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SpareBank 1 SR-Bank
Pre-Annual General Meeting Information • Sep 9, 2025
3752_rns_2025-09-09_f1fafab3-3a86-475b-98ef-d42d0c65999c.pdf
Pre-Annual General Meeting Information
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SPAREBANK 1 SØR-NORGE ASA – NOTICE OF EXTRAORDINARY GENERAL MEETING 30 SEPTEMBER 2025 at 16:00.
Agenda:
| Item 1 | Opening of the meeting by the Chair of the Board, who will also chairs the meeting in accordance with article 4-2 of the articles of association. |
|---|---|
| Item 2 | Approval of the notice and the agenda. |
| Item 3 | Election of a person to co-sign the minutes together with the Chair of the meeting. |
| Item 4 | Authorisation to the Board of Directors to implement a share buy-back program. |
SpareBank 1 Sør-Norge ASA will hold an extraordinary general meeting on 30 September 2025 at 16:00 as a digital meeting, where shareholders may participate electronically via PC, phone, or tablet. Shareholders who do not wish to attend electronically may exercise their shareholder rights by submitting a proxy or casting an advance vote. No registration is required for shareholders who wish to attend the digital meeting, but shareholders or their proxies must be logged in before the meeting starts in order to participate.
Advance voting or proxy submission must be done electronically via VPS Investor Services or on the company's website www.sb1sornorge.no by 26 September 2025 at 16:00. Alternatively, the attached proxy/advance voting form may be sent to SpareBank 1 Sør-Norge ASA, attn. Drift Verdipapirtjenester, P.O. Box 250, 4068 Stavanger, Norway, or by email to [email protected]. The form must be received by 26 September 2025 at 16:00.
If shares are registered with a nominee, the notice must be forwarded to the nominee in accordance with the Norwegian Public Limited Liability Companies Act § 1-8 and the Central Securities Depository Act § 4-5 with related regulations. Shareholders must communicate with their nominee, who is responsible for submitting votes or registrations. The nominee must register this with the company no later than 26 September 2025 at 16:00, in accordance with § 5-3 of the Public Limited Liability Companies Act.
SpareBank 1 Sør-Norge ASA is a public limited company governed by the Norwegian Public Limited Liability Companies Act. The company has issued 375,456,307 shares, each carrying one vote at the general meeting. All shares have equal rights. Each shareholder has the right to attend and vote for the number of shares they own as of 23 September 2025, five business days before the meeting.
As of the date of this notice, the company holds 35,463 treasury shares, which do not carry voting rights. The number of voting shares is therefore 375,420,844. The exact number of voting shares will be announced at the general meeting.
The notice and related documents are available on the company's website: www.sb1sornorge.no. Shareholders may request paper copies by contacting the company at [email protected]. For questions regarding the general meeting, please call to SpareBank 1 Sør-Norge ASA at +47 468 27 650.
Stavanger, 9 September 2025
Finn Haugan Chair of the Board of Directors
Attachments: Appendix 1: Proxy and advance voting form Appendix 2: User guide for participating in the digital general meeting
INFORMATION ON ITEMS TO BE CONSIDERED
Item 4: Authorisation to the Board of Directors to implement a share buy-back program.
The company may only repurchase its own shares based on authorisation from the general meeting, cf. § 9-4 of the Public Limited Liability Companies Act and § 10-5 of the Financial Institutions Act.
The Board proposes that the general meeting grants the Board authorisation to repurchase shares corresponding to 2% of the company's share capital. It is assumed that shares repurchased under this authorisation will be cancelled following a resolution by the general meeting. The main purpose of the authorisation is to provide the company with flexibility in managing surplus capital, where share buybacks may supplement dividend distribution. In addition, any repurchase will reduce equity and the number of shares, which may contribute to increased return on equity and earnings per share.
Proposed resolution: Authorisation to the Board of Directors to implement a share buy-back program
- Pursuant to § 9-4 of the Public Limited Liability Companies Act and § 10-5 of the Financial Institutions Act, the Board is authorised, on behalf of the company and on one or more occasions, to acquire treasury shares with a total nominal value of up to NOK 187,727,613, corresponding to approximately 2% of the current share capital.
- The maximum amount payable per share is NOK 225, and the minimum is NOK 25.
- Acquisition of shares shall take place through trading on the Euronext Oslo Børs.
- Repurchase of shares is subject to approval by the Financial Supervisory Authority of Norway.
- The authorisation is valid until the company's Annual General Meeting in 2026, but in any case no later than 30 June 2026.
Extraordinary General Meeting in SpareBank 1 Sør-Norge ASA will be held on 30. September 2025 at 16:00 as a digital meeting.
Registration:
Shareholders have the opportunity to participate online, and registration is not required to attend. However, shareholders must be logged in before the meeting starts. Login opens one hour prior to the start of the meeting. Please refer to the separate guide on how to participate.
The shareholder is registered with the following number of shares at the time of the notice: ………………….,and voting rights for the number of shares owned as of the shareholder registration date: 23 September 2025.
The deadline for registering advance votes, proxies, and instructions is 26 September 2025 at 16:00.
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Proxy without voting instructions
If you are unable to attend the Extraordinary General meeting yourself, this proxy may be used by the person you authorize, or you may submit the proxy without specifying the name of the proxy holder. In such cases, the proxy will be considered granted to the Chair of the Board or a person authorised by them. This proxy form applies to proxy without voting instructions. If you wish to provide voting instructions, please refer to the proxy with voting instructions.
This proxy must be received by SpareBank 1 Sør-Norge no later than 26 September 2025 at 16:00. Registration is done electronically via the company's website www.sb1sornorge.no or via VPS Investor Services. To access electronic registration, the above-mentioned PIN code and reference number must be provided. Alternatively, the proxy form may be sent by mail to SpareBank1 Sør-Norge, Drift Verdipapirtjenester, P.O. Box 250, 4068 Stavanger, or by email to [email protected].
The undersigned, ……………………………………………., hereby grants (check box):
the Chair of the Board of Directors (or someone authorised by him), or
_________________________________ (Name of the proxy in CAPITAL LETTERS)
authorisation to participate and vote at the Extraordinary General Meeting of SpareBank 1 Sør-Norge ASA on 30 September 2025 for my/our shares.
________________________________________________________________________________ Place Date Shareholder's signature (Only sign to provide authorisation)
Proxy with voting instructions
This proxy applies to proxy with voting instructions. If you wish to provide voting instructions to the proxy holder, this form must be used. The agenda in the voting instruction section below refers to the items on the agenda for the Extraordinary General Meeting. Proxy with voting instructions may be granted to the person you authorise, or you may submit the proxy without specifying the name of the proxy holder. In such cases, the proxy will be considered granted to the Chair of the Board or a person authorised by them.
This proxy must be received by SpareBank 1 Sør-Norge no later than 26 September 2025 at 16:00. Postal address: SpareBank 1 Sør-Norge, Drift Verdipapirtjenester, P.O. Box 250, 4068 Stavanger, or by email to [email protected].
The undersigned, …………………………………, hereby grants (check box):
the Chair of the Board of Directors (or someone authorised by him), or
____________________________________________ (Name of the proxy in CAPITAL LETTERS)
authorisation to participate in and vote for my/our shares at the Extraordinary General Meeting of SpareBank 1 Sør-Norge ASA on 30 September 2025.
Votes must be cast as set out in the instructions below. Please note that not checking an item on the agenda below will be considered an instruction to vote "for" the proposals made in the notice of the meeting, although such that the proxy will decide how to vote when proposals are made in addition to, or as a substitute for, the proposals in the notice. In the event that the voting instructions are unclear, the proxy will exercise their authority based on a sensible interpretation of the instructions. If such interpretation is impossible, the proxy may elect to abstain from voting.
| Agenda Extraordinary General Meeting 2025 | For | Against | |||
|---|---|---|---|---|---|
| Abstain | |||||
| 1 | Opening of the meeting by the Chair of the Board of Directors | No vote | |||
| 2 | Approval of the notice and the agenda | ||||
| 3 | Election of a person to co-sign the minutes together with the Chair of the | ||||
| meeting. | |||||
| 4 | Authorisation to the Board of Directors to implement a share buy-back program. |
___________________________________________________________________________________________ Place Date Shareholder's signature (Only sign to provide authorisation)
GUIDE FOR ONLINE PARTICIPATION
SpareBank 1 Sør-Norge ASA will hold Extraordinary General Meeting on 30 September 2025 at 16.00 pm as a digital meeting, where you get the opportunity to participate online with your PC, phone or tablet.
We would also like to point out that shareholders have the opportunity to pre-vote or grant a proxy before the meeting. See the notice for further details on how to register this. If you pre-vote or grant a proxy, you can still log in to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the matters.
No registration is required for shareholders who wish to participate online, but shareholders must be logged in before the general meeting starts. If you log in after the general meeting has started, or have not pre-registered your participation, you will be given access to follow, but without the right to vote.
ACCESS THE ONLINE GENERAL MEETING
Go to the following website:https://dnb.lumiconnect.com/
either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.
enter Meeting ID: 100-939-999-770 and click Join Meeting:
Alternatively put direct link in your browser https://dnb.lumiconnect.com/100-939-999-770
You must then identify yourself with.
a) Ref. number from VPS for the general meeting
b) PIN code from VPS for general meeting
Once you are logged in you will be able to see your name, the number of votes you have, and you can choose the system language Norwegian or English.
Please note that you must have internet access during the entire meeting.
HOW TO FIND YOUR REFERENCE NUMBER AND PIN CODE
All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.
All VPS directly registered shareholders have access to investor services either via https://investor.vps.no/garm/auth/login or internet bank. Contact your VPS account operator if you do not have access.
Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).
Shareholder who do not find their reference number and PIN code for access, or have other technical questions is welcome to call SpareBank 1 Sør-Norge ASA, Issuer Services on phone +47 468 27 650 between kl 08.00 – 16.00.
Custodian registered shareholders: Shares held through Custodians (nominee) accounts must exercise their voting rights through their Custodian. Please contact your Custodian for further information.
Matters to be voted on will be pushed to your screen when voting is due. If necessary, click on the VOTING option when available. Normally, all matters will be available for voting at the start of the meeting, and you can vote as quickly as you wish on all matters.
To vote, select FOR, AGAINST or ABSTAIN, and you will see a confirmation text with your choice.
You may also be given an option where you can vote collectively on all matters. If you use this option, you can still override the voting direction on individual matters if desired.
You can change or cancel your votes as many times as you like, until the meeting chair closes the voting on the individual matters. Your last choice will be valid.
NB: Logged-in shareholders who have not enrolled, pre-voted or given a proxy will not have voting available.
QUESTIONS / COMMENTS TO THE GENERAL MEETING
Written questions or comments on the items on the agenda can be submitted by shareholders throughout the general meeting.
To view published questions from other shareholders, or if you yourself wish to ask questions or comment on any of the items on the agenda, select MESSAGES
All shareholders who submit questions or comments will be identified to other shareholders by name, but not by shareholding.
Questions submitted online will be moderated before they are published and will be sent to the meeting chair. Submitted questions will therefore not necessarily appear immediately. If you have technical questions or similar, you will be able to get a direct answer from the moderator that only you will see.