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IDEX Biometrics ASA AGM Information 2020

Nov 24, 2020

3633_rns_2020-11-24_d15726fa-8eeb-4502-9084-5bf758b92168.pdf

AGM Information

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NOTICE OF EXTRAORDINARY GENERAL MEETING IN IDEX BIOMETRICS ASA

An Extraordinary General Meeting of IDEX Biometrics ASA ("the Company") will take place:

15 December 2020 at 12.00 hours (noon) CET

At the date of the instant notice the Company's resolved share capital amounts to NOK 124,592,824.65 divided into 830,618,831 shares with par value per share of NOK 0.15 (taking into account the private placement announced at Oslo Børs NewsWeb on 10 November 2020). Each share gives right to one vote at the Extraordinary General Meeting. At the date of the instant notice, the Company does not hold any of its own shares. The Company's Articles of Association as of 1 July 2020 is available at www.idexbiometrics.com, which Articles will be amended upon completion of the private placement announced at Oslo Børs NewsWeb on 10 November 2020.

Reference is made to the corona pandemic and the temporary statute approved by the Norwegian government on 26 May 2020 allowing the Board to determine that general meetings may be held by electronic participation. On this background, the Board has determined that the Extraordinary General Meeting will be held as an electronic meeting, allowing the shareholders to participate electronically by following the Meeting through a live audiocast, submitting questions in writing during the Meeting and exercise voting rights through the electronic system. See enclosed briefing for further information on how to participate online at the Extraordinary General Meeting.

Advance notice of attendance is not required. The Notice of Attendance/Power of Attorney form provides more information about attendance, voting etc. Proxies must be submitted by the deadline.

The Board invites the shareholders to submit questions to the Board in advance, and to exercise their voting rights by submitting Power of Attorney forms with voting instructions prior to the Extraordinary General Meeting.

Each shareholder may be accompanied by one adviser and the adviser may submit questions on behalf of the shareholder at the Extraordinary General Meeting. Furthermore, shareholders have the right to request information from the board members and the managing director in accordance with Section 5-15 of the Norwegian Public Limited Companies Act ("PLCA").

The instant notice with attachments and other documents related to the Extraordinary General Meeting are available at www.idexbiometrics.com or can be requested from the Company at no charge from [email protected] or its office.

The Extraordinary General Meeting will consider and resolve the following matters. For the avoidance of doubt, it is noted that any shareholder has the right to put forward alternative resolutions on the various agenda items.

1. Registration of participating shareholders; election of a person to chair the Meeting and a person to co-sign the minutes

The Chair of the Board of Directors ("the Board") of the Company, Morten Opstad, will open the Extraordinary General Meeting. The Board proposes that Morten Opstad shall be elected to chair the Extraordinary General Meeting.

2. Approval of the notice and the agenda of the Meeting

3. Election of the Board of Directors

Reference is made to the Company's announcement at Oslo Børs NewsWeb on 7 October 2020 regarding the nomination committee's invitation to Thomas M. Quindlen to join the Company's Board as a non-voting board observer and advisor, pending board election at the Company's next general meeting of shareholders. The nomination committee is in progress with identifying and selecting a suitable candidate to be proposed as an additional new member to the Board.

The nomination committee's recommendation on this agenda item will be presented before or at the Extraordinary General Meeting.

4. Approval of Indemnification Agreements

Reference is made to the Company's announcement at Oslo Børs NewsWeb on 15 October 2020 regarding the Company's confidential submission of a registration statement to the U.S. Securities and Exchange Commission in connection with a proposed listing of American Depositary Shares ("ADSs") representing the Company's ordinary shares on the Nasdaq Stock Market.

Given the Company's intention to undertake a listing of ADSs representing its shares on a securities exchange in the United States and to become a public reporting company in such jurisdiction, which may subject the Company and its directors and officers to incremental liability in respect thereof, the Board has determined that, in order to attract and retain qualified individuals to the Board and executive management, the Company will attempt to maintain, on an ongoing basis, at its sole expense, liability insurance to protect directors and officers in the Company from certain liabilities.

The Nomination Committee considers it reasonable, prudent, necessary and, in respect of US board members, customary, for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable Norwegian law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

The entering into of Indemnification Agreements with members of the Board of Directors is likely to be considered remuneration of the Board member, pursuant to Section 6-10 of the PLCA, and is therefore dependent on a recommendation from the Nomination Committee and approval from the General Meeting. As set out in the attached recommendation from the Nomination Committee, the Committee recommends that the Company enters into Indemnification Agreements with the Board members in substantially the form set out in Appendix 1 to this Notice. Note: Appendix 1 is available at the company's web site, www.idexbiometrics.com.

