Bond Nordia Bank Abp 4.625% ( US65557HAH57 ) in USD

Nordia Bank Abp

100 % ▲

Finland

US65557HAH57 ( in USD )

4.625% per year ( payment 2 times a year)

13/09/2033

Prospectus brochure of the bond Nordea Bank Abp US65557HAH57 en USD 4.625%, maturity 13/09/2033

200 000 USD

500 000 000 USD

65557HAH5

A- ( Upper medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

13/03/2026 ( In 126 days )

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.

Nordea Bank Abp issued a USD 500,000,000 bond (CUSIP: 65557HAH5, ISIN: US65557HAH57) maturing September 13, 2033, with a 4.625% coupon rate, paying semi-annually, a minimum purchase amount of USD 200,000, currently trading at 100%, and rated A- by S&P and Baa1 by Moody's.

CONDITIONS FOR USD 500,000,000 4.625% FIXED RATE RESET SUBORDINATED NOTES DUE 13
SEPTEMBER 2033 (REGULATION S ISIN US65557FAH91, RULE 144A ISIN US65557HAH57)
This general description of the Programme contains the Terms and Conditions of the Notes which (subject to completion
of the Pricing Supplement for each Series of such Notes) will be incorporated by reference into each such Note. 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 such Note.
Nordea Bank AB (publ) ("Nordea" or the "Issuer") has established a Global Medium-Term Note Programme (the
"Programme") 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, including Unsubordinated Notes, Dated Subordinated Notes and
Additional Tier 1 Write-Down Notes (each as defined herein) (for the purposes of these Conditions, the Unsubordinated
Notes, the Dated Subordinated Notes and the Additional Tier 1 Write-Down Notes are together referred to as the "Notes").
The Programme 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"), as paying agent (the "Paying Agent") and as registrar (the "Registrar") (each such expression
including any successor to Citibank, N.A., London Branch in its capacity as such), Citibank, N.A., acting through its New
York branch in its capacity as U.S. paying agent (the "U.S. Paying Agent", which expression includes any successor to
Citibank, N.A., acting through its New York branch in its capacity as such) and the paying agent(s) named therein (the
"Paying Agent(s)", and which expression shall include the Fiscal Agent, Paying Agent and U.S. Paying 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 20 February 2018 (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 the Deed of Covenant are available for inspection at the corporate trust office of the Fiscal
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 Euronext Dublin and admission to trading on the Global Exchange Market, will be filed with Euronext
Dublin 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 Write-Down Notes" have the meaning given in Condition 4(3)(c).
"Adjustment Spread" means either a spread (which may be positive or negative), or the formula or
methodology for calculating a spread, in either case, which the Issuer, following consultation with the
Independent Adviser and acting in good faith, determines is required to be applied to the Alternative
Benchmark Rate to reduce or eliminate, to the fullest extent reasonably practicable in the circumstances,

any economic prejudice or benefit (as the case may be) to Noteholders as a result of the replacement of
the original Mid-Swap Floating Leg Benchmark Rate or Reference Rate with the Alternative Benchmark
Rate and is the spread, formula or methodology which is (i) formally recommended, or formally provided
as an option for parties to adopt, in relation to the replacement of the original Mid-Swap Floating Leg
Benchmark Rate or Reference Rate with the Alternative Benchmark Rate by any Relevant Nominating
Body; or (ii) failing which, is in customary market usage in the international debt capital market for
transactions which reference the original Mid-Swap Floating Leg Benchmark Rate or Reference Rate,
where such rate has been replaced by the Alternative Benchmark Rate; or (iii) if no such recommendation
or option has been made (or made available), or the Issuer determines there is no such spread, formula
or methodology in customary market usage, the Issuer determines, following consultation with the
Independent Adviser and acting in good faith, to be appropriate;
"Alignment Event" means, in the opinion of the Issuer, that any modifications to the terms of the Senior
Non-Preferred Notes are necessary to reflect the implementation, of or to enable the Senior Non-
Preferred Notes to have the benefit of and be subject to, the Creditor Hierarchy Directive as implemented
in the Relevant Jurisdiction, including (without limitation) (i) in connection with achieving the lower
priority ranking contemplated by Article 108(2) of the BRRD in accordance with Condition 4(2) or (ii)
for the purposes of achieving consistent ranking provisions with other Series of Senior Non-Preferred
Notes;
"Applicable Banking Regulations" means at any time the laws, regulations, delegated or implementing
acts, regulatory or implementing technical standards, rules, requirements, guidelines and policies relating
to capital adequacy and/or minimum requirement for own funds and eligible liabilities and/or loss
absorbing capacity then in effect in the Relevant Jurisdiction including, without limitation to the
generality of the foregoing, CRD IV, the SRM Regulation, BRRD, the Creditor Hierarchy Directive and
those regulations, requirements, guidelines and policies relating to capital adequacy and/or minimum
requirement for own funds and eligible liability and/or loss absorbing capacity and/or the implementation
of the Creditor Hierarchy Directive adopted by the Competent Authority, the Resolution Authority or
any other national or European 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);
"BRRD" means Directive 2014/59/EU of May 15, 2014 establishing the framework for the recovery and
resolution of credit institutions and investment firms, as the same may be amended or replaced from time
to time, including without limitation, by the Creditor Hierarchy Directive;
"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 Centre; 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

