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Storebrand ASA

AGM Information Mar 14, 2024

3766_rns_2024-03-14_3de3ff99-4c6b-44a2-83a4-e27ff136fbd9.pdf

AGM Information

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Notice of the annual general meeting

Storebrand ASA

Notice of the annual general meeting of Storebrand ASA

Date: Thursday, 4 April 2024 at 16:30 (CEST)

Place: The meeting will be held digitally via the general meeting portal administered by Euronext Securities Oslo (the "Euronext Securities Portal").

Registration deadline: Tuesday 2 April 2024 at 16:00 (CEST)

The following items are on the agenda:

    1. Opening of the General Meeting by Attorney Hans Cappelen Arnesen, and presentation of the list of shareholders and proxies present
    1. Election of the chairman of the meeting
    1. Approval of the meeting notice and agenda for the meeting
    1. Election of an individual to sign the minutes jointly with the chairman of the meeting
    1. Briefing on the operations and activities
    1. Presentation and approval of the 2023 Annual Report and Financial Statements. The Board of Directors proposes a dividend of NOK 4.10 per share for 2023
    1. Board of Directors' Corporate Governance Statement
    1. Board of Directors' Report on the Fixing of Salaries and Other Remuneration to Executive Personnel
    1. Board of Directors' Guidelines on the Fixing of Salaries and Other Remuneration to Executive Personnel
    1. The Board of Directors' proposal for a reduction in share capital
    1. The Board of Directors' proposals for amendments to the Articles of Association and instructions to the Nomination Committee
    1. Board of Directors' proposed authorisation of the Board of Directors by the General Meeting to:
    2. 12.1 acquire treasury shares
    3. 12.2 increase the Company's share capital by issuing new shares
    4. 12.3 raise subordinated loan capital
    1. Election of directors to the Board of Directors, including election of the Chairman of the Board and Deputy Chairman
    1. Election of members to the Nomination Committee, including election of the Committee Chairman
    1. Remuneration of the Board of Directors, Board committees and the Nomination Committee
    1. Approval of the auditor's remuneration, including the Board of Directors' disclosure on the distribution of remuneration between auditing and other services
    1. Closing of the General Meeting

Pursuant to Section 5-12 of the Norwegian Public Limited Companies Act, the General Meeting is opened by the Chairman of the Board or whomever the Board of Directors has appointed. The Board of Directors has appointed Attorney Hans Cappelen Arnesen from Advokatfirmaet Thommessen AS to open the meeting, and also propose that he be elected as the chairman of meeting.

Meeting

The Annual General Meeting will only be held as a digital meeting in the Euronext Securities Portal. The meeting will be held in Norwegian.

Registration and access to the meeting

Shareholders who wish to participate in the Annual General Meeting must register their attendance and this must have been received by 2 April 2024 at 16:00 (CEST) by using one of the two alternatives listed below:

  • i. Electronically via the link on the Company's website www.storebrand.no/ir or by logging in to VPS Investor Services; or
  • ii. By returning the registration form for participation enclosed with this notice either as a scanned document by e-mail to [email protected] or by ordinary mail to Nordea Bank Abp, branch of Norway, Issuer Services, Postboks 1166 Sentrum, 0107 Oslo.

Shareholders who do not comply with the registration deadline will not be able to participate at the Annual General Meeting.

Participation at the Annual General Meeting will exclusively take place through the Euronext Securities Portal. Access to the Euronext Securities Portal is only provided to shareholders that have registered attendance by the deadline stipulated above.

A condition for participation is that the shareholders have provided their e-mail addresses upon registration. If a shareholder registers participation at the Annual General Meeting electronically via VPS Investor Services, the shareholder must have registered an e-mail address with VPS Investor Services. Registration of e-mail in VPS Investor Services is done by the shareholder itself in the menu choice Investor information/change customer information. Upon registration of participation at the Annual General Meeting, the participant accepts that Verdipapirsentralen ASA will retrieve information about the e-mail address from VPS Investor Services or from the registration form that is sent to Nordea.

