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Storebrand ASA AGM Information 2018

Apr 11, 2018

3766_rns_2018-04-11_d03fadb6-fa70-4f2e-ab9e-97bff1cc8f76.pdf

AGM Information

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STOCK EXCHANGE NOTICE

Storebrand ASAresolution by the Annual General Meeting of 11 April 2018

The General Meeting of Storebrand ASA adopted the following resolutions at the aforementioned meeting:

6. Presentation and approval of the 2017 Annual Report and Financial Statements, including the Board of Directors' proposal regarding the allocation of the profit for the year, as well as the distribution of a dividend

Resolution:

"The financial statements of the parent company, consolidated financial statements and report of the Board of Directors for 2017, including the proposed allocation of the profit of Storebrand ASA for the year, as presented by the Board of Directors, shall be approved as Storebrand ASA's parent company financial statements, consolidated financial statements and report of the Board of Directors for 2017.

A dividend of NOK 2,50 per share shall be distributed for 2017, excluding the Company's treasury shares. Ex. dividend date is 12 April 2018".

7. Board of Directors' corporate governance statement

Resolution:

"The General Meeting reviewed the Board of Directors' corporate governance statement.

The report was taken into consideration by the General Meeting."

8. Board of Directors' statement on the fixing of salaries and other remuneration to executive personnel

Resolution:

"1. In an advisory vote, the General Meeting approved the Company's indicative guidelines for salaries and other remuneration to executive personnel for the financial year 2018.

  1. The General Meeting adopted the binding guidelines that concern payments as mentioned in Section 6-16 a, first paragraph, third sentence, (3) of the Norwegian Public Limited Companies Act, including the Group's long-term incentive scheme for senior executives".

9. Authorisation of the Board of Directors to acquire treasury shares

Resolution:

"The General Meeting of Storebrand ASA grants, pursuant to section 9-4 of the Norwegian Public Limited Companies Act, the Board of Directors authority to allow the company to acquire shares in Storebrand ASA for a total nominal value not exceeding NOK 233,906,991, but nonetheless such that the total holdings of treasury shares do not exceed 10 per cent of the share capital at any given time.

The maximum and minimum amount that may be paid per share is NOK 5 and NOK 120, respectively. The Board of Directors of Storebrand ASA is free to acquire and sell shares in the manner the Board of Directors deems appropriate, although the manner chosen must abide by the general principle that shareholders shall be treated equally.

Shares acquired pursuant to this authorisation can also be used for the fulfilment of the share purchase programme and incentives schemes for employees in the Group.

This authorisation is valid until the next Annual General Meeting in the spring of 2019, however, no later than 30 June 2019".

10. Authorisation of the Board of Directors to increase share capital by issuing new shares

Resolution:

"The General Meeting of Storebrand ASA grants, pursuant to section 10-14 of the Norwegian Public Limited Companies Act, the Board of Directors authority to increase the share capital through issuing new shares with a maximum total nominal value of NOK 233,906,991.

This authorisation may be used to develop the Group's focus areas by the acquisition of new businesses in consideration for new shares or increasing the share capital by other means. The authorisation may be used for one or more new issues.

The Board of Directors may decide to waive the shareholders' preferential rights to subscribe to shares pursuant to Section 10-4 of the Norwegian Public Limited Companies Act.

The Board of Directors may decide that share deposits shall be made in assets other than cash pursuant to Section 10-2 of the Norwegian Public Limited Companies Act. The authorisation is also valid with regard to a decision to merge pursuant to Section 13-5 of the Norwegian Public Limited Companies Act.

This authorisation is valid until the next Annual General Meeting in the spring of 2019, however, no later than 30 June 2019."

11. Election of members to the Board of Directors, including election of the Board Chairman

Resolution:

"Didrik Munch, Laila S. Dahlen, Jan Chr. Opsahl, Karin Bing Orgland, Liv Sandbæk and Martin Skancke are elected as members of the Board of Directors of Storebrand ASA, all for a term of one (1) year.

Didrik Munch is elected as the Board Chairman for a term of one (1) year.

After the elections, the Board of Directors of Storebrand ASA has the following shareholder-elected members:

Didrik Munch Chairman
Laila S. Dahlen member
Jan Chr. Opsahl member
Karin Bing Orgland member
Liv Sandbæk member
Martin Skancke member".

12. Election of members to the Nomination Committee, including election of the Committee Chairman

Resolution:

"Per Otto Dyb, Leiv Askvig, Nils Halvard Bastiansen and Margareth Øvrum are elected as members of the Nomination Committee, all for a term of one (1) year.

Per Otto Dyb is elected as Chairman of the Nomination Committee for a term of one (1) year.

After the elections, the Nomination Committee has the following shareholderelected members:

Per Otto Dyb Chairman
Leiv Askvig member
Nils Halvard Bastiansen member
Margareth Øvrum member".

13. Remuneration of the Board of Directors, Board Committees and the Nomination Committee

Resolution:

"The annual remuneration for the Board of Directors shall be set at:

Chairman NOK 652,500
Members NOK 334,900
Foreign supplement NOK
68,600

The annual remuneration for the Board's Risk Committee shall be set at:

Chairman NOK 152,000
Members NOK 102,400

The annual remuneration for the Board's Audit Committee shall be set at:

Chairman NOK 152,000
Members NOK 102,400

The Board's Compensation Committee's remuneration shall be set at:

Chairman NOK 10,100 per meeting
Members NOK 7,900 per meeting

The Nomination Committee's remuneration shall be set at:

Chairman NOK 10,100 per meeting
Members NOK
7,900 per meeting

Fee(s) for being on one or more of the Board Committees is in addition to the directors' fees.

The fees are gross before tax, and they apply effective 1 May 2018".

14. Approval of the auditor's remuneration, including the Board of Director's disclosure of the distribution of remuneration between auditing and other services

Resolution:

"The General Meeting approved auditor's remuneration for the work with the auditing of Storebrand ASA for 2017 of NOK 730,000".

15. Election of a new auditor

Resolution:

"The General Meeting elected PriceWaterhouseCoopers AS as the new auditor of Storebrand ASA with effect from the financial year 2018".

Lysaker, Norway, 11 April 2018