Obligation Nordia Bank Abp 0.375% ( XS2003499386 ) en EUR

Nordia Bank Abp

100 % ▲

Finlande

XS2003499386 ( en EUR )

0.375% par an ( paiement annuel )

28/05/2026 - Obligation échue

Prospectus brochure de l'obligation Nordea Bank Abp XS2003499386 en EUR 0.375%, 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 émise par Nordia Bank Abp ( Finlande ) , en EUR, avec le code ISIN XS2003499386, paye un coupon de 0.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/05/2026

IMPORTANT NOTICE
In accessing the attached base prospectus (the "Base Prospectus") you agree to be bound by the
following terms and conditions.
The information contained in the Base Prospectus may be addressed to and/or targeted at persons who are
residents of particular countries only as specified in the Base Prospectus and is not intended for use, and
should not be relied upon, by any person outside those countries. Prior to relying on the information
contained in the Base Prospectus, you must ascertain from the Base Prospectus whether or not you
are an intended addressee of, and eligible to view, the information contained therein.
The Base Prospectus does not constitute, and may not be used in connection with, an offer to sell or the
solicitation of an offer to buy securities in the United States or any other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, exemption from registration or qualification
under the securities law of any such jurisdiction.
The securities described in the Base Prospectus have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory
authority of any state or other jurisdiction of the United States and may include notes in bearer form that
are subject to U.S. tax law requirements. Subject to certain exceptions, such securities may not be offered,
sold or delivered within the United States or to, or for the account or benefit of, U.S. persons. The
securities described in the Base Prospectus will only be offered in offshore transactions to non-U.S.
persons in reliance upon Regulation S under the Securities Act ("Regulation S")).
For a more complete description of restrictions on offers and sales of the securities described in the Base
Prospectus, see pages i to vii and the section "Subscription and Sale".

BASE PROSPECTUS DATED 8 MAY 2019

NORDEA BANK ABP
(a public limited liability company organised under the laws of Finland)
50,000,000,000
Euro Medium Term Note Programme
Nordea Bank Abp (the "Issuer") has established a 50,000,000,000 Euro Medium Term Note Programme
(the "Programme"). This base prospectus supersedes any previous Base Prospectus, Information
Memorandum and Supplemental Information Memorandum in relation to the Programme. Any Notes (as
defined below) issued under the Programme on or after the date of this Base Prospectus are issued subject
to the provisions described herein. This does not affect any Notes already in issue.
The Issuer may from time to time issue Euro Medium Term Notes (the "Notes") on a subordinated or
unsubordinated basis, which expression shall include Bearer Notes and Registered Notes (each as defined
below), denominated in any currency as may be agreed with the relevant Dealer(s) (as defined below).
Notes issued pursuant to the Programme may include Notes issued by the Issuer designated as "Swiss
Franc Notes", "VP Notes", "VPS Notes" or "Swedish Notes" in the relevant Final Terms or Pricing
Supplement (each as defined below). The maximum amount of all Notes from time to time outstanding
will not exceed 50,000,000,000 (or its equivalent in other currencies at the time of agreement to issue,
subject as further set out herein). For the purposes of calculating amounts outstanding under the
Programme, all calculations will be made in euro.
Notes issued under the Programme (other than Exempt Notes) will have a denomination of at least
100,000 or its equivalent in any other currency.
The Notes will be issued on a continuing basis to one or more of the principal dealers or Swiss dealers
specified herein and any additional dealer appointed under the Programme from time to time, which
appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the
"Dealers").
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may
affect the abilities of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors"
below.
Arranger
BofA Merrill Lynch
Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Morgan Stanley
Natixis
NatWest Markets
Nordea
RBC Capital Markets
Société Générale Corporate & Investment Banking
UBS Investment Bank
UniCredit Bank

The date of this Base Prospectus is 8 May 2019.

- ii -

This Base Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") as
competent authority under the Prospectus Directive (as defined herein) and constitutes a base prospectus
for the purposes of the Prospectus Directive. The Central Bank only approves this Base Prospectus as
meeting the requirements imposed under Irish and European law pursuant to the Prospectus Directive.
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are
to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU on Markets in
Financial Instruments (as amended, "MiFID II") in the European Economic Area and/or offered to the
public in the European Economic Area other than in circumstances where an exemption is available under
Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in
this Base Prospectus to "Exempt Notes" are to Notes for which no prospectus is required to be published
under the Prospectus Directive. The Central Bank has neither approved nor reviewed information
contained in this Base Prospectus in connection with Exempt Notes.
Application will be made (i) to the Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext
Dublin") for Notes issued under the Programme (other than Exempt Notes (as defined herein)) to be
admitted to the official list (the "Official List") and trading on its regulated market (the "Main Market"),
(ii) to the United Kingdom Financial Conduct Authority (the "FCA") and London Stock Exchange plc
(the "London Stock Exchange") for Notes issued under the Programme (other than Exempt Notes) to be
admitted to listing on the official list of the FCA and to trading on the regulated market of the London
Stock Exchange, and (iii) to the Commission de Surveillance du Secteur Financier (the "CSSF") and the
Luxembourg Stock Exchange for Notes issued under the Programme (other than Exempt Notes) to be
admitted to trading on the regulated market of the Luxembourg Stock Exchange and to be listed on the
Official List of the Luxembourg Stock Exchange, in each case during the period of 12 months after the
date hereof. The Main Market, the regulated market of the London Stock Exchange and the regulated
market of the Luxembourg Stock Exchange are regulated markets for the purposes of MiFID II. Such
approvals relate only to the Notes which are to be admitted to trading on a regulated market for the
purposes of MiFID II and/or which are to be offered to the public in any Member State of the European
Economic Area.
Application has been made to Euronext Dublin for the approval of this Base Prospectus as base listing
particulars (the "Base Listing Particulars"). Application has been made to Euronext Dublin for Exempt
Notes issued under the Programme during the 12 months from the date of this Base Listing Particulars to
be admitted to the Official List and to trading on the Global Exchange Market (the "GEM") which is the
exchange regulated market of Euronext Dublin. The GEM is not a regulated market for the purposes of
MiFID II.
This Base Prospectus constitutes a Base Listing Particulars for the purposes of all Exempt Notes
(including, without limitation, any Exempt Notes listed on the GEM) and, for such purposes, does not
constitute a "prospectus" for the purposes of the Prospectus Directive. In the case of Exempt Notes, any
reference in this Base Prospectus to "Base Prospectus" shall be deemed to be a reference to "Base Listing
Particulars" unless the context requires otherwise.
The SIX Swiss Exchange Ltd (the "SIX Swiss Exchange") has approved the Programme as an "issuance
programme" for the listing of bonds on the SIX Swiss Exchange in accordance with the listing rules of the
SIX Swiss Exchange (the "SIX Listing Rules"). In respect of any Tranche (as defined herein) of Notes to
be listed on the SIX Swiss Exchange during the period of 12 months from the date of this Base Listing
Particulars, this Base Listing Particulars, together with the relevant Pricing Supplement, will constitute
the listing prospectus for purposes of the SIX Listing Rules.
The Programme also permits Notes to be issued on the basis that they will not be admitted to listing,
trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be
admitted to listing, trading and/or quotation by such other or further competent authorities, stock
exchanges and/or quotation systems as may be agreed with the Issuer (including the SIX Swiss Exchange,
in the case of Swiss Franc Notes).
Notice of the aggregate principal amount of, interest (if any) payable in respect of, the issue price of, and
any other terms and conditions not contained herein which are applicable to, each Tranche (as defined
below) of Notes will be set forth in a final terms (the "Final Terms") or, in the case of Exempt Notes, a
pricing supplement (the "Pricing Supplement"). In the case of Exempt Notes, any reference in this Base

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Prospectus to "Final Terms" shall be deemed to be a reference to "Pricing Supplement" unless the context
requires otherwise.
This Base Prospectus, including the Annexes hereto, which form part of this Base Prospectus, should be
read and construed together with any amendments or supplements hereto and with any other information
incorporated by reference herein and, in relation to any Tranche of Notes, should be read and construed
together with the relevant Final Terms.
Copies of each Final Terms in respect of a Tranche of Notes listed on any stock exchange and issued
pursuant to this Base Prospectus will be available from the specified offices of each of the Paying Agents
and (in the case of Notes which may be in registered form) from the specified office of the Registrar and
each of the Transfer Agents (see "Terms and Conditions of the Notes" herein). In the case of a Tranche of
Notes which is not admitted to listing, trading and/or quotation on any listing authority, stock exchange
and/or quotation system or which is not offered in the European Economic Area in circumstances where a
prospectus is required to be published under the Prospectus Directive (including Exempt Notes), copies of
the Final Terms will only be available for inspection during normal business hours at the specified office
of the Fiscal Agent in London and the registered office of the Issuer by the holders of such Notes
("Holders").
The Issuer may agree with any Dealer(s) that Notes may be issued in a form not contemplated by the
"Terms and Conditions of the Notes" herein, in which case a supplementary prospectus, if appropriate,
will be made available which will describe the effect of the agreement reached in relation to such Notes.
In the case of Exempt Notes, the relevant provisions relating to such Notes will be included in the
relevant Pricing Supplement.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this Base
Prospectus (including for this purpose, each relevant Final Terms) contains all information which is (in
the context of the Programme and the issue, offering and sale of the Notes) material; that such
information is true and accurate in all material respects and is not misleading in any material respect; that
any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading
in any material respect; that this Base Prospectus does not omit to state any material fact necessary to
make such information, opinions, predictions or intentions (in the context of the Programme and the
issue, offering and sale of the Notes) not misleading in any material respect; and that all proper enquiries
have been made to verify the foregoing.
Nordea Bank Abp accepts responsibility for the information contained in this Base Prospectus and the
Final Terms for each Tranche of Notes issued under the Programme and declares that, having taken all
reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the
best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other document entered into in relation to the Programme
or any information supplied by the Issuer or such other information as is in the public domain and, if
given or made, such information or representation should not be relied upon as having been authorised by
the Issuer or any Dealer.
Neither the Dealers nor the Arranger have separately verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility is accepted by the Dealers or the Arranger as to the accuracy or completeness of the
financial information contained in this Base Prospectus, or any other financial statements or any further
information supplied in connection with the Notes. The Dealers and the Arranger accept no liability in
relation to the financial information contained in this Base Prospectus or any other financial statements or
their distribution or with regard to any other information supplied in connection with the Notes. The
statements made in this paragraph are without prejudice to the responsibility of Nordea Bank Abp in its
capacity as Issuer under the Programme.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any
Note shall, in any circumstances, create any implication that the information contained in this Base
Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been
most recently amended or supplemented or that there has been no adverse change, or any event
reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer

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since the date thereof or, if later, the date upon which this Base Prospectus has been most recently
amended or supplemented or that any other information supplied in connection with the Programme is
correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus comes are required by the Issuer and the Dealers to inform themselves about and to observe
any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and
on distribution of this Base Prospectus or any Final Terms and other offering material relating to the
Notes see "Subscription and Sale".
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR THE ADEQUACY OF
THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY INCLUDE NOTES IN BEARER FORM THAT ARE SUBJECT TO
U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY
NOT BE OFFERED, SOLD OR, IN THE CASE OF BEARER NOTES, DELIVERED WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS. SEE
"SUBSCRIPTION AND SALE".
The Issuer is not a bank nor an authorised deposit-taking institution which is authorised under the
Banking Act 1959 (Cth) of Australia (the Australian Banking Act) nor is it authorised to carry on
banking business under the Australian Banking Act. The Notes are not obligations of any government
and, in particular, are not guaranteed by the Commonwealth of Australia. The Issuer is not supervised by
the Australian Prudential Regulation Authority. Notes that are offered for issue or sale or transferred in,
or into, Australia are offered only in circumstances that would not require disclosure to investors under
Part 6D.2 or Part 7.9 of the Corporations Act 2001 of Australia (the "Corporations Act") and will be
issued and transferred in compliance with the terms of the exemption from compliance with section 66 of
the Australian Banking Act that is available to the Issuer. Such Notes will be issued or transferred in, or
into, Australia in parcels of not less than A$500,000 in aggregate principal amount. An investment in any
Notes issued by the Issuer will not be covered by the depositor protection provisions in section 13A of the
Australian Banking Act and will not entitle Holders to claim under the financial claims scheme under
Division 2AA of the Australian Banking Act.
MIFID II product governance / target market  The Final Terms in respect of any Notes will include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect
of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MIFID Product Governance Rules.
An investment in the Notes may give rise to higher yields than a bank deposit placed with Nordea or with
any other investment firm in the Nordea Group (a "Nordea Bank Deposit"). However, an investment in
the Notes carries risks which are very different from the risk profile of a Nordea Bank Deposit. The Notes
are expected to have greater liquidity than a Nordea Bank Deposit since Nordea Bank Deposits are
generally not transferable. However, the Notes may have no established trading market when issued, and

