Healthcare Stocks 2022

Transcription

1 Equity Investment Product 5 Year Step Down Autocallable Note in U.S. dollar Healthcare Stocks 2022 Last Subscription Date: Marketing material as of * * This marketing material does not constitute any investment research or advice

2 Healthcare Stocks Product description This note: provides exposure to the underlying assets Novartis AG, Novo Nordisk A/ S, Johnson & Johnson and Sanofi offers the possibility to receive a bonus coupon of indicatively 14,00 % times the number of years passed since the note was issued offers the possibility of early repayment of the nominal amount after one, two, three or four years has a step down bonus barrier, meaning that the bonus barrier is 95 % the first year and then steps down with 5 % each following year offers protection against a fall of up to 40 % in the underlying assets at maturity, but if any of the underlying assets have fallen by more than 40 % all capital is at risk, meaning that at worst the entire amount invested can be lost. Possibility of early redemption During the maturity of the note, the note may be redeemed early after one, two, three or four years. The note will be redeemed early at 100% plus the bonus coupon of indicatively 14,00 % times the number of years passed since the note was issued if, on the yearly valuation date, all the underlying assets are at or above the bonus barrier that is defined for that valuation date. If one or more of the underlying assets have fallen below the bonus barrier on the valuation date, no bonus coupon(s) will be paid and the note will not be redeemed early that year. The note will then continue to exist at least one more year. If the note is not redeemed early If the note has not been redeemed early, the note will be redeemed on the maturity date. If all the underlying assets are at or above the bonus barrier on the final valuation date, the note will be redeemed at 100% plus the bonus coupon of indicative 14,00 % times five. If one or more of the underlying assets are below the bonus barrier on the final valuation date, the note provides protection against a fall of up to 40 % in the underlying assets, meaning that if none of the underlying assets have fallen below the risk barrier on the final valuation date, the note will be redeemed on the maturity date at 100%. If one or more of the underlying assets have fallen below the risk barrier, meaning that at least one of the underlying assets has fallen by more than 40 % on the final valuation date, the redemption price will be 100% minus the entire decrease in the worst performing underlying asset. This means that the entire decrease in the worst performing underlying asset will be accounted for as a loss in your investment. For example, if the worst performing underlying asset has fallen by 55% at maturity, the redemption price will be 45%. If the worst performing underlying asset has fallen to a value of zero, the redemption price repaid at maturity will be zero and you will have lost the entire amount invested. For further illustrations please see Figure 1 and the examples on page 3. The note is not a liquid instrument, which may have an adverse effect on the market value of the note in the secondary market. You can read more about the liquidity risk in section 3. Significant Risks for the Investors. Key product features Underlying assets Issue price Novartis AG, Novo Nordisk A/ S, Johnson & Johnson and Sanofi. 100% of the nominal amount invested in the note. Bonus coupon Indicatively 14,00 %. The minimum level of the bonus coupon is 11,00 %. Bonus barrier Risk barrier Issuer Currency of denomination Denomination per note Note In each year a bonus barrier is defined, in per cent of the closing price on the start date, for each underlying asset: Year 1: Bonus barrier 1 95 % Year 4: Bonus barrier 4 80 % Year 2: Bonus barrier 2 90 % Year 5: Bonus barrier 5 75 % Year 3: Bonus barrier 3 85 % 60 % of the closing price on the start date, for each underlying asset. Nordea Bank AB (publ). U.S. dollar ( USD ). USD 5,000, minimum investment is one note. 5 Year Step Down Autocallable Note in U.S. dollar. 2

3 Figure 1 Illustration of possible yearly outcomes of the note Year 1-4 All the underlying assets are at or above the bonus barrier 1 on valuation date 1? The note continues to The note continues to year 2. All the underlying year 3. All the underlying assets are at or above the assets are at or above the No bonus barrier 2 on bonus barrier 3 on No valuation date 2? valuation date 3? No The note continues to year 4. All the underlying assets are at or above the bonus barrier 4 on valuation date 4? Yes Yes Yes Yes The note is redeemed early on payment date 1 at: The note is redeemed early on payment date 2 at: The note is redeemed early on payment date 3 at: The note is redeemed early on payment date 4 at: 100% + 14,00 % x 1* 100% + 14,00 % x 2* 100% + 14,00 % x 3* 100% + 14,00 % x 4* (100% + 11,00 % x 1)** (100% + 11,00 % x 2)** (100% + 11,00 % x 3)** (100% + 11,00 % x 4)** Year 5 If no early redemption has occurred and all the underlying assets are at or above the bonus barrier 5 on the final valuation date? No All underlying assets are at or above the risk barrier on the final valuation date? No The note is redeemed on the maturity date at 100% minus the entire decrease in the worst performing underlying asset. Yes Yes The note is redeemed on the maturity date at: The note is redeemed on the maturity date at 100%. 