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SoftOx Solutions AS — AGM Information 2022
Dec 9, 2022
3747_rns_2022-12-09_de2c9298-f25e-41c1-8f0f-975c1917a562.pdf
AGM Information
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MINUTES FROM AN EXTRAORDINARY GENERAL MEETING SOFTOX SOLUTIONS AS
These minutes have been prepared in both Norwegian and English. In case of any discrepancies between the versions, the Norwegian version shall prevail.
On 9 December 2022 at 12:00 hours (CET) an extraordinary general meeting was held in SoftOx Solutions AS, org. no. 998 516 390 (the "Company") at Martin Linges vei 25, 1364 Fornebu.
The chairperson of the board, Melvin Teigen, opened the general meeting and registered the attendance. The record of shareholders present and proxies is attached to the minutes as appendix 1.
The following matters were on the agenda:
1. Election of chairman of the Extraordinary General Meeting and co-signatory to the minutes
Melvin Teigen was elected as the chairman of the extraordinary general meeting.
Kristine Rød was elected to co-sign the minutes.
2. Approval of the notice and the agenda
No objections were made to the notice or the agenda.
The general meeting was thus declared legally established.
3. Election of additional board members
The chairman referred to the proposed resolution, and the general meeting passed the following resolution:
The following persons are re-elected as board members:
-
Kari Myren, board member
-
Olav Jarlsby, board member
with an election term until the annual general meeting in 2024.
And the following persons are elected as additional board members:
- Henrik Nielsen, board member
- Adrian Bignami, board member
- Jørgen Berggrav, board member
- Geir Almås, Executive Chairperson
with an election term until the annual general meeting in 2024.
4. Determination of remuneration to the board members
The chairman referred to the proposed resolution, and the general meeting passed the following resolution:
Remuneration to the board members of the board for the period from the annual general meeting 2022 until the annual general meeting in 2023 is at NOK 125 000 for the ordinary board members and NOK 250 000 for the current chairman's remuneration. The new executive chairman shall receive an annual remuneration of NOK 2 million. The remuneration payable to board members that resign in the period shall be adjusted to reflect the months in office.
In addition, the new board members shall upon their election be granted 20 000 options on the following terms:
- The strikeprice will be set to average volume weighted share price last seven trading days before the 2nd of December 2022
- Options are granted starting from the date of the EGM
- The expiration of each option is 5 years from date of vesting
- The share options shall vest upon completion of quarters, for the next eight quarters following the date for the EGM
- In case of resignations from the board during the period from the date of the EGM in 2022 until the date of the annual general meeting in 2024, regardless of the reason, the chairman of the board or the board members' compensation in the form of options and board fees is adjusted according to the accrued vesting time per commenced quarter in office.
***
There were no more issues on the agenda.
The chairman declared the meeting adjourned.
***
Oslo, 9 December 2022
Melvin Teigen (Chairman)
Kristine Rød (Co-signor)
Attachments:
Schedule 1: Schedule of shareholders represented at the general meeting and voting results
Schedule 2: Letter from the shareholder, presenting request for strengthening the Board of Director with new members Melvin Teigen (Dec 9, 2022 12:27 GMT+1) Melvin Teigen
Signature:
Email: [email protected]
SoftOx Solutions_EGM Minutes_09122022_eng
Final Audit Report 2022-12-09
| Created: | 2022-12-09 |
|---|---|
| By: | Kristine Rød ([email protected]) |
| Status: | Signed |
| Transaction ID: | CBJCHBCAABAA5zBNzmkWtA_tlsqVJz9zhiOrQhsXoHVT |
"SoftOx Solutions_EGM Minutes_09122022_eng" History
- Document created by Kristine Rød ([email protected]) 2022-12-09 - 11:25:45 AM GMT- IP address: 85.221.67.210
- Document emailed to [email protected] for signature 2022-12-09 - 11:26:05 AM GMT
- Email viewed by [email protected] 2022-12-09 - 11:26:27 AM GMT- IP address: 77.16.66.210
- Signer [email protected] entered name at signing as Melvin Teigen 2022-12-09 - 11:27:06 AM GMT- IP address: 77.16.66.210
- Document e-signed by Melvin Teigen ([email protected]) Signature Date: 2022-12-09 - 11:27:08 AM GMT - Time Source: server- IP address: 77.16.66.210
- Agreement completed. 2022-12-09 - 11:27:08 AM GMT