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EAM Solar

AGM Information May 22, 2023

3583_rns_2023-05-22_2b13aecb-4c73-407d-a108-26408203b887.pdf

AGM Information

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EAM SOLAR ASA Bryggetorget 7 N-0250 Oslo, NORWAY [email protected] www.eamsolar.no

EAM Solar ASA Minutes from the Annual General Meeting 2023

The Annual General Meeting in EAM Solar ASA, org.no. 996 411 265, was held on Monday the 22nd of May 2023, at 15:00 CET at the Company's offices, Bryggetorget 7, Oslo.

Member of the Board of Directors, Stephan L. Jervell, opened the meeting.

Record of attending shareholders:

Before the opening of the meeting the record of attending shareholders where made. The attending shareholders overview can be seen in the matrix below. Based on the number of attending shareholders the annual general meeting is empowered to conduct and decide on all proposals made by the Board of Directors and the Nomination Committee.

Overview Shares % Share holders
Total shares 6 852 210 100,000% 1 827
Voting shares 2 488 225 36,313% 6
Non-voting shares 4 363 985 63,687% 1 821
Shares present 0 0,000% 0
Shares present by proxy 2 488 225 36,313% 6
Shareholders not present 4 363 985 63,687% 1 821

Agenda:

1. Opening of the meeting

Stephan L. Jervell opened the meeting.

2. Election of a chairperson and a person to co-sign the minutes

Stephan L. Jervell was elected as chairperson for the meeting. Viktor E Jakobsen was elected to co-sign the minutes.

3. Approval of the notice and the agenda

The notice and the agenda were approved.

4. Approval of the annual accounts and directors' report of EAM Solar ASA and the EAM Solar ASA group for 2022, including allocation of the result of 2022 as well as consideration of the statement on corporate governance and ESG

The Annual accounts including Director's report, allocation of results and the statement of corporate governance and ESG were approved.

5. Approval of the remuneration of the Company's auditor

The Annual General Meeting passed the following resolution:

The auditor's fees for 2022, as set out in the notes to consolidated financial statements included in the annual report for 2022, are approved.

6. Election of members to the Board of Directors

The Annual General Meeting passed the following resolution as recommended by the Nomination Committee:

The Annual General Meeting elects Viktor E. Jakobsen as Chairman of the Board of Directors and Stephan L. Jervell and Gro P. Hvammen as members of the Board of Directors. The functioning period of the members of the Board of Directors is until the Annual General Meeting in 2024.

7. Determination of the remuneration of the members of the Board of Directors

The Annual General Meeting passed the following resolution as recommended by the Nomination Committee:

For the period from the annual general meeting in 2023 until the annual general meeting in 2024 the annual general meeting grants the payment of the following remuneration to the members of the board of directors:

  • Chairman of board of directors: NOK 490 000
  • Members of the board of directors: NOK 300 000

8. Election of members to the Nomination Committee

The Annual General Meeting passed the following resolution as recommended by the Nomination Committee:

The Annual General Meeting re-elected Leiv Askvig as chair of the Nomination Committee and Nils Erling Ødegård and Georg Johan Espe were re-elected as members of the Nomination Committee. The functioning period of the members of the nomination committee is until the Annual General Meeting in 2024.

9. Determination of the remuneration of the members of the Nomination Committee

The Annual General Meeting passed the following resolution as recommended by the Nomination Committee:

For the period from the annual general meeting in 2023 until the annual general meeting in 2024 the annual general meeting grants the payment of the following remuneration to the members of the nomination committee:

  • Chairman of the nomination committee: NOK 26 500
  • Members of the nomination committee: NOK 16 000

10. Proxy for the board to issue shares

The Annual General Meeting passed the following resolution as recommended by the board of directors:

In accordance with section 10-14 of the Public Limited Liability Companies Act, the board of directors is granted the authority to increase the company's share capital with up to NOK 6,852,210 by issuing new shares. The power of attorney may be used at several occasions within the granted scope.

The power of issue shares applies until the next ordinary general meeting to be held in May 2024.

The shareholders' pre-emptive right to the new shares pursuant to section 10-4 of the Public Limited Liability Companies Act may be disregarded.

The power to issue shares does not include capital increase by way of a merger in accordance with section 13-5 of the Public Limited Liability Companies Act.

11. Proxy for the board to buy back shares

The Annual General Meeting passed the following resolution as recommended by the board of directors:

In accordance with section 9-4 of the Public Limited Liability Companies Act, the board of directors is granted the authority to buy back up to 685,221 shares with a nominal value of NOK 10 equally to NOK 6,852,210 equivalent to 10% of the issued shares.

The Company may pay between NOK 1 and NOK 80 per share. The board may decide how the shares are acquired but the normal equal treatment of shareholders must be followed.

There is no requirement that shares are deleted.

The power to buy back shares applies until the next ordinary general meeting to be held in May 2024.

All resolutions by the annual general meeting were passed unanimously.

As there were no further matters on the agenda the meeting was closed.

_______________________ __________________________

Stephan L. Jervell (sign.) Viktor E. Jakobsen (sign.)

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