Nordea's Annual General Meeting 2026 and decisions of the statutory Board meeting

24 Mar 2026 16:00 CET

Nordea Bank Abp
Stock exchange release - Decisions of general meeting
24 March 2026 at 17.00 EET

The Annual General Meeting (AGM) of Nordea Bank Abp ("Nordea" or the "Company")
was held today as a virtual meeting. Shareholders were also able to exercise
their voting rights by voting in advance. All proposals to the AGM by the Board
of Directors and the Shareholders' Nomination Board were approved. The AGM
decided on an ordinary dividend of EUR 0.96 per share and on an authorisation to
the Board of Directors to decide on the distribution of a mid-year dividend in
2026. The Board of Directors elected the Vice Chair of the Board of Directors
and the members of the Board committees in its statutory meeting held after the
AGM.

A total of 5,018 shareholders representing 2,010,031,667 shares and votes,
corresponding to approximately 59.1% of the total number of shares and votes in
Nordea, were represented at the AGM including shareholders who had voted in
advance or were represented by proxy. A summary of the advance votes and voting
instructions submitted ahead of the AGM will be available at www.nordea.com/agm
later today.

Dividend

The AGM decided on a dividend paymentof EUR 0.96 per share based on the annual
accounts adopted for the financial year ended on 31 December 2025.

The dividend will be paid to shareholders who on the record date for the
dividend on 26 March 2026 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 payment date is 2 April 2026, or as
soon as possible thereafter.

The AGM further authorised the Board of Directors, in its discretion, to decide
on the distribution of a second dividend instalment based on the annual accounts
adopted for the financial year ended on 31 December 2025 (the "Mid-Year
Dividend"). The amount of the Mid-Year Dividend is intended to be set at a level
corresponding to approximately 50% of the Nordea Group's net profit for the six
-month period ending on 30 June 2026. The Mid-Year Dividend is, however, subject
to a maximum total amount of EUR 3 billion. The authorisation will remain in
force and effect until the opening of the next AGM of the Company.

It is the intention of the Board of Directors to decide on the Mid-Year Dividend
based on this authorisation in connection with the publication of the second
-quarter and half-year results 2026. The Board of Directors will at that time
resolve on the amount and timing of the Mid-Year Dividend, and the Company will
announce such Board resolution and confirm the record and payment dates of the
Mid-Year Dividend. The Mid-Year Dividend would be paid to shareholders who 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 on
the applicable record date.

Dividend will not be paid on shares held by the Company on each record date.

Election of Board members and the composition of the Board

The AGM elected ten members of the Board of Directors. Sir Stephen Hester, Petra
van Hoeken, Risto Murto, Lars Rohde, Lene Skole, Per Strömberg, Jonas
Synnergren, Arja Talma and Kjersti Wiklund were re-elected as Board members and
Simon Cooper was elected as a new Board member for the period until the end of
the next AGM. Sir Stephen Hester was re-elected as Chair of the Board of
Directors until the end of the next AGM.

Simon Cooper (59) has extensive experience within banking and financial markets
as a member of the executive management in HSBC and Standard Chartered. He has a
profound understanding of banks' risk management including credit, market,
operational, sustainability, data and cyber risks. Simon Cooper also has wide
experience of sustainable finance and digital transformation.

The Board of Directors also has three ordinary members and one deputy member
elected by the employees of the Nordea Group. For the period until the end of
the next AGM, the employees have elected Kasper Skovgaard Pedersen, Joanna
Koskinen and Jørgen Suo Lønnquist as ordinary members of the Board of Directors
and Susanne Anderberg as a deputy member of the Board of Directors.

Susanne Anderberg (47), a Swedish citizen, has worked in various roles at Nordea
for over 20 years, combining financial and risk insights with governance,
compliance, workplace culture and stakeholder relations. She is currently
working with union and work environment issues for Finansförbundet in Nordea
Sweden, represents the union in several co-determination committees, and is also
Chief Occupational Health and Safety Representative for Nordea Sweden and Deputy
Chairperson in Nordea Sweden Profit Sharing Foundation. She holds a Bachelor of
Science in Business and Economics and a Bachelor of Science in Business
Administration and Industrial Engineering.

Relevant authority approval for Susanne Anderberg is pending.

