IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer - - PDF document

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IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the Prospectus attached to this electronic transmission and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Prospectus. In accessing the attached Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of your representation: By accessing this Prospectus you have confirmed to the Manager and the Company, that (i) you have understood and agree to the terms set out herein, (ii) (a) you and the electronic mail address you have given to us are not located in the United States, its territories and possessions or (b) you are a person that is a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act, (iii) you consent to delivery by electronic transmission, (iv) you will not transmit the attached Prospectus (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person except with the consent

• f the Manager and (v) you acknowledge that you will make your own assessment regarding any

legal, taxation or other economic considerations with respect to your decision to purchase the Offer Shares. You are reminded that the attached Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Prospectus, electronically or otherwise, to any other person and in particular to any U.S. address. Failure to comply with this directive may result in a violation of the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or the applicable laws of other jurisdictions. Restrictions: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY OFFER SHARES BEING SOLD 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 OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QIB THAT IS ACQUIRING SUCH OFFER SHARES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBs, OR (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE ATTACHED PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. DISTRIBUTION OR REPRODUCTION OF THE ATTACHED PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. Under no circumstances shall this Prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Offer Shares in any jurisdiction in which such offer, solicitation

• r sale would be unlawful. Recipients of this Prospectus who intend to purchase any Offer Shares are

reminded that any such purchase may only be made on the basis of the information contained in the Prospectus.

SLIDE 2

This Prospectus is being distributed only to and is directed only at persons in member states of the European Economic Area (with the exception of Norway and Eligible Employees) who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended, and any relevant implementing measure in each Member State of the European Economic

• Area. This Prospectus is being distributed only to and is directed only at (i) persons who are outside

the United Kingdom; or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (ii) and (iii) being referred to as “relevant persons”). The Offer Shares are available only to, and any invitation, offer or agreement to purchase

• r otherwise acquire the Offer Shares will be engaged in only with, relevant persons. Any person who

is within the United Kingdom and not a relevant person should not act or rely on this Prospectus or any of its contents. This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently the Manager, any person who controls the Manager or the Company, any director,

• fficer, employee or agent of any of them or any affiliate of any such person accepts any liability or

responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version of the Prospectus. The materials relating to the offering do not constitute, and may not be used in connection with, an

• ffer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction

requires that the offering be made by a licensed broker or dealer and the Manager or any affiliate of the Manager is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Manager or such affiliate on behalf of the Company in such jurisdiction. Neither the Manager nor any of its respective affiliates or any of their respective directors, officers, employees or agents accepts any responsibility whatsoever as to the accuracy, completeness or verification of the information in this document. The Manager and any of its respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of such document. Any decision to purchase the Offer Shares in the

• ffer should be made solely on the basis of information contained in this document. No representation
• r warranty, express or implied, is made by the Manager or any of its respective affiliates as to the

accuracy, completeness or verification of the information set out in this document. The Manager is acting exclusively for the Company and no one else in connection with the offer. The Manager will not regard any other person (whether or not a recipient of this document) as its client in relation to the offer and will not be responsible to any other person for providing the protections afforded to its clients nor for giving advice in relation to the offer or any transaction or arrangement referred to herein.

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LINK MOBILITY GROUP ASA

(A public limited liability company incorporated under the laws of Norway) Initial public offering of up to 1,578,947 Shares with an indicative price range of NOK 19 to NOK 25 per Share Listing of the Company’s shares on Oslo Axess This prospectus (the “Prospectus”) has been prepared in connection with the initial public offering and listing (the “Listing”) on Oslo Axess (“Oslo Axess”), a regulated market place operated by Oslo Børs ASA (the “Oslo Stock Exchange”) of all the shares, each with a nominal value

• f NOK 1 (the “Shares”) in Link Mobility Group ASA (the “Company”), a public limited liability company incorporated under the laws of Norway

(together with its subsidiaries, the “Group”). The offering (the “Offering”) of new shares (the “Offer Shares”) will consist of an offer to raise an amount of up to NOK 30 million, by the issuance of up to 1,578,947 Offer Shares. The number of Offer Shares to be issued will depend on the final size of the Offering which shall be determined in conjunction with the determination of the final initial public offering price (the “Offer Price”). The Offering consists of: (i) a private placement (a) to institutional and professional investors in Norway, (b) investors outside Norway and the United States of America (the “U.S.” or the “United States”), subject to applicable exemptions from local prospectus requirements, and (c) in the United States to “qualified institutional buyers” (“QIBs”) as defined in, and in reliance on, Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) (the “Institutional Offering”), (ii) a retail offering to the public in Norway (the “Retail Offering”) and (iii) an employee

• ffering directed at Eligible Employees (as defined in Section 18 “Definitions and glossary”) (the “Employee Offering”). All offers and sales
• utside the United States will be made in compliance with Regulation S under the U.S. Securities Act (“Regulation S”).

The Offer Price at which the Offer Shares are expected to be sold is expected to be between NOK 19 and NOK 25 per Offer Share. This Offer Price range is indicative only. The Offer Price will be determined through a bookbuilding process and will be set by the Company in consultation with the

• Manager. Applicants in the Retail Offering and the Employee Offering will receive a discount of NOK 1,500 on the aggregate amount payable for

the Offer Shares allocated to such applicants. 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 5 December 2013 at 09:00 hours (Central European Time, “CET”). The offer period for the Institutional Offering (the “Bookbuilding Period”) will commence at 09:00 hours (CET) on 25 November 2013 and close 15:00 hours (CET) on 4 December 2013. The application period for the Retail Offering and the Employee Offering (the “Application Period”) will commence at 09:00 hours (CET) on 25 November 2013 and close 12:00 hours (CET) on 4 December 2013. The Bookbuilding Period and the Application Period may, at the Company’s sole discretion and for any reason, be shortened or extended beyond the set times, but will in no event be shortened to expire prior to 12:00 hours (CET) on 3 December 2013 or extended beyond 15:00 hours (CET) on 11 December 2013. All of the Shares are, and the Offer 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 Offer Shares. The Offer Shares have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority

• f 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 another exemption from the registration requirements under the U.S. Securities Act; and (ii)

• utside the United States in compliance with Regulation S. 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 16 “Selling and transfer restrictions”. Prior to the Offering, the Shares have not been publicly traded. The Company applied for the Shares to be admitted for trading and listing on Oslo Axess on 23 October 2013, and the listing application was approved by the board of directors of the Oslo Stock Exchange on 20 November 2013, subject to certain conditions being met. See Section 15.13 “Conditions for completion of the Offering - Listing and trading of the Offer Shares”. The due date for the payment of the Offer Shares is expected to be on or about 11 December 2013. Delivery of the Offer Shares is expected to take place on or about 11 December 2013, through the facilities of the VPS. Trading in the Shares on Oslo Axess is expected to commence on or about 12 December 2013 under the ticker code “LINK”. If closing of the Offering does not take place on such dates or at all, the Offering may be withdrawn, resulting in all applications for Offer Shares being disregarded, any allocations made being deemed not to have been made and any payments made being annulled. All dealings in Shares prior to settlement and delivery are at the sole risk of the parties concerned. Investing in the Offer Shares involves a high degree of risk. See Section 2 “Risk factors” beginning on page 11. Manager Swedbank First Securities The date of this Prospectus is 22 November 2013

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Link Mobility Group ASA – Prospectus i

IMPORTANT INFORMATION

This Prospectus has been prepared in connection with the initial public offering of new shares in the Company and the contemplated Listing. For definitions of certain other terms used throughout this Prospectus, see Section 18 “Definitions and Glossary”. This 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 (the “EU Prospectus Directive”). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) (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 included in this Prospectus. The approval 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 in, or referred to in, this Prospectus. The Company has engaged Swedbank First Securities as bookrunner and manager (the “Manager”). The information contained herein is current as of 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 by investors of the Offer Shares between the time of approval of this Prospectus by the Norwegian FSA and the Listing, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus, nor the sale of any Offer Share, shall under any circumstances imply 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. No person is authorised to give information or to make any representation concerning the Group or in connection with the Offering or the 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 or the Manager or by any of the affiliates, representatives, advisors or selling agents of any of the foregoing. 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. See Section 16 “Selling and transfer restrictions”. This Prospectus and the terms and conditions of the Offering as set out herein and any sale and purchase of Offer Shares hereunder 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. In making an investment decision, prospective investors 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 or the Manager, 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

• fferee 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. 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

• ther 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 the exemption from the registration requirements of the U.S. Securities Act under Rule 144A. The Offer Shares will 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 16.2.1 “United States”. Any Shares offered or sold in the United States will be subject to certain transfer restrictions as set forth under Section 16.3.1 “United States”. 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 Manager or its 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
• r subscribe for or otherwise acquire any Shares.

SLIDE 5

Link Mobility Group ASA – Prospectus ii

NOTICE TO UNITED KINGDOM INVESTORS This Prospectus is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and

• ther persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as

“Relevant Persons”). The Offer Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. 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 (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 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

• ffer 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)

should only do so in circumstances in which no obligation arises for the Company or the Manager to publish a prospectus or a supplement to a prospectus under the EU Prospectus Directive for such offer. Neither the Company nor the Manager has authorised, nor do they authorise, the making of any offer of Shares through any financial intermediary, other than offers made by the Manager 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, 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 Manager 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 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 Manager 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 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. ENFORCEMENT OF CIVIL LIABILITIES The Company is a public limited liability 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 its 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. 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,

• r 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.

SLIDE 6

Link Mobility Group ASA – Prospectus 1

TABLE OF CONTENTS

1 SUMMARY ....................................................................................................................................... 2 2 RISK FACTORS .............................................................................................................................. 11 3 RESPONSIBILITY FOR THE PROSPECTUS ........................................................................................... 19 4 GENERAL INFORMATION ................................................................................................................. 20 5 REASONS FOR THE OFFERING AND THE LISTING ............................................................................... 23 6 DIVIDENDS AND DIVIDEND POLICY ................................................................................................. 24 7 INDUSTRY AND MARKET OVERVIEW ................................................................................................. 25 8 BUSINESS OF THE GROUP ............................................................................................................... 30 9 CAPITALISATION AND INDEBTEDNESS ............................................................................................. 35 10 SELECTED FINANCIAL AND OTHER INFORMATION .............................................................................. 37 11 BOARD OF DIRECTORS, MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE ............................ 44 12 CORPORATE INFORMATION AND DESCRIPTION OF SHARE CAPITAL ..................................................... 50 13 SECURITIES TRADING IN NORWAY .................................................................................................. 56 14 TAXATION ..................................................................................................................................... 60 15 THE OFFERING .............................................................................................................................. 63 16 SELLING AND TRANSFER RESTRICTIONS .......................................................................................... 74 17 ADDITIONAL INFORMATION ............................................................................................................ 78 18 DEFINITIONS AND GLOSSARY ......................................................................................................... 79

APPENDICES

Appendix A ARTICLES OF ASSOCIATION ................................................................................................ A1 Appendix B FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013 AND THE YEARS ENDED 2012 AND 2011 ...................................................................................................................... B1 Appendix C INTERIM FINANCIAL INFORMATION FOR THE THREE AND NINE MONTHS ENDED 30 SEPTEMBER 2013 AND 2012 ................................................................................................ C1 Appendix D RETAIL APPLICATION FORM ................................................................................................ D1 Appendix E EMPLOYEE APPLICATION FORM ................................................................................................ E1

SLIDE 7

Link Mobility Group ASA – Prospectus 2

1 SUMMARY Summaries are made up of disclosure requirements known as “Elements”. These Elements are numbered in Sections A– E (A.1 – E.7) below. This summary contains all the Elements required to be included in a summary for this type of securities and the 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 Warning This summary should be read as introduction to the Prospectus; any decision to invest in the securities 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 of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated; and 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

• f the Prospectus, key information in order to aid investors when

considering whether to invest in such securities. Section B - Issuer B.1 Legal and commercial name Link Mobility Group ASA. B.2 Domicile and legal form, legislation and country of incorporation The Company is a public limited liability company organised and existing under the laws of Norway pursuant to the Norwegian Public Limited Companies Act. The Company was incorporated in Norway on 19 December 2001. The Company’s organisation number in the Norwegian Register of Business Enterprises is 984 066 910. B.3 Current operations, principal activities and markets The Group is a leading provider of mobile solutions and mobile services in the Nordic and Baltic countries, with 19 years of experience. The Group assists clients communicating with their customers, and has a product

• ffering comprising inter alia mobile payment, mobile marketing, mobile

dialogue, mobile CRM (customer relationship management) and mobile

• applications. The Group’s revenues are transaction fees from SMS

dialogues, mobile payment transactions and license fees from use of the Group’s in-house developed mobile software. The Group handles communication channels such as SMS, MMS, e-mail, fax, voice and web by the use of a single platform. The Group’s services may be used for clean emissions or configured to manage a dialogue and to display answers in real time. The Group has developed an industrial platform as a basis for its service delivery. The platform provides users with a robust and scalable service that can be delivered with minimal maintenance, thereby providing clients with a cost efficient and high performance solution. The Group has more than 400 clients across the Nordic and Baltic region, served from its headquarters in Oslo as well as from its offices in Stockholm, Tallinn and Riga. The Group’s client base includes firms such as KappAhl, Norwegian Air Shuttle, P4, Schibsted, SBS, Eniro, Aller,

SLIDE 8

Link Mobility Group ASA – Prospectus 3

Redcross, Amadeus, Tele2, TeliaSonera, Chess, Folkspel, ICA, OMX Group, Sergel, Strålfors, Teracom and Bring Dialog. The Group has recently signed contracts with new clients such as Amedia, Det Norske Travselskap, Statoil Fuel & Retail, DHL, Boku, Egmont Hjemmet Mortensen, Pro-Elec and Eesti Post. These contracts will start to generate revenue following the third quarter of 2013. As of the date of the Prospectus, the Group had 41 employees. The Group’s business is divided into the following three main business areas: (i) Mobile Dialogue; (ii) Mobile Payment and (iii) Software: (i) The Mobile Dialogue business area includes services such as a mobile media platform, CRM solutions, marketing services, loyalty programs, a multi-channel gateway and notification services. (ii) The Mobile Payment business area includes services such as

• perator billing, credit card billing, pre-paid solutions, tickets and

value codes. (iii) The Software business area includes services such as mobile CMS (content manager system), payment applications, sales applications, HTML5 web/mobile sites and loyalty applications. B.4a Significant recent trends The Group has not experienced any changes or trends outside the ordinary course of business that are significant to the Group between 31 December 2012 and the date of this Prospectus, nor is the Group aware of such changes or trends outside the ordinary course of business that may or are expected to be significant to the Group for the current financial year, other than the overall market situation and trends described elsewhere in this

• Prospectus. Please see Section 7 “Industry and market overview” and

Section 8 “Business of the Group” for more information about significant recent trends in the Group’s business and relevant markets. B.5 Description of the Group The Company is the parent company of the Group, and the operations of the Group are carried through the operating subsidiaries of the Company. The Company owns 100% of (i) Link Mobility AS (incorporated in Norway); (ii) Link Mobility AB (incorporated in Sweden) and (iii) Link Mobility SIA (incorporated in Latvia). B.6 Interests in the Company and voting rights 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 below shows the ownership percentage held by such notifiable shareholders as of 20 November 2013.

Shareholders Number of Shares Percent Rugz AS and Rugz II AS (controlled by Jens Rugseth)......................................... 2,352,546 36.79 Sevencs AS (controlled by Rune Syversen) ....................................................... 778,898 12.18 Futurum Capital AS (controlled by Harald Dahl) and Harald Dahl personally .......... 738,979 11.56 Radix AS ....................................................................................................... 425,039 6.65 Total ........................................................................................................... 4,295,462 67.18

There are no differences in voting rights between the shareholders. 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. B.7 Selected historical key financial information The following selected financial information is derived from the Group’s audited consolidated financial statements as of and for the six month period ended 30 June 2013, with comparable figures as of and for the year ended 31 December 2012, 1 and as of and for the years ended 31

1 Only financial information as of and for the year ended 31 December 2012 has been derived from the Group’s audited consolidated

financial statements as of and for the six month period ended 30 June 2013, with comparable figures as of and for the year ended 31 December 2012.

SLIDE 9

Link Mobility Group ASA – Prospectus 4

December 2012 and 2011 (the Financial Statements), as well as the unaudited interim consolidated financial information as of and for the three and nine month periods ended 30 September 2013 and 2012 (the Interim Financial Statements). The Financial Statements as of and for the six month period ended 30 June 2013, with comparable figures as of and for the year ended 31 December 2012, have been prepared in accordance with IFRS, while the Financial Statements as of and for the years ended 31 December 2012 and 2011 have been prepared in accordance with NGAAP. The Interim Financial Statements, combined with relevant information in the financial review, have been prepared in accordance with IAS 34. The selected financial information presented herein should be read in connection with the Financial Statements and Interim Financial Statements (included in Appendix B and Appendix C to the Prospectus).

As of and for the three months ended 30 September As of and for the nine months ended 30 September As of and for the year ended 31 December (In NOK millions) 2013 (IFRS) (unaudited) 2012 (IFRS) (unaudited) 2013 (IFRS) (unaudited) 2012 (IFRS) (unaudited) 2012 (IFRS) (audited) 2012 (NGAAP) (audited) 2011 (NGAAP) (audited) Operating revenue ................................ 32.2 37.8 99.0 109.6 144.3 249.2 241.3 EBITDA .............................................................. 2.1 4.4 7.7 9.5 14.2 15.7

• 3.8

Operating profit (EBIT) ................................ 0.6 2.9 3.2 5.2 8.4 9.8

• 16.1

Profit/(loss) for the period ................................0.3 1.7 2.0 2.9 12.1 6.6

• 14.5

Consolidated statement of financial position Total non-current assets ................................ 22.5 25.8 22.1 22.7 Total current assets ................................ 49.6 51.4 51.4 46.2 Total assets ................................................................ 72.1 77.2 73.6 68.9 Total equity ................................................................ 32.9 29.6 26.1 7.2 Total current liabilities ................................ 39.2 47.6 47.4 61.7 Total liabilities ................................................................ 39.2 47.6 47.4 61.7 Total equity and liabilities................................ 72.1 77.2 73.6 68.9 Consolidated statement of cash flow Net cash generated from operating activities ................................................................ 6.6 7.9 6.1 0.7 7.9 Net cash used in investing activities ................................

• 0.9
• 0.3
• 0.3
• 1.2
• 21.4

Net cash used in financing activities ................................

• 2.9
• 5.0
• 0.2

6.0 19.5 Foreign exchange effect on cash ................................ 0.7

• 0.1
• Net change in cash and cash

equivalents ................................................................ 3.5 2.7 8.0 5.5 6.0 Cash and cash equivalents at period end ................................................................ 17.1 10.7 13.5 13.5 8.0

B.8 Selected key pro forma financial information Not applicable. There is no pro forma financial information. B.9 Profit forecast or estimate Not applicable. No profit forecast or estimate is made. B.10 Audit report qualifications Not applicable. There are no qualifications in the audit reports. B.11 Insufficient working capital Not applicable. The Company 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 12 months from the date of this Prospectus.

SLIDE 10

Link Mobility Group ASA – Prospectus 5

Section C - Securities C.1 Type and class of securities admitted to trading and identification number The Company has one class of shares in issue, and all shares in that class have equal rights to all such other shares in that class as set out in the Company’s Articles of Association. The Shares are registered with the Norwegian Central Securities Depositary (Nw. VPS), in book-entry form and carry the ISIN NO 0010219702. C.2 Currency of issue The Shares are issued in NOK, and will be quoted and traded in NOK on Oslo Axess. C.3 Number of shares in issue and par value At the date of this Prospectus, the Company’s share capital is NOK 6,394,250 consisting of 6,394,250 Shares with a par value of NOK 1 each. C.4 Rights attaching to the securities The Company has one class of Shares in issue, and in accordance with the Norwegian Public Limited Companies Act, all Shares in that class provide equal rights in the Company. Each of the Company’s Shares carries one

• vote. The rights attaching to the Shares are described in Section 12.9 “The

Articles of Association and certain aspects of Norwegian law”. C.5 Restrictions on transfer The Articles of Association do not provide for any restrictions on the transfer of Shares, or a right of first refusal for the Company. Share transfers are not subject to approval by the Board of Directors. See also Section 16 ”Selling and transfer restrictions”. C.6 Admission to trading On 23 October 2013, the Company applied for admission to trading of its Shares on Oslo Axess. The board of directors of the Oslo Stock Exchange approved the listing application on 20 November 2013, subject to certain conditions being met. See Section 15.13 “Conditions for completion of the Offering - Listing and trading of the Offer Shares”. 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 Company’s dividend policy is to distribute a competitive annual dividend, after having taken into account the financial resources required for future growth and the Company’s distributable reserves. There can be no assurance that in any given year a dividend will be proposed or declared, or if proposed or declared, that the dividend will be as contemplated by the policy. Section D - Risks D.1 Key risks specific to the Company or its industry Risks related to the Group and the industry in which the Group operates (i) The Group may not be able to implement its business strategy successfully or manage its growth effectively. The Group’s ability to achieve its business and financial objectives is subject to a variety

• f factors, many of which are beyond the Group’s control. A

principal focus of the Group’s strategy is to grow, inter alia through new business relationships, which will depend upon a number of factors, including the Group’s ability to: maintain and develop new and existing client relationships, grow the Group’s business successfully, and identify and capitalise on opportunities in the

• market. The Group’s failure to execute its business strategy or to

manage its growth effectively could adversely affect the Group’s business, prospects, financial condition and results of operations. In addition, there can be no guarantee that even if the Group successfully implements the Group’s strategy, it would result in an improvement of the Group’s results of operations. (ii) The market in which the Group competes in is undergoing rapid

SLIDE 11

Link Mobility Group ASA – Prospectus 6

technological change, and the Group’s future success will depend on its ability to meet the changing needs of its clients. The Group’s future success depends on its ability to develop new products, services and technologies that address the increasingly sophisticated and varied needs of prospective clients and respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis. If the Group faces material delays in introducing new products, services and enhancements, the Group may fail to attract new clients and existing users may forego the use of the Group’s products and use those of the Group’s competitors. (iii) The Group may experience operational problems that reduce revenue and increase costs. The Group’s software is technically

• challenging. Operational problems may lead to loss of revenue or

higher than anticipated operating expenses may require additional capital expenditures. Any of these results could adversely affect the Group’s business, financial condition and operating results. (iv) The Group may be unable to attract and retain key management personnel and other employees, which may negatively impact the effectiveness of the Group’s management and results of operations. The demand for personnel with the capabilities and experience required in the industry is high, and success in attracting and retaining such employees is not guaranteed. There is intense competition for skilled personnel and there are, and may continue to be, shortages in the availability of appropriately skilled people at all levels. Shortages of qualified personnel or the Group’s inability to obtain and retain qualified personnel could have a material adverse effect on the Group’s business, results of operations, cash flow and financial condition. (v) As part of the business strategy, the Group continually reviews joint ventures, strategic relationships and acquisition prospects that the Group expects to complement the Group’s existing business. The Group’s growth may be impaired if the Group fails to identify or finance opportunities to expand its operations. At any given time, discussions with one or more potential sellers may be at different

• stages. However, any such discussions may not result in the

consummation of an acquisition transaction, and the Group may not be able to identify or complete any acquisitions or make assurances that any acquisitions the Group makes will perform as expected or that the returns from such acquisitions will support the investment required to acquire or develop them. The Group cannot predict the effect, if any, that any announcement or consummation of an acquisition would have on the trading price of the Shares. If the Group is unsuccessful in integrating any acquisitions in a timely and cost-effective manner, the Group’s results of operations, cash flow and financial condition could be materially adversely affected. (vi) The Group’s business and business strategy are tied to its

• technology. The Group does not have any registered intellectual

property rights and relies on a combination of trade secrets, confidentiality procedures and contractual provisions to protect its intellectual property rights. The Group cannot give assurances that its measures for preserving the secrecy of its trade secrets and confidentiality information are sufficient to prevent others from

• btaining that information. The Group cannot give assurances that

its trade secrets will provide the Group with any competitive advantage, as it may become known to or be independently developed by the Group’s competitors, regardless of the success of

SLIDE 12

Link Mobility Group ASA – Prospectus 7

any measures the Group may take to try to preserve their confidentiality. (vii) The Group faces risks of business interruption and in the course of its business activities, the Group may be subject to adverse events and crises (caused by, for example and without limitation, natural disasters, defective products and/or services and IT infrastructure unavailability). Such internal or external events may materialise unexpectedly, have adverse consequences and significantly affect the Group’s reputation, financial results as well as its ability to meet its objectives. (viii) The Group runs risks of non success when bidding for contracts and execution failures of major contracts. The execution by the Group of complex contracts may require important allocations of resources and incur a high level of liability for the Group. Failure by the Group to accurately assess its chances to be selected within the framework of a bid process may lead to an inadequate allocation of resources and management time and to additional expenditures in costs and time which may affects its financial results as well as its ability to meet its objectives. Risks related to financing and market risk (i) To the extent the Group does not generate sufficient cash from

• perations, the Group may need to raise additional funds through

debt or additional equity financings to execute the Group’s growth strategy and to fund capital expenditures. Adequate sources of capital funding may not be available when needed or may not be available on favourable terms. If the Group raises additional funds by issuing additional shares or other equity or equity-linked securities, it may result in a dilution of the holdings of existing

• shareholders. If funding is insufficient at any time in the future, the

Group may be unable to fund acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could adversely impact the Group’s results of operations, cash flow and financial condition. D.3 Key risks specific to the securities Risks related to the Shares (i) There is no prior market for the Shares, and an active trading market may not develop. The market value of the Shares could be substantially affected by the extent to which a secondary market develops for the Shares following the completion of this Offering. (ii) The price of the Shares may fluctuate significantly, which could cause investors to lose a significant part of their investment. In recent years, the Oslo Stock Exchange and Oslo Axess have experienced wide price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies. Those changes may occur without regard to the

• perating performance of these companies.

(iii) Future issuances of shares or other securities may dilute the holdings of shareholders and could materially affect the price of the

• Shares. It is possible that the Company may in the future decide to
• ffer additional shares or other equity-based securities through

directed offerings without pre-emptive rights for existing holders. Any such additional offering could reduce the proportionate

• wnership and voting interests of holders of Shares, as well as the

earnings per Share and the net asset value per Share.

SLIDE 13

Link Mobility Group ASA – Prospectus 8

Section E - Offer E.1 Net proceeds and estimated expenses The Company will pay to the Manager a fixed fee of NOK 1.2 million if the Company is listed on Oslo Axess, and a management fee of 3% of the gross proceeds for the Offer Shares allocated in the Offering. In addition, the Company will pay an incentive fee of 2% of the gross proceeds for the Offer Shares allocated in the Offering to the extent the Offering is completed based on a market capitalisation of the Company of minimum NOK 100 million prior to the Offering. The transaction costs for the Company related to the Offering is estimated to be NOK 8.6 million (including VAT) based on the assumption that 1,050,000 Offer Shares are applied for and allocated in the Offering at the mid-point of the Indicative Price Range. Based on the same assumption, the net proceeds will be approximately NOK 14.5 million. For a description

• f the use of such proceeds, see Section 5 “Reasons for the Offering and

the Listing”. E.2a Reasons for the Offering and use of proceeds The Company has applied for a listing on Oslo Axess and to carry out the Offering in order to inter alia: (i) provide the Company with further access to equity capital markets and the possibility to ensure financing of further growth and business expansion; (ii) ensure an organised and regulated trading in the Shares; (iii) increase the liquidity in the Shares and thereby enhancing the attractiveness of the Shares; (iv) enhance the visibility of the Company to investors and business partners; and (v) increase industry visibility, market valuation and transactional

• pportunities related to the Shares being listed on Oslo Axess.

The net proceeds from the Offering will be used for general corporate purposes. E.3 Terms and conditions of the Offering The Offering consists of an offer to raise an amount of up to NOK 30 million, by the issuance of up to 1,578,947 Shares, each with a par value

• f NOK 1. The Offer Shares will upon issuance rank pari passu with the

Company’s existing Shares in all respects, and each Share will carry one

• vote. The number of Offer Shares to be issued will depend on the final

amount of the Offering and the final Offer Price per Offer Share. The Offering consists of: (i) An Institutional Offering, in which Offer Shares are being offered (a) to institutional and professional investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from the prospectus requirements, and (c) in the United States to QIBs, as defined in, and in reliance

• n Rule 144A of the U.S. Securities Act. The Institutional

Offering is subject to a lower limit per application of NOK 1,000,000. (ii) A Retail Offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of an amount of NOK 10,500 and an upper limit per application of NOK 999,999 for each investor. Investors who intend to place an order in excess of NOK 999,999 must do so in the Institutional Offering. Applicants in the Retail Offering will receive a discount of NOK 1,500 on the aggregate amount payable for the Offer Shares allocated to such applicants. Multiple applications by one applicant in the Retail Offering will

SLIDE 14

Link Mobility Group ASA – Prospectus 9

be treated as one application with respect to the maximum application limit and the discount. (iii) An Employee Offering in which Offer Shares are being offered to the Eligible Employees, subject to a lower limit per application of an amount of NOK 10,500 and an upper limit per application of an amount of NOK 999,999 for each Eligible Employee. Each Eligible Employee will receive a discount of NOK 1,500 on the aggregate amount payable for the Offer Shares allocated to such employee. Eligible Employees participating in the Employee Offering will receive full allocation for any application up to and including an amount of NOK 100,000. Multiple applications by

• ne applicant in the Employee Offering will be treated as one

application with respect to the maximum application limit and the discount. An applicant applying for Offer Shares both in the Employee Offering and the Retail Offering will only receive the discount in the Employee Offering. All offers and sales outside the United States will be made in compliance with Regulation S. The Offer Price at which the Offer Shares are expected to be sold is expected to be between NOK 19 and NOK 25 per Offer Share. This Offer Price range is indicative only. The Offer Price will be determined through a bookbuilding process and will be set by the Company in consultation with the Manager. The Offer Price, and the number of Offer Shares sold in the Offering, is expected to be announced through a stock exchange notice on

• r before 5 December 2013 at 09:00 hours (CET).

The Bookbuilding Period for the Institutional Offering is expected to take place from 25 November 2013 at 09:00 hours (CET) to 4 December 2013 at 15:00 hours (CET). The Application Period for the Retail Offering and the Employee Offering will take place from 25 November 2013 at 09:00 hours (CET) to 4 December 2013 at 12:00 hours (CET). The Company, in consultation with the Manager, reserves the right to shorten or extend the Bookbuilding Period and/or the Application Period at any time. The Manager expects to issue notifications of allocation of Offer Shares in the Institutional Offering on or about 5 December 2013, by issuing contract notes to the applicants by mail or otherwise. Payment by applicants in the Institutional Offering will take place against delivery of Offer Shares. Delivery and payment for Offer Shares is expected to take place on or about 11 December 2013. For the Retail Offering and Employee Offering, the due date of payment is on or about 11 December

• 2013. 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 11 December 2013. E.4 Material and confliction interests The Manager or its 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. The Manager does not intend to disclose the extent of any

such investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so. The Manager will receive a fee in connection with the Offering and, as such, has an interest in the Offering. See Section 15.16 “Net proceeds and expenses relating to the Offering and the Listing” for information on the fee to the Manager in connection with the Offering and the Listing. Beyond the abovementioned, the Company is not known with any interest

• f natural and legal persons involved in the Offering.

SLIDE 15

Link Mobility Group ASA – Prospectus 10

E.5 Selling shareholders and lock-up agreements Not applicable. E.6 Dilution resulting from the Offering Following completion of the Offering, the immediate dilution for the existing shareholders of the Company is estimated to be 19.80%, based

• n the assumption that 1,578,947 Offer Shares are applied for and

allocated in the Offering. Assuming 1,050,000 Offer Shares are applied for and allocated in the Offering, the immediate dilution is estimated to be 14.10%. E.7 Estimated expenses charged to investor Not applicable. The expenses related to the Offering will be paid by the Company.

SLIDE 16

Link Mobility Group ASA – Prospectus 11

2 RISK FACTORS An investment in the Offer Shares involves inherent risk. Before making an investment decision with respect to the Offer Shares, investors should carefully consider all of the information contained in this Prospectus, and in particular the risks and uncertainties described in this Section 2, which the Company believes are the principal known risks and uncertainties faced by the Group as of the date hereof. An investment in the Offer 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 Offer Shares. If any of the following risks were to materialise, this could have a material adverse effect on the Group and/or its business, results

• f operations, cash flow, financial condition and/or prospects, which may cause a decline in the value and trading price
• f the Offer Shares, resulting in the loss of all or part of an investment in the same.

The order in which the risks are presented does not reflect the likelihood of their occurrence or the magnitude of their potential impact on the Group. The information in this Section 2 is as of the date of this Prospectus. 2.1 Risks relating to the Group and the industry in which the Group operates 2.1.1 The Group may not be able to implement its business strategy successfully or manage its growth effectively The Group’s strategy as described in Section 8.4.6 “Strategy” is: (i) to become the main provider of mobile solutions and mobile services in the market segments in which the Group operates, (ii) to follow the expected annual market growth of approximately 20% and (iii) to increase its current market share. Future growth will depend on the successful implementation of the Group’s business strategy. The Group’s ability to achieve its business and financial

• bjectives is subject to a variety of factors, many of which are beyond the Group’s control. A principal focus of the

Group’s strategy is to grow inter alia through new business relationships, which will depend upon a number of factors, including the Group’s ability to:  maintain or develop new and existing client relationships;  successfully grow the Group’s business;  successfully manage the Group’s liquidity and obtain the necessary financing to fund its growth;  identify and consummate desirable acquisitions, joint ventures or strategic alliances relevant to the Group’s strategy; and  identify and capitalise on opportunities in the market. The Group’s management will review and evaluate the business strategy with the Board of Directors on a regular

• basis. The Group’s failure to execute its business strategy or to manage its growth effectively could adversely affect

the Group’s business, prospects, financial condition and results of operations. In addition, there can be no guarantee that even if the Group successfully implements the Group’s strategy, it would result in an improvement of the Group’s results of operations. Furthermore, the Group may decide to alter or discontinue aspects of the Group’s business strategy and may adopt alternative or additional strategies in response to the Group’s operating environment or competitive situation or factors or events beyond the Group’s control. 2.1.2 The macroeconomic environment may negatively affect the Group’s operational and financial result The activities of the Group are subject to economic, business and social conditions at a global level which may fluctuate due to, without limitation, recession, inflation, higher borrowing rates and higher levels of unemployment. A deteriorating macroeconomic context may lead to a decrease in activity across all of the Group’s business areas, which would have a negative impact on the business of the Group. 2.1.3 The market is highly competitive The Group competes in markets that are competitive, fragmented and rapidly changing. The Group expects to continue to experience increased competition from current and potential competitors, some of which are better established and have significantly greater financial, technical, marketing and distribution resources.

