Obligation Nordia Bank Abp 0% ( XS2343845389 ) en SEK

Société émettrice Nordia Bank Abp
Prix sur le marché refresh price now   99.81 %  ▲ 
Pays  Finlande
Code ISIN  XS2343845389 ( en SEK )
Coupon 0%
Echéance 17/08/2031



Prospectus brochure de l'obligation Nordea Bank Abp XS2343845389 en SEK 0%, échéance 17/08/2031


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

L'Obligation émise par Nordia Bank Abp ( Finlande ) , en SEK, avec le code ISIN XS2343845389, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/08/2031







TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions of the Notes which, as completed by the relevant Final Terms or (in
the case of Exempt Notes only) as completed, amended and/or replaced by the relevant Pricing Supplement, will
be applicable to each Series of Notes. The paragraphs appearing in italics below are included for disclosure
purposes only and do not form part of the terms and conditions of the Notes.
The Notes are issued in accordance with the fiscal agency agreement (as amended and/or restated and/or replaced
from time to time, the "Fiscal Agency Agreement") constituted by the fiscal agency agreement dated 7 May 2021
and made between Nordea Bank Abp (the "Issuer"), Citibank, N.A., London Branch in its capacity as fiscal agent
(the "Fiscal Agent", which expression shall include any successor to Citibank, N.A., London Branch in its
capacity as such), Citigroup Global Markets Europe AG as registrar (the "Registrar" in relation to any Series of
Notes except Swedish Notes, which expression shall include any successor to Citigroup Global Markets Europe
AG in its capacity as such), certain financial institutions named therein in their capacity as paying agents (the
"Paying Agents", which expression shall include the Fiscal Agent and any substitute or additional paying agents
appointed in accordance with the Fiscal Agency Agreement), Nordea Bank Abp in its capacity as issuing agent
for VP Notes (as defined below) (the "VP Issuing Agent"), Nordea Bank Abp in its capacity as Norwegian paying
agent for VPS Notes (the "VPS Paying Agent") and Nordea Bank Abp in its capacity as Swedish issuing agent
for Swedish Notes (the "Swedish Issuing Agent").
For the purposes of Notes denominated in Swiss francs ("Swiss Franc Notes"), the Issuer will, together with the
Swiss paying agent specified as such in the relevant Final Terms or Pricing Supplement (the "Swiss Paying
Agent"), enter into a supplement agency agreement (the "Swiss Supplemental Agency Agreement") on or prior
to the Issue Date of the relevant Series of Swiss Franc Notes.
The Notes have the benefit of a deed of covenant (the "Deed of Covenant") dated 5 May 2020 (as amended and/or
restated and/or replaced from time to time), executed by the Issuer in relation to the Notes.
Copies of the Fiscal Agency Agreement and the Deed of Covenant are available for inspection at the specified
office of each of the Paying Agents and the Registrar. All persons from time to time entitled to the benefit of
obligations under any Notes shall be deemed to have notice of and to be bound by all of the provisions of the
Fiscal Agency Agreement and the Deed of Covenant insofar as they relate to the relevant Notes.
The Notes are issued in series (each a "Series") made up of one or more Tranches, and each Series will be the
subject of a final terms (each a "Final Terms") or, in the case of Exempt Notes, a pricing supplement (the "Pricing
Supplement") which, in either case, completes and (in the case of Exempt Notes only) completes, amends and/or
replaces these Terms and Conditions (the "Conditions"). In the case of Exempt Notes, any other reference in
these Conditions to "Final Terms" shall be deemed to be a reference to the relevant Pricing Supplement.
Notes may be cleared through SIX SIS AG, Olten Switzerland ("SIS"), or cleared through the Danish Securities
Centre, VP Securities A/S ("VP Notes" and the "VP", respectively), the Norwegian Central Securities Depository
which will be Verdipapirsentralen ASA ("VPS Notes" and the "VPS", respectively) or the Swedish Central
Securities Depository which will be the Swedish Central Securities Depositary and Clearing Organisation
Euroclear Sweden AB, incorporated in Sweden with Reg. No. 556112-8074 ("Swedish Notes" and "Euroclear
Sweden").
As an alternative to clearing via Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking SA
("Clearstream, Luxembourg"), Swiss Franc Notes will be issued in bearer form and will be represented
exclusively by a Permanent Global Note which shall be deposited by the Swiss Paying Agent with SIS, or such
other depositary as may be approved by the SIX Swiss Exchange. For the purposes of Swiss Franc Notes,
references in these Conditions to Euroclear or Clearstream, Luxembourg shall be construed as including
references to SIS, which expression shall include any other clearing institution recognised by the SIX Swiss
Exchange with which the Permanent Global Note may be deposited from time to time, which shall be considered
an additional or alternative clearing system for the purposes of these Conditions.
The VP Notes will be registered in uncertificated and dematerialised book entry form with the VP. VP Notes
registered in the VP are negotiable instruments and not subject to any restrictions on free negotiability under
Danish law.


