Goodtech — AGM Information 2026

Apr 30, 2026

Goodtech

MINUTES FROM ANNUAL GENERAL MEETING OF GOODTECH ASA

On 30 April 2026, an Annual General Meeting of Goodtech ASA (the "Company") was held at the Company's premises, Helsfyr Atrium, Innspurten 15, Oslo.

The Chairman of the Board opened the Meeting and presented the agenda. Of the Company's 30 308 010 shares, 12 717 949 shares were represented at the General Meeting, representing 41,96% of the share capital. The Company holds 452 400 treasury shares which, pursuant to the Norwegian Public Limited Liability Companies Act, do not carry voting rights and are therefore not included in the voting. The register of shareholders present in person or by proxy is included as Appendix 1. An overview of the voting on each agenda item is attached to these minutes as Appendix 2.

The following matters were considered:

1. Election of Chair of the Meeting and a Person to Co-Sign the Minutes

The Chair of the Board, Mimi K. Berdal, was unanimously elected as Chair of the meeting, and CEO Margrethe Hauge was elected to co-sign the minutes.

1. Approval of the Notice of the Meeting and the Agenda

There were no objections to the notice of the meeting or the agenda, and the General Meeting was declared duly convened and constituted.

1. Approval of the Annual Accounts and Report for 2025, including the Consolidated Financial Statements, consideration of the Corporate Governance Statement and the Board's proposal on dividend distribution

The consolidated annual accounts were reviewed. The Board's annual report was reviewed. The auditor's report was reviewed.

The General Meeting passed the following resolution:

"The Board's proposed annual accounts and annual report for the financial year 2025 are approved. The Board's proposal to distribute a dividend of NOK 0,50 per share for the financial year 2025 is approved.

The dividend shall be payable to shareholders registered in the Norwegian Central Securities Depository (VPS) as of 5 May 2026, with 4 May 2026 as ex-date and 15 May 2026 as the payment date."

1. Approval of the Company's guidelines for remuneration and other compensation to executive management, cf. Section 6-16 a of the Norwegian Public Limited Liability Companies Act

The Board's proposal for guidelines for remuneration and other compensation to executive management was presented to the General Meeting.

The General Meeting passed the following resolution:

"The Board's proposal for guidelines for the determination of remuneration and other compensation to executive management is approved."

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Goodtech

5. Determination of remuneration for the Board of Directors and the Nomination Committee

The Nomination Committee's proposal regarding remuneration for the Board of Directors and the Nomination Committee was presented to the General Meeting.

The General Meeting passed the following resolution:

"Remuneration to members of the Board of Directors and the Nomination Committee for 2025 is determined as follows:

Role	Share-based remuneration		Cash remuneration
	Share value15 %	Cash 85%	Cash 100%
Chair of the Board	NOK 87 000	NOK 580 000	NOK 580 000
Shareholder-elected Board members	NOK 43 500	NOK 290 000	NOK 290 000
Employee representatives on the Board	-	-	NOK 155 000
Chair of the Audit Committee	-	-	NOK 60 000
Member of the Audit Committee	-	-	NOK 37 500
Chair of the Compensation Committee	-	-	NOK 32 500
Member of the Compensation Committee	-	-	NOK 21 500
Chair of the Nomination Committee	-	-	NOK 70 000
Members of the Nomination Committee	-	-	NOK 40 000»

6. Approval of remuneration to the Company's auditor

The Chair of the Meeting presented the auditor's fees expensed.

The General Meeting unanimously passed the following resolution:

"The auditor's remuneration of kNOK 1 306 for statutory audit services and kNOK 50 for other services is approved."

7. Remuneration report for executive management

The Chair of the Meeting presented the remuneration report for the Company's executive management.

The General Meeting held an advisory vote on the Board's proposed remuneration report. The result of the vote is included in Appendix 2.

8. Election of members of the Board of Directors

The Nomination Committee's proposal regarding the election of Board members was presented to the General Meeting.

