Omda AS — Proxy Solicitation & Information Statement 2026

Apr 9, 2026

Omda

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To the shareholders of Omda AS

NOTICE TO THE ANNUAL GENERAL MEETING 2026

28th of APRIL 2026 at 2 PM (local time Norway)

Omda AS ("Omda" or the "Company") annual general meeting will be held at the Company's offices in Drammensveien 288 in Oslo.

Omda AS strongly encourages its shareholders to use the opportunity to submit a power of attorney, as described in the notice.

Only those who are shareholders in the Company five working days prior to the general meeting, i.e. 21st of April 2026 (the Record Date) is entitled to meet and vote at the general meeting.

Shareholders who intend to participate and vote at the general meeting must be recorded in the shareholder register of the Company in the Central Securities Depository Euronext VPS (VPS) or proven their shareholding on the Record Date.

Holders of shares managed by nominees, who wish to participate and vote at the general meeting, must notify the Company of this no later than 24th of April, two business days before the annual general meeting. This notification must be sent through the shareholder's nominee or sub-nominee to nis@nordea.com, who is obligated to promptly forward the notification to the Company.

Please also send a notification to nis@nordea.com by 24th of April if you plan to meet on site in Drammensveien 288.

The following matters are on the agenda:

1. OPENING OF THE ANNUAL GENERAL MEETING BY THE CHAIR AND REGISTRATION OF ATTENDING SHAREHOLDERS
2. ELECTION OF PERSON TO CHAIR THE MEETING AND PERSON TO SIGN THE MINUTES
3. APPROVAL OF NOTICE AND THE AGENDA
4. APPROVAL AND ADOPTION OF THE ANNUAL ACCOUNTS AND DIRECTORS' REPORT INCLUDING THE BOARD OF DIRECTORS' PROPOSAL FOR DISTRIBUTION OF DIVIDEND

The board of directors proposes that the general meeting approves and adopts the annual accounts and directors' report for the financial year 2025. The annual accounts,

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the director's report and the auditor's report are available at https://omda.com/omda-investors/. The board of directors proposes that the Company's profit for the financial year 2025 in the amount of KNOK 44,711 shall be transferred to other equity and that there shall be distributed KNOK 10 000 in dividend based on the Company's annual accounts for 2025.

Proposed resolution:

"The general meeting resolved to approve and adopt the annual accounts, directors' report and the auditor's report for the financial year 2025. The general meeting further resolved that the Company's profit for the financial year 2025 in the amount of KNOK 44,711 shall be transferred to other equity, and that the Company shall distribute a dividend of NOK 0.4689916 per share, totalling KNOK 10,000 based on the Company's annual accounts for 2025. The dividend shall be paid to those shareholders who are registered as shareholders of the Company on 28 April 2026."

5. ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS

The nomination and remuneration committee proposes that Marianne Elisabeth Johnsen is elected as chair of the board of directors. Further John Creson and Dora Brink Clausen are proposed to be re-elected as board members. Daniel Forslund and Jonas Strömberg are proposed to be elected as new board members. Please find Appendix 5 for details.

Proposed resolution:

"The general meeting resolved that the Company's board of directors shall consist of the following persons:

• Marianne Elisabeth Johnsen (chair)
• Daniel Forslund (board member)
• John Creson (board member)
• Dora Brink Clausen (board member)
• Jonas Strömberg (board member)

The members of the board of directors are elected until the next annual general meeting of the Company. In addition to the board members elected by the general meeting, Thomas Stenstad (employee representative) and Ilan Eini (deputy employee representative) shall remain as board members until the next election of employee representatives."

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6. ELECTION OF MEMBERS TO THE NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee proposes that Brian Nelson is elected as Chair of the Nomination and Remuneration Committee, and that Camilla Huse Bondesson is proposed re-elected as a member. Hans Erik Robbestad, Joakim Aske and Christian Solberg are proposed as new members. Please find Appendix 5 for details.

Proposed resolution:

"The Company's nomination and remuneration committee shall consist of the following persons:

• Brian Nelson (chair)
• Hans Erik Robbestad (member)
• Joakim Aske (member)
• Camilla Huse Bondesson (member)
• Christian Solberg (member)

The members of nomination and remuneration committee are elected until the next annual general meeting of the Company."

7. APPROVAL OF REMUNERATION TO THE BOARD OF DIRECTORS

The Nomination and Remuneration Committee proposes the following remuneration for the Board members:

Proposed resolution:

"The general meeting resolved to remunerate the members of the board of directors with effect from the date of the annual general meeting as follows:

• Chair: NOK 450,000 per year
• Board members: NOK 250,000 per year
• Board member - employee representative: NOK 125,000 per year
• Deputy board members: NOK 5,000 per attended board meeting"

8. APPROVAL OF REMUNERATION TO THE NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee proposes the following remuneration for the Nomination and Remuneration Committee:

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Proposed resolution:

"The general meeting resolved to remunerate the members of the nomination and remuneration committee with effect from the date of the annual general meeting as follows:

• Chair: NOK 60,000 per year

• Members: NOK 50,000 per year"

• APPROVAL OF ARTICLES OF ASSOCIATION FOR THE NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee proposes that the general meeting adopts articles of association for the nomination and remuneration committee, as set out in Appendix 4.

Proposed resolution:

"The general meeting resolved to approve the articles of association for the nomination and remuneration committee as set out in Appendix 4."

1. APPROVAL OF REMUNERATION TO THE COMPANY'S AUDITOR

Proposed resolution:

"The general meeting resolved to approve the auditor's remuneration for audit of Omda AS as invoiced."

1. POWER OF ATTORNEY TO THE BOARD OF DIRECTORS TO ACQUIRE THE COMPANY'S OWN SHARES

As part of the Company's strategy to grow by acquiring companies and business, the board of directors has identified a need for the Company to settle such acquisitions by way of transferring shares in the Company. In order for the Company to acquire own shares, the board of directors proposes that the general meeting grants the board of directors a power of attorney to carry out such acquisitions in accordance with the private limited liability companies act section 9-4.

Proposed resolution:

The general meeting grants the board of directors a power of attorney to acquire the Company's own shares as follows:

a) The Company may acquire own shares. The board of directors is hereby authorized to make such acquisition on behalf of the Company and may further dispose of such shares. The authorization may be used as a financial instrument, by the board

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of directors being able to make use of liquidity to acquire shares in the Company. Further, the power of attorney may be used in connection with acquisitions or other transactions where the Company is to render consideration as shares.

b) The total maximum nominal value of the shares which the Company may acquire in total may not exceed NOK 30,000,000. The board of directors may use the authorization on several occasions within the scope of the total nominal value as mentioned. New own shares may be acquired as replacement for own shares which are disposed.

c) The minimum and the maximum amount which may be paid for each share is NOK 20 and NOK 130 respectively. The board of directors determines the consideration when disposing of the Company's own shares.

d) The board of directors decides, in its own discretion, in which ways the Company's own shares shall be acquired or disposed of.

e) The power of attorney to acquire own shares is valid until 28th of April 2028.

f) The power of attorney shall be notified to the Norwegian Register of Business Enterprises and must be registered before the shares can be acquired pursuant to the power of attorney, cf. section 9-4 (4) of the Norwegian Private Limited Liability Companies Act.”

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We encourage all shareholders to use the proxy form with advance vote notice set out in Appendix 3 to vote for the resolutions described above.

On behalf of the Board of Directors of Omda AS:

Oslo, 9th of April 2026

Marianne Elisabeth Johnsen

Chair of the board of directors of Omda AS

Overview of appendices to the notice which are or will be available at: https://omda.com/omda-investors/

Appendix 1: Annual report 2025, including annual accounts, the board of directors' report and the auditor's report

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Appendix 2: Proxy form without advance vote

Appendix 3: Proxy form with advance vote notice

Appendix 4: Articles of Association for the Nomination and Remuneration Committee (Norwegian and English versions)

Appendix 5: Information about proposed new members of the Board of Directors and the Nomination and Remuneration Committee

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Appendix 2 - Proxy form without advance vote

As owner of ___ shares in Omda AS, I hereby confirm to have granted:

☐ Sverre Flatby, CEO
☐ _______ , (name of the other proxy holder)

the power to attend the ordinary General Meeting of Omda AS held on 28th of April 2026 on my/our behalf in connection with the approval of the annual accounts for 2025 etc., and thereat to vote on my/our behalf for all of my/our shares on all matters which were lawfully dealt with at the ordinary general meeting.

Date
Place
Signature

The name and address of the principal (in block letters please):

The proxy must be received no later than 24th of April 2026 4 PM (local time Norway) to:

Nordea Issuer Services
Online registration via email: nis@nordea.com

Alternatively, the proxy form may be sent to:

Nordea Bank Abp, filial i Norge, Essendrops gate 7, PO box 1166 Sentrum, 0107 Oslo, Norway

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Appendix 3 - Proxy form with advance vote notice

If you cannot attend the general meeting, or intend to participate but would like to register your vote in advance, you can cast your vote by using this form. Please send the completed proxy form to the Company's registrar: Nordea Bank Abp, filial i Norge, Essendrops gate 7, PO box 1166 Sentrum, 0107 Oslo, Norway E-mail: nis@nordea.com The completed form must be received by Nordea no later than 24th of April 2026 4 PM (local time Norway).

Agenda	For	Against	Abstain
1. Opening of the annual general meeting by the chair and registration of attending shareholders (NO VOTING)
2. Election of person to chair the meeting and person to sign the minutes
3. Approval of notice and the agenda
4. Approval and adoption of the annual accounts and directors' report including the Board of Directors' proposal for distribution of dividend
5. Election of members to the board of directors
6. Election of members to the nomination and remuneration committee
7. Approval of remuneration to the board of directors
8. Approval of remuneration to the nomination and remuneration committee
9. Approval of Articles of Association for the Nomination and Remuneration Committee
10. Approval of remuneration to the Company's auditor
11. Power of attorney to the Board of Directors to acquire the Company's own shares

Place / Date

Shareholder's signature

Shareholder's print name

If the shareholder is a Company, please attach the shareholder's certificate of registration to the proxy.

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Appendix 4 – Articles of Association for the Nomination and Remuneration Committee

(Norwegian and English versions)

Vedtekter for Valgkomité

§ 1. Valgkomiteens formål

Selskapet skal ha en valgkomité som ivaretar aksjonærfellesskapets interesser ved å foreslå kandidater til styre og fastsette honorarer for dette. Valgkomiteens arbeid skal sikre at kompetanse, uavhengighet og mangfold ivaretas i selskapets ledende organer.

§ 2. Valgkomiteens sammensetning

1. Valgkomiteen skal bestå av tre (3) til fem (5) medlemmer.
2. Flertallet av valgkomiteens medlemmer skal være uavhengig av styret og ledelsen i selskapet.
3. Daglig leder kan ikke være medlemmer av valgkomiteen. Andre ledende ansatte bør ikke være medlemmer av valgkomiteen.

§ 3. Utnevnelse av medlemmer til valgkomiteen

1. Generalforsamlingen velger valgkomiteens leder og øvrige medlemmer etter innstilling.
2. Generalforsamlingen fastsetter valgkomiteens godtgjørelse.
3. Medlemmene utnevnes for en periode på 1 år, med mulighet for fornyelse.
4. Valgkomiteens sammensetning og eventuelle frister for forslag til nye medlemmer skal offentliggjøres på selskapets nettsider.

§ 4. Valgkomiteens arbeidsoppgaver

1. Valgkomiteen skal utarbeide forslag til:
   a) Medlemmer av styre.
   b) Godtgjørelse til medlemmer av styre og valgkomité.
   c) Medlemmer av valgkomiteen.
2. Valgkomiteens innstilling til styret skal begrunnes og gjøres tilgjengelig minst 2 uker før generalforsamlingen eller annen relevant beslutning.
3. Innstillingen skal inneholde relevant informasjon om kandidatene, inkludert alder, utdannelse, yrkeserfaring, uavhengighet og annen relevant kompetanse.

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§ 5. Valgkomiteens arbeid

1. Valgkomiteens leder har ansvar for å organisere komiteens arbeid.
2. Valgkomiteen skal aktivt søke kontakt med aksjonærfellesskapet og konsultere større aksjonærer, styret og daglig ledelse.
3. Komiteen skal ved behov hente inn ekstern rådgivning og kompetanse for å sikre en grundig vurdering av kandidatene.
4. Hvert medlem av valgkomiteen, inkludert leder, har én stemme. Valgkomiteen skal tilstrebe enstemmige beslutninger. Dersom enighet ikke oppnås, treffes beslutninger ved alminnelig flertall.

§ 6. Uavhengighet og rotasjon

1. Valgkomiteen skal arbeide uavhengig av styret og ledelsen, selv om utnevnelsen skjer via styret.
2. Valgkomiteens medlemmer skal roteres jevnlig for å sikre nye perspektiver og opprettholde komiteens uavhengighet.

§ 7. Informasjon og transparens

1. Informasjon om valgkomiteens medlemmer og kontaktopplysninger til valgkomiteen skal være tilgjengelig på selskapets nettsider.
2. Eventuelle frister for å fremme forslag til valgkomiteen skal publiseres i god tid før beslutningsmøter.

§ 8. Endringer i vedtektene

1. Endringer i disse vedtektene krever generalforsamlingsvedtak.

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Articles of Association for the Nomination Committee

§ 1. Purpose of the Nomination Committee

The Company shall have a nomination committee which shall safeguard the interests of the shareholder community by proposing candidates for the board and determining remuneration for such positions. The work of the nomination committee shall ensure that competence, independence and diversity are safeguarded in the Company's governing bodies.

§ 2. Composition of the Nomination Committee

1. The nomination committee shall consist of three (3) to five (5) members.
2. The majority of the nomination committee's members shall be independent of the board and the management of the Company.
3. The chief executive officer may not be a member of the nomination committee. Other senior executives should not be members of the nomination committee.

§ 3. Appointment of Members to the Nomination Committee

1. The general meeting elects the chair of the nomination committee and other members based on a recommendation.
2. The general meeting determines the remuneration of the nomination committee.
3. The members are appointed for a period of one (1) year, with the possibility of renewal.
4. The composition of the nomination committee and any deadlines for proposals for new members shall be published on the Company's website.

§ 4. Duties of the Nomination Committee

1. The nomination committee shall prepare proposals for:
   a) Members of the board.
   b) Remuneration for members of the board and the nomination committee.
   c) Members of the nomination committee.
2. The nomination committee's recommendation to the board shall be justified and made available at least 2 weeks before the general meeting or other relevant decision.

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1. The recommendation shall contain relevant information about the candidates, including age, education, work experience, independence and other relevant competence.

§ 5. Work of the Nomination Committee

1. The chair of the nomination committee is responsible for organising the work of the committee.
2. The nomination committee shall actively seek contact with the shareholder community and consult larger shareholders, the board and the executive management.
3. The committee shall, when necessary, obtain external advice and competence to ensure a thorough assessment of the candidates.
4. Each member of the nomination committee, including the chair, has one vote. The nomination committee shall seek to reach unanimous decisions. If unanimity cannot be achieved, decisions shall be made by simple majority.

§ 6. Independence and Rotation

1. The nomination committee shall work independently of the board and the management, even though the appointment takes place via the board.
2. The members of the nomination committee shall be rotated regularly to ensure new perspectives and maintain the committee's independence.

§ 7. Information and Transparency

1. Information about the members of the nomination committee and contact details for the nomination committee shall be available on the Company's website.
2. Any deadlines for submitting proposals to the nomination committee shall be published in good time before decision-making meetings.

§ 8. Amendments to the Articles

1. Amendments to these articles require a resolution by the general meeting.

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Appendix 5: Information about proposed new members of the Board of Directors and the Nomination and Remuneration Committee

Proposed new Board members:

Jonas Strömberg

Jonas Strömberg is an Investment Manager at Erik Selin Fastigheter AB and Portfolio Manager of ES Aktiehandel AB, where he is responsible for investments in Nordic and European small- and mid-cap companies, with a particular emphasis on software and healthcare technology.

Jonas has more than 20 years of experience from capital markets and corporate finance, with a focus on financing, capital structure and securities markets, including equities. Prior to his current role, he worked in investment banking, including as a funding manager at the Swedish National Debt Office (Riksgälden), and in financing roles at Nordea.

He has experience from board work in listed and non-listed companies, providing insight into capital allocation, M&A processes and strategic decision-making.

