Bond Nordia Bank Abp 0.375% ( XS2003499386 ) in EUR

Issuer Nordia Bank Abp
Market price 100 %  ▲ 
Country  Finland
ISIN code  XS2003499386 ( in EUR )
Interest rate 0.375% per year ( payment 1 time a year)
Maturity 28/05/2026 - Bond has expired



Prospectus brochure of the bond Nordea Bank Abp XS2003499386 in EUR 0.375%, expired


Minimal amount /
Total amount /
Detailed description Nordea Bank Abp is a Nordic financial services group offering banking, asset management, and insurance services to individuals, businesses, and institutions across Denmark, Finland, Norway, and Sweden.

The Bond issued by Nordia Bank Abp ( Finland ) , in EUR, with the ISIN code XS2003499386, pays a coupon of 0.375% per year.
The coupons are paid 1 time per year and the Bond maturity is 28/05/2026








IMPORTANT NOTICE
In accessing the attached base prospectus (the "Base Prospectus") you agree to be bound by the
following terms and conditions.
The information contained in the Base Prospectus may be addressed to and/or targeted at persons who are
residents of particular countries only as specified in the Base Prospectus and is not intended for use, and
should not be relied upon, by any person outside those countries. Prior to relying on the information
contained in the Base Prospectus, you must ascertain from the Base Prospectus whether or not you
are an intended addressee of, and eligible to view, the information contained therein.
The Base Prospectus does not constitute, and may not be used in connection with, an offer to sell or the
solicitation of an offer to buy securities in the United States or any other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, exemption from registration or qualification
under the securities law of any such jurisdiction.
The securities described in the Base Prospectus have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory
authority of any state or other jurisdiction of the United States and may include notes in bearer form that
are subject to U.S. tax law requirements. Subject to certain exceptions, such securities may not be offered,
sold or delivered within the United States or to, or for the account or benefit of, U.S. persons. The
securities described in the Base Prospectus will only be offered in offshore transactions to non-U.S.
persons in reliance upon Regulation S under the Securities Act ("Regulation S")).
For a more complete description of restrictions on offers and sales of the securities described in the Base
Prospectus, see pages i to vii and the section "Subscription and Sale".







BASE PROSPECTUS DATED 8 MAY 2019

NORDEA BANK ABP
(a public limited liability company organised under the laws of Finland)
50,000,000,000
Euro Medium Term Note Programme
Nordea Bank Abp (the "Issuer") has established a 50,000,000,000 Euro Medium Term Note Programme
(the "Programme"). This base prospectus supersedes any previous Base Prospectus, Information
Memorandum and Supplemental Information Memorandum in relation to the Programme. Any Notes (as
defined below) issued under the Programme on or after the date of this Base Prospectus are issued subject
to the provisions described herein. This does not affect any Notes already in issue.
The Issuer may from time to time issue Euro Medium Term Notes (the "Notes") on a subordinated or
unsubordinated basis, which expression shall include Bearer Notes and Registered Notes (each as defined
below), denominated in any currency as may be agreed with the relevant Dealer(s) (as defined below).
Notes issued pursuant to the Programme may include Notes issued by the Issuer designated as "Swiss
Franc Notes", "VP Notes", "VPS Notes" or "Swedish Notes" in the relevant Final Terms or Pricing
Supplement (each as defined below). The maximum amount of all Notes from time to time outstanding
will not exceed 50,000,000,000 (or its equivalent in other currencies at the time of agreement to issue,
subject as further set out herein). For the purposes of calculating amounts outstanding under the
Programme, all calculations will be made in euro.
Notes issued under the Programme (other than Exempt Notes) will have a denomination of at least
100,000 or its equivalent in any other currency.
The Notes will be issued on a continuing basis to one or more of the principal dealers or Swiss dealers
specified herein and any additional dealer appointed under the Programme from time to time, which
appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the
"Dealers").
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may
affect the abilities of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors"
below.
Arranger
BofA Merrill Lynch
Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Morgan Stanley
Natixis
NatWest Markets
Nordea
RBC Capital Markets
Société Générale Corporate & Investment Banking
UBS Investment Bank
UniCredit Bank

The date of this Base Prospectus is 8 May 2019.

