INVITATION TO SUBSCRIBE
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1 Translation from Norwegian INVITATION TO SUBSCRIBE 1. Notices This invitation to subscribe (the «Invitation to Subscribe») has been prepared in connection with the private placement directed towards owners of equity certificates («ECs») in Sparebanken Vest (the «Bank») to be carried out in connection with the distribution of ordinary dividend for the fiscal year 2017 (the «Dividend Issue»). The background for the Dividend Issue is that the Bank wishes to give EC owners the option to receive the dividend for the fiscal year 2017 of NOK 3.75 per EC either in the form of cash, or in the form of new ECs. EC owners who do not participate in the Dividend Issue will receive cash dividend. This Invitation to Subscribe and the separate subscription form has been prepared in accordance with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the «STA».) sections 7 4 no. 7 and 7 5 no. 8, and the Norwegian Public Limited Companies Act of 13 June 1997 no. 45 section 10 7, cf. the Norwegian Financial Institutions Act of 10 April 2015 no. 17 section The Dividend Issue and the listing of the ECs in the Dividend Issue are not subject to the prospectus requirements under the STA, cf. sections 7 4 no. 7 and 7 5 no. 8 of the STA. This Invitation to Subscribe is not a prospectus and has therefore not been submitted to the Financial Supervisory Authority of Norway for approval. Nor does this Invitation to Subscribe constitute a recommendation to invest or advice about legal, financial, tax or other matters. Each individual subscriber must consider the terms of the Dividend Issue, the activities of the Bank, the risk factors and other circumstances of relevance for assessing participation in the Dividend Issue. Distribution of this Invitation to Subscribe is no guarantee that changes have not occurred in matters concerning the Bank, the ECs, the Dividend Issue or other circumstances described herein. The Bank accepts no responsibility to update the content of this Invitation to Subscribe in case of such changes. Any further announcements by the Bank regarding such circumstances will be deemed given upon publication through the Oslo Stock Exchange s information platform. Distribution of this Invitation to Subscribe is not subject to any restrictions in Norway. The Invitation to Subscribe is not an offer to subscribe for ECs in any jurisdiction where distribution of this Invitation to Subscribe or the presentation of such an offer is unlawful or demands special measures or permits. The person receiving the Invitation to Subscribe must consider such restrictions and act in accordance therewith. The ECs are not and will not be registered under the U.S. Securities Act of 1933, as later amended, and cannot be offered in the U.S. unless in accordance with an applicable exemption. Any disputes arising out of or in connection with this Invitation to Subscribe or the Dividend Issue are subject to Norwegian law with Bergen District Court as legal venue. 2. Details of the Bank and its equity certificate capital The Bank is a financial institution pursuant to the Norwegian Financial Institutions Act. The Bank is registered in the Norwegian Register of Business Enterprises with registration number The Bank s registered address is Jonsvollsgaten 2, 5011 Bergen, Norway, with postal address PO Box 7999, 5020 Bergen.
2 The Bank s current equity certificate capital is NOK , divided into ECs, each of NOK 25 fully paid. The Bank has only one class of ECs. The ECs are registered in the VPS with ISIN number NO The Bank acts as registrar for the ECs. The ECs are freely transferrable and listed on the Oslo Stock Exchange under the ticker «SVEG». The new ECs will be equal to the existing ECs from the date of registration of the Dividend Issue in the Norwegian Register of Business Enterprises. The new ECs cannot be transferred until the Dividend Issue has been registered in the Norwegian Register of Business Enterprises and on the individual subscriber s VPS account. The time of such registration will depend among other factors on the processing time in the Norwegian Register of Business Enterprises. It is expected that such registration will take place on or about 30 April Further information about the Bank, the ECs and the rights attached to the ECs are available on the Bank s website Further information regarding the Dividend Issue in particular are available at 3. The background for the Dividend Issue The equity of the Bank consists of an equity certificate capital and primary capital. As a bank issuing equity certificates since 1994, the Bank has sought to provide an attractive cash return to EC owners. The Bank on a consolidated basis is A-IRB-approved pursuant to the Basel II regulations, and report regulatory capital adequacy in accordance with both Basel II and the interim rules. The interim rules will continue until further. The Bank s capital standing at the year s end 2017 shows that the Bank meets all regulatory capital requirements by a good margin. The Bank has undergone a period of capital accumulation in recent years. In light of the fact that the capital targets have been met, the Board of Directors has evaluated the Bank s dividend policy. As a result, the Board of Directors adopted amendments to the Bank's dividend policy on 22 November From and including its allocation of profit for 2018, the Bank s dividend policy has be changed so that dividend will be distributed in proportion to the EC owners and the primary capital's relative share