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2014-03-20

Nordea: Decisions by Nordea's AGM 2014

Today's Annual General Meeting (AGM) of Nordea Bank AB (publ) approved
the income statement and balance sheet for 2013 and decided on a
dividend of 0.43 euro per share and that the record date for dividend
would be 25 March 2014. The Board of Directors and the President and
Group CEO were discharged from liability for the year 2013. Robin
Lawther was elected new member 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 and a maximum ratio between the fixed and the variable
component of the total remuneration for certain employees.

Election of board members
Björn Wahlroos, Marie Ehrling, Elisabeth Grieg, Svein Jacobsen, Tom
Knutzen, Lars G Nordström, Sarah Russell and Kari Stadigh were
re-elected board members for the period until the next AGM and Robin
Lawther was elected new board member 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, Toni
H Madsen, Lars Oddestad (deputy) and Hans Christian Riise.

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

Remuneration
The AGM resolved a remuneration to the board members amounting to
259,550 euro for the chairman, 123,250 euro for the deputy chairman
and 80,250 euro for the other members. In addition, remuneration will
be paid for committee work in the three board committees amounting to
21,350 euro for the committee chairmen and 15,150 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
2014.

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 new capital
requirements and the attaching capital instruments.

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 2014 ("GEM EIP 2014") 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 2014
has a one year performance period and the outcome will not exceed the
fixed salary. The outcome from GEM EIP 2014 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 a similar
programme for 2013 (GEM EIP 2013).

Maximum ratio between the fixed and the variable component of the
total remuneration

For the Group CEO and other members of Group Executive Management the
variable salary may not exceed 100 per cent of the fixed salary. For
certain other employees the AGM decided to introduce a maximum ratio
of 200 per cent between the fixed and the variable component of the
total remuneration.

In order for Nordea to maintain its position as a leading European
bank for business areas with employees directly exposed to
international competition, Nordea must have the possibility to apply
a maximum ratio of 200 per cent and, consequently, to offer
remuneration schemes not deviating substantially from international
market standards. The alternative would be to increase the fixed
remuneration, which would reduce Nordea's cost-base flexibility.
Total remuneration aligned with performance and prudent risk-taking
gives appropriate cost-base flexibility and supports Nordea's ability
to strengthen its capital base without limitations due to high fixed
costs.

The maximum ratio between the variable component and the fixed
component of the total remuneration for each individual is 200 per
cent, or such lower maximum percentage as may be set out in the
Swedish rules and regulations implementing Directive 2013/36/EU.

The maximum ratio applies to remuneration awarded to categories of
staff including senior management, risk takers, staff engaged in
control functions and any employee receiving total remuneration that
takes them into the same remuneration bracket as senior management
and risk takers, whose professional activities have a material impact
on the institution's risk profile, and additional categories of staff
as defined in accordance with the relevant Swedish rules and
regulations implementing Directive 2013/36/EU.

The maximum ratio applies to the above categories of staff employed
within the divisions Markets Equities, Markets FICC (Fixed Income,
Currencies and Commodities), Markets Investment Banking and Group
Treasury within Nordea Bank AB (publ).

The maximum ratio applies for services provided or performance during
2014.

The maximum ratio will be applied also in subsidiaries of Nordea Bank
AB (publ) for the above mentioned categories of staff employed within
the divisions Markets Equities, Markets FICC, Markets Investment
Banking, Asset Management, International Private Banking and Group
Treasury, unless prevented by binding local rules and regulations.

For further information:
Claus Christensen, Head of Group Identity & Communications (acting),
+45 33 33 12 79

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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http://feed.ne.cision.com/client/waymaker1/WOLReleaseFile.aspx?id=274825...
http://mb.cision.com/Main/434/9555229/223020.pdf

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