- ii -




This Base Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") as
competent authority under the Prospectus Directive (as defined herein) and constitutes a base prospectus
for the purposes of the Prospectus Directive. The Central Bank only approves this Base Prospectus as
meeting the requirements imposed under Irish and European law pursuant to the Prospectus Directive.
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are
to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU on Markets in
Financial Instruments (as amended, "MiFID II") in the European Economic Area and/or offered to the
public in the European Economic Area other than in circumstances where an exemption is available under
Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in
this Base Prospectus to "Exempt Notes" are to Notes for which no prospectus is required to be published
under the Prospectus Directive. The Central Bank has neither approved nor reviewed information
contained in this Base Prospectus in connection with Exempt Notes.
Application will be made (i) to the Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext
Dublin") for Notes issued under the Programme (other than Exempt Notes (as defined herein)) to be
admitted to the official list (the "Official List") and trading on its regulated market (the "Main Market"),
(ii) to the United Kingdom Financial Conduct Authority (the "FCA") and London Stock Exchange plc
(the "London Stock Exchange") for Notes issued under the Programme (other than Exempt Notes) to be
admitted to listing on the official list of the FCA and to trading on the regulated market of the London
Stock Exchange, and (iii) to the Commission de Surveillance du Secteur Financier (the "CSSF") and the
Luxembourg Stock Exchange for Notes issued under the Programme (other than Exempt Notes) to be
admitted to trading on the regulated market of the Luxembourg Stock Exchange and to be listed on the
Official List of the Luxembourg Stock Exchange, in each case during the period of 12 months after the
date hereof. The Main Market, the regulated market of the London Stock Exchange and the regulated
market of the Luxembourg Stock Exchange are regulated markets for the purposes of MiFID II. Such
approvals relate only to the Notes which are to be admitted to trading on a regulated market for the
purposes of MiFID II and/or which are to be offered to the public in any Member State of the European
Economic Area.
Application has been made to Euronext Dublin for the approval of this Base Prospectus as base listing
particulars (the "Base Listing Particulars"). Application has been made to Euronext Dublin for Exempt
Notes issued under the Programme during the 12 months from the date of this Base Listing Particulars to
be admitted to the Official List and to trading on the Global Exchange Market (the "GEM") which is the
exchange regulated market of Euronext Dublin. The GEM is not a regulated market for the purposes of
MiFID II.
This Base Prospectus constitutes a Base Listing Particulars for the purposes of all Exempt Notes
(including, without limitation, any Exempt Notes listed on the GEM) and, for such purposes, does not
constitute a "prospectus" for the purposes of the Prospectus Directive. In the case of Exempt Notes, any
reference in this Base Prospectus to "Base Prospectus" shall be deemed to be a reference to "Base Listing
Particulars" unless the context requires otherwise.
The SIX Swiss Exchange Ltd (the "SIX Swiss Exchange") has approved the Programme as an "issuance
programme" for the listing of bonds on the SIX Swiss Exchange in accordance with the listing rules of the
SIX Swiss Exchange (the "SIX Listing Rules"). In respect of any Tranche (as defined herein) of Notes to
be listed on the SIX Swiss Exchange during the period of 12 months from the date of this Base Listing
Particulars, this Base Listing Particulars, together with the relevant Pricing Supplement, will constitute
the listing prospectus for purposes of the SIX Listing Rules.
The Programme also permits Notes to be issued on the basis that they will not be admitted to listing,
trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be
admitted to listing, trading and/or quotation by such other or further competent authorities, stock
exchanges and/or quotation systems as may be agreed with the Issuer (including the SIX Swiss Exchange,
in the case of Swiss Franc Notes).
Notice of the aggregate principal amount of, interest (if any) payable in respect of, the issue price of, and
any other terms and conditions not contained herein which are applicable to, each Tranche (as defined
below) of Notes will be set forth in a final terms (the "Final Terms") or, in the case of Exempt Notes, a
pricing supplement (the "Pricing Supplement"). In the case of Exempt Notes, any reference in this Base

