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Ocean Sun

AGM Information Jun 4, 2024

3698_rns_2024-06-04_57e22cb2-a773-426b-b2c8-d30aa45a48be.pdf

AGM Information

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MINUTES OF ANNUAL GENERAL MEETING IN OCEAN SUN AS (Reg. No. 917 619 751)

On Tuesday 4 June 2024 at 10:00 (CEST) the Annual General Meeting of Ocean Sun AS was held at Vollsveien 4, 1366 Lysaker, Norway

1. OPENING OF THE MEETING AND REGISTRATION OF ATTENDING SHAREHOLDERS AND PROXIES

The chairperson of the board, May Kristin Salberg, declared the general meeting open.

The record regarding attendance by the shareholders showed that 33,516,394 of the company's total of 44,986,200 shares were represented, including by way of prior electronically voting and proxy votes. Thus, 74.5% of the total share capital participated in the general meeting. The list of participating shareholders and the voting results for the agenda items are enclosed to these minutes as appendix 1.

2. ELECTION OF THE CHAIRPERSON OF THE MEETING AND AT LEAST ONE PERSON TO SIGN THE MINUTES TOGETHER WITH THE CHAIRPERSON

The general meeting adopted the following resolution:

Chair of the Board, May Kristin Salberg is elected as chairperson of the meeting, Kristian Tørvold is appointed to sign the minutes of meeting together with the chairman.

3. APPROVAL OF THE NOTICE OF THE MEETING AND THE AGENDA

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:

The notice of the meeting and the agenda are approved.

4. APPROVAL OF THE ANNUAL ACCOUNTS AND BOARD REPORT FOR THE FINANCIAL YEAR 2023

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:

"The Company's annual accounts and annual report, for the financial year 2023 are approved, including the Board's proposal not to distribute dividends for the financial year 2023."

5. APPROVAL OF THE AUDITOR'S FEE

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:

The general meeting approves the auditor's remuneration in accordance with invoice for audit and audit related services for the financial year 2023.

6. ELECTION OF BOARD MEMBERS

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:

I. May Kristin Salberg is re-elected as Chair of the Board for a period of one year.

Office Translation This translation is for information purposes only. Legal authenticity remains with the original document in Norwegian

II. Kristin Åbyholm is re-elected as a member of the Board for a period of one year.

III. Tron Engebrethsen is elected as a member of the Board for a period of one year.

IV. Trond Moengen is elected as a member of the Board for a period of one year.

The board shall thereafter consist of:

  • May Kristin Salberg (chairperson)
  • Kristin Åbyholm
  • Tron Engebrethsen
  • Trond Moengen.

7. APPROVAL OF REMUNERATION OF THE MEMBERS OF THE BOARD

Based on the proposal from the Board of Directors, the general meeting adopted the following revised resolution:

The members of the Board of Directors shall receive the following remuneration:

For the period from the annual general meeting in 2024 to the annual general meeting in 2025:

  • Chairperson of the board of directors: NOK 195 000.
  • All other board members: NOK 140 000 each.

The general meeting adopted the resolution based on a revised proposal presented and voted on in the meeting.

8. BOARD AUTHORISATION TO INCREASE THE SHARE CAPITAL

Based on the proposal from the Board of Directors, the general meeting adopted the following resolution:

The Board is granted authorization to increase the share capital with up to NOK 44,986.20 through one or several share capital increases.

The authorization may be used for the following purposes:

  • (i) To strengthen the Company's balance sheet and for general corporate purposes,
  • (ii) In connection with investments, mergers and acquisitions,

The Board decides the other terms and conditions for the share capital increase. Shares may be issued in exchange for cash settlement or contribution in kind, including in connection with mergers, and the authorization gives the right to incur specific obligations on behalf of the Company, cf. section 10-2 of the Norwegian Private Limited Companies Act.

The existing shareholders' preferential rights to subscribe for shares may be waived by the Board in connection with the effectuation of this authorization.

This authorization is valid from the time of registration with the Norwegian Register of Business Enterprises and expires at the annual general meeting in 2025 but shall in any event expire at the latest on 30 June 2025.

The Board is at the same time given authorization to make the necessary amendments to the articles of association on execution of the authorization.

9. BOARD AUTHORISATION TO INCREASE THE SHARE CAPITAL - OPTION PROGRAM

Based on the proposal from the Board of Directors, the general meeting adopted the following revised resolution:

The Board is granted authorization to increase the share capital with up to NOK 17,994.48 through one or several share capital increases.

The authorization may be used in connection with the share-based option program for employees.

The Board decides the other terms and conditions for the share capital increase. Shares may be issued in exchange for cash settlement or contribution in kind, including in connection with mergers, and the authorization gives the right to incur specific obligations on behalf of the Company, cf. section 10-2 of the Norwegian Private Limited Companies Act.

The existing shareholders' preferential rights to subscribe for shares may be waived by the Board in connection with the effectuation of this authorization.

This authorization is valid from the time of registration with the Norwegian Register of Business Enterprises and expires at the annual general meeting in 2025 but shall in any event expire at the latest on 30 June 2025.

The Board is at the same time given authorization to make the necessary amendments to the articles of association on execution of the authorization.

The general meeting adopted the resolution based on a revised proposal presented and voted on in the meeting.

***

There were no more items on the agenda and the general meeting was adjourned.

Lysaker, June 4, 2024

________________________ ________________________

May Kristin Salberg Kristian Tørvold

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