Obligation Nordia Bank Abp 6.625% ( US65559CAA99 ) en USD

Société émettrice Nordia Bank Abp
Prix sur le marché refresh price now   100.625 %  ▲ 
Pays  Finlande
Code ISIN  US65559CAA99 ( en USD )
Coupon 6.625% par an ( paiement semestriel )
Echéance Perpétuelle



Prospectus brochure de l'obligation Nordea Bank Abp US65559CAA99 en USD 6.625%, échéance Perpétuelle


Montant Minimal 200 000 USD
Montant de l'émission 1 250 000 000 USD
Cusip 65559CAA9
Notation Standard & Poor's ( S&P ) BBB ( Qualité moyenne inférieure )
Prochain Coupon 26/09/2025 ( Dans 84 jours )
Description détaillée 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 émise par Nordia Bank Abp ( Finlande ) , en USD, avec le code ISIN US65559CAA99, paye un coupon de 6.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Nordia Bank Abp ( Finlande ) , en USD, avec le code ISIN US65559CAA99, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







CONDITIONS FOR USD 1,250,000,000 PERPETUAL NON-CALL 7 ADDITIONAL TIER 1 CONVERSION
NOTES (REGULATION S ISIN US65559D2A65, RULE 144A ISIN US65559CAA99)
This general description of the Programme contains the Terms and Conditions of the Additional Tier 1 Conversion
Notes which (subject to completion of the Pricing Supplement for each Series of Additional Tier 1 Conversion Notes)
will be incorporated by reference into each Additional Tier 1 Conversion Note. The relevant Pricing Supplement in
relation to any Series of Additional Tier 1 Conversion 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 Additional Tier 1 Conversion Notes. The relevant Pricing
Supplement will be endorsed upon, or attached to, each Additional Tier 1 Conversion Note. The paragraphs appearing
in italics below are included for disclosure purposes only and do not form part of the terms and conditions of the
Additional Tier 1 Conversion Notes.
Nordea Bank Abp, a public limited liability company incorporated in Finland ("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
(the "Notes" including, for the avoidance of doubt, the Additional Tier 1 Conversion 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 27 November 2018 (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 and conversion agent (the "Paying and Conversion 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 and Conversion 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 27 November 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 Additional Tier 1 Conversion Notes are issued in separate series (each, a "Series") and the Additional Tier 1
Conversion 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 Additional Tier 1 Conversion 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 plc trading as Euronext Dublin ("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 Additional Tier
1 Conversion 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 Additional Tier 1 Conversion Notes
producing evidence to the Issuer and the Fiscal Agent as to its holding of Additional Tier 1 Conversion Notes and
identity.
These Conditions apply to the Additional Tier 1 Conversion Notes.
References in these Conditions to Additional Tier 1 Conversion Notes are to the Additional Tier 1 Conversion Notes of the
relevant
1.
Series
Interp and
retatiany
on
references to Coupons, as defined below, are to Coupons relating to Additional Tier 1
Conversion Notes of the relevant Series.
(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 Conversion Notes" has the meaning given to such term in Condition 4 (Status).
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"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 in order 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 Mid-Swap Floating Leg Benchmark Rate or
Reference Rate (as applicable) with the Successor Rate or Alternative Benchmark Rate (as
applicable).
"Affected Noteholder" has the meaning given to such term in Condition 7(d)(v) (Settlement Procedure).
"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 then in effect in the Relevant Jurisdiction including, without limitation to the
generality of the foregoing, CRD IV, the SRM Regulation, BRRD, and those regulations, requirements,
guidelines and policies relating to capital adequacy adopted by the Competent Authority, from time to
time, and then in effect (whether or not such requirements, guidelines or policies have the force of law
and whether or not they are applied generally or specifically to the Nordea Group).
"Automatic Conversion" means the automatic conversion of the Additional Tier 1 Conversion Notes
into the Conversion Shares at the Conversion Price, in accordance with Condition 7 (Loss Absorption
Mechanism).
"Automatic Conversion Notice" means the written notice to be delivered by the Issuer to the
Noteholders in accordance with Condition 15 (Notices) and to the Fiscal Agent specifying (i) that a
Trigger Event has occurred, (ii) the CET1 Ratio as at the relevant time, (iii) the Conversion Date and the
expected Registration Date, (iv) the Conversion Price then prevailing and (v) instructions for
Noteholders to receive the relevant Conversion Shares from the Settlement Shares Depositary as
described in Condition 7(d) (Settlement Procedure) or, if the Issuer has been unable to appoint the
Settlement Shares Depositary, the other arrangements for the Noteholders to receive the relevant
Conversion Shares as referred to in the last paragraph of Condition 7(d) (Settlement Procedure).
"Automatic Conversion Settlement Notice" has the meaning given to it in Condition 7(b) (Automatic
Conversion Procedure).
"Benchmark Event" has the meaning given in Condition 5(8) (Benchmark Replacement).
"BRRD" means Directive 2014/59/EU of 15 May 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.
"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 Additional Tier 1 Conversion Notes denominated in euro, which is a TARGET
Settlement Day;
(b)
in relation to Additional Tier 1 Conversion 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 Additional Tier 1
Conversion Notes or Coupons, in the relevant place of presentation and/or surrender.
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"Business Day Convention", in relation to any particular date, has the meaning given in the relevant
Pricing Supplement and, if so specified in the relevant Pricing Supplement, may have different meanings
in relation to different dates and, in this context, the following expressions shall have the following
meanings:
(a)
"Following Business Day Convention" means that the relevant date shall be postponed to the
first following day that is a Business Day;
(b)
"Modified Following Business Day Convention" or "Modified Business Day Convention"
means that the relevant date shall be postponed to the first following day that is a Business Day
unless that day falls in the next calendar month in which case that date will be the first preceding
day that is a Business Day;
(c)
"Preceding Business Day Convention" means that the relevant date shall be brought forward
to the first preceding day that is a Business Day;
(d)
"FRN Convention", "Floating Rate Convention" or "Eurodollar Convention" means that
each relevant date shall be the date which numerically corresponds to the preceding such date
in the calendar month which is the number of months specified in the relevant Pricing
Supplement as the Specified Period after the calendar month in which the preceding such date
occurred provided, however, that:
(i)
if there is no such numerically corresponding day in the calendar month in which any
such date should occur, then such date will be the last day which is a Business Day in
that calendar month;
(ii)
if any such date would otherwise fall on a day which is not a Business Day, then such
date will be the first following day which is a Business Day unless that day falls in the
next calendar month, in which case it will be the first preceding day which is a Business
Day; and
(iii)
if the preceding such date occurred on the last day in a calendar month which was a
Business Day, then all subsequent such dates will be the last day which is a Business
Day in the calendar month which is the specified number of months after the calendar
month in which the preceding such date occurred; and
(e)
"No Adjustment" or "unadjusted" means that the relevant date shall not be adjusted in
accordance with any Business Day Convention.
"Calculation 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 Pricing Supplement.
"Calculation Amount" has the meaning given in the relevant Pricing Supplement, provided that if the
principal amount of each Additional Tier 1 Conversion 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 (Notices) 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 Additional Tier 1 Conversion Notes 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 Tier 1 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 Additional Tier 1
Conversion Notes arising by reason of any applicable limit on the amount of such capital under the
Applicable Banking Regulations from time to time).
"Cash Dividend" means any dividend or distribution in respect of the Ordinary Shares which is to be
paid or made to Shareholders as a class in cash (in whatever currency) and however described and
whether payable out of share premium account, profits, retained earnings or any other capital or revenue
reserve or account, and including a distribution or payment to Shareholders upon or in connection with
a reduction of capital.
"Cash Proceeds" has the meaning given to such term in Condition 7(d)(v) (Settlement Procedure).

