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Storebrand ASA Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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2026
Storebrand
Notice of the Annual General Meeting
Storebrand ASA
1
Notice of the Annual General Meeting of Storebrand ASA
Date: Thursday 9 April 2026 at 16:30 (CEST)
Place: The meeting will be held digitally via the general meeting portal administered by Euronext Securities Oslo
Registration deadline: Tuesday 7 April 2026 at 16:30 (CEST)
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 chairman of the meeting
- Approval of the meeting notice and agenda for the meeting
- Election of an individual to co-sign the minutes with the chairman of the meeting
- Briefing on the operations and activities
- Presentation and approval of the 2025 Annual Report and Financial Statements. The Board of Directors proposes a dividend of NOK 5.40 per share for 2025.
- Board of Directors' Corporate Governance Statement
- Board of Directors' Report on the Fixing of Salaries and Other Remuneration to Executive Personnel
- Board of Directors' Guidelines on the Fixing of Salaries and Other Remuneration to Executive Personnel
- The Board of Directors' proposal for a reduction in share capital
- Board of Directors' proposed authorisation of the Board of Directors by the General Meeting to:
11.1 acquire treasury shares
11.2 increase the Company's share capital by issuing new shares
11.3 raise subordinated loan capital - Election of directors to the Board of Directors, including election of the Chairman of the Board and Deputy Chairman
- 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
- Election of a new auditor
- Closing of the general meeting
Pursuant to Section 5-12 of the Norwegian Public Limited Liability 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 from Advokatfirmaet Thommessen AS to open the meeting and also propose that he be elected as the chairman of meeting.
Meeting
The General Meeting will be held as a digital meeting via the general meeting portal administered by Euronext Securities Oslo (the «Euronext Securities Portal») without physical attendance for shareholders, cf. Norwegian Public Limited Liability Companies Act Section 5-8 (4), cf. Section 1-5 a. The meeting will be held in Norwegian.
Registration
Shareholders who wish to participate in the General Meeting must register their attendance, and this must have been received by 7 April 2026 at 16:30 (CEST) by using one of the two alternatives listed below:
i. Electronically via the link on the Company's website www.storebrand.no/ir or by logging in to VPS Investor Services; or
ii. By returning the registration form for participation enclosed with this notice to the Company's account manager Nordea, either as a scanned document by e-mail to [email protected] or by ordinary mail to Nordea Bank Abp, branch of Norway, Corporate Action NO, Postboks 1166 Sentrum, 0107 Oslo.
Shareholders who do not comply with the registration deadline will not be able to participate at the General Meeting
Access to the meeting
Participation at the General Meeting will exclusively take place through the Euronext Securities Portal. Access to the Euronext Securities Portal is only provided to shareholders that have registered attendance by 7 April 2026 at 16:30.
Link and login details for the Euronext Securities Portal will be sent by e-mail. A condition for participation is therefore that the shareholders have provided their e-mail addresses upon registration. If a shareholder registers participation at the General Meeting electronically via VPS Investor Services, the shareholder must have registered an e-mail address with VPS Investor Services. Registration of e-mail in VPS Investor Services is done by the shareholder itself in the menu choice Investor information/change customer information. Upon registration of participation at the General Meeting, the participant accepts that Verdipapirsentralen ASA will retrieve information about the e-mail address from VPS Investor Services or from the registration form that is sent to Nordea.
Shareholders that have registered to participate in the General Meeting by the deadline and provided an e-mail address will receive a link and login details to the Euronext Securities Portal (access codes (username and password) and user guidance) on 9 April 2026 at 12:00 (CEST). See also "Technical information on access to the Euronext Securities Portal" below for further information.
Shareholders who do not have an e-mail address registered with VPS Investor Services or do not provide an e-mail address upon submission of the registration form will not be able to participate at the General Meeting.
Participation by proxy and/or other advisers
If a shareholder wishes to attend by proxy, the shareholder must, upon registration, provide the e-mail address of the proxy. Link and a login to the Euronext Securities Portal, access codes (username and password) and the user guide for attendance will be sent by e-mail to the proxy. Participation in the general meeting by proxy requires that the shareholder has submitted a proxy (see the section "Proxies" below for more information) by 7 April 2026 at 16:30 (CEST).
A shareholder or a proxy may register digital participation at the General Meeting together with an adviser. Confirmation of the adviser's registration, including a link and separate login to the Euronext Securities Portal, will be sent by e-mail to the adviser. Registration of an adviser is only required if the shareholder and adviser do not participate from the same location.
Registration of attendance for proxy and/or adviser can only take place by using the registration form included as an annex to the notice (and not via electronic registration in VPS Investor Services). The registration form must include the name and e-mail address of the proxy so that login details can be provided to the proxy (see "Registration and access to the meeting" above). The same applies to adviser who participate from a different location to the shareholder.
