Minutes
of
the Election Meeting in
the Supervisory Board
of Sparebanken Rogaland
Thursday, 25 March 2004 at 5.30 pm
The meeting took place at Clarion Hotell, Stavanger
Present:
38 members of the Supervisory Board
10 deputy members
Board members, members of the Control Committee, the auditor and representatives from the administration were also present.
The chairman of the Supervisory Board, Einar Risa, chaired the meeting.
The meeting had been called with a written invitation including the agenda and documents that had been issued in advance and in accordance with Section 11 of the Savings Bank Act.
There were no comments on the calling of the meeting or the agenda.
The following were elected to sign the minutes together with the chairman of the Supervisory Board:
Harald Hamre
Mette Reke
The following were elected to count the votes:
Odd Rune Torstrup
Seri Bækkelund
Rolf Simonsen
ITEM 7/250304ELECTION
The Election Committee has had the following members:
Per Hedberg, chairman, Ivar Kolnes, Rolf Ersdal, Odd Broshaug, Borghild Yrkje, Svein Kj. Søyland, Trygve Jacobsen, Birte Næsheim, Berit Mihle Laugaland and Bjørn Berland
The chairman of the Election Committee, Per Hedberg, gave a briefing on the recommendation from the Election Committee.
The Election Committee’s recommendation:
The Supervisory Board / Election period / First electedChairmanGjenvalTerje RuudGjenvalg / Einar Risa / 1 year / 2001 (1994)
Vice chairman / Birte Næsheim / 1 year / 2003 (1999)
The Board
Chairman / Geir Worum / 2 years / 1999
Director of the Board / Magne Vathne / 2 years / 1998
Deputy members
First deputy / Lise Hansson / 1 year / 2002
Second deputy / Ingrid Landråk / 1 year / New
Deputy member / Svein Kj. Søyland *) / 1 year / 2001 (2000)
*)To be elected among those members of the Supervisory Board who are elected by a municipal council.
Control Committee / Odd Broshaug / 2 years / 1996
Svein Hodnefjell / 2 years / 2000
Kåre Hansen / 2 years / New
First deputy / Vigdis Wiik Jacobsen / 2 years / New
Second deputy / Mette Reke*) / 2 years / New
*)To be elected among the members of the Supervisory Board
Election Committee / Per Hedberg (PCC) / 2 years / 1996 (1994)
Birte Næsheim (PCC) / 2 years / 2002 (1999)
Kåre Hansen (depositors) / 2 years / New
Terjer Hidle (municipalities) / 2 years / New
Deputy members / Trygve Jacobsen (PCC) / 2 years / 2002 (2001)
Sølvi Nordtveit (depositors) / 2 years / New (2001)
Hans Greger Aarenes (municipalities)Greger AarenesGreger Aarenes / 2 years / New
Employee representatives:
The Board / Torstein Plener / 2 years
First deputy / Birte Wereide / 1 year
Second deputy / Sally Lund-Andersen / 1 year
The Election Committee / Bjørn Berland / 2 years
Deputy / Harald Utvik Hamre / 1 year
Resolution:
The Supervisory Board approved the Election Committee’s proposal for election of employee representatives.
Item 8/250304 Remuneration for the representatives
The Election Committee’sChairman Per Hedberg explained the remuneration proposal.
Remuneration from March 2001 / ProposalThe Supervisory Board:
Chairman (per year)
Members/deputies (per meeting) / 40,000
2,000 / 50,000
3,000
Control Committee:
Chairman(per year)
Members(per year)
Deputies per meeting / 80,000
60,000
2,000 / 110,000
80,000
3,000
The Board:
Chairman(per year)
Vice chairman(per year)
Members (per year)
Permanently attending deputies (per year)
Deputies who are called in (per meeting) / 230,000
120,000
1) 90,000
70,000
5000 / 280,000
150,000
1)120,000
80,000
8,000
Election Committee:
Chairman
Members (per meeting) / 8,000 per year + 2,000 per meeting
2,000 / 12,000 per year + 3,000 per meeting
3,000
1)The managing director does not receive Board remuneration
Resolution:
The Supervisory Boardadopted the proposal for remuneration. The new remuneration will apply from 1 April 2004.
ITEM 9/250304CAPITALIZATION ISSUE, SECOND CONSIDERATION (amendment of the Articles of Association)
Director of Finance Tor Dahle briefed the meeting on this matter.
Resolution
1. Increasing the bank’s primary capital through a capitalization issue.
The primary capital will be increased by NOK 150,764,000 from NOK 753,819,400 to NOK 904,583,400 through the emission of 1,507,640 new primary capital certificates (free certificates).
The capitalization issue will be implemented through a transfer of NOK 150,764, 000 from the Equalization Reserve.
The new primary capital certificates will have a nominal value of NOK 100, and the issue price will be NOK 100.
A total of 1,507,640 new primary capital certificates will be issued, each at a value of NOK 100, in such a way that five old primary capital certificates entitles the holder to one new primary capital certificate. The allocation will be based on the number of primary capital certificates each holder has on the day when the Supervisory Board adopts its final resolution.
Holders of primary capital certificates who on the basis of the ratio mentioned above have primary capital certificates for which no new primary capital certificates will be issued, will be entitled to parts of a certificate for their remaining primary capital certificates. On behalf of these holders, the bank will sell the primary capital certificates that are owned by those who own part of a primary capital certificate. The sale will take place in the market on the first stock exchange day after the capitalization issue has been registered in the Norwegian Central Securities Depository (VPS). That part of the sales amount which each holder of a part of a primary capital certificate is entitled to, will be transferred to this person’s dividend account as soon as possible.
The new primary capital certificates will have the same priority as the existing primary capital certificates.
The new primary capital certificates entitles the holders to a dividend beginning from the accounting year 2004, and to other rights starting from the time when the increase in capital is registered in the Register of Business Enterprises.
2. Amendment to Ch. 2, Section 2.1 first subsection of the Articles of Association.
On the basis of the above, it is proposed that the Bank’s Articles of Association in Ch. 2, Section 2.1 first subsection be amended from:
”The primary capital of the Savings Bank amounts to NOK 753,819,400, divided into 7,538,194 primary capital certificates of NOK 100, which are fully paid up”
to
”The primary capital of the Savings Bank amounts to NOK 904,583,400, divided into 9,045,834 primary capital certificates of NOK 100, which are fully paid up”
ITEM 10/250304 OWNERSHIP OF THEIR OWN bank – PRIMARY CAPITAL CERTIFICATE EMISSION TO THE EMPLOYEES IN SpareBank 1 SR-Bank, second CONSIDERATION(amendment of the Articles of Association)
Director of Finance Tor Dahle briefed the meeting concerning this matter.
Resolution:
The Supervisory Board authorizes the Board of Sparebanken Rogaland to carry out a private placement of primary capital certificates to the bank’s employees on the following conditions:
The maximum subscription amount for each employee will be NOK 30,000 per year in 2004 and 2005
The emissions will be carried out with a discount of approx. 20% in relation to the market value
The primary capital can then be increased by up to NOK 20 million
The Board is authorized to make the specific amendments to the Articles of Association which are necessitated by the increased capital
The authorization will apply for one emission per year in 2004 and 2005
The nominal value of the primary capital certificates will be NOK 100
The preferential rights of primary capital certificate holders in the capital increase are waived.
The subscription price is set by the Bank’s Board.
As an alternative to the emission of primary capital certificates, the bank could buy the necessary number of primary capital certificates in the market and then sell this to its employees at a discount.
ITEM 11/250304OPENING OF BRANCHES, SECOND CONSIDERATION (vedtektsendring)
(amendment of the Articles of Association)
Managing Director Terje Vareberg briefed the meeting concerning this matter.
Resolution:
The Supervisory Board renews and extends the Board’s authority to establish a branch in the municipality of Arendal in the county of Aust-Agder, within two years from today’s date.
The Supervisory Board renews and extends the Board’s authority to establish a branch in the municipality of Grimstad, within two years from today’s date.
The Supervisory Board authorizes the Board to amend Section 1.1 Kontorkommunene (The Branch Municipalities) and Section 3.2 Valgkretser til representantskapet (Supervisory Board Electorates) once the branches have been established.
ITEM 12/250304BRIEFING
Managing Director Terje Vareberg briefed the meeting concerning:
The bank’s vision and core values
Strategy development and six target pictures that should characterize the bank
Key figures from the 2003 accounts
Special challenges in 2004
Resolution
The briefing was noted
ITEM 13/210302ANY OTHER BUSINESS
There was no other business
______
Einar RisaHarald HamreMette Reke