PROSPECTUS

Apptix ASA

Listing of 18,700,000 New Shares on Oslo Børs

issued in connection with a completed Offering at a

Subscription Price of NOK 8.5 per New Share

with gross proceeds of NOK 158,950,000

to finance the acquisition of Mi8 Corporation

Lead Manager

Co-Lead Manager

19 October 2006

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IMPORTANT INFORMATION

This Prospectus has been prepared by Apptix ASA (“Apptix”) according to 5-3 of the Securities Trading Act and related regulations, and the EC Commission Regulation EC/809/2004 in connection with the listing of 18,700,000 New Shares on Oslo Børs, as further described herein. The New Shares were issued in an Offering of NOK 159 million completed in September 2006. The Prospectus has been approved by Oslo Børs pursuant to sections 5-7 and 5-8 of the Securities Trading Act. The information contained herein is as of the date hereof and is subject to change, completion and amendment without notice. There may have been changes in matters affecting the Company subsequent to the date of this Prospectus. Any new factor or significant error or inaccuracy in the Prospectus capable of affecting an assessment of the New Shares arising after the publication of this Prospectus and before the New Shares are listed on Oslo Børs will be published as a supplement to this Prospectus in accordance with applicable regulations in Norway. The delivery of this Prospectus shall under no circumstances create any implication that the information contained herein is complete or correct as of any time subsequent to the date hereof. Certain statements made in this Prospectus may include forward-looking statements. These statements relate to the Company’s expectations, beliefs, intentions or strategies regarding the future. These statements may be identified by the use of words like “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “project”, “will”, “should”, “seek”, and similar expressions. The forward-looking statements reflect the Company’s current views and assumptions with respect to future events and are subject to risks and uncertainties. Actual and future results and trends could differ materially from those set forth in such statements. The Company does not intend, and does not assume any obligation, to update the forward-looking statements included in this Prospectus as of any date subsequent to the date hereof. All inquiries relating to this Prospectus or the matters addressed herein should be directed to the Company or the Managers. No persons other than those described in this Prospectus have been authorized to disclose or disseminate information about this Prospectus or about the matters addressed in this Prospectus. If given, such information may not be relied upon as having been authorized by the Company. This Prospectus shall be governed by Norwegian law, and any disputes relating to this Prospectus or the listing of New Shares are subject to the sole jurisdiction of Norwegian courts, with Oslo District Court as legal venue.

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TABLE OF CONTENTS SUMMARY ........................................................................................................................................... 4 RISK FACTORS.................................................................................................................................. 14 STATEMENTS OF RESPONSIBILITY ............................................................................................. 21 INFORMATION ABOUT THE COMPANY...................................................................................... 22 BUSINESS OVERVIEW..................................................................................................................... 23 MARKET OVERVIEW....................................................................................................................... 29 ORGANIZATIONAL STRUCTURE .................................................................................................. 34 PROPERTY, PLANTS AND EQUIPMENT....................................................................................... 35 THE ACQUISITION OF MI8 CORPORATION ................................................................................ 36 THE COMBINED COMPANY........................................................................................................... 44 OPERATING AND FINANCIAL REVIEW....................................................................................... 46 MATERIAL CONTRACTS................................................................................................................. 50 INFORMATION ON HOLDINGS...................................................................................................... 50 BOARD OF DIRECTORS AND MANAGEMENT ........................................................................... 50 REMUNERATION AND BENEFITS................................................................................................. 54 EMPLOYEES ...................................................................................................................................... 57 MAJOR SHAREHOLDERS................................................................................................................ 58 RELATED PARTY TRANSACTIONS .............................................................................................. 58 CORPORATE GOVERNANCE.......................................................................................................... 58 FINANCIAL INFORMATION ........................................................................................................... 59 CAPITAL RESOURCES ..................................................................................................................... 70 PRO FORMA FINANCIAL FIGURES INCLUDING MI8 CORPORATION................................... 73 RESEARCH AND DEVELOPMENT PATENTS AND LICENSES ................................................. 80 SHARE CAPITAL AND SHAREHOLDER ISSUES......................................................................... 80 STATUTORY AUDITORS ................................................................................................................. 88 DOCUMENTS ON DISPLAY............................................................................................................. 88 KEY INFORMATION......................................................................................................................... 89 INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING ........... 91 TAXATION ......................................................................................................................................... 92 LEGAL MATTERS ............................................................................................................................. 94 THE COMPLETED OFFERING......................................................................................................... 94 EXPENSE OF THE LISTING OF THE NEW SHARES.................................................................... 96 DILUTION........................................................................................................................................... 96 PRESENTATION OF FINANCIAL INFORMATION....................................................................... 96 ENFORCEABILITY OF JUDGMENTS ............................................................................................. 96 DEFINITIONS AND GLOSSARY OF TERMS ................................................................................. 97 APPENDIX 1: ARTICLES OF ASSOCIATION ................................................................................ 98 APPENDIX 2: APPTIX ANNUAL REPORT FOR 2005 ................................................................... 99 APPENDIX 3: AUDITOR’S REPORT FOR 2005............................................................................ 100 APPENDIX 4: APPTIX Q2 2006 REPORT ...................................................................................... 101 APPENDIX 5: APPTIX ANNUAL REPORT FOR 2004 ................................................................. 102 APPENDIX 6: APPTIX ANNUAL REPORT FOR 2003 ................................................................. 103 APPENDIX 7: AUDITOR’S STATEMENT ON PRO FORMA FIGURES..................................... 104

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SUMMARY

This summary should be read as an introduction to the more detailed information contained in the Prospectus as a whole and the Appendices. Investors are strongly encouraged to read the entire Prospectus, including Section “Risk Factors”, in order to make their own judgement about Apptix and the Transaction. The Prospectus has been prepared in English language only. In case a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might have to bear the cost of translating the Prospectus before legal proceedings are initiated. Civil liability attaches to those persons who have tabled the summary, and applied for its notification, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus. Information about the Company Apptix ASA is a Norwegian public limited liability company organised under the laws of Norway and listed on Oslo Børs. Apptix is a premiere provider of on-demand messaging and collaboration solutions to more than 90,000 Exchange users and 10,000 customers worldwide. Its offerings, which include solutions for Hosted Exchange, Hosted SharePoint, Mobile Messaging, and Archiving and Compliance, provide small and medium-sized businesses with a more affordable, reliable and secure alternative to purchasing and managing software applications in-house. Founded in 1997, Apptix is one of the world's most experienced software service providers. The company began as the software and engineering division of TeleComputing ASA, an international leader of outsourced application services based in Norway. In 2002, Apptix was spun off to become an independent company based in the United States, with headquarters in Virginia. In 2004, the Company acquired ASP-One, Inc, in 2005 it acquired DevStreet, Inc. (MailStreet) and in 2006 it acquired Mi8 Corporation. Financial information The following two tables sets out certain selected financial information for Apptix for 2003, 2004, 2005 and for H1 2006. Please refer to Section “Operating and financial review” for a discussion of the financial development USD 1,000 2003

NGAAP (as publ) (Audited)

2004 NGAAP (as publ) (Audited)

2004 IFRS

(Unaudited)

2005 IFRS

(Audited)

H1 2005 IFRS

(Unaudited)

H1 2006 IFRS

(Unaudited)

Operating revenue 3,123 5,578 5,578 8,545 3,747 7,806 Operating loss (6,244) (6,383) (7,064) (6,209) (2,876) (2,936) Net loss (6,090) (6,371) (7,052) (6,588) (2,890) (3,425) Loss per share (0.13) (0.13) (0.14) (0.12) (0.06) (0.06) Weighted avg. shares outstanding 46,489 49,981 49,981 53,384 51,700 57,513

The period subsequent to the last financial report (30 June 2006)

In Q3 2006, Apptix completed a private placement of new equity of NOK 159 million in gross proceeds directed towards Norwegian institutional investors. The private placement was completed in order to finance the acquisition of Mi8 Corp for USD 21 million. The acquisition was announced and completed in September 2006. Except for this, there have been no significant change in the financial or trading position of Apptix which has occurred since the Q2 2006 financial report.

