Softline

Presentation for

investors

Legal notice

Purpose of the Information Presentation

This Information Presentation contains information of a proprietary and confidential nature relating to Softline ("the Company"). The above-mentioned

information was prepared by Softline based on its data, as well as on data from other sources, references to which are made in the document.

This Information Presentation was prepared solely for the purpose of introducing the Potential Investor (hereinafter the "Recipient") to the activities and financial

position of the Company. This Information Presentation, including appendices hereto, and the information it contains does not constitute an offer to sell

or invitation to purchase any shares or related assets of the Company, and shall not be a part of any investment decision or decision related to the possibility

of signing any agreement with the Company.

The Recipient of this Information Presentation should not interpret its contents and any preceding or following related information, as well as the data

of the Company’s Information Presentation, as legal, business, tax, or any other advice. For all legal, business, accounting, or tax issues the Recipient should

consult its corresponding advisors.

Contents of the Information Presentation

Softline does not owe a duty of care to the Recipient, either in relation to this Information Presentation or any other information which the Recipient may be

provided with at any time, other than as may arise out of a written agreement. The Recipient must undertake such investigations as it sees fit before entering into

any contract.

Neither Softline nor any of its partners, officers, employees and agents makes any express or implied representations or warranties, and no responsibility

or liability is accepted by any of them with respect to the adequacy, accuracy, completeness or reasonableness of the facts, opinions, estimates, calculations,

forecasts, projections or other information set out in this Information Presentation and appendices hereto or any further information, written or oral notice,

or other document at any time supplied in connection with it, and nothing contained herein, or therein shall be relied upon as a promise or representation

regarding the historic or current position or performance of the Company or any future events or any future events or performance of the Company.

2

1. Introduction to Softline

3. Strategy highlights

4. Market overview

2. Financial profile

Agenda

Microsoft’s global partner:

One of 6 Globally Managed Licensing Solution Providers (LSPs), which

provides selling, marketing, and technical support benefits to Softline

Corporate clients:

60,000+ globally

• most of the clients are corporate customers from industrial and

retail sectors and government organizations

Headcount:

over 4,000 employees, including 500+ engineers, developers and other

IT professionals, 400+ product specialists and over 1,100 account

managers

Global Digital Transformation & Cybersecurity Solutions Provider

Gross Profit1 division by product segment (%):

• sale of software and licenses - 49%

• sale of hardware – 10%

• IT-services - 19%

• cloud – 22%

Presence in 50+ countries (% of turnover as of 2019FY):

• Russia - 65%

• CIS – 8%

• LATAM – 12%

• APAC – 14%

• CEE – 2%

Vendors:

3,000+ with the largest being Microsoft, Kaspersky, Oracle, VMWare and

HP

Partnership statuses:

the highest partnership statuses with major software and hardware

vendors

4

12019 FY data. Finance year ending in March (e.g., 2019 refers to YE 31-Mar-2020)

Turnover: $899 mn

Key developments:

3 medium sized M&A deals were closed in 2016 (Compusoftware, IT Guard, Active Cloud)

Global expansion:

+ Laos+ USA+ Brazil+ Costa-Rica+ India+ Myanmar

Multiple M&A transactions are in pipeline for 2020+

Turnover: $1,193 mn

Key developments:

Additional equity was raised from international Private Equity Fund

4 medium sized M&A deals were closed in 2017 (Enaza, Insight, Zsquare, Infosecurity)

Global expansion:

+ Thailand+ Philippines+ Ecuador+ CEE countries

Turnover: $735 mn

Key developments:

Included in TOP-7 private IT companies in Russia, by Forbes

More than 1,000 IT services projects

Global expansion:

+ Chile+ Peru+ Malaysia+ Cambodia

Key developments:

Launch of electronic distribution, web-development, venture projects

Global expansion:

+ Moldova+ Romania+ Argentina+ Turkmenistan

Key developments:

DeskWork corporate portal –proprietary product

Launch of Softline Services dep. and SaaS store

Global expansion:

