GLITNIR BANKI HF STOCK EXCHANGE RELEASE APRIL 23, 2007 AT 6.00 p.m. FINAL CONDITIONS OF THE TENDER OFFER FOR FIM GROUP'S SHARES AND OPTIONS Not for release, publication or distribution in the United States, Canada, Japan or Australia. Due to executed trades concerning the shares of FIM Group Corporation on March 16, 2007 Glitnir banki hf. is obligated to make a public tender offer for FIM Group Corporation's shares and options. The tender offer is made for all shares issued by FIM that are not owned by FIM or any company belonging to the FIM group of companies. The Finnish Financial Supervision Authority has today approved the tender offer document relating to the tender offer. The tender offer document is available in Finnish at FIM Securities Ltd, Pohjoisesplanadi 33 A, 00100 Helsinki, on April 25, 2007 or at Internet-address http://ostotarjous.fim.com. In addition to this the offer document is available at OMX Way, Fabianinkatu 14, 00130 Helsinki. The tender offer will be valid as of 25 April 2007 at 10.00 am (Finnish time) until 16 May 2007 at 4.30 pm (Finnish time), during which period FIM's shareholders and holders of option rights may accept the tender offer unless the Offer Period is extended or the extended period discontinued as set forth in the offer terms. The offeror reserves the right to extend the offer period. The offer period may be in all 10 weeks at maximum unless otherwise derived from the applicable legislation. The offeror will inform about the extension of the offer period latest on the first banking day following the expiring of the offer period. The final conditions of the tender offer in detail are enclosed to this release. Glitnir banki hf. Board of Directors Further information: Bjarni Ármansson, CEO, Glitnir banki hf. Tel: +354 440 4005 Bjorn Richard Johansen, Managing Director, Corporate Communications, Glitnir banki hf. Tel: +47 2282 5693 bjr@glitnir.no Glitnir banki h.f. Tel: +354 440 4500 Risto Pertunen, CEO FIM Group Corporation Tel: +358 9 6134 6303 DISTRIBUTION Helsinki Stock Exchange Main media APPENDIX TERMS AND CONDITIONS OF THE TENDER OFFER The Offeror and Target of Offer Glitnir banki hf. (Glitnir or the Offeror) (or a subsidiary fully owned by the Offeror) makes an offer subject to the conditions below for all shares and stock options issued by FIM Group Corporation (FIM or the Company) that are not held by FIM or any company belonging to its consolidated group. Offer Price Shares The offer price for each share validly tendered and not properly withdrawn in accordance with the terms and conditions of the tender offer is either: a) a combined consideration in cash and equity (the Combined Consideration) comprising a EUR 4.00 cash payment and 14.75 Glitnir shares (the Consideration Share) for each share. The calculated value of the combined offer is EUR 8.00 based on the Prices (defined in this offer), or b) the cash consideration of EUR 8.00 for each share. In the event all shareholders of FIM choose the Combined Consideration, the aggregate number of Glitnir shares allocated as Consideration Shares will be up to 194,147,775, and the Consideration Shares will correspond in total to 1.2 per cent of Glitnir's all shares and votes attached to the shares. Price; the Offeror has determined the offer price of the tender offer (EUR 8.00 per share) so that the value of Glitnir share is deemed to be ISK 24.8 per share being the closing price of the Glitnir share on the Icelandic Stock Exchange on 15 January 2007. The ISK/EUR exchange rate is 91.44 being the mid rate published by the Icelandic Central Bank on 16 January 2007. Option rights The offer price for the option rights is EUR 2.95 per option right. The offer price for the option rights has been determined as follows: the price for 2006A and 2006H option rights entitling to the shares is EUR 8.00 deducted by the exercise price of the option right, which is the trading-weighted average price of the share on the Helsinki Stock Exchange from 1 October to 31 December 2006, i.e. EUR 5.19. This exercise price has been adjusted in accordance with the terms and conditions of the option rights by the amount of dividend (EUR 0.14 per share) decided by the General Meeting of Shareholders of FIM held on 16 March 2007 as a result of which the offer price for each option right is EUR 2.95. Pursuant to the option rights, it is not possible to receive Combined Consideration. The stock options 2006B and 2006C are in the FIM Group's possession and are not subject to the tender offer. Offer period The tender offer will be valid as of 25 April 2007 at 10.00 a.m. (Finnish time) until 16 May 2007 at 4.30 p.m. (Finnish time) (the Offer Period), during which period FIM's shareholders and holder of option rights may accept the tender offer unless the tender offer Period is extended or discontinued as set forth below. The Offeror reserves the right to extend the Offer Period. The duration of the Offer Period may be altogether 10 weeks at maximum unless otherwise provided by applicable law. The Offeror will inform of the extension of the Offer Period at the latest on the next banking day following the expiry of the Offer Period. See below “—Withdrawal of the Acceptance of the Tender Offer” for information on the withdrawal right of the shareholders or option right holders, who accepted the tender offer, when the Offer Period was extended. Tender Offer Acceptance Procedure FIM Securities Ltd acts as the manager of the tender offer and is responsible for the execution of the tender offer by order of Glitnir and for the sale and purchase of the shares validly tendered and not properly withdrawn in connection with the terms and conditions of the tender offer. As regards the option rights, Glitnir or a party determined by it will be responsible for the execution of the tender offer. Shares Book-entry account operators and asset managers will send a notification of the tender offer, including tender