To the shareholders of SpareBank 1 SR-Bank ASA NOTICE OF ANNUAL GENERAL MEETING Thursday 25 April 2013, 5 p.m. at SpareBank 1 SR-Bank's premises in Bjergsted Terrasse 1, Stavanger AGENDA Item 1 Item 2 Item 3 Item 4 Item 5 Item 6 Item 7 Item 8 Item 9 Item 10 Item 11 Item 12 Item 13 Opening of the General Meeting by the Chairman of the Supervisory Board. Presentation of list of attending shareholders and authorized representatives. Approval of the notice and the agenda. Election of a person to sign the minutes of the General Meeting with the Chairman. Approval of the annual report and accounts for 2012, including the allocation of profits. Approval of the auditor's fee. Statement by the Board in connection with remuneration to senior executives. Amendments Election of Chair and one member of the Audit Committee. Election of 12 members and six deputy members to the Supervisory Board. Election of two members and one deputy member to the Nomination Committee responsible for elections to the Audit Committee and the Supervisory Board of the next Annual General Meeting. Authorization to acquire own shares and to pledge as security own shares Authorization hybrid tier 1 capital and subordinated loans
Registration Participation in the General Meeting, either personally or by authorized representative, must be registered by Tuesday, 23 April 2013 at 12.00 Registration may be done online via VPS Investortjenester or the company website www.sr-bank.no. Registration may also be done by sending the attached attendance slip to: SpareBank 1 SR-Bank ASA c/o SR-Bank Markets Verdipapirservice PO Box 250, 4066 Stavanger by fax to + 47 51 52 45 35 or verdipapirservice@sr-bank.no. The registration form is distributed to shareholders. Shareholders who are unable to attend may be represented by an authorized representative. Authorization forms, with detailed instructions for use, have been distributed to shareholders. Authorization forms can be submitted as above within the deadline. If shares are registered on a manager in VPS, cf. the Public Limited Liability Companies Act Section 4-10, and the beneficial owner wishes to vote for their shares, the beneficial owner shareholder must move the shares into a separate VPS account in the beneficial owner's name prior to the General Meeting. If the owner in this way can prove that he/she has an actual ownership interest in the company, he/she may request to vote. Decisions on voting rights of shareholders and authorized representatives are made by the person opening the meeting. SpareBank 1 SR-Bank ASA is a public limited liability company under the Public Limited Liability Companies Act. 255,751,082 shares in the company have been issued. Each share carries one vote at the General Meeting, and the shares have the same rights. As of the date of this notice, the company has a holding of 596,134 own shares without voting rights. Shares with voting rights after this are 255,154,948. Notice of the Annual General Meeting and associated documents are also posted on the company's website, www.sr-bank.no. Questions may be directed to + 47 51 50 95 50/51. It should be noted that the ballot papers for technical reasons must be collected at the latest at 5 p.m. at the premises. Stavanger, 04 April 2013 The Board of Directors of SpareBank 1 SR-Bank ASA Overview of annexes to the Notice: - Annual Report and Accounts and the Auditor's Report and Audit Committee's report for the 2012 fiscal year - Forms for registration and authorization for the Annual General Meeting (also attached this notice)
INFORMATION ON MATTERS ON THE AGENDA Item 5 Approval of the annual report and accounts for 2012, including the allocation of profits. See the annual report and accounts for 2012 available at www.sr-bank.no/investor Relations. In accordance with the Public Limited Liability Companies Act Section 6-37, third paragraph and the Articles of Association Section 4-6, item 6, the Supervisory Board must submit a statement to the General Assembly concerning approval of: The Board's proposal for the annual accounts The Board's proposal for the appropriation of profits or losses At the Supervisory Board meeting on 3 April 2013 it was decided to issue the following statement to the General Assembly: The Supervisory Board of SpareBank 1 SR-Bank ASA has reviewed the company's proposed annual accounts, annual report, auditor's report and the report of the Audit Committee. The Supervisory Board decided to recommend that the General Assembly approves the annual accounts and annual report for 2012 and a proposal for the appropriation of profits, including the payment of a dividend of NOK 1.50 per share to the shareholders as at 25 April 2013 with payment at the earliest 7 May 2013. The shares in SpareBank 1 SR-Bank ASA will be traded "ex-dividend" 26 April 2013. The General Assembly approves the annual accounts and annual report for 2012 and the proposal for the appropriation of profits, including the payment of a dividend of NOK 1.50 per share to the shareholders as at 25 April 2013 with payment at the earliest 7 May 2013. The shares of SpareBank 1 SR-Bank ASA will be traded "exdividend" 26 April 2013. Item 6 Approval of the auditor's fee. According to the Public Limited Liability Companies Act Section 7-1, second paragraph, the auditor's fee is approved by the General Meeting. The Board's Audit Committee has reviewed the fee and presented its recommendations to the Board. The Board resolved at a meeting on 5 March 2013 to forward the following proposal: "The Board proposes that the Supervisory Board and the Annual General Meeting approves the auditor's fee for the audit of SpareBank 1 SR-Bank ASA of NOK 2,705,000 for 2012." The Supervisory Board approved the auditor's fee in the meeting of the Supervisory Board on 3 April 2013.
The Annual General Meeting approves the auditor's fee for 2012. Item 7 Statement by the Board in connection with remuneration to senior executives. Pursuant to the Limited Liability Companies Act Section 6-16a, the Board must draw up a statement on the remuneration of senior executives. The statement must, in accordance with the Public Limited Liability Companies Act Section 5-6, third paragraph, be dealt with at the Annual General Meeting. The contents of this statement are included in note 22 to SpareBank 1 SR-Bank ASA's accounts for 2012. The statement, cf. note 22 to the annual accounts, is based on previous guidelines, and such that the declaration takes into account the regulations relating to remuneration schemes in financial institutions, securities firms and fund management companies of 1 December 2010. The guidelines are divided into two; 1. Guidelines for the upcoming fiscal year (submitted for advisory vote) 2. Binding guidelines for shares, subscription rights, options, etc. for the upcoming fiscal year (submitted for approval). The Annual General Meeting approves binding guidelines for shares, subscription rights, options, etc. for the upcoming fiscal year. The Annual General Meeting held an advisory vote on guidelines for remuneration to senior executives for the upcoming fiscal year. Item 8 Amendments The Supervisory Board was at a meeting on 6 November 2012 informed about the future role and structure of bank councils. In connection with changes in organization the following amendment is required: It is proposed that the Articles of Association Section 5-1, 4 be amended from "Bank councils must consist of three to five members, one of whom shall be the chairman. The bank councils themselves elect their chairman." to "Bank councils must consist of three to eight members, one of whom shall be the chairman. The bank councils themselves elect their chairman." The General Meeting accepts the proposed amendment.
Item 9 Election of one member and one deputy member of the Audit Committee. The Nomination Committee consisting of Trygve Jacobsen (Chairman), Einar Risa, Hilde Lekven, Helge Baastad and Gro Barka unanimously recommend re-election of the following members of the Audit Committee for a period of 2 years until the Annual General Meeting in 2015: Odd Jo Forsell, Stavanger, Chairman Vigdis Wiik Jacobsen, Stavanger, member The recommendation for re-election of the Chairman is justified that the Chairman of the Audit Committee was elected with effect from 1 December 2012 from conversion to ASA. At least one member must meet the requirements of judges pursuant to the Act relating to the courts of justice of 1915 Section 54 The Chairman of the Committee satisfies this requirement. Re-election of the member is justified by a desire for continuity. The General Meeting endorses the Nomination Committee's proposal for election of the Chairman and one member of the Audit Committee for a period of 2 years until the Annual General Meeting in 2015. Item 10 Election of 12 members and six deputy members to the Supervisory Board. The Nomination Committee consisting of Trygve Jacobsen (Chairman), Einar Risa, Hilde Lekven, Helge Baastad and Gro Barka unanimously recommend re-election of the following 12 members of the Supervisory Committee for a period of 2 years until the Annual General Meeting in 2015: Bente Thurmann-Nielsen, Erfjord Berit Rustad, SpareBank 1 SMN, Trondheim Helge Leiro Baastad, Gjensidige Forsikring ASA, Oslo Hilde Lekven, Sparebankstiftelsen SR-Bank, Stavanger Jorunn Kjellfrid Nordtveit, SpareBank 1 Stiftinga Kvinnherad, Husnes Liv Gøril Johannessen, Vedavågen Ove Iversen, Rosenberg Verft Klubb Andelslag, Stavanger Steinar Haugli, SpareBank 1 Ringerike Hadeland, Hønefoss Svein Kj. Søyland, Sparebankstiftelsen SR-Bank, Stavanger Terje Nysted, Forsand Kommune, Forsand Tone Haddeland, Sandnes Trygve Jacobsen, Westco AS, Stavanger And the re-election/election of the following six deputies to the Supervisory Board for a period of two years until the Annual General Meeting in 2015: Egil Mønnich, Hafrsfjord Jan Eivind Butler Molland, Ålgård Jarle Braut, Bryne Ragnhild Hegre, Sandnes
Siv Gausdal Eriksen, Stavanger Janne Stangeland Rege, Sola (new) The recommendation is justified by a desire for continuity. The current Supervisory Board entered into force 1 January 2012 in connection with the conversion to ASA. The General Meeting endorses the Nomination Committee's proposal for election of 12 members and six deputy members of the Supervisory Board for a period of 2 years until the Annual General Meeting in 2015. Item 11 Election of two members and one deputy member to the Nomination Committee responsible for elections to the Audit Committee and the Supervisory Board of the next Annual General Meeting. The Nomination Committee consisting of Trygve Jacobsen (Chairman), Einar Risa, Hilde Lekven, Helge Baastad and Gro Barka unanimously recommend re-election of the following 2 members of the Nomination Committee for a period of 2 years until the Annual General Meeting in 2014: Einar Risa, Stavanger, Chairman Trygve Jacobsen, Stavanger, member And the re-election of the following one deputy to the Nomination Committee for a period of two years until the Annual General Meeting in 2015: Hanne Eik, Stavanger The recommendation is justified by continuity. The current Nomination Committee entered into force 1 January 2012 in connection with the conversion to ASA. The General Meeting endorses the Nomination Committee's recommendation for election of 2 members and one deputy member of the Nomination Committee for a period of 2 years until the Annual General Meeting in 2015. Item 12 Authorization to acquire own shares and to pledge as security own shares Public Limited Liability Companies can only buy back or pledge as security shares issued by the Company under the authority of the General Meeting, cf. the Public Limited Liability Companies Act Sections 9-4 and 9-5. According to the Group's remuneration scheme, variable remuneration for employees must be paid by half in cash and half in shares issued by SpareBank 1 SR-Bank ASA. In connection with this, the company must acquire its own shares. The company also has the ability to pledge customers' VPS accounts as collateral for loans. As such VPS accounts may include shares in SpareBank 1 SR-Bank ASA, it may in such cases be relevant to pledge as security own shares. The Board is currently authorized to acquire and pledge own shares as security and this is a renewal of the existing authority.
