Nordnet intends to list its shares on Nasdaq Stockholm

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Press release 5 November 2020

Nordnet AB (publ) (”Nordnet” or the ”Company”), a leading pan-Nordic digital savings and investments platform, today announces its intention to launch an initial public offering of its shares (the "IPO" or the ”Offering”) and to list its shares on Nasdaq Stockholm. The Offering is expected to consist entirely of existing shares in the Company offered by the Selling Shareholders (as defined below).

Nordnet was founded in 1996 and was a pioneer in low-cost electronic securities trading in the Nordics. Since its foundation, Nordnet has been focused on the digital customer experience, with the overall objective of democratising savings and investments.

Nordnet's business benefits from a long-term trend of customer migration from incumbent banks to digital savings platforms. Nordnet is the only pan-Nordic digital savings and investments platform operating at scale, and as a result is well placed to capitalise on this underlying market trend across the Nordic region. As a result of enhanced user experience and accelerated product innovation in recent years, Nordnet has seen a considerable increase in customer activity and engagement, as well as a significant increase in market shares across the Nordic countries resulting in an accelerating growth trajectory.

Lars-Åke Norling, CEO of Nordnet, comments:

"Over the past few months we have been through a strategic review, during which we have met with a lot of stakeholders. There has been strong interest in our pan-Nordic digital platform for savings and investments, and the general view is that Nordnet is an attractively positioned company embarking on an exciting journey. We address a SEK 10 trillion Nordic market for savings and investments, and despite the fantastic growth we have seen the past years, we have just started to realise our potential. The online savings segment is growing due to strong macro trends such as increasing disposable income, the need for individuals to take more responsibility over their pension savings, and the rapid migration from incumbent banks to online platforms. Nordnet’s strong brand and user-friendly pan-Nordic platform give us a unique position to capitalise on this structural shift. It is now time to take the next step in our journey. A listing will further build our profile and brand awareness while offering shareholders, including our employees and customers, the opportunity to be part of our continued growth journey".

Tom Dinkelspiel, Chairman of the Öhman Group and Chairman of the board of Nordnet, comments:

”As founder and major owner ever since Nordnet started in 1996, we are strong supporters of the company and its mission to democratise savings and investments and challenge traditional structures. I am proud of what we and Nordic Capital have achieved during private ownership. Over the past four years, we have made significant investments in Nordnet’s platform to secure growth, scalability and a world-class customer experience. We are committed to Nordnet and will remain significant shareholders also in the future, and look forward to continue taking an active part in fulfilling Nordnet’s ambition to build the best platform for savings and investments”.

Christian Frick, Partner at Nordic Capital Advisors and board member in Nordnet, comments:

“Nordic Capital invests in companies with the potential to become best-in-class, and Nordnet has gone from strength to strength during the past four years. The people, technology and customer experience are now in place to take the company to the next level, and Nordnet is well positioned for future profitable growth. As a leading digital bank with a unique position in the Nordic savings and investment market, Nordnet stands stronger than ever”.

The board of directors and the executive management team of Nordnet, together with the Company's principal shareholders, the Öhman Group and Nordic Capital, believe that the time is now appropriate for a re-listing of Nordnet. The Öhman Group will remain a substantial shareholder following the listing and is committed to participate in the future development and growth of Nordnet. Nordic Capital will also retain board representation and ownership in the Company following the IPO and the listing and intends to continue to support the Company’s development going forward. 

Furthermore, Nordnet's board of directors and executive management team are of the opinion that a listing on Nasdaq Stockholm will benefit the Company by strengthening the Company’s profile through increased brand awareness at a time of accelerated growth and development. It is also Nordnet's belief that the opportunity to own shares in Nordnet may lead to increased engagement from employees as well as customers. The board of directors and executive management team, supported by the Selling Shareholders (as defined below), consider the Offering and the listing to be a logical and important next step in Nordnet's development.

Nasdaq Stockholm's listing committee has made the assessment that the Company fulfils the applicable listing requirements. Nasdaq Stockholm will approve an application for admission to trading of the Company’s shares on Nasdaq Stockholm, provided that certain conditions are fulfilled, including that the Company submits such application and fulfils the distribution requirement. Depending on market conditions, the Offering and listing on Nasdaq Stockholm is expected to be completed in 2020.

