Summary published in connection to the admission to trading of shares in Gjensidige Forsikring ASA on NASDAQ OMX Stockholm

Transcription

1 Summary published in connection to the admission to trading of shares in Gjensidige Forsikring ASA on NASDAQ OMX Stockholm This summary is entirely based on information available in Gjensidige Forsikring ASA (also referred to as the Company or GJF ) annual reports, interim reports, the Company s website, press releases from the Company or information given by the Company s primary exchange. If nothing else is stated website indicates the Company s corporate website and annual report indicates the Company s annual report. The Swedish FSA has not approved this summary. General Admission to trading of listed shares OMX Treasury AB has applied for admission to trading of shares in The Company on NASDAQ OMX Stockholm. The Company is listed on the regulated market at Oslo Stock Exchange. The Company s latest published prospectus was published on the 25 th of November 2010 and is available at the Company s webpage: binary/112481?=true&_ts=12c7da39a84 Information regarding this Summary This summary is not part of a prospectus and is issued by OMX Treasury AB solely due to the fact that the Company s shares are being admitted to trading on NASDAQ OMX Stockholm s regulated market, in accordance with the Swedish Securities Market Act (2007:528) chapter 15, section 4, sub-section 1. The Company has not been involved in preparing this summary. In accordance with the Swedish Financial Instruments Trading Act (1991:980) chapter 2, section 7, the Company will be notified by NASDAQ OMX Stockholm of the decision to admit the shares to trading on the regulated market. All information in this summary is based on information published by the issuer. The purpose of this summary is to provide the market with information on the Company in accordance with the Swedish Financial Instruments Trading Act (1991:980) chapter 2, section 7. The purpose is not to provide sufficient information for making investment decisions regarding the Company share. Investors shall not base investment decisions on the information in this summary. On the contrary, investment decisions shall be based on information issued by the Company as a whole. The preparation of this summary shall not in any circumstances mean that the contents of the information on the Company would not have changed after the issuing date of the summary. This summary is not a guarantee, neither by the Company nor OMX Treasury AB, regarding future events and shall not be considered as such.

2 Note to the investors The purpose of this summary is not to be an encouragement or advice to invest in the Company. The summary shall not be distributed outside Sweden, except as such circumstances where this information does not breach any local legislation. Neither the Company nor OMX Treasury AB nor their representatives have any kind of legal liability on any breaches referred to above, irrespective of whether such limitations are known or unknown by the investor. Gjensidige Forsikring ASA Group Information and history [Website 25 th of June 2012, Q4-11 report] GSF is a leading Nordic insurance group built by customers, for customers. The Company has for nearly 200 years, worked to secure the lives, health and assets of their customers. GJF has about 3,100 employees and offer insurance products in Norway, Denmark, Sweden and the Baltic states. In Norway, the Company also offers banking, pension and savings. Operating income was NOK 19.4 billion in 2011, while total assets were NOK 88.5 billion. The Company has been listed on the Oslo Stock Exchange since 10 th of December (Ticker GJF) The GJF s website is Targets and strategy [Annual Report 2011] Introduction GJF is one of the strongest brands in Norway and the Company is building brand awareness in the Nordic and Baltic countries. GJF s aim is to build a distinct, business oriented and relevant brand in all markets in which it operates. GJF wants to combine the Company strategy of customer orientation with the management of its brand. The development of what GJF call the Gjensidige Experience is a key element. GJF has established a common framework for the Group s customer orientation based on four organisational principles. For details regarding these organizational principles, please refer to Annual report 2011 page 4. Overall target and strategy Private Norway shall support the GJF s target of a combined ratio of 90-93: Distribution and operations will be further rationalised. Further efforts on pricing and tariffing The Company s leading position in the Norwegian private market will continue: Increased focus on financial advisory services Increase private customers number of products in the Company GJF shall be leading in customer-orientation: Differentiation through good customer experiences Improved availability, simplification of products/processes and a higher degree of self-service 2(9)

