Nomination Board's proposals to Nordea's Annual General Meeting 2023 include two new Board members

08 Feb 2023 08:30 CET

Nordea Bank Abp
Stock exchange release - Other information disclosed according to the rules of
the Exchange
8 February 2023 at 9.30 EET

The Shareholders' Nomination Board of Nordea Bank Abp announces today its
proposals to Nordea's Annual General Meeting (AGM) to be held on 23 March 2023.
Risto Murto and Per Strömberg are proposed as new members of the Board of
Directors.

The proposal of the Shareholders' Nomination Board for the Board of Directors to
be elected by the 2023 AGM comprises ten members. The proposal includes the re
-election of Stephen Hester, Petra van Hoeken, John Maltby, Lene Skole, Birger
Steen, Jonas Synnergren, Arja Talma and Kjersti Wiklund as members of the Board
of Directors and the election of Risto Murto and Per Strömberg as new members of
the Board of Directors. The Nomination Board proposes that Stephen Hester
continues as the Chair of the Board. Torbjörn Magnusson and Robin Lawther are
not available for re-election.

Risto Murto (59), Finnish citizen, has extensive experience within pensions,
insurance, investments and financial markets, both as a Board member and a
member of the executive management. Risto Murto is since 2014 the President and
Chief Executive Officer of Varma Mutual Pension Insurance Company, Finland's
largest earnings-related pension insurance company. Prior to this, Risto Murto
was the Executive Vice President, Investments, and Chief Investment Officer of
Varma. He is currently also a Board member of Sampo plc as well as the Vice
Chair of the Board of Wärtsilä Corporation until its next Annual General
Meeting.

Per Strömberg (59), Swedish citizen, has served as the Chief Executive Officer
of several companies over the past 16 years and has a wide range of experience
within retail, consumer goods, brand and digitalisation. For the past 10 years
he held the position of President and Chief Executive Officer at ICA Gruppen, a
leading Swedish retail company. Prior to that he was the President and Chief
Executive Officer of Lantmännen and held several leading positions at Kraft
Foods. As of 31 December 2022, Per Strömberg stepped down from the role as
President and Chief Executive Officer to continue as a Board member at ICA
Gruppen.

Chair of the Shareholders' Nomination Board, Niko Pakalén, says: "I'm happy to
present the Nomination Board's proposals to the shareholders. The two new
proposed Board members, Risto Murto and Per Strömberg will bring valuable
experience of the Nordic markets and strengthen the Board's already extensive
competencies in the financial markets and digitalisation. The Nomination Board
is also content that the handover of the Board Chair duties from Torbjörn
Magnusson to Stephen Hester during the year has been successful. I wish to
extend our warmest gratitude to both Torbjörn Magnusson and Robin Lawther for
their dedicated and valuable work during their tenures on the Nordea Board."

The Nomination Board has sought to ensure that the proposed Board of Directors
as a whole has the best possible competencies, expertise and experience for
Nordea. Further, the Nomination Board has taken into account the regulatory
requirements and recommendations applicable to credit institutions and as set
out in the Finnish Corporate Governance Code for listed companies. Taking into
account the high demands placed on the collective experience and competence of
the Board of Directors by the nature, scale and complexity of Nordea's business,
it is the collective opinion of the Nomination Board and Nordea Bank Abp that
the proposed Board of Directors and its members are suitable for the assignment
both collectively and individually and that Stephen Hester is suitable for the
position as Chair of the Board of Directors. In order to further enhance the
exercise of shareholders' rights and in line with international market practice,
the Board of Directors is proposed for individual election.

After a thorough assessment, the Nomination Board proposes that the remuneration
for the various Board member roles is increased by 3.1% - 3.6%. The Nomination
Board considers that the proposal is balanced and in line with Nordic and
European market practice. The Nomination Board emphasises the importance of
Nordea remaining an attractive option for highly competent Board members that
fulfil the regulatory requirements.

Risto Murto and Per Strömberg proposed as new members of the Board of Directors

The Shareholders' Nomination Board proposes for a period until the end of the
next AGM:

-          that the number of members of the Board of Directors to be elected by
the AGM is set at ten (10);

-          the re-election of Stephen Hester, Petra van Hoeken, John Maltby,
Lene Skole, Birger Steen, Jonas Synnergren, Arja Talma and Kjersti Wiklund as
members of the Board of Directors, and

-          the election of Risto Murto and Per Strömberg as new members of the
Board of Directors,

so that each proposed member of the Board of Directors is considered separately
in an election; and

-          the re-election of Stephen Hester as Chair of the Board of Directors.

