NOTICE OF ANNUAL GENERAL MEETING OF STOREBRAND ASA. Wednesday 22 April 2009 at at the Felix Konferansesenter, Felix 1, Bryggetorget 3, Oslo

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1 1 NOTICE OF ANNUAL GENERAL MEETING OF STOREBRAND ASA Wednesday 22 April 2009 at at the Felix Konferansesenter, Felix 1, Bryggetorget 3, Oslo Agenda 1. Opening of the Annual General Meeting (Annual General Meeting) 2. Presentation of the register showing shareholders present and proxies 3. Approval of the Annual General Meeting Notice and Agenda 4. Election of two persons to sign the minutes together with the Chairman of the Meeting 5. Management Report 6. Presentation of the 2008 annual report and accounts, and approval of the annual report and accounts for the company and the group. The Board proposes that no dividend is paid for Statement by the Board on the remuneration of senior executives 8. Mandate for the Board to buy back up to 10% of the company s own shares 9. Changes to the Articles of Association 10. Guidelines for the Election Committee of Storebrand ASA 11. Election of members and deputies to the Board of Representatives 12. Election of members to the Election Committee 13. Election of members to the Control Committee 14. Remuneration of the members of the Board of Representatives, the Election Committee and the principal Control Committee 15. Approval of the auditor s remuneration, including a statement by the Board of the breakdown between the audit fee and fees for other services 16. Closing of the Annual General Meeting The Annual General Meeting will be opened and chaired by the Chairman of the Board of Representatives. The Notice calling the Annual General Meeting, the annual report and accounts for 2008, the auditor's report for 2008 and the Control Committee's statement for 2008, together with a registration form and proxy form, will be sent to all shareholders registered with the Norwegian Central Securities Depository (VPS) as of 1 April Shareholders who wish to participate in the meeting in person or by appointing a proxy must notify their intention to the operator of the company's share register account, namely Nordea Bank Norge ASA, Verdipapirservice, Postboks 1166 Sentrum, 0107 Oslo, no later than on 17 April Shareholders can also notify their intention electronically via the company's website at: Storebrand ASA is a public limited company and is subject to the provisions of the Norwegian Public Limited Liabilities Companies Act. At the date of this notice, the company has 449,909,891 shares outstanding and each share carries one vote. All shares have equal rights. At the date of this notice, the company holds 4,815,380 of its own shares that are therefore not entitled to voting rights. Shareholders are entitled to put forward questions for consideration by the Annual General Meeting by making a written proposal to the Board of Directors no later than two weeks before the date of the Annual General Meeting. Oslo, 1 April 2009 Terje R. Venold, Chairman of the Board of Representatives

