Nordic Nanovector : Proposed resolutions (English)

NORDIC NANOVECTOR ASA

PROPOSED RESOLUTIONS FOR THE ANNUAL GENERAL MEETING OF NORDIC NANOVECTOR ASA ON 28 JUNE 2023

Item 1 Election of a chairperson for the meeting and a person to co-sign the minutes

Item 2 Approval of the notice and the agenda

Item 3 Approval of the annual accounts and the directors' annual report for Nordic Nanovector ASA and the group for the financial year 2022, including allocation of the result of the year, as well as consideration of the statement on corporate governance

The annual accounts and the directors' report for Nordic Nanovector ASA (the

"Company") and the group is included in the Company's annual report for 2022 which is available on the Company's website nordicnanovector.com.The statement on corporate governance is included in the annual report.

Item 4 Advisory vote on the Company's remuneration report for 2022

The Board of directors (the "Board") has prepared a report on the remuneration of the Company's senior executives (the "Remuneration Report") which has been reviewed by the Company's auditor, cf. Section 6-16b of the Norwegian Public Limited Companies Act. The general meeting shall deal with the Remuneration Report in accordance with Section 5-6 (4) of the Norwegian Public Limited Liability Companies Act by way of an advisory vote.

The Remuneration Report is available on the Company's website nordicnanovector.com.

The Board proposes that the general meeting makes an advisory vote and that the result from the vote is recorded in the minutes from the general meeting.

Item 5 Approval of the auditor's fee

It is proposed that the auditor's fee to Ernst & Young AS for 2022 of NOK 370,000 ex. VAT is approved.

For information on other fees paid to the Company's auditor, reference is made to note 3.7 to the annual accounts, on page 49 in the Company's annual report for 2022.

Item 6 Approval of Share Exchange Agreement and share capital increase

Reference is made to stock exchange announcement on 6 June 2023 regarding the Company's entry of a share exchange agreement (the "Transaction Agreement") to acquire at least 98 % of the shares in Thor Medical AS, (reg. no. 918 672 931) (the "Transaction"). The Transaction will be carried out as a capital increase directed at the shareholders of Thor Medical AS who will subscribe for shares in the Company against settlement in the form of shares in Thor Medical AS (contribution in kind). Thor Medical AS produces and supplies radionuclides, mainly alpha emitters, for cancer treatment. The agreement entails, among other things, that the current shareholders in the Company will be diluted so that after completion of the Transaction they will together hold approximately 50 % of the Company's shares. If the Company acquires all the shares in Thor Medical AS in the Transaction, then the Company will issue 116,035,298 new shares implying an exchange ratio of 50-50. If the general meeting approves the Nomination Committee's recommendation that the current board remuneration can be settled with 646,335 shares in the Company as proposed in item 9 below, and the proposal from "Shareholder group AG Nanovector" to issue 277,993 shares to the chairman of the Board of Directors in accordance with item 14 below, the number of shares that can be issued to the shareholders of Thor Medical AS will increase by 924,328 shares to fulfil the 50-50 exchange ratio (in total 116,959,626 shares).

Reference is also made to the presentation regarding the Transaction published on the Company's website where the detailed terms of the Transaction and the merged group are presented.

An expert report pursuant to section 10-2 (3) of the Public Limited Liability Companies Act, cf. section 2-6 regarding the issue of shares by contribution in kind is published on the Company's website nordicnanovector.com.

Apart from the Transaction Agreement, the Board is not aware of any events of material importance to the Company that have occurred after the last balance sheet date. Reference is also made to the Company's stock exchange announcements published on newsweb.oslobors.nounder ticker NANOV.

The Transaction Agreement imply a change in the Company's business and the Board therefore proposes to the general meeting to resolve changes to the company's purpose and name as set out in the Articles of Association.

