IMPORTANT INFORMATION

Transcription

1 INFRONT ASA Initial public offering of New Shares with gross proceeds of approximately MNOK 100 and up to 9,099,868 Secondary Shares Indicative Price Range of NOK 20 to NOK 23 per Share Listing of the Company's Shares on Oslo Børs, alternatively Oslo Axess This Prospectus (the "Prospectus") has been prepared by Infront ASA (the "Company", and together with its consolidated subsidiaries, the "Group") solely for use in connection with the initial public offering (the "Offering") and listing (the "Listing") of the Company's shares, each with a par value of NOK 0.10 (the "Shares") on Oslo Børs, a stock exchange operated by Oslo Børs ASA, alternatively Oslo Axess. The Offering comprises new Shares to be issued by the Company to raise gross proceeds of approximately NOK 100 million (the "New Shares"), and a secondary sale of up to 9,099,868 existing Shares in the Company (the "Secondary Shares") by Morten Lindeman, Lindeman AS, Kristian Nesbak, Nesbak AS, Kistefos Venture Capital AS and Kistefos Venture Capital II DA (collectively the "Principal Shareholders") and the Selling Shareholders as listed in Section 5.16 "Selling shareholders" (collectively the "Selling Shareholders") (the New Shares together with the Secondary Shares and, unless the context indicates otherwise, the Additional Shares (as defined below), are referred to as the "Offer Shares"). The Offering consists of: (i) a private placement to (a) investors in Norway and Sweden, (b) institutional investors outside Norway, Sweden and the United States of America (the "U.S." or the "United States"), subject to applicable exemptions from applicable prospectus requirements, and (c) "qualified institutional buyers" ("QIBs") in the United States as defined in Rule 144A ("Rule 144A") under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") (the "Institutional Offering") in transactions exempt from or not subject to registration requirements under the U.S. Securities Act, (ii) a retail offering to the public in Norway and Sweden (the "Retail Offering") and (iii) an offering to the Company s eligible employees and board members (the "Employee Offering"). All offers and sales in the United States will be made only to QIBs in reliance on Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. All offers and sales outside the United States will be made in compliance with Regulation S under the U.S. Securities Act ("Regulation S"). On behalf of the Managers (defined below), ABG Sundal Collier ASA, acting as stabilisation manager, (the "Stabilisation Manager") is expected to be granted an option to over-allot (the "Over-Allotment Option") a number of additional Shares equalling up to 15% of the number of Offer Shares (the "Additional Shares"). In addition, Kistefos Venture Capital AS (the "Institutional Shareholder") is expected to grant to the Stabilisation Manager, on behalf of the Managers, an option to borrow a number of Shares equal to the number of Additional Shares in order to facilitate such over-allotment (the "Lending Option"). In addition, it is expected that the Institutional Shareholder will grant to the Stabilisation Manager an option to purchase a number of Shares equal to the number of Additional Shares at a price per share equal to the final Offer Price (defined below), exercisable, in whole or in part, by the Stabilisation Manager, on behalf of the Managers within a 30-day period commencing at the time at which trading in the Shares commences on Oslo Børs alternatively Oslo Axess, to cover any over-allotments of Shares (the "Greenshoe Option"). The price (the "Offer Price") at which the Offer Shares are expected to be sold is indicatively set to be between NOK 20 and NOK 23 per Offer Share (the "Indicative Price Range"). The Offer Price may be set within, below or above the Indicative Price Range. The Offer Price will be determined through a bookbuilding process and will be set by the Board of Directors and the Principal Shareholders, in consultation with the Managers. Eligible employees applying for Offer Shares in the Employee Offering will be guaranteed allocation for a number of Offer Shares equivalent to NOK 30,000 based on the final Offer Price and receive a discount of 10%, up to a maximum of NOK 3,000 per Eligible Employees on their aggregate amount payable for the Offer Shares allocated to such investors. Norwegian Board members applying for Offer Shares in the Employee Offering will be guaranteed allocation for a number of Offer Shares equivalent to NOK 1,000,000 based on the final Offer Price. The Offer Price, and the number of Offer Shares sold in the Offering, is expected to be announced through a stock exchange notice on or before 27 September The offer period for the Institutional Offering (the "Bookbuilding Period") will commence at 09:00 hours CET on 20 September 2017 and close at 16:30 hours CET on 27 September The application period for the Retail Offering and the Employee Offering (collectively the "Application Period") will commence at 09:00 hours CET on 20 September 2017 and close at 16:30 hours CET on 27 September The Bookbuilding Period and/or the Application Period may, at the Company's sole discretion, in consultation with the Managers, and for any reason be extended beyond the set times, but will in no event be extended beyond 14:00 hours CET on 6 October The Bookbuilding Period and/or the Application Period may not be shortened. Investing in the Offer Shares involves a high degree of risk. Prospective investors should read the entire Prospectus and in particular consider Section 2 "Risk factors" beginning on page 16 before investing in the Offer Shares. The Shares have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and are being offered and sold: (i) in the United States only to persons who are QIBs in reliance on Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act; and (ii) outside the United States in compliance with Regulation S. Prospective purchasers are hereby notified that sellers of Offer Shares may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A thereunder. The distribution of this Prospectus and the offer and sale of the Offer Shares in certain jurisdictions may be restricted by law. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. See Section 17 "Selling and transfer Restrictions". Prior to the Offering, the Shares have not been publicly traded. The Company is expecting to apply for the Shares to be admitted to listing and trading on Oslo Børs alternatively Oslo Axess, on or about 20 September 2017, and completion of the Offering is subject to the approval of the listing application by the board of directors of Oslo Børs, the satisfaction of the conditions for admission to listing set by Oslo Børs and certain other conditions as set out in Section 5.11"Conditions for completion of the Offering" and "5.13 "Admission to trading and VPS registration". All of the Shares are, and the New Shares will be, registered in the Norwegian Central Securities Depository (the "VPS") and will be in book-entry form. All of the Shares rank pari passu with one another and will each carry one vote. Except where the context otherwise requires, references in this Prospectus to the Shares will be deemed to include the New Shares. The due date for the payment of the Offer Shares is expected to be on or about 29 September 2017 for the Retail Offering and the Employee Offering and on or about 2 October 2017 for Institutional Offering. Provided timely payment, delivery of the Offer Shares is expected to take place on or about 2 October 2017 for the Retail Offering, the Employee Offering and the Institutional Offering, through the facilities of the VPS. Trading in the Shares on Oslo Børs alternatively Oslo Axess, is expected to commence on or about 29 September 2017 under the ticker code "INFRNT". Joint Global Coordinators and Joint Bookrunners The date of this Prospectus is 19 September 2017

2 IMPORTANT INFORMATION This Prospectus has been prepared solely for use in connection with the Offering of the Offer Shares and Listing of the Shares on Oslo Børs alternatively Oslo Axess. Please see Section 19 "Definitions and glossary " for definitions of terms used throughout this Prospectus. The Prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 No. 75 (the "Norwegian Securities Trading Act") and related secondary legislation, including the Commission Regulation (EC) No. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in Prospectuses, as amended, and as implemented in Norway. This Prospectus has been prepared solely in the English language. However, a summary in Norwegian has been prepared in Section 19 "Norwegian summary (Norsk sammendrag)". A summary in Swedish has also been prepared in Section 20 "Swedish summary (Svensk sammanfattning)". This Prospectus has been prepared in accordance with the proportionate schedules for small and medium-sized enterprises in accordance with article 26b in the Commission Regulation (EC) No. 809/2004. The Financial Supervisory Authority of Norway (the "Norwegian FSA") has reviewed and approved this Prospectus in accordance with sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information given in this Prospectus. The approval given by the Norwegian FSA only relates to the information included in accordance with pre-defined disclosure requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described or referred to in this Prospectus. The Prospectus has been passported to Sweden through a notification to the Swedish Financial Supervisory Authority (Sw.:Finansinspektionen) in accordance with Section 7-9 of the Norwegian Securities Trading Act. The Prospectus is valid for a period of twelve months from the date of approval by the Norwegian FSA. The Company has engaged ABG Sundal Collier ASA and Danske Bank, Norwegian branch as Joint Global Coordinators and Joint Bookrunners for the Offering (collectively the "Managers" or the "Joint Bookrunners"). No person is authorised to give information or to make any representation concerning the Group or in connection with the Offering or sale of the Offer Shares other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company, the Selling Shareholders or the Managers or by any of the affiliates, advisors or selling agents of any of the foregoing. No action to approve, register or file the Prospectus has been made outside Norway and Sweden. The distribution of this Prospectus and the offer and sale of the Offer Shares in certain jurisdictions may be restricted by law. This Prospectus does not constitute an offer of, or an invitation to purchase, any of the Offer Shares in any jurisdiction in which such offer or sale would be unlawful. Neither this Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. In addition, the Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. For further information on the sale and transfer restrictions of the Offer Shares, see Section 17 "Selling and transfer Restrictions". The information contained herein is current as at the date hereof and subject to change, completion and amendment without notice. In accordance with section 7-15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the Offer Shares between the time of approval of this Prospectus by the Norwegian FSA and the Listing of the Offer Shares on Oslo Børs alternatively Oslo Axess, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus, nor any sale of Offer Shares made hereunder, shall under any circumstances create any implication that there has been no change in the Group's affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. In making an investment decision, each investor must rely on their own examination, and analysis of, and enquiry into the Group and the terms of the Offering, including the merits and risks involved. None of the Company, the Selling Shareholders or the Managers, or any of their respective representatives or advisers, is making any representation to any offeree or purchaser of the Offer Shares regarding the legality or suitability of an investment in the Offer Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Offer Shares. This Prospectus and the terms and conditions of the Offering as set out herein shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Offering or this Prospectus. All Sections of the Prospectus should be read in context with the information included in Section 4 "General information". NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO INVESTORS IN THE UNITED STATES Because of the following restrictions, prospective investors are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Shares. The Offer Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. Accordingly, the Offer Shares will not be offered or sold within the United States, except in reliance on an exemption from the registration requirements of the U.S. Securities Act. The Offer Shares shall be offered outside the United States in compliance with Regulation S. Prospective purchasers are hereby notified that sellers of Offer Shares may be relying on the exemption from the provisions of section 5 of the U.S. Securities Act provided by Rule 144A under the U.S. Securities Act. See Section 17 "Selling and transfer Restrictions".

3 Any Shares offered or sold in the United States will be subject to certain transfer restrictions as set forth under Section 17.2 "Transfer restrictions" The securities offered hereby have not been recommended by any United States federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not passed upon the merits of the Offering or confirmed the accuracy or determined the adequacy of this Prospectus. Any representation to the contrary is a criminal offense under the laws of the United States. In the United States, this Prospectus is being furnished on a confidential basis solely for the purposes of enabling a prospective investor to consider purchasing the particular securities described herein. The information contained in this Prospectus has been provided by the Company and other sources identified herein. Distribution of this Prospectus to any person other than the offeree specified by the Managers or their representatives, and those persons, if any, retained to advise such offeree with respect thereto, is unauthorised and any disclosure of its contents, without prior written consent of the Company, is prohibited. This Prospectus is personal to each offeree and does not constitute an offer to any other person or to the public generally to purchase Offer Shares or subscribe for or otherwise acquire any Shares. NOTICE TO UNITED KINGDOM INVESTORS This Prospectus and any other material in relation to the Offering described herein is only being distributed to, and is only directed at persons in the United Kingdom who are qualified investors within the meaning of Article 2(1)(e) of the EU Prospectus Directive ("qualified investors") that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") (ii) high net worth entities or other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom distributions may otherwise lawfully be made, communicated, or caused to be communicated (all such persons together being referred to as "Relevant Persons"). The Offer Shares are only available to, and any investment or investment activity to which this Prospectus relates is available only to, and will be engaged in only with, Relevant Persons. This Prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom. Persons who are not Relevant Persons should not take any action on the basis of this Prospectus and should not rely on it. The Managers shall (i) only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of the Offer Shares in circumstances in which section 21(1) of the FSMA does not apply to the Company and (ii) comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offer Shares in, from or otherwise involving the United Kingdom. NOTICE TO INVESTORS IN THE EEA In any member state of the European Economic Area (the "EEA") that has implemented the EU Prospectus Directive, other than Norway and Sweden (each, a "Relevant Member State"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Directive. The Prospectus has been prepared on the basis that all offers of Offer Shares outside Norway and Sweden will be made pursuant to an exemption under the EU Prospectus Directive from the requirement to produce a prospectus for offer of shares. Accordingly, any person making or intending to make any offer within the EEA of Offer Shares which is the subject of the Offering contemplated in this Prospectus within any EEA member state (other than Norway and Sweden) should only do so in circumstances in which no obligation arises for the Company, the Selling Shareholders or any of the Managers to publish a prospectus or a supplement to a prospectus under the EU Prospectus Directive for such offer. Neither the Company, the Selling Shareholders nor the Managers have authorised, nor do they authorise, the making of any offer of Shares through any financial intermediary, other than offers made by Managers which constitute the final placement of Offer Shares contemplated in this Prospectus. Each person in a Relevant Member State other than, in the case of paragraph (a), persons receiving offers contemplated in this Prospectus in Norway, and Sweden who receives any communication in respect of, or who acquires any Offer Shares under, the offers contemplated in this Prospectus will be deemed to have represented, warranted and agreed to and with the Managers, the Selling Shareholders and the Company that: a) it is a qualified investor as defined in the EU Prospectus Directive; and b) in the case of any Offer Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive, (i) such Offer Shares acquired by it in the Offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the EU Prospectus Directive, or in circumstances in which the prior consent of the Managers has been given to the offer or resale; or (ii) where such Offer Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Offer Shares to it is not treated under the EU Prospectus Directive as having been made to such persons. For the purposes of this provision, the expression an "offer to the public" in relation to any of the Offer Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Offer Shares to be offered so as to enable an investor to decide to purchase any of the Offer Shares, as the same may be varied in that Relevant Member State by any measure implementing the EU Prospectus Directive in that Relevant Member State, and the expression "EU Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. See Section 17 "Selling and transfer Restrictions" for certain other notices to investors. STABILISATION In connection with the Offering, the Stabilisation Manager, or its agents, on behalf of the Joint Global Coordinators and Joint Bookrunners, may engage in transactions that stabilise, maintain or otherwise affect the price of the Shares for up to 30 days from the commencement of trading and the Listing of the Shares on Oslo Børs alternatively Oslo Axess. Specifically, the Stabilisation Manager may effect transactions with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail. The Stabilisation Manager and its agents are not required to engage in any of these activities and, as such, there is no assurance that these activities will be undertaken; if undertaken, the Stabilisation Manager or its agents may end any of these activities at any time and they must be brought to an end at the end of the 30-day period mentioned above. Save as required by law or regulation, the Stabilisation Manager does not intend to disclose the extent of any stabilisation transactions made. ENFORCEMENT OF CIVIL LIABILITIES

4 The Company is a public limited company incorporated under the laws of Norway. As a result, the rights of holders of the Company's Shares will be governed by Norwegian law and the Company's articles of association (the "Articles of Association"). The rights of shareholders under Norwegian law may differ from the rights of shareholders of companies incorporated in other jurisdictions. The Company's directors and the Group's executive officers are not residents of the United States, and a substantial portion of the Company's assets are located outside the United States. As a result, it may be difficult for investors in the United States to effect service of process on the Company or its directors or the Group's executive officers in the United States or to enforce in the United States judgments obtained in U.S. courts against the Company or those persons based on the civil liability provisions of the federal securities laws of the United States or other laws of the United States or any state thereof. Uncertainty exists as to whether courts in Norway will enforce judgments obtained in other jurisdictions, including the United States, against the Company or its directors or the Group's officers under the securities laws of those jurisdictions or entertain actions in Norway against the Company or its directors or officers under the securities laws of other jurisdictions. The United States and Norway do not currently have a treaty providing for reciprocal recognition and enforcement of judgements (other than arbitral awards) in civil and commercial matters. In addition, awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in Norway. Similar limitations may also apply in any other jurisdictions than the United States. AVAILABLE INFORMATION The Company has agreed that, for so long as any of the Offer Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, it will during any period in which it is neither subject to Sections 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the U.S. Exchange Act, provide to any holder or beneficial owners of Shares, or to any prospective purchaser designated by any such registered holder, upon the request of such holder, beneficial owner or prospective owner, the information required to be delivered pursuant to Rule 144A(d)(4) of the U.S. Securities Act.

5 TABLE OF CONTENTS EXECUTIVE SUMMARY... 7 RISK FACTORS RESPONSIBILITY FOR THE PROSPECTUS GENERAL INFORMATION THE OFFERING INDUSTRY AND MARKET OVERVIEW PRESENTATION OF THE GROUP BOARD OF DIRECTORS, MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE CAPITALISATION AND INDEBTEDNESS CAPITALISATION AND INDEBTEDNESS WORKING CAPITAL STATEMENT CONTINGENT AND INDIRECT INDEBTEDNESS FINANCIAL INFORMATION INTRODUCTION AND BASIS FOR PREPARATION SUMMARY OF ACCOUNTING POLICIES AND PRINCIPLES SELECTED DATA FROM THE CONSOLIDATED STATEMENTS OF INCOME SELECTED DATA FROM THE CONSOLIDATED BALANCE SHEETS SELECTED DATA FROM THE CONSOLIDATED STATEMENTS OF CASH FLOWS SELECTED DATA FROM THE STATEMENTS OF CHANGES IN EQUITY ANALYSIS OF MATERIAL DIFFERENCES BETWEEN IFRS AND N-GAAP AUDITOR OPERATING AND FINANCIAL REVIEW OVERVIEW AND PRESENTATION KEY FACTORS AFFECTING THE GROUP S RESULTS OF OPERATIONS AND FINANCIAL PERFORMANCE RECENT DEVELOPMENTS AND TRENDS EXPLANATION OF INCOME STATEMENT LINE ITEMS RESULTS OF OPERATIONS FOR THE GROUP MAIN PART LIQUIDITY AND CAPITAL RESOURCES INVESTMENTS (INCLUDING ACQUISITIONS) MATERIAL INDEBTEDNESS

6 11.9 CONTRACTUAL CASH OBLIGATIONS AND OTHER COMMITMENTS OFF-BALANCE SHEET ARRANGEMENTS FINANCIAL RISK MANAGEMENT LONG TERM OBJECTIVES PRO FORMA FINANCIAL INFORMATION ACQUISITION OF SIX FINANCIAL NEWS AND THE CUSTOMER BASE OF SIX FINANCIAL INFORMATION OTHER ACQUISITIONS RELATED PARTY TRANSACTIONS SHARES AND SHARE CAPITAL SECURITIES TRADING IN NORWAY TAXATION SELLING AND TRANSFER RESTRICTIONS ADDITIONAL INFORMATION NORWEGIAN SUMMARY (NORSK SAMMENDRAG) SWEDISH SUMMARY (SVENSK SAMMANFATTNING) DEFINITIONS AND GLOSSARY Appendix A: Articles of Association Appendix B 1: Annual financial statements for the years ended 31 December 2016 and 2015 in accordance with IFRS Appendix B 2: Annual financial statements for the years ended 31 December 2015 and 2014 in accordance with N-GAAP Appendix C: Interim financial statement for the six month period ended 30 June 2017 Appendix D:1 Application Form for the Retail Offering (English) Appendix D:2 Application Form for the Retail Offering (Norwegian) Appendix D:3 Application Form for the Retail Offering (Swedish) Appendix E:1 Application Form for the Employee Offering (English) Appendix E:2 Application Form for the Employee Offering (Norwegian) Appendix E:3 Application Form for the Employee Offering (Swedish)

7 EXECUTIVE SUMMARY Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable". Section A Introduction and warnings A.1 Warnings This summary should be read as an introduction to the Prospectus. Any decision to invest in the Offer Shares should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation in its Member State, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Resale or final placement of securities by financial intermediaries Not applicable; financial intermediaries are not entitled to use this Prospectus for subsequent resale or final placement of securities. Section B Issuer B.1 Legal and commercial name B.2 Domicile and legal form, legislation and country of incorporation B.3 Current operations, principal activities and markets Infront ASA The Company's registered name is Infront ASA. The Company is organised as a public limited liability company under Norwegian law, in accordance with the Norwegian Public Companies Act, and is registered with the Norwegian Register of Business Enterprises with registration number Infront ASA is a Norwegian technology company and a provider of market data, trading solutions, and news for finance professionals. Infront collects market data, news, reports and analytics on key markets which it in turn processes and offers to its customers. The IT solutions are offered to customers on the buy-side, sell-side and exchanges. B.4 a Significant recent trends affecting the Company The Group has headquarters in Oslo and offices in Paris, Johannesburg, Cape Town, Stockholm, Copenhagen, Helsinki and London The market for financial data terminals is linked to the performance of the financial services sector, which represents the bulk of the demand for terminals. The financial sector is undergoing profound changes driven by 7

8 and the industries in which it operates new regulation post 2009 financial crisis and technological progress challenging traditional business model of both sell-side and buy-side. For financial data terminal providers, there are three main consequent trends: - Firstly, the market is mature and likely to experience moderate growth rates going forward, as traditional demand lessens and user base adjusts. - Secondly, there is an increased transparency driven by new regulation. - Thirdly, there is a strong case for building scale given the large share of the cost base that data procurement accounts for and the required investment into a robust and flexible IT technological platform. B.5 Description of the Group Infront ASA is the parent entity of the Group, consisting of the Company and nine direct held subsidiaries: - TDN Finans AS - AB Nyhetsbyrån Direkt - Infinancials SA - The Online Trader Sweden AB - Infront Financial Information Ltd. - Inquiry Financial Europe AB - CatalystOne AS - Infront South Africa Ltd - Infront Finland OY (under registration) B.6 Interests in the Company and voting rights Infront ASA is the operational entity responsible for the development, sales and maintenance of the Infront terminal and retail trading solutions products. Shareholders owning 5% or more of the Shares have an interest in the Company's share capital which is notifiable pursuant to the Norwegian Securities Trading Act. The following shareholders owned more than 5% of the Shares on 19 September 2017: Name Number of Shares Percentage (%) Lindeman AS (Morten Lindeman)* 6,390, % Nesbak AS (Kristian Nesbak)* 6,190, % Kistefos Venture Capital AS 4,854, % Kistefos Venture Capital II DA 1,922, % *Morten Lindeman and Kristian Nesbak own shares in the Company personally and through their companies, respectively Lindeman AS and Nesbak AS. In total, Morten Lindeman has a shareholding representing 30.25% and Kristian Nesbak has a shareholding of 29.33% B.7 Selected historical key financial information The following consolidated financial information has been derived from the Company's audited consolidated annual financial statements for the years ended 31 December 2016 and 2015 prepared according to IFRS as adopted by the EU and annual financial statements for the years ending 31 December 2015 and 2014 prepared according to N-GAAP, as well as the unaudited consolidated interim financial statements for the three month period ended 30 June 2017 prepared according to IAS 34. The selected financial information presented below should be read in conjunction with Section 10 "Financial information" and the Group's 8

9 annual financial statements and interim financial statement included in Appendices B and C to the Prospectus. Consolidated statement of income: Three months ended Six months ended 30 June 30 June (In NOK thousands) IFRS IFRS IFRS IFRS Total operating revenues 63,546 53, , ,308 EBITDA 4,048 11,271 10,284 18,126 Total operating expenses 64,684 45, ,293 93,644 Operating profit (EBIT) (1,139) 8, ,664 Financial income/(expenses) - net (660) (1,414) (1,016) (1,408) Profit before income tax (1,799) 6,586 (972) 10,256 Profit for the period (1,509) 5,035 (919) 7,807 Twelve months ended 31 December (In NOK thousands) IFRS IFRS N-GAAP N-GAAP Total operating revenues 210, , , ,576 EBITDA 31,394 25,852 25,850 27,638 Total operating expenses 192, , , ,832 Operating profit (EBIT) 18,287 13,227 9,871 12,745 Financial income/(expenses) - net (2,218) (3,254) (3,254) (2,128) Profit before income tax 16,069 9,973 6,617 10,617 Profit for the period 12,802 9,633 6,277 8,561 Consolidated balance sheet As at As at 30 June 31 December (In NOK thousand) IFRS IFRS IFRS IFRS N-GAAP N-GAAP ASSETS Total non-current assets 130,148 47, ,818 28,550 25,023 27,553 Total current assets 59,145 41,365 62,487 58,009 58,179 55,937 TOTAL ASSETS 189,293 88, ,306 86,558 83,202 83,490 EQUITY AND LIABILITIES Total equity attributable to owners of the parent Non-controlling interests Total shareholders' equity 33,481 35,002 40,769 27,592 24,236 26,389 2,643 36,124 35,002 40,769 27,593 24,236 26,389 9

10 Total non-current liabilities 55,225 3,969 45, Total current liabilities 97,944 49,584 95,077 58,429 58,965 57,101 Total liabilities 153,169 53, ,537 58,964 58,965 57,101 TOTAL EQUITY AND LIABILITIES 189,293 88, ,306 86,558 83,202 83,490 Consolidated statement of cash flows Three months ended Six months ended 30 June 30 June (In NOK thousand) IFRS IFRS IFRS IFRS Net cash inflow from operating activities 5,680 7,664 13,711 11,648 Net cash (outflow) from investing activities (2,805) (21,187) (28,546) (25,028) Net cash (outflow) from financing activities (743) 82 5, Net change in cash and cash equivalents 2,132 (13,441) (9,242) (13,298) Cash and cash equivalents 1 January/1 April 26,514 35,888 37,569 36,418 FX effects on cash 958 (693) 1,277 (1,366) Cash and cash equivalents 30 June 29,604 21,755 29,604 21,755 Twelve months ended 31 December (In NOK thousand) IFRS IFRS N-GAAP N-GAAP Net cash inflow from operating activities 29,914 31,004 32,691 26,887 Net cash (outflow) from investing activities (30,409) (17,153) (17,231) (18,376) Net cash (outflow) from financing activities 3,773 (10,075) (10,000) (13,775) Net change in cash and cash equivalents 3,278 3,776 5,459 (5,264) Cash and cash equivalents 1 January 36,418 31,203 31,876 37,140 FX effects on cash (2,127) 1, Cash and cash equivalents 31 December 37,569 36,418 37,335 31,876 B.8 Selected key pro forma financial information In 2016, the Group acquired parts of the operations of SIX Financial Information in the Nordics, including the customer base of SIX Financial Information (SIX EDGE customers) and SIX News, comprising some associated workforce for an estimated total purchase price of NOK 70.4 million, assuming migration of 80% of net revenues derived from the SIX EDGE customers base as recorded in the Audited Financial Statements for Based on updated estmates with respect to migration of net revenues from the SIX EDGE customer base, at 70%, the estimated total cost for the transactions will be less than as set out in the Audited Financial Statements for 2016 and the Interim Financial Statements. As further set out below, the total remaining contingent payment for both transactions is estimated to a total of NOK 54 million, and will be finally determined by the migration of SIX News and SIX EDGE net revenues as of 30 November The transaction was accounted for as a "business combination" in accordance with IFRS 3 Business Combinations. 10

11 This acquisition triggered a requirement for pro forma information as set out by the EU Prospectus Directive. The pro forma rules require the Company to present pro forma statement of income as if the transaction had taken place with effect from 1 January 2016 or alternatively from 1 January There are, however, no available financial statements for the acquired SIX assets to base any pro forma information for the statement of income upon. Furthermore, as the transaction was effected in 2016 the consolidated balance sheets as of year-end 2016 and as of 30 June 2017 include this acquisition. This transaction has been accounted for by the Group with effect from 31 October 2016, as this was the date of the acquisition, and is as well included in the consolidated balance sheet as of yearend 2016 and as of 30 June Section 12 "Pro forma financial information" provides further details regarding the impact from this acquisition. B.9 Profit forecast or estimate Not applicable. No profit forecasts or estimates are made B.1 0 B.1 1 Audit report qualifications Insufficient working capital Not applicable. There are no qualifications in the audit reports. Not applicable. The Group is of the opinion that the working capital available to the Group is sufficient for the Group's present requirements, for the period covering at least twelve months from the date of this Prospectus. Section C Securities C.1 Type and class of securities admitted to trading and identification numbers C.2 Currency NOK. The Company has one class of shares in issue. The Company's Shares are registered in the VPS with ISIN NO C.3 Number of shares and par value C.4 Right attached to the securities C.5 Restrictions on transferability At the date of this Prospectus, the Company's share capital is NOK 2,165,003 divided into 21,650,030 ordinary Shares with a par value of NOK 0.10 each. All the existing Shares are validly issued and fully paid. The Company has one class of Shares in issue. All Shares provide equal rights in the Company. The New Shares offered in connection with the Offering will in all respect be equal to the existing Shares of the Company, once the New Shares have been issued and registered with the Norwegian Register of Business Enterprises and the VPS. Each of the Shares carries one vote at the General Meeting. Not applicable. The Shares of the Company are freely transferable, subject to any local regulatory transfer restrictions. For further information regarding the sale and transfer of the Shares in jurisdictions other than Norway see Section 17 "Selling and transfer Restrictions." C.6 Admission to trading The Company is expecting to apply for Listing of its Shares on Oslo Børs, alternatively Oslo Axess, on or about 20 September It is expected that the board of directors of Oslo Børs will approve the listing application of the Company on or about 25 September 2017, conditional upon: 11

12 the Company has in excess of 500 shareholders, each holding Shares with a value of more than NOK 10,000; and there will be a minimum free float of the Shares of 25%. The Company expects that these conditions will be fulfilled through the Offering. Subject to approval of the listing application by the board of directors of Oslo Børs and fulfilment of the listing conditions set by Oslo Børs, and certain other conditions as set out in Section 5.11 "Conditions for completion of the Offering" and 5.13 "Admission to trading and VPS registration", the Company expects commencement of trading in the Shares on Oslo Børs, alternatively Oslo Axess, on or about 29 September The Company has not applied for admission to trading of the Shares on any other stock exchange or regulated market. C.7 Dividend policy The Board of Directors will initially target a dividend ratio in the range of 40-60% of the Company s consolidated net income from and including The target level will be subject to adjustment depending on possible other uses of funds as for instance M&A activity. Section D Risks D.1 Key risks specific to the Company or its industry Risks related to the Group and the industry in which it operates: The Group faces continuing risk related to its customers, and may not be able to sustain or develop its customer base Establishing customer relations and key commercial agreements requires long lead time and significant input of resources Agreements may be terminated before their full term or may not be renewed Price pressure may impact the ability to win new contracts and impact revenues from extended, existing contracts Risk related to being unable to meet the changing needs of the industry Risk related to unauthorised disclosure of sensitive or confidential customer information could harm the Group's business and standing with its customers and adverse market perception Growth, and new strategies and initiatives, may generate or result in periods of uncertainty or ultimately prove unsuccessful The Group may make acquisitions that prove unsuccessful or strain or divert the Group's resources, including if the agreement with SIX Financial Information AB is terminated or not completed Business may be adversely affected by disruptions to IT systems and/or other third party supplied services/solutions. Risk related to operating in multiple jurisdictions Instability in the financial markets may adversely affect the Group's business Risks related to laws and regulations: Violations of and/or changes in laws and regulations, including employment laws and laws related to the Group's technology, could increase costs or change the way the Group does business The Group's transfer pricing documentation and policies may be challenged Antitrust and competition regulations or authorities may limit the Group's ability to grow and may force the Group to alter its business practices 12

13 D.3 Key risks specific to the securities Risks related to the Listing and the Shares: Kistefos, Lindeman AS and Nesbak AS, together or separately, may continue to exercise considerable influence on the Group and its operations, and the interests of these shareholders may conflict with those of other shareholders Future offerings of debt or equity securities by the Group may adversely affect the market price of the Shares and lead to substantial dilution of existing shareholders Future sales, or the possibility for future sales, of shares after the Offering may affect the market price of the Shares Pre-emptive rights to subscribe for Shares in additional issuances could be unavailable to U.S. or other shareholders Investors could be unable to exercise their voting rights for Shares registered in a nominee account The Group's ability to pay dividends in accordance with its dividend policy or otherwise is dependent on the availability of distributable reserves and the Company may be unable or unwilling to pay any dividends in the future Investors could be unable to recover losses in civil proceedings in jurisdictions other than Norway Norwegian law could limit shareholders' ability to bring an action against the Company Investors with a reference currency other than NOK will become subject to certain foreign exchange risks when investing in the Shares The transfer of Shares is subject to restrictions under the securities laws of the United Sates and other jurisdictions Section E Offer E.1 Net proceeds and estimated expenses The expected gross proceeds from the issue of the New Shares are approximately NOK 100 million. The net proceeds from the sale of the Secondary Shares will be for the benefit of the Selling Shareholders. E.2a Reasons for the Offering and use of proceeds The Selling Shareholders will pay brokerage fees for any sale of Secondary Shares. All other transaction costs related to the New Shares and all other directly attributable costs in connection with the Listing and Offering will be paid by the Company. The Company estimates that expenses in connection with the Offering and the Listing, which will be paid by the Company, will amount to between NOK 15 million and NOK 17 million. Expenses relating to the Offering will not be charged to the investor. The purpose of the Offering is to strengthen the strategic and financial position of the Company, inter alia to allow the Company to take an active role in the industry consolidation, and the net proceeds from the issue of the New Shares are primarily intended to be used for this purpose. Parts of the net proceeds from the issue of the New Shares may also be used for general corporate purposes, although no amount has been specifically allocated. The Company estimates gross proceeds from the issue of the New Shares of approximately NOK 100 million. The use and allocation of the net proceeds from the issue of the New Shares on the above purposes will be considered by the Company on a continuing basis. E.3 Terms and conditions of the Offering The Offering comprises a number of New Shares with gross proceeds of approximately NOK 100 million offered by the Company and up to 7,260,755 Secondary Shares offered by the Selling Shareholders, excluding utilization of the Over-Allotment Option. ABG Sundal Collier ASA, acting as 13

14 Stabilisation Manager may elect to over-allot a number of Additional Shares equalling up to 15% of the number of Offer Shares allocated in the Offering. The Institutional Shareholder is expected to grant to the Stabilisation Manager, on behalf of the Managers, the Lending Option and the Greenshoe Option to borrow and purchase a number of Shares equal to the number of Additional Shares at a price per share equal to the final Offer Price to cover any over-allotments of Shares. The Offering will comprise of: An Institutional Offering, in which Offer Shares are being offered (a) to institutional and professional investors in Norway and Sweden, (b) to investors outside Norway, Sweden and the United States, subject to applicable exemptions from prospectus and other filing requirements, and (c) in the United States to QIBs as defined in Rule 144A under the U.S. Securities Act in transactions exempt from or not subject to registration requirements under the U.S. Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 2,500,000. A Retail Offering, in which Offer Shares are being offered to the public in Norway and Sweden subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 2,499,999 for each investor. Investors who intend to place an order in excess of NOK 2,499,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Retail Offering will be treated as one application with respect to the maximum application limit. An Employee Offering, in which Offer Shares are being offered to the Eligible Employees and Norwegian members of the Board of Directors, subject to a lower limit per application of NOK 10,500 and an upper limit per application of 2,499,999 for each Eligible Employee. Investors who intend to place an order in excess of NOK 2,499,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Employee Offering will be treated as one application with respect to the maximum application limit. Eligible Employees applying for Offer Shares in the Employee Offering will be guaranteed allocation for a number of Offer Shares equivalent to NOK 30,000 based on the final Offer Price. Each Eligible Employee being allocated Offer Shares will receive a discount of 10%, up to a maximum of NOK 3,000 per Eligible Employee, on the aggregate amount payable by such investors. Norwegian members of the Board of Directors will be guaranteed allocation for a number of Offer Shares equivalent to NOK 1,000,000 based on the final Offer Price. The Bookbuilding Period for the Institutional Offering is expected to take place from 09:00 hours CET on 20 September 2017 to 16:30 hours CET on 27 September The Company reserves the right, in consultation with the Managers, to extend the Bookbuilding Period at any time. The Application Period for the Retail Offering and the Employee Offering will last from 09:00 hours CET on 20 September 2017 to 12:00 hours CET on 27 September The Company reserves the right, in consultation with the Managers, to extend the Application Period at any time. The Bookbuilding Period and/or the Application Period may not be shortened. The Managers expect to issue notifications of allocation of Offer Shares in the Offering on or about 27 September 2017, by issuing contract notes to the applicants by or otherwise. 14

15 Payment against delivery of Offer Shares in the Institutional Offering will take place on or about 2 October The due date for payment in the Retail Offering and the Employee Offering is on or about 29 September Subject to timely payment by the applicant, delivery of the Offer Shares is expected to take place on or about 2 October 2017 for the Retail Offering and the Employee Offering. The Company and the Principal Shareholders reserves the right, in consultation with the Managers, to withdraw, suspend or revoke the Offering at any time prior to final allocation at its sole discretion (and for any reason). E.4 Material and conflicting interests The Managers (and/or their affiliates) have provided from time to time, and may provide in the future, investment and commercial banking services to the Company and its affiliates in the ordinary course of business, for which they may have received and may continue to receive customary fees and commissions. Danske Bank has provided a bank overdraft facility as further described in Section The Managers will receive transaction fee in connection with the Offering and, as such, have an interest in the Offering. The Selling Shareholders will receive proceeds from the sale of the Secondary Shares and, as such, have an interest in the Offering E.5 Selling Shareholders and lock-up E.6 Dilution resulting from the Offering E.7 Estimated expenses charged to investor The Company, the Institutional Shareholder and Kistefos Venture Capital II DA are expected to give an undertaking that will restrict their ability to issue, sell, contract to sell, pledge, transfer or otherwise dispose of Shares for six months after the first day of Listing, subject to certain exemptions. The Selling Shareholders (other than the Institutional Shareholder and Kistefos Venture Capital II DA), the members of the Board of Directors and the members of Management listed in section 5.17 are expected to give an undertaking on the same for 12 months from the first day of Listing, subject to certain exemptions. Assuming that the Offer Price is set within the Indicative Price Range, the immediate dilutive effect of the issue of the New Shares in the Offering will be in the range of 16.7% to 18.8%, depending on the Offer Price and the number of New Shares allocated in the Offering. Not applicable. Expenses relating to the Offering will not be charged to the investor. 15

16 RISK FACTORS Investing in the Shares involves inherent risks. Prior to making any investment decision with respect to the Shares, an investor should carefully consider all of the information contained in this Prospectus, and in particular the risks and uncertainties described in this Section, which the Company believes are the most relevant known risks and uncertainties faced by the Group as of the date hereof. An investment in the Shares is suitable only for investors who understand the risks associated with this type of investment and who can afford to lose all or part of their investment. The absence of negative past experience associated with a given risk factor does not mean that the risks and uncertainties described are not a genuine potential threat to an investment in the Shares. Should any of the following risks occur, it could have a material adverse effect on the Company's business, prospects, results of operations, cash flows and financial position, and the trading price of the Company's Shares may decline, causing investors to lose all or part of their invested capital. Additional risks not presently known to the Company or which the Company currently deems immaterial may also have a material adverse effect on the Company. A prospective investor should consult his or her own expert advisors as to the suitability of an investment in the Shares. It is not possible to quantify the significance to the Company of each individual risk factor as each of the risk factors mentioned below may materialise to a greater or lesser degree. The order in which the individual risks are presented below is not intended to provide an indication of the likelihood of their occurrence nor of the severity or significance of individual risks. 2.1 Risk relating to the Group and the industry in which it operates The Group faces continuing risk related to its customers, and may not be able to sustain or develop its customer base The Group's ability to generate revenues is highly dependent on its customer base. For the year ended 31 December 2016, 34% of the Group's revenue was attributable to its 10 largest customers and all of these clients have around 3-7% revenue share, including a number of Nordic commercial banks, savings banks and investment banks. After contracts are entered into, the deterioration of relations with, or the termination of any major contracts by, the Group's largest customers could have a material adverse effect on the Group's operating performance. Financial difficulties experienced by any of its significant customers could also have a significant impact on the Group. In addition, should any of the Group's significant customers divest large portions of their operations, experience consolidation or a change of control, the functions outsourced by such customer may face significant alteration which could lead to reductions or changes of the scope of, or termination of, major contracts with the Group. Further, the Group is exposed to risk related to its customer base in general. The Group's growth is, among others, dependent upon its ability to attract additional customers. Should the Group lose customers for any reason, or not be able to attract additional customers, it will have a significant adverse effect. Inability to attract new customers will have a significant adverse effect on the Group's strategies and its possibility to meet its financial targets and/or market expectations. The Group cannot give any assurances that it will continue to achieve its historic rates of growth, be able to sustain its current customer base, or that it will be able to enter into contracts with additional customers at favourable terms, in accordance with its strategies or at all. Establishing customer relations and key commercial agreements requires long lead time and significant input of resources The Group inter alia targets large and complex customer arrangements. Tendering, planning and preparations for, and establishment of, such contracts are time and cost consuming. The failure to successfully conclude such arrangements once tentatively approved, can result in unrecovered costs and impede the growth of the Group. Agreements may be terminated before their full term or may not be renewed The service contracts provided by the Group to its customers and partners may include rights for the customer or partners to terminate for cause, change of control and convenience at or after specified times. The Group may suffer loss of contracts as a result of such events, termination, or inability to maintain and renew contracts. Should this for any reason occur without the Group being able to replace lost contracts, it may restrict the Group's ability to grow and implement its strategies as well result in reduced revenues from operations or even 16

17 losses. With respect to suppliers, a loss of contract may restrict the Group's ability to deliver products and services to its customers. Should supply contracts for any reason be lost without the Group being to replace such contract, it may have an adverse effect. The Group operates in a highly competitive market The IT and technology market with focus towards the financial industry is highly competitive, and competitors are constantly adjusting their promotional activity, products offered and pricing strategies in response to changing conditions. The Group may face competitive pressure from future new entrants or entrants competing through new technology, and there can be no assurances that the Group will be able to maintain its competitive position or continue to meet changes in the competitive environment. Some of the Group's current and future competitors may be able to adjust itself more efficiently to the rapid changes in the technology market, and may have greater financial resources and/or economies of scale, as well as lower cost bases, which could provide a competitive advantage. Competitors may also merge or form strategic partnerships. Should any existing competitors, or any new emerging competitors, be able to consolidate market shares, the Group may face significantly increased competition. Price pressure may impact ability to win new contracts and impact revenues from extended, existing contracts. The significant competition within the Group's industry exposes the Group to price pressure. Contracts are awarded on a competitive bid basis, and price competition is often the principal factor in determining which supplier bid is successful. The entrance of lower cost providers may influence the Group's market and lead to further competition that might adversely affect profitability. Some players, either those already active in the industry or those entering the industry, may also have greater resources than the Group, and the failure to maintain a competitive service offering could have a material adverse effect. Risk related to being unable to meet the changing needs of the industry. The technology market is in constant change, and the future success of the Group depends on its ability to meet the changing needs of the industry. The Group depends on the ability to respond effectively to technological changes to be able to retain their position in the market and expand further. The future performance of the Group's operations will depend on the successful development, introduction and market acceptance of existing and new products and services that address customer requirements in a cost-effective manner. If the Group does not expand or enhance its product and/or service range or respond effectively to technological change, its businesses may not grow. The introduction of new products and services, market acceptance of products and services based on new or alternative technologies, or the emergence of new industry standards could render the Group's existing products obsolete or make it easier for other products and/or services to compete with its products and services. The Group might spend time and resources on new products, to meet market changes or customer demand, that are not accepted by the market. The failure to successfully conclude such processes can result in unrecovered costs and impede the growth of the Group. New standards for the products and services delivered by the Group could render existing products and services of the Group obsolete and unable to compete in the market. Failure to deliver new technology and make the necessary updates to the existing products could result in both loosing existing customers and failure to attract new ones. Risk related to unauthorized disclosure of sensitive or confidential customer information could harm the Group's business and standing with its customers and adverse market perception The Group must display a high level of integrity and maintain the trust and confidence of its customers. Any mismanagement, fraud or failure to satisfy fiduciary or regulatory responsibilities, allegations of such activities, or negative publicity resulting from such activities, or the association of any of the above with the Group or any of its brands, or a relevant industry sector generally, could adversely affect the Group's reputation and the value of the Group's brands, as well as its business, operating results and financial position. 17

18 The Group relies on commercially available systems, software, tools and monitoring to provide security for the processing, transmission and storage of confidential customer information. The Group's facilities and systems, and those of its third-party service providers, may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential information, whether by the Group or its vendors, could damage the Group's reputation, expose it to risk of litigation and liability and disrupt its operations, which in turn could have a material adverse effect on the Group's ability to attract and retain customers and in turn adversely affect the Group's business and profitability. Growth, and new strategies and initiatives, may generate or result in periods of uncertainty or ultimately prove unsuccessful The Group has had substantial growth in operations and number of employees and any failure to manage growth effectively and integrate new personnel may have adverse material effect on the Group's operations. The Group has a strategy to expand in size and may experience difficulties in managing its growth. The future growth and performance of the Group and its operations will partly depend on its ability to manage growth effectively, including its ability to adequately manage the number of employees, technical solutions, operational efficiency, organisation and locations, and integrating any acquisitions. Growth may lead to inefficiency during changing/reorganising the daily operations like reorganizing the operations centres, updating software or systems, hiring and training new employees, adversely affecting profitability and cash flows. The Group has in the past deployed, and will in the future deploy, new strategies and initiatives, and the Group must successfully create, develop and manage such strategies and initiatives. In the future, the Group may experience periods of adaptation, transformation and change due to the deployment of new strategies and initiatives, which may generate or result in periods of uncertainty, or may have a material adverse effect. In addition, the success of such new strategies or initiatives depends on a number of factors, including, but not limited to, timely and successful execution of the new strategy and/or new initiative, market acceptance and the Group's ability to manage the risks associated with such new strategies and/or new initiatives, and there can be no assurances that any such changes to the Group's strategy and/or the adoption of new initiatives will be successful or have the impact intended by Management. The Group may make acquisitions that prove unsuccessful or strain or divert the Group's resources, including if the agreement with SIX Financial Information Sweden AB is terminated or not completed Making acquisitions is part of the Group's strategy. The Group makes strategic acquisitions to support growth and profitability. Successful growth through acquisitions is dependent upon the Group's ability to identify suitable acquisition targets, conduct appropriate due diligence, negotiate transactions on favourable terms, obtain required licences and authorisations and ultimately complete such acquisitions and integrate acquired entities into the Group. If the Group makes acquisitions, it may be unable to generate expected margins or cash flows, or realise the anticipated benefits of such acquisitions, including growth or expected synergies. The Group's assessment of and assumptions regarding acquisition targets could prove to be incorrect, and actual developments may differ significantly from expectations. The Group may not be able to integrate acquisitions successfully and such integration may require greater investment than anticipated, and the Group could incur or assume unknown or unanticipated liabilities or contingencies with respect to customers, employees, government authorities or other parties. The process of integrating acquisitions may also be disruptive to the Group's operations, as a result of, among other things, unforeseen legal, regulatory, contractual and other issues and difficulties in realising operating synergies, which could cause the Group's results of operations to decline. Moreover, any acquisition may divert Management's attention from day to day business and may result in the incurrence of additional debt. Should any of the above occur in connection with an acquisition, there could be a material adverse effect on the Group. With respect to acquisitions it is important for the Group to be able to retain customer relationships established by the acquired entity. This is referred to as migration of customers from the acquired entity's products and services to the ones of the Group. Should the Group fail to migrate customers as anticipated when making the acquisition, the acquisition may not be profitable and the Group may incur significant loss and/or additional 18

19 debt. Failure to implement migration in relation to acquisition of businesses may also result in the Group not being able to achieve its strategic goals on schedule or at all. In September 2016, the Company signed an agreement for the acquisition of SIX Financial Information Sweden AB's (and its affiliates) news service SIX News and existing Nordic customer base of the SIX's terminal (EDGE Display). The migration of SIX's terminal subscribers requires follow up by both SIX Financial and Infront until 30 November Prior to this both parties may terminate the agreement if the other party commits a material breach of the obligations under the agreement. The completion of the transaction, hereunder the completion of the migration of any SIX subscribers to the Company, shall be confirmed by the parties on 30 November If the agreement is terminated or not completed as contemplated or at all, for any reason, this could have a material adverse effect on the Group. The Group may be unable to protect and enforce its intellectual property rights The Group's technology and know-how is an inherent part of the daily business and business strategy, and the Group. The Group relies on a combination of trade secrets, confidentiality procedures and contractual provisions to protect its intellectual property rights. The Company currently has no trademark registrations, including for its commercial name "Infront", but is in the process of filing for trademark registration of "Infront" across the EEA. The Group cannot give any assurance that such registration will be successful approved by relevant governmental authorities, in part or at all. The Group cannot give an assurance that they have implemented sufficient measures to protect know-how and intellectual property rights. The Group cannot guarantee that they can fully compensate losses incurred by the Group due to its employees' or contractors' breach of confidentiality agreements with the Group. Further the Group's intellectual property rights and know-how does not secure the Group any competitive advantage. Whether or not the measures to secure the intellectual property and other confidential are successful, such information may still become known to competitors of the Group or be independently developed. If the Group is unable to protect and enforce its intellectual property rights, that could have a material adverse effect. It is also possible that the Group may infringe or be alleged to have infringed intellectual property rights owned by third parties who may challenge the Group's right to continue to use or sell certain products and/or may seek damages from the Group. Any infringement or other intellectual property claim made against the Group, whether or not it has merit, could be time-consuming, result in costly litigation, cause product delays or require the Group to enter into royalty or licencing agreements. If such complaints are successful it could have a material adverse effect. Business may be adversely affected by disruptions to IT systems and/or other third party supplied services/solutions. The Group's core services are based on providing market data and trading solutions to the financial industry. Customers use the Group's products in core business functions. It is important for companies operating within the financial industry to obtain information fast and in an efficient manner. Any disruptions to the Group's IT systems or interruptions caused by third party supplied services may impact the Group's ability to retain customers, as well as affect the Group's business and profitability. Delivery of wrong data or data not delivered on time may result in compensation claim from customers, as well as affecting the Group's reputations, which could have a material adverse effect. As the Group is providing a real-time service any downtime can seriously hurt the reputation as well as increase the risk of investment loss claims from customers. The most realistic major scenario in this respect would be network routing problems at a regional line provider with the impact of temporarily limiting access to a set of customers. The Group depends on its key executive Management and may not be able to retain or replace these individuals The Group depends on the leadership and experience of its key executive Management. The loss of the services of any of the Group's executive Management members could have a material adverse effect on its business and prospects, as it may not be able to find suitable individuals to replace such personnel on a timely basis or without incurring increased costs, or at all. Management believes that the Group's future success will depend greatly on 19

20 its continued ability to attract and retain highly skilled and qualified personnel. There is a high level of competition for experienced, successful personnel in both the technology market and the financial industry market. To the extent that the Group is unable to meet or satisfy its staffing requirements, the Group's growth and profitability may be impaired, which could have a material adverse effect on the Group's business, financial condition, results of operations, cash flows and/or prospects. Risk related to operating in multiple jurisdictions The Company has subsidiaries in Sweden, Finland, France, United Kingdom and South Africa and the Company may in the future operate in additional jurisdictions. Operating in multiple jurisdictions exposes the Group to several regulatory environments, which requires extra attention and costs in regard to compliance with foreign law. By operating in multiple jurisdictions the Group is dependent on the general economic condition in each country in which they operates. The Group must deal with different tax structures, and may not be able to transfer money from subsidiaries without incurring extra costs. The Group's results of operations and financial condition are subject to potential adverse fluctuations in currency exchange rates Fluctuations in currency exchange rates, particularly exchange rates between NOK against EUR, SEK, GBP and USD, have had, and are likely to continue to have, a significant transactional impact on the Group's results of operations. Most staff and developments costs are incurred in NOK. Fluctuations in currencies may be caused by a variety of different factors, including changes in the macroeconomic and political landscapes. Certain currencies, including NOK, may also be impacted by sensitivity and correlation to fluctuations in oil prices. Since June 2014, oil prices have declined significantly and the value of the NOK has decreased relative to benchmark currencies, which has increased the cost of services from suppliers purchased in, inter alia, USD and EUR. The Group may not be able to pass all such increased costs on to customers. Several of the agreements that the Group has entered into for supply of information used to provide its products and services to customers, inter alia agreements with stock exchanges, are long term agreements in local currency. The agreements as such do not contain any protection mechanism for the Group with respect to currency fluctuations. Hence, fluctuations in NOK or such local currency may result in significant currency losses with respect to such agreements. Furthermore, currency exchange rates may negatively affect the business in connection with the translation of income from certain of the Group's subsidiaries that do not report in NOK. Both revenue and operating expenses are exposed to foreign exchange rate fluctuations. In 2016, approximately 52.6 % of revenues were in SEK, 32.0 % in NOK, 10.6 % in DKK and 4.7 % in EUR. The Group seeks to reduce currency risk in its commercial agreements, but has no currency hedging in place. As a result, currency fluctuations may have a material adverse effect on the Group's cost of services sold, business, results of operations and financial condition in the future. Instability in the financial markets may adversely affect the Group's business Changes in global credit and equity markets, including market disruptions, limited liquidity and interest rate fluctuations may increase the cost of financing or restrict the Group's access and ability to obtain financing on acceptable terms. Tightening of credit markets could make it more difficult for the Group to access funds, refinance its existing indebtedness, enter into agreements for new indebtedness or obtain funding through the issuance of securities. Negative trends in the credit markets and/or financial institution failures could lead to lowered credit availability as well as difficulty in obtaining financing. In the event of limitations to its access to credit facilities, the Group's liquidity, continued growth and financial condition could be adversely affected. Any debt financing for the Group may impose financial and other covenants that restrict the Group's operations, and will require interest payments that would create additional cash demands and financial risk. Additionally, the Group's borrowing costs could be affected by ratings that independent rating agencies assign to the Group's short and long-term debt, which are based largely on the Group's performance as measured by credit metrics. 2.2 Risk related to laws and regulations Violations of and/or changes in laws and regulations, including employment laws and laws related to the Group's technology, could increase costs or change the way the Group does business 20

21 The Group is subject to numerous regulations, including labour and employment regulations, regulations concerning data protection and regulation concerning intellectual property. If these regulations were violated by the Group's Management or employees or by its vendors, the Group could be subject to fines or penalties or suffer reputational harm, which could reduce demand for the Group's products and services and have a material adverse effect. Similarly, changes in laws could make operating the Group's business more expensive or require the Group to change the way in which it conducts its business. For example, changes in laws relating to employee hours, wages, job classification and benefits could significantly increase the operating costs of the Group. In addition, changes in data protection laws could lead to increased costs for certain products or services sold by the Group and/or additional labour costs in connection with securing such information. It may be difficult for the Group to foresee regulatory or legal changes impacting its business, and any actions required in order to respond to, or prepare for, such changes could be costly and/or may negatively impact the Group's operations, and could have a material adverse effect. The Group may incur costs and reputational damage from litigation and intellectual property disputes The Group may be subject to legal proceedings in the future that may be significant and there can be no assurances that the outcome of pending or future proceedings and litigation will not have a material adverse effect. Litigation may be necessary to protect, enforce or defend the Group's intellectual property rights. Any litigation or claims brought by or against the Group (whether successful or not) could result in substantial costs and diversion of its resources. Any intellectual property litigation or claims against the Group could result in the loss or compromise of its intellectual property rights, could subject it to significant liabilities, require the Group to seek licences or prevent the Group from selling certain products and services. If any of the above risks were to materialise, the result could have a material adverse effect. See also Section "The Group may be unable to protect and enforce its intellectual property rights". Changes in tax laws, rules related to accounting for income taxes or adverse outcomes from audits by taxation authorities could impact the Group's effective tax rate The Group operates in Norway, Sweden, Finalnd, France, United Kingdom and South Africa, and its effective tax rate is derived primarily from the applicable tax rate in these countries. The Group's effective tax rate may be lower or higher than its tax rates have been in the past due to numerous factors, including the sources of its income and the tax filing positions it takes. The Group estimates its effective tax rate at any given point in time based on a calculated combination of the tax rates applicable to its Group and on estimates of the amount of business likely to be done in any given jurisdiction. Changes in rules related to accounting for income taxes, changes in tax laws in any of the jurisdictions in which the Group operates, expiration of tax credits formerly available, changes to the rules for deduction of debt interest costs or adverse outcomes from tax audits that the Group may be subject to in any of the jurisdictions in which it operates could result in an unfavourable change in its effective tax rate. The Group's transfer pricing documentation and policies may be challenged The Group has activity in five countries and different tax jurisdictions. As such, there is a risk that tax authorities may challenge the Group's transfer pricing documentation and policies regarding intercompany transactions between companies in the Group. Changes in rules related to transfer pricing documentation and policies in any of the jurisdictions in which the Group operates, or adverse outcomes from tax audits that the Group may be subject to in any of the jurisdictions in which it operates could have an adverse effect. Compliance with accounting standards and regulations, and changes in such standards and regulations Changes in accounting standards may mean that accounts or other financial information for the Group in previous financial periods are not representative for comparison with future financial information. The implementation of new accounting standards may materially impact the Group's financial statements. Furthermore, there is a risk that such new standards may affect several commonly used financial ratios and 21

22 performance metrics such as gearing, current ratio, asset turnover, interest cover, EBITDA, operating profit, net income, earnings per share, return on capital employed, return on equity, and cash flows from operations. Such changes may also, inter alia, affect any financing agreements and arrangements established by the Group, including covenants thereof, and borrowing costs. Accordingly, accounting changes might affect investors' perception of the financial performance of the Group and therefore could have an adverse effect. Antitrust and competition regulations or authorities may limit the Group's ability to grow and may force the Group to alter its business practices Depending on how a relevant market is defined by the Norwegian Competition Authority, the Swedish Competition Authority, the French Competition Authority, the British Competition Authority and/or the South African Competition Authority, the Group may be found to have a leading competitive position, which could restrict the ability of the Group to make additional expansion efforts, including through acquisitions. If the Group were deemed to have a "dominant position" in any given market, certain of its business practices may need to be altered or modified in order to comply with applicable regulations, and there can be no assurances that the relevant Competition Authority will not take action against the Group or that the Group will successfully implement or carry out any required alterations or modifications to its business practices. An enforcement action by such antitrust or competition authority in Norway, Sweden, United Kingdom, France and/or South Africa could have a material adverse effect on the Group's business, financial condition, results of operations, cash flows and/or prospects. The Group could be adversely affected by actual or alleged violations of applicable anti-bribery laws and regulations, and lack of historical policies or an introduction of new policies Domestic and foreign laws and regulations that are applicable to the Group's operations are complex and may increase the costs of regulatory compliance, limit or restrict the products the Group sells or subject the Group's business to the possibility of regulatory actions or proceedings. Anti-bribery and anti-corruption laws and regulations generally prohibit companies and their intermediaries from making improper payments to governmental officials or other persons for the purpose of obtaining or retaining business. While the Group's policies and programmes mandate compliance with applicable laws and regulations, including anti-bribery laws and other anti-corruption laws, the Group cannot assure that it will be successful in preventing its individual suppliers or agents from taking actions in violation of these laws or regulations. Such violations, or allegations of such violations, could disrupt the Group's business and result in a material adverse effect on the Group's business, financial condition, results of operations, cash flows and/or prospects. In addition, the Group may historically have had insufficient policies and/or internal guidelines to address all concerns relating to the Group's operations, which may have increased the risk of non-compliance with applicable regulations. Although the Group has increased its focus on meeting such possible concerns by, inter alia, adopting new and extended policies regarding corporate governance and compliance, there can be no assurances that the Group will comply with applicable regulations or will not incur liability or be otherwise negatively affected due to inadequate policies, historically or in the future. New or amended policies and guidelines may not be successfully implemented or prove to be insufficient to prevent the Group from incurring liability or bad press or be subject to other consequences. Any such factors may have a material adverse effect on the Group's business, financial condition, results of operations, cash flows and/or prospects. 2.3 Risks relating to the listing and the shares The Company will incur increased costs as a result of being a publicly traded company As a publicly traded company with its Shares listed on Oslo Børs, alternatively Oslo Axess, the Company will be required to comply with the Oslo Børs' reporting and disclosure requirements and with certain additional corporate governance requirements. The Company will incur additional legal, accounting and other expenses to comply with these and other applicable rules and regulations, including possibly the need to hire additional personnel. The Company anticipates that its incremental general and administrative expenses as a publicly traded company will include, among other things, costs associated with annual and quarterly reports to shareholders, with additional regulatory requirements that listed companies need to comply with, and with holding general meetings, in addition to additional costs to be spent on investor relations, incremental director and additional costs to be paid in relation to officer liability insurance costs and officer and director 22

23 compensation. Any such increased costs of the Company, individually or in the aggregate, could have a material adverse effect on the Group's business, financial condition, results of operations, cash flows and/or prospects. There may not be an active and liquid market for the Shares and the price of the Shares could fluctuate significantly An investment in the Shares is associated with a high degree of risk and the price of the Shares may not develop favourably. Prior to the Offering, there has been no public market for the Shares. Following the Listing, an active or liquid trading market for the Shares may not develop or be sustained, and the Shares may not be resold at or above the Offer Price. If such market fails to develop or be sustained, it could have a negative impact on the price of the Shares. Investors may not be in a position to sell their shares quickly, at the market price or at all if there is no active trading in the Shares. The share prices of publicly-traded companies can be highly volatile and, after the Offering, the price of the Shares could fluctuate substantially due to various factors, some of which could be specific to the Group and its operations, and some of which could be related to the industry in which the Group operates or equity markets generally. Some of the factors that could negatively affect the Share price or result in fluctuations in the price or trading volume of the Shares include, for example, changes in the Group's actual or projected results of operations or those of its competitors, changes in earnings projections or failure to meet investors' and analysts' earnings expectations, investors' evaluations of the success and effects of the strategy described in this Prospectus, as well as the evaluation of the related risks, changes in general economic conditions, changes in consumer preferences, an increase in market interest rates, changes in shareholders and other factors. As a result of these and other factors, the Shares may trade at prices significantly below the Offer Price. Market volatility and volume fluctuations have affected and continue to affect the market prices of securities issued by many companies, including companies in the technology market and companies which operates within the financial industry, and may occur without regard to the operating performance of such companies. The market price of the Shares may decline, and the Shares may trade at prices significantly below the Offer Price, regardless of the Group's actual operating performance, and there can be no assurances as to the liquidity of any market for the Shares, investors' ability to sell their Shares or the prices at which investors would be able to sell their Shares. One of the factors that could also influence the price of the Shares is its annual dividend yield, as compared to yields on other financial instruments. See also Section "The Group's ability to pay dividends in accordance with its dividend policy or otherwise is dependent on the availability of distributable reserves and the Company may be unable or unwilling to pay any dividends in the future". Thus, an increase in market interest rates will result in higher-yields on other financial instruments, which could adversely affect the price of the Shares. Kistefos, Lindeman AS and Nesbak AS, together or separately, may continue to exercise considerable influence on the Group and its operations, and the interests of these shareholders may conflict with those of other shareholders Upon completion of the Offering, Kistefos, Lindeman AS and Nesbak AS will hold a significant percentage of the Shares in the Company. Accordingly, existing shareholders may continue to retain a significant influence in the Group. The interests of existing shareholder may differ significantly from or compete with the Group's interests or those of other shareholders, and it is possible that existing shareholders may exercise influence over the Group in a manner that is not in the best interests of all shareholders. The concentration of share ownership could delay, postpone or prevent a change of control in the Group, and impact mergers, consolidations, acquisitions or other forms of combinations, as well as distributions of profit, which may or may not be desired by the other investors. Such conflicts could have a material adverse effect on the Group's business, financial condition, results of operations, cash flows and/or prospects. Future offerings of debt or equity securities by the Group may adversely affect the market price of the Shares and lead to substantial dilution of existing shareholders The Group may in the future seek to raise capital through offerings of debt securities (potentially including convertible debt securities) or additional equity securities in order to finance new capital-intensive projects, in connection with unanticipated liabilities or expenses or for any other purposes. An issuance of additional equity securities or securities with rights to convert into equity could reduce the market price for the Shares and would 23

24 dilute the economic and voting rights of the existing shareholders if made without granting subscription rights to existing shareholders. There can be no assurances that the Group will not decide to conduct further offerings of securities in the future, and because the time and nature of any future offering will depend on, amongst other things, the need for capital at the relevant point in time, assumed feasibility of different transaction alternatives and market conditions at the timing of such an offering, the Group cannot predict or estimate the amount, timing or nature of any future offering. Accordingly, the shareholders bear the risk of any future offerings reducing the market price of the Shares and/or diluting their shareholdings in the Group. Future sales, or the possibility for future sales, of shares after the Offering may affect the market price of the Shares The Group cannot predict what effect, if any, future sales of the Shares, or the availability of Shares for future sales, will have on the market price of the Shares. Sales of substantial amounts of the Shares in the public market following the Offering, including by the Selling Shareholders, or the perception that such sales could occur, could adversely affect the market price of the Shares, making it more difficult for holders to sell their Shares or the Company to sell equity securities at a time and price that they deem appropriate. Although the Company, the Institutional Shareholder and Kistefos Venture Capital II DA are expected to give an undertaking that will restrict their ability to issue, sell, contract to sell, pledge, transfer or otherwise dispose of Shares for six months after the first day of Listing, and the Selling Shareholders (other than the Institutional Shareholder and Kistefos Venture Capital II DA), the members of the Board of Directors and members of Management are expected to give an undertaking on the same for 12 months from the first day of Listing, the Mangers may, in their sole discretion and at any time, waive such restrictions on sales or transfer during this period. When the restricted periods expire, or if they are waived or terminated by the Managers, the Shares that are subject to the restrictions will be available for sale in the public market or otherwise, subject to applicable securities laws restrictions. Pre-emptive rights to subscribe for Shares in additional issuances could be unavailable to U.S. or other shareholders Under Norwegian law, unless otherwise resolved at the general meeting of shareholders, existing shareholders have pre-emptive rights to participate on the basis of their existing ownership of Shares in the issuance of any new Shares for cash consideration. Shareholders in the United States, however, could be unable to exercise any such rights to subscribe for new Shares unless a registration statement under the U.S. Securities Act is in effect in respect of such rights and Shares or an exemption from the registration requirements under the U.S. Securities Act is available. Shareholders in other jurisdictions outside Norway could be similarly affected if the rights and the new Shares being offered have not been registered with, exempted, or approved by, the relevant authorities in such jurisdiction. The Company is a group holding company with no independent operations and is dependent on earnings and distributions of funds from its operating subsidiaries for cash, including in order to pay dividends to Shareholders. As a matter of Norwegian law, the Company can pay dividends only to the extent that it has sufficient distributable reserves available which will depend upon the Company receiving cash from its operating subsidiaries in a manner which creates distributable reserves. The Company's ability to pay dividends to Shareholders will therefore depend on its future Group profitability, the ability to distribute or dividend profits from its operating subsidiaries up the Group structure to the Company, general economic conditions and other factors the Board of Directors deem significant from time to time. The Company is under no obligation to file a registration statement under the U.S. Securities Act or seek similar approvals under the laws of any other jurisdiction in respect of any such rights and Shares, and doing so in the future could be impractical and costly. To the extent that the Company's shareholders are not able to exercise their rights to subscribe for new Shares, their proportional interests in the Group will be diluted. Investors could be unable to exercise their voting rights for Shares registered in a nominee account Beneficial owners of the Shares that are registered in a nominee account (such as through brokers, dealers or other third parties) could be unable to vote such Shares unless their ownership is re-registered in their names with the VPS prior to any general meeting. There can be no assurances that beneficial owners of the Shares will receive the notice of any general meeting in time to instruct their nominees to either effect a re-registration of their Shares or otherwise vote their Shares in the manner desired by such beneficial owners. 24

25 The Group's ability to pay dividends in accordance with its dividend policy or otherwise is dependent on the availability of distributable reserves and the Company may be unable or unwilling to pay any dividends in the future Norwegian law provides that any declaration of dividends must be adopted by the shareholders at the general meeting, or by the Board of Directors in accordance with an authorisation from the general meeting. Dividends may only be declared to the extent that the Company has distributable funds and the Board of Directors finds such a declaration to be prudent in consideration of the size, nature, scope and risks associated with the Group's operations and the need to strengthen its liquidity and financial position. As a general rule, the general meeting may not declare higher dividends than the Board of Directors has proposed or approved. If, for any reason, the general meeting does not declare dividends in accordance with the above, a shareholder will, as a general rule, have no claim in respect of such non-payment, and the Company will, as a general rule, have no obligation to pay any dividend in respect of the relevant period. The Company's ability to distribute dividends may also be limited in the Group's financing agreements. Investors could be unable to recover losses in civil proceedings in jurisdictions other than Norway The Company is a public limited company organised under the laws of Norway. The majority of the members of the Board of Directors and Management reside in Norway. As a result, it may not be possible for investors to effect service of process in other jurisdictions upon such persons or the Company, to enforce against such persons or the Company judgments obtained in non-norwegian courts, or to enforce judgments on such persons or the Company in other jurisdictions. Norwegian law could limit shareholders' ability to bring an action against the Company The rights of holders of the Shares are governed by Norwegian law and by the Articles of Association. These rights may differ from the rights of shareholders in other jurisdictions. In particular, Norwegian law limits the circumstances under which shareholders of Norwegian companies may bring derivative actions. For example, under Norwegian law, any action brought by the Company in respect of wrongful acts committed against the Company will be prioritised over actions brought by shareholders claiming compensation in respect of such acts. In addition, it could be difficult to prevail in a claim against the Company under, or to enforce liabilities predicated upon, securities laws in other jurisdictions. Investors with a reference currency other than NOK will become subject to certain foreign exchange risks when investing in the Shares The Shares will be priced and traded in NOK on Oslo Børs, alternatively Oslo Axess, and any future payments of dividends on the Shares will be denominated in NOK. Investors registered in the VPS whose address is outside Norway and who have not supplied the VPS with details of any NOK account, will, however, receive dividends by cheque in their local currency, as exchanged from the NOK amount distributed through the VPS. If it is not practical in the sole opinion of DNB Bank ASA, being the Company's VPS registrar, to issue a cheque in a local currency, a cheque will be issued in USD. The issuing and mailing of cheques will be executed in accordance with the standard procedures of the Company's VPS registrar. The exchange rate(s) that is applied will be DNB Bank ASA's rate on the date of issuance. Exchange rate movements of NOK will therefore affect the value of these dividends and distributions for investors whose principal or reference currency is not NOK. Furthermore, the market value of the Shares as expressed in foreign currencies will fluctuate in part as a result of foreign exchange fluctuations. This could affect the value of the Shares and of any dividends paid on the Shares for an investor whose principal currency is not NOK. The transfer of Shares is subject to restrictions under the securities laws of the United States and other jurisdictions The Shares have not been registered under the U.S. Securities Act or any U.S. state securities laws or any other jurisdiction outside Norway and are not expected to be registered in the future. As such, the Shares may not be offered or sold except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. See Section 17 "Selling and transfer Restrictions". In addition, there is no assurances that shareholders residing or domiciled in the United States or other countries will be able to participate in future capital increases or rights offerings. 25

26 RESPONSIBILITY FOR THE PROSPECTUS 3.1 The Board of Directors of Infront ASA This Prospectus has been prepared in connection with the Offering and the Listing described herein. The Board of Directors of Infront ASA accepts responsibility for the information contained in this Prospectus. The members of the Board of Directors confirm that, after having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omissions likely to affect its import. Oslo, 19 September 2017 Gunnar Jacobsen Chairman Benjamin Jonathan Christoffer Røer Board member Beate Skjerven Nygårdshaug Board member Mark Ivin Board member Torun Reinhammar Board member 26

27 GENERAL INFORMATION 4.1 Other important investor information The Company has furnished the information in this Prospectus. No representation or warranty, express or implied is made by the Selling Shareholders or the Managers as to the accuracy, completeness or verification of the information set forth herein, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. The Selling Shareholders and the Managers assume no responsibility for the accuracy or completeness or the verification of this Prospectus and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this Prospectus or any such statement. Neither the Company, the Selling Shareholders, nor the Managers, or any of their respective affiliates, representatives, advisers or selling agents, is making any representation to any offeree or purchaser of the Offer Shares regarding the legality or suitability of an investment in the Offer Shares. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Offer Shares. Investing in the Offer Shares involves a high degree of risk. See Section 2 "Risk factors". In connection with the Offering, the Managers and any of their respective affiliates, acting as an investor for its own account, may take up Offer Shares in the Offering and in that capacity may retain, purchase or sell for its own account such securities and any Offer Shares or related investments and may offer or sell such Offer Shares or other investments otherwise than in connection with the Offering. Accordingly, references in the Prospectus to Offer Shares being offered or placed should be read as including any offering or placement of Offer Shares to the Managers or any of their respective affiliates acting in such capacity. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. 4.2 Presentation of financial and other information Financial information The Company has in connection with the Listing implemented financial reporting in accordance with IFRS, after historically having reported in accordance with N-GAAP. IFRS financial reporting has been implemented from and including the year ended 31 December 2016, and presented in this Prospectus with comparable figures for the year ended 31 December The Group's audited financial statements as of, and for the years ended, 31 December 2016 and 2015 included in Appendix B 1 to this Prospectus have been prepared in accordance with IFRS. The Group's unaudited financial statements as of, and for the six month period ended 30 June 2017 included in Appendix C to this Prospectus have been prepared in accordance with IAS 34 "Interim financial reporting" (the "Interim Financial Statements"). BDO AS has conducted a limited review of the Interim Financial Statements, attached hereto together with the Interim Financial Statements in Appendix C. This Prospectus also presents the Company's financial statements for the years ended 31 December 2015 and 2014 prepared in accordance with N-GAAP. Inclusion of historical financial information for the year ended 31 December 2014 has not been required pursuant to the EU Prospectus Directive, but is included to provide additional historical information. The financial statements for the year ended 31 December 2014 has been prepared in accordance with N-GAAP. In order to bridge the financial information with the implemented IFRS financial reporting, the Company has also presented its financial statements for the year ended 31 December 2015 in accordance with N-GAAP. The Group's financial statements for the years ended 31 December 2016 and 2015 prepared in accordance with IFRS (the "IFRS Annual Accounts") and financial statements for the years ended 31 December 2015 and 2014 prepared in accordance with N-GAAP (the "N-GAAP Annual Accounts") have been audited by BDO AS, as set forth in their report thereon included herein in Appendix B. The IFRS Annual Accounts and the N-GAAP Annual Accounts are collectively referred to as "Audited Financial Statements". 27

28 In this Prospectus, all references to "NOK" are to the lawful currency of Norway. The Company prepares its financial statements in NOK (presentation currency). Unless otherwise noted, all amounts in this Prospectus are expressed in NOK. Certain figures included in this Prospectus have been subject to rounding adjustments (by rounding to the nearest whole number or decimal or fraction, as the case may be). Accordingly, figures shown for the same category presented in different tables may vary slightly. As a result of rounding adjustments, the figures presented may not add up to the total amount presented. Non-IFRS financial measures / Alternative Performance Measures ("APM") In this Prospectus, the Group presents certain non-ifrs financial measures/apm: Adjusted EBITDA represents EBITDA adjusted for IPO related costs Adjusted EBITDA Margin represents the Adjusted EBITDA as a percentage of revenue EBITDA represents operating profit before depreciation, amortisation and impairment EBITDA Margin represents EBITDA as a percent of revenue The non-ifrs financial measures/apm presented herein are not measurements of performance under IFRS or other generally accepted accounting principles and investors should not consider any such measures to be an alternative to: (a) operating revenues or operating profit (as determined in accordance with IFRS or other generally accepted accounting principles), as a measure of the Group's operating performance; or (b) any other measures of performance under generally accepted accounting principles. The non-ifrs financial measures/apm presented herein may not be indicative of the Group's historical operating results, nor are such measures meant to be predictive of the Group's future results. The Company believes that the non-ifrs measures/apm presented herein are commonly reported by companies in the markets in which it competes and are widely used by investors in comparing performance on a consistent basis without regard to factors such as depreciation, amortisation and impairment, which can vary significantly depending upon accounting methods (particularly when acquisitions have occurred), business practice or based on non-operating factors. Accordingly, the Group discloses the non-ifrs financial measures/apm presented herein to permit a more complete and comprehensive analysis of its operating performance relative to other companies and across periods, and of the Group's ability to service its debt. Because companies calculate the non-ifrs financial measures/apm presented herein differently, the Group's presentation of these non-ifrs financial measures/apm may not be comparable to similarly titled measures used by other companies. The non-ifrs financial measure/apm are not part of the Company's Consolidated Financial Statements, and are thereby not audited. The Company can give no assurance as to the correctness of such non-ifrs financial measures/apm and investors are cautioned that such information involve known and unknown risks, uncertainties and other factors, and are based on numerous assumptions. Given the aforementioned uncertainties, prospective investors are cautioned not to place undue reliance on any of these non-ifrs financial measures/apm. Certain terms used For definitions of certain terms and metrics used throughout this Prospectus, see Section 10 "Financial information" and Section 21 "Definitions and glossary ". Trademarks The Group has not currently registered any trademarks. The Company intends to register "Infront" as a trademark under their scope of operations. However, the Company cannot guarantee that such registration will be successful. Each trademark, trade name or service mark of any other company appearing in this Prospectus belongs to its holder. Solely for convenience, the trademarks, trade names and copyrights referred to in this Prospectus are listed without the, and symbols. 28

29 Industry and market data This Prospectus contains statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to the Group's business and the industries and markets in which it operates. Unless otherwise indicated, such information reflects the Group's estimates based on analysis of multiple sources, including data compiled by professional organisations, consultants and analysts and information otherwise obtained from other third party sources, such as annual and interim financial statements and other presentations published by listed companies operating within the same industry as the Group, as well as the Group's internal data and its own experience, or on a combination of the foregoing. Unless otherwise indicated in the Prospectus, the basis for any statements regarding the Group's competitive position is based on the Company's own assessment and knowledge of the market in which it operates. The Company confirms that where information has been sourced from a third party, such information has been accurately reproduced and that as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. Where information sourced from third parties has been presented, the source of such information has been identified. The Company does not intend, and does not assume any obligations to, update industry or market data set forth in this Prospectus. Industry publications or reports generally state that the information they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. The Company has not independently verified and cannot give any assurances as to the accuracy of market data contained in this Prospectus that was extracted from these industry publications or reports and reproduced herein. Market data and statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. As a result, prospective investors should be aware that statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data in this Prospectus and projections, assumptions and estimates based on such information may not be reliable indicators of the Group's future performance and the future performance of the industry in which it operates. Such indicators are necessarily subject to a high degree of uncertainty and risk due to the limitations described above and to a variety of other factors, including those described in Section 2 "Risk factors" and elsewhere in this Prospectus. The following third party sources have been used in this Prospectus: - Burton Taylor Global market data demand (2012, 2013, 2014, 2015, 2016) - PwC: Market Assessment (the "PwC Report") - Coalition Analytics IB Index (2015, 2016) - Mergermarket Screen Consultants Please note that the third-party sources referred to are not freely available. 4.3 Forward-looking statements This Prospectus contains forward-looking statements, including, but not limited to, certain statements as set forth under Section 6 "Industry and market overview", 7 "Presentation of the Group" and 11 "Operating and financial review", and elsewhere in the Prospectus. Such forward looking statements include, without limitation, projections and expectations regarding the Group's future financial position, business strategy, plans and objectives. All forward-looking statements included in the Prospectus are based on information available to the Company, and views and assessments of the Company, as at the date of this Prospectus. Except as required by the applicable stock exchange rules or applicable law, the Company does not intend, and expressly disclaims any obligation or undertaking, to publicly update, correct or revise any of the information included in this Prospectus, including forward-looking information and statements, whether to reflect changes in the Company's expectations with regard thereto or as a result of new information, future events, changes in conditions or circumstances or otherwise on which any statement in this Prospectus is based. 29

30 When used in this document, the words "anticipate", "assume", "believe", "can", "could", "estimate", "expect", "intend", "may", "might", "plan", "should", "will", "would" or, in each case, their negative, and similar expressions, as they relate to the Company, its subsidiaries or its management, are intended to identify forwardlooking statements. The Company can give no assurance as to the correctness of such forward-looking statements and investors are cautioned that any forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company and its subsidiaries, or, as the case may be, the industry, to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Company and its subsidiaries operate. Factors that could cause the Company's actual results, performance or achievements to materially differ from those in the forward-looking statements include but are not limited to, the competitive nature of the markets in which the Company operates, technological developments, government regulations, changes in economic conditions or political events. These forward-looking statements reflect only the Company's views and assessment as at the date of this Prospectus. Factors that could cause the Company's actual results, performance or achievements to materially differ from those in the forward-looking statements include, but are not limited to, those described in Section 2 "Risk factors" and elsewhere in the Prospectus. Given the aforementioned uncertainties, prospective investors are cautioned not to place undue reliance on any of these forward-looking statements. 30

