Medistim — AGM Information 2023

Apr 3, 2023

To the shareholders in Medistim ASA

NOTICE OF ORDINARY GENERAL MEETING

Medistim ASA will hold its ordinary general meeting Monday the 24th of April 2023 at 10.00. The meeting will be held at the company headquarter in Økernveien 94 in Oslo. For shareholders who cannot physically attend, it is possible to give proxy with and without voting instructions to the chairman. By using a proxy with voting instructions, the shareholders will vote on the specific issues without personal attendance. For further information on the use of proxy, see general information at the bottom of the notice and enclosed proxy forms.

The agenda for the meeting is as follows:

• 1. Approval of the notice, registration of shareholders or persons represented by proxy.
• 1. Appointment of person to chair the meeting, to sign the protocol, to co-sign the protocol and protocol secretary.
• 1. Approval of annual report for 2022.
• 1. Approval of the profit and loss and balance sheet for 2022.
• 1. Approval of the distribution of the profit for the year of TNOK 108,107. The Board of Director's suggests a dividend of NOK 4.50 per share, total TNOK 80,126 corrected for own shares, and that the remaining TNOK 25,981 is distributed to other equity.
• 1. The Board of Directors' declaration on salary and other remuneration to the management. The Board of Directors' declaration is included in as an attachment to this notice.
• 1. Approval of fee to the auditor for 2022. Fee to the auditor was in total TNOK 1 690 where TNOK 1 605 was for the audit and TNOK 85 was for other services.
• 1. The company articles of association §5 is suggested changed from:
  2. The company's board of directors shall have from 3 to 6 members in accordance with the general meeting's decision. The company's signature is jointly subscribed for by two board members. The Board may grant a power of attorney.

To:

• The company's board of directors shall have from 3 to 7 members in accordance with the general meeting's decision. The company's signature is jointly subscribed for by two board members. The Board may grant a power of attorney.
• 1. Election of board members.

Two of the board members are on election. This is Chairman Øyvin Brøymer and Board member Siri Fürst. Siri Fürst has decided not to take a new term and is not on election. Torben Jørgensen has given notice to the Nomination Committee that he wishes to withdraw from his position as Board member.

• The Nomination Committee suggests that Øyvin Brøymer is re-elected as Chairman for a new term of 2 years to the ordinary General Meeting in 2025. Øyvin Brøymer represents the 4th largest shareholder in Medistim ASA, with 7.01% of the shares.
• As a replacement for Torben Jørgensen the Nomination Committee suggests that Jon H. Hoem is elected as Board Member for a term of 1 years to the ordinary General Meeting in 2024. More than 30 years global management experience from innovative cardiovascular medical device companies: CEO & co-Founder of interventional cardiology and electrophysiology companies, sales and marketing expertise from Europe, Japan, and the United States plus solid understanding of preclinical, clinical, quality, regulatory and R&D processes.
• The Nomination Committee suggests that Ole Jesper Dahlberg is elected as Board member for a term of 2 years to the ordinary General Meeting in 2025. Ole Dahlberg has more than 20 years' international life science management experience. He recently returned to Norway after several years as Vice President and General Manager at Thermo Fisher Scientific in Carlsbad, CA, USA. Dahlberg is an experienced and sought-after international leader with a demonstrated history of working in life science industry. Dahlberg is further an exceptionally strong business development professional with a Master's degree focused in Genetics from University of Oslo (UiO). Dahlberg is the co-founder of three biotech companies, and he currently serves as

member of the board of directors of biotech startups and Oslo Cancer Cluster and is expert adviser to Canica Holding in Switzerland

The Nomination Committee suggests that Anna Ahlberg is elected as Board member for a term of 2 years to the ordinary General Meeting in 2025. Anna is CFO at Surgical Science Sweden AB, a life science/software company listed at Nasdaq First North Growth Market. She has been working mainly within the life science sector for over 15 years, with companies like Vitrolife and Q-Med, as both CFO and Director of Investor Relations, and has extensive knowledge about international growth companies and the requirements set upon listed companies. Anna has an MBA from the School of Business, Economics and Law at the University of Gothenburg.

