Bond Nordia Bank Abp 1% ( XS2019260764 ) in EUR

Nordia Bank Abp

100 % ▲

Finland

XS2019260764 ( in EUR )

1% per year ( payment 1 time a year)

27/06/2029

Prospectus brochure of the bond Nordea Bank Abp XS2019260764 en EUR 1%, maturity 27/06/2029

100 000 EUR

300 000 000 EUR

27/06/2026 ( In 232 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.

The Bond issued by Nordia Bank Abp ( Finland ) , in EUR, with the ISIN code XS2019260764, pays a coupon of 1% per year.
The coupons are paid 1 time per year and the Bond maturity is 27/06/2029

CONDITIONS FOR EUR 300,000,000 FIXED RESET RATE SUBORDINATED NOTES DUE 27
JUNE 2029 (ISIN XS2019260764)
The following are the Terms and Conditions of the Notes which, as completed by the relevant Final Terms
or (in the case of Exempt Notes only) as completed, amended and/or replaced by the relevant Pricing
Supplement, will be applicable to each Series of Notes. The paragraphs appearing in italics below are
included for disclosure purposes only and do not form part of the terms and conditions of the Notes.
The Notes are issued in accordance with the fiscal agency agreement (as amended and/or restated and/or
replaced from time to time, the "Fiscal Agency Agreement") constituted by the fiscal agency agreement
dated 8 May 2019 and made between Nordea Bank Abp (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), Citigroup Global Markets Europe AG as registrar (the
"Registrar" in relation to any Series of Notes except Swedish Notes, which expression shall include any
successor to Citigroup Global Markets Europe AG in its capacity as such), certain financial institutions
named therein in their capacity as paying agents (the "Paying Agents", which expression shall include the
Fiscal Agent and any substitute or additional paying agents appointed in accordance with the Fiscal Agency
Agreement), Nordea Bank Abp in its capacity as issuing agent for VP Notes (as defined below) (the "VP
Issuing Agent"), Nordea Bank Abp in its capacity as Norwegian paying agent for VPS Notes (the "VPS
Paying Agent") and Nordea Bank Abp in its capacity as Swedish issuing agent for Swedish Notes (the
"Swedish Issuing Agent").
For the purposes of Notes denominated in Swiss francs ("Swiss Franc Notes"), the Issuer will, together
with the Swiss paying agent specified as such in the relevant Final Terms or Pricing Supplement (the "Swiss
Paying Agent"), enter into a supplement agency agreement (the "Swiss Supplemental Agency
Agreement") on or prior to the Issue Date of the relevant Series of Swiss Franc Notes.
The Notes have the benefit of a deed of covenant (the "Deed of Covenant") dated 8 May 2019 (as amended
and/or restated and/or replaced from time to time), executed by the Issuer in relation to the Notes.
Copies of the Fiscal Agency Agreement and the Deed of Covenant are available for inspection at the
specified office of each of the Paying Agents and the Registrar. All persons from time to time entitled to
the benefit of obligations under any Notes shall be deemed to have notice of and to be bound by all of the
provisions of the Fiscal Agency Agreement and the Deed of Covenant insofar as they relate to the relevant
Notes.
The Notes are issued in series (each a "Series") made up of one or more Tranches, and each Series will be
the subject of a final terms (each a "Final Terms") or, in the case of Exempt Notes, a pricing supplement
(the "Pricing Supplement") which, in either case, completes and (in the case of Exempt Notes only)
completes, amends and/or replaces these Terms and Conditions (the "Conditions"). In the case of Exempt
Notes, any other reference in these Conditions to "Final Terms" shall be deemed to be a reference to the
relevant Pricing Supplement.
Notes may be cleared through SIX SIS AG, Olten Switzerland ("SIS"), or cleared through the Danish
Securities Centre, VP Securities A/S ("VP Notes" and the "VP", respectively), the Norwegian Central
Securities Depository which will be Verdipapirsentralen ASA ("VPS Notes" and the "VPS", respectively)
or the Swedish Central Securities Depository which will be the Swedish Central Securities Depositary and
Clearing Organisation Euroclear Sweden AB, incorporated in Sweden with Reg. No. 556112-8074
("Swedish Notes" and "Euroclear Sweden").
As an alternative to clearing via Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking SA
("Clearstream, Luxembourg"), Swiss Franc Notes will be issued in bearer form and will be represented
exclusively by a Permanent Global Note which shall be deposited by the Swiss Paying Agent with SIS, or
such other depositary as may be approved by the SIX Swiss Exchange. For the purposes of Swiss Franc
Notes, references in these Conditions to Euroclear or Clearstream, Luxembourg shall be construed as
including references to SIS, which expression shall include any other clearing institution recognised by the
SIX Swiss Exchange with which the Permanent Global Note may be deposited from time to time), which
shall be considered an additional or alternative clearing system for the purposes of these Conditions.
The VP Notes will be registered in uncertificated and dematerialised book entry form with the VP. VP
Notes registered in the VP are negotiable instruments and not subject to any restrictions on free negotiability
under Danish law.

