Kyoto Group AS

Share Issue/Capital Change • Feb 14, 2023

Kyoto Group AS: Final results of Subsequent Offering

Kyoto Group AS: Final results of Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY

OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Oslo, 14 February 2023: Reference is made to the stock exchange notice from

Kyoto Group AS ("Kyoto" or the "Company") on 2 February 2023 regarding the

subsequent offering of up to 500,000 new shares (the "Offer Shares") in the

Company (the "Subsequent Offering") at a subscription price of NOK 17.50 per

share (the "Offer Price").

The subscription period for the Subsequent Offering ended yesterday, on 13

February 2023 at 16:30 CET. By the end of the subscription period, the Company

had received valid subscriptions for 141,182 Offer Shares in the Subsequent

Offering. The board has today resolved that a total of 141,182 Offer Shares will

be allocated at the Offer Price in accordance with the allocation criteria set

out in offering materials, raising gross proceeds of NOK 2,470,685.

Notifications of allocated Offer Shares in the Subsequent Offering and the

corresponding amount to be paid by each subscriber will be sent out in a

separate letter to each subscriber. Investors that are allocated Offer Shares

can access information to the number of Offer Shares allocated through VPS on 14

February 2023. The due date for payment of the Offer Shares is on 16 February

Subject to duly and timely payment of the Offer Shares by the subscribers, the

share capital increase pertaining to the Offer Shares is expected to be

registered in the Norwegian Register of Business Enterprises on or about 21

February 2023, and will be delivered to the VPS accounts of the subscribers

shortly thereafter. The Offer Shares will have equal rights and rank pari passu

with the Company's other shares.

Arctic Securities AS and Fearnley Securities AS are acting as managers for the

Subsequent Offering (the "Managers"). Advokatfirmaet Wiersholm AS is acting as

legal counsel to Kyoto.

For more information, please contact:

Håvard Haukdal, Kyoto Group CFO

havard.haukdal@kyotogroup.no

+47 48 10 65 69

About Kyoto Group

Heat accounts for half of industrial energy consumption. Traditionally, nearly

all of it is based on fossil fuels. Kyoto Group's Heatcube, a thermal energy

storage (TES) solution, provides a sustainable and cost-effective alternative by

capturing and storing abundant but variable energy from sources such as solar

and wind. Founded in 2016, Kyoto Group is headquartered in Oslo, Norway, and has

subsidiaries in Spain and Denmark. The Kyoto share is listed on Euronext Growth

(ticker: KYOTO). More information on www.kyotogroup.no

Important notice:

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. 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.

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 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 (EU) 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 believe 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 their control. 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 make any

guarantee 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 announcement.

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 the Managers nor any of their 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 of the Company. Neither the

Managers nor any of its affiliates accepts any liability arising from the use of

this announcement.

The distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Persons into whose possession this announcement or

such other information should come are required to inform themselves about and

to observe any such restrictions.