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Prospectus to "Final Terms" shall be deemed to be a reference to "Pricing Supplement" unless the context
requires otherwise.
This Base Prospectus, including the Annexes hereto, which form part of this Base Prospectus, should be
read and construed together with any amendments or supplements hereto and with any other information
incorporated by reference herein and, in relation to any Tranche of Notes, should be read and construed
together with the relevant Final Terms.
Copies of each Final Terms in respect of a Tranche of Notes listed on any stock exchange and issued
pursuant to this Base Prospectus will be available from the specified offices of each of the Paying Agents
and (in the case of Notes which may be in registered form) from the specified office of the Registrar and
each of the Transfer Agents (see "Terms and Conditions of the Notes" herein). In the case of a Tranche of
Notes which is not admitted to listing, trading and/or quotation on any listing authority, stock exchange
and/or quotation system or which is not offered in the European Economic Area in circumstances where a
prospectus is required to be published under the Prospectus Directive (including Exempt Notes), copies of
the Final Terms will only be available for inspection during normal business hours at the specified office
of the Fiscal Agent in London and the registered office of the Issuer by the holders of such Notes
("Holders").
The Issuer may agree with any Dealer(s) that Notes may be issued in a form not contemplated by the
"Terms and Conditions of the Notes" herein, in which case a supplementary prospectus, if appropriate,
will be made available which will describe the effect of the agreement reached in relation to such Notes.
In the case of Exempt Notes, the relevant provisions relating to such Notes will be included in the
relevant Pricing Supplement.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this Base
Prospectus (including for this purpose, each relevant Final Terms) contains all information which is (in
the context of the Programme and the issue, offering and sale of the Notes) material; that such
information is true and accurate in all material respects and is not misleading in any material respect; that
any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading
in any material respect; that this Base Prospectus does not omit to state any material fact necessary to
make such information, opinions, predictions or intentions (in the context of the Programme and the
issue, offering and sale of the Notes) not misleading in any material respect; and that all proper enquiries
have been made to verify the foregoing.
Nordea Bank Abp accepts responsibility for the information contained in this Base Prospectus and the
Final Terms for each Tranche of Notes issued under the Programme and declares that, having taken all
reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the
best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other document entered into in relation to the Programme
or any information supplied by the Issuer or such other information as is in the public domain and, if
given or made, such information or representation should not be relied upon as having been authorised by
the Issuer or any Dealer.
Neither the Dealers nor the Arranger have separately verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility is accepted by the Dealers or the Arranger as to the accuracy or completeness of the
financial information contained in this Base Prospectus, or any other financial statements or any further
information supplied in connection with the Notes. The Dealers and the Arranger accept no liability in
relation to the financial information contained in this Base Prospectus or any other financial statements or
their distribution or with regard to any other information supplied in connection with the Notes. The
statements made in this paragraph are without prejudice to the responsibility of Nordea Bank Abp in its
capacity as Issuer under the Programme.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any
Note shall, in any circumstances, create any implication that the information contained in this Base
Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been
most recently amended or supplemented or that there has been no adverse change, or any event
reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer

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since the date thereof or, if later, the date upon which this Base Prospectus has been most recently
amended or supplemented or that any other information supplied in connection with the Programme is
correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus comes are required by the Issuer and the Dealers to inform themselves about and to observe
any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and
on distribution of this Base Prospectus or any Final Terms and other offering material relating to the
Notes see "Subscription and Sale".
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR THE ADEQUACY OF
THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE 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"), OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY INCLUDE NOTES IN BEARER FORM THAT ARE SUBJECT TO
U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY
NOT BE OFFERED, SOLD OR, IN THE CASE OF BEARER NOTES, DELIVERED WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS. SEE
"SUBSCRIPTION AND SALE".
The Issuer is not a bank nor an authorised deposit-taking institution which is authorised under the
Banking Act 1959 (Cth) of Australia (the Australian Banking Act) nor is it authorised to carry on
banking business under the Australian Banking Act. The Notes are not obligations of any government
and, in particular, are not guaranteed by the Commonwealth of Australia. The Issuer is not supervised by
the Australian Prudential Regulation Authority. Notes that are offered for issue or sale or transferred in,
or into, Australia are offered only in circumstances that would not require disclosure to investors under
Part 6D.2 or Part 7.9 of the Corporations Act 2001 of Australia (the "Corporations Act") and will be
issued and transferred in compliance with the terms of the exemption from compliance with section 66 of
the Australian Banking Act that is available to the Issuer. Such Notes will be issued or transferred in, or
into, Australia in parcels of not less than A$500,000 in aggregate principal amount. An investment in any
Notes issued by the Issuer will not be covered by the depositor protection provisions in section 13A of the
Australian Banking Act and will not entitle Holders to claim under the financial claims scheme under
Division 2AA of the Australian Banking Act.
MIFID II product governance / target market ­ The Final Terms in respect of any Notes will include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect
of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MIFID Product Governance Rules.
An investment in the Notes may give rise to higher yields than a bank deposit placed with Nordea or with
any other investment firm in the Nordea Group (a "Nordea Bank Deposit"). However, an investment in
the Notes carries risks which are very different from the risk profile of a Nordea Bank Deposit. The Notes
are expected to have greater liquidity than a Nordea Bank Deposit since Nordea Bank Deposits are
generally not transferable. However, the Notes may have no established trading market when issued, and

- v -




one may never develop. See "Risk Factors--Risks Relating to the Notes--The Notes may not be freely
transferred" and "--There might not be an active trading market for the Notes". Investments in the Notes
do not benefit from any protection provided pursuant to Directive 2014/49/EU of the European
Parliament and of the Council on deposit guarantee schemes or any national measures implementing this
Directive in any jurisdiction. Payments on the Subordinated Notes are subordinated obligations of the
Issuer. Therefore, if the Issuer becomes insolvent or defaults on its obligations, investors investing in such
Notes in a worst case scenario could lose their entire investment. Further, as a result of the
implementation of BRRD (as defined herein), holders of the Notes may be subject to write-down or
conversion into equity on any application of the general bail-in tool and non-viability loss absorption,
which may result in such holders losing some or all of their investment. See "Risk Factors--Risks
Relating to the Notes--Regulatory action in the event of a failure of the Issuer could materially adversely
affect the value of the Notes, including in a manner which may result in holders of the Notes losing all or
a part of the value of their investment in the Notes or receiving a different security than the Notes" and
"--The Issuer may be subject to statutory resolution".
IMPORTANT ­ EEA RETAIL INVESTORS - If the Final Terms in respect of any Notes includes a
legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of MiFID II; or (ii) a customer
within the meaning of Directive 2002/92/EC (as amended or superseded), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) in relation to
any Exempt Notes with a minimum denomination below 100,000 or its equivalent in any other currency,
not a qualified investor as defined in the Prospectus Directive. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering
or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPS Regulation.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any
of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase
any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below
may apply, any offer of Notes in any Member State of the "European Economic Area" which has
implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to
make an offer in that Relevant Member State of Notes which are the subject of an offering/placement
contemplated in this Base Prospectus as completed by final terms in relation to the offer of those Notes
may only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for
such offer has been approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the competent authority in that
Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive,
provided that any such prospectus has subsequently been completed by final terms which specify that
offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant
Member State and such offer is made in the period beginning and ending on the dates specified for such
purpose in such prospectus or final terms, as applicable. Except to the extent sub-paragraph (ii) above
may apply, neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any
offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or
supplement a prospectus for such offer.
BENCHMARKS REGULATION - Interest and/or other amounts payable under the Notes may be
calculated by reference to certain reference rates. Any such reference rate may constitute a benchmark for
the purposes of Regulation (EU) No 2016/1011 (the "Benchmarks Regulation"). If any such reference
rate does constitute such a benchmark, the relevant Final Terms will indicate whether or not the
benchmark is provided by an administrator included in the register of administrators and benchmarks

