Obbligazione Nordia Bank Abp 6.125% ( US65557CAN39 ) in USD

Nordia Bank Abp

100.005 USD ⇌

Finlandia

US65557CAN39 ( in USD )

6.125% per anno ( pagato 2 volte l'anno)

perpetue

Prospetto opuscolo dell'obbligazione Nordea Bank Abp US65557CAN39 en USD 6.125%, scadenza perpetue

200 000 USD

500 000 000 USD

65557CAN3

BBB ( Lower medium grade - Investment-grade )

N/A

07/10/2025 ( In 95 giorni )

Nordea Bank Abp è una banca nordeuropea con sede in Finlandia, operante in Danimarca, Finlandia, Norvegia e Svezia, offrendo servizi bancari al dettaglio e all'ingrosso.

The Obbligazione issued by Nordia Bank Abp ( Finland ) , in USD, with the ISIN code US65557CAN39, pays a coupon of 6.125% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue
The Obbligazione issued by Nordia Bank Abp ( Finland ) , in USD, with the ISIN code US65557CAN39, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

CONDITIONS FOR U.S.$500,000,000 6.125% PERPETUAL NON-CALL
SEPTEMBER 2024 ADDITIONAL TIER 1 NOTES (REGULATION S ISIN
US65557DAL55; RULE 144A ISIN US65557CAN39)
The relevant Pricing Supplement in relation to any Series of Notes will specify specific terms and conditions
which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace and
modify the following Terms and Conditions for the purposes of such Notes. The relevant Pricing Supplement
will be endorsed upon, or attached to each Note.
Nordea Bank AB (publ) ("Nordea" or the "Issuer") has established a Global Medium-Term Note Program (the
"Program") for the issuance of up to U.S.$25,000,000,000 (or its equivalent in another currency calculated as
described herein) in aggregate principal amount of debt instruments (the "Notes"). The Program size may be
increased from time to time without the consent of the holders of Notes.
The Notes are issued in accordance with and subject to a fiscal and paying agency agreement dated 7 October
2009 (as amended and/or restated and/or replaced from time to time up to the first Issue Date (as defined below)
of the relevant Series of Notes, the "Agency Agreement"), between the Issuer, Citibank, N.A., London Branch
in its capacity as fiscal agent (the "Fiscal Agent," which expression shall include any successor to Citibank,
N.A., London Branch in its capacity as such), and Citibank N.A., London Branch acting through its London
Branch as registrar (the "Registrar," which expression shall include any successor to Citibank, N.A., London
Branch in its capacity as such) and the paying agent(s) named therein (the "Paying Agent(s)," which expression
shall include the Fiscal Agent and any substitute or additional paying agents, the Fiscal Agent and any substitute
or additional paying agents appointed in accordance with the Agency Agreement). The Notes have the benefit of
a deed of covenant (the "Deed of Covenant") dated 25 March 2014 (as amended and/or restated and/or replaced
from time to time up to the first Issue Date of the relevant Series of Notes), executed by the Issuer in relation to
the Notes. Copies of the Agency Agreement and Deed of Covenant are available for inspection at the corporate
trust office of the Paying Agent. All persons from time to time holding any Notes shall be deemed to have notice
of all of the provisions of the Agency Agreement and the Deed of Covenant insofar as they relate to the Notes.
The Notes are issued in separate series (each, a "Series") and the Notes of each Series will all be subject to
identical terms whether as to currency, denomination, interest or maturity or otherwise (except the issue price,
Issue Date and interest commencement date, which may or may not be identical in connection with further
issuances).
Each Series will be the subject of a pricing supplement document (the "Pricing Supplement") endorsed upon or
attached to each Note a copy of which, in the case of a Series in relation to which application has been made for
admission to the Official List of the Irish Stock Exchange and admission to trading on the Global Exchange
Market of the Irish Stock Exchange, will be filed with the Irish Stock Exchange and will be available for
inspection at the corporate trust office of the Fiscal Agent on or before the date of issue of the Notes of such
Series. In the case of a Series in relation to which application has not been made for admission to listing, trading
and/or quotation on any stock exchange, listing authority and/or quotation system, copies of the Pricing
Supplement will only be available for inspection by a holder of such Notes producing evidence to the Issuer and
the Fiscal Agent as to its holding of Notes and identity.
References in these Conditions to Notes are to the Notes of the relevant Series and any references to Coupons
and Receipts, both as defined below, are to Coupons and Receipts relating to Notes of the relevant Series.
1.
Interpretation
(a)
In these Conditions the following expressions have the following meanings:
"Accounting Currency" means euro or such other primary currency used in the presentation
of the Relevant Entity's accounts from time to time.
"Additional Tier 1 Capital" means additional tier 1 capital for the purposes of the Applicable
Banking Regulations.
"Additional Tier 1 Notes" have the meaning given in Condition 4(2)(c).