of the Bank's profit for the year. Sparebanken Vest's new dividend policy is as follows: «Sparebanken Vest's objective is to achieve results that provide good growth in earnings and a competitive return on the bank's equity. The profit for the year after tax shall be divided between the equity certificate capital and primary capital in proportion to their relative share of the bank's equity (the owner fraction). The equity certificate holders' share of the profit will be divided between dividend and the equalisation reserve. Sparebanken Vest will distribute a cash dividend to the equity certificate holders that will normally amount to 25-50% of their share of the profit. The distribution of primary capital's share of the profit will be the same percentage as for equity certificate holders. The potential for development and growth that creates value for the bank's owners, the expected profit development in a normalised market situation, external framework conditions and the need for core capital will be taken into account when determining dividend. The bank's dividend policy will form the basis for the resolutions proposed by the Board at the General Meeting» In order to start adjustment towards the new dividend policy, the Bank s General Meeting, following a proposal by the Board of Directors, has resolved to carry out the Dividend Issue, pursuant to which the EC owners are given the option to either receive the dividend for the fiscal year 2017 in the form of cash, or to use the net dividend amount (after deduction of any withholding tax) to subscribe for new ECs. The subscription price shall be equal to the volume-weighted average EC price on Oslo Stock Exchange the last five trading days of the subscription period, with the deduction of a discount of 2%. The Board of Directors will settle the subscription price in accordance therewith on or about 18 April EC owners who do not participate in the Dividend Issue will automatically receive cash dividend. Nonparticipating EC owners will have a diluted share of the equity certificate capital relative to participating
3 EC owners. 4. The formal basis for completion of the Dividend Issue On 16 March 2017, the Bank s General Meeting passed the following resolution regarding a private placement and a corresponding amendment to the Bank s Articles of Association: 1. The bank s equity certificate capital is increased with minimum NOK 25 and maximum NOK , by issuance of minimum 1 and maximum equity certificates, each with a par value of NOK The subscription price shall be equal to the volume-weighted average equity certificate price on Oslo Stock Exchange the last five trading days of the subscription period, with the deduction of a discount of 2%. The Board of Directors settles the subscription price in accordance therewith. 3. The new equity certificates can only be subscribed for by equity certificate owners who are entitled to receive ordinary cash dividend for the financial year 2017, i.e. the bank s equity certificate owners as per expiry of 16 March 2018, as registered in the bank s equity certificate registry in VPS as per 20 March 2018 («Eligible EC owners»). The new equity certificates may not be subscribed for by equity certificate owners in jurisdictions in which subscription or an offer for subscription is unlawful without any action being taken. In other respects, the pre-emptive rights of the equity certificate owners to participate in the dividend issue are waived. 4. Each Eligible EC Owner may subscribe for an amount equal to the sum of the ordinary dividend for the financial year 2017 which the Eligible EC Owner is entitled to receive for all equity certificates owned, which is NOK 3.75 per equity certificate. The total subscription price shall be rounded down to the nearest whole number of equity certificates that may be subscribed for this sum. Subscription can only be made in whole numbers of equity certificates. Oversubscription is not allowed. If an Eligible EC Owner owner has equity certificates registered in several VPS accounts, then the subscription rights will be calculated separately for each such account. 5. The subscription period is from 3 April 2018 at 09:00 (Norwegian time) until 17 April 2018 at 16:30 (Norwegian time). Subscription shall be made electronically or on a separate subscription form. 6. The equity certificate capital contribution shall be settled within 11 May 2018, and only be way of set-off against the Eligible EC Owner s claim for earned and declared, but not disbursed, ordinary dividend for the financial year Eligible EC Owners who choose not to subscribe in the dividend issue will receive ordinary dividend for 2017 of NOK 3.75 per equity certificate in cash. Similarily, Eligible EC Owners who do not qualify for a whole number of new equity certificates will receive dividend for the shortfall in cash. 8. The new equity certificates will be entitled to dividend from the date of registration of the capital in the Norwegian Register of Business Enterprises. 9. The estimated costs in connection with the dividend issue are NOK The premium after deduction of the costs related to the dividend issue is distributed in accordance with the Norwegian Financial Institutions Act section Completion of the dividend issue is subject to approval by the Financial Supervisory Authority of Norway. 12. The articles of association section 2-2 are amended to reflect new equity certificate capital and number of equity certificates following the dividend issue. The Board of Directors is authorised to make such amendments.
