MERGER PLAN. regarding. Spar Nord Bank A/S CVR no Skelagervej 15 DK-9000 Aalborg. and

Transkript

1 The following is an translation of an original Danish document. The original Danish document is the governing document for all purposes, and in case of any discrepancy, the Danish wording will be applicable. MERGER PLAN regarding Spar Nord Bank A/S CVR no Skelagervej 15 DK-9000 Aalborg and Sparbank A/S CVR no Adelgade 5 DK-7800 Skive

2 CONTENTS Page 1 COMPANIES COMPRISED NAME OF CONTINUING COMPANY CONSIDERATION THE NEW SHARES INTERIM BALANCE SHEET, STATEMENT BY VALUATION EXPERTS AND CREDITOR STATEMENT EFFECTIVE DATE CONDITIONS PRECEDENT UNIVERSAL SUCCESSION ANY DEBT INSTRUMENTS WITH SPECIAL RIGHTS REMUNERATION TO THE MANAGEMENT ETC TAXATION...7 2

3 We, the undersigned Board of Directors of Spar Nord Bank A/S CVR no Skelagervej 15 DK-9000 Aalborg ( Spar Nord ) and the undersigned Board of Directors of Sparbank A/S CVR no Adelgade 8 DK-7800 Skive ("Sparbank") do hereby jointly make the following MERGER PLAN 1 COMPANIES COMPRISED 1.1 The merger comprises Spar Nord and Sparbank. 1.2 Spar Nord has registered the following ancillary names: SBN Bank A/S (Spar Nord Bank A/S), Sparbank Nord A/S (Spar Nord Bank A/S), Telefonbanken A/S (Spar Nord Bank A/S), Spar Nordjylland Bank A/S (Spar Nord Bank A/S), Spar Nordjylland Bankaktieselskab, (Spar Nord Bank A/S), Sparekassen Nordjylland A/S ( Spar Nord Bank A/S), Spar Nord Bankaktieselskab (Spar Nord Bank A/S), Aars Bank A/S (Spar Nord Bank A/S). Lokalbank Aabybro A/S (Spar Nord Bank A/S), Lokalbank Aalborg A/S (Spar Nord Bank A/S), Lokalbank Aars A/S (Spar Nord Bank A/S), Lokalbank Brønderslev A/S (Spar Nord Bank A/S), Lokalbank Danmark A/S (Spar Nord Bank A/S), Lokalbank Esbjerg A/S (Spar Nord Bank A/S), Lokalbank Fredericia A/S (Spar Nord Bank A/S), Lokalbank Frederikshavn A/S (Spar Nord Bank A/S), Lokalbank Fåborg A/S (Spar Nord Bank A/S), Lokalbank Grenaa A/S (Spar Nord Bank A/S), Lokalbank Haderslev A/S (Spar Nord Bank A/S), Lokalbank Hadsund A/S (Spar Nord Bank A/S), Lokalbank Hasseris A/S (Spar Nord Bank A/S), Lokalbank Herning A/S (Spar Nord Bank A/S), Lokalbank Hirtshals A/S (Spar Nord Bank A/S), Lokalbank Hjallerup A/S (Spar Nord Bank A/S), Lokalbank Hjørring A/S (Spar Nord Bank A/S), Lokalbank Hobro A/S (Spar Nord Bank A/S), Lokalbank Holbæk A/S (Spar Nord Bank A/S), Lokalbank Holstebro A/S (Spar Nord Bank A/S), Lokalbank Horsens A/S (Spar Nord Bank A/S), Lokalbank Kolding A/S (Spar Nord Bank A/S), Lokalbank København A/S (Spar Nord Bank A/S), Lokalbank Køge A/S (Spar Nord Bank A/S), Lokalbank Løgstør A/S (Spar Nord Bank A/S), Lokalbank Nakskov A/S (Spar Nord Bank A/S), Lokalbank Nyborg A/S (Spar Nord Bank A/S), Lokalbank 3

