Pre-Annual General Meeting Information • Apr 10, 2025
Pre-Annual General Meeting Information
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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.
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.
All candidates are willing to take a term. Board members Peder Strand, Tove Raanes and Gry Dahle are not on election until 2026.
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.
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.
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.
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:
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.
_____ ____________ ____________________
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.
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.
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 |
| 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 |
| 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 |
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.
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.
Not applicable in Medistim.
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 % |
Nothing to report
| 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 |

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