The Offering in brief

Should the Company proceed with the IPO, the Offering is expected to include the following:

• A public offer to the general public in Sweden, Norway, Denmark and Finland; and
• A directed offer to institutional investors in Sweden and other jurisdictions in accordance with applicable laws and exemptions.

The offering to institutional investors will only be made (i) to certain institutional investors outside the United States, pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”); and (ii) in the United States, only to those reasonably believed to be Qualified Institutional Buyers (“QIBs”) in reliance on Rule 144A under the U.S. Securities Act and "qualified purchasers" as defined under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act").

The Offering is expected to consist entirely of existing shares in the Company offered by Cidron Danube S.à r.l. (a company indirectly controlled by Nordic Capital), E. Öhman J:or Intressenter AB and E. Öhman J:or Intressenter II AB (the "Selling Shareholders"). The shares that are offered by the Selling Shareholders are expected to also include a minor sale of existing shares by and on behalf of other shareholders in the Company, including board members and members of the executive management team. The board members and executive management team will reinvest the vast majority of their existing stake in the IPO. Immediately prior to the IPO, Nordic Capital will hold approximately 40% of the shares, the Öhman Group will hold more than 55% of the shares and board members and employees of Nordnet will hold less than 5% of the shares in the Company.

The Company, the Selling Shareholders, the board members and the executive management team have for the benefit of the Joint Global Coordinators, with certain exceptions, agreed on certain lock-up undertakings for a period of 180 days after the first day of trading (for the Selling Shareholders and the Company) and 365 days (for board members and executive management team), not to transfer or dispose of their respective shareholdings in Nordnet without prior written consent from the Joint Global Coordinators (so called lock-up period). In addition, the CEO of Nordnet has, for the benefit of the Company, with certain exceptions, agreed on a lock-up undertaking for a period of 24 months after the first day of trading, not to transfer or dispose of his shareholding in Nordnet without prior written consent from the Company.

Full terms, conditions and instructions for the Offering will be included in the prospectus that will be prepared by the Company in connection with the Offering and the listing. The prospectus will, if published, be available on the Company's website at www.nordnetab.com.

About Nordnet

Nordnet is a leading pan-Nordic digital savings and investments platform with operations in Sweden, Norway, Denmark and Finland. Since it was founded in 1996, the overall objective of Nordnet's business has been to democratise savings and investments by giving private savers access to the same information and tools used by professional investors.

Nordnet offers private savers and investors savings and investments in numerous financial products at a low cost and select lending products through its digital platform. The platform targets private savers in Sweden, Norway, Denmark and Finland and is accessible through Nordnet's digital channels. Nordnet also operates the largest social investment network in the Nordics, Shareville, which brings together more than 250,000 users and enables Nordnet's customers to follow other investors and see their portfolios. Nordnet has, in total, more than half a million members on its social media networks.

Nordnet offers its customers user-friendly digital channels, automated and inspiring customer journeys, and cutting-edge financial products. Over the past four years, Nordnet has, amongst other things, spent approximately SEK 800 million on its technology platform, including the launch of its new generation of web services (NEXT) and mobile app, as well as launched a number of other new products and services. In addition, Nordnet has accelerated its sustainability agenda to further promote sustainable savings and democratise savings and investments in society. Nordnet has also invested in a strengthened organisation, which is led by an experienced management team focused on scaling the platform and delivering strong profitable growth. From 31 December 2003 to 30 September 2020, the number of customers and the level of savings capital grew by an annual compounded growth rate of 20.4% and 25.3%, respectively[1]. In March 2020, Nordnet reached a milestone of one million customers, effectively doubling its customer base since 2016 and as of 30 September 2020, Nordnet had SEK 477.8 billion in savings capital.

Nordnet's headquarters are based in Stockholm, and house all Nordic functions, such as IT, product development and administration. The customer service and sales organisation for the Swedish market is also based in Stockholm. In addition, Nordnet has local offices in Oslo, Helsinki and Copenhagen, responsible for customer service, sales and marketing in each of the respective markets. As of 30 September 2020, Nordnet had 558 full-time equivalents and its total operating income for the year ended 31 December 2019 and the nine months ended 30 September 2020 was SEK 1,573.4 million and SEK 1,911.6 million, respectively.

