Core Points - Nykredit Bank A/S will hold an Extraordinary General Meeting on September 5, 2025, at its offices in Nordhavn [1] - The agenda includes the approval of the updated Remuneration Policy for the Nykredit Group, which has been revised following the acquisition of Spar Nord Bank A/S [2] - Shareholders must collect an admission card at least three days prior to the General Meeting [2] - Nykredit Realkredit A/S holds all shares in Nykredit Bank A/S [2]

Core Points - Nasdaq Copenhagen A/S has accepted the request for delisting of Spar Nord Bank A/S shares [1][4] - The delisting request was referenced in Spar Nord Bank's company announcement no. 23 dated 25 June 2025 [2] - The last day of trading for Spar Nord Bank shares will be 23 July 2025, coinciding with the end of the four-week compulsory acquisition period [3]

Executive Board Changes - As of June 24, 2025, Carsten Levring Jakobsen and Martin Kudsk Rasmussen have joined the Executive Board of Nykredit Bank A/S, expanding the board to four members [1] - The current members of the Executive Board are Carsten Levring Jakobsen, Martin Kudsk Rasmussen, Dan Erik Krarup Sørensen, and Søren Kviesgaard [1] Profiles of New Members - **Martin Kudsk Rasmussen**: Born in 1978, he has held various positions at Spar Nord Bank A/S, including Managing Director since 2020 and Head of Corporate Banking from 2016 to 2020. He has a Master's degree in Business Economics and Auditing from the University of Southern Denmark [2] - **Carsten Levring Jakobsen**: Born in 1970, he has been the Managing Director at Spar Nord Bank A/S since 2023 and previously served as Chief Risk Officer from 2019 to 2023. He holds an MBA in Strategy from Business Institute Denmark [3]

Core Points - Nykredit Realkredit A/S held an Extraordinary General Meeting on June 24, 2025, where Lasse Nyby was elected to the Board of Directors [1] - The Board of Directors elected Merete Eldrup as Chair and Preben Sunke and Lasse Nyby as Deputy Chairs during the subsequent meeting [2] - Martin Kudsk Rasmussen joined the Group Executive Board, which now includes Group Chief Executive Michael Rasmussen and other Managing Directors [3] Board Composition - The Board of Directors now consists of Lasse Nyby, Merete Eldrup, Preben Sunke, Olav Bredgaard Brusen, Michael Demsitz, Rasmus Fossing, Per W. Hallgren, Kathrin Helene Hattens, Jørgen Høholt, Torsten Hagen Jørgensen, Vibeke Krag, Mie Krog, and Inge Sand [1] - Merete Eldrup serves as Chair, with Preben Sunke and Lasse Nyby as Deputy Chairs [2] Executive Board Changes - The Group Executive Board now includes Michael Rasmussen (Group Chief Executive), Anders Jensen, David Hellemann, Martin Kudsk Rasmussen, Pernille Sindby, and Tonny Thierry Andersen [3] - Martin Kudsk Rasmussen's professional background includes roles at Spar Nord Bank A/S and Jyske Bank A/S, with a focus on corporate banking and credit management [4][5]

Group 1: Board of Directors Changes - All existing members of the Board of Directors resigned and new members were elected: Michael Rasmussen, Anders Jensen, Tonny Thierry Andersen, Pernille Sindby, and David Hellemann [1] - Michael Rasmussen was appointed as Chairman and Anders Jensen as Vice Chairman during the subsequent Board meeting [2] Group 2: Auditor Changes - The company removed its auditor, Deloitte Statsautoriseret Revisionspartnerselskab, and elected EY Godkendt Revisionspartnerselskab as the new auditor [3] Group 3: Amendments to Articles of Association - The company's Articles of Association were amended as per the proposal set out in the notice convening the meeting dated 2 June 2025 [4] Group 4: Executive Board Changes - Søren Kviesgaard and Dan Erik Krarup Sørensen were appointed to the Executive Board, while Lasse Nyby and John Lundsgaard resigned [5] - Søren Kviesgaard holds an MSc in Business Administration and Auditing and has been with the Nykredit Group since 2016 [6] - Dan Erik Krarup Sørensen holds a PhD in Mathematics and has been with the Nykredit Group since 1997 [7]

Management Changes - Spar Nord Bank A/S is becoming part of the Nykredit Group, leading to expected changes in the boards of directors and executive managements of the companies within the group [1] - Lasse Nyby, the current CEO of Spar Nord Bank A/S, is proposed to join the Board of Directors of Nykredit Realkredit A/S and will be appointed Deputy Chairman of both Nykredit A/S and Nykredit Realkredit A/S [2][3] - Martin Kudsk Rasmussen will join the Group Executive Board of Nykredit Realkredit A/S, responsible for the entire Banking area in the Nykredit Group [5] Corporate Structure - Nykredit A/S and Nykredit Realkredit A/S are the ultimate parent companies in the Nykredit Group's corporate structure, with business activities primarily conducted through Nykredit Realkredit A/S [4] Executive Board Composition - The Group Executive Board of Nykredit Realkredit A/S will consist of Group Chief Executive Michael Rasmussen and Executive Directors including Martin Kudsk Rasmussen, who will play a significant role in the banking area [6] - The new Board of Directors of Spar Nord is expected to include members from Nykredit Bank A/S, ensuring a unified executive management structure post-merger [10][11] Future Integration - The merger of Nykredit Bank A/S and Spar Nord Bank A/S is expected to take effect in spring 2026, with significant changes to the executive management teams of both banks [13] - Current members of Spar Nord's Executive Management will transition to roles within Nykredit's Group Executive Board, ensuring continuity and expertise during the integration process [14]

Core Viewpoint - Nykredit has successfully completed its takeover offer for Spar Nord, acquiring a significant majority of shares and voting rights, and plans to initiate compulsory acquisition of remaining shares [3][4][6]. Group 1: Takeover Offer Details - The offer period for Nykredit's takeover of Spar Nord expired on 20 May 2025, with preliminary results announced on 21 May 2025 [2]. - Nykredit received acceptances for 72,169,763 Spar Nord shares, equating to 94.15% of the total share capital and voting rights, leading to a total holding of 96.54% post-offer [3]. - All relevant public authority approvals have been obtained, confirming that the minimum acceptance condition has been met [4]. Group 2: Completion and Settlement - The completion and settlement of the offer will occur as per the terms outlined in the offer document, with cash payments expected to be made to shareholders on 28 May 2025 [5]. - Following the completion of the offer, Nykredit will seek to initiate a compulsory acquisition of shares held by minority shareholders [6]. Group 3: Delisting Plans - Nykredit intends to request the delisting of Spar Nord shares from Nasdaq Copenhagen A/S after acquiring over 90% of the share capital and voting rights [7].

Core Points - Nykredit has successfully completed a voluntary public tender offer for Spar Nord Bank A/S, acquiring a significant majority of shares [1][4][6] - The final result indicates that Nykredit received acceptances for 72,169,763 shares, representing 62.87% of Spar Nord Bank's share capital, and combined with Nykredit's existing shares, totals 96.54% of the voting rights [4][5][6] - The offer price was increased to DKK 210.50 per share, valuing Spar Nord Bank at DKK 24.7 billion [1][4] Offer Details - The offer period ended on 20 May 2025, with preliminary results announced on 21 May 2025 [3][4] - The settlement of the offer is expected to be completed on 28 May 2025, with cash payments made to shareholders who accepted the offer [7] - Nykredit intends to initiate a compulsory acquisition of remaining shares, as it will hold over 90% of the share capital post-offer [8][9] Regulatory and Compliance - All necessary regulatory approvals have been obtained, confirming that conditions for the completion of the offer have been met [6] - Nykredit plans to delist Spar Nord Bank shares from Nasdaq Copenhagen A/S and propose changes to the board of directors and articles of association [9][10]

Core Viewpoint - Nykredit has successfully completed its voluntary public tender offer for Spar Nord Bank, acquiring a significant majority of shares, and intends to proceed with compulsory acquisition and delisting of Spar Nord Bank shares from Nasdaq Copenhagen [1][6][9]. Group 1: Offer Details - Nykredit's initial offer was for DKK 210 per share, later increased to DKK 210.50, valuing Spar Nord Bank at DKK 24.7 billion [1][2]. - The offer period ended on 20 May 2025, with preliminary acceptances for 72,169,403 shares, representing 61.32% of Spar Nord Bank's share capital [3][4]. - Nykredit's total ownership, including acceptances and existing shares, amounts to 96.54% of Spar Nord Bank's share capital [4][6]. Group 2: Regulatory and Completion Status - Nykredit has received all necessary regulatory approvals for the offer's completion, fulfilling the minimum acceptance condition [6][9]. - The final result of the offer will be published by 23 May 2025, with settlement expected by 28 May 2025 [7][8]. Group 3: Future Actions - Nykredit plans to initiate compulsory acquisition of remaining shares from Spar Nord Bank shareholders, as it will hold over 90% of the share capital post-offer [9][10]. - Nykredit intends to seek the removal of Spar Nord Bank shares from trading on Nasdaq Copenhagen and will propose amendments to Spar Nord Bank's articles of association [10].

Group 1 - Nykredit has received approval from the Danish Competition and Consumer Authority for its voluntary takeover offer for Spar Nord Bank A/S, marking the completion of all necessary regulatory approvals [1][2] - The offer period for the takeover will expire on 20 May 2025 at 23:59 (CEST), with Nykredit planning to announce the preliminary calculation of acceptances on 21 May 2025 [3] - The completion of the offer is still subject to the fulfillment of remaining conditions outlined in the Offer Document [2]