Obligation Nordia Bank Abp 4.25% ( US65557FAD87 ) en USD

Nordia Bank Abp

100 % ▼

Finlande

US65557FAD87 ( en USD )

4.25% par an ( paiement semestriel )

20/09/2022 - Obligation échue

Prospectus brochure de l'obligation Nordea Bank Abp US65557FAD87 en USD 4.25%, échue

Nordea Bank Abp est une banque nordique multinationale offrant une large gamme de services financiers aux particuliers et aux entreprises, opérant principalement en Finlande, en Suède, en Norvège et au Danemark.

L'obligation Nordea Bank Abp (ISIN : US65557FAD87), émise en Finlande et libellée en USD, avec un taux d'intérêt de 4,25%, échéant le 20 septembre 2022 et payant des coupons deux fois par an, a atteint sa maturité et a été remboursée à 100%.

CONDITIONS FOR U.S.$1,000,000,000 4.25 PER CENT. SUBORDINATED NOTES
DUE 2022 (REGULATION S ISIN US65557HAD44; RULE 144A ISIN
US65557FAD87)
The relevant Pricing Supplement in relation to any Series of Notes will specify specific terms and conditions
which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace and
modify the following Terms and Conditions for the purposes of such Notes. The relevant Pricing Supplement
will be endorsed upon, or attached to each Note.
Nordea Bank AB (publ) ("Nordea" or the "Issuer") has established a U.S.$15,000,000,000 U.S. Medium-Term
Note Program (the "Program") for the issuance of up to U.S.$15,000,000,000 in aggregate principal amount of
debt instruments (the "Notes"). Where a particular Condition (as defined below) is applicable only to certain
classes of Notes, "Notes" shall be construed in accordance with the relevant Condition.
The Notes are subject to a fiscal and paying agency agreement dated October 7, 2009 (as amended and/or
restated and/or replaced from time to time, the "Agency Agreement"), between the Issuer, Citibank, N.A.,
London Branch in its capacity as fiscal agent (the "Fiscal Agent," which expression shall include any successor
to Citibank, N.A., London Branch in its capacity as such), and Citibank N.A., London Branch acting through its
London Branch as registrar (which expression shall include any successor to Citibank, N.A., London Branch in
its capacity as such) and the paying agent(s) named therein (the "Paying Agent(s)," which expression shall
include the Fiscal Agent and any substitute or additional paying agents, the Fiscal Agent and any substitute or
additional paying agents appointed in accordance with the Agency Agreement). A copy of the Agency
Agreement is available for inspection at the corporate trust office of the Paying Agent. 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 Agency Agreement insofar as they relate to the relevant 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 issue price, issue
date and interest commencement date, which may or may not be identical in connection with further issuances).
Each Series will be the subject of a pricing supplement document (the "Pricing Supplement") endorsed upon or
attached to each Note a copy of which, in the case of a Series in relation to which application has been made for
admission to the Official List of the Irish Stock Exchange, will be filed with the Irish Stock Exchange and will
be available for inspection at the corporate trust office of the Fiscal Agent on or before the date of issue of the
Notes of such Series. In the case of a Series in relation to which application has not been made for admission to
listing, trading and/or quotation on any stock exchange, listing authority and/or quotation system, copies of the
Pricing Supplement will only be available for inspection by a holder of such Notes producing evidence to the
Issuer and the Fiscal Agent as to its holding of Notes and identity.
References in these Conditions to Notes are to the Notes of the relevant Series.
1.
Form and Denomination
(a)
Form
The Notes will be issued only in registered form. The Notes will be in substantially the form (subject to
amendment and completion) scheduled to the Agency Agreement.
The Notes sold pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the
"Securities Act") initially will be represented by one or more Notes in registered, global form without
interest coupons (collectively, the "Rule 144A Global Notes"). The Notes sold pursuant to Regulation
S under the Securities Act initially will also be represented by one or more Notes in registered, global
form without interest coupons (collectively, the "Regulation S Global Notes" and, together with the
Rule 144A Global Notes, the "Global Notes"). Upon issuance, the Global Notes will be deposited with
the Fiscal Agent or the Paying Agent as custodian for The Depository Trust Company ("DTC"), in New
York, New York, and registered in the name of DTC or its nominee, in each case for credit to an
account of a direct or indirect participant in DTC as described below. Beneficial interests in the Rule
144A Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes at
any time except in the limited circumstances described below under Condition 2(c) below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another
nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may
not be exchanged for Notes in definitive form except in the limited circumstances described below.
Notes sold to QIBs in reliance on Rule 144A (including beneficial interests in the Rule 144A Global
Notes) will be subject to certain restrictions on transfer and will bear a restrictive legend as described
under Condition 2(d) below. In addition, transfers of beneficial interests in the Global Notes will be
subject to the applicable rules and procedures of DTC and its direct or indirect participants (including,
if applicable, those of Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, société
anonyme ("Clearstream, Luxembourg"), which may change from time to time).
(b)
Denomination
Notes will be issued in such denominations as may be specified in the relevant Pricing Supplement,
subject to (i) a minimum denomination of U.S.$200,000 (or, in the case of Notes not denominated in
U.S. dollars, the equivalent thereof in such foreign currency, rounded down to the nearest 100,000 units
of such foreign currency, but so that in no event will the minimum denomination be lower than
100,000 or its equivalent at the date of issue of the relevant Notes) and integral multiples of
U.S.$1,000 (or, in the case of Notes not denominated in U.S. dollars, 1,000 units of such foreign
currency) in excess thereof; and (ii) compliance with all applicable legal and/or regulatory and/or
central bank requirements.
(c)
Currency of the Notes
Unless otherwise indicated in the relevant Pricing Supplement, the Notes will be denominated in U.S.
dollars and payments of the principal of and any premium or interest on the Notes will be made in U.S.
dollars. If any of the Notes are to be denominated or payable in a currency other than or in addition to
U.S. dollars (the "Foreign Currency Notes"), additional information pertaining to the terms of such
Notes and other matters relevant to the holders thereof will be described in the relevant Pricing
Supplement.
For the purposes of these Terms and Conditions (the "Conditions"), references to the Notes shall, as the
context may require, be deemed to be Global Notes, Rule 144A Global Notes, Regulation S Global
Notes or Definitive Registered Notes (as defined herein).
2.
Title, Transfer and Delivery
(a)
Title to Notes
Subject to such reasonable procedures as it may prescribe, the Issuer will keep the Note Register for the
exchange, registration and registration of transfer of Notes at the designated corporate trust office of the
Fiscal Agent in the City of New York, the Fiscal Agent acting as the Issuer's agent for such purposes.
References herein to the "Noteholders" or "Holders" of Notes signify the persons in whose names such
Notes are so registered. The Fiscal Agent will keep the Note Register at said office and will make such
Note Register available for inspection upon the request of the Issuer. Included in the Note Register will
be the name and address of the Holder of each Note, the amount of each Note, notations as to whether
such Notes have been paid or canceled, and, in the case of mutilated, destroyed, stolen or lost Notes,
whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Fiscal
Agent will keep a record of the Note so replaced, and the Note issued in replacement thereof. In the
case of the cancellation of any of the Notes, the Fiscal Agent will keep a record of the Note so canceled
and the date on which such Note was canceled. The Fiscal Agent and the Issuer may treat the person in
whose name the Note is registered as the owner of such Note for all purposes.
(b)
Transfer of Notes
A Note may, upon the terms and subject to the conditions set forth in the Agency Agreement, be
transferred in whole or in part only (provided that such part is, or is an integral multiple of, the
minimum denomination specified in the relevant Pricing Supplement) upon the surrender of the Note to
be transferred, together with the form of transfer endorsed on it (the "Certificate of Transfer") duly
completed and executed, at the corporate trust office of the Paying Agent. A new Note will be issued to
the transferee and, in the case of a transfer of part only of a Note, a new Note in respect of the balance
not transferred will be issued to the transferor.

