The Annual General Meeting of Oslo Børs VPS Holding ASA was held on 26 May 2014 at hrs at the offices of Oslo Børs ASA, Tollbugata 2, Oslo.

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1 MINUTES OF THE ANNUAL GENERAL MEETING OF OSLO BØRS VPS HOLDING ASA (This is a translation from Norwegian. In case of discrepancies the Norwegian version shall prevail.) The Annual General Meeting of Oslo Børs VPS Holding ASA was held on 26 May 2014 at hrs at the offices of Oslo Børs ASA, Tollbugata 2, Oslo. The Acting Chair of the Board of Directors, Benedicte Schilbred Fasmer, declared the meeting open. The business of the Annual General Meeting was as follows: 1. To take a register of shareholders attending 2. To elect a chair for the meeting and a person to sign the minutes jointly with the chair 3. To approve the Notice calling the meeting and the Agenda 4. To receive for information the reports for 2013 by the control committees for Verdipapirsentralen ASA and Oslo Clearing ASA 5. To approve the Annual Report and Accounts for 2013, including the distribution of a dividend 6. To determine the fee payable to the auditor 7. To receive a statement on the remuneration of the chief executive officer and other senior employees 8. Election of members to the Board of Directors 9. Amendment to the Mandate for the Nomination Committee 10. To determine the remuneration of the members of the Board of Directors and the Nomination Committee, and to approve the remuneration of control committee members 11. Election of members to the Nomination Committee 12. Recommendations for nominations to the Board of Directors of Oslo Børs ASA, the Board of Directors of Verdipapirsentralen ASA and to the Control Committee of Verdipapirsentralen 13. To grant a Mandate to the Board of Directors for the company s purchases of its own shares 14. To grant a Mandate to the Board of Directors to approve the distribution of dividends 1. Register of shareholders attending A register was taken of shareholders present and votes represented at the meeting. The register is attached as an appendix to these minutes. 2. Election of a chair for the meeting and a person to sign the minutes jointly with the chair Benedicte Schilbred Fasmer was proposed and elected as the chair for the meeting. Odd Rune Heggheim was proposed and elected to sign the minutes jointly with the chair for the meeting. 3. Approval of the Notice calling the meeting and the Agenda No objections were raised to the Notice or the Agenda, and the meeting was therefore deemed to be legally convened. 1

2 4. Reports of the control committees for Verdipapirsentralen ASA and Oslo Clearing ASA for 2013, for information The chairman of the control committees, Håkon Persen Søderstrøm, gave an account of the reports of the control committees of Verdipapirsentralen ASA and Oslo Clearing ASA for The Annual General Meeting received and duly noted for information the annual reports of the control committees for Verdipapirsentralen ASA and Oslo Clearing for Approval of the Annual Report and Accounts for 2013, including the distribution of a dividend The Chief Executive Officer, Bente A. Landsnes and the Chief Financial Officer, Geir Heggem, presented the Annual Report and Accounts. The Acting Chair of the Board of Directors, Benedicte Schilbred Fasmer, gave a brief account of the work of the Board including the Board's proposal for the dividend. The company s auditor, Lars Inge Pettersen of KPMG, attended the meeting to answer questions on the auditor s report for Oslo Børs VPS Holding ASA for Lars Inge Pettersen presented the audit report and read the conclusions to the meeting. The Annual Accounts and Annual Report of Oslo Børs VPS Holding ASA for 2013 be and hereby is approved. A dividend of NOK 7.00 per share shall be distributed to the holders of shares in Oslo Børs VPS Holding ASA as of 26 May Dividends shall not be distributed to the company on the basis of treasury shares. 6. Determination of the fee payable to the auditor The General Meeting hereby approves the fee payable to the auditor for the ordinary audit of the annual accounts of Oslo Børs VPS Holding ASA for the financial year 2013 in the amount of NOK 150, Statement on the remuneration of the chief executive officer and other senior employees Benedicte Schilbred Fasmer explained the background for the Board of Directors proposal. The Annual General Meeting passed the following advisory resolution: The General Meeting hereby endorses the Board of Directors guidelines on the remuneration of the senior executives. 2

3 8. Election of members to the Board of Directors The members of the Group Board of Directors until the Annual General Meeting in 2015 are as follows: Benedicte Schilbred Fasmer (Chair) Harald Espedal (Deputy Chair) Ottar Ertzeid Wenche Agerup Widar Salbuvik 9. Amendment to the Mandate for the Nomination Committee proposal. The Annual General Meeting hereby resolves that the following wording at Section 8 of the current Mandate for the Nomination Committee: The remuneration paid to the members of the Nomination Committee shall be based on invoices for the time spent on the work of the Nomination Committee. The Nomination Committee shall normally seek the approval of the Chair of the Board for the scale of work it is to undertake. The remuneration of the Nomination Committee shall be determined by the General Meeting. shall be replaced by: The remuneration to the members of the Nomination Committee shall provide adequate compensation so that the members of the committee shall conduct their duties in accordance with this mandate in thorough and professional manner. The determination of the remuneration shall be set by taking into account the remuneration provided by companies that may be comparable with Oslo Børs VPS Holding ASA. The Nomination Committee shall normally seek to agree with the Chairman of the Board of Directors the scale of work it is to undertake. The remuneration shall be determined by the General Meeting. 10. To determine the remuneration of the members of the Board of Directors and the Nomination Committee, and to approve the remuneration of the control committee 3

