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S.D. Standard ETC

Pre-Annual General Meeting Information May 20, 2025

9921_agm-r_2025-05-20_852bc089-45c9-4941-a9d7-93caf2131fa8.pdf

Pre-Annual General Meeting Information

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To the Shareholders of S.D. Standard ETC PLC

Limassol, 19 May 2025

S.D. STANDARD ETC PLC VOTING AT THE ANNUAL GENERAL MEETING TO BE HELD ON 11 JUNE 2025

Attached please find a copy of the Notice of Annual General Meeting issued by S.D. Standard Etc Plc (the "Company") and addressed to the members of the Company on 19 May 2025, as well as a proxy form you may use in case that you want to cast your votes on the issues set forth in the above referred notice.

You are encouraged to specify your votes by marking the appropriate boxes on the enclosed proxy form. When properly executed, the proxy will be voted in the manner directed therein. If you sign and return your proxy without marking any appropriate boxes, the Chairman of the Meeting, or failing him, any individual duly appointed by the Chairman of the Meeting, will as true and lawful agent and proxy for your vote, will cast your vote in favour on all items on the agenda for the Meeting.

Your proxy has to be received by the Company not later than 9th of June 2025, 11:00 a.m. Eastern European Time. The address which must be used for sending the proxy is Chrysanthou Mylona 1, Panayides Building, 2nd Floor, Office 3, 3030 Limassol, Cyprus. Alternatively, you can send the proxy by facsimile to (+357) 25 875475 or via email at [email protected] within the aforementioned date and time.

By order of the Board

LFO SECRETARIAL LIMITHT

Alfo Secretarial Limited Secretary

NOTICE OF THE ANNUAL GENERAL MEETING OF S.D. STANDARD ETC PLC

Notice is hereby given that the Annual General Meeting of S.D. STANDARD ETC PLC (the "Company") will be held at 276 Arch. Makariou III Ave., Lara Court, 3105, Limassol, Cyprus on 11 June 2025 at 11:00 a.m. (EET), for the following purposes:

Ordinary Business

  1. To receive and consider the Management's Report of the Company for the year ended 31 December 2024.

Proposed Resolution:

"That the Management's Report for the year ended 31 December 2024 be and is hereby approved and adopted."

  1. To receive and consider the Auditors' Report on the audited financial statements of the year ended 31 December 2024.

Proposed Resolution:

"That the Auditors' Report on the audited financial statements of the Company for the year ended 31 December 2024 be and is hereby approved and adopted."

  1. To receive and consider the audited financial statements of the year ended 31 December 2024.

Proposed Resolution:

"That the audited financial statements of the Company for the year ended 31 December 2024 be and are hereby approved and adopted."

Mr. Martin Nes, who is subject to rotation in accordance with the relevant provisions of the Company's Articles of Association does not offer himself for re-election. Following careful consideration, the Nomination Committee recommends to not propose a replacement for Mr. Martin Nes at this time. The Nomination Committee and the remaining two directors of the Company will however monitor when and if it will be appropriate to propose a new candidate for appointment at a later stage.

Proposed Resolution:

"That the decision of Mr. Martin Nes, who is subject to rotation in accordance with the relevant provisions of the Company's Articles of Association, not to offer himself for re-election be and is hereby acknowledged and that the recommendation of the Nomination Committee not to fill in at this stage the vacancy emanating from the resignation of Mr. Martin Nes, be and is hereby approved and confirmed."

  1. To consider and approve the remuneration to be granted to the directors of the Company and the Chairs and Members of the Board Committees and the Nomination Committee, as proposed by the Nomination Committee below:

Proposed Resolution:

"That the remuneration to be granted to the directors of the Company and the Chairs and Members of the Board Committees, as set out in the Nomination Committee proposal, be and is hereby approved and adopted."

  1. To hold an advisory vote on the remuneration report prepared by the Board of Directors and the management team of the Company outlining the remuneration of the aforementioned persons for the year ended 31 December 2024.

Proposed Resolution:

"That the report prepared by the Board of Directors outlining the remuneration of the Board of Directors and the management team of the Company for the year ended 31 December 2024, be and is hereby approved and adopted."

  1. To approve the auditors' remuneration for the year ended 31 December 2024.

Proposed Resolution:

"That the auditors' remuneration for the year ended 31 December 2024, amounting to €40.000 be and is hereby approved."

