Thor Medical : Notice of GM 2024 English

To the shareholders of Thor Medical ASA

NOTICE OF ANNUAL GENERAL MEETING OF THOR MEDICAL ASA

Notice is hereby served that the annual general meeting of Thor Medical ASA, (the "Company") will be held on 11 April 2024 at 14:00 hours (CEST) at Advokatfirmaet Selmer, Ruseløkkveien 14, 0251 Oslo.

The general meeting will be opened by the chairman of the Board of Directors, Ludvik Sandnes, or a person appointed by the Board of Directors cf. Section 5-12 of the Norwegian Public Limited Liability Companies Act.

The following matters are on the agenda:

1.	Election of a chairperson for the meeting and a	8.	Approval of remuneration guidelines for senior
	person to co-sign the minutes		executives
2.	Approval of the notice and the agenda	9.	Authorisation to the Board to increase the
3.	Approval of the annual accounts and the		share capital in connection with the Company's
	incentive program
	directors' annual report for Thor Medical ASA
	and the group for the financial year 2023,	10.	Authorisation to the Board to increase the
	including allocation of the result of the year, as		share capital in connection with the exercise of
	well as consideration of the statement on		RSUs
	corporate governance	11.	Authorisation to the Board to increase the
4.	Advisory vote on the Company's remuneration		share capital by up to 20% for other specified
	report for 2023		purposes
5.	Approval of the auditor's fee	12.	Election of members of the Nomination
6.	Determination of remuneration for the		Committee
	members of the Board	13.	Amendment of the Articles of Association
7.	Determination of remuneration for the
	members of the Nomination Committee		***

Thor Medical ASA is a public limited company subject to the rules of the Norwegian Public Limited Companies Act. As of the date of this notice, the Company has issued 233 539 006 shares, each of which represents one vote. The Company does not hold any own shares.

Pursuant to Section 7 of the Company's Articles of Association, the Board has decided that shareholders wishing to attend the General Meeting (in person or by proxy) must give notice to the Company of this by sending the enclosed registration form (which is also available on the Company's website as set out below) to the Company, c/o the Company's security account manager, Nordea Bank Abp, Norwegian branch, Issuer Services, by letter to the following address: Nordea Bank Abp, Norwegian branch, Issuer Services, P.O. Box 1166 Sentrum, N-0107 Oslo, Norway, or e-mail to: [e-mail]. The notice of attendance must have been received no later than 9 April 2024 at 23:59 hours (CEST), corresponding to the deadline set out in the Norwegian Public Limited Companies Act section 5-3.

Shareholders may participate at the general meeting electronically. The Company still encourages shareholders to vote in advance or submit proxies with voting instructions in advance of the general meeting, as further described below. Shareholders who wish to participate electronically must notify the Company of this by e-mail to [e-mail] later than 9 April 2024 at 23:59 hours (CEST). Practical information for such participation will be provided to those it concerns before the general meeting.

Shareholders that are prevented from attending may be represented by proxy. The proxy form, including detailed instructions for the use of the form, is enclosed to this notice and is available on the Company's website as set out below. If desirable, proxy may be given to the Chairman of the Board, Ludvik Sandnes. Completed proxy forms may either be submitted at the general meeting or sent to the Company's security account manager, Nordea Bank Abp, Norwegian branch, Issuer Services within 9 April 2024 at 23:59 hours (CEST) by letter to the

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following address: Nordea Bank Abp, Norwegian branch, Issuer Services, P.O. Box 1166 Sentrum, N-0107

Oslo, Norway, or e-mail:[e-mail].

A shareholder who cannot attend the general meeting may in advance cast a vote on each agenda item viawww.thormedical.noand VPS Investor Services. The deadline for prior voting is 9 April 2024 at 23:59 hours (CEST). Until the deadline, votes already cast may be changed or withdrawn. Votes already cast prior to the general meeting will be considered withdrawn if the shareholder attends the general meeting in person or by proxy.

Only those who are shareholders in the Company five business days prior to the general meeting, i.e. on 4 April 2024 (the "Record Date"), are entitled to attend and vote at the general meeting, cf. Section 5-2 of the Norwegian Public Limited Companies Act. A shareholder who wishes to attend and vote at the general meeting must be registered in the shareholder register (VPS) at the Record Date or have reported and documented an acquisition as per the Record Date. Shares that are acquired after the Record Date do not entitle the holder to attend and vote at the general meeting.

According to the Norwegian Public Limited Liability Companies Act Section 1-7 as well as regulations on intermediaries covered by the Central Securities Act Section 4-5 and related implementing regulations, notice to shareholders who hold their shares on a nominee account is sent to the relevant nominees who pass on the notice to the shareholders for whom they hold shares. Shareholders must communicate with their nominees, who is responsible for conveying votes and enrolment. Nominees must according to Section 5-3 of the Norwegian Public Limited Liability Companies Act register this with the Company no later than 2 business days before the general meeting.

