The boards of Totens Sparebank and SpareBank 1 Østlandet have today signed a
letter of intent to merge the two banks. The merger will contribute to an
increased focus on the Inland region, with strengthened local presence,
proximity to customers and growth capacity.

The letter of intent regulates a number of matters that the banks have agreed on
in the negotiations. The main features of the agreement are reproduced here. The
final decision on the merger is taken by the banks' general meeting and
supervisory board. Approval from the authorities will then be applied for.

Strengthened local presence
A merger of the two largest banks in the Inland region will create an even
stronger bank for both customers and the region. The merged bank will be more
competitive and have larger credit capacity. The bank will continue to
contribute to growth and development in the area around Lake Mjøsa and in
communities where the bank is represented. The merger will also contribute to
more skilled jobs, ensuring that customers are offered relevant financial
products and services from a bank with a strong local foothold. 

Increasingly challenging to be a medium-sized Norwegian bank
Totens Sparebank is a well-run and profitable bank. However, increased
regulatory requirements in more areas mean that the bank will need more
resources in the future. The merger will provide a good basis for further
profitable growth in the bank's market. Overall, the merged bank will have an
even greater ability to be a strong local bank in an important region in Eastern
Norway.

- The merger supports our vision to contribute to growth and development in the
region. At the same time, the merger will increase our ability to meet future
challenges. Together we will provide good solutions for customers, create local
jobs, and healthy local communities, says CEO of Totens Sparebank, Rolf Endre
Delingsrud.

Security for employees, customers, owners, and society
Totens Sparebank has nearly 170 years of banking history, and is today located
in Lena, Raufoss, Gjøvik, Hamar and Råholt, with around 90 employees. SpareBank
1 Østlandet has, through its almost 180 years of operations in the Inland
region, Oslo and Akershus, become an important bank in central Eastern Norway,
with 1,150 employees spread over 37 locations. 

Jointly, SpareBank 1 Østlandet and Totens Sparebank will as a large and
important part of the regional community, strengthen its presence as a solid,
safe, and forward-looking bank for owners, customers, employees, and society.
Both banks believe that proximity to customers combined with good digital
solutions, are key factors in the face of increasing competition.

- The merger will contribute to us becoming an even stronger partner for both
businesses and local communities in the future. Our logo will be new, but our
employees are the same as before and our customers continue to meet us in the
same locations as before. Our strength will continue to be local presence,
proximity to decisions and personal advice to customers, says Delingsrud.

We want all employees to stay on board 
The merged bank will need all its current employees. In addition, employees of
Totens Sparebank - including support functions at Lena - will be able to
continue working where they do today.

- We welcome all employees of Totens Sparebank. Everyone is needed and employees
will be able to work from their current workplace also after the merger is
completed. By joining forces, we can realize our common ambition to remain the
leading bank in the region. Our most important task in society is to be a solid
and stable source of funding for people and companies in the region, says CEO of
SpareBank 1 Østlandet, Richard Heiberg.

CEO of Totens Sparebank Rolf Endre Delingsrud, will join as a member of
SpareBank 1 Østlandet's group management with primary responsibility for the
integration process between Totens Sparebank and SpareBank 1 Østlandet. Other
members of the management team of Totens Sparebank will be offered key positions
in the merged bank.

Employee representatives on the boards have voted in favor of the letter of
intent. The chief employee representatives in both banks will be closely
involved in the merger process. 

A stronger regional financial center 
The merger will lay the foundation for developing a stronger center for skilled
jobs in the financial services sector in the region around the city of Gjøvik.
The bank branch structure will remain largely the same as today, but operations
in Gjøvik will be strengthened through the establishment of a large regional
office for the former county of Oppland (now part of the Inland region). Region
Oppland in SpareBank 1 Østlandet will consist of the offices in Lena, Raufoss,
Gjøvik, Råholt and Lillehammer. Offices where both banks have operations, that
is in Hamar, Gjøvik and Råholt, will naturally be merged.

Same «home market»
The area around Lake Mjøsa with its surrounding municipalities, is a common home
market for the two banks. The area includes attractive city centers, interesting
and innovative industries and companies, agriculture, educational and research
centers, as well as attractive retail customers who want to live and work near
villages, cities, and nature.

The banks share the same geography and a similar set of values, they are
involved in society, have local roots and a burning desire to contribute to the
benefits of living and working in the Inland region. Both are major sponsors and
financial supporters, sharing profits for good causes. A merger will provide the
banks with a solid foundation for strengthening their corporate social
responsibility work in the region. SpareBank 1 Østlandet shares the bank's
profits with customers in the form of customer dividends, which will also be
made available to customers of Totens Sparebank.