The following procedures and restrictions with respect to the registration of any transfer of any Note
shall apply:
(i)
The Fiscal Agent shall register the transfer of any Note, if the requested transfer (x) is to the
Issuer, (y) such transfer is, in the case of Rule 144A Global Notes, at least one year (or such
other period as shall constitute the required holding period pursuant to Rule 144A under the
Securities Act) after the later of (i) the issue date of such Note (or any predecessor of such Note)
and (ii) the sale of such Note (or any predecessor of such Note) by the Issuer or an Affiliate of
the Issuer (computed in accordance with paragraph (d) of Rule 144 under the Securities Act)
and the Holder of such Note is not at the proposed date of such transfer and was not during the
three months preceding such proposed date of transfer an Affiliate of the Issuer, or (z) such
transfer is, in the case of Regulation S Global Notes, at least 40 days after the issue date of such
Note (or any predecessor of such Note). No further documents, certifications or other evidence
need be supplied in respect of any such transfer.
(ii)
The Fiscal Agent shall register the transfer of any Note if the Holder of such Note has properly
completed the Certificate of Transfer, or a transfer instrument substantially in the form of such
Certificate of Transfer, and has delivered such Certificate of Transfer to the Fiscal Agent.
(iii)
The Fiscal Agent shall register the transfer of a Note to or from the DTC or any other
institutional trading system designated by the Issuer in a written notice to the Fiscal Agent. In
connection with any such transfer to the DTC for deposit or for deposit in such other
institutional trading system, no further documents, certifications or other evidence need be
supplied to the Fiscal Agent in respect thereof. In connection with any such transfer out of such
other institutional trading system, the Fiscal Agent shall receive such documents, certifications
or other evidence from the transferor or transferee as are specified in such written notice.
(iv)
If so directed by the Issuer, the Fiscal Agent shall register the transfer of the Notes, from or
through any dealer, placement agent or other person specified by the Issuer which has agreed in
writing to offer, sell and effect transfers of Notes only (i) to a prospective purchaser who is
such dealer, placement agent or other person has reasonable grounds to believe and does
believe is a QIB; or (ii) in an offshore transaction in accordance with Rule 903 or 904 of
Regulation S. No further documents, certifications or other evidence need be supplied in
respect of any such transfer.
(v)
With respect to any requested transfer of a Note not provided for in clauses (i) through (iv)
above, the Fiscal Agent shall not register such transfer except upon the order of the Issuer
signed by or on behalf of the Issuer by an authorized officer or a duly appointed attorney-in-
fact of the Issuer and then only pursuant to any additional procedures as the Issuer may
establish and against surrender of such Note. Such additional procedures may include, without
limitation, (x) delivery by the transferor or the proposed transferee of an opinion of counsel
reasonably satisfactory to the Issuer to the effect that such transfer may be effected without
registration under the Securities Act and (y) the delivery by the proposed transferee of
representation letters in form and substance reasonably satisfactory to the Issuer to ensure
compliance with the provisions of the Securities Act. It is understood that the issuance of such
order by the Issuer shall be in the sole and absolute discretion of the Issuer.
(vi)
Upon receipt of the duly completed Note and any required instruments of transfer, transfer
notices or other written statements or documents as described above, the Fiscal Agent shall
cancel such Note and register the transfer and complete, authenticate and deliver in the name of
the designated transferee or transferees, one or more new Notes of authorized denominations in
the principal amount specified on such Note.
(vii)
The Fiscal Agent shall have no liability whatsoever to any party so long as it registers the
transfer in accordance with the instructions described herein.
All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Issuer,
evidencing the same debt, and entitled to the same benefits under the Agency Agreement as the Notes
surrendered upon such transfer or exchange. Each Note authenticated and delivered upon any transfer
or exchange for or in lieu of the whole or any part of any Note shall carry all the rights to interest
(including any Arrears of Interest and Additional Interest Amounts), if any, and additional amounts, if

