Shareholders are encouraged to submit a proxy with voting instructions prior to the general meeting, see Appendix 2. Shareholders that still wish to participate in the general meeting by person are encouraged to notify the Company as stipulated in Appendix 1.

Agenda:

1. Opening of the meeting by the chairman of the board
2. Election of a chairperson and a person to co-sign the minutes

The board proposes that chairman of the board, Jethro Holter is elected as chairperson of the meeting.

It is further proposed that a person participating in person at the general meeting signs the minutes together with the chairperson.

1. Approval of the notice and the agenda

The board proposes that the notice and the agenda for the general meeting is approved.

1. Share capital increase in connection with directed issue

On 4 May 2025, the Company announced that it had placed a successful directed issue towards certain shareholders in the Company, with gross proceeds of approximately NOK 12.8 million by issuance of new shares at a subscription price of NOK 0.86 per share, (the "Directed Issue"). Reference is made to the announcement by the Company for further information on the Directed Issue, which is available at the Company's websites and Spotlight Stock Market's information system for news.

As announced in the above-mentioned press release, the subscription of shares including shares subscribed by one board member and the CEO of the Company in the Directed Issue is contingent upon approval from a general meeting in accordance with the rules applicable for the Spotlight Stock Market as well the Norwegian Limited Liabilities Companies Act. Share subscribed by members of the Board or Management require separate approval and is included as a separate item on the agenda.

Accordingly, the board of directors proposes that the general meeting approves a share capital increase in the Company of NOK 6,857,707.20 by issuance of 11,429,512 new shares at a subscription price of NOK 0.86.

The Direct Issue entails a deviation of existing shareholders' right to subscribe for new shares in the Company. As further detailed in the press release from the Company on 4 May 2025 regarding the Directed Issue, the board of directors has carefully considered the possibility of carrying out a rights issue as an alternative to the directed issues, but have concluded that this would have entailed a significantly longer completion period and thus exposure to share price fluctuations and may lead to the Company losing the opportunity to make value-driving investments as well as securing going concern. The board of directors has also assessed that a preferential rights issue would require significant underwriting from a consortium of guarantors, which would entail substantial costs and/or further dilution for existing shareholders. A preferential rights issue would likely also have been made at a lower subscription price, given the recent discount levels for preferential rights issues in the market. Further rationale is provided in the press release.

On this background, the board of directors considers that the deviation of existing shareholders' preferential rights is fair and that the EGM Conditional Issue is in the Company's and shareholders' best interest.

It is however the Boards intention that a repair issue towards smaller shareholders who have not had the chance to subscribe in the direct issue will have an opportunity to subscribe for new shares at a price equal to that in the direct issue, but this is however dependent upon that the issues in this and the next point being approved and that there exist a so significant gap between the subscription price and the observed trading price at Spotlight market that it will justify the expenses related to a repair issue.

Information on material events in the Company after the last balance sheet date, including the Company's interim financial reports are announced and available at the Company's websites as well Spotlight Stock Market's information system for news.

On this background, the board of directors proposes that the general meeting makes the following resolution:

1. The Company's share capital shall be increased by NOK 6,857,707.20 by issuance of 11,429,512 new shares, each with a nominal value of NOK 0.60 (the "EGM Conditional Issue").
2. The new shares shall be issued at a subscription price of NOK 0.86 per share.
3. The new shares shall be subscribed for in accordance with appendix 3.
4. Existing shareholders' preferential rights pursuant to section 10-4 of the Norwegian Limited Liability Companies Act are deviated from in accordance with section 10-5 of the Norwegian Limited Liability Companies Act.
5. Subscription shall be made no later than 19 May 2025 in accordance with proxy.
6. Payment of the subscription amount shall be made no later than 21 May 2025 to the Company's bank account. 
7. The new shares give right to dividend and other shareholders' right in the Company from such date the share capital increase is registered with the Norwegian Register of Business Enterprises.
8. The Company's estimated costs in connection with the share capital increase is approximately NOK 550,000.
9. Section 4 of the articles of association is amended so that it reflects the share capital and number of shares following the share capital increase.

1. Share Capital Increase in connection with Direct issue towards members of Board and Management

As mentioned above a separate approval is needed for the issuance of shares to members of Board and Management.