The Nomination Committee proposes the following resolution:

It is resolved that the Indemnification Agreement, substantially in the form attached as Appendix 1 to the minutes of the Extraordinary General Meeting, is approved, and can be entered into with each member of the Board of Directors and executive management in the Company and its subsidiaries.

5. 2020 Subscription Rights Incentive Plan

5.1 Approval of Plan Document

Reference is made to the resolution on item 5 in the minutes from the Annual General Meeting held on 15 May 2020.

In order for the 2020 Subscription Rights Incentive Plan to qualify under the US tax code, the plan document for the 2020 Subscription Rights Incentive Plan must be approved by the Company's shareholders. This document, Appendix 2 to this notice, 2 is available at the company's web site, www.idexbiometrics.com.

The Board proposes the following resolution:

It is resolved that the 2020 Subscription Rights Incentive Plan attached as Appendix 2 to the minutes of this Extraordinary General Meeting is approved.

5.2 Ratification and approval of Subscription Rights Exchange Program

By resolution of the 15 May 2020 Annual General Meeting, the shareholders authorized that employees and individual contractors in the Company who held incentive subscription rights under the Company's incentive subscription rights programs 2016, 2017 and/or 2018 ("Existing SRs"), could receive replacement subscription rights ("Replacement SRs") with an exercise price per share of a minimum of NOK 1.71 under the Company's 2020 Subscription Rights Incentive Plan against waiver of the Existing SRs. By the resolution of the 15 May 2020 Annual General Meeting, the replacement should be completed by 31 August 2020.

By reason of an extended administrative process, including among other things review of the exchange program documentation by legal advisors in both Norway and the United States, and system implementation practicalities, the Board was delayed in its process to issue the Replacement SRs. Consequently, while the Board timely approved the terms and conditions for the exchange program, the formal resolution of the replacement was not completed by 31 August 2020.

Reference is made to the Company's announcement at Oslo Børs NewsWeb on 4 October 2020 regarding the Board's resolution on 2 October 2020 to replace a combined total of 25,962,800 Existing SRs from the Company's incentive subscription rights programs for 2016, 2017 or 2018, with the same number of Replacement SRs under the Company's 2020 Subscription Rights Incentive Plan with an exercise price of NOK 1.71 per share. The total outstanding number of subscription rights in the Company remained unchanged.

As the Board's resolution, solely for administrative reasons, was made subsequent to the date set by the 15 May 2020 Annual General Meeting, the Board proposes that the Extraordinary General Meeting ratifies and approves the above-mentioned Subscription Rights Exchange Program.

The Board proposes the following resolution:

It is resolved that the Board's resolution on 2 October 2020 to replace a combined total of 25,962,800 subscription rights under the Company's 2016, 2017 and 2018 incentive subscription rights programs with the same number of subscription rights under the 2020 Subscription Rights Incentive Plan is ratified and approved. The subscription rights are subject to the terms set forth in the resolution by the 15 May 2020 Annual General Meeting.

6. Authorizations to the Board to issue new shares

Reference is made to the Company's announcement on Oslo Børs NewsWeb on 10 November 2020 regarding a private placement of shares resolved in the Company on 9 November 2020, which utilized a significant portion of the board authorization to increase the Company's share capital resolved by the Annual General Meeting on 15 May 2020.

The Company customarily has board authorizations in place to increase the share capital in connection with private placements and rights issues. Generally, as the Company is working to further develop its business operations, it may be necessary that the Board is able to commit transactions on a short notice. The required 21-days' notice for a general meeting may delay this process.

The Board therefore proposes that the Extraordinary General Meeting renews such board authorization and that the renewed authorizations shall expire on the date of the 2021 Annual General Meeting, however no later than 30 June 2021.

The Board proposes that the board authorizations shall be maximized individually and collectively to a total nominal value representing 10 per cent of the registered share capital of the Company at the time of the Extraordinary General Meeting.

