Nordea's Annual General Meeting to be held 2 April 2009

The Annual General Meeting of Nordea Bank AB (publ) (Nordea) will be
held on Thursday 2 April 2009 at 13.00 at Cirkus in Stockholm.

Proposals to the Annual General Meeting

Acquisition of own shares within securities operations
The board of directors proposes that Nordea may continuously acquire
own ordinary shares in order to facilitate its securities operations.
Ownership of such shares may not exceed one per cent of all shares in
the company.

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 to retain and recruit the best talent
The Annual General Meeting 2007 decided on the introduction of a Long
Term Incentive Programme 2007 ("LTIP 2007") comprising up to 400
managers and other key employees in the Nordea Group. The programme
was intended to be accompanied by similar long-term incentive
programmes in the coming years and the Annual General Meeting 2008
decided on a LTIP 2008.

The board of directors deems the introduction of the programmes to
have enhanced Nordea's ability to attract talent; this has
contributed to the firm establishment of Nordea's financial goals
within the organisation and has stimulated participants to deliver
excellent results. The board of directors accordingly proposes that
the present programmes be followed by the introduction of a long-term
incentive programme (Long Term Incentive Programme) ("LTIP 2009")
based on the same principles as LTIP 2007 and LTIP 2008, and as such
comprising up to 400 managers and other key employees in the Nordea
Group, who are deemed to be of considerable significance for the
group's future development.

On 9 February 2009, the board of directors resolved on a new issue of
ordinary shares with preferential rights for existing shareholders,
subject to the subsequent approval by the general meeting, as will be
seen from the separate press release. If the new issue is completed,
this will affect LTIP 2009, which implies that some parts of the
board's proposal to LTIP 2009 such as exercise price, number of
shares, dilution, performance conditions as well as costs and value
of the program, may be affected and potentially subject to
recalculation or adjustment as a consequence of the new issue in
accordance with the conditions for LTIP 2009.

The programme is a combined matching and performance share programme.
Remuneration, with a capped maximum gain, depends on the achievement
of Nordea's financial goals.

LTIP 2009 runs similarly to LTIP 2007 and LTIP 2008 for four years
and comprises a two-year vesting period and a two-year exercise
period. The participants are to invest up to 10 per cent of their
base salary before tax in Nordea shares. The shares are locked during
the vesting period.
For each Nordea share the participant locks in he/she will be able to
purchase:

*     one Nordea ordinary share at a price of 1 euro. This share is a
  Matching Share, which can be bought if the participant remains
  employed by Nordea during the initial two-year vesting period.

*     three Nordea ordinary shares at a price of 0.5 euro per share.
  These shares are Performance Shares, which means that in addition
  to the two-year employment criterion, the possibility to buy them
  depends on Nordea fulfilling certain financial targets.

To be able to treat the participants in a similar way as
shareholders, it is proposed that the exercise price be adjusted for
dividends during the exercise period, however never adjusted below
0.10 euro. The gain per right to Matching and Performance Share is
capped to a maximum of 12.50 euro.

The programme is estimated to give the participants an incentive
compensation of about 25 per cent of base salary if the group
produces a strong result, and about 35 per cent of base salary if the
group produces an outstanding result. If earnings per share during
the earning period are lower than 0.40 euro B and C performance
shares will lapse during the relevant period.

In order to implement LTIP 2007 and LTIP 2008 in a cost-effective and
flexible way the Annual General Meeting 2007 and 2008, respectively,
decided to hedge those programmes through an issue of redeemable and
convertible C shares. The board considers that the applied
alternative for LTIP 2007 and LTIP 2008 is the most cost-effective
and flexible method of delivery of shares and for covering certain
costs, principally social security costs, for which reason the board
proposes to the Annual General Meeting that the financial risk for
LTIP 2009 will also be hedged by way of a directed cash issue of
7,250,000 redeemable and convertible C shares. This form of hedge is
seen as preferable to an equity swap. The new shares shall - with
deviation from the shareholders' preferential right - be subscribed
for by a third party. The subscription price shall correspond to the
share's quota value. The share capital, after the new issue of
shares, will be increased by 7,250,000 euro. The new C shares do not
entitle to any dividend.

The board's proposal means that the Annual General Meeting takes a
decision on amendment of the articles of association so that the
number of C shares that can be issued shall amount to no more than
10,000,000. Furthermore, the board of directors proposes
authorisation to repurchase the issued C shares through a directed
acquisition offer in respect of all C shares. C shares, after
conversion to ordinary shares, shall be conveyed to participants in
LTIP 2009. It shall also be possible to convey a portion of the
shares on a regulated market in order to cover certain costs, mainly
social security costs. Moreover, it is proposed that Nordea is
entitled, before the Annual General Meeting 2010, to transfer a
maximum of 520,000 ordinary shares of the total holding of 3,120,000
ordinary shares, to cover certain costs, mainly social security costs
for LTIP 2007 as well as transfer a maximum of 480,000 ordinary
shares of the total holding of 2,880,000 ordinary shares to cover
certain costs, mainly social security costs for LTIP 2008.

The dilution from this programme is estimated at 0.09 per cent in
terms of IFRS value/market value. The costs are expected to have a
marginal effect on Nordea's key ratios. The programme is estimated to
cost about 14 million euro during the two-year vesting period, which
corresponds to about 0.6 per cent of Nordea's staff costs.

The proposed incentive programme has been developed in close
consultation with major shareholders. Nordea's board of directors
intends to renew the long-term incentive programme annually.

Notice to attend the Annual General Meeting

The notice will be published around 26 February. 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
Lauri Peltola, Head of Group Identity and Communications, +46 8 614
79 16
Johan Ekwall, 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. The information is submitted for publication on 10 February
2009 at  08.15 (CET).











Appendix:
Conditions for performance shares
In addition to the two-year employment criterion, the possibility to
buy performance shares depends on certain financial performance
conditions:

*     Rights to B performance shares: If Nordea's Risk-Adjusted
  Profit Per Share (RAPPS) 2009 exceeds RAPPS for 2008 by 2 per cent,
  then 20 per cent of B performance shares may be purchased. All B
  performance shares may be purchased if RAPPS 2009 exceeds RAPPS
  2008 by 8 per cent or more. Linear interpolation is used between
  the two hurdles.

*     Rights to C performance shares: The corresponding calculation
  that applies to B performance shares shall be applied in reference
  to C performance shares, however based on the difference in RAPPS
  for the financial year 2010 compared with the financial year 2009.

*     Rights to D performance shares: Nordea's Total Shareholder
  Return (TSR) 2009-2010 is put in relation to peers' TSR. All D
  performance shares may be purchased if Nordea's TSR 2009-2010 puts
  Nordea in first place compared with the other banks. If Nordea's
  TSR 2009-2010 puts Nordea in second to tenth place, a proportionate
  reduction shall be made. At the minimum level, ie Nordea is placed
  tenth, the participant is entitled to purchase 10 per cent of the D
  performance shares.