ABG Sundal Collier — AGM Information 2019

Apr 8, 2019

NOTICE OF ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF ABG SUNDAL COLLIER HOLDING ASA

The shareholders of ABG Sundal Collier Holding ASA are hereby given notice of the ordinary general meeting to be held on 30 April 2019 at 11:00 CET at Vika Atrium, Munkedamsveien 45, 0250 OSLO, Norway.

The Board of Directors has proposed the following agenda:

• 1. Opening of the meeting by one Board member and registration of attending shareholders
• 1. Election of chairman of the meeting and at least one person to co-sign the minutes with the chairman
• 1. Approval of the notice of meeting and agenda
• 1. Approval of the annual financial statement and Board of Directors report for 2018
• 1. Payment to shareholders
• 1. Authorisation to the Board of Directors to resolve and declare dividends
• 1. Approval of Auditor's remuneration
• 1. Remuneration for the members of the Board of Directors and the committees
• 1. Board of Directors' Corporate Governance Statement
• 1. Declaration of principles for the Company's remuneration policy for top management
• 1. Election of members to the Nomination Committee
• 1. Election of Board members
• 1. Power of attorney to acquire own shares
• 1. Power of attorney to issue new shares

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The Board of Directors' Report, the Financial Statements and the Auditor's Report for 2018 are published on the Company's web site, www.abgsc.com and can be obtained from the Company.

There are 470,747,095 outstanding shares in the Company, with all shares carrying one vote. At the time of writing, the Company owns 17,898,662 own shares but cannot vote for these shares.

Shareholders who wish to be represented at the annual general meeting by proxy may use the attached proxy form.

Shareholders who own shares in the Company through a nominee/share manager, cf. the Norwegian Public Limited Companies Act section 4-10, must contact the nominee/share manager and request to be directly registered in the Norwegian Central Securities Depository ("VPS") should they wish to attend the annual general meeting using their voting rights.

The Board of Directors' proposal under item 14 above, Power of attorney to issue new shares, includes the right for the Board of Directors to waive the existing shareholders' preferential rights to subscribe for shares in new share issues.

The shareholders who wish to attend the annual general meeting are asked to return the attached notice of attendance to ABG Sundal Collier Holding ASA no later than 16:00 CET on 29 April 2019. Shareholders who have not returned the notice of attendance by this date may be denied admission to the general meeting.

***

Judy Bollinger (sign)

Chairman of the Board of Directors

ATTACHMENT 1: The Board of Directors' proposals to the General Meeting 30 April 2019

The Board of Directors has resolved to make the following proposals to the general meeting.

2. Chairman of the meeting

The Chairman of the Board is absent due to travel and the Annual General Meeting will be chaired by Jan Petter Collier, who is the Deputy Chairman of the Board.

5. Payment to shareholders

The Board proposes that the General Meeting approve a payment of NOK 0.20 per share to shareholders as at 30 April 2019. The payment is classified as a return of paid-in capital.

6. Authorisation to the Board of Directors to resolve and declare dividend

To facilitate for payment of semi-annual dividends, the Board proposes that the General Meeting authorise the Board of Directors to resolve and declare dividends based on the Company's annual financial statements for 2018. The authorisation is valid until the Annual General Meeting in 2020.

8. Remuneration

See Attachment 2 for the recommendations of the Nomination Committee.

9. Board of Directors' Corporate Governance Statement

The Board of Directors makes reference to the section of the Statutory Directors' Report that includes the corporate governance statement. This statement also satisfies the reporting requirements pursuant to section 3-3b of the Norwegian Accounting Act. The Board of Directors proposes that the General Meeting take note of the statement.

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

As a part of the Company's Corporate Governance Standard the Board has approved the guidelines for remuneration of top management. These guidelines have been complied with for all years from 2008, and are also valid for 2019.

The investment banking industry is characterised by strong competition for highly qualified personnel, and a competitive compensation model is of great importance in order to recruit and retain competent management and staff. The remuneration to senior management is based on the same principles for remuneration that apply to all partners of the Group. Compensation to partners and employees consists of a fixed salary and a variable discretionary compensation, the amount of which is dependent on a combination of the Company's results and individual performance. The principles for allocation of the variable compensation are decided by the Board after recommendations from the Compensation Committee. The preliminary variable compensation to each partner and employee is decided by ExCom and finally approved by the CEO. The allocation to individual members of senior management is decided by the CEO after taking advice from the Compensation Committee. The compensation of the CEO is proposed by the Compensation Committee and approved by the Board.

