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EGM - Notice of the annual general meeting on 10 June 2025 - Attachment: WEB_ENG_Desesrt_Control_Notice_of_AGM.pdf

Company: Desert Control AS Date: 2025-05-27 Language: English Register to download
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# **Invitation to the annual general meeting of Desert Control AS**

Date: 10 June 2025 Time: 17:00 CEST

Notice is hereby served that the annual general meeting of Desert Control AS, (the "**Company**") will be held on 10 June 2025 at 17:00 hours.

The board of directors has decided that the annual general meeting for 2025 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 included with the notice of meeting and also published at [https://www.desertcontrol.com/.](https://www.desertcontrol.com/) 

The general meeting will be opened by the chairperson of the board of directors, Lars R. Eismark, 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<br>person to co-sign the minutes | 6.  | Election of board members                                                                           |  |
|----|----------------------------------------------------------------------------------|-----|-----------------------------------------------------------------------------------------------------|--|
|    |                                                                                  | 7.  | Board authorisation to increase the share<br>capital in relation to future capital raises           |  |
| 2. | Approval of the notice and the agenda                                            |     |                                                                                                     |  |
| 3. | Approval of the Annual Report and Financial<br>Statements for 2024               | 8.  | Board authorisation to increase the share<br>capital in relation to an employee incentive<br>scheme |  |
| 4. | Auditor's remuneration                                                           |     |                                                                                                     |  |
| 5. | Remuneration to board members                                                    | 9.  | Board authorisation to acquire own shares                                                           |  |
|    |                                                                                  | 10. | Amendment of the articles of association                                                            |  |

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 the Norwegian Central Securities Depositor (Norwegian, verdipapirsentralen, the "**VPS**") Investortjenester or via ordinary post to SpareBank 1 Sør-Norge ASA, Drift Verdipapirtjenester. The form should be received no later than 5 June 2025 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/.](https://www.desertcontrol.com/) 

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 53 747 977 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.

Only those who are shareholders in the Company five business days before the general meeting, i.e., on 2 June 2025, ("**Record Date**"), are entitled to attend and vote at the general meeting, cf. Section 4-4 of the Norwegian Private Limited Companies Act, cf. the Norwegian Public Limited Companies Act section 5-2. A shareholder who wishes to attend and vote at the general meeting must be registered in the shareholder register (VPS) on the Record Date or have reported and documented an acquisition as per the Record Date. Shares that are acquired after the Record Date do not entitle the holder to attend and vote at the general meeting.

According to the Norwegian Private Limited Liability Companies Act Section 1-7 (3), cf. the Norwegian Public Liability Companies Act section 1-8 as well as regulations on intermediaries covered by the Central Securities Act Section 4-5 and related implementing regulations, notice to shareholders who hold their shares on a nominee account is sent to the relevant nominees who pass on the notice to the shareholders for whom they hold shares. Shareholders must communicate with their nominees, who is responsible for conveying votes and enrolment. Nominees must according to Section 4-4 of the Norwegian Private Limited Liability Companies Act, cf. the Norwegian Public Limited Liability Companies Act Section 5-3 register this with the Company no later than 2 business days before the general meeting.

Shareholders are encouraged to register attendance, proxy or instructions within 5 June 2025 at 16:00 hours CEST in accordance with the instruction set out in the form attached as Appendix 1.

Shareholders that are prevented from attending may authorize the chairperson of the board (or whomever it designates) or another person to vote for their shares. Proxies may be registered by completing and submitting the proxy form attached as Appendix 1 in accordance with the instructions set out in the form.

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

Sandnes, 27 May 2025 On behalf of the board of directors of Desert Control AS

Sincerely,

Lars R. Eismark Chairperson of the Board of Directors, Desert Control AS

Appendix:

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

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

4. Revised articles of association

![](_page_1_Picture_20.jpeg)

APPENDIX 1

# **Ref no: PIN-code:**

### **Notice of annual general meeting**

Meeting in Desert Control AS will be held on 10 June 2025 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: 2 June 2025

### *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://dnb.lumiagm.com/108919390>*

*You must identify yourself using the reference number and PIN code from ESO 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 Sør-Norge ASA, Drift Verdipapirservice by phone +47 468 27 650 (8:00-a.m. to 3:30 p.m. ) or by e-mail [dvt@sr-bank.no](mailto:dvt@sr-bank.no).* 