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Apptix will report its financial figures for Q3 2006 on 8 November 2006. USD 1,000 31.12.2003

NGAAP (Audited)

31.12.2004 IFRS

(Unaudited)

31.12.2005 IFRS

(Audited)

30.06.2005 IFRS

(Unaudited)

30.06.2006 IFRS

(Unaudited) Total intangible assets 1,056 6,136 13,288 5,874 13,224 Total property and equipment 555 587 1,028 573 1,503 Total non-current assets 1,611 6,723 14,316 6,447 14,727 Total current assets 5,672 4,009 6,522 3,103 5,306 Total assets 7,283 10,732 20,838 9,550 20,033 Total shareholders’ equity 6,279 8,528 10,375 5,725 8,027 Total long term debt - 276 4,473 1,630 5,437 Total current liabilities 1,004 1,928 5,990 2,195 6,569 Total shareholders’ equity / debt 7,283 10,732 20,838 9,550 20,033 Capitalization and indebtedness The Company believes that the capitalisation as of 30 June 2006 represents an adequate capital structure for the Company. The Company has limited debt in the form of long-term and short-term liabilities and finance leases. The following table sets forth the Company’s actual capitalisation as of 30 June 2006. The information has been derived from the Company’s consolidated quarterly report for Q2 2006.

(in thousand of NOK) 30 June 2006 Actual (NOK’000)

Current debt Guaranteed - Secured - Unguaranteed / unsecured 6,569 Total current debt 6,569 Non-current debt Guaranteed - Secured - Provisions - Convertible debt 4,975 Deferred tax assets - Unguaranteed / unsecured 462 Total non-current debt 5,437 Shareholder’s equity Share capital 650 Other equity 7,377 Minority interests - Total shareholder’s equity 8,027 Total 20,033

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(in thousand of NOK) 30 June 2006

Actual (NOK’000) A. Cash 3,481 B. Cash equivalent 0 C. Trading securities 0 D. Liquidity (A) + (B) + (C) 3,481 E. Current Financial Receivable 1,825 F. Current Bank debt 0 G. Current portion of non-current debt 0 H. Other current financial debt 6,569 I. Current Financial debt (F) + (G) + (H) 6,569 J. Net Current Financial Indebtedness (I) - (E) – (D) 1,263 K. Non current Bank Loans 462 L. Bonds issued 0 M. Other non current loans 4,975 N. Non current Financial Indebtedness (K) + (L) + (M) 5,437 O. Net Financial Indebtedness (J) + (N) 6,700

After 30 June 2006 the Company has increased its financial resources, mainly due to a private placement of new equity with gross proceeds of NOK 159 mill completed in September 2006. Except for the private placement there have been no significant changes in the capitalisation and indebtedness of Apptix since 30 June 2006. Board of Directors, Senior Management and Employees Board of Directors Paul Brennan (Chairman), Michael S. Mathews, Atle Lygren, Kjell Bråthen, Dean Zuzic and Amir Hudda (CEO). Senior Management team Amir Hudda (CEO), Matt Soska, Samir Gulati, Martin Schuchman, Dan Soravilla, Alexander Yevelev, Donald Dimon and Kjetil Askildsen. Advisors and auditors Legal counsel Consilium Law and Bugge, Arentz-Hansen & Rasmussen Advokatfirma. Financial advisors SEB Enskilda ASA and Kaupthing ASA. Auditor Ernst & Young. The Transaction with Mi8 On 6 September 2006, Apptix announced that the Company had entered into an agreement to acquire all outstanding shares in Mi8 Corporation (“Mi8”), a privately US based technology company for USD 21 million (the “Transaction”). The Transaction was financed with a new equity issue of approximately USD 25 million (please refer to Section “The Completed Offering”). The closing of the Transaction took place on 6 September 2006.

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Description of Mi8 Mi8 Corporation was founded in 1997 in New York City by Huw Thomas, Dave Castellani, Chris McConnell, and Azfar Haider. Mi8's core mission is to transform Microsoft Exchange, a sophisticated messaging and collaboration system, into easy-to-use subscription services. Mi8 is not simply a "hosting" company - hosting companies function as an extension of your corporate facilities, with highly redundant data centers - but instead Mi8 functions as an extension of your Information Technology team, managing and monitoring its sophisticated messaging and collaboration infrastructure, so you don't have to. Over 90% of their revenue comes from selling Hosted Exchange. They had revenue of USD 6.45 million in 2005 and USD 4.87 million in H1 2006. Their business model (solutions, target market, gross margins, etc.) is very similar to Apptix. Like Apptix, they also have significant experience in this space. They were one of the first companies to provide Exchange services in a Hosted model in 1997. The combined company The “new” Apptix now has a comprehensive portfolio of solutions to address the unique needs of the entire SMB spectrum, from very small businesses looking for a simple, shared service to mid-market companies seeking an outsourced managed service. Apptix’s direct business will be complemented by its continued efforts to align itself with like minded strategic partners, including IBM, HP, Bell Canada and Savvis. Microsoft recognizes both Apptix and Mi8 as leaders in the Hosted Exchange space and will continue to collaborate with the companies on key initiatives. With the combined company’s expanded footprint, customer and user base, hopefully this will further increase the companies’ joint collaboration and marketing activities with Microsoft. Apptix’s increased market share and presence will also increase the attention from industry and financial analysts, media and future channel partners. As the combined company rolls out its new offerings in the VoIP and IM space, Apptix will benefit from its increased size and presence in the messaging and collaboration market. Furthermore, Apptix is now uniquely positioned to support the upcoming Exchange 2007 and SharePoint 3.0 roll-outs. The acquisition of Mi8 establishes Apptix as the dominant leader in the delivery of Hosted Exchange services to the SMB market. With the addition of Mi8’s 55 employees, Apptix will now employ a total of 168 employees. With this acquisition, Apptix will add world class data centers in Manhattan, NY and London, United Kingdom, and will add 1,750 new customers and approximately 40,000 new subscribers, resulting in more than 130,000 Hosted Exchange subscribers and over 12,000 customers worldwide. Pro forma financial information The table below shows the pro forma figures for the combined company. Please refer to Section “Pro forma figures including Mi8 Corporation” for a more detailed explanation.

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Share capital, major shareholders and related party transactions Share capital As of the date of this Prospectus the Company’s registered share capital is NOK 5,335,083.78 divided into 80,106,363 shares, each with a par value of NOK 0.0666, and this includes the Shares issued in the Offering, i.e. 18,700,000 Shares, each with a par value of NOK 0.0666. Major shareholders The following table sets forth information regarding the ownership of Apptix Shares as of the date of the Prospectus.

Shares owned before the Offering Main shareholders 1) Number Percentage BNP Paribas Sec. Ser. Swiss residents 5,991,500 9.76% SIS Segaintersettle Account 3,526,768 5.74% Convexa Capital IV A 3,354,435 5.46% Alfa Invest AS v/Sten Ihlebakke 3,320,000 5.41% Carnegie ASA Meglerkonto 3,055,000 4.98% Epsilon AS1) 2,736,000 4.46%

1) Controlled by Board member Kjell Bråthen To the Company’s knowledge, there are no other shareholders than the shareholders owning more than 5% listed above that have a notifiable interest in the Company’s capital or voting rights. Related party transactions Paul Brennan, the Chairman of Apptix, has, in addition to his ordinary compensation as Chairman, received NOK 438,444 under a consulting agreement approved by the shareholders meeting on September 10, 2004. In addition, Paul Brennan will be paid a flat fee of 1.75% of the company value in the event the company is sold or if the company is listed on NASDAQ (or on another recognized international stock exchange). The Company is not aware of any other related party transactions that have taken place since 1 January 2003. The Offering The purpose of the Offering is to finance the acquisition of Mi8. In aggregate 18,700,000 New Shares were issued in the Offering. The New Shares were issued at a subscription price of NOK 8.50 per New Share. On 3 September 2006, the Board of Directors of Apptix resolved to increase the Share Capital by NOK 1,000,000 through the issuance of 15,015,015 New Shares, each with a par value of NOK 0.0666, in connection with the Offering, and pursuant to an authorisation to the Board of Directors provided at the ordinary general meeting held 4 May 2006. The remaining 3,684,985 New Shares issued in the Offering were issued pursuant to a resolution by the general meeting of the shareholders held on 20 September 2006. The New Shares were at their issue not tradeable on Oslo Børs and have remained as such until the date this Prospectus was approved by Oslo Børs (Being the date thereof). The first day of their trading on Oslo Børs will be 23 October 2006. The expenses related to the Offering are estimated to be NOK 9.0 million, including fees to the Managers of NOK 8 million. Other expenses related to the listing of the New Shares include printing and distribution of this Prospectus as well as fees to Oslo Børs. This will give net proceeds from the Offering of approximately NOK 150.5 million. The percentage of immediate dilution resulting from the Share Issue for the Company's shareholders is 30.45%. The amount of immediate dilution resulting from the Offering for the Company's shareholders is NOK 1,245,420 (nominal value).

