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 3,000equity 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.

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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.

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10.4 Timetable

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

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.