SoftOx Solutions AS — AGM Information 2021

Dec 17, 2021

Notice of an extraordinary general meeting of SoftOx Solutions AS

Notice is hereby given of an extraordinary general meeting of SoftOx Solutions AS (the "Company") to be held on the 29 December 2021 at 10:00.

Pursuant to section 5-8 of the Norwegian Private Limited Liability Companies Act and due to the ongoing COVID-19 pandemic, the extraordinary general meeting will be held as a video conference meeting without physical attendance for the shareholders. Shareholders who wish to participate electronically must send a notice of attendance to the Company by 28 December 2021 at 12:00 in accordance with the attached notice of attendance form. Details for the video conference meeting will only be provided to shareholders who have given notice in advance.

Agenda:

• 1. Election of chairman of the extraordinary general meeting and a person to co-sign the minutes
• 2. Approval of the notice and the agenda

3. Share capital increase by debt conversion

Almhaug Bolig AS has exercised its right to convert approximately NOK 10 million of the loan granted to the Company on 13 October 2021 into new shares at a conversion price of NOK 38.55 per share pursuant to the terms of the loan agreement.

In connection with the proposed share capital increase by way of debt conversion, the board of directors has prepared, approved and signed a report in accordance with the Norwegian Private Limited Liability Companies Act section 10-2, cf. section 2-6. The report and a statement from the Company's auditor are attached to this notice as Schedule 4.

Based on the above, the Board proposes that the Company's general meeting passes the following resolution:

• (i) The Company's share capital will be increased by NOK 5,188.06 by issuing 259,403 new shares, each with a nominal value of NOK 0.02.
• (ii) The new shares are issued at a conversion price of NOK 38.55 per share, and a total conversion price of NOK 9,999,985.65.
• (iii) The new shares will be issued to Almhaug Bolig AS.
• (iv) The new shares will be subscribed for by Almhaug Bolig AS. Subscription for the new shares shall be made no later than 31 December 2021 on a separate subscription form.
• (v) Settlement of the new shares will be made by offsetting the subscriber's claim of NOK 9,999,985.65 against the Company under a short-time loan agreement dated 13 October 2021. Such set-off shall take effect from the time the new shares are subscribed for.

• (vi) The new shares carry rights to 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 are NOK 50,000.

• (viii) § 4 of the Company's articles of association is amended to reflect the share capital and the number of shares following the capital increase.

4. Authorization to increase the share capital in relation to a repair issue and subsequent share capital increases

Following the issue of shares in connection with the private placement that took place on 15 December 2021, the board no longer has an authority to issue shares. The board generally considers it appropriate to have an authorization to increase the share capital and issue new shares. The authorization will, among other, be used to issue shares in connection with the possible repair issue as announced in connection with the private placement on 15 December 2021.

The board proposes that the Company's general meeting passes the following resolution:

• (i) The board of directors is authorized in accordance with the Norwegian Private Limited Companies Act section 10-14 (1) to increase the Company's share capital by up to NOK 40,300. Within the total amount, the power of attorney may be used several times.
• (ii) The authorization may be used to issue shares as consideration in connection with acquisitions, in connection with the exercise of options to subscribe for shares and to raise new equity to strengthen the Company's financing.
• (iii) The authorization is valid until the annual general meeting in 2022, however no later than 30 June 2022.
• (iv) The shareholders' pre-emptive right pursuant to section 10-4 of the Norwegian Private Limited Liability Companies Act may be waived.
• (v) The authorization includes capital increases against deposits in cash and against deposits in assets other than cash, cf. the Norwegian Private Limited Liability Companies Act section 10-2. The authorization includes the right to incur special obligations for the company, cf. the Norwegian Private Limited Liability Companies Act section 10-2. The authorization includes a decision on a merger in accordance with the Norwegian Private Limited Liability Companies Act section 13-5.
• (vi) The previous authorizations for the issue of shares granted by the general meeting to the board are replaced by this authorization.

* * *

This notice with attachments are posted on the Company's website.

