Decisions by Nordea’s AGM 2013

Today’s Annual General Meeting (AGM) of Nordea Bank AB (publ) approved the
income statement and balance sheet for 2012 and decided on a dividend of 0.34
euro per share and that the record date for dividend would be 19 March 2013. The
Board of Directors and the President and Group CEO were discharged from
liability for the year 2012. Elisabeth Grieg was elected new member of the Board
of Directors. The AGM decided to authorise the Board of Directors to decide on
issue of convertible instruments, acquisition and conveyance of own shares as
well as to approve the guidelines for remuneration to executive officers.
Election of board members
Björn Wahlroos, Peter F Braunwalder, Marie Ehrling, Svein Jacobsen, Tom Knutzen,
Lars G Nordström, Sarah Russell and Kari Stadigh were re-elected board members
for the period until the next AGM and Elisabeth Grieg was elected new board
member for the same period. Björn Wahlroos was re-elected chairman of the Board
of Directors.

At the subsequent constituent board meeting Marie Ehrling was elected deputy
chairman of the Board of Directors, and it was announced that the following
persons are employee representatives: Kari Ahola (deputy), Toni H Madsen, Lars
Oddestad and Hans Christian Riise.

Election of auditor
KPMG AB was re-elected auditor for the period until the next AGM. It was stated
that Hans Åkervall will replace Carl Lindgren as the auditor-in-charge.

Remuneration
The AGM resolved a remuneration to the board members amounting to 252,000 euro
for the chairman (unchanged), 108,100 euro for the deputy chairman and 77,900
euro for the other members. In addition, remuneration will be paid for committee
work in the three board committees amounting to 20,750 euro for the committee
chairmen and 14,700 euro for the other members. Remuneration is not paid to
members who are employees of the Nordea Group.

Fees to the auditor will be payable according to approved invoice.

Establishment of nomination committee
The AGM decided to establish a nomination committee that will present proposals
to the next AGM concerning board members, chairman of the Board of Directors and
auditor, as well as remuneration to these. The nomination committee will consist
of the chairman of the Board of Directors and four other members who are
appointed by the four largest shareholders in Nordea in terms of voting rights
at 31 August 2013.

Issue of convertible instruments
The Board of Directors was authorised, for the period until the next AGM, to
decide on issue of convertible instruments in Nordea. The authorisation means
that the share capital may be increased by a maximum of 10 per cent of the share
capital. The issue of convertible instruments by virtue of the authorisation may
take place with or without preferential rights for existing shareholders and
will be done on market conditions.

The purpose of the authorisation is to facilitate a flexible and cost-effective
adjustment of Nordea’s capital structure to meet new capital requirements rules
and attaching to new capital instruments.

Acquisition and conveyance of own shares
The Board of Directors was authorised to decide on acquisition of shares in
Nordea through a stock exchange or by means of an acquisition offer directed to
all shareholders. Nordea’s holding of own shares must not at any time exceed 10
per cent of the total number of shares in Nordea.

The purpose of acquisition of own shares is to facilitate an adjustment of
Nordea’s capital structure to prevailing capital requirements and to facilitate
the use of own shares as payment for or financing of acquisition of companies or
businesses.

The Board of Directors was also authorised to decide on conveyance of shares in
Nordea to be used as payment for or financing of acquisition of companies or
businesses. Conveyance may be made in another way than through a stock exchange.

Acquisition of own shares in securities operations
The AGM decided that Nordea may purchase own shares in order to facilitate its
securities operations. The holding of such shares must not at any time exceed 1
per cent of the total number of shares in Nordea.

Guidelines for remuneration to executive officers
The AGM decided on guidelines for remuneration to executive officers (the
President and Group CEO and other members of Group Executive Management). Nordea
will maintain remuneration levels and other employment conditions needed to
recruit and retain executive officers with competence and capacity to deliver
according to Nordea’s short- and long-term targets. Annual remuneration consists
of fixed salary and variable salary.

The executive officers have up to 2012 been offered a short-term variable salary
part (“VSP”) and a Long-Term Incentive Programme (“LTIP”). In order to reduce
the complexity of having both VSP and LTIP the executive officers will be
offered an Executive Incentive Programme 2013 (“GEM EIP 2013”) to reward
performance meeting predetermined targets on group, business unit and individual
levels. The effect on the long-term result is to be considered when determining
the targets. GEM EIP 2013 has a one year performance period and the outcome will
not exceed the fixed salary.

The outcome from GEM EIP 2013 will be paid over a five-year period in cash and
be subject to forfeiture clauses, Total Shareholder Return (TSR) indexation and
retention based on the Swedish Financial Supervisory Authority’s regulations on
remuneration systems, taking account of domestic rules and practices where
relevant.

At the AGM it was stated that the President and Group CEO and the Board of
Directors have agreed to remove the retirement age (60 years) from the President
and Group CEO’s employment contract.



For further information:
Jan Larsson, Head of Group Identity & Communications, +46 8 614 79 16
Rodney Alfvén, Head of Investor Relations, +46 8 614 78 52

The information in this press release is such that Nordea shall announce
publicly according to Act (1991:980) regarding trading with financial
instruments and/or Act (2007:528) regarding the securities market.