EAM Solar ASA Notice of annual general meeting 2023

Notice is hereby served that the annual general meeting (the "AGM") of EAM Solar ASA (the "Company") will be held at 15:00 CET on 22 May 2023 at the Company's offices at Bryggetorget 7, Oslo.

The AGM will be opened by the member of the Board of directors, Stephan Jervell, confer section 5-12 of the Norwegian Public Limited Liability Companies.

Agenda:

1. Opening of the meeting
1. Election of a chairperson and a person to co-sign the minutes
1. Approval of the notice and the agenda
1. 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
1. Approval of the remuneration of the Company's auditor
1. Election of members to the board of directors
1. Determination of the remuneration of the members of the board of directors
1. Election of members to the nomination committee
1. Determination of the remuneration of the members of the nomination committee
1. Proxy for the board to issue shares
1. Proxy for the board to buy back shares
A. Proposals for resolutions and/or comments to items 4 to 11 are set out in Appendix 1.
B. EAM Solar ASA has a share capital of NOK 68,522,100 divided into 6,852,210 shares, each with a nominal value of NOK 10. Each share carries one vote at the Company's general meetings. EAM Solar ASA does not hold any treasury shares.

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C. The shareholders have the following rights in respect of the general meeting:
- − The right to attend the general meeting, either in person or by proxy.
- − The right to speak at the general meeting.
- − The right to be accompanied by an advisor at the general meeting and to give such advisor the right to speak.
- − The right to require information from the members of the board of directors and the chief executive officer about matters which may affect the assessment of (i) the approval of the annual accounts and directors' report, (ii) items which have been presented to the shareholders for decision and (iii) the Company's financial position, including information about activities in other companies in which the Company participates and other business to be transacted at the general meeting, unless the information demanded cannot be disclosed without causing disproportionate harm to the Company.
- − The right to present alternatives to the board's proposals in respect of matters on the agenda at the general meeting.

D. This notice and the appendices thereto are available at the Company's web site, www.eamsolar.no
E. In accordance with section 6 of the Company's articles of association, the appendices to this notice, will not be sent by post to the shareholders. Shareholder may nonetheless demand to be sent the appendices by post free of charge. If a shareholder wishes to have the documents sent to him, such request can be addressed to the Company by email to [email protected].
F. Shareholder are recommended to attend by proxy, shareholders who nevertheless wish to physically attend the general meeting are requested to return the enclosed attendance form (Appendix 2) to the Company in time to be received by the Company no later than 19 May 2023 at 16:00 CET.
G. Shareholders may appoint a proxy to attend and vote on their behalf. In this case a written and dated proxy must be provided. The enclosed proxy form (Appendix 3) may be used.
H. Please note that proxies without voting instructions may trigger disclosure requirements under Norwegian law. Under the Norwegian Securities Trading Act section 4-2 third paragraph the possession of a proxy without voting instructions is considered equal to ownership of shares or rights to shares. This means that a proxy is required to disclose the proxies if the number of shares to which they relate (together with any shares or rights to shares held by the proxy) reaches or exceeds the disclosure thresholds under the Norwegian Securities Trading Act section 4-2 second paragraph.

EAM Solar ASA 24 April 2023

Stephan L. Jervell Pål Hvammen Member of the board of directors Member of the board of directors

Appendices:

1. Proposed resolutions
1. Attendance form
1. Proxy form
1. Annual report for 2022 is available on the company home page ( www.eamsolar.no ) in accordance with the articles of association.

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

The board of directors proposes that the annual accounts including directors report, allocation of results and the statement of corporate governance and ESG, are approved.

Item 5 – Approval of the remuneration of the Company's auditor

The board of directors proposes that the auditor's fees for 2022, as set out in note 5 to the consolidated financial statements included in the annual report for 2022, are approved.

Item 6 – Election of members to the board of directors

The Board of Directors currently consists of Stephan L. Jervell and Pål Hvammen, following the resignation of Ragnhild M. Wiborg in late January. The Nomination Committee has conferred with the largest shareholders, evaluated candidates, both current and new and looked at the composition of the Board. Based on their work, the Nomination committee proposes that Viktor E. Jakobsen steps up from the role as CEO to Chairman of the Board of Directors, that Stephan L. Jervell continues and that Gro Prødel Hvammen is elected as a new member of the Board of Directors. Pål Hvammen has served on the Board in several rounds, last since April 2019, and has asked to resign. The Board respects his decision and want to thank Pål for his dedicated work for the Company once again and wishes him all the best.

The proposed new member of the Board of Directors, Mrs Gro Prødel Hvammen, has long operational experience from banking and finance and real estate with strong expertise in risk assessment, project management, management, networking, financial analysis and structuring, credit, presentation and customer relations. Previous employers include DNB ASA as client executive, SEB Norge as client executive, Ascender AS as senior adviser, Norfund as senior adviser and Næringsbanken ASA as interim CEO.

Further, se has board experience from banking and diversity management including Næringsbanken ASA where she currently serves on the Board, and previously Seema and SeeTalent. Mrs Hvammen holds among others a Master in Business Studies (norsk: Siviløkonom) from Handelshøyskolen BI, AFA studies (DNB/NHH 10p) and Leadership Training from Dale Carnegie.

