Q2 and H1 2021

CEO Terje Wibe and CFO Fredrik Eeg

25 August 2021

Our Vision

We aim to be the preferred e-tendering and procurement platform in Europe by unleashing the full potential of a user-friendly and trusted marketplace.

▪ Unrivaled market leader in the Nordics and the Netherlands

▪ Close to 30,000 paying customers

▪ One of few platforms servicing both buyers and suppliers and multiple markets

▪ Scalable and profitable business model

▪ Proven organic and M&A growth ability

▪ Positioned to be the consolidator in European eTendering and eProcurement

We have established a unique market position

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Norway; 21%

Sweden; 29%

Denmark; 20%

Finland; 14%

Netherlands; 9%

Other; 7%

ARR split Q2’21

Mercell leading player

Mercell foothold

NOK

770mARR

0

100

200

300

400

500

600

700

800

900

Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21

Organic Acquisitions

Annual Recurring Revenue (ARR)

▪ ARR increase from NOK 98 million in Q1’19 to NOK 770 million in Q2’21

▪ Active acquisition strategy

− Consolidated Nordic region and begun venturing into continental Europe

− Acquired 12 companies since Q2’19

− Strong continued performance in the acquired companies show the potential of well-executed M&A

Grown into one of the largest Nordic B2B SaaS companies

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Commerce

Annual Recurring Revenue (ARR)NOK million

▪ Year on year ARR growth of 158%, with 21% organic growth

▪ Revenue last 12 months of NOK 505m, +118% vs. Q2’20

▪ Continued expansion in Q2’21− Consolidating the Nordics with milestone

acquisition of Finnish market leader Cloudia

− Bolt-on acquisitions of CTM Solutions in the Netherlands and Ibistic in Denmark

− Acquisition funding secured through NOK 400 million share issue and SEK 500 million bond tap issue

Strong ARR and revenue growth

ARR and revenue developmentNOKm

299338

552

634

770

232263

312

403

505

LTM toQ2 2020

LTM toQ3 2020

LTM toQ4 2020

LTM toQ1 2021

LTM toQ2 2021

ARR Revenue (LTM)

* Revenue as reported under IFRS in 2021 and NGAAP in 2020

Improving underlying profitability

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Revenue and adj. EBITDA marginNOKm

57 68 78 109 148 170

17%

28%

22%

17%

27% 28%

Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021

Revenue Adj. EBITDA margin

▪ Underlying EBITDA margin of 28%

▪ Reported EBITDA margin -1% after significant special cost items in Q2’21

▪ Long-term EBITDA target of 40%+− Already established margin level in

Norway and Sweden

− Larger scale yielding high operational leverage

− Cost efficiency improvements

▪ Non-linear path to the margin target, with new product launches, cost efficiency initiatives and M&A

M&A

Proven ability to execute on M&A- 12 acquisitions since Q2’19

▪ Completed three acquisitions in 2019

▪ Strengthened Nordic presence and established foothold in Europe

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▪ Five acquisitions during 2020

▪ Fortified the Nordic position and broadened scope into post-award

▪ Four acquisitions to date in 2021

▪ Strengthen Nordic position and expanding European footprint

Commerce

2019 2020 2021

▪ Leading Finnish eTendering platform− Customer base including 95 of the 100

largest Finnish municipalities and ten of the largest cities

− 558 buy-side customers

▪ Acquisition based on M&A playbook− Strong public buy side position as ideal

fundament for supply side expansion− Opportunity to cross sell post-award

solutions

▪ ARR Q2’21 of EUR 9.9m, +13% from YE’20

Cloudia Oy acquisition –Consolidating the Nordic market position

9

Q2’21Q4’20 Q1’21

+13%

Cloudia ARR development EUR

Implementing Mercell best practices-shows the potential of value-accretive M&A

10

Commerce

Q4’20Q4’19 Q2’21Q2’20 Q3’20Q1’20 Q1’21

+2%

+10%

Mercell Commerce ARR development NOK

Applied several new sales initiatives already beginning to take effect

▪ Implementing the ‘Mercell way of sales’

▪ Strengthening sales team

▪ New CRM system set to improve sales and marketing automation

▪ Launching and up-selling new products

Acquisition of

Product and technology development

Mercell provides workflow solutions for the full procurement life cycle

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Source to contract (pre-award)

Identify tender area

Sourcing and plan tender

Create & publish tender

Evaluate & award

contract

Procurement & goods handling

Invoice approval & automation

Payment(ERP)

Spend Management

Purchase to pay (post-award)

Contract management

Mercell Tender Notification System

New tender

Tender Management for buyers & suppliers

Contract Management Purchase items and services.Automated invoice handling.