*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 5 June 2025 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 ESO Investor Services chose *Corporate Actions - General Meeting – ISIN.* Investor Services can be accessed either through<https://investor.vps.no/garm/auth/login> or your account operator*.*

Alternatively you may send this form by e-mail to [dvt@sr-bank.no, or](mailto:dvt@sr-bank.no) by regular Mail to SpareBank 1 Sør-Norge ASA, Drift Verdipapirtjenester, P.O. Box 250, 4068 Stavanger, Norway. The proxy should be received no later than **5 June 2025 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** [dvt@sr-bank.no](mailto:dvt@sr-bank.no) **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 10 June 2025.

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

![](_page_2_Picture_30.jpeg)

# **Ref no: PIN-code:**

### **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 authorized 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 [dvt@sr-bank.no](mailto:dvt@sr-bank.no) (scanned form) or by regular Mail to SpareBank 1 Sør-Norge ASA, Drift Verdipapirtjenester, P.O. Box 250, 4068 Stavanger, Norway. The form should be received no later than **5 June 2025 at 16:00 CEST.**

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

### **The undersigned:** \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

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 10 June 2025.

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 annual general meeting 2025                                                        |   |     | Abstention |
|-----------------------------------------------------------------------------------------------|---|-----|------------|
| Election of a chairperson of the meeting and a person to co-sign the minutes                  |  |    |           |
| Approval of the notice and the agenda                                                         |  |    |           |
| Approval of the Annual Report and Financial Statements for 2024                               |  |    |           |
| Auditor's remuneration                                                                        |  |    |           |
| Remuneration to board members                                                                 |  |    |           |
| Election of board members                                                                     |  |    |           |
| Board authorization to increase the share capital in relation to future capital raises        |  |    |           |
| Board authorization to increase the share capital in relation to an employee incentive scheme |  |    |           |
| Board authorization to acquire own shares                                                     |  |    |           |
| Amendment of the articles of association                                                      |  |    |           |
|                                                                                               |   | For | Against    |

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

![](_page_3_Picture_12.jpeg)

# **GUIDE FOR ONLINE PARTICIPATION DESERT CONTROL AS 10 JUNE 2025**

**Desert Control AS will hold an annual general meeting on 10 June 2025 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.**

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, and shareholders **must be logged in before the general meeting starts**. Log ins after meeting has started will receive access, but with no voting rights.

**Shareholder who do not find their reference number and PIN code for access, or have other technical questions is welcome to call DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30)**

# **HOW TO ACCESS THE ONLINE GENERAL MEETING**

To be able to participate online, you must go to the following website: <https://dnb.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: 108-919-390 and click **Join**:

Alternatively put direct link in your browser <https://dnb.lumiagm.com/108919390>

You must then identify yourself with.

**a) Ref. number from VPS for the general meeting**

**b) PIN code from VPS for general meeting**

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. If you for some reason log off, just log in again following steps above.**

![](_page_4_Picture_16.jpeg)

# **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://investor.vps.no/garm/auth/login> 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 exercise their voting rights through their custodian. 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

override the choice on items one by one if desired.

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

To change your vote, 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.**

| 02-UK 9                  | 15:54<br>Poll Open                                                                                                                                                                 | @ 33% |
|--------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------|
| Split Voting             |                                                                                                                                                                                    |       |
| the chair                | 2. Valg av møteleder og person til å<br>medundertegne protokollen /<br>Election of person to chair the<br>meeting and election of a person to<br>co-sign the minutes together with |       |
| Select a choice to send. |                                                                                                                                                                                    |       |
| For / For                |                                                                                                                                                                                    |       |
| Mot / Against            |                                                                                                                                                                                    |       |
| Avstår / Abstain         |                                                                                                                                                                                    |       |
| Cancel                   |                                                                                                                                                                                    |       |

### **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 10 June 2025**

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

The Board of Directors proposes that Jon Fredrik Johansen, representative of the Company's external legal advisor Advokatfirmaet Selmer AS, 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 27 May 2025, are approved."* 

# **Item 3 Approval of the Annual Report and Financial Statements for 2024**

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

*"The Annual Report and the Financial Statements for 2024 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 2025 to the annual general meeting 2026 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**

The general meeting shall elect a new Board of Directors. The Board of Directors proposes that the general meeting elect Lars Raunholt Eismark as the chairperson, and that the remaining board members be re-elected.