The Board proposes that the general meeting adopts the following resolutions:

1. The share exchange agreement dated 6 June 2023 between the Company and the shareholders in Thor Medical AS on the sale and purchase of shares in Thor Medical AS (the "Transaction Agreement"), is approved.
2. The Company's share capital is increased with minimum NOK 22,724,918.40 and maximum 23,391,958.20 through issuance of minimum 113,714,592 and maximum 116,959,626 new shares.
3. The new shares shall each have a nominal value of NOK 0.20.
4. The subscription price for the new shares shall be NOK 0.71944 per share.
5. The new shares shall be subscribed for by the sellers under the Transaction Agreement, for amounts and in numbers as set out in this agreement, on a separate subscription form by 15 August 2023. Consequently, the preferential rights of existing shareholders pursuant to section 10-4 of the Public Limited Liability Companies Act are waived, cf. section 10-5.
6. Payment for the shares shall be settled by contribution in kind by the subscriber transferring to the Company shares in Thor Medical AS (reg. no. 918 672 931). The share deposit shall be settled by 15 August 2023. For a more detailed description of the contribution, reference is made to the expert report prepared by BDO AS.
7. The shares confer full rights, including the right to dividends, from the date of registration of the capital increase in the Register of Business Enterprises.
8. The estimated costs of the capital increase are approximately NOK 50,000.
9. With effect from the date of registration of the capital increase in the Register of Business Enterprises, Article 4 of the Articles of Association is amended to state the share capital and the total number of shares after the capital increase.
10. The resolution is conditional upon the General Meeting adopting a resolution in accordance with the Board of Directors' proposal under item 7 on the agenda.

Item 7 Amendments to the articles of association; company name and object

The Board propose that the general meeting adopts the following resolution:

That section 1 of the articles of association shall read:

1. The name of the company is Thor Medical ASA. The company is a public limited liability company.

That section 3 of the articles of association shall read:

2. The objective of the company is to supply alpha emitters to suppliers and developers of innovative drugs targeting oncology indications of high unmet medical need, including any medical products and equipment, and to run business related thereto or associated therewith.

The amendments to the Articles of Association shall become effective at the time of the completion of the Transaction Agreement.

Item 8 Election of new board members

It is proposed that the General Meeting elects a new board of directors. The Nomination Committee's recommendation is available on the Company's website: nordicnanovector.com.

The Board of Directors proposes that the General Meeting adopts the following resolutions in accordance with the recommendation of the Nomination Committee:

1. Ludvik Sandnes (chairman), John Andersen Jr. and Mimi Kristine Berdal is elected board members for a period of two years until the Annual General Meeting in 2025.

Item 9 Determination of remuneration for the members of the Board (including approval of issue of RSUs to members of the Board)

Reference is made to the Nomination Committee's recommendation which will be made available on the Company's website: nordicnanovector.comand this notice item 12 and 13 on authorization to the Board of Directors to increase the share capital in connection with remuneration to the Board of Directors.

Item 10 Election of members of the Nomination Committee

Reference is made to the recommendation of the Nomination Committee which will be made available on the Company's website: nordicnanovector.com.

Item 11 Determination of remuneration for the members of the Nomination Committee

Reference is made to the recommendation of the Nomination Committee which will be made available on the Company's website nordicnanovector.com.

Item 12 Authorization to the Board to increase the share capital

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to increase the share capital by up to 20% of today's share capital.

The proposal entails that the Board of Directors is provided with an effective tool that can be used to safeguard the interests of the Company and the shareholders. More specifically, the purpose of the authorization is that the Board of Directors will be able to use the authorization in connection with acquisitions and to strengthen the Company's equity if the conditions are right. To this end, the authorization is designed so that the Board of Directors may decide to deviate from the preferential rights of existing shareholders. The authorization may also be used to issue shares to the current chairman and board member as proposed in items 9 and 14 (provided that such remuneration is approved by the general meeting). It is emphasized that the Company is in a phase where work is being done to establish new business areas and strategy.