By reason of the above, the Board proposes the adoption of the following separate authorizations to the Board to issue shares:

(a) Board authorization to issue shares in private placements

  • 1. The Board of Directors of IDEX Biometrics ASA ("the Company") is authorized to accomplish one or more share capital increases by issuing new shares. The total amount by which the share capital may be increased is NOK 11,821,359.75 (representing 10 per cent of the registered share capital of the Company at the time of this Notice of Extraordinary General Meeting); provided, however, that if share capital increases are registered between the date of this Notice of Extraordinary General Meeting and the Extraordinary General Meeting, the maximum total nominal value of this authorization shall be 10% of the enlarged share capital. Moreover, under no circumstances shall the sum of capital increases that may be accomplished by the Board collectively under agenda item 6 subitems (a) and (b) exceed 10% of the Company's registered share capital at the time of this authorization. Any previous authorizations given to the Board to issue shares shall be, and hereby are, withdrawn with effect from the date this authorization is registered in the Register of Business Enterprises (not including, for the avoidance of doubt, the other authorization contained in this agenda item 6, and the authorization in agenda 7.2 of the minutes from the Annual General Meeting dated 15 May 2020).
  • 2. The authorization may be used in connection with private placements and share issues to suitable investors (may be existing and/or new shareholders, hereunder employees in the Company) in order to raise additional capital for the Company. The authorization does not comprise share capital increases in connection with mergers, cf. Section 13-5 of the PLCA.
  • 3. In the event the Company's share capital or nominal value per share is changed by way of a capitalization issue, stock split, stock consolidation, share capital reduction by way of reduction of the par value etc., the maximum nominal value of the shares that may be issued under this authorization shall be adjusted accordingly.
  • 4. Existing shareholders are waiving their pre-emptive right to subscribe for shares according to the PLCA in the event of a share capital increase as authorized herein.
  • 5. The Board is authorized to decide upon the subscription terms, including issue price, date of payment and the subscribers' right to sell shares to others.
  • 6. Payment of share capital in connection with a share capital increase authorized herein may be made by way of non-cash contribution and other special subscription terms, as same are provided in Section 10-2 of the PLCA.
  • 7. The Annual General Meeting authorizes the Board to amend the Company's Articles of Association concerning the size of the share capital when the instant authorization is used.
  • 8. The authorization shall be valid until the 2021 Annual General Meeting, but not later than 30 June 2021.
  • 9. The new shares, which may be subscribed for according to this authorization, shall have right to dividends declared subsequent to the subscriber having paid the subscription price and the associated share capital increase having been registered in the Register of Business Enterprises. In other respects, the shares shall have shareholder rights from the time of issuance, unless the Board determines otherwise.
  • 10. Shares that are not fully paid cannot be transferred or sold.

(b) Board authorization to issue shares in rights issues

  • 1. The Board of Directors of IDEX Biometrics ASA ("the Company") is authorized to accomplish one or more share capital increases by issuing new shares. The total amount by which the share capital may be increased is NOK 11,821,359.75 (representing 10 per cent of the registered share capital of the Company at the time of this Notice of Extraordinary General Meeting); provided, however, that if share capital increases are registered between the date of this Notice of Extraordinary General Meeting and the Extraordinary General Meeting, the maximum total nominal value of this authorization shall be 10% of the enlarged share capital. Moreover, under no circumstances shall the sum of capital increases that may be accomplished by the Board collectively under agenda item 6 subitems (a) and (b) exceed 10% of the Company's registered share capital at the time of this authorization. Any previous authorizations given to the Board to issue shares shall be, and hereby are, withdrawn with effect from the date this authorization is registered in the Register of Business Enterprises (not including, for the avoidance of doubt, the other authorization contained in this agenda item 6, and the authorization in agenda item 7.2 of the minutes from the Annual General Meeting dated 15 May 2020).
  • 2. The instant authorization may be used in connection with rights issue to existing shareholders of the Company in order to raise additional capital for the Company. The authorization does not comprise share capital increases in connection with mergers, cf. Section 13-5 of the PLCA.
  • 3. In the event the Company's share capital or nominal value per share is changed by way of a capitalization issue, stock split, stock consolidation, share capital reduction by way of reduction of the par value etc., the maximum nominal value of the shares that may be issued under this authorization shall be adjusted accordingly.
  • 4. The Board is authorized to decide upon the subscription terms, including issue price, date of payment and the subscribers' right to sell shares to others.
  • 5. Payment of share capital in connection with a share capital increase authorized herein may be made by way of non-cash contribution and other special subscription terms, as same are provided in Section 10-2 of the PLCA.
  • 6. The Annual General Meeting authorizes the Board to amend the Company's Articles of Association concerning the size of the share capital when the instant authorization is used.
  • 7. The authorization shall be valid until the 2021 Annual General Meeting, but not later than 30 June 2021.
  • 8. The new shares, which may be subscribed for according to this authorization, shall have right to dividends declared subsequent to the subscriber having paid the subscription price and the associated share capital increase having been registered in the Register of Business Enterprises. In other respects, the shares shall have shareholder rights from the time of issuance, unless the Board determines otherwise.
  • 9. Shares that are not fully paid cannot be transferred or sold.