It is not intended that Viktor E. Jakobsen should be both CEO and Chairman of the board, the new board will therefore start the search for a new CEO immediately after it has been constituted. Until further notice, Viktor E. Jakobsen acts in both roles.

The election committee proposes that the AGM adopts the following resolution:

"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."

Item 7 – Determination of the remuneration of the members of the board of directors

The nomination committee proposes to the AGM to adopt the following resolution:

"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"

Item 8 – Election of members to the nomination committee

The nomination committee currently consists of Leiv Askvig (chair), Nils Erling Ødegård and Georg Johan Espe. The nomination committee proposes that the AGM adopts the following resolution:

"The Annual General Meeting re-elected Leiv Askvig as chair of the Nomination Committee and Nils Erling Ødegård and Georg Johan Espe was 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."

Item 9 – Determination of the remuneration of the members of the nomination committee

The nomination committee proposes that the AGM adopts the following resolution:

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

Item 10 – Proxy for the board to issue shares

The board of directors proposes that the board of directors is authorised to increase the Company's share capital with up to NOK 6,852,210 by issuing new shares. The authorisation is equivalent to 10% of the share capital.

The reason for this is to give the Company flexibility to swiftly be able to raise new capital for general corporate purposes. It is proposed that the shareholders' pre-emptive rights may be disregarded.

On this basis the board of directors proposes that the general meeting makes the following resolution:

"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."

Item 11 – Proxy for the board to buy back shares

The board of directors proposes that the board of directors is authorised to buy back the Company's shares up to an equivalent to 10% of the share capital.

The reason for this is that it may beneficial for the capital structure to able to buy back shares.

On this basis the board of directors proposes that the general meeting makes the following resolution:

"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."

EAM SOLAR ASA ATTENDANCE FORM

The undersigned will attend the general meeting of EAM Solar ASA on 22 May 2023.

) please attach proxy form(s)

______ (block letters)


Please send the attendance form to: EAM Solar ASA, Bryggetorget 7, N-0250 Oslo, Norway, email: [email protected] . If the shareholder is a legal entity, please enclose documentation evidencing the representation by the signatory. Please make sure that the attendance form is received by the company no

EAM SOLAR ASA PROXY FORM

As the owner of ___________________ shares in EAM Solar ASA I/we hereby appoint

The Chairman of the Board of directors

_________________________________ (insert name)

as my/our proxy to represent and vote for my/our shares at the annual general meeting of EAM Solar ASA to be held on 22 May 2023.

If none of the alternatives above has been ticked the chairman of the board will be considered appointed as proxy. If the chairman of the board has been appointed as proxy, the chairman of the board can appoint another member of the board or the management to represent and vote for the shares covered by the proxy.

If the shareholder so desires and the chairman of the board has been appointed as proxy, the voting instructions below can be filled in and returned to the Company. The shares will then be voted in accordance with the instructions.

Voting instructions:

	Resolution	Vote for	Vote against	Abstain
Item 3	Approval of notice of meeting and agenda
Item 4	Approval of the annual accounts and directors' report of EAM Solar ASA and the EAM Solar Group for 2022, including allocation of the result of 2022 as well as consideration of the statement on corporate governance and ESG
Item 5	Approval of the remuneration of the Company's auditor
Item 6	Election of members to the board of directors
Item 7	Determination of the remuneration of the members of the board of directors
Item 8	Election of members to the nomination committee
Item 9	Determination of the remuneration of the members of the nomination committee
Item 10	Proxy for the board to issue shares
Item 11	Proxy for the board to buy back shares

If voting instructions are given the following applies:

If the box "Vote for" has been ticked, the proxy is instructed to vote for the proposal in the notice, with any changes suggested by the board of directors, the chairman of the board or the chairperson of the meeting. In case of changes in the proposals included in the notice, the proxy can at his/her own discretion abstain from voting the shares.
If the box "Vote against" has been crossed out, this implies that the proxy is instructed to vote against the proposal in the notice, with any changes suggested by the board, the Chairman of the Board or the chairman of the meeting. In case of changes in the proposals included in the notice, the proxy can at his/her own discretion abstain from voting the shares.
If the box "Abstain" has been ticked, the proxy is instructed to abstain from voting the shares.
If none of the boxes have been ticked, the proxy is free to decide how to vote the shares.
In respect of elections, the instructions are only valid for voting in respect of elections of the candidates whom have been listed in the proxy form.
In respect of a vote over matters that are not included on the agenda and which may validly come before the meeting the proxy is free to decide how the shares shall be voted. The same applies for votes over matters of formal nature, such as election of the chairperson of the meeting, voting order or voting procedure.
If a shareholder has inserted another person than the chairman of the board as proxy, and wants to give such person instructions on voting, this is a matter between the shareholder and the proxy. In such a situation the company does not undertake any responsibility to verify that the proxy votes in accordance with the instructions.

Signature:	__________*
Name of shareholder:	__________ (block letters)
Place/date:	__________
Date of birth/company no:	__________

Please send the proxy to: EAM Solar ASA, Bryggetorget 7, N-0250 Oslo, Norway, email: [email protected] .

* If the proxy is given on behalf of a company or other legal entity, relevant evidence of authority must be attached so as to evidence that the person signing the proxy form is properly authorized. The receiver of the proxy is free in his/her own discretion to use or reject the proxy in case relevant evidence of authority has not been received.

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