All candidates are willing to take a term. Board members Tove Raanes, Lars Rønn and Anthea Arff-Pettersen are not on election until 2024.

1. Fees to the Board of Directors.

The Nomination Committee proposes to the General Meeting that the Chairman receives a fee of NOK 475,000. Furthermore, the Nomination Committee proposes that each of the board members will receive a fee of NOK 265,000 for each member. Total fees to the Board of Directors according to the Nomination Committee's proposal are NOK 1,800,000.

• 1. The leader of the Nomination Committee, Bjørn H. Rasmussen , is on election, and is willing to take a new term. It is suggested to the General Assembly that Bjørn Henrik Rasmussen is elected as leader for the Nomination Committee for two years until the ordinary General Meeting in 2025.
• 1. It is suggested to the General Meeting that the leader of the Nomination Committee is compensated with NOK 20,000 and that the members are compensated with NOK 15,000. Total purposed fee to the Nomination Committee is TNOK 50,000.
• 1. The Board has in 2022 appointed a remuneration committee and an audit committee. The remuneration committee consist of 2 members and it is suggested that the leader of the committee is compensated with NOK 20.000 and the member of the committee is compensated with NOK 15.000. The audit committee consist of 3 members. It is suggested that the leader is compensated with NOK 35.000 and that members are compensated with NOK 25.000.
• 1. Approval of financial assistance to senior executives in connection with purchase of shares in the company under a long-term incentive agreement. The board proposes that the general meeting approves that the company make a loan with a limit of NOK 10,000,000 available to senior executives in Medistim ASA according to allmennaksjeloven § 8-10. The loan framework can only be used for partial financing of share purchases that Medistim senior executives has been offered. The program gives executive management the opportunity to purchase Medistim shares at a 25 % discount with a lock in period of at least 3 years, or as long as the executive is employed. The exercise of the offer will be limited in time and will only be used once. The board has prepared a statement and a declaration regarding the loan limits that are attached to the notice.
• 1. Approval of the Board of Directors' suggestion to the General Meeting to renew the Board of Directors' authorization to increase share capital.
  2. A. The Board of Directors is authorized to increase share capital up to NOK 458,433,25 by issuing up to 1,833,733 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.
  3. B. In case of a change in par value of the share as a result of a split, fond issue etc, the authorization is 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.
  4. C. The authorization shall also include capital increase against other assets than cash deposits.
  5. D. The shareholders preferential rights to subscribe shares can be set aside by the Board of Directors according to the Public Limited Companies Act § 10-4.
  6. E. The authorization shall include a decision including a fusion according to Public Limited Companies Act § 13-5.
  7. F. The authorization is valid until the next ordinary General Meeting.

In line with the company goals the Board of Director's will assess continuously business opportunities, further development, and expansion of the business. In order to secure flexibility both time wise and for the financing, the Board of Directors prefer to have the authorization from the general meeting to have the opportunity to strengthen equity by issuing new shares against cash deposits or other assets, also in relation to a merger. The authorization can be used to issue shares in

relation to convertible loans, acquisition of companies or other commitments in relation to industrial partners or strategic partners.

The purpose of setting aside the preferential rights for existing shareholders to subscribe new shares is to ensure flexibility for the company.

• 1. Approval of the Board of Director's suggestion to renew the power of attorney to purchase own shares on the following conditions:
  2. A. The authorization is valid until the next general meeting.
  3. B. The company can purchase shares at par value up to NOK 458,433.25, which are 1,833,733 shares at today's par value.
  4. C. The highest price per share shall maximum be NOK 500.00 per share.
  5. D. The lowest price per share shall minimum be NOK 0.25 per share.
  6. E. The Board of Directors can freely decide how to purchase the shares as long as the principle for equal treatment is followed.

The purpose of the suggestion is that the company wishes to have available different methods to obtain and secure optimal capital structure.

Notice on participation at the general meeting should be sent to the company one day before the meeting.

