Rights issue 2009 overview

Rights Offering and Reduced 2008 Dividend to Strengthen Core Capital Position by EUR 3bn.

Nordea announces measures to strengthen the Group’s Core Tier 1 capital by EUR 3 billion. The Board of Directors of Nordea has resolved to increase Nordea’s share capital through an underwritten discounted issue of new ordinary shares with pre-emptive rights for existing shareholders of approximately EUR 2.5 billion net (the “Rights Offering”) and secondly by proposing to reduce the dividend payment to 19% of the net profit for 2008, to be decided by the 2009 Annual General Meeting, which will increase the Core Tier 1 capital by approximately EUR 0.5 billion. The Rights Offering is subject to shareholder approval at an Extraordinary General Meeting to be held on 12 March 2009.

Transaction Highlights

  • Nordea’s three largest shareholders, the Swedish Government, Sampo Oyj and Nordea-fonden (previously Nordea Danmark-fonden), in aggregate representing 36.1% of Nordea’s shares outstanding, will subscribe for their pro rata share of the Rights Offering. In addition, Sampo Oyj has agreed to guarantee 13% of the Rights Offering (subject to certain conditions). Accordingly, in total 49% of the Rights Offering is to be subscribed for or guaranteed by core shareholders of Nordea.
  • J.P. Morgan and Merrill Lynch International have agreed to underwrite the remainder of the Rights Offering (corresponding to 51%), subject to customary terms and conditions.

"I am encouraged by the strong support from our existing shareholders in pursuing these capital strengthening measures, which gives us an additional cushion to manage for an uncertain economic outlook. Nordea is in a strong position and well prepared for a challenging 2009. The capital strengthening measures provide additional flexibility to selectively explore high credit quality business opportunities", says Christian Clausen, President and Group Chief Executive Officer.