- v -

one may never develop. See "Risk Factors--Risks Relating to the Notes--The Notes may not be freely
transferred" and "--There might not be an active trading market for the Notes". Investments in the Notes
do not benefit from any protection provided pursuant to Directive 2014/49/EU of the European
Parliament and of the Council on deposit guarantee schemes or any national measures implementing this
Directive in any jurisdiction. Payments on the Subordinated Notes are subordinated obligations of the
Issuer. Therefore, if the Issuer becomes insolvent or defaults on its obligations, investors investing in such
Notes in a worst case scenario could lose their entire investment. Further, as a result of the
implementation of BRRD (as defined herein), holders of the Notes may be subject to write-down or
conversion into equity on any application of the general bail-in tool and non-viability loss absorption,
which may result in such holders losing some or all of their investment. See "Risk Factors--Risks
Relating to the Notes--Regulatory action in the event of a failure of the Issuer could materially adversely
affect the value of the Notes, including in a manner which may result in holders of the Notes losing all or
a part of the value of their investment in the Notes or receiving a different security than the Notes" and
"--The Issuer may be subject to statutory resolution".
IMPORTANT EEA RETAIL INVESTORS - If the Final Terms in respect of any Notes includes a
legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of MiFID II; or (ii) a customer
within the meaning of Directive 2002/92/EC (as amended or superseded), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) in relation to
any Exempt Notes with a minimum denomination below 100,000 or its equivalent in any other currency,
not a qualified investor as defined in the Prospectus Directive. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering
or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPS Regulation.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any
of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase
any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below
may apply, any offer of Notes in any Member State of the "European Economic Area" which has
implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to
make an offer in that Relevant Member State of Notes which are the subject of an offering/placement
contemplated in this Base Prospectus as completed by final terms in relation to the offer of those Notes
may only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for
such offer has been approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the competent authority in that
Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive,
provided that any such prospectus has subsequently been completed by final terms which specify that
offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant
Member State and such offer is made in the period beginning and ending on the dates specified for such
purpose in such prospectus or final terms, as applicable. Except to the extent sub-paragraph (ii) above
may apply, neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any
offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or
supplement a prospectus for such offer.
BENCHMARKS REGULATION - Interest and/or other amounts payable under the Notes may be
calculated by reference to certain reference rates. Any such reference rate may constitute a benchmark for
the purposes of Regulation (EU) No 2016/1011 (the "Benchmarks Regulation"). If any such reference
rate does constitute such a benchmark, the relevant Final Terms will indicate whether or not the
benchmark is provided by an administrator included in the register of administrators and benchmarks

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established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to
Article 36 (Register of administrators and benchmarks) of the Benchmarks Regulation. Transitional
provisions in the Benchmarks Regulation may have the result that the administrator of a particular
benchmark is not required to appear in the register of administrators and benchmarks at the date of the
relevant Final Terms. The registration status of any administrator under the Benchmarks Regulation is a
matter of public record and, save where required by applicable law, the Issuer does not intend to update
relevant the Final Terms to reflect any change in the registration status of the administrator.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND
FUTURES ACT (CHAPTER 289 OF SINGAPORE) - The relevant Final Terms in respect of any
Notes may include a legend entitled "Singapore Securities and Futures Act Product Classification" which
will state the product classification of the Notes pursuant to section 309B(1) of the Securities and Futures
Act (Chapter 289 of Singapore) (the "SFA"). The Issuer will make a determination in relation to each
issue about the classification of the Notes being offered for purposes of section 309B(1)(a). Any such
legend included on the relevant Final Terms will constitute notice to "relevant persons" for purposes of
section 309B(1)(c) of the SFA.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any)
named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the
relevant Final Terms may over allot Notes or effect transactions with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may
not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at
any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of
Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation
action or over-allotment must be conducted by the Stabilising Manager(s) (or person(s) acting on behalf
of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
The language of the Base Prospectus is English. Certain legislative references and technical terms have
been cited in their original language in order that the correct technical meaning may be ascribed to them
under applicable law.
RATINGS
As of the date of this Base Prospectus, the long term (senior) debt ratings of the Issuer are:
Rating Agency
Rating
Moody's Investors Service Limited
Aa3
S&P Global Ratings Europe Limited
AA-
Fitch Ratings Limited
AA-
Moody's Investors Service Limited, S&P Global Ratings Europe Limited and Fitch Ratings Limited are
all established in the European Union (the "EU") and registered under Regulation (EC) No 1060/2009, as
amended (the "CRA Regulation").
Tranches of Notes to be issued under the Programme may be rated or unrated. Where a Tranche of Notes
is rated, the applicable rating(s) will be specified in the relevant Final Terms. Such rating will not
necessarily be the same as the rating(s) assigned to the Issuer or to Notes already issued. Whether or not
each credit rating applied for in relation to a relevant Tranche of Notes will be issued by a credit rating
agency established in the EU and registered under the CRA Regulation will be disclosed in the Final
Terms.
ESMA is obliged to maintain on its website, at https://www.esma.europa.eu/supervision/credit-rating-
agencies/risk, a list of credit rating agencies registered and certified in accordance with the CRA
Regulation. This list must be updated within five working days of ESMA's adoption of any decision to
withdraw the registration of a credit rating agency under the CRA Regulation. Therefore, such list is not
conclusive evidence of the status of the relevant rating agency as there may be delays between certain
supervisory measures being taken against a relevant rating agency and the publication of the updated
ESMA list.

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In general, European regulated investors are restricted from using a rating for regulatory purposes if such
rating is not issued by a credit rating agency established in the EU and registered under the CRA
Regulation (and such registration has not been withdrawn or suspended) unless (1) the rating is provided
by a credit rating agency not established in the EU but is endorsed by a credit rating agency established in
the EU and registered under the CRA Regulation (and such endorsement action has not been withdrawn
or suspended) or (2) the rating is provided by a credit rating agency not established in the EU, but which
is certified under the CRA Regulation (and such certification has not been withdrawn or suspended).
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
DEFINITIONS
In this Base Prospectus, the expression "Prospectus Directive" means Directive 2003/71/EC (as
amended or superseded) and includes any relevant implementing measure in the Relevant Member State.
References to "U.S.$", "U.S. dollars" or "dollars" are to United States dollars, references to "Euro",
"euro", "EUR" or "" are to the currency introduced at the start of the third stage of European economic
and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on
the introduction of the Euro as amended, references to "Swiss Francs", "Swiss francs" or "CHF" are to
Swiss Francs, references to "sterling" are to Pounds Sterling, references to "Yen" are to Japanese Yen,
references to "SEK" are to Swedish Krona, references to "NOK" are to Norwegian Kroner, references to
"DKK" are to Danish Krone and references to "Renminbi", "RMB" and "CNY" are to the lawful
currency of the People's Republic of China (excluding the Hong Kong Special Administrative Region of
the People's Republic of China, the Macau Special Administrative Region of the People's Republic of
China and Taiwan) (the "PRC"). References to the "Merger" mean the merger of Nordea Bank AB
(publ), the parent company of the Nordea Group before the Re-domiciliation (as defined below), into
Nordea Bank Abp through a cross-border reversed merger by way of absorption on the Completion Date
(as defined below). References to "Nordea" refer to Nordea Bank Abp except where it is clear from the
context that the term refers to Nordea Bank AB (publ), the parent company of the Nordea Group before
the Re-domiciliation. References to the "Nordea Group" or the "Group" are to the group of companies
for which Nordea is the parent company, except where it is clear from the context that the term refers to
any particular subsidiary or a group of subsidiaries. References to the "Completion Date" mean the date
of completion of the Merger being 1 October 2018. References to the "Re-domiciliation" mean the re-
domiciliation of the parent company of the Nordea Group from Sweden to Finland that was carried out
through the Merger.
Any reference in this Base Prospectus to any legislation (whether primary legislation or secondary
legislation made pursuant to primary legislation) shall, if the context so requires, be construed as a
reference to such legislation as the same may have been, or may from time to time be, amended or re-
enacted.
INFORMATION INCORPORATED BY REFERENCE
The following information, which has previously been published or is published simultaneously with this
Base Prospectus and has been submitted to and filed with the Central Bank, shall be deemed to be
incorporated in, and to form part of this document:
(1)
the terms and conditions set out on pages 68 to 115 of the base prospectus dated 29 November
2018 relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-
281780/Base%20Prospectus%20for%20Nordea%20Bank%20Abp%20EMTN%20Programme%
2029%20November%202018.pdf);
(2)
the terms and conditions set out on pages 68 to 111 of the base prospectus dated 4 May 2018
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-
262921/Base%20Prospectus%20for%20Nordea%20Bank%20AB%20EMTN%20Programme%2
04%20May%202018.pdf);
(3)
the terms and conditions set out on pages 62 to 101 of the base prospectus dated 16 May 2017
relating to the Programme under the heading "Terms and Conditions of the Notes"

- viii -

(https://www.nordea.com/Images/33-
187217/Base%20Prospectus%20for%20Nordea%20Bank%20AB%20EMTN%20Programme%2
016%20May%202017.pdf);
(4)
the terms and conditions set out on pages 69 to 107 of the base prospectus dated 13 May 2016
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-113206/2016-05-16_Base-Prospectus-for-Nordea-Bank-
EMTN-Program-13-May-2016_EN.pdf);
(5)
the terms and conditions set out on pages 69 to 108 of the base prospectus dated 8 May 2015
relating to the Programme under the heading "Terms and Conditions of the Notes"
(http://www.nordea.com/Images/33-58740/2015-05-08_Base-Prospectus-for-Nordea-Bank-
EMTN%20Program-2015_EN.pdf);
(6)
the terms and conditions set out on pages 65 to 103 of the base prospectus dated 8 May 2014
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-39175/2014-01-01_Base-Prospectus-for-Nordea-Bank-AB-
EMTN-Program-2014_EN.pdfhttp://www.nordea.com/sitemod/upload/Root/www.nordea.com -
uk/Investorrelations/prospectus_nordea_bank_AB_emtn_8_may_2014.pdf);
(7)
the terms and conditions set out on pages 64 to 107 of the base prospectus dated 26 April 2013
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-39174/2013-01-01_Base-Prospectus-for-Nordea-Bank-AB-
EMTN-Program-2013_EN.pdf);
(8)
the terms and conditions set out on pages 43 to 83 of the base prospectus dated 27 April 2012
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-39173/2012-01-01_Base-Prospectus-for-Nordea-Bank-AB-
EMTN-Program-2012_EN.pdf);
(9)
the terms and conditions set out on pages 42 to 82 of the base prospectus dated 20 April 2011
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-39172/2011-01-01_Base-Prospectus-for-Nordea-Bank-AB-
EMTN-Program-2011_EN.pdf);
(10)
the terms and conditions set out on pages 41 to 81 of the base prospectus dated 30 April 2010
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-39171/2010-01-01_Base-Prospectus-for-Nordea-Bank-AB-
EMTN-Program-2010_EN.pdf); and
(11)
the terms and conditions set out on pages 41 to 81 of the base prospectus dated 29 May 2009
relating to the Programme under the heading "Terms and Conditions of the Notes"
(https://www.nordea.com/Images/33-39170/2009-01-01_Base-Prospectus-for-Nordea-Bank-AB-
EMTN-Program-2009_EN.pdf).
The Issuer will provide, without charge, to each person to whom a copy of this Base Prospectus has been
delivered, upon the oral or written request of such person, a copy of any or all of the documents which or
portions of which are deemed to be incorporated herein by reference. Written or telephone requests for
such documents should be directed to the Issuer at its principal office set out at the end of this Base
Prospectus. In addition, such documents will be available from the principal office of Citibank, N.A.,
London Branch.
Copies of the annual and interim reports of the Issuer can be downloaded at https://www.nordea.com.
Any websites referred to herein do not form part of this Base Prospectus.
The Issuer will, in the event of a significant new factor, material mistake or inaccuracy relating to the
information included in this Base Prospectus which is capable of affecting the assessment of any Notes,
prepare a supplement to this Base Prospectus or publish a new base prospectus for use in connection with
any subsequent issue of Notes.