Oslo 31st March 2022

Board of Directors in Medistim ASA

Contact: CEO Kari Eian Krogstad / CFO Thomas Jakobsen Phone: 23059660 Email: ir@Medistim.com

Attachments:

• 1. Form of proxy
• 1. Remuneration report from the Board of Directors
• 1. Declaration and statement from the Board of Directors
• 1. Annual report for Medistim ASA for 2022

Medistim ASA POWER OF ATTORNEY ORDINARY GENERAL MEETING 24 APRIL 2023

Shareholders not physically present at the meeting can vote at the general meeting by giving power of attorney to the Chairman to act on his or hers behalf at the ordinary general meeting on 24th of April 2023. The power of attorney is given by completing the below proxy form and return it to: Medistim ASA, Økernveien 94, 0479 Oslo or to ir@medistim.com. The power of attorney should be received by us no later than 23rd of April 2023 at 16:00 hours (CET). The undersigned hereby grants (please tick): Chairperson of the board Øyvin Brøymer

power of attorney to attend and vote for my/our shares at the ordinary general meeting of Medistim ASA to be held on 24th of April 2023. The votes shall be cast in accordance with the instructions below. Please note that if the alternatives below are not ticked off, this will be deemed to be an instruction to vote "in favour" of the proposals in the notice, provided, however, that the attorney determines the voting to the extent proposals are put forward in addition to, instead of, or as adjustments to the proposals in the notice.

				attorney's
Item:	In favour	Against	Abstain	discretion
1. Approval of the notice, registration of shareholders or persons represented by proxy.
2. Appointment of person to chair the meeting, to sign
the protocol, to co-sign the protocol and protocol
secretary proposed in the general meeting.
3. Approval of annual report for 2022.
4. Approval of profit and loss and balance sheet 2022.
5. Approval of the distribution of the profit for the year.
6. The Board of Director's declaration on salary and
other remuneration to the management.
7. Approval of fee to the auditor for 2022.
8. Approval of articles of association §5
9. Election of board members:
9 a. Øyvin Brøymer as Chairman
9 b. Jon H. Hoem as Board Member
9 c. Ole Jesper Dahlberg as Board Member
9 d. Anna Ahlberg as Board Member
10. Fees to the Board. This is according to the
Nomination Committee's suggestion.
11. Election of the Nomination Committee:
11.a. Committee member leader Bjørn H. Rasmussen
12. Compensation to the Nomination Committee. This is
according to the Nomination Committee's suggestion.
13. Compensation to Committees
13.a.Compensation to remuneration committee
13. b. Compensation to audit committee
14. Approval of financial assistance to senior executives
in connection with purchase of shares in the company
under a long-term incentive agreement.
15. Approval of the Board of Director's suggestion to the
general meeting to renew the Board of Director's
authorization to increase share capital.
16. Approval of the Board of Director's suggestion to renew the power of attorney to purchase own shares

The shareholder's name and address: ______________________________________ (please use capital letters).

If the shareholder is a company, please attach documentation in the form of certificate of registration, or separate power of attorney, if applicable, to this power of attorney.

Remuneration to management

1. introduction

The main principle of Medistim's executive remuneration policy is that the compensation shall be competitive and provide the motivation to attract and retain individuals with the required competence.

The board determines remuneration for the CEO, while the CEO determines remuneration for the management team and leading employees. Compensation of the management is based on market terms and evaluated on a yearly basis. The terms have remained the same over several years. Remuneration of the CEO includes a share-based incentive plan. A share based incentive plan was also introduced for management group in 2021. This is described under point 3. The executive remuneration consists of a fixed salary and a variable part linked to the company's achievement. The criteria are reviewed annually and are linked to internal goals and budgets. Total remuneration in 2022 was in line with the criteria set for total compensation in 2022.

Management is included in the same pension plan as other employees. Other benefits are of minor financial importance such as free access to communication tools for the management team to be available. No executives will receive additional compensation when leaving the company.

