Crayon Group Holding — Capital/Financing Update 2017

Oct 25, 2017

Crayon Group Holding ASA - Approval and publication of the prospectus

Crayon Group Holding ASA - Approval and publication of the prospectus

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN

OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG

SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF

CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN

WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER

RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE

AT THE END OF THE PRESS RELEASE.

Oslo, 25 October 2017. Reference is made to the announcement

of 25 October 2017 whereby Crayon Group Holding ASA ("Crayon"

or the "Company", OSE ticker code "CRAYON") announced the

terms of its initial public offering of its shares

(the "IPO").

The Prospectus for the IPO (the "Prospectus") was approved by

the Financial Supervisory Authority of Norway today, 25

October 2017. The Prospectus and the application form for the

retail offering is published today and will, subject to

regulatory restrictions in certain jurisdictions, be

available at www.crayon.com, www.carnegie.no,

www.dnb.no/emisjoner, www.danskebank.no and www.sb1markets.no

from the start of the bookbuilding period and the application

period. Hard copies of the Prospectus may be obtained free of

charge at the offices of Crayon at Sandakerveien 114 A,

N-0484 Oslo, Norway, or by contacting one of the Managers

(defined below).

As announced, the bookbuilding period for the institutional

offering will commence on 26 October 2017 at 09:00 hours

(CET) and run until 14:00 hours (CET) on 6 November 2017. The

application period for the retail offering will commence on

26 October 2017 at 09:00 hours (CET) and run until 12:00

hours (CET) on 6 November 2017. The bookbuilding period and

the application period may be shortened or extended at any

time.

Carnegie AS and DNB Markets, a part of DNB Bank ASA, are

acting as Joint Global Coordinators and Joint Bookrunners in

the IPO; Danske Bank A/S, Norwegian branch is acting as Joint

Bookrunner and Sparebank 1 Markets AS is acting as Joint Lead

Manager (together referred to as the "Managers").

Advokatfirmaet Thommessen AS is acting as legal advisor to

Crayon while BA-HR DA is acting as legal advisor to the

Managers.

For further queries, please contact:

Torgrim Takle, Chief Executive Officer

Crayon Group Holding ASA

Tel.: +47 95 14 07 82

Email: torgrim@crayon.com

About Crayon

Crayon Group Holding ASA is a leading IT advisory firm in

software and digital transformation services. With unique IP

tools and skilled employees, Crayon help optimize its

clients' ROI from complex software technology investments.

Crayon have long experience within volume software licensing

optimization, digital engineering, predictive analytics and

assists the clients through all phases of the process of a

digital transformation. Headquartered in Oslo, Norway, the

company has approximately 1,100 employees in 43 offices

worldwide.

IMPORTANT INFORMATION

United States

These materials may not be published, distributed or

transmitted in the United States, Canada, Australia, the Hong

Kong Special Administrative Region of the People's Republic

of China, South Africa or Japan. These materials do not

constitute an offer of securities for sale or a solicitation

of an offer to purchase securities (the "Shares") of Crayon

Group Holding ASA (the "Company") in the United States,

Norway or any other jurisdiction. The Shares of the Company

may not be offered or sold in the United States absent

registration or an exemption from registration under the U.S.

Securities Act of 1933, as amended (the "Securities Act").

The Shares of the Company have not been, and will not be,

registered under the Securities Act. Any sale in the United

States of the securities mentioned in this communication will

be made solely to "qualified institutional buyers" as defined

in Rule 144A under the Securities Act.

European Economic Area

Any offering of securities will be made by means of a

prospectus to be published that may be obtained from the

issuer or selling security holder, once published, and that

will contain detailed information about the Company and its

management, as well as financial statements.

These materials are an advertisement and not a prospectus for

the purposes of Directive 2003/71/EC, as amended (together

with any applicable implementing measures in any Member

State, the "Prospectus Directive"). Investors should not

subscribe for any securities referred to in these materials

except on the basis of information contained in the

prospectus.

In any EEA Member State other than Norway (from the time the

prospectus has been approved by the Financial Supervisory

Authority of Norway, in its capacity as the competent

authority in Norway, and published in accordance with the

Prospectus Directive as implemented in Norway) that has

implemented the Prospectus Directive, this communication is

only addressed to and is only directed at "qualified

investors" in that Member State within the meaning of Article

2(1)(e) of the Prospectus Directive ("Qualified Investors"),

i.e., only to investors to whom an offer of securities may be

made without the requirement for the Company to publish a

prospectus pursuant to Article 3 of the Prospectus Directive

in such EEA Member State.

United Kingdom

In the United Kingdom, these materials are only being

distributed to and are only directed at Qualified Investors

who (i) are 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) are

persons falling within Article 49(2)(a) to (d) of the Order

(high net worth companies, unincorporated associations, etc.)

(all such persons together being referred to as "Relevant

Persons"). These materials are directed only at Relevant

Persons and must not be acted on or relied on by persons who

are not Relevant Persons. Any investment or investment

activity to which this document relates is available only to

Relevant Persons and will be engaged in only with Relevant

Persons.