- ix -

FORWARD-LOOKING STATEMENTS
Certain statements in this Base Prospectus are based on the beliefs of the management of Nordea, as well
as assumptions made by and information currently available to the management of Nordea, and such
statements may constitute forward-looking statements. These forward-looking statements (other than
statements of historical fact) regarding the Nordea Group's future results of operations, financial
condition, cash flows, business strategy, plans and objectives of Nordea's management for future
operations can generally be identified by terminology such as "targets", "believes", "estimates",
"expects", "aims", "intends", "plans", "seeks", "will", "may", "anticipates", "would", "could", "continues"
or similar expressions or the negatives thereof.
Such forward-looking statements involve known and unknown risks, uncertainties and other important
factors that could cause the actual results, performance or achievements of Nordea, or industry results, to
differ materially from any future results, performance or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties and other important factors include, among others:
·
changes in the global general economic conditions and developments in the global financial
markets;
·
changes in the general economic, political or social conditions in the markets in which the
Nordea Group operates;
·
regulatory developments in the markets in which the Nordea Group operates;
·
changes in interest rates, foreign exchange rates, equity and commodity prices;
·
changes in the quality of the Nordea Group's loan portfolio and the Nordea Group's counterparty
risk;
·
changes in the Nordea Group's liquidity position or that of any of its counterparties;
·
changes in the Nordea Group's credit ratings;
·
changes in competition in the markets in which the Nordea Group operates; and
·
increased longevity, medical developments and other parameters that impact the Nordea Group's
life insurance business.
Should one or more of these risks or uncertainties materialise, or should any underlying assumptions
prove to be incorrect, the Nordea Group's actual financial condition or results of operations could differ
materially from that described herein as anticipated, believed, estimated or expected. The Issuer urges
investors to read the sections of this Base Prospectus entitled "Risk Factors" and "The Nordea Group" for
a more complete discussion of the factors that could affect the Nordea Group's future performance and the
industry in which the Nordea Group operates.
The Issuer does not intend, and does not assume any obligation, to update any forward-looking statements
contained herein, except as may be required by law. All subsequent written and oral forward-looking
statements attributable to the Issuer or to persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements referred to above and contained elsewhere in this Base Prospectus.

