PLANEADOR DE PROYECTO DE AULA #2 Eje: Territorio y Cosmovisión Nombre del proyecto:

The Savings Bank has several affiliates owned in cooperation with the SpareBank1 Alliance. These companies are described in section 12.8 (The SpareBank1 Alliance).

12.7.1 Polaris Media ASA

After acquiring 18.81% of the shares of Polaris Media ASA on 28 March 2011, the Group owns 23.45% of the shares in Polaris Media ASA. Polaris Media ASA is therefore classified as an affiliate of the Group.

The shares were taken over at a total value of NOK 248 million distributed on NOK 9.2 million shares. In addition, dividends worth NOK 13.8 million were paid in the second quarter of 2011. The book value of the shares as of 31 December 2011 was NOK 332 million. This includes the Group`s estimated share of the profit from the date of acquisition of the shares which was taken to income in an amount of NOK 22.9 million.

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12.8 The SpareBank 1 Alliance

The SpareBank 1 banks operate an alliance and develop product companies through the jointly owned holding company SpareBank 1 Gruppen.

The paramount objective of the SpareBank 1 Alliance is to assure the individual bank’s independence and regional identity through strong competitiveness, profitability and financial soundness. The Alliance is among the largest providers of financial services in Norway and a fully-fledged alternative to traditional financial groups. The overall goal of the SpareBank 1 Alliance is to secure the individual alliance banks’ independence and regional foundations through strong competitiveness, profitability and solidity. The parties to the Sparebank 1 Alliance agreement are the Savings Bank, Sparebank 1 SR-Bank, Sparebank 1 Nord Norge, Sparebanken Hedmark and Samarbeidende Sparebanker Utvikling DA. The alliance cooperation is organized within a system of three pillars. The first and principal pillar constitutes the non-financial cooperation through Alliansesamarbeidet Sparebank 1 DA (“ASB1”). The financial cooperation is carried out within the two other pillars, either as shareholder in SpareBank 1 Gruppen AS or as shareholder in other companies, i.e. SpareBank 1 Boligkreditt and BN Bank ASA. Sparebank 1 Boligkreditt and the banks with holdings in Sparebank 1 Boligkreditt, including the Savings Bank, may be required to buy shareholder notes issued by Sparebank 1 Boligkreditt in the event that Sparebank 1 Boligkreditt does not have sufficient funds to repay covered bonds issued by Sparebank 1 Boligkreditt. Sections 12.7.1 ("The SpareBank 1 Alliance Structure") and 12.8.1.1 ("SpareBank 1 Gruppen AS") below provide an overview of the SpareBank 1 Alliance and SpareBank 1 Gruppen AS, whereas Sections 12.8.1.2 through 12.8.1.5 provide an overview and discussion of companies jointly owned by members of the SpareBank 1 Alliance. The current set of contract terms pertaining to the SpareBank 1 Alliance and the SpareBank 1 banks rights and obligations in this regard have been approved by the FSAN.

12.8.1 The SpareBank 1 Alliance Structure

In addition to SpareBank 1 SMN, SpareBank 1 Gruppen is owned by SpareBank 1 SR-Bank ASA, SpareBank 1 Nord-Norge, SpareBank 1 SMN, Sparebanken Hedmark, Samarbeidende Sparebanker AS (15 savings banks in Southern Norway), and the Norwegian Confederation of Trade Unions (LO) and affiliated trade unions. The figure below illustrates the members of the SpareBank 1 Alliance and their ownership in SpareBank 1 Gruppen AS (with subsidiaries), and the jointly owned companies BN Bank ASA, Bank 1 Oslo Akershus AS, SpareBank 1 Boligkreditt AS and SpareBank 1 Næringskreditt AS, as of 1 January 2012.

111 SMN Holdings SR-Bank Holdings SNN Holdings Samspar Holdings Hedmark Holdings LO Holdings Gruppen/ Bank 1 Oslo 19.5% 19.5% 19.5% 19.5% 12.0% 10.0% SpareBank 1 Næringskreditt 37.3% 30.7% 17.5% 14.5% 0.0% 0.0% Boligkreditt 17.8% 34.4% 13.3% 23.4% 8.0% 0.0% BN Bank ASA 33.0% 23.5% 23.5% 20.0%

The SpareBank 1 Alliance is one of the largest providers of financial services in Norway. As of 31 December 2011 the SpareBank 1 Alliance consists of the following banks:

• SpareBank 1 SMN

• SpareBank 1 Nord-Norge

• SpareBank 1 SR-Bank ASA

• Sparebanken Hedmark

• SpareBank 1 Ringerike Hadeland

• SpareBank 1 Østfold Akershus

• SpareBank 1 Hallingdal • SpareBank 1 Buskerud-Vestfold • SpareBank 1 Gudbrandsdal • SpareBank 1 Nordvest • SpareBank 1 Telemark • SpareBank 1 Modum • SpareBank 1 Lom og Skjåk

• SpareBank 1 Nøtterøy og Tønsberg

• SpareBank 1 Søre Sunnmøre

• SpareBank 1 Oslo og Akershus AS

• BN Bank ASA

The companies within the SpareBank 1 Alliance are part of a group VAT registration, involving inter alia that the members are jointly responsible conserving payment of VAT.

