Nordea launches Long Term Incentive Plan for 2023-2025

01 Feb 2023 18:00 CET

Nordea Bank Abp
Stock exchange release - Other information disclosed according to the rules of
the Exchange
1 February 2023 at 19.00 EET

Nordea Bank Abp's (Nordea) Board of Directors has today decided to continue the
share-based Long Term Incentive Plan (LTIP) launched in 2020, 2021 and 2022 for
a new performance period covering the financial years 2023-2025. It includes the
CEO and nine other members of the Group Leadership Team (GLT) and approximately
50 senior leaders.

Nordea wants to ensure that management incentives are aligned with the
shareholders' interests. In support of this, the Board has decided to continue
the share-based LTIP that was approved and implemented in 2020, 2021 and 2022.
The LTIP for 2023-2025 continues to cover members of the GLT and approximately
50 senior leaders and key employees whose efforts have a direct impact on
Nordea's results, profitability, customer vision and long-term growth.

As part of the LTIP, the members of the GLT and senior leaders will be allocated
conditional shares in 2023. These conditional shares have a three-year
performance period covering the financial years 2023-2025, with subsequent
deferral and retention periods according to applicable regulations.

The total maximum number of shares that can be granted to participants as part
of the LTIP 2023-2025 is 769,622 Nordea shares for the CEO and members of the
GLT, and a maximum of 1,000,000 Nordea shares for selected senior leaders
(approximately 50 participants). In 2026, based on Nordea's performance, the
maximum number of shares or a proportion of the shares will be granted to the
participants. Once shares are granted, if any, the first portion of the shares
is delivered in 2026, and the rest of the shares are deferred and delivered
annually in five equal portions during 2027-2031. Each share delivery is subject
to a 12-month retention period, during which the delivered shares cannot be sold
or otherwise disposed of.

The conditional allotment of shares for GLT members in 2023 will remain broadly
at the same allocation levels as in 2022.

The estimated aggregate gross value of the LTIP 2023-2025 for the GLT and for
senior leaders, calculated on the basis of the average share price on the Nasdaq
Helsinki exchange yesterday, is approximately EUR 8.3 million.

The LTIP performance requirements have been set so that the maximum outcome will
require achieving exceptional financial and sustainability performance. The
assessment of performance during the LTIP performance period will be based on
the following performance criteria with the introduction of ESG targets for 2023
-2025:

· Total shareholder return
· Cumulative adjusted earnings per share (aEPS)
· ESG scorecard e.g. on sustainable financing, net-zero committed assets under
management, gender balance and credit profile

No shares will be granted if the participant's employment terminates before
confirmation of the award by the Board of Directors after the end of the
performance period. Share grants may be reduced in part or in full subject to
risk and compliance adjustments.

The LTIP shares will be delivered to the participants either through transfer of
own shares held by Nordea or by issuing new shares. Thus, the share delivery may
have a marginal dilutive effect on the Nordea share.

For further information:

Matti Ahokas, Head of Investor Relations, +358 40 575 9178
Media inquiries, +358 10 416 8023 or press@nordea.com

The information provided in this stock exchange release was submitted for
publication, through the agency of the contacts set out above, at 19.00 EET on 1
February 2023.

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