Shareholders who wish to vote in advance are requested to do so by completing the attached proxy form (Schedule 2). Shareholders are encouraged to exercise their shareholder rights by voting in advance by appointing the Company's chairman as their proxy, with or without specific voting instructions, as further described in Schedule 2.

The notice of attendance and proxy form must be returned to ir@soft-ox.com by 28 December 2021 at 12:00.

SoftOx Solutions AS is a Norwegian private limited liability company governed by Norwegian law, including the Norwegian Private Limited Liability Companies Act. The Company has, as of the date of this notice, issued 9,168,468 shares, and has resolved to issue 915,000 additional shares that are still not registered. 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 extraordinary 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 extraordinary general meeting must be given.

Shareholders are entitled to invite an advisor to the extraordinary general meeting and may give one advisor the right to speak.

Shareholders are entitled to make proposals for resolutions in matters on the agenda and to require that board members and the CEO at the extraordinary general meeting provide available information on matters that may affect the assessment of matters submitted to the shareholders for resolution, unless the information required cannot be provided without disproportionate damage to the Company.

This notice is an English translation. In case of discrepancies between the Norwegian official version and this English translation, the Norwegian version shall prevail.

***

Oslo, 17 December 2021

Melvin Teigen

Chairman of the Board of Directors

Attachments:

Schedule 1: Notice of Attendance

Schedule 2: Proxy Form

Schedule 3: Draft of articles of association

Schedule 4: The report from the board including the auditor's statement

NOTICE OF ATTENDANCE

Important notice: Shareholders are encouraged to vote by proxy. The general meeting will only be held digital, and it will not be possible with physical attendance.

Deadline for registration of attendance, proxies and instructions: 28 December 2021, at 12:00

Notice of attendance for virtual attendance:

The undersigned will virtually attend the extraordinary general meeting of SoftOx Solutions AS on 29 December 2021 at 10:00.

I own: _____________________ shares I am proxy for: _____________________ shares (please attach proxy form(s)) Signature: _______________________________________________ Name _______________________________________________ (block letters) Email: _______________________________________________ (to receive a link to the meeting) 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 28 December 2021 at 12:00.

Registered shareholders will receive a link to the video conference by email in advance of the meeting.

PROXY FORM

Important notice: Shareholders are encouraged to vote by proxy. The general meeting will only be held digital, and it will not be possible with physical attendance.

Deadline for registration of attendance, proxies and instructions: 28 December 2021, at 12:00

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 29 December 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.

Voting instructions:

Resolution	Vote for	Vote against	Abstain
1. Election of a chairman of the extraordinary general meeting and co signatory to the minutes
2. Approval of the notice and the agenda
3. Share capital increase by conversion of loan
4. Authorization to increase the share capital in relation to a repair issue and additional share capital increases

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 28 December 2021 at 12:00.

* 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.

Articles of Association SoftOx Solutions AS

Adopted 8 May 2012, last amended 29 December 2021

(English office translation)

§ 1 Business name

The company's name is SoftOx Solutions AS. The company is a private limited liability company.

§ 2 Business office

The company's business office is in the municipality of Oslo.

§ 3 Business

The company's activities are research, development, production, sales, marketing and licensing of products for use in human and veterinary medicine, including medicines, medical equipment and disinfection products, as well as everything related to this. The business can be run directly or through investments in subsidiaries or other businesses.

§ 4 Share capital

The company's share capital is NOK 206,857.42 divided into 10,342,871 shares, each with a nominal value of NOK 0.02. The shares are freely transferable and registered in VPS. The provisions of the Norwegian Private Limited Liability Companies Act on consent in the event of a change of ownership and pre-emptive rights for existing shareholders shall not apply.

§ 5 Management

The company's board of directors consists of 1 to 6 board members in accordance with the general meeting's further decision. The general meeting elects the chairman of the board. The company's signature right is by joint signature by the chairman of the board and the managing director.

§ 6 General meeting

The ordinary general meeting shall consider:

1. Approval of the annual accounts and the annual report, including the distribution of dividends.

2. Other matters which according to the law or the articles of association belong to the general meeting.

§ 7 In relation to the Norwegian Private Limited Liability Companies Act

In other respects, reference is made to the current company legislation.