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established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to
Article 36 (Register of administrators and benchmarks) of the Benchmarks Regulation. Transitional
provisions in the Benchmarks Regulation may have the result that the administrator of a particular
benchmark is not required to appear in the register of administrators and benchmarks at the date of the
relevant Final Terms. The registration status of any administrator under the Benchmarks Regulation is a
matter of public record and, save where required by applicable law, the Issuer does not intend to update
relevant the Final Terms to reflect any change in the registration status of the administrator.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND
FUTURES ACT (CHAPTER 289 OF SINGAPORE) - The relevant Final Terms in respect of any
Notes may include a legend entitled "Singapore Securities and Futures Act Product Classification" which
will state the product classification of the Notes pursuant to section 309B(1) of the Securities and Futures
Act (Chapter 289 of Singapore) (the "SFA"). The Issuer will make a determination in relation to each
issue about the classification of the Notes being offered for purposes of section 309B(1)(a). Any such
legend included on the relevant Final Terms will constitute notice to "relevant persons" for purposes of
section 309B(1)(c) of the SFA.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any)
named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the
relevant Final Terms may over allot Notes or effect transactions with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may
not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at
any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of
Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation
action or over-allotment must be conducted by the Stabilising Manager(s) (or person(s) acting on behalf
of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
The language of the Base Prospectus is English. Certain legislative references and technical terms have
been cited in their original language in order that the correct technical meaning may be ascribed to them
under applicable law.
RATINGS
As of the date of this Base Prospectus, the long term (senior) debt ratings of the Issuer are:
Rating Agency
Rating
Moody's Investors Service Limited
Aa3
S&P Global Ratings Europe Limited
AA-
Fitch Ratings Limited
AA-
Moody's Investors Service Limited, S&P Global Ratings Europe Limited and Fitch Ratings Limited are
all established in the European Union (the "EU") and registered under Regulation (EC) No 1060/2009, as
amended (the "CRA Regulation").
Tranches of Notes to be issued under the Programme may be rated or unrated. Where a Tranche of Notes
is rated, the applicable rating(s) will be specified in the relevant Final Terms. Such rating will not
necessarily be the same as the rating(s) assigned to the Issuer or to Notes already issued. Whether or not
each credit rating applied for in relation to a relevant Tranche of Notes will be issued by a credit rating
agency established in the EU and registered under the CRA Regulation will be disclosed in the Final
Terms.
ESMA is obliged to maintain on its website, at https://www.esma.europa.eu/supervision/credit-rating-
agencies/risk, a list of credit rating agencies registered and certified in accordance with the CRA
Regulation. This list must be updated within five working days of ESMA's adoption of any decision to
withdraw the registration of a credit rating agency under the CRA Regulation. Therefore, such list is not
conclusive evidence of the status of the relevant rating agency as there may be delays between certain
supervisory measures being taken against a relevant rating agency and the publication of the updated
ESMA list.