100% + 14,00 % x 5* (100% + 11,00 % x 5)** Example 1 Example 2 Example 3 Year 1: One or more of the underlying assets are below bonus barrier 1 on the yearly valuation date. The note pays no bonus coupon and is not redeemed early. Year 2: All the underlying assets are at or above bonus barrier 2 on the yearly valuation date. The note will be redeemed early at a redemption price of 100% together with the bonus coupon times two. The total amount paid is: 128,00 %* (122,00 %**). Yield per annum including maximum brokerage fee: 11,97 %* (9,43 %**). Year 1 to year 4: One or more of the underlying assets are below the bonus barrier on the yearly valuation dates. The note pays no bonus coupon (s) and is not redeemed early. Year 5: All the underlying assets are at or above bonus barrier 5 on the final valuation date. The note will be redeemed at a redemption price of 100% together with the bonus coupon times five. The total amount paid is: 170,00 %* (155,00 %**). Yield per annum including maximum brokerage fee: 10, 75 %* (8,76 %**). Year 1 to year 4: One or more of the underlying assets are below the bonus barrier on the yearly valuation dates. The note pays no bonus coupon(s) and is not redeemed early. Year 5: The worst performing underlying asset has fallen by 55% and is therefore below the risk barrier. The note pays no bonus coupon(s) and is redeemed at a redemption price of 45%. This means that the investor has lost 55% of the nominal amount invested. The total amount paid is: 45,00 %* (45,00 %**). Yield per annum including maximum brokerage fee: - 14,66 %* (-14,66 %**). *Calculations based on the indicative bonus coupon of 14,00 %, including maximum brokerage fee. **Calculations based on the minimum bonus coupon of 11,00 %, including maximum brokerage fee. 3

4 Underlying assets Name Type of asset Bloomberg ticker Currency ISIN Novartis AG Equity novn se equity CHF CH Novo Nordisk A/ S Equity novob dc equity DKK DK J ohnson & J ohnson Equity jnj un equity USD US Sanofi Equity san fp equity EUR FR Novartis AG manufactures pharmaceutical and consumer healthcare products. The Company produces pharmaceuticals for cardiovascular, respiratory and infectious diseases, oncology, neuroscience, transplantation, dermatology, gastrointestinal and urinary conditions, and arthritis, vaccines and diagnostics, vision, and animal health products. Relevant exchange: SIX Swiss Exchange Novo Nordisk A/ S develops, produces, and markets pharmaceutical products. The Company focuses on diabetes care and offers insulin delivery systems and other diabetes products. Novo Nordisk also works in areas such as haemostatis management, growth disorders, and hormone replacement therapy. The Company offers educational and training materials. Novo Nordisk markets worldwide. Relevant exchange: Nasdaq Copenhagen Johnson & Johnson manufactures health care products and provides related services for the consumer, pharmaceutical, and medical devices and diagnostics markets. The Company sells products such as skin and hair care products, acetaminophen products, pharmaceuticals, diagnostic equipment, and surgical equipment in countries located around the world. Relevant exchange: NYSE Arca Sanofi is a global pharmaceutical company that researches, develops, and manufactures prescription pharmaceuticals and vaccines. The Company develops cardiovascular, thrombosis, metabolic disorder, central nervous system, internal medicine and oncology drugs, and vaccines. Relevant exchange: Euronext Paris Source: Bloomberg Figure 2 Historical performance of the underlying assets Novartis AG Novo Nordisk A/S Johnson & Johnson Sanofi The figure shows the historical performance of the underlying assets during the past five years, with values indexed to 100 in the beginning of the period. The historical performance is not to be regarded as an indication, guarantee or undertaking of any future performance. Source: Bloomberg Please note that the underlying assets might not all have a positive recommendation from Nordea s equity research at the time of selling and/ or the time of issuance of the note. 4

