Investor Presentation
Important notice (cont'd)
The information regarding the terms of the Subsequent Notes Issue in this Investor Presentation, the Term Sheet and the Application Form is only intended to constitute a summary and any investor investing in the Subsequent Notes is
bound by the Terms and Conditions and the Intercreditor Agreement. The Terms and Conditions and the Intercreditor Agreement, which the investor acknowledges having accepted by investing in the Subsequent Notes, will be made
available by the Sole Bookrunner upon written request. Any information contained in this Investor Presentation is subject to change and in case of any discrepancies between the Terms and Conditions and the terms presented in this
Investor Presentation and/or the Application Form, the provisions of the Terms and Conditions shall prevail.
The Issuer is under no obligation to accept offers or proposals and the Issuer reserves the right to change the process or terminate negotiations at any time before a binding agreement has been reached. The Issuer also reserves the
right to negotiate with any party and with any number of parties it wishes. Potential investors' costs in connection with the process shall be borne by the investor.
This Investor Presentation is subject to Swedish law, unless otherwise explicitly stated. Any dispute arising in respect of this Investor Presentation is subject to the exclusive jurisdiction of the Swedish courts with the Stockholm District
Court being the court of first instance.
References to credit ratings
There may be references to credit ratings in this Investor Presentation. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating
agency. Each credit rating should be evaluated independently of any other credit rating.
Professional investors and eligible counterparties' only target market
Solely for the purposes of the manufacturer's (as used herein, "Manufacturer" refers to Nordea Bank Abp) product approval process, the target market assessment in respect of the Subsequent Notes has led to the conclusion that: (i)
the target market for the Subsequent Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Subsequent Notes to
eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Subsequent Notes (a "Distributor") should take into consideration the Manufacturer's target market assessment; however, a Distributor subject to MiFID II is responsible
for undertaking its own target market assessment in respect of the Subsequent Notes (by either adopting or refining the Manufacturer's target market assessment) and determining appropriate distribution channels.
PRIIPs Regulation and prohibition of sales to EEA retail investors
The Subsequent Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPS Regulation") for offering or selling the Subsequent Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Subsequent Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
U.S Restrictions
The Subsequent Notes are being offered and sold only outside the United States to persons other than U.S. persons or non-U.S. purchasers in reliance upon Regulation S.
Until 40 days after the commencement of the offering, any offer or sale of the Subsequent Notes within the United States by any dealer may violate the registration requirements of the Securities Act if such offer or sale is made
otherwise than pursuant to an exemption from registration under the Securities Act.
Each purchaser of the Subsequent Notes, by its acceptance thereof, will be deemed to have acknowledged, represented to and agreed with the Issuer and with the Sole Bookrunner that such purchaser is not a U.S. person and is
acquiring such Subsequent Notes for its own account or for the account of a non-U.S. person in an offshore transaction (as defined in Regulation S) pursuant to an exemption from registration provided by Regulation S.
IMPORTANT NOTICE | POLYGON 3View entire presentation