31 THE OFFERING This Section sets out the terms and conditions pursuant to which all applications for Offer Shares in the Offering are made. Investing in the Offer Shares involves inherent risks. In making an investment decision, each investor must rely on its own examination, analysis of and enquiry into the Company and the terms of the Offering, including the merits and risks involved. None of the Company, the Selling Shareholders or the Managers, or any of their respective representatives or advisers, is making any representation to any offeree or purchaser of the Offer Shares regarding the legality or suitability of an investment in the Offer Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Offer Shares. You should read this Section in conjunction with the other parts of the Prospectus, in particular Section 2 "Risk factors". 5.1 Background for the Offering and Listing and use of proceeds The Listing is an important element in the Company's strategy. Through the Listing, the Company aims to provide a regulated marketplace for trading of its Shares. The Listing will further make the Shares more attractive as transaction currency in potential future acquisitions or mergers. In addition, the Company believes that the Listing will help to further strengthen the Company's profile in the markets in which it operates. The purpose of the Offering is to strengthen the strategic and financial position of the Company, inter alia to allow the Company to take an active role in the industry consolidation, and the net proceeds from the issue of the New Shares are primarily intended to be used for this purpose. Parts of the net proceeds from the issue of the New Shares may also be used for general corporate purposes, although no amount has been specifically allocated. The Company estimates gross proceeds from the issue of the New Shares of approximately NOK 100 million. The use and allocation of the net proceeds from the issue of the New Shares on the above purposes will be considered by the Company on a continuing basis. The Offering will also broaden the Company's shareholder structure. The Offer Shares are all of the same class and will have ISIN NO Overview of the Offering The Offering consists of (i) an offer of New Shares to raise gross proceeds of approximately NOK 100 million and (ii) an offer of up to 7,260,755 Secondary Shares, all of which are existing, validly issued and fully paid-up registered Shares with a par value of NOK 0.10, offered by the Selling Shareholders. In addition, the Managers, utilizing the Over-Allotment Option, is expected to be granted an option to over-allot a number of Additional Shares equalling up to 15% of the number of Offer Shares allocated in the Offering. The Institutional Shareholder is expected to grant the Stabilisation Manager, on behalf of the Managers, the Lending Option and the Greenshoe Option to borrow and purchase a corresponding number of Shares to cover any such over-allotments (see Section 5.8 "Over Allotment Option and stabilisation activities"). The Offering consists of: An Institutional Offering, in which Offer Shares are being offered (a) to institutional and professional investors in Norway and Sweden, (b) to investors outside Norway, Sweden and the United States, subject to applicable exemptions from prospectus and other filing requirements, and (c) in the United States to QIBs as defined in Rule 144A under the U.S. Securities Act in transactions exempt from or not subject to registration requirements under the U.S. Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 2,500,000. A Retail Offering, in which Offer Shares are being offered to the public in Norway and Sweden subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 2,499,999 for each investor. Investors who intend to place an order in excess of NOK 2,499,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Retail Offering will be treated as one aggregated application with respect to the maximum application limit, as set out in Section "Minimum and maximum application". An Employee Offering, in which Offer Shares are being offered to the Eligible Employees and Norwegian members of the Board of Directors, subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 2,499,999 for each Eligible Employee. Investors who intend to place an 31

32 order in excess of NOK 2,499,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Employee Offering will be treated as one aggregated application with respect to the maximum application limit. Eligible Employees applying for Offer Shares in the Employee Offering will be guaranteed allocation for a number of Offer Shares equivalent to NOK 30,000 based on the final Offer Price. Each Eligible Employee being allocated Offer Shares will receive a discount of 10%, up to a maximum of NOK 3,000 per Eligible Employee, on the aggregate amount payable by such investors, as set out in Section "Minimum and maximum application". Norwegian members of the Board of Directors will be guaranteed allocation for a number of Offer Shares equivalent to NOK 1,000,000 based on the final Offer Price. For a brief description of the Norwegian and Swedish tax effects of such discount, please see Section 16.1 "Norwegian taxation" and Section 16.2 "Swedish taxation". All offers and sales outside the United States will be made in compliance with Regulation S under the U.S. Securities Act. The Company and the Principal Shareholders have, in consultation with the Managers, set an Indicative Price Range for the Offering from NOK 20 to NOK 23 per Offer Share. The Company and the Principal Shareholders in consultation with the Managers, will determine the number of Offer Shares and the Offer Price on the basis of the bookbuilding process in the Institutional Offering and the applications received in the Retail Offering and the Employee Offering. The bookbuilding process, which will form the basis for the final determination of the Offer Price and the number of Offer Shares, will be conducted only in connection with the Institutional Offering. The Indicative Price Range may be amended during the Bookbuilding Period. Any change to the Indicative Price Range will be communicated by way of a stock exchange announcement distributed through Oslo Børs' information system. Assuming that the Offer Price is set at the mid-point of the Indicative Price Range and that 4,651,162 New Shares and all the Secondary Shares are sold in the Offering (and excluding any over-allotted shares), the aggregate gross amount of the Offering will be approximately NOK 256 million. The Bookbuilding Period for the Institutional Offering is expected to take place from 09:00 hours CET on 20 September 2017 to 16:30 hours CET on 27 September The Application Period for the Retail Offering and the Employee Offering is expected to last from 09:00 hours CET on 20 September 2017 to 16:30 hours CET on 27 September The Company, in consultation with the Managers, reserves the right to extend the Bookbuilding Period and/or the Application Period at any time. Any extension of the Bookbuilding Period and/or the Application Period will be announced through Oslo Børs information system on or before 09:00 hours CET on the first business day following the then prevailing expiration date of the Bookbuilding Period and/or the Application Period. An extension of the Bookbuilding Period and/or the Application Period can be made one or several times provided, however, that in no event will the Bookbuilding Period and/or the Application Period be extended beyond 14:00 hours CET on 6 October In the event of a an extension of the Bookbuilding Period and/or the Application Period, the allocation date, the payment due dates and the dates of delivery of Offer Shares will be changed accordingly, but the date of the Listing and commencement of trading on Oslo Børs, alternatively Oslo Axess, may not necessarily be changed. The Bookbuilding Period and/or the Application Period may not be shortened. The New Shares are, subject to the conditions set out in Section 5.11 "Conditions for completion of the Offering", expected to be issued following a resolution by the Board of Directors of the Company on or about 27 September 2017 pursuant to a power of attorney granted by the General Meeting, see Section 5.4 "Resolution relating to the Offering and the issue of New Shares". The Company expects that the share capital increase pertaining to the New Shares will be registered in the Norwegian Register of Business Enterprises on 28 September 2017, and the Company expects that the Offer Shares (both New Shares and Secondary Shares) in the Retail Offering and the Employee Offering will be delivered to the applicants' VPS accounts on or about 2 October 2017, subject to timely payment, and that the Offer Shares in the Institutional Offering will be delivered to the applicants' VPS accounts on or about 2 October 2017, subject to timely payment. Trading in the Shares on Oslo Børs, alternatively Oslo Axess, is expected to commence on or about 29 September Trading in the Offer Shares prior to actual delivery is at the risk of the investor. 32

33 The Company expects that it will, on or about 27 September 2017, together with the Principal Shareholders, enter into a placement agreement (the "Placement Agreement") with the Managers with respect to the Offering. On the terms and subject to the conditions set forth in the Placement Agreement, the Managers are on 27 September 2017 expected to, in order to provide for prompt registration of the New Shares with the Norwegian Register of Business Enterprises, subscribe and pay for the New Shares allocated in the Offering at a total subscription amount equal to the Offer Price multiplied by the number of New Shares and to sell such New Shares onwards to the applicants being allocated Offer Shares in the Offering at the Offer Price, adjusted for discount on Offer Shares allocated to Eligible Employees in the Employee Offering as set out in Section 5.7 "The Employee Offering". Irrespective of any such subscription and payment for New Shares, the initial applicant will remain liable for payment of the Offer Price for the Offer Shares allocated to the applicant, together with any interest, costs, charges and expenses accrued, and the Company, the Selling Shareholders and/or the Managers may enforce payment of any such amount outstanding. The subscription, payment and onwards sale by the Managers of New Shares as described above constitute an integrated sales process where the applicants purchase New Shares from the Company based on this Prospectus, which has been prepared by the Company. By purchasing Offer Shares, the applicants waive any claims against any of the Managers. In addition, the Institutional Shareholder is expected to grant to the Stabilisation Manager, on behalf of the Managers, the Greenshoe Option to acquire from the Institutional Shareholder a number of Shares at the Offer Price equalling up to approximately 15% of the aggregate number of New Shares and Secondary Shares allocated in the Offering, exercisable, in whole or in part, within a 30-day period commencing at the time at which trading in the Shares commences on Oslo Børs, alternatively Oslo Axess, which is expected to be at 09:00 hours CET on 29 September The Greenshoe Option is granted to cover over-allotments, if any, in connection with the Offering on the terms and subject to the conditions described in this Prospectus. In order to permit delivery in respect of over-allotments made, if any, the Institutional Shareholder is expected to grant to the Stabilisation Manager, on behalf of the Managers, the Lending Option to require the Institutional Shareholder to lend to the Stabilisation Manager, on behalf of the Managers, up to a number of Shares equal to the number of Additional Shares. See Section 5.8 "Over Allotment Option and stabilisation activities" for further details. The Company has made and will make certain representations and warranties in favour of, and agreed to certain undertakings with the Managers in the mandate agreement, the Placing Agreement and ancillary agreements and documents entered into and to be entered into in connection with the Offering and Listing, including an undertaking to indemnify the Managers against certain losses and liabilities arising out of or in connection with the Offering and Listing. Further, the Company, the Institutional Shareholder and Kistefos Venture Capital II DA are expected to give undertakings that restrict their ability to issue, sell, contract to sell, pledge, transfer or otherwise dispose of Shares for six months after the first day of Listing, subject to certain exemptions. The Selling Shareholders (other than the Institutional Shareholder and Kistefos Venture Capital II DA), the members of the Board of Directors, members of Management and certain other senior personnel are expected to give undertakings on the same for 12 months from the first day of Listing, subject to certain exemptions. For more information on these restrictions, see Section 5.17 "Lock-up". See Section 5.19 "Proceeds and expenses related to the Offering" for information regarding fees expected to be paid to the Managers and costs expected to be paid by the Company in connection with the Offering. The Company and the Principal Shareholders reserve the right, in consultation with the Managers, to withdraw, suspend or revoke the Offering at any time prior to final allocation at its sole discretion (and for any reason). 5.3 Timetable The table below provides certain indicative key dates for the Offering: Date 1 Commencement of Bookbuilding Period and the Application Period (at 09:00 CET) 20 September 2017 Meeting of the board of directors of Oslo Børs (to resolve on the listing application of the Company) 25 September

34 End of the Application Period at 16:30 CET 27 September End of the Bookbuilding Period at 16:30 CET 27 September Allocation of Offer Shares 27 September 2017 Allocation letters distributed 27 September 2017 Registration of the share capital increase pertaining to the New Shares with the Norwegian Register of Business Enterprises Payment due date for the Offer Shares in the Retail Offering and the Employee Offering 28 September September 2017 Commencement of trading in the Shares on Oslo Børs, alternatively Oslo Axess 29 September 2017 Payment due date for the Offer Shares in the Institutional Offering 2 October 2017 Delivery of Offer Shares in the Institutional Offering, the Retail Offering and the Employee Offering, subject to timely payment 2 October Subject to extension. To the extent the Bookbuilding Period and/or the Application Period is extended, all later dates referred to in this table may be adjusted correspondingly. Please refer to 5.5 through 5.22 below for further details on the terms of the Offering. 5.4 Resolution relating to the Offering and the issue of New Shares The Company resolved on an extraordinary general meeting held 19 April 2017 to grant the Board of Directors an authorisation to increase the share capital of the Company with up to a total par value of NOK 649,500 by issuing up to 6,495,000 new Shares, each having a par value of NOK The resolution has the following wording (English office translation): "The Company's board of directors is authorised to increase the share capital, on the following conditions: 1. The share capital may, in one or more rounds, be increased by a total of up to NOK 649, The authorisation can be used for initial public offering in relation to the application for listing of the Company's shares on Oslo Børs. 3. The authorisation shall be valid until the ordinary general meeting in 2018, but no later than 30 June The shareholders pre-emption for subscription of shares may be set aside. 5. The authorisation includes increase of share capital with contribution in kind or the right to incur the Company special obligations. 6. The authorisation does not include decision on merger. 7. The authorization replaces all previous authorisations to increase the share capital granted to the board of directors." The resolution was registered in the Register of Business Enterprises on 15 May The authorisation enables the Board of Directors to carry out the share issue contemplated by the Offering. Following the end of the Bookbuilding Period and the Application Period, the Board of Directors and the Principal Shareholders will on or about 27 September 2017 consider and, if thought fit, approve the completion of the Offering and determine the final Offer Price, the number of Offer Shares to be issued and sold and the allocation of the Offer Shares. 34

35 The share issue pertaining to the New Shares is expected to be carried out following a resolution by the Board of Directors in accordance with the authorisation granted by the extraordinary general meeting held 19 April 2017 as referred to above. The resolution is expected to be passed on or about 27 September The shareholders' pre-emptive rights to subscribe for and be allotted the New Shares will be set aside in the Offering in order to provide for the purposes of the Offering and for the Company to fulfil the listing requirements of Oslo Børs as set out in Section 5.11 "Conditions for completion of the Offering". The pre-emptive rights are set aside to the benefit of the applicants in the Offering. 5.5 The Institutional Offering Determination of the number of Offer Shares and the Offer price The non-binding Indicative Price Range from NOK 20 to NOK 23 per Offer Share has been set by the Board of Directors and the Principal Shareholders, after consultation with the Managers. The Company and the Principal Shareholders, after consultation with the Managers, reserve the right to change the Indicative Price Range. Any change to the Indicative Price Range will be communicated by way of a stock exchange announcement distributed through Oslo Børs' information system, before the opening of trading on the last day of the then prevailing Bookbuilding Period. The final Offer Price may be set within, below or above the Indicative Price Range. The final Offer Price, the number of New Shares to be issued and the number of Secondary Shares to be sold will be determined by the Board of Directors and the Principal Shareholders, after consultation with the Managers, on the basis of applications received and not withdrawn in the Institutional Offering during the Bookbuilding Period and the applications received in the Retail Offering and the Employee Offering. Investors applications for Offer Shares in the Institutional Offering will, after the end of the Bookbuilding Period, be irrevocable and binding regardless of whether the Offer Price is set within, above or below the Indicative Price Range. The final Offer Price is expected to be announced through Oslo Børs' information system under the Company's ticker "INFRNT" on or before 27 September Bookbuilding Period The Bookbuilding Period for the Institutional Offering is expected to take place from 09:00 CET on 20 September 2017 until 16:30 CET on 27 September 2017, unless extended. The Company reserves the right, in consultation with the Managers, to extend the Bookbuilding Period at any time. Any extension of the Bookbuilding Period will be announced through the information system of Oslo Børs on or before 09:00 hours CET on the first business day following the prevailing expiration date of the Bookbuilding Period. An extension may take place one or several times, provided, however, that the Bookbuilding Period will in no event be extended beyond 14:00 CET on 6 October In the event of extension, the allocation date, the payment due date and the date of delivery of Offer Shares may be changed accordingly but the date of the Listing and commencement of trading on Oslo Børs, alternatively Oslo Axess, may not necessarily be changed. The Bookbuilding Period and/or the Application Period may not be shortened. Minimum application The minimum application in the Institutional Offering is NOK 2,500,000. Investors who intend to place an application for less than NOK 2,500,000 must do so in the Retail Offering or the Employee Offering (if applicable). Application for Offer Shares Applications for Offer Shares in the Institutional Offering must be made during the Bookbuilding Period by informing one of the Managers shown below, of the number of Offer Shares that the applicant wishes to apply for and the price per Offer Share that the applicant is offering to pay for such Offer Shares. All applications in the Institutional Offering will be treated in the same manner regardless of which Manager the applicant chooses to place the application with. 35

36 ABG Sundal Collier ASA Munkedamsveien 45D, N-0115 Oslo P.O. Box 1444 Vika Telephone: Web: Danske Bank, Norwegian branch Bryggetorget 4, N-0250 Oslo P.O. Box 1170 Sentrum Telephone: Web: Any oral order placed in the Institutional Offering will be binding upon the applicant and subject to the same terms and conditions as a written order. However, the Managers can, at any time and in their sole discretion, require the applicant to confirm any orally placed application in writing. By applying for Offer Shares, the applicant authorize and instruct each of the Managers (or someone appointed by any of them) acting jointly or severally to transfer and/or subscribe for the Offer Shares allocated to the applicant and to take all actions required to transfer such Offer Shares to the VPS Registrar and ensure delivery of the beneficial interests to such Offer Shares to the applicant. Applications in the Institutional Offering made may be withdrawn or amended by the applicant at any time up to the end of the Bookbuilding Period. After the end of the Bookbuilding Period, all applications that have not been withdrawn or amended are irrevocable and binding upon the applicant. Allocation, payment for and delivery of Offer Shares The Managers expect to issue notifications of allocation of Offer Shares in the Institutional Offering on or about 27 September 2017, by issuing contract notes to the applicants by or otherwise. Payment and delivery of Offer Shares in the Institutional Offering will take place against delivery of Offer Shares to the Norwegian VPS account specified by the applicant. Payment and delivery of Offer Shares are expected to take place on or about 2 October 2017 (the "Institutional Payment Date"). Overdue payments will be charged with interest at the applicable rate from time to time under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100, which at the date of this Prospectus is 8.50% per annum. Should payment not be made when due, the Offer Shares allocated will not be delivered to the applicant, and each of the Company, the Selling Shareholders and/or the Managers reserve the right, at the risk and cost of the applicant to cancel the application and to re-allot or otherwise dispose of the allocated Offer Shares on such terms and in such manner as each the Company, the Selling Shareholders and the Managers may decide in accordance with Norwegian law (and the applicant will not be entitled to any profit therefrom). The initial applicant remains liable for payment of the Offer Price for the Offer Shares allocated to the applicant together with any interest, cost, charges and expenses accrued, and each of the Company, the Selling Shareholders and/or the Managers may enforce payment for any such amount outstanding. 5.6 The Retail Offering Offer Price The Offer Price for the Offer Shares offered in the Retail Offering will be the same as in the Institutional Offering, see Section "Determination of the number of Offer Shares and the Offer price". Each applicant in the Retail Offering will be permitted, but not required, to indicate when ordering through the VPS online application system or on the application form to be used to apply for Offer Shares in the Retail Offering, attached to this Prospectus as Appendix D (the "Retail Application Form") that the applicant does not wish to be allocated Offer Shares should the Offer Price be set higher than the highest price in the Indicative Price Range (i.e. NOK 23 per Offer Share). If the applicant does so, the applicant will not be allocated any Offer Shares in the event that the Offer Price is set higher than the highest price in the Indicative Price Range. If the applicant does not expressly stipulate such reservation when ordering through the VPS online application system or on the Retail Application Form, the application will be binding regardless of whether the Offer Price is set within or above (or below) the Indicative Price Range, provided that the Offer Price has been determined on the basis of orders placed during the bookbuilding process described above. 36

37 Application Period The Application Period for the Retail Offering will last from and including 09:00 CET on 20 September 2017 until 16:30 CET on 27 September 2017, unless extended. The Company reserves the right, in consultation with the Managers, to extend the Application Period at any time. Any extension of the Application Period will be announced through the information system of Oslo Børs no later than on or before 09:00 hours CET on the first business day following the prevailing expiration date of the Application Period. An extension may take place one or several times, provided, however, that the Application Period will in no event be extended beyond 14:00 CET on 6 October In the event of extension, the allocation date, the payment due date and the date of delivery of Offer Shares may be changed accordingly, but the date of the Listing and commencement of trading on Oslo Børs, alternatively Oslo Axess, may not necessarily be changed. The Bookbuilding Period and/or the Application Period may not be shortened. Minimum and maximum application The Retail Offering is subject to a minimum application amount of NOK 10,500 and a maximum application amount of NOK 2,499,999 for each applicant. Multiple applications are allowed. One or multiple applications from the same applicant in the Retail Offering with a total application amount in excess of NOK 2,499,999 will be adjusted downwards to an application amount of NOK 2,499,999. If two or more identical Retail Application Forms are received from the same applicant, the application form will only be counted once unless otherwise explicitly is stated on one of the application forms. In the case of multiple applications through the online application system or applications made both on a physical application form and through the online application system, all applications will be counted and aggregated. Investors who intend to place an order in excess of NOK 2,499,999 must do so in the Institutional Offering. Application Procedures and application offices Applicants in the Retail Offering who are residents of Norway with a Norwegian personal identification number are recommended to apply for Offer Shares through the VPS online application system by following the link to such online application system on the following websites and Applicants in the Retail Offering not having access to the VPS online application system must apply using the Retail Application Form attached to this Prospectus as Appendix D "Retail Application Form". Retail Application Forms, together with this Prospectus, can be obtained from the Company, the Company s website the Managers websites listed above or the application offices set out below. Swedish applicants in the Retail Offering who have a securities account with the VPS system may place their application with the application offices set out below. Other Swedish applicants should place their application with Nordnet Bank NUF acting as placing agent for the Retail Offering on behalf of the Managers. The application offices in the Retail Offering are: ABG Sundal Collier ASA Munkedamsveien 45D, N-0115 Oslo P.O. Box 1444 Vika Telephone: retail@abgsc.no Web: Danske Bank, Norwegian branch Bryggetorget 4, N-0250 Oslo P.O. Box 1170 Sentrum Telephone: emisjoner@danskebank.com Web: Accurately completed Retail Application Forms must be received by one of the Managers at the application offices listed above or registered electronically through the VPS application system by 16:30 CET on 27 September 2017, subject to any extension of the Application Period. Retail Application Forms sent by regular mail close to the end of the Application Period are likely to arrive after the deadline. Neither the Company, the Selling Shareholders nor the Managers may be held responsible for postal delays, unavailable internet lines or servers or other logistical or technical matters that may result in applications not being received in time or at all by any application office. Subject to Section "Offer Price" above, all applications for Offer Shares in the Retail Offering will be irrevocable and binding once the applicant's Retail Application Form has been duly received by one of the 37

38 application offices, or in the case of applications through the VPS online application system, upon registration of the application, irrespective of any extension of the Application Period, and cannot be withdrawn, cancelled or modified by the applicant after having been received by the application office, or in the case of applications through the VPS online application system, upon registration of the application. By applying for Offer Shares, the applicant authorizes and instructs each of the Managers (or someone appointed by any of them) acting jointly or severally to transfer and/or subscribe for the Offer Shares allocated to the applicant and to take all actions required to transfer such Offer Shares to the VPS Registrar and ensure delivery of the beneficial interests to such Offer Shares to the applicant. Retail Application Forms that are incomplete or incorrectly completed, electronically or physically, or that are received after the expiry of the Application Period, and any application that may be unlawful, may be disregarded without further notice to the applicant. All applications in the Retail Offering will be treated in the same manner regardless of which Manager the applicant chooses to place the application with. Further, all applications in the Retail Offering will be treated in the same manner regardless of whether they are submitted by delivery of a Retail Application Form or through the VPS online application system. Nordnet Bank NUF is acting as placing agent for the Retail Offering on behalf of the Managers. Allocation, payment and delivery of Offer Shares in the Retail Offering ABG Sundal Collier ASA, acting as settlement agent for the Retail Offering, expects to issue notifications of allocation of Offer Shares in the Retail Offering on or about 27 September 2017, by issuing allocation notes to the applicants by mail or otherwise. Any applicant wishing to know the precise number of Offer Shares allocated to it, may contact one of the application offices listed above on or about 28 September 2017 during business hours. Applicants who have access to investor services through an institution that operates the applicant s account with the VPS for the registration of holdings of securities ("VPS account") should be able to see how many Offer Shares they have been allocated from on or about 28 September In registering an application through the VPS online application system or completing a Retail Application Form, each applicant in the Retail Offering will authorise ABG Sundal Collier ASA (on behalf of the Managers) to debit the applicant s Norwegian bank account for the total amount due for the Offer Shares allocated to the applicant. The applicant s bank account number must be stipulated on the VPS online application or on the Retail Application Form. It is expected that the accounts will be debited on or about 29 September 2017 (the "Retail Payment Date") and there must be sufficient funds in the specified bank account from and including 28 September Applicants who do not have a Norwegian bank account must ensure that payment for their Offer Shares allocated in the Retail Offering with cleared funds is made on or before 16:30 CET on 29 September 2017 and should contact one of the Managers in this respect. Further details and instructions will be set out in the allocation notes to the applicant to be issued on or about 27 September 2017, or can be obtained by contacting ABG Sundal Collier ASA at or Danske Bank, Norwegian Branch at Should any applicant have insufficient funds on his or her account, or should payment be delayed for any reason, or if it is not possible to debit the account, interest will accrue on the amount due at a rate equal to the prevailing interest rate under the Norwegian Act on Interest on Overdue Payments, which at the date of this Prospectus is 8.50% per annum. ABG Sundal Collier ASA (on behalf of the Managers) reserves the right (but has no obligation) to make up to three debit attempts if there are insufficient funds on the specified bank account on the Retail Payment Date. Should payment not be made when due, the Offer Shares will not be delivered to the applicant, and each the Company, the Selling Shareholders and the Managers reserve the right, at the risk and cost of the applicant, to cancel at any time thereafter the application and to re-allot or otherwise dispose of the allocated Offer Shares on such terms and in such manner as each the Company, the Selling Shareholders and the Managers may decide in accordance with Norwegian law (and that the applicant will not be entitled to any profit therefrom). The initial applicant remains liable for payment of the Offer Price for the Offer Shares allocated to 38

39 the applicant together with any interest, cost, charges and expenses accrued, and each the Company, the Selling Shareholders and the Managers may enforce payment for any such amount outstanding. All applicants in the Retail Offering must have a valid VPS account to receive Offer Shares. The VPS account number must be stated when registering an application through the VPS online subscription system or on the Retail Application Form. Subject to timely payment by the applicant, delivery of the Offer Shares allocated in the Retail Offering is expected to take place on or about 2 October The Employee Offering Eligible Employees Subject to applicable laws, (i) all permanent employees, as of the date of this Prospectus, of Infront ASA and its subsidiaries, as well as consultants that are full-time engaged in the Group's business (each an "Eligible Employee"), and (ii) Norwegian members of the Board of Directors, are eligible for participation in the Employee Offering. The Employee Offering will not be available for any employees in South Africa or in any other jurisdiction where such offering would be unlawful. Offer Price The Offer Price for the Offer Shares offered in the Employee Offering will be the same as in the Institutional Offering, see Section "Determination of the number of Offer Shares and the Offer price", but each Eligible Employee will receive a discount of 10%, up to a maximum of NOK 3,000 per Eligible Employee, on the aggregate amount payable by such investors. Such discount will be given on New Shares issued to the respective Eligible Employees. For a brief description of the Norwegian and Swedish tax effects of such discount, please see Section 16.1 "Norwegian taxation" and Section 16.2 "Swedish taxation". Each applicant in the Employee Offering will be permitted, but not required, to indicate when ordering through the VPS online application system or on the application form to be used to apply for Offer Shares in the Employee Offering, attached to this Prospectus as Appendix E (the "Employee Application Form") that the applicant does not wish to be allocated Offer Shares should the Offer Price be set higher than the highest price in the Indicative Price Range (i.e. NOK 23 per Offer Share). If the applicant does so, the applicant will not be allocated any Offer Shares in the event that the Offer Price is set higher than the highest price in the Indicative Price Range. If the applicant does not expressly stipulate such reservation when ordering through the VPS online application system or on the Employee Application Form, the application will be binding regardless of whether the Offer Price is set within or above (or below) the Indicative Price Range, provided that the Offer Price has been determined on the basis of orders placed during the bookbuilding process described above. Application Period The Application Period for the Employee Offering will last from and including 09:00 CET on 20 September 2017 until 16:30 CET on 27 September 2017, unless extended. The Company reserves the right, in consultation with the Managers, to extend the Application Period at any time. Any extension of the Application Period will be announced through the information system of Oslo Børs no later than 09:00 hours CET on the first business day following the prevailing expiration date of the Application Period. An extension may take place one or several times, provided, however, that the Application Period will in no event be extended beyond 14:00 CET on 6 October In the event of extension, the allocation date, the payment due date and the date of delivery of Offer Shares may be changed accordingly, but the date of the Listing and commencement of trading on Oslo Børs, alternatively Oslo Axess, may not necessarily be changed. The Bookbuilding Period and/or the Application Period may not be shortened. Minimum and maximum application The Employee Offering is subject to a minimum application amount of NOK 10,500 and a maximum application amount of NOK 2,499,999 for each applicant. Eligible Employees applying for Offer Shares in the Employee Offering will be guaranteed allocation for a number of Offer Shares equivalent to NOK based on the final 39

40 Offer Price. Norwegian members of the Board of Directors will be guaranteed allocation for a number of Offer Shares equivalent to NOK 1,000,000 based on the final Offer Price. Multiple applications are allowed. One or multiple applications from the same applicant in the Employee Offering with a total application amount in excess of NOK 2,499,999 will be adjusted downwards to an application amount of NOK 2,499,999. If two or more identical Employee Application Forms are received from the same applicant, the application form will only be counted once unless otherwise explicitly is stated on one of the application forms. In the case of multiple applications through the online application system or applications made both on a physical application form and through the online application system, all applications will be counted and aggregated. Investors who intend to place an order in excess of NOK 2,499,999 must do so in the Institutional Offering. Application Procedures and application offices Applicants in the Employee Offering who are residents of Norway with a Norwegian personal identification number are recommended to apply for Offer Shares through the VPS online application system by following the link to such online application system on the following website Applicants in the Employee Offering not having access to the VPS online application system must apply using the Employee Application Form attached to this Prospectus as Appendix E "Employee Application Forms". Employee Application Forms, together with this Prospectus, can be obtained from the Company, the Company s website Danske Bank, Norwegian branch's websites listed above or the application office set out below. Swedish applicants should place their application with Nordnet Bank NUF acting as placing agent for the Employee Offering on behalf of the Managers. The application office in the Employee Offering is: Danske Bank, Norwegian branch Bryggetorget 4, N-0250 Oslo P.O. Box 1170 Sentrum Telephone: emisjoner@danskebank.com Web: Accurately completed Employee Application Forms must be received by Danske Bank, Norwegian branch at the application office listed above or registered electronically through the VPS application system by 16:30 CET on 27 September 2017, subject to any extension of the Application Period. Employee Application Forms sent by regular mail close to the end of the Application Period are likely to arrive after the deadline. Neither the Company, the Selling Shareholders nor the Managers may be held responsible for postal delays, unavailable internet lines or servers or other logistical or technical matters that may result in applications not being received in time or at all by the application office. Subject to Section "Offer Price" above, all applications for Offer Shares in the Employee Offering will be irrevocable and binding once the applicant's Employee Application Form has been duly received by the application office, or in the case of applications through the VPS online application system, upon registration of the application, irrespective of any extension of the Application Period, and cannot be withdrawn, cancelled or modified by the applicant after having been received by the application office, or in the case of applications through the VPS online application system, upon registration of the application. By applying for Offer Shares, the applicant authorizes and instructs each of the Managers (or someone appointed by any of them) acting jointly or severally to transfer and/or subscribe for the Offer Shares allocated to the applicant and to take all actions required to transfer such Offer Shares to the VPS Registrar and ensure delivery of the beneficial interests to such Offer Shares to the applicant. Employee Application Forms that are incomplete or incorrectly completed, electronically or physically, or that are received after the expiry of the Application Period, and any application that may be unlawful, may be disregarded without further notice to the applicant. All applications in the Employee Offering will be treated in the same manner regardless of whether they are submitted by delivery of an Employee Application Form or through the VPS online application system. 40

41 Nordnet Bank NUF is acting as placing agent for the Employee Offering on behalf of the Managers. Allocation, payment and delivery of Offer Shares in the Employee Offering Danske Bank, Norwegian branch, acting as settlement agent for the Employee Offering, expects to issue notifications of allocation of Offer Shares in the Employee Offering on or about 27 September 2017, by issuing allocation notes to the applicants by mail or otherwise. Any applicant wishing to know the precise number of Offer Shares allocated to it, may contact the application office listed above on or about 28 September 2017 during business hours. Applicants who have access to investor services through an institution that operates the applicant s account with the VPS for the registration of holdings of securities (VPS account) should be able to see how many Offer Shares they have been allocated from on or about 28 September In registering an application through the VPS online application system or completing an Employee Application Form, each applicant in the Employee Offering will authorise Danske Bank, Norwegian branch (on behalf of the Managers) to debit the applicant s Norwegian bank account for the total amount due for the Offer Shares allocated to the applicant. The applicant s bank account number must be stipulated on the VPS online application or on the Employee Application Form. It is expected that the accounts will be debited on or about 29 September 2017 (the "Employee Payment Date") and there must be sufficient funds in the specified bank account from and including 28 September Applicants who do not have a Norwegian bank account must ensure that payment for their Offer Shares allocated in the Employee Offering with cleared funds is made on or before 16:30 CET on 29 September 2017 and should contact the application office for the Employee Offering in this respect. Further details and instructions will be set out in the allocation notes to the applicant to be issued on or about 27 September 2017, or can be obtained by contacting Danske Bank, Norwegian branch at Should any applicant have insufficient funds on his or her account, or should payment be delayed for any reason, or if it is not possible to debit the account, interest will accrue on the amount due at a rate equal to the prevailing interest rate under the Norwegian Act on Interest on Overdue Payments, which at the date of this Prospectus is 8.50% per annum. Danske Bank, Norwegian branch (on behalf of the Managers) reserves the right (but has no obligation) to make up to three debit attempts if there are insufficient funds on the specified bank account on the Employee Payment Date. Should payment not be made when due, the Offer Shares will not be delivered to the applicant, each the Company, the Selling Shareholders and the Managers reserve the right, at the risk and cost of the applicant, to cancel at any time thereafter the application and to re-allot or otherwise dispose of the allocated Offer Shares on such terms and in such manner as each the Company, the Selling Shareholders and the Managers may decide in accordance with Norwegian law (and that the applicant will not be entitled to any profit therefrom). The initial applicant remains liable for payment of the Offer Price for the Offer Shares allocated to the applicant together with any interest, cost, charges and expenses accrued, and each the Company, the Selling Shareholders and the Managers may enforce payment for any such amount outstanding. All applicants in the Employee Offering must have a valid VPS account to receive Offer Shares. The VPS account number must be stated when registering an application through the VPS online subscription system or on the Employee Application Form. Subject to timely payment by the applicant, delivery of the Offer Shares allocated in the Employee Offering is expected to take place on or about 2 October Over Allotment Option and stabilisation activities Over-allotment of Additional Shares In connection with the Offering, the Managers may elect to over-allot a number of Additional Shares equalling up to 15% of the aggregate number of New Shares and Secondary Shares allocated in the Offering. In order to permit the delivery in respect of over-allotments made, the Stabilisation Manager may, pursuant to the Lending Option that is expected to be granted by the Institutional Shareholder, require the Institutional Shareholder to lend to the Stabilisation Manager, on behalf of the Managers, up to a number of Shares equal to the number of over allotted Additional Shares. Pursuant to the Greenshoe Option, the Institutional Shareholder is expected to 41

42 grant the Stabilisation Manager, on behalf of the Managers, an option to purchase a number of Shares equal to up to 15% of the aggregate number of New Shares and Secondary Shares allocated in the Offering, exercisable within a period commencing on the first day of trading in the Shares and expiring on the 30 th calendar day thereafter, at a price equal to the final Offer Price, as may be necessary to close out short positions, if any, created in connection with the Offering. To the extent that the Managers have over-allotted Shares in the Offering, the Managers have created a short position in the Shares. The Stabilisation Manager may close out this short position by buying Shares in the open market through stabilisation activities and/or by exercising the Greenshoe Option. A stock exchange notice will be made on the first day of trading (expected to take place on 29 September 2017) announcing whether the Managers have over-allotted Shares in connection with the Offering. Any exercise of the Greenshoe Option will be promptly announced by the Stabilisation Manager through the information system of Oslo Børs. Price stabilisation ABG Sundal Collier ASA, acting as the Stabilisation Manager, may, upon exercise of the Over-Allotment Option, effect transactions from the first day of trading with a view to supporting the market price of the Shares at a level higher than what might otherwise prevail, through buying Shares in the open market at prices equal to or lower than the Offering Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilising activities, if commenced, may be discontinued at any time, and will be brought to an end at the latest 30 calendar days after first day of Listing. It should be noted that stabilisation activities might result in market prices that are higher than would otherwise prevail. Any stabilisation activities shall be conducted in accordance with section 3-12 of the Norwegian Securities Trading Act, and the EC Commission Regulation 2273/2003 regarding buy-back programmes and stabilisation of financial instruments. The net profit, if any, resulting from stabilisation activities conducted by the Stabilisation Manager, on behalf of the Managers, will be for the benefit of the Institutional Shareholder. Within one week after the expiry of the 30 calendar day period of price stabilisation, the Stabilisation Manager shall publish information as to whether or not price stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the total amount of Shares purchased; (ii) the dates on which the stabilisation period began and ended; (iii) the price range between which stabilisation was carried out, as well as the highest, lowest and average price paid during the stabilisation period; and (iv) the date at which stabilisation activities last occurred. 5.9 Mechanism of allocation The Offering is divided into an Institutional Offering, a Retail Offering and an Employee Offering. It has been provisionally assumed that the allocation of Offer Shares between (i) the Institutional Offering and (ii) the Retail Offering and (ii) the Employee Offering will be 90-99%, 1-10% and 1-10% respectively. The final determination of the number of Offer Shares allocated between the Institutional Offering, the Retail Offering and the Employee Offering, will be decided by the Company and the Principal Shareholders, in consultation with the Managers, following the completion of the bookbuilding process for the Institutional Offering, based on among other things the level of orders or applications received from each of the categories of investors relative to the level of applications received in the Retail Offering and the Employee Offering. The Company, in consultation with the Managers, reserve the right to deviate from the provisionally assumed allocation between the tranches without further notice and at its sole discretion. In the Institutional Offering, the Board of Directors and the Principal Shareholders will determine the allocation of Offer Shares after consultation with the Managers. An important aspect of the allocation principles is the desire to create an appropriate long-term shareholder structure for the Company. The allocation principles will include factors such as ordered amounts, premarketing and management road show participation, timeliness of orders, price aggressiveness in the Bookbuilding Period, relative order size, perceived investor quality and shareholder horizon, sector knowledge and the goal of establishing a strong, diversified shareholder structure. The Company and the Principal Shareholders, in consultation with the Managers, further reserve the right, at 42

43 their sole discretion, to take into account the creditworthiness of any applicant. The Company and the Principal Shareholders, in consultation with the Managers, may also set a maximum allocation, or decide to make no allocation to any applicant. In the Retail Offering, allocation will be made on a pro rata basis using the VPS automated standard allocation procedure and/or other allocation mechanisms, but no allocation will be made for a number of Offer Shares representing an aggregate value of less than NOK 10,500 per applicant, however, all allocations will be rounded down to the nearest number of whole Offer Shares and the payable amount will hence be adjusted accordingly. One or multiple orders from the same applicant in the Retail Offering with a total application amount in excess of NOK 2,499,999 will be adjusted downwards to an application amount of NOK 2,499,999. The Company and the Principal Shareholders, in consultation with the Managers, further reserves the right to limit the total number of applicants to whom Offer Shares will be allocated if it deems this to be necessary in order to keep the number of shareholders in the Company at an appropriate level and such limitation does not have the effect that any conditions for the Listing regarding number of shareholders will not be satisfied. If the Company and the Principal Shareholders, in consultation with the Managers, should decide to limit the total number of applicants to whom Offer Shares will be allocated, the applicants to whom Offer Shares are allocated will be determined on a random basis by using the VPS automated simulation procedures and/or other random allocation mechanism. The Company and the Principal Shareholders, in consultation with the Managers, may also set a maximum allocation, or decide to make no allocation to any applicant. In the Employee Offering, no Eligible Employees or member of the Board of Directors will be allocated Offer Shares representing an aggregate value of less than NOK 10,500 per applicant, however, all allocations will be rounded down to the nearest number of whole Offer Shares and the payable amount will hence be adjusted accordingly. One or multiple orders from the same applicant in the Employee Offering with a total application amount in excess of NOK 2,499,999 will be adjusted downwards to an application amount of NOK 2,499,999. In the Employee Offering, Eligible Employees applying for Offer Shares will be guaranteed allocation for a number of Offer Shares equivalent to NOK 30,000 based on the final Offer Price. Each Norwegian member of the Board of Directors will be guaranteed allocation for a number of Offer Shares equivalent to NOK 1,000,000 based on the final Offer Price. To the extent any applications exceed such amount (NOK 30,000 or NOK 1,000,000 as applicable), the excess number of Offer Shares will be allocated based on the same general allocation principles as in the Retail Offering. The Board of Directors reserves the right to reduce any applications in the Employee Offering should the Board of Directors, consider that required in order to obtain a diversified shareholder structure or to meet the conditions for Listing, however no reduction will be made in respect to any guaranteed allocation. No Offer Shares have been reserved for any specific national market. Applications will not be treated differently based on which Manager they are submitted to Publication of information related to the Offering In addition to press releases at the Company's website, the Company will use Oslo Børs' electronic information system to publish information in respect of the Offering, such as changes to the timetable of the Offering, including the Bookbuilding Period and the Application Period (if any), the final Offer Price, the number of Offer Shares and the total amount of the Offering, allotment percentages, and first day of trading. General information on the result of the Offering, including the final determination of the Offer Price, the number of Offer Shares and the total amount of the Offering, is expected to be published on or about 27 September 2017 in the form of a release through Oslo Børs' electronic information system, subject to any extension of the Bookbuilding Period and/or Application Period Conditions for completion of the Offering The Company is expecting to appy for Listing of its Shares on Oslo Børs, alternatively Oslo Axess on or about 20 September It is expected that the board of directors of Oslo Børs will approve the listing application of the Company on or about 25 September 2017, conditional upon: the Company having in excess of 500 shareholders for Oslo Børs, alternatively 100 for Oslo Axess, each holding Shares with a value of more than NOK 10,000; and 43

44 At least 25% of the shares for which admission to stock exchange listing is sought must be distributed among the general public. The Company expects that these conditions will be fulfilled through the Offering. Completion of the Offering on the terms set forth in this Prospectus is expressly conditioned upon the satisfaction of the conditions for admission to Listing on Oslo Børs alternatively Oslo Axess, and the Offering will be cancelled in the event that the conditions are not satisfied. There can be no assurance that the Company will satisfy these conditions. Completion of the Offering on the terms set forth in this Prospectus is otherwise only conditional on (i) the Board of Directors resolving to issue the New Shares, (ii) the Principal Shareholders having resolved the number of Offer Shares to be sold by each of them, (iii) the Board of Directors and the Principal Shareholders, in consultation with the Managers, having approved the allocation of the Offer Shares to eligible investors following the bookbuilding process, (iv) the Board of Directors and the Principal Shareholders, in consultation with the Managers, having resolved the Offer Price and to proceed with the Offering, and (v) the Placing Agreement having been entered into. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended. Assuming that the conditions are satisfied, the first day of trading of the Shares, including the Offer Shares, on Oslo Børs alternatively Oslo Axess, is expected to be on or about 29 September 2017, subject to any extension of the Bookbuilding Period and/or Application Period. The Shares are expected to trade under the ticker "INFRNT" The rights conferred by the Offer Shares The Shares of the Company are, and the New Shares will be, created under the Norwegian Public Limited Companies Act. The Secondary Shares will in all respects carry full shareholders rights in the Company on an equal basis as any other Shares in the Company, including the right to any dividends. The New Shares will in all respects carry full shareholders' rights in the Company on an equal basis as any other Shares in the Company already in issue, including the right to any dividends, from the registration of the share capital increase pertaining to the New Shares in the Norwegian Register of Business Enterprises. The registration of the New Shares in the Norwegian Register of Business Enterprises is expected to take place on or about 28 September For a description of rights attached to the Shares, see Section 14 "Shares and share capital" Admission to trading and VPS registration Assuming that the conditions for completion of the Offering are satisfied, and the Offering is not withdrawn, and subject to any extension of the Bookbuilding Period and/or Application Period, it is expected that the Shares will be tradable on Oslo Børs, alternatively Oslo Axess, on or about 29 September The Shares are expected to trade under the symbol "INFRNT". The Offer Shares may not be transferred or traded before the share capital increase pertaining to the New Shares has been registered with the Norwegian Register of Business Enterprises. Anyone who wishes to dispose of Offer Shares before delivery of Offer Shares has taken place, runs the risk that payment and delivery does not take place in accordance with the procedures set out above, so that the Offer Shares sold may not be delivered in time. Accordingly, an applicant who wishes to sell its Offer Shares before actual delivery must ensure that payment is made in order for such Offer Shares to be delivered in time to the purchaser. Any trading of the Offer Shares prior to delivery is at the risk of the investor. The Company has not applied for admission to trading of its Shares on any other stock exchange or regulated market than Oslo Børs. The Shares are, and the New Shares will be, registered in book-entry form with the VPS and have ISIN NO The Company's register of shareholders with the VPS is administrated by DNB Bank ASA, Issuer Service, Dronning Eufemias gate 30, N-0191 Oslo, Norway. 44

45 5.14 Mandatory anti-money laundering procedures The Offering is subject to applicable anti-money laundering legislation, including the Norwegian Money Laundering Act No. 11 of 6 March 2009 and the Norwegian Money Laundering Regulations No. 302 of 13 March 2009 (collectively the "Anti-Money Laundering Legislation"). Applicants who are not registered as existing customers with one of the Managers must verify their identity in accordance with the requirements of the Anti-Money Laundering Legislation, unless an exemption is available. Applicants who have designated an existing Norwegian bank account and an existing VPS account on the Retail or Employee Application Form, or when registering an application through the VPS online application system, are exempted, unless verification of identity is requested by any of the Managers. Applicants who have not completed the required verification of identity prior to the expiry of the Application Period may not be allocated Offer Shares VPS account In participating in the Offering, each applicant must have a VPS account. The VPS account number must be stated when registering an application through the VPS online application system, on the Retail Application Form for the Retail Offering or the Employee Application Form for the Employee Offering. VPS accounts can be established with authorised VPS registrars, which can be Norwegian banks, authorised investment firms in Norway and Norwegian branches of credit institutions established within the EEA. Non-Norwegian investors may, however, use nominee VPS accounts registered in the name of a nominee. The nominee must be authorised by the Norwegian Ministry of Finance. Establishment of a VPS account requires verification of identity before the VPS registrar in accordance with the Anti-Money Laundering Legislation (see Section 5.14 "Mandatory anti-money laundering procedures") Selling shareholders The Offering comprises of up to 9,099,868 Secondary Shares as offered by Selling Shareholders. The table below shows details of the offering by the Selling Shareholders of Secondary Shares in the Offering, including such persons registered address and number of Shares held prior to allocation of the Secondary Shares. The number of Secondary Shares to be sold by the Selling Shareholders will be subject to the final Offer Price and as decided by the Principal Shareholders. The Institutional Shareholder and Kistefos Venture Capital II DA are for a period of six months, and the other Selling Shareholders are for a period of 12 months, from the first day of Listing, expected to give an undertaking that will restrict their ability to offer, sell or transfer Shares, as applicable. See Section 5.17 "Lock-up" for further details. Selling Shareholder Lindeman AS Business address c/o Morten Lindeman, Rundingen 6,1170 Oslo, Norway Nesbak AS Høyfjellsåsen Nesøya, Norway Number of Shares held Maximum number of Secondary Shares offered Number of Shares held following the Offering 1 6,390,000 2,023,333 4,366, % 6,190,000 1,956,666 4,233, % Percentage of issued share capital following the Offering 2 45

46 Kistefos Venture Capital AS Dokkveien 1, 0250, Oslo, Norway 4,854,640 2,575,293 2,279, % Kistefos Venture Capital II DA Dokkveien 1, 0250, Oslo, Norway 1,922,250 1,922, % Morten Lindeman 3 Rundingen 6, 1170 Oslo, Norway 160, , % Kristian Nesbak 4 Høyfjellsåsen Nesøya, Norway 160, , % Hallvard Vassbotn 5 Kaptein Oppegaards vei 28a, 1152 Oslo, Norway 750, , % FLKX Capital AS 6 Hjørungavåggata 3, 0273 Oslo, Norway 200, , % Martin Holtet 7 Granstuveien 7B, 1185 Oslo, Norway 100, , % TOTAL 20,796,890 9,047,542 11,679, % 1) Assuming a sale of all Secondary Shares offered 2) Assuming a sale of all Secondary Shares offered and that the Offer Price is set at the mid-point of the Indicative Price Range 3) The Company's Chief Innovation Officer and a member of the Management 4) The Company's Chief Executive Officer and a member of the Management 5) The Company's Head of Client Development 6) Company's Chief Financial Officer and a member of the Management 7) Company's Head of Product Management and a member of the Management 8) The undertaking to sell Secondary Shares is subject to the Offer Price being set within or above the Indicative Price Range The final number and allocation between the Selling Shareholders of Secondary Shares to be sold in the Offering will be determined by the Principal Shareholders after consultation with the Managers, following expiry of the Bookbuilding Period. Allocation between the Selling Shareholders, except for the Principle Shareholders, will be based on a main principle of pro rata sale of the number of Secondary Shares held by each Selling Shareholder as of the date of this Prospectus, however so that: - Lindeman AS and Morten Lindeman shall be considered consolidated and the Secondary Shares held by Morten Lindeman may be sold before Secondary Shares are sold by Lindeman AS; 46

47 - Nesbak AS and Kristian Nesbak shall be considered consolidated and the Secondary Shares held by Kristian Nesbak may be sold before Secondary Shares are sold by Nesbak AS; and - Kistefos Venture Capital AS and Kistefos Venture Capital II DA shall be considered consolidated and the Secondary Shares held by Kistefos Venture Capital II DA may be sold before Secondary Shares are sold by Kistefos Venture Capital II DA. The maximum number of Secondary Shares to be sold in the Offering by all the Selling Shareholders combined shall not exceed 9,099,868, corresponding to 43.7% of their aggregated holding. Lindeman AS is a company wholly owned by Morten Lindeman, the Company's Chief Innovation Officer and a member of the Management. Nesbak AS is a company wholly owned by Kristian Nesbak, the Company's Chief Executive Officer and a member of the Management. Kristian Nesbak and Morten Lindeman have held board positions with the Company during the periods for the financial information presented in this Prospectus. Kistefos Venture Capital AS and Kistefos Venture Capital II DA are associated companies and are represented at the Board of Directors of the Company by Gunnar Jacobsen and Benjamin Jonathan Christoffer Røer. Kistefos has held board positions with the Company during the periods for the financial information presented in this Prospectus. Assuming the Offering will be subscribed for in its entirety, and the final Offer Price is set at the mid-range of the Indicative Price Range, and excluding any use of the Over-Allotment Option, Kistefos, Lindeman AS and Nesbak AS, respectively, will retain ownership in the Company, of approximately 15.5%, 16.6% and 16.1%. Furthermore, if the Over-Allotment Option and Greenshoe Option are fully utilized the ownership of Kistefos will equal approximately 8.7% Lock-up The Managers are expected to enter into lock-up agreements with the Company and the Principal Shareholders, and have entered into lock-up agreements with the other Selling Shareholders, the members of the Board of Directors and the Management as listed below, and in addition certain other senior personnel: Name Gunnar Jacobsen Beate Skjerve Nygårdshaug Benjamin Røer Mark Ivin Torun Reinhammar Kristian Nesbak Morten Lindeman Max Hofer Martin Holtet Joachim Rosli Position Board Director Board Member Board Member Board Member Board Member Chief Executive Officer Chief Innovation Officer Chief Financial Officer Chief Technology Officer Head of Sales Pursuant to these lock-up agreements, the Company is expected to undertake that it will not without the prior written consent of the Managers during the period until six months from the first day of Listing, (1) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Shares or other equity interest in the capital of the Company or any securities convertible into or exercisable for such Shares or other equity interests, or (2) enter into any swap or other agreement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares or other equity interests, whether any such transaction described in (1) or (2) above is to be settled by delivery of the Shares or other securities or interests, in cash or otherwise, or (3) publicly announce or indicate an intention to effect any transaction specified in (1) or (2) above. The foregoing shall not apply to: (A) the issue of the New Shares in the Offering, (B) any issue of consideration Shares by the Company for the acquisition of business, provided that the consideration Shares are subject to a similar lock-up undertaking, and (C) the granting of options or other rights to Shares, or the honouring of options or such other rights to Shares, by the Company pursuant to any management or employee share incentive schemes. 47

48 The Selling Shareholders (including the Institutional Shareholder), the members of the Board of Directors and the Management listed above have or is also expected to undertake not to, without the prior written consent of the Managers, (1) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly any Shares or any securities convertible into or exercisable or exchangeable for Shares, or warrants or other rights to purchase Shares, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares or any securities convertible into or exercisable or exchangeable for Shares, or warrants or other rights to purchase Shares, whether any such transaction is to be settled by delivery of Shares or such other securities, in cash or otherwise, or (3) publicly announce an intention to effect any transaction specified in clause (1) or (2), provided, however, that the foregoing shall not apply to: (A) the sale or other transfer of Shares as part of the Offering, (B) any pre-acceptance, acceptance and any similar action with respect to a takeover offer for all Shares in accordance with chapter 6 of the Norwegian Securities Trading Act or a legal merger or (C) any transfer of Shares to wholly owned subsidiaries of the person who assume the obligations under the lock-up. The lock-up for the Institutional Shareholder and Kistefos Venture Capital II DA applies for a period of six months, and for the other Selling Shareholders, the Board of Directors and the members of Management listed above, as well as senior personnel, for a period of 12 months, from the first day of Listing Selling and transfer restrictions See Section 17 "Selling and transfer Restrictions" for certain applicable selling and transfer restrictions relating to the Offering Proceeds and expenses related to the Offering The expected gross proceeds of the New Shares are approximately NOK 100 million. The net proceeds to the Company from the issue of the New Shares will be approximately NOK 94 to 96 million, based on estimated total transaction costs of approximately NOK 4 to 6 million in connection with the Offering and Listing and to be paid by the Company. Under the mandate agreement entered into amongst the Company and the Managers, the Company will pay to the Managers a commission calculated on the gross proceeds of the New Shares allocated in the Offering. The net proceeds of the part of the Secondary Shares will be for the benefit of the Selling Shareholders. The Selling Shareholders will pay brokerage fees for any sale of Secondary Shares. All other transaction costs related to the New Shares and all other directly attributable costs in connection with the Listing and Offering will be paid by the Company. No expenses or taxes directly related to the application for Offer Shares will be charged by the Company or the Managers to the applicants in the Offering Interests of natural and legal persons involved in the Offering The Managers (and/or their affiliates) have provided from time to time, and may provide in the future, investment and commercial banking services to the Company and its affiliates in the ordinary course of business, for which they may have received and may continue to receive customary fees and commissions. Inter alia, Danske Bank has provided a bank overdraft facility as further described in Section "Sources and use of cash". Neither of the Managers intends to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so. The Managers will receive a transaction fee in connection with the Offering and, as such, have an interest in the Offering. The Selling Shareholders will receive proceeds from the sale of the Secondary Shares and, as such, have an interest in the Offering. Please refer to Section 5.16 "Selling shareholders" for details on the maximum numbers of Secondary Shares to be sold by each of the Selling Shareholders. 48

49 The Company has been informed that the the members of the Board of Directors contemplates to apply for Offer Shares, directly or indirectly, as set out in the table below: Name Indicated application NOK amount Gunnar Jacobsen 1,000,000 Benjamin Røer 300,000 Mark Ivin 250,000 Beate Nygårdshaug 100,000 Other than the aforemention, the Company is not aware of whether any major shareholders, members of the Company's senior Management or Board of Directors intend to apply for Offer Shares in the Offering, or whether any person intends to subscribe for more than 5% of the Offer Shares other than as described in this Prospectus. Please also refer to Section 5.9 "Mechanism of allocation" Dilution Assuming that the Offer Price is set within the Indicative Price Range, the immediate dilutive effect of the issue of the New Shares in the Offering will be in the range of 16.7% to 18.8%, depending on the Offer Price and the number of New Shares allocated in the Offering Governing law and jurisdiction This Prospectus, the Retail Application Form, the Employee Application Form and the terms and conditions of the Offering shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with Prospectus, the Retail Application Form, the Employee Application Form and the terms and conditions of the Offering 49

50 INDUSTRY AND MARKET OVERVIEW Infront is an integrated financial data terminal provider with a strong footprint in the Nordic financial market and a growing presence in Europe and Africa. The Group has headquarters in Oslo and offices in Paris, Johannesburg, Cape Town, Stockholm, Helsinki, Copenhagen and London. Therefore, the following section focuses on the financial data terminal industry in markets where Infront is mainly present. 6.1 Overview In general, the value proposition of financial data terminals, such as the Infront professional information terminal 1, is to consolidate and present data from various sources to different users and support them in making and executing trading and other investment decisions. Terminal providers typically gather data from stock exchanges, news agencies, statistical agencies and independent research outlets and normalise them into a common format presented through an interface historically desktop based, increasingly cross-platform and cloud based. Given the nature of the data content, the customers of financial data terminals primarily come from the financial sector and include professional traders, asset managers, research analysts and corporate finance advisors. The global market for financial data providers is estimated to have reached USD 27 billion in 2015 growing by a 2% compounded annual growth rate ("CAGR") since 2011, reflecting its overall maturity. The EMEA (Europe, Middle East, Africa), the market most relevant to Infront, accounts for USD 9.2 billion of the global market (or 34% in 2015). 2 The chart below depicts the global revenue of financial data providers. Global financial data providers revenue , USD bn Source: Burton Taylor 3 The recent development in the EMEA market should be considered together with currency exchange rates movements. Relative to the US dollar, the Euro has depreciated by 20% over the period Therefore, measured in Euros the EMEA market has also experienced a moderate single digit growth over this period. The chart below indicates the EMEA market size in EUR vs USD. 1 See section for more detailed information 2 Source: Burton Taylor Global market data demand (2012, 2013, 2014, 2015, 2016) 3 Source: Burton Taylor Global market data demand (2012, 2013, 2014, 2015, 2016) 50

51 EMEA, financial data providers' revenue , bn USD and EUR Source: Burton Taylor Key market drivers and trends The market for financial data terminals is invariably linked to the performance of the financial services sector, which represents the bulk of the demand for terminals. The financial sector is divided into sell-side and buy-side institutions. Sell-side includes investment and commercial banks, securities brokerages and market makers, whilst buy-side consists of asset managers, hedge funds and retail investors. The financial sector is undergoing profound changes driven by new regulation post 2009 financial crisis and technological progress challenging traditional business model of both sell-side and buy-side. For financial data terminal providers, there are three main consequent trends. Firstly, the market is mature and likely to experience moderate growth rates going forward, as traditional demand lessens and user base adjusts. Secondly, there is an increased transparency driven by new regulation. Market transparency enables new competitors to enter the market historically dominated by legacy providers with strong positions in less transparent market. As such, there is an increasing need to provide value for money by expanding product and service portfolios. Thirdly, there is a strong case for building scale given the large share of the cost base that data procurement accounts for and the required investment into a robust and flexible IT technological platform. The above market dynamics create opportunities for providers who are able to offer a versatile terminal product with high value for money proposition in both its functionality and data coverage. Moderate demand growth outlook The financial sector is going through a cost transformation post 2009 financial crisis. Investment banks have experienced falling revenue in recent years declining 19% from 2010 level, equalling -3% CAGR 5. In addition, there is a growing shift away from traditional human-based trading towards increasingly autonomous algorithmic and passive trading. This limits the overall demand growth potential for terminals as user base is likely to adjust accordingly, but also provides an opportunity to expand product coverage to manage more passive strategies. On the sell side, many investment banks have responded to the profitability pressure with multibillion-dollar cost-cutting programmes. Given the cost structure of investment banks dominated by staff related costs, IT and market data costs, these three cost items have been in the spotlight. A sample of 12 leading investment banks has reduced its front office headcount by more than 16,000 globally between 2010 and 2016, thereby limiting the user base of terminals 6. In addition, top-tier investment banks have also indicated they are looking to cut costs related to terminal subscriptions. Large terminal user such as Bank of America Merrill Lynch and JP Morgan made public their considerations to review the need for up to 25% of Bloomberg terminals. Common approaches involve review and rationalisation of the usage amongst employees that do not require the comprehensive bundled terminals 4 Source: Burton Taylor Global market data demand (2012, 2013, 2014, 2015, 2016) 5 Source: Coalition Analytics IB Index (2015, 2016) 6 Source: Coalition Analytics BI Index (2015, 2016). Sample consists of Bank of America Merrill Lynch, Barclays, BNP Paribas, Citibank, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, JP Morgan, Morgan Stanley, Societe Generale and UBS 51

52 offered by Bloomberg and Thomson Reuters and greater willingness to consider alternatives. The focus on terminal expenditures creates an opportunity for competitors to traditional providers to offer a more costefficient solution. Simultaneously, within asset management, there is a global shift from active to passive investment strategies. Technological advances reduce the traditional opportunities of arbitrage, and drive the growth in passive asset management and algorithmic trading. Passive investment style is expected to account for 22% of all equity Assets under Management (AuM) by 2020, up from 11% in The increasing popularity of passive investments increases the need for terminal providers to expand into solutions that support such strategies. The graph below displays growth in assets under management and shift towards passive investment Source: PwC Report Increased transparency in financial markets The finance sector has become more regulated post the 2009 Financial Crisis. Market in Financial Instruments Directive ("MiFID II") is one of the most important new regulations. MiFID II is a European Union legislation regulating firms that provide services related to financial instruments and venues where those instruments are traded. In force from January 2018, the regulation will drive more transparency and disclosure in the traditionally lightly regulated over-the-counter (OTC) markets for derivatives, fixed income securities and other tailored financial instruments by pushing them onto electronic, exchange-based trading platforms. MIFID II extended the post-transparency regime to include these instruments. Consequently, traditional communication platforms used to trade in OTC markets, such as Bloomberg Instant, are likely to face an increased competition from other data and terminal providers. Historically, incumbents have charged high prices for the terminal subscription justified by their insight into less transparent markets. Increased regulation is however now driving the need for better value/cost propositions that cover both pretrade and post trade services. Moreover, regulation is also expected to drive demand for more information services in order to meet more strict compliance regulation. Strong benefits of scale Within the industry of market data terminals, R&D and financial data are the two most significant components of the cost base. Both are highly scalable due to significant upfront investment in the technology platform and minimum data coverage procured from data providers such as stock exchanges. Therefore, the higher the customer base, the more spread these 'fixed' costs become and enable the terminal business to be more scalable. 52

53 The need for continuous R&D is obvious. Given the technological progress, increased complexity of financial products and more stringent regulation, there is a growing need for a wider product breadth and functionality including compliance, portfolio monitoring and advanced analytics provided through the terminal products. As the business environment shifts to the cloud based solutions, web and cloud based terminal solutions are likely to experience an increased popularity and demand. Companies will likely look for opportunities to improve product offering, while simultaneously reducing the unit cost for data and R&D. Inorganic growth through mergers and acquisitions to deepen data coverage and broaden functionality has been increasingly popular see commentary in Section "Global challengers". 6.3 Market structure and competitive landscape Within the business of financial data, the Group competes across several submarkets with its extensive product offering. Firstly, the Group offers professional financial data terminals that provide information services as well as trading execution. Secondly, the Group has a selection of retail solutions consisting of retail trading software/apps and customised web solutions for private customers of financial institutions. Thirdly, the Group also provides, through its terminal solution and separately, a range of financial news and estimate subscriptions. The following subsections focus on the market structure of professional information terminals and trading solutions for financial institutions. Professional information terminal Market structure overview The market can be segmented based on the extent to which different terminal providers cover different market data, functionality, geographical reach and whether they enable trading. Historically, Bloomberg and Thomson Reuters have dominated the market and have been able to charge the highest price for their extensive coverage and functionality. However, over time, a number of global and regional challengers have emerged. In Europe, there are a number of smaller regional challengers with their own terminal solutions. Infront stands out for its highly-regarded functionality and data coverage amongst its regional peers that puts them in the range with global challengers such as FactSet. The chart below provides an overview of the most relevant competitors within each market segment Market segmentation - service breadth and price Source: Screen Consultants, PwC Report 53

54 Top tier providers Bloomberg and Thomson Reuters, the two top tier providers, are by far the largest players in the global financial data terminal market demanding the highest subscription price. Bloomberg has become a synonym for financial data terminals over the past three decades. It has secured a market leading position by bundling several inhouse services in its 'one-stop-shop' terminal. Among its most popular offerings is Bloomberg Instant, a collaboration and chat feature that is commonly used to trade OTC-traded financial instruments. In this way, Bloomberg Instant provides Bloomberg with a unique access to OTC market data. An essential part of the Bloomberg value proposition is that it provides its customers with the most extensive coverage across all asset classes, even in thinly covered and highly specialised markets. Thomson Reuters has built its strong presence from its market leading news agency and investing heavily in its full-service 'Eikon' terminal solution. As two of the oldest terminal providers, Bloomberg and Thomson Reuters' terminal solutions have components of legacy IT systems, which require maintenance and adaption with time. However, due to their extensive offering and market position they are able to compensate any potentially higher costs with a substantially higher price point than other market data providers Global challengers Global challengers offer coverage of most public markets and asset classes, but usually have a strong heritage and expertise within a particular asset class or functionality. They typically offer both terminal and web based solutions with a selection of relevant features to compete with a lower price. There has been a market consolidation over the past couple of years among some companies considered as global challengers. Due to the increased market focus on lower prices and broader offering, players are taking advantage of the benefits of scale through consolidations. Players from adjacent markets, primarily other data providers and exchanges, are also seeing the opportunity to pool costs and provide competitively priced data products. The illustration below shows selected M&A transactions from the past two years. Source: Mergermarket 1) Acquisition of Barclays Risk Analytics and Index Solutions Business 54

55 Regional challengers The increased accessibility of financial data has caused the emergence of low-cost regional challengers. They offer coverage of most public markets and asset classes with a stronger focus on selected geographies. Their customer base includes both retail and professional clients, and they typically apply a software/web based terminal with trading solutions. The Group is a strong regional challenger especially in the Nordic market, with the likes of VWD Group mainly present in the DACH 7 region and Alpha (Ionic) in the UK. Key Competitors As indicated in Section 6.1 "Overview", the financial data terminal market in EMEA amounted to ca. USD 9.17 billion in The high end of the market is highly concentrated with Bloomberg and Thomson Reuters accounting for approximately 65% of the overall market. There are many providers claiming a share of the remaining revenue. The figure below displays the market share for the different financial data providers in EMEA 2015 Revenue estimate of key financial data providers USDbn Source: Burton-Taylor 8 Bloomberg: The incumbent and currently largest player in the EMEA market. Bloomberg has approximately 325,000 subscribers world-wide and is perceived as an exclusive community for financial professionals. The Bloomberg terminal is the most expensive terminal, priced four times higher than Infront. Bloomberg holds a strong position within fixed income, partly explained by their Bloomberg Instant chat, which is used to communicate in OTC markets. Thomson Reuters: Incumbent and second largest player in the EMEA market. Thomson Reuters is a global media conglomerate with four units: financials and risk; legal; tax and accounting; and intellectual property and science. The trading segment provides subscribers analytics and news feeds through the Eikon terminal or Elektron data distribution network. 7 The three major German-speaking countries (Germany [D], Austria [A], Switzerland [CH]) 8 Source: Burton Taylor Global market data demand

56 SIX: SIX Financial Information is the market data providing division of the Global firm SIX. They offer a data software terminal called SIX id. The terminal offers a wide coverage of asset classes, but specialises in reference data. SIX id and Infront have entered a partnership in the Nordics, but meet as competitors on the continent. Interactive Data: The company was acquired by FactSet in April Their market data terminal, Prime Terminal, offers global coverage of asset classes, but the company is largely present in the US and UK. Along with Thomson Reuter, it is considered to be Infront's key competitor in the UK. Factset: Factset is a US based global challenger and the sixth largest player in the EMEA market. It is considered an important competitor of Infront, especially in the Nordic market. The company highlights its robust analytics solution as a growth driver. FactSet has expanded its product through acquisitions to become a multi asset class and multi-functional market data terminal. IHS Markit: The company is a result of a merger between Financial information provider Markit and industry information provider HIS. The merger was announced in 2016 and Markit makes up the relevant competition for Infront. They provide asset valuation data and services supporting independent price verification and risk management in global financial and energy markets. They have an especially strong track record in credit markets. VWD Group: Suppliers of market data and technology solutions, financial analysis tools and mathematical financial libraries as well as specialized marketing solutions. VWD Group is a regional challenger with a footprint in the European market, primarily in the DACH region. The main product groups include: Market data feeds, market data systems, (online) publishing services for financial information, finance portals and stock exchange information including hosting. Trading solutions Market structure overview Financial institutions wishing to provide their professional and retail clients with trading solutions have a choice to develop the interface themselves in-house or outsource them to a third party such as Infront. When serving professional high volume users, brokerages usually outsource the trading solution directly to a specialised party for execution management service and other services. Given the traditionally lower requirements of retail solutions, financial institutions have historically developed these in-house as part of their asset and wealth management services. The value proposition of third party solutions is a cost-efficient provision of advanced desktop, web and mobile front ends easily integrated with the rest of the trading infrastructure, within and between financial institutions. The solutions vary from a light web-based portfolio monitoring to an integrated executive management service linked to a large number of counter parts. In the Nordics, where Infront is most active with its trading solutions for retail customers, third party retail trading solutions appear to be growing in popularity, as heightened demand for Infront's solutions indicates. Given the increased interest of clients to manage and monitor their portfolios using the latest technology, third party solutions, such as Infront, are an increasingly viable option relative to a potentially expensive in-house development and maintenance solution Usually, providers sell trading solutions on a project-basis with typical contract duration of months and exposure towards a bulk of users. Given its full spectrum product offering, Infront provides its trading solutions to a large number of Nordic financial institutions including DNB, Pareto and Avanza amongst others in conjunction with its other terminal services. Key competitors in the Nordics retail trading solutions Oslo Market Solutions: Supplier of internet-based solutions for financial institutions and various corporates in the financial markets. Being part of the Oslo Børs VPS group the company is based out of Oslo with all solutions hosted and operated by Oslo Market Solutions. Selected solutions include: market data feed, web models for updated financial information, online trading, market data portal and online portfolios. 56

57 SIX Solutions: SIX Solutions develops and manages customized information and trading services for financial institutions, media and other companies. The main product groups include: display solutions, real-time calculation solutions, reference data based solutions, compliance and risk solutions, operation and hosting and customized web solutions. Key competitors globally professional trading solutions RealTick: RealTick, part of Eze Software, provides EMS (execution management service) through a SaaS (Software-as-a-Service). The solutions give access to web-based trading system with a fully configurable interface. RealTick enables electronic trading with 250+ counter-parties. Trading Screen: Supplier of products and solutions to connect buy-side institutions and sell-side firms. The solutions and services are deployed and supported globally. Trading Screen s solutions are delivered via SaaS to its clients. Selected solutions include: Enterprise data management, market place solutions, web-based platforms and data normalization and visualization. Bloomberg: The Bloomberg terminal provides trading solutions in addition to their market data access and analytics, all on a single platform. Bloomberg has a complete asset class coverage, including: equities execution, fixed income trading, foreign exchange electronic trading and commodities electronic trading. The company s order management solutions are integrated with the rest of their enterprise services. 57

58 PRESENTATION OF THE GROUP 7.1 Business Overview The Group is a Norwegian technology company and a provider of market data, trading solutions, and news for finance professionals. With proven "Fintech" solutions developed over the past 20 years, the Group delivers the technology to keep its clients ahead of the investment game, reducing their costs along the way. The Group's value proposition is to provide high quality market data and trading solutions through an intuitive interface supported by an agile technology platform. The Group offers its solutions through a range of five products and services; Professional information terminals, Professional trading terminals, Retail trading solutions, Financial news and Equity analytics and consensus estimates. The terminals are extensive software applications for viewing, analysing and processing news and financial information. None of the Group's products or services are delivered as, or with, any hardware or physical equipment. The Group focuses on standardized products that score highly on user-experience, that are easy to deploy in a variety of user settings, and that are enabling the end-users to effectively manage access to data and news sources. The business model is to deliver Software as a Service ("SaaS"). Approximately 98% of the Group's revenues are generated from subscription fees from the terminal and the news services as well as from the financial analytics software developed and sold through its subsidiary Infinancals SA, for which the Group experiences high retention rates and strong customer loyalty. Additional sources of revenues are one-off revenues related to set-up of services, and consulting represents the remaining revenues generated by the Group. The Group currently serves ~20,000 users in over 50 countries worldwide. The Group operates from its headquarters in Oslo, as well as from its offices in Stockholm, Copenhagen, Helsinki, London, Paris, Cape Town and Johannesburg. As of 31 August 2017, the Group has 122 employees. The Company was founded in After initially focusing on organic growth the Company has in more recent years updated its strategy to seek additional growth through mergers and acquisitions. The Company inter alia acquired Nyhetsbyrån Direkt AB in 2008, Infinancials SA in 2012, TDN Finans AS in 2016 and Inquiry Financial Europe AB in Furthermore, the Company acquired parts of the Nordic operations, and entered into a partnership with SIX Financial Information in Investment highlights The Group has a leading market position in the Nordics in a market with high barriers-to-entry 9 The Group provides modern and innovative technology solutions as well as information and trading platforms with next-generation user interface Favourable market trends driving the market for the Group s cost-effective offering The Group has a favourable and sticky SaaS business model with high degree of recurring revenue 9 Company information: Measured by number of terminals the Group has a no. 2 market position in the Nordics. 58

59 The Group has identified attractive and tangible growth opportunities 7.3 History and important events The table below provides an overview of key events in the history of the Group. Year Event The Company was founded by Kristian Nesbak and Morten Lindeman Launch of first edition of Infront terminal offering Launch of trading capabilities Company achieved a milestone with its first 1,000 users Infront expands with opening of Danish office, the first expansion outside of Norway Infront opens its Swedish office Acquisition of AB Nyhetsbyån Direkt, the Swedish newswire from Bisnode Acquisition of Infinancials SA and the expansion to France Company achieved new milestone surpassing 10,000 terminal and solutions users Company decides to expand to London to broaden the scope of the Company Acquisition of TDN Finans AS Cooperation agreement with Symphony to include a communication service to Infront Company expands to South-Africa with offices in Johannesburg and Cape Town after selling in the South African market through local partners since 2009 Acquisition of SIX News and SIX EDGE customers and initiation of long-term content partnership with SIX Financial Information In February, Infront launched its latest version of the Infront terminal In March, the Company acquired Swedish consensus estimate provider Inquiry Financial Europe AB In August, the Company opened an office in Finland In 2008, the Company acquired AB Nyhetsbyån Direkt from Bisnode. This acquisition formed the foundation for the successful market penetration in Sweden in the years thereafter. By 2016, AB Nyhetsbyån Direkt, besides providing financial news, has expanded its product portfolio to include consensus estimates, IR services and web-tv services. The success of AB Nyhetsbyån Direkt presents also the motivation for the recent acquisition of TDN Finans AS in Norway in 2016, where the Company intends to make use of the key learnings from its experience with AB Nyhetsbyån Direkt. In 2012, the Company acquired Infinancials SA to expand the technical and analytical capabilities of the Infront terminal for its users and its users have now access to fundamental data of several thousand listed companies. Infinancials' technology is available on a stand-alone basis as well as a highly-integrated element of the terminal products. In 2016, AB Nyhetsbyrån Direkt acquired the operations of the Swedish news agency SIX News. Furthermore, the Company acquired the customer portfolio of SIX EDGE financial market data terminal users in the Nordics and entered into a long-term content partnership with SIX Financial Information. The rationale behind the acquisition of SIX News was to further strengthen the quality of the service and to obtain cost synergies by reducing the total combined headcount. In addition, a long-term contract regarding the provisioning of reference and market data ensures that Infront users will have access to high-quality data through SIX covering global financial markets. All this combined is expected to further strengthen the Group's product offerings and market position in the Nordics. 59

60 In the first quarter of 2017, the Company acquired 77.22% of the shares in Inquiry Financial Europe AB, a provider of consensus estimates and related services. As part of the transaction, the two founders, holding the remaining 22.78% of the shares in Inquiry, have stayed on and entered into an option agreement regarding their remaining ownership stake. The acquisition will further improve the Group's available data and services to its estimates customers, and is expected to lead to significant operational synergies. Please refer to Section 11.7 "Investments (including acquisitions)" for a further description of the Group's principal investments including acquisitions. 7.4 The Group's strategy The Group has spent the past five years building a strong platform for growth,nvesting in research and development "R&D", strengthening its strong regional presence in the Nordics, and establishing a footprint in new markets. The goal for is to capitalize on its past investments and accelerate profitable growth in the Nordic markets and abroad. The Group is seeking to achieve this through organic growth, and by exploring strategic opportunities and M&A. The organic growth will be based on the investments in R&D and maximising the value creation potential of past acquisitions by increasing the revenue from existing customers as well as winning new accounts and customers. The Group sees additional opportunity through increased focus on professional and retail solutions. In order to support its growth, the Group will continue to invest in R&D. At the same time, the Group sees significant value creation potential from pursuing strategic opportunities and M&A to expand its customer base and product offering. Strengthen the Nordic position The Company is currently the second largest player in its relevant markets in the Nordics, serving the majority of the largest professional terminal users in the region 10. Their presence is especially strong among sell-side traders in Norway and Sweden. Infront can build on its existing position by upselling its product offering at current relationships and exploring alternative sales channels. Infront plans to increase its share-of-wallet for professional terminal users across the Nordics. Infront can benefit from its presence among sell-side traders and approach those who also operate on the buy-side. The opportunity is largest with integrated Nordic banking groups. Infront has existing relationships with these and can grow its share of their market data expenditure. The recent Nordic partnership with SIX Financial Information enables Infront to increase its Nordic customer base and reap significant data cost synergies. By combining the Infront functionality with the high-quality global reference and market data of SIX, Infront expects to further increase its attractiveness to new customers. Simultaneously, the partnership leads to the acquisition of up to 1,300 SIX EDGE terminal customers, which are migrated to Infront products during A key objective for Infront will be to maximize the migration and retention of these customers, and the Company expects to successfully migrate around 70% of SIX EDGE net revenues. Based on this migration rate, Infront expects the added annualized revenues from SIX customers, which include the EDGE terminal, news and other, will amount to about SEK 36 million annually for Infront. In addition to increased revenues, the SIX partnership will allow Infront to reap cost synergies from improved purchasing terms, improved distribution of its news production and overall operational leverage. Increased focus on professional and retail solutions Infront will seek to strengthen its Nordic position by an increased focus on the solutions offering. The front-end solutions of Infront can be integrated with the trading infrastructure of a bank or brokerage to provide a powerful trading front-end for their institutional and retail clients. For instance, investment banks can use Infront's solutions to offer its trading clients a customized Infront terminal. In this way, financial institutions can work as alternative sales channels for Infront, and there is high revenue potential in creating such customer relationships with key regional financial institutions. Recently, the Group has invested significant resources in expanding its web-based product portfolio. Going forward, this product segment is expected to see strong growth and opens new sales opportunities internationally. In June 2017, the Group signed its first major contract for for the latest version of this product, with Nordnet. Furthermore, it currently pursues similar opportunities with other banks and brokerages. 10 Source: PwC Report 60

61 Grow strongly in new markets In addition to continued growth in the Nordics, the Group aims to accelerate its growth in the rest of Europe and South Africa. By expanding to countries with larger economies and financial sectors than the Nordics, the Group expects to be able to grow its revenues substantially by capturing even a small fraction of these markets. The Group aims for a non-nordic revenue share of at least 30% by To support its growth ambitions, Infront will boost its international sales forces in Paris, London Helsinki and Johannesburg, targeting both sell- and buyside terminal and solution sales. The Group will consider opening additional offices across Europe depending on strong expected return-on-investment. Europe (Paris): Infront's Paris office has previously focused on the operation of its subsidiary Infinancials SA, but has over the last years increased their efforts on selling Infront's terminal products as well. The office has currently one sales person dedicated to the European market, supported by the Nordic team. A new sales team will focus on selected European countries, expected to consist of more than four people by the end of The sales team will mainly target current users of alternative and competing terminal offerings as well as offering trading solutions to pan-european institutions. The European team is expected to gradually increase its contribution to the Group's growth targets in the period UK (London): The London office was established in 2015 and currently serves a few select larger customer and smaller customers, such as family offices and independent professional traders. As in the rest of Europe, the Group will target current UK users of competing products, and expects increasing sales successes in the years ahead. South Africa (Johannesburg and Cape Town): Previously, the Group approached the South-African market through a partnership, in which local player INET sold Infront's terminals on their behalf. Due to the acquisition of INET by competitor IRESS, Infront decided to open local sales offices in Cape Town and Johannesburg in late Each office employs one dedicated sales person. Finland (Helsinki): The Helsinki office was established in August 2017, aiming at accelerating the Company s sales and profitably growing its market share in Finland. The office has one customer relations manager, currently employed in The Online Trader Sweden AB, and one dedicated sales person is expected to be employed from October Continue product R&D to support growth strategy The Group's R&D and product teams will continue to extend the software and application offering, both in depth and width. Continuous regulatory changes in Europe are pushing more and more of trading from OTC to the regulated exchanges, which will give the Group's clients access to previously un-accessible data sets. The same regulations will force client to upgrade legacy systems or to buy standardized systems, to be compliant. Technology changes in the solution space will enable Infront's distribution platform to deliver data directly to the end-users for public and private web solutions. Currently this has been hosted internally at the banks/brokers, at high cost. Strategic acquisitions and partnerships In parallel to the Group's focus on increased organic growth, the Group considers strategic acquisitions and partnerships as a viable path to further improve its market position. Over the past years, the Company has built strong in-house capabilities around M&A, with the CFO leading overall efforts. As part of Infront's past corporate development, targeted acquisitions have proven to be an effective tool to build customer base, expand market data coverage and improve product functionality. Such transactions have proven particularly supportive in terms of efficiently acquiring larger bulks of new customers. High product loyalty, combined with a very competitive product line-up makes this strategy very feasible and cost-efficient. 61

