Craneware : Notice of AGM & Related Documents 2022

PUBLIC COMPANY LIMITED BY SHARES NOTICE OFANNUALGENERAL MEETING of

Craneware plc (the "Company")

(Registered in Scotland under company number SC196331)

dated 14 October2022

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at the offices of Craneware plc, 1 Tanfield, Edinburgh, EH3 5DA, UK, on Tuesday 15 November 2022, at 10am, for the following purposes:

ORDINARY RESOLUTIONS

To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:

1. To receive and consider the audited consolidated accounts of the Company and its subsidiaries for the financial year ended 30 June 2022 together with the Directors' Report and the Auditors' Report on those accounts.
2. To approve the Directors' Remuneration Report for the financial year ended 30 June 2022.
3. To re-appoint William Whitehorn, who wishes to retire and, being eligible, offers himself for reappointment, as a director of the Company.
4. To re-appoint Keith Neilson, who wishes to retire and, being eligible, offers himself for reappointment, as a director of the Company.
5. To re-appoint Craig Preston, who wishes to retire and, being eligible, offers himself for reappointment, as a director of the Company.
6. To re-appointIsabel Urquhart, who was appointed since the last annual general meeting and therefore holds office only until this Annual General Meeting but, being eligible, offers herself for reappointment, as a director of the Company.
7. To re-appoint Colleen Blye, who wishes to retire and, being eligible, offers herself for reappointment, as a director of the Company.
8. To re-appoint Russ Rudish, who wishes to retire and, being eligible, offers himself for reappointment, as a director of the Company.
9. To re-appoint Alistair Erskine, who wishes to retire and, being eligible, offers himself for reappointment, as a director of the Company.
10. To re-appoint David Kemp, who wishes to retire and, being eligible, offers himself for reappointment, as a director of the Company.
11. To declare a final dividend for the year ended 30 June 2022 of 15.5 pence per share (giving a total dividend for the year ended 30 June 2022 of 28.0 pence per share) payable on 16 December 2022 to shareholders registered at the close of business on 25 November 2022, such dividend to be payable in US dollars at the election of each such shareholder and at the exchange rate to be determined by the Company on 25 November 2022.
12. To re-appoint PricewaterhouseCoopers LLP as auditors to hold office from the conclusion of the Annual General Meeting to the conclusion of the next meeting at which accounts are laid before the Company and to authorise the directors to fix their remuneration.

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13. THAT the directors of the Company are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:

1. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £236,947.79 (including within such limit any shares issued or rights granted under paragraph (b) below) in connection with an offer by way of rights issue:
2. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings;
   2. to the holders of other equity securities as required by the rights of those securities or as the directors

otherwise consider necessary,

and subject to such exclusions or other arrangements as the directors consider expedient in relation to fractional entitlements, legal, regulatory or practical problems under the laws of, or the requirements of any regulatory body or stock exchange in, any territory, or any other matter; and

1. in any other case up to an aggregate nominal amount of £118,473.90 (such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in paragraph (a) above in excess of £118,473.90),

provided that such authority, unless renewed, varied or revoked by the Company, shall expire on 31 December 2023 or, if earlier, at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

This resolution revokes and replaces all unexercised authorities previously granted to the directors to allot shares in the Company and to grant rights to subscribe for, or to convert any security into shares in the Company but is without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

14. THAT:

1. the Craneware plc Long Term Incentive Plan (2022) (the "New LTIP"), constituted by the rules produced to the meeting and signed by a director of the Company for the purposes of identification (the principal terms of which are summarised in the appendix to this notice) (the "New LTIP Rules") be and is approved and the directors be and are authorised to adopt the New LTIP Rules, subject to such modifications as the directors may consider necessary or desirable to take account of the requirements of best practice, and to do all acts and things necessary or desirable to implement and operate the New LTIP; and
2. the directors be and are authorised to establish further plans based on the New LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the New LTIP.

