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Sparebanken Norge : Annual General Meeting held
Sparebanken Norge : Annual General Meeting

About this update from Sparebanken Norge
MINUTES FROM ORDINARY GENERAL MEETING IN SPAREBANKEN NORGE The Ordinary General Meeting in Sparebanken Norge was held on 26 March 2026 at 12:00 at the bank's office in Jonsvollsgaten 2, Bergen. The agenda was as follows: OPENING OF THE MEETING The General Meeting was opened by the by the Chairman of the General Meeting, Sivert Sørnes. LIST OF ATTENDING MEMBERS 66 members/deputy members were present. The list of attending members is attached as Appendix 1 . Present were also representatives from the Board of Directors and the administration, as well as the independent auditor. Minutes were taken by Silje Hjelmtveit. The General Meeting passed the following unanimous resolution : «The General Meeting approves the list of attending members and deputy members.» ELECTION OF TWO PERSONS TO CO-SIGN THE MINUTES TOGETHER WITH THE CHAIRMAN The General Meeting passed the following unanimous resolution : «Sivert Sørnes is appointed as chairperson Alf Albert and Jacob Nødseth were appointed to co-sign the minutes.» APPROVAL OF THE NOTICE OF THE AGENDA The General Meeting passed the following unanimous resolution : «The notice and the agenda are approved.» BRIEFING ON THE STATUS OF THE BUSINESS CEO, Jan Erik Kjerpeseth, gave a brief on the status of the business and the road ahead. The General Meeting passed the following unanimous resolution : «The General Meeting takes notes of the brief.» ANNUAL ACCOUNTS 2025 The Board of Directors' proposal for annual accounts for the financial year 2025 were attached to the notice, and included the following: Memo regarding the annual report 2025 Annual report including the auditor's report and sustainability certification Report on remuneration of leading personnel with auditor's confirmation CEO Jan Erik Kjerpeseth reviewed and commented on the group's and the parent bank's accounts for 2025. The group's pre-tax profit amounted to NOK 8,110 million. The parent bank's profit after tax amounted to NOK 5.546 million. The CEO referred from the Board of Director's proposal for year-end allocations. The Board of Directors proposes the following allocation of profit in the parent bank: Profit/loss before tax expense, parent bank 6,859 Tax expense 1,313 Profit/loss after tax expense/for disposal 5,546 Dividend on equity capital 2,079 Transferred to donations and customer dividend 2,998 Transferred to primary capital 132 Transferred to equalisation reserve 91 Transferred to hybrid capital 246 Total disposals 5,546 The banks external auditor, Jill Osa-Svanberg with Deloitte AS, gave an account on the auditor's report. The General Meeting passed the following unanimous resolution: «The Board of Directors' proposal for the annual report for the parent bank and the group for 2025 is approved. The Board of Directors' proposal for allocation of the parent bank's profit for 2025 is approved, including distribution of a cash dividend of NOK 12.00 per equity certificate, NOK 1,470 million in customer dividend and NOK 1,528 million in donations for the public benefit. The General Meeting approves the auditor's fee of NOK 2,125,000 for the audit of the annual accounts for 2025 (excluding subsidiaries), and a fee within the range of NOK 2,047,500 to NOK 3,299,375 for the sustainability certification. All sums including VAT. The General Meeting takes note of the Board of Director's report on remuneration of leading personell.» PROPOSAL FOR RENEWAL OF THE AUTHORISATION TO PURCHASE AND PLEDGE OWN EQUITY CERTIFICATES CFO Hans Olav Ingdal gave a briefing of the proposal for renewal of the authorisation to purchase and pledge own equity certificates. The general meeting passed the following unanimous resolution The Board of Directors is authorised to acquire and establish a pledge on own equity certificates for a total nominal value of NOK 25 million within the limits pursuant to laws and regulations. The minimum amount to be paid for the equity certificates is NOK 1 and the maximum amount is NOK 300. These limits also apply to any agreed pledge, which means that the claim that the pledge is intented to secure must be within the same monetary limitations. The acquisition of equity certificates shall take place in the market through Oslo Børs, and disposals shall take place in the same market, or as disposals directed towards employees or representatives pursuant to applicable laws and regulations. The authorisation is valid until 30 June 2027 or until such time as the Norwegian Financial Supervisory Authority revokes the authorisation. The authorization replaces the previously granted authorization from such time as the Norwegian Financial Supervisory Authority has approved it. PROPOSAL FOR AUTHORISATION TO RAISE NON-PREFERRED DEBT CFO Hans Olav Ingdal gave a briefing of the proposal for authorisation to raise non-preferred debt. The general meeting passed the following unanimous resolution «Based on the proposal by the Board of Directors, the General Meeting authorises the Board of Directors to raise Senior Non-Preferred bonds equivalent to an amount of up to NOK 10 billion. The authorisation is valid until 30 June 2027.» PROPOSAL FOR AUTHORISATION TO ISSUE SUBORDINATED BONDS AND SUBORDINATED LOANS CFO, Hans Olav Ingdal, gave a briefing of the proposal for authorisation to issue subordinated bonds and subordinated loans. The general meeting passed the following unanimous resolution «Based on the proposal by the Board of Directors, the General Meeting authorises the Board of Directors to issue/raise and refinance subordinated bonds and subordinated loans for an amount of up to NOK 4 billion. The authorisation is valid until 30 June 2027, or until such time as it is amended or revoked through a new decision by the General Meeting.» DONATIONS FOR THE PUBLIC BENEFIT/CORPORATE SOCIAL RESPONSIBILITY FOR 2026 BASED ON ANNUAL ACCOUNTS FOR 2025 Marketing director, Tonje Marie Schreiner, gave a presentation on donations for the public benefit and corporate and social responsibility for 2026 based on annual accounts for 2025. The framework for the allocation of public-benefit funds for the 2025 allocation year has been set at NOK 1,528 million. In the proposed distribution of these funds, NOK 720 million is earmarked for initiatives in the regions, NOK 517 million for Agenda Vestlandet, and NOK 291 million for the Sør Fund. The General Meeting passed the following unanimous resolution : «The General Meeting endorses the Board of Directors' recommendation for allocation of donations for the allocation year 2026.» REMUNERATION OF OFFICERS FOR SPAREBANKEN NORGE The Chair of the Nomination Committee, Eskild Stenhaug, gave an account for the Nomination Committee's recommendation. The General Meeting passed the following unanimous resolution: «The General Meeting adopts new remuneration rates for directors and officers of Sparebanken Norge in accordance with the recommendation.» The meeting was adjourned. Sivert Sørnes Chair person Sign Alf Albert Jacob Nødseth Sign Sign LIST OF ATTENDING MEMBERS AND DEPUTY MEMBERS ORDINARY GENERAL MEETING 26 MARCH 2026 Name Position Alf Albert Member Alf Håkon Haugland Member Amina Amin Member Anders Gaudestad Member Anita Merete Agdal Member Anne Maria Langeland Member Anne Omholt Hovstad Member Benthe Bondhus Member Bjarte Falkanger Member Bjørn Ove Kristiansen Member Bjørn Rudborg Member Eivind Fykse Member Eivind Lunde Member Eldbjørg Dahl Member Eline Brønn Member Else Marie Nødtvedt Member Eskild Stenhaug Member Fredrik Flakk Hanssen Member Geir Tveit Member Glenn Stangeland Member Gunnar Hillestad Member Gunnar Silden Member Hanne Cecilie Valderhaug Kvalvåg Member Ida Zoi Salvesen Member Inge Vardøy Member Jacob Nødseth Member Jan Omli Larsen Member Jan Terje Nerhus Member Jon Olav Heggseth Member Jostein Lid Member Kari-Anne Landro Member Kjartan Alexander Lunde Member Kristine Johannessen Member Magne Roar Sangolt Member Marit Solberg Member Mathias Hunskår Furevik Member Ole Moe dy Member Sivert Sørnes Member Solfrid Hagen Member Terje Røsnes Member Tone Solheim Grøsle Member Trond Dreyer Member Veronica Hamstad Member Vibekke Hellesund Member Vidar Ås Member Øyvind Langedal Member Bjørn Thømt Deputy member Elin Josephsen Deputy member Fredrik Sandved Deputy member Geir-Atle Ås Deputy member Gry Olsen Tronvold Deputy member Hallvar Bjørgum Deputy member Jan Richard Dyrseth Deputy member Jan Dukene Deputy member Jon-Olav Strand Deputy member Kjell Erik Sandvik Deputy member Kjell Gunnar Lilleøren Deputy member Lasse Kittilsen Deputy member Margunn Hauso Deputy member Martin Malkenes Deputy member Pål Kårbø Deputy member Rune Ramsvik Deputy member Sigrun G. Henriksen Deputy member Siri Schwings Birkeland Deputy member Sverre Gjuvsland Deputy member Tørres Kristian Brøvig Deputy member Total number of attendees: 66 Sivert Sørnes Chair person Sign Alf Albert Jacob Nødseth Sign Sign