Nordea’s rights offering oversubscribed

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08.04.09 11:00 | Lehdistötiedotteet | Rights issue 2009

The preliminary calculation of the outcome of Nordea’s rights offering shows an aggregated subscription of approximately 1,836 million shares, with and without preferential rights. Compared to a total of approximately 1,430 million shares offered, this represents a total subscription level of 128.4%. Since the rights offering is oversubscribed the underwriting guarantees will not be utilised.

Of the total shares offered, 98.8% were subscribed for with subscription rights. Approximately 423 million shares were subscribed for without subscription rights. New shares subscribed for without subscription rights will be allocated to those that subscribed by exercise of subscription rights, according to principles described in the prospectus.

The final outcome of the rights offering is expected to be announced on or around 17 April 2009.

“We are very satisfied with the strong support that both new and existing shareholders are showing us, with regards to both the rationale for the rights offering and our strategic direction, including the special emphasis on cost and risk management”, said Christian Clausen, Nordea’s President and Group Chief Executive Officer.

As a result of the rights offering, the number of ordinary shares will increase by 1,430,059,524 shares to 4,030,167,751 shares and the share capital will increase by EUR 1,430,059,524 to
EUR 4,030,167,751.

Paid subscribed shares will be traded on the NASDAQ OMX Nordic Exchange in Copenhagen, Helsinki and Stockholm until 20 April 2009, after which the paid subscribed shares are expected to be registered as ordinary shares.

According to the terms of the rights offering shareholders in Nordea had the right to subscribe for 11 new ordinary shares per 20 existing ordinary shares. The subscription price was EUR 1.81,
SEK 20.75 or DKK 13.49 per new ordinary share. The last day of the subscription period was 3 April 2009. The total net proceeds of the rights offering will amount to approximately EUR 2.5bn.

J.P. Morgan, Merrill Lynch International and Nordea Markets acted as Joint Global Coordinators and Joint Bookrunners of the rights offering.

For further information:

Fredrik Rystedt, Chief Financial Officer, +46 8 614 7812
Johan Ekwall, Head of Investor Relations, +46 8 614 7852

The information above has been made public according to the Swedish Securities Market Act (2007:528) and the Swedish Financial Instruments Trading Act (1991:980). This information was published at 9.00 am CET on 8 April 2009.

DISCLAIMERS

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR HONG KONG.

This press release is not an offer for subscription for shares in Nordea. A prospectus relating to the rights offering referred to in this press release and the subsequent listing of the ordinary shares at NASDAQ OMX Stockholm, Helsinki and Copenhagen has been filed with, and approved and registered by, the Swedish Financial Supervisory Authority and is available on, inter alia, Nordea’s website.

The distribution of this press release in certain jurisdictions may be restricted. This press release does not constitute an offer of, or an invitation to purchase, any securities of Nordea in any jurisdiction.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. Nordea Bank AB (publ) does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia, Japan or Hong Kong.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Nordea has not authorized any offer to the public of shares or rights in any Member State of the European Economic Area other than Sweden and any other jurisdiction into which the offering of shares or rights has been passported. With respect to each Member State of the European Economic Area other than Sweden (and any other jurisdiction into which the offering of shares or rights has been passported) and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. As a result, the shares or rights may only be offered in Relevant Member States (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity meeting two or more of the following criteria: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than EUR 43 million and (3) an annual net turnover of more than EUR 50 million, as shown in its last annual or consolidated accounts; or (c) in any other circumstances, not requiring Nordea to publish a prospectus as provided under Article 3(2) of the Prospectus Directive.

For the purposes hereof, the expression an “offer to the public of shares or rights” in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares and rights to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

J.P. Morgan and Merrill Lynch International are acting exclusively for Nordea and no one else in connection with the rights offering. They will not regard any other person (whether or not a recipient of this release) as their respective clients in relation to the rights offering and will not be responsible to anyone other than Nordea for providing the protections afforded to their respective clients nor for giving advice in relation to the rights offering or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by J.P. Morgan and Merrill Lynch International as to the accuracy, completeness or verification of the information set forth in this release, and nothing contained in this release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. J.P. Morgan and Merrill Lynch International assume no responsibility for its accuracy, completeness or verification and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they might otherwise be found to have in respect of this release or any such statement.