Shareholders that have registered to participate in the Annual General Meeting by the deadline and provided an e-mail address will receive a link to the Euronext Securities Portal, access codes (username and password) and user guidance by 4 April 2024 at the latest. See also "Technical information on access to the Euronext Securities Portal" below for further information.

If the shareholder does not have an e-mail address registered with VPS Investor Services or does not provide an e-mail address upon submission of the registration form enclosed with the notice, the shareholder will not be able to participate at the Annual General Meeting.

Participation by proxy and/or other advisers

If a shareholder wishes to attend by proxy, the shareholder must, upon registration, provide the e-mail address of the proxy, whereby a link and a separate login to the Euronext Securities Portal, access codes (username and password) and the user guide for attendance will be sent by e-mail to the proxy.

A shareholder or a proxy may register digital participation at the Annual General Meeting together with an adviser. Confirmation of the adviser's registration, including a link and a separate login to the Euronext Securities Portal, will be sent by e-mail to the adviser. This will only be required if the shareholder and adviser do not participate from the same location.

Please note that registration of attendance for proxies and advisers can only take place by using the registration form included as an annex to the notice (and not via electronic registration in VPS Investor Services). The registration form must include the name and e-mail address of the proxy so that login details can be provided to the proxy, see "Registration and access to the meeting" above. The same applies to advisers who participate from a different location to the shareholder.

Advance vote

There will be the option of casting advance votes. Such advance voting must occur electronically via VPS Investor Services or in writing by filling out the advance voting form enclosed with the notice. The deadline for submitting advance votes is 2 April 2024 at 16:00 (CEST). Until this deadline, votes that have already been cast may be changed or withdrawn. For further information on casting advance votes, reference is made to the advance voting form enclosed with the notice.

Proxies

Shareholders may authorise the Chairman of the Board (or whomever the Chairman authorises) or another person to vote for their shares. The proxy may be granted with or without voting instructions. Proxies may be submitted electronically via VPS Investor Services or by completing and submitting the proxy form enclosed with this notice in accordance with the instructions set out therein. The proxy must be in writing, dated, signed and timely submitted. Proxies granted to the Chairman of the board or CEO must be registered through VPS Investor Services or be received by post/email by 2 April 2024 at 16:00 (CEST) as specified in the enclosed proxy form.

See the annex to the notice for more information concerning the submission of proxies. If you wish to participate in the General Meeting with a proxy that is not the Chairman of the board or CEO, see also the section entitled "Participation by proxy and/or with an adviser" above for further information.

Technical information regarding access to the Euronext Securities Portal

Each shareholder is responsible for ensuring that he or she has a smartphone/tablet/computer with an internet browser and that he or she has a functional internet connection in accordance with the requirements below.

Browser/PC

The Euronext Securities Portal can be accessed through "evergreen browsers" on PC/Mac, smartphone and tablet/iPad. "Evergreen browsers" (for example, Edge, Chrome and Firefox) are browsers which are automatically updated to new versions. Safari is also supported (Safari version 12, 13, 14 and 15), even though it is not an "evergreen browser". Internet Explorer cannot be used.

Apple Products

The Euronext Securities Portal will run on the four latest main versions of the Safari browser on Mac, iPhone and iPad (Safari versions 12, 13, 14 and 15). Shareholders who have older Apple equipment which cannot be updated to a usable Safari version can install and use a Chrome browser.

Internet connection

The quality of the transmission will depend on the shareholders' individual internet providers. Shareholders should, as a minimum, have a 5-10 Mbit/s connection for good transmission.

It is recommended that each shareholder, in due time prior to the start of the Annual General Meeting, tests his or her device and internet connection by logging on to the Euronext Securities Portal. The Euronext Securities Portal will be open for testing from 08:00 CEST on the day of the Annual General Meeting.

Shareholders experiencing any technical problems may contact the Euronext Securities Portal hotline at tel. +45 4358 8894. The hotline is open from 08:00 CEST on the day of the General Meeting and until the General Meeting has been completed.

Questions and voting

After the presentation of the individual agenda items, it will be possible to ask questions and submit comments concerning the proposals through the Euronext Securities Portal with a maximum of 2,400 signs. It is recommended to keep questions and comments brief and concise. The shareholders' written questions/comments to the items on the agenda will be presented in the Annual General Meeting by the Meeting Chairman and will be verbally answered at the meeting if possible, or in writing after the meeting if necessary.

