Spar Nord Bank

M&A Activity • May 23, 2025

Company announcement no. 14

Nykredit announces final result of the takeover offer

NOT FOR DIRECT OR INDIRECT RELEASE, PUBLICATION OR DISTRIBUTION IN OR TO ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBU-TION WOULD BE CONTRARY TO APPLICABLE LEGISLATION OR RULES OF SUCH JURISDICTION

Nykredit has announced the final result of the takeover offer

With reference to Spar Nord Bank A/S' (Spar Nord) company announcement no. 13/2025 concerning the preliminary result of 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 final result of the Offer. Nykredit's announcement is attached.

Final result

The offer period expired on 20 May 2025 at 23:59 (CEST), and the preliminary result was announced on 21 May 2025.

Nykredit has announced the final result of the Offer and informed Spar Nord that it has received acceptances representing 72,169,763 Spar Nord shares. Together with Nykredit's holding of Spar Nord shares, this corresponds to 94.15% of the entire share capital and total number of voting rights in Spar Nord. On that basis, Nykredit will upon completion of the Offer hold 96.54% of the share capital and voting rights in Spar Nord, excluding treasury shares held by Spar Nord.

Relevant public authority approvals have been obtained (cf. company announcement no. 12/2025), and the final summation of acceptances confirms that the minimum condition for acceptance is also fulfilled. Nykredit therefore considers all conditions to completion pursuant to the Offer as satisfied, and Nykredit intends to complete the Offer on the terms as set forth in the offer document.

Spar Nord Bank A/S Executive Board

Spar Nord Bank A/S Skelagervej 15 9000 Aalborg

Reg. no. 9190 Swift spno dk 22

23.05.2025

Completion and settlement

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

Settlement is expected on 28 May 2025 where the cash consideration will be paid to each shareholder who has validly accepted and not validly withdrawn the acceptance of the Offer.

Compulsory acquisition and delisting

Based on the final 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.

Relevant material is, subject to certain restrictions, made available at https://www.sparnord.com/investor-relations/takeover-offer

Questions may be directed to Neel Rosenberg (media) on +45 25 27 04 33 or to CFO Rune Brandt Børglum (investors)on +45 96 34 42 36.

Important information

This announcement (the Announcement) is not directed at shareholders in Spar Nord Bank A/S whose participation in the Offer would require the issuance of an Offer document, registration or other activities other than what is required under Danish law (and, in the case of shareholders in the United States of America, Section 14(e) of, and applicable provisions of Regulation 14E promulgated under, the US Securities Exchange Act of 1934, as amended). The Offer is not and will not be made, neither directly nor indirectly, to shareholders resident in any jurisdiction in which making the Offer or accepting it would be contrary to the legislation of such jurisdiction. Any person coming into possession of this Announcement or any other document containing a reference to the Offer is expected and assumed to personally obtain any necessary information about any applicable restrictions and to observe such restrictions.

This Announcement does not constitute an offer or an invitation to purchase securities or a solicitation of an offer to purchase securities under the Offer or otherwise. The Offer is made solely by means of an Offer document approved by the Danish Financial Supervisory Authority, which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Shareholders in Spar Nord are advised to read the Offer

document and its related documents when they are published as they contain important information.

Important information for shareholders in the United States

The Offer will be made for the shares in Spar Nord Bank A/S 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 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 (the "U.S. Exchange Act"), including 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 should be aware that this Announcement and any other documents regarding the Offer have been prepared in accordance with, and will be subject to, the 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.

In accordance with the laws of, and practice in, Denmark and to the extent permitted by applicable law, including Rule 14e-5 under the U.S. Exchange Act, Nykredit, any of its affiliate or any nominees or brokers of the foregoing (acting as agents, or in a similar capacity, for Nykredit or any of its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase, or arrange to purchase outside of the United States, shares in Spar Nord or any securities that are convertible into, exchangeable for or exercisable for such shares in Spar Nord before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be announced through Nasdaq Copenhagen and relevant electronic media if, and to the extent, such announcement is required under applicable law. To the extent information about such purchases or arrangements to purchase is made public in Denmark, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Spar Nord of such information.

In addition, subject to the applicable laws of Denmark and U.S. securities laws, including Rule 14e-5 under the U.S. Exchange Act, the financial advisers to Nykredit or their respective affiliates may also engage in ordinary

course trading activities in securities of Spar Nord, which may include purchases or arrangements to purchase such securities.

It may not be possible for U.S. Shareholders to effect service of process within the United States upon Spar Nord, Nykredit or any of their respective affiliates, or their respective officers or directors, some or all of which may reside outside the United States, or to enforce against any of them judgments of the United States courts predicated upon the civil liability provisions of the federal securities laws of the United States or other U.S. law. It may not be possible to bring an action against Nykredit, Spar Nord and/or their respective officers or directors (as applicable) in a non-U.S. court for violations of U.S. laws. Further, it may not be possible to compel Nykredit and Spar Nord or their respective affiliates, as applicable, to subject themselves to the judgment of a U.S. court. In addition, it may be difficult to enforce in Denmark original actions, or actions for the enforcement of judgments of U.S. courts, based on the civil liability provisions of the U.S. federal securities laws.

The Offer, if consummated, may have consequences under U.S. federal income tax and under applicable U.S. state and local, as well non-U.S., tax laws. Each shareholder of Spar Nord is urged to consult its independent professional adviser immediately regarding the tax consequences of the Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY SECU-RITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN ANY STATE OF THE U.S. HAS APPROVED OR DECLINED TO APPROVE THE OFFER OR THIS AN-NOUNCEMENT, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR PROVIDED AN OPINION AS TO THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OFFER DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.