62 The Group has spent significant resources on mapping the competitive landscape in continental Europe and the UK. This work has been carried out by combining the knowledge of external resources as well as the internal industrial knowledge gained over the last 20 years. As a result of this effort, several potential acquisition targets that offer financial information terminal to finance professionals across Europe have been identified. The revenues of these companies are varying from NOK 20 million to more than NOK 500 million. The Group is continuously evaluating strategic opportunities and is committed to continuing this strategy going forward. 7.5 Products and Services The Group provides market data, trading solutions, and news for finance professionals and private investors. The business can be separated into five product segments, where different terminal solutions make up three of the five segments. The remaining two product segments are offered as content across all the terminal solutions as well as stand-alone offerings directly to external customers and third party vendors. None of the Group's products or services are delivered as, or with, any hardware or physical equipment. The table below illustrates the current product categories offered by the Group: Professional information terminal Professional trading terminal Retail trading solutions Financial news Equity analytics and consensus estimates Professional Information Terminal The Infront Professional Information Terminal combines real-time global market data, news and analytics in a modern, intuitive user interface. One of the key strengths of the terminal is that it is fast and effective to use, while still being a very powerful and flexible. The terminal covers all asset classes, with global market data from exchanges, news agencies and specialist services. In addition to real-time data and news, with full order-depth, tick-by-tick consolidated views, alerts, charting etc. The terminal offers advanced analytical modules for equities, bonds, foreign exchange and options. The terminal can be extended by integrating with Excel, Portfolio Management Systems and collaboration-platforms like Symphony. The Infront Information Terminal is available for Windows with additional apps for Android, iphone and ipad and a light-weight web version. While the Windows version is currently the most powerful, Infront has accelerated the shift towards a full-blown Web version that will be fully cloud-based and platform-independent. The data stems from more than 80 exchanges, MTFs (Multilateral Trading Facility), Dark Pools, SIs (Systematic Internaliser) inter-dealer brokers among other sources. With close to 50% of the trades taking place outside the primary exchanges, Infront's terminal provides access to understand where, when and how instruments are trading. The Infront Information Terminal is sold on a monthly subscription basis with various modules. Professional Trading Terminal The Infront Professional Trading Terminal is integrated with trading infrastructure of banks or brokerages to provide a powerful trading front-end with the capability to trade with up to 600 counter-parties, through partner networks or dedicated connections. The Infront terminal can be set up to trade on cross-asset classes including equities, derivatives, FX, CFDs, fixed income, OTC instruments and more. The Infront Trading platform supports various blotters, order types, work flows and implementation of algorithms or strategies provided by brokers. 62

63 In addition, Infront support various integration services for portfolio data from back-office, quotes, research and other proprietary data. The Infront Professional Trading Terminal is sold on a monthly subscription basis per user with the addition of a monthly access fee per client for the sell-side trading solution. In addition, trading infrastructure and integrations are sold on a case-by-case basis with recurring income or once off fees. Retail trading solutions Infront retail trading solutions enables banks or brokerages to integrate Infront's front ends with their trading infrastructure and offer Infront's advanced front ends to their premium retail clients. With Infront's Web technology the bank/brokerage can also integrate streaming, white-labelled HTML5-widgets directly into their web site. These solutions can be managed and hosted by Infront and thus outsourcing the whole stack of market data and front-end management and development. Retail trading solutions are sold on a project-basis. Contracts tend to typically run from twelve to thirty-six months. The product is sold as a SaaS, usually combined with some up-front consulting work. Financial news services The Company provides easy access to real-time financial news through its subsidiaries TDN Finans AS, AB Nyhetsbyrån Direkt as well as other third-party partners. It also provides regulatory news, in-depth research and social media integrated in its user interface. The news engine includes powerful search-, filtering- and alert tools, combined with an historical archive that makes it possible for the user to gain the desired insight. AB Nyhetsbyrån Direkt has been ranked the best Swedish newswire for 19 out of the last 20 years, rated by professional investors and managers in listed blue chip companies. 11 It provides real-time news about listed companies, commodities, statistics and other macro events, political development relevant for finance and the general development and trends on the financial markets. The news service is also integrated on leading financial sites and business magazines in the Nordics, securing widespread distribution. The service is delivered across various client segments including sell side service providers, buy side investors, private investors, companies, public institutions, organisations, and other media institutions. AB Nyhetsbyrån Direkt collaborates with other news agencies in order to have full financial news coverage. Partners include Ritzau Finans in Denmark, Startel in Finland, and Bloomberg News and Reuters internationally. AB Nyhetsbyrån Direkt is also closely working together with TDN Finans in Norway. TDN Finans AS is a real-time news supplier covering the Norwegian business community and financial markets. Through collaboration with AB Nyhetsbyrån Direkt in Sweden, Ritzau Finans in Denmark, Startel in Finland and Bloomberg news internationally, TDN Finans AS covers the Nordic financial news market, macro statistics and commodities. The agency's products are available to customers on all major terminals including Infront, Reuters and Bloomberg Equity analytics and consensus estimates Infront Analytics allows for in-depth analysis with several analytic tools for equities, funds, fixed income, derivatives, and FX. It makes it possible to screen, compare and analyse listed companies worldwide with fundamentals, consensus estimates and ratios, combined with powerful, proprietary tools for Excel. It facilitates visualization of the markets with advanced charting tools to make better investment decisions. Market insight is secured by access to time-series on more than 4 million instruments, from intraday tick-by-tick to years of history. Overview of corporate actions, news and research directly in the chart, customizable with studies, annotations are sharable with a single click. The Infront Analytics product is both sold as a stand-alone product by its subsidiary Infinancials SA and as part of the Infront Terminal. The product is sold as a Software as a Service. Infront Analytics provides a combination of high-quality data, analytics, and tools, making comparable analysis quick and easy. Infront Analytics is offered in several different subscription and pricing levels, such as investor, advisor, analyst and premium. It covers around 65,000 companies and serves 7,000 corporate finance, private equity, asset management, private banking, and investment professionals worldwide. Infinancials has 11 "Affärsmedia- & Ekonomijournalistrankingen" done by Hallvarsson & Halvarsson together with Svensk Image 63

64 distribution partners such as SIX Financial Information and FIS Sunguard. Current data providers are VWD, FactSet and Morningstar. Consensus estimates are delivered through SME Direkt and the newly acquired company; Inquiry. SME Direkt is the most used consensus estimate service in the Nordic market 12. SME Direkt closely follows ~200 Nordic companies to provide continuous estimates. The customer base is primarily listed companies using SME Direkt consensus as a tool in IR activities. Other user groups are buy-side professionals, as well as professional and private investors, using consensus for screening and/or stock evaluation. Inquiry delivers broad coverage of fundamental data for 2,200 companies and its consensus estimates covers around 1,200 different European companies. The data is collected and processed by Inquiry in-house. Inquiry complements SME Direkt, and has added new tools, such as Stock Piper. 7.6 Sales and distribution The Company has local sales teams in seven countries. The sales team comprises of more than fourteen sales personnel and two marketing employees. Sales are conducted directly with B2B sales towards buy-side and sell-side clients. Sales team members are involved in the whole sales cycle from prospecting to closing. Depending on the characteristic of the sales cases and situation (i.e. professional terminal sales vs. professional trading solutions vs. retail trading solutions), product management or technical resources can be involved in structuring of proposals, deliveries, project management and discussions with prospective customers. The sales team is led by the Head of Sales, who is also part of the management team. The Head of Sales is overall responsible for the sales strategy and follows-up local teams on an ongoing basis. The sales team discusses and meets on a regular basis to exchange current sales opportunities pipeline, competition, best-practice sales methods and in order to continuously ensure cross-border learning. The sales strategies can vary from country to country depending on the competition and the possibilities. Infront's products are promoted primarily through the Company's own website and through events. Infront's marketing activities are focusing on getting new professional users to try the Infront professional information terminal and promote the retail trading solutions. Infront participates in major trade fairs in Europe and RSA. These activities are important to create relevant sales leads and follow up existing customers. A selection of conferences is TradeTech Europe, TSAM UK, FPL EMEA and Nordic conferences. 7.7 Property, plant and equipment The Group has no material tangible fixed assets. The headquarter offices in Fjordalléen 16 in Oslo, Norway, are leased and subject to a lease agreement that expires on 31 May 2018, without any right for renewal. The offices have a total size of approx. 1,400 square meters, of which the Company uses all. However, the offices provide ample space for the Company's employees and Management is of the opinion that it provides significant headroom for an increased number of employees. The Company has currently not made any decision with respect to relocating its headquarters or seeking a renewal of the lease agreement. 7.8 Intellectual property rights Infront has developed its software components in-house. Infront thereby controls and holds copyrights to the source code of this software, both front ends and server applications. This intellectual property is the cornerstone of the business and makes Infront able to provide better and more cost-effective services than their competitors. The Infront brand name, logo and domain are also valuable parts of the Group's intellectual property. The Company currently has no trademark registration, but has filed for trademark registration of "Infront" in Norway, the EU, Switzerland and South Africa. The European Union Intellectual Property Office (EUIPO) has registered "infront" (both word mark and combined mark) in the EU, but third parties may rise objection to the registration until 2 October If no objections have been raised within 2 October 2017, the registration will be finalised. 12 "Affärsmedia- & Ekonomijournalistrankingen" done by Hallvarsson & Halvarsson together with Svensk Image 64

65 Infront's major intangible assets are based on the core software platform. The platform is in general developed and upgraded using lean methods, hence new features are rolled out as soon as they are ready for production. From time to time the Company is launching sets of new features as a larger release with new core functionality. Much of the content provided by Infront, such as market data, pricing, news and analysis is re-distributed from other sources. This may be exchanges, news agencies or brokerages, where the sources own the intellectual property of their content. The Company has not filed any applications for patents for its technology or solutions besides a trade patent held by its subsidiary Infinancials SA. However, the Company seeks to protect its trade secrets, proprietary information and other intellectual property rights by a combination of copyright, and trade secret laws, as well as confidentiality procedures and contractual provisions and physical measures. 7.9 Research and development The Group is a leading player in financial market data 13 and R&D is seen as critical to sustain continued innovation. The Company invests substantial resources in research and development to enhance the applications and technology infrastructure, develop new features, conduct quality assurance testing and improve the core technology. The R&D team is primarily located in Oslo and currently comprises around 25 employees, collectively reporting to the Chief Innovation Officer. With solid investment in R&D over many years, the Group has acquired unique expertise, especially in the following areas: Building scalable systems for real time of financial market data; the combination of high scalability, low latency and large volume is especially challenging and give Infront a very valuable competitive edge Effective visualization of financials information for decision making; Infront has extensive experience with building user interfaces providing the right level of information and aggregates at the right time to support complex decisions Integration with financial market data and trading platforms; Infront has long experience in interacting with other financial systems, such as connections to 80 exchanges, news agencies, banks and brokerages, portfolio management systems and back offices Going forward, the Company will seek to expand their technological capabilities and invest significantly in research and development. Overall, the Company spent NOK 25 million on R&D in 2016, of which NOK 12.6 million was capitalized. This is in-line with previous years and the Group expects to maintain the R&D activity level going forward. Investments related to R&D for the period ending 30 June 2017 is also in line with the Group's expectations, based on spending in The Group s investments are further described in chapter Infront will concentrate its R&D resources in four main areas going forward: Mobility Traditionally finance professionals have used a Windows based Terminal to do the heavy lifting, but Management has identified a clear trend towards being able to do business "on-the-go", as well as the want to move away from the limitations coming with a traditional pure Windows based installed tool. The Group is investing heavily in web technology and aims to aggressively move all its frontend-products over to hybrid solutions; using native code only when it makes sense, with most of the functionality/content delivered as HTML5, to be reused across all platforms. APIs API, or application programming interface, is a set of functions and procedures that allow the creation of applications which access the features or data of an operating system, application, or other service. Infront s core technologies have a set of API s that can be used to access data and functionality provided by our scalable backend. The Group is working on streamlining, unifying and opening the APIs providing a solid foundation to 13 Company information based on the PwC Report and Screen Consultants, including discussions with experts. 65

66 build new products internally as well as opening the API s for external consumption; allowing for open integration with third party providers/partners. Client Analytics With Infront s strong professional user base, the Group has an opportunity to harness the vast amount of user data being produced continuously. Infront has traditionally relied on customer surveys as well as its tight relationships with its client-base to understand customer needs and product usage. Going forward the Group will greatly increase the amount of information it gathers and will invest in systems, training and processes for utilizing this important data source. Artificial Intelligence and Machine Learning The Infront Terminal presents a vast information universe to the customer; getting help to distinguish valuable information from noise is getting more and more important. The Group is looking into how it can utilize cloudbased Machine Learning to identify opportunities for its customers as well as how AI can be used to improve and optimize trading decisions. The Group's R&D strategy is driven by an overall product and development roadmap that reflects the Group's strategy. Product management, sales, and R&D are tightly interlinked and cooperate to deliver innovation and product improvements in an efficient and productive manner. The Group, through Infinancials SA, holds rights to a patent regarding the condensed and synthesized visualization of fundamental financial data. The patent is registered in the USA. The patent is not believed to be vital to the future performance of the Group Contracts and agreements Material contracts During the two years prior to the date of this Prospectus, the Company has entered into three agreements that are deemed to be material contracts: - The acquisition of TDN Finans AS in The acquisition of parts of the Nordic operations and customer base of SIX Financial Information in 2016; and - The acquisition of Inquiry Financial Europe AB in March These acquisitions are further described in Section 11.7 "Investments (including acquisitions)". Other than as described above, neither the Group nor any member of the Group have entered into any material contracts outside the ordinary course of business for the two years prior to the date of this Prospectus. Furthermore, the Group has not entered into any other contract outside the ordinary course of business, which contains any provision under which any member of the Group has any obligation or entitlement. Types of contracts Currently Infront operates with mainly five types of contracts. These five types of contracts may be categorised as (i) customer contracts, (ii) information sourcing contracts and (iii) technical support contracts as described in Sections "Customer contracts", "Information sourcing contracts" and "Technical support contracts". Customer contracts As of 30 June 2017, the Group served approximately 20,000 users in over 50 countries worldwide. With regards to the provision of the Group's products and services, as further described in Section 7.5 "Products and Services", the Group enters into a number of customer contracts on a regular basis that may be summarised by the follow key items: 66

67 Customer contracts are entered into in the ordinary course of business. Typically, customer contracts are signed on an initial twelve (12) months basis, with automatic renewal after the initial contract period. The customer contracts have termination and renewal periods ranging from 3 to 12 months, which normally corresponds to the invoicing term for the individual contracts There are two main types of customer contracts: o End user agreements for terminal users, news subscribers or analytics clients o Solution agreements for the delivery of a solutions product Agreements with larger and smaller customers are generally entered into on the same terms and conditions. However, the larger customers typically have a broad customer base that it is providing Infront products and services to, in accordance with the agreements entered into between Infront, generating a more significant part of the Group's revenues. In 2016, approximately 34% of the Group's revenue was attributable to its 10 largest customers and all of these clients have around 3-7% revenue share, including a number of Nordic commercial banks, savings banks and investment banks. Other customers of the Group include the full range of finance professionals and private investors. As of 30 June 2017, the Group had approximately 4,900 professional terminal users, 10,200 solutions end users, 750 news users (from TDN Finans AS and AB Nyhetsbyrån Direkt AB) and 4,200 analytics users (from Infinancials SA). Please refer to Section 14.2 "Legal structure" for a description of the Company's subsidiaries. In addition to entering into customer contracts in the ordinary course of business, customer contracts can also be acquired when acquiring businesses. Terms and conditions of such customer contracts vary. Following an acquisition, the Group will typically initiate a process to migrate customers of the acquired entity from the acquired entity's products and services to those provided by the Group. Subject to successful migration of customers, renewed customer contracts are entered into. Information sourcing contracts The Group's information sourcing contracts form the basis for the services provided by the Group. Information is sourced from relevant third parties to tailor the products and services provided by the Group. The Group sources information to produce and deliver its products and services, as further described in Section 7.5 "Products and Services". Hence, the Group's operations rely on the supply of information and the relevant sourcing contracts. The Group is, however, not dependent on any single contract, as the information is sourced from several sources of which no single source alone is deemed material for the Group's business operations. The information is sourced from several re-distribution vendors, exchanges and news agencies and specialist vendors based on contracts, as further described below. Re-distribution contracts Infront has agreements with two main re-distribution vendors of exchange data; SIX Financial Information and ICE real-time data services (Interactive Data) The agreements allow Infront to re-distribute data from these aggregators to Infront's products. Except for data produced by the aggregators, Infront must usually also have an agreement with the underlying source (Exchange) in order to re-distribute the content The re-distribution contracts usually have a termination notice period of 12 months Exchanges These contracts give Infront the right to distribute specified content, for an agreed monthly fee. There will usually be a fee related to the number of end users as well Specialist vendors typically have defined tiers of end users, while exchange and news agreements have a fee per individual end user In a few cases, the sources also require that each end user sign a direct agreement with the source before being allowed to receive data through Infront Most of the sources require monthly reporting from Infront on the number of end users receiving data. The sources can also do an audit of the user reporting The Exchange contracts usually have a termination notice period of 3 months News agencies and specialist vendors 67

68 Infront has agreement with news agencies and specialist data providers, allowing Infront to re-distribute news or specialist data to Infront products o The main vendors are Factset (equity fundamental data, corporate actions and estimates), Morningstar (funds data), Tullett Prebon (OTC money market, fixed income and FX data), and Dow Jones Newswires (calendar and news) The news agencies and specialist vendors contracts usually have a termination notice period of 12 months Technical support contracts Infront s services are highly linked with the continuous operation of computers and telecommunication equipment, hosted in datacentres in Oslo, Stockholm and London. To mitigate the risk of Infront s services being unavailable, business critical services are live-live with automatic switchover. Databases and backups are replicated between the different locations, and the system is designed so that no single component can take the service down for all customers. The Group's operation of technical equipment may be summarised by the following key items: In general, technical and data agreements are entered into for sourcing technical services, i.e. with suppliers of infrastructure. Infront currently has contracts with Interxion for Server and Network Equipment hosting (racks, electricity, backup power, hands on) in London and Stockholm, and IP Only for hosting in Oslo plus connectivity in Oslo and Stockholm. (There are minor contracts with ConnectU for connectivity in London, Verizon for connectivity in Stockholm, TNS for connectivity in London and FNN/VpNett for connectivity in Oslo) Litigation and disputes The Group has not been part of any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the Company and/or Group's financial position or profitability, or provide an appropriate negative statement Dependency on contracts, patents, and licences It is the Company's opinion that it is not dependent upon any specific contracts patents or licences Environment The Group does not use resources or input that have significant environmental impact. The Group's impact on the environment is limited to the materials and energy necessary for the Group to conduct its business. There are continuous efforts to shift towards electronic communication internally and externally which will help to reduce paper consumption. The business causes limited environmental pollution. 68

69 BOARD OF DIRECTORS, MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE 8.1 Introduction The General Meeting is the highest authority of the Company. All shareholders in the Company are entitled to attend and vote at General Meetings of the Company and to table draft resolutions for items to be included on the agenda for a General Meeting. The overall management of the Group is vested in the Board of Directors and the Management. In accordance with Norwegian law, the Board of Directors is responsible for, among other things, supervising the general and day-to-day management of the Group's business ensuring proper organisation, preparing plans and budgets for its activities ensuring that the Group's activities, accounts and assets management are subject to adequate controls and undertaking investigations necessary to perform its duties. The Management is responsible for the day-to-day management of the Group's operations in accordance with Norwegian law and instructions set out by the Board of Directors. Among other responsibilities, the Group's chief executive officer, or CEO, is responsible for keeping the Group's accounts in accordance with applicable law and for managing the Group's assets in a responsible manner. In addition, and according to Norwegian law, the CEO must brief the Board of Directors about the Group's activities, financial position and operating results at a minimum of one time per month. 8.2 Board of Directors Overview The Articles of Association provide that the Board of Directors shall consist of 3 to 7 shareholder-elected members. As at the date of this Prospectus, the Company's Board of Directors consists of the following: Name of director Director since Current term expires Gunnar Jacobsen (chairman) Benjamin Jonathan Christoffer Røer Beate Skjerven Nygårdshaug Mark Ivin Torun Reinhammar The Board of Directors is in compliance with the independence requirements of the Norwegian Code of Practice for Corporate Governance dated 30 October 2014 (the "Corporate Governance Code", see also meaning that (i) the majority of the shareholder-elected members of the Board of Directors are independent of the Company's executive Management and material business contacts, (ii) at least two of the shareholderelected members of the Board of Directors are independent of the Company's main shareholders, and (iii) no members of the Company's executive Management are on the Board of Directors. All members of the Board of Directors are independent of the Company's significant business relations. All of the members of the Board of Directors are independent of the Management. The Company's registered office, Fjordalléen 16, 0250 Oslo serves as the business address for the members of the Board of Directors in relation to their directorships of the Company. Brief biographies of the members of the Board Directors Set out below are brief biographies of the members of the Board of Directors, including their relevant management expertise and experience, an indication of any significant principal activities performed by them outside the Company and names of companies and partnerships of which a member of the Board of Directors is or has been a member of the administrative, management or supervisory bodies or partner the previous five years (not including directorships and management positions in subsidiaries of the Company). 69

70 In the following, for directorships the denominations "C" and "BM" states the position as chairman of the Board of Directors ("C") and ordinary board member ("BM"), respectively, and "CEO", "CFO", "COO" and "EVP" state the position as Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Executive Vice President respectively in the relevant companies. Gunnar Jacobsen, Chairman Gunnar Jacobsen is currently investment director in the Norwegian company Kistefos AS. He holds a Master of Science in Marketing and Management from the Norwegian School of Management (BI). Gunnar Jacobsen joined Kistefos in Prior to joining Kistefos, Jacobsen was CEO of BlueCom, a Norwegian telecommunications company targeting primarily the residential market. His previous experience includes senior project management in BlueCom, and business development activities at Telenor. Current directorships and management positions Previous directorships and management positions last five years Gujac Holding AS (C) Telecom Holding 1 AS (C) 1 Telecom Holding 3 AS (C) Opplysningen 1881 AS (C) 1882 group AS b(c) Digitale Medier 1881 AS (C) 1881 Group AS (C) Kappa Bioscience AS (C) Atex Group LTD (C) 2 Kistefos Venture Capital Fond II AS (C) Kistefos Venture Capital II DA (C) Kistefos Equity Holding AS(C) Kistefos International Equity AS (C) Kistefos Corporate AS (C) Kistefos Newco 1 AS (C) Kistefos Venture Capital AS (CEO) Kistefos AS (Investment Director) Nannas Kjøkken AS (C) Alliance Venture Polaris AS Alliance Venture Spring AS (BM) Phonero Group AS (BM) 3 Digitale Medier 1881 AS (C / BM) Phonero AS (C) Kistefos Alliance AS (C) 4 Phonero Holding AS (BM) Nyhedsbureauet Direkt A/S Nyhetbyrån Direkt AB Intellicom AS (BM) Line 2 Inc. (BM) Kfaw II AS (C) 5 Springfondet II AS Telekom Holding AS (BM) Telekom Holding 2 AS (BM) Prospectextractor AS (C) Socialboards AS (BM) Springfondet 1a AS (C) Springfondet 1a KS (C) Springfondet 1b AS (C) Springfondet 1b KS (C) Springfondet II AS (C) Wergeland Asset Holding AS (BM) Xtractor Technologies AS (C) 1) Registered as dissolved by voluntary decision of the company. A liquidation board has been appointed with Gunnar Jacobsen as its chairman. The deadline for making any claims towards the company is six weeks calculated from 1 September ) The board of directors of the company has initiated a process that may result in the liquidation of the company. 70

71 3) The company has been resolved dissolved in connection with merging with Phonero Holding AS. Gunnar Jacobsen holds a position as member of the liquidation board. The deadline for making any claims towards the company was six weeks calculated from 13 December ) Dissolved by voluntary decision of the company. The dissolution was completed by registration in the Norwegian Register of Business Enterprises on 10 June Gunnar Jacobsen acted as chairman of the liquidation board. 5) Dissolved by voluntary decision of the company. The dissolution was completed by registration in the Norwegian Register of Business Enterprises on 18 February Gunnar Jacobsen acted as chairman of the liquidation board. Benjamin Jonathan Christoffer Røer, Board member Benjamin Røer became a member of the board of directors in He is currently investment analyst in the Norwegian company Kistefos AS. Prior to joining Kistefos, Røer worked as an equity analyst at Danske Bank Markets, covering consumer discretionary stocks. He holds an MSc in Applied Economics and Finance from Copenhagen Business School. He is also a CFA Charterholder. Current directorships and management positions Sameiet Reichweinsgate 8 (BM) Kappa Bioscience AS Ostomycure AS Previous directorships and management positions last five years Beate Skjerven Nygårdshaug, Board member Beate Skjerven Nygårdshaug joined the Board of Directors in April She holds several board positions and provides consultancy services within different companies. In the period 2014 to 2015 Nygårdshaug was CEO in NEX AS. Her prior experience also includes being head of Legal at Kistefos AS from 2006 to 2014 and head of legal at TDC Song from 2003 until She holds a Master of Law from Oslo University, an executive MBA in business & administration from IMD, Switzerland, a Master of International Law (LLM) from G.G.U San Francisco University, as well an education course in International Business from Harvard, USA. Current directorships and management positions Previous directorships and management positions last five years Axactor AB (BM) My Bank ASA (BM) Leading Edge AS (BM) Bergsjo AS (BM/CEO) ZOLT AS (BM) Norse Horizon AS (CEO/BM) IMD Alumni Club Norway (BM) Kistefos (General Counsel) NEX AS (CEO) Kistefos Eiendom AS (BM) Mark Ivin, Board member Mark Ivin became member of the Board of Directors in April Mark Ivin is currently chief financial officer at the Norwegian company Get AS (from 2011), and also CFO of TDC AS after Get AS in 2014 was sold in a dual-track transaction from Private Equity owners Goldman Sachs Capital Partners (UK) and The Quadrangle Group (USA) to Danish telecommunications company TDC A/S headquartered in Copenhagen, Denmark. 71

72 Ivin was Finance Manager at Hughes Space and Communications from 1996 to 1998, Senior Manager at Ernst & Young from 1998 to 2001, Partner at PricewaterhouseCoopers from 2001 to 2008, board member at Statkraft Treasury Center SA from 2008 to 2011 and Finance Director at Statkraft from 2008 to Ivin has a degree in Business Administration from BI Norwegian School of Management, a Bachelor of Science in Business Administration from the University of Denver, an MBA from Thunderbird School of Global Management as well as well as an executive education course from IMD, Switzerland. Current directorships and management positions Previous directorships and management positions last five years Get AS (CFO) TDC AS (CFO) Torun Reinhammar, Board member Torun Reinhammar became member of the Board of Directors in April Torun Reinhammar has more than 30 years of experience within the media sector. She has since 1990 held several positions at AB Nyhetsbyrån Direkt, including as Financial Journalist from 1990 to 1999, Editor in Chief from 2000 to 2007 and CEO from 2007 to Reinhammar has from 2015 been a member of the board of directors of AB Nyhetsbyrån Direkt and also acted as corporate governance and responsible investment specialist at the Swedish insurance and pensions fund Folksam. Reinhammar has a bachelor's degree in journalism, political science, from the University of Gothenburg, as well as a Diploma from the John Hopkins University, SAIS Europe Bologna. Current directorships and management positions Previous directorships and management positions last five years Remuneration The Board of Directors has not been granted any remuneration for the financial year In connection with the listing and the election of the current board of directors, remuneration for the period from the annual general meeting held on 19 April 2017 to the annual general meeting in 2018 have been determined. The remuneration was resolved by the annual general meeting of the Company on 19 April 2017 as follows: Name Position Cash remuneration in NOK Other remuneration in NOK Gunnar Jacobsen (chairman) Chairman 300,000 0 Benjamin Jonathan Christoffer Røer Board member 150,000 0 Beate Skjerven Nygårdshaug Board member 150,000 0 Mark Ivin Board member 150,000 0 Torun Reinhammar Board member 150,000 0 No additional remuneration has been determined for participation in board committees, which includes the audit committee and the remuneration committee. Gunnar Jacobsen and Torun Reinhammar have been granted SEK 50,000 each in remuneration as board members in AB Nyhetsbyrån Direkt for the financial year Shares and options held by members of the Board of Directors As at the date of this Prospectus, none of the members of the Board of Directors holds any Shares, options or other rights to acquire Shares. 72

73 8.3 Management Overview The Management of the Company consists of five individuals. The names of the members of the Management as at the date of this Prospectus, and their respective positions, are presented in the table below: Name Position Served since Kristian Nesbak Chief Executive Officer 1998 Morten Lindeman * Chief Innovation Officer 2017 Max Hofer Chief Financial Officer 2013 Martin Holtet ** Chief Technology Officer 2017 Joachim Rosli *** Head of Sales 2016 * Has been with Infront since 1998 ** Has been with Infront since 2008 *** Has been with Infront since 2000 All members of the Management are employed by the Company. The Company's registered office, Fjordalléen 16, 0250 Oslo, serves as the business address for the members of Management in relation to their positions in the Company. Brief biographies of the members of the Management Set out below are brief biographies of the members of the Management, including their relevant management expertise and experience, an indication of any significant principal activities performed by them outside the Company and names of companies and partnerships of which a member of the Management is or has been a member of the administrative, management or supervisory bodies or partner the previous five years (not including directorships and management positions in subsidiaries of the Company). Kristian Nesbak, Chief Executive Officer Kristian Nesbak founded the Company together with Morten Lindeman in Prior to this Nesbak was one of the founders of Falcon, who became the market leader in financial information services in Norway and Sweden. In 1994, Falcon was purchased by Reuters, and Nesbak became responsible for their Internet products in the Nordic countries. Current directorships and management positions Previous directorships and management positions last five years Nesbak AS (C) Lindeman AS (deputy BM) Asker Musikkfestival AS (BM) Morten Lindeman, Chief Innovation Officer Morten Lindeman founded the Company together with Kristian Nesbak in He holds the position as Chief Innovation Officer of the Company. He is responsible for technology and innovation, mainly related to server and distribution part of the Company. Through his position he has extensive contact with customers and suppliers. Lindeman gives lectures and participates in panel debates on behalf of the Company. In the period from 1990 to 1994 he worked as a developer with responsibility for the server for Falcon AS and as senior software developer at Reuters Norge AS from 1994 to Current directorships and management positions Lindeman AS (C) Morissa AS (BM) Morissa Lillehammer AS (BM) Mace AS (BM) FIX Protocol Limited ( Co-Chair Nordic Subcommittee) FIX Protocol Limited ( Co-Chair Marketdata, HPWG) Nesbak AS (deputy BM) 73

74 Previous directorships and management positions last five years Trivest AS (C) Warren Capital AS (deputy BM) Max Hofer, Chief Financial Officer Max Hofer joined the Company in December He previously served as the CFO of a fast-growing technology company and has experience as an investor from Kistefos, Altor Equity Partners and Bain Capital. He started his career at McKinsey & Company, working on corporate finance-related projects for clients across Europe. Hofer holds a Master of Science degree in Economics and Finance from the University of St. Gallen (HSG), Switzerland. In addition, he holds a CEMS Master in International Management Current directorships and management positions Previous directorships and management positions last five years FLKX Capital AS (C) Odipadi AS(C) Finx AS (BM) Prodess AS (BM) Boligsameiet Hjørungavåggata 3 (BM) SBSV AS (BM) The Online Backup Company AS (CFO) Kistefos AS (Investment manager) Martin Holtet, Chief Technology Officer Martin Holtet joined the Company in He has worked with software development for more than 15 years. Prior to joining the Company, he worked as a systems developer and system develop manager in Lindorff AS from 2002 to From 1996 to 2002 he worked as a consultant in Viventus AS. Holtet holds a bachelor degree in Computer Science from the University of Oslo and has studied finance and strategy at BI Norwegian Business School. Current directorships and management positions Previous directorships and management positions last five years Joachim Rosli, Head of Sales Joachim Rosli is a senior business developer with extensive experience in management, business development, product management and solution sales towards the financial industry for the last 20 years. He has extensive international knowledge of information technology and trading solutions. He joined the Company in Rosli holds a M.Sc. degree from the Norwegian School of Marketing and City University Business School in London Current directorships and management positions Previous directorships and management positions last five years Remuneration and benefits The remuneration paid to the members of the Management in 2016 was NOK 7,248,851. The table below sets out the total remuneration paid to the members of the Management in relation to the financial year 2016 (all in NOK). Name Position Salary Pension contribution *Other remuneration Total amount Kristian Nesbak Chief Executive Officer 984,522 22,807 4,392 1,011,721 74

75 Morten Lindeman Max Hofer Martin Holtet Chief Innovation Officer Chief Financial Officer Chief Technology Officer 984,522 22,276 4,392 1,011,190 1,355,432 23, ,392 1,753, ,311 23, ,892 1,112,962 Joachim Rosli Head of Sales 1,067,191 23,466 60,642 1,151,299 * Include bonus payments and customary benefits in kind such as phone and internet. The Company has established a bonus scheme that comprises the Management. Members of Management are entitled to cash bonuses pursuant to their respective employment contracts which become payable upon achievement of certain pre-determined targets. The targets and size of the bonus varies between the members of Management. The targets relate to, inter alia, (i) achievement of budget targets, (ii) migration of users following M&A acquisitions and (iii) bonuses based on subjective criteria. Shares and options held by members of the Management As of the date of this Prospectus, the members of the Management have the following shareholdings and options in the Company (including direct and indirect ownership): Name Position Number of Shares Number of options Kristian Nesbak Chief Executive Officer 6,350,000 0 Morten Lindeman Chief Innovation Officer 6,550,000 0 Max Hofer Chief Financial Officer 200,000 0 Martin Holtet Chief Technology Officer 100,000 0 Joachim Rosli Head of Sales Benefits upon termination No employee, including any member of Management, has entered into employment agreements that provide for any special benefits upon termination of employment. No member of the Board of Directors has or will have service contracts with the Company or any of its subsidiaries providing for benefits upon termination of employment. 8.5 Pension and retirement benefits The Norwegian companies in the Group are subject to the requirements of the Mandatory Company Pensions Act, and the Companies' pension scheme follows the requirements of the act. The employees of the Group are covered by different pension schemes that vary from country to country and between the different companies. All the plans are assessed to be defined contribution plans. The period's contributions are recognised in the income statement as salary and personnel costs. Two of the employees of the acquired business TDN Finans AS were covered by a defined benefit plan. Subsequent to the acquisition an agreement with the employees covered by the scheme was entered into and the defined benefit plan and the accompanying obligation was settled. At the acquisition date the net defined benefit liability was NOK thousand. At 31 December 2016, the net defined benefit liability is 0 as a consequence of the plan settlement. The impact on the income statement is specified in the table below. The Swedish company AB Nyhetsbyrån Direkt have, in addition to other schemes, "Direktpension"-scheme covering some of its employees. The scheme is an agreement between the AB Nyhetsbyrån Direkt and the covered employees that AB Nyhetsbyrån Direkt will pay the pension based on the available pension funds. The 75

76 pension funds, recognised on the statement of financial position, are pledged in favour of the employees. Both the pension funds and the liability that includes payroll tax are recognised on the statement of financial position Pension funds (Direkt pension) Pension liability (Direkt pension) Pension expenses Expenses for defined contribution 3,316 2,668 plans Settlement of defined benefit plan (405) 0 Total 2,911 2, Loans and guarantees Except for the loans described in chapter 13 the Company has not granted any loans, guarantees or other commitments to any of the members of the Board of Directors or Management. 8.7 Nomination committee The Articles of Association provide for a nomination committee composed of 2 to 3 members who are elected by the General Meeting. The nomination committee comprises of Morten Lindeman, Tom Olav Holberg and Svein-Erik Klemetsen. The nomination committee is responsible for nominating the shareholder-elected members of the Board of Directors and members of the nomination committee and to make recommendations for remuneration to the members of the Board of Directors. The Company's general meeting has on 19 April 2017 adopted instructions for the nomination committee. 8.8 Audit committee The Board of Directors has elected an audit committee amongst the members of the Board of Directors. The audit committee comprises of Mark Ivin (chairman), Benjamin Jonathan Christoffer Røer and Beate Skjerven Nygårdshaug. Pursuant to section 6-43 of the Norwegian Public Companies Act, the audit committee shall: prepare the Board of Directors' supervision of the Company's financial reporting process; monitor the systems for internal control and risk management; have continuous contact with the Company's auditor regarding the audit of the annual accounts; and review and monitor the independence of the Company's auditor, including in particular the extent to which services than auditing provided by the auditor or the audit firm represent a threat to the independence of the auditor. 8.9 Remuneration committee The Company has established a remuneration committee that shall consist of two or three members of the Board. The members of the remuneration committee shall be independent of the Company's executive Management. The members of the remuneration committee are appointed by the Board of Directors for a period of two years, or until they resign their position as a member of the Board of Directors. The committee currently comprises of Gunnar Jacobsen, Beate Skjerven Nygårdshaug and Mark Ivin. The remuneration committee is a preparatory and advisory committee for the Board of Directors that shall prepare matters for the Board's consideration and decisions regarding the remuneration of, and other matters pertaining to, the Company's executive Management. The recommendations of the remuneration committee shall cover all aspects of remuneration to the executive Management, including but not limited to salaries, allowances, bonuses, options and benefits-in-kind. The Company has adopted separate instructions for the remuneration committee setting out further details on the duties, composition and procedures of the committee. 76

77 8.10 Board and management practices The Company has adopted routines and guidelines to ensure proper distribution and handling of information, internally in the Group and for the Management and the Board of Directors, and distribution of information to the market. The Company has adopted insider manuals, manual on disclosure of information, rules of procedures for the Board of Directors, instructions for the nomination committee, audit committee and the remuneration committee. The committees are described in Sections 8.7 "Nomination committee", 8.8 "Audit committee" and 8.9 "Remuneration committee" above. For further information on the executive Management and the Board of Directors please refer to Sections 8.2 "Board of Directors" and 8.3 "Management" Conflicts of interests For information on the Group's involvement in transactions with related parties, see Section 13 "Related party transactions". There are no family relations between any of the members of the Board of Directors or members of Management. There are currently, to the Company's knowledge, no actual or potential conflicts of interest between the private interests or other duties of any of the members of Management and the Board of Directors and their duties towards the Company, including any family relationships between such persons Convictions for fraudulent offences, bankruptcy etc. None of the members of the Board of Directors or the Management have during the last five years preceding the date of this Prospectus: any convictions in relation to indictable offences or convictions in relation to fraudulent offences; received any official public incrimination and/or sanctions by any statutory or regulatory authorities (including designated professional bodies) or was disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company; or been declared bankrupt or been associated with any bankruptcy, receivership or liquidation in his/her capacity as a founder, director or senior manager of a company or partner of a limited partnership, other than as described in Section "Brief biographies of the members of the Board Directors" Employees Overview As of 31 August 2017, the Group had a total of 122 employees, of which 52 are located in Norway, and 71 in various countries in which the Group operates. The following table illustrates the number of employees as per the end of each calendar year for 2016, 2015 and 2014 and per 31 August 2017 split by the geographical areas. Year ended 31 December Geographical area 31 August June Norway Sweden France UK South Africa TOTAL

78 Employee incentive schemes The Group does not have any arrangements for involving the employees in the capital of the Company Corporate governance The Company has adopted and implemented a corporate governance regime based on the Corporate Governance Code. The Company complies with the Corporate Governance Code, except for the deviations described below. Equity and dividends The Board of Directors has been provided with authorisations to acquire own shares and one authorisation to issue shares in the Company as further described in Section 14.6 "Authorisation to increase the share capital and to issue Shares". Except for possibility to increase the share capital in connection with any listing on Oslo Børs alternatively Oslo Axess, these authorisations include customary purposes instead of having one authorisation for each specific purpose. General meetings The Articles of Association require shareholders to give notice to the Company of their participation at general meetings within five days prior to the general meeting, rather than allowing shareholders to give notice as close to the meeting as possible. The notice period is set in accordance with the Norwegian Public Companies Act in order to facilitate proper and time and cost efficient preparations of general meetings. Nomination committee Morten Lindeman, Chief Innovation Officer and part of the Management, is a member of the nomination committee. It has been considered expedient and an advantage for the Company that Lindeman, who is also one of the larger shareholders and with significant understanding of the business and history of the Company may be represented at the committee. Take-overs There are no defence mechanisms against take-over bids in the Articles of Association, nor have other measures been implemented to specifically hinder acquisitions of Shares in the Company. The Board of Directors has not established written guiding principles for how it will act in the event of a take-over bid, as set out in section 14 of the Corporate Governance Code, as such situations are normally characterized by concrete and one-off situations which make a guideline challenging to prepare. In the event a take-over were to occur, the Board of Directors will consider the relevant recommendations in the Corporate Governance Code and whether the concrete situation entails that the recommendations in the Corporate Governance Code can be complied with or not. 78

79 CAPITALISATION AND INDEBTEDNESS 9.1 Capitalisation and indebtedness The information presented below should be read in conjunction with the other parts of this Prospectus, in particular Section 10 "Financial information" and Section 11 "Operating and financial review", and the IFRS Annual Accounts and Interim Financial Statements and the notes related thereto, included in Appendix B 1 and C, respectively, of this Prospectus. This Section provides information about the Company's unaudited consolidated capitalization and net financial indebtedness as of 30 June There has been no material change to the Company's unaudited consolidated capitalisation and net financial indebtedness since 30 June Capitalisation As of 30 June 2017 In NOK thousands (unaudited) Indebtedness Total current debt: Guaranteed and secured... Guaranteed but unsecured... Secured but unguaranteed... 7,699 Unguaranteed and unsecured... 90,245 Total non-current debt: Guaranteed and secured... Guaranteed but unsecured... Secured but unguaranteed... Unguaranteed and unsecured... 55,225 Total indebtedness ,169 Shareholders equity Share capital... 0,217 Other reserves... 33,264 Total equity attributable to owners of the parent equity 33,481 Non-controlling interests 2,643 Total equity... 36,124 Total capitalisation ,293 Secured but unguaranteed current debt of NOK 7,699 thousand relates to overdraft bank facility. Assets held at collateral include equipment and fixtures and factoring/trade receivables. Unguaranteed and unsecured non-current debt of NOK 55,225 thousand includes NOK 45,894 thousand is noncurrent contingent consideration related to the SIX asset purchase transaction (due in ). NOK 7,941 thousand is derivative financial instruments related to additional shares in Inquiry AB. NOK 505 thousand is pension liabilities and NOK 885 thousand is deferred tax liabilities. See Section 11.7 "Investments (including acquisitions)" for further information. Unguaranteed and unsecured current debt amounts to NOK 90,245 thousand. The amount includes NOK 52,295 thousand in trade and other payables, the amount of the SIX purchase transaction due in 2017 of NOK 16,910 thousand, and revenue accruals of NOK 18,307 thousand. In addition, the amount includes gross current tax liabilities of NOK 2,733 thousand (note that restricted cash of NOK 1,098 thousand related to this tax liability has not been deducted from the amount). 79

80 Net financial indebtedness As of 30 June 2017 (In NOK thousands) (unaudited) (A) Cash... (B) Cash equivalents... 29,604 (C) Trading securities... (D) Liquidity (A)+(B)+(C)... 29,604 (E) Current financial receivables... 1,396 (F) Current bank debt... 7,699 (G) Current portion of non-current debt... 16,910 (H) Other current financial debt... (I) Current financial debt (F)+(G)+(H)... 24,609 (J) Net current financial indebtedness (I)-(E)-(D)... (6,391) (K) Non-current bank loans... (L) Bonds issued... (M) Other non-current loans... 53,835 (N) Non-current financial indebtedness (K)+(L)+(M)... 53,835 (O) Net financial indebtedness (J)+(N)... 47,444 Cash equivalents contains restricted bank deposits of NOK 1,098 thousand related to tax payables. This amount is considered third party funds, covering the tax payable obligations. Current financial receivables include NOK 1,396 thousand related to government grants (SkatteFUNN R&D tax incentive scheme), which will be settled during Other non-current loans of NOK 53,835 thousand includes NOK 45,894 thousand in non-current contingent consideration related to the SIX asset purchase transaction (due in ) and NOK 7,941 thousand in derivative financial instruments related to additional shares in Inquiry AB. Current portion of non-current debt relates to the SIX asset purchase is NOK 16,910 thousand. 9.2 Working capital statement The Company is of the opinion that the working capital available to the Group is sufficient to meet the Group s requirements for at least twelve months from the date of this Prospectus. 9.3 Contingent and indirect indebtedness As of 30 June 2017, and as of the date of this Prospectus, the Group did not have any contingent or indirect indebtedness, except as described in Section 11.8 "Material indebtedness". 80

81 FINANCIAL INFORMATION 10.1 Introduction and basis for preparation The following selected financial information has been extracted from the Group's audited financial statements as of, and for the years ended, 31 December 2016 and 2015 prepared under the International Financial Reporting Standards as approved by the EU ("IFRS"). The Group's Interim Financial Statements as of, and for the six months ended, 30 June 2017 and 2016 are also prepared under the IFRS. The audited financial information as of, and for the years ended, 31 December 2015 and 2014 prepared under the Norwegian Generally Accepted Accounting Principles ("N-GAAP"). The Audited Financial Statements and the Interim Financial Statements described above are included in Appendix B and C to this Prospectus. The selected consolidated financial information included herein should be read in connection with, and is qualified in its entirety by reference to, the Audited Financial Statements and the Interim Financial Statements and should be read together with Section 11 "Operating and financial review". Please also refer to Section 4.2 "Presentation of financial and other information" Summary of accounting policies and principles For information regarding the Group's accounting policies under IFRS and the use of estimates and judgements, please refer to Note 11 of the IFRS Annual Accounts prepared under IFRS as of, and for the years ended, 31 December 2016 and 2015, included in this Prospectus as Appendix B 1. For information regarding the Group's accounting policies under N-GAAP, please refer to Note 1 of the N-GAAP Annual Accounts as of, and for the years ended, 31 December 2015 and 2014, included in this Prospectus as Appendix B Selected data from the consolidated statements of income The table below shows selected data from the Group's audited consolidated statement of income for the three and six months ended on 30 June 2017 and 2016, in addition to the years ended 31 December 2016, 2015 and NOK thousand, except earnings per share Three months ended Six months ended 30 June 30 June IFRS IFRS IFRS IFRS (unaudited) (unaudited) (unaudited) (unaudited) Revenues 63,546 53, , ,308 Total operating revenues 63,546 53, , ,308 Cost of services rendered 19,502 17,195 38,058 37,791 Personnel and employee benefit expenses 22,644 17,193 44,530 34,488 Other operating expenses 17,351 7,868 27,466 14,903 EBITDA 4,048 11,271 10,284 18,126 Depreciation, amortisation and impairment 5,187 3,271 10,240 6,462 Total operating expenses 64,684 45, ,293 93,644 Operating profit (EBIT) (1,139) 8, ,664 Financial income ,091 1,452 Financial expenses (1,243) (2,070) (2,107) (2,860) Financial income/(expenses) - net (660) (1,414) (1,016) (1,408) Profit before income tax (1,799) 6,586 (973) 10,256 Income tax expense 290 (1,551) 53 (2,449) Profit for the period (1,509) 5,035 (920) 7,807 Profit is attributable to: Owners of Infront AS (1,409) 5,035 (859) 7,807 Non-controlling interests (100) 0 (61) (1,509) 5,035 (920) 7,807 Basic earnings per share (0.65) 2.35 (0.40) 3.64 Twelve months ended 31 December 81

82 NOK thousand, except earnings per share IFRS IFRS NGAAP NGAAP (audited) (audited) (audited) (audited) Revenues 210, , , ,576 Total operating revenues 210, , , ,576 Cost of services rendered 72,960 74,798 74,023 66,468 Personnel and employee benefit expenses 72,195 64,692 64,689 62,524 Other operating expenses 33,823 27,710 28,486 24,946 EBITDA 31,394 25,852 25,850 27,638 Depreciation, amortisation and impairment 13,107 12,622 15,979 14,893 Total operating expenses 192, , , ,832 Operating profit (EBIT) 18,287 13,227 9,871 12,745 Financial income 4,216 5,015 5,014 4,516 Financial expenses (6,434) (8,268) (8,268) (6,644) Financial income/(expenses) - net (2,218) (3,254) (3,254) (2,128) Profit before income tax 16,069 9,973 6,617 10,617 Income tax expense (3,267) (340) (340) (2,056) Profit for the period 12,802 9,633 6,277 8,561 Profit is attributable to: Owners of Infront AS 12,802 9,633 6,277 8,561 Non-controlling interests ,802 9,633 6,277 8,561 Basic earnings per share Selected data from the consolidated balance sheets The table below shows selected data from the Group's audited consolidated balance sheet for the years ended 31 December 2016, 2015 and 2014, in addition half year ended 30 June 2017 and (Amounts in NOK thousand) As at As at 30 June 31 December * IFRS (unaudited) IFRS (unaudited) IFRS (audited) IFRS (audited) NGAAP (audited) NGAAP (audited) ASSETS Non-current assets Equipment and fixtures 2,515 1,618 1,387 1,546 1,546 2,124 Intangible assets 126,388 44, ,161 25,935 22,579 24,521 Deferred tax asset Pension assets Receivables Total non-current assets 130,148 47, ,818 28,550 25,023 27,553 Current assets Trade and other receivables 29,541 19,611 24,919 21,590 20,844 24,061 Cash and cash equivalents 29,604 21,755 37,569 36,418 37,335 31,876 Total current assets 59,145 41,365 62,487 58,009 58,179 55,937 TOTAL ASSETS 189,293 88, ,306 86,558 83,202 83,490 EQUITY AND LIABILITIES Shareholders' equity Share capital Share premium 7,863 6,156 7,863 6,156 6,156 6,156 Treasury shares 0 (1) 0 (1) (1) (1) Other equity 25,401 28,632 32,690 21,223 17,866 20,019 Total equity attributable to owners of the parent 33,481 35,002 40,769 27,593 24,236 26,389 82

83 Non-controlling interests 2,643 0 Total shareholders' equity 36,124 35,002 40,769 27,593 24,236 26,389 Non-current liabilities Borrowings - - Pension liabilities Deferred tax liabilities 885 3, Provisions 53,835-44, Total non-current liabilities 55,225 3,969 45, Current liabilities Borrowings 7, , Trade and other payables 52,295 32,796 56,863 40,762 40,601 38,124 Other current financial liabilities 16, , Deferred revenue 18,307 15,907 14,897 15,383 16,323 16,393 Current tax liabilities 2, ,874 2,285 2,041 2,585 Total current liabilities 97,944 49,584 95,077 58,429 58,965 57,101 Total liabilities 153,169 53, ,537 58,964 58,965 57,101 TOTAL EQUITY AND LIABILITIES 189,293 88, ,306 86,558 83,202 83,490 * In the financial statements for 2014 there is accounted a dividend reservation on 10,000, booked against the equity. This is a change from the financial statements compared with the registered accounts for 2014 ** Traded securities in 2014 (0,212) and 2015 (0,200) are accounted as trade and other receivables 10.5 Selected data from the consolidated statements of cash flows The table below shows selected data from the Group s audited consolidated statements of cash flows for the three and six months ended 30 June 2017 and 2016, in addition to the years ended 31 December 2016, 2015 and (In NOK thousand) Three months ended Six months ended 30 June 30 June IFRS IFRS IFRS IFRS (unaudited) (unaudited) (unaudited) (unaudited) Cash flows from operating activities Profit (loss) before tax (1,798) 6,585 (972) 10,255 Adjustments for Taxes paid, net of government grants (413) (278) (2,141) (1,404) Depreciation and impairment 5,187 3,271 10,240 6,462 Pension expense without cash effect 1-39 (16) Losses/(gains) on disposal of tangible assets Trade receivables (2,617) 7,333 (2,214) 2,014 Provisions Deferred revenue 563 (103) 1,140 1,098 Trade payables 4,537 (9,143) 7,398 (6,761) Net cash inflow from operating activities 5,680 7,664 13,711 11,648 Cash flows from investing activities Payment for acquisition of subsidiaries/intangible assets (860) (18,202) (21,908) (18,960) Payment for property, plant and equipment 132 (598) (1,553) (598) Payment for software development (2,077) (2,387) (5,085) (5,470) Reception of government grants Cashflow from other investing activities Net cash (outflow) from investing activities (2,805) (21,187) (28,546) (25,028) 83

84 Cash flows from financing activities Proceeds from issuance of ordinary shares Proceeds from borrowings (743) 82 5, Payment for shares bought back Sale of treasury shares Dividends paid Net proceeds from borrowings (6,336) Net cash (outflow) from financing activities (743) 82 5, Net change in cash and cash equivalents 2,132 (13,441) (9,242) (13,298) Cash and cash equivalents 1 January / 1 April 26,514 35,888 37,569 36,418 FX effects on cash 958 (693) 1,277 (1,366) Cash and cash equivalents 30 June 29,604 21,755 29,604 21,755 Twelve months ended 31 December (In NOK thousand) IFRS (audited) IFRS (audited) NGAAP (audited) NGAAP (audited) Cash flows from operating activities Profit (loss) before tax 16,069 9,973 6,617 10,617 Adjustments for Taxes paid, net of government grants (2,142) (1,418) (1,203) (4,239) Depreciation and impairment 13,107 12,622 15,979 14,893 Pension expense without cash effect (580) Losses/(gains) on disposal of tangible assets Trade receivables (2,191) 5,677 1,238 (1,906) Provisions Deferred revenue (157) (63) Trade payables 5,226 2,818 10,216 7,585 Net cash inflow from operating activities 29,914 31,004 32,691 26,887 Cash flows from investing activities Payment for acquisition of subsidiaries/intangible assets (18,960) (3,760) (3,773) (5,783) Payment for property, plant and equipment - (419) (485) (1,046) Payment for software development (12,559) (12,974) (12,974) (11,546) Reception of government grants 1, Cashflow from other investing activities - - Net cash (outflow) from investing activities (30,409) (17,153) (17,231) (18,376) Cash flows from financing activities Proceeds from issuance of ordinary shares 1,708 (75) Proceeds from borrowings 1, Payment for shares bought back - (75) - Sale of treasury shares Dividends paid - (10,000) (10,000) (10,000) Net proceeds from borrowings (3,863) Net cash (outflow) from financing activities 3,773 (10,075) (10,000) (13,775) Net change in cash and cash equivalents 3,278 3,776 5,459 (5,264) Cash and cash equivalents 1 January 36,418 31,203 31,876 37,140 FX effects on cash (2,127) 1,440 Cash and cash equivalents 31 December 37,569 36,418 37,335 31, Selected data from the statements of changes in equity The table below shows selected data from the Group's consolidated statements of changes in equity for the years ended 31 December 2016, and 2015, based on the Audited Financial Statements. 84

85 Share Share Treasury Translation Retained (In NOK thousand) capital premium shares differences Earnings interest equity Balance at 31 December , ,019 26,389 Profit/loss for the year 9,633 9,633 Currency translation differences 1,645 - Purchase of Treasury shares (1) (74) (75) Dividend (10,000) (10,000) Balance at 31 December ,156 (1) 1,645 19,578 27,593 Profit/loss for the year 12,802 12,802 Currency translation differences (1,695) (1,695) Sale/Purchase of own shares Capital increase 3 1,705 1,708 Balance at 31 December ,863 (0) (1,695) 32,740-40,769 Total The table below shows selected data from the Group's consolidated statements of changes in equity for the period ended 30 June 2016 and 2017, based on the Interim Financial Statements. Noncontrolling Share Share Treasury Translation Retained Noncontrolling Total (In NOK thousands) capital premium shares differences Earnings interest equity Balance at 31 December ,156 (1) 1,645 19,578 27,593 Profit/loss for 1 January to 30 June ,807 7, Currency translation differences (397) - (397) Capital increase Balance at 30 June ,156 (1) 1,248 27,385-35,003 Balance at 31 December 2016 Profit/loss for 1 January to 30 June 2017 Currency translation differences Non-controlling interests on acquisition of subsidiary Preliminary estimate of fair value of put option - Acquisition of subsidiary Balance at 30 June ,863 - (50) 32,740-40,769 (858) (61) (920) 1, ,366 2,629 2,629 (7,719) - (7,719) 217 7,863-1,240 24,162 2,643 36, Analysis of material differences between IFRS and N-GAAP Income statement 85

86 Twelve months ended Financial position December 31 (In NOK thousand) January 1, 2015 December 31, Dividends 10,000 Amortisation of goodwill 3,400 3,400 Exchange rate differences on translation of foreign operations 1,600 Dividends Under N-GAAP proposed dividends are recognised as a liability in the period to which they relate. Under IFRS, a proposed dividend is recognised in the period it is approved by shareholders in the general meeting. Therefore, the liability recorded for the proposed dividend has been derecognised against retained earnings. Amortisation of goodwill Under N-GAAP goodwill was amortised over 5 years. The goodwill amortisation for 2015 is added back, increasing both profit and retained earnings. Exchange rate differences on translation of foreign operations Under N-GAAP any exchange differences on translation of foreign operations is recognised against retained earnings directly. Under IFRS this element is recognised as other comprehensive income. Equity is not affected Auditor The Company's auditor is BDO AS, with registration number and business address at Munkedamsveien 45A, 0250 Oslo, Norway. BDO AS is a member of Den Norske Revisorforeningen (The Norwegian Institute of Public Accountants). BDO has been the Group's auditor throughout the period covered by financial information included in the Prospectus. BDO AS' audit reports on the Audited Financial Statements are in Appendix B. BDO AS has conducted a limited review of the Interim Financial Statement. BDO AS has not audited, reviewed or produced any report on any other information provided in this Prospectus. 86

87 OPERATING AND FINANCIAL REVIEW The following is a discussion and analysis of the Company's results of operations and financial condition, based on the Audited Financial Statements and Interim Financial Statements. This operating and financial review should be read together with the other parts of this Prospectus. The Audited Financial Statements as of, and for the years ended, 31 December 2016 and 2015 have been prepared in accordance with IFRS as adopted by the EU, while the ones for the years ended, 31 December 2015 and 2014 have been prepared in accordance with N- GAAP pursuant to the Norwegian Accounting Act as of 31 December The Audited Financial Statements have been audited by BDO, as set forth in their auditor's reports included herein. This operating and financial review contains forward-looking statements. These forward-looking statements are not historical facts, but are rather based on the Group s current expectations, estimates, assumptions and projections about the Group s industry, business, strategy and future financial results. Actual results could differ materially from the results contemplated by these forward-looking statements because of a number of factors, including those discussed in Section 2 "Risk factors" and Section 4.3 "Forward-looking statements" of this Prospectus, as well as other Sections of this Prospectus Overview and presentation The Group s principal activities involve development, maintenance, servicing and consultancy in the following business areas: Terminal and solutions News Analytics and other The Group's business is managed through a geographical organisation and clients are currently served per the following geographies: Norway Sweden Denmark UK France South Africa International managed from HQ in Norway For a more detailed description, see Section "Reporting segments". Infront has a particularly strong presence in the Nordics, with offices in Oslo, Stockholm and Copenhagen. The Group is pursuing a clear strategy for profitable growth based on acquisitions as well as organic growth. Operating revenues in 2016 were NOK million, up 9.0% from In this Section 11.1 "Overview and presentation" all amounts in brackets are figures for 2015 (comparable to the figures from 2016) unless stated otherwise. Reporting segments The Group's activities are organised in three geographical segments. Revenues and expenses are reported in the segment where the client is registered. The cost of administrative services, rent of premises, depreciation and so forth is allocated between the segments. 87

88 Six months ended Twelve months ended 30 June 31 December Unaudited Unaudited Audited Audited (In NOK thousands) Revenues, external costumers IFRS IFRS IFRS IFRS Norway 52,699 50, ,663 91,690 Sweden 60,070 47,857 94,845 83,654 Other 7,568 7,262 14,865 17,704 Consolidated 120, , , ,049 EBITDA Norway (5,527) 10,343 24,792 16,693 Sweden 16,420 9,081 9,121 9,194 Other (610) (1,297) (2,519) (35) Consolidated 10,283 18,126 31,394 25,852 Norway The Norwegian part of the business comprises the ownership to the intangible assets that the Group's main offering is based on, licensing of access to the software application, the news agency TDN Finans AS and Catalystone. Net operating revenues for the segment came to NOK million (NOK 91.7 million) in The 9.8% increase was primarily a result of the acquisition of TDN Finans AS, stable number of clients and some price increases. EBITDA came to NOK 24.8 million, above the NOK 16.7 million achieved in The improvement is mainly caused by operational leverage, cost efficiency measures and internal restructuring. Sweden The Swedish part of the business comprises the Swedish reseller of licenses granting access to the Group's main offering and the news agency AB Nyhetsbyrån Direkt. Net operating revenues for this segment came to NOK 94.8 million (NOK 83.7 million) in The 13.3% increase was primarily a result of increased number of clients and initial impact of SIX News acquisitions in Q EBITDA came to NOK 9.1 million, in-line with the NOK 9.2 million achieved in Other The Group's other business represents resellers in all other countries and the development and licensing of software by the French subsidiary Infinancials. Net operating revenues for this segment came to NOK 14.9 million (NOK 17.7 million) in The 15.8% decrease was primarily a result of a major, and known, contract reduction at the subsidiary Infinancials. EBITDA came to NOK -2.5 million, below the NOK 0 million achieved in The decrease is mainly caused by above-mentioned loss of revenues and additional costs linked to establishment of operations in UK and South Africa. Additional segment information The Group also presents revenues and expenses based on its defined product categories. The figures are based on management accounts and hence not set out in the Audited Financial Statements or audited. The Group intends to continue presenting segment information based on product categories as additional segment information going forward. For the financial years ended 31 December 2016 and 2015, in addition to the six months ended 30 June 2017 and 2016, the Group recorded revenues and expenses for its product categories as shown in the table below: 88

89 Six months ended Twelve months ended 30 June 31 December (In NOK thousand) Unaudited Unaudited Audited Audited Revenue, external costumers Terminals and solutions 86,377 79, , ,776 News 22,436 16,012 33,917 26,111 Analytics and other 11,523 9,478 19,118 22,161 Elimination Consolidated 120, , , ,049 EBITDA Terminals and solutions (99) 14,420 23,405 21,326 News 7,448 3,464 6,378 2,801 Analytics and other 2, ,611 1,725 Eliminations Consolidated 10,283 18,126 31,394 25, Key factors affecting the Group s results of operations and financial performance Infront's results of operations have been, and will continue to be, affected by a range of factors, many of which are beyond the Group's control. The factors that Management believes have had a material impact on the Group's operating result, as well as those considered likely to have such impact in the future are described below. Development in number of clients The Group's revenues and results are driven by overall demand for its services and products. The Group is selling its products to financial institutions as well as other financial market participants. Infront operates in a competitive environment, where customers have several competing options to choose from. Most the Group's competitors are international companies, with limited local presence in its key markets. Ever-increasing technological complexity and demands for regulatory compliance are opening new opportunities for the Group. The table below describes the development of users for terminals and solutions: As of 30 June As of December 31 Number of paying users Professional information terminal Number of professional trading terminal users Number of solutions users ,665 3,013 3,074 3,026 1,242 1,118 1,136 1,091 10,184 9,080 9,621 8,787 Revenue per user The Group has historically been able to keep prices stable and even introduce new, higher-value products at higher price points. A clear strategy to upsell higher-value products to its existing customer base is in place to achieve the organic sales growth targets. Cost of third party content and services delivered The Group enters into agreements with third parties for supply of information on a regular basis, inter alia agreements with stock exchanges. The information is processed and used to provide the Group's products and services to its customers. Any change in cost of such third-party content will have an effect for the margins that 89

90 the Group is able to achieve and its profitability. Decrease of third-party cost is expected to increase margins and profitability, and an increase of third party costs must on a general basis be expected to have an opposite effect. Geographical expansion The recent geographical expansion is affecting the Group's result due to high investment costs and hiring of new staff, among other things. However, it will also lead to a great increase in revenue going forward because of improved organic growth potential. In 2015, the Group opened an office in London, UK, its first sales office outside of the Nordics. In 2016 dedicated sales staff for Infront's suite of products was hired in Paris, France and two offices in South Africa were opened. Infront expects these initiatives to contribute positively to overall revenue and profitability prospects going forward. Market conditions The market for financial data terminals is invariably linked to the performance of the financial services sector, which represents the bulk of the demand for terminals. The financial sector is undergoing profound changes driven by new regulation post the financial crisis of 2008 and technological progress is challenging traditional business models of both sell-side and buy-side. Furthermore, there is an increasing pressure on like-for-like prices driven by regulation pushing more content onto electronic exchanges. Finally, there is a strong case for building scale given the large share of the cost base that data procurement accounts for and the required investment into a robust and flexible IT technology platform. Infront operates in a competitive environment, where international competitors offer similar services. The Group's current competitors are other international financial market terminal providers such as Bloomberg, Reuters, Factset, VWD, and others, as well as internal IT development units at typical customers such as banks and asset managers. The current market dynamics create opportunities for providers such as Infront that are able to offer a versatile terminal product with high a value-for-money proposition in both its functionality and data coverage. Human capital/competence The Group's ability to execute on its growth strategy, to develop new and maintain existing products and solutions depends largely on the Group's ability to attract, retain and motivate key personnel, including senior managers and highly skilled employees. There is significant competition for employees with the skills needed to perform the services needed by the Group to perform successfully in its markets. The Group understands the importance of strong recruitment capability, high employee satisfaction and development of its workforce as critical success factors. Management development programs are selectively supported by the Group, as are other training programs for its employees. The Group believes in training and recruitment directly from universities and colleges. This is reflected in the recruitment and support of both student part-time employees, often linked to academic research projects. Both internal results and feedback from participants prove that this approach is highly successful and appreciated. All new employees recruited in 2016 hold either a Bachelor in Science or a Masters in Science. Infront has a constant need to strengthen and update its expertise and hence, ever increasing effort is given to the continuous development of managers and employees. Maintaining strong customer relations Infront is characterised by strong, long-term customer relations. The Group prides itself on its customer-first approach and sees it as a key success factor. Its portfolio comprises some 20,000 end-users. The 10 largest accounts stand for about 34% of the Group's annual operating revenues as of financial year 2016, and represent 90

91 large, reputable institutions in every market geography. The biggest customers have been placing orders with Infront for many years. Good collaboration with customers represents an important success factor for the Group's business. A close and continuous dialogue is maintained between Infront and its customers before, during and after delivery of their products and services. This is done in order to understand the customers' expectations and needs, and to clarify these for Infront and the user. Acquisitions Infront's growth strategy is based on both organic growth and acquisitions. The Group has recently acquired several companies, in an effort to increase its position in the Nordics and abroad. The recent acquisition of Inquiry Financial is a solid platform for developing an efficient vehicle to expand the Group s analytics and estimates business in the future. Acquisitions have proven particularly helpful in terms of acquiring new customers, primarily due to the "stickiness" of terminal users. Most users are highly loyal to their current terminal, and it has been difficult to draw them over to other terminal formats. The acquisitions of SIX Financial Information's Nordic terminal business and News operations in Sweden in 2016 are prime examples of the Group's willingness to execute on this strategy. The success of an efficient integration of the acquired operations and a swift migration of the customer base to proprietary Infront products will result in both revenue and operating profit increases. Going forward, the Group intends to acquire further companies to both increase its customer base and add new content and functionality to its products. Product development and delivery Infront has developed a competitive and comprehensive product portfolio. The success of the Group will depend on its ability to gain additional market shares from its competitors or enter new markets. The stickiness of the business represents a key challenge in this process. Disputes and litigation Due to the nature of the Group's business, the Group might be involved in disputes and litigation matters from time to time. These matters may include, among other things, project errors, employment matters, intellectual property related matters, as well as other disputes that arise in the ordinary course of business. The Group cannot predict with certainty the outcome of any claim or other litigation matter. The ultimate outcome of any litigation matter and the potential costs associated with prosecuting or defending such lawsuits, including the diversion of Management s attention to these matters, could have a material adverse effect on the Group's business, revenue, profit and financial condition. Regulations The Group provides products and services to institutions and private investors that operate in highly regulated markets. The pace of regulatory changes and additional restrictions has accelerated over the past years, as MiFID II will enter into force by The Group is overall well-positioned to benefit from additional regulations and trends towards increased transparency which will are expected to open new market opportunities across the Group. When new regulations come into play, Infront always tries to add value to the clients providing them with new, useful information which can affect their day-to-day decision making. It s also very important to try to take the complexity out of the new regulations, and that s something the product team is working hard to try to do. Some regulations also open up the potential for new products, which Infront is always exploring. Critical accounting judgements and estimates The preparation of financial statements in accordance with IFRS requires that the Management makes assessments, estimates and assumptions that impact reported amounts for revenues, expenses, assets and liabilities and presentation of contingent liabilities at the end of the reporting period. Assessments made by the 91

92 Management as part of the application of the entity's accounting policies and that have the most significant impact on the amounts recognised in the financial statements are as follows: i. Business combinations ii. Estimated impairment of goodwill and trademarks iii. Fair value of contractual obligations The Company acquired TDN Finans AS and parts of SIX Financial Information in 2016, and 77.22% of the shares in Inquiry Financial Europe AB in March All three acquisitions were deemed to be acquisitions of businesses, and accounted for in accordance with IFRS 3 "Business combinations". The Company has performed preliminary purchase price allocations of these three acquisitions. The Company has in accordance with IFRS 3 up to 12 months (after the respective acquisition) to finalise the purchase price allocation Recent developments and trends Market developments and trends 2016 The market for the Group's core products was generally stable in 2016, with limited variation across the geographical regions where Infront operates. Demand for terminals was stable as the financial markets kept their positive momentum during the year. At the same time, continued focus on costs, expected reductions of headcount and upcoming regulatory changes limited the growth for this market segment. Interest for retail trading solutions picked up during 2016, driven by increased demand for white-label, webbased solutions and prospects of additional regulations. The global market for financial information has been characterized by consolidation across the value-chain and geographies over the past years. Market developments and trends from 31 December 2016 to the date of this Prospectus In H1 2017, Infront has continued its migration of SIX EDGE customers onto its own platform. The acquisition of SIX has led to several good discussions and upselling opportunities are expected to arise from these talks. For further information about the migration of SIX EDGE customers please refer to Section 12 "Pro forma financial information". Sales of terminals have been as expected, and all regions have closed terminal sales in the period. Furthermore, the Group sees strong interest for its new web-based retail trading solutions, inter alia with a new contract with Nordnet signed during the second quarter of The Group estimates an EBITDA contribution on the range of NOK 3 5 million from contracts signed in Q2, which is not included in Q2 financials. In addition, several projects are being discussed with key customers. Outlook for 2017 The information and expectations presented below have been prepared based on the Group s interim financial report for the six months ended 30 June 2017, and represent certain of the Group s preliminary expectations with respect to the financial year While the Group believes these expectations to be reasonable, the Group s actual results could vary materially from these expectations. All such information and expectations are subject to inherent risks and uncertainties and may be subject to change. As such, you should not place undue reliance on the information and expectations presented below or on any other information included in this section. See Section 4.3 "Forward-looking statements" and Section 2 "Risk factors" for a more complete discussion of certain of the factors that could affect the Group s performance and results of operation. Concerning the outlook for the full year, Management remains confident in the Groups' prospects for the remainder of the year. Organic growth rate expected to come from a growing share-of-wallet for professional terminal users across the Nordics, increased sales in newly established markets, growing sales within the retail trading solutions product and with margins trending upwards driven by the scalability of the business model. The 2017 financial performance is further expected to be positively impacted by the effects of recent acquisitions: 92

93 When fully integrated, the Group expects a total of NOK million in underlying annualized EBITDA contribution from the SIX acquisition/partnership and the recent acquisition of Inquiry Financial Europe AB. Please refer to Section 11.7 "Investments (including acquisitions)" for a further description of the Group's principal investments including acquisitions. Changes in financial and trading positions Other than the acquisition of Inquiry Financial Europe AB in Q and the ongoing migration of customers, there has been no significant change in the Group's financial or trading position, which has occurred since the last financial period ended 31 December Infront's underlying operating profit in the second quarter of 2017, adjusted for calendar effects and costs related to the Offering, do not deviate substantially from the same period last year Explanation of income statement line items Operating revenues: Operating revenues constitute primarily of sale of subscription services (terminals, solutions and news) and consulting services mainly provided in the course of larger product implementation projects. Subscription revenues are primarily invoiced on a monthly or quarterly basis, with prices determined by the Group s offering to that client. Cost of goods sold: Costs of goods are both fixed and variable in character. Fixed costs mainly include access fees to the different exchanges and data providers and technical IT costs related to provision of services. Variable costs are driven by actual usage of the data by the Group's customers. Personnel and employee benefit expenses: This line item consists of all personnel expenses, such as salary, bonus, social security cost, pension cost, insurance, costs related to recruitment and training as well as other costs. Other operating expenses. Other operating expenses primarily consist of costs related to lease of offices, including common costs, energy and, cleaning. The item also includes costs for external consultancy services, IT, telecommunication, travel, entertainment, and marketing. Depreciation, amortisation and impairment: Depreciation and amortisation represent the systematic allocation of the cost of the Group's tangible and intangible assets over the expected useful lives of the assets. The assets are primarily intangible in nature, such as capitalized development costs and acquired customer contracts. Impairment is recognised for assets or group of assets and goodwill, if the carrying amount exceeds estimated recoverable amount. Financial income: Financial income primarily consists of interest income accrued on the Group's bank deposits and money market funds. Any gains on currency or derivatives and other financial income are also included. Financial expenses: Financial expenses primarily consist of net interest expenses on net defined benefit obligations. Any loss on currency or derivatives and other financial expenses are also included in this line item. Income tax expense: Income tax expense is the sum of taxes payable in the countries where the Group operates and change in deferred tax Results of operations for the Group Main part See Section.10.3 "Financial information Selected data from the consolidated statements of income" for the statements of income. Consolidated statement of income 93

94 H IFRS vs. H IFRS See Section 10.3 "Financial information Selected data from the consolidated statements of income" for the statements of income. All amounts in brackets are comparative figures for H unless specifically stated. Operating revenues Consolidated operating revenues for the period amounted to NOK million (NOK million), an increase of NOK 15.0 million, or 14.3%. The increase reflects increased sales and prices across the Group, the inclusion of external revenues from TDN Finans AS, the effect of the acquisition of Inquiry Financial Europe AB, as well as initial impact from the SIX transaction. Cost of services rendered Consolidated cost of services rendered for the period amounted to NOK 38.1 million (NOK 37.8 million), an increase of NOK 0.3 million, or 0.7%. The slight increase reflects the net effect of improved exchange rates, reclassification of purchases from TDN Finans AS as intercompany costs and higher activity. Employee benefit expenses Consolidated expenses for employee benefits amounted to NOK 44.5 million (NOK 34.5 million), an increase of NOK 10.0 million, or 29.1%. The increase is primarily due to inclusion of TDN Finans AS and Inquiry Financial Europe AB as well as increased staff levels in Group in connection with expansion in UK and South Africa, and general salary increases. The Group employed 118 FTEs at the end of H (95). Other operating expenses Consolidated other operating expenses amounted to NOK 27.5 million (NOK 14.9 million), an increase of NOK 12.6 million, or 84.3%. The increase is primarily due to increased use of external consultants and advisors as part of the IPO process and M&A activity. Adjusted for these costs, other operating expenses increased to NOK 17.8 million (NOK 14.9 million). Depreciation, amortization and impairment Consolidated depreciation, amortization and impairment amounted to NOK 10.2 million (NOK 6.5 million), an increase of NOK 3.8 million, or 58.5%. The increase is primarily due to an increase in ordinary depreciation of intangible assets due to customer contracts acquired from SIX. Net financial income Consolidated net financial expenses amounted to NOK 1.0 million (net financial expenses of NOK 1.4 million), a decrease of NOK 0.4 million. This movement is primarily a result of foreign exchange transactions and translations. Profit before tax As a result of the above discussed changes in revenues and expenses, consolidated loss before tax was NOK 1.0 million (profit before tax NOK 10.3 million), a decrease of NOK 11.2 million. Adjusted for one-off costs related to IPO process and M&A activities, consolidated profit before tax is NOK 8.7 million, a decrease of 15.6% compared to the same period in Income tax expenses Income tax expenses amounted to NOK -0.1 million (NOK 2.4 million), a decrease of NOK 2.5 million, or 102.1%. Profit for the period Due to the effects discussed above, consolidated loss for the period amounted to NOK 0.9 million (profit of NOK 7.8 million), a decrease of NOK 8.7 million, or 111.8%. See table below for illustration of impact of one-off costs on EBITDA related to the IPO and Adjusted EBITDA. Six months ended Twelve months ended 30 June 31 December (in NOK thousand) IFRS IFRS IFRS IFRS NGAAP NGAAP EBITDA 10,284 18,126 31,394 25,852 25,850 27,638 94

95 Adjustments for one-off items 9, Adjusted EBITDA 19,912 18,126 31,394 25,852 25,850 27, IFRS vs IFRS See Section 10.3 "Financial information Selected data from the consolidated statements of income" for the statements of income. All amounts in brackets are comparative figures for 2015 unless specifically stated. Operating revenues Consolidated operating revenues amounted to NOK million (NOK million), an increase of NOK 17.4 million, or 9.0%. The increase reflects the acquisition of TDN Finans AS and increased sales and prices across the Group. The Group records, and reports, geographical distribution of revenues measured by the location of the invoicing entity within the Group. For the financial years ended 31 December 2016 and 2015, the Group recorded revenues as shown in the table below and as set out in the Audited Financial Statements: 12 months ended 31 December (In NOK thousands Audited Audited )Revenue, external costumers IFRS IFRS Norway 100,663 91,690 Sweden 94,845 83,654 Other countries 14,865 17,704 Total revenues 210, ,049 The Group also records geographical distribution of revenues as measured by the location of the invoiced client as set out below. The figures are based on management accounts and hence not set out in the Audited Financial Statements or audited. 12 months ended 31 December (In NOK thousands) Revenue, external costumers Audited Audited Norway 69,672 63,546 Sweden 72,990 65,924 Denmark 19,714 19,888 France 5,813 5,699 UK 3,773 2,687 Other countries 38,410 35,305 Total revenues 210, ,049 The revenue growth in Norway is attributable both to increased prices and acquisition of TDN Finans AS. The revenue growth in Sweden is mainly driven by positive development at news agency and continued strong sales of information terminals. The remaining markets have seen stable development. Employee benefit expenses Consolidated expenses for employee benefits amounted to NOK 72.2 million (NOK 64.7 million), an increase of NOK 7.5 million, or 11.6%. The 2016 expenses increased primarily due to increase in the number of employees and severance packages due to acquisitions completed during the year, and normal salary growth. Other operating expenses Consolidated other operating expenses amounted to NOK 33.8 million (NOK 27.7 million), an increase of NOK 6.1 million, or 22.0%. The increase is primarily due to increased use of external consultants and advisors and increased use of temporary employees. 95

96 Depreciation, amortization and impairment Consolidated depreciation, amortization and impairment amounted to NOK 13.1 million (NOK 12.6 million), an increase of NOK 0.5 million, or 4.0%. The increase is primarily due to increased depreciation of previously capitalized development costs. Net financial income Consolidated net financial expenses amounted to NOK 2.2 million (NOK 3.3 million), a decrease of NOK 1.1 million, or 33.8%. The decrease consists primarily of improved agio/disagio ratio on foreign exchange transactions and translations. Profit before tax As a result of the above discussed changes in revenues and expenses, consolidated profit before tax increased to NOK 16.1 million (NOK 10.0 million), an increase of NOK 6.1 million, or 61.0%. Income tax expenses Income tax expenses amounted to NOK 3.3 million (NOK 0.3 million), an increase of NOK 3.0 million, or 909.1%. The increase in income tax expenses from the financial year 2015 to the financial year 2016 occurred mainly as a result of increased profitability and changes in deferred tax. 14 Profit for the year Due to the effects discussed above, consolidated profit for the year amounted to NOK 12.8 million (NOK 9.6 million), an increase of NOK 3.2 million, or 0.33% N-GAAP vs 2014 N-GAAP See Section 10.3 "Financial information Selected data from the consolidated statements of income" for the statements of income. All amounts in brackets are comparative figures for 2014 unless specifically stated. Operating revenues Consolidated operating revenues amounted to NOK million (NOK million), an increase of NOK 11.4 million, or 6.3%. The increase reflects increased sales and prices across the Group, as well as favourable foreign exchange developments. Employee benefit expenses Consolidated expenses for employee benefits amounted to NOK 64.7 million (NOK 62.5 million), an increase of NOK 2.2 million, or 3.5%. The 2015 expenses increased primarily due to normal salary growth. Other operating expenses Consolidated other operating expenses amounted to NOK 28.5 million (NOK 24.9 million), an increase of NOK 3.6 million, or 14.5%. The increase is primarily due to increased use of external consultants and advisors and increased use of temporary employees. Depreciation, amortization and impairment Consolidated depreciation, amortization and impairment amounted to NOK 16.0 million (NOK 14.9 million), an increase of NOK 1.1 million, or 7.4%. The increase is primarily due to increased depreciation of capitalized R&D. Net financial income Consolidated net financial expenses amounted to NOK 3.3 million (NOK 2.1 million), an increase of NOK 1.2 million, or 57.1%. The increase in net financial expenses is primarily a result of foreign exchange transactions and translations. Profit before tax As a result of the above discussed changes in revenues and expenses, consolidated profit before tax decreased to NOK 6.6 million (NOK 10.6 million), a decrease of NOK 4.0 million, or 37.7%. Income tax expenses 14 See note 11 to the 2016 IFRS Annual Accounts. 96

