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Constellation Oil Services Holding S.A.

Pre-Annual General Meeting Information May 13, 2025

9990_rns_2025-05-13_3df654db-5ef0-4684-b9db-fe5aa3b98f95.pdf

Pre-Annual General Meeting Information

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To the holders of NDRs related to common shares of Constellation Oil Services Holding S.A.

Our ref: Place / Date:

Equro Issuer Services AS / STS Asker, Norway 13. May 2025

Constellation Oil Services Holding S.A. Annual and Extraordinary General Meeting 19. June 2025

As your holding of interests in Constellation Oil Services Holding S.A. (the "Company") is through holding Norwegian depository receipts ("NDRs") issued by Equro Issuer Services AS ("Equro"), voting at the above-mentioned meeting will have to be executed through Equro.

Attached please find a copy of the related documents prepared by the Company.

Please return the selected form as further described in the attached documents. Additional information about the general meeting is available at www.theconstellation.com.

Additional information exclusively relevant for NDR holders holding NDRs through a custody / nominee arrangement:

Equro will also arrange Euronext Securities Oslo's SRD2 General Meeting Notification, allowing investors holding NDRs through a custody / nominee arrangement to cast advanced votes electronically. For NDRs held through a custody / nominee arrangement, it is recommended to cast votes for each matter on the agenda in advance, and the beneficial owner is thus encouraged to instruct its custodian / nominee to cast advance votes. Technically, the custodian / nominee will forward advance votes with participation methods Electronic Voting ("EVOT") and mark the EVOT instruction with relevant voting directions.

If necessary, beneficial owners may alternatively instruct their custodian / nominee to select other available participation methods. Technically, the custodian / nominee will forward advance votes with participation method EVOT and leave the voting directions blank. In addition to the EVOT instruction with no voting direction, the beneficial owner's custodian / nominee, must also provide a separate instruction confirming the relevant participation method to [email protected]. The beneficial owner's custodian / nominee must use the form "NDR Holders – Notice of Attendance and Reverse Power of Attorney" when confirming the relevant participation method. NB! This two-step process for beneficial owners to participate involves additional operational risk. It is therefore recommended for beneficial owners to cast advance votes.

Yours sincerely, on behalf of Equro Issuer Services AS

Stig Tore Strøm CEO

Important notice:

NDRs issued in the ES-OSL register have certain limitations and risks. You can read more about these limitations and risks in Equro' general business terms available at www.equro.com. A service description for Norwegian Depository Receipts is available at www.euronextvps.no. This letter does not constitute any recommendation or advice on behalf of, or from, Equro. You are recommended to seek legal and/or financial advice from your preferred advisor should you have any questions related to this letter and/or to the information contained in documents to which this notice is attached. You or your advisor may contact the issuer of the documents for guidance; this is including, but not limited to, any exercise of (indirect) shareholder rights you may have and/or should want to exercise. Equro may on direct request give technical guidance on how to retire your interest in the issuer of the documents to which this notice is attached from the ES-OSL system for the purpose of you being entered into the Register of Members, i.e. the primary register of the issuer referred to, in order for you to exercise any shareholder rights, as applicable, directly against the issuer, or any other third parties, including, but not limited to, any compulsory buy-out ("squeeze out") proceedings or any other legal or litigation proceedings.

Constellation Oil Services Holding S.A.

Société anonyme
Siège social : 8-10, Avenue de la Gare
L-1610 Luxembourg
Grand-Duché de Luxembourg
R.C.S. Luxembourg: B163424
(the Company)

CONVENING NOTICE TO THE ANNUAL AND EXTRAORDINARY GENERAL MEETINGS OF THE SHAREHOLDERS OF THE COMPANY TO BE HELD IN LUXEMBOURG ON 19 JUNE 2025

Luxembourg, 13 May 2025

Dear Shareholder,

You are hereby invited to attend:

  • (i) the annual general meeting of the shareholders of the Company, to be held on 19 June 2025 at 10:00 CEST (the AGM); and
  • (ii) the extraordinary general meeting of the shareholders of the Company, to be held on 19 June 2025, immediately following the AGM, expected to be at 11:00 CEST (the EGM; together with the AGM, the Meetings).

