Crayon Group Holding — AGM Information 2025

Apr 11, 2025

To the shareholders of Crayon Group Holding ASA

NOTICE OF

ANNUAL GENERAL MEETING

OF

CRAYON GROUP HOLDING ASA

(Reg. no. 997 602 234)

The Annual General Meeting of Crayon Group Holding ASA (the "Company") will be held virtually on May 7th, 2025, at 10:00am CET.

The meeting will be opened by the Chairman of the Board of Directors, Rune Syversen.

The Board of Directors proposes the following agenda:

1. ELECTION OF CHAIRPERSON FOR THE MEETING

The Board of Directors proposes that the general meeting elects attorney Audon Bondkall to chair the meeting.

2. APPROVAL OF THE NOTICE AND THE AGENDA

3. ELECTION OF A PERSON TO CO-SIGN THE MINUTES

4. APPROVAL OF THE ANNUAL ACCOUNTS AND THE DIRECTORS' REPORT FOR 2024

The annual accounts and Board of Directors' Report for the financial year 2024, together with the Auditor's Report, are made available on the Company's website, www.crayon.com, cf. section 8 of the Articles of Association.

The Board of Directors proposes that no dividend is distributed for 2024.

The Board of Directors proposes that the general meeting adopts the following resolution: "The annual accounts and the Board of Directors' Report for the financial year 2024 are approved."

5. APPROVAL OF REMUNERATION TO THE AUDITOR

Remuneration to the auditor for audit and audit related costs for Crayon Group Holding ASA amounts to NOK to 8,270,628

The Board of Directors proposes that the general meeting adopts the following resolution: "Remuneration to the auditor for audit and audit related costs for Crayon Group Holding ASA in the amount of NOK 8,270,628 is approved."

6. ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS

The board presently has the following members elected by the shareholders:

• Rune Syversen (Chairman)
• Dagfinn Ringås
• Grethe Viksaas
• Arne Frogner
• Jens Rugseth
• Marina Lønning
• Wenche Agerup

The proposal of the nomination committee is that the following board members are re-elected

• Rune Syversen (Chairman)
• Dagfinn Ringås*)
• Grethe Viksaas*)
• Arne Frogner*)
• Jens Rugseth
• Marina Lønning*)
• Wenche Agerup*)

*) External & independent

The complete version of the nomination committee's proposal is made available on the Company's website www.crayon.com, cf section 8 of the Articles of Association.

The Board of Directors proposes that the general meeting adopts the following resolution: "The General Meeting elects the Board of Directors as proposed by the Nomination Committee."

7. ELECTION OF NOMINATION COMMITTEE

The nomination committee presently has the following members:

• Tor Malmo (Chairman)
• Ole-Morten Settevik

The proposal of the nomination committee is that all members of the nomination committee are reelected.

The complete version of the nomination committee's proposal is made available on the Company's website www.crayon.com, cf. section 8 of the Articles of Association.

The Board of Directors proposes that the general meeting adopts the following resolution: "The General Meeting elects the Nomination Committee as proposed."

8. APPROVAL OF REMUNERATION TO THE MEMBERS OF THE BOARD OF DIRECTORS

For the period from the Annual General Meeting 2025 until the Annual General Meeting 2026 the proposal is:

Board members

• Chairman of the Board: NOK 850,000
• Shareholder elected board members: NOK 475,000
• Employee elected board members: NOK 100,000

In addition, the board members serving on sub-committees of the Board of Directors shall be entitled to the following compensation:

Members of the Audit & ESG Committee

• Chairman: NOK 95,000
• Member: NOK 70,000

Members of the Remuneration Committee

• Chairman: NOK 75,000
• Member: NOK 48,000

The complete version of the nomination committee's proposal is made available on the Company's website www.crayon.com, cf. section 8 of the Articles of Association.

The Board of Directors proposes that the general meeting adopts the following resolution: "The proposal for remuneration to the members and committees of the Board of Directors, is approved".

9. APPROVAL OF REMUNERATION TO THE MEMBERS OF THE NOMINATION COMMITTEE

For the period from the Annual General Meeting in 2025 to the Annual General Meeting in 2026, the Nomination Committee's proposal is the following:

• Chairman: NOK 75,000
• Member: NOK 48,000

The complete version of the nomination committee's proposal is made available on the Company's website www.crayon.com, cf. section 8 of the Articles of Association.