4 The minutes from the General Meeting, the notice with appendices (including the auditor s report pursuant to the Public Limited Companies Act section 10 2 para. 3, cf. section 2 6, and the Board of Directors proposal for resulution in accordance with section 10 3), the Bank s Articles of Association, the Bank s annual accounts and report for the past two years, as well as other subscription material are available on the Bank s website Completion of the Dividend Issue is subject to approval by the Financial Supervisory Authority of Norway. The application for such approval is currently being processed by the the Financial Supervisory Authority, and is expected to be completed on or about 20 April Determination of the subscription price As follows from the General Meeting s resolution, the subscription price shall be equal to the volumeweighted average equity certificate price on Oslo Stock Exchange the last five trading days of the subscription period, with the deduction of a discount of 2%. The backgroun for the discount is that the Bank wishes to give the EC owners an incentive to subscribe for new ECs rather than to receive cash dividend. The Board of Directors will settle the subscription price in accordance therewith on or about 18 April Please note that the trading price and the value of the ECs may fall below the subscription price in the future. 6. Other terms in the Dividend Issue 6.1 Subscription of ECs in the Dividend Isse Subscription period etc. The subscription period will be from and including 3 April 2018 at 09:00 hours (Norwegian time) to and including 17 April 2018 at 16:30 hours (Norwegian time). EC holds eligible to receive dividend for the fiscal year 2017 may participate in the Dividend Issue, i.e. the Bank s EC owners as per expiry of 16 March 2018, as registered in the Bank s equity certificate registry in VPS as per 20 March Transferrable subscription rights are not issued. The right to participate in the Dividend Issue cannot be sold or transferred in any way. Each EC owner can subscribe for an amount equal to the sum of the dividend that such EC owner is entitled to receive for all ECs owned, rounded down to the subscription price for the nearest whole number of new ECs that can be subscribed for that amount. It is not possible to subscribe for a greater or lesser number of ECs. Any shortfall will be paid in cash. EC owners for whom the Bank must withhold tax on dividend, can only subscribe for the net amount after deduction of withholding tax Electronic subscription Subscription in the Dividend Issue can be done electronically through the VPS Subscription Client. A link to VPS Subscription Client is available on All EC owners who are eligible to subscribe in the Dividend Issue have or will receive a letter from the Bank with personal login details. Subscription can also be done electronically through VPS Client Services, provided you have an active account. Electronic subscriptions are encouraged. When subscribing electronically, subscription must be completed within 17 April at 16:30 hours (Norwegian time) in order to be valid. The subscriber shall bear the risk for any delays in data communication or internet connection or other circumstances that prevents subscriptions from being completed within the deadline. The Bank reserves the right to disregard any electronic subscriptions that are completed after the deadline, or any incorrect or incomplete subscriptions. In the event that a subscription is disregarded, the subscriber will automatically receive cash dividend. The subscription is irrevocable for the subscriber from completion
5 of the electronic subscription Manual subscription Subscription in the Dividend Issue may alternatively be done manually by filling out the subscription form available on The subscription form must be filled out correctly and returned by postal mail or to Norne Securities AS (the «Settlement Agent»). The subscription venue for manual subscriptions is: Norne Securities AS PO Box Bergen Tel.: (+47) When subscribing manually, a correctly filled out and dated subscription form must have been received by the Settlement Agent within17 April 2018 at 16:30 hours (Norwegian time). It is not sufficient that the subscription form has been postmarked within the deadline. The subscriber shall bear the risk of any delays in postal mail or any other circumstance that causes the subscription form to not be received within the deadline. The Bank reserves the right to disregard subscription forms received after expiry of the subscription period, subscription forms that are incorrect or incomplete, or subscription forms not signed correctly. In the event that a subsription is disregarded, the subscriber wil automatically receive cash dividend. Subscriptions are irrevocable for the subscriber from receipt of the subscription form by the Settlement Agent. 6.2 Settlement Settlement takes place by way of set-off against the subscriber s claim for ordinary dividend for the fiscal year As a result thereof, the subscriber must declare that settlement shall take place by way of set-off, as indicated in the electronic subscription solution, alternatively the manual subscription form. 6.3 Costs Costs related to the Dividend Issue are covered by the Bank. The premium after deduction of the costs related to the Dividend Issue is distributed in accordance with the Norwegian Financial Institusion Act section Subscribers will not be charged broker s commission or other costs in connection with the subscription. 7. Taxation 7.1 Introduction The summary below regarding certain tax matters is based on the laws in force in Norway as of the date of this Invitation to Subscribe. The summary does not purport to be a comprehensive description of all relevant tax considerations, nor does the summary purport to be any legal or fiscal guidance to specific taxpayers. Subscribers may be subject to special tax provisions, thus, subscribers are on a general basis advised to consult with a tax advisor in order to identify their own tax position. 7.2 General As a general rule, private limited liability companies and equal companies and associations are considered as taxable entities. A savings bank is considered as an equal company pursuant to the Norwegian Tax Act of 26 March 1999 no. 14 (the «NTAs», section 10 1, cf. section 2 2, first paragraph. Thus, ECs in savings banks are, for tax purposes, treated in the same way as shares. The savings bank cannot claim deductions in taxable income for distributed dividends from ECs.