As the VP Notes will be in uncertificated and dematerialised book entry form, the Conditions applicable to
VP Notes shall be deemed to be incorporated by reference in, and to form part of, the Deed of Covenant by
which the VP Notes are constituted.
The VPS Notes will be registered in uncertificated and dematerialised book entry form with the VPS. VPS
Notes registered in VPS are negotiable instruments and not subject to any restrictions on free negotiability
under Norwegian law.
As the VPS Notes will be in uncertificated and dematerialised book entry form, the Conditions applicable
to the VPS Notes shall be deemed to be incorporated by reference in, and to form part of, the Deed of
Covenant by which the VPS Notes are constituted.
The registrar in respect of any Series of Swedish Notes will be Euroclear Sweden (the "Swedish
Registrar") in accordance with the Swedish Financial Instruments Accounts Act (lag (1998:1479) om
kontoföring av finansiella instrument) as amended (the "SFIA Act").
The Swedish Notes will be registered in uncertificated and dematerialised book entry form with Euroclear
Sweden. Swedish Notes registered in Euroclear Sweden are negotiable instruments and not subject to any
restrictions on free negotiability under Swedish law.
As the Swedish Notes will be in uncertificated and dematerialised book entry form, the Conditions
applicable to the Swedish Notes shall be deemed to be incorporated by reference in, and to form part of,
the Deed of Covenant by which the Swedish Notes are constituted.
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. References to "Exempt Notes" are to Notes for which no prospectus is required to be published
under the Prospectus Directive.
1.
Interpretation
(a)
In these Conditions the following expressions have the following meanings:
"Adjustment Spread" means either a spread (which may be positive or negative) or a formula or
methodology for calculating a spread, which the Issuer, following consultation with the
Independent Adviser and acting in good faith, determines should be applied to the relevant
Successor Rate or the relevant Alternative Benchmark Rate (as applicable), as a result of the
replacement of the relevant Mid-Swap Floating Leg Benchmark Rate or Reference Rate with the
relevant Successor Rate or the relevant Alternative Benchmark Rate (as applicable), and is the
spread, formula or methodology which:
(i)
in the case of a Successor Rate, is recommended or formally provided as an option for
parties to adopt, in relation to the replacement of the Mid-Swap Floating Leg Benchmark
Rate or Reference Rate (as applicable) with the Successor Rate by any Relevant
Nominating Body; or
(ii)
in the case of a Successor Rate for which no such recommendation has been made, or
option provided, or in the case of an Alternative Benchmark Rate, the spread, formula or
methodology which the Issuer, following consultation with the Independent Adviser and
acting in good faith, determines to be appropriate as a result of the replacement of the Mid-
Swap Floating Leg Benchmark Rate or Reference Rate (as applicable) with the Successor
Rate or Alternative Benchmark Rate (as applicable);
"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 liabilities 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);

