MINUTES OF THE ANNUAL GENERAL MEETING OF OSLO BØRS VPS HOLDING ASA

Transcription

1 MINUTES OF THE ANNUAL GENERAL MEETING OF OSLO BØRS VPS HOLDING ASA (This is a translation from Norwegian. In case of discrepancies the Norwegian version shall prevail) The Annual General Meeting of Oslo Børs VPS Holding ASA was held on 18 May at 16:00 hrs at the offices of Oslo Børs ASA, Tollbugata 2, Oslo. The Chair of the Board of Directors, Benedicte Schilbred Fasmer, declared the meeting open. The business of the Annual General Meeting was as follows: 1. Register of attending shareholders 2. Election of a Chairman of the meeting and a person to co sign the minutes of the meeting together with the Chairman 3. Approval of the Summons and the Agenda 4. Report for 2014 of the Control Committee of Verdipapirsentralen ASA, for information purposes 5. Approval of the Annual Accounts and Annual Report for 2014, including distribution of dividends 6. Determination of the fees payable to the Auditor 7. Statement on the remuneration of the Chief Executive Officer and other Senior Employees 8. Election of members to the Board of Directors 9. Determination of the remuneration of the members of the Board of Directors and the Nomination Committee, and approval of the remuneration of the Control Committee 10. Election of members to the Nomination Committee 11. Presentation of nominations to the Board of Directors of Oslo Børs ASA, the Board of Directors of Verdipapirsentralen ASA, and the Control Committee of Verdipapirsentralen ASA 12. Authorisation to acquire treasury shares 13. Authorisation to resolve distribution of dividends 1. Register of attending shareholders 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 of the meeting and a person to co sign the minutes of the meeting together with the Chairman Benedicte Schilbred Fasmer was proposed and elected as the Chair for the meeting. Erik Aukner was proposed and elected to sign the minutes jointly with the Chair for the meeting.

2 3. Approval of the Summons and the Agenda No objections were raised to the Notice or the Agenda, and the meeting was therefore deemed to be legally convened. 4. Report for 2014 of the Control Committee of Verdipapirsentralen ASA, for information purposes The Chair of the Control Committee, Håkon Persen Søderstrøm, gave an account of the report of the Control Committee of Verdipapirsentralen ASA for The Annual General Meeting received and duly noted for information the annual report of the Control Committee for Verdipapirsentralen ASA for Approval of the Annual Accounts and Annual Report for 2014, including distribution of dividends The Chief Executive Officer, Bente A. Landsnes, and the Chief Financial Officer, Geir Heggem, presented the Annual Report and Accounts. The Chair of the Board of Directors, Benedicte Schilbred Fasmer, gave a brief account of the work of the Board including the Board s proposal for the dividend. The company s auditor, Lars Inge Pettersen of KPMG, attended the meeting to answer questions on the auditor s report for Oslo Børs VPS Holding ASA for Lars Inge Pettersen presented the audit report and read out the conclusions to the meeting. The Annual Accounts and Annual Report of Oslo Børs VPS Holding ASA for 2014 is hereby approved. A dividend of NOK 8.20 per share shall be distributed to the holders of shares in Oslo Børs VPS Holding ASA as of 18 May. Dividends shall not be distributed to the company on the basis of treasury shares. 6. Determination of the fees payable to the Auditor The Annual General Meeting hereby approves the fee payable to the auditor for the ordinary audit of the annual accounts of Oslo Børs VPS Holding ASA for the financial year 2014 in the amount of NOK 156,300.

3 7. Statement on the remuneration of the Chief Executive Officer and other Senior Employees Benedicte Schilbred Fasmer explained the Board of Directors proposal. The Annual General Meeting passed the following advisory resolution: The General Meeting hereby endorses the Board of Directors guidelines on the remuneration of the senior employees. 8. Election of members to the Board of Directors The members of the Group Board of Directors until the Annual General Meeting in 2016 are as follows: Benedicte Schilbred Fasmer (Chair) Harald Espedal (Deputy Chair) Ottar Ertzeid Wenche Marie Agerup Widar Salbuvik 9. Determination of the remuneration of the members of the Board of Directors and the Nomination Committee, and approval of the remuneration of the Control Committee The Boards: In accordance with the Nomination Committee s recommendations, the following rates apply as of the date of the Annual General Meeting: Chair Deputy Chair Member (Figures in NOK) 2014 Proposed for 2014 Proposed for 2014 Proposed for Oslo Børs VPS Holding 245, , , , , ,300 Oslo Børs 184, , , , , ,300 Verdipapirsentralen 215, , , , , ,300 Employee Representatives 123, ,300

