MINUTES OF THE 2008 ANNUAL GENERAL MEETING OF STOREBRAND ASA

Transcription

1 MINUTES OF THE 2008 ANNUAL GENERAL MEETING OF STOREBRAND ASA The 2008 Annual General Meeting of Storebrand ASA (the AGM ) was held at hours on 23 April 2008 at the Felix Konferansesenter in Oslo. In accordance with 5-12 (3), last sentence, of the Public Limited Liability Companies Act, cf. Article 2-8, first paragraph, of the Articles of Association, the AGM was chaired by the Chairman of the Board of Representatives, Terje R. Venold. 1. Opening of the AGM The Chairman of the Board of Representatives declared the meeting open. 2. Presentation of the register showing shareholders present and proxies The register of shareholders present and shareholder proxies approved by the auditor was presented to the meeting. The register showed the following: Present at the AGM were: 85 participants Number of shares represented by the participants: 51,866,682 Number of shares represented by proxies: 197,984,640 The total number of shares represented at the meeting was therefore: 249,851,322 equivalent to 55.53% of the total number of shares in the company. A report of shareholders present and proxies is provided as an Appendix to these Minutes. 3. Approval of the AGM notice and agenda No objections were raised to the notice calling the AGM or to the proposed agenda. The Chairman of the Meeting therefore declared that the AGM was properly constituted and declared the agenda approved as distributed. 4. Election of two persons to sign the Minutes together with the Chairman of the Meeting The following persons were elected to join the Chairman in signing the Minutes: 1. Lydur Gudmundsson 2. Nille Anna Varmann Jørgensen 5. Management Report The meeting was addressed by Idar Kreutzer, Chief Executive Officer of the Storebrand group, who delivered a presentation of the company s performance in The AGM posed questions and made comments on the presentation.

2 6. Presentation of the 2007 annual report and accounts and approval of the annual report and accounts. The Board of Directors proposes a dividend of NOK 1.20 per share for 2007 The annual accounts and the annual report by the Board of Directors for 2007, together with the auditor s report and the statements by the Control Committee and the Board of Representatives, were sent out with the Notice calling the AGM. The meeting was addressed by the company s Chief Financial Officer, Odd Arild Grefstad, who presented the main features and key figures of the annual accounts for The Chairman of the Board of Directors, Leiv L. Nergaard, commented on the dividend for 2007 proposed by the Board of Directors. Against the background of the dividend policy, the earnings reported for 2007 and the group's capital situation, the Board of Directors had recommended that a dividend of NOK 1.20 per share be paid in respect of the 2007 accounting year. State Authorised Public Accountant Ingebret G. Hisdal, of Deloitte AS, the Company s auditor, presented the audit report on the 2007 accounts dated 12 February The Chair of the Control Committee, Attorney Elisabeth Wille, presented the Control Committee's statement for 2007, dated 26 February The Chairman of the Board of Representatives, Terje R. Venold, presented the statement of the Board of Representatives for 2007, dated 11 March The AGM posed questions and made comments on the presentation, and then approved the following The proposed Annual report and Annual Accounts for Storebrand ASA and the Storebrand Group for 2007 submitted by the Board of Directors is adopted as the Annual Report and Annual Accounts for Storebrand ASA and the Storebrand Group for 2007 A dividend of NOK 1.20 per share will be paid for 2007 except for the company s holding of own shares. The dividend will be paid on 6 May Statement by the Board of Directors on the salary and other remuneration of senior executives The Chairman of the Board of Directors, Leiv L. Nergaard, presented the matter and put forward the Board's statement on the salary and other remuneration of the company's senior executives, as approved by the Board in accordance with 6-16a of the Public Limited Liability Companies Act, and based on the group's guidelines for remuneration of senior employees of the Storebrand group. The Chairman of the Board explained the background for the change to Note 4 to the accounts in respect of the Board of Directors' statement on the salary and other remuneration of senior executives.

3 The AGM posed questions and made comments on the matter, and then approved the following The Annual General Meeting hereby ratifies the Board's statement on the salary and other remuneration of senior executives and approves the aspects of the guidelines that apply to remuneration as mentioned in 6-16a, first paragraph, third sentence, item 3, of the Public Limited Liability Companies Act, hereunder the long term incentive scheme for senior executives. 8. Mandate for the Board of Directors to buy back up to 10% of the company s own shares The Chairman of the Board of Directors, Leiv L. Nergaard, explained the background for the proposal to grant a mandate for the Board of Directors to buy back up to 10% of the shares in the company. The AGM posed questions and made comments on the proposal. The AGM approved the following The Annual General Meeting hereby grants a mandate to the Board of Directors to allow the company to acquire shares in Storebrand ASA of total nominal value NOK 224,954,945, subject to the total holding of shares not exceeding 10% of the company's share capital at any time. The lowest and highest price per share that will be permitted will be NOK 5 and NOK 100 respectively. The Board of Directors of Storebrand ASA will be free to buy and sell shares in such manner as it considers appropriate, while adhering to the general principles of equal treatment for all shareholders. If the company sells own shares, the mandate shall apply to the purchase of new shares to replace the shares sold subject to the total holding of own shares not exceeding 10% of the total share capital. The mandate is valid until the next Annual General Meeting. 9. Election of members and deputy member to the Board of Representatives The Chairman of the Board of Representatives reported on the work of the Election Committee and its proposal, as distributed in advance, for the election of members and deputy members to the Board of Representatives. All the candidates had been approached and had expressed their willingness to be elected.

