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SoftOx Solutions AS

Pre-Annual General Meeting Information Nov 28, 2025

3747_rns_2025-11-28_2357d9e3-81cf-4946-8764-8bfa8a4e28c8.pdf

Pre-Annual General Meeting Information

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To the shareholders of Softox Solutions AS

NOTICE OF EXTRAORDINARY GENERAL MEETING

The Board of Directors of Softox Solutions AS (the "Company") hereby convenes its Extraordinary General Meeting.

Location: The general meeting will be held electronically

Date: December 15th 2025

Time: 10:00 am CET

The Chairman of the Board, Ulrik Spork, will open the Extraordinary General Meeting. The person opening the meeting will register the attendance of shareholders present and proxies.

The Board of Directors of the Company proposes the following agenda for the general meeting:

  • 1. Election of chairman of the Extraordinary General Meeting and co-signatory to the minutes
  • 2. Approval of notice and agenda
  • 3. Resolution to issue stand-alone subscription rights to Patras Capital Pte. Ltd. d/b/a Long State Investments Ltd

Proposals for resolutions under items 1 to 3 are set out in Schedule 1.

***

Attendance at the general meeting, either in person or by proxy, must be registered by the 12th of December 2025 at 16:00 CET. To register, complete and submit the attached registration or proxy form to [email protected] Please refer to the attached forms for further instructions.

Softox Solutions AS is a Norwegian private limited liability company governed by Norwegian law, including the Norwegian Limited Liability Companies Act. The Company has, as of the date of this Notice, issued 2.330.416.994 shares. Each share carries one vote. All shares have equal rights. The Company has, as of the date of this Notice, no own shares.

Shareholders are entitled to attend the general meeting, either in person or by proxy. The Company still encourages shareholdersto submit proxies with or without voting instructions in advance of the general meeting, asfurther described below.

Shareholders may appoint a proxy to attend and vote on their behalf. Proxies may be submitted by completing and submitting the proxy form attached as Appendix 2, following the instructions set out in the form. The proxy must be in writing, dated, and signed. Proxy forms must be received by [email protected] no later than the 12th of December 2025 at 16:00 CET. See the enclosed proxy form for further information on proxies. Proxies received before the general meeting may be considered withdrawn if the shareholder attends the general meeting in person.

The meeting will be held electronically, and each shareholder is invited and encouraged to participate. Shareholders who wish to participate must notify the Company of this by e-mail to [email protected] no later than the 12th of December 2025 at 16:00 CET. Practical information for such participation will be provided to those concerned before the general meeting.

Furthermore, shareholders have the right to propose resolutions on matters to be addressed at the general meeting. However, please note that the deadline for shareholders to add new items to the agenda has passed, according to the Act section 5-11, second sentence. A shareholder may demand that board members and the Chief Executive Officer provide available information at the general meeting about matters that may affect the assessment of items that have been presented to the shareholders for their decision. The same applies to information regarding the Company's financial position and other businessto be transacted at the general meeting unless the information demanded cannot be disclosed without causing disproportionate harm to the Company. Shareholders are entitled to bring advisors and may grant the right of speech to one advisor.

This notice, including appendices and the documents to be considered by the general meeting, is also posted on the Company's website.

Attachments:

Schedule 1: The board of directors' proposal for resolutions

Schedule 2: Notice of Attendance

Schedule 3: Proxy Forms

Lysaker, 28th of November 2025

Kind regards on behalf of the Board of Directors of Softox Solutions AS

Sign Ulrik Spork

Chairperson of the Board of Directors

***

Schedule 1 - The board of directors' proposal for resolutions:

Item 1 - Election of Chairman of the Extraordinary General Meeting and Co-signatory to the Minutes

The Board of Directors proposes that the general meeting adopt the following resolution:

"The general meeting elects Chairman of the Board, Ulrik Spork, to chair the meeting. The Company's CFO, Ingrid Juven, is elected to co-sign the minutes together with the chair of the meeting."

Item 2 - Approval of Notice and Agenda

The Board of Directors proposes that the general meeting adopt the following resolution:

"The notice and the agenda are approved."

