Sections and paragraphs referred to in this Annex 1 are references to the corresponding sections and paragraphs in the Terms and Conditions.
MTNS ISSUED UNDER FINNISH LAW
The Terms and Conditions for MTNs that are expressed to be governed by Finnish law shall apply as amended by the terms set out below.
Section 1 Definitions
The following definitions shall amend or replace the corresponding definitions in the Terms and Conditions.
"Account Operator" means an institution to which Euroclear Finland has granted a licence to act as an account operator and conduct registrations in the securities register pursuant to the Finnish Securities System Act (826/1991) and Euroclear Finland's regulations;
“Euroclear Finland” means Euroclear Finland Ab,
"MTNs" means any publicly traded debt instrument in the form of securities issued by NBF under this MTN Programme;
"Securities Account" means an account pursuant to the Finnish Securities System Act (826/1991) and the Finnish Securities Accounts Act (827/1991);
Section 3 Registration of MTNs
Sections 3.1 and 3.2 shall be replaced by the following provision:
“MTNs shall on behalf of the Holder be registered on a Securities Account, consequently, no physical securities will be issued. A request for a registration measure regarding MTNs shall be addressed to the Account Operator."
Section 8 Redemption and payment of interest or other yield
Sections 8.6 and 8.7, first paragraph shall be replaced by the following provision:
"The Redemption Amount and, where applicable, interest or other yield shall be paid on the Redemption Date pursuant to the Finnish Securities System Act (826/1991) and the Finnish Securities Accounts Act (827/1991) as well as Euroclear Finland's rules and provisions to those persons who are entitled to the payments. Euroclear Finland's rules and provisions in force from time to time are available at www.ncsd.eu."
Section 10 Prescription
Section 10, first paragraph shall be replaced by the following:
"The right to payment of any Principal Amount and interest or other yield shall be prescribed three years after the Redemption Date or the Interest Payment Date. Funds reserved for any payment which is prescribed shall inure to the Issuing Bank."
Section 12 Meeting of Holders
Section 12.2, first and second sentences shall be replaced by the following:
"Notice to attend meetings of Holders shall be published not later than 20 Business Days prior to the meeting of Holders in accordance with section 15 below. Notices shall be sent to Holders pursuant to section 15 below."
Section 12.4, first sentence is deleted.
Section 12.6, fourth sentence shall be replaced by the following:
"A copy of the minutes shall be available at the Issuing Bank no later than ten Business Days after the meeting of Holders."
Section 12.8, second sentence shall be replaced by the following:
"Notice that the meeting of Holders has been adjourned and a new notice to attend a meeting of Holders when resumed shall be sent to Holders in accordance with section 14 below."
Section 12.9, third sentence shall be replaced by the following:
"Notice to attend pursuant to section 12.2 shall be sent to Holders in accordance with section 14 below."
Section 14 Notices
Section 14, first paragraph shall be replaced by the following:
"Notices regarding outstanding MTNs shall be published by NBF in a national daily newspaper in the jurisdictions in which MTNs have been offered to the public or on the Issuing Bank's website www.nordea.fi/masslån or on any other website as stated separately in the Final Terms for the respective MTNs. Written notice may also be sent to Holders at the address registered in the Issuing Bank's register. Where MTNs have been issued as dematerialised securities, notice to Holders may be sent via APK and Account Operators. Notices shall be deemed received by Holders on the day on which they are published in a national daily newspaper, on a relevant website or in APK or, where the notice has been sent through a written letter, on the seventh day after despatch of the letter. Notice to NBF shall be deemed duly delivered the day after despatch where sent to NBF, Aleksis Kivis katu 9, Treasury/Markets, Helsinki, FI-00020 NORDEA (or another address as notified to Holders) and notices to NBAB shall be deemed duly delivered on the day after despatch where sent to NBAB."
Section 14, third paragraph shall be replaced by the following:
"Information regarding prices and changes in prices during the term of a Structured MTNs may be obtained at the Issuing Bank's head office."
Section 18 Nominee registration
Section 18 shall be replaced by the following:
"The Finnish Securities System Act (826/1991) and the Finnish Securities Accounts Act (827/1991) as well as Euroclear Finland's regulations and provisions shall apply to nominee-registered MTNs."
Section 19 Limitation of liability, etc.
Section 19, final paragraph shall be deleted.
MTNS ISSUED UNDER DANISH LAW
The Terms and Conditions for MTNs that are expressed to be governed by Danish law shall apply as amended by the terms set out blow.
Section 1 Definitions
The following definitions shall amend or replace the corresponding definitions in the Terms and Conditions.
"Business Day" Business Day Sweden, Business Day Finland and/or Business Day Denmark or a day other than a Saturday or Sunday or public holiday, on which commercial banks and domestic capital markets are open for business in the jurisdiction stated in the Final Terms;
"Business Day Denmark" A day other than a Saturday or Sunday or public holiday, on which commercial banks and domestic capital markets are open for business in Denmark;
"MTNs" Debt instruments issued by the Issuing Bank in the form of a note under this MTN Programme;
Section 10 Prescription
Section 10, first paragraph shall be replaced by the following:
The right to payment of Principal Amounts shall be prescribed twenty years after the
Redemption Date. The right to payment of interest or other yield shall be prescribed five years after the respective Interest Payment Date. Funds reserved for any prescribed payments shall inure to the Issuing Bank.
Section 12 Meeting of Holders
Section 12.2, first and second sentences shall be replaced by the following:
"Notice to attend meetings of Holders shall be published not later than 20 Business Days prior to the meeting of Holders in accordance with section 15. Notices shall be sent to Holders in accordance with section 14 below."
Section 12.6, fourth sentence shall be replaced by the following:
"A copy of the minutes shall be available at the Issuing Bank no later than ten Business Days after the meeting of Holders."
Section 12.8, second sentence shall be replaced by the following:
"Notice that the meeting of Holders has been adjourned and new notice to attend a meeting of Holders when resumed shall be sent to Holders in accordance with section 14 below."
Section 14 Notices
Section 14, first paragraph shall be replaced by the following:
"Notices regarding issued MTNs shall be published by the Issuing Bank in a national daily newspaper in the jurisdictions in which MTNs have been offered to the public or on the Issuing Bank's website as stated separately in the Final Terms for the respective MTNs. Written notice may also be sent to Holders at the address registered in the Issuing Bank's register. Notices shall be deemed received by Holders on the day after publication in a national daily newspaper or on the relevant website and on the seventh day after the letter has been sent."
Section 14, third paragraph shall be replaced by the following:
"Information regarding prices and changes in prices during the term of a Structured MTNs may be obtained at the Issuing Bank's head office."
Section 18 Nominee registration
Section 18 shall be deleted and the subsequent numbering adjusted.
Section 19 Limitation of liability, etc.
Section 19, final paragraph shall be deleted.
ANNEX 2 TO GENERAL TERMS - FURTHER DEFINITIONS FOR CERTAIN