Decisions by Nordea’s AGM 2012

Decisions by Nordea’s AGM 2012

Today’s Annual General Meeting (AGM) of Nordea Bank AB (publ) approved the
income statement and balance sheet for 2011 and decided on a dividend of 0.26
euro per share and that the record date for dividend would be 27 March 2012. The
Board of Directors and the President and Group CEO were discharged from
liability for the year 2011. Peter F Braunwalder was elected new member of the
Board of Directors. The AGM approved the Board of Directors’ proposals for
guidelines for remuneration to executive officers and long-term incentive
programme.

Election of board members
Björn Wahlroos, Stine Bosse, Marie Ehrling, Svein Jacobsen, Tom Knutzen, Lars G
Nordström, Sarah Russell and Kari Stadigh were re-elected as board members for
the period until the end of the next AGM and Peter F Braunwalder was elected as
new board member for the same period. Björn Wahlroos was re-elected as chairman
of the Board of Directors.

At the subsequent constituent board meeting Marie Ehrling was elected as deputy
chairman of the Board of Directors, and it was announced that the following
persons are employee representatives: Kari Ahola, Ole Lund Jensen, Steinar
Nickelsen and Lars Oddestad (deputy).

Election of auditors
KPMG AB was re-elected auditors for the period until the end of the next AGM.

Remuneration
The AGM resolved an unchanged remuneration to the board members amounting to
252,000 euro for the chairman, 97,650 euro for the deputy chairman and 75,600
euro for the other members. In addition, remuneration will be paid for committee
work in the three board committees amounting to 16,600 euro for the committee
chairmen and 12,900 euro for the other members. Remuneration is not paid to
members who are employees of the Nordea Group.

Fees to the auditors 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 that are
appointed by the four largest shareholders in Nordea in terms of voting rights
at 31 August 2012.
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 may not at any time exceed one
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
shall maintain remuneration levels and other employment conditions needed to
recruit and retain executive officers with competence and capacity to deliver
according to Nordea’s short- and long-term targets. Annual remuneration consists
of a fixed salary part and a variable salary part. The fixed salary is paid for
satisfactory performance. The variable salary part is offered to reward
performance meeting agreed predetermined targets on group, business unit and
individual level. The effect on long-term results is to be considered when
determining the targets. The variable salary part shall as a general rule not
exceed 35 per cent of the fixed salary. The variable salary part shall be paid
in the form of cash and shares/share price-related payment and be subject to
retention, deferral and forfeiture clauses.

Remuneration of executive officers will be decided by the Board of Directors in
accordance with Nordea’s internal policies and procedures, which are based on
the Swedish Financial Supervisory Authority’s regulations on remuneration
systems, EU’s directive on capital requirements for banks as well as
international sound compensation practices.

Long Term Incentive Programme
The AGM resolved on a Long Term Incentive Programme 2012 ("LTIP 2012")
comprising up to 400 managers and other key employees in the Nordea Group.

The programme, which is share- and performance-based, requires an initial
investment by the participants, has performance measurement over three years and
a cap. According to the programme the remuneration is given in the form of
matching and performance shares free of charge.

In order to implement the Long Term Incentive Programme in a cost-efficient and
flexible manner, the AGM decided to hedge the financial exposure by way of a
combination of reallocation of 6,680,832 shares from the hedge of LTIP 2007-LTIP
2009 to LTIP 2012 and a directed cash issue of 2,679,168 convertible C shares,
to authorise the Board of Directors to repurchase the C shares and, after
conversion to ordinary shares, to convey the ordinary shares to the participants
in LTIP 2012. In order to cover certain costs, mainly social security costs, a
maximum of 1,560,000 of the C shares reallocated and repurchased, and converted
to ordinary shares for LTIP 2012, respectively, may also be conveyed on a
regulated market, as has been the case for previous programmes.

 
For further information:
Jan Larsson, Head of Group Identity & Communications, +46 8 614 79 16
Rodney Alfvén, Head of Investor Relations, +46 8 614 78 52

 
The information in this press release is such that Nordea shall announce
publicly according to Act (1991:980) regarding trading with financial
instruments and/or Act (2007:528) regarding the securities market.