Norwegian Finans Holding ASA


Norwegian Finans Holding ASA: Proposals to merge Norwegian Finans Holding ASA and Bank Norwegian AS

We refer to previous announcements regarding the initiated merger process between Norwegian Finans Holding ASA and Bank Norwegian AS. Further, on 6 January 2021, it was announced that the Norwegian Financial Supervisory Authority had given its approval to change the group structure in order for Bank Norwegian AS to be the new parent company in the Group.

On 16 March 2021 the Board of Directors of Norwegian Finans Holding ASA and Bank Norwegian AS decided, in respective board meetings, to present for the Annual General Meetings the approval of a merger plan of the companies. The Annual General Meeting in Norwegian Finans Holding ASA and Bank Norwegian AS will be held at 27 April 2021.

The merger plan proposes that the companies' Annual General Meetings approve a merger of the two companies through a reversed parent subsidiary merger, involving the transfer of all assets, rights and obligations in Norwegian Finans Holding ASA to Bank Norwegian AS. Once the merger has been implemented, Norwegian Finans Holding ASA will be dissolved. The shareholders of Norwegian Finans Holding ASA will receive one share in Bank Norwegian AS for each share they own in Norwegian Finans Holding ASA. The merger plan will be published in accordance with the notice to the Annual General Meeting. The merger is scheduled to be completed during the first half of 2021, with accounting and tax effect from 1 January 2021.

The merger is considered to have no material effect nor adversely impact Norwegian Finans Holding ASA’ or Bank Norwegian AS’ ability to fulfill its obligations towards creditors under relevant agreements, including current senior preferred loan agreements, subordinated loan agreements and tier 1 capital instruments agreements.

For further information, please contact:

CFO Klara Lise Aasen; phone +47 47635583;

Head of Treasury Mats Benserud; phone +47 95891539;

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act

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