Item 3 – Resolution to issue stand-alone subscription rights to Patras Capital Pte. Ltd. - d/b/a Long State Investments Ltd

With reference to the equity placement agreement with Patras Capital Pte. Ltd.-d/b/a Long State Investments Ltd dated 14.08.2025, the Board of Directors proposes to the General Meeting to approve the issue of 60 000 000 standalone subscription rights to Patras Capital Pte. Ltd. - d/b/a Long State Investments Ltd:

The subscription rights are granted in connection with the equity placement agreement, and consequently, existing shareholders' preferential rights to subscribe to the subscription rights are waived, in accordance with Section 11-13 of the Companies Act.

The General meeting makes the following resolution:

Utstedelse av tegningsretter til Long State Investements Limited

    1. Selskapet utsteder 60 000 000 tegningsretter i henhold til aksjeloven § 11-12. Hver tegningsrett gir rett til å tegne én aksje i selskapet.
    1. Tegningsrettene kan kun tegnes av Patras Capital Pte. Ltd. d/b/a Long State Investments Ltd (heretter kalt "Tegneren"). Aksjonærenes fortrinnsrett settes følgelig til side i henhold til aksjeloven § 11-13.
    1. Tegneren skal erverve tegningsrettene ihht vilkårene fastsatt i avtalen om aksjeplassering av 14. august 2025.
    1. Tegningsrettene utstedes uten vederlag til selskapet.
    1. Tegningsrettene kan kun benyttes fra registreringsdatoen og innen 5 år etter datoen for generalforsamlingen (heretter kalt "Utøvelsesperioden"). Etter utøvelsesperioden skal ubenyttede tegningsretter automatisk bortfalle uten kompensasjon.
    1. Det er ikke et krav at alle tegningsretter benyttes samtidig.
    1. Vederlaget som skal betales for hver aksje skal være NOK 0,15 per aksje.
    1. De nye aksjene skal ha rett til utbytte fra den dato kapitaløkningen er registrert i Foretaksregisteret.

Resolution to issue stand-alone subscription rights to Long State Investments Limited

    1. The Company issues 60 000 000 warrants pursuant to section 11-12 of the Companies Act. Each warrant is exercisable for the subscription of one share in the Company.
    1. The warrants may only be subscribed to by Patras Capital Pte. Ltd. d/b/a Long State Investments Ltd (the "Subscriber"). Accordingly, the shareholders' preferential rights pursuant to section 11-13 of the Act are set aside.
    1. The Subscriber shall acquire the warrants according to the terms the Equity Placement Facility Agreement 14 August 2025.
    1. The warrants are issued without consideration to the Company.
    1. The warrants may only be exercised from the date of registration and within 5 years following the date the general meeting (the "Exercise Period"). After the Exercise Period, unexercised warrants shall automatically lapse without compensation.
    1. It is not a requirement that all warrants be exercised simultaneously.
    1. The consideration payable for each share shall be NOK 0,15 per share.
    1. 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.

    1. Selskapets beslutninger om å øke eller redusere aksjekapitalen, eller en ny beslutning om å utstede tegningsretter, skal ikke påvirke tegningsrettene.
    1. Tegningsrettene gir ikke Tegneren noen fortrinnsrett til tegningsretter eller andre egenkapital- eller gjeldsinstrumenter utstedt av selskapet.
    1. Dersom det utstedes en bonusaksjeemisjon til aksjeeierne, vil antallet aksjer som en tegningsrett kan utøves på økes med antallet aksjer som investoren ville ha mottatt dersom tegningsretten hadde blitt utøvd før datoen for bonusemisjonen.
    1. Ved aksjesplitt eller konsolidering skal antall tegningsretter justeres tilsvarende.
    1. Antall tegningsretter skal justeres ved fisjon, fusjon eller annen omorganisering som involverer selskapet.
    1. 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.
    1. 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.
    1. If there is a bonus share issue to the holders of Shares, the number of Shares over which a Warrant is exercisable will be increased by the number of Shares which the Investor would have received if the Warrant had been exercised before the date for the bonus issue.
    1. In case of a share split or consolidation, the number of warrants shall be adjusted accordingly.
    1. The number of Warrants shall be adjusted in the event of any de-merger, merger or other reorganisation involving the Company.

Lysaker, the 28th of November 2025.

