Nordea Bank Finland Plc: Approval of demerger plan by Extraordinary General Meeting of Shareholders

The Board of Directors of Nordea Bank Finland Plc has on 3 March 2016 resolved
to propose to the general meeting of shareholders to be held on 3 March 2016
that the general meeting decide on a partial demerger. The extraordinary general
meeting of Nordea Bank Finland Plc has on 3 March 2016 approved the demerger
plan according to which the implementation of the demerger is subject to the
conditions set out below. The planned registration date is 1 July 2016.

According to the demerger plan signed on 4 February 2016, Nordea Bank Finland
Plc will demerge so that all assets, liabilities and reserves of the covered
bond funding business are transferred to one acquiring company to be
incorporated in conjunction with the demerger.

Nordea Bank Finland Plc envisages implementing a cross-border merger into its
parent company Nordea Bank AB (publ) as previously communicated.

In connection with the merger, the assets and liabilities of Nordea Bank Finland
Plc will be allocated to the Finnish branch of Nordea Bank AB (publ) without any
other legal actions with the exception of Nordea Bank Finland Plc’s entire
covered bond funding business, i.e. all assets, liabilities and reserves of the
covered bond funding business, including but not limited to issued covered
bonds, mortgages in the cover pool as well as supplementary collateral and
unencumbered assets, which will be separated from Nordea Bank Finland Plc by way
of the partial demerger prior to the execution of the merger.

The demerger is conditional on the Acquiring Company obtaining a mortgage credit
bank licence in accordance with Section 5 of the Covered Bond Act as well as an
authorisation as a credit institution as referred to in Section 7 of the Act on
Credit Institutions (610/2014, as amended). Nordea Bank Finland Plc has filed an
application with the Finnish Financial Supervision Authority and the European
Central Bank for the required authorisations for the Acquiring Company.

For further information, please contact:
Andreas Larsson, Senior Investor Relations Officer, Head of Ratings, +46 709 70
75 55 or Tom Miller, Vice President, Retail Banking Finland, +358 40 864 4554