7. Authorization to the Board to acquire own shares

Generally, the Board believes that acquisition of own shares may be in the interest of the Company, among other reasons, for the purpose of increasing the return for the Company's shareholders. For example, acquisition of own shares may be desirable in a situation where the Company's equity and liquidity position is good, while there at the same time is limited access to attractive investment possibilities. In general, acquisition of own shares is considered as a positive sign by the stock market as it demonstrates a focus and emphasis on shareholder values.

By reason of the above and to comply with the requirements in Section 9-4 of the PLCA, the Board proposes that the Extraordinary General Meeting passes the following resolution:

  • 1. In accordance with Sections 9-4 and 9-5 of the PLCA, the Board of Directors of IDEX Biometrics ASA ("the Company") is authorized to acquire the Company's own shares, through ownership or a charge, for a total nominal value of up to NOK 11,821,359.75 (representing 10 per cent of the registered share capital of the Company at the time of this Notice of Extraordinary General Meeting); provided, however, that if share capital increases are registered between the date of the Notice of the Extraordinary General Meeting and the Extraordinary General Meeting the maximum total nominal value of this authorization shall be 10% of the enlarged share capital.
  • 2. Under this authorization, the Board of Directors shall pay at a minimum NOK 0.15 per share and at a maximum the closing price per share, as reported by Oslo Børs, as of the close of trading the day the offer of acquisition is made, provided, however, that the amount shall not exceed the amount of NOK 1,000 per share.
  • 3. The Board is authorized to decide upon the manner and terms of the acquisition, disposition, transfer and sale of own shares, while taking into account the statutory requirement of equal treatment of shareholders.
  • 4. In the event the Company's share capital is changed by way of a capitalization issue, stock split, stock consolidation, share capital reduction by way of reduction of the par value etc., the maximum nominal value of the shares that may be acquired, the minimum price per share, and maximum price per share shall be adjusted accordingly.
  • 5. The authorization shall be valid until the 2021 Annual General Meeting, but no later than 30 June 2021.

*****

24 November 2020 IDEX Biometrics ASA

Morten Opstad Chair of the Board of Directors

THE NOMINATION COMMITTEE'S PROPOSAL TO THE EXTRAORDINARY GENERAL MEETING IN IDEX BIOMETRICS ASA ON 15 DECEMBER 2020

The nomination committee was elected at the Annual General Meeting ("AGM") on 15 May 2020 and is comprised of Robert N. Keith (Chair), Håvard Nilsson and Harald Voigt.

In addition to communicating with each other, the nomination committee has been in contact with the Company's management, the Chair of the Board, board members and some of the largest shareholders in the Company.

Election of board members

Reference is made to the Company's announcement at Oslo Børs NewsWeb on 7 October 2020 regarding the nomination committee's invitation to Thomas M. Quindlen to join the Company's board as a non-voting board observer and advisor, pending board election at the Company's next general meeting of shareholders. The nomination committee is in progress with identifying and selecting a suitable candidate to be proposed as an additional new member to the Board.

The nomination committee's recommendation on this subject will be presented before or at the Extraordinary General Meeting.

Approval of Indemnification Agreement

Reference is made to the Company's announcement at Oslo Børs NewsWeb on 15 October 2020 regarding the Company's confidential submission of a registration statement to the U.S. Securities and Exchange Commission in connection with a proposed listing of American Depositary Shares ("ADSs") representing the Company's ordinary shares on the Nasdaq Stock Market.

Given the Company's intention to undertake a listing of ADSs representing its shares on a securities exchange in the United States and to become a public reporting company in such jurisdiction, which may subject the Company and its directors and officers to incremental liability in respect thereof, the Company, in order to attract and retain qualified individuals to the Board and executive management, attempts to maintain, on an ongoing basis, at its sole expense, liability insurance to protect directors and officers in the Company from certain liabilities.