The General Meeting passed the following resolution:

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Goodtech

"In accordance with the proposal of the Nomination Committee, the following members are re-elected to the Board of Directors:

Åge Westbø – Board member (re-elected for two years)
Rachid Bendriss – Board member (re-elected for two years)
Benedicte W. Grieg – Board member (re-elected for two years)"

Following this, the Board of Directors of Goodtech ASA has the following composition:

• Mimi Berdal (Chair of the Board)
• Åge Westbø
• Frode Haugli
• Benedicte Willumsen Grieg
• Rachid Bendriss
• Håkon Skjåk-Bræk (employee representative)
• Silje Mohn (employee representative)

9. Election of members of the Nomination Committee

The Nomination Committee’s proposal was presented to the General Meeting.

The General Meeting passed the following resolution:

"In accordance with the proposal of the Nomination Committee, the following members are elected to the Nomination Committee.

Following this, the Nomination Committee has the following composition:

• Karl-Erik Staubo, Chair
• Eivind Devold, Member
• Annicken Kildahl, Member

10. Issuance/Renewal of Authorization for Share Capital Increase to the Board

The Chair of the Meeting presented the proposal for an authorisation to the Board to increase the share capital.

The General Meeting passed the following resolution:

"The Board of Directors is authorised to increase the Company's share capital pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act on the following terms:

a. The Board is authorized to, in one or more rounds, increase the share capital by up to NOK 12 123 204;
b. The authorization shall be valid from registration in the Register of Business Enterprises until the ordinary General Meeting in 2027, but no later than June 30, 2027;
c. The purpose of the authorization is to provide the Board with financial flexibility in connection with potential acquisitions or similar transactions, as well as to strengthen the Company's equity.
d. Shareholders' preferential rights under the Public Limited Liability Companies Act § 10-4 may be waived;
e. The authorization includes capital increases by contributions in assets other than cash and the right to incur special obligations for the Company under the Public Limited Liability Companies Act § 10-2;

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Goodtech

f. The authorization includes the decision on merger pursuant to the Public Limited Liability Companies Act § 13-5;
g. The Board sets the other terms and may make the amendments to the Articles of Association that the share capital increase using this authorization requires; and
h. This authorization replaces previously issued Board authorizations for share capital increase."

11. Authorization for the Issuance of New Shares in Connection with the Company's Incentive Program

The Chair of the Meeting presented the Company's incentive programme.

The General Meeting passed the following resolution:

"The Board of Directors is authorised to increase the Company's share capital pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act on the following terms:

a) The board is authorized to increase the share capital by up to NOK 3 030 800 in one or more rounds;
b) The authorization shall be valid from the date of registration in the Register of Business Enterprises until the annual general meeting in 2027, but no later than June 30, 2027;
c) The purpose of the authorization is to issue shares in connection with the implementation of the Company's incentive schemes;
d) The shareholders' preemptive rights under Section 10-4 of the Public Limited Liability Companies Act may be waived;
e) The authorization includes share capital increases through contributions in assets other than cash and the right to incur special obligations on behalf of the Company in accordance with Section 10-2 of the Public Limited Liability Companies Act;
f) The authorization does not include the right to decide on mergers pursuant to Section 13-5 of the Public Limited Liability Companies Act; and
g) The board determines the remaining terms and may amend the articles of association as required by the capital increase through the use of this authorization."

12. Authorization for the Purchase of Own Shares for Strategic Purposes

The Chair of the Meeting presented the proposal for authorisation to acquire treasury shares for strategic purposes.

The General Meeting passed the following resolution:

a. "The board of Goodtech ASA is granted authorization, on behalf of the Company, to acquire its own shares with a total nominal value of up to NOK 6 061 602;
b. The authorization also includes the right to pledge the Company's own shares as collateral;
c. The maximum amount that may be paid per share is NOK 80,00, and the minimum amount is the nominal value of NOK 2,00;
d. The acquisition and disposal of the Company's own shares may take place as the board deems appropriate;
e. Shares acquired under the authorization shall be used for the implementation of acquisitions where the consideration consists of shares in the Company, for the redemption of smaller shareholdings in the Company, and for other purposes;
f. The authorization is valid from the date of the general meeting's resolution until the next ordinary general meeting, but no later than June 30, 2027; and

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Goodtech

g. The total holding of own shares acquired under this and other authorizations may not exceed 10% at any time.

