SpareBank 1 SMN : Resolutions of the Supervisory Board

The Supervisory Board has at its meeting on 26 March 20120 adopted the following resolutions:

Approval of the annual accounts for 2019, including application of the profit for the year.

• The supervisory board approved the board of directors’ proposal regarding the annual accounts and the management report for 2019.
• The supervisory board approved the board of directors’ revised proposal for application of the net profit, including payment of dividend of NOK 5.00 per equity certificate, altogether totalling NOK 647m, to equity certificate holders as at 26 March 2020 with payment taking place on 3 April 2020. SpareBank 1 SMN’s equity certificates are quoted ex dividend on 27 March 2020.
• The supervisory board also approved the board of directors’ revised recommendation to allocate NOK 364m to non-profit causes, of which NOK 164m goes to the foundation Sparebankstiftelsen SMN and NOK 200m as donations to non-profit causes. The dividend equalisation fund and the ownerless capital receive NOK 749m and NOK 422m respectively.
• The supervisory board voted in accordance with the board of directors’ recommendation that SpareBank 1 SMN should make a group contribution totalling NOK 6,516,401.
• The board of directors is authorised to distribute the amount allocated to non-profit causes.

Senior employees' terms and conditions and the corporate governance report were also dealt with.

Authorisation to raise subordinated debt and issue hybrid capital
The Supervisory Board authorised the Board of Directors to raise subordinated loans and hybrid capital, collectively or separately, in Norwegian currency or the equivalent in foreign currency, distributed as follows:

Subordinated debt           NOK 1,000m
Hybrid capital                  NOK 1,000m

The authorisation remains valid until the final accounts for 2020 are adopted.

Authorisation to acquire and establish a security interest in the Bank’s own equity certificates
The Supervisory Board resolved to authorise the Board of Directors to acquire, 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 subject to the following conditions:

1. The overall holding of ECs owned by the Bank and/or in which it has a consensual security interest may not exceed 5 per cent of the Bank's issued EC capital.
2. The smallest amount payable for the ECs is NOK 1 and the highest amount is NOK 200.
3. This limit also applies to any consensual security interest such that the claim which the security interest is to cover must be within the said amount limits.
4. Acquisition of ECs shall take place through purchase in the securities market via Oslo Børs and disposal shall take place through sale on the same market, in the event as a private placing with employees in accordance with applicable laws and regulations.
5. The authorisation is valid for 18 months as from 27 March 2020.
6. The authorisation replaces the existing repurchase authorisation.

Election of chair of the Supervisory Board
Re-election of Knut Solberg chair for a two-year term.

Election of members of the Board of Directors
Re-election of Janne Thyø Thomsen as board member for a two-year term.
Re-election of Mette Kamsvåg as board member for a two-year term.
Re-election of Tonje E. Foss as board member for a two-year term.

Election of deputy chair of the Board of Directors
Bård Benum re-elected deputy chair of the Board of Directors for a one-year term

Elections to the Supervisory Board's election committee
Marit Dille was re-elected as representative for the costumers for a period of two years.
Rolf Bratlie was re-elected as representative for the employees for a period of two years.
Lilly Gunn Nyheim was elected as representative for the public appointees for a period of two years.

As alternate:
Marit Collin was re-elected as alternate for the EC holders for a period of two years
Elin Hagerup was re-elected as alternate for the costumers for a period of two years
Stig Klomsten was re-elected as alternate for the public appointees for a period of two years.
Anders Skrove was re-elected as alternate for the employees for a period of two years.

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