The Board proposes that the General Meeting adopt the following resolution: The board is authorised to acquire and pledge as security own shares to a total face value of NOK 490,000,000, within the restrictions of legislation and regulation. All previous authorizations to acquire and pledge as security own shares are revoked. The total holding of shares 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 shares 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 shares 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 shares may also be used for distribution of bonus to employees. If own shares are sold, the authorization also includes the purchase of new shares to replace those sold as long as the total holding of shares does not exceed NOK 490,000,000. The authorization is valid for 12 months from the decision of the General Meeting. Item 13 Authorization for admission of hybrid tier 1 capital and subordinated loans The Board has previously authorized the admission of hybrid tier 1 capital and subordinated loans. Such authorization is used in connection with the refinancing of debt and/or to strengthen the bank's capital if market or regulatory requirements would necessitate this. Issuance of hybrid tier 1 capital and subordinated loans does not entail any concentration or dilution of the owners. Such authorization was last used in connection with issue of hybrid tier 1 capital and subordinated loans in the autumn of 2012. The Board proposes that the General Meeting adopts the following resolution; The General Meeting authorizes the Board to admit hybrid tier 1 capital and subordinated debt, collectively or individually, by respectively: Hybrid tier 1 capital: Perpetual subordinated loans: currency. NOK 3 billion or the equivalent in foreign currency. NOK 3 billion or the equivalent in foreign Time limited subordinated loans: currency. NOK 3 billion or the equivalent in foreign
All previous authorizations to admit hybrid tier 1 capital and subordinated loans are revoked. The authorization is valid for 18 months from the decision of the General Meeting. Presentation of candidates for election (alphabetical) Helge Leiro Baastad, born 1960. Baastad holds an MBA from Norwegian School of Economics and is CEO of Gjensidige Forsikring ASA. Jarle Braut, born 1946, Bryne, Rogaland County Municipality Hanne Eik, born 1953, Stavanger. Eik holds an MBA from the Norwegian School of Economics and an adviser to the Planning and Development section of Stavanger Municipality. Siv Gausdal Eriksen, Stavanger, born 1962, M. Pharm from the University of Oslo, diploma study in chemist pharmaceutics, Regional Manager for Apotek 1 Norway AS. Odd Jo Forsell, born 1961, Stavanger. Forsell has a law degree from the University of Bergen and runs his own practice in the firm Stavangeradvokatene. Tone Haddeland, born 1969, Sandnes, project manager in the Chamber of Commerce in the Stavanger region Steinar Haugli, født 1957, Hønefoss, Chief General Manager, SpareBank 1 Ringerike Hadeland Ragnhild Hegre, born 1965, Sandnes, general manager of Cilie AS Ove Iversen, born 1963, Hundvåg, Full-time employee representative at Rosenberg WorleyParsons Trygve Jacobsen, Stavanger, født 1946, Managing Director of Westco AS. Liv Gøril Johannessen, født 1964, Karmøy, general manager of Hedersplassen AS and Hedersplassen Eiendom AS Hilde Lekven, born 1966, Nestun. Lekven is regional director with Adecco Norge AS. She has an MBA in strategic management from the Norwegian School of Economics. Jan Eivind Butler Molland, born 1957, Ålgård, general manager of Nor-Lines Egil Mønnich, born 1951, Stavanger, general manager EM Software Partners AS Bente Thurmann-Nielsen, born 1947, Erfjord, general manager Tiramisu reiser med smak AS Jorunn Kjellfrid Nordtveit, born 1951, Valen, Managing Director of the HMR Group Vigdis Wiik Jacobsen, born 1950, Stavanger. Wiik Jacobsen is assistant director/head of exploration Barents Sea, North Energy, Alta and former head of exploration with Gaz de France. Einar Risa, born 1950, resource manager Bergen Group Rosenberg, Stavanger. Risa has a BA from the University of Oslo and is a certified scaffolder. Janne Stangeland Rege, født 1978, Sola, Legislator, Sola municipality Berit Rustad, born 1956, CEO of SpareBank 1 SMN, Trondheim Svein Kj. Søyland, born 1948, Ålgård. Søyland is a farmer and has been mayor of Gjesdal municipality for 8 years.