Notice to Shareholders: Nordea 1, SICAV New sales prospectus

The shareholders of Nordea 1, SICAV („the Company“) are hereby informed of the following changes that will be implemented in the prospectus of the Company (“the Prospectus”) with effect from 23rd March 2009 (the “Effective Date”), unless a different date is defined for individual changes hereafter:

• With regard to the Sub-fund “African Equity Fund”, the investment policy has been reworded as follows:

  “For the purpose of this Sub-fund, investments are to be considered as eligible in the sense of Art. 19 (1) alinea a) to c) of the Directive EC/85/611 in those African markets that:

  1. any European supervisory authority has confirmed as being regulated by way of publication and/or
  2. the Board of Directors of the Company has assessed as being regulated, applying the requirements and conditions of the Markets in Financial Instruments Directive (MiFID).”

  STANLIB Asset Management Limited, South Africa, currently appointed as investment sub-adviser of the Sub-fund, will be appointed as investment sub-sub-manager of the Sub-fund.

  The administration fee will be shown to be “up to 0.250% p.a.”, instead of “up to 0.185% p.a.”.

• With regard to the Sub-fund “Global Bond Fund (EUR)”, the name of the Sub-fund will be changed to “Global Bond Fund”.
• With regard to the Sub-fund “Latin American Equity Fund”, the name of the Reference Index will be corrected from “MSCI Latin America 10/40 – Net Return Index converted to EUR” to “MSCI EM Latin America 10/40 – Net Return Index converted to EUR.”

• With regard to the Sub-fund “Heracles Long/Short MI Fund”, the following changes will take place:

  • The minimum administration and custodian fee amounts are clearly shown as being annual minima.
  • The investment management fee for the AI-Shares, the BI-Shares and the HAI USD-Shares will be raised from 1.0% p.a. to 1.2% p.a.
  • The Hurdle Rate used in the calculation of Performance Fee will change from Euribor3M to Euribor1M.
• With regard to the Sub-funds “Sterling Bond Fund” and “Dollar Bond Fund”, the Sub-funds will no longer be sub-managed by Nordea Investment Management AB, Denmark Filial af Nordea Investment Management AB, Sweden and will in future be managed by Nordea Investment Funds S.A.
• With regard to the Sub-fund “Far Eastern Value Fund”, the name of the Sub-fund will be changed to “Far Eastern Equity Fund” and reference to the Value investment concept will be removed from this Sub-fund’s investment policy.
• With reference to the Sub-fund “Absolute Return Fund”, the name of the Sub-fund will be changed to “Stable Return Fund” and the investment objective will be reworded to refer to a stable return.
• With regard to the Sub-funds “Danish Kroner Reserve”, “Swedish Kroner Reserve”, “Norwegian Kroner Reserve”, “Euro Reserve” and “US-Dollar Reserve”, the investment objective has been reworded to show that each Sub-fund aims to provide a return similar to or better than short-term interest levels in the zone of each respective Sub-fund’s Base Currency by taking risks lower than that of an average bond portfolio. The profile of the typical investor has been reworded as follows:

  “This Sub-fund is suitable for the investor who is not willing to take the duration risks of a normal bond portfolio. This Sub-fund should be regarded as a lower-risk alternative to asset classes such as bonds and equities. The investor should have an investment horizon of at least 6-12 months, as performance deviations from the reference index can appear.”

• The following share Sub-classes will be closed in the following Sub-funds, with the final NAV calculation taking place on 27th February 2009:
  

  Sub-fund	Share sub-class(es)
  Japanese Value Fund	AP-SEK
  European Value Fund	AP-NOK
  Far Eastern Value Fund	AP-NOK
  North American Value Fund	AP-NOK AP-SEK
  Global Value Fund	AP-NOK AP-SEK
  Danish Equity Fund	BP-NOK
  Swedish Equity Fund	BP-NOK
  Central & Eastern European Equity Fund	BP-NOK
  Global Stable Equity Fund	AP-NOK AP-SEK BP-NOK
  European Equity Fund	AP-NOK P-NOK
  Japanese Equity Fund	BP-NOK BP-SEK
  North American Growth Fund	AP-NOK AP-SEK
  Global Equity Fund	AP-NOK AP-SEK
  IT Fund	BP-NOK BP-SEK
  Danish Bond Fund	BP-NOK BP-SEK
  Danish Mortgage Bond Fund	AP-NOK AP-SEK BP-NOK
  Danish Long Bond Fund	BP-SEK
  Swedish Bond Fund	BP-NOK
  Norwegian Bond Fund	BP-SEK
  Sterling Bond Fund	BP-NOK BP-SEK
  European High Yield Bond Fund	AP-NOK AP-SEK
  Global Bond Fund (EUR)	AP-NOK AP-SEK
  Absolute Return Fund	AP-SEK
  Danish Kroner Reserve	BP-SEK

• The following changes are described in the “Share Capital” chapter of the Prospectus:
  • With regard to all NOK-denominated share sub-classes, if this share Sub-class is offered in a Sub-fund whose Base Currency is not NOK, this share Sub-class in that Sub-fund is reserved for Investors in Norway and for Nordea Bank S.A., 562, rue de Neudorf, L-2220 Luxembourg.
  • With regard to all SEK-denominated share sub-classes, if this share Sub-class is offered in a Sub-fund whose Base Currency is not SEK, this share Sub-class in that Sub-fund is reserved for Investors in Sweden and for Nordea Bank S.A., 562, rue de Neudorf, L-2220 Luxembourg.
  • With regard to all DKK-denominated share sub-classes, if this share Sub-class is offered in a Sub-fund whose Base Currency is not DKK, this share Sub-class in that Sub-fund is reserved for Investors in Denmark and for Nordea Bank S.A., 562, rue de Neudorf, L-2220 Luxembourg.
  • With regard to all PLN-denominated share sub-classes, if this share Sub-class is offered in a Sub-fund whose Base Currency is not PLN, this share Sub-class in that Sub-fund is reserved for Investors in Poland and for Nordea Bank S.A., 562, rue de Neudorf, L-2220 Luxembourg.
  • With regard to all E-share Classes, this share Class is reserved for Investors in Spain, Italy and Poland and for Nordea Bank S.A., 562, rue de Neudorf, L-2220 Luxembourg.
  • It is stated that “Admission of Investors in further distribution countries and/or via other distribution channels shall be decided by the Board of Directors.”
• The definition of “Africa” now includes Mauritius.

Shareholders who do not agree to the changes as described above may redeem their Shares free of any charges. Such instruction must be received in writing by Nordea Bank S.A. at the below address by 20th March 2009, 15:30 CET at the latest.

An updated version of the Prospectus dated March 2009 may be obtained, free of any charges, at the Registered Office of the Company or Nordea Bank S.A. at 562, rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg.

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 43 39 50 - 1.

Luxembourg, 20th February 2009

The Board of Directors of Nordea 1, SICAV