Morrow Bank AB announces fully guaranteed rights issue of approximately SEK 600 million in connection with the acquisition of MedMera Bank AB

29 May 2026 07:52 CEST

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PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THE PRESS RELEASE.

The Board of Directors of Morrow Bank AB (publ) ("Morrow Bank" or the
"Company") has today resolved on a fully guaranteed rights issue of 51,476,320
new shares with preferential rights for the Company's existing shareholders,
expected to provide the Company with proceeds of approximately SEK 600 million
before transaction related costs (the "Rights Issue"). The resolution is made
pursuant to the authorisation granted by the Annual General Meeting on 28
April 2026. The net proceeds from the Rights Issue will be used to finance the
previously announced acquisition of MedMera Bank AB ("MedMera Bank"), as
announced on 24 March 2026.

The Rights Issue is fully guaranteed through subscription and guarantee
undertakings from the Company's largest shareholder Kistefos AS (up to SEK 300
million), AS Straen (up to SEK 54.5 million), Belair AS (up to SEK 50 million)
and Jotelino AS (up to SEK 5.5 million), together representing approximately
27.3 per cent of the shares and votes in the Company. In addition, Christen
Sveaas has personally provided a guarantee undertaking of SEK 190 million in
connection with the Rights Issue.

"The Rights Issue secures equity financing for the MedMera Bank acquisition
and allows all shareholders to participate on equal terms. We recently
received approval from the Swedish Financial Supervisory Authority for the
acquisition and now focus on closing the transaction, completing the
integration and realizing the platform's synergy potential," said Øyvind
Oanes, CEO of Morrow Bank.

Background and rationale for the Rights Issue

Morrow Bank announced its intention to acquire MedMera Bank from Kooperativa
Förbundet ekonomisk förening (the "Seller") on 24 March 2026. The proceeds
from the Rights Issue will be used to finance the acquisition of MedMera Bank.

The acquisition of MedMera Bank strengthens Morrow Bank's position in the
Nordic consumer finance market and is the fourth M&A transaction completed by
the Company in less than two years. The transaction values MedMera Bank at SEK
1.96 billion implying ~1.06x P/B at closing and ~11x 2025 P/E (excluding
synergies), supporting strong return on invested capital. The transaction will
be financed through a combination of excess capital, issuance of 32,780,579
new shares in Morrow Bank to the Seller, the Rights Issue and approximately
SEK 500 million in planned issuances of AT1 and T2 bonds.

The combined platform is expected to support the Company's target of more than
doubling earnings per share by 2028 compared with 2025, alongside a return on
target equity above 20 per cent.

Morrow Bank expects to maintain a strong capital base post-transaction, with
an estimated total capital ratio of ~17 per cent by end-2026, retaining solid
headroom to regulatory requirements.

Terms and conditions for the Rights Issue

The Rights Issue comprises 51,476,320 new shares in the Company.

The subscription price in the Rights Issue amounts to SEK 11.50 per share. The
subscription price corresponds to a discount of 8.2 per cent to the
theoretical share price following separation of the subscription rights
(so-called TERP -- theoretical ex-rights price) based on the closing price of
the Company's share on Nasdaq Stockholm on 28 May 2026 (SEK 12.76).

Those who are registered as shareholders in the share register maintained by
Euroclear Sweden AB on the record date of 5 June 2026 have preferential
rights to subscribe for shares in the Rights Issue. Shareholders will receive
one (1) subscription right for each existing share held on 5 June 2026. Nine
(9) subscription rights will entitle to subscription for two (2) new shares in
the Company. Only entire new shares can be subscribed for (no fractions).

The subscription period will start on 9 June 2026 and end on 23 June 2026.
Subscription for new shares with subscription rights shall be made by payment
in cash. Application for subscription for new shares can also be made without
subscription rights on a relevant application form.

Assuming that the Rights Issue is fully subscribed, the share capital will
increase by no more than SEK 51,476,320 through the issue of no more than
51,476,320 new shares. The subscription price has been set to SEK 11.50 per
new share, corresponding to total issue proceeds of approximately SEK 592
million before issue costs. The number of shares in the Company will increase
by 51,476,320 from 231,643,441 to 283,119,761, and the share capital will
increase by SEK 51,476,320 from SEK 231,643,441 to SEK 283,119,761.