3 GJF s strategy of prioritising profitability over growth remains unchanged. Outlook [Annual report 2011 and Q1-12 report] Satisfactory profitability in the Norwegian general insurance market over several years has led to new competitors entering the market. Small niche companies have gradually increased their market shares, and the competition from established players remains strong. GJF has long prioritised profitability over growth, and that strategy remains unchanged. With a leading brand, a strong focus on customer orientation, a full range of products, advanced tariff rating and increased availability through self-service, GJF is according to the management in a good position to meet the competition also in future. Extracts from the Q1-12 report There is still uncertainty attached to the changed framework conditions for the financial sector in Norway and abroad. Combined with uncertainty about the international economic situation and financial challenges in several key economies, the situation means uncertainty for GJF as well. GJF has a robust investment strategy, it is financially sound and it has a significient part of its business in the Norwegian general insurance market. The macro situation for the Norwegian general insurance operations is deemed to be good. In Denmark, the property market is still weak. An improvement in this market would have a positive impact on the Company s earned premiums. In the Baltics, the economy is developing in a positive direction, which is expected to have a positive effect on earned premiums. The underwriting result in the first quarter was influenced by the unusually mild winter. GJF s profitability targets remain unchanged and profitability is prioritised above growth. Efforts to retain customers continue with full force. Combined with the training of employees and continuous work on further developing price models, new customer-oriented improvement measures are expected to result in more satisfied customers and good competitiveness. GJF has substantial capital buffers in relation to both internal risk models and statutory capital adequacy requirements. The Board considers the Group s capital situation and financial strength to be good. Recent Developments [Q1-12 report] The increase in the profit before tax expense is mainly due to a substantial improvement in general insurance operations in both Norway and the Nordic countries. A mild winter without prolonged periods of frost resulted in a significant reduction in claims incurred compared with the same period last year. Private Norway tripled its underwriting result, mainly as a result of a Favorable claims trend, but also because of new and more precise premium rates and costcutting measures. Commercial Norway increased its earned premiums by 4.3 per cent compared with the corresponding quarter last year. The introduction of a multi-channel distribution model and new premium rates based on the same model as is used for Private Norway resulted in greater selling and distribution power in this segment. Fewer large losses and a reduction in paid claims also made a positive contribution to the strong underwriting result for Commercial Norway. The improved performance in the Nordic segment is due to improved risk pricing and more cost-efficient operation. Please refer to the Q1-12 report for more details. 3(9)

4 Supervisory Board[website 29 th of June 2012] Bjorn Iversen, Chairman Hilde Myrberg, Deputy Chairman Members Benedikte Bettina Bjørn Knud Daugaard Randi Dille Marit Frogner Geir Holtet Arne G. Krog Jens Eghøy Nielsen John Ove Ottestad Lilly T. Stakkeland Christina Stray Even Søfteland Terje Wold Deputy members 1. Ivar Kvinlaug 2. Inger Tone Ødegård 3. Hanne Solheim Hansen 4. Kjersti Eline Busch Tønnessen Nominated by the employees Jon Aniksdal Ellen Elisabeth Enger Elisabeth Katai Knudsen Susanne Baden Weltz(Nordic) Vibeke Thomassen Lasse Vold Roger Warud Deputy members: 1. Kjell Johnny Andersen 2. Siw Dammyr Carl-Johan Andersson(Nordic) Management [website 29 th of June 2012] Helge Baastad - CEO Bjørn Asp - Pension and savings Sigurd Austin - Commercial Martin Danielsen product and price cecilie ditlev-simonsen - Brand management, communications and marketing Mats c. Gottschalk - strategy and M&A 4(9)

