Nordic Financials ASA — AGM Information 2020

Jun 2, 2020

PROTOCOL OF ANNUAL GENERAL MEETING

The annual general meeting (AGM) was held on 29. May 2020 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, 25.584.490 shares and votes were represented constituting 52.89% of the total share capital.

2. 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 Geir Bjørlo 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 resolution was unanimously approved.

4. Approval of the annual financial statement and Board of Directors report for 2019

The Chairman and CEO presented the annual financial statement and the Board of Directors' report for 2019. 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 to authorize the Board of Directors to pay a dividend of NOK 0.04 per share. 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 of the Annual report, under the parent company. The resolution was unanimously approved.

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

The nomination committees have given its recommendation and proposes the following remuneration for the Board of Directors and Nomination Committee from the annual general meeting 2019 to the annual general meeting 2020:

And the nomination committee proposes that general meeting makes the following resolution:

For the period from the general meeting in 2020 to the general meeting in 2021, the remuneration should be NOK 250,000 to the Chair of the Board 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.

The resolution was unanimously approved.

8. Board of Directors' Corporate Governance Statement

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

9. 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. Board authorization for capital increase

The Board of Directors had proposed that the Annual General Meeting should authorise the Board of Directors to increase the company's share capital, as such authorization gives the Board the flexibility to purchase potential new solar parks or pursue other strategic or financial options, and an authorization is both time and cost efficient in the event of possible future increases in share capital.

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

"The General Meeting authorizes 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 20,000,000 by issuing up to 20,000,000 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 1.20 per share.

c. This authorization is valid until the annual general meeting in 2022, and in any event, no longer than 29 May 2022.

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 authorization 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 authorization 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 authorization supersedes current authorizations to increase the company's share capital".

The resolution was unanimously approved by the AGM.

11. 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 authorized to acquire own shares. The authorization shall expire on May 29, 2021. The highest total face value of the shares that can be acquired by the company is NOK 4.837.594, which is equivalent to 4.837.594 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 2.00. 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.

12. Election of members to the nomination committee

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

• Anders Lillehagen (Chair) $\bullet$
• Fin Serck-Hanssen $\blacksquare$
• $\bullet$ Steinar Fretheim

The nomination committee was elected according to the proposal The resolution was unanimously approved.

13. Election of members to the Board of Directors

The nomination committee has proposed that the Board of Directors is elected the following member:

• Halldor Christen Tjoflaat (Chair)
• Kristine Malm Larneng
• Jan Harto

The board was elected according to the proposal. The resolution was unanimously approved.

Oslo 29. May 2020

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Geir Bjørlo

Halldor Christen Tjoflaat $\overline{\phantom{a}}$