Sparebanken Norge and Oslofjord Sparebank have today signed a merger plan.

- Sparebanken Norge has ambitions to become a national bank. The merger with
Oslofjord Sparebank means that we can get off to a fast and good start to the
establishment in the strategically important Oslo area, says CEO of Sparebanken
Norway, Jan Erik Kjerpeseth.

Over the next 5-10 years, Sparebanken Norge will expand its geographical
footprint in order to build a national position in addition to its regional
affiliation. Through the appointment of Arild Andersen, Sparebanken Norge has
started a process for establishment in the Oslo area.

- Oslofjord Sparebank is an efficiently run bank with good results, a healthy
balance sheet and a good return on equity and is therefore the right partner for
Sparebanken Norge, says Kjerpeseth.

Through a merger with Sparebanken Norge, Oslofjord Sparebank will create added
value for employees, customers and the local community in Oslo:

- Employees will become part of a financial house with ambitions to be the best
place to work for people who want to develop themselves. Customers will benefit
from a complete banking package with the best digital solutions, personal
advisors and customer dividends, and donations from the bank will benefit the
local community, says Bjørn-Erik Øverland, CEO of Oslofjord Sparebank.

Based on accounting figures as of the first quarter of 2025, Sparebanken Norge
will, when merging with Oslofjord Sparebank, have: 
o	Total assets of about NOK 561 billion 
o	Gross lending of about NOK 457 billion 
o	Total 1,623 full-time equivalents in the Group 

It is expected that the CET1 capital ratio will not be significantly affected as
a consequence of the merger.

Acquiring bank and merger model
Sparebanken Norge will be the acquiring bank under legal and accounting law,
which will take over assets, rights and obligations from Oslofjord Sparebank
upon completion of the merger with Oslofjord Sparebank.

Oslofjord Sparebank will establish a savings bank foundation whose purpose shall
be to promote savings banking activities in Oslo and Akershus by owning equity
certificates in Sparebanken Norge and disposing of profits to promote charitable
purposes.

No changes are proposed to the Group Executive Management or the Board of
Directors of Sparebanken Norge as a result of the merger.  The CEO of Oslofjord
Sparebank, Bjørn-Erik Øverland, will be employed as CEO of Oslofjord Sparebank
until the completion of the merger.

Merger consideration
The exchange ratio is agreed after negotiations between the parties. The
negotiations are based on a financial and legal due diligence conducted by PWC
and Advokatfirmaet Selmer AS, respectively, in addition to a review of
value-adjusted equity in Oslofjord Sparebank, profit model, market pricing and
transaction pricing. The exchange ratio is based on a valuation of the banks as
of 22 April 2025. 

Based on this, the parties agree on an exchange ratio of 98.92% to Sparebanken
Norge and 1.08% to Oslofjord Sparebank. 

Prior to the merger, Sparebanken Norge has a capital structure consisting of
primary capital and equity share capital, while Oslofjord Sparebank only has
primary capital. The ownership fraction of Sparebanken Norge is estimated at
40.43%, based on figures for Sparebanken Vest and Sparebanken Sør as of
31.12.2024.

The consideration for the takeover of the business of Oslofjord Sparebank shall
be provided in the form of equity certificates in the merged bank and cash,
which will be issued to Sparebankstiftelsen Oslofjord, which will be established
in connection with the merger.

Taking into account the exchange ratio, Sparebanken Norge will issue 3,670,937
equity certificates as consideration to Sparebankstiftelsen Oslofjord, in
addition to Sparebankstiftelsen Oslofjord receiving a cash consideration of NOK
123 million. The cash consideration amounts to just under 20% of the total
consideration based on the price of Sparebanken Vest's equity certificate on 22
April 2025. The equity certificates are issued at a price corresponding to the
last calculated book value per equity certificate in Sparebanken Norge, at group
level, at the time the Board of Directors of Sparebanken Norge decides to carry
out the merger.

Given the issuance of 3,670,937 equity certificates as consideration to
Sparebankstiftelsen Oslofjord and Sparebanken Norge's calculated ownership
fraction as of 31.12.2024, the parties agree that the ownership fraction in the
merged bank shall be 40.95%. The ownership fraction may be affected by changes
in the merged bank's holdings of own equity certificates.

Timing and conditions for the merger 
The agreement is conditional on that the merger plan is approved by the banks'
respective general meetings and supervisory boards on 16 June 2025. The merger
is also subject to necessary approvals from the authorities on acceptable terms.


The aim is to complete the merger around 1 December 2025.

The banks have engaged Norne Securities AS as joint financial advisor in
connection with the merger, while Advokatfirmaet Selmer AS has been engaged as
joint legal advisor.

Contact persons  
Sparebanken Norge
Jan Erik Kjerpeseth, CEO, tel. +47 951 98 430
Hans Olav Ingdal, CFO, tel. +47 948 09 328
Brede Borgen Kristiansen, Director of Finance, Operations og Investor Relations,
tel. +47 479 06 402
Hanne Dankertsen, Director of Communications, tel. +47 994 49 173

Oslofjord Sparebank
Bjørn-Erik Øverland, CEO, tel. +47 900 44 754

This information constitutes inside information pursuant to the EU Market Abuse
Regulation (MAR) and is subject to the disclosure requirements pursuant to
section 5-12 of the Norwegian Securities Trading Act. The announcement is
published on behalf of Sparebanken Norge by Brede Borgen Kristiansen, Director
of Finance, Operations and Investor Relations, 14 May 2025 at 07.00 CET.