The Board therefore proposes that the General Meeting adopts the following resolutions:

1. Pursuant to section 10-14 of the Public Limited Liability Companies Act, the Board of Directors is authorized to increase the Company's share capital, in one or more stages, by up to NOK 4,641,412.00 by issuing up to 23,207,060 new shares, each with a nominal value of NOK 0.20.
2. The Board of Directors determines the conditions for capital increases under the authorization.
3. The authorization may be used to strengthen the Company's equity, for general business purposes, including but not limited to financing acquisitions of other companies, businesses or assets, including for the issuance of consideration shares in connection with the above-mentioned transactions, or in connection with an incentive program for employees.
4. The authorization is valid until the Company's Annual General Meeting in 2024, however, no longer than until 30 June 2024.
5. The shareholders' preferential rights to subscribe for shares pursuant to section 10-4 of the Public Limited Liability Companies Act may be waived by using the authorization, cf. section 10-14 of the Public Limited Liability Companies Act.
6. The authorization covers capital increases against contributions in money and in assets other than money and the right to incur special obligations etc. for the Company, cf. section 10-2 of the Public Limited Liability Companies Act. The authorization includes decisions on mergers pursuant to section 13-5 of the Public Limited Liability Companies Act.
7. The Board of Directors is authorized to resolve such amendments to the Company's Articles of Association as an increase in capital necessitates.
8. The authorization replaces the authorization granted at the Company's Annual General Meeting 2022 to increase the share capital by up to NOK 4,641,412.00, granted on 28 April 2022 and registered in the Register of Business Enterprises on 5 May 2022.

Item 13 Authorization to the Board to increase the share capital in connection with the exercise of RSUs

The Board has a need for an authorisation to issue shares for the Company to be able to fulfil its obligations under the Company's RSU program for board members, which is described on page 69 in the Company's annual report for 2022. The Board of Directors proposes that the market value of Nordic Nanovector's shares is set equal to the share price determined in the Transaction, i.e. the volume weighted average share price during the last 10 trading days prior to date of the Transaction Agreement, corresponding to NOK 0.71944.

The Board proposes that the General Meeting passes the following resolution:

1. Pursuant to Section 10-14 of the Norwegian Public Limited Companies Act, the Board is authorised to, in one or more occurrences, increase the Company's share capital by up to
   NOK 264,093.80.
2. The authorisation may only be used to issue shares to members of the Company's Board upon exercise of awarded RSUs.
3. The authorisation is valid until the Company's annual general meeting in 2024, but not longer than to 30 June 2024.
4. The shareholders' preferential right to the new shares pursuant to Section 10-4 of the

Norwegian Public Limited Companies Act may be deviated from.

1. The authorisation does not comprise share capital increases against contribution in kind, cf. Section 10-2 of the Norwegian Public Limited Companies Act.
2. The authorisation does not comprise share capital increase in connection with mergers pursuant to Section 13-5 of the Norwegian Public Limited Companies Act.
3. This authorisation replaces the authorisation granted at the annual general meeting in 2022 for the same purpose, from the date this new authorisation is registered in the Norwegian Register of Business Enterprises.

Item 13 Compensation for additional work for the Chairman of the Board beyond ordinary Board work

The shareholder group AG Nanovector has proposed that the Chairman of the Board of Directors be paid compensation for additional work beyond his ordinary board work in

2023. For much of the period, the Chairman of the Board has worked full-time on finding a financial solution and following the mandate given by the shareholder group. In the period January-May, the Chairman of the Board spent 28 overnight stays and three days travelling to Oslo for meetings, interviews, personnel matters, negotiations and shareholder follow- up. The AG proposes that the general meeting resolves that the Chairman of the Board be compensated NOK 200,000 for additional work beyond board work during the period. In order to save the Company cash, the Chairman of the Board has accepted to have this part paid as shares based on the share price determined in the Transaction, i.e. that the Company issues 277,993 shares to the Chairman of the Board.

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