Share buy-back programme

The Board of Directors of SP Group A/S (SP Group) has decided to increase the buy-back of shares in accordance with the authorisation granted by the Annual General Meeting on 27 April 2012.

As of 2 January 2013 SP Group holds 48,746 number of treasury shares of a nominal value of DKK 10 each corresponding to 2.41 % of SP Group’s share capital.

The purpose of the share buy-back programme is to hedge the existing warrant programmes and partly to pay for the minority shares in the subsidiary TPI Polytechniek bv.

The buy-back programme runs from 23 August 2012 until 29 April 2013, both days inclusive. The share buy-back programme is initiated and structured in compliance with the EU Commission Regulation No. 2273/2003 of 22 December 2003 (the so-called Safe Harbour Regulative for share buy-back programmes) which ensures that SP Group is protected against violation of insider legislation in relation to the share buy-back programme.

SP Group has entered into a contract with Jyske Bank A/S (Jyske Bank), in which Jyske Bank acts as financial advisor and as Lead Manager of the programme. Jyske Bank handles all purchase transactions independently of and without influence from SP Group.

The share buy-back programme is subject to the following terms:

The maximum amount that SP Group may pay for shares purchased under the share buy-back programme is increased from DKK 8.0 million with DKK 5.0 million to DKK 13.0 million
The maximum number of shares that can be bought in one single trading day may not be greater than 50.0 % of the average daily trading volume of SP Group’s shares on NASDAQ OMX Copenhagen in the last 20 days preceding the given trading day
The shares cannot be purchased at prices exceeding the higher of

- The price of the latest independent trade

- The price of the highest independent bid on NASDAQ OMX Copenhagen at the time of the transaction

SP Group will announce the number of repurchased shares and the value of these shares on a weekly basis in a separate announcement to NASDAQ OMX Copenhagen.

In case of any discrepancies, the Danish version shall prevail.

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