- x -

Document Outline

#8">INFORMATION INCORPORATED BY REFERENCE
- #8">(1) the terms and conditions set out on pages 68 to 115 of the base prospectus dated 29 November 2018 relating to the Programme under the heading "Terms and Conditions of the Notes" (https://www.nordea.com/Images/33-281780/Base%20Prospectus%20for%20No...
- #8">(2) the terms and conditions set out on pages 68 to 111 of the base prospectus dated 4 May 2018 relating to the Programme under the heading "Terms and Conditions of the Notes" (https://www.nordea.com/Images/33-262921/Base%20Prospectus%20for%20Nordea%2...
- #8">(3) the terms and conditions set out on pages 62 to 101 of the base prospectus dated 16 May 2017 relating to the Programme under the heading "Terms and Conditions of the Notes" (https://www.nordea.com/Images/33-187217/Base%20Prospectus%20for%20Nordea%...
- #9">(4) the terms and conditions set out on pages 69 to 107 of the base prospectus dated 13 May 2016 relating to the Programme under the heading "Terms and Conditions of the Notes" (https://www.nordea.com/Images/33-113206/2016-05-16_Base-Prospectus-for-No...
- #9">(5) the terms and conditions set out on pages 69 to 108 of the base prospectus dated 8 May 2015 relating to the Programme under the heading "Terms and Conditions of the Notes" (http://www.nordea.com/Images/33-58740/2015-05-08_Base-Prospectus-for-Norde...
- #9">(6) the terms and conditions set out on pages 65 to 103 of the base prospectus dated 8 May 2014 relating to the Programme under the heading "Terms and Conditions of the Notes" (https://www.nordea.com/Images/33-39175/2014-01-01_Base-Prospectus-for-Nord...
- #9">(7) the terms and conditions set out on pages 64 to 107 of the base prospectus dated 26 April 2013 relating to the Programme under the heading "Terms and Conditions of the Notes" (https://www.nordea.com/Images/33-39174/2013-01-01_Base-Prospectus-for-N...
- #9">(8) the terms and conditions set out on pages 43 to 83 of the base prospectus dated 27 April 2012 relating to the Programme under the heading "Terms and Conditions of the Notes" (https://www.nordea.com/Images/33-39173/2012-01-01_Base-Prospectus-for-No...
- #9">(9) the terms and conditions set out on pages 42 to 82 of the base prospectus dated 20 April 2011 relating to the Programme under the heading "Terms and Conditions of the Notes" (https://www.nordea.com/Images/33-39172/2011-01-01_Base-Prospectus-for-No...
- #9">(10) the terms and conditions set out on pages 41 to 81 of the base prospectus dated 30 April 2010 relating to the Programme under the heading "Terms and Conditions of the Notes" (https://www.nordea.com/Images/33-39171/2010-01-01_Base-Prospectus-for-N...
- #9">(11) the terms and conditions set out on pages 41 to 81 of the base prospectus dated 29 May 2009 relating to the Programme under the heading "Terms and Conditions of the Notes" (https://www.nordea.com/Images/33-39170/2009-01-01_Base-Prospectus-for-Nor...
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#12">DESCRIPTION OF THE NOTES
#17">RISK FACTORS
#17">An investment in the Notes involves a degree of risk. Prospective investors should carefully consider the risks set forth below and the other information contained in this Base Prospectus prior to making any investment decision with respect to the N...
#17">Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this Base Prospectus have the same meanings in this section.
#17">The Issuer believes that the factors described below present the principal risks inherent in investing in the Notes issued under the Programme, but the inability of the Issuer to pay interest or principal on or in connection with any Notes may occur ...
#17">Risks Relating to Macroeconomic Conditions
#17">Negative economic developments and conditions in the markets in which the Nordea Group operates can adversely affect the Nordea Group's business and results of operations.
#18">Disruptions and volatility in the global financial markets may adversely impact the Nordea Group.
#18">Risks Relating to the Nordea Group's Credit Portfolio
#18">Deterioration in counterparties' credit quality may affect the Nordea Group's financial performance.
#19">The Nordea Group is exposed to counterparty credit risk.
#19">Risks Relating to Market Exposure
#19">The Nordea Group is exposed to market price risk.
#20">The Nordea Group is exposed to structural market risk.
#20">Structural Interest Rate Risk
#20">Structural Foreign Exchange Risk
#20">Risks Relating to Liquidity and Capital Requirements
#20">Liquidity risk is inherent in the Nordea Group's operations.
#20">The Nordea Group's business performance could be affected if its capital adequacy ratios are reduced or perceived to be inadequate.
#21">The Nordea Group's funding costs and its access to the debt capital markets depend significantly on its credit ratings.
#21">Other Risks Relating to the Nordea Group's Business
#21">Operational risks, including risks in connection with investment advice, may affect the Nordea Group's business.
#22">The operations of the Nordea Group outside the Nordic markets, in particular Russia, are subject to risks that do not apply, or apply to a lesser degree, to its businesses in the Nordic markets.
#22">Profitability in the Nordea Group's life and pension business depends on regulations and guidelines in the countries in which it operates.
#22">The Nordea Group could fail to attract or retain senior management or other key employees.
#22">The Nordea Group faces competition in all markets.
#23">The Nordea Group may not be able to successfully implement its strategy.
#23">Risks Relating to the Legal and Regulatory Environments in which the Nordea Group Operates
#23">The Nordea Group is subject to extensive regulation that is subject to change.
#24">The Nordea Group may incur substantial costs in monitoring and complying with new capital adequacy and recovery and resolution framework requirements.
#24">CRD IV introduces capital requirements that are in addition to the minimum capital ratio.
#26">Recent regulatory actions may affect the Nordea Group's funding needs and capital position.
#26">BRRD
#26">MREL
#28">Risks Relating to MREL and TLAC Requirements
#28">Risk Exposure Amounts
#28">The supervision of the Nordea Group was recently transferred to the ECB and the Nordea Group became subject to the European Single Supervisory Mechanism and the European Single Resolution Mechanism.
#29">Legal and regulatory claims arise in the conduct of the Nordea Group's business.
#29">The Nordea Group is exposed to risk of changes in tax legislation, including increases in tax rates.
#30">Changes in the Nordea Group's accounting policies or in accounting standards could materially affect how it reports its financial condition and results of operations.
- #31">Risks Relating to the Notes
#31">The Notes may not be a suitable investment for all investors.
#31">Each potential investor in the Notes must determine the suitability of that investment in light of such investor's own circumstances. In particular, each potential investor should:
- #31">(i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Base Prospectus or any appli...
- #31">(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio;
- #31">(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is d...
- #31">(iv) understand thoroughly the terms of the relevant Notes and the behaviour of any relevant indices and financial markets; and
- #31">(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
#31">Some Notes are complex financial instruments and such instruments may be purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to the investor's overall portfolio. A potential investor should no...
#31">The Notes may not be freely transferred.
#31">There might not be an active trading market for the Notes.
#32">Noteholders are subject to market volatility.
#32">Credit ratings are subject to revision, suspension or withdrawal at any time, and a change in the credit ratings of the Notes, or a new unsolicited credit rating assigned on the Notes, could affect the market value and reduce the liquidity of the Not...
#32">Risks relating to Partly Paid Notes.
#33">If the interest rate on any Notes converts from a fixed rate to a floating rate, or vice versa, this may affect the secondary market and the market value of the Notes concerned.
#33">The Notes may be issued at a substantial discount or premium.
#33">The Notes are subject to risks related to exchange rates and exchange controls.
#33">In respect of any Notes issued with a specific use of proceeds, such as a Green Bond, there can be no assurance that such use of proceeds will be suitable for the investment criteria of an investor
#34">Noteholders are subject to credit risk on the Issuer.
#34">The Notes may be redeemed early.
#35">Remedies in case of default in respect of Subordinated Notes, Senior Non-Preferred Notes and (if applicable) Senior Preferred Notes are severely limited.
#35">The Subordinated Notes, Senior Non-Preferred Notes and, if applicable, Senior Preferred Notes will contain limited enforcement events relating to:
- #35">(i) non-payment by the Issuer of any amounts due under the Notes. In such circumstances, as described in more detail in Condition 7 of the Terms and Conditions and subject as provided below, a Holder may institute proceedings in the Relevant Jurisdict...
- #35">(ii) the bankruptcy or the winding-up or liquidation of the Issuer, whether in the Relevant Jurisdiction or elsewhere. In such circumstances, as described in more detail in Condition 7 of the Terms and Conditions, a Holder may declare its Notes to be ...
#35">However, in each case, the Holder of such Note, may claim payment in respect of such Note only in the winding up or liquidation or, as the case may be, bankruptcy or liquidation of the Issuer. Under Finnish law a creditor may not institute proceeding...
#36">The Issuer could, in certain circumstances, substitute or vary the terms of the Notes.
#36">Noteholders' rights and obligations may be amended at meetings of Noteholders.
#36">The terms and conditions of the Notes may be changed.
#36">Changes in laws, regulations or administrative practice or the interpretation thereof may affect the Notes.
#37">Risks relating to the United Kingdom's withdrawal from the EU.
#37">The Notes may be traded in amounts in excess of the minimum Specified Denomination that are not integral multiples.
#38">The amount of Notes to be issued under the Programme may be changed.
#38">Regulatory action in the event of a failure of the Issuer could materially adversely affect the value of the Notes, including in a manner which may result in holders of the Notes losing all or a part of the value of their investment in the Notes or r...
#39">The Issuer may be subject to statutory resolution.
#39">The Notes rank junior to preferred deposits in the insolvency hierarchy.
#39">There may be no rights of set-off or counterclaim.
#39">Payments under the Notes may be subject to withholding tax pursuant to the U.S. Foreign Account Tax Compliance Act.
#40">Because the Global Notes are held by or on behalf of clearing systems, investors will have to rely on the relevant clearing system's procedures for transfer, payment and communication with the Issuer.
#41">Investors in Swiss Franc Notes, VP Notes, VPS Notes and Swedish Notes will have to rely on the VP's, VPS's or Euroclear Sweden's procedures (as the case may be) for transfer, payment and communication with the Issuer.
#41">There are risks that certain benchmark rates may be administered differently or discontinued in the future, including the potential phasing-out of LIBOR after 2021, which may adversely affect the trading market for, value of and return on, Notes base...
#42">Fixed Rate Notes are subject to Interest Rate Risks.
#42">Risks relating to Reset Notes.
#43">The market continues to develop in relation to SONIA and SOFR as reference rates for Floating Rate Notes.
#44">Under certain circumstances, the Issuer's ability to redeem or repurchase the Notes may be limited.
#44">The rules under CRD IV and the Commission Proposals prescribe certain conditions for the granting of permission by the Competent Authority or Resolution Authority (as applicable) to a request by the Issuer to redeem or repurchase the Subordinated Not...
- #44">(i) on or before such redemption or repurchase of the Notes, the Issuer replaces the Notes with capital instruments or eligible liabilities (as applicable) of an equal or higher quality on terms that are sustainable for its income capacity; or
- #44">(ii) the Issuer has demonstrated to the satisfaction of the Competent Authority or Resolution Authority (as applicable) that its capital ratios or own funds and eligible liabilities (as applicable) would exceed the relevant regulatory minima by a marg...
#44">In addition, the rules under CRD IV provide that the Competent Authority may only permit the Issuer to redeem the Notes before five years after the Issue Date of the Notes if:
- #44">(a) the conditions listed in paragraphs (i) or (ii) above are met; and
- #44">(b) in the case of redemption due to the occurrence of a Capital Event, (i) the Competent Authority considers such change to be sufficiently certain and (ii) the Issuer demonstrates to the satisfaction of the Competent Authority that the Capital Event...
- #44">(c) in the case of redemption due to the occurrence of a Withholding Tax Event or Tax Event, the Issuer demonstrates to the satisfaction of the Competent Authority that such Withholding Tax Event or Tax Event is material and was not reasonably foresee...
#44">The rules under CRD IV or the Commission Proposals may be modified from time to time after the Issue Date of the Notes.
#44">The Issuer's gross-up obligation under the Notes is limited
#45">Additional Risks Relating to the Subordinated Notes and Senior Non-Preferred Notes
#45">Some Notes are subordinated to most of the Issuer's liabilities.
#45">The Issuer is not prohibited from issuing further debt, which may rank pari passu with or senior to the Subordinated Notes or Senior Non-Preferred Notes.
- #45">Risks relating to Notes denominated in Renminbi
#46">Renminbi is not freely convertible and there are significant restrictions on the remittance of Renminbi into and out of the PRC which may adversely affect the liquidity of Renminbi Notes
#46">There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of the Renminbi Notes and the Issuer's ability to source Renminbi outside the PRC to service Renminbi Notes
#47">Investment in the Renminbi Notes is subject to exchange rate risks
#47">Investment in the Renminbi Notes is subject to currency risk
#47">Investment in the Renminbi Notes is subject to interest rate risks
#47">Payments with respect to the Renminbi Notes may be made only in the manner designated in the Renminbi Notes
#47">Gains on the transfer of the Renminbi Notes may become subject to income taxes under PRC tax laws
#48">Remittance of proceeds in Renminbi into or out of the PRC
#49">FORM OF THE NOTES
- #49">Form of Bearer Notes
- #49">Form of Registered Notes
- #50">Form of Swiss Franc Notes
- #50">Form of VP Notes
- #51">Form of VPS Notes
- #51">Form of Swedish Notes
#53">SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
- #53">Form of Bearer Notes
- #53">Payments in respect of Bearer Notes
#54">Notices
#54">Meetings
#54">Cancellation
#54">Issuer's Option
#54">Holder's Option
#54">Conditions apply
#54">Record Date
#55">Business Day
#55">Notwithstanding the definition of "Business Day" in Condition 1, while all the Notes are represented by a Permanent Global Note (or by a Permanent Global Note and/or a Temporary Global Note) or a Global Registered Note and the Permanent Global Note i...
- #55">(i) if the currency of payment is euro any day which is a TARGET2 Settlement Day and a day on which dealings in foreign currencies may be carried on in each (if any) Relevant Financial Centre; or
- #55">(ii) if the currency of payment is not euro a day on which dealings in foreign currencies may be carried on in the Relevant Financial Centre of the currency of payment and in each other (if any) Relevant Financial Centre.
#56">FORM OF FINAL TERMS
#56">IMPORTANT NOTICE
#56">In accessing the attached final terms (the "Final Terms") you agree to be bound by the following terms and conditions.
#57">PART A … CONTRACTUAL TERMS
#57">The following alternative language applies if the first tranche of an issue which is being increased was issued under a Base Prospectus with an earlier date:
#57">[Include whichever of the following apply or specify as "Not Applicable". Italics denote guidance for completing the Final Terms.]
#65">PART B … OTHER INFORMATION
#68">FORM OF PRICING SUPPLEMENT
#69">PART A … CONTRACTUAL TERMS
#69">The following alternative language applies if the first tranche of an issue which is being increased was issued under a Base Prospectus with an earlier date:
#69">[Include whichever of the following apply or specify as "Not Applicable". Italics denote guidance for completing this Pricing Supplement.]
#78">PART B … OTHER INFORMATION
#81">TERMS AND CONDITIONS OF THE NOTES
#82">1. Interpretation
- #82">(a) In these Conditions the following expressions have the following meanings:
- #82">"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 a...
  - #82">(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 Rel...
  - #82">(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 ...
- #82">"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 require...
- #83">"Benchmark Event" has the meaning given in Condition 5(h);
- #83">"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 C...
- #83">"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:
