Nordic Financials ASA — AGM Information 2016

Nov 8, 2016

NOTICE OF EXTRAORDINARY GENERAL MEETING

The shareholders of Aega ASA are hereby given notice of the extraordinary general meeting to be held on 29 November 2016 at 09.30 Oslo time, at Munkedamsveien 35 (1st floor) in Oslo.

The Board of Directors has proposed the following agenda:

• 1. Opening of the meeting by the chairman of the Board and registration of attending shareholders
• 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. Election of members to the Board of Directors
• 5. Power of attorney to issue new shares

The nomination committee's proposals will be published on the company's web site, www.aega.no and can be obtained from the company.

There are 35 890 957 outstanding shares in the Company, all shares have one vote. At the time being the Company owns nil own 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 shareholders who wish to attend the annual general meeting are asked to return the attached notice of attendance to Aega ASA no later than 16:00 Oslo time on 25 November 2016. Shareholders who have not returned the notice of attendance by this date may be denied admission to the general meeting.

*** Oslo, 7 November 2016 Knut Øversjøen Chairman of the Board of Directors

Attachment 1: The Board of Directors' proposal to the general meeting at 29 November 2016.

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

2. Chairman of the meeting

The Board proposes that Knut Øversjøen is elected chair of the meeting.

4. Election of members to the Board of Directors

The nomination committee's proposals will be published on the company's web site www.aega.no.

5. Power of attorney to issue 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, and in order to finance new investments and other growth opportunities.

To provide the Board of Directors with the ability to issue shares in a time- and cost efficient manner, 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 resolves 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:

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

Extraordinary general meeting of the shareholders of Aega ASA 29 November 2016 at 09.30.

Attachment 2: Notice of attendance

If you wish to attend the extraordinary general meeting, please sign and return this notice of participation to:

Aega ASA Munkedamsveien 35 0250 Oslo Email: vegard@aega.no

The notice to attend must be received by Aega ASA no later than 16:00 CET on 25 November 2016.

Notice of attendance

I hereby give notice of my attendance at the Aega ASA extraordinary general meeting of shareholders to be held on 29 November 2016:

	______as the owner of ____ shares
(Name in capital letters)	(number of)

Place: Date:

_____________________________________________ Signature

Attachment 3: Proxy form

If you wish to be represented by a proxy, please sign and return this proxy to: Aega ASA Munkedamsveien 35 0250 Oslo Email: vegard@aega.no The proxy must be received by Aega ASA no later than 16:00 CET on 25 November 2016.

Proxy form

The undersigned is the owner of ____________ shares (the "Shares") in Aega ASA. The undersigned hereby gives * __________________________ proxy to represent and vote on my behalf at the Aega ASA extraordinary general meeting of shareholders to be held on 29 November 2016.

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

	Resolution	Vote	Vote	Do
		for	against	not
				vote
2	Election of chairman of the meeting and at least one to co-sign
	the minutes with the chairman
3	Approval of the notice of meeting and agenda
4	Election of Board members
5	Power of attorney to issue new shares

* If left open, the proxy will be considered granted to the Chairman of Board.