As the VP Notes will be in uncertificated and dematerialised book entry form, the Conditions applicable to VP
Notes shall be deemed to be incorporated by reference in, and to form part of, the Deed of Covenant by which the
VP Notes are constituted.
The VPS Notes will be registered in uncertificated and dematerialised book entry form with the VPS. VPS Notes
registered in VPS are negotiable instruments and not subject to any restrictions on free negotiability under
Norwegian law.
As the VPS Notes will be in uncertificated and dematerialised book entry form, the Conditions applicable to the
VPS Notes shall be deemed to be incorporated by reference in, and to form part of, the Deed of Covenant by
which the VPS Notes are constituted.
The registrar in respect of any Series of Swedish Notes will be Euroclear Sweden (the "Swedish Registrar") in
accordance with the Swedish Financial Instruments Accounts Act (lag (1998:1479) om kontoföring av finansiella
instrument) as amended (the "SFIA Act").
The Swedish Notes will be registered in uncertificated and dematerialised book entry form with Euroclear
Sweden. Swedish Notes registered in Euroclear Sweden are negotiable instruments and not subject to any
restrictions on free negotiability under Swedish law.
As the Swedish Notes will be in uncertificated and dematerialised book entry form, the Conditions applicable to
the Swedish Notes shall be deemed to be incorporated by reference in, and to form part of, the Deed of Covenant
by which the Swedish Notes are constituted.
References in these Conditions to "Notes" are to the Notes of the relevant Series and any references to Coupons
and Receipts, both as defined below, are to Coupons and Receipts relating to Notes of the relevant Series.
References to "Exempt Notes" are to Notes for which no prospectus is required to be published under Regulation
(EU) 2017/1129 (for the purposes of these terms and conditions, the "EU Prospectus Regulation").
1.
Interpretation
(a)
In these Conditions the following expressions have the following meanings:
"Adjustment Spread" means either a spread (which may be positive or negative) or a formula or
methodology for calculating a spread, which the Issuer, following consultation with the Independent
Adviser and acting in good faith, determines should be applied to the relevant Successor Rate or the
relevant Alternative Benchmark Rate (as applicable), as a result of the replacement of the relevant Mid-
Swap Floating Leg Benchmark Rate or Reference Rate with the relevant Successor Rate or the relevant
Alternative Benchmark Rate (as applicable), and is the spread, formula or methodology which:
(i)
in the case of a Successor Rate, is recommended or formally provided as an option for parties to
adopt, in relation to the replacement of the Mid-Swap Floating Leg Benchmark Rate or Reference
Rate (as applicable) with the Successor Rate by any Relevant Nominating Body; or
(ii)
in the case of a Successor Rate for which no such recommendation has been made, or option
provided, or in the case of an Alternative Benchmark Rate, the spread, formula or methodology
which the Issuer, following consultation with the Independent Adviser and acting in good faith,
determines to be appropriate as a result of the replacement of the Mid-Swap Floating Leg
Benchmark Rate or Reference Rate (as applicable) with the Successor Rate or Alternative
Benchmark Rate (as applicable);
"Applicable Banking Regulations" means at any time the laws, regulations, delegated or implementing
acts, regulatory or implementing technical standards, rules, requirements, guidelines and policies relating
to capital adequacy and/or minimum requirement for own funds and eligible liabilities and/or loss
absorbing capacity then in effect in the Relevant Jurisdiction including, without limitation to the
generality of the foregoing, CRD, the SRM Regulation, BRRD, the Creditor Hierarchy Directive and
those regulations, requirements, guidelines and policies relating to capital adequacy and/or minimum
requirement for own funds and eligible liabilities and/or loss absorbing capacity and/or the
implementation of the Creditor Hierarchy Directive adopted by the Competent Authority, the Resolution
Authority or any other national or European authority from time to time, and then in effect (whether or
not such requirements, guidelines or policies have the force of law and whether or not they are applied
generally or specifically to the Nordea Group);