+ Venezuela+ Armenia+ Vietnam+ Turkey

Key developments:

Leader in software licensing in Russia and CIS

Global expansion:

+ Azerbaijan+ Tajikistan+ Georgia+ Mongolia

Key developments:

Softline Consulting Services

Global expansion:

+ Kazakhstan+ Uzbekistan+ Kyrgyzstan

Key developments:

Launch of Softline Solutions consulting company

JV with Microsoft –Microsoft solutions center

Launch of distribution company Axoft

1993 2001 2003 2005 2007 2009 2012 2015 2016 2017 20201998

Foundation

Headcount:

10 employees

Main services:

scientific software

licensing

Geo presence:

Russia

Key developments:

Partner of Microsoft

Marketing innovations

Global expansion:

+ Belarus

Key developments:

Launch of Softline education center

Development of distribution business

Global expansion:

+ Ukraine

Turnover: $1,609 mn (2019FY)

+ 1 M&A deal closed – HTC Group acquired (Russia)+ Partnership with OEP to acquire Crayon stake

+ CEE expansion

Track Record of 25 years of Successful Development

Reseller of SW in RussiaSW, HW, Services, Cloud in

BRICS+

• Leading IT Solutions & Services provider, Digital Transformation

• Cyber Security with active organic and M&A development

• Softline as a platform for exporting Russian IT technologies to

BRICS+

5

RussiaMoscow St. Petersburg Arkhangelsk Belgorod Chelyabinsk Ekaterinburg Irkutsk Izhevsk Kaliningrad Kazan Khabarovsk Krasnodar Krasnoyarsk Murmansk Nizhny Novgorod Novosibirsk Omsk Orenburg Perm Rostov-on-Don Samara Saratov Surgut TaganrogTomsk Tyumen Ufa Vladivostok Volgograd Voronezh Yaroslavl

EE&CAArmenia Azerbaijan Belarus Bulgaria Croatia Georgia HungaryKazakhstan Kyrgyzstan Moldova Romania Serbia Slovenia Tajikistan Turkey Turkmenistan Uzbekistan

AmericasArgentinaBrazil ChileColombiaCosta RicaEcuadorHondurasMexicoPanamaParaguayPeruSalvadorUruguayUSAVenezuela

AsiaBangladeshCambodiaIndiaMalaysiaMongoliaMyanmarPhilippinesThailandVietnam

Our Core Markets:

• Russia

• Kazakhstan

• Belarus

• Romania

• Thailand

• Philippines

• India

• Vietnam

• Malaysia

• Brazil

• Argentina

• Chili

• Colombia

Softline is a Global IT Services ProviderThe company operates in more than 95 cities in 50 countries

6

Software (SW) Hardware (HW)SW&HW Software (SW) Software (SW)

Softline business is composed of 3 key Business Units

Softline Business Structure7

Business Unit SOFTLINE

Business Overview

Sales Geography

Key Vendors

AXOFT ALLSOFT

• B2B Direct Sales

• VAR: Software, Hardware, Services, Cloud

• Russia

• EE&CA

• ROW (Rest of the World)

• Indirect Sales

• VAD: IT Security, Cloud, Infrastructure

• Russia

• CIS

• Russia

• CIS

• Other (Hungary, Czech Republic,

Slovakia, Brazil, India, LATAM)

• E-commerce:

o WEB store

o Shopping Carts for Vendors

o Payments for TELCOs

According to the data of the renown rating agencies, Softline is one of the leaders in most segments of the Russian IT market