Automatic controlling and spend management

New tender

Submitted

Submitted

Moving towards a common platform suite

13

TendSign

Pre-award Post-award▪ Moving towards a common platform suite replacing the multiple

platforms currently used across the source-to-pay chain

▪ Mercell Source To Contract for pre-award buyers

− Based on the ‘battle-tested’ NX4 platform currently in use in the Netherlands,

Bulgaria and the US

− Starting to upgrade Danish customers in Q3’21, followed by Norway and

Sweden

▪ Mercell Tender Finder for pre-award suppliers

− Rebuilding platform with greatly improved functionality and user interface

based on ‘best of breed’ solutions

− Soft launched in Norway with first customers onboarding in Q3’21, followed

by Denmark

▪ Mercell Procure To Pay for post-award customers

− Ongoing enhancement of the Tricom platform, planning to upgrade first

customers in Norway and Denmark in Q1’22Source-to-contract

Tender FinderProcure-to-Pay

Mercell Source-to-Contract for pre-award buyers

- Localising and rolling out across our markets

Denmark

Netherlands, Bulgaria and US

Norway & Sweden

Q3

14

Mercell Tender Finder soft launched in Norway

- A new ‘Google-like’ search engine

15

Advanced Search

Filtering

Notifications

Surveillance

The Mercell marketplace

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A large two-sided marketplace matching buyers and suppliers, with increasing network effects as the marketplace grows

More buyers More suppliers

More bids

More tenders

Buyers Suppliers

Financials

▪ ARR +NOK 136m

− Organic growth of NOK 15m

− New sales of NOK 17m

− Upselling NOK 25m

− Churn/contraction NOK -19m

− Currency/Other NOK -8m

− NOK 122m from acquisitions

− Cloudia NOK 104m

− Ibistic NOK 12m

− CTM Solutions NOK 6m

ARR growth overview Q2 2021

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ARR bridge Q2 2021NOKm

634

770

17

25

-19 -8

122

Churn/contraction

ARR Mar’21 New sales Upselling ARR Jun’21Currency/Other

Acquired ARR

at time of acquisitionNet retention

▪ Year on year revenue growth and operating costs supported by six acquisitions

▪ M&A cost and special items NOK 49.8m

▪ Higher depreciation & amortization reflecting acquisitions and higher R&D

▪ Impairment reflecting platform consolidation

▪ Net financial items significantly impacted by foreign exchange losses

Profit & Loss

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NOKm Q2 2020 Q2 2021 % growth

Total revenue 68 471 170 300 149 %

Operating costs -49 335 -122 597 148 %

M&A cost -3 317 -25 092

Other special items -6 836 -24 756

EBITDA 8 982 -2 145

EBITDA-margin 13 % -1 %

Adjusted EBITDA 19 135 47 703 149 %

Adj. EBITDA-margin 28 % 28 %

Depreciation & Amort. -10 710 -43 686

Impairment - -14 814

EBIT -1 728 -60 645

Net financial items -3 784 -64 449

Profit/loss before tax -5 512 -125 049

Profit & Loss Account (unaudited)

▪ M&A cost mainly relate to the acquisition of Cloudia, including NOK 14.4m transfer tax

▪ Other special items included− NOK 15.3m related to strategy process and

up-listing to Oslo Stock Exchange

− NOK 8.9m in earn out provisions

− NOK 0.6m in post merger integration cost

▪ Provisions reflect one month of earn-out − Similar provisions to be made for the

remaining 11 months of earn-out agreements

− Cloudia earn-out is non-cash, with settlement in Mercell shares in June 2022

Special items impacting the quarter

20

8.9

Transfer tax

10.7

M&A cost and special

items

Due diligence

14.4

15.3

Up-listing & strategy

Earn-ut provisions

Post-merger integration

49.8

0.6

M&A Special items

M&A and special items break downQ2’21, NOKm

▪ Rapid pace of innovation and new product launches

▪ Software development cost of NOK 34m in Q1’21 and NOK 47m in Q2’21

▪ Planning for NOK 160-180m in 2021, and similar level in 2022− Lower Capex/Revenue in 2022, with the ratio

set to decline further in the years to come

Capitalized software developmentNOKm

Capitalized development costs

21

81

160-180

1H 2021 2021

Q1

Q2

▪ Cash flow from operations of NOK 58m

▪ Investments mainly reflect acquisitions of Negometrix, Cloudia, Ibistic and CTM Solutions and the capitalized R&D