97 Income tax expenses amounted to NOK 0.3 million (NOK 2.1 million), a decrease of NOK 1.8 million, or 85.7%. Profit for the year Due to the effects discussed above, consolidated profit for the year amounted to NOK 6.3 million (NOK 8.6 million), a decrease of NOK 2.3 million, or 26.7%. Balance sheet H IFRS vs. year end 2016 IFRS See Section "Selected data from the consolidated balance sheets". All amounts in brackets are comparative figures for Q unless stated otherwise. 1. Total assets Total assets were NOK million (NOK million), an increase of NOK 8.0 million, or 4.4%. The increase is due an increase of non-current assets. For a detailed discussion, see item 2 "Total non-current assets" below. 2. Total non-current assets Total non-current assets were NOK million (NOK million), an increase of NOK 11.3 million, or 9.5%. The increase is primarily due an increase of intangible asset. See further discussions below. 3. Intangible assets and property, plant and equipment These assets increased to NOK million (NOK million), an increase of NOK 11.4 million, or 9.7%. The increase is primarily due to the acquisition of Inquiry Financial Europe AB and an investment in IT hardware. 4. Total current assets Total current assets were NOK 59.1 million (NOK 62.5 million), a decrease of NOK 3.3 million, or 5.3%. The decrease was primarily due to decrease in cash and cash equivalents. See further discussions below. 5. Trade and other receivables These were NOK 29.5 million (NOK 24.9 million), an increase of NOK 4.6 million, or 18.6%. 6. Cash and cash equivalents The decrease was primarily due to cash outflows from investing activities. See further discussions below relating to cash flows in H Equity and liabilities The increase was due to an increase in non-current liabilities, related to acquisition of Inquiry Financial Europe AB in H1 2017, see further below. 8. Equity Equity decreased during the period, due to the fair value estimate of option related to payment for remaining stake in Inquiry Financial Europe AB. See the statement of equity and statement of comprehensive income in the Interim Financial Statement for the period ended 30 June 2017 for further details. 9. Total non-current liabilities The increase in non-current liabilities was due to the fair value estimate of option related to payment for remaining stake in Inquiry Financial Europe AB. Please refer to note 6 in the Interim Financial Statements for the period ended 30 June 2017 for further details. 10. Total current liabilities 97

98 Trade and other payables decreased to NOK 52.3 million (NOK 56.9 million), a decrease of NOK 4.6 million, or 8.0%, driven by partial payment made for acquisition of SIX News (Nordic operations). Please refer to note 21 in the IFRS Annual Accounts for the year ended 31 December 2016 for further details IFRS vs IFRS See Section "Selected data from the consolidated balance sheets". All amounts in brackets are comparative figures for 2015 unless stated otherwise. 1. Total assets Total assets were NOK million (NOK 86.6 million), an increase of NOK 94.7 million, or 109.4%. The increase is primarily due an increase of non-current assets, mainly driven by acquisitions. For a detailed discussion see separate section below. 2. Total non-current assets Total non-current assets were NOK million (NOK 28.6 million), an increase of NOK 90.3 million, or 316.2%. The increase is primarily due an increase of intangible asset. See further discussions below. 3. Intangible assets and property, plant and equipment These assets increased significantly in 2016 to NOK 117.5million (NOK 27.5 million), an increase of NOK 90.1 million, or 315.4%. The increase is primarily due to business combinations the acquisitions of TDN Finans AS and operations and customers from SIX Financial Information in Sweden. Please refer to notes 7 and 21 of the IFRS Annual Accounts for the years ended 31 December Total current assets Total current assets were NOK 62.5 million (NOK 58.0 million), an increase of NOK 4.5 million, or 7.8%. The increase was primarily due to increased trade and other receivables. See further discussions below. 5. Trade and other receivables These were NOK 24.9 million (NOK 21.6 million), an increase of NOK 3.3 million, or 15.3%, primarily due to the increased overall activity levels across the Group. Please refer to note 15 of the IFRS Annual Accounts for the year ended 31 December Cash and cash equivalents The increase was primarily due to cash inflow from operating activities and draw down of revolving credit facility of NOK 1.7 million (NOK 0 million) per 31 December See further discussions below relating to cash flows and notes 14 and 16 of the IFRS Annual Accounts for the year ended 31 December Equity and liabilities The increase was equally due to an increase in non-current and current liabilities, related to business combinations completed in 2016, see further below. 8. Equity Equity increased during the year, due to the profit for the year. See the statement of equity and statement of comprehensive income in the Audited Financial Statements for the year ended 31 December 2016 for further details. 9. Total non-current liabilities The increase was primarily due to contingent consideration for Nyhetsbyrån Direkt AB's purchase of operations of SIX Financial News (Nordic operations) and the Company's acquisition of the customer portfolio of SIX EDGE financial market data terminal users in the Nordics from SIX Financial Information. The total purchase price for both acquisitions, including contingent consideration, is estimated to be MNOK 70.4, where of NOK 58.6 million is classified as a contingent consideration. 98

99 The contingent consideration is dependent upon the value of news and terminal customers actually migrated to Infront. Migration will take place progressively and migration success will be measured monthly until 30 November 2017 and a monthly consideration will be calculated and paid. From January 2018, the consideration will be fixed, based on final actual migration. The fixed consideration will be payable quarterly until August Significant estimates used to calculate the contingent consideration include migration success, the timing of the migration and interest rate used to calculate the present value of the future expected cash flows. Please refer to note 21 in the IFRS Annual Accounts for the year ended 31 December 2016 for further details. 10. Total current liabilities Trade and other payables increased to NOK 56.9 million (NOK 40.8 million), an increase of NOK 16.1 million, or 39.5%, driven by purchase price payable for business combinations. Please refer to note 21 in the IFRS Annual Accounts for the year ended 31 December 2016 for further details N-GAAP vs N-GAAP See Section "Selected data from the consolidated balance sheets". All amounts in brackets are comparative figures for 2014 unless stated otherwise. 1. Total assets Total assets were NOK 83.2 million (NOK 83.5 million), a small decrease of NOK 0.3 million, or 0.4%. A decrease in non-current assets was offset by an increase in current assets. For a detailed discussion see separate sections below. 2. Total non-current assets Total non-current assets were NOK 25.0 million (NOK 27.6 million), a decrease of NOK 2.6 million, or 9.4%. The decrease is primarily due a decrease of intangible assets due to acquisitions. See further discussions below. 3. Intangible assets and property, plant and equipment These assets decreased to NOK 24.6 million (NOK 27.1 million), a decrease of NOK 2.5 million, or 9.2%. The decrease in these assets is primarily due to continued amortization of goodwill related to business combinations. Please refer to note 5 of the N-GAAP Annual Accounts for the years ended 31 December 2015 and 31 December Total current assets Total current assets was NOK 58.2 million (NOK 55.9 million), an increase of NOK 2.2 million, or 4.1%. The increase was primarily due to increase in cash and cash equivalents. See further discussions below. 5. Trade and other receivables These were NOK 20.8 million (NOK 24.1 million), a decrease of NOK 3.3 million, or 13.7%, primarily due to decrease of other receivables. 6. Cash and cash equivalents The increase was primarily due to cash inflow from operating activities. See further discussions below relating to cash flows and note 8 of the N-GAAP Annual Accounts for the year ended 31 December 2015 and 31 December Equity and liabilities Overall, equity and liabilities remained stable for the year ended 31 December 2015, see further below. 8. Equity 99

100 Equity increased during the year, due to the profit for the year. See the statement of equity and statement of comprehensive income in the Audited Financial Statements for the year ended 31 December 2015 for further details. 9. Total non-current liabilities No non-current liabilities were registered for the year ended 31 December Please refer to note 7 in the N- GAAP Annual Accounts for the year ended 31 December 2015 for further details. 10. Total current liabilities Total current liabilities were NOK 59.0 million (NOK 57.1 million), an increase of NOK 1.9 million, or 3.3%. Trade and other payables increased to NOK 40.6 million (NOK 38.1 million), an increase of NOK 2.5 million, or 6.6%. Please refer to notes 4, 7 and 10 in the N-GAAP Annual Accounts for the year ended 31 December 2015 for further details Liquidity and capital resources Sources and use of cash The Group's liquidity requirements arise primarily from operating expenses, acquisitions and investments in R&D. The Group's principal sources of liquidity consist of cash generated from operating activities. As of December 2016 Infront had total equity of NOK 40.8 million, corresponding to an equity ratio of 23%, cash and cash equivalents of NOK 35.9 million, and interest bearing debt of NOK 1.7 million. As of 30 June 2017, Infront had total equity of NOK 36.1 million, corresponding to an equity ratio of 19.1%, cash and cash equivalents of NOK 29.6 million, and interest bearing debt of NOK 7.7 million. At 31 December 2016, Infront had an overdraft facility of NOK 2 million with DNB ASA. The facility was drawn with NOK 1.7 million at 31 December An additional bank overdraft facility was provided by Danske Bank with a limit of NOK 8 million at 28 February On 9 June 2017 the Company terminated the overdraft facility with DNB. On 9 June 2017 the Company renegotiated its existing overdraft facility with Danske Bank where the limit of the overdraft facility was temporarily expanded to NOK 16 million until 30 June The interest rate is three months NIBOR plus 1.85% margin. The facility has a 40 % change of control clause (i.e. if one person or several persons acting together obtain control over more than 40% of the share capital), and the loan will lapse upon any delisting of the Company's shares. The loan agreement includes a financial covenant of minimum 20% equity ratio, compared to the Group's equity ratio of 19.1% as of 30 June The Company expects the equity ratio to strengthen further during 2017 and that it will be compliant with the covenant at year end. The equity ratio is to be measured on the basis of the Company's consolidated annual financial statements (i.e. based on the equity ratio at yearend). The facility is to be reduced to NOK 8 million as of 30 June The facility is to be renewed annually based on Danske Bank's assessment of the Company's consolidated annual financial statement. The Group's ability to generate cash from operations depends on its future operating performance, which is dependent, to some extent, on general economic, financial, competitive, market regulatory and other facts, many of which are beyond the Group s control, as well as other facts described in chapter 2 "Risk factors". The Group has currently no stated policy for its capital structure. Cash holdings and access to credit facilities as described above should provide the Group with the needed liquidity maintain a sound cash balance. Infront believes that its operating cash flows and borrowing capacity will be sufficient to meet its requirements and commitments for the foreseeable future. The Company's actual financing requirements depend on a number of factors, many of which are beyond its control. Cash flows 100

101 Cash flow from operating activities H IFRS vs. H IFRS Consolidated net cash flow from operational activities amounted to NOK 13.7 million (NOK 11.6 million), an increase of NOK 2.1 million, or 17.7%. The underlying operations represented by EBITDA of NOK 10.3 million in H (NOK 18.1 million) were lower and overall negatively impacted by IPO-related costs. However, changes in net working capital more than compensated for this reduction, as it had a positive effect in H of NOK 6.5 million (negative NOK 3.6 million). This was primarily due to an increase in trade and other payables as well as a positive contribution from deferred revenues IFRS vs IFRS Consolidated net cash flow from operational activities amounted to NOK 29.9 million (NOK 31.0 million), a decrease of NOK 1.1 million, or 3.7%. The underlying operations represented by EBITDA of NOK 31.4 million in 2016 (NOK 25.8 million) showed a significant improvement. Changes in net working capital contributed less in 2016 compared to its strongly positive effect in This was primarily due to negative cash impact from an increase in trade and other receivables of NOK 2.2 million as trade and other payables increased by NOK 5.2 million. N-GAAP 2015 vs. N-GAAP 2014 Consolidated net cash flow from operational activities amounted to NOK 32.7 million (NOK 26.9 million), an increase of NOK 5.8 million, or 21.6%. The underlying operations represented by EBITDA of NOK 25.9 million in 2015 (NOK 27.6 million) showed a decrease of NOK 1.8 million, or 6.5%. At the same time, changes in net working capital contributed NOK 11.3 million in 2015 compared to NOK 5.6 million in This was primarily due to a stronger increase in trade and other payables than the increase in trade and other receivables. Cash flow from investing activities H IFRS vs. H IFRS Consolidated net cash flow from investing activities was negative at NOK 28.5 million (negative NOK 25.0 million), a decrease of NOK 3.5 million, or 14.1%. The decrease was driven by the acquisition of 77.22% of Inquiry Financial Europe AB, payment to SIX Financial Information related to takeover of operations of SIX News (the Nordic operations) and investment in IT hardware. Investments in software development stayed relatively flat at NOK 5.1 million in H (NOK 5.5 million) IFRS vs IFRS Consolidated net cash flow from investing activities was negative at NOK 30.4 million (negative NOK 17.2 million), a decrease of NOK 13.2 million, or 76.7%. The decrease was primarily because of the business combination of TDN Finans AS in Investments in software development stayed relatively flat at NOK 12.6 million in 2016 (NOK 13.0 million). N-GAAP 2015 vs. N-GAAP 2014 Consolidated net cash flow from investing activities was negative at NOK 17.2 million (negative NOK 18.4 million), an increase of NOK 1.0 million, or 6.5%. The improvement was primarily due to reduced payments related to other investments in 2015 compared to Cash flow from financing activities H IFRS vs. H IFRS Net cash flow from financing activities was positive at NOK 5.6 million (NOK 0.0 million). This reflects the draw on the revolving credit facility per IFRS vs IFRS Net cash flow from financing activities was positive at NOK 3.8 million (negative NOK 10.1 million), an improvement of NOK 13.8 million. This improvement was mainly due to the fact that no dividends were paid out in 2016 compared to 2015, when NOK 10 million were paid out to shareholders. N-GAAP 2015 vs. N-GAAP

102 Net cash flow from financing activities was negative at NOK 10.0 million (negative NOK 13.8 million), an improvement of NOK 3.8 million, as no more repayments related to long-term debt were made in Investments (including acquisitions) The below table shows the Company's principal investments and acquisitions of businesses for the years ended, 31 December 2016, 2015 and 2014, as well as for the six month periods ended 30 June 2017 and Subsequent to the six months period ended 30 June 2017 and up to the date of the Prospectus, the Company has made no principal investments. Six months ended Twelve months ended 30 June December 31 (Amounts in NOK million) Business combinations Property, plant, equipment Intangibles Total The Group's main capital expenditures and investments are related to combinations of businesses. Principal investments relates to acquisitions of TDN Finans AS, SIX Financial Information and Inquiry Financial Europe AB. Investments in H Business combinations Investments in business combinations in H amounted to NOK 21.9 million. Of this NOK million related to the acquisition of the shares in Inquiry Financial Europe AB and NOK million (as adjusted for currency fluctuations in H1, compared to the amount of NOK million recorded in the 2016 Audited Financial Statements) related to the acquisition of SIX News. Furthermore payment of NOK 0.5 million was made in relation to SIX Edge customer base. The acquisition of Inquiry Financial Europe AB was completed in March 2017, whereby the Company acquired 77.22% of the shares of Inquiry Financial Europe AB for a consideration of NOK million. (NOK million less cash acquired of NOK and adjusted for currency fluctuation from the time of calculation to the time of transfer). At the same time as the sale and purchase agreement for % of the shares was signed the Company entered into a share option agreement covering the remaining part of the shares. The present value of the financial liability at the acquisition date is estimated at 7.5 million. Pursuant to the share option agreement entered into between the Company and remaining shareholders of Inquiry Financial Europe AB, the Company has a right to purchase the remaining shares in the subsidiary. The Company may (i) purchase 50% of the remaining shares from 31 August 2018 to 30 September 2018 and (ii) purchase all of the remaining shares from 31 March 2020 to 30 April If the Company does not exercise its options, the remaining shareholders have the right to sell the shares to the Company for a period of one month after lapse of the mentioned periods, with the same portion as the Company may exercise its options for. Please refer to Section "Inquiry Financial Europe AB" for additional information regarding Inquiry Financial Europe AB. The acquisition of SIX News was made in 2016 and is described in Section "Investments in 2016" below. The investment amount recorded for H relates to the first tranche payment for SIX News made in H For further information regarding the acquisitions, please refer to note 21 in the IFRS Annual Accounts for Property, plant and equipment Investments in property, plant and equipment for H mainly relates to investments in upgrade of server and datacentre equipment. See Section "Investments in property, plant and equipment" for further information related to investments in property, plant and equipment. Intangibles 102

103 Investments in intangibles for the period relates to R&D. The amount is split between capitalized investments and expensed cost with NOK 5.1 million and NOK 7.9 million respectively. See Section "Investments in intangible assets" for further information related to investments in intangible assets. See table below for a detailed breakdown of the various components related to depreciation and amortisation from various categories of investments. Investments in H Business combinations Investments in business combinations in H amounted to NOK 19.0 million whereby NOK 0.8 million related to the final instalment for the shares in Infinancials SA and NOK 18.2 million to the acquisition of TDN Finans AS net of cash acquired. Property, plant and equipment There were investments in property, plant and equipment in H of NOK 0.6 million. See Section "Investments in property, plant and equipment" for further information related to investments in property, plant and equipment. Intangibles Investments in intangibles for the period relates to R&D. The amount is split between capitalized investments and expensed cost with NOK 5.5 million and NOK 7.5 million respectively. See Section "Investments in intangible assets" for further information related to investments in intangible assets. Investments in 2016 Six months ended 30 June Amortisations related to acquisitions (3,063) (32) Amortisations of developed software (6,306) (5,904) Depreciation of tangibles (872) (526) Total Depreciation, amortisation and net impairment losses (10,240) (6,462) Business combinations Investments in business combinations for the financial year ended 31 December 2016 amounted to NOK 19.0 million. Of this NOK million (NOK adjusted for cash acquired of NOK as recorded in the Audited Financial Statements for 2016) million represents the net acquisition amount for the shares in TDN Finans AS and roughly NOK 0.8 million related to the acquisition of remaining shares in Infinancials SA. The acquisition of TDN Finans AS in 2016 resulted in goodwill of NOK 16.5 million. Please refer to Section "TDN Finans AS" for additional information regarding TDN Finans AS. In 2016, the Group also acquired parts of the operations of SIX Financial News, including the customer base of SIX Financial Information Sweden AB (SIX EDGE customers) and SIX News, comprising some associated workforce. The acquisitions were structured as separate asset purchases under two different agreements. In connection with the acquisition of the SIX EDGE customers a licensing agreement regulating Infront's licensing of financial data from SIX was also entered into. This licensing agreement was entered into in order for Infront to, inter alia, provide continued services to the migrated SIX EDGE customers but the content may also be used by Infront to all of their existing customers. The Company shall pay a contingent license fee contingent dependent upon the value of news and terminal customers actually migrated. The Company will provide for the future payments of the license fee, over a seven years period under the agreement, through provisions in the balance sheet. As of 30 June 2017, long and short term provisions related to the migration of SIX EDGE customers net revenues amounted to a total of NOK million, based on an estimated net revenue migration rate of 80%. However, as set out in Section "Long term objectives", Management believes that approximately 70% of the SIX EDGE net revenues will actually be migrated by 30 November As a result, the provisions are expected to be less than stated in the Interim 103

104 Financial Statements balance sheet. The remaining total amount is expected to be approximately 44.6 million as of 30 June The contingent consideration license fee to be paid over the seven years is depending on the the number of migrated customers as of 30 November The contingent purchase consideration will be paid quarterly until August 2023, and will from January 2018 be fixed, based on the final actual migration rate. For the period October 2016 through June 2017, initial payments of in total NOK 2.5 million were made, and the fixed consideration is expected to be approximately NOK 8.3 million annually based on a 70% migration rate and current foreign exchange rates. The payments will not be accounted for in the Company's profit and loss statement, but have a cash effect in the abovementioned period.the licensing fee paid to SIX under the licensing agreement includes the cost payable for the migrated SIX EDGE customer net revenues, meaning that the asset purchase agreement for the SIX EDGE customers has no purchase price regulations. The completion of the two purchases, including the completion of the migration of any SIX EDGE and News customer net revenues to the Company, shall be confirmed by the parties on by 30 November 2017 pursuant to each purchase agreement. Acquisition cost of operations and customers from SIX News was NOK 12.7 million for tranche 1, which was paid in Q A second and final payment related to the SIX News operations, at approximately NOK 9.4 million based on a 70% migration rate, will be made in Q The final amount is dependent on the actual migration rate. The acquisition of SIX Financial News and the customer base of SIX Financial Information Sweden AB (SIX EDGE customers) triggered a requirement for pro forma information as set out by the EU Prospectus Directive and is further described in Section 12 "Pro forma financial information". For further information regarding the acquisitions, please refer to note 21 in the IFRS Annual Accounts for Property plant and equipment Investments in property, plant and equipment for 2016 relates to the ongoing replacement of operational equipment. See Section "Investments in property, plant and equipment" for further information related to investments in property, plant and equipment. Intangibles Investments in intangibles for the period relates to R&D. The amount is split between capitalized investments and expensed cost with NOK 12.6 million and NOK 12.4 million respectively. See Section "Investments in intangible assets" for further information related to investments in intangible assets. Investments in 2015 Business combinations Investments in business combinations in 2015 amounted to NOK 3.8 million related to deferred payment for shares in Infinancials SA. Property plant and equipment Investments in property, plant and equipment for 2015 relates to the ongoing replacement of operational equipment. See Section "Investments in property, plant and equipment" for further information related to investments in property, plant and equipment. Intangibles Investments in intangibles for the period relates to R&D. The amount is split between capitalized investments and expensed cost with NOK 12.9 million and NOK 11.7 million respectively. See Section "Investments in intangible assets" for further information related to investments in intangible assets. Investments in 2014 Business combinations Investments in business combinations in 2014 amounted to NOK 5.8 million related to deferred payment for shares in Infinancials SA. 104

105 Property plant and equipment Investments in property, plant and equipment for 2015 relates to the ongoing replacement of operational equipment. See Section "Investments in property, plant and equipment" for further information related to investments in property, plant and equipment. Intangibles Investments in intangibles for the period relates to R&D. The amount is split between capitalized investments and expensed cost with NOK 11.5 million and NOK 12.5 million respectively. See Section "Investments in intangible assets" for further information related to investments in intangible assets. Acquired customer contracts Customer contracts acquired as a part of a business combination are recognized at their fair value at the date of acquisition and are subsequently amortised on a straight-line basis over their estimated useful lives. Useful life is estimated based on the timing of projected cash flows of the contracts. Further, the Company has experienced high retention rates for its existing customer contracts in general (excluding acquired contracts) and believes the acquired contracts should be assessed as similar to such existing contracts. Currently, an amortisation period of 10 years is applied for all of the Group's customer contracts. Investments in property, plant and equipment Investments in property, plant and equipment relates mainly to IT and datacentre-related costs. The Company has made no firm commitments regarding capital expenditure for IT and datacentre related costs, but will incur such costs also in the future in connection with the Group's continued operations. Capital expenditure for IT and datacentre-related costs in the short term is expected to be in line with the previous years. Investments in intangible assets The Company's investments in intangible assets relates to R&D. The Company has made no firm commitments regarding capital expenditure for R&D, but will make future investments to sustain continued innovation. Capital expenditure for R&D in the short term is expected to be in line with the previous years. Please refer to 7.9 "Research and development" for further information about the Company's R&D. Committed principal investments and principal investments in progress As at the date of this Prospectus, beyond the contractual liabilities tied to above-mentioned transactions, the Group has no principal investments in progress or made any firm commitments to make any new principal investments Material indebtedness The Group has no material indebtedness. The Group's only interest bearing liability at 31 December 2016 was NOK 1.7 million drawn on its overdraft facility with DNB, NOK 7.3 million on its new overdraft facility with Danske Bank per 30 June 2017, in addition to the NOK 0.4 million drawn from SEB. The Group does not apply interest rate hedging or hedge accounting. Currency hedging contracts have been used in the past, and may be reintroduced to be used in certain projects, to reduce the cash flow risk Contractual cash obligations and other commitments Infront rents all of its office locations, of which the headquarter in Oslo, Norway, is the largest. The lease agreements are of varying lengths. The lease costs are annually adjusted by the consumer price index in most contracts. Amounts in the table are annual minimum payments under operating lease agreements, inclusive of common costs, but not increased by possible annual adjustments due to increase in the consumer price index. At 31 December 2016 In NOK thousand Office rent Within one year 4,

106 Between 1 and 5 years 1,930 Later than 5 years - Total 6,561 Leasing costs related to cars and properties expensed in other operating expenses in 2016 was NOK 8.4 million (2015: NOK 6.5 million). The Group has no finance leases. The Group has no other significant committed payments Off-balance sheet arrangements Bank guarantees are primarily for operating lease obligations. No parent company guarantees are in place as no subsidiary exercises its separate bank loans or revolving credit facilities Financial risk management Currency risk The Group is exposed to currency risk through ongoing projects abroad with fees agreed in foreign currencies. If the following currencies had strengthened by 10% against the NOK during 2016, it would have had the below effect on the Group's profit: in NOK million 2016 DKK 1.42 GBP (1.15) EUR 1.70 SEK 3.13 USD (1.20) Credit risk Accounts receivable represent about 14% of the Group's assets at 31 December The Company has established routines for assessing the creditworthiness of the customers, and the possible need for bank guarantees or other risk-reducing measures. The Group's losses on accounts receivables have been modest in the past and no major changes are expected to this situation. The Company's cash flow from operations has been positive. At 31 December 2016, the Group's non current liabilities totalled NOK 45.5 million, whereby the clear majority are provisions related to future payments to SIX Financial Information due to the business combination executed in Interest rate risk The Company's interest bearing debt is small at 31 December 2016, and it accordingly has a low interest rate risk related to debt. Non-current assets relate mainly to capitalized development, acquired customer contracts and goodwill. Cash and account receivables account for the Group's current assets. Non-current liabilities are mainly related to provisions for future payments to SIX Financial Information in relation to the business combination executed in The Group does not have any major pension commitments. Liquidity risk 106

107 The Group's liquidity risk is limited. Liquidity management is followed up actively through budgets and continuous forecasting. To ensure sufficient freedom of action in terms of liquidity, and thereby to moderate liquidity risk, a new overdraft facility of NOK 8 million has been established with the Danske Bank in Q The Group had drawn NOK 1.7 million of its current overdraft facility of NOK 2 million in total at 31 December On 9 June 2017 the Company entered into an agreement with Danske Bank to expand the overdraft facility to NOK 16 million See Section "Sources and use of cash" for a description of the overdraft and revolving credit facility. Financial risk for the Group is considered to be moderate Long term objectives The long-term objectives in this section consist of forward-looking statements and are based upon a number of assumptions. Such statements are no assurance for actual future results, and the Group s actual results may differ materially from these forward-looking statements due to a variety of factors, certain of which are outside the Group s control. In addition, unanticipated events may adversely affect the actual results that the Group achieves in future periods whether or not the assumptions prove to be correct. See also Section 4.3 "Forwardlooking statements" and Section 2 "Risk factors". Based on recent M&A activity and strategic activities during 2016 and 2017 (see section 7.4 "The Group's strategy"), Management believes that the financial position and outlook at the ending of 2017 will be significantly improved versus the same period for Due to the recurring nature of the Group's revenues and the delayed full year effect of events taking place during 2017, Management believes that the recent acquisitions, when fully integrated, will contribute with an underlying annualized EBITDA of NOK million. This EBITDA contribution is in addition to any increased EBITDA that comes as a result of the organic growth of the Group. The above EBITDA contribution estimates are, inter alia, dependent on certain assumption related to the migration of SIX's terminal subscribers. In the Audited Financial Statements for 2016, the Company has assumed a migration rate of 80%, while as of the date of this Prospectus, Management believes that approximately 70% of the users will actually be migrated by the end of November The lower migration rate is not due to "lost" customers that have moved to a competitor, but primarily comes down to the quality of the acquired accounts. Corresponding with its strategy as set out in section 7.4 "The Group's strategy", Management has certain ambitions and goals with regards to the future financial performance of the Group. The goals include revenue growth that is expected to come as a result of the strategic initiatives discussed. Management expects Infront to outgrow the general market and that the operations outside the Nordics will outgrow the more mature Nordic operations. The Group aims to become a top three vendor of terminals to finance professionals in Europe by Further, revenue from the non-nordic markets, mainly France and Continental Europe, UK and South Africa, is expected to contribute with more than 30% of the Group s revenue by Management expects that the Group's profitability will benefit from operational leverage over the medium to long term as revenue growth is expected to outpace growth in fixed costs. Correspondingly, Management expects a positive margin effect of potential acquisitions because of observed and identifiable synergies related to historical acquisitions. In terms of financing strategy, Management aims to run the business with moderate leverage and maintain an efficient balance sheet. 107

108 PRO FORMA FINANCIAL INFORMATION 12.1 Acquisition of SIX Financial News and the customer base of SIX Financial Information Overview In 2016, the Group acquired parts of the operations of SIX Financial Information Sweden AB in the Nordics, including the customer base of SIX Financial Information AB (SIX EDGE customers) and SIX News, comprising some associated workforce for an estimated total purchase price of NOK 70.4 million, assuming a migration of 80% of net revenues from the SIX EDGE customer-base, as recorded in the Audited Financial Statements for The estimated purchase price recorded in the Audited Financial Statements for 2016, assuming a migration rate of 80%, consists of NOK 21.2 for SIX News and NOK 49.2 for the SIX EDGE customer base (as further described below). Payment for SIX News is made in two tranches, whereby the first payment of NOK 12.7 million was made in March 2017, and the second and final payment for SIX News estimated at NOK 9.4 million is to be made in Q Based on updated estmates with respect to migration of net revenues from the SIX EDGE customer base, at 70%, the estimated total cost for the transactions will be less than as set out in the Audited Financial Statements for 2016 and the Interim Financial Statements. As further set out below, the total remaining contingent payment for both transactions is estimated to a total of NOK 54, and will be finally determined by the migration of SIX News and SIX EDGE net revenues to be measured as of 30 November This transaction has been accounted for with effect for the Group's statement of income from 31 October 2016 as this was the date of the acquisition, and is as well included in the consolidated balance sheet as of yearend 2016 and as of 30 June The completion of the two purchases, including the completion of the migration of any SIX EDGE and News customer net revenues to the Company, shall be confirmed by the parties on by 30 November 2017 pursuant to each purchase agreement. This acquisition triggered a requirement for pro forma information as set out by the EU Prospectus Directive, as it constituted a significant gross change to the Company s business. The pro forma rules require the Company to present a pro forma statement of income as if the transaction had taken place with effect from 1 January 2016 or alternatively from 1 January There is, however, no available financial statements for the acquired SIX business to base any pro forma information upon. Furthermore, as the transaction was effected in 2016 the consolidated balance sheet as of yearend 2016 and as of 30 June 2017 include this acquisition. Reference is made to note 21 to the IFRS Annual Accounts for the purchase price allocation regarding this acquisition. Below additional information has been set out to address the effects of this transaction for the Group. The acquisition was structured as a purchase of mainly two operations; SIX EDGE users and the operations of SIX News). The transaction has been accounted for as a business combination in accordance with IFRS 3 Business Combinations. The acquired customer base of SIX EDGE users is currently being migrated over to Infront's own terminal solutions. Furthermore, through its 100% owned subsidiary AB Nyhetsbyrån Direkt, Infront has integrated the operations of SIX News. Further information about the acquisition of SIX EDGE customer base Users of SIX EDGE and Starweb are currently being migrated to Infront's own terminal solutions, where the users will have continued access to the extensive financial information data provided by SIX Financial Information. The partnership agreement with SIX allows Infront's clients (both existing clients and previous SIX clients migrating to Infront) to receive SIX financial data going forward. The migration of SIX's terminal subscribers requires followup by both SIX Financial information and Infront until 30 November Prior to this both parties may terminate the agreement if the other party commits a material breach of the obligations under the agreement. The completion of the transaction, hereunder the completion of the migration of any SIX subscribers to the Company, shall be confirmed by the parties based on the final status of the migration by 30 November Infront is obliged to pay SIX till 2023 for the SIX EDGE clients migrating to Infront. The contingent license fee to be paid to SIX depends on (among other things) the extent of previous SIX EDGE customer net revenues being migrated by 30 November The Company will provide for the future payments of the license fee, over a seven years period under the agreement, through provisions in the balance sheet. As of 30 June 2017, long and short term provisions related to the migration of SIX EDGE customers net revenues amounted to a total of NOK million, based on an 108

109 estimated net revenue migration rate of 80%. However, as set out in Section11.12 "Long term objectives", Management believes that approximately 70% of the SIX EDGE net revenues will actually be migrated by 30 November As a result, the provisions are expected to be less than stated in the Interim Financial Statements balance sheet. The remaining total amount is expected to be approximately 44.6 million, as of 30 June The contingent consideration license fee to be paid over the seven years is depending on the the number of migrated customers as of 30 November The contingent purchase consideration will be paid quarterly until August 2023, and will from January 2018 be fixed, based on the final actual migration rate. For the period October 2016 through June 2017, initial payments of in total NOK2.5 million were made, and the fixed consideration is expected to be approximately NOK 8.3 million annually based on a 70% migration rate and current foreign exchange rates. The payments will not be accounted for in the Company's profit and loss statement, but have a cash effect in the abovementioned period.the licensing fee paid to SIX under the licensing agreement includes the cost payable for the migrated SIX EDGE customer net revenues, meaning that the asset purchase agreement for the SIX EDGE customers has no purchase price regulations. As of 31 December 2016 approximately 9% of SIX EDGE net revenues were migrated to Infront. By February 2017, the number was approximately 24%. As of 30 June 2017, approximately 58.5% of the SIX EDGE net revenues were migrated. As of 31 August 2017, this number was approximately 59.8%. Further information about the acquisition of SIX News The SIX News operations acquired by the Group were combined with AB Nyhetsbyrån Direkt in 2016 to create a leading financial news agency in the Nordics, fully owned by the Group. SIX will be a redistributor of news from AB Nyhetsbyrån Direkt to serve SIX clients with high quality real-time news for the Swedish market. Acquisition cost of operations and customers from SIX News was NOK 12.7 million for tranche 1, which was paid in Q A second and final payment related to the SIX News operations, at approximately NOK 9.4 million based on a 70% migration rate, will be made in Q The final amount is dependent on the actual migration rate. The structure of the transaction with SIX Financial Information Sweden AB also involves a long-term supply agreement (the partnership agreement) for the delivery of reference and financial market data over a seven years period from SIX Financial Information Sweden AB to the Group. For further information, please refer to note 21 in the IFRS Annual Accounts for Other acquisitions In addition to the acquisition described in section 12.1 above, the Company acquired TDN Finans AS (100 %) in 2016 and Inquiry Financial Europe AB (77.22%) in first quarter of Both of these transactions were not considered to constitute a significant gross change to the Company s business, hence, no requirement by the EU Prospective Directive for any pro forma information was triggered. Please refer to Section 7.3 "History and important events" and 11.7 "Investments (including acquisitions)"above for further details about these acquisitions. Please also refer to notes 7 and 21 of the IFRS Annual Accounts for the years ended 31 December 2016 for further details about the acquisition of TDN Finans AS, and note 6 in the Interim Financial Statements for the period ended 30 June 2017 for further details regarding the acquisition of Inquiry Financial Europe AB. 109

110 RELATED PARTY TRANSACTIONS Below is a summary of the Group's related party transactions for the periods covered by the Financial Statements and Interim Financial Statements included in this Prospectus as Appendix B 1 and C, respectively, and up to the date of this Prospectus. For further information on related party transactions of the Group, please refer to notes 6 and 22 of the IFRS Annual Accounts, included in Appendix B 1 to this Prospectus. All related party transactions have been concluded at arm's length principles. Loan Agreements with Members of Management The Company has entered into two loan agreements with Martin Holtet (Chief Technology Officer) with the total amount of NOK 511,000. The first loan agreement was entered into 1 January 2016 and amounts to NOK 361,000 and was used to acquire 72, Shares in the Company for NOK 5 per Share 16. The Shares were acquired from the Company. As security for the loan Martin Holtet has pledged his Shares in the Company in favour of the Company. The second loan amounts to NOK 150,000, and was concluded on 1 September, This loan was used to subscribe for 27,780 Shares in the Company for a subscription price of NOK per Share on 28 July Both loans are secured by pledge in Martin Holtet's property in the municipality of Oslo on secondary priority. The Company has entered into a loan agreement with Max Hofer's (CFO) wholly owned company FLKX Capital AS on 1 September The loan amounts to NOK 1,000,000. The loan is secured by pledge in Max Hofer's property in the municipality of Oslo on secondary priority. The loan has been used to subscribe for 200,000 Shares in the Company for a subscription price of NOK 7.5 per Share on 28 July The price per Share of NOK 5 paid by Martin Holtet is NOK 16.5 less than the Offer Price, and the price per Share of NOK 7.5 paid by Martin Holtet and FLKX Capital AS is NOK 14.0 less than the Offer Price, assuming the Offer Price is set at the mid-point of the Indicative Price Range, i.e. NOK Except for the above, the loan agreements are entered into on similar terms. Utilisation of the loans were conditioned by that the borrowers signed the loan agreements, delivered a company certificate which stated who has signatory rights on behalf of the borrower and a copy of a board resolution in borrower that stated the board's decision to enter into the loan agreement. The loans will mature together with capitalized interest on 31 December In addition, the loan agreement between the Company and FLKX Capital AS and the loan agreement between Martin Holtet (dated 1 January 2016) regulate that the loans will mature in whole if the borrowers are no longer employed by the Company or if the Shares change owner. The loans are subject to an interest equal to the Norwegian Tax Administration's norm interest rate adjusted every two months. 15 Numbers adjusted to reflect the share split as described in Section 14.4 "Share capital history" 16 Numbers adjusted to reflect the share split as described in section 14.4 "Share capital history" 17 Numbers adjusted to reflect the share split as described in section 14.4 "Share capital history" 18 Numbers adjusted to reflect the share split as described in section 14.4 "Share capital history" 19 Numbers adjusted to reflect the share split as described in section 14.4 "Share capital history" 110

111 SHARES AND SHARE CAPITAL The following is a summary of certain corporate information and material information relating to the Shares and share capital of the Company and certain other shareholder matters, including summaries of certain provisions of the Articles of Association and applicable Norwegian law in effect as at the date of this Prospectus. The summary does not purport to be complete and is qualified in its entirety by the Articles of Association and applicable law Company corporate information The Company, having Infront ASA as its registered name and Infront as its commercial name, is a Norwegian incorporated public limited liability company organised and existing under the laws of Norway, pursuant to the Norwegian Public Limited Companies Act. The Company's registered office is in the municipality of Oslo, with address Fjordalléen 16, N-0250 Oslo, Norway, telephone The Company was incorporated 21 April 1998, and was registered converted into a public limited liability company on 15 May The Company is registered with the Norwegian Register of Business Enterprises with registration number , and the Shares are registered in book-entry form with the VPS and have ISIN NO The Company's register of shareholders with the VPS is administrated by DNB Bank ASA, Issuer Service, Dronning Eufemias gate 30, N Oslo, Norway. The Group's website can be found at The content of is not incorporated by reference into or otherwise forms part of this Prospectus Legal structure The Company is the parent entity of the Group, consisting of the Company and ninet direct held subsidiaries: TDN Finans AS, AB Nyhetsbyrån Direkt, Infinancials SA, The Online Trader Sweden AB, Infront Financial Information Ltd., Inquiry Financial Europe AB, CatalystOne AS, Infront Finland OY and Infront South Africa Ltd. The picture below illustrates the legal structure of the Group. 1) Infront Finland OY is currently under registration The Group's operations are carried out through the subsidiaries as well as the Company. All the Company's holdings in the subsidiaries specified above are likely to have a significant effect on the assessment of the Company's assets and liabilities, financial condition or profits and losses. Summary descriptions of the operations carried out in each of the Group companies are included below. Infront ASA Infront ASA is the operational entity responsible for the development, sales and maintenance of the Infront terminal and retail trading solutions products. It is based in Oslo and as of 31 August 2017 the Groupemployed 122 employees. As of the same date, the Company had 43 employees. The Company launched the first version of its terminal product in Today the Company generate the vast majority of its revenues based on recurring subscriptions for its products. 111

112 The Group has data supply contracts with more than 80 exchanges and news services globally. It serves customers in Norway and other European markets, where the Group historically has not been represented by local resources. Over the course of its corporate history, the Company has also taken over the role of the Group's holding company. Hence, the Company today carries out corporate services, management and Group finance services, and also provides certain services related to project development for its subsidiaries. The Company also generates internal revenues based on dividends and agreements established between the Company and individual subsidiaries in the Group. The scope of these agreements includes management services to subsidiaries and transfer pricing agreement to compensate for its product development. TDN Finans AS TDN Finans AS is a Norwegian private limited company incorporated in TDN Finans AS was acquired From NHST Media Group in April The subsidiary is headquartered in Oslo and employed seven people as of 31 August TDN Finans AS is a real-time news supplier covering the Norwegian business community and financial markets. Through collaboration with AB Nyhetsbyrån Direkt in Sweden, Ritzau Finans in Denmark, Startel in Finland and Bloomberg news, TDN Finans AS covers the Nordic financial news market, macro statistics and commodities. TDN Finans AS' products are available to customers on all major terminals including Infront, Reuters and Bloomberg. AB Nyhetsbyrån Direkt AB Nyhetsbyrån Direkt is a Swedish private limited company incorporated in AB Nyhetsbyrån Direkt became part of Infront in It is headquartered in Stockholm with 31 people employed as of 31 August 2017, making it the largest 20 real-time financial news desk in the Nordic region. AB Nyhetsbyrån Direkt has since 1995 had a news desk in Brussels, providing reporting on EU events with focus on news relevant for Nordic countries and financial markets. AB Nyhetsbyrån Direkt also offers the consensus estimate service SME Direkt. Infinancials SA Infinancials SA is a French private limited company incorporated in 2000 and acquired by the Company in The subsidiary is headquartered in Paris. Infinancials SA acts as a distributor of Infront's terminals in the French market, but the French entity also sells financial analysis to both the Company, which it distributes through its terminals, and to other third-party customers. As of 31 August 2017 the subsidiary had 13 employees. Inquiry Financial Europe AB Inquiry Financial Europe AB is a Swedish private limited company incorporated in 2004, and acquired by the Company in The subsidiary is headquartered in Stockholm. Inquiry is a provider of consensus estimates and with the acquisition, the Group is aiming at bringing support and synergies to the consensus estimates business conducted by SME Direkt. As of 31 August 2017, the subsidiary had nine employees CatalystOne AS CatalystOne AS is a Norwegian private limited company incorporated in 1998 as Sysdeco Technology AS. The Company acquired 100% of CatalystOne AS in "Affärsmedia- & Ekonomijournalistrankingen" done by Hallvarsson & Halvarsson together with Svensk Image 112

113 CatalystOne AS is a technology company in the business of selling and developing software for computers both to domestic and international customers. The subsidiary's largest customer group consists of software houses using the technology to customise solutions. CatalystOne AS' main product is QBE Vision, a tool for the development of data solutions in a variety of industries. Its business model is to sell annual licenses as well as related consulting projects. The product is a popular tool for development of applications on the Microsoft Windows platform. As of 31 August 2017, the subsidiary had two employees. The Online Trader Sweden AB The Online Trader Sweden AB is a Swedish private limited company incorporated in The company's Headquartered is in Stockholm. The subsidiary operates within sales and marketing of financial products concerning trading market and trading information, functioning as a sales office including some support resources for local customers. As of 31 August 2017, the subsidiary had eleven employees. One of the employees hired in The Online Trader Sweden AB is contemplated to be transferred to Infront Finland OY. Infront Financial Information Ltd. Infront Financial Information Ltd is a UK private limited company incorporated in 2015, and is headquartered in London. The subsidiary sells Infront's products and services to UK and European customers. As of 31 August 2017, the subsidiary had four employees. Infront South Africa Ltd. Infront South Africa Ltd is a South African private limited company incorporated in The subsidiary has offices in Cape Town and Johannesburg. The subsidiary is a pure sales office The subsidiary sells Infront products and services to customers in South Africa including full-depth, real-time data from the Johannesburg Stock Exchange. As of 31 August 2017, the subsidiary had two employees, with one person allocated to each of its offices. Infront Finland OY Infront Finland OY is a Finnish private limited company incorporated in The Helsinki office was established in August The subsidiary is a pure sales office. The subsidiary sells Infront's products and services to Finnish customers. As of 31 August 2017 the date of this Prospectus, the subsidiary had no employees as it was under incorporation. One customer relations manager currently employed by The Online Trader Sweden AB is contemplated to be transferred to Infront Finland OY. In addition, one dedicated sales person is expected to be employed from October Current share capital The current share capital of the Company is NOK 2,165,003 divided on 21,650,030 Shares fully paid with a par value of NOK 0.10 each and issued in accordance with Norwegian law. The Shares are registered in the VPS register with ISIN NO The Shares are equal in all respects and there are no different voting rights or classes of shares. Each Share carries one vote at the General Meeting. Please refer to Section "The Articles of Association and certain aspects of Norwegian company law" for a further review of certain rights attached to the Shares Share capital history The table below summarizes the development in the Company's share capital for periods covered by the historical financial information included in this Prospectus as Appendices B and C and up to the date of this Prospectus. 113

114 Date of registration Type of change Change in issued share capital (NOK) Subscription price per Share (NOK) Par value per Share (NOK) No. of issued Shares after change Total issued share capital after change (NOK) 4 November 2016 Capital increase 2, ,165, , December ,165, , April 2017 Bonus issue 1,948,502.7 n/a ,165,003 2,165, April 2017 Share split ,650,030 2,165, Shareholders As at the date of this Prospectus, the Company has the following shareholders, holding in aggregate 100% of the issued and outstanding Shares: Shareholder Number of Shares Percentage Lindeman AS (Morten Lindeman)* 6,390, % Nesbak AS (Kristian Nesbak)* 6,190, % Kistefos Venture Capital AS 4,854, % Kistefos Venture Capital II DA 1,922, % Hallvard Vassbotn 750, % FLKX Capital AS (Max Hofer) 200, % Morten Lindeman* 160, % Kristian Nesbak* 160, % Martin Holtet 100, % Kathrine Lindholm 100, % Gerd Nesbak 100, % Knut Lindholm 100, % Cecilie Lindeman 100, % Knut Nesbak 100, % Erling Olaussen 100, % Rune Moberg 50, % Andreas Edvardsen Lindeman 50, % Nicolai Edvardsen Lindeman 50, % Anne Masdal 23, % Svein-Erik Klemetsen 20, % Tore Halvorsen 14, % Lars Martin Undhjem 14, % Lauritz Torjul 14, % Kenneth Riggio 14, % Ellen B Westgaard. 14, % Preben Bjerkøe 14, % Calle Platou 14, % Trond Grøntoft 7, % Eirik Olimstad 7, % Mats Stålhane 6, % David Cummins 5, % Total 21,650, % * Morten Lindeman and Kristian Nesbak own shares in the Company personally and through their companies, respectively Lindeman AS and Nesbak AS. In total, Morten Lindeman has a shareholding representing 30.25% and Kristian Nesbak has a shareholding of 29.33%. There are no differences in voting rights between the shareholders. Each of the Shares carries one vote. 114

115 Shareholders owning 5% or more of the Shares have an interest in the Company's share capital which is notifiable pursuant to the Norwegian Securities Trading Act. The table above shows the ownership percentage held by such notifiable shareholders. See Section 15.7 "Disclosure obligations" for a description of the disclosure obligations under the Norwegian Securities Trading Act. Kistefos, Lindeman AS and Nesbak AS may together or separately exercise considerable influence on the Group. To the extent known to the Company, there are no other persons or entities that, directly or indirectly, jointly or severally, exercise or could exercise control over the Company. The Company is not aware of any arrangements the operation of which may at a subsequent date result in a change of control of the Company. No particular measures are initiated to ensure that control is not abused by large shareholders. Minority shareholders are protected against abuse by relevant regulations in the Norwegian Public Companies Act and the Norwegian Securities Trading Act among others. See Section "Certain aspects of Norwegian corporate law" and Section "Compulsory acquisition" for further information. The Articles of Association do not contain any provisions that would have the effect of delaying, deferring or preventing a change of control of the Company. The Shares have not been subject to any public takeover bids during the current or last financial year Authorisation to increase the share capital and to issue Shares At the Company's ordinary general meeting held on 19 April 2017, the Board of Directors was granted an authorisation to increase the share capital by up to NOK 649,500, corresponding to 30% of the Company's current share capital through issuance of New Shares in connection with the Offering contemplated by this Prospectus. See Section 5.4 "Resolution relating to the Offering and the issue of New Shares". The authorisation is valid until the annual general meeting of the Company in 2018, however no later than 30 June The preferential rights of the existing shareholders to subscribe for the new Shares pursuant to section 10-4 of the Norwegian Public Companies Act may be set aside. The authorisation to increase the share capital is limited to be used only for initial public offering in relation the listing of the Company's Shares on Oslo Børs, alternatively Oslo Axess. At the Company's ordinary general meeting held on 19 April 2017, the Board of Directors was granted an authorisation to increase the share capital by up to NOK 433,000. Utilisation of the authorisation is limited to a total amount which corresponds to an increase of the Company's share capital of up to 10 %, based on the Company's share capital after the listing. The authorisation can be used for strengthening of the Company's equity, issue of shares under incentive schemes and issue of consideration shares in connection with acquisitions of businesses within the Company's purpose. The authorisation is valid until the annual general meeting of the Company in 2018, however no later than 30 June The preferential rights of the existing shareholders to subscribe for the new Shares pursuant to section 10-4 of the Norwegian Public Companies Act may be set aside. The Board of Directors is currently not authorised to resolve any dividend Treasury Shares Neither the Company nor any of its subsidiaries directly or indirectly holds any Shares at the date of this Prospectus. The Board of Directors has been granted authorisation to repurchase the Company's own shares within a total nominal value of NOK 433,000, comprising up to 4,330,000 shares each with a nominal value of NOK Utilisation of the authorisation is limited to a total amount which corresponds to a total nominal value of shares acquired of up to 10 %, based on the Company's share capital after the listing. The maximum amount that can be paid for each share is NOK 100 and the minimum is NOK 1. The authorisation is valid until the Company's annual general meeting in 2018, but will expire on 30 June The authorisation can be used to acquire shares as the Board of Directors deem appropriate, provided that shares acquired pursuant to the authorisation shall either be deleted in connection with a later reduction of the registered share capital, be applied as remuneration to the members of the board, for incentive schemes or as consideration shares with regards to acquisition of businesses. 115

116 14.8 Other financial instruments Neither the Company nor any of its subsidiaries has issued any options, warrants, convertible loans or other instruments that would entitle a holder of any such instrument to subscribe for any Shares in the Company or its subsidiaries. Furthermore, neither the Company nor any of its subsidiaries has issued subordinated debt or transferable securities other than the Shares and the shares in its subsidiaries which will be held, directly or indirectly, by the Company Shareholder rights The Company has one class of Shares in issue, and in accordance with the Norwegian Public Companies Act, all Shares in that class provide equal rights in the Company. Each of the Shares carries one vote. Certain rights attaching to the Shares are described in Section "The Articles of Association and certain aspects of Norwegian company law" Shareholder agreements The Company is not aware of any agreements between its shareholders relating to the Shares of the Company that will be in force at the time of Listing The Articles of Association and certain aspects of Norwegian company law The Articles of Association The Articles of Association as at the date of this Prospectus are set out in Appendix A. The following is a summary of certain provisions of the Articles of Association. Company name The Company's name is Infront ASA. Registered office The Company's registered office is in Oslo, Norway. The Company's business Section 3 in the articles of association regulates the object of the Company. The Company's business is consultancy and development of software for sale. Signatory rights Two board members acting jointly are authorised to sign on behalf of the company. Power of procuration The board may grant power of procuration. Share capital The company's share capital is NOK 2,165,003 divided on 21,650,030 Shares, each with a par value of NOK The Shares shall be registered in a securities registry. Board of Directors The Company's board of directors shall consist of 3 to 7 shareholder-elected members pursuant to the General Meeting's further resolution. The chairman of the Board carries a double vote in the event of a tie. Nomination Committee The Company shall have a nomination committee. The nomination committee shall make recommendations to the General Meeting regarding election of shareholder-elected members of the Board of Directors, remuneration to the members of the Board of Directors, election of members to the nomination committee and remuneration to the members of the nomination committee. 116

117 The nomination committee shall consist of two to three members who shall be shareholders or representatives of shareholders. The members of the nomination committee, including the chairman of the nomination committee, are elected by the General Meeting for a term of two years. Remuneration to the members of the nomination committee is determined by the General Meeting. General meeting Shareholders who want to participate at the General Meeting shall notify the Company thereof within five days prior to the General Meeting. Upon acquisition of Shares, the right to participate and vote at the General Meeting may only be exercised if the acquisition is recorded in the shareholder registry the fifth business day prior to the General Meeting. Documents relating to matters which shall be considered at the General Meeting need not be sent to the shareholders if the documents are made available to the shareholders on the Company's websites. This also applies for documents which according to law shall be included in or attached to the notice to the General Meeting. The Board of Directors may decide that shareholders may submit their votes in writing, including by use of electronic communication, in a period prior to the General Meeting Ordinary general meeting The Company's annual General Meeting shall consider the following: 1) Approval of the annual accounts and annual report, including distribution of dividend; and 2) Other matters which according to law or articles of association shall be dealt with by the General Meeting. Certain aspects of Norwegian corporate law The general meeting of shareholders The Company's shareholders exercise ultimate authority in the Company through the general meeting. In accordance with Norwegian law, the annual general meeting of the Company's shareholders is required to be held each year on or prior to 30 June. The following business must be dealt with and decided at the annual general meeting: Approval of the annual accounts and annual report, including the distribution of any dividend Consideration of the declaration of the Board of Directors on remuneration of the executive management Any other business to be transacted at the general meeting by law or in accordance with the Articles of Association Norwegian law requires that written notice of general meetings setting forth the time of, the venue for and the agenda of the meeting is sent to all shareholders whose addresses are known no later than 21 days prior to the date of the general meeting of a Norwegian public limited liability company listed on a stock exchange or a regulated market, unless the Articles of Association stipulate a longer period. Pursuant to 8 of the Articles of Association, documents concerning matters to be considered at the general meeting are not required to be sent to the shareholders, provided that the documents are made available for the shareholders at the Company's website. The same applies for documents which according to law shall be included in or attached to the notice of the general meeting. A shareholder is entitled to request that documents concerning matters to be handled at the general meeting are sent to him/her. Any shareholder is entitled to have an matter dealt with by the general meeting if such shareholder provides the Board of Directors with notice of the matter within seven days prior to the deadline for the notice to the general meeting, along with a proposal to a draft resolution or a justification for the matter having been put on the agenda. 117

118 Apart from the annual general meeting, extraordinary general meetings of shareholders may be held if the Board of Directors considers it necessary. An extraordinary general meeting of shareholders must also be convened if, in order to discuss a specified matter, the auditor who audits the Company's annual accounts or shareholders representing at least 5% of the share capital demands this in writing. The requirements for notice and admission to the annual general meeting also apply to extraordinary general meetings. However, the annual general meeting of a Norwegian public limited liability company may with a majority of at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at a general meeting resolve that extraordinary general meetings may be convened with a fourteen days' notice period until the next annual general meeting provided the Company has procedures in place allowing shareholders to vote electronically. Voting rights Each Share carries the right to one vote at the Company's general meetings. No voting rights can be exercised with respect to treasury Shares held by the Company. A shareholder may attend and vote at the general meeting either in person or by proxy. In accordance with the requirements of the Norwegian Securities Trading Act, the Company will include a proxy form with notices of general meetings. Pursuant to the Articles of Association, each of the Company's shareholders are entitled to participate and vote at a general meeting with respect to the Shares that such shareholder is registered as owner of in the register of shareholders maintained with the VPS as of the fifth Business Day prior to a general meeting. The Articles of Association also include a provision requiring shareholders to pre-register within five days prior to a general meeting in order to participate at the general meeting. A shareholder who has not pre-registered within the deadline can be denied access to the general meeting. A shareholder is entitled to vote at the general meeting with respect to the Shares the shareholder is registered as owner of in the VPS as of the fifth Business Day prior to a general meeting. Beneficial owners of Shares that are registered in the name of a nominee are not entitled to vote with respect to such Shares under Norwegian law, nor are any persons who are designated in the register as holding such Shares as nominees. A nominee may not meet or vote for Shares registered on a nominee account (NOM-account). A shareholder must, in order to ensure it is eligible to vote for such Shares at the general meeting, transfer the Shares from such NOM-account to an account in the shareholder's name. Such registration must be completed in the VPS as of the fifth Business Day prior to the general meeting. Decisions that the general meeting is entitled to make under Norwegian law or the Articles of Association are in general made by a simple majority of the votes cast. In the case of elections, the person(s) who receive(s) the greatest number of votes cast are elected. Certain decisions, including but not limited to resolutions to waive preferential rights to subscribe in connection with any share issue in the Company, to approve a merger or demerger of the Company, to amend the Articles of Association, to authorise an increase or reduction in the share capital, to authorise an issuance of convertible loans or warrants by the Company or to authorise the Board of Directors to purchase Shares and hold them as treasury shares or to dissolve the Company, must receive the approval of at least two-thirds of the aggregate number of votes cast as well as of least two-thirds of the share capital represented at a general meeting. Norwegian law further requires that certain decisions, which have the effect of substantially altering the rights and preferences of any shares or class of shares, receive the approval by the holders of such shares or class of shares as well as the majority required for amending the Articles of Association. Decisions that (i) would reduce any shareholder's right in respect of dividend payments or other rights to the assets of the Company or (ii) restrict the transferability of the Shares through introduction of a consent requirement, a right of first refusal upon transfers or a requirement that shareholders must have certain qualifications, require a majority vote of at least 90% of the share capital represented at the general meeting in question as well as the majority required for amendments to the Articles of Association. Certain other types of changes in the rights of shareholders require the consent of all shareholders affected thereby as well as the majority required for amendments to the Articles of Association. The Articles of Association do not set forth additional conditions with regard to changing the rights of shareholders than required by the Norwegian Public Companies Act. 118

119 There are no quorum requirements at general meetings. Additional issuances and preferential rights If the Company issues any new Shares, including bonus share issues, the Articles of Association must be amended, which requires the same vote as other amendments to the Articles of Association. In connection with an increase in the Company's share capital by a subscription for Shares against cash contributions, Norwegian law provides the Company's shareholders with a preferential right to subscribe for the new Shares on a pro rata basis in accordance with their then-current shareholdings in the Company. The preferential rights may be set aside by the general meeting by the majority vote as required for amendments to the Articles of Association. A derogation of the shareholders' preferential rights in respect of bonus issues requires the approval of all outstanding Shares. The general meeting may, with a majority vote as described above, authorise the Board of Directors to issue new Shares. Such authorisation may be effective for a maximum of two years, and the par value of the Shares to be issued may not exceed 50% of the share capital at the time the authorisation is registered with the Norwegian Register of Business Enterprises. The preferential right to subscribe for Shares against consideration in cash may be set aside by the Board of Directors only if the authorisation includes such possibility for the Board of Directors. Under Norwegian law, bonus shares may be issued, subject to shareholder approval and provided that, amongst other requirements, the Company does not have an uncovered loss from a previous accounting year, by transfer from the Company's distributable equity or from the Company's share premium reserve. Any bonus issues may be effected either by issuing Shares or by increasing the par value of the Shares outstanding. If the increase in share capital is to take place by new Shares being issued, these new Shares must be allocated to the shareholders of the Company in proportion to their current shareholdings in the Company. Issuance of new Shares to shareholders who are citizens or residents of the United States upon the exercise of preferential rights may require the Company to file a registration statement in the United States under United States securities laws. Should the Company in such a situation decide not to file a registration statement, the Company's U.S. shareholders may not be able to exercise their preferential rights. If a U.S. shareholder is ineligible to participate in a rights offering, such shareholder would not receive the rights at all but the Company may seek to sell such rights on the shareholder' behalf. Similar restrictions and limitations may also apply pursuant to applicable laws and regulations in other jurisdictions. Minority rights Norwegian law sets forth a number of protections for minority shareholders of the Company, including but not limited to those described in this paragraph and the description of general meetings as set out above. Any of the Company's shareholders may petition Norwegian courts to have a decision of the Board of Directors or the Company's shareholders made at the general meeting declared invalid on the grounds that it unreasonably favours certain shareholders or third parties to the detriment of other shareholders or the Company itself. The Company's shareholders may also petition the courts to dissolve the Company as a result of such decisions to the extent particularly strong reasons are considered by the court to make necessary dissolution of the Company. Minority shareholders holding 5% or more of the Company's share capital have a right to demand in writing that the Board of Directors convene an extraordinary general meeting to discuss or resolve specific matters. In addition, any of the Company's shareholders may in writing demand that the Company place an item on the agenda for any general meeting as long as the Company is notified in time for such item to be included in the notice of the meeting. If the notice has been issued when such a written demand is presented, a renewed notice must be issued if the deadline for issuing notice of the general meeting has not expired. 119

120 Liability of Directors Directors owe a fiduciary duty to the Company and its shareholders. Such fiduciary duty requires that the Directors act in the best interests of the Company when exercising their functions and exercise a general duty of loyalty and care towards the Company. Their principal task is to safeguard the interests of the Company. Each Director may be held liable by the Company for any damage they negligently or wilfully cause the Company. Norwegian law permits the general meeting to exempt any such person from liability towards the Company, but the exemption is not binding if substantially correct and complete information was not provided at the general meeting when the decision was made. If a resolution to grant such exemption from liability or not to pursue claims against such a person has been passed by a general meeting with a majority below that required to amend the Articles of Association, shareholders representing more than 10% of the share capital or, if there are more than 100 shareholders, more than 10% of the shareholders may pursue the claim on the Company's behalf and in its name. The cost of any such action is not the Company's responsibility, but can be recovered from any proceeds that the Company receives as a result of the action. If the decision to grant an exemption from liability or not to pursue claims is made by a majority required to amend the Articles of Association, the minority shareholders cannot pursue the claim in the Company's name. Indemnification of Directors Neither Norwegian law nor the Articles of Association contain any provision concerning indemnification by the Company of the Board of Directors. The Company is permitted to purchase insurance for the Directors against certain liabilities that they may incur in their capacity as such. Distribution of assets on liquidation Under Norwegian law, a company may be wound-up by a resolution of the company's shareholders in a general meeting passed by the same majority as required to amend the Articles of Association. After completion of the Offering, the Offer Shares and the existing Shares rank equally in the event of a return on capital by the Company upon a winding-up or otherwise. Rights of redemption and repurchase of Shares The share capital may be reduced by decreasing the par value of the Shares or by redemption of issued Shares. Such a decision requires the same majority as required to amend the Articles of Association. Redemption of individual Shares requires the consent of the holders of the Shares to be redeemed. The Company may purchase its own Shares if an authorisation for the Board of Directors of the company to this effect has been given by a general meeting with the same majority as required to amend the Articles of Association. The aggregate par value of treasury Shares so acquired and held by the Company must not exceed 10% of the Company's share capital, and treasury Shares may only be acquired if the Company's distributable equity, according to the latest adopted balance sheet, exceeds the consideration to be paid for the Shares. The authorisation by the general meeting cannot be given for a period exceeding two years Dividend and dividend policy Dividend policy Any proposal to pay dividends must be recommended or accepted by the Board of Directors and approved by the shareholders at a general meeting or resolved by the Board of Directors in accordance with an authorisation from the general meeting. In deciding whether to propose a dividend and in determining the dividend amount, the Board of Directors will have to comply with legal restrictions, as set out in the Norwegian Public Companies Act (see Section "Legal Constrains on distribution of dividend"), and take into account the Group's capital requirements, including capital expenditure requirements, its financial condition, general business conditions and any restrictions pursuant to its contractual arrangements in place at the time, in addition to the maintenance of appropriate financial flexibility. Except in certain specific and limited circumstances set out in the Norwegian Public Companies Act, the amount of dividends paid may not exceed the amount recommended by the Board of Directors. All Shares carry the same equal rights to dividends in the Company. 120

121 The Board of Directors will initially target a dividend ratio in the range of 40-60% of the Company s consolidated net income from and including The target level will be subject to adjustment depending on possible other uses of funds as for instance M&A activity. The proposal to pay a dividend in any year is, in addition to the legal restrictions as set out in Section "Legal Constrains on distribution of dividend", further subject to any restrictions under the Group's borrowing arrangements or other contractual arrangements in place at the time. There can be no assurance that a dividend will be proposed or declared in any given year. If a dividend is proposed or declared, there can be no assurance that the dividend amount or yield will be as contemplated above. The table below shows the amount of dividend distributed per Share for the years 2016, 2015 and NOK Amount of dividend per Share Not adjusted for share split as described in Section 14.4 "Share capital history" (i.e. numbers are dividend per Share before implementation of a share split in the ratio 1:10) Legal Constrains on distribution of dividend Dividends may be paid in cash or, in some instances, in kind. The Norwegian Public Companies Act provides the following constraints on the distribution of dividends applicable to the Group: Section 8-1 of the Norwegian Public Companies Act provides that the Company may distribute dividends to the extent that the Company's net assets following the distribution cover (i) the share capital, (ii) the reserve for valuation variances and (iii) the reserve for unrealised gains. The amount of any receivable held by the Company which is secured by a pledge over Shares in the Group, as well as the aggregate amount of credit and security which, pursuant to Section 8 7 to 8-10 of the Norwegian Public Companies Act fall within the limits of distributable equity, shall be deducted from the distributable amount. The calculation of the distributable equity shall be made on the basis of the balance sheet included in the approved annual accounts for the last financial year, provided, however, that the registered share capital as of the date of the resolution to distribute dividends shall be applied. Following the approval of the annual accounts for the last financial year, the general meeting may also authorise the Board of Directors to declare dividends on the basis of the Company's annual accounts. Dividends may also be resolved by the general meeting based on an interim balance sheet which has been prepared and audited in accordance with the provisions applying to the annual accounts and with a balance sheet date not further into the past than six months before the date of the general meeting's resolution. Dividends can only be distributed to the extent that the Company's equity and liquidity following the distribution is considered sound. All shareholders that are shareholders at the time the general meeting pass its resolution to distribute dividends are entitled to such dividends. According to the Norwegian Public Companies Act, there is no time limit after which entitlement to dividends lapses. There are no Norwegian dividend restrictions or specific procedures for non-norwegian resident shareholders to claim dividends. For a description of withholding tax on dividends applicable to non-norwegian residents, see Section 16 "Taxation". Manner of dividend payments Any future payments of dividends on the Shares will be denominated in NOK, and will be paid to the shareholders through the VPS. Investors registered in the VPS whose address is outside Norway and who have not supplied the VPS with details of any NOK account, will, however, receive dividends by cheque or transferred into their local bank account in their local currency, as exchanged from the NOK amount distributed through the VPS. Investors registered in the VPS with a foreign bank account will receive the dividend in local currency. Checks cannot be issued in all countries and the investors with residence in one of those countries, will receive a letter asking them to provide us with their foreign bank details for receiving the dividend. If it is not practical in the 121

122 sole opinion of DNB Bank ASA, being the Company's VPS registrar, to issue a cheque in a local currency, a cheque will be issued in USD. The issuing and mailing of cheques will be executed in accordance with the standard procedures of the Company's VPS registrar. The exchange rate(s) that is applied will be DNB Bank ASA's rate on the date of issuance. Dividends will be credited automatically to the VPS registered shareholders' NOK accounts, or in lieu of such registered NOK account, by cheque, without the need for shareholders to present documentation proving their ownership of the Shares.. 122

123 SECURITIES TRADING IN NORWAY This Section 15 includes certain aspects of rules pertaining to securities trading in Norway in a Norwegian incorporated company pursuant to Norwegian legislation, but is however not a full or complete description of the matters described herein. The following summary does not purport to be a comprehensive description of all the legal considerations that may be relevant to a decision to purchase, own or dispose of Shares. Investors are advised to consult their own legal advisors concerning the overall legal consequences of their ownership of Shares. Prior to this Offering, the Shares have not been listed or traded on any stock exchange or regulated market Introduction Oslo Børs was established in 1819 and is the principal market in which shares, bonds and other financial instruments are traded in Norway. Oslo Børs is operated by Oslo Børs ASA, which also operates the regulated marketplace Oslo Axes and the multilateral trading facility Merkur Market. Oslo Børs has entered into a strategic cooperation with the London Stock Exchange group with regards to, inter alia, trading systems for equities, fixed income and derivatives Trading and settlement Trading of equities on Oslo Børs and Oslo Axess is carried out in the electronic trading system Millennium Exchange. This trading system is in use by all markets operated by the London Stock Exchange, including the Borsa Italiana, as well as by the Johannesburg Stock Exchange. Official trading on Oslo Børs and Oslo Axess takes place between 09:00 hours CET and 16:20 hours CET each trading day, with pre-trade period between 08:15 hours CET and 09:00 hours CET, closing auction from 16:20 hours CET to 16:25 hours CET and a post-trade period from 16:25 hours CET to 17:30 hours CET. Reporting of after exchange trades can be done until 17:30 hours CET. The settlement period for trading on Oslo Børs and Oslo Axess is two trading days (T+2). This means that securities will be settled on the investor's account in VPS two days after the transaction, and that the seller will receive payment after two days. SIX x-clear Ltd has a license from the Norwegian Ministry of Finance to act as a central counterparty and provide clearing services in Norway, and has since 2010 (until 2014 through the subsidiary Oslo Clearing ASA) offered clearing and counterparty services for equity trading on Oslo Børs and Oslo Axess. Investment services in Norway may only be provided by Norwegian investment firms holding a licence under the Norwegian Securities Trading Act, branches of investment firms from an EEA member state or investment firms from outside the EEA that have been licenced to operate in Norway. Investment firms in an EEA member state may also provide cross-border investment services into Norway It is possible for investment firms to undertake market-making activities in shares listed in Norway if they have a licenced to this effect under the Norwegian Securities Trading Act, or in the case of investment firms in an EEA member state, a licenced to carry out market-making activities in their home jurisdiction. Such market-making activities will be governed by the regulations of the Norwegian Securities Trading Act relating to brokers' trading for their own account. However, such market-making activities do not as such require notification to the Norwegian FSA or Oslo Børs except for the general obligation of investment firms that are members of Oslo Børs to report all trades in stock exchange listed securities Information, control and surveillance Under Norwegian law, Oslo Børs is required to perform a number of surveillance and control functions. The Surveillance and Corporate Control unit of Oslo Børs monitors market activity on a continuous basis. Market surveillance systems are largely automated, promptly warning department personnel of abnormal market developments. 123

124 The Norwegian FSA controls the issuance of securities in both the equity and bond markets in Norway and evaluates whether the issuance documentation contains the required information and whether it would otherwise be unlawful to carry out the issuance. Under Norwegian law, a company that is listed on a Norwegian regulated market, or has applied for listing on such market, must promptly release any inside information directly concerning the company (i.e. precise information about financial instruments, the issuer thereof or other matters which are likely to have a significant effect on the price of the relevant financial instruments or related financial instruments, and which are not publicly available or commonly known in the market). A company may, however, delay the release of such information in order not to prejudice its legitimate interests, provided that it is able to ensure the confidentiality of the information and that the delayed release would not be likely to mislead the public. Oslo Børs may levy fines on companies violating these requirements The VPS and transfer of Shares The Company's principal share register is operated through the VPS. The VPS is the Norwegian paperless centralised securities register. It is a computerised book-keeping system in which the ownership of, and all transactions relating to, Norwegian listed shares must be recorded. The VPS and Oslo Børs are both whollyowned by Oslo Børs VPS Holding ASA. All transactions relating to securities registered with the VPS are made through computerised book entries. No physical share certificates are, or may be, issued. The VPS confirms each entry by sending a transcript to the registered shareholder irrespective of any beneficial ownership. To give effect to such entries, the individual shareholder must establish a share account with a Norwegian account agent. Norwegian banks, Norges Bank (being, Norway's central bank), authorised securities brokers in Norway and Norwegian branches of credit institutions established within the EEA are allowed to act as account agents. As a matter of Norwegian law, the entry of a transaction in the VPS is prima facie evidence in determining the legal rights of parties as against the issuing company or any third party claiming an interest in the given security. A transferee or assignee of shares may not exercise the rights of a shareholder with respect to such shares unless such transferee or assignee has registered such shareholding or has reported and shown evidence of such share acquisition, and the acquisition is not prevented by law, the relevant company's articles of association or otherwise. The VPS is liable for any loss suffered as a result of faulty registration or an amendment to, or deletion of, rights in respect of registered securities unless the error is caused by matters outside the VPS' control which the VPS could not reasonably be expected to avoid or overcome the consequences of. Damages payable by the VPS may, however, be reduced in the event of contributory negligence by the aggrieved party. The VPS must provide information to the Norwegian FSA on an ongoing basis, as well as any information that the Norwegian FSA requests. Further, Norwegian tax authorities may require certain information from the VPS regarding any individual's holdings of securities, including information about dividends and interest payments Shareholder register Under Norwegian law, shares are registered in the name of the beneficial owner of the shares. As a general rule, there are no arrangements for nominee registration, and Norwegian shareholders are not allowed to register their shares in the VPS through a nominee. However, foreign shareholders may register their shares in the VPS in the name of a nominee (bank or other nominee) approved by the Norwegian FSA. An approved and registered nominee has a duty to provide information on demand about beneficial shareholders to the issuer and to the Norwegian authorities. In case of registration by nominees, the registration in the VPS must show that the registered owner is a nominee. A registered nominee has the right to receive dividends and other distributions but cannot vote on shares at general meetings on behalf of the beneficial owners Foreign investment in Norwegian shares Foreign investors may trade shares listed on Oslo Børs and Oslo Axess through any broker that is a member of Oslo Børs, whether Norwegian or foreign. 124

125 15.7 Disclosure obligations If a person's, entity's or consolidated group's proportion of the total issued shares and/or rights to shares in an issuer with its shares listed on a regulated market in Norway (with Norway as its home state, which will be the case for the Company) reaches, exceeds or falls below the respective thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 or 90% of the share capital or the voting rights of that issuer, the person, entity or group in question has an obligation under the Norwegian Securities Trading Act to notify Oslo Børs and the issuer immediately. The same applies if the disclosure thresholds are passed due to other circumstances, such as a change in the Company's share capital Insider trading According to Norwegian law, subscription for, purchase, sale or exchange of financial instruments that are listed, or subject to the application for listing, on a Norwegian regulated market, or incitement to such dispositions, must not be undertaken by anyone who has inside information, as defined in section 3-2 of the Norwegian Securities Trading Act. The same applies to the entry into, purchase, sale or exchange of options or futures/forward contracts or equivalent rights whose value is connected to such financial instruments or incitement to such dispositions Mandatory offer requirement The Norwegian Securities Trading Act requires any person, entity or consolidated group that becomes the owner of shares representing more than one-third of the voting rights of a company listed on a Norwegian regulated market (with the exception of certain foreign companies not including the Company) to, within four weeks, make an unconditional general offer for the purchase of the remaining shares in that company. A mandatory offer obligation may also be triggered where a party acquires the right to become the owner of shares that, together with the party's own shareholding, represent more than one-third of the voting rights in the company and Oslo Børs decides that this is regarded as an effective acquisition of the shares in question. The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares that exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered. When a mandatory offer obligation is triggered, the person subject to the obligation is required to immediately notify Oslo Børs and the company in question accordingly. The notification is required to state whether an offer will be made to acquire the remaining shares in the company or whether a sale will take place. As a rule, a notification to the effect that an offer will be made cannot be retracted. The offer and the offer document required are subject to approval by Oslo Børs before the offer is submitted to the shareholders or made public. The offer price per share must be at least as high as the highest price paid or agreed by the offeror for the shares in the six-month period prior to the date the threshold was exceeded. If the acquirer acquires or agrees to acquire additional shares at a higher price prior to the expiration of the mandatory offer period, the acquirer is obliged to restate its offer at such higher price. A mandatory offer must be in cash or contain a cash alternative at least equivalent to any other consideration offered. In case of failure to make a mandatory offer or to sell the portion of the shares that exceeds the relevant threshold within four weeks, Oslo Børs may force the acquirer to sell the shares exceeding the threshold by public auction. Moreover, a shareholder who fails to make an offer may not, as long as the mandatory offer obligation remains in force, exercise rights in the company, such as voting in a general meeting, without the consent of a majority of the remaining shareholders. The shareholder may, however, exercise his/her/its rights to dividends and pre-emption rights in the event of a share capital increase. If the shareholder neglects his/her/its duty to make a mandatory offer, Oslo Børs may impose a cumulative daily fine that runs until the circumstance has been rectified. Any person, entity or consolidated group that owns shares representing more than one-third of the votes in a company listed on a Norwegian regulated market (with the exception of certain foreign companies not including the Company) is obliged to make an offer to purchase the remaining shares of the company (repeated offer obligation) if the person, entity or consolidated group through acquisition becomes the owner of shares representing 40%, or more of the votes in the company. The same applies correspondingly if the person, entity 125

126 or consolidated group through acquisition becomes the owner of shares representing 50% or more of the votes in the company. The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares which exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered. Any person, entity or consolidated group that has passed any of the above mentioned thresholds in such a way as not to trigger the mandatory bid obligation, and has therefore not previously made an offer for the remaining shares in the company in accordance with the mandatory offer rules is, as a main rule, obliged to make a mandatory offer in the event of a subsequent acquisition of shares in the company Compulsory acquisition Pursuant to the Norwegian Public Companies Act and the Norwegian Securities Trading Act, a shareholder who, directly or through subsidiaries, acquires shares representing 90% or more of the total number of issued shares in a Norwegian public limited company, as well as 90% or more of the total voting rights, has a right, and each remaining minority shareholder of the issuer has a right to require such majority shareholder, to effect a compulsory acquisition for cash of the shares not already owned by such majority shareholder. Through such compulsory acquisition the majority shareholder becomes the owner of the remaining shares with immediate effect. If a shareholder acquires shares representing 90% or more of the total number of issued shares, as well 90% or more of the total voting rights, through a voluntary offer in accordance with the Norwegian Securities Trading Act, a compulsory acquisition can, subject to the following conditions, be carried out without such shareholder being obliged to make a mandatory offer: (i) the compulsory acquisition is commenced no later than four weeks after the acquisition of shares through the voluntary offer, (ii) the price offered per share is equal to or higher than what the offer price would have been in a mandatory offer, and (iii) the settlement is guaranteed by a financial institution authorised to provide such guarantees in Norway. A majority shareholder who effects a compulsory acquisition is required to offer the minority shareholders a specific price per share, the determination of which is at the discretion of the majority shareholder. However, where the offeror, after making a mandatory or voluntary offer, has acquired 90% or more of the voting shares of an issuer and a corresponding proportion of the votes that can be cast at the general meeting, and the offeror pursuant to section 4-25 of the Norwegian Public Companies Act completes a compulsory acquisition of the remaining shares within three months after the expiry of the offer period, it follows from the Norwegian Securities Trading Act that the redemption price shall be determined on the basis of the offer price for the mandatory and/or voluntary offer unless specific reasons indicate that another price is the fair price. Should any minority shareholder not accept the offered price, such minority shareholder may, within a specified deadline of not less than two months, request that the price be set by a Norwegian court. The cost of such court procedure will, as a general rule, be the responsibility of the majority shareholder, and the relevant court will have full discretion in determining the consideration to be paid to the minority shareholder as a result of the compulsory acquisition. Absent a request for a Norwegian court to set the price, or any other objection to the price being offered in a compulsory acquisition, the minority shareholders would be deemed to have accepted the offered price after the expiry of the specified deadline for raising objections to the price offered in the compulsory acquisition Foreign exchange controls There are currently no foreign exchange control restrictions in Norway that would potentially restrict the payment of dividends to a shareholder outside Norway, and there are currently no restrictions that would affect the right of shareholders of a company that has its shares registered with the VPS who are not residents in Norway to dispose of their shares and receive the proceeds from a disposal outside Norway. There is no maximum transferable amount either to or from Norway, although transferring banks are required to submit reports on foreign currency exchange transactions into and out of Norway into a central data register maintained by the Norwegian customs and excise authorities. The Norwegian police, tax authorities, customs and excise authorities, the National Insurance Administration and the Norwegian FSA have electronic access to the data in this register. 126

