Nordea Bank Oyj - Decisions of general meeting

Nordea's Annual General Meeting 2025 and decisions of the statutory Board meeting

Nordea Bank Abp
Stock exchange release - Decisions of general meeting
20 March 2025 at 18.00 EET

The Annual General Meeting (AGM) of Nordea Bank Abp was held today at Finlandia
Hall in Helsinki. 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 by the Board of Directors and the Shareholders'
Nomination Board were approved. The Board of Directors decided in its statutory
meeting held after the AGM to distribute an ordinary dividend of EUR 0.94 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 4,564 shareholders representing 2,058,051,586 shares and votes,
corresponding to approximately 59.0 % 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.

Ordinary dividend

The AGM authorised the Board of Directors to decide on a dividend payment of a
maximum of EUR 0.94 per share based on the annual accounts adopted for the
financial year ended on 31 December 2024.

The Board decided in its statutory meeting on the payment of an ordinary
dividend in a single instalment of EUR 0.94 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 24 March 2025 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 31 March
2025 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. Sir Stephen Hester, Petra
van Hoeken, John Maltby, Risto Murto, Lars Rohde, Lene Skole, Per Strömberg,
Jonas Synnergren, Arja Talma and Kjersti Wiklund were re-elected as Board
members 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.

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 Joanna Koskinen, Gerhard Olsson and
Jørgen Suo Lønnquist as ordinary members of the Board of Directors and Kasper
Skovgaard Pedersen as a deputy member of the Board of Directors.

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: John Maltby (Chair), Petra van Hoeken, Lene Skole and
Arja Talma.
  · Board Risk Committee: Petra van Hoeken (Chair), John Maltby, Kjersti Wiklund
and Lars Rohde.
  · Board Remuneration and People Committee: Sir Stephen Hester (Chair), Arja
Talma, Per Strömberg and Gerhard Olsson.
  · Board Operations and Sustainability Committee: Kjersti Wiklund (Chair),
Jonas Synnergren, Per Strömberg 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 2024.

Remuneration Report for Governing Bodies

The AGM adopted, through an advisory resolution, the Remuneration Report for
Governing Bodies for 2024.

Remuneration of the Board members

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

                              Role                                 2025 (EUR)
Chair                                                              400,000
Vice Chair                                                         180,000
Other members of the Board of Directors                            112,000
Board Audit Committee, Board Risk Committee, and Board Operations  71,500
and Sustainability Committee chairs
Board Audit Committee, Board Risk Committee, and Board Operations  35,500
and Sustainability Committee members
Board Remuneration and People Committee Chair                      54,500
Board Remuneration and People Committee members                    31,000

In addition, 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.

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 and of the sustainability reporting
assurer

PricewaterhouseCoopers Oy was 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.

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 sustainability reporting assurer is
to be paid according to the invoice approved by the Company.

Approval of the revised Charter of the Shareholders' Nomination Board

The AGM decided to approve the revised Charter of the Shareholders' Nomination
Board. Section 2 of the Charter was amended so that the shareholders entitled to
nominate a member are determined annually on the basis of shareholdings on 30
April (previously 31 August). Additionally, clarifications on the nomination
process and on handling of conflict of interest situations were made to the same
section.

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 340,000,000 shares, which
corresponds to approximately 9.7% 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 2025.

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 5.0% 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 340,000,000 shares in the
Company, which corresponds to approximately 9.7% 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 340,000,000 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 21 March 2024
which, in accordance with that authorisation, remains in effect until 21
September 2025.

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
2025. 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 21 March 2024.

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 Mellemfolkeligt Samvirke /
Action Aid Denmark 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 7 February 2025 and those of
the Board of Directors and of the shareholders on 19 February 2025. 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, were published on 24
February 2025. The documents are available at www.nordea.com/agm. The minutes of
the AGM will be available at www.nordea.com/agm as of 3 April 2025 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 18.00 EET on
20 March 2025.

We are a universal bank with a 200-year history of supporting and growing the
Nordic economies - enabling dreams and aspirations for a greater good. Every
day, we work to support our customers' financial development, delivering best-in
-class omnichannel customer experiences and driving sustainable change. The
Nordea share is listed on the Nasdaq Helsinki, Nasdaq Copenhagen and Nasdaq
Stockholm exchanges. Read more about us at nordea.com.