▪ Financing mainly reflects proceeds from share issues and bond tap issue related to the transactions

▪ Overall decrease of cash to NOK 209m at the end of H1

H1 cash flow

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Cash flow H1 2021NOKm

▪ Increase in intangible assets reflecting M&A and software development

▪ Strengthened equity position through positive earnings and equity issue

▪ Equity ratio of 48 %

▪ Cash position of NOK 209m

▪ NIBD of NOK 1.45bn

▪ In compliance with all loan covenants

▪ Signed NOK 100m RCF in July, for general purposes and acquisition financing

Balance sheet

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AssetsNOKm

726

3 484

4 657

Q2'20 YE'20 Q2'21

Current liabilities

Non-current liabilities

Total equity

726

3 484

4 657

Q2'20 YE'20 Q2'21

Goodwill Other intangiblesOther non-current Current assetsCash

Equity and liabilities

Outlook and summary

▪ Significant savings with simpler and more efficient processes

▪ Less ‘red-tape’ and administrative burdens

▪ Increased transparency and traceability reduces corruption

▪ Greater innovation and improved access for SMEs

EU Commission on digital procurement

What we do is important!

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▪ Mercell markets score high on the EU Single Scoreboard for public procurement

▪ Score performance indicators emphasise core principles of public procurement

− Ensure widespread distribution

− Increase number of bidders

− Increase SME participation

SatisfactoryAverageUnsatisfactory

EU procurement performance scoreboard1

ARR in existing markets >2x from YE’20 to YE’25 Supply-side set to drive growth

▪ Introducing new supply-side platform in Scandinavia from H2’21 onwards

▪ Significant upside potential in establishing dual platforms in the Netherlands and Finland

▪ Growing marketplace will enable increasing network effects

High ambitions for long-term growth

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607

2020* Buyers Suppliers Post-award 2025

*2020 ARR including Negometrix YE’20

Pre-award

CAGR+15% - 20%

▪ Completed Nordic consolidation

▪ Started venture into Europe

▪ Acquired 12 companies over the past 25 months and six over the past year

▪ Continued high growth ambitions for European expansion

▪ Main focus on integration of the recently acquired units and profitable growth in the existing business in H2 2021

Large European opportunity

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Mercell leading player

Mercell foothold

Long-term outlook

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FY 2020 Long-term ambitions

NOK 607m*

>2x in existing markets by 2025

Build similar size in new European markets

Explore US opportunity

ARR

19% 40%+Adj. EBITDA margins

Added ARR of ~NOK 200m per year(avg last 2 years to Q1’21*)

Continuing at same pacenext three years

M&A

Q2’21

NOK 770m

28%

NOK 183m YTD

*Includes Negometrix, acquired in February 2021

Next event

November 24, 2021: Quarterly Report – Q3

Appendix

Q2 2021

Reported financials

Q2 2021(01.04-30.06)

Q2 2020(01.04-30.06)

YTD 2021(01.01-30.06)

YTD 2020(01.01-30.06)

All amounts in NOK 1000 Note1 Unaudited Unaudited Unaudited UnauditedRevenues 2 170,300 68,471 318,541 125,444Total operating revenue 170,300 68,471 318,541 125,444Cost of goods sold 3,165 665 6,284 1,248Salary and personnel expenses 8 64,765 37,689 130,615 69,385Other operating expenses 79,424 17,817 118,035 35,445M&A costs 8 25,092 3,317 30,379 3,566Total operating expenses before depreciation and amortization 172,445 59,488 285,313 109,643EBITDA -2,145 8,982 33,228 15,801Depreciation and amortization 4 43,686 10,710 81,830 19,015Impairment losses 4 14,814 - 14,814 -Operating profit or loss -60,645 -1,728 -63,416 -3,215Financial income 7 263 20,241 44,913 21,488Financial expense 7 64,712 24,025 49,865 44,046Net financial items -64,449 -3,784 -4,952 -22,558Profit/loss before tax -125,094 -5,512 -68,367 -25,773Tax expense -1,536 -933 3,063 -1,376Profit/ loss for the period -123,558 -4,579 -71,430 -24,397

Other comprehensive incomeItems which may subsequently be reclassified to profit or loss:Translation differences from subsidiaries 74,685 -16,433 -100,520 7,594Other comprehensive income or loss for the period 74,685 -16,433 -100,520 7,594Total comprehensive income or loss for the period -48,873 -21,012 -171,950 -16,803

