Source - BUS

NORDEA ANNOUNCES COMPLETION OF DEMERGER OF NORDEA BANK FINLAND PLC ON 1 OCTOBER 2016

NORDEA BANK FINLAND

3 October 2016

NORDEA ANNOUNCES COMPLETION OF DEMERGER OF NORDEA BANK FINLAND PLC ON 1 OCTOBER 2016

Nordea Bank AB (publ) ("NBAB"), the parent entity of Nordea Bank Finland Plc (the "Issuer"), has previously announced its intention to simplify its legal structure by merging its three wholly-owned banking subsidiaries, Nordea Bank Danmark A/S, Nordea Bank Finland Plc and Nordea Bank Norge ASA into NBAB. This will be pursued as three separate cross-border mergers under the Cross Border Mergers Directive (2005/56/EC). Within Finland, the relevant provisions for a cross-border merger have been implemented into the Finish Companies Act and as such the Issuer will be dissolved and will cease to exist.

Prior to the implementation of the cross-border merger between the Issuer and NBAB, the Issuer has conducted a partial demerger (the "Demerger") so that its mortgage bank business together with its existing covered bonds, including the Covered Bonds listed below (the "Covered Bonds"), and the cover pool of mortgage assets relating thereto, have been transferred to a company incorporated at the time of the Demerger, Nordea Mortgage Bank Plc (the "New Issuer"), in order to preserve the Covered Bonds' status as covered bonds under the Finnish Covered Bonds Act (the "CBA").

The Demerger has been implemented on 1 October 2016. The New Issuer has received the relevant licences and authorisations to act as a credit institution and a mortgage bank from the European Central Bank and the Demerger has been entered into the Finnish Trade Register.

Pursuant to the Demerger, all assets and liabilities of the Issuer that were allocated to the New Issuer in the Demerger Plan, have been by operation of Finnish law transferred to the New Issuer upon implementation of the Demerger. Accordingly, on 1 October 2016, the New Issuer has assumed all of the obligations of the Issuer as primary obligor in respect of the relevant Covered Bonds as a matter of Finnish law.

Documentary Amendments

As the terms and conditions (other than the status provisions of the Covered Bonds, which are governed by Finnish law) are governed by English law, the New Issuer has entered into a deed poll (the "Deed Poll") on 1 October 2016 in favour of the Covered Bondholders, governed by English law, to assume the English law obligations of the Issuer under the Covered Bonds.

The Issuer has entered into a secondary guarantee (the "NBF Guarantee"), governed by Finnish law, on 1 October 2016 in favour of the Bondholders, whereby it has agreed to meet any claims of Bondholders in respect of principal and interest under the Covered Bonds to the extent that these are not paid by the New Issuer and are not met out of the assets of the Cover Pool held by the New Issuer. If the cross-border merger of the Issuer with NBAB is completed, the NBF Guarantee will become an obligation of NBAB.

Relevant Covered Bonds

ISIN   Description
 
XS0731649660 EUR 2,250,000,000 2.375% Covered Bonds due 17 July 2017
XS0843329417 USD 10,000,000 Floating Rate Covered Bonds due 16 October 2017
XS0851135342 EUR 35,000,000 Floating Rate Notes due November 2017
XS0619476632 EUR 25,000,000 Floating Rate Covered Bonds due 27 February 2018
XS0580574449 EUR 10,000,000 Floating Rate Covered Bonds due March 2018
XS0811908101 EUR 100,000,000 Floating Rate Covered Bonds due 2 August 2018
XS0965104978 EUR 1,500,000,000 1.375% Covered Bonds due 28 August 2018
XS1109365244 EUR 50,000,000 Floating Rate Covered Bonds due 11 September 2018
XS1014673849 EUR1,500,000,000 1.25% Covered Bonds due 14 January 2019
XS0583191985 EUR 20,000,000 3.520% Covered Bonds due 25 January 2019
XS0778465228 EUR 1,500,000,000 2.25% Covered Bonds due 3 May 2019
XS0835318196 EUR 50,000,000 Floating Rate Covered Bonds due 27 September 2019
XS0874351728 EUR 1,250,000,000 1.375% Covered Bonds due 15 January 2020
XS1191054474 EUR 15,000,000 Floating Rate Covered Bonds due February 2020
XS1204134909 EUR 1,000,000,000 0.125% Covered Bonds due 17 June 2020
XS1323998754 EUR 45,000,000 0.3% Covered Bonds due 23 November 2020
XS0591428445 EUR 1,000,000,000 4.00% Covered Bonds due 10 February 2021
CH0123385772 CHF 150,000,000 2.375% Covered Bonds due 2 March 2021
XS1072529677 EUR 70,000,000, Floating Rate Covered Bonds due 28 May 2021
XS1118022208 EUR 10,000,000 Floating Rate Covered Bonds due 7 October 2021
XS0740844609 EUR 10,000,000 Floating Rate Covered Bonds due February 2022
XS0770378379 EUR 15,000,000 2.77% Covered Bonds due 11 April 2022
XS0772660386 EUR 36,000,000 Floating Rate Covered Bonds due 20 April 2022
XS1308350237 EUR 1,250,000,000 0.625% Covered Bonds due 19 October 2022
XS1112680969 EUR 10,000,000 1.11% Covered Bonds due 22 September 2023
XS1031054981 EUR 53,000,000 Floating Rate Covered Bonds due February 2024
XS1132790442 EUR 1,000,000,000 1.00% Covered Bonds due 5 November 2024
XS1189764449 EUR 10,000,000 0.7% Covered Bonds due 13 December 2024
XS1204140971 EUR 1,000,000,000 0.625%. Covered Bonds due 17 March 2027
XS1263007350 EUR 15,000,000 1.442% Covered Bonds due 21 July 2027
XS1318736540 EUR 20,000,000 1.451% Covered Bonds due 11 November 2030
XS1321423862 EUR 50,000,000 1.55% Covered Bonds due 18 December 2030

