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Nilfisk Holding — M&A Activity 2026
Feb 19, 2026
3408_rns_2026-02-19_a83cb29a-32cc-423c-96a9-9f3995c7e7f3.pdf
M&A Activity
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
SUPPLEMENT OF 19 FEBRUARY 2026 TO THE VOLUNTARY RECOMMENDED PUBLIC TAKEOVER OFFER
TO THE SHAREHOLDERS OF
Nilfisk Holding A/S
(Company registration (CVR) no. 38 99 88 70)
submitted by

Freudenberg Home and Cleaning Solutions GmbH
(Company Registration no. HRB 431930)
19 February 2026
Financial Advisor to the Freudenberg Group
Legal Advisors to Freudenberg
Joint Financial Advisor and Settlement Agent
This Supplement and Schedules hereto contain important information and should be read carefully before any decision is made with respect to accepting the Offer submitted by the Offeror for all Shares and Shares held by Shareholders present or resident in certain Restricted Jurisdictions.
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1. Supplement concerning extension of the Offer Period
This is a supplement (the "Supplement") to the voluntary recommended public takeover offer (the "Offer") submitted on 7 January 2026 by Freudenberg Home and Cleaning Solutions GmbH (the "Offeror" or "Freudenberg") to the Shareholders of Nilfisk Holding A/S (the "Company" or "Nilfisk"), to acquire all shares (excluding Treasury Shares) in Nilfisk.
The offer document (the "Offer Document") containing the terms and conditions of the Offer was approved by the Danish FSA and published on 7 January 2026.
The Offer Document states that the Offer is valid during the Offer Period, commencing on the date of the publication of the Offer Document until 18 February 2026 at 23:59 (CET) (the "Initial Offer Period").
This Supplement to the Offer Document has been approved by the Danish FSA and subsequently published by Freudenberg on 19 February 2026 in accordance with section 9(4), section 9(5) and section 21(3) of the Danish Takeover Order. The Supplement should be read in conjunction with the Offer Document and, unless otherwise provided in this Supplement, the terms and expressions defined therein shall have the same meaning as ascribed to them in the Offer Document.
All references in this Supplement and in the Offer Document to the "Offer" are to be understood as a reference to the Offer as originally set out in the Offer Document and amended by way of this Supplement.
2. Extension of the Initial Offer Period
In accordance with sections 9(4) and 21(3) of the Danish Takeover Order and section 4.8 of the Offer Document, Freudenberg has decided to extend the Initial Offer Period. The reason for the extension is to provide Freudenberg with additional time to receive all the regulatory approvals required to fulfil the Regulatory Conditions (as defined in the Offer Document).
With this Supplement, Freudenberg extends the Initial Offer Period, such that the Offer will now expire on 8 April 2026 at 23:59 (CEST). Subsequently, any reference to the "Offer Period" in the Offer Document or other documents relating to the Offer will refer to the period commencing on the day of publication of the Offer Document (namely, 7 January 2026) and ending on 8 April 2026 at 23:59 (CEST) (the "Extended Offer Period").
In the Board Statement published on 7 January 2026, Nilfisk's Board decided to recommend the Shareholders to accept the Offer. The contents of this Supplement do not cause Nilfisk's Board to change its recommendation to the Shareholders to accept the Offer, which is still recommended on the basis set out in the Board Statement.
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If the Offer is not extended further than to 8 April 2026 at 23:59 (CEST), Completion is expected to take place on 15 April 2026, although Freudenberg reserves the right to further extend the Extended Offer Period (one or more times) in accordance with the terms and conditions set out in section 4.8 of the Offer Document and section 9 of the Danish Takeover Order. Such further extension will result in the date of Completion being extended accordingly.
If the Regulatory Conditions (see sections 4.9 and 4.16 of the Offer Document), has not been fulfilled by the expiry of the Extended Offer Period, Freudenberg can extend the Extended Offer Period further until the relevant required Regulatory Approvals have been obtained. However, the Extended Offer Period cannot be extended beyond nine (9) months in total calculated from the time of publication of the Offer Document, unless an exemption is granted by the Danish FSA in accordance with section 34 of the Danish Takeover Order.