any, in each case accrued and unpaid and to accrue, which were carried by the whole or such part, as
the case may be, of such Note.
The Issuer or Fiscal Agent may decline to exchange or register the transfer of any Note during the
period of 15 days preceding (i) the due date for any payment of principal of or interest (including
Arrears of Interest and Additional Interest Amounts) on or additional amounts with respect to the Notes
or (ii) the date on which Notes are scheduled for redemption pursuant to Condition 6.
Transfer, registration and exchange shall be permitted and executed as provided in this Condition 2
without any charge to the Holder other than any taxes or governmental charges payable on transfers or
any expenses of delivery by other than regular mail, but subject to such reasonable regulations as the
Issuer and the Fiscal Agent may prescribe. Registration of the transfer of a Note by the Fiscal Agent
shall be deemed to be the acknowledgment of such transfer on behalf of the Issuer.
Upon the transfer, exchange or replacement of Notes not bearing the Rule 144A Legend (as defined
herein), the Fiscal Agent shall deliver Notes that do not bear the Rule 144A Legend. Upon the transfer,
exchange or replacement of Notes bearing the Rule 144A Legend, the Fiscal Agent shall deliver only
Notes that bear the Rule 144A Legend unless the circumstances contemplated by Condition 2(b)(i)(y)
above exist.
(c)
Depositary Procedures
The following description of the operations and procedures of DTC, Euroclear and Clearstream,
Luxembourg is provided solely as a matter of convenience. These operations and procedures are solely
within the control of the respective settlement systems and are subject to changes by them from time to
time. The Issuer and the Dealers take no responsibility for these operations and procedures and urge
investors to contact the system of their participants directly to discuss these matters.
DTC has advised the Issuer that DTC is a limited-purpose trust company organized under the laws of
the State of New York, a member of the Federal Reserve System, a "banking organization" within the
meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to
the provision of Section 17A of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange
Act"). DTC was created to hold securities for its participating organizations (collectively, the
"Participants") and to facilitate the clearance and settlement of transactions in those securities between
Participants through electronic book-entry changes in the accounts of its Participants. The Participants
include securities brokers and dealers (including the agents, banks, trust companies, clearing
corporations and certain other organizations). Access to DTC's system is also available to other entities
such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial
relationship with a Participant either directly or indirectly (collectively, the "Indirect Participants").
Persons who are not Participants may beneficially own securities held by or on behalf of DTC only
through the Participant or the Indirect Participants. The ownership interests in, and transfers of
ownership interests in, each security held by or on behalf of DTC are recorded on the records of the
Participant and Indirect Participants.
DTC has also advised the Issuer that, pursuant to procedures established by it, (i) upon deposit of
Global Notes, DTC will credit the accounts of Participants designated by the Initial Purchasers with
portions of the principal amount of the Global Notes and (ii) ownership of such interest in the Global
Notes will be shown on, and the transfer of ownership thereof will be affected only through, records
maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants
(with respect to other owners of beneficial interests in the Global Notes).
Investors in the Global Notes may hold their interest therein directly through DTC, if they are
Participants in such system, or indirectly through organizations (including Euroclear and Clearstream,
Luxembourg) which are Participants in such system. Euroclear and Clearstream, Luxembourg will hold
interests in the Regulation S Global Note on behalf of their participants through customers' securities
accounts in their respective names on the books of their respective depositories. All interests in a Global
Note, including those held through Euroclear or Clearstream, Luxembourg, may be subject to the
procedures and requirements of DTC. Those interests held through Euroclear or Clearstream,
Luxembourg may also be subject to the procedures and requirements of such systems. The laws of
some states require that certain persons take physical delivery in definitive form of securities that they
own. Consequently, the ability to transfer beneficial interests in a Global Notes to such persons will be

limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf
of Indirect Participants and certain banks, the ability of a person having a beneficial interest in a Global
Note to pledge such interest to persons or entities that do not participate in the DTC system, or
otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate
evidencing such interest.
Except as described below, owners of interests in the Global Notes registered in the name of DTC or its
nominee will not be considered the registered owners or "Holders" thereof under the Agency
Agreement for any purpose.
Payments in respect of the principal, premium, if any, and interest on a Global Note registered in the
name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the
Agency Agreement. Under the terms of the Agency Agreement, the Issuer will treat the persons in
whose names the Notes, including the Global Notes, are registered as the owners thereof for the purpose
of receiving such payments and for any and all other purposes whatsoever. Consequently, neither the
Issuer, the Fiscal Agent nor any agent of, the Issuer or the Fiscal Agent has or will have any
responsibility or liability for (i) any aspect of DTC's records or any Participants' or Indirect Participants'
records relating to or payments made on account of beneficial ownership interests in the Global Notes,
or for maintaining, supervising or reviewing any of DTC's records or any Participants' or Indirect
Participants' records relating to or payments made on account of beneficial ownership interests in the
Global Notes or (ii) any other matter relating to the actions and practices of DTC or any of its
Participants or Indirect Participants. DTC has advised the Issuer that its current practice, upon receipt of
any payment in respect of securities such as the Notes (including principal and interest), is to credit the
accounts of the relevant Participants with the payment on the interest payment date, in amounts
proportionate to their respective holdings in the principal amount of the beneficial interests in the
relevant security as shown on the records of DTC unless DTC has reason to believe it will not receive
payment on such interest payment date. Payments by the Participants and the Indirect Participants to the
beneficial owners of Notes will be governed by standing instructions and customary practices and will
be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of
DTC or the Issuer. Neither the Issuer nor the Paying Agents will be liable for any delay by DTC or any
of its Participants in identifying the beneficial owners of the Notes, and the Issuer and the Paying
Agents may conclusively rely on and will be protected in relying on instructions from DTC or its
nominee for all purposes.
Except for trades involving only Euroclear and Clearstream, Luxembourg participants, interests in the
Global Notes are expected to be eligible to trade in DTC's Same Day Funds Settlement System, and
secondary market trading activity in such interests will, therefore, settle in immediately available funds,
subject in all cases to the rules and procedures of DTC and its Participants.
Subject to the transfer restrictions set forth under "Transfer Restrictions," transfers between Participants
in DTC will be effected in accordance with DTC's procedures, and will be settled in same day funds,
and transfers between participants in Euroclear and Clearstream, Luxembourg will be effected in the
ordinary way in accordance with their respective rules and operating procedures.
Subject to compliance with the transfer restrictions applicable to the Notes described herein, cross-
market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream,
Luxembourg participants, on the other hand, will be effected through DTC in accordance with DTC's
rules on behalf of Euroclear or Clearstream, Luxembourg, as the case may be, by its respective
depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or
Clearstream, Luxembourg, as the case may be, by the counterparty in such system in accordance with
the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear
or Clearstream, Luxembourg, as the case may be, will, if the transaction meets its settlement
requirements, deliver instructions to its respective depositary to take action to effect final settlements on
its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or
receiving payment in accordance with normal procedures for same-day funds settlement applicable to
DTC. Euroclear participants and Clearstream, Luxembourg participants may not deliver instructions
directly to the depositories for Euroclear or Clearstream, Luxembourg.
DTC has advised the Issuer that it will take any action permitted to be taken by a Holder of Notes only
at the direction of one or more Participants to whose account DTC has credited the interest in the
Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to

