Decisions by Nordea’s AGM 2015

Today’s Annual General Meeting (AGM) of Nordea Bank AB (publ) approved the
income statement and balance sheet for 2014 and decided on a dividend of 0.62
euro per share and that the record date for dividend would be 23 March 2015. The
Board of Directors and the President and Group CEO were discharged from
liability for the year 2014. Silvija Seres and Birger Steen were elected new
members of the Board of Directors. The AGM decided to authorise the Board of
Directors to decide on issue of convertible instruments as well as acquisition
and conveyance of own shares, and to approve guidelines for remuneration to
executive officers.
Election of board members
Björn Wahlroos, Marie Ehrling, Tom Knutzen, Robin Lawther, Lars G Nordström,
Sarah Russell and Kari Stadigh were re-elected board members for the period
until the next AGM and Silvija Seres and Birger Steen were elected new board
members for the same period. Björn Wahlroos was re-elected chairman of the Board
of Directors.

At the subsequent constituent board meeting Marie Ehrling was elected deputy
chairman of the Board of Directors, and it was announced that the following
persons are employee representatives: Kari Ahola (deputy), Toni H. Madsen, Lars
Oddestad and Hans Christian Riise.

Election of auditor
Öhrlings PricewaterhouseCoopers AB was elected auditor for the period until the
next AGM.

Remuneration
The AGM resolved a remuneration to the board members amounting to 279,000 euro
for the chairman, 132,500 euro for the deputy chairman and 86,250 euro for the
other members. In addition, remuneration will be paid for committee work in the
three board committees amounting to 35,000 euro for the committee chairmen and
25,000 euro for the other members. Remuneration is not paid to members who are
employees of the Nordea Group.

Fees to the auditor will be payable according to approved invoice.

Establishment of nomination committee
The AGM decided to establish a nomination committee that will present proposals
to the next AGM concerning board members, chairman of the Board of Directors and
auditor, as well as remuneration to these. The nomination committee will consist
of the chairman of the Board of Directors and four other members who are
appointed by the four largest shareholders in Nordea in terms of voting rights
at 31 August 2015.

Issue of convertible instruments
The Board of Directors was authorised, for the period until the next AGM, to
decide on issue of convertible instruments in Nordea. The authorisation means
that the share capital may be increased by a maximum of 10 per cent of the share
capital. The issue of convertible instruments by virtue of the authorisation may
take place with or without preferential rights for existing shareholders and
will be done on market conditions.

The purpose of the authorisation is to facilitate a flexible and efficient
adjustment of Nordea’s capital structure to the capital requirements.

Acquisition and conveyance of own shares
The Board of Directors was authorised to decide on acquisition of shares in
Nordea through a stock exchange or by means of an acquisition offer directed to
all shareholders. Nordea’s holding of own shares must not at any time exceed 10
per cent of the total number of shares in Nordea.

The purpose of acquisition of own shares is to facilitate an adjustment of
Nordea’s capital structure to prevailing capital requirements and to facilitate
the use of own shares as payment for or financing of acquisition of companies or
businesses.

The Board of Directors was also authorised to decide on conveyance of shares in
Nordea to be used as payment for or financing of acquisition of companies or
businesses. Conveyance may be made in another way than through a stock exchange.

Acquisition of own shares in securities operations
The AGM decided that Nordea may purchase own shares in order to facilitate its
securities operations. The holding of such shares must not at any time exceed 1
per cent of the total number of shares in Nordea.

Guidelines for remuneration to executive officers
The AGM decided on guidelines for remuneration to executive officers (the
President and Group CEO and other members of Group Executive Management). Nordea
will maintain remuneration levels and other employment conditions needed to
recruit and retain executive officers with competence and capacity to carry out
the strategy and reach the targets set so that Nordea can become a great
European bank.

Annual remuneration consists of fixed salary and variable salary. Variable
salary to the executive officers will be offered as an Executive Incentive
Programme 2015 (GEM EIP 2015) to reward performance meeting predetermined
targets on group, business area/group function and individual level. The effect
on the long-term result is to be considered when determining the targets. GEM
EIP 2015 has a one-year performance period and the outcome will not exceed the
fixed salary. The outcome from GEM EIP 2015 will be paid over a five-year period
in cash and be subject to forfeiture clauses, Total Shareholder Return (TSR)
indexation and retention in compliance with the Swedish Financial Supervisory
Authority’s regulations on remuneration systems, taking account of domestic
rules and practices where relevant. The executive officers were offered similar
programmes for 2013 and 2014 (GEM EIP 2013 and GEM EIP 2014).

For further information:
Claus Christensen, Head of Group Communications, +45 55 47 12 37
Rodney Alfvén, Head of Investor Relations, +46 101 562 960

The information provided in this press release is such that Nordea is required
to disclose pursuant to the Swedish Financial Instruments Trading Act (1991:980)
and/or the Swedish Securities Markets Act (2007:528).