5 Facts about the Note Issuer Information about the Issuer Head Office Distributor Arranger Offering method Listing Clearing ISIN Currency of denomination Nordea Bank AB (publ) (Nordea).. Nordea Bank AB (publ) is licensed to conduct banking operations, including capital markets transactions, and is under the prudential supervision of the Swedish Financial Supervisory Authority. Nordea Bank AB (publ) is rated Aa3 (stable outlook) by Moody s Investors Service, Inc., AA- (stable outlook) by Standard & Poor s Financial Services LLC and AA- (stable outlook) by Fitch. A credit rating does not constitute a recommendation to buy, sell or hold the investment and it may be changed or withdrawn at any time. The credit rating does not mirror the risk related to the Note. For more information about Nordea Bank AB (publ), please see the Legal Documentation and under Investor Relations. Smålandsgatan 17, SE Stockholm, Sweden. Nordea Bank S.A. Nordea Bank AB (publ). Public offer in Luxembourg and private placement in Denmark, France, Spain, Sweden and the UK. Application for listing will be made to the Irish Stock Exchange. Euroclear and Clearstream. XS U.S. dollar ( USD ). Denomination per Note USD 5,000. Trading Volume Aggregate Principal Amount Minimum trading volume is one Note. The Aggregate Principal Amount will be determined on or prior to the Issue Date and will be published in the final terms confirmation announcement on the website of the Irish Stock Exchange, divided into denominations of USD 5,000 per Note. Subscription Period Rights attached to the security Issue Date Each Note entitles the holder to a Redemption Price or Early Redemption Price in accordance with the provisions relating to Redemption Price and Early Redemption Price below and to a Bonus Coupon payment in accordance with the provisions relating to Bonus Coupon below. The Notes constitute direct and unsecured obligations of the Issuer and will rank pari passu with the Issuer's unsecured and unsubordinated obligations , where the Note is issued by the Issuer and purchased by the investor. Start Date Start Value End Value For each Underlying Asset, the closing price on the Start Date. For each Underlying Asset, the closing price on the relevant Valuation Date. Valuation Dates Valuation Date Valuation Date Valuation Date Valuation Date Final Valuation Date Early Redemption Dates and Maturity Date Maturity Issue Price Bonus Coupon Bonus Barrier Risk Barrier Payment Date Payment Date Payment Date Payment Date Maturity Date The Note is due on the Maturity Date, provided that the Note has not been redeemed early. 100% of the nominal amount invested in the Note. Indicatively 14,00 %, in per cent of the nominal amount invested. The final and applicable value of the Bonus Coupon will be set after the Subscription Period according to prevailing market conditions. The indicative Bonus Coupon is the expected Bonus Coupon as of based on prevailing market conditions. If market conditions do not allow the Bonus Coupon to be fixed at 11,00 % or higher, the issue will be cancelled. The Bonus Coupon (if any) is paid at redemption and is included in the Early Redemption Price or Redemption Price (as the case may be). For each Valuation Date a Bonus Barrier is defined, for each Underlying Asset, as follows: Bonus Barrier 1 Defined for Valuation Date 1 95 % of Start Value Bonus Barrier 2 Defined for Valuation Date 2 90 % of Start Value Bonus Barrier 3 Defined for Valuation Date 3 85 % of Start Value Bonus Barrier 4 Defined for Valuation Date 4 80 % of Start Value Bonus Barrier 5 Defined for Final Valuation Date 75 % of Start Value 60 % of Start Value, for each Underlying Asset. 5

6 Early Redemption Price Redemption Price The Early Redemption Price is paid in case the Note is redeemed early. Early redemption will be determined by Nordea as follows: If the Note has not already been redeemed early and if, for all Underlying Assets, the End Value on the relevant Valuation Date (except for the Final Valuation Date) is at or above the Bonus Barrier for that Valuation Date, the Note will be redeemed early on the following Payment Date at an Early Redemption Price, in per cent of the nominal amount invested, of: 100% + Bonus Coupon x number of years passed since the Note was issued. If the Note has not been redeemed early, the Redemption Price, in per cent of the nominal amount invested, will be paid on the Maturity Date, determined by Nordea as follows: (A) (B) (C) If, for all Underlying Assets, the End Value on the Final Valuation Date is at or above Bonus Barrier 5, the Redemption Price will be: 100% + Bonus Coupon x 5. If, for any Underlying Asset, the End Value on the Final Valuation Date is below Bonus Barrier 5, but, for all Underlying Assets, the End Value on the Final Valuation Date is at or above the Risk Barrier, the Redemption Price will be: 100%. Otherwise, if, for any Underlying Asset, the End Value on the Final Valuation Date is below the Risk Barrier, the Redemption Price will be: 100% + Performance of the worst performing Underlying Asset. Please note that in this case the performance of the worst