Prospectus - Swedbank

Prospectus
SpareBank 1 SMN
Rights Offering of 28,477,170 New Equity Certificates
Employee Offering of up to 2,307,692 New Equity Certificates
Subscription Price: NOK 26 per New Equity Certificate
Subscription Period: From 12 March 2012 to 17:30 hours (CET)
on 26 March 2012
Trading in Subscription Rights granted in the Rights Offering:
From 12 March 2012 to 17:30 hours (CET) on 26 March 2012
Date: 8 March 2012
Global Coordinator and Bookrunner Joint Lead Manager
Joint Lead Manager
This prospectus (the “Prospectus”) has been prepared in order to provide information about SpareBank 1 SMN and
its business and to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the “Securities
Trading Act”) and related secondary legislation, including EC Commission Regulation EC/809/2004. The Financial
Supervisory Authority of Norway has reviewed and approved this Prospectus in accordance with Section 7-7 of
the Securities Trading Act. This Prospectus has not been reviewed by, registered with or otherwise passed upon
by any securities authority or regulator from any jurisdiction other than Norway, and this Prospectus has not been
passported into any jurisdiction.
Subscription rights that are not exercised to subscribe for new equity certificates or are sold by the expiry of
the subscription period will lapse and consequently be of no value.

SpareBank 1 SMN - Prospectus
TABLE OF CONTENTS
1 SUMMARY ....................................................................................................................... 2
2 RISK FACTORS .............................................................................................................. 15
3 NORWEGIAN SUMMARY .................................................................................................. 30
4 NORWEGIAN TRANSLATION OF SECTIONS 9 AND 10 OF THE PROSPECTUS .......................... 43
5 RESPONSIBILITY STATEMENT ......................................................................................... 64
6 GENERAL INFORMATION ................................................................................................ 65
7 BACKGROUND FOR THE RIGHTS OFFERING AND THE EMPLOYEE OFFERING ......................... 70
8 USE OF PROCEEDS ........................................................................................................ 71
9 THE RIGHTS OFFERING .................................................................................................. 72
10 THE EMPLOYEE OFFERING .............................................................................................. 87
11 DILUTION ..................................................................................................................... 94
12 BUSINESS DESCRIPTION OF THE GROUP ......................................................................... 95
13 DIVIDENDS AND DIVIDEND POLICY ............................................................................... 118
14 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA ................................................ 120
15 OPERATING AND FINANCIAL REVIEW ............................................................................. 124
16 RISK AND CAPITAL MANAGEMENT ................................................................................. 151
17 MANAGEMENT, SUPERVISORY BODIES, EMPLOYEES AND CORPORATE GOVERNANCE .......... 164
18 REGULATORY OVERVIEW .............................................................................................. 181
19 EQUITY CERTIFICATES AND EQUITY CERTIFICATE HOLDER MATTERS ................................ 191
20 MARKET PRICE OF EQUITY CERTIFICATES ...................................................................... 205
21 SECURITIES TRADING IN NORWAY ................................................................................ 206
22 TAXATION .................................................................................................................. 209
23 RESTRICTIONS ON SALE AND TRANSFER ....................................................................... 214
24 ADDITIONAL INFORMATION .......................................................................................... 221
25 DEFINITIONS USED IN THE PROSPECTUS ....................................................................... 227
ANNEX 1 - ARTICLES OF ASSOCIATION OF SPAREBANK 1 SMN ............................................... 230
ANNEX 2 - SUBSCRIPTION FORM FOR THE RIGHTS OFFERING................................................. 239
ANNEX 3 - NORWEGIAN LANGUAGE SUBSCRIPTION FORM FOR THE RIGHTS OFFERING ............. 240
ANNEX 4 - NORWEGIAN LANGUAGE SUBSCRIPTION FORM FOR THE EMPLOYEE OFFERING ......... 241
1

1 SUMMARY
SpareBank 1 SMN - Prospectus
The following summary should be read as an introduction to the full text of this Prospectus. Any
investment decision relating to the Rights Offering, the Employee Offering, the Equity Certificates
(including the New Equity Certificates) or the Subscription Rights should be based on the
consideration of this Prospectus as a whole. Where a claim relating to the information contained in
this Prospectus is brought before a court, a plaintiff investor might, under the national legislation of a
Member State of the European Economic Area (the “EEA”), have to bear the costs of translating this
Prospectus before legal proceedings are initiated. No civil liability attaches to those persons who have
prepared this summary, including any translations hereof, unless it is misleading, inaccurate or
inconsistent when read together with the other Sections of this Prospectus.
1.1 Introduction to SpareBank 1 SMN
SpareBank 1 SMN was founded in Norway on 26 May 1823 as Trondheims Sparebank. SpareBank 1
SMN is the product of mergers with several banks in the Trøndelags and Møre regions, which resulted
in the establishment of Sparebanken Midt-Norge in 1982. The Savings Bank was listed on the Oslo
Stock Exchange in 1994 and participated in establishing the SpareBank 1 Alliance in 1996. In 2008
the Savings Bank changed its name from SpareBank 1 Midt-Norge to SpareBank 1 SMN.
SpareBank 1 SMN has around 1,150 employees and is the largest bank in Mid-Norway with total
assets of NOK 101.5 billion at 31 December 2011. As one of the six members of the SpareBank 1
Alliance, the bank is part of Norway's second largest financial group.
SpareBank 1 SMN supplies a wide range of financial products and services to retail customers, small
and medium-sized companies and the agricultural and public sectors. The bank’s business concept is
to be a local bank and its operations clearly bear out this concept.
An important part of the Group’s strategy is to maintain a variety of branch solutions in the
municipalities and administrative centers in its core market. SpareBank 1 SMN is located at 54 places
in 43 municipalities. The offices are spread from Førde in the County of Sogn og Fjordane in the
south, to Bindal in the County of Nordland in the north, and from Florø in the County of Sogn og
Fjordane in the west, to Lierne in the County of Nord-Trøndelag in the east.
1.2 Background for the Rights Offering and the Employee Offering
SpareBank 1 SMN is conducting a rights offering to maintain a continued strong financial foundation
for profitable growth and participation in business opportunities in the Savings Bank's market area.
On 30 January 2012, the Savings Bank entered into the Underwriting Agreement pursuant to which
the Underwriters committed to, subject to the terms and conditions of the Underwriting Agreement,
severally and not jointly, to underwrite an aggregate amount of up to approximately NOK 750 million
in the Rights Offering, see Section 9.19 (“The Underwriting”)
On 25 May 2011, the Supervisory Board decided the establishment of Sparebankstiftelsen SpareBank
1 SMN by conversion of ownerless capital to owners’ (equity certificate) capital. The purpose of the
foundation is to establish a long-term owner, with investments in Equity Certificates in accordance
with the savings bank foundation’s primary object. The Supervisory Board authorized on 6 March
2012 the Board of Directors to complete a private placement directed primarily toward
Sparebankstiftelsen SpareBank 1 SMN (the “Savings Bank’s Foundation”), to enable the foundation to
fulfil its purpose during the year 2012.
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SpareBank 1 SMN - Prospectus
The Employee Offering is undertaken to encourage equity participation in the Savings Bank amongst
the Savings Bank`s employees. The Board of Directors of the Savings Bank considers it of importance
that the employees of the Group have strong focus on value creation and that the employees are
aligned with ownership interests. The Savings Bank has a long tradition of ownership in the Savings
Bank among its employees.
The planned offerings will increase the Savings Bank's core capital ratio of 10.4% to 11.7%,
representing an increase of 1.3 percentage points.
1.3 Summary of the Rights Offering
The following is a summary of the main terms and conditions of the Rights Offering.
The Rights Offering ..................... The Rights Offering consists of an offer by the Savings Bank to issue
28,477,170 New Equity Certificates at a Subscription Price of NOK 26 per New
Equity Certificate for gross proceeds of NOK 740,406,420.
Subscription Price ....................... The Subscription Price is NOK 26 per New Equity Certificate, which represents a
discount of approximately 33.67% to the closing price of NOK 39.2 per Equity
Certificate as quoted on the Oslo Stock Exchange, and a discount of 28.09% to
the theoretical price of the Equity Certificate without Subscription Rights
(“TERP”), calculated on the basis of the closing price on 5 March 2012, both as
adjusted for dividend distribution of NOK 2.0 per Equity Certificate.
Conditions for completion ............ The completion of the Rights Offering is subject to the following conditions:
(i) The FSAN having approved the increase in the Savings Bank’s Equity
Certificate capital resulting from the Rights Offering and the
corresponding amendments to the Savings Bank’s Articles of
Association; and
(ii) Unless the Rights Offering is fully subscribed, the Underwriting
Agreement (as defined below) remaining in full force and effect.
If it becomes clear that the above conditions will not be fulfilled, the Rights
Offering will be withdrawn.
Cut-Off Date .............................. 6 March 2012.
Record Date ............................... 9 March 2012 (i.e., Equity Certificate Holders as of the Cut-Off Date as
registered in the Savings Bank’s Equity Certificate register in the VPS as of the
end of 9 March 2012 will receive Subscription Rights).
Subscription Rights ..................... 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
the Cut-Off Date as recorded in the VPS as of the Record Date. 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.
Acquired Subscription Rights will give the same right to subscribe for New
Equity Certificates.
Existing Equity Certificate Holders who elect not to participate in the Rights
Offering will have their ownership interest diluted by approximately 24.5%
(assuming that the Employee Offering is fully subscribed), but will have the
opportunity to sell their Subscription Rights.
Subscription Rights that are not sold before the end of trading on the
Oslo Stock Exchange on 26 March 2012 or exercised before 17:30
hours (CET) on 26 March 2012 will have no value and will lapse without
compensation to the holder.
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SpareBank 1 SMN - Prospectus
Subscription Period ..................... The Subscription Period for the Rights Offering will commence on 12 March
2012 and end on 26 March 2012 at 17:30 hours (CET).
Trading in Subscription Rights ...... The Subscription Rights will be fully tradable and listed on the Oslo Stock
Exchange with ticker code “MING T” from 12 March 2012 until the end of
trading on the Oslo Stock Exchange on 26 March 2012.
Subscription procedures .............. Subscriptions for New Equity Certificates must be made by submitting a
correctly completed subscription form (a “Subscription Form”) to SpareBank
1 Markets AS, SpareBank 1 SMN Markets or Swedbank First Securities (the
“Subscription Offices”) during the Subscription Period, or, for Norwegian
citizens, online as described below. Existing Equity Certificate Holders will
receive Subscription Forms that include information about the number of
Subscription Rights allocated to the Existing Equity Certificate Holder and
certain other matters relating to the holding of Equity Certificates.
Subscriptions for New Equity Certificates by subscribers who are not Existing
Equity Certificate Holders must be made on a Subscription Form in the form
included in Annex 2 “Subscription Form for the Rights Offering” or Annex 3
“Norwegian Language Subscription Form for the Rights Offering”. Existing
Equity Certificate Holders may also choose to use such a Subscription Form.
Correctly completed Subscription Forms must be received by the Subscription
Offices for the Rights Offering no later than 17:30 hours (CET) on 26 March
2012. Subscribers who are Norwegian citizens may also subscribe for New
Equity Certificates through the VPS online subscription system (or by following
the link on www.sb1markets.no, www.smn.no/info or www.first.no, which will
redirect the subscriber to the VPS online subscription system).
Oversubscription and subscription without Subscription Rights will be
permitted; however, there can be no assurance that New Equity Certificates will
be allocated for such subscriptions.
Allocation .................................. Allocation of the New Equity Certificates will take place on or about 30 March
2012 in accordance with the following criteria:
(i) Allocation will be made to subscribers on the basis of granted and
acquired Subscription Rights, which have been validly exercised
during the Subscription Period. Each Subscription Right will give the
right to subscribe for and be allocated one New Equity
Certificate in the Rights Offering.
(ii) If not all Subscription Rights are exercised, subscribers having
exercised their Subscription Rights and who have oversubscribed will
be allocated additional New Equity Certificates on a pro rata basis
based on the number of Subscription Rights exercised by each such
subscriber. To the extent that pro rata allocation is not possible, the
Savings Bank will determine the allocation by the drawing of lots.
(iii) New Equity Certificates not allocated pursuant to (i) and (ii) above
will be allocated to subscribers not holding Subscription Rights.
Allocation will be sought made on a pro rata basis based on the
relevant subscription amounts.
(iv) New Equity Certificates not allocated pursuant to (i), (ii) and (iii)
above will be subscribed by, and allocated to, the Underwriters, or
investors appointed by the Underwriters, based on and in
accordance with the underwriting obligations of the respective
Underwriters.
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SpareBank 1 SMN - Prospectus
Payment .................................... The payment for New Equity Certificates allocated to a subscriber falls due on 3
April 2012 (the “Payment Date”). Subscribers who have a Norwegian bank
account must, and will by signing the Subscription Form, provide SpareBank 1
Markets AS with a one-time irrevocable authorisation to debit a specified bank
account with a Norwegian bank for the amount payable for the New Equity
Certificates which are allocated to the subscriber. The specified bank account is
expected to be debited on or after the Payment Date. SpareBank 1 Markets AS
is only authorised to debit such account once, but reserves the right to make
up to three debit attempts. Subscribers who do not have a Norwegian bank
account must ensure that payment with cleared funds for the New Equity
Certificates allocated to them is made on or before the Payment Date, and
must contact SpareBank 1 Markets AS or any of the other Subscription Offices
prior to any such payment.
Overdue payments will be charged with interest at the applicable rate from
time to time under the Norwegian Act on Interest on Overdue Payment of
17 December 1976 No. 100, currently 8.75% per annum. Subject to the
restrictions in section 2b-23 of the Financial Institutions Act cf. section 10-
12(4) of the Public Limited Liability Companies Act, and at the discretion of
SpareBank 1 Markets, acting as payment guarantor (the “Payment
Guarantor”), if a subscriber fails to comply with the terms of payment, the
New Equity Certificates will not be delivered to the subscriber. Pursuant to a
payment guarantee agreement entered into by the Savings Bank and the
Payment Guarantor, the Payment Guarantor will, subject to the terms and
conditions of the payment guarantee agreement (see Section 9.14.3 (“Overdue
Payments”), 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 Offering with the Norwegian
Register of Business Enterprises. The non-paying subscribers will remain fully
liable for the subscription amount payable for the New Equity Certificates
allocated to them, irrespective of such payment by the Payment Guarantor. The
New Equity Certificates allocated to such subscribers will be transferred to a
VPS account operated by SpareBank 1 Markets and will be transferred to the
non-paying subscriber when payment of the subscription amount for the
relevant New Equity Certificates is received. However, the Savings Bank and
the Payment Guarantor reserve the right to sell or assume ownership of the
New Equity Certificates from and including the fourth day after the Payment
Date without further notice to the subscriber in question in accordance with
section 2b-23 of the Financial Institutions Act cf. section 10-12(4) of the Public
Limited Liability Companies Act if payment has not been received within the
third day after the Payment Date. If the New Equity Certificates are sold on
behalf of the subscriber, the subscriber will be liable for any loss, costs, charges
and expenses suffered or incurred by the Savings Bank and/or the Payment
Guarantor as a result of or in connection with such sales. The Savings Bank
and/or the Payment Guarantor may enforce payment for any amount
outstanding in accordance with Norwegian law.
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SpareBank 1 SMN - Prospectus
Delivery .................................... The Savings Bank expects that the New Equity Certificates will be delivered to
Trading in New Equity
the VPS accounts of the subscribers to whom they are allocated on or about 11
April 2012. The final deadline for registration of the equity certificate capital
increase pertaining to the Rights Offering in the Norwegian Register of Business
Enterprises, and hence for the subsequent delivery of the New Equity
Certificates, is, pursuant to statutory law, three months from the expiry of the
Subscription Period (i.e., 26 June 2012).
The New Equity Certificates will be listed on the Oslo Stock Exchange as soon
Certificates .............................. as the capital increase pertaining to the Rights Offering has been registered in
the Norwegian Register of Business Enterprises and the New Equity Certificates
have been registered in the VPS (this is expected to take place on or about 11
April 2012). The listing of the New Equity Certificates on the Oslo Stock
Exchange is expected to take place on or about 12 April 2012.
Restrictions on sale and transfer ... Certain restrictions apply to sales and transfers of the Subscription Rights and
the New Equity Certificates in certain jurisdictions. Please refer to Section 23
(“Restrictions on Sale and Transfer”).
Ranking and dividends ................ The New Equity Certificates will rank pari passu in all respects with the Existing
Equity Certificates and will carry full equity certificate holder rights in the
Savings Bank from the time of registration of the capital increase pertaining to
the Rights Offering in the Norwegian Register of Business Enterprises. The New
Equity Certificates will be eligible for any dividends that the Savings Bank may
declare after said registration.
Governing law and jurisdiction ..... This Prospectus, the Subscription Forms and the terms and conditions of the
Rights Offering shall be governed by and construed in accordance with, and the
New Equity Certificates will be issued pursuant to, Norwegian law. Any dispute
arising out of, or in connection with, this Prospectus, the Subscription Forms or
the Rights Offering shall be subject to the exclusive jurisdiction of the courts of
Norway, with Oslo as legal venue.
Underwriting .............................. The Rights Offering has been underwritten by the Underwriters pursuant to,
and subject to the limitations in the Underwriting Agreement. The Underwriting
Agreement contains certain conditions and termination rights as further
described in Section 9.19 (“The Underwriting”) below.
Use of proceeds .......................... The net proceeds of the Rights Offering are expected to be approximately
NOK 714.3 million, after deduction of underwriting commissions and other fees
and expenses related to the Rights Offering of approximately NOK 26.1 million.
The net proceeds of the Rights Offering shall be used to strengthening the
Bank’s core (tier I) capital.
1.4 Key Dates for the Rights Offering
The timetable set out below provides certain indicative key dates for the Rights Offering:
Last day of trading in the Equity Certificates including Subscription Rights
(the Cut-Off Date) ................................................................................................
6 March 2012
First day of trading in the Equity Certificates excluding Subscription
Rights ................................................................................................
6
7 March 2012
Record Date ................................................................................................ 9 March 2012
Subscription Period commences................................................................12 March 2012
Trading in Subscription Rights commences on the Oslo Stock Exchange ................................
12 March 2012
Trading in Subscription Rights ends ................................................................ 26 March 2012 at 17:30 hours (CET)
Subscription Period ends ................................................................................................
26 March 2012 at 17:30 hours (CET)
Allocation of the New Equity Certificates ................................................................ On or about 30 March 2012
Distribution of allocation letters ................................................................On or about 30 March 2012
Payment Date ................................................................................................ 3 April 2012

SpareBank 1 SMN - Prospectus
Approval from the FSAN, registration in the Norwegian Register of
Business Enterprises and delivery of the New Equity Certificates ................................
On or about 11 April 2012
Listing and commencement of trading in the New Equity Certificates on
the Oslo Stock Exchange ................................................................................................
On or about 12 April 2012
1.5 Summary of the Employee Offering
The following is a summary of the main terms and conditions of the Employee Offering.
The Employee Offering ................ The Employee Offering consists of an offer by the Savings Bank to issue up to
2,307,692 New Equity Certificates for gross proceeds of up to NOK 59,999,992.
Subscription Price ....................... The Subscription Price is NOK 26 per New Equity Certificate, i.e. the same as in
the Rights Offering.
Conditions for completion ............ The completion of the Employee Offering is subject to the following conditions:
(i) The FSAN having approved the increase in the Savings Bank’s Equity
Certificate capital resulting from the Employee Offering and the
corresponding amendments to the Savings Bank’s Articles of
Association; and
(ii) Completion of the Rights Offering.
If it becomes clear that the above conditions will not be fulfilled, the Employee
Offering will be withdrawn.
Eligible Employees ...................... Employees with permanent non-terminated employment, including part time
employees with permanent non-terminated employment on a more than 50%
basis, per 1 March 2011, employed in either of the following entities may
subscribe in the Employee Offering:
(i) The Savings Bank;
(ii) The subsidiaries of the Savings Bank in which the Savings Bank
owned more than 85% of the shares as of 1 March 2012;
(iii) SpareBank 1 Bilplan AS;
(iv) Berg Data AS.
Subscription Period ..................... The Subscription Period for the Employee Offering will commence on 12 March
2012 and end on 26 March 2012 at 17:30 hours (CET).
Subscription procedures .............. Subscriptions for New Equity Certificates must be made by submitting a
correctly completed Subscription Form to SpareBank 1 SMN Markets, FX
Settlement and Security Services (the “Subscription Office for the
Employee Offering”) during the Subscription Period, or online as described
below. Eligible Employees subscribing in the Employee Offering must have a
VPS investor account with SpareBank 1 SMN as account manager in order to
subscribe in the Employee Offering. Subscription may be made on a
Subscription Form in the form included in Annex 4 “Norwegian Language
Subscription Form for the Employee Offering”. Correctly completed
Subscription Forms must be received by the Subscription Office for the
Employee Offering no later than 17:30 hours (CET) on 26 March 2012.
Subscribers may also subscribe for New Equity Certificates through the VPS
online subscription system (by following the link on SpareBank 1 SMN's internal
website for its employees, which will redirect the subscriber to the VPS online
subscription system).
Allocation .................................. Allocation of the New Equity Certificates will take place on or about 30 March
2012. Each Eligible Employee may as a maximum be allocated 3,000 New
Equity Certificates in the Employee Offering. To the extent the Savings Bank
receives subscriptions in excess of the maximum number of New Equity
Certificates issuable in the Employee Offering, the number of New Equity
Certificates allocable to the Eligible Employees will be reduced on a pro rata
basis.
Lock-Up ..................................... By subscribing in the Employee Offering, the subscriber (i) undertakes not to
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SpareBank 1 SMN - Prospectus
sell, pledge or in any way dispose over the New Equity Certificates issued to
the subscriber for a period of one year from the registration of the New Equity
Certificates on the subscriber’s VPS account. The Employee Offering will be
registered in the VPS with a separate International Securities Identification
Number, being ISIN NO 001 0635394 with a lock-up period of one year.
Payment .................................... The payment for New Equity Certificates allocated to a subscriber falls due on 3
April 2012. The subscriber must, and will by signing the Subscription Form,
provide, SpareBank 1 SMN Markets, FX Settlement and Security Services with
a one-time irrevocable authorisation to debit a specified bank account with a
Norwegian bank for the amount payable for the New Equity Certificates which
are allocated to the subscriber. The specified bank account is expected to be
debited on or after the Payment Date. SpareBank 1 SMN Markets, FX
Settlement and Security Services is only authorised to debit such account once,
but reserves the right to make up to three debit attempts. Subscribers who do
not have a Norwegian bank account must ensure that payment with cleared
funds for the New Equity Certificates allocated to them is made on or before
the Payment Date, and must contact SpareBank 1 SMN Markets, FX Settlement
and Security Services prior to any such payment.
Overdue payments will be charged with interest at the applicable rate from
time to time under the Norwegian Act on Interest on Overdue Payment of
17 December 1976 No. 100, currently 8.75% per annum. Subject to applicable
laws, and at the discretion of the Savings Bank, if a subscriber fails to comply
with the terms of payment, the New Equity Certificates will not be delivered to
the subscriber. The non-paying subscribers will remain fully liable for the
subscription amount payable for the New Equity Certificates allocated to them.
However, the Savings Bank reserves the right to appoint a third party to sell or
assume ownership of the New Equity Certificates, from and including the fourth
day after the Payment Date without further notice to the subscriber in question
in accordance with section 2b-23 of the Financial Institutions Act cf. section 10-
12(4) of the Public Limited Liability Companies Act if payment has not been
received within the third day after the Payment Date. If the New Equity
Certificates are sold on behalf of the subscriber, the subscriber will be liable for
any loss, costs, charges and expenses suffered or incurred by the Savings Bank
as a result of or in connection with such sales. The Savings Bank may enforce
payment for any amount outstanding in accordance with Norwegian law.
Delivery .................................... The Savings Bank expects that the New Equity Certificates will be delivered to
Trading in New Equity
the VPS accounts of the subscribers to whom they are allocated on or about 11
April 2012. The final deadline for registration of the capital increase pertaining
to the Employee Offering in the Norwegian Register of Business Enterprises,
and hence for the subsequent delivery of the New Equity Certificates, is,
pursuant to statutory law, three months from the expiry of the Subscription
Period (i.e., 26 June 2012).
The New Equity Certificates will be listed on the Oslo Stock Exchange as soon
Certificates ................................ as the equity certificate capital increase pertaining to the Rights Offering has
been registered in the Norwegian Register of Business Enterprises and the New
Equity Certificates have been registered in the VPS. This is expected to take
place on or about 11 April 2012. The listing of the New Equity Certificates on
the Oslo Stock Exchange is expected to take place on or about 12 April 2012.
See under “Lock-up” above for restrictions in trading in the New Equity
Certificates issued in the Employee Offering.
Ranking and dividends ................ The New Equity Certificates will rank pari passu in all respects with the Existing
Equity Certificates and will carry full equity certificate holder rights in the
Savings Bank from the time of registration of the capital increase pertaining to
the Employee Offering in the Norwegian Register of Business Enterprises. The
New Equity Certificates will be eligible for any dividends that the Savings Bank
may declare after said registration.
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SpareBank 1 SMN - Prospectus
Governing law and jurisdiction ..... This Prospectus, the Subscription Forms and the terms and conditions of the
Employee Offering shall be governed by and construed in accordance with, and
the New Equity Certificates will be issued pursuant to, Norwegian law. Any
dispute arising out of, or in connection with, this Prospectus, the Subscription
Forms or the Employee Offering shall be subject to the exclusive jurisdiction of
the courts of Norway, with Oslo as legal venue.
Use of proceeds .......................... The net proceeds of the Employee Offering are expected to be minimum NOK
26 and maximum NOK 59,999,992. The fees and expenses related to the
Employee Offering are considered insignificant. The net proceeds of the
Employee Offering shall be used to strengthening the Bank’s core (tier I)
capital.
1.6 Key Dates for the Employee Offering
The timetable set out below provides certain indicative key dates for the Employee Offering:
Subscription Period commences...............................................................12 March 2012
Subscription Period ends ........................................................................26 March 2012 at 17:30 hours (CET)
Allocation of the New Equity Certificates ...................................................On or about 30 March 2012
Distribution of allocation letters ...............................................................On or about 30 March 2012
Payment Date .......................................................................................3 April 2012
Approval from the FSAN, registration in the Norwegian Register of
Business Enterprises and delivery of the New Equity Certificates ................. On or about 11 April 2012
Listing and commencement of trading in the New Equity Certificates on
the
Oslo Stock Exchange ..............................................................................On or about 12 April 2012
1.7 Financial Information
The following tables include a summary of historical financial and other data for the Group on a
consolidated basis as of and for each of the three years ended 31 December 2011, 2010 and 2009.
The tables should be read in conjunction with the financial statements as incorporated by reference in
this Prospectus (see Section 24.10 ("Incorporation by Reference") and the other Sections of this
Prospectus, including 14 (“Selected Consolidated Financial and Other Data”) and 15 (“Operating and
Financial Review)”).
Selected Consolidated Income Statement Data
Amounts in NOK million
9
2011
(audited)
Year ended 31 December
2010
(audited)
2009
(audited)
Net interest income .......................................................................... 1,281 1,210 1,279
Net other operating income ............................................................... 919 855 756
Operating expenses .......................................................................... 1482 1,140 1,253
Net return on financial investments .................................................... 588 490 642
Write-downs on loans and guarantees ................................................. 27 132 277
Profit before income tax ................................................................ 1,279 1,282 1,147
Tax charge ...................................................................................... 255 260 210
Profit for the year .......................................................................... 1,024 1,022 937
Earnings per equity certificate (NOK) ................................................. 6,61 6,43 6,73

Selected Consolidated Balance Sheet Data
Amounts in NOK million
SpareBank 1 SMN - Prospectus
10
2011
(audited)
As of 31 December
2010
(audited)
2009
(audited)
Total assets ................................................................................................ 101,455 90,152 84,509
Lending to customers .................................................................................... 73,105 69,847 61,782
Deposits from customers ............................................................................... 47,871 42,786 37,227
Debt securities in issue ................................................................................. 28,148 27,941 23,358
Financial derivatives ..................................................................................... 3,158 1,684 712
Subordinated debt ........................................................................................ 2,690 2,758 3,875
Total Equity ................................................................................................ 8,348 7,846 6,183
Total Liabilities ............................................................................................. 93,107 90,152 78,326
Selected Consolidated Ratios and Key Figures
2011
(audited)
Year ended 31 December
2010
(audited)
2009
(audited)
Net other operating income, per cent of total income ............................ 32.97% 33.46% 28.2 %
Cost/income ratio (%) ...................................................................... 53.15% 44.64% 46.8 %
Return on equity, annualised (%) ....................................................... 12.8% 14,6% 16.2 %
Core capital ratio (%) ....................................................................... 10.4% 10.9% 10.5 %
Core capital at end of period (NOK million) .......................................... 7,868 7,283 6,730
Capital adequacy ratio (%) ................................................................ 12.0% 13.0% 13.6 %
Impairment losses ratio ................................................................ 0.03% 0.16% 0.31 %
Number of Equity Certificates at end of period (1,000) .......................... 94,930 94,905 69,434
1.8 Trend Information
A description of the trends in operations, management activities, costs and market activities
experienced by the Group since 31 December 2011, and a description of trends that are reasonably
likely to have a material effect on the Group’s prospects for 2012, is provided in Section 15.8
(“Recent Developments”).
1.9 Summary of Key Risk Factors
A number of risk factors may have a material adverse effect on the Group and on the trading value of
the Subscription Rights and/or the Equity Certificates. Below is a brief summary of the risk factors
described in Section 2 (“Risk Factors”). The Group has implemented risk management and internal
control procedures to manage and control the different risks to which it is exposed. Section 16 (“Risk
and Capital Management”) summarises important risk management procedures within the Group.
There can be no assurance that the risk management and internal control procedures implemented by
the Group are sufficient to manage all relevant risks.
Risk Factors relating to the Group and its Operations
• The Group’s business, earnings and results of operations are materially affected by
conditions in the global financial markets and by global economic conditions.
• The Group’s business, earnings and results of operations may be adversely affected by
deterioration in economic conditions in Norway.
• The Group is exposed to the risk of material deterioration in the quality of the Group`s
credit portfolio and corresponding loan losses
• The Group has significant exposure to the real estate market.

SpareBank 1 SMN - Prospectus
• The Savings Bank has over the last few years significantly increased its exposure to large
(greater than NOK 200 million) and high risk engagements.
• The Group is exposed to the risk of deterioration in credit quality of third parties whose
securities the Group holds.
• The Group’s business is exposed to risk related to interest rate margins.
• The Group is exposed to foreign exchange rate risk and the risk of devaluation or
depreciation of any of the currencies in which it operates.
• The Group’s holding of financial instruments is exposed to variations in market pricing.
• The Group is exposed to material risks related to its investments in insurance business.
• The Group is exposed to material risks related to the availability of funding.
• The costs and availability of funding are dependent on the Group’s credit rating.
• Negative risk migration in the Group’s credit portfolio could lead to an increase in the
Group’s risk-weighted assets.
• The Group may be subject to increased capital requirements or standards due to new
governmental or regulatory requirements and changes in perceived levels of adequate
capitalisation and changes in requirements and classifications when determining adequate
capitalisation.
• The Group is exposed to the risk that capital in the future may not be available on attractive
terms, or at all.
• The Group is exposed to systemic risk.
• Counterparty defaults could have a material adverse effect on the Group.
• The Group is exposed to failures or inadequacies in risk management and internal control
procedures.
• The IT and other systems on which the Group depends for its day-to-day operations may fail
for a variety of reasons that may be outside its control; the Group is subject to the risk of
infrastructure disruptions or other effects on such systems.
• The Group is exposed to the risk of not retaining existing employees or attracting new
employees.
• The Group is exposed to material risks as a result of its operation in competitive markets.
• The Group is exposed to risk in connection with strategic transactions.
• The Group is exposed to changes in banking, insurance and financial services legislation and
regulations.
• The Group is exposed to potentially significant litigation, claims and compliance risks.
• The Group is exposed to the risk of changes in tax and VAT legislation, the interpretation of
such legislation, as well as risks related to group VAT liability.
• The Group may be exposed to changes in accounting policies or accounting standards and
the interpretation of such policies and standards.
• Conflicts of interest, whether actual or perceived, may negatively impact the Group.
• The Group is exposed to risk in relation to its pension scheme.
• The Group is exposed to risk related to money laundering activities.
• Financial services operations involve inherent reputational risk.
• Risks related to dependency of the SpareBank 1 Alliance.
Risk Factors relating to the Rights Offering and the Equity Certificates
• Existing Equity Certificate Holders who do not participate in the Rights Offering may
experience significant dilution.
• An active trading market in Subscription Rights may not develop on the Oslo Stock
Exchange and/or the market value of the Subscription Rights may fluctuate.
• The sale of Subscription Rights on behalf of Existing Equity Certificate Holders who do not
take up their Subscription Rights may result in a reduction in the market price of the
11

SpareBank 1 SMN - Prospectus
Subscription Rights and the Equity Certificates and increased volatility in the Equity
Certificates.
• If the Rights Offering is withdrawn, the Subscription Rights will no longer be of value.
• Equity Certificate Holders outside of Norway are subject to exchange rate risk.
• The market value of the Equity Certificates may fluctuate.
• Dividends on the Equity Certificates may not be declared and the Savings Bank`s ability to
pay dividends is dependent on the availability of distributable reserves.
• Any future Equity Certificate issues may have a material adverse effect on the market price
of the Equity Certificates.
• Any future sales of Equity Certificates by major Equity Certificate Holders may have a
material adverse effect on the market price of the Equity Certificates.
• It may be difficult for investors outside of Norway to serve process on or enforce foreign
judgments against the Savings Bank or its directors and others in connection with the Rights
Offering.
1.10 Directors, Senior Management and Employees
As of the date of this Prospectus, the Board of Directors consists of Per Axel Koch (Chairman), Eli
Arnstad (Deputy Chairman), Bård Benum, Kjell Bjordal, Paul E. Hjelm-Hansen, Arnhild Holstad, Aud
Skrudland, Venche Johnsen (employee representative), Jan Gunnar Kvam (regularly attending 1 st
alternate employee representative), and Bente Karin Trana (regularly attending 1 st alternate
member).
As of the date of this Prospectus, the Group`s executive management (the “Group Management”)
consists of Finn Haugan (CEO), Tore Haarberg (Deputy CEO and Executive Director, Retail Market
Division), Vegard Helland (Executive Director, Corporate Market Division), Tina Steinsvik Sund
(Executive Director, Business Support and Business Development), Kjell Fordal (CFO), and Wenche
Margaretha Seljeseth (Executive Director, Marketing, Communications and Community).
As of 31 December 2011, the Group had approximately 1,150 employees.
1.11 Auditor and Advisers
The Savings Bank’s current statutory auditor is Deloitte AS. SpareBank 1 Markets is Global
Coordinator and Bookrunner for the Rights Offering, SpareBank 1 SMN Markets and Swedbank First
Securities are Joint Lead Managers. SIMONSEN Advokatfirma DA is acting as legal adviser to the
Savings Bank and to the Globale Coordinator and the Joint Lead Managers (as to Norwegian law).
1.12 Major Equity Certificate Holders
As of 5 March 2012, the Savings Bank had 9,528 Equity Certificate Holders registered in the VPS, of
which approximately 98% were Norwegian and approximately 2% were foreign. The Savings Bank’s
20 largest Equity Certificate Holders registered in the VPS as of 5 March 2012 are shown in the table
below: 1
#
Major Equity Certificate Holders
12
Number of Equity
Certificates
1 Reitangruppen AS 6,872,514 7.24 %
2 Odin Norge 2,650,758 2.79 %
3 Frank Mohn A/S 2,192,236 2.31 %
4 Odin Norden 2,145,049 2.26 %
1 VPS, SpareBank 1 SMN.
2 Percent of total number of Equity Certificates.
% 2

#
Major Equity Certificate Holders
SpareBank 1 SMN - Prospectus
13
Number of Equity
Certificates
5 Rasmussengruppen AS 2,130,000 2.24 %
6 Vind Lv AS 2,085,151 2.20 %
7 Deutsche Bank AG London 1,903,321 2.00 %
8 Aker ASA 1,500,966 1.58 %
9 MP Pensjon PK 1,442,774 1.52 %
10 The Resource Group Trg AS 1,360,000 1.43 %
11 Morgan Stanley & Co Llc 1,100,313 1.16 %
12 Stiftelsen Uni 1,054,552 1.11 %
13 I K Lykke AS 891,567 0.94 %
14 Tonsenhagen Forretningssentrum AS 865,013 0.91 %
15 Forsvarets Personellservice 788,092 0.83 %
16 The Northern Trust Co. 767,163 0.81 %
17 Klp Aksje Norden Vpf 744,475 0.78 %
18 Odin Europa SMB 633,251 0.67 %
19 Heglund Holding AS 629,357 0.66 %
20 Danske Invest norske aksjer inst 620,785 0.65 %
Total top 20 Equity Certificate Holders ......................................... 32,377,337 34.11 %
Others............................................................................................ 62,552,949 65.89 %
Total ............................................................................................. 94,930,286 100.00 %
1.13 Transactions with Related Parties
The Savings Bank has related party relationships with its subsidiaries and associated companies, with
the members of the Board of Directors, members of the Control Committee, members of the Group
Management and members of the Supervisory Board. Transactions with subsidiaries are eliminated on
a consolidated level and are not reported as related party transactions in the Group`s consolidated
financial statements. Please refer to Section 24.5 (“Related Party Transactions”) for details of the
Savings Bank`s related party transactions.
1.14 Research and Development, Patents and Licences
The Group is not dependent on any research or development or patents or licenses, other than the
licenses as described in Section 18 (“Regulatory Overview”).
1.15 Equity Certificates
As of the date of this Prospectus, the Savings Bank’s registered nominal Equity Certificate capital is
NOK 2,373,257,150 divided into 94,930,286 Equity Certificates, each with a nominal value of NOK
25. All the Equity Certificates are authorised, issued and fully paid. The Supervisory Board resolved
on 6 March 2012 under certain conditions to transfer NOK 474,651,430 from the nominal equity
certificates capital to the surplus fund by a reduction of the nominal value of each Equity Certificate
from NOK 25 to NOK 20. Such transfer and reduction of nominal value per equity certificate is
contingent upon approval by the FSAN and that the Rights Offering is completed with an increase of
the Savings Bank’s nominal equity certificates capital of at least the same amount as the transfer
from the nominal equity certificates capital to the surplus fund.
Following completion of the reduction in the Savings Bank’s nominal equity certificate capital as set
out in the Articles of Association, the Rights Offering and the Employee Offering, the nominal Equity
Certificate capital of the Savings Bank will be increased by minimum NOK 94,891,990 and maximum
NOK 141,045,810, divided into minimum 123,407,457 and maximum 125,715,148 Equity
Certificates, each with a nominal value of NOK 20.
% 2

1.16 Dilution
SpareBank 1 SMN - Prospectus
The Rights Offering and the Employee Offering (assuming that the Employee Offering is fully
subscribed) will result in an immediate dilution of approximately 24.5% for Existing Equity Certificate
Holders who do not participate in the Rights Offering. If Existing Equity Certificate Holders exercise
their subscription rights, the Rights Offering and the Employee Offering will result in an immediate
dilution of approximately 1.8% (assuming that the Employee Offering is fully subscribed).
1.17 Documents on Display
Copies of this Prospectus, the Savings Bank’s Memorandum of Association and historical financial
information for the last two years (2010 and 2011) for the Savings Bank’s subsidiaries will be
available for inspection at the Savings Bank’s registered office during normal business hours from
Monday to Friday each week (except public holidays) for a period of twelve months from the date of
this Prospectus.
An unofficial translation of the Savings Bank’s Articles of Association is attached to this Prospectus in
Annex 1. The Group’s consolidated audited financial statements for the years ended 31 December
2011, 2010 and 2009 are incorporated by reference in this Prospectus, see Section 24.10
("Incorporation by Reference") for further information.
14

2 RISK FACTORS
SpareBank 1 SMN - Prospectus
An investment in the Subscription Rights or the Equity Certificates involves risk. Prospective investors
should carefully consider the risks outlined in this Section, as well as the information contained
elsewhere in the Prospectus, before deciding whether or not to acquire Subscription Rights and/or
invest in the Equity Certificates. If any of the following risks were to materialise, this could have a
material adverse effect on Group and/or its business, financial condition, results of operations,
liquidity and/or prospects, the trading value of the Subscription Rights and/or the Equity Certificates
could decline, and investors may lose all or part of their investment. The order in which the risks are
presented does not necessarily reflect the likelihood of their occurrence or the magnitude of their
potential impact on the Group. The Savings Bank has statet all risk factors that are known at the date
of the Prospectus and can have an effect on the Group.
The Group has implemented risk management and internal control procedures to manage and control
the different risks to which it is exposed. Section 16 (“Risk and Capital Management”) summarises
important risk management procedures within the Group.
2.1 Risk Factors Relating to the Group and its Operations
2.1.1 The Group’s business, earnings and results of operations are materially affected by
conditions in the global financial markets and by global economic conditions.
The global capital and credit markets have been volatile since the second half of 2008. This volatility
caused a material adverse effect on the international banking sector’s performance and led to
unprecedented reduced liquidity and increased credit risk premiums for many market participants.
Many of the world’s largest commercial banks, investment banks and insurance companies have been
adversely affected by these developments. In addition, the material reduction in the availability of
financing, both for financial institutions and their customers, has compelled many financial institutions
to rely on central banks and governments to provide liquidity and, in some cases, additional capital
during this period. Regulatory changes and increased minimum Core Tier one requirements (9 %)
from EBA which have to be implemented by the end of June 2012 may cause European banks to
perform significant deleveraging to meet the new minimum requirements; this could have a material
adverse effect on market prices.
The Group has had ample access to domestic capital markets funding as well as international funding
through its covered bond company, but any recurrence or relapse of the type of volatility, disruption
or deterioration in the global macroeconomic environment, or a slow and drawn-out recovery from
the global financial crisis, may have a material adverse effect on the Group’s ability to access capital
and/or its business, results of operations and/or financial condition.
2.1.2 The Group’s business, earnings and results of operations may be adversely affected by a
deterioration in economic conditions in Norway.
A deterioration of macroeconomic conditions in Norway may have a material adverse effect on the
Group’s business, results of operations and financial condition. Specifically, if GDP does not grow at
expected level or if unemployment or inflation increases or asset values decrease, businesses and
consumers could be adversely affected. In addition to reducing demand for the Group’s products and
services, the quality of the Group’s credit portfolio could be adversely affected and the Group could
experience credit losses.
As of 31 December 2011, the Group’s lending in Norway accounted for 99% of the Group’s total
lending. In addition to the income of the mainland economy, a material portion of the business
activity in Norway is within, or derived from, the oil and gas industry. As a result, the Norwegian
15

SpareBank 1 SMN - Prospectus
economy will in the long term be influenced by developments in oil and gas prices. A sustained
material reduction in oil and gas prices would have an adverse effect on the Norwegian economy.
Further, the Group’s operations are highly concentrated to Mid-Norway. The regional economy in Mid-
Norway has a relatively small export sector, and has been protected by a large public sector.
Bankruptcy figures developed favourably compared to the country average. However, as the Group’s
operations are concentrated to a single region of Norway, the Savings Bank will be more vulnerable to
economic developments of that region (for example with respect to the real estate market) than a
bank with more geographically diversified operations. However, by adopting the Ålesund portfolio
from BN Bank, the Savings Bank has increased its exposure against the oil and offshore sector. This
sector is directly affected by the market regarding exploration and production of oil.
A deterioration in economic conditions in Norway, for example as a result of prolonged or renewed
turmoil in the global financial markets, a continuation of the global economic downturn or a material
and long-term reduction in the prices of oil and gas, will have a material adverse effect on the
Group`s business, financial condition, results of operations, liquidity and/or prospects.
2.1.3 The Group is exposed to the risk of material deterioration in the quality of its credit portfolio
and corresponding loan losses.
The Group is exposed to losses resulting from borrowers failing to repay their loans on schedule and,
to the extent borrowers do not repay their loans, the insufficiency of collateral securing payment of
such loans. The Group reviews and analyses its credit portfolio on a continuous basis and classifies all
clients according to their credit quality, and the estimated downturn value of any collateral. If there is
objective evidence that an impairment loss on loans has incurred, the Group recognises the loss in
profit or loss in accordance with IFRS. Calculations of impairment losses on loans are based on
information available, assumptions and estimates, and are, as such, subject to uncertainty.
A significant increase in loan losses in the real estate market highlighted below or in any other sector
to which the Group is exposed could have a material adverse effect on the Group’s financial condition,
liquidity and/or results of operations.
2.1.4 The Group has significant exposure to the real estate market.
The Group provides loans for the financing of real estate both in the retail and commercial markets.
Further, from time to time the Group engages in real estate projects both as lender and investor, and
the Group has made significant investments in the Group’s new headquarters in Trondheim, see
Section 12 (“Business Description of the Group”). Accordingly, a significant deterioration in the value
of real estate, whether as a result of developments in the broader economy, a reduction in the
availability of credit or otherwise, could have a material adverse effect on inter alia the quality of the
Group`s real estate loans and could reduce the value of the collateral for these loans significantly.
This could in turn lead to a material increase in losses recorded by the Group on its credit portfolio
within this sector.
2.1.5 The Group has over the last few years significantly increased its exposure to large (greater
than NOK 200 million) and high risk engagements.
As of 31 December 2011, the number of large engagements of the Group (i.e. engagements with
exposure greater than NOK 200 million) accounts for approximately 35% of the Savings Bank`s
corporate credit portfolio. The portion of high risk engagements was 3.3% as of 31 December 2011.
Until now, only a few of these engagements has resulted in considerable losses for the Savings Bank.
However, the Savings Bank`s concentration to large high risk exposures could lead to a material
increase in losses by the Group on its credit portfolio.
16

SpareBank 1 SMN - Prospectus
2.1.6 The Group is exposed to the risk of deterioration in credit quality of third parties whose
securities the Group holds.
The deterioration or perceived deterioration in the credit quality of third parties whose securities the
Group holds, for example as a result of significant increases in interest rates, could result in losses
and/or adversely affect the Group`s ability to rehypothecate or otherwise use those securities or
obligations for liquidity purposes. A significant downgrade in the credit ratings of the Group`s clients
could also have a negative impact on the Group`s income.
2.1.7 The Group’s business is exposed to risk related to interest rate margins.
The Group’s business is exposed to risk related to interest rate margins as changes in interest rate
spreads may materially affect the interest rate margin realised between lending and borrowing costs.
Changes in interest rate spreads may directly impact the Group to the extent they cause yields on
interest-earning assets, and rates paid on interest-bearing liabilities, to change disproportionately or
unexpectedly, or otherwise affect the Group`s funding costs. The Group`s main funding cost is
interest paid on customer deposits and money market funding, whereas the main interest income
comes from customer lending and interest bearing securities. When the timing of spread adjustments
does not match, e.g., an increased spread in the funding market is not possible to transfer to
customer lending, this can affect income adversely until the next spread adjustment. The Savings
Bank has the unilateral right to adjust rates with 6 weeks notice to its customers.
While the Group has implemented risk management procedures to mitigate and seek to control the
interest rate margin risk to which it is exposed, and while certain changes in interest rates may be
beneficial for the Group`s business if they reduce funding costs, it is difficult to accurately predict
changes in economic or financial market conditions and to predict the effects of such changes on the
Group`s business, financial condition, results of operations, liquidity and/or prospects.
2.1.8 The Group is exposed to foreign exchange rate risk and the risk of devaluation or
depreciation of any of the currencies in which it operates.
A portion of the Group`s assets and liabilities are denominated in currencies other than NOK. As of 31
December 2011, the Group`s total lending in foreign currencies was NOK 4.3 billion, with USD as the
main currency. A devaluation or depreciation of any such other currency in which the Group has
credit exposures, may result in losses for the Group. Conversely, a depreciation of NOK against other
currencies in which loans are made to customers would result in an increase in the Group`s credit
portfolio, which again would result in an increase in risk-weighted assets and have a negative impact
on capital ratios.
2.1.9 The Group’s holding of financial instruments is exposed to variations in market pricing.
The Group holds financial instruments both for customers and for its own account. The financial
instruments held include bonds, equity investments, investments in derivatives, relating to,
currencies and credit. The fair value of these instruments is dependent on the volatility and general
development of several variables, such as interest rates, foreign exchange rates, credit spreads and
equity prices. During periods of significant stress conditions, where steep declines in perceived or
actual asset values have been accompanied by a severe reduction in market liquidity such events
could affect the prices of bonds, equities and other securities held by the Group, resulting in lower
fees on mutual funds. Further recessionary trends may adversely affect the Group’s performance,
results of operations, prospects and/or overall financial condition.
In periods of economic turmoil of the last two years, the fair value of certain of the Group`s
exposures can be difficult to estimate. Valuations in future periods, reflecting then-prevailing market
conditions, may result in significant changes in the fair values of the Group`s exposure, even in
17

SpareBank 1 SMN - Prospectus
respect of exposures such as credit market exposures, for which the Group has previously recorded
valuation losses. In addition, the values of financial instruments are subject to uncertainty as they are
based on estimates, assumptions and available information. As a result, estimates of fair value may
differ materially both from estimates made by other financial institutions and from the values that
would have been used if a market for these assets had been readily available. Thus, the value
ultimately realised by the Group may be materially different from the current or estimated fair value.
Any such difference could have a material adverse effect on the financial condition and/or liquidity of
the Group.
The Savings Bank has entered into an agreement with SpareBank 1 Markets AS whereby the latter
will manage funds and certain financial instruments on behalf of the Savings Bank according to a
discretionary mandate. The agreement has been approved by the FSAN. The mandate is limited to
trading in bonds, certificates, options, forward contracts, foreign exchange (FX) swaps, forward rate
agreements (FRA), interest rate swaps and foreign exchange (FX) spot with addition of underwriting
of issues or offers to acquire financial instruments, cf. the Norwegian Securities Trading Act Section
2-1 first sub-section no. 6. The total investments under the discretionary mandate is limited upwards
to NOK 4 billion and with a maximum interest risk exposure equivalent to a sensitivity of NOK
400,000 per basis point (0.01%) change in general interest rates. In addition to being exposed to
market risk related to the financial instruments being traded under the discretionary mandate, the
Savings Bank will also be exposed to risk related to SpareBank 1 Markets AS’ management being in
compliance with the risk restrictions set out in the discretionary mandate.
To mitigate its exposure to the volatility in market pricing of certain of its assets, the Group uses fair
value hedging to manage interest rate risk on long-term borrowings and deposits in foreign
currencies. In dislocated markets, hedging and other risk management strategies have proven not to
be as effective as they are in normal market conditions due in part to the decreasing credit quality of
hedge counterparties, including credit derivative product companies.
2.1.10 The Group is exposed to risks related to real estate development projects
The Group is exposed to real estate development risks through participation in real estate
development companies and has related to such participation obligations to make capital
contributions in order to fund the capital requirement of the development companies.
2.1.11 The Group is exposed to material risks related to its investments in insurance business.
Through its ownership in SpareBank 1 Gruppen AS, the Savings Bank is exposed to significant risk
related to insurance and financial investments in general insurance, life insurance and pension
insurance.
Insurance risk is the risk of volatility in the amount and timing of claims caused by unexpected
changes in mortality, longevity and morbidity. Insurance risk for each insurance contract consists of
the probability that the insurance case occurs, and the uncertainty in the size of the payout. The
uncertainty of the insurance risk of a portfolio is influenced by many different factors, such as
legislative changes and court decisions that have particular significance for personal injuries. Mortality
risk is the risk of deviations in timing and amounts of cash flows (premiums and benefits) due to the
incidence or non-incidence of death. Longevity risk is the risk of such deviations due to increasing life
expectancy trends among policyholders and pensioners, resulting in payout ratios higher than those
for which the insurance Savings Bank originally accounted. Morbidity risk is the risk of deviations in
timing and amount of cash flows (such as claims) due to the incidence or non-incidence of disability
and sickness. A material change in relation to any of the insurance risks could materially and
adversely affect the Group`s business, financial condition, results of operations, liquidity and/or
prospects.
18

SpareBank 1 SMN - Prospectus
Investment risk is the risk that returns from investments are insufficient to meet obligations under
SpareBank 1 Livsforsikring and SpareBank 1 Skadeforsikring and their issued policies. If the return on
financial assets is not sufficient to meet the guaranteed rate of return specified in insurance policies
entered into by SpareBank 1 Livsforsikring, the shortfall will have to be covered by the securities
adjustment reserve, additional allocations, representing buffer capital built up from profits from
previous years, or equity.
2.1.12 The Group is exposed to material risks related to the availability of funding.
The Group is dependent on access to sufficient liquidity on acceptable terms in order to be able to
meet its obligations as they fall due. This liquidity risk is inherent in banking operations and can be
heightened by a number of enterprise-specific factors, including over-reliance on a particular source
of funding (including, for example, short-term and overnight funding), changes in credit ratings or
market-wide phenomena such as market dislocation and major disasters.
Furthermore, the Group is dependent on sufficient funding in order to carry out its lending business.
The Group`s funding requirements are, as for most savings banks, primarily covered through
customer deposits. As of 31 December 2011, 65% of the Group`s net lending was funded by
customer deposits. Deposits are subject to fluctuation due to certain factors outside the Group`s
control, such as loss of customer confidence and competitive pressures, and as a result, the Group
could experience a significant outflow of deposits within a short period of time. In addition, any
uncertainty regarding the Group`s financial position may lead to withdrawal of deposits, resulting in a
funding deficit for the Group. Changes or increasing uncertainty related to the current Norwegian
deposit guarantee scheme whereby depositors are reimbursed up to NOK 2 million per bank by the
Norwegian State in the event of a bank failure, may also lead to withdrawal of deposits. There is an
ongoing discussion between Norway and the European Union regarding the level of coverage due to
the fact that the deposit guarantee scheme in Norway has a higher coverage level than the level set
out in a European Union directive pertaining to deposit guarantee schemes.
There is a further risk that corporate and institutional counterparties may take measures to reduce
their credit exposures to banks, given current and recent risk aversion trends. In addition, the Group
is exposed to the risk of unavailability of short-term and overnight funding. If the Group`s access to
short-term or overnight funding is restricted or becomes available only at a high cost, it may
experience difficulty in meeting its obligations.
The Group`s ability to sell assets at a commercially desirable price or at all may be impaired if other
market participants are seeking to sell similar assets at the same time or are not in a position to
finance themselves, or when the market value of assets, including financial instruments underlying
derivative transactions to which the Group or one of its subsidiaries is a party, is difficult to ascertain,
as has occurred in the recent volatile market conditions. In addition, financial institutions with which
the Group interacts may exercise set-off rights or rights to require additional collateral. Any of these
or other events could impair the Group`s access to funding.
If the Group has difficulty in securing adequate sources of short- and long-term funding, this could
have a material adverse effect on its business, financial condition and/or results of operations.
2.1.13 The costs and availability of funding are dependent on the Group`s credit rating.
The Group’s credit ratings are important to its business. As of 31 December 2011, SpareBank 1 SMN
has been rated A1 (long term deposit) by Moody’s Investor Service (Moody’s) and A- (long term
issuer default rating) by Fitch. Both Moody’s Investor Service and Fitch are established in the
European Union and are registered in accordance with Regulation (EC) No 1060/2009. There can be
no assurance that the rating agencies will not downgrade the ratings of SpareBank 1 SMN or the
19

SpareBank 1 SMN - Prospectus
ratings of SpareBank 1 SMN’s debt instruments either as a result of the Group’s financial position or
changes to applicable rating methodologies used by Moody’s. Any reduction in SpareBank 1 SMN’s
credit ratings or the ratings of its debt instruments could adversely affect its liquidity and competitive
position, undermine confidence in the Group, increase its borrowing costs, limit its access to the
capital markets, or limit the range of counterparties willing to enter into transactions with the Group.
Such development could have a material adverse effect on the Group`s business, financial situation,
results of operations, liquidity and/or prospects.
2.1.14 Negative risk migration in the Group’s credit portfolio could lead to an increase in the
Group’s risk-weighted assets.
The capital level and capital adequacy ratios of the Group are calculated as a percentage of risk-
weighted assets, in accordance with regulatory requirements. The Group`s risk-weighted assets
consist of on- and off-balance sheet items, market risk and operational risk, the largest of these
components being loans and other credit assets held on the balance sheet. The Group`s total risk-
weighted assets were NOK 75,337 million as of 31 December 2011 compared to NOK 66,687 million
as of 31 December 2010. All components are weighted according to regulatory standards.
Specifically, the Group has implemented the internal ratings-based (“IRB”) approach for calculating
the risk-weighted assets under Basel II for the majority of its portfolios of Corporate, SME and retail
exposures. Under this approach, risk associated with assets on the Group`s balance sheet increases
in relation to negative developments in the credit quality of the Group`s credit portfolio.
Consequently, the Group’s risk-weighted assets could increase even in the absence of additional
lending to customers. Further, negative developments in certain market conditions such as increased
volatility, widening spreads, value of assets used as collateral, increased interest rates and foreign
exchange rates could lead to an increase in risk-weighted assets. Any of the above-mentioned
conditions could lead to a reduction in the Group’s capital adequacy ratios and have a material
adverse effect on the Group`s business, financial situation, liquidity and/or results of operations.
2.1.15 The Group may be subject to increased capital requirements or standards due to new
governmental or regulatory requirements and changes in perceived levels of adequate
capitalisation and changes in requirements and classifications when determining adequate
capitalisation.
As a result of the global financial market turbulence there has been significant international focus on
the need to address certain issues which have been identified at key contributors to the crisis in the
Financial industry. These changes have resulted in several changes. The coming regulations are
commonly termed Basel III, and include new liquidity standard, increased capital levels and
countercyclical measures to counter excessive credit growth. Allthough the aim of the regulatory
changes has been to ensure one common rule book, different interpretations by the respective
national supervisors may cause Norwegian banks to have a competitive disadvantage in the future,
causing higher capital requirement than for comparable Nordic banks. Increased capital requirements
above the new requirements for the EBA may also arise due to market perception of adequate
capitalisation levels and perceptions of the agencies rating the Group`s debt.
Any additional funds obtained through equity certificate capital increases may dilute the ownership
percentage and economic interest held by its Equity Certificate Holders at the time. If the Group is
unable to increase its capital ratios sufficiently, its credit ratings may drop, its cost of funding may
increase, and the price of the Equity Certificates may decline significantly.
2.1.16 The Group is exposed to the risk that capital in the future may not be available on attractive
terms, or at all.
It cannot be ruled out that the Group may need to obtain additional capital in the future, e.g. due to
higher than expected increases in losses in its operations or declines in asset quality, negative credit
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risk migration, other factors affecting its capital adequacy and/or stricter capital adequacy
requirements. Such capital, whether in the form of debt financing, hybrid capital or additional equity,
may not be available on attractive terms, or at all. Further, any such development may expose the
Group to additional costs and liabilities, require it to change the manner in which it conducts its
business, and hereunder reduce the leverage of certain activities, or otherwise have a material
negative impact on its business, the products and services it offers, the value of its assets and/or the
market price of the Equity Certificates.
2.1.17 The Group is exposed to systemic risk.
Given the high level of interdependence between financial institutions, the Group is and will continue
to be subject to the risk of deterioration of the commercial and financial soundness, or perceived
soundness, of other financial institutions. Within the financial services industry, the default of any one
institution could lead to defaults by other institutions. Concerns about, or a default by, one institution
could lead to significant liquidity problems, losses or defaults by other institutions, because the
commercial and financial soundness of many financial institutions may be closely related as a result of
their credit, trading, clearing or other relationships. Even the perceived lack of creditworthiness of, or
questions about, a counterparty may lead to market-wide liquidity problems and losses or defaults by
the Group or by other institutions. This risk is sometimes referred to as “systemic risk” and may
adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities
firms and exchanges with whom certain of the Group`s subsidiaries interact on a daily basis.
Systemic risk could have a material adverse effect on the Group`s ability to raise new funding and on
its business, financial condition, results of operations, liquidity and/or prospects.
2.1.18 Counterparty defaults could have a material adverse effect on the Group.
The Group routinely executes a high volume of transactions with counterparties in the financial
services industry, resulting in large daily settlement amounts and significant credit exposure. Many of
these transactions expose the Group to the risk of contractual default by the counterparty. Due to
recent volatility in foreign exchange and fixed income markets combined with the deterioration of
economic conditions, this risk has increased. If the Group’s counterparties fail or are otherwise unable
to meet their obligations towards the Group, the Group’s financial condition could be materially
adversely affected.
2.1.19 The Group is exposed to failures or inadequacies in risk management and internal control
procedures.
The Group depends on a substantial number of operations every day in every entity in a number of
different markets and geographies. The success of the Group depends on its ability to handle these
operations efficiently across the different entities, and report these operations accurately. The Group
is exposed to operational risks such as failure or inadequacies in internal processes and systems
(including, but not limited to, financial reporting and risk monitoring processes), IT infrastructure,
equipment, documentation of transactions or agreements with third parties, failure to protect material
and immaterial assets and employee errors. Further, the Group may fail to obtain or maintain proper
authorisations, or comply with regulatory requirements (including, but not limited to, data protection
and anti-money laundering regulations) and local legislation for the markets in which it operates. The
Group is also exposed to operational risks due to customer complaints and failure in external
systems. In addition, many financial institutions, including the Group, may be negatively impacted by
fraudulent acts or violations of internal instructions committed by their own employees. The Group
cannot predict whether such instances of internal fraud will occur or, if they were to occur, the extent
to which these acts would negatively impact it.
There can be no assurance that the risk controls, loss mitigation and other internal controls or actions
in place across the Group will be effective in managing each of the operational risks faced by it. Some
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of the risk mitigating measures used by the Group are based on historical information. Future
development may significantly differ from observed historical development, there is a risk that such
measures are inadequate in predicting future risk exposure. Furthermore, risk management methods
may rely on estimates, assumptions and available information that may be incorrect or outdated. If
the risk management is insufficient or inadequate, this could have a material adverse effect on the
Group.
Should any of the operational risks mentioned above materialise, this could lead to both reputational
and financial damage, and could have a material adverse effect on the Group`s business, financial
situation, liquidity and/or results of operations.
2.1.20 The IT and other systems on which the Group depends for its day-to-day operations may fail
for a variety of reasons that may be outside its control; the Group is subject to the risk of
infrastructure disruptions or other effects on such systems.
The Group`s operations are highly dependent on its ability to process and monitor, on a daily basis, a
large number of transactions. The Group’s financial, accounting, data processing or other operating
systems and facilities may fail to operate properly or may become disabled due to, for example, an
increase in transaction volume, which may have an adverse effect on the Group’s ability to process
transactions or provide services. In addition, other factors which could cause the Group`s operating
systems to fail or not operate properly include a deterioration in the quality of IT development,
support and operations processes and, in particular, high turnover of employees, resulting in an
inadequate number of personnel to handle the growth and increasing complexity of operations.
Despite the Group’s significant expenditures on existing and new IT systems, there can be no
assurance that these expenditures will be sufficient or that IT systems will function and/or be
implemented as planned. Any disruption to IT or other systems used by the Group, including systems
owned by contract parties, may have a material adverse effect on the Group’s business, financial
condition, results of operations and/or prospects.
Despite the contingency plans and facilities the Group has in place, its ability to conduct business may
be adversely impacted by a disruption in the infrastructure that supports the businesses and the
countries in which it is located. This may include a disruption involving electrical, communications,
transportation or other services used by the Group or third parties with whom it conducts business, or
a catastrophic event involving any location where the Group has a significant operational base.
The Group`s operations rely on the secure processing, storage and transmission of confidential and
other information in its computer systems and networks. The computer systems, software and
networks used by the Group may be vulnerable to unauthorised access, computer viruses or other
malicious code and other external attacks or internal breaches that could have a security impact. If
one or more of such events occur, any one of them potentially could jeopardise the confidential and
other information of the Group, its clients or its counterparts. The Group may be required to spend
significant additional resources to modify its protective measures or to investigate and remediate
vulnerabilities or other exposures. It may also be subject to litigation and financial losses as well as
reputation risks that are either not insured against or not fully covered through any insurance
maintained by the Group.
2.1.21 The Group is exposed to the risk of not retaining existing employees or attracting new
employees.
The Group`s strategy depends on the collective efforts of its highly trained employees on all levels.
Competition for the best employees from within the financial sector, and from businesses outside the
financial services industry, is intense. If the Group is not able to retain and attract sufficient personnel
with the appropriate qualifications, this could have a material adverse effect on the business of the
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SpareBank 1 SMN - Prospectus
Group. Furthermore, loss of key personnel and management could have a material adverse effect on
the continued success of the Group`s business, strategy, financial situation and/or results of
operations.
2.1.22 The Group is exposed to material risks as a result of its operation in competitive markets.
The Group is subject to significant competition within all of its business areas. Competition may
increase in some or all of the Group`s markets as a result of legislative, regulatory, technological or
other factors. Increased competition could cause the Group to lose business or to price products and
services on less advantageous terms, or otherwise have an adverse effect on its business, financial
condition, results of operations and prospects. There is also a risk of further consolidation in the
markets in which the Group operates, which could lead to increased competition. Although the Group
is the fourth 3 largest financial institution in Norway and has significant market shares in the markets
in which it operates, no assurance can be given that these market positions will be maintained in the
event such consolidation occurs. These and other changes in the competitive landscape could
adversely affect the Group`s business, financial condition, results of operations, liquidity, markets
and/or prospects.
2.1.23 The Group is exposed to risks in connection with strategic transactions.
The Group will from time to time choose to pursue strategic transactions (including, but not limited
to, acquisitions, divestments and joint ventures) to either strengthen operations within or withdraw
from a business segment or geographical area, and is exposed to risks in relation to such
transactions. There is no guarantee that the Group will be able to complete the integration of
acquired businesses or entities, complete divestments or enter into joint ventures as intended or
successfully identify all potential liabilities connected to entering into such transactions. Any such
event may have a material adverse effect on the Group’s business, financial situation, liquidity and/or
results of operations.
2.1.24 The Group is exposed to changes in banking, insurance and financial services legislation and
regulations.
The FSAN is the main regulator of the Group`s operations. Further, the laws, regulations,
administrative actions and policies in the jurisdiction in which the Group operates are subject to
change, and the Group may from time to time incur significant costs in order to comply with them.
Areas where changes or developments in regulation and/or oversight could have a material adverse
impact include, but are not limited to (i) changes in monetary, interest rate and other policies, (ii)
general changes in government and regulatory policies or regimes which may significantly influence
investor decisions or increase the costs of doing business, (iii) changes in competition and pricing
environments, (iv) differentiation among financial institutions by governments with respect to the
extension of guarantees to bank customer deposits and the terms attaching to such guarantees, (v)
further developments in the financial reporting environment, (vi) changes in regulations affecting the
Group`s current structure of operations, Financial regulators responding to the current financial crisis
or a future crisis or other concerns, may adopt new or additional regulations, imposing for example
substantial restrictions or limitations on banks’ operations, including, but not limited to, higher capital
requirements, heightened disclosure standards and restrictions on certain types of transaction
structures. The Group expects to face greater regulation in the jurisdiction in which it operates.
3 Measured in total assets among Norwegian financial institutions with head office in Norway, including loan portfolio transferred to
SpareBank 1 Boligkreditt AS.
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2.1.25 The Group is exposed to potentially significant litigation, claims and compliance risks.
The Group operates in a legal and regulatory environment that exposes it to potentially significant
litigation and regulatory risks. As a result, the Group currently is, and may in the future become,
involved in various disputes and legal, administrative and governmental proceedings in Norway and
other jurisdictions that potentially could expose the Group to significant losses and liabilities. Claims,
disputes and legal proceedings are subject to many uncertainties, and their outcomes are often
difficult to predict, particularly in the earlier stages of a case or an investigation.
Adverse regulatory action or adverse judgments in litigation could result in sanctions of various types
for the Group, including, but not limited to, the payment of fines, damages or other amounts and the
invalidation of contracts, or in restrictions or limitations on the Group’s operations, any of which could
have a material adverse effect on the Group’s or any of its subsidiaries’ reputation or financial
condition. Proceedings relating to the Group`s regulated businesses may expose it to increased
regulatory scrutiny and oblige it to accept constraints that involve additional costs or otherwise put it
at a competitive disadvantage.
Even if the Group believes it has appropriately provided for the possible financial effects of claims,
litigation and other proceedings, the outcome of any such claim, litigation or proceeding may differ
from management expectations and expose the Group to unexpected costs and losses, reputational
and other non-financial consequences and diversion of management attention. All of the above-
mentioned factors and any other restrictions and limitations on the operations of financial institutions
could have a material adverse effect on the Group`s business, financial condition, results of
operations, liquidity and/or prospects.
2.1.26 The Group is exposed to the risk of changes in tax and VAT legislation, the interpretation of
such legislation, as well as risks related to group VAT liability.
Future actions by the Norwegian government to increase tax or VAT rates or to impose additional
taxes or duties would reduce the Group`s profitability. Revisions of tax or VAT legislation or changes
in its interpretation as well as differences in opinion between the Group and tax authorities with
respect to interpretation of relevant legislation might also affect the Group`s financial condition in the
future.
Such changes could have a material adverse effect on the Group’s business, financial situation,
results of operations, liquidity and/or prospects. Further, there can be no assurance that any such
change in tax and VAT legislation or the interpretation of tax and VAT legislation may not have a
retroactive effect on the Group’s business, financial situation, results of operations, liquidity and/or
prospects.
The Group is a member of a VAT group which includes more than 70 members within the SpareBank
1 Alliance. The VAT group members have joint and several liability for errors in VAT handling by other
members of the VAT group.
2.1.27 The Group may be exposed to changes in accounting policies or accounting standards and
the interpretation of such policies and standards.
From time to time, the International Accounting Standards Board (the “IASB”) changes the financial
accounting and reporting standards that govern the preparation of the Group`s financial statements.
Further, changes may take place in the interpretation of, or differences of opinion may arise between
the Group and competent authorities with regard to the application of, such standards. These changes
can be difficult to predict and can materially impact how the Group records and reports its financial
condition and results of operations. In some cases, the Group may be required to apply a new or
revised standard, or alter the application of an existing standard, retroactively, rendering a
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SpareBank 1 SMN - Prospectus
restatement of prior period financial statements necessary. Any such change in the Group’s
accounting policies or applicable accounting standards could materially affect its reported financial
condition and/or results of operations.
2.1.28 Conflicts of interest, whether actual or perceived, may negatively impact the Group.
As the Group expands the scope of its business and its client base, it increasingly has to implement
policies on corporate governance on a group-wide level and address potential conflicts of interest,
including situations where the Group’s services to a particular client or its own proprietary
investments or other interests conflict, or are perceived to conflict, with the interests of another
client, as well as situations where one or more of the Group`s entities have access to material non-
public information that may not be shared with other entities within the Group. Appropriately
identifying and dealing with conflicts of interest is complex, in part because internal breaches of policy
can be difficult to discover. The Group`s reputation may be damaged, and the willingness of clients to
enter into transactions in which such a conflict might arise may be affected, if the Group fails, or
appears to fail, to identify and deal appropriately with conflicts of interest.
2.1.29 The Group is exposed to risk in relation to its pension scheme.
The Group closed its Defined Benefit Pension Scheme for new entrants on 31 December 2008 and has
changed to a Defined Contribution Scheme. Pension benefits include retirement pensions, disability
pensions and pensions for dependent children, which supplement benefits from the National
Insurance Scheme. The scheme is long term in nature and it takes 30 years of pensionable service to
reach full pension entitlements. The Defined Benefit Pension Scheme is based on assumptions,
including expected return, expected rise in pensions and discount rates. If the value of the liabilities
proves greater than anticipated, or the value of the assets proves lower than anticipated, thus leaving
a value gap, the Group will be obliged, or may choose, to make provisions for its pension schemes.
Such provisions could be significant and have a material adverse effect on the Group`s financial
situation and/or results of operations.
2.1.30 The Group is exposed to risk related to money laundering activities.
In general, the risk that banks will be subjected to or used for money laundering has increased
worldwide. The turnover of employees can create challenges in consistently implementing related
policies and technology systems. The risk of future incidents in relation to money laundering always
exists for financial institutions. Any violation of anti-money laundering rules, or even the suggestion
of violations, may have severe legal and reputational consequences for the Group and may, as a
result, adversely affect the Group`s business and/or prospects.
2.1.31 Financial services operations involve inherent reputational risk.
The Group`s reputation is one of its most important assets. Reputational risk, including the risk to
earnings and capital from negative public opinion, is inherent in the financial services business.
Negative public opinion can result from any number of causes, including misconduct by employees,
the activities of business partners over which the Group has limited or no control, severe or prolonged
financial losses, uncertainty about the Group’s financial soundness or reliability or the Group’s
conduct of its business. Negative public opinion may adversely affect the Group`s ability to keep and
attract customers, depositors and investors, as well as its relationships with regulators and the
general public. The Group cannot ensure that it will be successful in avoiding damage to its business
from reputational risk. Negative public opinion relating to SpareBank 1 Alliance is also representing a
reputational risk for the Group.
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SpareBank 1 SMN - Prospectus
2.1.32 Risks related to dependency of the SpareBank 1 Alliance.
A substantial part of the Groups business is tied to the SpareBank 1 Alliance, either through its brand
(for instance, major brands used by the SpareBank 1 Alliance and participating banks, such as the
trademark “SpareBank 1” and associated trademarks, are currently owned by SpareBank 1 Utvikling
DA, a subsidiary of SpareBank 1 Gruppen AS, and licensed to the members of the Alliance) or through
jointly owned operating entities (such as SpareBank 1 Boligkreditt AS, SpareBank 1 Næringskreditt
AS and SpareBank 1 Gruppen AS). The success of the Savings Bank is thus dependent on a good
cooperation between the partners in the SpareBank 1 Alliance. Dissolution of the alliance in whole or
in part may have a material adverse effect on the Group`s business, financial situation, liquidity
and/or results of operations.
2.2 Risk Factors Relating to the Rights Offering and the Equity Certificates
2.2.1 Existing Equity Certificate Holders who do not participate in the Rights Offering may
experience significant dilution in their Equity Certificate.
Subscription Rights that are not exercised by the end of the Subscription Period will automatically
expire without compensation to the holder. To the extent that an Existing Equity Certificate Holder
does not exercise its Subscription Rights prior to the expiry of the Subscription Period, whether by
choice or due to a failure to comply with procedures set forth herein, or to the extent that an Existing
Equity Certificate Holder is not permitted to subscribe for New Equity Certificates as further described
in Section 23 (“Restrictions on Sale and Transfer”), such Existing Equity Certificate Holders’
proportionate ownership and voting interests in the Savings Bank after the completion of the Rights
Offering will be diluted. Dilution of ownership and voting interest in the Savings Bank may have a
negative effect on the market value of the Equity Certificates. Even if an Existing Equity Certificate
Holder elects to sell its unexercised Subscription Rights, or such Subscription Rights are sold on its
behalf, the consideration it receives on the trading market for the Subscription Rights may not reflect
the immediate dilution in its holding of Equity Certificates as a result of the completion of the Rights
Offering.
2.2.2 An active trading market in Subscription Rights may not develop on the Oslo Stock
Exchange and/or the market value of the Subscription Rights may fluctuate.
An active trading market in the Subscription Rights may not develop on the Oslo Stock Exchange. In
addition, because the trading price of the Subscription Rights depends on the trading price of the
Equity Certificates, the price of the Subscription Rights may be volatile and subject to the same risks
as described for the Equity Certificates in the below risk factors. The volatility of the Equity
Certificates may also have an effect on the volatility of the Subscription Rights.
2.2.3 The sale of Subscription Rights on behalf of Existing Equity Certificate Holders who do not
take up their Subscription Rights may result in a reduction in the market price of the
Subscription Rights and the Equity Certificates and increased volatility in the Equity
Certificates.
Certain Existing Equity Certificate Holders will be unable to take up and exercise their Subscription
Rights as a matter of applicable law. The Subscription Rights of such Existing Equity Certificate
Holders, with the exception of Subscription Rights held through financial intermediaries, will, to the
extent possible, be sold on their behalf in the market by SpareBank 1 Markets, SpareBank 1 SMN
Markets or Swedbank First Securities pursuant to instructions from the Savings Bank, but no
assurance can be given as to whether such sales may actually take place or as to the price that may
be achieved. Other Existing Equity Certificate Holders may also choose not to exercise their
Subscription Rights and therefore sell them in the market. The sale of Subscription Rights by or on
behalf of Existing Equity Certificate Holders could cause significant downward pressure on, and may
result in a substantial reduction in, the price of the Subscription Rights and the Equity Certificates.
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SpareBank 1 SMN - Prospectus
2.2.4 If the Rights Offering is withdrawn, the Subscription Rights will no longer be of value.
The Rights Offering will be withdrawn if the FSAN does not approve the increase in the Savings
Bank`s equity certificate capital required for the Rights Offering and the corresponding amendments
to the Savings Bank`s Articles of Association. The Rights Offering may also be withdrawn if the
conditions for the Underwriting Agreement or the Equity Certificate Holder Commitments are not met
or waived or if the Underwriting Agreement or the Equity Certificate Holder Commitments are
terminated for any reason. Please refer to Section 9.19 (“The Underwriting”) for a description of the
Underwriting Agreement and the Equity Certificate Holder Commitments.
If the Rights Offering is withdrawn, all Subscription Rights will lapse without value, subscriptions for,
and allocations of, New Equity Certificates that have been made will be disregarded and any
subscription payments made will be returned without interest or any other compensation. The lapsing
of Subscription Rights would be without prejudice to the validity of any trades in Subscription Rights,
and investors would not receive any refund or compensation with respect to Subscription Rights
purchased in the market.
2.2.5 Equity Certificate Holders outside of Norway are subject to exchange rate risk.
The Subscription Rights and the New Equity Certificates are priced in NOK, and any future payments
of dividends on the New Equity Certificates will be denominated in NOK. Accordingly, investors
outside of Norway are subject to adverse movements in NOK against their local currency as the
foreign currency equivalent of any dividends paid on the New Equity Certificates or received in
connection with any sale of the New Equity Certificates could be adversely affected.
2.2.6 The market value of the Equity Certificates may fluctuate.
The market value of the Equity Certificates may fluctuate. A number of factors outside of the Group`s
control may have an impact on its performance and the price of the Equity Certificates. Such factors
include, but are not limited to, the operating performance and equity certificate price performance of
other companies in the industry and markets in which the Group operates, speculation about the
Group`s business in the press, media or investment community, changes to the Group`s profit
estimates, the publication of research reports by analysts and general market conditions.
2.2.7 Dividends on the Equity Certificates may not be declared and the Savings Bank’s ability to
pay dividends is dependent on the availability of distributable reserves.
The Supervisory Board of the Savings Bank determines, following proposal by the Board of Directors,
the percentage portion of the profits of the Savings Bank that shall be distributed as dividends. As a
general rule, the Supervisory Board may not declare higher dividends than the Board of Directors has
proposed or approved. If, for any reason, the Supervisory Board does not declare dividends, the
Equity Certificate Holders will have no claim in respect of such non-payment, and the Savings Bank
will have no obligation to pay any dividend in respect of the relevant period. The level of dividend
payments or the absence of dividend payments may have a negative effect on the market value of
the Equity Certificates.
The annual profits of the Savings Bank is allocated amongst the owners of the Equity Certificates (i.e.
to class I capital – consisting of the nominal Equity Certificate capital, the premium reserve and the
equalisation fund) and the institution itself (i.e. to class II capital – consisting of the compensation
fund, the primary capital fund (the Savings Banks reserve) and the donation fund), in accordance
with the relative economic interest in the Savings Bank attributable to the Equity Certificate Holders
(see Section Section 19.11 (“Capital Structure and Ranking of the Equity Certificates”) and 19.12
(“Equity Certificate Ratio and Regulation of Dividends”)). The relative economic interest of the Equity
Certificate Holders in the Savings Bank is expressed by the Equity Certificate ratio, which as of any
27

SpareBank 1 SMN - Prospectus
date will be the ratio between (i) the Savings Bank`s class I capital and (ii) the sum of its class I
capital and its class II capital, in each case as shown in the most recent unconsolidated audited
financial statements of the Savings Bank. Dividend funds allocated to the class I capital is to be paid
to the owners of the Equity Certificates, and the remainder of the profit for the year allocated to the
class I capital is to be added to the equalisation fund or other Equity Certificate equity.
Dividends may only be declared to the extent such distribution is in accordance with good and
prudent business practice and with due regard for any losses that may have occurred after the closing
of the financial year or which may be expected to occur.
The FSAN may, according to the Financial Institutions Act, require that the annual profits of the
Savings Bank in full or in part is retained by the Savings Bank and not distributed in order to
strengthen the banks solidity, and the Savings Bank may not under any circumstances distribute
dividends and charity gifts amounting to more than 60% of the annual profits without approval by the
FSAN. Further, the Savings Bank cannot distribute dividends which would lead to the Group being in
breach of applicable capital adequacy requirements. In practice, concerns from investors and rating
agencies with respect to the Savings Bank may also limit dividend payments. As the ability of the
Savings Bank to pay dividends is dependent on the availability of distributable reserves, it is, among
other things, dependent upon receipt by the Savings Bank of dividends and other distributions of
value from its subsidiaries and companies in which it has invested.
The Savings Bank introduced in 2007 IFRS in the Savings Bank`s and consolidated financial
statements. In the Savings Bank`s accounts, investments in affiliates and subsidiaries are recorded
using the cost method, which involves revenue recognition of dividends in the accounts. In the
consolidated financial statements made full consolidation of subsidiaries, where the share of income
from associates and joint ventures are recorded as income. Dividends are therefore not included in
the consolidated results.
2.2.8 Any future Equity Certificate issues may have a material adverse effect on the market price
of the Equity Certificates.
The Savings Bank has no current plans for a subsequent offering of Equity Certificates with exception
of the contemplated private placement of up to NOK 200 million directed primarily toward the Savings
Bank Foundation. According to the authorisation granted by the Supervisory Board to the Board of
Directors pertaining to increase of the nominal Equity Certificate capital of the Savings Bank, such
private placement shall be carried out on market terms and with a minimum subscription price of
NOK 20 and maximum NOK 50. However, it is possible that the Savings Bank may decide to offer
additional Equity Certificates in the future in order to strengthen its capital base or for other reasons.
Any additional offering of Equity Certificates may be made at a discount to the prevailing market price
and could have a material adverse effect on the market price of the outstanding Equity Certificates.
2.2.9 Any future sales of Equity Certificates by major Equity Certificate Holders may have a
material adverse effect on the market price of the Equity Certificates.
A significant sale of Equity Certificates by any of the Savings Bank’s major Equity Certificate Holders
or a sale of any New Equity Certificates by the Underwriters following the Rights Offering may be
made at a discount to the prevailing market price and could have a material adverse effect on the
market price of the outstanding Equity Certificates.
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SpareBank 1 SMN - Prospectus
2.2.10 It may be difficult for investors outside of Norway to serve process on or enforce foreign
judgments against the Savings Bank or its directors and others in connection with the Rights
Offering.
The Savings Bank is incorporated in Norway. All the members of the Board of Directors and the
officers of the Savings Bank are residents of Norway. As a result it may be difficult for investors
outside of Norway to serve process on or enforce foreign judgements or arbitral awards against the
Savings Bank or its directors or officers in connection with the Rights Offering or otherwise.
29

