MINUTES OF THE 2006 ANNUAL GENERAL MEETING OF STOREBRAND ASA

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1 MINUTES OF THE 2006 ANNUAL GENERAL MEETING OF STOREBRAND ASA The 2006 Annual General Meeting of Storebrand ASA (the AGM ) was held at hours on 3 May 2006 at the Felix Konferansesenter, Felix 1. In accordance with 2-8 of the Articles of Association, the AGM was chaired by the Chairman of the Board of Representatives, Sven Ullring. 1. Opening of the AGM The Chairman of the Board of Representatives declared the meeting open at hours. The members of the Board of Directors of Storebrand ASA present at the meeting were introduced. 2. Approval of the AGM notice and agenda The notice calling the AGM and the agenda proposed by the Board of Directors were distributed to all shareholders registered with the Norwegian Central Securities Depository as at 19 April In addition, the notice calling the AGM and the agenda proposed by the Board of Directors were published in the Norwegian newspapers Aftenposten, Dagsavisen and Dagens Næringsliv on 19 April No objections were raised to the notice calling the AGM or to the agenda proposed by the Board of Directors. The Chairman therefore declared that the AGM was properly constituted and declared the agenda approved as distributed. 3. Presentation of the register showing shareholders present and proxies The register of shareholders present and proxies was put before the meeting: Present at the AGM were: 67 participants Number of shares represented by the participants: 2,085,530 Number of shares represented by proxies: 64,936,669 The total number of shares represented at the meeting was therefore: 67,022,199 equivalent to 25.92% of the total number of shares in the company. A report of shareholders present and proxies is provided as an Appendix to these Minutes. 1

2 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. Nils H. Bastiansen 2. Wenche Kielland Wiborg 5. Management Report The meeting was addressed by the company s Chief Executive Officer, Idar Kreutzer, who delivered a presentation of the company s performance. The major points of the presentation included: Improved group result Financial targets achieved Improvements in major key figures: life insurance risk capital, sales and cost base Sound growth in assets under management, having passed the NOK 200 billion mark Good results in the public sector Price development for the Storebrand share Changes in the pension system and growth expected in the market for long-term savings Mandatory occupational pensions is an area of particular focus where Storebrand has so far been successful, for example through the agreement with the Confederation of Norwegian Enterprises that offers significant potential Investment for future growth The start of P&C sales to the retail market Value creation and corporate responsibility, socially responsible investment policy Skilled employees and the need for targeted monitoring The AGM approved the following resolution, with 18,218 abstentions: The AGM acknowledges the management report. 6. Presentation of the 2005 annual report and accounts and approval of the annual report and accounts. The Board proposes a dividend of NOK 4.00 per share for 2005 The annual accounts and the annual report by the Board of Directors for 2005, together with the auditors report and the statement by the Board of Representatives, were sent to all shareholders for whom the company had an address up to 19 April The meeting was addressed by the company s Chief Financial Controller, Odd Arild Grefstad, who presented the main features of the annual accounts for The presentation highlighted: The group's consolidated accounts have been produced with effect from 2005 in accordance with the International Financial Reporting Standards (IFRS) while the 2

3 unconsolidated accounts of Storebrand ASA have been produced in accordance with Norwegian accounting legislation The strong group profit of NOK 1,442 million and the background to this The consolidated earnings of the group s activities in life-insurance, asset management, banking and non-life insurance Good sales and good balance sheet growth Good return on capital Further improvements in cost base and capital efficiency Sound capital structure that provides the foundation to invest in future growth as well as returning value to shareholders through the dividend and buy-backs of own shares Earnings per share The earnings and balance sheet reported by Storebrand ASA The company s improved financial condition The meeting was then addressed by the Chairman of the Board of Directors, Leiv L. Nergaard, who commented on the dividend proposed by the Board of Directors. It was noted that the dividend policy shall contribute towards giving shareholders a competitive return and towards optimising the company's capital structure. The Board of Directors wishes to have a dividend policy with a long-term horizon and aims for stable yearon-year growth in dividend per share. Against the background of the dividend policy, the earnings reported for 2005 and the group's capital situation, the Board of Directors recommended that a dividend of NOK 4.00 per share be paid in respect of the 2005 accounting year, made up of an ordinary dividend of NOK 1.50 per share and an additional dividend of NOK 2.50 per share. The meeting was addressed by State Authorised Public Accountant Ingebret G. Hisdal, who referred to the audit report and read out the auditors statement in respect of the 2005 accounts. The meeting was addressed by the Chairman of the Control Committee, Actuary Sverre Bjørnstad, who read out the statement of the Control Committee for The Chairman of the Board of Representatives read out the statement of the Board of Representatives for Various shareholders offered comments and questions in respect of re-establishing the group s P&C company and assets under management. The Chief Executive Officer responded to these questions and provided further information on the background to the involvement in P&C insurance. The AGM approved the following resolution, with 1,455,916 abstentions: The proposed Annual Report and Annual Accounts for Storebrand ASA and the Storebrand Group for 2005 submitted by the Board of Directors is adopted as the Annual Report and Annual Accounts for Storebrand ASA and the Storebrand Group for A dividend of NOK 4.00 per share will be paid for 2005 except for the company s holding of own shares purchased over the course of The dividend will be paid on 15 May

