SoftOx Solutions AS — AGM Information 2020

Jun 23, 2020

Notice of the Annual General Meeting of SoftOx Solutions AS

Due to the recommendations issued by the health authorities in the on-going COVID-19 pandemic, shareholders are encouraged to appoint the Chairman of the Board to act as proxy instead of physically attending the Annual General Meeting. This will help to reduce the spread of COVID-19. The Annual General Meeting will be held as briefly and concisely as possible. Representatives of the Board of Directors and Executive Management will be kept to a minimum. The Annual General Meeting will be live-streamed at [www.softox.com/investorrelations]

Notice is hereby given of the Annual General Meeting of SoftOx Solutions AS:

Date: 30 June 2019

Time: 10 am

The Annual General Meeting will be opened by CEO Geir Almås.

The following will be considered:

• 1. Election of chairman of the Annual General Meeting and co-signatory to the minutes
• 2. Approval of Notice and Agenda

3. Approval of the Board of Directors' proposed 2019 Annual Accounts and Annual Report

Copies of proposed 2019 Annual Accounts, the Board of Directors' Annual Report and the Auditor's Report are included in the Company's Annual Report 2019 which is available to shareholders on the Company's website at: http://www.soft-ox.com/investor-relations/. A copy is likewise available at the Company's offices.

The Board of Directors proposes that the Annual General Meeting pass the following resolutions:

The shareholders approve the Annual Accounts and Annual Report for 2019.

4. Adoption of Board of Directors' fees

For 2019, remuneration for the Board of NOK 100,000 per Board Member is recommended.

The Board of Directors proposes that the Annual General Meeting pass the following resolutions:

The shareholders approve Board of Directors' fees for 2019 of NOK 100,000 per Board Member.

5. Approval of auditor's fees

The Board of Directors proposes that the Annual General Meeting pass the following resolutions:

The shareholders approve the auditor's fees for 2019 on the basis of invoice as specified in Note [1] to the Annual Accounts. The shareholders approve the auditor's fees and other assistance for 2019 of NOK 123,750 as recognised in the accounts.

6. Election of Board Members

The term for Lars Johan Frigstad, Kari Grønås and Olav Trygve Jarlsby expires at the Annual General Meeting. Olav Trygve Jarlsby will stand for re-election for two years if the Annual General Meeting should require it.

The Board of Directors has sought assistance from a committee of shareholders in the Company to identify new Board Members. The following candidates have been proposed:

Melvin Teigen, Chairman of the Board, (new) Kari Myren, physician and Medical Director, (new) Claus Seeberg, (new) Olav Jarlsby, (re-election)

CVs for each proposed Board Member are attached to this Notice.

The Board proposes that the Annual General Meeting pass the following resolutions on remuneration of Board Members:

The Board of Directors' fees for the period until the Annual General Meeting 2021 are proposed to be NOK 125,000 per year for ordinary Board Members and NOK 250,000 for the Chairman of the Board.

7. Issue of options to employees and new Board Members

The Board has decided to allocate options to employees as a bonus for 2018 and 2019 on the following terms.

The Board allocates 138,500 bonus options which are to be allocated to employees and consultants for 2018 and 2019 at a price of NOK 30. The price reflects the share price at the end of the year with a maturity of five (5) years. 37,500 options are likewise granted to CEO Geir Hermod Almås on the same terms.

The Board further proposes that Board Members be allocated options as additional compensation. These options grant the right to purchase 12,500 shares at a price that is set

at the average price for the Company's shares in the period from 22 June 2020 to 29 June 2020. The options are to have a maturity of five (5) years. The Chairman of the Board will be given 25,000 options on the same terms. The options constitute remuneration for the term.

The Board proposes that the Annual General Meeting pass the following resolutions:

The shareholders approve of the issue of options to employees and new board members.

8. Board authorisation for the issue of shares

The Board believes that it is expedient that it should have the authority to increase the share capital by up to NOK 10,000 in share capital. The purpose of the proposal is to give the Board the flexibility to issue shares to finance further growth, issue shares as remuneration as part of acquisitions or as part of the current share and option programme for managers and employees. In order to have the necessary flexibility, the Board requests that the Board be given authorisation to be able to waive shareholders' pre-emptive rights.

The Board proposes that the Annual General Meeting pass the following resolution:

• (i) Pursuant to Sections 10-14 (1) of the Norwegian Limited Liability Companies Act, the shareholders grant the Board of Directors the authorisation to increase the Company's share capital by up to NOK 10,000. Within this total limit, the authorisation may be used several times.
• (ii) The authorisation may be used to issue shares as remuneration in connection with transactions, including the acquisition of other companies, businesses or technology rights, to obtain new equity to strengthen the Company's financing or as part of the Company's share and option programme.
• (iii) The authorisation applies until the Annual General Meeting in 2021, although not beyond 30 June 2021.
• (iv) Shareholders' pre-emptive rights under Section 10-4 of the Norwegian Limited Liability Companies Act may be waived.
• (v) The authorisation includes an increase in capital against contributions in cash and contributions in kind, cf. Section 10-2 of the Norwegian Limited Liability Companies Act. The authorisation includes a decision on a merger pursuant to Section 13-5 of the Norwegian Limited Liability Companies Act.
• (vi) All previous authorisations for the issue of shares granted by the Annual General Meeting to the Board of Directors are replaced by this authorisation.