On this background, the board of directors proposes that the general meeting makes the following resolution:

1. The Company's share capital shall be increased by NOK 2,076,638.40 by issuance of 3,461,064 new shares, each with a nominal value of NOK 0.60 (the "EGM Conditional Issue").
2. The new shares shall be issued at a subscription price of NOK 0.86 per share.
3. The new shares shall be subscribed in accordance with appendix 3.
4. Existing shareholders' preferential rights pursuant to section 10-4 of the Norwegian Limited Liability Companies Act are deviated from in accordance with section 10-5 of the Norwegian Limited Liability Companies Act.
5. Subscription shall be made no later than 19 May 2025 in accordance with proxy.
6. Payment of the subscription amount shall be made no later than 21 May 2025 to the Company's bank account.
7. The new shares give right to dividend and other shareholders' right in the Company from such date the share capital increase is registered with the Norwegian Register of Business Enterprises.
8. The Company's estimated costs in connection with the share capital increase is approximately NOK 5,000.
9. Section 4 of the articles of association is amended so that it reflects the share capital and number of shares following the share capital increase.

1. Approval of the annual accounts and directors' report of Genetic Analysis AS for 2024, including allocation of the result of the year

The annual accounts and directors' report for the Company for 2024, including the proposed allocation of the result for the year are available at the Company's websites, https://www.genetic-analysis.com/financial-reports/

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

The annual accounts and the directors' report for the Company for 2024 are approved, including the board of directors' proposal for allocation of the result of the year.

1. Remuneration to the Company's auditor

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

Remuneration to the Company's auditor for the accounting year of 2024 is approved in accordance with the information presented in the annual accounts for the Company for 2024.

1. Election of members to the board of directors

All members of the board of directors are up for election. The nomination committee has been informed that the present chairperson Jethro Holter will not be up for re-election. The nomination committee's proposal for election of members to the board of directors is included in Appendix 4 to the notice.

The nomination committee proposes that the general meeting makes the following resolution:

The Company's board of directors for the period until the next annual general meeting in the Company shall be:

Morten Jurs - Chairperson
Camilla Huse Bondesson - Board member
Ove Öhman - Board member
Thorvald Steen - Board member
Rune Sørum - Board member
Richard Kurtz - Board member

1. Remuneration of the Board of Directors

The nomination committee proposes that the general meeting makes the following resolution:

In the period until the next annual general meeting, the following board remuneration applies:

Morten Jurs - Chairperson;
Remuneration of NOK 400,000 per year

Camilla Huse Bondesson - Board member;
Remuneration of NOK 125,000 per year

Thorvald Steen - Board member;
Remuneration of NOK 125,000 per year

Rune Sørum - Board member;
Remuneration of NOK 125,000 per year

Ove Öhman - Board member;
Remuneration of NOK 125,000 per year

No remuneration is proposed for the other members of the board of directors

1. Election of members to the nomination committee

It is proposed that the nomination committee is re-elected for a one-year period.

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

In the period until the next annual general meeting in the Company, the nomination committee shall consist of the following members:

Bjørn Fuglaas (Chair)
Svein Lien
Kari Stenersen

1. Remuneration to the Company's nomination committee

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

In the period until the next annual general meeting, the following remuneration for members of the nomination committee applies:

Chair of the nomination committee: NOK 30,000

Other members: NOK 15,000

1. General authorisation to the board of directors to increase the share capital

The board of directors proposes that the general meeting grants the board of directors an authorization to increase the Company's share capital with an amount of up until NOK 11,400,000.00, which equals approximately 30% of the Company's share capital following the issues under item 4 and 5. The purpose of the authorisation is to provide the board of directors with flexibility to issue new shares as, e.g., consideration in acquisitions and other strategic transactions for the Company, as well as in strengthening the Company's share capital.

The Board will also be able to use the authority in connection with potential repair issues related to direct issues.

To ensure that the authorization can be used in accordance with its purpose, the board proposes that the authorization grants the board the right to deviate from existing shareholders' preferential rights.

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

The board of directors is authorised pursuant to section 10-14 (1) of the Norwegian Private Limited Companies Act to increase the Company's share capital by up to NOK 11,400,000.00. Subject to said limitation on the aggregate amount, the authorisation may be used on one or more occasions.

The authorisation is valid until the annual general meeting in 2026, on 30 June 2026 at the latest.

The shareholders' preferential rights to new shares pursuant to section 10-4 of the Norwegian Private Limited Companies Act may be deviated cf. section 10-5 of the Norwegian Private Limited Companies Act.

The authorisation comprises share capital increases against contributions in cash and contributions other than in cash. The authorisation comprises the right to incur special obligations for the company cf. section 10-2 of the Norwegian Private Limited Companies Act, as well as decisions on merger pursuant to section 13-5 of the same act.