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Advance vote
There will be the option of casting advance votes. Such advance voting must occur electronically via VPS Investor Services or in writing by filling out the advance voting form enclosed with the notice. The deadline for submitting advance votes is 7 April 2026 at 16:30 (CEST). Until this deadline, votes that have already been cast may be changed or withdrawn. For further information on casting advance votes, reference is made to the advance voting form enclosed with the notice.
Proxies
Shareholders may authorise the Chairman of the Board (or whomever the Chairman authorises) or another person to vote for their shares. The proxy may be granted with or without voting instructions. Proxies may be submitted electronically via VPS Investor Services or by completing and submitting the proxy form enclosed with this notice in accordance with the instructions set out therein. The proxy must be in writing, dated, signed and timely submitted. Proxies granted to the Chairman of the board or CEO must be registered through VPS Investor Services or be received by post/email by 7 April 2026 at 16:30 (CEST) as specified in the enclosed proxy form.
See the annex to the notice for more information concerning the submission of proxies. If you wish to participate in the General Meeting with a proxy that is not the Chairman of the board or CEO, see also the section entitled "Participation by proxy and/or with an adviser" above for further information.
Technical information regarding access to the Euronext Securities Portal
Each shareholder is responsible for ensuring that he or she has a smartphone/tablet/computer with an internet browser and that he or she has a functional internet connection in accordance with the requirements below.
Browser/PC: The Euronext Securities Portal can be accessed through "evergreen browsers" on PC/Mac, smartphone and tablet/iPad. "Evergreen browsers" (for example Edge, Chrome and Firefox) are browsers which are automatically updated to new versions. Latest Safari version is also supported, even though it is not an "evergreen browser". Internet Explorer cannot be used.
Apple Products: The Euronext Securities Portal will run on the latest main version of the Safari browser on Mac, iPhone and iPad. Shareholders who have older Apple equipment which cannot be updated to a usable Safari version can install and use a Chrome browser.
Internet connection: The quality of the transmission will depend on the shareholders' individual internet providers. Shareholders should, as a minimum, have a 5-10 Mbit/s connection for good transmission.
It is recommended that each shareholder, in due time prior to the start of the General Meeting, tests his or her device and internet connection by logging on to the Euronext Securities Portal. The Euronext Securities Portal will be open for testing from 12:00 (CEST) on the day of the General Meeting.
Shareholders experiencing any technical problems may contact the Euronext Securities Portal hotline at tel. +45 4358 8894. The hotline is open from 12:00 (CEST) on the day of the General Meeting and until the General Meeting has been completed.
Questions and voting
It will be possible to ask questions and submit comments concerning the proposals through the Euronext Securities Portal with a maximum of 2,400 signs. It is recommended to keep questions and comments brief and concise. Any written questions/comments will be presented in the General Meeting by the Meeting Chairman and will be verbally answered at the meeting if possible, or in writing after the meeting if necessary.
When voting on an agenda item, this will be clearly stated in the Euronext Securities Portal. Shareholders must log into the portal in order to be able to vote. Shareholders who have granted proxies prior to the General Meeting will not be able to vote during the General Meeting themselves.
The Company does not assume any responsibility for questions from shareholders, proposed amendments or votes cast not being received in time to be taken into consideration under the relevant item on the agenda.
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Other information
Storebrand ASA is a listed Norwegian public limited liability company governed by Norwegian law, including the rules of the Norwegian Public Limited Liability Companies Act, Act on Financial Undertakings and Financial Groups and Securities Trading Act. As of the date of this notice, the Company has issued 435 484 411 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 12,892,446 treasury shares with no voting rights. The number of voting shares is accordingly 422 591 965.
Only those who are shareholders of the Company five business days before the General Meeting (the record date), i.e. on 30 March 2026, are entitled to attend and vote at the General Meeting, cf. Section 5-2 (1) of the Norwegian Public Limited Liability Companies Act. Shares acquired after 30 March 2026 do not entitle the owner to participate or vote at the General Meeting for these shares.
Pursuant to Section 1-8 of the Norwegian Public Limited Liability Companies Act, and the regulations pertaining to intermediaries covered by Section 4-5 of the Act relating to central securities depositories and securities settlement and associated implementing regulations, for shareholders who own nominee-registered shares, notice of the General Meeting is sent to the nominee, who then forwards on the notice to the shareholders. Shareholders must communicate with their nominee, who is responsible for forwarding on registrations, authorisations or voting instructions. Pursuant to Section 5-3 of the Norwegian Public Limited Liability Companies Act, the nominee must report this to the Company no later than two business days prior to the General Meeting, i.e. no later than 7 April 2026 at 16:30 (CEST).
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, together with the registration, proxy and advance voting forms will be sent to all shareholders with a known address as of 12 March 2026. This includes all shareholders registered in the Norwegian Central Securities Depository (VPS).