instructions and an acceptance form, to their customers outside Australia, the Hong Kong Special Administrative Region of the People's Republic of China, Japan, South Africa, Canada and the United States who are shareholders in FIM, if so agreed between the account operator or asset manager and the shareholder or otherwise. Should a FIM shareholder not receive the tender instructions and the acceptance form from his/her book-entry account operator or asset manager (such as the Finnish Central Securities Depository Ltd), the shareholder can obtain an acceptance form also from FIM Securities Ltd, address Pohjoisesplanadi 33 A, 3rd floor, 00100 Helsinki or at FIM Securities Ltd's Customer Service at + 358 9 6134 6250. The acceptance form is also available on FIM's Internet site at http://ostotarjous.fim.com. FIM's shareholders should primarily contact their own book-entry account operator or asset manager regarding the tender instructions and acceptance form. A FIM shareholder who wishes to accept the tender offer shall submit an appropriately completed acceptance form to the book-entry account operator or asset manager managing such shareholder's book-entry account in accordance with their instructions. In the event that the book-entry account operator or asset manager of the FIM shareholder (such as the Finnish Central Securities Depository Ltd) does not take acceptance forms, the shareholder may, alternatively, return the form to FIM Securities Ltd, back office, Pohjoisesplanadi 33A, FI-00100 Helsinki, Finland. The Offeror reserves the right to reject any improperly or partially completed acceptance forms or any acceptance form received in an envelope postmarked in, or which otherwise appears to the Offeror to have been sent from Australia, the Hong Kong Special Administrative Region of the People's Republic of China, Japan, South Africa, Canada or the United States. Delivery of the acceptance forms and other required documents is at the risk of the FIM shareholder, and the documents will be deemed returned only when they have been received by the applicable book-entry account operator, asset manager or FIM Securities Ltd. Sufficient time should be allowed for delivery of the documents, and the instructions given by the respective book-entry account operator or asset manager of the FIM shareholder should be followed. The acceptance form and other required documents shall be delivered by 4:30 p.m. (Finnish time) on the last day of the Offer Period or the extended Offer Period. The book-entry account operators or asset managers may require a FIM shareholder to submit the acceptance form by an earlier time and date. A FIM shareholder, whose shares are registered in the name of a nominee (or other custodial institution), wishing to accept the tender offer shall accept the tender offer in accordance with his/her nominee's instructions. The Offeror will not send acceptance forms or other documents relating to the tender offer to these FIM shareholders. Acceptance is regarded to have been validly made only after all documents regarding the acceptance of the tender offer have been delivered to the account operator or FIM Securities Ltd by the end of the Offer Period. A shareholder who has pledged his/her shares may only accept the tender offer with the consent of the pledgee. The said FIM shareholder is responsible for acquiring the consent. The pledgee's consent shall be furnished to the book-entry account operator in writing. The tender offer cannot be accepted on the Internet or through the FIM Customer Service. The FIM shareholders who accepted the tender offer may not transfer those shares for which the tender offer was accepted. The transfer restriction or sales reservation in respect of these shares will be registered on the appropriate book-entry account after the FIM shareholder has accepted the tender offer. The acceptance of the tender offer is irrevocable and it cannot be withdrawn. The acceptance of the tender offer is, however, possible to withdraw during any extended Offer Period prior to the expiry of the extended Offer Period (see under — Withdrawal of the Acceptance of the tender offer below). Acceptance of the tender offer shall be given with respect to a specified book-entry account, and it encompasses all shares on the book-entry account of the FIM shareholder mentioned on the acceptance form at the time of the registration of the transfer restrictions or the sales reservation with respect to the shares in connection with the acceptance. However, the Offeror has the right to validly decide to accept even a partially given acceptance commission. If a FIM shareholder acquires additional shares subsequent to the registration and wishes to accept the tender offer in respect of such shares, the shareholder shall accept the tender offer separately with respect to such shares and deliver the acceptance form to his/her book-entry account operator, asset manager or FIM Securities Ltd. A shareholder, who has accepted the tender offer pursuant to the terms and conditions of the tender offer and who has not withdrawn his/her acceptance, may not sell or otherwise dispose of the shares, with respect to which the tender offer has been accepted. By returning the acceptance form, a FIM shareholder authorises FIM, the shareholder's asset manager or book-entry account operator managing the shareholder's book-entry account information to register a transfer restriction or sales reservation in respect of the shares on his/her book-entry account as well as other necessary entries and undertake other technical actions necessary in order to sell the shares to the Offeror and account the offer price, open deposit account for foreign shares unless the shareholder already has one at his/her own expense (see under Terms and Conditions of the tender offer - Terms of Payment and Settlement) and to carry out the selling of shares on the Helsinki Stock Exchange or exchange into