Crayon Group Holding — Director's Dealing 2017

Nov 7, 2017

Crayon Group Holding ASA: Subscription by primary insiders

Crayon Group Holding ASA: Subscription by primary insiders

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, 7 November 2017: Crayon Group Holding ASA ("Crayon" or the "Company", OSE ticker code "CRAYON"). Reference is made to the stock exchange announcement published by Crayon 7 November 2017 regarding the final results of the initial public offering (the "Offering") with an offer price of NOK 15.50 and to the stock exchange announcement 7 November 2017 regarding the resolution to increase the share capital in connection with the IPO bonus scheme with up to NOK 645,161 and the subscription of IPO bonus shares by certain primary insiders.

The subscription and allocation of shares under the IPO bonus scheme is now completed. The following primary insiders of Crayon have on 7 November 2017 subscribed and been allocated shares under the IPO bonus scheme:

- Rune Syversen (founder and deputy CEO) has through his shareholding of 63.5% in SevenCs AS subscribed for and been allocated 36,000 shares at a subscription price of NOK 7.75, and will thus indirectly own 4,622,204 shares in Crayon;

- Jens Rugseth (founder and board member) has through his private holding company Rugz AS subscribed for and been allocated 36,000 shares at a subscription price of NOK 7.75, and will thus directly and indirectly own 4,173,790 shares in Crayon;

- Dagfinn Ringås (board member) has subscribed for and been allocated 26,000 shares at a subscription price of NOK 7.75, and will thus own 26,000 shares in Crayon;

- Eivind Roald (board member) has through his holding company CR Holding AS subscribed for and been allocated 39,000 shares at a subscription price of NOK 7.75, and will thus own 110,547 shares in Crayon;

- Grethe Viksaas (board member) has through her holding company Eisblink Holding AS subscribed for 16,000 shares at a subscription price of NOK 7.75, and will thus own 16,000 shares in Crayon; and

- Camilla Magnus (board member) has subscribed for 16,000 shares at a subscription price of NOK 7.75, and will thus own 16,000 shares in Crayon.

Following the subscriptions and allocation of IPO bonus shares, the share capital shall be increased by NOK 644,000 by issuing 644,000 new shares each with a nominal value of NOK 1. The share capital increase will be registered following settlement of the purchase price for the IPO bonus shares by the subscribers.

This information is subject to the disclosure requirements pursuant to section 4-2 and section 5-12 of the Norwegian Securities Trading Act.

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").

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.