Registration Document

Transcription

1 Prepared according to Commission Regulation (EC) No 809/ Annex XI

2 Important notice The is based on sources such as annual reports and publicly available information. This has been prepared in cooperation with the Arranger. This is subject to the general business terms of the Arranger. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Arranger may prevent employees of the Arranger who are preparing this presentation from utilizing or being aware of information available to the Arranger and/or affiliated companies and which may be relevant to the recipients' decisions. The Arranger and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this, and may perform or seek to perform financial advisory or banking services related to such instruments. The Arranger's corporate finance department may act as manager or co-manager for this Issuer in private and/or public placement and/or resale not publicly available or commonly known. Copies of this presentation are not being mailed or otherwise distributed or sent in or into or made available in the United States other than on the Issuer s web page. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The distribution of the may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. Verification and approval of the Registration Document by Finanstilsynet (The Financial Supervisory, Authority of Norway) implies that the may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the in any jurisdiction where such action is required. Page 2 of 20

3 Table of Contents: 1. Risk factors Persons responsible Definitions Statutory auditors Information about the issuer Business overview and organizational structure Market outlook Administrative, management and supervisory bodies Equity share capital and ownership structure Financial information concerning the issuer's assets and liabilities, financial position and profits and losses Documents on display Cross reference list: Page 3 of 20

4 1. Risk factors Credit risk Credit risk is the Bank s danger of losing money as a result of customers or counterparties being unable or unwilling to repay their debts to the Bank. The vast majority of the Bank s credit risk relates to loans, but credit risk also arises from the obligations of customers under leasing contracts, interest-bearing securities, currency services, guarantees and credit facilities. Concentration risk Concentration risk is the risk of losses that arises from lending a high proportion of capital to individual enterprises or limited geographic regions or industries. Market risk Market risk is the danger of losses related to unfavourable fluctuations in market prices, in the Bank case related to positions and activities in the interest rate, currency and stock markets. Liquidity risk Liquidity risk is the risk that the Bank will be unable to fulfil its obligations and/ or finance an increase in assets without significant additional cost, either because it has to realise losses on the sale of assets or because it has to make use of unusually expensive financing. The Bank distinguish between two types of liquidity risk: 1. The Bank s credit rating is downgraded as a result of high losses, but it still able to obtain financing through financial markets. 2. The Bank is unable to obtain financing due to high losses Operational risk By operational risk the Bank mean the risk of losses due to human error, external actions or failures and defects with the Bank s systems, procedures and processes. Compliance risk Compliance risk is the risk that the Bank will incur government sanctions, financial losses or loss or reputation as a result of failure to comply with laws, regulations and standards. Business risk/reputation risk The risk of unexpected fluctuations in income for other reasons than credit risk, market risk and operational risk is known as business risk. This can arise in various business or product segments, and may be related to changes in the economic climate and/ or changes in customer behaviour, for example due to changes in reputation and strategic misjudgements. For more information regarding The Banks risk factors see Annual Report note Page 4 of 20

5 2. Persons responsible Sparebanken Sogn og Fjordane having taken all reasonable care to ensure that such is the case, the information contained in the is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import Sparebanken Sogn og Fjordane Page 5 of 20

6 3. Definitions The Bank / Parent Company / The Issuer - Sparebanken Sogn og Fjordane The Group - Sparebanken Sogn og Fjordane and its subsidiaries NOK - Norwegian Kroner Page 6 of 20

7 4. Statutory auditors The Banks auditor for the period covered by the historical financial information in this has been Deloitte AS, Strandavegen 15, 6900 Florø, Norway Deloitte AS is member of The Norwegian Institute of Public Accountants. Page 7 of 20