  - #83">(i) in relation to Notes denominated in euro, which is a TARGET2 Settlement Day; and
  - #83">(ii) in relation to Swedish Notes, Stockholm; and
  - #83">(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
  - #83">(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;
- #83">"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 ...
  - #83">(i) "Following Business Day Convention" means that the relevant date shall be postponed to the first following day that is a Business Day;
  - #83">(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 th...
  - #83">(iii) "Preceding Business Day Convention" means that the relevant date shall be brought forward to the first preceding day that is a Business Day;
  - #83">(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 ...
    - #83">(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
    - #83">(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 w...
    - #83">(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 c...
    - #83">(D) "No Adjustment" or "unadjusted" means that the relevant date shall not be adjusted in accordance with any Business Day Convention;
- #84">"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;
- #84">"Calculation Amount" has the meaning given in the relevant Final Terms;
- #84">"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 i...
- #84">"Competent Authority" means any authority having primary responsibility for the prudential supervision of the Issuer and/or the Nordea Group at the relevant time;
- #84">"Conditions to Redemption" means the conditions to redemption set out in Condition 6 or as otherwise specified in the relevant Final Terms;
- #84">"CRD IV" means the legislative package consisting of the CRD IV Directive, the CRR and any CRD IV Implementing Measures;
- #84">"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 b...
- #84">"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 requ...
- #84">"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 equival...
- #84">"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;
- #84">"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:
  - #84">(i) if "Actual/Actual (ICMA)" is so specified, means:
    - #84">(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 numbe...
    - #84">(B) where the Calculation Period is longer than one Regular Period, the sum of:
      - #84">(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
      - #84">(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;
  - #85">(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 th...
  - #85">(iii) if "Actual/365 (Fixed)" is so specified, means the actual number of days in the Calculation Period divided by 365;
  - #85">(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;
  - #85">(v) if "Actual/360" is so specified, means the actual number of days in the Calculation Period divided by 360;
  - #85">(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:
  - #85">(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:
  - #86">(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:
- #86">"Determination Agent" means the agent specified as such in the relevant Final Terms;
- #86">"First Margin" means the margin specified as such in the relevant Final Terms;
- #86">"First Reset Date" means the date specified in the relevant Final Terms;
- #86">"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; ...
- #86">"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 Referenc...
- #86">"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 f...
- #86">"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 f...
- #87">"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 No...
- #87">"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...
- #87">"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;
- #87">"Initial Rate of Interest" has the meaning specified in the relevant Final Terms;
- #87">"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, ...
- #87">"Interest Payment Date" has the meaning specified in Condition 5(b)(ii);
- #87">"Issue Date" has the meaning specified in the relevant Final Terms;
- #87">"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...
- #87">"Maturity Date" has the meaning given in the relevant Final Terms;
- #87">"Maximum Redemption Amount" has the meaning given in the relevant Final Terms;
- #87">"Mid-Swap Maturity" has the meaning given in the relevant Final Terms;
- #87">"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 P...
- #87">"Mid-Market Swap Rate Quotation" means a quotation (expressed as a percentage rate per annum) for the relevant Mid-Market Swap Rate;
- #88">"Mid-Swap Floating Leg Benchmark Rate" means the rate as specified in the relevant Final Terms;
- #88">"Mid-Swap Rate" means, in relation to a Reset Determination Date and subject to Condition 5(d)(iii), either:
  - #88">(i) if Single Mid-Swap Rate is specified in the relevant Final Terms, the rate for swaps in the Specified Currency:
    - #88">(A) with a term equal to the relevant Reset Period; and
    - #88">(B) commencing on the relevant Reset Date,
  - #88">which appears on the Relevant Screen Page; or
  - #88">(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 offer...
    - #88">(A) with a term equal to the relevant Reset Period; and
    - #88">(B) commencing on the relevant Reset Date,
- #88">"Minimum Redemption Amount" has the meaning given in the relevant Final Terms;
- #88">"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 ...
- #88">"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...
- #88">"Nordea Group" means the Issuer and its Subsidiaries;
- #88">"Original Principal Amount" means, in respect of a Note, the principal amount of the Note as issued on the Issue Date;
- #88">"Original Reset Reference Rate Basis" has the meaning given in the relevant Final Terms and shall be annual, semi-annual, quarterly or monthly;
- #88">"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 ...
- #89">"Parity Securities" means securities issued by the Issuer and set out in Schedule 13 (Parity Securities of the Issuer) to the Fiscal Agency Agreement;
- #89">"PRC" means the People's Republic of China;
- #89">"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;
- #89">"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;
- #89">"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 accorda...
- #89">"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 ...
- #89">"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 inve...
#89">"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 hi...
#89">"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 ...
#89">"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 s...
#89">"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 Ref...
- #90">"Reference Rate" has the meaning given to such term in the relevant Final Terms;
- #90">"Regular Period" means:
  - #90">(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 inclu...
  - #90">(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 ...
  - #90">(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 excludi...
- #90">"Relevant Financial Centre" means, unless otherwise specified in the Final Terms:
  - #90">(i) in relation to Notes denominated in Australian Dollars, Sydney;
  - #90">(ii) in relation to Notes denominated in Canadian Dollars, Toronto;
  - #90">(iii) in relation to Notes denominated in Chinese Renminbi, Hong Kong or Beijing as specified in the Final Terms;
  - #90">(iv) in relation to Notes denominated in Danish Krone, Copenhagen;
  - #90">(v) in relation to Notes denominated in Hong Kong Dollars, Hong Kong;
  - #90">(vi) in relation to Notes denominated in Japanese Yen, Tokyo;
  - #90">(vii) in relation to Notes denominated in Polish Zloty, Warsaw;
  - #90">(viii) in relation to Notes denominated in Pounds Sterling, London;
  - #90">(ix) in relation to Notes denominated in Mexican Pesos, Mexico City;
  - #90">(x) in relation to Notes denominated in New Zealand Dollars, Wellington and Auckland;
  - #90">(xi) in relation to Notes denominated in Norwegian Kroner, Oslo;
  - #90">(xii) in relation to Notes denominated in Russian Roubles, Moscow;
  - #90">(xiii) in relation to Notes denominated in South African Rand, Johannesburg;
  - #90">(xiv) in relation to Notes denominated in Swedish Krona, Stockholm;
  - #90">(xv) in relation to Notes denominated in Swiss francs, Zurich;
  - #90">(xvi) in relation to Notes denominated in United States dollars, New York City; and
  - #90">(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 ...
- #90">"Relevant Jurisdiction" means the jurisdiction in which the Issuer is incorporated at the relevant time;
- #91">"Relevant Margin" means:
  - #91">(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
  - #91">(ii) in the case of Notes in relation to which Reset Note Provisions are specified in the relevant Final Terms as being applicable, the First Margin and/or the Subsequent Margin(s), as the case may be, as specified in the relevant Final Terms;
- #91">"Relevant Nominating Body" means, in respect of a benchmark or screen rate (as applicable): (i) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which ...
- #91">"Relevant Screen Page" means the page specified in the relevant Final Terms;
- #91">"Renminbi", "RMB" or "CNY" means the official currency of the PRC (excluding the Hong Kong and Macau Special Administrative Regions and Taiwan);
- #91">"Renminbi Dealer" means an independent foreign exchange dealer of international repute active in the Renminbi exchange market in Hong Kong;
- #91">"Reset Date" means the First Reset Date, the Second Reset Date and each Subsequent Reset Date (as applicable), in each case as adjusted (if so specified in the relevant Final Terms) in accordance with Condition 5 as if the relevant Reset Date was an ...
- #91">"Reset Determination Date" means, in respect of the First Reset Period, the second Business Day prior to the First Reset Date, in respect of the first Subsequent Reset Period, the second Business Day prior to the Second Reset Date and, in respect of ...
- #91">"Reset Determination Time" means in relation to a Reset Determination Date, 11.00 a.m. in the principal financial centre of the Specified Currency on such Reset Determination Date or such other time as may be specified in the relevant Final Terms;
- #91">"Reset Note" means a Note on which interest is calculated at reset rates payable in arrear on a fixed date or dates in each year and/or at intervals of one, two, three, six or 12 months or at such other date or intervals as may be agreed between the ...
- #91">"Reset Period" means the First Reset Period or a Subsequent Reset Period, as the case may be;
- #91">"Reset Reference Bond" means for any Reset Period a government security or securities issued by the government of the state responsible for issuing the Specified Currency (which, if the Specified Currency is euro, shall deemed to be Germany) agreed b...
- #91">"Reset Reference Rate" means either (i) the Mid-Swap Rate, or (ii) the Reference Bond Rate, as specified in the relevant Final Terms;
- #91">"Resolution Authority" means any resolution authority with the ability to exercise any Bail-in and Loss Absorption Powers in relation to the Issuer and/or the Nordea Group or with primary responsibility for the oversight and supervision of the Issuer...
- #92">"Second Reset Date" means the date specified in the relevant Final Terms;
- #92">"Senior Creditors" means creditors of the Issuer (i) who are depositors and/or other unsubordinated creditors of the Issuer; (ii) who are holders of Senior Non-Preferred Notes; or (iii) who are subordinated creditors of the Issuer (whether in the eve...
- #92">"Senior Non-Preferred Notes" has the meaning given in Condition 4(b);
- #92">"Senior Preferred Notes" has the meaning given in Condition 4(a);
- #92">"Spot Rate" means, for a Rate Calculation Date, the spot USD/RMB exchange rate for the purchase of U.S. dollars with Renminbi in the over-the-counter Renminbi exchange market in Hong Kong, as determined by the Calculation Agent at or around 11.00 a.m...
- #92">"SRM Regulation" means Regulation (EU) No. 806/2014 of the European Parliament and of the Council of 15 July 2014, establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framew...
- #92">"Subordinated Notes" has the meaning given in Condition 4(c);
- #92">"Subsequent Margin" means the margin specified as such in the relevant Final Terms;
- #92">"Subsequent Reset Date" means the date or dates specified in the relevant Final Terms;
- #92">"Subsequent Reset Period" means the period from (and including) the Second Reset Date to (but excluding) the next Subsequent Reset Date, and each successive period from (and including) a Subsequent Reset Date to (but excluding) the next succeeding Su...
- #92">"Subsequent Reset Rate of Interest" means, in respect of any Subsequent 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 Rese...
- #92">"Successor Rate" means the reference rate (and related alternative screen page or source, if available) that the Independent Adviser (with the Issuer's agreement) determines is a successor to or replacement of the relevant Mid-Swap Floating Leg Bench...
- #92">"TARGET2" means the Trans-European Automated Real-Time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007, or any successor thereto;
- #92">"TARGET2 Settlement Day" means any day on which TARGET2 is open for the settlement of payments in euro;
- #93">"Tax Event" means the receipt by the Issuer of an opinion of counsel in the relevant Taxing Jurisdiction (experienced in such matters) to the effect that, as a result of:
  - #93">(i) any amendment to, or change in, the laws or treaties (or any regulations thereunder) of the Taxing Jurisdiction affecting taxation;
  - #93">(ii) any governmental action in the Taxing Jurisdiction; or
  - #93">(iii) any amendment to, or change in, the official position or the interpretation of such law, treaty (or regulations thereunder) or governmental action or any interpretation, decision or pronouncement that provides for a position with respect to such...
    - #93">(A) the Issuer is, or will be, subject to additional taxes, duties or other governmental charges with respect to such Notes or is not, or will not be, entitled to claim a deduction in respect of payments in respect of such Notes in computing its taxat...
    - #93">(B) the treatment of any of the Issuer's items of income or expense with respect to such Notes as reflected on the tax returns (including estimated returns) filed (or to be filed) by the Issuer will not be respected by a taxing authority, which subjec...
- #93">"Taxing Jurisdiction" means the Relevant Jurisdiction or any political subdivision thereof or any authority or agency therein or thereof having power to tax or any other jurisdiction or any political subdivision thereof or any authority or agency the...
- #93">"Tier 1 Capital" means tier 1 capital for the purposes of the Applicable Banking Regulations;
- #93">"Tier 2 Capital" means tier 2 capital for the purposes of the Applicable Banking Regulations;
- #93">"U.S. Dollar Equivalent" of a Renminbi amount means the relevant Renminbi amount converted into U.S. dollars using the Spot Rate for the relevant Rate Calculation Date as determined by the Calculation Agent at or around 11.00 a.m. (Hong Kong time) on ...
- #93">"Withholding Tax Event" has the meaning given in Condition 6(b).
  - #93">(b) In these Conditions:
    - #93">(i) if the Notes are Zero Coupon Notes (as specified in the relevant Final Terms), references to Coupons and Couponholders are not applicable;
    - #93">(ii) if Talons are specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Coupons shall be deemed to include references to Talons;
    - #93">(iii) if Talons are not specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Talons are not applicable;
    - #93">(iv) any reference to principal shall be deemed to include any other redemption amount, any additional amounts in respect of principal (if any) which may be payable under Condition 8 (Taxation), any premium payable in respect of a Note and any other a...
    - #94">(v) any reference to interest shall be deemed to include any additional amounts in respect of interest which may be payable under Condition 8 (Taxation) and any other amount in the nature of interest payable pursuant to these Conditions;
    - #94">(vi) if an expression is stated in Condition 1(a) (Interpretation - Definitions) to have the meaning given in the relevant Final Terms, but the relevant Final Terms gives no such meaning or specifies that such expression is "Not Applicable" then such ...
    - #94">(vii) any reference to the Fiscal Agency Agreement or Deed of Covenant shall be construed as a reference to the Fiscal Agency Agreement or Deed of Covenant, as the case may be, as amended and/or supplemented up to (and including) the Issue Date of the...
    - #94">(viii) references to any act or statute or any provision of any act or statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modificat...
#94">2. Form and Denomination
- #94">(a) Form
- #94">(b) Form of Bearer Notes
  - #94">(i) interests in a permanent global note (a "Permanent Global Note") representing the Notes of that Series and in substantially the form (subject to amendment and completion) scheduled to the Fiscal Agency Agreement; or
  - #94">(ii) if so specified in the relevant Final Terms, definitive notes ("Definitive Notes") serially numbered and in substantially the form (subject to amendment and completion) scheduled to the Fiscal Agency Agreement.
- #95">(c) Form of Registered Notes
- #95">(d) Form of Swiss Franc Notes