The nomination committee considers it reasonable, prudent, necessary and, in respect of US board members, customary, for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable Norwegian law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

Entering into Indemnification Agreements with members of the Board of Directors is likely to be considered remuneration of the Board member pursuant to Section 6-10 of the PLCA, which therefore would requirement the involvement and recommendation from the nomination committee.

Therefore, the nomination committee recommends to the General Meeting that the Company enters into such agreements with the Board members and executive management, substantially in the form set out in Appendix 1 to the Notice to the Extraordinary General Meeting to be held on 15 December 2020.

The nomination committee proposes the following resolution:

It is resolved that the Indemnification Agreement, substantially in the form attached as Appendix 1 to this proposal, is approved, and can be entered into with each member of the Board of Directors and executive management in the Company and its subsidiaries.

24 November 2020 The Nomination Committee in IDEX Biometrics ASA

Chair

Robert N. Keith Håvard Nilsson Harald Voigt

Ref no: PIN code:

Extraordinary General Meeting

The Extraordinary General Meeting of IDEX Biometrics ASA will be held on 15 December 2020 at 12.00 hrs. (noon) CET

The Extraordinary General Meeting is held as an online meeting only

Please refer to the guide on how to attend. Advance registration is not required to participate online, but you 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 opens one hour before the meeting starts.

Please log in at https://web.lumiagm.com/?fromUrl=127976397

You must identify yourself using the reference number and PIN code above.

The reference number and PIN is also available in VPS Investor Services (Corporate Actions – General Meeting – click IDEX's ISIN). You can also obtain your reference number and PIN code by contacting DNB Bank Registrar's Dept by phone +47 2326 8020 or by e-mail [email protected].

Please note that if you do not wish to participate online, you may grant proxy to the chair of the board or another person, with or without voting instructions. Please see below and overleaf for details.

Proxy without voting instructions Ref no: PIN code:

This proxy form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please use page 2.

If you do not attend the Extraordinary General Meeting in person, this proxy may be used by a person authorised by you, or you may send the proxy without naming the proxy holder, in such case, the proxy will be deemed to be given to the Chair of the Board or a person authorised by the Board. The proxy must be dated and signed.

The proxy form should be received by DNB Bank ASA, Registrar's Dept no later than 11 December 2020 at 12.00 hrs. The proxy may be sent electronically at https://www.idexbiometrics.com/investors/general-meetings/ or through VPS Investor Services. The proxy form may also be sent by e-mail to [email protected], regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, NO-0021 Oslo, Norway. Fax is not available.

The undersigned

The undersigned ______________________________________________________________ hereby grants (tick one of the two):

the Chair of the Board (or a person authorised by the Board), or


_________
(Name of proxy holder in capital letters)
a proxy to attend and vote for my/our shares at the Extraordinary General Meeting of IDEX Biometrics ASA on 15 December 2020.

Place Date Shareholder's signature (Signature only when granting a proxy)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

Proxy with voting instructions Ref no: PIN code:

This proxy form is to be used for a proxy with voting instructions. If you do not attend the Extraordinary General Meeting in person, you may use this proxy form to give voting instructions. You may grant a proxy with voting instructions to a person authorised by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to have been given to the Chairman of the Board of Directors or a person authorised by the Board of Directors. The proxy must be dated and signed.

The proxy form must be received by DNB Bank ASA, Registrar's Dept. no later than 11 December 2020 at 12.00 hrs. It may also be sent by e-mail to [email protected], regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway. Fax is not available.

The undersigned: ______________________________________________________

hereby grants the Chair of the Board or a person authorised by the Board proxy to attend and vote for my/our shares at the Extraordinary General Meeting of IDEX Biometrics ASA on 15 December 2020.

The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not not ticked off, this will be deemed to be an instruction to vote "for" the proposals in the notice. However, if any motions are made from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote at his or her discretion. In such case, the proxy holder will vote on the basis of his or her reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.

