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Medistim

AGM Information Apr 24, 2024

3662_rns_2024-04-24_3fef71c9-6f48-4922-a52d-19dac144f206.pdf

AGM Information

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MINUTES FROM THE GENERAL MEETING IN MEDISTIM ASA

Medistim ASA held its ordinary general meeting Monday the 24th of April 2024 at 10.00. The meeting was held at Medistim office in Økernveien 94. Attachment 1 gives an overview of the shareholders that were represented. 75.87% of the shareholders were represented were 65.76% were represented by proxy.

Chairman of the Board of Director's Øyvin Anders Brøymer opened the meeting.

The agenda for the meeting was as follows:

    1. Approval of notice and power of attorney: There were no comments to the notice, the agenda or proxies and these were approved. The meeting was pronounced lawfully called and assembled.
    1. Appointment of person to chair the meeting, to sign the protocol, to co-sign the protocol and protocol secretary: Øyvin Anders Brøymer was chosen to chair the meeting. Rigmor Blix and Asbjørn Buanes were chosen to sign the minutes together with Øyvin Brøymer. Thomas Jakobsen was chosen as secretary for the meeting. All elections were unanimously chosen.
    1. Approval of annual report for 2023: The General Meeting approved the annual report for 2023.
    1. Approval of the profit and loss and balance sheet for 2023: The income statement for 2023 and balance sheet for 2023 for the holding company and the group were approved.
    1. Approval of the distribution of the profit for the year: The General Meeting approved the distribution of the profit for the year. The General Meeting decided a dividend of NOK 4.50 per share, total TNOK 82,414 corrected for own shares. Further that the remaining TNOK 17,040 is distributed to other equity. Total profit allocated was TNOK 99,454
    1. The Board of Directors' declaration on salary and other remuneration to the management: The declaration was described in the attachment to the notice of the General Meeting. The General Meeting took notice of the orientation. Of a total of 13,913.407 votes, 7,422,231 (53.35%) of the votes approved the principles while 6,491,176 (46.65%) of the votes where against the principles. As a conclusion the General Meeting approved the principals for salary and remuneration to management and key personnel.
    1. Approval of fee to the auditor for 2023:

Fee to the auditor was in total TNOK 1 819 where TNOK 1 704 was for the audit and TNOK 115 was for other services. Of a total of 13,913.407 votes, 13,895,907 (99.87%) of the votes approved the fees to the auditor while 17,500 (0.13%) of the votes where against the fees to the auditor. The General Meeting approved the fees to the auditor.

  1. Election of board members:

Four of the Board Members are on election. This is Board Member Jon H. Hoem, Board Member Lars Rønn, Board Member Tove Raanes and Board Member Anthea Arff-Pettersen. Lars Rønn and Anthea Arff-Pettersen has decided not to take a new term.

  • The Nomination Committee suggests that Jon H. Hoem is re-elected as Board member for a new term of 2 years to the ordinary General Meeting in 2026.
  • As replacement for Lars Rønn the Nomination Committee suggests that Peder Strand is elected as Board Member for a term of 2 years to the ordinary General Meeting in 2026. Peder Strand is Investor Director for Seatankers and has several years of experience within the finance sector. Peder Strand represent Medistim's largest shareholder Acapital Medi Holdco AS, that holds 10.36% of the shares.
  • The Nomination Committee suggests further that Tove Raanes is re-elected as Board Member for a term of 2 years to the ordinary General Meeting in 2026.
  • As replacement for Antea Arff-Pettersen the Nomination Committee suggests that Gry Dahle is elected as board member for a term of 2 years to the ordinary General Meeting in 2026. Gry Dahle is cardiothoracic surgeon and holds several relevant international positions within the cardiothoracic surgery societies.

Of a total of 13,913 407 votes, 7,374,244 (53.00%) of the votes were in favor and 6,539,163 (47.00%) of the votes abstained from voting on this item. As a conclusion the General Meeting approved the election of Jon H. Hoem, Peder Strand, Tove Raanes and Gry Dahle as Board Members until the ordinary General Meeting in 2026.

  1. Fees to the Board of Directors:

The Nomination Committee proposed to the General Meeting that the Chairman receives a fee for 2023 of NOK 500,000. Furthermore, the Nomination Committee proposed that each of the board members for 2023 receive a fee of NOK 290,000 for each member. Total fees to the Board of Directors according to the Nomination Committee's proposal was NOK 2,240,000. All votes was in favor of the proposal. As a conclusion the General Meeting approved the fees to the Board of Directors.

  1. Nomination Committee members on election:

The members of the Nomination Committee, Vegard Søraunet and Jonathan Schönbäck, are on election. Vegard Søraunet has decided not to take a new term. Jonathan Schönbäck is willing to take a new term. It is suggested to the General Assembly that Jonathan Schönbäck is elected as member of the Nomination Committee for two years until the ordinary General Meeting in 2026. Further, as replacement for Vegard Søraunet it is suggested that Eirik Rogstad is elected as member of the Nomination Committee. Erik Rogstad represent Medistim's largest shareholder Acapital Medi Holdco AS. Of a total of 13,913 407 votes, 7,374,244 (53.00%) of the votes were in favor and 6,539,163 (47.00%) of the votes abstained from voting on this item. As a conclusion the General Meeting approved the election of Jonathan Schönbäck and Eirik Rogstad as members of the Nomination Committee by the General Meeting until ordinary General Meeting in 2026.

  1. Fee to the Nomination Committee:

It was suggested to the General Meeting that the leader of the Nomination Committee was compensated with NOK 20,000 and that the members were compensated with NOK 15,000. Total purposed fee to the Nomination Committee was TNOK 50,000. Of a total of 13,913,407 votes, 12,758,407 (91.70%) of the votes approved the fees to the Nomination Committee while 1 155 000 (8.30%) of the votes where against. As a conclusion the General Meeting approved the fees to the Nomination Committee.

  1. Renumeration to the Renumeration Committee and Audit Committee:

The Remuneration Committee consist of 2 members and it was suggested that the leader of the committee was compensated with NOK 20.000 and the member of the committee compensated with NOK 15.000. The Audit Committee consist of 3 members. It was suggested that the leader was compensated with NOK 50.000 and that members were compensated with NOK 35.000. Of a total of 13,913 407 votes, 7,374,244 (53.00%) of the votes were in favor and 6,539,163 (47.00%) of the votes abstained from voting on this item. Fees to the Renumeration and Audit committee was approved by the General Meeting.

  1. Approval of financial assistance to senior executives in connection with purchase of shares in the company under a long-term incentive agreement:

The board proposed that the general meeting approved that the company make a loan with a limit of NOK 10,000,000 available to senior executives in Medistim ASA according to allmennaksjeloven § 8-10. The loan framework can only be used for partial financing of share purchases that Medistim senior executives has been offered. The program gives executive management the opportunity to purchase Medistim shares at a 25 % discount with a lock in period of at least 3 years, or as long as the executive is employed. The exercise of the offer will be limited in time and will only be used once. The board had prepared a statement and a declaration regarding the loan limits that were attached to the notice. Of a total of 13,913,407 votes, 12,758,407 (97.70%) of the votes approved the financial assistance to management while 1,155,000 (8.30%) voted against the proposal. As a conclusion the General Meeting approved the financial assistance related to the long term share based incentive plan for senior management.

  1. Approval of the Board of Directors' suggestion to the General Meeting to renew the Board of Directors' authorization to increase share capital:

The general meeting gave the Board of director's approval to increase share capital on the following terms and conditions:

  • A. The Board of Directors is authorized to increase share capital up to NOK 458,433,25 by issuing up to 1,833,733 new shares at par value of NOK 0.25. The share price and other terms when issuing new shares are set by the board of directors. The Board of Directors can increase the share capital once or in several different occasions.
  • B. In case of a change in par value of the share as a result of a split, fond issue etc, the authorization is adjusted accordingly with the number of shares that can be issued. The share price and other terms are adjusted according to generally known principles for such adjustments, but always within the regulations in the Public Limited Companies Act.
  • C. The authorization shall also include capital increase against other assets than cash deposits.
  • D. The shareholders preferential rights to subscribe shares can be set aside by the Board of Directors according to the Public Limited Companies Act § 10-4.
  • E. The authorization shall include a decision including a fusion according to Public Limited Companies Act § 13-5.
  • F. The authorization is valid until the next ordinary General Meeting.

All votes were in favor of the proposal. The general meeting approved the Board of Director's authorization to increase share capital according to the above terms and conditions.

The general meetings resolution will be registered in the Brønnøysund register centre and must be registered before the Board of Directors can use the authorization.

The purpose of setting aside the preferential rights for existing shareholders to subscribe new shares is to ensure flexibility for the company.

    1. The Board of Director's suggestion to renew the power of attorney to purchase own shares on the following conditions:
    2. A. The authorization is valid until the next general meeting.
    3. B. The company can purchase shares at par value up to NOK 458,433.25, which are 1,833,733 shares at today's par value.
    4. C. The highest price per share shall maximum be NOK 500.00 per share.
    5. D. The lowest price per share shall minimum be NOK 0.25 per share.
    6. E. The Board of Directors can freely decide how to purchase the shares as long as the principle for equal treatment is followed.

All votes were in favor of the proposal. As a conclusion the General Meeting approved the power of attorney to purchase own shares according to above terms and conditions.

The general meeting resolution must be registered in the Brønnøysund register centre before the board can use the authorization.

* * *

There were no other issues on the agenda. The meeting was ended and the minutes signed.

Oslo 24. April 2024

Øyvin Brøymer Asbjørn Buanes Rigmor Blix Sign. Sign. Sign.

_____________ _________________ ___________________

Results of the voting and participation at the General meeting in Medistim ASA the 24th of April 2024

Enclosure to General Meeting protocol

Vote

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Resu
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f the
n th
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l me
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Med
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ASA
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In fa
vou
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Aga
inst
Abst
ain
In fa
vor
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Abst
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val o
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f sha
reho
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by p
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regis
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not
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ppro
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pers
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repr
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roxy
13 9
13 4
07
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00 %
0,00
%
0,00
%
2. A
intm
of p
cha
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he p
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the
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13 9
13 4
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3. A
or 2
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%
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4. A
val o
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2023
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13 9
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%
0,00
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5. A
val o
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dist
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of t
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for
the
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year
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13 4
07
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ard
of D
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decl
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and
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7 42
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6
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%
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7. A
val o
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23.
to t
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13 8
95 9
07
17 5
0
0
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7 %
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%
0,00
%
8. El
ectio
n of
boa
rd m
emb
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0,00
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on H
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s Bo
em a
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7 37
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3
53,0
0
%
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and
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Me
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3
53,0
0
%
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Mem
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ove
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7 37
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3
53,0
0
%
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ahle
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mbe
ry D
as B
Me
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7 37
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3
53,0
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%
0,00
%
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9. Fe
the
Boa
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his i
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gest
s acc
sug
13 9
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00 %
0,00
%
0,00
%
10. J
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and
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7 37
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%
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's su
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to t
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12 7
58 4
07
1 15
5 00
0
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12. A
val o
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mer
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mm
7 37
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4
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6 53
3
53,0
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13. A
val o
f fin
anci
al as
sista
nior
cutiv
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ith p
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of sh
in t
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m in
ive a
to se
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t
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nce
exe
con
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12 7
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f the
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f Dir
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14. A
Boa
ecto
stion
to t
eeti
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Boa
ecto
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o inc
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ene
o re
new
reas
are
13 9
13 4
07
- - 100,
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0,00
%
0,00
%
15. A
val o
f the
Boa
rd o
f Dir
r's s
stion
the
f att
hase
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to r
y to
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pow
er o
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purc
ow
ares
13 9
13 4
07
- - 100,
00 %
0,00
%
0,00
%

Shareholders at the General Meeting:

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23 1
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381
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SEBNANOCAP Chairman Øyvin BrøymerSEBEUROPAFOND SMABOLAG Chairman Øyvin BrøymerKAPITALFORENINGENSEBINVEST II, AFD 3 EUROPA SMALL CAP AKL Chairman Øyvin BrøymerFIDELITYINVESTMENT TRUST: FIDELITY TOTAL INTERNATIONAL EQUITY FUND Chairman Øyvin BrøymerINVESCO INTERNATIONAL SMALL-MIO COMPANY FUND Chairman Øyvin BrøymerMULTl-STYLE, MULTl-MANAGER FUNDS PLC Chairman Øyvin BrøymerMARYLAND STATE RETIREMENT+ PENSION SYSTEM Chairman Øyvin BrøymerINVESCO INTERNATIONAL SMALL-MID CAPTRUST Chairman Øyvin BrøymerVALIC COMPANY I - INTERNATIONAL OPPORTUNITTES FUND Chairman Øyvin BrøymerBRIGHTHOUSE FUNDS TRUST11- BRIGHTHOUSE/OIMENSIONALINTERNATIONAL SMALLCOMPANY PORTFOLIOMONTANA BOARD OFINVESTMENTS Chairman Øyvin BrøymerRUSSELL INVESTMENTS GLOBAL SMALLER COMPANIES POOL Chairman Øyvin BrøymerTM BRUNEL PENSION PARTNERSHIP ACS-TM BRUNEL SMALLER COMPANIES EQUITIESFUND Chairman Øyvin BrøymerRUSSELL INVESTMENT COMPANY PLC Chairman Øyvin BrøymerLonvla Avenir SmallCaoEurooe Chairman Øyvin BrøymerTREMPLIN PMEM Chairman Øyvin BrøymerSANOFI ACTIONS EUROPE PMEEll Chairman Øyvin BrøymerSEBINVEST EUROPA SMALL CAP AKL Chairman Øyvin BrøymerSEBEUROPEAN EQUITY SMALL CAPS Chairman Øyvin BrøymerSEBSICAV2-SEBNORDIC SMALL CAP FUND Chairman Øyvin BrøymerUTHA STATE RETIREMENT SYSTEMS Chairman Øyvin BrøymerTIN NY TEKNIK Chairman Øyvin BrøymerSPDR PORTFOLIO EUROPE EFT Chairman Øyvin BrøymerMANDARINE FUNDS - MANDARINE EUROPE MICROCAP Chairman Øyvin BrøymerSWEDBANK ROBUR SMÅBOLAGSFOND NORDEN Chairman Øyvin BrøymerSWEDBANK ROBUR HEALTHCARE Chairman Øyvin BrøymerVERDIPAPIRFONDET HOLBERG NORGE Chairman Øyvin BrøymerODIN SMALL CAP Chairman Øyvin BrøymerVERDIPAPIRFOND ODIN NORDEN Chairman Øyvin BrøymerVERDIPAPIRFONDET DNB SMB Chairman Øyvin BrøymerINTERNATIONAL CORE EQUITY PORTFOLIO OF DFA INVESTMENT DIMENSIONS GROUP Chairman Øyvin BrøymerJOHN HANCOCK VARIABLE INSURANCE TRUST INTERNATIONAL SMALL COMPANY TRUST Chairman Øyvin BrøymerDIMENSIONAL FUNDS - DFA INTERNATIONAL VECTOR EQUITY FUND 745 THURLOW STREET SUITE 2110 Chairman Øyvin BrøymerDFA International Core Equity Fund 745 Thurlow Street Chairman Øyvin BrøymerMANDATUM SICAV-UCITS - MANDATUM NORDICACTIVE OWNERSHIP EQUIT 53 BOULEVARD ROYAL Chairman Øyvin BrøymerJOHN HANCOCK FUNDS II INTERNATIONAL SMALL COMPANY FUND Chairman Øyvin BrøymerDANSKE BANK AS Chairman Øyvin Brøymer

In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 ab In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, abstain 8 abcd, 10 ab and 12 a b In favour all items except abstain 8 abcd, 10 ab and 12 a b In favour all items except abstain 8 abcd, 10 ab and 12 a b In favour all items except abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6 and 7, abstain 8 abcd, 10 ab and 12 a b In favour all items except item 6, 11 and 13, abstain 8 abcd, 10 ab and 12 a In favour all items except item 6, 11 and 13, abstain 8 abcd, 10 ab and 12 a In favour all items In favour all items In favour all items In favour all items 6 6 6 6 In favour all items 6 In favour all items except item 180 3376

b

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