Invitation to Nordea’s Annual General Meeting with proposal for simplification of legal structure


The Board of Directors of Nordea Bank AB (publ) invites shareholders to the
Annual General Meeting (AGM) on Thursday 17 March 2016 at 13.00 at City
Conference Centre, Folkets Hus, Barnhusgatan 12-14, Stockholm according to the
attached notice.

Proposal for simplification of legal structure
As communicated in the Q2 2015 report, Nordea is working on simplifying its
legal structure. Today 4 February the Boards of Directors of each of Nordea Bank
(NBAB), Nordea Bank Danmark (NBD), Nordea Bank Finland (NBF) and Nordea Bank
Norge (NBN) signed cross-border merger plans with the purpose to change the
subsidiary banks of NBAB to branches of NBAB and to present the cross-border
merger plans to the AGM for approval. The mergers are planned to take place by
early 2017.

The proposed changes in the legal structure depend on AGM approval, approvals
and a satisfactory outcome of the discussions with regulators and authorities in
each country and that the mergers are not impeded, wholly or in part, by
applicable laws or any other reason deemed significant by the Board of Directors
of NBAB. The key risks to completion of the mergers are the many external
dependencies, including dependencies on FSAs and tax authorities.

- A branch structure will make it possible for us to truly operate as One
Nordea. It will strengthen governance and is part of the simplification of our
processes. It leaves the bank with a more efficient and straightforward
structure and decreases administrative complexity. The branchification will
contribute to making us more competitive to the benefit of our customers, says
CEO Casper von Koskull.

The branchification will only have minor effects on capitalisation levels. There
will be no effect on the consolidation of own funds or the level of capital
requirements. We do not expect the change to significantly affect the amount of
corporate tax paid by the Nordea Group, and Nordea will continue to pay tax in
the countries in which it operates. However, the overall financial effects of
completing the mergers could entail additional net costs that are not
insignificant depending on the final outcome of regulations, mainly the proposed
build-up of the Swedish Resolution Fund over the next 4-5 years.

- It is our firm belief that the long-term benefits of branchification will
outweigh the costs, and we will going forward have a special focus on ensuring a
level playing field in the Nordics, says Casper von Koskull.

The notice of the Annual General Meeting is published today at www.nordea.com
and on 11 February 2016 in the Swedish official gazette.

An announcement that notice has been given will be published in Dagens Nyheter
and Svenska Dagbladet on 11 February 2016.

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).

For further information:
Claus Christensen, Head of Group Communications, +45 25 24 89 93
Rodney Alfvén, Head of Investor Relations, +46 8 614 78 80

Attachments

02048110.pdf PR LSP_puk_template_final_uk.pdf