3 NORWEGIAN SUMMARY
SpareBank 1 SMN - Prospectus
This Norwegian summary has been prepared for the Norwegian securities market and Eligible
Employees in connection with the Rights Offering and the Employee Offering. The information
provided in this Section is a summary of information provided in the rest of the Prospectus, and does
not contain any additional information. The information is thus only provided in the Norwegian
language.
Dette norske sammendraget er utarbeidet for det norske verdipapirmarkedet og for Kvalifiserte
Ansatte i forbindelse med Fortrinnsrettsemisjonen og Ansatteemisjonen i SpareBank 1 SMN.
Sammendraget utgjør en del av det engelskspråklige Prospektet. Investeringsgrunnlaget for det
norske verdipapirmarkedet og Kvalifiserte Ansatte består således ikke kun av sammendraget på
norsk, men av hele Prospektet. Investorer oppfordres til å lese hele Prospektet nøye før en
investeringsbeslutning eventuelt treffes. Teksten i de øvrige delene av Prospektet går foran det
norske sammendraget i tilfelle motstrid. I dette norske sammendraget skal definerte ord og uttrykk
(angitt med stor forbokstav) som er oversatt til norsk forstås i samsvar med tilsvarende
engelskspråklige ord eller uttrykk slik disse er definert i det engelskspråklige Prospektet. Noen
eksempler på slike engelskspråklige motstykker til definerte ord og uttrykk som er oversatt til norsk
er som følger: Med ”Prospektet” forstås ”Prospectus”; med ”Fortrinnsrettsemisjonen” forstår ”Rights
Offering”; med ”Ansatteemisjonen” forstås ”Employee Offering”; med ”Nye Egenkapitalbevis” forstås
”New Equity Certificates”; med ”Skjæringsdatoen” forstås ”Cut-Off Date”; med ”Utskriftsdatoen”
forstås ”Record Date”; med ”Kvalifiserte Ansatte” forstås ”Eligible Employees”.
Dette norske sammendraget inneholder en oversettelse av kapittel 1 ”Summary” i Prospektet. I
tillegg er kapittel 9 “The Rights Offering” og kapittel 10 ”The Employee Offering” i Prospektet, som
inneholder en nærmere redegjørelse for henholdsvis Fortrinnsrettsemisjonen og Ansatteemisjonen,
oversatt i sin helhet i kapittel 4 nedenfor.
Prospektet er forelagt Finanstilsynet for kontroll i henhold til verdipapirhandelloven § 7-8.
Enhver ny vesentlig omstendighet og enhver vesentlig unøyaktighet i Prospektet som kan få
betydning for vurderingen av Egenkapitalbevisene, og som oppstår eller oppdages mellom tidspunket
for offentliggjøring av Prospektet og det tidspunkt de nye egenkapitalbevisene utstedt i forbindelse
med Fortrinnsretteemisjonen og Ansatteemisjonen tas opp til notering, vil fremgå av et eventuelt
tillegg til Prospektet i samsvar med verdipapirhandelloven § 7-15.
Prospektet, samt dokumenter som det henvises til i Prospektet og som ikke er underlagt
konfidensialitet, kan fås ved henvendelse til Sparebanken.
3.1 Sammendrag
Dette sammendraget må leses som en innledning til den øvrige teksten i dette Prospektet. Alle
investeringsbeslutninger knyttet til Fortrinnsrettsemisjonen, Ansatteemisjonen, de Eksisterende
Egenkapitalbevisene i Sparebanken eller de Nye Egenkapitalbevisene bør baseres på en vurdering av
Prospektet i sin helhet. Dersom et krav knyttet til informasjonen i dette Prospektet bringes inn for en
domstol, kan saksøkende investor i henhold til nasjonal lovgivning i et land som er medlem av Det
europeiske økonomiske samarbeidsområdet (“EØS”), måtte dekke kostnader forbundet med
oversettelse av dette Prospektet, før saken behandles. De personene som har utarbeidet dette
sammendraget, herunder eventuelle oversettelser av sammendraget, kan ikke holdes sivilrettslig
ansvarlig for dette, med mindre det er villedende, unøyaktig eller selvmotsigende når det leses
sammen med andre deler av dette Prospektet.
30

3.2 Introduksjon av SpareBank 1 SMN
SpareBank 1 SMN - Prospectus
SpareBank 1 SMN har ca 1.150 ansatte og er Midt-Norges største bank med en forvaltningskapital på
NOK 98 milliarder per 31. desember 2011. Som ett av seks medlemmer av SpareBank 1-alliansen er
banken en del av Norges nest største finansgruppering.
SpareBank 1 SMN tilbyr en rekke finansielle produkter og tjenester til privatmarkedskunder, små og
mellomstore bedrifter, og kunder innenfor jordbruk og offentlig sektor. Bankens forretningskonsept er
å være en lokal bank, hvilket klart vises i dens virke.
En viktig del av Gruppens strategi er å tilby et bredt spekter av tjenester i kommuner og
administrasjonssentra innenfor bankens geografiske kjerneområde. SpareBank 1 SMN er lokalisert på
54 forskjellige steder i 43 kommuner. Bankens kontorer er spredt fra Førde i Sogn og Fjordane i sør,
til Bindal i Nordland i nord, og fra Florø i Sogn og Fjordane i vest, til Lierne i Nord-Trøndelag i øst.
3.3 Bakgrunn for Fortrinnsrettsemisjonen og Ansatteemisjonen
SpareBank 1 SMN gjennomfører en fortrinnsrettsemisjon, for å opprettholde et fortsatt sterkt
økonomisk fundament for lønnsom vekst og deltakelse i forretningsmuligheter i sparebankens
markedsområde.
Den 30. januar 2012, inngikk SpareBank 1 SMN en fulltegningsgarantiavtale med et
garantikonsortium, der garantistene i henhold til garantiavtalen er forpliktet til, i henhold til vilkårene
og betingelsene i avtalen, sammen og ikke i fellesskap, å garantere for et samlet beløp på inntil 750
millioner kroner i emisjonen, se avsnitt 9.19 («Garantiavtalen»)
25. mai 2011, besluttet Representantskapet etablering av Sparebankstiftelsen SpareBank 1 SMN ved
konvertering av eierløse kapital til egenkapitalbeviskapital. Formålet med stiftelsen var å etablere en
langsiktig eier, med investeringer i egenkapitalbevis i samsvar med sparebankstiftelse formål. Den 6.
mars 2012 gav Representantskapet en fullmakt til styret å gjennomføre en rettet emisjon i hovedsak
rettet mot Sparebankstiftlsen SpareBank 1 SMN, for å gjøre den i stand til å oppfylle sitt formål i
løpet av året 2012.
Banken ser det som verdifullt at de ansatte i konsernet gis anledning til å tegne egenkapitalbevis
gjennom en rettet emisjon. Styret i banken anser det som viktig at de ansatte i konsernet har sterkt
fokus på verdiskaping, og at de ansatte er på linje med eierinteresser i Sparebanken. Sparebanken
har en lang tradisjon for eierskap blant sine ansatte.
De planlagte emisjonene vil øke Sparebankens kjernekapitaldekning fra 10,4 % til 11,7 %,
tilsvarende en økning på 1,3 prosentpoeng.
3.4 Sammendrag av Fortrinnsrettsemisjonen
Det følgende er et sammendrag av de viktigste vilkårene for Fortrinnsrettsemisjonen.
Fortrinnsrettsemisjonen ............... Fortrinnsrettsemisjonen er et tilbud fra Sparebanken om å utstede 28.477.170
Nye Egenkapitalbevis til en Tegningskurs på NOK 26 per Nye Egenkapitalbevis,
for et samlet bruttoproveny på NOK 740.406.420.
Tegningskurs ............................. Tegningskursen er NOK 26 per Nye Egenkapitalbevis, hvilket innebærer en
rabatt på ca 33,67 % i forhold til sluttkursen på Oslo Børs på NOK 39,2 per
Egenkapitalbevis den 5. mars 2012, og en rabatt på ca 28,09 % i forhold til
den teoretiske åpningskursen for Egenkapitalbevisene uten Tegningsretter
(“TERP”), beregnet på grunnlag av sluttkursen den 5. mars 2012, begge justert
for utdeling av utbytte på NOK 2,0 per Egenkapitalbevis.
31

SpareBank 1 SMN - Prospectus
Vilkår for gjennomføring .............. Gjennomføring av Fortrinnsrettsemisjonen er betinget av følgende:
Skjæringsdato ............................ 6. mars 2012.
(i) at Finanstilsynet har godkjent Fortrinnsrettsemisjonen og de
tilhørende endringene i Sparebankens vedtekter;
(ii) forutsatt at Fortrinnsrettsemisjonen ikke er fulltegnet, at
Garantiavtalen er fullt ut gyldig og i kraft.
Dersom det blir klart at de ovennevnte betingelsene ikke vil bli oppfylt, vil
Fortrinnsrettsemisjonen bli kansellert.
Utskriftsdato ............................. 9. mars 2012 (dvs. at Egenkapitalbeviseiere per utløpet av Skjæringsdatoen,
slik dette fremgår av Sparebankens egenkapitalbeviseierregister i VPS per
utløpet av 9. mars 2012 vil motta Tegningsretter).
Tegningsretter ........................... Hver Eksisterende Egenkapitalbeviseier vil bli tildelt 3 Tegningsretter for hvert
10 Egenkapitalbevis eiet av slik Eksisterende Egenkapitalbeviseier per utløpet
av Skjæringsdatoen slik dette fremkommer av utskrift fra VPS per utløpet av
Utskriftsdatoen. Antallet Tegningsretter tildelt den enkelte Eksisterende
Egenkapitalbeviseier vil bli rundet ned til nærmeste hele Tegningsrett. Hver
Tegningsrett vil, betinget av gjeldende verdipapirlovgivning, gi rett til å tegne
og bli tildelt ett Nytt Egenkapitalbevis i Fortrinnsrettsemisjonen.
Ervervede Tegningsretter vil gi samme rett til å tegne Nye Egenkapitalbevis
som Tegningsretter eid av Eksisterende Egenkapitalbeviseiere på bakgrunn av
egenkapitalbevisbeholdning per Skjæringsdatoen.
Eksisterende Egenkapitalbeviseiere som velger å ikke delta i
Fortrinnsrettsemisjonen, vil bli utvannet med ca 24,5 % (forutsatt at
Ansatteemisjonen fulltegnes), men vil kunne selge sine Tegningsretter.
Tegningsretter som ikke er solgt før handelsslutt på Oslo Børs den 26.
mars 2012, eller utøvd før kl 17.30 (norsk tid) den 26. mars 2012, vil
være uten verdi og vil bortfalle uten noen form for kompensasjon til
eieren.
Tegningsperiode ......................... Tegningsperioden i Fortrinnsrettsemisjonen løper fra 12. mars 2012 til 26.
mars 2012 kl 17.30 (norsk tid).
Handel i Tegningsretter ............... Tegningsrettene vil være fritt omsettelige og notert på Oslo Børs med ticker-
kode “MING T” fra 12. mars 2012 til handelsslutt på Oslo Børs 26. mars 2012
kl. 17.30 (norsk tid).
Tegningsprosedyrer .................... Nye Egenkapitalbevis må tegnes ved å innlevere en korrekt utfylt
tegningsblankett (en “Tegningsblankett”) til SpareBank 1 Markets AS,
SpareBank 1 SMN Markets eller Swedbank First Securities
(”Tegningsstedene”), i Tegningsperioden, eller, for norske statsborgere, over
internett som nærmere beskrevet nedenfor. Eksisterende Egenkapitalbeviseiere
vil motta Tegningsblanketter med informasjon om antall Tegningsretter tildelt
den aktuelle Eksisterende Egenkapitalbeviseieren og enkelte andre
opplysninger knyttet til vedkommendes beholdning av Egenkapitalbevis.
Tegnere som ikke er Eksisterende Egenkapitalbeviseiere, må tegne Nye
Egenkapitalbevis på Tegningsblanketten som er inntatt i vedlegg 2
“Subscription Form for the Rights Offering” eller vedlegg 3 “Norwegian
Language Subscription Form for the Rights Offering”. Eksisterende
Egenkapitalbeviseiere kan også velge å benytte disse Tegningsblankettene.
Korrekt utfylt Tegningsblankett må være mottatt av et av Tegningsstedene
senest kl 17.30 (norsk tid) 26. mars 2012. Tegnere som er norske
statsborgere, kan også tegne Nye Egenkapitalbevis gjennom VPS’
tegningssystem på internett (eller ved å følge linken på www.sb1markets.no,
www.smn.no/info eller www.first.no, som vil viderekoble tegneren til VPS’
internett-tegningssystem).
Overtegning og tegning uten Tegningsretter vil være tillatt, men det kan ikke
gis noen garanti for at Nye Egenkapitalbevis vil bli tildelt på bakgrunn av slike
tegninger.
32

SpareBank 1 SMN - Prospectus
Tildeling .................................... Tildeling av Nye Egenkapitalbevis vil skje rundt 30. mars 2012 i henhold til
følgende kriterier:
(i) Det vil bli tildelt Nye Egenkapitalbevis til tegnere på grunnlag av
tildelte og ervervede Tegningsretter som er gyldig utøvd i løpet av
Tegningsperioden. Hver Tegningsrett vil gi rett til å tegne og bli
tildelt ett Nytt Egenkapitalbevis i Fortrinnsrettsemisjonen.
(ii) Dersom ikke alle Tegningsrettene benyttes, vil tegnere som har
tegnet på grunnlag av Tegningsretter, og som har overtegnet, få tildelt
ytterligere Nye Egenkapitalbevis forholdsmessig basert på det antall
Tegningsretter hver av dem har benyttet. I den utstrekning
forholdsmessig tildeling ikke er mulig, vil Sparebanken foreta
tildeling etter loddtrekning.
(iii) Nye Egenkapitalbevis som ikke er tildelt i henhold til (i) og (ii)
ovenfor, vil bli tildelt tegnere som ikke innehar Tegningsretter.
Tildeling vil bli forsøkt gjort forholdsmessig basert på de respektive
tegningsbeløp.
(iv) Nye Egenkapitalbevis som ikke er tildelt i henhold til (i), (ii) og (iii)
ovenfor, vil bli tegnet av og tildelt Garantistene, eller investorer
utpekt av Garantistene, basert på og i henhold til deres
respektive garantiforpliktelser.
Betaling ..................................... Oppgjør for Nye Egenkapitalbevis tildelt en tegner forfaller til betaling den 3.
april 2012 (“Betalingsdatoen”). Tegnere som har norsk bankkonto, må gi
SpareBank 1 Markets AS en ugjenkallelig engangsfullmakt til å belaste en
spesifisert bankkonto i en norsk bank for det beløp som skal betales for de Nye
Egenkapitalbevisene tildelt tegneren, og vil gjøre dette ved å signere
Tegningsblanketten. Den spesifiserte bankkontoen forventes å bli belastet på
eller etter Betalingsdatoen. SpareBank 1 Markets AS har kun fullmakt til å
belaste den spesifiserte bankkontoen én gang, men forbeholder seg retten til å
gjøre inntil tre debiteringsforsøk. Tegnere som ikke har norsk bankkonto, må
sørge for at betaling for Nye Egenkapitalbevis tildelt dem skjer med
tilgjengelige midler på eller før Betalingsdatoen, og må kontakte SpareBank 1
Markets AS eller et av de andre Tegningsstedene i forkant av slik betaling.
Forsinket betaling belastes med gjeldende forsinkelsesrente i henhold til
forsinkelsesrenteloven av 17. desember 1976 nr. 100, for tiden 8,75 % p.a.
Innenfor rammen av de begrensninger som oppstilles i
Finansieringsvirksomhetsloven § 2b-23 jf. Allmennaksjeloven § 10-12, og etter
SpareBank 1 Markets AS frie skjønn i egenskap av å være betalingsgarantist
(”Betalingsgarantisten”), vil ikke Nye Egenkapitalbevis leveres til tegnere
som ikke oppfyller betalingsvilkårene. I henhold til en betalingsgarantiavtale
inngått mellom Sparebanken og Betalingsgarantisten, vil Betalingsgarantisten
på de vilkår som fremgår av betalingsgarantiavtalen (se kapittel 9.14.3
(”Overdue payments”), den 10. april 2012 betale tegningsbeløp som ikke er
betalt ved forfall av tegnere, inntil et maksimumsbeløp på NOK 150 millioner,
for å muliggjøre rask registrering av Fortrinnsrettsemisjonen i
Foretaksregisteret. Dersom det tegningsbeløp som ikke er betalt av tegnerne
overstiger maksimumsbeløpet på NOK 150 millioner, skal betalingsdatoen for
Betalingsgarantistens betaling forskyves til innen kl 10.00 første virkedag etter
at slikt ubetalt tegningsbeløp er redusert til et beløp som er mindre eller lik
maksimumsbeløpet. Ikke-betalende tegnere vil forbli fullt ut ansvarlige for å
betale det beløpet som skal betales for de Nye Egenkapitalbevisene tildelt dem
uavhengig av slik betaling av Betalingsgarantisten. De Nye
Egenkapitalbevisene som er tildelt slike tegnere vil bli overført til den ikke-
betalende tegneren når betaling av tegningsbeløpet for de relevante Nye
Egenkapitalbevisene er mottatt. Sparebanken og Betalingsgarantisten
forbeholder seg imidlertid retten til å selge eller selv overta de Nye
33

SpareBank 1 SMN - Prospectus
Egenkapitalbevisene uten videre underretning til tegneren fra og med den
fjerde dagen etter Betalingsdatoen i henhold til Finansieringsvirksomhetsloven
§ 2b-23 jf Allmennaksjeloven § 10-12(4) dersom betaling ikke er mottatt den
tredje dagen etter Betalingsdatoen. Dersom de Nye Egenkapitalbevisene selges
på vegne av tegneren, vil tegneren være ansvarlig for ethvert tap, samt
kostnader, gebyrer og utgifter, pådratt av Sparebanken og/eller
Betalingsgarantisten som følge av eller i tilknytning til slik overdragelse.
Sparebanken og/eller Betalingsgarantisten kan inndrive betaling for ethvert
utestående beløp innenfor rammene av gjeldende norsk rett.
Levering .................................... Sparebanken forventer at de Nye Egenkapitalbevisene vil bli levert til VPS-
kontiene til de tegnerne som har fått dem tildelt, rundt 11. april 2012. Siste
frist for registrering av kapitalforhøyelsen knyttet til Fortrinnsrettsemisjonen i
Foretaksregisteret, og dermed den påfølgende leveringen av de Nye
Egenkapitalbevisene, er i henhold til lovgivningen tre måneder fra utløpet av
Tegningsperioden (dvs. 26. juni 2012).
Handel i Nye Egenkapitalbevis ...... De Nye Egenkapitalbevisene vil bli notert på Oslo Børs så snart
Betingelser knyttet til salg og
kapitalforhøyelsen knyttet til Fortrinnsrettsemisjonen er registrert i
Foretaksregisteret og de Nye Egenkapitalbevisene er registrert i VPS. Det
forventes at dette vil skje rundt 11. april 2012. Noteringen av de Nye
Egenkapitalbevisene på Oslo Børs forventes å skje ca. 12. april 2012.
Det gjelder enkelte begrensninger for salg og annen overdragelse av
overdragelser ............................. Tegningsrettene og de Nye Egenkapitalbevisene i enkelte jurisdiksjoner.
Vennligst se kapittel 23 (“Restrictions on Sale and Transfer”).
Rangering og utbytte .................. De Nye Egenkapitalbevisene vil være likestilte i enhver henseende med de
Eksisterende Egenkapitalbevisene og vil gi fulle Egenkapitalbeviseierrettigheter
fra registreringen av kapitalforhøyelsen knyttet til Fortrinnsrettsemisjonen i
Foretaksregisteret. De Nye Egenkapitalbevisene vil gi rett til å motta utbytte
som Sparebanken måtte vedta etter nevnte registrering.
Gjeldende rett og verneting ......... Dette Prospektet, samtlige Tegningsblanketter og vilkårene for
Fortrinnsrettsemisjonen skal være underlagt og forstås i henhold til norsk rett,
og de Nye Egenkapitalbevisene vil bli utstedt i henhold til norsk rett. Enhver
tvist som måtte oppstå i forbindelse med dette Prospektet,
Tegningsblankettene eller Fortrinnsrettsemisjonen skal være eksklusivt
underlagt norsk domsmyndighet, med Oslo som verneting.
Tegningsgaranti ......................... Fortrinnsrettsemisjonen er garantert av Garantistene i henhold til, og
gjenstand for de begrensninger som fremgår av Tegningsgarantiavtalen som
nærmere beskrevet i kapittel 9.19 (”The Underwriting”) nedenfor.
Bruk av proveny ......................... Nettoprovenyet fra Fortrinnsrettsemisjonen forventes å bli ca NOK 714,3
3.5 Viktige datoer for Fortrinnsrettsemisjonen
millioner, etter fradrag for garantiprovisjoner og andre utgifter i tilknytning til
Fortrinnsrettsemisjonen på ca NOK 26,1 millioner. Nettoprovenyet skal
benyttes til en generell styrking av SpareBank 1 SMNs kjernekapital.
Tidsplanen nedenfor viser enkelte indikative nøkkeldatoer for Fortrinnsrettsemisjonen.
Siste handelsdag for Egenkapitalbevisene inklusive Tegningsretter
(Skjæringsdatoen) ..................................................................................
6. mars 2012
Første handelsdag for Egenkapitalbevisene eksklusive Tegningsretter ............. 7. mars 2012
Utskriftsdato ............................................................................................ 9. mars 2012
Første dag i Tegningsperioden ................................................................ 12. mars 2012
Første handelsdag for Tegningsrettene på Oslo Børs ..................................... 12. mars 2012
Handel i Tegningsrettene avsluttes ............................................................. 26. mars 2012 kl. 17.30 (norsk tid)
Tegningsperioden utløper .......................................................................... 26. mars 2012 kl. 17.30 (norsk tid)
Tildeling av Nye Egenkapitalbevis ............................................................... Rundt 30. mars 2012
34

SpareBank 1 SMN - Prospectus
Utsendelse av tildelingsbrev ....................................................................... Rundt 30. mars 2012
Betalingsdato ........................................................................................... 3. april 2012
Godkjennelse fra Finanstilsynet, registrering i Foretaksregisteret og
levering av de Nye Egenkapitalbevisene ......................................................
Rundt 11. april 2012
Notering av og første handelsdag for de Nye Egenkapitalbevisene på Oslo
Børs ........................................................................................................ Rundt 12. april 2012
3.6 Sammendrag av Ansatteemisjonen
Det følgende er et sammendrag av de viktigste vilkårene for Ansatteemisjonen.
Ansattesemisjonen ..................... Ansattesemisjonen er et tilbud fra Sparebanken om å utstede opp til 2.307.692
Nye Egenkapitalbevis for et samlet bruttoproveny på opptil NOK 59.999.992.
Tegningskurs ............................. Tegningskursen er NOK 26 per Nye Egenkapitalbevis, dvs. den samme som i
Fortrinnsrettsemisjonen.
Vilkår for gjennomføring .............. Gjennomføring av Ansatteemisjonen er betinget av følgende:
(i) at Finanstilsynet har godkjent kapitalforhøyelsen i Sparebanken
knyttet til Ansatteemisjonen og de tilhørende endringene i
Sparebankens vedtekter; og
(ii) gjennomføring av Fortrinnsrettsemisjonen.
Dersom det blir klart at de ovennevnte betingelsene ikke vil bli oppfylt, vil
Ansatteemisjonen bli kansellert.
Kvalifiserte Ansatte ..................... Fast ansatte i uoppsagt stilling med 50 prosent og høyere stillingsandel per 1.
mars 2012 i nedennevnte subjekter kan tegne i Ansatteemisjonen:
(i) Sparebanken;
(ii) Sparebankens datterselskaper hvor Sparebanken eide mer enn 85
prosent av aksjene per 1. mars 2012;
(iii) SpareBank 1 Bilplan AS; eller
(iv) Berg Data AS.
Tegningsperiode ......................... Tegningsperioden i Ansatteemisjonen løper fra 12. mars 2012 til 26. mars
2012 kl 17.30 (norsk tid).
Tegningsprosedyrer .................... Nye Egenkapitalbevis må tegnes ved å innlevere en korrekt utfylt
tegningsblankett (en “Tegningsblankett”) til SpareBank 1 SMN Markets,
Verdipapirservice (”Tegningsstedet for Ansatteemisjonen”) i
Tegningsperioden, eller, over internett som nærmere beskrevet nedenfor.
Kvalifiserte Ansatte må ha VPS-konto med SpareBank 1 SMN som kontofører
for å kunne tegne i Ansatteemisjonen. Nye Egenkapitalbevis kan tegnes på
Tegningsblanketten som er inntatt i vedlegg 4 “Norwegian Language
Subscription Form for the Employee Offering”. Korrekt utfylte
Tegningsblanketter må være mottatt av Tegningsstedet for Ansatteemisjonen
senest kl 17.30 (norsk tid) 26. mars 2012. Tegnere kan også tegne Nye
Egenkapitalbevis gjennom VPS’ online tegningssystem (ved å følge linken på
SpareBank 1 SMNs interne websider for de ansatte, som vil viderekoble
tegneren til VPS’ online tegningssystem).
Tildeling .................................... Tildeling av Nye Egenkapitalbevis vil skje rundt 30. mars 2012. Hver
Kvalifiserte Ansatt kan maksimalt bli tildelt 3.000 Nye Egenkapitalbevis i
Ansatteemisjonen. Det vil bli foretatt forholdsmessig avkortning i tildeling i den
utstrekning det maksimale antall egenkapitalbevis som kan utstedes i
Ansatteemisjonen ikke gir rom for full tildeling til hver av tegnerne.
Bindingstid (Lock-Up). ................. Ved å tegne i Ansatteemisjonen (i) forplikter tegneren seg til ikke å avhende,
pantsette eller på annen måte forføye over de Nye Egenkapitalbevisene for en
periode på ett år regnet fra registreringen av de Nye Egenkapitalbevisene på
tegnerens VPS-konto. Ansatteemisjonen vil bli registrert med en separat ISIN
nummer NO 001 0635394, som vil bli sperret for transaksjoner i
35

SpareBank 1 SMN - Prospectus
bindingsperioden på 1 år.
Betaling ..................................... Oppgjør for Nye Egenkapitalbevis tildelt en tegner forfaller til betaling den 3.
april 2012. Tegneren må gi SpareBank 1 SMN Markets, Verdipapirservice en
ugjenkallelig engangsfullmakt til å belaste en spesifisert bankkonto i en norsk
bank for det beløp som skal betales for de Nye Egenkapitalbevisene tildelt
tegneren, og vil gjøre dette ved å signere Tegningsblanketten. Den spesifiserte
bankkontoen forventes å bli belastet på eller etter Betalingsdatoen. SpareBank
1 SMN Markets, Verdipapirservice har kun fullmakt til å belaste den spesifiserte
bankkontoen én gang, men forbeholder seg retten til å gjøre inntil tre
debiteringsforsøk. Tegnere som ikke har norsk bankkonto, må sørge for at
betaling for Nye Egenkapitalbevis tildelt dem skjer med tilgjengelige midler på
eller før Betalingsdatoen, og må kontakte SpareBank 1 SMN Markets,
Verdipapirservice i forkant av slik betaling.
Forsinket betaling belastes med gjeldende forsinkelsesrente i henhold til
forsinkelsesrenteloven av 17. desember 1976 nr. 100, for tiden 8,75 % p.a.
Innenfor rammen av de begrensninger som oppstilles i
Finansieringsvirksomhetsloven § 2b-23 jf. Allmennaksjeloven § 10-12, og etter
Sparebankens frie skjønn, vil ikke Nye Egenkapitalbevis leveres til tegnere som
ikke oppfyller betalingsvilkårene. Ikke-betalende tegnere vil forbli fullt ut
ansvarlige for å betale det beløpet som skal betales for de Nye
Egenkapitalbevisene som er tildelt dem. Sparebanken forbeholder seg
imidlertid retten til å utpeke en tredepart til å selge eller overta de Nye
Egenkapitalbevisene uten videre underretning til tegneren fra og med den
fjerde dagen etter Betalingsdatoen i henhold til Finansieringsvirksomhetsloven
§ 2b-23 jf Allmennaksjeloven § 10-12(4) dersom betaling ikke er mottatt den
tredje dagen etter Betalingsdatoen. Dersom de Nye Egenkapitalbevisene selges
på vegne av tegneren, vil tegneren være ansvarlig for ethvert tap, samt
kostnader, gebyrer og utgifter, pådratt av Sparebanken som følge av eller i
tilknytning til slik overdragelse. Sparebanken kan inndrive betaling for ethvert
utestående beløp innenfor rammene av gjeldende norsk rett.
Levering .................................... Sparebanken forventer at de Nye Egenkapitalbevisene vil bli levert til VPS-
kontiene til de tegnerne som har fått dem tildelt, rundt 11. april 2012. Siste
frist for registrering av kapitalforhøyelsen knyttet til Ansatteemisjonen i
Foretaksregisteret, og dermed den påfølgende leveringen av de Nye
Egenkapitalbevisene, er i henhold til lovgivningen tre måneder fra utløpet av
Tegningsperioden (dvs. 26. juni 2012).
Handel i Nye Egenkapitalbevis ...... De Nye Egenkapitalbevisene vil bli notert på Oslo Børs så snart
kapitalforhøyelsen knyttet til Ansatteemisjonen er registrert i
Foretaksregisteret og de Nye Egenkapitalbevisene er registrert i VPS. Det
forventes at dette vil skje rundt 11. april 2012. Noteringen av de Nye
Egenkapitalbevisene på Oslo Børs forventes å skje 12. april 2012.
Rangering og utbytte .................. De Nye Egenkapitalbevisene vil være likestilte i enhver henseende med de
Eksisterende Egenkapitalbevisene og vil gi fulle Egenkapitalbeviseierrettigheter
fra registreringen av kapitalforhøyelsen knyttet til Ansatteemisjonen i
Foretaksregisteret. De Nye Egenkapitalbevisene vil gi rett til å motta utbytte
som Sparebanken måtte vedta etter nevnte registrering.
Gjeldende rett og verneting ......... Dette Prospektet, samtlige Tegningsblanketter og vilkårene for
Ansatteemisjonen skal være underlagt og forstås i henhold til norsk rett, og de
Nye Egenkapitalbevisene vil bli utstedt i henhold til norsk rett. Enhver tvist som
måtte oppstå i forbindelse med dette Prospektet, Tegningsblankettene eller
Ansatteemisjonen skal være eksklusivt underlagt norsk domsmyndighet, med
Oslo som verneting.
Bruk av proveny ......................... Nettoprovenyet fra Ansatteemisjonen forventes å bli minimum NOK 26 og
maksimum NOK 59.999.992. Provisjoner og andre utgifter i tilknytning til
Ansatteemisjonen er ansett som ubetydelige.
36

3.7 Viktige datoer for Ansatteemisjonen
SpareBank 1 SMN - Prospectus
Tidsplanen nedenfor viser enkelte indikative nøkkeldatoer for Ansatteemisjonen.
Første dag i Tegningsperioden ................................................................12. mars. 2012
Tegningsperioden utløper .......................................................................... 26. mars 2012 kl 17.30 (norsk tid)
Tildeling av Nye Egenkapitalbevis ............................................................... Rundt 30. mars 2012
Utsendelse av tildelingsbrev ................................................................ Rundt 30. mars 2012
Betalingsdato ........................................................................................... 3. april 2012
Godkjennelse fra Finanstilsynet, registrering i Foretaksregisteret og
levering av de Nye Egenkapitalbevisene ...................................................... Rundt 11. april 2012
Notering av og første handelsdag for de Nye Egenkapitalbevisene på
Oslo Børs ................................................................................................ Rundt 12. april 2012
3.8 Finansiell informasjon
Tabellene nedenfor inneholder et sammendrag av historisk finansiell informasjon for Konsernet for
regnskapsårene avsluttet 2011, 2010 og 2009. Tabellene bør leses i sammenheng med de
fullstendige regnskapene, som er inntatt i dette Prospektet ved referanse (jf. punkt 24.10
(”Incorporation by Reference”)), og de øvrige kapitlene i dette Prospektet, herunder kapittel 14
(“Selected Consolidated Financial and Other Data”) og kapittel 15 (“Operating and Financial Review”).
Sammendrag av konsolidert resultatregnskap
Beløp i NOK millioner
37
2011
(revidert)
Året
2010
(revidert)
2009
(revidert)
Netto renteinntekter ......................................................................... 1.281 1.210 1.279
Netto andre driftsinntekter ................................................................ 919 855 756
Driftskostnader ................................................................................ 1.482 1.140 1.253
Netto gevinster varige og immaterielle eiendeler ................................ 588 490 642
Nedskrivninger på utlån og garantier .................................................. 27 132 277
Driftsresultat før skatt ................................................................ 1.279 1.282 1.147
Skattekostnad .................................................................................. 255 260 210
Resultat for perioden..................................................................... 1.024 1.022 937
Resultat per egenkapitalbevis (NOK) ................................................... 6,61 6,43 6,73
Sammendrag av konsoliderte balanser
Beløp i NOK millioner 2011
(revidert)
Per 31. desember
2010
(revidert)
2009
(revidert)
Sum eiendeler.................................................................................. 101.455 90.152 84.509
Utlån til kunder ................................................................................ 73.105 69.847 61.782
Innskudd fra kunder ......................................................................... 47.871 42.786 37.227
Gjeld stiftet ved utstedelse av verdipapir ............................................. 28.148 27.941 23.358
Derivater ......................................................................................... 3.158 1.684 712
Ansvarlig lånekapital ......................................................................... 2.690 2.758 3.875
Sum egenkapital .............................................................................. 8.348 7.846 6.183
Sum gjeld ....................................................................................... 93.107 90.152 78.326

Sammendrag av nøkkeltall
SpareBank 1 SMN - Prospectus
38
2011
(revidert)
Året
2010
(revidert)
2009
(revidert)
Netto andre driftsinntekter i prosent av samlede inntekter .................... 32,97% 33,46% 28,2 %
Kostnadsgrad (%) ............................................................................ 53,15% 44,64% 46,8 %
Egenkapitalavkastning, annualisert (%) .............................................. 12,8% 14,6% 16,2 %
Kjernekapitaldekning ved utgangen av perioden (%) ............................ 10,4% 10,9% 10,4 %
Kjernekapital ved utgangen av perioden (NOK millioner) ....................... 7.868 7.283 6.730
Kapitaldekning ................................................................................. 12,0% 13,0% 13,6 %
Tapsprosent utlån............................................................................. 0,03% 0,16% 0,31 %
Antall egenkapitalbevis ved utgangen av perioden (1.000) .................... 94.930 94.905 69.434
3.9 Trendinformasjon
En nærmere beskrivelse av utviklingen i drift, forvaltning, kostnader og markedsaktiviteter som har
påvirket Konsernet siden 31. desember 2011, og en beskrivelse av trender som det er rimelig grunn
til å tro at kan ha en vesentlig innvirkning på Konsernets utsikter for 2012, er gitt i punkt 16.8
(”Recent Developements”).
3.10 Sammendrag av risikofaktorer
En rekke risikofaktorer vil kunne ha en vesentlig negativ effekt på Konsernet og markedsverdien av
Tegningsrettene og/eller Egenkapitalbevisene. Nedenfor er en kort oppsummering av de risikofaktorer
som er nærmere beskrevet i kapittel 2 (“Risk Factors”). Vær oppmerksom på at de risikofaktorene
som er beskrevet i kapittel 2, ikke er de eneste risikoforhold som kan påvirke Konsernet og
markedsverdien av Tegningsrettene og/eller Egenkapitalbevisene. Ytterligere risikofaktorer som på
det nåværende tidspunkt ikke er kjent for Konsernet, eller som Konsernet på det nåværende
tidspunkt anser som uvesentlige, vil også kunne ha en vesentlig negativ innvirkning på Konsernet og
markedsverdien av Tegningsrettene og/eller Egenkapitalbevisene. Konsernet har implementert rutiner
for risikostyring og internkontroll for å administrere og kontrollere de ulike risikoene som det er utsatt
for. Kapittel 16 (“Risk and Capital Management”) oppsummerer de viktigste prosedyrene for
risikostyring i Konsernet. Det kan ikke gis noen garanti for at den risikostyring og internkontroll som
gjennomføres av Konsernet, er tilstrekkelig til å håndtere alle relevante risikoer.
Risikofaktorer knyttet til Konsernet og dets virksomhet
• Konsernets virksomhet, inntjening og driftsresultater er vesentlig påvirket av forholdene i de
globale finansmarkedene og av globale økonomiske forhold.
• Konsernets virksomhet, inntekter og driftsresultat kan bli negativt påvirket av en forverring i
de økonomiske forhold i Norge.
• Konsernet er eksponert for en risiko for vesentlig svekkelse i kvaliteten på Konsernets
kredittportefølje og tilhørende utlånstap.
• Konsernet har en betydelig eksponering mot eiendomsmarkedet.
• Sparebanken har i de siste årene i betydelig grad økt sin eksponering i store engasjementer
(engasjementer over NOK 200 millioner) og høyrisikiengasjementer.
• Konsernet er eksponert for risiko for at kredittkvaliteten til tredjeparter, som Konsernet eier
verdipapirer i, forringes.
• Konsernets virksomhet er utsatt for risiko knyttet til rentemarginer.
• Konsernet er eksponert for valutarisiko og risiko for devaluering av eller vesentlig
verdiforringelse i noen av de valutaer som Konsernet driver virksomhet med.

SpareBank 1 SMN - Prospectus
• Konsernets beholdning av finansielle instrumenter er eksponert for variasjoner i
markedsverdi.
• Konsernet er eksponert for vesentlig risiko knyttet til krav og investeringer i dets
livsforsikrings- og pensjonsvirksomhet.
• Konsernet er eksponert for vesentlig risiko knyttet til investeringer i forsikringsvirksomhet.
• Konsernet er eksponert for vesentlig risiko knyttet til tilgjengeligheten av kapital.
• Kostnadene og tilgjengeligheten av kapital er avhengig av konsernets kredittrating.
• Negativ utvikling i Konsernets kredittportefølje vil kunne føre til en økning i Konsernets
risikovektede eiendeler.
• Konsernet vil kunne bli pålagt økte kapitalkrav eller -standarder som følge av nye statlige
eller forskriftsmessige krav, eller som følge av endringer i markedets oppfatninger av hva
som er passende kapitalisering.
• Konsernet er eksponert for risiko for at finansiering i fremtiden ikke vil være tilgjengelig på
attraktive vilkår, eller i det hele tatt.
• Konsernet er utsatt for systemrisiko.
• Mislighold fra Konsernets motparter vil kunne ha en vesentlig negativ innvirkning på
Konsernet.
• Konsernet er utsatt for feil eller mangler i sin risikostyring og i sine interne kontrollrutiner.
• IT og andre systemer som Konsernet er avhengig av i den daglige drift kan svikte som følge
av en rekke omstendigheter som kan være utenfor Konsernets kontroll; Konsernet er utsatt
for risiko knyttet til forstyrrelser i Konsernets infrastruktur eller andre forhold som kan
innvirke på slike systemer.
• Konsernet er eksponert for risiko for ikke å få beholde eksisterende ansatte eller ikke
tiltrekke seg nye medarbeidere.
• Konsernet er eksponert for vesentlig risiko som følge av sin virksomhet i konkurranseutsatte
markeder.
• Konsernet er eksponert for risiko i forbindelse med strategiske transaksjoner.
• Konsernet er eksponert for endringer i lover og forskrifter knyttet til sine bank-, forsikrings-
og finansielle tjenester.
• Konsernet er eksponert for potensielt betydelige rettstvister og krav og risiko knyttet til dets
etterlevelse av lover og forskrifter.
• Konsernet er eksponert for risiko knyttet til endringer i skatte- og
merverdiavgiftslovgivningen, samt tolkningen av slik lovgivning og endringer i gjeldende
satser.
• Konsernet er eksponert for risiko knyttet til endringer i regnskapsprinsipper og
regnskapsstandarder og tolkningen av slike prinsipper og standarder.
• Interessekonflikter, enten faktiske eller vurderte, kan ha en negativ innvirkning på
Konsernet.
• Konsernet er eksponert for risiko knyttet til sin pensjonsordning.
• Konsernet er eksponert for risiko knyttet til hvitvasking av penger.
• Utføring av finansielle tjenester innebærer omdømmemessige risikoer.
• Risiki knyttet til avhengighet av SpareBank 1-alliansen.
Risikofaktorer knyttet til Fortrinnsrettsemisjonen og Egenkapitalbevisene
• Eksisterende Egenkapitalbeviseiere som ikke deltar i Fortrinnsrettsemisjonen kan oppleve
betydelig utvanning.
• Det vil ikke nødvendigvis oppstå et aktivt marked for handel i Tegningsrettene på Oslo Børs
og/eller markedsverdien av Tegningsrettene kan svinge.
• Salg av Tegningsretter på vegne av eksisterende egenkapitalbeviseiere som ikke er i stand
til å benytte seg av Tegningsrettene kan føre til en reduksjon i Tegningsrettenes og
Egenkapitalbevisenes markedspris, samt forsterke Egenkapitalbevisenes volatilitet.
39

SpareBank 1 SMN - Prospectus
• Dersom Fortrinnsrettsemisjonen kanselleres, vil Tegningsrettene ikke lenger ha noen verdi.
• Egenkapitalbeviseiere bosatt utenfor Norge er utsatt for valutarisiko.
• Markedsverdien på Egenkapitalbevisene kan svinge.
• Det vil ikke nødvendigvis bli vedtatt utbytte på Egenkapitalbevisene, og Selskapets evne til
å utbetale utbytte er avhengig av om det finnes midler som kan utdeles.
• Eventuelle fremtidige egenkapitalbevisemisjoner kan ha vesentlig negativ innvirking på
Egenkapitalbevisenes markedskurs.
• Store Egenkapitalbeviseieres eventuelle fremtidige salg av Egenkapitalbevis kan få vesentlig
negativ innvirking på Egenkapitalbevisenes markedskurs.
• Det kan være vanskelig for investorer utenfor Norge å gjennomføre rettsprosesser eller
håndheve utenlandske straffedommer mot Selskapet eller dets styremedlemmer og andre i
forbindelse med Fortrinnsrettsemisjonen.
3.11 Styre, konsernledelse og ansatte
Per datoen for dette Prospektet består Selskapets styre av Per Axel Koch (leder), Eli Arnstad
(nestleder), Bård Benum, Kjell Bjordal, Paul E. Hjelm-Hansen, Arnhild Holstad, Aud Skrudland,
Venche Johnsen (ansatterepresentant), Bente Karin Trana (fast møtende varamedlem) og Jan Gunnar
Kvam (fast møtende vara for ansatte).
Per datoen for dette Prospektet består Konsernets ledelse av Finn Haugan (konsernsjef), Tore
Haarberg (viseadministrerende direktør og konserndirektør privatmarked), Vegard Helland
(konserndirektør bedriftsmarked), Tina Steinsvik Sund (konserndirektør forretningsstøtte og -
utvikling), Kjell Fordal (konserndirektør finans) og Wenche Margaretha Seljeseth (konserndirektør
Marked, kommunikasjon og samfunn).
Per 31. desember 2011 hadde Konsernet ca 1.150 ansatte.
3.12 Revisor og rådgivere
Selskapets revisor er Deloitte AS. SpareBank 1 Markets AS er Global Koordinator i
Fortrinnsrettsemisjonen og SpareBank 1 SMN Markets og Swedbank First Securities er
Medtilretteleggere. SIMONSEN Advokatfirma DA er juridisk rådgiver for Sparebanken samt for Global
Koordinator og Medtilretteleggere (med hensyn til norsk rett).
3.13 Store Egenkapitalbeviseiere
Per 5. mars 2012 hadde Sparebanken totalt ca 9.528 egenkapitalbeviseiere registrert i VPS, hvorav
ca 98 prosent var norske og ca. 2 prosent var utenlandske. Sparebankens 20 største
Egenkapitalbeviseiere registrert i VPS per 5. mars 2012 fremgår av tabellen nedenfor: 4
4 VPS, SpareBank 1 SMN.
40

#
Største egenkapitalbeviseiere
SpareBank 1 SMN - Prospectus
41
Antall Egenkapitalbevis
1 Reitangruppen AS 6.872.514 7,24 %
2 Odin Norge 2.650.758 2,79 %
3 Frank Mohn A/S 2.192.236 2,31 %
4 Odin Norden 2.145.049 2,26 %
5 Rasmussengruppen AS 2.130.000 2,24 %
6 Vind Lv AS 2.085.151 2,20 %
7 Deutsche Bank AG London 1.903.321 2,00 %
8 Aker ASA 1.500.966 1,58 %
9 MP Pensjon PK 1.442.774 1,52 %
10 The Resource Group Trg AS 1.360.000 1,43 %
11 Morgan Stanley & Co Llc 1.100.313 1,16 %
12 Stiftelsen Uni 1.054.552 1,11 %
13 I K Lykke AS 891.567 0,94 %
14 Tonsenhagen Forretningssentrum AS 865.013 0,91 %
15 Forsvarets Personellservice 788.092 0,83 %
16 The Northern Trust Co. 767.163 0,81 %
17 Klp Aksje Norden Vpf 744.475 0,78 %
18 Odin Europa SMB 633.251 0,67 %
19 Heglund Holding AS 629.357 0,66 %
20 Danske Invest norske aksjer inst 620.785 0,65 %
Totalt de 20 største egenkapitalbeviseiere ................................ 32.377.337 34,11 %
Andre ........................................................................................... 62.552.949 65,89 %
Totalt .......................................................................................... 94.930.286 100,00 %
3.14 Transaksjoner mellom nærstående parter
Sparebanken har transaksjoner med nærstående parter som datterselskaper og tilknyttede selskaper,
medlemmer av Styret, medlemmer av Kontrollkomiteen, medlemmer av Konsernledelsen og
medlemmer av Representantskapet. Transaksjoner inngått med datterselskaper er eliminert ved
konsolideringen og er ikke rapportert som transaksjoner med nærstående parter i Konsernets
konsoliderte regnskap. Se punkt 24.5 (”Related Party Transactions”) for detaljer om Sparebankens
transaksjoner med nærstående parter.
3.15 Forskning og utvikling, patenter og lisenser
Konsernet er ikke avhengig av forskning eller utvikling, patenter eller lisenser, med unntak for de
lisenser som er beskrevet i kapittel 18 (“Regulatory Overview”).
3.16 Egenkapitalbevis
Per datoen for dette Prospektet er Sparebankens vedtektsfestede (utstedte) eierandelskapital NOK
2.373.257.150 fordelt på 94.930.286 Egenkapitalbevis, hver pålydende NOK 25. Alle
Egenkapitalbevisene er lovlig utstedt og fullt betalt.
Representantskapet vedtok 6. mars 2012 på visse betingelser å overføre NOK 474.651.430 fra
vedtektsfestet eierandelskaptial til overskuddsfondet gjennom en reduksjon av Egenkapitalbevisenes
pålydende fra NOK 25 til NOK 20. Denne reduksjonen av pålydende per Egenkapitalbevis er betinget
av godkjenning fra Finanstilsynet, samt at Fortrinnsrettsemisjonen gjennomføres med en økning av
5 Prosent av totalt utstedte Egenkapitalbevis.
% 5

SpareBank 1 SMN - Prospectus
Sparebankens eierandelskapital som minst tilsvarer samme beløp som blir overført fra vedtektsfestet
eierandelskapital til overkursfondet.
Etter overføring av vedtektsfestet eierandelskapital til overkursfondet og gjennomføring av
Fortrinnsrettsemisjonen og Ansatteemisjonen vil Sparebankens eierandelskapital økes med minimum
NOK 94.891.990 og maksimum NOK 141.045.810, fordelt på minimum 123.407.457 og maksimum
125.715.148 Egenkapitalbevis, hver pålydende NOK 20.
3.17 Utvanning i eierandel
Fortrinnsrettsemisjonen og Ansatteemisjonen vil (forutsatt at Ansatteemisjonen blir fulltegnet)
medføre en utvanning i eierandel på ca. 24,5 %, dersom eksisterende egenkapitalbeviseiere som har
blitt tildelt tegningsretter ikke benytter disse. Dersom eksisterende egenkapitabeviseiere som ble
tildelt tegningsretter utnytter disse fullt ut, vil Fortrinnsrettsemisjoen og Ansatteemisjonen medføre
en utvanning på ca. 1,8 % (forutsatt at Ansatteemisjonen blir fulltegnet).
3.18 Dokumenter som er tilgjengelige for offentligheten
Kopi av dette Prospektet, Sparebankens stiftelsesdokument og historisk finansiell informasjon for de
siste to år (2010 og 2011) for Sparebankens datterselskaper, vil være tilgjengelige for inspeksjon ved
Sparebankens kontor innenfor normal arbeidstid mandag til fredag hver uke (unntatt helligdager) for
en periode på tolv måneder fra datoen for dette Prospektet.
En uoffisiell oversettelse av Sparebankens vedtekter er vedlagt dette Prospektet som vedlegg 1.
Konsernets konsoliderte reviderte regnskaper for årene avsluttet 31. desember 2011, 2010, 2009 er
inntatt i dette Prospektet ved referanse, se punkt 24.10 (”Incorporation by Reference”) for nærmere
informasjon.
42

SpareBank 1 SMN - Prospectus
4 NORWEGIAN TRANSLATION OF SECTIONS 9 AND 10 OF THE PROSPECTUS
This Section contains a Norwegian translation of Section 9 and 10 of the Prospectus.
Dette kapitlet inneholder en norsk oversettelse av kapittel 9 og 10 og gir en oversikt over
transaksjonstekniske forhold knyttet til Fortrinnsrettsemisjonen og Ansatteemisjonen.
Investeringsgrunnlaget for det norske verdipapirmarkedet og Kvalifiserte Ansatte består av hele
Prospektet, og investorer oppfordres til å lese hele Prospektet nøye før en investeringsbeslutning
eventuelt treffes. Ved motstrid mellom dette kapitlet og det engelske kapittel 9 (“The Rights
Offering”) og kapittel 10 (”The Employee Offering”) skal beskrivelsene i de engelske kapitlene gå
foran. I dette norske sammendraget skal definerte ord og uttrykk (angitt med stor forbokstav) som er
oversatt til norsk forstås i samsvar med tilsvarende engelskspråklige ord eller uttrykk slik disse er
definert i det engelskspråklige Prospektet. Noen eksempler på slike engelskspråklige motstykker til
definerte ord og uttrykk som er oversatt til norsk er som følger: Med ”Prospektet” forstås
”Prospectus”; med ”Fortrinnsrettsemisjonen” forstår ”Rights Offering”; med ”Ansatteemisjonen”
forstås ”Employee Offering”; med ”Nye Egenkapitalbevis” forstås ”New Equity Certificates”; med
”Skjæringsdatoen” forstås ”Cut-Off Date”; med ”Utskriftsdatoen” forstås ”Record Date”; med
”Kvalifiserte Ansatte” forstås ”Eligible Employees”.
4.1 Fortrinnstrettsemisjonen
4.1.1 Oversikt
Fortrinnsrettsemisjonen er et tilbud fra Sparebanken om å utstede 28.477.170 Nye Egenkapitalbevis
til en Tegningskurs på NOK 26 per Nye Egenkapitalbevis, for et samlet bruttoproveny på NOK
740.406.420.
Eksisterende Egenkapitalbeviseiere vil bli tildelt omsettelige Tegningsretter som gir fortrinnsrett til å
tegne og bli tildelt Nye Egenkapitalbevis i Fortrinnsrettsemisjonen. Overtegning og tegning uten
Tegningsretter er tillatt, men det kan ikke gis noen garanti for at Nye Egenkapitalbevis vil bli tildelt på
bakgrunn av slike tegninger.
Fortrinnsrettsemisjonen er garantert fulltegnet av Garantistene som nærmere beskrevet i punkt
4.1.19 (”Tegningsgaranti”) nedenfor.
Det vil ikke bli gjort noe for å tillate et offentlig tilbud av de Nye Egenkapitalbevisene i noen annen
jurisdiksjon enn Norge.
4.1.2 Vedtak om utstedelse av de Nye Egenkapitalbevisene i Fortrinnsrettsemisjonen
Den 6. mars 2012 traff Sparebankens representantskap følgende vedtak om å forhøye Sparebankens
vedtektsfestede eierandelskapital i forbindelse med Fortrinnsrettsemisjonen:
(a) Den vedtektsfestede eierandelskapitalen forhøyes med NOK 569.543.400 ved utstedelse av
28.477.170 nye egenkapitalbevis, hvert pålydende NOK 20.
(b) Tegningskursen per egenkapitalbevis skal være NOK 26. Innskuddet skal ytes i kontanter.
Totalt emisjonsproveny utgjør NOK 740.406.420.
(c) Overkursen etter fradrag for emisjonskostnader overføres i sin helhet til overkursfondet.
(d) Sparebankens egenkapitalbeviseiere, med unntak av sparebanken, per utløpet av 6. mars
2012 som er registrert i sparebankens register over egenkapitalbeviseiere i VPS per 9. mars
2012, skal ha fortrinnsrett til å tegne de nye egenkapitalbevisene i samme forhold som de
fra før eier egenkapitalbevis i sparebanken. Det skal utstedes omsettelige tegningsretter.
43

SpareBank 1 SMN - Prospectus
Hvert 10. egenkapitalbevis gir 3 tegningsretter. For å tegne ett nytt egenkapitalbevis kreves
1 tegningsrett. Det vil ikke bli utstedt brøkdelsbevis. Overtegning og tegning uten
tegningsretter er tillatt.
(e) Sparebanken skal utarbeide et prospekt som skal godkjennes av Finanstilsynet i forbindelse
med emisjonen. Dersom styret ikke beslutter noe annet, skal prospektet ikke registreres ved
eller godkjennes av utenlandsk prospektmyndighet. De nye egenkapitalbevisene kan ikke
tegnes av investorer i jurisdiksjoner hvor det ikke er tillatt å tilby nye egenkapitalbevis.
Sparebanken eller noen som utpekes eller instrueres av sparebanken kan, men er ikke
forpliktet til, for egenkapitalbeviseiere som etter sparebankens oppfatning ikke er berettiget
til å tegne nye egenkapitalbevis som følge av begrensninger i lov eller andre regler i den
jurisdiksjon hvor egenkapitalbeviseieren er bosatt eller statsborger, selge vedkommendes
tegningsretter mot overføring av nettoprovenyet ved salget til egenkapitalbeviseieren.
(f) Tildeling av de nye egenkapitalbevisene foretas av sparebankens styre. Styret kan delegere
slik fullmakt til styrets leder og konsernsjef i fellesskap. Følgende tildelingsprinsipper skal
gjelde:
(i) Det vil bli tildelt egenkapitalbevis til tegnere på grunnlag av tildelte og ervervede
tegningsretter som er gyldig utøvet i løpet av tegningsperioden.
(ii) Dersom ikke alle de utstedte tegningsrettene benyttes, vil tegnere som har tegnet
på grunnlag av tegningsretter og som har overtegnet, få tildelt ytterligere nye
egenkapitalbevis forholdsmessig basert på det antall tegningsretter hver av dem
har benyttet. I den utstrekning forholdsmessig tildeling ikke er mulig å
gjennomføre, vil sparebanken foreta tildeling etter loddtrekning.
(iii) Nye egenkapitalbevis som ikke er tildelt i henhold til punkt (i) og (ii) ovenfor, vil
tildeles tegnere som ikke innehar tegningsretter. Tildeling vil bli forsøkt gjort
forholdsmessig basert på de respektive tegningsbeløp.
(iv) Nye egenkapitalbevis som ikke er tildelt i henhold til punktene (i), (ii) og (iii) over,
vil bli tegnet av og tildelt, tegningsgarantistene eller investorer
tegningsgarantistene utpeker, basert på og i henhold til tegningsgarantistenes
respektive garantiforpliktelser.
(g) Tegningsperioden skal begynne 12. mars 2012 og avsluttes 26. mars 2012 kl. 17.30 (norsk
tid). Dersom prospektet ikke er godkjent i tide for å opprettholde denne tegningsperioden,
skal imidlertid tegningsperioden begynne så snart som mulig etter godkjenning av
prospektet og avsluttes kl. 17.30 (norsk tid) to uker deretter. Egenkapitalbevis som ikke er
tegnet ved tegningsperiodens utløp og således tildeles tegningsgarantistene eller investorer
tegningsgarantistene utpeker, skal tegnes av disse innen fem virkedager etter
tegningsperiodens utløp.
(h) Frist for betaling av de nye egenkapitalbevisene er 3. april 2012, eller den sjette
handelsdagen på Oslo Børs etter tegningsperiodens utløp dersom tegningsperioden
forskyves i henhold til punkt (g) over. Ved tegning av egenkapitalbevis må den enkelte
tegner med norsk bankkonto ved påføring på tegningsblanketten gi SpareBank 1 Markets AS
en engangsfullmakt til å belaste en oppgitt bankkonto i Norge for det tegningsbeløp som
tilsvarer det tildelte antall egenkapitalbevis. Ved tildeling vil det tildelte beløp bli belastet
tegnerens konto. Belastning vil skje på eller omkring fristen for betaling. Tegnere som ikke
har norsk bankkonto, skal innbetale tegningsbeløpet til sparebankens emisjonskonto.
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SpareBank 1 SMN - Prospectus
(i) De nye egenkapitalbevisene vil gi samme rettigheter som de eksisterende
egenkapitalbevisene og vil gi rettigheter i sparebanken fra tidspunktet for registrering av
kapitalforhøyelsen i Foretaksregisteret, inkludert rett til utbytte som vedtas etter
registreringen.
(j) Vedtektenes § 2-2, første ledd endres til å reflektere ny vedtektsfestet eierandelskapital og
nytt antall egenkapitalbevis etter kapitalforhøyelsen.
(k) Tegningen av de nye egenkapitalbevisene er garantert fulltegnet av et konsortium satt
sammen av SpareBank 1 Markets AS, SpareBank 1 SMN Markets og Swedbank First
Securities. Tegningsgarantien omfatter ikke oppgjørsrisikoen. Som provisjon for
tegningsgarantien skal garantistene motta en garantiprovisjon på 1,25 prosent av det beløp
de garanterer for.
(l) Gjennomføringen av kapitalforhøyelsen er betinget av at Finanstilsynet gir de nødvendige
godkjennelser.
4.1.3 Vilkår for gjennomføring av Fortrinnsrettemisjonen
Gjennomføring av Fortrinnsrettsemisjonen er betinget av følgende:
(i) at Finanstilsynet har godkjent kapitalforhøyelsen i Sparebanken knyttet til
Fortrinnsrettsemisjonen og de tilhørende endringene i Selskapets vedtekter; og
(ii) forutsatt at Fortrinnsrettsemisjonen ikke er fulltegnet, at Garantiavtalene er fullt ut gyldig
og i kraft.
Vennligst se kapittel 4.1.19 (”Tegningsgaranti”) for en beskrivelse av tegningsgarantien og
Garantiavtalen, herunder betingelsene for og termineringsrettene knyttet til tegningsgarantiene.
Dersom det blir klart at de ovennevnte betingelsene ikke vil bli oppfylt, vil Fortrinnsrettsemisjonen bli
kansellert. Dersom Fortrinnsrettsemisjonen kanselleres, vil samtlige Tegningsretter bortfalle og ikke
lenger ha noen verdi, og man vil se bort fra enhver tegning eller tildeling av Nye Egenkapitalbevis, og
enhver betaling for Nye Egenkapitalbevis vil bli tilbakebetalt til tegnerne uten renter eller annen
kompensasjon. Bortfallet av Tegningsrettene vil ikke ha noen innvirkning på gyldigheten av handler i
Tegningsrettene, og investorer vil ikke motta noen refusjon eller kompensasjon tilknyttet
Tegningsretter ervervet i markedet.
Informasjon om oppfyllelse eller fravær av oppfyllelse av vilkårene for gjennomføring av
Fortrinnsrettsemisjonen vil offentliggjøres som beskrevet i kapittel 4.1.23 (”Offentliggjøring av
informasjon knyttet til Fortrinnsrettsemisjonen”) så snart vilkårene er oppfylt eller, dersom aktuelt, så
snart det er klart av vilkårene ikke vil oppfylles.
4.1.4 Tidsplan
Tidsplanen nedenfor viser enkelte indikative nøkkeldatoer for Fortrinnsrettsemisjonen.
Siste handelsdag for Egenkapitalbevisene inklusive Tegningsretter
(Skjæringsdatoen) .................................................................................. 6. mars 2012
Første handelsdag for Egenkapitalbevisene eksklusive Tegningsretter ............. 7. mars 2012
Utskriftsdato ............................................................................................ 9. mars 2012
Første dag i Tegningsperioden ................................................................12. mars 2012
Første handelsdag for Tegningsrettene på Oslo Børs ................................12. mars 2012
45

SpareBank 1 SMN - Prospectus
Handel i Tegningsrettene avsluttes ............................................................. 26. mars 2012 kl. 17.30 (norsk tid)
Tegningsperioden utløper .......................................................................... 26. mars 2012 kl 17.30 (norsk tid)
Tildeling av Nye Egenkapitalbevis ............................................................... Rundt 30. mars 2012
Utsendelse av tildelingsbrev ................................................................ Rundt 30. mars 2012
Betalingsdato ........................................................................................... 3. april 2012
Godkjennelse fra Finanstilsynet, registrering i Foretaksregisteret og
levering av de Nye Egenkapitalbevisene ...................................................... Rundt 11. april 2012
Notering av og første handelsdag for de Nye Egenkapitalbevisene på
Oslo Børs ................................................................................................ Rundt 12. april 2012
4.1.5 Tegningskurs
Tegningskursen i Fortrinnsrettsemisjonen er NOK 26 per Nye Egenkapitalbevis. Tegningskursen
innebærer en rabatt på ca 33,67 % i forhold til Egenkapitalbevisenes sluttkurs på NOK 39,2 per
Egenkapitalbevis på Oslo Børs den 5. mars 2012, og en rabatt på 28,09 % i forhold til
Egenkapitalbevisenes teoretiske åpningskurs uten tegningsretter på NOK 36,15 (“TERP”), beregnet på
grunnlag av sluttkursen på Oslo Børs den 5. mars 2012, begge justert for utdeling av utbytte på NOK
2,0 per Egenkapitalbevis.
4.1.6 Tegningsperiode
Tegningsperioden i Fortrinnsrettsemisjonen løper fra 12. mars 2012 til 26. mars 2012 kl 17.30 (norsk
tid). Tegningsperioden kan ikke forlenges.
4.1.7 Utskriftsdato
Eksisterende Egenkapitalbeviseiere per utløpet av 6. mars 2012 (Skjæringsdatoen), slik dette
fremgår av Sparebankens register over Egenkapitalbeviseiere i VPS per utløpet av 9. mars 2012
(Utskriftsdatoen) vil motta Tegningsretter.
4.1.8 Tegningsretter
Eksisterende Egenkapitalbeviseiere vil bli tildelt Tegningsretter som gir fortrinnsrett til å tegne og bli
tildelt Nye Egenkapitalbevis i Fortrinnsrettsemisjonen. Hver Eksisterende Egenkapitalbeviseier vil
motta 3 Tegningsretter for hvert 10. Egenkapitalbevis i Sparebanken som er registrert på
vedkommende Eksisterende Egenkapitalbeviseier per utløpet av Skjæringsdatoen slik dette er
registrert i VPS på Utskriftsdatoen. Antallet Tegningsretter tildelt den enkelte Eksisterende
Egenkapitalbeviseier vil bli rundet ned til nærmeste hele Tegningsrett. Hver Tegningsrett vil, betinget
av gjeldende verdipapirlovgivning, gi rett til å tegne og bli tildelt ett Nytt Egenkapitalbevis i
Fortrinnsrettsemisjonen.
Tegningsrettene vil bli overført til de Eksisterende Egenkapitalbeviseiernes VPS-kontoer rundt 12.
mars 2012 og vil ha ISIN NO 001 0637770. Tegningsrettene vil bli tildelt Eksisterende
Egenkapitalbeviseiere vederlagsfritt.
Tegningsrettene kan benyttes til å tegne Nye Egenkapitalbevis i Fortrinnsrettsemisjonen før utløpet
av Tegningsperioden den 26. mars 2012 kl 17.30 (norsk tid) eller selges før handelsslutt på Oslo Børs
den 26. mars 2012. Ervervede Tegningsretter vil gi samme rett til å tegne og bli tildelt Nye
Egenkapitalbevis som Tegningsretter eid av Eksisterende Egenkapitalbeviseiere på bakgrunn av
egenkapitalbevisbeholdning per utløpet av Skjæringsdatoen.
Tegningsrettene, inkludert ervervede Tegningsretter, må benyttes til å tegne nye
Egenkapitalbevis før utløpet av Tegningsperioden (dvs. 26. mars 2012 kl 17.30 (norsk tid)
46

SpareBank 1 SMN - Prospectus
eller selges før handelsslutt på Oslo Børs den 26. mars 2012. Tegningsretter som ikke er
solgt før handelsslutt på Oslo Børs den 26. mars 2012, eller utøvd før kl 17.30 (norsk tid)
den 26. mars 2012, vil være uten verdi og vil bortfalle uten noen form for kompensasjon til
eieren. Vennligst bemerk at en eier av Tegningsretter (enten de er tildelte eller ervervede)
må følge prosedyrene beskrevet i dette Prospektet ved tegning av Nye Egenkapitalbevis.
Tegningsretter tilhørende Eksisterende Egenkapitalbeviseiere som bor i jurisdiksjoner hvor Prospektet
ikke kan distribueres og/eller med lovgivning som, etter Sparebankens vurdering, forbyr eller på
annen måte begrenser retten til å tegne Nye Egenkapitalbevis (“Diskvalifiserte
Egenkapitalbeviseiere”), vil bli overført til slike Diskvalifiserte Egenkapitalbeviseieres VPS-kontoer.
Slik overføring utgjør ikke noe tilbud til Diskvalifiserte Egenkapitalbeviseiere. Sparebanken vil ikke
foreta seg noe for å informere slike Diskvalifiserte Egenkapitalbeviseiere om Fortrinnsrettsemisjonen.
Vennligst se punkt 4.1.12 (”Finansielle mellommenn”) nedenfor for en beskrivelse av de prosedyrer
som gjelder for Tegningsretter som eies av Diskvalifiserte Egenkapitalbeviseiere gjennom finansielle
mellommenn.
4.1.9 Handel i Tegningsretter
Tegningsrettene vil være fritt omsettelige og notert på Oslo Børs med ticker “MING T” fra 12. mars
2012 til handelsslutt på Oslo Børs 26. mars 2012.
Personer som ønsker å handle i Tegningsretter, bør være oppmerksomme på at utøvelse av
Tegningsretter for innehavere som er hjemmehørende i jurisdiksjoner utenfor Norge, kan være
underlagt begrensninger eller forbud i henhold til gjeldende verdipapirlovgivning. Vennligst se kapittel
23 (“Restrictions on Sale and Transfer”) for en beskrivelse av slike begrensninger og forbud.
4.1.10 Tegningsprosedyrer og Tegningsteder for Fortrinnsrettsemisjonen
Nye Egenkapitalbevis må tegnes ved å innlevere en korrekt utfylt Tegningsblankett til
Tegningsstedene for Fortrinnsrettsemisjonen i Tegningsperioden, eller, for norske statsborgere, over
internett som nærmere beskrevet nedenfor.
Eksisterende Egenkapitalbeviseiere vil motta Tegningsblanketter med informasjon om antall
Tegningsretter tildelt dem og enkelte andre opplysninger knyttet til deres
egenkapitalbevisbeholdning.
Tegnere som ikke er Eksisterende Egenkapitalbeviseiere, må tegne Nye Egenkapitalbevis på en
Tegningsblankett i den form som er inntatt i vedlegg 2 “Subscription Form for the Rights Offering”
eller vedlegg 3 “Norwegian Language Subscription Form for the Rights Offering”. Eksisterende
Egenkapitalbeviseiere kan også velge å benytte en av disse Tegningsblankettene.
Korrekt utfylte Tegningsblanketter må være mottatt av et av Tegningsstedene for
Fortrinnsrettsemisjonen senest kl 17.30 (norsk tid) 26. mars 2012 på følgende adresse eller
telefaksnummer:
47

Sparebank 1 Markets AS
Olav vs gate 5
P.O. Box 1398 Vika
N-0114 Oslo
Norway
Tel.: +47 24 14 74 00
Fax: +47 24 14 74 01
SpareBank 1 SMN - Prospectus
SpareBank 1 SMN Markets
Søndre gate 4
P.O. Box 4796 Sluppen
N-7467 Trondheim
Norway
Tel.: +47 73 58 65 70
Fax: +47 73 58 64 48
48
Swedbank First Securities
Filipstad Brygge 1
P.O. Box 1441 Vika
0250 Oslo
Norway
Tel.: +47 23 23 80 00
Fax: +47 23 23 80 11
Tegnere som er norske statsborgere, kan også tegne Nye Egenkapitalbevis gjennom VPS’
online tegningssystem (eller ved å følge linken på www.sb1markets.no, www.smn.no/info
eller www.first.no som vil viderekoble tegneren til VPS’ tegningssystem via internett). Alle
som tegner Nye Egenkapitalbevis over internett, må bekrefte at de er norske statsborgere ved å
legge inn sitt personnummer.
Verken Sparebanken, den Globale Koordinatoren eller Medtilretteleggerene kan holdes ansvarlige for
forsinkelser i postgangen, utilgjengelige telefakslinjer, internettlinjer eller servere eller andre
logistiske eller tekniske problemer som kan resultere i at Tegningsstedene ikke mottar tegninger i tide
eller overhodet. Sparebanken eller Tegningsstedene kan etter eget skjønn og uten underretning til
tegneren velge å forkaste Tegningsblanketter som mottas etter utløpet av Tegningsperioden, og/eller
Tegningsblanketter som er ufullstendige eller inneholder feil, og tegninger som kan være ulovlige.
Tegninger er bindende og ugjenkallelige og kan ikke trekkes tilbake, annulleres eller endres av
tegneren etter at de er mottatt av Tegningsstedene. Tegneren er ansvarlig for riktigheten av den
informasjonen som fylles inn i Tegningsblanketten. Ved å signere og innlevere en Tegningsblankett
bekrefter tegneren å ha lest dette Prospektet og å være berettiget til å tegne Nye Egenkapitalbevis på
de vilkår som her er fastsatt.
Det gjelder ikke noe minimumsbeløp for tegninger i Fortrinnsrettsemisjonen. Overtegning (dvs.
tegning av flere Nye Egenkapitalbevis enn det antallet Tegningsretter tegneren innehar, berettiger
tegneren til å få tildelt) og tegning uten Tegningsretter vil være tillatt, men det kan ikke gis noen
garanti for at Nye Egenkapitalbevis vil bli tildelt på bakgrunn av slike tegninger.
Flere tegninger fra samme tegner (dvs. tegninger på mer enn én Tegningsblankett) er
tillatt. Vennligst merk at to separate Tegningsblanketter innlevert av den samme tegneren
hvor det er tegnet et tilsvarende antall Nye Egenkapitalbevis i begge Tegningsblankettene,
kun vil telles én gang, med mindre noe annet er uttrykkelig presisert i én av
Tegningsblankettene. Ved flere tegninger gjennom VPS’ tegningssystem over internett
eller ved tegninger som både gjøres på en Tegningsblankett og gjennom VPS’ internett-
tegningssystem, vil samtlige tegninger telle.
4.1.11 Obligatoriske hvitvaskingsprosedyrer
Fortrinnsrettsemisjonen omfattes av hvitvaskingsloven av 6. mars 2009 nr. 11 og
hvitvaskingsforskriften av 13. mars 2009 nr. 302 (samlet benevnt “Hvitvaskingslovgivningen”).
Alle tegnere som ikke er registrert som eksisterende kunder av Tegningsstedet han/hun
sender/leverer Tegningsblanketten til, må bekrefte sin identitet overfor det relevante Tegningsstedet i
samsvar med kravene i Hvitvaskingslovgivningen, med mindre et unntak kommer til anvendelse.
Tegnere som i Tegningsblanketten har angitt en eksisterende norsk bankkonto og en eksisterende
VPS-konto, er unntatt fra kravet dersom samlet tegningsbeløp er lavere enn NOK 100.000, med
mindre Tegningsstedet krever at identiteten bekreftes. Slik legitimering må være foretatt innen
utløpet av Tegningsperioden. Tegnere som ikke har fullført den påkrevde identitetsbekreftelsen før
utløpet av Tegningsperioden, vil ikke bli tildelt Nye Egenkapitalbevis.

