Nomination Committee’s proposals to Nordea’s Annual General Meeting 2015

The Nomination Committee of Nordea Bank AB (publ) was established by decision of
the annual general meeting 2014 and comprises Torbjörn Magnusson, chairman of
the Nomination Committee, appointed by Sampo plc, Mogens Hugo, appointed by
Nordea-fonden, Per Frennberg, appointed by Alecta, 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 19 March 2015. 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
Elisabeth Grieg who has declined re-election, and election of Silvija Seres and
Birger Steen as new members. The Nomination Committee proposes re-election of
Björn Wahlroos as chairman of the board.

Thus, the proposal is for Björn Wahlroos, Marie Ehrling, Tom Knutzen, Robin
Lawther, 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 Silvija
Seres and Birger Steen to be elected as new members 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.

Silvija Seres and Birger Steen proposed as new members of the board
Silvija Seres was born in 1970. She has an MBA from INSEAD, a PhD in
Mathematical Science from Oxford University and an MSc in Computer Science from
the University of Oslo. Silvija Seres is an associate partner with TechnoRocks
AS and works as an investor, adviser and board member in companies within the
IT, telecoms, media and energy sectors. She was the managing director of
TechnoRocks AS from 2011 to 2015. During the period 2008-2011 she worked as
Director of Business Management at Microsoft Norge and during the period 2004
-2008 as Vice President for Services Strategic Development, Product Marketing
and Strategic Development at Fast Search & Transfer ASA in Boston, USA and Oslo.
Prior to that, she worked at various universities and research institutes. She
was a Prize Fellow, Tutor and Lecturer at Oxford University during the period
1997-2003, Visiting Researcher at the Chinese Academy of Sciences in Beijing,
China in 2003, Assistant Professor and Programme Manager at Dar Al Hekma
University in Jeddah, Saudi Arabia in 2002, Visiting Researcher at DEC/Compaq
Systems Research Center in Palo Alto, USA in 1999 and Scientific Researcher at
Norwegian Computing Centre, Oslo during 1996-1997. During the period 1994-1996
she worked as an IT Consultant at Skrivervik Data in Oslo.

Silvija Seres is vice chairman of Norsk Tipping AS and a board member of Enoro
AS, The North Alliance AS, Academedia AB, Syncron AB, Kezzler AS, Camo AS,
Buypass AS, Electronic Chart Centre AS, Eidsiva Vekst AS, Simula Research
Laboratory AS and Transparency International Norge. She is also a council member
of the Norwegian Board of Technology, an expert evaluator at The Research
Council of Norway, a member of the Advisory Council of Sintef ICT and a member
of the Corporate Assembly and Nomination Committee of Telenor ASA. Silvija Seres
is currently reviewing her assignments in order to comply with the regulation on
the maximum number of board assignments at the annual general meeting and will
take the necessary measures.

Silvija Seres holds no shares in Nordea.

Birger Steen was born in 1966. He holds an MSc in Computer Science from
Norwegian University of Science and Technology and an MBA from INSEAD. Birger
Steen is the CEO of Parallels Holdings Ltd., a global software company based in
Seattle, USA. During the period 2002-2010 he worked at Microsoft: in 2009-2010
as Vice President of Worldwide SMB & Distribution at Microsoft Corporation, in
2004-2009 as General Manager at Microsoft Russia and in 2002-2004 as General
Manager at Microsoft Norge. During the period 2000-2002 he was the CEO of
Scandinavia Online AS, in 1996-1999 he was Vice President of Business
Development at Schibsted ASA, in 1993-1996 he worked as a Consultant at McKinsey
& Company and in 1992-1993 he was an Oil Trader and Managing Director of
Norwegian Oil Trading AS.

Birger Steen is a board member of Schibsted ASA and a member of the Board of
Trustees of the Nordic Heritage Museum in Seattle.

Birger Steen 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 election of Öhrlings PricewaterhouseCoopers AB
as new auditors until the end of the next annual 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 279,000 to the chairman, EUR 132,500
to the deputy chairman and EUR 86,250 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 35,000
for the committee chairman and EUR 25,000 for the other members. Remuneration is
not paid to members who are employees of the Nordea Group.

The proposed increase in fees is 7.5 per cent for all board members and the fees
payable for committee work are increased by 64 per cent for the committee
chairmen and 65 per cent for the other members. The total proposed increase in
fees is 15.5 per cent. The Nomination Committee notes that the board work in
Nordea has become more complex, takes more time and requires more comprehensive
preparatory work by the committees. Furthermore, the Nomination Committee has
made a comparison with other Nordic banks. The new regulation on the maximum
number of board assignments has led to several of the board members resigning
from other board assignments. Taken together, this justifies the increase of
15.5 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 2016 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