Lifecare ASA — AGM Information 2023

Apr 18, 2023

Meeting type: Hybrid meeting Date: April 18, 2023, 10:00 Location: Ytrebygdsvegen 215, 5258 Blomsterdalen Bergen

Case 1: Opening of the general meeting

The general meeting was opened by the Chairman of the Board.

Case 2: List of attendees

The following is a summary of the number of shareholders represented at the general meeting:

	Shares	Votes	Share capital	% of voting eligible shares	% of total votes	% of total capital	Shareholders
Voting shares	117,865,742	117,865,742	47,146,296.8	100.00%	100.00%	100.00%	2388
Represented by joining	45,779,860	45,779,860	18,311,944	38.84%	38.84%	38.84%	15
Represented by pre-voting	10,000	10,000	4,000	0.01%	0.01%	0.01%	1
Represented directly	45,789,860	45,789,860	18,315,944	38.85%	38.85%	38.85%	16
Represented by proxy	11,895,813	11,895,813	4,758,325.2	10.09%	10.09%	10.09%	3
Total representatives entitled to vote	57,685,673	57,685,673	23,074,269.2	48.94%	48.94%	48.94%	19

Case 3: Approval of the notice and the agenda

The following was approved:

The notice and agenda are approved.

Case 4: Election of Chairman of the meeting

Morten Foros Krohnstad is elected to chair the meeting.

Case 5: Election of a person to sign the minutes together with the Chairman of the meeting

Christin Hestness Matthiessen is chosen to co-sign the minutes with the chair.

Case 6: Approval of the annual accounts

The financial statements for last year were presented to the general meeting.

The following was approved:

The annual accounts for 2022 are approved by the General Meeting.

Case 7: Review of the auditor's annual report

The auditor's report was reviewed.

Case 8: Approval of the Board's proposal for an annual report

The boards annual report was presented to the general meeting.

The following was approved:

Norwegian: Styrets årsberetning for 2022 godkjennes

English: The Board of Directors report for 2022 is approved

Case 9: Revocation of previously issued board authorizations for capital increase

The following was approved:

Norwegian:

De to fullmaktene til kapitalforhøyelser besluttet 06.5.2022 tilbakekalles og skal slettes fra foretaksregisteret.

English translation: The two board authorizations for capital increase issued 6.5.2022 are revoked and shall be deleted from the Business Register.

Case 10: Authorization to the board to increase share capital

In order to effectively implement any capital increases to meet the Company's need for capital as a premise for further development and growth, the board requested a power of attorney from the general meeting to increase the share capital, cf. section 10-14 of the Companies Act.

The chairman of the board presented the suggestion and submitted the request for the General Meeting.

The following was approved:

Norwegian

• 1. Styret gis fullmakt i henhold til aksjeloven § 10-14 til å forhøye aksjekapitalen med inntil 30% inntil NOK 14 143 889,04 - ved å utstede inntil 35 359 723 nye aksjer i Lifecare AS hver pålydende NOK 0,40.
• 1. Fullmakten innebærer at styret gis fullmakt til å bestemme tidspunkt for og tegningskurs ved kapitalforhøyelser.
• 1. Fullmakten gjelder i ett år fra vedtakstidspunktet.
• 1. Aksjonærenes fortrinnsrett etter aksjeloven §10-4 skal kunne fravikes, jf. aksjeloven §10-5. Fullmakten gjelder også innskudd i andre eiendeler enn penger og/eller rett til å pådra selskapet særlige plikter, jf. Aksjeloven §10-2.
• 1. Styret gis fullmakt til å gjennomføre de vedtektsendringer som forhøyelse av aksjekapitalen nødvendiggjør

English translation:

• 1. The Board is authorized in accordance with the Norwegian Companies Act § 10-14 to increase the share capital by up to 30% - up to NOK 14.143.889,04 by issuing up to 35.359.723 new shares in Lifecare AS each nominal NOK 0.40.
• 1. The authorization means that the Board is authorized to determine the time and subscription price for capital increases.
• 1. The authorization is valid for one year from the date of the decision.
• 1. The shareholders' pre-emptive right pursuant to the Norwegian Companies Act §10-4 may be waived, cf. the Norwegian Companies Act §10-5. The authorization also applies to deposits in assets other than money and / or the right to incur special obligations for the Company, cf. the Norwegian Companies Act §10-2.
• 1. The Board is authorized to implement the amendments to the Articles of Association that an increase in the share capital necessitates

Case 11: Authorization to the Board to increase share capital to cover obligations under the incentive

program for employees

The Chairman of the Board presented the proposal an submitted the request for the General Meeting.

