Nordea divests its Polish banking, life and financing businesses to PKO Bank Polski

In order to meet its financial targets and according to its strategy to
concentrate on markets where it can deliver a superior customer experience and
significant scale benefits based on a leading market position, Nordea has
decided to divest its Polish banking, financing and life insurance operations,
including Nordea Bank Polska S.A., Nordea Finance Polska S.A. and Nordea Polska
Towarzystwo Ubezpieczen na Zycie S.A., to PKO Bank Polski for EUR 694m[1].
- We have built a strong business in Poland over the last ten years. The
divestment is a rational structural change for all parties involved. It will
contribute positively to Nordea’s long-term financial goals and enable us to
continue to develop business and services. At the same time our customers and
employees in Poland will become part of a leading Polish bank, says President
and Group CEO of Nordea Christian Clausen.

The transaction is expected to lead to a minor capital gain and profit and loss
effect. In addition, it has a positive impact on the Nordea Group’s core tier 1
ratio of approximately 50 bp, of which approximately half is expected to be
realised immediately on closing of the transaction[2].

Over the last years, stricter governance and operational practices have been
imposed on Polish banks, including a requirement to list at least 25 per cent of
their shares on the Warsaw Stock Exchange. Nordea Bank Polska today has a free
float of 0.8 per cent. These practices make it increasingly challenging to
pursue Nordea’s uniform operating model which is used across all other markets.
At the same time it would take significant investments to reach the scale needed
in the future consolidating Polish banking market.

- This transaction is a part of the execution of Nordea’s strategy. We remain
committed to shaping the future relationship bank, built on the stability that
can only be created by top league return on equity, a solid capital base and low
volatility. The divestment is well aligned with the implementation of the plan
to deliver strong profitability in all areas, units and segments of the bank,
says Christian Clausen.

The transaction is expected to be completed during 2013 and is subject to
regulatory approvals. Until then, customers will continue to be serviced by
Nordea Bank Polska as part of the Nordea Group.

PKO Bank Polski will launch a public tender offer for the shares in Nordea Bank
Polska S.A. in compliance with local stock exchange regulations.

As a result of the transaction, the Nordea Group expects to report its Polish
operations as discontinued operations from the Q2 report.

The Nordea Operations Centre in Lodz and the Polish pension fund company will
not be affected by the transaction.


For further information:
Rodney Alfvén, Head of Investor Relations, +46 8 614 7880
Claus Christensen, Group Identity & Communications, +45 25 24 89 93

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[1] Of which approximately EUR 5m will be attributable to the minority
shareholders of Nordea Bank Polska S.A., based on a current PLN/EUR rate of
4.08.
[2] Nordea will provide transitional risk sharing and funding with an
insignificant impact on the Group’s profit and loss statement. The remaining
part of the benefit to core tier 1 capital will be realised as the risk sharing
and funding support ends. The majority of the positive capital impact is due to
the release of risk-weighted assets at the time of the transaction and the
subsequent release of the capital allocated to the transitional risk sharing and
funding.