The Board of Directors proposes that the general meeting adopts the following resolution: "The proposal for remuneration to the members of the Nomination Committee, is approved".

10. STATEMENT ON THE COMPANY'S CORPORATE GOVERNANCE

Pursuant to Section 5-6 (5) of the Norwegian Public Limited Companies Act, the general meeting shall consider the statement on corporate governance prepared in accordance with Section 2-9 of the Norwegian Accounting Act. The statement is included in the Annual Report, which is made available on the Company's website, www.crayon.com, cf. section 8 of the Articles of Association.

The statement is not subject to the general meeting's vote.

11. THE BOARD OF DIRECTORS' REMUNERATION REPORT FOR EXECUTIVE PERSONNEL

The Board's report on salary and other remuneration of executive personnel pursuant to Section 6- 16b of the Public Limited Liability Companies Act is provided in the Remuneration Report, which is made available on the Company's website, www.crayon.com, cf. section 8 of the Articles of Association.

The general meeting shall hold an advisory vote on the report.

The Board of Directors proposes that the general meeting in an advisory vote, adopts the following resolution:

"The general meeting approves the Board's Remuneration Report for executive personnel through an advisory vote."

12. GUIDELINES ON THE STIPULATION OF REMUNERATION FOR EXECUTIVE MANAGEMENT

In accordance with the Section 6-16a of the Public Limited Liability Companies Act, the Board must present guidelines on the remuneration of executive personnel to the General Meeting for a decision. The guidelines are included in Note 21 in the annual report made available on the Company's website.

The Board of Directors proposes that the general meeting adopts the following resolution: "The proposal for Guidelines of the Stipulation of Remuneration for Executive Management is approved".

13. AUTHORIZATIONS TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL

A. Board authorization for share capital increases in connection with the Company's incentive schemes

In 2017, the Board decided on an option program and share program for employees, which was extended in 2020 with a performance-based scheme for awarding options based on strategic and financial targets for 2020. The details of these programs are included in the Annual Report available on the Company's website.

In addition, the board established an employee share purchase plan (ESPP) for all employees that is offered on an annual basis.

To facilitate the Company's ability to issue new shares pursuant to the Company's share incentive program, the Board of Directors should be authorized to increase the share capital.

As the authorization shall be used to issue shares as part of share incentive schemes, it is proposed that the authorization also provides the Board of Directors with the right to deviate from the shareholders' preferential right to subscribe for and be allotted new shares.

The Board of Directors proposes that the general meeting resolves the following:

(i) "Pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act the Board is granted an authorization to increase the Company's share capital with up to NOK 5,374,495 provided however that the authorization cannot be used for an amount in excess of 6% of the Company's share capital.

• (ii) The authorization is valid from the time of registration with the Norwegian Register of Business Enterprises until the earlier of the Company's annual general meeting in 2026 or 30 June 2026.
• (iii) The shareholders' preferential right pursuant to section 10-4 of the Norwegian Public Limited Liability Companies Act may be deviated from, cf. section 10-5.
• (iv) The authorization does not cover capital increases against non-cash contributions, including capital increases by way of set-off, cf. section 10-2 of the Norwegian Public Limited Liability Companies Act.
• (v) The authorization does not cover capital increases in connection with mergers pursuant to section 13-5 of the Norwegian Public Limited Liability Companies Act."

B. Board authorizations for share capital increases in connection with acquisitions, etc.

To facilitate the Company's ability to issue new shares in connection with acquisitions and to raise new equity, the Board of Directors should be authorized to increase the share capital by an amount equal to up to 10% of the share capital.

As the authorization may be used to issue shares as consideration in acquisitions or potentially in private placements of shares in situations where the Board of Directors considers this to be in the Company's best interest, it is proposed that the authorization also provides the Board of Directors with the right to deviate from the shareholders' preferential right to subscribe for and be allotted new shares.

The Board of Directors proposes that the general meeting resolves the following:

• (i) "Pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act the Board is granted an authorization to increase the Company's share capital with up to NOK 8,957,492, provided however that the authorization cannot be used for an amount in excess of 10% of the Company's share capital.
• (ii) The authorization is valid from the time of registration with the Norwegian Register of Business Enterprises until the earlier of the Company's annual general meeting in 2026 or 30 June 2026.
• (iii) The shareholders' preemptive rights pursuant to section 10-4 of the Norwegian Public Limited Liability Companies Act may be deviated from, cf. section 10-5.
• (iv) The authorization covers capital increases against non-cash contributions, including capital increases by way of set-off, cf. section 10-2 of the Norwegian Public Limited Liability Companies Act.
• (v) The authorization covers capital increases in connection with mergers pursuant to section 13- 5 of the Norwegian Public Limited Liability Companies Act."

