Nykredit announces preliminary result of the takeover offer

Nykredit has announced the preliminary result of the takeover offer

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With reference to Spar Nord Bank A/S’ (Spar Nord) company announcement no. 1/2025 concerning the all-cash voluntary takeover offer from Nykredit Realkredit A/S (Nykredit) for all shares (other than treasury shares held by Spar Nord) in Spar Nord (the Offer), Nykredit has today announced the preliminary result of the Offer. Nykredit’s announcement is attached.

Preliminary result

According to the terms and conditions of the Offer, the offer period expired on 20 May 2025 at 23:59 (CEST).

Based on a preliminary and non-binding summation of acceptances, Nykredit has received acceptances representing 72,169,403 Spar Nord shares equal to 61.32% of the share capital and voting rights in Spar Nord. Together with Nykredit’s holding of Spar Nord shares, this corresponds to 96.54% of the share capital and voting rights in Spar Nord, excluding treasury shares held by Spar Nord.

The calculation remains subject to potential adjustments as part of a verification process, underway at Carnegie Investment Bank, Filial af Carnegie Investment Bank AB (publ), Sverige, which is appointed by Nykredit as settlement bank in relation to the Offer.

With reference to company announcement no. 12/2025, the relevant public authority approvals have been obtained. The minimum condition for acceptance, based on the preliminary summation of acceptances, is also fulfilled. At the date of this announcement, Nykredit thus considers all the conditions laid down in the offer document for completion of the Offer to be fulfilled. As a result, the Offer is finalised, and Nykredit intends, subject to the final summation of acceptances, to complete the Offer on the terms and conditions set out in the offer document.

Final result and settlement

The final result of the Offer is expected to be announced on 23 May 2025.

The Offer will be settled in accordance with the terms and conditions of the offer document.

Compulsory acquisition and delisting

Based on the preliminary result, Nykredit will hold more than 90% of the share capital and voting rights in Spar Nord, excluding treasury shares held by Spar Nord, as a result of the Offer. On that basis, Nykredit will, after completion of the Offer, seek to initiate and complete a compulsory acquisition of the Spar Nord shares held by the remaining minority shareholders in Spar Nord.

In addition, Nykredit will request that Spar Nord seeks to have the Spar Nord shares removed from trading and official listing on Nasdaq Copenhagen A/S.

Information about the compulsory acquisition and removal from trading and official listing of the Spar Nord shares will be announced separately.

Questions may be directed to Neel Rosenberg (media) on or to CFO Rune Brandt Børglum (investors)on .

Yours faithfully

Spar Nord Bank A/S

The board of directors

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