Nordic Financials ASA — AGM Information 2018

Jun 1, 2018

PROTOCOL OF ANNUAL GENERAL MEETING

The annual general meeting (AGM) was held on 1 June 2018 at 16:30 CET, in the company's offices in Thunes vei 2 in Oslo

1. Opening of the meeting by the chairman of the Board and registration of attending shareholders

The Chairman of the Board Halldor Christen Tjoflaat opened the meeting. Present at the meeting were the shareholders listed in Schedule 1 to these minutes, which details shareholders present in person and those represented by proxy. Altogether, 12,644,221 shares and votes were represented constituting 28.8% of the total share capital.

1. Election of chairman of the meeting and at least one person to co-sign the minutes with the chairman

Halldor Christen Tjoflaat was elected to chair the meeting, and Anders Lillehagen to co-sign the protocol. The resolution was unanimously approved.

3. Approval of the notice of meeting and agenda

The notice of the meeting and the agenda of the meeting were approved. The decision was unanimous.

1. Approval of the annual financial statement and Board of Directors report for 2017 The Chairman and CEO presented the annual financial statement and the Board of Directors' report for 2017.

The AGM approved the annual financial statement and the Board of Directors' report. The resolution was unanimously approved.

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. The resolution was unanimously approved.

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, under the parent company.

The resolution was unanimously approved.

1. Remuneration for the members of the Board of Directors and the nomination committee The following remuneration was proposed by the nomination committee:

	From	Ŧο	Ordinary annual remunerati	Ordinary remunerat ion	Extraordinary remuneration
:Knut Øversjøen (SL)	19.05.2017	29.09.2017	250.000	91 096	125 000
Anne Young Syrrist	19.05.2017	29.09.2017	150.000	54 658
Lars-Gøran Dysterud	19.05.2017	29.09.2017	150 000	54 658
Rolf Normann (SL)	29.09.2017	28.12.2017	250 000	61 644
Knut Øversjøen	29.09.2017	28.12.2017	150 000	36 986
Ingrid Elvira Leisner	29.09.2017	28.12.2017	150 000	36 986
Halldor Tjoflaat (SL)	28.12.2017	01.06.2018	250.000	106 164
Kathrine Breistøl	28.12.2017	01.06.2018	150 000	63 699
Kristine Malm Larneng	28.12.2017	01.06.2018	150 000	63 699
Nils Petter Skaset	28.12.2017	01.06.2018	150 000	63 699

AFT Development AS represented by Steinar Fretheim proposed the following alternative:

	From	Т٥	Ordinary annual remuneration	Ordinary remuneration	Extraordinary remuneration
:Knut Øversiøen (SL)	19.05.2017	29.09.2017
Anne Young Syrrist	19.05.2017	29.09.2017	150 000	54 658
Lars-Gøran Dysterud Hansen	19.05.2017	29.09.2017	150 000	54 658
Rolf Normann (SL)	29.09.2017	28.12.2017	250.000	61 644
Knut Øversjøen	29.09.2017	28.12.2017
Ingrid Elvira Leisner	29.09.2017	28.12.2017	150 000	36 986
Halldor Tioflaat (SL)	28.12.2017	01.06.2018	250 000	106 164
Kathrine Breistøl	28.12.2017	01.06.2018	150,000	63 699
Kristine Malm Larneng	28.12.2017	01.06.2018	150 000	63 699
Nils Petter Skaset	28.12.2017	01.06.2018	150000	63 699

Mr. Fretheim prosed the total renumeration for Mr. Øversjøen should set at zero. In addition, he proposed that the remuneration until next year is NOK 250,000 for the Chairman of the Board and NOK 150,000 for the other members.

The alternative proposal by AFT Development was resolved with 10,407,342 shares in favor and 2,236,879 shares voted for the proposal for the nomination committee proposal.

. The main the complete of the contract of the complete of the contract of the complete of the complete of the complete complete of the complete of the complete complete organization of the complete organization of the compl
		-rom		Annual	Remuneration
	Vegard Finstad	19.05.2017	i internet en de deux de terres de la Aldedra de la la de la de la de la de la de la del de de la del la del l 01.06.2018	. 20 000	20 000
	Rolf Bruknapp and the complete the set of the set of a state state of the color	19.05.2017 of the complete the theoretic contract of the contraction of substances and an annual approximation of the property of the contract of the contract of the contract of the contract of the contract of the contract of the con	01.06.2018	10000	10 00C
	: Jan Peter Harto		01.06.2018	10.000	the control of the complete control control and control control of the control of the control control of the control of the control of the control of the control of the control of the control of the control of the control 10.000

The nomination committee proposed the following remuneration for the nomination COMMittee for the work performed from last AGM.

