Medistim — AGM Information 2010

Apr 29, 2010

MINUTES FROM THE GENERAL MEETING IN MEDISTIM ASA

MediStim ASA held its ordinary general meeting Tuesday the 29th of April 2010 at 09.00 in MediStim ASA’s offices in Fernanda Nissens gate 3 in Oslo. Attachment 1 gives an overview of the shareholders that were represented. 59.03 % of the shareholders were represented were 51.81 % were represented by proxy.

Chairman of the Board of Director’s Øyvin Anders Brøymer opened the meeting.

The agenda for the meeting was as follows:

1. Approval of notice and power of attorney

There were no comments to the notice, the agenda or proxies and these were approved. The meeting was pronounced lawfully called and assembled.

2. Appointment of person to chair the meeting, to sign the protocol, to co-sign the protocol and protocol secretary

Øyvin Anders Brøymer was chosen to chair the meeting. Janne Flessum was chosen to co sign the minutes. Thomas Jakobsen was chosen as secretary for the meeting. All elections were unanimously chosen.

3. Approval of annual report for 2009

The general meeting took notice of the chairman of the meeting’s presented the annual report for 2009.

4. Approval of the income statement and balance sheet for 2009

The income statement and balance sheet for 2009 was presented for the holding company and the group to the general meeting by the chairman of the meeting. The general meeting took notice of the presentation and there were no comments to the presentation. The income statement for 2009 and balance sheet for 2009 for the holding company and the group was approved.

5. Allocation of profit for 2009

The profit for 2009 was TNOK 24.277. The Board of Directors suggested that TNOK 7.773 is distributed to other equity and a dividend of NOK 0.90 per share, total TNOK 16.504. The company has 523.989 MediStim shares and does not pay dividend on own shares. Shareholders registered in VPS by the end of the 29th of April 2010 will have the right to the dividend. The Board of director’s suggestion was approved unanimously by the general assembly. The MediStim shares will then be traded as ex dividend NOK 0.90 as of the 30th of April.

6. Approval of fee to the Board of Director’s

The fee to the Board of Director’s in 2009 was NOK 150.000 to the chairman. Fee to the board members was NOK 75.000 to 4 members. Total fee for 2009 was NOK 450.000. The fee to the Board of Director’s was approved by the general meeting.

7. The Board of Director’s declaration on salary and other remuneration to the management

The chairman gave an orientation to the general meeting of the principals used to set salary and remuneration to the management and key personnel. The declaration is also described in the annual report. The general meeting took notice of the orientation and approved the principals for salary and remuneration to management and key personnel.

8. Approval of fee to the auditor

Fee to the auditor was in total TNOK 643 where TNOK 514 was for the audit and TNOK 129 was for other services. The fee to the auditor was approved by the general meeting.

9. Election of board members. Three of the board members are on election

Three of the board members are on election for a new term of two years. Two of the members are on reelection. This is board member Lise Sofie Haug Nissen-Meyer and Kari Mette Pah. Both candidates were unanimously reelected as board members for a new two year term until ordinary general meeting in 2012. Third member Christian Fekete does not take a new term. The election of nomination committee suggested Lars Rønn as board member to replace Christian Fekete. Lars Rønn was unanimously reelected as board members for a new two year term until ordinary general meeting in 2012.

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1. Compensation to election of nomination committee

The board suggestion that the chairman of the nomination committee is compensated with TNOK 15 was unanimously approved by the general meeting. This was not in line with the nomination committee suggestion. The Nomination committee’s suggestion was NOK 0 as compensation.

1. Amortisation of own shares.

MediStim ASA owns 523,989 own shares and the Board of Directors suggested for the general assembly that these shares are amortised. The general assembly unanimously approved the suggestion. The amortisation of share capital changes the company’s article of association §4 from:

“The company share capital is NOK 4.715.331,25 split on 18.861.325 shares at par value of NOK 0,25 per share. The shares shall be registered at the Norwegian Registry of securities (VPS).”

To:

“The company share capital is NOK 4.584.334,00 split on 18.337.336 shares at par value of NOK 0,25 per share. The shares shall be registered at the Norwegian Registry of securities (VPS).”

1. Change of articles of association § 1

The general assembly unanimously approved to change the articles of association § 1 from:

“The company name is Medi-Stim ASA. The company is a public limited liability company. (ASA)”

To:

“The company name is MediStim ASA. The company is a public limited liability company. (ASA)”

1. Change in the articles of association regarding distribution of annual report and information to the general assembly meeting

The general assembly unanimously approved the amendment to articles of association §6 to include the following:

“When documents relating to matters to be considered by the general assembly are made available to shareholders by publication on the company’s website, the statutory requirement to send the documents to shareholders does not apply. This includes documents that pursuant to law shall be included in or appended to the notice of the general assembly.”

1. Approval of the Board of Director’s suggestion to the general meeting to renew the Board of Director’s authorisation to increase share capital.

The general meeting gave the Board of director’s approval to increase share capital on the following terms and conditions:

A. The Board of Director’s is authorised to increase share capital up to NOK 471,533 by issuing up to 1,886,132 new shares at par value of NOK 0.25. The share price and other terms when issuing new shares are set by the board of directors. The board of directors can increase the share capital once or in several different occasions.

B. In case of a change in par value of the share as a result of a split, fond emission or something similar, is the authorisation adjusted accordingly with the number of shares that can be issued. The share price and other terms are adjusted according to generally known principles for such adjustments, but always within the regulations in the Public Limited Companies Act.

C. The authorisation shall also include capital increase against other assets than cash deposits.

D. The shareholders preferential rights to subscribe shares can be set aside by the board according to the Public Limited Companies Act § 10-4.

E. The authorisation shall include a decision including a fusion according to Public Limited Companies Act § 13-5.

F. The authorisation is valid until the next ordinary general meeting.

The general meeting approved the Board of Director’s authorisation to increase share capital unanimously according to the above terms and conditions.

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The general meetings resolution will be registered in the Brønnøysund register centre and must be registered before the Board of Directors can use the authorisation.

15. Approval of authorisation to purchase own shares

The general meeting gave the board of directors renewed power of attorney to purchase own shares on the following terms and conditions:

A. The authorisation is valid until the next general meeting.
B. The company can purchase shares at par value up to NOK 464,038.50, which are 1,856,154 shares at today’s par value.
C. The highest price per share shall maximum be NOK 100.00 per share.
D. The lowest price per share shall minimum be NOK 0.25 per share.
E. The Board of Director’s can freely decide how to purchase the shares as long as the principle for equal treatment is followed.

The general meeting approved the power of attorney to purchase own shares unanimously according to above terms and conditions.

The general meeting resolution must be registered in the Brønnøysund register centre before the board can use the authorisation.

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There were no other issues on the agenda. The meeting was ended and the minutes signed.

Oslo 29. April 2010

Øyvin Anders Brøymer
Sign.

Janne Flessum
Sign.