which such Participant or Participants has or have given such direction. However, if there is an Event of
Default under the Notes, DTC reserves the right to exchange the Global Notes for Notes in definitive
form, and to distribute such Notes to its Participants (as described below).
Although DTC, Euroclear and Clearstream, Luxembourg have agreed to the foregoing procedures to
facilitate transfers of interest in the Global Notes among Participants in DTC, Euroclear and
Clearstream, Luxembourg, they are under no obligation to perform or to continue to perform such
procedures, and such procedures may be discontinued at any time. Neither the Issuer, the Fiscal Agent
nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear
or Clearstream, Luxembourg or their respective participants or indirect participants of their respective
obligations under the rules and procedures governing their operations.
Exchange of Global Notes for Definitive Registered Notes
A Global Note is exchangeable for definitive Notes in registered definitive form ("Definitive
Registered Notes") if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary
for the Global Notes or has ceased to be a clearing agency registered under the Exchange Act and, in
either case, the Issuer thereupon fail to appoint a successor depositary within 120 days after the date of
such notice or; (ii) the Issuer, at their option, notify the Fiscal Agent and the Paying Agent in writing
that they elect to cause the issuance of the Definitive Registered Notes or; (iii) DTC so requests after
there shall have occurred and continuing an Event of Default with respect to the Notes of such series. In
all cases, Definitive Registered Notes delivered in exchange for any Global Note or beneficial interests
therein will be registered in the names, and issued in any approved denominations, requested by or on
behalf of the depositary in accordance with its customary procedures and will bear the restrictive legend
referred to in "Transfer Restrictions," unless the Issuer determines otherwise in compliance with
applicable law.
Exchange of Definitive Registered Notes for Global Notes
Registered Notes issued in definitive form that are "restricted securities" within the meaning of Rule
144 under the Securities Act may not be transferred for beneficial interests in any Global Note unless
the transferor first delivers to the Fiscal Agent and the Paying Agent a written certificate to the effect
that such transfer will comply with the appropriate transfer restrictions applicable to such Notes.
Exchange or Transfer of Definitive Registered Notes
Definitive Registered Notes may be exchanged or transferred by presenting or surrendering such
Definitive Registered Notes at the corporate trust office of the Fiscal Agent with a written instruction of
transfer in form satisfactory to the Fiscal Agent, duly executed by such Holder or his attorney, duly
authorized in writing. If the Notes being exchanged or transferred are "restricted securities," such
Holder shall also provide a written certificate to the effect that such transfer will comply with the
appropriate transfer restriction applicable to such Notes.
Exchange Among Regulation S Global Note and Rule 144A Global Note
On or prior to a date that is 40 days after the issue date of such Note, beneficial interests in a Regulation
S Global Note may be transferred to a person who wishes to hold an interest in a Rule 144 A Global
Note only upon receipt by the Fiscal Agent of a written certification from the transferor (in the form set
out in the Agency Agreement) to the effect that such transfer is being made to a person whom the
transferor reasonably believes is a QIB within the meaning of Rule 144A purchasing for its own
account or for the account of a qualified institutional buyer, in a transaction meeting the requirements of
Rule 144A and in accordance with any applicable securities laws of any state of the United States.
Interests in a Rule 144A Global Note may also be transferred to a person who wishes to hold an interest
through a Regulation S Global Note, but only upon receipt by the Fiscal Agent and the Paying Agent of
a written certification from the transferor to the effect that such transfer is being made in accordance
with Rule 903 or Rule 904 of Regulation S or with Rule 144A (if available) under the Securities Act.
Any interest in either a Rule 144A Global Note or a Regulation S Global Note that is transferred to a
person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease
to be an interest in such Global Note and become an interest in the other Global Note and, accordingly,

