NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA AND JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL Press release Oslo/Stockholm, 4 March 2021 Nordax Bank AB (publ) announces its intention to launch a NOK 17.8 billion voluntary offer for all shares in Norwegian Finans Holding ASA Nordax Bank AB (publ) ("Nordax") announces its intention to launch a voluntary offer (the "Offer") to acquire the entire outstanding share capital in Norwegian Finans Holding ASA ("NFH"), supported by Nordic Capital Fund VIII1, Nordic Capital Fund IX2 and Sampo Oyj. Nordax intends to launch a NOK 17.8 billion all-cash offer for all the outstanding shares in NFH for a cash consideration of NOK 95 per NFH share (the "Offer Price"). This represents a premium of: o 16.5% to the closing price of the NFH share on 3 March 2021 o 24.9% to the volume weighted average share price of the NFH share since 17 February 2021, the day NFH published its report for the fourth quarter of 2020 o 27.5% to the three month volume weighted average share price of the NFH share o 32.4% to the six month volume weighted average share price of the NFH share Launch of the Offer will be subject to Nordax receiving access to and having completed a due diligence review of NFH, including its subsidiary Bank Norwegian AS ("Bank Norwegian"), to its satisfaction. Nordic Capital Fund IX3 and Sampo Oyj, owning 16.40% and 6.33% respectively of the shares in NFH, have entered into conditional agreements to contribute their existing shares in NFH (the "Contributed Shares") to Nordax in exchange for shares in Nordax. The agreements are conditional upon a successful completion of the Offer. Completion of the Offer will be subject to a minimum acceptance level of at least 50.1% of NFH's outstanding shares (including the 22.72% Contributed Shares). While Nordax's intention is to acquire 100% of NFH, Nordax also sees strong merits in becoming the majority shareholder in NFH. Nordax has in the past provided certain proposals to the Board of Directors of NFH. The intended Offer announced today includes an improved price and significantly less conditionality compared with the previous proposals communicated in private to the Board. Nordax is publicly announcing its intention to launch an offer to allow the shareholders of NFH to consider the Offer in a transparent manner. It is Nordax's intention to seek collaboration with the Board, allowing the shareholders to realize their shareholding in NFH at an attractive value. Nordax strongly believes that Bank Norwegian will have excellent opportunities to further expand its business together with Nordax. The stability provided through increased ownership of Nordic Capital and Sampo will further support the combined company in challenging the incumbents in the markets through a more competitive customer offering, with continued improvement in prices, expanded product offering and superior customer journey. A combination will bring together two leading businesses with distinct strengths, creating the leading specialist lender in the Nordics: o Focusing on a balanced Nordic footprint with significant scale in each market, with a foothold in Germany. o Using the joint strengths to expand into new European markets and faster realize the common goal of becoming a leading pan-European niche bank. o Cementing the leading position in the Nordics with combined 2 million customers and SEK 64 billon loan book, ~2x the closest peer. o Leveraging a complete product range across markets, with the addition of Bank Norwegian's credit cards to Nordax's mortgages and equity release products, and combined strength in unsecured lending, enabling cross-sale opportunities. o Complementary distribution strengths across online, broker and direct mail channels. o Best-in-class customer experience by combining Bank Norwegian's digital experience with Nordax's tailored customer journey, and with a strengthened offering that will better serve all customers. o Sophisticated underwriting expertise combined with significant data advantage building on both companies' underwriting history from across Nordic geographies, and an unmatched data library. o Improved diversification and robustness in an uncertain macroeconomic environment. Jacob Lundblad, CEO, Nordax Bank AB (publ), comments: "We are deeply impressed with the significant achievement of Bank Norwegian management and employees in developing the company to its current position as a leader in the Nordic consumer finance market. Bank Norwegian has a solid track record of profitable growth, proven scalability of its platform, and resilience in the face of Covid-19 and the current macroeconomic environment. Our interest in Bank Norwegian is