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Nordea-Merger-Prospectus.Pdf IMPORTANT NOTICE (FOR ELECTRONIC DELIVERY) NOT FOR DISTRIBUTION BY ANY MEDIUM TO ANY PERSON IN AUSTRALIA, CANADA, CHINA, HONG KONG OR ANY OTHER JURISDICTION IN WHICH DISTRIBUTION WOULD NOT BE PERMISSIBLE. IMPORTANT: You must read the following before continuing. The following applies to the merger prospectus (the “Prospectus”) following this notice, and you are therefore advised to read this notice carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications thereto, each time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION, REGULATORY APPROVAL, EXEMPTION FROM REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION (TOGETHER, THE “RESTRICTED JURISDICTIONS”). NORDEA FINLAND REQUIRES PERSONS INTO WHOSE POSSESSION THE PROSPECTUS COMES TO INFORM THEMSELVES OF AND OBSERVE ALL SUCH RESTRICTIONS. NONE OF NORDEA FINLAND AND NORDEA SWEDEN (AS DEFINED IN THE PROSPECTUS) ACCEPT ANY LEGAL RESPONSIBILITY FOR ANY VIOLATION BY ANY PERSON, WHETHER OR NOT A SHAREHOLDER OF NORDEA SWEDEN, OF ANY SUCH RESTRICTIONS. THE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF APPLICABLE LAWS. Confirmation of your representation: In order to be eligible to view the Prospectus or to make any investment decision with respect to the securities, investors must be located outside of a Restricted Jurisdiction. The Prospectus is being provided to you at your request. By accessing the Prospectus, you shall be deemed to have represented to Nordea Finland that: (1) you consent to delivery of the Prospectus by electronic transmission; (2) you are a person who is permitted under applicable law and regulation to receive the Prospectus; and (3) you are not located in a Restricted Jurisdiction. You are reminded that the Prospectus has been provided to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person. The materials relating to the Merger and the Listing (both as defined in the Prospectus) do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. Under no circumstances shall the Prospectus constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Prospectus has been accessed by you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and, consequently, none of Nordea Finland, Nordea Sweden, any of Nordea Finland’s or Nordea Sweden’s subsidiaries or any of their respective directors, officers, employers, employees or agents, or any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and any hard copy version of the Prospectus. MERGER PROSPECTUS Information to the shareholders of NORDEA BANK AB (PUBL) regarding the proposed merger of Nordea Bank AB (publ) into NORDEA HOLDING ABP (to be renamed to Nordea Bank Abp) and the subsequent listing of the shares in Nordea Holding Abp on Nasdaq Helsinki, Nasdaq Stockholm and Nasdaq Copenhagen The board of directors of Nordea Bank AB (publ) (“Nordea Sweden”), a public limited liability banking company registered under the laws of Sweden, and the board of directors of its wholly owned subsidiary Nordea Holding Abp (“Nordea Finland”), a public limited liability company registered under the laws of Finland, have on 25 October 2017 signed a merger plan (the “Merger Plan”) according to which Nordea Sweden is proposed to be merged into Nordea Finland through a cross-border reversed merger by way of absorption (the “Merger”). The Merger Plan is included as Annex J to this merger prospectus (the “Prospectus”). The shareholders of Nordea Sweden will resolve on the approval of the Merger Plan at the annual general meeting of shareholders (“AGM”) of Nordea Sweden scheduled to be held on 15 March 2018 and the shareholder of Nordea Finland (i.e., Nordea Sweden) will approve the Merger Plan at the extraordinary general meeting of shareholders (“EGM”) of Nordea Finland to be held on 15 March 2018. The board of directors of Nordea Sweden recommends that the AGM of Nordea Sweden approves the Merger Plan. The completion of the Merger is subject to, among other conditions, approval of the Merger Plan by the AGM of Nordea Sweden; the receipt of all authorisations, consents and other decisions by relevant authorities, including the European Central Bank (the “ECB”) granting a credit institution licence to Nordea Finland; internal approvals; and the registration of the completion of the Merger with the trade register maintained by the Finnish Patent and Registration Office (the “Finnish Trade Register”). It is estimated that the completion of the Merger will be registered with the Finnish Trade Register (the “Completion Date”) during the second half of 2018, tentatively on 1 October 2018. Nordea Sweden will automatically dissolve on the Completion Date as a result of the Merger. Pursuant to the Merger Plan, the shareholders of Nordea Sweden will receive as merger consideration one new share in Nordea Finland (ISIN: FI4000297767) for each share in Nordea Sweden (ISIN: SE0000427361, and in respect of the Nordea Sweden FDRs (as defined below), ISIN: FI0009902530) that they own as of the Completion Date (the “Merger Consideration”). The exchange ratio has been determined based on the fact that Nordea Finland is a wholly owned subsidiary of Nordea Sweden without any operations of its own, which means that the value of all shares in Nordea Finland after the Merger will reflect the value of all shares in Nordea Sweden prior to the Merger. If the Merger Plan is approved by the AGM of Nordea Sweden, Nordea Sweden’s shareholders will not need to take any action in order to receive the Merger Consideration. The Merger Consideration will be distributed to the shareholders of Nordea Sweden on or about the Completion Date. The shares in Nordea Finland will entitle the holders to dividends and other distributions of funds by Nordea Finland as well as other shareholder rights as of the Completion Date. Nasdaq Helsinki Ltd (“Nasdaq Helsinki”), Nasdaq Stockholm AB (“Nasdaq Stockholm”) and Nasdaq Copenhagen A/S (“Nasdaq Copenhagen”) have, subject to the conditions set out under “Merger of Nordea Sweden into Nordea Finland— Merger Consideration—Listing of the Merger Consideration Shares”, approved the listing of the shares in Nordea Finland on their official lists (the “Listing”) as from the Completion Date. At the same time, the listing of the shares in Nordea Sweden on Nasdaq Stockholm and Nasdaq Copenhagen as well as the listing of the Finnish depository receipts regarding the shares in Nordea Sweden (the “Nordea Sweden FDRs”) on Nasdaq Helsinki will cease. Trading in the shares in Nordea Finland on the official lists of Nasdaq Helsinki, Nasdaq Stockholm and Nasdaq Copenhagen is expected to commence on or about the Completion Date. This Prospectus has been prepared for the purposes of the execution of the Merger and the Listing of the shares in Nordea Finland. Information on the responsibility of Nordea Finland to supplement this Prospectus is included in “Important Information”. The shareholders of Nordea Sweden should carefully consider the contents of this Prospectus in its entirety and in particular the section “Risk Factors”. This Prospectus may not be sent by any medium to any person in Australia, Canada, China, Hong Kong or any other jurisdiction in which the offer to sell or the solicitation of an offer to buy any shares in Nordea Finland would not be permissible. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any shares in Nordea Finland in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, regulatory approval, exemption from registration or qualification under the securities laws of any such jurisdiction (together, the “Restricted Jurisdictions”). For more information, see “Certain Matters—Notice to Nordea Sweden Shareholders”. The date of this Prospectus is 16 February 2018. IMPORTANT INFORMATION In this Prospectus, references to (i) “Nordea Finland” are to Nordea Holding Abp (to be renamed Nordea Bank Abp no later than on the Completion Date); (ii) “Nordea Sweden” are to Nordea Bank AB (publ); (iii) “Nordea” are, depending on the context, to Nordea Sweden prior to the completion of the Merger and Nordea Finland following the completion of the Merger; and (iv) “Nordea Group” or “Group” are to the group of companies for which Nordea is the parent company, except where it is clear from the context that the term
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