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 2026:* 

- *Lars Raunholt Eismark (Chairperson)*
- *Marit Røed Ødegaard*
- *Maryne Lemvik"*

![](_page_6_Picture_24.jpeg)

# **Item 7 Board authorization to increase the share capital in relation to future capital raises**

At the annual general meeting on 20 June 2024, the Board of Directors was granted a board authorisation to increase the share capital in relation to future capital raises with a duration until the annual general meeting in 2025. 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 with a duration of one year. 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 20% 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 2024, 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 <http://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 10,749,595 shares with a nominal value of NOK 0.003. The total amount by which the share capital may be increased is NOK 32,248.785.*
- *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 2026, however at the latest until 30 June 2026.*
- *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 authorization to increase the share capital in relation to an employee incentive scheme**

At the annual general meeting on 20 June 2024, 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 2025. 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 for incentive programs.

The Board of Directors therefore proposes that the general meeting authorizes the Board of Directors to increase the share capital for the specified purposes that implies an access to issue up to 2,687,398 new shares in the Company.

![](_page_7_Picture_18.jpeg)

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 2024, 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 an](http://www.newsweb.no)d 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 2,687,398 shares with a nominal value of NOK 0.003. The total amount by which the share capital may be increased is NOK 8,062.194.*
- *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 2026, however no later than 30 June 2026.*
- *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 9 Board authorization to acquire own shares**

At the annual general meeting on 20 June 2024, 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 2025. 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 2024, reference is made to the financial statements and to stock exchange notifications published under the Company's ticker symbol on the Oslo Stock

![](_page_8_Picture_17.jpeg)

Exchange's news service <http://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:

*"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 16,124.391. 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.*
- *3. This authorisation is valid until the ordinary general meeting in 2026, however no later than 30 June 2026.*
- *4. 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."*

# **Item 10 Amendment of the articles of association**

The Company's board of directors has consisted of five members after the annual general meeting in 2024, and is reduced with James Thomas taking the role as CEO of the Company. The board of directors believes it is expedient for Desert Control to be able to have an efficient board and has not proposed the addition of any new members. The articles of association of the Company sets out that the board shall consist of five to seven members and has to be amended to accommodate a smaller board. It is proposed that the board of directors of Desert Control may consist of three to five members.

The board of directors proposes that the general meeting makes the following resolution:

*The articles of association section 5 is amended to read:*

*"The company's board of directors shall consist of three to five members. The board is elected for one year at a time."* 

\*\*\*

![](_page_9_Picture_13.jpeg)

