Q4 2020

CEO Terje Wibe and CFO Fredrik Eeg

Mercell is a leading
platform for
public eTendering

2
A marketplace More tenders

matching buyers
with suppliers

More More
Buyers Suppliers
buyers suppliers

More bids
3
Growth opportunities
driven by market
megatrends

1 Regulations 2 ESG 3 Digitization

Growing from a Nordic stronghold

+ Roll up core Nordic + Expand product portfolio European expansion

Our markets, ARR split YE’20
Other;
10%

covering 29,000 Denmark;

26%

customers 552m
NOK

ARR
Sweden; Norway;
38% 26%

▪ Positioned to be a consolidator in the European

eTendering and eProcurement market
▪ Scalable and profitable business model with
proven organic and M&A growth ability
▪ Multiple growth opportunities through new sales
and upselling, wider product portfolio and
geographical expansion

5
Grown to be one of the largest B2B SaaS companies in the
Nordics measured in ARR
Annual Recurring Revenue (ARR)
NOK million

600

▪ ARR from NOK 96m to NOK 552m in two years 500

▪ More than doubled organic ARR

▪ Acquired ARR of ~NOK 350 million 400

▪ Strengthened European foothold

300
▪ Acquisition of Visma Commerce fortified Nordic position
and strengthened platform
200
▪ Acquired Negometrix early in 2021, adding ~NOK 55 million
to ARR
100

0
Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020
Organic Acquisitions

6
Operations and M&A
Proven M&A strategy - nine acquisitions in less than two years
2019 2020 2021

May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb

▪ Completed three acquisitions in 2019
▪ Strengthened Nordic presence and
established foothold in several
European countries
▪ Made additional five acquisitions during 2020 ▪ One acquisitions to date
in 2021
▪ Fortified the Nordic position
▪ Expanding European
▪ Broadened scope into eProcurement with post-
Footprint
award

▪ Strengthened organization for further M&A to

grow European presence

8
M&A: Visma Commerce (2/3)

Increasing both top-line and margins

Revenue and EBITDA adj.-margin
NOK million
Mercell presence
535 40%

Market leader
500

35%

27%
30%

400

312
25%

300

19% 20%

14%
15%

200

164
10%

100

5%

0 0%

2019 2020 Proforma 2020

Proforma revenue include companies acquired in 2020 presented as if the if the combinations had taken place at the beginning of the year. The revenue is compiled based on underlying financials. Effects of purchase price allocations and excess values are not
reflected
9
M&A: Visma Commerce (3/3)

Integration on track
Product expansion in the Swedish market
P Successfully executing on the detailed 100-day plan for
post merger integration Increasing the value chain
with existing products from
Visma Commerce offering the Mercell portfolio

P Engaging employees through internal communication,

onboarding sessions and strategy alignment Pre-award Post award

eTender Tender Alert

Mercell Offering

P
(TendSign) (Opic)
Reallocating tech and product resources to work on “one
platform project” – scalable across Europe

P Product expansion in the market (See example)

“From Day 1, Mercell has proven their ability to integrate and motivate
P Commercial excellence with group targets and goals employees to position and align for the future. With best-in-class know-
how and a scalable product - we are moving fast and in the right
direction”

P Carefully tracking and extracting financial synergies - Sofia Andersson, Acting Country Manager.

PIn progress

10
Mercell is present in the entire e-procurement value chain
Source to Contract (pre-award) Procure to Pay (post-award)

Identifying Explore Develop and Review, Payment

Contract Placing of Spend
purchasing market & plan publish evaluate and Tender award Invoicing and
management orders analysis
needs tenders tender negotiate accounting

Fully electronic execution of a complete tender process;

Electronic Procurement (e-Commerce)
compliant, transparent and traceable
Mercell’s
Offering to The link
buyers between
~2,100 26% pre- and ~330 15%
Customers Share of ARR YE’20 post award Customers Share of ARR YE’20

Efficient
contract
Tender notification and bid management services creation Integrated eCatalogue and order management (e-Commerce)
and
Mercell’s
handling
Offering to
suppliers
~26,500 59% Unmonetized
Customers Share of ARR YE’20

