Obligation Nordea Bank Abp 4.625% ( US65557FAH91 ) en USD

Nordea Bank Abp

100 % ▲

Finlande

US65557FAH91 ( en USD )

4.625% par an ( paiement semestriel )

12/09/2033

Prospectus brochure de l'obligation Nordea Bank Abp US65557FAH91 en USD 4.625%, échéance 12/09/2033

200 000 USD

500 000 000 USD

65557FAH9

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

13/09/2024 ( Dans 118 jours )

L'Obligation émise par Nordea Bank Abp ( Finlande ) , en USD, avec le code ISIN US65557FAH91, paye un coupon de 4.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/09/2033

L'Obligation émise par Nordea Bank Abp ( Finlande ) , en USD, avec le code ISIN US65557FAH91, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Nordea Bank Abp ( Finlande ) , en USD, avec le code ISIN US65557FAH91, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

MIFID II product governance/Professional investors and eligible counterparties only target
market Solely for the purposes of the manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes
is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the manufacturer's 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 manufacturer's target market
assessment) and determining appropriate distribution channels.
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 Article
4(1) of Directive 2014/65/EU (as amended, "MiFID II"); and (ii) a customer within the meaning of
Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
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.
September 12, 2018
NORDEA BANK AB (PUBL)
Issue of
U.S.$500,000,000 4.625% Fixed Rate Reset Subordinated Notes due 2033
Issued under the
U.S.$25,000,000,000 Global Medium-Term Note Programme

PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and
Conditions of the Notes (the "Conditions") set forth in the programme document dated February
20, 2018 and the supplements to the programme document dated May 25, 2018 and August 21,
2018 (together, the "Programme Document"). This document constitutes the Pricing Supplement
for the Notes described herein and must be read in conjunction with such Programme Document as
so supplemented.
Full information on the Issuer and the offer of the Notes is only available on the basis of the
combination of this Pricing Supplement and the Programme Document as so supplemented. The
Programme Document and supplements to the Programme Document are available for viewing
during usual business hours at the Issuer's registered office, Smålandsgatan 17, SE-105 71
Stockholm, Sweden.
1.
Issuer:
Nordea Bank AB (publ)

Series Number:
9536
2.
i. Specified Currency or
U.S. Dollars
Currencies:

ii. Include payment in U.S.
Not Applicable
Dollars or Specified
Currency:
3.
Aggregate Nominal Amount:
U.S.$500,000,000
4.
i. Issue Price:
100 per cent of the Aggregate Nominal Amount
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ii. Net Proceeds:
U.S.$497,750,000
5.
i. Specified Denominations:
U.S.$200,000 and integral multiples of U.S.$1,000 in
excess thereof

ii. Calculation Amount:
U.S.$1,000
6.
Issue Date and Interest
September 13, 2018
Commencement Date:
7.
Maturity Date:
September 13, 2033
8.
Form of Notes:
Registered
9.
Type of Notes:
Reset and Rule 144A/Regulation S
10.
Interest Basis:
Reset Notes
11.
Redemption/Payment Basis
Redemption at par
12.
Change of Interest or
Not Applicable
Redemption/ Payment Basis:
13.
Put/Call Options:
Issuer Call
(further particulars specified below)
14.
(i) Status of the Notes:
Dated Subordinated

(ii)
Unsubordinated
Not Applicable
Notes Waiver of Set-Off

(iii) Acknowledgement of
Condition 20 is applicable
Bail-in Powers
15.
Method of Distribution:
Syndicated
16.
Dealers Discount or
0.45 per cent
Commission:
17.
Original Issue Discount:
Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18.
Fixed Rate Note Provisions Not Applicable
19.
Floating Rate Note
Not Applicable
Provisions
20.
Reset Note Provisions
Applicable

i. Initial Rate of Interest:
4.625 per cent per annum payable semi-annually in
arrear on each Interest Payment Date

ii. First Margin:
+1.69 per cent per annum

iii. Subsequent Margin:
Not Applicable

iv. Interest Payment Date(s): March 13 and September 13 in each year up to and
including the Maturity Date, subject to adjustment in
accordance with paragraph 20(xvii)

v. First Interest Payment
March 13, 2019
Date:
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vi. Fixed Coupon Amount up U.S.$23.125 per Calculation Amount
to (but excluding) the First
Reset Date:

vii. Broken Amount(s):
Not Applicable

viii. First Reset Date:
September 13, 2028

ix. Second Reset Date:
Not Applicable

x. Subsequent Reset
Not Applicable
Date(s):

xi. Relevant Screen Page:
ICESWAP1 (or relevant successor or replacement page)

xii. Mid-Swap Rate:
Single Mid-Swap Rate

xiii. Mid-Swap Maturity:
5 year

xiv. Reference Banks:
As set out in the Conditions

xv. Day Count Fraction:
30/360

xvi. Reset Determination
As set out in the Conditions
Dates:

xvii. Business Day
Following Business Day Convention
Convention:

xviii. Determination Agent:
Citibank, N.A., London Branch

xix. Mid-Swap Floating Leg
3 month LIBOR rate calculated on an Actual/360 day
Benchmark Rate:
count basis

xx. Record Date:
Fifteenth New York Banking Day before Interest
Payment Date

xxi. Other terms relating
Not Applicable
Reset Notes:
21.
Zero Coupon Note
Not Applicable
Provision
22.
Index-Linked Note/other
Not Applicable
variable-linked interest
Note Provisions
23.
Dual Currency Note
Not Applicable
Provisions

PROVISIONS RELATING TO REDEMPTION
24.
Call Option
Applicable

i. Optional Redemption
September 13, 2028
Date(s):

ii. Optional Redemption
Amount(s) and method, if any,
of calculation of such
amount(s):
U.S.$1,000 per Calculation Amount
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i i. Early redemption as a
The provisions in Condition 6(b) apply
result of a Withholding Tax
Event:

iv. Early redemption as a
The provisions in Condition 6(c) apply
result of a Tax Event:

v. Early redemption as a
Not Applicable
result of an MREL/TLAC
Disqualification Event

vi. Early redemption as a
The provisions in Condition 6(e) apply
result of a Capital Event:

vii. Restriction on early
Not Applicable
redemption if the Outstanding
Principal Amount of an
Additional Tier 1 Write-Down
Note is less than its Original
Principal Amount:

viii. Early Redemption
Conditions 6(b), 6(c) and 6(e) apply
Amount(s) per Calculation
Amount payable on
redemption following a
Withholding Tax Event, a Tax
Event, a Capital Event, or on
event of default or other early
redemption and/or the
method of calculating the
same (if required or if different
from that set out in the
Conditions):

ix. If redeemable in part:
Not Applicable

ix. Notice period (if other than Not Applicable
as set out in the Conditions):
25.
Put Option
Not Applicable
26.
Dated Subordinated Notes
Applicable

Capital Event:
As set out in the Conditions

Conditions to Redemption:
As set out in the Conditions
27.
Additional Tier 1 Write-
Down Notes
Not Applicable
28.
Senior Non-Preferred
Not Applicable
Notes:
29.
Partly Paid Notes
Not Applicable
30.
Instalment Notes
Not Applicable
31.
Final Redemption Amount
U.S.$1,000 per Calculation Amount

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GENERAL PROVISIONS APPLICABLE TO THE NOTES
32.
Form of Notes:
Registered Notes:
Regulation S Global Registered Note and Rule 144A
Global Registered Note
33.
i. Relevant Financial Centre: London and New York

ii. Additional cities for the
Not Applicable
purposes of the definition of
Relevant Financial Centre or
other special provisions
relating to payment dates:
34.
Talons for future Coupons
No
or Receipts to be attached
to Definitive Notes (and
dates on which such Talons
mature):
35.
Substitution and variation
The provisions in Condition 18(i) and 18(ii) apply
provisions:
36.
Details of Exchange Agent
Not Applicable
(if any) and manner in which
conversion of the Specified
Currency into U.S. dollars is
to take place:
37.
i. Registered Holder:
Cede & Co.