Both Meetings will be held at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg.

The Meetings are divided into the AGM and the EGM due to, among others, the contemplated amendment of the articles of association and the share consolidation, which pursuant to Luxembourg law can only take place at an extraordinary general meeting held in front of a Luxembourg notary public.

The AGM will be held under private seal with the following agenda:

    1. Report from the board of directors of the Company (the Board) on the annual accounts and the consolidated financial statements for the 2024 financial year and presentation of the reports of the statutory auditor (commissaire aux comptes) on the annual accounts for the 2024 financial year and of the independent auditor (réviseur d´enterprises agréé) on the consolidated financial statement for the 2024 financial year (non-voting items)
    1. Approval of the Company's annual accounts for the 2024 financial year (voting item)
    1. Approval of the Company's consolidated financial statements for the 2024 financial year (voting item)
    1. Approval of the profit allocation (voting item)
    1. Discharge of the members of the Board (voting item)
    1. Discharge of the statutory auditor (commissaire aux comptes) Auren S.à r.l. (voting item)
    1. Discharge of the external auditor (réviseur d´enterprises agréé) Grant Thornton Audit & Assurance (voting item)
    1. Approval of the reappointment of Grant Thornton Audit & Assurance as the Company's approved external auditor (reviseur d'enterprises agréé) with respect to the Company's consolidated financial statements for the financial year 2025 (voting item).

The EGM will be held in front of a Luxembourg notary public with the following agenda:

    1. Share consolidation with respect to all outstanding shares of the Company by means of a 1-for-18 reverse stock split on the effective date (to be determined by the Company's board of directors) and to amend article 5 of the articles of association of the Company accordingly (voting item)
    1. Adjustment, renewal, and extension of the scope of the authorised share capital of the Company, and authorisation of the Board to limit or suppress the preferential subscription rights of existing shareholders and to amend articles 5.2 through 5.9 of the articles of association of the Company accordingly (voting item)
    1. Approval of the amendment to the articles of association (voting item)

Further explanatory remarks pertaining to the various items of the agenda of the Meetings and the text of the proposed resolutions are available on the website of the Company https://ri.theconstellation.com/ (the Explanatory Note and Proposed Resolutions). A physical copy of all items presented to the Meetings including the aforementioned Explanatory Note and Proposed Resolutions, and the proposed changes to the articles of association of the Company are available at the registered office of the Company and copies thereof may be obtained upon request at:

Company

Attn.: Investor Relations/Corporate Secretary

[email protected]; or

[email protected]

The previous (extraordinary) general meeting of the Company was held 12 December 2024 with the agenda and the results as set out in the minutes of such meeting as published on the Recueil Electronique des Sociétés et Associations – RESA under the filing number L250009358 and reference of publication RESA_2025_010.20.

Technical note on voting procedures

a) Current Shareholder Structure

As of the date of this notice, the Company's issued share capital consists of 1,519,918,308 ordinary registered shares (the Ordinary Shares). A number of Ordinary Shares are held by EQURO ISSUER SERVICES AS, acting as depository agent (the Depository Agent), which has in turn issued depository receipts (the Depository Receipts), each representing one (1) Ordinary Share. The Depository Receipts were listed on the multilateral trading facility Oslo Euronext Growth on 6 March 2025.

b) Record Date and right to participate at the Meetings

The determination of entitlement of a direct shareholder or holder of Depository Receipts to participate and vote at the Meetings shall be established as follows:

Only holders of Depository Receipts and/or Ordinary Shares on record at the close of trading on Oslo Euronext Growth on 10 June 2025 (the Record Date) shall have the right to participate at the Meetings;

  • (i) As regards the holders of Ordinary Shares, their ownership of their respective Ordinary Shares and entitlement to participate in, and exercise voting rights at, the Meetings shall be established solely by inspection of the Company's official shareholder register as of the Record Date.
  • (ii) As regards the holders of Depository Receipts, their ownership of their respective Depository Receipts and entitlement to indirectly participate in, and exercise voting rights at, the Meetings shall be established solely by inspection of the list of Depository Receipts as operated by the Depository Agent as of the Record Date.

