Notice to the Annual General Meeting of Nordea Bank Abp

23 Feb 2023 08:00 CET

Nordea Bank Abp
Stock exchange release - Notice to general meeting
23 February 2023 at 09.00 EET

Nordea Bank Abp's shareholders are hereby summoned to the Annual General Meeting
to be held on Thursday 23 March 2023 at 14.00 EET at Messukeskus, Helsinki Expo
and Convention Centre.

Nordea Bank Abp's ("Nordea" or the "Company") Annual General Meeting will be
held on Thursday 23 March 2023 at 14.00 EET at Messukeskus, Helsinki Expo and
Convention Centre, Messuaukio 1, 00520 Helsinki, Finland. The reception of
persons who have registered for the meeting will commence at 12.30 EET. To
ensure the health and safety of the participants, shareholders are asked not to
attend the meeting in person if they are feeling unwell.

Shareholders can also exercise their voting rights in the Annual General Meeting
by voting in advance. Instructions on advance voting are set out in Section "C.
Instructions for the participants in the Annual General Meeting" of this notice.

The meeting can be followed online via a live webcast on Nordea's website. It
will be possible to submit questions to the Q&A session with senior management
before and during the webcast. Such questions do not constitute questions
referred to in Chapter 5, Section 25 of the Finnish Companies Act, and following
the meeting via webcast is not considered as participation in the Annual General
Meeting. Instructions on how to join the webcast and submit questions are set
out in Section "C. Instructions for the participants in the Annual General
Meeting" of this notice and can also be found on Nordea's website at
www.nordea.com/agm.

A.     Matters on the agenda of the Annual General Meeting

Information and proposals concerning the formal organisational matters in agenda
items 1 to 5 are included in a separate organisational document published on
Nordea's website at www.nordea.com/agm, which document also constitutes a part
of this notice. The document will be supplemented at the meeting with such
information that is not available before the Annual General Meeting.

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order and related decisions

3. Election of persons to scrutinise the minutes and to supervise the counting
of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors and
the Auditor's report for the year 2022

-          Review by the President and Group CEO

-          Q&A session with senior management

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown in the annual accounts and the
related authorisation of the Board of Directors

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on a dividend payment of a maximum of EUR 0.80 per
share based on the annual accounts to be adopted for the financial year ended on
31 December 2022. The authorisation will remain in force and effect until the
beginning of the next Annual General Meeting of the Company.

It is intended that the Board of Directors decides on a dividend payment in a
single instalment based on the authorisation immediately after the Annual
General Meeting. The intended record date for such dividend payment would be 27
March 2023 whereby the earliest dividend payment date would be 3 April 2023 or
as soon as possible after that day.

The dividend will be paid to shareholders who on the applicable record date for
the dividend payment are recorded in the Company's shareholders' register
maintained by Euroclear Finland Oy in Finland, Euroclear Sweden AB in Sweden and
VP Securities A/S in Denmark. Dividend will not be paid to shares held by the
Company on the dividend record date.

9. Resolution to discharge the members of the Board of Directors and the CEO
from liability

10. Advisory resolution on the adoption of the Company's remuneration report for
governing bodies

The Board of Directors proposes to the Annual General Meeting that the Company's
remuneration report for governing bodies for the year 2022 is adopted through an
advisory resolution.

11. Resolution on the remuneration for the members of the Board of Directors

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

+---------------------------------------+-------------------+----------+-------
-+
| 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 the Board of Directors|105,500 |102,000 |3.4%
|
+---------------------------------------+-------------------+----------+-------
-+

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.

12. Resolution on the number of members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that
for a period until the end of the next Annual General Meeting, the number of
members of the Board of Directors to be elected by the Annual General Meeting is
set at ten.

Furthermore, the Board of Directors has three ordinary members and one deputy
member appointed by the employees of the Nordea Group.

