AGM Information • Mar 13, 2018
AGM Information
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To the shareholders of Gjensidige Forsikring ASA
at 17.00 on 5 April 2018 at Gjensidige Forsikring ASA's head office, Schweigaards gate 21, 0191 Oslo Registration from 16.30.
The Board proposes that a dividend of NOK 7.10 per share be distributed for the 2017 financial year on the basis of the profit for the year after tax expense. Dividend will be distributed to shareholders who own shares on 5 April 2018, the ex-dividend date is 6 April 2018, the record date will be 9 April 2018 and the dividend will be disbursed on 16 April 2018.
The annual accounts and Board's report for 2017 are available at www.gjensidige.no/reporting
The General Meeting approves the submitted accounts as Gjensidige Forsikring ASA's annual accounts for 2017.
The General Meeting approves the allocation of the parent company's profit before other components of income and expense of NOK 3,760.6 million, as recommended by the Board:
| (NOK millions) | |
|---|---|
| Dividend | 3,550.0 |
| Transferred to undistributable reserves | 85.1 |
| Transferred to other retained earnings | 125.5 |
| Allocated | 3,760.6 |
The General Meeting approves the submitted consolidated financial statements as the Gjensidige Forsikring Group's accounts for 2017.
The General Meeting approves the Board's report for Gjensidige Forsikring ASA for 2017.
The Board's statement on pay and other remuneration of executive personnel pursuant to Section 6-16a of the Public Limited Liability Companies Act is included in Note 8 to the accounts for 2017 and is available at www.gjensidige.no/reporting.
a) The General Meeting takes note of the Board's statement on the stipulation of pay and other remuneration.
b) The General Meeting endorses the Board's guidelines for the stipulation of pay for executive personnel for the coming financial year.
c) The General Meeting approves the Board's proposal for guidelines for the allocation of shares, subscription rights etc. for the coming financial year.
The General Meeting can authorise the Board to distribute dividend. Such authorisation requires that the Company has dividend capacity pursuant to the last approved annual accounts.
Authorising the Board to distribute dividend will give the Company flexibility and will mean that the Company, based on its dividend capacity pursuant to the last approved annual accounts, can distribute additional dividends without having to call an extraordinary general meeting. Dividend relating to the operating profit for the financial year shall still be decided by the General Meeting in connection with the approval of the annual accounts for each year.
Within the limits that follow from the authorisation and the Public Limited Liability Companies Act, the Board will decide whether to make use of the authorisation, whether to use it once or several times, the size of the individual dividend payment etc.
The Board is hereby authorised to make decisions about the distribution of dividend on the basis of the Company's annual accounts for 2017, cf. the Public Limited Liability Companies Act Section 8-2 (2), in line with the adopted capital strategy and dividend policy.
The authorisation is valid until the general meeting in 2019, but no longer than until 30 June 2019.
The Company may only acquire own shares if the General Meeting, by the same majority as is required for amendments to the Articles of Association, has authorised the Board to carry out such acquisitions. Such authorisation enables the Board to exploit the mechanisms provided for by the Public Limited Liability Companies Act, and can be a means of ensuring an optimal capital structure.
Acquired shares may, among other things, be used as consideration shares in connection with the acquisition of businesses or for subsequent sale or cancellation. The authorisation can also be used to fulfil the Group's obligations under the share savings programme and remuneration scheme.
As a consequence of this, the Board requests the General Meeting's authorisation to buy back up to 50,000,000 own shares, corresponding to 10% of the Company's share capital.
It is a precondition for the purchase of own shares that the Gjensidige Foundation's percentage ownership interest in the Company is not changed as a result of the repurchase.
The Board is hereby authorised to acquire Gjensidige shares in the market on behalf of the Company, cf. the Public Limited Liability Companies Act Section 9.4. The authorisation can be used to purchase own shares with a total nominal value of up to NOK 100,000,000, corresponding to 50,000,000 shares with a nominal value of NOK 2.
The minimum and maximum amounts that can be paid per share are NOK 20 and NOK 225, respectively. Within these limits, the Board decides at what price and at what times such acquisition shall take place.
Acquired shares may, among other things, be used as consideration shares in connection with the acquisition of businesses or for subsequent sale or cancellation. The authorisation can also be used to fulfil the Group's obligations under the share savings programme and remuneration scheme.
The Board is free to acquire and sell shares in the manner that the Board finds expedient, such, however, that general principles concerning equal treatment of shareholders are adhered to.
The authorisation is valid until 30 June 2019.
The General Meeting may, by the same majority as is required for amendments to the Articles of Association, authorise the Board to increase the share capital through subscription for new shares.
Such authorisation enables the Board to exploit the mechanisms provided for by the Public Limited Liability Companies Act. The purpose can, among other things, be to increase the Company's financial flexibility in connection with the acquisition of businesses, and to ensure an optimal capital structure.