A shareholder may make proposals for resolutions with respect to matters on the agenda and may require that members of the Board and the CEO at the general meeting provide available information about matters which may affect the assessment of (i) the approval of the annual accounts and the Board's annual report, (ii) matters that are presented to the shareholders for decision and (iii) the Company's financial situation, including operations in other companies the Company participates in, and other matters to be discussed at the general meeting, unless the requested information cannot be disclosed without causing disproportionate damage to the Company.

This notice, other documents regarding matters to be discussed in the general meeting, including the documents to which this notice refers, as well as the Company's Articles of Association, are available on the Company's website www.thormedical.no.Shareholders may contact the Company by mail, e-mail or telephone in order to request the documents in question on paper. Address: Thor Medical ASA, Karenslyst allé 9, 0278 Oslo, Norway, e-mail:[e-mail],telephone: [phone].

The following documents will be made available at www.thormedical.no:

• This notice and the enclosed form for notice of attendance/proxy
• The Board of Directors' proposed resolutions for the items listed on the agenda
• The recommendation of the Nomination Committee
• The annual accounts and annual report for the financial year 2023
• The Board of Directors' Corporate Governance Report for 2023
• The remuneration report for 2023
• Guidelines for remuneration of senior executives
• Updated Articles of Association

Oslo, 21 March 2024

On behalf of the Board of Directors of Thor Medical ASA

Ludvik Sandnes

Chairman

Appendices:

• Form of registration
• Form of proxy

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THOR MEDICAL ASA

NOTICE OF ATTENDANCE

ANNUAL GENERAL MEETING 11 APRIL 2024

Shareholders who wish to attend the Annual General Meeting to be held on 11 April 2024 are requested to fill in and return this notice of attendance to: Nordea Bank Abp, Norwegian branch, Issuer Services, P.O. Box 1166 Sentrum, N-0107 Oslo, Norway or E-mail:[e-mail].

Attendance may also be registered electronically through VPS Investor Services.

Notification of attendance must be received by Nordea no later than 9 April 2024 at 23:59 hours (CEST).

The undersigned wishes to attend the Annual General Meeting on 11 April 2024 at 14:00 hours (CEST).

Name of shareholder:

Representative for a shareholder (if a corporation):

Date

Place

Shareholder's signature

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

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THOR MEDICAL ASA

POWER OF ATTORNEY

ANNUAL GENERAL MEETING 11 APRIL 2024

Shareholders who do not return the form "NOTICE OF ATTENDANCE - ANNUAL GENERAL MEETING 11 APRIL 2024" (see the previous page), and therefore wishes to authorise another person to act on his or her behalf at the Annual General Meeting on 11 April 2024 must complete this power of attorney form and return it to: Nordea Bank Abp, Norwegian branch, Issuer Services, P.O. Box 1166 Sentrum, N-0107 Oslo, Norway, or E-mail:[e-mail].

Powers of attorney may also be registered electronically through VPS Investor Services.

The power of attorney must be received by Nordea no later than 9 April 2024 at 23:59 hours (CEST).

The undersigned hereby grants (please tick):

The Chairman of the Board, Ludvik Sandnes, or the person he appoints, or

____________________________________

Name of attorney (please use capital letters)

power of attorney to attend and vote for my/our shares at the Annual General Meeting of Thor Medical ASA to be held on 11 April 2024 at 14:00 hours (CEST). If the power of attorney form is submitted without stating the name of the attorney, the power of attorney will be deemed to have been given to the Chairman of the Board Ludvik Sandnes or the person he appoints. Neither the Company nor the Chairman of the Board (and whoever the Chairman of the Board appoints) can be held responsible for any loss resulting from the proxy form not being received by the proxy in time. The Company and the Chairman of the Board (and whoever the Chairman of the Board appoints) are not responsible for ensuring that votes will be cast in accordance with the proxy form and have no responsibility in connection with cast of votes pursuant to the proxy form.

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. If the voting instruction is unclear, the holder will exercise his power of attorney based on a for the holder reasonable assessment of the instruction. If such assessment is not possible, the holder may abstain from voting.

Item:	In favour	Against	Abstain	At the
						attorney's
						discretion
1.	Election of the chairman for the meeting
1.Election of one person to co-sign the minutes
2.	Approval of the notice and the agenda of the meeting
3.	Approval of the annual accounts and the directors report
4.	Advisory vote on the Company's remuneration report for 2023
5.	Approval of the auditor's fee
6.	Determination of remuneration to the members of the Board, in accordance with the Nomination
	Committee's proposal
7. Determination of remuneration to the members of the Nomination Committee, in accordance with
	the Nomination Committee's proposal
8.	Approval of guidelines for remuneration of senior executives
9.	Authorisation to the Board to increase the share capital in connection with the Company's
	incentive program
10.	Authorisation to the Board to increase the share capital in connection with the exercise of RSUs
11.	Authorisation to the Board to increase the share capital by 20% for other specified purposes
12.	Re-election of Didrik Leikvang as member and chairman of the Nomination Committee
12.	Re-election of Jørn Aage Johansen as a member of the Nomination Committee
12.	Re-election of Jon Magne Asmyr as a member of the Nomination Committee
13.	Amendment of the Articles of Association

Name of shareholder:

Representative for a shareholder (if a corporation):

Date

Place

Shareholder's signature

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.

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