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5 7. Reduction in share capital cancellation of own shares The Chairman of the Board of Directors, Leiv L. Nergaard, explained the background for the proposal to reduce the company s share capital by cancelling its holdings of own shares. He noted that the 2004 AGM granted the Board of Directors a mandate to buy back shares in Storebrand ASA. The company has taken advantage of the opportunity to buy back own shares as a tool to establish an appropriate capital structure for the group. The Board does not wish to sell these own shares back to the market and thereby increase the company's capital, but proposes that the shares should be cancelled and the share capital thus reduced. The company's Articles of Association should be amended accordingly. The AGM approved the following resolution unanimously: The company's share capital is reduced from NOK 1,292,631,225 to NOK 1,249,095,525. The reduction will be used to cancel the company's holdings of its own shares in accordance with Chapter 9 of the Public Limited Liability Companies Act. Article 1-3 to be changed from: The company s share capital is NOK 1,292,631,225 divided into 258,526,245 fully paid shares each of par value NOK The company s shares shall be registered with a securities register. to read: The company s share capital is NOK 1,249,095,525 divided into 249,819,105 fully paid shares each of par value NOK The company s shares shall be registered with a securities register. 8. Mandate for the Board 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 shares in the company. Storebrand has the financial capacity and accounting scope to carry out further buy-backs. The Board of Directors wishes to have tools available to maintain an appropriate capital structure for the group, and has therefore asked that the AGM should grant a mandate to the company to acquire shares in Storebrand ASA representing up to 10% of the issued share capital. Consideration will be given to using the mandate to acquire shares for subsequent sale to employees in connection with the employee share purchase program. The AGM approved the following resolution unanimously: The Annual General Meeting of Storebrand ASA mandates the Board of Directors to allow the company to acquire shares in Storebrand ASA representing 10% of the total share capital. The lowest and highest price per share that will be permitted will be NOK 5 and NOK 150 respectively. 5

6 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. The mandate is valid until the next Annual General Meeting. 9. Election of members and deputies to the Board of Representatives The Election Committee s proposal for candidates to be elected to the Board of Representatives was distributed to shareholders together with the notice calling the AGM. The Chairman of the Board of Representatives reported on the work of the Election Committee and its proposal 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. The AGM approved the following resolution in accordance with the proposal submitted by the Election Committee, with 11,302 votes cast against the resolution. The following are elected as members to the Board of Representatives: Arvid Grundekjøn (re-election) Inger-Lise Gjørv (re-election) Stein Erik Hagen (re-election) Ole Enger (re-election) Terje R. Venold (new appointment, formerly deputy member) Margareth Øvrum (new appointment, formerly deputy member) Olaug Svarva The following are elected as deputy members to the Board of Representatives: Trond Bjørgan Petter Jansen Karen Ellen Ulltveit-Moe 10. Election of members to the Election Committee The Election Committee s proposal for candidates to be elected to the Election Committee was distributed to shareholders together with the notice calling the AGM. The Chairman of the Board of Representatives reported on the work of the Election Committee and its proposal for the election of members to the Election Committee. All the candidates had been approached and had expressed their willingness to be elected. The AGM approved the following resolution in accordance with the proposal submitted by the Election Committee, with 198,600 votes cast against the resolution. The following members are elected to the Election Committee: Dag J. Opedal Johan H. Andresen jr. Olaug Svarva 6

