Following our announcement on 16 September 2021 on received share buy-back approval from the European Central Bank (ECB), the Board of Directors of Nordea Bank Abp has decided to launch a share buy-back programme of up to EUR 2.0bn commencing on 22 October 2021 or as soon as possible thereafter.

The purpose of the share buy-back programme, approved by the Board of Directors today, is to pursue an efficient capital structure and generate sustainable shareholder return to the benefit of all shareholders by reducing the capital of Nordea Bank Abp (“Nordea” or the “Company”). The buy-back programme will commence on 22 October 2021 or as soon as possible thereafter and end no later than 30 April 2022. The programme is carried out in accordance with the authorisation granted to the Board of Directors by the Annual General Meeting in 2021.

For the purpose of executing the buy-back programme, Nordea has engaged a third-party broker that based on irrevocable instructions will decide on the repurchase of shares in full independence, also in relation to the timing of the transactions, and in compliance with applicable price and volume limits as well as the terms of the programme.

The key terms of the buy-back programme include:

• The shares acquired under the programme will be repurchased otherwise than in proportion to the existing shareholdings of the Company’s shareholders (directed repurchases) in public trading or outside public trading.
• Not more than 500,000,000 shares, which correspond to approximately 12.35% of all the shares in the Company, may be repurchased subject to the maximum amount of up to EUR 2.0bn. The number of own shares held by the Company together with its subsidiaries at any given time may not exceed 10% of all the shares in the Company.
• In accordance with the authorisation granted by the Annual General Meeting, the highest purchase price per share in the programme shall be no more than the higher of (i) the highest price paid for the Company’s shares in public trading on the day of repurchase or alternatively (ii) the average of the share prices (volume weighted average price on the regulated markets where the Company’s share is admitted to trading) during the five trading days preceding the repurchase or the offer to repurchase own shares, and the lowest purchase price per share shall be the price that is 20% lower than the lower of (i) the lowest price paid for the Company’s shares in public trading on the day of repurchase or alternatively (ii) the average of the share prices (volume weighted average price on the regulated markets where the Company’s share is admitted to trading) during the five trading days preceding the repurchase or the offer to repurchase own shares. 
• The repurchase of shares in public trading will be executed in accordance with Regulation No. 596/2014 of the European Parliament and Council of 16 April 2014 (MAR) and the Commission Delegated Regulation (EU) 2016/1052 (which together constitute the Safe Harbour regulation), including but not limited to daily price and volume limits, on the regulated markets of Nasdaq Helsinki, Nasdaq Stockholm and Nasdaq Copenhagen and select multilateral trading facilities (MTF).
• In addition to the shares repurchased in public trading, the broker may, subject to certain conditions, acquire shares in accelerated bookbuilds (ABB) should such be arranged.
• No repurchases will be made in the United States or in respect of Nordea’s American Depositary Receipts.
• The shares shall be repurchased using the unrestricted equity of the Company and be recorded as a deduction of retained earnings.
• Nordea may suspend or terminate the programme prior to its scheduled end date and will in such case issue a stock exchange release to this effect.
• Repurchased shares will be cancelled on a monthly basis.

As communicated on 16 September 2021, Nordea is in dialogue with the ECB around a potential follow-on buy-back programme subject to a separate ECB approval, and expects to make a formal application in early 2022, within the Board of Directors’ authorisation from the Annual General Meeting on 24 March 2021.

Nordea holds 7,112,244 treasury shares for remuneration purposes prior to commencement of the buy-back programme.