"Benchmark Event" has the meaning given in Condition 5(h);
"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 Final Terms) a day on which
commercial banks and foreign exchange markets settle payments in the relevant currency in
London and, in the case of Registered Notes, London or Luxembourg and:
(i)
in relation to Notes denominated in euro, which is a TARGET2 Settlement Day; and
(ii)
in relation to Swedish Notes, Stockholm; and
(iii)
in relation to 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
(iv)
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" means, in relation to any particular date, the meaning given in the
relevant Final Terms and, if so specified in the relevant Final Terms, may have different meanings
in relation to different dates and, in this context, the following expressions shall have the following
meanings:
(i)
"Following Business Day Convention" means that the relevant date shall be postponed
to the first following day that is a Business Day;
(ii)
"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;
(iii)
"Preceding Business Day Convention" means that the relevant date shall be brought
forward to the first preceding day that is a Business Day;
(iv)
"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
Final Terms as the Specified Period after the calendar month in which the preceding such
date occurred provided, however, that:
(A)
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; and
(B)
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
(C)
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
(D)
"No Adjustment" or "unadjusted" means that the relevant date shall not be
adjusted in accordance with any Business Day Convention;
"Calculation Agent" means the Fiscal Agent or such other agent specified as being responsible
for calculating the Rate(s) of Interest and/or Interest Amount(s) and/or principal or interest due in
the relevant Final Terms;

"Calculation Amount" has the meaning given in the relevant Final Terms;
"Capital Event" means the determination by the Issuer, after consultation with the Competent
Authority, that the Outstanding Principal Amount of the relevant series of Subordinated Notes
ceases or would be likely to cease to be included in whole or in part, or count in whole or in part,
towards the Tier 2 Capital of either the Issuer or the Nordea Group;
"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 or as
otherwise specified in the relevant Final Terms;
"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);
"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 Final Terms 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:
(1)
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
(2)
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(Y - Y )] + 30
[
x(M - M )] + (D - D )
2
1
2
1
2
1
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 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 )
2
1
2
1
2
1
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(Y - Y )] + 30
[
x(M - M )] + (D - D )
2
1
2
1
2
1
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 (x)
that day is the last day of February or (y) 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 (x) that day is the last day of February but not
the date fixed for redemption or (y) 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;
"Determination Agent" means the agent specified as such in the relevant Final Terms;
"First Margin" means the margin specified as such in the relevant Final Terms;
"First Reset Date" means the date specified in the relevant Final Terms;
"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
Final Terms, the Maturity Date or date of any final redemption;
"First Reset Rate of Interest" means, in respect of the First Reset Period and subject to Condition
5(d)(iii), the rate of interest determined by the Calculation Agent on the relevant Reset
Determination Date as the sum of the relevant Reset Reference Rate and the First Margin;
"Governmental Authority" means any de facto or de jure government (or any agency or
instrumentality thereof), court, tribunal, administrative or other governmental authority or any
other entity (private or public) charged with the regulation of the financial markets (including the
central bank) of Hong Kong;
"Illiquidity" means the general Renminbi exchange market in Hong Kong becomes illiquid, other
than as a result of an event of Inconvertibility or Non-transferability, as determined by the Issuer
in good faith and in a commercially reasonable manner following consultation with two Renminbi
Dealers, as a result of which the Issuer cannot, having used its reasonable endeavours, obtain
sufficient Renminbi in order fully to satisfy its obligation to pay interest or principal (in whole or
in part) in respect of the Renminbi Notes;
"Inconvertibility" means that the Issuer determines (in good faith and in a commercially
reasonable manner) that it is impossible or, having used its reasonable endeavours, impracticable,
for it to convert any amount due in respect of the Renminbi Notes in the general Renminbi
exchange market in Hong Kong, other than where such impossibility or impracticability is due

solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any
Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the
first Tranche of the Relevant Series and it is impossible or, having used its reasonable endeavours,
impracticable for the Issuer, due to an event beyond its control, to comply with such law, rule or
regulation);
"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;
"Interest Commencement Date" means the Issue Date of the Notes (as specified in the Final
Terms) or such other date as may be specified as such in the Final Terms;
"Initial Rate of Interest" has the meaning specified in the relevant Final Terms;
"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 Final Terms. To the
extent that an Instalment Amount requires determination, such amount may be determined by a
Calculation Agent;
"Interest Payment Date" has the meaning specified in Condition 5(b)(ii);
"Issue Date" has the meaning specified in the relevant Final Terms;
"Junior Securities" means any (i) Subordinated Notes (or 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 Subordinated Notes) or other subordinated debt instruments or
securities of the Issuer which are recognised as "Tier 2 Capital" of the Issuer from time to time by
the Competent Authority, (ii) Additional Tier 1 Notes (or 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) or other 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, (iii) share capital of the Issuer and (iv) any
other subordinated security or obligation which ranks, or is expressed to rank, junior to the Senior
Non-Preferred Notes;
"Maturity Date" has the meaning given in the relevant Final Terms;
"Maximum Redemption Amount" has the meaning given in the relevant Final Terms;
"Mid-Swap Maturity" has the meaning given in the relevant Final Terms;
"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 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
Final Terms) (calculated on the day count basis customary for floating rate payments in the
Specified Currency);
"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 the rate as specified in the relevant Final
Terms;

"Mid-Swap Rate" means, in relation to a Reset Determination Date and subject to Condition
5(d)(iii), either:
(i)
if Single Mid-Swap Rate is specified in the relevant Final Terms, 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 Final Terms, 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
Calculation Agent;
"Minimum Redemption Amount" has the meaning given in the relevant Final Terms;
"MREL 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 for the purposes of, and in accordance with,
the relevant Applicable Banking Regulations); provided that an MREL Disqualification Event shall
not 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 such Notes being less
than the minimum period prescribed by the relevant Applicable Banking Regulations;
"Non-transferability" means that the Issuer determines (in good faith and in a commercially
reasonable manner) that it is impossible or, having used its reasonable endeavours, impracticable,
for it to deliver Renminbi (i) between accounts inside Hong Kong or (ii) from an account inside
Hong Kong to an account outside Hong Kong, other than where such impossibility or
impracticability is due solely to the failure of the Issuer to comply with any law, rule or regulation
enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the
Issue Date of the first Tranche of the Relevant Series and it is impossible or, having used its
reasonable endeavours, impracticable for the Issuer, due to an event beyond its control, to comply
with such law, rule or regulation);
"Nordea Group" means the Issuer and its Subsidiaries;
"Original Principal Amount" means, in respect of a Note, the principal amount of the Note as
issued on the Issue Date;
"Original Reset Reference Rate Basis" has the meaning given in the relevant Final Terms and
shall be annual, semi-annual, quarterly or monthly;
"Outstanding Principal Amount" means, (i) in respect of an Instalment Note, its principal amount
on the Issue Date less any principal amount on which interest shall have ceased to accrue in
accordance with Condition 5(e)(v); and (ii) in respect of a Note other than that specified in (i)
above, the principal amount of the Note on the Issue Date as reduced by any partial redemptions
or repurchases from time to time;