driven by our conviction that the transaction will lead to long-term sustainable growth for the combined bank, backed by our supportive owners." Christian Frick, Partner and Head of Financial Services, Nordic Capital Advisors4, comments: "There are great opportunities in a combination between Nordax and Bank Norwegian, through delivering a superior customer offering and through continued innovation in the European banking market. Bank Norwegian has built a digital, innovative and customer centric niche bank and by joining forces with Nordax, they will together have the necessary scale and resources to challenge the large incumbent banks." Patrick Lapveteläinen, Chief Investment Officer, Sampo Group, comments: "There is strong merit in a combination of Bank Norwegian and Nordax. The companies are a great fit with a combined strong footprint across their geographies, and complementary offerings. Together they would have greater scale and competitiveness to continue to innovate." Key Offer Terms and Conditions Under the Offer terms, NFH shareholders will be offered NOK 95 per NFH share in cash consideration. The Offer Price implies: o A premium of 16.5% to the closing price of the NFH share on Oslo Børs on 3 March 2021 of NOK 81.55. o A premium of 24.9% to the volume weighted average share price of the NFH share on Oslo Børs from 17 February 2021, the day NFH published its report for the fourth quarter of 2020, up to and including 3 March 2021 of NOK 76.08. o A premium of 27.5% to the volume weighted average share price of the NFH share on Oslo Børs during the last three months up to and including 3 March 2021 of NOK 74.50. o A premium of 32.4% to the volume weighted average share price of the NFH share on Oslo Børs during the last six months up to and including 3 March 2021 of NOK 71.77. o A premium of 61.3% to the closing share price of the NFH share on Oslo Børs on 16 August 2019, the last trading day before the announcement of the acquisition of 17.47% by Nordic Capital Fund IX and Sampo Oyj, of NOK 58.90. o P/B and P/E multiples at the top end of the range for the listed Nordic consumer finance banks, reflecting Bank Norwegian's strong historical performance, capitalization, and stand-alone upside. o A price that is at the very top of broker forward price targets. o A valuation of all shares in NFH of NOK 17.8 billion in total (based on 186,904,268 shares outstanding as per 3 March 2021). The Offer Price will be reduced by the amount of any dividend or other distributions made by NFH. Completion of the Offer will be subject to customary conditions (which, where permitted, may be waived by Nordax at its discretion), including but not limited to: o A minimum acceptance level of 50.1% of the outstanding shares in NFH, including the 22.72% Contributed Shares. o All consents and approvals required from applicable financial regulatory and competition authorities in connection with the Offer shall have been obtained on terms satisfactory to Nordax. o A recommendation from the Board of Directors of NFH. o No material adverse change having occurred. If it should become clear, prior to the launch of the Offer, that any such conditions are not likely to be satisfied, Nordax reserves the right not to launch the Offer. The Offer will be financed through a combination of equity, debt and cash on balance sheet. Nordic Capital Fund IX and co-investors will contribute significant new equity to Nordax. In addition, third parties have committed to provide hybrid financing. Consequently, the Offer will not be subject to any financing condition. The Offer is expected to be launched in due course following Nordax having received access to and completed a due diligence review of NFH, including Bank Norwegian, to its satisfaction. The aim is to announce the result of the Offer and fulfil or waive the conditions to the Offer during the first half of 2021. Background and Transaction Rationale Nordax believes that Bank Norwegian has excellent opportunities to further grow through collaborating with Nordax for the next phase of its development. While the objective of Nordax is to acquire Bank Norwegian in full, Nordax also see substantial merit in becoming a majority shareholder. Nordax has spent significant time and resources conducting in-depth outside-in due diligence on Bank Norwegian and sees a strong strategic rationale for the combination of Bank Norwegian and Nordax. Bank Norwegian and its organization, with its strong commercial focus, has built a solid position in the Nordic consumer finance market underpinned by a well-recognised brand, leading products and a large customer base with 1.75 million customers as of Q4 2020. Nordax, together with Nordic Capital and