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Storebrand ASA — AGM Information 2021
Mar 17, 2021
3766_rns_2021-03-17_7bb3a150-c6a9-4390-8922-b48a57f67140.pdf
AGM Information
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Notice of the Annual General Meeting
2021
Important information:
Due to the Covid-19 pandemic, the health authorities have introduced strict infection prevention measures, which include the requirement for people to maintain a physical distance from each other. Storebrand shareholders are therefore urged to abstain from attending the Annual General Meeting physically, and encouraged to exercise their right to vote in advance or by proxy as per the detailed instructions in the notice of the meeting. The meeting will be conducted with limited participation from Storebrand's board and management team. There will be no refreshments. Storebrand complies with all applicable recommendations issued by the health authorities at any given time.
It will also be possible to follow the meeting via a webcast. Please visit www.storebrand.no/ir for further details. It will also be possible to pose questions to the company's board and management team by email. Please write to: [email protected]
Notice of the annual general meeting of Storebrand ASA
Date: Thursday, 8 April 2021 at 16:30 CET Place: Storebrand ASA's head office, Professor Kohts vei 9, 1366 Lysaker, Norway
Registration deadline: Tuesday 6 April 2021 at 12.00 CET
The following items are on the agenda:
-
- Opening of the General Meeting by Attorney Anders Arnkværn, and presentation of the list of shareholders and proxies present.
-
- Election of the Meeting Chairman.
-
- Approval of the meeting notice and agenda for the meeting. 4. Election of an individual to sign the minutes of the General
- Meeting jointly with the chairperson. 5. Briefing on the operations and activities.
-
- Presentation and approval of the 2020 Annual Report and Financial Statements. The Board proposes a dividend of NOK 3.25 per share for 2020.
-
- Board of Directors' Corporate Governance Statement.
-
- Board of Directors' Guidelines on the Fixing of Salaries and Other Remuneration to Executive Personnel.
-
- Board of Directors' proposed authorisation of the Board of Directors by the General Meeting:
- 9.1 To acquire treasury shares.
- 9.2 To increase the Company's share capital by issuing new shares.
-
- Election of directors to the Board of Directors, including election of the Chairman of the Board.
-
- Election of members to the Nomination Committee, including election of the Committee Chairman.
-
- Remuneration of the Board of Directors, Board committees and the Nomination Committee.
-
- Approval of the auditor's remuneration, including the Board of Directors' disclosure on the distribution of remuneration between auditing and other services.
-
- Closing of the General Meeting.
Pursuant to Section 5-12 of the Norwegian Public Limited Companies Act, the General Meeting is opened by the Chairman of the Board or whomever the Board of Directors has appointed. The Board of Directors has appointed Attorney Anders Arnkværn to open the meeting, and they also propose that he be elected as the Meeting Chairman.
Votes and voting rights
Storebrand ASA is a listed Norwegian public limited company governed by Norwegian law, including the rules of the Norwegian Public Limited Companies Act, Act on Financial Undertakings and Financial Groups and Securities Trading Act. As of the date of this notice, the Company has issued 467,813,982 shares, each with a nominal value of NOK 5. Each share represents one vote. These shares have equal rights in all respects. As of the date of this notice, the Company holds 2,231,141 treasury shares with no voting rights. The number of voting shares is accordingly 465,582,841.
All shareholders are entitled to attend the General Meeting and vote for the number of shares they are registered as the owner of with the Norwegian Central Securities Depository (VPS).
Managers may not attend or vote at the General Meeting for any shares registered in a special management account. In such cases, the individual shareholders must transfer the shares to an account in their own name in order to be eligible to attend and vote.
The shareholders are entitled to submit alternatives to the Board of Directors' proposals under the items that are to be considered by the General Meeting, provided that the alternative proposal is within the scope of the item to be considered.
Documents
This notice of the General Meeting, and the registration, proxy and advance voting forms will be sent to all shareholders registered with the Norwegian Central Securities Depository (VPS) as of 16 March 2021.
In addition, the following documents are available on the Company's website www.storebrand.no/ir
- The notice's annexes and Storebrand ASA's 2020 Annual Report (including the annual financial statements, Report of the Board of Directors, Auditor's Report and Board of Directors' Corporate Governance Statement).
- Further information relating to the shareholders' right to have matters considered at the General Meeting pursuant to Section 5-11 of the Norwegian Public Limited Companies Act, and the right to request available information from the Company's Board of Directors or management pursuant to Section 5-15 of the Norwegian Public Limited Companies Act.