2 2 Appendix to Agenda item 7: The Board's statement on the salary and other remuneration of the company's senior executives, cf. the Public Limited Liability Companies Act 6-16 a, is placed before the Annual General Meeting for advisory approval. The statement is as follows: STOREBRAND ASA - STATEMENT BY THE BOARD OF DIRECTORS ON THE SALARY AND OTHER REMUNERATION OF SENIOR EXECUTIVES Statement by the Board The Board of Storebrand ASA will place the following statement on the salary and other remuneration of senior executives before the 2009 Annual General Meeting in accordance with the Public Limited Liability Companies Act 6-16a, based on the guidelines previously approved for the remuneration of Storebrand's senior executives. The Board's Remuneration Committee The Board of Storebrand ASA has operated with a separate Remuneration Committee since The Remuneration Committee is responsible for advising the Board on all matters relating to the remuneration of the company's Chief Executive Officer. The Committee is also required to monitor the remuneration of the group's senior executives and propose guidelines in this respect. In addition, the Committee acts as an advisory body for the Chief Executive Officer in respect of remuneration arrangements that affect all employees to a material extent, including Storebrand's bonus scheme and pension arrangements. Guidelines for determining the salary and other remuneration of Storebrand's senior executives Storebrand applies competitive and motivating remuneration principles that help to attract, develop and retain highly qualified employees. The company intends to manage the balance of remuneration over time so that fixed salary represents a smaller proportion of total remuneration and bonus represents a higher proportion. The salaries paid to senior executives are determined on the basis of the responsibility and complexity of the appointment in question. The company carries out regular comparisons of remuneration for similar positions elsewhere in order to adapt to the level of salaries in the market. Storebrand does not wish to be market leader in the industry with respect to remuneration levels. In addition to fixed salary, senior executives at Storebrand may receive other remuneration in the form of annual bonuses, participation in the group's pension scheme, benefits in kind in the form of newspapers, telephone, and company car, and other employee benefits. Senior executives are also entitled to salary payments for a period following termination of employment, whereby they receive their normal salary, less any other income, for an individually agreed period up to a maximum 24 months following the termination of their employment. Further information on the bonus scheme The Storebrand group's bonus scheme, which is a supplement to basic salary, is a performance related bonus scheme related to the group's value-based management system. The group s value creation finances the overall amount of the bonus, whilst individual performance determines what proportion of the bonus is allocated. The bonus allocated to an individual is credited to a bonus account. The amount is divided into two parts, one of which earns interest and one of which is linked to the performance of the Storebrand share. 1/3 of the balance on the bonus account is paid each year. For members of the executive management team, not including the CEO, and certain other key employees a long-term incentive scheme has been established. Under this scheme half of the bonus paid shall be used to buy shares in Storebrand ASA at market value. These shares must be held for a minimum of 3 years, so that on a 3-5 years perspective the individual's holding may, on reasonable assumptions, be equivalent to one year's salary. The establishment of this scheme is described in the final section Policy on salary and other remuneration of Storebrand's senior executives applied in Share purchase scheme for employees Senior employees are entitled, in the same way as all other Storebrand employees, to purchase a limited number of Storebrand ASA shares each year at a discount. Storebrand imposes a 1 year minimum holding period for shares purchased through this scheme.

3 Policy on salary and other remuneration of Storebrand's senior executives applied in 2008 The salary and other remuneration of Storebrand's senior executives were in 2008 set in accordance with the guidelines described above. On 10 June 2008 the Board of Directors of Storebrand ASA approved a long-term incentive scheme (LTI) in accordance with the resolution of the Annual General Meeting on 23 April The scheme applies to members of the executive management team and certain other key employees. On establishing the LTI scheme, the executive management team and certain other key employees have received a contribution from the company for an initial purchase of shares with a 3 year minimum holding period. The contribution matches the amount each participating employee has contributed him or her self. As no bonus has been paid for the 2008 bonus year, further increase in the scheme will take place in The Board proposes that the Annual General Meeting approve the following resolution: The Annual General Meeting hereby ratifies the Board's statement on the salary and other remuneration of senior executives and approves the aspects of the guidelines that apply to remuneration as mentioned in 6-16a, first paragraph, third sentence, item 3, of the Public Limited Liability Companies Act. Appendix to Agenda item 8: Proposed mandate to buy back the company s own shares Storebrand wishes to have available a variety of tools for the task of maintaining an optimal capital structure for the group. The Board of Directors asks that the Annual General Meeting grant a mandate to allow the company to acquire shares in Storebrand ASA representing up to 10% of the total share capital. The Board proposes on this basis that the Annual General Meeting approve the following resolution: The Annual General Meeting hereby grants a mandate to allow the company to acquire shares in Storebrand ASA of total nominal value NOK 224,954,945, subject to the total holding of shares not exceeding 10% of the company's share capital at any time. The lowest and highest price per share that will be permitted will be NOK 5 and NOK 100 respectively. 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. If the company's sells own shares, the mandate shall apply to the purchase of new shares to replace the shares sold subject to the total holding of own shares not exceeding 10% of the total share capital. This mandate shall be valid until the date of the next Annual General Meeting." 3 Appendix to Agenda item 9: Amendments to the Articles of Association The following amendments of the Articles of Association are proposed by a shareholder: Proposed amendment 1: It is proposed that the Annual General Meeting elects the Chairman of the Election Committee as recommended in the Norwegian Code of Practice for Corporate Governance. In order to ensure that the current number of members are maintained on the Election Committee, it is also proposed that the number of members appointed by the Annual General Meeting be increased from three to four, see proposed amendment 3 below. Based on this, it is proposed that 2-8, subsection 2, no. 9 be amended as follows: from: appoint three members to the Election Committee, cf. 2-10, to: appoint four members to the Election Committee, cf. 2-10, and this should include the Chairman of the Election Committee, Proposed amendment 2: The Chairman and the Deputy Chairman of the Board of Representatives are elected by and from among the members of the Board of Representatives. This right to elect cannot be transferred to the Annual General Meeting. It is important that in addition to electing the Chairman of the Election Committee, the Annual