Leading position in Russian IT market8

2018 rank Company

1 NCC

2 Lanit

3 Epam

4 Softline

5 1C

6 Kaspersky

7 ITG

8 Rostelecom

9 SAP CIS

10 iTecho

2018 rank Company

1 NCC

2 Lanit

3 Softline

4 ITG

5 iTecho

6 Krok

7 FTC

8 Infosystems Jet

9 Compulink

10 SKB Kontur

2019 rank Company

1 Rostech

2 NCC

3 Lanit

4 Softline

5 1C

6 Kaspersky

7 ITG

8 Rostelecom

9 SAP CIS

10 iTecho

2019 rank Company

1 Softline

2 Krok

3 Borlas

4 Zyfra

5 Consyst

6 ITPS

7 GMCS

8 IPL Consulting

9 Raytech

10 Rdtex

Agency List Place

The biggest private companies in Russia 170/200

The biggest companies in Russia 221/500

The biggest companies in Russia 163/600

The biggest IT providers for Public sector in Russia 1

The biggest IT providers for Retail sector in Russia 1

The biggest Information Securities providers in Russia 2

The biggest IT providers for Banking sector in Russia 3

The biggest IaaS providers in Russia 1

The biggest IT providers in Industrial sector in Russia 1

The biggest System integrators in Information Security in Russia 1

The biggest SaaS providers in Russia 2

The biggest companies in Information Security industry in Russia 2

The biggest IT providers for Public sector in Russia 2

The biggest IT providers of Data analysis solutions in Russia 3

The biggest IT providers for Banking sector in Russia 4

The biggest IT providers for Telecom sector in Russia 7

Microsoft Gold Partner with 20+ years of collaboration9

Partnership StatusesGold Application DevelopmentGold Application IntegrationGold Cloud PlatformGold Cloud ProductivityGold Collaboration and ContentGold CommunicationsGold Customer Relations ManagementGold Data AnalyticsGold Data PlatformGold DatacenterGold DevOps Gold Enterprise Mobility ManagementGold Enterprise Resource Planning Gold Small and Midmarket Cloud SolutionsGold MessagingGold Project and portfolio ManagementGold Windows and Devices

The only Globally Managed Partner* in Russia1

*Only 8 companies in the world hold this status

#1 Partner of Year

Cambodia, 2018

#1 Microsoft Partner of Year

Cambodia, Chile & Kazakhstan, 2017

#1 Partner in Russia

By sales volume in FY16

#1 Microsoft Partner of Year

Georgia, 2016

#1 Microsoft LSP Partner

Russia, 2015

The only Globally Managed Partner* in Russia

Benefits of global LSP status

Direct support from Microsoft in marketing

and market penetration in advancing into new

markets and new products

Microsoft introduces Softline to major

accounts, government and large corporates

Softline has 26 LSP statuses worldwide

Global LSP status allows to

sell products to strategic international accounts

(e.g. Fortune 500 companies)

use dedicated resources at Microsoft HQ

enjoy simplified authorization process for

agreed markets

jointly participate in product and program

launches

*Only 8 companies in the world hold this status

projects

implemented

3000+

out-of-the-box

solutions

50+

400+certified

professionals

share of Microsoft

in Softline’s

turnover in FY19

~40%

*Actual as of June 2020. Microsoft did not announce countries awards for 2019

Softline has partnerships with 3000+ Hardware & Software vendors

Licensing Solution Provider (LSPs)

10

Highly diversified customer base11

GlobalAccounts

Large Corporate

Clients

Small and MediumBusiness

Government,Public Sector

Education,Healthcare

Oil & Gas,

Industry

Da Vinci Capital is a leading independent investment manager set up in 2007 to make

mid-market PE investments in Russia and other Eurasian Economic Union (EEU)

countries

In 2016, DVC received the Silver Award in the category of “Russian, CEE Private Equity

Fund of the Year” at the Private Equity Exchange Awards in Paris. Da Vinci Capital

provides a strong mix of fund management experience, sectoral expertise and

entrepreneurial capacity

Sovcombank is a Russian universal bank with main business activities in retail, corporate

and investment banking

Zubr Capital is the first professional private firm that manages private equity funds in

the Republic of Belarus. The company was established by the top-management of

Atlant-M Holding in 2009

Private equity firm Zubr Capital provides assistance in business development to be

designated for increase of business’s operational effectiveness and market value growth

Shareholders12

Shareholders

Igor Borovikov

Igor Borovikov is a founder of the company and its main shareholder.

