MINUTES OF THE MEETING OF THE SUPERVISORY BOARD OF SPAREBANK 1 SR- BANK THURSDAY 26 MARCH 2009, 16.00

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1 MINUTES OF THE MEETING OF THE SUPERVISORY BOARD OF SPAREBANK 1 SR- BANK THURSDAY 26 MARCH 2009, The Supervisory Board of SpareBank 1 SR-Bank held a meeting in Thursday 26 March 2009 at chaired by the Supervisory Board s chairman Svein Kj. Søyland. The meeting took place at Bjergsted Terrasse 1, Stavanger. Written notification of the meeting with agenda and documents were issued in advance in accordance with section 11 of the Savings Bank Act. 33 members and deputy members were present, these being: Brit Elisabeth Bratland Jan Moen Eivin M. Olsen Svein Kjetil Søyland Inga Roda Siv Gausdal Eriksen Jan Olav Tønnevold Karl Endre Igland Lynn Atteraas Erland Arne Madland Ragnhild Hegre Olav Tredal Trygve Jacobsen Kristin Hedberg Randi Larsen Skjæveland Olav Stangeland Olav Linga Leif Inge Slethei Egil Mønnich Hanne Eik Odd Jacob Finnesand Tone Haddeland Magne Vathne Egil Fjogstad Alfred Ydstebø Roar Haualand Christina Lund Frode Handeland Tor Ege Kirsten Siv Ellingsen Lars Magne Markhus Hanne Keth Qvale Kari Helen Tollefsen Also present were chairman Kristian Eidesvik, deputy chairman Gunn Jane Håland and board members Einar Risa, Erik E. Tønnesen, Sally Lund-Andersen, Kåre Hansen, deputy board member Helge Pollestad, external auditors Torbjørn Larsen and Gunnar Slettebø from PricewaterhouseCoopers AS and representatives of management.. There being no comments on the notification and agenda, the meeting was declared to be lawfully constituted. Kari Helen Tollefsen and Christina Lund were elected to sign the minutes together with the chairman of the Supervisory Board.

Written notification of the meeting with agenda and documents were issued in advance in accordance with section 11 of the Savings Bank Act.

2 ITEM 1 ANNUAL SETTLEMENT Group Manager for Finance Erling Øverland advised of the accounts and balance sheet for Chairman Kristian Eidesvik advised of the annual report and the board s proposal for allocation of annual profit. Auditor Torbjørn Larsen from auditors PricewaterhouseCoopers AS advised of the auditors report for 2008 and control committee member Egil Fjogstad advised of the control committee report for The chairman of the meeting referred to the annual report and accounts, balance sheet, notes and report of the board that had been presented and referred the recommendations for approval. The Supervisory Board declares the accounts and balance sheet for 2008 for SpareBank 1 SR-Bank and the SpareBank 1 SR-Bank group, including annual settlement dispositions and allocation of annual profit, in accordance with the board s proposal: Mill kr Morbankresultat etter skatt 365 Overført fra fond for vurderingsforskjeller 36 I prosent Til disposisjon % Utbytte (1,00 kr pr grunnfondsbevis) % Utjevningsfond % 56 % Sparebankens fond % 44 % Gavefond 20 5 % Total % The Supervisory Board gives the board authority over the disposal of the bank s gift fund. Auditors fees Fees to PricewaterhouseCoopers AS for auditing were fixed at NOK 1,643,000 for the bank and NOK 2,509,000 in total for the group. The control committee s report and annual report for 2008 were duly noted. ITEM 2 INFORMATION ABOUT THE CAPITAL SITUATION

Auditor Torbjørn Larsen from auditors PricewaterhouseCoopers AS advised of the auditors report for 2008 and control committee member Egil Fjogstad advised of the control committee report for 2008.

3 The Managing Director gave information about the capital situation of SpareBank 1 SR-Bank and of the measures being considered to strengthen core capital adequacy ratio. The Supervisory Board took the report into consideration. ITEM 3 INFORMATION ABOUT THE DISPOSAL IN 2008 OF THE FUND FOR PUBLIC WELFARE PURPOSES Refer to the note that has been issued. Group Manager Marketing and Communication Thor- Christian Haugland gave information about this item. The Supervisory Board took due note of the information about the disposal of the fund for public welfare purposes. ITEM 4 THE BOARD S DECLARATION ABOUT DETERMINATION OF SALARY AND OTHER REMUNERATION TO LEADING EMPLOYEES Refer to the note that has been issued. Group Manager Arild Langberg Johannessen informed about this item. The Supervisory Board took the item into consideration. ITEM 5 CAPITALIZATION ISSUE, 1st discussion Managing Director Terje Vareberg gave an account of this item and referred to the document that had been issued with the board s grounds for the proposal to carry out a capitalization issue. The following proposal will be put to the next meeting: The board proposes that the Supervisory Board adopts the following at its meeting of 26 March 2009: 1. Increasing the bank s primary capital certificate capital by means of a capitalization issue. The primary capital to be increased by NOK 374,516,725 from NOK 1,872,583,625 to NOK 2,247,100,350 by the issue of 14,980,669 new primary capital certificates (free certificates).

Group Manager Marketing and Communication Thor- Christian Haugland gave information about this item.

4 The capitalization would be carried out by transferring NOK 324,516,725 from the equalisation fund and NOK 50 million from the premium reserve. The face value of the new primary capital certificate should be NOK A total of 14,980,669 new primary capital certificates at NOK 25 would be issued, with 5 old primary capital certificates giving the right to one new certificate. Distribution would be based on the number of certificates each holder has on the day the Supervisory Board makes its final decision, 26 March The total number of issued primary capital certificates after the capitalization would be 89,884,014. Certificate holders who, on the basis of the holding figures mentioned, have certificates for which no new certificates will be issued, will be entitled to part certificates for their excess certificates. The bank will on their behalf sell the primary capital certificates that are owned by part certificate holders. The sale will take place in the market on the first stock exchange day after the capitalization has been registered in VPS. The proportional amount of the sale the individual part certificate holders are then entitled to will be credited to their dividend account in VPS as quickly as practicable. The new primary share certificates will have the same priority as the existing certificates. The new primary capital certificates give an entitlement to dividend from and including the 2009 year of account, and further entitlements from and including the date of registration of the capital increase in the Register of Business Enterprises. 2. Amendment of articles of association, chapter 2, section 2.1 first paragraph Based on the above the bank s articles of association, chapter 2, section 2.1 first paragraph are changed from Sparebanken s primary capital consists of NOK 1,872,583,625 made up of 74,903,345 primary capital certificates at NOK 25 fully paid up. to Sparebanken s primary capital consists of NOK 2,247,100,350 made up of 89,884,014 primary capital certificates at NOK 25 fully paid up. The proposal for capitalization was put forward. The final decision will be taken at the meeting on at ITEM 6 AUTHORISATION FOR ACQUISITION AND PLEDGING AS SECURITY OF PRIMARY CAPITAL CERTIFICATES Refer to the note that has been issued.

A total of 14,980,669 new primary capital certificates at NOK 25 would be issued, with 5 old primary capital certificates giving the right to one new certificate.

5 During the meeting of the Supervisory Board of , the board were authorised to acquire and pledge as security own primary capital certificates up to a ceiling of 10% of the primary capital until 31 March A new authority is necessary to secure the opportunity to acquire and pledge as security own primary capital certificates after that date. The Supervisory Board s decision to give such authority to the board should be approved by the Financial Supervisory Authority of Norway and the decision must be notified to the Register of Business Enterprises before the authority can be exercised. Managing Director Terje Vareberg gave an account of this item. The board is authorised to acquire and pledge as security own primary capital certificates to a total face value of NOK 300 million, within the restrictions of legislation and regulation. The total holding of primary capital certificates that the bank owns and/or has pledged as security may not exceed 10% of the bank s primary capital. The smallest amount that may be paid for the primary capital certificates is one krone and the highest amount is 150 kroner. These limits also apply to security pledges so that the asset being secured must also be within the same monetary amounts. Acquisition of primary capital certificates should be by purchase in the securities market via Oslo Stock Exchange and disposal should be by sale in the same market, or as private sale to employees within the prevailing legislation and regulation, Acquired certificates may also be used in connection with distribution of bonus to employees. This authority applies for 1 year from until All decisions were unanimous. The meeting was concluded at Svein Kj. Søyland Kari Helen Tollefsen Christina Lund

A new authority is necessary to secure the opportunity to acquire and pledge as security own primary capital certificates after that date.

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