For avoidance of doubt, each Ordinary Share or Depository Receipt, as the case may be, shall entitle the holder to one vote at the Meetings.

c) Voting Rights and Procedures: Holders of Depository Receipts

Holders of Depository Receipts may participate at the Meetings as follows:

(i) Holders of Depository Receipts may instruct the Depository Agent on how to exercise the voting rights attached to the Ordinary Shares underlying their Depository Receipts by duly executing the enclosed power of attorney (NDR Holders – Form of Voting Instructions to Depository Agent (Equro), attached hereto as Annex 1) to authorise the Depository Agent to represent them at the Meetings. In such case, the holders of Depository Receipts will not be required to attend the Meetings to exercise the votes attached to the underlying Ordinary Shares, and the Depository Agent will be bound to exercise the votes in accordance with the instructions received through such proxy.

Holders of Depository Receipts who wish to be represented and vote in respect of the relevant resolutions to be adopted at the Meetings in this manner must have the NDR Holders – Form of Voting Instructions to Depository Agent (Equro) completed, printed and signed:

a. with ".pdf" copy to be returned to the Depository to the following e-mail addresses:

Depository (Equro Issuer Services AS)

[email protected]

no later than 12June 2025 at 23:59 CEST; and

  • b. the duly executed original to be returned to the registered office of Equro at Billingstadsjletta 13, 1396, Billingstad, Asker, Norway as soon as practicable thereafter.
  • (ii) Holders of Depository Receipts who wish to attend and vote at the Meetings in person may execute the attendance and reverse power of attorney form, indicating their intention to attend or be represented at the Meetings (the NDR Holders – Notice of Attendance and Reverse Power of Attorney, attached hereto as Annex 2). Provided the NDR Holders – Notice of Attendance and Reverse Power of Attorney is duly completed and the corresponding documentation provided as set out therein, the Depository Agent shall countersign it, thereby empowering the Holder of Depository Receipts to attend the Meetings and vote the Ordinary Shares underlying their respective Depository Receipts

Holders of Depository Receipts who wish to attend and vote at the Meetings in this manner, please complete, print and sign the NDR Holders – Notice of Attendance and Reverse Power of Attorney:

with .pdf copy to be returned to the Depository (Equro Issuer Services AS)

[email protected]

no later than 12 June 2025 at 23:59 CEST;and

a. the duly executed original to be returned to the registered office of Equro at Billingstadsjletta 13, 1396, Billingstad, Asker, Norway as soon as practicable thereafter.

Upon delivering a duly completed NDR Holders – Notice of Attendance and Reverse Power of Attorney, the Depository Agent will send the copy of the countersigned document to the Holder of Depository Receipts (to its sending address, whether it be post or e-mail) no later than by 16 June 2025 at 23:59 CEST. For avoidance of doubt, the Holder of Depository Receipts will not be required to re-forward the countersigned copy of the Notice of Attendance and Reverse Power of Attorney to the Company and will be admitted to the Meetings even if it has failed to receive the countersigned copy in time, provided the Depository Agent has sent it to the Company by no later than by 16 June 2025 at 23:59 CEST.

For any Ordinary Shares underlying Depository Receipts for which no voting instructions have been duly received by the Depository Agent, the Depository Agent will not exercise the voting rights attached to such Ordinary Shares. Similarly, Holders of Depository Receipts will not be allowed to attend or vote at the Meetings, unless such participation is based on a duly completed NDR Holders – Notice of Attendance and Reverse Power of Attorney.

d) Voting Rights and Procedures: Ordinary Shareholders

(i) Direct shareholders of the Company who wish to participate at the Meetings in person, should indicate their intention to do so no later than 16 June 2025 at 23:59 CEST, by writing an email at address set out below, indicating their corporate particulars, e.g. denomination, country of incorporation, registered office and commercial register number (in case of legal entities); or their full name; place and date of birth; passport number (in case of natural persons);

Email to be sent to:

[email protected]

  • (ii) Insofar direct shareholders of the Company wish to participate by proxy or by vote by correspondence (i.e. not in person), they must arrange either for: (i) the enclosed power of attorney (the Ordinary Shareholders - Power of Attorney, attached hereto as Annex 3), should they wish to be represented at the Meetings by a proxy or (ii) the enclosed voting form (the Ordinary Shareholders - Voting Form, attached hereto as Annex 4), should they wish to cast their votes in writing, to be completed, printed and signed:
    • a. with .pdf copy to be returned to the Company by e-mail to the following e-mail addresses:

[email protected]

no later than 16 June 2025 at 23:59 CEST; and

b. the duly executed original to be returned to the registered office of the Company as indicated in the header of this convening notice as soon as practicable thereafter.

e) Voting Rights and Procedures: Depository Agent and Constellation Holdco S.A.

