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Important information

You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with a voluntary, public takeover offer by Nykredit Realkredit A/S (the "Offeror") to the shareholders of Spar Nord Bank A/S ("Spar Nord Bank"). DUE TO LEGAL RESTRICTIONS, THE MATERIALS ON THIS WEBSITE, WWW.SPARNORD.DK (THE "WEBSITE"), IS NOT DIRECTED TO, OR ACCESSIBLE FOR, CERTAIN PERSONS. WE THEREFORE KINDLY ASK YOU TO REVIEW THIS NOTICE CAREFULLY EACH TIME YOU WISH TO BE GRANTED ACCESS TO THIS WEBSITE.


Restrictions to the offer


General:
The Offeror's voluntary, public takeover offer for all shares in Spar Nord Bank (except for any shares owned by Spar Nord Bank), as described in the offer document with any related supplements which is or will be made available on this Website (the "Offer") together with certain other documents related to the Offer is not directed at shareholders whose participation in the Offer would require the issuance of an offer document, registration or activities beyond what is required under Danish law.The Offer is not directed at shareholders whose participation in the Offer would require the issuance of any other offer document, any other form of registration or actions other than what is required under Danish law. The Offer is not being made, directly or indirectly, in any jurisdiction in which the submission or acceptance of the Offer would not be in compliance with applicable laws, including securities laws, of such jurisdiction and the offer document may not be sent to shareholders resident in such jurisdiction. Persons who receive or otherwise come into possession of the offer document and/or other documents relating to the Offer must inform themselves about and observe all such restrictions.The Offer is not being made, directly or indirectly, in any jurisdiction where the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction, including securities laws, in such excluded jurisdiction or where the relevant laws could give rise to significant civil, regulatory or criminal liability if information relating to the Offer were communicated or made available to shareholders in such jurisdiction (the "Restricted Jurisdictions"). Neither the United States nor the United Kingdom is a Restricted Jurisdiction.The Offer may not be accepted in any Restricted Jurisdiction. The offer document or any other documents relating to the Offer may not in any way be sent in or into the Restricted Jurisdictions.

Information for shareholders in the United States:
The Offer is being made for the shares of Spar Nord Bank, which is a public limited liability company incorporated and admitted to trading on a regulated market in Denmark, and is subject to the disclosure and procedural requirements of Danish Law, including the Danish Capital Markets Act and the Danish Takeover Order. The Offer will be made to shareholders of Spar Nord Bank in the United States in compliance with the applicable U.S. tender offer rules under the U.S. Securities Exchange Act of 1934, as amended, and Regulation 14E promulgated thereunder, subject to the relief available for a "Tier II" tender offer and otherwise in accordance with the requirements of Danish law and practice.Accordingly, U.S. shareholders of Spar Nord Bank should be aware that the offer document and any other documents regarding the Offer have been prepared in accordance with, and will be subject to, disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer timetable, settlement procedures and timing of payments of Danish law and practice, which may materially differ from those applicable under U.S. domestic tender offer law and practice. In addition, the financial information contained in the offer document has not been prepared in accordance with U.S. generally accepted accounting principles, or derived therefrom, and may therefore differ from, or not be comparable with, financial information of U.S. companies. The use of this Website is subject to Danish law and any disputes arising out of or regarding this Website is subject to Danish law and the exclusive jurisdictions of the Danish courts

Confirmation
By clicking the "I confirm and accept" button below, you confirm and accept each of the following points:a) that you have read and understood the information provided above, that you are not subject to any of the restrictions on the Offer set out above, and that communications about the Offer may lawfully be directed to you and that the Offer may lawfully be addressed to you;b) you are not located or resident in any Restricted Jurisdiction in which the making of the Offer would create an obligation on the Offeror or any of its affiliates or any other person to file or register an offer prospectus or any other document or to take any other or further action in relation to the Offer, in or under the laws of such jurisdictionc) that you will not copy or forward any of the documents available on this Website to others;d) that you will not use any document available on this Website for any purpose other than your consideration as a shareholder as to whether to sell your shares to the Offeror; ande) that you understand, acknowledge and agree that failure to comply with the foregoing may result in a violation of applicable laws and/or damages for which you may be held liable

Restrictions to the compulsory acquisition

The request to transfer Spar Nord Bank shares in connection with the compulsory acquisition is not being made to, and voluntary transfer of Spar Nord Bank shares will not be accepted from or on behalf of persons in any jurisdiction in which such compulsory acquisition, request or acceptance thereof would not be in compliance with securities legislation or other provisions or regulations in such jurisdictions (the "Restricted Jurisdictions"). Persons obtaining the notice of compulsory acquisition and/or into whose possession the notice comes are required to take due note and comply with all such restrictions and obtain any necessary authorisations, approvals or consents. Neither Spar Nord Bank, Nykredit Realkredit A/S nor any of its advisors accept any liability for any violation by any person of any such restrictions. Any person (including, without limitation, custodians, nominees and trustees) who intends to forward the notice of compulsory acquisition to any jurisdiction outside Denmark should inform themselves of the laws of the relevant jurisdiction, before taking any action. The distribution of the notice in jurisdictions other than Denmark may be restricted by law, and, therefore, persons who come into possession of the notice of compulsory acquisition should inform themselves of and comply such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws and regulations of such jurisdiction.

Confirmation

By clicking the "I confirm and accept" button below, you confirm and accept each of the following points: a) that you have read and understood the information provided above, that you are not subject to any of the restrictions on the compulsory acquisition set out above, and that communications about the compulsory acquisition may lawfully be directed to you and that the request in connection with the compulsory acquisition may lawfully be addressed to you; b) you are not located or resident in any Restricted Jurisdiction in which the making of the compulsory acquisition would create an obligation on Nykredit Realkredit A/S or any of its affiliates or any other person to file or register an offer prospectus or any other document or to take any other or further action in relation to the compulsory acquisition, in or under the laws of such jurisdiction c) that you will not copy or forward any of the documents available on this Website to others; d) that you will not use any document relating to the compulsory acquisition available on this Website for any purpose other than your consideration as a shareholder as to whether to accept the voluntary transfer of your shares as part of the compulsory acquisition; and e) that you understand, acknowledge and agree that failure to comply with the foregoing may result in a violation of applicable laws and/or damages for which you may be held liable

Nykredit’s all-cash voluntary takeover offer for Spar Nord is completed

The offer was completed on 28 May 2025, at which point Nykredit held 96.54% of the share capital and voting rights in Spar Nord, excluding treasury shares held by Spar Nord.

On 25 June 2025, Nykredit initiated compulsory acquistion of the Spar Nord shares held by the remaining minority shareholders in Spar Nord. Nykredit has also requested Spar Nord to apply for delisting of the Spar Nord shares from trading and official listing on Nasdaq Copenhagen A/S.

Important dates in connection with the compulsory acquisition

  • 25 June 2025: Publication of notice of compulsory acquisition and commencement of the four-week period for voluntary transfer of shares to Nykredit (the “Compulsory Acquisition Period”)

  • 23 July 2025: Expiration of the Compulsory Acquisition Period

Important documents

Contact
Enquiries can be directed to Head of Communication Neel Rosenberg (media) at +45 25 27 04 33 or to CFO Rune Brandt Børglum (investors) at +45 96 34 42 36.