Nomination Committee’s proposals to Nordea’s Annual General Meeting 2014

The Nomination Committee of Nordea Bank AB (publ) was established by decision of
the annual general meeting 2013 and comprises Torbjörn Magnusson, chairman of
the Nomination Committee, appointed by Sampo plc, Mogens Hugo, appointed by
Nordea-fonden, Peder Hasslev, appointed by AMF, Monica Caneman, appointed by the
Fourth Swedish National Pension Fund, and Björn Wahlroos, chairman of the board
of directors. Today the Nomination Committee announces its proposals to Nordea’s
annual general meeting on 20 March 2014. 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
Peter F Braunwalder who has declined re-election, and election of Robin Lawther
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, Marie Ehrling, Elisabeth Grieg, 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 Robin Lawther 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.

Robin Lawther proposed as new member of the board
Robin Lawther was born in 1961. She has a BA Honours in economics from the
University of North Carolina at Chapel Hill, USA, and an MSc in accounting and
finance from the London School of Economics, UK. Robin Lawther worked for J.P.
Morgan for the period 1985-2012 in a number of senior positions, including Head
of Wealth Management for Southeast USA, Head of Investment Banking for the
Nordic Region and Head of Mergers & Acquisitions Execution for European
Financial Institutions. She is board member of UK Government’s Shareholder
Executive. Robin Lawther 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 per cent of all shares and votes in Nordea
Bank AB (publ).

Election of auditor
The Nomination Committee proposes re-election of KPMG AB as auditors 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 259,550 to the chairman, EUR 123,250
to the deputy chairman and EUR 80,250 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 21,350
for the committee chairman and EUR 15,150 for the other members. Remuneration is
not paid to members who are employees of the Nordea Group.

The proposed increase in fees is 3 per cent for all board members except the
deputy chairman who gets an increase of 14 per cent. The fees payable for
committee work is increased by 3 per cent. The total proposed increase in fees
is 4 per cent.

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 2015 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

Nordea’s vision is to be a Great European bank, acknowledged for its people,
creating superior value for customers and shareholders. We are making it
possible for our customers to reach their goals by providing a wide range of
products, services and solutions within banking, asset management and insurance.
Nordea has around 11 million customers, approximately 900 branch office
locations and is among the ten largest universal banks in Europe in terms of
total market capitalisation. The Nordea share is listed on the NASDAQ OMX Nordic
Exchange in Stockholm, Helsinki and Copenhagen.