Kyoto Group AS - Private placement completed

10 Jan 2023 22:58 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

Lysaker, 10 January 2023: Reference is made to the stock exchange release from
Kyoto Group AS ("Kyoto" or the "Company") published earlier today regarding a
contemplated private placement of new shares in the Company (the "Private
Placement").

Following close of the bookbuilding period, the Company is pleased to announce
that the Private Placement has been successfully placed, and that its Board of
Directors has allocated subscriptions for 3,428,571 offer shares (the "Offer
Shares") at a subscription price of NOK 17.50 (the "Offer Price"), raising NOK
60 million in gross proceeds.

Arctic Securities AS and Fearnley Securities AS (the "Managers") acted as
managers in connection with the Private Placement.

The net proceeds from the Private Placement will be used to cover the Company's
liquidity needs, including for pre-ordering of long lead-time items for
production of Heatcube, continued market expansion and the related upscaling
activities, building project execution capacity combined with partnering setups
and general corporate purposes.

Settlement of the New Shares is expected to take place on or about 23 January
2023. The Managers are expected to pre-pay the total subscription amount in the
Private Placement in order to facilitate delivery-vs-payment settlement,
however, the allocated Offer Shares will not be delivered to, nor will they be
tradable by the relevant applicant before the registration of the share capital
increase pertaining to the Offer Shares has taken place.

Notification of conditional allocation, including settlement instructions, are
expected to be distributed by the Managers on or about 11 January 2023.

The following persons discharging managerial responsibilities ("PDMRs") and
close associates to PDMRs have been allocated the following number of Offer
Shares in the Private Placement:

· Valinor AS, a close associate of the board member Pål Selboe Valseth, was
allocated a total of 488,600 shares
· Hydro Energi Invest AS, a close associate of the board member Ivar Valstad,
was allocated a total of 285,714 shares
· Bjarke Buchbjerg, Chief Technology Officer of the Company, was allocated a
total of 1,428 shares
· Henrik Holck-Clausen, Chief People & Culture Officer of the Company, was
allocated a total of 4,285 shares
· Tim de Haas, Chief Commercial Officer of the Company, was allocated a total
of 5,714 shares
· Agnieszka Sledz, Chief Project Officer of the Company, was allocated a total
of 17,142 shares

Completion of the Private Placement is conditional upon (i) necessary corporate
resolutions by the Company to consummate the Private Placement and allocate the
New Shares, including final approval by the Board of the Private Placement and
the resolution by an extraordinary general meeting of the Company expected to be
held on 18 January 2023 (the "EGM") to resolve the share capital increase
pertaining to the New Shares, and (ii) the share capital increase pertaining to
the New Shares being registered with the Norwegian Register of Business
Enterprises and the New Shares having been validly issued in the VPS.

Subsequent offering and equal treatment considerations

The Board will propose to the EGM to carry out a subsequent offering of up to
500,000 shares at a subscription price equal to the Offer Price raising gross
proceeds of up to NOK 8,750,000 to its existing shareholders as of close of
trading 10 January 2023, as subsequently recorded in the VPS on 12 January 2023,
who were (i) not allocated shares in the Private Placement, (ii) who were not
actively involved in the presounding for the Private Placement and (iii) who are
not resident in a jurisdiction where such offering would be unlawful, or would
(in jurisdictions other than Norway) require any prospectus filing, registration
or similar action. Such shareholders will be granted non-tradable subscription
rights to subscribe for, and, upon subscription, be allocated new shares. The
subsequent offering is subject to approval of the EGM.

The  Board,  together  with  the  Company's  management  and  the  Managers, has
considered various transaction alternatives to secure new financing. Based on an
overall  assessment, considering inter alia the need for funding, execution risk
and  possible alternatives, the Board has on the basis of careful considerations
decided  that the  Private Placement  is the  alternative that best protects the
Company's  and the shareholders' joint interests. By structuring the transaction
as a private placement with a subsequent offering, the Company was able to raise
capital  in  an  efficient  manner  with  significantly  lower  completion risks
compared to a rights issue. Thus, the waiver of the preferential rights inherent
in  a  share  capital  increase  through  issuance  of  new shares is considered
necessary.

Arctic Securities AS and Fearnley Securities AS acted as managers for the
Private Placement. Advokatfirmaet Wiersholm AS acted as legal counsel to Kyoto.

For more information, please contact:

Håvard Haukdal, Kyoto Group CFO

havard.haukdal@kyotogroup.no

+47 48 10 65 69

About Kyoto Group

Heat accounts for half of industrial energy consumption. Traditionally, nearly
all of it is based on fossil fuels. Kyoto Group's Heatcube, a thermal energy
storage (TES) solution, provides a sustainable and cost-effective alternative by
capturing and storing abundant but variable energy from sources such as solar
and wind. Founded in 2016, Kyoto Group is headquartered in Oslo, Norway, and has
subsidiaries in Spain and Denmark. The Kyoto share is listed on Euronext Growth
(ticker: KYOTO).

More information on www.kyotogroup.no

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act. This stock exchange notice
was published by Håvard Haukdal, CFO of the Company, on 10 January 2023 at the
time set out herein.

Important notice:

This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) 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) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict, and are beyond their control. Such
risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

Neither the Managers nor any of their affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of its affiliates accepts any liability arising from the use of
this announcement.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

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