The valuation experts' declaration

Transcription

1 The valuation experts' declaration on the creditors' position in connection with the merger between Spar Nord Bank A/S and Sparbank A/S The following is a 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.

2 Contents 1 Introduction 2 2 Description of basis of opinion 2 3 Basis of opinion 3 4 Opinion 4 1

3 To the shareholders of Spar Nord Bank A/S, registration no , and Sparbank A/S, registration no Introduction The Boards of Directors of Spar Nord Bank A/S and Sparbank A/S have appointed us as valuation experts pursuant to section 37(1) of the Danish Companies Act. We have prepared the following declaration pursuant to section 242 of the Danish Companies Act. The declaration is prepared in connection with the merger of Spar Nord Bank A/S and Sparbank A/S with Spar Nord Bank A/S as the continuing bank. On 11 October 2012, the Boards of Directors in Spar Nord Bank A/S and Sparbank A/S prepared a joint merger plan in accordance with section 237 of the Danish Companies Act in respect of the merger of the companies, and the Boards of the two banks also prepared separate merger announcements. In connection with the merger, all assets and liabilities in the discontinuing company, Sparbank A/S, will be transferred to the continuing company, Spar Nord Bank A/S. In connection with the merger, Sparbank A/S' rights and obligations will be transferred to Spar Nord Bank A/S effective from 1 January 2012 for accounting purposes in accordance with section 237(3)(8) of the Danish Companies Act. However, in connection with the preparation of the consolidated financial statements for 2012 in accordance with IFRS as adopted by the EU and the presentation of the parent company financial statements in accordance with section 145 of the Danish Executive Order on Financial Reports for Credit Institutions and Investment Companies, etc., Spar Nord Bank A/S will carry out the merger effective for accounting purposes from the date when all the conditions included in section 7 of the merger plan have been met. In addition to the merger plan, an extended company announcement was published on 11 October 2012, which included a description of the continuing bank's capital resources, see section 4.18 of the extended company announcement. In the extended company announcement, the Managements have accounted for the risk factors in connection with the merger. If any of the described risk factors become a reality, it may have a significant adverse effect on the operations, expectations and financial position of the continuing bank. The Boards of Directors of the merging companies are responsible for ensuring that the creditors in Spar Nord Bank A/S and Sparbank A/S are sufficiently protected after the merger. It is the opinion of the Boards of Directors that the creditors will be sufficiently protected after the merger. Our responsibility is to express an opinion based on our work as to whether the creditors of Spar Nord Bank A/S and Sparbank A/S can be considered to be sufficiently protected after the merger. 2 Description of basis of opinion As banks, Spar Nord Bank A/S and Sparbank A/S are subject to the Danish Financial Business Act, which among other things comprises specific and special requirements for the solvency of 2

4 banks. The purpose of these requirements is among other things to ensure that banks have sufficient capital to properly carry out bank business. Based on our understanding of the legal framework for this declaration, we have assumed that, as Spar Nord Bank A/S as the continuing bank at the date of this declaration can be considered to have a solvency ratio exceeding the minimum requirements of the Act and the individual solvency ratio determined by the Board of Directors, this provides an adequate basis for concluding that the creditors can be considered to be sufficiently protected after the merger, see section 242 of the Danish Companies Act. The solvency and minimum capital requirements of the Danish Financial Business Act for financial undertakings are considered the most significant provisions in respect of protecting depositors, bondholders and other creditors' claims. According to the Danish Financial Supervisory Authority, the rules ensure that financial undertakings hold capital to act as a financial cushion for creditors' claims. The merger must be approved by the Danish Financial Supervisory Authority in accordance with the Danish Financial Business Act. Moreover, it is a precondition that: the Danish Financial Supervisory Authority assesses that the continuing bank has a viable business model, see section 344(3) of the Danish Financial Business Act, the Danish Financial Supervisory Authority can approve the merger, see section 204 of the Danish Financial Business Act. Based on the Managements' current discussions with the relevant authorities, it is the Managements' opinion that the merger meets the requirements for authority approval. 3 Basis of opinion We have conducted our examinations in accordance with the International Standard on Auditing on "Assurance engagements other than audits or reviews of historical financial information" (ISAE 3000) and additional requirements under Danish audit regulation to obtain reasonable assurance for our opinion. As part of our work, we have read the joint merger plan prepared and approved by the Boards of Directors and the two merger announcements as well as the extended company announcement regarding the merger. KPMG has audited the interim balance sheet at 31 July 2012 prepared by the Management of Spar Nord Bank A/S, and PricewaterhouseCoopers has audited the interim balance sheet at 31 July 2012 prepared by the Management of Sparbank A/S. We have examined the basis of preparation for the pro forma solvency statement at 30 June 2012 for the continuing bank disclosed in the extended company announcement. Our examination comprised reconciliation of the figures included in the pro forma solvency statement to the individual solvency statements of the two banks at 30 June 2012 and reconciliation of numerical information to the individual unaudited interim financial statements of the companies and the unaudited combined pro forma financial statements. Moreover, we have read the statement on liquidity, solvency and capital structure prepared by the Management of the continuing bank and discussed this statement with the Management of the continuing bank in order to assess whether the solvency can be considered to exceed the 3

5 minimum requirement of the Act and the individual solvency ratio determined by the Board of Directors of Spar Nord Bank A/S for the continuing bank. We believe that our work provides a reasonable basis for our opinion. 4 Opinion In our opinion, the creditors of Spar Nord Bank A/S and Sparbank A/S can be considered to be sufficiently protected after the merger, see section 242 of the Danish Companies Act. Copenhagen, 11 October 2012 KPMG Statsautoriseret Revisionspartnerselskab Per Gunslev Lisbet Kragelund PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Peter Hededam Christensen Benny Voss 4