13.Election of the members of the Board of Directors and the Chair of the Board
of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that
for a period until the end of the next Annual General Meeting, the following
persons are elected to the Board of Directors so that each proposed member of
the Board of Directors is considered separately in an election:

a. Stephen Hester (present member), also to be elected as Chair of the Board of
Directors
b. Petra van Hoeken (present member)
c. John Maltby (present member)
d. Lene Skole (present member)
e. Birger Steen (present member)
f. Jonas Synnergren (present member)
g. Arja Talma (present member)
h. Kjersti Wiklund (present member)
i. Risto Murto (new member)
j. Per Strömberg (new member)

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.

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 are available at
www.nordea.com/agm.

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. As of the end of the Annual General Meeting on 23 March 2023 and
until the end of the next Annual General Meeting, the employees have appointed
Dorrit Groth Brandt, Gerhard Olsson and Hans Christian Riise as ordinary members
of the Board of Directors and Joanna Koskinen as a deputy member of the Board of
Directors.

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.

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.

14. Resolution on the remuneration of the auditor

The Board of Directors proposes, on the recommendation of the Board Audit
Committee, to the Annual General Meeting that the remuneration of the auditor is
to be paid according to the invoice approved by the Company.

15. Election of the auditor

The Board of Directors proposes, on the recommendation of the Board Audit
Committee, to the Annual General Meeting that authorised public accountants
PricewaterhouseCoopers Oy be re-elected as the Company's auditor until the end
of the following Annual General Meeting.

PricewaterhouseCoopers Oy has notified the Company that the authorised public
accountant Jukka Paunonen would act as the responsible auditor.

16. Resolution on the amendment of the Articles of Association

The Board of Directors proposes that Article 10 of the Articles of Association
be amended by replacing the second paragraph to enable also holding a general
meeting without a meeting venue as a so-called virtual meeting as an alternative
to a physical meeting or a hybrid meeting.

The Finnish Companies Act was amended in 2022 to enable limited liability
companies to hold virtual general meetings. Such meeting, as defined by the
Finnish Companies Act, is a meeting held without a physical meeting venue, where
shareholders can exercise their full decision-making powers, including the right
to speak, make counterproposals and vote, in real-time, using a
telecommunication connection and technical means.

By having the option to also summon virtual general meetings, Nordea wishes to
ensure that it has the opportunity to summon general meetings in all formats
permitted under Finnish law so that general meetings can be organised in a
predictable manner in various circumstances with equal means for shareholders to
participate. The possibility to organise virtual general meetings also enables
Nordea to be prepared for unforeseen or exceptional circumstances in Nordea's
operating environment or society in general, such as pandemics. The new
legislation requires that in a virtual general meeting, all shareholders have
the right to use their shareholders' rights in full, including the ability to
vote in real-time and comment and ask questions orally during the meeting.
Virtual general meetings under Finnish law are stringently regulated to ensure
full protection of shareholders' rights. Especially taking into consideration
that Nordea is listed on stock exchanges in Finland, Sweden and Denmark, and has
a significant number of shareholders outside of Finland, it is the view of the
Board of Directors and the Company that virtual meetings support the equal
exercise of shareholders' rights. Virtual meetings enable all shareholders to
participate in the decision-making of Nordea and to engage with the management
regardless of the shareholders' geographical location.

In its amended form, said provision of the Articles of Association would read as
follows:

"§ 10 Participation in the General Meeting

In order to be able to participate in a general meeting, a shareholder shall
inform the company not later than the specific date stated in the notice
convening the meeting. This date may be a maximum of ten days prior to the
general meeting.

The board of directors can decide on organising a general meeting without a
meeting venue whereby shareholders can exercise their decision-making power in
full and in real time during the meeting using telecommunication connection and
technical means."

Additionally, the Board of Directors proposes that Article 11 of the Articles of
Association be amended in accordance with the requirements of the Finnish
Companies Act in a way that the matters to be decided at an annual general
meeting include deciding on the adoption of the remuneration policy when
necessary and deciding on the adoption of the remuneration report, and that the
numbering of current subsections 6-10 be changed accordingly due to the above
-mentioned amendments.

