Pexip Holding

Proxy Solicitation & Information Statement • Apr 12, 2022

Ref no: "Refnr" PIN code: "Pin"

Notice of Annual General Meeting

Meeting in Pexip Holding ASA will be held on April 21, 2022 at 5:00 p.m. Virtual.

The shareholder is registered with the following amount of shares at summons: and vote for the number of shares owned per Record Date: April 11, 2022

IMPORTANT MESSAGE:

The Extraordinary General Meeting will be held as a digital meeting only, with no physical attendance for shareholders.

Please log in at https://web.lumiagm.com/163206249

You must identify yourself using the reference number and PIN code from VPS that you will find in investor services (Corporate Actions – General Meeting – ISIN) or sent you by post on this form (for non-electronic actors) Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (8:00-a.m. to 3:30 p.m. ) or by e-mail genf@dnb.no.

On the company's web pagehttps://investor.pexip.com/ You will find an online guide describing more in detail how you as a shareholder can participate in the Virtual meeting.

Deadline for registration of proxies and instructions: April 19, 2022 at 4:00 pm

Notice of attendance

Shareholders are only allowed to participate online and no pre-registration is required. Shareholders must be logged in before the meeting starts. If you are not logged in before the general meeting starts, you will not be able to attend. Log in starts an hour before.

Shareholders who do not wish to participate online can give proxy to another person.

Proxy without voting instructions for Annual General Meeting of Pexip Holding ASA

Ref no: PIN code:

Proxy should be registered through the Company's websitehttps://investor.pexip.com/ or through VPS Investor Services. For granting proxy through the Company's website, the above-mentioned reference number and PIN code must be stated. In VPS Investor Services chose Corporate Actions - General Meeting – ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator.

Alternatively you may send this form by e-mail to genf@dnb.no, or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The proxy must be received no later than April 19, 2022 at 4:00 p.m. The form must be dated and signed in order to be valid.

If you do not state the name of the proxy holder, the proxy will be given to the Chair of the Board of Directors or an individual authorised by him or her.

The undersigned

hereby grants (tick one of the two)

the Chair of the Board of Directors (or a person authorised by him or her), or

_________________________________________ (NB: Proxy holder must send an e-mail to genf@dnb.no for log in details) (Name of proxy holder in capital letters)

proxy to attend and vote for my/our shares at the Annual General Meeting of Pexip Holding ASA on April 21, 2022.

Proxy with voting instructions for Annual General Meeting in Pexip Holding ASA

If you are unable to attend the meeting, you may use this proxy form to give voting instructions to Chair of the Board of Directors or the person authorised by him or her. For instruction to other Proxy holders, submit a Proxy without voting instructions and agreed directly with the proxy holder how votes should be cast.

Proxies with voting instructions to Chair of The Board of Directors cannot be submitted electronically, and must be sent to genf@dnb.no (scanned form) or by regular Mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than April 19, 2022 at 4:00 p.m.

Proxies with voting instructions must be dated and signed to be valid.

The undersigned: Ref no:

hereby grants the Chair of the Board of Directors (or the person authorised by him or her) proxy to attend and vote for my/our shares at the Annual General Meeting of Pexip Holding ASA on April 21, 2022.

The votes shall be exercised in accordance with the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the Board's and Nomination Committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the Notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.

	Agenda for the Annual General Meeting 2022	For	Against	Abstention
1.	ELECTION OF CHAIR OF THE MEETING AND ONE PERSON TO CO-SIGN THE MINUTES			
2.	APPROVAL OF NOTICE AND AGENDA			
3.	APPROVAL OF THE ANNUAL ACCOUNTS AND ANNUAL REPORT FOR 2021			
4.	APPROVAL OF AUDITOR REMUNERATION			
5.	APPROVAL OF REMUNERATION TO THE BOARD OF DIRECTORS, AUDIT COMMITTEE AND THE NOMINATION COMMITTEE
	5.1 APPROVAL OF REMUNERATION TO THE BOARD			
	5.2 APPROVAL OF REMUNERATION TO AUDIT COMMITTEE			
	5.3 APPROVAL OF REMUNERATION TO NOMINATION COMMITTEE			
6.	NOMINATION COMMITTEE
	TO RE-ELECT DAG S. KAADA AS CHAIR OF THE NOMINATION COMMITTEE UNTIL 2023			
	TO RE-ELECT ODDVAR FOSSE AS MEMBER OF THE NOMINATION COMMITTEE UNTIL 2023			
	TO RE-ELECT ARIL RESEN AS MEMBER OF THE NOMINATION COMMITTEE UNTIL 2023			
7.	ELECTION OF DIRECTORS OF THE BOARD
	TO RE-ELECT MICHEL SAGEN AS CHAIR OF THE BOARD UNTIL 2023			
	TO ELECT KJELL SKAPPEL AS VICE CHAIR OF THE BOARD UNTIL 2024			
	TO RE-ELECT PER HAUG KOGSTAD AS DIRECTOR OF THE BOARD UNTIL 2023			
	TO RE-ELECT IRENE KRISTIANSEN AS DIRECTOR OF THE BOARD UNTIL 2023			
	TO RE-ELECT MARIANNE WERGELAND JENSSEN AS DIRECTOR OF THE BOARD UNTIL 2024			
	TO ELECT PHILIP AUSTERN AS DIRECTOR OF THE BOARD UNTIL 2024			
	TO ELECT ASTA ELLINGSEN STENHAGEN AS DIRECTOR OF THE BOARD UNTIL 2024			
8.	STATEMENT ON CORPORATE GOVERNANCE PURSUANT TO SECTION 3-3B OF THE NORWEGIAN ACCOUNTING ACT			
9.	REMUNERATION- GUIDELINES AND REPORT FOR SENIOR EXECUTIVES			
10.	GENERAL BOARD AUTHORIZATION TO ISSUE SHARES			
11.	BOARD AUTHORIZATION TO ISSUE SHARES IN CONNECTION WITH EMPLOYEE OPTIONS AND INCENTIVE PROGRAMS			
12.	BOARD AUTHORIZATION TO ACQUIRE TREASURY SHARES			
13.	AMENDMENT TO THE ARTICLES OF ASSOCIATION			