When voting on an agenda item, this will be clearly stated in the Euronext Securities Portal. Shareholders must log into the portal in order to be able to vote. Shareholders who have granted proxies prior to the Annual General Meeting will not be able to vote during the Annual General Meeting.

Since voting and communication at the Annual General Meeting are conducted digitally, delays may occur. In rare cases, these delays may last up to one minute. The chairman of the meeting is aware of this and will conduct the meeting accordingly. The Company does not assume any responsibility for questions from shareholders, proposed amendments or votes cast not being received in time to be taken into consideration under the relevant item on the agenda.

Other information

Storebrand ASA is a listed Norwegian public limited liability company governed by Norwegian law, including the rules of the Norwegian Public Limited Liability Companies Act, Act on Financial Undertakings and Financial Groups and Securities Trading Act. As of the date of this notice, the Company has issued 465,497,866 shares, each with a nominal value of NOK 5. Each share represents one vote. These shares have equal rights in all respects. As of the date of this notice, the Company holds 20,873,472 treasury shares with no voting rights. The number of voting shares is accordingly 444,624,394.

Only those who are shareholders of the Company five business days before the General Meeting, i.e. on 25 March 2024, are entitled to attend and vote at the General Meeting, cf. Section 5-2 of the Norwegian Public Limited Liability Companies Act.

Pursuant to Section 1-8 of the Norwegian Public Limited Liability Companies Act, and the regulations pertaining to intermediaries covered by Section 4-5 of the Act relating to central securities depositories and securities settlement and associated implementing regulations, for shareholders who own nominee-registered shares, notice of the General Meeting is sent to the nominee, who then forwards on the notice to the shareholders. Shareholders must communicate with their nominee, who is responsible for forwarding on registrations, authorisations or voting instructions. Pursuant to Section 5-3 of the Norwegian Public Limited Liability Companies Act, the nominee must report this to the Company no later than two business days prior to the General Meeting, i.e. no later than 2 April 2024.

The shareholders are entitled to submit alternatives to the Board of Directors' proposals under the items that are to be considered by the General Meeting, provided that the alternative proposal is within the scope of the item to be considered.

Documents

This notice of the General Meeting, and the registration, proxy and advance voting forms will be sent to all shareholders registered with the Norwegian Central Securities Depository (VPS) as of 13 March 2024.

In addition, the following documents and information are available on the Company's website at:

  • the notice's annexes and Storebrand ASA's 2023 Annual Report (including the annual financial statements, Report of the Board of Directors, Auditor's Report and Board of Directors' Corporate Governance Statement)
  • further information relating to the shareholders' right to have matters considered at the General Meeting pursuant to Section 5-11 of the Norwegian Public Limited Liability Companies Act, and the right to request available information from the Company's Board of Directors or management pursuant to Section 5-15 of the Norwegian Public Limited Liability Companies Act

Shareholders who wish to receive the Annual Report and Notice of the Annual General Meeting and annexes by mail may contact Storebrand by e-mail at: [email protected], or write alternatively to Storebrand ASA, Postboks 500, 1327 Lysaker.

Lysaker, 12 March 2024 Board of Directors of Storebrand ASA

Didrik Munch Board Chairman

Pin-kode:

Ref-nr.:

The Annual General Meeting of Storebrand ASA will be held on Thursday 4 April 2024 at 16:30 (CEST). The meeting will be held digitally via the general meeting portal administered by Euronext Securities Oslo.

Registration form

Storebrand ASA Annual General Meeting 2024

Registration for the General Meeting can be done by completing and signing this registration form which has to be received by Nordea Bank Abp no later than Tuesday 2 April 2024 at 16:00 (CEST). The registration form can be sent to the e-mail address atnis@nordea.com, or alternatively by post to Nordea Bank Abp, Norway branch, Essendrops gate 7, Postboks 1166 Sentrum, 0107 Oslo. You may also register on the website www.storebrand.no/ir. by the same deadline.