If the Regulatory Conditions are not satisfied by the expiry of the Extended Offer Period, Freudenberg shall extend the Extended Offer Period further to provide Freudenberg with additional time to obtain the required Regulatory Approvals to fulfil the Regulatory Conditions in accordance with the Announcement Agreement.
All terms and conditions of the Offer as described in the Offer Document remain unchanged, except that the Offer Period (and other important dates relating to the Offer that have been extended as a consequence of the Extended Offer Period), which has been extended in accordance with this Supplement. The full terms and conditions of the Offer, including the procedure describing how Shareholders accept the Offer and detailed information about settlement, are described in the Offer Document as amended by this Supplement.
The Offer Document and the Supplement are published in the Danish FSA's OAM-database: https://portal.finanstilsynet.dk/ and can also, with certain restrictions, be accessed at https://www.freudenberg.com/en/documentsforoffer.
3. Updated overview of important dates
The following timetable sets forth certain future key dates relating to the Offer of which the Shareholders should be aware (assuming that the Offer is not extended further than to 8 April 2026 at 23:59 (CEST)).
| 18 February 2026, 23:59 | Expiry of the Initial Offer Period – the date is no longer rele |
|
|---|---|---|
| (CET) | vant in relation to the Offer. | |
| 19 February 2026 |
Publication of Supplement to the Offer Document concerning | |
| extension of the Offer Period until 8 April 2026. |
||
| 8 April 2026, 23:59 |
Expiry of the Extended Offer Period (subject to further exten | |
| (CEST) | sion of the offer period and provided that the Offer is not |
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| withdrawn by the Offeror in accordance with the terms of the Offer). |
|
|---|---|
| 9 April 2026, 17:59 (CEST) |
Publication of preliminary results of the Offer (or, alterna tively, the latest announcement of an extension of the Offer Pe riod or withdrawal of the Offer). |
| 13 April 2026 |
Latest expected announcement of the final result of the Offer (assuming no further extension of the Offer Period). |
| 15 April 2026 |
Latest expected day for settlement of the Offer Price per share due to accepting Shareholders pursuant to the Offer (assuming no further extension of the Offer Period). |
| 15 April 2026 |
Latest date that the Offer Price per share due to accepting Shareholders under the Offer is expected to be available on the accepting Shareholders' bank account (assuming no further ex tension of the Offer Period).* |
The timetable above is subject to any further extensions of the Offer Period.
4. Offer conditions
The Completion of the Offer continues to be subject to the conditions set out in section 4.9 of the Offer Document being satisfied or waived by the Offeror, in full or in part, prior to the Final Results Announcement (as defined in the Offer Document).
4.1 Status for fulfilment of the Minimum Acceptance Condition – section 4.9 (A)
Based on a preliminary calculation of the acceptances received by the Settlement Agent (Danske Bank) as of the date of this Supplement, Shareholders representing approx. 81.22 per cent of Nilfisk's share capital have accepted the Offer. This indicates that the Minimum Acceptance Condition is not satisfied at the time of this Supplement.
The above preliminary calculation includes acceptances submitted pursuant to the Irrevocable Undertakings and acceptances submitted by Freudenberg SE, which during the Offer Period has acquired 1,329,192 Shares, corresponding to approx. 4.9 per cent of the total share capital of Nilfisk.
4.2 Status for fulfilment of the Regulatory Conditions – section 4.9 (B) and (C)
As of the date of this Supplement, Freudenberg has obtained Regulatory Approval in the United States in respect of the Competition Condition.
* Payment to Shareholders who do not have a Danish bank account may take longer.
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All other Regulatory Approvals required under the Offer Document, including merger control clearances in the European Union, Turkey and Australia, as well as foreign subsidy regulation control in the European Union, remain outstanding as of the date of this Supplement. Based on current information, Freudenberg expects to receive the last outstanding Regulatory Approval in early Q2 2026.
5. To Shareholders who have already accepted the Offer
Acceptances of the Offer already made remain valid and will not be affected by the extension of the Offer Period. Shareholders who have already given their acceptances of the Offer thus do not have to take further action as a result of the extension of the Offer Period.