He was twice named among the best 25 managers of Russian IT companies, in 2014 he

became the winner of EY “Entrepreneur of the year” in the “IT services” nomination

Oleg ZhelezkoBoard Member

Founding partner of Da Vinci Capital Group

Jacques GuersIndependent Director

Oleg Zhelezko is the founding partner of Da Vinci Capital Group.

Oleg’s experience includes investment management, investment structuring,

principal investment and M&A deals in the UK and other European countries,

emerging markets such as Russia and South Africa

In 1993 Igor founded Softline and spearheaded its development.

He was twice named among the best 25 managers of Russian IT

companies, in 2014 he became the winner of EY “Entrepreneur

of the year” in the “IT services” nomination. Igor has a PhD

in Mathematics and Computer Science, he is an author of over

30 scientific studies

Jacques has more 30 years of experience with IT companies, having

passed through the roles of companies’ President for different

European countries, Western Europe as a region and Emerging

Markets region that gave him a broad international and multicultural

leadership experience. In 2007 Jacques was Awarded “Legion of

Honour” by French Government for personal efforts to develop

French IT Industry

Alexander Galitsky is co-founder and managing partner of Almaz Capital.

He is an innovator, entrepreneur and investor renowned for his work bridging

CEE companies to the global marketplace.

Alexander founded and led as CEO five successful companies in the software,

communications, semiconductor, internet and security sectors

Leadership

Alexander GalitskiyIndependent Board Member

Founder of Almaz Capital Partners

13

Igor BorovikovChairman of the Board

Founder of Softline Group

1. Introduction to Softline

3. Strategy highlights

4. Market overview

2. Financial profile

Agenda

25,7 30,1

39,1

50,5

2016FY

Fact

2017FY

Fact

2018FY

Fact

2019FY

Actual

103,2 132,1

151,9 168,4

20,4

21,6

24,6 27,6

20,4

24,7

27,6

28,8

144,0

178,5

204,0

224,7

2016FY

Fact

2017FY

Fact

2018FY

Fact

2019FY

Actual

ROW

CIS

Russia

898,9

1 193,4 1 351,6

1 610,1

2016FY

Fact

2017FY

Fact

2018FY

Fact

2019FY

Actual

Softline demonstrates steady financial performance15

EBITDA, USDm

Group Turnover USDm / 2016-2019 CAGR 21.6% Group Gross Profit, USDm / 2016-2019 CAGR 19.3%

Margin1

22.3% 32.8% 13.3% 19,1%Growth % 19.8%

17,9% 16,9% 19,1% 22,5%

14.3% 10,1%24.0%Growth %

1 Margin = EBITDA/GP

Softline debt profileDebt structure (Long/Short)

16

ruBBB, outlook StableOct. 2019

B, outlook StableJune 2020

Debt maturity profile (bonds), USDk (as of 31.03.20)

Credit Rating: Net Debt / EBITDA

Interest rates on short bank loans

95%

5%

Short Long

All figures in USDk. Upd. 31.03.20

Short – 88,295; Long – 4,521 ex. leasing

88% of debt is denominated in RUB

12 022

-

12 022

- - -

3 636

- - - -

17 367

Q1'20

Fcst

Q2'20

Fcst

Q3'20

Fcst

Q4'20

Fcst

Q1'21

Fcst

Q2'21

Fcst

Q3'21

Fcst

Q4'21

Fcst

Q1'22

Fcst

Q2'22

Fcst

Q3'22

Fcst

Q4'22

Fcst

13,00%

10,90%

9,70%9,30%

2016FY

Fact

2017FY

Fact

2018FY

Fact

2019FY

Actual

0,9

1,5

1,8

1,0

2016FY

Fact

2017FY

Fact

2018FY

Fact

2019FY

Actual

0,0

1,0

2,0

3,0

4,0

5,0

6,0

7,0

Crayon stock quotes

Investment in CrayonSL owns 10,139% stake in Crayon's Equity. Stake value is $50,2m at 10.06.2020