4 Deputy Members (employees) 3,900 per meeting 4,000 per meeting Members of the Board of Directors who sit on sub committees of the Board receive additional remuneration following the general increase of NOK 5,600 for members and NOK 6,700 for the Chair per meeting in respect of their work on such sub committees (NOK 5,400 for members and NOK 6,500 for the Chair prior to the increase). No other additional remuneration is paid to any member of the Board of Directors. In the case of the employee representatives, the remuneration shall apply per member regardless of the number of appointments as a board member the individual may hold in the group. The remuneration in respect of the members of the boards of directors of Verdipapirsentralen ASA and Oslo Børs ASA is advisory since such remuneration is determined by the general meetings of these companies. Control Committee: The Annual General Meeting endorses the recommendations made by the Nomination Committee for the annual remuneration of the members of the Control Committee for Verdipapirsentralen ASA as follows: (Figures in NOK) Verdipapirsentralen ASA 2014 Proposed for Chair 123, ,300 Member/Deputy Member 80,300 82,700 The remuneration in respect of the Control Committee is advisory since such remuneration is determined by the general meeting of Verdipapirsentralen ASA. Nomination Committee: In accordance with the Nomination Committee s recommendations, the rates of remuneration for the term of office from May to May 2016 are as follows: (Figures in NOK) Per meeting Maximum for each term Chair 5,100 40,800 Member 4,100 32, Election of members to the Nomination Committee

5 Toril B. Ressem is not standing for re election. The Nomination Committee proposes that Ida Louise Skaurum Mo should be appointed as a new member of the Nomination Committee. The members of the Nomination Committee until the next Annual General Meeting in 2016 are as follows: Bjørn Erik Næss (Chair) Ola P. Wessel Aas Ida Louise Skaurum Mo 11. Presentation of nominations to the Board of Directors of Oslo Børs ASA, the Board of Directors of Verdipapirsentralen ASA, and the Control Committee of Verdipapirsentralen ASA The Annual General Meeting passed the following advisory resolution: The Board of Directors of Oslo Børs ASA: Øyvind G. Schanke is not standing for re election. The Nomination Committee recommends that Dag Erik Rasmussen should be appointed as a new member of the Board of Directors of Oslo Børs ASA. It is therefore recommended that the Board of Directors of Oslo Børs ASA should comprise the following members until the next Annual General Meeting in 2016: Benedicte Schilbred Fasmer (Chair) Harald Espedal (Deputy Chair) Wenche Marie Agerup Widar Salbuvik Dag Erik Rasmussen The Board of Directors of Verdipapirsentralen ASA: Gunn Oland is not standing for re election. The Nomination Committee recommends that Anne Cecilie Fagerlie should be appointed as a new member of the Board of Directors of Verdipapirsentralen ASA. It is therefore recommended that the Board of Directors of Verdipapirsentralen ASA should comprise the following members until the next Annual General Meeting in 2016: Kim Dobrowen (Chair) Audun Bø (Deputy Chair) Bente Avnung Landsnes Knut Erik Robertsen

6 Anne Lise Kristiansen Benedicte Schilbred Fasmer Anne Cecilie Fagerlie The Control Committee of Verdipapirsentralen ASA: The Annual General Meeting recommends that the Control Committee should be reduced so as to comprise three rather than four members, and that the composition of the Control Committee should be as follows (expiry of term of office shown in brackets): Harald Jægtnes, Chair (2016) Jan Henriksen (2017) Cecilie Kvalheim (2016) 12. Authorisation to acquire treasury shares Benedicte Schilbred Fasmer explained the background to the Board s proposal. The General Meeting hereby grants the Board of Directors an authorisation to repurchase for the company 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 authorisation can only be utilised for the purposes of a share purchase scheme 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. The authorisation shall be valid to the next Annual General Meeting, and shall therefore expire no later than 30 June Authorisation to resolve distribution of dividends Benedicte Schilbred Fasmer explained the background to the Board s proposal. The Board of Directors is authorized pursuant to the Public Limited Companies Act 8 2(2) to approve the distribution of dividends based on the company s annual financial accounts for The authorisation shall remain in force until the Annual General Meeting in 2016.

7 * * * * * * * There were no other matters for consideration. The Annual General Meeting was declared closed at 16:50. Oslo, 18 May Benedicte Schilbred Fasmer Erik Aukner Appendix: Register of shareholders present and votes represented at the meeting by proxy.