* * * * * *

Due to COVID-19, shareholders are encouraged to appoint the Chairman of the Board to act as proxy instead of participating in the Annual General Meeting. Shareholders who wish to participate in the Annual General Meeting (either in person or by proxy) must notify the Company of this by sending the attached Attendance Slip by post to the Company at the following address: Hoffveien 1 A, 0275 Oslo or by e-mail to post@soft-ox.com. The Company must be in receipt of the Attendance Slip by 29 June 2020 at 4 pm.

SoftOx Solutions AS is a Norwegian limited liability company governed by Norwegian law, including the Norwegian Limited Liability Companies Act. The Company has, as of the date of this Notice, issued 7,829,900 shares. Each share carries one vote. All shares have equal rights. The Company has, as of the date of this Notice, no own shares.

Shareholders have the right to have matters addressed at the Annual General Meeting. Shareholders must notify the Board of Directors in writing of such matters and include a motion for a resolution or a reason for requesting the matter included on the agenda no later than seven (7) days prior to the date on which notice of the Annual General Meeting must be given.

Shareholders are entitled to invite an advisor to the Annual General Meeting and may give one advisor the right to speak.

Shareholder are entitled to make proposals for resolutions in matters on the agenda and to require that

Board Members and the CEO at the Annual General Meeting provide available information on matters that may affect the assessment of (i) the approval of the Annual Accounts and the Annual Report; (ii) matters submitted to the shareholders for resolution, (iii) the Company's financial position, including activity in other companies in which the Company participates and (iv) other matters to be addressed by the Annual General Meeting, unless the information required cannot be provided without disproportionate damage to the Company.

Shareholders who are unable to attend may attend by proxy. A Shareholder Proxy Form with further instructions for use of the form is attached to this Notice. Shareholders are encouraged to appoint Lars Johan Frigstad, the Chairman of the Board, to act as proxy to help reduce the spread of COVID-19. Completed Shareholder Proxy Forms should be sent to the Company to the following e-mail address post@soft-ox.com or by post to Hoffsveien 1A, 0275 Oslo. The Company should be in receipt of Shareholder Proxy Forms by 29 June 2020 at 4 pm.

This Notice, the Company's Articles of Association and the Company's Annual Report are available on the Company's website at: www.soft-ox.com. Shareholders can contact the Company to obtain the required documents.

for THE BOARD OF DIRECTORS of SoftOx Solutions AS

SIGNED

Lars Johan Frigstad

ATTENDANCE SLIP ANNUAL GENERAL MEETING

Shareholders wishing to participate in the Annual General Meeting to be held on 30 June 2020 at 10 am are requested to complete and return this Attendance Slip to the Company's e-mail address at post@soft-ox.com by 29 June 2020 at 4 pm.

The undersigned wishes to participate in the Annual General Meeting of SoftOx Solutions AS on 30 June 2020 at 10 am.

I own:	___ shares
I am acting as proxy for:		___ shares (proxy/proxies to be attached)
Signature:	___
Name:	___ (upper case)
Location/date:	___

Due to the on-going COVID-19 pandemic, it is desirable and strongly recommended that shareholders follow the Annual General Meeting by using the digital link provided. If shareholders should have questions they wish to be addressed, these should be sent to post@soft-ox.com in advance. These will be answered during the Annual General Meeting.

The Attendance Slip should be sent to: SoftOx Solutions AS, Hoffsveien 1A, 0275 Oslo or post@soft-ox.com. The Company should be in receipt of the Attendance Slip by 4 pm 29.06.20

SoftOx Solutions AS

PROXY

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

the Chairman of the Board

________________________ (insert name)

to act as proxy and represent and vote on behalf of my/our shares at the Annual General Meeting of SoftOx Solutions AS on 30 June 2020.

If neither of the above options is ticked, the proxy will be deemed to be given to the Chairman of the Board. If the proxy has been given to the Chairman of the Board, the Chairman of the Board has the right to give another Board Member or member of the executive management the right to represent, and vote for, the shares covered by the proxy.

If the shareholder so wishes and the Chairman of the Board has been appointed to act as proxy, the voting instructions below may be completed and sent to the Company. Voting will take place for the shares in accordance with the instructions.