In addition, the following documents and information are available on the Company's website at www.storebrand.no/ir.
- The notice's annexes and Storebrand ASA's 2025 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 Liability 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 Liability Companies Act.
Shareholders who wish to receive the Annual Report and Notice of the General Meeting and annexes by ordinary mail may contact Storebrand by e-mail at: [email protected] or alternatively write to Storebrand ASA, Postboks 500, 1327 Lysaker.
If you have received this notice by ordinary mail, but wish to receive notices digitally in the future, you can change this in the menu option Investor information/change customer information in VPS Investor Services.
Lysaker, 10 March 2026
Board of Directors of Storebrand ASA
Jarle Roth
Board Chairman
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Annexes to the agenda, including the boards proposed resolutions
Item no. 1
OPENING OF THE GENERAL MEETING BY ATTORNEY ANDERS ARNKVÆRN, AND PRESENTATION OF THE LIST OF SHAREHOLDERS AND PROXIES PRESENT
The Board of Directors has appointed Attorney Anders Arnkværn from Advokatfirmaet Thommessen AS to open the meeting.
Item no. 2
ELECTION OF THE CHAIRMAN OF THE MEETING
The Board of Directors has proposed Attorney Anders Arnkværn as the chairman of the meeting.
Item no. 3
APPROVAL OF THE MEETING NOTICE AND AGENDA FOR THE MEETING
The meeting notice and agenda appear on page 1.
Item no. 4
ELECTION OF AN INDIVIDUAL TO CO-SIGN THE MINUTES WITH THE MEETING CHAIRMAN
No annexes.
Item no. 5
BRIEFING ON OPERATIONS AND ACTIVITIES
No annexes.
Item no. 6
PRESENTATION AND APPROVAL OF THE 2025 ANNUAL REPORT AND FINANCIAL STATEMENTS. THE BOARD PROPOSES A DIVIDEND OF NOK 5.40 PER SHARE FOR 2025
The Board of Directors makes reference to the annual financial statements, report of the Board of Directors and proposed allocation of the profit for the year, which has been made available to the shareholders as described on page 4 in this notice.
The Board of Directors proposes that the General Meeting adopts the following resolution:
The financial statements of the parent company, consolidated financial statements and Report of the Board of Directors for 2025, 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 2025.
A dividend of NOK 5.40 per share will be distributed for 2025.
Item no. 7
BOARD OF DIRECTORS' CORPORATE GOVERNANCE STATEMENT
The Board of Directors makes reference to the section of the Annual Report that includes the Board of Directors' Corporate Governance Statement.
This statement also satisfies the reporting requirements pursuant to Section 3-3b of the Norwegian Accounting Act. There will be no vote on the Board of Directors' Corporate Governance Statement.
Item no. 8
THE BOARD OF DIRECTORS' REPORT ON THE FIXING OF SALARIES AND OTHER REMUNERATION TO EXECUTIVE PERSONNEL
In accordance with Section 6-16b of the Norwegian Public Limited Liability Companies Act and associated regulations, the Board of Directors has prepared a Report on Salaries and Other Remuneration to Executive Personnel for the 2025 financial year. The report has been reviewed by the Company's auditor in accordance with Section 6-16b (4) of the Norwegian Public Limited Liability Companies Act. The report is available on the Company's website at www.storebrand.no/ir.
Pursuant to Section 5-6 (4) of the Norwegian Public Limited Liability Companies Act, the general meeting shall consider and hold an advisory vote on the report
The Board of Directors proposes that the General Meeting adopts the following resolution:
The General Meeting agreed, by way of an advisory vote, to adopt the Board of Directors' Report on Salaries and Other Remuneration to Executive Personnel in the company for 2025, cf. Section 6-16b of the Norwegian Public Limited Liability Companies Act.
Item no. 9
THE BOARD OF DIRECTORS' GUIDELINES ON THE FIXING OF SALARIES AND OTHER REMUNERATION TO EXECUTIVE PERSONNEL
The Board proposes that amendments be made to the Guidelines on the Fixing of Salaries and Other Remuneration to Executive Personnel that have been prepared in accordance with Section 6-16a of the Norwegian Public Limited Liability Companies Act. It is proposed to introduce a new long-term incentive programme. Furthermore, it is proposed that the retirement age within the Group be amended from 70 to 72 years. Updated guidelines have been made available on the Company's website at www.storebrand.no/ir.
The Board of Directors proposes that the General Meeting adopts the following resolution:
The General Meeting adopted the Board of Directors' Guidelines on the Fixing of Salaries and Other Remuneration to Executive Personnel, cf. Section 6-16a of the Norwegian Public Limited Liability Companies Act.
