Crayon Group Holding — Investor Presentation 2021

Jul 6, 2021

The Acquisition of Rhipe Limited

Melissa Mulholland & Jon Birger Syvertsen

DISCLAIMER

ABOUT THISPRESENTATION

This presentation (thePresentation) has been prepared by Crayon Group Holding ASA(theCompany, and together with its consolidated subsidiaries,Crayon) for a brief presentation of Crayon in connection with the announcement by Crayon of the acquisition of Rhipe Limited (the Transaction). This Presentation should not be used for any other purpose.

This Presentation is prepared based on information obtained from Crayon, Rhipe and public sources on or prior to the date hereof and has not been independently verified. This Presentation only contains summary information and no representation or warranty, express or implied, is or will be made in relation to and no reliance should be placed on the fairness, accuracy, correctness or completeness of the information or opinions contained in this Presentation.

This Presentation contains forward-looking statements,which are based on current expectations, projections and assumptions about future events. Statements containedin the Presentation, other than statements of historical fact, regarding future events or prospects, are forward-looking statements. Thewords "may", "will", "should", "expect", "anticipate", "believe", "estimate", "plan", "predict", "intend" or variations of thesewords, as well as other statements regarding matters that are not historical fact or regarding future events or prospects, constitute forward-looking statements. The Company has based these forward-looking statements on its current views with respect to future events and financial performance. These views involve a number of known or unknown risks, uncertainties and assumptions, which could cause actual results to differ materially from those predicted in the forward-looking statements and from the past performance of Crayon. As a result, you should not and may not rely on these forward-looking statements. No representation or warranty is made that any forward-looking statement will occur.

Forward-looking statements speak as of the date of this Presentation and no one undertakes to publicly update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise. Neither the Company nor its subsidiaries or affiliates, or their respective directors, offices, employees, advisers or agents accepts any responsibility or liability whatsoever or makes any representation or warranty, expressed or implied, as to the truthfulness, fairness, accuracy, completeness or verification of such information. Accordingly, undue relianceshould not be placed on any forward-looking statement contained in this Presentation.

Certain numbers in the Presentation are unaudited or are based on internal company records or based on preliminary calculations by Crayon on the effects of the Transaction. Some of these number may be subject to further review in due course, may be amended and the final numbers may differ from those set out in this Presentation.Until such time as that review is complete and any final numbers are published, no reliance shall be placed on, and Crayon shall not be liable in any way in respect of such numbers.

Further, this Presentation may include market and industry data obtained by Crayon from industry publications and surveys. Crayon may not have access to the facts and assumptions underlying the numerical data, market data and other information extracted from public sources and as a result neither Crayon nor any of Crayon's advisors orrepresentatives are able to verify such information, and assume no responsibility for the correctnessof any such information.

Any information contained or views expressed in this Presentation do not purport to be comprehensive and are based on financial, economic, market and other conditions prevailing as of the date of this Presentation and are subject to change without notice. Neither Crayon nor any other person undertakes any obligation to update or revise any information or statement contained in the Presentation,whether as aresult of new information, future events or otherwise, except to the extent required by law.