Nordea Mortgage Bank Plc

Nordea Mortgage Bank Plc is a wholly owned subsidiary of Nordea Bank AB (publ), the parent company of the Nordea Group. The Nordea Group is a large financial services group in the Nordic markets (Denmark, Finland, Norway and Sweden) measured by total income with additional operations in Russia, Estonia, Latvia, Lithuania and Luxembourg, as well as branches in a number of other international locations. As of 31 December 2015, the Nordea Group had total assets of EUR 647 billion and tier 1 capital of EUR 26.5 billion, and was the largest Nordic based asset manager with EUR 288.2 billion in assets under management.

Nordea Mortgage Bank Plc was incorporated on 1 October 2016 in accordance with Finnish law as a company with limited liability pursuant to the Finnish Companies Act (Osakeyhtiölaki 624/2006). Nordea Mortgage Bank Plc is registered in the trade register with business identity code 2743219-6 and has its registered office at the following address: Satamaradankatu 5, 00020 Nordea, Helsinki, Finland (telephone number: +358 50 387 5762). Physical copies of the certificate of Registration and Articles of Association of Nordea Mortgage Bank Plc may be inspected during normal business hours at its registered office. PricewaterhouseCoopers Oy of Itämerentori 2, FI-00180 Helsinki, Finland, which is a member of the Finnish Institute of Authorised Public Accountants is the independent auditor for Nordea Mortgage Bank Plc.

Nordea Mortgage Bank Plc operates solely as a mortgage credit bank, with its primary objective being the acquisition of residential mortgage loans and loans secured on holiday houses and these activities are financed through the principal repayments and interest payments on such loans and the issuance of further covered bonds.

At the date of this announcement, Nordea Mortgage Bank Plc's Board of Directors consists of the following members:

Name   Position   External Positions
Topi Manner Chairman Head of Personal Banking, Member of Group Executive Management; Executive Vice President, Nordea Group; Chairman of the Board, Nordea Bank Norway ASA; Member of the Board, Nordea Finance Finland Ltd; Member of the Board, Nordea Finance Denmark A/S; Member of the Board, Nordea Finance Sweden AB; Member of the Board, FinnCham (Finnish Chamber of Commerce) and Member of the Board, International Chamber of Commerce in Finland
Riikka Laine-Tolonen Member of the Board of Directors Deputy Head of Personal Banking Finland, Nordea; Member of the Board, Nordea Bank S.A; Chairman of the Board and representative in real estate companies owned by the Foundation, Nordea Pension Foundation and Member of the Board, Museum of Nordea Bank
Jussi Mekkonen Member of the Board of Directors Head of Personal Banking Finland, Nordea; Chairman of the Board, Nordea Life Finland Ltd; Member of the Board, Nordea Maataloussäätiö (unofficial translation Nordea Agricultural Foundation) and Member of the Board, Nordea Funds Ltd
Nina Luomanen Member of the Board of Directors Head of Personal Banking Strategy and Development Finland, Nordea
Ola Littorin Member of the Board of Directors Head of Long Term Funding, Nordea, Member of the Board, Nordea Eiendomskreditt A/S
Hanna-Maria Heikkinen Member of the Board of Directors Vice President, Investor Relations (IR), Cargotec; Member of the Board, Helen Ltd and Chairman of the Board, The Finnish Investor Relations Society

The address of the members of the Board of Directors is c/o Nordea Mortgage Bank Plc, Satamaradankatu 5, 00020 Nordea, Helsinki, Finland. To the best knowledge of Nordea Mortgage Bank Plc, no potential conflicts of interest exist between any duties to Nordea Mortgage Bank Plc of a member of the Board of Directors and the private interests or other duties of such persons. The Nordea Group has established a corporate governance framework at group level and the framework is reviewed on a continuous basis, and is adopted mutatis mutandis by Nordea Mortgage Bank Plc.

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.

Nordea Bank Finland Plc

Andreas Larsson

Senior Investor Relations Officer, Head of Debt IR Ratings

+46 709 70 75 55

or

Thomas Miller

CEO, Nordea Mortgage Bank Plc

+358 40 864 4554