SoftOx Solutions AS — Proxy Solicitation & Information Statement 2026

Jun 9, 2026

SOFT·OX

To the shareholders of Softox Solutions AS

NOTICE OF ANNUAL GENERAL MEETING

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

Location: The general meeting will be held electronically
Date: June 24th 2026
Time: 10:00 CEST

The Chairman of the Board, Ulrik Spork, will open the Annual 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 Annual General Meeting and co-signatory to the minutes
2. Approval of notice and agenda
3. Approval of the annual accounts and annual report for the financial year 2025
4. Approval of the remuneration to the auditor
5. Election of Board of Directors
6. Determination of remuneration to the board members
7. Election of Nomination Committee
8. Resolution to issue stand-alone subscription rights to the board members and key employees

Proposals for resolutions under items 1 to 8 are set out in Schedule 1.

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SOFT·OX

Attendance at the general meeting, either in person or by proxy, must be registered by the 22nd of June 2026 at 16:00 CEST. To register, complete and submit the attached registration or proxy form to ir@soft-ox.com. 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 2 555 416 994 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 shareholders to submit proxies with or without voting instructions in advance of the general meeting, as further 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 ir@soft-ox.com no later than the 22nd of June 2026 at 16:00 CEST. 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 ir@soft-ox.com no later than the 22nd of June 2026 at 16:00 CEST. 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 business to 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

Fornebu, 9th of June 2026

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

sign

Ulrik Spork

Chairperson of the Board of Directors

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Appendix 1

SOFT·OX

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

Item 1 - Election of Chairman of the Annual 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 - Approval of the Annual Accounts and Annual Report for the Financial Year 2025

The Company's annual report for the financial year 2025 is available on the Company's website www.soft-ox.com. The Board of Directors proposes that the general meeting make the following resolution:

"The general meeting approves the annual accounts and annual report for the financial year 2025."

Item 4 - Approval of the Remuneration to the Auditor

Accrued fees to the auditor related to statutory for 2025 amount to NOK 125 000 for SoftOx Solutions AS.

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

"Remuneration to the auditor of NOK 125 000 for statutory audit is approved."

Item 5 - Election of Board of Directors

The General meeting makes the following resolution:

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

• Ulrik Spork (Chair)
• Christian Vinding Thomsen (Vice Chair)
• Adrian Bignami (Board Member)
• Tore Duvold (Board Member)

with an election term until the annual general meeting in 2027."

Item 6 - Determination of Remuneration to the Board Members

The board of directors proposes that the general meeting adopts the following resolution:

"Remuneration for the board members for the period from the General Assembly 2026 to the General Assembly 2027 equals a yearly remuneration of NOK 125 000 (Board Members), NOK 250 000 (Vice Chair), and NOK 500 000 (Chair)."

The remuneration payable to board members that resign in the period shall be adjusted to reflect the months in office.

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Appendix 1

SOFT·OX

Item 7 – Election of Nominee Comittee

The General meeting makes the following resolution:

"The following persons are re-elected as member of the Nomination Committee:
- Kristian Almås
- Bjørn Larsen

with an election term until the annual general meeting in 2027."

Item 8 – Resolution to issue stand-alone subscription rights to employees and board members

With reference to the EGM 12 September 2024 where the Board is given authority to give warrants or options to employees for the acquisition of shares, limited at all times to 10 % of the company's registered share capital the Board of Directors propose to the General Meeting to approve the issue of standalone subscription rights to the following:

Name	Title	Total allocation		Vesting options # @ 0,113 NOK	Vesting (years)	Vesting by 12/06/2027	Vesting by 12/06/2028	Vesting by 12/06/2029	Accel. Vesting
		% of total issued equity*	number options
Thomas Bjarnsholt	CEO	0,20 %	5 000 000	5 000 000	3	1 666 667	1 666 667	1 666 666	yes
Ingrid Juven/Bonica	CFO	0,20 %	5 000 000	5 000 000	3	1 666 667	1 666 667	1 666 666	yes
Ulrik Spork	CBO	0,59 %	15 000 000	15 000 000	3	5 000 000	5 000 000	5 000 000	yes
Christian V Thomsen	VCBO	0,25 %	6 500 000	6 500 000	3	2 166 667	2 166 667	2 166 666	yes
Adrian Bignami	Board member	0,12 %	3 000 000	3 000 000	3	1 000 000	1 000 000	1 000 001	yes
Tore Duvold	Board member	0,12 %	3 000 000	3 000 000	3	1 000 000	1 000 000	1 000 001	yes
Charlotte Pinholt	Key Employee	0,08 %	2 000 000	2 000 000	3	666 667	666 667	666 666	yes
Elin Jørgensen	Key Employee	0,08 %	2 000 000	2 000 000	3	666 667	666 667	666 666	yes
ESOP (allocated by BoD)	TBD	0,69 %	17 505 212		3	0	0	0	yes
		2,31 %	59 005 212	41 500 000		13 833 334	13 833 334	13 833 331