Plans for 2021 and 2022 has been ambitious despite the pandemic, macroeconomic turmoil and the Ukrainian war. However, the company's solutions continue to have an increasing demand among cardiac and vascular surgeons. As a consequence, most of management team and leading employees reached their target in 2021 and 2022.

2. Total compensation

In the below overview 1 and 2 for total compensation, bonus is achieved bonus for 2020 paid in 2021 and bonus achieved in 2021 paid in 2022. The overview 3 shows the achieved bonus for 2022 to be paid in 2023.

Overview 1 compensation to management in 2022:

Management	Position	Salary	Bonus	Pension	Share based compensaOther		Total
Hæge Johanne Krogh Wetterhus	VP Marketing	1 529 890	198 839	97 464	-	7 909	1 834 102
Anne Waaler	VP Medical	1 525 816	178 571	80 424	-	10 723	1 795 534
Roger Reino Morberg	VP Sales	1 821 454	383 929	94 584	137 750	9 783	2 447 500
Erik Sw ensen	VP Development	1 526 290	162 500	90 864	-	4 524	1 784 178
Tone Ann Veiteberg	VP QA\Reg	1 323 097	196 429	72 708	-	4 524	1 596 758
Ole Jørgen Robsrud	CEO Medistim Norge AS	1 435 094	240 000	91 800	50 000	8 863	1 825 757
Helge Børslid	VP Operations	1 417 244	73 661	84 600	-	4 524	1 580 029
Ole Arne Eiksrud	Busines development	902 297	-	58 208	137 750	2 928	1 101 183
Håkon Grøthe	VP Innovation	1 427 634	205 357	84 900	137 750	4 530	1 860 171
Mike Farbelow	President Medistim USA	2 233 316	800 311	89 333	-	108 583	3 231 543
Cindy Kaffi	CEO Medistim Germany	1 358 834	296 778	-	-	3 237	1 658 849
Kari Eian Krogstad	CEO Medistim group	3 144 358	1 205 357	101 592	4 410 000	4 527	8 865 834
Thomas Jakobsen	CFO Medistim Group	2 050 394	312 500	91 800	183 750	4 530	2 642 974
Sum		21 695 717	4 254 233	1 038 277	5 057 000	179 186	32 224 412

Overview 2 compensation to management in 2021:

Management
Position	Salary	Bonus	Pension	Share based compensatioOther		Total
VP Marketing	1 327 426	66 905	90 000	-	4 392	1 488 723
VP Medical	1 291 382	83 631	77 736	-	4 392	1 457 141
VP Sales	1 530 580	88 314	84 552	-	4 392	1 707 838
VP Development	1 352 031	69 581	81 456	-	4 392	1 507 460
VP QA\Reg	1 132 394	58 876	73 920	-	4 392	1 269 582
Managing director Medistim Norge	1 241 558	64 286	84 000	-	15 000	1 404 844
VP Operations	1 246 512	98 127	82 704	-	4 392	1 431 735
VP Innovation	1 222 257	102 587	82 656	-	4 392	1 411 892
President Medistim USA	1 909 488	773 100	78 667	-	97 058	2 858 314
Managing director Medistim Germ	1 277 478	406 400	-	-	-	1 683 878
CEO Medistim group	2 827 824	347 904	90 348	3 125 000	4 392	6 395 468
CFO Medistim Group	1 820 331	93 666	82 116	-	4 392	2 000 505
	18 179 261	2 253 377	908 155	3 125 000	151 586	24 617 380

Overview 3 accrued bonus to management based upon 2022 results to be paid in 2023

VP Marketing	226 831
VP Medical	227 994
VP Sales	476 081
VP Development	185 680
VP QA\Reg	241 587
CEO Medistim Norge AS	223 108
VP Operations	214 576
VP Innovation	286 963
President Medistim USA	854 681
CEO Medistim Germany	296 781
CEO Medistim group	1 272 321
CFO Medistim Group	498 138
	5 004 741