Consideration Shares pursuant to these terms and conditions (see below Acceptors of the tender offer Who Chose the Combined Consideration). The sale and purchase of the shares in connection with the will be effected in accordance with — Terms of Payment and Settlement below. Option Rights FIM will send a notification of the tender offer, including tender instructions and acceptance forms, to the holders of the option rights outside Australia, the Hong Kong Special Administrative Region of the People's Republic of China, Japan, South Africa, Canada and the United States. A holder of FIM option rights, who wishes to accept the tender offer, shall submit an appropriately completed acceptance form to FIM Group Corporation/Ms. Mari Tyster, Pohjoisesplanadi 33A, FI-00100 Helsinki, Finland. By returning the acceptance form, a holder of the option rights authorises FIM to manage the selling of option rights to the Offeror and to take other technical actions necessary to account the offer price. Option rights have not been issued in a book-entry system and they have not been admitted to public trading. The sale and purchase of the option rights in connection with the tender offer will be effected in accordance with Terms of Payment and Settlement below. To other extent, the acceptance of the tender offer regarding shares provided above will be applicable to the option rights as appropriate. Withdrawal of the Acceptance of the Tender Offer The acceptance of the tender offer is irrevocable and it cannot be withdrawn unless otherwise provided by the applicable law. The acceptance of the tender offer is, however, possible to withdraw during any extended Offer Period prior to the expiry of the extended Offer Period. If the Offer Period has been extended, the shares validly tendered in accordance with the terms and conditions of the tender offer may be withdrawn at any time during the extended Offer Period, that is, after the expiry of the original Offer Period (on 16 May 2007) but prior to the expiry of the extended Offer Period. In case the Offeror supplements the offer document or the prospectus, the party having accepted the tender offer has the right to withdraw the acceptance of the tender offer pursuant to the Finnish Securities Market Act and the instructions set forth below. The proper withdrawal of the shares validly tendered requires that a written notice of withdrawal is submitted to the same book-entry account operator or asset manager to which the original acceptance form was delivered. In case of holdings that are registered in the name of a nominee, the shareholder shall instruct the nominee to submit the notice of withdrawal. A withdrawing shareholder must comply with the instructions given by his/her book-entry account operator, asset manager or nominee. Each book-entry account operator, asset manager or nominee is entitled to charge a fee for withdrawals in accordance with its pricelist. If a FIM shareholder properly withdraws the acceptance of the tender offer, the transfer restriction or sales reservation in respect of the shares will be removed from the book-entry account of the FIM shareholder on or about the third banking day following delivery of the withdrawal of the acceptance of the tender offer to the book-entry account operator, asset manager or nominee. Withdrawn shares may be re-tendered by following the acceptance procedures described in section — Tender Offer Acceptance Procedure prior to the expiry of the extended or discontinued Offer Period. Announcement of the Results of the Tender Offer The preliminary results of the tender offer will be announced on the first (1st) Finnish banking day and the final result on or about the second (2nd) Finnish banking day following the expiry of the Offer Period or, if the Offer Period has been extended, following the expiry of the extended Offer Period. In connection with the announcement of the final results of the tender offer, the percentage of the Shares that have been validly tendered and not properly withdrawn will be confirmed. Terms of Payment and Settlement The sale and purchase of the shares validly tendered and not properly withdrawn in accordance with the terms and conditions of the tender offer will be executed by estimation no later than on the third (3rd) Finnish banking day following the expiry of the Offer Period or, if the Offer Period has been extended, following the expiry of the extended Offer Period (the Closing Date). To the extent possible, the sale and purchase of the shares will take place on the Helsinki Stock Exchange. The Closing Date for option rights accepted in the tender offer will be the same. The trading of option rights will be executed outside the stock exchange. The transfer tax levied on the sale will be payable by the Offeror. Acceptors of the Tender Offer Who Chose the Cash Consideration The settlement of the sale and purchase of the shares will be effected on or about the third Finnish banking day following the Closing Date (the Settlement Date). The payment of the offer price of the shares will be deposited into the bank account connected to the book-entry account of the shareholder having accepted the tender offer or, in the case of shareholders whose holdings are registered in the name of a nominee, into the bank account specified in the acceptance form on the Settlement Date. As regards the option rights, the same Settlement Date will be applied and the offer price of the option rights will be deposited on the Settlement Date into the bank account specified in the acceptance form by the tendering holder of the option rights. If the bank account of a tendering shareholder is with a different banking institution than the book-entry account of such holder, the receipt of the offer price may be delayed by up to approximately two Finnish banking days in accordance with the schedule for payment transactions between Finnish financial institutions. Acceptors of the Tender