4 The Boards: In accordance with the Nomination Committee's recommendations, the following rates apply as of the date of the Annual General Meeting: Chair Deputy Chair Member (Figures in NOK) 2013 Proposed for Proposed for Proposed for 2014 Oslo Børs VPS Holding 238, , , , , ,600 Oslo Børs 179, , , , , ,600 Verdipapirsentralen 209, , , , , ,600 Employee Representatives Deputy Members (employees) 120, ,600 3,800 per meeting 3,900 per meeting Members of the Board of Directors who sit on sub-committees of the Board receive additional remuneration following the general increase of NOK 5,400 per meeting for members and NOK 6,500 for the chair in respect of their work on such sub-committees (NOK 5,200 for members and NOK 6,300 for the chair prior to the increase). No other additional remuneration is paid to any member of the Board of Directors. In the case of the employee representatives, the remuneration shall apply per member regardless of the number of appointments as a board member the individual may hold in the group. The remuneration in respect of the members of the boards of directors of Verdipapirsentralen ASA and Oslo Børs ASA is advisory since such remuneration is determined by the general meetings of these companies. Control Committee: The Annual General Meeting endorses the recommendations made by the nomination committee for the annual remuneration of the members of the Control Committee for Verdipapirsentralen ASA as follows: Verdipapirsentralen ASA (Figures in NOK) 2013 Proposed for 2014 Chair 120, ,600 Member/Deputy Member 78,000 80,300 The remuneration in respect of the members of the Control Committee is advisory since such remuneration is determined by the general meeting of Verdipapirsentralen ASA. 4

5 Nomination Committee: In accordance with the Nomination Committee's recommendations, the rates of remuneration for the term of office from May 2014 to May 2015 are as follows: (Figures in Per meeting Maximum for each term NOK) Chair 5,000 40,000 Member 4,000 32, Election of members to the Nomination Committee Bjørn Erik Næss is elected as a new member and Chair of the Nomination Committee. Toril Bariusdotter Ressem and Ola P. Wessel-Aas are re-elected as members of the Nomination Committee. The members of the Nomination Committee until the next Annual General Meeting in 2015 are accordingly as follows: Bjørn Erik Næss (Chair) Toril B. Ressem Ola P. Wessel-Aas. 12. Recommendations for nominations to the Board of Directors of Oslo Børs ASA, the Board of Directors of Verdipapirsentralen ASA and to the Control Committee of Verdipapirsentralen The Annual General Meeting passed the following advisory resolution: The Board of Directors of Oslo Børs ASA: The Annual General Meeting recommends that the Board of Directors of Oslo Børs ASA should include the same members as the board of the holding company, but with the substitution of Ottar Ertzeid (for reasons of possible conflicts of interest) by Øyvind Gjærevoll Schanke, who has particularly relevant expertise in relation to securities markets. It is therefore recommended that the Board of Directors of Oslo Børs ASA should comprise the following members until the next Annual General Meeting in 2015: Benedicte Schilbred Fasmer (Chair) Harald Espedal (Deputy Chair) Wenche Marie Agerup Øyvind Gjærevoll Schanke Widar Salbuvik 5

6 The Board of Directors of Verdipapirsentralen ASA: The Annual General Meeting recommends that the current Board of Directors of Verdipapirsentralen ASA is re-elected and that the Board is supplemented by the election of Benedicte Schilbred Fasmer. It is therefore recommended that the Board of Directors of Verdipapirsentralen ASA should comprise the following members until the next Annual General Meeting in 2015: Kim Dobrowen (Chair) Gunn Oland (Deputy Chair) Bente Avnung Landsnes Knut Erik Robertsen Audun Bø Anne-Lise Kristiansen Benedicte Schilbred Fasmer The Control Committee of Verdipapirsentralen ASA: It is natural that consideration should be given from time to time to bringing new members onto the Control Committee. Given that Vegard Østlien is the member with the longest period of service on the Control Committee, it is natural that he should not stand for re-election to allow for a new appointment. Harald Jægtnes is elected as a new member of the Control Committee. The Annual General Meeting also recommends that Cecilie Kvalheim be re-elected as a member of the Control Committee. Following this, the Annual General Meeting recommends that the composition of the Control Committee be as follows with the terms of office for the respective members as shown: Håkon Persen Søderstrøm, Chair (2015) Jan Henriksen (2015) Cecilie Kvalheim (2016) Harald Jægtnes (2016) 13. Mandate to the Board for the company to purchase its own shares Benedicte Schilbred Fasmer explained the background to the Board s proposal. The General Meeting hereby grants the Board of Directors an authorisation to repurchase for the company shares in Oslo Børs VPS Holding ASA equivalent to up to 1% of the total share capital, i.e. up to shares of nominal value NOK 860,080. The authorisation can only be utilised for the purposes of a share purchase scheme for employees of the group. The lowest and highest price per share that may be paid shall be NOK 10 and NOK 300 respectively. The Board of Oslo Børs VPS Holding ASA shall be free to acquire and sell shares in such manner as the Board considers appropriate, but must adhere at all times to the general principles of equal treatment of all shareholders. The authorisation shall be valid to the next Annual General Meeting, and shall therefore expire no later than 30 June

7 14. Mandate to the Board of Directors to approve the distribution of dividends Benedicte Schilbred Fasmer explained the background to the Board s proposal. The board of directors is authorized pursuant to the Public Limited Companies Act 8-2(2) to approve the distribution of dividends based on the company s annual financial accounts for The authorisation shall remain in force until the Annual General Meeting in * * * * * * * There were no other matters for consideration. The Annual General Meeting was declared closed at 17:10. Oslo, 26 May 2014 Benedicte Schilbred Fasmer Odd Rune Heggheim Appendix: Register of shareholders present and votes represented at the meeting by proxy. 7