Nordea Bank AB

Capital/Financing Update • Sep 3, 2025

Issuance of Additional Tier 1 conversion notes by Nordea

Issuance of Additional Tier 1 conversion notes by Nordea

Nordea Bank Abp

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

the Exchange

3 September 2025 at 24.00 EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO

THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE

WOULD BE UNLAWFUL.

Nordea Bank Abp ("Nordea") today priced USD 850,000,000 Perpetual Reset

Additional Tier 1 Conversion Notes (the "Notes") to be issued under Nordea's

Global Medium-Term Note Programme.

The Notes constitute Additional Tier 1 (AT1) capital and are issued by Nordea to

maintain Nordea's strong capital position and to take advantage of favorable

market conditions.

The Notes will be issued at an issue price of 100 per cent with a coupon of

6.750 per cent up to the first reset date on 10 November 2033, after which the

coupon is again reset every five years.

The Notes are perpetual with a first call date on 10 November 2033. If the CET1

capital ratio of Nordea (on either a solo or a consolidated group level)

decreases below 5.125 per cent, the Notes are automatically converted into

ordinary shares in Nordea in accordance with the terms and conditions of the

Notes. The issuance of the Notes is part of Nordea's ordinary capital management

activities and is based on the authorisation granted by the Annual General

Meeting of Nordea held on 20 March 2025.

The offering of the Notes, which is fully subscribed, will be settled on 10

September 2025. Nordea will apply to have the Notes admitted to trading on the

Global Exchange Market of Euronext Dublin.

For further information:

Juho-Pekka Jääskeläinen, Head of Debt Investor Relations and Ratings, +358

953006435

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 24.00 EET on 3

September 2025.

DISCLAIMER

The distribution of this stock exchange release may be restricted by law and

persons into whose possession any document or other information referred to

herein comes should inform themselves about and observe any such restrictions.

This stock exchange release is not directed to, and is not intended for

distribution to or use by, any person or entity in any jurisdiction where such

distribution, publication or use would be contrary to law or regulation or which

would require any registration within such jurisdiction. This stock exchange

release shall not constitute an offer to sell or the solicitation of an offer to

buy the Notes or any other securities, nor shall there be any offer,

solicitation or sale of the Notes or any other securities in any state or other

jurisdiction in which such an offer, solicitation or sale would be unlawful.

This stock exchange release is not for publication or distribution, directly or

indirectly, in or into the United States and does not constitute an offer of

securities for sale in the United States. The Notes have not been, and will not

be, registered under the United States Securities Act of 1933, as amended (the

"Securities Act"), and may not be offered, sold or delivered in the United

States, or to or for the account or benefit of U.S. persons (as defined in

Regulation S under the Securities Act), except pursuant to an exemption from, or

in a transaction not subject to, the requirements of the Securities Act. There

will be no public offer of securities in the United States.

No prospectus has been or will be approved in the United Kingdom in respect of

the Notes. This stock exchange release is directed only at (i) persons outside

the United Kingdom (ii) "qualified investors" within the meaning of Regulation

(EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the

European Union (Withdrawal) Act 2018 (a) who have professional experience in

matters relating to investments falling within Article 19(5) of the Financial

Services and Market Act 2000 (Financial Promotion) Order 2005 (the "Order") or

b) falling within Article 49(2) (a) to (d) of the Order or (c) to whom it may

otherwise be lawfully communicated (all such persons being referred to as

"relevant persons"). Any investment activity to which this stock exchange

release may relate is only available to, and any invitation, offer or agreement

to engage in such investment activity will be engaged in only with, relevant

persons. Any person who is not a relevant person should not act or rely on this

stock exchange release or any of its contents.

In member states of the EEA, this stock exchange release is directed only at

persons who are "qualified investors" within the meaning of Regulation (EU)

2017/1129.

MiFID II and UK MiFIR professionals/ECPs-only / No PRIIPs or UK PRIIPs KID / UK

FCA CoCo restriction. Manufacturer target market (MIFID II and UK MiFIR product

governance) is eligible counterparties and professional clients only (all

distribution channels). No PRIIPs or UK PRIIPs key information document (KID)

has been prepared as not available to retail in the EEA or the United Kingdom.

No sales to retail clients (as defined in COBS 3.4) in the United Kingdom.

We are a universal bank with a 200-year history of supporting and growing the

Nordic economies - enabling dreams and aspirations for a greater good. Every

day, we work to support our customers' financial development, delivering best-in

-class omnichannel customer experiences and driving sustainable change. The

Nordea share is listed on the Nasdaq Helsinki, Nasdaq Copenhagen and Nasdaq

Stockholm exchanges. Read more about us at nordea.com.