Storebrand ASA — AGM Information 2020

Jun 17, 2020

ATTACHMENT TO THE STOCK EXCHANGE NOTICE FROM STOREBRAND ASA OF 17 JUNE 2020

The General Meeting of Storebrand ASA adopted the following resolutions at the meeting of 17 June 2020:

6. Presentation and approval of the 2019 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 2019, including the proposed allocation of the profit of Storebrand ASA for the year, as presented by the Board of Directors, shall be adopted as Storebrand ASA's parent company financial statements, consolidated financial statements and Report of the Board of Directors for 2019.

No dividend will be distributed for 2019.

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 2020.

2. 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 by the General Meeting

9.1 Authorisation for the Company's acquisition of 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 authorisation to allow the Company to buy shares in Storebrand ASA in the market for a total nominal value not exceeding NOK 233,906,990, corresponding to 46,781,398 shares, each with a nominal value of NOK 5, but with the restriction that the total holding of treasury shares shall not exceed ten (10) per cent of the share capital at any given time.

The maximum and minimum amount that may be paid per share shall be NOK 5 and NOK 120, respectively. Within these limits, the Board of Directors is granted authorisation to itself determine at what price, at what time and in what way the acquisition of shares shall take place, nonetheless such that the general principle of treating all shareholders equally is observed.

Shares that are acquired in accordance with this authorisation may be used as consideration in connection with the acquisition of, including mergers with, other businesses, or for subsequent sale or the write-down of share capital. The Board of Directors may also use the authorisation to acquire shares for fulfilment of the share purchase programme and long-term incentive schemes for the Group's employees.

This authorisation is valid until the next Annual General Meeting in the spring of 2021, however, no later than 30 June 2021. This authorisation supersedes the previous authorisation granted by the General Meeting to the Board of Directors for the acquisition of treasury shares that was registered on 12 April 2019.

The General Meeting granted the Chief Executive Officer, or whomever he so authorises, authorisation to register such authorisation with the Register of Business Enterprises.

9.2 Authorisation to increase the Company 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 authorisation to increase the Company's share capital by issuing new shares with a maximum nominal value of NOK 233,906,990, corresponding to 46,781,398 new shares, each with a nominal value of NOK 5.

The Board of Directors will determine the subscription price and other subscription terms for the new share issue(s).

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

The Board of Directors may decide that share deposits can be made in assets other than cash and/or bind the company to special obligations pursuant to Section 10-2 of the Norwegian Public Limited Companies Act.

This authorisation is also valid with regard to a decision to merge pursuant to Section 13-5 of the Norwegian Public Limited Companies Act.

The new shares shall carry dividend rights from the date the capital increase is registered with the Register of Business Enterprises.

The Board of Directors may make any amendments to the Articles of Association that are necessitated by the share capital increase.

The Board of Directors may use the authorisation for one or more capital increases within the aforementioned limits.

This authorisation is valid until the next Annual General Meeting in the spring of 2021, however, no later than 30 June 2021, and it supersedes the previous authorisation granted by the General Meeting to the Board of Directors to increase the share capital by issuing new shares that was registered on 12 April 2019 with the Register of Business Enterprises.

The General Meeting grants the Chief Executive Officer, or whomever he so authorises, authorisation to register such authorisation with the Register of Business Enterprises.

10. Election of directors to the Board of Directors, including election of the Board Chairman

Resolution:

Didrik Munch, Laila S. Dahlen, Karin Bing Orgland, Marianne Berggren Røren, Karl Sandlund, Martin Skancke and Fredrik Åtting 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 of the Board	(re-election)
Laila S. Dahlen	member	(re-election)
Karin Bing Orgland	member	(re-election)
Marianne Berggren Røren	member	(new member)
Karl Sandlund	member	(re-election)
Martin Skancke	member	(re-election)
Fredrik Åtting	member	(new member)

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

Resolution:

Per Otto Dyb, Leiv Askvig, Nils H. Bastiansen, Anders Gaarud 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 members:

Per Otto Dyb	Chairman	(re-election)
Leiv Askvig	member	(re-election)
Nils H. Bastiansen	member	(re-election)
Anders Gaarud	member	new member
Margareth Øvrum	member	(re-election)

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

Resolution:

The General Meeting approved the Nomination Committee's nominations and adopted the following

Resolution:

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

Chairman	NOK 775 000
Member (shareholder-elected)	NOK 396 000
Member (employee-elected)	NOK 355 000
Overseas allowance	NOK 73 000

The General Meeting of 10 April 2019 adopted a resolution to request that the Chairman of the Board and the shareholder-elected directors use 50% of the gross increase in their remuneration for the year in question to purchase shares in Storebrand ASA in the market. The request for an annual purchase of shares applies from 2019, and will remain in effect as long as the individual is the Chairman of the Board of Directors or a shareholder-elected director of Storebrand ASA.

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

Chairman	NOK 161 000
Members	NOK 109 000

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

Chairman	NOK 161 000
Members	NOK 109 000

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

Chairman	NOK	10 700 per meeting
Members	NOK	8 300 per meeting

The Nomination Committee's remuneration shall be set at:

Chairman	NOK 10 700 per meeting
Members	NOK 8 300 per meeting

The 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 2020.

15. 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 approves the auditor's fees of NOK 1,054,750, incl. VAT, for work with the auditing of Storebrand ASA for 2019.

Lysaker, Norway, 17 June 2020