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Shareholder and dividend policy

Dividend policy 

In deciding whether to propose a dividend and in determining the dividend amount, the Board of Directors will take into account applicable legal restrictions, as set out in the Norwegian Public Limited Companies Act (see Section 6.2 “Legal constraints on the distribution of dividends”) and the Bank’s capital adequacy requirements (see Section 11.7 “Capital base and capital adequacy”). Except in certain specific and limited circumstances set out in the Norwegian Public Limited Companies Act, the amount of dividends paid may not exceed the amount recommended by the Board of Directors.

Sbanken ASA has adopted a dividend policy according to which the bank targets a dividend pay-out ratio of up to 30% of the Group’s profit after tax for the year. The first dividend payout is intended to be in 2017 based on the financial year ending 31 December 2016. The dividend target is based on current regulatory capital requirements, and any future changes regarding regulatory capital requirements could affect the dividend target.

There can be no assurance that a dividend will be proposed or declared in any given half year. If a dividend is proposed or declared, there can be no assurance that the dividend amount or yield will be as contemplated above.

Legal constraints on the distribution of dividends 

Dividends may be paid in cash or in some instances in kind. The Norwegian Public Limited Companies Act provides the following constraints on the distribution of dividends applicable to the Bank:

  • Section 8-1 of the Norwegian Public Limited Companies Act provides that the Bank may distribute dividend to the extent that the Bank’s net assets following the distribution covers (i) the share capital, (ii) the reserve for valuation variances and (iii) the reserve for unrealised gains. The total nominal value of treasury shares which the Bank has acquired for ownership or as security prior to the balance sheet date, as well as credit and security which, pursuant to Section 8–7 to Section 8-10 of the Norwegian Public Limited Companies Act fall within the limits of distributable equity, shall be deducted from the distributable amount. 

The calculation of the distributable equity shall be made on the basis of the balance sheet included in the approved annual accounts for the last financial year, provided, however, that the registered share capital as of the date of the resolution to distribute dividend shall be applied. Following the approval of the annual accounts for the last financial year, the General Meeting may also authorise the Board of Directors to declare dividend on the basis of the Bank’s annual accounts. Dividend may also be resolved by the General Meeting based on an interim balance sheet which has been prepared and audited in accordance with the provisions applying to the annual accounts and with a balance sheet date not further into the past than six months before the date of the General Meeting’s resolution.

  • Divided can only be distributed to the extent that the Bank’s equity and liquidity following the distribution is considered sound.

The Bank is subject to capital adequacy requirements as described in Section 11.7 “Capital base and capital adequacy”. Pursuant to the Norwegian Financial Institutions Act of 10 June 1988 no. 40 (the “Norwegian Financial Institutions Act”), the Bank cannot distribute dividends which would lead to the Bank being in breach of applicable capital adequacy requirements.

The Norwegian Public Limited Companies Act does not provide for any time limit after which entitlement to dividends lapses. Subject to various exceptions, Norwegian law provides a limitation period of three years from the date on which an obligation is due. There are no dividend restrictions or specific procedures for non-Norwegian resident shareholders to claim dividends. For a description of withholding tax on dividends applicable to non-Norwegian residents, see Section 18 “Taxation”.

Manner of dividend payments 

Any future payments of dividends on the Shares will be denominated in NOK, and will be paid to the shareholders through the VPS. Investors registered in the VPS whose address is outside Norway and who have not supplied the VPS with details of any NOK account, will, however, receive dividends by check in their local currency, as exchanged from the NOK amount distributed through the VPS. If it is not practical in the sole opinion of DNB, being the Bank’s VPS registrar, to issue a check in a local currency, a check will be issued in USD. The issuing and mailing of checks will be executed in accordance with the standard procedures of DNB. The exchange rate(s) that is applied will be DNB’s rate on the date of issuance. Dividends will be credited automatically to the VPS registered shareholders’ NOK accounts, or in lieu of such registered NOK account, by check, without the need for shareholders to present documentation proving their ownership of the Shares.