As a consequence of this, the Board requests the General Meeting's authorisation to increase the Company's share capital by a total nominal amount of up to NOK 100,000,000, corresponding to 10% of the Company's share capital.
It is a precondition for the share capital increase that the Gjensidige Foundation's percentage ownership interest in the Company does not fall below 60% as a result of the share capital increase.
The Board is hereby authorised to increase the Company's share capital by a total nominal amount of up to NOK 100,000,000, corresponding to 50,000,000 shares with a nominal value of NOK 2, cf. the Public Limited Liability Companies Act Section 10-14. The subscription price and other terms and conditions for subscription are stipulated by the Board. A capital increase within these limits can take place through one or more capital increases, as decided by the Board.
The Board may decide that the shareholders' pre-emption right to the new shares can be waived.
The Board may decide that the share capital contribution can be made in the form of assets other than cash.
The Board is hereby authorised to implement the amendments of the Articles of Association that the share capital increase necessitates.
The authorisation does not apply to decisions on mergers pursuant to the Public Limited Liability Companies Act Section 13-5.
New shares are entitled to dividend from the time they are registered in the Register of Business Enterprises.
The authorisation is valid until the general meeting in 2019, but no longer than until 30 June 2019.
According to the Company's Articles of Association, the General Meeting may, by the same majority as required for amendments to the Articles of Association, authorise the Board to make decisions to raise subordinated loan capital and other external financing, and specify more detailed terms in that connection.
The issuing and any buy-back of own securities that form part of the Company's solvency capital are regulated by the Financial Supervisory Authority. Market conditions may mean that the price of the Company's own funds does not adequately reflect the Company's financial situation. In order to be prepared to act quickly within the limits set by the Financial Supervisory Authority, the Board deems it expedient that the authorisation shall also apply to trading in the bonds issued at all times under the Company's subordinated bond issue.
As a consequence of this, the Board requests such authorisation, limited upwards to NOK 2.0 billion.
The Board is hereby authorised to raise subordinated loans and other external financing limited upwards to NOK 2.0 billion, and to trade in the bonds issued at all times under the Company's subordinated bond issue and on the conditions stipulated by the Board.
The authorisation is valid until the general meeting in 2019, but no longer than until 30 June 2019.
In consultation with the Nomination Committee, the Board proposes that the Company reverse last year's amendment of Article 2-5 of the Articles of Association so that board members and the Chair of the Board are elected for one year at a time instead of two. The regulatory amendment that imposed restrictions on board members' possibility of holding offices in several companies has been changed so that the limitations are no longer relevant for the Company. In the Company's experience, annual election periods are a good and flexible arrangement that it wishes to uphold.
The proposal for new Articles of Associations is available at www.gjensidige.no/corporategovernance
On this basis, the Board proposes that Article 2-5 of the Articles of Association be amended from:
'The Board shall consist of ten members.
Three members in order of priority shall be elected by and from among the employees of the Company. The members shall be elected for two years at a time. At least one member is up for election each year. Both genders shall be represented.
Other board members are elected for two years at a time. The Chair of the Board is elected for one year at a time.'
to read as follows:
'The Board shall consist of ten members.
Three members in order of priority shall be elected by and from among the employees of the Company. The members shall be elected for two years at a time. At least one member is up for election each year. Both genders shall be represented.
Other board members and the Chair of the Board are elected for one year at a time.'
The General Meeting adopts the amendments to Article 2-5 of the Articles of Association in line with the Board's proposal.
The Nomination Committee proposes the following persons as members of the Board:
| Gisele Marchand | Chair | New |
|---|---|---|
| Vibeke Krag | Member | New |
| Terje Seljeseth | Member | New |
| Per Arne Bjørge | Member | Not up for election |
| John Giverholt | Member | Not up for election |
| Hilde Merete Nafstad | Member | Not up for election |
| Eivind Elnan | Member | Not up for election |
The Nomination Committee proposes the following persons as members of the Nomination Committee:
| Einar Enger | Chair | Re-election |
|---|---|---|
| John Ove Ottestad | Member | Re-election |
| Torun Skjervø Bakken | Member | Re-election |
| Joakim Gjersøe | Member | Re-election |
| Marianne Ødegaard Ribe | Member | Re-election |
The Nomination Committee recommends that Deloitte AS be re-elected as the Company's external auditor.
a) The proposed Board is elected by the General Meeting.
