Crayon Group Holding — Share Issue/Capital Change 2017

Oct 27, 2017

Crayon Group Holding ASA: Subscriptions by primary insiders

Crayon Group Holding ASA: Subscriptions 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, 27 October 2017: Crayon Group Holding ASA ("Crayon" or

the "Company", OSE ticker code "CRAYON"). Reference is made to the

stock exchange announcements published by Crayon on 25 October

2017 regarding the launch of the initial public offering

(the "Offering") of shares in Crayon and the approval and

publication of the prospectus. As set out in section 12.5.3,

certain key personnel are given the opportunity to subscribe for

shares for up to a predetermined amount at a subscription price of

50% of the final offer price in the Offering. The following

primary insiders of Crayon have on 27 October 2017 applied for

shares under this IPO bonus scheme:

- Grethe Viksaas has applied for shares in the total amount

of NOK 125,000;

- Eivind Roald has applied for shares in the total amount of

NOK 300,000;

- Dagfinn Ringås has applied for shares in the total amount

of NOK 200,000; and

- Camilla Magnus has applied for shares in the total amount

of NOK 125,000.

As set out in the prospectus, the primary insiders are subject to

a 12 month lock-up period from the first day of trading. The lock-

up agreements are subject to certain exceptions and may only be

waived with the consent of the Managers.

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.