127 TAXATION 16.1 Norwegian taxation Introduction Set out below is a summary of certain Norwegian tax matters related to an investment in the Group. The summary regarding Norwegian taxation is based on the laws in force in Norway as of the date of this Prospectus, which may be subject to any changes in law occurring after such date. Such changes could possibly be made on a retrospective basis. The following summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the shares in the Group. Shareholders who wish to clarify their own tax situation should consult with and rely upon their own tax advisers. Shareholders resident in jurisdictions other than Norway and shareholders who cease to be resident in Norway for tax purposes (due to domestic tax law or tax treaty) should specifically consult with and rely upon their own tax advisers with respect to the tax position in their country of residence and the tax consequences related to ceasing to be resident in Norway for tax purposes. Please note that for the purpose of the summary below, a reference to a Norwegian or non-norwegian shareholder refers to the tax residency rather than the nationality of the shareholder. Taxation of dividend Norwegian Personal Shareholders Dividends received by shareholders who are individuals resident in Norway for tax purposes ("Norwegian Personal Shareholders") are taxable as ordinary income in Norway, adjusted with a factor of Ordinary income is taxable at a rate of 24%, giving an effective tax rate of 29.76% (24% x 1.24). However, this will only apply to dividends exceeding a calculated risk-free return on the investment (tax-free allowance), which itself is tax exempt. The allowance is calculated annually on a share-by-share basis and pertains to the owner of the share at the expiration of the relevant calendar year. The allowance for each share is equal to the cost price of the share multiplied by a risk free interest rate based on the effective rate after tax of interest on treasury bills (Nw.: statskasseveksler) with three months maturity. Norwegian Personal Shareholders who transfer shares will thus not be entitled to deduct any calculated allowance related to the year of transfer. Any part of the calculated allowance one year exceeding the dividend distributed on the share ("Excess Allowance") may be carried forward and set off against future dividends received on, or gains upon realisation of, the same share, and will be added to the basis for the allowance calculation. Excess Allowance cannot result in a deductible loss. Norwegian Corporate Shareholders Dividends distributed from the Group to shareholders who are limited liability companies (and certain similar entities) resident in Norway for tax purposes ("Norwegian Corporate Shareholders"), are effectively taxed at a rate of 0.72% (3% of dividend income from such shares is included in the calculation of ordinary income for Norwegian Corporate Shareholders and ordinary income is subject to tax at a flat rate of 24%). Non-Norwegian Personal Shareholders Dividends distributed to shareholders who are individuals not resident in Norway for tax purposes ("Non- Norwegian Personal Shareholders"), are as a general rule subject to withholding tax at a rate of 25%. The withholding tax rate of 25% is normally reduced through tax treaties between Norway and the country in which the shareholder is resident. It is the Non-Norwegian Personal Shareholder which is responsible for the registration of tax residency. The registration will be the basis for the calculation of withholding tax on dividends according to the applicable tax treaty. The withholding obligation lies with the company distributing the dividends and the Group assumes this obligation. 127

128 Non-Norwegian Personal Shareholders resident within the EEA for tax purposes may apply individually to Norwegian tax authorities for a refund of an amount corresponding to the calculated tax-free allowance on each individual share (please see Section "Taxation of dividend"). However, the deduction for the tax-free allowance does not apply in the event that the withholding tax rate, pursuant to an applicable tax treaty, leads to a lower taxation on the dividends than the withholding tax rate of 25% less the tax-free allowance. If a Non-Norwegian Personal Shareholder is carrying on business activities in Norway and the shares are effectively connected with such activities, the shareholder will generally be subject to the same taxation of dividends as a Norwegian Personal Shareholder, as described above. Non-Norwegian Personal Shareholders who have suffered a higher withholding tax than set out in an applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted. Non-Norwegian Corporate Shareholders Dividends distributed to shareholders who are limited liability companies (and certain other entities) not resident in Norway for tax purposes ("Non-Norwegian Corporate Shareholders"), are as a general rule subject to withholding tax at a rate of 25%. The withholding tax rate of 25% is normally reduced through tax treaties between Norway and the country in which the shareholder is resident, provided that the shareholder is the beneficial owner of the share. It is the Non-Norwegian Corporate Shareholder which is responsible for the registration of tax residency. The registration will be the basis for the calculation of withholding tax on dividends according to the applicable tax treaty. Dividends distributed to Non-Norwegian Corporate Shareholders resident within the EEA for tax purposes are exempt from Norwegian withholding tax provided that the shareholder is genuinely established and performs genuine economic business activities within the relevant EEA jurisdiction. If a Non-Norwegian Corporate Shareholder is carrying on business activities in Norway and the shares are effectively connected with such activities, the shareholder will generally be subject to the same taxation of dividends as a Norwegian Corporate Shareholder, as described above. Non-Norwegian Corporate Shareholders who are exempt from withholding tax or have suffered a higher withholding tax than set out in an applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted. Nominee registered shares will be subject to withholding tax at a rate of 25% unless the nominee has obtained approval from the Norwegian tax authorities for the dividend to be subject to a lower withholding tax rate. To obtain such approval the nominee is required to file a summary to the tax authorities including all beneficial owners that are subject to withholding tax at a reduced rate. The withholding obligation in respect of dividends distributed to Non-Norwegian Corporate Shareholders and on nominee registered shares lies with the company distributing the dividends and the Group assumes this obligation. Taxation of capital gains on realisation of shares Norwegian Personal Shareholders Sale, redemption or other disposal of shares is considered a realisation for Norwegian tax purposes. A capital gain or loss generated by a Norwegian Personal Shareholder through a disposal of shares is taxable or tax deductible in Norway. Such capital gain or loss is included in or deducted from the Norwegian Personal Shareholder's ordinary income in the year of disposal. Ordinary income is taxable at a rate of 24%. As for dividends, the ordinary income is adjusted with a factor of 1.24, giving an effective tax rate of 29.76% (24% x 1.24). The gain is subject to tax and the loss is tax deductible irrespective of the duration of the ownership and the Norwegian Personal Shareholder's percentage interest in the Group prior to the disposal. The taxable gain/deductible loss is calculated per share as the difference between the consideration for the share and the Norwegian Personal Shareholder's cost price of the share, including costs incurred in relation to 128

129 the acquisition or realisation of the share. From this capital gain, Norwegian Personal Shareholders are entitled to deduct a calculated allowance provided that such allowance has not already been used to reduce taxable dividend income. Please refer to Section "Taxation of dividend" above for a description of the calculation of the allowance. The allowance may only be deducted in order to reduce a taxable gain, and cannot increase or produce a deductible loss, i.e. any unused allowance exceeding the capital gain upon the realisation of a share will be annulled. If the Norwegian Personal Shareholder owns shares acquired at different points in time, the shares that were acquired first will be regarded as the first to be disposed of, on a first-in first-out basis. Norwegian Corporate Shareholders Norwegian Corporate Shareholders are exempt from tax on capital gains derived from the realisation of shares qualifying for participation exemption, including shares in the Group. Losses upon the realisation and costs incurred in connection with the purchase and realisation of such shares are not deductible for tax purposes. Non-Norwegian Personal Shareholders Gains from the sale or other disposal of shares by a Non-Norwegian Personal Shareholder will not be subject to taxation in Norway unless the Non-Norwegian Personal Shareholder holds the shares in connection with business activities carried out or managed from Norway or, on specific conditions, when the shares are held by a Non-Norwegian Personal Shareholder who has been a resident of Norway for tax purposes with unsettled/postponed exit tax calculated on the shares at the time of cessation as Norwegian tax resident. Non-Norwegian Corporate Shareholders Capital gains derived by the sale or other realisation of shares by Non-Norwegian Corporate Shareholders are generally not subject to taxation in Norway. Net wealth tax The value of shares is included in the basis for the computation of net wealth tax imposed on Norwegian Personal Shareholders. Currently, the marginal net wealth tax rate is 0.85% of the value assessed. The value for assessment purposes for listed shares is equal to the listed value as of 1 January in the year of assessment (i.e. the year following the relevant fiscal year). Norwegian Corporate Shareholders are not subject to net wealth tax. Shareholders not resident in Norway for tax purposes are not subject to Norwegian net wealth tax. Non- Norwegian Personal Shareholders can, however, be taxable if the shareholding is effectively connected to the conduct of trade or business in Norway. VAT and transfer taxes No VAT, stamp or similar duties are currently imposed in Norway on the transfer or issuance of shares. Inheritance tax A transfer of shares through inheritance or as a gift does not give rise to inheritance or gift tax in Norway. However, the heir acquires the donor's tax input value based on principles of continuity. Thus, the heir will be taxable for any increase in value in the donor's ownership, at the time of the heir's realization. Taxation of employees Special tax rules may apply for employees of a group company upon subscription or purchase of shares. Generally, any economic benefit derived by an employee from the subscription or purchase of shares, e.g. subscription or purchase at a price lower than the fair market value of the shares, will constitute a taxable benefit for the employee. The taxable benefit is calculated to be the difference between the market value of the share at the time of subscription or acquisition, and the price paid for the share. 129

130 For employee share purchase programs offered as a general scheme to all employees, a benefit of up to 20% and maximum NOK 3,000 per employee per year is tax free. Thus, such part of the discount offered under the employee offering will not trigger taxation of the employees. Any benefit in excess of the 20% / NOK 3,000 tax free amount will be taxed as if the employee received salary. The benefit is taxed in the income year of which the shares are received. The input value of share subscribed or purchased by Employees under the employee offering is equal to the employee's cost price, but added the discount of maximum NOK 3,000. If the employee has been given an additional discount (e.g. underprice) which is taxable, the discount will be added to the cost price Swedish taxation Introduction Below is a summary of certain Swedish tax issues related to the Offering and the admission for trading of the shares in the Company on Oslo Børs, alternatively Oslo Axess, for private individuals and limited liability companies that are residents of Sweden for tax purposes, unless otherwise stated. The summary is based on current legislation and is intended to provide general information only regarding the shares in the Company as from the admission for trading on Oslo Børs, alternatively Oslo Axess. The summary does not cover: situations where shares are held as current assets in business operations; situations where shares are held by a limited partnership or a partnership; situations where shares are held in an investment savings account (Sw. investeringssparkonto); the special rules regarding tax-free capital gains (including non-deductible capital losses) and dividends that may be applicable when the investor holds shares in the Company that are deemed to be held for business purposes (for tax purposes); the special rules which in certain cases may be applicable to shares in companies which are or have been so-called close companies or to shares acquired by means of such shares; the special rules that may be applicable to private individuals who make or reverse a so-called investor deduction (Sw. investeraravdrag); currency exchange gains or losses; credit of foreign taxes; foreign companies conducting business through a permanent establishment in Sweden; or foreign companies that have been Swedish companies. Furthermore, special tax rules apply to certain categories of companies. The tax consequences for each individual shareholder depend on such shareholder s particular circumstances. Each shareholder is advised to consult an independent tax advisor as to the tax consequences that could arise from the Offering and the admission for trading of the shares in the Company on Oslo Børs, alternatively Oslo Axess, including the applicability and effect of foreign tax legislation (including regulations) and provisions in tax treaties. Private individuals For private individuals resident in Sweden for tax purposes, capital income, such as interest income, dividends and capital gains, is taxed in the capital income category. The tax rate for the capital income category is 30 percent. The capital gain or the capital loss is computed as the difference between the consideration, less selling expenses, and the acquisition value. The acquisition value for all shares of the same class and type shall be added together and computed collectively in accordance with the so-called average method (Sw. genomsnittsmetoden). As an alternative, the so-called standard method (Sw. schablonmetoden) may be used at 130

131 the disposal of listed shares. This method means that the acquisition value may be determined as 20 percent of the consideration less selling expenses. Capital losses on listed shares are fully deductible against taxable capital gains realised in the same year on shares, as well as on listed securities taxed as shares (however not mutual funds (Sw. värdepappersfonder) or hedge funds (Sw. specialfonder) containing Swedish receivables only (Sw. räntefonder)). 70 percent of capital losses not absorbed by these set-off rules are deductible in the capital income category. If there is a net loss in the capital income category, a reduction is granted of the tax on income from employment and business operations, as well as national and municipal property tax. This tax reduction is 30 percent of the net loss that does not exceed SEK 100,000 and 21 percent of any remaining net loss. A net loss cannot be carried forward to future tax years. For private individuals resident in Sweden for tax purposes, a preliminary tax at 30 percent is normally withheld on dividends if the dividends are paid by a legal entity domiciled in Sweden, including a Swedish branch of a non- Swedish corporation. However, the Swedish preliminary tax withheld would normally be reduced by foreign withholding taxes and should amount to 15 percent, considering Norwegian withholding tax at 15 percent under the Nordic tax treaty. Further, specific tax rules may be applicable to any currency exchange gains or losses. Allotments of shares and discounts to employees Normally, the allotment of shares is not a taxable event. However, for employees allotment of shares may in certain situations give rise to benefits taxation, at progressive tax rates up to approximately 60 percent. Benefits taxation should, however, not occur if the employees (including board members and deputy board members and existing shareholders), on the same terms and conditions as others, acquire not more than 20 percent of the total number of shares offered and the employee does not acquire shares for more than SEK 30,000. If the employees resident in Sweden for tax purposes acquire shares at a discount on the aggregate amount payable, and hence not on the same terms and conditions as other investors, benefits taxation occur. The benefit should be computed as the difference between trading price of the shares as per the first day of trading and the purchase price of the shares. Preliminary tax is normally withheld by the employer on salary payments in the month of delivery Limited liability companies For limited liability companies (Sw. aktiebolag) all income, including taxable capital gains and taxable dividends, is taxed as income from business operations at a rate of 22 percent. Capital gains and capital losses are calculated in the same way as described for private individuals above. Deductible capital losses on shares may only offset taxable capital gains on shares and other securities taxed as shares. A net capital loss on shares that cannot be utilised during the year of the loss may be carried forward (by the limited liability company that has suffered the loss) and offset taxable capital gains on shares and other securities taxed as shares in future years, without any limitation in time. If a capital loss cannot be deducted by the company that has suffered the loss, it may be deducted from another legal entity s taxable capital gains on shares and other securities taxed as shares, provided that the companies are entitled to tax consolidation (through so-called group contributions) and both companies request this treatment for a tax year having the same filing date for each company (or, if one of the companies accounting liability ceases, would have had the same filing date). Special tax rules may apply to certain categories of companies or certain legal persons (e.g. investment companies). Further, specific tax rules may be applicable to any currency exchange gains or losses. Shareholders that are not tax resident in Sweden Shareholders not resident in Sweden for tax purposes are normally not liable for capital gains taxation in Sweden upon disposals of shares. Shareholders may, however, be subject to taxation in their state of residence. 131

132 According to a special rule, private individuals not resident in Sweden for tax purposes are, however, subject to Swedish capital gains taxation upon disposals of shares in the Company if they have been residents of Sweden due to a habitual abode in Sweden or a stay in Sweden for six consecutive months at any time during the calendar year of disposal or the ten calendar years preceding the year of disposal. In a number of cases though, the applicability of this rule is limited by tax treaties. 132

133 SELLING AND TRANSFER RESTRICTIONS As a consequence of the following restrictions, prospective investors are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Shares offered hereby. Other than in Norway and Sweden, the Company is not taking any action to permit a public offering of the Shares in any jurisdiction. Receipt of this Prospectus will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and, in those circumstances, this Prospectus is for information only and should not be copied or redistributed. Except as otherwise disclosed in this Prospectus, if an investor receives a copy of this Prospectus in any jurisdiction other than Norway and Sweden, the investor may not treat this Prospectus as constituting an invitation or offer to it, nor should the investor in any event deal in the Shares, unless, in the relevant jurisdiction, such an invitation or offer could lawfully be made to that investor, or the Shares could lawfully be dealt in without contravention of any unfulfilled registration or other legal requirements. Accordingly, if an investor receives a copy of this Prospectus, the investor should not distribute or send the same, or transfer Shares, to any person or in or into any jurisdiction where to do so would or might contravene local securities laws or regulations. None of the Company or the Managers, or any of their respective representatives or advisers, is making any representation to any offeree or purchaser of the Offer Shares regarding the legality of an investment in the Offer Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Offer Shares Selling restrictions United States The Offer Shares have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold except: (i) within the United States to QIBs as defined by Rule 144A in a transaction exempt from, or not subject to, the registration requirements under the U.S. Securities Act; or (ii) to certain persons in offshore transactions in compliance with Regulation S under the U.S. Securities Act, and in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction. Accordingly, each of the Managers has represented and agreed that it has not offered or sold, and will not offer or sell, any of the Offer Shares as part of its allocation at any time other than to QIBs in the United States in accordance with Rule 144A or outside of the United States in compliance with Rule 903 of Regulation S. Transfer of the Offer Shares will be restricted and each purchaser of the Offer Shares in the United States will be required to make certain acknowledgements, representations and agreements, as described under Section 17.2 "Transfer restrictions." Any offer or sale in the United States will be made by affiliates of the Managers who are broker-dealers registered under the U.S. Exchange Act. In addition, until 40 days after the commencement of the Offering, an offer or sale of Offer Shares within the United States by a dealer, whether or not participating in the Offering, may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A of the U.S. Securities Act or another exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act and in connection with any applicable state securities laws. United Kingdom Each Manager has represented, warranted and agreed that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Offer Shares in circumstances in which section 21(1) of the FSMA does not apply to the Company; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to everything done by it in relation to the Offer Shares in, from or otherwise involving the United Kingdom. 133

134 European Economic Area In relation to each Relevant Member State, with effect from and including the relevant implementation date, an offer to the public of any Offer Shares which are the subject of the offering contemplated by this Prospectus may not be made in that Relevant Member State, other than the offering in Norway and Sweden as described in this Prospectus, once the Prospectus has been approved by the competent authority in Norway and Sweden and published in accordance with the EU Prospectus Directive (as implemented in Norway and Sweden), except that an offer to the public in that Relevant Member State of any Offer Shares may be made at any time with effect from and including the relevant implementation date under the following exemptions under the EU Prospectus Directive, if they have been implemented in that Relevant Member State: (a) (b) (c) to legal entities which are qualified investors as defined in the EU Prospectus Directive, to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive), as permitted under the EU Prospectus Directive, subject to obtaining the prior consent of the Managers for any such offer, or in any other circumstances falling within Article 3(2) of the EU Prospectus Directive; provided that no such offer of Offer Shares shall require the Company, the Selling Shareholders or any Managers to publish a Prospectus pursuant to Article 3 of the EU Prospectus Directive or supplement a Prospectus pursuant to Article 16 of the EU Prospectus Directive. For the purposes of this provision, the expression an "offer to the public" in relation to any Offer Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Offer Shares, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State the expression "EU Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out in this Prospectus. Additional jurisdictions Australia This Prospectus has not been lodged with the Australian Securities and Investments Commission as a disclosure document under Chapter 6D of the Corporations Act 2001 (Cwth) of Australia (the "Corporations Act") and is only directed to certain categories of exempt persons. Accordingly, if you receive this Prospectus in Australia: (a) you confirm and warrant that you are either: (i) a "sophisticated investor" under section 708(8)(a) or (b) of the Corporations Act (ii) a "sophisticated investor" under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant's certificate pursuant to the section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made (iii) a person associated with the Company under section 708(12) of the Corporations Act, or (iv) a "professional investor" within the meaning of section 708(11)(a) or (b) of the Corporations Act, (v) and, to the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act, any offer made to you under this document is void and incapable of acceptance; and (b) you warrant and agree that you will not offer any of the Offer Shares sold to you pursuant to this Prospectus for resale in Australia within 12 months of those Offer Shares being sold unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act. 134

135 Canada This Prospectus is not, and under no circumstance is to be construed as, a Prospectus, an advertisement or a public offering of the Offer Shares in Canada or any province or territory thereof. Any offer or sale of the Offer Shares in Canada will be made only pursuant to an exemption from the requirements to file a Prospectus with the relevant Canadian securities regulators and only by a dealer properly registered under applicable provincial securities laws or, alternatively, pursuant to an exemption from the dealer registration requirement in the relevant province or territory of Canada in which such offer or sale is made. Hong Kong Warning: the contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. No Offer Shares have been offered or sold, or will be offered or sold, in Hong Kong by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "Prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. In addition, no advertisement, invitation or document relating to the Offer Shares has been issued or has been in the possession of any person for the purposes of issue, nor will any such advertisement, invitation or document be issued or be in the possession of any person for the purpose of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Offer Shares that are, or are intended to be, disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. Japan The Offer Shares have not been and will not be registered under the Financial Instruments and Exchange Law, as amended (the "FIEL"). This Prospectus is not an offer of securities for sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or entity organised under the laws of Japan) or to others for reoffer or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements under the FIEL and otherwise. Singapore This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Offer Shares may not be circulated or distributed, nor may they be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. DIFC This Prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This Prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this Prospectus nor taken steps to verify the information set forth herein and has no responsibility for the Prospectus. The Offer Shares to which this Prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Offer Shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this Prospectus you should consult an authorised financial advisor. 135

136 Switzerland The Offer Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the Offer Shares or the Offering may be publicly distributed or otherwise made publicly available in Switzerland. Neither this document nor any other offering or marketing material relating to the offering, the Group, the Offer Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the Offering will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA ("FINMA"), and the Offering has not been and will not be authorised under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Offer Shares. Other jurisdictions The Offer Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into, Australia or any other jurisdiction in which it would not be permissible to offer the Offer Shares. In jurisdictions outside the United States and the EEA where the Offering would be permissible, the Offer Shares will only be offered pursuant to applicable exceptions from prospectus requirements in such jurisdictions Transfer restrictions United States The Offer Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Terms defined in Rule 144A or Regulation S shall have the same meaning when used in this Section. Each purchaser of the Offer Shares outside the United States pursuant to Regulation S will be deemed to have acknowledged, represented and agreed that it has received a copy of this Prospectus and such other information as it deems necessary to make an informed decision and that: The purchaser is authorised to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations. The purchaser acknowledges that the Offer Shares have not been and will not be registered under the U.S. Securities Act, or with any securities regulatory authority or any state of the United States, and are subject to significant restrictions on transfer. The purchaser is, and the person, if any, for whose account or benefit the purchaser is acquiring the Offer Shares was located outside the United States at the time the buy order for the Offer Shares was originated and continues to be located outside the United States and has not purchased the Offer Shares for the benefit of any person in the United States or entered into any arrangement for the transfer of the Offer Shares to any person in the United States. The purchaser is not an affiliate of the Company or a person acting on behalf of such affiliate, and is not in the business of buying and selling securities or, if it is in such business, it did not acquire the Offer Shares from the Company or an affiliate thereof in the initial distribution of such Shares. The purchaser is aware of the restrictions on the offer and sale of the Offer Shares pursuant to Regulation S described in this Prospectus. The Offer Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S. The Company shall not recognise any offer, sale, pledge or other transfer of the Offer Shares made other than in compliance with the above restrictions. 136

137 The purchaser acknowledges that the Company, the Selling Shareholders, the Managers and their respective advisers will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. Each purchaser of the Offer Shares within the United States will be deemed to have acknowledged, represented and agreed that it has received a copy of this Prospectus and such other information as it deems necessary to make an informed investment decision and that: The purchaser is authorised to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations. The purchaser acknowledges that the Offer Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States and are subject to significant restrictions to transfer. The purchaser (i) is a QIB (as defined in Rule 144A), and (ii) is acquiring such Offer Shares for its own account or for the account of a QIB, in each case for investment and not with a view to any resale or distribution to the Offer Shares, as the case may be. The purchaser is aware that the Offer Shares are being offered in the United States in a transaction not involving any public offering in the United States within the meaning of the U.S. Securities Act. If, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Offer Shares, as the case may be, such Shares may be offered, sold, pledged or otherwise transferred only (i) to a person whom the beneficial owner and / or any person acting on its behalf reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, (ii) in accordance with Regulation S, (iii) in accordance with Rule 144 (if available), (iv) pursuant to any other exemption from the registration requirements of the U.S. Securities Act, subject to the receipt by the Company of an opinion of counsel or such other evidence that the Company may reasonably require that such sale or transfer is in compliance with the U.S. Securities Act or (v) pursuant to an effective registration statement under the U.S. Securities Act, in each case in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction. The purchaser is not an affiliate of the Company or a person acting on behalf of such affiliate, and is not in the business of buying and selling securities or, if it is in such business, it did not acquire the Offer Shares from the Company or an affiliate thereof in the initial distribution of such Shares. The Offer Shares are "restricted securities" within the meaning of Rule 144(a)(3) and no representation is made as to the availability of the exemption provided by Rule 144 for resale of any Offer Shares, as the case may be. The Company shall not recognise any offer, sale pledge or other transfer of the Offer Shares made other than in compliance with the above-stated restrictions. The purchaser acknowledges that the Company, the Selling Shareholders, the Managers and their respective advisers will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. European Economic Area Each person in a Relevant Member State (other than, in the case of paragraph (a), persons receiving offers contemplated in this Prospectus in Norway and Sweden) who receives any communication in respect of, or who acquires any Offer Shares under, the offers contemplated in this Prospectus will be deemed to have represented, warranted and agreed to and with the Managers and the Company that: a) it is a qualified investor as defined in the EU Prospectus Directive; and b) in the case of any Offer Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive, (i) the Offer Shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the EU Prospectus Directive, or in circumstances in which the prior consent of the Managers has been given to the offer or resale; or (ii) where Offer Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Shares to it is not treated under the EU Prospectus Directive as having been made to such persons. 137

138 For the purposes of this representation, the expression an "offer" in relation to any Offer Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Offer Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Offer Shares, as the same may be varied in that Relevant Member State by any measure implementing the EU Prospectus Directive in that Relevant Member State and the expression "EU Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. 138

139 ADDITIONAL INFORMATION 18.1 Auditor and advisors The Company's independent auditor is BDO AS with registration number , and business address at Munkedamsveien 45A, N-0250 Oslo, Norway. BDO AS is a member of Den Norske Revisorforeningen (The Norwegian Institute of Public Accountants). ABG Sundal Collier ASA (Munkedamsveien 45D, N-0115 Oslo, Norway) Global Coordinator, Lead Manager and Joint Bookrunner and Danske Bank, Norwegian branch are acting as Joint Global Coordinators and Joint Bookrunners for the Offering. The Managers will be acting as paying agents in the Offering as described in Section 5.2 "Overview of the Offering". Advokatfirmaet Selmer DA (Tjuvholmen allé 1, N-0112 Oslo, Norway) is acting as Norwegian legal counsel to the Company. Advokatfirmaet Thommessen AS (Haakon VIIs gate 10, N-0116 Oslo, Norway) is acting as Norwegian legal counsel to the Joint Global Coordinators and Joint Bookrunners. PricewaterhouseCoopers AS (Dronning Eufemias gate 8, N-0191 Oslo, Norway) has been engaged to perform the financial due diligence Documents on display Copies of the following documents will be available for inspection at the Company's offices at Fjordalléen 16, 0250 Oslo, Norway, during normal business hours from Monday to Friday each week (except public holidays) for a period of twelve months from the date of this Prospectus. The Articles of Association and Certificate of Incorporation. The Group's audited consolidated annual financial statements for the years ended 31 December 2016 and 2015 that has been prepared in accordance with IFRS and the ones for the years ended, 31 December 2015 and 2014 which has been prepared in accordance with NGAAP. The Company's subsidiaries' financial statements for the years ended 2016, 2015 and The Group's unaudited consolidated interim financial statements for the six month periods ended 30 June This Prospectus. 139

140 NORWEGIAN SUMMARY (NORSK SAMMENDRAG) Sammendrag består av informasjon som skal gis i form av "Elementer". Elementene er nummerert i punktene A E (A.1 E.7) nedenfor. Dette sammendraget inneholder alle Elementer som skal være inkludert i et sammendrag for denne type verdipapir og utsteder. Som følge av at enkelte Elementer ikke må beskrives, kan det være huller i nummereringen av Elementene. Selv om man kan være pålagt å innta et Element i sammendraget på grunn av typen verdipapir og utsteder, er det mulig at det ikke kan gis relevant informasjon knyttet til Elementet. I så fall er det inntatt en kort beskrivelse av Elementet i sammendraget sammen med benevnelsen ikke aktuelt. I dette norske sammendraget skal definerte ord og uttrykk (angitt med stor forbokstav) som er oversatt til norsk forstås i samsvar med tilsvarende engelskspråklige ord eller uttrykk slik disse er definert i det engelskspråklige Prospektet. Noen eksempler på slike engelskspråklige motstykker til definerte ord og uttrykk som er oversatt til norsk er som følger: Med "Prospektet" forstås "Prospectus", med "Selskapet" forstås "Company", med "Konsernet" forstås "Group", med "Tilbudet" forstås "Offering", med "Noteringen" forstås Listing", med "Aksjene" forstås "Shares", med "Salgsaksjene" forstås "Secondary Shares", med "Nye Aksjer" forstås "New Shares", med "Tilleggsaksjene" forstås "Additional Shares", med "Tilbudsaksjene" forstås "Offer Shares", med "Tilbudspris" forstås "Offer Price", med "Tilretteleggerne (Joint Bookrunners)" forstås Joint Bookrunners", med "Ledelsen" forstås "Management", med "Selgende Aksjonærer" forstås "Selling Shareholders", med "Overtildelingsopsjonen" forstås "Over-Allotment Option" og med "Indikativt Prisintervall" forstås "Indicative Price Range". Avsnitt A Introduksjon og Advarsel A.1 Advarsel Dette sammendraget bør leses som en innledning til Prospektet. Enhver beslutning om å investere i Tilbudsaksjene bør baseres på investorens vurdering av Prospektet i sin helhet. Dersom et krav knyttet til informasjonen i prospektet fremsettes for en domstol, kan saksøkende investor, i henhold til nasjonal lovgivning i sitt Medlemsland, bli pålagt å dekke kostnadene med å oversette Prospektet før rettsforhandlingene igangsettes. Kun de personer som har satt opp sammendraget, herunder oversatt dette, kan pådra seg sivilrettslig ansvar, men kun dersom sammendraget er misvisende, ikke korrekt eller usammenhengende når det leses i sammenheng med de øvrige deler av Prospektet eller dersom sammendraget, når det leses sammen med de øvrige deler av Prospektet, ikke gir slik nøkkelinformasjon som investorene behøver når de vurderer om de skal investere i slike verdipapirer. A2 Videresalg eller endelig plassering av verdipapirer av finansilelle mellommenn Ikke aktuelt. Finansielle mellommenn har ikke rett til å bruke dette Prospektet for senere videresalg eller endelig plassering av verdipapirer. Avsnitt B Utsteder B.1 Juridisk og forretningsnavn Infront ASA 140

141 B.2 Hjemstat og rettslig organisering, lovgivning og stiftelsesland B.3 Eksisterende virksomhet, hovedaktiviteter og markeder Selskapets registrerte navn er Infront ASA. Selskapet er et allmennaksjeselskap, organisert og underlagt norsk lovgivning, i henhold til allmennaksjeloven og er registrert i Foretaksregisteret med organisasjonsnummeret Infront ASA er et norsk teknologiselskap og en tilbyder av markedsdata, handelsløsninger, og nyheter for profesjonelle finansaktører. Infront samler markedsdata, nyheter, rapporter og analyser fra nøkkelmarkeder som det bearbeider og tilbyr til sine kunder. IT-løsningene tilbys kunder på kjøpersiden, selgersiden og børser Konsernet har hovedkontor i Oslo og kontorer i Paris, Johannesburg, Cape Town, Stockholm, København, Helsinki og London. B.4a Vesentlige aktuelle trender Markedet for finansielle dataterminaler er knyttet til prestasjonene i den finansielle tjenestesektoren, som utgjør størsteparten av etterspørselen for terminaler. Finanssektoren gjennomgår nå store endringer som er drevet fram av nytt regelverk i kjølevannet av finanskrisen i 2009 og teknologisk fremgang som utfordrer tradisjonelle forretningsmodeller på både selger- og kjøpersiden. For utstedere av finansielle dataterminaler er det tre gjennomgående hovedtrender: - For det første er markedet modent og det kommer sannsynligvis til å oppleve moderate vekstrater ettersom tradisjonell etterspørsel minsker og brukergruppen tilpasser seg - For det andre foreligger økt gjennomsiktighet fremdrevet av nytt regelverk - For det tredje er det gode utsikter for å øke i vekst tatt i betraktning den store andelen av kostnadsgrunnlaget som datainnkjøp står for, samt den påkrevde investeringen i en robust og fleksibel teknologisk IT-plattform. B.5 Beskrivelsen av Selskapet Infront ASA er morselskapet i Konsernet som består av ni datterselskap eid direkte av Selskapet: TDN Finans AS, AB Nyhetsbyrån Direkt, Infinancials SA, The Online Trader Sweden AB, Infront Financial Information Ltd., Inquiry Financial Europe AB, CatalystOne AS, Infront South Africa Ltd, Infront Finland OY Infront ASA er et operativt selskap med ansvar for utvikling, salg og vedlikehold av produktløsninger knyttet til Infront-terminalen og retail handelsterminalen. 141

142 B.6 Interesser i utsteder og stemmeretter Aksjonærer som eier 5 % eller mer av Aksjene har en interesse i Selskapets aksjekapital som er meldepliktig etter verdipapirhandelloven. Følgende aksjonærer eier mer enn 5 % av Aksjene per 18. september 2017: Navn Antall Aksjer Prosent(%) Lindeman AS (Morten Lindeman)* ,51 % Nesbak AS (Kristian Nesbak)* ,59 % Kistefos Venture Capital AS ,42 % Kistefos Venture Capital II DA ,88 % *Morten Lindeman og Kristian Nesbak eier Aksjer i Selskapet både personlig og gjennom selskapene deres Lindeman AS og Nesbak AS. Totalt har Morten Lindeman en aksjebeholdning som tilsvarer 30,25 % og Kristian Nesbak har en aksjebeholdning som tilsvarer 29,33 %. B.7 Sammendrag av finansiell informasjon Sammendraget av finansiell informasjon som presenteres nedenfor er hentet fra Selskapets reviderte konsoliderte årsregnskap per og for årene som endte 31. desember 2016 og 2015 som har blitt utarbeidet i henhold til IFRS som vedtatt av EU, årsregnskapet per og for årene som endte 31. desember 2015 og 2014 som har blitt utarbeidet i henhold til N-GAAP og de ureviderte konsoliderte delårsregnskap per og for seksmånedersperiodene som endte 30. juni 2017 som er utarbeidet i henhold til IAS 34. Den utvalgte finansielle informasjonen nedenfor bør leses i sammenheng med kapittel 10 "Financial Information" og Konsernets Årsregnskap og Delårsregnskap, vedlagt i Vedlegg B og C til prospektet. 142

143 Konsolidert resultatregnskap: Tremånedersperioden avsluttet den Seksmånedersperioden avsluttet den 30. juni 30. juni (I NOK tusen) IFRS IFRS IFRS IFRS Sum driftsinntekter EBITDA Sum driftskostnader Driftsresultat (EBIT) (1 139) Netto Finansinntekter/(kostnader) (660) (1 414) (1 016) (1 408) Resultat før skatt (1 799) (972) Resultat for perioden (1 509) (919) Tolvmånedersperioden avsluttet den 31. desember (I NOK tusen) IFRS IFRS N-GAAP N-GAAP Sum driftsinntekter EBITDA Sum driftskostnader Driftsresultat (EBIT) Netto Finansinntekter/(kostnader) (2 218) (3 254) (3 254) (2 128) Resultat før skatt Resultat for perioden Konsolidert balanseregnskap Den Den 30. juni 31. desember (I NOK tusen) IFRS IFRS IFRS IFRS N- GAAP N- GAAP EIENDELER Sum anleggsmidler Sum omløpsmidler SUM EIENDELER EGENKAPITAL OG GJELD Sum innskutt egenkapital Ikke-kontrollerende interesser Sum egenkapital Sum langsiktig gjeld Sum kortsiktig gjeld Sum gjeld SUM EGENKAPITAL OG GJELD

144 Konsolidert kontantstrømoppstilling Tremånedersperioden avsluttet den Seksmånedersperioden avsluttet den 30. juni 30. juni (I NOK tusen) IFRS IFRS IFRS IFRS Netto kontantstrøm fra operasjonelle aktiviteter Netto kontantstrøm fra investeringsaktiviteter (2 805) (21 187) (28 546) (25 028) Netto kontantstrøm fra finansieringsaktiviteter (743) Netto endring I kontanter og kontantekvivalenter Beholdning av kontanter og kontant ekvivalenter per 1. januar / 1. april (13 441) (9 242) (13 298) Valutaeffekter på kontanter 958 ( 693) (1 366) Beholdning av kontanter og kontant ekvivalenter per 30. juni Tolvmånedersperioden avsluttet den 31. desember (I NOK tusen) IFRS IFRS N-GAAP N-GAAP Netto kontantstrøm fra operasjonelle aktiviteter Netto kontantstrøm fra investeringsaktiviteter (30 409) Netto kontantstrøm fra finansieringsaktiviteter (17 153) (10 075) (17 231) (18 376) (10 000) (13 775) Netto endring I kontanter og kontantekvivalenter (5 264) Beholdning av kontanter og kontant ekvivalenter per 1. januar Valutaeffekter på kontanter (2 127) Beholdning av kontanter og kontant ekvivalenter per 31. desember B.8 Utvalgt pro forma finansiell nøkkelinformasjon I 2016 kjøpte Konsernet deler av virksomheten til SIX Financial Information i Norden, inkludert kundegruppen til SIX Financial Information (SIX EDGE kunder) og SIX News, bestående av tilknyttet virksomhet for en estimert total kjøpesum på NOK 70,4 millioner, forutsatt migrasjon av 80 % av nettoinntektene fra SIX EDGE kundebase, som inntatt i de reviderte årsregnskapene for Basert på oppdaterte estimater med hensyn til migrasjon av nettointektene fra SIX EDGE kundebase, på 70%, er vil den estimerte totale kjøpesummen bli mindre enn som inntatt i årsregnskapene for 2016 delårsregnskapene for første halvår Totalt gjenstående betinget beløp for begge transaksjonene er estimert til NOK 54 millioner, og vil bli endelig fastsatt basert på migrasjon av nettointektene fra SIX Newa og SIX EDGE kundebase per 30 November Transaksjonen var ansett som en "business combination" i henhold til IFRS 3 Business Combinations. 144

145 Dette oppkjøpet utløste et krav om pro forma informasjon slik det fremgår i EUs prospektdirektiv. Pro forma-reglene krever at Selskapet fremlegger pro forma-resultatregnskap som om transaksjonen hadde funnet sted med virkning fra 1. januar 2016 eller alternativt fra 1. januar Ettersom transaksjonen var strukturert som et kjøp av innmat finnes det imidlertid ingen tilgjengelige finansielle rapporter for innmaten kjøpt fra SIX som pro formaresultatregnskapet kan baseres på. Ettersom transaksjonen ble gjennomført i 2016 utgjør oppkjøpet en del av det konsoliderte balanseregnskapet fra årsslutt 2016 og fra 30. juni Konsernet har avlagt regnskap for denne transaksjonen med virkning fra 31. oktober 2016, da dette var datoen for oppkjøpet, og det er i tillegg omfattet av den konsoliderte regnskapsbalansen fra året avsluttet 2016 og fra 30. juni Se kapittel 12 "Proforma Financial Information" for ytterligere detaljer vedrørende innvirkningen av oppkjøpet. B.9 Resultatprognose eller estimat B.10 Forbehold i revisjonsrapport B.11 Utilstrekkelig arbeidskapital Ikke aktuelt. Det er ikke utarbeidet noen resultatprognose eller noe estimat. Ikke aktuelt. Det er ingen forbehold i revisjonsrapportene. Ikke aktuelt. Ledelsen er av den oppfatning at arbeidskapitalen tilgjengelig for Konsernet, er tilstrekkelig for å møte Konsernets behov i minst 12 måneder fra datoen for dette Prospektet. Punkt C - Verdipapirene C.1 Type og klasse verdipapir tatt opp til notering og identifikasjonsnummer Selskapet har utstedt én aksjeklasse. Selskapets Aksjer er registrert i VPS under ISIN NO C.2 Valuta på utstedelse NOK. C.3 Antall aksjer utstedt og pålydende verdi C.4 Rettigheter knyttet til verdipapirene Per datoen for dette Prospektet er Selskapets aksjekapital NOK fordelt på ordinære Aksjer med en pålydende verdi på NOK 0,10 hver. Alle eksisterende Aksjer er gyldig ustedet og fullstendig oppgjort. Selskapet har utstedt én aksjeklasse. Alle aksjer gir like rettigheter i Selskapet. De Nye Aksjer som tilbys i forbindelse med Tilbudet vil ha like rettigheter som Selskapets eksisterende Aksjer, så snart de Nye aksjene er blitt utstedt og registrert i Foretaksregisteret og VPS. Hver av Aksjene vil ha én stemme på Generalforsamlingen. 145

146 C.5 Begrensninger i verdipapirenes omsettelighet Ikke relevant. Selskapets Aksjer kan fritt omsettes, så fremt de ikke er underlagt lokale regulatoriske omsetningsbegrensninger. For ytterligere informasjon vedrørende salg og overføring av Aksjene i andre jurisdiksjoner enn Norge, se kapittel 17 "Selling and transfer restrictions". C.6 Opptak til notering Selskapet søkte om Notering av Aksjene på Oslo Børs, alternativt Oslo Axess den, 19. september Det forventes at styret i Oslo Børs godkjenner Selskapets noteringssøknad på eller rundt den 25. september 2017, betinget av at: Selskapet har i overkant av 500 aksjeeiere som hver besitter Aksjer for en verdi av minst NOK ; og minst 25 % av Aksjene må være spredt blant allmennheten. Selskapet forventer at disse betingelsene vil bli oppfylt gjennom Tilbudet. Forutsatt godkjennelse av noteringssøknaden av styret i Oslo Børs og innfrielse av opptaksvilkårene fastsatt av Oslo Børs og enkelte andre betingelser som er nærmere beskrevet i punkt 5.11 "Conditions for completion of the Offering"og punkt 5.13 "Admission to trading and VPS registration", så forventer Selskapet at handelen av Aksjene på Oslo børs, alternativt Oslo Axess, begynner rundt den 29 september Selskapet har ikke søkt om notering av Aksjene på noen annen børs eller annet regulert marked. C.7 Utbyttepolitikk Styret vil til å begynne med ta sikte på et utbyttenivå på ca % av Selskapets konsoliderte nettoresultat fra og med Det tilsiktede nivået vil være gjenstand for justering avhengig av andre muligheter for bruk av kapital, slik som for eksempel aktivitet knyttet til fusjoner og oppkjøp. Punkt D Risiko D.1 Vesentlige risiko knyttet til Selskapet eller dets bransje Risiko knyttet til Konsernet og markedet som Selskapet opererer i: Konsernet står overfor kontinuerlig risiko knyttet til dets kunder, og kan muligens ikke ha evnen til å opprettholde eller forsterke sin kundegruppe Etablering av kunderelasjoner og kommersielle nøkkelkontrakter krever langvarig ledelse og betydelig tilførsel av ressurser Kontrakter kan bli avsluttet før kontraktsperioden er overstått, og det kan hende de ikke blir fornyet Prispress kan påvirke evnen til å inngå nye kontrakter og kan påvirke inntekter fra utvidede eksisterende kontrakter 146

147 Risiko knyttet til å ikke være i stand til å møte markedets skiftende behov Risiko knyttet til urettmessig avgivelse av sensitiv og konfidensiell kundeinformasjon kan skade Konsernets virksomhet og stilling hos kundene og føre til ugunstig markedsanseelse Vekst og nye strategier og initiativer kan frembringe eller resultere i periodevis usikkerhet, eller til slutt vise seg å være mislykket Konsernet kan gjøre oppkjøp som viser seg å være mislykket eller som belaster eller avleder Konsernets ressurser, herunder dersom kontrakten med SIX Financial Information AB termineres eller ikke fullføres Virksomheten kan bli negativt påvirket av svikt i ITsystemer og/eller andre tredjeparters tjenester/løsninger Risiko som knytter seg til å ha virksomhet i flere jurisdiksjoner Ustabilitet i finansielle markeder kan påvirke Konsernets virksomhet negativt Risiko knyttet til lover og regler: Brudd på og/eller endringer i lover og regler, herunder arbeidsmiljølover og lover knyttet til Konsernets teknologi, kan medføre en økning i kostnader eller endre måten Konsernets virksomhet drives på Konsernets dokumentasjon og fremgangsmåter for internprising kan bli utfordret Konkurranselovgivning eller myndigheter kan begrense Konsernets evne til vekst og kan tvinge Konsernet til å endre sin forretningspraksis D.3 Vesentlige risiko knyttet til verdipapirene Risiko knyttet til Noteringen og aksjene: Kistefos, Lindeman AS og Nesbak AS kan, sammen eller hver for seg, fortsette å utøve betydelig innflytelse på Konsernet og dets drift, og interessene til disse aksjonærene kan komme i konflikt med andre aksjeeiere Konsernets fremtidig utstedelse av gjeld eller egenkapitalinstrumenter kan påvirke markedsprisen til Aksjene negativt og føre til vesentlig utvanning for eksisterende aksjeeiere Fremtidige salg, eller muligheten for fremtidige salg, etter Tilbudet kan påvirke Aksjenes markedspris Fortrinnsrett til å tegne seg for Aksjer i senere utstedelser kan være utilgjengelig for amerikanske eller andre aksjonærer Investorer kan være ute av stand til å utøve sine stemmerettigheter for Aksjer registrert på forvalterkonto 147

148 Konsernets mulighet til å utdele utbytte i henhold til Konsernets utbyttepolitikk er avhengig av dets utbyttegrunnlag, og Konsernet kan være i en posisjon hvor det ikke er i stand til eller uvillig til å utdele utbytte i fremtiden Norsk lov kan begrense aksjonærers mulighet til å føre saker mot Selskapet Investorer med en referansevaluta annet enn NOK vil bli utsatt for valutarisiko ved investering i Aksjene Omsetning av Aksjer er underlagt restriksjoner under USAs og andre jurisdiksjoners verdipapirlover Punkt E Tilbudet E.1 Nettoproveny og estimerte kostnader Det forventes at bruttoproveny fra de Nye Aksjene er omtrent NOK 100 millioner. Nettoproveny fra Salgsaksjer vil tilfalle de Selgende Aksjonærene. E.2a Bakgrunnen for Tilbudet og bruk av provenyet Selgende Aksjonærer vil betale meglerprovisjon for ethvert salg av Salgsaksjer. Øvrige transaksjonskostnader knyttet til de Nye Aksjene og alle andre kostnader som direkte tilknyttet Noteringen og Tilbudet, vil bli betalt av Selskapet. Selskapet anslår at utgifter i forbindelse med Tilbudet og Noteringen, som vil bli betalt av Selskapet, vil bli mellom NOK 15 og NOK 17 millioner. Utgifter som skriver seg fra Tilbudet vil ikke bli belastet investoren. Formålet for Tilbudet er å styrke Selskapets strategiske og finansielle stilling, blant annet slik at Selskapet kan innta en aktiv rolle i konsolideringen i markedet, og nettoprovenyet fra utstedelse av Nye Aksjer er i utgangspunktet tiltenkt benyttet til det formålet. Deler av nettoprovenyet fra utstedelsen av Nye Aksjer kan også bli benyttet til diverse selskapsrettslige formål, selv om ingen sum er blitt særskilt allokert til dette. Selskapet anslår at et bruttoproveny fra utstedelsen av Nye Aksjer er på omtrent NOK 100 millioner. Bruk og allokering av nettoprovenyet fra utstedelsen av Nye Aksjer for de forannevnte formål vil bli fortløpende vurdert av Selskapet. E.3 Vilkår for Tilbudet Tilbudet består av et antall Nye Aksjer med bruttoproveny på omtrent NOK 100 millioner tilbudt av Selskapet og opp til Salgsaksjer tilbudt av de Selgende Aksjonærene, ikke medberegnet bruk av Overtildelingsopsjonen. ABG Sundal Collier ASA kan som Stabiliserings Tilrettelegger velge å overtildele et antall Tilleggsaksjer som utgjør opp til 15 % av antall Tilbudsaksjer allokert i Tilbudet. Det forventes at den Institusjonelle Aksjonæren vil gi Stabiliserings Tilretteleggeren en Greenshoe-opsjon til å kjøpe Tilleggsaksjer til en pris per Aksje som tilsvarer den endelige Tilbudsprisen for å dekke slike overtildelinger. 148

149 Tilbudet vil bestå av: Et Institusjonelt Tilbud, hvor Tilbudsaksjer tilbys (a) til institusjonelle og profesjonelle investorer i Norge og Sverige, (b) til investorer utenfor Norge, Sverige og USA, i henhold til unntak fra prospektet og registreringskrav, og (c) i USA til de som er QIBs, som definert i Rule 144A i U.S. Securities Act i transaksjoner som er unntatt fra, eller ikke gjenstand for, registreringskrav under U.S. Securities Act. I det Institusjonelle Tilbudet gjelder en nedre grense per bestilling på NOK Et Offentlig Tilbud, hvor Tilbudsaksjer tilbys allmennheten i Norge og Sverige med en nedre grense per bestilling på NOK og en øvre grense per bestilling på NOK for hver investor. Investorer som ønsker å legge inn en bestilling som overstiger NOK må gjøre dette i det Institusjonelle Tilbudet. Flere bestillinger fra én bestiller i det Offentlige Tilbudet vil bli behandlet som én bestilling hva gjelder maksimal bestillingsgrense. Et Ansattilbud, hvor Tilbudsaksjer tilbys til Kvalifiserte Ansatte og Norske medlemmer av styret i Selskapet med en nedre grense per bestilling på NOK og en øvre grense per bestilling på NOK for hver Kvalifiserte Ansatt. Investorer som ønsker å legge inn bestilling som overstiger NOK må gjøre dette i det Institusjonelle tilbudet. Flere bestillinger fra én bestiller i Ansattilbudet vil bli behandlet som én bestilling hva gjelder maksimal bestillingsgrense. Kvalifiserte Ansatte som bestiller Tilbudsaksjer i Ansatttilbudet vil bli garantert tildeling av Tilbudsaksjer for inntil NOK basert på den endelige Tilbudsprisen. Hver Kvalifiserte Ansatt som tildeles Tilbudsaksjer vil motta en rabatt på 10 %, begrenset opp til NOK for hver Kvalifiserte Ansatt av den totale summen som betales av slike investorer. Norske medlemmer av styret i Selskapet vil bli garantert tildeling av Tilbudsaksjer for inntil NOK basert på den endelige Tilbudsprisen. Bookbuilding-perioden for det Institusjonelle Tilbudet er forventet å finne sted fra kl. 09:00 den 20. september 2016 til kl. 16:30 den 27. september 2017, Selskapet forbeholder seg retten til, i konsultasjon med Tilretteleggerne, når som helst å forlenge perioden. Bestillingsperioden for det Offentlige Tilbudet og Ansattilbudet vil vare fra kl. 09:00 den 20. september 2017 til kl. 12:00 den 27 september 2017, Selskapet forbeholder seg retten til, i 149

150 konsultasjon med Tilretteleggerne, når som helst å forlenge perioden. Bookbuilding perioden/bestillingsperioden kan ikke forkortes. Tilretteleggerne forventer å gi beskjed om tildeling av Tilbudsaksjer i Tilbudet på eller rundt den 27. september 2017, ved å utstede sluttseddel til bestilleren via epost eller på annen måte. Betaling mot levering av Tilbudsaksjer i det Institusjonelle Tilbudet vil finne sted på eller rundt 2. oktober Betalingsdato i det Offentlige Tilbudet og i Ansattilbudet er på eller rundt den 29. september Forutsatt rettidig betaling av bestilleren, er levering av Tilbudsaksjene forventet å finne sted på eller rundt 2. oktober 2017 for det Offentlige Tilbudet og Ansattilbudet. E.4 Vesentlige og motstridende interesser Selskapet og Hovedaksjonærene forbeholder seg retten, i konsultasjon med Tilretteleggerne, til å trekke tilbake, suspendere eller avslutte Tilbudet når som helst før endelig allokering basert på eget skjønn og for hvilken som helst grunn. Tilretteleggerne (og/eller deres nærstående) har fra tid til annen ytt, og kan i fremtiden yte, investerings- og kommersielle banktjenester til Selskapet og dets nærstående som en del av deres ordinære virksomhet, hvor de har mottatt og kan fortsette å motta sedvanlige honorar og provisjon. Danske Bank har gitt Selskapet en kassekreditt som er ytterligere beskrevet i punkt Tilretteleggerne vil motta et transksjonshonorar i forbindelse med Tilbudet og vil således ha en interesse i Tilbudet. De selgende Aksjonærer vil motta nettoproveny fra salget av Salgsaksjene, og vil således ha en interesse i Tilbudet. E.5 Selgende Egenkapitalbeviseiere og bindingsavtaler E.6 Utvanning som følge av Tilbudet Det er forventet at Selskapet, den Institusjonelle Aksjonæren og Kistefos Venture Capital II DA vil avgi et løfte som vil med enkelte unntak begrense deres muligheter til å utstede, selge, inngå kontrakt om å selge, pantsette, overføre eller på annen måte disponere over Aksjer for en periode på seks måneder etter den første dagen etter Noteringen. De Selgende Aksjonærer (utenom den Institusjonelle Aksjonæren og Kistefos Venture Capital II DA), styremedlemmer og medlemmer av ledelsen som er angitt i punkt 5.17 har avgitt et løfte om det samme på 12 måneder fra den første dagen etter Noteringen. Forutsatt at Tilbudsprisen settes innen det Indikative Prisintervallet, vil den umiddelbare utvanningseffekten fra utstedelsen av Nye Aksjer i tilbudet være i området fra 16,7 % til 18,8 % avhengig av Tilbudsprisen og antallet Nye Aksjer som blir allokert i Tilbudet. 150

151 E.7 Estimerte kostnader som vil kreves fra investorene Ikke relevant. Utgifter som relaterer seg til Tilbudet vil ikke bli belastet investoren. 151

152 Swedish summary (Svensk sammanfattning) Sammanfattningar ställs upp efter informationskrav i form av ett antal punkter. Dessa punkter är numrerade i avsnitt A E (A.1 E.7) nedan. Denna sammanfattning innehåller alla de punkter som ska ingå i en sammanfattning för denna typ av värdepapper och emittent. Eftersom vissa punkter inte behöver ingå, kan det finnas luckor i numreringen av punkterna. Även om en viss punkt ska ingå i sammanfattningen för denna typ av värdepapper och emittent kan det förekomma att det inte finns någon relevant information att ange beträffande sådan punkt. I sådant fall innehåller sammanfattningen en kort beskrivning av aktuell punkt tillsammans med angivelsen ej tillämplig. Avsnitt A Introduktion och varningar A.1 Varningar Denna sammanfattning bör läsas som en introduktion till Prospektet. Varje beslut om att investera i värdepapperen ska baseras på en bedömning av Prospektet i sin helhet från investerarens sida. Om yrkande avseende information i Prospektet anförs vid domstol, kan den investerare som är kärande i enlighet med medlemsstaternas nationella lagstiftning bli tvungen att svara för kostnaderna för översättning av Prospektet innan de rättsliga förfarandena inleds. Civilrättsligt ansvar kan endast åläggas de personer som lagt fram sammanfattningen, inklusive översättningar därav, men endast om sammanfattningen är vilseledande, felaktig eller oförenlig med de andra delarna av Prospektet, eller om den inte, läst tillsammans med andra delar av Prospektet, ger nyckelinformation för att hjälpa investerare i övervägandet att investera i de värdepapper som erbjuds. A.2 Återförsäljning eller slutlig placering av värdepapper av finansiella mellanhänder Ej tillämplig. Finansiella mellanhänder är inte berättigade att nyttja detta Prospekt för efterföljande återförsäljning eller slutlig placering av värdepapper. Avsnitt B Emittenten B.1 Firma och handelsbeteckning B.2 Säte och bolagsform, lagstiftning och land för bildande B.3 Nuvarande och huvudsaklig verksamhet samt marknad Infront ASA Bolagets registrerade firma är Infront ASA ( Bolaget eller "Infront"). Bolaget är ett norskt publikt aktiebolag i enlighet med den norska lagen om publika aktiebolag (No. allmennaksjeloven) och är registrerat i det norska företagsregistret (No. Foretaksregisteret) med registreringsnummer Infront ASA är ett norskt it-bolag och en leverantör av marknadsdata, handelslösningar och nyheter för professionella finansaktörer. Infront sammanställer marknadsdata, nyheter, rapporter och analyser från nyckelmarknader som sedan bearbetas och erbjuds till kunderna. IT-lösningarna är riktade till kunder på köpsidan (Eng. buyside ), säljsidan (Eng. sell-side ) samt marknadsplatser. Koncernen har huvudkontor i Oslo och kontor i Paris, Johannesburg, Kapstaden, Stockholm, Köpenhamn, Helsinki och London. 152

153 B.4a Väsentliga trenderna som påverkar Bolaget och de branscher där Bolaget verkar Marknaden för finansiella dataterminaler är kopplad till utvecklingen inom den finansiella sektorn, vilken står för den huvudsakliga efterfrågan på terminaler. Den finansiella sektorn genomgår omvälvande förändringar, drivna av nya regleringar efter finanskrisen 2009 samt tekniska framsteg som gör att traditionella affärsmodeller på både säljsidan och köpsidan utmanas. För leverantörer av finansiella dataterminaler finns tre huvudtrender: För det första är marknaden mogen och förväntas uppvisa måttlig tillväxt när den traditionella efterfrågan minskar och användarbasen anpassas. För det andra driver nya regleringar till en ökad transparens. För det tredje skapar den höga andel som kostnaderna för datainköp utgör tillsammans med investeringarna som krävs för en robust och flexibel ITplattform starka förutsättningar för att växa och uppnå skalfördelar. B.5 Beskrivning av Koncernen Infront ASA är moderbolaget i Koncernen som består av Bolaget och nio direkt ägda dotterbolag: - TDN Finans AS - AB Nyhetsbyrån Direkt - Infinancials SA - The Online Trader Sweden AB - Infront Financial Information Ltd. - Inquiry Financial Europe AB - CatalystOne AS - Infront South Africa Ltd - Infront Finland OY B.6 Aktieägande i Bolaget och rösträtt Infront ASA är den operationella entiteten som ansvarar för utveckling, försäljning och underhåll av Infront-terminalen och handelssystem för icke-professionella investerare. Aktieägare med innehav om 5 % eller mer av Aktierna har en andel av Bolagets aktiekapital som är anmälningspliktigt enligt den norska lagen om handel med värdepapper (No. Lov om verdipapirhandel). Den 19 september 2017 ägde följande aktieägare mer än 5 % av Aktierna: Namn Antal Aktier Procent (%) Lindeman AS (Morten Lindeman)* ,51 % Nesbak AS (Kristian Nesbak)* ,59 % Kistefos Venture Capital AS ,42 % Kistefos Venture Capital II DA ,88 % *Morten Lindeman och Kristian Nesbak äger aktier i Bolaget privat och via bolagen Lindeman AS och Nesbak AS. Morten Lindeman har ett totalt innehav motsvarande 30,25 % och Kristian Nesbak har ett innehav om 29,33 %. 153

154 B.7 Utvald historisk finansiell information Följande konsoliderade finansiella information är hämtad från Bolagets reviderade konsoliderade finansiella rapporter per och för räkenskapsåren som avslutades den 31 december 2016 och 2015, vilka upprättats i enlighet med IFRS, och från de finansiella rapporterna per och för räkenskapsåren som avslutades den 31 december 2015 och 2014, vilka upprättats i enlighet med N-GAAP, samt från den oreviderade konsoliderade delårsrapporten för tremånadersperioden som avslutades den 30 juni 2017, vilken upprättats i enlighet med IAS 34. Den utvalda finansiella informationen som presenteras nedan ska läsas tillsammans med avsnitt 10 "Finansiell information" samt Bolagets årsredovisningar och delårsrapport som inkluderas i Bilaga B och C i Prospektet. Konsoliderad resultaträkning: För tremånadersperioden som avslutades den För sexmånadersperioden som avslutades den 30 juni 30 juni (Tusental NOK) IFRS IFRS IFRS IFRS Totala rörelseintäkter EBITDA Totala rörelsekostnader Rörelseresultat (EBIT) (1 139) Finansiella intäkter/kostnader - netto (660) (1 414) (1 016) (1 408) Resultat före skatt (1 799) (972) Resultat för perioden (1 509) (919) För tolvmånadersperioden som avslutades den 31 december (Tusental NOK) IFRS IFRS N-GAAP N-GAAP Totala rörelseintäkter EBITDA Totala rörelsekostnader Rörelseresultat (EBIT) Finansiella intäkter/kostnader - netto (2 218) (3 254) (3 254) (2 128) Resultat före skatt Resultat för perioden Konsoliderad balansräkning 154

155 Den Den 30 juni 31 december (Tusental NOK) IFRS IFRS IFRS IFRS N-GAAP N-GAAP TILLGÅNGAR Anläggningstillgångar Omsättningstillgångar SUMMA TILLGÅNGAR EGET KAPITAL OCH SKULDER Eget kapital hänförligt till moderbolagets aktieägare Utan bestämmande inflytande Summa eget kapital Summa långfristiga skulder Summa kortfristiga skulder Summa skulder SUMMA EGET KAPITAL OCH SKULDER Konsoliderat kassaflöde För tremånadersperioden som avslutades den För sexmånadersperioden som avslutades den 30 juni 30 juni (Tusental NOK) IFRS IFRS IFRS IFRS Kassaflöde från den löpande verksamheten, netto Kassaflöde från investeringsverksamheten, netto (2 805) (21 187) (28 546) (25 028) Kassaflöde från finansieringsverksamheten, netto (743) Nettoförändring kassa och likvida medel (13 441) (9 242) (13 298) Kassa och likvida medel per 1 januari / 1 april FX effekt på kassa 958 ( 693) (1 366) Kassa och likvida medel 30 juni För tolvmånadersperioden som avslutades den 31 december (Tusental NOK) IFRS IFRS N-GAAP N-GAAP Kassaflöde från den löpande verksamheten, netto Kassaflöde från investeringsverksamheten, netto (30 409) (17 153) (17 231) (18 376) Kassaflöde från finansieringsverksamheten, netto (10 075) (10 000) (13 775) Nettoförändring kassa och likvida medel (5 264) 155

156 Kassa och likvida medel per 1 januari FX effekt på kassa (2 127) Kassa och likvida medel 31 december B.8 Utvald finansiell nyckelinformation, proforma B.9 Resultatprognos eller resultatuppskatt ning B.10 Anmärkningar i revisionsberättel sen B.11 Otillräckligt rörelsekapital Under 2016 förvärvade Koncernen delar av SIX Financial Informations verksamhet i Norden, inklusive kundbasen inom SIX Financial Information (SIX EDGE-kunder) och SIX News, bestående av ett antal anställda, till en beräknad köpeskilling om totalt 70,4 miljoner NOK, baserat på ett antagande om en migration om 80 % av nettoomsättningen från SIX EDGE:s kundbas, som inntatt i de reviderte årsregnskapene for Basert på oppdaterte estimater med hensyn til migrasjon av nettointektene fra SIX EDGE kundebase, på 70%, vil den estimerte totale kjøpesummen bli mindre enn som inntatt i årsregnskapene for 2016 delårsregnskapene for første halvår Totalt gjenstående betinget beløp for begge transaksjonene er estimert til NOK 54 millioner, og vil bli endelig fastsatt basert på migrasjon av nettointektene fra SIX News og SIX EDGE kundebase per 30 November Transaktionen redovisades som ett rörelseförvärv i enlighet med IFRS 3 Rörelseförvärv och koncernredovisning. Förvärvet medför ett krav på proforma-information i enlighet med EU:s prospektdirektiv. Reglerna kräver att Bolaget presenterar en resultaträkning proforma som om transaktionen hade skett med effekt från och med den 1 januari 2016, alternativt från och med den 1 januari Det finns dock inga finansiella rapporter för SIX-tillgångarna som kan ligga till grund för sådan proformainformation. I och med att transaktionen genomfördes under 2016 omfattar de konsoliderade balansräkningarna per 31 december 2016 och 30 juni 2017 detta förvärv. Transaktionen ingår i koncernens räkenskaper från den 31 oktober 2016, vilket var datumet då förvärvet genomfördes, och ingår i den konsoliderade balansräkningen per 31 december 2016 och per den 30 juni Avsnitt 12 Proforma finansiell information ger ytterligare information om effekterna av förvärvet. Ej tillämplig. Det lämnas inga resultatprognoser eller uppskattningar. Ej tillämplig. Det finns inga anmärkningar i revisionsberättelsen. Ej tillämplig. Koncernen anser att det rörelsekapital som är tillgängligt för Koncernen är tillräckligt för att tillgodose Koncernens nuvarande behov av rörelsekapital över den kommande tolvmånadersperioden från dagen för Prospektet. Avsnitt C Värdepapperen C.1 Kategori och slag av de för upptagande till handel godkända värdepapperen samt identifieringsnummer Bolaget har gett aktier av ett aktieslag. Bolagets aktier har registrerats i avstämningsregisteret hos Verdipapirsentralen i Norge ( VPS ) med ISINkoden C.2 Valuta NOK. 156

157 C.3 Antal utfärdade Aktier och kvotvärde C.4 Rättigheter som sammanhänger med värdepapperen C.5 Inskränkningar i den fria överlåtbarheten Per dagen för detta Prospekt uppgår Bolagets aktiekapital till NOK fördelat på aktier, där varje aktie har ett kvotvärde om 0,10 NOK. Samtliga aktier är korrekt utgivna och är fullt betalda. Bolaget har gett ut Aktier av ett aktieslag. Alla Aktier bär samma rättigheter i Bolaget. De nya Aktier som ingår i Erbjudandet kommer att vara likvärdiga de existerande Aktierna i Bolaget efter det att de nya Aktierna emitterats och registrerats vid det norska Foretagsregisteret och VPS. Varje Aktie ger rätt till en röst vid bolagsstämman. Ej tillämplig. Aktierna i Bolaget är fritt överlåtbara, med undantag för lokala regulatoriska restriktioner för överlåtelser. För information om försäljning och överlåtelse av Aktier i andra jurisdiktioner än Norge, se avsnitt 17, "Försäljning- och överlåtelserestriktioner". C.6 Upptagande till handel Bolaget ansökta om upptagande till handel av Bolagets Aktier på Oslo Börs, alternativt Oslo Axess, den 19 september Styrelsen i Oslo Börs förväntas godkänna ansökan om upptagande till handel på eller omkring den 25 september 2017 förutsatt att följande villkor är uppfyllda: att Bolaget har mer än 500 aktieägare som var och en har ett innehav uppgående till ett värde av minst NOK; och att minst 25 % av Bolagets aktier finns i allmän ägo. Bolaget förväntar sig att dessa villkor kommer att uppfyllas i och med Erbjudandet. Handel i Aktierna på Oslo börs, alternativt Oslo Axess, beräknas kunna inledas på eller omkring den 29 september 2017, under förutsättning att styrelsens noteringsansökan godkänns av Oslo börs och att villkoren för notering som satts upp av Oslo börs uppfylls samt att vissa andra villkor som anges i avsnitt 5.11 Villkor för Erbjudandets fullföljande och 5.13 Upptagande till handel och VPS-registrering. Bolaget har inte ansökt om att Aktierna ska upptas till handel på någon annan börs eller reglerad marknad. C.7 Utdelningspolicy Styrelsen kommer initialt sikta på en utdelningsnivå inom intervallet % av Bolagets konsoliderade nettoresultat från och med Målnivån kan komma att justeras för det fall kapital används till exempelvis förvärv. Avsnitt D Risker D.1 Utmärkande huvudsakliga risker avseende Bolaget och Bolagets bransch Risker relaterade till Koncernen och den bransch inom vilken den är verksam: Koncernen står kontinuerligt inför risker relaterade till sina kunder, och kanske inte kan behålla eller utöka sin kundbas. Etablerande av kundrelationer och viktiga kommersiella överenskommelser kräver långa ledtider och stora resurser. Avtal kan komma att sägas upp i förtid eller inte förnyas. Prispress kan påverka möjligheten att vinna nya kontrakt och påverka intäkter från förnyade och existerande kontrakt. Risker knutna till oförmåga att möta förändrade behov inom branschen. Risker relaterade till att känslig eller konfidentiell information om kunder kan komma att spridas ut, vilket kan skada Koncernens 157

158 verksamhet och relationer till kunder samt påverka marknadsperceptionen negativt. Tillväxt samt nya strategier och initiativ kan leda till perioder av osäkerhet och i slutändan visa sig misslyckade. Koncernen kan göra förvärv som blir misslyckade eller som anstränger eller avleder Koncernens resurser, bland annat om avtalet med SIX Financial Information AB sägs upp eller inte slutförs. Verksamheten kan påverkas negativt av störningar i Bolagets ITsystem och/eller andra tredjepartslösningar och tjänster. Risker relaterade till att verka inom flera jurisdiktioner. Instabilitet på den finansiella marknaden kan påverka Koncernens verksamhet. Risker relaterade till lagar och regler: Brott mot och/eller förändringar i lagar och regler, inklusive arbetsrätt och lagar relaterade till Koncernens teknik, kan öka kostnaderna och förändra det sätt på vilket Koncernen bedriver sin verksamhet. Koncernens dokumentation kring internprissättning kan komma att ifrågasättas. Konkurrensbegränsningsregler och myndigheter kan begränsa Koncernens möjlighet att växa och kan tvinga Koncernen att förändra sin affärsverksamhet. D.3 Huvudsakliga risker avseende värdepapperen Risker relaterade till noteringen och Aktierna: Kistefos, Lindeman AS och Nesbak AS kan fortsättningsvis komma att, tillsammans eller var för sig, utöva betydande inflytande över Koncernen och dess verksamhet, och deras intressen kan komma att avvika från eller konkurrera med andra aktieägares intressen. Framtida emissioner av Aktier eller andra värdepapper i Koncernen kan komma att medföra en utspädning för befintliga aktieägare och ha en negativ inverkan på priset på Bolagets Aktier. Framtida försäljning, eller möjligheten till framtida försäljning, av aktier efter Erbjudandet kan komma att påverka priset på Aktierna. Amerikanska medborgare eller andra aktieägare kanske inte kan utnyttja sin företrädesrätt att teckna sig för Aktier vid ytterligare emissioner. Investerare kan vara oförmögna att utöva sin rösträtt för Aktier som har förvaltarregistrerats. Koncernens möjlighet att lämna utdelning i enlighet med utdelningspolicyn eller i övrigt är beroende av tillgången till 158

159 utdelningsbara medel och Bolaget kan vara oförmöget eller ovilligt att lämna utdelning i framtiden. Investerare kanske inte kan kompenseras för förluster genom tvistemål i andra jurisdiktioner än Norge. Norsk lag kan begränsa aktieägarnas möjligheter att väcka talan mot Bolaget. Investerare med en annan referensvaluta än NOK är exponerade mot vissa valutakursrisker när de investerar i Aktierna. Överlåtelse av Aktierna omfattas av restriktioner under amerikanska värdepapperslagar och andra jurisdiktioner. E.1 Nettointäkter och beräknade kostnader E.2a Motiv till Erbjudandet och användning av emissionslikvid Avsnitt E Erbjudandet Emissionen av de Nya Aktierna förväntas inbringa bruttointäkter om cirka 100 miljoner NOK. Nettointäkterna från försäljningen av befintliga aktier tillfaller säljande befintliga aktieägare. De säljande befintliga aktieägarna betalar courtage för försäljning av befintliga aktier. Alla andra transaktionskostnader relaterade till de Nya Aktierna och andra kostnader med anledning av noteringen och Erbjudandet kommer att bäras av Bolaget. Bolaget beräknar att kostnaderna relaterade till Erbjudandet och noteringen, till den del de ska bäras av Bolaget, kommer att uppgå till mellan 15 och 17 miljoner NOK. Kostnader relaterade till Erbjudandet kommer inte belastas investerare. Syftet med Erbjudandet är att stärka Bolagets strategiska och finansiella position och möjliggöra att Bolaget kan ta en aktiv roll i konsolideringen av branschen. Nettolikviden från emissionen av Nya Aktier är primärt tänkt att användas för detta syfte. En del av nettolikviden kan också komma att användas för generella behov, men inget belopp är allokerat för detta. Bolagets beräknade bruttolikvid från emissionen av Nya Aktier är cirka 100 miljoner NOK. Användningen och allokeringen av nettolikviden från emissionen för ovanstående syften kommer att bestämmas löpande av Bolaget. E.3 Villkor för Erbjudandet Erbjudandet omfattar en emission av Nya Aktier i Bolaget för att ta in ett belopp om upp till cirka 100 miljoner NOK och upp till befintliga aktier som säljs av befintliga aktieägare. Detta exkluderar utnyttjande av övertilldelningsoptionen. ABG Sundal Collier ASA, som agerar stabiliseringsagent, kan välja att tilldela Ytterligare Aktier motsvarande 15 % av antalet Aktier som tilldelats i Erbjudandet. Den Institutionella Aktieägaren förväntas utförda en Låneoption och en Övertilldelningsoption till stabiliseringsagenten, vilket ger stabiliseringsagenten rätt att, för Managers räkning, låna och köpa ett antal aktier motsvarande antalet Ytterligare Aktier för ett pris per aktie motsvarande det slutliga priset i Erbjudandet för att täcka sådan övertilldelning. Erbjudandet omfattar: Ett Institutionellt Erbjudande, i vilket Erbjudna Aktier erbjuds till (a) institutionella och professionella investerare i Norge och Sverige, (b) investerare utanför Norge, Sverige och USA, vilka 159

160 omfattas av tillämpliga undantag från prospekt- och andra registreringskrav, och (c) i USA till s.k. qualified institutional buyers ( QIBs ) med stöd av paragraf 144A i U.S. Securities Act i transaksjoner som er untagen från, eller inte är gjenstand för, registreringskrav under U.S. Securities Act. Det Institutionella Erbjudandet är föremål för en lägsta gräns per anmälan om NOK. Ett Erbjudande till Allmänheten, där Erbjudna Aktier erbjuds allmänheten i Norge och Sverige och som är föremål för en lägsta gräns per anmälan om NOK och en övre gräns per anmälan om NOK per investerare. Den som önskar lägga en order på mer än NOK måste göra det under det Institutionella Erbjudandet. Flera anmälningar från en investerare i Erbjudandet till Allmänheten kommer att behandlas som en anmälan vad gäller den maximala anmälningsgränsen. Ett Erbjudande till Anställda, där Erbjudna Aktier erbjuds till berättigade Anställda, och Norska meddlemmer av styrelsen i Bolaget, och som är föremål för en lägsta gräns per anmälan om NOK och en övre gräns per anmälan om NOK. Den som önskar att lägga en order på mer än NOK måste göra det under det Institutionella Erbjudandet. Flera anmälningar från en investerare i Erbjudandet till Allmänheten kommer att behandlas som en anmälan vad gäller den maximala anmälningsgränsen. Anställda som är berättigade och som anmäler sig för att teckna Erbjudna Aktier i Erbjudandet till Anställda kommer att garanteras en tilldelning motsvarande NOK baserat på det slutliga priset i Erbjudandet. Varje berättigad Anställd som får tilldelning erhåller en rabatt om 10 % upp till ett maximalt belopp om NOK per berättigad Anställd av det sammanlagda belopp som skall erläggas. Norske medlemmer av styrelsen i Bolaget kommer att garanteras en tilldelning motsvarande NOK baserat på det slutliga priset i Erbjudandet. Anmälningsperioden i det Institutionella Erbjudandet beräknas pågå från klockan den 20 september 2017 till klockan den 27 september Bolaget förbehåller sig rätten att, i samråd med Managers, när som helst förlänga anmälningsperioden. Anmälningsperioden kan inte förkortas. Anmälningsperioden för Erbjudandet till Allmänheten och Erbjudandet till Anställda beräknas pågå från klockan den 20 september 2017 till klockan den 27 september Bolaget förbehåller sig rätten att, i samråd med Managers, när som helst förlänga anmälningsperioden. Anmälningsperioden i det Institutionella Erbjudandet/Erbjudandet till Allmänheten och Erbjudandet till Anställda kan inte förkortas. Managers räknar med att utfärda meddelanden om tilldelning av Erbjudna Aktier på eller omkring den 27 september 2017 genom att skicka ut avräkningsnotor via e-post eller på annat sätt. Betalning från investerare i det Institutionella Erbjudandet kommer att äga rum mot leverans av Erbjudna Aktier på eller omkring den 2 oktober Sista betalningsdag för Erbjudandet till Allmänheten och Erbjudandet till Anställda är på eller omkring den 29 september Under förutsättning att betalning inkommer i rätt tid från investeraren, beräknas leverans av de 160

161 Erbjudna Aktierna som tilldelas i Erbjudandet till Allmänheten och i Erbjudandet till Anställda att ske på eller omkring den 2 oktober E.4 Betydande intressen och intressekonflikter E.5 Säljande aktieägare och lock up-avtal E.6 Utspädningseffekt med anledning av Erbjudandet E.7 Kostnader som åläggs investerare Bolaget och Huvudaktieägarna förbehåller sig rätten att, i samråd med Managers, när som helst dra tillbaka, avbryta eller upphäva Erbjudandet innan slutlig tilldelning efter eget gottfinnande (och oavsett skäl). Managers (och/eller deras dotterbolag) har från tid till annan tillhandahållit, och kan i framtiden tillhandahålla, investeringsbanktjänster och kommersiella banktjänster till Bolaget och dess dotterbolag i den löpande verksamheten, för vilken de kan ha fått och kan fortsätta att få sedvanliga arvoden och ersättningar. Danske Bank har ställt ut en checkräkningskredit som beskrivs vidare i avsnitt Managers kommer att erhålla ett transaktionsarvode i samband med Erbjudandet och har därigenom ett intresse i Erbjudandet. Säljande aktieägare erhåller likvid från försäljningen av befintliga aktier och har därigenom ett intresse i Erbjudandet. Bolaget, den Institutionella Aktieägaren och Kistefos Venture Capital II DA förväntas ingå ett åtagande som begränsar möjligheten att emittera, sälja, ingå option om att sälja, pantsätta, överlåta eller på annat sätt avyttra Aktier under sex månader efter den första handelsdagen, med vissa undantag. Säljande aktieägare (utöver den Institutionella Aktieägaren och Kistefos Venture Capital II DA), styrelseledamöter och företagsledningen, angivna i avsnitt 5.17förväntas ingå ett motsvarande åtagande under 12 månader från den första handelsdagen, med vissa undantag. Under antagande om att det slutliga priset i Erbjudandet fastställs inom det indikativa prisintervallet kommer den omedelbara utspädningseffekten av de Nya Aktierna i Erbjudandet hamna inom intervallet 16,7-18,8 %, beroende av det slutliga priset i Erbjudandet och antalet Nya Aktier som tilldelas i Erbjudandet. Ej tillämplig. Inga kostnader relaterade till Erbjudandet kommer att belastas investerare. 161

162 DEFINITIONS AND GLOSSARY The following definitions and glossary apply in this Prospectus unless otherwise dictated by the context, including the foregoing pages of this Prospectus PD Amending Directive Directive 2010/73/EU Additional Shares Anti-Money Laundering Legislation Application Form Application Period Articles of Association APM Audited Financial Statements Up to 1,839,113 additional shares sold pursuant to the over-allotment by the Stabilisation Manager, equalling up to 15 % of the number of Offer Shares to be sold in the Offering The Norwegian Money Laundering Act No. 11 of 6 March 2009 and the Norwegian Money Laundering Regulations No. 302 of 13 March 2009 The Retail Application form and the Employee Application Form collectively From 09:00 CET on 20 September 2017 until 16:30 CET on 27 September 2017, unless extended The articles of association of the Company Alternative Performance Measure as defined in ESMA Guidelines on Alternative Performance Measures dated 5 October 2015 The IFRS Annual Accounts and the N-GAAP Annual Accounts collectively B2B Business to Business Board of Directors or Board Bookbuilding Period CAGR The board of directors of the Company From 09:00 CET on 20 September 2017 until 16:30 CET on 27 September 2017, unless extended Compounded annual growth rate CEO Chief executive officer CFO Chief financial officer Company Infront ASA Corporate Governance Code The Norwegian Code of Practice for Corporate Governance dated 30 October 2014 Corporations Act The Corporations Act 2001 (Cwth) of Australia Director or Directors A member or members of the Board of Directors EEA Eligible Employees EMEA Employee Application Form The European Economic Area Includes, subject to applicable laws, all permanent employees, as of the date of this Prospectus, of Infront ASA and its subsidiaries, as well as consultants that are full-time engaged in the Group's business Europe, Middle East and Africa The application form to be used to apply for Offer Shares in the Retail Offering, attached as Appendix E to this Prospectus 162