For more information about the candidates and the Nomination Committee's grounds, reference is made to the Nomination Committee's complete recommendation, which is available at www.gjensidige.no/corporate-governance
The Nomination Committee proposes the following remuneration and fees in NOK (last year's amounts in brackets):
| Office | Fixed fee | Additional fee |
|---|---|---|
| Chair | 574,000 (558,000) | 9,000* (8,700) |
| Board member | 287,000 (279,000) | 7,900* (7,700) |
* Per meeting in excess of 11 meetings
| Office | Fixed fee | Additional fee |
|---|---|---|
| Chair | 155,000 (150,000) | - |
| Member | 103,000 (100,000) | - |
| Office | Fixed fee | Additional fee |
|---|---|---|
| Chair | 106,000 (103,000) | - |
| Member | 64,000 (62,000) |
- |
| Office | Fixed fee | Fee per meeting |
|---|---|---|
| Chair | - | 9,000 (8,700) |
| Member | - | 7,900 (7,700) |
| Office | Fixed fee | Fee per meeting |
|---|---|---|
| Chair | 50,000 (48,000) | 9,000* (8,700) |
| Member | 31,000 (30,000) | 7,900* (7,700) |
*Per meeting in excess of 4 meetings
The Nomination Committee recommends that the Company's auditor receive a fee of NOK 2,300,000 (incl. VAT) for the statutory audit in 2017 (on submission of invoice).
Reference is made to the Nomination Committee's complete recommendation, which is available at www.gjensidige.no/corporate-governance
The Nomination Committee's recommendations for remuneration and fees are adopted by the General Meeting.
The general meeting is opened by the Chair of the Board or a person appointed by the Board. The General Meeting elects the chair of the meeting. Notice of the general meeting with forms for registration, proxy and advance voting will be distributed to all shareholders registered in the Norwegian Central Securities Depository as of 13 March 2018.
Advance voting will be possible in connection with this year's general meeting. Shareholders who wish to attend the general meeting in person or by proxy, or who wish to cast an advance vote, must give notice to the Company's registrar DNB Bank ASA, Verdipapirservice, P.O. Box 1600 Sentrum, 0021 Oslo, Norway by 16.00 on 2 April 2018. Please use the enclosed attendance slip, proxy form or advance voting form, which contain further guidance. The forms can also be completed electronically on the Company's website www.gjensidige.no/ir or via VPS Investor Services.
If shares are registered to a share manager in the Norwegian Central Securities Depository (VPS), cf. the Public Limited Liability Companies Act Section 4-10, and the beneficial owner wishes to vote for his/her shares, the beneficial owner must transfer the shares to a separate VPS account in his/her name before the general meeting is held.
If the owner can substantiate in this manner that they have a real shareholder interest in the Company, they can request voting rights. Decisions on voting rights for shareholders and proxies are made by the person opening the meeting.
Gjensidige Forsikring ASA is a listed Norwegian public limited company subject to Norwegian legislation, including the Public Limited Liability Companies Act and the Securities Trading Act. As of the date of this notice, the Company has issued 500,000,000 shares. The shares carry equal rights. As of the date of this notice, the Company holds 13,488 own shares that do not carry voting rights. The number of voting shares is thus 499,986,512.
The shares will be traded on Oslo Børs ex-dividend from and including 6 April 2018.
The notice of the general meeting and pertaining case documents are posted on the Company's website www.gjensidige.no/corporate-governance Shareholders can request a paper copy of the documents by sending an email to [email protected] or by calling (+47) 915 03 100 (ask for the Investor Relations Contact).
The General Meeting will be broadcast directly via webcast at www.gjensidige.no/ir
Oslo, 13 March 2018
The Board of Gjensidige Forsikring ASA
List of enclosures:
| Appendix 1: | Form for registration and proxy to the general meeting (has been distributed to the shareholders) |
|---|---|
| Appendix 2: | Proposal for new Articles of Associations |
| www.gjensidige.no/corporate-governance | |
| Appendix 3: | The Nomination Committee's recommendations |
| www.gjensidige.no/corporate-governance |
The Annual General Meeting of Gjensidige Forsikring ASA will be held on 5 April 2018 at 17:00 CET at Gjensidiges head office in Schweigaards gate 21, 0191 Oslo, Norway
If the above mentioned shareholder is an enterprise, state the name of the person representing the enterprise: _________________________________________
Name of the enterprise's representative (To grant a proxy, use the proxy form below)
The undersigned will attend the Annual General Meeting on 5 April 2018 and vote for:
| [XX] | own shares | |
|---|---|---|
| other shares in accordance with the enclosed Power of Attorney | ||
| A total of | shares |
This notice of attendance must be received by DNB Bank ASA, Registrar's Department, no later than 16:00 CET on 2 April 2018.
Notice of attendance may be sent electronically through the Company's website www.gjensidige.no/ir or through VPS Investor Services. Advance votes may only be cast electronically, through the Company's website www.gjensidige.no/ir or through VPS Investor Services. To access the electronic system for notification of attendance and advance voting through the Company's website, the above-mentioned reference number and PIN code must be stated. Notice of attendance may also be sent by e-mail to [email protected] or by post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
| ________ | _____________ | |
|---|---|---|
| Place | Date | Shareholder's signature |
| (If attending personally. To grant a proxy, use the form below) |
This proxy form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please go to page 2.
