Medistim — Proxy Solicitation & Information Statement 2010

Apr 7, 2010

M

MediStim

To the shareholders in MediStim ASA

NOTICE OF ORDINARY GENERAL MEETIG

MediStim ASA will hold 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.

The agenda for the meeting is as follows:

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.
3. Approval of annual report for 2009.
4. Approval of the profit and loss and balance sheet for 2009.
5. Approval of the distribution of the profit for the year of TNOK 24,277. The Board of Director's suggests a dividend of NOK 0.90 per share, total TNOK 16,504 corrected for own shares, and that the remaining TNOK 7,773 is distributed to other equity.
6. Approval of TNOK 450 as fee to the Board of Director's for 2009.
7. The Board of Director's declaration on salary and other remuneration to the management. The Board of Director's declaration is included in the holding company annual report for 2009 at page 5.
8. Approval of fee to the auditor for 2009. Fee to the auditor was in total TNOK 643 where TNOK 514 was for the audit and TNOK 129 was for other services.
9. Election of board members. Three of the board members are on election. Christian Fekete does not take a new term. It is suggested from the nomination committee that board member Kari Mette Pah and Lise Sofie Haug Nissen-Meyer is elected for a new term. Both candidates are willing to take a new term. The nomination committee suggest that Lars Rønn is elected as board member to replace Christian Fekete. Lars Rønn (borne 1964) is Executive Vice President, Sales & Marketing in Ambu AS, a Danish medtech company listed at the Copenhagen Stock Exchange. Before his time in Ambu AS in 2005, Lars Rønn was CEO in Origio AS. He has a long and extensive experience from several positions in Maersk-Medical AS. Lars Rønn is educated BSc in Businness, Language & Culture and has a Graduate Diploma i Int. Trade from CBS (Copenhagen Business School). He also has a Management Programmes from INSEAD. Lars Rønn is board member in Advalight AS.
10. Compensation to the nomination committee. The board suggests that the chairman of the nomination committee is compensated with TNOK 15.
11. Amortisation of own shares. MediStim ASA owns 523,989 own shares and the Board of Directors suggest for the general assembly that these shares are amortised. 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. The Board of Directors suggest to the general assembly that the articles of association § 1 changes 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. The Board of Directors suggest an 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

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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.

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.

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 director’s prefer to have the authorisation 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 fusion. 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:

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 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 18. March 2010

Board of Director’s in MediStim ASA

Contact: CEO Kari Eian Krogstad/CFO Thomas Jakobsen
Phone: 23059660
Fax: 23059661
Email: ir@medistim.com

Attachments:
1. Attendance form
2. Form of proxy
3. Annual report for MediStim ASA for 2009

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Attendance form general meeting in MediStim ASA

The undersigned will attend the general meeting in MediStim ASA the 29th of April 2010 at starting at 09.00

Shareholders name

Number of shares

Place

Date

Shareholders signature

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Power of attorney

The undersigned, ____, that owns
____ shares in MediStim ASA herby give _______
power of attorney to attend and vote for my shares at the general meeting in
MediStim ASA the 29th of April 2010.

Place ____
Date ____

Shareholders signature ____
Shareholders name in block letters ____

(Companies must attach a copy of company registration of newer date to prove correct signature.)