SoftOx Solutions AS — AGM Information 2023

Jun 15, 2023

Amendment to specify item 8 in the notice of the annual general meeting on the 21st of June 2023

Amendment to specify item 8 in the notice of the annual general meeting on the 21st of June 2023

Reference is made to the stock exchange announcement made by the board of directors of SoftOx Solutions AS (the "Company") on 14th June 2023, noticing the Company's shareholders of the Annual General Meeting to be held on 21st June 2023 at 10:00 hours (CEST).

As item 8 "Approval of issue of Independent Subscription Rights" on the agenda did not fulfill the requirements in the Private Limited Companies Act, the board withdraws the existing item and replaces it with the following:

Due to an error, the extraordinary general meeting held on the 30th of May 2023 issued too few warrants to fulfill its obligations under the loan agreement described in the notice published 23rd of May 2023. As a result, the board proposes that the general meeting resolved to issue the remaining 800,000 warrants necessary to ensure allocation in accordance with the mentioned loan agreement.

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

(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.