"Applicable Banking Regulations" means at any time the laws, regulations, requirements,
guidelines and policies relating to capital adequacy then in effect in the Relevant Jurisdiction
including, without limitation to the generality of the foregoing, the CRD IV Implementing
Measures, SRM Regulation, those regulations, requirements, guidelines and policies relating to
capital adequacy adopted by the Competent Authority, from time to time, and then in effect
(whether or not such requirements, guidelines or policies have the force of law and whether or
not they are applied generally or specifically to the Nordea Group).
"Business Day" means (unless varied or restated in the relevant Pricing Supplement) a day on
which commercial banks and foreign exchange markets settle payments in the relevant
currency in London and:
(a)
in relation to the Notes denominated in euro, which is a TARGET Settlement Day;
(b)
in relation to the Notes denominated in any other currency, which is a day on which
commercial banks and foreign exchange markets settle payments in the relevant
currency in the Relevant Financial Center; and
(c)
in relation to payments due upon presentation and/or surrender of any Notes or
Coupons, in the relevant place of presentation and/or surrender.
"Business Day Convention," in relation to any particular date, has the meaning given in the
relevant Pricing Supplement and, if so specified in the relevant Pricing Supplement, may have
different meanings in relation to different dates and, in this context, the following expressions
shall have the following meanings:
(a)
"Following Business Day Convention" means that the relevant date shall be
postponed to the first following day that is a Business Day;
(b)
"Modified Following Business Day Convention" or "Modified Business Day
Convention" means that the relevant date shall be postponed to the first following day
that is a Business Day unless that day falls in the next calendar month in which case
that date will be the first preceding day that is a Business Day;
(c)
"Preceding Business Day Convention" means that the relevant date shall be brought
forward to the first preceding day that is a Business Day;
(d)
"FRN Convention," "Floating Rate Convention" or "Eurodollar Convention"
means that each relevant date shall be the date which numerically corresponds to the
preceding such date in the calendar month which is the number of months specified in
the relevant Pricing Supplement as the Specified Period after the calendar month in
which the preceding such date occurred provided, however, that:
(i)
if there is no such numerically corresponding day in the calendar month in
which any such date should occur, then such date will be the last day which is
a Business Day in that calendar month;
(ii)
if any such date would otherwise fall on a day which is not a Business Day,
then such date will be the first following day which is a Business Day unless
that day falls in the next calendar month, in which case it will be the first
preceding day which is a Business Day; and
(iii)
if the preceding such date occurred on the last day in a calendar month which
was a Business Day, then all subsequent such dates will be the last day which
is a Business Day in the calendar month which is the specified number of
months after the calendar month in which the preceding such date occurred;
and
(e)
"No Adjustment" or "unadjusted" means that the relevant date shall not be adjusted
in accordance with any Business Day Convention.

