Nordea's Annual General Meeting to be held 3 April 2008

The Annual General Meeting of Nordea Bank AB (publ) (Nordea) will be
held on Thursday 3 April 2008 at 13.00 in Aula Magna, Stockholm
University.

Proposals to the Annual General Meeting

Acquisition and conveyance of own shares
In order to facilitate an adjustment of the company'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 proposes a renewal of
the authorisation for the board to repurchase own ordinary shares on
a regulated market where the company's ordinary shares are quoted, or
according to an acquisition offer to all of the company's owners of
ordinary shares, in an amount that corresponds to a maximum of ten
per cent of the total number of shares in the company. Acquisition of
shares on a regulated market may only take place within the
registered price interval at any time, meaning the interval between
the highest buying price and the lowest selling price. Acquisition of
ordinary shares according to an acquisition offer to all shareholders
may take place at a premium of up to 30 per cent.

The board of directors proposes that the Meeting authorises the board
of directors to convey own ordinary shares to be used as payment for
or financing of acquisitions of companies or businesses. Conveyance
under the proposal is to be carried out by other means than via a
regulated market. Conveyance shall take place at an assessed market
value and may take place with deviations from the shareholders'
preferential right. It is proposed that compensation for conveyed
ordinary shares be paid in cash, by way of issue in kind or through
setting off claims against the company.

Acquisition of own shares within securities operations
The board of directors proposes that Nordea may continuously acquire
own ordinary shares in order to facilitate its securities operations.
Ownership of such shares may not exceed one per cent of all shares in
the company.

Amendment of the articles of association
In section 3 paragraph 2 item 13 of the articles of association it is
proposed that the mentioned Act be changed to the Swedish Securities
Market Act (2007:528), since the Swedish Securities Operations Act
(1991:981) is no longer in effect.

Guidelines for remuneration to the executive officers
A proposal in respect of guidelines for remuneration to executive
officers is to be presented to the Annual General Meeting. The main
proposal will be presented in the notice to attend the Meeting.

Long Term Incentive Programme to retain and recruit the best talent
The Annual General Meeting 2007 decided to introduce a Long Term
Incentive Programme 2007 ("LTIP 2007") comprising up to 400 managers
and other key employees in the Nordea Group. The programme was
intended to be accompanied by similar long-term incentive programmes
in the coming years.

The Board considers that the implementation of the programme has
contributed to align the organisation to Nordea's financial targets
and has increased the retention of managers and other key employees
as well as the ability to attract talents to Nordea. The board of
directors accordingly proposes that the present programme be followed
by a long-term incentive programme 2008 ("LTIP 2008"), based on the
same principles as LTIP 2007 and also comprising up to 400 managers
and other key employees in the Nordea Group, who are deemed to be of
considerable significance for the group's future development. The
programme is a combined matching and performance share programme.
Remuneration, with a capped maximum gain, depends on the achievement
of Nordea's financial goals.

LTIP 2008 runs as LTIP 2007 for four years and comprises a two-year
vesting period and a two-year exercise period. The participants are
to invest up to 10 per cent of their base salary before tax in Nordea
shares. The shares are locked during the vesting period.
For each Nordea share the participant locks in, he/she will have the
possibility to buy:


  * one ordinary Nordea share at a price of 3 euro. This share is a
    Matching Share, which can be bought if the participant remains
    employed by Nordea during the initial two-year vesting period.



  * three ordinary shares at a price of 2 euro per share. These
    shares are Performance Shares, which means that in addition to
    the two-year employment criterion, the possibility to buy them
    depends on Nordea fulfilling certain financial targets.


In order to treat the participants in a similar way as shareholders,
it is proposed that the exercise price be adjusted for dividends
during the exercise period, however never adjusted below 0.10 euro.
The gain per right to Matching and Performance Share is capped to a
maximum of 28.50 euro.

