Nordea's Annual General Meeting 2023 and decisions of the statutory Board meeting

23 Mar 2023 16:00 CET

Nordea Bank Abp
Stock exchange release - Decisions of general meeting
23 March 2023 at 17.00 EET

The Annual General Meeting (AGM) of Nordea Bank Abp was held today at
Messukeskus, Helsinki Expo and Convention Centre. Shareholders were also able to
exercise their voting rights by voting in advance and it was possible to follow
the AGM through a live webcast. All proposals to the AGM were approved. The
Board of Directors decided in its statutory meeting held after the AGM to
distribute an ordinary dividend of EUR0.80 per share to shareholders in
accordance with the mandate received from the AGM. The Board also elected the
Vice Chair of the Board of Directors and the members of the Board committees.

A total of 4,385 shareholders representing 2,192,833,027 shares and votes,
corresponding to approximately 60.4% of the total number of shares and votes in
Nordea, were represented at the AGM including shareholders who have voted in
advance or are represented by proxy. A summary of the advance votes and voting
instructions submitted ahead of the AGM will be available at nordea.com/agm
later today.

Ordinary dividend

The AGM authorised the Board 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 Board decided in its statutory meeting on the payment of an ordinary
dividend in a single instalment of EUR 0.80 per share to shareholders in
accordance with the mandate received from the AGM.

The dividend will be paid to shareholders who on the record date for the
dividend on 27 March 2023 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. The dividend will not be paid to shares held by
the Company on the dividend record date. The dividend payment date is 3 April
2023 or as soon as possible thereafter.

Election of Board members and the composition of the Board

The AGM elected ten members of the Board of Directors. Stephen Hester, Petra van
Hoeken, John Maltby, Lene Skole, Birger Steen, Jonas Synnergren, Arja Talma and
Kjersti Wiklund were re-elected as Board members and Risto Murto and Per
Strömberg were elected as new Board members for the period until the end of the
next AGM. Stephen Hester was re-elected as Chair of the Board of Directors until
the end of the 2024 AGM.

The Board of Directors also has three ordinary members and one deputy member
appointed by the employees of the Nordea Group. For the period until the end of
the next AGM, the employees have appointed Dorrit Groth Brandt, Hans Christian
Riise and Gerhard Olsson as ordinary members of the Board of Directors and
Joanna Koskinen as a deputy member of the Board of Directors.

In its statutory meeting following the AGM, the Board elected Lene Skole as the
Vice Chair of the Board. The Board appointed the members of the four Board
committees as follows:

· Board Audit Committee: John Maltby (Chair), Petra van Hoeken, Lene Skole and
Arja Talma.
· Board Risk Committee: Petra van Hoeken (Chair), John Maltby, Per Strömberg,
Kjersti Wiklund and Birger Steen.
· Board Remuneration and People Committee: Stephen Hester (Chair), Arja Talma,
Per Strömberg and Gerhard Olsson.
· Board Operations and Sustainability Committee: Birger Steen (Chair), Jonas
Synnergren, Kjersti Wiklund and Risto Murto.

Annual accounts and discharge of liability

The AGM adopted the annual accounts and discharged the members of the Board of
Directors, President and Group CEO and Deputy Managing Director from liability
for the financial period ending 31?December 2022.

Remuneration Report for Governing Bodies

The AGM adopted, through an advisory resolution, the Remuneration Report for the
Governing Bodies for 2022.

Remuneration of the Board members

The AGM decided on annual remuneration to the Board members as follows:

+-----------------------------------------------+----------+
| Role |2023 (EUR)|
+-----------------------------------------------+----------+
|Chair |352,000 |
+-----------------------------------------------+----------+
|Vice Chair |165,500 |
+-----------------------------------------------+----------+
|Other members of the Board of Directors |105,500 |
+-----------------------------------------------+----------+
|Board Remuneration and People Committee Chair |49,500 |
+-----------------------------------------------+----------+
|Board Remuneration and People Committee members|29,000 |
+-----------------------------------------------+----------+
|All other committee chairs |67,000 |
+-----------------------------------------------+----------+
|All other committee members |33,500 |
+-----------------------------------------------+----------+

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

In addition, the Company 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.

Election and remuneration of the auditor

PricewaterhouseCoopers Oy was re-elected as the auditor for the period until the
end of the next AGM. Authorised public accountant Jukka Paunonen will act as the
responsible auditor.

The AGM decided that the remuneration of the auditor is to be paid according to
the invoice approved by the Company.

Amendment of the Articles of Association

The AGM approved the proposed amendments of the Company's Articles of
Association. The amended articles enable also holding a general meeting without
a meeting venue as a so-called virtual meeting. The amendment does not preclude
arranging general meetings as in-person or hybrid meetings. Additionally,
deciding on the adoption of the remuneration policy, when necessary, and the
remuneration report were included among matters to be decided at an annual
general meeting.

Authorisation for the Board of Directors to decide on the issuance of special
rights entitling to shares (convertibles)

To facilitate a flexible and efficient adjustment of the Company's capital
structure to the capital requirements, the Board of Directors was authorised to
decide on the issuance of special rights entitling to shares in the Company
(convertibles), on one or several occasions. The maximum number of shares that
may be issued based on the authorisation is 350,000,000 shares, which
corresponds to approximately 9.6% of all the shares in the Company on the date
of the notice to the AGM.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 AGM 2023.

Repurchase and transfer of own shares in the securities trading business

The AGM decided that the Company may, before the end of the next AGM, repurchase
and transfer its own shares in order to facilitate its securities trading
business. The shares may be repurchased otherwise than in proportion to the
shareholdings of the Company's shareholders (directed repurchase) and
transferred in deviation from the shareholders' pre-emptive subscription rights
(directed share issuance). The AGM approved all subscriptions that will be made
in accordance with the terms and conditions of the directed issuance. The
maximum number of own shares to be repurchased shall not exceed 175,000,000
shares, and the maximum number of own shares to be transferred shall not exceed
175,000,000 shares, corresponding to approximately 4.8% of all the shares in the
Company on the date of the notice to the AGM.

Authorisation for the Board of Directors to decide on the repurchase of own
shares

The Board of Directors was authorised to decide on one or several occasions 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 the notice to the AGM, 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.

Not more than 350,000,000 shares may be repurchased to distribute excess capital
in order to optimise the capital structure of the Company and not more than
8,000,000 shares may be repurchased to be used in the Company's variable pay
plans. 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 authorisation will remain in force and effect until 18 months from the
AGM.The authorisation does not revoke the authorisation to decide on the
repurchase of own shares granted to the Board of Directors by the AGM held on 24
March 2022 which, in accordance with that authorisation, will remain in effect
until 24 September 2023.

Any decision by the Board of Directors to repurchase shares based on the
authorisation is subject to the condition that the Company has obtained the
necessary regulatory permissions from the European Central Bank.

Authorisation for the Board of Directors to decide on share issuances or
transfers of own shares

The Board of Directors was authorised to decide, on one or several occasions, 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 the notice to the AGM.

The shares may be issued or transferred also by way of a directed issuance and
used to implement the Company's variable pay plans or as payment in connection
with corporate acquisitions. 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 AGM 2023.

AGM materials available on Nordea.com

The proposals of the Shareholders' Nomination Board approved by the AGM were
published in their complete form in a stock exchange release on 8 February and
those of the Board of Directors on 23 February 2023. The Remuneration Report for
Governing Bodies was published on 1 March 2023.The documents are available at
nordea.com/agm. The minutes of the AGM will be available at nordea.com/agm as of
6 April 2023 at the latest.

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 17.00 EET on 23
March 2023.

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