Crayon : Credit Investor Presentation

Investor presentation

March 2024

IMPORTANT INFORMATION

Disclaimer (1/2)

IMPORTANT INFORMATION

This presentation (the "Presentation") has been produced by Crayon Group Holding ASA (the "Company" or the "Issuer" and, together with its direct and indirect subsidiaries, the "Group") solely for use in connection with the contemplated offering of bonds by the Issuer (the "Bonds"), is confidential, and may not be reproduced or redistributed in whole or in part to any other person. The managers for the transaction are Danske Bank, Norwegian Branch, Pareto Securities AS, Pareto Securities AB and Pareto Securities Oy (the "Managers").

This Presentation is for information purposes only and it does not constitute or form part of, and should not be construed as an offer or the solicitation of, an offer to subscribe for or purchase the Bonds, nor does it constitute a recommendation regarding the Bonds. Prospective investors are required to make their own independent investigations and appraisals of the business and financial condition of the Company and the nature of the Bonds before taking any investment decision with respect to the Bonds. By attending a meeting where this Presentation is presented, or by reading the Presentation slides, you agree to be bound by the following terms, conditions and limitations.

All information provided in this Presentation has been obtained from the Group or through publicly available material. Although the Managers have endeavoured to contribute towards giving a correct and complete picture of the Group, neither the Managers nor its respective parents or subsidiaries or any such company's directors, officers, employees, advisors or representatives (collectively the "Representatives") shall have any liability whatsoever arising directly or indirectly from the use of this Presentation. Moreover, the information contained in this Presentation has not been independently verified, no formal financial or legal due diligence has been conducted and the Managers assume no responsibility for, and no warranty (expressly or implied) or representation is made as to, the accuracy, completeness or verification of the information contained in this Presentation.

This Presentation is dated 15th March 2024. Neither the delivery of this Presentation nor any further discussions of the Group or the Managers with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Group since such date. The Group does not undertake any obligations to review or confirm, or to release publicly or otherwise to investors or any other person, any revisions to the information contained in this Presentation to reflect events that occur or circumstances that arise after the date of this Presentation.

NO FORMAL FINANCIAL OR LEGAL DUE DILIGENCE HAS BEEN CARRIED OUT WITH RESPECT TO THE GROUP. THUS, THERE MAY BE RISKS RELATED TO THE GROUP WHICH ARE NOT INCLUDED IN THIS PRESENTATION WHICH COULD HAVE A NEGATIVE EFFECT ON THE GROUP'S OPERATIONS, FINANCIAL POSITION, EARNINGS AND RESULT.

An investment in the Bonds involves a high level of risk and several factors could cause the actual results or performance of the Group or the Bonds to be different from what may be expressed or implied by statements contained in this Presentation. By attending a meeting where this Presentation is presented, or by reading this Presentation, you acknowledge that you will be solely responsible for and rely on your own assessment of the market and the market position of the Group and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Group, its business and the Bonds and other securities. The content of this Presentation is not to be construed as legal, credit, business, investment or tax advice. Each recipient should consult with its own legal, credit, business, investment and tax advisers to receive legal, credit, business, investment and tax advice. Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

1. have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this document or any applicable supplement;
2. have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact other bonds will have on its overall investment portfolio;
3. have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds;

1. understand thoroughly the final terms and conditions for the Bonds; and
2. be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the relevant risks.

Neither this Presentation nor any copy of it or the information contained herein is being issued, nor may this Presentation, any copy of it or the information contained herein be distributed directly or indirectly, to or into Canada, Australia, Hong Kong, New Zealand, the Republic of South Africa, Japan, the United Kingdom or the United States (or to any U.S. person (as defined in Rule 902 of Regulation S under the Securities Act of 1933, as amended (the "U.S. Securities Act")), or to any other jurisdiction in which such distribution would be unlawful, except as set forth herein and pursuant to appropriate exemptions under the laws of any such jurisdiction. Neither the Group nor the Managers or any of their Representatives have taken any actions to allow the distribution of this Presentation in any jurisdiction where any action would be required for such purposes. The distribution of this Presentation and any purchase of or application/subscription for Bonds or other securities of the Group may be restricted by law in certain jurisdictions, and persons into whose possession this Presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the applicable securities laws of any such jurisdiction. Neither the Group, the Managers nor any of their respective Representatives shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with the Presentation.

Neither the Group nor the Managers have authorised any offer to the public of securities, undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area, and this Presentation is not a prospectus for purposes of Regulation (EU) 2017/1129.

