NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. * Subscription price EUR 1.81, SEK 20.75 and DKK 13.49 per new ordinary share * Shareholders in Nordea will have the right to subscribe for 11 new ordinary shares per 20 existing ordinary shares * Record date 17 March 2009 * Subscription period 20 March to 3 April 2009 * The rights offering is subject to shareholder approval at the Extraordinary General Meeting (EGM) to be held on 12 March 2009 The Board of Directors of Nordea Bank AB (publ) has decided on the final terms for Nordea's rights offering. Shareholders on the record date of 17 March 2009 will be entitled to subscribe for 11 new ordinary shares per 20 existing ordinary shares held. The subscription price is set at EUR 1.81, SEK 20.75, and DKK 13.49 per new ordinary share. This corresponds to an implied discount of approximately 44% to the theoretical ex-rights price adjusted for the proposed dividend, based on the closing price on 10 March 2009 for Nordea's share listed on NASDAQ OMX Stockholm.[1] In total, up to 1,431 million new ordinary shares will be issued, and the share capital will be increased accordingly with up to EUR 1,431m, if fully subscribed. The total net proceeds of the rights offering will amount to approximately EUR 2.5bn. The rights offering is subject to shareholder approval at the EGM to be held on 12 March 2009. The subscription price shall be paid in: * SEK or EUR if subscription is made by exercising subscription rights registered with the Swedish securities system, or without exercising subscription rights for registration of new ordinary shares in the Swedish securities system; * EUR if subscription is made by exercising subscription rights registered with the Finnish securities system, or without exercising subscription rights for registration of new ordinary shares in the form of share depositary receipts the Finnish securities system; and * DKK or EUR if subscription is made by exercising subscription rights registered with the Danish securities system, or without exercising subscription rights for registration of new ordinary shares in the Danish securities system. [1] The new ordinary shares do not entitle to any dividend resolved at the Annual General Meeting (AGM) 2009 to be held on 2 April 2009. The dividend proposal for the AGM is EUR 0.20 per share.
Terms set for Nordea's rights offering
| Source: Nordea Bank AB (publ)