The SpareBank 1 Alliance also includes EiendomsMegler 1, which is Norway's largest real estate Samspar SpareBank 1 SMN SpareBank 1 Nord- Norge SpareBank 1 SR-Bank ASA LO Spare- banken Hedmark BN Bank

ASA Akershus AS Bank 1 Oslo SpareBank 1 Boligkreditt AS SpareBank 1 Næringskre ditt AS SpareBank 1 Gruppen AS SpareBank 1 Livforsikring AS (100%) SpareBank 1 Skade- forsikring AS (100%) ODIN Forvaltning AS (100%) SpareBank 1 Markets AS (97,2%) SpareBank 1 Medlems- kort (100%) SpareBank 1 Gruppen Finans (100%)

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broking business13_{. EiendomsMegler 1 is a joint label, while the individual offices are owned directly} by the individual SpareBank 1 banks.

12.8.1.1SpareBank 1 Gruppen AS

The Alliance’s vision is for SpareBank 1 to be the recommended bank for private individuals and small and mid-sized businesses in Norway with a full product range. It wants customers to feel that we are the best in terms of our closeness, local identity and competence. Our key core values are closeness to the customer and capableness.

SpareBank 1 Gruppen owns and develops companies that deliver financial services and products. It is owned by SpareBank 1 SR-Bank (19.5%), SpareBank 1 Nord-Norge (19.5%), SpareBank 1 SMN (19.5%), Sparebanken Hedmark (12%), Samarbeidende Sparebanker AS (19.5%, comprising 11 savings banks in southeast and western Norway), and the Norwegian Confederation of Trade Unions and affiliated unions (10%).

SpareBank 1 Gruppen owns 100% of the shares of SpareBank 1 Livsforsikring (life insurer), SpareBank 1 Skadeforsikring (non-life insurer, includes Unison Forsikring), ODIN Forvaltning (fund manager) and SpareBank 1 Gruppen Finans (which includes Conecto and Actor Fordringsforvaltning). In addition SpareBank 1 Gruppen owns 97.2% of SpareBank 1 Markets and is a partner in SpareBank 1 Utvikling DA.

SpareBank 1 Gruppen has administrative responsibility for collaborative processes within the SpareBank 1 Alliance in which technology, brand-building, communication, competence building, shared processes/exploitation of best practice and procurement are at centre stage. The Alliance is also engaged in development work through three competence centres for training (in Tromsø), the cash management area (in Trondheim) and the credit area (in Stavanger).

The SpareBank 1 banks also own SpareBank 1 Boligkreditt AS, SpareBank 1 Næringskreditt AS, SpareBank 1 Oslo Akershus, BN Bank ASA and EiendomsMegler 1 AS.

12.8.1.2Bank 1 Oslo Akershus AS

Bank 1 Oslo Akershus AS was until 19 January 2010 a wholly owned subsidiary of SpareBank 1 Gruppen AS. In January 2010, the shares of Bank 1 Oslo Akershus AS were distributed to the shareholders of SpareBank 1 Gruppen AS, and Bank 1 Oslo Akershus AS became an independent commercial bank, directly owned by the SpareBank 1 Alliance banks and LO. Each of SpareBank 1 SMN, SpareBank 1 SR-Bank ASA, SpareBank 1 Nord-Norge and Samarbeidende Sparebanker AS own 19.5% of the shares in Bank 1 Oslo Akershus AS, whereas Sparebanken Hedmark owns 12% and LO, and trade unions affiliated to LO, owns 10% of the shares. The rationale for changing the ownership model for the Bank 1 Oslo Akershus AS was to create a greater separation between production and distribution in the SpareBank 1 Alliance. The transaction took place at the shares` book value of NOK 1,000 million. The change in ownership was implemented for accounting purposes with effect from 1 January 2010. SpareBank 1 SMN`s share of the profits of Bank 1 Oslo Akershus AS in 2011 was NOK 15.0 million (NOK 37.0 million in 2010).

12.8.1.3BN Bank ASA

SpareBank 1 SMN is the largest shareholder in BN Bank ASA with a 33% stake. BN Bank’s strategy is to be a national direct bank in the retail market and a specialised bank in commercial real estate. In December 2008 the Ministry of Finance granted the SpareBank 1 banks a licence to purchase all the

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shares of Glitnir Bank. The bank concurrently changed its name to BNbank, and in November 2009 the spelling was changed to BN Bank.

SpareBank 1 SMN increased its stake in BN Bank ASA at the end of the 3rd quarter of 2009 by 8% points to 33%, by acquiring 53% of Sparebanken Hedmark share of the shares in BN Bank. The purchase price for the shares was NOK 106 million. It was conducted an independent analysis of the acquisition of BN Bank in connection with the acquisition. In view of this SpareBank 1 SMN recognized NOK 100 million of surplus value (badwill) in connection with the increase of its stake in BN Bank. The bank is owned by SpareBank 1 SMN (33%), SpareBank 1 SR-Bank (23.5%), SpareBank 1 Nord- Norge (23.5%) and SamSpar Bankinvest AS (20%). The same owner structure applies at SpareBank 1 Næringskreditt.

In September 2009 BN Bank and SpareBank 1 SMN agreed that SpareBank 1 SMN should take over all 36 staff at BN Bank’s operation in Ålesund and all customer relationships which at that point consisted of about NOK 6 billion in loans and NOK 1.5 billion in deposits. The Ålesund balance sheet has gradually been transferred to SpareBank 1 SMN. BN Bank is to finance the portfolio and underwrite the credit risk. This guarantee will be gradually reduced in the course of three to five years from the agreement date. The Savings Bank and BN Bank agreed 1 February 2012 to develop the remaining part of the guarantee portfolio by splitting such portfolio in two parts: i) loans with a nominal value of NOK 732 million and ii) loans with a nominal value of NOK 2.4 billion. The first portfolio shall be guaranteed by BN Bank with 60% of the consideration. The guarantee applies to all loans in the portfolio and is not limited to 60% of each individual loan. The guarantee is effective for 3 years from 1 February 2012. BN Bank has no guarantee responsibility toward the Savings Bank with regard to the second portfolio. The Savings Bank has been compensated with NOK 13.5 million for taking such credit risk. Consideration for both portfolios shall be paid at the time of transfer of such portfolio of loans. BN Bank shall partly fund such consideration by making a deposit of NOK 1.2 billion in the Savings Bank. Such funding shall be reduced with five instalments of which the first instalment shall be paid 1 May 2013 and the last instalment shall be paid 1 February 2015. The interest on the funding shall be NIBOR with addition of 0.5% per annum. Completion of the transfer of the two said portfolios is contingent on agreement between the parties regarding financial and other outstanding accounts in relation to the transfer of the Ålesund balance sheet.

BN Bank offers a broad array of bank services to firms and private individuals. The bank has its head office in Trondheim and a commercial real estate operation in Oslo. The bank services customers throughout the country via the internet and telephone facilities. BN Bank intends to be a leading niche bank for customers who prefer self-serviced products and solutions. In the corporate market BN Bank is at the forefront in financing commercial real estate in Norway. The bank aims to be an active and predictable partner and provider of debt capital instruments to selected actors in the field of commercial real estate with a focus on Oslo and southeast Norway. BN Bank will also, in collaboration with the various SpareBank 1 banks, be a stable and predictable provider of first mortgage loans for defined projects. As at 31 December 2011 BN Bank has 105 members of staff, deposits totalling NOK 16 billion, loans of NOK 46 billion and total assets worth NOK 41 billion.

12.8.1.4SpareBank 1 Boligkreditt AS

SpareBank 1 Boligkreditt AS was established by the banks participating in the SpareBank 1 Alliance to take advantage of the market for covered bonds. By transferring their highest quality residential mortgage loans to the company, the SpareBank 1 banks benefit from reduced funding costs.

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The Savings Bank`s equity stake in SpareBank 1 Boligkreditt AS as of 31 December 2011 was 17.8%. SpareBank 1 SMN`s share of the profits of SpareBank 1 Boligkreditt AS in 2011 was NOK 16.0 million (NOK 16.0 million in 2010).

The ownership stake in SpareBank 1 Boligkreditt AS is to be adjusted once a year, based on total amounts of transferred loans from the owners as of 31 December each year.

12.8.1.5SpareBank 1 Næringskreditt AS

SpareBank 1 Næringskreditt AS was established in the second quarter of 2009, based on the same model and with the same management as SpareBank 1 Boligkreditt AS. SpareBank 1 Næringskreditt AS will take advantage of the market for covered bonds secured by commercial properties. Initially, the company was established to finance part of the BN Bank ASA's existing lending, but will eventually also be used as a funding source for all owners in the SpareBank 1 Alliance.

The Savings Bank`s equity stake in SpareBank 1 Næringskreditt AS as of 31 December 2011 was 37%. SpareBank 1 SMN`s share of the profits of SpareBank 1 Næringskreditt AS in 2011 was NOK 9.0 million (NOK 2.0 million in 2010).

As at 31 December 2011, SpareBank 1 Næringskreditt AS had purchased loans for NOK 8.3 billion from BN Bank ASA and issued covered bonds to a value of NOK 7.0 billion.

The ownership stake in SpareBank 1 Næringskreditt is to be adjusted once a year, based on total amounts of transferred loans from the owners as of 31 December each year.