"Calculation Amount" has the meaning given in the relevant Pricing Supplement, provided
that if the Outstanding Principal Amount of each Note is amended in accordance with the
Conditions or as otherwise required by then current legislation and/or regulations applicable to
the Issuer, the Fiscal Agent shall (i) adjust the Calculation Amount on a pro-rata basis to
account for such amendment, as the case may be, and (ii) notify the Holders in accordance with
Condition 15 of the details of such adjustment.
"Capital Event" means the determination by the Issuer, after consultation with the Competent
Authority, that the aggregate Outstanding Principal Amount of the Subordinated Notes ceases
or would be likely to cease, in whole or (to the extent not prohibited by the Applicable Banking
Regulations) in part, to be included in, or count towards the Relevant Capital of either the
Issuer or the Nordea Group, unless otherwise specified in the relevant Pricing Supplement.
"CET1 Capital" means in respect of either the Issuer or the Nordea Group (as the case may
be), as at any Quarterly Financial Period End Date or Extraordinary Calculation Date, the sum,
expressed in the Accounting Currency, of all amounts that constitute common equity tier 1
capital of either the Issuer or the Nordea Group (as the case may be) as at such date, less any
deductions from common equity tier 1 capital required to be made as at such date, in each case
as calculated by the Issuer in accordance with the Applicable Banking Regulations applicable
to either the Issuer on a solo basis or the Nordea Group on a consolidated basis (as the case
may be), on such Quarterly Financial Period End Date or Extraordinary Calculation Date, as
the case may be (which calculation shall be binding on the Holders). For the purposes of this
definition, the term "common equity tier 1 capital" shall have the meaning assigned to such
term in CRD IV as interpreted and applied in accordance with the Applicable Banking
Regulations then applicable to either the Issuer or the Nordea Group (as the case may be).
"CET1 Ratio" means, as at any Quarterly Financial Period End Date or Extraordinary
Calculation Date, the ratio of CET1 Capital of the Relevant Entity, as at such date to the Risk
Weighted Assets of the Relevant Entity, as at the same date, expressed as a percentage and, for
the avoidance of doubt, on the basis that all measures used in such calculation shall be
calculated applying the transitional provisions set out in Part Ten of CRR and applied in
accordance with the Applicable Banking Regulations then applicable to the Relevant Entity.
"Competent Authority" means any authority having primary responsibility for the prudential
oversight and supervision of the Issuer and/or the Group at the relevant time.
"Conditions to Redemption" means the conditions to redemption set out in Condition (6)(i) or
as otherwise specified in the relevant Pricing Supplement.
"CRD IV" means the legislative package consisting of the CRD IV Directive, the CRR and any
CRD IV Implementing Measures.
"CRD IV Directive" means Directive 2013/36/EU on access to the activity of credit
institutions and the prudential supervision of credit institutions and investment firms of the
European Parliament and of the Council of 26 June 2013, as the same may be amended or
replaced from time to time.
"CRD IV Implementing Measures" means any regulatory capital rules or regulations, or
other requirements, which are applicable to the Issuer or the Nordea Group and which prescribe
(alone or in conjunction with any other rules or regulations) the requirements to be fulfilled by
financial instruments for their inclusion in the regulatory capital of the Issuer or the Nordea
Group (on a solo or consolidated basis, as the case may be) to the extent required by the CRD
IV Directive or the CRR, including for the avoidance of doubt any regulatory technical
standards released by the European Banking Authority (or any successor or replacement
thereof).
"CRR" means Regulation (EU) No. 575/2013 on prudential requirements for credit institutions
and investment firms of the European Parliament and of the Council of 26 June 2013, as the
same may be amended or replaced from time to time.

"Day Count Fraction" means, in respect of the calculation of an amount for any period of time
(the "Calculation Period"), such day count fraction as may be specified in these Conditions or
the relevant Pricing Supplement and:
(i)
if "Actual/Actual (ICMA)" is so specified, means:
(a)
where the Calculation Period is equal to or shorter than the Regular Period
during which it falls, the actual number of days in the Calculation Period
divided by the product of (1) the actual number of days in such Regular Period
and (2) the number of Regular Periods in any year; and
(b)
where the Calculation Period is longer than one Regular Period, the sum of:
(A)
the actual number of days in such Calculation Period falling in the
Regular Period in which it begins divided by the product of (1) the
actual number of days in such Regular Period and (2) the number of
Regular Periods in any year; and
(B)
the actual number of days in such Calculation Period falling in the
next Regular Period divided by the product of (1) the actual number
of days in such Regular Period and (2) the number of Regular Periods
in any year;
(ii)
if "Actual/Actual (ISDA)" is so specified, means the actual number of days in the
Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in
a leap year, the sum of (A) the actual number of days in that portion of the Calculation
Period falling in a leap year divided by 366 and (B) the actual number of days in that
portion of the Calculation Period falling in a non-leap year divided by 365);
(iii)
if "Actual/365 (Fixed)" is so specified, means the actual number of days in the
Calculation Period divided by 365;
(iv)
if "Actual/365 (Sterling)" is so specified, means the actual number of days in the
Calculation Period divided by 365 or, in the case of an Interest Payment date falling in
a leap years, 366;
(v)
if "Actual/360" is so specified, means the actual number of days in the Calculation
Period divided by 360;
(vi)
if "30/360," "360/360" or "Bond Basis" is so specified, the number of days in the
Calculation Period divided by 360, calculated on a formula basis as follows
[360x(Y Y )] [30x(M M )] (D D )
Day Count Fraction =
2
1
2
1
2
1