3. Share based remuneration

Share program to management

In April 2022 The General meeting approved the financial assistance related to the long term share based incentive plan for senior management. The general meeting approved that the company make a loan with a limit of NOK 6,800,000 available to senior executives in Medistim ASA according to allmennaksjeloven § 8-10. The loan framework can only be used for partial financing of share purchases that Medistim senior executives has been offered. The program gives executive management the opportunity to purchase Medistim shares at a 25 % discount with a lock in period of at least 3 years, or as long as the executive is employed. The exercise of the offer will be limited in time and will only be used once. The share program did not include CEO since she has a separate arrangement. The below list gives an overview of shares purchased and the financing of it:

Group management	Position	Shares purchaced in NOK	Match 25% in Nok	Total purchase of shares in NOK	Number of shares	Financing by Medistim in NOK
Ole Arne Eiksrud	Busines developer	551 000	137 750	688 750	2 422	551 000
Roger Reino Morberg	VP Sales	551 000	137 750	688 750	2 422	-
Ole Jørgen Robsrud	CEO Medistim Norge AS	200 000	50 000	250 000	879	200 000
Håkon Grøthe	VP Innovation	551 000	137 750	688 750	2 422	-
Thomas Jakobsen	CFO Medistim Group	735 000	183 750	918 750	3 231	735 000
Total		2 588 000	647 000	3 235 000	11 376	1 486 000

Share program to CEO

CEO has an agreement with the Board that she can receive up to 28.500 Medistim shares as part of compensation if in position until 2025. The Shares is received by the CEO free of charge and last shares will be received in 2026. Fair value of the share based payment is the share price at grant date multiplied with the and number of shares granted. The fair value of the share based payment is expensed over the vesting period. In 2022, TNOK 2 476 including social security tax was expensed in the accounts related to the arrangement. See also overview below:

Year	2023	2024	2025
Opening balance
Exercised
Shares granted	12 000	9 000	7 500
Ending balance	12 000	21 000	28 500
Share price at the time of grant in NOK	167	254	296

4. Use of right to reclaim

Not applicable in Medistim.

5. Information on how the remuneration complies with the remuneration policy and how performance criteria were applied.

On a yearly basis the company update its 3 year strategy plan. The review is performed during the board meeting in June. The updated strategy plan is the basis for the budget the following year. As part of the budget, which sets the financial goal for the coming year, an annual Goals and objectives (G & O) is also updated. The G & O breaks down the strategy plan and the budget down to departments goal for the year in question. Management bonus is linked to the budget for financial targets and the G & O when it is not financial targets. The table below shows the management position and criteria for bonus in 2022 and to what extent the criteria are achieved. The criteria related to G & O will vary based upon the G & O for the relevant year. Se table below:

Position	Bonus criteria	Weigt of the criteria Type of measure	Target/Max bonus Achived
VP Marketing	Financial targets Approved internal project	60 % Absolute target and linear scale 40 % Absolute measure	25% of base salary	75 %
VP Medical	Financial targets Approved internal project	40 % Absolute target and linear scale 60 % Absolute measure	25% of base salary	78 %
VP Sales	Financial targets	100 % Linear scale	30% of base salary	114 %
VP Development	Financial targets Approved internal project	20 % Absolute target 80 % Absolute measure	25% of base salary	60 %
VP QA\Reg	Financial targets Approved internal project	20 % Absolute target 80 % Absolute measure	25% of base salary	90 %
CEO Medistim Norge AS	Financial targets	100 % Linear scale	25% of base salary	70 %
VP Operations	Financial targets Approved internal project	20 % Absolute target 80 % Absolute measure	25% of base salary	75 %
VP Innovation	Financial targets Approved internal project	20 % Absolute target 80 % Absolute measure	25% of base salary	100 %
President Medistim USA	Financial targets	100 % Linear scale	40% of base salary	96 %
CEO Medistim Germany	Financial targets	100 % Linear scale	30% of base salary	73 %
CEO Medistim group	Linear EBIT measure	100 % EBIT from last year + 16%	50% of base salary	100 %
CFO Medistim Group	Linear EBIT measure	100 % Linear from 95 % to 105 % of budget	30% of base salary	100 %
VP Business development Budgeted EBIT	Approved internal project	20 % Absolute measure 80 % Absolute measure	25% of base salary	67 %

