SoftOx Solutions AS — AGM Information 2020

Dec 28, 2020

SoftOx Solutions AS

Notice of

extraordinary general meeting

The shareholders of SoftOx Solutions AS, org. no. 998 516 390 (the "Company") are hereby given notice of an extraordinary general meeting to be held on Monday 4 January 2021 at 11:00.

Due to the current Covid-19 restrictions on indoor events in the municipality of Oslo, the general meeting will be held as an electronic meeting. Consequently it will not be possible to attend the general meeting in person. Shareholders may exercise their shareholder rights by giving voting proxy to the chairman of the board of directors in the Company, with or without specific voting instructions, as further described in Schedule 2.

The Company will facilitate for digital attendance in the general meeting for shareholders. Shareholders who wish to participate electronically must register using the attached notice of attendance in order to receive a link to the general meeting. Unless the chairperson of the meeting decides otherwise, shareholders attending will not have the option to speak, ask questions or vote electronically at the general meeting. Shareholder rights must therefore be exercised by granting power of attorney to the chairman of the board of directors in accordance with the instructions stated in this notice.

The notice of attendance and proxy form must be received prior to 4 January 2021 at 08:00. The proxy form is attached to this notice.

Agenda:

• 1. Opening of the meeting and registration of attending shareholders
• 2. Election of a chairperson and a person to co-sign the minutes
• 3. Approval of the notice and the agenda

4. Share capital increase – private placement

On 16 of December 2020, the Company announced a private placement of a total of 909,090 new ordinary shares in the Company at a subscription price of NOK 55.00 per share, which will give the Company gross proceeds of approximately NOK 50 million (the "Private Placement"). The Private Placement consists of two tranches: tranche 1 consisting of 500,000 shares already issued under a board authorization granted by the Company's general meeting on 30 June 2020 ("Tranche 1") and tranche 2 consisting of 409,090 shares ("Tranche 2") which is subject to a resolution by the Company's extraordinary general meeting. It is proposed that the general meeting approves a capital increase to issue these shares.

Based on this, the board of directors has proposed the following resolutions:

• (i) "The Company's share capital will be increased by NOK 8,181.80 by issuing 409,090 new shares, each with a nominal value of NOK 0.02.
• (ii) The new shares are issued at a subscription price of NOK 55 per share.
• (iii) SpareBank 1 Markets AS shall subscribe for the new shares, and shall be responsible for a direct settlement with the investors who have ordered, and which the Board has allocated, shares in the Private Placement. The pre-emptive right of existing shareholders pursuant to section 10-4 of the Norwegian Companies Act is waived.
• (iv) The new shares will be subscribed for in a separate subscription document by 05 January 2021.
• (v) Payment of the subscription amount shall be made no later than 8 January 2021 to a special issue account specified by the Company.

• (vi) The new shares entitle dividends from the date the capital increase is registered in the Norwegian Register of Business Enterprises (Nw: Foretaksregisteret).

• (vii) The Company's estimated expenses in connection to the capital increase is NOK 3,000,000.

• (viii) § 4 of the Company's articles of association is changed to:

"The Company's share capital is NOK 174,779.80 divided into 8,738,990 shares, each with a nominal value of NOK 0.02. The shares are freely negotiable and registered in VPS. The Norwegian Private Limited Companies Act's provisions on consent prior to change of ownership and preferential rights for existing shareholders shall not apply."

5. Share capital increase – repair issue

Subject to the current market conditions making it appropriate, and subject to the approval of the resolution above under subsection 4, the board of directors are planning to carry out a repair issue to existing shareholders as of 16 December 2020 (as registered in VPS 18 December 2020) which was not allotted shares in the Private Placement and who is not a resident in a state that prevents the person from participating, or will require a listing prospectus.