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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 Outstanding Principal Amount of the relevant Series of Dated Subordinated Notes or Additional
Tier 1 Write-Down Notes, as the case may be, ceases or would be likely to cease to be included in whole
or in any part, or count in whole or in any part, towards the Relevant Capital of either the Issuer or the
Nordea Group (other than by reason of a full or partial exclusion of the Outstanding Principal Amount
of the relevant Series of Dated Subordinated Notes or Additional Tier 1 Write-Down Notes arising (i)
(in the case of any Additional Tier 1 Write-Down Notes ) as a result of a Write Down and/or (ii) (in any
case) by reason of any applicable limit on the amount of such capital under the Applicable Banking
Regulations from time to time).
"CET1 Capital" means in respect of either the Issuer or the Nordea Group (as the case may be), at any
time, 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), at such time (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 the Applicable Banking Regulations then
applicable to either the Issuer or the Nordea Group (as the case may be).
"CET1 Ratio" means, at any time, 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
supervision of the Issuer and/or the Nordea Group at the relevant time.
"Conditions to Redemption" means the conditions to redemption set out in Condition 6(j) 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.

3

"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).
"Creditor Hierarchy Directive" means Directive (EU) 2017/2399 of the European Parliament and of
the Council of 12 December 2017 amending Directive 2014/59/EU as regards the ranking of unsecured
debt instruments in insolvency hierarchy, or any equivalent legislation;
"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 year, 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
[360 x(Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
Day Count Fraction =
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;

4

"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(Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
Day Count Fraction =
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(Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
Day Count Fraction =
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.

5

"Dated Subordinated Notes" have the meaning given in Condition 4(3)(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.
"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(4),
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.
"Independent Adviser" means an independent financial institution of international repute or other
independent financial adviser of recognised standing with relevant experience in the international capital
markets, in each case appointed by the Issuer at its own expense.
"Initial Rate of Interest" has the meaning specified in the relevant Pricing Supplement.
"Instalment Amount" means, in relation to an Instalment Note, the amount of each instalment as may
be specified in, or determined in accordance with the provisions of, the Pricing Supplement. To the extent
that an Instalment 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 Write-Down 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 utilisation and conversion or utilisation 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

6

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 Redemption Amount" has the meaning given in the relevant Pricing Supplement.
"Maximum Reinstatement Amount" means, in respect of any Reinstatement, the Relevant Profits
multiplied by the sum of the aggregate Original Principal Amount of the Notes and the aggregate initial
principal amount of all Written Down Additional Tier 1 Instruments of the Relevant Entity whose Net
Profits are the Relevant Profits for the purposes of this calculation, and divided by the total Tier 1 Capital
of such Relevant Entity as at the date of the relevant Reinstatement, or any higher amount permissible
pursuant to Applicable Banking Regulations in force on the date of the relevant Reinstatement, or as may
otherwise be 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(4)(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 per cent (0.0005 per cent 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 Centre of the Specified Currency
on such Reset Determination Date, all as determined by the Determination Agent.
"Minimum Redemption Amount" has the meaning given in the relevant Pricing Supplement.
"MREL/TLAC Disqualification Event" means the whole or any part of the outstanding aggregate
principal amount of the relevant series of Notes at any time is not included in, ceases or (in the opinion
of the Issuer) will cease to count towards the Issuer's and/or the Nordea Group's eligible liabilities and/or
loss absorbing capacity (in each case (i) for the purposes of, and in accordance with, the relevant
Applicable Banking Regulations and (ii) for the avoidance of doubt, whether as a result of a
Redomiciliation Event or otherwise); provided that an MREL/TLAC Disqualification Event shall not