Shareholders who wish to receive the Annual Report and Notice of the Annual General Meeting and annexes by mail may contact Storebrand by e-mail at: [email protected] [email protected] or write alternatively to Storebrand ASA at P.O. Box 500, 1327 Lysaker.
Registration and advance voting
At this year's Annual General Meeting there will be an opportunity to vote in advance. Shareholders who wish to attend the General Meeting in person or through a proxy, or who wish to vote in advance, must notify the Company's account manager, Nordea.
Electronic registration must take place by 12:00 CET on 6 April 2021 via a link on the Company's website www.storebrand.no/ ir or VPS Investor Service.
Please use the PIN code and reference number on the enclosed attendance slip, proxy form or advance voting form. They contain detailed instructions for how the registration, issuance of a proxy or voting in advance can be done by e-mail or mail.
Lysaker, 9 March 2021 Board of Directors of Storebrand ASA
Didrik Munch Board Chairman
PIN code:
Ref. no.:
Dato: Onsdag 17. juni 2020 kl. 16.30 Sted: Storebrand ASAs hovedkontor,
Påmeldingsfrist: Fredag 12. juni kl. 16.00
Professor Kohts vei 9, 1366 Lysaker
Registration Storebrand ASA Annual General Meeting 2021
Ordinær generalforsamling 2020
Storebrand ASA
Notice that you wish to attend the General Meeting may be given on this registration form, which must be received by Nordea Bank Abp no later than 12:00 CET on Tuesday, 6 April 2021. Please use the address Nordea Bank Abp, Norway Branch, Essendrops gate 7, P.O. Box 1166 Sentrum, NO-0107 Oslo, or alternatively the e-mail address [email protected], or phone no. + 47 24 01 34 62. You may also register by the same deadline on the website www.storebrand.no/ir
If you are prevented from attending after registering, a written, dated proxy may be submitted at the General Meeting.
Admission cards and voting materials will be distributed at the General Meeting.
The undersigned will attend the Annual General Meeting of Storebrand ASA on Thursday 8 April 2021 and
(please tick)
vote for my/our shares
vote for shares in accordance with the enclosed proxy(ies)
Place Date Shareholder's signature
(Should only be signed when attending in person. A special form is used for proxies or advance votes.)
Ref-nr.:
P r o x y Storebrand ASA Annual General Meeting 2021
If you cannot attend the Annual General Meeting yourself, you may be represented by proxy. You can then use this proxy form. If you do not enter a name, then the proxy will be given to the Chairman of the Board or the person whom the Chairman of the Board appoints to attend on his behalf. This form must be received by Nordea Bank Abp no later than 12:00 CET on Tuesday 6 April 2021. Address: Nordea Bank Abp, Norway Branch, Essendrops gate 7, P.O. Box 1166 Sentrum, NO-0107 Oslo. You may also send the proxy electronically by the same deadline to the e-mail address [email protected]
The undersigned shareholder in Storebrand ASA hereby gives:
| Chairman of the Board Didrik Munch | ||
|---|---|---|
| CEO Odd Arild Grefstad |
|---|
| ------------------------ |
Other:_______________________________________
Name of proxy or no name (blank)
| No. | Agenda for the Annual General Meeting 2021 |
For | Against | Ab stain |
Proxy decides |
No. | |
|---|---|---|---|---|---|---|---|
| 2. | Election of the Meeting Chairman |
||||||
| Attorney Anders Arnkværn | |||||||
| 3. | Approval of the meeting notice and agenda for the meeting |
||||||
| 6. | Approval of the annual finan cial statements and report of the Board of Directors, including allocation of the profit for the year. The Board proposes a dividend of NOK 3.25 per share for 2020. |
||||||
| 7. | Review of the Board of Directors' Statement on Corporate Governance |
||||||
| 8. | Board of Directors' Guideli nes on the Fixing of Salaries and Other Remuneration to Executive Personnel |
||||||
| 9. | Authorisation of the Board of Directors | ||||||
| 9.1 to acquire treasury shares |
|||||||
| 9.2 to increase the Compa ny's share capital by issuing new shares |
|||||||
| 10. | Election of directors to the Board of Directors (nominated by the Nomination Committee) |
||||||
| Didrik Munch | |||||||
| Christel Borge | |||||||
| Karin Bing Orgland | |||||||
| Marianne Bergmann Røren | |||||||
| Karl Sandlund | |||||||
the authority to attend and cast a vote for my/our shares at the Annual General Meeting of Storebrand ASA on Thursday 8 April 2021.