performing Underlying Asset will be negative meaning that the Redemption Price will be 100% minus the entire decrease in the worst performing Underlying Asset with the risk for the Redemption Price to be zero. Performance Investment Advice Total costs in connection with the issue Breakdown of the Issue Price Alternative investment For each Underlying Asset, the performance of the Underlying Asset as of the Final Valuation Date, calculated by Nordea as follows: (End Value / Start Value) 1. Where investment advice is provided by the Distributor, the Distributor will not make an additional charge for investment advice given to investors in relation to the purchase of the Notes. The Distributor s usual distribution fee (which is included in the Issue Price as described in Breakdown of the Issue Price and transferred by the Issuer to the Distributor on the investor s behalf) and the Distributor s brokerage fee (which is not included in the Issue Price) will be payable in respect of the Note when advice has been provided to investors, and these fees will be the Distributor s adviser charge for the purposes of the UK s FCA rules. In connection with the issuance of this Note, the Issuer and the Distributor incur costs for, among other things, production, distribution, licenses, stock exchange listing and risk management. In order to cover these costs, the Issuer and the Distributor charge a brokerage fee and a distribution fee. The distribution fee amounts to a maximum of 4,00 % of the amount invested and is included in the Issue Price. The Distributor will acquire the Note from the Issuer at the Issue Price, and the Issuer will pay to the Distributor the distribution fee. Such amounts received by the Distributor will be in addition to the brokerage fee applied by the Distributor. The investor acknowledges that such distribution fee may be retained by the Distributor. Further information is available from the Distributor on request. Further fees may be charged by the investor`s banks for the keeping/ and or sale of the Notes. Assuming that the Note is redeemed at maturity, the maximum annual cost in per cent excluding the brokerage fee (in Danish: årlige omkostninger i procent (ÅOP)) is therefore 0,78 %. If the Note is redeemed early or sold during the term of the Note, the annual cost in per cent will be higher. Up to 1,00 % in brokerage fee on the nominal amount invested may be charged by the Distributors in addition to the Issue Price. The brokerage fee is in addition to the distribution fee and is not included in the Issue Price. Maximum total cost calculated on a nominal amount invested of USD 5,000: Maximum brokerage fee (in addition to the Issue Price): 1,00 % = USD 50 Maximum distribution fee (included in the Issue Price): 4,00 % = USD 200 Maximum total cost: 5,00 % = USD 250. The Note consists of three components: the zero coupon bond component, the derivative component and the distribution fee which may be broken down as follows (calculated on the basis of the maximum maturity of the Note as of ): Zero coupon bond component: % Derivative component: 7.99 %Distribution fee: 4,00 % The zero coupon bond component ensures that the Note is redeemed at a price of 100% if the value of the derivative component is zero at maturity. The value of the zero coupon bond component depends, among other things, on the current interest rate level and the credit rating of the Issuer. The derivative component expresses the exposure to the Underlying Assets. The derivative component ensures that the Note pays the Bonus Coupon if the worst-performing Underlying Asset is at or above the Bonus Barrier. If the worst-performing Underlying Asset is below the Risk Barrier on the Final Valuation Date, the value of the derivative component will be negative and the Redemption Price will be below 60 %. As an alternative to a direct equity investment, the Note will have lower return potential but better protection against loss of capital. As an alternative to a corporate bond investment, the Note will have higher return potential but a higher probability of incurring loss of capital. The alternative rate of return is the return that an investor can achieve by investing the amount in another investment product than this Note. However, the complexity of the Note makes it difficult to compare it with other investment products. A possible alternative investment with a lower risk is a government bond with approximately the same maturity and the same currency denomination as this Note, for 6