• (i) The Company's share capital will be increased by minimum0.02 and maximum NOK 3,636.36 by issuing minimum 1 and maximum 181,818 new shares, each with a nominal value of NOK 0.02.
• (ii) The new shares are issued at a subscription price of NOK 55 per share.
• (iii) The Company's existing shareholders per 16 December 2020 (as registered in the Company's shareholder register in VPS as of the end of 18 December 2020) shall have a preferential right to subscribe for the new shares. However, this does not apply to shareholders who were allotted shares in the Private Placement announced on 16 December 2020.
• (i) The new shares are not offered to shareholders in countries other than Norway where such offer would be prohibited or would require the publication of a prospectus, registration or similar measures, unless it is clear that the new shares can be offered based on exceptions to such rules and at no cost to the Company.
• (ii) Non-negotiable subscription rights are issued to shareholders with preferential rights to subscribe in accordance with points (iii) and (vi) above. Oversubscription and subscription without subscription rights are permitted.
• (iii) The new shares shall be allotted as follows:
• (A) Shares shall first be allotted based on subscription rights that have been validly exercised during the subscription period.
• (B) New shares that are not allotted in accordance with (A) will be allotted to holders of subscription rights who have subscribed for more shares than they have subscription rights to. Among these, such shares will as far as possible be allotted in proportion to how many subscription rights each of them has validly exercised during the subscription period.
• (C) New shares that are not allotted in accordance with (A) or (B) will be allotted to subscribers without subscription rights following the board of directors' further decision.
• (iv) The subscription period runs from and including 2 February 2021 to and including 16 February 2021. The start of the subscription period is dependent on the completion and publication of the Company's national offer prospectus. In the event of any delay in the prospectus, the subscription period (and the dates referred to in this section) will be postponed accordingly following the board of directors' further decision). The new shares entitle to dividends from the date the capital increase is registered in the Norwegian Register of Business Enterprises.
• (v) The new shares are subscribed for on a special subscription form.
• (vi) Payment of the subscription amount shall be made no later than 28 February 2021 to an issue account, as specified by SpareBank 1 Markets AS. When subscribing for shares, the

individual subscriber must, upon signing the subscription form, give SpareBank 1 Markets AS a one-off authorization to debit a specified account for an amount corresponding to the number of subscribed shares multiplied by the subscription price. Upon allotment, SpareBank 1 Markets will debit the stated account for an amount corresponding to the number of allotted shares multiplied by the subscription price.

• (vii) The new shares entitle to dividends from the date the capital increase is registered in the Norwegian Register of Business Enterprises.
• (viii) The company's estimated expenses in connection with the capital increase are NOK 1,000,000.
• (ix) § 4 of the Articles of Association is amended to reflect the share capital and the number of shares following the capital increase.

6. Board authorization to increase the Company's share capital

The board of directors considers it appropriate for practical reasons to have a standing power of attorney to issue new shares to ensure that the Company has the sufficient flexibility to issue shares in accordance with issued options and other purposes.

The board of directors proposes that the size of the authorization shall correspond to 10% of the Company's share capital after completion of the Private Placement.

To ensure that the authorization can be used in accordance with the purpose, it is proposed that it grants the board of directors the access to deviate from existing shareholders' pre-emptive rights.

On the basis of the above, the board of directors proposes that the general meeting makes the following resolution:

• (i) The board of directors is authorized in accordance with the Norwegian Private Limited Companies Act § 10-14 (1) to increase the Company's share capital by up to NOK 17,477.98. Within the total amount, the power of attorney may be used several times.
• (ii) The authorization may only be used to issue shares as consideration in connection with the Company's option program, transactions, including acquisitions of other companies, activities or technology rights, or to raise new equity to strengthen the Company's financing.
• (iii) The authorization is valid until the annual general meeting in 2021, however no later than 30 June 2021.
• (iv) The shareholders' pre-emptive right pursuant to section 10-4 of the Norwegian Private Limited Companies Act may be waived.
• (v) The authorization includes a capital increase against deposits in money and against deposits in assets other than money, cf. the Norwegian Private Limited Companies Act § 10-2. Deposits in cash must be paid directly to the Company's account, and the amount must usable by the Company before the capital increase is registered in the Norwegian Register of Business Enterprises.
• (vi) The new shares entitle to dividends from the time the shares are registered in the Register of Business Enterprises
• (vii) The board is authorized to amend § 4 of the articles of association corresponding to the share capital increase(s) by virtue of the authorization.
• (viii) Other subscription terms are determined by the board of directors.
• (ix) All previous authorizations for the issue of shares granted by the general meeting to the board are replaced by this authorization.