All compensation for senior management is detailed in notes to the financial accounts.

The Board wants to encourage partners to take a long-term ownership in the group through owning shares in the Company. The established system of "partner shares" has proved successful and aligns the longterm interests of shareholders with the interests of the firm's partners. The Compensation Committee must review and approve any allocation criteria for the issuance of new shares to partners of the firm.

11. Election of Nomination Committee

See Attachment 2 for the recommendations of the Nomination Committee.

12. Election of Board

See Attachment 2 for the recommendations of the Nomination Committee.

13. Power of attorney to acquire own shares

The Board of Directors proposes that the General Meeting resolve the following:

"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:

• 1. The authorisation shall be valid until 30 June 2020.
• 1. The highest nominal value of the shares acquired pursuant to the authorisation is NOK 10,827,183, which equals approximately 10% of the Company's expected share capital as of 30 April 2019.
• 1. The Company shall pay a minimum NOK 0.23 and a maximum of NOK 100 for each share.
• 1. 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 2019 and will from that date replace all previous powers of attorney to purchase own shares in the Company."

14. Power of attorney to issue new shares

The Board of Directors considers it to be practicable to be able to issue shares in the Company if the Company should need new capital in the course of its business, if the Company should need capital for investments, and as part of the Company's incentive programmes. The Board of Directors thus proposes that existing shareholders' preferential right to subscribe for shares may be waived. In order to be able to issue shares for the above-mentioned purposes, the Board of Directors proposes that the General Meeting resolve the following:

"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 per 30 April 2019.
• 1. The power of attorney shall be valid until 30 June 2020.
• 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 increases by non-cash payment or a right to charge the Company with special obligations, and mergers.

This power of attorney is valid from 2 May 2019 and will from that date replace all previous powers of attorney to issue new shares."

ATTACHMENT 2: The Nomination Committee's proposals to the General Meeting

Proposal of Board members

According to the articles of association, board members are elected for a period of one year.

The Nomination Committee proposes the following candidates as board members for the period 2019- 2020:

Knut Brundtland	New – proposed as Chairman of the Board
Jan Petter Collier	Re-election
Arild A. Engh	Re-election
Adele Norman Pran	Re-election
Martina Klingvall Holmström	New

Judy Bollinger and Anders Grudén have given notice that they do not wish to be re-elected after 13 and 8 years of service on the Board, respectively.

In connection with the announced change of management in ABGSC, the Nomination Committee has proposed Knut Brundtland as new Chairman of the Board. The proposal is based on Brundtland taking an active role as the Chairman he and will remain a partner in the firm.

The Nomination Committee is of the opinion that the board should represent an important independent, strategic and value-generative element of the total corporate governance structure of ABGSC.

Knut Brundtland owns personally and through associated companies approximately 5 million shares in ABGSC, and this year has purchased an additional 5 million shares. He will also purchase up to 5 million shares in ABGSC over the next two years so his economic interests will be the same as other shareholders.

The Nomination Committee wishes to maintain representation from Sweden on the Board in light of ABGSC's increasing activity in Sweden. The Nomination Committee also finds it important to strengthen the Board's competence related to the increasing digitalisation in the firm's business areas and how this could challenge the firm's existing business model.

The Nomination Committee therefore proposes Martina Klingvall Holmstrøm as a new member of the Board. She is the founder and CEO of Telness AB, a Swedish company in the mobile phone sector with a focus on the corporate market. Over 2011-2016, she held different roles in the Telenor Group, lastly as Head of Internal Sales SME in Telenor Sweden AB.

Proposal of remuneration to the Board

The Annual General Meeting last year adopted a change in the principles for approval and payment of the remuneration so that the remuneration is determined for the following mandate period until the next Annual General Meeting. The Board members will know what their remuneration is for the period for which they are elected.

In addition, it was decided that the Board be given flexibility to determine the date of payment of the approved remuneration according to what is considered practical.

Last year, an increase in the remuneration to the Board was approved for the mandate period 2018-2019. The Nomination Committee will therefore not propose a general increase in the remuneration to the Board.