"Benchmark Event" has the meaning given in Condition 5(h);
"BRRD" means Directive 2014/59/EU of May 15, 2014 establishing the framework for the recovery and
resolution of credit institutions and investment firms, as amended by Directive (EU) 2018/879 of 20 May
2019 as regards the loss-absorbing and recapitalisation capacity of credit institutions and investment firms,
the Creditor Hierarchy Directive and Directive 98/26/EC, and as may be further amended or replaced
from time to time;
"Business Day" means (unless varied or restated in the relevant Final Terms) a day on which commercial
banks and foreign exchange markets settle payments in the relevant currency in London and, in the case
of Registered Notes, London or Luxembourg and:
(i)
in relation to Notes denominated in euro, which is a TARGET2 Settlement Day; and
(ii)
in relation to Swedish Notes, Stockholm; and
(iii)
in relation to Notes denominated in any other currency, the Relevant Financial Centre; and
(iv)
in relation to payments due upon presentation and/or surrender of any Notes or Coupons, in the
relevant place of presentation and/or surrender;
"Business Day Convention" means, in relation to any particular date, the meaning given in the relevant
Final Terms and, if so specified in the relevant Final Terms, may have different meanings in relation to
different dates and, in this context, the following expressions shall have the following meanings:
(i)
"Following Business Day Convention" means that the relevant date shall be postponed to the
first following day that is a Business Day;
(ii)
"Modified Following Business Day Convention" or "Modified Business Day Convention"
means that the relevant date shall be postponed to the first following day that is a Business Day
unless that day falls in the next calendar month in which case that date will be the first preceding
day that is a Business Day;
(iii)
"Preceding Business Day Convention" means that the relevant date shall be brought forward
to the first preceding day that is a Business Day;
(iv)
"FRN Convention", "Floating Rate Convention" or "Eurodollar Convention" means that
each relevant date shall be the date which numerically corresponds to the preceding such date in
the calendar month which is the number of months specified in the relevant Final Terms as the
Specified Period after the calendar month in which the preceding such date occurred provided,
however, that:
(A)
if there is no such numerically corresponding day in the calendar month in which any
such date should occur, then such date will be the last day which is a Business Day in
that calendar month; and
(B)
if any such date would otherwise fall on a day which is not a Business Day, then such
date will be the first following day which is a Business Day unless that day falls in the
next calendar month, in which case it will be the first preceding day which is a Business
Day; and
(C)
if the preceding such date occurred on the last day in a calendar month which was a
Business Day, then all subsequent such dates will be the last day which is a Business
Day in the calendar month which is the specified number of months after the calendar
month in which the preceding such date occurred; and
(D)
"No Adjustment" or "unadjusted" means that the relevant date shall not be adjusted in
accordance with any Business Day Convention;
"Calculation Agent" means the Fiscal Agent or such other agent specified as being responsible for
calculating the Rate(s) of Interest and/or Interest Amount(s) and/or principal or interest due in the relevant
Final Terms;