Due to their intermediary nature and/or function, the Depository Agent and Constellation Holdco S.A., may elect to be represented or vote in respect of the relevant resolutions to be adopted at the Meetings, by completing, printing and signing: (i) the enclosed power of attorney for intermediaries (the Intermediaries – Power of Attorney, attached hereto as Annex 5) or (ii) the enclosed voting form for intermediaries (the Intermediaries – Voting Form, attached hereto as Annex 6):

a. with .pdf copy to be returned to the Company by e-mail to the following e-mail addresses:

[email protected]

no later than 16 June 2025 at 23:59 CEST; and

b. the duly executed original to be returned to the registered office of the Company as indicated in the header of this convening notice as soon as practicable thereafter.

[Remainder of the page intentionally left blank – signature page follows]

Yours sincerely,

The board of directors of Constellation Oil Services Holding S.A.

_____________________________

Name: Attila Sénig Title: Director and Authorised Signatory

_____________________________

Name: Bertrand de Fays Title: Director and Authorised Signatory

PLEASE USE THIS FORM IF YOU INTEND TO VOTE WITHOUT PHYSICALLY ATTENDING THE MEETINGS. If you or your proxy wish to physically attend the Meetings, please fill out the 'NDR Holders – Notice of Attendance and Reverse Power of Attorney' form.

Annex 1

NDR Holders - Form of Voting Instructions to Depository Agent (Equro)

for the purposes of the exercise of your voting rights at:

  • (i) the annual general meeting of the shareholders of the Company, to be held on [19 June 2025] at 10:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the AGM); and
  • (ii) the extraordinary general meeting of the shareholders of the Company, to be held on [19 June 2025, immediately following the AGM, expected to be at 11:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the EGM; together with the AGM, the Meetings).

The undersigned (the NDR Holder),

Full name: ________
Place of residence
/ office:
________
Place and date of birth (if applicable): ________
Company reg. number (if applicable): ________,

being the holder of ________________________________ sponsored Norwegian depository receipts ("NDRs") issued by Equro Issuer Services AS, a company existing and operating under the laws of Norway, with company registration no. 915 465 544 ("Equro") representing an equal number of ordinary shares in registered form of Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10, Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de commerce et des Sociétés, Luxembourg) under number B163424 (the Company) hereby appoint Equro or any other person as may be appointed by Equro in its discretion from time to time as my proxy and to vote for me on my behalf at the Meetings of the Company to be held on 19 June 2025 and at any adjournment thereof. My proxy is to vote as indicated below in respect of the resolutions set out in the Convening Notice to the Meetings and the Explanatory Note and Proposed Resolutions.

AGENDA – PROPOSALS OF RESOLUTIONS AT THE AGM

1. AGENDA ITEM (1)

Agenda item: Report from the board of directors of the Company on the annual accounts and the consolidated financial statements for the 2024 financial year and presentation of the reports of the statutory auditor (commissaire aux comptes) on the annual accounts for the 2024 financial year and of the independent auditor (réviseur d´enterprises agréé) on the consolidated financial statement for the 2024 financial year

(non-voting items).

