Kyoto Group AS: Launch of Subsequent Offering

02 Feb 2023 17:26 CET

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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.

Oslo, 2 February 2023: Reference is made to the stock exchange notice from Kyoto
Group AS ("Kyoto" or the "Company") on 11 January 2023 with key information in
relation to a subsequent offering of up to 500,000 new shares (the "Subsequent
Offering") at a subscription price of NOK 17.50 per share (the "Offer Price").
The Offer Price is similar as the offer price in the private placement of new
shares that was successfully placed on 10 January 2023 (the "Private
Placement").

The Company has decided to proceed with the Subsequent Offering, which may raise
total gross proceeds of up to 8,750,000. The Subsequent Offering will be
directed towards existing shareholders in the Company as of the end of trading
on 10 January 2023, as registered in Euronext Securities Oslo ("Euronext VPS")
on 12 January 2023 ("Record Date"), who (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 "Eligible Shareholders").

Eligible Shareholders are being granted non-tradable subscription rights (the
"Subscription Rights") that, subject to applicable law, provide preferential
rights to subscribe for and be allocated Offer Shares in the Subsequent
Offering. Eligible Shareholders will be granted 0.13 Subscription Rights for
each Share held as recorded on the Record Date. Each Subscription Right will
give the right to subscribe for one (1) Offer Share. Over-subscription by
Eligible Shareholders having received subscription rights will be permitted;
however, there can be no assurance that Offer Shares will be allocated for such
subscriptions. Subscription without subscription rights will not be permitted,
however so that shareholders that participated in the Private Placement will be
allowed to subscribe for and be allocated Offer Shares to the extent the Offer
Shares are not fully subscribed by Eligible Shareholders.

The subscription period for the Subsequent Offering commences on 6 February 2023
at 09:00 CET and ends on 13 February 2023 at 16:30 CET (the "Subscription
Period").

The Company, in consultation with the Managers (as defined below), reserves the
right to extend the Subscription Period for the Subsequent Offering at any time
and without any prior written notice and at its sole discretion.

The terms and conditions for the Subsequent Offering is set out in the offering
material available at www.ir.kyotogroup.no/, www.arctic.com and
www.fearnleysecurities.com. Reference is also made to the investor presentation
available thereto dated January 2023 which includes, inter alia, a description
of the Company and the material risk factors associated with an investment in
the Offer Shares.

In order to subscribe for shares, the Managers (as defined below) must either
receive a complete and duly signed subscription form or a subscription through
VPS' solution for share subscription within the end of the Subscription Period.
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period will have no value and will lapse without
compensation to the holder.

The due date for payment of the Offer Shares is expected to be on 16 February
2023. The Offer Shares will, after registration of the share capital increase in
Norwegian Register of Business Enterprises pertaining to the Offer Shares, be
registered in the VPS in book-entry form and are expected to be delivered to the
applicant's VPS account on or about 21 February 2023. The Offer Shares will have
equal rights and rank pari passu with the Company's other shares.

Completion of the Subsequent Offering is subject to (i) all necessary corporate
resolutions being validly made by the Company, including the board of directors
resolving to consummate the Subsequent Offering and issue and allocate the Offer
Shares based on the authorization granted by the extraordinary general meeting
of the Company held on 18 January 2023, and (ii) registration of the share
capital increase pertaining to the Subsequent Offering with the Norwegian
Register of Business Enterprises and delivery of the Offer Shares to the
subscribers in the VPS.

Arctic Securities AS and Fearnley Securities AS are acting as managers for the
Subsequent Offering (the "Managers"). Advokatfirmaet Wiersholm AS is acting as
legal counsel to Kyoto.

For further 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

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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