SLIDE 17

Link Mobility Group ASA – Prospectus 12

2.1.4 The markets in which the Group compete in is undergoing rapid technological change, and the Group’s future success will depend on its ability to meet the changing needs of its clients For the Group to survive and grow, the Group must continue to enhance and improve the functionality and features of the Group’s products, services and technology to address the client’s changing needs. If new industry standards and practices emerge, the Group’s existing products, services and technology may become obsolete. The Group’s future success depends on its ability to:  Develop new products, services and technologies that address the increasingly sophisticated and varied needs of prospective clients; and  Respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis. Developing the Group’s products, services and other technologies entails significant technical and business risks and substantial costs. The Group may use the new technologies ineffectively, or it may fail to adapt the Group’s products and services to user requirements or emerging industry standards. Industry standards may not be established, and if they become established, the Group may not be able to conform to these new standards in a timely fashion or maintain a competitive position in the market. If the Group faces material delays in introducing new products, services and enhancements, the Group may fail to attract new clients and existing users may forego the use of the Group’s products and use those of the Group’s competitors. 2.1.5 The Group may experience operational problems that reduce revenue and increase costs The Group’s software is technically challenging. Operational problems may lead to loss of revenue or higher than anticipated operating expenses may require additional capital expenditures. Any of these results could adversely affect the Group’s business, financial condition and operating results. 2.1.6 Changes in laws and regulation may have an adverse effect on the Group’s profitability Operations in international markets are subject to risks inherent in international business activities, including, in particular, fluctuating economic conditions, overlapping and differing tax structures, managing an organisation spread

• ver various jurisdictions, unexpected changes in regulatory requirements and complying with a variety of foreign laws

and regulations. Changes in, or changes in the interpretation of, the legislative, governmental and economic framework governing the activities of the mobile solutions and mobile services industry, could have a material negative impact on the Group’s results of operations and financial condition. 2.1.7 The Group may be unable to attract and retain key management personnel and other employees, which may negatively impact the effectiveness of the Group’s management and results of operations The Group’s success depends to a significant extent upon the abilities and efforts of the Group’s management team and its ability to retain key members of the management team, including recruiting, retaining and developing skilled personnel for its business. The demand for personnel with the capabilities and experience required in the industry is high, and success in attracting and retaining such employees is not guaranteed. There is intense competition for skilled personnel and there are, and may continue to be, shortages in the availability of appropriately skilled people at all

• levels. Shortages of qualified personnel or the Group’s inability to obtain and retain qualified personnel could have a

material adverse effect on the Group’s business, results of operations, cash flow and financial condition. 2.1.8 The Group’s financial condition may be materially adversely affected if the Group fails to successfully integrate assets or businesses acquired from third parties, or is unable to obtain financing for acquisitions

• n acceptable terms

As part of the business strategy, the Group continually reviews joint ventures, strategic relationships and acquisition prospects that the Group expects to complement the Group’s existing business. The Group’s growth may be impaired if the Group fails to identify or finance opportunities to expand its operations. At any given time, discussions with one or more potential sellers may be at different stages. However, any such discussions may not result in the consummation

• f an acquisition transaction, and the Group may not be able to identify or complete any acquisitions or make

assurances that any acquisitions the Group makes will perform as expected or that the returns from such acquisitions will support the investment required to acquire or develop them. The Group cannot predict the effect, if any, that any announcement or consummation of an acquisition would have on the trading price of the Shares. Any future acquisitions could present a number of risks, including:

SLIDE 18

Link Mobility Group ASA – Prospectus 13

 the risk of using management time and resources to pursue acquisitions that are not successfully completed;  the risk of failing to identify material problems during due diligence;  the risk of over-paying;  the risk of failing to arrange financing for an acquisition as may be required or desired;  the risk of incorrect assumptions regarding the future results of acquired operations;  the risk of failing to integrate the operations or management of any acquired operations or assets successfully and timely; and  the risk of diversion of management’s attention from existing operations or other priorities. The Group has some experience in investing in or acquiring complementary companies, products or technologies. The Group may not realise the anticipated benefits of these investments or acquisitions, and these transactions could be detrimental to the Group’s business. If the Group purchases businesses, it could have difficulty assimilating its personnel and operations, or the key personnel of the acquired business may decide not to work for the Group. The Group might have difficulty assimilating acquired technology or products into its operations. These difficulties could disrupt the Group’s ongoing business, distract its management and employees and increase expenses. 2.1.9 The Company is a holding company and is dependent upon cash flow from subsidiaries to meet its

• bligations and in order to pay dividends to its shareholders

The Group currently conducts its operations through the Group’s subsidiaries. As such, the cash that the Group obtains from its subsidiaries is the principal source of funds necessary to meet its obligations. Contractual provisions or laws, including laws or regulations related to the repatriation of foreign earnings, as well as the Group’s subsidiaries’ financial condition, operating requirements, may limit the Group’s ability to obtain cash from subsidiaries that it requires to pay its expenses or meet its current or future debt service obligations or to pay dividends to its shareholders. The inability to transfer cash from the Group’s subsidiaries may mean that, even though the Group may have sufficient resources on a consolidated basis to meet its obligations or to pay dividends to its shareholders, the Group may not be permitted to make the necessary transfers from its subsidiaries to meet such obligations or to pay dividends to its

• shareholders. Likewise, the Group may not be able to make necessary transfers from its subsidiaries in order to

provide funds for the payment of its liabilities or obligations, for which the Group is or may become responsible under the terms of its loan agreements. A payment default by the Group, or any of the Group’s subsidiaries, on any debt instrument would have a material adverse effect on the Group’s business, results of operations, cash flow and financial condition. 2.1.10 Failure to expand internet and mobile infrastructure could limit the Group’s future growth The growth in internet and mobile network traffic has caused frequent periods of network slowdowns and shutdowns, and if internet and mobile network usage continues to grow rapidly, the internet’s and the mobile network’s infrastructure may be unable to support these demands. Its performance and reliability may decline. If performance and reliability declines, it may have a material adverse effect on its business, projects, financial condition and results

• f operations.

2.1.11 The Group is dependent on intellectual property and its methods of protecting its intellectual property may not be adequate The Group’s business and business strategy are tied to its technology. The Group does not have any registered intellectual property rights and relies on a combination of trade secrets, confidentiality procedures and contractual provisions to protect its intellectual property rights. The Group cannot give assurances that its measures for preserving the secrecy of its trade secrets and confidentiality information are sufficient to prevent others from obtaining that information. The Group may not have adequate remedies to preserve the trade secrets or to compensate the Group fully for its loss if its employees breach their confidentiality agreements with the Group. The Group cannot give assurances that its trade secrets will provide the

SLIDE 19

Link Mobility Group ASA – Prospectus 14

Group with any competitive advantage, as it may become known to or be independently developed by the Group’s competitors, regardless of the success of any measures the Group may take to try to preserve their confidentiality. 2.1.12 The Group faces risks of claims for intellectual property infringement Substantial litigation about intellectual property rights exists in the software industry. The Group’s competitors or

• ther persons may already have obtained, or may in the future obtain, patents relating to one or more aspect of the

Group’s technology or products. If the Group is sued for patent infringement, it may be forced to incur substantial costs in defending itself. If litigation were to result in a judgement that the Group infringed a valid and enforceable patent, a court may order the Group to pay substantial damages to the owner of the patent and to stop using any infringing technology or products. This could cause a significant disruption in the Group’s business and force the Group to incur substantial costs to develop and implement alternative, non-infringing technology or products, or to obtain a license from the patent owner. This could also lead the Group’s licences and clients to bring warranty claims against the Group. The Group cannot give assurance that it would be able to develop non-infringing alternatives at a reasonable cost that would be commercially acceptable, or that it would be able to obtain a license from any patent

• wner on commercially acceptable terms, if at all.

2.1.13 The Group may be subject to litigation that could have a material adverse effect on the Group’s business, results of operations, cash flow and financial condition While the Group is currently not involved in any litigation, there can be no assurance that the Group may not become involved in such litigation in the future. The Group cannot predict with certainty the outcome or effect of any claim or

• ther litigation matter. Any future litigation may have a material adverse effect on the Group’s business, results of
• perations, cash flow and financial condition, and have a potential negative outcome. Also, there may be significant

costs associated with bringing or defending such lawsuits, and management’s attention to these matters may divert their attention from the Group’s operations. 2.1.14 The Group faces risks of business interruption In the course of its business activities, the Group may be subject to adverse events and crises (caused by, for example and without limitation, natural disasters, defective products and/or services and IT infrastructure unavailability). Such internal or external events may materialise unexpectedly, have adverse consequences and significantly affect the Group’s reputation, financial results as well as its ability to meet its objectives. 2.1.15 The Group runs risks of non-success when bidding for contracts and execution failures of major contracts The execution by the Group of complex contracts may require important allocations of resources and incur a high level

• f liability for the Group. Failure by the Group to accurately assess its chances to be selected within the framework of a

bid process may lead to an inadequate allocation of resources and management time and to additional expenditures in costs and time. In addition, a poor understanding and/or implementation of the expectations and needs of its clients could lead the Company to a potential failure in the performance of the relevant contracts, which may affects its financial results as well as its ability to meet its objectives. 2.1.16 Damage to the Group’s reputation and business relationships may have an adverse effect beyond any monetary liability The Group’s business depends on client goodwill, the Group’s reputation and on maintaining good relationships with its clients, partners, suppliers and employees. Any circumstances that publicly damage the Group’s goodwill, injure the Group’s reputation or damage the Group’s business relationships may lead to a broader adverse effect and prospects than solely the monetary liability arising directly from the damaging events by way of loss of business, goodwill, clients, partners and employees. 2.2 Risks related to financing and market risk 2.2.1 In order to execute the Group’s growth strategy, the Group may require additional capital in the future, which may not be available To the extent the Group does not generate sufficient cash from operations, the Group may need to raise additional funds through debt or additional equity financings to execute the Group’s growth strategy and to fund capital

• expenditures. Adequate sources of capital funding may not be available when needed or may not be available on

favourable terms. The Group’s ability to obtain such additional capital or financing will depend in part upon prevailing market conditions as well as conditions of its business and its operating results, and those factors may affect its efforts to arrange additional financing on satisfactory terms. If the Group raises additional funds by issuing additional shares

• r other equity or equity-linked securities, it may result in a dilution of the holdings of existing shareholders. If funding

is insufficient at any time in the future, the Group may be unable to fund acquisitions, take advantage of business

SLIDE 20

Link Mobility Group ASA – Prospectus 15

• pportunities or respond to competitive pressures, any of which could adversely impact the Group’s results of
• perations, cash flow and financial condition.

2.2.2 Debt levels could limit the Group’s flexibility to obtain additional financing and pursue other business

• pportunities

The Group may incur additional indebtedness in the future. This level of debt could have important consequences to the Group, including the following:

• the Group’s ability to obtain additional financing for working capital, capital expenditures, acquisitions or other

purposes may be impaired or such financing may be unavailable on favourable terms;

• the Group’s costs of borrowing could increase as it becomes more leveraged;
• the Group may need to use a substantial portion of its cash from operations to make principal and interest

payments on its debt, reducing the funds that would otherwise be available for operations, future business

• pportunities and dividends to its shareholders;
• the Group’s debt level could make it more vulnerable than its competitors with less debt to competitive

pressures, a downturn in its business or the economy generally; and

• the Group’s debt level may limit its flexibility in responding to changing business and economic conditions.

The Group’s ability to service its debt will depend upon, among other things, its future financial and operating performance, which will be affected by prevailing economic conditions as well as financial, business, regulatory and

• ther factors, some of which are beyond its control. If the Group’s operating income is not sufficient to service its

current or future indebtedness, the Group will be forced to take action such as reducing or delaying its business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing its debt or seeking additional equity capital. The Group may not be able to affect any of these remedies on satisfactory terms, or at all. 2.2.3 Interest rate fluctuations could affect the Group’s cash flow and financial condition The Group is exposed to interest rate risk primarily in relation to its current and future interest bearing debt issued at floating interest rates. Consequently, movements in interest rates could have material adverse effects on the Group’s cash flow and financial condition. 2.2.4 The Group may encounter financial reporting risks As part of its responsibility to prevent and detect errors and fraud affecting its financial statements, the Group’s management has set up specific accounting and reporting procedures in relation to, amongst other things, revenue recognition process, taxation and other complex accounting issues. Any failure to prevent and detects errors and fraud within the implementation of such procedures may affect its reputation, business, financial results as well as its ability to meet its objectives. 2.3 Risks relating to the Shares 2.3.1 There is no prior market for the Shares, and an active trading market may not develop Prior to the Listing, there was no public market for the Shares, and there can be no assurances that an active trading market will develop, or be sustained or that the Offer Shares will be capable of being resold at or above the Offer

• Price. The market value of the Shares could be substantially affected by the extent to which a secondary market

develops for the Shares following the completion of this Offering. 2.3.2 The Group will incur costs as a result of being a publicly traded company As a publicly traded company with its Shares listed on Oslo Axess, the Group will be required to comply with the Oslo Stock Exchange’s reporting and disclosure requirements and with corporate governance. The Group will incur additional legal, accounting and other expenses to comply with these and other applicable rules and regulations. The Group 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, shareholders’ meetings, investor relations, incremental director and officer liability insurance costs and officer and director compensation.

SLIDE 21

Link Mobility Group ASA – Prospectus 16

2.3.3 The price of the Shares may fluctuate significantly, which could cause investors to lose a significant part of their investment The trading price of the Shares could fluctuate significantly in response to a number of factors beyond the Group’s control, including quarterly variations in operating results, adverse business developments, changes in financial estimates and investment recommendations or ratings by securities analysts, announcements by the Group or its competitors of new product and service offerings, significant contracts, acquisitions or strategic relationships, publicity about the Group, its products and services or its competitors, lawsuits against the Group, unforeseen liabilities, changes in management, changes to the regulatory environment in which it operates or general market conditions. In recent years, the Oslo Stock Exchange and Oslo Axess have experienced wide price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies. Those changes may

• ccur without regard to the operating performance of these companies.

2.3.4 The Company’s ability to pay dividends is dependent on the availability of distributable reserves Norwegian law provides that any declaration of dividends must be adopted by the shareholders at the Company’s general meeting of shareholders (the “General Meeting”). Dividends may only be declared to the extent that the Company has distributable funds and the Company’s Board of Directors finds such a declaration to be prudent in consideration of the size, nature, scope and risks associated with the Company’s operations and the need to strengthen its liquidity and financial position. As the Company’s ability to pay dividends is dependent on the availability

• f distributable reserves, it is, among other things, dependent upon receipt of dividends and other distributions of

value from its subsidiaries and companies in which the Company may invest. 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. 2.3.5 Future sales, or the possibility for future sales, including by existing shareholders, of substantial number of shares may affect the Shares’ market price The market price of the Shares could decline as a result of sales of a large number of Shares in the market after the Offering or the perception that these sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for the Company to sell equity securities in the future at a time and at a price that it deems appropriate. The Company cannot predict what effect, if any, future sales of the Shares, or the availability of Shares for future sales, will have on their market price. Sales of substantial amounts of the Shares in the public market following the Offering, or the perception that such sales could occur, may 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 in the future at a time and price that they deem appropriate. 2.3.6 Future issuances of Shares or other securities may dilute the holdings of shareholders and could materially affect the price of the Shares It is possible that the Company may in the future decide to offer additional Shares or other equity-based securities through directed offerings without pre-emptive rights for existing holders. Any such additional offering could reduce the proportionate ownership and voting interests of holders of Shares, as well as the earnings per Share and the net asset value per Share. 2.3.7 Pre-emptive rights to secure and pay for Shares in any additional issuance may not be available to U.S. or

• ther shareholders

Under Norwegian law, unless otherwise resolved at a general meeting, existing shareholders have pre-emptive rights to participate on the basis of their existing share ownership in the issuance of any new shares for cash consideration. Shareholders in the United States, however, may 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 may be similarly affected if the rights and the new shares being offered have not been registered with, or approved by, the relevant authorities in such jurisdiction. 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 outside Norway in respect of any such rights and shares and doing so in the future may be impractical and

SLIDE 22

Link Mobility Group ASA – Prospectus 17

• 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 Company will be reduced. 2.3.8 Investors may not be able 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) may not be able to vote for such Shares unless their ownership is re-registered in their names with the VPS prior to the general meetings. The Company can provide no assurances that beneficial owners of the Shares will receive the notice of a general meeting in time to instruct their nominees to either effect a re-registration of their Shares or otherwise vote for their Shares in the manner desired by such beneficial owners. 2.3.9 The Company may be unwilling or unable to pay any dividends in the future Pursuant to the Company’s dividend policy, dividends are only expected to be paid if certain conditions described in Section 6.1 “Dividend policy” are fulfilled. In addition, the Company may choose not, or may be unable, to pay dividends in future years. The amount of dividends paid by the Company, if any, for a given financial period, will depend on, among other things, the Company’s future operating results, cash flows, financial position, capital requirements, the sufficiency of its distributable reserves, the ability of the Company’s subsidiaries to pay dividends to the Company, credit terms, general economic conditions, legal restrictions (as set out in Section 6.2 “Legal constraints

• n the distribution of dividends”) and other factors that the Company may deem to be significant from time to time.

2.3.10 The limited free float of the Shares may have a negative impact on the liquidity of and market price for the Shares. After completion of the Offering, assuming that 1,050,000 Offer Shares are applied for and allocated in the Offering, approximately 85.90% of the Company’s issued and outstanding share capital is expected to be held by the existing shareholders (see Section 12.5 “Ownership structure”). The limited free float may have a negative impact on the liquidity of the Shares and result in a low trading volume of the Shares, which could have an adverse effect on the then prevailing market price for the Shares and could result in increased volatility of the market price for the Shares. 2.3.11 Investors may 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. All of the members of its Board of Directors and of the Company’s corporate 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. 2.3.12 Norwegian law may 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 instance, 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 may be difficult to prevail in a claim against the Company under, or to enforce liabilities predicated upon, securities laws in other jurisdictions. 2.3.13 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 of Norway and are not expected to be registered in the future. As such, the Shares may not be

• ffered or sold except pursuant to an exemption from the registration requirements of the Securities Act and

applicable securities laws. See Section 16 “Selling and transfer restrictions”. In addition, there can be no assurances that shareholders residing or domiciled in the United States will be able to participate in future capital increases or rights offerings. 2.3.14 Shareholders outside of Norway are subject to exchange rate risk The Shares are priced in NOK, and any future payments of dividends on the Shares will be denominated in NOK. Accordingly, investors outside Norway are subject to adverse movements in the NOK against their local currency, as the foreign currency equivalent of any dividends paid on the Shares or of the price received in connection with any sale of the Shares could be materially adversely affected.

SLIDE 23

Link Mobility Group ASA – Prospectus 18

2.3.15 Market interest rates may influence the price of the Shares One of the factors that may influence the price of the Shares is its annual dividend yield as compared to yields on

• ther financial instruments. 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.

SLIDE 24

Link Mobility Group ASA – Prospectus 19

3 RESPONSIBILITY FOR THE PROSPECTUS This Prospectus has been prepared in connection with the Offering described herein and the Listing of the Shares on Oslo Axess. The Board of Directors of Link Mobility Group 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 omission likely to affect its import. 22 November 2013 The Board of Directors of Link Mobility Group ASA Jens Rugseth Chairman Guro Røed Board member Siw Ødegaard Board member Rune Syversen Board member Torkjell Johan Nilsen Board member Tove Fredh Giske Board member

SLIDE 25

Link Mobility Group ASA – Prospectus 20

4 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 Manager 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 Manager assumes 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 it might otherwise be found to have in respect of this Prospectus or any such statement. Neither the Company nor the Manager, 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 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” beginning on page 11. In connection with the Offering, the Manager and any of its 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 Manager or any of their respective affiliates acting in such capacity. The Manager does 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 4.2.1 Financial information The Group’s audited consolidated financial statements as of and for the six month period ended 30 June 2013, with comparable figures as of and for the year ended 31 December 2012, have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”), while the Group’s consolidated financial statements as of and for the year ended 31 December 2012 and 2011 have been prepared in accordance with Norwegian General Accepted Accounting Principles (“NGAAP”) (collectively referred to as the “Financial Statements”). The Group’s unaudited interim financial statements as of and for the three and nine month periods ended 30 September 2013 and 2012 (the “Interim Financial Statements”), have been prepared in accordance with International Accounting Standard (“IAS”) 34. The Financial Statements and Interim Financial Statements are attached hereto as Appendix B and Appendix C, respectively. The Financial Statements for the six month period ended 30 June 2013 and the years ended 2012 and 2011 have been audited by BDO AS, as set forth in their report thereon included herein. The Interim Financial Statements have not been audited. The Financial Statements and the Interim Financial Statements is together referred to as the “Financial Information”. The Financial Statements as of and for the six month period ended 30 June 2013 is not comparable with the Group’s consolidated financial statements as of and for the year ended 31 December 2012. The Financial Statements as of and for the six month period ended 30 June 2013 are the first financial statements of the Group prepared in accordance with IFRS, and have been prepared to provide financial information using the same principles, format and detail that will be applied in future financial statements to be prepared by the Group. Please refer to note 26 of the Financial Statements for the six month period ended 30 June 2013 for a reconciliation of IFRS to NGAAP. Potential investors should consult their own professional advisers for an understanding of the differences between IFRS and NGAAP, and how these differences might affect the Financial Information herein. 4.2.2 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

• therwise 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

SLIDE 26

Link Mobility Group ASA – Prospectus 21

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. Although the industry and market data is inherently imprecise, 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. 4.2.3 Other information In this Prospectus, all references to “NOK” are to the lawful currency of Norway and all references to “USD” or “U.S. Dollar” are to the lawful currency of the United States. No representation is made that the NOK or USD amounts referred to herein could have been or could be converted into NOK or USD, as the case may be, at any particular rate,

• r at all. The Financial Information is published in NOK.

4.2.4 Rounding 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. 4.3 Cautionary note regarding forward-looking statements This Prospectus includes forward-looking statements that reflect the Group’s current intentions, beliefs or current expectations concerning, among other things, financial position, operating results, liquidity, prospects, growth, strategies and the industries and markets in which the Group operates. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “anticipates”, “assumes”, “believes”, “can”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “might”, “plans”, “projects”, “should”, “will”, “would” or, in each case, their negative, or other variations or comparable terminology. Forward-looking statements as a general matter are all statements other than statements as to historic facts or present facts or circumstances. They appear in a number of places throughout this Prospectus, and include, among other things, statements relating to the Group’s strategy, outlook and growth prospects and the ability of the Group to implement its strategic initiatives, the Group’s financial condition, the Group’s working capital, cash flows and capital investments; the Group’s dividend policy, the impact of regulation on the Group, general economic trends and trends in the Group’s industries and markets and the competitive environment in which the Group operates. Prospective investors in the Shares are cautioned that forward-looking statements are not guarantees of future performance and that the Group’s actual financial position, operating results and liquidity, and the development of the industries and markets in which the Group operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Prospectus. The Group can provide no assurances that the intentions, beliefs or current expectations upon which its forward-looking statements are based will occur.

SLIDE 27

Link Mobility Group ASA – Prospectus 22

Although the Group believes that the expectations implied by these forward-looking statements are reasonable, the Group can give no assurances that the outcomes contemplated will materialise or prove to be correct. By their nature, forward-looking statements involve and are subject to known and unknown risks, uncertainties and assumptions as they relate to events and depend on circumstances that may or may not occur in the future. Because of these known and unknown risks, uncertainties and assumptions, outcomes may differ materially from those set out in any forward- looking statement. Important factors that could cause those differences include, but are not limited to:  implementation of its strategy and its ability to further expand its business and growth;  technology changes and new products and services introduced into the Group’s market and industry;  ability to develop new products and enhance existing products;  the competitive nature of the business the Group operates in and the competitive pressure and changes to the competitive environment in general;  loss of important clients;  earnings, cash flow, dividends and other expected financial results and conditions;  fluctuations of exchange and interest rates;  changes in general economic and industry conditions;  political and governmental and social changes;  changes in the legal and regulatory environment;  environmental liabilities;  changes in consumer trends;  access to funding; and  legal proceedings. Additional factors that could cause the Group’s actual results, performance or achievements to differ materially include, but are not limited to, those discussed under Section 2 “Risk factors”. Prospective investors in the Offer Shares are urged to read all sections of this Prospectus and, in particular, Section 2 “Risk factors” for a more complete discussion of the factors that could affect the Group’s future performance and the industry in which the Group operates when considering an investment in the Company. These forward-looking statements speak only as of the date of this Prospectus. Save as required by Section 7-15 of the Norwegian Securities Trading Act or by other applicable law, the Company expressly disclaims any obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events

• r otherwise. All subsequent written and oral forward-looking statements attributable to the Group or to persons

acting on the Group’s behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Prospectus. Accordingly, prospective investors are urged not to place undue reliance

• n any of the forward-looking statements herein.

SLIDE 28

Link Mobility Group ASA – Prospectus 23

5 REASONS FOR THE OFFERING AND THE LISTING The Listing is an important factor in the Group’s business strategy. The Offering is closely related to the Listing due to the fact that the Offering is expected to facilitate compliance with the requirements for listing of the Shares on Oslo

• Axess. See Section 16.15 “Conditions for completion of the Offering – Listing and trading of the Offer Shares”. The

Company has applied for a listing on Oslo Axess and to carry out the Offering in order to inter alia: (i) provide the Company with further access to equity capital markets and the possibility to ensure financing of further growth and business expansion; (ii) ensure an organised and regulated trading in the Shares; (iii) increase the liquidity in the Shares and thereby enhancing the attractiveness of the Shares; (iv) enhance the visibility of the Company to investors and business partners; and (v) increase industry visibility, market valuation and transactional opportunities related to the Shares being listed on Oslo Axess. The net proceeds from the Offering will be used for general corporate purposes.

SLIDE 29

Link Mobility Group ASA – Prospectus 24

6 DIVIDENDS AND DIVIDEND POLICY 6.1 Dividend policy In deciding whether to propose a dividend and in determining the dividend amount, the Board of Directors will take into account legal restrictions, as set out in the Norwegian Public Limited Liability Companies Act of 13 June 1997 No 45 (the “Norwegian Public Limited Companies Act”) (see Section 6.2 “Legal constraints on the distribution of dividends”), the Company’s capital requirements, including capital expenditure requirements, its financial condition, general business conditions and any restrictions that its contractual arrangements in place at the time of the dividend may place on its ability to pay dividends and the maintaining of appropriate financial flexibility. Except in certain specific and limited circumstances set out in the Norwegian Public Limited Companies Act, the amount of dividends paid may not exceed the amount recommended by the Board of Directors. The Company’s dividend policy is to distribute a competitive annual dividend, after having taken into account the financial resources required for future growth and the Company’s distributable reserves. There can be no assurance that in any given year a dividend will be proposed or declared, or if proposed or declared, that the dividend will be as contemplated by the policy. The Company has not paid any dividends for the years ended 31 December 2012 or 2011. 6.2 Legal constraints on the distribution of dividends Dividends may be paid in cash or in some instances in kind. The Norwegian Public Limited Companies Act provides the following constraints on the distribution of dividends applicable to the Company:  Section 8-1 of the Norwegian Public Limited Liability Companies Act provides that the Company may distribute dividend to the extent that the Company’s net assets following the distribution covers (i) the share capital, (ii) the reserve for valuation variances and (iii) the reserve for unrealised gains. The total nominal value of treasury shares which the Company has acquired for ownership or as security prior to the balance sheet date, as well as credit and security which, pursuant to Section 8–7 to Section 8-10 of the Norwegian Public Limited Liability 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

• f the date of the resolution to distribute dividend 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 dividend on the basis of the Company’s annual accounts. Dividend 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.  Divided can only be distributed to the extent that the Company’s equity and liquidity following the distribution is considered sound. The Norwegian Public Limited Companies Act does not provide for any time limit after which entitlement to dividends

• lapses. Subject to various exceptions, Norwegian law provides a limitation period of three years from the date on

which an obligation is due. There are no 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 14 “Taxation”. 6.3 Manner of dividend payment Any dividend will be paid to the shareholders through the VPS. Investors registered in the VPS whose address is

• utside Norway and who have not supplied the VPS with details of any NOK account, will however receive dividends by

check 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 check in a local currency, a check will be issued in U.S. dollars. The issuing and mailing of checks will be executed in accordance with the standard procedures of DNB Bank ASA, Foreign Payments Department. The exchange rate(s) that is applied will be DNB Bank ASA's exchange rate on the date and time of day for execution of the exchange for the issuance of cheque. Dividends will be credited automatically to the VPS registered shareholders’ NOK accounts, or in lieu of such registered NOK account, by check, without the need for shareholders to present documentation proving their ownership of the Shares.

SLIDE 30

Link Mobility Group ASA – Prospectus 25

7 INDUSTRY AND MARKET OVERVIEW 7.1 Introduction The Group is a leading provider of mobile solutions in the Nordic region. The Company operates primarily within the three following mobile solutions segments: (i) payment services; (ii) dialogue services; and (iii) software. Mobile payment services are payment services carried out from a mobile device and come in many varieties. The end- customer can charge their credit card directly through their mobile phones, alternatively they can make a purchase and later receive the invoice. It is also possible to pay through instant messaging or SMS, in which purchases are directly charged to their mobile phone accounts. In this case no additional payment information is necessary since the

• perator already has an invoicing system for the user. The payment solution where the end-customer pays individually

is as secure as other payment methods. The advantages of paying through a mobile phone are evident; it is simple, quick and secure. Payment services accounted for approximately 43% of the Group’s revenues in the six month period ended 30 June 2013. Dialogue services focuses on communication between a company and its customers, whether it is bulk sendings or

• ne-to-one dialogue. This segment includes communication through texts, emails, voice and messages on apps or

social media platforms. Mobile marketing is also part of this segment. 46% of the Group’s revenues were generated from mobile dialogue in the six month period ended 30 June 2013. The software segment involves developing and maintaining mobile software such as applications for smart phones and tablets, web pages and portals. A mobile application (app) is a software application designed to run on smart phones, tablet computers and other mobile devices. The software segment accounts for a relative small component of the Group’s revenues (approximately 8% in the six month period ended 30 June 2013). Nonetheless it is an important segment as it often leads to additional sales of payment- and dialogue services. The Group mainly operates in Norway and Sweden. Consequently, this industry and market overview focuses on these markets. 7.2 Outlook in the Nordic market for mobile services The following tables illustrate the number of mobile subscribers in Norway and Sweden:

Number of mobile subscribers in Norway Number of mobile subscribers in Sweden Source: Det norske ekommarkedet 2012 (Norwegian Post and Telecommunications Authority) Source: Telecommunications 2012 (Sveriges officiella statistik)

Mobile solutions are dependent on the use of mobile devices. General trends in the mobile phone and tablet markets are therefore good indicators of future development in the market for mobile solutions. Strong growth in the use of mobile phones experienced in recent years suggests future growth in mobile services. 1,000 2,000 3,000 4,000 5,000 6,000 7,000 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 In thousands 2,000 4,000 6,000 8,000 10,000 12,000 14,000 16,000 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 In thousands

SLIDE 31

Link Mobility Group ASA – Prospectus 26

The number of mobile phones has increased considerably over the last ten years, and the number of subscriptions has grown steadily in both Norway and Sweden. The number of mobile subscriptions has doubled in both markets since 2000, and 97% of the Swedish population2 used either a mobile phone or a smart phone in the first quarter of 2012. The fact that the areas of application of mobile phones have increased, and thereby the amount of time spent using them, is more important than the fact that nearly everybody owns a mobile phone. This is most evident in the recent rapid increase of data traffic through ordinary mobile subscriptions, primarily fuelled by a rapidly rising smart phone market shares and an expanding mobile app market. From 2007 to 2012, the data traffic through ordinary mobile subscriptions in Norway grew exponentially and rose by 2,200% from 2009 to 20123. The share of smart phones

• wned by Norwegians nearly doubled from 46% in Q1 2011 to 78% in Q1 20134.

Companies must be present in the sectors where their customers are. The mobile phone has become more than a communication tool for a large part of the population. It is utilised to browse the web, listen to music, watch TV, interact with others through social media, play games, etc. As the mobile phone has become an integrated part of daily life for many of its users, its effectiveness as both a communication tool and sales portal has increased. Presence

• f companies on these devices is therefore essential, and may offer opportunities no other distribution/communication

channel can provide. By communicating through mobile devices, companies can be certain that their messages will reach their customers. In addition, mobile dialogue is practical as it employs a channel customers are familiar with and use every day. Mobile marketing is one of the most measurable marketing channels, and can provide companies with valuable insight in the form of detailed analysis of customer behaviour. Through the use of mobile services, companies can monitor how customers respond and interact with their product, which provides useful feedback. A few years back, it was not common for companies to have a mobile strategy. This has changed drastically, and many companies now have mobile apps, payment services, SMS dialogue and web pages customised for mobile access. However, far from all companies have developed such strategies and the market is set to grow further as more companies will be in need of mobile solutions. 7.2.1 Payment services Mobile payment services is a fast growing segment, and payment networks are looking to leverage mobile devices as a growing distribution channel5. The Bloomberg Mobile Payments Team expects payments through the internet to remain the prevalent form of mobile payment in developed economies, such as Norway and Sweden due to high smart phone

• penetration. According to Bloomberg, Gartner expects Web/WAP to account for 80% of mobile payments in Western

2 Privatpersoners änvendning av datorer och internet 2012, http://www.scb.se/statistik/_publikationer/LE0108_2012A01_BR_IT01BR1301.pdf.