4 4 General Meeting is also able to influence who should be the company s senior representative, and possibly be able to combine the positions. Based on this, it is proposed that a specification is added to 2-8, such that subsection 6 be amended as follows: from: elects members to the Board of Representatives to: elects members to the Board of Representatives, including a proposal of candidates for the election of Chairman and Deputy Chairman Proposed amendment 3: It is the Board of Representatives itself who chooses its Chairman. It is possible for the Chairman of the Election Committee not to be elected Chairman of the Board of Representatives. It is therefore important to ensure that the Chairman of the Board of Representatives is nonetheless a member of the Election Committee and part of its work. Based on this, it is proposed that 2-10, subsection 1 be amended as follows: from: The Election Committee shall consist of 4 members. The Chairman of the Board of Representatives shall be a member of the Election Committee and the committee s Chairman. The other members shall be elected by the Annual General Meeting. The employees shall elect an observer to the 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. to: 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 elected by the Annual General Meeting. The employees shall elect an observer to the 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. Proposed amendment 4: As a consequence of the above proposals, the listing in 2-10, subsection 2 shall be amended such than the new tasks are taken into account. Based on this, it is proposed that 2-10, subsection 1 be amended as follows: from: 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 Board of Representatives election of the Chairman and the Deputy Chairman, 3. the Board of Representatives election of six members to the Board of Directors and the Chairman of the Board of Directors, 4. 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, 5. the General Meetings election of three members to the Election Committee. to: 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,

5 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 above proposed amendments of the Articles of Association are subject to approval by the Norwegian Financial Supervisory Authority. Appendix to Agenda item 10 Guidelines for the Election Committee of Storebrand ASA 1 Composition of the Election Committee The company shall have an Election Committee, cf of the Articles of Association. The committee shall consist of 4 members. 3 members shall be elected by the Annual General Meeting. The chairman of the Board of Representatives is a permanent member of the Election Committee and its chairman. The company s employees elect an observer to the committee, who participates as a full member in making recommendations for the election of Chairman and Deputy Chairman of the Board of Representatives, and Chairman of the Board of Directors Each member is elected for a period of one year from the Annual General Meeting until next year s Annual General Meeting. 5 2 Responsibilities of the Election Committee Cf of the Articles of Association, the Election Committee shall propose candidates to the Annual General Meeting for its vote on members and deputy members to the Board of Representatives, members, deputy members and Chairman of the Control Committee and members to the Election Committee, as well as making proposals to the Annual General Meeting for its vote on the remuneration of members of these bodies. Furthermore, the Election Committee shall propose candidates to the Board of Representatives for their election of a Chairman and Deputy Chairman of the Board of Representatives and members and Chairman of the Board of Directors, as well as making proposals to the Board of Representatives for its vote on the remuneration for members of the Board of Directors. 3 The Election Committee s meetings The Chairman of the Election Committee calls meetings as often as is necessary. Minutes of the meetings shall be taken. The committee is called to its first meeting immediately after the Annual General Meeting to prepare the committees proposals for candidates to the Board of Representatives for their election of members and Chairman of the Board of Directors and if necessary a Chairman and Deputy Chairman of the Board of Representatives. The proposals should be prepared by the departing committee. 4 The Election Committee s assessments The Election Committee shall give weight to all proposed candidates having the necessary experience, qualifications and capacity to perform the role in question in a satisfactory manner. Both genders shall be represented. On proposing members to the Election Committee, weight should be given to the interest of shareholders being observed, in accordance with the Norwegian Code of Practice for Corporate Governance. Members should be independent of the Board of Directors and leading employees Cf the Insurance Act 5-4, second and sixth paragraph, weight shall be given to the elected members overall representing the company s interest groups, customers and role in society when proposing members and deputy members to the Board of Representatives.

