MINUTES OF THE ANNUAL GENERAL MEETING OSLO BØRS VPS HOLDING ASA

Transcription

1 Office translation MINUTES OF THE ANNUAL GENERAL MEETING OF OSLO BØRS VPS HOLDING ASA The Annual General Meeting of Oslo Børs VPS Holding ASA was held on 23 May 2011 at hrs at the offices of Oslo Børs ASA, Tollbugata 2, Oslo. The Chairman of the Board of Directors, Leiv Askvig, 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 chairman for the meeting and a person to sign the minutes jointly with the chairman 3. To approve the Notice calling the meeting and the Agenda 4. To receive for information the reports for 2010 by the control committees for Verdipapirsentralen ASA and Oslo Clearing ASA 5. To approve the Annual Report and Accounts for 2010, including the distribution of a dividend 6. Election of members to the Board of Directors 7. Presentation of nominations to the boards of directors of Verdipapirsentralen ASA and to the control committees of Verdipapirsentralen ASA and Oslo Clearing ASA 8. To determine the remuneration of the members of the Board of Directors and the Nomination Committee, and to approve the remuneration of the control committees 9. To determine the fee payable to the auditor 10. To grant a Mandate to the Board of Directors for the company s purchases of its own shares 11. To receive a statement on the remuneration of the chief executive officer and other senior employees. 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 chairman for the meeting and a person to sign the minutes jointly with the chairman Leiv Askvig was proposed and elected as the chairman for the meeting. Ole E. Dahl was proposed and elected to sign the minutes jointly with the chairman 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.

2 4. Reports of the control committees for Verdipapirsentralen ASA and Oslo Clearing ASA for 2010, 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 the annual reports of the control committees for Verdipapirsentralen ASA and Oslo Clearing for Approval of the Annual Report and Accounts for 2010, 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 for The Chairman of the Board of Directors, Leiv Askvig, gave a brief account of the work of the Board. The company s auditor, Atle Hørlyk of Ernst & Young, attended the meeting to answer questions on the auditor s report for Oslo Børs VPS Holding ASA for He presented the audit report and read the conclusions to the meeting. That the Directors Report and Annual Accounts of Oslo Børs VPS Holding ASA for 2010 be approved. That a dividend of NOK 8 per share, totalling NOK 344,032,000, be distributed to the holders of shares in Oslo Børs VPS Holding ASA on 23 May Election of members to the Board of Directors The Nomination Committee, represented by Erik Must, reported on the work of the Nomination Committee and the recommendations circulated to shareholders in advance. The Annual General Meeting hereby re-elects the following members for a term of office expiring in 2013: Leiv Askvig (Chair) Liv Gisèle Marchand (Deputy Chair) Benedicte Schilbred Fasmer Svein Støle Ottar Ertzeid

3 7. Presentation of nominations to the board of directors of Verdipapirsentralen ASA and to the control committees of Verdipapirsentralen ASA and Oslo Clearing ASA Erik Must of the Nomination Committee reported on the Nomination Committee s recommendations. The Board of Directors of Verdipapirsentralen ASA: The Annual General Meeting recommends that Kim Dobrowen, Leiv Askvig, Bente A. Landsnes and Knut Erik Robertsen be re-elected. The control committees of Verdipapirsentralen ASA and Oslo Clearing ASA: The Annual General Meeting recommends that Håkon Persen Søderstrøm be reelected as the chairman and that Jan Henriksen be elected to replace Kjell Sverre Hatlen as a member of the control committees for Verdipapirsentralen ASA and Oslo Clearing ASA for a two-year term of office. 8. Determination of the remuneration of the members of the Board and the Nomination Committee, and approval of the remuneration of the control committees Erik Must of the Nomination Committee reported on the Nomination Committee s proposals. The following rates of remuneration are valid as of the date of the Annual General Meeting: The boards: Chair Deputy Chair Member Figures in NOK 2010 Proposed 2010 Proposed 2010 Proposed Oslo Børs VPS Holding 210, , , , , ,000 Oslo Børs 158, , , , , ,000 Verdipapirsentralen 184, , , , , ,000 Employee 105, ,000 representatives Deputy members 3,300 per 3,500 (elected by employees) meeting Deputy members (elected by shareholders) 11,000 per meeting 11,500 Members of the Board of Directors that sit on sub-committees of the Board should receive additional remuneration per meeting, following the changes to the rates of remuneration, of NOK 4,700 for members and NOK 5,800 for the chair in respect of their work on such sub-committees (the equivalent amounts prior to the proposed increase were NOK 4,500 and NOK 5,500 respectively). No other additional remuneration is paid to any member of the Board of Directors.

4 In the case of the employee representatives, the remuneration shall apply per member regardless of the number of appointments as a member or observer the individual may hold in the group, for example if an individual is initially appointed as an observer and then becomes full member. Control committees: The Annual General Meeting hereby endorses the recommendations made by the Nomination Committee for the remuneration of the members of the control committees: Verdipapirsentralen ASA Oslo Clearing ASA Figures in NOK 2010 Proposed for 2010 Proposed for Chair 105, ,000 42,000 44,000 Member/deputy member 69,000 72,000 28,000 29,000 The rates of remuneration will be formally approved by the annual general meetings of Verdipapirsentralen ASA and VPS Clearing ASA. 9. Determination of the fee payable to the auditor The Annual General Meeting hereby approves the fee payable to the auditor for the ordinary audit of the unconsolidated accounts of Oslo Børs VPS Holding ASA for the 2010 financial year in the amount of NOK 240, Mandate to the Board for the company to purchase its own shares Leiv Askvig explained the background for the Board s proposal. The Annual General Meeting hereby grants the Board of Directors a mandate for the company to acquire 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 mandate can only be exercised for the purposes of the share purchase program 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. This Mandate shall be valid until the next Annual General Meeting, and shall therefore expire no later than 30 June 2012.

5 11. Statement on the remuneration of the chief executive officer and other senior employees Leiv Askvig explained the background for the Board of Directors proposal. The Annual General Meeting passed the following advisory resolution: The Annual General Meeting hereby endorses the Board of Directors guidelines on the remuneration of the senior executives. o O o There were no other matters for consideration. The Annual General Meeting was declared closed at 16:35. Oslo, 23 May 2011 Leiv Askvig. Ole E. Dahl Appendix: Register of shareholders present and votes represented at the meeting by proxy.