MING: Contemplated secondary sale of equity capital certificates

12 Nov 2024 16:30 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR
ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES AND THE SECURITIES
REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; ANY PUBLIC
OFFERING OF SUCH SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY
MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY, WHICH WOULD CONTAIN
DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL
STATEMENTS. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED
STATES.

Sparebankstiftinga Søre Sunnmøre (the "Seller") has retained Arctic Securities
AS and SpareBank 1 Markets AS (the «Managers») to explore a potential secondary
placement of existing equity capital certificates (“ECCs”) in SpareBank 1 SMN
(the «Company»).

The Seller is contemplating selling up to 2,500,000 ECCs in the Company (the
“Offering”), representing approximately 1.73% of the issued and outstanding ECCs
in the Company, through an accelerated bookbuilding process. Assuming all
offered ECCs are sold as part of the Offering, the Seller will hold
approximately 10.5 million ECCs in SpareBank 1 SMN, equivalent to approximately
7.26% of the outstanding ECCs in the Company upon completion of the Offer. The
Seller reserves the right, at its own discretion, to reduce the number of ECCs
to be sold, or to sell no ECCs at all in the Offering.

The offer price and the total number of ECCs to be sold in the Offering will be
determined through the accelerated bookbuilding process carried out by the
Managers. The bookbuilding period will commence immediately following the
publication of this announcement and close no later than 13 November 2024 at
08:00 CET. The bookbuilding period could also close earlier or later at the
discretion of the Seller in consultation with the Managers. The result of the
Offering is expected to be announced before 09:00 CET on 13 November 2024 (T).
The Offering will be unconditional as of the time of allocation. The ECCs will
be tradeable upon allocation, and settlement of the Offering will be conducted
on a normal delivery-versus-payment basis (DVP T+2).

The Seller remains committed to being a long-term, significant owner in the
Company. Following a successful completion of the Offering, the Seller will
enter into a customary 180-day lock-up commitment with the Managers for the
remaining ECCs in SpareBank 1 SMN that the Seller holds.

For more information about the Offering please contact one of the Managers:

Arctic Securities AS:
+47 21 01 30 70

SpareBank 1 Markets AS:
+47 24 14 74 70

Important notices:

This announcement is not and does not form a part of a prospectus or any offer
to sell, or a solicitation of an offer to purchase, any securities of the
Company. The distribution of this announcement and other information may be
restricted by law in the United States of America or in certain jurisdictions.
Copies of this announcement are not being made and may not be distributed or
sent into any jurisdiction in which such distribution would be unlawful or would
require registration or other measures. Accordingly, this announcement is not
for public release, publication or distribution, directly or indirectly, in or
into the United States (including its territories and possessions, any state of
the United States and the District of Columbia), except to “qualified
institutional buyers” as defined in Rule 144A under the U.S. Securities Act of
1933, as amended (the “Securities Act”). Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be
registered under the Securities Act, and accordingly may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any part of the Offering or its securities in the United States or to conduct a
public offering of securities in the United States.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression “Prospectus
Regulation” means Regulation (EU) 2017/1129, as amended, together with any
applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are “qualified investors” within the meaning of the
Prospectus Regulation as it forms part of English law by virtue of the European
Union (Withdrawal) Act 2018 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 for
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.

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”, “expect”, “anticipate”,
“strategy”, “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 Seller 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 their control. By their
nature, forward-looking statements are subject to numerous factors, risks and
uncertainties that could cause actual outcomes and results to be materially
different from those projected. Readers are cautioned not to place undue
reliance on these forward-looking statements. Except for any ongoing obligation
to disclose material information as required by the applicable law, the Seller
does not have any intention or obligation to publicly update or revise any
forward-looking statements after it distributes this announcement, whether to
reflect any future events or circumstances or otherwise.

None of the Company, the Seller, the Managers nor any of their respective
subsidiary undertakings, affiliates or any of their respective directors,
officers, employees, advisers, agents or any other person accepts any
responsibility whatsoever for, or makes any representation or warranty, express
or implied, as to the truth, accuracy, completeness or fairness of the
information or opinions in this announcement (or whether any information has
been omitted from the announcement) or any other information relating to the
Company, the Seller, 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. Each of the Managers is acting for
the Seller only in connection with the Offering and no one else, and will not be
responsible to anyone other than the Seller for providing the protections
offered to clients nor for providing advice in relation to the Offering, the
contents of this announcement or any transaction, arrangement or other matter
referred to in this announcement.

In connection with the Offering, the Managers and their respective affiliates
may take up a portion of the ECCs offered in the Offering as a principal
position and in that capacity may retain, purchase, sell, offer to sell for
their own accounts such ECCs and other securities of the Company or related
investments in connection with the Offering or otherwise. In addition, the
Managers and their respective affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in connection with
which the Managers and their respective affiliates may from time to time
acquire, hold or dispose of ECCs of the Company. The Managers do not intend to
disclose the extent of any such investment or transactions, other than in
accordance with any legal or regulatory obligations to do so.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. The price and value
of securities and any income from them can go down as well as up and you could
lose your entire investment. Past performance is not a guide to future
performance. Information in this announcement cannot be relied upon as a guide
to future performance. None of the Managers nor any of their respective
affiliates accepts any liability arising from the use of this announcement.

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