Hofseth BioCare ASA — Proxy Solicitation & Information Statement 2023

Dec 14, 2023

Hofseth Biocare ASA: Notice of an extraordinary general meeting

Hofseth Biocare ASA: Notice of an extraordinary general meeting

Reference is made to the stock exchange notice announced by Hofseth Biocare ASA

("HBC" or the "Company") on 13 December regarding an investment of NOK 144

million from Hofseth International AS ("Hofseth International") into HBC (the

"Transaction") subject to, among other things, approval by an extraordinary

general meeting in the Company of the share capital increase relating to the

Transaction (the "EGM"). The Company has already received voting undertakings

from shareholders representing the necessary majority requirement to approve the

Transaction and related resolutions at the EGM.

The board of directors of HBC (the "Board") therefore calls for the EGM to be

held at the offices of the Company at Keiser Wilhelms gate 24, Ålesund on 4

January 2024 at 13:00 hours CEST.

The notice with the full agenda is attached both in Norwegian and English and

contains the following attachments: (1) the Board's proposal for the resolutions

in item 4 and 5, (2) the shareholders' rights, participation and proxy, (3) the

independent expert report relating to the share capital increase, and (4) the

registration and proxy form.

Disclosure of large shareholding

Hofseth International, a close associate, of Board member Roger Hofseth, shall

subscribe for 16,000,000 new preference class B shares at a subscription price

of NOK 9 per class B share. Following completion of the Transaction, Roger

Hofseth and close associates will hold 16,000,000 new preference class B shares

without voting rights, and 129,111,962 ordinary shares with voting rights in the

Company, corresponding to 32,67 % of the votes in the Company, and in total

35,30 % of the share capital. Roger Hofseth and related parties will therefore

exceed the 33 % threshold with respect to the share capital pursuant to section

4-2 (2) of the Norwegian Securities Trading Act.

Mandatory notification of trade

Please see the attached form in accordance with article 19 of the EU Market

Abuse Regulation.

For further information, please contact:

Jon Olav Ødegård, CEO at HBC

Phone: +47 936 32 966

E-mail: joo@hofsethbiocare.no

About Hofseth BioCare ASA:

HBC is a Norwegian consumer and pet health ingredient supplier and an incubator

for new pharmaceutical drug leads. Research is ongoing to identify the

individual elements within its ingredients that modulate inflammation and the

immune response with pre-clinical studies ongoing in multiple clinics and

university research labs. Lead clinical and pre-clinical candidates are focused

on developing an oral treatment for inflammatory disease driven by eosinophils

(a type of white blood cell). Clinical trial work with the oil is ongoing to

ameliorate lung inflammation in eosinophilic asthma and COPD ("smokers lung").

Other leads are focused on using the company's bioactive peptides as a Medical

Food for the protection of the Gastro- Intestinal (GI) system against

inflammation (including ulcerative colitis and the orphan condition necrotizing

enterocolitis).

The company is founded on the core values of sustainability, optimal utilization

of natural resources and full traceability. Through innovative and patent

protected hydrolysis technology, HBC can preserve the quality of the lipids,

proteins and calcium from fresh salmon off-cuts.

Hofseth BioCare's headquarters are in Ålesund, Norway with offices in Oslo,

London, Zürich, New Jersey and Palo Alto, CA.

This information is subject of the disclosure requirements pursuant to article

19 of the EU Market Abuse Regulation and section 5-12 of the Norwegian

Securities Trading Act.