5 The Shares [website] The 29th of June 2012 there were 500,000,000 issued shares. The Company only has one share class. The Company's share is listed on the Oslo Stock Exchange (OSE) under the symbol/ticker: GJF. Largest shareholders [website/investor relations/largest shareholders/ ] The largest shareholder in GJF is Gjensidigestiftelsen owning 62.83% of the shares in the Company. The 20 largest shareholders represent 80.27% of the total shares. Below, the 20 largest shareholders are presented: Investor No. of shares % top 20 % of total GJENSIDIGESTIFTELSEN 314,143, % 62.83% FOLKETRYGDFONDET 19,879, % 3.98% STATE STREET BANK AND TRUST CO. 10,400, % 2.08% STATE STREET BANK AND TRUST CO. 8,779, % 1.76% SKAGEN GLOBAL 7,619, % 1.52% GOLDMAN SACHS & CO - EQUITY 6,480, % 1.30% CLEARSTREAM BANKING S.A. 6,432, % 1.29% ODIN NORGE 3,032, % 0.61% UBS AG, LONDON BRANCH 2,966, % 0.59% SKAGEN GLOBAL II 2,669, % 0.53% STATE STREET BANK AND TRUST CO 2,662, % 0.53% STATE STREET BANK AND TRUST CO. 2,381, % 0.48% STATE STREET BANK AND TRUST CO. 2,347, % 0.47% SKAGEN VEKST 1,818, % 0.36% ODIN NORDEN 1,814, % 0.36% JPMORGAN CHASE BANK 1,704, % 0.34% STATE STREET BANK & TRUST CO. 1,646, % 0.33% INVESCO PERP EUROPEAN EQ FUND 1,642, % 0.33% SKAGEN KON-TIKI 1,545, % 0.31% VERDIPAPIRFONDET DNB NORGE (IV) 1,401, % 0.28% Total number owned by top ,368, % 80.27% Total number of shares 500,000, % Last up-dated Remuneration and Share-based remuneration [Annual report 2011] The Group has established a remuneration system that applies to all employees. The remuneration shall be competitive, but the Group shall not be a wage leader. Employees are expected to see the remuneration and benefits offered by the Group as an overall whole. The Group s remuneration systems shall be open and performance-based, so that they, as far as possible, are perceived as being fair and predictable. The remuneration that is paid shall correspond to the agreed performance. Guidelines for remuneration and career development shall be linked to achievement of the Group s strategic and financial goals and core values, and both quantitative and qualitative targets shall be taken into consideration. The measurement criteria shall promote the desired corporate culture and long-term value creation, and, as far as possible, take actual capital costs into account. The remuneration system shall contribute to promoting and providing incentives for good risk management prevent excessive risk-taking 5(9)

6 and contribute to avoiding conflicts of interest. A fixed basic salary shall be the main element of the overall remuneration, which also consists of variable pay, pension and payments in kind. Variable pay shall be performance-based without being a risk driver. Remuneration of the CEO The CEO s salary and other benefits are stipulated by the Board of Directors on the basis of an overall assessment that takes into account GJF s remuneration scheme and market salary for corresponding positions. Equity-settled share-based payment With effect from 2011, GJF established equity-settled share-based payment for executive personnel. As described in the Board of Directors statement on the stipulation of pay and other remuneration in Note 18, half of the variable remuneration is paid in the form of shares in Gjensidige Forsikring ASA, one third of which can be sold in each of the following three years. The fair value at the grant date is based on the market price. The amount is recognised as payroll expenses. No specific company-related or market-related entitlement criteria apply to the shares, but the Company may carry out a re-assessment based on major qualitative events and/or developments. The expected allocation is set at 100 per cent. No bonuses in the form of shares have been awarded to executive personnel in For full details regarding remuneration please refer to page 120 and forward in the annual report Information on the financial figures [Annual Report 2011] The revenue for GJF in 2011 was NOK 19,381.5 million. Extracts of Consolidated Income Statements and Balance Sheets for GJF for the year ended 31 December and 1st quarter of 2012 are presented below. All figures in NOK million. Extract - Income Statement Revenue Net profit (loss) before income taxes Net Profit (Loss) Extract - Balance Sheet Bonds with fixed income Loans and other receivables Equity Balance sheet Total Q report Income Statement 6(9)

7 The Group recorded a profit before tax expense for the quarter of NOK 1,427.5 million (815.0). The profit from general insurance operations measured by the underwriting result amounted to NOK million (49.7). For the investment portfolio, the return on financial assets was 1.6 per cent (1.5) or NOK million (779.0). Equity and capital adequacy The Group s equity amounted to NOK 24,292.3 million at the end of the period. The return on equity before tax expense was 24.1 per cent (13.9). At the end of the period, the capital adequacy was 15.9 per cent (15.4). The solvency margin was (581.5). In addition to testing the capital in relation to statutory requirements, a calculation is carried out quarterly of the economic capital requirements and the requirements for maintaining an A rating from Standard and Poor s. The calculation of the economic capital requirements is performed using the Group s internal risk model, which is based on an economic valuation of assets and liabilities. Available capital in excess of this amount constitutes the Group s excess capital. To arrive at the final excess capital, a deduction is made for the estimated additional capital required to maintain the current rating and meet the statutory capital adequacy requirements. At the end of the period, the excess capital was estimated to be NOK 4.7 billion, adjusted for the approved 2011 dividend of NOK 2.3 billion. Special factors and events A mild winter resulted in low claims incurred Limited proportion of large losses Ordinary dividend 2011 approved: NOK 2,275.0 million, corresponding to NOK 4.55 per share Please refer to the Q1-12 report for more details. Below, extracts of Consolidated Income Statements and Balance Sheets for GJF Q1-12 are presented. Extract - Income Statement Q1-12 Revenue Net profit (loss) before income taxes Net Profit (Loss) Extract - Balance Sheet Q1-12 Bonds with fixed income Loans and other receivables Equity Balance sheet Total Important notice For further financial information about the Company, please refer to the Company s financial reports. Comments regarding recent development and forward looking statements please refer to the Annual and Quarterly reports and press releases as well as the Company s webpage. 7(9)

