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Desert Control AS

Pre-Annual General Meeting Information May 22, 2023

3577_rns_2023-05-22_c9f8fef5-2f3b-4e44-86eb-5e9588107dab.pdf

Pre-Annual General Meeting Information

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Invitation to annual general meeting of Desert Control AS

Date: 1 June 2023 Time: 17:00 (CEST)

Notice is hereby served that the annual general meeting of Desert Control AS, (the "Company") will be held on 1 June 2023 at 17:00 hours (CEST).

The Board of Directors has decided that the annual general meeting for 2023 will be held as a digital meeting. No physical meeting will take place. Shareholders are invited to participate in the meeting, vote and ask questions (in writing) using smartphones, tablets, computers or similar electronic devices. For further information about digital participation, the Company asks that you refer to the information published at https://www.desertcontrol.com/.

The general meeting will be opened by the chairperson of the Board of Directors, Knut Nesse, or a person appointed by the Board of Directors cf. Section 5-12 of the Norwegian Private Limited Liability Companies Act. The person opening the general meeting will record attendance of present shareholders and representatives.

The following matters are on the agenda:

    1. Election of a chairperson for the meeting and a person to co-sign the minutes
    1. Approval of the notice and the agenda
    1. Approval of the Annual Report and Financial Statements for 2022
    1. Auditor's remuneration
    1. Remuneration to board members
    1. Election of board members
    1. Board authorisation to increase the share capital in relation to future capital raises
    1. Board authorisation to increase the share capital in relation to an employee incentive scheme
    1. Board authorisation to acquire own shares

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Shareholders are entitled to participate in the annual general meeting, either personally or by a proxy of their choice. No special registration is required for the digital meeting. Registration occurs upon login. The PIN code and reference number provided in the attached registration and proxy authorisation form must be entered. Shareholders or proxies must be logged in before the chairperson of the meeting can record their attendance.

Shareholders wishing to participate and vote by proxy may submit the proxy authorisation form electronically via VPS Investortjenester or via ordinary post to SpareBank 1 SR-Bank ASA, Drift Verdipapirtjenester. The form should be received no later than 30 May 2023 at 16:00 CEST. Shareholders may authorise proxies with voting instructions. The registration and proxy authorisation form has been included with the notice but can also be found at the company's website, https://www.desertcontrol.com/.

Shareholders have the possibility to vote in advance. Shareholders are encouraged to cast their votes by advance voting. Such advance votes must be made electronically through VPS Investor Services. The Company encourages shareholders who wish to vote in advance to do so within 30 May 2023 at 16:00 CEST.

Desert Control AS is a private limited company subject to the rules of the Norwegian Private Limited Companies Act. As of the date of this notice, the Company has issued 41,326,789 shares, each of which represents one vote. As of the date of this notice, the Company holds no own shares. No votes may be exercised for such shares.

A nominee is not entitled to vote for shares registered on a nominee account in ESO, cf. the Norwegian Public Limited Act section 4-10, cf. the Norwegian Private Limited Liability Companies Act section 4-4. Shareholders, who hold their shares on a nominee account in ESO, and who wish to vote for such shares must transfer the shares to a securities account in ESO held in their own name prior to the general meeting in order to vote for such shares at the general meeting.

Decisions on voting rights for shareholders and representatives are made by the person opening the meeting, whose decision may be reversed by the general meeting by majority vote.

Shareholders have the right to propose resolutions under the matters to be addressed by the general meeting.

A shareholder may require that the chief executive officer and board members that are present at the general meeting provide available information at the general meeting about matters that may affect the assessment of items which have been presented to the shareholders for decision. The same applies to information regarding the Company's financial position and other business to be addressed at the general meeting, unless the information demanded cannot be disclosed without causing disproportionate harm to the Company. Shareholders are entitled to bring advisors and may grant the right of speech to one advisor.

The notice calling the general meeting has been sent to all shareholders with known address. The notice, other documents regarding matters to be discussed in the general meeting, including the documents to which this notice refers, as well as the Company's Articles of Association, are available on the Company's website. Documents relating to matters to be considered by the general meeting may be sent free of charge to shareholders upon request.