14. AUTHORIZATION TO REPURCHASE TREASURY SHARES

The Board of Directors is of the view that the board should be authorized to acquire shares in the Company.

Such authorization may be used by the Board of Directors to optimize the Company's capital structure. Furthermore, the authorization will enable the Company to make use of treasury shares in connection with the share incentive program mentioned above and may, either in whole or in parts, be used as consideration in connection with the acquisition activities.

The Board of Directors proposes that they are granted an authorization to acquire treasury shares within a total nominal value corresponding to maximum 10% of the Company's share capital. The Board of Directors proposes that the general meeting grants the following authorization:

• (i) "In accordance with section 9-4 of the Norwegian Public Limited Liability Companies Act, the Board of Directors is granted an authorization to, on behalf of the Company, repurchase treasury shares with a total nominal value of NOK 8,957,492 corresponding to 10 % of the Company's share capital.
• (ii) The maximum amount to be paid per share is NOK 250 and the minimum is NOK 1.
• (iii) The Board of Directors is authorized to repurchase and sell treasury shares at it deems appropriate, provided that the acquisition of shares is not done by way of subscription.
• (iv) The authorization is valid from the time of registration with the Norwegian Register of Business Enterprises until the earlier of the Company's annual general meeting in 2026 or 30 June 2026.
• (v) Treasury shares repurchased under this authorization may either be used to fulfill the Company's obligations in relation to acquisitions, incentive arrangements for employees, fulfilment of earn-out arrangements, be sold to strengthen the Company's equity or be deleted."

* * *

Shareholders are entitled to attend the general meeting, either in person or by proxy of their own choosing. The final date for the registration is two days prior to the general meeting, i.e., May 5th , 2025, at 4:00pm (CET), cf. section 8 of the Articles of Association. Registration is made electronically through the Company's homepage www.crayon.com or VPS Investor Services, or by sending the registration form to DNB Bank ASA, Verdipapirservice.

Shareholders wishing to be represented and to vote by proxy at the general meeting may submit a proxy authorization digitally through VPS Investor Services or by regular mail to DNB Bank ASA, Verdipapirservice by the due date for registration as stated above. Shareholders may appoint proxies with voting instructions.

Shareholders are entitled to vote prior to the general meeting before May 5th , 2025, at 4:00pm (CET). The voting can be done digitally on the company's homepage www.crayon.com or through VPS Investor Services, cf. section 8 of the Articles of Association.

According to Section 5-2 (1) of the Norwegian Public Limited Liability Companies Act, the right to participate and vote at general meetings of the Company, may only be exercised for those who are shareholders on the fifth business day prior to the General Meeting, i.e. April 29th , 2025 (the "Record Date").

According to Section 1-8 of the Norwegian Public Limited Liability Companies Act, as well as regulations on intermediaries covered by Section 4-5 of the Norwegian Act on Central Securities Depositories and Securities Settlement etc. and related implementing regulations, the notice is sent to custodians who pass it on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who are responsible for conveying notices of attendance, proxies or voting instructions. Custodians must according to Section 5-3 of the Norwegian Public Limited Liability Companies Act register this with the company no later than two business days before the general meeting, i.e. no later than May 5 th , 2025, at 4:00pm (CET).

Crayon Group Holding ASA is a public limited liability company subject to the provisions of the Norwegian Public Limited Companies Act. The Company has issued 89,574,924 shares, and each share carries one vote at the general meeting. The Company owns 186,242 treasury shares on the date the notice of the annual general meeting was issued. Shareholders are entitled to vote for the number of shares that they each own on the Record Date. Shareholders may bring advisors and give one advisor the right to speak.

Shareholders may suggest resolutions for the items on the agenda and may ask that the Board members and the general manager provide the necessary information on matters that may affect the evaluation of the adoption of the accounts and the Annual Report, items that have been presented to the shareholders for decision, the financial position of the Company and other items up for consideration by the general meeting. This does not apply if the information required cannot be provided without disproportionate harm to the Company, cf. Section 5-15 of the Norwegian Public Limited Liability Companies Act.

