Nordic Financials ASA — AGM Information 2019

May 31, 2019

PROTOCOL OF ANNUAL GENERAL MEETING

The annual general meeting (AGM) was held on 31 May 2019 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, 16,362,723 shares and votes were represented constituting 34.1% 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 Jarle Sigmund Lysberg 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 resolutions was approved with 16,214,419 share voting for and 148 304 abstained.

4. Approval of the annual financial statement and Board of Directors report for 2018

The Chairman and CEO presented the annual financial statement and the Board of Directors' report for 2018.

The AGM approved the annual financial statement and the Board of Directors' report. The resolution was approved with 16,214,419 share voting for and 148 304 against.

5. Payment to shareholders

Based on the Board's proposal, the AGM resolved to authorize the Board of Directors to pay a dividend of maximum NOK 0.2 per share. The final amount will depend on the sale of Aega's Italian assets. The dividend will be charged the share premium account. The distribution will for tax purposes be considered a repayment of paid-in capital. 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 resolutions was approved with 16,214,419 share voting for and 148 304 abstained.

7. Remuneration for the members of the Board of Directors and the nomination committee

The nomination committee's has given its recommendation and proposes the following remuneration for the Board of Directors and Nomination Committee from the annual general meeting 2018 to the annual general meeting 2019:

Chairman	NOK 250,000
Member of the board	NOK 150,000
Chairperson of the nomination committee	NOK 20,000
Member of the nomination committee	NOK 10,000

And the nomination committee proposes that general meeting makes the following resolution: For the period from the general meeting in 2019 to the general meeting in 2020, the remuneration should be NOK 250,000 to the Chair of the Board of Directors and NOK 150,000 for the members of the board. For the Chairperson of the nomination committee the fee for the same period should be NOK 20,000 and NOK 10,000 for the remaining members of the nomination committee.

I addition to the ordinary remuneration the AGM took note of the extra remuneration to Mr. Tjoflaat, Mr. Skaset and Mr. Fretheim for the extraordinary workload connected to the sale of Aega's assets. This extra compensation will maximum be NOK 300,000 per individual and depending on successful closing of the signed agreemen t.

The resolution was approved with 16,214,419 share voting for and 148 304 against.

8. Board of Directors' Corporate Governance Statement

The AGM took note of the statement and unanimously approved it with 16,214,419 share voting for and 148 304 abstained.

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 31 May 2020. The highest total face value of the shares that can be acquired by the company is NOK 4,797,594, which is equivalent to 4,797,594 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 2.50. 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.

11. Election of members to the nomination committee

The nomination committee has proposed to re-elect the nomination committee following the following members of the committee:

Jan Harto (Chair) Fin Serck-Hanssen Steinar Fretheim

The resolution was unanimously approved.

12. 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 resolutions was approved with 16,214,419 share voting for and 148 304 abstained.

31.5.2019 Oslo Halldor Tjoflaat (chair)

Jarle Lysberg

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