Craneware : Notice of AGM & Related Documents 2021

Craneware plc (the "Company")

(Registered in Scotland under company number SC196331)

FORM OF PROXY

Before completing this form, please read the Explanatory Notes.

You may appoint a proxy and submit your proxy vote at

www.signalshares.com instead of using this form.

Form of Proxy for use by members of Craneware plc (the "Company") at the Annual General Meeting (AGM) to be held at The Royal Scots Club, 29 - 31 Abercromby Place, Edinburgh, EH3 6QE, UK, on 16 November 2021, at 10am.

FORM OF PROXY

Craneware plc - Annual General Meeting

I/We, (print your name(s)):

being a member of the Company appoint the Chairman of the meeting or (see note 2)

as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held on 16 November 2021 at 10am and at any adjournment thereof.

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is properly put before the meeting.

Please tick here if this proxy appointment is one of multiple appointments being made.

ORDINARY RESOLUTIONS

Please mark 'X' to indicate how you wish to vote

For

Against

Vote withheld

Number of Shares in respect of which proxy appointed (see note 5)

1. To receive and consider the Company's 2021 annual accounts and the Directors' and Auditors' reports
2. To approve the Directors' Remuneration Report
3. To re-appoint William Whitehorn as a Director
4. To re-appoint Keith Neilson as a Director
5. To re-appoint Craig Preston as a Director

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ORDINARY RESOLUTIONS (cont'd)

Please mark 'X' to indicate how you wish to vote

For

Against

Vote withheld

Number of Shares in respect of which proxy appointed (see note 5)

1. 1. To re-appoint Colleen Blye as a Director
   2. To re-appoint Russ Rudish as a Director
   3. To re-appoint Alistair Erskine as a Director
   4. To re-appoint David Kemp as a Director
2. To declare a final dividend of 15.5 pence per share, giving a total dividend for the year of 27.5 pence per share
3. To re-appoint PricewaterhouseCoopers LLP as the auditors of the Company and to authorise the directors to fix their remuneration
4. 1. To authorise the directors to allot unissued ordinary shares

SPECIAL RESOLUTIONS

Please mark 'X' to indicate how you wish to vote

1. To disapply pre-emption rights in respect of certain allotments
2. To disapply pre-emption rights in respect of certain allotments in relation to acquisitions or other capital investments
3. To authorise the Company to be able to buy back up to 10% of its own issued share capital from shareholders

Signature:		Date:

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Explanatory Notes:

1. Entitlement to Appoint a Proxy: As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
2. Identity of Proxy: A proxy does not need to be a member of the Company but must attend the meeting to represent you. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. To appoint as your proxy a person other than the Chairman of the meeting, insert his/her full name in the box. However, as explained in the Notice of Annual General Meeting, with continued uncertainty around the COVID-19pandemic and restrictions and / or potential restrictions to in-personmeetings, the Board strongly encourages shareholders / proxies for shareholders to consider carefully whether it is appropriate for them to travel to and attend the AGM in person this year. Therefore, all shareholders are encouraged and requested to register their vote in advance of the meeting by appointing the Chairman of the AGM as their proxy.
3. Appointment of Proxy via CREST: Crest members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. In order for a proxy appointment or instruction made using CREST service to be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must be transmitted so as to be received by Link Group (ID RA 10) not less than 48 hours (excluding days that are not business days) before the time fixed for the AGM (i.e. before 10am on 12 November 2021). Please refer to the notes of the notice of the meeting for further information on proxy appointments through CREST.
4. Attendance by member at meeting: Submission of a form of proxy would not ordinarily preclude you from attending the meeting and voting in person. Ordinarily, if a member has appointed a proxy but wishes to attend the meeting in person, the member will be permitted to do so and the proxy appointment will automatically be terminated. However, as explained in the Notice of Annual General Meeting, with continued uncertainty around the COVID-19pandemic and restrictions and / or potential restrictions to in-personmeetings, the Board strongly encourages shareholders / proxies for shareholders to consider carefully whether it is appropriate for them to travel to and attend the AGM in person this year. Therefore, all shareholders are encouraged and requested to register their vote in advance of the meeting by appointing the Chairman of the AGM as their proxy.
5. Appointment of multiple proxies: A member is entitled to appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. If you wish to appoint more than one proxy, please photocopy this form and insert in each form the number of shares in respect of which that proxy is appointed. However, as explained in the Notice of Annual General Meeting, with continued uncertainty around the COVID-19pandemic and restrictions and / or potential restrictions to in-personmeetings, the Board strongly encourages shareholders / proxies for shareholders to consider carefully whether it is appropriate for them to travel to and attend the AGM in person this year. Therefore, all shareholders are encouraged and requested to register their vote in advance of the meeting by appointing the Chairman of the AGM as their proxy.
6. Directions on how to vote: To direct your proxy how to vote on the resolutions, mark the appropriate box with an
   'X'. To abstain from voting on a resolution, select the relevant "Vote withheld" box. A vote withheld is not a vote in law which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
7. Joint Holders: In the case of joint holders any one may sign this proxy form, but the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. Seniority is determined by the order in which the names stand in the Register of Members (the first-named being the most senior). In the case of a member which is a company, this proxy must be signed by two directors or given under the hand of an officer or attorney duly authorised.
8. Return of proxy to the Company: To be valid this proxy together with any power of attorney or other authority (if any) under which it has been signed must be completed and signed and must be received by 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 appointed for the meeting (i.e. before 10am on 12 November 2021).
9. Terminationof Proxy'sAuthority:You may terminate the authority of any person appointed to act as your proxy by sending written notice to PXS, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, UK, to that effect which must be received before the commencement of the meeting.
10. Submission of more than one valid proxy appointment: If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
11. Appointment of Proxy online: You may appoint a proxy and submit your proxy vote online at www.signalshares.com instead of using this form. For your vote to be valid, please ensure that it is received no later than 10am on 12 November 2021.

