SpareBank 1 Østlandet (SPOL): The Norwegian FSA has granted necessary approvals for the merger of SpareBank 1 Østlandet and Totens Sparebank

04 Sep 2024 09:00 CEST

Reference is made to previous stock exchange announcements on 3 January 2024, 15
January, 22 February, and 10 June, regarding the merger of SpareBank 1 Østlandet
and Totens Sparebank, as approved by the Supervisory Board of SpareBank 1
Østlandet and the General Meeting of Totens Sparebank, as well as other
communications related to the merger.

The Norwegian Financial Supervisory Authority (Norwegian: Finanstilsynet) has
now granted the necessary approvals for the execution of the merger of SpareBank
1 Østlandet and Totens Sparebank in accordance with the decisions made by the
banks' Supervisory Board/General Meeting on 22 February 2024.

In the approval, Finanstilsynet has set as a condition that the merged bank,
until a new SREP assessment is conducted in 2025, must maintain a capital
requirement of 1.9 percentage points above the minimum requirement in Pilar 1,
as well as the applicable buffer requirements at any given time, cf. Section
13-6, seventh paragraph, second sentence of the Financial Institutions Act. This
requirement must be met with a minimum of 56.25 percent common equity tier 1
capital and a minimum of 75 percent tier 1 capital. The requirement applies on a
consolidated level, including proportional consolidation of entities in a
collaborating group.

The equity certificates issued as consideration to the equity certificate
holders in Totens Sparebank and Totens Sparebankstiftelse will be issued at a
price corresponding to the most recently calculated book value at the group
level per equity certificate at the time the board decides to implement the
merger. The equity certificates issued as consideration shall be recorded at
market value at the time of implementation. Finanstilsynet assumes that any
premium will be distributed in accordance with the rules in Section 10-1 of the
Financial Institutions Regulations, cf. Section 10-14 of the Financial
Institutions Act regarding the allocation of premiums, which means that any
market value exceeding the book value shall be proportionally allocated between
the premium fund (Norwegian: overkursfondet) and the compensation fund
(Norwegian: kompensasjonsfondet).

Finanstilsynet has also approved the establishment of Totens Sparebankstiftelse,
which will be established by Totens Sparebank in connection with the merger.
Finanstilsynet has received a draft of Totens Sparebankstiftelse's articles of
association and considers it to meet the requirements of Sections 12-20, first
paragraph, and 12-25 of the Financial Institutions Act. Finanstilsynet considers
that the articles of association can be approved, but since it is currently only
a draft, final approval can only be given once the articles have been formally
adopted. The bank will obtain such approval before the merger is carried out.

In connection with the merger, it was originally intended that Rolf Endre
Delingsrud, CEO of Totens Sparebank, would join the executive management of the
merged bank with responsibility for the integration process. CFO of Totens
Sparebank, Johan Ø. Røstøen, was supposed to work alongside Rolf E. Delingsrud
in contributing to the integration and implementation. Based on an initiative
taken by Delingsrud, and in consultation with the banks, the parties have
concluded that it is a better solution that Delingsrud serves as an advisor in
the merger process until his retirement, while Røstøen will join the executive
management team effective from the merger's completion and will have primary
responsibility for the integration of the two banks.

“On behalf of the Board of Totens Sparebank, I would like to thank Rolf E.
Delingsrud for the outstanding job he has done as CEO. Rolf took on the role
back in 2011, and under his leadership, the bank has developed into one of
Norway's most cost-effective and profitable savings banks” says Geir Stenseth,
Chair of the board of Totens Sparebank.

“I want to thank Rolf E. Delingsrud for his solid efforts in this merger
process. Moving forward, it will be important to work towards the successful
integration of the banks into a unified group. I look forward to Johan Ø.
Røstøen joining our executive management team with particular responsibility for
this vital task, in close cooperation with employees and management from both
banks” says group CEO in SpareBank 1 Østlandet, Klara-Lise Aasen.

The banks aim to execute the merger on 1 November 2024.

The banks have engaged Advokatfirmaet Selmer AS as legal advisor in connection
with the implementation of the merger. SpareBank 1 Østlandet has engaged
SpareBank 1 Markets AS as financial advisor, and Totens Sparebank has engaged
ABG Sundal Collier ASA as financial advisor.

Contact Information:

SpareBank 1 Østlandet:
Chair of the board: Siri J. Strømmevold, tel. + 47 414 44 712
CEO: Klara-Lise Aasen, tel. + 47 476 35 583
CFO: Geir-Egil Bolstad, tel. + 47 918 82 071
Head of Investor Relations: Bjørn-Erik R. Orskaug, tel. + 47 922 39 185

Totens Sparebank:
Chair of the board: Geir Stenseth: tel. + 47 930 39 707
CEO: Rolf Endre Delingsrud, tel. + 47 917 28 668
Deputy CEO: Stig Håvard Blikseth, tel. + 47 958 64 601
CFO: Johan Øverseth Røstøen, tel. + 47 916 07 741

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

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