Item no. 10
THE BOARD OF DIRECTORS' PROPOSAL FOR A REDUCTION IN SHARE CAPITAL
At the Annual General Meetings in 2024 and 2025, the Board of Directors was granted authorisations to allow the Company to acquire treasury shares, cf. Section 9-4 of the Norwegian Public Limited Liability Companies Act. Shares were acquired under both authorisations in 2025.
The authorization adopted at the Annual General Meeting on 4 April 2024 permitted the Company to “acquire treasury shares in the market with a total nominal value not exceeding NOK 223,986,340, subject to the limitation that the total holding of treasury shares at any time shall not exceed 10% of the share capital.”
The authorisation adopted at the Annual General Meeting on 9 April 2025 replaced the authorisation from 4 April 2024 as of 30 June 2025. This authorisation permits the Company to “acquire treasury shares in the market with a total nominal value not exceeding NOK 217,742,205, subject to the limitation that the total holding of treasury shares at any time shall not exceed 10% of the share capital.”
Storebrand received approvals from the Norwegian Financial Supervisory Authority on 10 February 2025 and 27 June 2025 to carry out share buybacks for a total of NOK 1.5 billion in 2025.
Based on the Financial Supervisory Authority's approval of 10 February 2025 and pursuant to the authorization granted by the Annual General Meeting on 4 April 2024, the Board of Directors resolved on 12 February 2025 to initiate a share buy-back programme with a framework of NOK 750 million (first tranche). The first tranche was completed on 26 June 2025.
Based on the authorisation adopted at the Annual General Meeting on 9 April 2025 and the Financial Supervisory Authority's approval of 27 June 2025, the Board resolved on 11 July 2025 to initiate a new share buy-back programme with a framework of NOK 750 million (second tranche). This buyback programme was completed on 17 December 2025.
The purpose of the buy-back programmes was to return excess capital to shareholders through a reduction of the share capital.
Through the two aforementioned share buy-back programmes, a total of 10,720,775 shares were acquired under the Board's authorisations from 2024 and 2025 during the period from 12 February 2025 to 17 December 2025. The shares that were acquired had an average purchase price of NOK 139.9 per share. At the end of the programme on 17 December 2025, the Company had built up total own holdings – which include holdings prior to the share buy-back programme – of 11,558,511 shares, corresponding to 2.65 per cent of the total number of shares issued in Storebrand ASA.
In letters dated 10 February 2025 and 27 June 2025 respectively, the Financial Supervisory Authority granted its consent for Storebrand ASA to reduce the share capital pursuant to the Articles of Association by deleting of treasury shares up to the total number of shares acquired on the basis of the Financial Supervisory Authority's approval for the acquisition of treasury shares.
As a result of the proposed deletion, the Company's share capital pursuant to the Articles of Association will be reduced by NOK 53,603,875 (a total of 10,720,775 shares, each with a nominal value of NOK 5), from NOK 2,177,422,055 to NOK 2,123,818,180, divided into 424,763,636 shares, each with a nominal value of NOK 5.
The proposed reduction in share capital will not have any effect on solvency, profit or loss and/or liquidity, because the effects on the key accounting figures were immediately taken into account in connection with the buybacks of the shares that are now proposed to be deleted.
The auditor's confirmation that, following the reduction in the share capital and reduction in other equity, there is coverage for the Company's remaining share capital and tied-up capital, can be found at www.storebrand.no/ir. The reduction is conditional upon notice to creditors.
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As a result of the proposal to reduce the share capital, it is proposed that Article 3, first paragraph of Storebrand ASA's Articles of Association ("Share capital and shares"), be amended such that the provision in the Articles of Association reflects the share capital and the number of shares following the share capital reduction.
The Board of Directors proposes that the General Meeting adopts the following resolution:
(i) Pursuant to Section 12-1 (1) no.2 of the Norwegian Public Limited Liability Companies Act, the Company's share capital is reduced by NOK 53,603,875, by deleting 10,720,775 shares, each with a nominal value of NOK 5, from the company's treasury shares.
(ii) The reduction in share capital does not entail any distribution from the Company.
(iii) Article 3, first paragraph of the Articles of Association relating to "Share capital and shares" is amended such that the provision reflects the Company's share capital and the number of shares following the share capital reduction.
Item no. 11
BOARD OF DIRECTORS' PROPOSED AUTHORISATION OF THE BOARD OF DIRECTORS BY THE GENERAL MEETING
11.1 Authorisation for the Company's acquisition of treasury shares
Pursuant to Section 9-4 of the Norwegian Public Limited Liability Companies Act, the General Meeting may (with the same majority as required for an amendment of the Articles of Association) grant the Board of Directors authorisation to acquire treasury shares on behalf of the Company. Such authorisation grants the Board of Directors the right to pursue the alternative courses of action permitted by the Norwegian Public Limited Liability Companies Act in connection with the acquisition of treasury shares. These alternatives may also be a means of maintaining an optimal capital structure for the Group. The Company's holding of treasury shares may, among other things, be used as consideration for the acquisition of other businesses, for subsequent sale or redemption by a write-down of the share capital through treasury shares being deleted. The buyback of treasury shares may thus be a tool for the distribution of surplus capital to shareholders, in addition to ordinary dividends. The Board of Directors may also use this authorisation to acquire treasury shares for fulfilment of the Company's obligations under the Group's share purchase programme and long-term incentive schemes for employees.