2. AGENDA ITEM (2)

Agenda item: Approval of the Company's annual accounts for the 2024 financial year.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention

3. AGENDA ITEM (3)

Agenda item: Approval of the Company's consolidated financial statements for the 2024 financial year.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention

4. AGENDA ITEM (4)

Agenda item: Approval of the profit allocation.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention

5. AGENDA ITEM (5)

Agenda item: Discharge of the members of the Board.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention

6. AGENDA ITEM (6)

Agenda item: Discharge of the statutory auditor (commissaire aux comptes) – Auren S.à r.l.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention

7. AGENDA ITEM (7)

Agenda item: Discharge of the external auditor (réviseur d´enterprises agréé) – Grant Thornton Audit & Assurance.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention

8. AGENDA ITEM (8)

Agenda item: Approval of the reappointment of Grant Thornton Audit & Assurance as the Company's approved external auditor (reviseur d'enterprises agréé) with respect to the Company's consolidated financial statements for the financial year 2025.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention Vote in the Proxy's
discretion

9. NEW AGENDA ITEMS AND COUNTERPROPOSALS

Insofar as any new agenda items are duly included or counter-proposals are made in relation to existing agenda items of the AGM, the NDR Holder, by its signature to this Form of Proxy and ticking the appropriate box below gives full power of attorney to Equro acting under its sole signature, with full power of substitution, to act in its name and represent it at the AGM and vote as follows (insofar such vote would not conflict with the votes (to be) cast based on the instructions given hereabove):

Equro shall vote for
on such items
Equro shall vote against
on such
items
Equro shall abstain from voting on
such
items
--------------------------------------- ---------------------------------------------- -----------------------------------------------------

AGENDA – PROPOSALS OF RESOLUTIONS AT THE EGM

1. AGENDA ITEM (1)

Agenda item: Share consolidation with respect to all outstanding shares of the Company by means of a 1 for-18 reverse stock split on the Effective Date (as defined below) and to amend article 5 of the articles of association of the Company accordingly.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention

2. AGENDA ITEM (2)

Agenda item: Adjustment, renewal, and extension of the scope of the authorised share capital of the Company, and authorisation of the Board to limit or suppress the preferential subscription rights of existing shareholders and to amend articles 5.2 through 5.9 of the articles of association of the Company accordingly.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention

3. AGENDA ITEM (3)

Agenda item: Approval of the amendment to the articles of association.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention

4. NEW AGENDA ITEMS AND COUNTERPROPOSALS

Insofar as any new agenda items are duly included or counter-proposals are made in relation to existing agenda items of the EGM, the NDR Holder, by its signature to this Form of Proxy and ticking the appropriate box below gives full power of attorney to Equro acting under its sole signature, with full power of substitution, to act in its name and represent it at the EGM and vote as follows (insofar such vote would not conflict with the votes (to be) cast based on the instructions given hereabove):

Equro shall vote for
on such items
Equro shall vote against
on such
items
Equro shall abstain from voting
on
such items

Signature page to the correspondence voting form for the annual and the extraordinary general meeting of Constellation Oil Services Holding S.A. to be held on 19 June 2025.

Name:

Title (if any):

Date: ___ June 2025

___________________________

To be valid, this form of voting instructions must be lodged together with the power of attorney or other authority (if any) under which it is signed at the Equro Issuer Services AS's registered address at Billingstadsjletta 13, 1396, Billingstad, Asker, Norway or electronically to [email protected], no later than 23:59 CEST on 12 June 2025.

Notes:

  1. Any alteration or deletion must be signed or initialled.

  2. A NDR Holder should indicate by marking the box headed either FOR, AGAINST or ABSTAIN with an 'X' to show how he wishes his vote to be cast in respect of each of the resolutions set out in the Convening Notice to the Meetings. Unless so instructed, the proxy will vote or abstain as he thinks fit.

  3. In the case of a legal person (such as a company), this form of proxy should be signed on its behalf by an authorised representative. When submitting this Proxy to Equro Issuer Services AS, you must also send the instrument granting you rights of representation of the legal person.

  4. This form may only be withdrawn up to 12 June 23:59 CEST by contacting Equro Issuer Services AS on the following email [email protected].

PLEASE ONLY USE THIS FORM ONLY IF YOU OR YOUR PROXY INTEND TO PHYSICALLY ATTEND THE GENERAL MEETINGS. If you wish to have your votes recorded without you or your proxy physically attending the general meetings, please fill out the 'NDR Holders – Form of Voting Instructions to Depository Agent (Equro)' form.