8 5. Information about the issuer Sparebanken Sogn og Fjordane is a Norwegian savings bank established 1 April 1988 and regulated by the Savings Bank Act ( ) and the Financial Institution Act ( nr 40). The Company No is and its registered business address is Langebruvegen 12, 6800 Førde, Norway, and postal address is P.O Box 113, 6801 Førde, Norway. Phone: Website: Sparebanken Sogn og Fjordane is a bank in the county of Sogn og Fjordane, with total assets of NOK 35.2 billion and 279 full-time equivalent employees. The Bank has 22 branches and 17 bankin-shop outlets in the county, and is present in 21 of the county s 26 municipalities. It also has a branch in Bergen. 1 September 2010 the Bank merged with Fjaler Sparebank, and founded Sparebankstiftinga Sogn og Fjordane. Together with Sparebankstiftinga Fjaler they became the owner of Sparebanken Sogn og Fjordane. Retail banking market The Bank is a dominant player in the retail banking market in the county of Sogn og Fjordane. They have NOK 20.1 billion in outstanding loans to people in Sogn og Fjordane and the rest of Norway. This comprises 66% of their total lending. Deposits from retail customers total NOK 10.4 billion, representing 58% of total deposits. The Bank aims to have regional financial services centres offering financing, investment, estate agency and insurance products. They are the main agent for the sale and distribution of Gjensidige s insurance products to retail customers in Sogn og Fjordane. They also operate 34 cash machines, and 52,000 of their customers have signed up for online banking. Corporate banking market The Bank has NOK 10.4 billion of outstanding loans to businesses, primarily in the county of Sogn og Fjordane. This comprises 34% of the Bank s total lending. Corporate deposits total NOK 5.6 billion. Public sector Many of the municipalities in the county use Sparebanken Sogn og Fjordane as their main bank. In total, the municipal sector has NOK 1.5 billion of deposits held with Sparebanken Sogn og Fjordane. The Bank is a driving force in the county Sparebanken Sogn og Fjordane s vision is to be a driving force in the county. They aim to fulfill this vision by providing good advice and supplying capital to sound commercial projects and private individuals. They are also involved in a wide range of cultural ventures, and recognise the value of culture in the widest possible sense to the development of local communities. Consequently, they are the main sponsor of most of the big cultural events in the county, and they have set aside NOK 20 million of their profit for 2011 for charitable donations/dividends primarily aimed at supporting the voluntary sector. Quality of life, diversity and innovation are the keywords that guide their contributions. Group structure In addition to the Parent bank, the Group operates through a total of three subsidiaries and one associate. The Bank s areas of risk The Board of Sparebanken Sogn og Fjordane has set out frameworks for what risks the Bank can take in relation to the various categories of risk, and how those risks should be monitored. Exposure is measured and reported in accordance with principles and strategies drawn up by the Board. The Bank s risk management framework has been determined on the basis that the overall risk level shall be well within the limits that the Bank s equity allows. The Bank has developed a model for measuring the Bank s total risk, which uses the value at risk method. The model is the result of a collaboration between the Bank, Sparebanken Sør, Sparebanken Møre, Sandnes Sparebank and Gjensidige Bank, with the Norwegian Computing Center acting as consultant. The model calculates the level of unexpected losses based on various Page 8 of 20