The following documents will be available at the Company's website:

  • This notice and the enclosed form for notice of attendance/proxy
  • The Board of Directors' proposed resolutions for the annual general meeting for the items listed on the agenda
  • Guide for online participation
  • The annual report and financial statements for the financial year 2022

The address to the Company's website is https://www.desertcontrol.com/

Sandnes, 22 May 2023 On behalf of the Board of Directors of Desert Control AS

Sincerely,

_____________________________________________________________

Knut Nesse Chairperson of the Board of Directors, Desert Control AS

Appendices:

  • 1 Form of registration/Form of proxy
  • 2 Guide for online participation
  • 3 Proposed resolutions for the annual general meeting

APPENDIX 1

Ref no: PIN code:

Notice of annual general meeting

Meeting in Desert Control AS will be held on 1 June 2023 at 17.00 CEST. Virtual.

The shareholder is registered with the following amount of shares at summons: ________________ and vote for the number of shares owned per Record Date: 1 June 2023

IMPORTANT MESSAGE:

The annual general meeting will be held as a digital meeting only, with no physical attendance for shareholders.

Please log in at https://web.lumiagm.com/145219501

You must identify yourself using the reference number and PIN code from VPS that you will find in investor services (Corporate Actions – General Meeting – ISIN) or sent you by post on this form (for non-electronic actors) Shareholders can also get their reference number and PIN code by contacting SpareBank 1 SR-Bank, Drift Verdipapirservice by phone +47 468 27 650 (8:00-a.m. to 3:30 p.m. ) or by e-mail [email protected].

On the company's web page https://www.desertcontrol.com/ You will find an online guide describing more in detail how you as a shareholder can participate in the Virtual meeting.

Shareholders are encouraged to register attendance, proxy or instructions within 30 May 2023 at 16:00 hours CEST

Notice of attendance

Shareholders are only allowed to participate online and no pre-registration is required. Shareholders must be logged in before the meeting starts. If you are not logged in before the general meeting starts, you will not be able to attend. Log in starts an hour before.

Shareholders who do not wish to participate online can give proxy to another person.

Proxy without voting instructions for annual general meeting of Desert Control AS

Ref no: PIN code:

Proxy should be registered through the Company's website https://www.desertcontrol.com/ or through VPS Investor Services. For granting proxy through the Company's website, the above-mentioned reference number and PIN code must be stated. In VPS Investor Services chose Corporate Actions - General Meeting – ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator.

Alternatively, you may send this form by e-mail to [email protected], or by regular Mail to SpareBank 1 SR-Bank ASA, Drift Verdipapirtjenester, P.O. Box 250, 4068 Stavanger, Norway. The proxy must be received no later than 30 May 2023 at 16:00 CEST. The form must be dated and signed in order to be valid.

If you do not state the name of the proxy holder, the proxy will be given to the Chair of the Board of Directors or an individual authorised by him or her.

The undersigned ___________________________________

hereby grants (tick one of the two)

the Chair of the Board of Directors (or a person authorised by him or her), or

_________________________________________ (NB: Proxy holder must send an e-mail to [email protected] for log in details)

(Name of proxy holder in capital letters)

proxy to attend and vote for my/our shares at the annual general meeting of Desert Control AS on 1 June 2023.

Place Date Shareholder's signature (only for granting proxy)

Proxy with voting instructions for annual general meeting in Desert Control AS.

If you are unable to attend the meeting, you may use this proxy form to give voting instructions to Chair of the Board of Directors or the person authorised by him or her. (Alternatively, you may vote electronically in advance, see separate section above.) For instruction to other Proxy holders, submit a Proxy without voting instructions and agreed directly with the proxy holder how votes should be cast.

Proxies with voting instructions to Chair of The Board of Directors cannot be submitted electronically, and must be sent to [email protected] (scanned form) or by regular Mail to SpareBank 1 SR-Bank ASA, Drift Verdipapirtjenester, P.O. Box 250, 4068 Stavanger, Norway. The form should be received no later than 30 May 2023 at 16:00 CEST.

Proxies with voting instructions must be dated and signed to be valid.

The undersigned: Ref no:

hereby grants the Chair of the Board of Directors (or the person authorised by him or her) proxy to attend and vote for my/our shares at the annual general meeting of Desert Control AS on 1 June 2023.

The votes shall be exercised in accordance with the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the Board's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the Notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.

