Crayon Group Holding — Share Issue/Capital Change 2020

Dec 16, 2020

Exercise of options, mandatory notification of trades and board resolution to issue new shares

Exercise of options, mandatory notification of trades and board resolution to issue new shares

OSLO, Norway, 16 December 2020: Crayon Group Holding ASA (“Crayon”) announces that 1,591,710 options under its options plans have been exercised, of which the following relate to primary insiders:

• Dagfinn Rinsås [Member of the BoD] has exercised 60,000 options at a strike price of NOK 15.50 per option.

• Grethe Viksås [Member of the BoD] has exercised 60,000 options at a strike price of NOK 15.50 per option.

• Jens Rugseth [Chairman of the BoD] has exercised 200,000 options at a strike price of NOK 15.50 per option.

• Nabil Chebbi [CMO] has exercised 25,000 options at a strike price of NOK 15.50 per option.

• Mattias Ödlund [CTO] has exercised 100,000 options at a strike price of NOK 15.50 per option.

• Rune Syversen [Deputy CEO] has exercised 300,000 options at a strike price of NOK 15.50 per option.

• Torgrim Takle [CEO] has exercised 200,000 options at a strike price of NOK 15.50 per option.

The options in question dates back to the IPO in November 2017. In order to support the option holders in converting their options into shares while simultaneously covering tax costs, Crayon has supported the option holders by facilitating a process where all options are exercised, and 2/3 of the shares issued are sold through a joint arrangement with a broker, while the remaining 1/3 of the shares issued are locked under a two-year lock-up arrangement.

Chairman of the board in Crayon, Jens Rugseth, comments: “During the 3 years since the IPO, these managers have been instrumental for Crayon’s growth and value creation journey, exemplified by a doubling of Crayon’s gross profit and number of employees and similarly, nearly tripling Crayon’s EBITDA, resulting in a significant growth in the market capitalization of the company . We are pleased to see that, with the current option exercise and share lock-in structure, these managers remains committed and incentivized to drive further shareholder value creation in Crayon going forward”.

Based on this structure, the following primary insiders have sold new shares as follows in connection with the exercise of the options:

• Torgrim Takle has sold 133,333 shares at a price of NOK 104.5 per share. Following the exercise of options and issue of shares in connection therewith and sale of shares as mentioned, Torgrim Takle has 440,084 shares and no options in Crayon. 66,667 shares are covered by the two-year lock-up restriction

• Dagfinn Ringås has sold 40,00 shares at a price of NOK 104.5 per share. Following the exercise of options and issue of shares in connection therewith and sale of shares as mentioned, Dagfinn Ringås has 45,806 shares and no options in Crayon. 20,000 shares are covered by the two-year lock-up restriction

• Grethe Viksås has sold 26,667 shares at a price of NOK 104.5 per share. Following the exercise of options and issue of shares in connection therewith and sale of shares as mentioned, Grethe Viksås has 38,488 shares and no options in Crayon. 13,333 shares are covered by the two-year lock-up restriction

The following primary insiders exercising options have not sold any shares, and their updated shareholdings are as follows:

• Nabil Chebbi holds 75,157 shares and 75,000 options.

• Mattias Ödlund holds 111,462 shares and no options.

The shares issued to Jens Rugseth and Rune Syversen, in total 500,000 shares, will be transferred to their joint investment company, Karbon Invest AS(“Karbon”). In addition, Jens Rugseth has today transferred a total of 46,928 shares in Crayon to Karbon. The shares were transferred at a price of NOK 106.6 per share, equal to the market price quoted on the Oslo Stock Exchange by end of trading today, 16 December 2020. Of the total 46,928 shares, 7,773 shares were held by Jens Rugseth personally and 39,155 shares were held by Rugz AS, a company controlled by Jens Rugseth.

Following the above transactions, none of Jens Rugseth or Rune Syversen personally or Rugz AS will hold any shares or right to shares directly in Crayon. Rugz AS is directly controlled by Jens Rugseth. Karbon, the joint investment company of Jens Rugseth and Rune Syversen, is indirectly controlled by Jens Rugseth through Rugz AS and Rugz II AS. Through the controlling interest in Karbon, Jens Rugseth’s ownership in Crayon after the transactions mentioned above will be 6,382,149 shares, representing 7.7% of the 83.279.229 outstanding shares and votes in Crayon upon registration of the new shares issued in connection with the exercise of the options .

The sale of shares has been arranged by Danske Bank, Norwegian Branch. In order to provide immediate settlement towards the buyers, the shares sold are borrowed from Karbon without any compensation payable to Karbon. Following the exercise of options, the board of directors of Crayon has utilized its authorization to issue new shares, as granted by the 2020 annual general meeting, and has resolved to issue 1,591,710 new shares. In order to fulfil the obligations of Crayon pursuant to the options exercised, existing shareholders' pre-emptive rights have been set aside. Following registration of the new shares with the Norwegian Register of Business Enterprises and VPS, the share capital of Crayon will be 83.279.229 NOK, divided into 83.279.229 shares, each having face value of NOK 1.

For further queries, please contact:

Jon Birger Syvertsen

Chief Financial Officer

Crayon Group Holding ASA

Tel.: +47 97 19 92 51

Email: Jon.Birger.Syvertsen@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 2,000 employees in 50 offices worldwide.