At its meeting on 5th and 6nd of February the Board of Directors has adopted the following resolutions:
DIVIDEND ISSUE
The Board of Directors endorsed the administration's issue proposal and resolved to put forward the following proposal to the Supervisory Board:
"I. Increase of PCC capital through a private placing:
a) The bank's PCC capital is to be increased by no less than NOK 25 and no more than NOK 323.856.018
b) Nominal value per PCC is to be NOK 25.
c) The Board of Directors is authorised to determine the subscription price, not however higher than NOK ( ) or lower than NOK ( ) per PCC.
d) The issue shall be in the form of a placing with PCC holders who wish to avail themselves of the offer to convert the claim resulting from the decision regarding distribution of dividends for the accounting year 2007. The PCC holders' pre-emptive rights are dispensed with.
e) The period for subscribing for the PCCs is 1 April to 11 April 2008 inclusive, and a special subscription form shall be used.
f) PCC holders shall be entitled to subscribe for and be allotted a number of PCCs to be decided on the basis of the subscription price determined by the Board of Directors and the individual PCC holder's claim resulting from the decision regarding distribution of dividends for the accounting year 2007. PCC holders who avail themselves of the subscription right must devote their entire claim to subscribing for PCCs. Where the individual PCC holder's claim is not divisible by the subscription price, the surplus will be disbursed in cash. There will be no opportunity to oversubscribe.
g) The PCC capital contribution shall be settled by 30 april 2008 and can only be settled by conversion of the claim resulting from the decision regarding distribution of dividends for 2007 and as stated in the special subscription form.
h) The new PCCs will be entitled to dividends as from the date the capital is registered in the Register of Business Enterprises.
The Board of Directors's justifies its proposal stating that this model enables the Savings Bank to offer a larger dividend than otherwise, based on the assumption that a number of PCC holders prefer to receive dividend warrants instead of full or partial dividend. In that case tier 1 capital is not reduced by the margin indicated by the dividend rate. A further intended effect is to reduce the dilution of the PCC capital.
II. Authorisation to the Board of Directors:
The Supervisory Board authorised the Board of Directors to determine, within the above amount limits, the final issue amounts for the placing and to adopt the amendments needed to Article 2-1 third paragraph of the Articles of Association, in accordance with increase of capital stated in item I.
III. Proposed amendments to the Articles of Association
It is proposed that Article 2-1 of the Articles of Association which currently reads:
"The original capital of the amalgamated savings banks has either been repaid or does not need to be repaid. A complete list is given in previous Articles.
With the consent of the King, the Supervisory Board may decide to issue negotiable dividend-bearing PCCs conferring the right to be represented on the Supervisory Board under Section 2 second paragraph of the Savings Banks Act. The savings bank's PCCs shall be registered with the Norwegian Central Securities Depository (Verdipapirsentralen).
The savings bank's PCC capital shall be NOK 1.349.400.075 divided into 53.976.003 PCCs of NOK 25 each, fully paid up.
All acquisitions of PCCs shall be notified to the bank within one month.
Acquirers of PCCs are entitled to vote once the acquisition has been registered with the Norwegian Central Securities Depository."
Be amended to read as follows:
"The original capital of the amalgamated savings banks has either been repaid or does not need to be repaid. A complete list is given in previous Articles.
With the consent of the King, the Supervisory Board may decide to issue negotiable dividend-bearing PCCs conferring the right to be represented on the Supervisory Board under Section 2 second paragraph of the Savings Banks Act. The savings bank's PCCs shall be registered with the Norwegian Central Securities Depository (Verdipapirsentralen).
The savings bank's PCC capital shall be NOK [ ] divided into [ ] PCCs of NOK 25 each, fully paid up.
All acquisitions of PCCs shall be notified to the bank within one month.
Acquirers of PCCs are entitled to vote once the acquisition has been registered with the Norwegian Central Securities Depository."
3. EMPLOYEE PLACING
The Board of Directors recommended that the Supervisory Board adopt the following proposal:
The Supervisory Board decided to authorise the Board of Directors to carry out a placing with the Group's employees on the following terms:
- the PCC capital to be increased by a nominal value of up to NOK 35 million
- the authorisation to remain valid for two years
- the PCC's nominal value to be NOK 25
- PCC holders' pre-emptive right to be dispensed with
- subscription to take place at 80% of the market price in a placing with Group employees.
- The subscription price under the issue authorisation will be 80% of the market price, and the invitation to subscribe will be directed at employees in more-than-half-time positions in the Sparebanken Midt-Norge Group. "Group" means Sparebanken Midt-Norge and companies in which Sparebanken Midt-Norge has a controlling interest, directly or indirectly. A lock-in period of one year applies.
The Board of Directors is authorised to amend Article 2-1, third paragraph, of the Articles of Association in line with the issues carried out under the issue authorisation."
Contact persons:
Please direct any questions to:
Finn Haugan CEO, on +47 900 41 002 or
Kjell Fordal ,CFO, on +47 905 41 672
About us
SpareBank 1 Midt-Norge is Central Norway's largest financial group. We lead the market in retail and corporate banking, and are present in 67 localities across the region. Our goal is to be the most recommended bank in Central Norway, and as a local, independent savings bank we feel a particular responsibility for stimulating growth and well-being in the region. We base our business on closeness to the customer, good accessibility, a full range of products and holistic financial advice.
Headquartered in Trondheim, the Group has about 1.000 employees and includes the following subsidiaries: SpareBank 1 Finans Midt-Norge AS, EiendomsMegler 1 Midt-Norge AS, Allegro Finans ASA and Midt-Norge Regnskap AS.
SpareBank 1 Midt-Norge is one of six owners of SpareBank 1 Gruppen AS.
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