Directed offer for C-shares for Long Term Incentive Programme 2009

The Board of Directors of Nordea Bank AB (publ) has today, in
accordance with an authorisation given by the Annual General Meeting
on 2 April 2009, decided on a directed offer for the acquisition of
shares to the subscriber of C-shares in Nordea, ie Royal Bank of
Scotland plc ("RBS"). The offer is part of the implementation of
Nordea's Long Term Incentive Programme 2009 and includes all
7,250,000 C-shares which Nordea will issue.

Acquisition will be made during the period 5 May -20 May 2009.
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 1.002 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 11,751,227 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 7,250,000 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
Helena Östman, Group Identity and Communications, +46 8 614 84 64




The information provided in this press release is such that Nordea is
required to disclose pursuant to the Swedish Financial Instruments
Trading Act (1991:980) and/or the Swedish Securities Markets Act
(2007:528). The information was submitted for publication at
approximately 08.00 CET on 29 April 2009.