SpareBank 1 SMN - Prospectus
Deltakelse i Fortrinnsrettsemisjonen er betinget av at tegneren har en VPS-konto. VPS-
kontonummeret må angis i Tegningsblanketten. VPS-kontoer kan opprettes hos autoriserte VPS-
kontoførere, som kan være norske banker, autoriserte verdipapirforetak i Norge, samt norsk avdeling
av kredittinstitusjon etablert innenfor EØS. Utenlandske investorer kan imidlertid benytte VPS-
kontoer registrert i en forvalters navn. Forvalteren må være autorisert av Finanstilsynet. Opprettelse
av VPS-konto er i henhold til Hvitvaskingslovgivningen betinget av identitetsbekreftelse overfor VPS-
kontofører.
I samsvar med verdipapirhandelloven må hvert Tegningssted kategorisere alle nye kunder i en av tre
kundekategorier. Alle Tegnere som ikke er eksisterende kunder av det relevante Tegningsstedet vil bli
kategorisert som ikke-profesjonelle kunder med mindre de sender en skriftlig henvendelse til
Tegningsstedet for å bli omklassifisert. Tegningsstedet vil behandle Tegningen som en
engangsinstruks om gjennomføring av ordre, siden Tegningsstedet ikke har tilstrekkelig kunnskap til
å vurdere hvorvidt Tegningen av de Tilbudte Egenkapitalbevisene er passende eller ikke for Tegneren.
4.1.12 Finansielle mellommenn
Fysiske eller juridiske personer som eier Egenkapitalbevis eller Tegningsretter gjennom finansielle
mellommenn (dvs. meglere og forvaltere), må lese dette avsnittet. Alle spørsmål vedrørende
tidspunktet for, gyldigheten av og formen på instrukser som gis til en finansiell mellommann i
forbindelse med utøvelse, salg eller kjøp av Tegningsretter, avgjøres av den finansielle
mellommannen i samsvar med dennes normale kundebehandlingsprosedyrer, eller i henhold til
underretning sendt til den enkelte egenkapitalbeviseier.
Sparebanken er ikke ansvarlig for handlinger eller unnlatelser foretatt av finansielle mellommenn som
Sparebankens Egenkapitalbeviseiere eier Egenkapitalbevis gjennom.
4.1.12.1 Tegningsretter
Dersom en Eksisterende Egenkapitalbeviseier eier Egenkapitalbevis registrert på en finansiell
mellommann per utløpet av Skjæringsdatoen slik dette fremgår på Utskriftsdatoen, vil den finansielle
mellommannen normalt gi den aktuelle Eksisterende Egenkapitalbeviseieren opplysninger om det
totale antallet Tegningsretter som den Eksisterende Egenkapitalbeviseieren er berettiget til. Den
aktuelle finansielle mellommannen vil normalt gi den enkelte Eksisterende Egenkapitalbeviseier denne
informasjonen i henhold til sine normale kundebehandlingsprosedyrer. Eksisterende
Egenkapitalbeviseiere som eier Egenkapitalbevis gjennom en finansiell mellommann, bør kontakte sin
finansielle mellommann dersom de ikke har mottatt slik informasjon i forbindelse med
Fortrinnsrettsemisjonen.
Eksisterende Egenkapitalbeviseiere som eier Egenkapitalbevis gjennom en finansiell mellommann,
kan, betinget av gjeldende rett, instruere den finansielle mellommannen om å selge noen av eller alle
Tegningsrettene tilhørende den aktuelle Eksisterende Egenkapitalbeviseieren, eller om å kjøpe
ytterligere Tegningsretter på den aktuelle Eksisterende Egenkapitalbeviseierens vegne. Vennligst se
kapittel 23 (“Restrictions on Sale and Transfer”) for en beskrivelse av visse begrensninger i retten til,
og forbud mot, å kjøpe og selge Tegningsretter i enkelte jurisdiksjoner utenfor Norge.
Eksisterende Egenkapitalbeviseiere som eier Egenkapitalbevis gjennom en finansiell mellommann, og
som er Diskvalifiserte Egenkapitalbeviseiere, vil ikke være berettiget til å utøve sine Tegningsretter,
men kan, betinget av gjeldende rett, instruere sin finansielle mellommann om å selge de aktuelle
Tegningsrettene. Som beskrevet i punkt 4.1.8 (”Tegningsretter”), vil verken Sparebanken, eller
Tegningsstedene selge Tegningsretter overført til finansielle mellommenn.
49

SpareBank 1 SMN - Prospectus
4.1.12.2 Tegningsperiode og periode for handel i Tegningsretter
Fristen for å gi instruks til en finansiell mellommann om tegning av Nye Egenkapitalbevis kan være
tidligere enn utløpet av Tegningsperioden. Det samme gjelder for instrukser for omsetning av
Tegningsretter og den siste handelsdagen for slike retter (som følgelig vil være en frist tidligere enn
handelsslutt på Oslo Børs den 26. mars 2012). Slike frister vil avhenge av den finansielle
mellommannen. Eksisterende Egenkapitalbeviseiere som eier Egenkapitalbevis gjennom en finansiell
mellommann, rådes til å kontakte sin finansielle mellommann dersom de er i tvil med hensyn til
frister.
4.1.12.3 Tegning
En Eksisterende Egenkapitalbeviseier som ikke er en Diskvalifisert Egenkapitalbeviseier, og som eier
sine Tegningsretter gjennom en finansiell mellommann og ønsker å utøve Tegningsrettene, bør
instruere den finansielle mellommannen i henhold til instruksene mottatt fra vedkommende. Den
finansielle mellommannen har ansvar for å innhente instrukser for utøvelse fra de Eksisterende
Egenkapitalbeviseierne og for å informere Tegningsstedene om disse instruksene.
En fysisk eller juridisk person som har ervervet Tegningsretter som eies gjennom en finansiell
mellommann, bør kontakte den aktuelle finansielle mellommannen for å få instrukser om hvordan
Tegningsrettene skal utøves.
Vennligst se kapittel 23 (“Restrictions on Sale and Transfer”) for en beskrivelse av enkelte
begrensninger og forbud knyttet til utøvelsen av Tegningsretter i enkelte jurisdiksjoner utenfor Norge.
4.1.12.4 Betalingsmåte
En Eksisterende Egenkapitalbeviseier som eier Tegningsretter gjennom en finansiell mellommann, må
betale Tegningskursen for de Nye Egenkapitalbevisene vedkommende får tildelt, i henhold til
instruksene mottatt fra den finansielle mellommannen. Den finansielle mellommannen må betale
Tegningskursen i henhold til instruksene i Prospektet. Betaling for de Nye Egenkapitalbevisene må
gjøres til SpareBank 1 Markets AS før eller på Betalingsdatoen. Det kan derfor bli stilt krav om at den
finansielle mellommannen må ha mottatt betalingen før Betalingsdatoen.
4.1.13 Tildeling av Nye Egenkapitalbevis
Tildeling av Nye Egenkapitalbevis vil skje rundt 30. mars 2012 i henhold til følgende kriterier:
(i) Det vil bli tildelt Nye Egenkapitalbevis til tegnere på grunnlag av tildelte og ervervede
Tegningsretter som er gyldig utøvd i løpet av Tegningsperioden. Hver Tegningsrett vil gi rett
til å tegne og bli tildelt ett Nytt Egenkapitalbevis i Fortrinnsrettsemisjonen.
(ii) Dersom ikke alle Tegningsrettene benyttes, vil tegnere som har tegnet på grunnlag av
Tegningsretter, og som har overtegnet, få tildelt ytterligere Nye Egenkapitalbevis
forholdsmessig basert på det antall Tegningsretter hver av dem har benyttet. I den
utstrekning forholdsmessig tildeling ikke er mulig, vil Sparebanken foreta tildeling etter
loddtrekning.
(iii) Nye Egenkapitalbevis som ikke er tildelt i henhold til (i) og (ii) ovenfor, vil bli tildelt tegnere
som ikke innehar Tegningsretter. Tildeling vil bli forsøkt gjort forholdsmessig basert på de
respektive tegningsbeløp.
(iv) Nye Egenkapitalbevis som ikke er tildelt i henhold til (i), (ii) og (iii) ovenfor, vil bli tegnet av
og tildelt Garantistene, eller investorer utpekt av Garantistene, basert på og i henhold til de
respektive garantiforpliktelser.
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Det vil ikke bli tildelt brøkdeler av Nye Egenkapitalbevis. Selskapet forbeholder seg retten til å runde
av, se bort fra eller redusere enhver tegning av Nye Egenkapitalbevis som ikke er dekket av
Tegningsretter.
Tildeling av færre Nye Egenkapitalbevis enn det tegnede antallet påvirker ikke tegnerens forpliktelse
til å betale for de tildelte Nye Egenkapitalbevisene.
Resultatet av Fortrinnsrettsemisjonen forventes å bli publisert rundt 30. mars 2012 gjennom en
børsmelding fra Sparebanken lagt ut gjennom Oslo Børs’ informasjonssystem og på Sparebankens
internettside (www.smn.no). Melding om tildelte Nye Egenkapitalbevis og det korresponderende
tegningsbeløpet som skal betales av den enkelte tegner, forventes å bli gitt i brev fra Tegningstedene
rundt 30. mars 2012. Tegnere som har tilgang til investortjenester gjennom sin VPS-kontofører, vil
kunne finne det antallet Nye Egenkapitalbevis tildelt dem fra kl 13.00 (norsk tid) den 30. mars 2012.
Tegnere som ikke har tilgang til investortjenester gjennom sin VPS-kontofører, kan kontakte et av
Tegningsstedene fra kl 13.00 (norsk tid) den 30. mars 2012 for å få informasjon om antallet Nye
Egenkapitalbevis tildelt dem.
4.1.14 Betaling for Nye Egenkapitalbevis
Oppgjør for Nye Egenkapitalbevis tildelt en tegner forfaller til betaling på Betalingsdatoen (3. april
2012). Betaling må skje i henhold til prosedyrene beskrevet nedenfor.
4.1.14.1 Tegnere som har norsk bankkonto
Tegnere som har norsk bankkonto, må gi SpareBank 1 Markets AS en ugjenkallelig engangsfullmakt
til å belaste en spesifisert bankkonto i en norsk bank for det beløp som skal betales for de Nye
Egenkapitalbevisene tildelt tegneren, og vil gjøre dette ved å signere Tegningsblanketten.
Den spesifiserte bankkontoen forventes å bli belastet på eller etter Betalingsdatoen. SpareBank 1
Markets AS har bare fullmakt til å belaste kontoen én gang, men forbeholder seg retten til å gjøre
inntil tre debiteringsforsøk, og fullmakten vil være gyldig i inntil syv virkedager etter Betalingsdatoen.
Tegneren gir videre SpareBank 1 Markets AS fullmakt til å innhente bekreftelse fra tegnerens bank på
at tegneren har disposisjonsrett over den spesifiserte kontoen, samt på at det er tilstrekkelige midler
på kontoen til å dekke betalingen.
Dersom det ikke er tilstrekkelige midler på en tegners bankkonto, eller dersom det av andre grunner
ikke er mulig å debitere kontoen når et debiteringsforsøk gjøres i henhold til fullmakten fra tegneren,
vil tegnerens betalingsforpliktelse bli ansett for å være misligholdt.
4.1.14.2 Tegnere som ikke har norsk bankkonto
Tegnere som ikke har norsk bankkonto, må sørge for at betaling for Nye Egenkapitalbevis tildelt dem
skjer med tilgjengelige midler på eller før Betalingsdatoen.
Tegneren må kontakte SpareBank 1 Markets AS eller et av de andre Tegningsstedene i forkant av slik
betaling for ytterligere detaljer og instrukser.
4.1.14.3 Forsinket betaling
Forsinket betaling belastes med gjeldende forsinkelsesrente i henhold til forsinkelsesrenteloven av
17.desember 1976 nr. 100, for tiden 8,75 % p.a. Dersom en tegner ikke oppfyller betalingsvilkårene,
vil de Nye Egenkapitalbevisene, med de begrensninger som følger av Finansieringsvirksomhetsloven §
2b-13 jfr. Allmennaksjeloven § 10-12(4), og etter Betalingsgarantistens valg, ikke bli levert til
tegneren.
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I henhold til en avtale om betalingsgaranti inngått mellom Sparebanken og SpareBank 1 Markets AS
(i egenskap av Betalingsgarantist) vil Betalingsgarantisten, i henhold til vilkårene for
betalingsgarantiavtalen, betale den 10. april 2012 det tegningsbeløp som ikke er betalt på
forfallstidspunktet av tegnerne i Fortrinnsrettsemisjonen, begrenset oppad til et maksimumsbeløp på
NOK 150 millioner, for å sikre rettidig registrering av kapitalforhøyelsen knyttet til de Nye
Egenkapitalbevisene i Foretaksregisteret. Dersom det tegningsbeløp som ikke er betalt av tegnerne
overstiger maksimumsbeløpet på NOK 150 millioner, skal betalingsdatoen for Betalingsgarantistens
betaling forskyves til innen kl 10.00 første virkedag etter at slikt ubetalt tegningsbeløp er redusert til
et beløp som er mindre eller lik maksimumsbeløpet. Betalingsgarantistens forpliktelse til å foreta
betaling i henhold til garantiforpliktelsen forutsetter at følgende vilkår er tilfredsstillende oppfylt med
mindre Betalingsgarantisten har frafalt vilkårene skriftlig:
(a) At det ikke er gjort endringer i vilkårene i Fortrinnsrettsemisjonen sammenlignet med
det som fremkommer i Prospektet som er av betydning for Betalingsgarantien;
(b) Betaling fra investorer og/eller Tegningsgarantister som er tildelt Nye
Egenkapitalbevis i Fortrinnsrettsemisjonen for et samlet beløp som minst tilsvarer
bruttoprovenyet på NOK 740.406.420 minus garantibeløpet på NOK 150 millioner;
(c) Sparebanken har i det alt vesentlige oppfylt alle vilkår og oppfylt alle sine forpliktelser
i denne Betalingsgarantien per Betalingsdagen;
(d) Sparebanken har fattet alle nødvendige beslutninger og fått alle relevante
godkjennelser for gjennomføring av Fortrinnsrettsemisjonen og notering av de Nye
Egenkapitalbevisene på Oslo Børs;
(e) I perioden frem til offentliggjøring av prospekt for Fortrinnsrettsemisjonen skal det
ikke, verken nasjonalt eller internasjonalt, ha inntrådt vesentlige endringer i de
politiske, økonomiske og/eller finansielle forhold som etter Betalingsgarantistens
rimelig vurdering med overveiende sannsynlighet vil vesentlig redusere mulighetene
for å gjennomføre en vellykket Fortrinnsrettsemisjon, herunder etterfølgende salg av
egenkapitalbevis i annenhåndsmarkedet;
(f) I perioden frem til utløpet av tegningsperioden for Fortrinnsrettsemisjonen skal (i)
Sparebankens utestående egenkapitalbevis ikke ha blitt strøket eller suspendert fra
notering på Oslo Børs i medhold av Børslovens § 25 eller (ii) det ikke ha blitt innført
vesentlige restriksjoner i handelen av egenkapitalinstrumenter på Oslo Børs, London
Stock Exchange eller New York Stock Exchange;
(g) I perioden frem til utløpet av tegningsperioden for Fortrinnsrettsemisjonen skal det
ikke i Prospektet eller i andre offentliggjøringer til markedet, ha blitt avdekket
vesentlige forhold om Sparebanken og Sparebankens drift og virksomhet som
relaterer seg til perioden forut for signering på denne Betalingsgarantierklæring og
som etter Betalingsgarantistens rimelige vurdering må anses å utgjøre en vesentlig
negativ endring av forutsetningene for Fortrinnsrettsemisjonen som gjør det
utilrådelig å gjennomføre Fortrinnsrettsemisjonen; og
(h) at Betalingsgarantisten ikke har utøvet retten til oppsigelse som nevnt i neste avsnitt.
Vilkåret angitt i (e) er tilfredsstilt, mens vilkårene (a) – (d) og (f) - (h) fortsatt er gjenstand for
usikkerhet.
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SpareBank 1 SMN - Prospectus
Dersom ikke annet er skriftlig avtalt, opphører Betalingsgarantien automatisk den 10. juli 2012
dersom Betalingsdato ikke har inntruffet før denne dato. Betalingsgarantisten kan etter eget skjønn si
opp Betalingsgarantien med skriftlig varsel til Sparebanken dersom Betalingsgarantisten på
tidspunktet for eller før Registrering har blitt oppmerksom på noe av det følgende:
(a) at erklæringer gitt i Prospektet er uriktige eller misvisende og dette er av vesentlig
betydning for Betalingsgarantien;
(b) at Sparebanken ikke oppfyller alle garantier eller forpliktelser som fremkommer eller
som er gitt i denne Betalingsgarantien eller annen avtale eller forpliktelse som er
bindende for Sparebanken i forbindelse med Fortrinnsrettsemisjonen; og som må
anses å være av vesentlig betydning ved Fortrinnsrettemisjonen eller
(c) at noen av vilkårene nevnt i forrige avsnitt under punkt (a) – (h) ikke er oppfylt eller
er frafalt som angitt der.
Ikke-betalende tegnere vil være fullt ut ansvarlige for å betale det beløpet som skal betales for de
Nye Egenkapitalbevisene tildelt dem, uavhengig av slik betaling fra Betalingsgarantisten. Nye
Egenkapitalbevis tildelt slike tegnere vil bli overført til en VPS-konto som disponeres av SpareBank 1
Markets AS, og vil bli overført til den ikke-betalende tegneren når tegningsbeløpet for de aktuelle Nye
Egenkapitalbevisene mottas. Sparebanken og Betalingsgarantisten forbeholder seg imidlertid retten til
å selge eller selv overta de Nye Egenkapitalbevisene uten videre underretning til tegneren fra og med
den fjerde dagen etter Betalingsdatoen i henhold til Finansieringsvirksomhetsloven § 2b-23 jfr.
Allmennaksjeloven § 10-12 (4), dersom betaling ikke er mottatt den tredje dagen etter
Betalingsdatoen. Dersom de Nye Egenkapitalbevisene selges på vegne av tegneren, vil tegneren være
ansvarlig for ethvert tap, samt kostnader, gebyrer og utgifter, pådratt av Sparebanken og/eller
Betalingsgarantisten som følge av eller i tilknytning til slik overdragelse. Sparebanken og/eller
Betalingsgarantisten kan inndrive betaling for ethvert utestående beløp innenfor rammene av
gjeldende norsk rett.
Betalingsgarantisten skal motta en garantikommisjon på 0,10% av det beløpet som er garanterte
under betalingsgarantiavtalen.
4.1.15 Levering av de Nye Egenkapitalbevisene
Sparebanken forventer at kapitalforhøyelsen knyttet til Fortrinnsrettsemisjonen vil bli registrert i
Foretaksregisteret rundt 11. april 2012, og at de Nye Egenkapitalbevisene vil bli levert til VPS-
kontoene til de tegnerne som har fått dem tildelt, rundt samme dag. Siste frist for registrering av
kapitalforhøyelsen knyttet til Fortrinnsrettsemisjonen i Foretaksregisteret, og dermed den påfølgende
leveringen av de Nye Egenkapitalbevisene, er, i henhold til relevant lovgivning, tre måneder fra
utløpet av Tegningsperioden (dvs. 26. juni 2012). Dersom vilkårene for gjennomføring av
Fortrinnsrettsemisjonen (se kapittel 4.1.3 ”Vilkår for gjennomføring av Fortrinnsrettemisjonen”) ikke
er oppfylt innen utløpet av nevnte tremånedersperiode vil enhver betaling for Nye Egenkapitalbevis
av tegnere bli tilbakeført uten rentekompensasjon eller annen kompensasjon.
4.1.16 Notering av de Nye Egenkapitalbevisene
Egenkapitalbevisene er notert på Oslo Børs med ticker “MING”.
De Nye Egenkapitalbevisene som utstedes i Fortrinnsrettsemisjonen vil bli notert på Oslo Børs så
snart kapitalforhøyelsen knyttet til Fortrinnsrettsemisjonen er registrert i Foretaksregisteret, og de
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Nye Egenkapitalbevisene er registrert i VPS. Det forventes at dette vil skje rundt 11. april 2012.
Noteringen av de Nye Egenkapitalbevisene på Oslo Børs forventes å skje på eller rundt 12. april 2012.
De Nye Egenkapitalbevisene kan ikke overføres eller omsettes før de er betalt i sin helhet og de
nevnte registreringer i Foretaksregisteret og VPS har funnet sted.
4.1.17 Rettigheter knyttet til de Nye Egenkapitalbevisene
De Nye Egenkapitalbevisene som utstedes i Fortrinnsrettsemisjonen vil være ordinære
Egenkapitalbevis i Sparebanken, hver pålydende NOK 20, og vil bli utstedt elektronisk i VPS.
De Nye Egenkapitalbevisene vil være likestilte i enhver henseende med de eksisterende
Egenkapitalbevisene i Sparebanken og vil gi fulle rettigheter fra registreringen av kapitalforhøyelsen
knyttet til Fortrinnsrettsemisjonen i Foretaksregisteret. De Nye Egenkapitalbevisene vil gi rett til å
motta utbytte som Sparebanken måtte vedta etter nevnte registrering. Vennligst se kapittel 19
(”Equity Certificates and Equity Certificate Holder Matters”) for en mer detaljert fremstilling av
rettigheter knyttet til Egenkapitalbevisene, samt kapittel 13 (”Dividend and Dividend Policy”) for en
fremstilling av forhold knyttet til utbytte og utbyttepolitikk.
4.1.18 VPS-registrering
Tegningsrettene vil være registrert i VPS med ISIN NO 001 0637770. De Nye Egenkapitalbevisene vil
bli registrert i VPS med samme ISIN som de eksisterende Egenkapitalbevisene, dvs. ISIN NO 000
6390301.
Selskapets kontofører i VPS er SpareBank 1 SMN, Verdipapirservice, Søndre gate 4, 7011 Trondheim,
Norge.
4.1.19 Tegningsgaranti
Garantistene og Sparebanken inngikk Garantiavtalen den 30. januar 2012, hvoretter Garantistene,
hver for seg og begrenset til sine respektive garanterte beløp, har forpliktet seg til å garantere
tegning av et samlet beløp
Garantistene har, begrenset til deres respektive garanterte beløp inntatt i tabellen nedenfor, forpliktet
seg til å tegne og betale for Nye Egenkapitalbevis som ikke er tegnet i løpet av Tegningsperioden, før
eller på Betalingsdatoen:
54

Garantist
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Navn Adresse
55
Garantert beløp
(NOK) % (ca.)
SpareBank1 Markets AS Olav Vs gate 5, 0114 Oslo, Norge 117.100.000 15,61%
Swedbank AB, Norway Branch Fillipstad Brygge 1, 0115 Oslo, Norge 200.000.000 26,67%
Samarbeidende Sparebanker AS Pb. 188, 3901 Porsgrunn, Norge 70.000.000 9,33%
Sparebanken Hedmark Strandgata 15, 2302 Hamar, Norge 70.000.000 9,33%
SpareBank 1 Nord-Norge Storgata 65, 9298 Tromsø, Norge 70.000.000 9,33%
SpareBank 1 SR-Bank Pb. 250, 4066 Stavanger, Norge 70.000.000 9,33%
Reitan Gruppen AS Pb. 1840, 7440 Trondheim, Norge 54.000.000 7,20%
Odin Norge Dr. Mauds gt. 11, 0250 Oslo, Norge 43.000.000 5,73%
Aker ASA Pb. 1423 Vika, 0115 Oslo, Norge 11.850.000 1,58%
The Resource Group TRG AS Pb. 1423 Vika, 0115 Oslo, Norge 10.750.000 1,43%
Rasmussengruppen AS Kirkegaten 1, 4661 Kristiansand s., Norge 16.800.000 2,24%
Vind LV AS Parkveien 55, 0201 Oslo, Norge 16.500.000 2,20%
Totalt .............................................................................................................
750.000.000 100%
Garantistenes forpliktelser til å tegne og betale for de Nye Egenkapitalbevisene tildelt dem i henhold
til Garantiavtalen er betinget av visse sedvanlige vilkår. Vilkårene er som følger:
(a) Sparebanken har innen 1. februar 2012 fått etablert gyldige garantierklæringer for et
garantibeløp som samlet tilsvarer minst 100 % av bruttoprovenyet i
Fortrinnsrettsemisjonen.
(b) Sparebankens revisor skal innen 25. februar 2012 ha avgitt ren revisjonsberetning for
årsregnskapet for Sparebanken for 2011;
(c) Den juridiske selskapsgjennomgang (due diligence) av Sparebanken skal være fullført
innen 25. februar 2012 og skal ikke ha avdekket vesentlig negative forhold som ikke
var offentliggjort eller på annen måte kjent for Garantistene på tidspunktet for
ikrafttredelse av garantien;
(d) Med unntak for endelig godkjennelse fra Finanstilsynet med hensyn til forhøyelsen av
eierandelskapitalen og vedtektsendringen, har Sparebanken innen første dag av
tegningsperioden for Fortrinnsrettsemisjonen fått alle relevante godkjennelser for
gjennomføring av Fortrinnsrettsemisjonen fra Oslo Børs og Finanstilsynet;
(e) I perioden fra ikrafttredelse og frem til offentliggjøring av prospekt for
Fortrinnsrettsemisjonen skal det ikke, verken nasjonalt eller internasjonalt, ha
inntrådt vesentlige endringer i de politiske, økonomiske og/eller finansielle forhold
som etter Garantistens rimelig vurdering med overveiende sannsynlighet vil vesentlig
redusere mulighetene for å gjennomføre en vellykket Fortrinnsrettsemisjon, herunder
etterfølgende salg av egenkapitalbevis i annenhåndsmarkedet;
(f) I perioden fra ikrafttredelse og frem til utløpet av tegningsperioden for
Fortrinnsrettsemisjonen skal (i) Sparebankens utestående egenkapitalbevis ikke ha
blitt strøket eller suspendert fra notering på Oslo Børs i medhold av Børslovens § 25
eller (ii) det ikke ha blitt innført vesentlige restriksjoner i handelen av

SpareBank 1 SMN - Prospectus
egenkapitalinstrumenter på Oslo Børs, London Stock Exchange eller New York Stock
Exchange;
(g) I perioden fra ikrafttredelse og frem til utløpet av tegningsperioden for
Fortrinnsrettsemisjonen skal det ikke i Prospektet eller i andre offentliggjøringer til
markedet, ha blitt avdekket vesentlige forhold om Sparebanken og Sparebankens
drift og virksomhet som relaterer seg til perioden forut for signering på garantiavtalen
og som etter Garantistens rimelige vurdering må anses å utgjøre en vesentlig negativ
endring av forutsetningene for Fortrinnsrettsemisjonen som gjør det utilrådelig å
gjennomføre Fortrinnsrettsemisjonen.
Vilkårene angitt i (a) – (e) er tilfredsstilte, mens vilkårene (f) og (g) fortsatt er gjenstand for
usikkerhet.
Garantistene kan terminere Garantiavtalen på ethvert tidspunkt forut for deres tegning av ikke-
tildelte Nye Egenkapitalbevis dersom (i) Sparebanken er i vesentlig brudd med Garantiavtalen eller
tilsagn Sparebanken har gitt i relasjon til denne, eller (ii) vilkårene i Garantiavtalen ikke oppfylles
eller frafalles av Garantistene.
Garantiansvaret løper fra ikrafttredelse og frem til (i) Garantisten har innbetalt sitt eventuelle ansvar
etter Garantierklæringen, (ii) Sparebanken har bekreftet at Fortrinnsrettsemisjonen er fulltegnet slik
at Garantien ikke aktualiseres eller (iii) at Garantierklæringen har bortfalt som følge av at vilkårene
(a) – (g) ovenfor ikke er tilfredsstilte. Dersom Sparebanken ikke har fremmet påkrav om betaling
under Garantien innen 30. juni 2012, bortfaller garantiansvaret i sin helhet.
Dersom Garantiansvaret bortfaller og Fortrinnsrettsemisjonen ikke er fulltegnet, vil
Fortrinnsrettsemisjonen bli kansellert. Vennligst se punkt 4.1.3 (”Vilkår for gjennomføring av
Fortrinnsrettemisjonen”) ovenfor for en beskrivelse av konsekvensene av en kansellering av
Fortrinnsrettsemisjonen.
Den enkelte Garantist vil i henhold til Garantiavtalen og motta en garantiprovisjon på 1,25 % av det
beløpet vedkommende har garantert når Fortrinnsrettsemisjonen gjennomføres.
4.1.20 Nettoproveny og utgifter knyttet til Fortrinnsrettsemisjonen
Sparebanken vil dekke samtlige honorarer og utgifter knyttet til Fortrinnsrettsemisjonen, estimert til
ca NOK 26,1 millioner, hvor ca NOK 9,4 milloner av dette er garantiprovisjoner til Garantistene, som
beskrevet i punkt 4.1.19 (”Tegningsgaranti”), med tillegg av ca NOK 16,7 millioner i andre honorarer
og utgifter som skal betales til den Globale Koordinatoren og Medtilretteleggerne samt andre
kostnader og utgifter. Verken Sparebanken, den Globale Koordinatoren eller Medtilretteleggerne vil
belaste tegnerne i Fortrinnsrettsemisjonen for utgifter eller avgifter.
Nettoprovenyet fra Fortrinnsrettsemisjonen forventes å bli ca NOK 714,3 millioner. Overkursen vil bli
allokert til Sparebanken overkursfond.
4.1.21 Fysiske og juridiske personers interesser i Fortrinnsrettsemisjonen
SpareBank 1 Markets AS og Swedbank First Securities og deres tilknyttede selskaper har fra tid til
annen som ledd i sin ordinære virksomhet ytet, og kan i fremtiden komme til å yte,
investeringsrelaterte og kommersielle banktjenester til Sparebanken og dets tilnyttede selskaper, og
kan ha mottatt og kan komme til å fortsette å motta sedvanlige honorarer og provisjoner for slike
tjenester. Hver av SpareBank 1 Markets AS og Swedbank First Securities, deres ansatte og
tilknyttede selskaper kan eie Egenkapitalbevis i Sparebanken. Videre kan hver av SpareBank 1
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SpareBank 1 SMN - Prospectus
Markets og Swedbank First Securities deres ansatte og tilknyttede selskaper som investerer for egen
regning, motta Tegningsretter (dersom de er Eksisterende Egenkapitalbeviseiere), og benytte sin rett
til å utøve slike Tegningsretter og tegne Nye Egenkapitalbevis, og de kan videre beholde, kjøpe eller
selge Tegningsretter eller Nye Egenkapitalbevis eller andre verdipapirer i Sparebanken eller gjøre
andre investeringer for egen risiko i andre sammenhenger enn i forbindelse med
Fortrinnsrettsemisjonen. SpareBank 1 Markets AS og Swedbank First Securities vil ikke gi
underretning om omfanget av slike investeringer og transaksjoner utover det de har plikt til i henhold
til gjeldende rett.
SpareBank 1 SMN Markets er en del av SpareBank 1 SMN og opptrer som Medtilrettelegger i
forbindelse med Fortrinnsrettsemisjonen. SpareBank 1 SMN eier 6.388 egne Egenkapitalbevis i
Sparebanken og ansatte i SpareBank 1 SMN Markets eier 95.948 egne Egenkapitalbevis i
Sparebanken per Prospektets dato.
SpareBank 1 Markets AS eier ingen egne Egenkapitalbevis i Sparebanken og ansatte i SpareBank 1
Markets eier 5.203 egne Egenkapitalbevis i Sparebanken per Prospektets dato. Swedbank First
Securities eier ingen egne Egenkapitalbevis i Sparebanken og ansatte i Swedbank First Securities eier
47.630 egne Egenkapitalbevis i Sparebanken per Prospektets dato.
Ansatte hos den Globale Koordinatoren og de Ansvarlige Medtilretteleggerne er ikke forhindret fra å
tegne seg i fortrinnsrettsemisjonene, men får ingen fortrinnsrett i tildelingen.
4.1.22 Deltakelse i Fortrinnsrettsemisjonen - store Eksisterende Egenkapitalbeviseiere og
medlemmer av Sparebanken ledelse, tilsynsorganer og styrende organer
Sparebanken har ikke kjennskap til om store Egenkapitalbeviseiere i Sparebanken eller medlemmer
av Sparebankens ledelse, tilsynsorganer eller styrende organer har til hensikt å tegne Nye
Egenkapitalbevis i Fortrinnsrettsemisjonen, eller om noen person har til hensikt å tegne mer enn 5 %
av Fortrinnsrettsemisjonen.
4.1.23 Offentliggjøring av informasjon knyttet til Fortrinnsrettsemisjonen
I tillegg til pressemeldinger som vil bli lagt ut på Sparebankens internettside, vil Sparebanken benytte
Oslo Børs’ informasjonssystem for å offentliggjøre informasjon knyttet til Fortrinnsrettsemisjonen.
4.1.24 Gjeldende rett og tvisteløsning
Dette Prospektet, samtlige Tegningsblanketter og vilkårene for Fortrinnsrettsemisjonen skal være
underlagt og forstås i samsvar med norsk rett, og de Nye Egenkapitalbevisene vil bli utstedt i henhold
til norsk rett. Enhver tvist som måtte oppstå i forbindelse med dette Prospektet, Tegningsblankettene
eller Fortrinnsrettsemisjonen skal være eksklusivt underlagt norsk domsmyndighet, med Oslo som
verneting.
4.2 Ansatteemisjonen
4.2.1 Oversikt
Ansattesemisjonen er et tilbud fra Sparebanken om å utstede opp til 2.307.692 Nye Egenkapitalbevis
til en Tegningskurs på NOK 26 per Nye Egenkapitalbevis, for et samlet bruttoproveny på opp til NOK
59.999.992.
Hver Kvalifiserte Ansatt kan få tildelt opp til maksimalt 3.000 Nye Egenkapitalbevis i
Ansatteemisjonen.
Tegningssted for Ansatteemisjonen er SpareBank 1 SMN Markets, Verdipapirservice, Søndre Gate 4,
P.B. 4796 Sluppen, NO-7467 Trondheim, Norge (faks: +47 73 58 64 48).
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4.2.2 Vedtak om utstedelse av de Nye Egenkapitalbevisene
Den 6. mars 2012 traff Sparebankens representantskap følgende vedtak om å forhøye Sparebankens
vedtektsfestede eierandelskapital i forbindelse med Ansatteemisjonen:
(a) Den vedtektsfestede eierandelskapital forhøyes med minimum NOK 20 og maksimum NOK
46.153.840, ved utstedelse av minimum 1 og maksimum 2.307.692 nye egenkapitalbevis,
hvert pålydende NOK 20.
(b) Tegningskursen per egenkapitalbevis skal være NOK 26, og lik tegningskursen i
Fortrinnsrettsemisjonen. Innskuddet skal ytes i kontanter. Totalt emisjonsproveny vil
utgjøre minimum NOK 26 og maksimum NOK 59.999.992.
(c) Overkursen etter fradrag for emisjonskostnader overføres i sin helhet til overkursfondet.
(d) Egenkapitalbeviseiernes fortrinnsrett fravikes. Fast ansatte i uoppsagt stilling med 50
prosent og høyere stillingsandel per 1. mars 2012 i (i) sparebanken, (ii) sparebankens
datterselskaper hvor sparebanken eier mer enn 85 prosent av aksjene per 1. mars 2012,
samt (iii) i SpareBank 1 Bilplan AS og Berg Data AS kan tegne egenkapitalbevis i
Ansatteemisjonen. Retten til å tegne egenkapitalbevis i Ansatteemisjonen er personlig og
kan ikke omsettes eller på annen måte overdras til tredjepart.
(e) Tildeling av de nye egenkapitalbevisene foretas av sparebankens styre. Styret kan delegere
slik fullmakt til styrets leder og konsernsjef i fellesskap. Hver slik ansatt og tillitsvalgt som
kan tegne seg i Ansatteemisjonen i henhold til punkt (d) over kan maksimalt få tildelt 3.000
egenkapitalbevis i Ansatteemisjonen. Styret skal foreta forholdsmessig avkortning i tildeling
i den utstrekning det maksimale antall egenkapitalbevis som kan utstedes i henhold til punkt
(a) over ikke gir rom for full tildeling til hver av tegnerne. Tildeling er betinget av at
tegneren (i) har VPS-konto i sparebanken og (ii) avgir en erklæring om at
egenkapitalbevisene ikke skal kunne avhendes, pantsettes eller på annen måte forføyes
over før tidligst ett år etter at egenkapitalbevisene er registrert på tegnerens VPS-konto.
(f) Sparebanken skal utarbeide et prospekt som skal godkjennes av Finanstilsynet i forbindelse
med emisjonen. Egenkapitalbevisene skal tegnes i egen tegningsblankett for
Ansatteemisjonen.
(g) Tegningsperioden skal begynne 12. mars 2012 og avsluttes 26. mars 2012 kl. 17.30 (norsk
tid). Dersom prospektet ikke er godkjent i tide for å opprettholde denne tegningsperioden,
skal tegningsperioden begynne så snart som mulig etter godkjenning av prospektet og
avsluttes kl. 17.30 (norsk tid) to uker deretter.
(h) Frist for betaling av de nye egenkapitalbevisene er 3. april 2012, eller den sjette
handelsdagen på Oslo Børs etter tegningsperiodens utløp dersom tegningsperioden
forskyves i henhold til punkt (g) over. Ved tegning av egenkapitalbevis må den enkelte
tegner med norsk bankkonto ved påføring på tegningsblanketten gi SpareBank 1 SMN
engangsfullmakt til å belaste en oppgitt bankkonto i Norge for det tegningsbeløp som
tilsvarer det tildelte antall egenkapitalbevis. Ved tildeling vil det tildelte beløp bli belastet
tegnerens konto. Belastning vil skje på eller omkring fristen for betaling.
(i) De nye egenkapitalbevisene vil gi samme rettigheter som de eksisterende
egenkapitalbevisene og vil gi rettigheter i sparebanken fra tidspunktet for registrering av
kapitalforhøyelsen i Foretaksregisteret, inkludert rett til utbytte som vedtas etter
registreringen.
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SpareBank 1 SMN - Prospectus
(j) Vedtektenes § 2-2, første ledd endres til å reflektere ny vedtektsfestet eierandelskapital og
nytt antall egenkapitalbevis etter kapitalforhøyelsen.
(k) Gjennomføringen av kapitalforhøyelsen er betinget av at Finanstilsynet gir de nødvendige
godkjennelser, samt at fortrinnsrettsemisjonen gjennomføres.
4.2.3 Vilkår for gjennomføring av Ansatteemisjonen
Gjennomføring av emisjonen er betinget av følgende:
(i) at Finanstilsynet har godkjent kapitalforhøyelsen i Sparebanken knyttet til Ansatteemisjonen
og de tilhørende endringene i Selskapets vedtekter; og
(ii) gjennomføring av Fortrinnsrettsemisjonen, ref. avsnitt 4.1.3.
Dersom det blir klart at de ovennevnte betingelsene ikke vil bli oppfylt, vil Ansatteemisjonen bli
kansellert. Informasjon om oppfyllelse eller fravær av oppfyllelse av vilkårene for gjennomføring av
Ansatteemisjonen vil offentliggjøres som beskrevet i kapittel 4.2.17 (”Offentliggjøring av informasjon
knyttet til Ansatteemisjonen”) så snart vilkårene er oppfylt eller, dersom aktuelt, så snart det er klart
av vilkårene ikke vil oppfylles.
4.2.4 Tidsplan
Tidsplanen nedenfor viser enkelte indikative nøkkeldatoer for Ansatteemisjonen.
Første dag i Tegningsperioden ................................................................12. mars 2012
Tegningsperioden utløper .......................................................................... 26. mars 2012 kl 17.30 (norsk tid)
Tildeling av Nye Egenkapitalbevis ............................................................... Rundt 30. mars 2012
Utsendelse av tildelingsbrev ................................................................ Rundt 30. mars 2012
Betalingsdato ........................................................................................... 3. april 2012
Godkjennelse fra Finanstilsynet, registrering i Foretaksregisteret og
levering av de Nye Egenkapitalbevisene ...................................................... Rundt 11. april 2012
Notering av og første handelsdag for de Nye Egenkapitalbevisene på
Oslo Børs ................................................................................................ Rundt 12. april 2012
4.2.5 Tegningskurs
Tegningskursen i Ansatteemisjonen er den samme som i Fortrinnsrettsemisjonen, dvs. NOK 26 per
Nye Egenkapitalbevis.
4.2.6 Tegningsperiode
Tegningsperioden i Ansatteemisjonen løper fra 12. mars 2012 til 26. mars 2012 kl 17.30 (norsk tid).
Tegningsperioden kan ikke forlenges.
4.2.7 Kvalifiserte Ansatte
Fast ansatte i uoppsagt stilling med 50 prosent og høyere stillingsandel per 1. mars 2012 i
nedennevnte subjekter kan tegne i Ansatteemisjonen:
(i) Sparebanken;
(ii) Sparebankens datterselskaper hvor Sparebanken eide mer enn 85 prosent av aksjene per
utløpet av 1. mars 2012;
(iii) SpareBank 1 Bilplan AS; eller
(iv) Berg Data AS.
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4.2.8 Tegningprosedyrer og Tegningssted for Ansatteemisjonen
Nye Egenkapitalbevis må tegnes ved å innlevere en korrekt utfylt tegning online via Sparebankens
intranett, eller alternativt ved å innlevere en korrekt utfylt Tegningsblankett til Tegningsstedet for
Ansatteemisjonen (SpareBank 1 SMN Markets, Verdipapirservice), i Tegningsperioden.
Kvalifiserte Ansatte må ha en VPS investor konto med SpareBank 1 SMN som investor kontofører for
å kunne tegne i Ansatteemisjonen.
Nye Egenkapitalbevis må tegnes på en Tegningsblankett i den form som er inntatt i vedlegg 4
“Norwegian Language Subscription Form for the Employee Offering”.
Korrekt utfylte Tegningsblanketter må være mottatt av Tegningsstedet for Ansatteemisjonen senest
kl 17.30 (norsk tid) 26. mars 2012 på følgende adresse eller telefaksnummer:
SpareBank 1 SMN Markets, Verdipapirservice
Søndre gate 4
P.B. 4796 Sluppen
NO-7467 Trondheim
Norge
Faks: +47 73 58 64 48
Tegnere i Ansatteemisjonen kan også tegne Nye Egenkapitalbevis gjennom VPS’ online
tegningssystem (ved å følge linken på Sparebankens intranett som vil viderekoble
tegneren til VPS’ online tegningssystem).
Verken Sparebanken eller Tegningsstedet for Ansatteemisjonen kan holdes ansvarlige for forsinkelser
i postgangen, utilgjengelige telefakslinjer, internettlinjer eller servere eller andre logistiske eller
tekniske problemer som kan resultere i at Tegningsstedet for Ansatteemisjonen ikke mottar tegninger
i tide eller overhodet. Sparebanken kan etter eget skjønn og uten underretning til tegneren velge å
forkaste Tegningsblanketter som mottas etter utløpet av Tegningsperioden, og/eller
Tegningsblanketter som er ufullstendige eller inneholder feil, og tegninger som kan være ulovlige.
Tegninger er bindende og ugjenkallelige og kan ikke trekkes tilbake, annulleres eller endres av
tegneren etter at de er mottatt av Tegningsstedet for Ansatteemisjonen. Tegneren er ansvarlig for
riktigheten av den informasjonen som fylles inn i Tegningsblanketten. Ved å signere og innlevere en
Tegningsblankett bekrefter tegneren å ha lest dette Prospektet og å være berettiget til å tegne Nye
Egenkapitalbevis på de vilkår som her er fastsatt.
Det gjelder ikke noe minimumsbeløp for tegninger i Ansatteemisjonen.
Flere tegninger fra samme tegner (dvs. tegninger på mer enn én Tegningsblankett) er tillatt, men vil
uansett ikke gi høyere tildelingen enn maksimal tildeling av 3,000 Nye Egenkapitalbevis per
Kvalifiserte Ansatt. Vennligst merk at to separate Tegningsblanketter innlevert av den samme
tegneren hvor det er tegnet et tilsvarende antall Nye Egenkapitalbevis i begge Tegningsblankettene,
kun vil telles én gang, med mindre noe annet er uttrykkelig presisert i én av Tegningsblankettene.
Ved flere tegninger fra samme tegner gjennom VPS’ tegningssystem over internett eller ved
tegninger som både gjøres på en Tegningsblankett og gjennom VPS’ tegningssystem over internett,
vil samtlige tegninger telle.
4.2.9 Tildeling av Nye Egenkapitalbevis
Tildeling av Nye Egenkapitalbevis vil skje rundt 30. mars 2012. Hver Kvalifiserte Ansatt kan
maksimalt bli tildelt 3.000 Nye Egenkapitalbevis i Ansatteemisjonen. Det vil bli foretatt
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SpareBank 1 SMN - Prospectus
forholdsmessig avkortning i tildeling i den utstrekning det maksimale antall egenkapitalbevis som kan
utstedes i Ansatteemisjonen ikke gir rom for full tildeling til hver av tegnerne.
Resultatet av Ansatteemisjonen forventes å bli publisert rundt 30. mars 2012 gjennom en
børsmelding fra Sparebanken lagt ut gjennom Oslo Børs’ informasjonssystem og på Sparebankens
internettside (www.smn.no). Melding om tildelte Nye Egenkapitalbevis og det korresponderende
tegningsbeløpet som skal betales av den enkelte tegner, forventes å bli gitt i brev fra Tegningsstedet
rundt 30. mars 2012. Tegnere som har tilgang til investortjenester gjennom SpareBank 1 SMN vil
kunne finne det antallet Nye Egenkapitalbevis tildelt dem fra kl 13.00 (norsk tid) den 30. mars 2012.
Tegnere som ikke har tilgang til investortjenester gjennom SpareBank 1 SMN kan kontakte
Tegningsstedet for Ansatteemisjonen (SpareBank 1 SMN Markets, Verdipapirservice, telefon +47 73
58 65 70) fra kl 13.00 (norsk tid) den 30. mars 2012 for å få informasjon om antallet Nye
Egenkapitalbevis tildelt dem.
4.2.10 Bindingstid (Lock-Up)
Ved å tegne i Ansatteemisjonen (i) forplikter tegneren seg til ikke å avhende, pantsette eller på
annen måte forføye over de Nye Egenkapitalbevisene for en periode på ett år regnet fra
registreringen av de Nye Egenkapitalbevisene på tegnerens VPS-konto. Ansatteemisjonen vil bli
registrert med en separat ISIN nummer NO 001 0635394, som vil bli sperret for transaksjoner i
bindingsperioden på 1 år.
4.2.11 Betaling for Nye Egenkapitalbevis
Oppgjør for Nye Egenkapitalbevis tildelt en tegner forfaller til betaling på Betalingsdatoen 3. april
2012. Betaling må skje i henhold til prosedyrene beskrevet nedenfor.
Tegnere må gi Tegningsstedet for Ansatteemisjonen en ugjenkallelig engangsfullmakt til å belaste en
spesifisert bankkonto i en norsk bank for det beløp som skal betales for de Nye Egenkapitalbevisene
tildelt tegneren, og vil gjøre dette ved å signere Tegningsblanketten.
Den spesifiserte bankkontoen forventes å bli belastet på eller etter Betalingsdatoen. Tegningsstedet
for Ansatteemisjonen har bare fullmakt til å belaste kontoen én gang, men forbeholder seg retten til å
gjøre inntil tre debiteringsforsøk, og fullmakten vil være gyldig i inntil syv virkedager etter
Betalingsdatoen.
Tegneren gir videre SpareBank 1 SMN, Verdipapriservice fullmakt til å innhente bekreftelse fra
tegnerens bank på at tegneren har disposisjonsrett over den spesifiserte kontoen, samt på at det er
tilstrekkelige midler på kontoen til å dekke betalingen.
Dersom det ikke er tilstrekkelige midler på en tegners bankkonto, eller dersom det av andre grunner
ikke er mulig å debitere kontoen når et debiteringsforsøk gjøres i henhold til fullmakten fra tegneren,
vil tegnerens betalingsforpliktelse bli ansett for å være misligholdt.
Forsinket betaling belastes med gjeldende forsinkelsesrente i henhold til forsinkelsesrenteloven av 17.
desember 1976 nr. 100, for tiden 8,75 % p.a. Innenfor rammen av de begrensninger som oppstilles i
Finansieringsvirksomhetsloven § 2b-23 jf. Allmennaksjeloven § 10-12, og etter Sparebankens frie
skjønn, vil ikke Nye Egenkapitalbevis leveres til tegnere som ikke oppfyller betalingsvilkårene. Ikke-
betalende tegnere vil forbli fullt ut ansvarlige for å betale det beløpet som skal betales for de Nye
Egenkapitalbevisene som er tildelt dem. Sparebanken forbeholder seg imidlertid retten til å utpeke en
tredepart til å selge eller overta de Nye Egenkapitalbevisene uten videre underretning til tegneren fra
og med den fjerde dagen etter Betalingsdatoen i henhold til Finansieringsvirksomhetsloven § 2b-23 jf
Allmennaksjeloven § 10-12(4) dersom betaling ikke er mottatt den tredje dagen etter
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SpareBank 1 SMN - Prospectus
Betalingsdatoen. Dersom de Nye Egenkapitalbevisene selges på vegne av tegneren, vil tegneren være
ansvarlig for ethvert tap, samt kostnader, gebyrer og utgifter, pådratt av Sparebanken som følge av
eller i tilknytning til slik overdragelse. Sparebanken kan inndrive betaling for ethvert utestående beløp
innenfor rammene av gjeldende norsk rett.
4.2.12 Levering av de Nye Egenkapitalbevisene
Sparebanken forventer at kapitalforhøyelsen knyttet til Ansatteemisjonen vil bli registrert i
Foretaksregisteret rundt 11. april 2012, og at de Nye Egenkapitalbevisene vil bli levert til VPS-
kontoene til de tegnerne som har fått dem tildelt, rundt samme dag. Siste frist for registrering av
kapitalforhøyelsen knyttet til Ansatteemisjonen i Foretaksregisteret, og dermed den påfølgende
leveringen av de Nye Egenkapitalbevisene, er, i henhold til relevant lovgivning, tre måneder fra
utløpet av Tegningsperioden (dvs. 26. juni 2012). Dersom vilkårene for gjennomføring av
Ansatteemisjonen (se kapittel 4.2.3 (”Vilkår for gjennomføring av Ansatteemisjonen”) ikke er oppfylt
innen utløpet av nevnte tremånedersperiode vil enhver betaling for Nye Egenkapitalbevis av tegnere
bli tilbakeført uten rentekompensasjon eller annen kompensasjon.
4.2.13 Notering av de Nye Egenkapitalbevisene
Egenkapitalbevisene er notert på Oslo Børs med ticker “MING”.
De Nye Egenkapitalbevisene som utstedes i Ansatteemisjonen vil bli notert på Oslo Børs så snart
kapitalforhøyelsen knyttet til Ansatteemisjonen er registrert i Foretaksregisteret, og de Nye
Egenkapitalbevisene er registrert i VPS. Det forventes at dette vil skje rundt 11. april 2012.
Noteringen av de Nye Egenkapitalbevisene på Oslo Børs forventes å skje rundt 12. april 2012.
De Nye Egenkapitalbevisene kan ikke overføres eller omsettes før de er betalt i sin helhet og de
nevnte registreringer i Foretaksregisteret og VPS har funnet sted.
4.2.14 Rettigheter knyttet til de Nye Egenkapitalbevisene
De Nye Egenkapitalbevisene som utstedes i Ansatteemisjonen vil være ordinære Egenkapitalbevis i
Sparebanken, hver pålydende NOK 20, og vil bli utstedt elektronisk som registrerte verdipapirer i
VPS.
De Nye Egenkapitalbevisene vil være likestilte i enhver henseende med de eksisterende
Egenkapitalbevisene i Sparebanken og vil gi fulle rettigheter fra registreringen av kapitalforhøyelsen
knyttet til Ansatteemisjonen i Foretaksregisteret. De Nye Egenkapitalbevisene vil gi rett til å motta
utbytte som Sparebanken måtte vedta etter nevnte registrering. Vennligst se kapittel 19 (”Equity
Certificates and Equity Certificate Holder Matters”) for en mer detaljert fremstilling av rettigheter
knyttet til Egenkapitalbevisene, samt kapittel 13 (”Dividend and Dividend Policy”) for en fremstilling
av forhold knyttet til utbytte og utbyttepolitikk.
4.2.15 VPS-registrering
De Nye Egenkapitalbevisene vil bli registrert i VPS med et separat ISIN NO 001 0635394, som vil bli
konvertert til de eksisterende Egenkapitalbevisene, dvs. ISIN NO 000 6390301, etter bindingstid på 1
år.
Selskapets kontoførerutsteder i VPS er SpareBank 1 SMN, Verdipapirservice, Søndre gate 4, 7011
Trondheim, Norway.
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SpareBank 1 SMN - Prospectus
4.2.16 Nettoproveny og utgifter knyttet til Ansatteemisjonen
Honorarer og utgifter knyttet til Ansatteemisjonen er beregnet å være ubetydelige. Verken
Sparebanken, den Globale Koordinatoren eller Medtilretteleggerne vil belaste tegnerne i
Ansatteemisjonen for utgifter eller avgifter.
Nettoprovenyet fra Ansatteemisjonen forventes å bli minimum NOK 26 og maksimum NOK
59.999.992. Overkursen vil bli overført til Sparebanken overkursfond.
4.2.17 Offentliggjøring av informasjon knyttet til Ansatteemisjonen
I tillegg til pressemeldinger som vil bli lagt ut på Sparebankens internettside, vil Sparebanken benytte
Oslo Børs’ informasjonssystem for å offentliggjøre informasjon knyttet til Ansatteemisjonen.
4.2.18 Gjeldende rett og tvisteløsning
Dette Prospektet, samtlige Tegningsblanketter og vilkårene for Ansatteemisjonen skal være underlagt
og forstås i samsvar med norsk rett, og de Nye Egenkapitalbevisene vil bli utstedt i henhold til norsk
rett. Enhver tvist som måtte oppstå i forbindelse med dette Prospektet, Tegningsblankettene eller
Ansatteemisjonen skal være eksklusivt underlagt norsk domsmyndighet, med Oslo som verneting.
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5 RESPONSIBILITY STATEMENT
SpareBank 1 SMN - Prospectus
The Board of Directors accepts responsibility for the information contained in this Prospectus. The
members of the Board of Directors confirm that, having taken all reasonable care to ensure that such
is the case, the information contained in this Prospectus is, to the best of their knowledge, in
accordance with the facts and contains no omissions likely to affect its import.
Trondheim, 8 March 2012
The Board of Directors of SpareBank 1 SMN
Per Axel Koch (Chairman)
Eli Arnstad (Deputy Chariman)
Bård Benum
Kjell Bjordal
Paul E. Hjelm-Hansen
Arnhild Holstad
Aud Skrudland
Venche Johnsen
Bente Karin Trana
Jan Gunnar Kvam
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6 GENERAL INFORMATION
6.1 Important Investor Information
SpareBank 1 SMN - Prospectus
In making an investment decision, investors must rely on their own examination of the Savings Bank
and of the Rights Offering and/or the Employee Offering, including the merits and risks involved, and
investors must only rely on the information contained in this Prospectus, any supplement to this
Prospectus and any notices required according to the Securities Trading Act and under the rules of
the Oslo Stock Exchange that are published by the Savings Bank and expressly amended this
Prospectus.
The information contained herein is as of the date hereof and subject to change, completion or
amendment without notice. There may have been changes affecting the Savings Bank or its
subsidiaries subsequent to the date of this Prospectus. Any new material information and any
material inaccuracy that might have an effect on the assessment of the Equity Certificates arising
after the publication of this Prospectus and before the listing of the New Equity Certificates on the
Oslo Stock Exchange will be published and announced promptly as a supplement to this Prospectus in
accordance with Section 7-15 of the Securities Trading Act. Neither the publication nor distribution of
this Prospectus shall under any circumstances create any implication that there has been no change
in the Savings Bank`s affairs since the date hereof or that the information set forth in this Prospectus
is correct as of any time since its date.
Unless otherwise indicated, the source of information included in this Prospectus is the Savings Bank.
The contents of this Prospectus shall not be construed as legal, business or tax advice. Each reader of
this Prospectus should consult its own legal, business or tax adviser as to legal, business or tax
advice. If you are in any doubt about the contents of this Prospectus, you should consult your
stockbroker, bank manager, lawyer, accountant or other professional adviser. The Savings Bank has
furnished the information in this Prospectus. The Global Coordinator and the Joint Lead Managers
make no representation or warranty, expressed or implied, as to the accuracy or completeness of
such information, and nothing contained in this Prospectus is, nor shall be relied upon as, a promise
or representation by the Global Coordinator and the Joint Lead Managers.
In the ordinary course of their respective businesses, the Global Coordinator and the Joint Lead
Managers and certain of their respective affiliates have engaged, and may continue to engage, in
investment and commercial banking transactions with the Savings Bank and its subsidiaries. The Joint
Lead Manager, SpareBank 1 SMN Markets, is an integral part of the Savings Bank.
Without limiting the manner in which the Savings Bank may choose to make any public
announcements, and subject to the Savings Bank`s obligations under applicable law, announcements
relating to the matters described in this Prospectus will be considered to have been made once they
have been received by the Oslo Stock Exchange and distributed through its information system.
For the definitions of terms used throughout this Prospectus, see Section 25 (“Definitions Used in the
Prospectus and Glossary of Selected Terms”).
6.2 Presentation of Financial Information, Industry and Market Data – Other Sourced
Information
The financial statements for the Group, as incorporated by reference in this Prospectus (see Section
24.10, "Incorporation by Reference"), as of and for the years ended 31 December 2009, 2010 and
2011 have been prepared in accordance with IFRS as adopted by the EU. The financial statements
have been audited by Deloitte AS.
65

SpareBank 1 SMN - Prospectus
The audited financial figures, as set out in this Prospectus, are derived from the audited financial
statements as of and for the years ended 31 December 2009, 2010 and 2011. The unaudited financial
figures are, unless otherwise stated, derived from the Board of Directors’ Report for 2009, 2010 and
2011, and the Supplementary Information for Investors and Analysts per 31 December 2011, all of
which are available on the Savings Bank`s website (www.smn.no), as well as from management
reporting.
In its financial reporting, the Group often uses average figures in order to analyse and comment on
the development in operating performance and financial conditions. Such average figures are also
included in this Prospectus in Section 12 (“Business Description of the Group”) and Section 15
(“Operating and Financial Review”). The average figures are derived from the Group`s accounting
system.
Unless otherwise stated herein, the financial figures set out in this Prospectus are audited.
This Prospectus also contains information sourced from third parties. The Savings Bank confirms that
the information provided by third parties has been accurately reproduced. As far as the Savings Bank
is aware and has been able to ascertain from information published by such third parties, no facts
have been omitted which would render the reproduced information inaccurate or misleading.
This Prospectus contains market data, industry forecasts and other information published by third
parties, including information related to the sizes of markets in which the Group operates. The
information has been extracted from a number of sources, including the Norwegian Financial Services
Association (FNH) (www.fnh.no), the Norwegian Mutual Fund Association (www.vff.no), the Oslo
Stock Exchange statistics (www.oslobors.no), Statistics Norway (www.ssb.no) and the Norwegian
Central Bank (“Norges Bank”) (www.norges-bank.no). The Savings Bank has estimated certain
market share statistics using both its internal data and industry data from other sources, including
those listed above. Although the Savings Bank regards these sources as reliable, the information
contained in them has not been independently verified. Therefore, the Savings Bank does not
guarantee or assume any responsibility for the accuracy of the data, estimates, forecasts or other
information taken from the sources in the public domain. This Prospectus also contains assessments
of market data and information derived therefrom that could not be obtained from any independent
sources. Such information is based on the Savings Bank`s own internal assessments and may
therefore deviate from the assessments of competitors of the Savings Bank or future statistics by
independent sources.
“NOK” refers to Norwegian kroner.
Some figures included in this Prospectus have been subject to rounding adjustments. As a result of
this rounding, the totals of data presented in this Prospectus may vary slightly from the actual
arithmetic totals of such data.
6.3 Presentation of Dividends and Earnings per Equity Certificate
Dividends are not declared on the Savings Bank’s treasury Equity Certificates. Unless otherwise
specified, dividends and Earnings per Equity Certificate are throughout this Prospectus presented less
the number of Equity Certificates held by the Savings Bank in treasury.
On 6 March 2012, the Supervisory Board of the Savings Bank Resolved to distribute a dividend per
Equity Certificate of NOK 2.00 for the year ended 31 December 2011. The dividend is distributed as a
cash payment to the Equity Certificates holders on or about 15 March 2012.
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SpareBank 1 SMN - Prospectus
The table below sets forth the dividends distributed per Equity Certificate, and earnings per Equity
Certificate, for the years ended 31 December 2011, 2010 and 2009 both on an adjusted and an
unadjusted basis. All figures are less Equity Certificates held in treasury by the Savings Bank.
Year Ended
31
December
Dividend per
Equity Certificate
(NOK)
(Unadjusted)
Dividend per Equity
Certificate (NOK)
(Adjusted)
67
Earnings per
Equity
Certificate
(NOK)
(Unadjusted)
Earnings per
Equity
Certificate
(NOK)
(Adjusted)
2011 2.00 - 6.61 -
2010 3.00 2.99 6 6.43 6.42 7
2009 2.50 2.27 8 7.41 6.73 9
6.4 Forward Looking Statements
This Prospectus contains various forward-looking statements that reflect SpareBank 1 SMN’s current
views or expectations with respect to future events and financial and operational performance. The
words “should”, “may”, “might”, “will”, “believes”, “assumes”, “expects”, “estimates”, “plans”,
“intends”, “aims to” or, in each case their negative formulations, or other formulations of a similar
meaning, identify certain of these forward-looking statements. Other forward-looking statements can
be identified in the context in which the statements are made. Forward-looking statements are set
forth in a number of places in this Prospectus including without limitation in Sections 2 (“Risk
Factors”), 13 (“Dividends and Dividend Policy”), 15 (“Operating and Financial Review”) and 16 (“Risk
and Capital Management”).
Such statements relate to, among others: (i) SpareBank 1 SMN’s strategy, prospects and outlook; (ii)
SpareBank 1 SMN’s operational and financial targets and expectations regarding capital adequacy;
(iii) SpareBank 1 SMN’s dividend policy; (iv) SpareBank 1 SMN’s use of proceeds from the Rights
Offering and the Employee Offering; (v) general economic trends in the markets in which the Group
operates and trends in the banking industry in these markets; (vi) trends in the global and European
financial markets, including without limitation trends in interest rates, currency exchange rates and
securities markets; (vii) the competitive environment in which the Group operates; and (viii) the
Group’s exposure to particular industry and customer segments.
These forward-looking statements are based on SpareBank 1 SMN’s present plans, estimates,
projections and expectations. Even though SpareBank 1 SMN believes that these statements are
reasonable at present, they may turn out to be incorrect. Because the forward-looking statements are
based on various assumptions and are subject to risk and uncertainties, the actual results or outcome
could differ materially from those expressed or implied in the forward-looking statements as a result
of, among other things, the specific risks and uncertainties described in Section 2 (“Risk Factors”), as
well as: (i) changes in the general economic conditions in the markets in which the Group operates;
(ii) developments in the global financial markets; (iii) changes in the quality of the Group`s loan
portfolio and the Group`s counterparty risk; (iv) changes in interest rates, foreign exchange rates,
equity and commodity prices; (v) changes in the Group`s liquidity position or that of any of its
counterparties; (vi) changes in SpareBank 1 SMN’s credit ratings; (vii) changes in competition in the
6 Adjusted on the basis of number of equity certificated in the privat placement to the Savings Bank’s Foundation in May 2011
7 Adjusted on the basis of number of equity certificated in the privat placement to the Savings Bank’s Foundation in May 2011
8 Adjusted on the basis of number of Equity Certificates issued in the Rights Offering and Employee Offering in 2010.
9 Adjusted on the basis of numer of Equity Certificates issued in the Rights Offering and Employee Offering in 2010.

SpareBank 1 SMN - Prospectus
markets in which the Group operates; and (viii) regulatory developments in the markets in which the
Group operates.
Additional factors that could cause SpareBank 1 SMN’s actual results, performance or achievements
to differ materially include, but are not limited to, those discussed herein under “Risk Factors”.
Consequently, none of the Savings Bank, its Board of Directors or its management, the Global
Coordinator or the Joint Lead Managers, nor any other third party can guarantee the accuracy and
completeness of any of the forward-looking statements included in the Prospectus and investors
should not place undue reliance on them. The Group expressly disclaims any obligation to update
such forward-looking statements or to adjust them in light of future events or developments save as
required by law.
6.5 Limitations on Enforcement of U.S. Laws Against the Savings Bank, its
Management and Others
The Savings Bank is a Norwegian savings bank in accordance with the Savings Banks Act and subject
to Norwegian law. As of the date of this Prospectus, the Savings Bank’s directors and executive
officers reside outside the United States, and all or a substantial majority of the Savings Bank’s
assets and the assets of those persons, are located outside the United States. As a result, it may not
be possible for investors to affect service of process in the United States upon the Savings Bank or
those persons or to enforce judgements obtained against them in U.S. courts, including judgements
based on the civil liability provisions of the U.S. securities laws.
The United States and Norway do not currently have a treaty providing for reciprocal recognition and
enforcement of judgments rendered in connection with civil and commercial disputes. As a result, a
final judgement for the payment of damages based on civil liability rendered by a U.S. court, whether
or not predicated solely upon the federal securities laws in the United States, would not be
enforceable in Norway. If the party in whose favour the final judgment is rendered brings a new suit
in a competent Norwegian court, the party may submit to the Norwegian court the final judgement
that has been rendered in the United States. Such judgement will only be regarded by a Norwegian
court as evidence of the outcome of the dispute to which judgment relates, and a Norwegian court
may choose to rehear the dispute ab initio.
6.6 Exchange Rate Information
The following table sets forth, for the periods and dates indicated, certain information concerning the
daily reference exchange rate published by Norges Bank expressed in NOK per EUR and NOK per
USD, in each case rounded to the nearest three decimal places. On 31 December 2011, the daily
exchange rates were 7.754 NOK per EUR and 5.993 NOK per USD. These rates may differ from the
actual rates used in the preparation of the financial statements and other financial information
appearing in this Prospectus. Inclusion of these exchange rates is not meant to suggest that such
amounts could have been converted into NOK at any particular rate, if any. The following tables have
been included solely for the purpose of convenience.
The following table illustrates the EUR/NOK exchange rates:
Year High Low Average 10 Period end
2006 .......................... 8.476 7.748 8.051 8.238
2007 .......................... 8.368 7.649 8.015 7.961
2008 .......................... 9.945 7.789 8.219 9.865
2009 .......................... 9.695 8.284 8.728 8.315
10 The average rate is calculated based on the rate on each business day of the month for monthly averages, and on the last
business day of each month for annual averages.
68

SpareBank 1 SMN - Prospectus
Year High Low Average 10 Period end
2010 .......................... 8.315 7.745 8.026 7.83
2011 .......................... 7.968 7.530 7.805 7.790
The following table illustrates the USD/NOK exchange rates:
Year High Low Average 7 Period end
2006 .......................... 6.838 6.013 6.418 6.255
2007 .......................... 6.473 5.275 5.860 5.411
2008 .......................... 7.218 4.959 5.636 6.999
2009 .......................... 7.205 5.543 6.282 5.777
2010 .......................... 6.695 5.629 6.033 5.867
2011 .......................... 6.030 5.251 5.611 5.614
69

SpareBank 1 SMN - Prospectus
7 BACKGROUND FOR THE RIGHTS OFFERING AND THE EMPLOYEE OFFERING
SpareBank 1 SMN is conducting a rights offering to maintain a continued strong financial foundation
for profitable growth and participation in business opportunities in the Savings Bank's market area.
On 30 January 2012, the Savings Bank entered into the Underwriting Agreement pursuant to which
the Underwriters committed to, subject to the terms and conditions of the Underwriting Agreement,
severally and not jointly, to underwrite an aggregate amount of up to approximately NOK 750 million
in the Rights Offering, see Section 9.19 (“The Underwriting”)
On 25 May 2011, the Supervisory Board decided the establishment of Sparebankstiftelsen SpareBank
1 SMN by conversion of ownerless capital to owners’ (equity certificate) capital. The purpose of the
foundation is to establish a long-term owner, with investments in Equity Certificates in accordance
with the savings bank foundation’s primary object. The Supervisory Board authorized on 6 March
2012 the Board of Directors to complete a private placement directed primarily toward Savings Bank’s
Foundation, to enable the foundation to fulfil its purpose during the year 2012, See Section 19.8
(Authorisations to Increase the Nominal Equity Certificate Capital).
The Employee Offering is undertaken to encourage equity participation in the Savings Bank amongst
the Savings Bank`s employees. The Board of Directors of the Savings Bank considers it of importance
that the employees of the Group have strong focus on value creation and that the employees are
aligned with ownership interests. The Savings Bank has a long tradition of ownership in the Savings
Bank among its employees.
The planned offerings will increase the Savings Bank's core capital ratio of 10.4% to 11.7%,
representing an increase of 1.3 percentage points.
70

8 USE OF PROCEEDS
SpareBank 1 SMN - Prospectus
The net proceeds of the Rights Offering is expected to be approximately NOK 714.3 million after
deduction of expenses attributable to the Rights Offering of approximately NOK 26.1 million.
The net proceeds of the Employee Offering will be minimum NOK 26 and maximum NOK 59,999,992.
The fees and expenses related to the Employee Offering are considered insignificant (i.e. less than
NOK 10,000).
The net proceeds of the Rights Offering and the Employee Offering shall be used to strengthening the
Bank’s core (tier I) capital.
71

9 THE RIGHTS OFFERING
9.1 Overview
SpareBank 1 SMN - Prospectus
The Rights Offering consists of an offer by the Savings Bank to issue 28,477,170 New Equity
Certificates at a Subscription Price of NOK 26 per New Equity Certificate, thereby raising gross
proceeds of NOK 740,406,420.
Existing Equity Certificate Holders will be granted tradable Subscription Rights providing a preferential
right to subscribe for and be allocated New Equity Certificates in the Rights Offering. Oversubscription
and subscription without Subscription Rights will be permitted; however, there can be no assurance
that New Equity Certificates will be allocated for such subscriptions.
The Rights Offering is underwritten by the Underwriters as further described in Section 9.19 (“The
Underwriting”) below.
No action will be taken to permit a public offering of the New Equity Certificates in any jurisdiction
outside of Norway.
9.2 Resolution to Issue the New Equity Certificates in the Rights Offering
On 6 March 2012, the Supervisory Board of the Savings Bank passed the following resolution to
increase the nominal Equity Certificate capital of the bank in connection with the Rights Offering
(translated from Norwegian):
(a) The savings bank’s nominal equity certificate capital as set out in the articles of association
is to be increased with NOK 569,543,400 by the issuance of 28,477,170 new equity
certificates, each with a nominal value of NOK 20.
(b) The subscription price per equity certificate shall be NOK 26. The subscription amount shall
be paid in cash. The total proceeds from the offering amounts to NOK 740,406,420.
(c) The subscription premium after deduction of costs attributable to the rights issue shall be
transferred in full to the premium reserve.
(d) Holders of equity certificates in the savings bank, except the savings bank, per expiry of 6
March 2012 as registered in the savings bank`s register of holders of equity certificates in
the VPS as at expiry of 9 March 2012 shall have preferential rights to subscribe for the new
equity certificates corresponding to their pro rata holdings of equity certificates in the
savings bank. Tradable subscription rights shall be issued. Every tenth equity certificate
gives right to 3 subscription rights. Fractions of subscription rights will not be issued.
Oversubscription and subscription without subscription rights is permitted.
(e) The savings bank shall prepare a prospectus that shall be approved by the Financial
Supervisory Authority of Norway in connection with the rights offering. Unless the board of
directors decides otherwise, the prospectus shall not be registered with or approved by any
foreign prospectus authority. The new equity certificates cannot be subscribed by investors
in jurisdictions where it is not permitted to offer the new equity certificates. With respect to
any holder of equity certificates that in the savings bank`s view is not entitled to subscribe
for new equity certificates as a result of limitations imposed by law or regulations in the
jurisdiction where the equity certificate holder is resident or a citizen, the savings bank or
someone appointed or instructed by it may, but is not obligated to, sell such holder’s
subscription rights and transfer the net proceeds of sale to the equity certificate holder.
72

SpareBank 1 SMN - Prospectus
(f) Allocation of the new equity certificates shall be made by the board of directors of the
savings bank. The board of directors may authorise the chairman of the board and the group
CEO jointly to allocate the new equity certificates. The following allocation criteria shall
apply:
(i) Allocation will be made to subscribers on the basis of granted and acquired
subscription rights, which have been validly exercised during the subscription
period.
(ii) If not all subscription rights are exercised, subscribers having exercised their
subscription rights and who have over-subscribed will be allocated additional new
equity certificates on a pro rata basis based on the number of subscription rights
exercised by each such subscriber. To the extent that pro rata allocation is not
possible, the savings bank will determine the allocation by drawing lots.
(iii) New equity certificates not allocated pursuant to item (i) and (ii) above will be
allocated to subscribers not holding subscription rights. Allocation will be sought
made on a pro rata basis based on the relevant subscription amounts.
(iv) New equity certificates not allocated pursuant to item (i), (ii) and (iii) above will be
subscribed by, and allocated to, the underwriters or investors appointed by the
underwriters based on and in accordance with the underwriting obligations of the
respective underwriters.
(g) The subscription period shall commence on 12 March 2012 and end at 17.30 (Norwegian
time) on 26 March 2012. However, if the prospectus is not approved in time to maintain this
subscription period, the subscription period shall commence as soon as possible after such
approval has been obtained and end at 17:30 (Norwegian time) two weeks thereafter.
Shares that are not subscribed prior to the expiry of the subscription period which thus will
be allocated to underwriters or investors nominated by the underwriters shall be subscribed
by such persons within five business days of the expiry of the subscription period.
(h) The due date for payment of the new equity certificates is 3 April 2012 or the sixth trading
day on the Oslo Stock Exchange after the expiry of the subscription period if the subscription
period is postponed in accordance with item (g) above. When subscribing for equity
certificates, each subscriber with a Norwegian bank account must, using the subscription
form, grant SpareBank 1 Markets AS a one-time power of attorney to debit a specified
Norwegian bank account for the subscription amount corresponding to the number of
allocated equity certificates. Upon allocation, the allocated amount will be debited the
account of the subscriber. The debit will take place on or around the due date for payment.
Payment of the subscription amount by subscribers without a Norwegian bank account shall
be made to the savings bank`s account for equity issuances.
(i) The new equity certificates will give the same rights as the existing equity certificates and
will give rights in the savings bank from the time the capital increase is registered with the
Norwegian Registry of Business Enterprises, including rights to dividends declared after such
registration.
(j) §2-2 (1) of the Articles of Association shall be amended to reflect the new issued equity
certificate capital and the new number of equity certificates following the capital increase.
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SpareBank 1 SMN - Prospectus
(k) Subscription of the new equity capital certificates is fully underwritten by a syndicate
established by SpareBank 1 Markets AS, SpareBank 1 SMN Markets and Swedbank First
Securities. The underwriting does not cover the settlement risk. As commission for the
underwriting commitment, the underwriters shall receive an underwriting commission of
1.25% of the underwritten amount.
(l) Completion of the capital increase is conditional upon any required consents from the
Norwegian Financial Supervisory Authority.
9.3 Conditions for Completion of the Rights Offering
The completion of the Rights Offering is subject to the following conditions:
(i) The FSAN having approved the increase in the Savings Bank`s equity certificate capital
resulting from the Rights Offering and the corresponding amendments to the Savings
Bank`s Articles of Association;
(ii) Unless the Rights Offering is fully subscribed, the Underwriting Agreement remaining in full
force and effect.
Please refer to Section 9.19 (“The Underwriting”) below for a description of the underwriting, the
Underwriting Agreement, including the conditions and termination rights to which the underwriting is
subject.
If it becomes clear that the above conditions will not be fulfilled, the Rights Offering will be
withdrawn. If the Rights Offering 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.
Information on fulfilment or non-fulfilment of the conditions for completion of the Rights Offering will
be published by the Savings Bank in the manner set forth in Section 9.23 (“Publication of Information
Relating to the Rights Offering”) as soon as all such conditions have been fulfilled, or, if applicable, it
becomes clear that all conditions will not be fulfilled.
9.4 Timetable
The timetable set out below provides certain indicative key dates for the Rights Offering:
Last day of trading in the Equity Certificates including Subscription Rights
(the Cut-Off Date) ...............................................................................
74
6 March 2012
First day of trading in the Equity Certificates excluding Subscription Rights ... 7 March 2012
Record Date .......................................................................................... 9 March 2012
Subscription Period commences............................................................... 12 March 2012
Trading in Subscription Rights commences on the Oslo Stock Exchange ....... 12 March 2012
Trading in Subscription Rights ends ......................................................... 26 March 2012 at 17:30 hours (CET)
Subscription Period ends ........................................................................ 26 March 2012 at 17:30 hours (CET)
Allocation of the New Equity Certificates ................................................... On or about 30 March 2012
Distribution of allocation letters ............................................................... On or about 30 March 2012

SpareBank 1 SMN - Prospectus
Payment Date ....................................................................................... 3 April 2012
Approval from the FSAN, registration in the Norwegian Register of
Business Enterprises and delivery of the New Equity Certificates .................
Listing and commencement of trading in the New Equity Certificates on the
75
On or about 11 April 2012
Oslo Stock Exchange .............................................................................. On or about 12 April 2012
9.5 Subscription Price
The Subscription Price in the Rights Offering is NOK 26 per New Equity Certificate. The Subscription
Price represents a discount of approximately 33.67% to the closing price of NOK 39.2 per Equity
Certificate as quoted on the Oslo Stock Exchange, and a discount of 28.09% to the theoretical
opening price of the Equity Certificates without Subscription Rights of NOK 36.15 (“TERP”), calculated
on the basis of the closing price on 5 March 2012, both as adjusted for dividend distribution of NOK
2.0 per Equity Certificate.
9.6 Subscription Period
The Subscription Period will commence on 12 March 2012 and end on 26 March 2012 at 17:30 hours
(CET). The Subscription Period may not be extended.
9.7 Record Date
Existing Equity Certificate Holders as of 6 March 2012 (the Cut-Off Date) as recorded in the Savings
Bank`s register of Equity Certificate Holders in the VPS as of the end of 9 March 2012 (the Record
Date) will be granted Subscription Rights.
9.8 Subscription Rights
Existing Equity Certificate Holders will be granted Subscription Rights giving a preferential right to
subscribe for and be allocated New Equity Certificates in the Rights Offering. Each Existing Equity
Certificate Holder will be granted 3 Subscription Rights for every 10 Existing Equity Certificates held
by such Existing Equity Certificate Holder as of the Cut-Off Date as recorded in the VPS as of the
Record Date. 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 will be credited to and registered on each Existing Equity Certificate Holder’s
VPS account on or about 12 March 2012 under the International Securities Identification Number
(ISIN) NO 001 0637770. The Subscription Rights will be distributed free of charge to Existing Equity
Certificate Holders.
The Subscription Rights may be used to subscribe for New Equity Certificates in the Rights Offering
before the expiry of the Subscription Period on 26 March 2012 at 17:30 hours (CET) or be sold before
the end of trading on the Oslo Stock Exchange on 26 March 2012. Acquired Subscription Rights will
give the same right to subscribe for and be allocated New Equity Certificates as Subscription Rights
held by Existing Equity Certificate Holders on the basis of their Equity Certificates held as of the Cut-
Off date.
The Subscription Rights, including acquired Subscription Rights, must be used to subscribe
for New Equity Certificates before the end of the Subscription Period (i.e., 26 March 2012
at 17:30 hours (CET) or be sold before the end of trading on the Oslo Stock Exchange on 26
March 2012. Subscription Rights which are not sold before the end of trading on the Oslo

SpareBank 1 SMN - Prospectus
Stock Exchange on 26 March 2012 or exercised before 26 March 2012 at 17:30 hours (CET)
will have no value and will lapse without compensation to the holder. Holders of
Subscription Rights (whether granted or acquired) should note that subscriptions for New
Equity Certificates must be made in accordance with the procedures set out in this
Prospectus.
Subscription rigths will be credited to the VPS accounts of Equity Certificate Holders who reside in
jurisdictions where the Prospectus may not be distributed and/or with legislation that, according to
the Savings Bank’s assessment prohibits or otherwise restricts subscription for New Equity
Certificates (“Ineligible Equity Certificate Holders”). Such credit specifically does not constitute an
offer to Ineligible Equity Certificate Holders. SpareBank 1 SMN will not take any further steps towards
such Equity Certificate Holders to inform them of the Rights Issue.
9.9 Trading in Subscription Rights
The Subscription Rights will be fully tradable and listed on the Oslo Stock Exchange with ticker code
“MING T” from 12 March 2012 until the end of trading on the Oslo Stock Exchange on 26 March 2012.
Persons intending to trade in Subscription Rights should be aware that the exercise of Subscription
Rights by holders who are located in jurisdictions outside Norway may be restricted or prohibited by
applicable securities laws. Please refer to Section 23 (“Restrictions on Sale and Transfer”) for a
description of such restrictions and prohibitions.
9.10 Subscription Procedures and Subscription Offices for the Rights Offering
Subscriptions for New Equity Certificates must be made by submitting a correctly completed
Subscription Form to the Subscription Offices for the Rights Offering during the Subscription Period
or, for Norwegian citizens, made online as further described below.
Existing Equity Certificate Holders will receive Subscription Forms that include information about the
number of Subscription Rights allocated to the Existing Equity Certificate Holder and certain other
matters relating to the equity certificate.
Subscriptions for New Equity Certificates by subscribers who are not Existing Equity Certificate
Holders must be made on a Subscription Form in the form included in Annex 2 “Subscription Form for
the Rights Offering” or Annex 3 “Norwegian Language Subscription Form for the Rights Offering”.
Existing Equity Certificate Holders may also choose to use such a Subscription Form.
Correctly completed Subscription Forms must be received by one of the Subscription Offices for the
Rights Offering no later than 17:30 hours (CET) on 26 March 2012 at the following address or fax
number:
SpareBank 1 Markets AS
Olav vs gate 5
P.O. Box 1398 Vika
N-0114 Oslo
Norway
Tel.: +47 24 14 74 00
Fax: +47 24 14 74 01
SpareBank 1 SMN Markets
Søndre gate 4
P.O. Box 4796 Sluppen
N-7467 Trondheim
Norway
Tel.: +47 73 58 65 70
Fax: +47 73 58 64 48
76
Swedbank First Securities
Filipstad Brygge 1
P.O. Box 1441 Vika
0250 Oslo
Norway
Tel.: +47 23 23 80 00
Fax: +47 23 23 80 11
Subscribers who are Norwegian citizens may also subscribe for New Equity Certificates
through the VPS online subscription system (by following the link on www.sb1markets.no,
www.smn.no/info or www.first.no which will redirect the subscriber to the VPS online
subscription system). All online subscribers must verify that they are Norwegian citizens by
entering their national identity number (in Norwegian: “personnummer”).

SpareBank 1 SMN - Prospectus
Neither the Savings Bank, nor any of the Subscription Offices may be held responsible for postal
delays, unavailable fax lines, internet lines or servers or other logistical or technical problems that
may result in subscriptions not being received in time or at all by the Subscription Offices.
Subscription Forms received after the end of the Subscription Period and/or incomplete or incorrect
Subscription Forms and any subscription that may be unlawful may be disregarded at the sole
discretion of the Savings Bank, or any of the Subscription Offices without notice to the subscriber.
Subscriptions are binding and irrevocable, and cannot be withdrawn, cancelled or modified by the
subscriber after having been received by the Subscription Offices. The subscriber is responsible for
the correctness of the information filled into the Subscription Form. By signing and submitting a
Subscription Form, the subscribers confirm and warrant that they have read this Prospectus and are
eligible to subscribe for New Equity Certificates under the terms set forth herein.
There is no minimum subscription amount for which subscriptions in the Rights Offering must be
made. Oversubscription (i.e., subscription for more New Equity Certificates than the number of
Subscription Rights held by the subscriber entitles the subscriber to be allocated) and subscription
without Subscription Rights will be permitted. However, in each case there can be no assurance that
New Equity Certificates will be allocated for such subscriptions.
Multiple subscriptions (i.e., subscriptions on more than one Subscription Form) are
allowed. Please note, however, that two separate Subscription Forms submitted by the
same subscriber with the same number of New Equity Certificates subscribed for on both
Subscription Forms will only be counted once unless otherwise explicitly stated in one of
the Subscription Forms. In the case of multiple subscriptions through the VPS online
subscription system or subscriptions made both on a Subscription Form and through the
VPS online subscription system, all subscriptions will be counted.
9.11 Mandatory Anti-Money Laundering Procedures
The Rights Offering is subject to the Norwegian Money Laundering Act No. 11 of 6 March 2009 and
the Norwegian Money Laundering Regulations No. 302 of 13 March 2009 (collectively the “Anti-
Money Laundering Legislation”).
Subscribers who are not registered as existing customers of the Subscription Offices must verify their
identity to the relevant Subscription Offices in accordance with requirements of the Anti-Money
Laundering Legislation, unless an exemption is available. Subscribers who have designated an
existing Norwegian bank account and an existing VPS account on the Subscription Form are
exempted, provided the aggregate subscription price is less then NOK 100,000 unless verification of
identity is requested by the Subscription Offices for the Rights Offering. The verification of
identification must be completed prior to the end of the Subscription Period. Subscribers who have
not completed the required verification of identity prior to the expiry of the Subscription Period will
not be allocated New Equity Certificates.
Furthermore, participation in the Rights Offering is conditional upon the subscriber holding a VPS
account. The VPS account number must be stated in the Subscription Form. VPS accounts can be
established with authorised VPS registrars, who can be Norwegian banks, authorised securities firms
in Norway and Norwegian branches of credit institutions established within the EEA. However, non-
Norwegian investors may use nominee VPS accounts registered in the name of a nominee. The
nominee must be authorised by the FSAN. Establishment of a VPS account requires verification of
identification to the VPS registrar in accordance with the Anti-Money Laundering Legislation.
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SpareBank 1 SMN - Prospectus
In accordance with the Norwegian Securities Trading Act, each Subscription Office must categorize all
new customers in one of three customer categories. All Subscribers who are not existing clients of the
Subscription Office will be categorized as non-professional clients unless otherwise is communicated
in writing by the Subscription Office. The Subscription Office will treat the Subscription as an
execution only instruction from the Subscriber, since the Subscription Office is not in the position to
determine whether the Subscription of Offered Shares is suitable or not for the Subscriber.
9.12 Financial Intermediaries
All persons or entities holding Equity Certificates or Subscription Rights through financial
intermediaries (i.e., brokers, custodians and nominees) should read this Section. All questions
concerning the timeliness, validity and form of instructions to a financial intermediary in relation to
the exercise, sale or purchase of Subscription Rights should be determined by the financial
intermediary in accordance with its usual customer relations procedure or as it otherwise notifies each
beneficial equity certificate holder.
The Savings Bank is not liable for any action or failure to act by a financial intermediary through
which Equity Certificates are held.
9.12.1 Subscription Rights
If an Existing Equity Certificate Holder holds Equity Certificates registered through a financial
intermediary at the expiry of the Cut-Off Date as appearing in the VPS on the Record Date, the
financial intermediary will customarily give the Existing Equity Certificate Holder details of the
aggregate number of Subscription Rights to which it will be entitled. The relevant financial
intermediary will customarily supply each Existing Equity Certificate Holder with this information in
accordance with its usual customer relations procedures. Existing Equity Certificate Holders holding
Equity Certificates through a financial intermediary should contact the financial intermediary if they
have received no information with respect to the Rights Offering.
Subject to applicable law, Existing Equity Certificate Holders holding Equity Certificates through a
financial intermediary may instruct the financial intermediary to sell some or all of their Subscription
Rights, or to purchase additional Subscription Rights on their behalf. Please refer to Section 23
(“Restrictions on Sale and Transfer”) for a description of certain restrictions and prohibitions
applicable to the sale and purchase of Subscription Rights in certain jurisdictions outside Norway.
Existing Equity Certificate Holders who hold their Equity Certificates through a financial intermediary
and who are Ineligible Equity Certificate Holders will not be entitled to exercise their Subscription
Rights but may, subject to applicable law, instruct their financial intermediaries to sell their
Subscription Rights transferred to the financial intermediary. As described in Section 9.8
(“Subscription Rights”), neither the Savings Bank nor the Subscription Offices will sell any
Subscription Rights transferred to financial intermediaries.
9.12.2 Subscription Period and Period for Trading in Subscription Rights
The time by which notification of exercise instructions for subscription of New Equity Certificates must
validly be given to a financial intermediary may be earlier than the expiry of the Subscription Period.
The same applies for instructions pertaining to trading in Subscription Rights and the last day of
trading in such rights (which accordingly may be a deadline earlier than the end of trading on the
Oslo Stock Exchange on 26 March 2012). Such deadlines will depend on the financial intermediary.
Existing Equity Certificate Holders who hold their Equity Certificates through a financial intermediary
should contact their financial intermediary if they are in any doubt with respect to deadlines.
78