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Additional information Articles of association Apptix ASA is a public limited company with a share capital, fully paid, of NOK 5,335,083.78, divided into 80,106,363 shares, each of NOK 0.0666. The shares are registered in the VPS. The board of Apptix ASA shall have a minimum of 3 and a maximum of 10 directors. The Company’s articles of association are attached as Appendix 1 to this Prospectus. Documents on display Documents which have been referred to in this Prospectus, including the Group’s certificates of incorporation, will be made available at Apptix’ office in Oslo. Summary of Risk Factors The following is a summary of the risks related to Apptix’ business. The list is not exhaustive, and you are encouraged to read the Section “Risk Factors” of this Prospectus for a more detailed description of the risks associated with an investment in Apptix.

• Apptix may continue to incur losses and experience negative cash flow. • Success depends on the acceptance and increased use of Software as a Service (SaaS). • The business strategy may be difficult to execute and may not effectively address Apptix’s

market. • Apptix plans to expand very rapidly and managing growth may be difficult. • Future acquisitions may adversely affect business. • Apptix may not be able to deliver SaaS services if third parties do not provide key components

of Apptix’s infrastructure. • Ability to provide SaaS services depends on good relationships with software vendors. • Microsoft might compete against Apptix or might discontinue its support of Apptix in the

market. • Apptix depends on the development of products and services and faces risks associated with

technological change. • The markets Apptix serves are highly competitive. • Security risks • The network infrastructure could fail, which would damage Apptix’s ability to provide

guaranteed levels of service and could result in significant operating losses. • Growth could be limited if Apptix is unable to attract and retain qualified personnel. • Intellectual property infringement claims against Apptix, even without merit, could cost a

significant amount of money to defend and divert management’s attention away from business.

• Because Apptix has international operations, it faces additional risks related to international political and economic conditions.

• Results may be adversely affected by currency fluctuations. • The share price could be volatile. • Fluctuations in quarterly operating results may negatively impact the stock price. • The reliability of market data included in this Prospectus is uncertain. • Credit risk • Liquidity risk • Future share capital measures may lead to a substantial dilution of the participations of the

Company’s shareholders. • Pre-emptive rights may not be available to U.S. holders of the Shares. • It may be difficult for investors based in the United States to enforce civil liabilities predicated

on U.S. securities laws against the Company, the Company’s Norwegian affiliates or the Company’s directors and executive officers.

• Holders of the Company’s Shares that are registered in a nominee account may not be able to exercise voting rights as readily as shareholders whose Shares are registered in their own names with the Norwegian Central Securities Depository (VPS).

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• The transfer of Shares is subject to restrictions under the securities laws of the United States and other jurisdictions.

• The ability of shareholders of the Company to make claims against the Company in their capacity as such following registration of the share capital increase in the Norwegian Register of Business Enterprises is severely limited under Norwegian law.

Apptix has made forward-looking statements in this Prospectus which are based on Apptix’ current market view and information currently available to it. Apptix undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations or by an appropriate regulatory authority.

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RISK FACTORS

Readers of this Prospectus should carefully consider all of the information contained herein, and in particular the following factors, which may affect some or all of the Company’s activities, and which may make an investment in the New Shares one of high risk. Please note that this list is not exhaustive. The actual results of the Company could differ materially from those anticipated as a result of many factors, including the risks described below and elsewhere in this Prospectus. All equity investments involve elements of risk. Prospective investors should consider carefully each of the following risks and other information contained in this Prospectus and make an independent evaluation before making an investment decision. The information below does not purport to be an exhaustive list. If any of the following risks or uncertainties were to materialise, the Group’s business, financial position, results and/or future operations may be materially adversely affected. In such case, the market price of the Shares may decline and an investor may lose all or part of his investment. Additional risks and uncertainties not presently known to the Board, or which the Board currently deem immaterial, may also have an adverse effect upon the Group. Apptix may continue to incur losses and experience negative cash flow. The business has not to date generated sufficient cash flow to fund operations without resorting to external sources of capital. Starting up Apptix and building today’s customer base has required substantial capital and other expenditures. Further developing the business will require significant additional capital and other expenditures. Apptix may continue to incur losses and experience negative cash flow, and Apptix cannot guarantee that it will ever be profitable. Apptix may need additional capital to fund operations and finance growth, and may not be able to obtain it on terms acceptable to Apptix or at all. If Apptix cannot obtain financing on terms acceptable or at all, the operating results and business would be adversely affected. In particular, Apptix may be forced to curtail planned business expansion and may be unable to fund ongoing operations. Success depends on the acceptance and increased use of Software as a Service (SaaS). Apptix’s business model depends on the acceptance and use of SaaS by commercial users in the geographical markets where Apptix delivers services to its clients. The market for SaaS has only recently begun to develop. Apptix cannot be certain that this market will become viable or, if it becomes viable, that it will grow. If the market for Apptix’ services does not grow or grows more slowly than currently anticipated, Apptix’s operating results and business would be materially adversely affected. In addition, the business could suffer dramatically if Apptix’ SaaS services are not accepted or perceived to be ineffective in its targeted markets. The business strategy may be difficult to execute and may not effectively address Apptix’s market. To date, Apptix has devoted particular attention and resources to implement the following elements of in their strategy:

• Developing the proprietary TECOS® platform architecture. • Investing in relationships with Microsoft, Hewlett-Packard (HP), Research in Motion and

Good Technology. • Developing and maintaining web properties • Building and pursuing relationships with service providers. • Establishing data center facilities.

Apptix cannot assure that its current strategy will be successful. In such case, the business and operating results can be adversely affected.

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Apptix plans to expand very rapidly and managing growth may be difficult. Apptix expects to expand its business into new market segments and geographies and the number of services offered. Apptix cannot assure that it will successfully manage its growth. If Apptix cannot manage growth effectively, the business and operating results will be materially adversely affected. Future acquisitions may adversely affect business. Future acquisitions by Apptix may result in the use of significant financial resources, the potentially dilutive issuances of equity securities and the incurrence of debt and amortization expenses related to other intangible assets, each of which could materially adversely affect operating results and business. Failure to successfully integrate acquired companies or such companies subsequent under performance could have a material adverse effect on the business and operating results. Apptix may not be able to deliver SaaS services if third parties do not provide key components of Apptix’s infrastructure. Apptix depends on other companies to supply key components of its infrastructure, including data centers and bandwidth. Although Apptix leases capacity from multiple suppliers, a disruption of service could prevent Apptix from maintaining its standard of service. Further, some of the key components of the system and network are available only from limited sources in the quality and quantity demanded. Failure to obtain needed products or services in a timely fashion, at appropriate quality levels and at an acceptable cost, could have a material adverse effect on its business. Ability to provide SaaS services depends on good relationships with software vendors. Apptix’s business consists of operating, managing and offering leading software applications on a subscription basis. Apptix obtains these software products under license agreements with leading software providers, and package them as part of the service offering. The terms of these agreements vary. All of these agreements may be terminated upon a breach, subject to cure periods. If these agreements are terminated prior to the end of their term or not renewed after their term expires, or Apptix otherwise is unable to continue to use this service, Apptix might have to discontinue products or services. Any of these events may have a material adverse effect on the business and operating results. Microsoft might compete against Apptix or might discontinue its support of Apptix in the market. Apptix has invested to a significant degree in its relationship with Microsoft. To date, this investment has paid off and Apptix believes it has built a relationship which is of strong benefit to both Apptix and Microsoft. Based on the energy Apptix has invested in Microsoft and based on the dependence of Apptix on Microsoft technologies, the Apptix business has become heavily reliant on maintaining a good relationship with Microsoft. For any number of reasons, Apptix’s relationship with Microsoft might deteriorate. Microsoft might find other partners which can provide similar or better services than Apptix. Microsoft might even endeavour to emulate Apptix’s technology and then compete directly with Apptix. Apptix’s failure to leverage and/or continue to strengthen its relationship with Microsoft would have a material adverse effect on the business. Apptix depends on the development of products and services and faces risks associated with technological change. Apptix’ success will depend upon the ability to develop new products and services that meet changing customer needs and obtain additional application software. The market for Apptix’s products and services is characterized by rapidly changing technology, evolving industry standards and customer requirements, emerging competition and frequent new product and service introductions. Apptix cannot assure that it can successfully identify new services opportunities and develop and bring new services to market in a timely manner. The markets Apptix serves are highly competitive. Apptix’s current and potential competitors include USA.NET, Intermedia.NET, 123Together.com, and others. Further, Apptix competes against its own customers, who have the alternative of implementing in-house solutions. Apptix may also face competition from certain companies in related industries such as software providers and systems integrators. Many of Apptix’s competitors may have greater

