SoftOx Solutions AS — AGM Information 2023

May 30, 2023

MINUTES FROM AN EXTRAORDINARY GENERAL MEETING SOFTOX SOLUTIONS AS

MINUTES FROM AN EXTRAORDINARY GENERAL MEETING SOFTOX SOLUTIONS AS

On 30 May 2023 at 10:00 hours (CEST), 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 Chairman of the Board, Geir Almås, 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 A CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING

Geir Almås was elected as the chairman of the extraordinary general meeting.

2. ELECTION OF A PERSON TO CO-SIGN THE MINUTES

Ingrid Juven was elected to co-sign the minutes.

3. APPROVAL OF THE NOTICE AND THE AGENDA

No objections were made to the notice or the agenda.

The notice and the agenda were thus approved.

4. BACKGROUND AND EQUAL TREATMENT CONSIDERATIONS

The chairman referred to the background for the contemplated capital raise, which consist of the WIAB Loan, the Private Placement and the issuance of Warrants (all as defined in the notice of the general meeting). The chairman also referred to the considerations regarding equal treatment of existing shareholders.

This item was not subject to vote, but the general meeting noted the chairman's statement.

5. PROPOSAL TO INCREASE SHARE CAPITAL IN CONNECTION WITH PRIVATE PLACEMENT

The chairman referred to the proposed resolution, and the general meeting unanimously passed the following resolution:

(i) The share capital of the Company shall be increased by minimum NOK 4,500 and maximum NOK 8,000 through the issuance of minimum 225,000 and maximum 400,000 new shares, each with a nominal value of NOK 0.02.

(ii) The new shares are issued at a subscription price of NOK 8.00 per share.

(iii) The new shares shall be subscribed by the chairman of the board of directors on behalf of, and in accordance with authorisation from, the investors which in advance of the general meeting have entered into an agreement with the Company for equity and loan, as further set out in the appendix to the minutes from the general meeting. The pre-emptive rights of the existing shareholders under section 10-4 of the Private Limited Companies Act are set aside in accordance with section 10-5 of the Private Limited Companies Act.

(iv) Subscription for the new shares shall be made no later than 1st of July 2023 on a separate subscription form.

(v) Payment of the subscription amount shall be made no later than 1st of July 2023 to a separate bank account for share issue purposes.

(vi) The new shares shall carry rights to dividends from the date on which the capital increase is registered with the Register of Business Enterprises.

(vii) The Company's estimated costs in connection with the capital increase are NOK 500,000 (excl. VAT).

(viii) Section 4 of the articles of association shall be amended so as to reflect the share capital and number of shares after the share capital increase.

(ix) The resolution is conditional upon the general meeting approving item 6, and will lapse if the item is not resolved.

6. PROPOSAL TO ISSUE WARRANTS TO PARTICIPANTS IN THE FIRST FUNDING ROUND

The chairman referred to the proposed resolution, and the general meeting unanimously passed the following resolution:

(i) The Company shall issue 4,800,000 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 participants in the private placement set out in section 5. 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. 1/3 of the warrants shall be exercised within 31 January 2024.

b. 2/3 of the 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.

(ix) The resolution is conditional upon the general meeting resolving the Private Placement.

7. PROPOSAL TO ISSUE WARRANTS TO CERTAIN EMPLOYEES AND BOARD MEMBERS

The chairman referred to the proposed resolution, and the general meeting unanimously passed the following resolution:

(i) The Company shall issue 2,250,000 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 March 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 employees and board members set out in the appendix to the general meeting minutes. 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. 1/3 of the warrants shall be exercised within 31 March 2024, and will be contingent on the employment or directorship (as applicable) not having been terminated.

b. 2/3 of the 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 period, 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.

8. GENERAL AUTHORISATION TO INCREASE THE SHARE CAPITAL

The chairman referred to the proposed resolution, and the general meeting unanimously passed the following resolution:

(i) The board of directors is authorized pursuant to the Private Limited Companies Act section 10-14 (1) to increase the Company’s share capital in one or more rounds by up to NOK 105,678.71.

(ii) The authorisation is effective from registration in the Norwegian Register of Business Enterprises and is valid until the annual general meeting to be held in 2024, however no later than 30 June 2024.

(iii) The pre-emptive rights of the shareholders under section 10-4 of the Private Limited Companies Act may be set aside.

(iv) The authority covers capital increases against contributions in cash and contributions other than in cash (including by way of conversion of debt cf. section 10-2 of the Private Limited Companies Act). The authority does not cover an increase of share capital through mergers in accordance with section 13-5 of the Private Limited Companies Act.

There were no further matters on the agenda so the meeting was closed.