The following was approved:

Norwegian:

• 1. For anvendelse i opsjons- og aksjeprogram for medarbeidere i selskapet gis styret fullmakt i henhold til aksjeloven § 10-14 til å forhøye aksjekapitalen med inntil 5% av aksjekapitalen - NOK 2 357 314,84 ved å utstede inntil 5 893 287 nye aksjer i Lifecare AS, hver pålydende NOK 0,40. Fullmakten omfatter også medarbeidere som jobber via konsulentavtale, men ikke styrets medlemmer.
• 1. Fullmakten innebærer at styret gis fullmakt til å fastsette nærmere betingelser for deltakelse i programmet.
• 1. Fullmakten gjelder i ett år fra vedtakstidspunktet.
• 1. Aksjonærenes fortrinnsrett etter aksjeloven §10-4 skal kunne fravikes, jf. aksjeloven §10-5.
• 1. Styret gis fullmakt til å gjennomføre de vedtektsendringer som forhøyelse av aksjekapitalen nødvendiggjør.

English translation:

• 1. For use in the option and share program for employees in the Company, the Board is authorized in accordance with the Norwegian Companies Act § 10-14 to increase the share capital by up to 5% of the share capital – NOK 2.357.314,84- by issuing up to 5 .893. 287 new shares in Lifecare AS each with a nominal value of NOK 0.40. The authorization also applies to employees who work via a consultancy agreement, but not the board members.
• 1. The authorization means that the Board is authorized to determine further conditions for participation in the program.
• 1. The authorization is valid for one year from the date of the decision.
• 1. The shareholders' pre-emptive right pursuant to the Norwegian Companies Act §10-4 may be waived, cf. the Norwegian Companies Act §10-5.
• 1. The Board is authorized to implement the amendments to the Articles of Association that an increase in the share capital necessitates

Case 12: Approval of remuneration to the Auditor

The Board proposed that the auditor be remunerated on account.

The following was approved:

The Auditor is remunerated according to invoice.

Case 13: Determination of remuneration to the Board of Directors

Proposals for remuneration to the board members for the period from last year's ordinary general meeting to this year's ordinary general meeting were presented to the general meeting.

The following was approved:

Remuneration for members of Lifecare's Board of Directors 2022/23:

Morten Foros Kronstad NOK 250,000

Trine Teigland NOK 180,000

• Lutz Heinemann NOK 180,000
• Bo Pettersson NOK 180,000

Case 14: Determination of remuneration to the Nomination and Compensation committee

The following was approved:

Members of the Nomination Committee are entitled to remuneration of NOK 5,000 per committee meeting

Case 15: Election of new board

Morten Foros Kronstad was re-elected as Chairman of the board, Hans Johan Hekland was re-elected as member of the Board.

Case 16: Election of Nomination Committee

Members of the Nomination Committee was re-elected.

The general meeting ended.

Overview of voting

Case 3: Approval of the notice and the agenda

	Shares	Votes	Share capital	% of votes cast	% of represented votes	% of attending share capital
Total represented	57,685,673	57,685,673	23,074,269.2		100.0%	100.0%
Votes cast	57,120,948	57,120,948	22,848,379.2	100.0%	99.0%	99.0%
Voted for	57,120,948	57,120,948	22,848,379.2	100.0%	99.0%	99.0%
Voted against	0	0	0	0.0%	0.0%	0.0%
Abstained	564,725	564,725	225,890		1.0%	1.0%
Result	Approved

Case 4: Election of Chairman of the meeting

On election:
	Morten Foros Krohnstad
Position	Number of votes	% of votes cast	Candidate
1	57,120,948	100.0%	Morten Foros Krohnstad	Elected

Elected candidate: Morten Foros Krohnstad

Case 5: Election of a person to sign the minutes together with the Chairman of the meeting

On election:
	Christin Hestness Matthiessen
Position	Number of votes	% of votes cast	Candidate
1	32,429,119	100.0%	Christin Hestness Matthiessen	Elected

