Kyoto Group AS

Share Issue/Capital Change • Feb 2, 2023

Kyoto Group AS: Launch of Subsequent Offering

Kyoto Group AS: Launch 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, 2 February 2023: Reference is made to the stock exchange notice from Kyoto

Group AS ("Kyoto" or the "Company") on 11 January 2023 with key information in

relation to a subsequent offering of up to 500,000 new shares (the "Subsequent

Offering") at a subscription price of NOK 17.50 per share (the "Offer Price").

The Offer Price is similar as the offer price in the private placement of new

shares that was successfully placed on 10 January 2023 (the "Private

Placement").

The Company has decided to proceed with the Subsequent Offering, which may raise

total gross proceeds of up to 8,750,000. The Subsequent Offering will be

directed towards existing shareholders in the Company as of the end of trading

on 10 January 2023, as registered in Euronext Securities Oslo ("Euronext VPS")

on 12 January 2023 ("Record Date"), who (i) not allocated shares in the Private

Placement, (ii) who were not actively involved in the presounding for the

Private Placement and (iii) who are not resident in a jurisdiction where such

offering would be unlawful, or would (in jurisdictions other than Norway)

require any prospectus filing, registration or similar action. Such shareholders

will be granted non-tradable subscription rights to subscribe for, and, upon

subscription, be allocated new shares. (the "Eligible Shareholders").

Eligible Shareholders are being granted non-tradable subscription rights (the

"Subscription Rights") that, subject to applicable law, provide preferential

rights to subscribe for and be allocated Offer Shares in the Subsequent

Offering. Eligible Shareholders will be granted 0.13 Subscription Rights for

each Share held as recorded on the Record Date. Each Subscription Right will

give the right to subscribe for one (1) Offer Share. Over-subscription by

Eligible Shareholders having received subscription rights will be permitted;

however, there can be no assurance that Offer Shares will be allocated for such

subscriptions. Subscription without subscription rights will not be permitted,

however so that shareholders that participated in the Private Placement will be

allowed to subscribe for and be allocated Offer Shares to the extent the Offer

Shares are not fully subscribed by Eligible Shareholders.

The subscription period for the Subsequent Offering commences on 6 February 2023

at 09:00 CET and ends on 13 February 2023 at 16:30 CET (the "Subscription

Period").

The Company, in consultation with the Managers (as defined below), reserves the

right to extend the Subscription Period for the Subsequent Offering at any time

and without any prior written notice and at its sole discretion.

The terms and conditions for the Subsequent Offering is set out in the offering

material available at www.ir.kyotogroup.no/, www.arctic.com and

www.fearnleysecurities.com. Reference is also made to the investor presentation

available thereto dated January 2023 which includes, inter alia, a description

of the Company and the material risk factors associated with an investment in

the Offer Shares.

In order to subscribe for shares, the Managers (as defined below) must either

receive a complete and duly signed subscription form or a subscription through

VPS' solution for share subscription within the end of the Subscription Period.

Subscription Rights that are not used to subscribe for Offer Shares before the

expiry of the Subscription Period will have no value and will lapse without

compensation to the holder.

The due date for payment of the Offer Shares is expected to be on 16 February

2023. The Offer Shares will, after registration of the share capital increase in

Norwegian Register of Business Enterprises pertaining to the Offer Shares, be

registered in the VPS in book-entry form and are expected to be delivered to the

applicant's VPS account on or about 21 February 2023. The Offer Shares will have

equal rights and rank pari passu with the Company's other shares.

Completion of the Subsequent Offering is subject to (i) all necessary corporate

resolutions being validly made by the Company, including the board of directors

resolving to consummate the Subsequent Offering and issue and allocate the Offer

Shares based on the authorization granted by the extraordinary general meeting

of the Company held on 18 January 2023, and (ii) registration of the share

capital increase pertaining to the Subsequent Offering with the Norwegian

Register of Business Enterprises and delivery of the Offer Shares to the

subscribers in the VPS.

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 further 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.