  1. To re - appoint the auditors of the Company Messrs PriceWaterhouseCoopers Limited who will continue in office for the year 2025 and until the conclusion of the next Annual General Meeting, and to authorize the Board of Directors to fix their remuneration for the year 2025 at a later stage.

Proposed Resolution:

"That Messrs PricewaterhouseCoopers Limited, be and are hereby appointed as the auditors of the Company for the year 2025 and until the conclusion of the next Annual General Meeting and that the Board of directors be and are hereby authorized to fix their remuneration at a later stage."

Special Business

1. Waiver of Pre-emptive Rights

That after taking into consideration the Report of the Board of Directors of the Company explaining the reasons for proposing a resolution for the waiving of the pre-emption rights afforded pursuant to section 60B(5) of Companies Law Cap.113, to approve the following resolution.

Proposed Special Resolution:

"That the pre-emption rights granted to the existing shareholders of the Company in relation to any new shares to be issued for any future public offering(s) and/or private placement(s) and/or allotment to the existing shareholders and new investors and/or conversion(s) of any convertible bonds issued by and/or convertible loans granted to the Company, pursuant to section 60B of the Companies Law

Cap. 113, for an indicative price range in United States Dollars equivalent to NOK0,20 - NOK5,00 per share, provided that no issue shall be for a price below the nominal value of the shares, be and are hereby waived and be valid until the Annual General Meeting of the Company of the year 2025."

  1. Future Allotment of Shares

Proposed Ordinary Resolution:

"That the Board of Directors be and is hereby generally authorized and empowered to issue and allot new shares to the existing shareholders and/or new investors and/or convertible bondholders and/or convertible lenders up to the limit of the authorized share capital as it stands on the day of such new issue, for an indicative price range in United States Dollars equivalent to NOK0,20 - NOK5,00 per share and provided that no issue shall be for a price below the nominal value of the shares, no later than the Annual General Meeting of the Company of the year 2026."

  1. Purchase of Own Shares

Proposed Special Resolution:

"That the Board of Directors be and is hereby authorized and empowered to proceed with the purchase of the Company's own shares, as prescribed by the relevant provisions of article 57A of the Companies Law, within a time period of twelve months from the date of approval of this resolution and subject to the following terms:

  • a. That the maximum number of shares to be acquired shall not exceed at any time ten per cent (10%) of the subscribed capital;
  • b. That the acquisition price shall be between NOK 0,20 to NOK 5,00 per ordinary share;
  • c. That such shares shall be held for a period not exceeding two years."

By order of the Board

U SECRETARIAL LIMITE

Alfo Sectetarial Limited Secretary

Limassol, 19 May 2025

NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING

  • · A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in hisher stead. A proxy need not be a member of the company. The instrument appointing a proxy needs to be deposited at the registered office of the company not later than 48 hours before the time fixed for the holding of the meeting. If no mark is placed by a member at the proposed resolution on the proxy, then it shall be deemed as an authorization for the proxy to give his/her affirmative vote for this resolution.
  • · A member entitled to attend and vote at the meeting may ask any questions he deems necessary related to the proposed resolutions, and he is entitled to receive answers on his questions provided such questions and answers will not interfere with the proper procedure of the General Meeting and will not jeopardise the business interests of the Company and its confidential information.
  • · At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:
    • by the chairman; or (a)
    • (b) by at least three members present in person or by proxy; or
    • (c) by any member or members present in person or by proxy and representing not less than onetenth of the total voting rights of all the members having the right to vote at the meeting;
    • (d) by a member or members holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.
  • · Member or members holding together at least 5% of the issued share capital of the Company and wishing to add any subject for discussion at the Annual General Meeting or propose any resolution may do so by sending a written request to that effect by email at [email protected] . Such request must be received by the Company the latest 42 days before the next General Meeting or for the purposes of the present General Meeting within 5 days of receipt of the present notice.
  • · The present notice and all related documents can be found at the following internet address: www.standard-etc.com
  • · The present notice is addressed to all the registered shareholders of the Company as at the 19th day of May 2025.
  • · As of the date of this notice, the Company has issued 524.482.901 shares, each of which represents one vote. The shares also have equal rights in all other respects. For the purpose of this Annual General Meeting, the record date shall be the 6th of June 2025; only those members who are registered shareholders on that date have the right to participate and vote at the meeting.

