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Nordea Bank AB: Completion of Merger

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COMPLETION OF MERGER EFFECTING NORDEA'S RE-DOMICILATION FROM SWEDEN TO FINLAND: INFORMATION REGARDING NORDEA'S OUTSTANDING SECURITIES

COPENHAGEN, Denmark, Oct. 01, 2018 (GLOBE NEWSWIRE) -- Nordea Bank AB (publ) ("Nordea Sweden"), the former parent company of the Nordea group, previously announced its proposed re-domiciliation from Sweden to Finland, to be carried out as a cross-border reverse merger by way of absorption, through which Nordea Sweden was to be merged into a newly established Finnish subsidiary now known as Nordea Bank Abp ("Nordea Finland") (the "Merger"). The Merger has completed today, 1 October 2018. In connection therewith, Nordea Sweden has been dissolved and Nordea Sweden's rights and obligations (including, without limitation, its rights and obligations pursuant to its outstanding securities) as well as its assets and liabilities have by operation of law transferred to Nordea Finland (the new parent company of the Nordea group), by way of universal succession in accordance with relevant Finnish and Swedish corporate law.

The outstanding securities listed in the Schedule hereto (the "Outstanding Securities") were previously obligations of Nordea Sweden and so are now obligations of Nordea Finland. In relation to such Outstanding Securities, to the extent that the tax gross-up provisions in the conditions thereof previously referred to withholding or deduction imposed by the taxing authorities of Sweden, on 30 September 2018 Nordea Sweden has also conferred on the holders of such securities the benefit of equivalent gross-up obligations in respect of withholding and deduction imposed by the taxing authorities of Finland. These obligations were assumed unilaterally by Nordea Sweden in favour of the holders of the relevant securities pursuant to English law deeds (the "Deed Polls"). For the avoidance of doubt, Nordea Sweden's rights and obligations under the Deed Polls have by operation of law also transferred to Nordea Finland by way of universal succession.

This announcement does not constitute, and may not be used in connection with, an offer to sell or the solicitation of an offer to buy securities in any jurisdiction.

For further information, please contact:

Andreas Larsson, Head of Debt Investor Relations, Telephone: +46 709 70 75 55

SCHEDULE

OUTSTANDING SECURITIES

ISIN


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