Nordea Bank Oyj - Notice to general meeting

Notice to the Annual General Meeting of Nordea Bank Abp

Nordea Bank Abp
Stock exchange release - Notice to general meeting
19 February 2025 at 9.00 EET

Nordea Bank Abp's shareholders are hereby summoned to the Annual General Meeting
to be held on Thursday 20 March 2025 at 14.00 EET at Finlandia Hall in Helsinki.

Nordea Bank Abp's (“Nordea” or the “Company”) Annual General Meeting will be
held on Thursday 20 March 2025 at 14.00 EET at Finlandia Hall, Mannerheimintie
13 e, 00100 Helsinki, Finland. The reception of persons who have registered for
the meeting will commence at 12.30 EET.

Shareholders may 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 may 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. Shareholders following the meeting via webcast
can further interact with the management through additional virtual features
such as presenting questions orally or participating in polls. Questions
submitted before or over the webcast 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 as needed 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
including the Sustainability Statement, the Auditor's report and the Assurance
Report on the Sustainability Report for the year 2024

-          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 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 0.94 per
share based on the annual accounts to be adopted for the financial year ended on
31 December 2024. The authorisation will remain in force and effect until the
opening 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 this authorisation immediately after the Annual
General Meeting. The intended record date for such dividend payment would be 24
March 2025 whereby the earliest dividend payment date would be 31 March 2025 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
President and Group 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 2024 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      |2025 proposed (EUR)|2024 (EUR)|Increase (%)|
+----------------+-------------------+----------+------------+
|Chair           |400,000            |365,000   |9.6%        |
+----------------+-------------------+----------+------------+
|Vice Chair      |180,000            |171,000   |5.3%        |
+----------------+-------------------+----------+------------+
|Other members of|112,000            |109,000   |2.8%        |
|the Board of    |                   |          |            |
|Directors       |                   |          |            |
+----------------+-------------------+----------+------------+

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

+---------------------------------+-------------------+----------+------------+
|              Role               |2025 proposed (EUR)|2024 (EUR)|Increase (%)|
+---------------------------------+-------------------+----------+------------+
|Board Audit Committee, Board Risk|71,500             |69,500    |2.9%        |
|Committee, and Board Operations  |                   |          |            |
|and Sustainability Committee     |                   |          |            |
|chairs                           |                   |          |            |
+---------------------------------+-------------------+----------+------------+
|Board Audit Committee, Board Risk|35,500             |34,500    |2.9%        |
|Committee, and Board Operations  |                   |          |            |
|and Sustainability Committee     |                   |          |            |
|members                          |                   |          |            |
+---------------------------------+-------------------+----------+------------+
|Board Remuneration and People    |54,500             |53,000    |2.8%        |
|Committee chair                  |                   |          |            |
+---------------------------------+-------------------+----------+------------+
|Board Remuneration and People    |31,000             |30,000    |3.3%        |
|Committee members                |                   |          |            |
+---------------------------------+-------------------+----------+------------+

In addition, it is proposed that 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 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. However, should any number of the candidates proposed by the
Shareholders' Nomination Board not be available for election to the Board of
Directors for any reason, the proposed number of Board members shall be
decreased accordingly.

Furthermore, the Board of Directors has three ordinary members and one deputy
member elected 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 re-elected to the Board of Directors so that each proposed member of
the Board of Directors is considered separately in an election:

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

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

Should any of the candidates presented above not be available for election to
the Board of Directors for any reason, the remaining available candidates are
proposed to be elected in accordance with the proposal by the Shareholders'
Nomination Board.

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

In addition to the above proposed Board members, the Board of Directors has
three ordinary members and one deputy member elected by the employees of the
Nordea Group. As of the end of the Annual General Meeting on 20 March 2025 and
until the end of the next Annual General Meeting, 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.

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 Sir 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 elected by the employees, also considered independent of the
company. The ordinary members and the deputy member of the Board of Directors
elected by the employees are employed by the Nordea Group and are, therefore,
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 Company has an obligation to organise an audit firm selection procedure in
accordance with the EU Audit Regulation (537/2014) (mandatory auditor rotation).
The Board Audit Committee has carried out an audit tender process for the
statutory audit of the Nordea Group as from the financial year 2025 in
accordance with the requirements of the EU Audit Regulation and Nordea
procurement processes, and this process was concluded in June 2023.