8. Board of Directors' Corporate Governance Statement

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

1. Declaration of principles for the Company's remuneration policy for executive management

The AGM approved the Board of Director's declaration of principles of the Company's remuneration policy for executive management. The resolution was unanimously approved.

10. Adoption of the Board of Directors' proposal to approve the company's purchase of its own shares.

The Board of Directors has proposed that the Annual General Meeting should authorise the Board of Directors to acquire own shares subject to a limit of 10% of the Company's share capital at the date of the Annual General Meeting's decision to grant the authorisation.

On this basis, the Board of Directors proposed that the Annual General Meeting adopted the following proposal:

"The Board of Directors is authorised to acquire own shares. The authorisation shall expire on 1 June 2019. The highest total face value of the shares that can be acquired by the company is NOK 4,388,214, which is equivalent to 4,388,214 shares each of face value NOK 1.00. The acquisitions would be within the limits set by the Public Limited Liabilities Companies Act, Section 9-2. The price paid for each share shall be at least NOK 0.10 and no higher than NOK 1.50. The acquisition and disposal of own shares can be carried out to fully or partially pay for acquisition of businesses and to have stock holdings in preparation for such purpose,

Shares shall be acquired via the stock exchange or in other ways at market value and so that general principles for equal treatment of shareholders are respected. The disposal of the company's own shares shall take place in accordance with the purpose of acquiring own shares or on a stock exchange or otherwise at a market price and in compliance with general principles for equal treatment of shareholders."

The resolution was unanimously approved by the AGM.

Amount

11. Increase of the share capital by conversion of debt

The company has debt to:

		inuk
1	LJM AS	300 000
2	Jan Steinar Nerem	100 000
3	Raccolta AS	100 000
4	Jan P Harto AS	150 000
5	Dag Hadberg Johansen	100 000
6	Kåre Reidar Johansen	200 000
7	Alf Gervin	100 000
8	Låshuset Holding AS	100 000
9	Magnolia System AS	200 000
10	David Graham Bell	100 000
11	$C - By - C AS$	350 000
12.	Bkraft Holding AS	300 000
13	KNUFFE LTD	100 000
14	Kolstad AS	100 000
15	Brezza AS	350 000

	16 Vesoldo AS	250 000
	17 Fin Serck-Hanssen Kaupanger Hovedgård Holding	250.000
18.	-AS	100.000
19	- Illuminator AS	250 000
20	Hybrid AS	200.000
21.	Steinar Magne Haukanes	100.000
	22 Birger Fredrik Hansen	100 000
23.	Finn Strøm Rasmussen	100.000
SUM.		4 NOO

The board of directors finds it appropriate to strengthen the company's equity, and therefore proposed that the debt that Subscriber of Shares, designated as 1 to 23 above, has against the company are converted to equity in the company. The Board of Directors and Subscriber of Shares 1 to 23 agrees that the subscribers will spend the total amount of NOK 4 093 808. including accrued interest and expenses, as capital contributions in the capital increase in the company.

The following proposal to increase of share capital is set forth:

$a)$ The share capital are to be increased from NOK 43 882 141 to NOK 47 975 949 by issuance of 4 093 808 new shares each with face value of NOK 1. The total subscription amount is NOK 4 093 808.

The new shares are subscribed by the Subscribers of Shares, designated as 1 to 23 $|b\rangle$ above.

$C$ All existing shareholders priority are waived.

d) The shares are noted and subscribed in the minutes from the general meeting.

$\Theta$ The share deposit is settled immediately after the subscription by conversion of debt of NOK 4 093 808 that Subscriber of Shares 1 to 23 has against the company. The board of directors has made a separate statement in this regard.

f). The new shares has a right to dividend and other rights as of the moment of registration of the increase of share capital in the Register of Business Enterprises.

Meanwhile warrant shares with 1 share per 10 share are issued through the debt g) conversion. Totally amounting to 400 000 warrant shares.

$\ket{n}$ The subscription rights are converted to a rate of NOK 1 per share.

Ï). The deadline to make use of the subscription right is 14 days after the ordinary general meeting in 2019.

j) Share deposits shall be settled within 7 days after the deadline to a designated account held by the company bank.

k) The new shares will have rights to dividend and other rights as of the registration of the share increase in the Register of Business Enterprises. The capital increase will be effected without any undue delay after the deadline set forth in j) above.

Expenses from the capital increase(s) are estimated to approximately NOK 200 000. These expenses are covered by the company.

The annual accounts, the annual report and the audit report are published on the company's website http://www.aega.no.

