Sparebanken Sør — AGM Information 2021

Mar 25, 2021

Minutes from:	Meeting of the Board of Trustees in Sparebanken Sør
Date of meeting:	25th March, at 17:00 p.m. – Virtual meeting via Microsoft Teams due to the current Covid-19 situation.

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 27 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

Berit T. Knudsen and Dag Eide were appointed to co-sign the minutes together with Chair of the Board. The co-signing will be done in Admincontrol by electronic signature.

4 Approval of the agenda

The meeting notice and agenda were available in Admincontrol as of 4 th March 2021. There were no comments on the meeting notice and agenda.

Tommy H. Moi, Nina M. Olsen and Jorunn Aarrestad 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 Annual report and accounts 2020

CEO Geir Bergskaug informed the Board of Trustees about the annual report and accounts for 2020. Sustainability report 2020 inc TCFD report was also informed about.

The Board of Trustees made the following unanimous resolution:

The Board of Trustees has considered the Board of Directors' annual report, annual accounts with notes and auditor's report for Sparebanken Sør Parent bank and Group for 2020.

The Board of Trustees determines the income statement for the Group, showing a profit of NOK 1,094 million, and for Sparebanken Sør (Parent bank), showing a profit of NOK 1,021 million, as the bank's accounts for 2020.

Profit of 1,021 NOK million for the year 2020, regarding Sparebanken Sør (Parent bank) are allocated as follows:

Dividend	219 NOK million
Transferred to gift fund	40 NOK million

charged from dividend equalization fund * transferred to primary capital Interest on hybrid capital Total allocation 1 021 NOK million

-55 NOK million 748 NOK million 69 NOK million

Payment of bank profits is carried out as follows:

• Transfer of funds to the bank's gift fund is carried out immediately
• 8 April, distribution of dividend of 10.40 per equity certificate (163 NOK million)
• The Board of Director's is authorised to pay additional dividends of up to NOK 3.60 per equity certificate (56 NOK million)
• The authorisation is upwards limited to a decision and payment of a dividend of NOK 3.60 per equity certificate to the person who owns the equity certificate at the timeof the Board of Directors' decision.
• The Board of Directors shall carry out an approved distribution considering carefulness assessments in accordance with the Financial Undertakings Act § 10-6 first paragraph
• The authorisation is valid until the ordinary Board of Trustees meeting in the spring of 2022. The board cannot make use of the authorisation until it has been registered in the Register of Business Enterprises.
• Use of the authorisation requires permission from Finanstilsynet or the Ministry of Finance within the authorisation can be used as payment from the equalization fund (*) requires approval in accordance with the Financial Undertakings Act § 10-8

Audit fees 2020 for the bank are set at NOK 652,000. Ex VAT.

7 Statement of determination of fees and other remunerations to senior employees in Sparebanken Sør

Chair of the Board Stein Hannevik gave a brief regarding the submitted statement of determination of fees and other remunerations to senior employees in Sparebanken Sør.

The Board of Trustees made the following unanimous resolution:

The Board of Trustees approves the submitted statement on fees and other remuneration to senior employees.

8 Election of chair and deputy chair to the Board of Trustees

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

The Nomination committee's recommendation: Chair of Board of Trustees – Jorunn Aarrestad Deputy chair of Trustees – Nina Gumpen Hansen

The Board of Trustees made the following unanimous resolution:

Jorunn Aarrestad is elected Chair of the Board of Trustees and Nina Gumpen Hansen is elected Deputy Chair of Trustees. Both elections regarding the period 2021 – 2022.

9 Remuneration to the Technology committee

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

The Nomination committee's recommendation:

The Nomination committee recommends remuneration rates at the same level as the Remuneration committee.

Chair, annual	10.000 NOK
Chair, per meeting	3.200	NOK
Member, annual	5.300	NOK
Member, per meeting	3.200	NOK

The Board of Trustees made the following unanimous resolution:

The Board of Trustees decides that the Technology committee is given remuneration rates equal to the remuneration committee.

10 Information of the Depositors election to The Board of Trustees 2021

The Chair of the Nomination committee Birgitte Midgaard, informed about the Depositors election 2021. The election was held electronic during week no. 7.

The result of the election:

Member	Deputy member	Constituencies
Anders Gaudestad	Bjarte Leer-Helgesen	Kristiansand, Vennesla
Oddmund Ljosland	Erlend Haddeland	Lyngdal, Åseral, Hægebostad
Terje Røsnes	Asbjørn Haugen	Birkenes, Lillesand, Iveland, Evje, Bygland, Valle,
		Bykle

The Board of Trustees took note of the information.

11 Information of the EC holders election to The Board of Trustees 2021

Chair of the Nomination committee for the EC holders Alf Albert, informed about the EC holders election to the Board of Trustees which was held via Microsoft Teams on 16th February 2021.

The result of the election:

Member:	Deputy member:
Eldbjørg Dahl	Harald Rune Øyhovden

The Board of Trustees took note of the information.

12 Election of member to the Nomination committee for EC-holders

Chair of the Nomination committee for the EC holders Alf Albert, informed about the Nomination committee for the EC holders recommendation:

The Nomination committee for the EC holders recommendation: Eldbjørg Dahl

The EC holders of the Board of Trustees made the following unanimous resolution:

Eldbjørg Dahl is elected as member of the Nomination committee for EC-holders.

13 Delegated powers for purchase of own equity certificates

CEO Geir Bergskaug informed the Board of Trustees.

The Board of Trustees made the following unanimous resolution:

Repurchases of own equity certificates can be made in connection with the continuation and extension of the employee stock purchase programme. The equity certificates will be resold to the plan's participants in accordance with more closely specified requirements made by the board.

The bank's administration is given delegated powers to purchase the equity certificates in the capital markets. Such purchases necessitates delegated powers from the bank's Board of Trustees, and approval from the Financial Supervisory Authority of Norway. Purchases of own equity certificates shall be done in compliance with applicable rules and regulations for transactions in the capital markets.

The bank's administration has the authority to choose the book runner(s) for the repurchases of own equity certificates.

This delegated power is in effect until a new, superseding decision is made and in effect.

The board recommends to the Board of Trustees that the following decision is made:

"In accordance with the Financial Institutions Act (Lov om finansforetak og finanskonsern (finansforetaksloven)) §10-5, and the Norwegian public limited liability companies act (Lov om allmennaksjeselskap (Allmennaksjeloven)) §9, the Board of Trustees gives the board delegated powers to purchase and take as collateral, the bank's own equity certificates, given the following provisions:

1. The bank may, on one or more occasions, purchase and/or take as collateral equity certificates with a total nominal amount of up to and including NOK 15 million.

2. The amount paid for each individual equity certificate shall be minimum NOK 75, and maximum NOK 170.

3. The delegated powers shall not be used if this will have a material impact on the bank's core tier 1 capital, and internal requirements and/or requlatory requirements for minimum amounts of capital.

4. Purchases of equity certificates is to happen by purchases through the capital markets through Oslo Stock Exchange, and the sales are to happen through the same market, or through a sale to the bank's employees, subject to the applicable laws, rules and requlations

5. The delegated powers may be used from the time it is approved by the Financial Supervisory Authority of Norway, and registered in the Register of Business Enterprises (Foretaksregisteret).

6. The delegated power may be delegated further.

The delegated power is in effect until the next regularly scheduled meeting of the Board of Trustees, or to 31 March 2022.

14 Delegation of powers to issue senior non-preferred debt

CEO Geir Bergskaug informed the the Board of Trustees.

The Board of Trustees made the following unanimous resolution:

In order to secure compliance with the authorities' requirements regarding minimum amounts of own funds and eligible liabilities (MREL), Sparebanken Sør may issue Senior Non-Preferred debt to external investors in the Norwegian and international capital markets for amounts up to and including an amount equivalent to NOK 8,000 million (NOK 8 billion), with a time to maturity at issuance of up to and including 10 years, and paying either a fixed or floating interest rate. This delegated power holds for both public issuance and private placements.

This delegated power is in effect until the Board of Trustees makes a new, superseding decision.

***

Kristiansand, 25 thMarch 2021

Sign.

Sign.

Jorunn Aarrestad Chair of Board of Trustees Berit T. Knudsen

Sign.

Dag Eide

Please note that this translation from Norwegian has been prepared for information purposes only.