Nilfisk Holding A/S

Publication of statement by the Board of Directors in respect of the takeover offer from Freudenberg to the shareholders of Nilfisk Holding

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Publication of statement by the Board of Directors in respect of the takeover offer from Freudenberg to the shareholders of Nilfisk Holding

On 7 January 2026, Nilfisk Holding A/S (Nilfisk) published announcement no. 1/2026 regarding the publication of the offer document (the Offer Document) on the voluntary takeover offer made by Freudenberg Home and Cleaning Solutions GmbH (the Offeror), a part of the German family-owned Freudenberg group (the Offeror Group), to acquire all of the issued and outstanding shares (except for treasury shares and shared held by the Offeror) in Nilfisk (the Offer). Following the announcement of the Offer Document, Nilfisk hereby publishes the statement by the Board of Directors of Nilfisk (the Board Statement) which is provided in accordance with section 23 of the Danish Executive Order no. 614 of 2 June 2025 on Takeover Offers (the Danish Takeover Order).

The Board Statement has been prepared in an original Danish version (as provided for in the Danish Takeover Order) and in an English translation thereof. In case of any discrepancies, the Danish original version of the Board Statement shall prevail.

Subject to certain restrictions, documents related to the Offer (and English translations hereof), including the Board Statement, are available at Nilfisk's website https://investor.nilfisk.com/offer-site-to-shareholders.

For further information, please contact:
Nynne Jespersen Lee, Head of IR & Group Communications
+45 42 31 00 07
njespersen@Nilfisk.com

Attachments
Announcement no. 2/2026
Board Statement (Danish)
Board Statement (English)

About Nilfisk
Nilfisk was founded in 1906 by the Danish engineer P.A. Fisker. Today the company is a world-leading global provider of professional cleaning equipment and services. More than 90% of sales are to professionals while the remaining part of the business aimed at consumers covers floorcare equipment, vacuum cleaners, and high-pressure washers.

Nilfisk’s products and services are sold in more than 100 countries and produced at 6 manufacturing sites across the globe. The main production facilities are in the US, Mexico, Hungary, Italy, and China. A total of approximately 4,500 employees secured revenue of 1,027.9 mEUR in 2024. The largest single market is the US covering 28% of revenue in 2024, followed by Germany (14%), France (10%), Denmark (7%), and the UK (4%).

Disclaimer
This announcement does not constitute an offer or invitation to purchase any securities in Nilfisk or a solicitation of an offer to buy any securities in Nilfisk, pursuant to the Offer or otherwise. The Offer is made solely by means of the Offer Document as approved by the Danish Financial Supervisory Authority, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. The Nilfisk shareholders are advised to read the Offer and the related documents as they contain important information.

Forward looking statements
This announcement contains forward-looking statements and statements of future expectations that reflect the Company's or 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 Company's and 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 and regulations, (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 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 announcement speak only as of the date hereof.

Although the Company (and where based on statements from the Offeror, the Offeror) believes that the expectations reflected in these forward-looking statements are reasonable as of the date of this announcement, such forward-looking statements are based on the Company or the Offeror’s current expectations, estimates, forecasts, assumptions and projections about the Company's and the Offeror Group's business, Nilfisk'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 document, the combined Offeror Group's and Nilfisk's (the Combined Group) business and the industry in which the Offeror Group and Nilfisk operate as well as on information which the Offeror has received from Nilfisk (including with respect to forecasts prepared by Nilfisk's management with respect to expected future financial and operating performance of Nilfisk) and/or which has been extracted from publications, reports and other documents prepared by Nilfisk 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, Nilfisk’s and/or the Combined Group’s control that could cause the Offeror Group’s, Nilfisk’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.

Except as may be required by law or regulation, neither the Company (nor the Offeror, where relevant) 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.

Restricted jurisdictions
The Offer is not being made, and the Nilfisk shares will not be accepted for purchase from or on behalf of persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction. Persons obtaining this announcement and/or into whose possession this announcement comes are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither the Company, the Offeror nor any of their advisors accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who intends to forward this announcement to any jurisdiction outside Denmark should inform themselves of the laws of the relevant jurisdiction, before taking any action. The distribution of this announcement in jurisdictions other than Denmark may be restricted by law, and, therefore, persons who come into possession of this announcement should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction.

Notice to shareholders in the United States of America
Shareholders in the United States of America (the U.S.) are advised that the shares are not listed on a U.S. securities exchange and that Nilfisk 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, 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 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 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 Nilfisk.

Notice to shareholders in the United Kingdom
The Offer 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). It is directed only at Relevant Persons, being (i) persons in the United Kingdom (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.  Any investment or investment activity to which the Offer relates 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.

Attachments

• 02 Announcement - 07012026 - Publication of Board Statement
• Board Statement (English)
• Board Statement (Danish)