A condition for participation is that the shareholder has provided his/her e-mail address on this registration form. If a shareholder registers to participate at the General Meeting electronically via VPS Investor Services, the shareholder must have registered an e-mail address with VPS Investor Services.

The undersigned will participate at the Annual General Meeting of Storebrand ASA on Thursday 4 April 2024 and (please tick)

vote for my/our shares

vote for shares in accordance with the enclosed proxy(ies)

Name of participant (shareholder and/or proxy) (please use block letters)

E-mail address of the participant (must be completed in order to participate at the General Meeting)

If a shareholder is a company, state the name of the person who will attend on behalf of the company*:

Shareholders who wish to participate at the General Meeting and request separate access for an adviser are asked to tick the box below and state the name and e-mail address of the adviser.

The undersigned will participate at the general meeting with an adviser and a separate login for him/her is requested.

Name and e-mail of the adviser (please use block capitals)

If a shareholder wishes to participate by proxy or with an adviser, when registering the shareholder must provide the e-mail address of the proxy/adviser, whereupon a link and a separate login to the Euronext Securities Portal, access codes (username and password) and the user guide for attendance will be sent by e-mail to the proxy/adviser. Registration of participation by proxy or adviser may only be made by submitting this form (and not by electronic registration in VPS Investor Services).

Ref. no.:

Proxy

Storebrand ASA Annual General Meeting 2024

If you do not attend the Annual General Meeting yourself, you may be represented by proxy. You can then use this proxy form. If you do not enter a name, then the proxy will be given to the Chairman of the Board or the person whom the Chairman of the Board appoints to attend on his behalf. This form must be received by Nordea Bank Abp no later than Tuesday 2 April 2024 at 16:00 (CEST). The form can be sent to the email address at [email protected], or alternatively by post to Nordea Bank Abp, Norway branch, Essendrops gate 7, Postboks 1166 Sentrum, 0107 Oslo.

The undersigned shareholder in Storebrand ASA hereby gives:

Chairman of the Board Didrik Munch
CEO Odd Arild Grefstad
Other:
Name of proxy or no name (blank)

the authority to attend and cast a vote for my/our shares at the Annual General Meeting of Storebrand ASA on Thursday 4 April 2024.

The votes shall be cast in accordance with the instructions stated below. If there are any doubts concerning the interpretation of the instructions, the proxy will assume a reasonable interpretation when casting the vote. In the event of any unclear instructions, the proxy may abstain from voting. Note that if a box has not been ticked off below, then this will be interpreted as an instruction to vote "in favour" of the proposals in the notice. If a proposal is submitted in addition to, or as a replacement for, the proposals in the notice, then the proxy will be entitled to decide on how to vote for these proposals.

Pkt Agenda for the Annual General Meeting 2024 For Against Abstain Proxy
decides
2. Election of the Chairman of the Meeting
Attorney Hans Cappelen Arnesen
3. Approval of the meeting notice and agenda for the meeting
4. Election of an individual designated by those in attendance to sign the minutes jointly with the
Chairman of the Meeting
5. Briefing on the operations and activities
6. Approval of the annual financial statements and report of the Board of Directors, including
allocation of the profit for the year. The Board proposes a dividend of NOK 4.10 per share for 2023.
7. Board of Directors' Corporate Governance Statement
8. Board of Directors' Report on the Fixing of Salaries and Other Remuneration to
Executive Personnel (advisory vote)
9. Board of Directors' Guidelines on the Fixing of Salaries and Other Remuneration to
Executive Personnel
10. The Board of Directors' proposal for a reduction in share capital
11. The Board of Directors' proposal for amendments to the Articles of Association and
instructions to the Nomination Committee
12. Board of Directors' proposed authorisation of the Board of Directors by the General Meeting
12.1 Authorisation for the Company's acquisition of treasury shares
12.2 Authorisation to increase the Company's share capital by issuing new shares
12.3 Authorisation to raise subordinated loan capital
Pkt Agenda for the Annual General Meeting 2024 For Against Abstain Proxy
decides
13. Election of directors to the Board of Directors, including election of the Chairman of the
Board and Deputy Chairman (Nomination Committee's recommendation)
Jarle Roth
Martin Skancke
Christel Elise Borge
Marianne Bergmann Røren
Viveka Ekberg
Benjamin Kristoffer Golding
Jaan Ivar Semlitsch
Election of Chairman of the Board
Jarle Roth
Election of Deputy Chairman
Martin Skancke
14. Election of members to the Nomination Committee (Nomination Committee's recommendation)
Nils Bastiansen
Liv Monica Stubholt
Lars Jansen Viste
Fridtjof Berents
Election of the Nomination Committee Chairman
Nils Bastiansen
15. Remuneration to
15.1 Board of Directors
15.2 Board committees
15.3 Nomination Committee
16. Approval of the auditor's remuneration, including the Board of Directors' disclosure on the
distribution of remuneration between auditing and other services