Key strengths and competitive advantages

Attractive market fundamentals with long-term structural growth drivers

The Nordic savings market has favourable prospects for long-term growth, underpinned by secular trends. The total Nordic savings market is estimated by the Company to have grown at approximately 6% per annum for the past five years, from SEK 22.5 trillion in total savings capital in 2014 to SEK 29.8 trillion in 2019. The growth is primarily driven by macro-trends within the Nordic region, such as increasing disposable income, high savings rates, increasing life expectancy and an ageing population with a need for private individuals to take greater responsibility over their retirement savings. Compared to other European markets, the Nordic savings market is characterised by wide-spread equity ownership and high digital adoption of financial services.

Only pan-Nordic digital investment and savings platform operating at scale

Nordnet is the only stand-alone pan-Nordic digital savings and investments platform operating at scale. This unique position is supported by significant barriers to entry in these markets, such as local regulation, tax legislation, local sets of tax-efficient accounts, language barriers in both digital interfaces and product documentation as well as customer support, savings culture and preferences regarding financial products. Over time, Nordnet has made significant investments in its brand and customer proposition in all four geographies, and Nordnet's executive management team believes that any new entrants would need to make substantial investments to gain the same position and trust to become a successful provider of savings and investments products.

Superior customer proposition and experience driving market share gains

Nordnet is a leading platform for savings and investments. Its customer proposition is centred on a number of key features.

• Modern digital channels;
• Automated and inspiring customer journeys throughout all phases of the customer life cycle, including customer acquisition, customer engagement and cross- and up-selling activities;
• Ability to offer a one-stop shop for savings and investments with a broad range of cutting-edge financial products complemented by user-friendly guidance services, including a market leading ESG screening tool;
• Transparent and competitive pricing.

As a result of improved user experience and accelerated product innovation in recent years, Nordnet has seen a considerable increase in customer activity and engagement, as well as a significant increase in market shares across all four Nordic countries in which it operates.

Agile and scalable technology platform

As a digital savings and investments platform, Nordnet has a competitive advantage in its modern and scalable technology platform. A high degree of user-friendliness and availability are vital to ensure a first-class user experience, from opening an account to trading through one of Nordnet's channels. Since 2017, Nordnet has invested in developing its platform, spending a total of SEK 800 million.

Strong competitive moat

Nordnet has built its competitive moat, which refers to Nordnet's ability to maintain its competitive advantage over current competitors as well as potential new entrants in order to protect its market share, revenue and operating results in the long term. Nordnet's competitive moat is based on a number of factors including:

• strong and trusted brand;
• local presence with localised offerings;
• fully licensed to operate its business in all of its markets;
• scalability in the business model, which enables operating leverage and optimisation of resources;
• ability to provide a one-stop shop for savings and investments;
• ability to offer innovative financial products to its customers;
• competitive pricing; and
• leading social investment platform (Shareville).

Leading ESG profile strongly embedded in Nordnet's DNA

Environmental, social and governance ("ESG") factors are at the heart of Nordnet's mission to democratise savings and investments. As such, Nordnet pursues activities that address both social and environmental objectives, while improving the long-term competitiveness. Nordnet's sustainability strategy consists of two parts: business model and company initiatives within the framework "Nordnet in Society". As of 31 December 2019, Nordnet offered savings in 761 mutual funds that are marked with four or five globes according to Morningstar's sustainability rating, which is based on the extent to which a company (in which a fund invests) works to address sustainability issues. Total savings in funds with four to five sustainability globes amounted to 40% percent of total fund savings at Nordnet as of 31 December 2019.

Operating leverage driving significant profit growth

Over the past two and a half years, Nordnet has seen a significant increase in customers, savings capital and net savings as a result of its investments to reinforce the platform's scalability; improving its customer proposition and continued migration to digital savings and investments platforms. As a result, Nordnet's total operating income has increased to SEK 2.3 billion in the twelve months ended 30 September 2020, an annual compounded growth rate of 39% since 2018.

A comprehensive description of Nordnet's key strengths will be included in the prospectus expected to be published by Nordnet.

Financial highlights[2]

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Nordnet’s medium-term financial targets

In the medium term, Nordnet is targeting:

• Annual customer growth in a range of 10-15 percent, in line with the average growth rate over the past ten years;
• Average savings capital per customer (defined as the average quarterly savings capital per customer the last twelve months) at the levels experienced in 2019 through 2023;
• Income in relation to savings capital (defined as the revenues, adjusted for items affecting comparability, in the last twelve months in relation to the average quarterly savings capital for the same period) to remain marginally above 40 bps, based on the current interest rate environment, through 2023; and
• Adjusted annual operating expenses in line with adjusted operating expenses, for 2019 through 2023.

