Notice to Shareholders

NOTICE TO SHAREHOLDERS

As shareholders of Nordea 1, SICAV, you are hereby informed that a new Prospectus of Nordea 1, SICAV will be issued in December 2020 including the following key changes effective as from 14 December 2020 (the “Effective Date”).

1.Key changes
1.1 relevant to all shareholders

For all fixed income funds using a benchmark for performance comparison only, the wording “while achieving above-market performance” has been removed from the funds’ objectives in alignment with the other funds.

Benchmarks administrators that are included in the register maintained by the European Securities and Markets Authority (ESMA) and whose benchmarks may be used by a fund to calculate performance fees are disclosed under the “Benchmarks” section of the prospectus.

Potential risk factors for the funds, such as pandemics and criminal activities, have been included under “Risk Descriptions”.

It is clarified in all fund descriptions and in the section “How the Funds Use Instruments and Techniques” (under “investment exposure” and “leverage”) that the funds may use any allowable derivatives “and other techniques”. Additionally, it is confirmed that none of the funds currently engage in securities lending activity and that the permitted usage level is set at “0%”.

Section “Investing in the Funds” is updated to clarify that in respect of “M” shares “we may decide the payment of a dividend out of the capital, in this case the capital will be eroded and the potential for future capital growth may be impacted.”

Under “Charges taken from the fund over a year” it is stated that operational expenses may include “All fees charged by and expenses payable to fund platforms, as applicable”. Performance fee disclosures are also updated in accordance with the European Securities and Markets Authority’s (ESMA’s) final performance fees guidelines for UCITS and certain types of AIFs dated 3 April 2020, and, specifically, now include examples of when a performance fee may apply and illustrate past performance against the chosen benchmark.

The section “Rights We Reserve” is updated to confirm the right, having due regard to shareholders’ best interests, to compulsorily switch shareholder shares of any share class to any other shares of another share class within the same fund. It is also confirmed that, with regard to in-kind payments, “Except for cases where exemption may be granted, the value of a subscription or redemption in kind will be certified by an auditor’s report.

The remuneration of investment managers and sub-investment managers under the section “Management Company” has been clarified.

The lists of sub-investment managers and local representative and paying agents are updated.

1.2 relevant to certain shareholders only

Operational expenses for the X and Z share classes are increased for certain funds. Please refer to Appendix 1 to this Notice for a summary of those changes.

2. Right to redeem and contact information

Shareholders who do not agree to the changes as described above may redeem their shares, following the redemption process detailed in the Prospectus, free of any charges, with the exception of any local transaction fees that might be charged by local intermediaries on their own behalf and which are independent from Nordea 1, SICAV and the Management Company. Such instruction must be received in writing by Nordea Investment Funds S.A. (as Administrative Agent) at the below address by [11 December 2020] before 15h30 CET.

The updated version of the Prospectus dated December 2020 may be obtained, free of any charge, at the Registered Office of the Company or at Nordea Investment Funds S.A. at 562, rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg, and on the website www.nordea.lu, as soon as the CSSF has issued the visa-stamped official Prospectus or, if available, on local Nordea websites.

Shareholders having any question relating to the above changes should not hesitate to contact their financial advisor or Nordea Investment Funds S.A., Client Relationship Services, on telephone +352 27 86 51 00.

Luxembourg, 11 November 2020
The Board of Directors of Nordea 1, SICAV.

Appendix 1 – operational expenses for X and Z share classes

1.Please note that this increase impacts the X share class only. The Z share class level of 0,300% is unchanged.