Nordea Bank AB

Transaction in Own Shares • Dec 16, 2025

Nordea to launch share buy-back programme of up to EUR 500 million

Nordea to launch share buy-back programme of up to EUR 500 million

Nordea Bank Abp

Stock exchange release - Other information disclosed according to the rules of

the Exchange

16 December 2025 at 9.30 EET

Nordea has received approval from the European Central Bank (ECB) for further

share buy-backs of EUR 500 million, and Nordea's Board of Directors has in

accordance with the authorisation granted by the 2025 Annual General Meeting

decided on a share buy-back programme of up to EUR 500 million. The programme

will commence on 18 December 2025 or as soon as possible after that date.

The purpose of the buy-backs is to maintain an efficient capital structure and

improve shareholder returns. The programme will commence on 18 December 2025 or

as soon as possible after that date and end no later than 8 May 2026.

Nordea has engaged a third-party broker to execute the buy-back programme. Based

on irrevocable instructions, the broker will decide on the repurchases,

including their timing, in full independence. All repurchases will be made in

compliance with applicable price and volume limits and other applicable terms.

The key terms of the share buy-back programme include:

· Nordea may repurchase shares for the maximum amount of up to EUR 500 million

based on the authorisation by the 2025 Annual General Meeting and subject to the

maximum number of 300,000,000 repurchased shares. At any given time, the number

of own shares collectively held by Nordea and its subsidiaries may not exceed

10% of all the shares in Nordea.

· Nordea will repurchase the shares otherwise than in proportion to the

shareholdings of its shareholders (directed repurchases).

· The shares will be repurchased in public trading in accordance with

Regulation (EU) 596/2014 and Commission Delegated Regulation (EU) 2016/1052

(which together constitute the Safe Harbour regulation). The shares will be

repurchased on Nasdaq Helsinki, Nasdaq Stockholm and Nasdaq Copenhagen.

· The price payable per share will be determined by the pricing obtainable on

the relevant trading venue and in accordance with the authorisation granted by

the 2025 Annual General Meeting.

· Nordea will not repurchase any shares in the United States or in respect of

its American Depositary Receipts.

· Nordea will repurchase the shares using its unrestricted equity and record

the repurchases as a deduction from retained earnings.

· The repurchase of shares may be temporarily paused at any time around

corporate events of Nordea, such as dividend payments.

· The repurchased shares will be cancelled on a monthly basis.

· Nordea may suspend or terminate the programme before its scheduled end date.

In such cases this will be announced in a stock exchange release.

As at the date of this release Nordea holds 8,673,455 treasury shares for

capital optimisation purposes and 10,299,096treasury shares for remuneration

purposes.

Nordea is focused on maintaining an efficient capital structure and will

continue to distribute excess capital to shareholders in line with its capital

and dividend policy. If the share buy-back programme had been in place on 30

September 2025, it would have reduced the Nordea Group CET1 ratio by

approximately 30 bp.

For further information:

Ilkka Ottoila, Head of Investor Relations, +358 9 5300 7058

Media inquiries, +358 10 416 8023 or press@nordea.com

The information provided in this stock exchange release was submitted for

publication, through the agency of the contacts set out above, at 9.30 EET on 16

December 2025.

Nordea is a leading Nordic financial services group and the preferred choice for

millions of customers across the region. For more than 200 years, we have

proudly served as a trusted financial partner for individuals, families and

businesses - enabling dreams and aspirations for a greater good. Our vision is

to be the best-performing financial services group in the Nordics, accelerating

through our scale, people and technology. The Nordea share is listed on the

Nasdaq Helsinki, Nasdaq Copenhagen and Nasdaq Stockholm exchanges.