SPECIAL RESOLUTIONS

To consider and, if thought fit, to pass the following resolutions as special resolutions:

15. THAT, if resolution 13 is passed, the directors of the Company are generally and unconditionally authorised pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

1. to the allotment of equity securities in connection with an issue in favour of holders of ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") where the equity securities are offered to such holders in proportion (as nearly as may be practicable) to the respective number of Ordinary Shares held, or deemed to be held, by each such holder but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory; and
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £17,771.08,

such authority to expire on 31 December 2023 or, if earlier, at the conclusion of the next Annual General Meeting of the Company but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors of the Company may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

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16. THAT, if resolution 13 is passed, the directors of the Company are generally and unconditionally authorised, in addition to any authority granted under resolution 15 above, to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by resolution 13 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £17,771.08; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the board of directors of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire on 31 December 2023 or, if earlier, at the conclusion of the next Annual General Meeting of the Company but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors of the Company may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

17. THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 1 pence each in the Company provided that:-

1. the maximum number of ordinary shares which may be purchased is 3,554,217 (representing 10 per cent of the Company's issued ordinary share capital as at the latest practicable date prior to the printing of the Notice of Annual General Meeting of which this resolution forms part);
2. the minimum price (exclusive of expenses) which may be paid for each ordinary share is an amount equal to
3. 1. pence;
4. the maximum price (exclusive of expenses) which may be paid for each ordinary share is an amount equal to
5. 1. per cent of the average of the middle market quotations of an ordinary share of the Company taken from the AIM supplement of the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is contracted to be purchased;
6. this authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) on 31 December 2023 or, if earlier, at the conclusion of the next Annual General Meeting of the Company to be held in 2023; and
7. the Company may, before such expiry, enter into one or more contracts to purchase ordinary shares under which such purchases may be completed or executed wholly or partly after the expiry of this authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts.

By Order of The Board

Craig Preston

Secretary

Registered Office of the Company:

1 Tanfield, Edinburgh, EH3 5DA, UK.

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Notes:

Appointment of Proxy

1. As a member of the Company, at the time set out in note 3, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a meeting of the Company. You should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in the notes to the proxy form.
2. To be effective, the proxy form, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be sent to PXS, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, UK not less than 48 hours (excluding days that are not business days) before the time for holding the meeting (i.e. before 10am on 11 November 2022), and if not so deposited shall be invalid. Alternatively, you may appoint a proxy and submit a proxy vote for this meeting online at www.signalshares.com. For your vote to be valid, please ensure that it is received no later than 10am on 11 November 2022.

Entitlement to attend and vote

3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered in the Company's register of members at:

1. 5.00pm on Friday 11 November 2022; or
2. if this Meeting is adjourned, at close of business on the day two days prior to the adjourned meeting, are entitled to attend and vote at the Meeting.

CREST

4. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and at any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a"CREST Proxy Instruction") must be properly authenticated in accordance with EuroClear UK & Ireland Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by Link Group ("ID RA10") not less than 48 hours (excluding days that are not business days) before the time fixed for the AGM (i.e. before 10am on 11 November 2022). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which ID RA10 is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

CREST Members and, where applicable, their CREST sponsors or voting service provider(s) should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s)), to procure that his CREST sponsor or voting service provider(s) take(s) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this regard, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid, a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations 2001.

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Information

5. The information required to be published by s.311(A) of the Companies Act 2006 (information about the contents of this notice and numbers of shares in the Company and voting rights exercisable at the meeting and details of any members' statements, members' resolutions and members' items of business received after the date of this notice) may be found at www.thecranewaregroup.com

Documents on display

6. A copy of the draft rules of the New LTIP will be available for inspection at the Registered Office during normal business hours on weekdays from the date of this notice until the time of the Annual General Meeting, and will also be available at the place of the Annual General Meeting from at least 15 minutes prior to the meeting and until the conclusion of the meeting.

Communication

7. Except as provided above, members who wish to communicate with the Company in relation to the Meeting should do so using by writing to the Company Secretary at the address set out below. No other methods of communication will be accepted.

Address:

Company Secretary

Craneware plc

1 Tanfield,

Edinburgh, EH3 5DA, UK.

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