Agenda for the annual general meeting 2023 For Against Abstention
1. Election of a chairperson of the meeting and a person to co-sign the minutes
2. Approval of the notice and the agenda
3. Approval of the Annual Report and Financial Statements for 2022
4. Auditor's remuneration
5. Remuneration to board members
6. Election of board members
7. Board authorisation to increase the share capital in relation to future capital raises
8. Board authorisation to increase the share capital in relation to an employee incentive
scheme
9. Board authorisation to acquire own shares

Place Date Shareholder's signature (Only for granting proxy with voting instructions)

GUIDE FOR ONLINE PARTICIPATION DESERT CONTROL AS 1 JUNE 2023

Desert Control AS will hold the annual general meeting on 1 June 2023 at 17:00 CEST as a digital meeting, where you get the opportunity to participate online with your PC, phone or tablet. Below is a description of how to participate online.

We also point out that you also can vote in advance or give a proxy before the meeting. See the notice for further details on advance voting and how to authorize a proxy. If you vote in advance or give a proxy, you can still log on to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the items. If required a proxy can be withdrawn by requesting this once logged on.

By participating online, shareholders will receive a live webcast from the general meeting, the opportunity to ask written questions, and vote on each of the items. Secure identification of shareholders is done by using the unique reference number and PIN code assigned to each shareholder by the Norwegian Central Securities Depository (Euronext VPS) in relation to this general meeting.

No registration is required for shareholders who want to participate online, but shareholders must be logged in before the general meeting starts.

Shareholders who does not find their reference number and PIN code for access or have other technical questions is welcome to call SpareBank 1 SR-Bank, Drift Verdipapirtjenester on phone +47 468 27 650 (between 08:00-15:30), or send an e-mail to [email protected].

HOW TO ACCESS THE ONLINE GENERAL MEETING

To be able to participate online, you must go to the following website: https://web.lumiagm.com

either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.

Enter Meeting ID: 145-219-501 and click Join: You must then identify yourself with.

a. Ref. number from VPS for the general meeting

b. PIN code from VPS for general meeting

You will have the opportunity to log in one hour before the general meeting starts.

Once you have logged in, you will be taken to the information page for the general meeting. Here you will find information from the company, and how this works technically. Note that you must have internet access throughout the meeting.

HOW TO RECEIVE YOUR REFERENCE NUMBER AND PIN CODE

All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the general meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.

All VPS directly registered shareholders have access to investor services either via https://www.euronextvps.no or internet bank. Contact your VPS account operator if you do not have access. Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).

Custodian registered shareholders: Shares held through Custodians (nominee) accounts must be transferred to a segregated VPS account registered in the name of the shareholder to have voting rights on the general meeting. Once shares are transferred to the segregated VPS account, a reference number and PIN code are assigned to this account. Please contact your custodian for further information.

HOW TO VOTE

When items are available for voting, you can vote on all items as quickly as you wish. Items are closed for voting as the general meeting considers them. Items will be pushed to your screen. Click on the vote icon if you click away from the poll. To vote, press your choice on each of the issues. FOR, AGAINST or ABSTAIN. Once you have cast your vote, you will see that your choice is marked. You also get a choice where you can vote jointly on all

items. If you use this option, you can still override the choice on items one by one if desired.

To change your voice, click on another option. You can also choose to cancel. You can change or cancel your vote until the chair of the meeting concludes the voting on the individual items. Your last choice will be valid.

NB: Logged in shareholders who have voted in advance or given a power of attorney will not have the opportunity to vote but can follow and write messages if desired.

QUESTIONS TO THE CHAIRPERSON

Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the meeting as long as chair of the meeting holds this open. If you would like to ask a question relating to the items on the agenda, select the messaging icon.

Enter your question in the message box that says "Ask a Question". When you have finished writing your question, click on the submit button.

Questions submitted online will be moderated before going to the chair. This is to avoid repetition of questions as well as removal of inappropriate language.

All shareholders who submit questions will be identified with their full names, but not holding of shares.

Desert Control AS

Proposed resolutions for the annual general meeting 1 June 2023

Item 1 Election of a chairperson of the meeting and a person to co-sign the minutes

The Board of Directors proposes that Knut Nesse is elected as chairperson of the meeting, and that a person present is elected to co-sign the minutes.

Item 2 Approval of the notice and the agenda

The Board of Directors proposes that the general meeting makes the following resolution:

"The notice and the agenda, which were sent to all shareholders with a known address on 16 May 2023, are approved."

