Nordea's Annual General Meeting to be held 13 April 2007

The Annual General Meeting of Nordea Bank AB (publ) (Nordea) will be
held on Friday 13 April 2007 at 12.30 in Aula Magna, Stockholm
University.

Proposal to the Annual General Meeting
Acquisition and conveyance of own shares
In order to transfer surplus capital to the shareholders and to
facilitate the use of own shares as payment for or financing of
acquisition of companies or businesses, the board of directors
proposes a renewal of the authorisation for the board to repurchase
own shares on stock exchanges where the company's shares are quoted,
or according to an acquisition offer to all of the company's
shareholders, in an amount that corresponds to a maximum of ten per
cent of the total number of shares in the company. Acquisition of
shares on a stock exchange may only take place within the registered
price interval at any time, meaning the interval between the highest
buying price and the lowest selling price. Acquisition of shares
according to an acquisition offer to all shareholders may take place
at a premium of up to 30 per cent.

The board of directors proposes that the Meeting authorises the board
of directors to convey own shares to be used as payment for or
financing of acquisitions of companies or businesses. Conveyance
under the proposal is to be carried out by alternative means other
than via a stock exchange. Conveyance shall take place at an assessed
market value and may take place with deviations from the
shareholders' preferential right. It is proposed that compensation
for conveyed shares be paid in cash, by way of issue in kind or
through setting off claims against the company.
Acquisition of own shares within securities operations
The board of directors proposes that Nordea may continuously acquire
own shares in order to facilitate its securities operations.
Ownership of such shares may not exceed one per cent of all shares in
the company.
Authorisation for the board of directors to raise capital
contributions debt
The board of directors proposes that the Annual General Meeting
authorises the board to take decisions concerning raising capital
contributions debt according to chapter 11, section 11 of the Swedish
Companies Act.
Guidelines for remuneration to the executive officers
A proposal in respect of guidelines for remuneration to executive
officers is to be presented to the Annual General Meeting. The main
proposal will be presented in the notice to attend the Meeting.
Long Term Incentive Programme for managers and key employees
The board of directors proposes the introduction of a Long Term
Incentive Programme comprising up to 400 managers and other key
employees in the Nordea Group. The board's main objective with the
proposal is to strengthen Nordea's capability to retain and recruit
the best talent for key leadership positions. The programme is a
combined matching and performance share programme that will replace
the present Executive Incentive Programme, which Nordea has had since
2003. In order to participate in the programme the participants must
lock in part of their base salary in Nordea shares and compensation,
with a capped maximum gain, depends on the achievement of Nordea's
new financial goals. In order to be able to carry out the Long Term
Incentive Programme in a cost-effective and flexible way the board of
directors proposes that the financial exposure will be hedged by
issuing 3,120,000 redeemable and convertible C-shares. The new shares
shall - with deviation from the shareholders' preferential right - be
subscribed for by Alecta. The subscription price shall correspond to
the share's quota value of 1 euro. The share capital will after the
new issue of shares amount to 2,597,228,227 euro. The new C-shares do
not entitle to any dividend.

The board's proposal includes that the Annual General Meeting takes a
decision regarding a change in the articles of association to the
effect that redeemable C-shares can be issued, and that a conversion
clause be incorporated in the articles of association for C-shares to
be convertible to ordinary shares.

Moreover, it is proposed that the board of directors be authorised to
repurchase the issued C-shares through a directed acquisition offer
in respect of all C-shares at a minimum price of 1 euro and a highest
price of 1.05 euro. C-shares shall, after conversion to ordinary
shares, be transferred to participants in LTIP 2007, it shall also be
possible to convey a portion of the shares on a stock exchange in
order to cover certain costs, mainly social security costs..

See also separate press release.

Proposal from the Nomination Committee

The Nomination Committee presents its proposal to the Annual General
Meeting in a press release today.

Notice to attend the Annual General Meeting

The notice will be published around 9 March. The notice contains
instructions as to how registration is to be made, proposals for the
agenda of the Meeting and the main content in the proposals to the
Annual General Meeting. Notice to attend the Meeting will be
available on the company's home page www.nordea.com


For further information:
Hans Dalborg, Chairman of the board of directors, +46 8 614 78 01
Torben Laustsen, Head of Group Identity and Communications, +46 8 614
79 16
Johan Ekwall, Head of Investor Relations, +46 8 614 78 52