3 Det norske ekommarkedet 2012 (Norwegian Post and Telecommunications Authority) 4 Medianorge and TNS Gallup - http://www.medienorge.uib.no/?cat=statistikk&medium=it&aspekt=tilgang og bruk&queryID=379 5 Mobile Payments, Global – Bloomberg Industries Mobile Payment Team

Data traffic through ordinary mobile subscriptions in Norway Source: Det norske ekommarkedet 2012 (Norwegian Post and Telecommunications Authority)

5 10 15 20 25 30 35 40 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000 10,000 2007 2008 2009 2010 2011 2012 In percent 1000 Gbyte % use of internet through mobile

• n an average day

SLIDE 32

Link Mobility Group ASA – Prospectus 27

Europe by 2016, while payment through SMS will remain the main form of mobile payment in developing markets6. Further, Bloomberg expect mobile payments to primarily extend e-commerce in developed economies. However, Bloomberg also predicts some technologies to aim at increasing in-store usage of mobile payment services. Gartner forecasts that the global mobile payments market will grow from USD 171 billion in 2012 to USD 617 billion in 2016, which corresponds to an annual growth of 42%7. Furthermore, the forecast estimates 448 million users in 2016, while the number of users in 2012 was 212 million. This suggests that there will be opportunity for swift expansion within this segment, both in the global market and in the Nordic region. The growth in the mobile payments segment is already high in the Nordic region, and is expected to grow annually more than 20% in the coming years. Companies that use smart phones and tablets as distribution channels are in need of simple, quick and secure mobile payment services. This relates mainly to companies operating within media,

• nline gaming and e-commerce markets. Charitable organisations also contribute to growth, as mobile payment has

become the major channel for donations. 7.2.2 Dialogue services Today, most of the mobile dialogue services are conducted through the sending of SMS. Telenor expect the annual growth of SMS sent from businesses to consumers to be approximately 20% going forward, although the total number

• f SMS sent flattens out due to falling SMS consumer to consumer. However, there is an emerging trend that mobile

dialogue uses social media, apps and other portals as well as SMS. App pushes and messages on social networking sites, such as Facebook, are cheaper than SMS. Both the companies that use and those who provide mobile dialogue services may gain on this shift.

Outgoing SMS/MMS in Norway Outgoing SMS/MMS in Sweden Source: Det norske ekommarkedet 2012 (Norwegian Post and Telecommunications Authority) Source: Telecommunications 2012 (Sveriges officiella statistik)

The percentage of the Norwegian population that used social networking sites during an average week doubled from 25% in 2007 to 51% in 20118. As a result of social media and mobile apps becoming widespread and the share of smart phones increasing, messaging through other channels than SMS have the potential to reach the same amount of end-customers as traditional SMS sendings. 7.2.3 Software The software segment is primarily driven by the end-customers use of smart phones and tablets. Demand for apps and web solutions have grown substantially with the introduction and proliferation of these devices. This is illustrated by the number of apps available on Apple’s App Store. The App Store opened in July 2008 and in five years the number of

6 Mobile Payments, Global – Bloomberg Industries Mobile Payment Team 7 Mobile Payments, Global – Bloomberg Industries Mobile Payment Team

8 Norsk mediebarometer - http://ssb.no/kultur-og-fritid/statistikker/medie - http://ssb.no/kultur-og-fritid/statistikker/medie

60 70 80 90 100 110 120 130 140 3,000 3,500 4,000 4,500 5,000 5,500 6,000 6,500 7,000 2004 2005 2006 2007 2008 2009 2010 2011 2012 In millions In millions Outgoing SMS Outgoing MMS 50 100 150 200 250 300 2000 4000 6000 8000 10000 12000 14000 16000 18000 20000 2004 2005 2006 2007 2008 2009 2010 2011 2012 In millions In millions Outgoing SMS Outgoing MMS

SLIDE 33

Link Mobility Group ASA – Prospectus 28

available apps for iPhone has grown from 500 9 to above 800,000 10. In January 2013 App Store customers had downloaded more than 40 billion apps. This trend of rapid expansion is also evident in the Norwegian market. The market share of smart phones in Norway doubled from Q1 2011 to Q1 2013, and in the same time period the access to tablets in Norway grew by 400%. Apps are a practical and easy way for companies to interact with consumers. Companies can communicate through apps, advertise and sell products to consumers regardless of their location as long as they have access to the internet. Purchases through apps are quick and easy; all it takes is a little click. The importance of apps can be compared to the importance of web pages, and it is probable that nearly all companies will have some form of a mobile app going

• forward. This will lead to high growth in the market for development of mobile software, apps and portals. Mobile

payment and dialogue services can also be carried out through such portals, and growth in company apps will likely contribute to growth in these segments as well. 7.3 Competitive overview Most of the revenues in the mobile services market originate from messaging and payment fees for mobile payments and dialogue services. The worldwide mobile dialogue segment had revenues of USD 218.1 billion in 201212, while the total revenues in the global mobile payment segment were USD 171 billion. Revenues in the Norwegian mobile payment segment were NOK 1.3 billion in the same period. The sale of software like mobile apps, portals and other technical solutions provide revenues through license fees. However, price pressure in this segment is widespread as pure software companies operate at lower costs than companies that also provide mobile dialogue and payment services. The software segment is nevertheless important as the sale of software help providers win contracts for mobile payment and dialogue services. The industry players that provide software and concept for mobile solution platforms are likely to also deliver mobile payment and dialogue services. Mobile solution companies have been known to provide customers with software at a loss in order to win attractive contracts for mobile dialogue and payments services in the future. The profit a company attains from transactions and payments outweigh the cost of developing software for the customer. The Group has a large variety of competitors. Some compete against the Group across all three mobile services, while

• thers are only present in one segment. A few players compete in one mobile service, and are at the same time

suppliers or even customers of the Group in other segments.

9 http://www.apple.com/pr/library/2008/07/10iPhone-3G-on-Sale-Tomorrow.html 10 http://www.apple.com/pr/library/2013/01/28Apple-Updates-iOS-to-6-1.html 11 http://medienorge.uib.no/?cat=statistikk&medium=it&aspekt=tilgangbruk&queryID=379 and

http://medienorge.uib.no/?cat=statistikk&medium=it&aspekt=tilgangbruk&queryID=378

12 Mobile Messaging Futures 2013-2017 - Portio research

Penetration of smart phones and tablets in Norway Source: Medianorge and TNS Gallup11

10 20 30 40 50 60 70 80 90 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2010 2011 2012 2013 In percent Share with access to tablets Share with smart phones

SLIDE 34

Link Mobility Group ASA – Prospectus 29

Overview over some players in different mobile solution segments e Within the mobile dialogue services segment one finds companies that only offer SMS bulk services. Barriers of entry to this market are low as it requires relatively little experience and competence to send bulk SMS, and switching costs for companies that exclusively use these services are low. Prices in pure bulk SMS pushing are therefore rather pressed. Players within the software segment offer technical solutions and concepts to companies that intend to use mobile

• solutions. Some of the competitors in this segment are IT consultants, like ATEA, or companies that primarily develop

software, like Apphuset. Software companies are characterised by more extensive competence and experience with developing software than the companies which operate in all segments. Some software companies use low cost labour which, combined with higher competence, enable them to provide technical solutions cheaper than companies that also focus on mobile payments and mobile dialogue. Although there are many players in the different segments, the leading Nordic mobile solutions providers are those who compete across all mobile services. Being able to provide all three services to a customer is essential as it is easier for the customer to deal with only one provider and there is no need to integrate different systems. The main players in the Nordic market that are present in all three segments are Sendega, Eurobate, Unwire, Netsize, Intelecom, PS WinCom and the Group. The ideal customer for mobile service providers is large companies with a high number of end-customers since they require large volumes of messages and payments, which are the main revenue sources in the industry. It is crucial to provide a platform that successfully and seamlessly integrate all mobile solutions to win the competition for the ideal

• customer. The ideal customer prefers experienced players that can show to a history of stable performance when

choosing the mobile solution provider. Thus, the most profitable customers are using the leading providers, such as the Group, and the smaller companies are losing money as their customers are less profitable. In addition, smaller companies are at a disadvantage given that some suppliers differentiate on price and offer lower prices at higher volumes. The barriers of entry into the industry depend on which segment a company aims to operate in. It is far easier to establish a company that sends SMS bulks compared to setting up a company that provides a platform integrating all three types of services. Existing companies have built up competence and experience over the past 15 – 20 years, and it is difficult for new entrants to develop the same competencies, although they might be able to hire personnel with experience from the industry. A functional platform that successfully integrates all services is also required. Existing companies have technical solutions that have been developed, tested and improved over many years. It might be possible to imitate existing platforms used by current players to some extent; however the likelihood of start-up problems might deter customers. Economies of scale acts as a barrier of entry as it enables large providers of mobile solutions to offer mobile services at lower costs and the most profitable customers prefer larger, more experienced providers.

Payment services Dialogue services Software Apphuset ATEA Telenor SMS fabrikken Payex mCash Eurobate Sendega LINK mobility

SLIDE 35

Link Mobility Group ASA – Prospectus 30

8 BUSINESS OF THE GROUP 8.1 Introduction The Group is a leading provider of mobile solutions and mobile services in the Nordic and Baltic countries, with 19 years of experience. The Group assists clients communicating with their customers, and has a product offering comprising inter alia mobile payment, mobile marketing, mobile dialogue, mobile CRM (customer relationship management) and mobile applications. The Group’s revenues are transaction fees from SMS dialogues, mobile payment transactions and license fees from use of the Group’s in-house developed mobile software. The Company was founded in 2001 and acquired Link Messaging AB in 2007 (a company founded in 1995). At that point in time, the main focus of Link Messaging AB was voice services (IVR), while the Company focused on simple SMS services. These solutions have today been developed into multi-channel messaging focused on efficient and automated solutions for operating services, mobile marketing and effective collaboration with clients, partners and colleagues. The Group handles communication channels such as SMS, MMS, e-mail, fax, voice and web by the use of a single

• platform. The Group’s services may be used for clean emissions or configured to manage a dialogue and to display

answers in real time. The Group has developed industrial platforms as a basis for its service delivery. Each platform provides users with a robust and scalable service that can be delivered with minimal maintenance, thereby providing clients with a cost efficient and high performance solution. The Group has more than 400 clients across the Nordic and Baltic region, served from its headquarters in Oslo as well as from its offices in Stockholm, Tallinn and Riga. As of the date of the Prospectus, the Group had 41 employees. 8.2 Investment highlights The Group is well positioned to play an important role in the expected growth within mobile solutions and mobile payment due to its scalable and low cost technical solution and its highly skilled employees.  The Group is a leading mobile marketing technology firm in the Nordic countries;  Mobile marketing segment is growing rapidly and is an effective marketing channel;  The Group’s end-to-end technology offering has limited competition;  The Group’s quality analytics for mobile facilitate continued client success;  The Group handles throughput and scalability;  The Group’s client base includes firms such as KappAhl, Norwegian Air Shuttle, P4, Schibsted, Amedia, SEB, Eniro, Aller, Statoil Fuel & Retail, DHL, Egmont Hjemmet Mortensen and Bring Dialog; and  The Group’s self service technology “Mobile Studio” supports rapid client growth and fast international

• expansion. The Group is able to achieve sales leverage through partnerships with leading firms such as

Eniro. 8.3 History and important events The table below provides an overview of key events in the history of the Group:

Year Event 2001 .............. Formally registered as Zapdance AS and focused on services such as SMS quiz and SMS chat in the United Kingdom. 2003 .............. Major deal with the Norwegian operator Chess. Decided to focus more on the Nordic market. More focus on entertainment services such as ringtones and logos. 2004 .............. Merger with Ememess AS which was a content warehouse with mobile services. 2004-2007 ...... Focused on selling in-house content and in-house services through partners. Business in Norway was increasing and business outside Norway was decreasing. 2007 .............. Company decision to leave the content business and focus on B2C services. Acquired Link Messaging AB (formerly Telenor Link AB). The company name was changed to Link Mobility. 2007-2010 ...... Link Mobility AS: The focus shifted from content business to B2C as a technical provider, assisting clients to enhance sales through the mobile channel. Link Mobility AB: Continued its business, but with a broader product portfolio. 2011 .............. Acquired Aspiro Mobile Solutions AS, a company focusing on payment services. Today’s group structure with Link Mobility Group ASA, as the parent company owning all the shares in Link Mobility AS, Link Mobility AB and Link Mobility SIA, was established.

SLIDE 36

Link Mobility Group ASA – Prospectus 31

8.4 Overview of the Group’s business 8.4.1 Introduction The Group’s business is divided into the following three main business areas: (i) Mobile Dialogue; (ii) Mobile Payment and (iii) Software. 8.4.2 Mobile Dialogue The Mobile Dialogue business area accounted for approximately 46% of the Group’s revenues in the six months ended 30 June 2013. The business area includes the following services: (i) Mobile media platform: The platform is tailored to cover media companies’ requirements for mobile activity towards their end-users. The services extend from a simple inbox (one message in – one message out) to more complex solutions handling subscriptions and news feed. (ii) CRM solutions: The solutions are used for gathering a group of end-users, where the purpose is to communicate with the whole group, or only a part of the group, depending on the criteria given as a premise for the particular sending. (iii) Marketing services: The service provides end-users with offers through SMS (the end-users have given their consent to such marketing). (iv) Loyalty programs: The program is a voucher solution where end-users receive their personal wallet in which they can earn points to be used within that particular program. (v) Multi-channel gateway (SMS, MMS, voice, e-mail, mobile sites): The gateway was built to handle a variety

• f different communication forms (it could be a mix of different communication forms or a preferred delivery

method, where one or several of the other communication forms could be the fallback solution). (vi) Notification services: The service includes tools for communicating by SMS with a predefined group of people when time is of the essence. Each recipient can respond to that particular SMS. 8.4.3 Mobile Payment The Mobile Payment business area accounted for approximately 43% of the Group’s revenues in the six month period ended 30 June 2013. The business area includes the following services: (i) Operator billing: Invoice through end-users’ mobile operator network where the billing is either deducted from a prepaid card or appear on the customers invoice from the mobile operator. (ii) Credit card billing: Invoice through credit card where the billable amount is deducted from the end-users credit card. (iii) Direct billing: Direct billing is based on previous dialogue with the end-user, and the billing is effectuated without any required actions from the end-user (in some countries also called online billing). The end-user pays the invoice through its credit card or through its mobile operator. (iv) Pre-paid solutions: End-users pay through the Group’s platform and services and receive barcodes, vouchers or other to claim goods or services from the Group’s clients. (v) Tickets: Solution for buying tickets through the mobile phone, where the ticket could be a quick response code (QR code), link or a code being validated when used. (vi) Value codes: Solution which offers the possibility of adding value codes and distribute such codes to targeted end-users interested in receiving a tryout, a freebie or a discount. The solution keeps track on which value codes are utilised. 8.4.4 Software The Software business area accounted for approximately 8% of the Group’s revenues in the six month period ended 30 June 2013. The business area includes the following services:

SLIDE 37

Link Mobility Group ASA – Prospectus 32

(i) Mobile CMS (Content management system): Application for easy setup and managing of campaigns on mobile sites, keeping track of activities and interests. (ii) Payment application: Solution where the end-users can choose the preferred payment method for the service provided to the end-user (SMS, credit card or invoice). (iii) Sales application: Application where the purpose is to gather all potential customers for a certain product, in

• rder to easily target the potential customer for a particle product (for best sales optimisation).

(iv) HTML5 web/mobile sites: Websites customised to fit into small screens such as mobile phones and tablets. (v) Loyalty application: Voucher solution where end-users receive their personal wallet in which they can earn points to be used within that particular program. The Group’s products and services together with the technical platforms are dynamic, fast and easy to use. The clients access the different solutions through online web tools/pages, or through integration to the desired system. 8.4.5 Applications and clients The Group operates three different application platforms, all of which are based on the same backbone. The Group’s clients may use services across the platforms, but normally only one of them is used by a client. The Group’s client base includes firms such as KappAhl, Norwegian Air Shuttle, P4, Schibsted, SBS, Eniro, Aller, Redcross, SEB, Amadeus, Tele2, TeliaSonera, Chess, Folkspel, ICA, OMX Group, Sergel, Strålfors, Teracom, Expressen and Bring Dialog. The Group’s revenues from several large clients have increased significantly from 2012 to 2013. For example, the revenues from each of Norwegian Air Shuttle and Expressen have increased with approximately 50%, respectively, while the revenue from Schibsted has increased with approximately 20% in such period. The Group has recently signed contracts with new clients such as Amedia, Det Norske Travselskap, Statoil Fuel & Retail, DHL, Boku, Egmont Hjemmet Mortensen, Pro-Elec and Eesti Post. These contracts will start to generate revenue following the third quarter of 2013. The Group has experienced a very limited loss of existing clients, and has in the period from 2011 to the third quarter

• f 2013 only lost (i) approximately 15 minor clients who each only generated annual revenue of approximately NOK

10,000, (ii) business within entertainment services which in the aggregate resulted in a loss in gross profit of approximately NOK 1.5 million in 2012 and (iii) one attractive client who generated a monthly revenue of approximately NOK 800,000. 8.4.6 Strategy The Group aims to be the main provider of mobile solutions and mobile services in the market segments in which the Group operates. In addition to follow the expected annual market growth of approximately 20%, the Group will strive to increase its current marked share. The Group wishes to act as a consolidator within its business, and will not only evaluate companies with similar offerings as the Group, but will also evaluate technology companies that can assist in expanding the Group’s product line to new and existing clients. 8.4.7 Competition With respect to delivery of a complete services range as the sole provider, the Group’s main competitors within the Norwegian market are PsWincom, Intelecom, Sendega and Netsize. In the Swedish market Netsize, Mblox, SMS Teknik

LINK Merlin

• Originally

developed for media companies and includes services

• ptimised for

their core business. LINK Send

• The Group's

"push" plattform which handles high volume and also support channels such as fax, e-mail and IVR. LINK Mobilestudio

• Many of the same

services as the LINK Merlin platform, but also inlcudes mobile sites, mobile apps and tailored services.

SLIDE 38

Link Mobility Group ASA – Prospectus 33

and Unwire are the Group’s main competitors. In the Baltic region, Mobi Solutions, Fortumo, T2R and Lattelcom are considered to be the main competitors. When it comes to smaller deliveries and niche products such as a standalone app, there is a more fragmented competition picture. 8.5 Sales and distribution The Group has sales departments in Norway, Sweden, Latvia and Estonia. All new cases are continuously uploaded and updated in the Group’s internal sales software. Status, progress and upcoming tasks for the various clients are visible for all personnel across borders. The complete sales team have quarterly meetings with focus on:  Local/segment cases possible to re-use in other locations.  New clients also present in other countries.  Experience from won and lost cases that can be of relevance across borders. Each of the Group’s clients has its own specific key account manager. Each sales department focuses on two main areas; new clients and up sales towards existing clients. Each area has a dedicated person who is overall responsible for new sales and up sales, respectively. The said persons have a detailed program and weekly meetings with all key account managers in additional to their own direct workload. The sales personnel on the group level focuses on major potential new clients. Also, the Group has dealer agreements with companies focusing on SMB companies, e.g. with Intouch. 8.6 Material contracts The Group has not entered into any material contracts outside the ordinary course of business for the two years prior to the date of the Prospectus or any other contract entered into outside the ordinary course of business which contains any provision under which any member of the Group has any obligation or entitlement. 8.7 Intellectual property and research and development The Group undertakes limited research and development on its own initiative, as this to a large extent is driven by the Group’s blue chip clients’ requests (research and development is typically undertaken in cooperation with such clients). The Group has a high focus on creating universal modules that can be delivered to all clients. The intellectual property of the Group is the Group’s technical platforms:

The LINK platform – the Group’s key asset Source: Company

SLIDE 39

Link Mobility Group ASA – Prospectus 34 Technology in use Source: Company

All employees of the Company and Link Mobility AS are bound by provisions in their employment contracts regarding

• wnership of the Group’s intellectual property rights. Due to the duty of loyalty under Swedish law, title to work that

the employees of Link Mobility AB produces as part of their employment becomes the property of Link Mobility AB. The employees of Link Mobility SIA are not involved in the development of the Group’s platforms or other intellectual property rights of the Group. 8.8 Litigation and disputes From time to time, the Group is involved in litigation, disputes and other legal proceedings arising in the normal course

• f its business. Neither the Company nor any other company in the Group are, nor have been during the course of the

preceding twelve months involved in any legal, governmental or arbitration proceedings which may have, or have had in the recent past, significant effects on the Company’s and/or the Group’s financial position or profitability, and the Company is not aware of any such proceedings which are pending or threatened. 8.9 Dependency on contracts, patents and licenses It is in the opinion of the Company that the Group’s existing business or profitability is not dependant on any patents

• r licenses, industrial, commercial or financial contracts.

SLIDE 40

Link Mobility Group ASA – Prospectus 35

9 CAPITALISATION AND INDEBTEDNESS 9.1 Capitalisation The table below should be read in conjunction with the information included elsewhere in this Prospectus, including Section 10 “Selected financial and other information” and the Financial Statements and the Interim Financial Information and related notes, included in Appendix B and Appendix C to this Prospectus. The following table sets forth the unaudited capitalisation and indebtedness of the Group as of 30 September 2013. There have been no material changes to the capitalisation and indebtedness of the Group since 30 September 2013.

Capitalisation In NOK million As of 30 September 2013 (unaudited) Indebtedness Total current debt

• Guaranteed .....................................................................................................................................................
• Secured ..........................................................................................................................................................
• Unguaranteed/unsecured ................................................................................................................................

39.2 Total non-current debt

• Guaranteed .....................................................................................................................................................
• Secured ..........................................................................................................................................................
• Unguaranteed/unsecured ................................................................................................................................
• Total indebtedness ..........................................................................................................................................

39.2 Shareholders’ equity

• a. Share capital ..................................................................................................................................................

6.3

• b. Additional paid-in capital

................................................................................................................................ 27.3

• c. Other reserves

................................................................................................................................................

• 0.8
• d. Non-controlling interests

................................................................................................................................

• Total equity .....................................................................................................................................................

32.8 Total capitalisation .......................................................................................................................................... 72.0 Net indebtedness (A) Cash ............................................................................................................................................................ 17.1 (B) Cash equivalents ...........................................................................................................................................

• (C) Interest bearing receivables ...........................................................................................................................
• (D) Liquidity (A)+(B)+(C) ...............................................................................................................................

17.1 (E) Current financial receivables ..................................................................................................................... 32.5 (F) Current bank debt ................................................................................................................................

• (G) Current portion of long-term debt ...................................................................................................................
• (H) Other current financial liabilities

...................................................................................................................... 39.2 (I) Current financial debt (F)+(G)+(H) ........................................................................................................... 39.2 (J) Net current financial indebtedness (I)-(E)-(D) ..........................................................................................

• 10.4

(K) Long-term interest bearing debt ......................................................................................................................

• (L) Bonds issued

.................................................................................................................................................

• (M) Other non-current financial liabilities ...............................................................................................................
• (N) Non-current financial indebtedness (K)+(L)+(M) .....................................................................................
• (O) Net financial indebtedness (J)+(N)

...........................................................................................................

• 10.4

9.2 Working capital statement The Company 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 12 months from the date of this Prospectus.

SLIDE 41

Link Mobility Group ASA – Prospectus 36

9.3 Contingent indebtedness The Company is not aware of any indirect or contingent indebtedness.

SLIDE 42

Link Mobility Group ASA – Prospectus 37

10 SELECTED FINANCIAL AND OTHER INFORMATION 10.1 Introduction The tables set out in this Section 10 “Selected financial and other information” present selected financial information derived from the Group’s audited consolidated financial statements (including the notes thereto) as of and for the six month period ended 30 June 2013, with comparable figures for the year ended 31 December 2012,13 and as of and for the years ended 31 December 2012 and 2011 (the Financial Statements) (included in Appendix B), as well as the unaudited interim consolidated financial information as of and for the three and nine month periods ended 30 September 2013 and 2012 (the Interim Financial Statements) (included in Appendix C). The Financial Statements for the six month period ended 30 June 2013, with comparable figures for the year ended 31 December 2012, have been prepared in accordance with IFRS, as adopted by the EU, while the Financial Statements for the year ended 31 December 2012 and 2011 have been prepared in accordance with NGAAP. The Interim Financial Statements, combined with relevant information in the financial review, have been prepared in accordance with IAS 34. The Financial Statements as of and for the six month period ended 30 June 2013 is not comparable with the Group’s consolidated financial statements as of and for the year ended 31 December 2012. The Financial Statements as of and for the six month period ended 30 June 2013 are the first financial statements of the Group prepared in accordance with IFRS, and have been prepared to provide financial information using the same principles, format and detail that will be applied in future financial statements to be prepared by the Group. The Interim Financial Statements do not include all of the information required for full annual financial statements of the Group and should be read in conjunction with the Financial Statements. The Company’s auditor is BDO AS, Munkedamsveien 45a, N-0250 Oslo Norway. BDO AS and its auditors are members

• f The Norwegian Institute of Public Accountants (Nw. Den Norske Revisorforening). BDO AS has been the Company’s

auditor since 2010. The Financial Statements have been audited by BDO AS, and the auditor’s reports are included together with the Financial Statements in Appendix B. The Interim Financial Statements have not been audited. BDO AS has not audited, reviewed or produced any report on any other information provided in this Prospectus. The selected financial information presented herein should be read in connection with the Financial Statements and Interim Financial Statements (included in Appendix B and Appendix C to the Prospectus). 10.2 Summary of accounting policies and principles For information regarding accounting policies and the use of estimates and judgments, please refer to note 1 of the Financial Statements as of and for the six month period ended 30 June 2013 included in this Prospectus as Appendix B. 10.3 Condensed consolidated statement of income The table below sets out selected data from the Group’s audited consolidated income statement for the years ended 31 December 2012 and 2011 and from the unaudited consolidated interim income statement for the three and nine month periods ended 30 September 2013 and 2012.

Three months ended 30 September Nine months ended 30 September Year ended 31 December (In NOK millions) 2013 (IFRS) (unaudited) 2012 (IFRS) (unaudited) 2013 (IFRS) (unaudited) 2012 (IFRS) (unaudited) 2012 (IFRS) (audited) 2012 (NGAAP) (audited) 2011 (NGAAP) (audited) Operating revenue ................................ 32.2 37.8 99.0 109.6 144.3 249.2 241.3 Cost of services rendered ................................ 21.7 25.7 66.2 76.5 98.0 202.9 200.8 Personnel expenses ................................ 6.5 5.8 18.5 17.8 24.5 24.5 24.5 Other operating expenses ................................ 1.9 1.9 6.6 5.8 7.7 6.2 19.8 EBITDA ............................................................ 2.1 4.4 7.7 9.5 14.2 15.7

• 3.8

Depreciation and impairment ............................... 1.5 1.5 4.5 4.4 5.8 5.9 12.3 Operating profit (EBIT) ................................ 0.6 2.9 3.2 5.1 8.4 9.8

• 16.1

Net financial items) ................................

• 0.3
• 0.5
• 0.4
• 0.9
• 0.3
• 0.3
• 0.2

13 Only financial information as of and for the year ended 31 December 2012 has been derived from the Group’s audited consolidated

financial statements as of and for the six month period ended 30 June 2013, with comparable figures as of and for the year ended 31 December 2012.

SLIDE 43

Link Mobility Group ASA – Prospectus 38 Three months ended 30 September Nine months ended 30 September Year ended 31 December (In NOK millions) 2013 (IFRS) (unaudited) 2012 (IFRS) (unaudited) 2013 (IFRS) (unaudited) 2012 (IFRS) (unaudited) 2012 (IFRS) (audited) 2012 (NGAAP) (audited) 2011 (NGAAP) (audited) Profit/(loss) before tax ................................ 0.3 2.4 2.8 4.1 8.1 9.5

• 16.4

Income taxes ................................

• 0.7

0.8 1.2

• 4.0

2.9

• 1.8

Profit/(loss) for the period .............................................................. 0.3 1.7 2.0 2.9 12.1 6.6

• 14.5

10.4 Statement of financial position The table below sets out selected data from the Group’s audited consolidated statement of financial position as of 31 December 2012 and 2011, and from the unaudited consolidated interim statement of financial position as of 30 September 2013.

As of 30 September As of 31 December (In NOK millions) 2013 (IFRS) (unaudited) 2012 (IFRS) (audited) 2012 (NGAAP) (audited) 2011 (NGAAP) (audited) Assets Deferred tax assets .................................................................... 6.4 6.3 7.7 3.6 Intangible assets .................................................................................. 15.4 18.6 13.6 18.4 Property, plant and equipment ............................................................... 0.7 0.8 0.8 0.8 Total non-current assets ................................................................ 22.5 25.8 22.1 22.7 Trade receivables.................................................................................. 32.5 37.9 29.8 33.0 Other current assets .............................................................................

• 8.1

5.2 Cash and cash equivalents ................................................................ 17.1 13.5 13.5 8.0 Total current assets ................................................................ 49.6 51.4 51.4 46.2 Total assets ....................................................................................... 72.1 77.2 73.6 68.9 Equity and liabilities Total paid-in capital .............................................................................. 33.7 33.7 33.7 27.7 Other equity.........................................................................................

• 0.8
• 4.1
• 7.5
• 20.5

Total equity ....................................................................................... 32.9 29.6 26.1 7.2 Borrowings .......................................................................................... 5.6 5.2

• Debt relating to acquisitions of subsidiary

................................................

• 2.9
• Trade payables

..................................................................................... 32.8 39.2 16.6 19.8 Tax payable ......................................................................................... 0.8 0.4 0.4 0.1 Other current liabilities ................................................................

• 30.5

41.9 Total current liabilities ................................................................ 39.2 47.6 47.4 61.7 Total liabilities ................................................................................... 39.2 47.6 47.4 61.7 Total equity and liabilities................................................................ 72.1 77.2 73.6 68.9

10.5 Statement of cash flow The table below sets out selected data from the Group’s audited consolidated statements of cash flows for the years ended 31 December 2012 and 2011, and from the unaudited consolidated interim statements of cash flows for the nine month periods ended 30 September 2013 and 2012.

Nine months ended 30 September Year ended 31 December (In NOK millions) 2013 (IFRS) (unaudited) 2012 (IFRS) (unaudited) 2012 (IFRS) (audited) 2012 (NGAAP) (audited) 2011 (NGAAP) (audited) Cash flow from operating activities: Profit before income tax ................................................ 2.8 4.2 8.1 9.5

• 16.4

Adjustments for: Depreciation and impairment ................................ 4.5 4.4 5.8 5.9 2.0

SLIDE 44

Link Mobility Group ASA – Prospectus 39 Nine months ended 30 September Year ended 31 December (In NOK millions) 2013 (IFRS) (unaudited) 2012 (IFRS) (unaudited) 2012 (IFRS) (audited) 2012 (NGAAP) (audited) 2011 (NGAAP) (audited) Interest expense – net .................................................. 0.4 0.3 0.1

• Adjustment for share-based payments ............................

0.6

• Trade receivables..........................................................

5.4

• 5.2

1.7 3.2

• 25.5

Trade payables .............................................................

• 6.7

4.5

• 9.8
• 3.3

18.1 Other accruals ..............................................................

• 14.6

19.3 Cash generated from operations ................................ 7.0 8.2 6.2 0.7 7.9 Interest received ..........................................................

• 0.2
• Interest paid ................................................................
• 0.2

0.1

• Income tax paid ...........................................................
• 0.4
• Net cash generated from operating

activities ................................................................ 6.6 8.0 6.1 0.7 7.9 Cash flows from investing activities: Proceeds from sale of intangible assets .................

• 0.1

0.1

• Purchase of intangible assets ...............................
• 0.8
• Purchase of property, plant and equipment

......................

• 0.1
• 0.3
• 0.4
• 0.4
• 0.5

Purchase of shares incl. joint ventures ............................

• 0.9
• 20.9

Net cash used in investing activities ..........................

• 0.9
• 0.3
• 0.3
• 1.2
• 21.4

Cash flows from financing activities: Proceeds from borrowings ....................................

• 5.0

5.0

• Repayment of borrowings ....................................
• 0.7
• 0.7
• 1.8

Payments of debt relating to acquisition of subsidiary ..........................................................

• 2.9
• 9.3
• 10.5
• 12.5

Proceeds from issuing new shares ................................

• 6.0

6.0 8.8 Net cash used in financing activities ..........................

• 2.9
• 5.0
• 0.2

6.0 19.5 Foreign tax effect on cash .............................................. 0.7

• 0.1
• Net change in cash and cash equivalents

................... 3.5 2.7 5.5 5.5 6.0 Cash and cash equivalents 01.01 ................................ 13.5 8.0 8.0 8.0 2.0 Cash and cash equivalents at period end ................... 17.0 10.7 13.5 13.5 8.0

10.6 Statement of changes in equity The table below sets out selected data from the Group’s audited consolidated statements of changes in equity for the years ended 31 December 2012 and 2011 and from the unaudited consolidated interim statement of changes in equity for the nine month periods ended 30 September 2013 and 2012.