The subscription rights are granted in connection with the option program, 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:

Fullmakt til å utstede tegningsretter til ansatte og styremedlemmer

1. Selskapet utsteder 59 005 212 tegningsretter i henhold til aksjeloven § 11-12. Hver tegningsrett gir rett til å tegne én aksje i selskapet.
2. Tegningsrettene kan kun tegnes av de ansatte og styremedlemmene som er nevnt ovenfor, eller, hvis relevant, deres heleide private selskap (heretter kalt "Tegneren"). Aksjonærenes fortrinnsrett settes følgelig til side i henhold til aksjeloven § 11-13.
3. Tegneren skal erverve tegningsrettene gjennom en separat avtale hvor de spesifikke vilkårene vil bli fastsatt, senest på datoen for generalforsamlingen.
4. Tegningsrettene utstedes uten vederlag til selskapet.

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

1. The Company issues 59 005 212 warrants pursuant to section 11-12 of the Companies Act. Each warrant is exercisable for the subscription of one share in the Company.
2. 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.
3. The Subscriber shall acquire the warrants through a separate agreement where the specific terms will be determined, no later than the date of this resolution.
4. The warrants are issued without consideration to the Company.

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Appendix 1

SOFT·OX

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.

2. Det er ikke et krav at alle tegningsretter benyttes samtidig.

3. Vederlaget som skal betales for hver aksje skal være NOK 0,113 per aksje.

4. De nye aksjene skal ha rett til utbytte fra den dato kapitaløkningen er registrert i Foretaksregisteret.

5. Selskapets beslutninger om å øke eller redusere aksjekapitalen, eller en ny beslutning om å utstede tegningsretter, skal ikke påvirke tegningsrettene.

6. Tegningsrettene gir ikke Tegneren noen fortrinnsrett til tegningsretter eller andre egenkapital- eller gjeldsinstrumenter utstedt av selskapet.

7. Ved aksjesplitt eller konsolidering skal antall tegningsretter justeres tilsvarende.

8. Hvis selskapet blir oppløst, fusjonert, fisjonert eller transformert, skal eventuelle ubenyttede tegningsretter opphøre og kan ikke benyttes.

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

10. It is not a requirement that all warrants be exercised simultaneously.

11. The consideration payable for each share shall be NOK 0,113 per share.

12. 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.

13. 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.

14. 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.

15. In case of a share split or consolidation, the number of warrants shall be adjusted accordingly.

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

The Board of Directors proposes that the General Meeting makes the following resolution:

"According to the General Assembly's unanimous resolution of the 12th of September 2024 in SoftOx Solutions AS, the General Assembly acknowledge the warrant holders right to subscribe shares according to the above listed warrants rights for key management and board members, with a total of 59 005 212 warrants."

Fornebu, the 9th of June 2026.

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Appendix 2

SOFT·OX

ATTENDANCE SLIP ANNUAL GENERAL MEETING

Shareholders wishing to participate in the Annual General Meeting to be held on 24th of June 2026, 10:00 CEST, are kindly asked to complete and return this Attendance Slip to the Company's e-mail address at ir@soft-ox.com by 22nd of June 2026, 16:00 CEST.

The undersigned wishes to participate in the Annual General Meeting of Softox Solutions AS on 24th of June 2026 10:00 CEST.

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, ir@soft-ox.com. The Company should be in receipt of the Attendance Slip by 22nd of June 2026, 16:00 CEST.

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Appendix 3

SOFT·OX

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)

to act as proxy and represent and vote on behalf of my/our shares at the Annual General Meeting of Softox Solutions AS on 24th of June 2026.

Signature: ____ *
Name: ________ (upper case)
Shareholder: ________
Location/date: ________

Authorization should be sent to: SoftOx Solutions AS, ir@soft-ox.com

• 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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Appendix 3

SOFT·OX

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 Annual General Meeting of SoftOx Solutions AS on 24th of June 2026 10:00.

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 Annual General Meeting and co-signatory to the minutes
2. Approval of notice and agenda
3. Approval of the annual accounts and annual report for the financial year 2025
4. Approval of the remuneration to the auditor
5. Election of Board of Directors
6. Determination of remuneration to the board members
7. Election of Nomination Committee
8. Resolution to issue stand-alone subscription rights to employees and board members

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 Annual 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 Annual 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 Annual 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)

Location/date: _____

Authorisation should be sent to: SoftOx Solutions AS, ir@soft-ox.com

• 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.