Gjensidige Forsikring ASA

M&A Activity • Jul 2, 2018

GJF: Sale of Gjensidige Bank to Nordea - entering strategic distribution partnership

GJF: Sale of Gjensidige Bank to Nordea - entering strategic distribution partnership

Gjensidige Forsikring ASA ("Gjensidige" or the "Company") has entered into a

Share Purchase Agreement with Nordea for the sale of Gjensidige Bank ASA

("Gjensidige Bank").

The agreed purchase price is NOK 5.5 billion for 100 per cent of the share

capital of Gjensidige Bank, payable fully in cash at completion, subject to

certain adjustments based on the performance of the bank until closing of the

transaction. The parties have also entered into a strategic partnership

agreement with respect to mutual distribution of non-life insurance and

financing products in Norway.

Closing is expected to take place during Q1 2019, subject to customary

regulatory approvals.

Gjensidige's management will host a conference call for investors and analysts

today, 2 July 2018, at 10.00 CET. Please find conference call details below.

The divestment of Gjensidige Bank and the reciprocal partnership with Nordea in

Norway will allow Gjensidige to enhance focus on core operations while

continuing to distribute the loyalty-enhancing combination of insurance and

financing products to Gjensidige's customers. In addition, Nordea will

distribute Gjensidige's insurance products to their base of 900 000 customers in

Norway.

"We are firmly convinced about the strategic importance of offering both

insurance and financing products to our customers in Norway. Our partnership

agreement with Nordea will enable Gjensidige to offer a wider range of financing

products to both private and commercial customers. The agreement will also

provide the opportunity to expand our customer reach through the leading Nordic

bank with digitalisation and innovation high on the agenda. We are very pleased

with the agreement and look forward to a close collaboration with Nordea going

forward", says CEO Helge Leiro Baastad.

"We view Nordea and Gjensidige as natural strategic partners. Both of us have a

strong internal culture and our set of values are a perfect match. We are

certain that the customers we both serve will benefit from the wider and better

offering that will follow when two strong partners join forces", says Snorre

Storset, Branch Manager, Nordea Norway.

Gjensidige Forsikring Group is expected to record an estimated gain of

approximately NOK 1.9 billion upon closing of the transaction. This gain will be

excluded from the basis for calculating the payout ratio for regular dividends.

The proceeds from the transaction will provide ample financial resources to

pursue value-enhancing growth opportunities, giving further support to

Gjensidige's short and long-term dividend capacity. If M&A opportunities do not

materialise, excess capital will be paid out over time, in line with

Gjensidige's dividend policy. Gjensidige Forsikring Group's legal solvency

margin as at 31 March 2018 was 159 per cent, and the corresponding pro-forma

margin after the sale is estimated at 233 per cent.

Gjensidige Bank is a nationwide online retail bank and a wholly owned subsidiary

of Gjensidige. Gjensidige Bank offers traditional banking products, primarily to

customers in the retail market. The bank has around 170 000 customers.

Gjensidige Bank Boligkreditt is a wholly owned subsidiary of Gjensidige Bank,

and issues covered bonds (OMF). Gjensidige Bank has around 170 employees.

The Gjensidige Bank executive management team consists of the following persons:

Krister Georg Aanesen, Teemu Alaviitala, Mats Fjeldtvedt, Rajeev Prabhu, Lene

Steinum, Nina Mydske, Alexander von Hirsch, Ole Bjørn Harang, Tor Egil Nedrebø,

Stig Heide, Trond Nyhus and Jan Kåre Raae. All the members of Gjensidige Bank's

executive management team will, subject to closing of the transaction, be

entitled a bonus varying between 3 and 9 monthly salaries, given employment at

the time of closing.

The Gjensidige Bank board consists of the following persons: Mats C. Gottschalk,

Per Kumle, Marianne B. Einarsen, Anita Gundersen, Jannecke Tranås Hjorth, Hans

-Jacob Starheim.

Financial information for Gjensidige Bank is included in the attachment to this

announcement.

Nordea is the largest financial services group in the Nordic region and one of

the biggest banks in Europe with around 11 million customers. The Nordea share

is listed on the Nasdaq Stockholm, Nasdaq Helsinki and Nasdaq Copenhagen

exchanges.

Arctic Securities, Schjødt and EY have acted as advisors to Gjensidige.

Conference call details:

Date and time: 2 July 2018, 10.00 CET

Confirmation code: 4057417

Telephone numbers: Norway +47 21 00 26 10; UK/ Europe +44 (0)330 336 9105; USA

+1 323-794-2093. Other locations, please choose one of the above.

A replay of the conference call will be made available from 2 July at

approximately 13.00 CET.

Replay phone number: +47 23 50 00 77. Replay passcode: 4057417.

Contact persons, Gjensidige Forsikring ASA:

Head of Investor Relations Mitra Hagen Negård, Tel: +47 957 93 631

Head of Communication Øystein Thoresen, Tel: +47 952 33 382

This information is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.