Norske Skogindustrier ASA. Minutes of extraordinary general meeting

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Corey McKinney
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1 Norske Skogindustrier ASA Minutes of extraordinary general meeting An extraordinary general meeting of Norske Skogindustrier ASA, org. no (the "Company"), was held on Wednesday 6 January 2016 at 16:00 hours (CET) at Karenslyst allé 2 in Oslo. A record of shareholders represented at the meeting is attached to these minutes. The meeting was opened by the chairman of the board of directors, Jon-Aksel Torgersen. Agenda: 1. Opening of the meeting by the chairman of the board. Recording of attending and represented shareholders Pursuant to Section 7 of the articles of association, the extraordinary general meeting was opened by the chairman of the board of directors, Jon-Aksel Torgersen. The other board members present were Eilif Due, Siri Beate Hatlen, Karin Bing Orgland, Paul Kristiansen, Svein Erik Veie and Cecilie Jonassen. The Election and remuneration committee members present were Dag J. Opedal, Olav Veum and Svein Erik Nicolaysen. The Company's auditor was present by Eirik Tandrevold from EY. From the Company's management CEO Sven Ombudstvedt, Roar Ødelien, Rune Sollie and Lars Sperre were present. The list of shares represented and number of voting shares is enclosed to the minutes. Resolution: The extraordinary general meeting approved the list of represented shareholders. The resolution was passed with the requisite majority, as shown in the voting list which is enclosed to the minutes. 2. Election of a chairperson and a person to co-sign the minutes The chairman of the board of directors proposed that Erik Thyness was elected to chair the general meeting and it was proposed that Olav Veumwas elected to sign the minutes together with the chair. Resolution: Erik Thyness was elected as chairperson, and Olav Veum was elected to cosign the minutes along with the chairperson. The resolution was passed with the requisite majority, as shown in the voting list which is enclosed to the minutes. 3. Approval of the notice and the agenda The notice and the agenda had been sent to the shareholders in accordance with the articles of association. Resolution: The extraordinary general meeting approved the notice and the agenda. The resolution was passed with the requisite majority, as shown in the voting list which is enclosed to the minutes. The extraordinary general meeting was then declared lawfully in session. 1

2 4. The management's update on the Company's operations, including the Company's financial position. A presentation of a refinancing of the Company given by GSO Capital Partners L.P. ("GSO") and Cyrus Capital Partners L.P. ("Cyrus"), two shareholders of the Company An update on the Company's operations, including the Company's financial position and the ongoing refinancing was given by the Company's chief executive officer. The extraordinary general meeting noted the presentation. Andreas Myrstad, who represented 2,768,664 shares by power of attorney, requested in accordance with the Public Limited Liability Companies Act section 5-15 that the Company provides a written statement on the alternative refinancing alternatives that have been considered by the Company, including why the board of directors has chosen the alternative proposed by GSO/Cyrus rather than for example the alternative proposal of the ad-hoc group. 5. Election of three new members to the board of directors of the Company In accordance with the election and remuneration committee's recommendation of 5 January 2016, it was proposed to elect Ms Joanne Owen and Mr Nils Ingemund Hoff as new members to the board of the directors of the Company. It was required that the election was made in writing. The chair of the meeting asked whether it was acceptable that the voting was made for or against the recommendation of the election and remuneration committee. No objections were made. Resolution: The following were elected as new members of the board of directors: Ms Joanne Owen Mr Nils Ingemund Hoff Following the election, the Company's board of directors consists of the following shareholder elected members: Jon-Aksel Torgersen Eilif Due Siri Beate Hatlen Joanne Owen Nils Ingemund Hoff The resolutions were passed with the requisite majority, as shown in the voting list which is enclosed to the minutes. 6. Election of members to the election and remuneration committee of the Company In accordance with the election and remuneration committee's recommendation of 5 January 2016, it was proposed not to change the composition of the election and remuneration committee of the Company. No resolution was therefore made by the general meeting. 2

3 ***** As there were no further matters on the agenda the meeting was adjourned. [sign] Erik Thyness [sign] Olav Veum 3

To the shareholders of Norske Skogindustrier ASA

To the shareholders of Norske Skogindustrier ASA An extraordinary general meeting in Norske Skogindustrier ASA will be held on Wednesday at Karenslyst allé 2 in Oslo. The agenda for the meeting is included