Certain developments and trends support the medium-term financial targets described above. The executive management team believes that Nordnet's addressable market will continue to expand in line with historic rates and that its platform and focus on user experience will drive increased market share. As the customer base matures, the executive management team expects the average savings capital of these customers to increase over time as they accumulate wealth, partly offset by adding new younger customers with, on average, less initial wealth. Nordnet's well invested, agile and scalable technology platform should support steady state operating expenses in line with 2019 over the medium term.

The executive management team’s key assumptions underpinning the financial targets set out above will be described further in the prospectus expected to be published by Nordnet.

Dividend policy

Under the board of directors' dividend policy, Nordnet intends to pay an annual dividend corresponding to at least 70% of its profit for the year. The board of directors' future dividend proposals will in particular take into account Nordnet's expected future earnings, financial condition, cash flows, net working capital requirements, capital expenditures and other factors. In addition, Nordnet and its subsidiaries are, both individually and as the Group, subject to capital adequacy and liquidity requirements, and requirements on leverage ratio, under regulations applicable to credit institutions as well as solvency requirements applicable to insurance undertakings, which may affect Nordnet's possibilities to pay dividends in the future. Nordnet's current dividend policy is based on the current regulatory requirements, and any future changes of the regulatory requirements could affect the dividend policy.

About Öhman Group

The Öhman Group is a Swedish family-owned and independent financial group founded in 1906. Today, the Öhman Group is one of the largest independent asset managers in Sweden and consists of, e.g, E. Öhman J:or Fonder AB, a Swedish UCITS and AIF management company with around SEK 100 billion assets under management, Öhman’s core holding in Nordnet and a number of other investments. References to the Öhman Group in this press release include certain private individuals which are members of or closely related to the Dinkelspiel family.

About Nordic Capital

Nordic Capital is a leading private equity investor with a resolute commitment to creating stronger, sustainable businesses through operational improvement and transformative growth. Nordic Capital focuses on selected regions and sectors where it has deep experience and a long history. Focus sectors are Healthcare, Technology & Payments, Financial Services, and selectively, Industrial & Business Services. Key regions are Europe and globally for Healthcare and Technology & Payments investments. Since inception in 1989, Nordic Capital has invested more than EUR 15 billion in over 110 investments. The most recent fund is Nordic Capital Fund X with EUR 6.1 billion in committed capital, principally provided by international institutional investors such as pension funds. The general partners of the Nordic Capital funds and vehicles are advised by several non-discretionary sub-advisory entities based in Sweden, Denmark, Finland, Norway, Germany, the UK and the US, any or all of which are referred to as Nordic Capital Advisors. For further information about Nordic Capital, please visit www.nordiccapital.com.

Advisors

Carnegie Investment Bank AB, Citigroup Global Markets Limited and J.P. Morgan Securities plc are Joint Global Coordinators. ABG Sundal Collier AB, Joh. Berenberg, Gossler & Co. KG, DNB Markets and Skandinaviska Enskilda Banken AB are Joint Bookrunners. STJ Advisors is IPO advisor to the Company and the Selling Shareholders. Latham & Watkins and Cederquist are legal advisors to the Company and White & Case is legal advisor to the Joint Global Coordinators and Joint Bookrunners.

[1] Customers for 31 December 2003 are estimated based on the average relation between number of accounts and number of customers in later years.

[2] For definitions of Non-IFRS alternative performance measures and Non-IFRS financial measures, and reconciliation of Non-IFRS alternative performance measures to IFRS performance measures, please refer to "Notes to the financial highlights" below.

Notes to the financial highlights

1. Derived from Nordnet's audited consolidated historical financial information as of and for the financial years ended 31 December 2019, 2018 and 2017.
2. Derived from Nordnet's unaudited consolidated interim financial information as of and for the nine-month period ended 30 September 2020, with comparable figures for the nine-month period ended 30 September 2019.
3. Defined as physical persons or legal entities holding at least one account to a value over SEK 0 or an active credit engagement at the end of the period.
4. Defined as the annual growth rate of customers during the period.
5. Defined as the total of cash and cash equivalents and the value of securities for all active accounts.
6. Defined as average quarterly savings capital per customer over the relevant period.
7. Defined as new deposits of cash and cash equivalents and securities, less withdrawals of cash and cash equivalents and securities.
8. Defined as total operating income adjusted for items affecting comparability during the period. For the year ended 31 December 2019 adjustments include a negative adjustment of SEK 66 million relating to the disposal of shares in Tink AB.
9. Defined as adjusted annualised operating income for the relevant period divided by average quarterly savings capital over the same period.
10. Defined as total expenses before credit losses adjusted for items affecting comparability during the period. Please see reconciliation table in note 9 below.
11. The reconciliation of adjusted operating expenses before credit losses is as follows:

_____________________

a)      Derived from Nordnet's audited consolidated historical financial information as of and for the years ended 31 December 2019, 2018 and 2017.

b)      Derived from Nordnet's unaudited consolidated interim financial information as of and for the nine month period ended 30 September 2020, with comparable figures for the nine-month period ended 30 September 2019.

c)      For the year ended 31 December 2019, adjustments include a positive expense adjustment amounting to SEK 65 million, comprised of SEK 5 million in transaction costs related to the acquisition of Netfonds, SEK 30 million relating to the integration of Netfonds, SEK 30 million relating to a new assessment regarding Nordnet's deduction right for input VAT in prior periods.

d)      For the year ended 31 December 2018, adjustments include a positive adjustment to expenses amounting to SEK 16 million, comprised of SEK 16 million in transaction costs related to the acquisition of Netfonds.

e)      For the year ended 31 December 2017, adjustments include a positive adjustment to expenses amounting to SEK 45 million, comprised of SEK 45 million of delisting expenses related to the delisting of Nordnet from the Nasdaq Stockholm.

f)       For the nine month period ended 30 September 2020, adjustments include a positive adjustment to expenses amounting to SEK 20 million relating to a new assessment regarding Nordnet's deduction right for input VAT in prior periods and SEK 10 million in costs relating to the strategic overview currently conducted by Nordnet.

g)      For the nine month period ended 30 September 2019, adjustments include a positive expense adjustment amounting to SEK 16 million, comprised of SEK 5 million in transaction costs related to the acquisition of Netfonds and SEK 11 million relating to the integration of Netfonds.

h)      Alternative performance measures.

12. Defined as the operating profit for the period adjusted for items affecting comparability.

13. The reconciliation of adjusted operating profit is as follows:

_____________________

a)      Derived from Nordnet's audited consolidated historical financial information as of and for the years ended 31 December 2019, 2018 and 2017.

b)      Derived from Nordnet's unaudited consolidated interim financial information as of and for the nine month period ended 30 September 2020, with comparable figures for the nine month period ended 30 September 2019.

c)      For the year ended 31 December 2019, adjustments include a negative income adjustment of SEK 66 million relating to the disposition of shares in Tink AB and a positive expense adjustment amounting to SEK 65 million, comprised of SEK 5 million in transaction costs related to the acquisition of Netfonds, SEK 30 million relating to the integration of Netfonds, SEK 30 million relating to a new assessment regarding Nordnet's deduction right for input VAT in prior periods.

d)      For the year ended 31 December 2018, adjustments include a positive adjustment to expenses amounting to SEK 16 million, comprised of SEK 16 million in transaction costs related to the acquisition of Netfonds.

e)      For the year ended 31 December 2017, adjustments include a positive adjustment to expenses amounting to SEK 45 million, comprised of SEK 45 million of delisting expenses related to the delisting of Nordnet from Nasdaq Stockholm.

f)       For the nine month period ended 30 September 2020, adjustments include a positive adjustment to expenses amounting to SEK 20 million relating to a new assessment regarding Nordnet's deduction right for input VAT in prior periods and SEK 10 million in costs relating to the strategic overview currently conducted by Nordnet.

g)      For the nine month period ended 30 September 2019, adjustments include a negative adjustment amounting to SEK 49 million, comprised of a negative adjustment to income of SEK 66 million relating to the disposition of shares in Tink AB, a positive adjustment to expenses of SEK 5 million relating to the acquisition of Netfonds and a positive adjustment to expenses of SEK 11 million relating to the integration of Netfonds.

h)      Alternative performance measures.