SOFTOX SOLUTIONS AS

Report in accordance with the Norwegian Private Limited Liability Companies Act section 10-2

(English office translation)

This report is issued by the board of directors of SoftOx Solutions AS (the "Company") on 15 December 2021 in accordance with the Norwegian Private Limited Liability Companies Act section 10-2.

1. Background

On 13 October 2021, the Company's largest shareholder, through Almhaug Bolig AS, granted the Company a short-term, interest-free and unsecured loan with a principal of NOK 15 million (the "Loan"). According to the loan agreement, the Loan shall in principle be settled against cash, but Almhaug Bolig AS has the right to convert the Loan into new shares in the Company at a subscription price per share of NOK 38.55. The agreed subscription price for new shares represented the volume-weighted average trading price of the Company's shares in the 5-day period prior to the loan agreement.

In connection with the private placement (the "Private Placement") of 915,000 new shares in the Company, which was completed on 15 December 2021, Almhaug Bolig AS has exercised the right to convert parts of the Loan into shares in the Company. In connection with this, the Company and Almhaug Bolig AS have agreed, subject to the completion of the Private Placement and approval by the Company's general meeting, that NOK 9,999,985.65 of the Loan will be settled by issuing 259,403 new shares in the Company at a conversion price of NOK 38.55 per share.

As such, the board has decided to propose to the Company's general meeting that the Company's share capital be increased by NOK 5,188.06 by issuing 259,403 new shares, each with a nominal value of NOK 0.02, at a subscription price of NOK 38.55 per share.

The new shares shall be subscribed for by Almhaug Bolig AS. The new shares will be subscribed for in a separate subscription document.

2. Set-off

As consideration for the new shares, Almhaug Bolig will set off part of its claim of the outstanding principal of the Loan. The debt to be set off is NOK 9,999,985.65.

The debt to be set off is accounted for in the Company's accounts and constitutes a real obligation for the Company.

The conversion price under the loan agreement and thus the proposed subscription price of NOK 38.55 per share is equal to the volume-weighted average trading price for the Company's shares in the last five days prior to the date of the Loan agreement minus five percent.

3. Statement

The board declares that the value of the debt to be set off at least corresponds to the agreed consideration, i.e. the total nominal value of the 259,403 shares to be issued each with a nominal value of NOK 0.02 and a total nominal value of NOK 5,188.06, as well as a share premium of NOK 9,994,797.59.

***

***

Oslo, 15 December 2021

Melvin Teigen Chairman

Kari Myren Board member

Claus Seeberg Board member

Olav Jarlsby Board member

To the Shareholders' Meeting of Softox Solutions AS

Statement on the report on share capital increase by conversion of debt - Softox Solutions AS

We have reviewed the report dated 15.12.2021 in connection with the decision that Almhaug Bolig AS is allowed to settle his/her contribution for shares in Softox Solutions AS by converting debt. The report comprises the Board of Directors' presentation of information pursuant to the requirements of the Norwegian Limited Liability Companies Act section 2-6 first par. no. 1 to 4, and the Board's confirmation that the debt to be converted at least equals the consideration.

The Board of Directors' responsibility

The Board is responsible for the preparation of the report and the valuations on which the consideration is based.

Auditor's responsibility

Our responsibility is to make a statement on the report based on our review.

We conducted our review and issue our statement in accordance with the Norwegian standard SA 3802-1 "The auditor's statements and reports pursuant to Norwegian company legislation". The standard requires that we plan and perform our review to obtain reasonable assurance for the fact that the value of the debt to be converted at least equals the agreed compensation. The work includes a review to ensure that the debt to be converted is a real payment commitment, and that the description of it is appropriate and adequate as a basis for assessing whether the debt can be converted as settlement for the commitment to acquire shares.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the report dated 15.12.2021 includes the information required by the Norwegian Limited Liability Companies Act section 2-6 first par. no. 1 to 4 and the debt to be converted at least equals the consideration of shares in Softox Solutions AS at a nominal value of NOK 5 188,06 and a premium of NOK 9 994 797,59.

