AGM Information • Apr 6, 2022
AGM Information
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The General Meeting of Storebrand ASA adopted the following resolutions at the meeting of 6 April 2022:
The financial statements of the parent company, consolidated financial statements and Report of the Board of Directors for 2021, including the proposed allocation of the profit of Storebrand ASA for the year, as presented by the Board of Directors, shall be adopted as Storebrand ASA's parent company financial statements, consolidated financial statements and Report of the Board of Directors for 2021.
A dividend of NOK 3.50 per share, excluding the Company's treasury shares, will be distributed for 2021. The ex-dividend date is 7 April 2022.
The General Meeting reviewed the Board of Directors' Corporate Governance Statement.
The report was taken into consideration by the General Meeting.
a) Board of Directors' Guidelines on the Fixing of Salaries and Other Remuneration to Executive Personnel
The General Meeting approved the Board of Directors' Guidelines on the Fixing of Salaries and Other Remuneration to Executive Personnel, cf. Section 6-16 a of the Norwegian Public Limited Liability Companies Act.
The General Meeting agreed, by way of an advisory vote, to adopt the Board of Directors' Report on Salaries and Other Remuneration to Executive Personnel, cf. Section 6-16 b of the Norwegian Public Limited Liability Companies Act.
Pursuant to Section 9-4 of the Norwegian Public Limited Liability Companies Act, the General Meeting of Storebrand ASA grants the Board of Directors authorisation to allow the Company to buy shares in Storebrand ASA in the market for a total nominal value not exceeding NOK 235,987,445, corresponding to 47,197,489 shares, each with a nominal value of NOK 5, but with the restriction that the total holdings of treasury shares shall not exceed ten (10) per cent of the share capital at any given time.
The maximum and minimum amount that may be paid per share shall be NOK 5 and NOK 150, respectively. Within these limits, the Board of Directors is granted authorisation to itself determine at what price, at what time and in what way the acquisition of shares shall take place, nonetheless such that the general principle of treating all shareholders equally is observed.
Shares that are acquired in accordance with this authorisation may be used as consideration in connection with the acquisition of, including mergers with, other businesses, or for subsequent sale or the write-down of share capital, with the corresponding amendment to Article 3 of the Articles of Association concerning the amount and composition of the share capital. The Board of Directors may also use the authorisation to acquire shares for fulfilment of the share purchase programme and longterm incentive schemes for the Group's employees.
This authorisation is valid until the next Annual General Meeting in the spring of 2023, however, no later than 30 June 2023. This authorisation supersedes the previous authorisation granted by the General Meeting to the Board of Directors for the acquisition of treasury shares that was registered in the Register of Business Enterprises on 12 April 2021.
The General Meeting granted the Chief Executive Officer, or whomever he so authorises, authorisation to register such authorisation with the Register of Business Enterprises.
Pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act, the General Meeting of Storebrand ASA grants the Board of Directors authorisation to increase the Company's share capital by issuing new shares with a maximum nominal value of NOK 235,987,445, corresponding to up to 47,197,489 new shares, each with a nominal value of NOK 5.00.
The Board of Directors will determine the subscription price and other subscription terms for the new share issue(s).
The Board of Directors may decide that the shareholders' preferential rights to subscribe to new shares pursuant to Section 10-4 of the Norwegian Public Limited Liability Companies Act can be waived.
The Board of Directors may decide that share deposits can be made in assets other than cash and/or bind the company to special obligations pursuant to Section 10-2 of the Norwegian Public Limited Liability Companies Act.
This authorisation is also valid with regard to a decision to merge pursuant to Section 13-5 of the Norwegian Public Limited Liability Companies Act.
The Board of Directors may make any amendments to the Articles of Association that are necessitated by the share capital increase.
The Board of Directors may use the authorisation for one or more capital increases within the aforementioned limits.
This authorisation is valid until the next Annual General Meeting in the spring of 2023, however, no later than 30 June 2023, and it supersedes the previous authorisation granted by the General Meeting to the Board of Directors to increase the share capital by issuing new shares that was registered on 12 April 2021 with the Register of Business Enterprises.
The General Meeting grants the Chief Executive Officer, or whomever he so authorises, authorisation to register such authorisation with the Register of Business Enterprises.