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Transaction overview

Acq uisition of Rhipe Limited Crayon Group has entered into Scheme implementation Deed with Rhipe Limited	Summary and key terms	▪ Crayon is pleased to announce that it has entered into a binding Scheme Implementation Deed ("SID") with Rhipe under which it is proposed that Crayon will acquire 100% of the shares in Rhipe by way of Scheme of Arrangement (the "Scheme"), an Australian legal concept whereby Rhipe will seek to convene a meeting of its shareholders to consider and vote on the proposed acquisition by Crayon1) 2) ▪ Rhipe is a fast growing cloud channel player in the APAC region with AUD ~56m (24% CAGR since 2017) in revenues and AUD ~15m in Adj. EBITDA3) (~25% margin) for the fiscal year 2020 Under the terms of the SID, Crayon will pay a total cash consideration of AUD 2.504) ▪ for each Rhipe share, corresponding to an equity value of Rhipe of approximately AUD 408 million5) (approx. NOK 2,600million6)) with an enterprise value of approx. AUD 354 million5) (approx. NOK 2,300 million6)) and an estimated CY21 EV/Adj. EBITDA multiple of ~15.6x7)
	Financing and timeline	▪ The transaction is fully financed through a combination of proceeds from the newly completed bond issue, existing cash, and an extended RCF credit line ▪ The scheme meeting whereby Rhipe's shareholders will vote on whether to approve the transaction is expected to take place in September 2021 Approval by a vote of Rhipe shareholders by at least 75% of votes cast and a majority by number of all Rhipe ‒ shareholders present and voting (in person or by proxy) shareholders vote in favour of the Scheme8) ‒ The Rhipe Directors unanimously recommend that Rhipe
Pu rchase Price : AUD 408m De al structure: 100% cash offer Cl o sing: Q4 2021		‒ One of rhipe's major shareholders Tutus McDonagh Pty Ltd, (who owns or controls approximately 14.8% of ordinary shares on issue) has confirmed it intends to vote in favour of the scheme8) Rhipe ‒ The transaction is subject to other customary conditions, for a transaction of this nature, including, Rhipe shareholder approval by the requisite majorities at the Scheme meeting, approval by an Australian Court, customary regulatory approvals, the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Rhipe shareholders, no Rhipe material adverse change and no prescribed occurrences

• 1) Please see the Appendix for description of the Scheme Process and expected timeline for the transaction until closing
• 2) Equivalent of Crayon's reported line item "gross profit". Fiscal year 2020 mearing the 12-months period ending 30 June 2020
• 3) Equivalent of Crayon's APM "Adjusted EBITDA", please see annual report for definition. Calculated by adding Rhipe's reported line item "AAS16" costs to the reported line item "operating profit"
• 4) Less any dividends or distributions declared by Rhipe after the signing of the SID
• 5) Based on a fully diluted share count of 163,341,637 fully diluted shares, consisting of 161,075,376 ordinary shares outstanding and 2,266,261 performance rights eligible to convert. Expected net cash balance at 30 June 2021 of around AUD 54 million
• 3 6) Source: Norges Banks AUDNOK of 6.46 (per 5 July 2021)

Introduction to Rhipe

Rhipe at a glance

• Established in 2003, Rhipe is a leading whole-sale provider of subscription-based cloud licences, infrastructure and services in the APAC region
• Leading Channel partner in Australia on software and cloud
• Overlapping partnerships with Crayon, with Microsoft being the largest software vendor accounting for approx. 75% of sales
• The company has operations in 10 countries in the Asia Pacific region, and is headquartered in Sydney, Australia
• A large player with more than 3,000 IT services customers, and approx. 500 employees
• Rhipe is listed at the Australian Securities Exchange (ASX)

Revenue¹ split FY 2020

Facts and figures

• 1) Rhipe revenue similar to Crayon's reported line item "gross profit"
• 2) LTM Q1 CY2021 (unaudited)

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• 3) Fiscal years, software products and services sales
• 4) Unaudited. Estimated adj. EBITDA incl, full-year effects calculated as Rhipe's reported line item "operating profit" of AUD 19.3m per LTM Q1 CY2021 plus estimated line item "AASB16" leasing of

~AUD 2.0m and plus estimated full-year effects of Parallo Pty ("Parallo") acquired in September 2020 and emt distribution Pty Ltd (Australia) and emt distribution Pte Limited (Singapore) acquired in April 2021 (together "emt")

Local champion in the APAC region

Rhipe has a consistent track record of strong growth

Source: Audited fiscal years reported financials for Rhipe Limited. Note: Rhipe's fiscal years ends on 30 June each year and includes the previous 12 month period

1) AASB effect included in figures from 2020. 2021F adj. EBITDA depicts Rhipe's reported line item "operating profit" guidance of AUD 18 million plus an adjusted for an estimated AASB16 effect of AUD ~2 million

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Compelling and sound strategic rationale for the transaction

Crayon will become a leading regional player in the APAC region

• The combined entity will be the third largest player in the region across all business areas with >1,000 employees and >6.4 billion NOK in operating revenues
• Strong cloud channel segment leadership the clear #1 Cloud Service Partner (CSP) in the region

