SoftOx Solutions AS — AGM Information 2024

Jun 28, 2024

MINUTES FROM GENERAL MEETING

SOFTOX SOLUTIONS AS

On 28 June 2024 at 10:00 hours (CEST), the general meeting was held in SoftOx Solutions AS, org. no. 998 516 390 (the "Company") at Martin Linges vei 25 and electronic meeting, 1364 Fornebu.

The Chairman of the Board, Geir Almås, opened the general meeting and registered the attendance. The record of shareholders that were present and proxies is attached to the minutes as Appendix 1.

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 as the chairman of the 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 or the agenda. The notice and the agenda were thus approved.

Item 3 - Approval of the annual accounts and annual report for the financial year 2023

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

"The general meeting approves the annual accounts and annual report for the financial year 2023, including the Board of Directors' report on corporate governance pursuant to the Norwegian Accounting Act section 3- 3b."

Item 4 – Approval of the remuneration to the auditor

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

"Remuneration to the auditor of NOK 256.722, - for statutory audit is approved."

Item 5 – Board authorization 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 5.167.696,-.

(ii) The authorization is effective from registration in the Norwegian Register of Business Enterprises and is valid until the annual general meeting to be held in 2025, however no later than 30 June 2025.

(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).

(v) The authority does not cover an increase of share capital through mergers in accordance with section 13-5 of the Private Limited Companies Act.

(vI) This authorization replaces the authorization to the board to issue shares resolved by the general meeting 30 May 2023."

Item 6 - Board authorization to increase the share capital

The chairman referred to the proposed 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 7.751.544,-.

(ii) The authorization is effective from registration in the Norwegian Register of Business Enterprises and is valid until the annual general meeting to be held in 2025, however no later than 30 June 2025.

(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).

(v) The authority does not cover an increase of share capital through mergers in accordance with section 13-5 of the Private Limited Companies Act.

(vI) The authorization is conditioned that the authorization pursuant to item 5 above is utilized in full."

The general meeting makes the following resolution:

"The general meeting did not support the suggested increase in share capital. The item was unanimously not approved."

Item 7 - Election of Board of Directors

The general meeting makes the following resolution:

"The following persons are re-elected as board members:

• Olav Jarlsby, board member
• Henrik Nielsen, board member
• Adrian Bignami, board member
• Jørgen Berggrav, board member
• Geir Almås, Chairperson

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

Item 8 – Determination of remuneration to the board members

The general meeting makes the following resolution:

"Remuneration to the board members of NOK 125.000 per year and NOK 250.000 per year for the Chairman of Board is approved according to recommendation from the Board of Directors".

Item 9 – Resolution to issue stand-alone subscription rights to employees and board members

According to the unanimous resolution of the 27th of March 2024 following a mistake made in the call for the same extraordinary general assembly, The Board of Directors propose to the General Meeting to approve issue to issue standalone subscription rights to the following:

KEY PERSONELL & BOARD			Warrants amount	Warrants	Duration	Strike
Hermod Farms	Geir Almås	Key Personell	1.944.000	9.720.000	5 years	0,4
Harstad Experience	Christian Harstad	Key Personell	1.194.750	5.973.750	5 years	0,4
Medical Consulting	Thomas Bjarnsholdt	Key Personell	895.000	4.475.000	5 years	0,4
Bonica	Ingrid Juven	Key Personell	1.080.000	5.400.000	5 years	0,4
Elin Jørgensen		Key Personell	171.875	859.375	5 years	0,4
Henrik Nielsen		Board	171.875	859.375	5 years	0,4
Olav Jarlsby		Board	171.875	859.375	5 years	0,4
Adrian Bignami		Board	171.875	859.375	5 years	0,4
Jørgen Berggrav		Board	200.000	1.000.000	5 years	0,4
Total			6.001.250	30.006.250

(i) The Company issues 30.006.250 warrants pursuant to section 11-12 of the Act. Each warrant is exercisable for the subscription of one share in the Company.

(ii) The warrants may only be subscribed to by the employees and directors set out above or, if relevant, their wholly owned private company (the "Subscriber"). Accordingly, the shareholders' preferential rights pursuant to section 11-13 of the Act are set aside.

(iii) The Subscriber shall acquire the warrants through a separate agreement where the specific terms will be determined, no later than by the date of this resolution.

(iv) The warrants are issued without consideration to the Company.

(v) The warrants may only be exercised from the date of registration and within 5 years following the date of this general meeting (the "Exercise Period"). After the Exercise Period, unexercised warrants shall automatically lapse without compensation.

(vi) It is not a requirement that all warrants are exercised simultaneously.

(vii) The consideration payable for each share shall be NOK 0,4 per share.

(viii) The new shares shall have rights to dividends from the date on which the capital increase has been registered with the Register of Business Enterprises.

(ix) The warrants are non-transferable and may not be pledged or otherwise used as security for a Subscriber's obligations or liabilities.

(x) The Company's decisions to increase or decrease the share capital, or a new decision to issue subscription rights, shall not affect the Subscription Rights. The Subscription Rights do not grant the Subscriber any preferential rights to shares, subscription rights, or other equity or debt instruments issued by the Company. (xi) In case of a share split or consolidation the number of warrants shall be adjusted accordingly.

(xii) If the Company is subject to dissolution, merger or demerger or transformed, any unexercised warrants shall cease and cannot be exercised.

The General Meeting makes the following resolution:

"According to the general assembly's unanimous resolution of the 27th of March 2024 following a mistake made in the call for the same extraordinary general assembly, The General Meeting approves the above suggested warrants program as set out above for key management and board members, with a total of 30.006.250 warrants."

Item 10 - Other

• Johan Kvandal representing Hans Petter Grette questions whether the annual accounts and annual report are complete. An ongoing legal case concerning non-payment to a former business partner is not mentioned in the Annual Report and he claims this is in breach with good accounting practice.
• The COB answered that the board has considered the case and found the accounting to be done in accordance with good accounting practice. In addition, the case is informed to the market in the Prospectus in April 2024.

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

***

_____________SIGNED_________________ ______________SIGNED________________

Geir Almås Chairman of the Board

Ingrid Juven Co-signor

APPENDIX I

Shareholders present and proxies

Shareholders represented with proxies to Geir Almås:

• Harefrøken Invest 44 143 699 shares
• Hermod Farms 14 901 849 shares
• Helene Kristine Ihlen 6 376 267 shares

Shareholder represented with proxies to Johan Woo Kvandal, Elden Advokatfirma

Hand Petter Grette 1 312 shares

Shareholder present:

• Almhaug Bolig 79 150 064 shares
• JG Invest 19 380 033 shares
• Ingeborg Almås 11 296 525 shares
• Dina Almås 6 749 728 shares
• Medical Consulting/Thomas Bjarnsholt 3 605 960 shares
• Dinge Invest AS 1 486 385 shares
• Kristian Almås 1 000 shares
• Ingrid Juven 70 000 shares
• Elin Jørgensen 250 shares

187 163 072 of 516 769 641 shares were represented at the meeting (36,2 % of the shareholders).