Sparebanken Sør — AGM Information 2021

Oct 29, 2021

Minutes from:	Meeting of the Board of Trustees in Sparebanken Sør
Date of meeting:	28October, at 17:00 p.m., hotel Caledonien, Kristiansand

1 Call to order

The meeting was called to order by Chair of Board of Trustees Jorunn Aarrestad.

2 Roll call

A roll call was done. The roll showed present members/deputy members.

In addition, representatives from the Board of Directors and the administration, as well as the independent auditor, were present.

3 Appointment of two representatives to co-sign the minutes

Alf Albert and Hege Kirkhus were appointed to co-sign the minutes together with Chair of the Board.

4 Approval of the agenda

The meeting notice and agenda were available in Admincontrol as of 7 October 2021. There were no comments on the meeting notice and agenda. Rune Røiseland, Terje Spilling og Hildegunn Smidsrød were chosen to count the votes.

5 The status of the business

CEO Geir Bergskaug gave a brief on the status of the business and answered various questions.

6 Remuneration to the trustees of the bank

Chair of the nomination committee Birgitte Midgaard informed about the Nomination committee's recommendation.

The Board of Trustees made the following unanimous resolution:

The Board of Trustees decide that the trustees of the bank are given the remuneration as proposed. The remuneration will be valid from 01.01.2022.

7 Information about the supplementary election of employees' deputy representative to the board Chair of Board of Trustees Jorunn Aarrestad informed about the supplementary election of employees' deputy representative to the board. Tina Marie Kvale was elected as employees' deputy representative to the board.

8 Subordinated capital

CEO Geir Bergskaug informed the Board of Trustees regarding issues of subordinated loan capital.

The Board of Trustees made the following unanimous resolution:

For the purpose of maintaining the bank's capital structure, there may be issues of subordinated loan capital (Tier 2) of up to NOK 850 million (NOK - eight – hundred – and – fifty – million) and hybrid

capital (Tier 1) of up to NOK 650 million (NOK – six – hundred – and – fifty - million) at a fixed or floating interest rate, with repayment due or call after no more than 7 years.

Upon the issuance of new subordinated capital (Tier 2), authorisation is given for the redemption of outstanding subordinated loans and hybrid capital due in 2022 and 2023. This authorisation recognises the subordinated capital bonds ISIN NO0010806649, NO0010793318 and ISIN NO0010768229, as well as the hybrid capital bonds ISIN NO0010809460, NO0010825094, NO0010832157 and NO0010837313.

This power of attorney regarding financing and redemption of outstanding subordinated capital due in 2022 and 2023, will be in effect until 31 December 2022, or until there is a decision for change.

9 MREL eligible non-preferred debt

CEO Geir Bergskaug informed the Board of Trustees regarding issuing MREL eligible non-preferred debt in order to fulfil regulatory requirements.

The Board of Trustees made the following unanimous resolution:

In order to fulfil the regulatory requirements for subordinated debt and eligible liabilities (MREL), Sparebanken Sør may issue MREL eligible non-preferred debt (Senior Non-Preferred) in 2022 and 2023 to external investors in Norwegian and international financial markets of up to NOK 5000 million, with maturities of up to 10 years at a fixed or floating interest rate. This authorisation applies to bonds that are issued publicly or as private placements.

This power of attorney will be in effect until 31 December 2023, or until the Board of Trustees has made a decision for change.

10 The lecture «Finansnæringen og bærekraftig omstilling»

CEO of Finans Norge Idar Kreutzer gave the Board of Trustees a lecture.

***

Kristiansand, 28 October 2021

Sign.

Sign.

Jorunn Aarrestad Chair of Board of Trustees Alf Albert Member of the board of trustees

Sign.

Hege Kirkhus Member of the board of trustees