9.12.3 Subscription
SpareBank 1 SMN - Prospectus
Any Existing Equity Certificate Holder who is not an Ineligible Equity Certificate Holder and who holds
its Subscription Rights through a financial intermediary and wishes to exercise its Subscription Rights,
should instruct its financial intermediary in accordance with the instructions received from such
financial intermediary. The financial intermediary will be responsible for collecting exercise
instructions from the Existing Equity Certificate Holders and for informing one of the Subscription
Offices for the Rights Offering of their exercise instructions.
A person or entity who has acquired Subscription Rights that are held through a financial intermediary
should contact the relevant financial intermediary for instructions on how to exercise the Subscription
Rights.
Please refer to Section 23 (“Restrictions on Sale and Transfer”) for a description of certain restrictions
and prohibitions applicable to the exercise of Subscription Rights in certain jurisdictions outside
Norway.
9.12.4 Method of Payment
Any Existing Equity Certificate Holder who holds its Subscription Rights through a financial
intermediary should pay the Subscription Price for the New Equity Certificates that are allocated to it
in accordance with the instructions received from the financial intermediary. The financial
intermediary must pay the Subscription Price in accordance with the instructions in the Prospectus.
Payment by the financial intermediary for the New Equity Certificates must be made to SpareBank 1
Markets AS no later than the Payment Date. Accordingly, financial intermediaries may require
payment to be provided to them prior to the Payment Date.
9.13 Allocation of New Equity Certificates
Allocation of the New Equity Certificates will take place on or about 30 March 2012 in accordance with
the following criteria:
(i) Allocation will be made to subscribers on the basis of granted and acquired Subscription
Rights, which have been validly exercised during the Subscription Period. Each Subscription
Right will give the right to subscribe for and be allocated one New Equity Certificate in the
Rights Offering.
(ii) If not all Subscription Rights are exercised, subscribers having exercised their Subscription
Rights and who have oversubscribed will be allocated additional New Equity Certificates on a
pro rata basis based on the number of Subscription Rights exercised by each such
subscriber. To the extent that pro rata allocation is not possible, the Savings Bank will
determine the allocation by the drawing of lots.
(iii) New Equity Certificates not allocated pursuant to (i) and (ii) above will be allocated to
subscribers not holding Subscription Rights. Allocation will be sought made on a pro rata
basis based on the relevant subscription amounts.
(iv) New Equity Certificates not allocated pursuant to (i), (ii) and (iii) above will be subscribed
by, and allocated to, the Underwriters, or investors appointed by the Underwriters, based on
and in accordance with the respective underwriting obligations of the Underwriters.
No fractional New Equity Certificates will be allocated. The Savings Bank reserves the right to round
off, reject or reduce any subscription for New Equity Certificates not covered by Subscription Rights.
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SpareBank 1 SMN - Prospectus
Allocation of fewer New Equity Certificates than subscribed for by a subscriber will not impact on the
subscriber’s obligation to pay for the number of New Equity Certificates allocated.
The result of the Rights Offering is expected to be published on or about 30 March 2012 in the form of
a stock exchange notification from the Savings Bank through the Oslo Stock Exchange information
system and at the Savings Bank`s website (www.smn.no). Notifications of allocated New Equity
Certificates and the corresponding subscription amount to be paid by each subscriber are expected to
be distributed in a letter from the Subscription Offices on or about 30 March 2012. Subscribers having
access to investor services through their VPS account manager will be able to check the number of
New Equity Certificates allocated to them from 13:00 hours (CET) on 30 March 2012. Subscribers
who do not have access to investor services through their VPS account manager may contact one of
the Subscription Offices for the Rights Offering from 13:00 hours (CET) on 30 March 2012 to get
information about the number of New Equity Certificates allocated to them.
9.14 Payment for the New Equity Certificates
The payment for New Equity Certificates allocated to a subscriber falls due on the Payment Date 3
April 2012. Payment must be made in accordance with the requirements set out in the Sections
below.
9.14.1 Subscribers who have a Norwegian Bank Account
Subscribers who have a Norwegian bank account must, and will by signing the Subscription Form,
provide SpareBank 1 Markets AS with a one-time irrevocable authorisation to debit a specified bank
account with a Norwegian bank for the amount payable for the New Equity Certificates which are
allocated to the subscriber.
The specified bank account is expected to be debited on or after the Payment Date. SpareBank 1
Markets AS as Global Coordinator is only authorised to debit such account once, but reserves the
right to make up to three debit attempts, and the authorisation will be valid for up to seven working
days after the Payment Date.
The subscriber furthermore authorises SpareBank 1 Markets AS to obtain confirmation from the
subscriber’s bank that the subscriber has the right to dispose over the specified account and that
there are sufficient funds in the account to cover the payment.
If there are insufficient funds in a subscriber’s bank account or if it for other reasons is impossible to
debit such bank account when a debit attempt is made pursuant to the authorisation from the
subscriber, the subscriber’s obligation to pay for the New Equity Certificates will be deemed overdue.
9.14.2 Subscribers who do not have a Norwegian Bank Account
Subscribers who do not have a Norwegian bank account must ensure that payment with cleared funds
for the New Equity Certificates allocated to them is made on or before the Payment Date.
Prior to any such payment being made, the subscriber must contact SpareBank 1 Markets AS or any
of the other Subscription Offices for further details and instructions.
9.14.3 Overdue Payments
Overdue payments will be charged with interest at the applicable rate from time to time under the
Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100, currently 8.75% per
annum. If a subscriber fails to comply with the terms of payment, the New Equity Certificates will,
subject to the restrictions in section 2b-23 of the Financial Institutions Act cf. section 10-12(4) of the
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SpareBank 1 SMN - Prospectus
Public Limited Liability Companies Act, and at the discretion of the Payment Guarantor Underwriter,
not be delivered to the subscriber.
Pursuant to a payment guarantee agreement entered into by the Savings Bank and SpareBank 1
Markets (acting as Payment Guarantor), the Payment Guarantor will, subject to the terms and
conditions of the payment guarantee agreement, on or about 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 Offering with the Norwegian Register of Business Enterprises. In the event that
the subscription amount that has not been paid by the subscribers exceeds NOK 150 million the date
for the Payment Guarantor’s payment will be postponed to 10:00 hours on the first Business Day
subsequent to the date such unpaid subscription amount has been reduced to an amount that is equal
to or less than NOK 150 million. The conditions for the validity of the payment guarantee are as
follows:
(a) That there have been no changes in the conditions of the Rights Issue compared with
what appears from the Prospectus and what is important to the payment guarantee;
(b) Payment from investors and/or Underwriters that have been allocated New Equity
Certificates in the Rights Issue for a total amount of at least the gross proceeds of
NOK 740,406,420 with deduction of NOK 150 million;
(c) The Savings Bank has in principle met all terms and conditions and fulfilled the
obligations of the payment guarantee as per the payment date;
(d) The Savings Bank has made all necessary resolutions and obtained all relevant
approvals for the implementation of the Rights Issue and quotation of the New Equity
Certificates on the Oslo Stock Exchange;
(e) In the period up to publication of the Prospectus regarding the Rights Issue there
must not, neither nationally nor internationally, have been major changes in political,
economic and/or financial matters that according to the Payment Guarantor are likely
to significantly reduce the possibilities of implementing a successful Rights Issue,
including subsequent sale of Equity Certificates in the secondary market;
(f) In the period 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 ;
(g) In the period 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 that 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 Payment Guarantor will probably constitute a materially negative change in the
assumptions of the rights issue making it inadvisable to carry out the rights issue;
and
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SpareBank 1 SMN - Prospectus
(h) That the Payment Guarantor has not exercised its right to termination as referred to
in the next section.
Condition (e) is fulfilled, but conditions (a) - (d) and (f) – (h) are still subject to uncertainty.
Unless otherwise is agreed in writing the payment guarantee lapses 10 July 2012 if the payment date
has not been set to a date prior to the said date. The Payment Guarantor may at its own discretion
terminate the payment guarantee with written notice to the Savings Bank if the Payment Guarantor
at the time of registration of the Rights Issue or prior to such registration has become aware of any of
the following:
(a) that statements given in the Prospectus are incorrect or misleading and that this is of
material importance to the Payment Guarantor;
(b) that the Savings Bank does not meet the guarantees or the obligations arising from
or given in the payment guarantee or any other agreement or obligations that will be
binding for the Savings Bank in connection with the Rights Issue; and which must be
considered to be of material importance to the Rights Issue or
(c) that some of the conditions referred to under the preceding section (a) – (h) has not
been fulfilled or has lapsed.
The non-paying subscribers will remain fully liable for the subscription amount payable for the New
Equity Certificates allocated to them, irrespective of such payment by the Payment Guarantor. The
New Equity Certificates allocated to such subscribers will be transferred to a separate VPS account
operated by SpareBank 1 Markets AS and will be transferred to the non-paying subscriber when
payment of the subscription amount for the relevant New Equity Certificates is received. However, the
Savings Bank and the Payment Guarantor reserve the right to sell or assume ownership of the New
Equity Certificates from and including the fourth day after the Payment Date without further notice to
the subscriber in question in accordance with section 2b-23 of the Financial Institutions Act cf. section
10-12 (4) of the Public Limited Liability Companies Act if payment has not been received within the
third day after the Payment Date. If the New Equity Certificates are sold on behalf of the subscriber,
the subscriber will be liable for any loss, costs, charges and expenses suffered or incurred by the
Savings Bank and/or the Payment Guarantor as a result of or in connection with such sales. The
Savings Bank and/or the Payment Guarantor may enforce payment for any amount outstanding in
accordance with Norwegian law.
The Payment Guarantor shall receive a guarantee commission of 0.10% of the guaranteed amount
under the payment guarantee agreement.
9.15 Delivery of the New Equity Certificates
The Savings Bank expects that the capital increase pertaining to the Rights Offering will be registered
in the Norwegian Register of Business Enterprises on or about 11 April 2012 and that the New Equity
Certificates will be delivered to the VPS accounts of the subscribers to whom they are allocated on or
about the same day. The final deadline for registration of the equity certificate capital increase
pertaining to the Rights Offering in the Norwegian Register of Business Enterprises, and hence for the
subsequent delivery of the New Equity Certificates, is, pursuant to statutory law, three months from
the expiry of the Subscription Period (i.e., 26 June 2012). In the event that the conditions for
completion of the Rights Offering (see Section 9.3 (“Conditions for Completion of the Rights Offering”)
has not been fulfilled by the expiry of the three months period any payments for New Equity
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Certificates made by subscribers will be returned to the subscribers without interest or any other
compensation.
9.16 Listing of the New Equity Certificates
The Equity Certificates are listed on the Oslo Stock Exchange under ticker code “MING”.
The New Equity Certificates issued in the Rights Offering will be listed on the Oslo Stock Exchange as
soon as the capital increase pertaining to the Rights Offering has been registered in the Norwegian
Register of Business Enterprises and the New Equity Certificates have been registered in the VPS.
This is expected to take place on or about 11 April 2012. The listing of the New Equity Certificates on
the Oslo Stock Exchange is expected to take place on or about 12 April 2012.
The New Equity Certificates may not be transferred or traded before they are fully paid and said
registrations in the Norwegian Register of Business Enterprises and the VPS have taken place.
9.17 The Rights Conferred by the New Equity Certificates
The New Equity Certificates issued in the Rights Offering will be ordinary Equity Certificates in the
Savings Bank having a nominal value of NOK 20 each and will be issued electronically in registered
form.
The New Equity Certificates will rank pari passu in all respects with the Existing Equity Certificates
and will carry full Equity Certificate Holder rights in the Savings Bank from the time of registration of
the capital increase pertaining to the Rights Offering in the Norwegian Register of Business
Enterprises. The New Equity Certificates will be eligible for any dividends which the Savings Bank may
declare after said registration. Please refer to Section 19 (“Equity Certificates and Equity Certificate
Holder Matters”) for a more detailed discussion of the rights attached to the Equity Certificates, and
Section 13 (“Dividend and Dividend Policy”) for a discussion on dividends and dividend policy.
9.18 VPS Registration
The Subscription Rights will be registered with the VPS under the International Securities
Identification Number (ISIN) NO 001 0637770. The New Equity Certificates will be registered in the
VPS with the same International Securities Identification Number as the Existing Equity Certificates,
being ISIN NO 000 6390301.
The Savings Bank`s registrar in the VPS is SpareBank 1 SMN, FX Settlement and Security Services,
Søndre gate 4, 7011 Trondheim, Norway.
9.19 The Underwriting
The Underwriters and the Savings Bank entered into the Underwriting Agreement on 30 January
2012, pursuant to which the Underwriters have undertaken on a pro rata basis, and not joint and
severally, to underwrite an aggregate amount of NOK 750,000,000 (100%) in the Rights Offering.
The Underwriters have, limited to their respective underwritten amounts as set out in the table below,
undertaken to subscribe and pay for the New Equity Certificates not subscribed for during the
Subscription Period on or prior to the Payment Date:
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Underwriters
SpareBank 1 SMN - Prospectus
Name Address
84
Underwritten
Amount
(NOK)
%
(approx.)
SpareBank 1 Markets AS Olav Vs gate 5, 0114 Oslo, Norge 117,100,000 15.61%
Swedbank AB, Norway Branch Fillipstad Brygge 1, 0115 Oslo, Norge 200,000,000 26.67%
Samarbeidende Sparebanker AS Pb. 188, 3901 Porsgrunn, Norge 70,000,000 9.33%
Sparebanken Hedmark Strandgata 15, 2302 Hamar, Norge 70,000,000 9.33%
SpareBank 1 Nord-Norge Storgata 65, 9298 Tromsø, Norge 70,000,000 9.33%
SpareBank 1 SR-Bank Pb. 250, 4066 Stavanger, Norge 70,000,000 9,33%
Reitan Gruppen AS Pb. 1840, 7440 Trondheim, Norge 54,000,000 7.20%
Odin Norge Dr. Mauds gt. 11, 0250 Oslo, Norge 43,000,000 5.73%
Aker ASA Pb. 1423 Vika, 0115 Oslo, Norge 11,850,000 1.58%
The Resource Group TRG AS Pb. 1423 Vika, 0115 Oslo, Norge 10,750,000 1.43%
Rasmussengruppen AS Kirkegaten 1, 4661 Kristiansand s., Norge 16,800,000 2.24%
Vind LV AS Parkveien 55, 0201 Oslo, Norge 16,500,000 2.20%
750,000,000 100.00%
Total ..............................................................................................................
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.
These conditions are:
(a) As per 1 February 2012 the Savings Bank has established valid underwriting for an
underwriting amount that in total is equivalent to at least 100% of the gross proceeds
of the Rights Issue;
(b) By 25 February 2012 the Savings Bank’s auditor must submit the auditor’s report for
the financial statement for the Savings Bank for 2011;
(c) The legal due diligence of the Savings Bank must be completed by 25 February 2012
and must not have identified materially negative matters that were not previously
known or otherwise known to the Underwriters;
(d) With the exception for the final approval from the Financial Supervisory Authority of
Norway regarding the capital increase and amendment of the articles of association,
the Savings Bank has as per the first day of the subscription period for the Rights
Issue obtained all relevant approvals for the implementation of the Rights Issue from
the Oslo Stock Exchange and the Financial Supervisory Authority;
(e) In the period from the effective date and up to publication of the Prospectus regarding
the Rights Issue there must not, neither nationally nor internationally, have been
major changes in political, economic and/or financial matters that according to the
Underwriter will probably significantly reduce the possibilities of implementing a
successful Rights Issue, including subsequent sale of Equity Certificates in the
secondary market;
(f) In the period from 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

SpareBank 1 SMN - Prospectus
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;
(g) 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 that 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.
Conditions (a) – (e) are fulfilled, but condition (f) and (g) are still subject to uncertainty.
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.
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 materialise or (iii) the guarantee obligation has lapsed due to the conditions (f)
– (g) have not been met. If the Savings Bank has not claimed payment under the Underwriting
Agreement within 30 June 2012, the underwriting liability expires in its entirety. In such event, the
Rights Offering will be withdrawn unless it is fully subscribed. Please refer to Section 9.3 (“Conditions
for Completion of the Rights Offering”) above for a description of the consequences of a withdrawal of
the Rights Offering.
Pursuant to the Underwriting Agreement, each Underwriter will upon completion of the Rights
Offering receive an underwriting fee of 1.25% of the amount underwritten by it.
9.20 Net Proceeds and Expenses Relating to the Rights Offering
The Savings Bank will bear the fees and expenses related to the Rights Offering, which are estimated
to amount to approximately NOK 26.1 million, of which approximately NOK 9.4 million are
underwriting fees to the Underwriters as discussed in Section 9.19 (“The Underwriting”) above with
the addition of approximately NOK 16.7 million in other fees and expenses to the Global Coordinator
and the Joint Lead Managers, as well as other costs and expenses. No expenses or taxes will be
charged by the Savings Bank, the Global Coordinator or the Joint Lead Managers to the subscribers in
the Rights Offering.
Total net proceeds from the Rights Offering are estimated to amount to approximately NOK 714.3
million. The premium on the New Equity Certificates will be allocated to the Savings Bank`s premium
reserve.
9.21 Interests of Natural and Legal Persons Involved in the Rights Offering
The Global Coordinator and the Joint Lead Managers or their affiliates have provided from time to
time, and may provide in the future, investment and commercial banking services to the Savings
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SpareBank 1 SMN - Prospectus
Bank and its affiliates in the ordinary course of business, for which they may have received and may
continue to receive customary fees and commissions.
Further, in connection with the Rights Offering, each of the Global Coordinator and the Joint Lead
Managers, its employees and any affiliate acting as an investor for its own account may receive
Subscription Rights (if they are Existing Equity Certificate Holders) and may exercise its right to take
up such Subscription Rights and acquire New Equity Certificates, and, in that capacity, may retain,
purchase or sell Subscription Rights or New Equity Certificates and any other securities of the Savings
Bank or other investments for its own account and may offer or sell such securities (or other
investments) otherwise than in connection with the Rights Offering. Neither the Global Bookrunner
nor the Joint Lead Managers intends to disclose the extent of any such investments or transactions
otherwise than in accordance with any legal or regulatory obligation to do so.
SpareBank 1 SMN Markets is a part of SpareBank 1 SMN and is acting as Joint Lead Manager in
connection with the Rights Offering. SpareBank 1 SMN holds 6,388 own Equity Certificates and
employees of SpareBank 1 SMN Markets holds 95,948 Equity Certificates as of the date of the
Prospectus.
SpareBank 1 Markets AS holds none Equity Certificates and employees of SpareBank 1 Markets AS
holds 5,203 Equity Certificates as of the date of the Prospectus. Swedbank First Securities holds none
Equity Certificates and employees of Swedbank First Securities holds 47,630 Equity Certificates as of
the date of the Prospectus.
Employees of the Global Coordinator and the Joint Lead Managers are not prohibited from subscribing
in the issue, but will receive no preferential allocation.
9.22 Participation of Major Existing Equity Certificate Holders and Members of the
Savings Bank’s Management, Supervisory and Administrative Bodies in the Rights
Offering
The Savings Bank is not aware of whether any major Equity Certificate Holders of the Savings Bank
or members of Group Management, supervisory or administrative bodies intend to subscribe for New
Equity Certificates in the Rights Offering, or whether any person intends to subscribe for more than
5% of the Rights Offering.
9.23 Publication of Information Relating to the Rights Offering
In addition to press releases which will be posted on the Savings Bank`s website, the Savings Bank
will use the Oslo Stock Exchange information system to publish information relating to the Rights
Offering.
9.24 Governing Law and Jurisdiction
This Prospectus, the Subscription Forms and the terms and conditions of the Rights Offering shall be
governed by and construed in accordance with, and the New Equity Certificates will be issued
pursuant to, the Securities Trading Act, the Financial Institutions Act and the Public Limited Liability
Companies Act with regulations.
Any dispute arising out of, or in connection with, this Prospectus or the Rights Offering shall be
subject to Norwegian law and to the exclusive jurisdiction of the courts of Norway, with Oslo as legal
venue.
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10 THE EMPLOYEE OFFERING
10.1 Overview
SpareBank 1 SMN - Prospectus
The Employee Offering consists of an offer by the Savings Bank to issue up to 2,307,692 New Equity
Certificates to Eligible Employees at a Subscription Price of NOK 26 per New Equity Certificate.
Each Eligible Employee may in the Employee Offering be allocated up to a maximum of 3,000 New
Equity Certificates.
The Subscription Office for the Employee Offering is SpareBank 1 SMN Markets, FX Settlement and
Security Services, Søndre Gate 4, P.O. Box 4796 Sluppen, NO-7467 Trondheim, Norway (fax: +47 73
58 64 48).
10.2 Resolution to Issue the New Equity Certificates
On 6 March 2012, the Supervisory Board of the Savings Bank passed the following resolution to
increase the nominal Equity Certificate capital of the bank in connection with the Employee Offering
(translated from Norwegian):
(a) The savings bank`s nominal equity certificate capital is to be increased by a minimum of
NOK 20 and maximum of NOK 46,153,840 through the issue of a minimum of 1 and
maximum of 2,307,692 new equity certificates, each with a nominal value of NOK 20.
(b) The subscription price per equity certificate shall be NOK 26, the same as the subscription
price in the rights issue. The subscription amount shall be paid in cash. The total proceeds
from the offering will amount to minimum NOK 26 and maximum NOK 59,999,992.
(c) The subscription premium after deducting issue costs attributable to the Employee Offering
shall be transferred in full to the premium reserve.
(d) The preferential rights of equity certificate holders are derogated from. Employees with
permanent non-terminated employment on 50% or more basis per 1 March 2012 in (i) the
Savings Bank, (ii) the subsidiaries of the Savings Bank in which the Savings Bank owns
more than 85% of the shares, and (iii) SpareBank 1 Bilplan AS and Berg Data AS, may
subscribe equity certificates in the Employee Offering. The right to subscribe for equity
certificates in the Employee Offering is personal and may not be transferred to otherwise
assigned to third parties.
(e) Allocation of the new equity certificates shall be made by the board of directors of the
savings bank. The board of directors may delegate such authority to the chairman and the
group CEO jointly. Each employee and elected representative who is entitled to subscribe in
the Employee Offering in accordance with item (d) above may be allocated up to a
maximum of 3,000 equity certificates in the Employee Offering. To the extent the maximum
number of equity certificates issuable pursuant to item (a) above does not allow for full
allocation to each of the subscribers, the allocation shall be reduced on a pro rata basis by
board of directors. Allocation is conditional on the subscriber (i) having a VPS account with
the savings bank as account manager and (ii) undertaking not to sell, pledged or otherwise
dispose over the equity certificates in a period of one year from the time of registration of
the new equity certificates on the subscriber’s VPS account.
(f) The savings bank shall prepare a prospectus that shall be approved by the Financial
87

SpareBank 1 SMN - Prospectus
Supervisory Authority of Norway in connection with the offering. The equity certificates shall
be subscribed by using a designated subscription form for the Employee Offering.
(g) The subscription period shall commence on 12 March 2012 and end at 17.30 (Norwegian
time) on 26 March 2012. However, if the prospectus is not approved in time to maintain this
subscription period, the subscription period shall commence as soon as possible after such
approval has been obtained and end at 17:30 (Norwegian time) two weeks thereafter.
(h) The due date for payment of the new equity certificates is 3 April 2012 or the sixth trading
day on the Oslo Stock Exchange after the expiry of the subscription period if the subscription
period is postponed in accordance with item (g) above. When subscribing for equity
certificates, each subscriber with a Norwegian bank account must, using the subscription
form, grant SpareBank 1 SMN a one-time power of attorney to debit a specified Norwegian
bank account for the subscription amount corresponding to the number of allocated equity
certificates. Upon allocation, the allocated amount will be debited the account of the
subscriber. The debit will take place on or around the due date for payment.
(i) The new equity certificates will give the same rights as the existing equity certificates and
will give rights in the savings bank from the time the capital increase is registered with the
Norwegian Registry of Business Enterprises, including rights to dividends declared after such
registration.
(j) §2-2 (1) of the Articles of Association shall be amended to reflect the new issued equity
certificate capital and the new number of equity certificates following the capital increase.
(k) Completion of the capital increase is conditional upon any required consents from the
Norwegian Financial Supervisory Authority, and completion of the rights offering.
10.3 Conditions for Completion of the Employee Offering
The completion of the Employee Offering is subject to the following conditions:
(i) The FSAN having approved the increase in the Savings Bank`s equity certificate capital
resulting from the Rights Offering and the corresponding amendments to the Savings
Bank`s Articles of Association; and
(ii) Completion of the Rights Offering, see Section 9.3 (“Conditions for Completion of the Rights
Offering”).
If it becomes clear that the above conditions will not be fulfilled, the Employee Offering will be
withdrawn. Information on fulfilment or non-fulfilment of the conditions for completion of the
Employee Offering will be published by the Savings Bank in the manner set forth in Section 10.17
(“Publication of Information Relating to the Employee Offering”), as soon as all such conditions have
been fulfilled, or, if applicable, it becomes clear that all conditions will not be fulfilled.
88

10.4 Timetable
SpareBank 1 SMN - Prospectus
The timetable set out below provides certain indicative key dates for the Employee Offering:
Subscription Period commences...............................................................12 March 2012
Subscription Period ends ........................................................................26 March 2012 at 17:30 hours (CET)
Allocation of the New Equity Certificates ...................................................On or about 30 March 2012
Distribution of allocation letters ...............................................................On or about 30 March 2012
Payment Date .......................................................................................3 April 2012
Approval from the FSAN, registration in the Norwegian Register of
Business Enterprises and delivery of the New Equity Certificates .................
Listing and commencement of trading in the New Equity Certificates on
89
On or about 11 April 2012
the Oslo Stock Exchange ........................................................................On or about 12 April 2012
10.5 Subscription Price
The Subscription Price in the Employee Offering is the same as in the Rights Offering, i.e. NOK 26 per
New Equity Certificate.
10.6 Subscription Period
The Subscription Period will commence on 12 March 2012 and end on 26 March 2012 at 17:30 hours
(CET). The Subscription Period may not be extended.
10.7 Eligible Employees
Employees with permanent non-terminated employment, including part time employees with
permanent non-terminated employment on a more than 50% basis, per 1 March 2012, employed in
either of the following entities may subscribe in the Employee Offering:
(i) The Savings Bank;
(ii) The subsidiaries of the Savings Bank in which the Savings Bank owned more than 85% of
the shares as of 1 March 2012;
(iii) SpareBank 1 Bilplan AS;
(iv) Berg Data AS.
10.8 Subscription Procedures and Receiving Agent for the Employee Offering
Subscriptions for New Equity Certificates must be made by submitting a correctly completed online
subscription via the Savings Bank`s internal webpages or alternatively by submitting a correctly
completed Subscription Form to the Subscription Office for the Employee Offering (SpareBank 1 SMN
Markets, FX Settlement and Security Services) during the Subscription Period.
Eligible Employees subscribing in the Employee Offering must have a VPS investor account with
SpareBank 1 SMN as account manager in order to subscribe in the Employee Offering.

SpareBank 1 SMN - Prospectus
Correctly completed Subscription Forms must be received by the Subscription Office for the Employee
Offering no later than 17:30 hours (CET) on 26 March 2012 at the following address or fax number:
SpareBank 1 SMN Markets, FX Settlement and Security Services
Søndre gate 4
P.O Box 4796 Sluppen
N-7467 Trondheim
Norway
Fax: +47 73 58 64 48
Subscribers in the Employee Offering may also subscribe for New Equity Certificates
through the VPS online subscription system (by following the link on the Savings Bank`s
internal webpages which will redirect the subscriber to the VPS online subscription
system).
Neither the Savings Bank nor the Subscription Office for the Employee Offering may be held
responsible for postal delays, unavailable fax lines, internet lines or servers or other logistical or
technical problems that may result in subscriptions not being received in time or at all. Subscription
Forms received after the end of the Subscription Period and/or incomplete or incorrect Subscription
Forms and any subscription that may be unlawful may be disregarded at the sole discretion of the
Savings Bank without notice to the subscriber.
Subscriptions are binding and irrevocable, and cannot be withdrawn, cancelled or modified by the
subscriber after having been received by the Receiving Agent for the Employee Offering. The
subscriber is responsible for the correctness of the information filled into the Subscription Form or the
VPS online subscription system. By signing and submitting a Subscription Form or submitting an
online subscription, the subscribers confirm and warrant that they have read this Prospectus and are
eligible to subscribe for New Equity Certificates under the terms set forth herein.
Multiple subscriptions (i.e., subscriptions on more than one Subscription Form) are
allowed, but subject to the maximum allocation of up to 3,000 Equity Certificates per
Eligible Employee. Please note, however, that two separate Subscription Forms submitted
by the same subscriber with the same number of New Equity Certificates subscribed for on
both Subscription Forms will only be counted once unless otherwise explicitly stated in one
of the Subscription Forms. In the case of multiple subscriptions through the VPS online
subscription system or subscriptions made both on a Subscription Form and through the
VPS online subscription system, all subscriptions will be counted.
10.9 Allocation of New Equity Certificates
Allocation of the New Equity Certificates will take place on or about 30 March 2012. Each Eligible
Employee may be allocated up to a maximum of 3,000 New Equity Certificates in the Employee
Offering. To the extent the Savings Bank receives subscriptions in excess of the maximum number of
New Equity Certificates issuable in the Employee Offering, the number of New Equity Certificates
allocable to the Eligible Employees will be reduced on a pro rata basis.
The result of the Employee Offering is expected to be published on or about 30 March 2012 in the
form of a stock exchange notification from the Savings Bank through the Oslo Stock Exchange
information system and at the Savings Bank`s website (www.smn.no). Notifications of allocated New
Equity Certificates and the corresponding subscription amount to be paid by each subscriber are
expected to be distributed in a letter from the Subscription Office on or about 30 March 2012.
Subscribers having access to investor services through SpareBank 1 SMN will be able to check the
90

SpareBank 1 SMN - Prospectus
number of New Equity Certificates allocated to them from 13:00 hours (CET) on 30 March 2012.
Subscribers who do not have access to investor services through SpareBank 1 SMN may contact the
Subscription Office for the Employee Offering (SpareBank 1 SMN Markets, FX Settlement and Security
Services, on mail settlement@smn.no from 13:00 hours (CET) on 30 March 2012 to get information
about the number of New Equity Certificates allocated to them.
10.10 Lock-Up
By subscribing in the Employee Offering, the subscriber (i) undertakes not to sell, pledge or in any
way dispose over the New Equity Certificates issued to the subscriber for a period of one year from
the registration of the New Equity Certificates on the subscribers VPS account. The Employee Offering
will be registered in the VPS with a separate International Securities Identification Number, being
ISIN NO 001 0635394 with a lock-up period of one year.
10.11 Payment for the New Equity Certificates
The payment for New Equity Certificates allocated to a subscriber falls due on the Payment Date (3
April 2012). Payment must be made in accordance with the requirements set out below.
Subscribers will by signing the Subscription Form, provide the Subscription Office for the Employee
Offering with a one-time irrevocable authorisation to debit a specified bank account with a Norwegian
bank for the amount payable for the New Equity Certificates which are allocated to the subscriber.
The specified bank account is expected to be debited on or after the Payment Date. The Subscription
Office for the Employee Offering is only authorised to debit such account once, but reserves the right
to make up to three debit attempts, and the authorisation will be valid for up to seven working days
after the Payment Date.
The subscriber furthermore authorises the Subscription Office for the Employee Offering to obtain
confirmation from the subscriber’s bank that the subscriber has the right to dispose over the specified
account and that there are sufficient funds in the account to cover the payment.
If there are insufficient funds in a subscriber’s bank account or if it for other reasons is impossible to
debit such bank account when a debit attempt is made pursuant to the authorisation from the
subscriber, the subscriber’s obligation to pay for the New Equity Certificates will be deemed overdue.
Overdue payments will be charged with interest at the applicable rate from time to time under the
Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100, currently 8.75% per
annum. Subject to applicable laws, if a subscriber fails to comply with the terms of payment, the New
Equity Certificates will not be delivered to the subscriber. The non-paying subscribers will remain fully
liable for the subscription amount payable for the New Equity Certificates allocated to them. However,
the Savings Bank reserves the right to appoint a third party to sell or assume ownership of the New
Equity Certificates, from and including the fourth day after the Payment Date without further notice to
the subscriber in question in accordance with section 2b-23 of the Financial Institutions Act cf. section
10-12(4) of the Public Limited Liability Companies Act if payment has not been received within the
third day after the Payment Date. If the New Equity Certificates are sold on behalf of the subscriber,
the subscriber will be liable for any loss, costs, charges and expenses suffered or incurred by the
Savings Bank as a result of or in connection with such sales. The Savings Bank may enforce payment
for any amount outstanding in accordance with Norwegian law.
10.12 Delivery of the New Equity Certificates
The Savings Bank expects that the capital increase pertaining to the Employee Offering will be
registered in the Norwegian Register of Business Enterprises on or about 11 April 2012 and that the
91

SpareBank 1 SMN - Prospectus
New Equity Certificates will be delivered to the VPS accounts of the subscribers to whom they are
allocated on or about 11 April 2012. The final deadline for registration of the equity certificate capital
increase pertaining to the Employee Offering in the Norwegian Register of Business Enterprises, and
hence for the subsequent delivery of the New Equity Certificates, is, pursuant to statutory law, three
months from the expiry of the Subscription Period (i.e., 26 June 2012). In the event that the
conditions for completion of the Employee Offering (see Section 10.3 (“Conditions for Completion of
the Employee Offering”) has not been fulfilled by expiry of the three months period and any payments
for New Equity Certificates made by subscribers will be returned to the subscribers without interest or
any other compensation.
10.13 Listing of the New Equity Certificates
The Equity Certificates are listed on the Oslo Stock Exchange under ticker code “MING”.
The New Equity Certificates issued in the Employee Offering will be listed on the Oslo Stock Exchange
as soon as the capital increase pertaining to the Employee Offering has been registered in the
Norwegian Register of Business Enterprises and the New Equity Certificates have been registered in
the VPS. This is expected to take place on or about 11 April 2012. The listing of the New Equity
Certificates on the Oslo Stock Exchange is expected to take place on or about 12 April 2012.
The New Equity Certificates may not be transferred or traded before they are fully paid and said
registrations in the Norwegian Register of Business Enterprises and the VPS have taken place.
10.14 The Rights Conferred by the New Equity Certificates
The New Equity Certificates issued in the Employee Offering will be ordinary Equity Certificates in the
Savings Bank having a nominal value of NOK 20 each and will be issued electronically in registered
form.
The New Equity Certificates will rank pari passu in all respects with the Existing Equity Certificates
and will carry full Equity Certificate Holder rights in the Savings Bank from the time of registration of
the capital increase pertaining to the Employee Offering in the Norwegian Register of Business
Enterprises. The New Equity Certificates will be eligible for any dividends which the Savings Bank may
declare after said registration. Please refer to Section 19 (“Equity Certificates, Equity Certificate
Holder Matters and Ownership Structure”) for a more detailed discussion of the rights attached to the
Equity Certificates, and Section 13 (“Dividend and Dividend Policy”) for a discussion on dividends and
dividend policy.
10.15 VPS Registration
The New Equity Certificates will be registered in the VPS with a separate International Securities
Identification Number, being ISIN NO 001 0635394, and will be converted into the Existing Equity
Certificates ISIN number, being ISIN NO 000 6390301, after a lock-up period of 1 year, see section
10.10 (Lock-Up).
The Savings Bank`s registrar in the VPS is SpareBank 1 SMN, FX Settlement and Security Services,
Søndre gate 4, NO-7011 Trondheim, Norway.
10.16 Net Proceeds and Expenses Relating to the Employee Offering
The fees and expenses related to the Employee Offering are considered insignificant (i.e. less than
NOK 10,000). No expenses or taxes will be charged by the Savings Bank, the Global Coordinator or
the Joint Lead Managers to the subscribers in the Employee Offering.
92

SpareBank 1 SMN - Prospectus
The net proceeds of the Employee Offering will be minimum NOK 26 and maximum NOK 59,999,992.
The premium on the New Equity Certificates will be allocated to the Savings Bank`s premium reserve.
10.17 Publication of Information Relating to the Employee Offering
In addition to press releases which will be posted on the Savings Bank`s website, the Savings Bank
will use the Oslo Stock Exchange information system to publish information relating to the Employee
Offering.
10.18 Governing Law and Jurisdiction
This Prospectus, the Subscription Forms and the terms and conditions of the Employee Offering shall
be governed by and construed in accordance with, and the New Equity Certificates will be issued
pursuant to, the Securities Trading Act, the Financial Institutions Act and the Public Limited Liability
Companies Act with regulations.
Any dispute arising out of, or in connection with, this Prospectus or the Employee Offering shall be
subject to Norwegian law and to the exclusive jurisdiction of the courts of Norway, with Oslo as legal
venue.
93

11 DILUTION
SpareBank 1 SMN - Prospectus
The Rights Offering and the Employee Offering (assuming that the Employee Offering is fully
subscribed) will result in an immediate dilution of approximately 24.5% for Existing Equity Certificate
Holders who do not participate in the Rights Offering. If Existing Equity Certificate Holders exercise
their subscription rights, the Rights Offering and the Employee Offering will result in an immediate
dilution of approximately 1.8% (assuming that the Employee Offering is fully subscribed).
The table below illustrates the dilution effect, given that both the Rights Offering and Employee
Offering are fully subscribed, if Existing Equity Certificate Holders do not participate in the Rights
Offering.
Number of equity certificates
% dilution
Before the Rights
Offering and Employee
Offering
94,930,286
0.0 %
94
After the Rights Offering,
and before the Employee
Offering
123,407,456
23.1 %
After the Rights
Offering and the
Employee Offering
125,715,148
24.5 %
The table below illustrates the dilution effect, given that both the Rights Offering and Employee
Offering are fully subscribed, if Existing Equity Certificate Holders do participate in the Rights
Offering.
Number of equity certificates
% dilution
Before the Rights
Offering and Employee
Offering
94,930,286
0.0 %
After the Rights Offering,
and before the Employee
Offering
123,407,456
0.0 %
After the Rights
Offering and the
Employee Offering
125,715,148
1.8 %

SpareBank 1 SMN - Prospectus
12 BUSINESS DESCRIPTION OF THE GROUP
12.1 Group Overview
SpareBank 1 SMN (formerly Sparebanken Midt-Norge) was founded in Norway on 26 May 1823 and is
registered in the Norwegian Registry of Business Enterprises with organisation number 937 901 003.
The address of its registered office is Søndre gate 4, P.O. Box 4796 Sluppen, N-7467 Trondheim,
Norway.
SpareBank 1 SMN has around 1,150 employees and is the largest bank in Mid-Norway with total
assets of NOK 101.5 billion at 31 December 2011. As one of the members of the SpareBank 1
Alliance, the Savings Bank is part of Norway's second largest financial group.
SpareBank 1 SMN offers a wide range of financial products and services to retail customers, small and
medium-sized companies and the agricultural and public sectors. The Bank is a regional independent
savings bank with a local footing. Closeness and competence characterise our relationship to the
market.
An important part of the Group’s strategy is to maintain a variety of branch solutions in the
municipalities and administrative centres in its core market. SpareBank 1 SMN is located at 54 places
in 43 municipalities. The offices are spread from Førde in Sogn og Fjordane in the south of Norway, to
Bindal in Nordland County in the north of Norway, and from Florø in Sogn og Fjordane in the west of
Norway to Lierne in Nord-Trøndelag in the east of Norway.
12.2 History
Some of the key events in the history of SpareBank 1 SMN are:
Year Event
1823 .................................. Trondhjems Sparebank was established in the city of Trondhjem by 39 of the
city's men subscribing a capital fund of 1,596 speciedalers.
1840 .................................. It was decided that parts of the Trondhjems Sparebank annual profits should be
allocated for for public and welfare purposes.
1975 .................................. Trondhjems Sparebank and Strindens Sparebank merged.
1982 .................................. All the savings banks in the Trøndelags region and four savings banks in the
Møre region, in total 31 banks, were invited to participate in establishing
Sparebanken Midt-Norge and approximately half of these banks accepted the
invitation.
1985 .................................. Towards the end of 1984 additional 7 banks decided to participate in
Sparebanken Midt-Norge.
1988 .................................. Sparebanken Midt-Norge merged with Spareskillingsbanken.
1994 .................................. Sparebanken Midt-Norge was listed on the Oslo Stock Exchange.
1996 .................................. Sparebanken Midt-Norge participated in establishing the SpareBank 1 Alliance.
2004 .................................. SpareBank 1 Midt-Norge made an offer to acquire Romsdals Fellesbank.
2005 .................................. Romsdals Fellesbank became a wholly-owned subsidiary of SpareBank 1 Midt-
Norge.
2008 .................................. SpareBank 1 Midt-Norge changed its name to SpareBank 1 SMN.
2008 .................................. SpareBank 1 Midt-Norge acquired 25% of Glitnir Bank ASA together with the
other SpareBank 1 Alliance banks. In January 2009, Glitnir Bank ASA changed
its name to BN Bank ASA.
2009 .................................. Agreement signed with the Norwegian State Finance Fund for a capital injection
of NOK 1,250 million through issuance of capital contribution securities.
2009 .................................. Ownership of BN Bank ASA increased to 33% through acquisition of shares from
SpareBank 1 Nord-Norge and SpareBank 1 SR-Bank, and acquisition of BN Bank
95

Asa’s business in Ålesund.
SpareBank 1 SMN - Prospectus
2010 .................................. Hybrid equity loan of NOK 1,250m from the State Finance Fund refinanced
through an underwritten rights issue, and employee issue and a hybrid equity
issue.
2010 .................................. New office opened in Øvre Årdal in Sogn og Fjordane.
2010 .................................. Minister of Trade and Industry Trond Giske opens SpareBank 1 SMN’s new Head
Office at 2010hrs on 20.10.2010.
Important events in 2011:
2011 .................................. FAIBCI Propert Award Goes to SpareBank 1 SMN’s new Head Office.
2011 .................................. Trondheim Minicipality’s Energy Award goes to SpareBank1 SMN’s new Head
Office
2011 .................................. The Supervisory Board approves establishment of the foundation
“Sparbankstiftelsen SpareBank 1 SMN”.
2011 .................................. The Savings Bank acquires 9.1 million Polaris Media shares from the
bankrupt estate of Roll Severin.
2011 .................................. The Savings Bank is awarded the Prize of Honour at Trondheim Sports Gala
for excellent work on the keep-fit programme “Better Shape”.
2011 .................................. SpareBank 1 SMN Regnskap acquires 40% of the national accounting chain
Consis AS
12.3 Business Idea and Strategy
12.3.1 Goals and Strategy
SpareBank 1 SMN intends to be a leading provider of financial products and advice to private
individuals, businesses and the public sector in Møre and Romsdal, South and North Trøndelag, as
well as Sogn and Fjordane.
In addition SpareBank 1 SMN will provide estate agency, asset management, and accounting services
in the same geographical areas and to the same customer groups.
The SpareBank 1 Alliance is the bank’s strategic foundation and the basis for SpareBank 1 SMN’s
regional business strategies and independence. SpareBank 1 SMN will play an active role in the
development of the SpareBank 1 Alliance as a leading financial services grouping. A key aspect of
SpareBank 1 SMN’s strategy is to maintain a presence via a variety of office solutions in municipal
and administrative centers in its natural catchment area. This, combined with round-the-clock access
via the internet bank and telephone bank and our customer centre, gives the Bank a unique
competitive edge.
Within the retail market segment, the bank aims to professionalise its operations and to constitute an
effective sales organisation. Within the corporate market segment, the bank aims to maintain its
position as a regional market leader. Growth should take place on the basis of risk exposure at all
times being in accordance with the Group`s credit strategy, ensuring a moderate level of losses over
time.
SpareBank 1 SMN shall have a clear, leading position in the savings and pensions market segments in
Mid-Norway, and is currently adapting its distribution strategy to the “digital world”.
96

SpareBank 1 SMN - Prospectus
The bank is committed to systematically developing its employees' expertise in accordance with
regulatory requirements and customer demands, and shall be the employer of choice, attracting and
maintaining skilled employees who are proud of working for SpareBank 1 SMN.
The Savings Bank`s goals towards the strategy period 2012 to 2015 are:
• To be among the best bank on customer experience
• To have the best and most committed workforce
• To achieve growth in markets shares
• To come across as unquestionably solid
• To exploit the potentials in the SpareBank 1 Alliance
The bank shall secure top-line growth by maintaining and strengthening its position as a market
leader in Mid-Norway. Further, the bank shall develop its multi-channel strategy and adapt customer
contact to meet customer requirements as well as cost-efficient operations. The bank recognises the
need to continue to develop its organisation through good management, maintenance of a high level
of expertise and focus on continuous improvement and organisational flexibility in achieving its goals.
The Group will continue to maintain a strong focus on risk management, and shall be a profitable,
cost-efficient, solid and low-risk bank, with a market share of at least 40% within its focus areas in
Mid-Norway.
The table below sets forth information about the Group`s financial targets and to what extent these
are achieved per 31 December 2011.
97
As of 31 December
Target 2011 2010
Return on equity ....................................................................... 15.0% 12.8% 14.6%
Core (tier I) capital ratio ............................................................ 11.0% 10.4% 10.9%
Capital (adequacy) ratio ............................................................. 12.0% 12.0% 13.0%
Cost-income ratio ...................................................................... 50.0% 53.0% 45.0%
12.3.2 Visions and Values
SpareBank 1 SMN's vision is to be the recommended bank among customers in Mid-Norway. This
vision gives a great responsibility towards customers, partners, employees and owners. In order to
live up to its vision, the bank must steadily improve and be ahead of the market and customer
requirements.
SpareBank 1 SMN intends to remain an independent, regional bank with local roots that means more
to companies and people in the region than “just another bank”. As a big savings bank in Mid-Norway,
the Savings Bank has an important responsibility towards the community. SpareBank 1 SMN is aware
of this responsibility and will contribute to the region’s growth and development. Through the
SpareBank 1 SMN Fund (donation fund for charitable purposes), the Savings Bank supports art,
culture, sport and business development in Mid-Norway.
SpareBank 1 SMN`s core values: Close at hand and Capable:
• Close: The Savings Bank must be close at hand in order to remain at the forefront and grow in
the regional market:
o Beeing accessible – more so than our competitors in all channels
o Assuring personal contact with advisor
o Taking the initiative in meeting the customer with good advice and products

SpareBank 1 SMN - Prospectus
o Emphasising quantity and continuity in relevant contact with the customer
o Keeping decision-making paths short
o Showing considerable social commitment
• Capable: The Savings Bank must be capable in order to retain a leading position in the region
when faced with increased competence requirements, this being a clear precondition for the
ability to maintain profit with a full service model, to exploit cross sales opportunities, and to
recruit and retain customers and the most capable staff:
o Having a broad product range that is right for the times
o Having, and demonstrating, solid professional competence, good skills
o The ability to teamwork across the organisation
o Focusing on profitability
o Maintaining a high ethical standard in everything the Savings Bank do
o Ensuring the Savings Banks customers see that their needs for financial advice and
services are met
o Taking relevant initiatives
12.4 The Group’s Legal and Operational Structure
12.4.1 The Group’s Legal Structure
The Group consists of SpareBank 1 SMN and the subsidiaries EiendomsMegler 1 Midt-Norge AS,
SpareBank 1 SMN Finans AS, SpareBank 1 SMN Regnskap AS, Allegro Finans ASA, Sparebanken Midt-
Norge Invest AS, SpareBank 1 Kvartalet AS and SpareBank 1 SMN Card Solutions AS.
The figure below illustrates the Group’s current legal structure:
98

Subsidaries
EiendomsMegler1 AS
87 %
SpareBank 1 SMN
Finans AS
100 %
SpareBank 1 SMN
Regnskap AS
100 %
SpareBank 1 SMN
Invest AS
100 %
Allegro Finans ASA
90 %
SpareBank 1 SMN
Kvartalet AS
100%
SpareBank 1 SMN Card
Solutions AS
100%
SpareBank 1
Gruppen AS
19.5 %
SpareBank 1
Livforsikring AS 100 %
SpareBank 1
Skadeforsikring AS 100
%
ODIN Forvaltning AS
100 %
SpareBank 1 Markets
AS
97.2 %
Actor Fordrings
Forvaltning AS
90 %
SpareBank 1
Factoring AS
100 %
SpareBank 1 LTO
100 %
SpareBank 1 SMN - Prospectus
Bank 1 Oslo AS
19.5 %
The Savings Bank owns 19.5% of the shares in SpareBank 1 Gruppen AS. SpareBank 1 Gruppen AS is
a holding company of product companies delivering products and financial services to the members of
the SpareBank 1 Alliance. Through the SpareBank 1 Alliance, and through the Savings Bank`s own
business and subsidiaries, the Group is assured access to competitive products in the fields of
financing, insurance, savings and investment and money transfer services. A more detailed
description of the Group`s subsidiaries and affiliates is given in Section 12.6 (“Subsidiaries”), 17.7 (
Affiliates) and 12.8 (“The SpareBank 1 Alliance”).
SpareBank 1
SMN
99
BN Bank ASA
33 %
SpareBank 1
Boligkreditt AS
17,8 %
SpareBank 1
Næringskreditt AS
37,3 %

12.4.2 The Group’s Operational Structure
SpareBank 1 SMN - Prospectus
The following figure illustrates the Group’s current operational structure.
Retail
Market
SpareBank1 SMN is organised into six divisions to secure a customer-focused and cost-effective
organisation while respecting the differing competencies required by each division. The Retail Market
Division, the Corporate Market Division and the SpareBank 1 SMN Markets Division focus on costumer
service, risk management and activity based sales and counselling in their respective markets. The
Business Support Division focuses on cost-effective work processes and support to enable the
customer facing divisions to attain their goals, whilst the Finance Division provides an overall basis for
decision making, risk management and financial and asset management. The Marketing,
Communication and Community Division, was established in 2012 as a separate division with focus
on customer experience and marketing communication. A more detailed discussion of the Savings
Bank’s business areas is provided in Section 12.5 (“The Group’s Operations”).
12.5 The Group’s Operations
12.5.1 Introduction
Corporate
Market
The following Sections (Sections 12.5.2 through 12.5.4) provide an overview of the Group’s business
divisions Retail Market, Corporate Market and SpareBank 1 SMN Markets.
12.5.2 The Retail Market Division
Business
The Retail Market Division is responsible for all activities directed at the region’s retail customers. The
Division provides personal financial advice. The Division’s aims to attract and retain customers by
strengthening and developing first class products, competence and customer handling.
The Savings Bank offers a broad-based and modern product range in the fields of financing, savings
and investment, insurance and payment services This enables the customer to meet all his financial
needs in one spot, and makes it securer and simpler for the customer to keep tabs on and to manage
his/her personal finances.
Legal
Risk
Management
SpareBank 1
SMN Markets
Taking our place as the recommended bank places high demands on our staff. The Savings Bank has
a continuous focus on developing competence, skills and good mindsets to meet the demands of
today’s financial market and to give the best possible assistance to our customers. The Savings Bank
operates a wide-ranging competence building programme and takes care to ensure that advice is
provided in compliance with statutory requirements and good advisory practice.
CEO
Communications
Advisor
Organizational
Market
100
Finance
Business
Support
Marketing,
Communication
and Community

SpareBank 1 SMN - Prospectus
The Savings Bank’s customer contact points comprise an extensive network of offices throughout its
market area and a dedicated direct bank, putting our advisors within easy reach of the customer. We
also offer self-service facilities giving extensive access to our banking services. Activity and contact
with the customer are a prerequisite for meeting customer requirements and expectations. Our high
activity level features thematic meetings on topical themes, and individual advisory sessions are a
key element.
Customers and Market Position
The Savings Bank leads the retail market in its catchment area, with a strong position in all product
areas and market segments. The Savings Bank`s has a market share of 32% 11 in the home market
which consists of Trøndelag and Møre and Romsdal. Despite the intense competition the Bank shows
a positive market trend and has a growing customer base.
The following table shows a break-down of the Savings Bank’s lending to costumers in the retail
market as of 2011, 2010 and 2009 by segments (in %).
101
2011
(unaudited)
As of 31 December
2010
(unaudited)
2009
(unaudited)
Loans secured on residential (%) ......................................................... 98.2 98.6 98.9
Loans with other security (%) .............................................................. 1.3 1.0 0.8
Loans without security (%) ................................................................ 0.5 0.4 0.3
Total loans retail market (%) ............................................................... 100.0 100.0 100.0
The following table shows a break-down of loan to value of loans secured on residential mortgages (in
%) as of 31 December 2011, 2010 and 2009 (in %).
2011
(unaudited)
As of 31 December
2010
(unaudited)
2009
(unaudited)
Loan to value 0-60 % ......................................................................... 81.3 83.4 81.5
Loan to value 60-80 %........................................................................ 12.5 11.4 12.6
Loan to value 80-100 % ...................................................................... 5.9 4.9 6.6
Loan to value >100 % ........................................................................ 0.3 0.3 0.3
The best secured loans are on a continuously basis transferred to SpareBank 1 Boligkreditt AS (a
covered bonds company of the SpareBank 1 Alliance), which is the main reason for the changes in
loan to value of loans secured on residential mortgages from 31 December 2010 to 31 December
2011, as described in Section 12.8.1.4 (“SpareBank 1 Boligkreditt AS”).
11 Source: TNS Gallup, position survey, August 2011 (the report is a survey of the Savings Bank’s market position and has been
produced at the Savings Bank’s request. The survey is considered to be competitively sensitive and will not be published.
Information from the survey is included with the consent of TNS Gallup).

SpareBank 1 SMN - Prospectus
The following table shows a break-down of the Retail Market Division’s lending to customers in the
retail market as of 2011, 2010 and 2009 by region.
Amounts in NOK million
Nord- and Sør-Trøndelag .........................................
2011
(unaudited)
102
As of 31 December
2010
(unaudited)
2009
(unaudited)
37,946 34,536 32,075
Other counties ....................................................... 13,738 12,166 10,876
Abroad ................................................................ 285 226 205
Total .................................................................... 51,969 46,928 43,155
The following table shows a break-down of the Retail Market Division’s deposits from costumers in the
retail market as of 2011, 2010 and 2009 by region.
Amounts in NOK million
Nord- and Sør-Trøndelag ......................................
2011
(unaudited)
As of 31 December
2010
(unaudited)
2009
(unaudited)
16,220 14,984 14,342
Other counties .................................................... 4,661 3,856 3,653
Abroad ............................................................... 359 328 312
Total ................................................................. 21,240 19,168 18,307
Financial Development
The Retail Market Division achieved a return on equity of 21.3% in 2011, compared to 25.5% in
2010. Operating income came to NOK 883 million in 2011, compared to NOK 913 million in 2010 Net
interest income totalled NOK 551 million in 2011, compared to NOK 592 million in 2010 and
commission income NOK 333 million, compared to NOK 321 million in 2010. The lending margin is
under heavy pressure from intense competition and stable low interest rates, but is compensated for
by high growth and an increased deposit margin.
The lending margin in 2011 was 1.22%, compared to 1.43% in 2010, while the deposit margin was
0.73%, compared to 0.54% in 2010. The margin is defined as the average customer interest rate
minus the three-month moving average of three-month NIBOR.
In the last 12 months lending to retail customers rose by 10.9%, compared to 8.7% in 2010 and
deposits from the same segment by 10.9%, compared to 4.3% in 2010.
Lending to retail borrowers generally carries low risk, as reflected in continued low losses. Losses and
defaults are expected to remain low. The loan portfolio is secured by residential property, and the
trend in house prices has been satisfactory throughout the market area.
Key Figures for 2011
Loans ......................................................... NOK 52.1 billion
Deposits ..................................................... NOK 21.2 billion
No. of debit cards ......................................... 144,174
No. of credit cards ........................................ 87,347
No. of internet bank customers ...................... 133,632
No. of telephone bank customers 140,428
Total full service customers ........................... 184,825
Total employees (full-time positions) .............. 388

Prospects for 2012
SpareBank 1 SMN - Prospectus
Good framework conditions for households remain in evidence at the start of 2012. Households’ credit
demand is closely tied to the trend in the housing market, indicating continued good demand for
loans. Keen competition is expected to result in a flat margin trend. A continued moderate interest
rate level will help to maintain debt servicing ability and to hold down losses and defaults. We
anticipate a somewhat firmer trend in income from savings and investment products, insurance and
payments as a result of an expanding market.
12.5.3 The Corporate Market Division
Business
The corporate market business focuses on financial counselling in investment and operations
financing, insurance of individuals and buildings/operating equipment, investment of surplus liquidity
and electronic and manual money transfers, domestic and foreign. Much of the business is in close
cooperation with SpareBank 1 SMN Markets, SpareBank 1 SMN Finans and SpareBank 1 Factoring.
The business is physically located across the entire market area to secure proximity to customers,
while bearing in mind the need for competence units of sufficient size. The business is highly skills-
intensive, and requires a continuous topping up of the individual staff member’s competence. To this
end the Bank has established an educational facility offering module-based training for all staff with
particular emphasis on practical understanding of business and relevant banking skills.
IRB approval from Finanstilsynet in 2006 has enabled even better scoring models, processes, tools,
organisation and, not least, industry-segment competence assuring good knowledge and control of
the loan portfolio. This will ensure that further growth in the corporate market business is
commensurate with the Bank’s responsibility as regional market leader, at the same time as exposed
risk is consistent with the Bank’s credit policy. Substantial resources are expended, in common with
the other alliance banks, on continuously improving the scoring models.
Customers and Market Position
The Bank services around 14,000 multi-relationship customers, i.e. corporate customers, agricultural
sector customers and customers in the public sector. SpareBank 1 SMN’s share of this market
segment in the region is about 35% 12 . The Bank also services a number of single-relationship
customers in business areas including insurance, capital markets, leasing and factoring. The corporate
sector in Trøndelag features a large number of small and mid-size companies in a variety of
segments. This structure has a clear impact on the Bank’s organisation of its corporate market
operations.
SpareBank 1 SMN has a clear-cut ambition to retain its position as the leading regional bank for small
and mid-size firms in Trøndelag and in Møre and Romsdal. This segment will be invited to replenish
skills via a competence building programme (‘PRO’) at which the Bank in conjunction with BI
Norwegian Business School will offer schooling in themes including innovation, marketing, financial
management and leadership.
SpareBank 1 SMN has built up specialist competence in non-life insurance, asset allocation in addition
to further developing its occupational pension solutions. In close conjunction with the bank’s business
advisers, corporate clients in the region will have access to professional advice and solutions tailored
to individual needs.
12 Source: TNS Gallup, position survey, August 2011 (the report is a survey of the Savings Bank’s market position and has been
produced at the Savings Bank’s request. The survey is considered to be competitively sensitive and will not be published.
Information from the survey is included with the consent of TNS Gallup).
103

SpareBank 1 SMN - Prospectus
The following table shows a break-down of the Corporate Market Division’s lending to costumers in
the corporate market as of 31 December 2011, 2010 and 2009 by geographic market:
Amounts in NOK million
Nord- and Sør-Trøndelag ................................
2011
(unaudited)
104
As of 31 December
2010
(unaudited)
2009
(unaudited)
19,748 19,000 18,217
Other counties ............................................... 18,143 17,495 11,764
Abroad .......................................................... 764 300 161
Total ............................................................ 38,655 36,795 30,142
The following table shows a break-down of the Corporate Market Division’s deposits from
costumers in the corporate market as of 31 December 2011, 2010 and 2009 by geographic
market:
Amounts in NOK million
Nord- and Sør-Trøndelag ..................................
2011
(unaudited)
As of 31 December
2010
(unaudited)
2009
(unaudited)
16,013 14,521 12,859
Other counties ................................................ 9,255 8,095 5,697
Abroad ........................................................... 34 34 35
Total ............................................................. 25,302 22,650 18,591
Financial Development
The Corporate Market Division reported a return on equity of 13.8% in 2011, compared to 12.0% in
2010. The improvement is due mainly to increased income and reduced loan losses.
Total operating income came to NOK 1,069 million in 2011 (NOK 921 million in 2010). Lending and
deposit margins in the division were, respectively, 2.12% (2.14% in 2010) and 0.20% (0.26% in
2010). The margins are measured with reference to three-month NIBOR. Lending grew by 6.3%
(20.7% in 2010) and deposits by 11.5% (22.1% in 2010).
Net interest income totalled NOK 900 million (NOK 770 million in 2010), while commission income
came to NOK 169 million (NOK 151 million in 2010). The increase in net interest income is ascribable
to a stable lending margin and high establishment commissions. Commission incomes rose by NOK 18
million. The increase is mainly related to incomes from forex transactions and fruitful collaboration
with the Savings Bank`s capital markets business.
Key Figures 2011
Loans ......................................................... NOK 38.7 billion (+6.3% from 2010)
Deposits ..................................................... NOK 25.3 billion (+11.5% from 2010)
Total full service customers ........................... 13,235
Total employees (full-time positions) .............. 187
Prospects for 2012
Prospects for 2012 are uncertain and heavily affected by developments in the euro zone. This is
especially true of export firms with exposure to Europe. There are however positive expectations in
the maritime industry, offshore, aquaculture and the fisheries - segments in which SpareBank 1
SMN’s market share is growing. But the Bank is still prepared to take requisite steps to meet any
problems that arise, and works closely with customers to find solutions that support common

SpareBank 1 SMN - Prospectus
interests in the business conditions prevailing at all times. The Corporate market Division will
accordingly maintain its capacity and competence to ensure that the Bank remains close at hand with
skilled financial services in the long term.
12.5.4 The SpareBank 1 SMN Markets Division
Business
SpareBank 1 SMN Markets is an investment firm organised as a separate division of the Group. The
division holds licences in Norway as a full service investment firm. The business comprises the
following units: Fixed Income/Foreign Exchange, Risk, Securities, Corporate Finance along with Back
Office and Mid Office.
Customers and Market Position
Our customers are mainly corporates situated in Trøndelag and in Møre and Romsdal. Most of them
are existing corporate customers of the Bank. SpareBank 1 SMN is a wholesale bank for
Samarbeidende Sparebanker (Samspar) which currently comprises 11 savings banks affiliated to the
SpareBank 1 SMN Alliance. We are experiencing an increase in the number of customers and still see
a considerable potential for a stronger market position for the division.
Financial Development
The division maintained a positive income trend in the period 2006 to 2009. 2010 saw declining
incomes in the foreign exchange and fixed income area, while the corporate business recorded
increased incomes. In 2011 incomes in the fixed income and foreign exchange area were back on a
rising trend while subsiding in the securities area. SpareBank 1 SMN Markets’ total income came to
NOK 139.1 million in 2011 compared with NOK 93.4 million in 2010.
Prospects for 2012
SpareBank 1 SMN Markets strengthened its staff across all units in 2011. ‘Risk’ was a unit in its own
right in 2011, and we will now evaluate the division of work in the fixed income and foreign exchange
area to achieve the best possible work processes. The collaboration with SpareBank 1 SMN Markets
will necessitate a further strengthening of staff in Back and Mid Office. We expect the collaboration
with SpareBank 1 SMN Markets and the staff increase to produce higher incomes across all units,
enabling the division as a whole to post higher income in 2012 than in 2011.
12.6 Subsidiaries
The following Sections (Section 12.6.1 trough 12.6.6) provide a description of the Savings Bank’s
principal subsidiaries. For all of the Savings Bank`s subsidiaries the country of residence is Norway.
12.6.1 Eiendomsmegler 1 Midt-Norge AS
EiendomsMegler 1 Midt-Norge has a solid market-leader position in Trøndelag and in Møre and
Romsdal. This position was further reinforced in 2011.
The company delivered in 2011 a profit of NOK 76 million before tax, representing a further
improvement of NOK 25 million from the previous year. The Bank’s share was NOK 65 million.
EiendomsMegler 1 Midt-Norge strengthened its position as the country’s most profitable real estate
agency for its customers, staff and owners. Its strategy of taking on, developing and retaining the
best staff in the business was further reinforced in 2011, and the company took a great stride forward
in the effort to create Norway’s best workplace.
105

SpareBank 1 SMN - Prospectus
The company has specialised operations which include separate units for project and commercial
property broking. These operations complement its traditional residential agency business which is
now a specialist function maintaining a local presence, co-located with banking, in various parts of
Trondheim and the surrounding district. A new office was opened in Røros in 2011.
EiendomsMegler 1 Midt-Norge sold 6,150 properties in 2011, representing a market share of 41% in
our region. The company is equipped for further growth both in profit and market shares ahead. The
company is owned by SpareBank 1 SMN (87%), SpareBank 1 Nordvest (7.6%) and SpareBank 1 Søre
Sunnmøre (5.4%).
12.6.2 SpareBank 1 SMN Finans AS
SpareBank 1 SMN Finans is the region’s leading finance company and an active partner for
businesses. SpareBank 1 SMN Finans emphasises local competence, and works for greater value
creation in Trøndelag and in Møre and Romsdal. The company services the market through its own
sales operation and through the Bank’s offices and suppliers.
SpareBank 1 SMN offers leasing and car fleet management services to corporate customers and the
public sector, and vendor’s liens mainly to private individuals. The organisation is distinctly sales- and
customer-oriented, and is designed to be a close and accessible finance partner with short decision-
making paths.
At year-end the company managed leasing and car finance agreements worth NOK 3 billion, of which
leases account for 65% and car finance for the remainder. The company has 29 employees in
Trondheim, Verdal, Molde and Ålesund. The company posted a profit of NOK 28 million before tax in
2011.
Integration and a structured business approach together with the Retail market Division and
Corporate market Division at SpareBank 1 SMN are reaping results. The Company expanded the car
loan portfolio in 2011, and the proportion of internet applications via our web channels is rising.
However, the leasing portfolio showed no growth in 2011, due to a general reduction in investments
in the business sector.
In 2011, as previously, the company targeted its efforts in an effective manner, for example making
adjustments in the credit area, and launched loss-mitigating measures which reaped results. In late
autumn the company established a cooperation agreement with the Norwegian Association of Heavy
Equipment Contractors. Work was done on self-service loan and leasing applications integrated with
our IT systems used by customers and in our cooperation with suppliers.
The business has highly motivated staff. The company is a wholly-owned subsidiary of SpareBank 1
SMN.
SpareBank 1 SMN Finans owns the subsidiary SpareBank 1 Bilplan which specialises in car fleet
management and offers one-stop solutions for industry and the public sector nationwide. The
company has a distribution agreement with SpareBank 1 Finans Nord-Norge and SpareBank 1 SR
Finans.
12.6.3 SpareBank 1 SMN Regnskap AS
SpareBank 1 SMN Regnskap continued its strong growth in 2011. With 60% turnover growth, the
company’s market share in Trøndelag has risen to 10%. The company has more than 40 new staff,
bringing the overall work force close to 120.
106

SpareBank 1 SMN - Prospectus
The company is experiencing a growing influx of new customers. In 2011 about 200 new customer
agreements were established. While the bulk of the growth is in the corporate market, new customers
are also being attracted in the other three customer segments – farm operators, housing
cooperatives/co-ownerships and a variety of associations.
In 2011 SpareBank 1 SMN Regnskap took over and absorbed six accounting firms in Trøndelag: Sollie
Regnskap, Ingrid Forseth Regnskapskontor, Status Regnskapskontor, Consis Namsos, Consis
Steinkjer and Consis Trondheim. 50% of the shares of Leksvik Regnskapskontor were also acquired.
The operations of all acquired firms have been coordinated with the company’s existing business.
In the past year SpareBank 1 SMN Regnskap collaborated closely with its alliance partner
Sparebanken Hedmark on acquiring Consis, one of the country’s largest providers of finance and
accounting services with 33 offices, 350 staff and 6,500 customers.
From January 2012 onwards Sparebanken Hedmark and SpareBank 1 SMN Regnskap will share
ownership of Consis on a 60-40 basis. Together with Sparebanken Hedmark and other banks in the
region, the company will focus on building a strong national brand in the industry. This will be
important with a view to consolidating and strengthening the company's position in the industry in
Trøndelag and in Møre and Romsdal.
SpareBank 1 SMN Regnskap has a continuous focus on strengthening the company's organisation and
competence. A comprehensive training plan for all staff and a special coaching programme for
managers have been implemented. In the course of the autumn a new organisation plan was adopted
which will significantly strengthen administrative and professional management alike. The company
has thereby laid a platform for attaining growth and development targets for 2012.
The industry’s framework conditions and the market for financial services are changing rapidly.
Removal of the audit obligation for the smallest businesses and rapid technological development are
changes that impact on the industry. SpareBank 1 SMN Regnskap’s vision is to create a new division
for financial services. This will require the company to invest substantial resources in order to offer
customers forward-looking competence and ICT solutions. Inherent in this is a keen focus on quality
improvements and quality controls.
The company posted a turnover of NOK 86 million, and a profit of NOK 5.4 million before tax in 2011.
The profit figure is affected by the strong growth and investments made in order to turn the company
into a forward-looking business that is ready for further growth.
SpareBank 1 SMN Regnskap is a wholly owned subsidiary of SpareBank 1 SMN.
12.6.4 Allegro Finans ASA
Allegro Finans, headquartered in Trondheim, is the largest asset management company in the region.
The company is owned by SpareBank 1 SMN (90.1%) and the Reitan Group (9.9%). It is licensed to
carry on active asset management. In addition to managing assets for its owners, it manages assets
for private individuals and institutional clients. The company’s services are sold exclusively through
external distributors who are licensed to engage in such activity. The company has 10 employees and
assets of just over NOK 2 billion.
The company offers a broad range of services designed to capture changes in market conditions. The
portfolio array includes both specialised portfolios and allocation portfolios. Management volumes are
highest in the field of dynamic asset allocation portfolios and in direct share portfolios. The market for
the company's portfolios has developed in keeping with the positive macroeconomic picture.
107

SpareBank 1 SMN - Prospectus
In 2011, as previously, the company delivered good returns relative to benchmark indexes in asset
allocation and share portfolios alike. The accounts show a deficit of NOK 5.2 million before tax, of
which the Bank’s share was NOK 4.8 million.
12.6.5 Sparebank 1 SMN Invest AS
SpareBank 1 SMN Invest AS is an investment company, the purpose of which is to identify and
evaluate new investments in venture capital, and direct investments in companies in the Savings
Bank`s geographical market area. SpareBank 1 SMN Invest AS shall contribute to innovation and
local ownership, whilst operating on a commercial basis. The company's investment policy is
regionally focused on companies that have the bulk of its operations in central Norway. SpareBank 1
SMN Invest AS posted a profit of NOK 87.5 million in 2011 (loss of NOK 21.6 million in 2010) as a
result of capital gains on its share portfolio, the main contributor being the rise in the market price of
Det Norske Oljeselskap (included in net change in value of financial assets in the Group’s income
statement).
SpareBank 1 SMN Invest AS is wholly owned by the Savings Bank.
12.6.6 SpareBank 1 SMN Kvartalet AS
SpareBank 1 SMN Kvartalet AS is the owner of the new headquarters of the Group under construction
in the city center of Trondheim. SpareBank 1 SMN Kvartalet AS is wholly owned by the Savings Bank.
In June 2008, the Board of Directors of the Savings Bank approved the building of the Group`s new
headquarters. It had then become apparent that it was necessary to do considerable structural
improvements to the existing buildings that housed the Group. The existing building was outdated
and did not support modern requirements for office buildings. After thorough consideration of various
alternatives, the Board of Directors decided to demolish the existing buildings and build a modern
and, flexible office building that could house the organisation through decades.
The new headquarters was built next to the bank`s first headquarters raised in 1882, and around a
medieval church ruin. Whereas the old headquarters fit around 400 work places, the new
headquarters provide offices for around 700 workers, in addition to commercial stores on the ground
floor. The total area, including the old bank building, is 21,000 square meters.
SpareBank1 SMN has the following ambitions with the new headquarters:
· Create attractive premises for customers and employees.
· Create Norway’s most energy efficient office building.
· Contribute to the renewal and revitalizing of downtown Trondheim by making a pedestrian
path in the office complex, connecting the two most visited places downtown Trondheim.
· Facilitate learning and knowledge sharing for the organization.
The project has identified substantial value creation opportunities not only with respect to
constructing a building with innovating features, but also with respect to developing the organization
of the Group. Efficiency and productivity improvements related to an optimal work environment (with
respect to inter alia light, air and low noise), and customer synergies related to facilitation of new
ways of working, and co-location of all head office functions and most subsidiaries, will create
additional value for owners, customers and employees.
108

12.6.7 SpareBank 1 SMN Card Solutions AS
SpareBank 1 SMN - Prospectus
The Savings Bank purchased in 9 September 2011 all the shares in the company Convenient Card AS.
Convenient Card AS has in 2011 changed its name to SpareBank 1 SMN Card Solutions AS.
SpareBank 1 SMN Card Solutions AS sells and manages prepaid cards based on the payment
networks Visa and MasterCard. The company has established the brand SpendOn as bearing the
product name associated with all proprietary prepaid payment products. SpareBank 1 SMN Card
Solutions AS has launched SpendOn Visa gift card in Norway and MasterCard SpendOn gift card in
Sweden. SpareBank 1 SMN Card Solutions AS posted a profit of NOK 3.4 million in 2011. The Bank’s
share of the profit from the purchase date in NOK 848.9 thousand. SpareBank 1 SMN Card Solutions
AS is wholly owned by the Savings Bank
12.6.8 Other companies
The Savings Bank has ownership in several other companies. These companies were essentially
established to handle corporate exposures taken over from other entities. The companies generated a
positive result of NOK 43 million to the Group in 2011. The positive result essentially represents a tax
benefit related to loss carried forward in these companies. Please refer to note 24 in the financial
statement.
12.7 Affiliates
The Savings Bank has several affiliates owned in cooperation with the SpareBank1 Alliance. These
companies are described in section 12.8 (The SpareBank1 Alliance).
12.7.1 Polaris Media ASA
After acquiring 18.81% of the shares of Polaris Media ASA on 28 March 2011, the Group owns
23.45% of the shares in Polaris Media ASA. Polaris Media ASA is therefore classified as an affiliate of
the Group.
The shares were taken over at a total value of NOK 248 million distributed on NOK 9.2 million shares.
In addition, dividends worth NOK 13.8 million were paid in the second quarter of 2011. The book
value of the shares as of 31 December 2011 was NOK 332 million. This includes the Group`s
estimated share of the profit from the date of acquisition of the shares which was taken to income in
an amount of NOK 22.9 million.
109

12.8 The SpareBank 1 Alliance
SpareBank 1 SMN - Prospectus
The SpareBank 1 banks operate an alliance and develop product companies through the jointly owned
holding company SpareBank 1 Gruppen.
The paramount objective of the SpareBank 1 Alliance is to assure the individual bank’s independence
and regional identity through strong competitiveness, profitability and financial soundness. The
Alliance is among the largest providers of financial services in Norway and a fully-fledged alternative
to traditional financial groups. The overall goal of the SpareBank 1 Alliance is to secure the individual
alliance banks’ independence and regional foundations through strong competitiveness, profitability
and solidity. The parties to the Sparebank 1 Alliance agreement are the Savings Bank, Sparebank 1
SR-Bank, Sparebank 1 Nord Norge, Sparebanken Hedmark and Samarbeidende Sparebanker
Utvikling DA. The alliance cooperation is organized within a system of three pillars. The first and
principal pillar constitutes the non-financial cooperation through Alliansesamarbeidet Sparebank 1 DA
(“ASB1”). The financial cooperation is carried out within the two other pillars, either as shareholder in
SpareBank 1 Gruppen AS or as shareholder in other companies, i.e. SpareBank 1 Boligkreditt and BN
Bank ASA. Sparebank 1 Boligkreditt and the banks with holdings in Sparebank 1 Boligkreditt,
including the Savings Bank, may be required to buy shareholder notes issued by Sparebank 1
Boligkreditt in the event that Sparebank 1 Boligkreditt does not have sufficient funds to repay
covered bonds issued by Sparebank 1 Boligkreditt. Sections 12.7.1 ("The SpareBank 1 Alliance
Structure") and 12.8.1.1 ("SpareBank 1 Gruppen AS") below provide an overview of the SpareBank 1
Alliance and SpareBank 1 Gruppen AS, whereas Sections 12.8.1.2 through 12.8.1.5 provide an
overview and discussion of companies jointly owned by members of the SpareBank 1 Alliance. The
current set of contract terms pertaining to the SpareBank 1 Alliance and the SpareBank 1 banks
rights and obligations in this regard have been approved by the FSAN.
12.8.1 The SpareBank 1 Alliance Structure
In addition to SpareBank 1 SMN, SpareBank 1 Gruppen is owned by SpareBank 1 SR-Bank ASA,
SpareBank 1 Nord-Norge, SpareBank 1 SMN, Sparebanken Hedmark, Samarbeidende Sparebanker
AS (15 savings banks in Southern Norway), and the Norwegian Confederation of Trade Unions (LO)
and affiliated trade unions. The figure below illustrates the members of the SpareBank 1 Alliance and
their ownership in SpareBank 1 Gruppen AS (with subsidiaries), and the jointly owned companies BN
Bank ASA, Bank 1 Oslo Akershus AS, SpareBank 1 Boligkreditt AS and SpareBank 1 Næringskreditt
AS, as of 1 January 2012.
110

Gruppen/
Bank 1 Oslo
SpareBank 1
Næringskreditt
SMN
Holdings
SR-Bank
Holdings
SpareBank 1 SMN - Prospectus
SNN
Holdings
111
Samspar
Holdings
Hedmark
Holdings
LO
Holdings
19.5% 19.5% 19.5% 19.5% 12.0% 10.0%
37.3% 30.7% 17.5% 14.5% 0.0% 0.0%
Boligkreditt 17.8% 34.4% 13.3% 23.4% 8.0% 0.0%
BN Bank ASA 33.0% 23.5% 23.5% 20.0%
BN Bank
ASA
The SpareBank 1 Alliance is one of the largest providers of financial services in Norway. As of 31
December 2011 the SpareBank 1 Alliance consists of the following banks:
• SpareBank 1 SMN
• SpareBank 1 Nord-Norge
• SpareBank 1 SR-Bank ASA
• Sparebanken Hedmark
• SpareBank 1 Ringerike Hadeland
• SpareBank 1 Østfold Akershus
• SpareBank 1 Hallingdal
• SpareBank 1 Buskerud-Vestfold
• SpareBank 1 Gudbrandsdal
• SpareBank 1 Nordvest
• SpareBank 1 Telemark
• SpareBank 1 Modum
• SpareBank 1 Lom og Skjåk
• SpareBank 1 Nøtterøy og Tønsberg
• SpareBank 1 Søre Sunnmøre
• SpareBank 1 Oslo og Akershus AS
• BN Bank ASA
SpareBank
1 SMN
Bank 1 Oslo
Akershus AS
SpareBank
1 SR-Bank
ASA
SpareBank
1
Boligkreditt
AS
SpareBank
1 Nord-
Norge
SpareBank
1
Næringskre
ditt AS
Samspar
SpareBank
1
Livforsikring
AS (100%)
SpareBank
1 Markets
AS
(97,2%)
The companies within the SpareBank 1 Alliance are part of a group VAT registration, involving inter
alia that the members are jointly responsible conserving payment of VAT.
Sparebanken
Hedmark
SpareBank 1 Gruppen AS
SpareBank
1 Skadeforsikring
AS (100%)
SpareBank
1 Medlemskort
(100%)
The SpareBank 1 Alliance also includes EiendomsMegler 1, which is Norway's largest real estate
LO
ODIN
Forvaltning
AS
(100%)
SpareBank
1 Gruppen
Finans
(100%)

SpareBank 1 SMN - Prospectus
broking business 13 . EiendomsMegler 1 is a joint label, while the individual offices are owned directly
by the individual SpareBank 1 banks.
12.8.1.1 SpareBank 1 Gruppen AS
The Alliance’s vision is for SpareBank 1 to be the recommended bank for private individuals and small
and mid-sized businesses in Norway with a full product range. It wants customers to feel that we are
the best in terms of our closeness, local identity and competence. Our key core values are closeness
to the customer and capableness.
SpareBank 1 Gruppen owns and develops companies that deliver financial services and products. It is
owned by SpareBank 1 SR-Bank (19.5%), SpareBank 1 Nord-Norge (19.5%), SpareBank 1 SMN
(19.5%), Sparebanken Hedmark (12%), Samarbeidende Sparebanker AS (19.5%, comprising 11
savings banks in southeast and western Norway), and the Norwegian Confederation of Trade Unions
and affiliated unions (10%).
SpareBank 1 Gruppen owns 100% of the shares of SpareBank 1 Livsforsikring (life insurer),
SpareBank 1 Skadeforsikring (non-life insurer, includes Unison Forsikring), ODIN Forvaltning (fund
manager) and SpareBank 1 Gruppen Finans (which includes Conecto and Actor Fordringsforvaltning).
In addition SpareBank 1 Gruppen owns 97.2% of SpareBank 1 Markets and is a partner in SpareBank
1 Utvikling DA.
SpareBank 1 Gruppen has administrative responsibility for collaborative processes within the
SpareBank 1 Alliance in which technology, brand-building, communication, competence building,
shared processes/exploitation of best practice and procurement are at centre stage. The Alliance is
also engaged in development work through three competence centres for training (in Tromsø), the
cash management area (in Trondheim) and the credit area (in Stavanger).
The SpareBank 1 banks also own SpareBank 1 Boligkreditt AS, SpareBank 1 Næringskreditt AS,
SpareBank 1 Oslo Akershus, BN Bank ASA and EiendomsMegler 1 AS.
12.8.1.2 Bank 1 Oslo Akershus AS
Bank 1 Oslo Akershus AS was until 19 January 2010 a wholly owned subsidiary of SpareBank 1
Gruppen AS. In January 2010, the shares of Bank 1 Oslo Akershus AS were distributed to the
shareholders of SpareBank 1 Gruppen AS, and Bank 1 Oslo Akershus AS became an independent
commercial bank, directly owned by the SpareBank 1 Alliance banks and LO. Each of SpareBank 1
SMN, SpareBank 1 SR-Bank ASA, SpareBank 1 Nord-Norge and Samarbeidende Sparebanker AS own
19.5% of the shares in Bank 1 Oslo Akershus AS, whereas Sparebanken Hedmark owns 12% and LO,
and trade unions affiliated to LO, owns 10% of the shares. The rationale for changing the ownership
model for the Bank 1 Oslo Akershus AS was to create a greater separation between production and
distribution in the SpareBank 1 Alliance. The transaction took place at the shares` book value of NOK
1,000 million. The change in ownership was implemented for accounting purposes with effect from 1
January 2010. SpareBank 1 SMN`s share of the profits of Bank 1 Oslo Akershus AS in 2011 was NOK
15.0 million (NOK 37.0 million in 2010).
12.8.1.3 BN Bank ASA
SpareBank 1 SMN is the largest shareholder in BN Bank ASA with a 33% stake. BN Bank’s strategy is
to be a national direct bank in the retail market and a specialised bank in commercial real estate. In
December 2008 the Ministry of Finance granted the SpareBank 1 banks a licence to purchase all the
13 Source: Dagens Næringsliv 25.01.2012, published rating based on number of houses sold in 2011
112

SpareBank 1 SMN - Prospectus
shares of Glitnir Bank. The bank concurrently changed its name to BNbank, and in November 2009
the spelling was changed to BN Bank.
SpareBank 1 SMN increased its stake in BN Bank ASA at the end of the 3rd quarter of 2009 by 8%
points to 33%, by acquiring 53% of Sparebanken Hedmark share of the shares in BN Bank. The
purchase price for the shares was NOK 106 million. It was conducted an independent analysis of the
acquisition of BN Bank in connection with the acquisition. In view of this SpareBank 1 SMN recognized
NOK 100 million of surplus value (badwill) in connection with the increase of its stake in BN Bank.
The bank is owned by SpareBank 1 SMN (33%), SpareBank 1 SR-Bank (23.5%), SpareBank 1 Nord-
Norge (23.5%) and SamSpar Bankinvest AS (20%). The same owner structure applies at SpareBank
1 Næringskreditt.
In September 2009 BN Bank and SpareBank 1 SMN agreed that SpareBank 1 SMN should take over
all 36 staff at BN Bank’s operation in Ålesund and all customer relationships which at that point
consisted of about NOK 6 billion in loans and NOK 1.5 billion in deposits. The Ålesund balance sheet
has gradually been transferred to SpareBank 1 SMN. BN Bank is to finance the portfolio and
underwrite the credit risk. This guarantee will be gradually reduced in the course of three to five
years from the agreement date. The Savings Bank and BN Bank agreed 1 February 2012 to develop
the remaining part of the guarantee portfolio by splitting such portfolio in two parts: i) loans with a
nominal value of NOK 732 million and ii) loans with a nominal value of NOK 2.4 billion. The first
portfolio shall be guaranteed by BN Bank with 60% of the consideration. The guarantee applies to all
loans in the portfolio and is not limited to 60% of each individual loan. The guarantee is effective for
3 years from 1 February 2012. BN Bank has no guarantee responsibility toward the Savings Bank
with regard to the second portfolio. The Savings Bank has been compensated with NOK 13.5 million
for taking such credit risk. Consideration for both portfolios shall be paid at the time of transfer of
such portfolio of loans. BN Bank shall partly fund such consideration by making a deposit of NOK 1.2
billion in the Savings Bank. Such funding shall be reduced with five instalments of which the first
instalment shall be paid 1 May 2013 and the last instalment shall be paid 1 February 2015. The
interest on the funding shall be NIBOR with addition of 0.5% per annum. Completion of the transfer
of the two said portfolios is contingent on agreement between the parties regarding financial and
other outstanding accounts in relation to the transfer of the Ålesund balance sheet.
BN Bank offers a broad array of bank services to firms and private individuals. The bank has its head
office in Trondheim and a commercial real estate operation in Oslo. The bank services customers
throughout the country via the internet and telephone facilities. BN Bank intends to be a leading niche
bank for customers who prefer self-serviced products and solutions. In the corporate market BN Bank
is at the forefront in financing commercial real estate in Norway. The bank aims to be an active and
predictable partner and provider of debt capital instruments to selected actors in the field of
commercial real estate with a focus on Oslo and southeast Norway. BN Bank will also, in collaboration
with the various SpareBank 1 banks, be a stable and predictable provider of first mortgage loans for
defined projects. As at 31 December 2011 BN Bank has 105 members of staff, deposits totalling NOK
16 billion, loans of NOK 46 billion and total assets worth NOK 41 billion.
12.8.1.4 SpareBank 1 Boligkreditt AS
SpareBank 1 Boligkreditt AS was established by the banks participating in the SpareBank 1 Alliance to
take advantage of the market for covered bonds. By transferring their highest quality residential
mortgage loans to the company, the SpareBank 1 banks benefit from reduced funding costs.
113

SpareBank 1 SMN - Prospectus
The Savings Bank`s equity stake in SpareBank 1 Boligkreditt AS as of 31 December 2011 was 17.8%.
SpareBank 1 SMN`s share of the profits of SpareBank 1 Boligkreditt AS in 2011 was NOK 16.0 million
(NOK 16.0 million in 2010).
The ownership stake in SpareBank 1 Boligkreditt AS is to be adjusted once a year, based on total
amounts of transferred loans from the owners as of 31 December each year.
12.8.1.5 SpareBank 1 Næringskreditt AS
SpareBank 1 Næringskreditt AS was established in the second quarter of 2009, based on the same
model and with the same management as SpareBank 1 Boligkreditt AS. SpareBank 1 Næringskreditt
AS will take advantage of the market for covered bonds secured by commercial properties. Initially,
the company was established to finance part of the BN Bank ASA's existing lending, but will
eventually also be used as a funding source for all owners in the SpareBank 1 Alliance.
The Savings Bank`s equity stake in SpareBank 1 Næringskreditt AS as of 31 December 2011 was
37%. SpareBank 1 SMN`s share of the profits of SpareBank 1 Næringskreditt AS in 2011 was NOK
9.0 million (NOK 2.0 million in 2010).
As at 31 December 2011, SpareBank 1 Næringskreditt AS had purchased loans for NOK 8.3 billion
from BN Bank ASA and issued covered bonds to a value of NOK 7.0 billion.
The ownership stake in SpareBank 1 Næringskreditt is to be adjusted once a year, based on total
amounts of transferred loans from the owners as of 31 December each year.
12.9 Market shares in Principal Markets
Both the Retail Market Division and Corporate Market Division of the Group have their primary target
customers in the area that stretches from Bindal in the County of Nordland, the Nord-Trøndelag and
Sør-Trøndelag counties, and in parts of the counties of Møre og Romsdal and Sogn og Fjordane.
The Norwegian Banking Market
The following tables show the Savings Bank`s market shares for lending to Norwegian retail
costumers and corporate costumers as of 31 December 2010 (in %): 14
Retail customers
114
As of
31 December 2010
(unaudited)
Total lending to household (%) ........................................................................................................... 3.1
Corporate customers
As of
31 December 2010
(unaudited)
Total lending to corporate clients (%) ................................................................................................ 3.25
The Mid-Norway Banking Market
The following tables show the Savings Bank`s market share for lending to Mid-Norwegian retail
costumers and corporate costumers as of 31 December 2010 (in per cent): 15
14 Source: Statistisk sentralbyrå (http://www.ssb.no/vis/emner/10/13/10/orbofba/main.html) and SpareBank 1 SMN.
15 Source: Statistisk sentralbyrå (http://www.ssb.no/vis/emner/10/13/10/orbofba/main.html) and SpareBank 1 SMN.