This Presentation is directed only at (i) persons outside the United Kingdom, (ii) persons who are either (a) "investment professionals" for the purposes of Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (b) high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order, or (c) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Bonds may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this Presentation relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons.

This Presentation does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. In the event that this Presentation is distributed in the United States, it shall be directed only at persons who are "qualified institutional buyers" as defined in Rule 144A promulgated under the U.S. Securities Act ("Rule 144A") ("QIBs") who are also institutions that meet the definition of "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the U.S. Securities Act ("IAIs"). The offer and sale of the Bonds have not been and will not be registered under the U.S. Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States. Accordingly, the Bonds may not be offered, sold (directly or indirectly), delivered or otherwise transferred within or into the United States or to, or for the account or benefit of, U.S. persons, absent registration or under an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Company does not intend to register any portion of the offering of the Bonds in the United States or to conduct a public offering of the Bonds in the United States. This document and its contents may not be viewed by persons within the United States or "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act) unless they are QIBs. The Bonds are being offered and sold only (i) outside the United States to persons other than U.S. persons ("non-U.S.purchasers", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)) in reliance upon Regulation S under the U.S. Securities Act ("Regulation S") and (ii) in the United States to QIBs who are also IAIs. As used herein, the terms "United States" and "U.S. person" have the meanings as given to them in Rule 902 of Regulation S under the U.S. Securities Act.

2

IMPORTANT INFORMATION

Disclaimer (2/2)

By receiving this Presentation, you warrant and represent that (i) if you are located within the United States and/or a U.S. person, you are a QIB, (ii) if you are a non-U.S. person, you are a Qualified Investor (as defined in the Regulation (EU) 2017/1129 (with cross-references therein)), or a Relevant Person (as defined above).

The Managers and/or their Representatives may hold shares, options or other securities of the Group and may, as principal or agent, buy or sell such securities. The Managers may have other financial interests in transactions involving these securities or the Group. Please note that the deal captains of Danske Bank and Pareto Securities owns 650 and 9,850 shares, respectively, in the Issuer and may as such benefit from a successful transaction

This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo district court (Nw: Oslo tingrett) as exclusive legal venue.

Forward Looking Statements

Certain information contained in this presentation, including any information on the Group's plans or future financial or operating performance and other statements that express the Group's management's expectations or estimates of future performance, constitute forward-looking statements (when used in this document, the words "anticipate", "believe", "estimate" and "expect" and similar expressions, as they relate to the Group or its management, are intended to identify forward-looking statements). Such statements are based on a number of estimates and assumptions that, while considered reasonable by management at the time, are subject to significant business, economic and competitive uncertainties. The Group cautions that such statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of the Group to be materially different from the Group's estimated future results, performance or achievements expressed or implied by those forward-looking statements.

Claims and legal disputes

Claims or legal action may in the future be made or initiated against the Group which may have significant unfavourable effects on the Group's financial position, performance and market position or on the pricing of the Bonds.

Audit Review of Financial Information

Certain financial information contained in this Presentation has not been reviewed by the Group's auditor or any other auditor or financial expert. Hence, such financial information might not have been produced in accordance with applicable or recommended accounting principles and may furthermore contain errors and/or miscalculations. The Group is the source of the financial information, and neither the Managers nor any of their Representatives shall have any liability (in negligence or otherwise) for any inaccuracy of the financial information set forth in this Presentation.

Target market

Solely for the purposes of the Manufacturer's (as used herein, "Manufacturer" refers to the Managers) product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Bonds are appropriate. The negative target market for the Bonds is investors looking for full capital protection or full repayment of the amount invested or having no risk tolerance, or investors requiring a fully guaranteed income or fully predictable return profile. Any person subsequently offering, selling or recommending the Bonds (a "Distributor") should take into consideration the Manufacturer's target market assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the Manufacturer's target market assessment) and determining appropriate distribution channels.

Placing fee

The Managers will be paid a fee by the Issuer in respect of the placement of the transaction.

ANY POTENTIAL INVESTOR INVESTING IN THE BONDS IS BOUND BY THE FINAL BOND TERMS WHICH THE INVESTOR ACKNOWLEDGES HAVING ACCEPTED BY SUBSCRIBING FOR SUCH BONDS.

3

IMPORTANT INFORMATION

Summary of risk factors (1/2)

An investment in the Bonds involves a high degree of financial risk. The below is a summary of relevant risk factors. Although the order in which the risk factors are presented is intended to reflect the importance or likelihood of occurrence, no assurance or confirmation can be given in respect of the ultimate precision of the ranking, as this is, to a large extent, based on subjective assumptions about future occurrences. An investment in the Issuer is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment. Furthermore, the risk factors presented herein are not exhaustive and other factors currently not known to the Issuer or which the Issuer currently does not deem to be material could also in the future have a material adverse effect on the Issuer. A full text of the risks factors is attached to this Presentation.