Nine months ended 30 September Year ended 31 December (In NOK millions) 2013 (IFRS) (unaudited) 2012 (IFRS) (unaudited) 2012 (IFRS) (audited) 2012 (NGAAP) (audited) 2011 (NGAAP) (audited) Balance at the beginning of the period ................................ 29.6 11.7 11.7 7.2 13.0 Profit/(loss) for the period................................................................ 3.2 2.9 12.1 6.5

• 14.5

Other comprehensive income for the period ................................

• 0.2
• 0.1

6.4

• Value of employee services

..............................................................

• Total comprehensive income for the period

................................ 3.2 2.7 12.0 12.9

• 14.5

Issue of share capital ................................................................

• 6.0

6.0 8.8 Transactions with owners ............................................................

• 6.0

6.0 8.8 Balance at period end ................................................................ 32.8 14.4 29.6 26.1 7.2

SLIDE 45

Link Mobility Group ASA – Prospectus 40

10.7 Sales revenues by geographic area The table below sets out the Group’s sales revenues by geographic area for the year ended 31 December 2012.

Year ended 31 December In NOK million 2012 (IFRS) (audited) Sales revenues ....................................................................................................................................... 144.3

• Norway .................................................................................................................................................

95.8

• Sweden

................................................................................................................................................. 44.6

• Latvia ...................................................................................................................................................

3.9

10.8 Identified errors in the NGAAP Financial Statements During the process of preparing the Financial Statements as of and for the six month period ended 30 June 2013, with comparable figures as of and for the year ended 31 December 2012, the following errors in the Financial Statements as of and for the years ended 31 December 2012 and 2011, prepared in accordance with NGAAP, have been identified:  Operating revenue and cost of sales have in the Financial Statements as of and for the years ended 31 December 2012 and 2011 been recorded based on the cash flow through the Group, although some of such cash flow should have been regarded as client revenue. As a result, the operating revenue and cost of sales in the Financial Statements as of and for the years ended 31 December 2012 and 2011 have been too high. However, the consolidated gross profit for such periods is not affected. The estimated effects of the errors are as follows:

• Operating revenue should have been reduced with NOK 105 million for the financial year 2012 and

NOK 37.2 million for the financial year 2011: and

• Cost of sales should have been reduced with NOK 105 million for the financial year 2012 and NOK

37.2 million for the financial year 2011.  The income statement items of Aspiro Mobile Solutions AS (now Link Mobility AS) for the whole financial year 2011 have been consolidated into the Financial Statements as of and for the year ended 31 December 2011, although that the consolidation should have taken place first from completion of the acquisition of Aspiro Mobile Solutions AS, 14 October 2011. As a result, some of the figures in the consolidated income statement included in the Financial Statements as of and for the year ended 31 December 2011 are

• incorrect. However, neither the consolidated gross profit or balance sheet of the Group for the financial year

ended 31 December 2011, nor the Financial Statements for the financial year ended 31 December 2012, have been affected. The estimated effects of the errors are as follows:

• Operating revenue should have been reduced with NOK 116 million;
• Cost of sales should have been reduced with NOK 98.1 million;
• Personnel expenses should have been reduced with NOK 10.6 million;
• Depreciation of fixed assets and intangible assets should have been reduced with NOK 0.6 million;
• Impairment of fixed assets and intangible assets should have been reduced with NOK 4.2 million;
• Other operating expenses should have been reduced with NOK 11.2 million;
• Other financial income should have been reduced with NOK 1.8 million; and
• Other financial costs should have been reduced with NOK 1.5 million.

 Due to uncertainties related to deferred tax benefits in Link Mobility AS in the amount of NOK 6.5 million, such deferred tax benefits were not recorded in the Financial Statements as of and for the year ended 31 December 2011. In the Financial Statements as of and for the year ended 31 December 2012, the deferred tax benefits were recorded as an equity transaction, although it should have been recorded in the income

• statement. As a result, the tax costs in the income statement included in the Financial Statements as of and

for the year ended 31 December 2012 should have been reduced with NOK 6.5 million.

SLIDE 46

Link Mobility Group ASA – Prospectus 41

The abovementioned errors do not affect the Financial Statements as of and for the six month period ended 30 June 2013, with comparable figures as of and for the year ended 31 December 2012, prepared in accordance with IFRS. 10.9 Liquidity and capital resources 10.9.1 Sources of liquidity The Group obtains its liquidity from cash flow from operating activities and its borrowings, where the primary source of liquidity is cash flow from operating activities. As of 30 September 2013, the Group had cash and cash equivalents of NOK 17.1 million. The Group does not have any credit facilities. The Group is not bound by any restrictions on the use

• f capital resources that have materially affected, or could materially affect, directly or indirectly, the Group’s
• perations.

As of 30 September 2013, the Group had borrowings of NOK 5.6 million, including accrued but unpaid interest:  Loan agreement between the Company and Rugz AS dated 30 September 2013: Rugz AS has granted an unsecured loan in the amount of NOK 2,500,000 to the Company pursuant to a loan agreement dated 27 September 2012. The loan was renewed by a loan agreement dated 30 September 2013. The loan carries interest at a rate equal to 3 months’ NIBOR + 5 % and is re-payable in full on the maturity date. The maturity date is 30 September 2014, however, the Company may in its sole discretion resolve to repay the loan, partly or in full, prior to the maturity date. The loan agreement does not include any covenants. The establishment fee for the loan, together with interest accrued from 27 September 2012 to 30 September 2013, in the aggregate amount of NOK 0.38 million, was paid by the Company on 31 October 2013.  Loan agreement between the Company and Sevencs AS dated 30 September 2013: Sevencs AS has granted an unsecured loan in the amount of NOK 2,500,000 to the Company pursuant to a loan agreement dated 27 September 2012. The loan was renewed by a loan agreement dated 30 September 2013. The loan carries interest at a rate equal to 3 months’ NIBOR + 5 % and is re-payable in full on the maturity date. The maturity date is 30 September 2014, however, the Company may in its sole discretion resolve to repay the loan, partly or in full, prior to the maturity date. The loan agreement does not include any covenants. The establishment fee for the loan, together with interest accrued from 27 September 2012 to 30 September 2013, in the aggregate amount of NOK 0.38 million, was paid by the Company on 31 October 2013. 10.9.2 Cash flows The following table summarises the Group’s historical cash flows, and is extracted from the Financial Statements as of and for the years ended 31 December 2012 and 2011, prepared in accordance with NGAAP, and the Interim Financial Statements, prepared in accordance with IAS 34:

Nine months ended 30 September Year ended 31 December In NOK million 2013 (IFRS) (unaudited) 2012 (IFRS) (unaudited) 2012 (NGAAP) (audited) 2011 (NGAAP) (audited) Net cash from/(used in) operating activities .............................................................. 6.6 8.0 0.7 7.9 Net cash from/(used in) investing activities ...............................................................

• 0.9
• 0.3
• 1.2
• 21.4

Net cash from/(used in) financing activities ...............................................................

• 2.9
• 5.0

6.0 19.5 Net exchange effects on cash ................................................................ 0.7

• Net cash and cash equivalents at end of period .........................................................

17.0 10.7 13.5 8.0

The Company does not believe that there are significant obstacles or barriers to transfers of funds to it from its subsidiaries that may affect its ability to meet or fulfil its financial or other obligations. 10.9.3 Cash flows from/(used in) operating activities Nine months ended 30 September 2013 compared to the nine months ended 30 September 2012 Net cash inflow from operating activities for the nine months ended 30 September 2013 was NOK 6.6 million compared to NOK 8.0 million for the nine months ended 30 September 2012, a decrease of NOK 1.4 million, or 17.5%. This decrease was primarily attributable to increased costs due to an increase in the Group’s sales force in the nine months ended 30 September 2013 as a result of higher ambitions on organic growth going forward.

SLIDE 47

Link Mobility Group ASA – Prospectus 42

Year ended 31 December 2012 compared to the year ended 31 December 2011 Net cash inflow from operating activities for the year ended 31 December 2012 was NOK 0.7 million compared to NOK 7.9 million for the year ended 31 December 2011, a decrease of NOK 7.2 million or 91.1%. This decrease was primarily attributable to the restructuring and integration of Aspiro Mobile Solutions AS (now Link Mobility AS) in the year ended 31 December 2012. 10.9.4 Cash flows from/(used in) investing activities Nine months ended 30 September 2013 compared to the nine months ended 30 September 2012 Net cash outflow for investing activities for the nine months ended 30 September 2013 was NOK 0.9 million compared to NOK 0.3 million for the nine months ended 30 September 2012, an increase of NOK 0.6 million, or 200%. The increase was primarily attributable to increased research and development costs related to the integration of the Group’s production platforms in the nine months ended 30 September 2013. Year ended 31 December 2012 compared to the year ended 31 December 2011 Net cash outflow for investing activities for the year ended 31 December 2012 was NOK 1.2 million compared to NOK 21.4 million for the year ended 31 December 2011, a decrease of NOK 20.2 million, or 94.4%. The decrease was primarily attributable to the acquisition of Aspiro Mobile Solutions AS (now Link Mobility AS) in the year ended 31 December 2011. 10.9.5 Cash flows from/(used in) financing activities Nine months ended 30 September 2013 compared to the nine months ended 30 September 2012 Net cash outflow for financing activities for the nine months ended 30 September 2013 was NOK 2.9 million compared to NOK 5.0 million for the nine months ended 30 September 2012, a decrease of NOK 2.1 million, or 42%. The decrease was primarily attributable to a repayment of a loan in the amount of NOK 5 million in the nine months ended 30 September 2012. The Group paid the final instalment on the purchase price for Aspiro Mobile Solutions AS (now Link Mobility AS) in the amount of NOK 2.9 million in the nine month period ended 30 September 2013. Year ended 31 December 2012 compared to the year ended 31 December 2011 Net cash inflow from financing activities for the year ended 31 December 2012 was NOK 6 million compared to NOK 19.5 million for the year ended 31 December 2011, a decrease of NOK 13.5 million, or 69.2%. The decrease was primarily attributable to repayment of a seller credit in the amount of NOK 12.5 million in connection with the acquisition of Aspiro Mobile Solutions AS (now Link Mobility AS). 10.10 Contractual cash obligations and other commitments Other than the loans described in Section 10.9.1 “Sources of liquidity” which fall due on 30 September 2014, the Group does not have any material contractual cash obligations or other commitments as of the date of this Prospectus. 10.11 Investments 10.11.1 Principal investment in progress and planned principal investments The Group does currently not have any principal investments in progress or any principal investments planned to be implemented in the future for which the Group has made firm investment commitments. Even though the Group has not made any firm investment commitments, it might modify its plans in the future to address, among others, changes in market conditions for its products and changes in the competitive conditions. 10.11.2 Historical investments In the nine months ended 30 September 2013, the Group spent NOK 0.9 million on investments, all attributable to the integration of the Group’s production platforms. In 2012, the Group spent NOK 1.2 million on investments, of which all related to the restructuring of Aspiro Mobile Solutions AS (now Link Mobility AS). In 2011, the Group spent NOK 21.4 million on investments, of which NOK 20 million were spent on the acquisition of Aspiro Mobile Solutions AS (now Link Mobility AS) and NOK 1.4 million were spent on external advisors assisting in the said transaction. There have been no material investments since 30 September 2013.

SLIDE 48

Link Mobility Group ASA – Prospectus 43

10.12 No off-balance sheet arrangements The Group has not entered into and is not a party of any off-balance sheet arrangements. 10.13 Trend information The Group has not experienced any changes or trends that are significant to the Group between 31 December 2012 and the date of this Prospectus, nor is the Group aware of such changes or trends that may or are expected to be significant to the Group for the current financial year, other than the overall market situation and trends described in Section 7.2 “Outlook in the Nordic market for mobile services”. 10.14 Significant changes There have been no significant changes in the financial or trading position of the Group since date of the Interim Financial Statements, which have been included in this Prospectus.

SLIDE 49

Link Mobility Group ASA – Prospectus 44

11 BOARD OF DIRECTORS, MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE 11.1 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 Company’s board of directors (the “Board of Directors”) and the Group’s senior management team (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 Board of Directors is in compliance with the independence requirements of the Norwegian Code of Practice for Corporate Governance dated 23 October 2012 (the “Corporate Governance Code”), meaning that (i) the majority of the shareholder-elected members of the Board of Directors is independent of the Company’s executive management and material business contacts, (ii) at least two of the shareholder-elected members of the Board of Directors are independent of the Company’s main shareholder, and (iii) no members of the Company’s executive management are

• n the Board of Directors.

All members of the Board of Directors are independent of the Company’s significant business relations and large shareholders (shareholders holding more than 10% of the Shares in the Company), except for Jens Rugseth and Rune

• Syversen. All of the Directors are independent of the Management, except for Guro Røed who is employed by Link

Mobility AS. The Company’s registered office address at Rosenkrantz’ gate 9, 0159 Oslo, Norway serves as c/o addresses for the members of the Board of Directors in relation to their directorships of the Company. 11.2 The Board of Directors 11.2.1 Overview of the Board of Directors The Company’s Articles of Association provide that the Board of Directors shall consist of a minimum of three and a maximum of seven members (“Board Members”). The current Board of Directors consist of six Board Members, as listed in the table below. 11.2.2 The Board of Directors The names and positions of the Board Members are set out in the table below.

Name Position Served since Term expires Shares Jens Rugseth ................................................................ Chairman 2005 AGM 2014 2,352,5461 Siw Ødegaard ................................ Board member 2009 AGM 2014 125,2552 Rune Syversen ................................ Board member 2012 AGM 2014 778,8983 Torkjell Johan Nilsen Board member 2013 AGM 2014

• Guro Røed ................................................................

Board member 2013 AGM 2015 5,834 Tove Fredh Giske ................................ Board member 2013 AGM 2015

• 1

1,619,853 Shares held through Rugz AS and 732,693 Shares held through Rugz II AS. 2 Held through Kvinnesiden AS. 3 Held through Sevencs AS.

11.2.3 Brief biographies of the Board Members 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). Jens Rugseth – Chairman Jens Rugseth is the chairman of the Board of Directors. Mr. Rugseth has more than 25 years of experience as a manager and a serial entrepreneur in the IT industry. He established Crayon AS together with colleagues in 2002, and

SLIDE 50

Link Mobility Group ASA – Prospectus 45

is currently the CEO of Crayon Group AS. Mr. Rugseth has a degree in business administration from the Norwegian School of Economics (Siviløkonom/BI).

Current directorships and senior management positions ................. Crayon Group AS (CEO), Crayon AS (chairman), Crayon Group Holding AS (CEO), Complit AS (chairman), Rugz AS (chairman), Rugz II AS (chairman and CEO), Wisdom Edition AS (chairman), Rift Labs AS (chairman), Inmeta Consulting AS (board member), Lenco Systems AS (chairman), Map License AS (board member). Previous directorships and senior management positions last five years ....................................................................................... SmallTicket Finance AS (chairman), Crayon NSA AS (chairman) and Basefarm AS (chairman).

Siw Ødegaard – Board member Siw Ødegaard has worked as an independent economic consultant for various IT and investment businesses for the last 15 years. Mrs. Ødegaard is also having engagements as lecturer in finance and accounting for certified accountant and for other professions. Prior to her consultancy career, Mrs. Ødegaard held responsible positions in accounting and finance in both public and private companies. Mrs. Ødegaard has a degree in Economics and Politics from University of London as well as Management Programs in Tax Law, Auditing and Management from the Norwegian School of Economics (BI).

Current directorships and senior management positions ................. Kvinnesiden AS (chairman and CEO). Previous directorships and senior management positions last five years ....................................................................................... None.

Rune Syversen – Board member Rune Syversen was a co-founder of Crayon AS and has been its chief executive since 2002. Before then, he held a number of senior positions in the Telenor group in Norway and Sweden, as well as establishing several companies involved with IT and financing. Mr. Syversen has more than 20 years of experience as a manager and a serial entrepreneur in the IT industry. Mr Syversen studied at the Norwegian School of Management.

Current directorships and senior management positions ................. Sevencs AS (chairman and CEO), Complit AS (board member), Crayon AS (board member), Crayon Group AS (board member), Crayon Group Holding AS (board member), Inmeta Consulting AS (board member), Lenco Systems AS (board member), Map License AS (board member) and Spesialtilpasset AS (chairman). Previous directorships and senior management positions last five years ....................................................................................... SmallTicket Finance AS (board member), Capazity AS (CEO), Crayon NSA AS (board member) and C7 Invest AS (CEO).

Torkjell Johan Nilsen – Board member Torkjell Johan Nilsen has extensive experience within the financial market in Norway, and was the founder of the securities firm Investment Banking Partners AS in 1992 (sold to Finansbanken ASA /Storebrand ASA in 1999). He has previously been head of market operations in Finansbanken ASA. In 2003, he established NorgesInvestor Securities

• AS. He is currently head of investments in Staff Finans AS. Mr. Nilsen serves on a number of boards of directors in

Staff Finans AS’ portfolio companies.

Current directorships and senior management positions ................. Norgesinvestor Securities AS (board member), Virtual Woks Inc (chairman), Globalvoice AS (board member), Oslo Industriutvikling 2 AS (board member), Pretech AS (board member), Pinjata AS (board member), Green Energy Group AS (board member), Sameiet Parksvingen 9-11 (board member), TJN Invest AS (chairman), Oslo Industriutvikling AS (board member) and Xantin Invest AS (board member). Previous directorships and senior management positions last five years ....................................................................................... Norgesinvestor Securities AS (CEO), Norse Capital Management AS (CEO), Virtual Woks Inc (board member and vice president) and Norsk Hummer AS (board member).

Guro Røed – Board member Guro Røed has extensive mobile and business development knowledge within mobile payment, mobile commerce and mobile dialogue. Mrs. Røed came to Aspiro Mobile Solutions AS (now Link Mobility AS) in 2009 as project manager with responsibility for the company’s largest clients. Prior to this, she held a position as key account manager at

SLIDE 51

Link Mobility Group ASA – Prospectus 46

Monster Worldwide Scandinavia, managing clients. Mrs. Røed holds a Bachelor in business administration and project management from BI Norwegian Business School.

Current directorships and senior management positions ................. None. Previous directorships and senior management positions last five years ....................................................................................... None.

Tove Fredh Giske – Board member Tove Fredh Giske has more than 20 years of experience as a manager within debt collection, and is currently Commercial Director in Kredinor. Prior to that, she built Moneto Kapital AS (currently named Sergel Norge AS), a company within debt collection, which was sold to Telia Sonera in 2010. She has always had a commercial profile in her prior roles in companies in which she has been employed. Mrs. Giske holds a Bachelor in business administration from the Norwegian School of Economics (NHH).

Current directorships and senior management positions ................. Kredinor SA (commercial director) and Store Ljan Barnehage AS (chairman). Previous directorships and senior management positions last five years ....................................................................................... Sergel Norge AS (vice president).

11.3 Management 11.3.1 Overview 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 existing Norwegian legislation and regulations and for managing the Group’s assets in a responsible manner. In addition, the CEO must according to Norwegian law brief the Board of Directors about the Group’s activities, financial position and operating results at a minimum of one time per month. As employees of the Company, the management other than Harald Dahl, are eligible to, and may, participate in the Employee Offering. All the members of the management are eligible to, and may, participate in the Retail Offering. The Group’s management team consists of four individuals. The names of the members of Management as of the date

• f this Prospectus, and their respective positions, are presented in the table below:

Name Current position within the Group Employed with the Group since Shares Johan Andersen ................................ Chief Executive Officer 3 January 2002 92,403 Dagfinn Elstad ................................ Chief Financial Officer 19 August 2013

• Fredrik Nyman ................................

General Manager of Link Mobility AB 1 November 2007 2,124 Harald Dahl ................................ Consultant (strategy and M&A)1 10 April 2013 738,9792

1 Harald Dahl is engaged as a consultant through Futurum Capital AS. 2 294,184 Shares held through Futurum Capital AS and 444,795 Shares held personally.

Futurum Capital AS, a company controlled by Harald Dahl, holds 3,000,000 warrants in the Company. Futurum Capital AS is entitled to subscribe for one new share in the Company at a subscription price of NOK 6 for every 10th warrant

• held. Other than this, no member of Management holds any options or other rights to acquire Shares as of the date of

this Prospectus. The Company’s registered office address at Rosenkrantz’ gate 9, 0159 Oslo, Norway, serves as c/o address for the members of Management in relation to their employment with the Group. 11.3.2 Brief biographies of the members of Management Set out below are brief biographies of the members of Management, including their relevant management expertise and experience, an indication of any significant principal activities performed by them outside the Group and names of companies and partnerships of which a member of Management is or has been a member of the administrative, management or supervisory bodies or partner the previous five years (not including directorships and executive management positions in subsidiaries of the Company).

SLIDE 52

Link Mobility Group ASA – Prospectus 47

Johan Andersen – Chief Executive Officer Johan Andersen is the Chief Executive Officer of the Group. Mr. Andersen has more than 20 years of experience within the telecom industry. He has previous manager experience from the IT and telecom industry, and has been involved in projects in Norway, Sweden, Finland, Denmark, UK, US, Spain and China. His expertise expands to sales/marketing in the data and telecom marked with focus on customer relationship management, strategic planning and project

• management. Mr. Andersen is one of the founders of the Group.

Current directorships and senior management positions ................. None. Previous directorships and senior management positions last five years ....................................................................................... Tannlege Jan Andersen AS (board member).

Dagfinn Elstad – Chief Financial Officer Dagfinn Elstad is the Chief Financial Officer of the Group. Mr. Elstad has more than 20 years of experience from the telecom industry. He has held various senior positions in the following companies: Telenor Mobil (Business Controller, Finance Manager, Director of Strategy and Analysis); Zalto Communications AS (CFO); Wireless Mobile International AS (CFO); one2com AB (CFO); Nordic Vision Clinics (CFO); and Viken Fibernett AS (Group CFO). Mr. Elstad has a degree in business administration from the Norwegian School of Economics (Siviløkonom/BI).

Current directorships and senior management positions ................. None. Previous directorships and senior management positions last five years ....................................................................................... Viken Fiber AS (CFO) and Østfold Fibernett AS (board member).

Fredrik Nyman – General manager Link Mobility AB Fredrik Nyman is the general manager of Link Mobility AB. Mr. Nyman has been with the Group for six years, starting his career within the Group with sales, taking over the sales team and now heading the Swedish subsidiary. He has a background primarily from sales and management in different companies. Mr. Nyman has extensive knowledge of the Swedish market when it comes to all kinds of mobile solutions.

Current directorships and senior management positions ................. KNP Invest AB (chairman). Previous directorships and senior management positions last five years ....................................................................................... KNP Invest AB (board member).

Harald Dahl – Consultant (strategy and M&A) Harald Dahl is consultant (strategy and M&A) of the Group and has also been a member of the board of directors of the Company since its incorporation until 22 October 2013. Until 1996 Mr. Dahl was involved in investment banking working for Saga Securities. He was founder of the investment companies Ørn Unoterte AS and Ørn Rådgivning AS.

• Mr. Dahl has been an owner and board member in several IT companies. He was one of the founders of Infostream

ASA in 1989, and was Chairman when Infostream was listed on Oslo Børs in 1999. Mr. Dahl has also served as Chairman of Intellinet ASA. He was the Chairman in Voss of Norway ASA from 1998 to 2005 and one of the major

• shareholders. Mr. Dahl was one of the founders and one of the largest shareholders of Codfarmers ASA.

Current directorships and senior management positions ................. Nortunas AS (chairman), Futurum Venture AS (chairman) and Futurum Capital AS (chairman and CEO). Previous directorships and senior management positions last five years ....................................................................................... Codfarmers AS (chairman and CEO), Cod Juveniles AS (board member) and Cod Processing AS (board member).

11.4 Remuneration and benefits 11.4.1 Remuneration of the Board of Directors No remuneration was paid to the Board of Directors in 2012. 11.4.2 Remuneration of Management The remuneration paid to the members of the Management in 2012 was NOK 1.9 million. The table below sets out the remuneration of the Management in 2012. For further information, see note 6 to the Financial Statements as of and for the six month period ended 30 June 2013, included in Appendix B hereto.

Name Salary Other remuneration Pensions costs Johan Andersen (CEO) ................................................... NOK 870,009 NOK 271,250 NOK 19,476 Dagfinn Elstad (CFO)1 ....................................................

SLIDE 53

Link Mobility Group ASA – Prospectus 48 Name Salary Other remuneration Pensions costs Fredrik Nyman (general manager Link Mobility AB) ............ NOK 493,6372 NOK 204,9662 NOK 83,9502 Harald Dahl (Consultant (strategy and M&A))3 ...................

• 1

Dagfinn Elstad was employed by the Company on 19 August 2013. 2 Based on a SEK/NOK currency exchange rate of 0.86. 3 Harald Dahl was engaged as a consultant through Futurum Capital AS on 10 April 2013.

11.5 Bonus programme for Management The Group has a bonus programme which includes the following members of the Management: (i) Fredrik Nyman: Fredrik Nyman’s bonus is based on Link Mobility AB’s annual financial results. If Link Mobility AB obtains an EBITDA which exceeds the budgeted EBITDA, Mr. Nyman is entitled to 10% bonus of such exceeding EBITDA up to SEK 3,000,000, and 5% of such exceeding EBITDA from SEK 3,000,000 to SEK 5,000,000. (ii) Johan Andersen: Johan Andersen’s bonus is based on Link Mobility AS’ annual financial result. If Link Mobility AS obtains an EBITDA which exceeds the budgeted EBITDA by Johan Andersen’s monthly salary,

• Mr. Andersen is entitled to a bonus equalling one month’s salary. If the EBITDA exceeds the budgeted

EBITDA by Johan Andersen’s monthly salary multiplied by two, Mr. Andersen is entitled to a bonus equalling two month’s salary. If the EBITDA exceeds the budgeted EBITDA by Johan Andersen’s monthly salary multiplied by three, Mr. Andersen is entitled to a bonus equalling three month’s salary. The bonus is capped at three month’s salary. 11.6 Synthetic share programme As part of an incentive programme for key employees, certain employees in the Group held “synthetic shares” in the Company pursuant to which each such employee was entitled to a bonus corresponding to the increased value of the Shares since the allocation of the “synthetic shares”. As of the date of this Prospectus, the programme has been terminated, resulting in a bonus payment on 8 November 2013 to the participants in the aggregate amount of NOK 1.4 million (including employer’s contribution). Each participant has used its bonus, net of tax deduction, to subscribe for new Shares in a directed share issue in the Company, at a subscription price per Share of NOK 12.60, completed on 18 November 2013. 11.7 Share option programme The Company is in the process of establishing a share option programme for the members of the Management. 11.8 Benefits upon termination No employee, including any member of Management, has entered into employment agreements which provide for any special benefits upon termination. None of the members of the Board of Directors, not being employees of the Group, have service contracts and none will be entitled to any benefits upon termination of office. 11.9 Pensions and retirement benefits For the year ended 31 December 2012, the cost of pensions for members of Management was NOK 0.1 million. The Board Members are not entitled to pension payments or related benefits from the Group. For more information regarding pension and retirement benefits, see note 6 to the Financial Statements as of and for the six month period ended 30 June 2013, included in Appendix B hereto. 11.10 Employees As of the date of this Prospectus, the Group had 41 employees. The table below shows the development in the numbers of full-time employees over the last two years.

Year ended 31 December 2012 2011 Total Group ......................................................................................................... 29 31 By geographic region:

• Norway ..............................................................................................................

19 22

• Sweden

.............................................................................................................. 6 5

• Latvia and Estonia ...............................................................................................

4 4

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Link Mobility Group ASA – Prospectus 49

11.11 Nomination committee The Company’s Articles of Association provide for a nomination committee composed of three members who are shareholders or representatives of shareholders. The current members of the nomination committee are Hans Othar Blix (Chairman), Tor Malmo and Nils Erik Ihlen. The nomination committee will be responsible for nominating the shareholder-elected members of the Board of Directors and members of the nomination committee and make recommendations for remuneration to the members of the Boards of Directors and members of the nomination committee. 11.12 Audit committee Since the Company has less than 250 employees, total assets less than NOK 200 million and net annual turnover less than NOK 350 million, the Company is exempted from having an audit committee. Consequently, the Company will not establish an audit committee in connection with the Listing, but will on an ongoing basis evaluate the need for establishing such a committee. 11.13 Corporate governance The Company has adopted and implemented a corporate governance regime which complies with the Corporate Governance Code. 11.14 Conflicts of interests etc. Jens Rugseth was the chairman and Rune Syversen was a board member in Crayon NSA AS, a company which was declared bankrupt in 2013, and currently is under bankruptcy proceedings. Further, Jens Rugseth and Rune Syversen was the chairman and a board member, respectively, in SmallTicket Finance AS, a company which was declared bankrupt in 2011 (at the time of the bankruptcy, Mr. Rugseth had stepped down from the position as chairman of the company). Other than this, none of the Board Members or a member of Management has, or had, as applicable, 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 or her capacity as a founder, director or senior manager of a company. There are currently no actual or potential conflicts of interest between the Company and the private interests or other duties of any of the members of the Management and the Board of Directors, including any family relationships between such persons.

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Link Mobility Group ASA – Prospectus 50

12 CORPORATE INFORMATION AND DESCRIPTION OF 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 Company’s Articles of Association and applicable Norwegian law in effect as of the date of this Prospectus. The summary does not purport to be complete and is qualified in its entirety by the Company’s Articles of Association and applicable law. 12.1 Company corporate information The Company’s legal and commercial name is Link Mobility Group ASA. The Company is a 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, Norway. The Company was incorporated in Norway on 19 December 2001. The Company’s organisation number in the Norwegian Register of Business Enterprises is 984 066 910, and the Shares are registered in book-entry form with VPS under ISIN NO 0010219702. The Company’s register of shareholders in VPS is administrated by DNB Bank ASA, Registrars Department, N-0021 Oslo, Norway. The Company’s registered office is located at Rosenkrantz’ gate 9, N-0159 Oslo, Norway and the Company’s main telephone number at that address is +47 22 99 44 00. The Company’s website can be found at www.linkmobility.no. Neither the content of www.linkmobility.no nor any of the Group’s other websites, is incorporated by reference into or

• therwise forms part of this Prospectus.

12.2 Legal structure The Company is the parent company of the Group, holding 100% of the shares in (i) Link Mobility AS (incorporated in Norway); (ii) Link Mobility AB (incorporated in Sweden) and (iii) Link Mobility SIA (incorporated in Latvia). 12.3 Admission to trading On 23 October 2013, the Company applied for admission to trading of its Shares on Oslo Axess. The board of directors of the Oslo Stock Exchange approved the listing application of the Company on 20 November 2013, subject to certain conditions being met. See Section 15.13 “Conditions for completion of the Offering – Listing and trading of the Offer Shares”. The Company currently expects commencement of trading in the Shares on Oslo Axess on or around 12 December

• 2013. The Company has not applied for admission to trading of the Shares on any other stock exchange or regulated

market. 12.4 Share capital and share capital history As of the date of this Prospectus, the Company’s share capital is NOK 6,394,250 divided into 6,394,250 Shares with each Share having a nominal value of NOK 1. All the Shares have been created under the Norwegian Public Limited Companies Act, and are validly issued and fully paid. The Company has one class of shares. Other than the warrants described in Section 11.3.1 “Overview”, there is no share options or other rights to subscribe for or acquire Shares issued by the Company. Neither the Company nor any

• f its subsidiaries directly or indirectly owns shares in the Company.

The table below shows the development in the Company’s share capital for the period from 31 December 2010 to the date hereof:

Date of resolution Type of change Change in share capital (NOK) Nominal value (NOK) New number

• f shares

New share capital (NOK) 31 December 2010

• 0.10
• 3,884,438.00

3 October 2011 Share capital increase 1,462,076.60 0.10 53,465,146 5,346,514.60 12 October 2012 Share capital increase 1,000,000.00 0.10 63,465,146 6,346,514.60 22 October 2013 Share capital increase1 0.40 0.10 63,465,150 6,346,515.00 22 October 2013 Reverse share split1

• 1

6,346,515 6,346,515.00 18 November 2013 Share capital increase 47,735 1 6,394,250 6,394,250.00

1 In order to facilitate the reverse share split, 4 shares were issued to Futurum Capital AS (controlled by Harald Dahl) at a subscription price per share

• f NOK 0.10.

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Link Mobility Group ASA – Prospectus 51

On 12 October 2012, the share capital of the Company was increase by NOK 1,000,000 from NOK 5,346,514.60 to 6,346,514.60. NOK 188,398.10 of the said share capital increase was made against cash contribution, while NOK 811,602.90 was made against contribution in kind by set off against debt. Consequently, more than 10% of the Company’s share capital has been issued against contribution in kind during the period covered by the historical financial information. 12.5 Ownership structure As of 20 November 2013, the Company had 61 shareholders. The Company’s 20 largest shareholders as of 20 November 2013 are shown in the table below.