Market leadership enables Crayon to accelerate the strong market opportunity in APAC

• The APAC cloud services market is expected to grow rapidly over the next five years, making it the fastest growing cloud serv ices region globally
• Solidifies Crayon's position in Australia and New Zealand, the second largest market in the APAC region from a revenue perspective (AUS market USD 5.2bn alone¹ )

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Significant synergy potential both short- and long term

• Significant synergy opportunities across platforms, operations and cross- and up-sale opportunities across customer portfolio
• Increase in scale across APAC will enable the business to leapfrog the maturity curve in new markets, improving margins

Strong overlap on business models and culture enables a rapid integration and value capture

• 100% overlap between Crayon's channel business and Rhipe's licensing business allows for quick and effortless integration
• Parallel growth journeys have resulted in very similar company cultures and mindset

Long term sustained growth expected in the APAC region

15% - 20%

The APAC market for managed cloud services is the fastest growing region globally

Managed services and cloud infrastructure services APAC IT spending, CAGR per region, 2020 – 2025E

Global trends

• ✓ Public cloud markets are forecasted to grow 3.5 times faster than IT spending generally
• ✓ By 2025, 75% of large organisation would have used external consultants to develop their cloud strategy
• ✓ By 2025, 85% of large organisation would have engaged external service providers to migrate applications to cloud
• ✓ Significant opportunity beyond enterprises, small and medium businesses have an immediate need for moving to the cloud (further accelerated by the pandemic)

APAC

• ✓ Higher growth than other geographies due to relative immaturity
• ✓ Infrastructure as a service the fastest growing sub-segment of cloud managed services in the region – growing close to 50% in 2021 and expected to grow +30% in the period 2020 – 2025E

Strengthening Crayon's position in the APAC region

Compelling combined financials

1) Source: Unaudited Q1 CY2021 LTM financials for Crayon Group Holding ASA, including full-year effect of Sensa EHF acquired in April 2021

2) Source: Unaudited Q1 CY2021 LTM / Q3 FY2021 LTM financials for Rhipe. Estimated Adj. EBITDA includes estimated full-year effects of Parallo and emt, see footnote 6) for more information

• 3) Source: Norges Banks AUDNOK ~of 6.46, NZDNOK of ~6.02 and ISKNOK of ~0.07(per 5 July 2021)
• 4) Rhipe's reported line item "Sales". With reference to footnote 2 above, this figure does not include full-year effects of Parallo and emt.
• 5) Rhipe's reported line-item "Revenue". With reference to footnote 2 above, this figure does not include full-year effects of Parallo and emt.

6) Estimated adj. EBITDA calculated as Rhipe's reported line item "operating profit" of AUD 19.3m plus estimated reported line item "AASB16" leasing of ~AUD 2.0m. Rhipe does not report AASB16 costs on a quarterly basis. With reference to footnote 2 above, this figure includes full-year effects of Parallo and emt

8) Excl. admin/eliminations

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Q&A session

Indicative transaction timeline

Event	Expected date	Brief description
Execution of Scheme Implementation Deed	6 July 2021	The Scheme Implementation Deed is fully executed by both parties
First court hearing	August 2021	Court must approve despatch of scheme booklet and order the convening of scheme meeting
Dispatch of Scheme booklet to Rhipe's shareholders	August 2021	The Scheme Booklet is distributed to the Shareholders of Rhipe
Scheme Meeting	September 2021	The scheme meeting whereby Rhipe'sshareholders will vote on whether to approve the transaction
Second court hearing	October 2021	The Court to approve the scheme if the shareholder vote is cast in favour
Effective date	October 2021	Scheme is effective upon ASIC lodgement of court orders
Record date	October 2021	If the Scheme is effectuated, record date for determining who participates in the scheme as a shareholder in Rhipe
Implementation date	October 2021	If the Scheme is effectuated, the shares in Rhipewill be transferred to Crayon or cancelled, and the scheme consideration is provided to Rhipe'sshareholders

These dates are indicative and subject to change

Thank you