On the basis of section 8 of the Articles of Association, the Board of Directors has decided that documents to be considered at the general meeting will not be distributed together with this notice, but rather made available on the Company's website, www.crayon.com. This includes documents that pursuant to the Norwegian Public Limited Companies Act are to be enclosed with the notice of a general meeting. Shareholders are entitled to have the documents sent them free of charge, upon contacting the Company.

Questions regarding the notice, the mailing of documents etc. can be directed to Crayon Group Holding ASA by Head of IR, Kjell Arne Hansen.

Oslo, April 10, 2025

---

Rune Syversen Chairman of the Board of Directors

Appendix:

1. Advanced voting and proxy form

Ref no: PIN - code:

Notice of General Meeting

General Meeting in Crayon Group Holding ASA will be held on 7th May 2025 at 10:00 as a virtual meeting.

The shareholder is registered with the following amount of shares at summons: ___________________ and vote for the number of shares registered in Euronext per Record date 29th April 2025

The deadline for electronic registration of advance votes, proxy of and instructions is 5th May 2025 4:00pm CET.

Electronic registration

Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".

Step 1 – Register during the enrollment/registration period:

• Either through the company's website www.crayon.com using a reference number and PIN code (for those of you who receive the notice by post-service), or
• Log in through VPS Investor services; available athttps://investor.vps.no/garm/auth/login or through own account keeper (bank/broker). Once logged in - choose Corporate Actions – General Meeting – ISIN

You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:

"Enroll" - There is no need for registration for online participation, enrollment is not mandatory "Advance vote" - If you would like to vote in advance of the meeting

"Delegate Proxy" - Give proxy to the chair of the Board of Directors or another person

"Close" - Press this if you do not wish to register

Step 2 – The general meeting day:

Online participation: Please login through https://dnb.lumiagm.com/129905521You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm).

If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.

Ref no: PIN - code:

Form for submission by post or e-mail for shareholders who cannot register their elections electronically.

The signed form can be sent as an attachment in an e-mail* to genf@dnb.no (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than may 5 th 2025 at 4:00 pm (CET) If the shareholder is a company, the signature must be in accordance with the company certificate.

*Will be unsecured unless the sender himself secure the e-mail.

_______________________________________________ shares would like to be represented at the general meeting in Crayon Group Holding ASA as follows (mark off):

☐ Open proxy for the Board of Directors or the person he or she authorizes (do not mark the items below)

___________________________________________________________________

• ☐ Proxy of attorney with instructions to the Board of directors or the person he or she authorizes (mark "For", "Against" or "Abstein" on the individual items below)
• ☐ Advance votes («For», «Against» or «Abstain» on the individual items below)
• ☐ Open proxy to (do not mark items below agree directly with your proxy solicitor if you wish to give instructions on how to vote)

(enter the proxy solicitors name in the block letters)

Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm) for login details.

Voting must take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy determines the voting.

Agenda for the General Meeting may 7th 2025	For	Against	Abstain
1: Election of chairperson for the meeting	o	o	o
2: Approval of the notice and the agenda	o	o	o
3: Election of a person to co-sign the minutes	o	o	o
4: Approval of the annual accounts and directors report for 2024	o	o	o
5: Approval of the remuneration to the auditor	o	o	o
6: Election of auditor	o	o	o
7: Election of members to Board of Directors
7.1 Rune Syversen – Chairman	o	o	o
7.2 Jens Rugseth	o	o	o
7.3 Dagfinn Ringås	o	o	o
7.4 Grethe Helene Viksaas	o	o	o
7.5 Wenche Marie Agerup	o	o	o
7.6 Arne Frogner	o	o	o
7.7 Marina Lønning	o	o	o
8: Election of the Nomination Committee
8.1 Tor Malmø (chairman)	o	o	o
8.2 Ole-Morten Settevik	o	o	o
9: Approval of the remuneration to the members of the Board of Directors	o	o	o
10: Approval of remuneration to the members of the Nomination Committee	o	o	o
11: Statement on the company's corporate governance	o	o	o
12: The Board of Directors remuneration report for Executive personnel	o	o	o
13: Guidelines on the stipulation of remuneration for Executive management	o	o	o
14: Authorization to the Board of Directors to increase the share capital	o	o	o
15: Authorization to repurchase treasury shares	o	o	o

The form must be dated and signed