Issuance of Additional Tier 1 conversion notes by Nordea

Nordea Bank Abp
Stock exchange release – Other information disclosed according to the rules of the Exchange
2 September 2024 at 20:00 EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Nordea Bank Abp (“Nordea”) today priced SEK 3,750,000,000 Floating Rate Additional Tier 1 Conversion Notes (the “SEK Notes”) and NOK 1,600,000,000 Floating Rate Additional Tier 1 Conversion Notes (the “NOK Notes” and together with the SEK Notes, the “Notes”) to be issued under Nordea’s Global Medium-Term Note Programme. The Notes constitute Additional Tier 1 (AT1) capital and are issued by Nordea to maintain Nordea’s strong capital position and to take advantage of favorable market conditions.

The SEK Notes will be issued at an issue price of 100 per cent with a coupon of 3-month STIBOR plus 2.80 per cent.

The NOK Notes will be issued at an issue price of 100 per cent with a coupon of 3-month NIBOR plus 2.85 per cent.

The Notes are perpetual with a first call date on 6 September 2029. If the CET1 capital ratio of Nordea (on either a solo or a consolidated group level) decreases below 5.125 per cent, the Notes are automatically converted into ordinary shares in Nordea in accordance with the terms and conditions of the Notes. The issuance of the Notes is part of Nordea’s ordinary capital management activities and is based on the authorisation granted by the Annual General Meeting of Nordea held on 21 March 2024.

The offering of the Notes, which is fully subscribed, will be settled on 6 September 2024. Nordea will apply to have the Notes admitted to trading on the Global Exchange Market of Euronext Dublin.

For further information:

Maria Caneman, Head of Debt Investor Relations and Ratings, +46 10 156 5019
Media inquiries, +358 10 416 8023 or press@nordea.com

The information provided in this stock exchange release was submitted for publication, through the agency of the contacts set out above, at 20:00 EET on 2 September 2024.

DISCLAIMER

The distribution of this stock exchange release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. This stock exchange release is not directed to, and is not intended for distribution to or use by, any person or entity in any jurisdiction where such distribution, publication or use would be contrary to law or regulation or which would require any registration within such jurisdiction. This stock exchange release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities, nor shall there be any offer, solicitation or sale of the Notes or any other securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.

This stock exchange release is not for publication or distribution, directly or indirectly, in or into the United States and does not constitute an offer of securities for sale in the United States. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold or delivered in the United States, or to or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the requirements of the Securities Act. There will be no public offer of securities in the United States.

No prospectus has been or will be approved in the United Kingdom in respect of the Notes. This stock exchange release is directed only at (i) persons outside the United Kingdom (ii) “qualified investors” within the meaning of Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (a) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (the “Order”) or b) falling within Article 49(2) (a) to (d) of the Order or (c) to whom it may otherwise be lawfully communicated (all such persons being referred to as “relevant persons”). Any investment activity to which this stock exchange release may relate is only available to, and any invitation, offer or agreement to engage in such investment activity will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this stock exchange release or any of its contents.

In member states of the EEA, this stock exchange release is directed only at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129.

MiFID II and UK MiFIR professionals/ECPs-only / No PRIIPs or UK PRIIPs KID / UK FCA CoCo restriction. Manufacturer target market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the United Kingdom. No sales to retail clients (as defined in COBS 3.4) in the United Kingdom.

We are a universal bank with a 200-year history of supporting and growing the Nordic economies – enabling dreams and aspirations for a greater good. Every day, we work to support our customers’ financial development, delivering best-in-class omnichannel customer experiences and driving sustainable change. The Nordea share is listed on the Nasdaq Helsinki, Nasdaq Copenhagen and Nasdaq Stockholm exchanges. Read more about us at nordea.com.

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