- #96">(e) Form of VP Notes
- #96">(f) Form of VPS Notes
- #96">(g) Form of Swedish Notes
- #96">(h) Denomination of Bearer Notes
- #96">(i) Denomination of Registered Notes
- #96">(j) Denomination of VP Notes
- #97">(k) Denomination of VPS Notes
- #97">(l) Denomination of Swedish Notes
- #97">(m) Currency of Notes
#97">3. Title
- #97">(a) Title to Bearer Notes, Registered Notes, Swiss Franc Notes, VP Notes, VPS Notes and Swedish Notes
- #98">(b) Transfer of Registered Notes, VP Notes, VPS Notes and Swedish Notes
- #99">(c) Swiss Franc Notes
#99">4. Status
- #99">(a) Status„Senior Preferred Notes
- #99">(b) Status„Senior Non-Preferred Notes
- #100">(c) Status„Subordinated Notes
#100">5. Interest
- #101">(a) Interest„Fixed Rate Note Provisions
- #101">(b) Interest„Floating Rate Note Provisions (other than Floating Rate Notes referencing SONIA or SOFR)
  - #101">(i) This Condition 5(b) is applicable to the Notes only if the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable and the Reference Rate is not SONIA or SOFR. Notes in relation to which this Condition 5(b) is a...
  - #101">(ii) Such Notes shall bear interest from and including their Issue Date, to, but excluding, the date of final maturity thereof (each date as specified in the relevant Final Terms), provided that in the case of Swedish Notes, such Swedish Notes shall b...
  - #102">(iii) The Final Terms in relation to each Series of Notes in relation to which Floating Rate Note Provisions or Reset Note Provisions are specified as being applicable shall specify which page (the "Relevant Screen Page") on the Reuters Screen or any ...
  - #102">(iv) The Rate of Interest (as defined herein) applicable to such Notes for each Interest Period shall be determined by the Calculation Agent on the following basis:
    - #102">(A) if the Reference Rate is a composite quotation or customarily supplied by one entity, then:
      - #102">(1) where the Reference Rate is based on the London interbank offered rate ("LIBOR") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in the relevant currency for a...
      - #102">(2) where the Reference Rate is based on the Euro-zone inter-bank offered rate ("EURIBOR") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in euro for a period of ...
      - #102">(3) where the Reference Rate is based on the Australian bank bill swap rate ("BBSW") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in Australian Dollars for a pe...
      - #102">(4) where the Reference Rate is based on the New Zealand bank bill rate ("BKBM") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in New Zealand Dollars for a perio...
      - #102">(5) where the Reference Rate is based on the Canadian dealer offer rate ("CDOR") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in Canadian Dollars for a period o...
      - #102">(6) where the Reference Rate is based on the Copenhagen interbank offered rate ("CIBOR") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in Danish Krone for a peri...
      - #103">(7) where the Reference Rate is based on the Hong Kong interbank offered rate ("HIBOR") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in the relevant currency fo...
      - #103">(8) where the Reference Rate is based on the Johannesburg interbank agreed rate ("JIBAR") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in the relevant currency ...
      - #103">(9) where the Reference Rate is based on the Moscow prime offered rate ("MOSPRIME") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in Russian Roubles for a period...
      - #103">(10) where the Reference Rate is based on the Oslo interbank offered rate ("NIBOR") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in Norwegian Kroner for a perio...
      - #103">(11) where the Reference Rate is based on the Shanghai interbank offered rate ("SHIBOR") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in Chinese Renminbi for a ...
      - #103">(12) where the Reference Rate is based on the Stockholm interbank offered rate ("STIBOR") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in Swedish Krona for a pe...
      - #103">(13) where the Reference Rate is based on the Tokyo interbank offered rate ("TIBOR") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in Japanese Yen for a period o...
      - #103">(14) where the Reference Rate is based on the Mexican interbank equilibrium interest rate ("TIIE") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in Mexican Peso ...
      - #103">(15) where the Reference Rate is based on the Turkish Lira interbank offer rate ("TRLIBOR") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in Turkish Lira for a p...
      - #104">(16) where the Reference Rate is based on the Warsaw interbank offered rate ("WIBOR") the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits) in Polish Zloty for a period ...
      - #104">(17) where the Reference Rate is based on the interbank offered rate in a Relevant Financial Centre specified in the relevant Final Terms, the Calculation Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of ...
      - #104">(18) if no such rate for deposits so appears (or, as the case may require, if fewer than two such rates for deposits so appear), the Calculation Agent will request appropriate quotations and will determine the arithmetic mean of the rates at which dep...
      - #104">(19) if fewer than two rates are so quoted, the Calculation Agent will determine the arithmetic mean of the rates quoted by major banks in the Relevant Financial Centre, selected by the Calculation Agent (in consultation with the Issuer), at approxima...
    - #104">(B) if Linear Interpolation is specified as applicable in respect of an Interest Period in the relevant Final Terms, the Rate of Interest for such Interest Period shall be calculated by the Calculation Agent by straight-line linear interpolation by re...
      - #104">(1) one rate shall be determined as if the relevant Interest Period were the period of time for which rates are available next shorter than the length of the relevant Interest Period; and
      - #104">(2) the other rate shall be determined as if the relevant Interest Period were the period of time for which rates are available next longer than the length of the relevant Interest Period; provided, however, that if no rate is available for a period o...
  - #105">(v) The Calculation Agent will, as soon as practicable after determining the Rate of Interest in relation to each Interest Period, calculate the amount of interest (the "Interest Amount") payable in respect of the Calculation Amount specified in the r...
- #106">(c) Interest … Floating Rate Notes referencing SONIA or SOFR
- #106">(i) This Condition 5(c) is applicable to the Notes only if the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable and the Reference Rate is SONIA or SOFR. The Notes in relation to which this Condition 5(c) is a...
- #106">(ii) Such Notes shall bear interest from and including their Issue Date to, but excluding, the date of final maturity thereof (each date as specified in the relevant Final Terms) or, if no Maturity Date is specified, the date of any final redemption. ...
- #106">(iii) Subject to Condition 5(h) and 5(e)(vii)(if applicable), where the Reference Rate specified in the relevant Final Terms is SONIA, the Rate of Interest for each Interest Period will, subject as provided below, be Compounded Daily SONIA plus or min...
- #108">(iv) Where the Reference Rate specified in the relevant Final Terms is SOFR, the Rate of Interest for each Interest Period will, subject as provided below, be Weighted Average SOFR plus or minus (as specified in the relevant Final Terms) the Relevant ...
- #109">"OBFR Index Cessation Event" means the occurrence of one or more of the following events:
  - #109">(A) a public statement by the Federal Reserve Bank of New York (or a successor administrator of the Overnight Bank Funding Rate) announcing that it has ceased, or will cease, to publish or provide the Overnight Bank Funding Rate permanently or indefin...
  - #109">(B) the publication of information which reasonably confirms that the Federal Reserve Bank of New York (or a successor administrator of the Overnight Bank Funding Rate) has ceased, or will cease, to provide the Overnight Bank Funding Rate permanently ...
  - #109">(A) a public statement by the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing Rate) announcing that it has ceased, or will cease, to publish or provide the Secured Overnight Financing Rate permanently ...
  - #109">(B) the publication of information which reasonably confirms that the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing Rate) has ceased, or will cease, to provide the Secured Overnight Financing Rate pe...
- #110">(v) The Calculation Agent will, as soon as practicable after determining the Rate of Interest in relation to each Interest Period, calculate the amount of interest (the "Interest Amount") payable in respect of the Calculation Amount specified in the r...
- #110">(d) Interest„Reset Note Provisions
  - #110">(i) This Condition 5(d) is applicable to the Notes only if the Interest - Reset Note Provisions are specified in the relevant Final Terms as being applicable.
  - #110">(ii) Such Notes shall bear interest on their Outstanding Principal Amount:
    - #110">(A) from (and including) the Interest Commencement Date specified in the relevant Final Terms until (but excluding) the First Reset Date at the rate per annum equal to the Initial Rate of Interest;
    - #110">(B) 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 at the rate per annum equal to the First Reset Rate of Interest; and
    - #110">(C) for each Subsequent Reset Period thereafter (if any), at the rate per annum equal to the relevant Subsequent Reset Rate of Interest,
  - #111">(iii) If on any Reset Determination Date the Relevant Screen Page is not available or the Mid-Swap Rate does not appear on the Relevant Screen Page, the Calculation Agent shall request each of the Reference Banks to provide the Calculation Agent with ...
- #111">(e) Interest„Supplemental Provisions
  - #111">(i) Condition 5(e)(ii) shall be applicable in relation to Notes in relation to which Floating Rate Note Provisions or Reset Note Provisions are specified in the relevant Final Terms as being applicable, Condition 5(e)(iv) shall be applicable in relati...
  - #111">(ii) Notification of Rates of Interest, Interest Amounts and Interest Payment Dates
  - #112">(iii) Reset Reference Rate Conversion
  - #112">(iv) The determination by the Calculation Agent of all rates of interest, amounts of interest, and Instalment Amounts for the purposes of this Condition 5 shall, in the absence of manifest error, be final and binding on all parties.
  - #112">(v) Interest shall accrue on the Outstanding Principal Amount of each Note during each Interest Period (as defined in Condition 5(b)(ii)) from and including the Interest Commencement Date, provided that in the case of Swedish Notes, interest shall acc...
  - #112">(vi) In the case of partly-paid Notes (other than partly-paid Notes which are non-interest bearing) interest will accrue as aforesaid on the paid-up principal amount of such Notes and otherwise as indicated in the relevant Final Terms.
  - #112">(vii) If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Final Terms, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so specified.
  - #112">(viii) Unless otherwise specified in the relevant Final Terms, including where the Minimum Rate of Interest is specified as being "Not Applicable" in the relevant Final Terms, the Minimum Rate of Interest shall be deemed to be zero.
- #112">(f) Non-Interest Bearing Notes
- #113">(g) Interest„Supplemental Provision for Renminbi Notes
- #113">(h) Benchmark Replacement
  - #113">(i) the Issuer shall use reasonable endeavours to appoint an Independent Adviser for the determination (with the Issuer's agreement) of a Successor Rate or, alternatively, if the Independent Adviser and the Issuer agree that there is no Successor Rate...
  - #113">(ii) the Alternative Benchmark Rate shall be such rate as the Independent Adviser and the Issuer acting in good faith agree has replaced the relevant Mid-Swap Floating Leg Benchmark Rate or Reference Rate (as applicable) in customary market usage for ...
  - #113">(iii) if the Issuer is unable to appoint an Independent Adviser, or if the Independent Adviser and the Issuer cannot agree upon, or cannot select a Successor Rate or an Alternative Benchmark Rate and Alternative Relevant Screen Page prior to the IA De...
  - #114">(iv) if a Successor Rate or an Alternative Benchmark Rate and an Alternative Relevant Screen Page is determined in accordance with the preceding provisions, such Successor Rate or Alternative Benchmark Rate and Alternative Relevant Screen Page shall b...
  - #114">(v) If the Issuer, following consultation with the Independent Adviser and acting in good faith, determines that (A) an Adjustment Spread is required to be applied to the Successor Rate or Alternative Benchmark Rate and (B) the quantum of, or a formul...
  - #114">(vi) if a Successor Rate or an Alternative Benchmark Rate and/or Adjustment Spread is determined in accordance with the above provisions, the Independent Adviser (with the Issuer's agreement) or the Issuer (as the case may be), may also specify change...
  - #114">(vii) the Issuer shall promptly following the determination of any Successor Rate or Alternative Benchmark Rate and Alternative Relevant Screen Page and Adjustment Spread (if any) give notice thereof and of any changes pursuant to sub-paragraph (vi) a...
#114">For the purposes of these Conditions, "Benchmark Event" means:
- #115">(A) the relevant Mid-Swap Floating Leg Benchmark Rate or Reference Rate (as applicable) has ceased to be published on the Relevant Screen Page as a result of such benchmark ceasing to be calculated or administered; or
- #115">(B) a public statement by the administrator of the relevant Mid-Swap Floating Leg Benchmark Rate or Reference Rate (as applicable) that it has ceased, or will cease, publishing such Mid-Swap Floating Leg Benchmark Rate or Reference Rate permanently or...
- #115">(C) a public statement by the supervisor of the administrator of the relevant Mid-Swap Floating Leg Benchmark Rate or Reference Rate (as applicable) that such Mid-Swap Floating Leg Benchmark Rate or Reference Rate has been or will be permanently or in...
- #115">(D) a public statement by the supervisor of the administrator of the relevant Mid-Swap Floating Leg Benchmark Rate or Reference Rate (as applicable) that means that such Mid-Swap Floating Leg Benchmark Rate or Reference Rate will be prohibited from be...
- #115">(E) a public statement by the supervisor of the administrator of the relevant Mid-Swap Floating Leg Benchmark Rate or Reference Rate (as applicable) that, in the view of such supervisor, (i) such Mid-Swap Floating Leg Benchmark Rate or Reference Rate ...
- #115">(F) it has or will become unlawful for the Calculation Agent or the Issuer to calculate any payments due to be made to any Noteholder using the relevant Mid-Swap Floating Leg Benchmark Rate or Reference Rate (as applicable) (including, without limitat...
- #115">(A) in the case of Senior Preferred or Senior Non-Preferred Notes, eligible liabilities and/or loss absorbing capacity of the Issuer and/or the Nordea Group; or
- #115">(B) in the case of Subordinated Notes, Tier 2 Capital of the Issuer and/or the Nordea Group,
#115">6. Redemption and Purchase
- #115">(a) Redemption at Maturity
- #116">(b) Early Redemption for Taxation Reasons - Withholding Tax
- #116">(c) Early Redemption as a result of a Tax Event
- #116">(d) Early Redemption of Senior Preferred Notes or Senior Non-Preferred Notes as a result of an MREL Disqualification Event
- #116">(e) Early Redemption of Subordinated Notes as a result of a Capital Event
- #116">(f) Optional Early Redemption (Call)
  - #117">(i) the Series of Notes subject to redemption;
  - #117">(ii) whether such Series is to be redeemed in whole or in part only and, if in part only, the Outstanding Principal Amount of the Notes of the relevant Series which are to be redeemed;
  - #117">(iii) the due date for such redemption, which shall be not less than thirty days (as more particularly specified in the relevant Final Terms) after the date on which such notice is validly given and which is, in the case of Notes which bear interest a...
  - #117">(iv) the amount at which such Notes are to be redeemed, which shall be their Outstanding Principal Amount (or such other amount as may be specified in the relevant Final Terms) together with, in the case of Notes which bear interest, accrued interest ...
- #117">(g) Partial Redemption
  - #117">(i) in the case of Bearer Notes, the Notes shall be redeemed pro rata to their Outstanding Principal Amount by being drawn by lot in such European city as the Fiscal Agent may specify, or identified in such other manner or in such other place as the F...
  - #117">(ii) in the case of Registered Notes, the Notes shall be redeemed pro rata to their Outstanding Principal Amount, subject always as aforesaid.
- #117">(h) Optional Early Redemption (Put)
- #118">(i) Early Redemption of Non-Interest Bearing Notes
  - #118">(i) Subject to the provisions of sub-paragraph (ii) below, the Amortised Face Amount of any such Note shall be the sum of (A) the Reference Price specified in the relevant Final Terms and (B) the aggregate amortisation of the difference between the pr...