The Board Audit Committee has reviewed potential audit firm candidates based on
predetermined selection criteria and identified PricewaterhouseCoopers Oy and
KPMG Oy Ab as the best candidates for the audit engagement of the Company.

The candidates have been evaluated against criteria such as audit processes and
audit quality, experience and composition of the audit team, sustainability and
price. The selection process included several rounds of information submissions,
interviews, presentations and external reference checks. After careful
consideration based on the selection criteria, the Board Audit Committee
concluded on recommending PricewaterhouseCoopers Oy as external auditors for the
financial year 2025. The Board Audit Committee confirms that its recommendation
is free from influence by a third party and that no clause of the kind referred
to in paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict
the choice by the Annual General Meeting as regards the appointment of the
auditor, has been imposed upon it.

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 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 remuneration of the sustainability reporting assurer

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

17. Election of the sustainability reporting assurer

The Board of Directors proposes, on the recommendation of the Board Audit
Committee, to the Annual General Meeting that the authorised sustainability
audit firm PricewaterhouseCoopers Oy is re-elected as the assurer of the
Company's sustainability reporting until the end of the following Annual General
Meeting.

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

18. Resolution on the approval of the revised Charter of the Shareholders'
Nomination Board

The Shareholders' Nomination Board proposes that the Annual General Meeting
resolve on the approval of the revised Charter of the Shareholders' Nomination
Board. The Charter is proposed to be revised to allow the Nomination Board more
time to focus on the nomination process and to streamline its work. Section 2 of
the Charter would be 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 are proposed to the same
section. The revised Charter is included in the proposals of the Shareholders'
Nomination Board, and is available at www.nordea.com/agm.

19. 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 340,000,000 shares, which corresponds to
approximately 9.7% 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 21 March
2024.

20. 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, offers
share-related products, and 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. 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 5.0% 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.

21. 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, offers
share-related products, and 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. 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 5.0% 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.

22. 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 340,000,000 shares in the Company, which corresponds to approximately
9.7% 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 340,000,000 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 21 March 2024 which, in accordance with that authorisation, will
remain in effect until 21 September 2025.

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.

23. 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 0.9% 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 21 March 2024.

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

Nordea has received a shareholder proposal set out below for a matter to be
addressed in the Annual General Meeting pursuant to Chapter 5, Section 5 of the
Finnish Limited Liability Companies Act. After careful review and consideration
of the proposal with regard to the Company's strategy, business and good
governance, the Board of Directors concluded that it does not support adopting
the proposed amendments to the Company's Articles of Association and hence
recommends that the shareholders vote against the proposal.

Shareholders Swedish Society for Nature Conservation (Naturskyddsföreningen) and
Action Aid Denmark (Mellemfolkeligt Samvirke) propose that the Articles of
Association are amended by adding two new articles 4 and 5, worded as follows:

“4. Business activities aligned with the Paris Agreement

The company will not provide lending, capital markets underwriting and
facilitation to upstream fossil fuel companies that lack a credible transition
plan in line with the Paris Agreement, including a commitment to not expand
supply with new long lead time upstream oil and gas projects.”

“5. Investment activities aligned with the Paris Agreement

The company will not invest in fossil fuel companies through own-managed
investment products and own-account investments, if the fossil fuel companies
lack a transition plan in line with the Paris Agreement, including a commitment
to not expand supply with new long lead time upstream oil and gas projects, new
coal mines, mine extensions and new unabated coal plants.”

Nordea shares the determination that society needs to transition to a low carbon
economy to mitigate negative climate and nature impacts. The Board of Directors
firmly believes that with Nordea's current strategy, Nordea takes the societal
responsibility that is required to ensure progress in the transition given the
geopolitical uncertainty and the current constraints in the European energy
market.

In its lending activities, Nordea has decreased its exposure to the oil and gas
sector by more than 75% since 2019, making it one of the smallest sectoral
exposures in its portfolio by year-end 2024, accounting for approximately 0.1%
of total lending. Nordea continues to support a few carefully selected companies
being industry leaders, whose contributions are critical in ensuring stable
energy supply and enabling an orderly energy transition in Europe and globally.
In its investment activities, Nordea has aligned its ESG policies across
practises to the extent possible given the differences in the nature of its
investments and lending operations. Since fossil fuel companies are part of the
global economy, they are also part of the global indices available to investors
who want a broad equity exposure. In asset and wealth management, Nordea is
required by statutory legal requirements to act in the best interests of its
clients. Lastly, the Board of Directors does not consider that the Articles of
Association are an appropriate mechanism for addressing the shareholders'
concerns. The proposed amendment would lead to unclarity in the established
division of duties and responsibilities between the shareholders' meeting and
the Board of Directors.