11
Covering the full
procurement life cycle by Contract
management
entering post-award…
Source to Procure to
contract pay (P2P)
(S2C)

Pre-award Post-award

…further boosting upselling Spend data analytics,

and cross-selling potential plan new tenders
Migrating to ‘state of the art’ platform – module by module
Pre-award Post-award
Building a new common platform with reuse Building a best of breed platform
of existing functionality where possible by reusing existing modules

Module
Module 1 2 1 1 2 2
1

Pre-award Post-award
3 4 2 3 4 3 4 Module Module Module Module Module Module
2 4 2 4 2 4
TendSign

Module Module Module Module Module Module

1 3 1 3 1 3
Common modules, 3rd party modules, data highway, analytics, etc.

Platform components/infrastructure

From multiple platforms to a common pre- and post-award platform

to drive new revenue growth and enable future product innovation

13
 Building a new pre-award platform service by service
Strangling the monoliths Examples of new services to be launched in 2021

New New
▪ Search and Discovery - a new take on tender notification
Service Service
▪ Major step towards a more user friendly and trustworthy tender
New New New New finder service
Service Service Service Service
▪ Employing a combination of Google like search interface with
Service Service Service Service Service classifieds like search filtering

▪ Currently more than 200 suppliers testing

Service Service Service Service Service
▪ Gradual roll-out in our Scandinavian markets during 2021
Service Service Service Service Service replacing the current tender notification services

▪ Includes tenders from multiple international sources and will be

Service Service Service Service Service populated with new tender content ongoing

▪ Authentication - service allowing end-users to experience

Monolith Modularized seamless integration between all products and platforms
▪ The service is currently being rolled out to our various platforms

14
New Search and Discovery solution
highlights how we develop our products
Iterative, customer centric
and continuous innovation
that repeatedly delivers new
customer value

15
Scaling further through programmatic M&A
Three-part M&A strategy – Acquisitions can be single purpose or a combination of below
progressing in tandem

Strengthen Nordic core ▪ Strengthen market positions in the existing core Nordic market

▪ Strengthen technology base and development capacity

Expand product portfolio ▪ Broaden and deepen the range of products and services

▪ Attract new customer bases who can benefit from our offering

Grow European presence ▪ Enter new geographical markets

16
M&A: Negometrix (1/1)

Q1 2021: Expanding European footprint with Negometrix

Mercell presence
Market leader
1 Clear market leader for public buy side in the Netherlands

2 Well run company with strong management and company culture

Ideally positioned to enter supply side market and value chain

3
expansion into post award solutions

4 Established foothold in the US market

17
Financials
Financial highlights 2020
Revenue and EBITDA adj.-margin last 12-months (LTM)
NOK million
350 40%

312
▪ Visma Commerce included from December 35%

300

▪ Revenue of NOK 311.9m (166.2) 263

30%

232
Reported yoy growth of 88%
250

▪
196
25%

▪ Organic yoy growth of 22% 200

166 19% 19%

17%
20%

▪ Adjusted EBITDA of NOK 58.0m (23.8) 150

14% 15%
15%

▪ Adjusted EBITDA-margin of 19%

100

▪ Special cost items of NOK 44.1m 7%

10%

6%
4% 5% 4%
Reported EBITDA of NOK 13.9m (6.8)
50

▪
5%

0 0%

LTM Q4 2019 LTM Q1 2020 LTM Q2 2020 LTM Q3 2020 LTM Q4 2020
Revenue EBITDA -margin EBITDA adj.-margin

In brackets the corresponding figure in the same period in the previous year 19
The strong organic growth continued in 2020
ARR bridge 2020
NOK million

+163%
▪ ARR increase of 64% during Q4 and 163% in 2020
▪ Organic increase of 32% year-over-year 275

▪ Target of 30%-35% organic growth for full-year 2020

39
106 552
▪ Overall ARR increase of NOK 346m in 2020
▪ Organic ARR increase of NOK 68m
210 210
▪ Continued strong sales and churn performance

