Decisions by Nordea's AGM 2011

Today's Annual General Meeting (AGM) of Nordea Bank AB (publ) elected Björn
Wahlroos as new chairman of the Board of Directors. The board elected Marie
Ehrling as new deputy chairman and appointed Hans Dalborg as honorary chairman.
The AGM decided on dividend payment, authorisation on acquisition and conveyance
of own shares and guidelines for remuneration to executive officers.

The AGM approved the income statement and balance sheet for 2010. The general
meeting decided on a dividend payment of 0.29 euro per share and that the record
date would be 29 March 2011. Payment is expected to take place on 5 April 2011.
The Board of Directors and the President and Group CEO were discharged from
liability for the year 2010.

Election of board members
Björn Wahlroos, Stine Bosse, Marie Ehrling, Svein Jacobsen, Tom Knutzen, Lars G
Nordström, Sarah Russell, Björn Savén and Kari Stadigh were re-elected as board
members for the period up to the next AGM. Björn Wahlroos was elected as
chairman of the Board of Directors. Hans Dalborg had declined re-election, and
the Board of Directors was thus reduced to nine members elected by the general
meeting.

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 (deputy), Ole Lund Jensen,
Steinar Nickelsen and Lars Oddestad. The Board of Directors appointed Hans
Dalborg as honorary chairman.

Election of auditors
KPMG ABwas re-elected auditors until the end of the next AGM.

Remuneration
The AGM resolved an unchanged remuneration to the board members at 252,000 euro
for the chairman, 97,650 euro for the deputy chairman and 75,600 euro per member
to other members. In addition, remuneration will be paid for committee work in
the amount of 16,600 euro to the committee chairman and 12,900 euro per member
to the other committee 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 AGM concerning the election of 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. The four largest shareholders in Nordea in terms of voting rights are
entitled to appoint one member each. The composition of the nomination committee
is determined on the basis of shareholdings at 31 August 2011.

Amendment to the articles of association
The AGM resolved to amend articles 8, 10, 11 and 13 of the articles of
association. This implies, among other things, that the mandate period for
auditors is changed from four years to one year and that the board may decide
before a general meeting that the shareholders can exercise their voting right
by mail.

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 may not at any time exceed ten
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
business activities.

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
business activities. 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 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 a Long Term Incentive Programme 2011 ("LTIP 2011") 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 programme in a cost-efficient and flexible manner, the
AGM decided to hedge the programme by way of a combination of reallocation of
520,000 shares from the hedge of LTIP 2007 to LTIP 2011 and a directed cash
issue of 4,730,000 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 2011. In order to cover certain
costs, mainly social security costs, a maximum of 1,050,000 of the C shares
reallocated and repurchased, respectively, and converted to ordinary shares for
LTIP 2011 may, as has been the case for previous programmes, be transferred on a
regulated market.



For further information:
Jan Larsson, Head of Group Identity and 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.


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