Sparebanken Sør: Commencement of bookbuilding period and application period

20 Nov 2023 07:30 CET

NOT FOR DISTRIBUTION OR RELASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO USA, AUSTRALIA, CANADA, JAPAN, HONG KONG, SWITZERLAND OR SINGAPORE, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBITUION OR RELASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER FOR ANY OF THE SECURITIES
MENTIONED IN THE ANNOUNCEMENT

Reference is made to the stock exchange announcements published yesterday 20
November 2023 regarding the terms of Sparebankstiftelsen Sparebanken Sør's
offering of equity capital certificates in Sparebanken Sør (the "Bank") (the
"Offering") and the approval and publication of the prospectus (the
"Prospectus") prepared in connection with the Offering.

As announced, the Offering will consist of (i) an institutional offering, (ii) a
retail offering to the public in Norway and (iii) an employee offering as
further described in the Prospectus. The bookbuilding period for the
institutional offering will commence at 09:00 hours (CET) on 21 November 2023
and close at 14:00 hours (CET) on 27 November 2023. The application period for
the retail offering and the employee offering will commence at 09:00 hours (CET)
on 21 November 2023 and close at 12:00 hours (CET) on 27 November 2023. The
bookbuilding period and/or the application period may be shortened or extended
beyond the set times, but will in no event be shortened to expire prior to 12:00
hours (CET) on 24 November 2023 or extended beyond 16:30 (CET) on 6 December
2023.

The Prospectus is, subject to regulatory restrictions in certain jurisdictions,
available at the Bank's and the managers webpages (www.sor.no,
www.paretosec.com/transactions, www.swedbank.no and www.norne.no). Copies of the
Prospectus are available, free of costs, by contacting the Bank or one of the
managers.

Pareto Securities AS and Swedbank AB (publ), in cooperation with Kepler
Cheuvreux are acting as joint global coordinators and joint bookrunners in the
Offering and Norne Securities AS is acting as joint bookrunner in the Offering
(collectively referred to as the “Managers”).
Contact persons in Sparebanken Sør:
CEO, Geir Bergskaug, tel.: 901 27 206
CFO, Steinar Vigsnes, tel.: 906 13 135

About Sparebanken Sør:
Sparebanken Sør is a solid and well-managed regional savings bank with total
assets of approximately NOK 158 billion. The bank, which is one of Norway's
largest savings banks, has its market in Agder, Vestfold & Telemark and in
Rogaland. Sparebanken Sør is an attractive employer with strength and ambition.
The bank has skilled employees with a high professional level and is known for
effective decision-making processes. Focusing on new technology and
digitalisation ensures good customer experiences across all channels.

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


IMPORTANT NOTICE

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. Neither of the Managers (Pareto Securities AS,
Swedbank AB (publ.) and Norne Securities AS) nor any of their respective
affiliates nor any of their respective directors, officers, employees, advisors
or agents accept any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to
Sparebanken Sør (the "Company"), its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available, or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in connection therewith.
This announcement has been prepared by and is the sole responsibility of the
Company and Sparebankstiftelsen Sparebanken Sør (the "Foundation").

Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, Switzerland, Singapore or any other
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction. The publication, distribution or release of this announcement
may be restricted by law in certain jurisdictions and persons that attain
possession of any document or other information referred to herein should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction.

This announcement does not contain or constitute an offer to sell or a
solicitation of any offer to buy or subscribe for any securities referred to in
this announcement to any person in any jurisdiction, including the United
States, Australia, Canada, Japan, Hong Kong, Switzerland or Singapore or any
jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), and may not be offered or sold in the United States absent
registration or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. Neither the Company nor the Foundation
does intend to register any securities referred to herein in the United States
or to conduct a public offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by
means of a prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of the EU Prospectus Regulation ("Prospectus
Regulation"). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
aforementioned prospectus. Copies of any such prospectus will, following
publication, be available from the Company's registered office and, subject to
certain exceptions, on the website of the Company.

In any EEA Member State other than Norway that has implemented the Prospectus
Regulation, this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Directive ("Qualified Investors"), i.e., only to investors who can receive the
offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are Qualified Investors and that are (i) investment
professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high
net worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

The Managers and their affiliates are acting exclusively for the Company and the
Foundation and no-one else in connection with the intended offering. They will
not regard any other person as their respective clients in relation to the
intended offering and will not be responsible to anyone other than the
Foundation and the Company for providing the protections afforded to their
respective clients, or for providing advice in relation to the intended
offering, the contents of this announcement or any transaction, arrangement or
other matter referred to herein.

In connection with the contemplated offering, the Managers and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such equity capital certificates and
other securities of the Company or related investments in connection with the
contemplated offering or otherwise.

Accordingly, references in any prospectus, if published, to the equity capital
certificates being offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, such Managers and any of their affiliates acting as
investors for their own accounts. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "aims", "expect",
"anticipate", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company and the Foundation believes that these
assumptions were reasonable when made, these assumptions are inherently subject
to significant known and unknown risks, uncertainties, contingencies and other
important factors which are difficult or impossible to predict and are beyond
its control. Such risks, uncertainties, contingencies and other important
factors could cause actual events to differ materially from the expectations
expressed or implied in this release by such forward-looking statements.
Forward-looking statements speak only as of the date they are made and cannot be
relied upon as a guide to future performance. The Foundation, the Company, each
of the Managers and their respective affiliates expressly disclaims any
obligation or undertaking to update, review or revise any forward-looking
statement contained in this announcement whether as a result of new information,
future developments or otherwise.

The offering may be influenced by a range of circumstances, such as market
conditions, and there is no guarantee that the offering will proceed.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.

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