9 confidence levels relating to the areas of credit risk, market risk and operational risk. The model is also used to calculate the Bank s liquidity risk. Credit Risk The Board provides the framework for the Bank s credit risk through its credit policy and rules on the granting of loans and credits. Each autumn the Board also adopts an annual credit strategy which provides guidelines for credit activities the following year. The Bank also has credit underwriting guidelines, and procedures for monitoring compliance during first and second line credit checking. Concentration risk Concentration risk is managed through the Bank s risk management frameworks, and is measured and assessed in annual stress tests/ scenario analyses relating to credit risk. Market risk The Board has placed limits on the Bank s permitted interest rate risk, as well as on its exposure to the stock and foreign currency markets. Periods of fixed interest for the Bank s assets and liabilities, arising from fixed rate loan and deposit products, also constitute a market risk. The Bank does not have a trading portfolio, and considers its market risk to be moderate. The Bank measures its market risk using a VAR analysis in the Bank s total risk model. Liquidity risk Provisions for the type of liquidity risk regarding the Banks credit rating are estimated in the total risk model. Liquidity risk as a result of losses leading to a credit rating downgrade is defined as a charge to equity through higher financing costs. This is a consequential risk, in the sense that it arises as a result of high losses in other areas making it difficult for the Bank to finance its borrowing requirements. The new rating derives from the overall loss. The higher risk premium is in turn a consequence of the new rating. The risk premium is simulated by assuming a normal distribution, with a specific expectation and a specific standard deviation. The liquidity requirement is entered in the total risk model, and multiplied by the change in the risk premium. The liquidity risk arising from the potential inability to obtain financing can be dealt with by having sufficient liquid assets to meet maturing obligations. Operational risk The Bank has established an incident database for the assessment, recording and measurement of operational problems. Business risk/reputation risk The Bank sets aside financial capital to cover losses as a result of business risk. We have developed a separate model to calculate the financial capital required for business risk, based on the Bank s budgets for revenue, expenses and losses. The Bank sets aside sufficient capital to cover unexpected losses due to business risk with a confidence level of 99.95%. Page 9 of 20

10 6. Business overview and organizational structure Sparebanken Sogn og Fjordane is an independent savings bank with products in banking, financing, insurance, savings, pension and payment services. Its main market is Sogn og Fjordane, but the Bank is also aggressively targeting the retail market in other major population centres in Norway. By volume, around 38% of retail loans are to customers who live outside the Bank s home county. Sparebanken Sogn og Fjordane s head office is in Førde, and they have branches in 21 of the 26 municipalities in Sogn og Fjordane. Including the Bergen branch, the Bank has a total of 23 branches, while it also offers basic banking services through 17 bank-in-shop outlets in Sogn og Fjordane. Sparebanken Sogn og Fjordane s vision is to be a driving force for the development of the county. It is essential to have a strong commercial focus, and produce good financial results, if they are to realise their vision of playing an important role in local society and business life. Page 10 of 20

11 Subsidiaries and associates Subsidiaries are defined as companies in which Sparebanken Sogn og Fjordane has a controlling stake through direct or indirect shareholdings or for other reasons, and owns more than 50% of the voting share capital or subordinated loan capital. Normally Sparebanken Sogn og Fjordane assumes that it has a controlling stake if it owns more than 50 percent of another company, but the Bank also assesses whether or not it actually has a controlling stake in practice. The following companies satisfy their criteria for subsidiaries: Company Shareholding and share of voting rights Bustadkreditt Sogn og Fjordane AS % Bankeigedom Sogn og Fjordane AS % Eigedomsmekling Sogn og Fjordane AS % Associates are companies over which Sparebanken Sogn og Fjordane wields significant influence, i.e. where it can influence the company s financial and operational guidelines, but over which it does not have control or joint control. Sparebanken Sogn og Fjordane assumes that it exercises significant influence over companies in which it has a shareholding of between 20 and 50 percent. The companies that satisfy our criteria for associates are: Company Shareholding and share of voting rights Fjord Invest AS - 45,3 % In 2009, Sparebanken Sogn og Fjordane established Bustadkreditt Sogn og Fjordane AS. The idea was that it would acquire mortgages with good collateral from the Bank, using covered bonds to finance its purchases. The company started operating in March To date, the company has issued bonds with a face value of NOK 4 billion, NOK 1.2 billion of which have been used in the government-backed swap scheme for covered bonds. In 2012 the Bank aims to increase the volume of covered bonds issued by Bustadkreditt Sogn og Fjordane AS. Sparebanken Sogn og Fjordane is responsible for the sale and distribution of Gjensidige s insurance products to retail customers in Sogn og Fjordane. The Bank offers estate agency services through Eigedomsmekling Sogn og Fjordane AS, which is a wholly-owned subsidiary of the Bank. Since 2006, Sparebanken Sogn og Fjordane has, through its collaboration with Gjensidige Forsikring, supplied a variety of specialist services to Gjensidige Bank ASA. As of 31 December 2011, the vast majority of this agreement had been terminated. The Bank has gathered most of its property management activities at its wholly-owned subsidiary Bankeigedom Sogn og Fjordane AS. The main activity of the company is managing the properties used by the Bank itself. The Bank also owns a 45.3% stake in Fjord Invest AS. Collaboration with other banks Sparebanken Sogn og Fjordane is an independent bank, but it collaborates with other banks on several joint development projects. It has a formal collaboration agreement with Gjensidige Bank, Sparebanken Sør and Helgeland Sparebank within the following areas: purchasing; management and operations related to purchasing; and development projects. The four banks have a joint agreement with EVRY ASA for the purchase of IT services. The aim of the collaboration and the agreement with EVRY ASA is to make Sparebanken Sogn og Fjordane more competitive in their operation, management and development of software solutions. Fjord Invest AS and associates Sparebanken Sogn og Fjordane helped to set up the Fjord Invest investment community in Førde, and it owns 45.3% of Fjord Invest AS, one of four private equity funds with combined capital of around NOK 400 million. The semi-public seed capital fund is also managed by Fjord Invest s asset management team in Førde. No additional capital was injected into Fjord Invest in Fjord Invest is an important addition to the financial services industry in the county. Collaboration with Sogn og Fjordane University College In 2011 the Bank worked with Sogn og Fjordane University College to establish and develop a Bachelor s degree in renewable energy. The collaboration has been running for three years, and the programme now has around 50 students, including a number of PhD students doing research on Page 11 of 20

