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Medistim

Pre-Annual General Meeting Information Apr 10, 2025

3662_rns_2025-04-10_dad8e0f2-2c12-426b-af1a-b73d7d85ba2c.pdf

Pre-Annual General Meeting Information

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To the shareholders in Medistim ASA

NOTICE OF ORDINARY GENERAL MEETING

Medistim ASA will hold its ordinary general meeting Thursday the 8th of May 2025 at 10.00. The meeting will be held at the company headquarter in Økernveien 94 in Oslo. For shareholders who cannot physically attend, it is possible to give proxy with and without voting instructions to the chairman. By using a proxy with voting instructions, the shareholders will vote on the specific issues without personal attendance. For further information on the use of proxy, see general information at the bottom of the notice and enclosed proxy forms.

The agenda for the meeting is as follows:

    1. Approval of the notice, registration of shareholders or persons represented by proxy.
    1. Appointment of person to chair the meeting, to sign the protocol, to co-sign the protocol and protocol secretary.
    1. Approval of annual report for 2024.
    1. Approval of the profit and loss and balance sheet for 2024.
    1. Approval of the distribution of the profit for the year of TNOK 103,312. The Board of Director's suggests a dividend of NOK 6.00 per share, total TNOK 109,885 corrected for own shares, and that the remaining TNOK 6,574 is distributed from other equity to dividend.
    1. The Board of Directors' declaration on salary and other remuneration to the management. The Board of Directors' declaration is included in as an attachment to this notice.
    1. Approval of fee to the auditor for 2024. Fee to the auditor was in total TNOK 1,466 where TNOK 1,374 was for the audit and TNOK 92 was for other services.
    1. Election of Board Members.

Three of the Board Members are on election. This is Chairman Øyvin Brøymer, Board Member Anna Ahlberg, Board Member Ole Dahlberg. Ole Dahlberg decided not to take a new term. Jon H. Hoem is not on election but has decided to leave the position as Board Member.

  • The Nomination Committee suggests that Øyvin Brøymer is re-elected as Chairman of the Board for a new term of 2 years to the ordinary General Meeting in 2027.
  • As replacement for Ole Dahlberg the Nomination Committee suggests that Rune Halvorsen is elected as Board Member for a term of 2 years to the ordinary General Meeting in 2027. Rune Halvorsen has extensive experience from Orkla with focus on production and supply chain management. He is currently holding the position as Director Operational Improvement, Procurement and IT at Cermaq Norway AS.
  • The Nomination Committee suggests further that Anna Ahlberg is re-elected as Board Member for a term of 2 years to the ordinary General Meeting in 2027.
  • The Nomination Committee suggests that Jon H. Hoem's position in the board is left open.

All candidates are willing to take a term. Board members Peder Strand, Tove Raanes and Gry Dahle are not on election until 2026.

  1. Fees to the Board of Directors.

The Nomination Committee proposes to the General Meeting that the Chairman receives a fee of NOK 517,500. Furthermore, the Nomination Committee proposes that each of the board members will receive a fee of NOK 300,000 for each member. Total fees to the Board of Directors according to the Nomination Committee's proposal are NOK 2,317,500.

  1. The leader of the Nomination Committee, Bjørn Henrik Rasmussen, is on election. Bjørn Henrik Rasmussen is willing to take a new and it is suggested to the General Assembly that Bjørn Henrik Rasmussen is elected as leader of the Nomination Committee for two years until the ordinary General Meeting in 2027. Nomination Committee members Jonathan Schönbäck and Erik Rogstad are on election in 2026.

    1. It is suggested to the General Meeting that the leader of the Nomination Committee is compensated with NOK 25,000 and that the members are compensated with NOK 20,000. Total purposed fee to the Nomination Committee is TNOK 65,000.
    1. The Board has in 2024 appointed a remuneration committee and an audit committee. The remuneration committee consist of 2 members and it is suggested that the leader of the committee is compensated with NOK 30.000 and the member of the committee is compensated with NOK 25.000. The audit committee consist of 2 members. It is suggested that the leader is compensated with NOK 55.000 and that members are compensated with NOK 40.000.
    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 proposes that the general meeting approves 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 has prepared a statement and a declaration regarding the loan limits that are attached to the notice.
    1. Approval of the Board of Directors' suggestion to the General Meeting to renew the Board of Directors' authorization to increase share capital.
    2. 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.
    3. 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.
    4. C. The authorization shall also include capital increase against other assets than cash deposits.
    5. 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.
    6. E. The authorization shall include a decision including a fusion according to Public Limited Companies Act § 13-5.
    7. F. The authorization is valid until the next ordinary General Meeting.

In line with the company goals the Board of Director's will assess continuously business opportunities, further development, and expansion of the business. In order to secure flexibility both time wise and for the financing, the Board of Directors prefer to have the authorization from the general meeting to have the opportunity to strengthen equity by issuing new shares against cash deposits or other assets, also in relation to a merger. The authorization can be used to issue shares in relation to convertible loans, acquisition of companies or other commitments in relation to industrial partners or strategic partners.

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

    1. Approval of 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.

The purpose of the suggestion is that the company wishes to have available different methods to obtain and secure optimal capital structure.

Notice on participation at the general meeting should be sent to the company one day before the meeting.

Oslo 8 th of April 2025 Contact: CEO Kari Eian Krogstad / CFO Thomas Jakobsen Phone: 23059660 Email: [email protected]

Attachments:

    1. Form of proxy
    1. Remuneration report from the Board of Directors
    1. Declaration and statement from the Board of Directors
    1. Annual report for Medistim ASA for 2024

Medistim ASA POWER OF ATTORNEY ORDINARY GENERAL MEETING 8 MAY 2025

Shareholders not physically present at the meeting can vote at the general meeting by giving power of attorney to the Chairman to act on his or her behalf at the ordinary general meeting on 8 th of May 2025. The power of attorney is given by completing the below proxy form and return it to: Medistim ASA, Økernveien 94, 0479 Oslo or to [email protected]. The power of attorney should be received by us no later than 7 th of May 2025 at 16:00 hours (CET). The undersigned hereby grants (please tick):

Chairperson of the board Øyvin Brøymer

power of attorney to attend and vote for my/our shares at the ordinary general meeting of Medistim ASA to be held on 8 th of May 2025. The votes shall be cast in accordance with the instructions below. Please note that if the alternatives below are not ticked off, this will be deemed to be an instruction to vote "in favour" of the proposals in the notice, provided, however, that the attorney determines the voting to the extent proposals are put forward in addition to, instead of, or as adjustments to the proposals in the notice.

attorney's
Item: In favour Against Abstain discretion
1. Approval of the notice, registration of shareholders or
persons represented by proxy.
2. Appointment of person to chair the meeting, to sign
the protocol, to co-sign the protocol and protocol
secretary proposed in the general meeting.
3. Approval of annual report for 2024.
4. Approval of profit and loss and balance sheet 2024.
5. Approval of the distribution of the profit for the year.
6 a. Approval of remuneration policy to management
6 b. The Board of Director's declaration on salary and
other remuneration to the management.
7. Approval of fee to the auditor for 2024.
8. Election of board members:
8 a. Øyvin Brøymer as Chairman of the Board
8 b. Anna Ahlberg as Board Member
8 c. Rune Halvorsen as Board Member
9. Fees to the Board. This is according to the
Nomination Committee's suggestion.
10. Election of the Nomination Committee leader:
10 a. Committee leader Bjørn Henrik Rasmussen
11. Compensation to the Nomination Committee. This is
according to the Nomination Committee's suggestion.
12. Compensation to Committees
12.a. Compensation to remuneration committee
12. b. Compensation to audit committee
13. Approval of financial assistance to senior executives
in connection with purchase of shares in the company
under a long-term incentive agreement.
14. Approval of the Board of Director's suggestion to the
general meeting to renew the Board of Director's
authorization to increase share capital.
15. Approval of the Board of Director's suggestion to
renew the power of attorney to purchase own shares

The shareholder's name and address: ______________________________________ (please use capital letters).

If the shareholder is a company, please attach documentation in the form of certificate of registration, or separate power of attorney, if applicable, to this power of attorney.

_____ ____________ ____________________

Remuneration to management

Remuneration policy

The main principle of Medistim's executive remuneration policy is that the compensation shall be competitive and provide the motivation to attract and retain individuals with the required competence.

The board determines remuneration for the CEO, while the CEO determines remuneration for the management team and leading employees. Compensation of the management is based on market terms and evaluated on a yearly basis. The terms have remained the same over several years. Remuneration of the CEO includes a share-based incentive plan. The board of directors have from the general meeting authorization to either issue shares or purchase own shares for the purpose of a share based incentive plan for management in general.

The executive remuneration consists of a fixed salary and a variable part linked to the company's achievement. The criteria are reviewed annually and are linked to internal goals and budgets. Total remuneration in 2024 was in line with the criteria set for total compensation in 2024.

Management is included in the same pension plan as other employees. Other benefits are of minor financial importance such as free access to communication tools for the management team to be available. No executives will receive additional compensation when leaving the company.

Medistim plans for the future are ambitious despite the macroeconomic turmoil, the Russian/Ukrainian war, the Israel/Palestine war and the threat of potential higher tariffs. However, the company's solutions continue to have an increasing demand among cardiac and vascular surgeons. For this reason the company continue to have high ambitions for the future development of the company. As a consequence, the management team and leading employees have growth targets and targets that will strengthen the future position of the company.

Remuneration to management in 2024

1. introduction

This document also covers guidelines for determining the salary and other remuneration to management employees in accordance with The Public Limited Company Act Section 6-16a second paragraph. The principles described in the document are therefore applicable for 2024 and have not changed since last year.

2. Total compensation

In the below overview 1 and 2 for total compensation, bonus achieved for 2022 was paid in 2023 and bonus achieved in 2023 was paid in 2024. The overview 3 shows the achieved bonus for 2024 to be paid in 2025.

Overview 1 compensation to management in 2023:

20 499 699 4 992 973 1 160 843 3 392 750 184 523 30 230 788
CFO Medistim Group 1 995 659 498 138 92 371 183 750 4 537 2 774 455
CEO Medistim group 3 025 202 1 272 321 107 642 2 796 000 4 537 7 205 702
VP Sales AMERICAS 2 417 828 939 175 134 280 - 135 506 3 626 789
VP Innovation 1 387 576 286 963 93 153 137 750 4 537 1 909 979
VP Busines Development 1 417 361 164 435 92 000 4 537 1 678 333
VP Operations 1 355 084 214 576 93 202 - 4 537 1 667 399
VP Sales EMEA 1 325 985 259 192 95 607 100 000 4 537 1 785 321
VP QA\Reg 1 277 464 241 587 80 766 - 4 537 1 604 354
VP Development 1 475 389 185 680 91 509 - 4 537 1 757 115
VP Sales APAC 1 840 941 476 081 94 635 137 750 4 537 2 553 944
VP Medical 1 477 427 227 994 84 870 - 3 647 1 793 939
VP Marketing 1 503 782 226 831 100 808 37 500 4 537 1 873 458
Position Salary Bonus Pension Share based compensation Other Total

Overview 2 compensation to management in 2024:

21 964 132 1 901 173 1 240 032 1 926 000 206 857 27 238 194
CFO Medistim ASA 2 142 690 - 106 970 8 164 2 257 824
CEO Medistim ASA 3 341 915 - 111 031 1 926 000 16 146 5 395 092
CBDO 1 521 907 206 310 97 842 - 24 128 1 850 187
VP Innovation 1 446 643 205 373 99 878 - 22 679 1 774 572
VP Sales AMERICAS 2 738 850 508 528 109 554 - - 3 356 933
VP Operations 1 444 589 152 558 99 469 - 6 322 1 702 938
VP Sales EMEA 1 432 563 140 106 104 438 - 32 724 1 709 831
VP QA\Reg 1 345 238 190 847 85 507 - 4 480 1 626 072
VP Development 1 552 545 110 012 105 952 - 4 480 1 772 989
VP Sales APAC 1 926 097 - 109 719 - 40 706 2 076 523
VP Medical 1 538 604 208 963 93 499 - 31 496 1 872 561
VP Marketing 1 532 492 178 476 116 173 - 15 532 1 842 673
Position Salary Bonus Pension Share based compensation Other Total

Overview 3 accrued bonus to management based upon 2024 results to be paid in 2025:

1 689 230
CFO Medistim Group -
CEO Medistim group -
VP sales EMEA 453 348
VP sales AMERICAS 455 021
VP Innovation 192 538
VP Operations 63 564
VP Business Development -
VP QA\Reg 182 134
VP Development 77 352
VP Sales APAC -
VP Medical 97 953
VP Marketing 167 321

3. Share based remuneration

Share program to management

In April 2024 The General meeting approved the financial assistance related to the long term share based incentive plan for senior management. 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 share program did not include CEO since she has a separate arrangement.

In 2024 the board of directors did not use the authorization to issue or purchase shares to continue a share-based incentive plan for management. The program was delayed and not implemented in 2024, because of changes in management team. Early 2025 the new management teams was in place and Medistim is purchasing own shares to continue the program in 2025.

Share program to CEO

In 2023 a new agreement was entered between the company and the CEO, related to the share program. The CEO 100% owned company, K2

Consulting AS, purchased the shares from Medistim ASA with a lock in period of 1 year for the 7.500 shares and a lock in period of 2 years for the 8.000

shares. The lock in period of 1 year qualified for a 14 % share price discount and the 2 year lock in period qualified for an 18% discount. Average share price

in the subscription period was NOK 216 per share. 7.500 shares was therefore purchased at NOK 185,83 per share and 8.000 shares was purchased at NOK 177,19 per share. To finance the purchase, Medistim gave CEO a loan and when the lock in period has ended, she is given a bonus equal to the loan amount. Future grants in the CEO share program is on the same terms. Under the same program another 8.000 shares was purchased at a 25% discount in 2024 and a 3 year lock in period. Average share price in the subscription period was NOK 193 per share and the shares was therefore purchased at NOK 144,56 per share.

4. Use of right to reclaim

Not applicable in Medistim.

5. Information on how the remuneration complies with the remuneration policy and how performance criteria were applied.

On a yearly basis the company update its 3 year strategy plan. The review is performed during the board meeting in June. The updated strategy plan is the basis for the budget the following year. As part of the budget, which sets the financial goal for the coming year, an annual Goals and objectives (G & O) is also updated. The G & O breaks down the strategy plan and the budget down to departments goal for the year in question. Management bonus is linked to the budget for financial targets and the G & O when it is not financial targets. The table below shows the management position and criteria for bonus in 2024 and to what extent the criteria are achieved. The criteria related to G & O will vary based upon the G & O for the relevant year. Se table below:

Position Bonus criteria Weigt of the criteria Type of measure Target/Max bonus level Achived
VP Marketing Financial targets 50 %
Absolute target and linear scale
25% of base salary 50 %
Approved internal project 50 %
Absolute measure
VP Medical Financial targets 50 %
Absolute target and linear scale
25% of base salary 30 %
Approved internal project 50 %
Absolute measure
VP Sales APAC Financial targets 100 %
Linear scale
30% of base salary 0 %
VP Development Financial targets 50 %
Absolute target
25% of base salary 30 %
Approved internal project 50 %
Absolute measure
VP QA\Reg Financial targets 50 %
Absolute target
25% of base salary 60 %
Approved internal project 50 %
Absolute measure
VP sales EMEA Financial targets 100 %
Linear scale
30% of base salary 100 %
VP Operations Financial targets 50 %
Absolute target
25% of base salary 35 %
Approved internal project 50 %
Absolute measure
VP Innovation Financial targets 50 %
Absolute target
25% of base salary 60 %
Approved internal project 50 %
Absolute measure
VP sales AMERICAS Financial targets 100 %
Linear scale
40% of base salary 49 %
CEO Medistim group Linear EBIT measure 100 %
EBIT from last year + 16%
50% of base salary 0 %
CFO Medistim Group Linear EBIT measure 100 %
Linear from 95 % to 105 % of budget
30% of base salary 0 %
VP Business development Financial targets 100 %
Absolute measure
25% of base salary 0 %

6. Deviation from the remuneration policy.

Nothing to report

7. Comparative information on change on remuneration.

7. Comparative information on change on remuneration.
Yearly change Compensation in
TNOK
RFY-4 vs.
RFY-5
Compensati
on in TNOK
RFY-3 vs.
RFY-4
Compensation in
TNOK
RFY-2 vs.
RFY-3
Compensation in
TNOK
RFY-1 vs.
RFY-2
Compensation
in TNOK
RFY vs. RFY
1
Comment
Total compensation
VP Marketing 1 558 2,32 % 1 489 -4,45 % 1 834 23,20 % 1 873 2,15 % 1 843 -1,64 %
VP Medical 1 517 5,09 % 1 457 -3,96 % 1 796 23,22 % 1 794 -0,09 % 1 873 4,38 %
VP Sales APAC 1 887 -2,08 % 1 708 -9,51 % 2 448 43,31 % 2 554 4,35 % 2 077 -18,69 %
VP Development 1 506 1,85 % 1 507 0,08 % 1 784 18,36 % 1 757 -1,52 % 1 773 0,90 %
VP QA\Reg 1 352 2,32 % 1 270 -6,08 % 1 597 25,77 % 1 604 0,48 % 1 626 1,35 %
VP sales EMEA - n.a n.a - - n.a n.a 1 785 1 710 n.a New in position in 2023
VP Operations 1 410 1,85 % 1 432 1,51 % 1 580 10,36 % 1 667 5,53 % 1 703 2,13 %
VP Innovation n.a 1 240 1 412 13,88 % 1 860 31,75 % 1 910 2,68 % 1 775 -7,09 % New position in year 4
VP sales AMERICAS 2 949 -0,03 % 2 858 -3,08 % 3 232 13,06 % 3 627 12,23 % 3 357 -7,44 %
CEO Medistim group 5 829 -0,14 % 6 395 9,73 % 8 866 38,63 % 7 206 -18,73 % 5 395 -25,13 %
CFO Medistim Group 2 453 -15,87 % 2 001 -18,44 % 2 643 32,12 % 2 774 4,97 % 2 258 -18,62 %
VP Business development - n.a n.a - n.a 1 101 n.a 1 678 1 850 10,24 % New position in April 2022
Company EBIT TNOK 95 484 116 278 141 251 131 442 131 076
Average compensation employees 3,00 % 3,50 % 4,00 % 6,00 % 5,60 %
Total number of employees 118 116 132 152 154

To the General Meeting of Medistim ASA

Independent auditor's assurance report on report on salary and other remuneration to directors

Opinion

We have performed an assurance engagement to obtain reasonable assurance that Medistim ASA's report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31. December 2024 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

In our opinion, the remuneration report has been prepared, in all material respects, in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

Board of directors' responsibilities

The board of directors is responsible for the preparation of the remuneration report and that it contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and for such internal control as the board of directors determines is necessary for the preparation of a remuneration report that is free from material misstatements, whether due to fraud or error.

Our independence and quality control

We are independent of the company as required by laws and regulations and the International Ethics Standards Board for Accountants' Code of International Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. The firm applies International Standard on Quality Management, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Auditor's responsibilities

Our responsibility is to express an opinion on whether the remuneration report contains the information required in section 6-16 of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and that the information in the remuneration report is free from material misstatements. We conducted our work in accordance with the International Standard for Assurance Engagements (ISAE) 3000 - "Assurance engagements other than audits or reviews of historical financial information".

We obtained an understanding of the remuneration policy approved by the general meeting. Our procedures included obtaining an understanding of the internal control relevant to the preparation of the remuneration report in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. Further we performed procedures to ensure completeness and accuracy of the information provided in the remuneration report, including whether it contains the information required by the law and accompanying regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

BDO AS

Erik H. Lie State Authorised Public Accountant (This document is signed electronically)

OFFICULTURE

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Declaration from the board on financial assistance

This statement has been made by the board of Medistim ASA in accordance with the Public Limited Liability Companies Act § 8- 10 (5) (allmennaksjeloven § 8-10 (5)).

The board of Medistim ASA has proposed that the company provide financial assistance to senior executive management in Medistim ASA, in the form of a loan of up to NOK 10,000,000 in connection with the acquisition of shares in the company under the company's long - term incentive agreement for senior executives. The board has issued a separate declaration on the financial assistance in accordance with the Public Limited Liability Companies Act § 8-10 (5) (allmennaksjeloven § 8-10 (5)). The board declares that it is in the company's interest to provide the financial assistance, and that the requirement for prudent equity and liquidity in the Public Limited Liability Companies Act § 3-4 (allmennaksjeloven § 3-4) will be met.

April 8 th, 2025

The board of Directors Medistim ASA

Øyvin Brøymer Anna Ahlberg Ole J. Dahlberg
Chair Board Member Board Member
Gry Dahle Jon H. Hoem Tove Raanes Peder Strand
Board Member Board Member Board member Board member

Statement from the board on financial assistance

This statement has been submitted by the board of Medistim ASA in accordance with the Public Limited Liability Companies Act § 8-10 (5) (allmennaksjeloven § 8-10 (5))

The background for the proposal for financial assistance

The board has proposed that the company provide financial assistance to senior executives in Medistim ASA, in connection with the acquisition of shares in the company under the company's long-term incentive agreement for senior executives. The board's proposal must be approved by the company's general meeting in accordance with the Public Limited Liability Companies Act § 8-10 (4) (allmennaksjeloven § 8-10 (4)). In this connection, the board shall prepare a report on the financial assistance pursuant to the Public Limited Liability Companies Act § 8-10 (5) (allmennaksjeloven § 8-10 (5)), which is this document.

Terms associated with the implementation of the assistance

The following terms apply to the company's financial assistance:

  • Lender: Medistim ASA
  • Borrower: Senior executives in Medistim ASA
  • Loan limit: NOK 10,000,000
  • Maximum loan amount: Upwards limited to 80% of the total purchase price for the shares acquired.
  • Collateral: Pledge in the borrowers' holding of shares Medistim ASA
  • Interest rate: The standard interest rate for employee loans set by the Norwegian Directorate of Taxes, provided that the senior executive is employed by the company
  • Maturity: 3 years after inception

The price to be paid for the shares

Under the company's long-term incentive agreement for senior executive in Medistim ASA can acquire four shares and receive one share for every four shares acquired. This represent a 25% discount and is in accordance with the long-term incentive agreement. For shares acquired with a 25% discount, a three-year vesting period is attached. The Limit under this scheme is a total share value of NOK 12,500,000, where shares of value NOK 10,000,000 is acquired and shares of value NOK 2,500,000 is granted.

The company's interest in providing financial assistance

In the Board's opinion, it is desirable that the company's senior executives own shares in the company, as this provides the employees with financial incentives to (i) maximize shareholder value and (ii) remain in their positions for sufficient time to create a good result for shareholders. In order to further facilitate such share purchases, the board considers it to be in the company's interest to offer senior executives financing assistance for the acquisition of shares under the company's long-term incentive agreement.

The financial supports consequences for the company's equity and liquidity

In the Board's opinion, the financial assistance will not have any significant impact on the company's liquidity and solvency. Medistim will use already acquired shares and therefor there is no cashflow effect. It is considered to be a limited risk for Medistim since the loan is secured against shares.

April 8 th, 2025

The board of Directors Medistim ASA

Øyvin Brøymer Anna Ahlberg Ole J. Dahlberg
Chair Board Member Board Member
Gry Dahle Jon H. Hoem Tove Raanes Peder Strand
Board Member Board Member Board Member Board Member

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