Item 3 Approval of the Annual Report and Financial Statements for 2022

The Board of Directors proposes that the general meeting makes the following resolution:

"The Annual Report and the Financial Statements for 2022 are approved."

Item 4 Auditor's remuneration

The Board of Directors proposes that the general meeting makes the following resolution:

"The auditor's remuneration will be paid according to received invoice."

Item 5 Remuneration to board members

The Board of Directors' proposal for a resolution on remuneration to the board members is based on an overall assessment of the nature and extent of the Board of Directors' work. In this connection, the Board of Directors has consulted with the Company's management and some of the larger shareholders of the Company.

The Board of Directors proposes that the general meeting makes the following resolution:

"The remuneration for the period from the annual general meeting 2023 to the annual general meeting 2024 shall be NOK 250,000 for the chairperson of the Board of Directors and NOK 100,000 for board members."

Item 6 Election of board members

All of the board members were elected for a period until the annual general meeting 2023. Thus, the general meeting shall elect a new Board of Directors.

The Board of Directors proposes that the general meeting makes the following resolution:

"The following persons are elected as board members with an election period until the annual general meeting in 2024. The Board of Directors thus consist of the following:

  • Knut Nesse (Chairperson)
  • Kristian Peter Olesen
  • Geir Hjellvik

  • Marit Røed Ødegaard

  • Maryne Lemvik."

Item 7 Board authorisation to increase the share capital in relation to future capital raises

At the ordinary general meeting on 9 June 2022, the Board of Directors was granted a board authorisation to increase the share capital in relation to future capital raises with up to 10% of the Company's shares with a duration until the annual general meeting in 2023. The Board of Directors proposes to continue this authorisation. The Board of Directors therefore proposes that the general meeting grant such authorisation on the conditions set out below. This authorisation will replace the existing board authorisation for share capital increases in relation to future capital raises.

The purpose of the mandate is to give the Board of Directors the necessary flexibility and opportunity to act promptly. The mandate is limited to being used to issue shares in order to secure the financing of the Company's development.

It is proposed that the Board of Directors' authorisation corresponds to 10% of the Company's share capital.

In consideration of the purpose of the authorisation, the pre-emptive rights of existing shareholders to subscribe to new shares may be waived.

Since the annual general meeting is to approve the annual financial statements for 2022, reference is made to the financial statements and to stock exchange notifications published under the Company's ticker symbol on the Oslo Stock Exchange's news service www.newsweb.no and on the Company's website for information about matters of material importance to the Company and the Company's business.

The Board of Directors proposes that the general meeting makes the following resolution:

  1. "The Board of Directors is hereby authorised to execute one or more share capital increases by issuing in total up to 4,132,678 shares with a nominal value of NOK 0.003. The total amount by which the share capital may be increased is NOK 12,398.034.

  2. The authorisation may be used to issue shares in order to secure the financing of the Company's development.

  3. The Board of Directors is authorised to decide upon the subscription terms, including subscription price, date of payment and the right to sell shares to others in relation to an increase of share capital.

  4. This authorisation is valid until the ordinary general meeting in 2024, however at the latest until 30 June 2024.

  5. Existing shareholders pre-emptive right to subscribe for shares according to Section 10-4 of the Norwegian Private Limited Liability Companies Act may be set aside.

  6. The authorisation does not include increase of share capital with contribution in kind or right to incur special obligations upon the Company, cf. the Norwegian Private Limited Liability Companies Act section 10-2.

  7. The authorisation does not include decision on merger according to Section 13-5 of the Norwegian Private Limited Companies Act.

  8. The general meeting authorises the Board of Directors to amend the Company's articles of association concerning the share capital and number of shares when the authorisation is used.

  9. With effect from the date when this mandate is registered with the Norwegian Register of Business Enterprises, it replaces previous mandates to increase the share capital for the same purpose."

Item 8 Board authorisation to increase the share capital in relation to an employee incentive scheme

At the annual general meeting on 9 June 2022, the Board of Directors was granted a board authorisation to increase the share capital in relation to an employee incentive scheme with up to 5% of the Company's shares with a duration until the annual general meeting in 2023. The Board of Directors proposes to continue this authorisation. The Board of Directors therefore proposes that the general meeting grant such authorisation on the conditions set out below. This authorisation will replace the existing board authorisation for share capital increases in relation to future capital raises.

