Crayon : Notice of AGM in Crayon Group Holding ASA

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 20, 2022 at 10:00 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 Ole-Andreas Refsnes 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 2021

The annual accounts and Board of Directors' Report for the financial year 2021, 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 2021.

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 2021 are approved."

5. APPROVAL OF REMUNERATION TO THE AUDITOR

Remuneration to the auditor for audit and audit related costs across the Group amounts to NOK 8 041 000. Of this, NOK 2 694 000 is costs for Crayon Group Holding ASA.

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 2 694 000 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)

• • Camilla Magnus

• • Dagfinn Ringås

• • Eivind Roald

• • Grethe Viksaas

• • Jennifer Koss

• • Jens Rugseth

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

• • Rune Syversen (Chairman)

• • Dagfinn Ringås

• • Grethe Viksaas

• • Jennifer Koss

• • Jens Rugseth

In addition, the nomination committee proposes the following two new board members to be elected in order to replace Camilla Magnus and Eivind Roald:

• • Wenche Marie Agerup

• • Jens Winter Moberg

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

7.

ELECTION OF NOMINATION COMMITTEE

The nomination committee presently has the following members:

• • Tor Malmo (Chairman)

• • Ole-Morten Settevik

• • Paul C. Schorr IV

The proposal of the nomination committee is that all members of the nomination committee are re-elected.

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

8.

APPROVAL OF REMUNERATION TO THE MEMBERS OF THE BOARD OF DIRECTORS

For the period from the Annual General Meeting 2022 until the Annual General Meeting 2023 the proposal is:

Board members

• • Chairman of the Board: NOK 700,000

• • Shareholder elected board members: NOK 375,000

• • Employee elected board members: NOK 75,000

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 & Risk Committee

• • Chairman: NOK 80,000

• • Member: NOK 60,000

Members of the Remuneration Committee

• • Chairman: NOK 65,000

• • Member: NOK 45,000

Members of the ESG Committee

• • Chairman: NOK 80,000

• • Member: NOK 60,000

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".

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

9.

APPROVAL OF REMUNERATION TO THE MEMBERS OF THE NOMINATION COMMITTEE

For the period from the Annual General Meeting in 2022 to the Annual General Meeting in 2023, the Nomination Committee's proposal is the following:

• • Chairman: NOK 60,000

• • Member: NOK 40,000

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".

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

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 3-3b 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 pay 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.

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 has established an employee share program for all employees in 2020 and 2022 and is planning to repeat this annually going forward.

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 5 284 319, 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 and until the earlier of the Company's annual general meeting in 2023
and 30 June 2023.
(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 increase 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.

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
807 198, 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 and until the earlier of the Company's annual general meeting in 2023
and 30 June 2023.
(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 increase 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."
13.	AUTHORIZATION TO REPURCHASE TREASURY SHARES

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

Such authorization will 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: