Nordic Financials ASA — AGM Information 2017

May 19, 2017

PROTOCOL OF ANNUAL GENERAL MEETING

The annual general meeting (AGM) was held on 19 May 2017 at 09:30 CET, in the company's offices in Oscars gate 52 in Oslo.

1. Opening of the AGM by the Chairman of the Board and registration of attending shareholders

The Chairman of the Board, Knut Øversjøen opened the meeting. Present at the meeting were the shareholders listed in Attachment 1 to this protocol, which details shareholders present in person and those represented by proxy.

Altogether, 9,117,590 shares were represented, constituting 20.78% of the total share capital.

2. Election of Chairman of the meeting and at least one person to co-sign the protocol

Anders Arnkværn was elected to chair the meeting, and Rolf Bruknapp was elected to co-sign the protocol. The resolutions were unanimous.

3. Approval of the notice of the meeting and agenda

The notice of the meeting and the agenda of the meeting were both approved by the AGM. The resolution was passed with 9,117,490 votes against 100 votes.

4. Approval of the annual financial statement and Board of Directors' report for 2016

The Chairman presented the annual financial statement and the Board of Directors' report for 2016.

The AGM approved the annual financial statement and the Board of Directors' report. The resolution was passed with 9,117,490 votes in favor. 100 shares abstained.

5. Payment to shareholders

Based on the Board's proposal, the AGM resolved that no further dividends will be paid until further notice as proposed by the Board.

6. Approval of Auditor's remuneration

The AGM approved the remuneration of the auditors in accordance with the invoice and as further described in note 5 of the Annual Report.

The resolution was unanimous.

7. Remuneration

Based on the proposal, the AGM approved the following remuneration:

The Board for the period 19 May 2016 to 19 May 2017 to be remunerated as follows;

Knut Øversjøen (Chairman)	NOK 250 000
Anne Young Syrrist	NOK 61 370 (from 27.01.2017)
Solveig Fagerheim Bugge	NOK 138 357 (until 27.01.2017)
Geir Upsaker	NOK 93 699 (from 29.11.2016)
Grete Sønsteby	NOK 77 809 (until 29.11.2016)
Mikael Schoultz	NOK 123 562 (until 29.11.2016)

For the period from the annual general meeting in 2017 to the annual general meeting in 2018, ordinary remuneration shall as proposed by the Board be NOK 250 000 to the chairman, and NOK 150 000 for other members of the Board. The remuneration shall be paid quarterly. The Board members' extraordinary work

for the company are to be remunerated based on time spent in addition to the time covered by the ordinary remuneration.

The AGM approved the resolution with 8,917,490 shares in favor of the resolution and 200,100 shares against.

The nomination committee in effect from the period 19 May 2016 to 19 May 2017, to be remunerated as follows:

Ketil Reed Aasgaard (leader)	NOK 5000
Steinar Fretheim	NOK 3000
Lars-G. Dysterud Hansen	NOK 3000

For the period from the annual general meeting in 2017 to the annual general meeting in 2018, ordinary remuneration shall be NOK 20 000 to the leader, and NOK 10 000 for other members of the nomination committee.

An alternative proposal was made not to compensate the nomination committee for the preceding year.

The originally proposed remuneration was approved with 8,676,690 votes against 440,900 votes. The alternative proposal was hence rejected.

8. Board of Directors' Corporate Governance Statement

The AGM took note of the statement and unanimously approved the resolution.

9. Declaration of principles for the company's remuneration policy for executive management

The AGM approved the Board of Directors' declaration of principles of the Company's remuneration policy for executive management. The resolution was passed with 9,117,490 votes in favor. 100 shares abstained.

10. Election of members to the nomination committee

The nomination committee had proposed the following new members of the committee:

Vegard Finstad (leader) Rolf Bruknapp Jan Peter Harto

The minority member of the nomination committee made the following alternative proposal:

Halldor Tjoflaat Jørn Lein-Mathiesen Jan Peter Harto

The AGM approved the original resolution. The resolution was passed with 9,117,490 votes against 100 votes.

11. Election of members to the Board of Directors

The nomination committee had proposed that Lars-Gøran Dysterud Hansen was elected as a new Board Member.

The minority member of the nomination committee proposed to elect Halldor Tjoflaat as a new Board Member.

The AGM approved the original resolution. The resolution was passed with 8,676,690 votes against 440,900 votes.

The Board of Directors hereafter consist of:

Knut Øversjøen, chairman Anne Young Syrrist Lars-Gøran Dysterud Hansen

$***$

No further matters were submitted for consideration. The chairman of the meeting thanked the participants for attending, and adjourned the AGM.

Oslo, 19 May 2017

ums Vt Anders Arnkværn

Rolf Bruknapp