  - #118">(ii) If the redemption amount payable in respect of any such Note upon its redemption pursuant to Condition 6(b) or 6(c) or 6(e) or, if applicable Condition 6(f) or 6(h) or upon it becoming due and payable as provided in Condition 7 is not paid when d...
- #118">(j) Conditions to Redemption
  - #118">(i) on or before such redemption of the Notes, the Issuer replaces the Notes with capital instruments of an equal or higher quality on terms that are sustainable for its income capacity; or
  - #118">(ii) the Issuer has demonstrated to the satisfaction of the Competent Authority that its Tier 2 Capital would, following such redemption, exceed the capital ratios required under CRD IV by a margin that the Competent Authority may consider necessary o...
  - #118">(iii) in the case of redemption before five years after the issue date of the Notes if:
    - #118">(A) the conditions listed in paragraphs (i) or (ii) above are met; and
    - #118">(B) in the case of redemption due to the occurrence of a Capital Event, (i) the Competent Authority considers such change to be sufficiently certain and (ii) the Issuer demonstrates to the satisfaction of the Competent Authority that the Capital Event...
    - #118">(C) in the case of redemption due to the occurrence of a Withholding Tax Event or Tax Event, the Issuer demonstrates to the satisfaction of the Competent Authority that such Withholding Tax Event or Tax Event is material and was not reasonably foresee...
- #119">(k) Purchase of the Notes
- #119">(l) Cancellation of Redeemed and Purchased Notes
- #119">(m) Procedure for Payment upon Redemption
#119">7. Events of Default
- #119">(a) Unrestricted Events of Default„Senior Preferred Notes
  - #119">(i) This Condition 7(a) is applicable in relation to Senior Preferred Notes specified in the relevant Final Terms as bearing Unrestricted Events of Default.
  - #119">(ii) The following events or circumstances (each an "Event of Default") shall be events of default in relation to the Notes:
    - #119">(A) default is made by the Issuer in the payment of any principal for a period of 14 days or any interest for a period of 30 days in respect of any such Notes, after in each case the date when due; or
    - #119">(B) default is made by the Issuer in the performance or observance of any other obligation, condition or provision binding on it under any of such Notes and such default continues for 45 days after written notice of such failure has first been given t...
    - #119">(C) an order is made or an effective resolution is passed for the dissolution or liquidation of the Issuer (except for the purposes of a merger, reconstruction or amalgamation under which the continuing entity effectively assumes the entire obligation...
    - #119">(D) the Issuer stops payment or (except for the purposes of such a merger, reconstruction or amalgamation as is referred to in sub-paragraph (C) above) ceases to carry on the whole or substantially the whole of its business, or an encumbrancer takes p...
  - #120">(iii) If any Event of Default shall occur in relation to any Series of Notes, other than VPS Notes, any Holder of any Note of the relevant Series may by written notice to the Issuer declare such Note and (if the Note is interest bearing) all interest ...
  - #120">(iv) If an Event of Default shall occur in relation to any Series of VPS Notes, any Holder of any VPS Note of the relevant Series may by written notice to the Issuer and the VPS Paying Agent declare such VPS Note and (if the VPS Note is interest beari...
- #120">(b) Restricted Events of Default„Senior Non-Preferred Notes, Subordinated Notes or Senior Preferred Notes
  - #120">(i) This Condition 7(b) is applicable in relation to Senior Non-Preferred Notes, Subordinated Notes or Senior Preferred Notes specified in the relevant Final Terms as bearing Restricted Events of Default.
  - #120">(ii) The following events or circumstances (each an "Event of Default") shall be an event of default in relation to the Notes:
  - #120">If:
    - #120">(A) the Issuer shall default in the payment of any principal for a period of 7 days after the date when due in respect of any such Note which has become due and payable in accordance with any redemption of such Notes; or
    - #120">(B) the Issuer shall default for a period of 14 days in the payment of interest due on any such Note on an Interest Payment Date or any other date on which the payment of interest is compulsory; or
    - #120">(C) an order is made or an effective resolution is passed for the winding up or liquidation of the Issuer (except for the purpose of a merger, reconstruction or amalgamation under which the continuing entity effectively assumes the entire obligations ...
  - #121">(iii) In any of the events or circumstances described in Condition 7(b)(i) above, the Holder of any Note may, by notice to the Issuer, declare such Note to be due and payable, and such Note shall accordingly become due and payable at its Outstanding P...
  - #121">(iv) The Holder of any Note may at its discretion institute such proceedings against the Issuer as it may think fit to enforce any obligation, condition, undertaking or provision binding on the Issuer under the Notes (other than, without prejudice to ...
  - #121">(v) No remedy against the Issuer, other than as provided in Conditions 7(b)(i), 7(b)(ii) and 7(b)(iii) above shall be available to the Holders of Notes, whether for the recovery of amounts owing in respect of the Notes or in respect of any breach by t...
#121">8. Taxation
- #121">(a) All amounts payable in respect of the Notes (whether in respect of interest or, in the case of Senior Preferred Notes bearing Unrestricted Events of Default only, principal, redemption amount or otherwise) by or on behalf of the Issuer will be mad...
  - #121">(i) in the Taxing Jurisdiction;
  - #121">(ii) by or on behalf of a Holder who is liable to such taxes or duties in respect of such Note by reason of such Holder having some connection with the Taxing Jurisdiction other than the mere holding of such Note; or
  - #121">(iii) more than thirty days after the Relevant Date, except to the extent that the relevant Holder would have been entitled to such additional amounts on presenting the same for payment on the expiry of such period of thirty days; or
  - #121">(iv) by or on behalf of, a Holder who would not be liable or subject to the withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority.
- #121">(b) For the purposes of these Conditions, the "Relevant Date" means the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the Fiscal Agent or, as the case may be, the Regist...
- #122">(c) Any reference in these Conditions to principal, redemption amount and/or interest in respect of the Notes shall be deemed also to refer to any additional amounts which may be payable under this Condition 8 or any undertaking given in addition ther...
- #122">(d) Notwithstanding anything in Conditions 8 or 9 to the contrary, none of the Issuer, any paying agent or any other person shall be required to pay any additional amounts with respect to any withholding or deduction imposed on or in respect of any No...
#122">9. Payments
- #122">(a) Payments„Bearer Notes
  - #122">(i) This Condition 9(a) is applicable in relation to Bearer Notes.
  - #122">(ii) Payment of amounts (including accrued interest) due on the redemption of Bearer Notes will be made against presentation and, save in the case of a partial redemption by reason of insufficiency of funds or payment of an Instalment Amount (other th...
  - #122">(iii) Payment of amounts due in respect of interest on Bearer Notes will be made:
    - #122">(A) in the case of a Temporary Global Note or Permanent Global Note, against presentation of the relevant Temporary Global Note or Permanent Global Note at the specified office of any of the Paying Agents outside the United States and, in the case of ...
    - #122">(B) in the case of Definitive Notes without Coupons attached thereto at the time of their initial delivery, against presentation of the relevant Definitive Notes at the specified office of any of the Paying Agents outside the United States; and
    - #122">(C) in the case of Definitive Notes delivered with Coupons attached thereto at the time of the initial delivery, against surrender of the relevant Coupons at the specified office of any of the Paying Agents outside the United States.
  - #122">(iv) If the due date for payment of any amount due (whether in respect of principal, interest or otherwise) in respect of any Bearer Notes is not a Business Day, then the Holder thereof will not be entitled to payment thereof until the next following ...
  - #122">(v) Each Definitive Note initially delivered with Coupons or Receipts attached thereto should be surrendered for final redemption together with all unmatured Coupons or Receipts appertaining thereto, failing which:
    - #123">(A) in the case of Definitive Notes which bear interest at a fixed rate or rates, the amount of any missing unmatured Coupons will be deducted from the amount otherwise payable on such final redemption, the amount so deducted being payable against sur...
    - #123">(B) in the case of Definitive Notes which bear interest at, or at a margin above or below, a floating rate, all unmatured Coupon relating to such Definitive Notes (whether or not surrendered therewith) shall become void and no payment shall be made th...
    - #123">(C) in the case of Bearer Notes initially delivered with Receipts attached thereto, all Receipts relating to such Bearer Notes in respect of a payment of an Instalment Amount which (but for such redemption) would have fallen due on a date after such d...
- #123">(b) Payments„Registered Notes
  - #123">(i) This Condition 9(b) is applicable in relation to Registered Notes.
  - #123">(ii) Payments of amounts (including accrued interest) due on the final redemption of Registered Notes will be made against presentation and, save in the case of a partial redemption by reason of insufficiency of funds, surrender of the relevant Regist...
  - #123">(iii) Payment of amounts (whether principal, interest or otherwise) due (other than in respect of the final redemption of Registered Notes) in respect of Registered Notes will be paid to the Holders thereof (or, in the case of joint Holders, the first...
  - #123">(iv) Notwithstanding the provisions of Condition 9(g)(ii), payments of interest due (other than in respect of the final redemption of Registered Notes) in respect of Registered Notes will be made by a cheque drawn on a bank in the Relevant Financial C...
- #123">(c) Payments„Swiss Franc Notes
- #124">(d) Payments„VP Notes
- #124">(e) Payments„VPS Notes
- #124">(f) Payments„Swedish Notes
- #124">(g) Payments„General Provisions
  - #124">(i) Save as otherwise specified herein, this Condition 9 is applicable in relation to Notes whether in bearer or in registered form.
  - #124">(ii) Subject to the provisions below, payments of amounts due (whether in respect of principal, interest or otherwise) in respect of Notes denominated in a currency other than euro will be made by cheque drawn on, or by transfer to, an account maintai...
  - #125">(iii) This Condition 9(g)(iii) applies to Renminbi Notes only.
#125">10. Prescription
- #125">(a) Bearer Notes and the related Coupons will become void unless presented for payment within ten years (or, in the case of Coupons and save as provided in Condition 9(a)(v), five years) after the due date for payment.
- #125">(b) Claims against the Issuer in respect of Registered Notes will be prescribed unless made within 10 years (or, in the case of claims in respect of interest, five years) after the due date for payment.
#125">11. The Paying Agents and the Registrar
#125">12. Replacement of Notes
#126">13. Meetings of Holders
#126">14. Notices
- #126">(a) To Holders of Bearer Notes
- #126">(b) To Holders of Registered Notes
- #126">(c) To the Issuer
- #126">(d) Notices in respect of Swiss Franc Notes
- #127">(e) Notices in respect of VP Notes
- #127">(f) Notices in respect of VPS Notes
- #127">(g) Notices in respect of Swedish Notes
#127">15. Provision of Information
#127">16. Further Issues
#128">17. Substitution and Variation
- #128">(i) include a ranking at least equal to that of the relevant Notes pursuant to Condition 4(a), Condition 4(b) or Condition 4(c), as applicable;
- #128">(ii) have the same interest rate and the same interest payment dates as those from time to time applying to the relevant Notes;
- #128">(iii) have equivalent redemption rights as the relevant Notes;
- #128">(iv) have the same currency of payment, maturity, denomination and original aggregate outstanding nominal amount as the relevant Notes prior to such variation or substitution;
- #128">(v) preserve any existing rights under the relevant Notes to any accrued interest which has not been paid in respect of the period from (and including) the interest payment date last preceding the date of substitution or variation; or
- #128">(vi) have a listing on a recognised stock exchange if the relevant Notes were listed immediately prior to such variation or substitution; and
#128">18. Law and Jurisdiction
- #128">(a) The Notes, the Fiscal Agency Agreement and the Deed of Covenant and all non-contractual obligations arising out of or in connection with any of them are governed by English law except that, in the case of Notes specified in the relevant Final Term...
- #129">(b) The Issuer irrevocably agrees for the benefit of the Holders of the Notes that the Courts of England shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection...
- #129">(c) Notwithstanding that, under the SFIA Act or the operating procedures, rules and regulations of Euroclear Sweden (together, the "Swedish Remedies"), Holders of Swedish Notes may have remedies against the Issuer for non-payment or non-performance un...
#129">19. Third Parties Rights
#129">20. Acknowledgement of Bail-in and Loss Absorption Powers
- #129">(a) the effect of the exercise of any Bail-in and Loss Absorption Powers by the Relevant Resolution Authority, which exercise (without limitation) may include and result in any of the following, or a combination thereof:
  - #129">(i) the reduction of all, or a portion, of the Relevant Amounts in respect of the Notes on a permanent basis;
  - #129">(ii) the conversion of all, or a portion, of the Relevant Amounts in respect of the Notes into shares, other securities or other obligations of the Issuer or another person, and the issue to or conferral on the Noteholder of such shares, securities or...
  - #130">(iii) the cancellation of the Notes or the Relevant Amounts in respect of the Notes; and
  - #130">(iv) the amendment or alteration of the perpetual nature of the Notes or amendment of the amount of interest payable on the Notes, or the date on which interest becomes payable, including by suspending payment for a temporary period; and
- #130">(b) the variation of the terms of the Notes, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of any Bail-in and Loss Absorption Powers by the Relevant Resolution Authority.
#131">USE OF PROCEEDS
#132">CLEARING AND SETTLEMENT
#132">General
#132">Euroclear
#132">Clearstream, Luxembourg
#133">VP
#133">The address of VP is VP Securities A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark
#133">VPS
#133">Euroclear Sweden
#133">SIS
#134">THE NORDEA GROUP
#134">General
#134">The Nordea Group is the largest financial services group in the Nordic market (Denmark, Finland, Norway and Sweden) measured by total income with a global reach and operating in 18 countries worldwide. Nordea serves approximately 10 million customer...
#134">The Nordea Group offers a comprehensive range of banking and financial products and services to household and corporate customers, including financial institutions. The Nordea Group's products and services comprise a broad range of household banking ...
#134">Legal Structure
#134">Nordea Group
#135">Overview of the Merger
#135">Nordea Group's Organisation
#135">Strategy
#135">A customer-centric organisation
#136">Digitalisation and distribution transformation
#136">Building a resilient business for the future
#136">Trust and Responsibility
#136">Overview
#137">Business areas and Group Functions & Other
#137">Personal Banking
#137">Commercial & Business Banking
#137">Wholesale Banking
#137">Asset & Wealth Management
#137">Group Functions & Other
#138">Legal and Administrative Proceedings
#139">Capital Adequacy
#141">NORDEA BANK ABP
#141">Overview and legal Structure
#141">Share Capital and Shareholders
#141">Share Capital
#141">Shareholders
#141">Board of Directors
#143">John Maltby has been a member of the board of directors since 2019. As of the date of this Base Prospectus, Mr. Maltby is Chairman of Good Energy Group Plc and Pepper Money. He is also a member of the board of directors of Simplyhealth Group, Bank of...
#143">Sarah Russell has been a member of the board of directors since 2010. As of the date of this Base Prospectus, Ms. Russell is the Global CEO of Aegon Asset Management and a member of the board of directors of several Aegon AM group companies including...
#143">Birger Steen has been a member of the board of directors since 2015. As of the date of this Base Prospectus, Mr. Steen is the Chairman of the board of directors of Nordic Semiconductior ASA and a board member of Schibsted ASA and Skooler AS. He is al...
#143">Maria Varsellona has been a member of the board of directors since 2017. As of the date of this Base Prospectus, Ms. Varsellona is the President of Nokia Technologies and Chief Legal Officer of Nokia Corporation.
#143">Group Executive Management
#144">Independence
#145">External Auditors
#145">Dividends
#145">