Retail customers
SpareBank 1 SMN - Prospectus
115
As of
31 December 2010
(unaudited)
Total lending to household in Sør-Trøndelag ........................................................................................ 22.6
Total lending to household in Nord-Trøndelag ....................................................................................... 40.4
Total lending to household in Møre og Romsdal ..................................................................................... 9.0
Total lending to household in Mid-Norway 16 ................................................................................... 20.0
Corporate customers
As of
31 December 2010
(unaudited)
Total lending to corporate clients in Sør-Trøndelag ............................................................................... 15.1
Total lending to corporate clients in Nord-Trøndelag .............................................................................. 27.1
Total lending to corporate clients in Møre og Romsdal ............................................................................ 9.5
Total lending to corporate clients in Mid-Norway ........................................................................... 14.0
The competition has recently increased in intensity in the market to SpareBank 1 SMN, particularly
where the DNB has increased efforts in Trondheim as part of its urban strategy in Norway. Despite
increased competitive pressures, figures for customer development and volume growth that
SpareBank 1 SMN continues to take market share. Given that credit growth in the market to
SpareBank 1 SMN is not materially different from the credit and deposit growth nationally, SpareBank
1 SMN captured market share by maintaining a higher growth rate than the overall market growth in
terms of total volume of lending and deposit volumes and the net increase in the number of
customers both in the private market and in the corporate segment. (The growth figures for 2011
show growth in lending in the private segment of 10.9% and 5.8% in the corporate segment. Deposit
growth of 9.4% in the private segment and 13.9% respectively. Net increase in the number of private
customers of respectively 3,600 and 600 business customers).
12.10 Geographic Markets and Presence
SpareBank 1 SMN is the largest bank in Mid-Norway. The bank is located at 54 places in 43
municipalities in this region.
Norway
The Norwegian Economy has recovered well from the financial crisis and the following recession in
2008/2009. The greatest impact on the Norwegian economy of the international recession were the
loss of export revenues in traditional export industries, especially in the petroleum sector which were
affected by a severe price drop in oil prices in addition to the decline in demand. During the last
quarter of 2011 Norwegian export revenues has increased significantly in tandem with the sustained
high oil prices, giving the largest trade surplus since the financial crisis in 2008. During the last year,
the Norwegian currency has become stronger, and on a trade weighted basis, it is close to historical
strong levels. This is obviously a disadvantage for the export sector. It seems that the lack of safe
haven assets in Norway, will limit the upside potential for the currency if the Euro crisis escalates, and
probably make it depreciate in such a scenario.
The banking system was significantly impacted during 2008 by the liquidity squeeze and high funding
costs. These effects were partially reversed after the crisis, though the liquidity premium in the
money market and the banks funding costs remained substantially higher than the pre-crisis levels.
After an easing in these conditions from the last part of 2009 through the first half of 2011, the
liquidity premium in the money market started to rise again in the late summer of 2011, both
16 Sør-Trøndelag, Nord-Trøndelag and Møre og Romsdal.

SpareBank 1 SMN - Prospectus
internationally and in Norway. This development made the Norwegian 3-month money market rate,
NIBOR, trade at levels almost 150 basis points over the Central Bank deposit rate 17 .
Norwegian households have, for all practical purposes, not been through a crisis the last years. The
unemployment rate did not exceed 4 % during the technical recession, and has seemingly bottomed
out at about 3.4 % the last couple of months. The Central Bank, Norges Bank, cut its main deposit
rate by 50 basis points in the end of 2011, with the clear message that they are willing to cut even
further to prevent the currency to appreciate and to remain decent economic activity.
Nevertheless, the Norwegian economy is still exposed to risk factors. The main risk for the time being
is the Euro crisis and its possible implications. These effects are already seen in the money market
and in the increase of the funding costs of the banking sector, which in turn could have a negative
impact on corporate investments, especially if the money market were to completely dry up for a
shorter or longer period.
So far, some leading indicators have showed signs of declining growth in the Norwegian economy.
Retail sales have been disappointingly weak the last year, given the fact that unemployment has been
low, interest rates low and house prices have been rising steadily. Other leading indicators like
consumer confidence, business confidence and the stock markets have been signaling weaker growth.
We believe that coinciding and lagging indicators too will show deteriorating economic conditions in
Norway the coming quarters. Anyway, the solidity of the Norwegian real economy and the state
finances will make Norway avoid a severe contraction also this time.
Mid-Norway
In the period 2007-2011 the three mid-Norwegian counties Sør-Trøndelag, Nord-Trøndelag and Møre
og Romsdal have had a significant increase both in population and in the number of companies. The
growth in number of companies has been greater than the national average in all of these three
counties 18 . This region was affected by the recession in 2008/2009 too, but not severely, and the
unemployment rate has been decreasing through 2011, as is the case with the numbers of company
bankruptcies.
The by far most important areas in the region of Mid-Norway, in terms of corporate revenues, is the
Trondheim and Sunnmøre areas, which have about 63% of the regions turnover 19 . The construction
sector had a financial crisis related decline in the region in 2008, but has seen a growth during 2010
and 2011, led by the Trondheim area. This has also manifested in the house prices which has seen a
significant increase the last two years, seeing the prices now by far outperforming those of pre-
financial crisis levels in 2006/2007.
Agriculture is an important industrial sector in the two Trøndelag counties, adding a value of about
NOK 3 billion and employing about 10,000 people 20 . This is a low-elastic sector to international
business cycles and is not expected to be much affected by the Euro crisis and a potential recession in
Norway, though the profit margins has decreased a little during the last years.
The aquaculture sector is of great importance for this region, from Sunnmøre in south, almost all the
way to Namdalen in the north, close to the border to the county of Nordland. The production in this
17 Source: Norges Bank, http://www.norges-bank.no/no/prisstabilitet/rentestatistikk/
18 Source: SINTEF and SpareBank 1 SMN, Trøndersk economic barometer (The report is a study of the Savings Bank’s market and
has been produced at the Savings Bank’s request. The report is considered to be competitively sensitive and will not be published.
Information from the report is included with the consent of SINTEF)
19 Source: SINTEF and SpareBank 1 SMN, Trøndersk economic barometer (see footnote 18 about the report)
20 Source: SINTEF and SpareBank 1 SMN, Trøndersk economic barometer (see footnote 18 about the report)
116

SpareBank 1 SMN - Prospectus
region consists of 30% of total Norwegian production in the aquaculture sector, with a turnover of
NOK 7.5 billion 21 . Most important for the aquaculture sector in the region is salmon production. The
salmon prices were very high in parts of 2009, 2010 and 2011 with prices reaching a top of about
NOK 45 per kg giving companies an operating margin of more than 40 % per kg produced, and large
profits. The salmon export price fell significantly during the summer of 2011, and have been
fluctuating around breakeven levels of NOK 22-25 per kg since. This has much to do with Chilean
producers having started the production again after a forced halt due to diseases. As salmon is a
cheap, high-quality protein source, it is expected that the price is not to elastic to business cycles and
that demand from emerging markets will increase too in the coming years.
The County of Møre og Romsdal has a relatively larger exposure to the offshore sector than the
Trøndelag counties. This sector is profiting from record high levels in oil investments during 2011,
which are expected to be high for a long period. An escalation of the Euro crisis will undoubtedly
make oil prices fall in the short run, but the long-term fundamentals along with geo-political
challenges points to an even further increase in oil prices from today’s already high levels.
In summary, Mid-Norway has a relatively small export industry and is protected by a large public
sector. Retail sales are quite strong, and too few houses are built in the region, particularly in
Trondheim. The relatively important export sectors of aquaculture and offshore in the region could
well be hit by an international recession for some time, but will probably cope well in the longer run.
21 Source: SINTEF and SpareBank 1 SMN, Trøndersk economic barometer (see footnote 18 about the report)
117

13 DIVIDENDS AND DIVIDEND POLICY
SpareBank 1 SMN - Prospectus
SpareBank 1 SMN’s goal is to manage the Group`s resources in a manner that provides the holders of
Equity Certificates in the Savings Bank with a good, stable and competitive return in the form of a
dividend and capital appreciation for the Equity Certificates.
The annual profits of the Savings Bank is allocated amongst the owners of the Equity Certificates (i.e.
to class I capital – consisting of the nominal equity certificate capital, the premium reserve and the
equalisation fund) and the institution itself (i.e. to class II capital – consisting of the compensation
fund, the primary capital fund (the Savings Bank`s reserve) and the donation fund), in accordance
with the relative economic interest in the Savings Bank attributable to the Equity Certificate Holders
(see Section 19.11 (“Capital Structure and Ranking of the Equity Certificates”) and Section 19.12
“Equity Certificate Ratio and Regulation of Dividends”)). The relative economic interest of the Equity
Certificate Holders in the Savings Bank is expressed by the Equity Certificate ratio, which as of any
date will be the ratio between (i) the Savings Bank`s class I capital and (ii) the sum of its class I
capital and its class II capital, in each case as shown in the most recent unconsolidated audited
financial statements of the Savings Bank. Dividend funds allocated to the class I capital is to be paid
to the owners of the Equity Certificates, and the remainder of the profit for the year allocated to the
class I capital is to be added to the equalisation fund or other Equity Certificate equity.
The Equity Certificate ratio of the Savings Bank is as at the date of this Prospectus 60,6%. The Equity
Certificate ratio will however change as a consequence of the Rights Offering and the Employee
Offering. The Supervisory Board of the Savings Bank resolved on 6 March 2012 that the subscription
premium from the Rights Offering and the Employee Offering, after deduction of costs attributable to
the offerings, shall be transferred to the Savings Bank`s premium reserve in its entirety. For the
purposes of determining the Equity Certificate ratio with respect to allocation of the profits of the
Savings Bank for the year ending 31 December 2012, however, only 37/52 22 of the subscription
premium from the Rights Offering and the Employee Offering, after deduction of costs, as allocated
to the premium reserve, can, pursuant to the Financial Institutions Act, be included in the calculation
of the Equity Certificate ratio (i.e. a weekly weighted average Equity Certificate ratio will be calculated
when allocating the profits of the Savings Bank for the year 2012).
SpareBank 1 SMN will aim at distributing as dividends up to half of the share of the profits of the
Savings Bank allocable to the owners of the Equity Certificates, and correspondingly distribute up to
half of the share of the profits of the Savings Bank allocable to the institution itself as charitable
donations or allocate such funds to the Savings Bank`s donation fund. Adherence to this policy
presupposes that the Savings Bank’s solidity is at a satisfactory level. In determining the percentage
of the profits of the Savings Bank to be distributed, account will be taken of the anticipated
development of the results of the Savings Bank in a normalised market situation, external factors and
the requirements need to core capital.
The net proceeds of the Rights Offering and the Employee Offering will be used to strengthening the
Savings Bank’s core (tier I) capital.
For the financial years 2009 to 2011, the Savings Bank distributed as dividends to the owners of
Equity Certificates the amounts set forth below (see also Section 6.3(“Presentation of Dividends and
Earnings per Equity Certificate”)):
22 On the basis of the proceeds of the offerings being paid by the Payment Date.
118

Financial year Date of resolution
SpareBank 1 SMN - Prospectus
Dividend per Equity
Certificates (NOK) 23
119
Total number of
Equity
Certificates 24
Total amount of
dividend (NOK)
2011 06.03.2012 2.00 94,930,286 189,847,796
2010 23.03.2011 3.00 94,905,286 284,691,429
2009 03.03.2010 2.50 69,342,522 173,356,305
For a more comprehensive discussion of the rights conferred by the Equity Certificates, including
limitation by law with respect to distribution of dividends, please refer to Section 19 (“Equity
Certificates, Equity Certificate Holder Matters and Ownership Structure”).
23 Unadjusted figures, see Section 6.3 (“Presentation of Dividends and Earnings per Equity Certificate”) for adjusted figures.
24 Total number of Equity Certificates is exclusive of treasury Equity Certificates held by the Savings Bank for which dividends are
note declared.

SpareBank 1 SMN - Prospectus
14 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
The following Section should be read in conjunction with the Group’s audited financial statements for
the years ended 31 December 2011, 2010 and 2009, the Board of Directors’ reports and the auditor’s
reports in respect of 2011, 2010 and 2009, as incorporated by reference in this Prospectus (see
Section 24.10) and available on the Group`s website, www.smn.no.
14.1 Basis for Preparation
The consolidated financial statements for the Group have been prepared in accordance with
International Financial Reporting Standards (“IFRS”) as adopted by the EU and correspond with the
interpretations of the International Accounting Standards Board. The consolidated financial
statements are presented in NOK and are rounded up to million (1,000,000). The consolidated
financial statements have been prepared under the historical cost convention, with the following
exceptions: financial assets and liabilities at fair value through profit or loss and investment property.
The preparation of financial statements in conformity with IFRS requires that the management makes
discretionary assessments, estimates and assumptions that effect the application of accounting
principles and reported amounts of assets and liabilities, incomes and expenses. Estimates and
underlying assumptions are based on historical experience and other factors that seem reasonable on
the balance sheet date. The valuation of financial instruments for which observable market data are
not available will require a high level of discretion. The resulting accounting estimates will rarely be
fully consistent with the actual outcome. Estimates and underlying assumptions are reviewed on an
ongoing basis.
The Savings Bank`s condensed consolidated interim financial statements are prepared in accordance
with IAS 34 Interim Financial Reporting in the context of IFRS as adopted by the EU.
14.2 Summary of Accounting Principles
The Savings Bank`s accounting principles (as also set out in note 2 to the financial statement for
2011) have been incorporated by reference herein, cf. Section 24.10 (“Incorporation by Reference”)
below.
14.3 Selected Consolidated Income Statement Data
The selected consolidated income statement data presented below has been derived from the Savings
Bank`s consolidated financial statements for the years ended 31 December 2011, 2010 and 2009.
Amounts in NOK million
120
2011
(audited)
Year ended 31 December
2010
(audited)
2009
(audited)
Net interest income ....................................................................... 1,281 1,210 1,279
Net other operating income ............................................................ 919 855 756
Operating expenses ....................................................................... 1482 1,140 1,253
Net return on financial investments ................................................. 588 490 642
Write-downs on loans and guarantees .............................................. 27 132 277
Profit before income tax ............................................................. 1,279 1,282 1,147
Tax charge ................................................................................... 255 260 210
Profit for the year ....................................................................... 1,024 1,022 937
Earnings per Equity Certificate (NOK) .............................................. 6.61 6.43 6.73

SpareBank 1 SMN - Prospectus
14.4 Selected Consolidated Balance Sheet Data
The selected consolidated balance sheet data presented below has been derived from the Savings
Bank`s consolidated financial statements for the years ended 31 December 2011, 2010 and 2009.
Amounts in NOK million
121
2011
(audited)
As of 31 December
2010
(audited)
2009
(audited)
Total assets ..................................................................................... 101,455 90,152 84,509
Lending to customers ........................................................................ 73,105 69,847 61,782
Deposits from customers ................................................................ 47,871 42,786 37,227
Debt securities in issue ..................................................................... 28,148 27,941 23,358
Financial derivatives ......................................................................... 3,158 1,684 712
Subordinated debt ............................................................................ 2,690 2,758 3,875
Total Equity ..................................................................................... 8,348 7,846 6,183
Total Liabilities ................................................................................. 93,107 90,152 78,326
The following table below shows the changes in equity for the Savings Bank’s consolidated figures.
See section 24.10 (“Incorporation by Reference”) and section 15.4 (“Selected Balance Sheet Items as
of 31 December 2011, 31 December 2010 and 31 December 2009”) for further details in the Savings
Bank’s changes in equity and allocation of changes in different equity funds.
Amounts in NOK million 2011
Total equity capital ................................
(audited)
Change
Year ended 31 December
2010
(audited)
Change
2009
(audited) Change
2008
(audited)
8,348 503 7,845 1,662 6,183 665 5,518
Net profit ........................................................... 1,024 1,022 953
Other comprehensive income ................................ -25 -22
Dividend declared ................................................ -285 -174 -116
Disbursed for gifts fund ................................ -192 -27 -178
Direct recognitions in equity ................................ -50 -10 6
Change in minority share ................................ 30 50
Rights issue ........................................................ 803
Employee Placing ................................................ 17
Sale of own ECC’s................................................ 4

SpareBank 1 SMN - Prospectus
14.5 Selected Consolidated Ratios and Key Figures
The following table summarises selected consolidated ratios and key figures for the Group as of and
for the years ended 31 December 2011, 2010 and 2009. Terms and key ratios used in the table are
defined in Section 14.6 (“Definitions of Key Ratios”) below.
Interest rate analysis
2011
(unaudited)
122
Year ended 31 December
2010
(unaudited)
2009
(unaudited)
1 Combined weighted total average spread for
2.01 2.07 2.03
lending and deposits (%) ................................
2 Spread for ordinary lending to customers (%) ..... 1.57 1.66 1.62
3 Spread for deposits from customers (%) ............ 0.44 0.41 0.41
Rate of return/profitability
4 Net other operating income, per cent of total
income ...........................................................
5 Cost/income ratio (%) 25 ....................................
6 Return on equity, annualised (%) .....................
7 Average equity including allocated dividend
(NOK million) .................................................
8 Return on average risk-weighted volume,
annualized (%) ................................................
Financial strength
32.97 % 33.46 % 28.2 %
53.15 % 44.64 % 46.8 %
12.80 % 14.60 % 16.2 %
7,972 6,986 5,784
1.36 % 1.53 % 1.49 %
9 Core capital ratio ............................................. 10.40 % 10.90 % 10.5 %
10 Capital adequacy ratio ...................................... 12.02 % 12.97 % 13.6 %
11 Core capital at end of period (NOK million) ........
12 Minimum capital requirement (NOK million) ........
Loan portfolio (including loans transferred to
SpareBank 1 Boligkreditt) and write-downs
13 Impairment losses ratio
14 Non-performing commitm. as a percentage of
gross loans .....................................................
15 Other doubtful commitm. as a percentage of
gross loans .....................................................
Liquidity
16 Ratio of customer deposits to net lending to
customers at end of period (%) ........................
The SpareBank 1 SMN
Equity Certificate
7,856 7,283 6,730
6,027 5,335 5,152
0.03 % 0.16 % 0.31 %
0.36 % 0.57 % 0.49 %
0.21 % 0.24 % 0.57 %
65.90 % 61.71 % 60,75 %
17 Number of Equity Certificates at end of period
94,924 94,897 69,434
(1,000) ..........................................................
18 Equity Certificate price at end of period (NOK)..... 39,30 54,00 49,02
19 Market value (NOK million) ............................... 3,731 5,124 3,749
20 Earnings per Equity Certificate (NOK) ................ 6.61 6.43 6.73
21 Dividend per Equity Certficiate (NOK) ................. 2.00 3.00 2,27
22 Dividend yield (%) .......................................... 5.09% 5.56% 4.6 %
23 Equity per Equity Certificate including
54.44 50.60 44.89
allocated dividend at end of period (NOK) ..........
24 Price/earnings ratio .......................................... 5.94 8.40 7.29
25 Price/book value ............................................. 0.72 1.07 1.09
25 Excluding allocations to employees and impairment for goodwill.

14.6 Definitions of Key Ratios
SpareBank 1 SMN - Prospectus
Set forth below are definitions of terms and key ratios used in Section 14.5 (“Selected Consolidated
Ratios and Key Figures”) above.
1,2,3 ............... Based on nominal values excluding lending to and deposits with credit institutions and impaired
loans, measured against the three month money market rate (NIBOR).
5 .................... Total operating expenses as a percentage of total operating income
6 .................... Net profit as a percentage of average equity. Average equity is calculated on the basis of
recorded equity.
8 .................... RARORAC (Risk-Adjusted Return On Risk-Adjusted Capital) is defined as risk-adjusted profits
relative to the risk-adjusted capital requirements. Risk-adjusted profits indicate the level of
profits in a normalised situation. The risk-adjusted capital requirement is described in further
detail in the Section 16 (“Risk and Capital Management”). Profit for the period relative to average
risk-weighted volume.
13 .................. Net losses expressed as a percentage of average gross lending year to date. Write-downs by loan
category not included.
17-25 .............. The key figures are corrected for issues. No change in the number of Equity Certificates.
19 .................. Number of Equity Certificates multiplied by Equity Certificate price at end of period.
20 .................. Equity Certificates’ portion of the consolidated result (less own Equity Certificates).
22 .................. Dividend per Equity Certificate as percentage of Equity Certificate price at end of period.
23 .................. Book equity (after deduction of own Equity Certificates) multiplied by the Equity Certificates
fraction divided by the number of Equity Certificates (less own Equity Certificates) including cash
dividend.
24 .................. Equity Certificate price at end of period relative to earnings per Equity Certificate.
25 .................. Equity Certificate price at end of period relative to recorded equity at end of period.
14.7 Significant Change in the Savings Bank`s Financial or Trading Position
There has been no significant change in the Group`s financial or trading position since 31 December
2011.
14.8 Independent Auditor
The Savings Bank`s statutory auditor is Deloitte AS, Karenslyst Allè 20, 0278 Oslo with organisation
number 980 211 282. Deloitte AS is a member of Den Norske Revisorforening (The Norwegian
Institute of Public Accountants). The financial statements for the Savings Bank as of and for the years
ended 31 December 2011, 2010 and 2009 have been audited by Deloitte AS.
The auditor’s reports for the years 2011, 2010 and 2009 have been incorporated by reference herein,
cf. Section 24.10 (“Incorporation by Reference”) below.
Other than stated above, no other information in this Prospectus has been audited by the Savings
Bank’s auditors.
The auditor’s statements for the financial years ended 31 December 2011, 2010 and 2009 have been
unqualified.
123

SpareBank 1 SMN - Prospectus
15 OPERATING AND FINANCIAL REVIEW
The following is a discussion of the Group’s financial condition and results of operations as of and for
the years ended 31 December 2011, 2010 and 2009. Investors should read the following discussion
together with the Group’s historical consolidated financial statements and the related notes,
incorporated by reference herein (see Section 24.10) and available on the Group`s web site,
www.smn.no, as well as the other Sections of this Prospectus, and should not rely solely on the
information contained in this Section.
The “forward-looking statements” contained in this Section are subject to risks, uncertainties and
other factors that could cause the Group`s future results of operations or cash flows to differ
materially from those contemplated by such forward-looking statements. Factors that may cause such
a difference include, but are not limited to, those discussed in Section 6.4 (“Forward Looking
Statements”) and Section 2 (“Risk Factors”).
Percentages in tables have been rounded and accordingly may not add up to 100%. In addition,
certain financial data has been rounded. As a result of this rounding, the totals of data presented in
this document may vary slightly from the actual arithmetic totals of such data. Figures in parentheses
represent last year's figures.
15.1 Overview
15.1.1 Main Features for the Year Ended 31 December 2011
• Good underlying operations and positive income trend
• High return on financial investments
• Strong financial position and satisfactory funding
• Very good growth in lending to the retail market and high growth in deposits from retail
and corporate customers alike
• Rise in costs due to one-time events and increased activity levels, particularly in
subsidiaries
In 2011 SpareBank 1 SMN recorded a profit of NOK 1,024 million (compared to NOK 1,022 million for
2010) and a return on equity of 12.8% (compared to 14.6% for 2010). Profit before tax was NOK
1,279 million (compared to NOK 1,282 million in 2010). The good profit performance is ascribable to
a positive income trend, reduced losses and high return on financial assets.
Operating income rose by 6.5% in 2011 to a total of NOK 2,200 million (compared to NOK 2,065
million in 2010).
Return on financial assets was NOK 588 million (compared to NOK 490 million in 2010), of which the
overall share of profits on owner interests in affiliates was NOK 290 million (NOK 249 million).
Operating expenses totalled NOK 1,482 million in 2011 (compared to NOK 1,140 million in 2010)
which is NOK 342 million higher than in 2010. Of the growth, NOK 128 million is due to the write-
back of AFP (early retirement) provision in 2010.
A net loss of NOK 27 million in 2011 (compared to NOK 132 million in 2010) was recorded on loans
and guarantees.
The Group achieved good growth in lending and deposits in 2011. Lending rose by 8.6% (compared
to 13.2% in 2010) and deposits by 11.9% (compared to 14.9% in 2010). Both retail and corporate
banking divisions saw a good supply of customers in the retail and corporate market.
124

SpareBank 1 SMN - Prospectus
Tier 1 capital adequacy at end-2011 was 10.4% (compared to 10.9% in 2010) and total capital
adequacy was 12.0% (compared to 13.0% in 2010).
At year-end 2011 the Bank’s equity capital certificate (ECC) was priced at NOK 39.30 (compared to
NOK 54.00 in 2010). A cash dividend of NOK 3.00 26 per ECC was paid in 2011 for the year 2010.
Earnings per ECC were NOK 6.61 (compared to NOK 6.43 in 2010). Book value was NOK 54.44
(compared to NOK 50.60 in 2010).
The Board of Directors recommends the Supervisory Board to set a cash dividend of NOK 2.00 per
ECC for 2011.
15.1.2 Main Features for the Year Ended 31 December 2010
In 2010 SpareBank 1 SMN recorded a profit of NOK 1,022 million (compared to NOK 937 million in
2009) and a return on equity of 14.6% (compared to 16.2% in 2009). Profit before tax was NOK
1,282 million (compared to NOK 1,147 million in 2009). The improved profit performance is due to
good underlying operations, reduced losses and a good result for SpareBank 1 Gruppen. In addition,
expenses were reduced after dissolution of the AFP (early retirement) liability in 2010.
Operating income rose by 1.5% in 2010 to total NOK 2,065 million (compared to NOK 2,034 million in
2009).
Return on financial assets was NOK 490 million (compared to NOK 642 million in 2009), of which the
overall share of profits on owner interests in affiliates was NOK 249 million (compared to NOK 349
million in 2009).
Operating expenses totalled NOK 1,140 million in 2010 (compared to NOK 1,253 million in 2009)
which is NOK 113 million lower than in 2009. The decline is a result of the write-back of AFP (early
retirement) provision in 2010 in a total amount of NOK 128 million along with good cost control and
effects of the Bank’s cost-cutting programme.
A net loss of NOK 132 million (compared to NOK 277 million in 2009) was recorded on loans and
guarantees.
The Group achieved growth in lending and deposits in 2010. Lending rose by 13.2% (compared to
8.6% in 2009) and deposits by 14.9% (compared to 5.5% in 2009). A good supply of customers was
seen in the retail and corporate market alike.
The Group is financially sound, and tier 1 capital adequacy at end-2010 was 10.9% (compared to
10.5% in 2009) and total capital adequacy was 13.0% (compared to 13.6% in 2009).
At year-end the Bank’s equity capital certificate (ECC) was priced at NOK 54.00 (compared to NOK
49.00 in 2009). A cash dividend of NOK 2.27 27 per ECC was paid in 2010 for the year 2009.
Earnings per ECC were NOK 6.43 in 2010 (compared to NOK 6.73 in 2009). Book value was NOK
50.61 (compared to NOK 44.89 in 2009).
26 Unadjusted figure, see Section 6.3 (“Presentation of Dividends and Earnings per Equity Certificate").
27 Adjusted figure, see Section 6.3 (“Presentation of Dividends and Earnings per Equity Certificate").
125

SpareBank 1 SMN - Prospectus
15.1.3 Main Features for the Year Ended 31 December 2009
• Good underlying operations despite increased losses.
• High return on financial assets in 2009, after substantial losses in 2008.
• SpareBank 1 Gruppen AS with a strong result in 2009.
• Gains related to increased holdings in BN Bank ASA.
• Good solidity and satisfactory financing.
SpareBank 1 SMN achieved a profit for the year ended 31 December 2009 of NOK 937 million
(compared to NOK 617 million for 2008) and a return on equity of 16.2% (compared to 11.9% for
2008). The profit before tax was NOK 1,147 million (compared to NOK 773 million for 2008).
Operating revenues also increased in 2009 and in aggregate amounted to NOK 2,035 million
(compared to NOK 1,957 million in 2008). The growth in income can be attributed to higher
commission income compared to 2008.
The return on financial assets was NOK 293 million (compared to NOK -182 million in 2008) and the
share of the result of associated companies was NOK 349 million (compared to NOK 393 million in
2008).
Aggregate operating expenses were NOK 1,253 million (compared to NOK 1,194 million in 2008).
Net losses on loans and guarantees were NOK 277 million (compared to NOK 202 million in 2008).
Growth in loans and deposits slowed, in line with the market development, in 2009 and was 8.6% and
5.5%, respectively (compared to 15.2% and 8.8% in 2008). The increase in number of customers
was nevertheless satisfactory in both the retail and corporate market.
The closing price of the Savings Bank`s Equity Certificates on 31 December 2009 was NOK 54.00
(compared to NOK 25.17 on 31 December 2008). Earnings per Equity Certificate for the year ended
31 December 2009 were NOK 7.41 28 .
15.2 Significant Factors Affecting the Results of Operations and Business Condition
SpareBank 1 SMN’s business, results of operations, financial condition and prospects have been
affected, and will continue to be affected, by various factors, the most significant of which are
described below. The impact of these and other potential factors may vary significantly in the future.
Moreover, the effects of the global financial crisis have led to less predictability with respect to the
Group’s results (see Section 6 (“General Information — Forward-Looking Statements”)).
15.2.1 Macroeconomic Developments
The Norwegian economy was much less affected by the international recession than first feared and
the annualized GDP growth in the third quarter of 2011 came in at an impressive 3.7% 29 , after only
having a modest, technical recession in 2009.
Inflation decreased towards the end of 2011 and the annual rate of growth in the consumer prices
index was 0.2% 30 at year end. At the same time, however, the increase in core inflation was 1.2% 31
by far underscoring Norges Bank`s target of 2.5%, giving the central bank the possibility to cut the
28 Adjusted figure, see Section 6.3 (“Presentation of Dividends and Earnings per Equity Certificate").
29 Source: Statistics Norway: http://www.ssb.no/knr/
30 Source: Statistics Norway: http://www.ssb.no/emner/08/02/10/
31 Source: Statistics Norway
126

SpareBank 1 SMN - Prospectus
rate even further. Employment seems to have bottomed out in Norway in the present cycle and the
unemployment level is now at 3.4% 32 .
There was a significant rise in the oil price in 2009 and 2010 after a decline from about 150 $ to
about 35 $ per barrel in 2008. The price stabilized well above 100 USD per barrel during 2011 but
could definitely fall substantially in the case of a global recession, affecting Norway, at least in the
short run. However, in a structural perspective oil constitutes a scarce resource, and much higher oil
prices are expected as the next cyclical peak approaches.
The global economy’s recovery since the cyclical low in the end of 2008, were driven by expansive
fiscal and monetary policies which created significant credit bubbles and increased risk-willingness in
financial markets. The cost of this policy is that government debt has reached alarming levels in many
OECD countries. In the peripheral Euro countries the financial markets have started to doubt that
these countries are able to serve and pay back their debt, and forcing higher interest rates on these
countries debt, making the situation even worse. One of the most important risk factor throughout
2012 is that government bond yields in these and other debt burdened countries will increase further,
leading to bankruptcies, bank crisis and eventually a break-up of the Euro.
15.2.2 State Funding Schemes and Capitalisation Programmes
In October 2008, the Norwegian Government presented a swap scheme for treasury bills and covered
bonds, pursuant to which banks can receive government debt in exchange for covered bonds in an
amount not to exceed, in the aggregate, NOK 350 billion during 2008 and 2009. The swap agreement
is an agreement where the Norwegian Government exchange treasury bills for covered bonds for an
agreed period. The Norwegian Government sells treasury bills to the banks in a time limited swap for
covered bonds. The banks have beneficial rights over the treasury bill, and may sell the treasury bills
in the market, if they choose. The maturities of the treasury bills offered at the auctions were initially
between three and six months, but at the latest auctions treasury bills with other maturities have
been offered. The swap agreements last for periods of up to five years, and the banks undertake to
purchase new treasury bills with six months maturities to replace treasury bills which fall due during
the term of the swap agreement. The exchange programme has made it easier for banks to attract
deposits and hence has contributed to improved access to long-term funding during the first three
quarters of 2009. The swap agreement has now been cancelled as of 17 December 2009. As of 31
December 2011, SpareBank 1 SMN had, through SpareBank1 Boligkreditt AS and SpareBank 1
Næringskreditt AS, exchanged NOK 2.9 billion under this scheme, see Section 15.5.3 (“Funding”).
15.2.3 Interest Rates
The table below illustrates combined weighted average total spread, spread for ordinary lending to
customers and spread for deposits to customers for the periods indicated.
127
Year ended 31 December
2011 2010 2009
Combined weighted average total spread (%) 33 ................................................. 2.01 2.07 2.03
Spread for ordinary lending to customers (%) 33 ................................................. 1.57 1.66 1.62
Spread for deposits to customers (%) 34 ............................................................. 0.44 0.41 0.41
32 Source: Statistics Norway: http://www.ssb.no/aku/
33 Excluding impaired loans.
34 Lending to and deposits from credit institutions are not included.

15.2.3.1 Interest Rates – 2011
SpareBank 1 SMN - Prospectus
Net interest income in 2011 was NOK 1,281 million (compared to NOK 1,210 million in 2010), an
increase of NOK 71 million.
The increase is mainly due to
• Higher loan and deposit volumes
• Increased commissions on establishment of business loans
• Banks’ exemption from payment of levies to the Banks’ Guarantee Fund for 2011
The steadily rising cost of money market funding reduced the Bank’s lending margins through the
year. The Bank implemented a general interest rate increase on loans to retail and corporate
customers alike in November 2011, and has chosen not to lower rates to customers after the
reduction of market rates (NIBOR) at year-end.
Commission on home mortgage loans transferred to SpareBank 1 Boligkreditt AS is recorded as
commission income, not as interest income. Commission income totalled NOK 71 million in 2011
(compared to NOK 107 million).
As of end-2011 home mortgage loans transferred to SpareBank 1 Boligkreditt AS amounted to NOK
22 billion (compared to NOK 18 billion in 2010).
15.2.3.2 Interest rates – 2010
Net interest income in 2010 was NOK 1,210 million (compared to NOK 1,279 million in 2009). The
decline on 2009 is mainly due to
• Reduced deposit margins
• Lower average interest rate level in 2010 than in 2009 and thus lower return on the
Bank’s distributable reserves
• Higher cost of external funding in autumn 2010
• Commission on home mortgage loans transferred to SpareBank 1 Boligkreditt AS is
recorded as commission income, not as net interest income. Commission income totalled
NOK 107 million in 2010 (compared to NOK 82 million in 2009).
15.2.3.3 Interest Rates – 2009
As a consequence of the turbulence in financial markets, Norges Bank reduced its base rate from
5.75% to 1.25% at its lowest in June 2009. Since October 2009, the base rate has been increased on
two occasions and is currently 1.75%. SpareBank 1 SMN adjusts interest rates to customers
continuously in order to be competitive and adapt interest rates to the bank`s funding cost. The
lending margin has increased whilst deposit margins have been considerably reduced as a result of
low interest rate levels. At the same time, the return on SpareBank 1 SMN’s free equity was reduced
compared with 2008.
SpareBank 1 SMN's marginal funding cost was still considerably above the NIBOR interest rates.
128

15.2.4 Net Credit Losses
SpareBank 1 SMN - Prospectus
15.2.4.1 Net Credit Losses for the Year Ended 31 December 2011
In 2011 net loan losses came to NOK 27 million (compared to NOK 132 million in 2010). There has
been no cause to revise collectively assessed impairment write-downs in 2011. Net loan losses in the
fourth quarter were NOK 26 million.
A net loss of NOK 20 million (compared to NOK 128 million in 2010) was recorded in 2011 on the
Group’s corporate customers. Of this, losses at SpareBank 1 SMN Finans came to NOK 15 million
(compared to NOK 25 million in 2010). A net loss of NOK 7 million was recorded on the retail portfolio
(compared to NOK 4 million in 2010).
This figure was made up as follows:
Individual losses corporate market ................. NOK 5 million
Individual losses retail market ....................... NOK 7 million
Individual losses SpareBank 1 SMN Finans ...... NOK 15 million
Collective write-downs .................................. NOK 0 million
Individually assessed impairment write-downs came to NOK 172 million in 2011 (compared to
NOK 222 million in 2010), a fall of NOK 50 million in the last 12 months.
Collective Write-Downs
Collective assessment of loss write-downs is based on two factors:
• events that have affected the Bank’s portfolio (causing migration between risk categories)
• events that have not yet affected the portfolio since the Bank’s credit risk models do not
capture the effects rapidly enough (e.g. macroeconomic factors).
At end-2011 no basis has been found for revising collectively assessed write-downs. The aggregate
volume of such write-downs is NOK 290 million (compared to NOK 290 million in 2010).
15.2.4.2 Net Credit Losses for the Year Ended 2010
In 2010 net loan losses came to NOK 132 million (compared to NOK 277 million in 2009). There has
been no cause to revise collectively assessed impairment write-downs in 2010 (increase of NOK 44
million in 2010).
A net loss of NOK 128 million was recorded on the Group’s corporate customers in 2010 (compared to
NOK 217 million in 2009). Of this, losses at SpareBank 1 SMN Finans came to NOK 25 million
(compared to NOK 22 million). A net loss of NOK 4 million was recorded on the retail portfolio
(compared to NOK 15 million).
This figure was made up as follows:
Increased individual losses corporate market NOK 103 million
Increased individual losses SpareBank1 SMN Finans NOK 24 million
Increased individual losses retail market NOK 4 million
Increased collective write-downs NOK 1 million
Individually assessed impairment write-downs came to NOK 222 million in 2010 (compared to NOK
219 million in 2009), an increase of NOK 3 million in the last 12 months.
129

SpareBank 1 SMN - Prospectus
Collective Loss Provisions
At end-2010 no basis has been found for revising collectively assessed write-downs. The aggregate
volume of such write-downs is accordingly NOK 290 million (compared to NOK 289 million in 2009).
An increase of NOK 1 million is recorded at SpareBank 1 SMN Finans. Please refer to Section 15.3.1
(“The Group”) for a description of the development in total net write-downs for the Group.
15.2.4.3 Net Credit Losses for the Year Ended 31 December 2009
Net losses on loans amounted to NOK 277 million for the year ended 31 December 2009 (compared
to NOK 202 million for 2008). This figure was made up as follows:
Individual losses corporate market ................. NOK 217 million
Individual losses retail market ....................... NOK 15 million
Collective write-downs .................................. NOK 45 million
In the corporate customer portfolio, there were net losses of NOK 217 million for the year ended 31
December 2009 (compared to NOK 115 million for 2008), including losses in SpareBank 1 SMN Finans
AS of NOK 22 million (compared to NOK 31 million in 2008). In the retail customer portfolio losses of
NOK 15 million were posted in 2009 (compared to NOK 8 million in 2008).
Individual write-downs on loans as of 31 December 2009 amounted to NOK 219 million (compared to
NOK 215 million in 2008), an increase of NOK 4 million from 31 December 2008.
Collective Write-Downs
The calculation of collective write-downs is based on:
• Events that have affected the Savings Bank`s portfolio (which may cause migration between risk
classes).
• Events that have not yet affected the portfolio due to the fact that the Savings Bank`s credit risk
models do not catch the effects so quickly (for example macroeconomic conditions).
The net migration between risk classes in the second half-year viewed in isolation indicated no
increase in collective write-downs. The general macroeconomic developments in the second half of
the year similarly gave no indication of a need to increase collective loss write-downs. The aggregate
increase in collective loss write-downs in 2009 was NOK 44 million as at 31 December 2009
(compared to NOK 60 million in 2008). Aggregate collective loss write-downs amounted to NOK 289
million (compared to NOK 244 million in 2008) corresponding to 0.37% (compared to 0.34% in 2008)
of gross loans. Of this NOK 134 million related to deterioration in the economy which was not yet
reflected in the quality of the portfolio.
130

SpareBank 1 SMN - Prospectus
15.3 Results of Operations for the Years Ended 31 December 2011, 2010 and 2009
15.3.1 The Group
The table below sets forth the income statement for the Group for the years ended 31 December
2011, 2010 and 2009.
Amounts in NOK million
131
2011
(audited)
Year ended 31 December
2010
(audited)
2009
(audited)
Interest income ..................................................................................................... 3,780 3,315 3,416
Interest expenses ................................................................................................ 2,499 2,105 2,137
Net interest income ........................................................................................... 1,281 1,210 1,279
Fee and commission income ................................................................................... 778 766 706
Fee and commission expenses ................................................................................ 83 81 84
Other operating income ......................................................................................... 224 170 134
Net other operating income ............................................................................... 919 855 756
Dividends ............................................................................................................. 36 43 6
Income from associates and joint ventures ............................................................... 290 249 349
Net return on financial investments ......................................................................... 262 197 287
Net return on financial investments ................................................................ 588 490 642
Total income ...................................................................................................... 2,789 2,555 2,677
Staff costs ............................................................................................................ 810 583 725
Administration costs .............................................................................................. 381 339 320
Other operating expenses ....................................................................................... 291 218 208
Total operating expenses .................................................................................. 1,482 1,140 1,253
Result before losses ............................................................................................... 1306 1,414 1.424
Write-downs on loans and guarantees ..................................................................... 27 132 277
Profit before income tax ..................................................................................... 1,279 1,282 1,147
Tax charge ........................................................................................................... 255 260 210
Profit for the year .............................................................................................. 1,024 1,022 937
Minority interests ................................................................................................ 8 5 6
Equity holders of the Savings Bank ................................................................ 1,016 1,017 931
Earnings per Equity Certificate (NOK) ..................................................................... 6.61 6.43 7.41
Review of the Annual Accounts for the Years Ended 31 December 2011, 2010 and 2009
Full Year Results
The Group`s profit for the year ended 31 December 2011 was NOK 1,024 million, compared to NOK
1,022 million for the year ended 31 December 2010, a change of 0.2%. The profit for the year ended
31 December 2009 was NOK 937 million. The Group`s profit before tax for the year ended 31
December 2011 was NOK 1,279 million, compared to NOK 1,282 million for the year ended 31
December 2010, a change of -0.2 %. The profit before tax for the year ended 31 December 2009 was
NOK 1,147 million. The result of SpareBank 1 Gruppen AS for the year ended 31 December 2011 was
NOK 482 million, compared to NOK 841 million in 2010. The Savings Bank`s share amounted to NOK
94 million in 2011, compared to NOK 164 million in 2010. Reduced results in SpareBank 1
Skadeforsikring and start up costs in SpareBank 1 Markets are the main explanations of the change
from 2010 to 2011.
The Group has recorded lower write-downs in loans and guarantees. Write-downs for the year ended
31 December 2011 were NOK 27 million, compared to NOK 132 million for the year ended 31
December 2010, a change of -80%. Write-downs for the year ended 31 December 2009 were NOK
277 million.
The Group`s return on equity for the year ended 31 December 2011 was 12.8%, compared to 14.6%

SpareBank 1 SMN - Prospectus
for the year ended 31 December 2010 and 16.2% for the year ended 31 December 2009. The core
(tier I) capital adequacy ratio for 2011 was 10.4%, compared to 10.9% in 2010. The change is due to
growth in risk weighted assets. The core (tier I) capital adequacy ratio for 2009 was 10.5%. The
Group`s growth in loans for the year ended 31 December 2011 was 8.6%, compared to 13.2% for
the year ended 31 December 2010. Growth in deposits for the same period was 11.9%, compared to
14.9% in 2010.
Net Interest Income
The table below shows changes in net interest income for the years ended 31 December 2011, 2010
and 2009 (audited) attributable to changes in lending and deposit volumes, lending and deposit
spreads, equity and non-interest bearing items and certain other items.
132
Year ended 31 December
Amounts in NOK million 2011 Change 2010 Change 2009
Net interest income .......................................... 1,281 71 1,210 -69 1,279
Lending volume and commission .......................... 155 34
Deposits volume.................................................. 16 10
Lending margin ................................................... -101 -31
Deposits margin .................................................. 40 20
Equity Capital ..................................................... -14 -88
SpareBank 1 SMN Finans ...................................... -24 -13
Year ended 31 December 2011: Net interest income in 2011 was NOK 1,281 million (compared to
NOK 1,210 million in 2010), an increase of NOK 71 million. The increase is mainly due to:
• Higher loan and deposit volumes
• Increased commissions on establishment of business loans
• Banks’ exemption from payment of levies to the Banks’ Guarantee Fund for 2011
The steadily rising cost of money market funding reduced the Bank’s lending margins through the
year. The Bank implemented a general interest rate increase on loans to retail and corporate
customers alike in November 2011, and has chosen not to lower rates to customers after the
reduction of market rates (NIBOR) at year-end.
Commission on home mortgage loans transferred to SpareBank 1 Boligkreditt AS is recorded as
commission income, not as interest income. Commission income totalled NOK 71 million in 2011
(compared to NOK 107 million in 2010).
As of end-2011 home mortgage loans transferred to SpareBank 1 Boligkreditt AS amounted to NOK
22 billion (compared to NOK 18 billion in 2010).
Year ended 31 December 2010: Net interest income in 2010 was NOK 1,210 million (compared to
NOK 1,279 million in 2009). The decline on 2009 is mainly due to:
• Reduced deposit margins
• Lower average interest rate level in 2010 than in 2009 and thus lower return on the
Bank’s distributable reserves
• Higher cost of external funding in autumn 2010
• Commission on home mortgage loans transferred to SpareBank 1 Boligkreditt AS is
recorded as commission income, not as net interest income. Commission income totalled
NOK 107 million in 2010 (compared to NOK 82 million in 2009).

SpareBank 1 SMN - Prospectus
As of end-2010 home mortgage loans transferred to SpareBank 1 Boligkreditt amounted to NOK 18
billion (compared to NOK 16 billion in 2009).
Year ended 31 December 2009: Net interest income was NOK 1,279 million for the year ended 31
December 2009 (compared to NOK 1,345 million for 2008). The development in net interest must be
viewed in the context of the fact that a considerable part of the Savings Bank`s mortgage loan
portfolio was transferred to SpareBank 1 Boligkreditt AS. As at 31 December 2009, mortgage loans of
NOK 15.6 (compared to NOK 7.3 billion as at 31 December 2008) billion had been transferred to
SpareBank 1 Boligkreditt AS. The Savings Bank received commission from SpareBank 1 Boligkreditt
AS corresponding to the margin on the loans transferred to the SpareBank 1 Boligkreditt AS. The
commissions amounted to NOK 82.2 million for the year ended 31 December 2009 (compared to NOK
21.0 million for 2008). Income from SpareBank 1 Boligkreditt AS is classified as commission income
in the Group`s accounts.
Interest rate levels continued to fall from the end of 2008 into 2009 before stabilising at a low level.
During 2009, the Group continuously adjusted its interest rates to customers in line with the
development in the market. Lending margins increased while deposit margins were strongly reduced.
The low interest rate level reduced the return on the Savings Bank`s free equity.
The interest margin in 2009 was 1.48% (compared to 1.77% in 2008). Weaker relative net interest
income can be attributed to a large extent to high liquidity reserves during 2009 and entries being
posted gross in the balance sheet relating to the exchange scheme with Norges Bank.
Net Other Operating Income
The table below shows changes in net other operating income for the years ended 31 December
2011, 2010 and 2009 (audited) attributable to certain specified items.
Amounts in NOK million 2011
Net other operating income ..............................
(audited)
133
Change
Year ended 31 December
2010
(audited)
Change
2009
(audited)
919 64 855 99 756
Guarantee commissions ....................................... -1 0
Commission from SpareBank 1 Boligkreditt AS ........ -36 25
Portfolio commission of savings products ................ 2 -40
Broker commission .............................................. 60 47
Insurance services ............................................... 10 14
Payment transmission services .............................. -3 13
Sales commission of savings products ....................
Other commission income .................................... -12 12
Other operating income ........................................ 46 25
Commission expenses .......................................... -2 3
Year ended 31 December 2011: Commission income and other operating income came to NOK 919
million in 2011 (NOK 855 million), an increase of NOK 64 million or 7.5%. The main contributors to
the increase are property broking, accounting services and insurance. In addition, the Group earns
rental income on the Bank’s new head office. A decline in commissions from SpareBank 1 Boligkreditt
AS is ascribable to higher costs of funding in the market for residential mortgage bonds. The
competitive situation has thus far made it demanding to pass on this extra cost to customers.
Year ended 31 December 2010: Commission income and other operating income came to NOK 855
million in 2010 (NOK 756 million), an increase of NOK 99 million or 13%. The main contributors to
the increase are property broking, SpareBank 1 Boligkreditt AS, payment services and insurance.

SpareBank 1 SMN - Prospectus
Year ended 31 December 2009: Commission income and other operating income for the Group for the
year ended 31 December 2009 was NOK 756 million (compared to NOK 612 million for 2008), an
increase of NOK 144 million or 24%. Income from real estate broking, SpareBank 1 Boligkreditt AS
and asset management represented most of the increase. Improved market conditions led to an
increase in income from the sale of savings products towards the end of 2009. Income from payment
services was reduced, but remained at a high level. Other commissions/income consisted mainly of
gains on the sale of buildings and other fixed assets, as well as commissions from the leasing
business.
Operating Expenses
The table below sets forth yearly changes for the years ended 31 December 2011, 2010 and 2009
(audited) based on certain specified items.
134
Year ended 31 December
Amounts in NOK million 2011 Change 2010 Change 2009
Operating expenses .........................................
1,482 342 1,140 -113 1,253
Total personnel expenses ..................................... 98 -13
EDP and telecommunication expenses .................... 29 -2
Postage and transportation services ....................... 0 -1
Marketing ........................................................... 7 5
Operating exp. on properties and premises ............. 1 14
Other external services ........................................ 3 13
Other operating expenses ..................................... 35 3
Depr./write-downs of fixed & intangible assets ........ 40 -3
Year ended 31 December 2011: Overall costs came to NOK 1,482 million (compared to NOK 1,140
million in 2010) in 2011, an increase of NOK 342 million.
Of the increase, the write-back of pension liabilities accumulated under the AFP (early retirement)
scheme in 2010 accounts for NOK 128 million.
Other staff and operating expenses in the Group grew by NOK 214 million or 17% compared with
2010 (2010 figures corrected for AFP).
Of the growth of NOK 214 million, NOK 67 million or 21% comprises growth at the Bank’s
subsidiaries. The growth in costs is ascribable to:
• Increased activity at Eiendomsmegler 1. NOK 30 million of the growth at the subsidiaries
is a result of a substantial increase in activity at Eiendomsmegler 1. The pre-tax profit of
NOK 76 million was the best ever reported by the company.
• Increased costs at SpareBank 1 SMN Regnskap as a result of the acquisition of several
local accounting firms in 2011. This has increased Group operating expenses by NOK 27
million. Turnover rose by NOK 30 million in 2011.
Parent Bank costs rose by NOK 146m or 15%. Much of the growth is related to increased customer
facing activity. The growth roughly breaks down as follows:
Wage growth ............................................... NOK 35 million
IT og telephony ............................................. NOK 31 million
Premises, mainly new HQ ................................ NOK 27 million
Other increase in activity ................................ NOK 33 million

SpareBank 1 SMN - Prospectus
In addition an operational loss of NOK 20 million related to a customer exposure in the Group’s
capital market business was recorded as a cost.
Operating expenses were 1.50% (compared to 1.39% in 2010) of average total assets. The Group’s
cost-income ratio was 53% (compared to 50% in 2010) (2010 figures corrected for the effect of AFP).
Year ended 31 December 2010: Overall costs came to NOK 1,140 million (compared to NOK 1,253
million) in 2010, a decline of NOK 113 million.
Costs in 2010 are substantially affected by the write-back of pension liabilities accumulated under the
AFP (early retirement) scheme. For the SpareBank 1 SMN Group this has an overall one-time effect of
NOK 128 million.
Other staff and operating expenses in the Group rose by NOK 16 million or 1.2% compared with
2009. The cost growth is mainly due to increased activity at the Bank’s subsidiary EiendomsMegler 1.
Substantial growth both in overall income and operating profit were recorded by EiendomsMegler 1 in
the period.
The Parent Bank recorded virtually zero growth in other staff and operating expenses. This is largely
due to the implementation of the cost-reduction programme 170 million in 2012. The gross effect of
measures implemented so far under the programme is about NOK 140 million.
Operating expenses were 1.25% of average total assets in 2010 (compared to 1.45% in 2009). The
Group’s cost-income ratio was 45% (compared to 47% in 2009).
Year ended 31 December 2009: Aggregate operating expenses for the Group for the year ended 31
December 2009 were NOK 1,253 million (compared to NOK 1,194 million for 2008), an increase of
NOK 59 million, or 4.9%, compared with 2008. The growth in expenses in the Savings Bank was net
NOK 35 million (3.7%), and in the Savings Bank`s subsidiaries, NOK 24 million (10.4%).
Operating expenses in relation to total assets amounted to 1.45% (compared to 1.41% in 2008).
Expenses in relation to income for the Group totaled 47% (compared to 55% in 2008).
Net Gains on Fixed and Intangible Assets
The Group’s has recorded no gains on non-financial assets for the year ended 31 December 2011.
Write-Downs on Commitments
Individual write-downs for the year ended 31 December 2011 for the Group were NOK 27 million,
against NOK 132 million for the year ended 31 December 2010 and NOK 219 million for the year
ended 31 December 2009. Out of the Group`s total write-downs made in 2011, NOK 5 million related
to the corporate market business of the Group, NOK 7 million to the retail market business and NOK
15 million to SpareBank 1 Finans Midt-Norge AS.
There has been no cause to revise collectively assessed impairment write-downs in 2011, compared
to an increase of NOK 1 million for 2010 and an increase of NOK 44 million in 2009.
The Group`s loan loss expenses for the year ended 31 December 2011 amounted to approximately
0.03% of the loan book, including loans transferred to SpareBank 1 Boligkreditt AS.
Problem loans was reduced with NOK 168 million to NOK 542 million per 31 December 2011 and
constituted 0.57% of gross loans, compared to 0.81% per 31 December 2010 and 1.06% per 31
December 2009.
135

SpareBank 1 SMN - Prospectus
The table below sets forth the write-downs in loans and guarantees for the years ended 31 December
2011, 2010 and 2009 (audited).
Amounts in NOK million
136
2011
(audited)
Year ended 31 December
2010
(audited)
2009
(audited)
Period’s change in individual write downs ................................................................ -50 3 3
Period’s change in collective write downs ................................................................ - 1 44
Actual losses on loans previously written down ......................................................... 91 46 89
Confirmed losses on loans not previously written down .............................................. 26 92 161
Incomings on previously written down loans, guarantees etc. ................................ -39 -10 -21
Write-downs on loans and guarantees ............................................................ 27 132 277
Write-Downs on Loans and Guarantees for Principal Sectors
The table below sets forth the write-downs in loans and guarantees for principal sectors for the years
ended 31 December from 2009 to 2011 (audited).
Amounts in NOK million
2011
(audited)
Year ended 31 December
2010
(audited)
2009
(audited)
Agriculture, forestry, fisheries and hunting ............................................................... 1 2 7
Fish farming ......................................................................................................... 5 - 1
Industry and mining .............................................................................................. 1 90 18
Building and construction, power and water supply .................................................... 4 21 13
Wholesale and retail trade; hotel and restaurant industry ........................................... 2 11 111
Other transport and communication ......................................................................... 4 3 1
Financing, property management and business services ............................................. 2 -8 58
Abroad and others ................................................................................................ - - -
Private sector ....................................................................................................... 8 12 24
Collective write down, corporate .............................................................................. 10 1 19
Collective write down, retail .................................................................................... -10 - 25
Write-downs on loans and guarantees ............................................................... 27 132 277
Taxes
The Group`s total tax charge for the year ended 31 December 2011 was NOK 255 million, an
decrease of NOK 5 million compared to 2010. The Group`s effective tax rate was 20% for the year
ended 31 December 2011 the same level as for the year ended 31 December 2011. The Group`s total
tax charge for the year ended 31 December 2009 was NOK 210 million, representing 18% of pre-tax
operating profits for that year.
15.3.2 Segments
Income Statement
The table below shows a breakdown of the Group`s income by segment for the year ended 2011
(audited).

Amounts in NOK
million
Retail Market
Corporate
Market
SpareBank 1 SMN - Prospectus
SpareBank 1
SMN Markets
137
Eiendomsmegler
1 Midt-Norge
SpareBank 1
SMN Finans
SpareBank
1 SMN
Regnskap
Other
operations/
eliminations
Net interest ................................ 521 783 10 5 94 - -131
Allocated ................................29 117 3 - - - -150
Total interest
income ................................
551 900 13 5 94 - -281
Commission
income and other
income ................................
327 132 24 308 -1 79 49
Net return on
financial
6 36 64 - -1 - 483
investments ................................
Total income ................................ 883 1,069 101 313 92 79 251
The table below shows a breakdown of the Group`s income by segment for the year ended 2010
(audited).
Amounts in NOK
million
Retail Market
Corporate
Market
SpareBank 1
SMN Markets
Eiendomsmegler
1 Midt-Norge
SpareBank 1
SMN Finans
SpareBank
1 SMN
Regnskap
Other
operations/
eliminations
Net interest ................................ 579 714 18 4 93 - -197
Allocated ................................13 56 1 - - - -70
Total interest
income ................................
592 770 19 4 93 - -268
Commission
income and other
income ................................
319 135 30 245 5 51 70
Net return on
financial
2 16 19 - 1 - 452
investments ................................
Total income ................................ 913 921 68 249 99 51 255
The table below shows a breakdown of the Group`s income by segment for the year ended 2009
(audited).
Amounts in NOK
million
Retail Market
Corporate
Market
SpareBank 1
SMN Markets
Eiendomsmegler
1 Midt-Norge
SpareBank 1
SMN Finans
SpareBank
1 SMN
Regnskap
Other
operations/
elimination
Net interest ................................ 606 596 34 3 104 - -64
Allocated ................................15 43 1 - - - -59
Total interest
income ................................
620 639 35 3 104 - -123
Commission
income and other
income ................................
321 136 10 197 6 45 65
Net return on
financial
2 - 55 - -3 - 563
investments ................................
Total income ................................ 944 775 101 199 107 45 506
s

SpareBank 1 SMN - Prospectus
Retail Market
The retail market business achieved a return on equity of 21.3% (compared to 25.5% in 2010) in
2011.
Operating income came to NOK 883 million (compared to NOK 913 million) in 2011. Net interest
income totalled NOK 551 million (compared NOK 592 million in 2010) and commission income NOK
333 million (compared to NOK 321 million in 2010). The lending margin is under heavy pressure from
intense competition and stable low interest rates, but is compensated for by high growth and an
increased deposit margin.
The lending margin in 2011 was 1.22% (compared to 1.43% in 2010), while the deposit margin was
0.73% (compared to 0.54% in 2010). The margin is defined as the average customer interest rate
minus the three-month moving average of three-month NIBOR.
In the last 12 months lending to retail customers rose by 10.9% in 2011 (compared to 8.7% in
2010), and deposits from the same segment by 10.9% (compared to 4.3% in 2010).
Lending to retail borrowers generally carries low risk, as reflected in continued low losses. Losses and
defaults are expected to remain low. The loan portfolio is secured by residential property, and the
trend in house prices has been satisfactory throughout the market area.
Corporate Market
The Corporate Market Division reported a return on equity of 13.8% in 2011 (compared to 12.0% in
2010). The improvement is due mainly to increased income and reduced loan losses.
Total operating income came to NOK 1,069 million in 2011 (compared to NOK 921 million in 2010).
Lending and deposit margins in the division were, respectively, 2.12% and 0.20% (compared to
respectively 2.14% and 0.26% in 2010). The margins are measured with reference to three-month
NIBOR. Lending grew by 6.3% (compared to 20.7% in 2010) and deposits by 11.5% (compared to
22.1% in 2010).
Net interest income totalled NOK 900 million in 2011 (compared to NOK 770 million in 2010), while
commission income came to NOK 169 million (compared to NOK 151 million in 2010). The increase in
net interest income is ascribable to a stable lending margin and high establishment commissions.
Commission incomes rose by NOK 18 million in 2011. The increase is mainly related to incomes from
forex transactions and fruitful collaboration with the Bank’s capital markets business.
SpareBank 1 SMN Markets
SpareBank 1 SMN Markets delivers a complete range of capital market products and services, and has
strengthened staffing in its forex and corporate finance areas. It has also set up in Ålesund.
SpareBank 1 SMN Markets reported total income of NOK 139.1 35 million in 2011 (compared to NOK
93.4 million in 2010). Activity was high in all business areas, and this bore fruit especially in the
second half-year with substantial income growth.
35 Of the gross revenues of 139 million, respectively 36 and 6 million is transferred to Corporate Banking and Retail Banking. This
is the Corporate Banking and Retail Banking's share of income on foreign exchange and interest rate business on their own
customers as shown in the segment reconciliation
138

Subsidiaries
SpareBank 1 SMN - Prospectus
The Bank’s subsidiaries posted an aggregate pre-tax profit of NOK 167.8 million in 2011 compared to
NOK 73.9 million in 2010.
Pre-tax profit, NOKm 2011 2010 Change
EiendomsMegler 1 Midt-Norge 75.6 50.8 24.8
SpareBank 1 SMN Finans 26.3 35.1 -8.8
SpareBank 1 SMN Regnskap 5.0 11.4 -6.4
Allegro Finans -5.3 2.2 -7.5
SpareBank 1 SMN Invest 87.5 -21.6 109.1
SpareBank 1 Kvartalet -21.3 -4.0 -17.3
Total 167.8 73.9 93.9
Eiendomsmegler 1 Midt-Norge leads the field in its catchment area with a market share of some
40%. Profit growth in 2011, as previously, was very good, and the company recorded a pre-tax profit
of NOK 75.6 million in 2011 compared to NOK 50.8 million in 2010.
SpareBank 1 SMN Finans posted a profit of NOK 26.3 million (compared to NOK 35.1 million in
2010) in 2011. At year-end the company managed leases and car loan agreements worth a total of
NOK 2.9 billion of which leases accounted for NOK 1.9 billion.
SpareBank 1 SMN Regnskap posted a pre-tax profit of NOK 5.0 million in 2011 (compared to NOK
11.4 million in 2010). The company increased its turnover by NOK 32 million to NOK 83 million
compared with 2010. SpareBank 1 SMN Regnskap wrote back AFP (early retirement scheme)
liabilities worth NOK 5.9 million in 2010. In 2012 the company acquired 40% of the shares of the
accounting chain Consis. The remaining 60% are owned by Sparebanken Hedmark.
Allegro Finans reported a loss of NOK 5.2 million before tax in 2011 (compared to a profit of NOK
2.2 million in 2010). The company has a portfolio of about NOK 2 billion under active asset
management.
The mission of SpareBank 1 SMN Invest is to invest in shares, mainly in regional businesses. The
company posted a profit of NOK 87.5 million in 2011 (compared to a loss of NOK 21.6 million in
2010) as a result of capital gains on its share portfolio. The main contributor being the rise in the
market price of Det norske oljeselskap (included in net change in value of financial assets in the
Group’s income statement).
139

SpareBank 1 SMN - Prospectus
15.4 Selected Balance Sheet Items as of 31 December 2011, 31 December 2010 and 31
December 2009
The table below summarises selected balance sheet items as of 31 December 2011, 31 December
2010 and 31 December 2009.
Amounts in NOK million
Assets
140
2011
(audited)
As of 31 December
2010
(audited)
2009
(audited)
Cash and balances with central banks .............................................................. 1,519 2,112 1,107
Loans and advances to credit institutions ......................................................... 2,557 420 153
Loans and advances to customers ................................................................... 73,105 69,847 61,782
Individual allowance for impairment on loan and advances to customers .............. -172 -222 -219
Group allowance for impairment on loan and advances to customers ................... -290 -290 -289
Net loans to and receivables from customers ............................................. 72,643 69,336 61,275
Fixed-income CDs and bonds at fair value ........................................................ 12,918 16,980 14,727
Financial derivatives ...................................................................................... 3,697 1,825 1,149
Shares, units and other equity interests ........................................................... 611 618 505
Investments in associates and joint ventures .................................................... 4,259 3,526 2,921
Investment in group companies ...................................................................... 0 0 0
Goodwill ....................................................................................................... 471 460 461
Other assets ................................................................................................ 2,779 2,722 2,212
Total assets ............................................................................................... 101,455 97,997 84,509
Liabilities
Deposits from credit institutions ...................................................................... 6,232 8,743 6,992
Funding from central government under the covered-bond swap arrangement.
...................................................................................................................
2,886 4,318 4,318
Deposits from and debt to customers ............................................................... 47,871 42,786 37,227
Debt securities in issue .................................................................................. 28,148 27,941 23,358
Financial derivatives ...................................................................................... 3,158 1,684 712
Other liabilities .............................................................................................. 2,122 1,922 1,843
Subordinated debt ......................................................................................... 2,690 2,758 3,875
Total liabilities 36 ......................................................................................... 93,107 90,152 78,326
Equity
Equity Certificates capital ............................................................................... 2,373 2,373 1,736
Own Equity Certificates capital ........................................................................ 0 0 -2
Premium fund ............................................................................................... 183 182 0
Dividend equalisation fund .............................................................................. 1457 1,159 877
Proposed dividends ........................................................................................ 190 285 174
Proposed gifts ............................................................................................... 40 192 27
Savings bank`s reserve ................................................................................. 2,611 2,345 2,155
Unrealised gains reserve ................................................................................ 85 66 124
Other reserves .............................................................................................. 1,274 1,147 1,052
Minority interests .......................................................................................... 135 97 42
Total equity ................................................................................................ 8,348 7,846 6,183
Total liabilities and equity ......................................................................... 101,455 97,997 84,509
36 All liabilities are unsecured

15.4.1 Total Assets
SpareBank 1 SMN - Prospectus
The Bank's assets totalled NOK 101 billion as of end-2011 (compared to NOK 98 billion in 2010),
having risen by NOK 3 billion or 3.6%. The increase in total assets is a consequence of lending
growth.
As of end-2011, loans worth a total of NOK 22 billion (compared to NOK 18 billion) had been
transferred by SpareBank 1 SMN to SpareBank 1 Boligkreditt AS. These loans do not figure as lending
in the Bank’s balance sheet. However, the comments dealing with growth in lending include loans
transferred to SpareBank 1 Boligkreditt AS.
15.4.2 Lending to Customers
The table below summarises loans to customers as of 31 December 2011, 31 December 2010 and
31 December 2009 on a segment basis.
Amounts in NOK million
141
2011
(audited)
As of 31 December
2010
(audited)
2009
(audited)
Agriculture/forestry/fisheries/hunting............................................................... 5,217 4,892 4,611
Sea farming industries ................................................................................... 2,026 1,906 1,325
Manufacturing ............................................................................................... 2,881 2,775 2,324
Construction, power and water supply.............................................................. 2,572 2,511 2,257
Retail trade, hotels and restaurants ................................................................ 2,337 2,503 2,460
Maritime sector ............................................................................................. 5,978 5,242 2,209
Property management ................................................................................... 12,179 13,013 11,328
Business services .......................................................................................... 3,867 3,134 3,279
Transport and other services provision ............................................................. 2,078 1,628 2,217
Public administration ..................................................................................... 92 101 64
Other sectors ................................................................................................ 971 339 199
Gross loans in corporate market................................................................ 40,198 38,046 32,272
Wage earners ............................................................................................... 55,034 49,619 45,157
Gross loans incl. SpareBank 1 Boligkreditt AS ............................................ 95,232 87,665 77,429
SpareBank 1 Boligkreditt AS ........................................................................... 22,126 17,818 15,647
Gross loans in balance sheet ...................................................................... 73,105 69,847 61,782
As of 31 December 2011-Strong growth in retail lending, slower growth in corporate lending:
Total outstanding loans rose by NOK 7.6 billion (compared to NOK 10.2 billion in 2010) or 8.6%
(13.2% in 2010) in 2011 to reach NOK 95.2 billion at end-2011.
Demand for home mortgage loans has been heavy, and lending to retail customers rose by NOK 5.4
billion (NOK 4.5 billion in 2010) to NOK 55.0 billion in 2011, equivalent to growth of 10.9% (9.9%).
SpareBank 1 SMN is taking market shares in the home loan market in its catchment area. Growth in
credit to Norwegian households in 2011 look set to reach about 7.2%.
Growth in lending to corporates has slowed, with an increase of NOK 2.2 billion (NOK 5.8 billion in
2010) in 2011, equivalent to 5.7% (17.9% in 2010). Overall lending to corporates came to NOK 40.2
billion in 2011.
Lending to retail customers accounted for 58% (57% in 2010) of ordinary loans to customers in
2011.

SpareBank 1 SMN - Prospectus
As of 31 December 2010 - Higher loan growth in 2010 compared with 2009:
Total outstanding loans rose by NOK 10.2 billion (NOK 6.1 billion in 2009) or 13.2% (8.6% in 2009)
in 2010 to reach NOK 87.7 billion (including SpareBank 1 Boligkreditt AS) at end-2010.
Demand for home mortgage loans has risen, and lending to retail customers rose by NOK 4.5 billion
(compared to NOK 2.5 billion in 2009) to NOK 49.6 billion in 2010, equivalent to growth of 9.9%
(5.8% in 2009). This confirms that SpareBank 1 SMN is taking market shares in the home loan
market in its catchment area. Good growth is also noted in the Bank’s newest market area,
Sunnmøre. Growth in credit to Norwegian households in 2010 look set to reach about 6.5%.
Growth in lending to corporates continues at a relatively high level, with an increase of NOK 5.8
billion (NOK 3.6 billion in 2009) in 2010, equivalent to 17.9% (12.7% in 2009). Overall lending to
corporates came to NOK 38.0 billion in 2010. A substantial portion of the growth in lending to
corporates is explained by loans taken over from BN Bank’s operation in Ålesund. They account for
NOK 3.2 billion of such growth, i.e. for more than half the growth achieved in 2010.
Lending to retail customers accounted for 57% (58% in 2009) of ordinary loans to customers in
2010.
As of 31 December 2009 - Lower loan growth: Total loans as of 31 December 2009 increased with
NOK 6.1 billion from 31 December 2008 (compared to NOK 9.4 billion from 31 December 2007 to 31
December 2008), corresponding to a growth of 8.6% (compared to 15.2% in 2008), and amounted to
NOK 77.4 billion (including SpareBank 1 Boligkreditt AS) as of 31 December 2009.
The demand for housing loans was lower in 2009 than in 2008. Loans to retail customers as of 31
December 2009 increased with NOK 2.5 billion from 31 December 2008 (compared to NOK 3.8 billion
from 31 December 2007 to 31 December 2008) and amounted to NOK 45.2 billion, i.e. a growth of
5.8% (compared to 9.8% from 31 December 2007 to 31 December 2008).
Growth in loans to corporate customers remained at a relatively high level, although the growth rate
halved compared to 2008. The increase in loans to corporate customers from 31 December 2008 to
31 December 2009 was NOK 3.6 billion (compared to NOK 5.6 billion from 31 December 2007 to 31
December 2008), corresponding to a growth of 12.7% in this period (compared to 24.3% from 31
December 2007 to 31 December 2008). Aggregate loans to corporate customers as of 31 December
2009 amounted to NOK 32.3 billion.
Loans to retail customers as of 31 December 2009 amounted to 58% of ordinary loans to customers
as of 31 December 2009 (compared to 60% as of 31 December 2008).
142

SpareBank 1 SMN - Prospectus
Commitments in Default and Commitments at Risk of Loss
The table below summarises commitments in default and commitments at risk of loss as of 31
December 2011, 31 December 2010 and 31 December 2009.
Amounts in NOK million
143
2011
(unaudited)
As of 31 December
2010
(unaudited)
2009
(unaudited)
Commitments in default at risk of loss ............................................................. 338 499 379
Commitments in default not at risk of loss ........................................................ 204 211 442
Total commitments in default .......................................................................... 542 710 820
Individual write downs ................................................................................... 172 222 219
Net commitments in default ....................................................................... 370 488 602
As of 31 December 2011:-Total problem loans (defaulted and doubtful) came to NOK 542 million
(NOK 710 million in 2010), or 0.57% (0.81% in 2010) of gross outstanding loans.
Defaults in excess of 90 days came to NOK 338 million (NOK 499 million in 2010). Defaults measure
0.36% (0.57% in 2010) of gross lending. Of overall defaults, NOK 89 million (NOK 100 million in
2010) or 26% (20% in 2010) are loss provisioned.
Other doubtful exposures totalled NOK 204 million (compared to NOK 211 million 2010 ), or 0.21%
(0.24% in 2010) of gross lending. NOK 83 million (NOK 122 million in 2010) or 41% (58% in 2010)
are loss provisioned.
As of 31 December 2010:-Total problem loans (defaulted and doubtful) came to NOK 710 million in
2010 (compared to NOK 820 million in 2009), or 0.81% (1.06% in 2010) of gross outstanding loans.
Defaults in excess of 90 days came to NOK 499 million (NOK 379 million in 2009). Defaults measure
0.57% (0.49% in 2009) of gross lending. Of overall defaults, NOK 100 million (compared to NOK 76
million in2009) or 20% (20% in 2009) are loss provisioned.
Other doubtful exposures totalled NOK 211 million (compared to NOK 442 million in 2009). The
reduction mainly relates to final confirmation of losses on a small number of large exposures and the
fact that some exposures have gone into long default. Other doubtful exposures measure 0.24%
(0.57% in 2009) of gross lending. NOK 123 million (NOK 142 million in 2009) or 58% (32% in 2009)
are loss provisioned.
As of 31 December 2009: Defaults over 90 days were NOK 379 million as of 31 December 2009
(compared to NOK 330 million as of 31 December 2008). As a percentage of gross loans, those in
default amounted to 0.49% as of 31 December 2009 (compared to 0.46% as of 31 December 2008).
Provisions for losses on loans in default amounted to NOK 76 million as of 31 December 2009
(compared to NOK 62 million as of 31 December 2008), corresponding to 20% (compared to 19% as
of 31 December 2008).
Other impaired engagements amounted to NOK 442 million as of 31 December 2009 (compared to
NOK 950 million as of 31 December 2008). The reduction was mainly due to losses being recognised
on a few major engagements. Other impaired engagements amounted to 0.57% of gross loans as of
31 December 2009 (compared to 1.33% as of 31 December 2008). NOK 142 million, or 32%, has
been provided for (compared to NOK 153 million or 16% as of 31 December 2008).

SpareBank 1 SMN - Prospectus
Aggregate non-performing and impaired loans amounted to NOK 820 million as of 31 December 2009,
corresponding to 1.06% of gross loans (compared to NOK 1,279 million (2.00%) as of 31 December
2008).
Risk Classification
The risk classification in SpareBank 1 SMN as of 31 December 2011 is shown in the table below.
Risk class
Probability of default
From
To
144
Moody`s
Historical
default
A 0.00 % 0.10 % Aaa-A3 0.04 %
B 0.10 % 0.25 % Baa1-Baa2 0.10 %
C 0.25 % 0.50 % Baa3 0.23 %
D 0.50 % 0.75 % Ba1 0.56 %
E 0.75 % 1.25 % Ba2 0.68 %
F 1.25 % 2.50 % 1.57 %
G 2.50 % 5.00 % Ba2-B1 3.67 %
H 5.00 % 10.00 % B1-B2 6.97 %
I 10.00 % 99.99 % B3-Caa3 19.61 %
J Default
K Written down
15.4.3 Commercial Papers and Bonds
SpareBank 1 SMN has investments in fixed income instruments for liquidity purposes and as a basis
for furnishing collateral with Norges Bank, where the securities serve as collateral for short- and long-
term borrowing as well as a liquidity buffer to meet regulatory requirements.
As of 31 December 2011, the Group held fixed income securities equivalent to a balance sheet value
of approximately NOK 12.9 billion. This includes a holding of treasury bills used in the swap scheme
with Norges Bank. There were no synthetic securities in the portfolio and no investments in PIIGS or
collateralized debt obligations (CDOs). Please refer to note 19 of the financial statements for 2009,
2010 and 2011, which are incorporated by reference to this Prospectus (see Section 24.10
(“Incorporation by Reference”) for further details on commercial paper and bonds. The table below
summarises the fixed income securities held by the Group as of 31 December 2011.
Amounts in NOK million (audited)
As of 31 December
2011
(%)
2011
(audited)
Treasury bills .................................................................................................................. 22 2,896
Covered Bonds ................................................................................................................ 52 6,776
Banks ............................................................................................................................ 7 853
Bonds ............................................................................................................................ 16 2,127
Perpetual subordinated debt ............................................................................................. 2 287
Total securities ................................................................................................................ 100 12,938
15.4.4 Shareholdings
Assets recognised at fair value through profit and loss will mainly be securities traded in an active
market. An active market is defined as a market for trading of similar products where willing buyers
and sellers are present at all times, and where prices are accessible to the general public. Shares
quoted in a regulated market place fit in with the definition of an active market. A market with a large
spread between bid and ask prices, and where trading is limited or non-existent may pose a
challenge. Some key shares will be based on in-house valuations, transaction prices or external
analyses of the share. Such shares are valued using acknowledged valuation techniques. These

SpareBank 1 SMN - Prospectus
include the use of discounted cash flows or comparative pricing where similar listed companies are
used (multiple pricing) to determine the value of the unlisted shares. Such assets could be
encumbered with uncertainty. Assets classified as available for sale, will also be recognised at fair
value through equity. Market values will generally be based on valuations or the latest known trading
price for the share. Shares which cannot be reliably valued, will be carried at cost price.
When determining the fair value of private equity investments, the “International Private Equity and
Venture Capital Valuation Guidelines” and similar guidelines are used by the private companies which
the bank have invested in. The method used is one of several instruments to determine the best
estimate of fair values for investments in relatively illiquid equity instruments and is based on reports
on returns from portfolio companies, which have a time lag of approximately three months. This could
represent a challenge during periods of considerable stock market volatility. On each reporting date,
the Group considers the need to adapt valuations due to lags in information.
The table below summarises the private equity investments held by the Group as of 31 December
2011, 31 December 2010 and 31 December 2009. Please refer to note 21 of the financial statements
for 2010 and 2011 and note 16 in the financial statement for 2009, which are incorporated by
reference to this Prospectus (see Section 24.10 (“Incorporation by Reference”) for further details on
share holdings.
Amounts in NOK million
145
2011
(audited)
As of 31 December
2010
(audited)
2009
(audited)
Sparebank 1 Midt Norge Private Equity AS ........................................................ 215.5 246 289
Sparebank 1 Eiendomsinvest I AS ................................................................... 61.5 51 52
Total Private Equity investments ........................................................................ 277 297 342
15.4.5 Goodwill
The following table sets out the Group`s total capitalised value of goodwill as of 31 December 2011,
31 December 2010 and 31 December 2009.
Amounts in NOK million
2011
(audited)
As of 31 December
2010
(audited)
2009
(audited)
Goodwill ....................................................................................................... 471 460 460
Goodwill for the years 2009 and 2010 relates to the acquistition of Romsdal Fellesbank and
acquisition and mergers related to Eiendomsmegler 1 Midt-Norge. Increase in goodwill in 2011 relates
to SpareBank 1 SMN Regnskap AS acquisition of six accounting offices (see section 12.6.3
(“SpareBank 1 SMN Regnskap AS”). For a specification of the total capitalised value of goodwill in
each unit as of 31 December 2011, please refer to note 28 on intangible assets in the financial
statements for 2011, as incorporated by reference herein (see Section 24.10 (“Incorporation by
Reference”).
At each reporting date, recorded goodwill in the Group`s balance sheet is reviewed with respect to a
possible decline in value.
15.5 Liquidity and Capital Resources
The Group has good diversification between different financing sources and products. Moreover, the
bank aims to survive for 12 months of moderate growth without new external funding.