"Calculation Amount" has the meaning given in the relevant Final Terms;
"Capital Event" means the determination by the Issuer, after consultation with the Competent Authority,
that the Outstanding Principal Amount of the relevant series of Subordinated Notes ceases or would be
likely to cease to be included in whole or in part, or count in whole or in part, towards the Tier 2 Capital
of either the Issuer or the Nordea Group (other than by reason of a full or partial exclusion of the
Outstanding Principal Amount of the relevant series of Subordinated Notes arising by reason of any
applicable limit on the amount of such capital under the Applicable Banking Regulations from time to
time);
"Capital Requirements 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 amended by Directive (EU) 2019/878 of 20 May 2019
as regards exempted entities, financial holding companies, mixed financial holding companies,
remuneration, supervisory measures and powers and capital conservation measures, and as may be further
amended or replaced from time to time;
"Competent Authority" means any authority having primary responsibility for the prudential
supervision of the Issuer and/or the Nordea Group at the relevant time;
"Conditions to Redemption" means, in relation to any Notes, the conditions to redemption or repurchase
set out in Condition 6 or as otherwise specified in the relevant Final Terms and which are applicable to
such Notes;
"CRD" means the legislative package consisting of the Capital Requirements Directive, the CRR and any
CRD IV Implementing Measures;
"CRD Implementing Measures" means any regulatory capital rules or regulations, or other requirements,
which are applicable to the Issuer or the Nordea Group and which prescribe (alone or in conjunction with
any other rules or regulations) the requirements to be fulfilled by financial instruments for their inclusion
in the regulatory capital of the Issuer or the Nordea Group (on a solo or consolidated basis, as the case
may be) to the extent required by the Capital Requirements Directive or the CRR, including for the
avoidance of doubt any regulatory technical standards released by the European Banking Authority (or
any successor or replacement thereof);
"Creditor Hierarchy Directive" means Directive (EU) 2017/2399 of the European Parliament and of
the Council of 12 December 2017 amending Directive 2014/59/EU as amended by Regulation (EU)
2019/876 of 20 May 2019 as regards the leverage ratio, the net stable funding ratio, requirements for own
funds and eligible liabilities, counterparty credit risk, market risk, exposures to central counterparties,
exposures to collective investment undertakings, large exposures, reporting and disclosure requirements,
and as may be further amended or replaced from time to time;
"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 by Regulation (EU) 2019/876 of 20 May 2019 as regards the leverage ratio, the net stable
funding ratio, requirements for own funds and eligible liabilities, counterparty credit risk, market risk,
exposures to central counterparties, exposures to collective investment undertakings, large exposures,
reporting and disclosure requirements, and as may be further amended or replaced from time to time;
"Day Count Fraction" means, in respect of the calculation of an amount for any period of time (the
"Calculation Period"), such day count fraction as may be specified in these Conditions or the relevant
Final Terms and:
(i)
if "Actual/Actual (ICMA)" is so specified, means:
(A)
where the Calculation Period is equal to or shorter than the Regular Period during which
it falls, the actual number of days in the Calculation Period divided by the product of (1)
the actual number of days in such Regular Period and (2) the number of Regular Periods
in any year; and
(B)
where the Calculation Period is longer than one Regular Period, the sum of:


(1)
the actual number of days in such Calculation Period falling in the Regular
Period in which it begins divided by the product of (1) the actual number of
days in such Regular Period and (2) the number of Regular Periods in any year;
and
(2)
the actual number of days in such Calculation Period falling in the next Regular
Period divided by the product of (1) the actual number of days in such Regular
Period and (2) the number of Regular Periods in any year;
(ii)
if "Actual/Actual (ISDA)" is so specified, means the actual number of days in the Calculation
Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum
of (A) the actual number of days in that portion of the Calculation Period falling in a leap year
divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling
in a non-leap year divided by 365);
(iii)
if "Actual/365 (Fixed)" is so specified, means the actual number of days in the Calculation
Period divided by 365;
(iv)
if "Actual/365 (Sterling)" is so specified, means the actual number of days in the Calculation
Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
(v)
if "Actual/360" is so specified, means the actual number of days in the Calculation Period
divided by 360;
(vi)
if "30/360", "360/360" or "Bond Basis" is so specified, the number of days in the Calculation
Period divided by 360, calculated on a formula basis as follows:
[360x(Y - Y )] + [30x(M - M )] + (D - D )
2
1
2
1
2
1
360
Day Count Fraction =