In its amended form, said provision of the Articles of Association would read as
follows:

"§ 11 Annual General Meeting

At an annual general meeting, which shall be held annually before the end of
May, the following shall be presented:

1. the financial statements and the consolidated financial statements as well as
the report by the board of directors;

2. the auditor's report;

decided:

3. on the adoption of the financial statements and the consolidated financial
statements;

4. on the use of the profit indicated in the balance sheet and the consolidated
balance sheet;

5. on discharging the members of the board of directors and the managing
director from liability;

6. on the adoption of the remuneration policy, when necessary;

7. on the adoption of the remuneration report;

8. on remuneration for members of the board of directors and the auditor;

9. on the number of members of the board of directors;

elected:

10. members of the board of directors;

11. an auditor;

as well as attended to:

12. other issues mentioned in the notice convening the meeting."

It is proposed that the Articles of Association remain unchanged in other
respects.

17. Resolution on the authorisation for the Board of Directors to decide on the
issuance of special rights entitling to shares (convertibles) in the Company

Nordea Bank Abp is required to satisfy certain capital requirements pursuant to
EU and Finnish legislation. Within this legislative framework, capital
instruments that absorb losses by converting into shares can be used to meet
parts of the capital requirements. The Board of Directors proposes that the
Annual General Meeting authorises the Board of Directors to decide on the
issuance of such capital instruments.

The purpose of the authorisation is to facilitate a flexible and efficient
adjustment of the Company's capital structure to the capital requirements. The
authorisation enables the Board of Directors to swiftly carry out issuances
without first holding an Extraordinary General Meeting, which the Board of
Directors considers appropriate given that these capital instruments are
principally intended to be issued in the international capital markets. The
Board of Directors intends to use the authorisation if the Board of Directors
determines that the capital trigger level at which conversion shall take place
is at such a level that gives the shareholders and the Board of Directors the
possibility to act in good time and propose alternatives to conversion.

In light of the above, the Board of Directors of the Company proposes to the
Annual General Meeting to resolve to authorise the Board of Directors to decide,
on one or several occasions, on the issuance of special rights entitling to
either new shares in the Company or treasury shares, against payment
(convertibles) in accordance with or in deviation from the shareholder's pre
-emptive subscription rights. The maximum number of shares that may be issued
based on this authorisation shall be 350,000,000 shares, which corresponds to
approximately 9.6% of all the shares in the Company on the date of this notice
to the Annual General Meeting.

The Board of Directors shall be authorised to decide on all other matters
relating to the issuance of the special rights entitling to shares in the
Company. The issuance of the special rights entitling to shares by virtue of
this authorisation shall be made on market terms and principally be issued in
the international capital markets.

The authorisation shall remain in force and effect until the earlier of (i) the
end of the next Annual General Meeting of the Company or (ii) 18 months from the
resolution of the Annual General Meeting of the Company.

If this authorisation is granted, it will revoke the authorisation to decide on
the issuance of special rights entitling to shares (convertibles) in the Company
granted to the Board of Directors by the Annual General Meeting on 24 March
2022.

18. Resolution on the repurchase of the Company's own shares in the securities
trading business

In its securities trading business, Nordea Bank Abp, among other things, acts as
a market maker in its own shares on the relevant stock exchanges and in indices
in which the Company's shares form a significant part, as well as offers share
-related products. Should the Company not be able to trade in its own shares,
the Company would not be able to provide a full range of products in the same
manner as its competitors, which would lead to the Company losing market shares,
and it would not be able to fulfil its current market maker undertakings towards
relevant stock exchanges and the financial markets at large.

The Company's holdings of its own shares in the trading book shall not at any
time exceed the applicable limits decided by the European Central Bank.

