SpareBank 1 SR-Bank - Primary capital certificate split and bonus issue
The Board of Directors of SpareBank 1 SR-Bank has today resolved to present the following proposal to the committee of shareholders' representatives in meetings on 25th and 26th October 2007.
The Board of Directors proposes that the committee of shareholders' representatives adopts the following resolution:
"1. Primary capital certificate split
Every primary capital certificate, each with a nominal value of NOK 50, shall be split into two primary capital certificates, each with a nominal value of NOK 25. The bank's primary capital after the split, but before the bonus issue, will be NOK 1,330,685,800 divided into 53,227,432 primary capital certificates, each with a nominal value of NOK 25.
2. Increase of the bank's primary capital through a bonus issue
The primary capital shall be increased by NOK 443,561,925 from NOK 1,330,685,800 to NOK 1,774,247,725 through the issuing of 17,742,477 new primary capital certificates (free certificates).
The bonus issue will be executed by transferring NOK 379,559,430 from the share premium reserve and transferring NOK 64,002,495 from the cohesion fund.
The new primary capital certificates shall each have a nominal value of NOK 25.
A total of 17,742,477 new primary capital certificates, each with a nominal value of NOK 25, will be issued with three old primary capital certificates entitling owners to one new primary capital certificate. Allocation will be based on the number of certificates the individual primary capital certificate owner owns on the day the committee of shareholders' representatives adopts its final resolution, 26th October 2007. The total number of primary capital certificates will after the bonus issue be 70,969,909.
Primary capital certificate owners who on the basis of the aforementioned ratio own primary capital certificates for which new primary capital certificates will not be issued, will be entitled to part-certificates for their excess primary capital certificates. The bank will sell the primary capital certificates owned by the part-certificate owners on their behalf. This sale will take place in the market on the first trading day after the bonus issue is registered with the Norwegian Central Securities Depository (VPS). The proportional share of the sales sum to which the individual part-certificate owner is entitled will be credited to the owner's dividend account in VPS as quickly as practicably possible.
The new primary capital certificates shall have the same priority as the existing primary capital certificates.
The new primary capital certificates shall entitle owners to dividends from and including the 2007 financial year and other rights from and including the moment the capital increase is registered in the Norwegian Register of Business Enterprises.
3. Change of Chapter 2, Section 2.1, paragraph one of the articles of association
Based on the above, Chapter 2, Section 2.1, paragraph one of the bank's articles of association shall be changed from:
"The savings bank's primary capital amounts to NOK 1,330,685,800, divided into 26,613,716 primary capital certificates with a nominal value of NOK 50 fully paid up."
to
"The savings bank's primary capital amounts to NOK 1,774,247,725, divided into 70,969,909 primary capital certificates with a nominal value of NOK 25 fully paid up."
The Board of Directors further proposes that the committee of shareholders' representatives adopts the following resolution:
The Board of Directors is hereby authorised to increase the primary capital by up to NOK 177,424,750 by issuing up to 7,096,990 new primary capital certificates, each with a nominal value of NOK 25. The subscription price and other subscription terms shall be stipulated by the Board of Directors.
The authorisation only covers an increase in capital against contributions paid in cash.
The Board of Directors can decide to waive the primary capital certificate owners' pre-emptive rights.
The authorisation is valid for one year after registration in the Norwegian Register of Business Enterprises takes place.
The Board of Directors is authorised to make those changes to the articles of association necessitated by the increase in capital.
For further information please contact:
Lisbet K. Nærø, Chief Financial Officer, Mobile no.: (+47) 95 26 59 60.