6. To Shareholders who have not yet accepted the Offer
Shareholders who have not yet accepted the Offer, but who wish to accept the Offer, should follow the acceptance procedure described in section 10.1 of the Offer Document. An updated Acceptance Form is included at the end of this Supplement and may also, with certain restrictions, be accessed in both a Danish and an English version at https://www.freudenberg.com/en/documentsforoffer.
Shareholders are informed that acceptance of the Offer must be notified to the Shareholder's own Custodian Bank or other account holding institution in due time to allow the account holding institution to process and communicate the acceptance to Danske Bank which must have received such acceptance prior to the expiry of the Extended Offer Period on 8 April 2026 at 23:59 (CEST) or in case of a further extension of the Offer Period on such later date and time as stated in the notice of extension of the Offer Period.
Shareholders wishing to accept the Offer are requested to use the Acceptance Form attached to this Supplement as Schedule A or online via their account holding institution's eBanking, if provided by the institution. Most Danish Custodian Banks and other account holding institutions will send a notice regarding the Offer and related instructions regarding the Offer to their customers who are registered as Shareholders.
7. Versions and other matters regarding the Supplement
7.1 Versions
This Supplement has been prepared in a Danish-language and an English-language version. Both the Danish and the English-language version are published in the Danish FSA's OAMdatabase on https://portal.finanstilsynet.dk/ and can also, with certain restrictions, be accessed at https://www.freudenberg.com/en/documentsforoffer. The Danish FSA has neither reviewed nor approved the English translation of this Supplement. In the event of any discrepancies
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between the contents of the Danish version of the Supplement and the English translation, the Danish-language wording of the Supplement shall prevail.
7.2 Offer Document and Supplement
The Offer is submitted only in the form of the Offer Document and this Supplement approved by the Danish FSA, which set out the full terms and conditions of the Offer, including information on how to accept the Offer. The Shareholders are advised to read the Offer Document, this Supplement and related documents as they contain important information.
7.3 Approval of the Supplement by the Danish FSA
The Danish FSA has approved the Danish-language version of the Supplement in accordance with the Danish Capital Markets Act and the Danish Takeover Order prior to publication on 19 February 2026. The Offer Document and this Supplement have not been reviewed by any public or other authority in any jurisdiction other than Denmark.
The Offer Document as amended by this Supplement is the only legally binding Offer made by the Offeror to the Shareholders. The Offer is made only on the terms and conditions set out in the Offer Document as amended by this Supplement.
No registrations, authorisations or approvals pursuant to any Laws other than the Laws of Denmark have been made on the date of publication of this Supplement.
7.4 Notice to the Shareholders in the U.S.
Shareholders who are resident, domiciled, or have their habitual place of residence in the U.S ("U.S Shareholders") are advised that the Shares are not admitted to trading or listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Offer is being made to U.S. Shareholders pursuant to Section 14(e) of, and Regulation 14E under the U.S. Exchange Act and on the same terms and conditions as those made to all other Shareholders to whom an offer is made. Any information documents, including the Offer Document and this Supplement will be disseminated to U.S. Shareholders in English on a basis comparable to the method that such documents are provided to the other Shareholders to whom an offer is made.
The Offer is being made by the Offeror and no one else. The Offer is being made to U.S. Shareholders under Tier I Exemption, and otherwise in accordance with the requirements of Danish Law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures, waiver
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of conditions and timing of payments, that are different from those that would be applicable under the U.S. tender offer rules.
To the extent permitted by Danish Law and practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, the Offeror and its Affiliates or brokers (acting as agents for the Offeror or its Affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the U.S. during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Danish Law and practice. To the extent information about such purchases or arrangements to purchase is made public in Denmark, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the U.S. or other means reasonably calculated to inform U.S. Shareholders of such information. In the ordinary course of business, the financial advisor to the Offeror and its Affiliates may make or hold a broad array of investments including serving as counterparties to certain derivative and hedging arrangements and actively trade debt and equity financial instruments (or related derivative financial instruments) and other types of financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and financial instrument activities may involve securities and/or instruments of the Company.