Elected candidate: Christin Hestness Matthiessen

Case 6: Approval of the annual accounts

	Shares	Votes	Share capital	% of votes cast	% of represented votes	% of attending share capital
Total represented	57,685,673	57,685,673	23,074,269.2		100.0%	100.0%
Votes cast	32,429,119	32,429,119	12,971,647.6	100.0%	56.2%	56.2%
Voted for	32,429,119	32,429,119	12,971,647.6	100.0%	56.2%	56.2%
Voted against	0	0	0	0.0%	0.0%	0.0%
Abstained	25,256,554	25,256,554	10,102,621.6		43.8%	43.8%
Result	Approved

Case 8: Approval of the Board's proposal for an annual report

	Shares	Votes	Share capital	% of votes cast	% of represented votes	% of attending share capital
Total represented	57,685,673	57,685,673	23,074,269.2		100.0%	100.0%
Votes cast	32,432,947	32,432,947	12,973,178.8	100.0%	56.2%	56.2%
Voted for	32,432,947	32,432,947	12,973,178.8	100.0%	56.2%	56.2%
Voted against	0	0	0	0.0%	0.0%	0.0%
Abstained	25,252,726	25,252,726	10,101,090.4		43.8%	43.8%
Result	Approved

Case 9: Revocation of previously issued board authorizations for capital increase

	Shares	Votes	Share capital	% of votes cast	% of represented votes	% of attending share capital
Total represented	57,685,673	57,685,673	23,074,269.2		100.0%	100.0%
Votes cast	32,432,947	32,432,947	12,973,178.8	100.0%	56.2%	56.2%
Voted for	32,432,947	32,432,947	12,973,178.8	100.0%	56.2%	56.2%
Voted against	0	0	0	0.0%	0.0%	0.0%

	Shares	Votes	Share capital	% of votes cast	% of represented votes	% of attending share capital
Abstained	25,252,726	25,252,726	10,101,090.4		43.8%	43.8%
Result	Approved

Case 10: Authorization to the board to increase share capital

	Shares	Votes	Share capital	% of votes cast	% of represented votes	% of attending share capital
Total represented	57,685,673	57,685,673	23,074,269.2		100.0%	100.0%
Votes cast	32,429,119	32,429,119	12,971,647.6	100.0%	56.2%	56.2%
Voted for	32,429,119	32,429,119	12,971,647.6	100.0%	56.2%	56.2%
Voted against	0	0	0	0.0%	0.0%	0.0%
Abstained	25,256,554	25,256,554	10,102,621.6		43.8%	43.8%
Result	Approved

Case 11: Authorization to the Board to increase share capital to cover obligations under the incentive program for employees

	Shares	Votes	Share capital	% of votes cast	% of represented votes	% of attending share capital
Total represented	57,685,673	57,685,673	23,074,269.2		100.0%	100.0%
Votes cast	57,120,948	57,120,948	22,848,379.2	100.0%	99.0%	99.0%
Voted for	57,120,948	57,120,948	22,848,379.2	100.0%	99.0%	99.0%
Voted against	0	0	0	0.0%	0.0%	0.0%
Abstained	564,725	564,725	225,890		1.0%	1.0%
Result	Approved

Case 12: Approval of remuneration to the Auditor

	Shares	Votes	Share capital	% of votes cast	% of represented votes	% of attending share capital
Total represented	57,685,673	57,685,673	23,074,269.2		100.0%	100.0%
Votes cast	57,124,776	57,124,776	22,849,910.4	100.0%	99.0%	99.0%
Voted for	57,124,776	57,124,776	22,849,910.4	100.0%	99.0%	99.0%
Voted against	0	0	0	0.0%	0.0%	0.0%
Abstained	560,897	560,897	224,358.8		1.0%	1.0%

	Shares	Votes	Share capital	% of votes cast	% of represented votes	% of attending share capital
Result	Approved

	Shares	Votes	Share capital	% of votes cast	% of represented votes	% of attending share capital
Total represented	57,685,673	57,685,673	23,074,269.2		100.0%	100.0%
Votes cast	57,120,948	57,120,948	22,848,379.2	100.0%	99.0%	99.0%
Voted for	57,120,948	57,120,948	22,848,379.2	100.0%	99.0%	99.0%
Voted against	0	0	0	0.0%	0.0%	0.0%
Abstained	564,725	564,725	225,890		1.0%	1.0%
Result	Approved

Case 13: Determination of remuneration to the Board of Directors

Case 14: Determination of remuneration to the Nomination and Compensation committee

