Medistim

AGM Information • May 8, 2025

MINUTES FROM THE GENERAL MEETING IN MEDISTIM ASA

Medistim ASA held its ordinary general meeting Monday the 8th of May 2025 at 10.00. The meeting was held at Medistim office in Økernveien 94. Attachment 1 gives an overview of the shareholders that were represented. 79.83% of the shareholders were represented were 66.32% 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.
• 1. 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. Rigmor Blix and Kari Krogstad was chosen to sign the minutes together with Øyvin Brøymer. Thomas Jakobsen was chosen as secretary for the meeting. All elections were unanimously chosen.
• 1. Approval of annual report for 2024: The General Meeting approved the annual report for 2024.
• 1. Approval of the profit and loss and balance sheet for 2024: The income statement for 2024 and balance sheet for 2024 for the holding company and the group were approved.
• 1. Approval of the distribution of the profit for the year: The General Meeting approved the distribution of the profit for the year after 14,613,266 of 14,639,047 of the votes was in favor of the proposal. The General Meeting decided a dividend of NOK 6.00 per share, total TNOK 109,885 corrected for own shares. Further that the remaining TNOK 6,574 was distributed from other equity to dividend. Total profit allocated was TNOK 103,312.
• 1. The Board of Directors' remuneration policy to management and declaration on salary and other remuneration to the management:

The policy and declaration was described in the attachment to the notice of the General Meeting. The General Meeting took notice of the orientation. Of a total of 14,639,047 votes, 7,666,428 (52.37%) of the votes approved the remuneration policy to management while 6,972,619 (47.63%) of the votes where against. As a conclusion the General Meeting approved the remuneration policy to management. With regard to the declaration on salary and remuneration to management, 13,342,145 (91.14%) of a total of 14,639,047 votes approved the declaration while 1,296,902 (8.86%) were against. As a conclusion the General Meeting approved the declaration on salary and remuneration to management.

1. Approval of fee to the auditor for 2024:

Fee to the auditor was in total TNOK 1,466 where TNOK 1,374 was for the audit and TNOK 92 was for other services. All votes was in favor of the proposal and the General Meeting approved the fees to the auditor.

1. Election of board members:

Three Board Members are on election. This was Chairman Øyvin Brøymer, Board Member Anna Ahlberg and Board Member Ole Dahlberg. and Board Member Anthea Arff-Pettersen. Ole Dahlberg has decided not to take a new term, and the Nomination Committee suggested Rune Halvorsen take his place. Jon H. Hoem was not on election but has decided to leave the position as board member. The Nomination Committee suggested leaving this seat open.

• The Nomination Committee suggested that Øyvin Brøymer is re-elected as Chairman of the Board for a new term of 2 years to the ordinary General Meeting in 2027.
• As replacement for Ole Dahlberg the Nomination Committee suggested that Rune Halvorsen is elected as Board Member for a term of 2 years to the ordinary General Meeting in 2027. Rune Halvorsen has extensive experience from Orkla with a focus on production and supply chain management. He is currently holding the position as Director Operational Improvement, Procurement and IT at Cermaq Norway AS.
• The Nomination Committee suggested further that Anna Ahlberg is re-elected as Board Member for a term of 2 years to the ordinary General Meeting in 2027.

The Nomination Committee suggested that Jon H. Hoem's position in the board is left open.

Of a total of 14,639,047 votes, 11,535,612 (78.80%) of the votes were in favor and 3,103,435 (21.20%) of the votes were against the election of Øyvin Brøymer as Chairman og the Board. As a conclusion the General Meeting approved the election of Øyvin Brøymer as Chairman of the Board until the ordinary General Meeting in 2027.

All votes were in favor of electing Rune Halvorsen as Board Member, and as conclusion the General Meeting approved the election of Rune Halvorsen as Board Member until the ordinary General Meeting in 2027.

Of a total of 14,639,047 votes, 14,637,146 (99.99%) of the votes were in favor and 1,901 (21.20%) of the votes were against the election of Anna Ahlberg as Board Member. As a conclusion the General Meeting approved the election of Anna Ahlberg as Board Member until the ordinary General Meeting in 2027.

9. Fees to the Board of Directors:

The Nomination Committee proposed to the General Meeting that the Chairman receives a fee for 2024 of NOK 517,500. Furthermore, the Nomination Committee proposed that each of the board members for 2024 receive a fee of NOK 300,000 for each member. Total fees to the Board of Directors according to the Nomination Committee's proposal was NOK 2,317,500. All votes were in favor of the proposal. As a conclusion the General Meeting approved the fees to the Board of Directors.

1. Nomination Committee members on election:

The leader of the Nomination Committee, Bjørn Henrik Rasmussen was on election. Bjørn Henrik Rasmussen was willing to take a new term. It was suggested to the General Assembly that Bjørn Henrik Rasmussen was elected as leader of the Nomination Committee for two years until the ordinary General Meeting in 2027. All votes were in favor of electing Bjørn Henrik Rasmussen as leader of the Nomination Committee. As a conclusion the General Meeting approved the election of Bjørn Henrik Rasmussen as leader of the Nomination Committee until ordinary General Meeting in 2027.

1. Fee to the Nomination Committee:

It was suggested to the General Meeting that the leader of the Nomination Committee was compensated with NOK 25,000 and that the members were compensated with NOK 20,000. The total purposed fee to the Nomination Committee was TNOK 65,000. Of a total of 14,639,047 votes, 13,556,434 (92.60%) of the votes approved the fees to the Nomination Committee while 1,082,613 (7.40%) of the votes were against. As a conclusion the General Meeting approved the fees to the Nomination Committee.

1. Remuneration to the Renumeration Committee and Audit Committee: The Remuneration Committee consists of 2 members and it was suggested that the leader of the committee was compensated with NOK 30.000 and the member of the committee compensated with NOK 20.000. The Audit Committee consists of 2 members. It was suggested that the leader was compensated with NOK 55.000 and that member was compensated with NOK 40.000. All votes were in favor of the proposal. Fees to the Renumeration and Audit committee was approved by the General Meeting.

2. Approval of financial assistance to senior executives in connection with purchase of shares in the company under a long-term incentive agreement:

The board proposed that the general meeting approved 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 have 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 had prepared a statement and a declaration regarding the loan limits that were attached to the notice. Of a total of 14,639,047 votes, 12,477,141 (85.23%) of the votes approved the financial assistance to management while 2,161,906 (14.77%) voted against the proposal. As a conclusion the General Meeting approved the financial assistance related to the long-term share-based incentive plan for senior management.

1. Approval of the Board of Directors' suggestion to the General Meeting to renew the Board of Directors' authorization 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 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.

• 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.
• C. The authorization 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 of Directors according to the Public Limited Companies Act § 10-4.
• E. The authorization shall include a decision including a fusion according to Public Limited Companies Act § 13-5.
• F. The authorization is valid until the next ordinary General Meeting.

All votes were in favor of the proposal. The general meeting approved the Board of Director's authorization to increase share capital according to the above terms and conditions.

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

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

• 1. 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 of equal treatment is followed.

Of 14,639,047 votes, 14,253,170 (97.36%) of the votes were in favor of the proposal and 385,877 (2.64%) of the votes were against the proposal. As a conclusion the General Meeting approved the power of attorney to purchase own shares according to above terms and conditions.

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

* * *

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

Oslo 8. May 2025

Øyvin Brøymer Kari Krogstad Rigmor Blix Sign. Sign. Sign.

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