General meeting of Norwegian Property

Statement of reasons relating to item number 10:

As a matter of principle, Folketrygdfondet takes the view that board members should not be issued with options, and further that board members should not accept separate assignments for the company in addition to their board appointment. This is also expressed in section 11 of the Norwegian Code of Practice for Corporate Governance, which points out that such arrangements may undermine the independence of the board, particularly in relation to company management.

Principle 3 of the Executive Remuneration Statement states that one board member has an individual option agreement. The arrangement is described further in Note 22.4, as well as in section 1 of last year’s (2018) recommendation by the nomination committee. Under the arrangement, the board member in question is to provide advisory services to the company in addition to the board appointment, and is to be compensated for this through an option agreement. As both the issue of options to board members and the conclusion of agreements on advisory services with board members are contrary to the view taken by Folketrygdfondet on grounds of principle and the recommendation in the Norwegian Code of Practice for Corporate Governance, Folketrygdfondet voted against the proposal in item number 10.

Statement of reasons relating to item number 12.c:

The purpose of the board authorisation proposed in item number 12 c is linked to the share option arrangement for board members. Reference is made to the voting statement relating to item number 10.

Statement of reasons relating to item number 14.b:

The purpose of the board authorisation proposed in item number 14 b is linked to the share option arrangement for board members. Reference is made to the voting statement relating to item number 10.