Directed offer for C-shares for Long Term Incentive Programme 2010

The Board of Directors of Nordea Bank AB (publ) has decided, in accordance with
an authorisation given by the Annual General Meeting on 25 March 2010, on a
directed offer for the acquisition of shares to the subscriber of C-shares in
Nordea, ie Royal Bank of Scotland plc ("RBS"). The offer is part of the
implementation of Nordea's Long Term Incentive Programme 2010 and includes all
5,125,000 C-shares which Nordea will issue.

Acquisition will be made during the period 5 May - 20 May 2010. Payment for
acquired shares will be made in cash, and the price per share will be EUR 1 plus
an administration fee. The price is expected to amount to approximately EUR
1.003 per share. Acquisition also includes a so-called interim share, designated
by Euroclear Sweden AB as a "paid subscription share" (Swedish "BTA") relating
to a C-share. Nordea currently holds 11,908,074 own ordinary shares and no own
C-shares or paid subscription shares relating to a C-share.

RBS has informed Nordea that it intends to accept the offer.

After all 5,125,000 C-shares have been acquired, the Board of Directors intends
to convert them to ordinary shares.

For further information:
Steen Christensen, Group Human Resources, +45 3333 3049
Helena Östman, Group Identity and Communications, +46 8 614 84 64




The information in this press release is such that Nordea shall announce
publicly according to Act (1991:980) regarding trading with financial
instruments and/or Act (2007:528) regarding the securities market.



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