The votes shall be cast in accordance with the instructions stated below. If there are any doubts concerning the interpretation of the instructions, the proxy will assume a reasonable interpretation when casting the vote. In the event of any unclear instructions, the proxy may abstain from voting
Note that if a box has not been ticked off below, then this will be interpreted as an instruction to vote "in favour" of the proposals in the notice.
If a proposal is submitted in addition to, or as a replacement for, the proposals in the notice, then the proxy will be entitled to decide on how to vote for these proposals.
Please indicate your desired vote for the following items:
| No. | Agenda for the Annual General Meeting 2021 |
For | Against | Ab stain |
Proxy decides |
|---|---|---|---|---|---|
| Martin Skancke | |||||
| Fredrik Åtting | |||||
| Election of Chairman of the Board | |||||
| Didrik Munch | |||||
| 11. | Election of members to the Nomination Committee (nominated by the Nomination Committee) |
||||
| Per Otto Dyb | |||||
| Leiv Askvig | |||||
| Nils Bastiansen | |||||
| Anders Gaarud | |||||
| Liv Monica Stubholt | |||||
| Election of the Nomination Committee Chairman | |||||
| Per Otto Dyb | |||||
| 12. | Remuneration to: | ||||
| 12.1 Board of Directors | |||||
| 12.2 Board committees | |||||
| 12.3 Nomination Committee | |||||
| 13. | Approval of the auditor's remuneration, including the Board of Directors' disclosure on the distribution of remune ration between auditing and other services |
Shareholder's name and address:
Ref-nr.:
A d v a n c e v o t e Storebrand ASA Annual General Meeting 2021
If you cannot attend the Annual General Meeting yourself, you can cast your vote in advance by using this form. This form must be received by Nordea Bank Abp no later than 12:00 CET on Tuesday 6 April 2021. Address: Nordea Bank Abp, Norway Branch, Essendrops gate 7, P.O. Box 1166 Sentrum, NO-0107 Oslo. You may also send this form electronically by the same deadline to the e-mail address [email protected]
Until the expiration of the deadline stated above, votes cast in advance can be amended or withdrawn. If it is unclear how the advance vote should be interpreted, then the vote will be rejected. Note that if a vote for or against has not been indicated in the boxes for an item below, then this will be interpreted as abstaining from voting on this specific item.
| No. | Agenda for the Annual General Meeting 2021 |
For | Against | Abstain | No. | Agenda for the Annual General Meeting 2021 |
For | Against | Abstain | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2. | Election of the Meeting Chairman | Martin Skancke | ||||||||||
| Attorney Anders Arnkværn | Fredrik Åtting | |||||||||||
| 3. | Approval of the meeting notice and agenda for the meeting |
Election of Chairman of the Board | ||||||||||
| 6. | Approval of the annual financial statements and report of the Board of Directors, including |
Didrik Munch | ||||||||||
| allocation of the profit for the year. The Board proposes a dividend of NOK 3.25 per share for 2020. |
11. | Election of members to the Nomination Committee (nominated by the Nomination Committee) |
||||||||||
| 7. | Review of the Board of Directors' Statement on Corporate Gover |
Per Otto Dyb | ||||||||||
| nance | Leiv Askvig | |||||||||||
| 8. | Board of Directors' Guidelines on the Fixing of Salaries and Other Remuneration to Executive |
Nils Bastiansen | ||||||||||
| Personnel | Anders Gaarud | |||||||||||
| 9. | Authorisation of the Board of Directors 9.1 to acquire treasury shares |
|||||||||||
| 9.2 to increase the Company's | Liv Monica Stubholt | |||||||||||
| share capital by issuing new shares |
Election of the Nomination Committee Chairman | |||||||||||
| Per Otto Dyb | ||||||||||||
| 10. | Election of directors to the Board of Directors (nominated by the Nomination Committee) |
12. | Remuneration to: | |||||||||
| Didrik Munch | 12.1 Board of Directors | |||||||||||
| Christel Borge | 12.2 Board committees | |||||||||||
| Karin Bing Orgland | 12.3 Nomination Committee | |||||||||||
| Marianne Bergmann Røren | 13. | Approval of the auditor's remuneration, including the Board of Directors' |
||||||||||
| Karl Sandlund | disclosure on the distribution of remuneration between auditing and other services |
Shareholder's name and address: