Pre-Annual General Meeting Information • May 27, 2022
Pre-Annual General Meeting Information
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| Date: | 9 June 2022 |
|---|---|
| Time: | 17:00 (CEST) |
| Location: | Desert Control AS, Grenseveien 21, 4313 Sandnes (FOMO WORKS) |
Notice is hereby served that the Annual General Meeting of Desert Control AS, (the "Company") will be held on 9 June 2022 at 17:00 hours (CEST).
The Board of Directors has decided that the Annual General Meeting for 2022 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/.
The general meeting will be opened by the chairperson of the board of directors, Knut Nesse, 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:
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 VPS Investortjenester or via ordinary post to SpareBank 1 SR-Bank ASA, Drift Verdipapirtjenester. The form should be received no later than 7 June 2022 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/.
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 41,099,680 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.
A nominee is not entitled to vote for shares registered on a nominee account in ESO, cf. the Norwegian Public Limited Act section 4-10, cf. the Norwegian Private Limited Liability Companies Act section 4-4. Shareholders, who hold their shares on a nominee account in ESO, and who wish to vote for such shares must transfer the shares to a securities account in ESO held in their own name prior to the general meeting in order to vote for such shares at the general meeting.
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:
The address to the Company's website ishttps://www.desertcontrol.com/
_________________________________________________________________
Sandnes, 27 May 2022 On behalf of the board of directors of Desert Control AS
Sincerely,
Knut Nesse Chairperson of the Board of Directors, Desert Control AS
Appendices:

Meeting in Desert Control AS will be held on 9 June 2022 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: 7 June 2022
The Extraordinary General Meeting will be held as a digital meeting only, with no physical attendance for shareholders.
You must identify yourself using the reference number and PIN code from VPS 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 SR-Bank, Drift Verdipapirservice by phone +47 468 27 650 (8:00-a.m. to 3:30 p.m. ) or by e-mail [email protected].
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 7 June 2022 at 16:00 hours CEST
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 VPS Investor Services chose Corporate Actions - General Meeting – ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator.
Alternatively you may send this form by e-mail to [email protected], or by regular Mail to SpareBank 1 SR-Bank ASA, Drift Verdipapirtjenester, P.O. Box 250, 4068 Stavanger, Norway. The proxy must be received no later than 7 June 2022 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 [email protected] 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 9 June 2022.
Place Date

Ref no: PIN Code:
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 authorised 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 [email protected] (scanned form) or by regular Mail to SpareBank 1 SR-Bank ASA, Drift Verdipapirtjenester, P.O. Box 250, 4068 Stavanger, Norway. The form should be received no later than 7 June 2022 at 16:00 CEST.
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 9 June 2022.
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 the Annual General Meeting 2022 | For | Against | Abstention | |
|---|---|---|---|---|
| 1. | Election of a chairperson of the meeting and a person to co-sign the minutes | | | |
| 2. | Approval of the notice and the agenda | | | |
| 3. | Approval of the Annual Report and Financial Statements for 2021 | | | |
| 4. | Auditor's remuneration | | | |
| 5. | Remuneration to board members | | | |
| 6. | Election of auditor | | | |
| 7. | Election of board members | | | |
| 8. | Amendment of articles of association | | | |
| 9. | Board authorisation to increase the share capital in relation to future capital raises | | | |
| 10. | Board authorisation to increase the share capital in relation to an employee incentive scheme |
| | |
| 11. | Board authorisation to acquire own shares | | | |
Place Date Shareholder's signature (Only for granting proxy with voting instructions)

Desert Control AS will hold the annual general meeting on 9 June 2022 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. If required a proxy can be withdrawn by requesting this once logged on.
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, but shareholders must be logged in before the general meeting starts.
Shareholders who does not find their reference number and PIN code for access or have other technical questions is welcome to call SpareBank 1 SR-Bank, Drift Verdipapirtjenester on phone +47 468 27 650 (between 08:00-15:30), or send an e-mail to [email protected].
To be able to participate online, you must go to the following website: https://web.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: 151-564-749 and click Join:
You must then identify yourself with.
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.