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resources than Apptix. Apptix also believes that there is likely to be consolidation in the markets, which could increase price pressure and other competition in ways that have a material adverse affect its business and operating results. Security risks Apptix’s ability to provide for the secure transmission of confidential information to and from the data centers is integral to the growth of SaaS services. Although Apptix has implemented a variety of state-of-the-art network security systems to protect against unauthorized access and computer viruses, other intentional acts and accidents and disruptions may occur. This could potentially result in liability to Apptix, loss of existing customers or damage to its reputation. The costs required to avoid the intrusion of or to eliminate computer viruses or to alleviate other potential or real security threats could be expensive and any additional efforts required to address security issues could result in service interruptions or delays to its clients. This would have a material adverse effect on the business and operating results. The network infrastructure could fail, which would damage Apptix’s ability to provide guaranteed levels of service and could result in significant operating losses. To provide customers with guaranteed levels of service, Apptix must operate the network infrastructure without interruption. In order to operate in this manner, Apptix must protect its network infrastructure, equipment and customer files against damage from human error, natural disasters, unexpected equipment failure, power loss or telecommunications failures, sabotage or other intentional acts of vandalism. Even if Apptix takes precautions, the occurrence of a natural disaster, equipment failure or other unanticipated problem at one or more of the data centers could result in interruption in the services provided to customers. Apptix cannot assure that its disaster recovery plan will address all, or even most, of the problems they may encounter in the event of such a disaster. Any of these occurrences could result in significant operating losses. Growth could be limited if Apptix is unable to attract and retain qualified personnel. Apptix believes that its short- and long-term success depends largely on the ability to attract and retain highly skilled technical, managerial and marketing personnel. Individuals with IT skills are in short supply and competition for software development personnel is particularly intense. Apptix may not be able to hire the necessary personnel to implement the business strategy, or may need to pay higher compensation for employees than currently expected. Failure to attract or retain any of these employees could have a material adverse affect on the business and operating results. Intellectual property infringement claims against Apptix, even without merit, could cost a significant amount of money to defend and divert management’s attention away from business. As the number of software products in target markets increases and the functionality of these products further overlap, software industry participants may become increasingly subject to infringement claims. It is possible that someone may claim that Apptix’s technology, including the proprietary TECOS® platform, infringes their proprietary rights. Any infringement claims, even if without merit, can be time consuming and expensive to defend. Such claims and any ensuing litigation could divert management’s attention and resources and could cause service implementation delays. They also could require Apptix to enter into costly royalty or licensing agreements. If successful, a claim of product infringement against Apptix and their inability to license the infringed or similar technology could adversely affect operating results and business. Because Apptix has international operations, it faces additional risks related to international political and economic conditions. Apptix is a Norwegian company with primary offices in the U.S. There are risks inherent in conducting business internationally. These include:

• Unexpected changes in regulatory requirements. • Export restrictions. • Tariffs and other trade barriers. • Challenges in staffing and managing international operations. • Differences in employment laws and practices among different countries.

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• Differing technology standards. • Fluctuations in currency exchange rates. • Imposition of currency exchange controls. • Potentially adverse tax consequences. • Difficulties in enforcing contracts. • Difficulties and expense of maintaining international sales distribution channels.

Apptix cannot assure that one or more of these factors will not have a material adverse effect on current or future international operations and, consequently, on operating results and business. Results may be adversely affected by currency fluctuations. Because Apptix operates in several countries, Apptix will be exposed to volatility associated with foreign currency exchange rates in the course of business. Government regulation and legal uncertainties could add additional costs to doing business on the Internet and could limit the clients’ use of the Internet. Laws and regulations directly applicable to communications or commerce over the Internet are becoming more prevalent. The adoption or modification of laws or regulations relating to the Internet could adversely affect Apptix’s business. Although Apptix knows of no pending legislation that are considered to be threatening, they can not predict what types of laws may be passed and whether such laws could have potential adverse effects on operations or business. The share price could be volatile. The trading price of its shares is likely to be volatile, particularly given the early stage of Apptix’s business. The stock market in general, and the market for technology and technology-related companies in particular, has experienced extreme volatility. This volatility has often been unrelated to the operating performance of particular companies. Apptix cannot assure that an active public market for the shares will develop or continue. Prices for the shares will be determined in the marketplace and may be influenced by many factors, some of which will be outside of Apptix’s control. These factors include variations in Apptix’s financial results, changes in earnings estimates by industry research analysts, rumors and speculation in the market, investors’ perceptions of Apptix and general economic, industry and market conditions. Fluctuations in quarterly operating results may negatively impact the stock price. The quarterly operating results may fluctuate significantly in the future as a result of a variety of factors, many of which are outside Apptix’s control. These factors include:

• The demand for and market acceptance of SaaS services; • The ability to develop, market and introduce new services on a timely basis; • Downward price adjustments by competitors; • Changes in the mix of services provided by competitors; • Technical difficulties or system downtime affecting the Internet generally or Apptix’s hosting

operations specifically; • The ability to meet any increased technological demands of customers; • The amount and timing of costs related to marketing efforts and service introductions; • Economic conditions specific to the SaaS industry. • General economic conditions

The operating results for any particular quarter may fall short of Apptix’s expectations or those of investors or securities analysts. In this event, the market price of the stock would be likely to fall. The reliability of market data included in this Prospectus is uncertain. Because Apptix is a young company and operates in a relatively new industry and rapidly changing market, market data from industry publications are included. The reliability of this data cannot be assured. Market data used throughout this Prospectus was obtained from internal company surveys and industry publications. Industry publications generally state that the information they provide has been obtained from sources believed to be reliable, but that accuracy and completeness of such information

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is not guaranteed. Although it is believed that market data used in this Prospectus is reliable, it has not been independently verified. Credit risk Credit risk is assessed as low, as the company has not experienced significant losses on receivables in the past. Total credit risk exposure as of December 31, 2005 is $1,242 thousand for the company. This is an increase from 2004 when the exposure was $741 thousand. The above figures do not include inter-company receivables. The company has not entered into set-off agreements or derivate agreements to reduce the credit risk. Liquidity risk The company has an ongoing process of ensuring that it has sufficient cash resources to maintain its operations until the company reaches cash flow positive. The Board is fully committed to ensure that the company’s financial position is satisfactory. Forward-looking statements

Apptix has made forward-looking statements in this Prospectus, which are based on Apptix’s current market view and information currently available to it. The following factors, in addition to the other information contained in this Prospectus, should be carefully considered before making any investment in Apptix. Included in this Prospectus are various “forward-looking statements”, including statements regarding the intent, opinion, belief or current expectations of the Company or its management with respect to, among other things, (i) goals and strategies, (ii) the Company’s target markets, (iii) evaluation of the Company’s markets, competition and competitive position, (iv) trends which may be expressed or implied by financial or other information or statements contained herein, and (v) outcomes of disputes. Such forward-looking statements are not guarantees for future performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance and outcomes to be materially different from any future results, performance or outcomes expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the risk factors described elsewhere in this Prospectus. Apptix undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations or by an appropriate regulatory authority.

Future share capital measures may lead to a substantial dilution of the participations of the Company’s shareholders.

The Company may require additional capital in the future to finance its business activities and growth plans. Raising additional capital and, conceivably, exercising currently outstanding or yet to be issued convertible or warrant-linked bonds, or the acquisition of other companies or shareholdings in companies by means of yet to be issued Shares of the Company as well as any other capital measures may lead to a dilution of shareholdings in the Company.

Pre-emptive rights may not be available to U.S. holders of the Shares.