6. Deviation from the remuneration policy.

Nothing to report

7. Comparative information on change on remuneration.

Yearly change	Compensation in TNOK	RFY-4 vs. RFY-5	Compensati on in TNOK	RFY-3 vs. RFY-4	Compensation in TNOK	RFY-2 vs. RFY-3	Compensation in TNOK	RFY-1 vs. RFY-2	Compensation in TNOK	RFY vs. RFY 1	Comment
Total compensation
VP Marketing	1 405	12,72 %	1 438	2,32 %	1 558	8,37 %	1 489	-4,45 %	1 834	23,20 %
VP Medical	1 334	22,01 %	1 402	5,09 %	1 517	8,18 %	1 457	-3,96 %	1 796	23,22 %
VP Sales	1 952	16,07 %	1 912	-2,08 %	1 887	-1,29 %	1 708	-9,51 %	2 448	43,31 %
VP Development	1 303	9,55 %	1 327	1,85 %	1 506	13,51 %	1 507	0,08 %	1 784	18,36 %
VP QA\Reg	1 181	10,75 %	1 209	2,32 %	1 352	11,82 %	1 270	-6,08 %	1 597	25,77 %
CEO Medistim Norge AS	1 306	-1,32 %	1 336	2,27 %	1 372	2,71 %	1 405	2,39 %	1 826	29,96 %
VP Operations	1 202	13,38 %	1 224	1,85 %	1 410	15,25 %	1 432	1,51 %	1 580	10,36 %
VP Innovation		n.a	833 n.a		1 240	48,75 %	1 412	13,88 %	1 860		31,75 % New position in year 4
President Medistim USA	2 598	11,39 %	2 597	-0,03 %	2 949	13,55 %	2 858	-3,08 %	3 232	13,06 %
CEO Medistim Germany		n.a	1 399 n.a		1 545	10,42 %	1 684	8,99 %	1 659		-1,49 % Included in mgnt in year5
CEO Medistim group	4 363	20,46 %	4 357	-0,14 %	5 829	33,77 %	6 395	9,73 %	8 866	38,63 %
CFO Medistim Group	2 379	42,15 %	2 001	-15,87 %	2 453	22,58 %	2 001	-18,44 %	2 643	32,12 %
VP Business development									1 101		0,00 % New position in 2022
Company EBIT TNOK		73 977		89 768		95 484		116 278		141 251
Average compensation employees		4,00 %		4,00 %		3,00 %		3,50 %		4,00 %
Total number of employees		105		112		118		116		132

BDO AS Munkedamsveien 45 Postboks 1704 Vika 0121 Oslo

To the General Meeting of Medistim ASA

Independent auditor's assurance report on report on salary and other remuneration to directors

Opinion

We have performed an assurance engagement to obtain reasonable assurance that Medistim ASA's report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31. December 2022 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

In our opinion, the remuneration report has been prepared, in all material respects, in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

Board of directors' responsibilities

The board of directors is responsible for the preparation of the remuneration report and that it contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and for such internal control as the board of directors determines is necessary for the preparation of a remuneration report that is free from material misstatements, whether due to fraud or error.

Our independence and quality control

We are independent of the company as required by laws and regulations and the International Ethics Standards Board for Accountants' Code of International Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. Our firm applies International Standard on Quality Control 1 (ISQC 1) and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Auditor's responsibilities

Our responsibility is to express an opinion on whether the remuneration report contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and that the information in the remuneration report is free from material misstatements. We conducted our work in accordance with the International Standard for Assurance Engagements (ISAE) 3000 – "Assurance engagements other than audits or reviews of historical financial information".