In light of the above, the Board of Directors of the Company proposes to the
Annual General Meeting to resolve that the Company, for the purpose of the
ordinary course of its securities trading business as a credit institution, may
repurchase its own shares as follows.

The Company's own shares are repurchased otherwise than in proportion to the
existing shareholdings of the Company's shareholders (directed repurchases). The
facilitation of the Company's securities trading business, in which the ability
to also trade in the Company's own shares is required, forms a weighty financial
reason for directed repurchases.

The maximum number of the Company's own shares to be repurchased shall not
exceed 175,000,000 shares, which corresponds to approximately 4.8% of all the
shares in the Company on the date of this notice to the Annual General Meeting.
The Company's own shares may be repurchased on any trading venue or in
transactions with counterparties of the securities trading business outside of a
trading venue or through the use of derivative instruments, in each case, at
arms-length market terms and price prevailing at the time of the repurchase or
the time of entry into the relevant derivative instrument, as the case may be.
The Company's own shares to be repurchased shall be offered to the Company no
later than at the time of the repurchase and shall be paid for no later than
upon the delivery of such shares. The Company's own shares are repurchased using
the unrestricted equity of the Company.

The Company's own shares under this resolution shall be repurchased before the
end of the next Annual General Meeting of the Company.

19. Resolution on the transfer of the Company's own shares in the securities
trading business

In its securities trading business, Nordea Bank Abp, among other things, acts as
a market maker in its own shares on the relevant stock exchanges and in indices
in which the Company's shares form a significant part, as well as offers share
-related products. Should the Company not be able to trade in its own shares,
the Company would not be able to provide a full range of products in the same
manner as its competitors, which would lead to the Company losing market shares,
and it would not be able to fulfil its current market maker undertakings towards
relevant stock exchanges and the financial markets at large.

In light of the above, the Board of Directors of the Company proposes to the
Annual General Meeting to resolve that the Company, for the purpose of the
ordinary course of its securities trading business as a credit institution, may
transfer its existing own shares for consideration as follows.

The Company may transfer its own shares in the ordinary course of its securities
trading business in deviation from the shareholders' pre-emptive subscription
rights by way of a directed share issuance. The facilitation of the Company's
securities trading business, in which the ability to also trade in the Company's
own shares is required, forms a weighty financial reason for a directed
issuance.

The maximum number of the Company's own shares to be transferred shall not
exceed 175,000,000 shares, which corresponds to approximately 4.8% of all the
shares in the Company on the date of this notice to the Annual General Meeting.
The Company's own shares may be transferred through any trading venue or in
transactions with counterparties of the securities trading business outside of a
trading venue or through the use of derivative instruments, in each case, at
arms-length market terms and price prevailing at the time of the transfer or at
the time of the entry into the relevant derivative instrument, as the case may
be. The Company's own shares that may be transferred shall be subscribed for no
later than at the time of the transfer and shall be paid for no later than upon
the delivery of such shares. The subscription price shall be recorded in the
invested unrestricted equity of the Company.

The Company's own shares shall be transferred before the subscription period
expires, which will be at the end of the next Annual General Meeting of the
Company.

It is proposed that the Annual General Meeting resolves to approve all
subscriptions that will be made in accordance with the terms and conditions of
the directed issuance.

20. Resolution on the authorisation for the Board of Directors to decide on the
repurchase of the Company's own shares

Pursuant to its dividend policy Nordea Bank Abp will continuously assess the
opportunity to use share buy-backs as a tool to distribute excess capital. In
line with these considerations, the Board of Directors of the Company proposes
to the Annual General Meeting to resolve to authorise the Board of Directors, on
one or several occasions, to decide on the repurchase of an aggregate of not
more than 350,000,000 shares in the Company, which corresponds to approximately
9.6% of all the shares in the Company on the date of this notice to the Annual
General Meeting, subject to the condition that the number of own shares held by
the Company together with its subsidiaries at any given time may not exceed 10%
of all the shares in the Company.

