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Nordic Technology Group AS

Proxy Solicitation & Information Statement Jun 13, 2025

3681_rns_2025-06-13_02892bfe-ad35-44ad-92e9-f0de1f091243.pdf

Proxy Solicitation & Information Statement

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Vedlegg 2 / Appendix 2 – Proxy form

As the owner of _______ shares in Nordic Technology Group AS I/we hereby appoint

  • The chairman of the board of directors
  • ________________________ (insert name)

as my/our proxy to represent and vote for my/our shares at the extraordinary general meeting of Nordic Technology Group AS to be held on 25 June 2025 at 16.00 (CEST).

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

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

Voting instructions:

Resolution Vote for Vote
against
Abstain
1 - Election of a chairperson and a person to co-sign the minutes
2 - Approval of notice of meeting and agenda
3 – Private Placement and subsequent offering
3.1 – Background
3.2 – Share capital increase related to cash portion
3.3 – Share capital increase related to debt conversion
3.4 – Board authorisation to resolve share capital increase – guarantee
shares
3.5 – Board authorisation to resolve share capital increase – Repair offering

If voting instructions are given the following applies:

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

Name: ________________________ (block letters)

Place/date: ________________________

*If the proxy is given on behalf of a company or other legal entity, relevant evidence of authority must be attached to evidence that the person signing the proxy form is properly authorized.

Vedlegg 3 / Appendix 3 - Attendance slip

ATTENDANCE SLIP – ANNUAL GENERAL MEETING

The undersigned shareholder will attend Nordic Technology Group AS's Extraordinary General Meeting to be held on 25 June 2025 at 16.00 CEST) and cast vote for

own shares, and
other shares according to power(s) ofattorney.
In total: shares.
It is kindly requested that the attendance slip is returned to the Company no later than 23 June 2025 at 16:00 (CEST).
AS, Tollbugata 24, 0157 Oslo. Attendance slip should preferably be sent on e-mail to [email protected], alternatively by post to Nordic Technology Group
Place, date: ,
Shareholder: (in block letters)
E-mail: ________
Phone: ________
Signature:

If the attending shareholder is a legal entity, a power of attorney should be signed by the legal entity's legal representative that authorizes the person to attend unless the authorized representative attends.

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