Offer Who Chose the Combined Consideration The cash consideration portion received by the FIM shareholders who accepted the tender offer and chose the Combined Consideration will be deposed similarly to that of the shareholders who chose cash consideration. The FIM shareholders who have validly accepted the tender offer and have not validly withdrawn their acceptance in accordance with the terms and conditions of this tender offer and who chose the Combined Consideration will receive as consideration 14.75 Consideration Shares for each offered share. The Consideration Shares for which each FIM shareholder is entitled to will be registered in the foreign shares deposit account of the FIM shareholder who accepted the Consideration Shares on or about sixth banking day following the Settlement Date. Those FIM shareholders who do not have a foreign shares deposit account, will be opened a foreign shares deposit account by their own book-entry account operator. By choosing the Combined Consideration, the shareholder accepting the tender offer will at the same time authorise his or her account operator to open a foreign shares deposit account. Each book-entry account operator or asset manager is entitled to charge a fee for opening and maintaining a foreign shares deposit account in accordance with its pricelist. Should the number of Consideration Shares to be received by a FIM shareholder not be a whole number, the portion of the calculated value (8,00 euros) of Combined Consideration corresponding to the fraction exceeding the closest whole number will be paid to the shareholders in cash in connection with the allocation of the Consideration Shares. The Offeror reserves the right to postpone the execution and settlement of the tender offer in event of a technical or other reason beyond the control of the Offeror. Trading of Consideration Shares The Offeror intends to admit the Consideration Shares on the Iceland Stock Exchange (ICEX) in the same manner as other shares in the company. The latest date on which the new shares will be admitted to trading on ICEX is the sixth bank date following the Settlement Date. The Offeror's Board of Directors has not made any resolution on seeking an admission to trading for the company's shares on other regulated markets than the ICEX. Transfer of Title Title to the shares and option rights validly tendered and not properly withdrawn in accordance with the terms and conditions of the tender offer will pass to the Offeror against payment of the offer price of the shares or correspondingly the option rights. Asset Transfer Tax and Other Fees The Offeror shall be responsible for the Finnish asset transfer tax, if any, payable on the sale and purchase of the shares and option rights in accordance with the tender offer. Possible fees charged by book-entry account operators, asset managers or nominees or any other person, in accordance with their agreement with each shareholder, for registering the release from pledges or other possible restrictions preventing a sale of the relevant shares or option rights, will be borne by the shareholder. The Offeror shall be responsible for other customary fees relating to book-entry registrations required for the purposes of the tender offer, the sale and purchase of the shares and option rights tendered under the tender offer or the payment of the offer price. The acceptor of the tender offer will be responsible for fees due to the opening and maintaining of the deposit account for foreign shares pursuant to their own deposit agreement. Restrictions on Participation in the Tender Offer The tender offer is not being made in any jurisdiction where prohibited by applicable law and this Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. In particular, the tender offer is not being made, directly or indirectly, in or into, or by use of the postal service of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or the Internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, Japan, South Africa, Canada or the United States. The tender offer cannot be accepted by any such use, means or instrumentality or from within Australia, the Hong Kong Special Administrative Region of the People's Republic of China, Japan, South Africa, Canada or the United States. Other Matters The Offeror or its authorised representative shall decide on all other issues relating to the tender offer. DISCLAIMER These materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a public offering of shares in the United States. This document may not be published, released or otherwise distributed, full or partially, to the United States, Canada, Japan or Australia. This document is not a prospectus and as such does not constitute an offer to sell or the solicitation of an offer to purchase shares or rights to subscribe for shares. Investors should not subscribe for any shares or rights referred to in this document, or tender any shares, except on the basis of the information contained in a prospectus or tender offer document. The offer will not be made in any such country in which either the offer or the participation into it would be prohibited, or would acquire, in addition to measures under Finnish law, tender offer's preparing, registration or any other measures. Offers will not be made directly or indirectly in any jurisdiction where prohibited by applicable law and any offer documents and related acceptance forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. In particular, the rights offering and the tender offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means of instrumentality (including fax, telex, telephone or Internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Hong Kong, Japan, South-Africa, Canada or the United States. The tender offer is not acceptable, if one of the before mentioned means are used or if the approval of the tender offer is executed in the United States, Canada, Japan or Australia.