MINUTES
FROM
THE ACCOUNTING MEETING OF SPAREBANKEN
ROGALAND'S
S
UPERVISORY
B
OARD ON
T
HURSDAY
,
31
M
ARCH
2005
AT
3
P
.
M
.
A meeting of Sparebanken Rogaland's Supervisory Board was held on 31 March 2005, chaired by the chairman of the Supervisory Board, Einar Risa.
The meeting took place at Bjergsted Terrasse 1, Stavanger.
A written summons to the meeting, including the agenda and documents, was sent out in advance in accordance with Section 11 of the (Norwegian) Savings Bank Act.
There were no comments on the summons. 43 members and deputies were present: Mette Reke
Kjell Hognestad Mandrup Hovland Sølvi L. Nordtveit Anbjørn Vaage Synnøve Irene Bakke Kåre Hansen
Karl Endre Igland Svein Kj. Søyland Lasse Sølhusvik Svein Ove Alvestad Arild Urdal
Terjer Hidle Arne Maudal Peder Eikeland Hans Greger Aarenes Marta Gudmestad Einar Risa Alf Erevik Per Hedberg Øyvind A. Tandberg Birte Næsheim Bjørn Apeland Knut Næss Trygve Jacobsen
Hanne Karoline Kræmer Bjarne Andersson Terje Nysted Erik Finnestad Leif Inge Slethei Bjørn Berland Arnt Eivind Roth Halvorsen
Anne Nystrøm Kvale Lars Magne Markhus Vibeke Solheim
Kirsten Siv Ellingsen Harald Utvik Hamre Morten Erga
Eli Lunde Wells Erling Trædal Grete Berge Østhus Astrid H. Trondsen Ragnhild Hegrestad
In addition, members of the board, members of the audit committee, the auditor and representatives from the administration were present.
The following were elected to sign the minutes together with the chairman of the Supervisory Board:
Svein Kj. Søyland Arnt E. Roth Halvorsen
The following persons were elected to count the votes:
Odd Broshaug
Inger Tuxen
Seri Berge
ITEM 1/310305 ANNUAL REPORT AND ACCOUNTS
Managing Director Terje Vareberg gave an account of the main figures in the annual accounts and balance sheet.
The chair of the board Geir Worum briefed the meeting on the director's report and presented the board's proposal for application of the profit for the year.
Auditor Torbjørn Larsen from the auditing firm PricewaterhouseCoopers AS gave an account of the Auditor's Report for 2004, and the deputy chair of the audit committee, Odd Broshaug, presented the audit committee's report for 2004.
Resolution:
The Supervisory Board adopted the accounts and balance sheet for 2004 for
Sparebanken Rogaland and the group, including year-end adjustments, and application of the profit for the year, in accordance with the Board's proposal:
NOK million
Profit for the year 582.7
Revaluation reserve 0
Available for distribution 582.7
Dividend (NOK 23 per primary capital
certificate) 208.1
Equalisation reserve 132.2
Share attributable to primary capital certificate owners
340.3
The bank’s reserve 182.4
Endowment fund 60.0
Total 582.7
The Supervisory Board authorises the Board of Directors to administer the bank's endowment fund.
Auditor's fees
Auditing fees for the auditing firm PriceWaterhouseCoopers AS are set at NOK 548,000 for the bank and at a total of NOK 782,000 for the group.
The Audit Committee's annual report for 2004 and plan for 2005 is taken under advisement.”
ITEM 2/310305 BRIEFING ON THE ALLOCATION OF THE ENDOWMENT FUND
Managing Director Terje Vareberg briefed the meeting.
Resolution:
”The Supervisory Board took the account on the allocation of funds for the public good under advisement.”
ITEM 3/310305 SPLITTING OF THE PRIMARY CAPITAL CERTIFICATES AND THE BONUS ISSUE, FIRST CONSIDERATION
(amendment to the Articles of Association)
Finance and Risk Management Director Tor Dahle briefed the meeting on the matter.
Resolution:
”1. The nominal value of the primary capital certificates is split in two, so that the nominal value is to be NOK 50. After splitting the primary capital certificates in two, the number of certificates will amount to a total of 18,091,668.
2. Increase of the bank's primary capital through a bonus issue. The primary capital is increased by 226,145,850, from NOK 904,583,400 to NOK 1,130,729,250, through the issue of 4,522,917 new primary capital certificates (free certificates).
The bonus issue is carried out through the transfer of NOK 226,145,850 from the equalisation reserve. The new nominal value of the primary capital certificates will be NOK 50.
A total of 4,522,917 new primary capital certificates at NOK 50 each will be issued. Four old primary capital certificates will entitle owners to one new primary capital certificate. The allotment will be based on the number of certificates the individual primary capital certificate owner has on the day the Supervisory Board makes its final decision, 31
March 2005. After the bonus issue, the total number of primary capital certificates will amount to 22,614,585.
Primary capital certificate owners who, on the basis of above ratio, own certificates for which no new primary capital certificates will be issued, are entitled to part-certificates for their excess primary capital certificates. The bank will on their behalf sell the primary capital certificates that are owned by the part-certificate owners. The sale will take place in the market on the first stock exchange day after the bonus issue has been registered with the Norwegian Central Securities Depository. That ratio of the sales amount which each part-owner is entitled to, will be credited to the owner's dividend account in the Norwegian Central Securities Depository as soon as this is practically possible. The new primary capital certificates will have the same priority as existing primary capital certificates. The new primary capital certificates entitle the owners to dividend as of and including the accounting year 2005, and other rights as of and including the date the capital increase is registered in the (Norwegian) Register of Business Enterprises."
3. Amendment of Chapter 2, Section 2.1, first paragraph, of the Articles of Association: On the basis of the above, we propose that the bank's Articles of Association, chapter 2, Section 2, first paragraph, be amended from:
"The saving bank's primary capital amounts to NOK 904,583,400 divided among 9,045,834 fully paid-up primary capital certificates of NOK 100 each."
to:
"The saving bank's primary capital amounts to NOK 1,130,729,250 divided among 22,614,585 fully paid-up primary capital certificates of NOK 50 each."
ITEM 4/310305 SETTING-UP OF OFFICES, FIRST CONSIDERATION (AMENDMENT TO THE ARTICLES OF ASSOCIATION)
Managing Director Terje Vareberg briefed the meeting on the matter.
Resolution:
”In a joint meeting, the Supervisory Board and the Board of Directors authorise the Board of Directors to establish up to two new branch offices in the county of Hordaland and a division office in Farsund in the county of Vest-Agder, within one year from the current date. The authorisation is valid until 31 March 2006.
The Supervisory Board authorises the Board of Directors to carry out amendments to Section 1.1 Office municipalities and Section 3.2 Election districts for the Supervisory Board, once the offices have been established.”
ITEM 5/310305 AUTHORISATION TO ACQUIRE AND MORTGAGE OWN PRIMARY CAPITAL CERTIFICATES
Director of Finance and Risk Management Tor Dahle gave an account of the matter.
Resolution:
¾ ”The Board is authorised to acquire and mortgage the bank's own primary capital certificates in the total nominal value of NOK 350 million, within the limits that are stated in the statutes and regulations.
¾ The overall stock of primary capital certificates owned by the bank, or that the bank has a mortgage created by agreement in, may not exceed 10% of the bank's primary capital.
¾ The minimum amount that can be paid for primary capital certificates is NOK 50, and the maximum amount is NOK 500. Following a possible bonus issue in the spring of 2005, the maximum amount is set at NOK 300. This limit also applies to mortgage by agreement, so that the claim secured by the mortgage must remain within these limits.
¾ Acquisition of primary capital certificates must take place in the securities markets, via the Oslo Stock Exchange, and disposal must take place through sale in the same market, possibly as a private placement directed at employees, within the applicable statutes and regulations.
¾ The authorisation is valid for 18 months, from 1 April 2005 to 30 September 2006."
ITEM 6/310305 AMPLIFICATION OF THE DIVIDEND POLICY
Director of Finance and Risk Management Tor Dahle gave an account of the matter.
Resolution:
”Sparebanken Rogaland’s financial objective for its activities is to attain profits that offer good and stable returns on the bank's overall shareholders’ equity, thus
creating shareholder value for the primary capital certificate owners, in the form of competitive dividends and value appreciation for the primary capital certificates. The bank's profit for the year will be distributed among the primary capital
certificate owners and the savings bank's reserves in accordance with their share of the bank's shareholders’ equity.
In the pro rata distribution between cash dividend and the equalisation fund, there will be differences as to when the bank's shareholders’ equity development must be given emphasis.”
ITEM 7/310305 BRIEFING
Managing Director Terje Vareberg gave an account of the following: ¾ Changes to the (Norwegian) Savings Bank Act
Resolution:
The briefing was taken under advisement
_________________ ____________________ _________________ Einar Risa Svein Kj. Søyland Arnt Eivind Roth Halvorsen