Risks related to the implementation of the Group's strategy

1. The Group's results of operations could be negatively affected if the Group cannot adapt, expand and develop its services in response to changes in technology or customer demand
2. Any inability to manage the Group's growth could disrupt the Group's business and reduce the Group's profitability
3. The markets in which the Group competes are highly competitive, and the Group might not be able to compete effectively
4. Acquisitions, investments and other strategic transactions could result in operating difficulties and other negative consequences
   Risk relating to operational activities

1. The Group's success depends upon its management team and highly skilled IT professionals and the Group's ability to hire, attract, motivate, retain and train these personnel
2. The Group has been granted various licenses and authorizations, and a disadvantageous amendment or termination of any license agreement or authorization may have an adverse or even destructive effect on the Group's operations
3. The Group could be subject to liabilities if the Group's strategic partners, software vendors, service providers or subcontractors do not perform their obligations or deliver their project contributions on time or at all
4. The Group's business and business strategy are tied to its intellectual property rights, however, no assurances can be given as to the adequacy of the protection of the Group's intellectual property rights
5. The Group is exposed to the risk of breaching international sanctions and anti-bribery/anti-corruption laws, any of which may have a negative impact to the Group's reputation and financial condition
6. The Group faces risks of non-compliance with applicable laws and regulations, such as laws and regulations relating to data protection, privacy, consumer and other contractual protection laws, public procurement and labour laws, and the applicable legislation and standards are subject to changes
7. The Group is exposed to risk relating to data protection and data privacy regulations, licenses etc., such as the General Data Protection Regulation (EU) 2016/679 ("GDPR") and the local law implementations of GDPR in the EU member states that the Group operates in, including the Norwegian Data Protection Act of 15 June 2018 no. 38
8. The Group may be negatively affected by global and local outbreaks of pandemics, and new laws and regulations that could directly, or indirectly, affect the Group's operations may enter into force
9. Any system failures could harm the Group's ability to provide its services and solutions, damage the Group's reputation or otherwise adversely affect the Group's business
10. The Group may not be sufficiently prepared to manage cyber threats that have the potential to significantly disrupt the Group and its customers' services
11. Undetected errors or defects in the Group's products or any third party products could adversely affect the performance of the

products, software or solutions and negatively impact the demand

Risk relating to customer relationships and third parties

1. The Group's success depends on its ability to attract and retain customers and procure additional work from existing clients, and any failure to do so may have a material adverse effect on the Group's business, financial condition and prospects
2. The Group's work with public sector customers exposes the Group to additional risks inherent in the public sector contracting environment
3. Any failure in a customer's infrastructure or applications as a result, or alleged result, of the Group's consulting services' failure could result in a claim for substantial damages against the Group or result in significant reputational harm, and the Group's liability insurance coverage may not cover all potential losses
4. Contractual default by counterparties could impair the Group's liquidity and cause significant losses, which in turn could have a material adverse effect on the Group's business, results of operations, cash flows, financial condition and/or prospects

Risks relating to financing and accounts

1. The Issuer's revenues, operating results and working capital may fluctuate significantly which could cause the Issuer to fail to meet or exceed the expectations of the market
2. The Group conducts its business in currencies other than its functional reporting currency, making its results of operations, financial position and future prospect vulnerable for currency fluctuations
3. Interest rate fluctuations could affect the Group's cash flow and financial condition

Risk relating to international and macroeconomic developments

1. New markets and international sales pose additional risks to the Group's operations and if the Group is unsuccessful in sufficiently mitigating these risks, they may have a material adverse effect on the Group's business and operations
2. The distribution of the Group's technology and applications across a wide variety of jurisdictions exposes the Group to risks inherent to operating internationally and in regions with political tension and/or surveillance of digital technology, any of which may negatively affect the Group's results of operations

Risks relating to the Bonds

1. The Bonds are unsecured and will not have any security over any of the Issuer's assets or be guaranteed by any other entity which means that there is a risk that the bondholders' claims against the Issuer in an event of insolvency or liquidation may not be covered in full, partly or at all
2. The Bonds can be repaid prior to maturity where the amount to be paid to each bondholder, if such option is exercised, equals the outstanding principal amount of the Bonds, plus accrued and unpaid interest to the date of redemption and a premium calculated in accordance with the terms and conditions of the Bond Terms. The call option mechanisms may limit the market value of the Bonds
3. The Issuer' ability to redeem the Bonds with cash in a change of control event may be limited and it is possible that the Issuer will not have sufficient funds at the time of the change of control event to make the required redemption of the Bonds
4. The Bond Terms will contain provisions for calling meetings of bondholders to consider matters affecting their interests. These provisions permit defined majorities to bind all bondholders, including bondholders who did not attend and vote at the relevant meeting and bondholders who voted in a manner contrary to the majority, thus preventing individual bondholders from taking individual action