The Company's own shares may be repurchased as follows:

a)                        Not more than 350,000,000 shares may be repurchased to
distribute excess capital in order to optimise the capital structure of the
Company. The purpose of such repurchase is to optimise the capital position and
to increase sustainable shareholder return to the benefit of all shareholders.

b)                        Not more than 8,000,000 shares may be repurchased to
be used in the Company's variable pay plans in accordance with regulatory
requirements and/or as required for new variable pay plans for executive
officers, senior management, other material risk takers and other employees, as
appropriate.

The Company's own shares may only be repurchased using the unrestricted equity
of the Company. The shares may be repurchased either through an offer to all
shareholders on equal terms or through other means and otherwise than in
proportion to the existing shareholdings of the Company's shareholders (directed
repurchases). The highest purchase price per share shall be no more than the
higher of (i) the highest price paid for the Company's shares in public trading
on the day of repurchase or alternatively (ii) the average of the share prices
(volume weighted average price on the regulated markets where the Company's
share is admitted to trading) during the five trading days preceding the
repurchase or the offer to repurchase own shares, and the lowest purchase price
per share shall be the price that is 20% lower than the lower of (i) the lowest
price paid for the Company's shares in public trading on the day of repurchase
or alternatively (ii) the average of the share prices (volume weighted average
price on the regulated markets where the Company's share is admitted to trading)
during the five trading days preceding the repurchase or the offer to repurchase
own shares. Furthermore, in connection with the repurchases of its own shares,
the Company may enter into derivative, share lending or other similar
arrangements.

The Board of Directors shall be authorised to decide on all other terms relating
to the repurchases of the Company's own shares.

The authorisation shall remain in force and effect for 18 months from the
resolution of the Annual General Meeting of the Company. If this authorisation
is granted, it will not revoke the authorisation to decide on the repurchase of
the Company's own shares granted to the Board of Directors by the Annual General
Meeting on 24 March 2022 which, in accordance with that authorisation, will
remain in effect until 24 September 2023.

In addition to the above terms, it is noted that any resolution by the Board of
Directors to repurchase shares based on the proposed authorisation will also be
subject to the condition that the Company has obtained the necessary regulatory
permissions from the European Central Bank.

21. Resolution on the authorisation for the Board of Directors to decide on
share issuances or transfers of the Company's own shares

The Board of Directors of the Company proposes to the Annual General Meeting to
resolve to authorise the Board of Directors, on one or several occasions, to
decide on the issuance of new shares or transfer of the Company's own shares of
not more than 30,000,000 shares in the Company, which corresponds to
approximately 0.8% of all the shares in the Company on the date of this notice
to the Annual General Meeting.

The shares may be issued or transferred in proportion to the Company's
shareholders' existing shareholdings in the Company or in deviation from the
shareholders' pre-emptive subscription right by way of a directed issuance. The
shares to be issued or transferred in this way may be used (a) to implement the
Company's variable pay plans in accordance with regulatory requirements and/or
as required for new variable pay plans for executive officers, senior
management, other material risk takers and other employees, as appropriate, or
(b) as payment in connection with corporate acquisitions.

The Board of Directors shall be authorised to decide on all other terms relating
to the issuance of new shares in the Company or transfers of the Company's own
shares. The authorisation shall remain in force and effect until the earlier of
(i) the end of the next Annual General Meeting of the Company or (ii) 18 months
from the resolution of the Annual General Meeting of the Company.

If this authorisation is granted, it will revoke the authorisation to decide on
share issuances or transfers of the Company's own shares granted to the Board of
Directors by the Annual General Meeting on 24 March 2022.

22.Closing of the meeting

B. Documents of the Annual General Meeting

This notice which includes the agenda of the Annual General Meeting, the
resolution proposals and the organisational document of the Annual General
Meeting are available on the Company's website at www.nordea.com/agm. The annual
report, containing the annual accounts, the Board of Directors' report and the
Auditor's report, and the remuneration report for governing bodies are available
on the said website as of 2 March 2023 at the latest. These documents will also
be viewable at the meeting. The minutes of the Annual General Meeting will be
available on the said website as of 6 April 2023 at the latest.

