The Board of Directors of SpareBank 1 SR-Bank has today approved and adopted the final accounts for 2008. The preliminary accounts published on 13 February 2009 are thus confirmed.

 

In accordance with the report 13 February 2009 of preliminary annual accounts 2008, the Board of Directors will propose a dividend of NOK 1,00 per primary capital certificate and propose the following regarding bonus issue of NOK 374,5 million in the Supervisory Board meeting on 26 March  2009:

 

"The Board of Directors proposes that the bank's primary capital be increased by NOK 374 516 725 000 by way of a bonus issue. This proposal is based on a desire to give the owners access to some of the equalisation reserve as a means of further strengthening the position of primary capital certificates as equity capital instrument. 

 

On this basis, the Board proposes that the bank's primary capital be increased by way of a bonus issue pursuant to section 8 of the Regulations governing primary capital certificates in savings banks, loan associations and mutual insurance companies, dated 7 February 2001.

 

The Board of Directors proposes that the Supervisory Board at its meeting on 26 March resolves the following: 

 

1. Increase in the bank's primary capital by way of bonus issue.

 

The primary capital is increased by NOK 374 516 725 000 from NOK 1 872 583 625 to NOK 2 247 100 350 by issuing 14 980 669 new primary capital certificates (bonus certificates).

 

This bonus issue is implemented by transferring NOK 324 516 725 from the equalisation reserve and NOK 50 mill from the premium reserve.

 

The nominal value of the new primary capital certificates shall be NOK 25 each.

 

A total of 14 980 669 new primary capital certificates of NOK 25 each shall be issued so that 5 old primary capital certificates entitle the holder to one new primary capital certificate. Allotment of the new certificates will be based on the number of primary capital certificates the individual holder has on the day the Supervisory Board adopts its resolution, namely 26 March 2009. Subsequent to the bonus issue, the number of primary capital certificates issued will be 89 884 014.

 

Primary capital certificate holders who, on the basis of the above, have primary capital certificates for which no new primary capital certificate will be issued will be entitled to a partial certificate for the excess primary capital certificates. On behalf of these owners, the bank will sell the primary capital certificates held by partial certificate holders. The sale will take place on the first trading day after the bonus issue has been registered in VPS (The Norwegian Central Securities Depository).  The relative share of the sales price that the individual partial certificate holder is entitled to will be credited to his/her VPS account as soon as is practicably possible.

 

The new primary capital certificates will have the same priority as existing primary capital certificates.

 

The new primary capital certificates will entitle the holder to dividends from the 2009 accounting year and other rights from the date the increase in capital is registered in the Register of Business Enterprises. 

 

2. Amendments to Chapter. 2 section 2.1 first sub-section of the above, the bank's Articles of Association.

 

On the basis of the above the Chapter 2, section 2.1, first sub-section of the bank's Articles of Association will be amended from:

 

"The savings bank's primary capital is NOK 1 872 583 625 divided into 74 903 345 primary capital certificates of NOK 25 each, fully paid." 

 

to

 

"The savings bank's primary capital is NOK 2 247 100 350 divided into 89 884 014 primary capital certificates of NOK 25 each, fully paid."" 

 

 

Stavanger, 12 March 2009

 

 

The Board of Directors of SpareBank 1 SR-Bank