# Shareholders Number of Shares Percent 1 Rugs AS ........................................................................................ 1,619,853 25.33 2 Sevencs AS .................................................................................... 778,898 12.18 3 Rugs II AS .................................................................................... 732,693 11.46 4 Harald Dahl .................................................................................. 444,795 6.96 5 Radix AS ....................................................................................... 425,039 6.65 6 Futurum Capital AS ......................................................................... 294,184 4.60 7 Xanto Pak AS ................................................................................. 269,263 4.21 8 Tanera AS ..................................................................................... 202,000 3.16 9 Harald Broch .................................................................................. 158,600 2.48 10 Gunnar Landgraff AS ....................................................................... 152,300 2.38 11 Advisum AS ................................................................................... 133,334 2.09 12 Kvinnesiden AS .............................................................................. 125,255 1.96 13 Lars Henrik Høie ............................................................................. 100,143 1.57 14 Johan Andersen .............................................................................. 92,403 1.45 15 Athena Invest AS............................................................................ 79,136 1.24 16 Morten Johannes Sundberg .............................................................. 66,667 1.04 17 Joannis Cornelis Vendrig .................................................................. 60,000 0.94 18 A A Holding AS ............................................................................... 50,000 0.78 19 Cat Invest 1 AS .............................................................................. 48,000 0.75 20 Violina AS ...................................................................................... 48,000 0.75 Top 20 shareholders .................................................................... 5,880,563 91.97 Others ......................................................................................... 513,687 8.03 Total ............................................................................................ 6,394,250 100

There are no differences in voting rights between the shareholders. 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. See Section 13.7 “Disclosure obligations” for a description of the disclosure obligations under the Norwegian Securities Trading Act. As of 20 November 2013 (i.e. prior to completion of the Offering), Rugz AS and Rugz II AS (controlled by Jens Rugseth) collectively owned 36.79% of the Shares, Sevencs AS (controlled by Rune Syversen) owned 12.18% of the Shares, Futurum Capital AS (controlled by Harald Dahl) and Harald Dahl personally collectively owned 11.56% of the Shares and Radix AS owned 6.65% of the Shares. The Company is not aware of any other persons or entities who, directly or indirectly, have an interest in 5% or more of the Shares. To the extent known to the Company, there are no persons or entities who, 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. The Company’s Articles of Association do not contain any provisions that would have the effect of delaying, deferring

• r 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. 12.6 Authorisation to increase the share capital and to issue Shares The Board of Directors has been granted an authorisation to increase the share capital by up to NOK 2,500,000, corresponding to approximately 40% of the Company’s current share capital to be used in connection with the

• Offering. See Section 15.3 “Resolution relating to the Offering and the issue of the Offer Shares”. Up until 10% of the

said authorisation may be used in connection with acquisitions and/or raising of new equity. In addition, the Board of Directors has been granted an authorisation to increase the share capital by up to NOK 500,000, corresponding to approximately 8% of the Company’s current share capital to be used in connection with issuance of shares in

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Link Mobility Group ASA – Prospectus 52

connection with the share option programme the Company is in process of implementing, see Section 11.7 “Share

• ption programme”.

The authorisations are valid until the Company’s annual general meeting in 2014, but no longer than to 30 June 2014. The preferential rights of the existing shareholders to subscribe for the new shares pursuant to Section 10-4 of the Norwegian Limited Liability Companies Act may be deviated from by the Board of Directors when using the

• authorisations. Only the authorisation in the amount of NOK 2,500,000 comprises potential share capital increases

against contribution in kind and share capital increases in connection with mergers. 12.7 Other financial instruments Other than the warrants described in Section 11.3.1 “Overview”, 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. 12.8 Shareholder rights The Company has one class of Shares in issue, and in accordance with the Norwegian Public Limited Companies Act, all Shares in that class provide equal rights in the Company. Each of the Shares carries one vote. The rights attaching to the Shares are described in Section 12.9 “The Articles of Association and certain aspects of Norwegian law”. 12.9 The Articles of Association and certain aspects of Norwegian law 12.9.1 The Articles of Association The Company’s Articles of Association are set out in Appendix A to this Prospectus. Below is a summary of provisions

• f the Articles of Association.

Objective of the Company The objective of the Company is to develop and operate software for mobile telephone services to private and public businesses. Registered office The Company’s registered office is in the municipality of Oslo, Norway. Share capital and nominal value The Company’s share capital is NOK 6,394,250 divided into 6,394,250 Shares, each Share with a nominal value of NOK 1. Board of Directors The Company’s Board of Directors shall consist of a minimum of three and a maximum of seven members. The chairman of the Board of Directors shall be elected by the General Meeting. Restrictions on transfer of Shares The Articles of Association do not provide for any restrictions on the transfer of Shares, or a right of first refusal for the

• Company. Share transfers are not subject to approval by the Board of Directors.

General meetings Documents relating to matters to be dealt with by the General Meeting, including documents which by law shall be included in or attached to the notice of the General Meeting, do not need to be sent to the shareholders if such documents have been made available on the Company’s internet site. A shareholder may nevertheless request that documents which relate to matters to be dealt with at the General Meeting are sent to him/her. Nomination committee The Company shall have a nomination committee. See Section 11.11 “Nomination committee”.

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Link Mobility Group ASA – Prospectus 53

12.9.2 Certain aspects of Norwegian corporate law General meetings Through the general meeting, shareholders exercise supreme authority in a Norwegian company. In accordance with Norwegian law, the annual general meeting of shareholders is required to be held each year on or prior to 30 June. Norwegian law requires that written notice of annual general meetings setting forth the time of, the venue for and the agenda of the meeting be sent to all shareholders with a known address no later than 21 days before the annual general meeting of Norwegian private limited liability company listed on stock exchange or regulated market shall be held, unless the articles of association stipulate a longer deadline, which is not currently the case for the Company. A shareholder may vote at the general meeting either in person or by proxy appointed at their own discretion. Although Norwegian law does not require the Company to send proxy forms to its shareholders for general meetings, the Company plans to include a proxy form with notices of general meetings. All of the Company’s shareholders who are registered in the register of shareholders maintained with the VPS as of the date of the general meeting, or who have otherwise reported and documented ownership to Shares, are entitled to participate at general meetings, without any requirement of pre-registration. 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. The Company’s Articles of Association does not permit electronic voting and extraordinary general meetings may accordingly not be convened with a fourteen days notice period, provided that the Company has established procedures for voting electronically at such meetings. Voting rights–amendments to the Articles of Association Each of the Company’s Shares carries one vote. In general, decisions that shareholders are entitled to make under Norwegian law or the Company’s Articles of Association may be made by a simple majority of the votes cast. In the case of elections or appointments, the person(s) who receive(s) the greatest number of votes cast are elected. However, as required under Norwegian law, certain decisions, including 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 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 the 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 at 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 the rights of some or all of the Company’s shareholders in respect of dividend payments or other rights to assets or (ii) restrict the transferability of the Shares, require that at least 90% of the share capital represented at the general meeting in question vote in favour of the resolution, as well as the majority required for amending the Articles of Association. Certain types of changes in the rights of shareholders require the consent of all shareholders affected thereby as well as the majority required for amending the Articles of Association. In general, only a shareholder registered in the VPS is entitled to vote for such Shares. Beneficial owners of the Shares that are registered in the name of a nominee are generally not entitled to vote under Norwegian law, nor is any person who is designated in the VPS register as the holder of such Shares as nominees. Investors should note that there are varying opinions as to the interpretation of the right to vote on nominee registered shares. In the Company’s view, a nominee may not meet or vote for Shares registered on a nominee account (NOM-account). A shareholder must, in

• rder to be eligible to register, meet and 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 appear from a transcript from the VPS at the latest at the date of the general meeting. There are no quorum requirements that apply to the general meetings.

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Link Mobility Group ASA – Prospectus 54

Additional issuances and preferential rights If the Company issues any new Shares, including bonus share issues, the Company’s Articles of Association must be amended, which requires the same vote as other amendments to the Articles of Association. In addition, under Norwegian law, the Company’s shareholders have a preferential right to subscribe for new Shares issued by the

• Company. Preferential rights may be derogated from by resolution in a general meeting passed by the same vote

required to approve amending 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, by the same vote as is required for amending the Articles of Association, authorise the Board of Directors to issue new Shares, and to derogate from the preferential rights of shareholders in connection with such issuances. Such authorisation may be effective for a maximum of two years, and the nominal value of the Shares to be issued may not exceed 50% of the registered nominal share capital when the authorisation is registered with the Norwegian Register of Business Enterprises. Under Norwegian law, the Company may increase its share capital by a bonus share issue, subject to approval by the Company’s shareholders, by transfer from the Company’s distributable equity or from the Company’s share premium reserve and thus the share capital increase does not require any payment of a subscription price by the shareholders. Any bonus issues may be effected either by issuing new shares to the Company’s existing shareholders or by increasing the nominal value of the Company’s outstanding Shares. 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 may not receive the rights at all and the rights may be sold on the shareholder’s behalf by the Company. 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. Rights of redemption and repurchase of Shares The share capital of the Company may be reduced by reducing the nominal value of the Shares or by cancelling

• Shares. Such a decision requires the approval of at least two-thirds of the aggregate number of votes cast and at least

two-thirds of the share capital represented at a general meeting. Redemption of individual Shares requires the consent

• f the holders of the Shares to be redeemed.

The Company may purchase its own Shares provided that the Board of Directors has been granted an authorisation to do so by the General Meeting with the approval of at least two-thirds of the aggregate number of votes cast and at least two-thirds of the share capital represented at the meeting. The aggregate nominal 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

• nly be acquired if the Company’s distributable equity, according to the latest adopted balance sheet or an interim

balance sheet, exceeds the consideration to be paid for the shares. The authorisation by the General Meeting of the Company’s shareholders cannot be granted for a period exceeding two years.

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Shareholder vote on certain reorganisations A decision of the Company’s shareholders to merge with another company or to demerge requires a resolution by the general meeting of the shareholders passed by at least two-thirds of the aggregate votes cast and at least two-thirds

• f the share capital represented at the general meeting. A merger plan, or demerger plan signed by the Board of

Directors along with certain other required documentation, would have to be sent to all the Company’s shareholders,

• r if the Articles of Association stipulate that, made available to the shareholders on the company’s website, at least
• ne month prior to the general meeting to pass upon the matter.

Liability of members of the Board of Directors Members of the Board of Directors owe a fiduciary duty to the Company and its shareholders. Such fiduciary duty requires that the Board Members 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. Members of the Board of Directors may each be held liable for any damage they negligently or wilfully cause the

• Company. Norwegian law permits the general meeting to discharge any such person from liability, but such discharge

is not binding on the Company if substantially correct and complete information was not provided at the General Meeting passing upon the matter. If a resolution to discharge the Board Members from liability or not to pursue claims against such a person has been passed by the General Meeting with a smaller majority than 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 the Company receives as a result of the action. If the decision to discharge any of the Company’s directors from liability or not to pursue claims against the Board Members is made by such a majority as is necessary to amend the Articles of Association, the minority shareholders of the Company cannot pursue such claim in the Company’s name. Indemnification of Directors Neither Norwegian law nor the Articles of Association contains any provision concerning indemnification by the Company of the Board of Directors. The Company is permitted to purchase insurance for the Board Members against certain liabilities that they may incur in their capacity as such. Distribution of assets on liquidation Under Norwegian law, the Company may be wound-up by a resolution of the Company’s shareholders at the General Meeting passed by at least two-thirds of the aggregate votes cast and at least two-thirds of the share capital represented at the meeting. In the event of liquidation, the Shares rank equally in the event of a return on capital. 12.9.3 Shareholder agreements There are no shareholders’ agreements related to the Shares.

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Link Mobility Group ASA – Prospectus 56

13 SECURITIES TRADING IN NORWAY 13.1 Introduction The Oslo Stock Exchange was established in 1819 and is the principal market in which shares, bonds and other financial instruments are traded in Norway. As of end of September 2013, the total capitalisation of companies listed

• n the Oslo Stock Exchange amounted to approximately NOK 1,777 billion. Shareholdings of non-Norwegian investors

as a percentage of total market capitalisation as of end of September 2013 amounted to approximately 37%. The Oslo Stock Exchange 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. 13.2 Trading and settlement Trading of equities on the Oslo Stock Exchange is carried out in the electronic trading system TradElect. This trading system was developed by the London Stock Exchange and is in use by all markets operated by the London Stock Exchange as well as by the Borsa Italiana and the Johannesburg Stock Exchange. Official trading on the Oslo Stock Exchange 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 16:30 hours (CET). Reporting of after exchange trades can be done until 17:30 hours (CET). The settlement period for trading on the Oslo Stock Exchange is three trading days (T+3). Oslo Clearing ASA, a wholly-owned subsidiary of Oslo Børs VPS Holding ASA, has a license from the Norwegian FSA to act as a central clearing service, and has from 18 June 2010 offered clearing and counterparty services for equity trading on the Oslo Stock Exchange. Investment services in Norway may only be provided by Norwegian investment firms holding a license under the Norwegian Securities Trading Act, branches of investment firms from an EEA member state or investment firms from

• utside the EEA that have been licensed 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 license to this effect under the Norwegian Securities Trading Act, or in the case of investment firms in an EEA member state, a license 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 the Oslo Stock Exchange except for the general obligation of investment firms that are members of the Oslo Stock Exchange to report all trades in stock exchange listed securities. 13.3 Information, control and surveillance Under Norwegian law, the Oslo Stock Exchange is required to perform a number of surveillance and control functions. The Surveillance and Corporate Control unit of the Oslo Stock Exchange monitors all market activity on a continuous

• basis. Market surveillance systems are largely automated, promptly warning department personnel of abnormal

market developments. 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. The Oslo Stock Exchange may levy fines on companies violating these requirements.

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13.4 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 the Oslo Stock Exchange are both wholly-owned 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 Bye-laws 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. 13.5 Shareholder register – Norwegian law 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 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 company 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 in general meetings on behalf of the beneficial owners. 13.6 Foreign investment in shares listed in Norway Foreign investors may trade shares listed on the Oslo Stock Exchange through any broker that is a member of the Oslo Stock Exchange, whether Norwegian or foreign. 13.7 Disclosure obligations If a person’s, entity’s or consolidated group’s proportion of the total issued shares and/or rights to shares in a company 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 company, the person, entity or group in question has an obligation under the Norwegian Securities Trading Act to notify the Oslo Stock Exchange 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. 13.8 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.

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13.9 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 Norwegian company listed on a Norwegian regulated market 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 the Oslo Stock Exchange 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 the Oslo Stock Exchange and the company in question accordingly. The notification is required to state whether an

• ffer 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 the Oslo Stock Exchange 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, the Oslo Stock Exchange 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, the Oslo Stock Exchange 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 Norwegian company listed on a Norwegian regulated market 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 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. 13.10 Compulsory acquisition Pursuant to the Norwegian Public Limited 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 liability company, as well as 90% or more of the total voting rights, has a right, and each remaining minority shareholder of the company 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 more than 90% of the total number of issued shares, as well as more than 90% of the total voting rights, through a voluntary offer in accordance with the Securities Trading Act, a compulsory acquisition can, subject to the following conditions, be carried out without such shareholder being obliged

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to make a mandatory offer: (i) the compulsory acquisition is commenced no later than four weeks after the acquisition

• f 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

• fferor, after making a mandatory or voluntary offer, has acquired more than 90% of the voting shares of a company

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 Public Limited 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/voluntary offer unless specific reasons indicate another 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, the minority shareholders would be deemed to have accepted the offered price after the expiry of the specified deadline. 13.11 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.

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14 TAXATION Set out below is a summary of certain Norwegian tax matters related to the purchase, holding and disposal of the Offer Shares. The statements below regarding Norwegian taxation are 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 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 Company. Shareholders who wish to clarify their own tax situation should consult with and rely upon their own tax advisors. 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 advisors 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. 14.1 Norwegian shareholders 14.1.1 Taxation of dividends Norwegian Personal Shareholders Dividends received by shareholders who are individuals resident in Norway for tax purposes (“Norwegian Personal Shareholders”) are taxable as ordinary income for such shareholders at a flat rate of 28% to the extent the dividend exceeds a tax-free allowance. The allowance is calculated on a share-by-share basis. The allowance for each share is equal to the cost price of the share multiplied by a determined risk-free interest rate based on the effective rate after tax of interest on treasury bills (Nw.: “statskasseveksler”) with three months maturity. The allowance is calculated for each calendar year, and is allocated solely to Norwegian Personal Shareholders holding shares at the expiration of the relevant calendar year. 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 the same share. Any excess allowance will also be included in the basis for calculating the allowance on the same share the following years. Norwegian Corporate Shareholders Dividends distributed from the Company to shareholders who are limited liability companies (and certain similar entities) resident in Norway for tax purposes (“Norwegian Corporate Shareholders”) qualify for the Norwegian participation exemption method and are effectively taxed at rate of 0.84% (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 28%). 14.1.2 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 basis for computation of ordinary income in the

year of disposal. Ordinary income is taxable at a rate of 28%. The gain is subject to tax and the loss is tax deductible irrespective of the duration of the ownership and the number of shares disposed of. The taxable gain/deductible loss is calculated per share, as the difference between the consideration received for the share and the Norwegian Personal Shareholder’s cost price of the share, including any costs incurred in relation to 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. See Section 14.1.1 “Taxation of dividends” above for a description of the calculation of the allowance. The allowance may

• nly 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.

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If the 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 the Norwegian participation exemption. Losses upon the realisation and costs incurred in connection with the purchase and realisation of such shares are not deductible for tax purposes. 14.1.3 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 1.1% of the value assessed. The value for assessment

purposes for shares listed on the Oslo Stock Exchange 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. 14.2 Non-Norwegian shareholders 14.2.1 Taxation of dividends 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

• f 25% is normally reduced through tax treaties between Norway and the country in which the shareholder is resident.

The withholding obligation lies with the company distributing the dividends and the Company assumes this obligation. 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 (see Section 14.1.1 “Taxation of dividends” above). 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 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. 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 the beneficial owner of the shares and 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 be subject to the same taxation of dividends as a Norwegian Corporate Shareholder, as described above. Non-Norwegian Corporate 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. Nominee registered shares will be subject to withholding tax at a rate of 25% unless the nominee has obtained approval from the Norwegian Tax Directorate 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.

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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 Company assumes this obligation. 14.2.2 Capital gains tax 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. If the shares are held in connection with business activities carried out

• r managed from Norway, the Non-Norwegian Personal Shareholder will be subject to the same taxation as a

Norwegian Personal Shareholder. Non-Norwegian Corporate Shareholders Capital gains derived by the sale or other realisation of shares by Non-Norwegian Corporate Shareholders are not subject to taxation in Norway. If the shares are held in connection with business activities carried out or managed from Norway, the Non-Norwegian Corporate Shareholder will be subject to the same taxation as a Norwegian Corporate Shareholder. 14.2.3 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. 14.3 Inheritance Tax When shares are transferred by way of inheritance or gift, such transfer may give rise to inheritance or gift tax in Norway if the decedent, at the time of death, or the donor, at the time of the gift, is a resident or citizen of Norway, or if the shares are effectively connected with a business carried out through a permanent establishment in Norway. However, in the case of inheritance tax, if the decedent was a citizen but not a resident of Norway, Norwegian inheritance tax will not be levied if inheritance tax or a similar tax is levied by the decedent’s country of residence. Irrespectively of residence or citizenship, Norwegian inheritance tax may be levied if the shares are held in connection with the conduct of a trade or business in Norway. Inheritance tax will be applicable to gifts if the donor is a citizen of Norway at the time the gift was given. However, for taxes paid in the donor’s country of residence a credit will be given in the Norwegian gift taxes. The basis for the computation of inheritance tax is the market value of the Shares at the time the transfer takes place. The rate is progressive from 0 to 15%. For inheritance and gifts from parents to children, the maximum rate is 10%. 14.4 Duties on transfer of shares No VAT, stamp or similar duties are currently imposed in Norway on the transfer of shares in Norwegian companies.

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15 THE OFFERING 15.1 Overview of the Offering The Offering consists of an offer to raise an amount of up to NOK 30 million by the issuance of up to 1,578,947 Offer Shares, each with a nominal value of NOK 1. The Offer Shares will upon issuance rank pari passu with the Company’s existing Shares in all respects, and each Share will carry one vote. The number of Offer Shares to be issued will depend on the final amount of the Offering and the final Offer Price per Offer Share. The Offering consists of:  An Institutional Offering, in which Offer Shares are being offered (a) to institutional and professional investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from the prospectus requirements, and (c) in the United States to QIBs, as defined in, and in reliance on Rule 144A of the U.S. Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 1,000,000.  A Retail Offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of an amount of NOK 10,500 and an upper limit per application of NOK 999,999 for each

• investor. Investors who intend to place an order in excess of NOK 999,999 must do so in the Institutional
• Offering. Applicants in the Retail Offering will receive a discount of NOK 1,500 on the aggregate amount

payable for the Offer Shares allocated to such applicants. Multiple applications by one applicant in the Retail Offering will be treated as one application with respect to the maximum application limit and the discount.  An Employee Offering in which Offer Shares are being offered to the Eligible Employees, subject to a lower limit per application of an amount of NOK 10,500 and an upper limit per application of an amount of NOK 999,999 for each Eligible Employee. Each Eligible Employee will receive a discount of NOK 1,500 on the aggregate amount payable for the Offer Shares allocated to such employee. Eligible Employees participating in the Employee Offering will receive full allocation for any application up to and including an amount of NOK 100,000. Multiple applications by one applicant in the Employee Offering will be treated as one application with respect to the maximum application limit and the discount. An Eligible Employee applying for Offer Shares both in the Employee Offering and the Retail Offering will only receive the discount in the Employee Offering. All offers and sales outside the United States will be made in reliance on Regulation S. This Prospectus does not constitute an offer of, or an invitation to purchase, the Offer Shares in any jurisdiction in which such offer or sale would be unlawful. For further details, see “Important Notice” and Section 16 “Selling and transfer restrictions”. The Bookbuilding Period for the Institutional Offering will take place from 25 November 2013 at 09:00 hours (CET) to 4 December 2013 at 15:00 hours (CET). The Application Period for the Retail Offering and Employee Offering will take place from 25 November 2013 at 09:00 hours (CET) to 4 December 2013 at 12:00 hours (CET). The Company, together with the Manager, reserves the right to shorten or extend the Bookbuilding Period and/or the Application Period at any time. Any shortening of the Bookbuilding Period and/or the Application Period will be announced through the Oslo Stock Exchange’s information system on or before 09:00 hours (CET) on the prevailing expiration date of the Bookbuilding Period and/or Application Period, provided however that in no event will the Bookbuilding Period and/or Application Period be shortened to expire prior to 12:00 hours (CET) on 3 December 2013. Any extension of the Bookbuilding Period and/or the Application Period will be announced through the Oslo Stock Exchange’s 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 in no event will the Bookbuilding Period and/or the Application Period be extended beyond 15:00 hours (CET) on 11 December 2013. In the event of a shortening or an extension of the Bookbuilding Period and/or 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 Listing and commencement of trading on the Oslo Axess may not necessarily be changed. The Company has, together with the Manager, set an indicative price range for the Offering from NOK 19 to NOK 25 per Offer Share (the “Indicative Price Range”). Assuming that the Offer Price is set at the mid-point of this range and 1,050,000 Offer Shares are applied for and allocated in the Offering, the aggregate gross proceeds of the Offering will be approximately NOK 23.1 million. The Company will determine the number of Offer Shares and the Offer Price

• n the basis of the bookbuilding process in the Institutional Offering and the number of applications received in the

Retail Offering and Employee Offering. The bookbuilding process, which will form the basis for the final determination

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• f the number of Offer Shares and the Offer Price, will be conducted only in connection with the Institutional Offering.

The Indicative Price Range may be amended during the Bookbuilding Period. Any such amendments to the Indicative Price Range will be announced through the information system of the Oslo Stock Exchange. Completion of the Offering is conditional upon, among other conditions, the Company satisfying the listing conditions and being listed on Oslo Axess, see Section 15.13 “Conditions for completion of the Offering - Listing and trading of the Offer Shares” below. 15.2 Timetable The timetable set out below provides certain indicative key dates for the Offering (subject to shortening or extension):

Bookbuilding Period commences .............................................................................. 25 November 2013 at 09:00 hours (CET) Bookbuilding Period ends ........................................................................................ 4 December 2013 at 15:00 hours (CET) Application Period commences ................................................................................. 25 November 2013 at 09:00 hours (CET) Application Period ends........................................................................................... 4 December 2013 at 12:00 hours (CET) Allocation of the Offer Shares .................................................................................. On or about 5 December 2013 Publication of the results of the Offering ................................................................... On or about 5 December 2013 Distribution of allocation letters/contract notes .......................................................... On or about 5 December 2013 Registration of share capital increase and issuance of the Offer Shares ......................... On or about 10 December 2013 Accounts from which payment will be debited in the Retail Offering and Employee Offering to be sufficiently funded ............................................................................. On or about 10 December 2013 Payment and delivery of the Offer Shares ................................................................. On or about 11 December 2013 Commencement of trading in the Shares .................................................................. On or about 12 December 2013

Note that the Company, together with the Manager, reserves the right to shorten or extend the Bookbuilding Period and/or the Application Period. In that event, the dates presented above are expected to change accordingly. 15.3 Resolution relating to the Offering and the issue of the Offer Shares The General Meeting held on 22 October 2013 adopted the following resolution to grant the Board of Directors an authorisation to increase the share capital of the Company by up to NOK 2,500,000 through the issue of up to 2,500,000 new Shares (translated from Norwegian): (i) Pursuant to Section 10-14 of the Norwegian Private Limited Companies Act, the Board of Directors is authorised to increase the Company's share capital by up to NOK 2,500,000. (ii) The authorisation in full may be used to issue new shares in connection with the contemplated listing of the Shares on Oslo Axess, while up to 10% of the authorisation may be used to issue new shares to existing and/or new shareholders and third parties in order to raise new equity to the Company and/or in connection with mergers and acquisitions. (iii) The authorisation is valid until the earlier of the Company’s annual general meeting in 2014 and 30 June 2014. (iv) The shareholders’ preferential right to the new shares pursuant to Section 10-4 of the Norwegian Private Limited Companies Act may be waived. (v) The authorisation shall include share capital increases against contribution in kind other than cash, cf. Section 10-2 of the Norwegian Private Limited Companies Act. (vi) The authorisation shall include share capital increases in connection with mergers pursuant to Section 13-5

• f the Norwegian Private Limited Companies Act.

The pre-emptive rights of the existing shareholders may be set aside to ensure that the Company receives a broader shareholder base, and thus qualifies for the listing requirements. The Company believes a successful Listing will (i) be for the benefit of all its shareholders, as a listing on Oslo Axess makes the Company a more attractive investment

• bject, and (ii) be beneficial for the Company's future development.

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On 21 November 2013, the Board of Directors resolved to launch the Offering. The Offer Shares to be issued by the Company are expected to be issued on or about 10 December 2013 following a final resolution by the Board of Directors on or around 5 December 2013. 15.4 The Institutional Offering 15.4.1 Offer Price The Company has, together with the Manager, set an Indicative Price Range for the Offering from NOK 19 to NOK 25 per Offer Share. The Company will determine the number of Offer Shares and the Offer Price on the basis of the applications received and not withdrawn in the Institutional Offering during the Bookbuilding Period and the number of applications received in the Retail Offering and Employee Offering. The Offer Price will be determined on or about 5 December 2013. The Offer Price may be set within, below or above the Indicative Price Range. 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 by the Company through the Oslo Stock Exchange’s information system on or about 5 December 2013 under the ticker code “LINK”. 15.4.2 Bookbuilding Period The Bookbuilding Period for the Institutional Offering will last from 25 November 2013 at 09:00 hours (CET) to 4 December 2013 at 15:00 hours (CET), unless shortened or extended. The Company, in consultation with the Manger, may shorten or extend the Bookbuilding Period at any time, and extension may be made on one or several occasions. The Bookbuilding Period may in no event be shortened to expire prior to 12:00 hours (CET) on 3 December 2013 or extended beyond 15:00 hours (CET) on 11 December 2013. In the event of a shortening or an extension of the Bookbuilding Period, the allocation date, the payment due date and the date of delivery of Offer Shares will be changed accordingly. 15.4.3 Minimum application The Institutional Offering is subject to a minimum application of NOK 1,000,000 per application. Investors in Norway who intend to place an application for less than NOK 1,000,000 must do so in the Retail Offering. 15.4.4 Application procedure Applications for Offer Shares in the Institutional Offering must be made during the Bookbuilding Period by informing the Manager shown below of the number of Offer Shares that the investor wishes to order, and the price per share that the investor is offering to pay for such Offer Shares. All applications in the Institutional Offering will be treated in the same manner. Any orally placed application in the Institutional Offering will be binding upon the investor and subject to the same terms and conditions as a written

• application. The Manager can, at any time and in its sole discretion, require the investor to confirm any orally placed

application in writing. Applications made may be withdrawn or amended by the investor at any time up to the end of the Bookbuilding Period. At the close of the Bookbuilding Period, all applications that have not been withdrawn or amended are irrevocable and binding upon the investor. 15.4.5 Allocation, payment for and delivery of Offer Shares The Manager expect to issue notifications of allocation of Offer Shares in the Institutional Offering on or about 5 December 2013, by issuing contract notes to the applicants by mail or otherwise. Payment for Offer Shares is expected to take place against delivery of Offer Shares. Delivery and payment for the Offer Shares is expected to take place on or about 11 December 2013 (the “Payment Date”). For late payment, interest will accrue on the amount due at a rate equal to the prevailing interest rate under the Norwegian Act on Overdue Payment of 17 December 1976, no. 100, which, at the date of this Prospectus, is 9.50% per annum. Should payment not be made when due, the Offer Shares allocated will not be delivered to the applicants, and the Manager reserves the right, at the risk and cost of the applicant (and the applicant will not be entitled to any

Swedbank First Securities Filipstad Brygge 1 P.O. Box 1441 Vika N-0115 OSLO Norway

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profit there from), to cancel the application and to re-allot or otherwise dispose of the allocated Offer Shares on such terms and in such manner as the Manager may decide. The original applicant remains liable for payment for the Offer Shares allocated to the applicant, together with any interest, cost, charges and expenses accrued, or the Manager may enforce payment for any such amount outstanding. In order to provide for prompt registration of the Offer Shares with the Norwegian Register of Business Enterprises, and so that the Offer Shares may be delivered to applicants in the Offering on a delivery versus payment basis, the Manager will subscribe and pay for the Offer Shares allotted in the Offering at a total subscription price equal to the Offer Price multiplied by the number of Offer Shares, less the total amount of discount in the Retail Offering and the Employee Offering. The Manager’s subscription and payment undertaking shall be limited to an aggregate subscription amount of NOK 30 million. The issue of Offer Shares to the Manager and the sale by the Manager of Offer Shares to investors as described above constitute an integrated sales process where the investors purchase Offer Shares based on this Prospectus, which has been prepared by the Company. The investors will not have any rights or claims against the Manager as seller of Offer Shares. 15.5 The Retail Offering 15.5.1 Offer Price The price for the Offer Shares offered in the Retail Offering will be the same as in the Institutional Offering, see Section 15.4.1 “Offer Price”. However, applicants in the Retail Offering will receive a discount of NOK 1,500 on the aggregate amount payable for the Offer Shares allocated to such applicants. Each applicant in the Retail Offering will be permitted, but not required, to indicate when ordering through the VPS

• nline subscription 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. 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 subscription 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, so long as the Offer Price has been determined on the basis of orders placed during the bookbuilding process described above. 15.5.2 Application Period The Application Period during which applications for Offer Shares in the Retail Offering will be accepted will last from 25 November 2013 at 09:00 hours (CET) to 4 December 2013 at 12:00 hours (CET), unless shortened or extended. The Company, in consultation with the Manager, may shorten or extend the Application Period at any time, and extension may be made on one or several occasions. The Application Period may in no event be shortened to expire prior to 12:00 hours (CET) on 3 December 2013 or extended beyond 15:00 hours (CET) on 11 December 2013. In the event of a shortening or an extension of the Application Period, the allocation date, the payment due date and the date

• f delivery of the Offer Shares will be changed accordingly.

15.5.3 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 999,999 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 999,999 will be adjusted downwards to an application amount of NOK 999,999. If two or more identical application forms are received from the same investor in the same offering, the application form will only be counted once unless otherwise explicitly 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. Multiple applications will be treated as

• ne application with respect to the discount in the Retail Offering. Investors who intend to place an order in excess of

NOK 999,999 must do so in the Institutional Offering. 15.5.4 Application procedure and application office Norwegian 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

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such online application system on the following internet page: www.swedbank.no. Applicants in the Retail Offering not having access to the Internet for electronic application must apply using the Retail Application Form attached to this Prospectus as Appendix D “Application Form for the Retail Offering”. Retail Application Forms, together with this Prospectus, can be obtained from the Company, the Company’s web page www.linkmobility.no, the Manager’s web page listed above or the application office set out below. Applications made through the VPS online application system must be duly registered during the Application Period. The application office for physical applications in the Retail Offering is:

Swedbank First Securities Filipstad Brygge 1 P.O. Box 1441 Vika N-0115 OSLO Norway Tel: +47 23 23 80 00 Fax: +47 23 23 80 11 Web: www.swedbank.no

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. Retail Application Forms that are incomplete or incorrectly completed, electronically or physically, or that are received after the expiry of the Application Period, may be disregarded without further notice to the applicant. Subject to any shortening or extension of the Application Period, properly completed Retail Application Forms must be received by the application office listed above or registered electronically through the VPS application system by 12:00 hours (CET) on 4 December 2013, unless the Application Period is being shortened or extended. Neither the Company nor the Manager may be held responsible for postal delays, unavailable fax lines, 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 15.5.1 “Offer Price” above, 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 shortening or extension of the Application Period, and cannot be withdrawn, cancelled or modified by the applicant after having been received by the application

• ffice, or in the case of applications through the VPS online application system, upon registration of the application.