163 Employee Offering An Employee Offering, in which Offer Shares are being offered to the Company s Eligible Employees and Norwegian members of the Board of Directors, subject to a lower limit of NOK 10,500 and an upper limit per application of NOK 2,499,999 for each Eligible Employee Employee Payment Date 29 September 2017 EU EU Prospectus Directive EUR Excess Allowance Forward-looking statements The European Union Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State. The lawful common currency of the EU member states who have adopted the EUR as their sole national currency Any part of the calculated allowance one year exceeding the dividend distributed on the share Statements made that are not historic and thereby predictive as defined in Section 4.3 "Forward-looking statements" FSMA Financial Services and Markets Act 2000 FTE Full-time equivalent General Meeting Greenshoe Option Group The Company's general meeting of shareholders The option expected to be granted to the Stabilisation Manager by the Institutional Shareholder to purchase a number of Shares equal to the number of Additional Shares at a price per share equal to the final Offer Price, exercisable, in whole or in part, on behalf of the Managers within a 30-day period commencing at the time at which trading in the Shares commences on Oslo Børs, alternatively Oslo Axess, to cover any overallotments of Shares The Company and its subsidiaries IAS International Accounting Standard IFRS IFRS Annual Accounts Interim Financial Statements Indicative Price Range International Financial Reporting Standards as adopted by the EU The financial statements for the years ended 31 December 2016 and 2015 prepared in accordance with IFRS and audited by BDO The Group's unaudited financial statements as of, and for the six month period ended, 30 June 2017 The indicative price range in the Offering of NOK 20 to NOK 23 per Offer Share Infront Institutional Offering Institutional Shareholder The Company and its subsidiaries An institutional offering, in which Offer Shares are offered (a) to institutional and professional investors in Norway and Sweden, (b) to investors outside Norway, Sweden and the United States, pursuant to applicable exemptions from local prospectus requirements and other filing requirements, and (c) in the United States to QIBs, as defined in Rule 144A under the U.S. Securities Act in transactions exempt from or not subject to registration requirements under the U.S. Securities Act, which is subject to a minimum application of NOK 2,500,000 Kistefos Venture Capital AS IPO Initial public offering 163

164 ISIN Securities number in the Norwegian Registry of Securities (VPS) Joint Bookrunners ABG Sundal Collier ASA and Danske Bank, Norwegian branch Kistefos Lending Option Listing Kistefos Venture Capital AS and Kistefos Venture Capital II DA The option expected to be granted to the Stabilisation Manager by the Institutional Shareholder to borrow a number of Shares equal to the number of Additional Shares in order to facilitate over-allotment The listing of the Shares on Oslo Børs, alternatively Oslo Axess M&A Mergers and acquisitions Management The Group's senior management team Managers ABG Sundal Collier ASA and Danske Bank, Norwegian branch MiFID II New Shares N-GAAP N-GAAP Annual Accounts NOK Directive 2014/65/EU Up to a number of new Shares in the Company offered pursuant to the Offering with gross proceeds of approximately NOK 100 million Norwegian Generally Accepted Accounting Principles The Group's financial statements for the years ended 31 December 2015 and 2014 prepared in accordance with N-GAAP and audited by BDO Norwegian Kroner, the lawful currency of Norway Non-Norwegian Corporate Shareholders Non-Norwegian Personal Shareholders Shareholders who are not resident in Norway for tax purposes Shareholders who are individuals not resident in Norway for tax purposes Norwegian FSA Norwegian Corporate Shareholders Norwegian Personal Shareholders Norwegian Public Companies Act Norwegian Securities Trading Act Offer Price Offer Shares Offering Over-Allotment Option Oslo Børs The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) Shareholders who are limited liability companies and certain similar corporate entities resident in Norway for tax purposes Personal shareholders resident in Norway for tax purposes The Norwegian Public Limited Companies Act of 13 June 1997 no. 45 (Nw.: allmennaksjeloven) The Norwegian Securities Trading Act of 29 June 2007 no. 75 (Nw: verdipapirhandelloven) The final offer price for the Offer Shares in the Offering The New Shares together with the Secondary Shares and the Additional Shares, being the Shares offered pursuant to the Offering The offering contemplated by this Prospectus, pursuant to the terms and conditions set out herein The Stabilization Manager's option to over-allot a number of Additional Shares equalling up to 15% of the number of Offer Shares Oslo Børs ASA or, as the context may require, Oslo Børs, a Norwegian regulated stock exchange operated by Oslo Børs ASA 164

165 Principal Shareholders Prospectus PwC Report Lindeman AS, Morten Lindeman, Nesbak AS, Kristian Nesbak, Kistefos Venture Capital AS and Kistefos Venture Capital II DA, collectively This Prospectus dated 19 September 2017, prepared in connection with the Offering and the Listing PwC: Market Assessment QIBs Qualified institutional buyers, as defined in Rule 144A under the U.S. Securities Act. R&D Research and development Relevant Member State Retail Application Form Retail Offering Each Member State of the EEA which has implemented the EU Prospectus Directive The application form to be used to apply for Offer Shares in the Retail Offering, attached as Appendix D to this Prospectus A retail offering, in which Offer Shares are being offered to the public in Norway and Sweden, which is subject to a minimum application amount of NOK 10,500 and a maximum application amount of NOK 2,499,999 per investor Retail Payment Date 29 September 2017 Rule 144A Rule 144A in the U.S Securities Act SaaS Secondary Shares Selling Shareholders Share(s) Stabilisation Manager Software as a service Up to 9,099,868 existing Shares in the Company offered by the Selling Shareholders in the Offering The Principal Shareholders and the other selling shareholders listed in Section 5.16 "Selling shareholders" Shares in the share capital of the Company, each with a par value of NOK0.10 or any one of them ABG Sundal Collier ASA U.S. Securities Act U.S. Exchange Act The United States Securities Act of 1933, as amended The U.S. Securities Exchange Act of 1934, as amended USD United States dollars, the lawful currency in the United States VPS The Norwegian Central Securities Depository (Nw: Verdipapirsentralen) VPS Registrar DNB Bank ASA 165

166 Appendix A These minutes have been prepared in both Norwegian and English. In case of any discrepancies between the versions, the Norwegian version shall prevail. Vedtekter for Infront ASA (org. nr ) (Vedtatt 30. mai 2017) 1 Selskapets navn er Infront ASA. Selskapet er et allmennaksjeselskap. 2 Selskapets forretningskontor er i Oslo. 3 Selskapets formål er: Utføre konsulentvirksomhet og utvikle programvare for salg. 4 Selskapets aksjekapital er NOK fordelt på aksjer, hver lydende på NOK 0,10. Selskapets aksjer skal registreres i verdipapirregister. 5 Selskapets styre skal ha fra 3 til 7 aksjeeiervalgte medlemmer etter generalforsamlingens nærmere beslutning. Ved stemmelikhet i styret har styreleder dobbeltstemme. 6 Selskapets firma tegnes av styrets leder alene eller to styremedlemmer i felleskap. Styret kan meddele prokura. 7 Selskapet skal ha en valgkomité. Valgkomiteen skal avgi innstillinger til generalforsamlingen om valg av aksjeeiervalgte medlemmer til styret, godtgjørelse til styrets medlemmer, valg av medlemmer til valgkomiteen og godtgjørelse til valgkomiteens medlemmer. Articles of association for Infront ASA (org. nr (Adopted 30 May 2017) 1 The company s name is Infront ASA. The company is a public limited liability company. 2 The company s registered office is in Oslo. 3 The company's business is: consultancy business and development of software for sale. 4 The company's share capital is NOK 2,165,003 divided on 21,650,030 shares, each with a par value of NOK The company s shares shall be registered in a securities registry. 5 The company s board of directors shall consist of 3 to 7 shareholder-elected members pursuant to the general meeting's further resolution. The chairman of the board carries a double vote in the event of a tie. 6 The signing rights of the company are allocated to the chairman of the board acting alone or two board members acting jointly. The board may grant procuration. 7 The company shall have a nomination committee. The nomination committee shall make recommendations to the general meeting regarding election of shareholderelected members of the board of directors, remuneration to the members of the board of directors, election of members to the nomination committee and remuneration to the 1/2

167 Appendix A members of the nomination committee. Valgkomiteen skal bestå av to til tre medlemmer som skal være aksjeeiere eller representanter for aksjeeiere. Valgkomiteens medlemmer, herunder valgkomiteens leder, velges av generalforsamlingen for en periode på to år. Godtgjørelse til valgkomiteens medlemmer fastsettes av generalforsamlingen. 8 Aksjeeiere som vil delta på generalforsamlingen skal meddele dette til selskapet innen fem dager før generalforsamlingen. Ved erverv av aksjer kan retten til å delta og stemme på generalforsamlingen bare utøves når ervervet er innført i aksjeeierregisteret den femte virkedagen før generalforsamlingen. Dokumenter som gjelder saker som skal behandles på generalforsamlingen trenger ikke sendes til aksjeeierne dersom dokumentene er gjort tilgjengelige for aksjeeierne på selskapets internettsider. Dette gjelder også dokumenter som etter lov skal inntas i eller vedlegges innkallingen til generalforsamlingen. Styret kan bestemme at aksjeeierne skal kunne avgi sin stemme skriftlig, herunder ved bruk av elektronisk kommunikasjon, i en periode før generalforsamlingen. 9 Den ordinære generalforsamling skal behandle: 1) Godkjennelse av årsregnskapet og årsberetningen, herunder utdeling av utbytte; og 2) Andre saker som etter loven eller vedtektene hører under generalforsamlingen. The nomination committee shall consist of two to three members who shall be shareholders or representatives of shareholders. The members of the nomination committee, including the chairman of the nomination committee, are elected by the general meeting for a term of two years. Remuneration to the members of the nomination committee is determined by the general meeting. 8 Shareholders who want to participate at the general meeting shall notify the company thereof within five days prior to the general meeting. Upon acquisition of shares, the right to participate and vote at the general meeting may only be exercised if the acquisition is recorded in the shareholder registry the fifth business day prior to the general meeting. Documents relating to matters which shall be considered at the general meeting need not be sent to the shareholders if the documents are made available to the shareholders on the company s websites. This also applies for documents which according to law shall be included in or attached to the notice to the general meeting. The board of directors may decide that shareholders may submit their votes in writing, including by use of electronic communication, in a period prior to the general meeting. 9 The company s annual general meeting shall consider the following: 1) Approval of the annual accounts and annual report, including distribution of dividend; and 2) Other matters which according to law or articles of association shall be dealt with by the general meeting. 2/2

168 2016 Annual report Appendix B1

169 Appendix B1 TABLE OF CONTENTS INFRONT AT A GLANCE... 1 CHIEF EXECUTIVE LETTER... 3 PRODUCTS AND SERVICES... 5 MANAGEMENT TEAM... 8 BOARD OF DIRECTORS... 9 REPORT FROM THE BOARD OF DIRECTORS STATEMENT BY THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER CONSOLIDATED GROUP ANNUAL ACCOUNTS REPORT PARENT COMPANY ANNUAL ACCOUNTS REPORT

170 Appendix B1 INFRONT AT A GLANCE OUR HISTORY Infront was founded in 1998 as a market data and trading solutions provider for financial professionals. We provide a unique combination of real-time global market data, news, analytics and trading tools. With proven solutions developed by industry experts over the last 20 years and with product development driven by our clients' business needs we have delivered and developed technology that keeps our clients ahead of the game. Over subscribers in more than 50 countries worldwide rely upon our services. The Infront terminal has become the most intuitive and flexible financial data terminal available, helping institutions reduce costs, adapt to fast changing market requirements and work more effectively with increasing amounts of information. Infront has approximately 100 employees in Oslo, Stockholm, Copenhagen, London, Paris, Johannesburg and Cape Town Infront founded 1999 Public launch 2001 Electronic trading features 2003 Exceeds 1000 users 2004 Expands with opening of Danish office, the first expansion outside of Norway 2005 Office in Stockholm 2008 Acquires Nyhetsbyrån Direkt, the Swedish newswire from Bisnode 2012 Acquires Infinancials and expands to France 2014 Exceeds users 2015 First office outside the Nordics (London) 2016 Acquires TDN Finans from NHST Media Group 2016 First offices outside Europe (Johannesburg and Cape Town)

171 Appendix B1 EBITDA (NOK 1.000)

172 Appendix B1 CHIEF EXECUTIVE LETTER Kristian Nesbak CEO We promised that 2016 would be a breakthrough year for Infront, and it was. With several major investments and key events occurring, we delivered strong results in line with our expectations: annual top-line growth of 9.0 % and an EBIT increase of 38.3 %, in comparison to our financial results of 2015, show that we are continuing to make significant progress towards our long-term objectives. Highlights from 2016 We are building from a position of strength in our core business and continue to build great strategic partnerships with content and technology partners that enhances our services to our customers. In the past year, the strategic alliance with SIX Financial Information was a key milestone for Infront. As a direct result, we were delighted to welcome a large group of new customers who upgraded from SIX Edge to the Infront terminal. We also strengthened our solutions with better global reference and market data and additional exchanges from SIX. Furthermore, the news agency SIX News merged with Nyhetsbyrån Direkt to form the leading financial news agency in the Nordics, Direkt, owned by the Infront Group was also the year during which we acquired TDN Finans, the leading financial news agency in Norway, making financial news a more prominent part of our business. The alliance with SIX, together with our prevalent estimates, news and analytics solutions, strengthened Infront s position as the number one choice for Nordic financial professionals. Among other 2016 highlights, we ramped up our expansion plans by opening our first offices outside of Europe. With our substantial customer base in the South African market, we further strengthened our position by opening two local offices supporting and stimulating local business. We believe there is huge potential for growth in South Africa for our services and are excited to see immediate results in this market. With four major product releases per year and innovation being at the core of our DNA, we are constantly seeking to innovate and improve our products. Infront invested substantial resources in research and development to enhance our applications and technology infrastructure, develop new features, conduct quality assurance testing and improve our core technology. In 2016, we released the most intuitive and effective version of the Infront terminal to date with enhancements like heat map, noise reduction, auto-updates and improved Excel integrations. We also introduced two new

173 Appendix B1 editions, the Treasury edition aimed at users with advanced needs within Fixed Income, Money Market and FX, and the Infront Web Trader edition, a modern, cutting-edge, web-based trading solution aimed at brokers and banks. We concluded 2016 with over subscribers in more than 50 countries. This proves that Infront has come a long way to achieve our goal of not only being the Nordic leader, but also becoming a leading European provider of financial terminals. Onward and upward While pleased with the significant progress we made in 2016, we are driven to go further. As we look to the future, technology and innovation provides us with the opportunity to address changing customer preferences and trends. Businesses are increasingly taking control of their market data expenditure and looking for new ways to reduce their market data costs. We are positive about this trend and our product being able to deliver great value for money. Our approach at Infront is straightforward: We are disrupting ourselves by expanding our business model. Our product innovation is led in collaboration with our customers, which is a very important part of our business strategy. The Infront terminal has become the most intuitive and flexible financial data terminal, helping institutions adapt to fast changing market requirements and work more effectively with increasing amounts of information. Demand remains high for the Infront Professional terminal, further reinforcing our optimism and motivation to continue deliver great solutions with the most innovative technology. The entire Infront team is committed to transform and strengthen Infront in We expect great things for Infront s future and are proud to participate as one of the most prominent Fintech players in the European market. Thank you for your support and for being a part of this exciting journey. Kristian Nesbak Member, CEO

174 Appendix B1 PRODUCTS AND SERVICES Infront provides market data, trading solutions, and news for finance professionals and private investors. The Infront Group consists of the following product areas: Infront Professional terminal Trading / EMS Infront Professional terminal Market data and analytics Retail trading solutions Equity analytics and consensus data Financial news

175 Appendix B1 The Infront Professional terminal The Infront Professional terminal combines real-time global market data, news, analytics and electronic trading in a modern, intuitive user interface. One of the key strengths of the terminal is that it is fast and effective to use, while still being very powerful and flexible. The terminal covers all asset classes, with global market data from exchanges, news agencies and specialist services. In addition to real-time data and news, with full order-depth, tick-by-tick consolidated views, alerts, charting etc. the terminal also offers advanced analytical modules for equities, bonds, foreign exchange and options. The terminal can be extended by integrating it with Excel, Portfolio Management Systems and collaboration-platforms like Symphony. The Infront Professional terminal is available for Windows, Android, iphone and ipad, and in a Web version. While the Windows version is currently the most powerful, Infront has accelerated the shift towards a full-blown Web version that will be fully cloud-based and platform independent. The Infront Professional terminal can be integrated with a bank or brokerages trading infrastructure to provide a powerful trading front-end for their institutional clients. Infront is also offering the terminal directly to buy-sides, with the capability to trade with up to 600 counter-parties, through partner networks such as Ullink NYFIX. The data stems from more than 80 exchanges, MTFs, Dark Pools, Systematic internalisers, interdealer brokers among other sources. With close to 50 % of the trades taking place outside the primary exchanges, Infront s terminal provides access to understand where, when and how instruments are trading. Retail trading solutions Infront retail trading solutions enables banks or brokerages to integrate Infront's front-ends with their trading infrastructure and offer Infront's advanced front-ends to their premium retail clients. With Infront's Web technology the bank/brokerage can also integrate streaming, white-labelled HTML5- widgets directly into their web site. These solutions can be managed and hosted by Infront and thus outsourcing the whole stack of market data and front-end management and development. Retail trading solutions are sold on a project-basis. Contracts tend to run from twelve to thirty-six months. The product is sold as a SaaS, usually combined with some up-front consulting work.

176 Appendix B1 Consensus estimates and analytics Infront Analytics allows for deep digging with several analytic tools for equities, funds, fixed income, derivatives, and FX. It makes it possible to screen, compare and analyse globally listed companies with fundamentals, consensus estimates and ratios, combined with powerful, own tools for Excel. It facilitates visualization of the markets with advanced charting tools to make better investment decisions. Market insight is secured by access to time-series on more than 4 million instruments, from intraday tick-by-tick to years of history. Overview of corporate actions, news and research directly in the chart, customizable with studies, annotations and sharable with a single click. The Infront Analytics product is both sold as a stand-alone product by its subsidiary Infinancials SA and as part of the Infront Terminal. The product is sold as a Software as a Service. News agency Infront provides easy access to real-time financial news through its subsidiaries TDN Finans and Nyhetsbyrån Direkt as well as other third-party partners. It also has regulatory news, in-depth research and social media integrated in its user interface. The news engine includes powerful search-, filtering- and alert tools, combined with an historical archive that makes it possible for the user to gain the desired insight.

177 Appendix B1 MANAGEMENT TEAM Chief Executive Officer, Kristian Nesbak Kristian Nesbak was one of the founders of Falcon, who became the market leader in financial information services in Norway and Sweden. In 1994, Reuters purchased Falcon, and Kristian became responsible for their Internet products in the Nordic countries. Kristian founded Infront together with Morten Lindeman in Chief Technology Officer, Morten Lindeman Morten Lindeman has experience in the financial/it industry from Falcon and Reuters. He developed consumer applications and distribution systems for real-time information. He is a specialist in market data and trading systems. Morten founded Infront together with Kristian Nesbak in Chief Financial Officer, Max Hofer Max Hofer joined Infront in December He previously served as the CFO of a fast-growing technology company and has experience from Private Equity. He started his career at McKinsey & Company, working on corporate finance-related projects for clients across Europe. Chief Information Officer, Espen Øverbye Espen joined Infront in He has over 15 years of experience within software development, both as a consultant and in leadership roles at Point Carbon and most recently Thomson Reuters, where he headed application development for commodities and energy products. Head of Sales, Joachim Rosli Joachim Rosli has been with Infront since He has more than 15 years experience from the financial service industry including business development, product management, project management, partner management and market data procurement. Head of Product Management, Martin Holtet Martin Holtet joined Infront in He has more than 20 years experience from the software industry. In his previous roles before Infront, he has been developer, project manager, and most recently a development manager for a financial services company.

178 Appendix B1 BOARD OF DIRECTORS Gunnar Jacobsen Chairman Kristian Nesbak Member, CEO Morten Lindeman Member Benjamin Jonathan Christoffer Røer Member

179 Appendix B1 REPORT FROM THE BOARD OF DIRECTORS 2016 was an exciting year for Infront. Among other highlights, Infront grew in several new markets, acquired the financial news agencies TDN Finans and SIX News, opened two new offices in South Africa, went into a strategic alliance with SIX Financial Information and released some major product improvements. Corporate overview Organisation Infront offers electronic trading solutions and real-time market data, news and analytics covering over eighty exchanges worldwide. It has offices in Oslo, Stockholm, Copenhagen, London, Paris, Johannesburg and Cape Town. At the end of 2016, Infront had 106 full time employees, compared to 93 full time employees in Board of Directors composition At the Annual General Meeting on June , Gunnar Jacobsen was re-elected as the chairman of the Board of Directors. Benjamin Jonathan Christoffer Røer, Kristian Nesbak and Morten Lindeman were re-elected as members of the Board of Directors. Financial summary Infront s operating revenue grew by 9.0 % to NOK million in 2016 (2015: NOK million). Operating expenses increased by 6.8 % to NOK million (2015: NOK million) due to costs related to M&A processes, normal cost increases and the addition of TDN Finans AS to the Group. Infront delivered an EBITDA of NOK 31.4 million (2015: NOK 25.8 million), an annual increase of 21.7 %. Profit before income taxes ended at NOK 16.1 million (2015: NOK 10.0 million). Income taxes were NOK 3.3 million (2015: NOK 0.3 million), and the profit for the period was NOK 12.8 million (2015: NOK 9.6 million). Earnings per share were NOK 5.9 (2015: NOK 4.5). Net cash flow from operating activities in 2016 totalled NOK 29.9 million (2015: NOK 31.0 million). Infront s cash balance at the end of 2016 was NOK 35.9 million (2015: NOK 36.4 million). The Company s equity ratio stands at 22.5% per The Company s two founders have two seats on the Board of Directors and hold 59.5% of the shares in Infront AS. Kistefos AS has two seats on the Board of Directs, including the Chairman, and holds 31.3% of the shares.

180 Appendix B1 Going concern In accordance with the Accounting Act 3-3a, we confirm that the financial statements have been prepared under the assumption of going concern. This assumption is based on profit forecasts for the year 2017 and the Group s long-term strategic forecasts. The Group s economic and financial position is sound. Revenue Infront s operating revenue grew by 9.0 % to NOK million in 2016 (2015: NOK million), Revenue in the terminal subscription and financial news segment grew by 9.0 % to NOK million (2015: NOK million). In the consulting services segment revenue grew by 18.5 % to NOK 4.4 million (2015: NOK 3.7 million). The revenue distribution by country was as follows: Other countries 24 % Norway 15 % UK 1 % France 3 % Denmark 6 % Sweden 51 % Revenue in the parent company (Infront AS) grew by 11.4 % to NOK million (2015: NOK million).

181 Appendix B1 Corporate social responsibility Creating a responsible and sustainable business is of high importance to Infront. Much of Infront s focus is its employees and creating a good work environment. Infront has an informal and relaxed work culture based on mutual trust, respect and cooperation, where contributions are recognized and achievements are celebrated. Equal rights Infront strongly condemns discrimination based gender equality, ensure equal opportunities and rights, and to prevent discrimination due to ethnicity, national origin, descent, skin colour, language, religion and faith. It prides itself on being an international organisation, where innovation and teamwork take place across borders and time zones. With English being the working language, Infront is hiring to most positions without any need of local language skills. Infront continually works to improve the gender balance in the company. At the end of 2016, 23 % of the staff were women. For the Board of Directors, the distribution in 2016 was zero women and four men. Health and safety Infront strives to create a safe, healthy and innovative work environment. Infront is lucky to have a team of highly skilled colleagues, many of them from the core team founding the company in 1998, contributing to a work culture based on cooperation and companionship. Although, with a strong focus on results and innovation. All employees are expected to comply with safety and health regulations that apply to the business activities. Infront emphasises the importance of a healthy work-life balance and supports home office facilities. Infront has a low absence due to sick leave, with an average of 1 % in In 2016, Infront had a global turnover of 16 %. There have been no reports of work related accidents or injuries in Environment Infront is not aware of any negative impact of its operations on the environment. Corporate governance Infront s framework for corporate governance is intended to decrease business risk, maximise value and utilise Infront s resources in an efficient, sustainable manner, to the benefit of shareholders, employees and society at large. The corporate governance framework of Infront is subject to annual reviews and discussions by the board of directors. Infront s corporate governance policy is based on, and complies with, the Norwegian Corporate Governance Code. Infront is incorporated and registered in Norway and is subject to Norwegian law.

182 Appendix B1 Risk factors Financial risk The majority of financial risk that Infront is exposed to relates to currency risk. Both revenue and operating expenses are exposed to foreign exchange rate fluctuations, especially SEK as a significant part of the revenues are in this currency. In 2016, approximately 52.6 % of revenues were in SEK, 32.0 % in NOK, 10.6 % in DKK and 4.7 % in EUR. Infront did not enter into contracts or other agreements in 2016 to reduce its currency risk and thus its operational market risk. Credit risk The risk of losses on receivables is considered low. Liquidity risk The Board of Directors considers Infront s liquidity to be very solid. Competition Infront operates within a highly competitive sector with some of the largest financial technology firms in the world. Some of these have significantly larger financial resources and headcount than Infront has. Still, Infront has expanded its business by thinking smarter than many of its competitors and by focusing on its core strengths: delivering great technology and customer-driven innovative solutions. Data-center risk Infront s services are dependent on the continuous operation of computers and telecommunication equipment, hosted in datacentres in Oslo, Stockholm and London. To mitigate the risk of Infront s services being unavailable, business critical services are live-live with automatic switchover. Databases and backups are replicated between the different locations, and the system has no single component that can take the service down for all customers. Infront is providing a premium realtime service and downtime can seriously hurt the reputation as well as increase the risk of investment loss claims from customers. The most realistic major scenario would be network routing problems at a regional line provider with the impact of temporarily limiting access to a set of customers. Infront is constantly working on methods to prevent incidents that can have major impact for its customers. Infront has policies in place to make sure all new implementations are following a design pattern configured with failover solutions.

183 Appendix B1 Product development As a market leader in the financial terminal space, research and development ( R&D ) is seen as critical to sustain continued innovation. Infront invests substantial resources in R&D to enhance the applications and technical infrastructure, develop new features, conduct quality assurance testing and improve the core technology. The R&D team is primarily located in Oslo and by year-end 2016, it comprised of 25 employees. Product management, Sales, and R&D are working in close cooperation to innovate and deliver continuous product improvements in a lean and efficient manner. Dividend policy Infront expects to create value for its shareholders by combining increased share value in a longterm perspective and distribution of dividends. Infront aims to give its shareholders a competitive return on invested capital relative to the underlying risks. The Board of Directors will initially target a dividend ratio of 50 % of the Group s consolidated net income from and including The target level will be subject to adjustments depending on possible other uses of funds as for instance M&A activity. The annual general meeting resolves the annual dividend, based on the proposal by the board of directors. The amount proposed sets an upper limit for the general meeting's resolution. Future outlook The Board of Directors remains positive about Infront s overall growth prospects. In addition to continued growth in the Nordics, Infront aims to accelerate its growth in the rest of Europe and South Africa. By expanding to countries with larger financial services sectors than in the Nordics, Infront will be able to increase its revenue substantially by capturing even a small fraction of these markets. Infront aims for a non-nordic revenue share of at least 30 % by Infront is continuing product R&D to support the development and opportunities in the market. EU regulations are currently a driving factor in the industry, and the MIFID II regulation, which will be implemented in 2018, will force more OTC trading toward the more regulated markets. In addition, Infront will provide its clients with automated systems for coping with the regulatory burden. By continuing to focus on research and development, Infront aims to improve its technological value proposition. The cloud-based technology will continue to bring a competitive advantage through easy access across all devices for all users. Furthermore, by developing new SaaS solutions directly with the IT department of major customers, Infront will be able to leverage existing customer relationships.

184 Appendix B1 Allocations of net income The Board of Directors has proposed the net income of Infront AS to be attributed to: Retained earnings NOK Net income allocated NOK The proposal reflects the owners desire to strengthen the equity position of the company. Oslo, April 10, Gunnar Jacobsen Chairman Benjamin Jonathan Christoffer Røer Member Kristian Nesbak Member, CEO Morten Lindeman Member

185 Appendix B1 STATEMENT BY THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER The Board of Directors and the Chief Executive Officer have reviewed and approved the Board of Director s report and the financial statement for Infront as of December 31, The consolidated financial statements and the financial statements for the parent company have been prepared in accordance with applicable reporting standards. To the best of our knowledge, we confirm that the information in the following financial statements provides a true and fair view of the Group and the parent company s assets, liabilities, financial position and profits as a whole as of December 31, It also provides a true and fair view of the financial performance and position of the Group and the parent company, as well as a description of the principal risks and uncertainties facing the Group and the parent company. Oslo, April 10, Gunnar Jacobsen Chairman Benjamin Jonathan Christoffer Røer Member Kristian Nesbak Member, CEO Morten Lindeman Member

186 Appendix B1 CONSOLIDATED GROUP ANNUAL ACCOUNTS REPORT 2016 Consolidated income statement Year ended 31 December (NOK 1.000) Note Revenues Total operating revenues Cost of services rendered Salary and personnel costs 5,6, Other operating expenses 4, Depreciation, amortisation and net impairment losses 7, Total operating expenses Operating profit Financial income Financial expenses Financial income/(expenses) - net Profit before income tax Income tax expense Profit for the year Profit is attributable to: Owners of Infront AS Earnings per share Basic and diluted earnings per share

187 Appendix B1 Consolidated statement of comprehensive income Year ended 31 December (NOK 1.000) Note Profit for the year Other comprehensive income (net of tax): Exchange differences on translation of foreign operations Total comprehensive income for the year Total comprehensive income is attributable to: Owners of Infront AS

188 Appendix B1 Consolidated statement of financial position (NOK 1.000) Note ASSETS Non-current assets Equipment and fixtures Intangible assets Goodwill Deferred tax asset Pension assets Receivables Total non-current assets Current assets Trade and other receivables 14, Cash and cash equivalents 14, Total current assets TOTAL ASSETS

189 Appendix B1 (NOK 1.000) Note EQUITY AND LIABILITIES Equity Share capital Share premium Treasury shares Other equity Total equity attributable to owners of the parent Non-controlling interests Total equity Non-current liabilities Borrowings Derivative financial instruments Pension liabilities Deferred tax liabilities Other non-current financial liabilities Total non-current liabilities Current liabilities Borrowings Trade and other payables 14, Other current financial liabilities Deferred revenue Current tax liabilities Total current liabilities Total liabilities TOTAL EQUITY AND LIABILITIES

190 Appendix B1 Oslo, April 10, Gunnar Jacobsen Chairman Benjamin Jonathan Christoffer Røer Member Kristian Nesbak Member, CEO Morten Lindeman Member

191 Appendix B1 Consolidated statement of cash flows (NOK 1.000) Cash flows from operating activities Profit (loss) before tax Adjustments for Taxes paid, net of government grants Depreciation, amortisation and net impairment losses Pension expense without cash effect Losses/(gains) on disposal of tangible assets 0 0 Change in operating assets and liabilities, net of effects from purchase of controlled entities Change in trade receivable and other receivables Change in provisions 0 0 Change in deferred revenue Change in trade and other payables Net cash inflow from operating activities Cash flows from investing activities Payment for acquisition of subsidiary, net of cash acquired Payment for property, plant and equipment Payment for software development costs Receipt of government grants Cash flow from other investing activities 0 0 Net cash (outflow) from investing activities Cash flows from financing activities Proceeds from issuance of ordinary shares Proceeds from borrowings Payment for shares bought back 0 0 Sale of treasury shares Dividends paid Net cash (outflow) from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents 1 January Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents 31 December

192 Appendix B1 Consolidated statement of changes in equity Share Share Treasury Translation Retained Total (NOK 1.000) Note capital premium shares differences Earnings equity Balance at 1 January Profit/loss for the year Currency translation differences Purchase of Treasury shares Dividend Balance at 31 December Profit/loss for the year Currency translation differences Sale/purchase of own shares Capital increase Balance at 31 December

193 Appendix B1 Note 1.1 Accounting principles General information Infront AS, the parent company of the Infront Group (the Group) is a limited liability company incorporated and domiciled in Norway, with its head office in Fjordalléen 16, 0250 Oslo. The Group is a leading market data and trading solution provider in the Nordics. The Infront terminal is an intuitive and flexible terminal within the financial markets offering global real-time market data, trading, news and analytics covering global markets. In addition, the Group comprises of the leading financial news agencies in Sweden and Norway. These consolidated financial statements have been approved for issuance by the Board of Directors on 10 April 2017 and is subject to approval by the Annual General Meeting on 19 April Basis of preparation With effect for the 2016 financial statement, the Group has elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS), relevant interpretations and additional requirements following the Norwegian Accounting Act as of 31 December References to "IFRS" in these financial statements mean IFRS as adopted by the EU. These are the first annual financial statements prepared in accordance with IFRS, and IFRS 1 First time adoption of IFRS has been applied. Please refer to note 26 for the effects of transition to IFRS. The date of transition was 1 January Summary of significant accounting policies The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. The financial statements have been prepared on a historical cost basis, except for fair value of contingent considerations in business combinations. The consolidated financial statements are presented in Norwegian kroner (NOK). Accounting policies and basis of consolidation Business combinations Business combinations are accounted for using the acquisition method (in accordance with IFRS 3 Business Combinations) at the acquisition date, which is the date on which control is transferred to the Group. Costs related to the acquisition that the Group incurs in connection with a business combination are expensed as incurred.

194 Appendix B1 Subsidiaries Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Intercompany transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Noncontrolling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet, respectively. Foreign currency Foreign currency transactions and balance Transactions in foreign currencies are translated to the respective functional currencies of the Group entities at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the exchange rate on that date. Foreign exchange translation differences are recognized as part of financial items in profit or loss. Foreign operations The results and balance sheet items of subsidiaries that have a functional currency different from the Group s presentation currency (NOK) are translated to NOK as follows: Assets and liabilities, including goodwill and applicable consolidation adjustments, for each balance sheet presented, are translated at the closing rate on the date of that balance sheet Income and expenses for each income statement are translated at the average exchange rates for the year, calculated on the basis of four quarterly average rates Foreign exchange translation differences arising from this translation are recognized in other comprehensive income, and presented as a separate component in equity. These translation differences are reclassified to the income statement upon disposal or liquidation of the related

195 Appendix B1 operations. All historical translation differences were set to zero at the date of transition to IFRS in accordance with IFRS 1. Intangible assets Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group s share of the net identifiable assets. Goodwill is allocated to cash generating units (CGU) and not amortized, but tested for impairment at least annually. Customer contracts Customer contracts acquired as a part of a business combination are recognized at their fair value at the date of acquisition and are subsequently amortised on a straight-line basis over their estimated useful lives. Useful life is estimated based on the timing of projected cash flows of the contracts. Research and development Expenditure on research is expensed as incurred. Expenditure on development activities is capitalised if the project is technically and commercially feasible, the Group has sufficient resources to complete development, and is able to measure reliably the expenditure attributable to the intangible asset during its development. The expenditure capitalized includes primarily direct labour attributable to preparing the asset for use. Capitalized development expenditure is stated at cost less accumulated amortization and impairment losses. Straight-line amortization is applied over the estimated useful life of the asset, from the date it is available for use. The carrying value of capitalized development is reduced by government grants when applicable. Impairment Cash generating unit A cash-generating unit (CGU) is the smallest identifiable Group of assets that generates cash flows that are largely independent of cash inflows from other assets or Groups of assets. In order to identify whether cash flows from an asset (or a Group of assets) are independent of cash flows from other assets (or Groups of assets), management assesses various factors, including how operations are monitored (note 3). Each CGU or Group of CGUs to which goodwill has been allocated represent the lowest level in the entity where goodwill is monitored for internal management purposes. The Group of CGUs are in all instances no larger than an operating segment as defined in IFRS 8 Operating Segments.

196 Appendix B1 Financial assets Financial assets, primarily trade receivables, valued at amortised cost are written down when there is objective evidence that it will be unable to recover balances in full. The impairment loss is recognized in the statement of comprehensive income. The reversal of a previous impairment loss is presented as income. Non-financial assets Carrying amounts of intangible assets and equipment and fixtures are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset s recoverable amount is estimated. Goodwill and intangible assets with indefinite useful life are tested for impairment annually or more frequent if impairment indicators are identified. An impairment loss is recognized if the carrying value of an asset or cash generating unit exceeds its recoverable amount. The recoverable amount of an asset or a CGU is the highest of their estimated fair value less cost to sell and value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets are Grouped together into the smallest Group of assets that generate cash flows independently of other assets or CGUs. Subject to the operating segment limit, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed, reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill is allocated to Groups of CGUs that are expected to benefit from the business combination in which the goodwill arose. Impairment loss recognition Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (or Group of CGUs) and then, to reduce the carrying amount of the other nonfinancial assets in the CGU (or Group of CGUs) on a pro rata basis. An impairment loss on goodwill is not reversed. An impairment loss on other assets is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

197 Appendix B1 Equipment and fixtures Equipment and fixtures are stated at historical cost less accumulated depreciation and any impairment charges. Depreciations are calculated on a straight-line basis over the assets expected useful life and adjusted for any impairment charges. Expected useful lives are reviewed annually and, where they differ significantly from previous estimates, depreciation periods are changed accordingly. Ordinary repairs and maintenance costs are charged to the income statement during the financial period in which they are incurred. Gains and losses on disposals are determined by comparing the disposal proceeds with the carrying amount and are included in operating profit. Equipment and fixtures are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount. The difference between the assets carrying amount and its recoverable amount is recognized in the income statement as impairment. Property, plant and equipment that have suffered impairment are reviewed for possible reversal of the impairment at each reporting date. Financial instruments Financial assets For the periods presented, the Group's financial assets are all classified as loans and receivables. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are initially recognized at fair value, plus any attributable transaction costs, and are subsequently carried at amortized cost using the effective interest method, less any impairment losses. The Group s loans and receivables comprise trade debtors and other receivables in the statement of financial position. The Group initially recognizes loans and receivables on the date that they originate. Financial assets are derecognized when the rights to receive cash flows from the instrument have expired or have been transferred and the Group has substantially transferred all risks and rewards of ownership. Financial assets and liabilities are offset and the net amount presented only when the Group has the legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. Financial liabilities The Group has financial liabilities measured at amortized cost. Financial liabilities at amortized cost comprise largely accounts payable and other current liabilities. These obligations are initially recognized at fair value less transaction costs, and subsequently measured at amortized cost through using the effective interest method.

198 Appendix B1 Classification of current and non-current items An asset is classified as current when it is expected to be realized or sold, or to be used in the Group s normal operating cycle, or falls due or is expected to be realized within 12 months after the end of the reporting period. Other assets are classified as non-current. Liabilities are classified as current when they are expected to be settled in the normal operating cycle of the Group or are expected to be settled within 12 months of the end of the reporting period, or if the Group does not have an unconditional right to postpone settlement for at least 12 months after the balance sheet date. Trade receivables and other current receivables Trade receivables and other current receivables are initially recognized at fair value plus any transaction costs. The receivables are subsequently measured at amortized cost using the effective interest method, if the amortization effect is material, less provision for impairment. Cash and cash equivalents Cash and the equivalents include cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three months or less. The overdraft facility is not included as cash and cash equivalents in the statement of cash flows. Trade creditors Trade creditors are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, if the amortization effect is material. Taxes The tax expense consists of the tax payable and changes to deferred tax. Tax is recognized in the income statement, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity. Deferred tax assets and liabilities are calculated on the basis of temporary differences between the carrying amount of assets and liabilities in the financial statement and their tax basis, together with tax losses carried forward at the balance sheet date. Deferred tax assets and liabilities are calculated based on the tax rates and tax legislation that are expected to apply when the assets are realized or the liabilities are settled, based on the tax rates and tax legislation that have been enacted or substantially enacted on the balance sheet date. Deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be available, against which the assets can be

199 Appendix B1 utilized. Deferred tax assets and liabilities are not discounted. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity. The companies included in the consolidated financial statement are subject to income tax in the countries where they are domiciled. Revenue recognition Revenue is recognized when it is probable that transactions will generate future economic benefits that will flow to the company and the amount can be reliably estimated. Revenues are presented net of value added tax, discounts and after eliminating sale within the Group. License to access software The Group s main source of income is granting access to its proprietary software including market data, for maintaining the software and providing user support. The income is recognized on an accrual basis in accordance with the substance of the agreement with the customer. Both maintenance and providing user support are activities that are performed an indeterminate number of times over the period of contract. The revenue is recognized on a straight-line basis over the period of the contract. News services Distribution of news is a subscription-based service and revenue is recognized on a straight-line basis over the subscription period. Consulting services Consulting services mainly includes revenues related to the implementation of software projects. Furthermore, the Group may provide general market data and systems-related consulting services on an ad-hoc basis. The revenue is recognized based on the percentage of completion method. Segments The Group's executive management and Board of Directors examines the Group's performance on a total level and by entity and has identified three reportable segments of its business. The financial information relating to segments and geographical distribution is presented in note 3.

200 Appendix B1 Employee benefits Pension plans Obligations for contributions to defined contribution pension plans are recognized as an expense in the income statement as incurred. Provisions A provision is recognized when the Group has an obligation (legal or self-imposed) as a result of a previous event, it is probable (more likely than not) that a financial settlement will take place as a result of this obligation and the size of the amount can be measured reliably. If the effect is considerable, the provision is calculated by discounting estimated future cash flows using a discount rate before tax that reflects the market s pricing of the time value of money and, if relevant, risks specifically linked to the obligation. Restructuring provisions are recognized when the Group has approved a detailed, formal restructuring plan and the restructuring has either started or been publicly announced. Contingent liabilities and assets Contingent liabilities are not recognized in the annual accounts, except when part of the consideration of a business combination. Significant contingent liabilities are disclosed, except for contingent liabilities that are unlikely to be incurred. Contingent assets are not recognized in the annual accounts but are disclosed if there is a certain probability that a benefit will be added to the Group. Events after the reporting period New information on the Groups financial position on the end of the reporting period, which becomes known after the reporting period, is recorded in the annual accounts. Events after the reporting period that do not affect the company s financial position on the end of the reporting period but which will affect the company s financial position in the future are disclosed if significant. Leases Financial leases Leases where the Group assumes most of the risk and rewards of ownership are classified as financial leases. The Group currently does not have any such leases.

201 Appendix B1 Operating leases Leases in which most of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the lease. Government grants Government grants are recognized when it is reasonably certain that the company will meet the conditions stipulated for the grants and that the grants will be received. Operating grants are recognized systematically during the grant period. Grants are deducted from the cost, which the grant is meant to cover. Investment grants are capitalised and recognized systematically over the asset s useful life. Investment grants are recognized either as deferred income or as a deduction of the asset s carrying amount. Cash flow statement The cash flow statement is presented using the indirect method. Cash and cash equivalents includes cash and bank deposits. Receipts and payments are presented separately for investing and financing activities, whilst operating activities include both cash and non-cash line items. Interest received and paid and dividends received are reported as part of operating activities. Dividends paid are presented as part of financing activities. Note 1.2 New standards and interpretations not yet adopted IFRS 15 Revenue from contracts with customers IASB and FASB have published a new joint standard for revenue recognition, IFRS 15 Revenue from Contracts with Customers. The standard was endorsed by the EU in September The standard replaces all existing standards and interpretations for revenue recognition. The core principle of IFRS 15 is that revenue is recognized to reflect the transfer of contracted goods or services to customers, and then at an amount that reflects the consideration the company expects to be entitled to in exchange for those goods or services. With a few exceptions, the standard applies to all incomegenerating contracts with customers and provides a model for the recognition and valuation of the sale of certain non-financial assets (e.g. sale of property, plant and equipment). The Group is also considering the clarifications in IFRS 15 issued by the IASB in April 2016 and will follow up any further changes to the standard.

202 Appendix B1 IFRS 15 is to be implemented either by applying the fully retrospective method or the modified retrospective method. The standard has accounting effect from 1 January The Group has used IFRS 15 as a guidance in its first time adoption of IFRS, but without being able to state that all IFRS 15 requirements are complied with, including note disclosures. Based on this, the Group s current assessment of the new standard is that it will not significantly change revenue recognition in the Group. IFRS 9 Financial instruments In July 2014, IASB published the last sub-project for IFRS 9 and the standard has now been completed. The standard was endorsed by the EU in November IFRS 9 constitutes amendments linked to the classification and valuation, hedge accounting and impairment. IFRS 9 will replace IAS 39 Financial Instruments - Recognition and Valuation. Those parts of IAS 39, which have not been changed as part of this project, have been transferred and included in IFRS 9. The standard will be implemented retrospectively, except for hedge accounting, but preparing comparative figures is not a requirement. The rules for hedge accounting should mainly be implemented prospectively but with some exceptions. The Group has no plans for implementing the standard early. It is expected that the standard has accounting effect from 1 January The effect of classification of financial instruments and the expected credit loss principle are not expected to have material impact on the financial reporting, but must be assessed further. IFRS 16 Leasing IASB has run a joint program with FASB with the aim of establishing a new leasing standard. IFRS 16 Lease replaces the existing IFRS standard for leases, IAS 17 Leases. The standard is not yet endorsed by the EU. IFRS 16 sets out principles for recognition, measurement, presentation and disclosure of leases for both parties in a lease, i.e. the customer (lessee) and provider (lessor). The new standard requires that the lessee include assets and liabilities for most leases, which is a significant change from current policies. For lessors, IFRS 16 essentially continues existing principles from IAS 17. In line with this, a lessor shall continue to classify their leases as operating leases or finance leases and report these two types of leases separately. The standard is expected to have accounting effect from 1 January 2019 and will be implemented using either the full retrospective or the modified retrospective method. The Group rents office premises and it can be expected that assets and liabilities will be recognized related to these at implementation, and that another profile for recognition and classification in the income statement will be used. A full analysis of the effect of the standard is yet to be performed.

203 Appendix B1 Other A number of limited scope amendments and interpretations and another standard have been issued. These have been assessed to have no material impact on the Group. Management expects to implement these standards, amendments and interpretations on the aforementioned effective dates, assuming that these have then been adopted by the EU. Note 1.3 The use of estimates and assessment of accounting policies when preparing the annual accounts Estimates and assumptions Management has used estimates and assumptions that have affected assets, liabilities, revenues, expenses and information on potential liabilities. This particularly applies to the amortisation of intangible fixed assets, capitalized development, evaluation of goodwill and evaluations related to acquisitions. Future events may lead to these estimates being changed. Estimates and their underlying assumptions are reviewed on a regular basis and are based on best estimates and historical experience. Changes in accounting estimates are recognized during the period when the changes take place. If the changes also apply to future periods, the effect is divided among the present and future periods. Judgements Management has, when preparing the financial statements; made certain significant assessments based on critical judgment when it comes to application of the accounting principles. Amortisation of intangible assets Development of the software the Group s main offering is based on is a continuous process. The customers expect an up to date service and the software is updated and/or changed regularly. The useful life of a development project is difficult to estimate and monitor. The estimated useful life for development projects is 3 years. For customer contracts, an amortisation period of 10 years is applied. The observable churn rate is low, almost negligible.

204 Appendix B1 Capitalized development The Group works continuously with improvements of technical platforms. This work involves both maintenance, research and development. These activities are integrated and it can be challenging to separate them in practice. Management have, to their best effort, assessed the projects and expenses that qualify for capitalisation according to the criteria in IFRS and the remaining part is expensed. Goodwill Goodwill is not amortised but tested for impairment yearly. The impairment test is based on several estimates and assumptions for instance about future cash flows and discount rates. Acquisitions The acquisitions require the use of substantial judgement when assessing the fair value of the consideration transferred, identifying, and valuing intangible assets such as customer contracts. Note 2. Financial risk factors The Group s financial assets and liabilities comprise trade and other receivables, trade and other payables and short-term deposits (cash) necessary for and derived directly from its operations. Risk management in the Group is carried out by the central finance department led by the CFO under policies approved by the board of directors. Potential risks are evaluated on a regular basis and the CFO determines appropriate policies related to how these risks are to be handled within the Group. The Group is mainly exposed to market risk and credit risk. Market risk The Group is exposed to changes in foreign exchange rates. The foreign currency risk relates primarily to the Group s operating activities, when revenue and expense is denominated in a foreign currency, and the Group s net investments in foreign subsidiaries. The Group has historically not actively hedged its foreign exchange exposure.

205 Appendix B1 Foreign currency sensitivity If the following currencies had strengthened by 10 % against the NOK, it would have had the below effect on the Group's profit in 2016: in millions DKK GBP EUR SEK USD Credit risk The Group is exposed to credit risk from its operating activities, primarily trade receivables. Customer credit risk is managed by each business unit independently. Outstanding customer receivables are monitored on a regular basis and any overdue receivables are followed up closely both internally and with the help of external debt collection agencies. Overall, the Group has experienced very limited losses from trade receivables. In recent years, losses varied from NOK k per year. Provisions for losses are made based on actually incurred historical losses. Note 3. Segment information The Group's executive management and Board of Directors examines the Group's performance on a total level and by entity and has identified three reportable segments of its business: Norway Sweden Other The Norwegian part of the business comprise the ownership to the intellectual property (IP) that the Group's main offering is based on, licensing of access to the IP, the news agency TDN Finans and CatalystOne - provider of cloud applications for Human Capital Management and related services. The Swedish part of the business comprise the Swedish reseller of licenses granting access to the Group's main offering and the news agency Nyhetsbyrån Direkt. Resellers in all other countries and the development and licensing of software by the French subsidiary Infinancials is included in other segments. The Group operates both a software development and licensing business and news agencies in Norway and Sweden. There is a close link between these two areas and the businesses have similar economic characteristics. The licenses are often sold together, the news distribution being a part of

206 Appendix B1 the total offering to the customer, the customers, in general are often the same or at least operating in the same industry. As a consequence of this, these two areas are aggregated to form single reportable segments for each of the two geographical areas. Earnings before interest, tax, depreciation and amortisation (EBITDA) is regularly examined by the group's executive management and Board of Directors. Year ended 31 December 2016 (NOK1.000) Norway Sweden Other Eliminations Consolidated Revenue External customers Inter-segment Total revenue EBITDA Total assets Total liabilities Depreciation and amortisation Capital expenditure Year ended 31 December 2015 (NOK1.000) Norway Sweden Other Eliminations Consolidated Revenue External customers Inter-segment Total revenue EBITDA Total assets Total liabilities Depreciation and amortisation Capital expenditure

207 Appendix B1 Segment per product Year ended 31 December 2016 (NOK1.000) Terminals & Solutions News Analytics & Other Eliminations Consolidated Revenue External customers Inter-segment Total revenue EBITDA Total assets Total liabilities Depreciation and amortisation Segment per product Year ended 31 December 2015 (NOK1.000) Terminals & Solutions News Analytics & Other Eliminations Consolidated Revenue External customers Inter-segment Total revenue EBITDA Total assets Total liabilities Depreciation and amortisation

208 Appendix B1 Revenue The Group derives the following types of revenue: (NOK1.000) Subscription based revenues Other revenues Total revenues Geographical information Revenue from external customers in: (NOK1.000) Norway Sweden Denmark France UK Other countries Total revenues Non-current operating assets: (NOK1.000) Norway Sweden Other countries Total revenues Non-current operating assets does not include tax assets, pension assets or investments in subsidiaries. Major customers No single customer accounts for 10 % or more of the Group's revenue.

209 Appendix B1 Note 4. Rent and lease agreements The Group has no finance leases. Leasing costs related to cars and properties expensed in other operating expenses in 2016 was NOK 8.4 million (2015: NOK 6.5 million). Annual minimum rent on non-cancellable operating lease agreements per 31 December is as follows: (NOK1.000) Nominal values 31/12/2016 Nominal values 31/12/2015 Office rent Office rent Within one year Between 1 and 5 years Later than 5 years - - Total Note 5. Payroll Number of employees during the year (Full-time equivalents) was 106 in 2016 and 93 in Infront and the Norwegian subsidiaries are required to have an occupational pension scheme in accordance with the Norwegian law on required occupational pension ("lov om obligatorisk tjenestepensjon"). The companies pension schemes meets the requirements of that law.

210 Appendix B1 Note 6. Compensation to the Board of Directors and executive management The Board of Directors Gunnar Jacobsen, chairman of the board 0 0 Benjamin Røer*, board member 0 0 Kristian Nesbak, board member and CEO 0 0 Morten Lindeman, board member and CTO 0 0 Fredrik Kjos Brask**, board member 0 0 Total Board of Directors 0 0 *) Benjamin Røer elected 11 November 2015 **) Fredrik Kjos Brask resigned 11 November 2015 Pension Other 2016 Salary contribution benefits Total Executive Management Kristian Nesbak, CEO Morten Lindeman, CTO Max Hofer, CFO Total Executive Management Pension Other 2015 Salary contribution benefits Total Executive Management Kristian Nesbak, CEO Morten Lindeman, CTO Max Hofer, CFO Total Executive Management A bonus scheme for executive management based on revenues and operating profits in in place. No particular pension scheme in place for executive management. No share-based compensation schemes. No severance pay clauses in contracts of members of executive management team. A loan to FLKX Capital AS, a company 100 % owned by the CFO, over NOKM 1 has been extended in 2016.

211 Appendix B1 Note 7. Intangible assets (NOK1.000) Capitalised development* Customer contracts Goodwill Total At 01 January 2015 Cost Accumulated amortisation and impairment Net book amount Year ended 31 December 2015 Opening net book amount Additions* Amortisation charge** Closing net book amount At 31 December 2015 Cost Accumulated amortisation and impairment Net book amount Year ended 31 December 2016 Opening net book amount Additions* Acquisition of business (note21) Exchange differences Amortisation charge** Closing net book amount At 31 December 2016 Cost Accumulated amortisation and impairment Net book amount *) Capitalised development is an internally generated intangible asset. **) Amortisation expenses are included in depreciation, amortisation and net impairment losses.

212 Appendix B1 Estimated useful life, depreciation plan and residual value is as follows: Useful life 3 years 10 years Indefinite Depreciation plan Linear Linear Residual value 0 0 Impairment tests for goodwill A segment-level summary of the goodwill allocation is presented below: 31 December December 2015 Norway Sweden Other Total The Group tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of a cash-generating unit (CGU) is determined based on value-in-use calculations, which require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management for 2017 and expected growth and margins, stated below, for a total period of 5 years. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below. The following table sets out the key assumptions used for the value-in-use calculations: Norway Sweden Other Growth in revenue (annual growth rate) 2-5 % 2-5 % 2-5 % EBITDA margin % % % Pre-tax discount rate 12.8 % 12.9 % 15.8 % Management has determined the values assigned to each of the above key assumptions as follows: Assumption Growth in revenue Approach used to determine values Low, but realistic and decreasing revenue growth in the 5-year period. EBITDA margin Pre-tax discount rate EBITDA margins estimated based on 2017 budget and slightly improved over the 5-year period. Based on observable and usual rates, premiums and other factors.

213 Appendix B1 No reasonably possible change in a key assumption on which management has based its determination of the recoverable amount would cause the carrying amount to exceed its recoverable amount. Note 8. Equipment and fixtures (NOK 1.000) Furniture, fittings and equipment At 01 January 2015 Cost Accumulated depreciation (1) Net book amount Year ended 31 December 2015 Opening net book amount Additions 419 Reclassifications 0 Disposals 0 Depreciation charge (2) Translation differences 65 Closing net book amount At 31 December 2015 Cost Accumulated depreciation (3) Net book amount December 2016 Opening net book amount Additions 810 Depreciation charge 932 Translation differences -37 Closing net book amount December 2016 Cost Accumulated depreciation Net book amount 1 387

214 Appendix B1 Estimated useful life, depreciation plan and residual value is as follows: Economic life Depreciation plan Residual values 3-8 years Linear Residual values are taken into consideration in relation to depreciation. Depreciation Tangible fixed assets with a finite useful life are depreciated in a straight line over the useful life. Note 9. Remuneration of the auditor (NOK 1.000) Audit fee Other audit related services Tax advisory 0 0 Other services 0 0 Total Note 10. Financial income and expenses (NOK1.000) Interest income Other financial income (include fx gains) Interest expense Other financial expense (include fx losses) Net financial items

215 Appendix B1 Note 11. Taxes (NOK 1.000) Current tax Deferred tax Income tax expense (income) Current tax on profits for the year Adjustments for current tax of prior periods - - Overpaid/ underpaid in previous years - - Research and development tax refunds Other - - Current tax Deferred tax due to changes in temporary differences Tax losses carried forward not previously recognised Effect of change in tax rate Write-down/ reversal of write-down due to tax losses carried forward - - Deferred tax Effective tax rate 20.3 % 1.4 % Income tax expense is attributable to: Profit from continuing operations Profit from discontinued operation - - Income tax expense (income)

216 Appendix B1 Recognition of the effective tax rate with the Norwegian tax rate: Profit before tax Expected tax expense using nominal tax rate of 25 % (2015: 27 %) Write-downs of goodwill - - Non-taxable income Non-deductible expenses/income Effect from different tax rate in other countries Effect from change in tax rate Tax loss carried forward not previously recognised Deferred tax 9 15 Research and development tax refunds Other Income tax expense (income) Deferred tax relates to the following: Financial assets at fair value through profit or loss Total deferred tax assets 654,09 495,54 Financial assets at fair value through profit or loss Total deferred tax liabilities 856,61 -

217 Appendix B1 Note 12. Earnings per share Basic earnings per share calculations are based on the weighted average number of common shares outstanding during the period, while diluted earnings per share calculations are performed using the average number of common shares and dilutive common shares equivalents outstanding during each period. (Figures in NOK) Profit Average number of shares outstanding Average number of shares and options outstanding Basic earnings per share (NOK/Share) 5,9133 4,4967 Diluted earnings per share 5,9133 4,4967 (Figures in NOK) Average number of shares outstanding Dilutional effects - - Warrants - - Average number of shares outstanding adjusted for dilutional effects

218 Appendix B1 Note 13. Investments in subsidiaries 31 December 2015 Company Date of acquisition Consolidated (yes/no) Registered office Voting share Ownership share The Online Trader 14 March 2007 yes Stockholm 100 % 100 % Sweden AB Nyhetsbyrån Direkt 01 December 2008 yes Stockholm 100 % 100 % AB CatalystOne AS 30 October 2009 yes Oslo 100 % 100 % Infinancials SA* 04 June 2012 yes Paris 100 % 100 % Infront Financial Information Ltd 03 July 2015 yes London 100 % 100 % 31 December 2016 Company Date of acquisition Consolidated (yes/no) Registered office Voting share Ownership share The Online Trader 14 March 2007 yes Stockholm 100 % 100 % Sweden AB Nyhetsbyrån Direkt 01 December 2008 yes Stockholm 100 % 100 % AB CatalystOne AS 30 October 2009 yes Oslo 100 % 100 % Infinancials SA* 04 June 2012 yes Paris 100 % 100 % Infront Financial 03 July 2015 yes London 100 % 100 % Information Ltd TDN Finans AS 22 April 2016 yes Oslo 100 % 100 % Infront SA (Pty) Ltd 05 October 2016 yes Johannesb urg 100 % 100 % *4 shares of (0 %) is owned by executive Management in Norway.

219 Appendix B1 Note 14. Financial instruments Financial instruments by category 31 December 2016 Assets as per balance sheet Loans and Total Receivables Trade and other receivables *) Cash and cash equivalents Total *) Prepayments and accruals not included in trade and other receivables Financial instruments by category 31 December 2015 Assets as per balance sheet Loans and Total Receivables Trade and other receivables *) Cash and cash equivalents Total *) Prepayments and accruals not included in trade and other receivables

220 Appendix B1 Financial instruments by category 31 December 2016 Other Financial Liabilities Fair value through profit or Total Liabilities loss Other non-current financial liabilities **) Trade and other payables *) Other current financial liabilities **) Total *) Prepayments and accruals not included in trade and other payables. **) Other financial liabilities comprise contingent consideration. See note 21 for further information. Financial instruments by category 31 December 2015 Other Financial Liabilities Fair value through profit or Total Liabilities loss Trade and other payables *) Total *) Prepayments and accruals not included in trade and other payables. Credit quality of financial assets Cash and cash equivalents 31 December December 2015 A+ or better Total cash and cash equivalents Total

221 Appendix B1 Overdue Trade Receivables (NOK 1.000) 31 December December 2015 Overdue less than 1 month Overdue 1-2 months Overdue more than 2 months Fair Value The group expects that a portion of the receivables will be recovered and has recognised impairment losses of in The ageing of these receivables is as follows: Overdue Trade Receivables (NOK 1.000) 31 December December 2015 Overdue 1-2 months Overdue more than 2 months Fair Value Provisions for bad debt Movements in the provision for impairment of trade receivables that are assessed for impairment collectively are as follows: (NOK 1.000) 31 December 31 December Realized losses Reversed provisions Provisions for bad debts at Period-end accounting losses on receivables (NOK 1.000) 31 December 31 December At January Provision for bad debt/impairment recognized during the year Receivables written off during the year as uncollectible At December

222 Appendix B1 During the year, the following gains/(losses) were recognised in profit or loss in relation to impaired receivables. (NOK 1.000) 31 December 31 December Individually impaired receivables (loss) Movement of provision for impairment (loss) Total gain/loss Note 15. Trade and other receivables Trade and other receivables 31 December December 2015 Trade receivables - net of related parties Provision for bad debt Trade Receivables net of provision Prepayments and other receivables Receivables related to related parties - - Payables to Related Parties - - Total trade receivables Of which long-term receivables to related parties - - Short-term Receivables Further information relating to loans to related parties and key management personnel is set out in note 6 and 22. Specification of receivables (NOK 1.000) 31 December December 2015 Trade receivables Accrued income Other receivables Trade and other receivables Prepaid costs Prepaid public duty debt Prepaid rent Prepayments Total

223 Appendix B1 Due dates & Fair value of trade and other receivables (NOK 1.000) 31 December December 2015 Due within one year*) After one year **) - - Fair Value *) For receivables due within one year, fair value is equal to nominal value. **) Receivables that due later than one year are discounted and stated as fair value. Receivables specified by currencies (Figures in 1.000) 31 December December 2015 NOK SEK EUR GBP - - ZAR 53 - USD - - Note 16. Bank deposits Cash and Cash Equivalents NOK Cash in bank Total Cash and Cash Equivalents Drawn overdraft Total Cash and Cash Equivalents

224 Appendix B1 Of which restricted Cash NOK Taxes withheld Other restricted cash - - Total Restricted Cash Note 17. Share capital and shareholder information The share capital in the company at 31 December 2016 consists of the following classes: Number of Shares Nominal amount (NOK) Book Value Ordinary shares Total Infront AS has only one class of shares and all shares have the same voting rights. The holders of shares are entitled to receive dividends as and when declared, and are entitled to one vote per share at general meetings of the company. Treasury shares Opening balance at 1 January Purchase , NOK 75/share 750 Sale , NOK 50/share Closing balance at 31 December Further information; any decision by general assembly to reacquire shares should be disclosed.

225 Appendix B1 Ownership structure Largest shareholders as of 31 December 2016: Name Number of shares % of shares Lindeman AS % Nesbak AS % Kistefos Venture Capital AS % Kistefos Venture Capital II DA % Hallvard Vassbotn % FLKX Capital AS % Morten Alexander Lindeman % Kristian Nesbak % Martin Holtet % Kathrine Lindholm % Gerd Nesbak % Knut Lindholm % Cecilie Lindeman % Knut Nesbak % Erling Olaussen % Rune Moberg % Andreas Edvardsen Lindeman % Nicolai Edvardsen Lindeman % Remaining shareholders % Total number of shares % Shares directly or indirectly held by members of the Board of Directors, Chief Executive Officer and Executive Management: Name Title Number of Shares Kristian Nesbak Member of the board, CEO Morten Alexander Lindeman Member of the board, CTO Max Martin Hofer Executive Management, CFO

226 Appendix B1 Note 18. Borrowings and securities/pledges DNB ASA has provided a bank overdraft facility with a limit of NOK at 31 December The facility was drawn with NOK at 31 December The bank has security in equipment, fixtures and trade receivables of the Group with registered security of NOK The interest rate on the bank overdraft facility at 31 December 2016 was 4.80 %. An additional bank overdraft facility was provided by Danske Bank A/S with a limit of NOK at 28 February The bank has security in equipment, fixtures and trade receivables of the Group with registered security of NOK The interest rate on the bank overdraft facility at 28 February 2017 was NIBOR plus 1.55 %. Swedish pension of the amount of SEK in 2015 and SEK in 2016 are pledged in favour of the employees participating in the pension scheme. Net debt Cash and cash equivalents Borrowings repayable within one year (including overdraft) Borrowings repayable after one year 0 Net debt Note 19. Trade and other payables (NOK 1.000) 31 December December 2015 Trade payables Public duties Accrued vacation pay Accrued expenses Purchase price payable, business combinations (note 21) Other current payables Total Trade and other payables

227 Appendix B1 Note 20. Pensions The Norwegian companies in the Group are subject to the requirements of the Mandatory Company Pensions Act, and the company's pension scheme follows the requirements of the act. The employees of the Group are covered by different pension schemes that vary from country to country and between the different companies. All the plans are assessed to be defined contribution plans. The period's contributions are recognised in the income statement as salary and personnel costs. Two of the employees of the acquired business TDN Finans AS were covered by a defined benefit plan. Subsequent to the acquisition an agreement with the employees covered by the scheme was entered into and the defined benefit plan and the accompanying obligation was settled. At the acquisition date, the net defined benefit liability was TNOK At 31 December 2016, the net defined benefit liability is 0 as a consequence of the plan settlement. The impact on the income statement is specified in the table below. The Swedish company Nyhetsbyrån Direkt have, in addition to other schemes, "Direktpension"- scheme covering some of its employees. The scheme is an agreement between the company and the covered employees that the company will pay the pension based on the available pension funds. The pension funds, recognised on the statement of financial position, is pledged in favour of the employees. Both the pension funds and the liability that includes payroll tax are recognised on the statement of financial position. 31 December December 2015 Pension funds (Direkt pension) Pension liability (Direkt pension) Pension expenses Expenses for defined contribution plans Settlement of defined benefit plan

228 Appendix B1 Note 21. Business combination The Infront Group made two acquisitions in 2016 and one after the reporting period. Details of these three transactions are set out below. There were no acquisitions in the year ending 31 December Acquisition of TDN Finans AS On 22 April 2016, Infront AS acquired 100 % of the voting shares in TDN Finans AS for NOK 18.8 million. The acquisition was financed in cash. TDN Finans AS is a private limited company located in Oslo, Norway. TDN Finans AS is a real-time supplier of news about and for the Norwegian share and interest-rate markets, providing Norwegian brokers, management companies, listed companies, private individuals and the media with price driving, leading news. TDN Finans AS delivers news that are an important part of the Infront Terminal offering in the Norwegian market. Gaining control over such an important vendor is extremely valuable for the Group. Coordination and cooperation between Group companies will develop the business further. The Group intends to rollout successful products from its Swedish news subsidiary in the Norwegian market. Furthermore, operational synergies from improved utilization of available resources are expected to create additional value. The assets and liabilities recognised as a result of the acquisition are as follows: Fair value (NOK 1.000) Assets Cash 607 Trade and other receivables Equipment and fixtures 18 Customer contracts Other intangible assets Liabilities Trade and other payables Deferred tax liability 312 Pension liabilities Net identifiable assets and liabilities at fair value Goodwill Purchase consideration transferred The goodwill is attributable to the workforce, expected growth and expected synergies with the existing business of the Group and the value of controlling an important supplier of news to the Infront Terminal customers in the home market. These intangible assets do not fulfil the recognition criteria under IAS 38 and are not recognised separately.

229 Appendix B1 Goodwill is allocated to the cash-generating unit Norway and is not deductible for tax purposes. The acquired unit has from the date of acquisition contributed to the Group's revenues and profit before taxes by TNOK and TNOK 522 respectively. If the acquisition had occurred at the beginning of 2016, revenues for 2016 and profit before taxes for 2016 for the Group would have been TNOK and TNOK respectively. These amounts have been calculated using the subsidiary's result for 2016 and adjusting them for: differences in the accounting policies between the Group and the subsidiary, and the additional amortisation that would have been charged assuming the fair value adjustments to intangible assets as applied from 1 January In addition, revenues are adjusted for intercompany transactions. Acquisition of the news and terminal business from SIX Financial Information On 31 October 2016, the Infront Group acquired SIX Financial Information's Nordic news and terminal business. The transaction was structured as an asset purchase. Users of SIX EDGE and Starweb will be migrated to the Infront terminal powered by the extensive database of SIX. This partnership extends to Infront clients who will receive SIX data going forward. Furthermore, the news agency SIX News merges with Nyhetsbyrån Direkt to create the leading financial news agency in the Nordics, owned by the Infront Group. SIX will be a redistributor of news from Nyhetsbyrån Direkt to serve SIX clients with high quality real-time news for the Swedish market. The transaction consideration will be paid with cash. The total purchase price, including contingent consideration, is estimated to be NOK 75.8 million. (NOK 1.000) Cash paid or payable Contingent consideration Total purchase consideration The contingent consideration is dependent upon the value of news and terminal customers actually migrated to Infront. Migration will take place progressively and migration success will be measured monthly until December 2017 (best estimate) and the monthly consideration will be calculated and paid. From January 2018 (best estimate), the consideration will be fixed, based on final actual migration. The fixed consideration will be payable quarterly until August Significant estimates used to calculate the contingent consideration include migration success, the timing of the migration and interest rate used to calculate the present value of the future expected cash flows.

230 Appendix B1 The assets and liabilities recognised as a result of the acquisition are as follows: Fair value (NOK 1.000) Customer contracts Goodwill Purchase consideration transferred The goodwill is attributable to the workforce of the News business and expected synergies with the existing business of the Group. These intangible assets do not fulfil the recognition criteria under IAS 38 and are not recognised separately. Goodwill is allocated to the cash-generating unit Sweden. The goodwill is deductible for tax purposes. The acquired business will increase the Group's revenue as migration of the customers progresses. As at 31 December 2016 approximately 9 % of the customers expected to migrate had actually migrated. By February 2017, the number was approximately 24 %. The acquired business has from the date of acquisition contributed to the Group's revenues and profit before taxes by TNOK 95 and TNOK respectively. If the acquisition had occurred at the beginning of 2016 and the expected migration rate was reached at that time, revenues for 2016 and profit before taxes for 2016 for the Group would have been TNOK and TNOK respectively. These amounts have been calculated using the revenues from the contracts expected to be migrated, estimated expenses for the personnel transferred, estimated marginal operating expenses and amortisation of intangible assets. The acquired business is fully integrated with the existing operation of the Group and actual numbers are not possible to carve out with reasonable effort. Acquisition of Inquiry Financial Europe AB On 7 March 2017, Infront AS acquired % of the voting shares in Inquire Financial Europe AB for NOK 8.9 million. The acquisition of % of the shares was financed in cash. Inquiry Financial AB has built up a broad coverage of fundamental data for approximately 2,200 companies and consensus for 1,200 companies in Europe. The coverage from Inquiry Financial AB complements Infront s high quality consensus and estimate service, SME Direkt. The combination enables Infront to have the leading offer to the market for consensus data for companies in northern Europe. Inquiry s data will be available in Infront s terminals and the feed solutions. At the same time as the sale and purchase agreement for % of the shares was signed, the company entered into an option agreement covering the remaining part of the shares. The option agreement gives the company a call option simultaneously as the company writes a put option. The written put option is a financial liability recognised at the present value of the expected exercise

231 Appendix B1 price. The present value of the financial liability at the acquisition date is estimated at NOK 7.7 million. Because of the short period between the acquisition and the release of the 2016 financial statements, the initial accounting for the business combination is incomplete. The analysis of the purchase price is not completed. This includes the allocation to assets acquired and liabilities assumed and goodwill, including a qualitative description of the factors that make up the goodwill. There is no acquisition cost recognised in revenue and profit contribution per 31 December Cash flow Payment for acquisition of subsidiary, net of cash acquired in cash flow consists of acquisition cost of TDN Finans (NOK 18.8 million) less cash acquired (NOK 0.6 million). It also includes last payment for Infinancials (NOK 0.8 million). Note 22. Related parties Balances and transactions between the Company and its subsidiaries, which are related parties to the Company, have been eliminated on consolidation and are not disclosed in this Note. The Group does not have other transactions with related parties, except for remuneration to management (Note 6). Note 23. Contingencies and legal claims The Group has not been involved in any legal or financial disputes in 2016, where an adverse outcome is considered more likely than remote. Note 24. Subsequent events Since 31 December 2016 and until the date of these financial statements, the board of directors is not aware of any matter or circumstance not otherwise dealt with in this report that has significantly or may significantly affect the operations of the consolidated entity.

232 Appendix B1 Note 25. First time adoption of IFRS These financial statements, for the year ended 31 December 2016, are the first the Group has prepared in accordance with IFRS. For periods up to and including the year ended 31 December 2015, the Group prepared its financial statements in accordance with generally accepted accounting principles in Norway (N-GAAP). Accordingly, the Group has prepared financial statements that comply with IFRS applicable as at 31 December 2016, together with the comparative period data for the year ended 31 December In preparing the financial statements, the Group's opening statement of financial position was prepared as at 1 January 2015, the Group's date of transition to IFRS. This note explains the principal adjustments made by the Group in restating its N-GAAP financial statement, including the statement of financial position as at 1 January 2015 and the income statement for the year ended 31 December Exemptions applied IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS. The Group has applied the following exemptions: IFRS 3 Business Combinations has not been applied to acquisitions that occurred before 1 January Use of this exemption means that the N-GAAP carrying amounts of assets and liabilities, that are required to be recognised under IFRS, is their deemed cost at the date of the acquisition. After the date of acquisition, measurement is in accordance with IFRS. Assets and liabilities that do not qualify for recognition under IFRS are excluded from the opening IFRS statement of financial position. The Group did not recognise or exclude any previously recognised amounts as a result of IFRS recognition requirements. IFRS 1 also requires that the N-GAAP carrying amount of goodwill must be used in the opening IFRS statement of financial position. In accordance with IFRS 1, the Group has tested goodwill for impairment at the date of transition to IFRS. No goodwill impairment was deemed necessary at 1 January The Group has not applied IAS 21 The Effects of Changes in Foreign Exchange Rates retrospectively to fair value adjustments and goodwill from business combinations that occurred before the date of transition to IFRS. Such fair value adjustments and goodwill are treated as assets and liabilities of the parent rather than as assets and liabilities of the acquiree. Therefore, those assets and liabilities are already expressed in the functional currency of the parent and no further translation differences occur. Cumulative currency translation differences for all foreign operations are deemed to be zero as at 1 January 2015.

233 Appendix B1 Estimates The estimates at 1 January 2015 and at 31 December 2015 are consistent with those made for the same dates in accordance with N-GAAP. Reconciliation of equity as at 01 January 2015 (date of transition to IFRS) (NOK 1.000) Notes N-GAAP Adjustments IFRS ASSETS Non-current assets Equipment and fixtures Intangible assets Deferred tax asset Pension assets A Investments A Receivables A Total non-current assets Current assets Trade and other receivables A Investments A Cash and cash equivalents A Total current assets TOTAL ASSETS (NOK 1.000) Notes N-GAAP Adjustments IFRS EQUITY AND LIABILITIES Equity Share capital Share premium Treasury shares Other equity B Total equity

234 Appendix B1 Current liabilities Trade and other payables A Current tax liabilities A Dividends B Deferred revenue A Total current liabilities Total liabilities TOTAL EQUITY AND LIABILITIES Reconciliation of equity as at 31 December 2015 (NOK 1.000) Notes N-GAAP Adjustments IFRS ASSETS Non-current assets Equipment and fixtures Intangible assets C Deferred tax asset Pension assets A Investments A Receivables A Total non-current assets Current assets Trade and other receivables A Investments A Cash and cash equivalents A Total current assets TOTAL ASSETS (NOK 1.000) notes N-GAAP Adjustments IFRS EQUITY AND LIABILITIES Equity Share capital Share premium Treasury shares Other equity C Total equity Non-current liabilities Pension liabilities Total non-current liabilities

235 Appendix B1 Current liabilities Trade and other payables A Current tax liabilities A Deferred revenue A Total current liabilities Total liabilities TOTAL EQUITY AND LIABILITIES Reconciliation of total comprehensive income for the year ended 31 December 2015 (NOK 1.000) Notes N-GAAP Adjustments IFRS Revenues A Total operating revenues Cost of services rendered A Salary and personnel costs A Other operating expenses A Depreciation, amortisation and net impairment losses C Total operating expenses Operating profit Financial income A Financial expenses Financial income/(expenses) - net Profit before income tax Income tax expense Profit for the year Other comprehensive income Other comprehensive income (net of tax): Exchange differences on translation of foreign operations D Total comprehensive income for the year

236 Appendix B1 Notes to the reconciliation of equity as at 1 January 2015 and 31 December 2015 and total comprehensive income for the year ended 31 December 2015 A: Differences in classification Compared to the N-GAAP financial statements some reclassifications have been made. Reclassifications have been made for two reasons. First of all, due to differences in the format chosen for presentation under N-GAAP versus IFRS. One such reclassification is between trade and other payables and deferred revenue. The second reason for reclassifications are new information regarding certain items that affect the classification. B: Dividends Under N-GAAP proposed dividends are recognised as a liability in the period to which they relate. Under IFRS, a proposed dividend is recognised in the period it is approved by shareholders in the general meeting. Therefore, the liability recorded for the proposed dividend has been derecognised against retained earnings. C: Amortisation of goodwill Under N-GAAP goodwill was amortised over 5 years. The goodwill amortisation for 2015 is added back, increasing both profit and retained earnings. D: Exchange differences on translation of foreign operations Under N-GAAP any exchange differences on translation of foreign operations is recognised against retained earnings directly and through profit and loss or comprehensive income. Under IFRS this element is recognised as other comprehensive income. Equity is not affected. Cash flow Except for small reclassification changes, the transition to IFRS has not had any material impact on the statement of cash flows.

237 Appendix B1 PARENT COMPANY ANNUAL ACCOUNTS REPORT 2016 Statement of income (NOK) Note Operating income and expenses Revenue Operating Income Raw materials and consumables used Payroll expenses Depreciation 3, Other operating expenses Operating expenses Operating profit Financial income and expenses Income from subsidiaries and other Group entities Other interest income Other financial income Other Interest expenses Other financial expenses Net financial income and expenses Profit before tax Tax on ordinary result Operating result after tax To other equity Net brought forward

238 Appendix B1 Balance sheet (NOK) Note Fixed assets Research and development Customer contracts Deferred tax asset Total intangible assets Equipment and other movables Total tangible fixed assets Investments in subsidiaries Investments in shares Total fixed assets Current assets Accounts receivables Other receivables Total debtors Cash and bank deposits Total current assets

239 Appendix B1 Equity and liabilities Share capital Own shares Share premium reserve Other paid-in equity Total restricted equity Other equity Total retained earnings Total equity Liabilities Other long term liabilities Total of other long term liabilities Liabilities to financial institutions Trade creditors Tax payable Public duties payable Other short term liabilities Total short term liabilities Total liabilities

240 Appendix B1 Oslo, April 10, Gunnar Jacobsen Chairman Benjamin Jonathan Christoffer Røer Member Kristian Nesbak Member, CEO Morten Lindeman Member

241 Appendix B1 Statement of cash flows Cash flow from operating activities (NOK) Profit before income taxes Income tax payable Depreciations expenses Recognized Group contributions and dividends /- Changes in accounts receivables /- Changes in accounts payables /- Changes in other accruals = Net cash flow from operating activities Cash flow from investing activities - Payment for acquisition of subsidiary Payment for property, plant and equipment NTO cash from Group contributions and dividends = Net cash flow from investing activities Cash flow from financing activities - Dividends Proceeds from issuance of ordinary shares Purchase of own shares Proceeds from sale of treasury shares /- Change of overdraft Repayment of long-term debt Proceeds from issuance of long term debt = Net cash flow from financing activities = Net change in cash and cash equivalents Cash and cash equivalents at = Cash and cash equivalents at

242 Appendix B1 Accounting principles The Financial Statements have been prepared in accordance with the Norwegian Accounting Act and Generally Accepted Accounting Principles. Revenue recognition Sales revenues are recognized upon delivery. Revenue from services is recognized upon performance. Current assets and liabilities Current assets and liabilities are comprised of items receivable/due within one year and items related to the inventory cycle. Current assets are valued at the lower of cost and market value. Tangible assets Fixed assets are comprised of assets intended for long-term ownership and use. Fixed assets are valued at cost. Fixed assets are recorded in the balance sheet and depreciated over the estimated useful economic life. Fixed assets are written down to recoverable amount when decreases in value are expected to be permanent. Impairments losses recognized are reversed when the basis for the impairment loss is no longer evident. Intangible assets Own Research and Development expenses are expensed as and when they incur. Expenses for other intangible assets are reflected in the balance sheet providing a future financial benefit relating to the development of an identifiable intangible asset can be identified and the expenses can be reliably measured. Otherwise, such expenses are expensed as and when incurred. R&D expenses in the balance sheet are depreciated on a straight-line basis over the asset's expected useful life. Investments in other companies Except for short-term investments in listed shares, the cost method is applied to investments in other companies. The cost price is increased when funds are added through capital increases or when Group contributions are made to subsidiaries. Dividends received are initially taken to income. Dividends exceeding the portion of retained equity after the purchase are reflected as a reduction in purchase cost. Dividend/Group contribution from subsidiaries are reflected in the same year as the subsidiary makes a provision for the amount. Dividend from other companies are reflected as financial income when it has been approved.