7

occur if such whole or part of the outstanding principal amount of the relevant series of Notes is not
included in, ceases or (in the opinion of the Issuer) will cease to count towards such eligible liabilities
and/or loss absorbing capacity due to the remaining maturity of the Notes being less than the minimum
period prescribed by the relevant Applicable Banking Regulations;
"Net Profit" means, (i) in respect of the Issuer, the solo net profit of the Issuer and/or (ii) in respect of
the Nordea Group, the consolidated net profit (excluding minority interests) of the Nordea Group (as the
case may be), and, in each case, shall be the most recent profits calculated on a statutory basis after the
relevant institution or its board of directors has taken a formal decision confirming such final profits of
the Issuer or Nordea Group, as applicable.
"Nordea Group" means the Issuer and its subsidiaries.
"Notes Currency" has the meaning given in the relevant Pricing Supplement.
"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 Instalment Note, its principal amount less
any principal amount on which interest shall have ceased to accrue in accordance with Condition 5(5)(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 recognised 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 Write-Down Notes.
a "person" includes any individual, company, corporation, firm, partnership, joint venture, undertaking,
association, organisation, trust, state or agency of a state (in each case whether or not being a separate
legal entity) or other legal entity.
"Qualifying Securities" has the meaning given in Condition 18.
"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.
"Rating Agency" means any rating agency specified as rating the Additional Tier 1 Write-Down Notes,
the Subordinated Notes or the Senior Non-Preferred Notes, as applicable, in the relevant Pricing
Supplement or any other rating agency of equivalent standing which has assigned a rating to the
Additional Tier 1 Write-Down Notes, the Subordinated Notes or the Senior Non-Preferred Notes as
applicable at the request or invitation of the Issuer;
"Redomiciliation Event" means a change in the Relevant Jurisdiction of the Issuer, including by way
of merger, combination or amalgamation of the Issuer with another entity, which results in the primary
responsibility for the prudential oversight and supervision of the Issuer (or any successor) being assumed
by a different Competent Authority and/or Resolution Authority, as the case may be;
"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.
"Reference Date" means the accounting date as at which the applicable Relevant Profits were
determined.
"Reference Rate" has the meaning given in the relevant Pricing Supplement.

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"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 Write-Down 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 Centre" 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 centre or centres 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 Nominating Body" means, in respect of a benchmark or screen rate (as applicable): (i) the
central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central
bank or other supervisory authority which is responsible for supervising the administrator of the
benchmark or screen rate (as applicable); or (ii) any working group or committee sponsored by, chaired

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or co-chaired by or constituted at the request of (a) the central bank for the currency to which the
benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which
is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (c) a
group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability
Board or any part thereof;
"Relevant Notice" has the meaning given to it in Condition 4(2);
"Relevant Profits" means (a) if a Write Down has occurred following a Combined Trigger Event, the
Relevant Profits shall be the lower of the relevant Net Profit of the Issuer and the Nordea Group; and (b)
if a Write Down has occurred following a Group Trigger Event, the Net Profits of the Nordea Group.
"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 thereafter, the second Business
Day prior to the first day of each such Subsequent Reset Period, or in each case as specified in the relevant
Pricing Supplement.
"Reset Note" means a Note on which interest is calculated at reset rates payable in arrear on a fixed date
or dates in each year and/or at intervals of one, two, three, six or 12 months or at such other date or
intervals as may be agreed between the Issuer and the relevant dealer(s) (as indicated in the relevant
Pricing Supplement).
"Reset Period" means the First Reset Period or a Subsequent Reset Period, as the case may be.
"Resolution Authority" means any resolution authority with the ability to exercise any Bail-in and Loss
Absorption Powers in relation to the Issuer and/or the Nordea Group or with primary responsibility for
the oversight and supervision of the Issuer's and/or the Nordea Group's eligible liabilities and/or loss
absorbing capacity from time to time;
"Risk Weighted Assets" means, at any time, the aggregate amount, expressed in the Accounting
Currency, of the risk weighted assets of either the Issuer or the Nordea Group (as the case may be), as at
such date, as calculated by the Issuer, on a solo basis in respect of the Issuer or on a consolidated basis
in respect of the Nordea Group in accordance with the Applicable Banking Regulations applicable to
either the Issuer and/or the Nordea Group (as the case may be), on such date (which calculation shall be
binding on the Holders). For the purposes of this definition, the term "risk weighted assets" means the
risk weighted assets or total risk exposure amount, as calculated by the Issuer, in accordance with the
Applicable Banking Regulations applicable to either the Issuer and/or the Nordea Group (as the case may
be).
"Second Reset Date" means the date specified in the relevant Pricing Supplement.
"Senior Creditors" means creditors of the Issuer (i) who are depositors and/or other unsubordinated
creditors of the Issuer; or (ii) who are holders of Senior Non-Preferred Notes (both before and after the
giving of the Relevant Notice); (iii) who are subordinated creditors of the Issuer (whether in the event of
liquidation or bankruptcy of the Issuer or otherwise) other than those whose claims by law rank, or by
their terms are expressed to rank, pari passu with or junior to the claims of the Holders of the Dated
Subordinated Notes.
"Senior Non-Preferred Notes" has the meaning given in Condition 4(2).
"Specified Currency" has the meaning given in the relevant Pricing Supplement.

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