Amendments to the company's articles of association in connection with the increase in capital In connection with the proposal for a capital increase, the board of directors proposes that section 4 of the Articles of Association are amended and given the following Norwegian wording:

"Aksjekapitalen er NOK 47 975 949, fordelt på 47 975 949 aksjer, hver pålydende NOK 1."

Curtesy translation:

"The share capital is NOK 47 975 949, divided by 47 975 949 shares, each denominated with a face value of NOK 1."

The resolution was unanimous

12. Amendment of the articles of association - new clause 11

Due to the large variation in attendees on the general assemblies of the Company, the Board of directors propose to add a new paragraph to the articles of association in line with Public Limited Liabilties Act, Section 5-3 as follows:

$$11$

En aksjeeier som vil delta i generalforsamlingen, skal meddele dette til selskapet innen fem dager før generalforsamlingen avholdes. En aksjeeier som ikke har meldt fra innen fristens utløp. kan nektes adgang.

Courtesy translation:

$§11$

A shareholder that wants to participate in the general assembly, must notify the company at least five days before the general assembly. A shareholder that has not notified the company within the deadline can be refused entrance.

The resolution was unanimous

13. Board authorization for capital increase

The Board is of the opinion that it should have authorisation to increase the company's share capital, as such authorisation gives the Board the necessary flexibility to purchase potential new solar parks or pursue other strategic options, and an authorisation is both time and cost efficient in the event of possible future increases in share capital. To maintain the desirable degree of flexibility the Board recommends two mandates;

The first mandate authorising the Board to issue new shares with a minimum price of NOK 1.00 per share and the second mandate to issue new shares with a minimum price of NOK 1.25.

The Board has, therefore, decided to propose the following resolutions:

Authorization 1:

"The General Meeting authorises the Board of Directors to increase the company's share capital to issue shares:

a. The company's share capital may be increased by up to NOK 12,000,00 by issuing up to 12,000,000 shares, each with a nominal value of NOK 1.00. Increases within these limits may take place in one or more subscriptions, as per the Board's decision.

b. The board of directors will determine the subscription price. The subscription price shall not be lower than NOK 1.00 per share.

c. This authorisation is valid until the annual general meeting in 2020, and in any event, no longer than 30 May 2020.

d. The Board may depart from the shareholders' pre-emption right to subscribe for the new shares pursuant to Section 10-4 of the Public Limited Companies Act.

e. The authorisation shall also cover a capital increase against non-cash contributions and the right to impose special obligations on the Company, as mentioned in Section 10-2 of the Public Limited Companies Act. The authorisation also includes a merger resolution pursuant to Section 13-5 of the Public Limited Companies Act.

f. The shares will be entitled to dividends as from the time they are registered in the Norwegian Register of Business Enterprises.

g. This authorisation supersedes current authorisations to increase the company's share capital; however, subject to the general meeting's approval, this mandate applies in parallel with the board authorization mentioned below".

Authorization 2.

"The General Meeting authorises the Board of Directors to increase the company's share capital to issue shares:

a. The company's share capital may be increased by up to NOK 10,000,00 by issuing up to 10,000,000 shares, each with a nominal value of NOK 1.00. Increases within these limits may take place in one or more subscriptions, as per the Board's decision.

b. The board of directors will determine the subscription price. The subscription price shall not be lower than NOK 1.25 per share.

c. This authorisation is valid until the annual general meeting in 2020, and in any event, no longer than 30 May 2020.

d. The Board may depart from the shareholders' pre-emption right to subscribe for the new shares pursuant to Section 10-4 of the Public Limited Companies Act.

e. The authorisation shall also cover a capital increase against non-cash contributions and the right to impose special obligations on the Company, as mentioned in Section 10-2 of the Public Limited Companies Act. The authorisation also includes a merger resolution pursuant to Section 13-5 of the Public Limited Companies Act.

f. The shares will be entitled to dividends as from the time they are registered in the Norwegian Register of Business Enterprises.

g. This authorisation supersedes current authorisations to increase the company's share capital; however, subject to the general meeting's approval, this mandate applies in parallel with the board authorization mentioned below".

The resolution was unanimously approved.

14. Election of members to the nomination committee

The nomination committee has proposed the following the following members of the committee:

Jan Harto (Chair) Fin Serck-Hanssen Steinar Fretheim

The resolution was unanimously approved.

15. Election of members to the Board of Directors

The nomination committee has proposed that the Board of Directors is re-elected and will therefore have the following member:

Halldor Tjoflaat (Chair) Kathrine Breistøl Kristine Malm Larneng Nils Petter Skaset

The resolution was unanimously approved.

1.6.2018

Halldor Tjoflaat (Chair)

Anders Lillehagen