Oslo, 16.12.2021 Berge & Lundal Revisjonsselskap AS

Eivind Lundal State Authorised Public Accountant

Note: This is a translation of the original official Norwegian document and is provided for information purposes only.

berge & lundal revisjonsselskap as

statsautorisert revisor, medlem av Den norske Revisorforeningen Rosenkrantz' gate 20, 0160 Oslo, tlf. 22 01 06 00 www.berge-lundal.no | post@berge-lundal.no Rev.nr./Org.nr. 967 418 064 side 1 av 1

Til generalforsamlingen i Softox Solutions AS

Uttalelse om redegjørelse ved oppgjør av aksjeinnskudd ved motregning i Softox Solutions AS

Vi har kontrollert redegjørelsen datert 15.12.2021 i forbindelse med beslutning om at Almhaug Bolig AS skal kunne gjøre opp innskuddsforpliktelse for aksjer i Softox Solutions AS ved motregning. Redegjørelsen inneholder styrets presentasjon av opplysninger i overensstemmelse med de krav som stilles i aksjeloven § 2-6 første ledd nr. 1 til 4 og styrets erklæring om at gjelden som skal motregnes, minst svarer til vederlaget.

Styrets ansvar for redegjørelsen

Styret er ansvarlig for å utarbeide redegjørelsen.

Revisors oppgaver og plikter

Vår oppgave er å uttale oss om redegjørelsen på grunnlag av vår kontroll.

Vi har utført vår kontroll og avgir vår uttalelse i samsvar med standard for attestasjonsoppdrag SA 3802-1 "Revisors uttalelser og redegjørelser etter aksjelovgivningen". Standarden krever at vi planlegger og utfører kontroller for å oppnå betryggende sikkerhet for at gjelden som skal kunne motregnes minst svarer til det avtalte vederlaget. Arbeidet omfatter kontroll av at gjelden er en reell betalingsforpliktelse og at beskrivelsen av den er hensiktsmessig og dekkende som grunnlag for vurdering av hvorvidt gjelden kan motregnes som oppgjør for innskuddsforpliktelse for aksjer.

Etter vår oppfatning er innhentet bevis tilstrekkelig og hensiktsmessig som grunnlag for vår konklusjon.

Konklusjon

Etter vår mening inneholder redegjørelsen de opplysningene aksjeloven § 2-6 første ledd nr. 1 til 4 krever og den gjeld som skal kunne motregnes svarer etter vår mening minst til det avtalte vederlaget for aksjer i Softox Solutions AS pålydende NOK 5 188,06 samt overkurs NOK 9 994 797,59.

Oslo, 16.12.2021 berge & lundal revisjonsselskap AS

Eivind Lundal statsautorisert revisor (elektronisk signert)

berge & lundal revisjonsselskap as

statsautorisert revisor, medlem av Den norske Revisorforeningen Rosenkrantz' gate 20, 0160 Oslo, tlf. 22 01 06 00 www.berge-lundal.no | post@berge-lundal.no

Rev.nr./Org.nr. 967 418 064 side 1 av 1

Elektronisk signatur

Lundal, Eivind Fødselsdato 1962-08-15 Norwegian BankID

Signert av Dato og tid

(UTC+01:00) Amsterdam, Berlin, Bern, Rome, Stockholm, Vienna

16.12.2021 10.21.25

Dette dokumentet er signert med elektronisk signatur. En elektronisk signatur er juridisk forpliktende på samme måte som en håndskrevet signatur på papir. Denne siden er lagt til dokumentet for å vise grunnleggende informasjon om signaturen(e), og på de følgende sidene kan du lese dokumentet som er signert. Vedlagt finnes også en PDF med signaturdetaljer, og en XML-fil med innholdet i den elektroniske signaturen(e). Vedleggene kan brukes for å verifisere gyldigheten av dokumentets signatur ved behov.