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8 11. Election of members to the Control Committee The Election Committee s proposal for candidates to be elected to the Control Committee was distributed to shareholders together with the notice calling the AGM. The Chairman of the Board of Representatives reported on the work of the Election Committee and its proposal for the election of members to the Control Committee. Both the candidates had been approached, and had expressed their willingness to be elected. The AGM approved the following resolution in accordance with the proposal submitted by the Election Committee, with 112,000 votes cast against the resolution. The following members are elected to the Control Committee: Elisabeth Wille Ida Hjort Kraby 12. Guidelines for the remuneration of senior employees The Chairman of the Board of Directors, Leiv L. Nergaard, provided an account of the guidelines used for remuneration of senior employees. It was noted that the background for providing information on the guidelines was found in the Norwegian Code of Practice for Corporate Governance and the principle that the Board of Directors should prepare guidelines for the remuneration of senior employees and that these guidelines should be provided to the Annual General Meeting for information. Storebrand aims to offer competitive and stimulating remuneration principles that contribute to attracting, developing and retaining highly qualified employees. The remuneration of senior employees follows the same guidelines as applied to all the company's employees. Remuneration is made up of four main elements: fixed salary, bonus, pension arrangements and other employee benefits, and further information was provided on each of these elements. In addition, as a general rule senior employees are entitled to a guarantee of 18 months' salary upon termination of employment. In closing, Mr Nergaard provide an account of the salary and bonus paid to the Chief Executive Officer in The AGM then approved the following resolution, with 18,219 abstentions: The AGM acknowledges the report. 13. Remuneration of the members of the Board of Representatives, the Control Committee and the Election Committee The Election Committee s proposals for the remuneration paid to members of the Board of Representatives, the Election Committee and the Control Committee were distributed to shareholders together with the notice calling the AGM. The Chairman of the Board of Representatives reported on the work of the Election Committee and its proposed adjustments to the rates of remuneration. 8

9 The AGM unanimously approved the following resolution in accordance with the proposals submitted by the Election Committee. Resolution The remuneration to the Board of Representatives is set at: Chairman NOK 105, ,000 each meeting Deputy chairman NOK 35, ,000 each meeting Members NOK 6,000 each meeting Deputy members NOK 6,000 each meeting The remuneration to the Election Committee is set at: Chairman NOK 5,000 each meeting Members NOK 3,000 each meeting The remuneration to the Control Committee is set at: Chairman NOK 185,000 Members NOK 145,000 Deputy member NOK 145, Approval of the auditor s fee 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 auditors for work other than auditing carried out for the group and Storebrand ASA for The AGM approved the following resolution, with 138,011 votes cast against the resolution. The auditor s fee for auditing Storebrand ASA for 2005 is set at NOK 2,017, Closing of the AGM There was no other business on the agenda. Since the Chairman of the Board of Representatives was retiring after holding this appointment for 13 years, the Chairman of the Board of the Directors asked to address the meeting to thank him for his collaboration and the excellent manner in which he carried out his duties over this period. The Meeting Chairman thanked the shareholders present for attending the meeting, and the meeting was declared closed at approximately hours. Oslo, 3 May 2006 Sven Ullring Nils H Bastiansen Wenche Kielland Wiborg 9

10 STOREBRAND ASA Shares represented at the ANNUAL GENERAL MEETING Number of persons attending entitled to vote: 67 Share class Own shares Proxies Total shares represented Total shares represented as % ORDINARY 29,499,767 37,522,432 67,022, Total 29,499,767 37,522,432 67,022, Analysis of participants: Number: Number of shares: Own shares only 44 2,085,530 Proxies only: 16 19,066,067 Own shares and proxies: 7 45,870,602 Total: 67 67,022,199 Share class: Number of shares: Share capital: ORDINARY 258,526,246 1,292,631,225 TOTAL 258,526,246 1,292,631,225 Operator of share register account: For STOREBRAND ASA NORDEA BANK NORGE ASA 10

vote for shares specified in the attached proxy(ies).

vote for shares specified in the attached proxy(ies). Shareholder s full name and address NOTICE OF ANNUAL GENERAL MEETING The Annual General Meeting of Veidekke ASA will be held on Tuesday, 5 May 2015 at 5.00 PM at Thon Hotel Bristol, Kristian IV s gate