Crayon Group Holding — Share Issue/Capital Change 2021

Jun 29, 2021

Crayon - Contemplated secondary placing

Crayon - Contemplated secondary placing

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

29 June 2021: SpareBank 1 Markets AS (the "Manager") has been retained as Sole Bookrunner by a OEP ITS Holding B.V. (the “Vendor”) to explore the sale of between 6.7 and 8.4 million existing shares (the “Sale Shares”) in Crayon Group Holding ASA ("Crayon" or the “Company”), representing approximately 8% to 10 % of the share capital in Crayon (the "Placing"). The Vendor is a financial investor, and is neither represented in the management or board of directors nor a primary insider in the Company.

If the Placing of the up to 8.4 million Sale Shares is successful and the Sale Shares are not acquired by non-free-float investors, the free float in Crayon will increase by 20% from approximately 50 percentage points to 60 percentage points.

The Placing is to be conducted as an accelerated bookbuilding process. The bookbuilding process will commence immediately following the publication of this announcement and may be closed at short or without notice at the full discretion of the Manager. A further announcement will be made following completion of the bookbuilding. The minimum order and allocation have been set to a NOK equivalent of EUR 100,000. The Vendor may, however, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirement in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available. The Vendor reserves the right, at its own discretion, to sell fewer shares or no shares at all.

The Vendor will enter into a customary 90-days lock-up agreement with the Manager for its remaining shares in the Company not sold in the Placing.

For further information, please contact:

SpareBank 1 Markets: + 47 24 14 74 70

Important Notice

The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law. The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by the Manager or any of its affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of securities in the United States.

No guarantee can be made that any securities will be sold pursuant to the Placing.

The Manager is acting on behalf of the Vendor and no one else in connection with the Placing and will not be responsible to any other person for providing the protections afforded to clients of the Manager or for providing advice in relation to the Placing.