360
where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation
Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the
last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
"M2" is the calendar month, expressed as number, in which the day immediately
following the last day included in the Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless
such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless such number would be 31 and D1 is greater
than 29, in which case D2 will be 30;
(vii)
if "30E/360" or "Eurobond Basis" is so specified, the number of days in the
Calculation Period divided by 360, calculated on a formula basis as follows
360
[
x(Y Y )] 30
[
x(M M )] (D D )
Day Count Fraction =
2
1
2
1
2
1
360
where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation
Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the
last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless
such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless such number would be 31, in which case D2
will be 30; and
(viii)
if "30E/360 (ISDA)" is so specified, the number of days in the Calculation Period
divided by 360, calculated on a formula basis as follows:
360
[
x(Y Y )] 30
[
x(M M )] (D D )
Day Count Fraction =
2
1
2
1
2
1
360
where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation
Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the
last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless
(i) that day is the last day of February or (ii) such number would be 31, in which case
D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless (i) that day is the last day of February but
not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30,
provided, however, that in each such case the number of days in the Calculation Period is
calculated from and including the first day of the Calculation Period to but excluding the last
day of the Calculation Period.
"Dated Subordinated Notes" have the meaning given in Condition 4(2)(b).
"Determination Agent" means the Fiscal Agent or such other agent as may be specified in the
relevant Pricing Supplement.
"Distributable Items," at any time, shall have the meaning assigned to such term in CRR as
interpreted and applied in accordance with the Applicable Banking Regulations then applicable
to the Issuer, unless otherwise specified in the relevant Pricing Supplement.
"EEA Regulated Market" means a market as defined by Article 4.1(14) of Directive
2004/39/EC of the European Parliament and of the Council on markets on financial
instruments, as the same may be amended from time to time.
"Equal Trigger Loss Absorbing Instrument" means a Loss Absorbing Instrument that is, or
has been, subject to utilization and conversion or utilization and write down at the applicable
Trigger Level (or, where more than one Trigger Levels are stated to apply in the relevant
Pricing Supplement, the higher of the applicable Trigger Levels).
"Equal Trigger Temporary Write Down Instruments" means an Equal Trigger Loss
Absorbing Instrument that is, or has been, subject to utilization and write down on a temporary
basis and has an outstanding principal amount that is lower than its original principal amount.
"Extraordinary Calculation Date" means any Business Day (other than a Quarterly Financial
Period End Date) on which the Relevant CET1 Ratio is calculated upon the instruction of the
Competent Authority or at the discretion of the Issuer.
"First Interest Payment Date" means the date specified in the relevant Pricing Supplement.
"First Margin" means the margin specified as such in the relevant Pricing Supplement.
"First Reset Date" means the date specified in the relevant Pricing Supplement.
"First Reset Period" means the period from (and including) the First Reset Date until (but
excluding) the Second Reset Date or, if no such Second Reset Date is specified in the relevant
Pricing Supplement, the Maturity Date.
"First Reset Rate of Interest" means, in respect of the First Reset Period and subject to
Condition 5(5), the rate of interest determined by the Determination Agent on the relevant
Reset Determination Date as the sum of the relevant Mid-Swap Rate and the First Margin.
"Higher Trigger Loss Absorbing Instrument" means a Loss Absorbing Instrument that is, or
has been, subject to utilization and conversion or utilization and write down at a CET1 Ratio
that is higher than the applicable Trigger Level (or, where more than one Trigger Levels are
stated to apply in the relevant Pricing Supplement, the higher of the applicable Trigger Levels).
"Initial Rate of Interest" has the meaning specified in the relevant Pricing Supplement.
"Installment Amount" means, in relation to an Installment Note, the amount of each
installment as may be specified in, or determined in accordance with the provisions of, the
Pricing Supplement. To the extent that an Installment Amount requires determination, such
amount may be determined by a Determination Agent.

