Nomination Committee’s proposals to Nordea’s Annual General Meeting 2013

The Nomination Committee of Nordea Bank AB (publ) was established by decision of
the annual general meeting 2012 and comprises Torbjörn Magnusson, chairman of
the Nomination Committee, appointed by Sampo plc, Michael Thorén, appointed by
the Swedish government, Mogens Hugo, appointed by Nordea-fonden, Peder Hasslev,
appointed by AMF, and Björn Wahlroos, chairman of the board of directors. Today
the Nomination Committee announces its proposals to Nordea’s annual general
meeting on 14 March 2013. The proposals will also be presented in the notice to
attend the meeting.

Election of board members and chairman of the board
The Nomination Committee proposes re-election of all board members, except for
Stine Bosse who has declined re-election, and election of Elisabeth Grieg as a
new member. The Nomination Committee proposes re-election of Björn Wahlroos as
chairman of the board.

Thus, the proposal is for Björn Wahlroos, Peter F Braunwalder, Marie Ehrling,
Svein Jacobsen, Tom Knutzen, Lars G Nordström, Sarah Russell and Kari Stadigh to
be re-elected as board members until the end of the next annual general meeting
and for Elisabeth Grieg to be elected as new member of the board for the same
period. Further, the proposal is for Björn Wahlroos to be re-elected as chairman
of the board until the end of the next annual general meeting.

Elisabeth Grieg proposed as new member of the board
Elisabeth Grieg was born in 1959. She has a BSc in economics from the BI
Norwegian Business School in Oslo and an MSc in human resources and management
from the University of San Francisco. Elisabeth Grieg is a co-owner of the Grieg
Group and has held various positions within the group since 1982, except for the
period 1985-1987 when she was a shipping analyst with Bergen Bank. She is a
member of the board of directors of Grieg Star Group AS and various other group
companies. She is further chairman of the board of directors of the Norwegian
Guarantee Institute for Export Credits (GIEK), a board member of SOS Children’s
Villages Norway and a member of DnV Nordic Committee. Elisabeth Grieg holds no
shares in Nordea.

Independence pursuant to the Swedish code for corporate governance
Of the proposed board members, all members are considered independent in
relation to the company and its management. Of the proposed board members, all
members, except for Björn Wahlroos and Kari Stadigh, are considered independent
in relation to the company’s major shareholders. At least two of the proposed
board members who are independent in relation to the company and its management
are thus also independent in relation to the company’s major shareholders.

The Nomination Committee’s judgment of independence is based on the following
facts: Björn Wahlroos is chairman and Kari Stadigh is Group CEO and President of
Sampo plc, which owns more than 10% of all shares and votes in Nordea Bank AB
(publ).

Election of auditor
The Nomination Committee proposes re-election of KPMG AB as auditor until the
end of the next general meeting.

Fees to board members and auditor
The Nomination Committee proposes that the annual general meeting sets the fees
to the board members in the amount of EUR 252,000 to the chairman (unchanged),
EUR 108,100 to the deputy chairman and EUR 77,900 per member to the other
members. In addition, fees shall be payable for committee work on the
remuneration committee, the audit committee and the risk committee amounting to
EUR 20,750 for the committee chairman and EUR 14,700 for the other members.
Remuneration is not paid to members who are employees of the Nordea Group.

The proposed increase in fees for board members is 3% on average. With fees
payable for committee work the total proposed fee increase is 5%. Over the past
five years fees for board members have been unchanged.

Fees to the auditor are proposed to be paid as per approved invoice.

Establishment of nomination committee
It is proposed that a new nomination committee be established with the task of
presenting to the annual general meeting 2014 proposals concerning election of
the board of directors, chairman of the board and auditors and also fees to the
board members and auditors.



For further information:
Torbjörn Magnusson, chairman of the Nomination Committee, +46 8 792 81 12