13. Authorization for the Purchase of Own Shares for Use in Employee Incentive Program

The Chair of the Meeting presented the proposal regarding acquisition of treasury shares for use in employee incentive programmes.

The General Meeting passed the following resolution:

a. The board of Goodtech ASA is granted authorization, on behalf of the Company, to acquire its own shares with a total nominal value of up to NOK 3 030 800;
b. The authorization also includes the right to pledge the Company's own shares as collateral;
c. The maximum amount that may be paid per share is NOK 80,00, and the minimum amount is the nominal value of NOK 2,00;
d. The acquisition and disposal of the Company's own shares may take place as the board deems appropriate;
e. Shares acquired under the authorization shall be used for the implementation of employee incentive programs;
f. The authorization is valid from the date of the general meeting's resolution until the next ordinary general meeting, but no later than June 30, 2027; and
g. The total holding of own shares acquired under this and other authorizations may not exceed 10% at any time.

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There being no further items on the agenda, the meeting was adjourned, and the minutes were signed.

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Total Represented

ISIN: NO0004913609 GOODTECH ASA

General meeting date: 30/04/2026 10.00

Today: 30.04.2026

Number of persons with voting rights represented/attended: 17

	Number of shares	% sc
Total shares	30,308,010
- own shares of the company	452,400
Total shares with voting rights	29,855,610
Represented by own shares	8,217,947	27.53 %
Represented by advance vote	1,330,139	4.46 %
Sum own shares	9,548,086	31.98 %
Represented by proxy	3,169,863	10.62 %
Sum proxy shares	3,169,863	10.62 %
Total represented with voting rights	12,717,949	42.60 %
Total represented by share capital	12,717,949	41.96 %

Registrar for the company:
NORDEA BANK ABP, FILIAL NORGE

Signature company:
GOODTECH ASA

Signature:

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Protocol for general meeting GOODTECH ASA

ISIN: NO0004913609 GOODTECH ASA

General meeting date: 30/04/2026 10.00

Today: 30.04.2026

Shares class	For	Against	Poll in	Abstain	Poll not registered	Represented shares with voting rights
Agenda item 1 Election of Meeting Chair and a Person to Co-Sign the Minutes
Ordinær	12,717,949	0	12,717,949	0	0	12,717,949
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	41.96 %	0.00 %	41.96 %	0.00 %	0.00 %
Total	12,717,949	0	12,717,949	0	0	12,717,949
Agenda item 2 Approval of the Notice and Agenda
Ordinær	12,717,949	0	12,717,949	0	0	12,717,949
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	41.96 %	0.00 %	41.96 %	0.00 %	0.00 %
Total	12,717,949	0	12,717,949	0	0	12,717,949
Agenda item 3 Approval of the Annual Accounts and Report for 2025, including the Consolidated Financial Statements, consideration of the Corporate Governa
Ordinær	12,717,949	0	12,717,949	0	0	12,717,949
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	41.96 %	0.00 %	41.96 %	0.00 %	0.00 %
Total	12,717,949	0	12,717,949	0	0	12,717,949
Agenda item 4 Approval of the Companys Guidelines for Remuneration to Leading Personnel, cf. the Public Limited Liability Companies Act Section 6-16a
Ordinær	12,716,218	1,731	12,717,949	0	0	12,717,949
votes cast in %	99.99 %	0.01 %		0.00 %
representation of sc in %	99.99 %	0.01 %	100.00 %	0.00 %	0.00 %
total sc in %	41.96 %	0.01 %	41.96 %	0.00 %	0.00 %
Total	12,716,218	1,731	12,717,949	0	0	12,717,949
Agenda item 5 Determination of remuneration for the Board and Nomination Committee
Ordinær	12,716,218	1,731	12,717,949	0	0	12,717,949
votes cast in %	99.99 %	0.01 %		0.00 %
representation of sc in %	99.99 %	0.01 %	100.00 %	0.00 %	0.00 %
total sc in %	41.96 %	0.01 %	41.96 %	0.00 %	0.00 %
Total	12,716,218	1,731	12,717,949	0	0	12,717,949
Agenda item 6 Approval of remuneration for the companys auditor
Ordinær	12,717,949	0	12,717,949	0	0	12,717,949
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	41.96 %	0.00 %	41.96 %	0.00 %	0.00 %
Total	12,717,949	0	12,717,949	0	0	12,717,949
Agenda item 7 Remuneration Report for Leading Personnel
Ordinær	12,716,218	1,731	12,717,949	0	0	12,717,949
votes cast in %	99.99 %	0.01 %		0.00 %
representation of sc in %	99.99 %	0.01 %	100.00 %	0.00 %	0.00 %
total sc in %	41.96 %	0.01 %	41.96 %	0.00 %	0.00 %
Total	12,716,218	1,731	12,717,949	0	0	12,717,949
Agenda item 8 Election of Board Members
Ordinær	12,716,218	1,731	12,717,949	0	0	12,717,949
votes cast in %	99.99 %	0.01 %		0.00 %
representation of sc in %	99.99 %	0.01 %	100.00 %	0.00 %	0.00 %
total sc in %	41.96 %	0.01 %	41.96 %	0.00 %	0.00 %
Total	12,716,218	1,731	12,717,949	0	0	12,717,949