All proposed Board members have given their consent to being elected as members
of the Board of Directors and Stephen Hester has given his consent to being
elected as Chair of the Board of Directors.

Relevant authority approvals for the proposed new Board members are pending.

In addition to the above proposed Board members, the Board of Directors has
three ordinary members and one deputy member appointed by the employees of the
Nordea Group.

It is the collective opinion of the Shareholders' Nomination Board and Nordea
Bank Abp that the proposed Board of Directors and its members are suitable for
the assignment both collectively and individually and that Stephen Hester is
suitable for the position as Chair of the Board of Directors.

The biographical details of the current Board members are available at
www.nordea.com/en/about-us/corporate-governance/board-of-directors.

The CVs of the proposed new members of the Board of Directors will be made
available today at www.nordea.com/agm.

All proposed Board members are, in accordance with the Finnish Corporate
Governance Code, independent of Nordea's significant shareholders and, excluding
Board members appointed by the employees, also considered independent of the
company. The ordinary members and the deputy member of the Board of Directors
appointed by the employees are employed by the Nordea Group and, therefore, they
are not independent of the company.

Remuneration to the members of the Board of Directors

The Shareholders' Nomination Board proposes to the AGM that the following annual
remuneration is paid to the members of the Board of Directors elected by the
AGM:

+----------------+---------------------+----------+------------+
| Role |2023 - proposed (EUR)|2022 (EUR)|Increase (%)|
+----------------+---------------------+----------+------------+
|Chair |352,000 |340,000 |3.5% |
+----------------+---------------------+----------+------------+
|Vice Chair |165,500 |160,000 |3.4% |
+----------------+---------------------+----------+------------+
|Other members of|105,500 |102,000 |3.4% |
|the Board of | | | |
|Directors | | | |
+----------------+---------------------+----------+------------+

The Shareholders' Nomination Board also proposes the following additional annual
remuneration for committee chairs and committee members:

+----------------------+---------------------+----------+------------+
| Role |2023 - proposed (EUR)|2022 (EUR)|Increase (%)|
+----------------------+---------------------+----------+------------+
|Board Remuneration and|49,500 |48,000 |3.1% |
|People Committee Chair| | | |
+----------------------+---------------------+----------+------------+
|Board Remuneration and|29,000 |28,000 |3.6% |
|People Committee | | | |
|members | | | |
+----------------------+---------------------+----------+------------+
|All other committee |67,000 |65,000 |3.1% |
|chairs | | | |
+----------------------+---------------------+----------+------------+
|All other committee |33,500 |32,500 |3.1% |
|members | | | |
+----------------------+---------------------+----------+------------+

No remuneration is paid to members of the Board of Directors employed by the
Nordea Group.

In addition, Nordea covers or reimburses the members of the Board of Directors
all costs and expenses related to or arising from the Board membership,
including travel, logistics and accommodation as well as consultative, legal and
administrative costs. The legal costs can e.g. include required costs of legal
defence and claims made (during and after their period of office) against Board
members in cases where Board members are not found liable or guilty of any
intentional wrongdoing or grossly negligent behaviour.

Composition of the Shareholders' Nomination Board

The members of the Nomination Board constituted in 2022 are Niko Pakalén,
Partner, Cevian Capital, Lars Ingemann Nielsen, Executive Vice President and
CFO, Nordea-fonden, Ann Grevelius, Non-Executive Director, Alecta, Ossian
Ekdahl, Chief Active Ownership Officer, Första AP-fonden (AP1), and Stephen
Hester, Chair of the Board of Directors of Nordea Bank Abp. The Shareholders'
Nomination Board is constituted yearly on the basis of the shareholdings on 31
August of the year preceding the AGM. The mandate is valid until a new
Nomination Board has been constituted.

The proposals of the Shareholders' Nomination Board to the AGM will be included
in the notice to the AGM to be published later in February 2023.

Shareholders' Nomination Board contact:

Chair Niko Pakalén, +46 8 545 675 50

For any other information relating to Nordea:

Media inquiries, +358 10 416 8023 orpress@nordea.com

The information provided in this stock exchange release was submitted for
publication, through the agency of the contacts set out above, at 9.30 EET on 8
February 2023.
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Stockholm exchanges. Read more about us at nordea.com.

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