The programme is estimated to give the participants an incentive
compensation of about 25 per cent of their base salary if the group
produces a strong result, and about 40 per cent of base salary if the
group produces an outstanding result. If earnings per share during
the earning period are lower than 0.80 euro B performance shares and
C performance shares will lapse during the relevant period.

In order to implement LTIP 2007 in a cost-effective and flexible way
the Annual General Meeting 2007 decided to hedge the programme
through an issue of redeemable and convertible C shares. The board
considers that the applied alternative for LTIP 2007 is the most
cost-effective and flexible method of delivery of shares and for
covering certain costs, principally social security costs, for which
reason the board proposes to the Annual General Meeting that the
financial risk for LTIP 2008 will also be hedged by way of a directed
cash issue of 2,880,000 redeemable and convertible C shares. This
form of hedge is seen as preferable to an equity swap. The new shares
shall - with deviation from the shareholders' preferential right - be
subscribed for by Alecta. The subscription price shall correspond to
the share's quota value of 1 euro. The share capital will after the
new issue of shares amount to 2,600,108,227 euro. The new C shares do
not entitle to any dividend.

Moreover, it is proposed that the board of directors shall be
authorised to repurchase the issued C shares through a directed
acquisition offer in respect of all C shares at a minimum price of 1
euro and a highest price of 1.05 euro. C shares shall, after
conversion to ordinary shares, be transferred to participants in LTIP
2008. It shall also be possible to convey a portion of the shares on
a regulated market in order to cover certain costs, mainly social
security costs. Moreover, it is proposed that Nordea is entitled,
before the Annual General Meeting 2009, to transfer a maximum of
520,000 ordinary shares of the total holding of 3,120,000 ordinary
shares, to cover certain costs, mainly social security costs for LTIP
2007.

The dilution from this programme is estimated at 0.04 per cent in
terms of IFRS value/market cap. The costs are expected to have a
marginal effect on Nordea's key ratios. The programme is estimated to
cost about 15 million euro during the two-year vesting period, which
corresponds to about 0.6 per cent of Nordea's staff costs.

The proposed incentive programme has been developed in close
consultation with major shareholders. Nordea's board of directors
intends to renew the long-term incentive programme annually.

Notice to attend the Annual General Meeting

The notice will be published around 28 February. The notice contains
instructions as to how registration is to be made, proposals for the
agenda of the Meeting and the main content in the proposals to the
Annual General Meeting.  Notice to attend the Meeting will be
available on the company's home page www.nordea.com


For further information:
Hans Dalborg, Chairman of the board of directors, +46 8 614 78 01
Torben Laustsen, Head of Group Identity & Communications, +46 8 614
79 16
Johan Ekwall, Head of Investor Relations, +46 8 614 78 52

The information 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 Market Act (2007:528). The
information was submitted for publication on 13 February 2008 at
08.15 (CET).


Appendix:
Conditions for performance shares
In addition to the two-year employment criterion, the possibility to
buy performance shares depends on certain financial performance
conditions:


  * Rights to B performance shares: If Nordea's Risk Adjusted Profit
    Per Share (RAPPS) 2008 exceeds RAPPS for 2007 by 4 per cent, 10
    per cent of B performance shares may be purchased. All B
    performance shares may be purchased if RAPPS 2008 exceeds RAPPS
    2007 by 12 per cent or more. Linear interpolation will be used
    between the two hurdles.



  * Rights to C performance shares: The corresponding calculation
    that applies to B performance shares shall be applied in
    reference to C performance shares, however based on the
    difference in RAPPS for the financial year 2009 compared with the
    financial year 2008.



  * Rights to D performance shares: Nordea's Total Shareholder Return
    (TSR) 2008-2009 is put in relation to peers' TSR. All D
    performance shares may be purchased if Nordea's TSR 2008-2009
    puts Nordea in first place compared with the other banks. If
    Nordea's TSR 2008-2009 puts Nordea in second to tenth place, a
    proportionate reduction shall be made. At the minimum level, ie
    Nordea is placed tenth, the participant is entitled to purchase
    10 per cent of the D performance shares.