15.5.5 Allocation, payment for and delivery of Offer Shares The Manager, acting as settlement agent for the Retail Offering, expects to issue notifications of allocation of Offer Shares in the Retail Offering on or about 5 December 2013, by issuing allocation notes to the applicants by mail or

• therwise. Any applicant wishing to know the precise number of Offer Shares allocated to it, may contact the

application office on or about 5 December 2013 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 5 December 2013. In registering an application through the VPS online application system or completing a Retail Application Form, each applicant in the Retail Offering will authorise the Manager 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

• n the VPS online application or on the Retail Application Form. Accounts will be debited on or the Payment Date, and

there must be sufficient funds in the stated bank account from and including 10 December 2013. 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 (11 December 2013). Further details and instructions will be set out in the allocation notes to the applicant to be issued on or about 5 December 2013, or can be obtained by contacting the Manager at + 47 23 23 80 00. 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 of 17 December 1976, No. 100, which at the date of this Prospectus is 9.50% per annum. The Manager reserves the right (but has no obligation) to make up to three debit attempts through 17 December 2013 if there are insufficient funds on the account on the Payment Date. Should

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payment not be made when due, the Offer Shares allocated will not be delivered to the applicant, and the Manager reserves the right, at the risk and cost of the applicant (and that the applicant will not be entitled to any profit there from), to at any time cancel the application and to re-allot or otherwise dispose of the allocated Offer Shares, on such terms and in such manner as the Manager may decide. The original 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 or the Manager may enforce payment for any such amount outstanding. 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 11 December 2013. In order to provide for prompt registration of the Offer Shares with the Norwegian Register of Business Enterprises, and so that the Offer Shares may be delivered to applicants in the Offering on a delivery versus payment basis, the Manager will subscribe and pay for the Offer Shares allotted in the Offering at a total subscription price equal to the Offer Price multiplied by the number of Offer Shares, less the total amount of discount in the Retail Offering and the Employee Offering. The Manager’s subscription and payment undertaking shall be limited to an aggregate subscription amount of NOK 30 million. The issue of Offer Shares to the Manager and the sale by the Manager of Offer Shares to investors as described above constitute an integrated sales process where the investors purchase Offer Shares based on this Prospectus, which has been prepared by the Company. The investors will not have any rights or claims against the Manager as seller of Offer Shares. 15.6 The Employee Offering 15.6.1 Eligible Employees Only the direct employees of the Company, Link Mobility AS, Link Mobility AB and Link Mobility SIA as of the last date

• f the Application Period are eligible to participate in the Employee Offering (the “Eligible Employees”).

15.6.2 Offer Price The price for the Offer Shares offered in the Employee Offering will be the same as in the Institutional Offering, see Section 15.4.1 “Offer Price”. However, each Eligible Employee will receive a discount of NOK 1,500 on the aggregate amount payable for the Offer Shares allocated to such employee. Each applicant in the Employee Offering will be permitted, but not required, to indicate when ordering 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. 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 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, so long as the Offer Price has been determines on the basis of orders places during the bookbuilding process described above. 15.6.3 Application Period The Application Period during which applications for Offer Shares in the Employee Offering will be accepted will last from 25 November 2013 at 09:00 hours (CET) to 4 December 2013 at 12:00 hours (CET), unless shortened or

• extended. The Company, in consultation with the Manager, may shorten or extend the Application Period at any time,

and extension may be made on one or several occasions. The Application Period may in no event be shortened to expire prior to 12:00 hours (CET) on 3 December 2013 or extended beyond 15:00 hours (CET) on 11 December 2013. In the event of a shortening or an extension of the Application Period, the allocation date, the payment due date and the date of delivery of the Offer Shares will be changed accordingly. 15.6.4 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 999,999 for each applicant. 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 999,999 will be adjusted downwards to an application amount of NOK 999,999. If two or more identical application forms are received from the same investor in the same offering, the

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application form will only be counted once unless otherwise explicitly stated on one of the application forms. Multiple applications will be treated as one application with respect to the discount in the Employee Offering. An Eligible Employee applying for Offer Shares both in the Employee Offering and the Retail Offering will only receive the discount in the Employee Offering. Investors who intend to place an order in excess of NOK 999,999 must do so in the Institutional Offering. 15.6.5 Application procedure and application office Applicants in the Employee Offering must apply for Offer Shares using the Employee Application Form attached to this Prospectus as Appendix E “Application Form for the Employee Offering”. Employee Application Forms, together with this Prospectus, can be obtained from the Company, the Company’s web page www.linkmobility.no, www.swedbank.no

• r the application office set out below.

The application office for applications in the Employee Offering is:

Swedbank First Securities Filipstad Brygge 1 P.O. Box 1441 Vika N-0115 OSLO Norway Tel: +47 23 23 80 00 Fax: +47 23 23 80 11 Web: www.swedbank.no

Employee Application Forms that are incomplete or incorrectly completed, or that are received after the expiry of the Application Period, may be disregarded without further notice to the applicant. Subject to any shortening or extension

• f the Application Period, properly completed Employee Application Forms must be received by the application office

listed above by 12:00 hours (CET) on 4 December 2013, unless the Application Period is being shortened or extended. Neither the Company nor the Manager may be held responsible for postal delays, unavailable fax lines, internet lines

• r 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 15.6.2 “Offer Price” above, all applications made in the Employee Offering will be irrevocable and binding upon receipt of a duly completed Employee Application Form, irrespective of any shortening or extension of the Application Period, and cannot be withdrawn, cancelled or modified by the applicant after having been received by the application office. 15.6.6 Allocation, payment and delivery of Offer Shares The Manager, acting as settlement agent for the Employee Offering, expects to issue notifications of allocation of Offer Shares in the Employee Offering on or about 5 December 2013, by issuing allocation notes to the applicants by mail or

• therwise. Any applicant wishing to know the precise number of Offer Shares allocated to it, may contact the

application office on or about 5 December 2013 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 how many Offer Shares they have been allocated from on or about 5 December 2013. In completing an Employee Application Form, each applicant in the Employee Offering will authorise the Manager 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 Employee Application Form. Accounts will be debited

• n or the Payment Date, and there must be sufficient funds in the stated bank account from and including 10

December 2013. 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 (11 December 2013). Further details and instructions will be set out in the allocation notes to the applicant to be issued on or about 5 December 2013, or can be obtained by contacting the Manager at + 47 23 23 80 00. 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 of 17 December 1976, No. 100, which at the date of this Prospectus is 9.50% per annum. The Manager reserves the right (but has no obligation) to make up to three debit attempts through 17 December 2013 if there are insufficient funds on the account on the Payment Date. Should payment not be made when due, the Offer Shares allocated will not be delivered to the applicant, and the Manager

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reserve the right, at the risk and cost of the applicant (and that the applicant will not be entitled to any profit there from), to at any time cancel the application and to re-allot or otherwise dispose of the allocated Offer Shares, on such terms and in such manner as the Manager may decide. The original 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 or the Manager may enforce payment for any such amount outstanding. 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 11 December 2013. In order to provide for prompt registration of the Offer Shares with the Norwegian Register of Business Enterprises, and so that the Offer Shares may be delivered to applicants in the Offering on a delivery versus payment basis, the Manager will subscribe and pay for the Offer Shares allotted in the Offering at a total subscription price equal to the Offer Price multiplied by the number of Offer Shares, less the total amount of discount in the Retail Offering and the Employee Offering. The Manager’s subscription and payment undertaking shall be limited to an aggregate subscription amount of NOK 30 million. The issue of Offer Shares to the Manager and the sale by the Manager of Offer Shares to investors as described above constitute an integrated sales process where the investors purchase Offer Shares based on this Prospectus, which has been prepared by the Company. The investors will not have any rights or claims against the Manager as seller of Offer Shares. 15.7 Mechanism of allocation It has been provisionally assumed that approximately 80% of the Offering will be allocated in the Institutional Offering and that approximately 20% of the Offering will be allocated in the Retail Offering and the Employee Offering. The final determination of the number of Offer Shares allocated to the Institutional Offering, the Retail Offering and the Employee Offering will only be decided, however, following the completion of the bookbuilding process for the Institutional Offering, based on the level of orders or applications received from each of the categories of investors relative to the level of applications or orders received in the Retail Offering and the Employee Offering. The Company and the Manager reserve the right to deviate from the provisionally assumed allocation between tranches without further notice and at their sole discretion. No Offer Shares have been reserved for any specific national market. In the Institutional Offering, the Company together with the Manager will determine the allocation of Offer Shares. 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, in accordance with normal practice for institutional placements, include factors such as premarketing and management road-show participation and feedback, timeliness of the order, price level, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Company and the Manager further reserve the right, at their sole discretion, to take into account the creditworthiness

• f any applicant. The Company and the Manager may also set a maximum allocation, or decide to make no allocation

to any applicant. Offer Shares may also be allocated to employees of the Manager in the event of oversubscription. In the Retail and Employee Offering, no allocations 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 999,999 will be adjusted downwards to an application amount of NOK 999,999. In the Retail Offering, allocation will be made solely on a pro rata basis using the VPS’ automated simulation procedures. The Company reserves the right to limit the total number

• f applicants to whom Offer Shares are allocated if the Company 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 should decide to limit the total number of applicants to whom Offer Shares are 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. All Eligible Employees will receive full allocation in the Employee Offering for any application for a number of Offer Shares representing an aggregate Offer Price up to and including NOK 100,000. To the extent any applications exceed such amount, the excess number of Offer Shares will be allocated based on the same allocation principles as in the Retail Offering.

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15.8 VPS account To participate 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 on 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. However, non-Norwegian investors may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorised by the Norwegian Ministry of Finance. Establishment of VPS accounts requires verification of identification by the relevant VPS registrar in accordance with the Norwegian anti-money laundering legislation (see Section 15.9 “Mandatory anti-money laundering procedures” below). 15.9 Mandatory anti-money laundering procedures The Offering is subject to applicable anti-money laundering legislation, including the Norwegian Money Laundering Act

• f 6 March 2009 No. 11 and the Norwegian Money Laundering Regulations of 13 March 2009 No. 302 (collectively, the

“Anti-Money Laundering Legislation”). Applicants who are not registered as existing customers of the Manager must verify their identity to the Manager in which the order is placed 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 Application Form or Employee Application Form are exempted, unless verification of identity is requested by the Manager. Applicants who have not completed the required verification of identity prior to the expiry

• f the Application Period may not be allocated Offer Shares.

15.10 Publication of information in respect to the Offering In addition to press releases which will be posted on the Company’s website, the Company will use the Oslo Stock Exchange’s information system to publish information relating to the Offering, such as amendments of the Bookbuilding Period and Application Period if any, the final Offer Price, number of Offer Shares and total amount of the Offering, allotment percentages, and first day of trading. 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 5 December 2013. 15.11 The rights conferred by the Offer Shares The Offer 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, from registration of the Offer Shares with the Norwegian Register of Business Enterprises. For a description of rights attached to the Shares in the Company, see Section 12 “Corporate information and description of share capital”. 15.12 VPS registration The Shares, including the Offer Shares, have been created under the Norwegian Public Limited Liability Companies Act. The Offer Shares are registered in book-entry form with the VPS and have ISIN NO 0010219702. The Company’s register of shareholders with the VPS is administrated by DNB Bank ASA, Registrars Department, N-0021 Oslo, Norway. 15.13 Conditions for completion of the Offering - Listing and trading of the Offer Shares On 23 October 2013 the Company applied for listing of its Shares on Oslo Axess. The board of directors of the Oslo Stock Exchange approved the listing application of the Company on 20 November 2013, conditional upon the Company

• btaining a minimum of 100 shareholders not affiliated with the Company, each holding Shares with a value of more

than NOK 10,000. The Company expects that this condition 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 condition for admission to trading set by the Oslo Stock Exchange, and the Offering will be cancelled in the event that the condition is not satisfied. There can be no assurance that the Company will satisfy this condition. Completion

• f the Offering on the terms set forth in this Prospectus is otherwise only conditional on the Company, in consultation

with the Manager, having approved the Offer Price and the allocation of Offer Shares to eligible investors following the bookbuilding process. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended.

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Assuming that the conditions are satisfied, the first day of trading of the Shares, including the Offer Shares, on Oslo Axess is expected to be on or about 12 December 2013. Applicants in the Retail Offering and/or the Employee Offering selling Offer Shares prior to delivery must ensure that payment for such Offer Shares is made on or prior to the Payment Date, by ensuring that the stated bank account is sufficiently funded on 10 December 2013. Applicants in the Institutional Offering selling Offer Shares prior to delivery must ensure that payment for such Offer Shares is made on or prior to the Payment Date. Accordingly, an applicant who wishes to sell his Offer Shares, following confirmed allocation of Offer Shares, but before delivery, must ensure that payment is made in order for such Offer Shares to be delivered in time to the applicant. Prior to the Listing and the Offering, the Shares are not listed on any stock exchange or authorised market place, and no application has been filed for listing on any other stock exchanges or regulated market places other than the Oslo Stock Exchange. 15.14 Dilution Following completion of the Offering, the immediate dilution for the existing shareholders who do not participate in the Offering is estimated to be 19.80%, based on the assumption that 1,578,947 Offer Shares are applied for and allocated in the Offering. Assuming 1,050,000 Offer Shares are applied for and allocated in the Offering, the immediate dilution is estimated to be 14.10%. 15.15 The Company’s issued share capital following the Offering Following completion of the Offering, assuming that 1,050,000 Offer Shares are applied for and allocated in the Offering, the share capital of the Company will be increased by NOK 1,050,000 to NOK 7,444,250, divided into 7,444,250 Shares with a nominal value of NOK 1 each. 15.16 Net proceeds and expenses relating to the Offering and the Listing The Company will pay to the Manager a fixed fee of NOK 1.2 million if the Company is listed on Oslo Axess, and a management fee of 3% of the gross proceeds for the Offer Shares allocated in the Offering. In addition, the Company will pay an incentive fee of 2% of the gross proceeds for the Offer Shares allocated in the Offering to the extent the Offering is completed based on a market capitalisation of the Company of minimum NOK 100 million prior to the Offering. The transaction costs for the Company related to the Offering and the Listing is estimated to be NOK 8.6 million (including VAT) based on the assumption that 1,050,000 Offer Shares are applied for and allocated in the Offering at the mid-point of the Indicative Price Range, of which approximately NOK 2.36 million are fees and expenses to the

• Manager. Based on the same assumption, the net proceeds will be approximately NOK 14.5 million. For a description
• f the use of such proceeds, see Section 5 “Reasons for the Offering and the Listing”.

No expenses or taxes will be charged by the Company or the Manager to the applicants in the Offering. 15.17 Interests of natural and legal persons involved in the Offering The Manager or its 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. The Manager does not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory

• bligation to do so. The Manager will receive a fee in connection with the Offering and, as such, has an interest in the
• Offering. See Section 15.16 “Net proceeds and expenses relating to the Offering and the Listing” for information on the

fee to the Manager in connection with the Offering and the Listing. Beyond the abovementioned, the Company is not known with any interest of natural and legal persons involved in the Offering. 15.18 Participation of major existing shareholders and members of the Company’s Management, supervisory and administrative bodies in the Offering The Company is not aware of whether any major shareholders of the Company or members of the Company’s Management, supervisory or administrative bodies intend to subscribe for Offer Shares in the Offering, or whether any person intends to subscribe for more than 5% of the Offer Shares.

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15.19 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 Shares (including the Offer Shares) are issued in accordance with the provisions of the Norwegian Public Limited Liability Companies Act. Any dispute arising out of, or in connection with, this Prospectus, the Retail Application Form, the Employee Application Form or the Offering shall be subject to the exclusive jurisdiction of the courts of Norway, with Oslo District Court as legal venue.

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16 SELLING AND TRANSFER RESTRICTIONS 16.1 General 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, 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, 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. 16.2 Selling restrictions 16.2.1 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 in reliance on Rule 144A; 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, the Manager 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

• f the Offer Shares in the United States will be required to make certain acknowledgements, representations and

agreements, as described under Section 16.3.1 “United States”. Any offer or sale in the United States will be made by affiliates of the Manager 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 and in connection with any applicable state securities laws. 16.2.2 United Kingdom The 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

• r 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. 16.2.3 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 as described in this Prospectus, once the Prospectus has been approved by the competent authority in Norway and published in accordance with the EU Prospectus Directive as implemented in Norway, 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) to legal entities which are qualified investors as defined in the EU Prospectus Directive;

SLIDE 80

Link Mobility Group ASA – Prospectus 75

b) 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 Manager for any such offer, or c) 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 or the Manager 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. 16.2.4 Additional jurisdictions The Offer Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into, Canada, Japan, Australia, Hong Kong, 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

• nly be offered pursuant to applicable exceptions from prospectus requirements in such jurisdictions.

16.3 Transfer restrictions 16.3.1 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.

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Link Mobility Group ASA – Prospectus 76

 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.  The purchaser acknowledges that the Company, the Manager and its 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 pursuant to Rule 144A 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), (ii) is aware that the sale to it is being made in reliance on Rule 144A and (iii) 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

• ther 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 resales 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 Manager and its respective advisers will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. 16.3.2 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) 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 Manager 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)

• f 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 Prospectus Directive, or in circumstances in

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Link Mobility Group ASA – Prospectus 77

which the prior consent of the Manager 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

• ffer of those Shares to it is not treated under the EU Prospectus Directive as having been made to such

persons. 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

• ffer 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.

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Link Mobility Group ASA – Prospectus 78

17 ADDITIONAL INFORMATION 17.1 Auditor and advisors The Company’s independent auditor is BDO AS with company registration number 993 606 650, and business address Munkedamsveien 45 A, N-0250 Oslo, Norway. BDO AS is a member of Den Norske Revisorforening (The Norwegian Institute of Public Accountants). Swedbank First Securities (Filipstad Brygge 1, P.O. Box 1441 Vika, N-0115 Oslo, Norway) is acting as bookrunner and Manager for the Offering. Certain legal matters in connection with the Offering will be passed upon by Advokatfirmaet Thommessen AS (Haakon VII’s gate 10, N-0161 Oslo, Norway) acting as legal counsel to the Company. Advokatfirmaet CLP DA (Akersgata 2, N-0158 Oslo, Norway) is acting as legal counsel to the Manager. 17.2 Documents on display Copies of the following documents will be available for inspection at the Company’s offices at Rosenkrantz’ gate 9, N- 0159 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 Company’s Certificate of Incorporation and Articles of Association;  The Group’s audited consolidated financial statements as of and for the six month period ended 30 June 2013, the Group’s audited consolidated financial statements and the Company’s subsidiaries audited financial statements as of and for the years ended 2012 and 2011, and the Group’s unaudited consolidated financial information as of and for the three and nine month periods ended 30 September 2013 and 2012; and  This Prospectus.

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Link Mobility Group ASA – Prospectus 79

18 DEFINITIONS AND GLOSSARY In the Prospectus, the following defined terms have the following meanings:

2010 PD Amending Directive .......... Directive 2010/73/EU amending the EU Prospectus Directive. Anti-Money Laundering Legislation .. The Norwegian Money Laundering Act no. 11 of 6 March 2009 and the Norwegian Money Laundering Regulations no. 302 of 13 March 2009, collectively. app ............................................. Mobile application. Application Period ......................... The application period for the Retail Offering and the Employee Offering which will take place from 09:00 hours (CET) on 25 November 2013 to 12:00 hours (CET) on 4 December 2013, unless shortened or extended. Articles of Association.................... The Company’s articles of association attached as Appendix A of this Prospectus. Board members ............................ Members of the Board of Directors. Board of Directors or the Board ...... The board of directors of the Company. Bookbuilding Period ...................... The book-building period for the Institutional Offering, which is expected to run from 09:00 hours (CET) on 25 November 2013 to 15:00 hours (CET) on 4 December 2013, unless shortened or extended. CET ............................................. Central European Time. Company ..................................... Link Mobility Group ASA. Corporate Governance Code ........... The Norwegian Code of Practice for Corporate Governance dated 23 October 2012. EEA ............................................. The European Economic Area. Eligible Employees ........................ Direct employees of the Company, Link Mobility AS, Link Mobility AB and Link Mobility SIA as of the last date of the Application Period. Employee Application Form ............ The application form to be used to apply for Offer Shares in the Employee Offering, attached to this Prospectus as Appendix E. Employee Offering ........................ An employee offering, in which Offer Shares are being offered to Eligible Employees, subject to a lower limit per application of an amount of NOK 10,500 and an upper limit per application of NOK 999,999 for each investor. EU .............................................. The European Union. EU Prospectus Directive ................. Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, and amendments thereto, including the 2010 PD Amending Directive to the extent implemented in the Relevant Member State. Financial Information .................... The Financial Statements and the Interim Financial Information together. Financial Statements ..................... The audited consolidated financial statements for the Group as of and for the six month period ended 30 June 2013, with comparable figures as of and for the year ended 31 December 2012, and the audited consolidated financial statements for the Group as of and for the years ended 31 December 2012 and 2011. General Meeting ........................... The general meeting of the shareholders in the Company. Group.......................................... The Company taken together with its consolidated subsidiaries. IAS ............................................. International Accounting Standard. IFRS ........................................... International Financial Reporting Standards as adopted by the EU. Indicative Price Range ................... The indicative price range in the Offering of NOK 19 to NOK 25 per Offer Share. Institutional Offering ..................... An institutional offering, in which Offer Shares are being offered (a) to institutional and professional investors in Norway, (b) investors outside Norway and the united States, subject to applicable exemptions from local prospectus requirements, and (c) in the Unites States to QIBs, as defined in, and in reliance on, Rule 144A under the U.S. Securities Act, subject to a lower limit per application of NOK 1,000,000 for each investor. Interim Financial Information ......... The unaudited interim financial information as of and for the three and nine month periods ended 30 September 2013 and 2012. Listing ......................................... This listing of the Shares on Oslo Axess. Management ................................ The senior management team of the Company. Manager ...................................... Swedbank First Securities. Member States ............................. The participating member states of the European Union. MMS ........................................... Multimedia messaging service. NOK ............................................ Norwegian Kroner, the lawful currency of Norway. Non-Norwegian Corporate Shareholders ................................ Shareholders who are limited liability companies and certain similar corporate entities not resident in Norway for tax purposes.

SLIDE 85

Link Mobility Group ASA – Prospectus 80 Non- Norwegian Personal Shareholders ................................ Shareholders who are individuals not resident in Norway for tax purposes. Norwegian Corporate Shareholders . Shareholders who are limited liability companies and certain similar corporate entities resident in Norway for tax purposes. Norwegian FSA ............................. The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet). Norwegian Personal Shareholder..... Shareholders who are individuals resident in Norway for tax purposes. Norwegian Public Limited Companies Act ............................. Norwegian Public Limited Liability Companies Act of 13 June 1997 No 45. Norwegian Securities Trading Act .... The Norwegian Securities Trading Act of 28 June 2007, no. 75 (Nw.: verdipapirhandelloven). Offering ....................................... The offering including the Institutional Offering, the Retail Offering and the Employee Offering taken together. Offer Price ................................... The final offering price for the Offer Shares in the Offering. The Offer Price may be set above or below the Indicative Price Range. Offer Shares ................................ The shares offered pursuant to the Offering. Order .......................................... The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended. Oslo Stock Exchange ..................... Oslo Børs ASA. Oslo Axess ................................... Oslo Axess, a regulated market place owned and operated by the Oslo Stock Exchange. Payment Date .............................. The payment date for the Offer Shares, expected to be on 11 December 2013. Prospectus ................................... This Prospectus dated 22 November 2013. QIBs ........................................... Qualified institutional buyers as defined in Rule 144A. Regulation S ................................ Regulation S under the U.S. Securities Act. Relevant Member State ................. Each Member State of the European Economic Area which has implemented the EU Prospectus Directive. Relevant Persons ......................... Persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Order or (ii) high net worth entities, and other persons to whom the Prospectus may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order. Restricted Shares ......................... Offer Shares purchased in the Offering inside the US. Retail Application Form .................. The application form to be used to apply for Offer Shares in the Retail Offering, attached to this Prospectus as Appendix D. Retail Offering .............................. A retail offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of an amount of NOK 10,500 and an upper limit per application of NOK 999,999 for each investor. Rule 144A .................................... Rule 144A under the U.S. Securities Act. Share(s) ...................................... Means the shares of the Company, each with a nominal value of NOK 1, or any one of them, including the Offer Shares. SMS ............................................ Short message service. U.S. or United States .................... The United States of America. U.S. Exchange Act ........................ The U.S. Securities Exchange Act of 1934, as amended. U.S. Securities Act ........................ The U.S. Securities Act of 1933, as amended. USD or U.S. Dollar ........................ United States Dollars, the lawful currency of the United States. VPS ............................................. The Norwegian Central Securities Depository (Nw.: Verdipapirsentralen). VPS account ................................. An account with VPS for the registration of holdings of securities.

SLIDE 86

A 1

APPENDIX A: ARTICLES OF ASSOCIATION

SLIDE 87

A 2 (OFFICE TRANSLATION) ARTICLES OF ASSOCIATION for Link Mobility Group ASA (as of 11 November 2013) § 1 The name of the Company is Link Mobility Group ASA. The company is a public limited liability company. § 2 The company’s registered office is in the municipality of Oslo, Norway. § 3 The objective of the Company is to develop and operate software for mobile telephone services to private and public businesses. § 4 The Company’s share capital is NOK 6,394,250, divided into 6,394,250 shares, each with a nominal value of NOK 1. § 5 The board of directors shall consist of a minimum of three and a maximum seven members according to the decision

• f the general meeting. The chairman of the board of directors is elected by the general meeting.

§ 6 The company shall have a nomination committee. The nomination committee shall consist of three members who are shareholders or representatives of shareholders and shall be independent of the board of directors and the

• management. The members of the nomination committee, including the chairman, are elected by the general meeting

for a term of two years. The nomination committee shall give recommendations for the election of shareholder elected members of the board

• f directors and the member of the nomination committee. The remuneration to the members of the nomination

committee is determined by the general meeting. The general meeting may adopt instructions for the nomination committee. § 7 Two members of the board of directors may jointly represent, and sign on behalf of, the company. § 8 Documents relating to matters to be dealt with by the company’s general meeting, including documents which by law shall be included in or attached to the notice of the general meeting, do not need to be sent to the shareholders if such documents have been made available on the company’s internet site. A shareholder may nevertheless request that documents which relate to matters to be dealt with at the general meeting, is sent to him/her. The annual general meeting shall address and decide upon the following matters:

• Approval of the annual accounts and the annual report, including distribution of dividend.
• Any other matters which are referred to the general meeting by law or the articles of association.

SLIDE 88

B 1

APPENDIX B: FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013 AND THE YEARS ENDED 31 DECEMBER 2012 AND 2011

SLIDE 89

B 2

Link Mobility Group

Page 1 Consolidated Profit and Loss NOTE (NOK 1,000) 01/01 - 30/06/2013 2012 3 Revenues 66,782 144,290 Total operating revenues 66,782 144,290 4 Cost of services rendered 44,495 97,932 5, 6, 20, 21 Payroll 11,979 24,465 7, 8 Depreciation and amortization 2,936 5,834 9 Other operating expenses 4,703 7,654 Total operating expenses 64,114 135,886 Operating profit 2,668 8,405 10 Interest income 6 184 10 Other financial income 169 263 10 Interest expense 182 300 10 Other financial expense 106 409 Net financial items

• 112
• 262

Profit (loss) before tax 2,556 8,143 11 Income tax expense (income) 808

• 3,966

PROFIT (LOSS) FOR THE YEAR 1,748 12,109 Earnings per share (NOK/Share) 12 Basic earnings per share 0.028 0.1908 12 Diluted earnings per share 0.027 0.1908 Profit attributable to; Owners of the company 1,748 12,109 Statement of comprehensive income NOTE (NOK 1,000) 01/01 - 30/06/2013 2012 Profit for the year 1,748 12,109 Exchange rate differences Group 459

• 146

Total comprehensive income for the period 2,207 11,963 Total comprehensive income attributable to; Owners of the company 2,207 11,963 The notes are an integral part of these consolidated financial statements. Expected final figures

Link Mobility Group

Financial statements for Link Mobility Group 30th June 2013

Prepared in accordance with IFRS

SLIDE 90

B 3

Link Mobility Group

Page 3

Link Mobility Group

Page 2 Consolidated Balance Sheet NOTE (NOK 1,000) 30/06/2013 31/12/2012 01/01/2012 ASSETS Non-current assets 11 Deferred tax asset 6,165 6,344 1,835 7 Intangible assets 16,687 18,620 24,182 8 Equipment and fixtures 744 828 785 Total non-current assets 23,596 25,792 26,801 Current assets 14, 15 Trade receivables and other receivables 33,884 37,915 39,662 14, 16 Cash and cash equivalents 12,719 13,518 8,021 Total current assets 46,603 51,433 47,683 TOTAL ASSETS 70,199 77,225 74,485 NOTE (NOK 1,000) 30/06/2013 31/12/2012 01/01/2012 EQUITY AND LIABILITIES Equity 17 Share capital 6,347 6,347 5,347 Share premium 27,320 27,320 22,320 Uncovered losses

• 1,287
• 4,053
• 16,015

Total equity 32,380 29,614 11,652 Short term liabilities 14, 18, 22 Borrowings 5,372 5,195 700 14 Debt relating to acquisition of subsidiary 213 2,865 13,400 14, 19, 21 Trade and other payables 31,555 39,150 48,673 11 Tax payable 679 401 60 Total short term liabilities 37,819 47,611 62,833 Total liabilities 37,819 47,611 62,833 TOTAL EQUITY AND LIABILITIES 70,199 77,225 74,485 The notes are an integral part of these consolidated financial statements. Expected Final Figures

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B 4

Link Mobility Group

Page 5

Consolidated Accounts Consolidated Cash Flow Statement NOTE (NOK 1,000) 01/01 - 30/06/2013 2012 CASH FLOWS FROM OPERATING ACTIVITIES: Profit (loss) before tax 2,556 8,143 11 Taxes paid

• 328
• 7, 8

Depreciation and amortisation 2,936 5,834 5, 21 Adjustment for share-based payments 567

• 12

10 Net interest in profit and loss 176 116 10 Interest received 6 184 10 Interest paid

• 5
• 105

15 Change in trade receivable and other receivables 4,031 1,747 19 Change in trade and other payables

• 7,501
• 9,773

Net cash flow from operating activities 2,438 6,134 CASH FLOWS FROM INVESTING ACTIVITIES: 8 Proceeds from sale of intangible assets

• 105

8 Purchase of tangible assets

• 90
• 421

7 Purchase of intangible assets

• 751
• Net cash flow from investing activities
• 841
• 316

CASH FLOWS FROM FINANCIAL ACTIVITIES: 18 Proceeds from borrowings

• 5,000

18 Repayment of borrowings

• 700

14 Payments of debt relating to acquisition of subsidiary

• 2,652
• 10,535

17 Proceeds from issuing new shares

• 6,000

Net cash flow from financial activities

• 2,652
• 235

Foreign exchange effect on cash 256

• 86

Net change in cash and cash equivalents

• 799

5,497 16 Cash and cash equivalents at 1 January 13,518 8,021 Cash and cash equivalents at 30 June/31 December 12,719 13,518 The notes are an integral part of these consolidated financial statements.

Link Mobility Group

Page 4

Statement of changes in equity Ordinary Share Uncovered Total (NOK 1,000) Note shares premium losses Total equity Balance at 1 January 2012 - NGAAP 5,347 22,320

• 20,460

7,207 7,207 Total impact of change to IFRS

• 4,445

4,445 4,445 Balance at 1 January 2012 - IFRS 17 5,347 22,320

• 16,015

11,652 11,652 Profit/loss for the year

• 12,109

12,109 12,109 Issue of share capital 1,000 5,000

• 6,000

6,000 Currency translation differences

• 146
• 146
• 146

Balance at 31 December 2012 17 6,347 27,320

• 4,053

29,614 29,614 Profit/loss for the year

• 1,748

1,748 1,748 Value of employee services 5, 21

• 559

559 559 Currency translation differences

• 459

459 459 Balance at 30 June 2013 17 6,347 27,320

• 1,287

32,380 32,380 The notes are an integral part of these consolidated financial statements. Attributable to the owners of the parent

SLIDE 92

B 5

Link Mobility Group

Page 7 Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates are recognized in the period when the changes occurred, if they only apply to that period. If the changes also apply to future periods, the effect will be distributed between the current period and future periods. a) Deferred tax asset The group recognizes deferred tax assets on its balance sheet insofar as it is probable that there will be taxable income in the future. Based on an updated estimate of future taxable income deferred tax assets previously written down was reversed through profit and loss in 2012. b) Estimated impairment of goodwill and other intangible assets The group performs annual tests to assess the value of goodwill and other intangible assets. Goodwill was written down prior to the opening balance according to IFRS and after converting to IFRS only the

• ther intangibles are monitored. The recoverable amounts depend upon cash flow estimates,

estimated terminal value and factors like the relevant discount rate. c) Fair value of derivatives and other financial instruments Any fair value not observable in an active market place needs to be estimated. An overview of financial instruments to fair value can be found in note 14. 1.6. NEW STANDARDS; INTERPRETATIONS AND AMENDMENTS NOT YET EFFECTIVE The following standards, interpretations and amendments have been issued but are not yet adopted by Link Mobility Group Standard, Amendments or interpretations Effective date IFRS 10 Consolidated financial statements 01.01.2014 in accordance with EU endorsement IFRS 11 Joint Arrangements 01.01.2014 in accordance with EU endorsement IFRS 12 Disclosure of interests in other entities 01.01.2014 in accordance with EU endorsement Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) 01.01.2014 Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) 01.01.2014 Recoverable Amount Disclosure for Non-Financial Assets (Amendments to IAS 36) 01.01.2014 IFRIC 21 Levies 01.01.2014 IFRS 9 Financial instruments 01.01.2015 None of these new standards, amendments and interpretations are expected to have material impact on the measurement and presentations principles applied by Link Mobility Group. Some of them will have an effect on the disclosures included in the financial statements. The group has not yet completed the detail analysis to the changes in disclosure requirements resulting from these new standards, amendments and interpretations.

