Delisting Announcement • Jul 2, 2025
Delisting Announcement
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In favour of the remaining shareholders of Crayon Group Holding ASA
Date: 2 July 2025
In connection with the compulsory acquisition made by SoftwareOne Holding AG (the "Acquirer") in respect of all the issued and outstanding shares in Crayon Group Holding ASA not already owned by the Acquirer (the "Minority Shares"), in accordance with Section 4-25 of the Norwegian Public Limited Companies Act, ref Section 6-22 of the Norwegian Securities Trading Act (the "Compulsory Acquisition"), and further at the request of and for the account of the Acquirer, we, UniCredit Bank GmbH, unconditionally guarantee as for our own debt (in Norwegian: selvskyldnergaranti) the payment of NOK 144.7834 per Minority Share to the former shareholders of Crayon Group Holding ASA (whose Minority Shares have been subject to the Compulsory Acquisition) the correct settlement of the price per Minority Share in respect of the Compulsory Acquisition.
Our liability under this quarantee is limited to the Maximum Principal Guarantee Amount (as defined below), plus statutory default interest (currently 12.25% per cent per annum) for late payment for a period of up to four (4) weeks from the latest date of settlement for the Minority Shares acquired by the Acquirer under the Compulsory Acquisition (the "Guarantee Period"). To the extent that any decision to change the Norwegian default interest is adopted by the Financial Supervisory Authority of Norway pursuant to the Norwegian Act on Interest on Late Payments of 17 December 1976 no. 100 and appurtenant regulations within the Guarantee Period, such changed default interest is comprised by this guarantee. No other claims will be covered by this quarantee.
As used herein, the term "Maximum Principal Guarantee Amount" means: NOK 1,067,629,316.7984, which is equal to the maximum amount payable by the Acquirer for the Minority Shares pursuant to the compulsory acquisition price of NOK 144.7834 per Minority Share, multiplied by the number of Minority Shares (7,373,976) Minority Shares) not already owned by the Acquirer.
Claims under this quarantee may be made only after 11 July 2025 (the latest date of settlement) in accordance with the terms of the Compulsory Acquisition and must be received by us before 16:00 hours (CEST) on 8 August 2025, after which time this guarantee lapses, and shall be returned to UniCredit Bank GmbH at the address specified below.
Claims under this quarantee must be made in writing to:
UniCredit Bank GmbH Postal and visiting address: Arabellastrasse 12, 81925 Munich, Germany
Attn: Gerrit Hanssen, MFS1FS
Members of the Executive Board: Marion Höllinger (Spokeswoman), René Babinsky, Marion Bayer-Schiller, Martin Brinckmann, Artur Gruca, Marco lannaccone, Georgiana Lazar-O'Callaghan,
Pierpaolo Montana, Ljubisa Tesić
Chairman of the Supervisory Board: Andrea Orce
Legal Status: Gesellschaft mit beschraenkter Haftung Registered Office: Munich Listed in the Court Register: Munich HR B 289472
Tax-Id.No.: 143/107/72500 VAT Reg.No.: DE 129 273 380 www.unicreditgroup.eu/clientsolutions
Where any Minority Shares are registered as held by a nominee in the Norwegian Central Securities Depository any claim under this guarantee must be made by such nominee. If the claim is made by a nominee it must state the name and addresses of the underlying shareholder(s) on behalf of whom the claim is made.
Claims under this guarantee shall be accompanied by:
Upon receipt of a claim accompanied by the required documentation, payment will be made to the claimant.
Pursuant to section 6-3 (2) cf. section 6-10 of the regulations to the Norwegian Securities Trading Act of 29 June 2007 no. 876 regarding inter alia the requirements for guarantees in respect of voluntary offers, the Maximum Principal Guarantee Amount may be reduced proportionally by the amount corresponding to the number of Minority Shares in respect of which final settlement has been completed by the Acquirer pursuant to the terms of Compulsory Acquisition, including a corresponding portion of the amount included in the Maximum Principal Guarantee Amount to cover late payment interest, provided that the Financial Supervisory Authority of Norway approves it.
This guarantee shall have a term from the start of the date of this guarantee and until the above stipulated deadline for making claims under the guarantee.
This quarantee shall be governed by and construed in accordance with Norwegian law.
For and on behalf of UniCredit Bank GmbH
Hauke Schinkel Managing Director
Gerrit Hanssen Director
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