Crayon Group Holding — Share Issue/Capital Change 2017

Oct 11, 2017

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.

Crayon announces its intention to launch an Initial Public Offering and apply for a listing on the Oslo Stock Exchange

Oslo, 11 October 2017: Crayon Group Holding ASA¹ (together with its subsidiaries "Crayon" or the "Company") today announces its intention to launch an Initial Public Offering (the "IPO") and to apply for a listing on the Oslo Stock Exchange.

Crayon is a leading software license lifecycle management company. The Company is a strategic partner for the world's leading software developers (e.g. Microsoft, Amazon and IBM) and advises its clients on optimising software spending through the software lifecycle. This includes planning, purchasing, deployment and compliance of software, resale of software and assisting clients with selective deployment of modern IT solutions. Crayon is experiencing strong demand for its services on the back of the evolving digital transformation into the cloud, the accompanied increased IT complexity, and IT spending becoming a larger share of companies cost base.

Crayon was founded in 2002 and listed on Oslo Børs following the merger with Inmeta in 2011 until completion of the voluntary offer for the shares in the Company by Norvestor VI L.P. ("Norvestor") in 2012. After the delisting, Crayon has focused on international expansion. From 2014-2016 Crayon invested approximately NOK 280 million in expanding globally and developing its IP solutions, and now the Company is set to harvest the benefits as expansion markets matures. At the same time, EBITDA from the core markets in the Nordics is at record high. The Company is now present across 21 countries worldwide with headquarters in Oslo, Norway. As of 30 June 2017, Crayon had 1,079 employees.

Crayon has grown revenues from NOK 2,047 million in 2012 to NOK 6,015 million in 2016, representing an annual growth rate (CAGR) of 31% over the period. The strong momentum has continued into H1 2017 with Crayon growing revenues by 18% compared to H1 2016. Crayon reported gross profit of NOK 1,128 million and Adjusted EBITDA² of NOK 105 million in 2016. Gross profit and Adjusted EBITDA² last twelve months as of Q2 2017 was NOK 1,175 million and NOK 134 million, respectively.

Company Highlights

• Operating in an attractive market with digitalisation accelerating software growth and complexity
• Uniquely positioned to aid customers reduce costs and optimise software ROI
• Resilient business model with high share of recurring revenue and loyal customer base
• Ready to harvest on recent successful international expansion

Torgrim Takle, CEO of Crayon, commented:

"I am very proud of the strong growth the Crayon team has demonstrated over a long period of time and the successful development from being a Norwegian licensing provider to having global ambitions and becoming a valued go-to-market partner for global software vendors. I am also very excited about the future of Crayon – we have invested in global expansion, and we are now set to reap the benefits as the expansion markets mature. We look forward to offering new shareholders the opportunity to invest in Crayon's growth."

Henning Vold, Partner in Norvestor Equity AS and Chairman of the Board of Crayon, commented:

"Norvestor sponsored the delisting of Crayon in 2012 to back an ambitious growth plan. From a Nordic base the Company has established a global position in 21 countries and is an important partner for the large software vendors. The IPO is a natural next step in the Company's development and marks the beginning of a new phase in which the Company is set to harvest from investments made. The IPO will help the Company to secure a broader, long-term shareholder base, and we look forward to inviting new shareholders to join Norvestor as owners. In addition, the listing will provide access to the capital markets and enhance Crayon's visibility among potential partners."

Offering Highlights

The IPO will comprise a public offering in Norway and a private placement to institutional and other professional investors in Norway and outside Norway subject to applicable exemptions from prospectus and other filing requirements. The current

¹ The current registered name of the Company is Crayon Group Holding AS, but it plans to change its name to Crayon Group Holding ASA and to register as a public limited liability company (ASA) prior to the IPO.

² Adjusted EBITDA is reported EBITDA adjusted for exceptional items. Exceptional items were NOK 13 million in 2016 and NOK 13 million last twelve months as of Q2 2017.

Not for distribution 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.

majority owner, Norvestor, intends to reduce its ownership in the Company through a secondary sale of shares in the contemplated IPO, but will remain a significant shareholder after the IPO. In addition to the secondary sale, the Company is aiming to conduct an offering of new shares raising gross proceeds of approximately NOK 300 million in order to reduce leverage and provide the Company with additional flexibility to support the Company's growth strategy, including accretive acquisitions. The Company is expected to apply approximately NOK 150 million of the net proceeds from an offering of new shares to prepay parts of its outstanding FRN Senior Secured Bonds 2017/2020 (ISIN: NO0010789985) by utilising the Equity Claw-Back as per the bond agreement.

The IPO will further support Crayon's strategy and growth plan, and is expected to secure a sustained strong, diverse and long-term shareholder base.

Completion of the IPO will be subject to receiving the relevant approvals from Oslo Stock Exchange and the Norwegian Financial Supervisory Authority, as well as prevailing equity capital market conditions.

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

Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel to the Company. Advokatfirmaet BA-HR DA is acting as Norwegian legal counsel to the Managers.

Further announcements relating to the process will be made in due course.

Enquiries

Torgrim Takle, CEO torgrim.takle@crayon.com, +47 951 40 782

Knut Ansten, CFO knut.ansten@crayon.com, +47 994 59 086

Important Notice

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.