6 7.3 Taxation of investors who are resident in Norway for tax purposes Dividends and capital gains derived from ECs EC holders who qualify for the tax excemption method Income from ECs, dividends from ECs and capital gain upon the realisation of the ECs (or by liquidation of the Bank), are covered by the tax exemption method. The tax exemption method applies to private limited liability companies, public limited companies, savings banks and other self-employed finance companies, mutual insurance companies, cooperatives, mutual funds, foundations, inter-municipal companies and companies which are wholly owned by state, municipality and county («Qualifying Subjects»). According to the tax exemption method, only 3 percent of the dividends are taxed as ordinary income (taxed at a flat rate of 23 percent), giving an effective tax rate of 0.69 percent. Capital gains upon realisation are entirely exempt from taxation and losses upon realisation are correspondingly not deductible. Thus, costs related to the acquisition and realisation of ECs that Qualifying Subjects have had to a broker or similar are not deductible for tax purposes. The same applies to dividends and capital gains on ECs owned by partnerships (general partnerships, limited partnerships etc.). Distribution of dividends in-kind, by distribution of new ECs, is taxed in the same way as ordinary dividends, as described for Qualifying Subjects above. The market value of the distributed ECs will then be the basis for the taxation EC holders who qualify for the Shareholder model The Shareholder model applies to personal EC holders («Personal Owners») resident in Norway for tax purposes, cf. NTA section Income from ECs, dividends and capital gains on the realisation of ECs, are taxable as ordinary income if the income exceeds the annual tax-free allowance. Correspondingly, losses upon realisation are deductible in the Personal Owner's ordinary income. The tax-free allowance is calculated on an EC-by-EC basis per 31 December of the income year. The allowance is calculated by multiplying the cost price of the EC with a risk free interest rate. The rate is determined by the Ministry of Finance on an annual basis. Income which exceeds the allowance is increased and multiplied with a factor of 1.33 and taxed at a tax flat rate of 23 percent, giving an effective tax rate of percent, regardless of how long the Personal Owner has owned the ECs and how many ECs the Personal Owner owns in total. Any part of the calculated allowance one year exceeding the distributed dividends on the EC («excess allowance») may be carried forward and set off against future dividends, or gains upon realisation of, on the same EC, and will be attributed to the basis for the allowance calculation. Excess allowance cannot generate a deductible loss. Allowance in the realization year is attributed to the new owner. Distribution of dividends in-kind, by distribution of new ECs, is taxed in the same way as ordinary dividends, as described for Personal Owners above. The market value of the distributed ECs will then be the basis for the taxation. If an investor owns several ECs in the same bank or company, the first acquired ECs are considered to be realised first (first in - first out principle). The Personal Owner's costs related to the acquisition and realisation of ECs are not directly deductible in the Personal Owner's income, however, the costs are capitalised and attributed to the acquisition cost/ cost price of the EC. Personal Owners who own ECs through a share savings account (Norw.: aksjesparekonto) are not taxed for capital gains upon the realisation of ECs. Thus, the untaxed gains may be reinvested in shares, equity certificates and funds that qualify for the exemption for share savings accounts. Gains from the realisation of ECs are taxed upon the Personal Owner's withdrawal from the share savings account and to the extent that the withdrawal exceeds the Personal Owner's total paid-up capital. Dividends from
7 ECs owned through a share savings account are taxed on an ongoing basis at the level of the Personal Owner as described above. If the withdrawal from the share savings account exceeds the paid-up capital and allowance, the Personal Owner will be taxed as Personal Owners without a share savings account and at the rate of 30.59%. The allowance is calculated on the basis of the deposit amount on the share savings account and not on the basis of the cost price of the individual EC. The basis for calculating the allowance is set to the lowest deposit in the account during the income year, plus any excess allowance from previous years. The allowance is assigned the holder of the account as of 31 December of the income year. If a Personal Owner moves abroad and is no longer considered tax resident in Norway, the Personal Owner is taxed as if the ECs were sold the day before the Personal Owner was considered to be tax resident in the new state according to the NTA or applicable tax treaty, cf. the NTA section The basis for the exit tax is set at the market value of the ECs at the time of the emigration. The exit tax is only triggered if the net gain exceeds NOK Other shares, ECs or other securities that the Personal