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Nordea Bank Abp

26 April 2023

Nordea to launch fourth share buy-back programme of up to EUR 1.0bn

Nordea Bank Abp

Stock exchange release - Other information disclosed according to the rules of the Exchange

26 April 2023 at 16.30 EET

Nordea's Board of Directors has approved a share buy-back programme of up to EUR 1.0bn. The programme will commence on 28 April 2023 or as soon as possible after that date. The approval from the European Central Bank for the buy-backs was announced on 3 March 2023.

Nordea's Board of Directors has today approved a share buy-back programme of up to EUR 1.0bn. The share buy-backs will be carried out in accordance with the authorisation granted to the Board by the 2023 Annual General Meeting.

The purpose of the buy-backs is to pursue an efficient capital structure and generate sustainable shareholder returns by reducing Nordea's excess capital. The programme will commence on 28 April 2023 or as soon as possible after that date and end no later than 5 March 2024.

Nordea has engaged a third-party broker to execute the buy-back programme. Based on irrevocable instructions, the broker will decide on the repurchases, including their timing, in full independence. All repurchases will be made in compliance with applicable price and volume limits and applicable terms.

The key terms of the share buy-back programme include:

-- Nordea may repurchase a maximum of 350,000,000 shares, corresponding to approximately 9.7% of all the shares in the company, provided that the maximum amount of EUR 1.0bn is not exceeded. At any given time, the number of own shares collectively held by Nordea and its subsidiaries may not exceed 10% of all the shares in Nordea.

-- Nordea will repurchase the shares otherwise than in proportion to the shareholdings of its shareholders (directed repurchases).

-- The shares will be repurchased in public trading in accordance with Regulation (EU) 596/2014 and Commission Delegated Regulation (EU) 2016/1052 (which together constitute the Safe Harbour regulation). The shares will be repurchased on Nasdaq Helsinki, Nasdaq Stockholm and Nasdaq Copenhagen and on select multilateral trading facilities.

-- The price payable per share will be determined by the pricing obtainable on the relevant trading venue and in accordance with the authorisation granted by the 2023 Annual General Meeting.

-- Nordea will not repurchase any shares in the United States or in respect of its American Depositary Receipts.

-- Nordea will repurchase the shares using its unrestricted equity and record the repurchases as a deduction from retained earnings.

   --      The repurchased shares will be cancelled on a monthly basis. 

-- Nordea may suspend or terminate the programme before its scheduled end date. In such cases this will be announced in a stock exchange release.

Prior to commencement of the fourth buy-back programme Nordea holds 1,810,352 treasury shares for capital optimisation purposes and 4,781,182 treasury shares for remuneration purposes.

Nordea is implementing an efficient capital structure and will continue to distribute excess capital to shareholders in the future in line with its capital and dividend policy.

For further information:

Matti Ahokas, Head of Investor Relations, +358 9 5300 8011

Media inquiries, +358 10 416 8023 or press@nordea.com

The information provided in this stock exchange release was submitted for publication, through the agency of the contacts set out above, at 16.30 EET on 26 April 2023.

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April 26, 2023 09:42 ET (13:42 GMT)

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