7 example the U.S. government bond 2,125 United States Treasury Note (ISIN US912828N308). The annual yield before tax on such an investment was 2,02 % as of Tradability / liquidity The Notes will not be registered under the United States Securities Act or any other securities laws. The Notes are therefore subject to certain restrictions on resale and other transfer thereof (see section entitled 'Selling restrictions' below for further information). Accordingly, the Note is not a liquid instrument. The Arranger endeavors under normal market conditions to maintain a secondary market in the Note, but does not commit to do so (see section entitled 'Liquidity risk' below for further information). Legal documentation A full description of the terms and conditions of the Note is given in the Issuer s structured note programme dated 19 December 2016 as supplemented from time to time (Base Prospectus) and the applicable final terms (Final Terms) of the Note (together the Legal Documentation). The Base Prospectus is available for viewing on under Investor Relations ( / en/ investor-relations/ debt-and-rating/ Prospectuses/ nordea-bank-ab-publ-baseprospectus/ ).This document contains indicative values. The definite version of this document will be available after determination of the final values no later than on the Issue Date. In case of differing provisions between this document on the one hand and the terms of the Base Prospectus together with the Final Terms on the other hand, the provisions of the latter will prevail. Investors are urged to read the Legal Documentation before investing in the Note. If investors have any additional questions to the Legal Documentation, Nordea recommends that investors seek advice from relevant advisers. Notices Paying Agent Applicable law / jurisdiction Calculation Agent Notices regarding the Note, including Notices relating to unforeseen changes to the terms and conditions of the Note which were not agreed contractually but which arise during the term of the Note will be published by the Issuer (or on its behalf) on the website of the Irish Stock Exchange. Information about the Aggregate Principal Amount and the Bonus Coupon will be published in a final terms confirmation announcement on the website of the Irish Stock Exchange. Citibank, N.A., London Branch, 13 th Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB. Danish law / Danish courts (the City Court of Copenhagen (Københavns Byret) shall be court of first instance). Nordea Bank AB (publ). 2. Prospects for Profits and Losses Suitability This product may be suitable for investors seeking an alternative to direct equity investments. An investor should have taken the view that none of the Underlying Assets will fall by more than 40 % during the investment period and plan to hold the Note until maturity. Persons investing in this Note should be experienced investors and familiar with both structured products and the stock market. Any positive gain under this Note results from the conditional Bonus Coupon Payments and from a positive difference between the sales/ Redemption Price and the purchase/ Issue Price of the Note. The entire amount invested is at risk and the repayment of the invested amount is therefore subject to the Performance of the Underlying Assets and an investor risks losing all or part of the invested amount. If the Note is not redeemed early and if one or more of the Underlying Assets have fallen below the Risk Barrier, meaning that at least one of the Underlying Assets has fallen by more than 40 %, on the Final Valuation Date, the Redemption Price will be 100% minus the entire decrease in the worst performing Underlying Asset. This means that the entire decrease in the worst performing Underlying Asset will be accounted for as a loss in your investment. The investor may lose the entire amount invested. Furthermore, investors are exposed to the credit risk of the Issuer, i.e. receipt of payment is contingent on the Issuer s ability to fulfil its payment obligations (which depends on the Issuer s business and financial performance). 7

8 3. Significant Risks for the Investors All investments are associated with a number of risks. Below some of the most significant risks associated with investing in the note are described. However, there may be other risks associated with investing in the note, and neither the issuer, the arranger nor the distributor claim or warrant that the below points constitute a complete and exhaustive description of all such possible risks. You are therefore urged to take note of the risk factors, as described in the legal documentation. Pricing risk The final and applicable bonus coupon will be set after the subscription period, according to prevailing market conditions, and could turn out to be higher or lower than the indicative bonus coupon. Credit risk You assume a credit risk on the issuer. This means that the possibility of receiving payment under the note depends on the issuer s ability to fulfil its obligations to repay the redemption price or early redemption price, which in turn depends on the issuer s business and financial performance. You are therefore urged to take note of the risk factors, as described in the legal documentation, which may affect the issuer