Nordea's strategic direction on climate action is clear and it stands by its
long-term commitment to become a bank with net-zero emissions by 2050 at the
latest. Nordea is also the only Nordic bank with a portfolio-wide interim
objective for 2030 in line with pathways that limit global warming to 1.5C
according to IPCC. Nordea has to date made strong progress towards this target
across its operations, showing strong determination to deliver on its promises
and contribute to reducing actual emissions on societal level.

Lending activities

Given the critical geopolitical situation and the societal responsibility Nordea
has as the major bank in the region, Nordea recognises the challenge in
transitioning away from fossil fuels in the short term while securing stable
energy supply in Europe. Before the invasion of Ukraine, Russia provided more
than 40% of Europe's total gas imports. As over 30% of the households in the EU
are heated using gas, this has been a challenging situation. Today Norway
provides almost half (47% in 2024) of the EU's imports of natural gas in gaseous
form. The production on the Norwegian continental shelf is also best in class
according to the IEA in terms of having the lowest emission intensity from
production. Given Nordea's size and position in all of the Nordic markets, and
in particular the importance of the Norwegian economy in this situation, Nordea
sees it as its societal responsibility to help secure a stable energy supply in
the Nordics and in Europe.

Nordea has designed its strategy and policies to advance towards its long-term
commitments. Nordea has a highly diversified portfolio, covering all the Nordic
markets and a large variety of sectors, and the differences in the nature and
scope of business and relevant markets among Nordic banks may lead to different
strategic approaches among them. Nordea remains very diligent in its customer
risk assessments and will continue to support only a few industry leaders,
mainly operating on the Norwegian continental shelf, which play a crucial role
in providing energy security and in enabling an orderly energy transition in
Europe. To step away from these customer relationships in the current situation
would be irresponsible, since it may hamper energy transition, jeopardise
critical societal functions and hence cause harm to Nordea's customers and to
society in the short term. Nordea dedicates resources to engage with and monitor
the progress of these companies and report transparently on the nature of its
portfolios. The Board of Directors believes that an orderly transition is in the
best interest of the household and corporate customers and of the communities
where Nordea operates, and that this does not constitute a conflict with
Nordea's sustainability commitments.

It is important to also note that Nordea has significantly decreased its
exposure to the oil and gas sector since 2019 and at year-end 2024 it accounted
for approximately 0.1% of total lending. Nordea's sector target for the upstream
oil and gas sector is more ambitious than the IEA's science-based Net Zero 2050
Scenario and accounts for a reduction of absolute emissions of 55%. Currently
there are indications that demand for fossil fuels is not decreasing in line
with the assumption in the IEA net-zero scenario, adding to the uncertainty
relating to the expected development.

While many companies in the fossil fuel based industries do not have Paris
-aligned transition plans, the Board of Directors is convinced that continued
support for Nordea's customers is the best way for Nordea to assume societal
responsibility and contribute to an orderly energy transition for its home
markets and for Europe. Nordea's portfolio level commitments stand firm and
these choices are not in conflict with Nordea's ability to progress towards its
long-term net-zero commitment. Nordea has already demonstrated this during the
past years and will continue to do so. To further increase transparency to its
external stakeholders, Nordea will publish a report in conjunction with the
Annual Report 2024 which outlines the nature and risks of Nordea's current
portfolio.

Investment activities

Nordea has aligned its ESG policies across investments and lending practises to
the extent possible, given the differences in the nature of its investments and
lending operations. It is important to note that since fossil fuel companies are
part of the global economy, they are part of the global indices available to
investors who want a broad equity exposure. In asset and wealth management,
Nordea has a fiduciary duty under statutory legal requirements to act in the
best interests of its clients. Providing this offering is part of that fiduciary
duty, and reflects the global investor sentiment rather than Nordea's own active
choices. Nordea integrates ESG risk considerations in investment decisions and
in investment and insurance advice in line with legal requirements.

Nordea has in its sustainable selection a tailor-made screening process where
such companies have been excluded that are not part of the solution in the
energy transition. This selection represents approximately 2/3 of the Group's
fund offering and is offered to customers who state that they prioritise
sustainability.