It may be difficult for U.S. Shareholders to enforce their rights and claims under U.S. federal securities Laws because the Offeror is organised and governed under German Law, while the Company is organised and governed under Danish Law, and all of the relevant officers and directors of the Company are resident outside of the United States. Shareholders may not be able to sue the Offeror or the Company or their respective officers or directors in a non-U.S. court for violations of U.S. securities Laws, and it may be difficult to compel the Offeror or the Company and their respective officers or directors to subject themselves to a U.S. court's judgment.
The receipt of cash pursuant to the Offer by a U.S. Shareholder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax Laws. Each U.S. Shareholder is urged to consult its own legal, tax and financial advisor in connection with making a decision regarding the Offer and any applicable tax consequences of accepting the Offer.
THE OFFER DOCUMENT AND THIS SUPPLEMENT MAY NOT BE DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHAT-SOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THE OFFER DOCUMENT AND THIS SUPPLEMENT IN WHOLE OR IN PART IS UNAUTHORISED.
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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, THE OFFER DOCUMENT OR THIS SUPPLEMENT, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR PROVIDED AN OPINION AS TO THE ACCURACY OR COM-PLETENESS OF THE OFFER DOCUMENT, THIS SUPPLEMENT OR ANY OTHER DOCUMENTS REGARDING THE OFFER. ANY DECLARATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENCE IN THE U.S.
7.5 Notice to the Shareholders in the U.K.
The Offer Document and this Supplement has not been approved by an authorised Person for the purposes of Section 21 of the Financial Services and Markets Act 2000 (as amended from time to time). The Offer Document and this Supplement is directed only at (i) Persons in the U.K. who are investment professionals within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (ii) Persons falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (high net worth companies, unincorporated associations, partnerships and trustees of high value trusts), (iii) Persons outside the U.K., or (iv) other Persons to whom it may lawfully be communicated under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Relevant Persons"). Any investment or investment activity to which the Offer Document and this Supplement relate is available only to, and will be engaged in only with, Relevant Persons. Persons who are not Relevant Persons (including, but not limited to, the general public in the U.K.) must not act on or rely upon the Offer Document and this Supplement.
7.6 Cautionary note with regard to forward-looking statements
This Supplement contains forward-looking statements and statements of future expectations that reflect the Offeror's current views and assumptions with respect to future events. Such statements are subject to known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied and that are beyond the Offeror's ability to control or estimate precisely. In addition to statements which are forward-looking by reason of context, forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes", "anticipates", "intends", "expects", "may", "will", "shall", "potential", "continue" and other similar expressions. The absence of such terminology does not necessarily mean that a statement is not forward-looking. Actual results, performance or events may differ materially from those statements due to, without limitation, (i) general economic conditions, (ii) future performance of financial markets, (iii) interest rate levels, (iv) currency exchange rates, (v) the behaviour of other market participants, (vi) general competitive factors, (vii) changes in Laws, (viii) changes in the policies of central banks, governmental regulators and/or (foreign) governments, (ix) the ability to successfully integrate acquired and merged businesses and achieve
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anticipated synergies, (x) reorganisation measures, in each case on a local, national, regional and/or global basis, and (xi) litigations or other legal proceedings. The forward-looking statements included in this Supplement speak only as of the date hereof.
Although the Offeror believes that the expectations reflected in these forward-looking statements are reasonable as of the date of this Supplement, such forward-looking statements are based on the Offeror's current expectations, estimates, forecasts, assumptions and projections about the Offeror Group's business, the Company's business and, following completion of the Offer, including settlement of the Offer in accordance with the terms and conditions as set out in the Offer, the combined Offeror Group and the Company (the "Combined Group") business and the industry in which the Combined Group operates as well as on information which the Offeror has received from the Company (including with respect to forecasts prepared by the Company's management with respect to expected future financial and operating performance of the Company) and/or which has been extracted from publications, reports and other documents prepared by the Company and/or the Offeror Group and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other important factors beyond the Offeror Group's, the Company's and/or the Combined Group's control that could cause the Offeror Group's, the Company's or the Combined Group's actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.