where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day
included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Calculation
Period falls;
"M2" is the calendar month, expressed as number, in which the day immediately following the
last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such
number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in
the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case
D2 will be 30;
(vii)
if "30E/360" or "Eurobond Basis" is so specified, the number of days in the Calculation Period
divided by 360, calculated on a formula basis as follows:
[360x(Y - Y )] + [30x(M - M )] + (D - D )
2
1
2
1
2
1
Day Count Fraction =
360

where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;


"Y2" is the year, expressed as a number, in which the day immediately following the last day
included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Calculation
Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the
last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such
number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in
the Calculation Period, unless such number would be 31, in which case D2 will be 30; and
(viii)
if "30E/360 (ISDA)" is so specified, the number of days in the Calculation Period divided by
360, calculated on a formula basis as follows:
[360x(Y - Y )] + [30x(M - M )] + (D - D )
2
1
2
1
2
1
Day Count Fraction =
360

where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day
included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Calculation
Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the
last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless (x) that
day is the last day of February or (y) such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in
the Calculation Period, unless (x) that day is the last day of February but not the date fixed for
redemption or (y) such number would be 31, in which case D2 will be 30,
provided, however, that in each such case the number of days in the Calculation Period is
calculated from and including the first day of the Calculation Period to but excluding the last day
of the Calculation Period;
"Determination Agent" means the agent specified as such in the relevant Final Terms;
"First Margin" means the margin specified as such in the relevant Final Terms;
"First Reset Date" means the date specified in the relevant Final Terms;
"First Reset Period" means the period from (and including) the First Reset Date until (but excluding)
the Second Reset Date or, if no such Second Reset Date is specified in the relevant Final Terms, the
Maturity Date or date of any final redemption;
"First Reset Rate of Interest" means, in respect of the First Reset Period and subject to Condition 5(d)
and 5(e)(iii), the rate of interest determined by the Calculation Agent on the relevant Reset Determination
Date as the sum of the relevant Reset Reference Rate and the First Margin;
"Governmental Authority" means any de facto or de jure government (or any agency or instrumentality
thereof), court, tribunal, administrative or other governmental authority or any other entity (private or
public) charged with the regulation of the financial markets (including the central bank) of Hong Kong;