The Board of Directors proposes that a new authorisation to acquire treasury shares be adopted, which the Board may utilize from 1 January 2027, i.e., from the time the existing authorisation adopted by the General Meeting on 9 April 2025 expires. The new authorisation is proposed to expire on 31 December 2027.
It is proposed that the Board of Directors is granted authorisation to allow the Company to purchase shares in Storebrand ASA in the market for a total nominal value not exceeding NOK 212,381,815, corresponding to 42,476,363 shares. The amount authorised is equivalent to approximately 10 per cent of the registered share capital following the implementation of the share capital reduction described in item 9.
The Board of Directors proposes that the General Meeting adopts the following resolution:
(i) Pursuant to Section 9-4 of the Norwegian Public Limited Liability Companies Act, on behalf of the Company, the Board of Directors are granted authorisation to acquire treasury shares in the market for a total nominal value not exceeding NOK 212,381,815, but with the restriction that the total holdings of treasury shares shall not exceed 10 per cent of the share capital at any given time.
(ii) The minimum and maximum amount that may be paid per share is NOK 5 and NOK 400, respectively.
(iii) The acquisition and disposal of treasury shares can take place in the manner the Board of Directors deem appropriate, however not by subscription of treasury shares and such that the general principle of treating all shareholders equally is observed.
(iv) The authorisation has been granted by the resolution of the general meeting and expires on 31 December 2027.
(v) The authorisation may be utilized by the board from 1 January 2027 to 31 December 2027.
11.2 Authorisation to increase the Company's share capital by issuing new shares
Pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act, the General Meeting may (with the same majority as required for an amendment of the Articles of Association) grant the Board of Directors authorisation to increase the Company's share capital by issuing new shares (new issue). The purpose of the authorisation is, among other things, to increase the Company's financial flexibility by the acquisition of, including merger with, other businesses, as well as ensuring that the Group has an optimal capital structure. This authorisation may also be used to further develop the Group's focus areas by acquiring businesses in return for full or partial compensation in the form of shares or by raising new equity by increasing the share capital in general.
The Board of Directors of Storebrand ASA proposes accordingly that the General Meeting grant the Board of Directors authorisation to increase the company's share capital by a maximum total nominal value of NOK 212,381,815 equivalent to 42,476,363 shares, each with a nominal value of NOK 5. The amount authorised is equivalent to approximately 10 per cent of the registered share capital following the implementation of the share capital reduction described in item 9. It is also proposed that the Board of Directors is granted authorisation to waive the existing shareholders' preferential rights pursuant to Section 10-4 of the Norwegian Public Limited Liability Companies Act when using the authorisation both in order to fulfil the purpose of the authorisation described above and so that the Board of Directors can arrange for new shareholders to subscribe for shares if this is considered to be in the interests of the company and the shareholders.
The Board of Directors proposes that the General Meeting adopts the following resolution:
(i) Pursuant to Section 10-14 of the Norwegian Public Limited Companies Act, the Board of Directors is granted authorisation to increase the Company's share capital by issuing new shares in one or more stages, by up to NOK 212,381,815.
(ii) The Board of Directors will determine the subscription price and other subscription terms for the new share issue(s).
(iii) 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.
(iv) The authorisation includes a share capital increase in return for deposits in assets other than cash and the right to bind the company to special obligations pursuant to Section 10-2 of the Norwegian Public Limited Liability Companies Act.
(v) The authorisation includes a share capital increase in connection with a merger pursuant to Section 13-5 of the Norwegian Public Limited Liability Companies Act.
(vi) The authorisation is valid from the time it is registered in the Register of Business Enterprises and until the Company's Annual General Meeting in spring 2027, but no later than 30 June 2027.
11.3 Authorisation to raise subordinated loan capital
Pursuant to Section 11-2 of the Financial Institutions Act, together with Article 12 of the Articles of Association, the General Meeting may, with the same majority as required for an amendment of the Articles of Association, grant the Board of Directors authorisation to raise subordinated loan capital. Such authorisation permits the Board of Directors to raise subordinated loan capital to strengthen financial solidity and may be a means of achieving the desired capital structure for the Group. It is therefore proposed that the General Meeting grants the Board of Directors an authorisation to raise one or more subordinated loans with a total limit of NOK 1 billion.