- We are proud to be able to create an even bigger and better bank based in the
Inland region. We are confident that the merger will benefit Totens Sparebank,
both its employees, customers, equity capital certificate holders and local
communities, says Geir Stenseth, Board chair in Totens Sparebank.

- This is an exciting and important merger from a structural perspective. We
look forward to being able to invest further in one of Norway's prime regions
together with talented colleagues from Totens Sparebank. The goal is to further
develop a profitable business by combining the best of the two banks and
becoming even stronger together, says Siri J. Strømmevold, Board chair of
SpareBank 1 Østlandet.

Further strengthening innovation, jobs, and community involvement in the region
SpareBank 1 Østlandet wishes to develop a center of excellence in the bank for
innovation and business development based in Gjøvik, drawing in part on existing
external professional communities. SpareBank 1 Østlandet has for a long time
collaborated with the Norwegian University of Science and Technology (NTNU),
including by supporting the establishment of both bachelor's and master's
studies in information security.

In addition, SpareBank 1 Østlandet will be a driving force for
Sparebankstiftelsen Hedmark to establish a branch of the "Innlandet Science
Park" in connection with NTNU in Gjøvik, preferably together with the foundation
to be established by Totens Sparebank. In the event, SpareBank 1 Østlandet will
contribute NOK 20 million to such an establishment.

Totens Sparebank to create a savings bank foundation which becomes a major owner
in the merged bank
In connection with the merger, a savings bank foundation will be established
which will own the converted primary capital in Totens Sparebank in the form of
equity certificates in the merged bank. Totens Sparebankstiftelse will become a
significant owner in the merged bank, with an ownership stake of 8.6 per cent,
to the benefit of local communities in the traditional market areas of Totens
Sparebank. The foundation will be managed locally from Toten with Stig Håvard
Blikseth as intended general manager. The foundation will continue with - and
increase - the significant amounts that Totens Sparebank already donates to good
causes.

The merged bank will then have two strong savings bank foundations as owners.

- The board of Sparebankstiftelsen Hedmark is positive to the merger, says Tore
Anstein Dobloug, director of Sparebankstiftelsen Hedmark. This foundation
currently owns 52.1 percent of the equity certificates in SpareBank 1 Østlandet.
- We look forward to working with the new savings bank foundation, says Dobloug.

The merged bank will be part of the SpareBank 1 Alliance
As a result of the merger with SpareBank 1 Østlandet, the operations of Totens
Sparebank will become part of the SpareBank 1 Alliance. SpareBank 1 is Norway's
largest banking alliance and is owned by 12 independent savings banks across the
country. This will give employees and customers in Totens Sparebank advantages
in the form of a broad product range, user-friendly digital solutions, and a
strong common brand. Employees in Totens Sparebank will also become part of
larger, specialized working environments in SpareBank 1 Østlandet and in the
alliance. This will help make current tasks even more interesting for individual
employees and provide greater opportunities for career development.

Exchange ratio and merger consideration
The exchange ratio and merger consideration were determined after negotiations
between the banks and were based on a process that emphasized book equity of
capital and an assessment of surplus and deficit values of assets and
liabilities, expected normalized profits, as well as identified synergies.

As of 30 September 2023, the book value of equity was NOK 18,947 million in
SpareBank 1 Østlandet and NOK 2,505 million in Totens Sparebank (excluding
hybrid capital and minority interests). Looking at identified surplus and
deficit values in the banks' balance sheets, profit analyzes (including
adjustment for, among other things, one-off effects), the banks have agreed on a
total consideration where SpareBank 1 Østlandet pays a merger consideration
corresponding to 1.80 equity capital certificates in SpareBank 1 Østlandet per
equity capital certificate in Totens Sparebank, with the addition of a cash
consideration of NOK 7.7880 per equity capital certificate in Totens Sparebank,
which gives a total merger consideration equivalent to 1.86 equity capital
certificates in SpareBank 1 Østlandet per equity capital certificate in Totens
Sparebank. The cash consideration was determined based on SpareBank 1
Østlandet's closing price on 2 January 2024. Total cash consideration for the
equity in Totens Sparebank is calculated to NOK 98.4 million, where the primary
capital in Totens Sparebank is theoretically converted to share capital when
calculating the cash consideration. The total merger consideration corresponds
to an exchange ratio of 87.52 per cent to SpareBank 1 Østlandet and 12.48 per
cent to Totens Sparebank.

SpareBank 1 Østlandet and Totens Sparebank currently have a capital structure
consisting of primary capital and equity capital. The equity capital certificate
ratio in SpareBank 1 Østlandet was 70.0 per cent as of 30 September 2023, with a
total of 115,829,789 equity capital certificates having been issued. In Totens
Sparebank, the ECC-ratio as of 30 September 2023 was 48.48 per cent, with a
total of 6,124,534 equity capital certificates issued.

Governing bodies

The Supervisory board:
The supervisory board in SpareBank 1 Østlandet consists of 40 members, of whom
14 are elected by depositors, 12 are elected by equity holders, 10 are employees
and 4 are elected by the public. The total number of representatives will remain
unchanged in the merged bank.

The number of depositor representatives of 14 with 14 deputy representatives
will be maintained. Today's electoral district Hedmarken/Oppland with 6
depositor representatives will be split into two electoral districts, Hedmarken
with 4 depositor representatives and Oppland with 2 depositor representatives,
with a corresponding number of deputies. In connection with the merger,
depositors in Totens Sparebank will elect 2 depositor representatives and 2
deputy representatives for the electoral district of Oppland in the merged bank.

Members elected by equity capital certificate holders will continue to total 12
members, to be elected in a separate election meeting for equity capital
certificate holders.

Employees' representation is unchanged, with 10 members and 10 deputies.
Employees of Totens Sparebank will elect one member and one deputy member,
replacing one member and one deputy member of SpareBank 1 Østlandet in
connection with the merger.

The number of representatives from the County Council of the Inland is
unchanged, at 4 members and 4 deputies. All of today's representatives are from
former Hedmark county. In connection with the merger, it would be preferable
that one existing member and one deputy member from the county council yields
their respective seats in favor of one member and one deputy member from the
county council belonging to the region around Gjøvik.

These changes will be taken into account in upcoming elections in SpareBank 1
Østlandet.

Election committee for the equity capital certificate owners:
The election committee for the equity capital certificate owners' election in
SpareBank 1 Østlandet consists of 4 members and 4 deputies. The election
committee will be temporarily increased by one member and one deputy member
appointed by Totens Sparebankstiftelse, from the merger until the ordinary
meeting of the board of representatives in the merged bank in 2026.

The Board of directors:
According to the articles of association, the board of SpareBank 1 Østlandet
must have seven to nine members, to be decided by the supervisory board. In
connection with the merger, the current chairman of the board of Totens
Sparebank, Geir Stenseth, is to be elected as a new board member of the merged
bank for a period of two years and with the right to re-election for a further
two years, regardless of legal requirements for representation beyond
suitability. If Stenseth resigns or is unable to hold the board position for the
entire term of office, Totens Sparebankstiftelse shall have the right to appoint
a new board member to replace Stenseth for the remaining period.

Once the merger is effective, the chief employee representative in Totens
Sparebank will become an observer on the board of SpareBank 1 Østlandet with the
right to speak, but without the right to vote, until the next ordinary board
election in 2026. From this point on, 2 members with deputies will be elected by
and among employees in accordance with the ordinary election rules.

Timetable and conditions for implementation
The general meeting and the supervisory board of Totens Sparebank and SpareBank
1 Østlandet respectively, will be invited to information meetings about the
letter of intent to merge on 8 and 10 January 2024, respectively.

The boards of the two banks then intends to sign a merger plan on 15 January
2024, which will then be considered by the banks' general meeting/supervisory
board on 22 February 2024.

Completion of the merger is conditional on the general meeting and the
supervisory board of Totens Sparebank and SpareBank 1 Østlandet, respectively,
approving the merger plan, and necessary supervisory approvals being granted
without conditions or on terms that do not significantly change the assumptions
the banks have made as a basis for the merger.

Advisors
SpareBank 1 Østlandet has engaged SpareBank 1 Markets AS as financial adviser
and Advokatfirmaet Selmer AS as legal adviser in connection with the merger.
Totens Sparebank has engaged ABG Sundal Collier ASA as financial adviser and
Advokatfirmaet BAHR AS as legal adviser.

Contact Information:

Totens Sparebank:
Chairman of the board: Geir Stenseth: tel. +47 930 39 707
CEO: Rolf Endre Delingsrud, tel. +47 917 28 668
Deputy CEO: Stig Håvard Blikseth, tel. +47 958 64 601
CFO: Johan Øverseth Røstøen, tel. +47 916 07 741

SpareBank 1 Østlandet:
Chairman of the board: Siri J. Strømmevold, tel. +47 414 44 712
CEO: Richard Heiberg, tel. +47 902 06 018
CFO: Geir-Egil Bolstad, tel. +47 918 82 071
Head of Investor Relations: Bjørn-Erik R. Orskaug, tel. +47 922 39 185

The above information is considered to be inside information pursuant to the
Market Abuse Regulation (MAR) and is subject to the requirements of announcement
pursuant to the Securities Trading Act section 5-12. This notice is published on
behalf of SpareBank 1 Østlandet by Bjørn-Erik R. Orskaug (Investor Relations)
and Totens Sparebank by Erik Evensen (financial manager) on 3 January 2024 at
07.30

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