	Shares	Votes	Share capital	% of votes cast	% of represented votes	% of attending share capital
Total represented	57,685,673	57,685,673	23,074,269.2		100.0%	100.0%
Votes cast	57,120,948	57,120,948	22,848,379.2	100.0%	99.0%	99.0%
Voted for	57,120,948	57,120,948	22,848,379.2	100.0%	99.0%	99.0%
Voted against	0	0	0	0.0%	0.0%	0.0%
Abstained	564,725	564,725	225,890		1.0%	1.0%
Result	Approved

Case 15: Election of new board

On election:
Morten Foros Krohnstad
Hans Johan Hekland
Position	Number of votes	% of votes cast	Candidate
1	57,134,776	100.0%	Hans Johan Hekland	Elected
2	57,134,776	100.0%	Morten Foros Krohnstad	Elected

Elected candidates: Hans Johan Hekland and Morten Foros Krohnstad

The order of candidates with the same number of votes was decided by drawing lots.

Case 16: Election of Nomination Committee

On election: Svein Milford Trond Eidsnes
Position	Number of votes	% of votes cast	Candidate
1	57,124,776	100.0%	Svein Milford	Elected
2	57,124,776	100.0%	Trond Eidsnes	Elected

Elected candidates: Svein Milford and Trond Eidsnes

The order of candidates with the same number of votes was decided by drawing lots.

List of attending shareholders

Shareholder	Shares	Votes	% of voting eligible shares	% of total votes	In person	Proxy	Represented by
Christin Hestness Matthiessen	108,200	108,200	0.09%	0.09%		Christin Hestness Matthiessen
Cimter AS	1,331,355	1,331,355	1.13%	1.13%			Joacim Holter
Dubois Investment AS	83,500	83,500	0.07%	0.07%			Mathias Leonardt Torstensson Pedersen
Herman Årvik	266,727	266,727	0.23%	0.23%			Herman Årvik
Joacim Holter	317,997	317,997	0.27%	0.27%			Joacim Holter
Lacal AS	18,187,712	18,187,712	15.43%	15.43%			Liv Hestness Høgset
Lhh AS	500,000	500,000	0.42%	0.42%			Liv Hestness Høgset
Mathias Leonardt Torstensson Pedersen	4,202	4,202	0.00%	0.00%			Mathias Leonardt Torstensson Pedersen
Morten Rimstad Bentsen	10,007	10,007	0.01%	0.01%			Morten Rimstad Bentsen
Otto Hantho	3,828	3,828	0.00%	0.00%			Otto Hantho
Patricia Rodrigues Da Costa Sandquist	2,916,400	2,916,400	2.47%	2.47%			Morten Foros Krohnstad
Per Knudsen	24,164	24,164	0.02%	0.02%			Per Knudsen
Reidar Eik Haavik	4,495	4,495	0.00%	0.00%			Reidar Eik Haavik
Rune Christiansen	6,000	6,000	0.01%	0.01%			Morten Foros Krohnstad
Svein Egil Pedersen	340	340	0.00%	0.00%			Mathias Leonardt

						Torstensson Pedersen
Sverre Leiro	10,000	10,000	0.01%	0.01%		Sverre Leiro
Teigland Eiendom AS	24,691,829	24,691,829	20.95%	20.95%		Trine Teigland
Verdipapirfondet Nordea Avkastning	8,973,413	8,973,413	7.61%	7.61%		Morten Foros Krohnstad
Årestrand Holding & Invest AS	245,504	245,504	0.21%	0.21%		Herman Årvik

	Shares	Votes	Share capital	% of voting eligible shares	% of total votes	% of total capital	Shareholders
Voting shares	117,865,742	117,865,742	47,146,296.8	100.00%	100.00%	100.00%	2388
Represented by joining	45,779,860	45,779,860	18,311,944	38.84%	38.84%	38.84%	15
Represented by pre-voting	10,000	10,000	4,000	0.01%	0.01%	0.01%	1
Represented directly	45,789,860	45,789,860	18,315,944	38.85%	38.85%	38.85%	16
Represented by proxy	11,895,813	11,895,813	4,758,325.2	10.09%	10.09%	10.09%	3
Total representatives entitled to vote	57,685,673	57,685,673	23,074,269.2	48.94%	48.94%	48.94%	19

* * * * *

April 18, 2023

6019258de894b134538d4a5d

Morten Foros Krohnstad

Christin Hestness Matthiessen