17

10.08.2018Acquisition of

Crayon shares by SL

10.06.2020

+277%+$36,9m

• 1,74 $/share – deal price

• 7 644 039 shares

• 13 330 USDk share value

• 10.139% of Equity

• 6,57 $/share – current price

• 7 644 039 shares

• 50 206 USDk share value

• 10.139% of Equity

30.06.2019

• 3,19 $/share – current price

• 7 644 039 shares

• 24 413 USDk share value

• 10.139% of Equity

1. Introduction to Softline

3. Strategy highlights

4. Market overview

2. Financial profile

Agenda

• We expect global Cloud spending to grow 5.0x and 2.5x faster

than worldwide IT spending and worldwide software spending respectively

• Cloud software resale and cloud services are the fastest growing

and highest margin segment of our revenues

• We offer our own as well as third party solutions in SaaS, IaaS and PaaS

IT Solutions Specialist

Global Presence, Emerging markets Focus

• Build high margin services upon our vast client base in the LSP business

• Further develop IT services and cloud to enhance margins and value

• Solutions business drives sale of Software and Hardware

• Continue development of core business – Software and Hardware resale

• We have presence in 50+ countries in LATAM, APAC, CEE

• The markets we are active in account for over 30% of global IT spending

• Our markets demonstrate faster growth than the world average

• We are a top 5 player in Russia, Brazil, Argentina

• We aim to be the undisputed leader in digital transformationand information security with a market share of at least 35% in Russia

Embrace the Cloud

We view ourselves as a Global IT Company with focus on Emerging markets providing

IT Solutions & Services, Digital Transformation & Cyber Security to over 60,000 clients

Strategy highlights19

Products & Vendors

Developing services

• Focus on cooperation with Top-10 vendors.

Execute a 3-year plan with Microsoft;

• Maintain Software business growth of 15% YoY,

Hardware business growth of 20% YoY;

• Increasing margins due to better conditions of the contracts

(thanks to license statuses), better services, financial services

such as leasing;

• The key model is “All as a service”

• Managed Services;

• Cybersecurity;

• Outsourcing: developing new software, maintaining business

processes (accounting, HR), IT maintenance for clients;

• Developing own IP: Active Platform, Maestro,

Transfer of the entire business to Softline Digital platform

3 Cloud services

• Target: We aim to be the leading company in the area of public,

hybrid and private clouds;

• Highest level of partnership and technology expertise in public

clouds – Azure, AWS, Google, AliCloud, Huawei Cloud;

• Highest expertise in private cloud construction;

• Automated cloud management based on its projects and IP:

Active Platform, Maestro

2

Strategy highlights

• Making profit on all current markets;

• Focus on key markets, three main sources of profits – Russia,

India, Brazil;

• Enter African market with Microsoft and other partners;

• Priority is India and Asia as the most promising markets

Developing geographies (2019-2020)4

1

20

Cloud Services Providers

4

• Cloud sector outperforms

the overall IT market

and grows rapidly, both

in Russia and Globally

• Accelerating expansion

of Cloud services creates

new opportunities

throughout the IT value chain

blurring border lines between

distributors, VARs and IT

services providers

• For VARs (such as Softline),

it creates a unique

opportunity to tap into

cloud support and services

market due to resale lack of

relevant in-house expertise

and deployment complexity

experienced by the clients

• Provide consulting, system integration, development and outsourcing services

to end users as well as develops proprietary vertical solutions

• People/expertise based, project oriented business with low operating leverage,

highly correlated with the economic cycle

• Differentiate through

innovations in the high

growth areas of Cloud

Computing, Big Data,

Mobility

• Provides externally hosted, dedicated or shared, scalable IT infrastructure,

and associated infrastructure software and support services

• Scalable business model with high profitability potential, based on the mix of tools

• Smaller platform and

service providers need

to develop a portfolio

of third party public

cloud and hybrid clouds

• Capitalize on complexity

of cloud computing

implementation for end

customers, requiring

additional guidance

Cloud transformation: Cloud redefines roles of different participants of the IT market