The Board of Directors proposes that the General Meeting adopts the following resolution:
(i) Pursuant to Section 11-2 of the Financial Institutions Act, together with Article 12 of the Articles of Association, the Board of Directors is authorised to raise subordinated loan capital with a total nominal value of up to NOK 1,000,000,000 (or equivalent amount in another currency), on the terms stipulated by the Board of Directors.
(ii) The Board of Directors may use the authorisation to raise one or more loans within the aforementioned limits.
(iii) The Board of Directors may, within the aforementioned limits, delegate authorisation to the Company's Chief Executive Officer, or whomever he so authorises.
(iv) The authorisation is valid from the resolution of the general meeting and until the Company's Annual General Meeting in the spring of 2027, but no later than 30 June 2027.
Item no. 12
ELECTION OF DIRECTORS TO THE BOARD OF DIRECTORS, INCLUDING ELECTION OF THE CHAIRMAN OF THE BOARD AND DEPUTY CHAIRMAN
Reference is made to section 1 of the Nomination Committee's recommendation of 6 March 2026, which is available on the Company's website at www.storebrand.no/ir.
The Nomination Committee recommends that the General Meeting adopts the following resolutions:
Jarle Roth, Martin Skancke, Christel Elise Borge, Viveka Ekberg, Janne Flessum, Benjamin Kristoffer Golding and Line M. Hestvik are elected as members of the Board of Directors of Storebrand ASA, all for a term of one year.
Jarle Roth is elected as the Board Chairman for a term of one year. Martin Skancke is elected as the Deputy Chairman of the Board for a term of one year.
After the elections, the Board of Directors of Storebrand ASA has the following shareholder-elected members:
- Jarle Roth (Chairman)
- Martin Skancke (Deputy Chairman)
- Christel Elise Borge (Board Member)
- Viveka Ekberg (Board Member)
- Janne Flessum (Board Member)
- Benjamin Kristoffer Golding (Board Member)
- Line M. Hestvik (Board Member)
Item no. 13
ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE, INCLUDING ELECTION OF THE CHAIRMAN OF THE NOMINATION COMMITTEE
Reference is made to section 2 of the Nomination Committee's recommendation, which is available on the Company's website at www.storebrand.no/ir. All members of the Nomination Committee are up for election every year.
The Nomination Committee recommends that the General Meeting adopts the following resolutions:
Nils Bastiansen, Ivar Qvist, Liv Monica Stubholt and Lars Jansen Viste and are elected as members of the Nomination Committee, all for a term of one (1) year. Nils Bastiansen 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:
- Nils Bastiansen (Chairman)
- Ivar Qvist (Member)
- Liv Monica Stubholt (Member)
- Lars Jansen Viste (Member)
Item no. 14
REMUNERATION OF THE BOARD OF DIRECTORS, BOARD COMMITTEES AND THE NOMINATION COMMITTEE
The Nomination Committee has prepared a recommendation with proposals for remuneration to the Board of Directors, the Board committees and the Nomination Committee. Reference is made to section 3 of the Nomination Committee's recommendation, which is available at the Company's website www.storebrand.no/ir.
The Nomination Committee recommends that the General Meeting adopts the following resolutions:
The General Meeting of Storebrand ASA adopts that the remuneration of members of the Board of Directors, board committees and the Nomination Committee for the 2026-2027 election period shall be fixed as follows (all figures are gross before tax):
| Board of Directors | NOK |
|---|---|
| Chairman of the Board | 1,122,000 per year |
| Deputy Chairman of the Board | 637,000 per year |
| Board Member (shareholder-elected) | 524,000 per year |
| Board Member (employee-elected) | 470,000 per year |
| Foreign supplement | 40,000 per meeting |
The resolution relating to remuneration to the Chairman of the Board and shareholder-elected board members includes a request to purchase shares in Storebrand ASA in the market for at least NOK 100,000 for the Chairman of the Board and at least NOK 50,000 for the shareholder-elected board members during the period from 9 April 2026 up until the next Annual General Meeting. The request shall remain in effect until the Board Chairman and board members own a share portfolio that, based on the market price, has a value equal to their annual gross directors' remuneration.
| The Board's Risk Committee | NOK per year |
|---|---|
| Chairman | 308,000 |
| Member | 200,000 |
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| The Board's Audit Committee | NOK per year |
|---|---|
| Chairman | 308,000 |
| Member | 200,000 |
| The Board's Compensation Committee | NOK per meeting |
| --- | --- |
| Chairman | 14,800 |
| Member | 11,000 |
| Nomination Committee | NOK per meeting |
| --- | --- |
| Chairman | 11,000 |
| Member | 11,000 |
The new rates will become effective as of 1 May 2026.
If a member resigns before the end of the elected term, the remuneration shall be proportionally reduced in accordance with the period of service.
Item no. 15
APPROVAL OF THE AUDITOR'S REMUNERATION
The Board of Directors proposes that the auditor's remuneration for work with the statutory audit of Storebrand ASA for 2025 be fixed at NOK 1,430,686, including VAT.