Other than to the extent required by applicable Law, neither the Offeror nor any of its advisors assume any obligation to update such forward-looking statements contained herein or to reflect any change in their respective expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based and to adapt them to future events or developments.
7.7 Disclaimer
Apart from the responsibilities and liabilities, if any, which may be imposed by Danish Law or under the regulatory regime of any other jurisdiction where exclusion of responsibility or liability under the relevant regulatory regime would be illegal, void or unenforceable, neither J.P. Morgan or Danske Bank A/S, as financial advisorsto the Freudenberg Group and Freudenberg, respectively, or in any other capacity (nor any of J.P. Morgan's and Danske Bank A/S's respective Subsidiaries, branches or affiliates) accept any responsibility whatsoever for the contents of the Offer Document and this Supplement, including with respect to its accuracy, correctness or completeness or for any other statement made or purported to be made by the Offeror, or on its behalf, in connection with the Offer. Save for the aforementioned responsibilities and liabilities, if any, which may be imposed under applicable Law, J.P. Morgan and Danske Bank A/S (and any of J.P. Morgan's and Danske Bank A/S' respective Subsidiaries, branches or affiliates) disclaims any and all liability, whether arising in tort, contract, or
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otherwise (save as referred to above), which they might otherwise have in respect of such document or any such statement.
In the ordinary course of business, J.P. Morgan and Danske Bank A/S (and J.P. Morgan's and Danske Bank A/S' respective Subsidiaries, branches or affiliates) may make or hold a broad array of investments including serving as counterparties to certain derivative and hedging arrangements and actively trade debt and equity financial instruments (or related derivative financial instruments) and other types of financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and financial instrument activities may involve securities and/or instruments of the Company.
J.P. Morgan and Danske Bank A/S are acting solely as financial advisors to the Freudenberg Group and Freudenberg, respectively, and not to any other person in connection with the Offer. In such capacity, J.P. Morgan and Danske Bank A/S will not be responsible to anyone other than the Freudenberg Group and Freudenberg, respectively, for providing the protections afforded to their clients or for providing financial advice in relation to the Offer or any other matter referred to in the Offer Document and this Supplement.
7.8 Offer Restrictions
Important information for the Shareholders outside of Denmark and for Custodian Banks, brokers, dealers, nominees and other intermediaries holding shares for Persons with residence outside of Denmark.
The Offer Document and this Supplement do not constitute an offer, whether directly or indirectly, in any jurisdiction in which the making, publication, distribution or acceptance of the Offer would not be in compliance with the applicable securities Laws or other applicable Laws of such jurisdiction (any such jurisdictions, the "Restricted Jurisdictions", each a "Restricted Jurisdiction"). The Offeror has determined that the U.S. is not a Restricted Jurisdiction.
The Shareholders who are not resident in Denmark who wish to accept the Offer must make inquiries concerning applicable Laws and possible tax consequences.
The Offer is not being made, directly or indirectly, in or into the Restricted Jurisdictions by use of mail or any other communication means, or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone, and the internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue of the Restricted Jurisdictions and the Offer cannot be accepted by any such use or by such means, instrumentality, or facility of, in or from, the Restricted Jurisdictions. Accordingly, the Offer Document, this Supplement and any documentation relating to the Offer are not being and
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should not be sent, mailed, or otherwise distributed or forwarded in or into the Restricted Jurisdictions.
The Offer Document and this Supplement are not being, and must not be, sent to the Shareholders with registered addresses in the Restricted Jurisdictions. Custodian Banks, brokers, dealers and other nominees holding shares for Persons in the Restricted Jurisdictions must not forward the Offer Document, this Supplement or any other document received in connection with the Offer to such Persons.