The existing shares are traded including the right to receive subscription
rights up to and including 3 June 2026 and the first day of trading in shares
excluding the right to receive subscription rights is 4 June 2026. The
subscription period runs from and including 9 June 2026 up to and including 23
June 2026 at 15:00 CEST. Trading in paid subscribed shares (BTA) takes place
from 9 June 2026 until the new shares have been registered with the Swedish
Companies Registration Office. Morrow Bank's Board of Directors has the right
to extend the subscription period which, when applicable, will be announced
through a press release at the latest on 23 June 2026 at 15:00 CEST.

Should all shares not be subscribed for with subscription rights, the Board
of Directors shall, within the limits of the Rights Issue's maximum amount,
resolve on the allotment of shares to those who subscribed without
subscription rights, according to the following allocation criteria:

* firstly, new shares shall be allocated to those who have subscribed for
shares by virtue of subscription rights (regardless of whether the
subscriber was a shareholder on the record date or not), and in the event
that full allocation cannot be made to these subscribers, allocation shall
be made pro rata in relation to the number of new shares subscribed for by
virtue of subscription rights and, to the extent this is not possible, by
the drawing of lots,
* secondly, new shares shall be allocated to others who have applied to
subscribe for shares without subscription rights (applicable to the general
public in Sweden, Norway and qualified investors), and in the event that
full allocation cannot be made to these subscribers, allocation shall be
made pro rata in relation to the number of shares each subscriber has
applied to subscribe for and, to the extent this is not possible, by the
drawing of lots, and
* thirdly, new shares shall be allocated to Kistefos AS, AS Straen, Belair AS,
Jotelino AS and Christen Sveaas in accordance with their guarantee
undertakings.

Existing shareholders who choose not to participate in the Rights Issue will
have their ownership diluted by approximately 18.2 per cent, but are able to
financially compensate for this dilution by selling their subscription rights.
Unexercised subscription rights must be sold in order not to lapse without
value.

Complete terms and conditions for the Rights Issue and information about
Morrow Bank will be included in the prospectus that is intended to be
published around 4 June 2026.

Subscription and guarantee undertakings

The Rights Issue is covered by subscription and guarantee undertakings from
existing shareholders up to approximately SEK 600 million, corresponding to
approximately 101.4 per cent of the Rights Issue:

* Kistefos AS -- up to SEK 300 million
* Christen Sveaas -- guarantee undertaking up to SEK 190 million
* AS Straen -- up to SEK 54.5 million
* Belair AS -- up to SEK 50 million
* Jotelino AS -- up to SEK 5.5 million

These shareholders, together representing approximately 27.3 per cent of the
shares and votes in the Company, with Kistefos AS being the largest
shareholder with 24.1 per cent of the shares and votes in the Company, have
committed to subscribe to their respective pro rata shares of the Rights
Issue. These shareholders have also entered into guarantee undertakings
regarding the subscription for additional shares in the event the Rights Issue
is not fully subscribed up to SEK 600 million. Accordingly, 27.3 per cent of
the Rights Issue will be covered by subscription undertakings and the
remaining 73.7 per cent of the Rights Issue will be covered by guarantee
undertakings. The subscription undertaking is not secured by bank guarantees.
The subscription and guarantee undertakings are subject to customary
conditions. The subscription undertakings do not carry any commission. The
guarantee undertakings entitle the respective shareholders to a commitment fee
amounting to five per cent of the guaranteed amount.

Dilution

Through a fully subscribed Rights Issue, the total number of shares in the
Company increases from 231,643,441 to 283,119,761 shares and the share capital
increases from SEK 231,643,441 to SEK 283,119,761. Consequently, shareholders
that do not participate in the Rights Issue will be subject to dilution of
18.2 per cent of their shares and votes in the Company.

Shareholders in eligible jurisdictions will have the opportunity to
financially compensate themselves for the dilution effect of the Rights Issue
by selling their subscription rights. Trading in subscription rights on Nasdaq
Stockholm will take place during the period 9 June 2026 up to and including 17
June 2026. Upon a sale of a subscription right, the preferential right
transfers to the new holder of the subscription right.

