ABG Sundal Collier — AGM Information 2017

Apr 26, 2017

MINUTES FROM ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF ABG SUNDAL COLLIER HOLDING ASA

In consideration of the number of foreign shareholders of the Company, these minutes have been prepared in both Norwegian and English. In case of variation in the content of the two versions, the Norwegian version shall prevail.

The annual general meeting for 2016 was held at the company's premises at Vika Atrium in Oslo on 26 April 2017 at 10:00 hours.

1. Opening of the meeting by one Board member and registration of attending shareholders

The Deputy Chairman of the Board. Mr Jan Petter Collier opened the meeting.

Present at the meeting were the shareholders listed in Schedule 1 to these minutes, which details shareholders present in person and those represented by proxy. The proxies are held by the company.

Altogether 138,127,074 shares were represented, constituting 30,43% of the total share capital as is indicated in Schedule 1.

2. Election of the chairman of the meeting and at least one person to co-sign the minutes with the chairman

Jan Petter Collier was elected to chair the meeting and Per-Ove Breivold was elected to co-sign the minutes.

The general meeting approved the resolution with all shares in favour.

3. Approval of the notice of meeting and agenda

The notice of the meeting and the agenda for the meeting were approved.

The general meeting approved the resolution with all shares in favour.

4. Approval of the annual financial statement and Board of Directors Report for 2016

The chairman of the meeting presented the 2016 annual financial statements and the Board of Directors Report. The Board of Directors has proposed a dividend payment of NOK 0.50 per share to shareholders as at 26 April 2017. Based upon the Board of Directors' proposal the general meeting resolved to approve the 2016 annual financial statements and the Board of Directors Report, including NOK 235m to be paid as dividend to the shareholders, while NOK 23m will be transferred to other equity.

The general meeting approved the resolution with all shares in favour.

5. Payment to shareholders

The general meeting approved a dividend payment of NOK 0.50 per share to shareholders as at 26 April $2017.$

The general meeting approved the resolution with all shares in favour.

6. Approval of Auditor's remuneration

The general meeting approved the remuneration of the auditors in accordance with invoice.

The general meeting approved the resolution with all shares in favour.

7. Remuneration for the members of the Board of Directors, the Audit Committee and the Nomination Committee

Based on the Nomination Committees' proposal, the general meeting approved the following resolution:

"The remuneration to the external members of the Board of Directors shall be NOK 200,000, NOK 0 to the internal members and NOK 375.000 for the Chairman. Members of the Audit Committee should receive a remuneration of NOK 50,000 and the chairman NOK 75,000.

Compensation to the chairman of the Nomination Committee shall be NOK 25,000 whereas the other members are compensated with NOK 10.000. "

The general meeting approved the resolution with all shares in favour.

The Nomination Committee intend to propose an increase in the remuneration on the next general meeting.

8. Board of Directors' Corporate Governance Statement

The general meeting took note of the statement.

The general meeting approved the resolution with all shares in favour.

9. Declaration of principles for the Company's remuneration policy towards top management

Based on the recommendation of the Board of Directors the general meeting advised the Board of Directors to apply the current principles for the Company's remuneration towards top management going forward.

The general meeting approved the resolution with 136,116,847 votes in favour and 2,010,227 votes against.

10. Election of members to the Nomination Committee

Based on the Nomination Committee's proposal, the general meeting re-elected Stein Aukner. Anders Grudén and Rov Mvklebust for a period of one year. The committee consists of Stein Aukner as chairman and Anders Gruden and Rov Myklebust as members.

The general meeting approved the resolution with all shares in favour.

11. Election of board members

Based on the Nomination Committee's proposal, the general meeting re-elected Judy Bollinger, Jan Petter Collier and Anders Gruden as board members for a period of one year. The general meeting also elected Arild A. Engh and Adele Bugge Norman Pran as new board members for a period of one year. The Board of Directors will then consist of:

• Judy Bollinger, Chairman (re-elected for one year)
• Jan Petter Collier, Deputy chairman (re-elected for one year) $\overline{a}$
• Anders Grudén (re-elected for one year)
• Arild A. Engh (elected for one year).
• Adele Bugge Norman Pran (elected for one year)

The Board will elect members of committees.

The general meeting approved the resolution with all shares in favour.

12. Power of attorney to purchase own shares

The general meeting approved the following resolution as proposed by the Board:

"The general meeting hereby authorises the Board of Directors to acquire own shares and to acquire charges created by agreement related to its own shares, cf. the Norwegian Public Limited Companies Act sections 9-4 and 9-5.

The following shall apply for both authorisations:

• The authorisations shall be valid until 30 June 2018. $1.$
• The highest nominal value of the shares acquired pursuant to the authorisation is NOK 10,827,183 which $2.$ equals approximately 10% of the company's expected share capital as at 27 April 2017.
• 1. The company shall pay minimum NOK 0.23 and maximum NOK 100 for each share.
• $\overline{4}$ The acquisition, disposal of and acquisition of charges created by agreement may be carried out at the discretion of the Board of Directors, hereunder as part of the company's incentive programme.

This power of attorney is valid from 2 May 2017 and will from that date replace all previous power of attorneys to purchase own shares in the company."

The general meeting approved the resolution with 136,121,733 votes in favour and 2,005,341 votes against.

13. Power of attorney to issue new shares

Based on the Board of Directors' proposal and explanation, the general meeting approved the following resolution:

"The general meeting hereby authorises the Board of Directors to increase the share capital by new subscription for shares, cf. the Norwegian Public Limited Companies Act section 10-14.

The following shall apply for the Board of Directors' authorisation:

• 1. The share capital may in total be increased by up to NOK 21,654,366, which equals approximately 20% of the company's expected share capital as at 27 April 2017.
• 1. The power of attorney shall be valid until 30 June 2018.
• 1. The shareholders' preferential right to subscribe for shares may be waived in accordance with the Norwegian Public Limited Companies Act sections 10-4 and 10-5.
• 1. The power of attorney shall also comprise capital increase by non-cash payment or a right to charge the company with special obligations, and merger.

This power of attorney is valid from 2 May 2017 and will, from that date, replace all previous power of attorneys to issue new shares."

The general meeting approved the resolution with 136,764,734 votes in favour and 1,362,340 votes against.

No further matters were submitted for consideration. The chairman of the meeting thanked the participants for attending, and adjourned the annual general meeting.

etter Collier $.$ lan

26 April 2017

Per-Ove Breivolo