However, it is proposed that the remuneration to Knut Brundtland be on the same level as the base remuneration of ABGSC partners.

The Nomination Committee recommends the following remuneration for the upcoming period 2019-2020:

Remuneration to the Board:	2019-2020	(2018-2019)
Chairman of the Board	NOK 700,000	(NOK 450,000)
Board members	NOK 270,000	(NOK 270,000)
Remuneration to the committees:
Chairman of the Audit Committee	NOK 90,000	(NOK 90,000)
Audit Committee members	NOK 70,000	(NOK 70,000)

Chairman of the Compensation Committee	NOK 25,000	(NOK 25,000)
Compensation Committee members	NOK 20,000	(NOK 20,000)

Proposal of members of the Nomination Committee

Members of the Nomination Committee are also elected yearly. The following members are proposed for election:

Stein Aukner	Re-election
Roy Myklebust	Re-election
Jan Petter Collier	Re-election

Remuneration to the Nomination Committee: 2019-2020		(2018-2019)
Chairman of the Nomination Committee	NOK 40,000	(NOK 40,000)
Nomination Committee members	NOK 20,000	(NOK 20,000)

ATTACHMENT 3: Notice of attendance

If you wish to attend the Ordinary General Meeting, please sign this notice of participation and return to:

ABG Sundal Collier Holding ASA,

Postboks 1444 Vika, 0115 OSLO

e-mail: firmapost@abgsc.no

The notice of attendance must be received by ABG Sundal Collier Holding ASA no later than 16:00 CET on 29 April 2019.

Notice of attendance

I hereby give notice of my attendance at the ABG Sundal Collier Holding ASA Ordinary General Meeting of Shareholders to be held on 30 April 2019:

_____________________________ as the owner of ___________ shares

(Name in capital letters) (number of)

______________________________

Place:

Date:

Signature

ATTACHMENT 4: Proxy form

If you wish to be represented by a proxy, please sign this proxy form and return to:

ABG Sundal Collier Holding ASA, Postboks 1444 Vika, 0115 OSLO

e-mail: firmapost@abgsc.no

This form must be received by ABG Sundal Collier Holding ASA no later than 16:00 CET on 29 April 2019.

Proxy form

The undersigned is the owner of ____________________ shares (the "Shares") in ABG Sundal Collier Holding ASA.

The undersigned hereby gives *______________________________ proxy to represent and vote on my behalf at the ABG Sundal Collier Holding ASA Ordinary General Meeting of Shareholders to be held on 30 April 2019.

If the undersigned shareholder so desires, and the Chairman of the Annual General Meeting has been appointed as proxy, the voting instruction below can be used and the Chairman will vote on your behalf in accordance with the instructions.

Resolution	Vote for	Vote	Do not
		against	vote
2. Election of chairman of the meeting and at least one person to co
sign the minutes with the chairman
3. Approval of the notice of meeting and agenda
4. Approval of the annual financial statement and the Board of Directors report for 2018
5. Payment to shareholders
The Board proposes that the Ordinary General Meeting approve a
payment to shareholders of NOK 0.20 per share to shareholders as at
30 April 2019. The payment is classified as a return of paid-in capital.
6. Authorisation to the Board of Directors to resolve and declare dividends
7. Approval of Auditor's remuneration
8. Remuneration for the members of the Board of Directors and the
committees
9. Board of Directors' Corporate Governance Statement (no voting)
10. Declaration of principles for the Company's remuneration policy for
top management.
11. Election of members to the Nomination Committee
Re-election of Stein Aukner as chairman of the committee
Re-election of Roy Myklebust as member of the committee
Re-election of Jan Petter Collier as member of the committee
12. Election of Board members
Election of Knut Brundtland as Chairman of the Board
Re-election of Jan Petter Collier as Deputy Chairman of the Board
Re-election of Arild A. Engh as member of the Board
Re-election of Adele Norman Pran as member of the Board
Election of Martina Klingvall Holmström as member of the Board
13. Power of attorney to purchase own shares
14. Power of attorney to issue new shares

Place:

Date:

Name in capital letters: _________________________________________

_________________________________________________

Signature

* If no indication is given, the proxy will be considered granted to the Chairman of the Annual General Meeting