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Shares class	For	Against	Poll in	Abstain	Poll not registered	Represented shares with voting rights
Agenda item 10 Issuance/Renewal of Authorization for Share Capital Increase to the Board
Ordinær	12,716,027	1,922	12,717,949	0	0	12,717,949
votes cast in %	99.99 %	0.02 %		0.00 %
representation of sc in %	99.99 %	0.02 %	100.00 %	0.00 %	0.00 %
total sc in %	41.96 %	0.01 %	41.96 %	0.00 %	0.00 %
Total	12,716,027	1,922	12,717,949	0	0	12,717,949
Agenda item 11 Authorization for the Issuance of New Shares in Connection with the Companys Incentive Program
Ordinær	12,667,976	49,973	12,717,949	0	0	12,717,949
votes cast in %	99.61 %	0.39 %		0.00 %
representation of sc in %	99.61 %	0.39 %	100.00 %	0.00 %	0.00 %
total sc in %	41.80 %	0.17 %	41.96 %	0.00 %	0.00 %
Total	12,667,976	49,973	12,717,949	0	0	12,717,949
Agenda item 12 Authorization for the Purchase of Own Shares for Strategic Purposes
Ordinær	12,717,949	0	12,717,949	0	0	12,717,949
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	41.96 %	0.00 %	41.96 %	0.00 %	0.00 %
Total	12,717,949	0	12,717,949	0	0	12,717,949
Agenda item 13 Authorization for the Purchase of Own Shares for Use in Employee Incentive Program
Ordinær	12,716,218	1,731	12,717,949	0	0	12,717,949
votes cast in %	99.99 %	0.01 %		0.00 %
representation of sc in %	99.99 %	0.01 %	100.00 %	0.00 %	0.00 %
total sc in %	41.96 %	0.01 %	41.96 %	0.00 %	0.00 %
Total	12,716,218	1,731	12,717,949	0	0	12,717,949

Registrar for the company:
NORDEA BANK ABF, FILIAL NORGE

Signature company:
GBODTECH ASA

Share information

Name	Total number of shares	Nominal value	Share capital	Voting rights
Ordinær	30,308,010	2.00	60,616,020.00	Yes
Sum:

§ 5-17 Generally majority requirement

requires majority of the given votes

§ 5-18 Amendment to resolution

Requires two-thirds majority of the given votes
like the issued share capital represented/attended on the general meeting