Subjects For Against Abstain
1. Election of a person to chair the meeting and a person to co-sign the minutes
2. Approval of the notice and agenda of the meeting
3. Election of the Board of Directors
4. Approval of Indemnification Agreements
5.1 Approval of 2020 Subscription Rights Incentive Plan document
5.2 Ratification and Approval of Subscription Rights Exchange Program
6 (a) Authorization to the Board to issue new shares in private placements

6 (b) Authorization to the Board to issue new shares in rights issues
7.
Authorization to the Board to acquire own shares

Place Date Shareholder's signature (Signature only when granting a proxy)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

GUIDE FOR ONLINE ATTENDANCE IDEX BIOMETRICS ASA 15 DECEMBER 2020

The guide outlines how to participate online. We also point out that instead of participating online, you have the opportunity to give proxy to the chair of the board or another person in advance of the meeting. See the notice about how to submit a proxy. If you grant a proxy with instructions, you can still choose to log in to the general meeting and override your vote on the individual items. If you have given an open power of attorney, but also log in to the meeting, you will reclaim your voting rights and must vote online.

The technical solution is administered by DNB Bank Registrars Department, which has licensed the software from Lumi Ltd., giving all shareholders the option to attend online.

By attending the online, shareholders will see a live webcast of the meeting, and may submit questions relating to the items on the agenda and cast votes on each item on the agenda. The shareholders are securely identified by reference number and PIN code

No advance registration is required, but you must be logged in before the meeting starts. The following pages will provide a guide on how to access, participate and cast your votes at the General Meeting.

Shareholders who do not find their reference number and PIN code for access or have other technical questions may call DNB Registrar's Department on phone + 47 2326 8020 (08:00-15:30 CET), or send an e-mail to [email protected]

HOW TO ACCESS THE ONLINE EGM

STEP 1

In order to participate online you need access to the Lumi solution by doing either of the following:

  • a) Use the Lumi AGM app: Download the Lumi AGM app from the Apple App Store or Google Play Store by searching for Lumi AGM, or
  • b) Visit

https://web.lumiagm.com: Go to the Lumi AGM website https://web.lumiagm.com either on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible.

STEP 2

Once you have either downloaded the Lumi AGM app or entered

https://web.lumiagm.com into your web browser, you'll be asked to enter the following meeting ID and click Join:

--------------------------------- Meeting ID: 127-976-397 ---------------------------------

Or use this link

https://web.lumiagm.com/?fromUrl=127976397

and you will go directly to Step 3

STEP 3

You will then be required to enter your ID:

a) Reference number from VPS

b) PIN code from VPS

You will be able to log in one hour before the meeting starts.

When successfully authenticated, the info screen will be displayed. You can view company information, submit questions relating to the items on the agenda and live stream the webcast.

HOW TO OBTAIN YOUR REFERENCE NUMBER AND PIN CODE

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 registered shareholders have access to VPS Investor Services through www.vps.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 proxy form).

Nominee registered shareholders: Shares held through nominee accounts (not relevant for Norwegian shareholders) 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 and/or instructions on obtaining your reference number and PIN code for nominee registered shares.

HOW TO VOTE

When the General Meeting starts, all items will be open for voting. Items are closed

as the general meeting deals with them. By clicking on the polling icon on the screen you will access the resolutions and voting choices will be displayed.

To vote, simply select your voting direction from the options shown on screen. A confirmation message will appear to show your vote has been received. For ‐ Vote received

To change your vote, simply select another voting direction. If you wish to cancel your vote, please press Cancel.

Once the chairperson has opened voting, voting on any item can be performed at any time during the meeting until the chairperson closes the relevant voting on the specific resolution. Your last choice before the voting is closed will be final and cannot be changed.

If you have voted in advance, or given voting instructions to the chairman of the board, you will be able to override your choice of vote on the individual items when logging in. If you have given an open power of attorney, you will reclaim your voting rights by logging in, and must then remember to vote.

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 TO THE CHAIRPERSON

Questions or messages relating to the items on the agenda can be submitted by the shareholder or appointed proxy at any time during the Q&A session up until the chairperson closes the session.

If you would like to ask a question relating to the items on the agenda, select the messaging icon.

Type your message within the chat box at the bottom of the messaging screen. Once you have completed your message, click the Send button.

Questions submitted online will be moderated before being sent to the chairperson to avoid repetition and to remove any inappropriate language. All questions and messages will be presented with the full name and identity of the shareholder raising the question.

DOWNLOADS

Links will be available on the info screen. When you click on a link, the selected document will open in your browser.

Data usage for streaming the annual shareholders' meeting or downloading documents via the EGM platform varies depending on individual use, the specific device being used for streaming or download (Android, iPhone, etc) and your network connection (3G, 4G).