Under Norwegian law, prior to the Company’s issuance of any new Shares for consideration in cash, the Company must offer holders of the Company’s then-outstanding Shares pre-emptive rights to subscribe and pay for a sufficient number of Shares to maintain their existing ownership percentages, unless these rights are waived at a general meeting of the Company’s shareholders. These pre-emptive rights are generally transferable during the subscription period for the related offering and may be quoted on Oslo Børs. U.S. holders of the Shares may not be able to receive, trade or exercise pre-emptive rights for new Shares unless a registration statement under the U.S. Securities Act is effective with respect to such rights or an exemption from the registration requirements of the U.S. Securities Act is available. The Company is not a registrant under U.S. securities laws. If U.S. holders of the

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Shares are not able to receive, trade or exercise pre-emptive rights granted in respect of their Shares in any rights offering by the Company, then they may not receive the economic benefit of such rights. In addition, their proportional ownership interests in the Company will be diluted.

It may be difficult for investors based in the United States to enforce civil liabilities predicated on U.S. securities laws against the Company, the Company’s Norwegian affiliates or the Company’s directors and executive officers.

The Company is organized under the laws of Norway. Most of the Company’s directors and executive officers reside in Norway. Further, a significant portion of the Company’s assets, and those of the Company’s directors and executive officers, are located in Norway. As a result, it may not be possible for non-Norwegian investors to effectuate service of process in their own jurisdiction on the Company or any of such persons, or to enforce against them judgments obtained in non-Norwegian courts. Norway is party to the Lugano Convention and a judgment obtained in another Lugano Convention state will in general be enforceable in Norway. However, there is substantial doubt as to the enforceability in Norway of judgments of non-Lugano Convention state courts. Further, it may be difficult for investors in the United States to effect service of process within the United States upon the Company or the Company’s directors and executive officers or to enforce judgments obtained in U.S. courts predicated on the civil liability provisions of U.S. Federal securities laws against the Company or the Company’s directors and executive officers. Although U.S. investors may bring actions against the Company, the Company’s Norwegian affiliates or any of the Company’s directors or executive officers resident in Norway, Norwegian courts are unlikely to apply U.S. law when deciding such cases. Accordingly, there exists some doubt as to the enforceability of U.S. Federal securities laws in actions originally brought in Norwegian courts based on liabilities predicated solely on U.S. Federal securities laws.

Holders of the Company’s Shares that are registered in a nominee account may not be able to exercise voting rights as readily as shareholders whose Shares are registered in their own names with the Norwegian Central Securities Depository (VPS).

Beneficial owners of the Company’s Shares that are registered in a nominee account (e.g., through brokers, dealers or other third parties) may not be able to vote such Shares unless their ownership is re-registered in their names with the VPS prior to the Company’s general meetings. The Company cannot guarantee that beneficial owners of the Company’s Shares will receive the notice for a general meeting in time to instruct their nominees to either effect a re-registration of their Shares or otherwise vote their Shares in the manner desired by such beneficial owners.

The transfer of Shares is subject to restrictions under the securities laws of the United States and other jurisdictions.

The Company has not registered the Shares under the Securities Act or the securities laws of jurisdictions other than the Kingdom of Norway and the Company does not expect to do so in the future. The Shares may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) nor may they be offered or sold in any other jurisdiction in which the registration of the Shares is required but has not taken place, unless an exemption from the applicable registration requirement is available or the offer or sale of the Shares occurs in connection with a transaction that is not subject to these provisions. 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 subscription rights.

The ability of shareholders of the Company to make claims against the Company in their capacity as such following registration of the share capital increase in the Norwegian Register of Business Enterprises is severely limited under Norwegian law.

Once the capital increase relating to any Shares of the Company (including the New Shares) has been registered in the Norwegian Register of Business Enterprises, purchasers of those Shares have limited rights against the Company under Norwegian law.

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All of the factors discussed in this section of the Prospectus, as well as other factors pertaining to Apptix, its business and the business environment in which it operates, could materially and adversely affect the business, results of operations and financial condition of the Company and could lead to a drop in the market price of the Shares.

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STATEMENTS OF RESPONSIBILITY

Responsibility statement by the Board of Directors

The Apptix Board of Directors confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of our knowledge, in accordance with the facts and contains no omissions likely to affect the import of this Prospectus.

19 October 2006

The Board of Directors of Apptix ASA

Paul Brennan (Chairman)

Kjell Bråthen Atle Lygren

Michael S. Mathews Dean Zuzic Amir Hudda

(CEO)

Third Party Information

The information in this Prospectus that has been sourced from third parties has been accurately reproduced and as far as the Company is aware and able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Where third party information is used in this Prospectus, the source of such information is specified in the relevant sections.

Responsibility statement by the Managers

The Managers of the Offering were SEB Enskilda ASA (lead manager) and Kaupthing ASA (co-lead manager). The Prospectus has been prepared by the Managers in co-operation with the Board of Directors and the management of Apptix ASA, on the basis of information provided by Apptix ASA, including annual and quarterly reports, conversations with the Company's directors and management, as well as external sources of information. In a separate undertaking the Board of Directors and executive management of Apptix ASA have confirmed the completeness and correctness of the information submitted to the Managers in connection with the preparation of the Prospectus. The Managers have endeavoured to provide as correct a presentation as possible for an evaluation of the shares in Apptix ASA in connection with the Offering. The Managers cannot, however, accept any legal and/or commercial and/or financial liability for the completeness and/or accuracy of this Prospectus. As of 19 October 2006, SEB Enskilda ASA and employees and companies controlled by SEB Enskilda’s employees owned 450,000 shares in Apptix ASA. As of 19 October 2006, Kaupthing ASA and employees and companies controlled by Kaupthing ASA’s employees owned 17,527 shares in Apptix ASA.

Oslo, 19 October 2006

SEB Enskilda ASA

Kaupthing ASA

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INFORMATION ABOUT THE COMPANY

Incorporation, registered office and registration number

Apptix ASA is a Norwegian public limited liability company organised under the Public Limited Companies Act. The Company was incorporated in September 2001 as a public limited liability company. Founded in 1997, Apptix is one of the world's most experienced software service providers. The company began as the software and engineering division of TeleComputing ASA, an international leader of outsourced application services based in Norway. In 2002, Apptix was spun off to become an independent company based in the United States, with headquarters in Virginia. Apptix is publicly held and traded on the Oslo Børs in Norway (OSE: APP). The registered business address of Apptix is Nesøyveien 4, 1369 Billingstad. The Company’s headquarters is located at 13461 Sunrise Valley Dr, Suite 300, Herndon, VA 20171. The Company’s telephone number is +1 703 890 2800 and the fax number is +1 703 890 2801. The Company is registered with the Norwegian Register of Business Enterprises as a public limited liability company under registration number 883 742 192.

History and Development

The following table sets forth the most important milestones in the Company’s history. Table 1: History 2006 Acquisition of Mi8 Corporation 2005 Acquisition of DevStreet, Inc. (MailStreet) 2004 Acquisition of ASP-One, Inc. 2002 De-merger from TeleComputing ASA as a separate publicly listed company 2001 Apptix earns Microsoft Gold Certification 2001 Apptix signs first channel partner – BroadBand Office 1999 Incorporation of TeleComputing, Inc. (Apptix)

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BUSINESS OVERVIEW

Apptix is a premiere provider of on-demand messaging and collaboration solutions to more than 90,000 Exchange users and 10,000 customers worldwide. Its offerings, which include solutions for Hosted Exchange, Hosted SharePoint, Mobile Messaging, and Archiving and Compliance, provide small and medium-sized businesses with a more affordable, reliable and secure alternative to purchasing and managing software applications in-house. Leading channel partners, including IBM, Hewlett-Packard, Bell Canada, Savvis and others have selected TECOS®, the Apptix Service Management Platform. TECOS supports a full range of private-label solutions and is backed by multi-tiered customer service. Apptix is a Microsoft Gold Certified Partner for Hosting and Application Services, and has strong technology partnerships with leading vendors like Research in Motion and Good Technology, among others. Vision Apptix’s vision is to: “Be The Leader in On-Demand Messaging, Collaboration and Voice solutions for the SMB market.” To reach its vision, Apptix aims to grow to more than USD 100 million in annual revenue within 3 years through strong organic growth and accretive acquisitions, and further develop a platform for a comprehensive set on on-demand messaging and collaboration solutions. 2006 Goals Become EBITDA Positive in Q4 2006 It is Apptix’s objective to make the Company EBITDA positive by the end of the year. Establish a Single Platform for Our Web Direct Business Units Consolidate the platforms used in the Company’s web direct business units. This will streamline future development and customer support efforts. Achieve Operational Efficiency Apptix will continue to consolidate and improve its data centers and the infrastructure upon which its customers rely for daily service. The Company will also begin to use the India Development Center for remote network management activities. Deliver Customer Service Excellence As an on-demand provider, Apptix is acutely aware that its customers are looking for world-class customer service. Apptix will continue to hire experienced staff, provide deeper training, and make infrastructure investments. Apptix’s primary objective here is to make sure that its customers are delighted with its service and remain loyal Apptix customers. Accelerate Apptix’s Investment in Unified Messaging and Collaboration Apptix will make new investments to deliver on its vision of unified messaging and collaboration solutions. This will include expanding into voice-based solutions, such as hosted PBX and voice conferencing. In addition, Apptix will deliver enterprise-level Instant Messaging capabilities. With unified messaging and collaboration, Apptix will provide the SMB market with a comprehensive on demand portfolio of solutions for business communication. Apptix’s Service Offerings Software acquisition has been a cycle of purchase-own-maintain, but the advantages of the Internet combined with business and technology volatility have created a shift to "Software as a Service" - subscribing to the use of an application for a fixed monthly fee. As a leading provider of on-demand messaging and collaboration applications, Apptix makes its on-demand offerings available to business customers through its direct properties and Channel Partners.

