SpareBank 1 SMN

AGM Information • Mar 28, 2023

MINUTES OF MEETING OF THE SUPERVISORY BOARD OF SPAREBANK 1 SMN

On ²⁸ March ^{2023 a} meeting ofthe Supervisory Board was held at Søndre Gate 4, Trondheim.

ITEM 1: Opening of the meeting and recording of members present

The Supervisory Board chair, Knut Solberg, opened the meeting and wished everyone welcome.

The following persons were present:

Sæheim Elin Fossvik	Lilly Nyheim Gunn
(vara)	Stig Klomsten
Rita Bakken Anne	Anders Skrove
Møller Anne Peggy	Va/stad-Ao/mo Anne
Elin Hagerup	j Larsen ørn B
Line Melkild	Langseth Eivind
Geir Hagen	Erik Gunnes
Marit Eriksen Se/lie	Geir Tore Mathisen
Randi Bakken	0. Johan Lian
Vegard Krohn-Hansen Wollert	Storler Johanne
	Forbord

The following were also present:

From the Board of Directors: Board chair Kjell Bjordal, Christian Stav, Freddy Aursø, Mette Kamsvåg, Tonje Foss, Inge Lindseth and Christina Straub.

From the Administration: Group CEO Jan-Frode Janson, executive director Trond Søraas, executive director Ola Neråsen, executive director Rolf Jarle Brøske, executive director Kjersti Hønstad, head of corporate communications Eirin S. Røkke, head of community dividend Hilde Sem Lykke, head of group administration Kristin Sæther and PA to the Group CEO, Sophie Eidsaune.

Auditor Rune Kenneth Lædre was present.

Resolution:

The item was taken as information and ^a list ofthose present was included in the minutes.

ITEM 2: Appointment of two persons to sign the minutes together with the meeting chair

It was proposed that Cathrine Tronstad and Vegard Forbord should sign the minutes together with the meeting chair. The proposal was unanimously approved.

Resolution:

Cathrine Tronstad and Vegard Forbord were appointed to sign the minutes toqethet with the meeting chair.

ITEM 3: Approval of the notice of the meeting and the agenda

The notice ofthe meeting, the agenda and relevant documents had been made available by e-mail on ⁷ March 2023. No objections were forthcoming to the notice or to the agenda.

The meeting was declared quorate.

Resolution:

The notice ofthe meeting and the agenda were duly approved.

ITEM4: Briefing by the chair of the Board of Directors and the Group CEO

Chair of the Board of Directors, Kjell Bjordal, and Group CEO Jan-Frode Janson gave ^a briefing on the past year's developments at SpareBank ¹ SMN.

Resolution:

The Supervisory Board took the item as information.

ITEMS: Briefing on the embezzlement case

Group CEO Jan-Frode Janson gave ^a briefing on the embezzlement case at SpareBank ¹ SMN.

Resolution:

The Supervisory Board took the item as information.

ITEMG: Approval of the annual accounts for 2022, including application of the profit for the year

CFO Trond Søraas gave ^a briefing on the annual accounts ofSpareBank ¹ SMN for ²⁰²² and put forward ^a proposal for application ofthe profit for the year.

External auditor, Rune Kenneth Lædre, gave ^a briefing on the audit.

Resolution:

The Supervisory Board approved the Board ofDirectors' proposalfor the annual accounts and management reportfor ²⁰²² and the proposed distribution ofthe net profit. The Supervisory Board decided on the payment ofa cash dividend ofNOK 6.50 per equity certificate to those who are holders ofequity certificates as of28 March ²⁰²³ with payout taking place on ¹¹ April 2023. SpareBank ¹ SMN's equity certificates will be quoted exdividend on 29 March 2023.

The Supervisory Board approved the Board ofDirectors' recommendation to allocate NOK 474m to non-profit causes, ofwhich NOK 230m is to be disbursed as donations to non-profit causes and NOK 244m to Sparebankstiftelsen SMN. The dividend equalisation fund and the owner/ess capital are to receive NOK 781m and NOK440m respectively. The Board of Directors is given authorisation to distribute the amount set asidefor non-profit causes.