Voting instructions:

Resolution	For	Against	Abstain
2. Approval of notice and agenda
3. Approval of the Board of Directors' proposed 2019 Annual Accounts and Annual Report
4. Adoption of Board of Directors' fees
5. Approval of auditor's fees
6. Election of Board Members
7. Options for employees and Board Members
8. General Board authorisation for the issue of shares

If voting instructions have been given, the following applies:

• If 'For' is ticked, the proxy is instructed to vote for the resolution set out in the Notice with the changes that the Board of Directors, the Chairman of the Board or the Chairman of the Annual

General Meeting may propose. In the event of changes to the proposals set out in the Notice, the proxy may at his discretion refrain from voting for the shares.

• If 'Against' is ticked, the proxy is instructed to vote against the resolution set out in the Notice with the changes that the Board, the Chairman of the Board or the Chairman of the Annual General Meeting may propose. In the event of changes to the proposals set out in the Notice, the proxy may at his discretion refrain from voting for the shares.
• If 'Abstain' is ticked, this means that the proxy is instructed not to vote for the shares.
• If no alternative is ticked, this means that the proxy is free to decide how to vote for the shares.
• In elections, instructions are limited and only apply to voting on the election of the candidates specified in the Shareholder Proxy Form.
• For voting on matters not included in the Notice, but which may properly come before the Annual General Meeting, the proxy is free to decide how to vote for the shares. The same applies to voting on formal matters, e.g. election of chairman, voting order or voting method.
• If the shareholder has appointed a proxy other than the Chairman of the Board and wishes to give this person instructions on voting, this is a matter between the shareholder and the proxy which does not concern the Company. In this event, the Company does not assume responsibility for checking whether the proxy votes in accordance with his instructions.

Signature:	______*
Name:	______ (upper case)
Location/date:	______

Authorisation should be sent to: SoftOx Solutions AS, Hoffsveien 1A, 0275 Oslo or post@soft-ox.com.

* If a proxy is issued on behalf of a company or other legal entity, a company certificate and/or authorisation must be attached to show that the signatory is authorised to act as proxy. If satisfactory documentation is not received, the person appointed to act as proxy is free to use or reject the proxy at his discretion.

CVs for the Board's proposed new Board Members

Melvin Teigen (Chairman of the Board)

• Born 24 April 1959

Education:

• "Siviløkonom" from Norwegian School of Management (BI), 1986
• Bachelor from University of Agder (Agder Distriksthøgskole), 1982

Relevant work experience:

• Sissener AS, 2016 2018: Compliance and administration
• Kollektivtrafikkens Personellservice SA, 2014 2016: CEO
• Sissener Energy ASA, 2010-2013: CEO and Director
• Sissener Sirius ASA, 2009 2015: CEO and Director
• Kaupthing ASA, 2004-2008: Investment Banking
• Carnegie ASA, 1996-2004: Investment Banking
• Oslo Stock Exchange, 1986-1996. Vice President of the Listing Department. Contact person for listed companies, application of new listings, trading department and general presentations of the stock exchange.

Board experience:

• Servatur S.A, 2016: Director
• Picasso Kapital AS 2015 2020: Director and COB
• PolyDisplay AS 2013 2018: Director and COB
• SeaBird Exploration Limited, 2009 2014: Director
• Corporate Solutions AS, 2008-: Partner and CEO

Kari Myren

Head of Global Medical Affairs and Clinical Development, Photocure

Kari Myren joined Photocure in 2015 as Medical Director, taking on the role as Head of Global Medical Affairs and Clinical Development from January 2019. She has broad experience with ten years of expertise from medical affairs and clinical development in the biotech and pharma industries such as Novartis and Roche Diagnostics, ranging from drug development and medical affairs management to business development, health economics and external affairs management, commercialization strategy for start-ups and management of international collaboration initiatives

between pharma and diagnostics. She holds a Medical degree from the University of Oslo and has clinical experience from the field of breast and endocrine surgery.

Claus Seeberg

Summary:

Combining marketing skills and over 20 years of commercial experiences he possesses the ability to deliver results and recognition within challenging markets.

As a partner and executive director in different companies he has developed and managed a high performing work force, working closely with management to improve work relationships and increase productivity and retention.

• One of the first and still one of the biggest investors in SoftOx Solutions.

Professional experience:

2017-Present - CEO/Partner at Iriz AS

Technology and digitalisation have always been a passion for Claus, so IRIZ was founded on the idea to use digital technologies to change old business models and provide new value-producing opportunities. They also established a business accelerator program that gives developing companies access to mentorship, investors and other support that help them become stable, self-sufficient businesses.

2009-2016 – CEO/Partner of Fuel Express AS

1998-2009 – CEO/Founder of Cube Reklamebyrå AS

Education

Istituto per l'Arte e il Restauro | Palazzo Spinelli Group

George Washington University