Pursuant to Section 11-2 of the Financial Institutions Act, together with Article 12 of the Articles of Association, the General Meeting of Storebrand ASA authorises the Board of Directors to raise subordinated loan capital with a total nominal value of up to NOK 1,000,000,000 (or equivalent amount in another currency), on the terms stipulated by the Board of Directors.
The Board of Directors may use the authorisation to raise one or more loans within the aforementioned limits.
The Board of Directors may, within the aforementioned limits, delegate authorisation to the Company's Chief Executive Officer, or whomever he so authorises.
This authorisation is valid until the next Annual General Meeting in the spring of 2023, however, no later than 30 June 2023.
The General Meeting adopted the amended instructions for the Nomination Committee at Storebrand ASA as enclosed with the notice of the General Meeting. The amended instructions will enter into force immediately.
Didrik Munch, Christel Elise Borge, Karin Bing Orgland, Marianne Bergmann Røren, Karl Sandlund, Martin Skancke and Fredrik Åtting are elected as members of the Board of Directors of Storebrand ASA, all for a term of one (1) year.
Didrik Munch is elected as the Board Chairman for a term of one (1) year.
After the elections, the Board of Directors of Storebrand ASA has the following shareholder-elected members:
| Didrik Munch | Chairman | (re-election) |
|---|---|---|
| Christel Elise Borge | Member | (re-election) |
| Karin Bing Orgland | Member | (re-election) |
| Marianne Bergmann Røren Member | (re-election) | |
| Karl Sandlund | Member | (re-election) |
| Martin Skancke | Member | (re-election) |
| Fredrik Åtting | Member | (re-election) |
Per Otto Dyb, Nils H. Bastiansen, Anders Gaarud, Liv Monica Stubholt and Lars Jansen Viste are elected as members of the Nomination Committee, all for a term of one (1) year.
Per Otto Dyb is elected as Chairman of the Nomination Committee for a term of one (1) year.
After the elections, the Nomination Committee has the following members:
| Per Otto Dyb | Chairman | (re-election) |
|---|---|---|
| Nils H. Bastiansen | Member | (re-election) |
| Anders Gaarud | Member | (re-election) |
| Liv Monica Stubholt | Member | (re-election) |
| Lars Jansen Viste | Member | (new election) |
The General Meeting approved the Nomination Committee's nominations and adopted the following
The annual remuneration for the Board of Directors shall be set at:
| Chairman | NOK 826,000 | |
|---|---|---|
| Member (shareholder-elected) | NOK 423,000 | |
| Member (employee-elected) | NOK 379,000 | |
| Overseas allowance | NOK | 78,000 |
The annual remuneration for the Board's Risk Committee shall be set at:
| Chairman | NOK 172,000 |
|---|---|
| Members | NOK 117,000 |
The annual remuneration for the Board's Audit Committee shall be set at:
| Chairman | NOK 172,000 |
|---|---|
| Members | NOK 117,000 |
The annual remuneration for the Board's Strategy Committee shall be set at:
| Chairman | NOK 12,000 per meeting | |
|---|---|---|
| Member | NOK | 9,000 per meeting |
The annual remuneration for the Board's Compensation Committee shall be set at:
| Chairman | NOK 12,000 per meeting |
|---|---|
| Members | NOK 9,000 per meeting |
The fee(s) for being on one or more of the Board committees is in addition to the directors' fees.
The Nomination Committee's remuneration shall be set at:
| Chairman | NOK 12,000 per meeting |
|---|---|
| Members | NOK 9,000 per meeting |
The fees are gross before tax, and they apply effective 1 May 2022.
At the suggestion of the Nomination Committee, the General Meeting decided to continue the arrangement of requesting that Board Members acquire shares in Storebrand ASA, most recently continued by the General Meeting on 8 April 2021. As such, the General Meeting has requested that the Chairman of the Board of Directors and the other shareholder-elected members of the Board of Directors continue to acquire shares in Storebrand ASA through the market during the period from 6 April 2022 until next year's General Meeting. During this period, the Chairman of the Board of Directors is requested to purchase shares totalling at least NOK 50,000 and other shareholderelected board members are requested to purchase shares for at least NOK 25,000. The request shall remain in effect until the point at which the Chairman of the Board of Directors and the board members own a share portfolio that, based on the market price, has a value equal to their gross annual director's remuneration.
The General Meeting approves the auditor's fee of NOK 1,125,500 including VAT for the work associated with the auditing of Storebrand ASA for 2021.
Lysaker, 6 April 2022
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