Important Notice
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IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the Prospectus following this page, and you are there- fore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Bank or the Joint Global Coordinators & Bookrunners (each as defined in the Prospectus) as a result of such access. NOTHING HEREIN CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SE- CURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES REGULATION IN ANY STATE OF THE UNITED STATES AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, PERSONS IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE SECURITIES OF THE BANK HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF AUS- TRALIA, CANADA OR JAPAN AND, SUBJECT TO CERTAIN EXEMPTIONS, MAY NOT BE OFFERED OR SOLD IN OR INTO OR FOR THE ACCOUNT OR BENEFIT OF ANY PERSON HAVING A REGISTERED ADDRESS IN, OR LOCATED OR RESIDENT IN, AUSTRALIA, CANADA OR JAPAN. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE BANK WITHIN AUSTRALIA, CANADA OR JAPAN. THE PROSPECTUS MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND MAY NOT BE FORWARDED, DISTRIBUTED OR DISSEMI- NATED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO PERSONS RESIDENT OR PHYSICALLY LOCATED IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR DISSEMINATION MAY CONSTI- TUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE, ANY SHARES OR OTHER SECURITIES OF THE BANK IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR DISSEMINATION MAY CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION. ANY FORWARDING, DISTRIBU- TION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS DOCUMENT CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PUR- CHASE ANY OF THE SECURITIES DESCRIBED IN THE PROSPECTUS. You are reminded that this Prospectus has been made available to you on the basis that you are a person into whose possession this Prospec- tus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the contents of this Prospectus to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Joint Global Coordinators & Bookrunners or any affiliate of the Joint Global Coordinators & Bookrunners is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Global Coordinators & Bookrunners or such affiliate on behalf of the Bank in such jurisdiction. This Prospectus has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently, none of the Bank or the Joint Global Coordinators & Bookrunners nor any person who controls any of them nor any director, officer, employee nor agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Joint Global Coordinators & Bookrunners. This document comprises 187 pages including this notice; please ensure that your copy is complete. You are responsible for protecting yourself against viruses and other destructive items. Your use of this document is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. INTERNATIONAL VERSION Spar Nord Bank A/S (a public limited company incorporated in Denmark, company reg. (CVR) no. 13737584) Offering of up to 57,068,810 new shares with a nominal value of DKK 10 each at a price of DKK 16 per new share with pre-emptive rights for Existing Shareholders at the ratio of 1:1 RIGHTS 2012 RIGHTS ISSUE This prospectus (the “Prospectus”) has been prepared in connection with a capital increase comprising an offering (the “Offering”) of up to 57,068,810 new shares (the “Of- fer Shares”) with a nominal value of DKK 10 each in Spar Nord Bank A/S (the “Bank” and together with its consolidated subsidiaries, the “Group”) with pre-emptive rights for the Bank’s Existing Shareholders (as defined below) at the ratio of 1:1. The decision to increase the share capital of the Bank was adopted by the board of directors on 5 March 2012 pursuant to article 3 of the Bank’s articles of association (the “Articles of Association”). Immediately prior to the Offering, the Bank’s registered share capital amounted to DKK 570,688,100 nominal value, divided into 57,068,810 shares with a nominal value of DKK 10 each (the “Existing Shares”). The Bank’s Existing Shares are admitted to trading and official listing on NASDAQ OMX Copenhagen A/S (“NASDAQ OMX”) under ISIN code DK0060036564. At 12:30 p.m. CET on 9 March 2012 (the “Allocation Time”), any person registered with VP Securities A/S (“VP Securities”) as a shareholder of the Bank (“Existing Share- holders”) will be allocated one (1) pre-emptive right (“Pre-emptive Right”) for each Existing Share held (Existing Shares together with the Offer Shares, the “Shares”). For every one (1) Pre-emptive Right, the holder will be entitled to subscribe for one (1) Offer Share against payment of DKK 16 per Offer Share (the “Offer Price”). The trading period for the Pre-emptive Rights (the “Rights Trading Period”) will commence on 7 March 2012 and close on 20 March 2012. The subscription period for the Offer Shares (the “Subscription Period”) will commence on 10 March 2012 and close on 23 March 2012 at 5:00 p.m. CET, inclusive. Any Pre-emptive Rights that are not exercised during the Subscription Period will lapse without value, and the holder of such Pre-emptive Rights will not be entitled to any compensation. Exercised Pre- emptive Rights cannot be revoked or modified. The Pre-emptive Rights are expected to be approved for admission to trading and official listing on NASDAQ OMX (ISIN code: DK0060415909). If a holder of Pre-emptive Rights does not want to exercise his Pre-emptive Rights to subscribe for Offer Shares, the Pre-emptive Rights may be sold during the Rights Trading Period. The Offer Shares will be issued under a temporary ISIN code, DK0060416048, and are expected to be approved for admission to trading and official listing on NASDAQ OMX as from 7 March 2012. Registration of the Offer Shares with the Danish Business Authority will take place following completion of the Offering, expected to take place not later than on 27 March 2012, and as soon as possible thereafter, the temporary ISIN code of the Offer Shares will be merged with the ISIN code of the Existing Shares, DK0060036564, expected to take place not later than on 29 March 2012. Until such merger has been completed, the liquidity of the Offer Shares under the temporary ISIN code may be substantially different from the liquidity of the Existing Shares. As described in “Part II—The Offering—Terms and Conditions of the Offering—Underwriting Agreement”, the Offering is underwritten. Subject to the satisfaction of certain conditions set forth in the Underwriting Agreement (as defined), any Offer Shares which have not been subscribed for by holders of Pre-emptive Rights will be subscribed for by Carnegie Investment Bank AB and Danske Bank A/S, and, subject to the satisfaction of certain conditions, the Bank has thus been guaranteed the subscription of a total of 57,068,810 Offer Shares corresponding to the total gross proceeds of DKK 913.1 million in connection with the Offering. Carnegie Investment Bank AB and Danske Bank A/S are not jointly and severally liable. Among other conditions, the Underwriting Agreement is subject to the condition that the Group of Shareholders (as defined below) exercises Pre-emptive Rights under agreements on binding advance undertakings as described in “Part II—The Offering—Terms and Conditions of the Offering— Advance Undertakings and Underwriting Commitment”. A group of Existing Shareholders, consisting of the Spar Nord Foundation, Nykredit Realkredit A/S and Finanssektorens Pensionskasse (the “Group of Shareholders”), have made binding advance undertakings, subject to the satisfaction of certain conditions, to exercise Pre-emptive Rights corresponding to the subscription of an aggregate of 7,161,020 Offer Shares, corresponding to total gross proceeds of DKK 114.6 million.