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Apptix empowers small and medium-sized businesses with messaging and collaboration services, such as Microsoft Hosted Exchange and Hosted Windows SharePoint Services. All delivered to the clients on-demand.

SMBs are facing growing Messagingchallenges…

Instant Messaging

E-mail andV-mail

Wireless Access

Anti-Spam/Virus

E-mail Archiving

…which are further complicated by their Collaboration needs…

WebConferencing

Intranet/Extranets

VoiceConferencing

Document Sharing

•Multiple Vendors

• Costly Infrastructure

•Migration, Maintenance, Upgrade Challenges

Pay As You Go

Available On-Demand

Flexibility To Add/Change Services

Always Available

Single Service Provider

THE SOLUTION

Microsoft Exchange Server is a collaborative software product and is the most popular mail server among corporations. Now Apptix enables SMBs to utilize this Outlook client-accessed solution with minimal investment, without sacrificing functionality. Windows SharePoint Services is a platform that allows teams, partners and customers to communicate, collaborate and share information via custom portals and Intranets/Extranets. Key benefits of Software as a Service include:

• Enterprise class applications on a monthly subscription basis • Work anywhere, anytime • No long-term commitment and reduced upfront investment • Focus on the outcome, not the process

TECOS Platform The Apptix Service Management Platform, TECOS, is a fully integrated management platform that allows users to quickly and efficiently provision and manage their Hosted Messaging and Collaboration solutions. Everything from provisioning services to adding, deleting, and managing users can be done through our easy-to-use, on-demand portal. Because it is the Company’s proprietary solution, it can launch new applications and upgrade existing solutions as required. Moreover, TECOS has proven to be a highly scalable and reliable platform. Leading global service providers such as IBM and Bell Canada have selected the TECOS platform to deliver their own hosted messaging services.

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The Apptix service management platform is ideal for messaging and collaboration applications, which require regular administration of front-end tasks: adding or deleting mailboxes, setting up distribution lists and public folders, changing permissions and more. All customers need is a web browser and a live Internet connection to receive service. Yet it masks the back-end processes, such as backup and maintenance. TECOS includes easy user interfaces for different types of users:

• Channel Partners • Customer Company Administrators • Individual End Users

Apptix Hosting Infrastructure Apptix offers a comprehensive outsourced solution based on Microsoft's .NET technology and built upon the Windows platform. As a Microsoft Gold Certified Partner for Hosting and Application Services, Apptix has proven experience and know-how that our direct customers and channel partners have come to rely on. The Microsoft Gold Certified Partner certification process, based on the Information Technology Infrastructure Library (ITIL) standard, is a rigorous one to ensure the highest possible service levels. Building an enterprise-class data center with all the redundancies and safeguards is impractical and cost-prohibitive for a small-medium business. For critical applications like e-mail, a logical solution is to leverage the hosting infrastructure already in place with Apptix. Everything is well-established and skillfully architected by the Company, from the physical plant, to hardware and software, to policies and procedures. The Apptix architecture provides all the requirements for meeting or surpassing the Service Level Agreements of its customers. All hosted services are on an enterprise-class, shared platform, housed in a tier-1 data center, operating on the Microsoft Windows platform. Apptix’s network and application architecture provides for a high level of performance, reliability, and scalability. In addition, the design incorporates firewalls, Virtual LANs and Access Control Lists (ACLs) to deliver the highest possible levels of network security. The Apptix architecture achieves high availability at the operating system, system services, and application code layers through a combination of server redundancy and fail-over. Server redundancy means that multiple servers are available to process requests. Fail-over means that if one component fails, an alternate one that is capable of handling the increased load will automatically take over. Apptix’s network architecture is comprised of four primary segments, designed to optimize security and performance and is illustrated below:

• Perimeter Network contains the Internet-facing interfaces with public addressable IP addresses.

• Front-End Network contains the customer-facing interfaces for core services. All customer specific traffic is isolated to this segment.

• Back-End Network contains data base access, management, monitoring, and security, and is isolated from the front-end network.

• Backup Network contains backup and restore traffic to avoid performance impact on other segments.

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Marketing the Products Apptix’ solutions are ideally suited for Small and Medium-sized Businesses (SMBs). Apptix segments and supports the SMB market in the following way: Ultra-Small Business (1-20 users): Serviced through Apptix’s web direct properties (ASP-One, MailStreet, and SharePointSite) through an easy self-signup process. Small Business (21-100 users): Serviced through Apptix’s web direct properties and channel partners, including HP and Bell Canada. Mid-Market (101-1000 users): Serviced through leading channel partners like IBM, HP, Bell Canada, Savvis, and others. Enterprise (>1,000 users): Supported through leading channel partners like IBM, HP, Bell Canada and Savvis.

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Leading analysts agree that successful SaaS vendors will deploy a hybrid go-to-market strategy, combining a direct sales model approach with a strong channel program. Having direct sales allows Apptix to sell affordable solutions to the ultra-small and small business markets. Further, it allows the Company to partner with its customers and establish a critical feedback mechanism through which the Company can better understand their evolving business needs and support requirements. The complementary existence of an indirect sales channel provides Apptix with the ability to scale, extend its reach, and collaborate with the leaders in on-demand computing, such as IBM and HP. Apptix Go-To-Market Strategy Apptix has three main components of its Go-To-Market Strategy: Web Direct, Channel Partners and Technology Partners. The figure below shows the most important components of each .

Web Direct Channel Partners

Technology Partners

Apptix Web Direct Properties ASP-One ASP-One, a division of Apptix, focuses on providing small and medium-sized businesses with Hosted Exchange, Hosted SharePoint, Mobile Messaging, Archiving and Compliance, Security and Data Protection, and Collaboration services. ASP-One also provides Dedicated Exchange Hosting for its customers, as needed. MailStreet MailStreet, a division of Apptix, is a leading provider of on-demand, enterprise-class email solutions for small businesses, with a strong reputation for customer service and operations. MailStreet focuses on providing Ultra-Small Businesses with Hosted Exchange and complementary anti-virus, anti-spam, and mobility services. MailStreet also offers Shared Hosted SharePoint solutions. SharePointSite.com SharePointSite.com is focused on the delivery of Microsoft Windows SharePoint Services (WSS), which allows users to share information and collaborate on projects using familiar Microsoft Office applications. More than 1,400 customers are currently using Apptix Hosted SharePoint for intranets, extranets, document sharing and other collaboration needs. Apptix Channel Partners Some of the world’s largest service providers have partnered with Apptix to provide their own on-demand solutions for messaging and collaboration. Our channel partners leverage TECOS for the delivery and management of their private labelled solutions. Apptix provides its partners with a turnkey, ‘business-in-a-box’ solution, a comprehensive portfolio of hosted messaging and collaboration services and support to help our partners quickly and profitably roll out their offerings.