ATTENDANCE SLIP EXTRAORDINARY GENERAL MEETING

Shareholders wishing to participate in the Extraordinary General Meeting to be held on 15th of December 2025, 10:00 CET, are kindly asked to complete and return this Attendance Slip to the Company's e-mail address at [email protected] by 12th of December 2025, 16:00 CET.

The undersigned wishes to participate in the Extraordinary General Meeting of Softox Solutions AS on 15th of December 2025 10:00am CET.

I own: shares
I am acting as proxy for: shares (proxy/proxies to be attached)
Signature:
Name: (upper case)
Location/date:
The Attendance Slip should be sent to: Softox Solutions AS, [email protected]. The Company should be in receipt of the Attendance Slip by
12th of December 2025, 16:00 CET.

Softox Solutions AS

PROXY without voting instructions

As the owner of shares in Softox Solutions AS, I/we hereby appoint:
the Chairman of the Board
(insert name)
15th of December 2025. to act as proxy and represent and vote on behalf of my/our shares at the Extraordinary General Meeting of Softox Solutions AS on
Signature: *
Name: (upper case)
Shareholder:
Location/date:
Authorization should be sent to: SoftOx Solutions AS, [email protected]

* If a proxy is issued on behalf of a company or other legal entity, a company certificate and/or authorization must be attached to show that the signatory is authorized to act as proxy. If satisfactory documentation is not received, the person appointed to act as proxy is free to use or reject the proxy at their discretion.

Softox Solutions AS

PROXY with voting instructions

As the owner of
shares in SoftOx Solutions AS, I/we hereby appoint:
the Chairman of the Board
(insert name)
to act as proxy and represent and vote on behalf of my/our shares at the Extraordinary General Meeting of Softox Solutions AS on 15t h of
December 2025 10:00 am.
If neither of the above options is ticked, the proxy will be deemed to be given to the Chairman of the Board. If the proxy has been given to the
Chairman of the Board, the Chairman of the Board has the right to give another Board Member or a member of the executive management the
right to represent and vote for the shares covered by the proxy.
If the shareholder so wishes and the Chairman of the Board has been appointed to act as proxy, the voting instructions below may be completed
and sent to the Company. Voting will take place for the shares in accordance with the instructions.
Voting instructions:
Resolution For Against Abstain
1.
Election of chairman of the Extraordinary General Meeting and co-signatory to the minutes
2.
Approval of notice and agenda
3.
Resolution to issue stand-alone subscription rights to Patras Capital Pte. Ltd d/b/a Long State
Investments Ltd
If voting instructions have been given, the following applies:

If 'For' is ticked, the proxy is instructed to vote for the resolution set out in the Notice with the changes that the Board of Directors, the
Chairman of the Board, or the Chairman of the Extraordinary General Meeting may propose. In the event of changes to the proposals set out
in the Notice, the proxy may, at his discretion, refrain from voting for the shares.

If 'Against' is ticked, the proxy is instructed to vote against the resolution set out in the Notice with the changes that the Board, the Chairman
of the Board, or the Chairman of the Extraordinary General Meeting may propose. In the event of changes to the proposals set out in the
Notice, the proxy may, at his discretion, refrain from voting for the shares.

If 'Abstain' is ticked, this means that the proxy is instructed not to vote for the shares.

If no alternative is ticked, this means that the proxy is free to decide how to vote for the shares.
In elections, instructions are limited and only apply to voting on the election of the candidates specified in the Shareholder Proxy Form.

For voting on matters not included in the Notice, but which may properly come before the Extraordinary General Meeting, the proxy is
free to decide how to vote for the shares. The same applies to voting on formal matters, e.g., election of chairman, voting order, or voting
method.

If the shareholder has appointed a proxy other than the Chairman of the Board and wishes to give this person instructions on voting, this is
a matter between the shareholder and the proxy, which does not concern the Company. In this event, the Company does not assume
responsibility for checking whether the proxy votes in accordance with his instructions.
Signature:
*
Name:
(upper case)

Authorisation should be sent to: SoftOx Solutions AS, [email protected]

Location/date:

* If a proxy is issued on behalf of a company or other legal entity, a company certificate and/or authorization must be attached to show that the signatory is authorized to act as proxy. If satisfactory documentation is not received, the person appointed to act as proxy is free to use or reject the proxy at their discretion.

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