12 various relevant topics. The programme has also been incorporated into the Centre for Sustainable Energy Studies (CenSES), which does research on a variety of issues related to renewable energy. Page 12 of 20

13 7. Market outlook 2011 was a challenging year, due to the uncertain economic climate in general and high loans losses in particular. Nevertheless, the Board of Directors can see that good progress has been made in many areas. The Bank has loyal, satisfied customers, and highly qualified employees. A number of restructuring measures have been successfully implemented, affecting both frontline and back-office staff. That has put us in a good position to deal with future challenges. At the start of 2012 it appears that a slight appetite for risk is returning to stock exchanges and bond markets around the world. There are still many uncertainties surrounding the European debt problems, and the European economy will probably grow slowly or contract in In the United States, on the other hand, the macroeconomic situation appears to be gradually improving. Nevertheless, global economic growth in 2012 will be dependent on the performance of developing economies. The Norwegian economy is in a strong position, and in comparison with the rest of Europe the prospects for 2012 are good. Two of the key factors are that employment will remain high and that most people s disposable incomes will increase. Competition for private sector customers will remain tough, with continuing pressure on customer margins. The large Norwegian and Nordic financial institutions are dictating the terms on which we have to compete. The Board of Directors still believes that the Bank will achieve strong growth in 2012, and that it will maintain its market position in the county of Sogn og Fjordane. In recent years the population of the county has remained flat, which means that it will remain important to grow in the retail market outside the county. The Board therefore believes that most of the Bank s growth in the retail banking market will come from outside its home county. Overall, the Bank expects loans to corporate customers in Sogn og Fjordane to level off. Businesses in Sogn og Fjordane have coped well during the past few years, but they are seeing a spalling out of some industries, and 2012 will be a challenging year for many enterprises. The construction industry remains strong, thanks to both the commercial and residential property markets. Capitalintensive activities such as commercial property construction are benefiting from low interest rates. Local export-oriented industries and tourism will obviously feel the effects of the turbulent situation in the international economy, in the same way as in other parts of Norway. In general we are noticing slightly less competition in certain segments of the corporate market, as the main focus of most banks is on looking after their own customers in these challenging times. Sparebanken Sogn og Fjordane has implemented processes and projects that will help to reduce loan losses and improve cost-efficiency. In the third quarter of 2011, Moody s gave Sparebanken Sogn og Fjordane a long-term credit rating of A3, with a Stable outlook. Bustadkreditt Sogn og Fjordane s covered bonds program has been given a long-term rating of Aaa. Page 13 of 20

