SpareBank 1 Sørøst-Norge

AGM Information • Jun 25, 2024

Finansdepartementet has resolved that the merger between SpareBank 1 SR-Bank ASA and SpareBank 1 Sørøst-Norge may be carried out on a tax-free basis.

Finansdepartementet has resolved that the merger between SpareBank 1 SR-Bank ASA and SpareBank 1 Sørøst-Norge may be carried out on a tax-free basis.

Reference is made to the stock exchange notice dated 5 December 2023 stating that the General Meeting in SpareBank 1 SR-Bank ASA and the Supervisory Board in SpareBank 1 Sørøst-Norge have approved the merger of the two banks, the notice dated 17 April 2024 stating that the Norwegian Competition Authority has cleared the transaction and notice 21 June 2024 stating that the Finanstilsynet has granted necessary permits to carry out the said merger.

On 24 June 2024, the Ministry of Finance (Finansdepartementet) resolved that the merger between SpareBank 1 SR-Bank ASA and SpareBank 1 Sørøst-Norge may be completed on a tax-free basis, without immediate taxation of any gain due on the transfer of the business, assets and liabilities of SpareBank 1 Sørøst-Norge, and without immediate taxation of any of the owners of equity certificates in SpareBank 1 Sørøst-Norge, including the five savings bank foundations holding equity certificates in SpareBank 1 Sørøst-Norge, in accordance with the decisions made by the banks' General Meeting/Supervisory Board on 5 December 2023.

The resolution was granted on certain conditions, including the following:

(i) For SpareBank 1 SR-Bank ASA og SpareBank 1 Sørøst-Norge the merger shall take place with tax continuity for the transferred business, assets and liabilities and tax values, basis for depreciations and time of purchase of assets etc. related to the transferred business shall be continued in the surviving bank.

(ii) For owners of equity certificates in SpareBank 1 Sørøst-Norge that are not comprised by the Norwegian tax exemption model the merger will take place with tax continuity, and tax values, time of purchase and paid in capital for tax purposes shall be continued with tax continuity on the shares in SpareBank 1 SR-Bank ASA which the owners of equity certificates in SpareBank 1 Sørøst-Norge receives as merger consideration.

(iii) SpareBank 1 SR-Bank ASA shall carry out a calculation of taxable gains on the transfer of the business, assets and liabilities of SpareBank 1 Sørøst-Norge, provide a statement to the tax authorities that the terms of the resolution is accepted and inform the owners of equity certificates in SpareBank 1 Sørøst-Norge etc.

Certain additional conditions were also imposed.

Of the authority approvals, final approval from the Norwegian Financial Supervisory Authority of the necessary changes to the articles of association of the owner foundations remain.

The planned implementation date is still 1 October 2024.

Contact persons:

SpareBank 1 SR-Bank ASA

CEO: Benedicte Schilbred Fasmer, tel. +47 950 60 034

CFO: Inge Reinertsen, tel. +47 909 95 033

Financial director: Morten Forgaard, tlf. +47 916 21 425

SpareBank 1 Sørøst-Norge

CEO: Per Halvorsen, tel. +47 934 07 441

CFO: Roar Snippen, tel. +47 976 10 360

Head of treasury: Mona Storbrua, tlf. +47 916 39 833