ii. Registered Address:
55 Water Street, 1SL
New York, NY 10041-0099

38.
Other terms:
Not Applicable
DISTRIBUTION
39.
i. If syndicated, names of
BNP Paribas Securities Corp.: U.S.$125,000,000
Dealers and underwriting
J.P. Morgan Securities LLC: U.S.$125,000,000
commitments:
Merrill Lynch, Pierce, Fenner & Smith Incorporated:
U.S.$125,000,000
Morgan Stanley & Co. LLC: U.S.$125,000,000

ii. Arranger:
Not Applicable

iii. Stabilising Manager(s) (if Not Applicable
any):
40.
If non-syndicated, name of
Not Applicable
Dealer:
41.
Total commission and
0.45 per cent of the Aggregate Nominal Amount
concession:
42.
Additional selling
Not Applicable
restrictions:
43.
U.S. Selling Restrictions:
The Notes have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws and,
subject to certain exceptions, may not be offered or sold
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directly or indirectly within the United States or to or for
the account or benefit of U.S. persons, as defined in
Regulation S under the Securities Act ("Regulation S").
The Notes may be offered for sale only (i) in the United
States, to qualified institutional buyers within the meaning
of, and in reliance on, Rule 144A under the Securities Act
("Rule 144A") or another available exemption from, or in
a transaction not subject to, the registration requirements
of the Securities Act; or (ii) outside the United States to
non-U.S. persons in reliance on, and in accordance with,
Regulation S, in each case, in compliance with applicable
laws, regulations and directives. Prospective purchasers
are hereby notified that sellers of the Notes may be relying
on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A.
44.
Dealers acting as:
Principal the Notes are being offered at a fixed initial
offering price of 100 per cent of the principal amount.
PURPOSE OF PRICING SUPPLEMENT
45.
This Pricing Supplement comprises the pricing supplement required for issue and
admission to trading on the Global Exchange Market of the Irish Stock Exchange plc
(trading as Euronext Dublin) ("Euronext Dublin") of the Notes described herein pursuant
to the U.S.$25,000,000,000 Global Medium-Term Programme of Nordea Bank AB (publ).
RESPONSIBILITY
46.
The Issuer accepts responsibility for the information contained in this Pricing Supplement.

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PART B OTHER INFORMATION
1.
LISTING

Listing and Admission to Trading:
Application will be made to Euronext Dublin for the
Notes to be admitted to the Official List and trading
on the Global Exchange Market which is the
exchange-regulated market of Euronext Dublin.
2.
RATINGS

Ratings:
Notes being issued are expected to be rated Baa1
(stable) (Moody's Investors Services Limited) / A-
(stable) (Standard & Poor's Credit Market Services
Europe Limited) / A+ (stable) (Fitch Ratings Ltd.). A
securities rating is not a recommendation to buy,
sell or hold securities and may be subject to revision
or withdrawal at any time.

Moody's, Standard & Poor's and Fitch, each of
which is, or has offices established in the European
Union, are registered under Regulation (EC) No
1060/2009 of the European Parliament and of the
Council of 16 September, 2009 on credit rating
agencies.
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE/OFFER

Save as discussed in "Plan of Distribution", so far as the Issuer is aware, no person
involved in the offer of the Notes has an interest material to the offer.
4.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES

(i)
Reasons for the offer:
The net proceeds of the issue of each Series of
Notes will be used for the general banking and
other corporate purposes of the Nordea Group.

(ii)
Estimated net proceeds:
U.S.$497,750,000

(iii)
Estimated total expenses
EUR 600
related to admission to trading on
the Global Exchange Market:
5.
YIELD

Indication of yield:
4.625 per cent to (but excluding) the First Reset
Date

Calculated as on the Issue Date.

As set out above, the yield is calculated at the
Issue Date on the basis of the Issue Price. It is not
an indication of future yield.
6.
OPERATIONAL INFORMATION

i. Clearing System(s):
DTC

ii. ISIN Code:
144A: US65557FAH91
Reg S: US65557HAH57
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i i. CUSIP:
144A: 65557FAH9
Reg S: 65557HAH5

iv. Common Code:
144A: 187896894
Reg S: 187896681

v. Any clearing system(s) other than
Not Applicable
DTC/Euroclear/Clearstream, Luxembourg
and the relevant identification number(s):

vi. Delivery:
Delivery against payment

vi . Name and address of initial Paying
Citibank, N.A., London Branch
Agent:
21st Floor, Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
United Kingdom

viii. Name and address of Registrar:
Citibank, N.A., London Branch
21st Floor, Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
United Kingdom

ix. Name(s) and address(es) of additional Not Applicable
Paying Agent(s) (if any):

x. Notices:
Not Applicable

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