Report from the Board of Directors

OPERATIONS IN 2016
Møre Boligkreditt AS is a wholly owned subsidiary of Sparebanken Møre. The company is licensed to operate as a mortgage company and to issue covered bonds. The company is located at Sparebanken Møre's headquarter in Keiser Wilhelmsgate 29 – 33, in the city of Ålesund. Møre Boligkreditt AS is Sparebanken Møre's most important source of long term market funding and an important part of the parent bank's funding strategy.

During 2016, Møre Boligkreditt AS` net growth in acquired loans from Sparebanken Møre was NOK 2 903 million, and the company's lending portfolio amounted to NOK 19 810 million at year-end 2016. Mortgages in the company's cover pool are secured by residential properties, all at the time of acquisition within 75 per cent of the property's estimated value.

In 2016 Møre Boligkreditt AS issued one new floating rate bond loan of NOK 2 500 million, and also drew a total of NOK 1 000 million on 2 existing NOK denominated floating rate bond loans. Furthermore one NOK denominated bond loan with a total of NOK 828 million matured in 2016 and was fully paid in. The company's net growth in outstanding bond loan in 2016 is NOK 2 554 million, and total outstanding covered bond loan volume issued by Møre Boligkreditt AS amounts to NOK 18 265 million.

RATING OF THE COMPANY`S ISSUES OF COVERED BONDS
The rating agency Moody's has given all covered bonds issued by Møre Boligkreditt AS an Aaa- rating.

THE MORTGAGE COMPANY`S ANNUAL FINANCIAL STATEMENTS
The financial statements of Møre Boligkreditt AS show a profit before tax of NOK 208 million in 2016, compared with NOK 241 million in 2015. Interest income amounted to NOK 502 million, compared with NOK 551 million in 2015, while interest expenses totaled NOK 260 million, compared with NOK 278 million in 2015. Total operating costs amounted to NOK 33 million, compared with NOK 31 million in 2015.

Møre Boligkreditt AS had no final losses and allocated no provisions for individual impairment in 2016. The company increased its provisions for collective impairment in 2016 with NOK 1 million. The amount allocated for collective impairment was NOK 5 million by year end 2016. Profit after tax amounted to NOK 156 million, compared with NOK 176 million in 2015. Taxes amounted to NOK 52 million, compared with NOK 65 million in 2015. Total assets at the end of 2016 amounted to NOK 20 972 million compared with NOK 18 080 million at the end of 2015. Loans and receivables from customers amounted to NOK 19 810 million, compared with NOK 16 907 million by the end of 2015.

By the end of 2016, the company's liquid assets amounted to NOK 793 million, including receivables from credit institutions of NOK 271 million, compared with NOK 688 million by end the of 2015.

Paid-in equity and other equity amounted to NOK 1 509 million. Net equity and subordinated loan capital amounted to NOK 1 313 million by the end fourth quarter 2016, compared to NOK 1 121 million by end of fourth quarter 2015. This corresponds to a capital adequacy/core capital ratio of 15.1 per cent. Risk-weighted assets amounted to NOK 8 722 million by the end of 2016, compared to NOK 7 608 by the end of 2015. Møre Boligkreditt AS use internal rating based (IRB) models to calculate capital requirements for credit risk.

It is the opinion of the Board of Directors that the presented financial statements provide correct and adequate information about the company's operations and status as at 31 December 2016.

RISKS
Møre Boligkreditt AS is subject to a number of acts, regulations, recommendations and regulatory provisions. These regulations largely stipulate restrictions concerning the scope of the company's various risk exposures.

The Board and the Managing Director of Møre Boligkreditt AS are responsible for ensuring that proper risk management is established, and that such risk management is adequate and complies with current laws and regulations. Operational risk management in Møre Boligkreditt AS is maintained by Sparebanken Møre according to a service agreement concluded between Møre Boligkreditt AS and Sparebanken Møre.

Risk management emphasizes identifying, measuring and managing the company's risk elements in a manner that ensures that Møre Boligkreditt AS complies with the professional credit regulations and keeps the various risks at a low level.

CREDIT RISK
Credit risk is defined as the risk of losses associated with customers or other counterparties being unable to fulfill their obligations at the agreed time and pursuant to written agreements, and that the received collateral is not covering outstanding claims.

The credit risk strategy adopted by the company defines which loans can be acquired by the company. The strategy stipulates criteria for both borrowers and the collateral for the loans that can be acquired. At year-end 2016, the mortgages in the cover pool had an average loan-to-value ratio of 55 per cent, calculated as mortgage amount relative to the value of the property used as collateral. The Board regards the quality of the loan portfolio as very good and the credit risk as low.

MARKET RISK
Market risk is the risk that will arise due to the mortgage company holding or assuming positions in lending and financial instruments in which the values over time will be affected by changes in market prices. Møre Boligkreditt AS must, pursuant to laws and regulations, have very low market risk and Board approved restrictions concerning its maximum exposure to market risk. The company utilizes financial derivatives to keep this type of risk at a low level. A specific market strategy has been adopted for Møre Boligkreditt AS which establishes the limits for this type of risk. The company's positions in fixed interest and foreign currencies are hedged with financial derivatives. The Board considers the overall market risk as low.

LIQUIDITY RISK
Liquidity risk is the risk that Møre Boligkreditt AS will be unable to fulfill its obligations without substantial extra costs being incurred in the form of decline in asset values, forced sales or more expensive funding. The company has adopted a liquidity risk strategy and established limits for long-term funding and short-term liquidity risk limits. Bonds issued by Møre Boligkreditt AS have a soft bullet structure in which the company has the opportunity to extend the term of its borrowing by up to 12 months. Møre Boligkreditt AS reports LCR of 119 per cent by fourth quarter end 2016. The Board regards the company's liquidity risk as low.

OPERATIONAL RISK
Operational risk is the risk of losses due to inadequate or failing internal processes, human error, system failures or external events. Møre Boligkreditt AS has entered into a management agreement with Sparebanken Møre. The services covered by this agreement include administration, production, IT operations, and financial and risk management. Although the operational risk of Møre Boligkreditt AS is dependent of Sparebanken Møre's ability to manage this type of risk, Møre Boligkreditt AS independently bear risk associated with errors in the deliveries and services provided by Sparebanken Møre.

The evaluation of the management and control of operational risk is also afforded considerable space in the Group's annual ICAAP. The operational and established yearly internal control report, both within Sparebanken Møre and by the Managing Director of Møre Boligkreditt AS, is an important tool for reducing operational risk. The internal control reports will help identifying any operational risk, and enable action to be taken. The Board regards the company's operational risk as low.

CORPORATE GOVERNANCE STATEMENT
Møre Boligkreditt AS complies with the latest Norwegian Code of Practice for Corporate Governance. Møre Boligkreditt AS was established as part of Sparebanken Møre's long-term funding strategy with the purpose of funding the bank through issuing covered bonds. Møre Boligkreditt AS helps ensure that the Sparebanken Møre Group properly manages its assets, as well as providing additional assurance that goals and strategies are achieved and realized.

The Board ensures that risk management and internal control are adequate and systematic, and that they have been established in compliance with the law and regulations, articles of association, ethical guidelines, instructions, and external and internal guidelines. The Board shall lay down principles and guidelines for risk management and internal control for the various levels of activity pursuant to the company's risk bearing capacity, and assure themselves that the strategies and guidelines are being followed. The Board shall systematically and regularly assess the strategies and guidelines for risk management.

In order to ensure that Møre Boligkreditt AS' risk management and internal control are carried out satisfactorily, the Board continuously receives various types of reports throughout the year from Sparebanken Møre's control bodies, as well as from internal and external auditors. The Board actively participates in the annual implementation of the long-term strategic plan. The Board revises and approves all the company's general risk management documents at least once a year. Every year in the 4th quarter, the Managing Director of Møre Boligkreditt AS reports on the structure and efficiency of the company's internal control.

The overall responsibility for ensuring that principles of accounting and financial control are identified, monitored and evaluated is outsourced to the Finance, Risk and HR Division in Sparebanken Møre. The responsibility for the preparation of financial statements, and the reporting of these to the Managing Director in Møre Boligkreditt AS, is also assigned to this division in the parent bank.

The Board of Directors (the Board) and the Chairman of the Board is elected by the General Meeting, and shall consist of four to six members elected for a period of two years. After one year, at least half of the elected members shall step down, based on the drawing of lots, while the remainder shall step down after one more year. Board members can be re-elected.

The Chairman of the Board in Møre Boligkreditt AS shall, by the end of October and in consultation with the Managing Director, set out a proposed annual plan for the Board's work for the coming year and the main items on the agendas of board meetings for the next calendar. Each year, the Board evaluates its own methods and professional competence to see if improvements can be made.

The Chairman of the Board shall ensure that the Board of Directors convenes at least once every quarter and otherwise as often as is called for by the nature of the company's activities, or when requested by a board member. A valid Board resolution is passed by at least three board members voting in favor of the resolution. The annual General Meeting shall be held each year before the end of June.

The company's share capital of NOK 1 350 000 000 consist of 940 000 shares of NOK 1 250 fully paid in, together with a share premium of NOK 175 000 000. With the consent of the Financial Supervisory Authority of Norway, the General Meeting may raise additional share capital, subordinated loan capital and guarantee capital.

INTERNAL CONTROL
The Managing Director of Møre Boligkreditt AS is responsible for establishing proper risk management and internal control based on the guidelines decided by the Board, making sure that these are adhered to, and providing the Board with information about developments within the various areas. The Managing Director reports on structure and efficiency of the company's internal control in the fourth quarter every year.

Møre Boligkreditt AS bases its internal control on an overall risk management process. This is set out in various documents included in the company's Risk Policy. The Board has decided upon guidelines for establishing proper risk management and internal control, and ensures that risk management and internal control in Møre Boligkreditt AS are adequate and systematic, and that the processes have been established in compliance with the law and regulations, articles of association, instructions, and external and internal guidelines. The Board systematically and regularly assesses the strategies and guidelines for risk management.

In the financial reports, written procedures relating to critical areas within the company, as well as the level of achievement of both the company's financial goals, and the qualitative goals relating to risk managing are presented. This ensures a close and accurate monitoring of the financial reporting and increases the possibility of early riskdetection. The Managing Director of Møre Boligkreditt AS has the primary responsibility for managing risk associated with the company's operational and financial reporting, which is the foundation for satisfactory quality in the financial reporting.

The internal control and risk assessment of the financial reporting is one of the areas of focus in the Managing Director’s annual confirmation on the quality of, and the compliance with internal controls. The Internal Auditor has an important role in the monitoring of internal controls related to financial reporting. The financial statements provide additional information about the risk management and internal control of Møre Boligkreditt AS.

PROFIT DISTRIBUTION POLICY
Møre Boligkreditt AS’ profit distribution policy states the following: ”The company shall make a maximum payment from the profit generated in the fiscal year, either in the form of a dividend or as a group contribution. Such payments, however, shall not conflict with the requirement for liquidity and financial strength of the company, and shall in any case abide by what is considered good and prudent business and accounting practice.”

GENERAL MEETING AND COMPANY BOARD
The General Meeting is the supreme body of Møre Boligkreditt AS. The General Meeting of Møre Boligkreditt AS consists of the Board of Directors of Sparebanken Møre, Sparebanken Møre being the sole owner of the company. All board members of Sparebanken Møre are independent of the bank's day-to-day management and important business connections.

The Board shall consist of four to six members elected for a period of two years.

In electing the members of the Board, the goal is to meet the need for continuity and independence, as well as ensuring a balanced composition of the Board.

The Board's responsibilities and tasks are set forth in a separate document which is discussed and revised by the Board regularly. The document contains the dividing of responsibilities and tasks between the Board and the Managing Director of the company. Each year, the Board evaluates its own methods and professional competence.

GOING CONCERN ASSUMPTION
The Board is of the opinion that the prerequisites for the going concern assumption exist, and the Board confirms that the 2016 annual financial statements were prepared on the basis of the going concern assumption.

EMPLOYEES
Møre Boligkreditt AS had no employees at year-end 2016. One man-year from Sparebanken Møre is dedicated full time to the mortgage company. Furthermore, a number of services are outsourced to Sparebanken Møre, regulated by a specific agreement between the mortgage company and the bank.

No special work environment measures have been implemented in Møre Boligkreditt AS.

EQUAL OPPORTUNITIES
The Sparebanken Møre Group strives for gender-neutral employment – and wage policy. The Board and management in Sparebanken Møre systematically and actively work to promote equality. The Board of Møre Boligkreditt AS consists of three men and two women.

POLLUTION OF THE EXTERNAL ENVIRONMENT
The activities of Møre Boligkreditt AS do not pollute the external environment.

OTHER FACTORS
As far as the Board is aware, no events have occurred after the end of the financial year 2016 of material importance to the position and result of Møre Boligkreditt AS.

RESEARCH AND DEVELOPMENT
Møre Boligkreditt AS has no research and development activities.

CORPORATE SOCIAL RESPONSIBILITY
For information on corporate social responsibility, Møre Boligkreditt AS being a wholly owned subsidiary of Sparebanken Møre, we refer to Sparebanken Møre Group's Annual Report.

FUTURE PROSPECTS
New national accounts figures show slightly higher growth in the Norwegian economy in third quarter 2016 than expected. The year-to-year growth in core inflation was on target, 2.5 per cent, in December 2016, down 0.1 per cent from the year-to-year growth in November 2016. Norges Bank, at its December meeting, decided to keep the key policy rate unchanged at 0.50 per cent. The unemployment rate in Norway is falling, and the number of unemployed is probably close to its peak.

Growth in house prices has accelerated and is higher than projected, particularly in Oslo and surrounding areas. The twelve-month household debt growth was 6.1 per cent at November-end 2016, down from 6.3 per cent the month before. Continued high growth in house prices may lead to even higher debt accumulation and increased household vulnerabilities. A still strong household sector, due to record low interest rates, relative low unemployment levels, together with a solid public sector will keep the production levels high in several sectors. Despite of the recent strengthening of the NOK, the still relative weak NOK against EUR and USD is positive for the competiveness of the export industry and also tourism.

The development of house prices, together with growth in debt, is the most important risk factors to Norwegian households. Important risk factors going forward are also the oil price development, macroeconomic growth in export markets and the NOK exchange rate.

The combined activity of businesses, especially export oriented and tourist related, located in Møre og Romsdal County remains high despite the decline in the petroleum related industries. The registered unemployment rate in Norway was down 0.2 per cent last 12 months to 2.8 per cent in December 2016, in the county of Møre og Romsdal the similar figure was up 0.2 per cent to 3.1 per cent. We expect the unemployment rate in the county just above national average levels in the coming quarters.

The retail lending growth in Sparebanken Møre Group was 6.6 per cent the last twelve months. The Board believes that the low interest rates and high disposable household income, will contribute to further mortgage loan growth in Sparebanken Møre and position Møre Boligkreditt AS to acquire mortgage loan portfolios from the parent bank.

DISTRIBUTIONS
Profit after tax amounted to NOK 156 million in 2016. In line with Møre Boligkreditt AS' distribution policy, the Board of Directors proposes to the annual General Meeting to pay out the entire profit after tax as dividend.

Ålesund, 31 December 2016

6 February 2017

THE BOARD OF DIRECTORS OF MØRE BOLIGKREDITT AS

KJETIL HAUGE, Chairman

BRITT IREN TØSSE AANDAL

TROND NYDAL

GEIR TORE HJELLE

SANDRA MYHRE HELSETH

OLE KJERSTAD, Managing Director