Annex 2

NDR Holders - Notice of Attendance and Reverse Power of Attorney

for the purposes of the exercise of your voting rights at:

  • (i) the annual general meeting of the shareholders of the Company, to be held on 19 June 2025 at 10:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the AGM); and
  • (ii) the extraordinary general meeting of the shareholders of the Company, to be held on 19 June 2025, immediately following the AGM, expected to be at 11:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the EGM; together with the AGM, the Meetings).
The undersigned (the NDR
Holder):
----------------- ----------------------
Full name: ________
Place of residence
/ office:
________
Place and date of birth (if applicable): ________
Passport number
(if applicable):
________
Company reg. number (if applicable): ________,
being the holder of
________ sponsored Norwegian
depository receipts ("NDRs") issued by Equro Issuer Services AS, a company
existing and operating under
the laws of Norway, with company registration no. 915 465 544
("Equro") representing
an equal number of
ordinary shares
in registered form
of Constellation Oil Services Holding S.A., a public limited liability
company (société anonyme) organized and existing under the laws of the Grand Duchy of Luxembourg,
having its registered office at 8-10, Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg,
registered with the Luxembourg Trade and Companies Register (Registre de commerce et des Sociétés,
Luxembourg) under number B163424 (the Represented Shares, and the Company, respectively)
hereby
notifies
the Company and Equro of:
Mark "X" near the one
which applies
ONLY IF NDR
Holder is a PHYSICAL PERSON a)
Its/his/her participation and
exercising the voting right in
Constellation Oil Services Holding S.A. at the
Meetings
on
19
June 2025; or
b)
The participation of
Full name:
________
Place of residence / office:
________
Place and date of birth (if applicable):
________
Passport number (if applicable):
________
Company reg. number (if applicable):
________,
as my proxy and to attend and vote for me on my behalf at the Meetings of the
Company to be held on 19
June 2025
and at any adjournment thereof.
See Note 3.

and on the basis thereof, instructs Equro as the registered holder of the Represented Shares in the shareholders' register of the Company, to countersign this Notice of Attendance and Reverse Power of Attorney, thereby empowering the person denoted under a) or b) hereabove as the case may be (the Proxy), to represent Equro at the Meetings with respect to the Represented Shares in accordance with the voting instructions and pursuant to the terms and conditions set out in the annex hereto.

The Proxy shall be required to present their passport and proof of authorisation (if applicable) in order to be admitted to the Meetings and their vote(s) taken into considerations. The particulars set out hereabove must match with those set out on the passport and proof of authorisation (if applicable).

Insofar NDR Holder does not complete the voting instructions set out in the annex hereto (but otherwise duly completes this form and provides any corresponding documentation), the Proxy shall be authorized the vote in its discretion on all agenda items and proposed resolutions, including for avoidance of doubt any new agenda items or counterproposals duly proposed.

ANNEX (REVERSE POWER OF ATTORNEY)

for the purposes of the exercise of the voting rights stemming from the Represented Shares at:

  • (iii) the annual general meeting of the shareholders of the Company, to be held on 19 June 2025 at 10:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the AGM); and
  • (iv) the extraordinary general meeting of the shareholders of the Company, to be held on 19 June 2025, immediately following the AGM, expected to be at 11:00 CEST, at the registered office of the Company, being 8-10, Avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg (the EGM; together with the AGM, the Meetings).

Equro, being the holder of the Represented Shares, hereby states that it:

  • (i) does not wish to attend in person the Meetings having on its agenda the items set out at the end of this form and the corresponding convening notice; and
  • (ii) wishes to appoint the Proxy to vote in its name and on its behalf at the Meetings in accordance with the terms of this power of attorney with respect to the Represented Shares.

Equro further states that it wishes the Proxy to cast its vote at the Meetings on the proposals of resolutions made by the directors of the Company on the agenda items, by ticking the appropriate box set forth next to each agenda item at the end of this power of attorney.

The omission to tick any boxes with respect to an agenda item shall be considered as empowerment to the Proxy to vote in its discretion with respect to such agenda item (and proposed resolution).

