Nordic Financials ASA — AGM Information 2016

Apr 27, 2016

NOTICE OF ORDINARY GENERAL MEETING

The shareholders of Aega ASA are hereby given notice of the ordinary general meeting to be held on 18 May 2016 at 15:00 Oslo time, at Munkedamsveien 35 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. Approval of the annual financial statement and Board of Directors report for 2015
• 5. Payment to shareholders
• 6. Approval of Auditor's remuneration
• 7. Remuneration for the members of the Board of Directors and the nomination committee
• 8. Board of Directors' Corporate Governance Statement
• 9. Declaration of principles for the Company's remuneration policy for executive management
• 10. Election of members to the nomination committee
• 11. Election of members to the Board og Directors
• 12. Transaction with associated party

The Board of Directors' Report, the Financial Statements, the Auditor's Report for 2015 and the nomination committee's proposals are published on the company's web site, www.aega.no and can be obtained from the company.

There are 27 360 295 outstanding shares in the Company, all shares has 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 CET on 13 May 2016. Shareholders who have not returned the notice of attendance by this date may be denied admission to the general meeting.

***

Knut Øversjøen Chairman of the Board of Directors

Notice of ordinary general meeting of the shareholders of Aega ASA 18. mai 2016 at 15:00.

Attachment 1: The Board of Directors' proposal to the general meeting at 18 may 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.

5. Payment to shareholders

In line with Aega ASA's policy of paying quarterly dividends, the Board proposes that the general meeting approves the following dividends based on audited interim accounts dated 1 February 2016 approved by the general meeting of 22 February 2016;

NOK 0,075 per share to be paid 31st May 2016 (last day inclusive 20 May, ex date 23 May) NOK 0,075 per share to be paid 31st August 2016 (last day inclusive 22 Aug, ex date 23 Aug)

7. Remuneration

The nomination committee has proposed the following remuneration to be approved by the general meeting:

Former Board members that left the board in 2015 shall be remunerated according to provisions for unpaid remuneration in the annual accounts for 2015.

The Board for the period 18 Dec 2015 to 18. Jan 2016 shall be remunerated according to the prevailing annual remuneration at that time, as follows;

Ketil Reed Aasgaard (styreleder)	NOK 8493
Grete Sønsteby	NOK 4247
Geir Upsaker	NOK 4247

The current Board are remunerated for the period 18. Jan 2016 to 18 May 2016, as follows

Knut Øversjøen	NOK 82 877
Grete Sønsteby	NOK 66 301
Mikael Schoultz	NOK 66 301
Solveig Fagerheim Bugge *	NOK 47 123
*from 22. februar 2016

For the period from the ordinary general meeting in 2016 to the ordinary general meeting in 2017, ordinary remuneration shall be NOK 250 000 to the chair, and NOK 200 000 for other members of the Board. The remuneration shall be paid quarterly. The board members' extraordinary work for the company are to be remunerated based on time spent in addition to the time covered by the ordinary remuneration.

The nomination committee in effect in 2015, shall be remunerated as follows Alexander Sandberg Lund NOK 5 000 Knut Haukvik NOK 3 000 Rasmus Langaard NOK 3 000

8. 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.

Notice of ordinary general meeting of the shareholders of Aega ASA 18. mai 2016 at 15:00.

9. Declaration of principles for the company's remuneration policy for executive management

The Board of Directors has pursuant to Section 6-16a of the Norwegian Public Limited Companies Act prepared the following statement regarding the determination of salary and other remuneration to the executive management of Aega ASA. The statement is hereby submitted to the company's annual general meeting to be held on 18th May 2016 for approval in accordance with Section 5-6 (3) of the Norwegian Public Limited Companies Act.

Aega ASA has no employees. The executive management of the company is outsourced to Vaagen Corporate Finance AS, a company that has management for hire assignments as its main activity. The assignment is governed by an engagement letter and the remuneration is based on an agreed hourly fee which is considered suitable for the services provided. The company's CEO is an employee of Vaagen Corporate Finance AS.

The company has outsourced the CFO functions and accounting services to Axera Business Management AS, an external accounting firm specializing in accounting for investment companies. The assignment is governed by an engagement letter and the remuneration is based on an agreed hourly fee which is considered suitable for the services provided.

Vaagen Corporate Finance AS and Axera Business management AS are not entitled to any other forms of remuneration or any additional remuneration and the company does not have any sharebased incentive schemes.

An overview of remuneration paid in 2015 is given in note 16 to the annual financial statements for 2015.

10. Election of members to the nomination committee

The nomination committee has proposed that the current nomination committee are re-elected as follows;

	Term
Ketil Reed Aasgaard (chair)	OGM 2019
Steinar Fretheim	OGM 2018
Lars-Gøran Dysterud Hansen	OGM 2017

11. Election of members to the Board of Directors

The current Board consists of Knut Øversjøen (chair), Grete Sønsteby, Mikael Schoultz, and Solveig Fagerheim Bugge. The nomination committee has proposed that the current Board of Directors are re-elected for two years.

12. Transaction with associated party – approval of management agreement

The company has a management agreement with Aega Solar AS that covers operations of the solar park portfolio, sourcing of new investments, due diligence and other services related to the solar plant business. Aega Solar AS is also a shareholder and the management agreement must therefore be approved by the general meeting.

The Board of Directors are of the opinion that the agreement is based on market terms, and that the remuneration are consistent with the services to be provided pursuant to the agreement.

An independent auditor, Berge & Lundal Revisjonsselskap AS, has provided a declaration supporting this view. Both the declaration and the management agreement are published on the company's website www.aega.no.

Notice of ordinary general meeting of the shareholders of Aega ASA 18. mai 2016 at 15:00.

Attachment 2: Notice of attendance

_____________________________________________

If you wish to attend the ordinary 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 13 May 2016.

Notice of attendance

I hereby give notice of my attendance at the Aega ASA ordinary general meeting of shareholders to be held on 18 May 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 13 May 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 ordinary general meeting of shareholders to be held on 18 May 2016. If the undersigned so desires and the Chairman of the general meeting 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	Approval of the annual financial statement and the Board of
	Directors report for 2015
5	Payment to shareholders.
	Approve proposed dividends for the coming two quarters.
6	Approval of Auditor's remuneration
7	Remuneration for the members of the Board of Directors and
	the nomination committee
8	Board of Directors Corporate Governance Statement
9	Declaration of principles for the company's remuneration policy
	for executive management
10	Election of members to the nomination committee.
	Re-elect the current nomination committee.
11	Election of Board members. Re-elect the current Board.
12	Transaction with associated party.
	Approval of the management agreement with Aega Solar ASA.

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