Election and establishment of Sparebankstiftelsen SpareBank 1 SMN through conversion of primary capital to equity share capital.

At its meetings on 25 of May 2011 the Supervisory Board adopted the following
decisions:
 
1th meeting
 
ITEM 6: Election of 1st alternate member to the Control Committee
 
Anne Lise Aunaas as new 1st alternate member for a period of one year.
 
2(nd) meeting
 
Item 5 Establishment of Sparebankstiftelsen SpareBank 1 SMN through conversion
of primary capital to equity share capital.
 
A) Proposal to convert book primary capital to equity capital instruments.
 
New equity capital instruments are issued by converting NOK 985,750.00 of book
primary capital, cf. the Financial Institutions Act Sections 2b-2 (2) and (3),
cf. Section 2b-23 (1) of the same, in accordance with the following:
 
    I. The equity share capital issued is increased by NOK 625,000.00, to NOK
       2,373,257,150.00, by issuing 25,000 new equity capital instruments, each
       with a nominal value of NOK 25.00.
   II. The issue price per equity capital instrument is NOK 39.43, established
       on the basis of book values excl. dividend per 31 December 2010.
  III. Share premiums after deductions for issue costs are transferred to the
       share premium reserve in their entirety, provided the Financial
       Supervisory Authority of Norway does not require otherwise as a condition
       for approval.
   IV. The pre-emption rights of equity capital instrument owners are waived.
       Sparebankstiftelsen SpareBank 1 SMN, currently under establishment, will
       subscribe for the equity capital instruments issued.
    V. Subscriptions for equity capital instruments are recorded in the minutes.
       The equity capital instruments are issued to the VPS account specified by
       SpareBank 1 SMN.
   VI. Settlement for the equity capital instruments will take place
       simultaneously with SpareBank 1 SMN converting its book primary capital
       to equity share capital at an amount equal to the subscription price, cf.
       the Financial Institutions Act, Sections 2b-2 (2) and 2b-3 (3).
  VII. The new equity capital instruments will grant to owners the same rights
       as the existing equity capital instruments, and will also grant to owners
       rights in SpareBank 1 SMN from the time the capital increase is
       registered with the Register of Business Enterprises, including rights to
       dividends allocated after the time of registration.
 VIII. Article 2-2, first paragraph, of the Articles of Association is amended
       to reflect the newly issued equity share capital and the new number of
       equity capital instruments after the capital increase.
   IX. This capital increase will be completed following approval from the
       Ministry of Finance/Financial Supervisory Authority, if necessary with
       the changes upon which such approval is contingent. The board of
       directors is authorized to make the changes/adjustments necessary to meet
       conditions for approval from the Ministry of Finance/Financial
       Supervisory Authority. In the event the board of directors deems these
       changes significant, they shall be presented to the supervisory board.
 
B) Establishment of  Sparebankstiftelsen SpareBank 1 SMN
 
"The board's proposed Memorandum of Incorporation for Sparebankstiftelsen
SpareBank 1 SMN, including proposals for appointments to the board of directors,
the general meeting and auditor, is adopted, along with the draft Articles of
Association for Sparebankstiftelsen SpareBank 1 SMN and draft opening balance,
cf. the Financial Institutions Act, Sections Sb-2 (2) and (3), cf. Section 2d-1
(1) of the same. The Board is authorized to finally approve the candidates
nominated by the Nord-Trøndelag county council.
 
The board is authorized to make changes to the draft Memorandum of
Incorporation, Articles of Association and opening balance required by the
conversion specified in Item A) at the establishment of  Sparebankstiftelsen
SpareBank 1 SMN, including making adjustments in the Memorandum of Incorporation
and Articles of Association for and opening balance of Sparebankstiftelsen
SpareBank 1 SMN, to meet conditions and requirements, if any, laid down by the
Ministry of Finance/Financial Supervisory Authority. In the event the board of
directors deems any of these changes significant, the changes must be presented
to the supervisory board."
 
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
 
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Source: SpareBank 1 SMN via Thomson Reuters ONE
 
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