Merger between Vestjysk Bank A/S and Den Jyske Sparekasse A/S

Nasdaq Copenhagen A/S      

17 December 2020

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, SINGAPORE, HONG KONG, JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REGULATION.

Publication of merger announcement concerning the merger between Vestjysk Bank and Den Jyske Sparekasse

The boards of directors of Vestjysk Bank A/S ("Vestjysk Bank") and Den Jyske Sparekasse A/S ("Den Jyske Sparekasse") published a company announcement on 26 November 2020 concerning the resolution to propose a merger of the two banks. The corporate documents concerning the merger were published at the same time. Reference is also made to the two banks' company announcements of 10 December 2020 and of 11 December 2020 concerning, respectively, notices calling extraordinary general meetings on 13 January 2021 to implement the merger of the two banks and the Danish Competition and Consumer Authority's approval of the merger.

As part of the merger and the issuance of shares as consideration to the shareholders of Den Jyske Sparekasse, Vestjysk Bank and Den Jyske Sparekasse hereby publish a joint merger announcement (the "Merger Announcement") attached to this company announcement. The Merger Announcement contains information about the merger and its impact on Vestjysk Bank and Den Jyske Sparekasse and has been prepared in accordance with article 1(5)(f) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017.

In connection with the merger, all activities, assets, equity and liabilities of Den Jyske Sparekasse will be transferred to Vestjysk Bank (in the following referred to as the "Surviving Bank" when Vestjysk Bank is referred to as the surviving legal entity). As a result of the merger, Den Jyske Sparekasse will discontinue its operations as an independent legal entity on the date on which the merger takes legal effect and, accordingly, its shares will be removed from trading and listing on Nasdaq Copenhagen.

As a result of the merger, the shareholders of Den Jyske Sparekasse will receive 34 new shares in the Surviving Bank and a cash amount of DKK 28.17 as consideration for each share in Den Jyske Sparekasse. It should be noted that, in respect of certain shareholders, dividend tax on the cash consideration will be withheld.