Link Mobility Group

Page 6

Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Link Mobility Group AS is a private limited company registered in Norway. The Group’s headquarter is located in Oslo, Norway. LINK Mobility Group helps companies to communicate by mobile phone with their customers. With our services for mobile dialogue, marketing and mobile payment systems, our customers strengthen their customer relations – for better results, faster contact and greater loyalty. The financial statements were approved by the Board 23.10.2013. 1.1. BACKGROUND FOR THESE FINANCIAL STATEMENTS The reporting period is shorter than 12 months, as the financial statement is a part of an application for listing on Oslo Axess. The reporting period is not comparable with the consolidated financial statement for financial year 2012. Prior financial statements for the group are prepared in accordance with NGAAP (General accepted accounting principles in Norway) and the financial statements for 2013 will be the first financial statements for the group prepared in accordance with IFRS. These financial statements are prepared to give the users information using the same principles, format and detail that will be applied in future financial statements. 1.2. TRANSITION TO IFRS The financial statements for 2013 will be the first financial statements prepared in accordance with IFRS. The opening balance under IFRS is prepared as of 01.01.2012. The opening balance under IFRS is prepared by applying the accounting principles retrospectively with the exceptions given in IFRS 1. The effect of the transition to IFRS is described in detail in note 26. 1.3. BASIS OF PREPARATION Link Mobility Group converted from NGAAP to IFRS in 2013. The consolidated financial statements of Link Mobility Group for the period 01.01.2013 – 30.06.13 have been prepared in accordance with IFRS as adopted by the European Union (EU), effective from 01.01.2013. Consolidated financial statement has been prepared on the basis of historical cost. The consolidated financial statements are prepared using uniform accounting policies for similar transactions and occurrences, under ordinarily equal conditions. 1.4. CLASSIFICATION Assets/liabilities relating to the operating cycle and items due for payment within 1 year after the balance- sheet date are classified as current assets/current liabilities. Other items are non-current. 1.5. ESTIMATES AND JUDGEMENTS Preparation of financial statement in accordance with IFRS requires management to make assessments and estimates, and to make assumptions that affect the application of the accounting policies and recognized amounts of assets and liabilities, income and expenses. Future events may cause these estimates to change. Estimates and associated assumptions are based on historical experience and other reasonable factors, included expectations of future events that are believed to be reasonable under the current circumstances. These calculations form the basis for assessment of the book value of assets and liabilities that are not clearly apparent from other sources. Actual results may differ from these estimates. Areas in which such estimates are significant include intangible assets and tangible fixed assets.

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Page 9 1.9. REVENUES Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for services rendered, stated net of discounts, value add taxes and when the group is acting as an agent; amounts collected on behalf of the principal. The group recognizes revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and the services are rendered. In order to determine whether the group is acting as a principal or an agent the risks and rewards associated with the service in question are assessed. The group helps companies to communicate by mobile phone with their customers. In order to be able to render the services the group need to obtain services from one or more telecommunication operators. The services rendered can be split into the following four groups. Dialogue services The group’s platform enables the customer to have two-way dialogue with end users. The group’s platform include a wide range of services, for example vote, newsletter, inbox, quiz, club, voucher and CRM

• solutions. The group has the primary responsibility for providing these kinds of services to the customer

and has latitude in establishing prices. For this group of services Link Mobility faces the predominant part

• f risks and rewards and is acting as the principal. As a consequence of this, revenue is presented gross.

Payment services Link is offering payment solutions where the customer can get their customers (the end user) to pay for goods or services by charging their mobile phone account or credit/debit card. As payment for their services Link are entitled to an agreed amount. For this group of services Link is acting as an agent. As a consequence only the margin or cut of the processed transactions are recognized as revenue. License The group’s customers pay a fixed monthly fee for getting access to the platform service. No proprietary rights are transferred to the customer. The revenue is recognized monthly throughout the duration of the license agreement. Consulting services The group delivers tailored solutions to some clients. Revenue is recognized when the work is performed. 1.10. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash in hand and bank deposits. Cash equivalents are short-term investments that can be converted into a known amount in cash within three months and which contain insignificant risk element. 1.11. TRADE AND OTHER RECEIVABLES Trade and other receivables are recognized at their nominal value, which equals their amortized cost due to their short economic life, taking bad debts into account. Should there be any objective evidence of a fall in value, the difference between the recognized value and the present value of future cash flows is charged to expenses.

Link Mobility Group

Page 8 1.7. PRESENTATION CURRENCY The Group’s presentation currency is Norwegian kroner, which is also the parent company’s functional currency. Transactions and balances in foreign currency Transactions in foreign currency are converted at the exchange rate on the transaction date. Monetary items in foreign currency are converted to NOK using the exchange rate at the balance sheet date. Non- monetary items measured at historical cost expressed in foreign currencies are converted into NOK using the exchange rate on the transaction date. Non-monetary items measured at fair value expressed in foreign currencies, are converted at the exchange rate determined at the balance sheet date. Changes in exchange rates are recognized in the accounting period. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement as financial items. All other foreign exchange gains and losses are presented net in the income statement as other operating expenses. Activities abroad Assets and liabilities in foreign companies, whose functional currency differ from the presentation currency, are converted to NOK using exchange rate at the balance sheet date. Income and expenses from foreign companies are converted to NOK using the weighted average rate of exchange (if the average is not a reasonable estimate of the cumulative effects of using transaction rate, transaction rate is used). All resulting exchange differences are recognized in the comprehensive income. 1.8. CONSOLIDATION POLICIES The consolidated financial statements show the total financial results and financial position of the parent company, Link Mobility Group AS, and the companies in which Link Mobility Group AS has control. Controls is normally achieved when the group owns, either directly or indirectly, more than 50 per cent of the shares in the company or is able to exercise actual control over the company. The consolidated financial statements have been prepared using uniform accounting principles for similar transactions and other events all through the group, provided the circumstances are otherwise the same. Items in the income statement and balance sheet have been classified according to uniform definitions. All intercompany transactions and balances, including internal profits and unrealized gains and losses have been eliminated. The following subsidiaries are 100% owned by Link Mobility Group AS, and are fully consolidated line by line in the consolidated financial statement: Link Mobility AS Link Mobility AB Link Mobility SIA The acquisition method has been used for recognizing acquired enterprises. The consideration paid is measured at fair value of the transferred assets, liabilities incurred and issued equity instruments. Included in the consideration is also fair value of all contingent considerations. Expenses related to the business combination are recorded in the financial statements as they incur. Identifiable assets and liabilities are recorded in the financial statements at fair value at the time of acquisition. Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest

• ver the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair

value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss.

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Page 11 1.14. IMPAIRMENTS An asset is impaired if the carrying amount of an assessment entity exceeds the unit’s recoverable

• amount. The recoverable amount is the higher of the fair value less sales costs and the value in use,

where the value in use is the present value of estimated cash flows relating to future use. If the cash flow relating to the individual asset is independent of cash flows relating to other assets, the individual asset comprises the assessment entity. If not, an assessment entity is created at a higher level and called a cash-generating unit. A cash-generating unit can also include goodwill and share of common assets, and is to be consistently applied over time. The Group calculates future cash flows based on estimated results (forecasts and long-term plans) over a five-year forecast period adjusted for depreciation, amortization, investments and changes in working

• capital. The extrapolation period contains an extrapolation of the cash flows after the forecast period, use

a constant growth rate. The present value of the cash flow is calculated using a weighted rate of return on the total assets and is a pre-tax rate. With the exception of goodwill, impairment losses recognized in income statements for previous periods are reversed if there is information that the need to write-down no longer exists or no longer is as great. However, reversal will not take place if the reversal leads to the recognized value exceeding what the recognized value would have been if normal depreciation/amortization periods have been used. 1.14.1. IMPAIRMENTS: GOODWILL AND OTHER INTANGEBLE ASSETS Goodwill, intangible fixed asset with an indefinite economic life and intangible assets that are currently being developed are subject to an annual impairment test, irrespective of whether or not there are any indications of a fall in value. 1.14.2. IMPAIRMENTS: FINANCIAL INSTRUMENTS Financial assets which are assessed at their amortized cost are written down when it is probable that the company will not collect all the amounts due to contractual factors relating to loans and receivables. The impairment is recognized in the income statement. Any reversal of previous impairment is recognized if a decline in the need to recognize impairment can be related to an event which took place after the impairment took place. Such a reversal is presented as an income. However, an increase in the balance sheet value is only recognized to the extent that it does not exceed what the amortized cost would have been if no impairment had taken place. 1.15. PROVISIONS A provision is recognized when the Group has an obligation as a result of a past event, and it is likely that there will be a financial settlement as a result of this obligation, and the amount can be reliably. If the effect is significant the provision is calculated by discounting future cash flows using a discount pre-tax rate that reflects market assessments of time, value of money and, if relevant, risks specific related to the

• bligation. Provisions are reviewed on each balance sheet date and their level reflects the best estimate of

the liability. Changes in fair value are recognized in the income statement. 1.16. EMPLOYEE BENEFITS Pensions The Group operates a defined contribution plan. A defined contribution plan is a pension plan under which the Group pays fixed contributions to a separate entity. The Group has no legal or constructive obligations to pay further contributions to the pension plan for benefits relating to employee service in the current and

Link Mobility Group

Page 10 1.12. EQUIPMENT AND FIXTURES Equipment and fixtures are recognized in the balance sheet at their acquisition cost after accumulated depreciation and write-downs. When assets are sold or disposed of, the carrying value is reversed in the accounts, and any gain or loss is recognized in P&L. The cost price of Equipment and fixtures is their purchase price, including duties/taxes and direct acquisition costs related to making the fixed asset in condition ready for use. Expenses incurred after the asset is put to use, such as ongoing maintenance, are charged to expenses, while other expenses that are expected to generate future economic benefits are recognized in the balance sheet. Equipment and fixtures are depreciated linear over the expected useful life from the time the asset is put into ordinary operations. 1.13. INTANGIBLE ASSETS Intangible assets are recognized in balance sheet if it is likely that the expected future economic benefits attributable to the asset are expected to flow to the company and the assets acquisition cost can be measured reliably. Intangible assets with limited useful live are measured at their acquisition cost, subtracted accumulated amortizations and impairments. Amortizations follow the linear method over the estimated useful life. Useful life and amortization method are reviewed annually. Goodwill and other intangible assets with an indeterminate useful economic life are not amortized, but are tested annually for impairment at balance sheet date. Refer to more detailed description under “Impairments”. Intangible assets that have not been taken into use are also tested for impairments. 1.13.1. INTANGIBLE ASSETS: GOODWILL The difference between acquisition cost by purchase and fair value of net identifiable assets at the time of acquisition is classified as goodwill. Goodwill is recognized in the balance sheet at acquisition cost, subtracted any accumulated impairments. 1.13.2. INTANGIBLE ASSETS: FINANCIAL ASSETS Loan and receivables are non-derivate financial assets with fixed payments not traded in an active market. They are classified as current assets, except for maturities greater than 12 months after balance sheet date, in which case they are classified as non-current assets. 1.13.3. INTANGIBLE ASSETS: CUSTOMER RELATIONSHIP Customer relationship acquired in business combinations is recognized in the balance sheet at fair value at the time of acquisition. The customer relationships have limited useful life and are stated at acquisition cost subtracted accumulated amortization. Linear amortization is carried over expected useful life. 1.13.4. INTANGIBLE ASSETS: RESEARCH AND DEVELOPMENT Expenses related to research activities are expensed as incurred. Expenses related to development activities are capitalized if the product or process is technically and commercially feasible, and the group has adequate resources to complete the development. Expenses capitalized include material cost, direct wage costs and a share of directly attributable overhead

• costs. Capitalized development costs are stated at acquisition cost subtracted accumulated amortization

and impairments.

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Page 13 A deferred tax asset is recognized when it is probable that the company will have sufficient earnings before tax to utilize the deferred tax asset. Deferred tax and deferred tax asset that can be capitalized are recognized at their nominal value and netted in the balance sheet. Tax payable and changes in deferred tax are directly included in comprehensive income or recognized in equity to the extent that they relate to factors that have been included or recognized this way. 1.19. SEGMENTS The financial reports used by Link Mobility Group’s highest decision maker have not been divided into segments; the complete consolidated financial statements are used for internal reporting. The company’s highest decision maker, who is responsible for allocation of resources and assessing the performance of the group, is the Board of Directors. 1.20. EVENTS OCCURING AFTER THE BALANCE SHEET DATE New information regarding the company’s financial position received after the balance sheet date is recognized in the financial statement. If the information does not affect the company’s position on the balance sheet day but which will affect the company’s future financial position significantly, it is disclosed. 1.21. CASH FLOW STATEMENT The cash flow statement has been prepared on the basis of the indirect model. Cash and cash equivalents consist of liquid assets linked to the sales network. (All figures described in the notes are in NOK thousands unless otherwise stated).

Link Mobility Group

Page 12 prior periods. The contributions are recognized as employee benefit expenses when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available. All the Group companies have pension schemes that satisfy the provisions of the Act on mandatory

• ccupational pensions, for all employees.

Share based payment Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the consolidated statement of comprehensive income over the vesting period. Non- market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non- vesting condition is not satisfied. Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the consolidated statement of comprehensive income over the remaining vesting period. Where equity instruments are granted to persons other than employees, the consolidated statement of comprehensive income is charged with the fair value of goods and services received. The Group also operates a phantom share option scheme (a cash settled share-based payment), name synthetic shares. This is part of its incentive scheme, the Group has a bonus agreement with senior executives in Norway and Sweden. The employees in the bonus program will be entitled to a cash bonus. The cash amount equals the change in fair value of a defined number of share, from grant date to closing date of the bonus scheme. The vested portion of the bonus is measured at fair value at each balance sheet date. The fair value of rights vested during the current period and the change in fair value of vested rights prior periods are recognized as payroll expenses in profit and loss. When fully vested the amount is carried in the balance sheet until actual settlement occur. 1.17. BORROWINGS Borrowings are recognized as the net funds received after deducting transaction costs. The loans are then recognized at their amortized cost using the effective interest method. Amortized cost means the amount the financial obligation is valued at when establish, less payments, plus effective interest. 1.18. TAXES Tax expenses consist of tax payable for the period and changes in deferred tax/tax assets. Taxes payable are calculated on the basis on earnings before tax. Net deferred tax/deferred tax assets are calculated on temporary differences between accounting and tax value and tax loss carried forward at the end of the financial year, with the exception of deferred tax arising from initial recognition of tax non-depreciable goodwill. Deferred income 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 income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

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Page 15

Note 3 – Revenue and segment reporting

The financial reports used by Link Mobility Group’s highest decision maker have not been divided into segments. The table below shows the revenues generated, by countries and areas. The figures are presented in NOK 1,000. Revenues pr countries 01/01-30/06 2013 2012 Norway 39,956 95,761 Sweden 24,417 44,647 Latvia 2,408 3,882 Total 66,782 144,290 Revenues by area of business 01/01-30/06 2013 2012 Transactions 30,735 62,201 Payments 28,383 69,467 Licenses 5,623 6,188 Consulting services 1,612 4,005 Other 430 2,428 Total 66,782 144,290

Link Mobility Group

Page 14

Note 2 - FINANCIAL RISK FACTORS

Foreign exchange risk The Group is exposed to changes in the value at NOK relative to other currencies. The carrying amount of the Group’s net investment in foreign entities (Sweden, Latvia) varies with changes in the value of NOK compared to other currencies. The net income of the Group is also affected by changes in exchange rates, as the profit and losses from foreign operations are translated into NOK using the average exchange rate for the period. Exchange rate risk also arises when Link or any of its subsidiaries enter into transactions denominated in

• ther currencies than their own functional currency.

Interest rate Interest income and interest expenses in the income statement are influenced by changes in interest rates in the market. Link’s interest rate risk is mainly linked to Group’s debt portfolio. This type of risk is managed at the corporate level. The Group’s goal is that the interest cost shall follow the general development in the money market, but fixed interest loans and fixed rate agreements can be entered into to a certain degree when there is risk for abnormally high money market interest rates, and financial advantages can be expected from fixed interest rate terms. Link had none fixed interest rate loans neither at December 31 2012 nor January 30

• 2013. Link has two loans totalling MNOK 5, both with floating interest rate, and both with maturity within 1

year. Credit Risk The Group has limited credit risk relating to one individual contracting party, or several contracting parties that can be regarded as one group due to similarities in credit risk. The Group has guidelines to ensure that sales only are made to customers with high credit rating. Customers having low credit rating have to pre pay for services from Group. The Group’s credit risk related to trade receivables is assessed to be limited due to the high number of customers into the Group’s customers’ base. As such, no further credit risk provision is required in excess of the normal provision for bad and doubtful receivables. See note 15 for information on receivables in terms of age distribution and provision for bad debt. Since the Group has no financial assets outside the balance sheet, the maximum risk exposure is represented by the balance sheet value of the financial assets. The Group therefore consider its maximum risk exposure to be the balance sheet value of its accounts receivables. Liquidity risk Liquidity risk is the risk that the Group is unable to meet its financial obligations when they mature, resulting in default. As of 31.12.12 and 30.06.13 the Group had two loans totalling MNOK 5 with maturity within 1 year. The Group has no credit facilities. Subsidiaries are not allowed to raise external financing, but receive funding from the Group. The Group subsidiaries participate in the Group’s cash pool system. Debt covenants Link Mobility has no debt covenants.

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Page 17

Note 6 – Remuneration of the Board of Directors and Executive Management

Total Compensation June 30, 2013 *Through the company "Futurum Capital AS", the hired CEO has entered into a consulting agreement that provides a maximum monthly fee of TNOK 150 before bonuses. The agreement was signed in April 2013. The Board of Directors will assess whether Futurum Capital AS should receive a bonus for the consultant services rendered. The bonus will be assessed February 1, 2014 at latest for the first time, and annually

• thereafter. The bonus is to compensate for extraordinary effort and results.

According to the agreement Futurum Capital AS has a right to buy 3 million warrants in Link Mobility Group AS. The right must be exercised within August 31, 2013. The warrants strike price is 0.60 per share with a term of 3 years. Futurum Capital AS is to pay a fee of TNOK 277 for the right to buy warrants. The difference between the fee and the fair value calculated for IFRS purposes (based on the Black and Scholes model) is included in payroll expenses as a sign on fee at grant date. See further description in note 21. The hired CEO was replaced by Johan Andersen in October 2013, but will still work with the group as a consultant. On June 6 2009, the COO received 1,000,000 synthetic shares where he will receive a bonus based on how the shares in the company develop compared to the initial value (exercise price) which is NOK 0.50 per share. As of June 30 the value of synthetic shares held by the COO is NOK 102 874, unchanged from December 31 2012, as they were fully vested in 2012. See further description in note 21. The CFO of the group does not participate in the above mentioned incentive schemes. The Board of Directors Fee Salary Pension Expense Charman of the board

• Members of the board
• Total board of directors
• Executive Management

Fee Salary Pension Expense CEO* 132

• CFO
• 500

8 COO

• 540

9 Total Executive Management 132 1,040 17

Link Mobility Group

Page 16

Note 4 – Cost of services rendered

Cost of services rendered relates to the cost of sales of the different services that the Group provides. The expenses are divided between the different services as shown in the table below.

Note 5 – Payroll expenses and number of employees

Cost of service 01/01 - 30/06/2013 2012 Transactions 23,732 48,063 Payments 18,481 45,752 Licenses 1,889 2,900 Consulting services

• 152

Refund 393

• Other CoS
• 1,065

Total 44,495 97,932

(NOK 1,000) 01/01- 30/06 2013 2012 Wages and salaries 8,568 21,259 Social security tax 2,056 2,090 Share-based payments (see note 21) 567

• 12

Pension costs (see note 20) 383 398 Other benefits 406 730 Total 11,979 24,465 11,333 24,478 Average number of employees during the year 39 30 The tables below specify the average number of employees allocated geographically Country 01/01- 30/06 2013 2012 Norway 23 20 Sweden 11 6 Latvia 5 4 Total 39 30 Specified by gender 01/01- 30/06 2013 2012 Men 34 26 Women 5 4 Total 39 30

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Page 19 Impairment exists if the book value of an assessment entity including goodwill exceeds the recoverable amount.

Note 8 – Tangible assets

Estimated useful life, depreciation plan and residual value are as follows: (NOK 1,000) Office Machines At 1 January 2012 Cost 3,242 Accumulated depreciation 2,458 Net book amount 785 Year ended 31 December 2012 Opening net book amount 785 Additions 421 Depreciation charge 378 Closing net book amount 828 At 31 December 2012 Cost 3,663 Accumulated depreciation 2,835 Net book amount 828 Office Machines At 1 January 2013 Cost 3,663 Accumulated depreciation 2,835 Net book amount 828 30 June 2013 Opening net book amount 828 Additions 90 Depreciation charge 83 Translation differences

• 91

Closing net book amount 744 At 30 June 2013 Cost 3,753 Accumulated depreciation 3,009 Net book amount 744 Economic life 3-5 years Depreciation plan Linear Residual value

• Link Mobility Group

Page 18

Note 7 – Intangible assets

Estimated useful life, depreciation plan and residual value are as follows: R&D, Customer contracts and Software For intangible assets that have a finite useful life, the amortisation period is 5 years. The amortisation for the year is presented in the income statement in the line for depreciation. Impairment Intangible assets that have an indefinite useful life, such as goodwill, are subjected to an annual impairment test. Impairment tests are conducted more frequently if there are indications of a reduction in value. Goodwill is allocated to cash-generating units in order to assess the need for impairment. Allocation takes place based on an evaluation of the cash flows related to the operations to which the goodwill pertains. If the cash flow is independent of cash flows related to other entities, the individual operations comprise the assessment entry. If not, goodwill is allocated to an assessment entity at a higher level. (NOK 1,000) R&D Customer Contracts Software Goodwill Total At 1 January 2012 Cost 3,117 7,000 15,000 5,100 30,217 Accumulated amortisation and impairment 935 - - 5,100 6,035 Net book amount 2,182 7,000 15,000

• 24,182

Year ended 31 December 2012 Opening net book amount 2,182 7,000 15,000

• 24,182

Disposals 105

• - - 105

Amortisation charge 1,056 1,400 3,000

• 5,456

Closing net book amount 1,020 5,600 12,000

• 18,620

(NOK 1,000) R&D Customer Contracts Software Goodwill Total At 1 January 2013 Cost 3,012 7,000 15,000 5,100 30,112 Accumulated amortisation and impairment 1,991 1,400 3,000 5,100 11,491 Net book amount 1,020 5,600 12,000

• 18,620

30 June 2013 Opening net book amount 1,020 5,600 12,000

• 18,620

Additions 751

• - - 751

Amortisation charge 653 700 1,500

• 2,853

Translation differences 169

• - - 169

Closing net book amount 1,287 4,900 10,500

• 16,687

Economic life 5 years 5 years 5 years Indefinite Depreciation plan Linear Linear Linear Linear Residual value

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Page 21

Note 11 – Taxes

*Different tax rate is due to Sweden where the tax rate was 26.3 % in 2012 and 22% in 2013. 01/01 - Income Taxes 30/6/2013 2012 Current tax 591 530 Deferred tax 218

• 4,496

Income tax expense (income) 808

• 3,966

Current tax on profits for the year 591 530 Current tax 591 530 Deferred tax due to changes in temporary differences 218 2,039 Tax losses carried forward not previously recognised

• 6,535

Deferred tax 218

• 4,496

Effective tax rate 31.6 %

• 37.8 %

Recognition of the effective tax rate with the Norwegian tax rate: Profit before tax 2,556 8,143 Expected tax expense using nominal tax rate (28 %) 716 2,280 Non deductible expenses/income 240 325 Effect from different tax rate in other countries *

• 147
• 36

Tax loss carried forward not previously recognised

• 6,535

Income tax expense (income) 808

• 3,966

Changes in deferred taxes recorded directly in comprehensive income Translation differences 78

• 41

Sum 78

• 41

Changes in deferred tax balances 01/01/2012 31/12/2012 Recognised in equity 30/06/2013 Tangible fixed assets

• 5,591
• 4,372
• 3,813

Receivables 777 14

• Other
• 86
• 265
• 225

Tax losses carried forward 13,269 10,968 78 10,203 Tax losses carried forward not recognised

• 6,535
• Sum deferred tax

1,835 6,344 78 6,165 Sum deferred tax asset 1,835 6,344 6,165 Sum deferred tax liability

• Link Mobility Group

Page 20 Residual values 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 Note 10 – Financial items

(N OK 1,000) 01/01-30/06 2013 2012 Audit fee 71 405 Other services 103 297 Total 174 701 (N OK 1,000) 01/01 - 30/06 2013 2012 Interest income 6 184 Other financial income 169 263 Interest expense 182 300 Other financial expense 106 409 N et financial items

• 112
• 262

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Page 23

Note 13 – Investments in subsidiaries

30/06/2013 Company Date of acquisition Consolidated (yes/no) Registered

• ffice

Voting share Ownership share Link Mobility AS 05.09.2011 Yes Oslo, Norway 100% 100% Link Mobility AB 05.09.2011 yes Stockholm, Sweden 100% 100% Link Mobility SIA 01.11.2011 yes Riga, Latvia 100% 100% Equity Profit/loss latest financial latest financial Company (NOK 1,000) statements statements Link Mobility AS 4,174 2,240 Link Mobility AB 3,584 1,995 Link Mobility SIA

• 930
• 138

31/12/2012 Company Date of acquisition Consolidated (yes/no) Registered

• ffice

Voting share Ownership share Link Mobility AS 05.09.2011 Yes Oslo, Norway 100% 100% Link Mobility AB 05.09.2011 yes Stockholm, Sweden 100% 100% Link Mobility SIA 01.11.2011 yes Riga, Latvia 100% 100% Equity Profit/loss latest financial latest financial Company statements statements Link Mobility AS 10,309 8,311 Link Mobility AB 7,381 2,094 Link Mobility SIA

• 689
• 390

Link Mobility Group

Page 22 In 2011 Link Mobility Group had a loss, and it was decided that not all of the tax losses carried forward should be recognised in the balance sheet due to uncertainty of future profits. In 2012 Link Mobility Group had improved their results and it was more probable that all of the earlier tax loss could be utilised against future profits, therefore it was recognised in the balance sheet. The Group had a total of TNOK 10.203 in tax losses carried forward at 30.06.2013. There is no time limit on these losses. The losses carried forward that have been recognised are expected to be utilised against future profits.

Note 12 – Earnings per share

Basic earnings per share calculations are based on the weighted average number of common shares

• utstanding 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 N OK) 30/06/2013 31/12/2012 Profit 1,747,724 12,109,301 Average number of shares outstanding 63,465,146 63,465,146 Average number of shares and options outstanding 64,965,146 63,465,146 Basic earnings per share (NOK/Share) 0.0275 0.1908 Diluted earnings per share 0.0269 0.1908 30/06/2013 31/12/2012 Average number of shares outstanding 63,465,146 63,465,146 Dilutional effects 0.001

• Warrants

3,000,000

• Average number of shares outstanding adjusted for dilutional effects

63,465,146 63,465,146

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Page 25 30/06/2013 *) Public duties of TNOK 3,146 are not included in trade and other payables. The debt relating to acquisition of subsidiary is the remaining debt for the purchase of Aspiro Mobile Solutions AS and Aspiro Latvia SIA. TNOK 5,000 of the total purchase price is to be paid each quarter with the same amount as a percentage of positive EBITDA for the group. TNOK 2,865 was remaining at 31.12.2012 and TNOK 213 was remaining at 30.06.2013.

Note 15 – Trade and other receivables

Liabilities Fair value, through profit & Loss Other Financial Liabilities Total Borrowings

• 5,372

5,372 Debt relating to acquisition of Subsidiary

• 213

213 Trade and other payables *)

• 28,409

28,409 Total

• 33,993

33,993 Trade receivables 30/06/2013 31/12/2012 Counterparties with external credit rating A or better 21,237 18,624 B - BBB 174 360 C 291

• Counterparties without external credit rating

8,398 8,822 Total trade receivables 30,099 27,806 Cash and cash equivalents 30/06/2013 31/12/2012 A+ or better 4,496 5,484 BBB + 7,841 7,326 BBB 383 708 Total cash and cash equivalents 12,719 13,518 Trade and other receivables 30/06/2013 31/12/2012 Trade receivables - net of related parties 30,098 27,806 Provision for bad debt

• 50

Trade Receivables net of provision 30,098 27,756 Prepayments and other receivables 3,785 10,159 Receivables related to related parties 2

• Total trade receivables

33,884 37,915 Of which long-term receivables to related parties

• Short-term receivables

33,884 37,915

Link Mobility Group

Page 24

Note 14 – Financial instruments

Financial instruments by category - Assets (All figures presented in NOK 1,000) 31/12/2012 *) Prepayments of TNOK 2,385 not included in trade and other receivables 30/06/2013 *) Prepayments of TNOK 2,006 not included in trade and other receivables Financial instruments by category - Liabilities 31/12/2012 *) Public duties of TNOK 1,732 are not included in trade and other payables.

Assets as per balance sheet Loans and Receivables Fair Value, through Profit & Loss Available- for-sale Total Trade and other receivables *) 35,530

• 35,530

Cash and cash equivalents 13,518

• 13,518

Total 49,049

• 49,049

Assets as per balance sheet Loans and Receivables Fair Value, through Profit & Loss Available- for-sale Total Trade and other receivables *) 31,878

• 31,878

Cash and cash equivalents 12,719

• 12,719

Total 44,597

• 44,597

Liabilities Fair value, through profit & Loss Other Financial Liabilities Total Borrowings

• 5,195

5,195 Debt relating to acquisition of Subsidiary

• 2,865

2,865 Trade and other payables *)

• 37,418

37,418 Total

• 45,478

45,478

SLIDE 102

B 15

Link Mobility Group

Page 27 Overdue trade receivables

Note 16 – Bank deposits

Cash and cash equivalents

(N OK 1,000) 30/06/2013 31/12/2012 Overdue less than 1 month 5,156 9,516 Overdue 1-2 months 91 108 Overdue 2-3 months 77 10 Overdue 3-6 months 59 82 Overdue 6-12 months 1 31 Overdue more than 12 months

• 2

Fair Value 5,384 9,749 (N OK 1,000) 30/06/2013 31/12/2012 Cash in bank 12,719 13,518 Total Cash and Cash Equivalents 12,719 13,518 Drawn overdraft

• Total Cash and Cash Equivalents

12,719 13,518 Restricted Cash (N OK 1,000) 30/06/2013 31/12/2012 Taxes withheld 504 589 Total Restricted Cash 504 589

Link Mobility Group

Page 26 Specification of trade and other receivables The amount presented as “Trade and other receivables” in the balance sheet for 2012 differs from the total amount “Total” shown in the column “31/12/2012 in the table above. The difference amounts to TNOK 50 and relates to the provision for bad debt. Due dates & fair value of trade and other receivables *) For receivables due within one year, fair value is equal to nominal value. **) Receivables due later than one year are discounted and stated as fair value. Receivables specified by currencies Provision for bad debt

Fair value of trade & other receivables 30/06/2013 31/12/2012 Trade receivables 30,098 27,756 Other receivables 3,785 10,159 Receivables to related parties 2

• Fair Value

33,884 37,915 (N OK 1,000) 30/06/2013 31/12/2012 Trade receivables 30,099 27,806 Incurred income 1,719 5,450 Other receivables 60 2,323 Trade and other receivables 31,878 35,579 Prepaid costs 803 803 Prepaid public duty debt 1,119 1,502 Prepaid rent 85 80 Prepayments 2,006 2,385 Total 33,884 37,965 (N OK 1,000) 30/06/2013 31/12/2012 Due within one year*) 33,884 37,965 After one year **)

• Fair Value

33,884 37,965 (Figures in 1,000) 30/06/2013 31/12/2012 DKK 95 139 EURO 53 64 LVL 96 127 NOK 21,030 16,741 SEK 8,240 9,674 (N OK 1,000) 30/06/2013 31/12/2012 Reversed provisions pr 1.1

• 50
• Provisions for bad debts pr 30.6 /31.12.
• 50

Period-end accounting losses on receivables

• 50

50

SLIDE 103

B 16

Link Mobility Group

Page 29 The share capital in the company at 31 December 2012 consists of the following classes: Ownership structure Largest shareholders as of December 31 2012: Shares directly or indirectly held by members of the Board of Directors, Chief Executive Officer and Executive Management

N umber of Shares N

• minal

amount Book Value Statutory provisions

• n voting

A-shares 63,465,146 0.10 6,346,515 One share - one vote Total 63,465,146 6,346,515 Ownership Voting Name Number of shares Total share share RUGZ A/S v/Jens Ragnar Rugset 16,448,518 16,448,518 25.9 % 25.9 % SEVENCS AS v/Rune Syversen 8,038,977 8,038,977 12.7 % 12.7 % RUGZ II AS v/Jens Ragnar Rugset 7,326,922 7,326,922 11.5 % 11.5 % DAHL 4,447,935 4,447,935 7.0 % 7.0 % RADIX AS 3,750,390 3,750,390 5.9 % 5.9 % FUTURUM CAPITAL AS v/Harald Dahl 2,942,005 2,942,005 4.6 % 4.6 % XANTO PAK AS 2,658,957 2,658,957 4.2 % 4.2 % TANERA A/S 2,020,000 2,020,000 3.2 % 3.2 % BROCH 1,586,000 1,586,000 2.5 % 2.5 % GUNNAR LANDGRAFF AS 1,523,000 1,523,000 2.4 % 2.4 % ADVISUM AS 1,333,333 1,333,333 2.1 % 2.1 % KVINNESIDEN AS v/Siw Ødegaard 1,252,546 1,252,546 2.0 % 2.0 % LARS HENRIK HØIE 1,001,427 1,001,427 1.6 % 1.6 % ATHENA INVEST AS 791,358 791,358 1.2 % 1.2 % Morten Sundberg 666,667 666,667 1.1 % 1.1 % Total shareholders with minimum 1% ownership 44,207,293 44,207,293 88% 88% Total remaining shareholders 19,257,853 19,257,853 12% 12% Total number of shares 63,465,146 63,465,146 100% 100% N ame Title N umber of Shares Total of shares Jens Ragnar Rugset Chairman 23,775,440 23,775,440 Rune Syversen Member of the board 8,038,977 8,038,977 Harald Dahl Member of the board 7,389,940 7,389,940 Siw Ødegaard Member of the board 1,252,546 1,252,546

Link Mobility Group

Page 28

Note 17 – Equity and Shareholder information

The share capital in the company at 30 June 2013 consists of the following classes: Ownership structure Largest shareholders as of June 30 2013: Shares directly or indirectly held by members of the Board of Directors, Chief Executive Officer and Executive Management The hired CEO has the right to purchase 3 million warrants. This right must be asserted within 30 October

• 2013. The options have a strike price of NOK 0.6 per share and a 3 years term. If the CEO decides to

buy the options, he shall within May 31, 2014 pay an option fee of NOK 277.000.