SpareBank 1 SMN - Prospectus
New liquidity regulations came into force on 1 January, 2011. SpareBank 1 SMN made adjustments in
the Bank's liquidity strategy in the autumn of 2010 to meet the changing requirements. Today the
Group has more than 18 months of survival.
15.5.1 Cash Flow
The following table sets forth the Group`s cash flow statement for the periods stated.
(audited) (audited) (audited)
Amounts in NOK million
Profit ........................................................................................................... 1,024 1,022 937
146
2011
Year ended 31 December
2010
2009
+ Depreciations and write-downs on fixed assets .............................................. 88 47 51
Losses on loans and guarantees ...................................................................... 27 132 277
Net cash increase from ordinary operations ............................................... 1,140 1,201 1,266
Decrease/(increase) other receivables ............................................................. -1,851 -959 2,164
Increase/(decrease) short term debt................................................................ 1,679 1,013 -364
Decrease/(increase) loans to customers ........................................................... -3,335 -8,193 2,004
Decrease/(increase) loans credit institutions ..................................................... -2,137 -267 122
Increase/(decrease) deposits and debt to customers ......................................... 5,086 5,558 1,947
Increase/(decrease) debt to credit institutions .................................................. -3,944 1,751 2,310
Increase/(decrease) in short term investments ................................................. 4,062 -2,252 -6,236
A) Net cash flow from operations ............................................................... 699 -2,148 3,214
Increase in tangible fixed assets ...................................................................... -184 -265 -391
Reductions in tangible fixed assets ................................................................ 2 2 12
Paid-up capital, associated companies.............................................................. -734 -605 -984
Net investments in long-term shares and partnerships ....................................... 7 -87 -46
B) Net cash flow from investment .............................................................. -909 -955 -1,410
Increase/(decrease) in subordinated loan capital ............................................... -68 133 -531
Capital contribution securities from the Norwegian State Finance Fund ................. - -1,250 1,250
Increase/(decrease) in equity ......................................................................... - 823 -
Adjustment of equity ..................................................................................... -285 -173 -116
To be disbursed from donation fund ................................................................ -192 -27 -178
Dividends and donations ................................................................................ -45 19 21
Increase/(reduction), other long-term debt ...................................................... 207 4,583 -5,416
C) Net cash flow from financial activities ................................................... -383 4,107 -4,970
A) + B) + C) Net changes in cash and cash equivalents ............................. -593 1,005 -3,166
Cash and cash equivalents at 01.01 ................................................................ 2,112 1,107 4,273
Cash and cash equivalents at 31.12 ................................................................ 1,519 2,112 1,107
Net changes in cash and cash equivalents .................................................. 593 -1,005 3,166
The Group`s liquidity holdings include cash and receivables on central banks, as well as part of the
deposits and loans to credit institutions that constitute normal placings with credit institutions. The
cash flow analysis shows SpareBank 1 SMN's provision of liquid funds and how these are applied.
In 2011, loans were increased by NOK 3.3 billion. In addition loans totaling NOK 4.2 billion were
transferred to SpareBank 1 Boligkreditt AS.
The liquidity holdings as at 31 December 2011 were relatively high and the Group is well secured in
liquidity terms. The Bank has a conservative liquidity strategy. This strategy stresses the importance

SpareBank 1 SMN - Prospectus
of maintaining liquidity reserves sufficient to ensure the Bank’s ability to conduct ordinary operations
for a period of 12 months without recourse to new external funding. The Bank adopts a conservative
approach to bond portfolio management with little exposure to bank bonds; the bulk of investment is
in government bonds, government guaranteed bonds, municipal bonds and well-rated covered bonds.
The Bank has liquidity reserves of NOK 17bn, which corresponds to the funding needed for 15 months
including expected lending growth and ordinary operations.
No significant changes have taken place in the Group`s cash flow since 31 December 2011.
In 2010, loans were increased by NOK 8.2 billion. In addition loans totaling NOK 2.2 billion were
transferred to SpareBank 1 Boligkreditt AS. Deposits from customers increased by NOK 5.6 billion in
2010. Capital contribution securities from the Norwegian State Finance Fund was redeemed in 2010
totallling NOK 1.25 billion.
In 2009, loans were decreased by NOK 2.0 billion. On the other hand loans totaling NOK 8.3 billion
were transferred to SpareBank 1 Boligkreditt AS. Deposits from customers increased by NOK 1.9
billion in 2009.
The subsidiaries of the Savings Bank has no legal or economic restrictions other than those given in
the Norwegian legislation relating to the transfer of the dividend, group contribution, loans and
advances to SpareBank 1 SMN. The restrictions in the Norwegian law will not affect the Savings
Bank's ability to meet its cash obligations.
Funding Activities
As part of the stimulus packages related to the financial turmoil, a swap scheme was initiated by the
Norwegian Government in October 2008, see Section 15.2.2 (“State Funding Schemes and
Capitalisation Programmes”). This scheme consisted of exchanging covered bonds for treasury bills
with Norges Bank, representing long-term funding of up to five years and have thus enhanced the
Group`s liquidity profile. Subsequently, funding volumes from the issuance of fixed income
instruments in the short- and longterm money markets have to some extent been reduced and been
replaced by long-term funding through Norges Bank. As of 31 December 2011, SpareBank 1 SMN
had, through SpareBank 1 Boligkreditt AS and SpareBank 1 Næringskreditt AS, exchanged NOK 2.9
billion under this scheme. Approximately NOK 1.4 billion of the swap scheme matured in 2011.
15.5.2 Working Capital Statement
The Group`s working capital and its capital resources are, in the opinion of the Savings Bank,
sufficient for the Group`s requirements for a period of 12 months from the date of this Prospectus.
15.5.3 Funding
Access to short-term funding has almost returned to normal levels, and the pricing is marginally
higher than before the start of the financial turmoil. However, there is still a larger difference between
central bank rates and the money markets rates than prior to the financial crisis.
Despite the significant decrease in long-term funding costs during 2009 till the first half of 2011, the
funding cost has risen substantially the latest 6 months. Funding costs are still considerably higher
than before the turmoil.
The Savings Bank has a European Medium Term Note (EMTN) Programme. This is a multi-issuer
programme together with SpareBank 1 Nord-Norge and SpareBank 1 SR-Bank. The programme size
147

SpareBank 1 SMN - Prospectus
is EUR 7.5 billion. The Savings Bank conducted an issue in the EMTN programme of EUR 20 million on
May 10, 2011 on the basis on the multi-issuer programme established in 2010. There have been no
issues on the basis of the programme established in 2011.
Customer deposits are a most important source of funds for the Group. As at 31 December 2011, the
ratio of deposits to net lending was 65%, as opposed to 61% the previous year. In view of the
financial turmoil experienced over five years, the Group aims to increase the deposit to lending ratio
in the future.
SpareBank 1 SMN emphasises on having a diversified funding structure, including a broad deposit
base representing both retail and corporate customers. The Group has credit ratings from Moody’s
and Fitch Ratings as a means to access funding at acceptable prices from the international capital
markets. Covered bonds are issued through SpareBank 1 Boligkreditt AS, a covered bond company
for the SpareBank 1 Alliance.
In 2003, the Savings Bank issued a USD 75 million Non-Cumulative Perpetual Step-Up Capital
Contribution Securities due in October 2013.
On 18 February 2010, the Savings Bank announced that it had received subscriptions in full for a NOK
450 million issuance of capital contribution securities. These capital contribution securities have a first
call on 3 April 2020 (10 years and one month from the issue date) in compliance with the terms of
the USD 75 million Non-Cumulative Perpetual Step-Up Capital Contribution Securities issued by the
Savings Bank pursuant to which the bank may not issue other capital contribution securities (parity
tier I securities) with deviating interest payment dates.
SpareBank 1 SMN aims for a sound and stable maturity structure for its funding. The actual need for
fund raising will depend on the actual demand for credit and deposits products going forward. For
information about SpareBank 1 SMN’s interest rate strategy see section 15.6 (“Derivatives”).
15.6 Derivatives
SpareBank 1 SMN enters into derivatives with customers that are mostly hedged by opposite
transactions with other customers and banks. SpareBank 1 SMN also uses derivatives for fair value
hedging of interest rate and currency risk associated with long term borrowings and deposits in
foreign currency and NOK.
SpareBank 1 SMN hedges most of its interest and currency risk, thus, the bank has little exposure
against interest moves and currency rate moves. The bank’s current interest rate hedging strategy is
to swap all financing to short-term interest, with a duration of 3 months.
Further information on financial derivatives is included in note 20 of the financial statements for 2011
for SpareBank 1 SMN, which are incorporated by reference to this Prospectus (see Section 24.10
(“Incorporation by Reference”) for further details).
The following table sets out the value of financial derivatives in the periods stated.
Amounts in NOK million
148
31.12.11
(audited)
31.12.10
(audited)
31.12.09
(audited)
Financial derivatives, assets............................................................................ 3,697 1,825 1,149
Financial derivatives, liabilities ................................................................ 3,158 1,684 712

15.7 Capital Adequacy
SpareBank 1 SMN - Prospectus
As at 31 December 2011, the core (tier I) capital ratio of the Group was 10.43% (compared to
10.93% as at 31 December 2010), and the total capital ratio was 12.02% (compared to 12.97% as at
2010).
The Board of Directors of the Savings Bank revised the Group’s solvency targets in Q4 2011. The new
solvency targets are a core (tier 1) capital ratio of at least 11 % (prior to revision the target was 9
%). The target for the total capital ratio is 12 % (not revised).
SpareBank 1 SMN is IRB approved and uses the IRB basic method to calculate capital requirements
for credit risk. The following table sets forth capital adequacy of SpareBank 1 SMN as of 31 December
2011, 2010 and 2009.
Amounts in NOK million
149
2011
(audited)
Year ended 31 December
2010
(audited)
2009
(audited)
Equity certificates capital ................................................................................ 2,373 2,373 1,736
- Own Equity Certificates ............................................................................... - - -2
Premium reserve ........................................................................................... 183 182 -
Equalisation reserve ...................................................................................... 1,457 1,159 876
Savings bank`s reserve ................................................................................. 2,611 2,345 2,155
Allocated to dividend ..................................................................................... 230 477 201
Reserve for unrealised gains ........................................................................... 85 66 124
Other equity ................................................................................................ 1,274 1,147 1,052
Result of the period and minority interests ....................................................... 135 97 42
Total book equity ....................................................................................... 8,348 7,846 6,183
Deferred taxes, goodwill and other intangible assets ................................ -692 -466 -482
Fund for unrealized gains, available for sale ...................................................... 64 65 -
Deduction for allocated dividends ................................................................ -230 -477 -201
50% deduction for subordinated capital in other financial institutions ................... - - -
50% deduction for expected losses on IRB, net of write-downs ........................... -147 -216 -189
50% capital adequacy reserve ................................................................ -656 -571 -373
Share of non-performing, non-amortized estimate deviations ............................. - - -
Result of the period and minority interests ....................................................... - - -
Year-to-date profit included in core capital (50%) ............................................. - - -
Fund bonds ................................................................................................ 1,170 1,106 542
Capital contribution securities from the Norwegian State Finance Fund ................. - - 1,250
Total core capital ........................................................................................ 7,856 7,287 6,730
Supplementary capital in excess of tier I capital
Perpetual subordinated capital ................................................................ 328 466 450
Dated subordinated capital ............................................................................. 1,674 1,680 2,112
50% deduction for subordinated debt in other financial institutions...................... - 0 -
50% deduction for expected losses on IRB, net of write-downs ........................... -147 -216 -189
50% capital adequacy reserve ................................................................ -656 -571 -373
Total supplementary capital ................................................................ 1,199 1,360 2,001
Net subordinated capital ............................................................................ 9,055 8,646 8,730
Minimum requirements subordinated debt, Basel II
Involvement with specialised enterprises .......................................................... 1,456 1,386 1,295

SpareBank 1 SMN - Prospectus
Other corporate exposures ............................................................................. 1,313 1,120 1,000
SME exposure ............................................................................................... 42 68 57
Retail mortgage exposure ............................................................................... 513 451 429
Other retail exposure ..................................................................................... 33 34 56
Equity investments ........................................................................................ - - 476
Total credit risk IRB ................................................................................... 3,358 3,058 3,313
Debt risk ................................................................................................ 182 165 -
Equity risk ................................................................................................ 16 15 15
Currency risk ................................................................................................ - - -
Operational risk ............................................................................................ 400 331 296
Exposures calculated using the standardised approach ................................ 2,184 1,864 1,594
Deductions ................................................................................................ -111 -98 -67
Transitional arrangements .............................................................................. - - -
Minimum requirements subordinated capital ............................................. 6,027 5,335 5,152
Capital adequacy
Core capital ratio ........................................................................................... 10.43% 10.93% 10.45%
Capital adequacy ratio ................................................................................... 12.02% 12.97% 13.56%
Capital Adequacy – The Rights Offering, the Employee Offering
The Bank’s Supervisory Board has resolved to complete an underwritten rights issue of NOK
740,406,420 in favour of existing owners.
The Supervisory Board has also resolved to complete a private placement with employees in the
Group with gross proceeds of up to NOK 59,999,992.
The Supervisory Board has also resolved to authorize the Board of Directors of the Bank to complete
a private placement of up to NOK 200 million mainly with the foundation, Sparebankstiftelsen
SpareBank 1 SMN.
The Bank's objective with the resolved and proposed capital increase is to strengthen the bank's Tier
1 capital and the financial platform for profitable growth and for capitalising on business opportunities
in the bank’s market area. The Bank sees value in giving its employees the opportunity to subscribe
through a private placement. In line with the bank's strategy at the establishment of the savings bank
foundation, Sparebankstiftelsen SpareBank 1 SMN, a private placement towards the savings bank
foundation is proposed.
The issues will strengthen the Group’s tier 1 capital ratio by about 1.3 percentage points up to
11.7%. The common tier 1 ratio excluding hybrid capital will increase up to 10.2% after the issues.
15.8 Recent Developments
Other than as discussed elsewhere in this Prospectus, there have been no significant events for the
Group after 31 December 2011 and to the date of this Prospectus, which are significant to the
Group`s profit trend in 2012 compared to 2011, or significant in relation to the assessment of the
balance sheet items per 31 December 2011. Uncertainties with respect to trends in the Norwegian
and the international economy are expected to continue in 2012. The banking sector is expected to
continue to face challenges and income shortfalls caused by the cyclical detoration of the international
economy.
150

16 RISK AND CAPITAL MANAGEMENT
16.1 Overview
SpareBank 1 SMN - Prospectus
Monitoring and managing risk is an integral part of SpareBank 1 SMN's operations. The Group aims at
maintaining a moderate risk profile with sufficiently high quality in its risk monitoring in order not to
have any individual event being capable of materially damaging the Group`s financial position.
Risk management in the Group shall support the Group`s strategic development, and secure financial
stability and adequate asset management. This shall be obtained through:
• A strong organisational culture with a high degree of awareness of risk management.
• A good understanding of which risks drive earnings, and risk costs and through this create a
better basis for decision-making.
• Seeking to obtain an optimal capital utilisation within the approved business strategy.
• Seeking to avoid unexpected negative events that can be destructive for the Group`s
operations and reputation in the market.
The Group`s risk is quantified through inter alia calculation of expected losses and requirements for
risk-adjusted capital (financial capital) in order to cover unexpected losses. Expected losses describe
the amount that statistically can be expected to be lost in a twelve months period. Risk-adjusted
capital describes the level of capital in which the Group believes it needs in order to cover the actual
risks that the Group has assumed. The Board of Directors of the Savings Bank has decided that risk-
adjusted capital should cover 99.9% of all possible unexpected losses. Statistical methods are used in
calculating expected losses and risk-adjusted capital. In certain cases judgement and use of external
expert assessments are used in addition to the statistical methods to compensate for uncertainties.
For types of risks where there are no recognised methods for calculating expected losses and risk-
adjusted capital, the Group emphasise on defining limits of risk in its management of such risks.
The return on risk-adjusted capital is one of the most important strategic result measures in the
internal management of the Group. This involves that business divisions of the Group are being
allocated capital in accordance with estimated risks and that a continuous monitoring of return on
capital is made throughout the Group. The calculation of risk-adjusted capital makes it possible to
compare the risks across risk groups and business areas. In addition, risk is measured and followed
up through inter alia stipulation of absolute limits and other important portfolio risk measures.
The Group`s overall risk exposure and risk development is monitored continuously and reported
through periodic risk reports to the Group Management and Board of Directors. Overall risk
monitoring and reporting is undertaken by the Risk Management Department of the Group, which is
independent of the individual business divisions of the Group.
151

16.2 Organisational Structure
SpareBank 1 SMN - Prospectus
The organisational structure of the Group aims to ensure independent risk reporting.
The Group place emphasis on responsibility through personal authorisations and independence
between business divisions and organisational units that monitor these divisions.
The organisational structure of the Group in terms of risk reporting can be illustrated as follows.
The Board of Directors of the Savings Bank has responsibility for ensuring that the Group has
sufficient own funds (in Norwegian: Ansvarlig kapital) for the, at any time, approved risk profile of the
Group and applicable regulatory requirements. The Board of Directors determines the overall
objectives and strategy of the Group in terms of risk and capital management, such as with respect to
risk profile, return target and how capital is to be allocated between the different business divisions of
the Group. The Board of Directors also determines the overall risk limits, authorisations and
guidelines for risk management in the Group, as well as all important aspects of the risk management
models and decision making processes.
The Board of Directors
Determines the Group's risk profile and ensures that the
Group has an appropriate capital base in light of the
risks of the Group and regulatory requirements
CEO,
Business
and Support
Units
First line of
defense
Managing
Risk
Department
of Risk
Management
Second line
of defense
Parent risk
reporting and
follow-up
Instructions, stipulation of
limits and delegation of powers
152
Internal
Audit
Third line of
defense
Independent
verification
Formal reporting

Monthly
reporting to
the Board
Accounts
Divisional
reports
Status Group
Overarching risk
management
policy
Retail Market
Market Strategy
Corporate Market
Strategy
Markets strategy
SpareBank 1 SMN - Prospectus
The Chief Executive Officer of the Savings Bank is responsible for implementing risk management
procedures to achieve the overall objectives and strategies set by the Board of Directors. This means
inter alia that the Chief Executive Officer is responsible for effective risk management systems being
implemented in the Group, and that risk exposure is monitored. The Chief Executive Officer is also
responsible for delegating authority in terms of risk and capital management. The Chief Executive
Officer reports to the Board of Directors.
The day-to-day risk management within the different business divisions of the Group is managed
within the limits and overall control principles set by the Board of Directors, and as per delegation of
authority from the Chief Executive Officer.
Annual review and Board consideration
Alignmen
t
Alignmen
t
The Group has a separate Risk Management Department which is organised independently of the
business divisions of the Group and which reports directly to the Chief Executive Officer. The Risk
Management Department is responsible for the Group`s risk models and development of effective risk
management systems. The Risk Management Department is also responsible for independent risk
assessment, risk reporting and the overall risk monitoring in the Group.
The Group has (i) two Local Credit Committees for the Corporate Market (one for Trondheim and
the County of Møre og Romsdal, and one for the Sør-Trøndelag and Nord-Trøndelag Counties) and (ii)
a Central Group Credit Committee. The Credit Committees are responsible for providing
independent recommendations with respect to inter alia:
• evaluation of loan and credit applications in accordance with the current credit strategy, credit
policy, lending regulations, and credit processing routines of the Group.
• placing particular emphasis on identifying risk in connection with the individual application and
making a separate independent credit risk assessment.
• ensuring that the consequences for the Group of the different risks are identified.
153
ICAAP
Strategy credit
risk
Strategy market
risk
Strategy liquidity
risk
Quarterly risk
reporting to the
Board of
Directors
Four-monthly
Internal audit
reports to the
Board of
Directors

SpareBank 1 SMN - Prospectus
The Group employs a Asset and Liability Management Committee which is responsible for
monitoring the Groups capital structure and liquidity risk, market risk, internal pricing of capital and
whether limits set by the Board of Directors are adhered to.
The Group has a separate Credit Support Department which deals with customers of the Group
which are clearly, or overwhelmingly likely, not able to service without implementation of measures
out of the ordinary course of business.
Credit Committee for Credit Assurance. There is established a credit committee for credit
assurance, and the committee’s main focus is on exposures at risk. The committee considers
exposures defined on a centralised watch list, mainly in excess of NOK 50 million.
Internal Audit is a tool for the Board of Directors and Group Management in monitoring
implementation and effectiveness of risk management. The Group`s internal audit is undertaken by
external service providers with independence from the Group, expertise and capacity. The internal
audit reports to the Board of Directors.
The IRB system (Internal Ratings-Based, ref. section 16.4.4) of the Group, including the models that
are used for calculating risk parameters and application and observance of the regulatory capital
requirements, is reviewed by the internal audit at least annually.
16.3 Risk Management
For risk management purposes, the Group distinguishes between credit risk, market risk, liquidity
risk, operational risk and business risk as further discussed in Sections 16.3.1 to 16.3.5.
16.3.1 Credit Risk
Credit risk is a risk of loss as a result of customers or counterparties not having the ability or
willingness to fulfill their obligations towards the Group. The Group`s organisation and framework for
managing credit risk is based on the Basel Committee’s “Sound practices for the management of
credit risk”, as well as the FSAN’s assessment modules on management and control of Credit Risk.
Credit risk related to the Group`s lending activities represents the greatest risk area for the Group.
The Group is exposed to credit risk through loans and leasing products to the retail market and the
corporate market as well as through activities in the Group`s capital markets and finance divisions.
Through the annual review of the Group`s credit strategy, the Board of Directors specifies the
Group`s risk profile by setting targets and limits for the Group`s credit portfolio.
The Group`s credit strategy and credit policy is based on the overall strategy for the Group, and
contains guidelines for risk profile, including maximum expected losses (EL) for the Group`s Retail
Market Division and Corporate Market Division, respectively, and maximum probability of default (PD)
and maximum economic capital (UL) allocated to the credit business. Concentration risk is managed
by setting maximum limits on the size of loans and losses in the event of default on an individual
engagement, stipulation of limits for maximum application of financial capital within sectors, as well
as separate requirements for maximum exposure, credit quality and the number of engagements in
excess of 10% of own funds (in Norwegian: Ansvarlig kapital).
Adherence to the credit strategy, and limits set by the Board of Directors, is continuously monitored
by the Risk Management Department of the Group, and reported quarterly to the Board of Directors.
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Credit risk is managed through:
SpareBank 1 SMN - Prospectus
The Credit Strategy being adopted Annually by the Board of Directors
The credit strategy sets the overall principles for the provision of credit, and how credit risk is to be
managed and priced in the Group. This includes the structure of the Group`s management
documents, organization (responsibility and role allocation) of the credit function, overall principles for
provision of credit, as well as strategic credit objectives.
Management of the credit risk in the Group is based on the principles that are recommended by the
Basel Committee in the document “Principles for the Management of Credit Risk”, new capital
adequacy rules (Basel II) and relevant laws and regulations.
Guidelines for Portfolio Management
The Group`s guidelines for portfolio management set forth limits and guidelines applicable to
management of the credit portfolio of the Group. The guidelines deal with division of responsibility
and roles in connection with measurement and reporting of risk and profitability in the portfolio, as
well as measures designed to manage the portfolio within the limits of the credit strategy, and credit
policy, of the Group.
Management of the portfolio composition of the Group takes place through stipulation of principles,
and limits, for approval of new credits, or on changes in existing engagements.
Credit policies for the Corporate Market Division and the Retail Market Division
The credit policies of the Corporate Market Division and the Retail Market Division sets forth detailed
criteria for provision of credit for the Corporate Market Division and the Retail Market Division of the
Group, respectively. The Chief Executive Officer of the Savings Bank is responsible for preparation
and maintenance of the credit policy.
Approval Rules – Exercise of Credit Authorisations
Authorisations within the Retail Market Division and the Corporate Market Division are personal.
Within the Corporate Market Division, local and central credit committees have been established as
advisory bodies for the decision makers on major credit matters. Credit approvals shall take place in
accordance with the Group`s credit strategy, credit policy, routines for credit granting and other
guidelines and shall all be characterised by thoroughness, high quality and professionalism.
Adherence to the credit strategy of the Group, and limits stipulated by the Board of Directors, is
continuously monitored by the Risk Management Department of the Group, and reported quarterly to
the Board of Directors.
The Group`s risk classification system has been developed to enable management of the Group`s
loan portfolio in line with the Group`s credit strategy, and to secure the risk-adjusted return. The
Board of Directors delegates credit authorisations to the Chief Executive Officer and heads of the
different division. The Chief Executive Officer may sub-delegate such authorisations to the heads of
the different divisions of the Group. Loan authorisations are graded in relation to the size of the
engagement and risk profile.
The credit models
The Group`s credit models are based on three central components: Probability of default (PD),
Exposure at default (EAD) and Loss given default (LGD).
155

Probability of default (PD)
SpareBank 1 SMN - Prospectus
The Group`s credit models are based on statistical calculations of the probability of default. The
calculations are based on scoring models that take account of financial position as well as internal and
external behavioral data. The models are partly Point-in-Time based and reflect the probability of
default during the next 12 months under current economic conditions.
In order to enable to grouping of the customers based on probability of default, nine risk classes (A-I)
are used. In addition, the Group has two risk classes (J and K) for customers with defaulted and/or
written down engagements. The table below shows the intervals for probability of default for each of
the risk classes of the Group.
Risk class
PD
Lower
156
PD
Upper
A 0.00 % 0.10 %
B 0.10 % 0.25 %
C 0.25 % 0.50 %
D 0.50 % 0.75 %
E 0.75 % 1.25 %
F 1.25 % 2.50 %
G 2.50 % 5.00 %
H 5.00 % 10.00 %
I 10.00 % 99.99 %
J (Default) 100.00 % 100.00 %
K (Written down) 100.00 % 100.00 %
The figure below shows the volume breakdown of engagements of the Group within the different risk
classes:
NOK million
25 000
20 000
15 000
10 000
5 000
0
The models are validated at least annually, both with respect to ability to rank customers and to
estimate the PD level. In addition, an assessment is made as to whether the models are still suitable
for the Group`s portfolio.
31.12.2010 31.12.2011
A B C D E F G H I J K

Exposure at default (EAD)
SpareBank 1 SMN - Prospectus
This is an estimation of the size of exposure at the time of default.
Loss given default (LGT)
The Group estimates the level of loss for each loan based on expected realisation value (RE value) on
underlying security values under down turn conditions, the recovery level for unsecured parts of the
loans, as well as direct costs on collection. The values are set on the basis of fixed models, and actual
realisation values are validated in order to test the model's reliability.
Based on the security coverage (RE values/EAD), engagements are classified in one out of seven
classes, where the best security class has a security coverage of over 120%, and the lowest security
class has a security coverage of under 20%.
Security class
Lower
1 120
157
Upper
2 100 120
3 80 100
4 60 80
5 40 60
6 20 40
7 0 20
The three above-mentioned parameters (PD, EAD and LGD), form the basis of the Group`s portfolio
classification and strategic calculation of expected losses (EL) as well as need for necessary financial
capital/risk-adjusted capital (UL).
The purpose of the portfolio classification is to provide information on the level of, and developments
in, the aggregate credit risk in the total portfolio.
Counterparty risk
Counterparty risk in derivatives trading is managed through the use of ISDA and CSA agreements
with the financial institutions that are most often used as counterparties. The CSA agreements limit
maximum exposure through market valuation of the portfolio and margin payments when the change
in value in the portfolio exceeds the maximum agreed limits or a threshold amount. The Savings Bank
will continue to enter into CSA agreements in order to manage counterparty risk.
The counterparty risk for customers is managed through the use of cash deposits or other collateral,
which at any time must exceed the market value of the customer's portfolio. Separate routines have
been established for calling in further collateral or closing out the positions if the market values
exceed 80% of the collateral.
16.3.2 Market Risk
Market risk is the risk of loss as a result of changes in observable market prices such as interest
rates, foreign exchange rates and securities prices.
Management of market risk takes place through detailed limits for inter alia investments in shares,
bonds and positions in the interest rate and foreign exchange markets.
The Group defines limits for exposure in equity capital instruments based on stress tests using the
scenarios recommended by the FSAN. These limits are reviewed at least once a year, and approved

SpareBank 1 SMN - Prospectus
annually by the Board of Directors. Adherence to the limits set by the Board of Directors is monitored
by the Risk Management Department of the Group and reported to the Board of Directors on a
monthly basis.
Interest risk is the risk of loss that arises on changes in interest rate levels. The interest risk mainly
arises from fixed-rate loans and funding through fixed-rate securities. The interest risk for all interest
positions can be expressed by viewing the change in the value of interest instruments on a change in
interest rates of one basis point. The Group uses analyses that show the effect of the aforementioned
interest rate change for different maturity bands, and there are separate limits for interest exposure
within each maturity band and in aggregate. Interest fixing on the Group`s instruments is mainly
short, and the Group`s interest risk is low to moderate.
Foreign exchange risk is the risk of loss due to changes in exchange rates. The Group measures the
foreign exchange risk based on net positions in the various currencies. The limits for foreign exchange
risk are expressed as limits for the maximum aggregate foreign exchange position and maximum
position in each currency. The foreign exchange risk of the Group is considered to be low.
16.3.3 Liquidity Risk
Liquidity risk is the risk that the Group is not in a position to refinance its debt or does not have the
ability to finance increases in assets.
Management
The Bank’s finance function is responsible for the Group’s funding and liquidity management.
Compliance with limits is monitored by the Risk Management Division which reports to the Board of
Directors monthly. The Group manages its liquidity on an overall basis since the Finance Division is
responsible for funding both the Bank and the subsidiaries.
Liquidity risk management is based in the Group’s overall liquidity strategy which is reviewed and
adopted by the Board of Directors at least once a year, and reflects the Group’s moderate risk profile.
As part of the strategy, a contingency plan has been drawn up to handle the liquidity situation in
periods of capital market turbulence with Bank-specific and industry-related crisis scenarios and a
combination of these. Liquidity management also includes stress tests which simulate the liquidity
effect of various market events. The results of such testing are taken on board in the contingency
plan developed for the Group’s liquidity management regime.
Risk measurement
The Board of Directors reviews the Group’s liquidity strategy annually and establishes a framework
that promotes a long-term perspective and balance in liquidity procurement. This framework restricts
the short-term maturity of the Group’s liabilities within various time periods. Moreover, an aim of the
Group is to survive for 12 months with moderate growth without access to new external funding. New
liquidity regulations entered into force on 1 January 2011. The Group adjusted the liquidity strategy in
autumn 2010 to meet the new requirements.
The Group’s most important source of finance is customer deposits. As at 31 December 2011 the
Group’s ratio of deposits to loans was 65%, compared to 61% as at 31 December 2010. The Group
mitigates its liquidity risk by diversifying funding across a variety of markets, funding sources and
instruments, and by employing long-term funding. Too high a concentration of maturities increases
refinancing vulnerability. This risk is curbed through defined limits.
Credit ratings are obtained from Moody's and Fitch Ratings as an element in securing financing for the
Group at acceptable prices.
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SpareBank 1 SMN - Prospectus
The Group’s liquidity position is satisfactory. The Group’s liquidity is measured regularly against the
liquidity indicator for a reference portfolio defined by the FSAN. The Group’s liquidity strategy
specifies a maximum deviation against this portfolio. The Bank stayed within this limit throughout
2011.
The figure below illustrates maturity structure of the Group`s funding portfolio as at 31 December
2011.
NOK billion
10,0
9,0
8,0
7,0
6,0
5,0
4,0
3,0
2,0
1,0
0,0
The Savings Bank is comfortable with the maturity structure of borrowings and aims to have a
minimum maturity on new debt of 3 years. All of the Savings Bank’s bond debt is senior unsecured
debt without any restrictions (covenants) relating to this debt.
The table below shows the remaining contractual maturity of the Group`s asset as of 31
December 2011.
Amounts in NOK million On request Under 3 months 3-12 months 1-5 years Over 5 years Total
Cash and balances central banks 1,519 - - - - 1,519
Loans to credit institutions 1,008 1,527 - 22 - 2,557
Net loans to and receivables from
customers ...........................
163
13,542
159
7,309
15,381
36,249
72,643
Investments in securities ......... 4,870 5,054 3,192 7,970 399 21,486
Other assets and Goodwill ..... 1,811 722 97 149 471 3,250
Total assets ....... 9,372 20,845 10,598 23,522 37,119 101,455
The table below shows the remaining contractual maturity of the Group`s liabilities as of 31
December 2011
Amounts in NOK million On request Under 3 months 3-12 months 1-5 years Over 5 years Total
Liabilities to credit institutions 2,624 1,491 295 4,457 251 9,118
Deposits from and liabilities to
costumers
2012 2013 2014 2015 2016 2017 2018 2020 2021 2036 2040 2099
40,831
490
4,306
2,244
-
47,871
Issued securities .. ...... - 3,321 1,565 22,149 1,113 28,148
Financial derivatives .... - 3,158 - - - 3,158
Other liabilities ..... 125 1,518 376 103 - 2,121
Subordinated debt - - - 481 2,209 2,690
Total liabilities ... 43,581 9,978 6,542 29,433 3,574 93,107

Developments in 2011
SpareBank 1 SMN - Prospectus
The Group has been active in the funding market in 2011 and has issued bonds both domestically
and internationally. The funding cost was slightly higher at the end of the year than at the
beginning of the year.
The Group’s liquidity situation as at 31 December 2011 is satisfactory. The Group increased its liquid
assets through, among other things, bonds deposited at Norges Bank during the year. At the year
end the Group had satisfactory liquidity. NOK 1.5 billion was held in cash and deposits at Norges
Bank, NOK 2.6 billion in loans to, and receivables on, credit institutions and NOK 13 billion in
certificates and bonds. Most of the securities portfolio can be used as collateral for loans at Norges
Bank. Of the Group's total funding volume at the year-end, roughly NOK 7 billion is to be refinanced
in 2012. At the end of 2011 the Group had transferred NOK 22 billion of the best secured mortgage
loans to SpareBank 1 Boligkreditt AS. The Group expects that this company will also represent an
important part of the Savings Bank’s financing in 2012.
16.3.4 Operational Risk
Operational risk is the risk of loss as a result of insufficient or inadequate internal processes, systems,
human error or external events. Examples of such events may be errors made by employees, faults in
products, processes or systems, or the Group may suffer a loss from an external source through
fraud, fire or a natural disaster, etc. Operational risk is a risk category that encompasses all the most
important costs associated with quality defects in the Group`s ongoing business. Internationally,
many major loss events in the financial sector have had their background in failures in this risk area.
In its operational risk management, the Group places emphasis on authorisation structures, good
routine descriptions and well-defined responsibility conditions through service agreements between
the various divisions of the Group. Identification, management and control of operational risks form
an integral part of responsibility of members of management at all levels in the Group. Managers’
most important aids in this work are professional insights and management expertise as well as action
plans, control routines and good monitoring systems. Systematic measures for risk assessment also
contribute to increased know-how and awareness of relevant improvement needs in the individual
units.
The Board of Directors is kept updated on the Group`s operational risk through quarterly risk reports,
and through an annual operational risk report summarizing the risk assessments carried out in the
different business divisions of the Group. In addition to a presentation of the most significant risks
with associated control and improvement measures, the annual operational risk report also includes a
separate evaluation of the status of the individual business divisions’ ongoing management and
control. Through the quarterly risk reports, the Board of Directors is kept updated on the operational
losses that arise in the various business areas of the Group.
Annually, the Board of Directors receives an independent assessment of the Group`s risks, and
whether internal controls are effective and reliable, from the Group`s internal audit and the Group`s
auditor.
The Group uses a separate quality system (Risk Information system) for registration and follow-up of
operations risks, representing an important experience base for the Group, and securing continuous
improvement in management of operational risks. All operational incidents that potentially may
involve loss, or where loss has arisen, are registered in the database. Improvement measures are
assessed and implemented where found appropriate.
The Group has a broadly based insurance programme aiming at covering most of the losses from
160

SpareBank 1 SMN - Prospectus
major incidents and catastrophes that the Group may become subject to. Various liability, property
and crime insurances are taken out by the Group. The Group`s insurances are primarily designed to
cover major loss events.
Operational loss incidents registered in the Savings Bank for the year ended 31 December 2011
amounted to an aggregate loss of approximately NOK 23 million.
Operational Risk Measurement
The calculation of risk-adjusted capital for operational risk in the Group is based on external capital
requirements, but adjusted for qualitative assessments of quality of implemented controls. The
assessments are based on risk assessments modules of the FSAN.
16.3.5 Business Risk
Business risk is risk with respect to unexpected changes in income or expenses resulting from
external factors, such as competitive forces causing a reduction in loan volumes and pressure on
prices, or regulations that impair profitability. Losses may be incurred if the Group fails to adapt to
such changes.
Changes in the Group`s reputation may be a consequence of other risk factors, but are handled as
business risk in the Group. Reputational damage can have an adverse impact on all business areas,
irrespective of where in the Group or in the rest of the financial industry the original incident
occurred. Sound strategic planning is the key tool to reducing business risk.
Business Risk Measurement
Calculations of risk-adjusted capital for business risk are based on estimated fluctuations in income
and expenses adjusted for effects that could be linked to other risk categories. In addition to
calculations of risk-adjusted capital, regular monitoring of media coverage and market share data
forms part of the Group’s ongoing business risk measurement.
16.4 Capital Management
16.4.1 General
In its capital management, the Group strives at ensuring:
• efficient provision and application of capital in relation to the Group`s strategic goals and
approved business strategy;
• a competitive return;
• a satisfactory capital adequacy ratio based on the chosen risk profile;
• competitive terms and a long-term good access to funding in the capital markets;
• that the Group, as a minimum, manages to maintain its current international ratings;
• utilisation of growth opportunities in the Group`s defined market area; and
• that no individual events should materially damage the Group`s financial position.
The long-term goal for the Group is that, within its approved business strategy, the risk-adjusted
capital should, as far as possible, be allocated to the areas that provide the highest risk-adjusted
return.
The capital management process shall:
• be risk driven and cover all important types of risk in the Group;
• be an integrated part of the business strategy, management process and decision-making
161

structure;
SpareBank 1 SMN - Prospectus
• be forward looking and subject to stress tests;
• be based on recognised and reliable methods and procedures for measuring risk; and
• be reviewed regularly, and at least annually, by the Board of Directors.
16.4.2 Risk Measurement and Risk-adjusted Capital
The Group measures risk by calculating risk-adjusted capital, which represents estimated capital
requirements relative to the risk of losses generated by various business operations. Risk-adjusted
capital enables the Group to compare risk across risk categories and business areas. Calculations of
risk-adjusted capital are primarily based on statistical methods, but these calculations also require a
certain level of subjectivity and estimation.
The Group quantifies risk-adjusted capital for the following risk categories: credit risk, market risk,
ownership risk, operational risk and business risk.
The Group experiences a certain degree of diversification with respect to these risks, as it is unlikely
that all risk categories will be equally affected by a particular event. For instance, an economic
downturn will normally have an adverse effect in most areas, but there will generally be a
diversification effect, as not all areas will be impacted to the same extent. The diversification effect
between risk categories and business areas suggests that the Group`s risk-adjusted capital can be
lower than if the business areas had been independent companies. The risk-adjusted capital for the
various risk categories is calculated separately. In addition, risk-adjusted capital is calculated for each
business area.
Risk-adjusted capital is used in profitability measurement and as support for risk management
decisions. Risk-adjusted return is a key financial management parameter in the internal management
of the Group. The return on equity is continually monitored.
Average losses over a normal business cycle represent expected costs which should primarily be
covered through correct pricing. Risk-adjusted capital should cover unexpected losses. The
quantification is based on statistical probability calculations for the various risk categories on the
basis of historical data. As it is impossible to prevent all potential losses, the Group has stipulated
that risk-adjusted capital should cover 99.90 % of potential losses within a one-year horizon which is
equivalent to the 99.90% level used in the IRB approach.
The table below shows the risk adjusted capital after diversification as of 31 December 2011
(amounts in NOK million).
Amounts in NOK million
ICAAP
162
As of
31 December 2011
(unaudited)
Credit risk ........................................................................................................................................ 3,087
Operational risk ................................................................................................................................ 360
Market risk ....................................................................................................................................... 547
Business risk .................................................................................................................................... 200
Ownership risk ................................................................................................................................
Risk adjusted capital ...................................................................................................................... 7,069
Diversification ...................................................................................................................................
Risk adjusted capital after diversification ...................................................................................... 6,127
See Section 15.7 (“Capital Adequacy”) for specification on the Group`s capital adequacy ratio.
2,875
-941

16.4.3 Assessment of Capital Requirements
SpareBank 1 SMN - Prospectus
The Group has established various processes to assess capital requirements relative to the Group`s
risk profile and the quality of established risk management and control systems.
In November 2011, the Board of Directors approved a new capitalisation policy for the Group. The
capitalisation policy is aimed at ensuring that Group equity is adequate to secure effective and
optimal use of equity relative to the scope and risk profile of the Group`s operations. The equity of
the Group should enable the Group to achieve a competitive return on equity and obtain competitive
terms in the funding markets. Further, it should enable the Group to exploit growth opportunities
either through organic growth or acquisitions.
The capitalisation policy entails that the Group`s Tier I capital, as a percentage of the Group`s risk-
weighted volume, shall be a minimum of 11 %, with Core Tier I being above 9%.
The capitalisation policy shall be reviewed annually as part of the Group`s budget and strategy
process.
16.4.4 IRB Approach
The Group has been granted approval from the FSAN to use the IRB (Internal Ratings-Based)
approach for credit risk (with effect from 1 January 2007). This means that the Group`s own risk
classification models for credit risk are used in calculating the regulatory capital requirements. In
accordance with transitional rules, the Group will not have the full effect from the change to the IRB
approach before 2012.
The IRB system covers models, processes, control mechanisms, IT systems and routines and
guidelines that are related to the classification and quantification of credit risk as well as the extended
management of the credit risk.
As an integrated part of its risk management policy, the Group has established an Internal Capital
Allocation Process (ICAAP) in order to ensure that the Group at all times has sufficient capital in
relation to its chosen risk profile. In addition, the process should secure the effective provision and
application of capital.
16.4.5 Validation
Validation is a key element in assuring the quality of the IRB approach. The IRB system and models
of the Group have been validated both quantitatively and qualitatively in order to ensure that the
models have sufficient predictive value, as well as that application of the models is in line with
approved guidelines.
In 2011, the Group has used the basis method for quantification of operational risk, and the standard
method for quantification of market risk.
At least once a year, the Board of Directors is presented with a validation report providing a basis for
considering whether the Group`s credit risk is adequately classified and quantified. Responsibility for
all validation has been assigned to the Chief Risk Officer.
16.4.6 Capital Adequacy Ratio
Risk-weighted volume included in the calculation of the formal capital adequacy requirement was NOK
75,337 million as of 31 December 2011, a change of NOK 8,650 million from 31 December 2010.
Core (tier I) capital ratio for the Group was 10.43%, while the capital adequacy ratio was 12.02% as
of 31 December 2011.
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SpareBank 1 SMN - Prospectus
17 MANAGEMENT, SUPERVISORY BODIES, EMPLOYEES AND CORPORATE
GOVERNANCE
The main corporate and supervisory bodies of the Savings Bank are the Supervisory Board and the
Board of Directors, which are established in accordance with the Savings Bank`s Articles of
Association and applicable law.
17.1 Group Management
17.1.1 Overview of the Group Management
SpareBank 1 SMN's executive management (the Group Management) consists of six members. The
table below sets out the name, current position and year of appointment to current position, year of
employment in Group Management, business address and number of Equity Certificates held in the
Savings Bank for each of the members of the Group Management team.
Name Current position
Finn Haugan
Tore Haarberg Deputy Chief Executive
Year of
employment Business address
Chief Executive (1991) 1991 SpareBank 1 SMN,
and Group Director Retail
Market (2003)
Vegard Helland Group Director Corporate
Market (2011)
Tina Steinsvik Sund Group Director Business
Support and Business
Development (2006)
Kjell Fordal Group Director Finance
Wenche Margaretha
Seljeseth
(1991)
Group Director
Marketing,
Communications and
Community
164
Søndre gate 4, 7011
Trondheim
2000 SpareBank 1 SMN,
Søndre gate 4, 7011
Trondheim
2003 SpareBank 1 SMN,
Søndre gate 4, 7011
Trondheim
2006 SpareBank 1 SMN,
Søndre gate 4, 7011
Trondheim
1982 SpareBank 1 SMN,
Søndre gate 4, 7011
Trondheim
2008 SpareBank 1 SMN,
Søndre gate 4, 7011
Trondheim
Number of
Equity
Certificates
126,902
3,640
5,254
4,205
243,896 37
2,463
None of the members of the Group Management have any form of lock up period on the Equity
Certificates they hold.
None of the members of the Group Management have been disqualified by a court from acting as a
member of the administrative, management or supervisory bodies of an issuer or from acting in the
management or conduct of the affairs of any issuer for at least the previous five years.
17.1.2 Brief biographies of the members of the Group Management
Set out below are brief biographies of the members of the Group Management, including their
relevant management expertise and experience, and names of companies and partnerships of which a
37 Including share holding owned by members of the family and through Prøven Eiendom AS

SpareBank 1 SMN - Prospectus
member of the Group Management is or has been a member of the administrative, management or
supervisory bodies or partner the previous five years (not including directorships and executive
management positions in subsidiaries of the Savings Bank).
Finn Haugan, Group Chief Executive Officer (born 1953). CEO SpareBank 1 SMN. Educated
business economist. Appointed CEO of SpareBank 1 SMN in 1991. Experience from various
management positions in Fokus Bank, of which the last two years were as Deputy CEO. Chairman of
the Norwegian Bank Guarantee Fund, board member and for several periods chairman of SpareBank
1 Gruppen AS, chairman of BN Bank ASA, board member Norwegian Savings Banks Association,
board member Norwegian Financial Services Industry Organisation, board member of Bank 1 Oslo &
Akershus AS, chairman of “Fotograf Schrøders Stiftelse” and Foto Schrøder AS and head of the board
in the foundation Trondhjems Bys Vel.
Current directorships and management positions: .......... SpareBank 1 SMN (CEO), Norwegian Bank Guarantee
Previous directorships and management positions last
five years: .................................................................
165
Fund (Chairman of the board of directors), SpareBank 1
Gruppen AS (member of the board of directors), BN
Bank ASA (Chairman of the board of directors),
Norwegian Savings Banks Association (member of the
board of directors), Norwegian Financial Services
Industry Organisation (member of the board of
directors), Bank 1 Oslo & Akershus AS (member of the
board of directors), chairman of “Fotograf Schrøders
Stiftelse and Foto Schrøder AS”, Foundation
Trondhjems Bys Vel (Chairman of the board of
directors).
NTNU samfunnsforskning (member of the board of
directors), Trygt samfunn (member of the board of
directors), Eksportfinans (member of the supervisory
board), Norwegian Bank Guarantee Fund (deputy
chairman of the board of directors), SpareBank 1
Gruppen AS (Chairman of the board of directors),
Eiendomsmegler 1 Midt-Norge AS (Chairman of the
board of directors).
Tore Haarberg, Deputy Chief Executive and Group Director Retail Market (born 1966). Deputy
Chief Executive and Group Director Retail Market SpareBank 1 SMN. Employed in SpareBank 1 SMN
in 2000 as Group Director Retail Market. Appointed Deputy Chief Executive in 2003. Experience from
various positions in Arthur Andersen Business Consulting, BN Bank and Fokus Bank. Chairman of
EiendomsMegler 1 Midt-Norge, board member in ODIN Forvaltning and Allegro Finans, and chairman
of the Supervisory Board of BN Bank. Educated business economist from Heriot-Watt University
(1991) with additional studies in finance.
Current directorships and management positions: .......... SpareBank 1 SMN (Deputy Chief Executive and Group
Previous directorships and management positions last
five years: ................................................................. directors).
Director Retail Market), Odin Forvaltning AS (member
of the board of directors), Eiendomsmegler 1 Midt-
Norge AS (Chairman of the board of directors).
Allegro Finans ASA (Chairman of the board of

SpareBank 1 SMN - Prospectus
Vegard Helland, Group Director Corporate Market (born 1975). Group Director Corporate Market
SpareBank 1 SMN. Employed in the Corporate Market in SpareBank 1 SMN since 2003. Appointed
Group Director Corporate Market in 2010. Experience from different positions in KPMG and SpareBank
1 SMN.
Educated as Master of Science in business from HHB (1999), and Certified Financial Analyst (AFA)
from NHH (2007). Board member in SpareBank 1 Gruppen Finans AS and SpareBank 1 SMN Finans
AS.
Current directorships and management positions: .......... SpareBank 1 SMN (Group Director Corporate Market),
Previous directorships and management positions last
166
SpareBank 1 SMN Finans (member of the board of
directors), SpareBank 1 SMN Finans AS (deputy board
member).
five years: ................................................................. None
Kjell Fordal, Group Director Finance (born 1957). Group Director Finance SpareBank 1 SMN.
Employed in SpareBank 1 SMN in 1982. Chairman of the board in SpareBank 1 SMN Regnskap AS,
SpareBank 1 SMN Pensjonskasse, SpareBank 1 Næringskreditt AS and SpareBank 1 Boligkreditt AS.
Board member in Sparebank 1 SMN Invest AS, SpareBank 1 Kvartalet AS, BN Boligkreditt AS, Bolig-
og Næringskreditt AS og Prøven Eiendom AS. Business economist from the Oslo Business School
1981 and Master of Management Oslo Business School 2004.
Current directorships and management positions: .......... SpareBank 1 SMN (Group Director Finance), SpareBank
Previous directorships and management positions last
five years: .................................................................
1 SMN Regnskap AS (Chairman of the board of
directors), SpareBank 1 SMN Pensjonskasse (Chairman
of the board of directors), Sparebanken Midt-Norge
Invest AS (member of the board of directors),
SpareBank 1 Kvartalet AS (member of the board of
directors), Midt-Norge Fonds AS (Chairman of the board
of directors), SpareBank 1 Næringskreditt AS
(Chairman of the board of directors), SpareBank 1
Boligkreditt AS (Chairman of the board of directors),
Bolig- og Næringskreditt AS (deputy Chairman of the
board of directors), Prøven Eiendom AS (member of the
board of directors). SpareBank 1 Markets AS (member
of the board of directors).
SpareBank 1 Boligkreditt AS (deputy Chairman of the
board of directors), SpareBank 1 SMN Finans AS
(Chairman of the board of directors), Midt-Norge Fonds
AS (member of the board of directors).

SpareBank 1 SMN - Prospectus
Tina Steinsvik Sund, Group Director Business Support and Business Development (born
1970). Group Director Business Support and Business Development SpareBank 1 SMN. Employed in
SpareBank 1 SMN in 2006. Previously employed in Accenture and Intel Capital. Chairman of the board
in SpareBank 1 SMN Invest AS, SpareBank 1 SMN Card Solutions AS and several property companies.
Director of the board in ProVenture Seed AS. Educated civil engineer, Industrial Economics from NTH
(1995), MBA fom INSEAD, France (2000).
Current directorships and management positions: .......... SpareBank 1 SMN (Group Director Business Support
Previous directorships and management positions last
five years: .................................................................
167
and Business Development), SpareBanken SMN Invest
AS (chairman of the board of directors), SpareBank 1
SMN Card Solutions (chairman of the board of
directors), SpareBank 1 Kvartalet AS (chairman of the
board of directors), SpareBank 1 Bygget AS (chairman
of the board of directors), SpareBank 1 Bygget
Steinkjer AS (chairman of the board of directors), GMA
Invest (chairman of the board of directors),
Brannstasjonen AS (chairman of the board of directors),
ProVenture Seed AS (member of the board of
directors).
Opplysningen 1881 AS (member of the board of
directors).
Wenche Margaretha Seljeseth, Group Director Marketing, Communications and Community
(born 1964). Group Director Marketing, Communications and Community SpareBank 1 SMN.
Employed in SpareBank 1 SMN in 2008. Wenche has previously been responsible for the Savings
bank's pension and insurance on the corporate market. Experience from various management
positions in Vital and in Gjensidige. Board member of SpareBank 1 Livsforsikring AS.
Current directorships and management positions: .......... SpareBank 1 SMN (Group Director Marketing,
Previous directorships and management positions last
five years: .................................................................
Communications and Community), SpareBank 1
Livsforsikring AS (member of the board of directors),
Trondheim Lyd Lysverket AS (member of the board).
Vital/DNB NOR (representing industry board within life
and pensions), Norsk Pensjon (member of the board of
directors).

SpareBank 1 SMN - Prospectus
17.1.3 Remuneration and Benefits upon Termination of Employment
The table below sets out total remuneration paid to the existing members of the Group Management
in 2011 (in NOK thousand).
Name
Ordinary
salary 38 Bonus paid
168
Ordinary
benefits in
kind 39
Total
remuneration
Current
value of
pension
agreement 40
Finn Haugan 3,133 494 1,337 4,964 15,846
Tore Haarberg 1,954 251 305 2,510 1,942
Vegard Helland 1,610 117 161 1,888 1,250
Tina Steinsvik Sund 1,636 233 197 2,066 -
Kjell Fordal 1,861 267 332 2,460 5,108
Wenche Margaretha Seljeseth 1,014 - 21 1,035 -
The Group CEO, Finn Haugan, is entitled to a termination payment for two years if employment is
terminated. Mr. Haugan has the right to retire at the age of 60 with a pension of 68% of pensionable
salary. The Group CFO, Kjell Fordal, has the right to retire at the age of 62 with a pension of 68% of
pensionable salary.
Other members of the Group Management are entitled to a termination payment for two years. The
termination payment will be reduced by an amount corresponding to the salary received from an new
employment.
17.2 Board of Directors
17.2.1 Overview of the Board of Directors
The Savings Bank`s Articles of Association provide for a Board of Directors of up to ten members,
with up to six alternates, to be elected by the Supervisory Board. One of the members of the Board of
Directors, and one alternate, is to be elected by and among the employees in the Group. The current
Board of Directors is comprised of ten members including 1 st alternates. Two of the Directors is a
representative of the employees of the Group. Members are elected for terms of up to two years.
The Board of Directors, among other functions, shall supervise the day-to-day management of the
Savings Bank`s activity in general and ensure a sound organisation of the business activities. The
Board of Directors has a duty to keep itself informed about the Savings Bank`s financial position and
to ensure that its activities, accounts and asset management are subject to adequate control.
The table below sets out the name, current position, year of first appointment to the Board of
Directors, year of end of current term of office, total remuneration paid in 2011 (in NOK thousand)
and number of Equity Certificates held in the Savings Bank for each of the members of the Board of
Directors.
38 Includes salary payments for the entire year and holiday pay on bonuses.
39 Benefits in kind include payments from the employee investment funds and pension payments.
40 The net present value of pension agreements represents accrued pension commitments excluding payments into funded pension
schemes. Tina Steinsvik Sund and Wenche Margaretha Seljeseth has a defined contriubution pension plan.

Name Current position
SpareBank 1 SMN - Prospectus
Member
since
169
End of
current
term of
office
Remuneration
for 2011 41
Number of
Equity
Certificates
Per Axel Koch Chairman (2001) 1994 2013 362 35,000
Eli Arnstad Deputy Chairman 2001 2012 268 4,000
Aud Skrudland Board Member 2010 2012 173 1,346
Arnhild Holstad Board Member 2010 2012 172 -
Paul E. Hjelm-Hansen Board Member 2008 2013 241 37,536
Kjell Bjordal Board Member 2007 2013 173 27,428
Bård Benum Board Member 2009 2013 224 -
Venche Johnsen Board Member 42 2004 2012 115 16,706
Jan Gunnar Kvam Board Member 43 2004 2012 100 10,094
Bente Karin Trana Board Member 44 2010 2012 116 -
The remuneration paid to the Board of Directors in 2011 was a total of NOK 1,944 thousand. For
remuneration on an individual basis paid to the existing members of the Board of Directors in 2011,
see the table above. None of the members of the Board of Directors service contracts with the
Savings Bank or any of its subsidiaries providing for benefits upon termination of their directorships.
None of the members of the Board of Directors have any form of lock up period on the Equity
Certificates they hold.
None of the members of the Board of Directors have been disqualified by a court from acting as a
member of the administrative, management or supervisory bodies of an issuer or from acting in the
management or conduct of the affairs of any issuer for at least the previous five years.
17.2.2 Brief biographies of the members of the Board of Directors
Set out below are brief biographies of the members of the Board of Directors, including their relevant
management expertise and experience, an indication of any significant principal activities performed
by them outside the Group and names of companies and partnerships of which a member of the
Board of Directors is or has been a member of the administrative, management or supervisory bodies
or partner the previous five years (not including directorships and executive management positions in
subsidiaries of the Savings Bank).
Per Axel Koch, Chairman (born 1961). Educated business economist from the Norwegian School of
Economics and Business Administration NHH (1985) and higher degree from the same institution
(1987). Member of the Board SpareBank 1 SMN since 1994 and chairman since 2001. Group Chief
Executive Polaris Media ASA since 2008. Before that 13 years as Chief Executive in the Adresseavisen
Group. Previous experience as project consultant in Wilh. Wilhelmsen Ltd and consultant in McKinsey.
Chairman of the board of directors in Papirkjøp AS, board member in FINN.no and Trønder-Avisa AS
and Chairman of the supervisory board of SpareBank 1 Gruppen AS.
41 Remuneration Board of Directors, Board committees and other remuneration
42 Employee representative
43 Regularly attending 1. alternate employee representative
44 Reqularly attending 1. alternate representative

SpareBank 1 SMN - Prospectus
Principal activity/position outside the Group:.................. Polaris Media ASA (CEO).
Business address: ....................................................... Industriveien 13, 7080 Heimdal.
Current directorships and management positions: .......... Polaris Media ASA (CEO), SpareBank 1 SMN (Chairman
Previous directorships and management positions last
five years: .................................................................
170
of the board of directors), Papirkjøp AS (Chairman of
the board of directors), Polaris-Trykk AS (Chairman of
the board of directors), Adresseavisen Gruppen AS
(Chairman of the board of directors), Harstad Tidende
Gruppen AS (Chairman of the board of directors),
Polaris Media Nordvestlandet AS (Chairman of the
board of directors), Finn.no AS (Chairman of the Board
of directors), Adresseavisens pensjonskasse (CEO),
SpareBank 1 Gruppen AS (Chairman of the supervisory
board). Trønder-Avisa AS (member of the Board of
Directors).
Adresseavisen ASA (CEO), SpareBank 1 Gruppen
(Chairman of the supervisory board), Finn.no AS
(Deputy Chairman), TV-Adressa AS (Chairman of the
board of directors), Mediebedriftenes landsforbund
(member of the Board of directors).
Eli Arnstad, Deputy Chairman (born 1962). Cand.mag. Member of the Board since 2001.
Experience as an adviser to the Secretariat of the Trondheim City Council and Stiklestad National
Cultural Centre. Managing Director in Enova 2001 – 2007. Board member in Vattenfall AB, Posten
Norge, AF Gruppen ASA, Senter for økonomisk forskning, NTNU, Nidaros Domkirkes
Restaureringsarbeider and Friskgården Stjørdal.
Principal activity/position outside the Group:.................. Advisor and Proffessional board member.
Business address: ....................................................... Arnstad Vestre, 7510 Skatval.
Current directorships and management positions: .......... Vattenfall AB (member of the Board of Directors), AF
Previous directorships and management positions last
Gruppen ASA (member of the Board of Directors),
Senter for økonomisk forskning (member of the Board
of Directors), Nidaros Domkirkes Restaureringsarbeider
(member of the Board of Directors), Friskgården
Stjørdal (member of the Board of Directors),
Posten Norge University of Life Scienses in Ås (member
of the Board of Directors),
Universitetet for miljø- og biovitenskap (member of the
Board of Directors), IWMAC AS (member of the Board of
Directors).
five years: ................................................................. the Board of Directors).
Enova (CEO), Sparebankforeningen Norge (member of

SpareBank 1 SMN - Prospectus
Aud Skrudland, Board Member (born 1959), Educated veterinary from NVH in 1984. Member of
the Board since 3 March 2010.
Principal activity/position outside the Group:.................. Proffesional Board Member, Special Inspector FSA.
Business address: ....................................................... Øksenvåg, 6530 Averøy
Current directorships and management positions: .......... SpareBank 1 SMN (member of the Board of Directors).
Previous directorships and management positions last
five years: .................................................................
171
SpareBank 1 SMN (member of the Supervisory Board),
SpareBank 1 SMN (member of the Control Committee),
Romsdals Fellesbank (member of the Board), Sapro AS
(Chairman of the Board), Norges Forskningsråd (member
of the Program Board), Averøy Bedriftshelsetjeneste
(Chairman of the Board).
Arnhild Holstad, Board Member (born 1963), Educated journalist from Norwegian Journalist
School, Information Manager Statskog. Cand. Mag. in Sports, Norwegian language and biology.
Member of the Board since 3 March 2010.
Principal activity/position outside the Group:.................. Statskog SF (Information Manager).
Business address: ....................................................... Serviceboks 63 sentrum, 7801 Namsos.
Current directorships and management positions: .......... Statsskog SF (Information Manager), The Norwegian
Previous directorships and management positions last
five years: .................................................................
State Council on Equality for Disabled People (Deputy
Chairman), NTE Holding (member of the Board), Namsen
athletics Association (board member).
Norwegian Government (Political Adviser in the Ministry
of Labor and Social Inclusion), Labor party Namsos
(manager), H2 Elle Melle (member of the Board).
Paul E. Hjelm-Hansen, Board Member (born 1962). MBA from Denver University, USA, Authorised
European Financial Analyst (AFA) from NHH and Authorised Portfolio Manager (Norwegian Society of
Financial Analysts/NHH). Member of the Board and head of the Audit Committee since 2008. Private
investor and independent businessman and consultant. Has held positions as a financial analyst and
portfolio manager with Christiania Bank og Kreditkasse/Fokus Bank as well as Finance Manager and
Finance Director in respectively Bachke & Co and Det norske oljeselskap. Chair of Arild og Emilie
Bachkes Fond, Trondhjems Kunstforenings board and Generalkonsul Adolf Øiens Donationsfond.
Board member in Bachke & Co AS.
Principal activity/position outside the Group:.................. Private investor and independent consultant
Business address: ....................................................... Beddingen 8, 7014 Trondheim
Current directorships and management positions: .......... SpareBank 1 SMN (member of the Board of directors),
Previous directorships and management positions last
five years: .................................................................
SpareBank 1 SMN (head of the Audit Committee),
Bachke & Co AS (member of the Board of directors),
Arild og Emilie Bachkes fond (Chairman of the board of
directors), Trondhjems kunstforenings legatstyre
(Chairman of the board of directors), Adolf Øiens
Donationsfond (Chairman of the board of directors),
Meritorius AS (Managing director, Member of the board
of directors), Konekon AS (Deputy member of the
board of directors), Avitus AS (Managing director,
Chairman of the board of directors).
Taubåtkompaniet AS (hired CFO), Det Norske
Oljeselskap ASA (CFO).

SpareBank 1 SMN - Prospectus
Kjell Bjordal, Board Member (born 1953). Business economist from NHH (1976), legal qualification
and AMP Wharton Business School. Member of the Board since 2007. Chief executive of EWOS–
Gruppen and head of the Feed division of Cermaq ASA. Experience as a Director of Trøndelag Teater,
Finance Director and Group Chief Executive of Glamox Gruppen, and as Managing Director in NorAqua
AS. Chair of Florvaag Bruk Holding AS, Florvaag Eiendom AS, Brødrene Dyrøy AS and Norsk
Landbrukskjemi AS.
Principal activity/position outside the Group:.................. Ewos-Gruppen (CEO), Cermaq ASA (Managing Division
172
director).
Business address: ....................................................... Tollbodallmenningen 1B, 5004 Bergen.
Current directorships and management positions: .......... Ewos-Gruppen (CEO), Cermaq ASA (Managing Division
Previous directorships and management positions last
five years: .................................................................
directors), Florvaag Eiendom AS (Chairman of the
board of directors), Brødrene Dyrøy AS (Chairman of
the board of directors), Norsk Landbrukskjemi AS
(Chairman of the board of directors), Ewos Norge AS
(Chairman of the board of directors), SpareBank 1
SMN (member of the Board of directors), Ewos
Innovation AS (Chairman of the board of directors),
Norsk Bioakva AS (Chairman of the board of directors),
Axess Holding AS (member of the Board of directors).
Florvaag Brug Holding AS (Chairman of the board of
directors), Floorvaag Bruk AS and Dyrøy AS.
Bård Benum, Board Member (born 1962). Civil engineer from NTNU in 1987. Member of the Board
since 2009. Group Chief Executive in Powel ASA. Experience from Norsk Hydro, Statoil and
Reitangruppen. Managing Director in Cresco 1998-2000 and Vital 2001-2007.
Principal activity/position outside the Group:.................. Powel ASA (CEO).
Business address: ....................................................... Klæbuveien 194, 7037 Trondheim.
Current directorships and management positions: .......... Powel ASA (CEO), SpareBank 1 SMN (member of the
Previous directorships and management positions last
five years: .................................................................
Board of directors), Rosenborg Ballklubb (member of
the Board of directors), Powel Energy Management AB
(Chairman of the board of directors), Fundator AS
(Chairman of the board of directors).
Vital Forsikring ASA (Managing director), Pinc Inc.
(Chairman of the board of directors), Beach Mountain
AS (Chairman of the board of directors).
Venche Johnsen, Board Member (employee elected) (born 1952). Various qualifications from
the Norwegian Banking Academy and High School. Member of the Board since 2004. Board member
in SpareBank 1 Gruppen. Head of Finansforbundet SpareBank 1 SMN. 32 years’ experience from
various positions in SpareBank 1 SMN.
Principal activity/position outside the Group:.................. None.
Business address: ....................................................... Søndre gate 4, 7011 Trondheim.
Current directorships and management positions: .......... SpareBank 1 SMN (member of the Board of directors),
Previous directorships and management positions last
five years: .................................................................
SpareBank 1 SMN (head of Finansforbundet SpareBank
1 SMN).
SpareBank 1 Gruppen AS (member of the Board of
directors)

SpareBank 1 SMN - Prospectus
Jan Gunnar Kvam, 1 st alternate Board Member (employee elected) (born 1947). Various
qualifications from the Norwegian Banking Academy. Member of the Board since 2004. Deputy of
Finansforbundet SpareBank 1 SMN. 41 years experience from various positions in SpareBank 1 SMN.
Regularly attending 1 st alternate employee representative.
Principal activity/position outside the Group:.................. None.
Business address: ....................................................... Søndre gate 4, 7011 Trondheim.
Current directorships and management positions: .......... SpareBank 1 SMN (member of the Board of directors,
Previous directorships and management positions last
five years: ................................................................. None.
173
Regularly attending alternate employee
representative), SpareBank 1 SMN (deputy chair of
Finansforbundet SpareBank 1 SMN).
Bente Karin Trana, 1 st alternate Member of the Board of directors (born 1959). Educated
business economist (1984), various NTNU (1996, 2009), the Norwegian Defense College (2002). 1 st
alternate member of the Board of Directors SpareBank 1 SMN since 2010. Head of Division Public
Services the Norwegian Public Roads Administration since 2001. Before that Head of the
Administration Department and constituted Head of the Norwegian Public Roads Administration Nord-
Trøndelag. 13 years experience as consultant and supervisor in Aker Verdal and Aker Engineering,
Oslo. Previous experience from the Nord-Trøndelag University College and the Norwegian Export
Council, Milan, Italy. Chairman of the Board of directors STAS AS, Steinkjer, Member of the Board of
directors Accretio AS, Namsos, Member of the Board of directors the Norwegian Defense College,
Oslo.
Principal activity/position outside the Group:.................. Norwegian Public Roads Administration (Head of
Division Public Services).
Business address: ....................................................... Byavegen 21, 7737 Steinkjer.
Current directorships and management positions: .......... SpareBank 1 SMN (1 st alternate member of the Board
Previous directorships and management positions last
five years: .................................................................
17.3 Supervisory Board
17.3.1 Overview of the Supervisory Board
of directors, SpareBank 1 SMN Norwegian Public Roads
Administration (Head of Division Public Services), STAS
AS, Steinkjer (Chairman of the Board of directors),
Accretio AS, Namsos (Member of the Board of
directors), Norwegian Defense College, Oslo (Member
of the Board of directors).
The Nord-Trøndelag University College (Member of
advisory Board the Business, Administration and
Management Department), Steinkjer Fotballklubb
(Member of the Board)
The Savings Bank`s Articles of Association provide for a board of representatives (the “Supervisory
Board”) of 43 members (and 32 alternates). The Savings Bank`s Equity Certificate Holders elect 17
of these members, eight (8) members shall be elected by the depositors, and eight (8) members shall
be elected by the County councils of Sør-Trøndelag, Nord-Trøndelag and Møre og Romsdal. In
addition, ten members are elected by and among the employees in the Group. Members are elected
for terms up to four years. The Chairman and Deputy Chairman of the Supervisory Board are elected
annually by and among the members of the Supervisory Board.

SpareBank 1 SMN - Prospectus
The Supervisory Board is the highest authority of the Savings Bank. The Supervisory Board shall
ensure that the Savings Bank functions in accordance with its objects and in conformity with
legislation, Articles of Association and decisions of the Supervisory Board. The Supervisory Board,
among other functions, elects the members of the Board of Directors and supervises the Board of
Directors’ management of the Savings Bank.
The table below sets out the name, current position, year of first appointment to the Supervisory
Board, year of end of current term of office and number of Equity Certificates held in the Savings
Bank for each of the members of the Supervisory Board (excluding alternates).
Name Current position
174
Member
since
End of
current term
of office
Terje Skjønhals Chairman (Depositors' representative) 2006 2012
Aage Rostad Member (Depositors' representative) 2006 2015
Marit Dille Member (Depositors' representative) 2010 2014
Åshild Vang Member (Depositors' representative) 1997/2009 2013
Anne Lise Aunaas Member (Depositors' representative) 2009 2014
Per Brovold Member (Depositors' representative) 2006 2013
Ragnhild Amundsen Member (Depositors' representative) 2006 2012
Randi Dyrnes Member (Depositors' representative) 2009 2013
Odd Reitan Member (Equity Certificates Holder rep.) 2007 2015
Gunnar Heglund Member (Equity Certificates Holder rep.) 2005 2014
Alf Erevik Member (Equity Certificates Holder rep.) 2003 2014
Jorunn Skjermo Member (Equity Certificates Holder rep.) 2011 2015
Berit Tiller Member (Equity Certificates Holder rep.) 2011 2013
Widar Slemdal Andersen Member (Equity Certificates Holder rep.) 2002 2015
Lars Bjarne Tvete Member (Equity Certificates Holder rep.) 2011 2015
Stig O. Jacobsen Member (Equity Certificates Holder rep.) 2007 2013
Thor Christian Haugland Member (Equity Certificates Holder rep.) 2010 2013
Tor E. Stigum Member (Equity Certificates Holder rep.) 2003 2012
Christian Sørensen Member (Equity Certificates Holder rep.) 2009 2013
Thor Arne Falkanger Member (Equity Certificates Holder rep.) 2010 2014
Olav Revhaug Member (Equity Certificates Holder rep.) 2010 2014
Johan Brobakke Member (Equity Certificates Holder rep.) 2003 2012
Arne Lorentsen Member (Equity Certificates Holder rep.) 2008 2012
Erik Sture Larre Member (Equity Certificates Holder rep.) 2010 2014
Asbjørn Tronsgård Member (Equity Certificates Holder rep.) 2006 2012
Oddbjørn Kulseth Member (Employee representative) 2010 2014
Gunn Lerstad Brenne Member (Employee representative) 2010 2014
Alvhild S. Jensen Member (Employee representative) 2006 2012
Greta Rønning Member (Employee representative) 2010 2014
Børge Rød Member (Employee representative) 2010 2014 (end 2011)
Inge Lindseth Member (Employee representative) 2005 2014
Ellinor Finserås Member (Employee representative) 2008 2012
Jan Skogrand Member (Employee representative) 2005 2012
Ann Kristin Sletnes Member (Employee representative) 2008 2012
Randi Selnes Herskedal Member (Employee representative) 2006 2012
Ingvild Kjerkol Member (County councils' elected) 2006 2011
Hans Martin Storø Member (County councils' elected) 2004 2011
Borgny Kjølstad Grande Member (County councils' elected) 2004 2011
Solveig Kvidal Member (County councils' elected) 2007 2011
Randi Sollie Denstad Member (County councils' elected) 2007 2011
Yngve Brox Member (County councils' elected) 2003 2011

Name Current position
SpareBank 1 SMN - Prospectus
175
Member
since
End of
current term
of office
Ingrid Kvande Member (County councils' elected) 2007 2011
Jonny Meland Member (County councils' elected) 2006 2011
The business address of the members of the Supervisory Board is C/O SpareBank 1 SMN, Søndre
gate 4, 7011 Trondheim.
The remuneration of the members of the Supervisory Board is determined by the annual Supervisory
Board meeting. In 2011, the Supervisory Board held 4 meetings and the members of the Supervisory
Board received in 2011 a fee per meeting of NOK 3,300. The Chairman received a fixed annual
amount of NOK 330,000. The total remuneration paid to the members of the Supervisory Board in
2011 was NOK 746,400.
17.4 Control Committee
17.4.1 Overview of the Control Committee
The Savings Bank`s Articles of Association provide for a control committee (the “Control
Committee”) of three members and two deputy members. The current Control Committee is
comprised of three members and two deputy members. The deputy members meet regularly in the
Control Committee meetings. The members are elected by the Supervisory Board and serve for terms
of two years.
The Control Committee shall ensure that the Group conducts its business in accordance with the
Savings Bank Act and instructions laid down by the Supervisory Board as approved by the FSAN.
The table below sets out the name, current position, year of first appointment to the Control
Committee, year of end of current term of office, total remuneration paid in 2011 (in NOK thousand)
and number of Equity Certificates held in the Savings Bank for each of the members of the Control
Committee.
Name
Current
position
Member
since
End of
current
term of
office
Remuneration
for 2011
Number of
Equity
Certificates
Rolf Røkke ......................................................... Chairman 1993 2013 135 -
Anders Lian ........................................................ Deputy chair 2007 2012 90 -
Terje Ruud ......................................................... Member 2011 45 2013 71 -
The business address of the members of the Control Committee is C/O SpareBank 1 SMN, Søndre
gate 4, 7011 Trondheim.
The remuneration of the members of the Control Committee is determined by the Supervisory Board.
The Chairman received a fixed annual fee of NOK 135 thousand and the Deputy Chairman received a
fixed annual fee of NOK 90 thousand. The total remuneration paid to the members of the Control
Committee in 2011 was NOK 296 thousand. For remuneration on an individual basis paid to the
existing members of the Control Committee in 2011, see the table above.
17.5 Election Committees
In accordance with SpareBank 1 SMN`s Article of Association, there are established three election
committees. In addition there are established a nomination committee for the employees election.
45 Since april 2011

17.5.1 Supervisory Board Election Committee
SpareBank 1 SMN - Prospectus
The Supervisory Board election committee (the “Supervisory Board Election Committee”) shall
prepare the election of the Chairman and the Deputy Chairman of the Supervisory Board; the
Chairman, Deputy Chairman, and other members and alternates, of the Board of Directors; the
Chairman, Deputy Chairman, and other members and alternates, of the Control Committee; the
members and alternates of the Supervisory Board Election Committee. The Supervisory Board
Election Committee considers the composition of the Board of Directors regarding competence and
gender. The Supervisory Board Election Committee also considers and propose any changes to the
fee structure for the Savings Bank`s representatives.
The Supervisory Board Election Committee consists of four members and four alternates and have
representatives from all the groups (depositors, County councils, employees, Equity Certificate
Holders) represented on the Supervisory Board with one member and one alternate from each group.
The representative of the equity certificate holders on the Election Committee must be a member of
the Election Committee for the equity certificate holder selections. The members are elected for a
term of two years.
17.5.2 Equity Certificate Holders´ Election Committee
The Equity Certificate Holders elects the Equity Certificate Holders´ Election Committee (the “Equity
Certificate Holder’s Election Committee”). The Equity Holder`s Election Committee prepares the
Equity Certificate Holders` elections of members to the Supervisory Board and their alternates, and
the election of members and alternates to the Equity Certificate Holders´ Election Committee.
The Equity Certificate Holders´ Election Committee consists of three members and two alternates. At
least one of the members, and one alternate, shall be member of the Supervisory Board. The
members are elected for a term of two years.
17.5.3 Depositors´ Election Committee
The depositor elected members of the Supervisory Board elects the Depositors` election committee
(the “Depositors´ Election Committee”). The Depositors´ election committee shall prepare the
depositors´ election of members and alternates to the Supervisory Board and the Depositors´
Election Committee.
The Depositors Election Committee consists of three members and three alternates, with one member
and one alternate from each of the counties of Møre og Romsdal, Nord-Trøndelag and Sør-Trøndelag.
17.5.4 Employee`s Election Committee
According to the Savings Bank Act the election shall be organized by a employee`s election
committee (the “Employee`s Election Committee) of representatives appointed by the Board of
Directors. The Employee`s Election Committee consists of at least three members, with
representatives of both the employees and management.
17.6 Audit Committee
The Savings Bank`s audit committee (the “Audit Committee”) shall be elected by and from among
the members of the Board of Directors of the Savings Bank. The Audit Committee shall be a
preparatory and advisory committee to the Board of Directors. The Audit Committee shall in
aggregate have the competence needed for it to perform the tasks required of it by the Savings
Bank`s organisation and activity. At least one member of the Audit Committee shall be independent
of the Savings Bank`s activity and have qualifications in the field of accountancy or auditing.
Members of the Board of Directors who are senior employees may not be elected as members of the
Audit Committee. The audit Committee prepare the Board of Directors’ monitor the financial reporting
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process, monitor the systems for internal control, risk management and the Savings Bank`s internal
audit. The Audit Committee shall also maintain ongoing contact with the bank`s statutory auditor
regarding the audit of the annual financial statements, and assess and monitor the auditor’s
independence. The current members of the Audit Committee are Paul E. Hjelm-Hansen, Eli Arnstad
and Bård Benum.
17.7 Compensation Committee
The Board of Directors has established a Compensation Committee that consists of at least three
members of the Board of Directors. The Chairman of the Board of Directors is a permanent
member of the committee and is also the chairman of the committee. Members of the committee
are appointed by the Board of Directors for two years at a time.
The committee is to act as the preparatory body of the Board of Directors in matters that relate to
the development and implementation of guidelines and frameworks for the Group’s remuneration
policy. The Group's remuneration policy is to contribute to promoting the proper management and
control of the Group’s risk exposure, to counteract the taking of high risks, to encourage a long-
term view, to contribute to avoiding conflicts of interest and to operate within applicable laws and
regulations.
The committee's functions and responsibilities:
• The committee is to develop a remuneration policy that is in line with applicable legislation
at all times. Subsequently the committee is to ensure that the Group's various
remuneration schemes are monitored, updated and maintained.
• In developing and maintaining the remuneration policy the committee is to identify those
employees and officers that have jobs that are of material significance to the Savings
Bank’s risk exposure
• In setting remuneration the relationship between fixed remuneration and any variable
remuneration is to be determined in a balanced manner.
The Compensation Committee is to make recommendations to the Board of Directors on the
Group's remuneration policy, together with the terms for the Chief Executive Officer. In addition
the committee is to set limits for variable remuneration and approve the remuneration schemes
for all business areas and subsidiaries that have remuneration schemes. The committee may also
be used as an advisory body for the Chief Executive Officer in setting terms for the Group
Management.
The committee is to meet when convened by the Chairman, but at least once a year and
otherwise as required. At least two members of the committee must participate in order to form a
quorum at meetings.
The Board of Directors has approved the mandate of the Compensation Committee.
The current members of the Compensation Committee are Per Axel Koch (Chairman), Eli Arnstad
and Bård Benum.
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17.8 Equity Certificates Acquired by Members of the Management and the Board of
Directors
The following table sets out the effective cash cost of Equity Certificates acquired by the members of
the Group Management, the Board of Directors and the Control Committee during 2011.
Name Position Date aquired
Per Axel Koch Chariman of the Board
og Directors
Venche Johnsen Member of the Board
of Directors
Jan Gunnar Kvam Member of the Board
of Directors
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Number of
Equity
Certificates
acquired
Price per
Equity
Certificate
(NOK)
Total number
of Equity
Certificates per
date of the
Prospectus
17 August 2012 9,000 41.62 35,000
21 March 2012 233 53.57 16,706
21 March 2012 233 53.57 10,094
Wenche Seljeseth Group Director 21 March 2012 233 53.57 2,463
The effective cash contribution of the person listed above was NOK 412,025 giving an average
subscription/purchase price of NOK 42.48 per Equity Certificate while the Subscription Price in the
Rights Offering is NOK 26 per New Equity Certificate.
17.9 Pensions
The Savings Bank had at year end 2011 accrued net asset pension fund of NOK 34.7 million. This
includes a accrued pension commitment of NOK 24.7 million concerning the members of the Group
Management. Apart from the employee representatives, none of the members of the Board of
Directors, Supervisory Board, Control Committee or Election Committee is entitled to any pension
benefits from the Savings Bank.
17.10 Conflicts of Interest, etc.
Other than the issues mentioned is this section the Savings Bank is not aware of any potential
conflicts of interests between the duties the members of the Group Management, the Board of
Directors and the Control Committee have to the Savings Bank and their private interests and/or
duties. Matters dealt with by the Board of Directors in which any of its members may have conflict of
interest or be disqualified to vote, do not participate in the treatment of such matters in the Board.
This applies for the Savings Bank’s Chairman, relating issues to Polaris Media ASA.
None of the members of the Group Management, the Board of Directors, the Supervisory Board, and
the Control Committee have been associated with any bankruptcies, receiverships, or liquidations for
the last five years. None of the members of Group Management, the Board of Directors and the
Control Committee have been subject to any official public incrimination and/or sanctions by statutory
or regulatory authorities (including designated professional bodies), or been disqualified by a court
from acting as a member of the administrative, management or supervisory body of an issuer or from
acting in the management or conduct of the affairs of any issuer, or convicted of any fraudulent
offences, for the last five years.
There is no arrangement or understanding with major Equity Certificates Holders, customers,
suppliers or others, pursuant to which any member of the Group Management, the Board of Directors,
or the Control Committee has been selected.

