SPAREBANK 1 SMN The Supervisory Board has at its meetings on 31th of March passed resolutions on:
Approval of the annual accounts for 2015, 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 2015.
The Supervisory Board resolved that the profit for the year should be distributed as follows:
Dividend on ECs (NOK 2,25 per EC) NOK 292 m
Transferred to equalisation fund NOK 616 m
Transferred to ownerless capital NOK 457 m
Allocated to non-profit causes NOK 40 m
The Supervisory Board resolved to allocate NOK 40m as gifts to non-profit causes, representing a payout ratio of 8 per cent. NOK 616m and NOK 457m are added to the dividend equalisation fund and the ownerless capital respectively. The Board of Directors opts to dispense with the principle of equal payout between equity certificate holders' capital and ownerless capital in order to strengthen the financial position and in view of the fact that the quoted price of the equity certificate is below the equity certificate's book value. The proposed distribution reflects the need to strengthen the group's common equity tier 1 capital. Increasing the payout ratio to the EC holders to 32 per cent (25 per cent) is in keeping with the capital plan.
The Supervisory Board resolves, in accordance with the the Board of Directors' recommendation, that SpareBank 1 SMN shall make a group contribution totalling NOK 47,614,680.
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, the control committee's report and the corporate governance report.
Authorisation to issue subordinated debt
The Supervisory Board authorises the Board of Directors to raise subordinatedloans, 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 2016 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 totalnominal amount of NOK 200m within the limits set forth in law and regulationsand 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 April 1st 2016.
VI. The authorisation replaces the existing repurchase authorisation.
Election of chairman and deputy chair of the Supervisory Board
Randi Dyrnes was re-elected as chairman of the Supervisory Board for two years.
Per Olav Tyldum was elected as deputy chair for a period of one year.
Election of members and alternates to the Board of Directors
Aud Skrudland was re-elected as Board member for a period of two years.
Arnhild Holstad was re-elected as Board member for a period of two year.
Janne T. Thomsen was re-elected as Board member for a period of two years.
Erik Gunnes was elected as new Board member for the employees for a period of one year.
Odny Lysberg was elected as a new Board member for the employees for a period of one year.
Venche Johnsen was elected as new regularly attending alternate for the employees for a period of one year.
Election of deputy chair of the Board of Directors
Bård Benum was re-elected as deputy 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 one year.
Thor Arne Falkanger was elected as representative for the EC holders for a period of one year.
Marit Dille was re- elected as representative for the depositors for a period of two years.
Tove-Lise Torve was elected as representative for the public appointees for a period of two years.
Rolf Bratli was elected as representative for the employees for a period of two years.
As alternate:
Berit Tiller was elected as alternate for the EC holders for a period of two years.
Nils Martin Williksen was elected as alternate for the EC holders for a period of one year.
Anne-Lise Aunaas was elected as alternate for the depositors for a period of two years.
Stig Klomsten was elected as alternate for the public appointees for a periode of two years.
Anders Skrove was elected as alternate for the employees for a period of two years.
Election of Chairman of the Nomination Committee
Lars B. Tvete was re-elected as Chairman of the Nomination Committee for a period of one year.
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)
This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: SpareBank 1 SMN via Globenewswire
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: SpareBank 1 SMN via Globenewswire
HUG#1999600