"Illiquidity" means the general Renminbi exchange market in Hong Kong becomes illiquid, other than
as a result of an event of Inconvertibility or Non-transferability, as determined by the Issuer in good faith
and in a commercially reasonable manner following consultation with two Renminbi Dealers, as a result
of which the Issuer cannot, having used its reasonable endeavours, obtain sufficient Renminbi in order
fully to satisfy its obligation to pay interest or principal (in whole or in part) in respect of the Renminbi
Notes;
"Inconvertibility" means that the Issuer determines (in good faith and in a commercially reasonable
manner) that it is impossible or, having used its reasonable endeavours, impracticable, for it to convert
any amount due in respect of the Renminbi Notes in the general Renminbi exchange market in Hong
Kong, other than where such impossibility or impracticability is due solely to the failure of the Issuer to
comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule
or regulation is enacted after the Issue Date of the first Tranche of the Relevant Series and it is impossible
or, having used its reasonable endeavours, impracticable for the Issuer, due to an event beyond its control,
to comply with such law, rule or regulation);
"Independent Adviser" means an independent financial institution of international repute or other
independent financial adviser of recognised standing with relevant experience in the international capital
markets, in each case appointed by the Issuer at its own expense;
"Interest Commencement Date" means the Issue Date of the Notes (as specified in the Final Terms) or
such other date as may be specified as such in the Final Terms;
"Initial Rate of Interest" has the meaning specified in the relevant Final Terms;
"Instalment Amount" means, in relation to an Instalment Note, the amount of each instalment as may
be specified in, or determined in accordance with the provisions of, the Final Terms. To the extent that
an Instalment Amount requires determination, such amount may be determined by a Calculation Agent;
"Interest Payment Date" has the meaning specified in Condition 5(b)(ii);
"Issue Date" has the meaning specified in the relevant Final Terms;
"Junior Securities" means any (i) Subordinated Notes (or securities or other obligations of the Issuer
which rank, or are expressed to rank, on a voluntary or involuntary liquidation or bankruptcy of the Issuer,
pari passu with the Subordinated Notes) or other subordinated debt instruments or securities of the Issuer
which are recognised as "Tier 2 Capital" of the Issuer from time to time by the Competent Authority, (ii)
Additional Tier 1 Notes (or securities or other obligations of the Issuer which rank, or are expressed to
rank, on a voluntary or involuntary liquidation or bankruptcy of the Issuer, pari passu with the Additional
Tier 1 Notes) or other subordinated and undated debt instruments or securities of the Issuer which are
recognised as "Additional Tier 1 Capital" of the Issuer from time to time by the Competent Authority,
(iii) share capital of the Issuer and (iv) any other subordinated security or obligation which ranks, or is
expressed to rank, junior to the Senior Non-Preferred Notes;
"Maturity Date" has the meaning given in the relevant Final Terms;
"Maximum Redemption Amount" has the meaning given in the relevant Final Terms;
"Mid-Swap Maturity" has the meaning given in the relevant Final Terms;
"Mid-Market Swap Rate" means for any Reset Period the mean of the bid and offered rates for the fixed
leg payable with a frequency equivalent to the frequency with which scheduled interest payments are
payable on the Notes during the relevant Reset Period (calculated on the day count basis customary for
fixed rate payments in the Specified Currency of a fixed-for-floating interest rate swap transaction in the
Specified Currency which transaction (i) has a term equal to the relevant Reset Period and commencing
on the relevant Reset Date, (ii) is in an amount that is representative for a single transaction in the relevant
market at the relevant time with an acknowledged dealer of good credit in the swap market and (iii) has
a floating leg based on the Mid-Swap Floating Leg Benchmark Rate for the Mid-Swap Maturity (as
specified in the relevant Final Terms) (calculated on the day count basis customary for floating rate
payments in the Specified Currency);


"Mid-Market Swap Rate Quotation" means a quotation (expressed as a percentage rate per annum) for
the relevant Mid-Market Swap Rate;
"Mid-Swap Floating Leg Benchmark Rate" means the rate as specified in the relevant Final Terms;
"Mid-Swap Rate" means, in relation to a Reset Determination Date and subject to Condition 5(d)(iii),
either:
(i)
if Single Mid-Swap Rate is specified in the relevant Final Terms, the rate for swaps in the
Specified Currency:
(A)
with a term equal to the relevant Reset Period; and
(B)
commencing on the relevant Reset Date,
which appears on the Relevant Screen Page; or
(ii)
if Mean Mid-Swap Rate is specified in the relevant Final Terms, the arithmetic mean (expressed
as a percentage rate per annum and rounded, if necessary, to the nearest 0.001 per cent. (0.0005
per cent. being rounded upwards)) of the bid and offered swap rate quotations for swaps in the
Specified Currency:
(A)
with a term equal to the relevant Reset Period; and
(B)
commencing on the relevant Reset Date,
which appear on the Relevant Screen Page,
in either case, as at approximately 11.00 a.m. in the Relevant Financial Centre of the Specified
Currency on such Reset Determination Date, all as determined by the Calculation Agent;
"Minimum Redemption Amount" has the meaning given in the relevant Final Terms;
"MREL Disqualification Event" means the whole or any part of the outstanding aggregate principal
amount of the relevant series of Notes at any time, ceases or (in the opinion of the Issuer) will cease to
count towards the Issuer's and/or the Nordea Group's eligible liabilities and/or loss absorbing capacity (in
each case for the purposes of, and in accordance with, the relevant Applicable Banking Regulations);
provided that an MREL Disqualification Event (a) shall not occur if such whole or part of the outstanding
principal amount of the relevant series of Notes ceases or (in the opinion of the Issuer) will cease to count
towards such eligible liabilities and/or loss absorbing capacity due to the remaining maturity of such
Notes being less than the minimum period prescribed by the relevant Applicable Banking Regulations
and (b) shall only occur in respect of a Subordinated Note if the whole or any part of the outstanding
principal amount of the relevant series of Subordinated Notes has ceased to qualify as Tier 2 Capital.
"MREL Disqualification Event Effective Date" means (i) in the case of Restricted Senior Preferred
Notes and Senior Non-Preferred Notes, the Issue Date of the first Tranche of the Notes and (ii) in the case
of Subordinated Notes, the date specified in the relevant Final Terms or such earlier date as may be
permitted under the Applicable Banking Regulations.
"Non-transferability" means that the Issuer determines (in good faith and in a commercially reasonable
manner) that it is impossible or, having used its reasonable endeavours, impracticable, for it to deliver
Renminbi (i) between accounts inside Hong Kong or (ii) from an account inside Hong Kong to an account
outside Hong Kong, other than where such impossibility or impracticability is due solely to the failure of
the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless
such law, rule or regulation is enacted after the Issue Date of the first Tranche of the Relevant Series and
it is impossible or, having used its reasonable endeavours, impracticable for the Issuer, due to an event
beyond its control, to comply with such law, rule or regulation);
"Nordea Group" means the Issuer and its Subsidiaries;
"Optional Redemption Amount" has the meaning given in the relevant Final Terms;