Net loss for the year attributable to:Equity holders of the parent company -123,558 -4,579 -71,430 -24,397Non-controlling interest - - - -

Total comprehensive income attributable to:

Equity holders of the parent company -48,873 -21,012 -171,950 -16,803

Non-controlling interest - - - -

Earnings per shareBasic earnings per share (NOK) -0.264 -0.021 -0.158 -0.109Diluted earnings per share (NOK) -0.264 -0.021 -0.158 -0.109

1) Notes in interim report second quarter and first half 2021 31

Condensed consolidated of comprehensive income

202130.06

202031.12

All amounts in NOK 1000 Note1 Unaudited Audited

Share capital 5 100,425 82,720

Share premium 2,577,352 1,791,125

Other equity -419,241 -255,916

Total equity 2,258,535 1,617,930

Non-current interest-bearing liabilities 6 1,637,312 1,144,186

Deferred tax liabilities 192,987 151,462

Other non-current liabilities 5,524 4,526

Other non-current financial liabilities 1,188 1,262

Total non-current liabilities 1,837,011 1,301,436

Current interest-bearing liabilities 6 23,172 15,713

Trade and other payables 90,018 88,705

Contract liabilities 326,259 235,682

Other current financial liabilities 121,788 224,478

Total current liabilities 561,237 564,578

Total liabilities 2,398,248 1,866,014

Total equity and liabilities 4,656,783 3,483,944

202130.06

202031.12

All amounts in NOK 1000 Note1 Unaudited Audited

Deferred tax assets 32,457 26,703

Goodwill 4 3,086,488 2,114,806

Intangible assets 4 1,104,326 811,442

Right-of-use assets 72,319 58,329

Property, plant & equipment 14,401 6,361

Other non-current assets 18,646 14,549

Other non-current receivables 5,877 5,600

Total non-current assets 4,334,515 3,037,789

Trade and other receivables 100,470 118,049

Contract assets 12,318 122

Cash and cash equivalents 209,480 327,984

Total current assets 322,268 446,155

Total assets 4,656,783 3,483,944

Reported financials

32

Condensed consolidated statements of financial position: AssetsCondensed consolidated statements of financial position: Equity and liabilities

1) Notes in interim report second quarter and first half 2021

Reported financials

33

Condensed consolidated statements of cash flow

1) Notes in interim report second quarter and first half 2021

Q2 2021(01.04-30.06)

Q2 2020(01.04-30.06)

YTD 2021(01.01-30.06)

YTD 2020(01.01-30.06)

All amounts in NOK 1000 Note1 Unaudited Unaudited Unaudited UnauditedCash flow from operating activities:Profit/loss before tax -125,094 -5,512 -68,368 -25,773Income tax paid -1,193 -145 -1,399 -145Depreciation and amortization 4 43,686 10,710 81,830 19,015Impairment losses 4 14,814 - 14,814 -Share-based contingent remuneration arising from business combinations 8 8,476 - 8,476 -Net financial items 7 64,449 3,784 4,952 22,558Changes in trade and other receivables 29,686 6,223 45,203 4,111Changes in trade and other payables -1,969 4,398 -10,859 6,464Changes in contract liabilities 3,097 2,151 12,738 22,297Changes in other non-current assets -1,929 -1,549 -711 -3,335Changes in other operating items -24,217 8,223 -28,273 573Net cash flows from operating activities 9,806 28,284 58,403 45,766

Cash flow from investing activitiesPurchase of property, plant and equipment -334 -1,552 -679 -3,113Development of software and other intangible assets 4 -47,153 -10,958 -80,827 -20,743Acquisition of subsidiaries, net of cash acquired 8 -908,617 -130,127 -1,151,614 -140,114Net cash flows from investing activities -956,104 -142,636 -1,233,120 -163,969

Cash flow from financing activitiesProceeds from share issue 5 401,377 - 835,659 -Repayments of borrowings -32,772 -39,814 -Repayment of sellers credit including interest 9 - - -150,612 -Proceeds from long term debt 495,392 57,774 495,392 164,822Transaction costs on issue of shares -15,000 - -31,729 -Payments for the principal portion of the lease liability -5,119 -1,481 -9,510 -3,482Interest paid 7 -18,216 -11,820 -38,805 -16,282Net cash flows from financing activities 825,662 44,473 1,060,582 145,058