4

IMPORTANT INFORMATION

Summary of risk factors (2/2)

1. Applicable law as well as contractual limitations may limit the amounts that some of the members of the Group will be permitted to pay as dividends or distributions on their equity interests and the timing for such payments
2. There is no existing market for the Bonds, and no assurances can be provided as regards the future development of a market for the Bonds, and, therefore, the liquidity of the Bond and the volume it is traded in cannot be guaranteed. This may apply even if the Bonds are listed and there are no market-makers agreements in place or intended to be established in order to secure a liquid market for the Bonds after the Issue date

The Bonds may be transferred or resold in the United States only in a transaction registered under or exempt from the registration requirements of the securities act and applicable state securities law, and the seller may be required to bear the risk of holding the Bond investment for an indefinite period of time

5

IMPORTANT INFORMATION

Issuer characteristics and confirmatory work undertaken

Issuer characteristics

Issuer overview

• The issuer, Crayon Group ASA (the "Issuer") together with its subsidiaries (the "Company" or "Crayon") is a publicly listed company incorporated in Norway
• The Issuer's shares are listed on Oslo Børs with a market capitalization of approximately NOK 6,700 million

Group description

• Crayon is a customer-centric innovation and IT services company with over 4,000 employees across 46 countries

Group ownership

• Karbon Invest, representing Crayon's founders Rune Syversen and Jens Rugseth, is the largest shareholder with 5.4% ownership

Previous capital markets experience

• The Group is a publicly listed company with significant capital markets experience, having issued five bonds in the past decade alongside several equity issues

Confirmatory/verification work conducted

• Representatives of the Issuer have signed a "Declaration of Completeness" and participated in a "Bring Down Due Diligence" call, confirming to the Managers that, inter alia, the marketing material in all aspects is correct and complete and not misleading, and that all matters relevant for evaluating the Issuer and the transaction are properly disclosed in the marketing material
• Please note that the Managers have not engaged any external advisors to carry out any other due diligence than mentioned above
• Please review this Investor Presentation in detail, including the Disclaimer on page 2-3 and the Risk Factors on pages 57-60
• The latest audited financials are the annual report for 2022 and latest unaudited financials are the Q4 2023 interim report

Overview of advisors to the Managers and the Issuer

• Danske Bank, Norwegian Branch and Pareto Securities are acting as Joint Bookrunners
  (together the "Managers")
• Nordic Trustee AS (the "Trustee") will act as trustee for the contemplated bond issue
• The Norwegian law firm Wikborg Rein acts as legal counsel to the Managers and the Trustee
• The Norwegian law firm Schjødt acts as legal counsel to the Issuer
• Danske Bank will act as paying agent for the Issuer
• KPMG is the Group's auditor

6

1. Transaction summary

7

TRANSACTION SUMMARY

Transaction summary

Transaction summary

• Crayon Group Holding ASA (the "Issuer", and together with its subsidiaries "Crayon" or the "Company"), listed on Oslo Børs with a market capitalization of approximately NOK 6,700 million, contemplates issuing new senior unsecured bonds in an initial amount of
  NOK 1,200 million (the "Bonds" or the "Bond Issue") with a tenor of 4 years
• In connection with the contemplated Bond Issue, Crayon has received commitment from Danske Bank for a NOK 500 million increase in the existing revolving credit facility
  ("RCF"). The increased RCF will be available for working capital purposes and will enhance the group's financial flexibility, and is subject to the successful placement of the new Bond Issue
• Crayon has a strong history of profitable growth and strong cash generation, and therefore intends to reduce its outstanding gross leverage to further improve its capital structure and the free cash flow in the business
• Although Crayon has ample debt financing sources available to finance its operations and to manage working capital fluctuation, the debt capital markets are deemed important to retain a healthy diversification of financing sources
• On the back of the improved liquidity position, the Company intends to refinance its outstanding NOK 1,800 million 2021/2025 bond (CRAYON04, ISIN: NO0011045478)
  (the "Existing Bonds"), while at the same time extending the Company's maturity profile
• Subject to the successful placement of the contemplated Bond Issue, Crayon will call the remaining net outstanding amount of the Existing Bonds
• Consequently, the net proceeds of the Bond Issue shall, together with available cash, be applied towards (i) refinancing the Existing Bonds and (ii) general corporate purposes (including investments and acquisitions)
• Following the Bond Issue, the Company will have a conservative leverage profile with net leverage standing at 1.3x (~0.7x excluding lease impact)
• Following the contemplated Bond Issue, Crayon will have an enterprise value of NOK c. 7,800m and a modest LTV ratio at c. 15%

