At its meeting 7 February 2008 the Board proposes that the bank's Supervisory Board, at its meeting on 27 March 2008, resolves that the dividend for 2007 may be paid in the form of new primary capital certificates as an alternative to payment in cash. The Board's proposal for intervals for the subscription price will be dealt with and resolved at the meeting of the Board of Directors on 27 February 2008.

 

The Board proposes that the Supervisory Board adopts the following resolution.

 

 

 

a)   The bank's primary capital is increased by a minimum of NOK 1 and a maximum of NOK 250 million through the issue of a minimum of 1 and a maximum of 10 million primary capital certificates.

 

b)   The nominal value of the primary capital certificates is NOK 25.

 

c)   The Board is authorised to set the subscription price, however not higher than NOK xx and not lower than NOK xx per primary capital certificate.

 

d)   The issue will be arranged as a private placement with primary capital certificate holders and will take place in connection with the primary capital certificate holders being given a right to subscribe to the emission with an amount equal to the dividend the holder is entitled to for the 2007 accounting year. Primary capital certificate holders' pre-emptive rights are waived.  

 

e)   The subscription period for primary capital certificates from 10 April up to and including 23 April 2008 and subscriptions shall be made on the subscription form. 

 

f)    The subscription price will give the total number of primary capital certificates that are to be issued and the number of primary capital certificates the individual primary capital certificate holder must hold to be allotted one primary capital certificate. Subscription can only be made for whole primary capital certificates. The full amount of the dividend must be invested. The maximum number of primary capital certificates must be subscribed to within the number made possible by the amount of the dividend. Oversubscription will not be allowed.

 

g)   Primary capital certificate holders who own certificates as of 27 March.2008 are entitled to participate in the issue.

 

h)   Primary capital certificate holders who do not subscribe to the issue will receive their dividend for 2007 in cash. Similarly, primary capital certificate holders who are not entitled to whole primary capital certificates will receive dividend for the unexploited primary capital certificates in cash.

 

i)    Payment of the primary capital shall be made no later than 9 May 2008 and only by way of earned and adopted, but unpaid dividend from the bank for 2007, as specified in the subscription form. Payment by primary capital certificate holders takes place by the bank offsetting the primary capital certificate holders' right to dividend.

 

j)    The new primary capital certificates will be entitled to dividend from the date the increase in capital is registered in the Register of Business Enterprises.

 

 

The Supervisory Board grants the Board of Directors authority, within the limits set by the amounts, to set the final issue amounts for the private placement and to adopt the necessary amendments to the articles of association in relation to the increase in capital referred to in section 1.