8 The accounting Policies [Annual report 2011] Basis of preparation The consolidated financial statements have been prepared in accordance with IFRS endorsed by EU, and interpretations that should be adopted as of 31 December 2011, and additional disclosure requirements in accordance with the Norwegian Financial Reporting Regulations for Insurance Companies (FOR nr 1241) pursuant to the Norwegian Accounting Act. Changes in accounting policies There are no changes in accounting policies in For more details regarding accounting policies please refer to the Company s annual report 2011 page and other relevant financial reports. Risks [Annual report 2011] Risk management and Internal Control Risk management is an integral part of GJF s day-to-day operations. Comprehensive and strong risk management is an important strategic tool in increasing value creation, and it enables the Group to handle uncertainty, threats and negative outcomes and to utilise its risk capacity in an optimal manner. For more detailed information on risks, please also refer to the Company s annual report starting at page 42 and latest prospectus and also study the Company s other financial reports, and relevant sources. Liquidity It is not sure whether there at all times will be a high liquidity for the Company on NASDAQ OMX Stockholm s regulated market. The market price of the Company may fluctuate significantly depending on different factors. The market process of the Company s shares may fluctuate significantly which does not necessarily depend on the Company s success of its business operations or future forecasts. Lack of liquidity may partly depend on the fact that the market prices of securities may fluctuate more on NASDAQ OMX Stockholm in this case than on those exchanges where these securities are traded more actively. NASDAQ OMX Stockholm has the ambition to have several Liquidity Providers to mitigate this risk. Exchange rate The Company share s exchange rate on Oslo Stock Exchange is NOK. The trading on NASDAQ OMX Stockholm will take place in NOK. The Company s information obligation The Company has no information obligation regarding the current admission to trading of the shares at NASDAQ OMX Stockholm, neither based on the Swedish Securities Markets Act nor on NASDAQ OMX Stockholm s rules. However, by being continuously primarily listed on Oslo Stock Exchange s regulated market, the Company complies with the Norwegian legislation on information obligation and its home exchange s disclosure rules. The Company has no further obligation to disclose price sensitive information in Swedish language but the Company normally uses Norwegian and English language with regard to its disclosure practices. The Company s press releases and financial reports are generally available in Norwegian and 8(9)

9 English language. By having Norway as home member state, the Company is under obligation to meet Norwegian requirements on publication and storage of information in Norway s national information database for issuers (OAM) which is handled by Oslo Stock Exchange The availability of information on The Company The Company s website in English and Norwegian: Norwegian national storage regarding all price sensitive information published by companies whose shares are admitted to trading on a regulated market in Norway: The availability of this summary This summary is supplied by NASDAQ OMX on Information obtained from the external information sources and declaration on this summary The information on the Company originates from financial reports, press releases on financial accounts published by the Company as well as from the Company s investor web page. OMX Treasury AB has issued this summary which is based on information published by the Company. In accordance with the Swedish Financial Instruments Trading Act, chapter 2, section 15, OMX Treasury AB declares that it has accurately ensured, to such extend as appropriate, that the information in this summary is repeated appropriately and that no facts are omitted from the information in the summary that could result in that the repeated information in this summary would be misleading or inaccurate. According to the Swedish Financial Instruments Trading Act, chapter 2, section 14, sub-section 3, please note that any investor who commences judicial proceedings as a result of information in this summary may be compelled to pay for a translation of the document. 9(9)