"Interest Amount" means, in relation to a Note and an Interest Period, the amount of interest
payable in respect of that Note for that Interest Period.
"Interest Commencement Date" means the Issue Date of the Notes (as specified in the
Pricing Supplement) or such other date as may be specified as such in the Pricing Supplement.
"Interest Payment Date" means the First Interest Payment Date and any date or dates
specified as such in the relevant Pricing Supplement (each such date a "Specified Interest
Payment Date") and, if a Business Day Convention is specified in the relevant Pricing
Supplement:
(a)
as the same may be adjusted in accordance with the relevant Business Day
Convention; or
(b)
if the Business Day Convention is the FRN Convention, Floating Rate Convention or
Eurodollar Convention and an interval of a number of calendar months is specified in
the relevant Pricing Supplement as being the Specified Period, each of such dates as
may occur in accordance with the FRN Convention, Floating Rate Convention or
Eurodollar Convention at such Specified Period of calendar months following the
Interest Commencement Date (in the case of the First Interest Payment Date) or the
previous Interest Payment Date (in any other case).
"Issue Date" has the meaning specified in the relevant Pricing Supplement.
"Junior Securities" means the share capital and any obligation of the Issuer ranking or,
expressed to rank, junior to the Additional Tier 1 Notes.
"Loss Absorbing Instrument" means at any time any instrument (other than the Notes) issued
directly or indirectly by the Issuer which at such time (a) qualifies as Additional Tier 1 Capital
of the Relevant Entity and (b) which is subject to utilization and conversion or utilization and
write down (as applicable) of the outstanding principal amount thereof (in accordance with its
terms or otherwise) on the occurrence, or as a result, of the Relevant CET1 Ratio falling below
a specified level.
"Maturity Date" has the meaning given in the relevant Pricing Supplement.
"Maximum Distributable Amount" means any maximum distributable amount relating either
to the Issuer and/or the Nordea Group (as the case may be) required to be calculated in
accordance with Article 141 of the CRD IV Directive as transposed or implemented into the
law of the Relevant Jurisdiction and in accordance with the Applicable Banking Regulations.
"Maximum Reinstatement Amount" means, in respect of any Reinstatement, the maximum
amount by which the Outstanding Principal Amount of each Note can be reinstated as at the
Reinstatement Effective Date in accordance with the Applicable Banking Regulations then
applicable to the Issuer or, as otherwise specified in the relevant Pricing Supplement.
"Mid-Swap Maturity" has the meaning given in the relevant Pricing Supplement.
"Mid-Market Swap Rate" means for any Reset Period the mean of the bid and offered rates
for the fixed leg payable with a frequency equivalent to the frequency with which scheduled
interest payments are payable on the Notes during the relevant Reset Period (calculated on the
day count basis customary for fixed rate payments in the Specified Currency, such day count
basis as determined by the Determination Agent) of a fixed-for-floating interest rate swap
transaction in the Specified Currency which transaction (i) has a term equal to the relevant
Reset Period and commencing on the relevant Reset Date, (ii) is in an amount that is
representative for a single transaction in the relevant market at the relevant time with an
acknowledged dealer of good credit in the swap market and (iii) has a floating leg based on the
Mid-Swap Floating Leg Benchmark Rate for the Mid-Swap Maturity (as specified in the
relevant Pricing Supplement) (calculated on the day count basis customary for floating rate