The Board of Directors proposes that the General Meeting adopts the following resolution:
The General Meeting fixes the auditor's remuneration for work with the statutory audit of Storebrand ASA for 2025 at NOK 1,430,686, including VAT.
Item no. 16
ELECTION OF A NEW AUDITOR
The Board of Directors makes reference to the statement of the Audit Committee of Storebrand ASA which is available on the Company's website at www.storebrand.no/ir and subsequent consideration by the Board of Directors.
The Board of Directors proposes that Deloitte AS be elected as the new auditor for Storebrand ASA for the financial year starting 1 January 2027.
The Board of Directors proposes that the General Meeting adopt the following resolution:
The General Meeting elects Deloitte AS as the new auditor of Storebrand ASA with effect from the 2027 financial year.
Item no. 17
CLOSING OF THE GENERAL MEETING
No annexes.
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Storebrand
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The Annual General Meeting of Storebrand ASA will be held on Thursday 9 April 2026 at 16:30 (CEST). The meeting will be held digitally via the general meeting portal administered by Euronext Securities Oslo.
Registration form
Storebrand ASA
Annual General Meeting 2026
Registration for the General Meeting can be done by completing and signing this registration form which has to be received by Nordea Bank Abp no later than Tuesday 7 April 2026 at 16:30 (CEST). The registration form can be sent to the email address at [email protected], or alternatively by post to Nordea Bank Abp, Norway branch, Corporate Action NO, Postboks 1166 Sentrum, 0107 Oslo. You may also register on the website www.storebrand.no/ir by the same deadline.
A condition for participation is that the shareholder has provided his/her e-mail address on this registration form. If a shareholder registers to participate at the General Meeting electronically via VPS Investor Services, the shareholder must have registered an e-mail address with VPS Investor Services.
The undersigned will participate at the Annual General Meeting of Storebrand ASA on Thursday 9 April 2026 and (please tick)
☐ Vote for my/our shares
☐ Vote for shares in accordance with the enclosed proxy(ies)
Name of participant (shareholder and/or proxy) (please use block letters)
Email address of the participant (must be completed in order to participate at the General Meeting)
If a shareholder is a company, state the name of the person who will attend on behalf of the company
Shareholders who wish to participate at the General Meeting and request separate access for an adviser are asked to tick the box below and state the name and email address of the adviser.
☐ The undersigned will participate at the general meeting with an adviser and a separate login for him/her is requested
Name and email of the adviser (please use block capitals)
If a shareholder wishes to participate by proxy or with an adviser, they must provide the proxy's or adviser's email address when registering. Link and a separate login to the Euronext Securities Portal, access codes (username and password) and the user guide for attendance will be sent by email to the proxy/adviser. Registration of participation by proxy or adviser may only be made by submitting this form (and not by electronic registration in VPS Investor Services).
Date
Place
Shareholder's signature
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Proxy
Storebrand ASA
Annual General Meeting 2026
If you do not 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 7 April 2026 at 16:30 (CEST). The form can be sent to the email address at [email protected], or alternatively by post to Nordea Bank Abp, Norway branch, Corporate Action NO, Postboks 1166 Sentrum, 0107 Oslo.
The undersigned shareholder in Storebrand ASA hereby gives:
☐ Chairman of the Board Jarle Roth
☐ CEO Odd Arild Grefstad
☐ Other:
Name of proxy or no name (blank)
the authority to attend and cast a vote for my/our shares at the Annual General Meeting of Storebrand ASA on Thursday 9 April 2026.
