Repurchase of C-shares for Long Term Incentive Programme 2012

The Board of Directors of Nordea Bank AB (publ) has decided, in accordance with
an authorisation given by the Annual General Meeting on 22 March 2012, on a
directed offer to repurchase 2,679,168 C-shares from Royal Bank of Scotland
(“RBS”).
Nordea’s Annual General Meeting decided on a directed issue of 2,679,168 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 2012. Acquisition will be made during the period
27 April – 25 May 2012. 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 1.011 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 18,003,281 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 2,679,168 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
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.