243 Appendix B1 Foreign currency Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in a foreign currency are translated into NOK using the exchange rate applicable on the balance sheet date. Non-monetary items that are measured at their historical price expressed in a foreign currency are translated into NOK using the exchange rate applicable on the transaction date. Non-monetary items that are measured at their fair value expressed in a foreign currency are translated at the exchange rate applicable on the balance sheet date. Changes to exchange rates are recognized in the income statement as they occur during the accounting period. Receivables Accounts receivable and other receivables are recorded in the balance sheet at nominal value less a provision for doubtful accounts. Provision for doubtful accounts is determined on the basis of an individual assessment of receivables. In addition, a general provision for doubtful accounts is made for the remaining receivables. Other receivables are valued under the same principle. Leasing agreements After a definite evaluation of each of the company s leasing agreements, they are considered to be defined as operating leasing agreements. These are not capitalized in the balance sheet. Taxes The income tax expense is comprised of both tax payable (25 %) for the period, which will be due in the next financial year, and changes in deferred tax. Deferred tax is determined based on existing temporary differences between booked net income and taxable net income, including year-end loss carry-forwards. Temporary differences, both positive and negative, which will or are likely to reverse in the same period, are recorded as a net amount. Cash flow The cash flow statement is presented using the indirect method. Cash and cash equivalents includes cash, bank deposits and other short term, highly liquid investments.

244 Appendix B1 Note 1. Revenue Revenues according to market segments. Norway (NOK) Subscription based revenues One-off consulting based revenues Total Abroad Subscription based revenues One-off consulting based revenues Total Total revenues Note 2. Wages and employee benefits expenses, management remuneration and auditors fee (NOK) Wages and salaries Social security Pension expenses Other benefits Skattefunn Total As of the company has a total of 35 employees, and performed 35 man-labour year. The company is required to have an occupational pension scheme in accordance with the Norwegian law on required occupational pension ( lov om obligatorisk tjenstepensjon ). The company s pension scheme meets the requirements of this law. The pension scheme is a defined contribution plan. Funded pension liabilities relating to insured plans are not recorded in the balance sheet. The premium paid for 2016, NOK , is regarded as the pension cost for the period.

245 Appendix B1 Remuneration to leading personnel and auditor s fee (NOK) Managing Director Salary Other benefits 0 Total employee benefits Remuneration to the Board of Directors 0 The Company does not have any obligations of special remuneration towards The Managing Director or the Board of Directors relating to dismissals or change of the employment contract. The company does not have any stock options that give employees the right to buy or sell shares. The Company has not issued any loans or securities in favour of the Managing Director or any other member of the Board or shareholder. A loan to FLKX Capital AS, a company 100 % owned by the CFO, over NOKM 1 has been extended in Auditor s fee excl. VAT consists of the following: (NOK) Statutory audit fee Consultancy work (annual accounts, tax assessment, reports etc.) Total auditor s fee Note 3. Tangible assets (NOK) Equipment, and other movables Acquisition cost 1/ Additions Disposals 0 Acquisition cost 31/ Accumulated depreciations 1/ Depreciations for the year Accumulated depreciations 31/ Net value 31/ Useful economic life is estimated to 3-5 years Depreciation of tangible assets is on a linear basis through the expected economic life.

246 Appendix B1 Note 4. Intangible assets (NOK) Research & Customer Total Development contracts Acquisition cost 1/ Additions Disposals Acquisition cost 31/ Accumulated depreciations 1/ Depreciations for the year Accumulated depreciations 31/ Net value 31/ Economic life 3 year 10 year Depreciation plan Linear Linear Depreciation of intangible assets is on a linear basis through the expected economic life. Note 5. Income tax Income tax (NOK) 2016 Tax payable (25 %) Change in deferred tax Total income tax expense Deferred tax/deferred tax asset Tangible assets Loss carryforwards Accounts receivables Accrual Skattefunn = Temporary differences Deferred tax asset 0 0 Negative basis for deferred tax = Temporary differences Deferred tax asset

247 Appendix B1 Deferred tax assets can be offset against future income. Deferred tax assets is calculated using a tax rate of 25 % for 2015 and 24 % for The effect of the change in tax rates is included in the tax expense. Note 6. Equity Share capital Own shares Share premium Paid-up equity Other equity Total Equity 01 January Issue of share capital Profit for the period Treasury stock Equity 31 December

248 Appendix B1 Note 7. Share capital and shareholder information Issued capital consists of shares of NOK 0,1 each. Total issued capital is NOK All shares give equal rights. Name Number of shares % of shares Position/duties Lindeman AS ,5 % Morten Lindeman, board member Nesbak AS ,6 % Kristian Nesbak, CEO and board member Kistefos Venture Capital AS ,4 % Chairman Kistefos Venture Capital II DA ,9 % Hallvard Vassbotn ,5 % FLKX Capital AS ,9 % Morten Alexander Lindeman ,7 % Kristian Nesbak ,7 % Martin Holtet ,5 % Kathrine Lindholm ,5 % Gerd Nesbak ,5 % Knut Lindholm ,5 % Cecilie Lindeman ,5 % Knut Nesbak ,5 % Erling Olaussen ,5 % Rune Moberg ,2 % Andreas Edvardsen Lindeman ,2 % Nicolai Edvardsen Lindeman ,2 % Remaining shareholders ,8 % Total number of shares %

249 Appendix B1 Note 8. Investments in subsidiaries Company Registered office Ownership share Date of acquisition Historical cost Book value The Online Trader Stockholm 100 % Sweden AB Nyhetsbyrån Direkt Stockholm 100 % AB CatalystOne AS Oslo 100 % * 1 Infinancials SA Paris 100 % Infront UK London 100 % TDN Finans AS Oslo 100 % Infront South Africa Ltd Cape Town 100 % Company Result Equity 31 December The Online Trader Sweden AB Nyhetsbyrån Direkt AB CatalystOne AS Infinancials SA Infront UK TDN Finans AS Infront South Africa Ltd * Group contributions received from the subsidiary has partly been regarded as repayment of invested capital, and are therefore recorded as a reduction of cost. Receivables and liabilities to Group companies are included with the following amounts: Trade receivables Other receivables Other short-term liabilities Trade payables Long term debt

250 Appendix B1 Note 9. Financial items Financial items Interest income Share of profit of subsidiaries Profit on foreign exchange Total financial income Financial items Other interest expenses Loss on foreign exchange Other financial expenses Total financial expenses Note 10. Bank deposits Restricted fund related to employee tax amounts to NOK as of December 31, Note 11. Debt to financial institutions Liabilities secured by mortgage Debt to financial institutions Balance sheet value of assets placed as security: Accounts receivables Tangible assets The company's overdraft facility has a limit of NOK

251 Appendix B1 Infront AS Headquarter Fjordalléen Oslo Website

252 Appendix B1 BDO AS Malmskriverveien 18 Postboks Sandvika Independent Auditor s Report To the General Meeting of Infront AS Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Infront AS. The financial statements comprise: The financial statements of the parent company, which comprise the balance sheet as at 31 December 2016, and the income statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and The financial statements of the group, which comprise the balance sheet as at 31 December 2016 and income statement, statement of changes in equity, cash flow for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion: The financial statements are prepared in accordance with the law and regulations. The accompanying financial statements give a true and fair view of the financial position of the parent company as at 31 December 2016, and its financial performance for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway. The accompanying financial statements give a true and fair view of the financial position of the group as at 31 December 2016, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU. Basis for Opinion We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by laws and regulations, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Other information Management is responsible for the other information. The other information comprises the Board of Directors report, but does not include the financial statements and our auditor's report thereon. Independent Auditor s Report 2016 Infront AS - Page 1 of 4

253 Appendix B1 Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Board of Directors and the Managing Director for the Financial Statements The Board of Directors and the Managing Director (management) are responsible for the preparation in accordance with law and regulations, including fair presentation of the financial statements of the parent company in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for the preparation and fair presentation of the financial statements of the group in accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company s and the Group s ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The financial statements of the parent company use the going concern basis of accounting insofar as it is not likely that the enterprise will cease operations. The financial statements of the group use the going concern basis of accounting unless managementeitherintends toliquidatethe Groupor toceaseoperations,orhasno realistic alternative but to do so. Auditor s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements asawholearefreefrommaterial misstatement,whetherdue tofraudorerror,and to issue an auditor s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing (ISAs), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: Independent Auditor s Report 2016 Infront AS - Page 2 of 4

254 Appendix B1 identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to thoserisks,andobtainauditevidencethatissufficientandappropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company's or the Group's internal control. evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. conclude on the appropriateness of management s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor s report. However, future events or conditions may cause the Company to cease to continue as a going concern. evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit Report on Other Legal and Regulatory Requirements Opinion on the Board of Directors report Based on our audit of the financial statements as described above, it is our opinion that the information presented in the Board of Directors report concerning the financial statements, the going concern assumption, and the proposal for the allocation of the profit is consistent with the financial statements and complies with the law and regulations. Independent Auditor s Report 2016 Infront AS - Page 3 of 4

255 Appendix B1 Opinion on Registration and Documentation Based on our audit of the financial statements as described above, and control procedures we have considered necessary in accordance with the International Standard on Assurance Engagements (ISAE) 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial Information, it is our opinion that management has fulfilled its duty to produce a proper and clearly set out registration and documentation of the company s accounting information in accordance with the law and bookkeeping standards and practices generally accepted in Norway. Sandvika, 12 April 2017 BDO AS Arve Garberg State Authorised Public Accountant Note: This translation from Norwegian has been prepared for information purposes only. Independent Auditor s Report 2016 Infront AS - Page 4 of 4 BDO AS, a Norwegian liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. The Register of Business Enterprises: NO VAT.

256 Appendix B2

257 Appendix B2

258 Appendix B2

259 Appendix B2

260 Appendix B2

261 Appendix B2

262 Appendix B2

263 Appendix B2 Infront AS - Konsern KONTANTSTRØMOPPSTILLING Kontantstrømmer fra operasjonelle aktiviteter +/- Resultat før skattekostnad Periodens betalte skatt justert for skattefunn Ordinære avskrivninger /- Endring kundefordringer /- Endring leverandørgjeld /- Endring i kortsiktig fordringer og gjeld = Netto kontantstrøm fra operasjonelle aktiviteter Kontantstrømmer fra investeringsaktiviteter + Innbetalinger ved salg av varige driftsmidler Utbetalinger ved kjøp av driftsmidler Utbetalinger ved kjøp av immaterielle eiendeler Utbetalinger ved kjøp av andre investeringer = Netto kontantstrøm fra investeringsaktiviteter Kontantstrømmer fra finansieringsaktiviteter + Innbetalinger ved opptak av ny langsiktig gjeld Utbetalinger ved nedbetaling av langsiktig gjeld Utbetalinger ved langsiktige fordringer Innbetalinger ved langsiktige fordringer Kjøp av egne aksjer Utbetalinger av utbytte = Netto kontantstrøm fra finansieringsaktiviteter = Netto endring i kontanter og kontantekv Beholdning av kontanter og kontantevk = Beholdning av kontanter og kontantekv

264 Appendix B2 Infront AS KONTANTSTRØMOPPSTILLING Kontantstrømmer fra operasjonelle aktiviteter +/- Resultat før skattekostnad Periodens betalte skatt justert for skattefunn Ordinære avskrivninger Resultatført konsernbidrag og utbytte Resultatført gevinst aksjesalg 0 0 +/- Endring kundefordringer /- Endring leverandørgjeld /- Endring i kortsiktig fordringer og gjeld = Netto kontantstrøm fra operasjonelle aktiviteter Kontantstrømmer fra investeringsaktiviteter + Innbetalinger ved salg av varige driftsmidler Utbetalinger ved kjøp av varige driftsmidler Netto innbetalinger ved salg av aksjer og andeler Utbetalinger ved kjøp av aksjer og andeler Netto kontantstrøm fra konsernbidrag og utbytte = Netto kontantstrøm fra investeringsaktiviteter Kontantstrømmer fra finansieringsaktiviteter + Innbetalinger ved opptak av ny langsiktig gjeld Utbetalinger ved nedbetaling av langsiktig gjeld Utbetalinger ved langsiktige fordringer Innbetalinger ved langsiktige fordringer Innbetalinger av egenkapital Utbetaling ved kjøp av egne aksjer Utbetalinger av utbytte = Netto kontantstrøm fra finansieringsaktiviteter = Netto endring i kontanter og kontantekv Beholdning av kontanter og kontantevk = Beholdning av kontanter og kontantekv

265 Appendix B2 Resultat - mor/konsern Infront AS - Konsern Morselskap Konsern Note Driftsinntekter og driftskostnader , ,00 Salgsinntekt , , , ,00 Sum driftsinntekter , , , ,00 Varekostnad , , , ,00 Lønnskostnader 2, , , , ,00 Avskr. driftsmidler og immat. eiendeler 5, , , , ,00 Annen driftskostnad , , , ,00 Sum driftskostnader , , , ,00 Driftsresultat , ,00 Finansinntekter og finanskostnader , ,00 Inntekt på investering i datterselskap 0,00 0, , ,00 Annen renteinntekt , , , ,00 Annen finansinntekt , , , ,00 Annen rentekostnad , , , ,00 Annen finanskostnad , , , ,00 Resultat av finansposter , , , ,00 Ordinært resultat før skattekostnad , , , ,00 Skattekostnad , , , ,00 Årsoverskudd , ,00 Overføringer 0, ,00 Avsatt til utbytte 0, , ,00 0,00 Avsatt til annen egenkapital ,00 0,00 0, ,00 Overført fra annen egenkapital 0, , , ,00 Sum disponert , ,00 Infront AS - Konsern Side

266 Appendix B2 Balanse - mor/konsern Infront AS - Konsern Morselskap Note Eiendeler Anleggsmidler Immaterielle eiendeler , ,00 Forskning og utvikling , ,00 Utsatt skattefordel 4 0,00 0,00 Goodwill , ,00 Sum immaterielle eiendeler Varige driftsmidler , ,00 Driftsløsøre, inventar o.a. utstyr 6, , ,00 Sum varige driftsmidler Finansielle anleggsmidler , ,00 Investeringer i datterselskap , ,00 Investeringer i aksjer og andeler 0,00 0,00 Andre langsiktige fordringer , ,00 Sum finansielle anleggsmidler , ,00 Sum anleggsmidler Omløpsmidler Fordringer , ,00 Kundefordringer 7, , ,00 Andre fordringer , ,00 Sum fordringer 0,00 0,00 Markedsbaserte aksjer 0,00 0,00 Sum investeringer , ,00 Bankinnskudd, kontanter o.l , ,00 Sum omløpsmidler , ,00 Sum eiendeler Egenkapital og gjeld Innskutt egenkapital , ,00 Aksjekapital 9, 10

267 Appendix B2-722,00-647,00 Egne aksjer , ,00 Overkurs , ,00 Sum innskutt egenkapital Opptjent egenkapital , ,00 Annen egenkapital , ,00 Sum opptjent egenkapital , ,00 Sum egenkapital Gjeld Avsetning for forpliktelser Annen langsiktig gjeld , ,00 Øvrig langsiktig gjeld , ,00 Sum annen langsiktig gjeld Kortsiktig gjeld , ,00 Leverandørgjeld 7 0, ,00 Betalbar skatt , ,00 Skyldig offentlige avgifter 0, ,00 Utbytte , ,00 Annen kortsiktig gjeld , ,00 Sum kortsiktig gjeld , ,00 Sum gjeld , ,00 Sum egenkapital og gjeld Infront AS - Konsern

268 Appendix B2 Konsern , , , , , , , , , , , ,00 0,00 0, , , , , , , , , , , , , , , , , , , , , , , , , , ,00

269 Appendix B2-722,00-647, , , , , , , , , , ,00 0,00 0,00 0,00 0, , , , , , ,00 0, , , , , , , , , ,00 Side

270 Appendix B2

271 Appendix B2

272 Appendix B2

273 Appendix B2

274 Appendix B2

275 Appendix B2

276 Appendix B2

277 Appendix B2

278 Appendix B2

279 Appendix B2

280 Appendix B2

281 Appendix B2 Registrer faste opplysninger her: Selskapets navn Infront AS Regnskapsår 2015 Antall aksjer Pålydende pr aksje 0 Bundne innskudd Fortsett til notene ved å trykke her: Gå til notene

282 Appendix B2 Infront AS Noteopplysninger for 2015 Note 1 - Regnskapsprinsipper Årsregnskapet er satt opp i samsvar med regnskapslovens bestemmelser og god regnskapsskikk i Norge. Konsolidering Konsernregnskapet inkluderer Infront AS og selskaper som Infront AS har bestemmende innflytelse over. Bestemmende innflytelse oppnås normalt når konsernet eier mer enn 50 % av aksjene i selskapet, og konsernet er i stand til å utøve faktisk kontroll over selskapet. Minoritetsinteresser inngår i konsernets egenkapital. Transaksjoner og mellomværende mellom selskapene i konsernet er eliminert. Konsernregnskapet er utarbeidet etter ensartede prinsipper, ved at datterselskapet følger de samme regnskapsprinsipper som morselskapet. Oppkjøpsmetoden benyttes ved regnskapsføring av virksomhetssammenslutninger. Selskaper som er kjøpt eller solgt i løpet av året inkluderes i konsernregnskapet fra det tidspunktet kontroll oppnås og inntil kontroll opphører. Bruk av estimater Ledelsen har brukt estimater og forutsetninger som har påvirket resultatregnskapet og verdsettelsen av eiendeler og gjeld, samt usikre eiendeler og forpliktelser på balansedagen under utarbeidelsen av årsregnskapet i henhold til god regnskapsskikk. Driftsinntekter Inntektsføring ved salg av varer skjer på leveringstidspunktet. Tjenester inntektsføres etter hvert som de leveres. Omløpsmidler/kortsiktig gjeld Omløpsmidler og kortsiktig gjeld omfatter normalt poster som forfaller til betaling innen ett år etter balansedagen, samt poster som knytter seg til varekretsløpet. Omløpsmidler vurderes til laveste verdi av anskaffelseskost og antatt virkelig verdi. Varige driftsmidler og avskrivninger Anleggsmidler omfatter eiendeler bestemt til varig eie og bruk. Anleggsmidler er vurdert til anskaffelseskost. Varige driftsmidler balanseføres og avskrives over driftsmidlets økonomiske levetid. Datterselskap Datterselskapet og tilknyttede selskaper vurderes etter kostmetoden i selskapsregnskapet. Investeringen er vurdert til anskaffelseskost for aksjene med mindre nedskrivning har vært nødvendig. Det er foretatt nedskrivning til virkelig verdi når verdifall skyldes årsaker som ikke kan antas å være forbigående og det må anses nødvendig etter god regnskapsskikk. Nedskrivninger er reversert når grunnlaget for nedskrivning ikke lenger er til stede. Utbytte, konsernbidrag og andre utdelinger fra datterselskap er inntektsført samme år som det er avsatt i givers regnskap. Overstiger utbyttet/konsernbidraget andel av opptjent resultat etter anskaffelsestidspunktet, representerer den overskytende del tilbakebetaling av investert kapital, og utdelingene er fratrukket investeringens verdi i balansen til morselskapet. Valuta Transaksjoner i utenlandsk valuta omregnes til kursen på transaksjonstidspunktet. Pengeposter i utenlandsk valuta omregnes til norske kroner ved å benytte balansedagens kurs. Ikke-pengeposter som måles til historisk kurs uttrykt i utenlandsk valuta, omregnes til norske kroner ved å benytte valutakursen på transaksjonstidspunktet. Ikke-pengeposter som måles til virkelig verdi uttrykt i utenlandsk valuta, omregnes til valutakursen fastsatt på balansetidspunktet. Valutakursendringer resultatføres løpende i regnskapsperioden. Side 2 av 12

283 Appendix B2 Infront AS Noteopplysninger for 2015 Fordringer Kundefordringer og andre fordringer oppføres til pålydende etter fradrag for avsetning til forventet tap. Avsetning til tap gjøres på grunnlag av en individuell vurdering av de enkelte fordringene. I tillegg gjøres det for kundefordringer en uspesifisert avsetning for å dekke generell tapsrisiko. Immaterielle eiendeler Oppkjøpte immaterielle eiendeler balanseføres og avskrives over antatt økonomisk levetid. Goodwill avskrives over 5 år. Skatt Skattekostnaden i resultatregnskapet omfatter både periodens betalbare skatt og endring i utsatt skatt. Utsatt skatt i resultatregnskapet er skatt beregnet på endringer i midlertidige forskjeller mellom skattemessige og regnskapsmessige verdier og inngår som en del av selskapets totale skattekostnader. Utsatt skatt avsettes som langsiktig gjeld i balansen. I den grad utsatt skattefordel overstiger utsatt skatt, medtas utsatt skattefordel i balansen iht god regnskapsskikk. Kontantstrømoppstilling Kontantstrømoppstillingen er utarbeidet etter den indirekte metode. Kontanter og kontantekvivalenter omfatter kontanter, bankinnskudd og andre kortsiktige, likvide plasseringer. Side 3 av 12

284 Appendix B2 Infront AS Noteopplysninger for 2015 Note 2 - Ansatte, godtgjørelser, lån til ansatte m.m. Konsern: Lønnskostnader består av følgende poster: Lønnskostnader Lønninger Folketrygdavgift Pensjonskostnader Andre lønns- og personalkostnader Skattefunn vedrørende personalkostnader Sum Antall årsverk sysselsatt Revisor Lovpålagt revisjon Andre tjenester Morselskap: Lønnskostnader består av følgende poster: Lønnskostnader Lønninger Folketrygdavgift Pensjonskostnader Andre lønns- og personalkostnader Skattefunn vedrørende personalkostnader Sum Antall årsverk sysselsatt Godtgjørelser Daglig leder Styret Lønn Annen godtgjørelse Revisor Lovpålagt revisjon Attestasjonstjenester og annen bistand Alle beløp er eks. mva Note 3 Pensjonsforpliktelser Morselskap: Selskapet er pliktig til å ha tjenestepensjonsordning etter lov om obligatorisk tjenestepensjon. Selskapets pensjonsordninger tilfredsstiller kravene i denne lov. Side 4 av 12

285 Appendix B2 Infront AS Noteopplysninger for 2015 Note 4 Skattekostnad Konsern: Årets skattekostnad består av: Betalbar skatt Negativ betalbar skatt / Skattefunn Endring utsatt skatt Valutajustering betalbar skatt Netto skattekostnad Utsatt skattefordel Netto grunnlag Utsatt skattefordel Skattesats på midlertidige forskjeller 25 % 27 % Oversikt over midlertidige forskjeller: Driftsmidler Fordringer Fremførbart underskudd Andre midlertidige forskjeller Sum Morselskap: Årets skattekostnad består av: Betalbar skatt 0 Endring utsatt skatt Skattefunn fra Netto skattekostnad Utsatt skattefordel Netto grunnlag Utsatt skattefordel Skattesats på midlertidige forskjeller 25 % 27 % Alle midlertidige forskjeller kan utlignes, og dette er gjennomført i beregningen av utsatt skatt. Oversikt over midlertidige forskjeller: Driftsmidler Fordringer og gjeld Fremførbart underskudd Sum Side 5 av 12

286 Appendix B2 Infront AS Noteopplysninger for 2015 Note 5 - Immaterielle eiendeler Konsern: Forskning og utvikling Goodwill Totalt Anskaffelseskost pr Tilgang Avgang 0 0 Anskaffelseskost pr Akkumulerte avskrivninger pr Bokført verdi pr Årets avskrivninger Årets nedskrivninger Økonomisk levetid 3 år 5 år Avskrivningsplan Lineær Lineær Morselskap: Forskning og utvikling Totalt Anskaffelseskost pr Tilgang Avgang 0 0 Anskaffelseskost pr Akkumulerte avskrivninger pr Nedskrivninger pr Reverserte nedskrivninger pr Av-, nedskrivninger og reverserte nedskrivninger pr Bokført verdi pr Årets avskrivninger Årets nedskrivninger 0 0 Årets reverserte nedskrivninger 0 0 Økonomisk levetid Avskrivningsplan 3 år Lineær Side 6 av 12

287 Appendix B2 Infront AS Noteopplysninger for 2015 Note 6 - Driftsløsøre og inventar Konsern: Driftsløsøre og inventar Totalt Anskaffelseskost pr Tilgang i år Avgang i år 0 0 Anskaffelseskost pr Akkumulerte avskrivninger pr Bokført verdi pr Årets avskrivninger Årets nedskrivninger 0 0 Økonomisk levetid 3-5 år Avskrivningsplan Lineær Morselskap: Driftsløsøre og inventar Totalt Anskaffelseskost pr Tilgang i år Avgang i år 0 0 Anskaffelseskost pr Akkumulerte avskrivninger pr Bokført verdi pr Årets avskrivninger Årets nedskrivninger 0 0 Økonomisk levetid 3-5 år Avskrivningsplan Lineær Det er benyttet samme avskrivningsplan som i fjorårets regnskap. Side 7 av 12

288 Appendix B2 Infront AS Noteopplysninger for 2015 Note 7 - Konsern, tilknyttet selskap m v Morselskap: Selskapet har eierandeler i: Firma Forretnings-kontor Eierandel Oppkjøpsdato Kostpris Bokført verdi The Online Trader Sweden AB Stockholm 100 % Nyhetsbyrån Direkt AB Stockholm 100 % CatalystOne AS * Oslo 100 % Infinancials SA Paris 100 % Infront Financial Information Ltd London 100 % Firma Resultat i 2015 Egenkapital pr The Online Trader Sweden AB SEK SEK etter utbytte på 5,00 MSEK Nyhetsbyrån Direkt AB SEK SEK etter utbytte på 2,45 MSEK CatalystOne AS NOK NOK etter konsernbidrag på 0,9 MNOK Infinancials SA EUR EUR etter utbytte på 0,5 MEUR Infront Financial Information Ltd GBP GBP Investeringene er regnskapsført etter kostmetoden i selskapsregnskapet. Virkelig verdi av aksjene vurderes til å overstige bokførte verdier. * Konsernbidrag mottatt fra datterselskapet har delvis blitt ansett som tilbakebetaling av investert kapital, og derfor bokført som reduksjon av kostpris Kortsiktig fordring på datterselskap Kundefordringer på datterselskap Annen kortsiktig gjeld til datterselskaper Leverandørgjeld til datterselskap Langsiktig gjeld til datterselskaper Note 8 Bundne midler Morselskap: I posten inngår bundne bankinnskudd med kr Side 8 av 12

289 Appendix B2 Infront AS Noteopplysninger for 2015 Note 9 Aksjekapital og aksjonærinformasjon Selskapets aksjekapital består av aksjer pålydende kr. 0,1, i alt kr Alle aksjer har like rettigheter. Eierstruktur De største aksjonærene pr var: Antall Eierandel Stilling/verv Lindeman AS ,8 % Morten Lindeman, styremedlem. Eier 100 % av Lindeman AS. Nesbak AS ,9 % Kristian Nesbak, styremedlem og daglig leder. Eier 100 % av Nesbak AS. Kistefos Venture Capital AS ,7 % Representert ved styreleder. Kistefos Venture Capital II DA ,0 % Joachim Rosli ,6 % Hallvard Vassbotn ,5 % Sum > 5% eierandel ,5 % Sum øvrige ,5 % Totalt antall aksjer ,0 % Note 10 Konsern: Egenkapital Aksjekapital Egne aksjer Overkurs Annen egenkapital Sum Egenkapital pr Årets resultat Kjøp av egne aksjer Valutadifferanser Foreslått utbytte 0 0 Egenkapital pr Morselskap: Aksjekapital Egne aksjer Overkurs Annen egenkapital Sum Egenkapital pr Årets resultat Kjøp av egne aksjer Foreslått utbytte 0 0 Egenkapital pr Selskapet eier egne aksjer for å kunne tilby disse til de ansatte i selskapet. Side 9 av 12

290 Appendix B2 Infront AS Noteopplysninger for 2015 Note 11 Finansposter Konsern: Finansinntekter Renteinntekter Valutagevinst og annen finansinntekt Sum finansinntekter Finanskostnader Rentekostnader Valutatap og annen finanskostnad Sum Finanskostnader Morselskap: Finansinntekter Renteinntekter Valutagevinst Inntekt på investering i datter Sum finansinntekter Finanskostnader Rentekostnader Valutatap Annen finanskostnad Sum Finanskostnader Side 10 av 12

291 Appendix B2 Infront AS Noteopplysninger for 2015 Note 12 Konsern: Salgsinntekter Pr. Virksomhetsområde og geografisk fordeling Norge Engangsinntekter Abonnement The Online Trader Andre tjenester Sum Utland Engangsinntekter Abonnement The Online Trader Utgivelses- og abonnementsvirksomhet Andre tjenester Sum Totalt Morselskap: Pr. Virksomhetsområde Norge Engangsinntekter Abonnement The Online Trader Sum Utland Engangsinntekter Abonnement The Online Trader Sum Totalt Side 11 av 12

292 Appendix B2 Infront AS Noteopplysninger for 2015 Note 13 Konsern Langsiktig gjeld Pantesikret gjeld Gjeld til kredittinstitusjoner 0 0 Bokført verdi av eiendeler som er stilt som sikkerhet Kundefordringer 0 0 Driftsmidler 0 0 Andel av langsiktig gjeld som forfaller senere enn 5 år etter balanse dagen Gjeld til kredittinstitusjoner 0 0 Morselskap Pantesikret gjeld Gjeld til kredittinstitusjoner 0 0 Bokført verdi av eiendeler som er stilt som sikkerhet Kundefordringer 0 0 Driftsmidler 0 0 Andel av langsiktig gjeld som forfaller senere enn 5 år etter balanse dagen Gjeld til kredittinstitusjoner 0 0 Side 12 av 12

293 Appendix B2

294 Appendix B2

295 Q Infront ASA interim report Appendix C

296 Appendix C Q2 was a strong quarter for Infront with an increase in revenue of 19% to NOK 63.5 million (NOK 53.5 million) fueled by strategic alliances and acquisitions in the past quarters. As part of the partnership with SIX Financial Information, we welcomed a substantial base of new customers this quarter. Users have reported a smooth transition from SIX Edge and Starweb to Infront and added product value. I am proud of the team who has gone the extra mile to deliver individual training and support to these users and made sure they are welcomed in the best way possible. We started to see some revenue impact from this agreement and the acquisitions of SIX News, TDN Finans and Inquiry Financial. We expect further revenue impact in the coming quarters. In addition to a strong sales quarter for our flagship product, the Infront Professional terminal, we closed a contract with Nordnet, to offer their retail investors the new trading application Web Trader. This will replace Nordnet s Wintrade, with its users in Norway, Sweden, Denmark and Finland. After having landed yet another contract for our web based retail solution we have experienced an increased interest for our web products and consider this as a growth area in the coming quarters. - Kristian Nesbak, CEO and Founder Q SUMMARY Revenue increased by 19 % to NOK 63.5 million (NOK 53.5 million), mainly due to positive contributions from the acquisitions of TDN Finans, Inquiry Financial Europe AB and SIX News and migration of SIX Edge customers. Adjusted EBITDA increased by 10 % to NOK 12.4 million (NOK 11.3 million), driven by higher revenues across all segments. Net income was negative NOK 1.5 million (NOK 5.0 million) Earnings per share amounted to negative NOK 0.65 (NOK 2.35) KEY FIGURES (NOK million) Q Q Revenues Gross profit EBITDA EBITDA adjusted

297 Appendix C OPERATIONAL REVIEW Infront provides a unique combination of real-time global market data, news, analytics and trading tools to private and institutional investors. These proven solutions have been developed by industry experts over the past 20 years delivering technology that keeps Infront s clients ahead of the game. The Infront terminal has become the most intuitive and flexible financial data terminal available, helping institutions reduce costs, adapt to fast changing market requirements and work more effectively with increasing amounts of information. Infront is located in London, Paris, Cape Town, Johannesburg, Stockholm, Copenhagen and Oslo. Terminals and Solutions Q Terminals and Solutions revenue from external customers was NOK 46.4 million, representing 15% growth from Q In Q2 2017, focus was on continued migration of SIX Edge users to the Infront platform. As of 30 June 2017, roughly 59 % of the SIX Edge and Starweb net revenues had been migrated to Infront. News Q News revenue from external customers was NOK 11.4 million, representing 35 % growth from Q Growth was mainly driven by acquisitions of TDN Finans in Q and SIX News in Q The acquisitions have been successfully integrated and we expect continued strong performance. Analytics and Other Q Analytics and Other revenue from external customers was NOK 6.0 million, representing 19 % growth from Q REVENUE PER REGION (NOK million) REVENUE PER SEGMENT (NOK million) 2

298 Appendix C FINANCIAL REVIEW Operating Revenues Consolidated operating revenues for Q amounted to NOK 63.5 million (NOK 53.5 million), an increase of NOK 10.0 million, or 18.7 %. The increase reflects increased sales and prices across the Group, the inclusion of external revenues from TDN Finans AS, the effect of the acquisition of Inquiry Financial Europe AB, as well as initial impact from the SIX transaction. Cost of Services Rendered Consolidated cost of services rendered for the period amounted to NOK 19.5 million (NOK 17.2 million), an increase of NOK 2.3 million, or 13.4 %. The increase reflects the net effect of improved exchange rates and reclassification of purchases from TDN Finans AS as intercompany costs and higher activity. Employee Benefit Expenses Consolidated expenses for employee benefits amounted to NOK 22.6 million (NOK 17.2 million), an increase of NOK 5.5 million, or 31.7 %. The increase is primarily due to inclusion of TDN Finans AS and Inquiry Financial Europe AB as well as increased staff levels in Group in connection with expansion in UK and South Africa, and general salary increases. The Group employed 118 FTEs at the end of Q (95). Other Operating Expenses Consolidated other operating expenses amounted to NOK 17.4 million in Q (NOK 7.9 million), an increase of NOK 9.5 million, or %. The increase is primarily due to increased use of external consultants and advisors as part of the IPO process and M&A activity of NOK 8.3 million during the quarter. Adjusted for these costs, other operating expenses increased to NOK 9.0 million (NOK 7.9 million). EBITDA The Q EBITDA was NOK 4.0 million, compared to NOK 11.3 million in Q EBITDA adjusted for Q was NOK 12.4 million (11.3 million), an increase of NOK 1.1 million, or 9.9 %. Net Financial Income Consolidated net financial expenses amounted to NOK 0.7 million in Q (net financial expenses of NOK 1.4 million), a decrease of NOK 0.8 million. This movement is primarily a result of foreign exchange transactions and translations. Income Tax Expenses Income tax expenses for the period was NOK -0.3 million (NOK 1.6 million), a decrease of NOK 1.8 million, or 118.7%. 3

299 Appendix C Profit for the Period Due to the effects discussed above, consolidated loss for the period amounted to NOK 1.5 million (profit of NOK 5.0 million), a decrease of NOK 6.5 million, or 130.0%. Earnings per Share This represents a Q earnings of NOK per share, compared to earnings of NOK 2.35 per share in Q Total Assets Total assets at the end of Q amounted to NOK million, compared to NOK million at the end of Q4 2016, an increase of NOK 8.0 million, or 4.4 %. The increase is due to an increase of noncurrent assets. Total equity decreased during the period, due to the fair value estimate of option related to payment for remaining stake in Inquiry Financial Europe AB. Intangible Assets and Property, Plant and Equipment Intangible assets and Equipment and fixtures increased to NOK million (NOK million), an increase of NOK 11.4 million, or 9.7%. The increase is primarily due to the acquisition of Inquiry Financial Europe AB and an investment in IT hardware. Trade and other Receivables Trade and other receivables amounted to NOK 29.5 million at the end of Q2 2017, compared to NOK 24.9 million at the end of Q4 2016, an increase of NOK 4.6 million, or 18.6%. Cash and Cash Equivalents The Q cash position was NOK 29.6 million, compared to NOK 37.6 million at the end of Q The decrease was primarily due to cash outflows related to the acquisition of 77.2 % of Inquiry Financial Europe AB and payment to SIX Financial Information related to takeover of operations of SIX News (the Nordic operations). Total Non-Current Liabilities Total non-current liabilities at the end of Q were NOK 55.2 million, compared to NOK 45.5 million at the end of Q The increase was primarily due to the fair value estimate of option related to payment for remaining stake in Inquiry Financial Europe AB. Total Current Liabilities Total current liabilities at the end of Q were NOK 97.9 million, compared to NOK 95.1 million at the end of Q

300 Appendix C Cash Flow from Operating Activities Consolidated net cash flow from operational activities amounted to NOK 13.7 million in 1H 2017 (NOK 11.6 million), an increase of NOK 2.1 million, or 17.7%. The underlying operations represented by EBITDA of NOK 10.3 million in H (NOK 18.1 million) were lower and overall negatively impacted by IPO-related costs. However, changes in net working capital more than compensated for this reduction, as it had a positive effect in H of NOK 6.5 million (negative NOK 3.6 million). This was primarily due to an increase in trade and other payables as well as a positive contribution from deferred revenues. Cash Flow from Investing Activities Consolidated net cash flow from investing activities was negative at NOK 28.5 million in H (negative NOK 25.0 million), a decrease of NOK 3.5 million, or 14.1%. The decrease was driven by the acquisition of 77.22% of Inquiry Financial Europe AB, payment to SIX Financial Information related to takeover of operations of SIX News (the Nordic operations) and investment in IT hardware. Investments in software development stayed relatively flat at NOK 5.1 million in H (NOK 5.5 million). Cash Flow from Financing Activities Net cash flow from financing activities was positive at NOK 5.6 million (NOK 0.0 million). This reflects the draw on the revolving credit facility per

301 Appendix C INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS Consolidated income statement (NOK 1.000) Note Q Q YTD 2017 YTD 2016 Revenues Total operating revenues Cost of services rendered Salary and personnel expenses Other operating expenses Depreciation and amortisation Total operating expenses Operating profit Financial income Financial expenses Financial income/(expenses) - net Profit before income tax Income tax expense Profit for the period Profit is attributable to: Owners of Infront AS Non-controlling interests Earnings per share Basic and diluted earnings per share

302 Appendix C Statement of comprehensive income (NOK 1.000) Note Q Q YTD 2017 YTD 2016 Profit for the period Other comprehensive income (net of tax): Exchange differences on translation of foreign operations Total comprehensive income for the period Total comprehensive income is attributable to: Owners of Infront AS Non-controlling interests

303 Appendix C Consolidated statement of financial position (NOK 1.000) Note ASSETS Non-current assets Equipment and fixtures Intangible assets Deferred tax asset Pension assets Receivables Total non-current assets Current assets Trade and other receivables Cash and cash equivalents Total current assets TOTAL ASSETS (NOK 1.000) Note EQUITY AND LIABILITIES Equity Share capital Share premium Treasury shares 0 0 Other equity Total equity attributable to owners of the parent Non-controlling interests Total equity Non-current liabilities Pension liabilities Deferred tax liabilities Other non-current financial liabilities Total non-current liabilities Current liabilities Borrowings Trade and other payables Other current financial liabilities Deferred revenue Current tax liabilities Total current liabilities Total liabilities TOTAL EQUITY AND LIABILITIES

304 Appendix C Consolidated statement of cash flows (NOK 1.000) Note YTD 2017 YTD 2016 Cash flows from operating activities Profit (loss) before tax Adjustments for Taxes paid Depreciation, amortisation and net impairment losses Pension expense without cash effect Change in operating assets and liabilities, net of effects from purchase of controlled entities Change in trade receivable and other receivables Change in derivative financial instruments Change in deferred revenue Change in trade and other payables Net cash inflow from operating activities Cash flows from investing activities Payment for acquisitions of subsidiary, net of cash acquired Payment for intangible assets Payment for property, plant and equipment Payment for software development costs Net cash (outflow) from investing activities Cash flows from financing activities Proceeds from borrowings Net cash (outflow) from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents 1 January Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents 30 June

305 Appendix C Consolidated statement of changes in equity (NOK 1.000) Share capital Attributable to the owners of the parent Treasury Translation shares differences Share premium Retained earnings Total Noncontrolling interest Balance at 31 December Profit/loss for 1 January to 30 June Currency translation differences Capital increase 0 Balance at 30 June Balance at 31 December Profit/loss for 1 January to 30 June Currency translation differences Non-controlling interests on acquisition of subsidiary Preliminary estimate of fair value of put option acquisition of subsidiary Balance at 30 June Total equity 10

306 Appendix C NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS Note 1. Accounting principles General Information Infront ASA, the parent company of the Infront group (the group) is a limited liability company incorporated and domiciled in Norway, with its head office in Fjordalléen 16, 0250 Oslo. The Group is a leading market data and trading solution provider in the Nordics. The Infront terminal is an intuitive and flexible terminal within the financial markets offering global real-time market data, trading, news and analytics covering key markets. In addition, the group comprise the leading financial news agencies in Sweden and Norway. These consolidated financial statements have been approved for issuance by the Board of Directors on 21 August The figures in the statements have been limited audited. Basis of Preparation The interim consolidated financial statements for the second quarter 2017, ending 30 June 2017, were prepared in accordance with IAS 34 Interim Financial Reporting. The interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the group s annual report for The accounting policies adopted in the interim financial statements are consistent with the standards and interpretations followed in the preparation of the group s annual financial statements for the year ended 31 December The standards and interpretations effective from 1 January 2017 do not have a significant impact on the group s consolidated interim financial statements. Note 2. Segment information 11

307 Appendix C Revenue per region Norway Sweden Other Eliminations Consolidated Revenue External customers Inter-segment Total revenue EBITDA Total assets Total liabilities Depreciation and amortisation Revenue per region Norway Sweden Other Eliminations Consolidated Revenue External customers Inter-segment Total revenue EBITDA Total assets Total liabilities Depreciation and amortisation

308 Appendix C Revenue per segment Terminals and Solutions Analytics and other Eliminations Consolidated News Revenue External customers Inter-segment Total revenue EBITDA Total assets Total liabilities Depreciation and amortisation Revenue per segment 30 June 2016 Terminals and Solutions Analytics and other Eliminations Consolidated News Revenue External customers Inter-segment Total revenue EBITDA Total assets Total liabilities Depreciation and amortisation

309 Appendix C Note 3. Number of employees Number of employees (full-time equivalents) at the end of the second quarter was 118 in 2017 compared to 95 in Note 4. Investment in subsidiaries Company Date of Consolidated Registered Voting Ownership acquisition (yes/no) office share share The Online Trader Sweden AB yes Stockholm 100 % 100 % Nyhetsbyrån Direkt AB yes Stockholm 100 % 100 % CatalystOne AS yes Oslo 100 % 100 % Infinancials SA* yes Paris 100 % 100 % Infront Financial Information Ltd yes London 100 % 100 % TDN Finans AS yes Oslo 100 % 100 % Infront SA (Pty) Ltd yes Johannesburg 100 % 100 % Inquiry Financial Europe AB yes Stockholm 77 % 77 % *4 shares of (0 %) is held by executive Management in Norway. 14

310 Appendix C Note 5. Business combination The Infront Group effected two acquisitions in Refer to the financial statement for 2016 for further information. In March 2017 the acquisition of Inquiry Financial Europe AB was effected. Refer to the Q report for further information. Note 6. IPO and M&A related expenses Expenses as at 30 June 2017: External expenses Internal expenses Cost of services rendered Salary and personnel costs Other operating and financial expenses Sum Total 15

311 Appendix C Infront AS Headquarter Fjordalléen Oslo Website ir@infrontfinance.com 16

312 Appendix C Tlf : Fax: Malmskriverveien 18 Postboks Sandvika To the Board of Directors of Infront ASA Report on Review of Interim Financial Information Introduction We have reviewed the accompanying consolidated condensed balance sheet of Infront ASA as of 30 June 2017 and the related consolidated condensed statements of income, changes in equity and cash flows for the six-month period then ended. Management is responsible for the preparation and presentation of this condensed consolidated interim financial information in accordance with International Accounting Standard 34 "Interim Financial Reporting". Our responsibility is to express a conclusion on this interim financial information based on our review. Scope of Review We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with standards on auditing adopted by Den Norske Revisorforening, and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34 "Interim Financial Reporting". Sandvika, August, BDO AS Arve Garberg State Authorised Public Accountant Note: This translation from Norwegian has been prepared for information purposes only. BDO AS, et norsk aksjeselskap, er deltaker i BDO International Limited, et engelsk selskap med begrenset ansvar, og er en del av det internasjonale BDO-nettverket, som består av uavhengige selskaper i de enkelte land. Foretaksregisteret: NO MVA.

313 Appendix D1 APPLICATION FORM FOR THE RETAIL OFFERING General information: The terms and conditions for the Retail Offering are set out in the prospectus dated 19 September 2017 (the "Prospectus"), which has been issued by Infront ASA (the "Company") in connection with the sale of new shares to be issued by the Company and the secondary sale of existing shares in the Company by the Company's principal shareholders Lindeman AS, Morten Lindeman, Nesbak AS, Kristian Nesbak, Kistefos Venture Capital AS and Kistefos Venture Capital II DA (collectively the "Principal Shareholders") as well as certain other shareholders as listed in Section 5.16 "Selling Shareholders" of the Prospectus (collectively, the "Other Selling Shareholders" and together with the Principal Shareholders the "Selling Shareholders"), and the listing of the Company's Shares on Oslo Børs, alternatively Oslo Axess. All capitalised terms not defined herein shall have the meaning as assigned to them in the Prospectus. Application procedure: Norwegian applicants in the Retail Offering who are residents of Norway with a Norwegian personal identification number may apply for Offer Shares by using the following websites: and Swedish applicants in the Retail Offering who have a securities account with the VPS system may place their application with the application offices set out below. Other Swedish applicants should place their application with Nordnet Bank NUF acting as placing agent for the Retail Offering on behalf of the Managers. Applications in the Retail Offering can also be made by using this Retail Application Form attached to the Prospectus as Appendix D1 (Application Form for the Retail Offering). Retail Application Forms must be correctly completed and submitted by the applicable deadline to Nordnet Bank NUF or one of the following application offices: ABG Sundal Collier ASA Danske Bank, Norwegian branch Munkedamsveien 45 D, N-0115 Oslo Bryggetorget 4, N-0250 Oslo P.O. Box 1444 Vika P.O. Box 1170 Sentrum Norway Norway Telephone: Telephone: retail@abgsc.no emisjoner@danskebank.com Web: Web: The applicant is responsible for the correctness of the information filled in on this Retail Application Form. Retail Application Forms that are incomplete or incorrectly completed, electronically or physically, or that are received after expiry of the Application Period, and any application that may be unlawful, may be disregarded without further notice to the applicant. Subject to any extension of the Application Period, applications made through the VPS online application system must be duly registered by 16:30 hours (CET) on 27 September 2017, while applications made on Retail Application Forms must be received by one of the application offices by the same time. None of the Company, the Selling Shareholders or any of the Managers may be held responsible for postal delays, internet lines or servers or other logistical or technical matters that may result in applications not being received in time or at all by any of the application offices. All applications made in the Retail Offering will be irrevocable and binding upon receipt of a duly completed Retail Application Form, or in the case of applications through the VPS online application system, upon registration of the application, irrespective of any extension of the Application Period, and cannot be withdrawn, cancelled or modified by the applicant after having been received by the application office, or in the case of applications through the VPS online application system, upon registration of the application. Price of Offer Shares: The indicative price range (the "Indicative Price Range") for the Offering is from NOK 20 to NOK 23 per Offer Share. The Principal Shareholders and the Board of Directors, in consultation with the Managers, will determine the final Offer Price on the basis of applications received and not withdrawn in the Institutional Offering during the Bookbuilding Period and the number of applications received in the Retail Offering and the Employee Offering. The Offer Price will be determined on or about 27 September The Offer Price may be set within, below or above the Indicative Price Range. Each applicant in the Retail Offering will be permitted, but not required, to indicate when ordering through the VPS online application system or on the Retail Application Form that the applicant does not wish to be allocated Offer Shares should the Offer Price be set higher than the highest price in the Indicative Price Range. If the applicant does so, the applicant will not be allocated any Offer Shares in the event that the Offer Price is set higher than the highest price in the Indicative Price Range. If the applicant does not expressly stipulate such reservation when ordering through the VPS online application system or on the Retail Application Form, the application will be binding regardless of whether the Offer Price is set within or above (or below) the Indicative Price Range. Allocation, payment and delivery of Offer Shares: ABG Sundal Collier ASA, acting as settlement agent for the Retail Offering, expects to issue notifications of allocation of Offer Shares in the Retail Offering on or about 27 September 2017, by issuing allocation notes to the applicants by mail or otherwise. Any applicant wishing to know the precise number of Offer Shares allocated to it may contact one of the application offices from on or about 28 September 2017 during business hours. Applicants who have access to investor services through an institution that operates the applicant's VPS account should be able to see the number of Offer Shares they have been allocated from on or about 28 September In registering an application through the VPS online application system or by completing and submitting a Retail Application Form, each applicant in the Retail Offering will authorise ABG Sundal Collier ASA (on behalf of the Managers) to debit the applicant's Norwegian bank account for the total amount due for the Offer Shares allocated to the applicant. Accounts will be debited on or about 29 September 2017 (the "Payment Date"), and there must be sufficient funds in the stated bank account from and including 28 September Applicants who do not have a Norwegian bank account must ensure that payment for the allocated Offer Shares is made on or before the Payment Date. Further details and instructions will be set out in the allocation notes to the applicant to be issued on or about 27 September 2017, or can be obtained by contacting ABG Sundal Collier ASA at or Danske Bank, Norwegian Branch at ABG Sundal Collier ASA (on behalf of the Managers) is only authorised to debit each account once, but reserves the right (but has no obligation) to make up to three debit attempts through 6 October 2017 if there are insufficient funds on the account on the Payment Date. Should any applicant have insufficient funds on its account, or should payment be delayed for any reason, or if it is not possible to debit the account, overdue interest will accrue and other terms will apply as set out under the heading "Overdue and missing payment" below. Subject to timely payment by the applicant, delivery of the Offer Shares allocated in the Retail Offering is expected to take place on or about 2 October 2017 (or such later date upon the successful debit of the relevant account). Guidelines for the applicant: Please refer to the second page of this Retail Application Form for further application guidelines. Applicant's VPS-account (12 digits): I/we apply for Offer Shares for a total of NOK (minimum NOK 10,500 and maximum NOK 2,499,999) Applicant's bank account to be debited (11 digits): OFFER PRICE: My/our application is conditional upon the final Offer Price not being set above the highest price in the Indicative Price Range (insert cross) (must only be completed if the application is conditional upon the final Offer Price not being set above the highest price in the Indicative Price Range): I/we hereby irrevocably (i) apply for the number of Offer Shares allocated to me/us, at the Offer Price, up to the aggregate application amount as specified above subject to the terms and conditions set out in this Retail Application Form and in the Prospectus, (ii) authorise and instruct each of the Managers (or someone appointed by any of them) acting jointly or severally to take all actions required to purchase and/or subscribe for the Offer Shares allocated to me/us on my/our behalf, to take all other actions deemed required by them to give effect to the transactions contemplated by this Retail Application Form, and to ensure delivery of such Offer Shares to me/us in the VPS, on my/our behalf, (iii) authorise ABG Sundal Collier ASA to debit my/our bank account as set out in this Retail Application Form for the amount payable for the Offer Shares allocated to me/us, and (iv) confirm and warrant to have read the Prospectus and that I/we are eligible to apply for and purchase Offer Shares under the terms set forth therein. Date and place*: Binding signature**: * Must be dated during the Application Period. ** The applicant must be of legal age. If the Retail Application Form is signed by a proxy, documentary evidence of authority to sign must be attached in the form of a Power of Attorney or Company Registration Certificate. DETAILS OF THE APPLICANT ALL FIELDS MUST BE COMPLETED First name Surname/Family name/company name Home address (for companies: registered business address) Zip code and town Identity number (11 digits) / business registration number (9 digits) Nationality Telephone number (daytime) address

314 Appendix D1 GUIDELINES FOR THE APPLICANT THIS RETAIL APPLICATION FORM IS NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE "SELLING RESTRICTIONS" BELOW. Regulatory issues: Legislation passed throughout the European Economic Area (the "EEA") pursuant to the Markets and Financial Instruments Directive ("MiFID") implemented in the Norwegian Securities Trading Act, imposes requirements in relation to business investment. In this respect the Managers must categorise all new clients in one of three categories: Eligible counterparties, Professional and Non-professional clients. All applicants applying for Offer Shares in the Offering who/which are not existing clients of one of the Managers will be categorised as Non-professional clients. The applicant can by written request to the Managers ask to be categorised as a Professional client if the applicant fulfils the provisions of the Norwegian Securities Trading Act. For further information about the categorisation the applicant may contact the Managers. The applicant represents that it has sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits and risks of an investment decision to invest in the Company by applying for Offer Shares, and the applicant is able to bear the economic risk, and to withstand a complete loss of an investment in the Company. Execution only: As the Managers are not in the position to determine whether the application for Offer Shares is suitable for the applicant, the Managers will treat the application as an execution only instruction from the applicant to apply for Offer Shares in the Offering. Hence, the applicant will not benefit from the corresponding protection of the relevant conduct of business rules in accordance with the Norwegian Securities Trading Act. Information barriers: The Managers are securities firms, offering a broad range of investment services. In order to ensure that assignments undertaken in the Managers' corporate finance departments are kept confidential, the Managers' other activities, including analysis and stock broking, are separated from their corporate finance departments by information barriers known as "Chinese walls". The applicant acknowledges that the Managers' analysis and stock broking activity may act in conflict with the applicant's interests with regard to transactions in the Offer Shares as a consequence of such Chinese walls. VPS account and anti-money laundering procedures: The Retail Offering is subject to applicable anti-money laundering legislation, including the Norwegian Money Laundering Act of 6 March 2009 no. 11 and the Norwegian Money Laundering Regulation of 13 March 2009 no. 302 (collectively, the "Anti-Money Laundering Legislation"). Applicants who are not registered as existing customers of one of the Managers must verify their identity to one of the Managers in accordance with requirements of the Anti- Money Laundering Legislation, unless an exemption is available. Applicants who have designated an existing Norwegian bank account and an existing VPS account on the Retail Application Form are exempted, unless verification of identity is requested by a Manager. Applicants who have not completed the required verification of identity prior to the expiry of the Application Period will not be allocated Offer Shares. Participation in the Retail Offering is conditional upon the applicant holding a VPS account. The VPS account number must be stated in the Retail Application Form. VPS accounts can be established with authorised VPS registrars, who can be Norwegian banks, authorised securities brokers in Norway and Norwegian branches of credit institutions established within the EEA. Establishment of a VPS account requires verification of identity to the VPS registrar in accordance with the Anti-Money Laundering Legislation. However, non-norwegian investors may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorised by the Norwegian FSA. Selling restrictions: The Offering is subject to specific legal or regulatory restrictions in certain jurisdictions, see Section 17 "Selling and Transfer Restrictions" in the Prospectus. Neither the Company nor the Selling Shareholders assume any responsibility in the event there is a violation by any person of such restrictions. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be taken up, offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within, into or from the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States. The Offer Shares will, and may, not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within, into or from any jurisdiction where the offer or sale of the Offer Shares is not permitted, or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any jurisdiction where the offer or sale is not permitted, except pursuant to an applicable exemption. In the Retail Offering, the Offer Shares are being offered and sold to certain persons outside the United States in offshore transactions within the meaning of and in compliance with Rule 903 of Regulation S under the U.S. Securities Act. The Company has not authorised any offer to the public of its securities in any Member State of the EEA other than Norway and Sweden. With respect to each Member State of the EEA other than Norway and Sweden and which has implemented the EU Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of the Offer Shares requiring a publication of a prospectus in any Relevant Member State. Any offers outside Norway and Sweden will only be made in circumstances where there is no obligation to produce a prospectus. Stabilisation: In connection with the Offering, ABG Sundal Collier ASA (as the "Stabilisation Manager"), or its agents, on behalf of the Managers, may, upon exercise of the Lending Option, engage in transactions that stabilise, maintain or otherwise affect the price of the Shares for up to 30 days from the first day of the Listing. Specifically, the Stabilisation Manager may effect transactions with a view to supporting the market price of the Shares at a level higher than might otherwise prevail, through buying Shares in the open market at prices equal to or lower than the Offer Price. There is no obligation on the Stabilisation Manager and its agents to conduct stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilising activities, if commenced, may be discontinued at any time, and will be brought to an end at the latest 30 calendar days after the first day of the Listing. Investment decisions based on full Prospectus: Investors must neither accept any offer for, apply for nor acquire, any Offer Shares, on any other basis than on the complete Prospectus. Terms and conditions for payment by direct debiting - securities trading: Payment by direct debiting is a service provided by cooperating banks in Norway. In the relationship between the payer and the payer's bank the following standard terms and conditions apply. 1. The service "Payment by direct debiting securities trading" is supplemented by the account agreement between the payer and the payer's bank, in particular Section C of the account agreement, General terms and conditions for deposit and payment instructions. 2. Costs related to the use of "Payment by direct debiting securities trading" appear from the bank's prevailing price list, account information and/or information is given by other appropriate manner. The bank will charge the indicated account for incurred costs. 3. The authorisation for direct debiting is signed by the payer and delivered to the beneficiary. The beneficiary will deliver the instructions to its bank who in turn will charge the payer's bank account. 4. In case of withdrawal of the authorisation for direct debiting the payer shall address this issue with the beneficiary. Pursuant to the Financial Contracts Act, the payer's bank shall assist if payer withdraws a payment instruction which has not been completed. Such withdrawal may be regarded as a breach of the agreement between the payer and the beneficiary. 5. The payer cannot authorise for payment a higher amount than the funds available at the payer's account at the time of payment. The payer's bank will normally perform a verification of available funds prior to the account being charged. If the account has been charged with an amount higher than the funds available, the difference shall be covered by the payer immediately. 6. The payer's account will be charged on the indicated date of payment. If the date of payment has not been indicated in the authorisation for direct debiting, the account will be charged as soon as possible after the beneficiary has delivered the instructions to its bank. The charge will not, however, take place after the authorisation has expired as indicated above. Payment will normally be credited the beneficiary's account between one and three working days after the indicated date of payment/delivery. 7. If the payer's account is wrongfully charged after direct debiting, the payer's right to repayment of the charged amount will be governed by the account agreement and the Financial Contracts Act. Overdue and missing payments: Overdue payments will be charged with interest at the applicable rate from time to time under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100, which at the date of this Prospectus is 8.50% per annum. Should payment not be made when due, the Offer Shares allocated will not be delivered to the applicant, and each of the Company, the Selling Shareholders and/or the Managers reserve the right, at the risk and cost of the applicant to cancel the application and to re-allot or otherwise dispose of the allocated Offer Shares on such terms and in such manner as each the Company, the Selling Shareholders and the Managers may decide in accordance with Norwegian law (and the applicant will not be entitled to any profit therefrom). The initial applicant remains liable for payment of the Offer Price for the Offer Shares allocated to the applicant together with any interest, cost, charges and expenses accrued, and each of the Company, the Selling Shareholders and/or the Managers may enforce payment for any such amount outstanding.

315 Appendix D2 BESTILLINGSBLANKETT FOR DET OFFENTLIGE TILBUDET Generell informasjon: Vilkårene og betingelsene for det Offentlige Tilbudet fremgår av prospektet datert 19. September 2017 ("Prospektet"), som er utarbeidet av Infront ASA ("Selskapet") i forbindelse med salget av nye aksjer som utstedes av Selskapet og salget av eksisterende aksjer i Selskapet av Selskapets hovedaksjonærer Lindeman AS, Morten Lindeman, Nesbak AS, Kristian Nesbak, Kistefos Venture Capital AS og Kistefos Venture Capital II DA (samlet "Hovedaksjonærene"), samt visse andre aksjonærer som opplistet i kapittel 5.16 "Selling Shareholders" i Prospektet (samlet, "Andre Selgende Aksjonærer") og sammen med Hovedaksjonærene ("Selgende Aksjonærer"), og noteringen av Selskapets Aksjer på Oslo Børs, alternativt Oslo Axess. Prospektet inneholder også et norsk sammendrag. Alle definerte ord og uttrykk (angitt med stor bokstav) som ikke er definert i denne bestillingsblanketten, skal ha samme innhold som i Prospektet. Bestillingsprosedyre: Norske bestillere i det Offentlige Tilbudet som er norske statsborgere med et norsk personnummer kan foreta bestilling av Tilbudsaksjer gjennom følgende internettsider: og Svenske bestillere i det Offentlige Tilbudet som har en verdipapirkonto i VPS kan foreta bestillinger gjennom bestillingskontorene nedenfor. Andre svenske bestillere bør plassere sin bestilling gjennom Nordnet Bank NUF som plasseringsagent for det Offentlige Tilbudet på vegne av Tilretteleggerne. Bestillinger i det Offentlige Tilbudet kan også foretas ved å benytte denne bestillingsblanketten som er vedlagt Prospektet som Appendix D2 (Application Form for the Retail Offering in Norwegian). Korrekt utfylt bestillingsblankett må være mottatt av en av de følgende bestillingskontorer før utløpet av den relevante fristen: ABG Sundal Collier ASA Danske Bank, norsk filial Munkedamsveien 45 D, N-0115 Oslo Bryggetorget 4, N-0250 Oslo P.O. Box 1444 Vika P.O. Box 1170 Sentrum Norge Norge Telefon: Telefon: Epost: retail@abgsc.no Epost: emisjoner@danskebank.com Web: Web: Bestilleren er ansvarlig for riktigheten av informasjonen som er fylt inn i bestillingsblanketten. Bestillingsblanketter som er ufullstendige eller uriktig utfylt, elektronisk eller på papir, eller som mottas etter utløpet av Bestillingsperioden, og enhver bestilling som kan være ulovlig, kan bli avvist uten nærmere varsel til bestilleren. Bestillinger som gjøres gjennom det VPS nettbaserte bestillingssystemet må være registrert, og bestillinger som gjøres på bestillingsblanketter må være mottatt av et av bestillingskontorene, innen kl norsk tid den 27. september 2017, med mindre Bestillingsperioden forlenges. Verken Selskapet, de Selgende Aksjonærene eller noen av Tilretteleggerne kan holdes ansvarlig for forsinkelser i postgang, internettlinjer eller servere eller andre logistikk- eller tekniske problemer som kan resultere i at bestillinger ikke blir mottatt i tide, eller i det hele tatt, av noen av bestillingskontorene. Alle bestillinger i det Offentlige Tilbudet er ugjenkallelige og bindende og kan ikke trekkes, kanselleres eller endres av bestilleren etter at bestillingen er registrert i VPS' nettbaserte bestillingssystem eller hvis bestilling gjøres på bestillingsblankett, når komplett utfylt bestillingsblankett er mottatt av et av bestillingskontorene, uavhengig av en eventuell forlengelse av bestillingsperioden. Pris på Tilbudsaksjene: Det indikative prisintervallet (det "Indikative Prisintervallet") i Tilbudet er fra NOK 20 til NOK 23 per Tilbudsaksje. Den endelige prisen per Tilbudsaksje vil bli fastsatt av Hovedaksjonærene og Styret, i samråd med Tilretteleggerne, på basis av ordre som mottas og ikke trekkes tilbake i det Institusjonelle Tilbudet gjennom bookbuilding-prosessen og antallet bestillinger mottatt i det Offentlige Tilbudet og i Ansattetilbudet. Tilbudsprisen vil fastsettes rundt den 27. september Prisen per Tilbudsaksje kan fastsettes innenfor, under eller over det Indikative Prisintervallet. Hver bestiller i det Offentlige Tilbudet kan, men må ikke, indikere i VPS' nettbaserte bestillingssystem eller på bestillingsblanketten at bestilleren ikke ønsker å bli tildelt Tilbudsaksjer dersom prisen per Tilbudsaksje blir fastsatt høyere enn den høyeste prisen i det Indikative Prisintervallet. Dersom bestilleren ikke uttrykkelig gir uttrykk for en slik reservasjon i VPS' nettbaserte bestillingssystem eller på bestillingsblanketten, vil bestillingen være bindende uavhengig av om prisen per Tilbudsaksje fastsettes innenfor eller over (eller under) det Indikative Prisintervallet. Allokering, betaling og levering av Tilbudsaksjer: ABG Sundal Collier ASA, som oppgjørsagent for det Offentlige Tilbudet, forventer å gi beskjed om tildeling av Tilbudsaksjer i det Offentlige Tilbudet rundt den 27. september 2017 per post eller på annen måte. Bestillere som ønsker å få opplyst det eksakte antallet Tilbudsaksjer som denne er tildelt, kan kontakte et av bestillingskontorene fra rundt den 28 september 2017 innenfor ordinær åpningstid. Bestillere som har tilgang til investorservice gjennom en institusjon som er kontofører for bestillerens VPS-konto, skal fra rundt den 28. september 2017 kunne se antall Tilbudsaksjer de er tildelt. Ved å registrere en bestilling i VPS' nettbaserte bestillingssystem eller ved å fylle ut og sende inn en bestillingsblankett, gir hver bestiller i det Offentlige Tilbudet fullmakt til ABG Sundal Collier ASA (på vegne av Tilretteleggerne) til å debitere bestillerens norske bankkonto for et beløp som tilsvarer den samlede kjøpesummen for de Tilbudsaksjene som bestilleren blir tildelt. Bankkontoen vil debiteres på eller rundt den 29. september 2017 ("Betalingsdatoen"), og det må være tilstrekkelige innestående på den aktuelle kontoen fra og med den 28. September Bestillere som ikke har en norsk bankkonto må forsikre seg om at betaling for tildelte Tilbudsaksjer foretas senest på Betalingsdatoen. Ytterligere betalingsdetaljer og instruksjoner vil fremgå av tildelingsbrevet som sendes ut rundt den 27. september 2017, eller kan også fås ved å kontakte ABG Sundal Collier ASA på eller Danske Bank, norsk filial på ABG Sundal Collier ASA (på vegne av Tilretteleggerne) er bare berettiget til å belaste kontoen én gang, men forbeholder seg retten (men har ingen forpliktelse) til å gjøre inntil tre debiteringsforsøk frem til og med den 6. oktober 2017 dersom det er utilstrekkelig med midler på kontoen på Betalingsdatoen. Dersom en bestiller ikke har tilstrekkelig innestående på den aktuelle bankkontoen, eller betaling er forsinket av en eller annen grunn, eller dersom det ikke er mulig å debitere kontoen, vil det påløpe forsinkelsesrente og andre vilkår som beskrevet under overskriften "Forsinket og manglende betaling" under vil gjelde. Dersom betaling for tildelte Tilbudsaksjer er mottatt rettidig, vil levering av tildelte Tilbudsaksjer i det Offentlige Tilbudet foretas rundt den 2. oktober 2017 (eller på slik senere dato ved vellykket debitering av den relevante kontoen). Retningslinjer for bestilleren: Vennligst se side to av denne bestillingsblanketten for ytterligere retningslinjer for bestillingen. Bestillerens VPS-konto (12 siffer): Jeg/vi bestiller herved Tilbudsaksjer for totalt NOK (minimum NOK og maksimum NOK ): Bestillerens bankkonto som skal debiteres (11 siffer): TILBUDSPRISEN: Min/vår bestilling er betinget av at den endelige prisen for Tilbudsaksjene ikke fastsettes over den høyeste prisen i det Indikative Prisintervallet (kryss av) (Dette feltet skal kun fylles ut dersom bestillingen er betinget av at den endelige Tilbudsprisen ikke fastsettes over den høyeste prisen i det Indikative Prisintervallet): Herved (i) foretar jeg/vi, i henhold til vilkårene og betingelsene som fremgår av denne bestillingsblanketten og av Prospektet, en ugjenkallelig bestilling av det antall Tilbudsaksjer tildelt meg/oss til Tilbudsprisen, opp til det samlede bestillingsbeløpet angitt ovenfor, (ii) gir jeg/vi hver av Tilretteleggerne (eller noen utpekt av dem) ugjenkallelig fullmakt og instruerer hver av dem til, sammen eller hver for seg, å gjennomføre enhver handling som er nødvendig for å kjøpe og/eller tegne Tilbudsaksjene som tildeles meg/oss, og til å gjennomføre enhver handling som er nødvendig for å effektuere transaksjonen som fremgår av denne bestillingsblanketten, og sikre levering av disse Tilbudsaksjene i VPS på mine/våre vegne, (iii) gir jeg/vi ABG Sundal Collier ASA ugjenkallelig fullmakt til å debitere min/vår bankkonto som angitt i bestillingsblanketten for den samlede kjøpesummen for de Tilbudsaksjene som jeg/vi får tildelt, og (iv) bekrefter og garanterer jeg/vi ugjenkallelig å ha lest Prospektet og at jeg/vi er kvalifiserte til å bestille og kjøpe Tilbudsaksjer på de vilkår som der fremgår. Dato og sted*: Bindende signatur**: * Må være datert i bestillingsperioden. **Undertegneren må være myndig. Dersom bestillingsblanketten undertegnes på vegne av bestilleren, må det vedlegges dokumentasjon i form av firmaattest eller fullmakt for at undertegner har slik kompetanse. INFORMASJON OM BESTILLEREN ALLE FELT MÅ FYLLES UT Fornavn Etternavn/Foretaksnavn Adresse (for foretak: registrert forretningsadresse) Postnummer og sted Fødselsnummer (11 siffer) / organisasjonsnummer (9 siffer) Nasjonalitet Telefonnr (dagtid) E-postadresse

316 Appendix D2 RETNINGSLINJER FOR BESTILLEREN DENNE BESTILLINGSBLANKETTEN SKAL IKKE DISTRIBUERES ELLER OFFENTLIGGJØRES, VERKEN DIREKTE ELLER INDIREKTE, I ELLER TIL USA, CANADA, AUSTRALIA ELLER JAPAN ELLER NOEN ANNEN JURISDIKSJON DER SLIK DISTRIBUSJON ELLER OFFENTLIGGJØRING VIL VÆRE ULOVLIG. ANDRE RESTRIKSJONER GJELDER OGSÅ, SE PUNKTET "SALGSRESTRIKSJONER" NEDENFOR. Regulatoriske forhold: I overensstemmelse med EU-direktivet "Markets in Financial Instruments" ("MiFID"), oppstiller lov 29. juni 2007 nr 75 om verdipapirhandel ("Verdipapirhandelloven") med tilhørende forskrifter, krav relatert til finansielle investeringer. I den forbindelse må Tilretteleggerne kategorisere alle nye kunder i en av tre kategorier; kvalifiserte motparter, profesjonelle og ikke-profesjonelle kunder. Alle bestillere som bestiller Tilbudsaksjer i det Offentlige Tilbudet og som ikke allerede er kunde hos en av Tilretteleggerne, vil bli kategorisert som ikke-profesjonell kunde. Bestilleren kan ved skriftlig henvendelse til Tilretteleggerne anmode om å bli kategorisert som profesjonell kunde dersom Verdipapirhandellovens vilkår for dette er oppfylt. For ytterligere informasjon om kundekategorisering kan bestilleren kontakte Tilretteleggerne. Bestilleren bekrefter herved å inneha tilstrekkelig kunnskap og erfaring om finansielle og forretningsmessige forhold for å kunne evaluere risikoen ved å investere i Selskapet gjennom å bestille Tilbudsaksjer i det Offentlige Tilbudet, og bestilleren bekrefter å være i stand til å ta den økonomiske risikoen og tåle et fullstendig tap av sin investering i Selskapet. Kun ordreutførelse: Tilretteleggerne vil behandle bestillingen av Tilbudsaksjer som en instruksjon om utførelse av ordre ("execution only") fra bestilleren, ettersom Tilretteleggerne ikke vil være i stand til å avgjøre om bestillingen er hensiktsmessig for bestilleren. Bestilleren vil derfor ikke kunne påberope seg Verdipapirhandellovens regler om investorbeskyttelse. Informasjonsbarrierer: Tilretteleggerne er verdipapirforetak som tilbyr et bredt spekter av investeringstjenester. For å sikre at oppdrag som gjennomføres av Tilretteleggernes "corporate finance"-avdelinger holdes konfidensielle, er disse avdelingene adskilt fra Tilretteleggernes andre avdelinger, herunder avdelinger for analyse og aksjemegling, gjennom bruk av informasjonsbarrierer også kjent som "chinese walls". Bestilleren erkjenner at Tilretteleggernes analyse- og aksjemeglingsavdelinger som en konsekvens av dette kan komme til å opptre i strid med bestillerens interesser i forbindelse med transaksjoner i Tilbudsaksjene. VPS-konto og pålagte hvitvaskingingsprosedyrer: Det Offentlige Tilbudet er underlagt gjeldende hvitvaskingslovgivning, herunder kravene i lov 6. mars 2009 nr 11 om tiltak mot hvitvasking og terrorfinansiering samt hvitvaskingsforskriften av 13. mars 2009 nr. 302 ("Hvitvaskingslovgivningen"). Bestillere som ikke er registrert som kunde hos en av Tilretteleggerne må bekrefte sin identitet til en av Tilretteleggerne, i samsvar med Hvitvaskingslovgivningen, med mindre det gjelder spesielle unntak. Bestillere som har oppgitt en eksisterende norsk bankkonto og en eksisterende VPS-konto på bestillingsblanketten er unntatt med mindre verifikasjon av bestillerens identitet blir krevet av en av Tilretteleggerne. Bestillere som ikke har gjennomført tilstrekkelig verifikasjon av identitet før utløpet av Bestillingsperioden vil ikke bli tildelt Tilbudsaksjer. Deltakelse i det Offentlige Tilbudet er betinget av at bestilleren har en VPS-konto. VPS kontonummeret må være angitt i bestillingsblanketten. En VPS-konto kan etableres ved en autorisert VPSkontofører som kan være en norsk bank, autorisert verdipapirforetak i Norge og norske avdelinger av finansinstitusjoner i EØS. Etablering av en VPS-konto krever bekreftelse på identitet overfor kontoføreren i henhold til Hvitvaskingslovgivningen. Utenlandske investorer kan imidlertid benytte en forvalterkonto registrert i VPS i forvalterens navn. Forvalteren må være autorisert av Finanstilsynet. Salgsrestriksjoner: Tilbudet er underlagt salgsrestriksjoner i enkelte jurisdiksjoner, se kapittel 17 "Selling and Transfer Restrictions" i Prospektet. Verken de Selgende Aksjonærene eller Selskapet påtar seg noe ansvar dersom noen bryter disse restriksjonene. Tilbudsaksjene har ikke vært, og vil ikke bli, registrert i henhold til United States Securities Act av 1933 som endret ("U.S. Securities Act") eller i henhold til noen verdipapirlovgivning i noen stat eller annen jurisdiksjon i USA og kan ikke tas opp, tilbys, selges, videreselges, overføres, leveres eller distribueres, verken direkte eller indirekte, innenfor, til eller fra USA bortsett fra i henhold til et gjeldende unntak fra, eller i en transaksjon som ikke er underlagt, registreringsbestemmelsene i U.S. Securities Act og i overensstemmelse med verdipapirlovgivningen i enhver stat eller annen jurisdiksjon i USA. Det vil ikke forekomme noe offentlig tilbud i USA. Tilbudsaksjene vil, og kan, ikke tilbys, selges, videreselges, overføres, leveres eller distribueres, verken direkte eller indirekte, innenfor, til eller fra noen jurisdiksjon der tilbud eller salg av Tilbudsaksjer ikke er tillatt, eller til, eller på vegne av eller til fordel for, enhver person med registrert adresse i, eller som bor eller vanligvis bor i, eller er innbygger i, noen jurisdiksjon der tilbud eller salg ikke er tillatt, bortsatt fra i henhold til et gjeldende unntak. I det Offentlige Tilbudet tilbys og selges Tilbudsaksjene til enkelte personer utenfor USA i "offshore transactions" innenfor betydningen av og i overensstemmelse med Rule 903 i Regulation S i U.S. Securities Act. Selskapet har ikke gitt tillatelse til noe offentlig tilbud av dets verdipapirer i noe medlemsland av EØS bortsett fra Norge og Sverige. Når det gjelder andre medlemsland i EØS enn Norge og Sverige som har implementert Prospektdirektivet ("Aktuelle Medlemsland"), har det og vil det ikke bli gjort noe for å fremsette et offentlig tilbud av Tilbudsaksjene som krever publisering av et prospekt i noen Aktuelle Medlemsland. Alle tilbud utenfor Norge vil derfor skje i henhold til unntak fra krav om prospekt. Stabilisering: I forbindelse med Tilbudet og ved utøvelse av Låneopsjonen kan ABG Sundal Collier ASA (som "Stabiliserende Tilrettelegger"), eller dets agenter, på vegne av Tilretteleggerne, utføre transaksjoner med tanke på å stabilisere, støtte eller på annen måte påvirke kursen på aksjene i opp til 30 dager fra første noteringsdag. Stabiliserende Tilrettelegger kan særlig utføre transaksjoner med formål å stabilisere markedskursen til aksjene på et høyere nivå enn det som ellers kan tenkes å ville gjelde, gjennom å erverve Aksjer i det åpne markedet til priser som er lik eller lavere enn Tilbudsprisen. Stabiliserende Tilrettelegger eller dets agenter har ingen forpliktelse til å foreta stabiliserende handlinger og det er ikke sikkert at stabiliseringshandlinger vil gjennomføres. Slike stabiliseringshandlinger kan, hvis påbegynt, avsluttes når som helst, og vil avsluttes senest 30 kalenderdager fra første noteringsdag. Investeringsbeslutninger må baseres på Prospektet: Investorer må verken akseptere noe tilbud om, bestille eller erverve, verdipapirer i Selskapet på annet grunnlag enn det fullstendige Prospektet. Vilkår for betaling med engangsfullmakt verdipapirhandel: Betaling med engangsfullmakt er en banktjeneste tilbudt av samarbeidende banker i Norge. I forholdet mellom betaler og betalers bank gjelder følgende standard vilkår: 1. Tjenesten "Betaling med engangsfullmakt verdipapirhandel" suppleres av kontoavtalen mellom betaler og betalers bank, se særlig kontoavtalen del C, Generelle vilkår for innskudd og betalingsoppdrag. 2. Kostnader ved å bruke "Betaling med engangsfullmakt verdipapirhandel" fremgår av bankens gjeldende prisliste, kontoinformasjon og/eller opplyses på annen egnet måte. Banken vil belaste oppgitt konto for påløpte kostnader. 3. Engangsfullmakten signeres av betaler og leveres til betalingsmottaker. Betalingsmottaker vil levere belastningsoppdraget til sin bank som igjen kan belaste betalers bank. 4. Ved et eventuelt tilbakekall av engangsfullmakten skal betaler først ta forholdet opp med betalingsmottaker. Etter finansavtaleloven skal betalers bank medvirke hvis betaler tilbakekaller et betalingsoppdrag som ikke er gjennomført. Slikt tilbakekall kan imidlertid anses som brudd på avtalen mellom betaler og betalingsmottaker. 5. Betaler kan ikke angi et større beløp på engangsfullmakten enn det som på belastningstidspunktet er disponibelt på konto. Betalers bank vil normalt gjennomføre dekningskontroll før belastning. Belastning ut over disponibelt beløp skal betaler dekke inn umiddelbart. 6. Betalers konto vil bli belastet på angitt belastningsdag. Dersom belastningsdag ikke er angitt i engangsfullmakten vil kontobelastning skje snarest mulig etter at betalingsmottaker har levert oppdraget til sin bank. Belastningen vil likevel ikke skje etter engangsfullmaktens gyldighetsperiode som er angitt foran. Betaling vil normalt være godskrevet betalingsmottaker én til tre virkedager etter angitt belastningsdag/innleveringsdag. 7. Dersom betalers konto blir urettmessig belastet på grunnlag av en engangsfullmakt, vil betalers rett til tilbakeføring av belastet beløp bli regulert av kontoavtalen og finansavtaleloven. Forsinket og manglende betaling: Forsinket betaling belastes med gjeldende forsinkelsesrente i henhold til forsinkelsesrenteloven av 17. desember 1976 nr. 100, som per dato for Prospektet er 8,5 % p.a. Dersom betaling ikke skjer ved forfall, vil Tilbudsaksjene ikke bli levert til bestilleren, og hver av Selskapet, de Selgende Aksjonærene og Tilretteleggerne forbeholder seg retten til å, for tegnerens regning og risiko, kansellere og reallokere eller på annen måte disponere over de tildelte Tilbudsaksjene, på de vilkår og på den måten hver av Selskapet, de Selgende Aksjonærene og Tilretteleggerne bestemmer i henhold til norsk lov (og bestilleren vil ikke være berettiget til noe overskudd fra dette). Den opprinnelige bestilleren vil fortsette å være ansvarlig for betaling av Tilbudsprisen for Tilbudsaksjene tildelt bestilleren, sammen med enhver rente, kostnader, gebyrer og utgifter påløpt, og hver av Selskapet, de Selgende Aksjonærene og Tilretteleggerne kan inndrive betaling for alle utestående beløp.

