Repurchase of C-shares for Long Term Incentive Programme 2011

The Board of Directors of Nordea Bank AB (publ) has decided, in accordance with
an authorisation given by the Annual General Meeting on 24 March 2011, on a
directed offer to repurchase 4,730,000 C-shares from Royal Bank of Scotland
("RBS").

Nordea's Annual General Meeting decided on a directed issue of 4,730,000 C-
shares to RBS and an authorisation to the Board of Directors to repurchase the
C-shares. The issue and repurchase are part of the implementation of Nordea's
Long Term Incentive Programme 2011. Acquisition will be made during the period
5 May - 20 May 2011. Payment for acquired shares will be made in cash, and the
price per share will be EUR 1 plus an administration fee. The price is expected
to amount to approximately EUR 1.003 per share. Acquisition also includes a so-
called interim share, designated by Euroclear Sweden AB as a "paid subscription
share" (Swedish "BTA") relating to a C-share. Nordea currently holds 15,293,180
own ordinary shares and no own C-shares or paid subscription shares relating to
a C-share.

RBS has informed Nordea that it intends to accept the offer.

After all 4,730,000 C-shares have been acquired, the Board of Directors intends
to convert them to ordinary shares.


For further information:
Steen Christensen, Group Human Resources, +45 3333 3049
Erik Durhan, Group Identity and Communications, +46 8 534 914 36


The information in this press release is such that Nordea shall announce
publicly according to Act (1991:980) regarding trading with financial
instruments and/or Act (2007:528) regarding the securities market.

[HUG#1509809]