Preliminary timetable

+-----------------------------+----------------------------------------------+
| Date | Event |
+-----------------------------+----------------------------------------------+
| 3 June 2026 | Last day of trading in Morrow Bank's share |
| | including the right to receive subscription |
| | rights |
+-----------------------------+----------------------------------------------+
| 4 June 2026 | First day of trading in Morrow Bank's share |
| | excluding the right to receive subscription |
| | rights |
+-----------------------------+----------------------------------------------+
| 4 June 2026 | Publication of the prospectus for the Rights |
| | Issue |
+-----------------------------+----------------------------------------------+
| 5 June 2026 | Record date for participation in the Rights |
| | Issue |
+-----------------------------+----------------------------------------------+
| 9 June 2026 -- 17 June 2026 | Trading in subscription rights on Nasdaq |
| | Stockholm |
+-----------------------------+----------------------------------------------+
| 9 June 2026 -- 23 June 2026 | Subscription period |
+-----------------------------+----------------------------------------------+
| 9 June 2026 -- 1 July 2026 | Trading in paid subscribed shares (Sw. |
| | betald tecknad aktie, BTA) on Nasdaq |
| | Stockholm |
+-----------------------------+----------------------------------------------+
| 24 June 2026 | Publication of preliminary outcome of the |
| | Rights Issue |
+-----------------------------+----------------------------------------------+
| 29 June 2026 | Publication of final outcome of the Rights |
| | Issue |
+-----------------------------+----------------------------------------------+

Prospectus

A prospectus relating to the Rights Issue will be prepared by the Company and
submitted to the Swedish Financial Supervisory Authority (Sw.
Finansinspektionen) for approval. The complete terms and instructions for the
Rights Issue, together with certain information about the Company and risks
associated with an investment in the Company, will be presented in the
prospectus, expected to be approved and published on 4 June 2026, ahead of the
commencement of the subscription period, and will be made available on the
Company's website (ir.morrowbank.com) and on Nordea's website.

Shareholder approval

The Rights Issue is carried out pursuant to the authorisation granted by the
Annual General Meeting on 28 April 2026.

Advisers

Nordea Bank Abp, filial i Sverige acts as Financial Adviser and Sole Global
Coordinator and Bookrunner to Morrow Bank and Advokatfirman Vinge acts as
legal adviser to Morrow Bank. Capient acts as strategic and capital markets
adviser to the Company.

Contact

For further information, please visit morrowbank.com or contact:

Øyvind Oanes, CEO

Tel: +47 98 90 60 60

Email: ir@morrowbank.com

About Morrow Bank

Morrow Bank is a Nordic consumer finance bank offering digital and flexible
financing solutions to creditworthy individuals in Norway, Sweden and Finland.
The bank offers consumer loans, credit cards and high-yield deposit accounts,
supported by a modern and scalable banking platform.

About MedMera Bank

MedMera Bank is a digital bank that has been offering basic and fair banking
services in savings and lending since 2007. With a focus on smooth solutions
for private individuals, MedMera Bank now has around 135,000 customers across
Sweden, whom MedMera Bank helps save easily and borrow safely. For further
information, visit www.medmerabank.se.

Important information

The release, announcement or distribution of this press release may, in
certain jurisdictions, be subject to restrictions and the recipients of this
press release in jurisdictions where this press release has been published or
distributed shall inform themselves of and follow such restrictions. This
press release does not constitute an offer, or a solicitation of any offer, to
buy or subscribe for any securities in Morrow Bank in any jurisdiction.

This announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the new shares. Any investment decision in connection with the
Rights Issue must be made on the basis of all publicly available information
relating to the Company and the Company's shares. Such information has not
been independently verified by the Sole Global Coordinator and Bookrunner. The
information contained in this announcement is for background purposes only and
does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy or
completeness. This announcement does not constitute a recommendation
concerning any investor's option with respect to the Rights Issue. The price
and value of securities can go down as well as up. Past performance is not a
guide to future performance. The Sole Global Coordinator and Bookrunner is
acting for the Company in connection with the Rights Issue and no one else and
will not be responsible to anyone other than the Company for providing the
protections afforded to its clients nor for giving advice in relation to the
Rights Issue or any other matter referred to herein.