14 8. Administrative, management and supervisory bodies BOARD OF DIRECTORS: Hallgeir Kleppe Chair CFO Fjord 1 Lives in Florø Randi Oddny Engen Deputy Chair CEO Farsund Bygg Førde Lives in Guddal, Fjaler Heidi Grande Røys Head teacher of kindergarten ( From member of the Norwegian government as Minister of Modernisation in 2005, renamed to Minister of Government Administration and Reform since 2006 )Lives in Florø Jan Petter Vadheim Deputy Managing Director Lerum Fabrikker - Lives at Kaupanger Sindre Kvalheim CEO LocalHost Lives in Måløy Anne Kristin Hjelle Jordal Partner Nordcap AS Lives in Bergen Aage Indrebø Principal elected representative MANAGEMENT: Arvid Andenæs CEO Mr. Andenæs is a member of the Board of Eiendomskreditt AS Kjetil Bjørset Director of Corporate Market Hallvard Klakegg Director of Retail Market Janne Marie Solheimslid Director of HR Trond Teigene Director of Business Development Frode Vasseth Director of Business Support Arve Sandal Director of Public Relations CONTROL COMMITTEE: Knut Jon Sunde, Førde (chair) Andreas Rønnekleiv, Førde (deputy) Ingrid Kassen, Florø (member) Page 14 of 20

15 EXECUTIVE COMMITTEE: Members constituency Sunnfjord: Alex Vassbotten, Flora Grete Marøy Sellevoll, Førde Martin Berntsen, Førde Lars Terje Standal, Flora Anne Marit Sølvberg Rygg, Naustdal Aud Kari Steinsland, Askvoll (deputy chair) Berit Seljeseth Osa, Flora Deputies constituency Sunnfjord: Grete Skaar Sunde, Jølster Sjur Hage, Gaular Members constituency Nordfjord: Bernt Reed, Gloppen (chair) Sissel Loen, Stryn Svein Fosse, Bremanger Karoline Bjerkeset, Gloppen Deputies constituency Nordfjord: Kjartan Aa Berge, Gloppen Olaug Solheim Rotihaug, Gloppen Members constituency Sogn with Bergen: Monica Åsnes, Leikanger Hallvard Oppedal, Gulen Jostein Bjarte Kråkås, Solund Monica Oppedal, Høyanger Finn B. Førsund, Hyllestad Deputies constituency Sogn with Bergen: Olav Lunden, Leikanger Kari Maria Rutle Fjærestad, Balestrand Members employees: Magnus Vie, Førde Dagfinn Nyhammer, Gloppen Ottar Dalsøren, Askvoll Ørjan Skåden, Stryn Nils Vegard Kvam, Sogndal Svein Follevåg, Askvoll Marit Lunde, Leikanger Jarle Nedrebø, Fjaler Elin Botnen Viken, Førde Susan Fagerstrøm, Førde Geir Haugen, Førde Deputies employees: 1. deputy: Torunn Steimler, Bergen 2. deputy: Marit Havn, Flora 3. deputy: Aslak Nyhammer, Gulen Repr. equity certificates: Jonn Helle, Fjaler Ingvard Flekke, Fjaler Trude Brosvik, Gulen Kjartan Strand, Flora Aslaug Nesje Bjørlo, Gloppen Kåre Furnes, Vågsøy Jon Gimmestad, Gloppen Bente Nesse, Høyanger Page 15 of 20

