Not for release, publication or distribution in the United States, Canada, Australia or Japan.

The subscription rights in the quoted company SpareBank 1 SMN will be listed 12 March 2012.

Each existing equity certificate holder will be granted 3 subscription rights for every 10 equity certificates held by such existing equity certificate holder as of 6 March 2012 as registered in the Savings Bank’s equity certificate register in  the VPS as of 9 March 2012. The number of subscription rights granted to each existing equity certificate holder will be rounded down to the nearest whole subscription right. Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated one new equity certificate in the rights offering.

The subscription rights are expected to have economic value and holders of subscription rights will lose such value in the event that the subscription rights are not disposed of or used to subscribe for new equity certificates.

The rights issue has been underwritten by a consortium of underwriters pursuant to an underwriting agreement whereby the underwriters have undertaken pro rata, and not joint and severally, to underwrite 100 per cent of the subscription amount in the rights issue.

The underwriters’ obligations to subscribe and pay for the new equity certificates allocated to them in accordance with the underwriting agreement are conditional upon certain customary conditions. The remaining conditions are:

(a)                    In the period from 1 February 2012 (the “Effective Date”) and up to expiry of the subscription period for the rights issue (i) the savings bank’s outstanding equity certificates must not be deleted or suspended from quotation on the Oslo Stock Exchange pursuant to the Stock Exchange Act section 25 or (ii) that no major restrictions with respect to equity certificates trading have been introduced on the Oslo Stock Exchange, the London Stock Exchange or the New York Stock Exchange;
             
(b)                    In the period from the Effective Date and up to expiry of the subscription period for the rights issue neither the prospectus nor any other information to the market must have unveiled material matters regarding the savings bank and the operation and activity of the savings bank relating to the period prior to signing the underwriting agreement, and that according to the underwriter will probably constitute a materially negative change in the assumptions of the rights issue making it inadvisable to carry out the rights issue.

The underwriting obligation is effective from the Effective Date and until (i) the Guarantors have fulfilled their payment obligation under the Underwriting Agreement, (ii) the Savings Bank has confirmed that the Rights Issue has been fully subscribed and that the underwriting liability as a result of this does not materialize or (iii) the guarantee obligation has lapsed due to the conditions (a) and/or (b) have not been met. If the Savings Bank has not claimed payment under the Underwriting Agreement with 30 June 2012, the underwriting liability expires in its entirety. In the event that the Financial Supervisory Authority of Norway does not approve the increase of the equity certificate capital resulting from the rights issue and the corresponding amendments to the articles of association, the rights issue will be withdrawn. If the rights issue is withdrawn, all subscription rights will lapse without value, any subscriptions for, and allocations of, new equity certificates that have been made will be disregarded and any payments for new equity certificates made will be returned to the subscribers without interest or any other compensation. The lapsing of subscription rights shall be without prejudice to the validity of any trades in subscription rights, and investors will not receive any refund or compensation in respect of subscription rights purchased in the market.

The underwriters may terminate the underwriting agreement at any time prior to their subscription of any unallocated new equity certificates in the event that (i) the savings bank under Norwegian law is regarded as being in material breach of the underwriting agreement or statements made by the savings bank issued thereunder, or (ii) any of the conditions for the underwriting not having been satisfied or waived by the underwriters. In the event that the underwriters terminate the underwriting agreement and the rights issue is not fully subscribed, the rights issue will be withdrawn with consequences as described in the previous section.

Pursuant to a payment guarantee agreement entered into by SpareBank 1 SMN and SpareBank 1 Markets , the latter will, subject to the terms and conditions of the payment guarantee agreement, on 10 April 2012 pay subscription amounts not paid by the subscribers, up to an aggregate maximum amount of NOK 150 million, when due, in order to enable timely registration of the capital increase pertaining to the new equity certificates issued in the rights issue with the Norwegian Register of Business Enterprises.

For further details reference is made to section 9.19 and 9.14.3 of the prospectus dated 8 March 2012.

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Disclaimer
This document does not constitute an offer to sell or the solicitation of an offer to buy the securities of SpareBank 1 SMN (the “Securities”) in the United States or in any other jurisdiction outside Norway. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the Securities has not registered, and does not intend to register, any portion of the Offering in the United States or in any other jurisdiction outside of Norway, and does not intend to conduct a public offering of the Securities in the United States or in any other jurisdiction outside Norway. Copies of this document are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan. 

Forward looking statements
This document includes “forward-looking statements” that involve risks, uncertainties and other factors, many of which are outside of our control that could cause actual results to differ materially from the results discussed in the forward-looking statements. Forward-looking statements include statements concerning our plans, objectives, goals, future events, performance and/or other information that is not historical information. We undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances after the date made, except as required by law.

This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: SpareBank 1 SMN via Thomson Reuters ONE