4 Nykøbing Falster A/S (Spar Nord Bank A/S), Lokalbank Næstved A/S (Spar Nord Bank A/S), Lokalbank Nørresundby A/S (Spar Nord Bank A/S), Lokalbank Odense A/S (Spar Nord Bank A/S), Lokalbank Randers A/S (Spar Nord Bank A/S), Lokalbank Ringsted A/S (Spar Nord Bank A/S), Lokalbank Silkeborg A/S (Spar Nord Bank A/S), Lokalbank Skagen A/S (Spar Nord Bank A/S), Lokalbank Skanderborg A/S (Spar Nord Bank A/S), Lokalbank Skive A/S (Spar Nord Bank A/S), Lokalbank Skjern A/S (Spar Nord Bank A/S), Lokalbank Slagelse A/S (Spar Nord Bank A/S), Lokalbank Støvring A/S (Spar Nord Bank A/S), Lokalbank Svendborg A/S (Spar Nord Bank A/S), Lokalbank Sæby A/S (Spar Nord Bank A/S), Lokalbank Sønderborg A/S (Spar Nord Bank A/S), Lokalbank Terndrup A/S (Spar Nord Bank A/S), Lokalbank Thisted A/S (Spar Nord Bank A/S), Lokalbank Vejgaard A/S (Spar Nord Bank A/S), Lokalbank Vejle A/S (Spar Nord Bank A/S), Lokalbank Viborg A/S (Spar Nord Bank A/S), Lokalbank Østeraa A/S (Spar Nord Bank A/S), Lokalbank Århus A/S (Spar Nord Bank A/S). 1.3 Sparbank has registered the following ancillary names: Sparbank Vest A/S, Skive Sparekasse A/S, Egnssparekassen i Skive A/S, Nordvestjysk Sparekasse A/S, Breum Sparekasse A/S, Ejsing Sparekasse A/S, Haderup Sparekasse A/S, Hald Sparekasse A/S, Harre og Omegns Sparekasse A/S, Hem Sparekasse A/S, Hjerk Sparekasse A/S, Højslev Sparekasse A/S, Junget-Thorum Sparekasse A/S, Oddense Sparekasse A/S, Rødding Sparekasse A/S, Rønbjerg Sparekasse A/S, Sallingsund Sparekasse A/S, Selde-Åsted Sparekasse A/S, Sjørup Sparekasse A/S, Stoholm Sparekasse A/S. 1.4 Spar Nord will be the continuing company, while the discontinuing company, Sparbank, will be dissolved without liquidation in connection with the merger. 1.5 Spar Nord s registered office is located in the Municipality of Aalborg. 1.6 Sparbank s registered office is located in the Municipality of Skive. 2 NAME OF CONTINUING COMPANY 2.1 In connection with the merger, Spar Nord will take over Sparbank s name and ancillary names as new ancillary names. 3 CONSIDERATION 3.1 In connection with the completion of the merger (see Clause 7), the shareholders of Sparbank will receive shares in Spar Nord, such that Sparbank shareholders will receive two new shares of nominally DKK 10 in Spar Nord (the New Shares ) for each one share of nominally DKK 20 in Sparbank. 3.2 No consideration will be payable for the merging banks shares in Sparbank, and Sparbank s (and Sparbank s subsidiaries ) portfolio of shares in Sparbank will be cancelled in connection with the merger and will thus not be exchanged. 4

5 3.3 As of the date of signing this merger plan, the share capital of Spar Nord amounts to nominally DKK 1,141,376,200, divided into shares of nominally DKK As of the date of signing this merger plan, the share capital in Sparbank amounts to nominally DKK 120,533,300 divided into shares of nominally DKK 20. Sparbank s portfolio of treasury shares amounts to nominally DKK 6,610,320 as of the date of signing this merger plan. 3.5 As a result of the merger, the share capital in Spar Nord will be increased by nominally DKK 113,922,980, which is thus payable as consideration in connection with the merger. After the merger, the share capital of Spar Nord will amount to DKK 1,255,299,180, equal to 125,529,918 shares of nominally DKK THE NEW SHARES 4.1 The New Shares will have the same rights as Spar Nord s existing shares and will rank for dividend as from the time when the New Shares are issued, and will be admitted for listing in the same ISIN code as Spar Nord s existing shares. 4.2 The issuing of New Shares to the shareholders of Sparbank will be effected through VP Securities immediately after recording the merger with the Danish Business Authority. The shareholders of Sparbank will receive a notice when the merger has been recorded with the Danish Business Authority. 4.3 The new shares will be registered in the Register of Shareholders of Spar Nord the day after the recording of the capital increase with the Danish Business Authority. 4.4 An application for admission of the New Shares to trading and official listing on NASDAQ OMX will be made, the expected first trading day being 16 November INTERIM BALANCE SHEET, STATEMENT BY VALUATION EXPERTS AND CREDITOR STATEMENT 5.1 The merging companies have each prepared an interim balance sheet as at 31 July 2012 in accordance with section 239(1) of the Danish Companies Act (selskabsloven). The interim balance sheets are available on the merging companies' individual websites and are furthermore enclosed in the company announcement regarding the merger published by the merging companies. 5.2 The merging companies have arranged for the preparation of a joint valuation expert statement on the merger plan, including on the consideration in accordance with section 241(1) of the Danish Companies Act. The valuation expert statement has been prepared by KPMG Statsautoriseret Revisionspartnerselskab and PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab. The valuation expert statement is available on the merging companies' individual websites and is furthermore enclosed in the company announcement regarding the merger published by the merging companies. 5