Persons receiving such documents or information (including custodians, Custodian Banks, nominees, trustees, representatives, fiduciaries or other intermediaries) should not distribute or send them in or into a Restricted Jurisdiction or use the mails or any means, into or within Restricted Jurisdiction in connection with the Offer. Any failure to comply with these restrictions may constitute a violation of the securities Laws of any of the Restricted Jurisdictions. It is the responsibility of all Persons obtaining the Offer Document, this Supplement, an Acceptance Form and/or other documents relating to the Offer Document, this Supplement or to the Offer or into whose possession such documents otherwise come, to inform themselves of and observe all such restrictions.
Any recipient of the Offer Document and this Supplement who is in any doubt about such Person's status in relation to these restrictions should consult such Person's professional advisor in the relevant territory. Any Person (including, without limitation, custodians, Custodian Banks, nominees, trustees, representatives, fiduciaries or other intermediaries) who intends to forward the Offer Document, this supplement or any related document to any jurisdiction outside of Denmark should inform themselves of these restrictions before taking any action.
None of Freudenberg, its advisors (including J.P. Morgan) or Danske Bank accepts or assumes any responsibility or liability for any violation by any Person of any such restrictions.
The Offer Document and this Supplement do not represent an offer to acquire or obtain securities other than the Shares that are subject to the Offer. Any purported tender of Shares into the Offer resulting directly or indirectly in a violation of the restrictions described in the Offer Document, this Supplement and the related documents will be invalid. Further, any Person purporting to tender Shares pursuant to the Offer will be deemed not to have made a valid tender if such Person is unable to make the representations and warranties set out in section 2.2 (Representations, warranties and certifications as to restrictions) below and any corresponding representations and warranties in the Acceptance Form.
Acceptances of the Offer and tenders of Shares made by a Person located in a Restricted Jurisdiction, by any custodian, Custodian Bank, nominee, trustee, representative, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the Restricted Jurisdictions, or by the use of mails or any other communication means,
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within the Restricted Jurisdictions, directly or indirectly, will not be accepted (and should not be accepted by any such custodian, Custodian Bank, nominee, trustee, representative, fiduciary or other intermediary holding Shares for any Person).
Any Acceptance Form or other communication relating to the Offer that originates from, is post-marked from, bears a return address in, or otherwise appears to have been dispatched from, the Restricted Jurisdictions will not be accepted (and should not be accepted by any custodian, Custodian Bank, nominee, trustee, representative, fiduciary or other intermediary).
Acceptances of the Offer and tenders of Shares will not be accepted (and should not be accepted by any custodian, Custodian Bank, nominee, trustee, representative, fiduciary or other intermediary) if the consideration for the Shares is required to be mailed or otherwise delivered in or into a Restricted Jurisdiction or if an address within a Restricted Jurisdiction is provided for receipt of the Offer Price as consideration for the Shares in the Offer or the return of the Acceptance Form.
Each of the Offeror and Danske Bank reserves the right, in its absolute discretion (and without prejudice to the relevant Shareholder's responsibility for the representations and warranties made by it), to (a) reject any (purported) tender of Shares without investigation because the origin of such tender cannot, or cannot reasonable, be determined, or (b) investigate, in relation to any tender of Shares pursuant to the Offer, whether any such representations and warranties given by a Shareholder are correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representations and warranties are not correct, such tender may be rejected.
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SCHEDULE A - ACCEPTANCE FORM
This acceptance form and the Offer (as defined below) to which this acceptance form relates are not directed at shareholders 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 U.S. Securities Exchange Act of 1934, as amended). The Offer is not made, directly or indirectly, to shareholders resident in any jurisdiction in which the submission of the Offer or acceptance thereof would contravene the law of such jurisdiction. Any person acquiring possession of this acceptance form, the Offer Document or the Supplement to which this acceptance form relates is expected and assumed to obtain on his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions.
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Acceptance of the sale of shares in Nilfisk Holding A/S - Company registration (CVR) no. 38 99 88 70
(To be submitted to the shareholder's account holding institution for endorsement and processing)
Acceptance must take place through the shareholder's account holding institution in due time to allow the account holding institution to process and communicate the acceptance to Danske Bank which must have received such acceptance no later than 8 April 2026 at 23:59 (CEST) or in case of an extended offer period on such later date and time as stated in the notice of extension of the offer period.
