Articles of Association of Storebrand ASA

Translation from Norwegian

Chapter 1 - General Provisions

Article 1-1 Company Name and Registered Office
The company is a public limited company. The name of the company is Storebrand ASA. The
company and its subsidiaries are hereinafter called the Group.
The registered office is in the City of Oslo.

Article 1-2 Object
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 1-3 Share Capital
The company share capital is NOK 2,249,549,455 divided into 449,909,891 fully paid shares of NOK 5 each. The company’s shares shall be registered with a securities register.

Article 1-4 Transfers of shares
All acquisitions of shares shall be notified to the securities register with which the company's shares are registered.

The company’s shares may freely change owner by transfer and by any other way unless prohibited by legislation.

Chapter 2 Corporate Bodies

Article 2-1 The corporate bodies
The corporate bodies are the Board of Directors, the Control Committee, the Board of Representatives and the General Meeting.

Article 2-2 Composition of the Board of Directors
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.

Article 2-3 Powers of signature
Individual powers of signature for the company are vested in the Chairman of the Board of Directors and the Chief Executive Officer. Power of signature is also vested in any two (2) other directors signing jointly. The Board of Directors may grant powers of procuration.

Article 2-4 The Control Committee
The Control Committee shall have up to 5 members with any deputy members as determined by the Board of Representatives. Members shall be elected for two (2) year terms of office each time. One half of the members shall retire each year.

The Control Committee shall exercise supervision over the activities of the Group - including its foreign subsidiaries - and ensure that it complies with the laws, regulations and conditions and also the Articles of Association and resolutions adopted by the decision-making bodies in the Group. The Control Committee may take up for consideration any matter whatsoever within the Group.

The Control Committee may require at any time that the Group’s records and documents be produced for its inspection, and may demand that officers and employees furnish the information it considers necessary for it to perform its duties.

The Control Committee shall keep minutes of its meetings. The Board of Directors shall be informed of the contents of the minutes.

The Control Committee shall submit a report to the Board of Representatives at least once a year.

If the Control Committee discovers any circumstances of material importance for the Group, it shall notify the Chairman of the Board of Representatives without delay.

Article 2-5 The Board of Representatives
The Board of Representatives shall have up to 30 members.

2/3 of the members and up to 8 deputy members shall be elected by the General Meeting. 1/3 of the members and up to 4 deputy members shall be elected by and from among the Group’s employees. Those members and deputy members of the Board of Representatives who are elected by the shareholders are elected for two-year terms of office each time, but half of them shall retire each year. If necessary, lots shall be drawn among those who have been in office for an equally long period since the last election.

If a member elected by the employees leaves his employment with the Group, that member shall withdraw from the Board of Representatives immediately.

The Board of Representatives shall elect its Chairman and Deputy Chairman from among its members.

Article 2-6 Meetings of the Board of Representatives
Meetings of the Board of Representatives shall be held when convened by the Chairman or Deputy Chairman of the Board of Representatives, or when so required by at least 1/6 of the members or by the Board of Directors.

The Board of Representatives shall:
  • Issue a statement to the Annual General Meeting on whether the profit and loss statement and balance sheet proposed by the Board of Directors should be approved, and whether the allocation of profit or the manner of covering loss proposed by the Board should be approved.
  • Elect six members of the Board of Directors, including the Chairman of the Board, and determine the remuneration of the members of the Board. Only the members of the Board of Representatives elected by the General Meeting shall participate in the election of the members of the Board of Directors. All the members of the Board of Representatives shall participate in the election of the Chairman of the Board of Directors.
  •  Issue the mandate for the activities of the Control Committee.
  • Consider reports from the Control Committee.
The Board of Representatives may make recommendations to the Board of Directors on any matter whatsoever. Minutes shall be kept of the proceedings. Two representatives may be elected to sign the minutes, which shall be forwarded to all members.

Article 2-7 Annual General Meeting
The Annual General Meeting shall be held before the end of the month of June each year. 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. Shareholders wishing to attend the Annual General Meeting shall inform the company of this within the deadline stated in the notice convening the meeting. The deadline must not expire earlier than 5 days before the Annual General Meeting.

Article 2-8 Duties of the Annual General Meeting.
The Annual General Meeting shall be chaired by the Chairman of the Board of Representatives, or alternatively by the Deputy Chairman of the Board of Representatives, or if both are absent, by the Chairman of the Board of Directors.

The Annual General Meeting shall:
  1. consider the annual accounts, consisting of the profit and loss statement, the balance sheet and the annual report, including the consolidated profit and loss statement and balance sheet, the auditor’s report and the statement by the Board of Representatives,
  2. decide upon adoption of the profit and loss statement and balance sheet,
  3. decide upon adoption of the consolidated profit and loss statement and balance sheet,
  4. decide upon the allocation of profit or manner of covering loss depending on the adopted balance sheet, and on distribution of dividends,
  5. determine the number of members of the Board of Representatives,
  6. elects members to the Board of Representatives, including a proposal of candidates for the election of Chairman and Deputy Chairman,
  7. elect members to the Control Committee,
  8. elect the auditor,
  9. appoint four members to the Election Committee, cf. 2-10, and this should include the Chairman of the Election Committee
  10. consider the Board of Directors’ statement on the salary and other remuneration of senior executives,
  11. determine the fees for members of the Board of Representatives and the Control Committee, as well as the Election Committee,
  12. decide upon approval of the auditor’s fee,
  13.  transact any other business listed on the agenda.
Article 2-9 Extraordinary General Meetings
Extraordinary General Meetings shall be held when considered necessary by the Board of Directors, the Board of Representatives or the Chairman of the Board of Representatives, or to consider a certain specified matter upon written request by the auditor or by shareholders
representing not less than one-twentieth of the share capital.

Otherwise the same rules apply as for an Annual General Meeting.

Article 2-10 Election Committee
The Election Committee shall consist of 4 or 5 members. The Chairman of the Board of Representatives shall be a member of the Election Committee if the person concerned has not already been committee. The observer will participate as a regular member when the committee
proposes candidates for the election of the Chairman of the Board of Directors and for the election of the Chairman and the Deputy Chairman of the Board of Representatives.

The Committee shall propose candidates to the following elections:
  1. the General Meetings election of up to 20 members and up to 8 deputy members to the Board of Representatives,
  2. the General Meetings request for the election of the Chairman and the Deputy Chairman of the Board of Representatives
  3. the Board of Representatives election of Chairman and Deputy Chairman,
  4. the Board of Representatives election of six members to the Board of Directors and the Chairman of the Board of Directors,
  5. the General Meetings election of members and deputy members to the Control Committee and deputy members to the Control Committee and the Chairman of the Control Committee,
  6. the General Meetings election of four members to the Election Committee,
  7. the General Meetings election of the Chairman of the Election Committee.
The Committee shall propose the amount of the remuneration paid to members of the company’s corporate bodies. This applies to:
  • the decision of the Annual General Meeting on the remuneration paid to members of the Board of Representatives, the Control Committee and the Election Committee,
  • the decision of the Board of Representatives on the remuneration paid to members of the Board of Directors

Section 3 Changes to the Articles of Association

Article 3-1 Approval of changes to the Articles of Association
When not otherwise provided by the legislation in force, any decision to amend these Articles must be adopted by not less than a two-thirds majority both of the votes given and of the share capital represented at the General Meeting.

Amendment of these Articles is subject to approval by Kredittilsynet (the Financial Supervisory Authority of Norway).

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