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In general, European regulated investors are restricted from using a rating for regulatory purposes if such
rating is not issued by a credit rating agency established in the EU and registered under the CRA
Regulation (and such registration has not been withdrawn or suspended) unless (1) the rating is provided
by a credit rating agency not established in the EU but is endorsed by a credit rating agency established in
the EU and registered under the CRA Regulation (and such endorsement action has not been withdrawn
or suspended) or (2) the rating is provided by a credit rating agency not established in the EU, but which
is certified under the CRA Regulation (and such certification has not been withdrawn or suspended).
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
DEFINITIONS
In this Base Prospectus, the expression "Prospectus Directive" means Directive 2003/71/EC (as
amended or superseded) and includes any relevant implementing measure in the Relevant Member State.
References to "U.S.$", "U.S. dollars" or "dollars" are to United States dollars, references to "Euro",
"euro", "EUR" or "" are to the currency introduced at the start of the third stage of European economic
and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on
the introduction of the Euro as amended, references to "Swiss Francs", "Swiss francs" or "CHF" are to
Swiss Francs, references to "sterling" are to Pounds Sterling, references to "Yen" are to Japanese Yen,
references to "SEK" are to Swedish Krona, references to "NOK" are to Norwegian Kroner, references to
"DKK" are to Danish Krone and references to "Renminbi", "RMB" and "CNY" are to the lawful
currency of the People's Republic of China (excluding the Hong Kong Special Administrative Region of
the People's Republic of China, the Macau Special Administrative Region of the People's Republic of
China and Taiwan) (the "PRC"). References to the "Merger" mean the merger of Nordea Bank AB
(publ), the parent company of the Nordea Group before the Re-domiciliation (as defined below), into
Nordea Bank Abp through a cross-border reversed merger by way of absorption on the Completion Date
(as defined below). References to "Nordea" refer to Nordea Bank Abp except where it is clear from the
context that the term refers to Nordea Bank AB (publ), the parent company of the Nordea Group before
the Re-domiciliation. References to the "Nordea Group" or the "Group" are to the group of companies
for which Nordea is the parent company, except where it is clear from the context that the term refers to
any particular subsidiary or a group of subsidiaries. References to the "Completion Date" mean the date
of completion of the Merger being 1 October 2018. References to the "Re-domiciliation" mean the re-
domiciliation of the parent company of the Nordea Group from Sweden to Finland that was carried out
through the Merger.
Any reference in this Base Prospectus to any legislation (whether primary legislation or secondary
legislation made pursuant to primary legislation) shall, if the context so requires, be construed as a
reference to such legislation as the same may have been, or may from time to time be, amended or re-
enacted.
INFORMATION INCORPORATED BY REFERENCE
The following information, which has previously been published or is published simultaneously with this
Base Prospectus and has been submitted to and filed with the Central Bank, shall be deemed to be
incorporated in, and to form part of this document:
(1)
the terms and conditions set out on pages 68 to 115 of the base prospectus dated 29 November
2018 relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-
281780/Base%20Prospectus%20for%20Nordea%20Bank%20Abp%20EMTN%20Programme%
2029%20November%202018.pdf);
(2)
the terms and conditions set out on pages 68 to 111 of the base prospectus dated 4 May 2018
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-
262921/Base%20Prospectus%20for%20Nordea%20Bank%20AB%20EMTN%20Programme%2
04%20May%202018.pdf);
(3)
the terms and conditions set out on pages 62 to 101 of the base prospectus dated 16 May 2017
relating to the Programme under the heading "Terms and Conditions of the Notes"