Sampo, intend to support the development of the Bank Norwegian brand and products. Nordax strongly believes that a combination will create a unique platform for continued expansion, in existing as well as new markets, and would enable the achievement of Bank Norwegian management's growth objectives with the support from strong shareholders. Nordax places great value on Bank Norwegian's management and employees and believes working together is crucial to achieving these objectives. To Nordax, this is about bringing together two strong businesses, capitalizing on their respective strengths, collaborating and jointly innovating the Northern European banking sector. In the event of a combination, Nordax firmly believes that Bank Norwegian and Nordax would be well positioned with a substantial total loan book of SEK 64 billion, complimentary distribution strengths, a best-in-class customer experience and a banking licence within the EU. This combination will enable further international expansion placing Nordax and Bank Norwegian in the driver's seat of creating a leading pan-European consumer bank. For further information, please see www.collaborate-to-scale.com. Advisors ABG Sundal Collier, DNB Markets, Goldman Sachs International and Melesio are acting as financial advisors to Nordax in the process. FCG Risk & Compliance AB is acting as advisor on governance, risk and compliance to Nordax. Advokatfirman Cederquist KB is acting as Swedish legal counsel and Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to Nordax. Media relations Oscar Karlsson, Brunswick Group email@example.com +46 709 62 78 42 About Nordax Nordax Bank AB (publ) is a leading specialist bank in Northern Europe owned by Nordic Capital Fund VIII and Sampo. We currently have around 255,000 private customers in Sweden, Norway, Finland, Denmark and Germany. We are a specialist bank that through responsible lending helps people make informed decisions for a life they can afford. We are a flexible complement to the major banks. Instead of quantity, we have specialised in a few selected products that we know best: personal loans, mortgages, equity release products and savings accounts. Since 2019, Svensk Hypotekspension, which is a specialist in equity release products, is a wholly owned subsidiary of Nordax. Nordax has around 350 employees, practically all of whom work from a central office in Stockholm. The credit assessment process is one of Nordax's core competencies. It is thorough, sound and data driven. Nordax's customers are financially stable. As of 31 December 2020, lending to the public amounted to SEK 27.7 billion and deposits amounted to SEK 24.2 billion. Read more about Nordax on http://www.nordaxgroup.com. Important notice This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The Offer, if any, will be only be made on the basis of an offer document approved by the Oslo Stock Exchange, and can only be accepted pursuant to the terms of such offer document. The Offer will not be made in any jurisdiction in which making of the Offer would not be in compliance with the laws of such jurisdiction or would require that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Norwegian law and regulations. This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country - any such action will not be permitted or sanctioned by Nordax. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. Forward-looking information Statements in this press release relating to future status and circumstances, including, whether Nordax makes the Offer or closes the Offer, statements regarding future performance, growth and other projections as well as benefits of the intended Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Nordax. Any such forward-looking statements speak only as of the date on which they were made and Nordax has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations. 1 "Nordic Capital Fund VIII" or "Nordic Capital" refers to Nordic Capital VIII Limited, acting in its capacity as General Partner of Nordic Capital VIII Alpha, L.P. and Nordic Capital VIII Beta, L.P., together with any, or all, of its associated and predecessor and successor funds and vehicles. 2 "Nordic Capital Fund IX" or "Nordic Capital" refers to Nordic Capital IX Limited, acting in its capacity as General Partner of Nordic Capital IX Alpha, L.P. and Nordic Capital IX Beta, L.P., together with any, or all, of its associated and predecessor and successor funds and vehicles. 3 The shares are owned by Cidron Xingu Limited, a company indirectly owned by Nordic Capital Fund IX. 4 Nordic Capital is advised by several non-discretionary sub-advisory entities, any or all of which is referred to as "Nordic Capital Advisors".