Net change in cash and cash equivalents -120,637 -69,880 -114,135 26,855Foreign exchange effects on cash and cash equivalents -881 -60 -4,369 70Cash and cash equivalents at beginning of the period 330,997 120,701 327,984 23,836Cash and cash equivalents at end of the period 209,480 50,761 209,480 50,761

▪ Cash flow from operations of NOK 10m− Impacted by special items and negative net

working capital development

▪ Investments mainly reflect acquisitions of Cloudia, Ibistic and CTM Solution and the capitalized R&D

▪ Financing mainly reflects proceeds from share issue and bond tap issue in June

▪ Overall decrease of cash to NOK 209m at the end of Q2

▪ Signed NOK 100m RCF in July− For general purposes and acquisition financing

Q2 cash flow overview

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Cash flow Q2 2021NOKm

Largest shareholders

As of August 20, 2021 35

Top 20 shareholders

Investor Holding % of total

VIKING VENTURE (Combined 16, 16B, 16C and 16D) 53,067,864 10.6 %

State Street Bank and Trust Comp 40,800,000 8.1 %

Citibank, N.A. 30,512,288 6.1 %

Skandinaviska Enskilda Banken AB 29,247,857 5.8 %

The Bank of New York Mellon SA/NV 24,818,226 4.9 %

Morgan Stanley & Co. Int. Plc. 18,542,512 3.7 %

VERDIPAPIRFONDET DNB NORGE 16,522,253 3.3 %

UBS SECURITIES LLC 16,000,000 3.2 %

Morgan Stanley & Co. LLC 14,692,696 2.9 %

JPMorgan Chase Bank, N.A., London 12,144,904 2.4 %

Myrlid AS 10,186,144 2.0 %

Nordnet Bank AB 10,140,478 2.0 %

GRIEG HOLDINGS II AS 9,567,947 1.9 %

J.P. Morgan Securities LLC 8,863,793 1.8 %

State Street Bank and Trust Comp 8,852,179 1.8 %

HSBC TRINKAUS & BURKHARDT AG 7,923,000 1.6 %

CAMIVEO AS 7,023,897 1.4 %

The Bank of New York Mellon SA/NV 6,840,232 1.4 %

GLABELLA AS 6,542,397 1.3 %

Brown Brothers Harriman & Co. 6,263,951 1.2 %

Top 20 shareholders 338,552,618 67.4 %

Other shareholders 163,570,625 32.6 %

Total number of shares 502,123,243 100.0 %

This presentation (the “Presentation") has been prepared by Mercell Holding ASA (the "Company“ or “Mercell”, and together with its consolidated subsidiaries, the "Group")

The Presentation contains forward-looking information and statements relating to the business, financial performance and results of the Company and/or industry and markets in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “aims”, “anticipates”, “ambitions”, “believes”, “estimates”, “expects”, “foresees”, “intends”, “plans”, “predicts”, “projects”, “targets”, and similar expressions. Any forward-looking statements and other information contained in this Presentation, including assumptions, opinions and views of Mercell or cited from third party sources are solely opinions and forecasts based on the current expectations, estimates and projections of the Company or assumptions based on information currently available to the Company, which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development.

Important factors may lead to actual profits, results and developments deviating substantially from what has been expressed or implied in such statements. Although Mercell believes that its expectations and the Presentation are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the Presentation. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to its actual results.

Mercell makes no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Presentation, and neither the Company nor any of its directors, officers or employees shall be liable to you or to any other party for any losses

incurred as a result of your or their use of, or reliance on, any information contained in the Presentation.

This Presentation does not constitute or form part of, and is not prepared or made in connection with, an offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase any securities, and nothing contained herein shall form the basis of any contract or commitment whatsoever. No reliance may be placed for any purpose whatsoever on the information contained in this Presentation or on its completeness, accuracy or fairness. The information in this Presentation is subject to verification, completion and change. The contents of this Presentation have not been independently verified. The Company’s securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and are offered and sold only outside the United States in accordance with an exemption from registration provided by Regulation S under the US Securities Act. This Presentation should not form the basis of any investment decision.

The Presentation speaks and reflects prevailing conditions and views as of the date of this presentation. It may be subject to corrections and change at any time without notice except as required by law. The delivery of this Presentation or any further discussions of the Company with any recipient shall not, under any circumstances, create any implication that the Company assumes any obligation to update or correct the information herein, nor any implication that there has been no change in the affairs of the Company since such date.

Disclaimer

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