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PUBLIC COMPANY LIMITED BY SHARES NOTICE OFANNUALGENERAL MEETING of

Craneware plc (the "Company")

(Registered in Scotland under company number SC196331)

dated 18 October2021

IMPORTANT INFORMATION: MEETING ARRANGEMENTS DUE TO COVID-19 PANDEMIC AND RELATED REGULATIONS AND GUIDANCE IN RELATION TO SOCIAL DISTANCING AND PUBLIC GATHERINGS

Your Company's board of directors (the "Board") continues to monitor closely the current COVID-19 situation, including the related social distancing requirements, public health guidance and legislation issued by both the UK and Scottish Governments. With continued uncertainty around the COVID-19pandemic and restrictions and

• or potential restrictions to in-person meetings, the Board strongly encourages shareholders / proxies for shareholders to consider carefully whether it is appropriate for them to travel to and attend the AGM in person this year. If your intention is to attend the AGM in person (subject to any restrictions which may apply at the date of the AGM), the Board kindly requests that you pre-register your intention to attend in accordance with the instructions set out below.

Please note that the following information is accurate as at the date of this Notice. Any changes to these arrangements will be announced via Regulatory News Service (RNS) and communicated on the Company's website (www.craneware.com). All shareholders are therefore encouraged to monitor the Company's website for the most up to date information.

An explanation of the business to be considered at the AGM is in the Explanatory Notes section of this document.

Pre-registration of intent to attend the AGM

To the extent shareholders or their proxies wish to attend in person and can do so safely and in accordance with the prevailing government guidance at the date of the meeting, the Board kindly requests that shareholders pre- register their intentions to attend by emailing [e-mail] by no later than 5pm on 9 November 2021. Please include your full name and Investor Code (IVC) in the email. Your IVC can be found on your share certificate and Signal Shares (www.signalshares.com) users can find this on their account. In order to ensure that the space for the meeting is safe, some additional measures may need to be applied at the AGM (for example: social distancing, face coverings) and in-person attendance is subject to venue capacity constraints.

Voting arrangements

All of the voting in respect of the resolutions to be proposed at the AGM will be conducted by way of poll votes (rather than votes being conducted on a show of hands). Shareholders are strongly encouraged to participate in the AGM by voting by proxy ahead of the meeting and, given the ongoing uncertainty around pandemic restrictions, we recommend that all shareholders appoint the Chair of the meeting as their proxy.

A form of proxy for use at the meeting accompanies this Notice. To be valid, the proxy form must be completed and sent to Link Group in accordance with notes 1 and 2 appended to this Notice. 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 12 November 2021.

In order to provide shareholders with an opportunity to ask questions, as they would normally be entitled to do at the AGM, shareholders are invited to submit to the Directors any questions they would otherwise have raised at the AGM, in advance of the meeting via email to [e-mail] by no later than 10am on Friday 12 November 2021. Responses to the questions will be provided following the conclusion of the Annual General Meeting.

Craneware plc | Notice of AGM

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NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at The Royal Scots Club, 29 - 31 Abercromby Place, Edinburgh, EH3 6QE, UK, on Tuesday 16 November 2021, 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. 1. To receive and consider the audited consolidated accounts of the Company and its subsidiaries for the financial year ended 30 June 2021 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 2021.
   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-appoint Colleen Blye, who wishes to retire and, being eligible, offers herself for reappointment, as a director of the Company.
   7. To re-appoint Russ Rudish, who wishes to retire and, being eligible, offers himself for reappointment, as a director of the Company.
   8. To re-appoint Alistair Erskine, who wishes to retire and, being eligible, offers himself for reappointment, as a director of the Company.
   9. To re-appoint David Kemp, who wishes to retire and, being eligible, offers himself for reappointment, as a director of the Company.
2. To declare a final dividend for the year ended 30 June 2021 of 15.5 pence per share (giving a total dividend for the year ended 30 June 2021 of 27.5 pence per share) payable on 21 December 2021 to shareholders registered at the close of business on 26 November 2021 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 26 November 2021.
3. 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.
4. 1. 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:
   2. 1. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £236,843.59 (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 £118,421.80 (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 £118,421.80),

provided that such authority, unless renewed, varied or revoked by the Company, shall expire on 31 December 2022 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.

Craneware plc | Notice of AGM

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