16 Viggo Leikanger, Naustdal Myrtel Janne Thomassen, Stryn Tom Joensen, Bremanger Tore Dvergsdal, Førde Anne Oline Gullaksen, Førde Geir Opseth, Førde Ole Vidar Øren, Årdal Trude Risnes, Leikanger Geir Holmen, Eid Hanne Marie Sæbø, Balestrand Deputies equity certificates: 1. deputy: Rolf Årdal, Førde 2. deputy: Gro Rukan, Flora 3. deputy: Lise Mari Haugen, Askvoll 4. deputy:jøril Hovland, Sogndal All the members of the boards, management, control committee and executive committee can be reached at the Issuer s registered business address in Førde. There are no conflicts of interests between any duties to the issuing entity of the persons in the board of directors or management and their private interests or other duties. Page 16 of 20

17 9. Equity share capital and ownership structure In June 2009, changes to the Financial Institutions Act paved the way for mergers and restructurings at Norwegian banks, partly by allowing primary capital certificates at savings banks to be converted into equity share capital. This capital can be held by a foundation, which thus becomes a shareholder in the bank that continues to operate. On 12 March 2010 the Executive Committee at Sparebanken Sogn og Fjordane and the Executive Committee at Fjaler Sparebank adopted an agreement to merge the two banks, which in practice would mean Sparebanken Sogn og Fjordane taking over Fjaler Sparebank s banking operations. At the same time, a decision was adopted to convert 87.5%, or NOK 1,783,500,000, of Sparebanken Sogn og Fjordane s primary capital into equity share capital. In the main agreement between Sparebanken Sogn og Fjordane and Fjaler Sparebank, it was agreed that Sparebankstiftinga Fjaler would receive a consideration of 1,064,530 equity certificates in Sparebanken Sogn og Fjordane, plus NOK 22,355,230 in cash. Of this, up to NOK 11,177,565 could be converted into equity certificates. Fjaler Sparebank requested that NOK 5,000,000 of the cash consideration be converted into equity certificates. This was done by increasing the Bank s equity share capital by issuing 1,069,530 new equity certificates with a face value of NOK 100. The merger of the two banks was completed on 1 September 2010, and Sparebankstiftinga Sogn og Fjordane and Sparebankstiftinga Fjaler were established. On 1 September 2010 the equity share capital was increased to NOK 1,894,953,000 through the issue of 18,949,530 equity certificates. At the time of its establishment, the Bank s primary capital amounted to NOK 270 million. The primary capital is represented by the depositor-elected members of the Bank s Executive Committee and holds 60% of voting rights. The owners of the equity certificates are limited to 40% of the votes on the Executive Committee. The Group s equity share capital and organisational structure at the close of the year was unchanged from when it was established in 2009, and comprised the following: Owner Ownership Number of Face Historical interest equity certificates value cost Sparebankstiftinga Sogn og Fjordane 94, Sparebankstiftinga Fjaler 5, Total 100, Sparebanken Sogn og Fjordane aims to achieve a profit that represent a good and stable return on equity. Profits shall provide the owners with a competitive, long-term return through dividends and increases in equity. The share of the net profit attributable to equity certificate holders allocated to dividends shall reflect the Bank s equity position. All equity certificate holders shall receive equal treatment. Page 17 of 20