6 6 In accordance with the Norwegian Code of Practice for Corporate Governance, weight shall be given to the interest of shareholders being observed on proposing members to the Board of Directors. The members should be independent of the company s management. 5 The Work of the Election Committee The Election Committee shall collect the information they themselves consider relevant. The committee shall be open to suggestions, and may freely contact shareholders, members of the company s management, and members of the company s governing bodies. The committee may contact external advisors. The evaluation of its own work and qualifications carried out by the Board of Directors shall be submitted to the committee. The Chairman of the Board of Directors shall appear before the committee to give a briefing on the findings. The committee should gather information regarding the level of remuneration of representatives in relevant comparable companies. 6 Proposals of the Election Committee The proposals of the Election Committee shall contain information regarding the candidates qualifications capacity and independence. With respect to proposals for members of the Board of Directors, the information shall contain information regarding age, education and professional experience. Furthermore, information shall be given as to how long they have been members of the Board of Directors, of any engagements for the company, and regarding significant duties in other companies and organisations. Proposals to the General Meeting shall be sent to the shareholders together with the Notice of the General Meeting. Proposals to the Board of Representatives shall be enclosed with the notice of the meeting where the proposal will be considered. Appendix to Agenda item 11: Election of members and deputy members to the Board of Representatives The Board of Representatives of Storebrand ASA currently has 18 members and 8 deputies. The General Meeting elects 12 of the 18 members and 5 of the 8 deputy members. The remaining members and deputies are elected by and from among the group s employees. The term of office is 2 years. 8 members and 4 deputy members are due for election this year. The Election Committee proposes that the 2009 Annual General Meeting should elect 8 members and 4 deputy members to the Board of Representatives. In considering candidates for the Board of Representatives, the Election Committee has paid particular attention to ensuring that the Board of Representatives has a diversified membership with broad representation from the company's shareholders and other stakeholder groups. The Board of Representatives should reflect the group's activities and the structure of its customer base. Both women and men should be represented on the Board of Representatives. The individuals elected to the Board of Representatives should have relevant and sufficient qualifications and experience to carry out their duties in a satisfactory and prudent manner, be of suitable integrity, not have any conflicts of interest and show an interest in Storebrand s activities. The Election Committee proposes that the Annual General Meeting elect the following persons: Full members: Name Born Education Work experience Johan H. Andresen jr. Re-election : MBA, Nederland 1988: BA, USA 1998-present: Ferd AS, Group CEO : Tiedemanns Holding AS, Owner : International Paper Co. Memphis, Vibeke Hammer Madsen Re-election : Personnel management and competence NHH 1981: Marketing, BI Product Manager 2002-present: HSH, Managing Director : PA Consulting Group, partner : Statoil, HR dir. & Business support

7 Merete Egelund Valderhaug Karen Helene Ulltveit-Moe Roar Engeland Henrik O. Madsen Marianne Lie Kristian Wibe 1979: NRH Re-election : Master degree in Accounting, NHH 1984: Auditing Degree, BI Re-election : PhD, NHH 1993: Master Degree, NHH 1991: MBA Mannheim Re-election : MBA, France : Master of Philosophy, UiO From deputy to full member : Engineering Degree, LTU New Member : Chemical Engineering NTNU New deputy member : Authorised Veterinarian, NVH 2000-present: Coop Norge AS, Chief Financial Officer : DnB ASA, Business Area Controller : Intrum Justitia AS, Chief Financial Officer : PriceWaterhouse Coopers, Manager 2005-present: UiO, Professor : NHH, Professorial scholarship : NHH/SNF, Research Director : SNF, Research 2001-present: Orkla, Managing Director 1996-present: Orkla Corporate Development, EVP : Orkla Corporate Development : McKinsey 2006-present: Det norske Veritas, CEO : Det norske Veritas, Various appointments : Managing Director of the Norwegian Shipowners Association 2007-present: Gjensidige s Board of Directors Board positions in the Board of Kverneland ASA, Arendals Fossekompani ASA, Fortum Corporation Oyj in Finland, ISCO Group AS and Cosmos Markets ASA, and is Chairman of the Board of Punkt Ø AS : Mayor Steinkjer municipality 1984-present: Farmer : Veterinarian, private practice Deputy chairman in the Board of Representatives in Gjensidige Midt-Norge 7 Deputy members: Lars Tronsgaard Re-election 1954 MBA Authorised Stock Broker 1992-present Folketrygdfondet, Deputy Managing Director : Realkreditt : Chase Manhattan Bank : Norcem : DnC Elin Korvald Re-election : Law Degree, UiB 1983: Business economics Degreee, NHHK 2006-present: Manpower AS, Divisional Director 2001-present: Quality People AS, Managing Director : Manpower AS, Various Appointments : Reksten Management, Company secretary Marius Steen Tuss Benum from member to deputy member New deputy member : MBA, France Engineering Graduate, NTH 1998-present: Bertel O. Steen, CEO : Elkem ASA, Head of Division : Cand mag, UiO 1999-dd: Acting Chief Officer Asker Kommune : Various appointments in Asker Kommune as senior adviser, City hall Administrator, Chief Administrator, Director