The Board of Directors therefore proposes that the general meeting authorises the Board of Directors to increase the share capital for the specified purposes that implies an access to issue up to 2,066,339 new shares in the Company.

In consideration of the purpose of the authorisation, the Board of Directors propose that the pre-emptive rights of existing shareholders to subscribe to new shares may be waived.

Since the annual general meeting is to approve the annual financial statements for 2022, reference is made to the financial statements and to stock exchange notifications published under the Company's ticker symbol on the Oslo Stock Exchange's news service www.newsweb.no and on the Company's website for information about matters of material importance to the Company and the Company's business.

The Board of Directors proposes that the general meeting makes the following resolution:

  1. "The Board of Directors is hereby authorised to execute one or more share capital increases by issuing in total up to 2,066,339 shares with a nominal value of NOK 0.003. The total amount by which the share capital may be increased is NOK 6,199.017.

  2. The authorisation may be used to issue shares according to the Company's incentive schemes for employees.

  3. The Board of Directors is authorised to decide upon the subscription terms, including subscription price, date of payment and the right to sell shares to others in relation to an increase of share capital. 4. This authorisation is valid until the ordinary general meeting in 2024, however no later than 30 June 2024.

  4. Existing shareholders pre-emptive right to subscribe for shares according to Section 10-4 of the Norwegian Private Limited Liability Companies Act may be set aside.

  5. The authorisation does not include increase of share capital with contribution in kind or right to incur special obligations upon the Company, cf. the Norwegian Private Limited Liability Companies Act section 10-2.

  6. The authorisation does not include decision on merger according to Section 13-5 of the Norwegian Private Limited Companies Act.

  7. The general meeting authorises the Board of Directors to amend the Company's articles of association concerning the share capital and number of shares when the authorisation is used.

  8. With effect from the date when this mandate is registered with the Norwegian Register of Business Enterprises, it replaces previous mandates to increase the share capital for the same purpose."

Item 9 Board authorisation to acquire own shares

At the annual general meeting on 9 June 2022, the Board of Directors was granted an authorisation to acquire own shares with a total nominal value corresponding to 10% of the Company's share capital with a duration until the annual general meeting in 2023. The Company's Board of Directors believes it to be expedient to have an authorisation to acquire own shares, including to enter into agreements on charges in own shares. The Board of Directors proposes that the general meeting grants a new authorisation on the terms set out below.

The authorisation would give the Board of Directors the opportunity to take advantage of the financial instruments and mechanisms provided by the Norwegian Private Limited Liability Companies Act. Buy-back of the Company's shares, with subsequent cancellation, may be an important aid for optimising the Company's capital structure. In addition, such authorisation will also enable the Company, following any acquisition of own shares, to use own shares as part of incentive schemes, and in full or in part, as consideration with regards to acquisition of businesses.

The Board of Directors' proposal entails that the general meeting gives the Board of Directors an authorisation to acquire shares in the Company, with a total nominal value corresponding to 10% of the Company's share capital. Shares acquired by the Company can be used in a later reduction of the share capital with the general meeting's approval, remuneration to the members of the Board of Directors, for incentive schemes or as consideration with regards to acquisition of businesses.

Since the annual general meeting is to approve the annual financial statements for 2022, reference is made to the financial statements and to stock exchange notifications published under the Company's ticker symbol on the Oslo Stock Exchange's news service www.newsweb.no and on the Company's website for information about matters of material importance to the Company and the Company's business.

"In accordance with the Norwegian Private Limited Liability Companies Act sections 9-4 and 9-5, the Board of Directors is authorised to acquire the Company's own shares, on the following conditions:

  1. The Company may, in one or more rounds, acquire shares with a total nominal value of up to NOK 12 398,034. The authorisation also includes acquisition of charge by agreement in own shares. 2. The highest and lowest purchase price payable for shares acquired pursuant to the authorisation shall be maximum NOK 100 and minimum NOK 0.003 respectively. The Board of Directors is incidentally free to decide on the means to be used to acquire and dispose of own shares.

  2. This authorisation is valid until the ordinary general meeting in 2024, however no later than 30 June 2024.

  3. Shares acquired pursuant to this authorisation shall either be deleted in connection with a later reduction of the registered share capital, be applied as remuneration to the members of the Board of Directors, for incentive schemes or as consideration shares with regards to acquisition of businesses."

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