The proposed resolutions and/or voting items are set out in the Explanatory Note and Proposed Resolutions, which shall constitute part of the present form. It is understood that capitalised terms used and not otherwise defined in this power of attorney shall have the respective meaning given to them under the convening notice to the AGM and EGM and shall be given substantially the same meaning under the resolutions of the Meetings.

Equro, by its signature to this power of attorney gives full power of attorney to the Proxy acting under his/her sole signature, with full power of substitution, to act in its name and represent it at the Meetings and vote in accordance with the instructions contained in this power of attorney.

The Proxy shall be required to present their passport and proof of authorisation (if applicable) in order to be admitted to the Meetings and their vote(s) taken into considerations. The particulars set out hereabove must match with those set out on the passport and proof of authorisation (if applicable).

This power of attorney is effective as of the date of its execution and shall remain effective up to (and including) to 15 August 2025.

Equro authorises the Proxy to sign all documents and do all acts necessary or useful in connection with or in respect of the performance of this power of attorney, even though not indicated, undertaking to ratify and confirm such acts and signatures if required.

Equro undertakes to fully indemnify the Proxy against all reasonable claims, losses, costs, expenses, damages or liability, which the Proxy may sustain or incur as a result of any action taken by the latter in good faith pursuant to this power of attorney, including any reasonable costs incurred in enforcing this power of attorney.

This power of attorney is governed by and shall be construed in accordance with the laws of the Grand-Duchy of Luxembourg. The courts of the district of the city of Luxembourg shall have exclusive jurisdiction to hear any dispute or controversy arising out of or in connection with this power of attorney.

This power of attorney must identify the signatory(ies) of this power of attorney and should be read in conjunction with the convening notice to the Meetings.

For Equro: Unless extended at the discretion of the bureau of the Meetings, only powers of attorney received by 16 June 2025 at 23:59 CEST shall be accepted as valid votes and taken into account in calculating the quorum and majority for the Meetings.

AGENDA – PROPOSALS OF RESOLUTIONS AT THE AGM

1. AGENDA ITEM (1)

Agenda item : Report from the board of directors of the Company on the annual accounts and the consolidated financial statements for the 2024 financial year and presentation of the reports of the statutory auditor (commissaire aux comptes) on the annual accounts for the 2024 financial year and of the independent auditor (réviseur d´enterprises agréé) on the consolidated financial statement for the 2024 financial year

(non-voting items).

2. AGENDA ITEM (2)

Agenda item: Approval of the Company's annual accounts for the 2024 financial year.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention Vote in the Proxy's
discretion

3. AGENDA ITEM (3)

Agenda item: Approval of the Company's consolidated financial statements for the 2024 financial year. For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention Vote in the Proxy's
discretion

4. AGENDA ITEM (4)

Agenda item: Approval of the profit allocation.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention Vote in the Proxy's
discretion

5. AGENDA ITEM (5)

Agenda item: Discharge of the members of the Board.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention Vote in the Proxy's
discretion

6. AGENDA ITEM (6)

Agenda item: Discharge of the statutory auditor (commissaire aux comptes) – Auren S.à r.l.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote in the Proxy's
Vote for
Vote against
Abstention
discretion

7. AGENDA ITEM (7)

Agenda item: Discharge of the external auditor (réviseur d´enterprises agréé) – Grant Thornton Audit & Assurance.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention Vote in the Proxy's
discretion

8. AGENDA ITEM (8)

Agenda item: Approval of the reappointment of Grant Thornton Audit & Assurance as the Company's approved external auditor (reviseur d'enterprises agréé) with respect to the Company's consolidated financial statements for the financial year 2025.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention Vote in the Proxy's
discretion

9. NEW AGENDA ITEMS AND COUNTERPROPOSALS

Insofar as any new agenda items are duly included or counter-proposals are made in relation to existing

agenda items of the AGM, the Shareholder authorises the Proxy to vote as follows (insofar such vote would not conflict with the votes (to be) cast based on the instructions given hereabove)

Proxy shall vote for on
such items
Proxy shall vote against on
such items
Proxy shall abstain from
voting on such items
Proxy shall vote in the
Proxy's discretion on such
items