will thereafter be subject to all transfer restrictions and other procedures applicable to an interest in such
other Global Note.
Same Day Settlement and Payment
The Notes represented by the Global Notes will be eligible to trade in DTC's Same Day Funds
Settlement System, and any permitted secondary market trading activity in such Notes will, therefore,
be required by DTC to be settled in immediately available funds. The Issuer expects that secondary
trading in any Definitive Registered Notes will also be settled in immediately available funds.
Because of time zone differences, the securities account of a Euroclear or Clearstream, Luxembourg
participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any
such crediting will be reported to the relevant Euroclear or Clearstream, Luxembourg participant,
during the securities settlement processing day (which must be a business day for Euroclear and
Clearstream, Luxembourg) immediately following the settlement date of DTC. DTC has advised the
Issuer that cash received in Euroclear or Clearstream, Luxembourg as a result of sales of interest in a
Global Note by or through a Clearstream, Luxembourg participant to a Participant in DTC will be
received with value on the settlement date of DTC but will be available in the relevant Euroclear or
Clearstream, Luxembourg cash account only as of the business day for Euroclear or Clearstream,
Luxembourg following DTC's settlement date.
(d)
Rule 144A Legend
Upon the transfer, exchange or replacement of the Notes bearing the private placement legend (the
"Rule 144A Legend") for the purpose of Rule 144A under the Securities Act set forth in the form of the
Note scheduled to the Agency Agreement, the Fiscal Agent shall deliver only Notes that also bear such
legend unless there is delivered to the Issuer and to the Fiscal Agent such satisfactory evidence, which
may include an opinion, reasonably satisfactory to the Issuer, of counsel experienced in giving opinions
with respect to questions arising under the securities laws of the United States, that neither the Rule
144A Legend nor the restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act or
that such Notes are not "restricted securities" within the meaning of Rule 144 under the Securities Act.
The Issuer covenants and agrees that it will not acquire any beneficial interest, and will cause its
Banking Affiliates not to acquire any beneficial interest, in any Note bearing the Rule 144A Legend
unless it notifies the Fiscal Agent in writing of such acquisition. The Fiscal Agent and all Noteholders
will be entitled to rely without further investigation on any such notification (or lack thereof). "Banking
Affiliate" means for the purpose of this Condition 2(d) any entity controlled, directly or indirectly, by
the Issuer, any entity that controls the Issuer, directly or indirectly, or any entity under common control
with the Issuer, and which is in each case, a credit institution whose business is to receive deposits or
other repayable funds from the public and to grant credits for its own account. For this purpose
"control" of the Issuer or any entity means ownership of a majority of the voting power of the Issuer or
such entity
3.
Status
(1)
Status--Unsubordinated Notes
(a)
This Condition 3(1) is applicable in relation to the Notes specified in the relevant
Pricing Supplement as being Unsubordinated or not specified as being subordinated
(the "Unsubordinated Notes").
(b)
The Unsubordinated Notes of each Series constitute unsecured and unsubordinated
obligations of the Issuer and rank pari passu without any preference among
themselves and at least pari passu with all other outstanding unsecured and
unsubordinated obligations of the Issuer, present and future.
(2)
Status; Conversion and Reconversion--Subordinated Notes
(a)
This Condition 3(2) is applicable in relation to Notes specified in the relevant Pricing
Supplement as being Dated Subordinated Notes, Undated Subordinated Notes or
Capital Contribution Securities (each as defined herein, and together, unless the
context otherwise requires, the "Subordinated Notes").

