Kyoto Group AS

Share Issue/Capital Change • Mar 24, 2021

Kyoto Group AS – Stabilisation and over-allotment notice

Kyoto Group AS – Stabilisation and over-allotment notice

NOT FOR DISTRIBUTION, RELEASE OR REPUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR REPUBLICATION WOULD BE UNLAWFUL.

Kyoto Group AS – Stabilisation and over-allotment notice

Oslo, 24 March 2021: Reference is made to the stock exchange release from Kyoto Group AS ("Kyoto Group" or the "Company") on 17 March 2021 regarding completion of a NOK 150 million private placement of through the allocation of 2,400,000 shares at a price of NOK 62.50 (the "Offer Price") per share in the Company (the "Offering") in connection with the admission to trading of the Company's shares on Euronext Growth Oslo.

Fearnley Securities AS (the "Stabilisation Manager") may, on behalf of the Managers (as defined below), engage in stabilisation activities of the shares of the Company (the "Shares") from today to and including 23 April 2021 (the "Stabilisation Period").

As part of the Offering, the Managers have over-allotted 400,000 existing Shares (the "Additional Shares"), which equals approximately 20% of the shares allocated in the Offering, excluding the Additional Shares. In order to permit delivery in respect of over-allotments made, the Stabilisation Manager, on behalf of the Managers, has borrowed a number of shares equal to the number of Additional Shares from Ajisu Invest AS (controlled by board member Arne Erik Kristiansen). Further, the Company has granted the Stabilisation Manager, on behalf of the Managers, an option to subscribe, at the Offer Price, a number of shares equal to up to the number of Additional Shares to cover short positions resulting the sale of Additional Shares in the Offering (the "Greenshoe Option"). The Greenshoe Option may be exercised at any time and from time to time, in whole or in part, during the Stabilisation Period. The Stabilisation Manager can use the Greenshoe Option to close out short positions resulting from over-allotments made as part of the Offering.

The Stabilisation Manager may effect transactions with a view to support the market price of the Shares at a level higher than what might otherwise prevail, by buying Shares in the open market at prices equal to or lower than (but not above) the Offer Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilising activities, if commenced, may be discontinued at any time, and will be brought to an end upon or before the expiry of the Stabilisation Period. Stabilisation may result in a price of the shares that is higher than might otherwise prevail, and the price may reach a level that cannot be maintained on a permanent basis.

Within one week after the expiry of the Stabilisation Period, the Stabilisation Manager will publish information as to whether or not price stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the total amount of Shares sold and purchased; (ii) the dates on which the Stabilisation Period began and ended; (iii) the price range between which stabilisation was carried out, as well as the highest, lowest and average price paid during the Stabilisation Period; and (iv) the date at which stabilisation activities last occurred.

Any stabilization activities will be conducted in accordance with the EU Market Abuse Regulation.

Any net profits from such stabilisation activities conducted by the Stabilisation Manager, if undertaken, will be to the benefit of the Company.

Fearnley Securities AS and SpareBank 1 Markets AS (jointly, the “Managers”) are engaged as financial advisors to the Company and acted as joint Managers and Bookrunners in connection with the Offering. Wikborg Rein AS is acting as Norwegian legal counsel to the Company and Advokatfirmaet CLP DA is acting as Norwegian legal counsel to the Managers.