The Supervisory Board has at its meetings on 28th of March passed resolutions on:
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.
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:
Authorisation to acquire and establish a security interest in the Bank's own equity certificates
issued EC capital.
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.
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..
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)
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