We obtained an understanding of the remuneration policy approved by the general meeting. Our procedures included obtaining an understanding of the internal control relevant to the preparation of the remuneration report in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. Further we performed procedures to ensure completeness and accuracy of the information provided in the remuneration report, including whether it contains the information required by the law and accompanying regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Oslo, 2 April 2023 BDO AS

Erik H. Lie State Authorised Public Accountant

Independent auditor's assurance report on report on salary and other remuneration to directors Medistim ASA - 2022 side 3 av 3

Declaration from the board on financial assistance

This statement has been made by the board of Medistim ASA in accordance with the Public Limited Liability Companies Act § 8- 10 (5) (allmennaksjeloven § 8-10 (5)).

The board of Medistim ASA has proposed that the company provide financial assistance to senior executive management in Medistim ASA, in the form of a loan of up to NOK 10,000,000 in connection with the acquisition of shares in the company under the company's long - term incentive agreement for senior executives. The board has issued a separate declaration on the financial assistance in accordance with the Public Limited Liability Companies Act § 8-10 (5) (allmennaksjeloven § 8-10 (5)). The board declares that it is in the company's interest to provide the financial assistance, and that the requirement for prudent equity and liquidity in the Public Limited Liability Companies Act § 3-4 (allmennaksjeloven § 3-4) will be met.

March 31st, 2023

The board of Medistim ASA

Øyvin Brøymer	Torben Jørgensen	Tove Raanes
Chairman	Board Member	Board Member
Siri Fürst	Lars Rønn	Anthea Arff Pettersen
Board Member	Board Member	Board member

Statement from the board on financial assistance

This statement has been submitted by the board of Medistim ASA in accordance with the Public Limited Liability Companies Act § 8-10 (5) (allmennaksjeloven § 8-10 (5))

The background for the proposal for financial assistance

The board has proposed that the company provide financial assistance to senior executives in Medistim ASA, in connection with the acquisition of shares in the company under the company's long-term incentive agreement for senior executives. The board's proposal must be approved by the company's general meeting in accordance with the Public Limited Liability Companies Act § 8-10 (4) (allmennaksjeloven § 8-10 (4)). In this connection, the board shall prepare a report on the financial assistance pursuant to the Public Limited Liability Companies Act § 8-10 (5) (allmennaksjeloven § 8-10 (5)), which is this document.

Terms associated with the implementation of the assistance

The following terms apply to the company's financial assistance:

• Lender: Medistim ASA
• Borrower: Senior executives in Medistim ASA
• Loan limit: NOK 10,000,000
• Maximum loan amount: Upwards limited to 80% of the total purchase price for the shares acquired.
• Collateral: Pledge in the borrowers' holding of shares Medistim ASA
• Interest rate: The standard interest rate for employee loans set by the Norwegian Directorate of Taxes, provided that the senior executive is employed by the company
• Maturity: 3 years after inception

The price to be paid for the shares

Under the company's long-term incentive agreement for senior executive in Medistim ASA can acquire four shares and receive one share for every four shares acquired. This represent a 25% discount and is in accordance with the long-term incentive agreement. For shares acquired with a 25% discount, a three-year vesting period is attached. The Limit under this scheme is a total share value of NOK 12,500,000, where shares of value NOK 10,000,000 is acquired and shares of value NOK 2,500,000 is granted.

The company's interest in providing financial assistance

In the Board's opinion, it is desirable that the company's senior executives own shares in the company, as this provides the employees with financial incentives to (i) maximize shareholder value and (ii) remain in their positions for sufficient time to create a good result for shareholders. In order to further facilitate such share purchases, the board considers it to be in the company's interest to offer senior executives financing assistance for the acquisition of shares under the company's long-term incentive agreement.

The financial supports consequences for the company's equity and liquidity

In the Board's opinion, the financial assistance will not have any significant impact on the company's liquidity and solvency. Medistim will use already acquired shares and therefor there is no cashflow effect. It is considered to be a limited risk for Medistim since the loan is secured against shares.

March 31st 2023 Board of directors in Medistim ASA

Øyvin Brøymer	Torben Jørgensen	Tove Raanes
Chairman	Board Member	Board Member
Siri Fürst	Lars Rønn	Anthea Arff Pettersen
Board Member	Board Member	Board Member