N umber of Shares N

• minal

amount Book Value Statutory provisions

• n voting

A-shares 63,465,146 0.10 6,346,515 One share - one vote Total 63,465,146 6,346,515 Ownership Voting Name Number of shares Total share share RUGZ A/S v/Jens Ragnar Rugset 16,198,518 16,198,518 25.5 % 25.5 % SEVENCS AS v/Rune Syversen 7,788,977 7,788,977 12.3 % 12.3 % RUGZ II AS v/Jens Ragnar Rugset 7,326,922 7,326,922 11.5 % 11.5 % Harald Dahl 4,447,935 4,447,935 7.0 % 7.0 % RADIX AS 4,250,390 4,250,390 6.7 % 6.7 % FUTURUM CAPITAL AS v/Harald Dahl 2,942,005 2,942,005 4.6 % 4.6 % XANTO PAK AS 2,658,957 2,658,957 4.2 % 4.2 % TANERA A/S 2,020,000 2,020,000 3.2 % 3.2 % BROCH 1,586,000 1,586,000 2.5 % 2.5 % GUNNAR LANDGRAFF AS 1,523,000 1,523,000 2.4 % 2.4 % ADVISUM AS 1,333,333 1,333,333 2.1 % 2.1 % KVINNESIDEN AS v/Siw Ødegaard 1,252,546 1,252,546 2.0 % 2.0 % LARS HENRIK HØIE 1,001,427 1,001,427 1.6 % 1.6 % ATHENA INVEST AS 791,358 791,358 1.2 % 1.2 % Morten Sundberg 666,667 666,667 1.1 % 1.1 % Total shareholders with minimum 1% ownership 44,207,293 44,207,293 88% 88% Total remaining shareholders 19,257,853 19,257,853 12% 12% Total number of shares 63,465,146 63,465,146 100% 100% N ame Title N umber of Shares Total number

• f shares

Jens Ragnar Rugset Chairman 23,525,440 23,525,440 Rune Syversen Member of the board 7,788,977 7,788,977 Harald Dahl Member of the board 7,389,940 7,389,940 Siw Ødegaard Member of the board 1,252,546 1,252,546

SLIDE 104

B 17

Link Mobility Group

Page 31 Fair value calculation The fair value of the current borrowings approximates their carrying amount as the impact of the discounting is not significant.

Note 19 – Trade and other payables

Short term payables and provisions are non-interest bearing and are due within the next 12 months.

Note 20 – Pensions

The Group operates defined contribution pension plans in Norway, Sweden and Latvia. For the Norwegian companies the pension plans are governed by Terra. In Sweden, the pension plans are placed with Söderberg & Partners. The defined contribution plans require that the Group pays premiums to public or private administrative pension plans on a mandatory, contractual or voluntary basis. The Group has no further obligations once these premiums are paid. The premiums are accounted for as personnel expenses as soon as they are

• incurred. Pre-paid premiums are accounted for as an asset to the extent that future benefits can be

determined as plausible. The defined contribution plans comply with the pension legislation of the respective countries. Pension expenses on defined contribution plans were TNOK 383 as at June 30 2013. For the financial year of 2012 the total pension cost amounted to TNOK 398.

Note 21 – Warrants, options and share-based payment

Share based payment – with cash settlement As part of its incentive scheme, the Group has a bonus agreement with senior executives in Norway and

• Sweden. The employees in the bonus program will be entitled to a cash bonus. The cash amount equals

the change in fair value of a defined number of share, from grant date to closing date of the bonus

• scheme. The vested portion of the bonus is measured at fair value at each balance sheet date. The fair

value of rights vested during the current period and the change in fair value of vested rights prior periods are recognized as payroll expenses in profit and loss. When fully vested the amount is carried in the balance sheet until actual settlement occur. (N OK 1,000) 30/06/2013 31/12/2012 Trade payables 13,339 16,433 Payables to related parties 487 125 Public duties 3,146 1,732 Accrued vacaion pay 4,151 6,919 Share-based payments (accrued benefits), see note 21 191 183 Accrued expenses 1,501 2,108 Other short term provisions 8,739 11,650 Total Trade and other payables 31,555 39,150

Link Mobility Group

Page 30

Note 18 – Borrowings

Nominal value at December 31 2012 Nominal value at June 30 2013 Classification of Borrowings The Loan facilities relate to two loans, amounting to TNOK 2,500 each, plus incurred interests and administration fees. None of the incurred interests is paid, neither in 2012 nor 2013. The loans are provided by two shareholders of the Group, Sevencs AS and Rugz AS, one loan from each. The loan facility is denominated in NOK. The carrying amounts of the Group’s borrowings are denominated in the following currencies: Covenants There are no financial covenants related to the loan facilities. Facility agreement The interest rate is based on the NIBOR 3M + 5 %. The loan facility is denominated in NOK. The initial date of maturity for these two loans was September 30, 2013. However, on September 30, the loans including the incurred interest were rolled forward. The new loans mature on September 30, 2014. The incurred interest on Sept 30 and the administration fees mature on October 31, 2013. (N OK 1,000) N

• minal value

Unamortized transaction cost Book value Effective interest rate Loan facilities 5,000

• 5,000

8.54% Incurred interest and adm fees 195

• 195

Total borrowings 5,195

• 5,195

(N OK 1,000) N

• minal value

Unamortized transaction cost Book value Effective interest rate Loan facilities 5,000

• 5,000

7.60% Incurred interest and adm fees 372

• 372

Total borrowings 5,372

• 5,372

(N OK 1,000) 30/06/2013 31/12/2012 Current Loan Facilities 5,372 5,195 Total Borrowings 5,372 5,195 (N OK 1,000) 30/06/2013 31/12/2012 NOK 5,372 5,195 Total 5,372 5,195

SLIDE 105

B 18

Link Mobility Group

Page 33

Warrants sign-on fee to hired CEO

The fair value of the 3.000.000 warrants granted as sign on fee to the hired CEO was calculated to NOK 0.2786 per warrant, the fee payable amounts to NOK 0.0923 per warrant. The NOK 0.1863 per warrants was expensed as payroll amounting to NOK 558,900 plus related payroll tax. The fair value calculation was based on the following significant inputs: Fair value of the shares at grant date NOK 0.72, strike price NOK 0.60, maturity 3 years, risk free interest rate 4 %, volatility 40 %. The fair value of the shares as of April was calculated with a valuation model. The model applied was based on multiples for comparable companies, adjusting for lack of liquidity. Volatility was based on observable volatility for comparable companies.

Note 22 – Related party transactions

The following transactions were carried out with related parties (NOK 1,000): There are no financial covenants related to the loans from the related parties. None of the incurred interests is paid, neither in 2012 nor 2013. The interest rate is based on the NIBOR 3M + 5 %. The loan facility is denominated in NOK. The initial date of maturity for these two loans was September 30, 2013. However, on September 30, the loans including the incurred interest were rolled forward. The new loans mature on September 30, 2014. The incurred interest on Sept 30 and the administration fees mature on October 31, 2013. Please refer to the note “Borrowings" (note 18), regarding the loan agreements and the interest rate. Sales (-) and purchases (+) of goods and services (excl VAT) 01/01 - 30/06 2013 2012 Crayon AS

• 1

Complit Holding AS

• 195

Year-end balances arising from sales/purchases of goods/services (incl VAT) 30/06/2013 31/12/2012 Receivables from related parties (note 15) Crayon 2

• Payables from related parties (note 19)

Kvinnesiden AS v/Siw Ødegaard (Shareholder & consultant)

• 387
• 125

Futurum Capital (Shareholder c/o Harald Dahl & CEO)

• 59
• Complit Holding AS
• 41
• Loans from related parties

30/06/2013 31/12/2012 Unsecured loan (principal loan) from Rugz AS (shareholder)

• 2,500
• 2,500

Unsecured loan (principal loan) from Sevencs AS (shareholder)

• 2,500
• 2,500

Accumuted interests on the loan provided by Rugs AS

• 248
• 158

Accumuted interests on the loan provided by Sevencs AS

• 124
• 37

Link Mobility Group

Page 32 In total 2,600,000 synthetic shares was made available from March 1 2009. The synthetic shares vest monthly and are fully vested after 3 years. When fully vested the amount is carried in the balance sheet until actual settlement occur. Movements in the number of synthetic shares outstanding and their related weighted average exercise prices are as follows: Out of the 1,640,000 outstanding synthetic shares (2012: 1,640,000 synthetic shares), 1,601,112 synthetic shares (2012: 1,573,333) were vested. For the fully vested synthetic shares no remeasurement have found place, they remain recognized at the value they had when fully vested until settlement occur. The inputs applied in the measurement of the fair values at measurement date of the synthetic shares were as follows: The weighted average fair value of synthetic shares granted during the period determined using the Black- Scholes valuation model was NOK 0.10 per synthetic share (2012: NOK 0.10). The significant inputs into the model were weighted average share price of NOK 0,6 (2012: NOK 0.6), exercise price shown above, volatility of 20 % (2012: 20 %), dividend yield of 0 % (2012: 0 %), an expected option life of unvested synthetic shares 1 years (2012: 2 years) and an annual risk-free interest rate of 1.57 % (2012: 1.44 %). The company is unlisted and therefore it is difficult to determine volatility based on historical information. Management's best estimate is assumed to be 20 %. See note 25 subsequent events for suggested settlement of the synthetic shares. Details of liabilities arising from synthetic shares were as follows: For the expense recognized in profit and loss, see note 5. Average exercise price in N OK per share

• ption

Options (thousands) Average exercise price in N OK per share

• ption

Options (thousands) At 1 January 0.5 1,640 0.5 1,540 Granted 0.5

• 0.5

100 Forfeited 0.5

• 0.5
• Exercised

0.5

• 0.5
• Expired

0.5

• 0.5
• At 30 June/31 December

0.5 1,640 0.5 1,640 2013 2012

(NOK 1,000) 30/06/2013 2012 191 183 Total carrying amount of liabilities for synthetich shares including social security

SLIDE 106

B 19

Link Mobility Group

Page 35 The table below presents the Group’s future obligations related to the rental contracts:

Note 25 – Subsequent events

Borrowings The two loans provided by the shareholders Rugz AS and Sevencs AS, each amounting to TNOK 2,500 matured on September 30, 2013. The loans were however rolled forward one more year, excluding the incurred interest and administration fees. The new maturity date is set to September 30, 2014. The two latter elements mature on October 31, 2013. Warrants Futurum Capital AS, a company controlled by the hired CEO, has a right to buy 3 million warrants in Link Mobility Group AS. The right had to be exercised within August 31, 2013. The warrants strike price is 0.60 per share with a term of 3 years. Futurum Capital AS is to pay a fee of TNOK 277 for the right to buy

• warrants. Subsequent to June 30, 2013 Futurum Capital AS has exercised its right and the company has

issued 3 million warrants. Refer to note 21 for further description. Synthetic shares During October 2013 it has been decided to apply for listing on OSE. Therefore management and the Board of Directors are working on settling the bonus agreement with the employees which is based on synthetic shares. The indicative price per share if listed is NOK 1.26. Management and the Board of Directors are therefore proposing that the entity will pay a bonus of 0.76 pr. vested synthetic share. As of June 30.2013, 1,601,112 synthetic shares were fully vested, while 38,888 was unvested, meaning that the estimated cost is approximately MNOK 1.2. The cash payment on synthetic shares fully vested in 2012 excides the amount according to the bonus plane. Management and the board decided to treat all Key personnel in the bonus plan equally. The excess payment is expenses when the decision to grant the additional bonus was made. In accordance with the proposed settlement agreement with the employees the bonus/ proceeds minus tax is to be used to buy shares in the IPO at NOK 1.26 per share. Applying for listing on Oslo Axess At 23.10.2013, Link Mobility Group applied for listing on Oslo Axess. In addition to the application, a prospectus will be prepared and published. If the application for listing is approved, the first day of trading will take place later on in 2013. 01/01-30/06/2013 2012 (N OK 1,000) Office rent Office rent Within one year 845 1,151 Between 1 and 5 years

• Later than 5 years
• Total

845 1,151 N

• minal values

Link Mobility Group

Page 34

Note 23 – Contingencies and legal claims

The Group is not involved in any disputes or trials as at the balance sheet date or as at today, that might lead to any financial obligations or fines. Neither the executive management nor the board are aware of any such incidents that might have a negative impact on the Group.

Note 24 – Rent and lease agreements

The Group has a limited number of rent and lease agreements. The main rent agreement relates to rent of the offices of the different companies in the respective countries. Total office rent expensed in the financial statement as at June 30 2013 amounted to TNOK 347. For the financial year 2012 expensed office rent amounted to TNOK 1,176. The Group has 5 rental agreements relating to office rent in the respective countries of LM AS, LM AB and LM SIA. The latter two companies have two agreements each, whereas LM AS has only one agreement. Link Mobile AS For LM AS the agreement relates to the rent of the office in Oslo. This agreement terminates on April 30

• 2015. The agreement is irrevocable until July 31 2013. From August 1 2013, the agreement can be

terminated by the lessee upon 3 months prior notice. Link Mobile AB The company has two rental contracts. One relates to rent of office. The other contract relates to an IT

• perating center. The former terminates on December 31 2018, but this can be terminated by LM AB upon

9 months prior notice. The contract is extendible for the lessee, with at least 36 months. The contract concerning the operating IT center does not terminate. The contract can be terminated by LM AB upon 3 months prior to notice. Link Mobile SIA Link Mobile SIA has two contracts regarding office rental in Riga and Tallinn respectively. Riga The contract terminates on April 30 2015. Termination is possible at any time by either of party with 3 months prior notice. The contract is extendible, with a minimum period of 12 months. The company has placed a security deposit for the office rental in Riga, equivalent to two months’ rent. Tallinn The contract terminates on July 31 2015. Termination is possible at any time by either of party with 3 months prior notice. The company has placed a security deposit for the office rental in Tallinn, equivalent to two months’ rent.

SLIDE 107

B 20

Link Mobility Group

Page 37 cash flow generated by the group. The following tables represent the reconciliations from Norwegian GAAP to IFRS for the respective periods noted for equity, earnings and comprehensive income. Reconciliation of shareholders equity as at 01.01.2012

Adjustment

• f errors

(a) (b) ( c) (d) (e) (f) Adjusted Impaired Impairment Share-based Deferred purchase trade losses (NOK 1.000) NGAAP payment tax asset price receivables intangibles Revenues IFRS ASSETS Non-current assets Deferred tax asset 3,563 55

• 252
• 411
• 1,624
• 1,835

Intangible assets 18,382

• 5,800
• 24,182

Equipment and fixtures 785

• 785

Total non-current assets 22,731 55

• 252
• 411

4,176

• 26,802

Current assets Trade receivables and other receivables 38,193

• 1,469
• 39,662

Cash and cash equivalents 8,021

• 8,021

Total current assets 46,214

• 1,469
• 47,683

TOTAL ASSETS 68,944 55

• 252

1,058 4,176

• 74,486

GAAP changes Adjustment

• f errors

(a) (b) ( c) (d) (e) (f) Adjusted Impaired Impairment Share-based Deferred purchase trade losses (NOK 1.000) NGAAP payment tax asset price receivables intangibles Revenues IFRS EQUITY AND LIABILITIES Equity attributable to owners of the parent Share capital 5,347

• 5,347

Share premium 22,320

• 22,320

Uncovered losses

• 20,460
• 140
• 648

1,058 4,176

• 16,014

Total equity 7,207

• 140
• 648

1,058 4,176

• 11,652

Short term liabilities Borrowings 700

• 700

Debt relating to acquisition of subsidiary 12,500

• 900
• 13,400

Trade and other payables 48,477 195

• 48,672

Tax payable 60

• 60

Total short term liabilities 61,737 195

• 900
• 62,832

Total liabilities 61,737 195

• 900
• 62,832

TOTAL EQUITY AND LIABILITIES 68,944 55

• 252

1,058 4,176

• 74,486

GAAP changes

Link Mobility Group

Page 36

Note 26 - First-time adoption of IFRS

This is the Group's first consolidated financial statements prepared in accordance with IFRS. The accounting policies described in note 1 have been applied in preparing the financial statements for the 6 months ended 30 June 2013 and for the year ended 31 December 2012, and in the preparation of an opening IFRS balance sheet at 1 January 2012 (the Group's date of transition). In preparing its opening IFRS balance sheet, the Group has adjusted amounts reported previously in financial statements prepared in accordance with Norwegian GAAP. An explanation of how the transition from Norwegian GAAP to IFRS has affected the Group's financial position and financial performance is set

• ut in the following tables and notes that accompany the tables.

1 Initial elections upon adoption Set out below are the applicable IFRS 1 exemptions and exceptions applied in the conversion from Norwegian GAAP to IFRS. 1.1 IFRS exemption options 1.1.1. Exemption for business combinations IFRS 1 provides the option to apply IFRS 3, "Business combinations", prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date. The group elected to apply IFRS 3 prospectively to business combinations occurring after its transition date. Business combinations occurring prior to the transition date have not been restated. 1.1.2. Exemption for cumulative translation differences IFRS 1 permits cumulative translation gains and losses to be reset to zero at the transition date. This provides relief from determining cumulative currency translation differences in accordance with IAS 21, "The effects of changes in foreign exchange rates", from the date a subsidiary or equity method investee was formed or acquired. The group elected to reset all cumulative translation gains and losses to zero in

• pening retained earnings at its transition date.

1.2 IFRS mandatory exceptions Set out below are the applicable mandatory exceptions in IFRS 1 applied in the conversion from Norwegian GAAP to IFRS. 1.2.1 Exception for estimates IFRS estimates as at 1 January 2012 are consistent with the estimates as at the same date made in conformity with Norwegian GAAP. Some balance sheet items where estimates are important have changed under IFRS. Any change is due to GAAP differences and not changes in the estimate as such. The other compulsory exceptions of IFRS 1 have not been applied as these are not relevant to the group:

• Derecognition of financial assets and financial liabilities
• Hedge accounting

2 Reconciliations of Norwegian GAAP to IFRS IFRS 1 requires an entity to reconcile equity, comprehensive income and cash flows for prior periods. Except for classification differences, the group's first-time adoption did not have an impact on the reported

SLIDE 108

B 21

Link Mobility Group

Page 39 RECONCILIATION OF INCOME FOR THE YEAR ENDED 31 DECEMBER 2012 RECONCILIATION OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2012 RECONCILIATION OF CASH FLOW STATEMENT Except for classification differences, the transition from Norwegian GAAP to IFRS has had no effect on the reported cash flows generated by the group. Under IFRS Link Mobility Group reports a positive cash flow from operating activities of TNOK 6,134 for 2012 compared to a positive cash flow of TNOK 713 under Norwegian GAAP. The reported cash flow from investing activities is negative of TNOK 316, compared to a negative cash flow of TNOK 1,216 under Norwegian GAAP. The reported cash flow from financing activities is negative of TNOK 235 compared to a positive cash flow of TNOK 6,000 under Norwegian

• GAAP. The effect on cash of changes in currency rates are presented as a separate item of TNOK 86 in

the IFRS cash flow statement.

Adjustment

• f errors

(a) (b) ( c) (d) (e) (f) Adjusted Impaired Impairment Share-based Deferred purchase trade losses (NOK 1.000) NGAAP payment tax asset price receivables intangibles Revenues IFRS Revenues 249,234

• 104,944

144,290 Total operating revenues and income 249,234

• 104,944

144,290 Cost of service rendered 202,876

• 104,944

97,932 Payroll 24,478

• 13
• 24,465

Depreciation and amortization 5,934

• 100
• 5,834

Other operating expenses 6,186

• 1,469
• 7,655

Total operating expenses 239,474

• 13
• 100

1,469

• 104,944

135,887 Operating profit 9,760 13

• 100
• 1,469
• 8,404

Interest income 184

• 184

Other financial income 263

• 263

Interest expense

• 300
• 300

Other financial expense

• 409
• 409

Net financial items

• 262
• 262

Profit (loss) before tax 9,498 13

• 100
• 1,469
• 8,142

Income tax expense 2,948 4

• 6,535

28

• 411
• 3,966

Profit/loss for the year 6,550 9 6,535 72

• 1,058
• 12,109

Profit attributable to; Owners of the company 6,550 9 6,535 72

• 1,058

12,109 GAAP changes

Total impact of change to (N OK 1.000) N GAAP IFRS IFRS Profit/loss for the year 6,550 5,559 12,109 Other comprehensive income (net of tax):

• Currency translation differences
• 146
• 146

Total comprehensive income for the year 6,550 5,413 11,963 Attributable to: Owners of the parent 11,963

Link Mobility Group

Page 38 RECONCILIATION OF SHAREHOLDER'S EQUITY AS AT 31.12.2012

Adjustment

• f errors

(a) (b) ( c) (d) (e) (f) Adjusted Impaired Impairment Share-based Deferred purchase trade losses (NOK 1.000) NGAAP payment tax asset price receivables intangibles Revenues IFRS ASSETS Non-current assets Deferred tax asset 7,692 51

• 224
• 1,624
• 6,343

Intangible assets 13,620

• 800
• 5,800
• 18,620

Equipment and fixtures 828

• 828

Total non-current assets 22,142 51

• 576
• 4,176
• 25,792

Current assets Trade receivables and other receivables 37,915

• 37,915

Cash and cash equivalents 13,518

• 13,518

Total current assets 51,433

• 51,433

TOTAL ASSETS 73,574 51

• 576
• 4,176
• 77,225

GAAP changes Adjustment

• f errors

(a) (b) ( c) (d) (e) (f) Adjusted Impaired Impairment Share-based Deferred purchase trade losses (NOK 1.000) NGAAP payment tax asset price receivables intangibles Revenues IFRS EQUITY AND LIABILITIES Equity attributable to owners of the parent Share capital 6,347

• 6,347

Share premium 27,320

• 27,320

Uncovered losses

• 7,521
• 132
• 576
• 4,176
• 4,053

Total equity 26,146

• 132
• 576
• 4,176
• 29,614

Short term liabilities Borrowings 5,195

• 5,195

Debt relating to acquisition of subsidiary 2,865

• 2,865

Trade and other payables 38,967 183

• 39,150

Tax payable 401

• 401

Total short term liabilities 47,428 183

• 47,611

Total liabilities 47,428 183

• 47,611

TOTAL EQUITY AND LIABILITIES 73,574 51

• 576
• 4,176
• 77,225

GAAP changes

SLIDE 109

B 22

Link Mobility Group

Page 40 NOTES TO THE RECONCILIATION a) Share-based payment Synthetic shares has previous not been recognized in the NGAAP consolidated financial statement. The effect on equity as of 31.12.2012 was TNOK 132 (1.1.2012 TNOK 140). See note 21, Share-based payments, for description of the Scheme. b) Recognition of deferred tax asset In the NGAAP consolidated statement as of 31.12.2012, the company capitalized deferred tax asset in the balance sheet without recognize trough the P&L. The correction gives a tax income in the P&L of TNOK 6,535 as of 31.12.2012. c) Adjusted purchase price An adjustment of the purchase price of subsidiaries of TNOK 900 was recognized in the balance sheet as intangible assets in the 2012 Norwegian GAAP accounts. Since the adjustment of the purchase price was included in the Share Purchase Agreement, dated 15.9.2011, the group had a financial liability as of 01.01.2012. Therefore an additional financial liability of TNOK 900 is included in the balance sheet at 1.1.2012. TNOK 900 is allocated to the impaired goodwill in 2011. The reversal of TNOK 900 recognized as intangible assets in the 2012 NGAAP accounts include reversal of depreciation of TNOK 100. d) Impaired trade receivables At 1.1.2012 TNOK 1,469 was provided for based on a prudent and conservative assessment of trade

• receivables. The provision was reversed through the income statement in 2012. According to IFRS

provisions for losses must be based on objective evidence of impairment. Hence the provision and the reversal are reversed in the IFRS accounts. e) Impairment losses According to the 2011 NGAAP accounts intangible assets was written down with TNOK 5,800 (pre-tax). The write down was not based on IAS 36 and by applying the standard at 1.1.2012 no write down was

• necessary. Depreciation in 2012 is not affected since they were not adjusted after the write down in the

NGAAP accounts. f) Revenues Link is offering payment solutions where the customer can get their customers (the end user) to pay for goods or services by charging their mobile phone account as payment for their services Link are receiving a cut of the processed amounts. For this group of services Link is acting as an agent. As a consequence

• nly the margin or cut of the processed transactions are recognized as revenue. Compared to the NGAAP

consolidated financial statement as of 31.12.2012, the revenue and cost of service rendered are reduced with TNOK 104,944. Although the treatment according to NGAAP, especially how the principle is put into practice, is not entirely clear, the deviation is considered as an error.

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C 1

APPENDIX C: INTERIM FINANCIAL INFORMATION FOR THE THREE AND NINE MONTHS ENDED 30 SEPTEMBER 2013 AND 2012

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D 1

APPENDIX D: RETAIL APPLICATION FORM

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D 2

APPLICATION FORM FOR THE RETAIL OFFERING General information: The terms and conditions for the Retail Offering are set out in the prospectus dated 22 November 2013 (the “Prospectus”), which has been issued by Link Mobility Group ASA (the “Company”) in connection with the sale of newly issued shares, and the listing of the Company’s Shares on Oslo

• Axess. All capitalised terms not defined herein shall have the meaning as assigned to them in the Prospectus.

Application procedure: All applications in the Retail Offering must be made on this application form as attached to the Prospectus as Appendix D. 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 internet page: www.swedbank.no. Retail Application Forms must be correctly completed and submitted by the applicable deadline to the following application office: Swedbank First Securities Filipstad Brygge 1 P.O. Box 1441 Vika N-0115 Oslo Norway Tel: +47 23 23 80 00 Fax: +47 23 23 80 11 www.swedbank.no 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 shortening or extension of the Application Period, applications made through the VPS online application system must be duly registered by 12:00 hours (CET) on 4 December 2013, while applications made on Retail Application Forms must be received by the Application office listed above by the same time. None of the Company or the Manager may be held responsible for postal delays, unavailable fax lines, 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 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 shortening or 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 19 to NOK 25 per Offer Share. The Company will, in consultation with the Manager, 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 5 December 2013. 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 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. Applicants in the Retail Offering will receive a discount of NOK 1,500 on the aggregate amount payable for the Offer Shares allocated to such applicants. Allocation, payment and delivery of Offer Shares: The Manager, acting as settlement agent for the Retail Offering, expects to issue notifications of allocation

• f Offer Shares in the Retail Offering on or about 5 December 2013 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 from on or about 5 December 2013 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 5 December 2013. 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 the Manager 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 11 December 2013 (the “Payment Date”), and there must be sufficient funds in the stated bank account from and including 10 December 2013. 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 5 December 2013, or can be obtained by contacting the Manager at +47 23 23 80 00. The Manager is only authorised to debit each account once, but reserves the right (but has no obligation) to make up to three debit attempts through 17 December 2013 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 payments” 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 11 December 2013 (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 999,999) 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 upper end of 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 upper end of 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 the Manager (or someone appointed by it) to take all actions required to transfer the Offer Shares allocated to me/us and ensure delivery of such Offer Shares to me/us in the VPS, on my/our behalf, (iii) authorise the Manager to debit my/our bank account as set out in this Retail Application Form for the amount payable for the Offer Shares allotted 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

• f 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) E-mail address

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D 3

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 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 Manager 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 the Manager will be categorised as Non-professional clients. The applicant can by written request to the Manager 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

• Manager. 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 Manager is not in the position to determine whether the application for Offer Shares is suitable for the applicant, the Manager 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 Manager is a securities firm, offering a broad range of investment services. In order to ensure that assignments undertaken in the Manager’s corporate finance department is kept confidential, the Manager’s other activities, including analysis and stock broking, are separated from its corporate finance department by information barriers known as “Chinese walls”. The applicant acknowledges that the Manager’s 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 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 Regulation No. 302 of 13 March 2009 (collectively the “Anti-Money Laundering Legislation”). Applicants who are not registered as existing customers of the Manager must verify their identity to the Manager in accordance with requirements

• f 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 the 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 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 16 “Selling and transfer restrictions” in the Prospectus. The Company does not 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

• r 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. With respect to each Member State of the EEA other than Norway 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 will only be made in circumstances where there is no obligation to produce a prospectus. Investment decisions based on full Prospectus: Investors must neither accept any offer 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 under the Norwegian Act on Interest on Overdue Payments of 17 December 1976, No. 100, which at the date of the Prospectus is 9.50% per annum. Should payment not be made when due, the Offer Shares allocated will not be delivered to the applicant, and the Manager reserves 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 the Manager may decide (and that the applicant will not be entitled to any profit therefrom). The original 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 and/or the Manager may enforce payment of any such amount

• utstanding.

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E 1

APPENDIX E: EMPLOYEE APPLICATION FORM

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E 2

APPLICATION FORM FOR THE EMPLOYEE OFFERING General information: The terms and conditions for the Employee Offering are set out in the prospectus dated 22 November 2013 (the “Prospectus”), which has been issued by Link Mobility Group ASA (the “Company”) in connection with the sale of newly issued shares, and the listing of the Company’s Shares on Oslo Axess. Only direct employees of the Company, Link Mobility AS, Link Mobility AB and Link Mobility SIA as of the last date of the Application Period are eligible to participate in the Employee Offering (the “Eligible Employees”). All capitalised terms not defined herein shall have the meaning as assigned to them in the Prospectus. Application procedure: All applications in the Employee Offering must be made on this application form as attached to the Prospectus as Appendix E. Employee Application Forms must be correctly completed and submitted by the applicable deadline to the following application office: Swedbank First Securities Filipstad Brygge 1 P.O. Box 1441 Vika N-0115 Oslo Norway Tel: +47 23 23 80 00 Fax: +47 23 23 80 11 www.swedbank.no 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 shortening or extension of the Application Period, applications made on Employee Application Forms must be received by the Application offices by 12:00 hours (CET) on 4 December 2013. None of the Company or the Manager may be held responsible for postal delays, unavailable fax lines 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, irrespective of any shortening or extension of the Application Period, and cannot be withdrawn, cancelled or modified by the applicant after having been received by the application office upon registration of the application. Price of Offer Shares: The indicative price range (the “Indicative Price Range”) for the Offering is from NOK 19 to NOK 25 per Offer Share. The Company will, in consultation with the Manager, 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 5 December 2013. The Offer Price may be set within, below or above the Indicative Price Range. Each applicant in the Employee Offering will be permitted, to indicate on 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. 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 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. Each Eligible Employee will receive a discount of NOK 1,500 on the aggregate amount payable for the Offer Shares allocated to such employee. Allocation, payment and delivery of Offer Shares: The Manager, acting as settlement agent for the Employee Offering, expects to issue notifications of allocation

• f Offer Shares in the Employee Offering on or about 5 December 2013 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 from on or about 5 December 2013 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 5 December 2013. By completing and submitting an Employee Application Form, each applicant in the Employee Offering will authorise the Manager 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

• n or about 11 December 2013 (the “Payment Date”), and there must be sufficient funds in the stated bank account from and including 10 December 2013.

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 5 December 2013, or can be obtained by contacting the Manager at +47 23 23 80 00. The Manager is only authorised to debit each account once, but reserves the right (but has no obligation) to make up to three debit attempts through 17 December 2013 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 11 December 2013 (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 999,999) 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 upper end of 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 upper end of 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 the Manager (or someone appointed by it) to take all actions required to transfer the Offer Shares allocated to me/us and ensure delivery of such Offer Shares to me/us in the VPS, on my/our behalf, (iii) authorise the Manager to debit my/our bank account as set out in this Employee Application Form for the amount payable for the Offer Shares allotted 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 Employee Application Form is signed by a proxy, documentary evidence of authority to sign must be attached in the form

• f 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) E-mail address

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E 3

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 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 Manager 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 the Manager will be categorised as Non-professional clients. The applicant can by written request to the Manager 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 Manager. 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 Manager is not in the position to determine whether the application for Offer Shares is suitable for the applicant, the Manager 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 Manager is a securities firm, offering a broad range of investment services. In order to ensure that assignments undertaken in the Manager’s corporate finance department is kept confidential, the Manager’s other activities, including analysis and stock broking, are separated from its corporate finance department by information barriers known as “Chinese walls”. The applicant acknowledges that the Manager’s 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 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 Regulation No. 302 of 13 March 2009 (collectively the “Anti-Money Laundering Legislation”). Applicants who are not registered as existing customers of the Manager must verify their identity to the Manager 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

• n the Employee Application Form are exempted, unless verification of identity is requested by the 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 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 16 “Selling and transfer restrictions” in the

• Prospectus. The Company does not 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. With respect to each Member State of the EEA other than Norway 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 will only be made in circumstances where there is no obligation to produce a prospectus. Investment decisions based on full Prospectus: Investors must neither accept any offer 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

• f 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 under the Norwegian Act on Interest on Overdue Payments

• f 17 December 1976, No. 100, which at the date of the Prospectus is 9.50% per annum. Should payment not be made when due, the Offer Shares allocated will not

be delivered to the applicant, and the Manager reserves the right, at the risk and cost of the applicant, to cancel at any time thereafter the application and to re-allot or

• therwise dispose of the allocated Offer Shares, on such terms and in such manner as the Manager may decide (and that the applicant will not be entitled to any profit

therefrom). The original 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 and/or the Manager may enforce payment of any such amount outstanding.

SLIDE 142

Registered office and advisors

Link Mobility Group ASA Rosenkrantz’ gate 9 N-0159 OSLO Norway Manager Swedbank First Securities Filipstad Brygge 1 P.O. Box 1441 Vika N-0115 OSLO Norway Legal Adviser to the Company Advokatfirmaet Thommessen AS Haakon VII’s gate 10 N-0161 OSLO Norway Legal Adviser to the Manager Advokatfirmaet CLP DA Akersgata 2 N-0158 Oslo Norway