payments in the Specified Currency, such day count basis as determined by the Determination
Agent).
"Mid-Market Swap Rate Quotation" means a quotation (expressed as a percentage rate per
annum) for the relevant Mid-Market Swap Rate.
"Mid-Swap Floating Leg Benchmark Rate" means EURIBOR if the Specified Currency is
euro or LIBOR for the Specified Currency if the Specified Currency is not euro or the
Reference Rate as specified in the relevant Pricing Supplement.
"Mid-Swap Rate" means, in relation to a Reset Determination Date and subject to Condition
5(5)(c), either:
(i)
if Single Mid-Swap Rate is specified in the relevant Pricing Supplement, the rate for
swaps in the Specified Currency:
(A)
with a term equal to the relevant Reset Period; and
(B)
commencing on the relevant Reset Date,
which appears on the Relevant Screen Page; or
(ii)
if Mean Mid-Swap Rate is specified in the relevant Pricing Supplement, the arithmetic
mean (expressed as a percentage rate per annum and rounded, if necessary, to the
nearest 0.001% (0.0005% being rounded upwards)) of the bid and offered swap rate
quotations for swaps in the Specified Currency:
(A)
with a term equal to the relevant Reset Period; and
(B)
commencing on the relevant Reset Date,
which appear on the Relevant Screen Page,
in either case, as at approximately 11.00 a.m. in the Relevant Financial Center of the Specified
Currency on such Reset Determination Date, all as determined by the Determination Agent.
"Net Profit" means, (i) in respect of a financial year of the Issuer, the solo net profit of the
Issuer and/or (ii) in respect of a financial year of the Nordea Group, the consolidated net profit
(excluding minority interests) of the Nordea Group (as the case may be), in each case, as
calculated and set out in the audited annual accounts of the Issuer for such financial year as
adopted by its shareholders' general meeting.
"Nordea Group" means the Issuer and its subsidiaries.
"Notes Currency" has the meaning given in the relevant Pricing Supplement.
"Ordinary Reporting Date" means each Business Day on which Quarterly Financial
Information is published by the Relevant Entity.
"Original Principal Amount" means, in respect of a Note, the principal amount of the Note as
issued on the Issue Date.
"Outstanding Principal Amount" means, (i) in respect of an Installment Note, its principal
amount less any principal amount on which interest shall have ceased to accrue in accordance
with Condition 5(6)(d) or otherwise as indicated in the Pricing Supplement; (ii) in respect of a
Subordinated Note in respect to which Condition 7(a) is specified in the relevant Pricing
Supplement as being applicable, the Original Principal Amount as reduced from time to time
by any Write Down Amount and, if Condition 7(b) is specified in the relevant Pricing
Supplement as being applicable, as increased from time to time by any Reinstatement Amount

and (iii) in respect of a Note other than those specified in (i) or (ii) above, the principal amount
of the Note on the Issue Date as reduced by any partial redemption or repurchase from time to
time.
"Parity Securities" means any (i) subordinated and undated debt instruments or securities of
the Issuer which are recognized as "Additional Tier 1 Capital" of the Issuer, from time to time
by the Competent Authority and (ii) any securities or other obligations of the Issuer which
rank, or are expressed to rank, on a voluntary or involuntary liquidation or bankruptcy of the
Issuer, pari passu with the Additional Tier 1 Notes.
a "person" includes any individual, company, corporation, firm, partnership, joint venture,
undertaking, association, organization, trust, state or agency of a state (in each case whether or
not being a separate legal entity) or other legal entity.
"Quarterly Financial Information" means the financial information of the Relevant Entity, in
respect of a fiscal quarter that is contained in the principal financial report for such fiscal
quarter published by the respective entity.
"Quarterly Financial Period End Date" means the last day of each fiscal quarter of the
Relevant Entity.
"Rate of Interest" means (i) in the case of Notes other than Reset Notes, the rate or rates
(expressed as a percentage per annum) of interest payable in respect of the Notes specified in
the relevant Pricing Supplement or calculated or determined in accordance with the provisions
of these Conditions; and (ii) in the case of Reset Notes, the Initial Rate of Interest, the First
Reset Rate of Interest or the Subsequent Reset Rate of Interest, as applicable.
"Reference Banks" has the meaning given in the relevant Pricing Supplement or, if none, four
major banks in the swap, money, securities or other market most closely connected with the
relevant Mid-Swap Rate as selected by the Issuer on the advice of an investment bank of
international repute.
"Regular Period" means:
(i)
in the case of Notes where interest is scheduled to be paid only by means of regular
payments, each period from and including the Interest Commencement Date to but
excluding the First Interest Payment Date and each successive period from and
including one Interest Payment Date to but excluding the next Interest Payment Date;
(ii)
in the case of Notes where, apart from the first Interest Period, interest is scheduled to
be paid only by means of regular payments, each period from and including a Regular
Date falling in any year to but excluding the next Regular Date, where "Regular Date"
means the day and month (but not the year) on which any Interest Payment Date falls;
and
(iii)
in the case of Notes where, apart from one Interest Period other than the first Interest
Period, interest is scheduled to be paid only by means of regular payments, each period
from and including a Regular Date falling in any year to but excluding the next
Regular Date, where "Regular Date" means the day and month (but not the year) on
which any Interest Payment Date falls other than the Interest Payment Date falling at
the end of the irregular Interest Period.
"Reinstatement" has the meaning set out in Condition 7(b)(i).
"Reinstatement Amount" means the amount, subject to the Maximum Reinstatement Amount,
by which the Outstanding Principal Amount of each Note in effect prior to the relevant
Reinstatement, is to be reinstated and written up on the Reinstatement Effective Date on the
balance sheet of the Issuer on such date, as specified in the Reinstatement Notice.

