Storebrand ASA Annual General Meeting (AGM) Storebrand ASA Annual General Meeting (AGM)

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1 NOTICE OF ANNUAL GENERAL MEETING 2003 The Annual General Meeting of Storebrand ASA will be held on Wednesday 28 April 2004 at 4.30 pm CET at Felix Conference Centre, Felix 1, Bryggetorget 3, Oslo, Norway REGISTRATION FORM Storebrand ASA Annual General Meeting (AGM) Notice that you wish to attend the AGM may be given with this registration form. All registrations must be received by Nordea Bank Norge ASA no later than Friday 23 April 2004 at 4 pm CET. Address: Nordea Bank Norge ASA, Issuer Services, PO.Box 1166 Sentrum, N-0107 Oslo, Norway. Telefax: You may also register over the Internet at or by telephone : within the same date. Admission cards and voting material will be distributed at the AGM. The undersigned will attend the AGM of Storebrand ASA on Wednesday 28 April 2004 and Vote for my/our shares Number of shares as of 31 March 2004: Vote for other shares in accordance with the enclosed authority(ies) Date Shareholder s signature PROXY FORM Storebrand ASA Annual General Meeting (AGM) If you cannot personally attend the AGM, you may appoint a Proxy by using this Proxy Form. All Proxy Forms must be received by Nordea Bank Norge ASA no later than Friday 23 April 2003 at 4 pm CET. Address: Nordea Bank Norge ASA, Issuer Services, PO.Box 1166 Sentrum, N-0107 Oslo, Norway. Telefax: You may also register by to issuerservices.no@nordea.com within the same date. If you are registered to attend but prevented from being present, a signed and dated proxy may be submitted at the AGM. The undersigned hereby declares: Chairman Leiv L. Nergaard CEO Idar Kreutzer Proxy s name or no name (in blanco) as Proxy with the authority to attend and vote at Storebrand s Annual General Meeting on Wednesday 28 April Number of shares as of 31 March 2004: Date Shareholder s signature

2 Appendix 1 Proposed Agenda: 1. Opening of the Annual General Meeting (AGM) 2. Approval of the AGM Notice and Agenda 3. Presentation of the register showing shareholders present and proxies 4. Election of two persons to sign the minutes together with the Chairman of the Meeting 5. Management Report 6. Presentation of the 2003 annual report and accounts and approval of the annual accounts and annual report for the company and the group. The Board proposes a dividend of NOK 0.80 per share for Corporate Governance in the Storebrand group 8. Mandate for the Board to issue new shares to employees up to NOK 3 million 9. Mandate for the Board to buy back up to 10% of the company s own shares 10. Determination of the number of members of the Board of Representatives and election of members and deputies 11. Election of members to the Election Committee 12. Election of members and deputies to the Control Committee 13. Remuneration of the members of the Board of Representatives, the Control Committee and the Election Committee 14. Election of new auditor 15. Amendments to the Articles of Association 16. Approval of the auditors fee 17. Closing of the AGM Supporting documentation for items 8-15 is enclosed with this Notice. The Annual General Meeting will be opened and chaired by the Chairman of the Board of Representatives. The annual accounts for 2003, the auditors report and the Board of Representatives statement have been sent to all shareholders. Oslo, 31 March 2004 Svein Ullring, Chairman of the Board of Representatives

3 Appendix to item 8 Proposed mandate to issue new shares to employees 2 The Storebrand group has carried out annual share issues for employees since The objective is to create closer links between the company s employees and the process of value creation in the company by ensuring that as many employees as possible are also shareholders. The Board of Storebrand ASA will ask the Annual General Meeting for a mandate valid for one year to increase the company s share capital by up to NOK 3 million by a cash issue of shares. The right to subscribe for shares will be restricted to employees of the Storebrand group. Appendix to item 9 Proposed mandate to buy back up to 10% of the company s own shares Storebrand wishes to have available a variety of tools for the task of maintaining an optimal capital structure of the group. The Board will ask the Annual General Meeting for a mandate to allow the company to acquire shares in Storebrand ASA representing up to 10% of the total share capital. The lowest and highest price per share that will be permitted will be NOK 5 and NOK 75 respectively. It is proposed that the Board 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. The Board will ask that the mandate be granted for the period to the next Annual General Meeting. Appendix to item 10 - The number of members of the Board of Representatives and the election of members and deputies The Board of Representatives of Storebrand ASA currently has 30 members and 12 deputies. Of these members, 20 members and 8 deputies are elected by the General Meeting. The remaining members and deputies are elected by and from among the group s employees. The Election Committee will propose to the Annual General Meeting that the number of members of the Board of Representative should be reduced to 18 members and 8 deputies, with 12 of the 18 members and 5 of the 8 deputy members to be elected by the General Meeting. The remaining members and deputies will be elected by and from among the group s employees. The Election Committee proposes that the Annual General Meeting elect the following persons to the Board of Representatives: Full members: Sven Ullring Inger Lise Gjørv Stein Erik Hagen Eli Sætersmoen Finn Jebsen Ole Enger Rune Selmar Johan H. Andresen jr. Arvid Grundekjøn Barbara R.M. Thoralfsson Vibeke Hammer Madsen Merete Egelund Valderhaug Deputy members: Terje R. Venold Margareth Øvrum Roar Engeland Marius Steen Lars Tronsgaard (new appointment, formerly a deputy member) (new appointment, formerly a full member) (new appointment, formerly a full member) (new appointment Deputy Chief Executive of Folketrygdfondet, the Norwegian National Insurance Scheme Fund)

