Nordea announces final results of the consent solicitations in respect of certain of its EMTN notes

THE DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW, AND PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUESTED TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

Further to the announcements on 7 November 2017 and 20 November 2017 regarding Nordea Bank AB (publ)'s (the "Issuer") Consent Solicitations relating to (amongst others) the outstanding notes listed in the table below (each a "Series" and, together, the "EMTN Notes"), the Issuer hereby announces the final results of the Consent Solicitations in respect of the EMTN Notes. Capitalised terms used in this notice and not otherwise defined shall have the meanings given to them in the consent solicitation memorandum dated 7 November 2017 prepared by the Issuer (the "Consent Solicitation Memorandum").
  

ISIN  Description
XS0497179035 EUR 1,000,000,000 4.50 per cent. Dated Subordinated Notes due 26 March 2020
XS0544654162 EUR 750,000,000 4.00 per cent. Dated Subordinated Notes due 29 March 2021
XS1292434146 SEK 1,700,000,000 Dated Subordinated Floating Rate Notes due September 2025
XS1292433767 SEK 2,300,000,000 Dated Subordinated Fixed Rate Reset Notes due September 2025
XS1299769858 JPY 15,000,000,000 1.160 per cent. Fixed Rate Subordinated Notes due 6 October 2025
XS1317439559 EUR 750,000,000 Dated Subordinated Fixed Rate Reset Notes due November 2025
XS1486520403 EUR 1,000,000,000 Dated Subordinated Fixed Rate Reset Notes due September 2026  

   
Results of the Consent Solicitations in respect of the EMTN Notes

Each of the Meetings held earlier today to consider the Extraordinary Resolutions in respect of the EMTN Notes was quorate. At each Meeting, at least three-fourths of votes cast were in favour of the relevant Extraordinary Resolution and therefore the Extraordinary Resolutions in relation to each Series of EMTN Notes were duly passed. The Proposed Amendments in relation to the EMTN Notes are expected to be implemented on the date hereof. The Issuer expects to pay the Consent Fee relating to the EMTN Notes (in respect of valid Consent Instructions received by the Consent Fee Deadline) by no later than 14 December 2017.

Further Information

A complete description of the terms and conditions of the Consent Solicitations is set out in the Consent Solicitation Memorandum.

Further details about the Consent Solicitations can be obtained from:

The Solicitation Agents

Joint Lead Solicitation Agents

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom

Telephone: +44 20 7545 8011
Attention: Liability Management Group

Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom

Telephone: +44 20 7996 5420
Attention: Liability Management Group
Email: DG.LM_EMEA@baml.com

Solicitation Agent

Nordea Bank AB (publ)
Grønjordsvej 10
DK-2300 Copenhagen S
Denmark

Telephone: +45 6161 2996
Attention: Nordea Liability Management
Email: nordealiabilitymanagement@nordea.com

Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London
WC1H 8HA
United Kingdom

Telephone: +44 20 7704 0880
Fax: +44 20 7067 9098
Attention: Paul Kamminga
Email: nordea@lucid-is.com
   

Nordea Investor Relations

Andreas Larsson, Head of Debt Investor Relations, Telephone: +46 709 70 75 55

Maria Caneman, Debt Investor Relations Officer, Telephone: +46 768 24 92 18

The Solicitation Agents and the Tabulation Agent do not take responsibility for the contents of this announcement and none of the Issuer, the Solicitation Agents, the Tabulation Agent, or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Consent Solicitation. This announcement must be read in conjunction with the Consent Solicitation Memorandum. No offer to acquire any Notes is being made pursuant to this announcement.

Distribution Restrictions

This announcement and the Consent Solicitation Memorandum do not constitute an offer or an invitation to participate in the Consent Solicitation in any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer or invitation under applicable securities laws.

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Nordea’s vision is to be a Great European bank, acknowledged for its people, creating superior value for customers and shareholders. We are making it possible for our customers to reach their goals by providing a wide range of products, services and solutions within banking, asset management and insurance. Nordea has around 11 million customers, approximately 650 branch office locations and is among the ten largest universal banks in Europe in terms of total market capitalisation. The Nordea share is listed on the Nasdaq Stockholm, Nasdaq Helsinki and Nasdaq Copenhagen exchanges. More info: www.nordea.com

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