18 10. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses Sparebanken Sogn og Fjordane s consolidated accounts and Parent Company accounts have been prepared in accordance with international accounting standards (IFRS International Financial Reporting Standards), which are approved by the EU. The financial information is incorporated by reference to as follow: Financial reports Q Q Parent Company Profit and loss account Page Page 22 Page 6-7 Page 5-6 Balance sheet Page 24 Page 23 Page 8 Page 7 Cash flow statement Page 26 Page 24 Page 11 Page 9 Notes Page Page Page Page Group Profit and loss account Page Page 22 Page 6-7 Page 5-6 Balance sheet Page 24 Page 23 Page 8 Page 7 Cash flow statement Page 26 Page 24 Page 11 Page 9 Notes Page Page Page Page Accounting principles Page Page Page Page 10 Auditors report Page 76 Page _UCBhZGhuFuZnbuLv5mEKlI80izfAARwN8Ol2NYPohstb- HqYGXhaBBsFWLoABV0MaWe3B7rdmPK0s3tU96juUd2jukd1j- oe1t2qe1q37xx7eetnpuph6kezi7u3pqnbqiz9jt08q7z8jqz0i3ns0xotk_ulckojbxhl- QAYPkww/dl3/d3/L0lJSklna21BL0lKakFBRXlBQkVSQ0pBISEvNEZHZ3NvMFZ2emE5SUFnIS83XzIyTE JDRkgyMDhJUTIwMjE5TzNISVRKTzIwL1ZDOHRTNTMwMjAwMDc!/?WCM_PORTLET=PC_7_22LBCFH 208IQ20219O3HITJO20n24701_WCM&WCM_GLOBAL_CONTEXT=/wps/wcm/connect/3890innhold/s sf+site/about/about+us/about+us/annual+and+interim+reports The historical financial information for 2011 and 2010 has been audited. The historical financial information for the interim reports has not been audited. At 31 December 2011, Sparebanken Sogn og Fjordane was involved in four court cases, but the outcome of the disputes will not have a material impact on the Group s business. The Bank constantly receives new claims relating to its operations. Provisions are made for losses where it is considered appropriate. Other than this there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the Issuer and/or Group's financial position or profitability There is no significant change in the financial or trading position of the Group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published. There has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements. Page 18 of 20

19 11. Documents on display For the life of the the following documents (or copies thereof), where applicable, may be inspected: (a) the memorandum and articles of association of the issuer; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer's request any part of which is included or referred to in the registration document; (c) the historical financial information of the issuer or, in the case of a group, the historical financial information of the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document. The documents may be inspected at or at the Issuer head office. Page 19 of 20

20 12. Cross reference list: In section 1 in the the information regarding risk factor are incorporated by reference to the Annual Report 2011 note In section 10 in the the financial information is incorporated by reference to Financial reports Q Q Parent Company Profit and loss account Page Page 22 Page 6-7 Page 5-6 Balance sheet Page 24 Page 23 Page 8 Page 7 Cash flow statement Page 26 Page 24 Page 11 Page 9 Notes Page Page Page Page Group Profit and loss account Page Page 22 Page 6-7 Page 5-6 Balance sheet Page 24 Page 23 Page 8 Page 7 Cash flow statement Page 26 Page 24 Page 11 Page 9 Notes Page Page Page Page Accounting principles Page Page Page Page 10 Auditors report Page 76 Page Information concerning 2011 is incorporated by reference from Sparebanken Sogn og Fjordane Annual Report Information concerning 2010 is incorporated by reference from Sparebanken Sogn og Fjordane Annual Report Information concerning Q is incorporated by reference from Sparebanken Sogn og Fjordane Third Quarter Information concerning Q is incorporated by reference from Sparebanken Sogn og Fjordane Third Quarter The financial reports are available at: _UCBhZGhuFuZnbuLv5mEKlI80izfAARwN8Ol2NYPohstb- HqYGXhaBBsFWLoABV0MaWe3B7rdmPK0s5tS3X4e-bmp-pH6UeZIYecZCFJl6W_s4Rni5W9koB- Zk5qemFypX5AbCgIR5fmOigA42Yj5/dl3/d3/L0lJSklna21BL0lKakFBRXlBQkVSQ0pBISEvNEZHZ3NvM FZ2emE5SUFnIS83XzIyTEJDRkgyMDhJUTIwMjE5TzNISVRKTzIwL0Z1c0ZXODM1MjAwMDE!/?WCM_P ORTLET=PC_7_22LBCFH208IQ20219O3HITJO20n24701_WCM&WCM_GLOBAL_CONTEXT=/wps/wc m/connect/3890innhold/ssf+site/about/about+us/about+us/annual+and+interim+reports Page 20 of 20