Directed offer for C-shares for Long Term Incentive Programme 2009

Directed offer for C-shares for Long Term Incentive Programme 2009

The Board of Directors of Nordea Bank AB (publ) has today, in accordance with an authorisation given by the Annual General Meeting on 2 April 2009, decided on a directed offer for the acquisition of shares to the subscriber of C-shares in Nordea, ie Royal Bank of Scotland plc (”RBS”). The offer is part of the implementation of Nordea’s Long Term Incentive Programme 2009 and includes all 7,250,000 C-shares which Nordea will issue.

Acquisition will be made during the period 5 May -20 May 2009. Payment for acquired shares will be made in cash, and the price per share will be EUR 1 plus an administration fee. The price is expected to amount to approximately EUR 1.002 per share. Acquisition also includes a so-called interim share, designated by Euroclear Sweden AB as a “paid subscription share” (Swedish “BTA”) relating to a C-share. Nordea currently holds 11,751,227 own ordinary shares and no own C-shares or paid subscription shares relating to a C-share.

RBS has informed Nordea that it intends to accept the offer.

After all 7,250,000 C-shares have been acquired, the Board of Directors intends to convert them to ordinary shares.

For further information:
Steen Christensen, Group Human Resources, +45 3333 3049
Helena Östman, Group Identity and Communications, +46 8 614 84 64

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