4 In accordance with the proposal submitted by the Election Committee, the AGM approved the following The following persons are elected as members to the Board of Representatives: Terje R Venold Inger Lise Gjørv Arvid Grundekjøn Olaug Svarva Marius Steen Lydur Gudmundsson The following person is elected as deputy member to the Board of Representatives: Trond Berger 10. Election of members to the Election Committee The Chairman of the Board of Representatives reported on the work of the Election Committee and its proposal, as distributed in advance, for the election of members to the Election Committee. All the candidates had been approached and had expressed their willingness to be elected. In accordance with the proposal submitted by the Election Committee, the AGM approved the following The following persons are elected as members to the Election Committee: Dag J. Opedal Johan H. Andresen jr. Olaug Svarva 11. Election of members and a deputy member to the Control Committee The Chairman of the Board of Representatives reported on the work of the Election Committee and its proposal, as distributed in advance, for the election of members to the Control Committee. All the candidates had been approached, and had expressed their willingness to be elected. In accordance with the proposal submitted by the Election Committee, the AGM approved the following The following persons are elected as members to the Control Committee:

5 Elisabeth Wille (Chair) Ida Hjort Kraby The following person is elected as deputy member to the Control Committee: Erling Naper 12. Remuneration of the members of the Control Committee, the Board of Representatives and the Election Committee The Chairman of the Board of Representatives reported, in his capacity as the Chairman of the Election Committee, on the proposal by the Election Committee, as distributed in advance, to revise the remuneration of the members of the Control Committee and the Election Committee. No changes are proposed to the remuneration of the members of the Board of Representatives. The AGM approved the following The remuneration paid to members of the Control Committee is set at: Chair NOK 230,000 (currently NOK ) Members NOK 180,000 (currently NOK ) Deputy members NOK 180,000 (currently NOK ) Additional remuneration of NOK 5,000 for the chairman and NOK 4,000 for other members for meetings above eight meetings in a calendar year. The remuneration paid to members of the Election Committee is set at: Chair NOK 6,000 per meeting (currently NOK 5 000) Members NOK 4,000 per meeting (currently NOK 3 000) 13. Changes to the Articles of Association The Chairman of the Board of Directors, Leiv L. Nergaard, explained the Board's proposals for changes to the Articles of Association. The AGM approved the following Article 2-2 of the Articles of Association is hereby amended as follows: The Board of Directors shall consist of 9 or 10 directors without deputies. 6 or 7 directors shall be elected by the Board of Representatives for a one (1) year term of office. 3 directors shall be elected by and from among the employees for a two (2) year term of office in accordance with specific rules.

6 Article 2-7, second paragraph, of the Articles of Association is hereby amended as follows: The Annual General Meeting shall be convened by the Chairman of the Board of Representatives. The notice calling an Annual General Meeting shall be sent to all shareholders whose address is known no later than two weeks before the meeting is to be held. Article 1-2 of the Articles of Association is hereby amended as follows: The object of the company is, as the parent company of a financial business group, to manage its equity interests in the Group in accordance with the Norwegian Financial Institutions Act. Article 1-4, first paragraph, of the Articles of Association is hereby amended as follows: All acquisitions of shares shall be notified to the securities register with which the company's shares are registered. 14. Approval of the auditor s fee, including the Board of Directors report on the allocation of the fee between auditing and other services The Chairman of the Board of Directors, Leiv L. Nergaard, provided an account of the auditor's fees for audit of the annual accounts, other reporting duties and taxation advice as well as fees charged by the auditor for work other than auditing carried out for the Storebrand group for The AGM approved the following The auditor s fee for auditing Storebrand ASA for 2007 is set at NOK 950, Closing of the AGM There was no other business on the agenda. The Chairman of the Meeting thanked the shareholders present for attending the meeting, and the meeting was declared closed at hours. Oslo, 23 April 2008 Terje R Venold Nille Anna Varmann Jørgensen Lydur Gudmundsson

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