Jonas holds a Master of Science in Business and Economics, with a specialization in Corporate Finance, and a Bachelor's degree in Economics from Stockholm University.

Daniel Forslund

Daniel Forslund is currently Head of Innovation at the Swedish Association of Private Care Providers, an organisation that represents over 2000 care providers across Sweden who provide health, elderly and social care on behalf of regions and municipalities. He is also Board Member of the University of Skövde and of the Royal Cancer Research Fund at Karolinska University Hospital.

Mr. Forslund has been working with eHealth and digital development in healthcare for over 20 years, both as a civil servant on national level and as a politician on regional level. For nearly 10 years, he served as Deputy Director at the Health Care Division of the Swedish Ministry of Health and Social Affairs, where he was responsible for negotiating and establishing Sweden's first national strategy for eHealth. After that he held the position as Chief Strategy Officer at VINNOVA, the Swedish Governmental Agency for Innovation, responsible for Public Sector Innovation.

In 2014, he was elected to political office as County Commissioner for Innovation and eHealth in the Stockholm Region, and became politically responsible for initiatives,

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policies and investments related to digitalization, innovation, medtech and Life Science in the capital region.

Mr. Forslund has also been involved in innovation support programs for health tech entrepreneurs as Board Member of several Science Parks, as well as in the development of national digital services as Board Member of Inera AB and Chairman of the Digitalization Committee of the Swedish Association of Local Authorities and Regions.

Mr. Forslund holds a master's degree in Political Science, and has extensive experience working with Nordic, EU and international collaboration on eHealth, including cross-border projects on ePrescriptions and Patient Summaries.

Proposed new members of the Nomination and Remuneration Committee:

Brian Nelson – Chair

Brian Nelson has been a Partner at Long Path Partners, an investor in a select number of high-quality businesses operating primarily in the enterprise software, business & information services, and industrial markets, since 2018. He currently serves as Co-Portfolio Manager of the Long Path Smaller Companies Fund and the Long Path Opportunities Fund. Prior to this, he held various roles within the Investment Management and Private Banking divisions of Brown Brothers Harriman & Co., where he worked from 2007 to 2018. He is a member of the board of directors at Accesso Technology Group plc. He previously served on the boards at Dalet S.A. and MDF Commerce.

Joakim Aske

Joakim Aske has more than 10 years of experience within the financial and investment industry, with extensive expertise in capital allocation, portfolio management, and company analysis across sectors in an international context.

He is currently serving as chief investment officer at DEFA Endeavour, with responsibility for investment strategy, portfolio construction, and oversight.

Previous roles have included investment analysis across equity and debt markets in a large Norwegian property and casualty insurance firm and a hedge fund, as well as consulting work.

In addition to his executive responsibilities, he has experience in governance and oversight in investment-related contexts. He also serves on the nomination committees of two publicly listed companies in Scandinavia.

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Christian Solberg

Christian Solberg founded Sun Mountain Partners with Will Thorndike in 2017 and serves as Managing Member. Sun Mountain invests in a concentrated portfolio of high quality public and private companies. Prior to Sun Mountain, Christian worked with consulting firm BTS for eight years. In his capacity as Director he trained thousands of executives of Fortune 500 companies around the world in capital allocation, competitive advantage, strategy, financial analysis, and building a culture of innovation.

Christian holds a B.A. magna cum laude from Middlebury College and M.B.A. from the MIT Sloan School of Management. He currently holds four board positions.

Hans Erik Robbestad

Hans Erik Robbestad works as an investor and entrepreneur. He founded and developed the ICT company ePartner, which was later sold to Markit Holding. Markit is an international software company present in 36 countries, with the goal of providing world-leading ICT purchasing software for multinational enterprises.

Under the new ownership, and over several years, Hans Erik developed the Norwegian Markit branch and played a key role in targeting Fortune 500 companies as potential new group customers.

He has also worked as a manager-for-hire on special projects for clients such as Norway Post, DNB, Accenture, Telenor, and Intrum.

Hans Erik invested in Omda in 2010 and remains a shareholder through his family investment company, IPEC AS.

In recent years, he has also gained extensive board experience, including serving as Chair of the Board of Mobit Holding and the ICT company Mobit Norge AS.