s ability to fulfil its repayment obligation under the note. There is no absolute certainty of repayment of the redemption price. Please note that the note is not covered by any deposit guarantee scheme and that in case the issuer becomes subject to restructuring proceedings or bankruptcy no deposit guarantee scheme will cover your loss. Currency risk Where the note is denominated in a currency other than your reference currency, or where shares, shares comprising an index, or instruments invested into by an underlying fund are denominated in a different currency than such index or fund, you may incur an additional currency risk. Changes in exchange rates may have an adverse effect on the value of the investment. Market risk The price of the note can fluctuate above or below the issue price during its lifetime. Assets such as the underlying assets of the note can be very volatile, and such volatility may be expected in the future. Adverse movements in the value of the underlying assets may result in a decline in the markto-market value of the note and will negatively impact the redemption price. Liquidity risk The note is not a liquid instrument. The arranger of the note endeavors under normal market conditions to maintain a secondary market in the note, but does not commit to do so. If such market is established no assurance can be given that any trading market for the note will be liquid. There may be periods when there is a lack of liquidity, or low trading volume, in the market for the note, which may have a severely adverse effect on the market value of the note. Therefore, investors may not be able to sell their note easily or at all or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. The investor should be prepared to hold the note until maturity. If the investor wishes to sell the note before maturity, you may not receive the entire amount invested. If the market value at the time of selling is less than the issue price, a sale will result in a price loss. If, on the other hand, the market value at the time of selling is higher than the issue price a sale will result in a price gain. Bid/offer spread During the term of the note, the quoted bid and offer prices may possibly differ to a greater or lesser extent (bid/ offer spread). All capital at risk The entire amount invested is at risk and the repayment of the invested amount depends on the performance of the underlying assets and an investor risks losing all or part of the invested amount. If the note is not redeemed early and if one or more of the underlying assets have fallen below the risk barrier, meaning that at least one of the underlying assets has fallen by more than 40 %, on the final valuation date, the redemption price will be 100% minus the entire decrease in the worst performing underlying asset. If the worst performing underlying asset has fallen to a value of zero, the final redemption price repaid at maturity will be zero and the entire amount invested will be lost. The notes may be redeemed prior to maturity The notes may be redeemed prior to their scheduled maturity date for taxation reasons. Early redemption may result in noteholders receiving a lower return on investment and in some circumstances may result in a loss of part or all of their investment. Prospective investors should consider reinvestment risk in light of other investments available at that time. Risk labelling According to the Danish Executive Order on Risk-Labelling of Investment Products this investment product is labelled: Red. For further information see risikomærkning. Market disruption and extraordinary events In case a market disruption or an extraordinary event occurs, Nordea may determine the value to be applied for any calculation, make certain adjustments to the calculation, replace the underlying asset with another underlying asset, or, under certain circumstances, even make an early calculation of the redemption price and the yield. Nordea may make such amendments to the terms and conditions of the note as it deems necessary in connection with any market disruption or extraordinary events. The same applies if a change in law occurs, the issuer s hedging of its liabilities under the note is disrupted, or the issuer s costs in connection with any such hedging increase. The note is exposed to the following additional risks Equity markets may be affected negatively by certain factors such as: i) a slowdown in economic activity which decreases the earnings potential of companies ii) larger geopolitical uncertainty which may have a negative impact on equity prices and/ or iii) the leading central banks perform less accommodative monetary policies which may have a negative effect on economic growth and/ or the risk appetite of investors. Factors which are seen to have a positive influence on the equity markets are: i) the leading central banks continue to support economic growth through accommodative monetary policy, ii) the economic upswing of the leading economies continues, which increases the earnings potential of companies and/ or iii) higher growth expectations in emerging markets reduce the uncertainty in the global financial markets. 8