"Reinstatement Effective Date" means the date on which the Outstanding Principal Amount
of each Note is reinstated and written up on the balance sheet of the Issuer (in whole or in part),
as specified in the relevant Reinstatement Notice;
"Reinstatement Procedure" means the procedures set out in Condition 7(b)(ii).
"Reinstatement Notice" means the notice to be delivered by the Issuer to the Holders in
accordance with Condition 15 specifying the Reinstatement Amount and the Reinstatement
Effective Date.
"Relevant Capital" means, in respect of any Dated Subordinated Notes, Tier 2 Capital and, in
the respect of any Additional Tier 1 Notes, Tier 1 Capital.
"Relevant CET1 Ratio" means (a) if a Combined Trigger Event is specified as being
applicable in the relevant Pricing Supplement, the CET1 Ratio of the Issuer or the Nordea
Group and (b) if Group Trigger Event is specified as being applicable in the relevant Pricing
Supplement, the CET1 Ratio of the Nordea Group.
"Relevant Entity" means (a) if a Combined Trigger Event is specified as being applicable in
the relevant Pricing Supplement, the Issuer or the Nordea Group and (b) if Group Trigger
Event is specified as being applicable in the relevant Pricing Supplement, the Nordea Group.
"Relevant Financial Center" means:
(a)
in relation to the Notes denominated in Japanese Yen, Tokyo;
(b)
in relation to the Notes denominated in Pounds Sterling, London;
(c)
in relation to the Notes denominated in U.S. dollars, New York City; and
(d)
in relation to the Notes denominated in any other currency, such financial center or
centers as may be specified in relation to the relevant currency and for the purposes of
the definition of "Business Day" in the 2006 ISDA Definitions (as amended and
updated from time to time), as published by the International Swaps and Derivatives
Association, Inc.,
and, in all cases, as the same may be modified in the relevant Pricing Supplement.
"Relevant Jurisdiction" means the jurisdiction in which the Issuer is incorporated at the
relevant time.
"Relevant Screen Page" means the page, section or other part of a particular information
service (or any successor or replacement page, section or other part of a particular information
service, including, without limitation, Reuters) specified as the Relevant Screen Page in the
relevant Pricing Supplement, or such other page, section or other part as may replace it on that
information service or such other information service, in each case, as may be nominated by
the person providing or sponsoring the information appearing there for the purpose of
displaying rates or prices comparable to the Reference Rate.
"Relevant Time" has the meaning given in the relevant Pricing Supplement;
"Reset Date" means the First Reset Date, the Second Reset Date and each Subsequent Reset
Date (as applicable), in each case as adjusted (if so specified in the relevant Pricing
Supplement) in accordance with Condition 5(1) as if the relevant Reset Date was an Interest
Payment Date.
"Reset Determination Date" means, in respect of the First Reset Period, the second Business
Day prior to the First Reset Date, in respect of the first Subsequent Reset Period, the second
Business Day prior to the Second Reset Date and, in respect of each Subsequent Reset Period