"Optional Redemption Date(s)" means the date(s) specified in the relevant Final Terms and shall, in the
case of Notes which bear interest at a floating rate at the time of redemption, be a date upon which interest
is payable;
"Original Reset Reference Rate Basis" has the meaning given in the relevant Final Terms and shall be
annual, semi-annual, quarterly or monthly;
"Outstanding Principal Amount" means, (i) in respect of an Instalment Note, its principal amount on
the Issue Date less any principal amount on which interest shall have ceased to accrue in accordance with
Condition 5(e)(v); and (ii) in respect of a Note other than that specified in (i) above, the principal amount
of the Note on the Issue Date as reduced by any partial redemptions or repurchases from time to time;
"Parity Securities" means securities issued by the Issuer and set out in Schedule 13 (Parity Securities of
the Issuer) to the Fiscal Agency Agreement;
"PRC" means the People's Republic of China;
"Rate Calculation Business Day" means a day (other than a Saturday or Sunday) on which commercial
banks are open for general business (including dealings in foreign exchange) in Hong Kong and New
York City;
"Rate Calculation Date" means the day which is two Rate Calculation Business Days before the due
date of the relevant amount under these Terms and Conditions;
"Rate of Interest" means (i) in the case of Notes other than Reset Notes, the rate or rates (expressed as a
percentage per annum) of interest payable in respect of the Notes specified in the relevant Final Terms or
calculated or determined in accordance with the provisions of these Conditions; and (ii) in the case of
Reset Notes, the Initial Rate of Interest, the First Reset Rate of Interest or the Subsequent Reset Rate of
Interest, as applicable;
"Rating Agency" means any rating agency specified as rating the Notes in the relevant Final Terms or
any other rating agency of equivalent standing which has assigned a rating to the Notes at the request or
invitation of the Issuer;
"Reference Banks" has the meaning given in the relevant Final Terms or, if none, four major banks in
the swap, money, securities or other market most closely connected with the relevant Mid-Swap Rate as
selected by the Issuer on the advice of an investment bank of international repute;
"Reference Bond Price" means, with respect to any Reset Determination Date (i) the arithmetic average
(as determined by the Calculation Agent) of the Reference Government Bond Dealer Quotations for such
Reset Determination Date, after excluding the highest and lowest such Reference Government Bond
Dealer Quotations, or (ii) if fewer than five such Reference Government Bond Dealer Quotations are
received, the arithmetic average (as determined by the Calculation Agent) of all such quotations;
"Reference Bond Rate" means, with respect to any Reset Period, the rate per annum equal to the yield
to maturity or interpolated yield to maturity (on the relevant day count basis) of the Reset Reference Bond,
assuming a price for the Reset Reference Bond (expressed as a percentage of its principal amount) equal
to the Reference Bond Price for such Reset Determination Date, as determined by the Calculation Agent,
provided that if only one Reference Government Bond Dealer Quotation is received or if no Reference
Government Bond Dealer Quotations are received in respect of the determination of the Reference Bond
Price, the Rate of Interest shall not be determined by reference to the Reference Bond Rate and the Rate
of Interest shall instead be, in the case of the First Reset Rate of Interest, the Initial Rate of Interest and,
in the case of any Subsequent Reset Rate of Interest, the Rate of Interest as at the last preceding Reset
Date (though substituting, where a different Relevant Margin is to be applied to the relevant Reset Period
from that which applied to the last preceding Reset Period, the Relevant Margin relating to the relevant
Reset Period, in place of the Relevant Margin relating to that last preceding Reset Period);
"Reference Government Bond Dealer" means each of five banks selected by the Issuer (following,
where practicable, consultation with the Calculation Agent) or their affiliates, which are (i) primary
government securities dealers, and their respective successors, or (ii) market makers in pricing corporate
bond issues;