4 Appendix to item 11 - Election of members to the Election Committee Appendix 2 The Annual General Meeting is required to elect 3 members to the Election Committee, which has 4 members and 1 observer. The observer participates as a full member of the Committee when the Committee considers its recommendation for the election of the Chairman of the Board of Directors, cf. Article 2-8, second paragraph, item 9, of the Articles of Association. The observer is elected by the group s employees. The chairman of the Board of Representatives is the fourth member of the Committee. The Election Committee proposes that the Annual General Meeting elect the following persons to the Election Committee: Finn Jebsen Stein Erik Hagen Rune Selmar Appendix to item 12 - Election of members and deputies to the Control Committee The Control Committee for Storebrand ASA currently has 5 members and 1 deputy. All these positions fall due for election in The Board of Representatives has resolved that the Control Committee should be reduced in size to 4 members and 1 deputy member. Sverre Bjørnstad (new chairman) Harald Moen Carl Graff-Wang Hanne Harlem (new appointment Director of the University of Oslo) Deputy member: Jon Ansteinsson Appendix to item 13 Remuneration of the members of the Board of Representatives, the Control Committee and the Election Committee The Election Committee proposes that the Annual General Meeting should approve certain changes to the remuneration paid to members of the Board of Representatives and the Control Committee. In addition it is proposed that the members of the Election Committee should in future receive remuneration. Remuneration of the Board of Representatives Chairman NOK 105,000 (currently NOK 70,000) Deputy Chairman NOK 35,000 (currently NOK 35,000) Member NOK 5,000 + NOK 4,000 per meeting (currently NOK 5,000 + NOK 3,000 per meeting) Remuneration of the Control Committee Chairman NOK 170,000 (currently NOK 120,000 + NOK 3,500 per meeting) Member NOK 130,000 (currently NOK 100,000 + NOK 3,000 per meeting) Deputy NOK 130,000 (currently NOK 75,000 + NOK 3,000 per meeting) In addition it is proposed that where the Committee holds more than 8 meetings in a calendar year, additional fees will be paid for each further meeting at the rate of NOK 5,000 for the Chairman and NOK 4,000 for other members. Remuneration of the Election Committee Chairman NOK 2,500 per meeting Member NOK 2,000 per meeting

5 Appendix to item 14 Election of new auditor 2 Storebrand has used the same external auditor since In autumn 2003 the company started a process to review the audit services it uses and to invite tenders for this work. Audit Committee of the Board of Storebrand ASA initiated and has been closely involved with this process. The full Board has considered the matter and submitted its recommendations to the Board of Representatives of Storebrand ASA. The Board of Representatives has decided to follow the Board s recommendation in this matter, and recommends that the Annual General Meeting of Storebrand ASA should appoint the auditor Deloitte as the group s new external auditor. Appendix to item 15 - Amendments to the Articles of Association of Storebrand ASA at The Board proposes the following changes to the company s Articles of Association. The requirement contained in section 4-4 of the Public Limited Liability Companies Act that a register of shareholders is held with Verdipapirsentralen (the Norwegian Central Securities Depository) has been changed as a result of the new legislation on the registration of financial instruments (the Securities Registration Act). This requires an equivalent change to Articles 1-3 and 1-4 of the Articles of Association to refer to a securities register rather than Verdipapirsentralen. The final paragraph of Article 1-3 (Share capital) shall read: The company s shares shall be registered with a securities register. The first paragraph, first sentence of Article 1-4 (Share transfers) shall read: All acquisitions of shares shall be notified to the securities register with which the company s shares are registered. As a result of the approval of new regulations on the control of ownership of financial institutions, the restrictions on voting rights set out in Section 2-4 of the Financial Institutions Act are no longer in force. Article 2-7 includes these restrictions, and this section of the Article must now be deleted. The fourth paragraph of Article 2-7 (Annual General Meeting) shall be deleted. It is proposed that the Articles of Association be amended to clarify that the employees shall elect up to 4 deputies to the Board of Representatives. The third paragraph, first sentence, of Article 2-5 (Board of Representatives) is amended to read as follows: 1/3 of the members and up to 4 deputy members shall be elected by and from among the group s employees. It is proposed that the Articles of Association be amended to clarify that Article 2-10 provides for the Election Committee to make recommendations for the election of up to 20 members and up to 8 deputy members to the Board of Representatives: Second paragraph, item 1, of Article 2-10 (Election Committee) is amended to read as follows: 1. The election by the General Meeting of up to 20 members and up to 8 deputy members to the Board of Representatives.

MINUTES OF THE 2008 ANNUAL GENERAL MEETING OF STOREBRAND ASA

MINUTES OF THE 2008 ANNUAL GENERAL MEETING OF STOREBRAND ASA The 2008 Annual General Meeting of Storebrand ASA (the AGM ) was held at 16.30 hours on 23 April 2008 at the Felix Konferansesenter in Oslo.