C. Instructions for the participants in the Annual General Meeting

Instructions on registration for the Annual General Meeting for shareholders
wishing to participate in the meeting at the meeting venue are set out in
subsections 1, 2 and 3 below.

In connection with the registration and advance voting, at least the following
information is requested: the shareholder's name, national identification number
or business ID, email address, address, telephone number and information on a
possible authorised representative. Strong electronic identification of private
persons for registration on the Company's website requires the use of Finnish,
Swedish or Danish online banking IDs or mobile certificates. Instructions for
holders of nominee registered shares are set out below under subsection "6.
Holders of nominee registered shares". For shareholders that are Finnish legal
persons, electronic registration requires providing the entity's Business ID and
that the relevant authorised person uses strong electronic identification for
the registration. For shareholders that are legal persons with shares registered
with Euroclear Sweden AB in Sweden or with shares registered with VP Securities
A/S in Denmark, registration requires providing the entity's Business ID, name
of the shareholder, name and birthdate of the authorised representative, and an
email address, address and telephone number as contact information. Information
on proxy documents and Suomi.fi authorisations is set out in subsection 5 below.

The personal data given by the shareholders to the Company is only used in
connection with the Annual General Meeting and the processing of related
registrations. For further information on how Nordea Bank Abp processes your
personal data, please visit www.nordea.com/en/privacy-policy.

The Company encourages shareholders to make use of the option to vote in
advance. The instructions for advance voting are set out in subsection 4 below.

More information on registration for the meeting and advance voting is available
until 16 March 2023 by phone from Innovatics Ltd at +358 10 2818 909 from Monday
to Friday between 9.00 and 12.00 EET and between 13.00 and 16.00 EET.

The meeting can also be followed online via a live webcast on Nordea's website.
It is possible to submit questions to the Q&A session with senior management
before and during the webcast. Such questions do not constitute questions
referred to in Chapter 5, Section 25 of the Finnish Companies Act, and following
the meeting via the webcast does not constitute official participation in the
Annual General Meeting. More information on the webcast and submitting questions
before the Annual General Meeting is set out in subsection 7 below.

1. Shareholders with shares registered with Euroclear Finland Oy in Finland

Each shareholder who is registered on 13 March 2023 in the shareholders'
register of the Company held by Euroclear Finland Oy has the right to
participate in the Annual General Meeting. A shareholder whose shares are
registered on the shareholder's personal Finnish book-entry account is
registered in the shareholders' register of the Company.

A shareholder who is registered in the Company's shareholders' register and who
wishes to participate in the Annual General Meeting shall notify the Company
thereof according to the instructions set out below.

Notification of participation shall be made no later than by 23.59 EET on 16
March 2023

-          electronically on the Company's website: www.nordea.com/agm

-          by email to agm@innovatics.fi or

-          by regular mail: Innovatics Ltd, AGM/Nordea, Ratamestarinkatu 13 A,
FI-00520 Helsinki, Finland.

2. Shareholders with shares registered with Euroclear Sweden AB in Sweden

Shareholders must be registered in the shareholders' register held by Euroclear
Sweden AB on 13 March 2023 to be entitled to participate in the Annual General
Meeting. Such shareholders are re-registered by the Company in the shareholders'
register held by Euroclear Finland Oy provided that the shareholder has notified
the Company thereof in accordance with the instructions set out below.

Notification of participation shall be made no later than by 23.59 EET on 15
March 2023

-          electronically on the Company's website: www.nordea.com/agm

-          by email to agm@innovatics.fi or

-          by regular mail: Innovatics Ltd, AGM/Nordea, Ratamestarinkatu 13 A,
FI-00520 Helsinki, Finland.

Shareholders whose shares are held in trust in Sweden must instruct the trustee
to re-register their shares in the shareholders' own name in the shareholders'
register held by Euroclear Sweden AB in good time prior to 15March 2023 which is
the deadline for re-registration.

3. Shareholders with shares registered with VP Securities A/S in Denmark

Shareholders must be registered in the shareholders' register held by VP
Securities A/S on 13 March 2023 to be entitled to participate in the Annual
General Meeting. Such shareholders are re-registered by the Company in the
shareholders' register held by Euroclear Finland Oy provided that the
shareholder has notified the Company thereof in accordance with the instructions
set out below.

Notification of participation shall be made no later than by 23.59 EET on 16
March 2023

-          electronically on the Company's website: www.nordea.com/agm

-          by email to agm@innovatics.fi or

-          by regular mail: Innovatics Ltd, AGM/Nordea, Ratamestarinkatu 13 A,
FI-00520 Helsinki, Finland.

Shareholders whose shares are held in trust in Denmark must instruct the trustee
to re-register their shares in the shareholders' own name in the shareholders'
register held by VP Securities A/S in good time prior to 13March 2023 which is
the deadline for re-registration.

4. Advance voting

A shareholder can vote in advance on certain items on the agenda of the Annual
General Meeting. Advance voting commences on 2 March 2023 and ends on 16 March
2023 at 23.59 EET.

Each shareholder who is registered in the shareholders' register of the Company
held by Euroclear Finland Oy as described in subsection 1 above, in the
shareholders' register held by Euroclear Sweden AB as described in subsection 2
above, or in the shareholders' register held by VP Securities A/S as described
in subsection 3 above can vote in advance:

· electronically on the Company's website: www.nordea.com/agm
· by emailing the advance voting form available on the Company's website to:
agm@innovatics.fi or
· by regular mail by sending the advance voting form available on the
Company's website to: Innovatics Ltd, AGM/Nordea, Ratamestarinkatu 13 A, FI
-00520 Helsinki, Finland.

Shareholders whose shares are held in trust in Sweden or Denmark and who wish to
vote in advance are advised to instruct the trustee to vote in advance on behalf
of such shareholders by 23.59 EET on 16 March 2023 at the latest according to
the instructions set out in this notice.

A shareholder who has voted in advance may request information under the Finnish
Companies Act, request a vote at the Annual General Meeting or vote on a
possible counterproposal if they are present or represented at the Annual
General Meeting at the meeting venue.

Further instructions for advance voting will be available on the Company's
website at www.nordea.com/agm on 2 March 2023 at the latest.

5. Proxy representative and powers of attorney

A shareholder of the Company may participate in the Annual General Meeting and
exercise their shareholders' rights at the meeting and/or vote in advance
through a proxy representative. A proxy representative shall produce a dated
proxy document or otherwise in a reliable manner demonstrate their right to
represent the shareholder at the Annual General Meeting and/or vote in advance.
When a shareholder participates in the Annual General Meeting or votes in
advance through several proxy representatives representing the shareholder with
shares on different securities accounts, the shares by which each proxy
representative represents the shareholder shall be identified in the proxy
documents. The proxy documents shall be delivered primarily as attachments in
connection with registering on the Company's website at www.nordea.com/agm, or
by email toagm@innovatics.fi,or mailed or delivered as originals to: Innovatics
Ltd, AGM/Nordea, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, in good time
and they must arrive by 23.59 EET on 16 March 2023 at the latest.

The original proxy documents shall be presented to the Company upon request.
Further instructions, including a proxy template, will be available on the
Company's website at www.nordea.com/agm.

Shareholders that are legal entities can also use the electronic Suomi.fi
authorisation service for authorising proxies. For such authorisation, a
shareholder authorises a representative in the Suomi.fi service at
www.suomi.fi/e-authorizations (using the authorisation topic "Representation at
the General Meeting"). When registering, the representative must identify
themselves with strong electronic identification using their personal Finnish
online banking IDs or a mobile certificate, after which the electronic mandate
is automatically checked. For more information, see www.suomi.fi/e
-authorizations.

6. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of the shares based on which they on the record date
of the Annual General Meeting on 13 March 2023 would be entitled to be
registered in the shareholders' register of the Company held by Euroclear
Finland Oy. The right to participate in the Annual General Meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
in the temporary shareholders' register held by Euroclear Finland Oy by 10.00
EET on 20 March 2023 at the latest. In terms of nominee registered shares, this
constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request without delay the
relevant instructions regarding the registration in the temporary shareholders'
register of the Company, the issuing of proxy documents and registration for the
Annual General Meeting from their custodian bank. The account management
organisation of the custodian bank shall register a holder of nominee registered
shares who wants to participate in the Annual General Meeting in the temporary
shareholders' register of the Company and vote in advance on behalf of the
nominee registered shareholder by 10.00 EET on 20 March 2023 at the latest.

For the avoidance of doubt, instructions for shareholders whose shares are held
in trust in Sweden or Denmark are set out above in subsection "2. Shareholders
with shares registered with Euroclear Sweden AB in Sweden" and in subsection "3.
Shareholders with shares registered with VP Securities A/S in Denmark",
respectively.

Further instructions are available on the Company's website at
www.nordea.com/agm.

7. Webcast of the Annual General Meeting and other information

The meeting can be followed online via a live webcast. Detailed instructions on
following the webcast will be available on the Company's websiteat
www.nordea.com/agmbefore the Annual General Meeting.

It will be possible to submit questions to the Q&A session with senior
management before and during the webcast. Before the meeting, questions can be
submitted by email to agm@nordea.com or by regular mail to Nordea AGM / Group
Legal SATA V5A, Satamaradankatu 5, FI-00020 Nordea, Finland. The Company will
strive to answer all questions that are received before the Annual General
Meeting. Questions submitted before the meeting or through the webcast will not
constitute questions referred to in Chapter 5, Section 25 of the Finnish
Companies Act. Following the meeting via webcast is not considered as
participation in the Annual General Meeting. Shareholders following the meeting
via webcast can exercise their voting rights by voting on the matters on the
agenda in advance in accordance with the instructions provided in subsection 4
above.

To ensure the health and safety of the participants, shareholders are asked not
to attend the Annual General Meeting in person if they are feeling unwell.
Shareholders are kindly asked to take into account that there is no reserved
parking space available at the Annual General Meeting venue or its vicinity and
that the Company will not cover any parking fees. The Company therefore
encourages shareholders who wish to attend the Annual General Meeting at the
venue to arrive with public transport, or alternatively make use of the advance
voting and webcast. The Annual General Meeting will be conducted mainly in
Swedish, and partly in Finnish and English. Simultaneous interpretation will be
available into Swedish, Finnish and English.

Shareholders, assistants and proxy representatives must be able to prove their
identity and/or right of representation at the meeting venue.

Information on the Annual General Meeting required by the Finnish Companies Act
and the Securities Markets Act is available on the Company's website at
www.nordea.com/agm.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to ask questions and
request information with respect to the matters to be considered at the meeting.

Changes in shareholding after the record date do not affect the right to attend
the Annual General Meeting or the number of votes. On the day of this notice to
the Annual General Meeting, 23 February 2023, the total number of shares in the
Company is 3,627,595,959, which equals 3,627,595,959 votes.

Helsinki on 23 February 2023
Nordea Bank Abp
Board of Directors

This notice is published in English, Swedish and Finnish. In the event of any
inconsistencies between the language versions, the Swedish version shall
prevail.

For further information:

Matti Ahokas, Head of Investor Relations, +358 9 5300 8011

The information provided in this stock exchange release was submitted for
publication, through the agency of the contact set out above, at 9.00 EET on 23
February 2023.

More information:
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