Medistim

AGM Information • Apr 26, 2017

MINUTES FROM THE GENERAL MEETING IN MEDISTIM ASA

Medistim ASA held its ordinary general meeting Wednesday the 26th of April 2017 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. 42.26 % of the shareholders were represented were 15.71 % 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.

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. Asbjørn Buanes 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 2016

The Chairman of the meeting went through the annual report for 2016. 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 2016

The income statement and balance sheet for 2016 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 2016 and balance sheet for 2016 for the holding company and the group were approved.

5. Allocation of profit for 2016

The profit for 2016 was TNOK 41,715 for the holding company. The Board of Directors suggested a dividend to the shareholders of NOK 1.75 per share, total TNOK 31,782 and that TNOK 9,933 is transferred to other equity. The company has 176,000 Medistim shares and does not pay dividend on own shares. Shareholders registered in VPS by the end of the 26th of April 2017 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 1.75 as of the 27 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 7,749,746 votes, 6,076,874 of the votes approved the principles, while 1,672,872 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 431 where TNOK 390 was for the audit and TNOK 41 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 Anders 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. The candidates were unanimously elected, Øyvin Anders Brøymer as Chairman and Siri Fürst as board member for a two year term until ordinary general meeting in 2019.

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

The fee to the Board of Director's in 2016 was NOK 350.000 to the Chairman. Fee to the board members was NOK 200.000 to 4 members. Total fee for 2016 was NOK 1,150,000. The fee to the Board of Director's was approved by the general meeting.

10. Election of members to the nomination committee

The members of the nomination committee was on election. This was Bjørn Henrik Rasmussen and Asbjørn Buanes, which represent Medistim's fourth and eight largest shareholders respectively. Bjørn Henrik Rasmussen and Asbjørn Buanes were willing to take a new term and was re-elected for a new term of two years.

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 7,749,746 votes, 6,401,874 of the votes approved the fee to the nomination committee, while 1,347,872 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 100.00 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 26. April 2017

_____________ _________________ ___________________

Asbjørn Buanes Øyvin A. Brøymer Kari Eian Krogstad Sign. Sign. Sign.

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

Res ults of the n th e G ral m ing in M edis tim ASA vot eet es o ene	In fa vou r	Aga inst	Abs tain
1. A l of the ice, istra tion of sha reh olde ted by not ppr ova reg rs o r pe rson s re pre sen pro xy.	7 58 7 38 8	‐	162 358
2. A intm of cha ir th ing, sign the ol, t ‐sig n th col and ol s ed i n th al m 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	46 7 7 49 7	‐	‐
3. A l of ual for 201 6. ort ppr ova ann rep	7 74 9 74 6	‐	‐
4. A l of fit a nd l and ba lanc e sh 201 6. eet ppr ova pro oss	7 74 9 74 6	‐	‐
5. A l of the dis trib utio n of the fit f he y or t ppr ova pro ear	7 74 9 74 6	‐	‐
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	6 0 76 8 74	72 1 6 72 8	‐
l of fee he a udit or f or 2 016 7. A to t ppr ova	9 74 6 7 74	‐	‐
8. E lect ion of b d m ber of t he b d m ber ele ctio his is a rdin The min atio itte e's tion s. T n. T g to No n Co oar em wo oar em s ar e on cco mm sug ges	46 49 7 7 7	‐	‐
the ard . Th is is ord ing he N inat ion mit 's su stio 9. F to Bo to t Com tee ees acc om gge n.	7 74 9 74 6	‐	‐
The mbe he N inat ion mit . Th is is ord ing he N inat ion mit 's su stio 10. rs t Com tee to t Com tee me om acc om gge n.	46 7 7 49 7	‐	‐
sati o th inat ion mit . Th is is ord ing he N inat ion mit 's su stio 11. Com on t e N Com tee to t Com tee pen om acc om gge n.	74 6 4 01 8	72 1 3 47 8	‐
l of the ard of r's s o th al m he B d of r's a uth e sh ital. 12. App Bo Dire cto esti on t eet ing to r w t Dir ecto oriz atio n to inc rova ugg e ge ner ene oar reas are cap	46 7 7 49 7	‐	‐
l of the ard of r's s the of rcha sha 13. App Bo Dire cto esti on t atto y to rova ugg o re new po wer rne pu se o wn res	46 7 7 49 7	‐	‐

Shareholders at the General Meeting:

Asb jørn bu ane ss	519 936
Inte de s hipp ing rtra	4 00 3 50 0
Kar i Kr tad ogs	100 000
Tho Jak obs mas en	70 0 00
Me dist im A SA's e ak sjer egn	176 000

Total number of shares outstanding 18 337 336

icip atio n th gh p Part rou roxy	Pro xy t o	Pre vot e
nde eak glo bal ch f und Gra ur P Rea	an Ø Cha irm yvin 75 1 50 Brø yme r	In f n al l ite avo ur o ms
nde eak glo bal nitie s fu nd Gra ur P Opp ortu	an Ø Cha irm yvin 152 700 Brø yme r	In f n al l ite avo ur o ms
nde eak glo bal iona l Gra ur P Inte rnat	an Ø Cha irm yvin 420 559 Brø yme r	In f n al l ite avo ur o ms
aplu fon ds 1 NN Par N.V	an Ø Cha irm yvin 183 309 Brø yme r	In f n al l ite avo ur o ms
nde eak glo bal Gra ur P Opp ortu nitie s L. P	an Ø Cha 47 5 00 irm yvin Brø yme r	In f n al l ite avo ur o ms
nde eak k G lob FIN inv tst Gra ur P Mic ro	an Ø Cha 25 8 62 irm yvin Brø yme r	In f n al l ite avo ur o ms
Seb all c Eu rop eea n sm aps	an Ø Cha 325 000 irm yvin Brø yme r	In f n al l ite ber ept 6 avo ur o ms exc nu m
dba nk R orb knik Swe y te ur n	an Ø Cha 1 34 7 87 2 irm yvin Brø yme r	In f n al l ite mbe d 11 6 an ept avo ur o ms exc nu r
Me QIF FU ND PLC rcer	an Ø Cha 162 358 irm yvin Brø yme r	Abs the fa all tain item 1 o rwis e in item on vou r on s
lix Rigm or B	Tho Jak obs 140 000 CFO mas en	In f n al l ite avo ur o ms
of l nu mbe r of sha In % tota res
al n ber of s har eho lder ted he m Tot ing at t eet um s re pre sen	7 74 9 74 6 42, 26 %
al n ber of s har eho lder ted he m thro ugh Tot ing at t eet um s re pre sen pro xy	2 88 0 31 0 15, 71 %