This press release does not constitute or form part of an offer or
solicitation to purchase or subscribe for securities in the United States. The
securities referred to herein, have not been registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold within the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. There is no intention to register any
securities referred to herein in the United States or to make a public
offering of the securities in the United States. The information in this press
release may not be announced, published, copied, reproduced or distributed,
directly or indirectly, in whole or in part, within or into the United States
of America, Australia, the Hong Kong Special Administrative Region of the
People's Republic of China, Japan, South Africa or in any other jurisdiction
where such announcement, publication or distribution of the information would
not comply with applicable laws and regulations or where such actions are
subject to legal restrictions or would require additional registration or
other measures than what is required under Swedish law. Actions taken in
violation of this instruction may constitute a crime against applicable
securities laws and regulations.

This announcement is not a prospectus for the purposes of Regulation (EU)
2017/1129 (the "Prospectus Regulation") and has not been approved by any
regulatory authority in any jurisdiction. Morrow Bank has not authorised any
offer to the public of shares or other securities in any member state of the
EEA. In any EEA Member State other than Sweden and Norway, this communication
is only addressed to and is only directed at qualified investors in that
Member State within the meaning of Regulation (EU) 2017/1129 (the "Prospectus
Regulation"). Any offer in respect of any securities in connection with the
Rights Issue will only be made through the prospectus that Morrow Bank AB
expects to publish on 4 June 2026 on (ir.morrowbank.com).

In the United Kingdom, this document and any other materials in relation to
the securities described herein is only being distributed to, and is only
directed at, "qualified investors" (as defined in paragraph 15 of Schedule 1
to the Public Offers and Admissions to Trading Regulations 2024, as amended),
who are (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom
this document may be lawfully communicated (all such persons together being
referred to as "relevant persons"). In the United Kingdom, any investment or
investment activity to which this communication relates is available only to,
and will be engaged in only with, relevant persons. Persons who are not
relevant persons should not take any action on the basis of this press release
and should not act or rely on it.

Forward-looking statements

This press release contains forward-looking statements that reflect the
Company's intentions, beliefs, or current expectations about and targets for
the Company's future results of operations, financial condition, liquidity,
performance, prospects, anticipated growth, strategies and opportunities and
the markets in which the Company operates. Forward-looking statements are
statements that are not historical facts and may be identified by words such
as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate",
"will", "should", "could", "aim" or "might", or, in each case, their negative,
or similar expressions. The forward-looking statements in this press release
are based upon various assumptions, many of which are based, in turn, upon
further assumptions. Although the Company believes that the expectations
reflected in these forward-looking statements are reasonable, it can give no
assurances that they will materialise or prove to be correct. Because these
statements are based on assumptions or estimates and are subject to risks and
uncertainties, the actual results or outcome could differ materially from
those set out in the forward-looking statements as a result of many factors.
Such risks, uncertainties, contingencies and other important factors could
cause actual events to differ materially from the expectations expressed or
implied in this release by such forward-looking statements. The Company does
not guarantee that the assumptions underlying the forward-looking statements
in this press release are free from errors and readers of this press release
should not place undue reliance on the forward-looking statements in this
press release. The information, opinions and forward-looking statements that
are expressly or implicitly contained herein speak only as of its date and are
subject to change without notice. Neither the Company nor anyone else
undertakes to review, update, confirm or to release publicly any revisions to
any forward-looking statements to reflect events that occur or circumstances
that arise in relation to the content of this press release, unless it is
required by law or Nasdaq Stockholm's Rulebook for issuers.

This information is information that Morrow Bank is obliged to make public
pursuant to the EU Market Abuse Regulation. The information was submitted for
publication, through the agency of the contact persons set out above, at
2026-05-29 07:52 CEST.

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674860_Morrow Bank AB announces fully guaranteed rights issue of approximately SEK 600 million in connection with the acquisition of MedMera Bank AB.pdf