317 Appendix D3 ANMÄLNINGSSEDEL FÖR ERBJUDANDET TILL ALLMÄNHETEN Allmän information: Villkoren för Erbjudandet till Allmänheten anges i prospektet daterat den 19 september 2017 ("Prospektet"), vilket har utgivits av Infront ASA ("Bolaget") i samband med försäljningen av nya aktier vilka kommer emitteras av Bolaget samt försäljningen av redan existerande aktier i Bolaget av Bolagets huvudaktieägare Lindeman AS, Morten Lindeman, Nesbak AS, Kristian Nesbak, Kistefos Venture Capital och Kistefos Venture Capital II DA (gemensamt "Huvudaktieägarna") samt vissa övriga aktieägare, angivna i avsnitt 5.16 " Selling Shareholders " i Prospektet (gemensamt de "Övriga Säljande Aktieägarna" och tillsammans med huvudaktieägarna de "Säljande aktieägarna"), och noteringen av Bolagets aktier på Oslo Börs, alternativt Oslo Axess. Samtliga definitioner som inte definieras här ska ha samma betydelse som anges i Prospektet. Ansökningsförfarandet: Norska sökanden i Erbjudandet till Allmänheten vilka är medborgare i Norge och som har ett norskt personnummer kan ansöka om Aktier genom att använda någon av följande hemsidor: och Svenske sökanden i Erbjudandet till Allmänheten som innehar ett VPS-konto kan lämna anmälningar gjenom anmälningskontorene nedenfor. Andra svenske sökanden bør lämnas gjenom Nordnet Bank NUF som plasseringsagent för Erbjudandet till Allmänheten på uppdrag av Managers. Anmälningar i Erbjudandet till Allmänheten kan även lämnas genom användandet av denna Anmälningssedel för Erbjudandet till Allmänheten som bilagts Prospektet som Bilaga D3 (Application Form for the Retail Offering in Norwegian in Swedish). Anmälningssedlar för Erbjudandet till Allmänheten måste fyllas i på ett korrekt sätt och sändas in innan Anmälningsperiodens utgång till ett av följande anmälningskontor: ABG Sundal Collier ASA Danske Bank, norska filialen Munkedamsveien 45 D, N-0115 Oslo Bryggetorget 4, N-0250 Oslo P.O. Box 1444 Vika P.O. Box 1170 Sentrum Norway Norway Telefon: Telefon: E-post: retail@abgsc.no E-post: emisjoner@danskebank.com Hemsida: Hemsida: Sökanden ansvarar för att det som angivits i Anmälningssedeln för Erbjudandet till Allmänheten är korrekt. Ofullständiga eller felaktigt ifyllda Anmälningssedlar för Erbjudandet till Allmänheten, elektroniska eller fysiska, eller Anmälningssedlar för Erbjudandet till Allmänheten som erhållits efter Anmälningsperiodens utgång, och anmälningar som kan vara lagstridiga, kan komma att lämnas utan avseende utan att anmälaren underrättas därom. Med förbehåll för att Anmälningsperioden kan komma att förlängas måste anmälningar som görs via anmälningssystemet VPS online ha registrerats senast kl (CET) den 27 september 2017, medan anmälningar som görs med Anmälningssedeln för Erbjudandet till Allmänheten måste mottagits av ett av anmälningskontoren senast samma tid. Varken Bolaget, de Säljande Aktieägarna eller någon utav Managers kan hållas ansvarig för postförseningar, internet, uppkopplingar eller servrar eller andra logistiska eller tekniska frågor som kan leda till att anmälningarna inte erhålls i tid eller överhuvudtaget av något av anmälningskontoren. Alla anmälningar i Erbjudandet till Allmänheten är oåterkalleliga och bindande från det att en fullständig och korrekt Anmälningssedel för Erbjudandet till Allmänheten erhållits, eller för det fall anmälningen gjorts via anmälningssystemet VPS online, vid registrering av anmälan, oberoende av en förlängning av Anmälningsperioden, och kan inte återkallas, makuleras eller ändras av sökanden efter att den har mottagits av ett anmälningskontor, eller i det fall anmälan gjorts via ansökningssystemet VPS online, efter registrering av anmälan. Priset för Aktier: Det indikativa prisintervallet (det "Indikativa Prisintervallet") för Erbjudandet är NOK per Erbjuden Aktie. Huvudaktieägaren och styrelsen kommer, efter samråd med Managers, att fastställa det slutliga priset i Erbjudandet på grundval av erhållna anmälningar som inte återkallats under Bookbuilding-perioden i det Institutionella Erbjudandet samt antalet erhållna anmälningar i Erbjudandet till Allmänheten och Erbjudandet till Anställda. Det slutliga priset i Erbjudandet kommer att fastställas på eller omkring den 27 September Det slutliga priset i Erbjudandet kan komma att fastställas inom, under eller över det Indikativa Prisintervallet. Varje sökande i Erbjudandet till Allmänheten har möjlighet, men är inte tvingade, att ange när man anmäler via anmälningssystemet VPS online eller genom Anmälningssedeln för Erbjudandet till Allmänheten att man inte vill tilldelas Aktier i den mån det slutliga priset i Erbjudandet fastställs till ett pris som överstiger det hösta angivna priset i det Indikativa Prisintervallet. I den mån sökanden anger detta kommer sökanden inte att tilldelas några Aktier för det fall att det slutliga priset i Erbjudandet fastställs över det högsta angivna priset i det Indikativa Prisintervallet. Om sökanden inte uttryckligen anger en sådan reservation vid anmälan via anmälningssystemet VPS online eller genom Anmälningssedeln för Erbjudandet till Allmänheten, kommer anmälan vara bindande oavsett om det slutliga priset i Erbjudandet fastställs inom eller över (eller under) det Indikativa Prisintervallet. Tilldelning, betalning och leverans av Aktier: ABG Sundal Collier ASA, i egenskap av Settlementagent för Erbjudandet till Allmänheten, räknar med att utfärda meddelanden om tilldelning av Aktier i Erbjudandet till Allmänheten på eller omkring den 27 september 2017, genom att skicka ut avräkningsnotor via e-post eller på annat sätt. Sökanden som önskar veta det exakta antalet Aktier som tilldelats denna får kontakta något av anmälningskontoren från eller omkring den 28 september 2017 under kontorstid. Sökanden som har tillgång till investerartjänster genom en institution som sköter sökandens VPS-konto bör kunna se antalet Aktier som de har tilldelats från eller omkring den 28 september Genom att registrera en anmälan via anmälningssystemet VPS online eller genom att översända en Anmälningssedel för Erbjudandet till Allmänheten, har varje sökande i Erbjudandet till Allmänheten bemyndigat ABG Sundal Collier ASA (på uppdrag av Managers) att debitera sökandens norska bankkonto för det totala beloppet för Aktierna som tilldelats den sökande. Kontona kommer debiteras på eller omkring den 29 september 2017, ("Betalningsdatumet"), och det måste finnas tillräckliga medel på det angivna bankkontot från och med den 28 september Sökanden som saknar norskt bankkonto måste tillse att betalning för de tilldelade Aktierna görs på eller före Betalningsdatumet. Ytterligare detaljer och instruktioner kommer att anges i avräkningsnotorna till sökandena som kommer utfärdas på eller omkring den 27 september 2017, eller kan erhållas genom att kontakta ABG Sundal Collier ASA på eller Danske Bank, norska filialen på ABG Sundal Collier ASA (på uppdrag av Managers) har endast rätt att debitera varje konto en gång, men förbehåller sig rätten att göra upp till tre debiteringsförsök till och med 6 oktober 2017 om det saknas tillräckliga medel på kontot på Betalningsdatumet. Om någon sökande saknar tillräckliga medel på sitt konto eller om betalningen fördröjs av någon anledning eller om det inte går att debitera kontot kommer förfallna räntor att löpa och andra villkor kommer att gälla enligt rubriken "Förfallna och uteblivna betalningar" nedan. Under förutsättning att sökanden betalar i tid förväntas de tilldelade Aktierna i Erbjudandet till Allmänheten att levereras den 2 oktober 2017 (eller senare datum i enlighet med genomförd debitering av det aktuella kontot). Riktlinjer för sökanden: Vänligen se den andra sidan av denna Anmälningssedel för Erbjudandet till Allmänheten för vidare riktlinjer för anmälan. Sökandens VPS-konto (12 siffror): Jag/vi anmäler mig/oss för teckning av Aktier för totalt (lägst NOK och högst NOK) Sökandens bankkonto att debitera (11 siffror): SLUTLIGT PRIS I ERBJUDANDET: Min/vår anmälan är villkorad av att det slutliga priset i Erbjudandet inte fastställs till ett högre pris än det högst angivna priset i det Indikativa Prisintervallet (markera med kryss) (måste enbart fyllas i om anmälan är villkorad av att det slutliga priset i Erbjudandet inte fastställs till ett högre pris än det högst angivna priset i det Indikativa Prisintervallet): Jag/vi förklarar härmed att jag/vi ovillkorligen (i) anmäler mig/oss för teckning av antalet Aktier som tilldelats mig/oss, till det slutliga priset i Erbjudandet, upp till det sammanlagda anmälningsbeloppet enligt ovan, med förbehåll för de villkor som anges i denna Anmälningssedel för Erbjudandet till Allmänheten och i Prospektet, (ii) bemyndigar och instruerar var och en utav Managers (eller någon som utsetts av någon av dem), gemensamt eller var för sig, att vidta alla åtgärder som krävs för att köpa och/eller teckna Aktierna som tilldelats mig/oss å mina/våra vägnar, att vidta alla övriga åtgärder som anses nödvändiga för verkställigheten för de transaktioner som avses i denna Anmälningssedel för Erbjudandet till Allmänheten, samt att säkerställa leverans av sådana Aktier till mig/oss i VPS, å mina/våra vägnar, (iii) bemyndigar ABG Sundal Collier ASA att debitera mitt/vårt bankkonto som anges i denna Anmälningssedel för Erbjudandet till Allmänheten till det belopp som ska betalas för Aktierna som tilldelats mig/oss, och (iv) bekräftar och garanterar att jag/vi har läst Prospektet och att jag/vi är berättigade att anmäla mig/oss för och köpa Aktier under de villkor som föreskrivs däri. Ort och datum*: Bindande underskrift**: * Måste vara daterad under Anmälningsperioden. ** Sökanden måste vara av lagstadgad ålder. Om Anmälningssedeln för Erbjudandet till Allmänheten är undertecknad av fullmaktshavare måste dokumentation utvisande rätten att företräda sökanden bifogas i form av en fullmakt eller registreringsbevis. UPPGIFTER AVSEENDE SÖKANDEN SAMTLIGA FÄLT MÅSTE FYLLAS I Förnamn Efternamn/Firmanamn Hemadress (för bolag: registrerad adress) Postnummer och ort Personnummer/Organisationsnummer (10 siffror) Nationalitet Telefonnummer (dagtid) E-postadress

318 Appendix D3 RIKTLINJER FÖR SÖKANDEN DENNA ANMÄLNINGSSEDEL FÖR ERBJUDANDET TILL ALLMÄNHETEN ÄR INTE AVSEDD FÖR UTGIVANDE ELLER DISTRIBUTION, DIREKT ELLER INDIREKT, I ELLER TILL USA, KANADA, AUSTRALIEN ELLER JAPAN ELLER NÅGON ANNAN JURISDIKTION DÄR UTGIVANDE ELLER DISTRIBUTION VORE LAGSTRIDIGT. YTTERLIGARE BEGRÄNSNINGAR ÄR TILLÄMPLIGA. VÄNLIGEN SE "SÄLJRESTRIKTIONER" NEDAN. Regulatoriska frågor: Lagstiftning som genomförts inom hela Europeiska ekonomiska samarbetsområdet ("EES") i enlighet med direktivet om marknader för finansiella instrument ("MiFID") som implementerats i den norska lagen om värdepappershandel (lov 29. juni 2007 nr 75), uppställer krav på företagsinvesteringar. I detta avseende måste Managers kategorisera alla nya kunder i en av tre kategorier: jämbördiga motparter, professionella och icke-professionella kunder. Samtliga sökande som anmäler sig för teckning av Aktier i Erbjudandet som inte är befintliga kunder hos en av Managers kommer att kategoriseras som icke-professionella kunder. Sökanden kan genom skriftlig förfrågan till Managers begära att de kategoriseras som professionell kund om sökanden uppfyller bestämmelserna i den norska lagen om värdepappershandel. För mer information om kategoriseringen kan sökanden kontakta Managers. Sökanden bekräftar att den har tillräcklig kunskap, sofistikering och erfarenhet av finansiella och affärsmässiga frågor för att kunna utvärdera fördelarna och riskerna med ett investeringsbeslut att investera i Bolaget genom att anmäla sig för teckning av Aktier och att sökanden kan bära den ekonomiska risken och kan klara av en fullständig förslut av en investering i Bolaget. Utförande av order: Då Managers inte har möjlighet att avgöra om anmälan om Aktier är lämplig för sökanden kommer Managers behandla anmälan som en "utförande av order"-instruktion från den sökande att anmäla sig för teckning av Aktierna i Erbjudandet. Följaktligen kommer sökanden inte att omfattas av motsvarande skydd för de relevanta skyddsreglerna i enlighet med norska lagen om värdepappershandel. Informationsbarriärer: Managers är värdepappersbolag och erbjuder ett brett utbud av investeringstjänster. För att säkerställa att uppdrag som Managers corporate financeavdelningar åtagit sig hålls konfidentiella avskärmas Managers övriga verksamhetsområden, inkluderande analytiker och aktiehandlare, från deras corporate finance-avdelningar genom informationsbarriärer, så kallade "kinesiska murar" (Eng. Chinese walls). Sökanden är införstådd med att Managers analytiker- och aktiehandelsaktivitet kan komma i konflikt med sökandens intressen avseende transaktioner i Aktierna som en konsekvens av dessa kinesiska murar. VPS-konto och åtgärder mot penningtvätt: Erbjudandet till Allmänheten är föremål för lagstiftning om penningtvätt, inklusive den norska penningtvättslagen (nr. 11 den 6 mars 2009) och den norska penningtvättsförordningen (nr. 302 den 13 mars 2009) (gemensamt "Penningtvättslagstiftningen"). Sökande som inte är registrerade som befintliga kunder hos en utav Managers måste verifiera sin identitet till en av Managers i enlighet med kraven i Penningtvättslagstiftningen, såvida inte ett undantag är tillämpligt. Sökande som har angivit ett befintligt norskt bankkonto och ett befintligt VPS-konto i Anmälningssedeln för Erbjudandet till Allmänheten är undantagna, såvida inte en verifiering av identitet begärs av en Manager. Sökande som inte har fyllt i den nödvändiga verifieringen av identitet före Anmälningsperiodens utgång kommer inte att tilldelas Aktier. Deltagande i Erbjudandet till Allmänheten är villkorat av att sökanden innehar ett VPS-konto. VPS-kontonummeret måste anges i Anmälningssedeln för Erbjudandet till Allmänheten. VPS-konton kan upprättas hos auktoriserade VPS-registratorer, vilka kan vara norska banker, auktoriserade värdepappersmäklare i Norge och norska filialer av kreditinstitut som är etablerade inom EES. Upprättande av ett VPS-konto kräver verifikation av identiteten till VPS-registratorn i enlighet med Penningtvättslagstiftningen. Emellertid kan icke-norska investerare använda VPS-konton som är registrerade i en förvaltares namn. Förvaltaren måste vara auktoriserad av den norska finansinspektionen (No. Finanstillsynet). Säljrestriktioner: Erbjudandet är föremål för särskilda legala eller regulatoriska begränsningar i vissa jurisdiktioner, se avsnitt 17 "Selling and Transfer Restrictions " i Prospektet. Varken Bolaget eller Säljande Aktieägare åtar sig något ansvar i händelse av att någon person överträder dessa restriktioner. Aktierna har inte registrerats och kommer inte att registreras i enlighet med United States Securities Act från 1933 ("U.S. Securities Act") eller enligt värdepapperslagstiftning i någon stat eller annan jurisdiktion i USA och får inte tas upp, erbjudas, säljas, vidareförsäljas, överlåtas, levereras eller distribueras direkt eller indirekt inom, till eller från USA, utom i enlighet med ett tillämpligt undantag från eller i en transaktion som inte omfattas av registreringskraven i U.S. Securities Act och i överensstämmelse med värdepapperslagen i någon stat eller annan jurisdiktion i USA. Det kommer inte att lämnas något offentligt erbjudande i USA. Aktierna kommer, och får, inte erbjudas, säljas, vidareförsäljas, överlåtas, levereras eller distribueras direkt eller indirekt inom, till eller från någon jurisdiktion där erbjudandet eller försäljningen av Aktierna inte är tillåten, eller till, eller för en persons vägnar eller nytta som har en registrerad adress i eller som är bosatt eller normalt bosatt i eller en medborgare i någon jurisdiktion där erbjudandet eller försäljningen inte är tillåten, utom i enlighet med ett tillämpligt undantag. I Erbjudandet till Allmänheten erbjuds och säljs Aktierna till vissa personer utanför USA i Offshore-transaktioner i enlighet med och i överensstämmelse med regel 903 i Regulation S i U.S. Securities Act. Bolaget har inte godkänt något erbjudande till allmänheten avseende sina värdepapper i något annat EES-land än Norge och Sverige. Avseende övriga EES-länder utöver Norge och Sverige, som har implementerat EU:s prospektdirektiv (var och en, en "Relevant Medlemsstat") har inga åtgärder vidtagits eller kommer att vidtas för att offentliggöra ett erbjudande till allmänheten avseende Aktierna, vilket skulle kräva ett offentliggörande av ett prospekt i någon Relevant Medlemsstat. Eventuella erbjudande utanför Norge och Sverige kommer endast att ske under omständigheter där det inte föreligger någon skyldighet att upprätta ett prospekt. Stabilisering: I samband med Erbjudandet kan ABG Sundal Collier ASA (i egenskap av "Stabiliseringsagent"), eller dess ombud, på uppdrag av Managers, vid utnyttjandet av Låneoptionen, vidta transaktioner som stabiliserar, upprätthåller eller på annat sätt påverkar aktiekursen för Aktierna i upp till 30 dagar från den första dagen för handel. Stabiliseringsagenten kan påverka transaktioner i syfte att upprätthålla ett högre marknadspris för Aktierna än vad som annars skulle kunna råda, genom att köpa aktier på den öppna marknaden till priser som är lika med eller lägre än det slutliga priset i Erbjudandet. Det finns ingen skyldighet för Stabiliseringsagenten och dess ombud att vidta stabiliserande åtgärder och det finns ingen garanti för att stabiliseringsåtgärder kommer att vidtas. Sådana stabiliseringsåtgärder, om de vidtas, kan upphöra när som helst och kommer att upphöra senast 30 kalenderdagar efter den första dagen för handel. Investeringsbeslut är baserade på fullständigt Prospekt: Investerare får varken acceptera något erbjudande avseende, ansöka om eller förvärva några Aktier på något annat underlag än det fullständiga Prospektet. Villkor för betalning via direkt debitering - värdepappershandel: Betalning via direkt debitering är en tjänst som erbjuds av samarbetande banker i Norge. I förhållandet mellan betalaren och betalarens bank gäller följande standardvillkor. 1. Tjänsten "Betalning via direkt debitering - värdepappershandel" kompletteras med kontoavtalet mellan betalaren och betalarens bank, särskilt avsnitt C i kontoavtalet, Allmänna villkor för insättnings- och betalningsinstruktioner. 2. Kostnader relaterade till användningen av "Betalning via direkt debitering - värdepappershandel" framgår av bankens rådande prislista, kontoinformation och/eller information som givits på annat lämpligt sätt. Banken debiterar det angivna kontot för uppkomna kostnader. 3. Bemyndigandet för direkt debitering är undertecknad av betalaren och levereras till mottagaren. Mottagaren kommer att lämna instruktioner till sin bank som i sin tur debiterar betalarens bankkonto. 4. Vid återkallande av bemyndigandet för direkt debitering ska betalaren informera mottagaren om detta. I enlighet med lagen om finansiella kontrakt (lov 25. juni 1999 nr 46) ska betalarens bank bistå om betalaren återkallar en betalningsinstruktion som inte har fullgjorts. Sådan återkallelse kan betraktas som ett avtalsbrott mellan betalaren och mottagaren. 5. Betalaren kan inte bemyndiga för betalningar om ett högre belopp än de medel som finns tillgängliga på betalarens konto vid tidpunkten för betalningen. Betalarens bank gör normalt en kontroll av tillgängliga medel innan kontot debiteras. Om kontot har belastats med ett belopp som är högre än tillgängliga medel ska skillnaden omedelbart täckas av betalaren. 6. Betalarens konto debiteras på angivet datum för betalningen. Om betalningsdagen inte har angivits i bemyndigandet för direkt debitering debiteras kontot så snart som möjligt efter att mottagaren har lämnat instruktionerna till sin bank. Debiteringen kommer emellertid inte att äga rum efter att bemyndigandet har upphört enligt ovan. Betalningen kommer normalt att krediteras mottagarens konto mellan en och tre arbetsdagar efter det angivna datumet för betalning/leverans. 7. Om betalarens konto felaktigt debiteras efter direkt debitering regleras betalarens rätt till återbetalning av det debiterade beloppet av kontoavtalet och lagen om finansiella kontrakt. Förfallna och uteblivna betalningar: Förfallna betalningar kommer debiteras med ränta enligt gällande räntesats i enlighet med den norska lagen om ränta på förfallna betalningar (nr. 100 den 17 december 1976) som vid datumet för Prospektet är 8,5 % per år. Skulle betalning inte ske vid förfallodag, kommer de Aktier som tilldelats inte att levereras till den sökande och hver av Bolaget, dom Säljande aktieägarna och Managers förbehåller sig rätten att, på sökandens risk och bekostnad, säga upp anmälan och omfördela eller på annat sätt avyttra de tilldelade Aktierna, på sådana villkor och på sådant sätt som hver av Bolaget, dom Säljande aktieägarna och Managers väljer enligt norsk lag (och sökanden har ingen rätt till eventuell uppkommen vinst). Den ursprungliga sökanden kommer att förbli ansvarig för betalning av det slutliga priset i Erbjudandet för Aktierna som tilldelats sökanden, tillsammans med eventuell ränta, kostnader, avgifter och andra upplupna kostnader hver av Bolaget, dom Säljande aktieägarna och Managers kan kräva fullgörelse av betalning av sådant utestående belopp.

319 Appendix E1 APPLICATION FORM FOR THE EMPLOYEE OFFERING General information: The terms and conditions for the Employee Offering are set out in the prospectus dated 19 September 2017 (the "Prospectus"), which has been issued by Infront ASA (the "Company") in connection with the sale of new shares to be issued by the Company and the secondary sale of existing shares in the Company by the Company's principal shareholders Lindeman AS, Morten Lindeman, Nesbak AS, Kristian Nesbak, Kistefos Venture Capital AS and Kistefos Venture Capital II DA (collectively the "Principal Shareholders"), as well as certain other shareholders as listed in Section 5.16 "Selling Shareholders" of the Prospectus (collectively, the "Other Selling Shareholders" and together with the Principal Shareholders the "Selling Shareholders"), and the listing of the Company's Shares on Oslo Børs, alternatively Oslo Axess. All capitalised terms not defined herein shall have the meaning as assigned to them in the Prospectus. Application procedure: Eligible Employees and Norwegian members of the Board of Directors in the Employee Offering who are residents of Norway with a Norwegian personal identification number may apply for Offer Shares by using the following websites: and Swedish applicants should place their application with Nordnet Bank NUF acting as placing agent for the Employee Offering on behalf of the Managers. Applications in the Employee Offering can also be made by using this Employee Application Form attached to the Prospectus as Appendix E 1 (Application Form for the Employee Offering). Employee Application Forms must be correctly completed and submitted by the applicable deadline to the following application office: Danske Bank, Norwegian Branch Bryggetorget 4, N-0250 Oslo P.O. Box 1170 Sentrum Norway Telephone: emisjoner@danskebank.com Web: The applicant is responsible for the correctness of the information filled in on this Employee Application Form. Employee Application Forms that are incomplete or incorrectly completed, electronically or physically, or that are received after expiry of the Application Period, and any application that may be unlawful, may be disregarded without further notice to the applicant. Subject to any extension of the Application Period, applications made through the VPS online application system must be duly registered by 16:30 hours (CET) on 27 September 2017, while applications made on Employee Application Forms must be received by the application office by the same time. None of the Company, the Selling Shareholders or any of the Managers may be held responsible for postal delays, internet lines or servers or other logistical or technical matters that may result in applications not being received in time or at all by the application office. All applications made in the Employee Offering will be irrevocable and binding upon receipt of a duly completed Employee Application Form, or in the case of applications through the VPS online application system, upon registration of the application, irrespective of any extension of the Application Period, and cannot be withdrawn, cancelled or modified by the applicant after having been received by the application office, or in the case of applications through the VPS online application system, upon registration of the application. Price of Offer Shares: The indicative price range (the "Indicative Price Range") for the Offering is from NOK 20 to NOK 23 per Offer Share. The Principal Shareholders and the Board of Directors, in consultation with the Managers, will determine the final Offer Price on the basis of applications received and not withdrawn in the Institutional Offering during the Bookbuilding Period and the number of applications received in the Retail Offering and the Employee Offering. The Offer Price will be determined on or about 27 September The Offer Price may be set within, below or above the Indicative Price Range. Each applicant in the Employee Offering will be permitted, but not required, to indicate when ordering through the VPS online application system or on the Employee Application Form that the applicant does not wish to be allocated New Shares should the Offer Price be set higher than the highest price in the Indicative Price Range. If the applicant does so, the applicant will not be allocated any Offer Shares in the event that the Offer Price is set higher than the highest price in the Indicative Price Range. If the applicant does not expressly stipulate such reservation when ordering through the VPS online application system or on the Employee Application Form, the application will be binding regardless of whether the Offer Price is set within or above (or below) the Indicative Price Range. Eligible Employees in the Employee Offering will receive a discount of 10%, up to a maximum of NOK 3,000 per Eligible Employee, on the aggregate amount payable by such investors. Allocation, payment and delivery of Offer Shares: Eligible Employees participating in the Employee Offering will receive full allocation for any application up to and including an amount of NOK 30,000. Norwegian members of the Board of Directors will receive full allocation for any application up to and including an amount of NOK 1,000,000. Danske Bank, Norwegian branch acting as settlement agent for the Employee Offering, expects to issue notifications of allocation of Offer Shares in the Employee Offering on or about 27 September 2017, by issuing allocation notes to the applicants by mail or otherwise. Any applicant wishing to know the precise number of Offer Shares allocated to it may contact the application offices from on or about 28 September 2017 during business hours. Applicants who have access to investor services through an institution that operates the applicant's VPS account should be able to see the number of Offer Shares they have been allocated from on or about 28 September In registering an application through the VPS online application system or by completing and submitting an Employee Application Form, each applicant in the Employee Offering will authorise Danske Bank, Norwegian branch (on behalf of the Managers) to debit the applicant's Norwegian bank account for the total amount due for the Offer Shares allocated to the applicant. Accounts will be debited on or about 29 September 2017 (the "Payment Date"), and there must be sufficient funds in the stated bank account from and including 28 September Applicants who do not have a Norwegian bank account must ensure that payment for the allocated Offer Shares is made on or before the Payment Date. Further details and instructions will be set out in the allocation notes to the applicant to be issued on or about 27 September 2017, or can be obtained by contacting Danske Bank, Norwegian branch at Danske Bank, Norwegian branch (on behalf of the Managers) is only authorised to debit each account once, but reserves the right (but has no obligation) to make up to three debit attempts through 6 October 2017 if there are insufficient funds on the account on the Payment Date. Should any applicant have insufficient funds on its account, or should payment be delayed for any reason, or if it is not possible to debit the account, overdue interest will accrue and other terms will apply as set out under the heading "Overdue and missing payment" below. Subject to timely payment by the applicant, delivery of the Offer Shares allocated in the Employee Offering is expected to take place on or about 2 October 2017 (or such later date upon the successful debit of the relevant account). Guidelines for the applicant: Please refer to the second page of this Employee Application Form for further application guidelines. Applicant's VPS-account (12 digits): I/we apply for Offer Shares for a total of NOK (minimum NOK 10,500 and maximum NOK 2,499,999) Applicant's bank account to be debited (11 digits): OFFER PRICE: My/our application is conditional upon the final Offer Price not being set above the highest price in the Indicative Price Range (insert cross) (must only be completed if the application is conditional upon the final Offer Price not being set above the highest price in the Indicative Price Range): I/we hereby irrevocably (i) apply for the number of Offer Shares allocated to me/us, at the Offer Price, up to the aggregate application amount as specified above subject to the terms and conditions set out in this Employee Application Form and in the Prospectus, (ii) authorise and instruct each of the Managers (or someone appointed by any of them) acting jointly or severally to take all actions required to purchase and/or subscribe the Offer Shares allocated to me/us on my/our behalf, to take all other actions deemed required by them to give effect to the transactions contemplated by this Employee Application Form, and to ensure delivery of such Offer Shares to me/us in the VPS, on my/our behalf, (iii) authorise Danske Bank, Norwegian branch to debit my/our bank account as set out in this Employee Application Form for the amount payable for the Offer Shares allocated to me/us, and (v) confirm and warrant to have read the Prospectus and that I/we are eligible to apply for and purchase Offer Shares under the terms set forth therein. Date and place*: Binding signature**: * Must be dated during the Application Period. ** The applicant must be of legal age. If the Employee Application Form is signed by a proxy, documentary evidence of authority to sign must be attached in the form of a Power of Attorney. DETAILS OF THE APPLICANT ALL FIELDS MUST BE COMPLETED First name Surname/Family name Home address Zip code and town Identity number (11 digits) Nationality Telephone number (daytime) address

320 Appendix E1 GUIDELINES FOR THE APPLICANT THIS EMPLOYEE APPLICATION FORM IS NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE "SELLING RESTRICTIONS" BELOW. Regulatory issues: Legislation passed throughout the European Economic Area (the "EEA") pursuant to the Markets and Financial Instruments Directive ("MiFID") implemented in the Norwegian Securities Trading Act, imposes requirements in relation to business investment. In this respect the Managers must categorise all new clients in one of three categories: Eligible counterparties, Professional and Non-professional clients. All applicants applying for Offer Shares in the Offering who/which are not existing clients of one of the Managers will be categorised as Non-professional clients. The applicant can by written request to the Managers ask to be categorised as a Professional client if the applicant fulfils the provisions of the Norwegian Securities Trading Act. For further information about the categorisation the applicant may contact the Managers. The applicant represents that it has sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits and risks of an investment decision to invest in the Company by applying for Offer Shares, and the applicant is able to bear the economic risk, and to withstand a complete loss of an investment in the Company. Execution only: As the Managers are not in the position to determine whether the application for Offer Shares is suitable for the applicant, the Managers will treat the application as an execution only instruction from the applicant to apply for Offer Shares in the Offering. Hence, the applicant will not benefit from the corresponding protection of the relevant conduct of business rules in accordance with the Norwegian Securities Trading Act. Information barriers: The Managers are securities firms, offering a broad range of investment services. In order to ensure that assignments undertaken in the Managers' corporate finance departments are kept confidential, the Managers' other activities, including analysis and stock broking, are separated from their corporate finance departments by information barriers known as "Chinese walls". The applicant acknowledges that the Managers' analysis and stock broking activity may act in conflict with the applicant's interests with regard to transactions in the Offer Shares as a consequence of such Chinese walls. VPS account and anti-money laundering procedures: The Employee Offering is subject to applicable anti-money laundering legislation, including the Norwegian Money Laundering Act of 6 March 2009 no. 11 and the Norwegian Money Laundering Regulation of 13 March 2009 no. 302 (collectively, the "Anti-Money Laundering Legislation"). Applicants who are not registered as existing customers of one of the Managers must verify their identity to one of the Managers in accordance with requirements of the Anti- Money Laundering Legislation, unless an exemption is available. Applicants who have designated an existing Norwegian bank account and an existing VPS account on the Employee Application Form are exempted, unless verification of identity is requested by a Manager. Applicants who have not completed the required verification of identity prior to the expiry of the Application Period will not be allocated Offer Shares. Participation in the Employee Offering is conditional upon the applicant holding a VPS account. The VPS account number must be stated in the Employee Application Form. VPS accounts can be established with authorised VPS registrars, who can be Norwegian banks, authorised securities brokers in Norway and Norwegian branches of credit institutions established within the EEA. Establishment of a VPS account requires verification of identity to the VPS registrar in accordance with the Anti-Money Laundering Legislation. However, non-norwegian investors may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorised by the Norwegian FSA. Selling restrictions: The Offering is subject to specific legal or regulatory restrictions in certain jurisdictions, see Section 17 "Selling and Transfer Restrictions" in the Prospectus. Neither the Company nor the Selling Shareholders assume any responsibility in the event there is a violation by any person of such restrictions. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be taken up, offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within, into or from the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States. The Offer Shares will, and may, not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within, into or from any jurisdiction where the offer or sale of the Offer Shares is not permitted, or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any jurisdiction where the offer or sale is not permitted, except pursuant to an applicable exemption. In the Employee Offering, the Offer Shares are being offered and sold to certain persons outside the United States in offshore transactions within the meaning of and in compliance with Rule 903 of Regulation S under the U.S. Securities Act. The Company has not authorised any offer to the public of its securities in any Member State of the EEA other than Norway and Sweden. With respect to each Member State of the EEA other than Norway and Sweden and which has implemented the EU Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of the Offer Shares requiring a publication of a prospectus in any Relevant Member State. Any offers outside Norway and Sweden will only be made in circumstances where there is no obligation to produce a prospectus. Stabilisation: In connection with the Offering, ABG Sundal Collier ASA (as the "Stabilisation Manager"), or its agents, on behalf of the Managers, may, upon exercise of the Lending Option, engage in transactions that stabilise, maintain or otherwise affect the price of the Shares for up to 30 days from the first day of the Listing. Specifically, the Stabilisation Manager may effect transactions with a view to supporting the market price of the Shares at a level higher than might otherwise prevail, through buying Shares in the open market at prices equal to or lower than the Offer Price. There is no obligation on the Stabilisation Manager and its agents to conduct stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilising activities, if commenced, may be discontinued at any time, and will be brought to an end at the latest 30 calendar days after the first day of the Listing. Investment decisions based on full Prospectus: Investors must neither accept any offer for, apply for nor acquire, any Offer Shares, on any other basis than on the complete Prospectus. Terms and conditions for payment by direct debiting - securities trading: Payment by direct debiting is a service provided by cooperating banks in Norway. In the relationship between the payer and the payer's bank the following standard terms and conditions apply. 1. The service "Payment by direct debiting securities trading" is supplemented by the account agreement between the payer and the payer's bank, in particular Section C of the account agreement, General terms and conditions for deposit and payment instructions. 2. Costs related to the use of "Payment by direct debiting securities trading" appear from the bank's prevailing price list, account information and/or information is given by other appropriate manner. The bank will charge the indicated account for incurred costs. 3. The authorisation for direct debiting is signed by the payer and delivered to the beneficiary. The beneficiary will deliver the instructions to its bank who in turn will charge the payer's bank account. 4. In case of withdrawal of the authorisation for direct debiting the payer shall address this issue with the beneficiary. Pursuant to the Financial Contracts Act, the payer's bank shall assist if payer withdraws a payment instruction which has not been completed. Such withdrawal may be regarded as a breach of the agreement between the payer and the beneficiary. 5. The payer cannot authorise for payment a higher amount than the funds available at the payer's account at the time of payment. The payer's bank will normally perform a verification of available funds prior to the account being charged. If the account has been charged with an amount higher than the funds available, the difference shall be covered by the payer immediately. 6. The payer's account will be charged on the indicated date of payment. If the date of payment has not been indicated in the authorisation for direct debiting, the account will be charged as soon as possible after the beneficiary has delivered the instructions to its bank. The charge will not, however, take place after the authorisation has expired as indicated above. Payment will normally be credited the beneficiary's account between one and three working days after the indicated date of payment/delivery. 7. If the payer's account is wrongfully charged after direct debiting, the payer's right to repayment of the charged amount will be governed by the account agreement and the Financial Contracts Act. Overdue and missing payments: Overdue payments will be charged with interest at the applicable rate from time to time under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100, which at the date of this Prospectus is 8.50% per annum. Should payment not be made when due, the Offer Shares allocated will not be delivered to the applicant, and each of the Company, the Selling Shareholders and/or the Managers reserve the right, at the risk and cost of the applicant to cancel the application and to re-allot or otherwise dispose of the allocated Offer Shares on such terms and in such manner as each the Company, the Selling Shareholders and the Managers may decide in accordance with Norwegian law (and the applicant will not be entitled to any profit therefrom). The initial applicant remains liable for payment of the Offer Price for the Offer Shares allocated to the applicant together with any interest, cost, charges and expenses accrued, and each of the Company, the Selling Shareholders and/or the Managers may enforce payment for any such amount outstanding.

321 Appendix E2 BESTILLINGSBLANKETT FOR ANSATTETILBUDET Generell informasjon: Vilkårene og betingelsene for Ansattetilbudet fremgår av prospektet datert 19. september 2017 ("Prospektet"), som er utarbeidet av Infront ASA ("Selskapet") i forbindelse med salget av nye aksjer som utstedes av Selskapet og salget av eksisterende aksjer i Selskapet av Selskapets hovedaksjonærer Lindeman AS, Morten Lingeman, Nesbak AS, Kristian Nesbak, Kistefos Venture Capital AS og Kistefos Venture Capital II DA (samlet "Hovedaksjonærene"), samt visse andre aksjonærer som opplistet i kapittel 5.16 "Selling Shareholders" i Prospektet (samlet, de "Andre Selgende Aksjonærene" og sammen med Hovedaksjonærene "de Selgende Aksjonærene"), og noteringen av Selskapets Aksjer på Oslo Børs, alternativt Oslo Axess. Prospektet inneholder også et norsk sammendrag. Alle definerte ord og uttrykk (angitt med stor bokstav) som ikke er definert i denne bestillingsblanketten, skal ha samme innhold som i Prospektet. Bestillingsprosedyre: Kvalifiserte Ansatte og norske medlemmer av styret i Ansattetilbudet som er norske statsborgere med et norsk personnummer kan foreta bestilling av Tilbudsaksjer gjennom følgende internettsider: og Svenske bestillere bør plassere sin bestilling gjennom Nordnet Bank NUF som plasseringsagent for Ansattetilbudet på vegne av Tilretteleggerne. Bestillinger i Ansattetilbudet kan også foretas ved å benytte denne bestillingsblanketten vedlagt Prospektet som Appendix E 2 (Application Form for the Employee Offering in Norwegian). Korrekt utfylt bestillingsblankett må være mottatt av følgende bestillingskontor før utløpet av den relevante fristen: Danske Bank, norsk filial Bryggetorget 4, N-0250 Oslo P.O. Box 1170 Sentrum Norge Telefon: E-post: emisjoner@danskebank.com Web: Bestilleren er ansvarlig for riktigheten av informasjonen som er fylt inn i bestillingsblanketten. Bestillingsblanketter som er ufullstendige eller uriktig utfylt, elektronisk eller på papir, eller som mottas etter utløpet av Bestillingsperioden, og enhver bestilling som kan være ulovlig, kan bli avvist uten nærmere varsel til bestilleren. Bestillinger som gjøres gjennom det VPS nettbaserte bestillingssystemet må være registrert, og bestillinger som gjøres på bestillingsblanketter må være mottatt av et av bestillingskontorene, innen kl norsk tid den 27. september 2017, med mindre Bestillingsperioden forlenges. Verken Selskapet, de Selgende Aksjonærene eller noen av Tilretteleggerne kan holdes ansvarlig for forsinkelser i postgang, internettlinjer eller servere eller andre logistikk- eller tekniske problemer som kan resultere i at bestillinger ikke blir mottatt i tide, eller i det hele tatt, av bestillingskontoret. Alle bestillinger i Ansattetilbudet er ugjenkallelige og bindende og kan ikke trekkes, kanselleres eller endres av bestilleren etter at bestillingen er registrert i VPS' nettbaserte bestillingssystem eller hvis bestilling gjøres på bestillingsblankett, når komplett utfylt bestillingsblankett er mottatt av bestillingskontoret, uavhengig av en eventuell forlengelse av bestillingsperioden. Pris på Tilbudsaksjene: Det indikative prisintervallet (det "Indikative Prisintervallet") i Tilbudet er fra NOK 20 til NOK 23 per Tilbudsaksje. Den endelige prisen per Tilbudsaksje vil bli fastsatt av Hovedaksjonærene og Styret, i samråd med Tilretteleggerne, på basis av ordre som mottas og ikke trekkes tilbake i det Institusjonelle Tilbudet gjennom bookbuilding-prosessen og antallet bestillinger mottatt i det Offentlige Tilbudet og i Ansattetilbudet. Tilbudsprisen vil fastsettes rundt den 27. september Prisen per Tilbudsaksje kan fastsettes innenfor, under eller over det Indikative Prisintervallet. Hver bestiller i Ansattetilbudet kan, men må ikke, indikere i VPS' nettbaserte bestillingssystem eller på bestillingsblanketten at bestilleren ikke ønsker å bli tildelt Tilbudsaksjer dersom prisen per Tilbudsaksje blir fastsatt høyere enn den høyeste prisen i det Indikative Prisintervallet. Dersom bestilleren ikke uttrykkelig gir uttrykk for en slik reservasjon i VPS' nettbaserte bestillingssystem eller på bestillingsblanketten, vil bestillingen være bindende uavhengig av om prisen per Tilbudsaksje fastsettes innenfor eller over (eller under) det Indikative Prisintervallet. Kvalifiserte Ansatte i Ansattetilbudet vil motta en rabatt på 10 %, begrenset opp til NOK for hver Kvalifiserte Ansatt av den totale summen som betales av slike investorer. Allokering, betaling og levering av Tilbudsaksjer: Kvalifiserte Ansatte som deltar i Ansattetilbudet vil få full tildeling for enhver bestilling for et beløp opp til og med NOK Norske styremedlemmer vil få full tildeling for enhver bestilling for et beløp opp til og med NOK basert på endelig Tilbudspris. Danske Bank norsk filial, som oppgjørsagent for Ansattetilbudet, forventer å gi beskjed om tildeling av Tilbudsaksjer i Ansattetilbudet rundt den 27. september 2017 per post eller på annen måte. Bestillere som ønsker å få opplyst det eksakte antallet Tilbudsaksjer som denne er tildelt, kan kontakte bestillingskontoret fra rundt den 28. september 2017 innenfor ordinær åpningstid. Bestillere som har tilgang til investorservice gjennom en institusjon som er kontofører for bestillerens VPS-konto, skal fra rundt den 28. september 2017 kunne se antall Tilbudsaksjer de er tildelt. Ved å registrere en bestilling i VPS' nettbaserte bestillingssystem eller ved å fylle ut og sende inn en bestillingsblankett, gir hver bestiller i Ansattetilbudet fullmakt til Danske Bank norsk filial (på vegne av Tilretteleggerne) til å debitere bestillerens norske bankkonto for et beløp som tilsvarer den samlede kjøpesummen for de Tilbudsaksjene som bestilleren blir tildelt. Bankkontoen vil debiteres på eller rundt den 29. september 2017 ("Betalingsdatoen"), og det må være tilstrekkelige innestående på den aktuelle kontoen fra og med den 28. september Bestillere som ikke har en norsk bankkonto må forsikre seg om at betaling for tildelte Tilbudsaksjer foretas senest på Betalingsdatoen. Ytterligere betalingsdetaljer og instruksjoner vil fremgå av tildelingsbrevet som sendes ut rundt den 27. september 2017, eller kan også fås ved å kontakte Danske Bank norsk filial Danske Bank norsk filial (på vegne av Tilretteleggerne) er bare berettiget til å belaste kontoen én gang, men forbeholder seg retten (men har ingen forpliktelse) til å gjøre inntil tre debiteringsforsøk frem til og med den 6. oktober 2017 dersom det er utilstrekkelig med midler på kontoen på Betalingsdatoen. Dersom en bestiller ikke har tilstrekkelig innestående på den aktuelle bankkontoen, eller betaling er forsinket av en eller annen grunn, eller dersom det ikke er mulig å debitere kontoen, vil det påløpe forsinkelsesrente og andre vilkår som beskrevet under overskriften "Forsinket og manglende betaling" under vil gjelde. Dersom betaling for tildelte Tilbudsaksjer er mottatt rettidig, vil levering av tildelte Tilbudsaksjer i Ansattetilbudet foretas rundt den 2. oktober 2017 (eller på slik senere dato ved vellykket debitering av den relevante kontoen). Retningslinjer for bestilleren: Vennligst se side to av denne bestillingsblanketten for ytterligere retningslinjer for bestillingen. Bestillerens VPS-konto (12 siffer): Jeg/vi bestiller herved Tilbudsaksjer for totalt NOK (minimum NOK og maksimum NOK ): Bestillerens bankkonto som skal debiteres (11 siffer): TILBUDSPRISEN: Min/vår bestilling er betinget av at den endelige prisen for Tilbudsaksjene ikke fastsettes over den høyeste prisen i det Indikative Prisintervallet (kryss av) (Dette feltet skal kun fylles ut dersom bestillingen er betinget av at den endelige Tilbudsprisen ikke fastsettes over den høyeste prisen i det Indikative Prisintervallet): Herved (i) foretar jeg/vi, i henhold til vilkårene og betingelsene som fremgår av denne bestillingsblanketten og av Prospektet, en ugjenkallelig bestilling av det antall Tilbudsaksjer tildelt meg/oss til Tilbudsprisen, opp til det samlede bestillingsbeløpet angitt ovenfor, (ii) gir jeg/vi hver av Tilretteleggerne (eller noen utpekt av dem) ugjenkallelig fullmakt og instruerer hver av dem til, sammen eller hver for seg, å gjennomføre enhver handling som er nødvendig for å kjøpe og/eller tegne Tilbudsaksjene som tildeles meg/oss, og til å gjennomføre enhver handling som er nødvendig for å effektuere transaksjonen som fremgår av denne bestillingsblanketten, og sikre levering av disse Tilbudsaksjene i VPS på mine/våre vegne, (iii) gir jeg/vi Danske Bank, norsk filial ugjenkallelig fullmakt til å debitere min/vår bankkonto som angitt i bestillingsblanketten for den samlede kjøpesummen for Tilbudsaksjene som jeg/vi får tildelt, og (v) bekrefter og garanterer jeg/vi ugjenkallelig å ha lest Prospektet og at jeg/vi er kvalifiserte til å bestille og kjøpe Tilbudsaksjer på de vilkår som der fremgår. Dato og sted*: Bindende signatur**: * Må være datert i bestillingsperioden. **Undertegneren må være myndig. Dersom bestillingsblanketten undertegnes på vegne av bestilleren, må det vedlegges dokumentasjon i form av fullmakt for at undertegner har slik kompetanse. INFORMASJON OM BESTILLEREN ALLE FELT MÅ FYLLES UT Fornavn Etternavn Adresse Postnummer og sted Fødselsnummer (11 siffer) Nasjonalitet Telefonnr (dagtid) E-postadresse

322 Appendix E2 RETNINGSLINJER FOR BESTILLEREN DENNE BESTILLINGSBLANKETTEN SKAL IKKE DISTRIBUERES ELLER OFFENTLIGGJØRES, VERKEN DIREKTE ELLER INDIREKTE, I ELLER TIL USA, CANADA, AUSTRALIA ELLER JAPAN ELLER NOEN ANNEN JURISDIKSJON DER SLIK DISTRIBUSJON ELLER OFFENTLIGGJØRING VIL VÆRE ULOVLIG. ANDRE RESTRIKSJONER GJELDER OGSÅ, SE PUNKTET "SALGSRESTRIKSJONER" NEDENFOR. Regulatoriske forhold: I overensstemmelse med EU-direktivet "Markets in Financial Instruments" ("MiFID"), oppstiller lov 29. juni 2007 nr 75 om verdipapirhandel ("Verdipapirhandelloven") med tilhørende forskrifter, krav relatert til finansielle investeringer. I den forbindelse må Tilretteleggerne kategorisere alle nye kunder i en av tre kategorier; kvalifiserte motparter, profesjonelle og ikke-profesjonelle kunder. Alle bestillere som bestiller Tilbudsaksjer i det Ansattetilbudet og som ikke allerede er kunde hos en av Tilretteleggerne, vil bli kategorisert som ikke-profesjonell kunde. Bestilleren kan ved skriftlig henvendelse til Tilretteleggerne anmode om å bli kategorisert som profesjonell kunde dersom Verdipapirhandellovens vilkår for dette er oppfylt. For ytterligere informasjon om kundekategorisering kan bestilleren kontakte Tilretteleggerne. Bestilleren bekrefter herved å inneha tilstrekkelig kunnskap og erfaring om finansielle og forretningsmessige forhold for å kunne evaluere risikoen ved å investere i Selskapet gjennom å bestille Tilbudsaksjer i det Ansattetilbudet, og bestilleren bekrefter å være i stand til å ta den økonomiske risikoen og tåle et fullstendig tap av sin investering i Selskapet. Kun ordreutførelse: Tilretteleggerne vil behandle bestillingen av Tilbudsaksjer som en instruksjon om utførelse av ordre ("execution only") fra bestilleren, ettersom Tilretteleggerne ikke vil være i stand til å avgjøre om bestillingen er hensiktsmessig for bestilleren. Bestilleren vil derfor ikke kunne påberope seg Verdipapirhandellovens regler om investorbeskyttelse. Informasjonsbarrierer: Tilretteleggerne er verdipapirforetak som tilbyr et bredt spekter av investeringstjenester. For å sikre at oppdrag som gjennomføres av Tilretteleggernes "corporate finance"-avdelinger holdes konfidensielle, er disse avdelingene adskilt fra Tilretteleggernes andre avdelinger, herunder avdelinger for analyse og aksjemegling, gjennom bruk av informasjonsbarrierer også kjent som "chinese walls". Bestilleren erkjenner at Tilretteleggernes analyse- og aksjemeglingsavdelinger som en konsekvens av dette kan komme til å opptre i strid med bestillerens interesser i forbindelse med transaksjoner i Tilbudsaksjene. VPS-konto og pålagte hvitvaskingingsprosedyrer: Det Ansattetilbudet er underlagt gjeldende hvitvaskingslovgivning, herunder kravene i lov 6. mars 2009 nr 11 om tiltak mot hvitvasking og terrorfinansiering samt hvitvaskingsforskriften av 13. mars 2009 nr. 302 ("Hvitvaskingslovgivningen"). Bestillere som ikke er registrert som kunde hos en av Tilretteleggerne må bekrefte sin identitet til en av Tilretteleggerne, i samsvar med Hvitvaskingslovgivningen, med mindre det gjelder spesielle unntak. Bestillere som har oppgitt en eksisterende norsk bankkonto og en eksisterende VPS-konto på bestillingsblanketten er unntatt med mindre verifikasjon av bestillerens identitet blir krevet av en av Tilretteleggerne. Bestillere som ikke har gjennomført tilstrekkelig verifikasjon av identitet før utløpet av Bestillingsperioden vil ikke bli tildelt Tilbudsaksjer. Deltakelse i det Ansattetilbudet er betinget av at bestilleren har en VPS-konto. VPS kontonummeret må være angitt i bestillingsblanketten. En VPS-konto kan etableres ved en autorisert VPSkontofører som kan være en norsk bank, autorisert verdipapirforetak i Norge og norske avdelinger av finansinstitusjoner i EØS. Etablering av en VPS-konto krever bekreftelse på identitet overfor kontoføreren i henhold til Hvitvaskingslovgivningen. Utenlandske investorer kan imidlertid benytte en forvalterkonto registrert i VPS i forvalterens navn. Forvalteren må være autorisert av Finanstilsynet. Salgsrestriksjoner: Tilbudet er underlagt salgsrestriksjoner i enkelte jurisdiksjoner, se kapittel 17 "Selling and Transfer Restrictions" i Prospektet. Verken de Selgende Aksjonærene eller Selskapet påtar seg noe ansvar dersom noen bryter disse restriksjonene. Tilbudsaksjene har ikke vært, og vil ikke bli, registrert i henhold til United States Securities Act av 1933 som endret ("U.S. Securities Act") eller i henhold til noen verdipapirlovgivning i noen stat eller annen jurisdiksjon i USA og kan ikke tas opp, tilbys, selges, videreselges, overføres, leveres eller distribueres, verken direkte eller indirekte, innenfor, til eller fra USA bortsett fra i henhold til et gjeldende unntak fra, eller i en transaksjon som ikke er underlagt, registreringsbestemmelsene i U.S. Securities Act og i overensstemmelse med verdipapirlovgivningen i enhver stat eller annen jurisdiksjon i USA. Det vil ikke forekomme noe offentlig tilbud i USA. Tilbudsaksjene vil, og kan, ikke tilbys, selges, videreselges, overføres, leveres eller distribueres, verken direkte eller indirekte, innenfor, til eller fra noen jurisdiksjon der tilbud eller salg av Tilbudsaksjer ikke er tillatt, eller til, eller på vegne av eller til fordel for, enhver person med registrert adresse i, eller som bor eller vanligvis bor i, eller er innbygger i, noen jurisdiksjon der tilbud eller salg ikke er tillatt, bortsatt fra i henhold til et gjeldende unntak. I det Ansattetilbudet tilbys og selges Tilbudsaksjene til enkelte personer utenfor USA i "offshore transactions" innenfor betydningen av og i overensstemmelse med Rule 903 i Regulation S i U.S. Securities Act. Selskapet har ikke gitt tillatelse til noe offentlig tilbud av dets verdipapirer i noe medlemsland av EØS bortsett fra Norge og Sverige. Når det gjelder andre medlemsland i EØS enn Norge og Sverige som har implementert Prospektdirektivet ("Aktuelle Medlemsland"), har det og vil det ikke bli gjort noe for å fremsette et offentlig tilbud av Tilbudsaksjene som krever publisering av et prospekt i noen Aktuelle Medlemsland. Alle tilbud utenfor Norge og Sverige vil derfor skje i henhold til unntak fra krav om prospekt. Stabilisering: I forbindelse med Tilbudet og ved utøvelse av Låneopsjonen kan ABG Sundal Collier ASA (som "Stabiliserende Tilrettelegger"), eller dets agenter, på vegne av Tilretteleggerne, utføre transaksjoner med tanke på å stabilisere, støtte eller på annen måte påvirke kursen på aksjene i opp til 30 dager fra første noteringsdag. Stabiliserende Tilrettelegger kan særlig utføre transaksjoner med formål å stabilisere markedskursen til aksjene på et høyere nivå enn det som ellers kan tenkes å ville gjelde, gjennom å erverve Aksjer i det åpne markedet til priser som er lik eller lavere enn Tilbudsprisen. Stabiliserende Tilrettelegger eller dets agenter har ingen forpliktelse til å foreta stabiliserende handlinger og det er ikke sikkert at stabiliseringshandlinger vil gjennomføres. Slike stabiliseringshandlinger kan, hvis påbegynt, avsluttes når som helst, og vil avsluttes senest 30 kalenderdager fra første noteringsdag. Investeringsbeslutninger må baseres på Prospektet: Investorer må verken akseptere noe tilbud om, bestille eller erverve, verdipapirer i Selskapet på annet grunnlag enn det fullstendige Prospektet. Vilkår for betaling med engangsfullmakt verdipapirhandel: Betaling med engangsfullmakt er en banktjeneste tilbudt av samarbeidende banker i Norge. I forholdet mellom betaler og betalers bank gjelder følgende standard vilkår: 1. Tjenesten "Betaling med engangsfullmakt verdipapirhandel" suppleres av kontoavtalen mellom betaler og betalers bank, se særlig kontoavtalen del C, Generelle vilkår for innskudd og betalingsoppdrag. 2. Kostnader ved å bruke "Betaling med engangsfullmakt verdipapirhandel" fremgår av bankens gjeldende prisliste, kontoinformasjon og/eller opplyses på annen egnet måte. Banken vil belaste oppgitt konto for påløpte kostnader. 3. Engangsfullmakten signeres av betaler og leveres til betalingsmottaker. Betalingsmottaker vil levere belastningsoppdraget til sin bank som igjen kan belaste betalers bank. 4. Ved et eventuelt tilbakekall av engangsfullmakten skal betaler først ta forholdet opp med betalingsmottaker. Etter finansavtaleloven skal betalers bank medvirke hvis betaler tilbakekaller et betalingsoppdrag som ikke er gjennomført. Slikt tilbakekall kan imidlertid anses som brudd på avtalen mellom betaler og betalingsmottaker. 5. Betaler kan ikke angi et større beløp på engangsfullmakten enn det som på belastningstidspunktet er disponibelt på konto. Betalers bank vil normalt gjennomføre dekningskontroll før belastning. Belastning ut over disponibelt beløp skal betaler dekke inn umiddelbart. 6. Betalers konto vil bli belastet på angitt belastningsdag. Dersom belastningsdag ikke er angitt i engangsfullmakten vil kontobelastning skje snarest mulig etter at betalingsmottaker har levert oppdraget til sin bank. Belastningen vil likevel ikke skje etter engangsfullmaktens gyldighetsperiode som er angitt foran. Betaling vil normalt være godskrevet betalingsmottaker én til tre virkedager etter angitt belastningsdag/innleveringsdag. 7. Dersom betalers konto blir urettmessig belastet på grunnlag av en engangsfullmakt, vil betalers rett til tilbakeføring av belastet beløp bli regulert av kontoavtalen og finansavtaleloven. Forsinket og manglende betaling: Forsinket betaling belastes med gjeldende forsinkelsesrente i henhold til forsinkelsesrenteloven av 17. desember 1976 nr. 100, som per dato for Prospektet er 8,5 % p.a. Dersom betaling ikke skjer ved forfall, vil Tilbudsaksjene ikke bli levert til bestilleren, og hver av Selskapet, de Selgende Aksjonærene og Tilretteleggerne forbeholder seg retten til å, for tegnerens regning og risiko, kansellere og reallokere eller på annen måte disponere over de tildelte Tilbudsaksjene, på de vilkår og på den måten hver av Selskapet, de Selgende Aksjonærene og Tilretteleggerne bestemmer i henhold til norsk lov (og bestilleren vil ikke være berettiget til noe overskudd fra dette). Den opprinnelige bestilleren vil fortsette å være ansvarlig for betaling av Tilbudsprisen for Tilbudsaksjene tildelt bestilleren, sammen med enhver rente, kostnader, gebyrer og utgifter påløpt, og hver av Selskapet, de Selgende Aksjonærene og Tilretteleggerne kan inndrive betaling for alle utestående beløp.

323 Appendix E3 ANMÄLNINGSSEDEL FÖR ERBJUDANDET TILL ANSTÄLLDA Allmän information: Villkoren för Erbjudandet till Anställda anges i prospektet daterat den 19 september 2017 ("Prospektet"), vilket har utgivits av Infront ASA ("Bolaget") i samband med försäljningen av nya aktier vilka kommer emitteras av Bolaget samt försäljningen av redan existerande aktier i Bolaget av Bolagets huvudaktieägare Lindeman AS, Morten Lindeman, Nesbak AS, Kristian Nesbak, Kistefos Venture Capital och Kistefos Venture Capital II DA (gemensamt "Huvudaktieägarna") samt vissa övriga aktieägare, angivna i avsnitt 5.16 "Selling Shareholders " i Prospektet (gemensamt de "Övriga Säljande Aktieägarna" och tillsammans med huvudaktieägarna de "Säljande aktieägarna"), och noteringen av Bolagets aktier på Oslo Börs, alternativt Oslo Axess. Samtliga definitioner som inte definieras här ska ha samma betydelse som anges i Prospektet. Ansökningsförfarandet: Berättigade Anställda och norske medlemmer av styrelsen i Erbjudandet till Anställda vilka är medborgare i Norge och som har ett norskt personnummer kan ansöka om Aktier genom att använda någon av följande hemsidor: och Svenske sökanden bør lämnas gjenom Nordnet Bank NUF som plasseringsagent för Erbjudandet till Anställda på uppdrag av Managers. Anmälningar i Erbjudandet till Anställda kan även lämnas genom användandet av denna Anmälningssedel för Erbjudandet till Anställda som bilagts Prospektet som Bilaga E3 (Application Form for the Employee Offering in Swedish). Anmälningssedlar för Erbjudandet till Anställda måste fyllas i på ett korrekt sätt och sändas in innan Anmälningsperiodens utgång till följande anmälningskontor: Danske Bank, norska filialen Bryggetorget 4, N-0250 Oslo P.O. Box 1170 Sentrum Norway Telefon: E-post: emisjoner@danskebank.com Hemsida: Sökanden ansvarar för att det som angivits i Anmälningssedeln för Erbjudandet till Anställda är korrekt. Ofullständiga eller felaktigt ifyllda Anmälningssedlar för Erbjudandet till Anställda, elektroniska eller fysiska, eller Anmälningssedlar för Erbjudandet till Anställda som erhållits efter Anmälningsperiodens utgång, och anmälningar som kan vara lagstridiga, kan komma att lämnas utan avseende utan att anmälaren underrättas därom. Med förbehåll för att Anmälningsperioden kan komma att förlängas måste anmälningar som görs via anmälningssystemet VPS online ha registrerats senast kl (CET) den 27 september 2017, medan anmälningar som görs med Anmälningssedeln för Erbjudandet till Anställda måste mottagits av något av anmälningskontoren senast samma tid. Varken Bolaget, de Säljande Aktieägarna eller någon utav Managers kan hållas ansvarig för postförseningar, internet, uppkopplingar eller servrar eller andra logistiska eller tekniska frågor som kan leda till att anmälningarna inte erhålls i tid eller överhuvudtaget av anmälningskontoret. Alla anmälningar i Erbjudandet till Anställda är oåterkalleliga och bindande från det att en fullständig och korrekt Anmälningssedel för Erbjudandet till Anställda erhållits, eller för det fall anmälningen gjorts via anmälningssystemet VPS online, vid registrering av anmälan, oberoende av en förlängning av Anmälningsperioden, och kan inte återkallas, makuleras eller ändras av sökanden efter att den har mottagits av ett anmälningskontor, eller i det fall anmälan gjorts via ansökningssystemet VPS online, efter registrering av anmälan. Priset för Aktier: Det indikativa prisintervallet (det "Indikativa Prisintervallet") för Erbjudandet är NOK per Erbjuden Aktie. Huvudaktieägarna och styrelsen kommer, efter samråd med Managers, att fastställa det slutliga priset i Erbjudandet på grundval av erhållna anmälningar som inte återkallats under Bookbuilding-perioden i det Institutionella Erbjudandet samt antalet erhållna anmälningar i Erbjudandet till Allmänheten och Erbjudandet till Anställda. Det slutliga priset i Erbjudandet kommer att fastställas på eller omkring den 27 september Det slutliga priset i Erbjudandet kan komma att fastställas inom, under eller över det Indikativa Prisintervallet. Varje sökande i Erbjudandet till Anställda har möjlighet, men är inte tvingade, att ange när man anmäler via anmälningssystemet VPS online eller genom Anmälningssedeln för Erbjudandet till Anställda att man inte vill tilldelas Nya Aktier i den mån det slutliga priset i Erbjudandet fastställs till ett pris som överstiger det hösta angivna priset i det Indikativa Prisintervallet. I den mån sökanden anger detta kommer sökanden inte att tilldelas några Aktier för det fall att det slutliga priset i Erbjudandet fastställs över det högsta angivna priset i det Indikativa Prisintervallet. Om sökanden inte uttryckligen anger en sådan reservation vid anmälan via anmälningssystemet VPS online eller genom Anmälningssedeln för Erbjudandet till Anställda, kommer anmälan vara bindande oavsett om det slutliga priset i Erbjudandet fastställs inom eller över (eller under) det Indikativa Prisintervallet. Varje berättigad Anställd som får tilldelning erhåller en rabatt om 10 % upp till ett maximalt belopp om NOK per berättigad Anställd av det sammanlagda belopp som skall erläggas. Tilldelning, betalning och leverans av Aktier: Berättigade Anställda som deltar i Erbjudandet till Anställda kommer få full tilldelning för varje anmälan upp till och med ett belopp om NOK. Norske medlemmer av styrelsen kommer få full tilldelning för varje anmälan upp till och med ett belopp om NOK. Danske Bank, norska filialen, i egenskap av Settlementagent för Erbjudandet till Anställda, räknar med att utfärda meddelanden om tilldelning av Aktier i Erbjudandet till Anställda på eller omkring den 27 september 2017, genom att skicka ut avräkningsnotor via e-post eller på annat sätt. Sökanden som önskar veta det exakta antalet Aktier som tilldelats denna får kontakta et av anmälningskontoren från eller omkring den 28 september 2017 under kontorstid. Sökanden som har tillgång till investerartjänster genom en institution som sköter sökandens VPS-konto bör kunna se antalet Aktier som de har tilldelats från eller omkring den 28 september Genom att registrera en anmälan via anmälningssystemet VPS online eller genom att översända en Anmälningssedel för Erbjudandet till Anställda, har varje sökande i Erbjudandet till Anställda bemyndigat Danske Bank, norska filialen (på uppdrag av Managers) att debitera sökandens norska bankkonto för det totala beloppet för Aktierna som tilldelats den sökande. Kontona kommer debiteras på eller omkring den 29 september 2017, ("Betalningsdatumet"), och det måste finnas tillräckliga medel på det angivna bankkontot från och med den 28 september Sökanden som saknar norskt bankkonto måste tillse att betalning för de tilldelade Aktierna görs på eller före Betalningsdatumet. Ytterligare detaljer och instruktioner kommer att anges i avräkningsnotorna till sökandena som kommer utfärdas på eller omkring den 27 september 2017, eller kan erhållas genom att kontakta Danske Bank, norska filialen på Danske Bank, norska filialen (på uppdrag av Managers) har endast rätt att debitera varje konto en gång, men förbehåller sig rätten att göra upp till tre debiteringsförsök till och med 6 oktober 2017 om det saknas tillräckliga medel på kontot på Betalningsdatumet. Om någon sökande saknar tillräckliga medel på sitt konto eller om betalningen fördröjs av någon anledning eller om det inte går att debitera kontot kommer förfallna räntor att löpa och andra villkor kommer att gälla enligt rubriken "Förfallna och uteblivna betalningar" nedan. Under förutsättning att sökanden betalar i tid förväntas de tilldelade Aktierna i Erbjudandet till Anställda att levereras den 29 juni 2017 (eller senare datum i enlighet med genomförd debitering av det aktuella kontot). Riktlinjer för sökanden: Vänligen se den andra sidan av denna Anmälningssedel för Erbjudandet till Anställda för vidare riktlinjer för anmälan. Sökandens VPS-konto (12 siffror): Jag/vi anmäler mig/oss för teckning av Aktier för totalt (lägst NOK och högst NOK) Sökandens bankkonto att debitera (11 siffror): SLUTLIGT PRIS I ERBJUDANDET: Min/vår anmälan är villkorad av att det slutliga priset i Erbjudandet inte fastställs till ett högre pris än det högst angivna priset i det Indikativa Prisintervallet (markera med kryss) (måste enbart fyllas i om anmälan är villkorad av att det slutliga priset i Erbjudandet inte fastställs till ett högre pris än det högst angivna priset i det Indikativa Prisintervallet): Jag/vi förklarar härmed att jag/vi ovillkorligen (i) anmäler mig/oss för teckning av antalet Aktier som tilldelats mig/oss, till det slutliga priset i Erbjudandet, upp till det sammanlagda anmälningsbeloppet enligt ovan, med förbehåll för de villkor som anges i denna Anmälningssedel för Erbjudandet till Anställda och i Prospektet, (ii) bemyndigar och instruerar var och en utav Managers (eller någon som utsetts av någon av dem), gemensamt eller var för sig, att vidta alla åtgärder som krävs för att köpa och/eller teckna Aktierna som tilldelats mig/oss å mina/våra vägnar, att vidta alla övriga åtgärder som anses nödvändiga för verkställigheten för de transaktioner som avses i denna Anmälningssedel för Erbjudandet till Anställda, samt att säkerställa leverans av sådana Aktier till mig/oss i VPS, å mina/våra vägnar, (iii) bemyndigar Danske Bank, norska filialenatt debitera mitt/vårt bankkonto som anges i denna Anmälningssedel för Erbjudandet till Anställda till det belopp som ska betalas för Aktierna som tilldelats mig/oss, och (iv) bekräftar och garanterar att jag/vi har läst Prospektet och att jag/vi är berättigade att anmäla mig/oss för och köpa Aktier under de villkor som föreskrivs däri. Ort och datum*: Bindande underskrift**: * Måste vara daterad under Anmälningsperioden. ** Sökanden måste vara av lagstadgad ålder. Om Anmälningssedeln för Erbjudandet till Anställda är undertecknad av fullmaktshavare måste dokumentation utvisande rätten att företräda sökanden bifogas i form av en fullmakt. UPPGIFTER AVSEENDE SÖKANDEN SAMTLIGA FÄLT MÅSTE FYLLAS I Förnamn Efternamn Hemadress Postnummer och ort Personnummer (10 siffror) Nationalitet Telefonnummer (dagtid) E-postadress

324 Appendix E3 RIKTLINJER FÖR SÖKANDEN DENNA ANMÄLNINGSSEDEL FÖR ERBJUDANDET TILL ANSTÄLLDA ÄR INTE AVSEDD FÖR UTGIVANDE ELLER DISTRIBUTION, DIREKT ELLER INDIREKT, I ELLER TILL USA, KANADA, AUSTRALIEN ELLER JAPAN ELLER NÅGON ANNAN JURISDIKTION DÄR UTGIVANDE ELLER DISTRIBUTION VORE LAGSTRIDIGT. YTTERLIGARE BEGRÄNSNINGAR ÄR TILLÄMPLIGA. VÄNLIGEN SE "SÄLJRESTRIKTIONER" NEDAN. Regulatoriska frågor: Lagstiftning som genomförts inom hela Europeiska ekonomiska samarbetsområdet ("EES") i enlighet med direktivet om marknader för finansiella instrument ("MiFID") som implementerats i den norska lagen om värdepappershandel (lag 29. juni 2007 nr. 75), uppställer krav på företagsinvesteringar. I detta avseende måste Managers kategorisera alla nya kunder i en av tre kategorier: jämbördiga motparter, professionella och icke-professionella kunder. Samtliga sökande som anmäler sig för teckning av Aktier i Erbjudandet som inte är befintliga kunder hos en av Managers kommer att kategoriseras som icke-professionella kunder. Sökanden kan genom skriftlig förfrågan till Managers begära att de kategoriseras som professionell kund om sökanden uppfyller bestämmelserna i den norska lagen om värdepappershandel. För mer information om kategoriseringen kan sökanden kontakta Managers. Sökanden bekräftar att den har tillräcklig kunskap, sofistikering och erfarenhet av finansiella och affärsmässiga frågor för att kunna utvärdera fördelarna och riskerna med ett investeringsbeslut att investera i Bolaget genom att anmäla sig för teckning av Aktier och att sökanden kan bära den ekonomiska risken och kan klara av en fullständig förslut av en investering i Bolaget. Utförande av order: Då Managers inte har möjlighet att avgöra om anmälan om Aktier är lämplig för sökanden kommer Managers behandla anmälan som en "utförande av order"-instruktion från den sökande att anmäla sig för teckning av Aktierna i Erbjudandet. Följaktligen kommer sökanden inte att omfattas av motsvarande skydd för de relevanta skyddsreglerna i enlighet med norska lagen om värdepappershandel. Informationsbarriärer: Managers är värdepappersbolag och erbjuder ett brett utbud av investeringstjänster. För att säkerställa att uppdrag som Managers corporate financeavdelningar åtagit sig hålls konfidentiella avskärmas Managers övriga verksamhetsområden, inkluderande analytiker och aktiehandlare, från deras corporate finance-avdelningar genom informationsbarriärer, så kallade "kinesiska murar" (Eng. Chinese walls). Sökanden är införstådd med att Managers analytiker- och aktiehandelsaktivitet kan komma i konflikt med sökandens intressen avseende transaktioner i Aktierna som en konsekvens av dessa kinesiska murar. VPS-konto och åtgärder mot penningtvätt: Erbjudandet till Anställda är föremål för lagstiftning om penningtvätt, inklusive den norska penningtvättslagen (nr. 11 den 6 mars 2009) och den norska penningtvättsförordningen (nr. 302 den 13 mars 2009) (gemensamt "Penningtvättslagstiftningen"). Sökande som inte är registrerade som befintliga kunder hos en utav Managers måste verifiera sin identitet till en av Managers i enlighet med kraven i Penningtvättslagstiftningen, såvida inte ett undantag är tillämpligt. Sökande som har angivit ett befintligt norskt bankkonto och ett befintligt VPS-konto i Anmälningssedeln för Erbjudandet till Anställda är undantagna, såvida inte en verifiering av identitet begärs av en Manager. Sökande som inte har fyllt i den nödvändiga verifieringen av identitet före Anmälningsperiodens utgång kommer inte att tilldelas Aktier. Deltagande i Erbjudandet till Anställda är villkorat av att sökanden innehar ett VPS-konto. VPS-kontonummeret måste anges i Anmälningssedeln för Erbjudandet till Anställda. VPS-konton kan upprättas hos auktoriserade VPS-registratorer, vilka kan vara norska banker, auktoriserade värdepappersmäklare i Norge och norska filialer av kreditinstitut som är etablerade inom EES. Upprättande av ett VPS-konto kräver verifikation av identiteten till VPS-registratorn i enlighet med Penningtvättslagstiftningen. Emellertid kan icke-norska investerare använda VPS-konton som är registrerade i en förvaltares namn. Förvaltaren måste vara auktoriserad av den norska finansinspektionen (No. Finanstillsynet). Säljrestriktioner: Erbjudandet är föremål för särskilda legala eller regulatoriska begränsningar i vissa jurisdiktioner, se avsnitt 17 "Sälj- och överlåtelsebegränsningar" i Prospektet. Varken Bolaget eller Säljande Aktieägare åtar sig något ansvar i händelse av att någon person överträder dessa restriktioner. Aktierna har inte registrerats och kommer inte att registreras i enlighet med United States Securities Act från 1933 ("U.S. Securities Act") eller enligt värdepapperslagstiftning i någon stat eller annan jurisdiktion i USA och får inte tas upp, erbjudas, säljas, vidareförsäljas, överlåtas, levereras eller distribueras direkt eller indirekt inom, till eller från USA, utom i enlighet med ett tillämpligt undantag från eller i en transaktion som inte omfattas av registreringskraven i U.S. Securities Act och i överensstämmelse med värdepapperslagen i någon stat eller annan jurisdiktion i USA. Det kommer inte att lämnas något offentligt erbjudande i USA. Aktierna kommer, och får, inte erbjudas, säljas, vidareförsäljas, överlåtas, levereras eller distribueras direkt eller indirekt inom, till eller från någon jurisdiktion där erbjudandet eller försäljningen av Aktierna inte är tillåten, eller till, eller för en persons vägnar eller nytta som har en registrerad adress i eller som är bosatt eller normalt bosatt i eller en medborgare i någon jurisdiktion där erbjudandet eller försäljningen inte är tillåten, utom i enlighet med ett tillämpligt undantag. I Erbjudandet till Anställda erbjuds och säljs Aktierna till vissa personer utanför USA i Offshore-transaktioner i enlighet med och i överensstämmelse med regel 903 i Regulation S i U.S. Securities Act. Bolaget har inte godkänt något erbjudande till allmänheten avseende sina värdepapper i något annat EES-land än Norge och Sverige. Avseende övriga EES-länder utöver Norge och Sverige, som har implementerat EU:s prospektdirektiv (var och en, en "Relevant Medlemsstat") har inga åtgärder vidtagits eller kommer att vidtas för att offentliggöra ett erbjudande till allmänheten avseende Aktierna, vilket skulle kräva ett offentliggörande av ett prospekt i någon Relevant Medlemsstat. Eventuella erbjudande utanför Norge och Sverige kommer endast att ske under omständigheter där det inte föreligger någon skyldighet att upprätta ett prospekt. Stabilisering: I samband med Erbjudandet kan ABG Sundal Collier ASA (i egenskap av "Stabiliseringsagent"), eller dess ombud, på uppdrag av Managers, vid utnyttjandet av Låneoptionen, vidta transaktioner som stabiliserar, upprätthåller eller på annat sätt påverkar aktiekursen för Aktierna i upp till 30 dagar från den första dagen för handel. Stabiliseringsagenten kan påverka transaktioner i syfte att upprätthålla ett högre marknadspris för Aktierna än vad som annars skulle kunna råda, genom att köpa aktier på den öppna marknaden till priser som är lika med eller lägre än det slutliga priset i Erbjudandet. Det finns ingen skyldighet för Stabiliseringsagenten och dess ombud att vidta stabiliserande åtgärder och det finns ingen garanti för att stabiliseringsåtgärder kommer att vidtas. Sådana stabiliseringsåtgärder, om de vidtas, kan upphöra när som helst och kommer att upphöra senast 30 kalenderdagar efter den första dagen för handel. Investeringsbeslut är baserade på fullständigt Prospekt: Investerare får varken acceptera något erbjudande avseende, ansöka om eller förvärva några Aktier på något annat underlag än det fullständiga Prospektet. Villkor för betalning via direkt debitering - värdepappershandel: Betalning via direkt debitering är en tjänst som erbjuds av samarbetande banker i Norge. I förhållandet mellan betalaren och betalarens bank gäller följande standardvillkor. 1. Tjänsten "Betalning via direkt debitering - värdepappershandel" kompletteras med kontoavtalet mellan betalaren och betalarens bank, särskilt avsnitt C i kontoavtalet, Allmänna villkor för insättnings- och betalningsinstruktioner. 2. Kostnader relaterade till användningen av "Betalning via direkt debitering - värdepappershandel" framgår av bankens rådande prislista, kontoinformation och/eller information som givits på annat lämpligt sätt. Banken debiterar det angivna kontot för uppkomna kostnader. 3. Bemyndigandet för direkt debitering är undertecknad av betalaren och levereras till mottagaren. Mottagaren kommer att lämna instruktioner till sin bank som i sin tur debiterar betalarens bankkonto. 4. Vid återkallande av bemyndigandet för direkt debitering ska betalaren informera mottagaren om detta. I enlighet med lagen om finansiella kontrakt (lov 25. juni 1999 nr 46) ska betalarens bank bistå om betalaren återkallar en betalningsinstruktion som inte har fullgjorts. Sådan återkallelse kan betraktas som ett avtalsbrott mellan betalaren och mottagaren. 5. Betalaren kan inte bemyndiga för betalningar om ett högre belopp än de medel som finns tillgängliga på betalarens konto vid tidpunkten för betalningen. Betalarens bank gör normalt en kontroll av tillgängliga medel innan kontot debiteras. Om kontot har belastats med ett belopp som är högre än tillgängliga medel ska skillnaden omedelbart täckas av betalaren. 6. Betalarens konto debiteras på angivet datum för betalningen. Om betalningsdagen inte har angivits i bemyndigandet för direkt debitering debiteras kontot så snart som möjligt efter att mottagaren har lämnat instruktionerna till sin bank. Debiteringen kommer emellertid inte att äga rum efter att bemyndigandet har upphört enligt ovan. Betalningen kommer normalt att krediteras mottagarens konto mellan en och tre arbetsdagar efter det angivna datumet för betalning/leverans. 7. Om betalarens konto felaktigt debiteras efter direkt debitering regleras betalarens rätt till återbetalning av det debiterade beloppet av kontoavtalet och lagen om finansiella kontrakt. Förfallna och uteblivna betalningar: Förfallna betalningar kommer debiteras med ränta enligt gällande räntesats i enlighet med den norska lagen om ränta på förfallna betalningar (nr. 100 den 17 december 1976) som vid datumet för Prospektet är 8,5 % per år. Skulle betalning inte ske vid förfallodag, kommer de Aktier som tilldelats inte att levereras till den sökande och hver av Bolaget, dom Säljande aktieägarna och Managers förbehåller sig rätten att, på sökandens risk och bekostnad, säga upp anmälan och omfördela eller på annat sätt avyttra de tilldelade Aktierna, på sådana villkor och på sådant sätt som hver av Bolaget, dom Säljande aktieägarna och Managers väljer enligt norsk lag (och sökanden har ingen rätt till eventuell uppkommen vinst). Den ursprungliga sökanden kommer att förbli ansvarig för betalning av det slutliga priset i Erbjudandet för Aktierna som tilldelats sökanden, tillsammans med eventuell ränta, kostnader, avgifter och andra upplupna kostnader hver av Bolaget, dom Säljande aktieägarna och Managers kan kräva fullgörelse av betalning av sådant utestående belopp.

325 Infront ASA Fjordalléen 16 N-0250 Oslo Norway Phone: ABG Sundal Collier ASA Munkedamsveien 45D N-0115 Oslo Norway Phone: Danske Bank, Norwegian branch Bryggetorget 4 N-0107 Oslo Phone: emisjoner@danskebank.com Legal counsel to the Company Advokatfirmaet Selmer DA Tjuvholmen alle 1 P.O. Box 1324 Vika N-0112 Oslo, Norway Tel: Legal counsel to the Managers Advokatfirmaet Thommessen AS Haakon VII's gate 10 P.O. Box 1484 Vika 0161 Oslo, Norway Tel: