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Bien Sparebank ASA

Transaction in Own Shares Jan 27, 2025

3557_iss_2025-01-27_a0d6c15f-c610-48c0-87b1-17ff9907337f.pdf

Transaction in Own Shares

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Acceptance Form - Offer to Purchase Shares - 27 January 2025

To be used when accepting the offer from JBF Forsikring Gjensidig (the "Buyer") to purchase up to 289,690 existing shares (the "Offer") in Bien Sparebank ASA (the "Company")

Return to:

[email protected]

TO BE FILLED IN BY THE SELLING SHAREHOLDER (ALL FIELDS MUST BE COMPLETED):

Name of the selling shareholder:
BLOCK LETTERS (full legal name = either personal name or company name)
Email address: Telephone number:
The Company's shareholder register on
January 2025 shows that the selling shareholder in total holds
. existing shares in the Company.
I hereby accept the Offer from the Buyer for existing shares in the Company. Fixed offer price: NOK 131.00 per share
VPS account number: Rights holder registered * (Yes/No):

(*) Please refer to item 5 below.

ACCEPTANCE DEADLINE:

The acceptance form must be completed and received by Pareto Securities AS (the "Manager") by 16:30 (CET) on 30 January 2025. To the Buyer:

  1. I hereby accept the Offer to purchase my shares in the Company as specified in the table above and in accordance with the terms and conditions set out in the relating press release published on NewsWeb on 27 January 2025.

I am aware of and accept that if the total number of shares tendered under the Offer exceeds 289,690 shares (or such reduced number of shares the Buyer wishes to buy in the Offer), the number of shares to be acquired from each tendering shareholder, including my acceptance as specified in the table above, will be subject to a pro rata reduction. I further accept that the resulting number of shares after such a reduction might be rounded up or down to the nearest whole share. The acceptance form is valid for the number of shares it covers after such a reduction and rounding as mentioned above. The allocations in the Offer is expected to be communicated on or about 3 February 2025 before 09:00 (CET).

    1. I understand that from today's date I will not be able to sell or otherwise dispose of, pledge or move to another VPS account, the shares in the Company that are covered by the acceptance.
    1. The Manager is granted an irrevocable one-time authorisation to transfer the number of shares to be acquired from each tendering shareholder to a VPS account in the Buyer's name in connection with the settlement of shares in the Offer. Such share settlement is expected to take place on or about 31 January 2025.
    1. I accept that the settlement of cash in the Offer will take place by crediting my bank account that has been notified as a dividend account on my VPS account or, if such account has not been notified, that the cash settlement is sent to me by bank giro, or by foreign cheque or SWIFT transfer to shareholders resident outside Norway. If the dividend account notified to the VPS (or other account provided by the undersigned for the cash settlement), is not a Norwegian kroner account, the registrar may convert the funds into any currency accepted by such account. The registrar may use the Manager to perform the currency exchange and the Manager's applicable rates and margins will apply to such exchange, and I accept to cover such rates and margins from the gross proceeds payable by the Buyer to me. Such cash settlement is expected to take place on or about 5 February 2025.
    1. My shares in the Company to be acquired by the Buyer are transferred free of encumbrances of any kind. I acknowledge that this acceptance can only be treated as valid if any rights holders have given written consent on this acceptance form that the shares are to be sold and transferred to the Buyer. If there are any rights holders to the shares (pledgees etc.) the box "Rights holder registered" above should be marked "YES" and the rights holder should countersign this form below.
    1. The Buyer will pay my directly related transaction costs in VPS in connection with my acceptance(s). However, a 0.15% commission will be payable to the Manager by me as a selling shareholder. I accept to cover such commission from the gross proceeds payable by the Buyer to me.
    1. The Offer cannot be accepted by shareholders resident or otherwise located in jurisdictions in which the Offer would be unlawful or require registration or other measures, including but not limited to the United States, Canada, Australia or Japan. I confirm that I am not resident or otherwise located in any restricted jurisdiction and my acceptance is not otherwise restricted under the laws of the jurisdictions applicable to me.
    1. I understand that the Manager will treat the acceptance as an execution only instruction and hence the Manager will not determine whether my acceptance of the Offer is suitable or not for me as otherwise provided for in the Norwegian Securities Trading Act.
    1. The Offer and the acceptance form are governed by, and shall be interpreted in accordance with, Norwegian law. Any disputes shall be resolved under the jurisdiction of the Oslo District Court.

I confirm that I am signing this acceptance as shareholder or on the shareholder's behalf in accordance with the necessary authorisation and that such signature is binding on the shareholder.

Place Date Signature **

(**) If signed pursuant to an authorisation, the power of attorney or company certificate should be attached.

Rights holder:

If rights holders are registered on the VPS account, the box on the top right-hand corner of the acceptance form will be marked "YES". The undersigned consents as rights holder to the transfer of the shares covered by this acceptance form to the Buyer free of any encumbrances of any kind.

Place Date Rights holder's signature *** (***) If signed pursuant to an authorisation, the power of attorney or company certificate should be attached.

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