14. Defined as profit for the period.

15. Defined as the profit for the period adjusted for items affecting comparability.
16. The reconciliation of adjusted profit for the period is as follows:

_____________________

a)      Derived from Nordnet's audited consolidated historical financial information as of and for the years ended 31 December 2019, 2018 and 2017.

b)      Derived from Nordnet's unaudited consolidated interim financial information as of and for the nine month period ended 30 September 2020, with comparable figures for the nine month period ended 30 September 2019.

c)      For the year ended 31 December 2019, adjustments include a negative income adjustment of SEK 66 million relating to the disposition of shares in Tink AB and a positive expense adjustment amounting to SEK 65 million, comprised of SEK 5 million in transaction costs related to the acquisition of Netfonds, SEK 30 million relating to the integration of Netfonds, SEK 30 million relating to a new assessment regarding Nordnet's deduction right for input VAT in prior periods. The disposition of the shares in Tink AB did not give rise to any tax expense, and as such no tax adjustment has been made. The positive expense adjustments have all been illustratively taxed at an assumed rate of 20%.

d)      For the year ended 31 December 2018, adjustments include a positive adjustment to expenses amounting to SEK 16 million, comprised of SEK 16 million in transaction costs related to the acquisition of Netfonds. The positive expense adjustments have all been illustratively taxed at an assumed rate of 20%.

e)      For the year ended 31 December 2017, adjustments include a positive adjustment to expenses amounting to SEK 45 million, comprised of SEK 45 million of delisting expenses related to the delisting of Nordnet from the Nasdaq Stockholm. The positive expense adjustments have all been illustratively taxed at an assumed rate of 20%.

f)       For the nine month period ended 30 September 2020, adjustments include a positive adjustment to expenses amounting to SEK 20 million relating to a new assessment regarding Nordnet's deduction right for input VAT in prior periods and SEK 10 million in costs relating to the strategic overview currently conducted by Nordnet. The positive expense adjustments have all been illustratively taxed at an assumed rate of 20%.

g)      For the nine month period ended 30 September 2019, adjustments include negative expense adjustments of SEK 49 million, comprised of negative income adjustments amounting to SEK 66 million relating to the disposition of shares in Tink AB, a positive expense adjustment of SEK 5 million related to the acquisition of Netfonds and positive expense adjustment of SEK 11 million relating to the integration of Netfonds. The disposition of the shares in Tink AB did not give rise to any tax expense, and as such no tax adjustment has been made. The positive expense adjustments have all been illustratively taxed at an assumed rate of 20%.

17. Defined as the profit for the period adjusted for items affecting comparability and excluding the amortisation of intangible assets due to PPA.

18. The reconciliation of adjusted profit for the period pre amortisation of intangible assets due to PPA is as follows:

_____________________

a)      Derived from Nordnet's audited consolidated historical financial information as of and for the years ended 31 December 2019, 2018 and 2017.

b)      Derived from Nordnet's unaudited consolidated interim financial information as of and for the nine month ended 30 September 2020, with comparable figures for the nine month period ended 30 September 2019.

c)      For explanation see note 16.

d)      Defined as the profit after tax for the period adjusted for items affecting comparability.

e)      Corresponds to the amortisation charge for the period, after tax, related to brands and customer base, intangible assets acquired in companies acquisitions and recorded as part of purchase accounting. These intangible assets contribute to revenue generation and their amortisation will recur in future periods until they are fully amortised.

This disclosure contains information that Nordnet is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 05-11-2020 07:30 CET.

For more information, please contact:

Johan Tidestad, Chief Communications Officer, Nordnet

+46 708 875 775, johan.tidestad@nordnet.se

Important information

This announcement is not an offer to sell or a solicitation of any offer to buy any securities of Nordnet AB (publ) (the “Company”). The contents of this announcement have been prepared by and are the sole responsibility of the Company. 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 by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Sweden, and in the United Kingdom (each, a “Relevant State”) this communication is only addressed to and is only directed at qualified investors in that Relevant State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such Relevant State.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Copies of this announcement are not being, and should not be, distributed in or sent into the United States. The securities described herein have also not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in Australia, Canada or Japan. There will be no public offering of the securities described herein in Australia, Canada or Japan.

This communication and any materials in relation to the securities described herein are only being distributed to and is only directed at persons in the United Kingdom that (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) ; (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or 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 communication.

Nordnet is a digital platform for savings and investments and we operate in Sweden, Norway, Denmark and Finland. With user-friendliness, availability, a broad offering and low prices, we give our customers the opportunity to achieve their savings ambitions. Visit us at www.nordnetab.com, www.nordnet.se, www.nordnet.no, www.nordnet.dk or www.nordnet.fi.