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Storebrand ASA AGM Information 2021

Apr 8, 2021

3766_rns_2021-04-08_ca1f7964-35aa-42f3-ba63-d807fec1d787.pdf

AGM Information

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ATTACHMENT TO THE STOCK EXCHANGE NOTICE FROM STOREBRAND ASA OF 8 APRIL 2021

The General Meeting of Storebrand ASA adopted the following resolutions at the meeting of 8 April 2021:

6. Presentation and approval of the 2020 Annual Report and Financial Statements. The Board of Directors had proposed a dividend of NOK 3.25 per share for 2020.

Resolution:

The financial statements of the parent company, consolidated financial statements and Report of the Board of Directors for 2020, 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 2020.

A dividend of NOK 3.25 per share will be distributed for 2020.

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. The Board of Directors' Guidelines on the Fixing of Salaries and Other Remuneration to Executive Personnel and Statement on the executive employee remuneration policy during the previous financial year

Resolution:

The General Meeting approved the Board of Directors' Guidelines on the Fixing of Salaries and Other Remuneration to Executive Personnel.

The General Meeting took note of the Board's limited statement on the implementation of the executive employee remuneration policy during the previous financial year and the Board's statement on the effects of share-based remuneration agreements on the Company and shareholders.

9. Board of Directors' proposed authorisation of the Board of Directors by the General Meeting

9.1 Authorisation of the Board of Directors to acquire treasury shares

Resolution:

Pursuant to Section 9-4 of the Norwegian Public Limited Liability Companies Act, the General Meeting of Storebrand ASA grants 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 holdings 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 2022, however, no later than 30 June 2022. 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 in the Register of Business Enterprises on 19 June 2020.

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

Resolution:

Pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act, the General Meeting of Storebrand ASA grants 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 up to 46,781,398 new shares, each with a nominal value of NOK 5.00.

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 Liability 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 Liability Companies Act.

This authorisation is also valid with regard to a decision to merge pursuant to Section 13-5 of the Norwegian Public Limited Liability 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 share capital increases within the aforementioned limits.

This authorisation is valid until the next Annual General Meeting in the spring of 2022, however, no later than 30 June 2022, 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 19 June 2020 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 Chairman of the Board

Resolution:

Didrik Munch, Christel Elise Borge, Karin Bing Orgland, Marianne Bergmann 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 (re-election)
Christel Elise Borge Member (new member)
Karin Bing Orgland Member (re-election)
Marianne Bergmann Røren Member (re-election)
Karl Sandlund Member (re-election)
Martin Skancke Member (re-election)
Fredrik Åtting Member (re-election)

11. 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 Liv Monica Stubholt 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 (re-election)
Liv Monica Stubholt Member (new member)

12. Remuneration of the Board of Directors, board committees and the Nomination Committee

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 794,000
Member (shareholder-elected) NOK 406,000
Member (employee-elected) NOK 364,000
Overseas allowance NOK 75,000

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

Chairman NOK 165,000
Members NOK 112,000

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

Chairman NOK 165,000
Members NOK 112,000

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

Chairman NOK 11,000 per meeting
Member NOK 8,500 per meeting

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

Chairman NOK 11,000 per meeting
Members NOK 8,500 per meeting

The Nomination Committee's remuneration shall be set at:

Chairman NOK 11,000 per meeting
Members NOK 8,500 per meeting

The fee(s) for being on one or more of the Board committees is/are in addition to the directors' fees.

The fees are gross before tax, and they apply effective 1 May 2021.

Following a proposal from the Nomination Committee, the General Meeting agreed to alter its previous request to the shareholder-elected members regarding annual purchases of shares. The General Meeting therefore requested that the Chairman of the Board and the Board's other shareholder-elected members increase their minimum annual purchases of shares in Storebrand ASA in the market to NOK 50,000 and NOK 25,000 respectively. The request for the increased purchases of shares will apply from and including the 2021-2022 election period and will remain in effect for as long as the individual in question is the Chairman of the Board or a shareholder-elected board member of Storebrand ASA, however not beyond the point in time at which the Chairman of the Board and the individual board members have a shareholding with a minimum market value equivalent to the individual in question's annual gross directors' remuneration.

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

Resolution:

The General Meeting approves the auditor's fees of NOK 1,082,500, incl. VAT, for work with the auditing of Storebrand ASA for 2020.

Lysaker, Norway 8 April 2021