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:
| Item | Agenda for the Annual General Meeting 2026 | For | Against | Abstain | Proxy decides |
|---|---|---|---|---|---|
| 2. | Election of the Chairman of the Meeting | ||||
| Anders Arnkværn | |||||
| 3. | Approval of the meeting notice and agenda for the meeting | ||||
| 4. | Election of an individual to sign the minutes jointly with the Chairman of the Meeting | ||||
| 5. | Briefing on the operations and activities | ||||
| 6. | Approval of the annual financial statements and report of the Board of Directors, including allocation of the profit for the year. The Board proposes a dividend of NOK 5.40 per share for 2025 | ||||
| 7. | Board of Directors' Corporate Governance Statement | ||||
| 8. | Board of Directors' Report on the Fixing of Salaries and Other Remuneration to Executive Personnel (advisory vote) | ||||
| 9. | Board of Directors' Guidelines on the Fixing of Salaries and Other Remuneration to Executive Personnel | ||||
| 10. | The Board of Directors' proposal for a reduction in share capital | ||||
| 11. | Board of Directors' proposed authorisation of the Board of Directors by the General Meeting | ||||
| 11.1 Authorisation for the Company's acquisition of treasury shares |
| Item | Agenda for the Annual General Meeting 2026 | For | Against | Abstain | Proxy decides |
|---|---|---|---|---|---|
| 11.2 | Authorisation to increase the Company's share capital by issuing new shares | ||||
| 11.3 | Authorisation to raise subordinated loan capital | ||||
| 12. | Election of directors to the Board of Directors, including election of the Chairman of the Board and Deputy Chairman | ||||
| (Nomination Committee's recommendation) | |||||
| Jarle Roth | |||||
| Martin Skancke | |||||
| Christel Elise Borge | |||||
| Viveka Ekberg | |||||
| Janne Flessum | |||||
| Benjamin Kristoffer Golding | |||||
| Line M. Hestvik | |||||
| Election of Chairman of the Board | |||||
| Jarle Roth | |||||
| Election of Deputy Chairman | |||||
| Martin Skancke | |||||
| 13. | Election of members to the Nomination Committee, including election of the Committee Chairman | ||||
| (Nomination Committee's recommendation) | |||||
| Nils Bastiansen | |||||
| Ivar Qvist | |||||
| Liv Monica Stubholt | |||||
| Lars Jansen Viste | |||||
| Election of the Nomination Committee Chairman | |||||
| Nils Bastiansen | |||||
| 14. | Remuneration to | ||||
| Board of Directors | |||||
| Board committees | |||||
| Nomination Committee | |||||
| 15. | Approval of the auditor's remuneration | ||||
| 16. | Election of a new auditor | ||||
| Deloitte AS |
Shareholder's name and address
Date
Place
Shareholder's signature
If the shareholder is a legal entity, please enclose/attach documentation specifying the right to sign.
PIN-code:
Ref-no:
Advance vote
Storebrand ASA
Annual General Meeting 2026
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 7 April 2026 at 16:30 (CEST). The form can be sent to the email address at [email protected], or alternatively by post to Nordea Bank Abp, Norway branch, Corporate Action NO, Postboks 1166 Sentrum, 0107 Oslo. You may also cast your vote in advance on the website www.storebrand.no/ir by the same deadline.
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.
Please tick the appropriate box to indicate your vote for the following items:
| Item | Agenda for the Annual General Meeting 2026 | For | Against | Abstain |
|---|---|---|---|---|
| 2. | Election of the Chairman of the Meeting | |||
| Anders Arnkværn | ||||
| 3. | Approval of the meeting notice and agenda for the meeting | |||
| 4. | Election of an individual to sign the minutes jointly with the Chairman of the Meeting | |||
| 5. | Briefing on the operations and activities | |||
| 6. | Approval of the annual financial statements and report of the Board of Directors, including allocation of the profit for the year. The Board proposes a dividend of NOK 5.40 per share for 2025 | |||
| 7. | Board of Directors' Corporate Governance Statement | |||
| 8. | Board of Directors' Report on the Fixing of Salaries and Other Remuneration to Executive Personnel (advisory vote) | |||
| 9. | Board of Directors' Guidelines on the Fixing of Salaries and Other Remuneration to Executive Personnel | |||
| 10. | The Board of Directors' proposal for a reduction in share capital | |||
| 11. | Board of Directors' proposed authorisation of the Board of Directors by the General Meeting | |||
| 11.1 Authorisation for the Company's acquisition of treasury shares | ||||
| 11.2 Authorisation to increase the Company's share capital by issuing new shares | ||||
| 11.3 Authorisation to raise subordinated loan capital | ||||
| 12. | Election of directors to the Board of Directors, including election of the Chairman of the Board and Deputy Chairman (Nomination Committee's recommendation) | |||
| Jarle Roth | ||||
| Martin Skancke | ||||
| Christel Elise Borge | ||||
| Viveka Ekberg | ||||
| Janne Flessum | ||||
| Benjamin Kristoffer Golding | ||||
| Line M. Hestvik | ||||
| Election of Chairman of the Board | ||||
| Jarle Roth |
| Item | Agenda for the Annual General Meeting 2026 | For | Against | Abstain |
|---|---|---|---|---|
| 13. | Election of Deputy Chairman | |||
| Martin Skancke | ||||
| Election of members to the Nomination Committee, including election of the Committee Chairman | ||||
| (Nomination Committee's recommendation) | ||||
| Nils Bastiansen | ||||
| Ivar Qvist | ||||
| Liv Monica Stubholt | ||||
| Lars Jansen Viste | ||||
| Election of the Nomination Committee Chairman | ||||
| Nils Bastiansen | ||||
| 14. | Remuneration to | |||
| Board of Directors | ||||
| Board committees | ||||
| Nomination Committee | ||||
| 15. | Approval of the auditor's remuneration | |||
| 16. | Election of a new auditor | |||
| Deloitte AS |
Shareholder's name and address
Date
Place
Shareholder's signature
If the shareholder is a legal entity, please enclose/attach documentation specifying the right to sign.