The undersigned represents that the shares sold are free from any and all charges, liens, encumbrances and any other third party rights. The undersigned shall pay all brokerage fees and/or other costs arising from the sale of its shares in Nilfisk Holding A/S.
Subject to the terms set out in the offer made by Freudenberg Home and Cleaning Solutions GmbH, on 7 January 2026 (the "Offer"), I/we the undersigned hereby accept the Offer for payment of DKK 140 in cash as adjusted in accordance with the terms and conditions of the offer document relating to the Offer as amended by the supplement of 19 February 2026 (including for payment of any dividend prior to completion) for each Nilfisk Holding A/S share of a nominal value of DKK 20 and place an order for sale of the following number of shares of DKK 20 nominal value in Nilfisk Holding A/S (ISIN securities code DK0060907293):
| DK0060907293): | |
|---|---|
| No. of Nilfisk Holding A/S shares: | |
| I/we permit the effectuation of the sale by transfer of the Nilfisk Holding A/S shares from my/our custodian account with: | |
| Account holding institution: | Euronext Securities Copenhagen-account: |
| The proceeds from the Nilfisk Holding A/S shares sold must be transferred to: | |
| Bank name and bank address: | Registration No./Account No.: |
I/we confirm that the name and address that I/we provide in the signature block below matches the name and address on the bank statement for the above account.
Acknowledgment regarding applicable wire transfer and/or exchange rate fees
I/We agree and acknowledge that I/we are responsible for any applicable wire transfer and/or exchange rate fees applied by the receiving bank as a result of receiving proceeds from the Nilfisk Holding A/S shares sent to me/us by Freudenberg Home and
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Cleaning Solutions GmbH. The proceeds from the Nilfisk Holding A/S shares will be paid and sent in Danish Kroner and if transferred to a bank outside of Denmark may be exchanged by the receiving bank for the local currency of such bank at an exchange rate determined by the receiving bank in its sole discretion. I/we agree and acknowledge that exchange rates may fluctuate and I/we accept the risk of such fluctuations.
I/We hereby confirm, and consent to, that this acceptance form and the information provided herein may be shared between Danske Bank and my/our custodian bank for the purpose of accepting the Offer dated 7 January 2026, as amended by the supplement of 19 February 2026.
Information about the tendering shareholder and signature:
| Name: | |||
|---|---|---|---|
| Address: | |||
| Postal code, city and country: | |||
| Registration No./Personal Identification No.: | |||
| Telephone: | Date and signature: |
The undersigned account holding institution agrees to transfer the above Nilfisk Holding A/S shares to Danske Bank if Freudenberg Home and Cleaning Solutions GmbH determines in its reasonable discretion that this acceptance form is in accordance with the Offer and that the conditions to the Offer (as set out in the offer document relating to the Offer as amended by the supplement of 19 February 2026) have been satisfied or (subject to applicable laws, rules and regulations) waived by Freudenberg:
| Registration No.: | CD-identification: |
|---|---|
| Company stamp and signature: | |
Information to the custodian bank:
Upon the endorsement of this acceptance form, the shareholder's account holding institution shall no later than by 8 April 2026 at 23:59 (CEST) (or in case of an extended offer period at such later date and time as stated in the notice of extension of the offer period) have submitted the acceptance of the Offer to:
Danske Bank A/S, Bernstorffsgade 40, 1577 Copenhagen V, Denmark, Email: [email protected]
Those who accepts the Offer may provide personal data to Danske Bank. Personal data provided to Danske Bank will be processed in data systems to the extent required to provide services and administer matters in Danske Bank. Personal data obtained from a party other than the customer to whom the processing relates may also be processed. Personal data may also
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be processed in data systems at companies and organisations with which Danske Bank cooperate. Information regarding the processing of personal data is provided by Danske Bank's branch offices, which also accept requests for correction of personal data. Personal data may be obtained by Danske Bank in connection with settlement of the Offer in the systems of VP Securities A/S (Euronext Securities Copenhagen). For detailed information about Danske Bank's handling of personal information, see https://danskebank.dk/PDF/GDPR/Danske\_Bank\_privacy\_notice.pdf.