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"Central Securities Depository" means Euroclear Finland Oy or any other such central securities
depository within the European Economic Area appointed by the Issuer from time to time (or any
successor thereof) to carry out its duties to keep its share register.
"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 Exposure Amount 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 and without regards to the
Automatic Conversion that shall occur at such time in case of a Trigger Event.
"Competent Authority" means any authority having primary responsibility for the prudential
supervision of the Issuer and/or the Nordea Group at the relevant time.
"Compulsory Acquisition Proceedings" means any proceedings for the compulsory acquisition of the
Ordinary Shares pursuant to Chapter 18 of the Finnish Companies Act.
"Conditions to Redemption" means the conditions to redemption set out in Condition 6(f) (Redemption
and Purchase ­ Conditions to Redemption) or as otherwise specified in the relevant Pricing Supplement.
"Conversion Date" means the date on which an Automatic Conversion takes place, as set out in
Condition 7(a)(i) (Automatic Conversion).
"Conversion Price" means, if the Ordinary Shares are:
(a)
then admitted to trading on a Relevant Stock Exchange, the greater of:
(i)
the Current Market Price of an Ordinary Share on the Conversion Date translated, if
necessary, into the Specified Currency at the Prevailing Exchange Rate on the relevant
Conversion Date; and
(ii)
the Floor Price on the Conversion Date; or
(b)
not then admitted to trading on a Relevant Stock Exchange, the Floor Price on the Conversion
Date.
"Conversion Shares" means the Ordinary Shares which are issued automatically upon an Automatic
Conversion.
"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).