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

· Board Audit Committee: Arja Talma (Chair), Simon Cooper, Petra van Hoeken,
and Lene Skole.
· Board Risk Committee: Petra van Hoeken (Chair), Simon Cooper, Risto Murto,
Lars Rohde, and Kjersti Wiklund.
· Board Remuneration and People Committee: Sir Stephen Hester (Chair), Per
Strömberg, Arja Talma, and Joanna Koskinen.
· Board Operations and Sustainability Committee: Kjersti Wiklund (Chair), Lars
Rohde, Per Strömberg, and Jonas Synnergren.

Annual accounts and discharge from 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 ended on 31?December 2025.

Remuneration Report for Governing Bodies

The AGM adopted, through an advisory resolution, the Remuneration Report for
Governing Bodies for 2025.

Remuneration of the Board members

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

A meeting fee of EUR 1,000 will be paid for each Board meeting and a meeting fee
of EUR 500 will be paid for each Board Committee meeting and any meeting in
subcommittees established by the Board; members of the Board of Directors
(excluding Chair and Vice Chair), an annual general fee of EUR 115,500; Board
Audit Committee, Board Risk Committee and Board Operations and Sustainability
Committee members, an additional annual fee of EUR 40,000; Board Remuneration
and People Committee members, an additional annual fee of EUR 35,000; Board
Audit Committee, Board Risk Committee and Board Operations and Sustainability
Committee chairs, an additional annual fee of EUR 81,500; Board Remuneration and
People Committee Chair, an additional annual fee of EUR 62,000; Vice Chair, an
annual fee of EUR 190,000; and Board Chair, an annual fee of EUR 440,000.

No additional remuneration for their role as members of the Board is paid to
members of the Board of Directorsemployed by the Nordea Group.

In addition, Nordeacovers 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 and of the sustainability reporting
assurer

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.

PricewaterhouseCoopers Oy was also re-elected as the assurer of the Company's
sustainability reporting for the period until the end of the next AGM.
Authorised sustainability auditor Jukka Paunonen will act as the responsible
sustainability reporting auditor.

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

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

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 330,000,000 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 remains 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 2026.

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 are repurchased otherwise than in proportion to the
shareholdings of the Company's shareholders (directed repurchase) and may be
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 5.1% 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 330,000,000 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 330,000,000 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 remains 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 20 March 2025
which, in accordance with that authorisation, remains in effect until 20
September 2026.

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 0.9%
of all the shares in the Company on the date of the notice to the AGM.

The shares may be issued or transferred in proportion to existing shareholdings
in the Company or in deviation from the shareholders' pre-emptive subscription
right 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 remains 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
2026. The authorisation revoked the authorisation to decide on share issuances
or transfers of the Company's own shares granted to the Board of Directors by
the AGM held on 20 March 2025.

Shareholder proposal for amendment of the Company's Articles of Association

The AGM resolved not to adopt the proposal of shareholders Swedish Society for
Nature Conservation (Naturskyddsföreningen) and Action Aid Denmark
(Mellemfolkeligt Samvirke) to amend the Company's Articles of Association.

AGM materials available on Nordea.com

The proposals of the Shareholders' Nomination Board to the AGM were published in
their complete form in a stock exchange release on 5 February 2026 and those of
the Board of Directors and of the shareholders on 18 February 2026. The annual
report, containing the annual accounts, the Board of Directors' report including
the Sustainability Statement, the Auditor's report, the Assurance Report on the
Sustainability Report, as well as the Remuneration Report for Governing Bodies,
were published on 23 February 2026. The documents are available at
www.nordea.com/agm. The minutes of the AGM will be available at
www.nordea.com/agm as of 7 April 2026 at the latest.

For further information:

Ilkka Ottoila, Head of Investor Relations, +358 9 5300 7058

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 17.00 EET on
24 March 2026.



Nordea is a leading Nordic financial services group and the preferred choice for
millions of customers across the region. For more than 200 years, we have
proudly served as a trusted financial partner for individuals, families and
businesses - enabling dreams and aspirations for a greater good. Our vision is
to be the best-performing financial services group in the Nordics, accelerating
through our scale, people and technology. The Nordea share is listed on the
Nasdaq Helsinki, Nasdaq Copenhagen and Nasdaq Stockholm exchanges.

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