With effect from the time of registration of this authority with the Norwegian Register of Business Enterprises, all previous authorities to the board of directors to increase the share capital are revoked

1. Authorisation to the board of directors to acquire own shares

The Company has an authorization to acquire own shares in the Company that expires on 30 June 2025. The authorisation equals approximately 10% of the Company's share capital at the time it was resolved.

An authorisation to acquire own shares provides the Company with flexibility to strategically use own shares in the Company and the shareholders' best interests. The authorization may also be used to deliver shares upon exercise of options by board members or employees. It is therefore proposed that the general meeting approves a renewed authorisation to acquire own shares with a nominal value of up to NOK 3,600,000.00, equalling approximately 10% of the Company's share capital following the issues under items 4 and 5.

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

Pursuant to section 9-4 of the Norwegian Private Limited Liability Companies Act, the board of directors is authorised to acquire shares in the Company ("treasury shares") on behalf of the Company with a total nominal value of up to NOK 3,600,000.00.

In the acquisition of own shares, no consideration can be paid per share that is less than NOK 0.60 or above NOK 10.

Acquisition and sale of own shares may be done as the board of directors deems appropriate.

The authorization is valid until the next annual general meeting of the Company in 2026, however no later than 30 June 2026.

This authorisation replaces the authorisation to acquire own shares resolved by the general meeting on 14 May 2024 (as registered with the Norwegian Register of Business Enterprises on 15 July 2024) from such time this authorisation is registered with the Norwegian Register of Business Enterprises.

1. Extension of share option program

The board of directors wishes to extend the existing share option program in the Company with an additional 2,000,000 share options.

The board proposes that the general meeting makes the following resolution:

The Company's option program is expanded so that management and other employees can be given a total right to acquire up to 2 000 000 shares in the Company. The allocation of options shall be made by the board of directors, and each option shall entitle the holder to subscribe for a share in the Company to the value the board of directors considers as the estimated market value at the time of issue of the option.

1. Authorisation to the board of directors to increase the share capital in connection with the Company's share option program

It is desirable that the board is granted authorisation to increase the Company's share capital by up to NOK 3,223,551.00, equalling approximately 8% of the Company's share capital.

The proxy shall facilitate for future issuance of shares for liabilities derived from existing and/or new options granted to management and employees under the Company's share option program as well as existing options granted to board members.

The Board proposes that the general meeting passes the following resolution:

The board of directors is authorized pursuant to section 10-14 (1) of the Norwegian Private Limited Companies Act to increase the Company's share capital by up to NOK 3,223,551.00 Subject to this aggregate amount limitation, the authority may be used on more than one occasion.

The authorization is valid until the next annual general meeting of the Company in 2026, however no later than 30 June 2026.

The shareholders' preferential rights to new shares pursuant to section 10-4 of the Private Limited Companies Act may be waived, cf. the Private Limited Companies Act section 10-5.

The authority covers capital increases against contributions in cash and contributions other than in cash. The authorisation comprises the right to incur special obligations for the company cf. section 10-2 of the Norwegian Private Limited Companies Act, as well as decisions on merger pursuant to section 13-5 of the Norwegian Private Limited Companies Act.

Shareholders may appoint a proxy to attend and vote on their behalf. In this case a written and dated proxy must be provided. The enclosed proxy form may be used, ref. Appendix 2.

Pursuant to section 4-4 (3) a of the Norwegian Private Limited Liability Companies Act cf. section 5-2 (1) of the Norwegian Public Limited Liability Companies Act, only shareholders in the Company on the fifth working day prior to the general meeting, 12 May 2025 (the record date) are entitled to participate and vote at the general meeting.

Owners of shares held through nominee accounts that wish to participate in the general meeting must through its custodian notify this to the Company in advance and no later than two working days before the general meeting, i.e. on 15 May 2025. Owners of nominee held shares must communicate with their custodians, who are responsible for communicating proxies and/or notice of participation at the general meeting within the said deadline to the Company.

In accordance with § 11 of the Company's articles of association, documents that relates to matters that shall be considered by the general meeting are not sent to shareholders, but are made available at the Company's website, https://www.genetic-analysis.com/for-investors/. Shareholders may still contact the Company by e-mail: rh@genetic-analysis.com with attention to Ronny Hermansen and request that the documents are sent to them without cost.

***

5 May 2025

on behalf of the board of directors in

Genetic Analysis AS

Jethro Holter

Chairperson of the board of directors