8 NHH - The Norwegian School of Economics and Business Administration NFF - The Norwegian Society of Financial Analysts BI - The Norwegian School of Management BI 8 Appendix to Agenda item 12: Election of members to the Election Committee The Annual General Meeting is required to elect 3 members to the Election Committee, cf. Article 2-8, second paragraph, item 9, of the Articles of Association. The Chairman of the Board of Representatives is a permanent member of the Committee and is its Chairman. In addition, the Election Committee has an observer, who is elected by the group s employees. The term of office is 1 year. In considering candidates for the Election Committee, the Committee has paid particular attention to ensuring representation by the company s shareholders, that the majority of the members of the Committee are independent of the Board of Directors and the executive management of the company and that at least one member of the Election Committee is not a member of either the Board of Representatives or the Board of Directors. The Election Committee proposes that the Annual General Meeting elect the following persons: Name Born Education Work experience Johan H. Andresen jr. Re-election : MBA, Holland 1988: BA, USA 1998-present: Ferd AS, Group CEO : Tiedemanns Holding AS, Owner : International Paper Co. Memphis, Product Manager Dag J. Opedal Olaug Svarva Helge Leiro Baastad Re-election : MBA, Insead 1983: MBA, NHH Re-election : Authorised Investment Manager, NHH/NFF, 1983: MBA, University of Denver, USA, 1982: BSc, University of Denver, USA present: Orkla ASA; Group President and CEO : Orkla ASA, MD and member of Executive management responsible for Orkla Foods and Orkla Brands : Orkla ASA, EVP e-business : Orkla Foods AS, Deputy : Stabburet AS, MD 2006-present: Folketrygdfondet, Managing Director : SpareBank 1 Livsforsikring, Head of Investment : SpareBank 1 Aktiv Forvaltning ASA, Managing Director : Folketrygdfondet, Head of Equity Investment new member : MBA NHH 2004-present: Gjensidige Forsikring BA CEO : executive director of Gjensidige Forsikring : various executive positions within the Group : Jordan AS, Oslo Norge, various executive positions : Denofa & Lilleborg Fabrikker, a unit of Orkla ASA, Product Manager

9 9 Appendix to Agenda item 13: Election of members to the Control Committee The Control Committee for Storebrand ASA currently has 4 members. 2 of the 4 positions fall due for election in The term of office is 2 years. In considering candidates for the Control Committee, the Election Committee has paid particular attention to ensuring that the Control Committee has a broad range of expertise relevant to the group's business areas and to the group's major areas of risk exposure. The Election Committee proposes that the Annual General Meeting elect the following persons: Full members: Name Born Education Work experience Harald Moen Re-election : MBA, NHH 1990-present: Harald Moen AS, Chief Executive, specialising in finance/risk management : DnC/DnB, Various appointments, General Manager/Deputy Managing Director for the last : Aker Sparebank, Bank Officer Ole Klette Re-election : Master Degree in Accounting, NHH 1969: MBA, NHH : KPMG, Partner : KPMG, Managing Director. Appendix to Agenda item 14: Remuneration of the Board of Representatives, the Election Committee and the Control Committee The Election Committee proposes to the Annual General Meeting that the remuneration paid to members of the Board of Representatives, the Election Committee and the Control Committee should remain unchanged.