Medistim

AGM Information • Apr 24, 2019

MINUTES FROM THE GENERAL MEETING IN MEDISTIM ASA

Medistim ASA held its ordinary general meeting Wednesday the 24th of April 2019 at 10.00. The meeting was held at the company offices in Økernveien 94 in Oslo. Attachment 1 gives an overview of the shareholders that were represented. 56.73 % of the shareholders were represented were 29.54 % 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. 1,244,669 votes of total 10,402,000 votes abstained to vote on this point. The meeting was pronounced lawfully called and assembled.

2. 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 Kari Krogstad were chosen to sign the minutes together with Øyvin Brøymer. Thomas Jakobsen was chosen as secretary for the meeting. All elections were unanimously chosen.

3. Approval of annual report for 2018

The Chairman of the meeting went through the annual report for 2018. The General Assembly took note of this and there were no comments to the report.

4. Approval of the income statement and balance sheet for 2018

The income statement and balance sheet for 2018 was presented for the holding company and the group to the general meeting by the chairman of the meeting. The general meeting took notice of the presentation and there were no comments to the presentation. The income statement for 2018 and balance sheet for 2018 for the holding company and the group were approved.

5. Allocation of profit for 2018

The profit for 2018 was TNOK 46,143 for the holding company. The Board of Directors suggested a dividend to the shareholders of NOK 2.25 per share, total TNOK 40,925 and that TNOK 5,518 is transferred to other equity. The company has 148,500 Medistim shares and does not pay dividend on own shares. Shareholders registered in VPS by the end of the 24th of April 2019 will have the right to the dividend. The Board of director's suggestion was approved unanimously by the general assembly. The Medistim shares will be traded as ex dividend NOK 2.25 as of the 25th of April.

6. The Board of Director's declaration on salary and other remuneration to the management

The Chairman gave an orientation to the general meeting of the principals used to set salary and remuneration to the management and key personnel. The declaration is also described in the annual report. The general meeting took notice of the orientation. Of a total of 10,402,000 votes, 8,888,427 of the votes approved the principles, while 1,513,573 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.

7. Approval of fee to the auditor

Fee to the auditor was in total TNOK 607 where TNOK 542 was for the audit and TNOK 65 was for other services. The fee to the auditor was approved by the general meeting.

8. Election of board members. Two of the board members are on election

Two of the board members, Chairman Øyvin A. Brøymer and board member Siri Fürst, were on election for a new term of two years. The nomination committee recommends that both candidates are elected for a new term of two years. Of 10,402,000 votes, 10,390,404 of the votes where for the re-election, while 11,596 of the votes was against the re-election. The candidates were therefore elected, Øyvin A. Brøymer as Chairman and Siri Fürst board member for a two year term until ordinary general meeting in 2021.

9. Approval of fee to the Board of Director's

The fee to the Board of Director's in 2018 was NOK 400.000 to the Chairman. Fee to the board members was NOK 225.000 to 4 members. Total fee for 2018 was NOK 1,300,000. The fee to the Board of Director's was approved by the general meeting.

10. Election of members to the nomination committee

The leader of the nomination committee, Bjørn Henrik Rasmussen, and nomination committee member, Asbjørn Buanes, was on election. Both candidates was willing to take the suggested 2 year term. Bjørn Henrik Rasmussen was elected as leader of the nomination committee until the ordinary general meeting in 2021. Asbjørn Buanes was elected as member of the nomination committee until the ordinary general meeting in 2021.

11. Approval of fee to the nomination committee

It was suggested to the General Meeting that the leader of the Nomination Committee was compensated with 20 TNOK and that the members were compensated with 15 TNOK. Total purposed fee to the Nomination Committee was 50 TNOK. Of a total of 10,402,000 votes, 10,390,404 of the votes approved the fee to the nomination committee, while 11,596 of the votes where against the fee to the nomination committee. The fee to the nomination committee was approved by the general meeting.

12. Approval of the Board of Director's suggestion to the general meeting to renew the Board of Director's authorisation 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 Director's is authorised 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 emission or something similar, is the authorisation 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 authorisation 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 according to the Public Limited Companies Act § 10-4.
• E. The authorisation shall include a decision including a fusion according to Public Limited Companies Act § 13-5.
• F. The authorisation is valid until the next ordinary general meeting.

The general meeting approved the Board of Director's authorisation to increase share capital unanimously 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 authorisation.

13. Approval of authorisation to purchase own shares

The general meeting gave the board of directors renewed power of attorney to purchase own shares on the following terms and conditions:

• A. The authorisation is valid until the next general meeting.
• 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.
• C. The highest price per share shall maximum be NOK 150.00 per share.
• D. The lowest price per share shall minimum be NOK 0.25 per share.
• E. The Board of Director's can freely decide how to purchase the shares as long as the principle for equal treatment is followed.

The general meeting approved the power of attorney to purchase own shares unanimously according to above terms and conditions.

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

* * *

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

Oslo 24. April 2019

Sign. Sign. Sign.

_____________ _________________ ___________________

Rigmor Blix Øyvin A. Brøymer Kari Eian Krogstad

Results of the voting and participation at the General meeting in Medistim ASA the 26th of April 2017 Enclosure to General Meeting protocol

ults of the n th ral m edis Res e G ing in M tim ASA vot eet es o ene	In fa vou r	Aga inst	Abs tain
l of the of sha reh olde ted by 1. A ice, istra tion not ppr ova reg rs o r pe rson s re pre sen pro xy.	9 15 7 33 1	‐	1 2 44 6 69
of cha ir th the ol, t n th col and ol s ed i n th al m 2. A intm ing, sign ‐sig ing. ent to eet to toc oto toc tary eet ppo per son e m pro o co e pr pro ecre pro pos e ge ner	000 10 402	‐	‐
l of ual for 3. A 201 6. ort ppr ova ann rep	10 4 02 0 00	‐	‐
l of fit a 4. A nd l and ba lanc e sh 201 6. eet ppr ova pro oss	10 4 02 0 00	‐	‐
l of n of fit f 5. A the dis trib utio the he y or t ppr ova pro ear	10 4 02 0 00	‐	‐
6. T he B d of Dir r's d ecla rati lary and oth rati o th ecto on t ent oar on o n sa er r em une e m ana gem	27 8 8 88 4	73 1 5 13 5	‐
7. A l of fee he a udit or f or 2 016 to t ppr ova	10 4 02 0 00	‐	‐
8. E lect ion of b d m ber s. T of t he b d m ber ele ctio n. T his is a rdin The No min atio n Co itte e's tion g to oar em wo oar em s ar e on cco mm sug ges	404 10 390	596 11	‐
9. F the Bo ard . Th is is ord ing he N inat ion Com mit 's su stio to to t tee ees acc om gge n.	10 4 02 0 00	‐	‐
10. The mbe he N inat ion Com mit . Th is is ord ing he N inat ion Com mit 's su stio rs t tee to t tee me om acc om gge n.	000 10 402	‐	‐
11. Com sati o th e N inat ion Com mit . Th is is ord ing he N inat ion Com mit 's su stio on t tee to t tee pen om acc om gge n.	54 9 1 01 7	46 1 3 00 2	‐
12. App l of the Bo ard of Dire r's s esti o th al m ing he B d of Dir r's a uth oriz atio inc e sh ital. cto on t eet to r w t ecto n to rova ugg e ge ner ene oar reas are cap	000 10 402	‐	‐
13. App l of the Bo ard of Dire r's s esti the of rcha sha cto on t atto y to rova ugg o re new po wer rne pu se o wn res	000 10 402	‐	‐

Shareholders at the General Meeting:

Asb jørn Bu ane ss	494 936
Inte de s hipp ing rtra	4 00 3 50 0
Kar i Kr tad ogs	122 500
Rigm lix or B	140 000
Tho Jak obs mas en	75 0 00
dist im A SA's e ak sjer Me egn	148 500

icip atio n th gh p Part rou roxy	Pro xy t o	Pre vot e
DAN SKE INV EST NO RGE VE KST	an Ø 250 000 Cha irm yvin Brø yme r	In f ll ite abs tain ite 1 avo ur a ms, m
mal l Ca DI E pa S uro p	an Ø Cha irm yvin 222 840 Brø yme r	In f ll ite abs tain ite 1 avo ur a ms, m
DI E URO PA S MA LL C AP AKK KL	an Ø Cha irm yvin 35 4 02 Brø yme r	In f ll ite abs tain it 1 avo ur a ms, em
Fide lity ll CA ock P st sma	an Ø Cha irm yvin 188 664 Brø yme r	In f ll ite bs tain ite ept 6, a m 1 avo ur a ms exc
SW EDB ANK RO BUR SM ABO LAG SFO ND	an Ø Cha 1 10 0 24 6 irm yvin Brø yme r	In f ll ite nd 1 ept 6 a 1 avo ur a ms exc
SW EDB ANK RO BUR ME DIC A	an Ø Cha 200 000 irm yvin Brø yme r	In f ll ite nd ept 6 a 11 avo ur a ms exc
FRA NCI SCA N A LLIA NCE INC	an Ø Cha 1 44 7 irm yvin Brø yme r	In f ll ite and ept 6 8 avo ur a ms exc
nde eak Glo bal ch F und Gra ur P Rea	an Ø Cha 41 9 41 irm yvin Brø yme r	In f ll ite abs tain it 1 avo ur a ms, em
nde eak Glo bal Gra ur P Opp nitie ortu s	an Ø Cha 152 700 irm yvin Brø yme r	In f ll ite abs tain ite 1 avo ur a ms, m
nde eak nal Gra ur P Int atio nitie ortu ern opp s	an Ø Cha 270 359 irm yvin Brø yme r	In f ll ite abs tain ite 1 avo ur a ms, m
nde eak Glo bal Gra ur P Opp nitie ortu s	an Ø Cha 47 5 00 irm yvin Brø yme r	In f ll ite abs tain it 1 avo ur a ms, em
nd P eak Glo b M Fin Inv Tst Gra icro	an Ø Cha 20 7 49 irm yvin Brø yme r	In f ll ite abs tain it 1 avo ur a ms, em
Find elity all C k K6 d Sm Fun toc ap s	an Ø Cha 13 0 67 irm yvin Brø yme r	In f ll ite bsta 6, a in it 1 ept avo ur a ms exc em
aplu fon NN Par ds 1 N.V	an Ø Cha 10 1 49 irm yvin Brø yme r	In f ll ite d 8 6 a ept avo ur a ms exc n
Foll Cap ital AS um	an Ø Cha 1 00 0 00 0 irm yvin Brø yme r	In f f all ite avo ur o ms
SAL VES EN & TH AM S IN V	Cha an Ø 1 86 2 50 0 irm yvin Brø yme r	In f f all ite avo ur o ms
	of l nu mbe r of sha In % tota res
of s Tot al n ber har eho lder ted he m ing at t eet um s re pre sen	10 4 02 0 00 56, 73 %

.
In favour
In function

		In % of l nu mbe r of sha tota res
al n ber of s har eho lder ted he m Tot at t eet ing um s re pre sen	10 4 02 0 00	56, 73 %
al n ber of s har eho lder ted he m thro ugh Tot at t eet ing um s re pre sen pro xy	5 41 7 56 4	29, 54 %
al n ber of s har and Tot ing utst um es o	18 3 37 3 36