The Supervisory Board has at its meetings on 28th of March passed resolutions on:
Approval of the annual accounts for 2016, including distribution of the profit for the year. The Supervisory Board voted that the annual accounts as presented and with additional information should be adopted as the Bank's annual accounts for 2016.
The Supervisory Board resolved that the profit for the year should be distributed as follows:
Dividend on ECs (NOK 3,00 per EC) NOK 389 m Transferred to equalisation fund NOK 730 m Transferred to ownerless capital NOK 411 m Allocated to non-profit causes NOK 220 m
The Supervisory Board set a cash dividend of NOK 3.00 per equity certificate (EC), altogether totalling NOK 389m. This gives the EC holders a payout ratio of 37% of the group profit per EC. Further, the Supervisory Board allocated NOK 220m as gifts to non-profit causes, also representing a payout ratio of 37%. Of this amount NOK 160m is transferred to the foundation Stiftelsen SpareBank 1 SMN and NOK 60m as gifts to non-profit causes. NOK 730m and NOK 411m are transferred to the dividend equalisation fund and the ownerless capital respectively.
The Supervisory Board decided in accordance with the Board of Directors' recommendation that SpareBank 1 SMN should make a group contribution totalling NOK 5,527,878m.
The Board of Directors is authorised to distribute the amount allocated to non- profit causes.
Note was taken of the following: the report of the Board of Directors, information on senior employees' terms and conditions, the audit report and the corporate governance report.
Authorisation to issue subordinated debt The Supervisory Board authorises the Board of Directors to raise subordinated loans, collectively or separately, in Norwegian currency or the equivalent in foreign currency, distributed as follows:
Dated subordinated debt NOK 1,000m Perpetual subordinated debt NOK 1,000m Hybrid capital NOK 1,000m
This authorisation remains valid until the final accounts for 2017 are adopted.
Authorisation to acquire and establish a security interest in the Bank's own equity certificates The Supervisory Board unanimously authorises the Board of Directors to purchase, and to establish a security interest in, the Bank's treasury ECs in a total nominal amount of NOK 200m within the limits set forth in law and regulations and on the following terms:
I. The overall holding of ECs owned by the Bank and/or in which it has aconsensual security interest may not exceed 10 per cent of the Bank's issued EC capital. II. The smallest amount payable for ECs is NOK 1 and the highest amount is NOK 200. III. This limit also applies to any consensual security interest such that theclaim which the security interest is to cover must be within the said amount limits. IV. Purchase of ECs shall take place in the securities market via Oslo Børs. Disposal shall take place on the same market, in the event as a placing with employees in accordance with applicable laws and regulations. V. The authorisation is valid for 13 months as from March 29th 2017. VI. The authorisation replaces the existing repurchase authorisation.
Influence for equity certificate capital - amendment to the Articles of Association
The Supervisory Board decided to amend Article 10-1 of the Articles of Association from
Article 10-1 Redemption in the event of merger. Transitional provision
The Regulations on Equity Certificates, section 10, shall apply to equity certificate capital (primary-capital-certificate capital) held by the savings bank as of 1 July 2009, unless a resolution in favour of a merger is passed by the Supervisory Board by the same majority as that required to amend the Articles of Association and which includes at least two-thirds of the votes cast by, or on behalf of, the equity certificate holders.
to
Article 10-1 Special proprietary rights of equity certificate holders
In the following matters support from at least two-thirds of the votes cast by members elected by the equity certificate holders is required in addition to support from at least two-thirds of the votes cast in the Supervisory Board.
(a) Increase of equity certificate capital (b) Decrease of equity certificate capital (c) Issuance of subscription rights (d) Loans conferring right to demand issuance of equity certificates (e) Resolution to convert the savings bank (f) Resolution to merge or demerge the savings bank
Change in composition of the Supervisory Board - amendment of the Articles of Association The Supervisory Board adopted the following decisions:
I The Supervisory Board's total number of members to be changed from 43 to 32 and the total number of alternates to be changed from 32 to 30. a. Representatives of the customers (depositors) shall comprise 9 members and 9 alternates b. Representatives of the employees shall comprise 8 members and 8 alternates c. Representatives nominated by the public sector shall comprise 3 members and 3 alternates d. Representatives of the equity certificate holders shall comprise 12 members and 10 alternates e. The minimum deposit by representatives of the customers (depositors) to be changed from NOK 500 to NOK 2,500
The Supervisory Board approved the proposed amendments to Articles 3-3 up to and including 3-5 of the Articles of Association.
II The Supervisory Board authorised the election committee to reduce the number of members with alternates in the respective groups where there is a surfeit of members. a. The election committee shall seek to take the following criteria into account in the event of a reduction: gender, geography, as well as representation of both larger and smaller owner interests among representatives of equity certificate holders. b. The election committee shall seek to involve the respective county councils in the event of a reduction of the number of public sector members. c. The election committee shall assign weight to the assessment of the employee-elected election committee member when adjusting the number members elected by the employees. d. The election committee shall seek to bring about changes by ensuring that a member who retires as a member of the Supervisory Board in the event of a surfeit of members comes in as an alternate and that the incumbent alternate retires.
The Supervisory Board further decided that an increase in the number of representatives of the customers (depositors) from eight to nine members will, until a new election is held at the next ordinary meeting of the Supervisory Board in spring 2018, be achieved by the first alternate coming in as a member in the period.
III The Supervisory Board authorised the Board of Directors to make any minor adjustments needed if the Norwegian FSA daws attention to matters during a review.
The Supervisory Board also authorised the Board of Directors to update the election instructions in accordance with the above decisions.
Amendments enter into force immediately or at the latest upon being approved by Finanstilsynet in accordance with the Financial Institutions Act 2015 with regulations.
Election of deputy chair of the Supervisory Board Per Olav Tyldum was re-elected as deputy chair for a period of two years.
Election of members and alternates to the Board of Directors Kjell Bjordal was re-elected as Board member for a period of two years. Paul E. Hjelm-Hansen was re-elected as Board member for a period of two year. Bård Benum was re-elected as Board member for a period of two years. Morten Loktu was re-elected as Board member for a period of two years.
Note is duly taken that Venche Johnsen and Erik Gunnes are the employees' regular members of the Board of Directors and that Oddny Lysberg is the employees' alternate member to the Board of Directors..
Election of chair of the Board of Directors Kjell Bjordal was re-elected as chair of the Board of Directors for a period of two years.
Election to the Supervisory Board's Election Committee As member: Lars B. Tvete was re-elected as representative for the EC holders for a period of two years. Thor Arne Falkanger was re-elected as representative for the EC holders for a period of two years.
As alternate: Nils Martin Williksen was re-elected as alternate for the EC holders for a period of two years.
As Chairman of the Nomination Committee Lars B. Tvete was re-elected as Chairman of the Nomination Committee for a period two one years.
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)