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://www.euronextvps.no 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 be transferred to a segregated VPS account registered in the name of the shareholder to have voting rights on the General Meeting. Once shares are transferred to the segregated VPS account, a reference number and PIN code are assigned to this account. Please contact your custodian for further information.
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 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 override the choice on items one by one if desired.
To change your voice, 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.
| 15:54 Poll Open |
@ 33% L | |
|---|---|---|
| Split Voting | ||
| the chair | 2. Valg av møteleder og person til å medundertegne protokollen / Election of person to chair the meeting and election of a person to co-sign the minutes together with |
|
| Select a choice to send | ||
| For / For | ||
| Mot / Against | ||
| Avstår / Abstain | ||
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.
The Board of Directors proposes that Knut Nesse is elected as chairperson of the meeting, and that a person present is elected to co-sign the minutes.
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 2022, are approved."
The Board of Directors proposes that the general meeting makes the following resolution:
"The Annual Report and the Financial Statements for 2021 are approved."
The Board of Directors proposes that the general meeting makes the following resolution:
"The auditor's remuneration will be paid according to received invoice."
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 2022 to the annual general meeting 2023 shall be NOK 250,000 for the chairperson of the Board of Directors and NOK 100,000 for board members."
The Company is in a growth phase and has initiated cooperation with several international players. In this connection, the Board of Directors wishes to appoint Ernst & Young AS as new auditor of the Company.
The Board of Directors proposes that the general meeting makes the following resolution:
"Jærrevisjon AS resigns as auditor. Ernst & Young AS is elected as new auditor."
The Board of Directors has been notified that Arnfinn Matre will resign as board member in connection with the annual General Meeting. The Board of Directors proposes that Maryne Lemvik is elected as new board member.
Maryne Lemvik is currently CEO of Skanem AS. Lemvik is originally from France and has extensive international work experience which will strengthen the Board of Director's diversity.
All of the other board members were elected for a period of two years in the extraordinary general meeting on 6 April 2021 and is thus not up for re-election.

The Board of Directors proposes that the general meeting makes the following resolution:
"Arnfinn Matre resign as board member. Maryne Lemvik is elected as new board member with a an election period until the annual general meeting in 2023. The Board of Directors thus consist of the following:
In order to provide for a more cost-efficient process for distribution of general meeting notices and to facilitate the possibility for advance voting at general meetings, the Board of Directors has proposed a new section 9 to the articles of association. The existing section 9 will be re-numbered to section 10.
The proposed new section 9 will allow the Company to present documents which shall be considered at the general meeting on its websites, instead of sending the documents to the shareholders. The notice as such will still be sent to all shareholders with known address. The regulation is proposed in line with the Norwegian Private Limited Companies Act section 5-11a.
Further, the Board of Directors wishes to facilitate for advance voting in connection with general meetings. In order to allow shareholders to vote in advance, this needs to be included in the articles of association in accordance with the Norwegian Private Limited Companies Act section 5-11b.
Proposal for updated articles of associations is attached as appendix 4.
The Board of Directors proposes that the general meeting makes the following resolution:
"The articles of association are amended in accordance with the articles of association attached hereto."
At the extraordinary General Meeting on 6 April 2021, the Board of Directors was granted a board authorisation to increase the share capital in relation to future capital raises with up to 10% of the Company's shares with a duration of two years. In order to comply with the Norwegian Code of Practice for Corporate Governance, the Board of Directors proposes to continue this authorisation, but proposes to change the structure of the board authorisations so that they have a duration of one year. 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.
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 10% 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 2021, 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 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:

At the extraordinary General Meeting on 6 April 2021, 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 of two years. In order to comply with the Norwegian Code of Practice for Corporate Governance, the Board of Directors proposes to continue this authorisation, but proposes to change the structure of the board authorisations so that they have a duration of one year. 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.
The Board of Directors therefore proposes that the general meeting authorises the Board of Directors to increase the share capital for the specified purposes that implies an access to issue up to 2,054,984 new shares in the Company.
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 2021, 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 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:

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 such 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.
"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:
***

| Vedtekter / Articles of Association |
|---|
| for |
| Desert Control AS |
| Offisiell utgave (Norsk) | The English language version of this document is an office translation of the original Norwegian text. In case of discrepancies, the Norwegian text shall prevail. |
|---|---|
| VEDTEKTER | ARTICLES OF ASSOCIATION |
| (vedtatt ved generalforsamling 9. juni 2022) | (adopted by the general meeting on 9 June 2022) |
| § 1 Foretaksnavn Selskapets foretaksnavn er Desert Control AS. |
§ 1 Company Name The Company name is Desert Control AS. |
| § 2 Forretningskontor Selskapets forretningskontor er i Sandnes kommune. |
§ 2 The Company's registered office The company's registered office is in the municipality of Sandnes. |
| § 3 Virksomhet Selskapets virksomhet er å utvikle, produsere, markedsføre og selge produktet «Liquid Natural Clay» (LNC), utstyr og tjenester; direkte og indirekte til en rekke globale markeder; eksempelvis jordbruk, ørkenbekjempelse, bygrøntanlegg, parker, golfbaner, og til industrier som har bruk for LNC. Selskapet kan også kjøpe og selge aksjer. |
§ 3 Company business The company's business is to develop, manufacture, market and sell Liquid Natural Clay (LNC), equipment and services; directly and indirectly to a variety of global markets; for example, agriculture, desertification, urban green spaces, parks, golf courses, and to industries that need LNC. The company can also buy and sell shares. |
| § 4 Aksjekapital Selskapets aksjekapital er NOK 123 299,04,- fordelt på 41,099,680 aksjer, hver pålydende NOK 0,003,-. |
§ 4 Share Capital The company's share capital is NOK 123,299.04, divided into 41,099,680 shares, each with a nominal value of NOK 0.003. |
| § 5 Selskapets styre Selskapets styre skal består av fem til syv medlemmer. |
§ 5 Board of directors The company's board of directors shall consist of five to seven members. |
| § 6 Aksjenes omsettelighet Selskapets aksjer er fritt omsettelige. Erverv av aksjer er ikke betinget av samtykke fra selskapet, og aksjeeierne har ikke forkjøpsrett ved overdragelse av aksjer. |
§ 6 Negotiability of shares The company's shares are freely negotiable. Acquisition of shares is not subject to consent from the company, and shareholders do not have rights of first refusal upon transfer of shares. |
| § 7 Verdipapirregister Selskapets aksjer skal være registrert i et verdipapirregister. |
§ 7 Securities registry The company's shares shall be registered in a securities registry. |
| § 8 Ledelse Selskapets firma tegnes av styrets leder alene eller daglig leder alene. |
§ 8 Management The chair of the board alone or the chief executive officer alone may sign on behalf of the company. |

Dokumenter som gjelder saker som skal behandles på generalforsamlingen trenger ikke sendes til aksjeeierne 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.
Selskapets ordinære generalforsamling skal behandle følgende:
Godkjennelse av årsregnskapet og årsberetningen, herunder utdeling av utbytte.
Styrets erklæring om fastsettelse av lønn og annen godtgjørelse til ledende ansatte.
Andre saker som i henhold til lov eller vedtektene hører under generalforsamlingen.
Styret kan meddele prokura. The board may grant powers of procuration.
Documents relating to matters which shall be considered at the general meeting need not be sent to the shareholders if 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.
The company's ordinary general meeting shall consider the following:
Approval of the annual accounts and annual report, including distribution of dividend.
The board of directors' declaration on stipulation of salaries and remuneration for executive employees.
Other matters which according to law or articles of association shall be dealt with by the general meeting.

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