Fairness opinion concerning the merger schedule between Kaupthing and SPRON


The Board of Directors of SPRON have received a fairness opinion from  MP
Investment Bank (MPB) on the payment to be made for the share capital in SPRON
in the merger of SPRON and Kaupthing. 

The Boards of Directors of both Groups agreed to get an external financial
company to give an opinion on the payment to be made for the share capital in
SPRON in the merger. 

MPB built their opinion on the payment for the share capital in SPRON on
SPRON's price determination in OMX Nordic Exchange Iceland hf. (OMX ICE) and on
information that is available on SPRON as well as on information given to them
by SPRON's Directors. Key figures for comparable financial companies were also
rewieved. Given the above presuppostion it is the opinion of MPB that the
acquisition price received by SPRON's shareholders, which is the equivalent to
ISK 3.83 on each share in SPRON, is fair. At the same time MPB notes that the
payment is in other shares thus it follows the share price development in
Kaupthing and Exista. 
 
Payment to SPRON shareholders 
 
Upon the merger, shareholders in SPRON will receive 0.002007864 shares in
Kaupthing Bank hf. and 0.305585106 shares in Exista hf. as payment for each
share of a nominal value of ISK 1 in SPRON.  No payment will be made for SPRON
own shares. SPRON shareholders will be given the option of exchanging the said
shares internally, through Kaupthing's intermediation, free of commission for
two weeks after the settlement of the acquisition price, at the market price
current at that time. The price corresponds to the listed closing price of
Kaupthing and Exista shares on 30 June 2008. The payment is equivalent to ISK
3.83 exchange rate for each share in SPRON or to ISK 763 for each share in
Kaupthing and ISK 7.52 for each share in Exista. 

Conditions of the merger 
 
The merger is subject to the approval of a shareholders' meeting in SPRON and
the Icelandic Financial Supervisory Authority. The merger is also subject to
the competition authorities not rejecting it or imposing conditions which the
Boards of Directors of the companies consider unacceptable or which would make
it inevitable to resubmit the merger proposal to a SPRON shareholders' meeting.
The creditors' approval of the merger has already been obtained. The SPRON
shareholders' meeting is scheduled for the beginning of August. The opinion of
an external financial company on the payment to be made for the share capital
in SPRON in the merger will be submitted at that meeting. 

For further information on the fairness opinion you can visit SPRON's website
www.spron.is 
or send an email to ir@spron.is

 
For further information please contact: 

Gudmundur Hauksson, CEO of SPRON, tel. +354 550-1200