9 4. Additional Information The terms and conditions stated in this marketing material are indicative only and subject to immediate change at any time until the issue date. The arranger reserves the right to cancel the issue if: incidents of an economic, financial or political nature occur that, in the arranger s judgment, could jeopardize the launch of the note; and/ or the subscribed amount is less than an amount equivalent to EUR 1,500,000 or above an amount equivalent to EUR 5,000,000. If a bonus coupon of 11,00 % or higher cannot be achieved, the issue will be cancelled. The Financial Ombudsman Service and Financial Services Compensation Scheme will not be available for eligible UK investors investing in the Note. This marketing material has been prepared by the arranger of the note. The information contained herein is subject to, and qualified by, the legal documentation as defined above. In case of any discrepancies the legal documentation prevails. Tax disclaimer Regarding the investor s individual tax situation, it is recommended that the investor obtains advice about potential taxation in Luxembourg/ Denmark/ France/ Spain/ Sweden/ the UK and in his/ her country of residence, from external sources. The information in this marketing material is intended to give general guidelines only and the issuer, arranger and distributors cannot accept responsibility for any tax consequences resulting from actions taken on the basis of the information in this publication, or from any errors or omissions contained herein. Selling restrictions The note has not been and will not be registered under the U.S. Securities Act of 1933 as amended (the Securities Act ) and, subject to certain exceptions, the note may not be offered, sold or delivered within the United States or to U.S. persons. Further selling restrictions are set forth in the Base Prospectus and the Final Terms, in particular on pages 644 et seq. of the Base Prospectus and section C.5 of the annex to the Final Terms. Persons in possession of the Base Prospectus, the Final Terms or this document are required to comply with all applicable laws, regulations and rules in each country or jurisdiction in or from which they purchase, offer, sell or deliver the notes or have in their possession or distribute such offering material, in all cases at their own expense. 9

10 French Disclaimer (i) This offer does not require a prospectus to be submitted to the Autorité des marchés financiers for approval; (ii) investors must participate in the offering on their own account; and (iii) the direct or indirect offer or sale, to the public in France, of the notes can only be made in accordance with articles L.411-1, L.411-2, L and L to L of the French Code monétaire et financier. Disclaimer The information provided herein is intended for background information only and for the sole use of the intended recipient. The views and other information provided herein are the current views of the arranger as of the date of this marketing material and are subject to change without notice. This marketing material is not an exhaustive description of the described product or the risks related to it, and it should not be relied on as such, nor is it a substitute for the judgment of the recipient. The information provided herein is not intended to constitute and does not constitute investment advice nor is the information intended as an offer or solicitation for the purchase or sale of any financial instrument. The information contained herein has no regard to the specific investment objectives, the financial situation or particular needs of any particular recipient. Relevant and specific professional advice should always be obtained before making any investment or credit decision. It is important to note that past performance is not indicative of future results. The distributor is not and does not purport to be an adviser as to legal, taxation, accounting or regulatory matters in any jurisdiction. This document may not be reproduced, distributed or published for any purpose without the prior written consent from the arranger. Contact details of the distributor: Nordea Bank S.A. 562 rue de Neudorf L-2220 Luxembourg Luxembourg Tel Fax Nordea Danmark, filial af Nordea Bank AB (publ), Sverige Grønjordsvej København S Denmark Tel / Nordea Bank S.A., R.C.S. Luxembourg No. B14157, is subject to the supervision of the CSSF ( Commission de Surveillance du Secteur Financier ). Nordea Danmark, filial af Nordea Bank AB (publ), Sverige, CVR nr , is subject to supervision of the Swedish Financial Supervisory Authority (Finansinspektionen). 10