Owner may own are included in this calculation. An extension of payment will be given if the Personal Owner provides adequate security for the payment obligation. An extension is automatically granted if the Personal Owner moves to an EEA state, where Norway in accordance with international agreement, may require information and assistance for debt collection. The calculated exit tax can be reduced or lapse as a result of events occurring after the emigration, e.g. if the EC is sold at a lower value than the market value at the time of the emigration Wealth tax ECs are included in the basis for the computation of wealth tax imposed on Personal Owners. The value of an EC is set at 80 percent of the market value as of 1 January in the year of the tax assessment. The wealth tax rate is currently 0.85%. The threshold for imposing wealth tax is NOK Qualifying Subjects are not subject to net wealth tax, the same applies for municipals and counties with the reservations that follows from NTA section Taxation of EC holders who are not resident in Norway for tax purposes Introduction This section is a short summary of Norwegian tax legislation applicable for EC holders who are not resident in Norway for tax purposes («Foreign Owners»). The potential tax liability for Foreign Owners in the state in which they are tax resident will depend on the tax legislation in such state and any applicable tax treaty between Norway and the relevant state Dividends from ECs Dividends distributed to Foreign Owners, both personal owners and companies, are as a general rule subject to 25 percent withholding tax in Norway, unless the applicable tax treaty between Norway and another state has a reduced rate, or the recipient is covered by the special provisions on EC holders resident within the EEA (see below). If the EC holder is tax resident in a state with whom Norway has a tax treaty, the withholding tax rate is normally reduced to 15 percent or less. If the Foreign Owner is a general partnership or is considered as transparent for tax purposes, the tax treatment will depend on the tax treatment of the underlying owners. Dividends distributed to personal EC holders tax resident within the EEA are subject to Norwegian withholding tax at the regular rate of 25 percent or possibly a lower rate if the state in which the EC holder is tax resident has a tax treaty with Norway. However, such EC holders can individually apply to Norwegian tax authorities for a refund of withholding tax, to the extent that the 25 percent withholding tax on dividends reduced by the tax-free allowance (see above) is lower than the withholding tax according to the applicable tax treaty. Foreign EC holders who are considered to be equivalent to Qualifying Subjects (as mentioned above) and tax resident within the EEA are, irrespective of tax treaties, exempt from Norwegian withholding tax on dividends, provided that the EC holder is the beneficial owner of the EC, actually established in an EEA state and carries out genuine economic activity in such state.
8 The Bank has the responsibility to deduct withholding tax on dividends. The deduction shall be made before payment of (net) dividends takes place. Foreign Owners who have paid withholding tax at a higher rate than what follows from Norwegian domestic law or an applicable tax treaty may apply to Norwegian tax authorities for a refund of withholding tax. If the EC holder is tax resident abroad but carries out business activities in Norway and the ECs are connected to this business, the dividends are taxed in accordance with the same rules that apply for EC holders tax resident in Norway, see above. Foreign Owners should consult with tax advisors regarding the possibility of achieving a reduced withholding tax rate under a tax treaty, and the possibility of reclaiming additional paid withholding tax. Distribution of dividends in-kind, by distribution of new ECs, is taxed in the same way as ordinary dividends, as described for Foreign Owners above. The market value of the distributed ECs will then be the basis for the taxation. However, since the Bank is responsible for deducting the withholding tax on the dividends, Foreign Owners will only receive a number of EC which is equal to the net distributed dividend (ergo dividends after the deduction of withholding tax). This is described in more detail above Realisation of ECs EC holders who are not resident in Norway for tax purposes are on a general basis not taxable to Norway for any gain on the realisation of ECs. However, if the EC holder carries out business in Norway and the ECs are connected to or owned through such business, the gains are taxed in accordance with the same rules that apply for EC holders tax resident in Norway, see above. The tax liability may be limited in accordance with Norwegian domestic law or in tax treaty between Norway and the state in which the EC holder is tax resident Wealth tax Foreign Owners are not subject to wealth tax to Norway for their ECs in a Norwegian savings bank, unless the EC holder is an individual and the ECs are owned in a business in Norway in which the EC holder carries out or participates in.
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