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"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.
"Current Market Price" means, in respect of an Ordinary Share at a particular date, the average of the
daily Volume Weighted Average Price of an Ordinary Share on each of the five consecutive dealing days
ending on the dealing day immediately preceding such date; provided that:
(a)
if at any time during the said five (5) dealing-day period the Volume Weighted Average Price
shall have been based on a price ex-dividend (or ex- any other entitlement) and during some
other part of that period the Volume Weighted Average Price shall have been based on a price
cum-dividend (or cum- any other entitlement), then:
(i)
if the Ordinary Shares to be issued and delivered do not rank for the dividend (or
entitlement) in question, the Volume Weighted Average Price on the dates on which
the Ordinary Shares shall have been based on a price cum-dividend (or cum- any other
entitlement) shall, for the purposes of this definition, be deemed to be the amount
thereof reduced by an amount equal to the Fair Market Value of any such dividend or
entitlement per Ordinary Share as at the date of first public announcement relating to
such dividend or entitlement, in any such case, determined on a gross basis and
disregarding any withholding or deduction required to be made on account of tax, and
disregarding any associated tax credit; or
(ii)
if the Ordinary Shares to be issued and delivered do rank for the dividend (or
entitlement) in question, the Volume Weighted Average Price on the dates on which
the Ordinary Shares shall have been based on a price ex-dividend (or ex- any other
entitlement) shall, for the purposes of this definition, be deemed to be the amount
thereof increased by an amount equal to the Fair Market Value of any such dividend
or entitlement per Ordinary Share as at the date of first public announcement relating
to such dividend or entitlement, in any such case, determined on a gross basis and
disregarding any withholding or deduction required to be made on account of tax, and
disregarding any associated tax credit,
and provided further that, if on each of the said five dealing days the Volume Weighted Average
Price shall have been based on a price cum-dividend (or cum- any other entitlement) in respect
of a dividend (or other entitlement) which has been declared or announced but the Ordinary
Shares to be issued and delivered do not rank for that dividend (or other entitlement), the
Volume Weighted Average Price on each of such dates shall, for the purposes of this definition,
be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of
any such dividend or entitlement per Ordinary Share as at the date of first public announcement
relating to such dividend or entitlement, in any such case, determined on a gross basis and
disregarding any withholding or deduction required to be made on account of tax, and
disregarding any associated tax credit; and
(b)
if the Volume Weighted Average Price of an Ordinary Share is not available on one or more of
the said five (5) dealing days (disregarding for this purpose the proviso to the definition of
Volume Weighted Average Price), then the average of such Volume Weighted Average Prices
which are available in that five (5) dealing-day period shall be used (subject to a minimum of
two such prices) and if only one, or no, such Volume Weighted Average Price is available in
the relevant period, the Current Market Price shall be determined in good faith by an
Independent Adviser.
"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

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(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;
"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;

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"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 date fixed for
redemption 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.
"Delivery Notice" means a notice in the form for the time being currently available from the specified
office of the Paying and Conversion Agent, which contains the relevant accounts and related details for
the delivery of any Conversion Shares (and for the payment of any Cash Dividend and Cash Proceeds as
provided in Condition 7(d) (Settlement Procedure)) and all relevant certifications and/or representations
as may be required by applicable law and regulations, and which are required to be delivered in
connection with the delivery of the Conversion Shares and/or payment of any Cash Dividend and Cash
Proceeds.
"Determination Agent" means the agent specified as such 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.
"Effective Date" means, in the case of an adjustment to the Floor Price pursuant to
Condition 7(g)(iii) (Adjustment of Floor Price), the first day on which the Ordinary Shares are traded ex-
rights, ex-options or ex-warrants on the Relevant Stock Exchange.
"Fair Market Value" means with respect to any property on any date, the fair market value of that
property as determined by an Independent Adviser in good faith, provided that (i) the Fair Market Value
of any cash amount shall be the amount of such cash; (ii) where options, warrants or other rights are
publicly traded on a stock exchange or securities market of adequate liquidity (as determined in good
faith by an Independent Adviser), the Fair Market Value of such options, warrants or other rights shall