Shareholder's name and address:

Date: Place: Shareholder's signature:

If the shareholder is a legal entity, please enclose/attach documentation specifying the right to sign.

Advance vote

Storebrand ASA Annual General Meeting 2024

If you cannot attend the Annual General Meeting yourself, you can cast your vote in advance by using this form. This form must be received by Nordea Bank Abp no later than Tuesday 2 April 2024 at 16:00 (CEST). The form can be sent to the e-mail address at nis@nordea.com, or alternatively by post to Nordea Bank Abp, Norway branch, Essendrops gate 7, Postboks 1166 Sentrum, 0107 Oslo.

Until the expiration of the deadline stated above, votes cast in advance can be amended or withdrawn. If it is unclear how the advance vote should be interpreted, then the vote will be rejected. Note that if a vote for or against has not been indicated in the boxes for an item below, then this will be interpreted as abstaining from voting on this specific item.

Please tick the appropriate box to indicate your vote for the following items:

Pkt Agenda for the Annual General Meeting 2024 For Against Abstain
2. Election of the Chairman of the Meeting
Attorney Hans Cappelen Arnesen
3. Approval of the meeting notice and agenda for the meeting
4. Election of an individual designated by those in attendance to sign the minutes jointly with the
Chairman of the Meeting
5. Briefing on the operations and activities
6. Approval of the annual financial statements and report of the Board of Directors, including
allocation of the profit for the year. The Board proposes a dividend of NOK 4.10 per share for 2023.
7. Board of Directors' Corporate Governance Statement
8. Board of Directors' Report on the Fixing of Salaries and Other Remuneration to
Executive Personnel (advisory vote)
9. Board of Directors' Guidelines on the Fixing of Salaries and Other Remuneration to
Executive Personnel
10. The Board of Directors' proposal for a reduction in share capital
11. The Board of Directors' proposal for amendments to the Articles of Association and
instructions to the Nomination Committee
12. Board of Directors' proposed authorisation of the Board of Directors by the General Meeting
12.1 Authorisation for the Company's acquisition of treasury shares
12.2 Authorisation to increase the Company's share capital by issuing new shares
12.3 Authorisation to raise subordinated loan capital
Pkt Agenda for the Annual General Meeting 2024 For Against Abstain
13. Election of directors to the Board of Directors, including election of the Chairman of the
Board and Deputy Chairman (Nomination Committee's recommendation)
Jarle Roth
Martin Skancke
Christel Elise Borge
Marianne Bergmann Røren
Viveka Ekberg
Benjamin Kristoffer Golding
Jaan Ivar Semlitsch
Election of Chairman of the Board
Jarle Roth
Election of Deputy Chairman
Martin Skancke
14. Election of members to the Nomination Committee (Nomination Committee's recommendation)
Nils Bastiansen
Liv Monica Stubholt
Lars Jansen Viste
Fridtjof Berents
Election of the Nomination Committee Chairman
Nils Bastiansen
15. Remuneration to
15.1 Board of Directors
15.2 Board committees
15.3 Nomination Committee
16. Approval of the auditor's remuneration, including the Board of Directors' disclosure on the
distribution of remuneration between auditing and other services

Shareholder's name and address:

Date: Place: Shareholder's signature:

If the shareholder is a legal entity, please enclose/attach documentation specifying the right to sign.

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