ITEM 7: Approval of auditor's fee for 2022

Knut Solberg made reference to the attached documents and reviewed their content.

Resolution:

The Supervisory Board adopted an auditfee ofNOK 1,160,000 (exe. value-added tax)for 2022.

ITEMS: Corporate social responsibility at SpareBank 1 SMN

Knut Solberg made reference to the attached documents and reviewed their content.

Resolution:

The Supervisory Board took the item as information.

ITEM9: SpareBank ¹ SMN's annual report for 2022: community dividend

Rolf Jarle Brøske and Hilde Sem Lykke made reference to the attached documents and reviewed their content.

Resolution:

The Supervisory Board took the item as information.

ITEM 10 Authorisation to issue subordinated debt and hybrid capital

Trond Søraas made reference to the attached documents and reviewed their content.

Resolution:

The Supervisory Board authorised the Board ofDirectors to issue senior non-preferred debt instruments that can be used to meet the minimum requirement under Section 20-9 subsection (1) ofthe Financial Institutions Act, and subordinated debt and hybrid capital, in Norwegian kroner or the equivalent in foreign currency, distributed as follows:

non-pref debtinstruments Senior erred	million 10,000 NOK
Subordinated debt	million 2,500 NOK
capital Hybrid	million 1,750 NOK

This authorisation may be delegated and remains valid until thefinal accounts for ²⁰²³ are adopted.

ITEM 11: treasury ECs Authorisation to acquire or establish ^a security interest in the Bank's

Trond Søraas made reference to the attached documents and reviewed their content.

Resolution:

The Supervisory Board authorised the Board ofDirectors to acquire, and to establish ^a security

interest in, the Bank's treasury ECs in ^a total nominal amount ofNOK200 million within the limits setforth in law and regulations and subject to thefollowing conditions:

• 1. The overall holding ofECs owned by the Bank and/orin which it has ^a consensual security interest may not exceed ⁵ per cent ofthe Bank's issued EC capital.
• 2. The smallest amount payableforthe ECs is NOK ¹ and the highest amount is NOK 300.
• 3. 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.
• 4. Acquisition ofECs 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.
• 5. The authorisation is validfor ¹⁸ months asfrom ²⁸ March 2023.
• 6. This authorisation replaces the existing repurchase authorisation and may be delegated.

ITEM 12: Election of the Supervisory Board's deputy chair

The Election Committee chair, Lars Bjarne Tvete, made reference to the attached documents and reviewed their content. He specifically explained the Election Committee's rationale for its recommendation.

Resolution:

Marit Se/lie Eriksen was elected deputy chair ofthe Supervisory Boardfor ^a term of2 years.

ITEM 13: Election of the Supervisory Board's election committee

The Election Committee chair, Lars Bjarne Tvete, made reference to the attached documents and reviewed their content. He specifically explained the Election Committee's rationale for its recommendation.

Resolution:

Lars Bjarne Tvete was re-elected chair ofthe Election Committee for ^a term of2 years. FrithjofAndersson was elected ^a member ofthe Election Committee and representativefor the equity certificate holdersfor ^a term of2 years.

Niels Martin Wil/iksen was re-elected alternate member and representative for the equity certificate holders for ^a term of2 years.

Berit Tiller was re-elected alternate member and representative for the equity certificate holdersfor ^a term of2 years.

ITEM 14: Adjustment of the Supervisory Board in connection with the merger

The Election Committee chair, Lars Bjarne Tvete, made reference to the attached documents and reviewed their content.

Resolution:

The Supervisory Board took the item as information.

ITEM 15: Election of members of the Board of Directors

The Election Committee chair, Lars Bjarne Tvete, made reference to the attached documents and reviewed their content.

Resolution:

Kjell Bjordal was re-electedfor ^a term of2 years. Christian Stav was re-electedfor ^a term of2 years. Freddy Aursø was re-electedfor ^a term of2 years. Kristian Sætre was elected new member ofthe Board ofDirectors for ^a term of2 years. Ingrid Finboe Svendsen was elected new member ofthe Board ofDirectors by interim election.

The election ofInge Lindseth and Christina Straub to the Board ofDirectors by the employees, and ofOddny Lysberg election as alternate member, was taken as information by the Supervisory Board.

ITEM 16: Election of chair of the Board of Directors

The Election Committee chair, Lars Bjarne Tvete, made reference to the attached documents and reviewed their content.

Resolution:

Kjell Bjordal was elected chair ofthe Board ofDirectors for ^a term of2 years.

ITEM 17: Fees to employee representatives

The Election Committee chair, Lars Bjarne Tvete, made reference to the attached documents and reviewed their content.

He further explained that the recommendation sent to Supervisory Board members contains an error with regard to the members ofthe Election Committee. The material sent states that election committee members shall receive ^a fee of NOK 40,000 per year, but the correct figure is NOK 35,000 per year.

Resolution:

The Supervisory Board adopted thefollowing fee rates with effectfrom the second quarter of 2023:

	1 SMN SpareBank 2023
Supervisory Board
Chair	meeting per year per 85,000 and 5,000
Deputy chair	meeting. If per per 5,000 acting, 8,000
	meeting
Member/alternate member	meeting per 5,000
Board's committee election Supervisory
Chair	per year 75,000
Member	per year 35,000
Alternate member	meeting per 5,000
of Directors: Board
Chair	per year 600,000
Deputy chair	per year 315,000
Member	per year 275,000
Alternate member	meeting per 13,000
committee Audit
Chair	per year 75,000
Member	year per 50,000
Risk committee
Chair	year per 80,000
Member	per year 55,000
Remuneration committee
Chair	per year 40,000
Member	per year 27,000
committee Technology
Chair	per year 30,000
Member	year per 20,000

Committees by the appointed Supervisory
Board	year 5,000 per
earnings Lost	meeting per 2,300 day

Other remunerations:

• Documented loss of earnings or payment for ^a substitute is reimbursed at up to NOK 2,300 per meeting day
• For employees, documentation from the employer shall be presented.
• For the self-employed, documentation showing what it costs to hire assistance shall be presented.
• Undocumented loss of earnings for the self-employed may be reimbursed at up to NOK 1,000 per day.
• Travel expenses are reimbursed in accordance with the Bank's rules in effect at any and all times. At present upon presentation of ^a bill.

ITEM 18: Report on remuneration to senior personnel

Kristin Sæther made reference to the attached documents and reviewed their content.

Resolution:

The Supervisory Board held an advisory vote on the remuneration reportfor ²⁰²² and endorsed the report withoutfurtherremarks.

ITEM 19: Amendment of the Articles of Association

The chair ofthe Board ofSupervisors, Knut Solberg, made reference to the attached documents and reviewed their content.

Resolution:

The Supervisory Board adopted an amendment to Article 2-3 ofthe Articles of Association which reads as follows:

By external capital is meant capital that is not equity capital as this is defined at any and all times in the Financial Institutions Act with associated regulations.

Any resolution or authorisation to raise additional Tier ¹ capital, including hybrid capital, or Tier ² capital, including subordinated debt, or eligible liabilities with priority as stated in the Financial Institutions Act section 20-32, first subsection, no. 4, shall be passed by the Supervisory Board by the same majority as that required to amend the Articles of Association.

Any resolution or authorisation to raise other external capital is to be adopted by the Board ofDirectors.

The savings bank shall, in the contractual terms and conditions employed when raising debt, specify the loan's priority in the event ofthe bank being wound up and the degree to which the loan may be written down during ongoing operationsforthe purpose ofcovering ^a deficit recognised in the accounts.

There being no further business on the agenda, the meeting was closed.

***

(Supervisory Board chair)

Cathrine Tronstad