"Parity Securities" means securities issued by the Issuer and set out in Schedule 13 (Parity
Securities of the Issuer) to the Fiscal Agency Agreement;
"PRC" means the People's Republic of China;
"Rate Calculation Business Day" means a day (other than a Saturday or Sunday) on which
commercial banks are open for general business (including dealings in foreign exchange) in Hong
Kong and New York City;
"Rate Calculation Date" means the day which is two Rate Calculation Business Days before the
due date of the relevant amount under these Terms and Conditions;
"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
Final Terms 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 Notes in the relevant Final Terms
or Pricing Supplement (as the case may be) or any other rating agency of equivalent standing which
has assigned a rating to the Notes at the request or invitation of the Issuer;
"Reference Banks" has the meaning given in the relevant Final Terms 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 Bond Price" means, with respect to any Reset Determination Date (i) the arithmetic
average (as determined by the Calculation Agent) of the Reference Government Bond Dealer
Quotations for such Reset Determination Date, after excluding the highest and lowest such
Reference Government Bond Dealer Quotations, or (ii) if fewer than five such Reference
Government Bond Dealer Quotations are received, the arithmetic average (as determined by the
Calculation Agent) of all such quotations;
"Reference Bond Rate" means, with respect to any Reset Period, the rate per annum equal to the
yield to maturity or interpolated yield to maturity (on the relevant day count basis) of the Reset
Reference Bond, assuming a price for the Reset Reference Bond (expressed as a percentage of its
principal amount) equal to the Reference Bond Price for such Reset Determination Date, as
determined by the Calculation Agent, provided that if only one Reference Government Bond
Dealer Quotation is received or if no Reference Government Bond Dealer Quotations are received
in respect of the determination of the Reference Bond Price, the Rate of Interest shall not be
determined by reference to the Reference Bond Rate and the Rate of Interest shall instead be, in
the case of the First Reset Rate of Interest, the Initial Rate of Interest and, in the case of any
Subsequent Reset Rate of Interest, the Rate of Interest as at the last preceding Reset Date (though
substituting, where a different Relevant Margin is to be applied to the relevant Reset Period from
that which applied to the last preceding Reset Period, the Relevant Margin relating to the relevant
Reset Period, in place of the Relevant Margin relating to that last preceding Reset Period);
"Reference Government Bond Dealer" means each of five banks selected by the Issuer
(following, where practicable, consultation with the Calculation Agent) or their affiliates, which
are (i) primary government securities dealers, and their respective successors, or (ii) market makers
in pricing corporate bond issues;
"Reference Government Bond Dealer Quotations" means, with respect to any Reference
Government Bond Dealer and any Reset Determination Date, the arithmetic average, as determined
by the Calculation Agent, of the bid and offered prices for the Reset Reference Bond (expressed in
each case as a percentage of its principal amount) as at the Reset Determination Time and quoted
in writing to the Calculation Agent by such Reference Government Bond Dealer;
"Reference Rate" has the meaning given to such term in the relevant Final Terms;
"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;
"Relevant Financial Centre" means, unless otherwise specified in the Final Terms:
(i)
in relation to Notes denominated in Australian Dollars, Sydney;
(ii)
in relation to Notes denominated in Canadian Dollars, Toronto;
(iii)
in relation to Notes denominated in Chinese Renminbi, Hong Kong or Beijing as specified
in the Final Terms;
(iv)
in relation to Notes denominated in Danish Krone, Copenhagen;
(v)
in relation to Notes denominated in Hong Kong Dollars, Hong Kong;
(vi)
in relation to Notes denominated in Japanese Yen, Tokyo;
(vii)
in relation to Notes denominated in Polish Zloty, Warsaw;
(viii)
in relation to Notes denominated in Pounds Sterling, London;
(ix)
in relation to Notes denominated in Mexican Pesos, Mexico City;
(x)
in relation to Notes denominated in New Zealand Dollars, Wellington and Auckland;
(xi)
in relation to Notes denominated in Norwegian Kroner, Oslo;
(xii)
in relation to Notes denominated in Russian Roubles, Moscow;
(xiii)
in relation to Notes denominated in South African Rand, Johannesburg;
(xiv)
in relation to Notes denominated in Swedish Krona, Stockholm;
(xv)
in relation to Notes denominated in Swiss francs, Zurich;
(xvi)
in relation to Notes denominated in United States dollars, New York City; and
(xvii)
in relation to 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. or as
specified in the relevant Final Terms;
"Relevant Jurisdiction" means the jurisdiction in which the Issuer is incorporated at the relevant
time;
"Relevant Margin" means:
(i)
in the case of Notes in relation to which Floating Rate Note Provisions are specified in the
relevant Final Terms as being applicable, the margin(s) specified in the relevant Final
Terms; and