PROXY

S.D. STANDARD ETC PLC (the "Company") Proxy Solicited for the Annual General Meeting to be held on 11 JUNE 2025

The undersigned hereby authorises and appoints the Chairman of the Meeting, or failing him, any individual duly appointed by the Chairman of the Meeting, to represent him/her at the Annual General Meeting of the shareholders of the Company to be held at 276 Arch. Makariou III Ave., Lara Court, 3105, Limassol, Cyprus on 11 June 2025 at 11:00 a.m. (EET), for the purposes set forth below and in the Notice of Annual General Meeting issued by the Company on 19 May 2025.

X

Please mark your votes as in this example.

ORDINARY BUSINESS
Item Proposed Ordinary Resolutions FOR AGAINST ABSTAIN
1. "That the Management's Report for the year ended 31 December 2024
be and is hereby approved and adopted."
2. "That the Auditors' Report on the audited financial statements of the
Company for the year ended 31 December 2024 be and is hereby
approved and adopted."
3. "That the audited financial statements of the Company for the year
ended 31 December 2024 be and are hereby approved and adopted."
4. "That the decision of Mr. Martin Nes, who is subject to rotation in
accordance with the relevant provisions of the Company's Articles of
Association, not to offer himself for re-election be and is hereby
acknowledged and that the recommendation of the Nomination
Committee not to fill in at this stage the vacancy emanating from the
resignation of Mr. Martin Nes, be and is hereby approved and
confirmed."
5. "That the remuneration to be granted to the directors of the Company
and the Chairs and Members of the Board Committees, as set out in the
Nomination Committee proposal, be and is hereby approved and
adopted."
6. "That the report prepared by the Board of Directors outlining the
remuneration of the Board of Directors and the management team of the
Company for the year ended 31 December 2024, be and is hereby
approved and adopted."
7. "That the auditors' remuneration for the year ended 31 December 2024,
amounting to €40.000 be and is hereby approved."
8. "That Messrs PricewaterhouseCoopers Limited be and are hereby
appointed as the auditors of the Company for the year 2025 and until the
conclusion of the next Annual General Meeting and that the Board of
Directors be and are hereby authorized to fix their remuneration at a later
stage."
SPECIAL BUSINESS
Item Proposed Resolutions FOR AGAINST ABSTAIN
1. Waiver of Pre-emptive Rights
Proposed Special Resolution:
"That the pre-emption rights granted to the existing shareholders of the
Company in relation to any new shares to be issued for any future public
offering(s) and/or private placement(s) and/or allotment to the existing
shareholders and new investors and/or conversion(s) of any convertible
bonds issued by and/or convertible loans granted to the Company,
pursuant to section 60B of the Companies Law Cap. 113, for an indicative
price range in United States Dollars equivalent to NOK0,20 - NOK5,00 per
share, provided that no issue shall be for a price below the nominal value
of the shares, be and are hereby waived and be valid until the Annual
General Meeting of the Company of the year 2026."
2. Future Allotment of Shares
Proposed Ordinary Resolution:
"That the Board of Directors be and is hereby generally authorized and
empowered to issue and allot new shares to the existing shareholders
and/or new investors and/or convertible bondholders and/or convertible
lenders up to the limit of the authorized share capital as it stands on the
day of such new issue, for an indicative price range in United States
Dollars equivalent to NOK0,20 - NOK5,00 per share and provided that no
issue shall be for a price below the nominal value of the shares, no later
than the Annual General Meeting of the Company of the year 2026."
3. Purchase of Own Shares
Proposed Special Resolution:
"That the Board of Directors be and is hereby authorized and empowered
to proceed with the purchase of the Company's own shares, as prescribed
by the relevant provisions of article 57A of the Companies Law, within a
time period of twelve months from the date of approval of this resolution
and subject to the following terms:
(a) That the maximum number of shares to be acquired shall not
exceed at any time ten per cent (10%) of the subscribed capital;
(b) That the acquisition price shall be between NOK 0,20 to NOK
5,00 per ordinary share;
(c) That such shares shall be held for a period not exceeding two
years."

Signature(s) _________________________________________________________________________________________________________________________________________________________________

Note: Please sign exactly as name appears above, joint owners should each sign. When signing as attorney, executor, administrator or guardian, please give full title as such.

Name of shareholder in block letters: _

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