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Apptix’s channel partners include: Bell Canada – Apptix plays a key role in Productivity Pak, a Bell Canada solution for SMB customers throughout Canada. Productivity Pak is a suite of hosted services that allows customers to subscribe to applications designed to improve business communications. Hewlett-Packard – HP’s Hosted Exchange and add-on services for SMBs are branded HP Bizmail. HP also offers enterprise customers a Hosted Exchange service built on TECOS. IBM – In 2005, Apptix entered into an agreement with IBM Global Services to offer Hosted Exchange services initially in the United States. Under the agreement, IBM will manage the hardware, network, operating system and data center. Apptix will manage and provision the on-demand applications through TECOS. In 2006, Apptix and IBM extended this agreement to include Canada. Savvis – Savvis employs TECOS to provision and deliver Hosted Exchange and Hosted SharePoint to its large installed base of customers in the financial services, media and entertainment, and retail industries.

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MARKET OVERVIEW

Apptix operates in the market for Software as a Service (SaaS). SaaS is a model of software delivery that allows companies to deliver software to their customers in a hosted environment over the Internet. In addition, the service provider takes on responsibility for the maintenance, daily technical operation, and support of the application(s). More importantly, having the software pre-installed and pre-configured in the hosted environment, allows for delivery of applications to customers in a true on-demand fashion. Apptix believes that the key drivers for increased demand for SaaS services are:

• High complexity – Mastering technology has become a daunting task, especially for SMBs • Rapid change – SMBs cannot keep up with fast-pace technology evolution • Availability –SMBs need secure, anytime/anywhere access to applications • Flexibility – SMBs want predictable costs and instant access to new services • Competitiveness – SMBs need timely access to state-of-the-art technology

Small and Medium-sized Businesses (SMBs) are facing increasing competitive pressures in a technologically focused world – complex compliance requirements, rising security concerns, and burgeoning data assets, to name a few. These SMBs need more effective ways to manage and secure their IT infrastructures and they need their services to be reliable and available 24 hours a day, seven days a week, 365 days a year. They want enterprise-class solutions and services without having to pay huge upfront hardware and software fees. The SaaS market has continued to see significant growth over the last several years. In an industry study prepared in 2005, the international research firm IDC (Worldwide and U.S. Software as a Service 2005-2009 Forecast and Analysis: Adoption for the Alternative Delivery Model Continues, IDC, May 2005) expects worldwide spending on SaaS will reach USD 10.7 billion by 2009, a compound annual growth rate (CAGR) of 21%. The U.S is expected to continue to be the dominant market for SaaS with spending expected to increase to USD 8.3 billion by 2009. In the Messaging and collaboration corporate study by the industry research firm the Radicati Group in 2005 (Messaging and Collaboration Corporate Survey, 2005-2006, by The Radcati Group, Inc., July 2005)the key finding was that corporations typically underestimate the cost of running a messaging system. While the corporations on average estimated that they used around USD 100 per user per year, the Radicati Group has measured the total cost of ownership to more than USD 300 per user per year. Large companies have more economies of scale than smaller companies. Hence, companies in the SMB segment have higher cost than indicated above. Apptix had average monthly revenues per user of USD 12.72 in 2Q 2006. This is an indication on the economics of buying a hosted e-mail solution compared to producing it in-house. In addition most companies will benefit from having a more secure and stable solution than what they can produce on their own. Messaging is becoming more complex for corporations. The number of mailboxes is still increasing rapidly and the number of e-mails sent and the average size of an e-mail is also expanding. Moreover, messaging systems are merging with voice and other collaboration solutions.

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0

50

100

150

200

250

300

350

2005 2006 2007 2008 2009

Worldwide e -mail traffic per day

Billion messages

0

100

200

300

400

500

600

700

800

2002 2003 2004 2005

Without attachment

With attachment

Size of a typical e -mail

Kilobytes

0

50

100

150

200

250

300

350

400

450

500

2005 2006 2007 2008 2009

Large (>1000 empl)

Medium (100-1000 empl)

Small (1-100 empl)

Worldwide Corporate Mailboxes

Million of boxes

Source : The Radicati Group , IncSource: The Radicati Group. White paper regarding Microsoft Exchange Market Share Statistics, March 2006 It is common to divide the hosted e-mail market into three segments – Hosted Business E-mail Providers, Managed Business E-mail Providers and ISP/Webmail providers: Hosted Business E-mail Providers like Apptix typically target smaller businesses with 1 to 500 users that do not have the internal resources to deploy an in-sourced e-mail server. Unlike managed business e-mail providers, hosted business e-mail providers typically do not provide consulting services or systems integration services. Also, these companies almost always host e-mail systems in their own data centers. Managed Business E-mail Providers includes large consulting and system integration organizations that offer a wide array of outsourced IT services. These companies typically offer high levels of customization that require professional services and consulting. In many cases, managed business e-mail providers do not host e-mail at their own data centers, but rather manage the customers’ on-site messaging system remotely or purchase capacity from a data center provider. Managed business e-mail services are most commonly delivered to large organizations, as opposed to the SMB market. Examples of managed business e-mail providers are EDS, Hewlett-Packard, IBM Global Services, and others. ISP/Webmail Providers include companies like Google, Yahoo, MSN, T-Online and others. The service is often offered for free, or as a part of another product. Most companies in this segment focus on the consumer market, but there are also companies with an offering to the corporate market.

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Hosted business e-mail mailboxes account for only 1% of total worldwide mailboxes in 2006. The growth in the hosted business e-mail segment will be driven by small to medium-sized businesses. The continually improving functionality of hosted business e-mail services is a boon for these businesses, enabling them to deploy advanced messaging and collaboration features to end users without having to purchase and manage costly software and hardware. Most hosted business e-mail providers offer a model where their customers pay a monthly fee per user. The monthly fee typically varies between USD 0.99 to USD 35 depending on various key factors. Services based on a premium enterprise messaging platform like Microsoft Exchange are more expensive than basic services based on a webmail platform. A service with a high guaranteed uptime (e.g. above 99.5%) is significantly more complex to produce. The redundancy needed to offer a high level of uptime increase the cost and the price significantly. Other factors that have an impact on the price is the amount of add-on-features and storage capacity that are included in the offering. Some customers are also willing to pay an extra fee to have their e-mail system on a dedicated server, while other clients are willing to share a server with other clients. While Microsoft Exchange is the dominating e-mail platform in the overall corporate market, the hosted business e-mail segment is dominated by SMTP platforms that are designed to be very scalable in a service provider environment. Over the past several years, however, companies like Apptix have managed to solve many of the scalability issues that were challenging for Microsoft Exchange based solutions in the past. Apptix believes that Microsoft Exchange will continue to win market share in the Hosted Business E-mail segment. Companies and their employees want the rich messaging and collaboration services included in this platform, and when the scalability issues are solved it is easier to provide these services. A Microsoft centric platform is also an advantage for all the companies that have standardized on other Microsoft solutions in their day to day business. To be competitive long-term, Apptix believes that it has to expand the product offering it offers to its clients. Mobility is a key theme, but collaboration and even Voice over Internet Protocol (VoIP) will become important add-ons in the future.

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Apptix has a range of competitors in the market (see table below). Some of the competitors like ACS (Blue Star) and Navisite focus on larger companies. Other companies, like Webmail US, focus on home offices and very small companies. In Apptix’s opinion, the key criteria for clients choosing a service provider are:

• Experience in providing service to companies with similar requirements • Strength of service level agreement • Technological strengths (e.g., infrastructure, admin/provisioning toolkit, etc.) • Customer service • Financial stability • Customer references • Price

Source: The Radicati Group, Messaging and Collaboration Corporate Study 2005 - 2006 While Apptix focuses on messaging (Hosted Exchange) and collaboration (Hosted SharePoint) today, it will gradually expand its offerings to also include more advanced communication and collaboration

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solutions. Long term Apptix plans to continue to expand and broaden its focus to include other software services.

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ORGANIZATIONAL STRUCTURE

Apptix ASA is the parent company in the Apptix group of companies. The table below sets forth our significant subsidiaries (direct and indirect).

Name Country of incorporation Ownership interest Apptix, Inc. US 100% Apptix Holding AS Norway 100% Apptix Software India Private Limited India 100% Apptix Acquisition Subsidiary, Inc. US 100% Apptix / Mi8, Inc. US 100%

As of 30 June 2006, the Group had 103 employees. The organisation structure of the Company is shown below.

Amir Hudda

Chief Executive Officer

Dhananjay Thite

General Manager, Apptix India

Alex Yevelev

Vice President, Web Direct Sales

Matt Soska

Chief Financial Officer

Samir Gulati

Vice President, Marketing and Bus. Dev.