Consolidated corporate structure

NOK 1,200m			Crayon Group
unsecured bond issue			Holding ASA
			Crayon
			Group AS

Subsidiaries

8

TRANSACTION SUMMARY

Transaction summary

			SOURCES & USES1
Sources			NOKm		Uses		NOKm
New senior unsecured bond			1,200		Refinance Existing Bond		1,800
Opening cash (less restricted cash)			1,418		Call premium		27
					Closing cash & GCP (less restricted cash)		791
Total sources			2,618		Total uses		2,618
			KEY CREDIT METRICS
									PF Q4'23
Adj. EBITDA									920
Gross leverage									2.2x
Net leverage									1.3x
			CAPITALISATION TABLE1
	Current capital structure (Q4'23)						Pro forma capital structure (PF Q4'23)
	NOKm	x adj. EBITDA				Δ	NOKm	x adj. EBITDA
Senior unsecured bond
1,800	2.0x		-600		1,200	1.3x
RCF (drawn)	0	0.0x		0		0	0.0x
Supplier financing	127	0.1x		0		127	0.1x
Leasing liabilities	581	0.6x		0		581	0.6x
Other interest bearing debt	106	0.1x		0		106	0.1x
Gross debt	2,614	2.8x			-600		2,014	2.2x
Cash on balance (less restricted cash)	1,418	1.5x		-627		791	0.9x
Net debt	1,196	1.3x			27		1,223	1.3x
1) Not including transaction fees

9

TRANSACTION SUMMARY

Main bond terms

Issuer		Crayon Group Holding ASA
Status		Senior unsecured
Initial issue amount		NOK 1,200 million
Max issue amount		NOK 2,500 million
Use of Proceeds		Net proceeds from the Bond Issue shall be applied towards (i) refinancing the outstanding NOK 1,800 million 2021/2025 bonds and (ii) general corporate purposes
Tenor		4 years
Coupon		3m NIBOR + [●]% p.a., quarterly interest payments
Issue price	100%
Amortization		None, bullet repayment at the maturity date
Issuer's call options (American)		Make whole first 2 years, thereafter callable (in whole or parts) at par plus 50.0% / 37.5% / 25.0% / 12.5% / 0.0% of the Coupon after 24 / 30 / 36 / 42 / 47 months,
	respectively
		For new financial indebtedness
Incurrence test		▪ Net interest-bearing debt / PF adj. EBITDA < 3.50x & Interest Coverage Ratio > 3.00x
	For distributions
		▪ Net interest-bearing debt / PF adj. EBITDA < 2.50x & Interest Coverage Ratio > 3.00x
		Negative pledge with carve out for inter alia;
		▪ Revolving Credit Facility1 where the aggregate amount drawn shall not exceed the higher of 2.0x EBITDA and NOK 1,900 million
		▪ Financial arrangements with local financial institutions not exceeding 0.2x EBITDA
		▪ Hedging and other debt related to ordinary course of business
Permitted additional debt		▪ Basket for other financial indebtedness not exceeding 0.1x EBITDA
	No additional debt, with carve out for inter alia;
		▪ Tap issues of the bond and new unsecured financial indebtedness with longer tenor, subject to the incurrence test
		▪ Leasing, hedging and other debt related to ordinary course of business
		▪ Subordinated loans
		▪ Basket for other financial indebtedness not exceeding 0.2x EBITDA
Distribution restrictions		Maximum 50% of the Issuer's consolidated net profit for the previous financial year s.t. the incurrence test, or otherwise permitted through buy back of own shares, not
	exceeding in any financial year, an aggregate purchase price equal to 0.2x EBITDA
Change of control		Bondholder's put option at 101%
Listing		Frankfurt Open Market as soon as practicable, and Oslo Børs within 6 months from the issue date, otherwise coupon step up of 1.0% p.a. until the bonds have been listed
Governing law / Trustee		Norwegian law / Nordic Trustee

10 1) The Revolving Credit Facility means one or more senior secured or unsecured revolving credit, guarantee and/or overdraft facilities agreements