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Nordic Financials ASA AGM Information 2016

Nov 29, 2016

3521_iss_2016-11-29_a52a86e6-fe06-4f14-b2ad-cb09ec4697dd.pdf

AGM Information

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Minutes from extraordinary general meeting of the shareholders of Aega ASA 29 Nov 2016.

MINUTES OF EXTRAORDINARY GENERAL MEETING

The extraordinary general meeting was held on 29 November 2016 at 09:30 Oslo time, at the company's premises in Munkedamsveien 35 in Oslo.

Opening of the meeting by the chairman of the Board and registration of attending $\mathbf{1}$ shareholders

The chairman of the Board Knut Øversjøen 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. Altogether, 31 456 113 shares were represented, constituting 87,6% of the total share capital as is indicated in Schedule 1.

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

Knut Øversjøen was elected to chair the meeting and Per Espen Watle was elected to co-sign the minutes. The general meeting approved the resolution with all shares in favour.

Approval of the notice of meeting and agenda 3.

The notice of the meeting and the agenda for the meeting were approved. The general meeting approved the resolution with all shares in favour.

$\mathbf{4}$ Election of members to the Board of Directors

Based on the nomination committee's proposal, the general meeting elected the Board of Directors as follows:

Knut Øversjøen (chair) Solveig Fagerheim Bugge. Geir Upsaker

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

5. Power of attorney to issue new shares

Based on the Board's proposal, the general meeting resolved the following:

The general meeting hereby authorizes 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' authorization:

  • The share capital may in total be increased by up to NOK 17 945 478 which equals $1.$ 50% of the company's share capital per date.
  • $2.$ 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, cf. the Norwegian Public Limited Companies Act section 10-2 and 13-5
  • The shareholders' preferential right to subscribe for shares may be waived in 3. accordance with the Norwegian Public Limited Companies Act sections 10-4 and 10-5.
  • The power of attorney shall be valid for two years from 29 November 2016. $4.$
  • The power of attorney replaces all previous power of attorneys to issue new shares." 5.

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

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

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29 November 2016

Per Espen Watle