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(https://www.nordea.com/Images/33-
187217/Base%20Prospectus%20for%20Nordea%20Bank%20AB%20EMTN%20Programme%2
016%20May%202017.pdf);
(4)
the terms and conditions set out on pages 69 to 107 of the base prospectus dated 13 May 2016
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-113206/2016-05-16_Base-Prospectus-for-Nordea-Bank-
EMTN-Program-13-May-2016_EN.pdf);
(5)
the terms and conditions set out on pages 69 to 108 of the base prospectus dated 8 May 2015
relating to the Programme under the heading "Terms and Conditions of the Notes"
(http://www.nordea.com/Images/33-58740/2015-05-08_Base-Prospectus-for-Nordea-Bank-
EMTN%20Program-2015_EN.pdf);
(6)
the terms and conditions set out on pages 65 to 103 of the base prospectus dated 8 May 2014
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-39175/2014-01-01_Base-Prospectus-for-Nordea-Bank-AB-
EMTN-Program-2014_EN.pdfhttp://www.nordea.com/sitemod/upload/Root/www.nordea.com -
uk/Investorrelations/prospectus_nordea_bank_AB_emtn_8_may_2014.pdf);
(7)
the terms and conditions set out on pages 64 to 107 of the base prospectus dated 26 April 2013
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-39174/2013-01-01_Base-Prospectus-for-Nordea-Bank-AB-
EMTN-Program-2013_EN.pdf);
(8)
the terms and conditions set out on pages 43 to 83 of the base prospectus dated 27 April 2012
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-39173/2012-01-01_Base-Prospectus-for-Nordea-Bank-AB-
EMTN-Program-2012_EN.pdf);
(9)
the terms and conditions set out on pages 42 to 82 of the base prospectus dated 20 April 2011
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-39172/2011-01-01_Base-Prospectus-for-Nordea-Bank-AB-
EMTN-Program-2011_EN.pdf);
(10)
the terms and conditions set out on pages 41 to 81 of the base prospectus dated 30 April 2010
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-39171/2010-01-01_Base-Prospectus-for-Nordea-Bank-AB-
EMTN-Program-2010_EN.pdf); and
(11)
the terms and conditions set out on pages 41 to 81 of the base prospectus dated 29 May 2009
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-39170/2009-01-01_Base-Prospectus-for-Nordea-Bank-AB-
EMTN-Program-2009_EN.pdf).
The Issuer will provide, without charge, to each person to whom a copy of this Base Prospectus has been
delivered, upon the oral or written request of such person, a copy of any or all of the documents which or
portions of which are deemed to be incorporated herein by reference. Written or telephone requests for
such documents should be directed to the Issuer at its principal office set out at the end of this Base
Prospectus. In addition, such documents will be available from the principal office of Citibank, N.A.,
London Branch.
Copies of the annual and interim reports of the Issuer can be downloaded at https://www.nordea.com.
Any websites referred to herein do not form part of this Base Prospectus.
The Issuer will, in the event of a significant new factor, material mistake or inaccuracy relating to the
information included in this Base Prospectus which is capable of affecting the assessment of any Notes,
prepare a supplement to this Base Prospectus or publish a new base prospectus for use in connection with
any subsequent issue of Notes.

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FORWARD-LOOKING STATEMENTS
Certain statements in this Base Prospectus are based on the beliefs of the management of Nordea, as well
as assumptions made by and information currently available to the management of Nordea, and such
statements may constitute forward-looking statements. These forward-looking statements (other than
statements of historical fact) regarding the Nordea Group's future results of operations, financial
condition, cash flows, business strategy, plans and objectives of Nordea's management for future
operations can generally be identified by terminology such as "targets", "believes", "estimates",
"expects", "aims", "intends", "plans", "seeks", "will", "may", "anticipates", "would", "could", "continues"
or similar expressions or the negatives thereof.
Such forward-looking statements involve known and unknown risks, uncertainties and other important
factors that could cause the actual results, performance or achievements of Nordea, or industry results, to
differ materially from any future results, performance or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties and other important factors include, among others:
·
changes in the global general economic conditions and developments in the global financial
markets;
·
changes in the general economic, political or social conditions in the markets in which the
Nordea Group operates;
·
regulatory developments in the markets in which the Nordea Group operates;
·
changes in interest rates, foreign exchange rates, equity and commodity prices;
·
changes in the quality of the Nordea Group's loan portfolio and the Nordea Group's counterparty
risk;
·
changes in the Nordea Group's liquidity position or that of any of its counterparties;
·
changes in the Nordea Group's credit ratings;
·
changes in competition in the markets in which the Nordea Group operates; and
·
increased longevity, medical developments and other parameters that impact the Nordea Group's
life insurance business.
Should one or more of these risks or uncertainties materialise, or should any underlying assumptions
prove to be incorrect, the Nordea Group's actual financial condition or results of operations could differ
materially from that described herein as anticipated, believed, estimated or expected. The Issuer urges
investors to read the sections of this Base Prospectus entitled "Risk Factors" and "The Nordea Group" for
a more complete discussion of the factors that could affect the Nordea Group's future performance and the
industry in which the Nordea Group operates.
The Issuer does not intend, and does not assume any obligation, to update any forward-looking statements
contained herein, except as may be required by law. All subsequent written and oral forward-looking
statements attributable to the Issuer or to persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements referred to above and contained elsewhere in this Base Prospectus.

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Document Outline