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There are no family relationships between any members of Group Management, the Board of
Directors, and the Control Committee.
17.11 Employees
17.11.1 Geographic Location and Business Areas
As of 31 December 2011, the Group had approximately 1,150 employees.
The following table sets out the total number of full time employees in the Group as per 31 December
2011, 2010 and 2009, including a breakdown of full time employees by business area.
179
As of 31 December
2011 2009 2009
Total number of employees in the Group ..................... 1,105 1,035 1,017
Split into business areas
- Retail market ........................................................... 383 375 367
- Corporate market ..................................................... 187 174 155
- SpareBank 1 SMN Markets ........................................ 40 34 32
- Business operations .................................................. 115 131 134
- Management and staff .............................................. 61 50 79
- EiendomsMegler 1 Midt-Norge AS ............................... 159 148 139
- Allegro Finans AS ..................................................... 9 10 10
- SpareBank 1 SMN Finans AS ...................................... 41 41 34
- SpareBank 1 SMN Regnskap AS ................................ 109 68 64
- SpareBank 1 Kvartalet and other operations ................ - 4 4
17.11.2 Employee Equity Certificate Schemes
In 2010 the Group offered Equity Certificates on favorable terms to its employees in connection with
the Savings Bank’s rights issue and employee offering. The Equity Certificates offered to employees in
2010 were offered to permanent employees in the Savings Bank and its subsidiaries in which the
Group held an ownership interest of at least 85%. Each eligible employee was given the opportunity
to subscribe for up to 2,000 Equity Certificates at a subscription price of NOK 33 per Equity Certificate
(equal to the subscription price in the rights offering carried out at the same time).
In 2010 and 2011 employees were awarded Equity Certificates as a part of the Bank’s profit sharing
program to market price at the grant date. Total equity certificates awarded to employees in 2011
were 161,755. For 2010 the corresponding number of equity certificates were 156,544.
17.12 Norwegian Code of Practice
The Savings Bank endeavours to be in compliance with the Norwegian corporate governance regime,
as detailed in the Norwegian Code of Practice for Corporate Governance, published on 21 October
2010 by the Norwegian Corporate Governance Board (the “Code of Practice”).
Other than as set out below, the Savings Bank has no deviation from the Code of Practice:
• Free transferability of Equity Certificates – Deviation from section 5 of the Code of Practice:
The Equity Certificates of the Savings Bank are subject to certain ownership control
restrictions pursuant to the Financial Institutions Act (See Section 18 (“Regulatory
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• The Supervisory Board – Deviation from section 6 of the Code of Practice: The Savings Bank
has a Supervisory Board comprising of inter alia representatives of the Equity Certificate
Holders (See Section 17.3 (“Supervisory Board”)). The Savings Bank has not opted for direct
representation at Supervisory Board meetings as is possible under the Financial Institutions
Act.
• Corporate takeover - The Savings Bank is a self-owning institution which cannot be taken
over by others through acquisition. A savings bank’s ownership structure is regulated by law
and no-one may own more 10 per cent of a savings bank’s owner capital. FSAN approval is
required for any larger acquisition. Deviations from point 14 of the Code of Practice: Statutory
limits on equity holdings.
• External auditor - Deviation from section 15 of the Code of Practice: No guidelines have
been set with regard to the Group Management’s access to use the Auditor for other
services than audit work, but the Auditor summarises annually those services that have
been delivered to the Group in addition to ordinary audit work.
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18 REGULATORY OVERVIEW
18.1 General
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The Group consists of the Savings Bank and its subsidiaries. Both the Group as such and its individual
entities are subject to the supervision of the FSAN. The FSAN prepares and/or issues regulations and
supervises the operations of Norwegian financial institutions, inter alia with regard to capital
adequacy, accounting, governance structures and risk control and procedures. The FSAN is
empowered with a range of tools to facilitate its supervision, including the right to carry out site visits
and to interview the employees of an institution under its supervision. In the event that the FSAN
considers the operations of an institution to be unsound or that the institution is otherwise in breach
of the applicable laws or regulations within the FSAN’s jurisdiction, it may impose administrative
sanctions on that institution, and it may also revoke the institution’s license to operate.
As a member of the EEA, Norway has implemented all relevant adopted EU directives and regulations
relating to financial services. A lot of new legislation relevant for the financial services sector is under
preparation in the EU, and can be expected to be implemented in Norway, hereunder a draft
regulation and directive proposing to change the Capital Requirements Directives and implementing
the Basel III-rules (“CRD IV”), in addition to changes to the MiFID (MiFID II). Furthermore new
legislation is under way relating to practises financial markets, hereunder the proposed changes to
the Market Abuse Directive and the proposal for a regulation on OTC derivatives, central
counterparties and trade repositories.
The following is a brief description of the regulatory framework applicable to the Group and its main
individual entities. The description is not exhaustive. Further, the Group is comprised of regulated
entities that are not described in this context (such as real estate agencies and institutions issuing
covered bonds).
18.2 Regulation of Financial Groups (the Group)
The Group constitutes a financial group in accordance with the Financial Institutions Act, and the
organisational structure of the Group has been approved by the FSAN pursuant to Chapter 2a of the
Financial Institutions Act. Any amendments in the structure of the Group will be subject to approval
from the FSAN.
There are specific regulations in the Financial Institutions Act relating to the relationships within the
group as such.
Transactions between companies in a financial group must be in accordance with normal commercial
terms and principles and the Group must establish rules to ensure that earnings, expenses, loss and
profits are allocated accurately between the entities and respective areas of operations. The FSAN
supervises such transactions in order to assess the compliance with said requirements, and may
order reversal of any transaction which are found to be in breach of the requirements. Group
contributions may not be made between sister companies. Further, Group companies may as a
general rule not provide loans to, or issue guarantees for, another company within the same Group,
unless permitted by the FSAN.
The Group is subject to a number of prudential requirements which apply on a consolidated basis.
These include, but are not limited to, ongoing capital requirements and limitations on large
exposures.
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18.3 Regulation of Banking Activities
18.3.1 Overview
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The most relevant Norwegian legislation applicable to Norwegian savings banks is the Savings Banks
Act and the Financial Institutions Act. In addition, the FSAN is authorised to supervise the Savings
Bank`s business, cf. the Financial Services Authority Act. Based on this legislation a number of
regulations have been issued that govern the business of the savings banks.
The former direct control of the credit market has now largely been replaced by indirect controls
through liquidity and interest rate policy. The parameters for the various types of financial and credit
institutions have to an increasing degree been harmonised and Norwegian financial legislation has in
recent years been centred on the rules and recommendations applicable elsewhere in Europe. Future
changes can be expected in the Norwegian legislation for financial institutions based on international
developments and the various reports from the Norwegian Banking Law Commission.
New capital adequacy rules represent a significant change in the operating parameters for savings
banks. From 1 January 2007 new rules were introduced for savings banks and other institutions that
are subject to the capital adequacy requirements. The background to the changes was new guidelines
on capital adequacy from the Basel Committee (the Basel Committee for Banking Supervision consists
of representatives from central banks and supervisory authorities from the member countries) as well
as the new EU Directive on capital requirements.
18.3.2 Authorisations
The combination of (i) accepting deposits and (ii) providing credit triggers a requirement for a
banking licence under Norwegian law. The Savings Bank holds a license as a savings bank pursuant
to the Norwegian Savings Bank Act.
18.3.3 Regulation of Banking Activities
The Savings Banks Act and the Financial Institutions Act contains rules on incorporation, Articles of
Association, equity certificate capital, governing bodies, business and dissolution/liquidation of
savings banks. The Savings Bank Act also set out rules on deposits, the legal reserve, initial capital
requirements as well as provisions on how large the proportion of total assets represented by real
estate can be (including shares in companies which are established to own or develop real estate)
and how large a proportion of total assets can be represented by other shares and equity interests.
A savings bank may conduct all the business and services customary or natural for banks in
accordance with the provisions of the Savings Banks Act and other statutory provisions, and has a
statutory duty to manage funds in its possession in a reasonable and secure manner. A savings bank
may not undertake, or participate as a primary participant or primary co-owner in, other businesses.
This would, however, not prevent the bank from temporarily operating or participating in the
operation of such a business to the extent necessary for the bank to make recovery on a claim.
18.3.4 Ownership Control
As a financial institution, the Savings Bank is subject to the Norwegian provisions on ownership
control. These rules implement Directive 2007/44/EC. Pursuant to the Financial Institutions Act,
acquisition of qualifying holdings in a financial institution is subject to prior approval by the Ministry of
Finance or the FSAN. A qualifying holding in the Savings Bank is a holding that represents 10% or
more of the sum of the class I and class II capital (see Section 19.11) (or, if applicable, the votes at
the Supervisory Board), or ownership which otherwise gives the right to exercise significant influence
on the management of the institution and its business. Approval may only be granted if the acquirer
is considered appropriate according to specific non-discriminatory described in the Financial
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Institutions Act (the so-called “fit and proper” test). Furthermore, new approvals are required for
holdings reaching or exceeding certain thresholds (20%, 30% and 50%).
In the event of a reduction of holdings, any person contemplating to dispose of a qualifying holding or
to reduce such holding so that it falls below the relevant thresholds is required to notify the FSAN.
18.3.5 Capital Requirements
Norwegian banks are subject to continuous capital adequacy rules, which implement EU directives
based on the Basel II regime. In line with the recommendations from the Basel Committee (“the
Basel Committee on Banking Supervision”) the regulatory approach in the Financial Institutions Act is
divided into three pillars:
• Pillar 1 - Calculation of minimum requirement for primary capital: Banks must at all times
fulfil the minimum requirement for primary capital that reflects credit risk, operational risk
and market risk. The present capital adequacy requirement amounts to at least 8 per cent of
a calculation base that reflects the risks referred to. Primary capital can be in the form of
core capital (“Tier 1 capital”) and supplementary capital (“Tier 2 capital”). Tier 1 capital will
typically consist of paid-in share capital and the share premium reserve, but may also
include hybrid capital. Tier 2 capital may, for example, be subordinated loan capital. As a
minimum half the primary capital must be Tier 1 capital, and there are further limitations for
subordinated loan capital.
• Pillar 2 - Evaluation of the aggregate capital requirements and supervisory follow-up: Banks
must, among other things, have a method for evaluating their aggregate capital
requirement in relation to their risk profile and a strategy for satisfying such requirement
(ICAAP – Internal Capital Adequacy Assessment Process). The FSAN is to review and
evaluate such internal capital requirement assessments and strategies (Supervisory Review
Evaluation Process – SREP) and may take action if the authority does not consider the result
of such an evaluation process to be satisfactory.
• Pillar 3 – Reporting of financial information:
Banks are subject to a reporting obligation to government authorities regarding their
business, the risks attached to the financial institution and primary capital. This includes
statutory quarterly reporting as well as ad hoc reporting that can be carried out when the
FSAN considers that there is a need.
The EU has approved amending directives on capital requirements (the capital requirement directives
“CRD II” and “CRD III”). The Norwegian Ministry of Finance has set a commencement date of 1
January 2011 for changes in the regulations on capital requirements in order to implement these
directives:
• The regulations of 1 June 1990 no. 435 on the calculation of primary capital for financial
institutions, clearing houses and securities firms (the calculation regulations):
� extended access to fulfil the Tier 1 capital requirement with other Tier 1 capital (hybrid
capital), stricter requirements as to the quality of hybrid capital, more detailed rules on
hybrid capital's ability to bear losses, and transitional arrangements for hybrid capital
that does not satisfy the new requirements;
• The regulations of 14 December 2006 no 1506 on capital requirements for commercial banks,
savings banks, finance companies, holding companies in financial groups, securities firms and
management companies for mutual funds etc (the capital requirement regulations):
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� increased requirements when the institution uses IRB methods, stricter requirements for
securitisation and re-securitisation and a number of more technical changes, including
more detailed rules on the weighting of engagements in foreign currencies with local
and regional authorities;
• The regulations of 22 December 2006 no. 1615 on credit institutions and securities firms’ major
engagements
• The regulations of 29 June 2007 no. 747 on proper liquidity management.
The rules in CRD II relating to hybrid capital will effectively be replaced with new capital regulations
under Basel III and CRD IV.
The EU Commission has proposed new solidity regulations for, among others, banks (“CRD IV”). That
new legislation is proposed to consist of two different legal instruments, a Directive and a Regulation.
The Regulation relates to prudential requirements for credit institutions and investment firms, while
the Directive relates to access to the activity of credit institutions and the prudential supervision of
credit institutions and investments firms. The Regulation will, as such, have immediate effect within
the EU without any option for national adaptations.
The Regulation and the Directive will replace Directive 2006/48/EC of the European Parliament and of
the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions
and Directive 2006/49/EC of the European Parliament and of the Council of 14 June 2006 on the
capital adequacy of investment firms and credit institutions.
The Regulation will implement the Basel III-rules, but making sure that certain major European
specificities and issues are appropriately addressed. However, the adaptations remain consistent with
the nature and objectives of the Basel III reform.
The proposal is expected to be considered in the Parliament and the Council of the European Union
during 2012. The proposal means that as a result of the EEA agreement changes will come in
Norwegian regulations in the following areas:
• Stricter qualitative and quantitative capital requirements
• A requirement for capital buffers
• Quantitative liquidity requirements
• Provisions on major engagements
• Publication of financial information – pillar 3
• Consolidation
• Supervisory practice including pillar 2 assessments
• The relationship between supervisory authorities in home and host countries
The FSAN in its consultation memorandum of 10 October 2011 has proposed changes in legislation,
which together with detailed regulations, would implement CRD IV and Basel III in Norwegian law.
Detailed introduction to the proposed new regulations – Basel III
On 20 July 2011 the EU Commission presented its proposals for implementation of Basel III in the EU.
These correspond to the Basel Committee's new minimum requirements for bank capital adequacy as
expressed in the regulations from the Basel Committees named “Basel III: A global regulatory
framework for more resilient banks and banking systems” and “Basel III: International framework for
liquidity risk measurement, standards and monitoring” (Basel III). The new minimum requirements
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will apply from 1 January 2013 with various transitional arrangements that mean that they will have
full effect from 1 January 2019. CRD IV is expected to be approved in the EU during the spring of
2012. As said it is proposed that part of CRD IV will be implemented as an EU regulation, i.e. it will
not be possible for national options.
The Basel Committee has decided that pure core capital (common equity Tier 1) and core capital (Tier
1) shall amount to respectively 4.5 per cent and 6 per cent of the calculation base. Combined with the
stricter qualitative requirements for core capital in general and pure core capital in particular this
involves a clear toughening of the current minimum requirement of, respectively, 2 per cent and 4
per cent. The requirement for primary capital is kept unchanged at 8 per cent. In order to prevent
banks encountering problems in meeting the minimum requirements in periods with large losses in
the banking sector, banks are required to maintain various capital buffers. The requirement for the
preservation buffer (“capital conservation buffer”) means that banks must hold pure core capital of
2.5 per cent of the calculation base in addition to the minimum requirement.
As a supplement in order to increase the resilience of the capital, requirements for capital loss
absorption at the point of non-viability will be implemented for additional Tier 1 and Tier 2 capital.
These requirements demand that contractual terms of capital instruments shall include a clause that
allows – at the discretion of the relevant authority – write-off or conversion to common shares if the
bank is judged to be non-viable. This principle increases the contribution of the private sector to
resolving future banking crises and thereby reduces moral hazard.
In order to improve market discipline, the transparency of the capital base will also be improved, with
all elements of capital required to be disclosed along with a detailed reconciliation to the reported
accounts.
In order to protect the banking system against the consequences of strong credit growth banks must
also hold a counter-cyclical capital buffer (“counter-cyclical buffer”) in periods of very strong credit
growth. This will be in the size range 0-2.5 percentage points and must also be satisfied with pure
core capital. The sum of the capital conservation buffer and the counter-cyclical buffer is described as
the combined buffer requirement. Banks that do not fulfil the combined buffer requirement will face
restrictions with regard to their dividend policy, bonus payments, distribution of bonus shares and
repurchase of shares. These restrictions increase as the smaller the difference is between capital and
the minimum requirements including the necessary buffers. Banks that do not fulfil the combined
buffer requirement must also present a plan to the authorities as to how they will ensure fulfilment of
the requirement.
Figures on Basel III
In the Basel III/CRD IV proposal there are also new requirements on hybrid capital that is to be
eligible as Tier 1 capital. These are stricter than under CRD II. Based on this proposal capital bonds
as currently normally structured in Norwegian banks will not be eligible as Tier 1 capital. As a
transitional arrangement it is proposed that such bonds will be included with 90 per cent of their
value in 2013, and subsequently this will be reduced by 10 percentage points annually. The same will
apply for subordinated loans that today are included in Tier 2 capital but which do not fulfil the future
quality requirements. The main difference both with regard to capital bonds and subordinated loans is
that in future it will not be permitted to include incentives for repayment in the form of, for example,
an increased coupon rate or call date.
Furthermore deductions from capital and prudential filters have been harmonized internationally and
generally applied at the level of common equity or its equivalent in the case of non-joint stock
companies.
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In addition it is proposed that the regulatory deductions that today are applied as to 50 per cent to
Tier 1 capital and 50 per cent to Tier 2 capital will be a 100 per cent deduction from Tier 1 capital
from the end of 2012. For SpareBank 1 SMN this mainly applies to the deduction items for ownership
risk in SpareBank 1 Gruppen, Bank 1 Oslo Akershus AS and the difference between “expected losses
IRB” and loss provisions.
A deduction for ownership interests in other financial institutions is to be made if the interest exceeds
10 per cent. In the current Norwegian regulations this limit is 2 per cent. In addition a bank may hold
an amount corresponding to 10 per cent of its own primary capital before such deduction must be
made, subject to a maximum of 15 per cent of primary capital in relation to the aggregate deductions
for deferred tax receivables and material investments in other financial institutions. The current
provisions on deductions from capital adequacy reserves are stricter than the rules on deductions
under CRD IV. It is therefore proposed that the detailed provisions in Norwegian law on this point are
replaced by an authorisation to the FSAN to be able to require deductions from the capital adequacy
reserves.
Internationally, in parallel with Basel III / CRD IV, a proposal has been developed on extra capital
requirements for banks considered to be important for the global banking system. It is proposed that
these are subject to a minimum capital requirement that is between 1 per cent and 2.5 percentage
points above the general minimum requirement. The FSAN proposes, as part of the proposed
legislation for introducing CRD IV in Norway, a provision to impose additional requirements on
institutions important for the banking system even though this regulation is not part of the CRD IV
text.
The Basel Committee will also introduce requirements on the unweighted equity ratio (“leverage
ratio”) as a supplement to the risk-based capital requirements. This requirement will be finally drawn
up in 2017 and introduced in 2018. The transitional period will be used to test a requirement that Tier
1 capital should amount to at least 3 per cent of a bank’s exposure, where off-balance sheet items
are included to a varying extent. The proposal on the CRD IV directive in the EU does not involve the
introduction of a requirement on a leverage ratio, but the supervisory authorities will be able to apply
a leverage ratio as a pillar 2 tool from 2013, i.e. to require individual banks to fulfil such a
requirement. Banks will further be required to publish their leverage ratio with effect from 2015. In
the introduction to the directive it is further stated that it has been decided to introduce this as a
regulatory minimum requirement from 01.01.2018 as Basel III proposes.
The Basel Committee will also introduce quantitative liquidity requirements and aims to introduce the
short-term liquidity indicator, Liquidity Coverage Ratio (“LCR”) in 2015 and the long-term Net Stable
Funding Ratio (“NSFR”) in 2018. Neither of these two requirements is being introduced through the
proposal for CRD IV, but in the same manner as for the leverage ratio the introduction to the draft
directive states that there is a definite intention to introduce these two requirements respectively as
of 01.01.2015 and 01.01.2018. CRD IV introduces however reporting requirements related to
financing structures and reporting requirements related to LCR. In addition CRD IV introduces a
general liquidity requirement for banks with effect from 2013. This means that banks are obliged to
maintain holdings of liquid funds that at least correspond to net negative cash flow in a liquidity
stressed situation. In the event of a breach or expected breach of this requirement a bank is required
to present a plan to the supervisory authority and report daily on its liquidity situation.
Furthermore, a number of measures are proposed to enhance risk coverage for banks and financial
institutions. These relate to (i) securitizations; (ii) trading book; (iii) counterparty credit risk; and (iv)
exposures to central counterparties.
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It should be emphasised, however, that Norges Bank and the FSAN have previously proposed an
earlier introduction of the Basel III rules in Norway than elsewhere in Europe. In a consultation
memorandum related to the proposed legislative changes for the introduction of CRD IV in Norway
that was published on 10 October 2011, the FSAN states that it has not taken a position on a possible
early introduction. A different implementation plan from Europe would involve competitive distortions.
The Banking Law Commission's proposal
In parallel with the development of Basel III / CRD IV the Norwegian Banking Law Commission has
presented a proposal on a new combined legislative framework for the financial sector in Norway see
NOU 2011:8; New financial legislation. One proposal that involves a significant change from current
regulations is the introduction of provisions on “cooperating groups”, which would include the
Sparebank 1 Alliance, under which “proportional consolidation” in a capital adequacy context would
be required irrespective of the ownership share. Under current regulations such consolidation first
takes place from and including an ownership stake of 20 per cent up to 50 per cent. Introduction of
such a consolidation requirement would be likely to require strengthened capital adequacy at the
parent bank level because it would not be able to make deductions in primary capital for this
investment. At a consolidated level the effects would also be influenced by the relationship between
capital adequacy in the individual bank and in the consolidated institution.
In connection with the proposed legislation for the introduction of CRD IV in Norway the FSAN has
raised questions as to whether the Banking Law Commission's proposal is in conformity with the
consolidation provisions that will follow from CRD IV. As national exemptions from CRD IV will not be
permitted unless the directive specifically permits, the FSAN proposes that the law is limited to
allowing for the imposition of such proportional consolidation instead of introducing such a
consolidation obligation.
Proposal from the EBA on a requirement for 9 per cent core capital cover for banks with
system importance
As a result of the debt crisis in Europe and the increased systemic risk that follows from this, the joint
body for European banking supervisory authorities, the EBA, has proposed the introduction of a
requirement for banks with system importance to maintain a pure core capital ratio of at least 9 per
cent of the risk-weighted balance sheet by 30.06.2012 (including the IRB floor). The buffer is not to
be used to take losses on sovereign risks, but to withstand stress/shocks and in order subsequently
to be able to maintain an acceptable capital ratio.
The introduction of the requirement is up to the Norwegian authorities as the EBA does not have
authority to impose such a requirement on Norwegian institutions. The FSAN has said, however, that
it supports the EBA's plan for increasing the capitalisation of the banks and will follow up the plans in
Norway.
The FSAN states that all banks and finance companies should have at least 9 per cent pure core
capital by the end of June next year. Banks and finance companies that have a lower capital ratio, or
are around 9 per cent, will be followed up individually.
18.3.6 Limitations on Large Exposures
A Norwegian bank cannot have a larger engagement with a single customer (including such
customer’s consolidated parties) than what may at any time be considered sound, implying a
continuing obligation for the bank to consider the soundness of its engagements. In any event, a
Norwegian bank cannot have an engagement (risk-weighted) with a single customer including such
customer’s consolidated parties) exceeding an amount corresponding to 25% of the bank`s
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regulatory capital. as calculated in accordance with relevant regulations. Special thresholds apply for
exposures against other institutions. In addition so called trading engagements are subject to
additional regulation. The sum of trading engagements with a single counterparty cannot exceed
500% of the institutions regulatory capital. Furthermore, the difference between the sum of trading
engagements and other engagements and the 25% threshold (ex financial institutions) is regarded as
a transgression. Such transgressions are permitted only if they are due to the trading engagements,
but will then trigger a requirement for additional regulatory capital in accordance with specific
calculations.
18.3.7 Deposit Guarantee Schemes
The Guarantee Schemes Act requires that all savings banks and commercial banks incorporated in
Norway shall be members of the Norwegian Banks’ Guarantee Fund. The Guarantee Fund provides a
deposit guarantee of NOK 2 million per depositor per bank, should a member bank be unable to meet
its commitments.
The Norwegian deposit guarantee scheme implements Directive 94/19/EC. On the 11th march 2009 a
new directive of the Council and the European Parliament was signed into law; “Directive 2009/14/EC
of the European Parliament and of the Council of 11March 2009 amending Directive 94/19/EC on
deposit-guarantee schemes as regards the coverage level and the payout delay”.
In the directive a minimum harmonization of euro 50.000 shall apply for deposit-guarantee schemes
from 1st July 2009 until 31st December 2010, and thereafter a full harmonization of the guarantee
level shall be implemented amounting to 100.000 euro.
In June 2010, the Commission put forward a new draft directive on deposit-guarantee schemes to
replace directives 1994/19/EC and 2009/14/EC. In the draft, the commission holds firm the position
that the coverage amount shall be fully harmonized to euro 100.000 per depositor per bank, with a
possibility to have a 12 months time limited exemption for certain deposits.
Norway has taken the position that they want to uphold the current Norwegian guarantee- schemes
solution and has tried to influence EU in this direction. In 2011, indications have been received by the
ECO-committee that their recommendation contains a text which will accommodate the Norwegian
position for a special solution. The Ministry of Finance is now in the process of lobbying towards the
Council and the European Parliament to secure that the final directive will have room for an
exemption towards Norway.
It is currently not clear whether or not this effort will succeed.
18.3.8 Payment and Capital Adequacy Problems in a Savings Bank
The Guarantee Schemes Act also regulates payment and capital adequacy problems in financial
institutions, including savings banks.
Chapter 3 of the Guarantee Schemes Act contains various notification and intervention rules that are
“escalating” in character, depending on the seriousness of the payment and solidity problems of the
bank in question.
The board of directors and the chief executive officer of a financial institution each have a duty to
notify the FSAN if there is reason to fear that:
• the institution will not be able to fulfill its obligations as they fall due;
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• the institution will not be able to satisfy the minimum requirements for own funds or other
solidity and security requirements specified by act or regulation (including the requirement
for solvency margin); or
• circumstances have occurred that can result in serious loss of confidence or loss which will
significantly weaken or threaten the solidity of the institution.
In such instances (regardless of whether notification has been given or not) the FSAN is given
relatively broad powers to promptly enforce measures considered necessary. In the first instance, the
institution itself shall be involved in the process. One of FSAN’s policy instruments is to ensure that
the institution prepares an “audited statement of financial position” which is a vital policy instrument
for determining the institution’s financial situation.
If the audited statement of financial position shows that a “significant part” of the equity and/or 25%
of the sum of the equity certificate capital and the primary capital fund capital is lost, the board of
directors is according to the Guarantee Schemes Act immediately obligated to call for a meeting of
the supervisory board of the savings bank. “Equity” must in this regard be understood as own funds
(i.e., the total amount of core (tier I) capital and additional capital). Determining what is “significant”
will depend on a discretionary assessment. The supervisory board shall decide whether the institution
has sufficient capital for continued, satisfactory operations and, if so, whether operations should
continue. Such a decision must be made with a two-thirds majority. If it is decided not to continue
operations, the supervisory board may vote by simple majority to transfer the institution’s business in
its entirety to other financial institutions. If such a resolution is not passed, the supervisory board
shall pass a resolution to liquidate the savings bank. If the supervisory board does not pass such a
resolution (or passes resolutions which the FSAN does not approve of), the FSAN shall appoint a
liquidation board to liquidate the savings bank. In this case, the rules on public administration
described below will apply.
If the audited statement of financial position shows that 75% or more of the sum of the equity
certificate capital and the primary capital fund is lost, the board of directors shall according to the
Guarantee Schemes Act present a proposal to the supervisory board of the savings bank for a
decrease of the share capital corresponding to the losses incurred. If the supervisory board of the
savings bank does not pass a resolution to this effect, the Norwegian Ministry of Finance may decide
that the equity capital shall be decreased by the amount of capital which pursuant to the audited
statement of financial position is lost. Equivalent resolutions can be passed for write-downs of
subordinated loan capital (regardless of provisions in the loan agreements). In addition, the Ministry
of Finance may (if necessary in order to ensure continued, satisfactory operations) decide that the
equity certificate capital shall be increased. In this connection, the Ministry of Finance can specify
subscription conditions and decide that the preemptive right of existing holders of equity certificates
shall be disregarded. This type of measure presupposes that private or public capital is available in
the issue of new equity certificates. If not, the alternative will be public administration as further
described below. It is this process that resulted in the state obtaining ownership interests in a number
of Norwegian banks at the beginning of the 1990s.
18.3.9 Public Administration and Winding-up
A Norwegian savings bank cannot be subject to regular insolvency proceedings, i.e., debt settlement
proceedings and/or bankruptcy proceedings initiated pursuant to the regular insolvency legislation.
Instead, a special regime of proceedings – public administration proceedings – applies to banks as
further regulated in Chapter 4 of the Guarantee Schemes Act.
In the event of illiquidity, insufficient funds or failure to satisfy capital requirements, the FSAN shall
immediately give notice to the Ministry of Finance. The Ministry of Finance may decide that the bank
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shall be placed under public administration, provided that the bank is unable to meet its liabilities as
they fall due and that a sufficient financial basis for continued, satisfactory operations cannot be
secured.
The same applies if the bank is unable to meet the capital adequacy requirements. If the parent
company in a financial group is placed under public administration, the Norwegian Ministry of Finance
may also decide that all or parts of the group shall be placed under public administration. The
decision of the Ministry of Finance is made on a discretionary basis. If the Ministry of Finance decides
not to place the bank under public administration, the provisions in Chapter 3 of the Guarantee
Schemes Act described in Section 18.3.8 above will apply.
18.4 Regulation of investment services
The Savings Bank holds a license to provide investment services in accordance with the Securities
Trading Act. The Securities Trading Act implements the EEA rules corresponding to Directive
2004/39/EC (the Markets in Financial Instruments Directive (MiFID). The investment services
provided by SpareBank 1 SMN (other than investment advice) are performed by SpareBank 1 SMN
Markets, which is a department within the Savings Bank and not a separate legal entity. The
Securities Trading Act contains several requirements for the organization of this business unit, in
addition to conduct of business rules. Furthermore, the services provided by SpareBank 1 SMN
Markets are regulated by detailed and extensive investor protection regulations.
The MiFID directive is under revision (MiFID II) and will in all likelihood result in further regulations
which will have impact on the business of SpareBank 1 SMN Markets.
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19 EQUITY CERTIFICATES AND EQUITY CERTIFICATE HOLDER MATTERS
19.1 General
The following is a summary of certain information relating to the Equity Certificates and certain Equity
Certificate holder matters, including summaries of certain provisions of the Savings Bank`s Articles of
Association and applicable Norwegian law in effect as of the date of this Prospectus. The summary
does not purport to be complete and is qualified in its entirety by the Savings Bank`s Articles of
Association and Norwegian law.
19.2 Stock Exchange Listing
The Equity Certificates are listed on the Oslo Stock Exchange with ticker code “MING”. The Equity
Certificates are not listed on any other stock exchange or regulated market, and no application for
such listing has been made.
19.3 Outstanding Equity Certificates and Nominal Equity Certificate Capital
As of the date of this Prospectus, the Savings Bank`s registered nominal Equity Certificate capital is
NOK 2,373,257,150 divided into 94,930,286 Equity Certificates, each with a nominal value of NOK
25. All the Equity Certificates are authorised, issued and fully paid.
The Supervisory Board held 6 March 2012 resolved on certain conditions to transfer NOK 474,651,430
from the nominal equity certificates capital to the surplus fund by a reduction of the nominal value of
each equity certificate from NOK 25 to NOK 20. Such transfer and reduction of nominal value per
equity certificate is contingent upon approval by the FSAN and that the Rights Offering is completed
with an increase of the Savings Bank’s nominal equity certificates capital of at least the same amount
as the transfer from the nominal equity certificates capital to the surplus fund. The resolution reads
as follows:
(a) The savings bank’s nominal equity certificate capital as set out in the Articles of Association is
changed from NOK 2,373,257,150 with NOK 474,651,430 to NOK 1,898,605,720 through a
reduction of the nominal value of the savings bank’s equity certificates from NOK 25 with NOK
5 to NOK 20.
(b) The amount of capital reduction shall in its entirety be transferred to the savings bank’s
premium reserve fund.
(c) Subsequent to the reduction the savings bank’s nominal equity certificate capital as set out in
the Articles of Association shall constitute NOK 1,898,605,720 divided on 94,930,286 equity
certificates each with a nominal value of NOK 20.
(d) The commencement of the capital reduction is conditional upon that the proposed rights issue
is completed with an amount that is at least equal to the reduction of the nominal equity
certificate capital.
(e) The capital reduction shall enter into force at registration in the Norwegian Register of
Business Enterprises and such registration shall be carried out immediately ahead of the
registration of the proposed rights issue.
(f) The Articles of Association § 2-2, first paragraph is amended from:
”The savings bank’s issued nominal equity certificate capital is NOK 2,373,257,150 divided on
94,930,286 equity certificates each with a nominal value of NOK 25 fully paid up.”
to:
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”The savings bank’s nominal equity certificate capital as set out in the Articles of Association
is NOK 1,898,605,720 divided on 94,930,286 equity certificates each with a nominal value of
NOK 20 fully paid up.”
(g) Completion of the capital decrease is conditional upon any required consents from the
Financial Supervisory Authority of Norway.
Following completion of the reduction in the Savings Bank’s nominal equity certificate capital as set
out in the Articles of Association, the Rights Offering and the Employee Offering, the nominal Equity
Certificate capital of the Savings Bank will be increased by minimum NOK 94,891,990 and maximum
NOK 141,045,810, divided into minimum 123,407,457 and maximum 125,715,148 Equity
Certificates, each with a nominal value of NOK 20.
As of 31 December 2011, the Savings Bank held 6,388 own Equity Certificates with a book value of
NOK 159.7 thousand.
19.4 Equity Certificate Capital History
The table below shows changes in the nominal Equity Certificate capital of the Savings Bank for the
last three years (2009, 2010 and 2011).
Financial
year
Date
Type of
change
Change in number
of Equity
Certificates
(thousand)
192
Issue Price
per Equity
Certificate
(NOK)
New number
of Equity
Certificates
(thousand)
Total Nominal
Equity Certificates
Capital (NOK
million)
2011 25.05.2011 Share issue 46 25 25.00 94,930 2,373
2010 25.03.2010 Employee issue 507 33.00 94,905 2,373
2010 25.03.2010 Right issue 24,963 33.00 94,397 2,360
2009 31.03.2009 Bonus issue 11,572 25.00 47 69,434 1,736
As Equity Certificate issuances in the period was paid for in cash, however, the Savings Bank issued
new Equity Certificates in 2011 through a share issue aimed at the Saving’s Banks Foundation
(Sparebankstiftelsen SpareBank 1 SMN), with conversion of funds from the Saving’s Banks Fund (i.e.
an increase of the nominal Equity Certificate capital through a transfer from the Savings Bank`s
premium reserve and equalization fund).
The table below provides a reconciliation of the number of Equity Certificates outstanding at the
beginning and end of the years 2007, 2008, 2009, 2010 and 2011.
Financial year
2011.............................
.
Number of Equity Certificates
outstanding as of 1 January
(thousand)
Number of Equity Certificates
outstanding as of 31 December
(thousand)
94,905 94,930
2010 ..................................... 69,434 94,905
2009 ..................................... 57,862 69,434
2008 ..................................... 53,976 57,862
2007 ..................................... 50,489 53,976
46 Share issue in connection with the establishment of Sparebankstiftelsen SpareBank1 SMN
47 Bonus issue settled through a transfer from the Savings Bank`s premium reserve and equalization fund.

19.5 Major Equity Certificate Holders
SpareBank 1 SMN - Prospectus
As of 5 March 2012, the Savings Bank had 9,528 holders of Equity Certificates registered in the VPS,
of which approximately 98% were Norwegian and approximately 2% were foreign. The Savings
Bank`s 20 largest holders of Equity Certificates registered in the VPS as of 5 March 2012 are shown
in the table below: 48
#
Equity Certificate Holders
193
Number of Equity
Certificates
1 Reitangruppen AS 6,872,514 7.24 %
2 Odin Norge 2,650,758 2.79 %
3 Frank Mohn A/S 2,192,236 2.31 %
4 Odin Norden 2,145,049 2.26 %
5 Rasmussengruppen AS 2,130,000 2.24 %
6 Vind Lv AS 2,085,151 2.20 %
7 Deutsche Bank AG London 1,903,321 2.00 %
8 Aker ASA 1,500,966 1.58 %
9 MP Pensjon PK 1,442,774 1.52 %
10 The Resource Group Trg AS 1,360,000 1.43 %
11 Morgan Stanley & Co Llc 1,100,313 1.16 %
12 Stiftelsen Uni 1,054,552 1.11 %
13 I K Lykke AS 891,567 0.94 %
14 Tonsenhagen Forretningssentrum AS 865,013 0.91 %
15 Forsvarets Personellservice 788,092 0.83 %
16 The Northern Trust Co. 767,163 0.81 %
17 Klp Aksje Norden Vpf 744,475 0.78 %
18 Odin Europa SMB 633,251 0.67 %
19 Heglund Holding AS 629,357 0.66 %
20 Danske Invest norske aksjer inst 620,785 0.65 %
Total top 20 Equity Certificate Holders ......................................... 32,377,337 34.11 %
Others............................................................................................ 62,552,949 65.89 %
Total ............................................................................................. 94,930,286 100.00 %
There are no differences in voting rights between the Equity Certificate Holders.
Equity Certificate Holders owning 5% or more of the Equity Certificates have an interest in the
Savings Bank`s equity certificate capital which is notifiable pursuant to the Securities Trading Act.
Please refer to Section 21.7 (“Disclosure Obligations”) below for a description of the disclosure
obligations under the Securities Trading Act. As of the date of this Prospectus (i.e. prior to completion
of the Rights Offering and the Employee Offering), Reitangruppen AS owned 7.24% of the Equity
Certificates, and grouping of Odin Norge, Odin Norden, Odin Europa SMB, Odin Norden II and Odin
Norge II (Odin Norden II and Odin Norge II is not among the Bank’s 20 largest holders of Equity
Certificates), owned a total of 5.88% of the Equity Certificates. The Savings Bank is not aware of any
other persons or entities that, directly or indirectly, have an interest in 5% or more of the Equity
Certificates.
19.6 Supervisory Board Meetings
19.6.1 General
The Supervisory Board is the highest authority of the Savings Bank. The Supervisory Board shall
ensure that the Savings Bank functions in accordance with its objects and in conformity with
48 VPS, SpareBank 1 SMN.
49 Per cent of total number of Equity Certificates.
% 49

SpareBank 1 SMN - Prospectus
legislation, Articles of Association and decisions of the Supervisory Board.
The Supervisory Board of the Savings Bank shall, according to the Articles of Association, have 43
members and 32 alternates, to be elected by the County Councils of the County of Sør-Trøndelag, the
County of Nord-Trøndelag and the County of Møre og Romsdal, the depositors of the Savings Bank,
by and amongst the employees of the Group and the Equity Certificate Holders, as per the Articles of
Association and within the limitations of the Financial Institutions Act. Pursuant to the Articles of
Association, the Equity Certificate Holders shall elect 17 members of the Supervisory Board and ten
alternates. The Financial Institutions Act prescribes that the Equity Certificate Holders may not elect,
and the Articles of Association may not provide for the election by the Equity Certificate Holders of,
more than two-fifths of the members of the Supervisory Board (irrespective of the Equity Certificate
ratio).
19.6.2 Calling of Supervisory Board Meetings
The Savings Bank must, pursuant to its Articles of Association, arrange for the Supervisory Board
meeting to be held before the end of April every year. The annual Supervisory Board meeting shall
inter alia approve the annual accounts, the directors’ report and any dividends payable. An
extraordinary Supervisory Board meeting shall be called if the Board of Directors so resolve or the
auditors or Equity Certificate Holders holding in aggregate at least 5% of the Savings Bank`s nominal
Equity Certificate capital require it.
The meeting shall be convened by a letter to all the members of the Supervisory Board. When
documents relating to matters to be considered in a Supervisory Board meeting are made available
on the Savings Bank`s website, the requirements on sending such documents to the members of the
Supervisory Board do not apply. This also applies to documents that shall be included in, or attached
to, the notice of the Supervisory Board meeting. However, a member of the Supervisory Board may
request that documents relating to matters to be considered at the Supervisory Board meeting are
sent to the member.
The notice convening a Supervisory Board Meeting shall be sent no later than 21 days before the
meeting is to be held.
19.6.3 Voting Rights
Each member of the Supervisory Board has one vote at any Supervisory Board meeting.
As a general rule, resolutions the Supervisory Board is entitled to make pursuant to Norwegian law or
the Savings Bank`s Articles of Association, require approval by a simple majority of the votes cast.
However, certain decisions, including resolutions to (i) waive pre-emptive rights in connection with
any issue of Equity Certificates, convertible loans and warrants, (ii) approve a merger or demerger,
(iii) amend the Articles of Association, (iv) authorise an increase or decrease in the nominal Equity
Certificate capital, (v) authorise an issuance of convertible loans or warrants, (vi) authorise the Board
of Directors to purchase own Equity Certificates or (vii) dissolve the Savings Bank, must receive the
support by at least two-thirds of the members of the Supervisory Board present at the meeting, and
at least half of all members (present and in absence) of the Supervisory Board. The majority
requirement for making resolutions as set forth above is more significant than required under the
Financial Institutions Act, as such resolutions under the Articles of Association of the Savings Bank
not only will require support by at least two-thirds of the members of the Supervisory Board, but also
at least half of all members (present and in absence) of the Supervisory Board.
Changes to the Savings Bank`s Articles of Association, including but not limited to an increase or
decrease of the Savings Bank`s nominal Equity Certificate capital, merger or demerger and
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liquidation, are also subject to approval from the FSAN.
19.7 Additional Issuances and Preferential Rights
If the Savings Bank issues any new Equity Certificates, including bonus Equity Certificates (i.e., new
Equity Certificates issued through a transfer from the Savings Bank`s premium reserve or
distributable equity to the nominal Equity Certificate capital), the Savings Bank`s Articles of
Association must be amended, which requires support by at least two-thirds of the members of the
Supervisory Board present at the meeting, and at least half of all members (present and in absence)
of the Supervisory Board.
The Savings Bank`s Equity Certificate Holders have a preferential right to subscribe for new Equity
Certificates issued against contribution in cash on a pro rata basis in accordance with their holdings of
Equity Certificates in the Savings Bank. Such preferential right may be waived by a resolution in a
Supervisory Board supported by at least two-thirds of the members of the Supervisory Board present
at the meeting, and at least half of all members (present and in absence) of the Supervisory Board. A
waiver of the Equity Certificate Holders’ preferential right in respect of bonus issues requires the
approval of all members of the Supervisory Board.
The Supervisory Board may, in a resolution supported by at least two-thirds of the members of the
Supervisory Board present at the meeting, and at least half of all members (present and in absence)
of the Supervisory Board, authorise the Board of Directors to issue new Equity Certificates. Such
authorisation may remain in force for a maximum of two years, and the nominal value of the Equity
Certificates to be issued may not exceed 50% of the nominal Equity Certificate capital of the Savings
Bank at the time the authorisation is registered. The Board of Directors may only waive the Equity
Certificate Holders’ preferential right to subscribe for new equity certificates issued against
contribution in cash if permitted according to the authorisation from the Supervisory Board.
Any resolution to increase the nominal Equity Certificate capital of the Savings Bank requires the
approval by the FSAN, which may impose conditions for such increase of nominal Equity Certificate
capital.
Under Norwegian law, bonus Equity Certificates may be issued through a transfer from the Savings
Bank`s distributable equity or Equity Certificates premium reserve to the nominal Equity Certificate
capital. Such bonus issues may be carried out either through the issue of Equity Certificates or
through an increase of the nominal value of the Equity Certificates outstanding.
In order to issue Equity Certificates in the Savings Bank to holders who are citizens or residents of
the United States upon the exercise of preferential rights, the Savings Bank may be required to file a
registration statement in the United States under United States securities law. If the Savings Bank
decides not to file a registration statement, such holders may not be able to exercise their
preferential rights. The same applies to other jurisdictions which, according to the Savings Bank`s
considerations, have similar restrictive legislation, cf. Section 23 (“Restrictions on Sale and
Transfer”).
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19.8 Authorisations to Increase the Nominal Equity Certificate Capital
The Board of Directors was at the Supervisory Board Meeting held on 6 March 2012 granted an
authorisation to increase the Savings Bank’s nominal Equity Certificate capital with a private
placement with a total amount of up to NOK 200 million. The authorisation is valid until the
Supervisory Board meeting in 2013 that will adopt the financial statements for the Savings Bank for
2012.
The resolution regarding the authorisation reads as follows:
(a) The Board of Directors is authorized to increase the nominal equity certificate capital as set
out in the Articles of Association by subscription of equity certificates with a total nominal
value of up to NOK 200,000,000 divided on up to 10,000,000 equity certificates each with a
nominal value of NOK 20.
(b) The subscription price shall be on markets terms, however minimum NOK 20 and maximum
NOK 100. The consideration shall be in cash.
(c) The authorisation may be utilized through one or several capital increases.
(d) The Board of Directors may resolve to derogate from the equity certificate holders preferential
right to subscribe equity certificates, cf. the Norwegian Financial Institutions Act § 2b-23
first paragraph and the Public Limited Liability Company Act § 10-14.
(e) The authorization is valid from the time the resolution was made and until the Supervisory
Board held in 2013 for the adoption of the financial statements for 2012.
Completion of a capital increase according to the authorization is conditional upon any required
consents from the Financial Supervisory Authority of Norway.
19.9 Authorisation and Establishment of Security Interest in the Savings Bank’s Own
Equity Certificates
The Board of Directors was at the Supervisory Board meeting held on 6 March 2012 granted an
authorisation to acquire and establish security interest in the Savings Bank’s own Equity Certificates
up to a total nominal value of NOK 200 million within the limits as set out in laws and regulations and
under the following conditions. The aggregate nominal value of the Equity Certificates held by the
Savings Bank and/or in which the Savings Bank has a contractual security interest may, however, not
under any circumstances exceed 10% of the nominal Equity Certificate capital of the bank. The lowest
price the Savings Bank may pay for Equity Certificates pursuant to the authorisation is NOK 1 per
Equity Certificate, whereas the highest price is NOK 200 per Equity Certificate. This limit also applies
to any contractual security interest such that the claim which the security interest is to cover must be
within these limits. Purchase of own Equity Certificates shall take place in the securities market via
Oslo Børs. Disposal shall take place on the same market, alternatively as a sale directed towards
employees in accordance with applicable laws and regulations. The authorisation is valid for a period
of 13 months from 6 March 2012.
19.10 Options and Other Financial Instruments
Other than the Subscription Rights to be issued in connection with the Rights Offering, there are no
outstanding Equity Certificate options, subscription rights, warrants, convertible loans or other
instruments which entitle the holder to require the Savings Bank to issue new Equity Certificates.
19.11 Capital Structure and Ranking of the Equity Certificates
The Savings Bank equity capital is divided into class I capital and class II capital as follows:
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Class I capital is the capital attributable to Equity Certificate Holders and consists of:
• The nominal Equity Certificate capital (in Norwegian: Vedtektsfestet eierandelskapital),
which represents the aggregate nominal value of all issued and outstanding Equity
Certificates.
• The premium reserve (in Norwegian: Overkursfondet), which represents that portion of
the aggregate amount in excess of nominal value paid-in in respect of issuance of Equity
Certificates that is allocated to class I capital. Pursuant to section 2b-14 of the Financial
Institutions Act and chapter 5 of provision no. 913 of 29 June 2009, the premium defined as
the difference between the subscription price and the nominal value of the Equity
Certificates shall be allocated between the premium reserve fund and the compensation fund
according to a distribution formula. Any positive difference between book equity value per
Equity Certificate and the nominal value per Equity Certificate shall be allocated to the
premium reserve fund in its entirety. Any positive difference between the subcscription price
for the new Equity Certificates and the book equity value per Equity Certificate shall be
allocated between the premium reserve fund and the compensation fund according to the
ratio between total book Equity Certificate capital subsequent to the subscription of the new
Equity Certificates and the book primary capital. When calculating such ratio the premium
reserve fund shall be included in the Equity Certificate capital and the compensation fund
shall be included in the primary capital. The basis for the calculation of total book Equity
Certificate capital shall be the last audited financial statements. Alternatively the calculation
may be based on last interim accounts if such accounts have been audited in accordance
with the requirements inclusion of interim results as set out in provision no. 435 of 1 June
1990 regarding calculation of own capital for inter alia financial institutions. If the financial
institution is obligated to prepare consolidated financial statements the calculation may be
based on the last audited financial statements for the group. The Equity Certificate capital’s
share of increase in other equity resulting from income recognition of portions of the income
in subsidiaries may be included in the basis for the total book Equity Certificate capital. This
also applies to the Equity Certificate capital’s share of other equity corresponding to a
positive difference between the book value and cost price of investments in associated
companies and jointly controlled businesses. The remaining part of other equity shall be
regarded as primary capital. The Equity Certificates capital’s fraction of other paid-up equity
created by gains derived from sale of the financial institution’s own Equity Certificates may
be included in the basis for book Equity Certificate capital per Equity Certificate. If the
financial institution has applied the equity method for accounting of ownership in associated
companies, the Equity Certificate capital’s share of the reserve for valuation variances and
fund for unrealised gains may also be included in the basis. Any goodwill items shall be
deducted from the basis.
• The equalization fund (in Norwegian: Utjevningsfondet), which represents the retained
earnings that are allocated to the class I capital to fund future dividend payments on the
Equity Certificates cf. section 2b-18 (4) of the Financial Institutions Act.
Class II capital is the capital attributable to the institution itself (the depositors), and capital set
aside for charitable donations, and consists of:
• Primary capital fund (in Norwegian: Grunnfondet) (the Savings Bank`s reserve), which
represents the accumulated share of the profits of the Savings Bank allocated to the
institution itself.
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• The compensation fund (in Norwegian: Kompensasjonsfondet), which represents that
portion of the aggregate amount in excess of nominal value paid-in in respect of issuance of
Equity Certificates that is allocated to class II capital.
• Donation fund (in Norwegian: Gavefondet), which represents the accumulated share of the
profits of the Savings Bank allocated to charitable donations.
The relative economic interest of the Equity Certificate Holders in the Savings Bank is expressed by
the Equity Certificate ratio, which as of any date will be the ratio between (i) the Savings Bank`s
class I capital and (ii) the sum of its class I capital and its class II capital, in each case as shown in
the most recent unconsolidated audited financial statements of the Savings Bank, see Section 19.12
(“Equity Certificate Ratio and Regulation of Dividends”) for a further discussion on the Equity
Certificate ratio. For the purposes of determining inter alia earnings per Equity Certificate and book
value per Equity Certificate, the Savings Bank`s fund for unrealised gains and other equity capital
(fund for valuation differences) is allocated to the class I capital and class II capital in accordance
with the then prevailing Equity Certificate ratio.
The Savings Bank`s own funds (in Norwegian: Ansvarlig kapital) is divided into core (tier I) capital
and supplementary (tier II) capital:
• Core (tier I) capital consists of inter alia the class I capital and class II capital and capital
contribution securities (in Norwegian: Fondsobligasjon) (which, under Regulations of 1 June
1990 no. 435 on calculation of own funds (in Norwegian: Ansvarlig kapital) for financial
institutions, clearing houses and securities firms, must satisfy the following conditions: be
fully paid up capital, be available to absorb losses or deficits on current operations, not yield
returns independent annual profit/loss and not be repayable except in the event of
liquidation), and capital contribution securities issued to the Norwegian State Finance Fund.
• Supplementary (tier II) capital consists of inter alia subordinated loan capital qualifying
as subordinated loan capital under Regulations of 1 June 1990 no. 435 on calculation of own
funds (in Norwegian: Ansvarlig kapital) for financial institutions, clearing houses and
securities firms (i.e. loan capital issued following approval by the FSAN, fully paid up,
unsecured and subordinated to the ordinary debt of the bank, non-repayable at the
creditor’s option prior to maturity other than following approval by the FSAN, with a term of
at least five years 50 ).
In the event of liquidation of the Savings Bank, the bank`s capital has the following order of priority
(subordinated to all other creditors):
Subordinated loan capital
Capital contribution securities
and
capital contribution securities issued to the Norwegian State Finance Fund
Nominal Equity Certificate capital
Premium reserve Compensation fund
Equalization fund Other Equity Certificate
equity
198
Primary capital fund Donation fund Other class
II equity
50 In the last five years to maturity of the loan or parts thereof, that part of the loan capital which is eligible for inclusion as
supplementary capital shall each year be reduced by 20 per cent of the amount falling due. In the final year to maturity, the loan
is no longer eligible for inclusion in the Savings Bank`s own funds (in Norwegian: Ansvarlig kapital).

SpareBank 1 SMN - Prospectus
If the Savings Bank records a loss in respect of any financial year, or if for any other reason the
Savings Bank is required to write down its capital, the various capital components shown above will
be written down in reverse order of priority, and pro rata as between capital components of equal
priority.
The Savings Bank has only one class of Equity Certificates. All Equity Certificates carry equal and full
Equity Certificate Holder rights in all respects and no Equity Certificates have different rights.
19.12 Equity Certificate Ratio and Regulation of Dividends
The annual profits of the Savings Bank is allocated amongst the owners of the Equity Certificates (i.e.
to class I capital – consisting of the nominal equity certificate capital, the premium reserve and the
equalisation fund) and the institution itself (i.e. to class II capital – consisting of the compensation
fund, the primary capital fund (the Savings Bank`s reserve)) and the donation fund), in accordance
with the relative economic interest in the Savings Bank attributable to the Equity Certificate Holders
see Section 19.11 (“Capital Structure and Ranking of the Equity Certificates”). The relative economic
interest of the Equity Certificate Holders in the Savings Bank is expressed by the equity certificate
ratio, which as of any date will be the ratio between (i) the Savings Bank`s class I capital and (ii) the
sum of its class I capital and its class II capital, in each case as shown in the most recent
unconsolidated audited financial statements of the Savings Bank.
The annual profits allocable to class I and class II capital in accordance with the Equity Certificate
ratio, is the annual profits according to the income statement for the Savings Bank for the last
financial year, as approved by the Supervisory Board, after adjustments for transfers to or from funds
for valuation differences, as well as allocations to funds for unrealised gains and transfers from funds
for unrealised gains previously recognised in the income statement.
Dividend funds allocated to the class I capital is to be paid to the owners of the Equity Certificates,
and the remainder of the annual profits allocated to the class I capital is to be added to the
equalisation fund or other Equity Certificate equity. Dividends may be distributed out of the
equalisation fund in order to maintain a dividend on the Equity Certificates.
Decisions on distribution of dividends are made by the Supervisory Board adopted by simple majority
based on proposals from the Board of Directors. The Supervisory Board cannot resolve a larger
dividend than proposed or accepted by the Board of Directors. Any distribution of dividends must be
in accordance with good and prudent business practice and must be made with due regard for any
losses that may have occurred after the closing of the financial year or which may be expected to
occur. The FSAN may, out of interest for the solidity of the bank, require that the Savings Banks
annual profits in whole or in part shall be retained to strengthen the banks solidity. Distribution of
dividends and donations for charitable purposes in aggregate exceeding 60% of the annual profits
may in any event not be made without approval by the FSAN.
The Equity Certificate ratio of the Savings Bank is as at the date of this Prospectus 60,6%. The Equity
Certificate ratio will however change as a consequence of the Rights Offering, the Employee Offering
and the private placement aimed at Sparebankstiftelsen SpareBank 1 SMN (The “Savings Bank’s
Foundation”). The Savings Bank’s Foundation was established 25 May 2011 and is registered in the
Norwegian Register of Business Enterprises with organisation number 897 153 912. The articles of
association for the Savings Bank’s Foundation are in accordance with what is deemed to be the
standard for foundations established by savings banks in Norway. The Supervisory Board of the
Savings Bank resolved on 6 March 2012 that the subscription premium from the Rights Offering and
the Employee Offering, after deduction of costs attributable to the offerings, shall be transferred to
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the Savings Bank`s premium reserve in its entirety. For the purposes of determining the Equity
Certificate ratio with respect to allocation of the profits of the Savings Bank for the year ending 31
December 2012, however, only 37/52 51 of the proceeds from the Rights Offering and the Employee
Offering, after deduction of costs, as allocated to the premium reserve and the Equity Certificate
capital, can, pursuant to the Financial Institutions Act, be included in the calculation of the Equity
Certificate ratio (i.e. a weekly weighted average Equity Certificate ratio will be calculated when
allocating the profits of the Savings Bank for the year 2012).
There are no fixed dates on which entitlement to dividends arises nor is there a time limit after which
entitlement to dividends lapses. In addition, there are no dividend restrictions or specific procedures
for non-resident Equity Certificate holders.
19.13 Rights of Redemption and Repurchase of Equity Certificates
The Savings Bank`s nominal Equity Certificate capital may be decreased by redemption of Equity
Certificates or by reducing the nominal value of the Equity Certificates. Such a decision requires the
support by at least two-thirds of the members of the Supervisory Board present at the meeting, and
at least half of all members (present and in absence) of the Supervisory Board. Redemption of
individual Equity Certificates requires the consent of the holders of the Equity Certificates to be
redeemed.
The Savings Bank may purchase its own Equity Certificates if an authorisation to the Board of
Directors to this effect has been given by the Supervisory Board with the support of at least two-
thirds of the members of the Supervisory Board present at the meeting, and at least half of all
members (present and in absence) of the Supervisory Board. The aggregate nominal value of Equity
Certificates acquired and held by the Savings Bank may not exceed 10% of the Savings Bank`s
nominal Equity Certificate capital, and Equity Certificates may only be acquired if the Savings Bank`s
distributable equity, according to the latest adopted balance sheet, exceeds the consideration to be
paid for the Equity Certificates. An authorisation to the Board of Directors cannot be given for a
period exceeding 18 months. The Savings Bank may only use authorisations to purchase its own
Equity Certificates, as granted to the Board of Directors by the Supervisory Board, to the extent the
authorisation is approved by the FSAN. The FSAN will usually not approve such authorisations with
duration exceeding six months, cf. section 2b-8(3) of the Financial Institutions Act.
19.14 Distribution of Assets on Liquidation
Pursuant to the Financial Institutions Act, a Savings Bank may be liquidated by a resolution of the
Savings Bank`s Supervisory Board. Such a decision requires the support by at least two-thirds of the
members of the Supervisory Board present at the meeting, and at least half of all members (present
and in absence) of the Supervisory Board. The Equity Certificates rank equally in the event of a return
on capital by the Savings Bank upon liquidation or otherwise. In the event of a liquidation of the
Savings Bank, the class I capital shall be distributed to the Equity Certificate Holders after all other
creditors have received settlement in full, see Section 19.11 (“Capital Structure and Ranking of the
Equity Certificates”).
19.15 Limitations on the Right to Own and Transfer Equity Certificates
The Equity Certificates of the Savings Bank are freely transferable. The Savings Bank`s Articles of
Association do not contain any provisions imposing limitations on the ownership of the Equity
Certificates and there are no limitations under Norwegian law on the rights of non-residents or foreign
owners to hold or vote for the Equity Certificates. The Financial Institutions Act does, however,
contain non-discriminatory ownership control rules. Pursuant to these rules, an acquisition of
51 On the basis of the proceeds of the offerings being paid by the Payment Date.
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ownership in the Savings Bank representing 10% or more of the sum of the class I and class II
capital (or, if applicable, the votes at the Supervisory Board), or ownership which otherwise gives the
right to exercise significant influence on the management of the Savings Bank and its business,
requires prior authorisation from the FSAN, see Section 18 (“Regulatory Overview”).
19.16 Transactions with Related Parties
Pursuant to the Financial Institutions Act, the Savings Bank may as a main rule not grant loans to, or
provide guarantees in favour of, the Chairman of the Supervisory Board of the Savings Bank or to
members of the Board of Directors, the Control Committee, the Audit Committee, or to its employees,
or a company of which any of the foregoing is a liable participant or member of the Board of
Directors, unless the loan or guarantee is secured and always provided that the Control Committee
approves the security as fully satisfactory. Exemptions to this main rule applies inter alia with respect
to loans to, or guarantees in favour of, a company in which the officer or employee in question
represents the Savings Bank`s interests, and where the company is either directly connected to the
operations of the Savings Bank or carries on an activity that the Savings Bank itself can perform.
Further, there is an exemption where the loan, or guarantee, is made in order to ensure redemption
of claims that the Savings Bank has on the company, and where loans are made in accordance with
borrowing arrangements that the Savings Bank offers to particular groups of customers on
standardised terms.
As further discussed in Section 18 (“Regulatory Overview”), the Group constitutes a financial group
and will accordingly be subject to special provisions applicable to financial groups and their activities.
Transactions between companies in a financial group must be in accordance with normal commercial
terms and principles. The Group is obligated to establish rules to ensure that earnings, expenses, loss
and profits are allocated accurately between the entities and respective areas of operations. The
FSAN will supervise transactions and allocation in order to assess the compliance with said
requirements, and may also order reversal of any transactions which are found to be in breach with
the requirements.
Group contributions may not be made between sister companies. Further, group companies may as a
general rule not provide loans to, or issue guarantees for, another company within the same group,
unless permitted by the FSAN. The rule does not prohibit claims and debts arising under normal
commercial transactions between Group companies.
19.17 Summary of the Savings Bank`s Articles of Association
The following is a summary of certain provisions of the Savings Bank`s Articles of Association, some
of which have not been addressed in the preceding Sections. The Savings Bank`s Articles of
Association are included in Annex 1 to this Prospectus.
Object
The objects of the Savings Bank are to promote saving by accepting deposits from an undefined
range of depositors and to manage the funds at its disposal in a secure manner in accordance with
the provisions of law governing savings banks at any and all times.
The savings bank may conduct all ordinary banking operations and banking services in accordance
with applicable legislation and regulations in force at any and all times, and provide investment
services within the licences held at any and all times.
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Composition of the Supervisory Board
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The Supervisory Board of the Savings Bank shall ensure that the Savings Bank functions in
accordance with its objects and in conformity with legislation, articles of association and decisions of
the Supervisory Board.
The Supervisory Board shall have 43 members and 32 alternates:
• Eight members and eight alternates shall be elected by the Sør-Trøndelag, Sør-Trøndelag
and Møre og Romsdal County councils.
• Eight members and eight alternates shall be elected by the depositors of the bank.
• Ten members and six alternates shall be elected by and amongst the employees of the
Group.
• 17 members and ten alternates shall be elected by the holders of Equity Certificates in
accordance with Regulations of 29 June 2009 no. 913 relating to equity certificates in
savings banks, loan associations and mutual insurance companies. The election must be
held before the end of April.
Members of the Supervisory Board shall serve for a term of four years. Alternates elected from
among the depositors shall serve for a term of one year. Alternates elected by the employees shall
serve for a term of two years. Alternates elected by the County councils and the holders of Equity
Certificates shall serve for a term of four years. At least three-fourths of the members of the
Supervisory Board shall be persons who are not employed in the bank.
Equity Certificate Holders’ Election of Members of the Supervisory Board
The Equity Certificate Holders’ election of members and alternates to the Supervisory Board shall take
place in accordance with Regulations of 29 June 2009 no. 913, section 3-9.
Holders of Equity Certificates who wish to participate in the election meeting, shall notify the Savings
Bank within a deadline which shall be specified in the notice for the meeting and not expire more than
three days before the date of the election meeting. Should an Equity Certificate Holder fail to notify
his participation in time, he may be refused participation.
Election Committee for Equity Certificate Holders´ Election of Members of the Supervisory
Board
The Equity Certificate Holders shall elect an Election Committee at the Equity Certificate Holders’
meeting, which shall have three members and two alternates. At least one of the members and
alternates must be a member of the Supervisory Board. The Election Committee shall prepare the
Equity Certificate Holders' elections for members of the Supervisory Board and their alternates, and
the election of members and alternates of the Election Committee.
Control Committee
The Control Committee shall monitor the Savings Bank`s activities in accordance with section 13 of
the Savings Banks Act and instructions issued by the Supervisory Board and approved by the FSAN.
The Board of Directors and the Audit Committee
Composition and Term of Office: The Board of Directors shall comprise of between seven to ten
members as resolved by the Supervisory Board. The Supervisory Board shall elect six of these
members and three alternates. The Supervisory Board shall in addition elect one member and one
alternate nominated by the employee-elected members of the Supervisory Board. Efforts should be
made to ensure a regional distribution among the members of the Board of Directors. The chairman
and vice-chairman of the Board of Directors shall be elected by the Supervisory Board for a term of
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two years. All members of the Board of Directors shall serve for a term of two years and the
alternates for a term of one year.
Board of Directors’ Administrative Procedures: The Chairman of the Board of Directors shall convene
meetings of the Board of Directors as often as the Savings Bank`s activity requires or when a Board
Member so demands. The Board of Directors has a quorum when more than half the members are
present. Resolutions are passed with a simple majority vote. In the event of parity of votes, Chairman
has the casting vote.
Board of Directors’ Responsibilities and Duties: The Board of Directors shall manage the activities of
the Savings Bank in conformity with applicable legislation, the Articles of Association and instructions
issued by the Supervisory Board.
The Board of Directors shall be responsible for managing the funds at the disposal of the Savings
Bank in a secure and expedient manner.
The Board of Directors shall ensure that the Savings Bank`s activities are satisfactorily organised and
has a duty to ensure that bookkeeping and asset management are subject to proper control.
The Board of Directors shall ensure that the Savings Bank has a good internal control system for
compliance with the provisions governing its business, including the savings bank`s set of values and
ethical guidelines. The Board of Directors shall draw up lending authorisation rules for the Savings
Bank. These rules shall make it clear to what extent persons other than the Board may grant loans
and guarantees and discount commercial papers.
The Board of Directors, or the person to whom it delegates such responsibility, shall fix interest rates
for deposits and loans, and the further terms and conditions for loans and for reception and
disbursement of deposits in accordance with such rules as may be issued by the FSAN.
The Chairman of the Board of Directors, or the Chief Executive Officer, or two other members of the
Board jointly, may represent the Savings Bank and signs on its behalf.
The Board of Directors may grant powers of attorney and other special authorisations.
The Board of Directors may authorise specifically designated employees to sign on behalf of the
Savings Bank.
The Board of Directors may lay down instructions for the day-to-day management of the Savings
Bank.
Audit Committee: The Savings Bank shall have an Audit Committee which shall be elected by and
amongst the members of the Board of Directors. The Audit Committee shall be a preparatory and
advisory committee to the Board of Directors.
The Audit Committee shall in aggregate have the competence needed for it to perform the tasks
required of it by the Savings Bank`s organisation and activities. At least one member of the Audit
Committee shall be independent of the Savings Bank and have qualifications in the field of
accountancy or auditing. Members of the Board of Directors who are Senior Employees may not be
elected as members of the Audit Committee.
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The Audit Committee shall:
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(i) prepare the Board of Directors’ monitoring of the financial reporting process,
(ii) monitor the bank`s systems for internal control and risk management as well as the bank`s
internal audit if such a function has been established,
(iii) maintain ongoing contact with the bank`s statutory auditor regarding the audit of the
annual financial statements,
(iv) assess and monitor the auditor’s independence, cf. chapter 4 of the Norwegian Auditors Act,
including in particular the extent to which non-audit services delivered by the auditor or
audit firm represent a threat to the auditor’s or audit firm’s independence.
Day-to-day management: The Chief Executive Officer shall be responsible for the day-to-day
management of the Savings Bank and shall follow the instructions and the orders issued to him by
the Board of Directors. Day-to-day management shall not include decisions in matters which in the
light of the bank`s circumstances are of an unusual nature or of major significance.
The Chief Executive Officer shall ensure that the bank`s bookkeeping is in conformity with applicable
legislation and regulations and that asset management is conducted in a sound manner.
The Chief Executive Officer has the right and the duty to participate in Board meetings, and has a
right to give his opinion, except where otherwise determined by the Board of Directors.
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20 MARKET PRICE OF EQUITY CERTIFICATES
The Equity Certificates have been listed on the Oslo Stock Exchange under the ticker code “MING”
with trading in NOK since 1994. The following table provides an overview of changes in the price of
the Equity Certificates (based on the closing price on the Oslo Stock Exchange) from and including 1
January 2007 until and including 29 February 2012.
Period
205
High price (NOK) 52
Low price (NOK) 53
2007 (01.01.2007 – 31.12.2007) ................................... 65.11 50.62
2008 (01.01.2008 – 31.12.2008) ................................ 55.14 18.44
2009 (01.01.2009 – 31.12.2009) ................................ 49.45 18.89
2010 (01.01.2010 – 31.12.2010) ................................ 55.00 41.20
2011 (01.01.2011 – 31.12.2011) ................................ 57.00 35.60
01.01.2007 – 31.03.2007 ............................................. 65.11 58.71
01.04.2007 – 30.06.2007 ............................................. 60.60 50.62
01.07.2007 – 30.09.2007 ............................................. 56.83 52.13
01.10.2007 – 31.12.2007 ............................................. 57.96 52.13
01.01.2008 – 31.03.2008 ............................................. 55.14 38.89
01.04.2008 – 30.06.2008 ............................................. 42.91 37.19
01.07.2008 – 30.09.2008 ............................................. 40.08 28.23
01.10.2008 – 31.12.2008 ............................................. 29.13 18.44
01.01.2009 – 31.03.2009 ............................................. 24.46 18.89
01.04.2009 – 30.06.2009 ............................................. 39.02 21.95
01.07.2009 – 30.09.2009 ............................................. 44.44 33.60
01.10.2009 – 31.12.2009 ............................................. 49.45 41.10
01.01.2010 – 31.03.2010 ............................................. 49.91 44.50
01.04.2010 – 30.06.2010 ............................................. 49.30 41.20
01.07.2010 – 30.09.2010 ............................................. 50.00 41.50
01.10.2010 – 31.12.2010 ............................................. 55.00 49.70
01.01.2011 – 31.03.2011 ............................................. 57.00 49.90
01.04.2011 – 30.06.2011 ............................................. 53.50 48.30
01.07.2017 – 30.09.2011 .............................................. 50.75 35.60
01.10.2011 – 31.12.2011 ............................................. 45.40 36.90
01.01.2012 – 31.01.2012 ............................................. 39.20 37.60
01.02.2012 – 29.02.2012 ............................................. 41.20 36.80
The Equity Certificates have not been subject to any split/reverse-split in the period covered by the
table above.
On 31 December 2011, the closing price of the Equity Certificates on the Oslo Stock Exchange was
NOK 39.30. The Equity Certificates trades exclusive of the right to receive Subscription Rights from
and including 7 March 2012.
52 Adjusted for changes in number of issued equity due right issues and bonus issues in the period
53 Adjusted for changes in number of issued equity due right issues and bonus issues in the period

21 SECURITIES TRADING IN NORWAY
21.1 Introduction
SpareBank 1 SMN - Prospectus
The Oslo Stock Exchange was established in 1819 and is the principal market in which shares, equity
certificates, bonds and other financial instruments are traded in Norway. As of 31 December 2011,
the total capitalisation of companies listed on the Oslo Stock Exchange amounted to approximately
NOK 1,508 billion. Shareholdings of non-Norwegian investors as a percentage of total market
capitalisation on 31 December 2011 amounted to approximately 35.49%.
In 2002, the Oslo Stock Exchange joined the strategic alliance between the Nordic and Baltic
Exchanges, which consisted of the Oslo Stock Exchange and the following NASDAQ OMX Nordic
exchanges: NASDAQ OMX Copenhagen A/S, NASDAQ OMX Helsinki Oy, NASDAQ OMX Stockholm AB,
NASDAQ OMX Iceland hf., Riga Stock Exchange, Tallinn Stock Exchange and Vilnius Stock Exchange
(the “NOREX Alliance”).
On 12 March 2009, the Oslo Stock Exchange announced that the Oslo Stock Exchange and the
London Stock Exchange Group had entered into a strategic partnership agreement to cooperate
across their equities, fixed income and derivatives markets with a view to improving market efficiency
and liquidity. As a consequence, the Oslo Stock Exchange terminated its participation in the NOREX
Alliance.
21.2 Trading and Settlement
Official trading on the Oslo Stock Exchange takes place between 09:00 hours (CET) and 17:30 hours
(CET) each trading day, with pre-trade between 08:15 hours (CET) and 09:00 hours (CET).
The settlement period for trading on the Oslo Stock Exchange is three trading days (T+3).
Investment services in Norway may only be provided by Norwegian investment firms holding a license
under the Securities Trading Act, branches of investment firms established and authorised in another
EEA member state subject to a passport to provide investment services in Norway or investment
firms from outside the EEA that have been licensed to operate in Norway. Investment firms in an EEA
member state may also provide cross-border investment services in Norway subject to a passport to
provide investment services in Norway.
It is possible for investment firms to undertake market-making activities in equities listed in Norway if
they have a license to this effect under the Securities Trading Act, or in the case of investment firms
in an EEA member state, a license to carry out market-making activities in their home jurisdiction.
Such market-making activities will be governed by the regulations of the Securities Trading Act
relating to investment firms’ trading for their own account. Market-making activities do not as such
require notification to the FSAN or the Oslo Stock Exchange except for the general obligation for
investment firms to report all trades in stock exchange listed financial instruments.
21.3 Information, Control and Surveillance
Under Norwegian law, the Oslo Stock Exchange is required to perform a number of surveillance and
control functions. The Surveillance and Corporate Control unit of the Oslo Stock Exchange monitors all
market activity on a continuous basis. Market surveillance systems are largely automated, promptly
warning department personnel of abnormal market developments.
Under Norwegian law, a Savings Bank which is listed on a Norwegian regulated market, or is subject
to the application for listing on such market, must promptly release any inside information (i.e.,
precise information about financial instruments, the issuer thereof or other matters which are likely to
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have a significant effect on the price of the relevant financial instruments or related financial
instruments, and which are not publicly available or commonly known in the market). A Savings Bank
may, however, delay the release of such information in order not to prejudice its legitimate interests,
provided that it is able to ensure the confidentiality of the information and that the delayed release
would not be likely to mislead the public. The Oslo Stock Exchange may levy fines on companies
violating these requirements.
21.4 The VPS and Transfer of Equity Certificates
The VPS is the Norwegian paperless centralised securities register. It is a computerized bookkeeping
system in which the ownership of, and all transactions relating to, Norwegian listed shares and equity
certificates must be recorded. The Savings Bank`s register over holders of Equity Certificates is
operated through the VPS. The VPS and the Oslo Stock Exchange are both wholly owned by Oslo Børs
VPS Holding ASA.
All transactions relating to securities registered in the VPS are made through computerised book
entries. No physical shares or equity certificates are, or may be, issued. The VPS confirms each entry
by sending a transcript to the registered equity certificate holder irrespective of any beneficial
ownership. To give effect to such entries, the individual equity certificate holder must establish a
securities account with a Norwegian account agent. Norwegian banks, Norges Bank (i.e., Norway’s
Central Bank), authorised securities brokers in Norway and Norwegian branches of credit institutions
established within the EEA are allowed to act as account agents.
The entry of a transaction in the VPS is prima facie evidence in determining the legal rights of parties
as against the issuing Savings Bank or any third party claiming an interest in the given security. A
transferee or assignee of equity certificates may not exercise the rights of a equity certificate holder
with respect to such equity certificates unless such transferee or assignee has registered such holding
or has reported and shown evidence of such acquisition, and the acquisition is not prevented by law,
the relevant Savings Bank`s Articles of Association or otherwise.
The VPS is liable for any loss suffered as a result of faulty registration or an amendment to, or
deletion of, rights in respect of registered securities unless the error is caused by matters outside the
VPS’ control which the VPS could not reasonably be expected to avoid or overcome the consequences
of. Damages payable by the VPS may, however, be reduced in the event of contributory negligence
by the aggrieved party.
The VPS must provide information to the FSAN on an ongoing basis, as well as any information that
the FSAN requests. Further, Norwegian tax authorities may require certain information from the VPS
regarding any individual’s holdings of securities, including information about dividends and interest
payments.
21.5 Register over Equity Certificate Holders
Under Norwegian law, equity certificates are registered in the name of the owner of the equity
certificates. As a general rule, there are no arrangements for nominee registration. However, equity
certificates may be registered in the VPS by a fund manager (bank or other nominee) approved by
the Norwegian Ministry of Finance, as the nominee of foreign equity certificate holders. An approved
and registered nominee has a duty to provide information on demand about beneficial holders of
equity certificates to the issuer and to the Norwegian authorities. In case of registration by nominees,
the registration in the VPS must show that the registered owner is a nominee. A registered nominee
has the right to receive dividends and other distributions but cannot vote on behalf of the beneficial
owners (e.g. in election meetings for election of representatives of holders of equity certificates to the
supervisory board of a savings bank).
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21.6 Foreign Investment in Norwegian Equity Certificate
Foreign investors may trade shares and equity certificates listed on the Oslo Stock Exchange through
any broker that is a member of the Oslo Stock Exchange, whether Norwegian or foreign.
21.7 Disclosure Obligations
If a person’s, entity’s or consolidated Group`s proportion of equity certificates and/or rights to equity
certificates in a savings bank listed on a regulated market with Norway as its home state (e.g., the
Savings Bank) reaches, exceeds or falls below the respective thresholds of 5%, 10%, 15%, 20%,
25%, 1/3, 50%, 2/3 or 90% of the nominal equity certificate capital or the voting rights of the
savings bank, the person, entity or group in question has an obligation under the Securities Trading
Act to notify the Oslo Stock Exchange immediately. The same applies if the disclosure thresholds are
passed due to other circumstances, such as a change in the savings bank`s nominal equity certificate
capital.
21.8 Insider Trading
According to Norwegian law, subscription for, purchase, sale or exchange of financial instruments,
including equity certificates, that are listed, or subject to the application for listing, on a Norwegian
regulated market, or incitement to such dispositions, must not be undertaken by anyone who has
inside information, cf. Section 21.3 (“Information, Control and Surveillance”). The same applies to the
entry into, purchase, sale or exchange of options or futures/forward contracts or equivalent rights
whose value is connected to such financial instruments or incitement to such dispositions.
21.9 Foreign Exchange Controls
There are currently no foreign exchange control restrictions in Norway, other than in certain extreme
macroeconomic conditions, that would potentially restrict the payment of dividends to holders of
equity certificates outside Norway, and there are currently no restrictions that would affect the right
of holders of equity Certificates of a Norwegian savings bank who are not residents in Norway to
dispose of their equity certificates and receive the proceeds from a disposal outside Norway. There is
no maximum transferable amount either to or from Norway, although transferring banks are required
to submit reports on foreign currency exchange transactions into and out of Norway into a central
data register maintained by the Norwegian customs and excise authorities. The Norwegian police, tax
authorities, customs and excise authorities, the National Insurance Administration and the FSAN have
electronic access to the data in this register.
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22 TAXATION
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Set out below is a summary of certain Norwegian tax matters related to investments in the Savings
Bank. The summary is based on Norwegian laws, rules and regulations applicable as of the date of
this Prospectus, which may be subject to any changes in law occurring after such date. Such changes
could possibly be made on a retroactive basis. The summary does not address foreign tax laws.
The summary is of a general nature and does not purport to be a comprehensive description of all the
Norwegian tax considerations that may be relevant for a decision to acquire, own or dispose of Equity
Certificate. Equity Certificate Holders who wish to clarify their own tax situation should consult with
and rely upon their own tax advisers. Equity Certificate Holders resident in jurisdictions other than
Norway and Equity Certificate Holders who cease to be resident in Norway for tax purposes (due to
domestic tax law or tax treaty) should consult with and rely upon their own tax advisers with respect
to the tax position in their country of residence and the tax consequences related to ceasing to be
resident in Norway for tax purposes.
Please note that for the purpose of the summary below, a reference to a Norwegian or foreign Equity
Certificate Holder refers to the tax residency rather than the nationality of the Equity Certificate
Holder. The summary only applies to Equity Certificate Holders who are beneficial owners of the
Equity Certificates.
22.1 Norwegian Equity Certificate Holders
22.1.1 Taxation of Dividends
22.1.1.1 Norwegian Personal Equity Certificate Holders
Dividends received by Equity Certificate Holders who are individuals resident in Norway for tax
purposes (“Norwegian Personal Equity Certificate Holders”) are taxable as ordinary income for
such Equity Certificate Holders at a flat rate of 28% to the extent the dividend exceeds a tax-free
allowance.
The allowance is calculated on a certificate-by-certificate basis. The allowance for each Equity
Certificate is equal to the cost price of the Equity Certificate multiplied by a determined risk-free
interest rate based on the effective rate after tax of interest on treasury bills (Norwegian:
“statskasseveksler”) with three months maturity. The allowance is calculated for each calendar year,
and is allocated solely to Norwegian Personal Equity Certificate Holders holding Equity Certificates at
the expiration of the relevant calendar year. Norwegian Personal Equity Certificate Holders who
transfer Equity Certificates will thus not be entitled to deduct any calculated allowance related to the
year of transfer. Any part of the calculated allowance one year exceeding the dividend distributed on
the Equity Certificate (“excess allowance”) may be carried forward and set off against future
dividends received on, or gains upon realisation, of the same Equity Certificate. Any excess allowance
will also be included in the basis for calculating the allowance on the same Equity Certificate the
following years.
22.1.1.2 Norwegian Corporate Equity Certificate Holders
Dividends received by Equity Certificate Holders who are limited liability companies (and certain
similar entities) resident in Norway for tax purposes (“Norwegian Corporate Equity Certificate
Holders”) are included in the calculation of the Equity Certificate Holders’ net income from securities
qualifying for participation exemption, including dividends received from the Savings Bank. Only 3%
of net income from securities qualifying for the participation exemption shall be included in the
calculation of ordinary income. Ordinary income is subject to tax at a flat rate of 28%, implying that
net income from the Equity Certificates is effectively taxed at a rate of 0.84%.
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22.1.2.1 Norwegian Personal Equity Certificate Holders
Sale, redemption or other disposal of Equity Certificates is considered a realisation for Norwegian tax
purposes. A capital gain or loss generated by a Norwegian Personal Equity Certificate Holder through
a realisation of Equity Certificates is taxable or tax deductible in Norway. Such capital gain or loss is
included in or deducted from the Equity Certificate Holder’s ordinary income in the year of disposal.
Ordinary income is taxable at a rate of 28%. The gain is subject to tax and the loss is tax-deductible
irrespective of the duration of the ownership and the number of Equity Certificates disposed of.
The taxable gain/deductible loss is calculated per Equity Certificate, as the difference between the
consideration for the Equity Certificate and the Norwegian Personal Equity Certificate Holder’s cost
price of the Equity Certificate, including any costs incurred in relation to the acquisition or realisation
of the Equity Certificate. From this capital gain, Norwegian Personal Equity Certificate Holders are
entitled to deduct a calculated allowance, provided that such allowance has not already been used to
reduce taxable dividend income. See “Norwegian Personal Equity Certificate Holders” under Section
22.1.1 above for a description of the calculation of the allowance. The allowance may only be
deducted in order to reduce a taxable gain, and cannot increase or produce a deductible loss, i.e., any
unused allowance exceeding the capital gain upon the realisation of an Equity Certificate will be
annulled.
If the Norwegian Personal Equity Certificate Holder owns equity certificates acquired at different
points in time, the equity certificates that were acquired first will be regarded as the first to be
disposed of, on a first-in, first-out basis.
22.1.2.2 Norwegian Corporate Equity Certificate Holders
Sale, redemption or other disposal of Equity Certificates is considered a realisation for Norwegian tax
purposes. Capital gains derived from the realisation of Equity Certificates qualifying for the
participation exemption are included in the calculation of net income from such securities. Losses
incurred upon realisation of such Equity Certificates may be deducted in order to reduce net taxable
income from securities qualifying for participation exemption in the same fiscal year. With effect from
1 January 2012 the previous rule regarding the inclusion in the ordinary income of 3% of the net
income qualifying for the participation exemption method is repealed.
22.1.3 Taxation of Subscription Rights
22.1.3.1 Norwegian Personal Equity Certificate Holders
A Norwegian Personal Equity Certificate Holder’s subscription for Equity Certificates pursuant to a
Subscription Right is not subject to taxation in Norway. Costs related to the subscription for Equity
Certificates will be added to the cost price of the Equity Certificates.
Sale and other transfer of Subscription Rights is considered a realisation for Norwegian tax purposes.
For Norwegian Personal Equity Certificate Holders, a capital gain or loss generated by a realisation of
Subscription Rights is taxable or tax deductible in Norway. Such capital gain or loss is included in or
deducted from the basis for the computation of ordinary income in the year of disposal. The ordinary
income is taxable at a flat rate of 28%.
22.1.3.2 Norwegian Corporate Equity Certificate Holders
A Norwegian Corporate Equity Certificate Holder’s subscription for Equity Certificates pursuant to a
Subscription Right is not subject to taxation in Norway. Costs related to the subscription for the
Equity Certificates will be added to the cost price of the Equity Certificates.
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Sale and other transfer of Subscription Rights is considered a realisation for Norwegian tax purposes.
Capital gains derived from the realisation of Subscription Rights to equity certificates in limited
liability companies resident in Norway for tax purposes (and certain other entities) are included in the
calculation of net income from securities qualifying for the participation exemption, see “Norwegian
Corporate Equity Certificate Holders” under Section 22.1.2 above. Losses incurred upon realisation of
such subscription rights may be deducted in order to reduce net taxable income from securities
qualifying for participation exemption in the same fiscal year. With effect from 1 January 2012 the
previous rule regarding the inclusion in the ordinary income of 3% of the net income qualifying for
the participation exemption method is repealed.
22.1.4 Net Wealth Tax
The value of Equity Certificates is included in the basis for the computation of wealth tax imposed on
Norwegian Personal Equity Certificate Holders. Currently, the marginal wealth tax rate is 1.1% of the
value assessed. The value for assessment purposes for equity certificates listed on the Oslo Stock
Exchange is the listed value as of 1 January in the year of assessment.
Norwegian Corporate Equity Certificate Holders are not subject to wealth tax.
22.2 Foreign Equity Certificate Holders
22.2.1 Taxation of Dividends
22.2.1.1 Foreign Personal Equity Certificate Holders
Dividends distributed to Equity Certificate Holders who are individuals not resident in Norway for tax
purposes (“Foreign Personal Equity Certificate Holders”), are as a general rule subject to
withholding tax at a rate of 25%. The withholding tax rate of 25% is normally reduced through tax
treaties between Norway and the country in which the Equity Certificate Holder is resident. The
withholding obligation lies with the Savings Bank distributing the dividends and the Savings Bank
assumes this obligation.
Foreign Personal Equity Certificate Holders resident within the EEA for tax purposes may apply
individually to Norwegian tax authorities for a refund of an amount corresponding to the calculated
tax-free allowance on each individual Equity Certificate (see above).
If a Foreign Personal Equity Certificate Holder is carrying on business activities in Norway and the
Equity Certificates are effectively connected with such activities, the Equity Certificate Holder will be
subject to the same taxation of dividends as a Norwegian Personal Equity Certificate Holder, as
described above.
Foreign Personal Equity Certificate Holders who have suffered a higher withholding tax than set out in
an applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess
withholding tax deducted.
22.2.1.2 Foreign Corporate Equity Certificate Holders
Dividends distributed to Equity Certificate Holders who are limited liability companies not resident in
Norway for tax purposes (“Foreign Corporate Equity Certificate Holders”), are as a general rule
subject to withholding tax at a rate of 25%. The withholding tax rate of 25% is normally reduced
through tax treaties between Norway and the country in which the Equity Certificate Holder is
resident.
Dividends distributed to Foreign Corporate Equity Certificate Holders resident within the EEA for tax
purposes are exempt from Norwegian withholding tax provided that the Equity Certificate Holder is
genuinely established and performs genuine economic business activities within the relevant EEA
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jurisdiction. If the Equity Certificates are held in connection with business activities carried out or
managed from Norway, 3% of the dividend qualifying for the participation exemption shall be
included in the calculation of ordinary income. Ordinary income is subject to tax at a flat rate of 28%,
implying that dividends from the Equity Certificates are effectively taxed at a rate of 0.84%.
Foreign Corporate Equity Certificate Holders who have suffered a higher withholding tax than set out
in an applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess
withholding tax deducted.
Nominee registered Equity Certificates will be subject to withholding tax at a rate of 25% unless the
nominee has obtained approval from the Norwegian Tax Directorate for the dividend to be subject to
a lower withholding tax rate. To obtain such approval the nominee is required to file a summary to
the tax authorities including all beneficial owners that are subject to withholding tax at a reduced
rate.
The withholding obligation in respect of dividends distributed to Foreign Corporate Equity Certificate
Holders and on nominee registered Equity Certificates lies with the Savings Bank distributing the
dividends and the Savings Bank assumes this obligation.
22.2.2 Capital Gains Tax
22.2.2.1 Foreign Personal Equity Certificate Holders
Gains from the sale or other disposal of Equity Certificates by a Foreign Personal Equity Certificate
Holder will not be subject to taxation in Norway unless the Foreign Personal Equity Certificate Holder
holds the Equity Certificates in connection with business activities carried out or managed from
Norway.
22.2.2.2 Foreign Corporate Equity Certificate Holders
Capital gains derived by the sale or other realisation of Equity Certificates by Foreign Corporate
Equity Certificate Holders are not subject to taxation in Norway.
22.2.3 Taxation of Subscription Rights
22.2.3.1 Foreign Personal Equity Certificate Holders
A Foreign Personal Equity Certificate Holder’s subscription for Equity Certificates pursuant to a
Subscription Right is not subject to taxation in Norway.
Gains from the sale or other transfer of Subscription Rights by a Foreign Personal Equity Certificate
Holder will not be subject to taxation in Norway unless the Foreign Personal Equity Certificate Holder
holds the Subscription Rights in connection with business activities carried out or managed from
Norway.
22.2.3.2 Foreign Corporate Equity Certificate Holders
A Foreign Corporate Equity Certificate Holder’s subscription for Equity Certificates pursuant to a
Subscription Right is not subject to taxation in Norway.
Capital gains derived by the sale or other transfer of Subscription Rights by Foreign Corporate Equity
Certificate Holders are not subject to taxation in Norway.
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Equity Certificate Holders not resident in Norway for tax purposes are not subject to Norwegian net
wealth tax. Foreign Personal Equity Certificate Holders can, however, be taxable if the Equity
Certificate is effectively connected to the conduct of trade or business in Norway.
22.3 Inheritance Tax
When Equity Certificates are transferred by way of inheritance or gift, such transfer may give rise to
inheritance or gift tax in Norway if the decedent, at the time of death, or the donor, at the time of the
gift, is a resident or citizen of Norway, or if the Equity Certificates are effectively connected with a
business carried out through a permanent establishment in Norway. However, in the case of
inheritance tax, if the decedent was a citizen but not a resident of Norway, Norwegian inheritance tax
will not be levied if inheritance tax or a similar tax is levied by the decedent’s country of residence.
The basis for the computation of inheritance tax is the market value at the time the transfer takes
place. The rate is progressive from 0% to 15%. For inheritance and gifts from parents to children, the
maximum rate is 10%.
22.4 Duties on Transfer of Equity Certificate
No stamp or similar duties are currently imposed in Norway on the transfer or issuance of Equity
Certificates in Norwegian savings banks.
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23 RESTRICTIONS ON SALE AND TRANSFER
23.1 General
The grant of Subscription Rights and issue of New Equity Certificates upon exercise of Subscription
Rights and the offer of unsubscribed New Equity Certificates to legal and physical persons resident in,
or who are citizens of countries other than Norway, may be affected by the laws of the relevant
jurisdiction. Investors should consult their professional advisers as to whether they require any
governmental or other consent or need to observe any other formalities to enable them to exercise
Subscription Rights or purchase New Equity Certificates.
The Savings Bank is not taking any action to permit a public offering of the Subscription Rights and
New Equity Certificates in any jurisdiction other than Norway. Receipt of this Prospectus will not
constitute an offer in those jurisdictions in which it would be illegal to make an offer and, in those
circumstances, this Prospectus is for information only and should not be copied or redistributed.
Except as otherwise disclosed in this Prospectus, if an investor receives a copy of this Prospectus in
any territory other than Norway the investor may not treat this Prospectus as constituting an
invitation or offer to it, nor should the investor in any event deal in the Subscription Rights and New
Equity Certificates, unless, in the relevant jurisdiction, such an invitation or offer could lawfully be
made to that investor, or the Subscription Rights and New Equity Certificates could lawfully be dealt
in without contravention of any unfulfilled registration or other legal requirements. Accordingly, if an
investor receives a copy of this Prospectus, the investor should not distribute or send the same, or
transfer the Subscription Rights and New Equity Certificates to any person or in or into any
jurisdiction where to do so would or might contravene local securities laws or regulations. If the
investor forwards this Prospectus into any such territories (whether under a contractual or legal
obligation or otherwise), the investor should direct the recipient’s attention to the contents of this
Section.
Except as otherwise noted in this Prospectus and subject to certain exceptions: (i) the Subscription
Rights and New Equity Certificates being granted or offered, respectively, in the Rights Offering may
not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into, Member States
of the EEA that have not implemented the Prospectus Directive, Australia, Canada, Hong Kong, Japan,
the United States or any other jurisdiction in which it would not be permissible to offer the
Subscription Rights and/or the New Equity Certificates (the “Ineligible Jurisdictions”); (ii) this
Prospectus may not be sent to any person in any Ineligible Jurisdiction; and (iii) the crediting of
Subscription Rights to an account of an Ineligible Equity Certificate Holder or other person in an
Ineligible Jurisdiction or a citizen of an Ineligible Jurisdiction (referred to as “Ineligible Persons”)
does not constitute an offer to such persons of the Subscription Rights or the New Equity Certificates.
Ineligible Persons may not exercise Subscription Rights.
If an investor takes up, delivers or otherwise transfers Subscription Rights, exercises Subscription
Rights to obtain New Equity Certificates or trades or otherwise deals in the Subscription Rights and
New Equity Certificates, that investor will be deemed to have made or, in some cases, be required to
make, the following representations and warranties to the Savings Bank and any person acting on the
Savings Bank`s or its behalf:
• the investor is not located in an Ineligible Jurisdiction;
• the investor is not an Ineligible Person;
• the investor is not acting, and has not acted, for the account or benefit of an Ineligible
Person;
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• unless the investor is a "qualified institutional buyer" as defined in Rule 144A under the US
Securities Act, the investor is located outside the United States and any person for whose
account or benefit it is acting on a non-discretionary basis is located outside the United
States and, upon acquiring New Equity Certificates, the investor and any such person will be
located outside the United States;
• the investor understands that the Subscription Rights and New Equity Certificates have not
been and will not be registered under the US Securities Act and may not be offered, sold,
pledged, resold, granted, delivered, allocated, taken up or otherwise transferred within the
United States except pursuant to an exemption from, or in a transaction not subject to,
registration under the US Securities Act; and
• the investor may lawfully be offered, take up, subscribe for and receive Subscription Rights
and New Equity Certificates in the jurisdiction in which it resides or is currently located.
The Savings Bank and any persons acting on behalf of the Savings Bank, including the Global
Coordinator, and the Joint Lead Managers, will rely upon the investor’s representations and
warranties. Any provision of false information or subsequent breach of these representations and
warranties may subject the investor to liability.
If a person is acting on behalf of a holder of Subscription Rights (including, without limitation, as a
nominee, custodian or trustee), that person will be required to provide the foregoing representations
and warranties to the Savings Bank with respect to the exercise of Subscription Rights on behalf of
the holder. If such person cannot or is unable to provide the foregoing representations and
warranties, the Savings Bank will not be bound to authorise the allocation of any of the Subscription
Rights and New Equity Certificates to that person or the person on whose behalf the other is acting.
Subject to the specific restrictions described below, if an investor (including, without limitation, its
nominees and trustees) is outside Norway and wishes to exercise or otherwise deal in or subscribe for
Subscription Rights and/or New Equity Certificates, the investor must satisfy itself as to full
observance of the applicable laws of any relevant territory including obtaining any requisite
governmental or other consents, observing any other requisite formalities and paying any issue,
transfer or other taxes due in such territories.
The information set out in this Section is intended as a general guide only. If the investor is
in any doubt as to whether it is eligible to exercise its Subscription Rights or subscribe for
the New Equity Certificates, that investor should consult its professional adviser without
delay.
Subscription Rights will initially be credited to financial intermediaries for the accounts of all Equity
Certificate Holders who hold Equity Certificates registered through a financial intermediary on the
Record Date. Subject to certain exceptions, financial intermediaries, which include brokers,
custodians and nominees, may not exercise any Subscription Rights on behalf of any person in the
Ineligible Jurisdictions or any Ineligible Persons and may be required in connection with any exercise
of Subscription Rights to provide certifications to that effect.
Financial intermediaries may sell any and all Subscription Rights held for the benefit of Ineligible
Persons to the extent permitted under their arrangements with such Ineligible Persons and applicable
law and remit the net proceeds to the accounts of such Ineligible Persons.
Subject to certain exceptions, financial intermediaries are not permitted to send this Prospectus or
any other information about the Rights Offering into any Ineligible Jurisdiction or to any Ineligible
Persons. Subject to certain exceptions, exercise instructions or certifications sent from or postmarked
in any Ineligible Jurisdiction will be deemed to be invalid and New Equity Certificates will not be
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delivered to an addressee in any Ineligible Jurisdiction. The Savings Bank reserves the right to reject
any exercise (or revocation of such exercise) in the name of any person who provides an address in
an Ineligible Jurisdiction for acceptance, revocation of exercise or delivery of such Subscription Rights
and New Equity Certificates, who is unable to represent or warrant that such person is not in an
Ineligible Jurisdiction and is not an Ineligible Person, who is acting on a non-discretionary basis for
such persons, or who appears to the Savings Bank or its agents to have executed its exercise
instructions or certifications in, or dispatched them from, an Ineligible Jurisdiction. Furthermore, the
Savings Bank reserves the right, with sole and absolute discretion, to treat as invalid any exercise or
purported exercise of Subscription Rights which appears to have been executed, effected or
dispatched in a manner that may involve a breach or violation of the laws or regulations of any
jurisdiction.
Notwithstanding any other provision of this Prospectus, the Savings Bank reserves the right to permit
a holder to exercise its Subscription Rights if the Savings Bank, in its absolute discretion, is satisfied
that the transaction in question is exempt from or not subject to the laws or regulations giving rise to
the restrictions in question. Applicable exemptions in certain jurisdictions are described further below.
In any such case, the Savings Bank does not accept any liability for any actions that a holder takes or
for any consequences that it may suffer as a result of the Savings Bank accepting the holder’s
exercise of Subscription Rights.
No action has been or will be taken by the Global Coordinator, or the Joint Lead Managers to permit
the possession of this Prospectus (or any other offering or publicity materials or application form(s)
relating to the Rights Offering) in any jurisdiction where such distribution may lead to a breach of any
law or regulatory requirement.
Neither the Savings Bank nor the Global Coordinator, or the Joint Lead Managers , and any of their
respective representatives, is making any representation to any offeree, subscriber or purchaser of
Subscription Rights and/or New Equity Certificates regarding the legality of an investment in the
Subscription Rights and/or the New Equity Certificates by such offeree, subscriber or purchaser under
the laws applicable to such offeree, subscriber or purchaser. Each investor should consult its own
advisers before subscribing for New Equity Certificates or purchasing Subscription Rights and/or New
Equity Certificates. Investors are required to make their independent assessment of the legal, tax,
business, financial and other consequences of a subscription for New Equity Certificates or a purchase
of Subscription Rights and/or New Equity Certificates.
A further description of certain restrictions in relation to the Subscription Rights and the New Equity
Certificates in certain jurisdictions is set out below.
23.2 United States
This Prospectus is strictly confidential and personal and is being furnished in connection with an
offering exempt from registration requirements under the United States Securities Act of 1933, as
amended (the “US Securities Act”), solely for the purpose of enabling a prospective subscriber or
purchaser of the Subscription Rights and/or New Equity Certificates (“prospective investor”) to
consider the subscription for or acquisition of Subscription Rights and/or New Equity Certificates as
described herein. This Prospectus is strictly personal to each prospective investor and does not
constitute an offer to any other person or to the public generally to subscribe for New Equity
Certificates or otherwise acquire Subscription Rights and/or New Equity Certificates. There will be no
public offer of or invitation to purchase the Subscription Rights or New Equity Certificates in the
United States or in any jurisdiction other than Norway, and this Prospectus does not constitute an
offer of or an invitation to subscribe for or purchase any Subscription Rights or New Equity
Certificates in any jurisdiction in which such offer or invitation would be unlawful.
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The Subscription Rights and New Equity Certificates have not been and will not be registered under
the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of
the United States and may not be offered, sold, taken up, exercised, resold, transferred or delivered,
directly or indirectly, except pursuant to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act and in compliance with the securities laws of
any state or other jurisdiction of the United States. The Subscription Rights and New Equity
Certificates are being offered and sold outside the United States pursuant to Regulation S under the
US Securities Act. Any offering of the Subscription Rights and New Equity Certificates by the Savings
Bank to be made in the United States will be made only to a limited number of “qualified institutional
buyers” (as defined in Rule 144A under the US Securities Act) pursuant to an exemption from
registration under the US Securities Act who have executed and returned an investor letter in the
required form to the Savings Bank and/or the Global Coordinator prior to exercising, subscribing for
or acquiring Subscription Rights and/or New Equity Certificates. Accordingly, this document will not
be sent to any prospective investor in the United States not meeting the foregoing requirements, and
any attempt by any such person to exercise the Subscription Rights or subscribe for New Equity
Certificates is, and will be deemed to be, invalid and will not be accepted.
The Subscription Rights and the New Equity Certificates have not been approved, recommended or
disapproved by the United States Securities and Exchange Commission, any state securities
commission in the United States or any other securities regulatory authority of any state or other
jurisdiction of the United States nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the Subscription Rights and New Equity Certificates or the accuracy or
adequacy of this document. Any representation to the contrary is a criminal offense in the United
States.
Any recipient of this document in the United States is hereby notified that this document has been
furnished to it on a strictly confidential and personal basis and is not to be reproduced, retransmitted
or otherwise redistributed, in whole or in part, under any circumstances. Furthermore, recipients are
authorised to use it solely for the purpose of considering an investment in the Subscription Rights
and/or New Equity Certificates in the Rights Offering and may not disclose any of the contents of this
document or use any information herein for any other purpose. Any recipient of this document agrees
to the foregoing by accepting delivery of this document.
Prospective investors are hereby notified that the Subscription Rights and New Equity Certificates will
be “restricted securities” as defined by Rule 144(a)(3) of the US Securities Act. For so long as the
Subscription Rights and New Equity Certificates are “restricted securities”, the Company will, during
any period in which it is neither subject to Section 13 or 15(d) of the Exchange Act nor exempt from
reporting pursuant to Rule 12g3-2(b) under the Exchange Act, provide, upon written request, to
holders of Subscription Rights or New Equity Certificates, any owner of any beneficial interest in
Subscription Rights or New Equity Certificates or to any prospective purchaser designated as such by
such a holder or owner, any information required to be delivered pursuant to Rule 144A(d)(4) (or any
successor provision thereto) under the Securities Act.
In addition, until 40 days after the closing of the subscription period, any offer or sale of the
Subscription Rights or New Equity Certificates within the United States by any broker or dealer
(whether or not participating in the Rights Offering) may violate the registration requirements of the
US Securities Act.
The offering concerns securities in a Norwegian company, and is subject to Norwegian disclosure
requirements which may deviate from the disclosure requirements under US law. Prospective
investors should make an independent assessment as to whether the information in this Prospectus is
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relevant for his/her own situation, and any subscription or any purchase of the Subscription Rights
and/or the New Equity Certificates should be based on the examinations that the prospective
investors may deem necessary, including the legal basis and consequences of the offering, and
including possible tax consequences and possible foreign exchange restrictions which may apply,
before deciding whether to exercise or otherwise invest in the Subscription Rights and/or the New
Equity Certificates. In addition to their own examination of the Savings Bank and the terms of the
offering, including the merits and risks involved, prospective investors should rely only on the
information contained in this Prospectus, including the risk factors described herein, and any notices
required under the listing regulations of the Oslo Stock Exchange that are published by the Company
and expressly amend this Prospectus.
Any prospective investor wishing to acquire or exercise Subscription Rights and/or subscribe for or
purchase New Equity Certificates will be deemed, by accepting delivery of this Prospectus and
delivery of Subscription Rights or New Equity Certificates, to have represented, warranted and
agreed:
(i) that such person is acquiring or exercising the Subscription Rights and/or subscribing for or
purchasing the New Equity Certificates in an offshore transaction as defined by Regulation S
of the Securities Act (and in particular that neither the Subscription Rights and/or the New
Equity Certificates have not been offered to it by any party by means of any “directed selling
efforts” as defined in Regulation S under the US Securities Act), or
(ii) that such person is acquiring or exercising the Subscription Rights and/or subscribing for or
purchasing the New Equity Certificates in its capacity as a “qualified institutional buyer”
(QIB) as defined in Rule 144A of the US Securities Act, and that it has executed and
returned an investor letter addressed to the Savings Bank and the Global Coordinator in the
required form provided prior to exercising Subscription Rights, or subscribing for or
acquiring Subscription Rights or New Equity Certificates, and that it currently complies and
will continue to comply with the terms set forth therein, and in particular that such person:
(A) is acquiring such Subscription Rights and New Equity Certificates for its own account or
for the account of one or more other accounts that are QIBs for which it has full power to
make the representations, warranties and agreements set forth herein and set forth in the
investor letter; (B) the Subscription Rights and New Equity Certificates have not been
offered to it by means of any form of “general solicitation” or “general advertising” (within
the meaning of the US Securities Act); (C) will not re-sell, pledge or otherwise transfer the
Subscription Rights or the New Equity Certificates except in an offshore transaction meeting
the requirements of Regulation S of the U.S. Securities Act, or pursuant to an effective
registration statement or pursuant to an exemption from registration; (D) is aware, and
each account that is a QIB for which it may be acting is aware, that the Subscription Rights
and New Equity Certificates are “restricted securities” within the meaning of Rule 144(a)(3)
of the U.S. Securities Act; (E) for so long as the Subscription Rights or the New Equity
Certificates are restricted securities, no such Subscription Rights or New Equity Certificates
may be deposited into any unrestricted depositary facility established or maintained by a
depositary bank; and (F) it shall notify any subsequent transferee of the transfer restrictions
set out above.
NOTICE TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION STATEMENT
OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW
HAMPSHIRE REVISED STATUTES (THE “RSA”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT
THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
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DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY
SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR
A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.
Any recipient of this document agrees to the foregoing by accepting delivery of this document.
ADDITIONAL INFORMATION REGARDING THE PRESENTATION OF FINANCIAL INFORMATION
In this Prospectus all references to “Norwegian kroner”, “kroner”, or “NOK” are to the currency of the
Kingdom of Norway, all references to “US dollars”, “US Dollars”, “US$”, “USD”, or “$” are to the
currency of the United States, and all references to “euro”, “EUR”, “EURO” or “€” are to the common
European currency.
The audited financial statements as at and for the years ended 31 December 2008, 2009 and 2010
included and incorporated by reference in this Prospectus have been prepared in accordance with
IFRS as adopted by the EU and the additional Norwegian disclosure requirements for financial
statements of listed companies; the currency of the financial statements is Norwegian Kroner.
The Company prepares its financial statements under IFRS as adopted by the European Union
(“IFRS”). None of the financial information has been prepared in accordance with US GAAP or audited
in accordance with auditing standards of the Public Company Accounting Oversight Board (United
States). There could be significant differences between IFRS and US GAAP, as applied to the
Company. The Company neither describes the differences between IFRS and US GAAP nor reconciles
its IFRS financial statements to US GAAP. Accordingly, such information is not available to investors,
and investors should consider this in making their investment decision. Prospective investors should
consult their own professional advisers to gain an understanding of the financial information
contained in this Prospectus and the implications of differences between the relevant accounting and
auditing standards.
ADDITIONAL INFORMATION REGARDING THE ENFORCEABILITY OF JUDGMENTS
The Company is organized under the laws of Norway, with domicile in the municipality of Trondheim,
Norway.
The Savings Bank is incorporated in Norway and as a result it may be difficult to enforce investors’
rights and claims under US securities laws. All of the members of the Board of Directors and the
Supervisory Board of the Savings Bank are residents of Norway, and all or a substantial share of the
Savings Bank’s and such persons’ assets are located in Norway. As a result, it may not be possible for
investors to effect service of process upon such persons or the Savings Bank with respect to litigation
that may arise under US federal securities law or to enforce judgments obtained in US courts against
them or the Savings Bank, whether or not such judgments were rendered pursuant to civil liability
provisions of the federal or state securities laws of the United States or any other laws of the United
States. For more information on the enforceability of judgments, see Section 6.5 of this Prospectus.
23.3 EEA Selling Restrictions
In relation to each Member State of the EEA other than Norway which has implemented the
Prospectus Directive (each a “Relevant Member State”) an offer of New Equity Certificates which
are the subject of the Rights Offering contemplated by this Prospectus may not be made to the public
219

