Circio Holding ASA is calling for an EGM on 27 September 2023 to vote on the following items:

1. The amendment to the Investment Agreement with Atlas
2. A 30:1 reverse stock split to increase the trading price to above NOK 1 (with necessary capital increase)
3. A reduction of the share capital of 2.5 NOK per share

Reference is made to the announcement by Circio Holding ASA on 24 August 2023 that certain changes to the Investment Agreement with Atlas Special Opportunities, LLC ("Atlas") will be presented for a shareholder vote in an extraordinary general meeting (EGM) during September 2023. Due to difficult market conditions and reduced trading volume in Circio shares it has been challenging to utilize the financing facility as foreseen, and risk has increased for both Circio and Atlas. An amendment to the Investment Agreement relating to trading limitations and fees has been negotiated and agreed with Atlas, which the board and management of Circio recommend for shareholders to approve to ensure necessary flexibility for both parties to effectively manage the financing structure.

Further, to comply with minimum share price obligations for companies listed on the Oslo Stock Exchange, pursuant to which the market value for listed shares shall not be lower than NOK 1 for a period of longer than six months, the board of directors proposes that the Circio Holding ASA shares are consolidated in the ratio of 30:1 (reverse split), whereby 30 existing shares, each with a nominal value of NOK 0.1, shall be consolidated to one share with nominal value NOK 3. Following the share consolidation, it is proposed that the Company's share capital shall be reduced by NOK 2.5 to NOK 0.5 per share, and that the reduction amount is used to cover a portion of the Company's accumulated losses, as reflected in the balance sheet per 31 December 2022. 

The proposed amendment to the Investment Agreement, as well as the corresponding amendments to the bond terms entered into with Nordic Trustee AS, and the proposed share consolidation and share capital decrease, are subject to approval by the general meeting. The Company's board of directors has resolved to summon an extraordinary general meeting ("EGM") to be held at the Company's offices at Lysaker on 27 September 2023 at 09:00 CET. The EGM notice is attached to this announcement.

The proposed amendments to the Agreement have been published on the Company's website: Extraordinary General Meeting 2023 (https://www.circio.com/en/extraordinary-general-meeting-september-2023/) (Governance / General meetings) and is also attached to this announcement.

Attachements:

EGM notice Circio Holding ASA - with English appendix.pdf (https://mb.cision.com/Public/17093/3830823/b426ca545f903664.pdf)

EGM notice Circio Holding ASA - with Norwegian appendix.pdf (https://mb.cision.com/Public/17093/3830823/9490b1a2ac022d92.pdf)

Circio investment and subscription - Amendment agreement.pdf (https://mb.cision.com/Public/17093/3830823/94c7b7b3a279748c.pdf)