Marty Schuchman

Vice President, Software Development

Don Dimon

General Manager, MailStreet

Vice President, Service Delivery

Dan Soravilla

Vice President, Corporate Development

Kjetil Askildsen

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PROPERTY, PLANTS AND EQUIPMENT

The table below shows the Company’s properties. City Type of space Space (sqm) Lease expiry Option to extend Oslo, Norway Office 30 4/30/07 None Pune, India Office 316 3/7/09 Yes Chicago, IL Office 198 1/31/2007 None Herndon, VA Office 1,775 6/30/2010 None Fort Lauderdale, FL Office 552 1/16/2010 None Miami, FL Data center 11 Month- Month Monthly Chicago, IL, (IBM) Data center 8 4/30/2007 Monthly Chicago, IL, (Equinix) Data center 5 3/31/2007 Monthly Sterling, VA Data center 11 11/31/2006 Monthly Prior to the acquisition of Mi8, Apptix’s primary asset is its TECOS platform, which has a book value at NOK 5.79 million.

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THE ACQUISITION OF MI8 CORPORATION

For a more detailed description of Mi8 Corporation, please refer to the company’s web site: www.mi8.com.

The Transaction

On 6 September 2006, Apptix announced that the Company had entered into an agreement to acquire all outstanding shares in Mi8 Corporation (“Mi8”), a private US based technology company for USD 21 million (the “Transaction”). The Transaction was financed with a new equity issue of approximately USD 25 million (please refer to Section “The Completed Offering”). The closing of the Transaction took place on 6 September 2006. The new share capital following the Offering was registered in the Norwegian Register of Business Enterprises on 26 September 2006.

Background for the Transaction

Mi8 is a leading provider of Hosted Exchange and add-on services to the SMB market. Over 90% of their revenue comes from selling Hosted Exchange. They had revenue of USD 6.45 million in 2005 and USD 4.87 million in H1 2006. Their business model (solutions, target market, gross margins, etc.) is very similar to Apptix. Like Apptix, they also have significant experience in this space. They were one of the first companies to provide Exchange services in a Hosted model in 1997. They are an ISO 9001:2000 certified company, which has resulted in very well run operations and customer support.

Business overview

Mi8 Corporation was founded in 1997 in New York City by Huw Thomas, Dave Castellani, Chris McConnell, and Azfar Haider. Mi8's core mission is to transform Microsoft Exchange, a sophisticated messaging and collaboration system, into easy-to-use subscription services. Mi8 is not simply a "hosting" company - hosting companies function as an extension of your corporate facilities, with highly redundant data centers - but instead Mi8 functions as an extension of your Information Technology team, managing and monitoring its sophisticated messaging and collaboration infrastructure, so you don't have to. Mi8 Corporation is a premier provider of services for messaging and collaboration, including Microsoft Exchange Server 2003 and related technologies. Mi8’s services enable organizations to reduce costs, accelerate deployments, and focus on core business activities instead of expending energy deploying and maintaining sophisticated enterprise software. Mi8 leverages high performance Internet and wireless technologies to deliver these services to any device, any time, anywhere. Mi8 was one of the first companies in the world to offer Microsoft Exchange via the SaaS model, in 1997. Following on this work, Mi8 was one of the first service providers to offer an Service Level Agreement guaranteeing system availability in excess of 99.5% (and to exceed that standard for all of 2001), and one of the first to upgrade its guarantee to 99.9%.

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Product offering Mi8 provides Microsoft Exchange Server via two delivery models:

• Microsoft Exchange Hosting: Mi8 offers Microsoft Exchange Hosting, where Mi8 delivers Microsoft Exchange 2003 as an on-demand service. This innovative approach provides Fortune 500 class IT infrastructure, operations and services to any size company, offloading internal IT departments and helping companies focus on their core business functions.

• OnSight™ Exchange System: Mi8 delivers Exchange 2003 via the OnSight Exchange System, a fully tested, field-proven architecture installed on the customer premises to maximize performance and minimize cost, tied into their world-class network operations center for unparalleled operations and management. Mi8 delivers these services from a world-class data center, located in Manhattan, New York.

Additional solutions offered by Mi8 include:

• Essential Hosted Exchange Add-on Services: Mi8 also offers a wide range of services that enhance the value of their Microsoft Exchange 2003 hosting services, including:

o Mi8's easy-to-use account management and administration system: "Q Admin" o Advanced Email Security Services (anti-virus, spam control, and more) o Email archiving for regulatory compliance and corporate data retention policy

enforcement o Support for wireless messaging, including BlackBerry® devices from RIM, wireless

Windows® Mobile and Palm handhelds, Treo™ Smartphones, and other devices o Fax-to-email services, extra storage and more.

• Microsoft SharePoint Hosting - Mi8 also delivers Windows SharePoint Services. Microsoft Exchange Server is the most widely deployed business-class messaging and collaboration solution in the world. Used by over 100 million business people, this powerful software system combines advanced email with shared calendars, contacts, public folders, and task management features to enhance individual and team productivity. Mi8's Exchange hosting and management services support all of the robust user features of Microsoft Exchange Server 2003, described in the table below.

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Exchange Feature Description

Enhanced Email Support for Microsoft Outlook 98, 2000, and XP/2002 for Windows, Macintosh, and UNIX. Text, Rich Text, and HTML mail, as well as rich media formats.

Outlook 2003 Free, fully licensed copy of Outlook 2000, 2002, or 2003 for each mailbox, available in multiple languages.

Individual and Group Calendars

Schedule personal events, view calendars for resources and co-workers, plan and schedule meetings.

Contact Management Individual lists and group lists that can be private or shared. Support for drag & drop of data between lists.

Task Tracking Organize and delegate tasks, monitor progress.

Notes Virtual “sticky” notes for questions, ideas, reminders, directions or text for re-use in other items or documents.

Public Folders Centralized repository for documents, lists, and other forms of essential business data. Full access control is supported, as well as workflow (automatic notification of changes, distribution lists, etc.)

MAPI, POP/IMAP, and OWA Access

Access mailboxes through a wide variety of connectivity options, including full MAPI access, POP and IMAP for low-bandwidth environments, and Microsoft's Outlook Web Access for Web browser access from anywhere to email, scheduling/ calendaring, contacts and public folders.

Advanced Security Complete protection from a wide range of threats, including advanced anti-virus software, content scanning, anti-intrusion systems, and much more. Optional Virtual Private Network connections for additional protection.

Fully Compliant Microsoft Licensing

Mi8 began working with Microsoft in 1998, and helped developed the Service Provider Licensing Agreement that all hosting companies use today. That means we're fully compliant with Microsoft licensing requirements, and that subscribers to our service can download a copy of the latest version of Outlook for use with their Mi8 mail boxes.

Mi8 provides Microsoft Exchange Server via two delivery models: Microsoft Exchange Hosting (ASP) and OnSight™ Exchange System. Microsoft Exchange Hosting Mi8 offers Hosted Exchange, where Mi8 delivers Microsoft Exchange as a network-based service. This innovative approach provides Fortune-500 class IT infrastructure, operations and services to any size company, offloading internal IT departments and helping companies focus on their core business functions. Mi8 enhances the software with unique add-ons, including wireless access, fax services, and much more. In order to provide Exchange hosting to our subscribers, Mi8 has deployed an advanced Exchange Server architecture with clustered, redundant servers configured in automatic fail-over mode. The accompanying storage system is based on an industry-leading Storage Area Network (SAN), which is backed up nightly.

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Mi8's Microsoft Exchange Hosting service enables clients to utilize Mi8's world-class Exchange architecture, rather than building an internal system. These servers are housed in a world-class data center facility, which provides redundant electrical, cooling, and fire suppression systems, and maintains tight physical security through the use of biometric (hand-scan) door locks, electronic key cards, signature matching systems, locked-down floor tiles, and security-louvered windows. In other words, we've built a world-class system that any Global 2000 company would be proud of, and we've staffed it with some of the world's leading experts on enterprise Exchange systems. This enables Mi8 to provide Exchange with a service guarantee: 99.9% availability, around the clock. OnSight™ Exchange System (MSP) Mi8 delivers Exchange via the OnSight Exchange System, a fully tested, field-proven architecture installed locally to maximize performance and minimize cost, tied into our world-class network operations center for unparalleled operations and management (this model is also known as the "managed service provider," or MSP, delivery model). Mi8 provides a wide range of designs tailored to the requirements of different size organizations, from mid-sized enterprises to large, distributed multi-national corporations. The OnSight System can be customized to include a wide range of options, i