* * * *

This notice with attachments, attendance sheet (to participate electronically), proxy form and the Company's Articles of Association are posted on the Company's website. Shareholders who wish to

vote are requested to do so by completing the attached proxy form (Schdule 2). Attendance sheet and proxy form must be returned to ir@soft-ox.com by 4 January 2021 at 08.00.

Copies of the Company's most recent annual accounts and auditor's report are available at the Company's office and on the Company's website: www.soft-ox.com.

***

Oslo, 28 December 2020

Melvin Teigen Chairman

Attachments:

Schedule 1: Notice of Attendance

Schedule 2: Proxy Form

NOTICE OF ATTENDANCE

The undersigned will attend the general meeting of SoftOx Solutions AS on 04 January 2021. I am aware that shareholder rights has to be exercised by proxy to the chair.

I own: _____________________ shares

I am proxy for: _____________________ shares (please attach proxy form(s))

Signature:	______

Name: ________________________(block letters)

Place/date: ________________________

Please send the attendance form to: SoftOx Solutions AS, ir@soft-ox.com. Please make sure that the attendance form is received by the company no later than 04 January 2021 at 08:00.

SOFTOX SOLUTIONS AS

PROXY FORM

As the owner of _______ shares in SoftOx Solutions AS I/we hereby appoint

The chairman of the board of directors

________________________ (insert name)

as my/our proxy to represent and vote for my/our shares at the extraordinary general meeting of SoftOx Solutions AS to be held on 4 January 2021.

If none of the alternatives above has been ticked the chairman of the board will be considered appointed as proxy. If the chairman of the board has been appointed as proxy, the chairman of the board can appoint another member of the board or the management to represent and vote for the shares covered by the proxy.

If the shareholder so desires and the chairman of the board has been appointed as proxy, the voting instructions below can be filled in and returned to the Company. The shares will then be voted in accordance with the instructions.

Resolution	Vote for	Vote against	Abstain
Election of a chairperson and a person to co-sign the minutes
Approval of notice of meeting and agenda
Share capital increase by private placement
Share capital increase by repair issue
Board authorization to increase the Company's share capital

Voting instructions:

If voting instructions are given the following applies:

• If the box "Vote for" has been ticked, the proxy is instructed to vote for the proposal in the notice, with any changes suggested by the board of directors, the chairman of the board or the chairperson of the meeting. In case of changes in the proposals included in the notice, the proxy can at his/her own discretion abstain from voting the shares.
• If the box "Vote against" has been ticked, this implies that the proxy is instructed to vote against the proposal in the notice, with any changes suggested by the board, the Chairman of the Board or the chairman of the meeting. In case of changes in the proposals included in the notice, the proxy can, at his/her discretion, abstain from voting the shares.
• If the box "Abstain" has been ticked, the proxy is instructed to abstain from voting the shares.
• If none of the boxes has been ticked, the proxy is free to decide how to vote the shares.
• In respect of a vote over matters that are not included on the agenda and which may validly come before the meeting, the proxy is free to decide how to vote the shares. The same applies for votes over formal matters, such as election of the chairperson of the meeting, voting order or voting procedure.
• If a shareholder has inserted another person than the chairman of the board as proxy, and wants to give such person instructions on voting, this is a matter between the shareholder and

the proxy. In such a situation, the company does not undertake any responsibility to verify that the proxy votes in accordance with the instructions.

Signature:	______*
Name:	______ (block letters)
	On behalf of shareholder:______ (block letters)
Place/date:	______

Please send the proxy to SoftOx Solutions AS, att: ir@soft-ox.com no later than 4 January 2021 at 08:00.

* If the proxy is given on behalf of a company or other legal entity, relevant evidence of authority must be attached to evidence that the person signing the proxy form is properly authorized.