SpareBank 1 SMN : Resolutions of the Supervisory Board

3/29/2019, 8:00 AM (Source: GlobeNewswire)

The Supervisory Board has at its meeting on 28 March 2019 adopted the following resolutions: 

Approval of the annual accounts for 2018, including application of the profit for the year.

The annual accounts as presented and with additional information are adopted as the Bank's annual accounts for 2018. 

The Supervisory Board approved the Board of Directors' proposal regarding the annual accounts and management report for 2018 along with the proposed distribution of profit, including payment of dividend of NOK 5.10 per equity certificate (EC) to parties who are EC holders as at 28 March 2019 with payment taking place on 5 April 2019. ECs of SpareBank 1 SMN are quoted as ex dividend on 29 March 2019.

The Supervisory Board also approved the Board of Directors' recommendation to allocate NOK 373m to non-profit causes, of which NOK 293m is to be donated to the foundation Sparebankstiftelsen SMN and the remaining NOK 80m as gifts to non-profit causes. The equalisation fund and the ownerless capital receive NOK 526m and NOK 297m respectively.

The Board of Directors was authorised to distribute the amount allocated to non-profit causes.

Senior employees' terms and conditions, the audit report 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 2019 are adopted.

Authorisation to acquire and establish a security interest in the Bank's treasury ECs 

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: 

I.         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.

II.        The smallest amount payable for the ECs is NOK 1 and the highest amount is NOK 200.

III.      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.

IV.      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.

V.        The authorisation is valid for 15 months as from 28 March 2019.

VI.      The authorisation replaces the existing repurchase authorisation.

Election of deputy chair of the Supervisory Board 

Re-election of Per Olav Tyldum as deputy chair for a two-year term.

Election of members of the Board of Directors

Re-election of Kjell Bordal as board member for a two-year term.

Re-election of Bård Benum as board member for a two-year term.

Re-election of Morten Loktu as board member for a two-year term.

Election of Christian Stav as board member for a two-year term.

The Supervisory Board was duly informed that Inge Lindseth and Christina Straub are the employees' regularly attending board members and that Oddny Lysberg is the employees' alternate board member for a two-year term. 

Election of chair of the Board of Directors

Kjell Bjordal re-elected chair of the Board of Directors for a two-year term 

Elections to the Supervisory Board's election committee

Re-election of Lars B. Tvete as representative of the EC holders for a two-year term.

Re-election of Thor Arne Falkanger as representative of the EC holders for a two-year term.

As alternate member:

Re-election of Nils Martin Williksen as representative of the EC holders for a two-year term.

As chair of the election committee:

Re-election of Lars B. Tvete for a two-year term.

 

This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)




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Source: SpareBank 1 SMN via Globenewswire

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