If you are unable to attend the Annual General Meeting in person, this proxy may be used by a person authorised by you, or you may send the proxy without naming the proxy holder, in which case, the proxy will be deemed to be given to the Chair of the Board or a person authorised by the Chair of the Board. The proxy must be dated and signed.
The proxy form should be received by DNB Bank ASA, Registrar's Department, no later than 16:00 CET on 2 April 2018. The proxy may be sent electronically through the Company`s website www.gjensidige.no/ir or through VPS Investor Services. Alternatively it may be sent by e-mail: [email protected] (proxy form to be scanned) or by post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
The undersigned __________________________ hereby grants (tick one of the two):
the Chair of the Board (or a person authorised by the Chair of the Board)
_____________________________________________
Name of proxy holder in capital letters
a proxy to attend and vote for my/our shares at the Annual General Meeting of Gjensidige Forsikring ASA on 5 April 2018.
________________________________ ___________ ____________________________________
Place Date Shareholder's signature (Signature only when granting a proxy)
With regards to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. Note in particular that, if the beneficial owner of a shareholding is to be represented by proxy, a written, dated authorisation must be presented. If the shareholder is an enterprise, the enterprise's certificate of registration must be attached to the proxy.
This proxy form is to be used for a proxy with voting instructions. If you are unable to attend the Annual General Meeting in person, you may use this proxy form to give voting instructions to a proxy holder. You may grant a proxy with voting instructions to a person authorised by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to be given to the Chair of the Board or a person authorised by the Chair of the Board. The proxy form must be dated and signed.
The proxy form must be received by DNB Bank ASA, Registrar's Department, no later than 16:00 CET on 2 April 2018. It may be sent by e-mail: [email protected] (proxy form to be scanned) or by post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
The undersigned: _________________________________ hereby grants (tick one of the two):
the Chair of the Board (or a person authorised by the Chair of the Board)
____________________________________ Name of proxy holder in capital letters
a proxy to attend and vote for my/our shares at the Annual General Meeting of Gjensidige Forsikring ASA on 5 April 2018.
The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (not ticked off); this will be deemed to be an instruction to vote "for" the proposal in the notice. However, if any proposals are made from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In such case, the proxy holder will vote on the basis of his reasonable understanding of the proposal. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.
| Agenda Annual General Meeting 2018 | For | Against | Abstention |
|---|---|---|---|
| 1. Opening of the general meeting by the Chair of the Board |
|||
| 2. Election of chair of the meeting |
|||
| 3. Presentation of list of attending shareholders and proxies |
|||
| 4. Approval of the notice of the meeting and the agenda |
| | |
| 5. Election of two representatives to co-sign the minutes together with the Chair of the meeting |
|||
| 6. Approval of the Board`s report and Annual accounts for 2017 including allocation of the profit for the year |
| | |
| 7. The Board's statement on the stipulation of pay and other remuneration of executive personnel |
|||
| a) The Board's statement on the stipulation of pay and other remuneration |
| | |
| b) The Board's guidelines for the stipulation of pay for executive personnel for the coming financial year |
| | |
| c) The Board's binding guidelines for the allocation of shares, subscription rights etc. for the coming financial year |
| | |
| 8. Authorisations to the Board |
|||
| a) to decide the distribution of dividend |
| | |
| b) to acquire own shares in the marked |
| | |
| c) to increase the share capital |
| | |
| d) to raise subordinated loans and other external financing |
| | |
| 9. Proposal for new Articles of Association |
| | |
| 10. Election | |||
|---|---|---|---|
| a) The Board - Members and Chair | |||
| Gisele Marchand (Chair) | | | |
| Per Arne Bjørge (member) | | | |
| John Giverholt (member) | | | |
| Hilde Merete Nafstad (member) | | | |
| Eivind Elnan (member) | | | |
| Vibeke Krag (member) | | | |
| Terje Seljeseth (member) | | | |
| b) Nomination Committee – Members and Chair | |||
| Einar Enger (Chair) | | | |
| John Ove Ottestad (member) | | | |
| Torun Skjervø Bakken (member) | | | |
| Joakim Gjersøe (member) | | | |
| Marianne Ødegaard Ribe (member) | | | |
| c) External Auditor | |||
| Deloitte AS | | | |
| 11. Remuneration | | | |
___________________________________ ___________ ______________________________________________ Place Date Shareholder's signature (Only for granting proxy with voting instructions)
With regards to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. Note in particular that, if the beneficial owner of a shareholding is to be represented by proxy, a written, dated authorisation must be presented. If the shareholder is an enterprise, the enterprise's certificate of registration must be attached to the proxy.
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