AGENDA – PROPOSALS OF RESOLUTIONS AT THE EGM

1. AGENDA ITEM (1)

Agenda item: Share consolidation with respect to all outstanding shares of the Company by means of a 1 for-18 reverse stock split on the Effective Date (as defined below) and to amend article 5 of the articles of association of the Company accordingly.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention Vote in the Proxy's
discretion

2. AGENDA ITEM (2)

Agenda item: Adjustment, renewal, and extension of the scope of the authorised share capital of the Company, and authorisation of the Board to limit or suppress the preferential subscription rights of existing shareholders and to amend articles 5.2 through 5.9 of the articles of association of the Company accordingly.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention Vote in the Proxy's
discretion

3. AGENDA ITEM (3)

Agenda item: Approval of the amendment to the articles of association.

For the proposed resolution please refer to Explanatory Note and Proposed Resolutions.

Vote for Vote against Abstention Vote in the Proxy's
discretion

4. NEW AGENDA ITEMS AND COUNTERPROPOSALS

Insofar as any new agenda items are duly included or counter-proposals are made in relation to existing agenda items of the EGM, the Shareholder authorises the Proxy to vote as follows (insofar such vote would not conflict with the votes (to be) cast based on the instructions given hereabove)

Proxy shall vote for on
such items
Proxy shall vote against on
such items
Proxy shall abstain from
voting on such items
Proxy shall vote in the
Proxy's discretion on such
items

SIGNATURE PAGE FOR NDR HOLDER

___________________________

Name:

Title (if any):

Date: ___ June 2025

To be valid, this notice of attendance must be lodged together with the power of attorney or other authority (if any) under which it is signed at the Equro Issuer Services AS's registered address at Billingstadsjletta 13, 1396, Billingstad, Asker, Norway or electronically to [email protected], no later than 23:59 CEST on 12 June 2025.

SIGNATURE PAGE FOR DEPOSITORY AGENT (EQURO)

Note to NDR Holders: please do not sign here. This signature page will be completed by the Depository Agent (Equro) after you deliver the duly completed form. The copy of the fully completed and signed form will be then sent back to you as well as directly to the Company.

Equro Issuer Services AS

___________________________

Name:

Title (if any):

Date: ___ June 2025

To be completed and signed by Equro – by countersigning this notice of attendance form, Equro empowers the Proxy to act pursuant to the terms and conditions of the reverse power of attorney and the voting instructions contained therein, as set out in the annex to this notice of attendance form.

Notes:

  1. Any alteration or deletion must be signed or initialled.

  2. A NDR Holder should indicate by marking the box headed either FOR, AGAINST, ABSTAIN or VOTE IN THE PROXY'S DISCRETION with an 'X' to show how the Proxy should be empowered to vote in respect of each of the resolutions set out in the Convening Notice to the Meetings and the Explanatory Note and Proposed Resolutions. Insofar as the NDR Holder fails to mark any box but otherwise duly completes these instructions, Equro shall empower the Proxy to vote in its discretion.

  3. In the case of a legal person (such as a company), this Notice of Attendance should be signed on its behalf by an authorised representative. When submitting this Notice of Attendance to Equro Issuer Services AS, you must also send the instrument granting you rights of representation of the legal person.

  4. Upon delivering a duly completed NDR Holders – Notice of Attendance and Reverse Power of Attorney, the Depository Agent will send the copy of the countersigned document to the NDR Holder (to its sending address, whether it be post or e-mail) and to the Company no later than by 16 June 2025 at 23:59 CEST. For avoidance of doubt, the NDR Holder will not be required to re-forward the countersigned copy of the Notice of Attendance and Reverse Power of Attorney to the Company and will be admitted to the Meetings even if it has failed to receive the countersigned copy in time, provided the Depository Agent has sent it to the Company by no later than by 16 June 2025 at 23:59 CEST.

  5. To be valid, this notice of attendance must be lodged at the Equro Issuer Services AS's registered address at Billingstadsjletta 13, 1396, Billingstad, Asker, Norway or electronically to [email protected] together with the power of attorney or other authority (if any) under which it is signed, no later than 23:59 CEST on [12 June].

  6. This form may only be withdrawn up to 12 June 23:59 CEST by contacting Equro Issuer Services AS on the following email [email protected].

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