Equity certificates holders in SpareBank 1 SR-Bank would, on the date of the conversion, have their equity certificates replaced by shares in SpareBank 1 SR-Bank ASA. SpareBank 1 SR-Bank had issued 127 313 361 equity capital certificates that were exchanged on the date of the conversion for a corresponding number of shares in SpareBank 1 SR-Bank ASA.
Sparebankstiftelsen was allocated shares according to its fractional ownership, see above. This means that 72 176 308 shares were allocated to Sparebankstiftelsen SR-Bank.
That part of the primary capital that did not provide a basis for allocating shares to Sparebankstiftelsen were added to SpareBank 1 SR Bank ASA’s share premium reserve.
No. of old equity certificates 127 313 361
Fractional ownership 63,82 %
Total no. of new shares after the conversion 199 489 669
New shares Foundation 72 176 308 36,18 %
Existing owners 127 313 361 63,82 %
Nominal value of shares 25
Total share capital 4 987 241 725
Comments on the opening balance of SpareBank 1 SR-Bank ASA
The opening balance was prepared in accordance with International Financial Reporting Standards (IFRS).
The opening balance was set up on the basis of the resolution passed by the Board of SpareBank 1 SR-Bank on 27 October 2011 and recommendation concerning the resolution in the Supervisory Board of SpareBank 1 SR-Bank on 23 November 2011.
The resolutions were passed in accordance with section 2c-17 of the Financial Institutions Act, ref. the Limited Liability Companies Act, chapter 15 on conversions.
The opening balance has been prepared on the basis of SpareBank 1 SR-Bank’s financial statements as of 30 September 2011.
The continuity principle was applied when preparing the opening balance. The equity composition subsequent to the conversion has the same relative composition of restricted and unrestricted equity as prior to the conversion.
Distribution of dividends in 2011
As of 31 December 2011, SpareBank 1 SR-Bank was a savings bank that complied with the Financial Institutions Act. The dividend was therefore distributed in accordance with section 2b-18 of the Financial Institutions Act.
Because the fractional ownership and number of shares were stated as of 30 September 2011, the same fractional ownership was used for distributing the dividend on 31 December 2011.
NOTE 43 EVENTS AFTER THE BALANCE SHEET DATE
The stake in Bank 1 Oslo Akershus AS was reduced from 19.5% to 4.8% on 17 January 2013 through the sale of shares to Sparebanken Hedmark.
No material events have occurred after the balance sheet date on 31 December 2012 that affect the consolidated financial statements as prepared.
The proposed dividend is NOK 1.50 per share and will total NOK 384 million. (Continuation note 42)
To the Annual Shareholders’ Meeting of SpareBank 1 SR-Bank ASA Independent auditor’s report
Report on the Financial Statements
We have audited the accompanying financial statements of SpareBank 1 SR-Bank ASA, which comprise the financial statements of the parent company and the financial statements of the group. The financial statements of the parent company and the financial statements of the group comprise the balance sheet as at 31 December 2012, income statement, changes in equity and cash flow for the year then ended, and a summary of significant accounting policies and other explanatory information.
The Board of Directors and the Managing Director’s Responsibility for the Financial Statements
The Board of Directors and the Managing Director are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by EU, and for such internal control as the Board of Directors and theManaging Director determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements are prepared in accordance with the law and regulations and present fairly, in all material respects, the financial position for the parent company and the group SpareBank 1 SR-Bank ASA as at 31 December 2012, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by EU.
Report on Other Legal and Regulatory Requirements
Opinion on the Board of Directors’ report and statement of corporate governance principles and practices
Based on our audit of the financial statements as described above, it is our opinion that the information presented in the Board of Directors report and statement of corporate governance principles and practices concerning the financial statements and the going concern assumption, and the proposal for the allocation of the profit is consistent with the financial statements and complies with the law and regulations.
Opinion on Registration and Documentation
Based on our audit of the financial statements as described above, and control procedures we have considered necessary in accordance with the International Standard on Assurance Engagements ISAE 3000 “Assurance Engagements Other than Audits or Reviews of Historical Financial Information”, it is our opinion that management has fulfilled its duty to produce a proper and clearly set out registration and documentation of the company’s accounting information in accordance with the law and bookkeeping standards and practices generally accepted in Norway.
Stavanger, 5 March 2013 PricewaterhouseCoopers AS Gunnar Slettebø
State Authorised Public Accountant (Norway)
Note: This translation from Norwegian has been prepared for information purposes only.
The Audit Committee has supervised SpareBank 1 SR-Bank ASA and the Group pursuant to the law and the Supervisory Board’s instructions.
The Audit Committee has in connection with the year-end closing of the accounts for the 2012 financial year reviewed the
Board of Directors’ report, annual financial statements and auditor’s report for SpareBank 1 SR-Bank ASA. The committee finds that the Board’s assessment of the financial positions of SpareBank 1 SR-Bank ASA and the Group are fair, and recommends that the Board of Directors’ report and annual financial statements for the 2012 financial year be approved.