Sparebanken Sør

Regulatory Filings • Nov 25, 2024

Merger between Sparebanken Vest Boligkreditt AS and Sparebanken Sør Boligkreditt AS

Merger between Sparebanken Vest Boligkreditt AS and Sparebanken Sør Boligkreditt AS

Reference is made to the stock exchange notice of 28 August 2024 by Sparebanken Vest and Sparebanken Sør regarding the approval by the Board of Directors of the banks of a merger plan, as well as stock exchange notice of 2 October 2024 regarding the unanimous approval of the merger by the bank’s general meetings.

As a result of the merger between the banks, it is considered appropriate to also merge the bank’s respective wholly owned mortgage credit institutions, Sparebanken Vest Boligkreditt AS and Sparebanken Sør Boligkreditt AS. The purpose is to simplify the corporate legal structure of the Sparebanken Vest group of companies following the merger between the parent banks, and thereby strengthen corporate governance, reduce administrative complexity, and increase efficiency.

On this basis, the boards of Sparebanken Vest Boligkreditt AS and Sparebanken Sør Boligkreditt AS have today adopted a plan for the merger of the companies (the Merger Plan). Sparebanken Vest Boligkreditt AS is the acquiring company in the merger (the Merger), which means that Sparebanken Sør Boligkreditt AS's assets, rights and liabilities, including the company's security interests, will be transferred to Sparebanken Vest Boligkreditt AS upon completion of the merger.

As a merger consideration, the shareholder in Sparebanken Sør Boligkreditt AS will receive 56.94308 shares in Sparebanken Vest Boligkreditt AS for each share owned in Sparebanken Sør Boligkreditt AS.

The Merger will increase the share capital of Sparebanken Vest Boligkreditt AS by NOK 5,694,308,000, divided into 5,694,308 shares each with a nominal value of NOK 1,000. The share contribution will be settled by Sparebanken Vest Boligkreditt AS receiving all of the assets, rights and liabilities of Sparebanken Sør Boligkreditt AS upon registration of the Merger.

The exchange ratio is based on the fair value of Sparebanken Sør Boligkreditt AS and Sparebanken Vest Boligkreditt AS, as of 25 November 2024. The boards of Sparebanken Vest Boligkreditt AS and Sparebanken Sør Boligkreditt AS have prepared an agreed-upon valuation that supports the values used as a basis for this calculation.

The boards of Sparebanken Vest Boligkreditt AS and Sparebanken Sør Boligkreditt AS have called an extraordinary general meeting of the companies on 26 November 2024 to consider the Merger Plan.

Completion of the Merger is conditional on the companies' respective general meetings approving the Merger Plan, that the Norwegian Financial Supervisory Authority approves the Merger and that the completion of the merger between Sparebanken Vest and Sparebanken Sør is registered in the Register of Business Enterprises.

Completion of the Merger will take place simultaneously with the merger between the parent banks. Upon registration of the Merger in the Register of Business Enterprises, Sparebanken Vest Boligkreditt AS will change its company name to Sparebanken Norge Boligkreditt AS.

Sparebanken Sør Boligkreditt AS and Sparebanken Vest Boligkreditt AS have engaged BAHR as legal advisor in connection with the Merger.

Contact persons:

Sparebanken Vest Boligkreditt AS:

John Hopp, CEO, tel. +47 45 08 17 76

Sparebanken Sør Boligkreditt AS:

Marianne Lofthus, CEO, tel. +47 90 51 41 83

This information is subject to information obligations pursuant to the Norwegian Securities Trading Act Section 5-12.