SoftOx Solutions AS — AGM Information 2023

Jun 21, 2023

MINUTES FROM GENERAL MEETING

SOFTOX SOLUTIONS AS

On 21 June 2023 at 10:00 hours (CEST), an ordinary general meeting was held in SoftOx Solutions AS, org. no. 998 516 390 (the "Company") at Martin Linges vei 25, 1364 Fornebu.

The Chairman of the Board, Geir Almås, opened the general meeting and registered the attendance. The record of shareholders presents and proxies showed that 26,7 % of the shareholders were represented.

The following matters were on the agenda:

Item 1 - Election of chairman of the Annual General Meeting and co-signatory to the minutes

Geir Almås was elected of chairman of the Annual General Meeting.

Ingrid Juven was elected to co-sign the minutes.

Item 2 - Approval of notice and agenda

No objections were made to the notice of the agenda. The agenda was thus approved.

Item 3 - Approval of the annual accounts and annual report for the financial year 2022

The general assembly made the following unanimous decisions:

The annual accounts and annual report for the financial year 2022 were approved, including the Board of Directors report on corporate governance.

Item 4 – Approval of the remuneration to the auditor

The general assembly made the following unanimous decisions:

The Remuneration to the auditor of NOK 231 202 for statutory audit is approved.

Item 5 – Determination of remuneration to the board members

The general assembly made the following unanimous decisions:

The remuneration to the board members of NOK 125.000 per year and NOK 250.000 per year for the Chairman of Board is approved.

Item 6 – Issue of warrants to employees, board members and consultants

The general assembly made the following unanimous decisions:

The shareholders approve of the issue of 281 000 warrants to employees and consultants and change the strike price for all warrants to NOK 15 per share.

Item 7 - Election of members to the nomination committee

The general assembly made the following unanimous decisions:

The following persons are elected as members of the nomination committee:

• Kristian Almås
• Bjørn Larsen

with an election term until the annual general meeting in 2025.

Item 8 – Approval of issue of Independent Subscription Rights

The general assembly made the following unanimous decisions:

(i) The Company shall issue 799 995 warrants in accordance with the provisions of the Private Limited Companies Act section 11-12.

(ii) Each warrant shall give the holder the right to subscribe for one new share in the Company at a subscription price of NOK 8 per new share. The subscription amount for shares issued as a result of exercise of warrants within 31 January 2024, shall be settled by way of conversion of debt into new shares.

(iii) The warrants will be granted free of charge and shall not be tradable.

(iv) The warrants are to be subscribed by the persons listed in appendix 1 to the minutes from the general meeting. The pre-emptive rights of the existing shareholders under section 11-13 (1) cf. section 10-4 of the Private Limited Companies Act are set aside.

(v) Subscription of the warrants shall be made no later than 1 July 2023 on a separate subscription form.

(vi) The warrants may be exercised by written notice to the Company as follows:

a. 228,570 warrants with an exercise price of NOK 8 per share shall be exercised within 31st of January 2024.

b. 571,425 warrants, with a minimum of 100,000 warrants or wholly if holders hold a lesser number of warrants, at any date prior to 29th of May 2028.

After expiry of the relevant exercise periods, the relevant warrants will lapse with no compensation to the holder.

(vii) Shares to be issued as a result of the exercise of warrants shall carry rights to dividends from the date on which the relevant capital increase is registered with the Register of Business Enterprises. (viii) In the event of any split or consolidation of the Company's shares, the warrants shall be amended based on the same principles that are applied for the split or consolidation. No other corporate events shall affect the warrants. The warrants shall not carry any special rights in the event of a liquidation or transformation of the Company.

No other matters are on the agenda.

***

Fornebu, 21 June 2023

____________________ ____________________

Sign Sign

Chaiman of the Board Co-signor

Geir Almås Ingrid Juven