(b) Dated Subordinated Notes
The Dated Subordinated Notes (being those Notes specified in the relevant Pricing
Supplement as being Dated Subordinated and which have a specified maturity) (the
"Dated Subordinated Notes") constitute and will constitute direct and unsecured
obligations of the Issuer and rank and will rank pari passu without any preference
among themselves. In the event of liquidation or bankruptcy of the Issuer, the rights of
Holders of any Dated Subordinated Notes to payments of the outstanding principal
amount and any other amounts in respect of the Dated Subordinated Notes (including
any accrued and unpaid interest amount or damages awarded for breach of any
obligations under these Conditions, if any are payable) shall (i) be subordinated to the
claims of all Senior Creditors of the Issuer; (ii) rank at least pari passu with the claims
of all subordinated creditors of the Issuer which in each case by law rank, or by their
terms, are expressed to rank pari passu with the Dated Subordinated Notes; and (iii)
rank senior to any Junior Securities of the Issuer.
No Holder of Dated Subordinated Notes who shall in the event of the liquidation or
bankruptcy of the Issuer be indebted to the Issuer shall be entitled to exercise any right
of set-off or counterclaim against moneys owed by the Issuer in respect of such Dated
Subordinated Notes.
(c) Undated Subordinated Notes
The Undated Subordinated Notes (being those Notes specified in the relevant Pricing
Supplement as being Undated Subordinated and which do not have a specified
maturity) (the "Undated Subordinated Notes") constitute and will constitute
unsecured, subordinated obligations of the Issuer. The Issuer reserves the right to issue
or incur other undated subordinated obligations in the future, provided, however, that
any such undated subordinated obligations may not in the event of liquidation
(likvidation) or bankruptcy (konkurs) of the Issuer rank prior to the Undated
Subordinated Notes.
In the event of the liquidation (likvidation) or bankruptcy (konkurs) of the Issuer, the
rights of the Holders of any Undated Subordinated Notes to payments on or in respect
of such Undated Subordinated Notes, whether or not the whole or any part of the
principal amount of the Undated Subordinated Notes (together with accrued but unpaid
interest including Arrears of Interest and any Additional Interest Amount (as defined
in Condition 4(6)(c)) has been made available to avoid the Issuer being obliged to
enter into liquidation and such amount has been converted into conditional capital
contributions as described below, provided that the Articles of Association of the
Issuer have been amended substantially to the effect set out below, will rank:
(i)
pari passu without any preference among the Undated Subordinated Notes;
(ii)
at least pari passu with all outstanding undated subordinated obligations of
the Issuer whether or not so converted as described below;
(iii)
in priority to payments to holders of all classes of share capital, preference
share capital and capital contribution securities (primärkapitaltillskott) of
the Issuer in their capacity as such holders and any obligation of the Issuer
expressed to rank junior to the Undated Subordinated Notes; and
(iv)
junior in right of payment to the payment of any present or future claims of
(x) depositors of the Issuer, (y) other unsubordinated creditors of the Issuer,
and (z) subordinated creditors of the Issuer in respect of Subordinated
Indebtedness having a fixed maturity (including Dated Subordinated Notes).
The Issuer reserves the right to issue or incur other undated subordinated obligations in
the future, provided, however, that any such undated subordinated obligations may not
in the event of liquidation (likvidation) or bankruptcy (konkurs) of the Issuer rank prior
to the Undated Subordinated Notes.

Utilization and Conversion
To the extent that may be required to avoid the Issuer being obliged to enter into
liquidation (likvidation), the shareholders of the Issuer, by resolution passed at a
general meeting (annual or extraordinary), may decide that the principal amount of the
Undated Subordinated Notes (together with Accrued Interest) will be utilized for the
purposes of the Issuer avoiding being obliged to enter into liquidation (however any
Accrued Interest should be entered as liabilities before they can be appropriated), by
writing down the principal amount (together with Accrued Interest) by the amount
required to avoid liquidation (likvidation) and to restore capital to a level which is
equal to the registered share capital of the Issuer and converting such amount (the
"Converted Amount") into a conditional capital contribution (villkorat
kapitaltillskott). The rights of the Holders of the Undated Subordinated Notes in
respect of the principal amount and Accrued Interest so utilized will thereupon be
converted into rights of providers of conditional capital contributions as set out below.
Interest will not accrue on the Converted Amount, but Holders of the Undated
Subordinated Notes shall be compensated for loss of interest before payments to
shareholders are made, as further described below.
Upon utilization of the Converted Amount (as described above), the Issuer shall give
notice to the Fiscal Agent and the Holders of the Undated Subordinated Notes in
accordance with the Agency Agreement.
Utilization of the principal amount of the Undated Subordinated Notes (together with
Accrued Interest) for the purpose of the Issuer avoiding being obliged to enter into
liquidation (likvidation) shall be made pro rata to the principal amount (and accrued
but unpaid interest) of other undated subordinated notes ranking pari passu with the
Undated Subordinated Notes other than capital contribution securities
(primärkapitaltillskott) and other undated subordinated debt ranking junior to the
Undated Subordinated Notes, and may only be made after utilization (in full) for the
same purpose of any capital contribution securities (primärkapitaltillskott) or other
undated subordinated debt ranking junior to the Undated Subordinated Notes.
Utilization of the principal amount of the Undated Subordinated Notes (and Accrued
Interest) as aforesaid may only be made provided (a) that the SFSA shall have given its
approval thereto and (b) that the Articles of Association of the Issuer shall, in
connection with the implementation of such decision, have been amended by the
incorporation of a duly registered Article substantially to the following effect (unless
the same is provided for under Swedish law or unless the Articles of Association have
previously been amended in connection with a prior such utilization of the Undated
Subordinated Notes or of other undated subordinated debt for the purpose of avoiding
being obliged to enter into liquidation (likvidation) and such Article has not since been
amended):
"Until an amount equal to the portion of the principal amount of the Undated
Subordinated Notes (and of Accrued Interest) which has been converted to a
conditional capital contribution (villkorat kapitaltillskott) has been reinstated
as debt in full in the balance sheet of the Issuer, or such amount has been
redeemed (such redemption having been approved by the SFSA) and the
Issuer has paid an amount equal to the interest (calculated in accordance with
the terms for calculating Arrears of Interest) that would have accrued on the
Undated Subordinated Notes in the absence of the conversion of such amount
as aforesaid, the Issuer may neither distribute dividends or otherwise make
payments to its shareholders (except (i) in respect of claims that, in
bankruptcy (konkurs) or liquidation (likvidation), would have priority in right
of payment over undated subordinated obligations, or (ii) in connection with
the distribution of assets in the event of merger as provided by law) nor
redeem any capital contributions that may have been made by shareholders
(aktieägartillskott). Notwithstanding the foregoing, the Issuer may, however,
make payments to its shareholders, provided that, in connection with such
payment, other measures are taken (i) to ensure that neither the share capital