SpareBank 1 SMN - Prospectus
in that Relevant Member State except that an offer to the public in that Relevant Member State of any
New Equity Certificates may be made at any time under the following exemptions under the
Prospectus Directive, provided such exceptions have been implemented in that Relevant Member
State:
• to legal entities which are authorised or regulated to operate in the financial markets or, if
not so authorised or regulated, whose corporate purpose is solely to invest in securities;
• to any legal entity which has two or more of (1) an average of at least 250 employees
during the last financial year; (2) a total balance sheet of more than EUR 43,000,000 and
(3) an annual net turnover of more than EUR 50,000,000, as shown in its last annual or
consolidated accounts;
• to fewer than 100 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive) subject to obtaining the prior consent of the Global Coordinator for any
such offer; or
• in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided
that no such offer of New Equity Certificates shall result in a requirement for the publication
by the Savings Bank or any Underwriter of a Prospectus pursuant to Article 3 of the
Prospectus Directive.
For the purposes of this provision, the expression an “offer to the public” in relation to any New
Equity Certificates in any Relevant Member State means the communication in any form and by any
means of sufficient information on the terms of the offer and any New Equity Certificates to be
offered so as to enable an investor to decide to purchase any New Equity Certificates, as the same
may be varied in that Relevant Member State by any measure implementing the Prospectus Directive
in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and
includes any relevant implementing measure in each Relevant Member State.
23.4 Notice to Canadian Investors
Neither the Subscription Rights nor the New Equity Certificates have been or will be qualified by a
prospectus for sale to the public in Canada under applicable Canadian securities laws, and
accordingly, any offer or sale of the Subscription Rights or New Equity Certificates in Canada must be
made pursuant to an exemption from the applicable prospectus and registration requirements, and
otherwise in compliance with applicable Canadian laws.
23.5 Notice to Swiss Investors
This Prospectus is not being publicly distributed in Switzerland. Each copy of this document is
addressed to a specifically named recipient and may not be passed on to third parties. The
Subscription Rights or New Equity Certificates are not being offered to the public in or from
Switzerland, and neither this document, nor any other offering material in relation to the Subscription
Rights or New Equity Certificates may be distributed in connection with any such public offering.
220

24 ADDITIONAL INFORMATION
24.1 Incorporation and Registered Office
SpareBank 1 SMN - Prospectus
SpareBank 1 SMN, organisation number 937 901 003 with the Norwegian Register of Business
Enterprises, is a Norwegian savings bank incorporated in Norway and regulated by the Savings Banks
Act. The Savings Bank was founded on 26 May 1823.
The Savings Bank has its registered address at Søndre gt. 4, 7011 Trondheim, Norway, with
telephone number +47 07300.
24.2 Subsidiaries
The Savings Bank is the ultimate parent of the Group. The following table contains a list of the
principal subsidiaries of the Savings Bank (each of which is considered by the Savings Bank to be
likely to have a significant effect on the assessment of the assets and liabilities, the financial position
and/or the profits and losses of the Group). Please refer to note 24 of the financial statements for
2010 and 2011 and note 15 of the financial statement for 2009, which are incorporated by reference
to this Prospectus (see Section 24.10 (“Incorporation by Reference”):
Name of subsidiary Country of incorporation
221
The Savings Bank`s
percentage holding of
shares and voting rights
(%)
Book value as of 31
December 2011 (parent
company)
SpareBank 1 SMN Finans AS Norway 100 % 323
SpareBank 1 SMN Invest AS Norway 100 % 358
EiendomsMegler 1 Midt-Norge AS Norway 87 % 73
SpareBank 1 SMN Kvartalet AS Norway 100 % 240
SpareBank 1 SMN Regnskap AS Norway 100 % 34
Allegro Finans AS Norway 90 % 11
SpareBank 1 SMN Card Solutions AS Norway 100 % 18
See section 12.6 for a desciptions of the Savings Bank’s subsidiaries.
24.3 Property, Plant, Equipment and Investments
The following table gives an overview of the Group`s material owned property, plant and equipment
Amounts in NOK million Year ended 31 December
2011 2010 2009
Bank buildings and other properties .................................... 927 880 724
Machinery, equipment and vehicles ..................................... 182 147 95
Other fixed assets .......................................................... - - -
Book value as of 31 December ....................................... 1,109 1,027 819
The Group acquired the 18 November 2011 Kongens Gate 4, next to the Group’s headquarters in
Trondheim at a cost of 71 million. A new company is established, Brannstasjonen AS, as buyer of
Kongens Gate 4. The transaction will be completed 1 March 2012, and the acquisition will be funded
by debt to the same conditions as the Savings Banks other subsidiaries. The building of 5700 square
meter houses Trondheim fire station, which will be a tenant until the end of 2014, with possible
extension to the end of 2015. The Group will not be able to use the building before 2016, due to the
needs of a complete renovation. SpareBank 1 SMN will provide financing for the renovation, under the
terms that apply for SpareBank 1 SMN’s subsidiaries.
The acquisition is justified by the Group’s strong growth and the desire of an option for additional
office space in the future. The physical proximity of the Group’s head office is considered to provide

SpareBank 1 SMN - Prospectus
significant added value and will also be able to achieve economies of scale through joint utilization of
canteen and meeting room capacity.
The following table gives an overview of the Group’s investments for the years ended 31 December
2011, 31 December 2010 and 31 December 2009.
Amounts in NOK million Year ended 31 December
222
2011 2010 2009
Fixed income CDs and bonds at fair value ............................. 12,918 16,980 14,727
Financial derivatives ....................................................... 3,697 1,825 1,149
Shares, units and other equity interests ............................... 611 618 505
Investments in associates and joint ventures ......................... 4,259 3,526 2,921
Property plant and equipment ........................................... 1,109 1,027 819
Goodwill ...................................................................... 492 460 461
Book value of total investments as of 31 December .......... 23,086 24,436 20,582
See sections 15.4.3 – 15.4.5 for a description of the Group’s commercial papers and bonds,
shareholdings and goodwill, section 15.6 for a description of the Group’s financial derivatives,
sections 12.7 and 12.8 for a description of investments in affiliates and joint ventures and section
24.5 for a description of related party transactions. See also sections 12.6 and 24.2 for a description
of the Savings Bank’s subsidiaries.
No other single investments in property/plant/equipment than the acquisition of Kongens Gate 4 is
material in terms of the Savings Bank`s consolidated annual turnover, and no such investments are
in progress. As of the date of this Prospectus, the Savings Bank has made no other firm
commitments to make any new principal investments.
24.4 Research and Development, Patents and Licenses
The Group is not dependent on any research or development or patents or licenses other than the
licenses as described in Section 18 (“Regulatory Overview”) above.
24.5 Related Party Transactions
The following is an overview of the related party transactions entered into by the Group in the period
from 1 January 2009 to the date of this Prospectus. Related party is defined as subsidiaries,
associated companies, joint ventures and companies held for sale, where the Group has significant
influence, in addition SpareBank 1 SMN pension fund and other companies owned by the Group’s
other related parties. Please refer to notes 24 and 26 of the financial statements for 2010 and 2011
and notes 15 and 35 in the financial statement for 2009, which are incorporated by reference to this
Prospectus (see Section 24.10 (“Incorporation by Reference”) for further details) and available on the
Group`s web site, www.smn.no.
24.5.1 General
A large number of the Group`s transactions are ordinary bank transactions entered into with related
parties as part of the Group`s ordinary business and are based on market terms. These transactions
comprise, inter alia, loans, deposits and foreign exchange transactions.
24.5.2 Loans to Related Parties
The Group offers, inter alia, loans to its employees and related parties. Loans to members of the
Board of Directors and their spouses/partners and under-age children are offered on ordinary
customer terms. Loans to members of Group Management are, like loans to other Group employees,
offered on terms which are similar to ordinary customer terms and conditions. As a general rule,

SpareBank 1 SMN - Prospectus
loans to employees are repaid by automatic debit in monthly instalments in arrears. Security is
furnished for employee loans in accordance with legal requirements.
The table below summarise loans to the Group Management, the Board of Directors and Control
Committee for the years ended 2011, 2010 and 2009.
Amounts in NOK million 2011 2010 2009
Group Management 54 24 25 21
Board of Directors 55 5 5 3
Control Committee 0 0 0
Loans as at 31 December 29 30 24
The table below summarise related party transactions with subsidiaries and other related parties,
including balance sheets at year-end and related expenses and income for the years ended 31
December 2011, 2010 and 2009. Historical figures for 2010 and 2009 have been restated as
companies held for sale now presented under other related parties.
Subsidiaries Other related parties
Amounts in NOK million 2011 2010 2009 2011 2010 2009
Outstanding loans as at 1.1. ................ 2,955 2,612 1,131 827 171 100
Loans issued in the period ................... 79 343 1,481 529 67 99
Repayments ...................................... - - - 127 39 28
Loans as at 31 December ............... 3,034 2,955 2,612 1,229 198 171
Interest rate income ....................... 107 86 58 35 163 1
Deposits as 1.1. ................................ 304 236 159 2,363 1,219 2,332
Contribution received during the
period.............................................
2,821 2,987 1,770 5,210 41,121 36,752
Withdrawals ....................................... 2,812 2,964 1,693 5,438 41,906 37,865
Deposits as of 31 December ........... 314 259 236 2,136 433 1,219
Interest rate expenses .................... 9 14 10 34 29 58
There have not been any significant changes in loans to, and deposits from related parties in the
period from 1 January 2012 to the date of this Prospectus (changes in loans will have occurred as a
result of repayments and interests accruals, and changes in deposits will have occurred as a result of
withdrawals and deposits).
24.6 Material Contracts
Other than (i) the agreement relating to purchase of all the shares in the company Convenient Card
AS as discussed in Section 12.1.13 (“SpareBank 1 SMN Card Solutions AS”), (ii) the agreement
relating to purchase of 40 % of the share in Consis AS as discussed in Section 12.6.3 (“SpareBank 1
SMN Regnskap AS”), (iii) agreement for purchase of property next to the head office of the Group in
Kongens gate as discussed in Section 24.3 (“Property, Plant, Equipment and Investments” and (iv)
agreements entered into in the ordinary course of business, no material contract has been entered
into by any member of the Group, and no contract containing obligations or entitlements that are, or
54 Where changes are made in the composition of the respective bodies, outstanding amounts as of 31 December of any year will
differ from the outstanding amounts as of 1 January the following year.
55 Where changes are made in the composition of the respective bodies, outstanding amounts as of 31 December of any year will
differ from the outstanding amounts as of 1 January the following year.
223

SpareBank 1 SMN - Prospectus
may be, material to the Group as of the date of this Prospectus has been entered into by any member
of the Group, for the two years immediately preceding the date of this Prospectus.
24.7 Legal and Arbitration Proceedings
Other than the proceedings described below, there are not any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened), of which the issuer is
aware, in the twelve (12) months prior to the date of this Prospectus which may have, or have had in
the recent past, significant effects on the Savings Bank`s and/or Group`s financial position or
profitability.
Matters related to companies controlled directly or indirectly by Terje Roll Danielsen
The Savings Bank finds it appropriate to inform that after the bankruptcy of the companies which
were directly or indirectly controlled by Terje Roll Danielsen, there have been legal claims against the
Savings Bank produced by the contracting company Reinertsen AS. The bankruptcy estate has
initiated investigations to determine any possible basis for a claim against the Savings Bank.
Reinertsen AS has filed a writ of summons against the Savings Bank and Bank 1 Oslo regarding
claims for compensation for losses incurred by Reinertsen AS due to the bankruptcy of the said
companies. The Savings Bank is of the opinion that there is no basis for a claim against the Savings
Bank. No provisions pertaining to the dispute have been made in the financial statements for 2011.
When bankruptcy proceedings for Roll Severin AS (100% owned by Terje Roll Danielsen, former
board member in the Savings Bank) and its subsidiaries Roll Severin CO AS and Residencekvartalet
AS commenced 30 November 2010, the Savings Bank was subject to an exposure in relation to the
companies Roll Severin AS, Roll Severin CO AS and Residencekvartalet AS. To prevent the statute of
limitations from running pursuant to section 5-9 of the Creditors Security Act the bankrupt estates in
Roll Severing AS, Roll Severin CO AS and Residencekvartalet AS have procured an originating
summons against the Savings Bank, in which they claim invalidation of security in favour of the
Savings Bank and repayment of certain amounts from the Savings Bank. The Savings Bank is of the
opinion that there is no basis for a subjective invalidation or repayment. No provisions pertaining to
the dispute have been made in the financial statements for 2011.
In addition to the above, the bankrupt estates have also decided to pursue potential claims for
compensation for losses against the Savings Bank and Adresseavisen for their involvement in the
acquisition of shares in Adresseavisen in 2006 (converted into shares in Polaris Media ASA in
connection with the merger between Adresseavisen and Harstad Tidende). The potential claim has not
been substantiated and no formal legal steps have been initiated by the bankrupt estates against the
Savings Bank. The Savings Bank is of the opinion that there is no basis for any claim for
compensation for losses against the Savings Bank. No provisions pertaining to the dispute have been
made in the financial statements for 2011.
Dispute with Glitnir hf
The Savings Bank owns 33% of BN Bank ASA which has been involved in a legal dispute with Glitnir
hf regarding set off for claims totalling NOK 240 million. Oslo City Court has passed a judgement in
February 2012 whereby BN Bank ASA becomes obliged to pay Glitnir hf NOK 213 million with addition
of interest amounting to NOK 43 million. BN Bank ASA has previously accounted NOK 240 million as a
loss, but has not made any provisions for interest. The judgement has been appealed.
Claims brought before the Norwegian Bank Complaints Board
The Savings Bank is from time to time subject to claims brought before the Norwegian Bank
Complaints Board. During 2011, the Savings Bank had in total 26 claims before the Complaints
Board, and as per 31 December 2011, 8 such outstanding claims. A portion of these complaints
224

SpareBank 1 SMN - Prospectus
relates to sale and/or distribution of savings products and inadequate investment advice. The
aggregate amount claimed by the claimants under the 8 outstanding cases before the Complaints
Board as per 31 December 2011 is not significant for the Group. However, there is a risk that
additional customers of the bank who have invested in savings products, or been given inadequate
investment advice, could file complaints against the bank, especially if the Bank Complaints Board
rule in favour of the claimants in the existing cases.
24.8 Auditors and Advisors
The Savings Bank`s current statutory auditor is Deloitte AS.
Global Coordinator and Bookrunner:
• SpareBank 1 Markets AS, P.O. Box 1398 Vika, N-0114 Oslo
Joint Lead Managers:
• SpareBank 1 SMN Markets, P.O. Box 4796 Sluppen, N-7467 Trondheim
• Swedbank First Securities, P.O. Box 1441 Vika, N-0250 Oslo
SIMONSEN Advokatfirma DA is acting as legal adviser to the Savings Bank (as to Norwegian law).
24.9 Documents on Display
Copies of the following documents will be available for inspection at the Savings Bank`s registered
office during normal business hours from Monday to Friday each week (except public holidays) for a
period of 12 months from the date of this Prospectus:
• the Articles of Association of the Savings Bank;
• the Memorandum of Association of the Savings Bank;
• the consolidated audited financial statements of the Savings Bank for the years ended 31
December 2011, 2010, 2009;
• historical financial information for the last two years (2010 and 2011) for the Savings
Bank`s subsidiaries; and
• this Prospectus.
225

24.10 Incorporation by Reference
SpareBank 1 SMN - Prospectus
The information incorporated by reference in this Prospectus shall be read in connection with the
cross-reference list set out in the table below. Except as provided in this Section, no information is
incorporated by reference in this Prospectus.
The Savings Bank incorporates the audited consolidated financial statements, directors’ reports and
audit reports for the years ended 31 December 2011, 2010 and 2009 and its accounting policies. All
the relevant information can be located on the Savings Bank`s webpage www.smn.no.
Section in
the
Prospectus
Sections
14, 15
Sections
14, 15
Sections
14, 15
Sections
14, 15
Disclosure
requirements
of the
Prospectus Reference document and link
Audited
historical
financial
information
(Annex 1,
Section 22.1)
Unaudited
historical
financial
information
(Annex 1,
Section 22.1)
Audit report
(Annex 1,
Section 22.1)
Accounting
policies
Sections 24 Audited
historical
financial
information
(Annex 1,
Section 19)
226
Page (P) in
reference
document 56
SpareBank 1 SMN - Financial results 2011 P92 - 201
http://annualreport.smn.no/2011/multimedia/343/Annual-report-
2011.pdf
SpareBank 1 SMN – Director`s Report 2011 P74 - 91
http://annualreport.smn.no/2011/multimedia/343/Annual-report-
2011.pdf
SpareBank 1 SMN - Financial results 2010 P83 – 189
http://annualreport.smn.no/2010/multimedia/224/Annualreport_2010.
pdf
SpareBank 1 SMN – Director`s Report 2010 P65 - 82
http://annualreport.smn.no/2010/multimedia/224/Annualreport_2010.
pdf
SpareBank 1 SMN - Financial results 2009 P64 – 131
http://hugin.info/144/R/1404748/449670.pdf
SpareBank 1 SMN – Director`s Report 2009 P52 - 62
http://hugin.info/144/R/1404748/449670.pdf
SpareBank 1 SMN – Supplementary information 2011
http://hugin.info/144/R/1581848/494421.pdf
SpareBank 1 SMN – Supplementary information 2010
http://hugin.info/144/R/1484399/419804.pdf
SpareBank 1 SMN - Auditor's report 2011 P202 - 203
http://annualreport.smn.no/2011/multimedia/343/Annual-report-
2011.pdf
SpareBank 1 SMN - Auditor's report 2010 P190 - 191
http://annualreport.smn.no/2010/multimedia/224/Annualreport_2010.
pdf
SpareBank 1 SMN - Auditor's report 2009 P132
http://hugin.info/144/R/1404748/449670.pdf
SpareBank 1 SMN - IFRS Accounting principles 2011 P101 - 107
http://annualreport.smn.no/2011/multimedia/343/Annual-report-
2011.pdf
SpareBank 1 SMN - IFRS Accounting principles 2010 P91 - 97
http://annualreport.smn.no/2010/multimedia/224/Annualreport_2010.
pdf
SpareBank 1 SMN - IFRS Accounting principles 2009 P70 - 73
http://hugin.info/144/R/1404748/449670.pdf
SpareBank 1 SMN – Financial results 2011
56 The original page number as stated in the reference document.
http://annualreport.smn.no/2011/multimedia/343/Annual-report-
2011.pdf
SpareBank 1 SMN - Financial results 2010
http://annualreport.smn.no/2010/multimedia/224/Annualreport_2010.
pdf
SpareBank 1 SMN - Financial results 2009
P162
P155 - 160
P152
P145 - 150
http://hugin.info/144/R/1404748/449670.pdf P119 - 121
P86 - 89

SpareBank 1 SMN - Prospectus
25 DEFINITIONS USED IN THE PROSPECTUS
In the Prospectus, the following defined terms have the following meanings:
Anti-Money Laundering Legislation ........................ The Norwegian Money Laundering Act No. 11 of 6 March 2009 and the
Norwegian Money Laundering Regulations No. 302 of 13 March 2009,
collectively
Audit Committee ................................................. The audit committee of the Savings Bank
Board of Directors ............................................... The board of directors of the Savings Bank
CET ................................................................... Central European Time
Closing Spot Rate ................................................ The closing spot rate as determined by Bloomberg at 5.00 p.m. (New York
time)
Code of Practice .................................................. The Norwegian Code of Practice for Corporate Governance of 21 October 2010
Compensation Committee..................................... The compensation committee of the Savings Bank
Control Committee .............................................. The control committee of the Savings Bank
CRD ................................................................... The Capital Requirement Directives
Cut-Off Date ....................................................... 6 March 2012
Defined Benefit Pension Scheme ........................... Under these schemes, employee members are entitled to a particular level of
benefit depending on their length of service and the level of their salary when
they retire
Defined Contribution Scheme ................................ A retirement plan under which a certain amount or percentage of money is set
aside each year for the benefit of the employee
Depositors´ Election Committee ............................ The election committee of the Depositors of the Savings Bank
ECB Daily Reference Rate ..................................... The daily reference exchange rate published by the European Central Bank
EEA ................................................................... The European Economic Area
Election Committee ............................................. The election committee of the Savings Bank
Eligible Employee ................................................ Permanent employees in SpareBank 1 SMN
Employee Offering ............................................... The Employee offering of minimum 1 and maximum 2,307,692 New Equity
Certificates in the Savings Bank at a Subscription Price of NOK 26, as further
described in Section 10 (“The Employee Offering”)
Equity Certificates ............................................... The equity certificates of the Savings Bank
Equity Certificate Holder ....................................... A holder of Equity Certificates in the Savings Bank
Equity Certificate Holders´ Election Committee ....... The election committee of the Savings Bank, see Section 17.5.2 (“Equity
EUR ................................................................... Euros
Certificate Holders´ Election Committee”) of this Prospectus
Existing Equity Certificate Holders ......................... Holders of Equity Certificates in the Savings Bank as of the Cut-Off Date as
appearing as holders of Equity Certificates of the Savings Bank in the VPS as
of the Record Date
Existing Equity Certificates ................................... The existing equity certificates of the Savings Bank, i.e. prior to issuance of
the New Equity Certificates.
Financial Institutions Act ...................................... The Norwegian Financial Institutions Act of 10 June 1988 No. 40
Financial Supervisory Authority of Norway .............. Finanstilsynet
Foreign Corporate Equity Certificate Holders ........... Equity Certificate Holders who are limited liability companies not resident in
Norway for tax purposes
Foreign Personal Equity Certificate Holders ............. Equity Certificate Holders who are individuals not resident in Norway for tax
purposes
FSAN ................................................................ The Financial Supervisory Authority of Norway
Global Coordinator and Bookrunner ....................... SpareBank1 Markets AS, Olav vs gate 5, N-0114 Oslo
Group ................................................................ The Savings Bank and its consolidated subsidiaries
Group Management ............................................. The Group`s executive management
Guarantee Schemes Act ....................................... The Norwegian Act on Guarantee Schemes for Banks and Public Administration
etc of Financial Institutions of 6 December 1996 No. 75
IASB .................................................................. International Accounting Standards Board
IFRS .................................................................. International Financial Reporting Standards
Ineligible Jurisdictions .......................................... Jurisdictions in which it would not be permissible to offer the Subscription
Rights and/or the New Equity Certificates
Ineligible Persons ................................................ Ineligible Equity Certificate Holders or other persons in an Ineligible
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SpareBank 1 SMN - Prospectus
Jurisdiction or citizens of an Ineligible Jurisdiction
Ineligible Employees ............................................ Employees not able to participate in the Employee Offering due to restrictions
set out by the agreement entered in to with the Norwegian State Finance Fund
Ineligible Equity Certificate Holders ....................... Existing Equity Certificate Holders resident in jurisdictions where the
Prospectus may not be distributed and/or with legislation that, according to
the Savings Bank`s assessment, prohibits or otherwise restricts subscription
for New Equity Certificates
Insurance Act ..................................................... The Norwegian Insurance Act of 10 June 2005 No. 44
IRB .................................................................... Internal ratings-based
Joint Lead Managers ............................................ SpareBank 1 SMN Markets, a part of the Savings Bank and Swedbank First
Securities
New Equity Certificates ........................................ The new equity certificates of the Savings Bank to be issued in the Rights
Offering and the Employee Offering
NOK .................................................................. Norwegian kroner
NOREX Alliance ................................................... The strategic alliance between the Nordic and Baltic Exchanges
Norges Bank ....................................................... The Norwegian Central Bank (Norges Bank)
Norwegian Bank Complaints Board ........................ Bankklagenemnden
Norwegian Corporate Equity Certificate Holders ....... Equity Certificate Holders who are limited liability companies (and certain
similar entities) resident in Norway for tax purposes
Norwegian Personal Equity Certificate Holders ......... Equity Certificate Holders who are individuals resident in Norway for tax
purposes
Norwegian State Finance Fund .............................. Statens finansfond
Oslo Stock Exchange ........................................... Oslo Børs
Payment Date ..................................................... 3 April 2012, the date on which payment for the New Equity Certificates falls
Payment Guarantor ............................................. SpareBank 1 Markets AS
Prospectus.......................................................... This Prospectus dated 8 March 2012
Prospectus Directive ............................................ Directive 2003/71/EC
due
Public Limited Liability Companies Act .................... The Norwegian Public Limited Liability Companies Act of 13 June 1997 No. 45
Record Date ....................................................... 9 March 2012
Relevant Member State ........................................ A Member State of the EEA other than Norway which has implemented the
Prospectus Directive
Rights Offering .................................................... The offering of 28,477,170 New Equity Certificates in the Savings Bank at a
Subscription Price of NOK 26 per New Equity Certificate with Subscription
Rights for Existing Equity Certificate Holders, as further described in Section 9
(“The Rights Offering”)
RSA ................................................................... The New Hampshire Revised Statutes
Savings Bank ...................................................... SpareBank 1 SMN
Savings Bank Act ................................................ The Norwegian Savings Bank Act of 24 May 1961 No. 1
Savings Bank’s Foundation ................................... Sparebankstiftelsen SpareBank 1 SMN
Securities Trading Act .......................................... The Norwegian Securities Trading Act of 29 June 2007 No. 75
SpareBank 1 SMN................................................ The Savings Bank, or the Group, as applicable
SpareBank 1 Markets ........................................... SpareBank 1 Markets AS
Subscription Forms .............................................. The forms for subscription for New Equity Certificates
Subscription Office .............................................. SpareBank 1 Markets AS, SpareBank 1 SMN Markets and Swedbank First
Securities
Subscription Office for the Employee Offering ... SpareBank 1 SMN Markets, FX Settlement and Security Services
Subscription Period .............................................. The period during which the New Equity Certificates can be subscribed for,
beginning on 12 March 2012 and expiring at 17:30 hours (CET) on 26 March
2012
Subscription Price ................................................ NOK 26 per New Equity Certificate, the price for each New Equity Certificate to
be issued by the Savings Bank in the Rights Offering
Subscription Rights .............................................. Subscription Rights granted to the Existing Equity Certificate Holders providing
preferential rights to subscribe for and be allocated New Equity Certificates at
the Subscription Price
Supervisory Board ............................................... The board of representatives of the Savings Bank
Supervisory Board Election Committee ................... The election committee of the Supervisory Board, see Section 17.5.1
(“Supervisory Board Election Committee”) of this Prospectus
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SpareBank 1 SMN - Prospectus
Underwriters ....................................................... The Underwriters listed in section 9.19 (“The Underwriting”)
Underwriting Agreement ...................................... The underwriting agreement entered into between the Underwriters and the
Savings Bank on 30 January 2012 regarding the underwriting of a portion of
the Rights Offering by the Underwriters, see Section 9.19 (“The Underwriting”)
of this Prospectus.
US Securities Act ................................................. The United States Securities Act of 1933, as amended
USD ................................................................... US dollars
VPS ................................................................... The Norwegian Central Securities Depository
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SpareBank 1 SMN - Prospectus
ANNEX 1 - ARTICLES OF ASSOCIATION OF SPAREBANK 1 SMN
ARTICLES OF ASSOCIATION
of
SpareBank 1 SMN
(into effect on 25.05.2011)
CHAPTER 1 NAME, HEAD OFFICE LOCATION, OBJECTS
Article 1-1 Name and registered head office
SpareBank 1 SMN was formed by the amalgamation of a number of previously independent savings
banks.
SpareBank 1 SMN shall have its registered head office in the City of Trondheim and branches in the
following municipalities:
Aure, Averøy, Bindal, Eide, Frosta, Fræna, Frøya, Førde, Grong, Hitra, Holtålen, Inderøy, Leksvik,
Levanger, Malvik, Melhus, Meråker, Midtre Gauldal, Molde, Namsos, Nærøy, Oppdal, Orkdal,
Overhalla, Rauma, Rennebu, Rissa, Røros, Skaun, Snåsa, Steinkjer, Stjørdal, Sunndal, Surnadal,
Trondheim, Verdal, Verran, Vestnes, Vikna, Åfjord, Ålesund and Årdal.
The objects of the bank are to promote saving by accepting deposits from an undefined range of
depositors and to manage the funds at its disposal in a secure manner in accordance with the
provisions of law governing savings banks at any and all times.
The savings bank may conduct all ordinary banking operations and banking services in accordance
with legislation and regulations in force at any and all times, and provide investment services within
the licences held at any and all times.
CHAPTER 2 CAPITAL
Article 2-1 Original capital
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.
Neither founders nor other parties are entitled to any return from the business beyond such dividends
as may be earned on the bank’s equity certificate capital.
Article 2-2 Equity certificates
The savings bank’s issued equity certificate capital is NOK 2.373.257.150,- divided into 94.930.286
equity certificates of NOK 25 each, fully paid-up.
The savings bank’s equity certificates shall be registered in the Norwegian Central Securities
Depository.
All acquisitions of equity certificates shall be notified to the savings bank within one month.
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SpareBank 1 SMN - Prospectus
Acquirers of equity certificates are entitled to vote once the acquisition has been registered in the
Norwegian Central Securities Depository.
CHAPTER 3 SUPERVISORY BOARD
Article 3-1 Tasks
The Supervisory Board of the savings bank shall ensure that the savings bank functions in accordance
with its objects and in conformity with legislation, articles of association and decisions of the
Supervisory Board.
Article 3-2 Composition
The Supervisory Board shall have 43 members and 32 alternates.
8 members and 8 alternates shall be elected by South Trøndelag, North Trøndelag and Møre and
Romsdal county councils in accordance with article 3-4 below.
8 members and 8 alternates shall be elected by the depositors in accordance with article 3-3 below.
10 members and 6 alternates shall be elected by the employees in accordance with Regulations of 23
December 1977 no. 9386 relating to employees’ right of representation on the governing bodies of
savings banks and commercial banks. The employees' election must be held before the end of
January.
17 members and 10 alternates shall be elected by the holders of equity certificates in accordance with
Regulations of 29 June 2009 no. 913 relating to equity certificates in savings banks, loan associations
and mutual insurance companies. The election must be held before the end of April.
Members of the Supervisory Board shall serve a 4 year term. Alternates elected from among the
depositors shall serve for 1 year. Alternates elected by the employees shall serve for 2 years.
Alternates elected by the county councils or the holders of equity certificates shall serve for 4 years.
At least three quarters of the members of the Supervisory Board shall be persons who are not
employed in the bank.
Article 3-3 Depositors’ election to the Supervisory Board
Depositors who hold and have held a deposit of at least NOK 500 with the bank for the last 6 months,
shall each year elect members and alternates distributed as follows:
Members Alternates
Election district I: 3 3
Election district II: 3 3
Election district III: 2 2
8 8
Of the members elected by depositors at the first election, at least one quarter shall stand down at
each of the next 3 elections after drawing of lots, and thereafter each year those who have served
longest. Lots shall be drawn by the Election Committee for the Supervisory Board.
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SpareBank 1 SMN - Prospectus
Only persons of full age may vote as personal depositors or as proxy for another depositor. No-one
may cast more than 2 votes, 1 on the basis of his own deposit and 1 as proxy for another depositor.
The depositors' election of members and alternates shall take place on election days in accordance
with rules laid down by the Ministry of Finance.
Depositors’ election of members and alternates shall take place on election days in accordance with
regulations laid down in pursuance of the Savings Banks Act section 8a, fifth paragraph.
The elections shall take place in the following voting districts:
Election
district I
Election
district II
Election
district III
Includes personal depositors who live in,
and corporate depositors whose
registered office is located in, the
following areas:
Includes personal depositors who live in,
and corporate depositors whose
registered office is located in, the
following areas:
Includes personal depositors who live in,
and corporate depositors whose
registered office is located in, the
following areas:
232
The counties of Nord-Trøndelag,
Nordland, Troms and Finnmark.
Areas not positively included in
Election district I or III.
The counties of Møre- og Romsdal
and Sogn- og Fjordane.
Only persons of full age who are entitled to vote under the rules of the first paragraph may be elected
by depositors as members of the Supervisory Board and as alternates, see the Savings Banks Act
section 8(a).
Elections under this article must be held before the end of April.
Members who have completed their term of office may be re-elected; see however Chapter 10.
Article 3-4 County councils’ election to the Supervisory Board
South Trøndelag, North Trøndelag and Møre and Romsdal county councils shall elect 8 members and
8 alternates every four years distributed as follows:
County council Members Alternates
South Trøndelag 3 3
North Trøndelag 3 3
Møre and Romsdal 2 2
Article 3-5 Equity certificate holders’ election to the Supervisory Board
The equity certificate holders’ election of members and alternates to the Supervisory Board shall take
place in accordance with Regulations of 29 June 2009 no. 913, section 3-9.
Holders of equity certificates who wish to participate in the election pursuant to article 3-2 shall notify
the bank accordingly within a given deadline which shall be specified in the notice and shall not expire
more than three days before the date of the election. Should an equity certificate holder fail to notify
his intention in time, he may be refused permission to participate in the election. Newspaper

SpareBank 1 SMN - Prospectus
announcements regarding the equity certificate holders' elections shall be run in Adresseavisen,
Trønder Avisa, Aftenposten and Romsdals Budstikke respectively.
CHAPTER 4 CONTROL COMMITTEE
Article 4-1 Composition and term of office
The Supervisory Board shall elect a Control Committee with 3 members and 2 alternates. Members
shall serve a 2 year term.
One member of the Control Committee shall have the qualifications required of judges under section
54 second paragraph of the Courts of Justice Act (13 August 1915 No. 5).
The Supervisory Board shall elect the chairman and vice-chairman of the Control Committee in
separate elections for a two-year term.
Section 4-2 Tasks
The Control Committee shall oversee the savings bank's activity in accordance with the Savings
Banks Act section 13 and instructions issued by the Supervisory Board and approved by the Financial
Supervisory Authority of Norway (Kredittilsynet).
CHAPTER 5 BOARD OF DIRECTORS AND AUDIT COMMITTEE
Article 5-1 Board of Directors’ composition and term of office
The Board of Directors comprises 7-10 members in accordance with resolutions of the Supervisory
Board with a maximum of 6 alternates.
The Supervisory Board shall elect 6-9 members and 3 alternates. The Supervisory Board shall in
addition elect 1 member and 1 alternate nominated by the employee-elected members of the
Supervisory Board. Efforts should be made to ensure a regional distribution among the members of
the Board of Directors.
The chairman and vice-chairman shall be elected by the Supervisory Board in separate elections for a
2 year term.
All elected members shall serve for 2 years and the alternates for 1 year. Of the elected members at
least one half shall stand down at the next election after drawing of lots, and thereafter each year
those who have served longest. Lots shall be drawn by the Election Committee.
Members and alternates who have completed their term of office may be re-elected, see however
Chapter 10.
Article 5-2 Board of Directors’ administrative procedure
The chairman shall convene meetings of the Board of Directors as often as the savings bank's activity
requires or when a Board member so demands.
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The Board of Directors shall be quorate when more than half the members are present. Resolutions
are valid when at least half the members present vote in favour. In the event of a tied vote, the
chairman of the Board or the meeting shall have the deciding vote.
The minutes of the Board shall be signed by those present who shall be jointly accountable, unless
any of them have recorded their protest in the minutes. Absent members shall acquaint themselves
with decisions taken in their absence.
Article 5-3 Board of Directors’ responsibilities and duties
The Board of Directors shall manage the activity of the savings bank in conformity with legislation,
the articles of association and further regulations issued by the Supervisory Board.
The Board of Directors shall be responsible for managing the funds at the disposal of the savings
bank in a secure and expedient manner. The Board of Directors shall ensure that the savings bank's
activity is satisfactorily organised and has a duty to ensure that bookkeeping and asset management
are subject to proper control.
The Board of Directors shall ensure that the savings bank has a good internal control system for
compliance with the provisions governing its business, including the savings bank’s set of values and
ethical guidelines
The Board of Directors shall draw up lending authorisation rules for the savings bank. These rules
shall make it clear to what extent persons other than the Board may grant loans and guarantees and
discount commercial paper.
The Board of Directors, or the person to whom it delegates such responsibility, shall fix interest rates
for deposits and loans, and the further terms and conditions for loans and for reception and
disbursement of deposits in accordance with such rules as may be issued by the Financial Supervisory
Authority of Norway.
The chairman of the Board of Directors, or the chief executive officer, or two other Board members
jointly, may represent the savings bank and bind the bank with their signatures.
The Board of Directors may grant power of attorney and other special powers.
The Board of Directors may authorise specifically designated employees to sign for the company.
The Board of Directors may lay down instructions for the day-to-day management of the savings
bank.
Article 5-4 Audit Committee
The bank shall have an Audit Committee which shall be elected by and from among the members of
the Board of Directors. The Audit Committee shall be a preparatory and advisory committee to the
Board of Directors.
The Audit Committee shall in aggregate shall have the competence needed for it to perform the tasks
required of it by the savings bank’s organisation and activity. At least one member of the Audit
Committee shall be independent of the savings bank’s activity and have qualifications in the field of
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SpareBank 1 SMN - Prospectus
accountancy or auditing. Members of the Board of Directors who are senior employees may not be
elected as members of the Audit Committee.
The Audit Committee shall:
(a) prepare the Board of Directors’ follow-up of the financial reporting process,
(b) monitor the systems for internal control and risk management as well as the bank’s internal
audit if such a function has been established,
(c) maintain ongoing contact with the bank’s statutory auditor regarding the audit of the annual
financial statements,
(d) assess and monitor the auditor’s independence, cf. Auditors Act, chapter 4, including in
particular the extent to which non-audit services delivered by the auditor or audit firm
represent a threat to the auditor’s or audit firm’s independence.
Article 5-5 Day-to-day management
The chief executive officer shall be responsible for the day-to-day management of the savings bank
and shall follow the instructions and the orders issued to him by the Board of Directors. Day-to-day
management shall not include decisions in matters which in the light of the bank's circumstances are
of an unusual nature or of major significance.
The chief executive officer shall ensure that the bank's bookkeeping is in conformity with legislation
and regulations and that asset management is conducted in a sound manner.
The chief executive officer has the right and the duty to participate in the Board of Directors’
consideration of matters and has the right to state his opinion, except where otherwise determined by
the Board of Directors in the individual case.
CHAPTER 6 ELECTION COMMITTEES
Article 6-1 Election Committee for the Supervisory Board
The Supervisory Board shall elect an Election Committee from among the members of the
Supervisory Board. The Election Committee shall consist of 4 members and 4 alternates and have
representatives from all groups represented on the Supervisory Board with 1 member and 1 alternate
from each group. The representative of the equity certificate holders on the Election Committee must
be a member of the Election Committee for the equity certificate holder selections.
The election shall be for 2 years at a time. Every year half of the members and alternates shall stand
down, the first time by the drawing of lots. Lots shall be drawn by the Election Committee. A
committee member who stands down may be re-elected, but not if this would mean a continuous
term of office exceeding 6 years. In such case the member may only be re-elected after he or she has
been out of the Election Committee for at least 1 year.
The Election Committee shall prepare the election of the chair and the vice-chair of the Supervisory
Board; the chair, vice-chair and other members and alternates of the Board of Directors; the chair,
vice-chair and other members and alternates of the Control Committee; the members and alternates
of the Election Committee described in this article.
The Board members and alternates to be elected from among the employees shall be nominated
solely by the employee representatives on the Election Committee.
Article 6-2 Election Committee for the equity certificate holder elections
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SpareBank 1 SMN - Prospectus
The equity certificate holders shall elect an Election Committee at the the equity certificate holders’
meeting, which shall have 3 members and 2 alternates. At least 1 of the members and alternates
must be a member of the Supervisory Board. The provisions of article 6-1 second paragraph on
election periods and terms of office shall have corresponding application.
The Election Committee shall prepare the the equity certificate holders' elections of Supervisory Board
members and their alternates, and the election of members and alternates of the Election Committee
described in this article.
Article 6-3 Election Committee for members elected from the depositors
Members of the Supervisory Board elected from among the depositors shall elect an Election
Committee of 3 members and 3 alternates, with 1 member and 1 alternate from each of the counties
of Møre og Romsdal, Nord-Trøndelag and Sør-Trøndelag. The provisions of article 6-1 first paragraph
shall have corresponding application.
The Election Committee shall prepare the election of members and alternates of the Supervisory
Board elected from among the depositors as well as members and alternates to the Election
Committee mentioned in this article.
CHAPTER 7 ANNUAL REPORT AND ACCOUNTS
Article 7-1
The Board of Directors shall ensure that the annual report and accounts (the profit and loss account,
the balance sheet and the directors' report) are submitted to the auditor and the Control Committee.
The annual report and accounts shall if possible be completed and ready for auditing by the end of
February.
When the auditor has submitted his report, see the Auditors Act section 5-6, and the Control
Committee has made its report with its recommendation as to whether the profit and loss account
and balance sheet should be adopted as the bank's financial statements, see the Savings Banks Act
section 13 seventh paragraph, the Board of Directors shall send the annual report and accounts, the
audit report and the recommendation of the Control Committee to all Supervisory Board members at
least 8 days before the meeting of the Supervisory Board to consider the annual accounts.
The Supervisory Board shall meet every year, as provided for in the Savings Banks Act section 11
first paragraph (b), to receive the report of the Board of Directors, the audit report and the Control
Committee's notification and to adopt the bank's accounts and the annual dividend on any equity
certificates.
Article 7-2. Dispatch of documents posted on the savings bank’s website
When documents related to matters to be considered by the Supervisory Board are made available on
the company’s website, the statutory requirement that the documents shall be sent to the members
of the Supervisory Board or to others required by law to receive such documents does not apply. The
same is true of documents which pursuant to law are to be included in or enclosed with notice of a
meeting of the Supervisory Board. A member of the Supervisory Board or others who are required by
law to receive such documents may none the less demand to be sent documents relating to matters
to be considered at a meeting of the Supervisory Board.
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CHAPTER 8 AUDIT
Article 8-1
SpareBank 1 SMN - Prospectus
The Supervisory Board shall appoint the auditor and fix his remuneration. If the bank is obliged to
have an Audit Committee under the Savings Banks Act section 17c, the Audit Committee’s statement
on the nomination for auditor shall be submitted to the Supervisory Board before the election.
Should the auditor resign, the chairman of the Supervisory Board may, together with the Control
Committee, appoint a new auditor to serve until the next meeting of the Supervisory Board, where
the final election shall be held.
The auditor shall examine the savings bank's annual report and accounts and its handling of its affairs
in general in conformity with law, regulations, the Articles of Association and any orders issued by the
Supervisory Board.
CHAPTER 9 PROFITS
Article 9-1
Profit on the bank's operations after deduction of dividend and distribution of gifts shall be added to
the savings bank reserves. The Financial Institutions Act section 2b – 18 first paragraph applies to the
calculation of profit.
Gifts may be granted in accordance with the Financial Institutions Act section 2b – 18.
CHAPTER 10 PERIOD OF SERVICE. RETIREMENT AGE
Article 10-1 Period of service for elected officers
No elected member or chairman of the Supervisory Board, the Control Committee or the Board of
Directors may hold office for a continuous period of more than 12 years or a total period of more than
20 years. A person who is unable to complete his period of service due to the provision of the
preceding sentence may not be elected or re-elected to any of the said offices.
Article 10-2 Retirement age for employees
The retirement age for the chief executive officer and other permanent employees of the bank is 67
years.
CHAPTER 11 SPECIAL RIGHTS OF EQUITY CERTIFICATE HOLDERS
Section 11-1 Redemption in the event of merger. Transitional provision
The Regulations relating to Equity Certificates, section 10, shall apply to equity certificate capital
(primary-capital-certificate capital) held by the bank as of 1 July 2009, unless a resolution in favour
of a merger is passed by the Supervisory Board with the same majority as that required for
amendment of the articles of association and which includes at least two-thirds of the votes cast by,
or on behalf of, the equity certificate holders (primary-capital-certificate holders).
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CHAPTER 12 AMENDMENT OF ARTICLES
SpareBank 1 SMN - Prospectus
Article 12-1 Amendment of articles
Amendments to these articles may be adopted by the Supervisory Board when a proposal to that
effect has been made at an earlier meeting. Such resolution is valid when at least two-thirds of those
present and at least half of the total number of Supervisory Board members vote in favour. The
resolution may not be implemented until approved by the King.
Article 12-2 Entry into force of the articles of association
These articles shall enter into force when they have been approved in conformity with the Savings
Banks Act section 5, last sentence. From the same time the present articles shall be rescinded; see
however the implementation rules laid down by the Ministry of Finance on 2 December 1977, cf. II(1)
of Act of 10 June 1977 amending the Savings Banks Act of 24 May 1961.
***
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SpareBank 1 SMN
Rights Offering
March 2012
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SUBSCRIPTION FORM
Complete information about the Rights Offering can be found in the prospectus dated 8 March 2012 (the “Prospectus”).
Subscription of new equity certificates will take place from and including 12 March to and including 26 March 2012 at 17:30 CET.
Subscriptions, in the form of correctly completed subscription forms, must be received by one of the subscription offices by 17:30
CET 26 March 2012. Subscriptions may also be completed on the internet through the link to subscription on one of the subscription
offices’ web sites. The subscription offices (“Subscription Offices”) are:
SpareBank 1 Markets AS
Olav Vs gt. 5, P.O. Box 1398 Vika
0114 Oslo
Fax: +47 24 14 74 01
www.sb1markets.no
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SpareBank 1 SMN Markets
Søndre gate 4, P.O. Box 4796 Sluppen
7467 Trondheim
Fax: +47 73 58 64 48
www.smn.no/markets
Swedbank First Securities
Filipstad Brygge 1, P.O. Box 1441 Vika
0250 Oslo
Fax: +47 23 23 80 11
www.first.no
SUBSCRIPTION PROCEDURES
Equity certificate holders in SpareBank 1 SMN per 6 March 2012, as registered in VPS 9 March 2012, will receive 0.3 subscription
rights per equity certificate owned as of the end of 6 March 2012. The total number of subscription rights will be rounded down to
the nearest whole subscription right. Each subscription right gives the right to subscribe for and be allocated 1 new equity certificate
with nominal value NOK 20. The subscription price is NOK 26 per equity certificate. The subscription rights will be registered in
the VPS and will be listed on Oslo Børs and be freely tradable during the subscription period. Note! Subscription rights must be
used to subscribe for new equity certificates or be sold during the subscription period, as they will have no value after the expiry of
the subscription period.
A subscriber may subscribe for more equity certificates than he/she/it has subscription rights for (oversubscription allowed).
Subscription without subscription rights is also allowed. The allocation criteria are set out in section 9.13 of the Prospectus. All
subscriptions are binding and irrevocable and may not be withdrawn, annulled or changed by the subscriber after they have been
received by the Subscription Offices. By signing this subscription form the subscriber confirms that he/she/it has read the Prospectus
and is eligible for subscription of new equity certificates on the terms and conditions outlined in the Prospectus. The subscriber
further represents that he/she/it has sufficient knowledge, understanding and experience in financial and business affairs to consider
the terms and risk factors involved in a decision to invest in SpareBank 1 SMN.
Allocation letters will be sent to subscribers on or about 30 March 2012. Payment for the allocated equity certificates will take place
3 April 2012. Such amount must be available on the bank account designated by the subscriber 2 April 2012. By signing this
subscription form, subscribers having a Norwegian bank account irrevocably authorise SpareBank 1 Markets AS to debit the bank
account specified on the subscription form for the subscription amount payable for the new equity certificates. Payment by direct
debiting is only available for subscribers with a Norwegian bank account. Subscribers who do not have a Norwegian bank account
or who subscribe for more than NOK 5 million, must contact one of the Subscription Offices for payment instructions. Overdue
payments will be charged with an interest at the applicable rate from time to time under the Norwegian Act on Interest on Overdue
Payment of 17 December 1976 No. 100, currently 8.75% per annum. Delivery of the allocated equity certificates will take place
when the capital increase has been fully paid and registered in the Norwegian Register of Business Enterprises, which is expected to
take place on or about 11 April 2012. The new equity certificates will not be tradable until they have been delivered to the
individual subscribers’ VPS accounts.
Regulatory issues: In accordance with the Markets in Financial Instruments Directive (“MiFID”) of the European Union,
Norwegian law imposes requirements in relation to business investments. In this respect, the Subscription Offices must categorise
all new clients in one of three categories: eligible counterparties, professional clients and non-professional clients. All subscribers in
the Rights Issue who are not existing clients of the Subscription Offices will be categorised as non-professional clients. Subscribers
can by written request to one of the Subsription Offices ask to be categorised as a professional client if the subscriber fulfils the
requirements of the Norwegian Securities Trading Act. For further information about the categorisation, information is available on
the Subscription Offices’ web pages – see below. The subscriber represents that he/she/it is capable of evaluating the merits
and risks of an decision to invest in SpareBank 1 SMN by subscribing for new equity certificates, and is able to bear the
economic risk, and to withstand a complete loss, of an investment in the new equity certificates.
DETAILS OF THE SUBSCRIPTION
Subscriber’s VPS account: No. of subscription rights: Number of new equity certificates subscribed for (For broker: consecutive no.):
(incl. over-subscription):
SUBSCRIPTION RIGHT’S SECURITIES NO.: ISIN 001 0637770 Subscription amount per equity
certificate:
NOK 26.00 =
NB! Only for subscribers with a Norwegian bank account.
I/we give SpareBank 1 Markets AS a one-time authorisation to debit my/our Norwegian
bank account for the allocated amount (no. of allocated equity certificates x subscription
price):
Subscription amount to be paid:
NOK
_________________________________________________________
(Norwegian bank account - 11 digits)
In accordance with the terms and conditions in the Prospectus, I/we irrevocably subscribe for the number of new equity certificates specified above.
Place and date
Must be dated in the subscription period
Binding signature. The subscriber must have legal capacity. When signed pursuant to an
authorisation, documentation in the form of a company certificate or power of attorney
should be enclosed.
INFORMATION ON THE SUBSCRIBER
First name: IN CASE OF CHANGES IN REGISTERED
INFORMATION, THE ACCOUNT OPERATOR MUST
BE CONTACTED.
Last name/company:
Street address (for private subscribers: home address):
Postal code and area, country:
Date of birth and national ID number (11 digits)/company registration number (9 digits): (MUST BE
COMPLETED)
Nationality:
E-mail address/Phone number (daytime):
This subscription form must be read in accordance with, and may only be distributed together with the Prospectus. In case of different information on the subscription form and in the Prospectus, the information in
the Prospectus shall prevail. The subscribers will not be registered as a customer by the Subscription Offices for any other transaction unless and until a complete customer registration form has been completed and
received by the Subscription Offices. The Rights Issue is subject to the Norwegian Money Laundering Act No. 11 of 6 March 2009 and the Norwegian Money Laundering Regulations No. 302 of 13 March 2009, see
section 9.11 of the Prospectus. For complete information about the Rights Issue, see the Prospectus. General Business Terms and Conditions: Subscription of new equity certificates are regulated by the
Subscription Offices’ general business terms and conditions, and guidelines for execution of orders, categorisation of customers as well as documents on risk factors, which are available on the following web sites:
SpareBank 1 Markets www.sb1markets.no, SpareBank 1 SMN Markets www.smn.no/markets and Swedbank First Securities www.first.no. Execution-only: This subscription form will be treated as an executiononly
instruction in the Rights Issue, ref. the Norwegian Securities Trading Act §10-11 (6), since the Subscription Offices are not in a position to determine whether an investment in the new equity certificates is
appropriate or not for the subscriber. Hence, the subscriber will not benefit from the protection of the relevant conduct of business rules in accordance with the Norwegian Securities Trading Act.

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SpareBank 1 SMN
Offentlig fortrinnsrettsemisjon
Mars 2012
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TEGNINGSBLANKETT
Fullstendig informasjon om Fortrinnsrettsemisjonen fremgår av prospektet datert 8. mars 2012 (“Prospektet”).
Tegning av nye egenkapitalbevis finner sted fra og med 12. mars til og med 26. mars 2012 kl. 17:30 norsk tid.
Tegning må skje i form av korrekt utfylt tegningsblankett som må være et av tegningsstedene i hende innen kl 17.30
den 26. mars 2012. Tegning kan også gjøres over internett ved å følge linken fra internettsiden til et av
tegningsstedene (“Tegningsstedene”). Tegningssteder er:
SpareBank 1 Markets AS
Olav Vs gt. 5, Pb. 1398 Vika
0114 Oslo
Fax: +47 24 14 74 01
www.sb1markets.no
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SpareBank 1 SMN Markets
Søndre gate 4, Pb. 4796 Sluppen
7467 Trondheim
Fax: +47 73 58 64 48
www.smn.no/markets
Swedbank First Securities
Filipstad Brygge 1, Pb. 1441 Vika
0250 Oslo
Fax: +47 23 23 80 11
www.first.no
VEILEDNING FOR TEGNEREN
Egenkapitalbeviseiere i SpareBank 1 SMN per 6. mars 2012, slik det fremkommer i VPS 9. mars 2012, vil motta 0,3
tegningsretter per egenkapitalbevis eiet ved utgangen av 6. mars 2012. Totalt antall tegningsretter som blir tildelt vil
bli rundet ned til nærmeste hele tegningsrett. Hver tegningsrett gir rett til å tegne og få tildelt 1 nytt egenkapitalbevis
pålydende NOK 20. Tegningskurs er NOK 26 per egenkapitalbevis. Tegningsrettene er registrert i VPS og vil være
børsnoterte og fritt omsettelige i tegningsperioden. NB! Tegningsrettene må benyttes til tegning av egenkapitalbevis
eller selges i tegningsperioden, da de vil være verdiløse etter tegningsperiodens utløp.
Det er anledning til å tegne flere egenkapitalbevis enn man har tegningsretter til (overtegning), samt å tegne uten
tegningsretter. Tildelingskriteriene fremgår av Prospektets avsnitt 9.13. Tegninger er bindende og ugjenkallelige og
kan ikke trekkes tilbake, annulleres eller endres av tegneren etter at de er mottatt av Tegningsstedene. Ved å signere
tegningsblanketten bekrefter tegneren å ha lest Prospektet og være berettiget til å tegne nye egenkapitalbevis på de
vilkår som er fastsatt der. Tegneren bekrefter at han/hun har tilstrekkelig kunnskap, forståelse og erfaring i finansielle
og forretningsmessige forhold til å være i stand til å evaluere omstendighetene og risiki ved en beslutning om å
investere i SpareBank 1 SMN.
Melding om tildeling vil bli sendt ut ca. 30. mars 2012. Betaling for de tildelte egenkapitalbevisene skal skje 3. april
2012. For at beløpet skal være disponibelt for belastning må det være dekning på tegnerens belastningskonto 2. april
2012. Tegneren gir, ved å signere tegningsblanketten, SpareBank 1 Markets AS en engangsfullmakt til å belaste en
norsk bankkonto for det beløp som skal betales for de tildelte egenkapitalbevisene. Tegnere som ikke har norsk
bankkonto eller som tegner for et beløp som er større en NOK 5 millioner, må kontakte et av Tegningsstedene for å
få informasjon om innbetaling. Forsinket betaling belastes med gjeldende forsinkelsesrente i henhold til
forsinkelsesrenteloven av 17. desember 1976 nr. 100, for tiden 8,75% p.a. Levering av de tildelte
egenkapitalbevisene vil skje når kapitalforhøyelsen er fullt innbetalt og registrert i Foretaksregisteret, noe som
forventes å skje ca. 11. april 2012. De nye egenkapitalbevisene kan ikke omsettes før de er levert den enkelte tegners
VPS-konto.
Regulatoriske forhold: I overensstemmelse med EUs ”Markets in Financial Instruments”-direktiv (”MiFID”),
oppstiller norsk rett krav relatert til finansielle investeringer. I denne forbindelse må Tegningsstedene klassifisere alle
nye kunder i én av tre kategorier: kvalifiserte motparter, profesjonelle kunder og ikke-profesjonelle kunder. Alle
tegnere i Fortrinnsrettsemisjonen som ikke er eksisterende kunder av et av Tegningsstedene, vil bli kategorisert som
ikke-profesjonelle kunder. Tegnere kan gjennom skriftlig henvendelse til et av Tegningsstedene be om å bli
kategorisert som profesjonelle kunder dersom de oppfyller vilkårene i verdipapirhandelloven. For nærmere
informasjon om kundekategorisering finnes informasjon tilgjengelig på hjemmesidene til Tegningsstedene – se
under. Tegneren bekrefter å kunne vurdere fordelene og risikoen knyttet til en beslutning om å investere i
Selskapet ved å tegne Nye Egenkapitalbevis, og å være i stand til å bære den økonomiske risikoen ved, og tåle
et fullstendig tap av, en investering i de Nye Egenkapitalbevis.
SPESIFIKASJON AV TEGNINGEN
Tegnerens VPS-konto: Antall tegningsretter: Tegner antall nye egenkapitalbevis
(For tegningssted: Løpenr.):
(inkl. overtegning):
VERDIPAPIRNR. FOR TEGNINGSRETTENE: ISIN 001 0637770 Innbetalingsbeløp per
egenkapitalbevis:
NOK 26,00 =
NB! Bare for tegnere med norsk bankkonto.
Jeg/vi gir med dette SpareBank 1 Markets AS en engangsfullmakt til å belaste min/vår
norske bankkonto for det tildelte beløp (antall tildelte egenkapitalbevis x tegningskurs):
I samsvar med vilkårene i Prospektet, tegner jeg/vi meg/oss ugjenkallelig for det antall nye egenkapitalbevis som angitt ovenfor.
Sted og dato
Må være datert i tegningsperioden
Totalbeløp å betale:
NOK
_________________________________________________________
(Bankkonto - 11 siffer)
Bindende signatur. Tegneren må ha rettslig handleevne. Dersom tegningsblanketten
signeres på vegne av et selskap eller i henhold til fullmakt, må dokumentasjon i form av
firmaattest eller fullmakt vedlegges.
OPPLYSNINGER OM TEGNEREN
Fornavn: VED ENDRINGER I FASTE OPPLYSNINGER, MÅ
KONTOFØRER KONTAKTES:
Etternavn/firma:
Gateadresse (for privatpersoner: boligadresse):
Postnummer og –sted:
Fødselsnummer (11 siffer)/organisasjonsnummer (9 siffer): MÅ FYLLES UT
Nasjonalitet:
E-post-adresse/Telefonnummer (dagtid):
Denne tegningsblanketten må leses i samsvar med, og kan bare distribueres sammen med Prospektet. Dersom det ikke er samsvar mellom informasjon i tegningsblanketten og i Prospektet, gjelder informasjonen i
Prospektet. Tegneren vil ikke bli ansett som en kunde av Tegningsstedene med hensyn til noen annen transaksjon med mindre og fram til fullstendig kunderegistreringsskjema er fylt ut og mottatt av
Tegningsstedene. Fortrinnsrettsemisjonen er underlagt hvitvaskingsloven av 6. mars 2009 nr. 11 og hvitvaskingsforskriften av 13. mars 2009 nr. 302, se Prospektets avsnitt 9.11. For fullstendig informasjon om
Fortrinnsrettsemisjonen, se Prospektet.
Forretningsvilkår: Tegningen av de Nye Egenkapitalbevisene reguleres av Tegningsstedenes standard forretningsvilkår, retningslinjer for ordreutførelse, dokumenter om kundeklassifisering samt dokumenter om
risiko som er tilgjengelig på følgende hjemmesider: SpareBank 1 Markets www.sb1markets.no, SpareBank 1 SMN Markets www.smn.no/markets og Swedbank First Securities www.first.no. Kun
gjennomføring: Denne tegningsblanketten har utelukkende som formål utføring/gjennomføring av ordre i Fortrinnsrettsemisjonen (“execution only”), jf. verdipapirhandelloven §10-11 (6), ettersom Tegningsstedene
ikke er i posisjon til å ta stilling til hvorvidt en investering i egenkapitalbevisene vil være hensiktsmessig for investoren. Tegneren vil dermed ikke nyte godt av beskyttelsen som ligger i relevante bestemmelser i
samsvar med verdipapirhandelloven.

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SpareBank 1 SMN
Ansatteemisjon
Mars 2012
TEGNINGSBLANKETT �
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Fullstendig informasjon om Ansatteemisjonen fremgår av prospektet datert 8. mars 2012 (“Prospektet”). Tegning av
nye egenkapitalbevis finner sted fra og med 12. mars til og med 26. mars 2012 kl. 17:30 norsk tid. Tegning må skje
via link på SPIN eller i form av korrekt utfylt tegningsblankett som må være tegningsstedet i hende innen kl 17.30
den 26. mars 2012. Tegningssted er:
SpareBank 1 SMN Markets, Verdipapirservice
Søndre gate 4, Pb. 4796 Sluppen
7467 Trondheim
Fax: +47 73 58 64 48
www.smn.no
Generell informasjon: Tegningskursen i ansatteemisjonen er NOK 26 per egenkapitalbevis. Tegninger er bindende
og ugjenkallelige og kan ikke trekkes tilbake, annulleres eller endres av tegneren etter at de er mottatt av
Tegningsstedet for Ansatteemisjonen. Ved å signere og innlevere denne Tegningsblanketten bekrefter tegneren å ha
lest Prospektet og å være berettiget til å tegne Egenkapitalbevis på de vilkår som der er fastsatt.
VPS-konto: Tegneren må ha VPS-konto med SpareBank 1 SMN som kontofører for å kunne tegne i
Ansatteemisjonen.
Tildeling: Tildeling av Egenkapitalbevis vil skje rundt 30. mars 2012. Hver Kvalifiserte Ansatt kan maksimalt bli
tildelt 3.000 Egenkapitalbevis i Ansatteemisjonen. Det vil bli foretatt forholdsmessig avkortning i tildeling i den
utstrekning det maksimale antall egenkapitalbevis som kan utstedes i Ansatteemisjonen ikke gir rom for full tildeling
til hver av tegnerne.
Bindingstid (Lock-Up): Ved å tegne i Ansatteemisjonen forplikter tegneren seg til ikke å avhende, pantsette eller på
annen måte forføye over de Nye Egenkapitalbevisene for en periode på ett år regnet fra registreringen av de Nye
Egenkapitalbevisene på tegnerens VPS-konto. Ansatteemisjonen vil bli registrert med et separat ISIN nummer, NO
001 0635394, som vil bli sperret for transaksjoner i bindingsperioden på 1 år.
Betaling: De Nye Egenkapitalbevisene forfaller til betaling 3. april 2012 (Betalingsdatoen). Ved signatur på denne
Tegningsblanketten gir tegneren SpareBank 1 SMN en ugjenkallelig engangsfullmakt til å belaste den nedenfor
spesifiserte bankkontoen for det tegningsbeløp som skal betales for de tildelte Egenkapitalbevisene, og overføre
beløpet til Sparebankens emisjonskonto. SpareBank 1 SMN er kun berettiget til å belaste den spesifiserte kontoen én
gang, men forbeholder seg retten til å gjøre inntil tre debiteringsforsøk. Fullmakten vil gjelde for en periode på inntil
syv virkedager etter Betalingsdatoen. Dersom det ikke er tilstrekkelige midler på kontoen, eller dersom det av andre
grunner ikke er mulig å debitere kontoen når et debiteringsforsøk gjøres i henhold til fullmakten fra tegneren, vil
tegnerens betalingsforpliktelse bli ansett for å være misligholdt. Tegneren er innforstått med at rettidig betaling er et
vesentlig vilkår ved tegning av Egenkapitalbevis. På denne bakgrunn forbeholder SpareBank 1 SMN seg retten til å
annullere tegningen dersom det ikke er dekning på den oppgitte bankkonto ved belastning på Betalingstidspunktet.
Tegneren bekrefter at han/hun har tilstrekkelig kunnskap, forståelse og erfaring i finansielle og
forretningsmessige forhold til å være i stand til å evaluere omstendighetene og risiki ved en beslutning om å
investere i SpareBank 1 SMN. Tegneren bekrefter å kunne vurdere fordelene og risikoen knyttet til en
beslutning om å investere i Sparebanken ved å tegne Nye Egenkapitalbevis, og å være i stand til å bære den
økonomiske risikoen ved, og tåle et fullstendig tap av, en investering i de Nye Egenkapitalbevis.
SPESIFIKASJON AV TEGNINGEN
Tegnerens VPS-konto: Tegner antall nye egenkapitalbevis
(For tegningssted: Løpenr.):
(Maks 3.000):
NB! Bare for tegnere med norsk bankkonto.
Jeg/vi gir med dette SpareBank 1 SMN en engangsfullmakt til å belaste min/vår norske
bankkonto for det tildelte beløp (antall tildelte egenkapitalbevis x tegningskurs):
����
Innbetalingsbeløp per
egenkapitalbevis:
NOK 26 =
I samsvar med vilkårene i Prospektet, tegner jeg/vi meg/oss ugjenkallelig for det antall nye egenkapitalbevis som angitt ovenfor.
Sted og dato
Må være datert i tegningsperioden
Totalbeløp å betale:
NOK
_________________________________________________________
(Bankkonto - 11 siffer)
Bindende signatur. Tegneren må ha rettslig handleevne. Dersom tegningsblanketten
signeres på vegne av et selskap eller i henhold til fullmakt, må dokumentasjon i form av
firmaattest eller fullmakt vedlegges.
OPPLYSNINGER OM TEGNEREN
Fornavn: VED ENDRINGER I FASTE OPPLYSNINGER, MÅ
KONTOFØRER KONTAKTES:
Etternavn:
Gateadresse:
Postnummer og -sted:
Fødselsnummer (11 siffer): MÅ FYLLES UT
Nasjonalitet:
E-post-adresse/Telefonnummer (dagtid):

Registered office and advisers
Registered Office
SpareBank 1 SMN
Søndregt. 4
N-7011 Trondheim
Norway
Tel: +47 07300
www.smn.no
Global Coordinator and Bookrunner
SpareBank 1 Markets AS
Olav Vs gate 5
N-0161 Oslo
Norway
Tel.:+47 24147400
www.sb1markets.no
Joint Lead Manager
Swedbank First Securities
Fillipstad Brygge 1
N-0115 Oslo
Norway
Tel.:+47 23238000
www.first.no
Legal Adviser to
the Savings Bank, the Global
Coordinator and the Joint
Lead Managers
SiMONSEN Advokatfirma DA
Filipstad Brygge 1
N-0252 Oslo
Norway
Joint Lead Manager
SpareBank 1 SMN Markets
Søndregt. 4
N-7011 Trondheim
Norway
Tel.:+47 73586570
www.smn.no/info
www.kursiv.no