"Reference Government Bond Dealer Quotations" means, with respect to any Reference Government
Bond Dealer and any Reset Determination Date, the arithmetic average, as determined by the Calculation
Agent, of the bid and offered prices for the Reset Reference Bond (expressed in each case as a percentage
of its principal amount) as at the Reset Determination Time and quoted in writing to the Calculation
Agent by such Reference Government Bond Dealer;
"Reference Price" has the meaning given in the relevant Final Terms;
"Reference Rate" has the meaning given to such term in the relevant Final Terms;
"Regular Period" means:
(i)
in the case of Notes where interest is scheduled to be paid only by means of regular payments,
each period from and including the Interest Commencement Date to but excluding the first
Interest Payment Date and each successive period from and including one Interest Payment Date
to but excluding the next Interest Payment Date;
(ii)
in the case of Notes where, apart from the first Interest Period, interest is scheduled to be paid
only by means of regular payments, each period from and including a Regular Date falling in
any year to but excluding the next Regular Date, where "Regular Date" means the day and
month (but not the year) on which any Interest Payment Date falls; and
(iii)
in the case of Notes where, apart from one Interest Period other than the first Interest Period,
interest is scheduled to be paid only by means of regular payments, each period from and
including a Regular Date falling in any year to but excluding the next Regular Date, where
"Regular Date" means the day and month (but not the year) on which any Interest Payment Date
falls other than the Interest Payment Date falling at the end of the irregular Interest Period;
"Relevant Financial Centre" means, unless otherwise specified in the Final Terms:
(i)
in relation to Notes denominated in Australian Dollars, Sydney;
(ii)
in relation to Notes denominated in Canadian Dollars, Toronto;
(iii)
in relation to Notes denominated in Chinese Renminbi, Hong Kong or Beijing as specified in the
Final Terms;
(iv)
in relation to Notes denominated in Danish Krone, Copenhagen;
(v)
in relation to Notes denominated in Hong Kong Dollars, Hong Kong;
(vi)
in relation to Notes denominated in Japanese Yen, Tokyo;
(vii)
in relation to Notes denominated in Polish Zloty, Warsaw;
(viii)
in relation to Notes denominated in Pounds Sterling, London;
(ix)
in relation to Notes denominated in Mexican Pesos, Mexico City;
(x)
in relation to Notes denominated in New Zealand Dollars, Wellington and Auckland;
(xi)
in relation to Notes denominated in Norwegian Kroner, Oslo;
(xii)
in relation to Notes denominated in Russian Roubles, Moscow;
(xiii)
in relation to Notes denominated in South African Rand, Johannesburg;
(xiv)
in relation to Notes denominated in Swedish Krona, Stockholm;
(xv)
in relation to Notes denominated in Swiss francs, Zurich;
(xvi)
in relation to Notes denominated in United States dollars, New York City; and


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