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equal the arithmetic mean of the daily closing prices of such options, warrants or other rights during the
period of five dealing days on the relevant stock exchange or securities market commencing on such date
(or, if later, the first such dealing day such options, warrants or other rights are publicly traded) or such
shorter period as such options, warrants or other rights are publicly traded; (iv) where options, warrants
or other rights are not publicly traded on a stock exchange or securities market of adequate liquidity (as
aforesaid), the Fair Market Value of such options, warrants or other rights shall be determined in good
faith by an Independent Adviser, on the basis of a commonly accepted market valuation method and
taking account of such factors as it considers appropriate, including the market price per Ordinary Share,
the dividend yield of an Ordinary Share, the volatility of such market price, prevailing interest rates and
the terms of such options, warrants or other rights, including as to the expiry date and exercise price (if
any) thereof. Such amounts shall, in the case of (i) above, be translated into the Relevant Currency (if
declared, announced, made, paid or payable in a currency other than the Relevant Currency, and if such
amounts are payable at the option of the Issuer or a Shareholder in any currency additional to the Relevant
Currency, they shall be treated as payable in the Relevant Currency) at the rate of exchange used to
determine the amount payable to Shareholders who were paid or are to be paid or are entitled to be paid
such amounts in the Relevant Currency; and, in any other case, shall be translated into the Relevant
Currency (if expressed in a currency other than the Relevant Currency) at the Prevailing Exchange Rate
on that date. In addition, in the case of (i) above, the Fair Market Value shall be determined on a gross
basis and disregarding any withholding or deduction required to be made on account of tax, and
disregarding any associated tax credit.
"Finnish Companies Act" means the Companies Act (Fi: osakeyhtiölaki (2006/624), as amended).
"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 date of any final redemption.
"First Reset Rate of Interest" means, in respect of the First Reset Period and subject to Condition 5(5)
(Interest), 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.
"Floor Price" means an amount specified in the Specified Currency to be set out in the relevant Pricing
Supplement, subject to adjustment thereafter in accordance with Condition 7(g) (Adjustment of Floor
Price).
"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.
"Interest Amount" means, in relation to an Additional Tier 1 Conversion Note and an Interest Period,
the amount of interest payable in respect of that Additional Tier 1 Conversion Note for that Interest
Period.
"Interest Commencement Date" means the Issue Date of the Additional Tier 1 Conversion 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

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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 Conversion Notes.
"Maximum Distributable Amount" means any maximum distributable amount relating either to the
Issuer and/or the Nordea Group (as the case may be) required to be calculated in accordance with Article
141 of the CRD IV Directive or analogous restrictions arising from the requirement to meet capital
buffers under Applicable Banking Regulations 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.
"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 Additional Tier 1 Conversion 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 Pricing Supplement) (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 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)
(Interest), 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 Calculation Agent.
"Minimum Redemption Amount" has the meaning given in the relevant Pricing Supplement.
"Nordea Group" means the Issuer and its subsidiaries.
"Notice Cut-off Date" has the meaning given to such term in Condition 7(d)(ii) (Settlement Procedure).
"Offer Settlement Date" has the meaning given to it in Condition 7(e) (Settlement Shares Offer)

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"Ordinary Shares" means fully paid ordinary shares in the capital of the Issuer.
"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 liquidation or bankruptcy of the Issuer, pari passu with the Additional Tier 1 Conversion 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.
"Prevailing Exchange Rate" means, in respect of any currencies on any day, the spot rate of exchange
between the relevant currencies prevailing as at or about 12 noon (Central European Time or Central
European Summer Time, as the case may be) on that date as appearing on or derived from the Relevant
PER Screen Page or, if such a rate cannot be determined at such time, the rate prevailing as at or about
12 noon (Central European Time or Central European Summer Time, as the case may be) on the
immediately preceding day on which such rate can be so determined or, if such rate cannot be so
determined by reference to the Relevant PER Screen Page, the rate determined in such other manner as
an Independent Adviser shall in good faith prescribe.
"Qualifying Securities" has the meaning given in Condition 18.
"Rate of Interest" means (i) in the case of Additional Tier 1 Conversion Notes other than Reset Notes,
the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Additional
Tier 1 Conversion Notes specified in the relevant Pricing Supplement or calculated or determined in
accordance with the provisions of these Conditions; and (ii) in the case of Reset Notes, the Initial Rate
of Interest, the First Reset Rate of Interest or the Subsequent Reset Rate of Interest, as applicable.
"Reference Banks" has the meaning given in the relevant Pricing Supplement or, if none, four major
banks in the swap, money, securities or other market most closely connected with the relevant Mid- Swap
Rate as selected by the Issuer on the advice of an investment bank of international repute.
"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.
"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 Pricing Supplement.
"Registration Date" has the meaning given to such term in Condition 7(c) (The Conversion Shares).

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Document Outline