Morrow Bank ASA: Merger with Morgon Finans AB (to be renamed Morrow Bank AB)

29 Apr 2025 15:56 CEST

The Boards of Directors of Morrow Bank ASA (“the Bank”) and its wholly owned
subsidiary Morgon Finans AB (to be renamed Morrow Bank AB) have today approved a
plan for the merger of Morgon Finans AB (as the surviving entity) and Morrow
Bank ASA. At completion of the merger, Morgon Finans AB will acquire all assets
and rights, and assume all obligations of Morrow Bank ASA, and at the same time,
Morrow Bank ASA will be dissolved as a legal entity. Operations in Norway are
foreseen to continue in a new Norwegian branch of Morgon Finans AB, to be
established.

The completion of the merger is conditional upon, inter alia, necessary
permissions and approvals from the General Meeting in Morrow Bank ASA, the
Swedish Financial Supervisory Authority and the Norwegian Financial Supervisory
Authority, as well as approval from Nasdaq Stockholm (“Nasdaq”) for listing of
shares on Nasdaq Main Market.

Morgon Finans AB has started the application process for a listing on Nasdaq
Stockholm. The plan is to de-list Morrow Bank ASA from the Euronext Oslo Børs
(“Euronext”) at the time of the merger, and to list Morgon Finans AB on Nasdaq
as soon as possible thereafter. The shareholders of Morrow Bank ASA shall
receive one (1) new share in Morgon Finans AB for each share they own in Morrow
Bank ASA. This means that there will be an exchange ratio of 1:1.

An extraordinary general meeting in Morrow Bank ASA for approval of the merger
plan and adoption of the necessary resolutions in connection with the merger is
expected to be held in early June 2025. Notice to the extraordinary general
meeting will be distributed in due course. The Boards of Directors also intend
to propose renaming Morgon Finans AB to Morrow Bank AB in connection with the
merger.

The merger plan regarding the proposed merger is enclosed. Attachments referred
to in the merger plan are available on the Bank's IR site;
https://ir.morrowbank.com/merger-information

The Bank will address shareholder implications resulting from the transition
from Euronext to Nasdaq at a later date.

Contact information:
Eirik Holtedahl, CFO
Tel: +47 96 91 22 91
Email: ir@morrowbank.com

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

More information:
Access the news on Oslo Bors NewsWeb site

644747_Morrow Bank ASA - fusjonsplan 29. april 2025.pdf