6 5.3 The independent valuation experts mentioned in Clause 5.2 have furthermore prepared a declaration as to the creditors' position after the merger in accordance with section 242 of the Danish Companies Act. 6 EFFECTIVE DATE 6.1 In connection with the merger, Sparbank s rights and obligations will be transferred to Spar Nord with accounting effect as of 1 January 2012 in accordance with section 237(3) para. 8 of the Danish Companies Act, it being noted that for use in preparing the 2012 Consolidated Financial Statements in accordance with IFRS as approved by the EU, and when presenting the Parent Company s Financial Statements in accordance with section 145 of the Executive Order on financial statements of financial companies, Spar Nord will complete the merger with accounting effect from the date on which all the terms and conditions stated in Clause 7 have been met. 7 CONDITIONS PRECEDENT 7.1 Completion of the merger is conditional upon: the respective General Meetings of Spar Nord and Sparbank adopting the merger with a majority of at least two thirds of the votes cast and of the portion of the share capital represented at the General Meeting; and the Danish Financial Supervisory Authority and the Danish Competition and Consumer Authority approving the merger, without such approvals requiring compliance with terms and conditions that are unacceptable in the opinion of Spar Nord and/or Sparbank. 8 UNIVERSAL SUCCESSION 8.1 Upon the merger, Spar Nord will take over all Sparbank's assets and liabilities, rights and obligations without exception. 8.2 Accordingly, as the universal successor Spar Nord is fully vested with the rights and obligations of Sparbank. 9 ANY DEBT INSTRUMENTS WITH SPECIAL RIGHTS 9.1 Sparbank has issued hybrid core capital of DKK million to the Danish State which may be converted into shares in Sparbank in accordance with Article 3(4) of Sparbank's Articles of Association. In connection with the merger, Spar Nord will take over this obligation. 6

7 10 REMUNERATION TO THE MANAGEMENT ETC No members of the managements of the merging companies will receive remuneration in connection with the merger In connection with the merger, Bent Jensen will join the Executive Board of Spar Nord on terms that correspond to the terms that apply to Spar Nord's Executive Board and at a salary level that corresponds to the salary level of the other Executive Board members in Spar Nord. Under his present executive service contract with Sparbank, Bent Jensen is, in the event of a change of control, entitled to regard himself as terminated, unless he continues as a managing director, in which case he is entitled to a one-off compensation of 12 months' remuneration, and, furthermore, he is entitled to 12 months' remuneration in the event of termination that is not justified by his own circumstances. In connection with Bent Jensen's taking up of his duties as an Executive Board member in Spar Nord, these terms have been carried on, meaning that in the period 1 November 2013 to 31 October 2014, Bent Jensen is subject to the same terms, irrespective of whether Bent Jensen or Spar Nord terminates the contract In his existing contract with Sparbank, Martin Kudsk Rasmussen is entitled, in the event of a change of control, to regard himself as terminated, unless he continues as a registered manager, in which case he is entitled to a one-off compensation of 12 months' remuneration. In connection with the merger, Martin Kudsk Rasmussen withdraws from the Executive Board and will, consequently, receive a one-off compensation upon completion of the merger. In connection with the merger, Martin Kudsk Rasmussen has accepted a position as a departmental manager in Spar Nord's credit function Upon completion of the merger, Spar Nord's Board of Directors will recommend that Spar Nord's General Meeting elects Fritz Dahl Pedersen from Sparbank's Board of Directors as a new member of Spar Nord's Board of Directors No other members of the managements of Spar Nord or Sparbank will obtain special benefits in connection with the merger. 11 TAXATION 11.1 Sparbank's overall assignment of rights and obligations will be effected in accordance with the Danish Merger Tax Act (fusionsskatteloven) (tax-free merger). ---ooo000ooo--- SIGNATURE PAGE TO FOLLOW 7

8 SIGNATURE PAGE REGARDING THE MERGER PLAN BETWEEN SPAR NORD BANK A/S AND SPARBANK A/S The Board of Directors of Spar Nord Bank A/S, Aalborg, dated / 2012 Torben Fristrup Per Nikolaj Bukh Carsten Normann Hans Østergaard Laila Mortensen Kaj Christiansen Jannie Skovsen Ole Skov Gitte Sørensen The Board of Directors of Sparbank A/S, Skive, dated / 2012 Alex Hougaard Nielsen Fritz Dahl Pedersen John Szygenda Ove Kloch Bent Sørensen Lasse Buhl Jørgensen Anne Marie Dahl Rikke Vibeke Neve Henriksen Anders Pugdal Pedersen 8