(including restricted reserves) nor the nonrestricted reserves of the Issuer will
be reduced as compared with the amount of the share capital (including
restricted reserves) and of the non-restricted reserves prior to the payment
decision or; (ii) which will otherwise ensure that the interests of the
Noteholders are not adversely affected in any respect as a result of such
payment to shareholders. In the event of dissolution of the Issuer holders of
Undated Subordinated Notes shall be repaid in priority to any security ranking
junior to Undated Subordinated Notes. Notwithstanding the conversion of the
whole or any part of the portion of the principal amount of the Undated
Subordinated Notes to a conditional capital contribution (villkorat
kapitaltillskott) as described above, in the event of bankruptcy (konkurs) or
liquidation (likvidation) of the Issuer, the rights of the holders of any Undated
Subordinated Notes so converted to payments on or in respect of such
conditional capital contribution (villkorat kapitaltillskott) shall rank in
accordance with the subordination provisions applying to the Undated
Subordinated Notes immediately prior to such conversion, as set out in the
conditions of the Undated Subordinated Notes."
The principal amount of the Undated Subordinated Notes (together with Accrued
Interest) may be utilized and converted as described above on one or more occasions.
During any period(s) in which part of the principal amount of the Undated
Subordinated Notes has been made available and converted as aforesaid, interest shall
accrue on the balance of the principal amount of the Undated Subordinated Notes at
the rate of interest as set out under Condition 4(6)(c) below.
Utilization (as described above) of the principal of the Undated Subordinated Notes
(and of Accrued Interest) shall not constitute an Event of Default under the Conditions
of the Undated Subordinated Notes.
Reconversion and Reinstatement
Reconversion and reinstatement as debt of the portion of the principal amount of the
Undated Subordinated Notes (together with Accrued Interest) which has been
converted to a conditional capital contribution (villkorat kapitaltillskott) and payment
of an amount equal to the interest that would have accrued on the Undated
Subordinated Notes in the absence of such conversion may only be made out of
Available Distribution Funds of the Issuer and subject to a resolution of the
shareholders passed at a general meeting.
Reconversion and reinstatement as debt of the portion of the principal amount of the
Undated Subordinated Notes (together with Accrued Interest) which has been
converted to a conditional capital contribution (villkorat kapitaltillskott) shall be made
pro rata with any amounts converted in respect of other undated subordinated
indebtedness ranking pari passu with the Undated Subordinated Notes (excluding any
indebtedness which constitutes capital contribution securities (primärkapitaltillskott)
or which is expressed to rank junior to the Undated Subordinated Notes) and prior to
reconversion and reinstatement in respect of capital contribution securities
(primärkapitaltillskott) (or other indebtedness expressed to rank junior to the Undated
Subordinated Notes).
Upon reconversion and reinstatement as debt of any portion of the Converted Amount
as described above, the Issuer shall give notice to the Fiscal Agent and Holders of
Undated Subordinated Notes in accordance with the Agency Agreement.
If and to the extent that the Converted Amount has been reconverted and reinstated as
debt in the balance sheet of the Issuer, interest thereon shall start to accrue again, and
become payable in accordance with the terms of the Undated Subordinated Notes, as
from the date of such reinstatement.
Redemption after Conversion