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#145">

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#145">

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#145">

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#145">

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#145">Material Agreements
#145">Corporate Governance
#146">SELECTED FINANCIAL INFORMATION
- #146">Selected Consolidated Income Statement Data
- #147">Selected Consolidated Balance Sheet Data
- #148">Cash Flow Statement
#149">TAXATION
#149">Finnish Taxation
#149">Non-Resident Holders of Notes
#149">Resident Holders of Notes
#150">Irish Taxation
#150">Tax at the standard rate of income tax (currently 20 per cent.) is required to be withheld from payments of Irish source interest. The Issuer will not be obliged to withhold Irish income tax from payments of interest on the Notes so long as such paym...
- #150">(i) the Issuer is resident in Ireland for tax purposes; or
- #150">(ii) the Issuer has a branch or permanent establishment in Ireland, the assets or income of which is used to fund the payments on the Notes; or
- #150">(iii) the Issuer is not resident in Ireland for tax purposes but the register for the Notes is maintained in Ireland or (if the Notes are in bearer form) the Notes are physically held in Ireland.
#150">It is anticipated that, (i) the Issuer is not and will not be resident in Ireland for tax purposes; (ii) the Issuer does not and will not have a branch or permanent establishment in Ireland; (iii) bearer Notes will not be physically located in Irelan...
#150">Encashment Tax
#150">Luxembourg Taxation
#150">All payments of interest (including accrued but unpaid interest) and principal by the Issuer in the context of the holding, disposal, redemption or repurchase of the Notes, which are not profit sharing, can be made free and clear of any withholding o...
- #151">(i) regarding resident individual Holders of Notes, the application of the Luxembourg law of 23 December 2005, as amended (the "Law"), which has introduced a 20 per cent. withholding tax on savings income paid by a paying agent, within the meaning of ...
- #151">(ii) Pursuant to the Law, Luxembourg resident individuals who are the beneficial owners of savings income paid by a paying agent within the meaning of the Law established outside Luxembourg, in a Member State of either the European Union or the Europe...
#151">Swiss Taxation
#151">Swiss Federal Withholding Tax
#152">Other Tax Considerations
#152">Information gathering and sharing
#153">SUBSCRIPTION AND SALE
#153">Prohibition of Sales to EEA Retail Investors
#153">Unless the Final Terms in respect of any Notes specifies the "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represe...
- #153">(a) For the purposes of this provision, the expression "retail investor" means a person who is one (or more) of the following:
  - #153">(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
  - #153">(ii) a customer within the meaning of Directive 2002/92/EC, as amended or superseded, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
  - #153">(iii) in relation to any Exempt Notes with a minimum denomination below 100,000 or its equivalent in any other currency, not a qualified investor as defined in the Prospectus Directive; and
- #153">(b) the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes.
#153">Public Offer Selling Restriction Under the Prospectus Directive
#153">If the Final Terms in respect of any Notes specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant ...
- #153">(a) Approved prospectus: if the Final Terms in relation to the Notes specify that an offer of those Notes may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a "Non-exempt Offer"), following the d...
- #154">(b) Qualified investors: at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
- #154">(c) Fewer than 150 offerees: at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issu...
- #154">(d) Other exempt offers: at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
#154">provided that no such offer of Notes referred to in (b) to (d) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus...
#154">Australia
#154">Each Dealer has represented and agreed that it:
- #154">(a) has not (directly or indirectly) offered or invited applications, and will not offer or invite applications, for the issue, sale or purchase of, any Notes in, to or from Australia (including an offer or invitation which is received by a person in ...
- #154">(b) has not distributed or published, and will not distribute or publish, any draft, preliminary or definitive offering memorandum, advertisement or other offering material relating to the Programme or any sale of Notes in Australia.
#154">unless:
- #154">(i) the aggregate consideration payable by each offeree or invitee is at least AUD 500,000 (or equivalent in an alternative currency and, in either case, disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise d...
- #154">(ii) the offer or invitation is not made to a person who is a "retail client" within the meaning of section 761G of the Corporations Act;
- #154">(iii) such action complies with all applicable laws, regulations and directives; and
- #154">(iv) such action does not require any document to be lodged with ASIC or any other regulatory authority in Australia.
#154">By applying for Notes under the Base Prospectus, each person to whom Notes are issued (an "Investor"):
- #155">(a) will be deemed by the Issuer and each of the Dealers to have acknowledged that if any Investor on-sells Notes within 12 months from their issue, the Investor will be required to lodge a prospectus or other disclosure document (as defined in the Co...
  - #155">(i) that sale is to an Investor that:
    - #155">(A) falls within one of the categories set out in sections 708(8) or 708(11) of the Corporations Act; and
      - #155">(1) is not a "retail client" within the meaning of section 761G of the Corporations Act,
      - #155">(2) to whom it is lawful to offer Notes in Australia without a prospectus or other disclosure document lodged with ASIC; or
    - #155">(B) the sale offer is received outside Australia; and
- #155">(b) will be deemed by the Issuer and each of the Dealers to have undertaken not to sell those Notes in any circumstances other than those described in paragraphs (A)(1) and (2) above for 12 months after the date of issue of such Notes.
#155">This Base Prospectus is not, and under no circumstances is to be construed as, an advertisement or public offering of any Notes in Australia.
#155">Denmark
#155">Estonia
#155">Finland
#156">France
#156">Ireland
- #156">(a) it will not underwrite the issue of, or place the Notes, otherwise than in conformity with the provisions of the European Union (Markets in Financial Instruments) Regulations 2017 (as amended, the "MiFID II Regulations"), including, without limita...
- #156">(b) it will not underwrite the issue of, or place, the Notes, otherwise than in conformity with the provisions of the Companies Act 2014 (as amended), the Central Bank Acts 1942 to 2015 (as amended) and any codes of practice made under Section 117(1) ...
- #156">(c) it will not underwrite the issue of, place or otherwise act in Ireland in respect of the Notes, otherwise than in conformity with the provisions of the Market Abuse Regulation (EU 596/2014) (as amended) and any rules and guidance issued under Sect...
#156">Italy
#156">The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly, each Dealer has represented and agreed that, save as set out below, it has not offered or sold, and will not offer or sell, any Notes in th...
#156">Accordingly, each Dealer has represented and agreed that it will not offer, sell or deliver any Notes or distribute copies of the Base Prospectus and any other document relating to the Notes in the Republic of Italy except:
- #156">(a) to "qualified investors", as referred to in Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended ("Decree No. 58") and defined in Article 34-ter, paragraph 1, let. b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended ("...
- #156">(b) in any other circumstances which are exempt from the rules on offers to the public pursuant to Article 100 of the Decree No. 58 and Regulation No. 11971.
#157">Any such offer, sale or delivery of the Notes or distribution of copies of this Base Prospectus or any other document relating to the Notes in the Republic of Italy must be:
- #157">(a) made by investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993 as amended (the "Banking Act"), Decree No. 58, CONSOB Regul...
- #157">(b) in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines of the Bank of Italy issued on 25 August 2015 (including the reporting requirements, where applicable), as amended from time to time (including on 10 Au...
- #157">(c) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or any other Italian authority.
#157">Latvia
#157">Lithuania
#157">Luxembourg
#157">The Notes may not be offered or sold to the public within the territory of the Grand Duchy of Luxembourg unless:
- #157">(a) a prospectus has been duly approved by the Commission de Surveillance du Secteur Financier (the "CSSF") pursuant to (i) part II of the Luxembourg law dated 10 July 2005 on prospectuses for securities, as amended, which implements the Prospectus Di...
- #157">(b) if Luxembourg is not the home Member State as defined under the Luxembourg Prospectus Law, the CSSF and the European Securities Markets Authority have been provided by the competent authority in the home Member State with a certificate of approval...
- #158">(c) the offer of Notes benefits from an exemption from, or constitutes a transaction not subject to, the requirement to publish a prospectus under the Luxembourg Prospectus Law.
#158">The Netherlands
#158">For selling restrictions in respect of The Netherlands, see "Public Offer Selling Restriction Under the Prospectus Directive" below and in addition:
- #158">(a) Specific Dutch selling restriction for exempt offers: Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree that it will not make an offer of Notes which are the subje...
  - #158">(i) such offer is made exclusively to persons or legal entities which are qualified investors (as defined in the Dutch Financial Supervision Act (Wet op het financieel toezicht, the "FSA") and which includes authorised discretionary asset managers act...
  - #158">(ii) standard exemption logo and wording are incorporated in the Final Terms as required by Article 5:20(5) of the FSA; or
  - #158">(iii) such offer is otherwise made in circumstances in which Article 5:20(5) of the FSA is not applicable,
- #158">(b) Compliance with Dutch Savings Certificates Act: Zero Coupon Notes (as defined below) in definitive form of the Issuer may only be transferred and accepted, directly or indirectly, within, from or into The Netherlands through the mediation of eithe...
#158">New Zealand
#158">No action has been taken to permit the Notes to be directly or indirectly offered, sold or delivered to any retail investor, or otherwise under any regulated offer, in terms of the Financial Markets Conduct Act 2013 of New Zealand ("FMCA"). In parti...
#158">Accordingly, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not directly or indirectly made any offer or sold or delivered and agrees it will not, dir...
#159">Each Dealer has agreed that it will not offer, sell or deliver any Notes in New Zealand, or distribute, publish, deliver or disseminate in New Zealand any offering material, information memorandum (including this Base Prospectus), any Final Terms or ...
- #159">(a) an "investment business";
- #159">(b) "large"; or
- #159">(c) a "government agency",
- #159">in each case as defined in Schedule 1 to the FMCA.
#159">For the avoidance of doubt, Notes, Receipts, Coupons and Talons may not be offered or transferred to any "eligible investor" (as defined in clause 41 of Schedule 1 to the FMCA) or to any person who, under clause 3(2)(b) of Schedule 1 to the FMCA, mee...
- #159">(a) certify that they hold a valid RWT exemption certificate for New Zealand resident withholding tax purposes or otherwise have exempt status in respect of resident withholding tax; and
- #159">(b) provide a New Zealand tax file number to such Dealer (in which event the Dealer shall provide details thereof to the Issuer, the Registrar, the Fiscal Agent and each Paying Agent pursuant to the Fiscal Agency Agreement).
#159">Norway
#159">Portugal
#160">Spain
#160">Sweden
#160">United Kingdom
#160">Each Dealer has represented and agreed that:
- #160">(a) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received ...
- #160">(b) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
#161">The United States of America
#161">Canada
#162">Japan
#162">The People's Republic of China
#162">Hong Kong
#162">Singapore
- #162">Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required to acknowledge, that this Base Prospectus has not been and will not be registered as a prospectus with the Monetary Authority of Singapore (the "MAS")...
#163">Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
- #163">(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited in...
- #163">(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
#163">securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after ...
- #163">(a) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
- #163">(b) where no consideration is or will be given for the transfer;
- #163">(c) where the transfer is by operation of law;
- #163">(d) as specified in Section 276(7) of the SFA; or
- #163">(e) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
#163">General
#164">GENERAL INFORMATION
- #164">1. The update of the Programme was authorised by a duly convened meeting of the Board of Directors of the Issuer on 5 September 2018.
- #164">2. Neither the Issuer nor any of its subsidiaries is, or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) during the 12 months before ...
- #164">3. Since 31 March 2019, there has been no significant change in the financial or trading position of the Issuer or the Nordea Group.
- #164">4. Since 31 December 2018, there has been no material adverse change in the prospects of the Issuer or the Nordea Group.
- #164">5. The consolidated financial statements of the Nordea Group have been audited without qualification for the year ended 31 December 2018 by authorised public accountants PricewaterhouseCoopers Oy, and the consolidated financial statements of Nordea Ba...
- #164">6. For the 12 months following the date of this Base Prospectus, physical copies and, where appropriate, English translations of the following documents may be inspected during normal business hours at the specified office of the Fiscal Agent in Londo...
  - #164">(a) the certificate of Registration and Articles of Association of the Issuer;
  - #164">(b) the Fiscal Agency Agreement (as amended from time to time) (which contains the forms of the Notes);
  - #164">(c) the Deed of Covenant (as supplemented from time to time);
  - #164">(d) the audited consolidated financial statements of the Nordea Group for the year ended 31 December 2018, the audited consolidated financial statements of Nordea Bank AB (publ) for the year ended 31 December 2017 and the Interim Statements, in each c...
  - #164">(e) this Base Prospectus, together with any supplements thereto;
  - #164">(f) the Final Terms for issues listed on any stock exchange and issued pursuant to this Base Prospectus; and
  - #164">(g) the Issuer-ICSDs Agreement.
  - #164">(a) a copy of this Base Prospectus and any Final Terms relating to Notes which are admitted to trading on the Main Market of Euronext Dublin; and
  - #164">(b) any supplements to this Base Prospectus, any future base prospectuses relating to the Programme and any supplements to any future base prospectuses relating to the Programme.
- #165">7. It is expected that each Series of Notes which is to be admitted to the Official List of Euronext Dublin and admitted to trading on its regulated market or the Global Exchange Market will be admitted separately as and when issued, subject only to t...
- #165">8. Each Tranche of Notes will be allocated an International Securities Identification Number ("ISIN"), Common Code, Financial Instrument Short Name ("FISN"), Classification of Financial Instruments ("CFI") code and/or other securities identifier, whic...
- #165">9. The Legal Entity Identifier ("LEI") code of the Issuer is 529900ODI3047E2LIV03.
- #165">10. Settlement arrangements will be agreed between the Issuer, the relevant Dealer and the Fiscal Agent or, as the case may be, the Registrar in relation to each Series.
- #165">11. There are no material contracts having been entered into outside the ordinary course of the Issuer's business and which could result in any Group member being under an obligation or entitlement that is material to the Issuer's ability to meet its ...
- #165">12. The price and amount of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer at the time of issue in accordance with prevailing market conditions.
- #165">13. Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for the Issuer and its affiliates in the ordinary course of busines...
- #165">14. Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuer in relation to the Notes and is not itself seeking admission of the Notes to the Official List of Euronext Dublin or to trading on the regulated m...
#166">ANNEX 1 … AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE NORDEA GROUP FOR THE YEAR ENDED 31 DECEMBER 2018, INCLUDING THE AUDITOR'S REPORT AND NOTES RELATING THERETO
#368">ANNEX 2 … AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE NORDEA GROUP FOR THE YEAR ENDED 31 DECEMBER 2017, INCLUDING THE AUDITOR'S REPORT AND NOTES RELATING THERETO
#530">ANNEX 3 … UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE NORDEA GROUP FOR THE THREE MONTHS ENDED 31 MARCH 2019 INCLUDING THE AUDITOR'S REVIEW REPORT AND NOTES RELATING THERETO