Crayon Group Holding ASA - Contemplated private placement

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Oslo, 9 November 2021 - Crayon Group Holding ASA ("Crayon" or the "Company")
contemplates to conduct a private placement (the "Private Placement") of new
shares in the Company raising gross proceeds of approximately NOK 700 million
(the "New Shares") and up approximately 1.6 million existing shares (together
with the New Shares, the "Offer Shares") offered by Karbon Invest AS (the
"Vendor"). The final size of the Private Placement and the number of Offer
Shares to be issued and sold will be resolved by the Board of Directors of the
Company (the "Board") and the Vendor following a book-building process. The New
Shares will be issued pursuant to the current authorisation granted by the
Annual General Meeting on 16 April 2021 (the "Authorisation"). 

ABG Sundal Collier ASA and SpareBank 1 Markets AS are acting as joint
bookrunners (the "Joint Bookrunners") in connection with the Private Placement.

The net proceeds from the sale of the New Shares in the Private Placement will
be used to fund future acquisitions and general corporate purposes.

The Vendor is represented on the Board of Directors of the Company through Rune
Syversen and Jens Rugseth. The Vendor has agreed with the Joint Bookrunners to a
lock-up for a period of 180 days from the settlement date for the Private
Placement, subject to customary exceptions.

The Private Placement will be directed towards Norwegian and international
institutional investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus or registration requirements. 

The subscription price and allocation of shares in the Private Placement will be
determined through an accelerated book-building process. The book-building
period commences today at 16:30 CET and will close at 08:00 CET on 10 November
2021. The book-building may, at the discretion of the Company and the Joint
Bookrunners, close earlier or later and may be cancelled at any time and
consequently, the Company may refrain from completing the Private Placement. The
Company will announce the final number of Offer Shares placed and the final
subscription price in the Private Placement in a stock exchange announcement
expected to be published before the opening of trading on the Oslo Stock
Exchange tomorrow, 10 November 2021. Completion of the Private Placement is
subject to final approval by the Company's Board of Directors (the "Board"). 

The minimum subscription and allocation amount in the Private Placement will be
the NOK equivalent of EUR 100,000, provided that the Company may, at its sole
discretion, allocate an amount below EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant to applicable regulations,
including the Norwegian Securities Trading Act and ancillary regulations, are
available. 

Notification of allotment and payment instructions is expected to be issued to
the applicants on or about 10 November 2021 through a notification to be issued
by the Joint Bookrunners. The allocation will be determined at the end of the
book building period and final allocation will be made at the Board's sole
discretion.

The New Shares allocated in the Private Placement are expected to be settled
through a delivery versus payment transaction by delivery of existing and
unencumbered shares in the Company that are already listed on Oslo Børs,
pursuant to a share lending agreement between the Company, Karbon Invest AS and
the Joint Bookrunners. The New Shares will thus be tradable from allocation. The
Joint Bookrunners will settle the share loan with a corresponding number of new
shares in the Company to be issued by the Board pursuant to the Authorisation.

The Board has considered the issue of the New Shares in light of the equal
treatment obligations under the Norwegian Public Limited Liability Companies
Act, the Norwegian Securities Trading Act and the rules on equal treatment under
Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo
Stock Exchange's Guidelines on the rule of equal treatment. The Board is of the
opinion that the contemplated transaction is in compliance with these
requirements and guidelines and that, in addition to the relative size of the
share issue compared to the current market capitalization of the Company, the
issue of the New Shares will be completed faster, with less costs and
transaction risks and with a subscription price with substantial less discount
than would be the case for a rights issue. The Board has thus concluded that
offering New Shares on acceptable terms at this time is in the common interest
of the shareholders of the Company.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in
connection with the Private Placement.

For additional information, please contact: 

Melissa Mulholland, Chief Executive Officer
Email: [e-mail]
Phone: [phone]

Jon Birger Syvertsen, Chief Financial Officer
Email: [e-mail]
Phone: [phone]

About Crayon: 
Crayon is a customer-centric innovation and IT services company. We provide
guidance on the best solutions for our clients' business needs and budget with
software, cloud, AI and big data. Headquartered in Oslo, Norway, Crayon has over
3,100 employees across more than 35 countries worldwide. For more information,
visit our website at http://www.crayon.com/

Important Notices
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions. 

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or their
securities in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation 2017/1129 as amended together with any applicable
implementing measures in any Member State. 

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so. 

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.


Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company's services, changes in the general economic, political
and market conditions in the markets in which the Company operate, the Company's
ability to attract, retain and motivate qualified personnel, changes in the
Company's ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on the forward-looking statements in this
document.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

Neither of the Joint Bookrunners nor any of their respective affiliates makes
any representation as to the accuracy or completeness of this announcement and
none of them accepts any responsibility for the contents of this announcement or
any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the Joint
Bookrunners nor any of their respective affiliates accepts any liability arising
from the use of this announcement.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Jon Birger Syvertsen, Chief
Financial Officer, on 9 November 2021 at 16:30 CET on behalf of the Company.

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