ARR Dec'19

ARR Dec'20
sales/upsell

ARR at the time

Churn/contractio

of acquisition
ARR Dec’19 New Churn/ ARR at the ARR Dec’20

New
sales/upsell contraction time of

n
acquisition
Organic

20
Key figures
Profit & Loss Account (unaudited)

Proforma
NOKm Q4’19 Q4’20 FY’19 FY’20 FY’20
Total revenue 59.5 108.7 166.2 311.9 535.1 ▪ Adjusted EBITDA-margin of 17% in Q4 and 19% for the
full-year
Operating costs -49.8 -89.7 -142.4 -253.9 -389.9
Special cost items -11.4 -22.4 -17.0 -44.1
▪ Special cost items of NOK 46.3 million in 2020, whereof
-46.3
NOK 22.4m in Q4
EBITDA -1.7 -3.4 6.8 13.9 98.9
▪ Consultancy and legal costs
EBITDA-margin -3 % -3 % 4% 4% 18 %
▪ Fees, bonuses and other costs in connection with Merkur
Adjusted EBITDA 9.8 19.0 23.8 58.0 145.2 Markets listing

Adj. EBITDA-margin 16 % 17 % 14 % 19 % 27% ▪ Restructuring and severance payments at acquired companies

Depreciation & Amort. -20.5 -74.2 -51.0 -151.1 ▪ Proforma revenue of NOK 535.1 million in 2020
EBIT -22.2 -78.7 -44.2 -137.2
▪ Proforma adjusted EBITDA of NOK 145.2 and margin
Net financial items -6.2 -54.4 -14.1 -90.6 of 27%
Profit/loss before tax -28.4 -133.1 -58.3 -227.8

1. Note: In accordance with NGAAP, intangible assets from acquisitions are amortized over a period of five years. This significantly affects the results for the company as intangible assets related to acquisitions represent a large part of assets on the balance sheet.
2. Special cost items primarily related to restructuring cost in 2019 and consultancy and legal fees, fees and other costs in connection with the introduction on Merkur Markets, and severance pay in 2020 21
3. Proforma revenue include companies acquired in 2020 presented as if the if the combinations had taken place at the beginning of the year. The revenue is compiled based on underlying financials. Effects of purchase price allocations and excess values are not reflected
Outlook and summary
Expanding into the large European market
Attractive public procurement market in Europe
NOK trillion

~11x
▪ The large European market mainly consist of national
and regional players
▪ The market is driven by underlying regulations and
digitalisations – the Nordics are leading the way
▪ Mercell has established a European presence with ARR
of >NOK 50 million outside the Nordics
▪ Screened > 100 M&A targets and actively pursuing
multiple acquisition opportunities

1. Source: Mercell Holdings, OECD, European Commission: Public Procurement Indicators 2017 23
Strategic execution plan

Expand product
Roll up core Nordic European expansion
Mercell presence portfolio
Market leader

Significant market growth driven by EU legislation and digitization

Total European public procurement spending of ~EUR 2 trillion

Established foothold in several markets

Proven buy and build strategy

Pole position to become the European consolidator

24
 ARR split YE’20
Other;
10%
Denmark;
26%

Summarizing 2020 552m

NOK

ARR
Sweden; Norway;
38% 26%

▪ Continued strong revenue growth and improved

adjusted EBITDA margins
▪ ARR of NOK 552m – up 163% during 2020
▪ Solid organic growth, strengthened Nordic core
and increased product portfolio through M&A
▪ Entered the post-award market with product
synergies and cross-selling potential
▪ Working towards one common platform –
module by module
▪ Ready to continue the European expansion

25
Next events
20 May: Q1 2021 and Capital Markets Update (CMU)
Mercell is a Market leading eTendering platform with a strong value
proposition

leading Growth journey driven by regulations, ESG and digitization

platform for
public Scalable and profitable business model - margins set to
improve over time
eTendering
Proven organic and M&A growth ability

In pole position to become a leading eTendering and

procurement platform in Europe

27