# **Vedtekter / Articles of Association** for **Desert Control AS**

| Offisiell utgave (Norsk)                                                                                                                                                                                                                                                                                                                                                         | The English language version of this document is an office<br>translation of the original Norwegian text. In case of<br>discrepancies, the Norwegian text shall prevail.                                                                                                                                                                                                            |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| VEDTEKTER                                                                                                                                                                                                                                                                                                                                                                        | ARTICLES OF ASSOCIATION                                                                                                                                                                                                                                                                                                                                                             |
| (vedtatt ved generalforsamling 10. juni 2025)                                                                                                                                                                                                                                                                                                                                    | (adopted by the general meeting on 10 June 2025)                                                                                                                                                                                                                                                                                                                                    |
| § 1 Foretaksnavn<br>Selskapets foretaksnavn er Desert Control AS.                                                                                                                                                                                                                                                                                                                | § 1 Company Name<br>The Company name is Desert Control AS.                                                                                                                                                                                                                                                                                                                          |
| § 2 Forretningskontor<br>Selskapets forretningskontor er i Sandnes kommune.                                                                                                                                                                                                                                                                                                      | § 2 The Company's registered office<br>The company's registered office is in the municipality of<br>Sandnes.                                                                                                                                                                                                                                                                        |
| § 3 Virksomhet<br>Selskapets virksomhet er å utvikle, produsere, markedsføre<br>og selge produktet «Liquid Natural Clay» (LNC), utstyr og<br>tjenester; direkte og indirekte til en rekke globale<br>markeder; eksempelvis jordbruk, ørkenbekjempelse,<br>bygrøntanlegg, parker, golfbaner, og til industrier som har<br>bruk for LNC. Selskapet kan også kjøpe og selge aksjer. | § 3 Company business<br>The company's business is to develop, manufacture,<br>market and sell Liquid Natural Clay (LNC), equipment and<br>services; directly and indirectly to a variety of global<br>markets; for example, agriculture, desertification, urban<br>green spaces, parks, golf courses, and to industries that<br>need LNC. The company can also buy and sell shares. |
| § 4 Aksjekapital<br>Selskapets aksjekapital er NOK 161 243,931,- fordelt på<br>53 747 977 aksjer, hver pålydende NOK 0,003,-.                                                                                                                                                                                                                                                    | § 4 Share Capital<br>The company's share capital is NOK 161,243.931, divided into<br>53 747 977 shares, each with a nominal value of NOK 0.003.                                                                                                                                                                                                                                     |
| § 5 Selskapets styre<br>Selskapets styre skal består av tre til fem medlemmer. Styret<br>velges for ett år om gangen.                                                                                                                                                                                                                                                            | § 5 Board of directors<br>The company's board of directors shall consist of three to five<br>members. The board is elected for one year at a time.                                                                                                                                                                                                                                  |
| § 6 Aksjenes omsettelighet<br>Selskapets aksjer er fritt omsettelige. Erverv av aksjer er ikke<br>betinget av samtykke fra selskapet, og aksjeeierne har ikke<br>forkjøpsrett ved overdragelse av aksjer.                                                                                                                                                                        | § 6 Negotiability of shares<br>The company's shares are freely negotiable. Acquisition of<br>shares is not subject to consent from the company, and<br>shareholders do not have rights of first refusal upon transfer<br>of shares.                                                                                                                                                 |
| § 7 Verdipapirregister<br>Selskapets aksjer skal være registrert i et verdipapirregister.                                                                                                                                                                                                                                                                                        | § 7 Securities registry<br>The company's shares shall be registered in a securities<br>registry.                                                                                                                                                                                                                                                                                    |
| § 8 Ledelse<br>Selskapets firma tegnes av styrets leder alene eller daglig leder<br>alene.                                                                                                                                                                                                                                                                                       | § 8 Management<br>The chair of the board alone or the chief executive officer<br>alone may sign on behalf of the company.                                                                                                                                                                                                                                                           |
| Styret kan meddele prokura.                                                                                                                                                                                                                                                                                                                                                      | The board may grant powers of procuration.                                                                                                                                                                                                                                                                                                                                          |
| § 9 Utsendelse av dokumenter og forhåndsstemming<br>Dokumenter som gjelder saker som skal behandles på<br>generalforsamlingen trenger ikke sendes til aksjeeierne                                                                                                                                                                                                                | § 9 Distribution of documents and advance voting<br>Documents relating to matters which shall be considered at<br>the general meeting need not be sent to the shareholders if                                                                                                                                                                                                       |

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dersom dokumentene er gjort tilgjengelige for aksjeeierne på selskapets internettsider. Dette gjelder også dokumenter som etter lov skal inntas i eller vedlegges innkallingen til generalforsamlingen.

Aksjeeierne skal kunne avgi sin stemme skriftlig, herunder ved bruk av elektronisk kommunikasjon, i en periode før generalforsamlingen.

# **§ 10 Ordinær generalforsamling**

Selskapets ordinære generalforsamling skal behandle følgende:

1. Godkjennelse av årsregnskapet og årsberetningen, herunder utdeling av utbytte.

2. Styrets erklæring om fastsettelse av lønn og annen godtgjørelse til ledende ansatte.

3. Andre saker som i henhold til lov eller vedtektene hører under generalforsamlingen.

the documents are made available to the shareholders on the company's websites. This also applies for documents which according to law shall be included in or attached to the notice to the general meeting.

Shareholders may submit their votes in writing, including by use of electronic communication, in a period prior to the general meeting.

### **§ 10 Ordinary general meeting**

The company's ordinary general meeting shall consider the following:

1. Approval of the annual accounts and annual report, including distribution of dividend.

2. The board of directors' declaration on stipulation of salaries and remuneration for executive employees.

3. Other matters which according to law or articles of association shall be dealt with by the general meeting.

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