Strategy highlights

Wholesale Distributors• Connect vendors with resellers and end users and act as global logistics of hardware,

software and system inventory

• Volume based low margin business between vendors defining prices and end users

choosing between multiple distributors

• Cloud computing

helps wholesale

distributors to expand

into higher margin

service-based business

Value Added Resellers• Bundle software and hardware from multiple suppliers with selected IT services into

integrated solutions sold directly to end users (mostly to enterprises and SMBs)

• Low margin and sales oriented business largely based on long term client

relationships

IT Services Providers

5

21

Well tried and tested support model under Microsoft’s LSP strategy

Partner of Microsoft since 1993 - Licensing Solutions Partner

(LSP) status received in 2000

Support in advancing into new markets and new products

• Microsoft supports Softline as a global partner to advance

in new markets and new products, services and licensing

models

• For instance, in 2017FY Microsoft granted Softline 3 new

authorizations – Hungary, Romania and Bulgaria

• Softline obtained regional Cloud Solutions Provider (CSP)

status in Russia & EE&CA.

• Softline is one of 12 Microsoft partners globally participating

in a strategic Accelerated Growth Incentive program

Microsoft supported strategy

Overview

• One of 8 globally managed LSPs Direct support from Microsoft

in marketing and market penetration

• Global LSP status allows to

− sell products to strategic international accounts

(e.g., Fortune 500 companies)

− use dedicated resources at Microsoft HQ

− enjoy simplified authorization process for agreed markets

− co-market and co-engage resources and

− jointly participate in product and program launches

Selected areas of support

• Microsoft introduces Softline to major accounts, government and large corporates, where

possible

• Joint Microsoft/Softline meetings held with the clients

Initial support

• Cloud IT Services: business and infrastructure solutions, e.g. corporate portals and e-mail,

virtual desktop, distant access to applications and software, etc. There are three main

types of cloud: private, public and hybrid

• MS grants Softline marketing budget to boost development of new cloud offering

products

• Funded head program facilitates new product development and lowers Softline

manpower costs

• MS set up BIF (business investment funds) for presale Client support of sophisticated

products

Cloud Offering

• Add our own services and solutions: Consulting, Training, Technical support,

Outsourcing, Outstaffing, IT-strategy

• Other software and hardware vendors

IT Services & Solutions

• Direct support from Microsoft in new geographies

• Softline evaluates opportunities provided by Microsoft -only countries meeting selected

criteria are chosen

New Geographies

22

1. Introduction to Softline

3. Strategy highlights

4. Market overview

2. Financial profile

Agenda

Software is the biggest and fastest growing category with a projected increase of 10% in 2020 & 2021, exceeding the total

market growth of 3.7% in the same years

• Global IT market is expected to show steady growth

and reach USD 4.017 trillion in 2021

• Software, which is Softline’s main line of business byturnover share, is expected to grow at higher ratesthan the global IT market, at 10% in 2020 and 2021(Global IT market: 3.7% in 2020 and 2021)

• In the total global IT market of USD 3.732 trillion,

software is one of the largest component with

applications representing almost half of it

• EMEA and APAC, representing particular interest ofthe Group, contributed 28% to total tech purchases in

2019

*Source: Gartner

Global industry outlook

• Digital transformation market significantly increases demand for IT services

• The market is consolidating. Only big global players can survive on the market.

• Vendors aim to work only with global partners

• Transformation requires investments. Only big companies can afford it

• Key business model – All As A Service (XaaS, ITaaS, etc.)

24

Global purchases of tech goods and services (USD bn)

Source: Forrester Global Tech Market Outlook For 2018 To 2019

Global industry outlook25

41,8%

3,8%26,3%

4,9%

23,1%

Canada and USA Latin America

Western and Central Europe EMEA

Asia Pacific

Total IT spending in 2019 - $3,732B est.

205 210 212

457 507 560

675 683 685

1 0311 088

1 147

1 3641 384

1 413

0

500

1000

1500

2000

2500

3000

3500

4000

4500

2019 2020 2021

Worldwide IT Spending Forecast (USD bln)

Communications Services

IT Services

Devices

Enterprise Software

Data Center Systems

3 7323 872

4 017