M&A as an integral part of Visma's growth story - 150 deals during last 10 years

Agenda • Visma Overview • Visma M&A strategy • How we do it? • Visma’s key M&A criteria

Management Information Systems 3 We help Europe stay competitive

Performing consistently 2001-2019 CAGR: Revenue: 21% EBITDA: 28% Numbers in €m 4 Note: 2019 FC includes effect of IFRS16 #

Diversified customer base (SMB/Public) Cloud Technology Growth Acquisitions Innovation Mission critical products/rules & regulation Algorithms AI & Big data Automation Big fish in small lake Long term growth Safe & profitable Regional market leadership Result Strategic Position Visma - The “Equity Story”

2011-12 2013 2014 2015 2016 2017 Mamut Agda Lön Duetto Priorite/Proactum Digital Illustrated Numeron Solanum DI Systemer Information Factory Finnvalli Huldt & Lillevik AgroData ABC Kredittstyring InExchange Wallmob PBJ Movenium Maventa Instore Logium e-conomic Dinero P Data FMS Speedledger Trimma Info Consensus Aditro Public Abalon YOB Viklo Consulting Mind4IT Creno StarSoft Finale Systemer EasyCruit Mokastet Data TripleTex bWise GatSoft Sesam ValueFrame TransPA Optivasys LogBuy Trollweb PPG Davilex Mystore Bluegarden* Nyce Solutions VSWare Megaflex Comenius NearU Svensk E-Identitet OCTO3 2018 Optiway CO3 Admincontrol Kapacity WeOptIt RAET Smartdok Wikinggruppen Aditro Public Agenteq Triangel Merit PinkWeb Websystemer Szamlazz ProActive Idella 2019 EBPI Saldeo Roxit Provad Avento IMS ProLøn ASG HR2Day Dotweb PlusPort More than 100 acquisitions since 2010, 70 of them at over €3M value Note: Only acquisitions over NOK 20m included in this view. Avaintec

Visma uses M&A to: ● Enter into new markets; verticals or geographies ● Achieving leading market positions ● Creating cross-sales opportunities ● Creating growth and financial value ● Acquire new technology thus facilitating faster move towards cloud computing ○ From 2017 Visma has, in principle, stopped acquiring On-premises Windows technology ● Strong multi-year track-record ○ 25 acquisitions in 2016 ○ 18 acquisitions in 2017 ○ 18 acquisitions in 2018 ○ 12 acquisition YTD 2019 Visma M&A strategy in general

• • • • • • • • • How do we execute acquisitions with best chance of success?

• Earn-out can be more important if owner is also management • Ensures that management is motivated to continue and perform • Keep the entrepreneurs and build the culture within Visma • Usually an Earn-out model takes the form of a staged acquisition • Visma always needs to acquire a minimum of 50.1% (to consolidate rev and ebitda) • Clear path to 100% (do not wish to have numerous minorities over time) • Earn-outs are in the span of 2-5 yrs (2.5 avg) • Often required from a tax perspective in Nordics • Owners often acquire some Visma Management Equity • Shareholders Agreement required • Decision making mechanisms, ”arms-length” principles (not that big an issue in the Visma structure) • ** However, restricts cooperation and synergy realization Win-Win Deal Structures

•Near term and “Hard” • Communication plan (management, employees, customers) • Financial Reporting and infrastructure • Reporting 5th workday, EY, Danske Bank •Medium-term and “Light” • Branding/marketing • Human Resources, office location • Sales/revenue and market synergies • Cross Sales to large existing Visma customer base How we do it: Light Integration Process - Decentralized corporate structure (80+ operational entities)

Visma M&A “Sweet Spot” • SaaS / Cloud business-critical software & consulting • ERP/Finance/HRM • AI/Machine learning • Transaction services • Financial services • Recurring revenue business model preferred • Established and proven product • Experienced organisation and management • Valuable and stable customer base • We try to acquire well-run, profitable companies • Avoid “turn-around” situations • Revenues 3-30M€, Ebitda >1M€ • We acquire from Entrepreneurs, VC/PE, Brokers, Divestments/Spinoffs….

Lessons learned • Turnaround cases are always harder than what you think • OnPrem software has less and less value and migrations are challenging • R&D on balance sheet is a red flag • Customer specific software does not scale • Potential customer segment has to be big enough for future growth • “Going international” is a challenging business case • Cross-sales synergies take more time than you expect

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