Global energy transition is complex, and some actors in the fossil fuel industry
are also important to providing the solutions for the future. In Nordea's view,
it is right to continue supporting such companies in order to achieve real-world
decarbonisation.

Corporate governance

The Board of Directors further considers that the Articles of Association are
not an appropriate mechanism for addressing these matters. This is because the
corporate governance model and related legislation applicable to Nordea defines
that adopting Nordea's strategy and overseeing its proper implementation are key
responsibilities of the Board of Directors, not the shareholders. Stipulating on
the Company's strategy in the Articles of Association, even in key areas such as
sustainability, is not in line with widely recognised corporate governance
practices and would lead to unclarity in the established division of duties and
responsibilities between the shareholders' meeting and the Board of Directors.

The energy market faces a number of challenges, both in the short and long-term
perspective, and the transition away from fossil fuels is not possible from one
day to the next. Supply and demand need to decrease in an orderly way while
ensuring a stable and affordable energy supply in the Nordic region. At Nordea,
we take our responsibility in this transition very seriously, and recognise the
criticality of our contribution as a financial services provider in this
process. Our top priority is to support our customers in this stage of societal
development.

Therefore, the Board of Directors does not recommend the adoption of the
proposed amendments to the Company's Articles of Association.
The proposal submitted by the shareholders is available on the Company's website
at www.nordea.com/agm.

25. 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,
including the Sustainability Statement, the Auditor's report and the Assurance
Report on the Sustainability Report, as well as the remuneration report for
governing bodies and the amended Charter of the Shareholders' Nomination Board
are available on said website as of 27 February 2025 at the latest. These
documents will also be viewable at the meeting. The minutes of the Annual
General Meeting will be available on the above-mentioned website as of 3 April
2025 at the latest.

C. Instructions for the participants in the Annual General Meeting

The registration for the Annual General Meeting and the advance voting will
commence on 3 March 2025 and end on 12 March 2025 at 23.59 EET. 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. The instructions for advance voting are set out in subsection 4
below.

In connection with the registration and advance voting, at least the following
information is requested: the shareholder's name, national identification number
(except for shareholders with shares registered with VP Securities A/S in
Denmark) or business ID, email 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 legal persons,
registration requires providing the entity's business ID, name of the
shareholder, name and birthdate of the authorised representative, and an email
address and telephone number as contact information. For shareholders that are
legal persons with shares registered with VP Securities A/S in Denmark,
registration also requires providing the entity's address. Information on proxy
documents and Suomi.fi authorisations is set out in subsection 5 below.

The personal data provided 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 processes your personal
data, please visit www.nordea.com/en/privacy-policy.

More information on registration for the meeting and advance voting is available
until 12 March 2025 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. Shareholders following the meeting via webcast
can further interact with the management through additional virtual features
such as presenting questions orally or participating in polls. Questions
submitted before the meeting or over the webcast do not constitute questions
referred to in Chapter 5, Section 25 of the Finnish Companies Act, and following
the meeting via 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 in the shareholders' register of the Company
maintained by Euroclear Finland Oy on 10 March 2025 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 12
March 2025

  · 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

Each shareholder who is registered in the shareholders' register of the Company
maintained by Euroclear Sweden AB on 10 March 2025 has the right to participate
in the Annual General Meeting. Such shareholders are re-registered by the
Company in the shareholders' register maintained 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 12
March 2025

  · 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 maintained by Euroclear Sweden AB in good time prior to 12March 2025,
which is the deadline for re-registration.

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

Each shareholder who is registered in the shareholders' register of the Company
maintained by VP Securities A/S on 10 March 2025 has the right to participate in
the Annual General Meeting. Such shareholders are re-registered by the Company
in the shareholders' register maintained 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 12
March 2025

  · 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 maintained by VP Securities A/S in good time prior to 10March 2025,
which is the deadline for re-registration.

4. Advance voting

Shareholders may vote in advance on certain items on the agenda of the Annual
General Meeting. Advance voting commences on 3 March 2025 and ends on 12 March
2025 at 23.59 EET.

Each shareholder who is registered in the shareholders' register of the Company
maintained by Euroclear Finland Oy as described in subsection 1 above, in the
shareholders' register maintained by Euroclear Sweden AB as described in
subsection 2 above, or in the shareholders' register maintained by VP Securities
A/S as described in subsection 3 above may 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 12 March 2025 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 3 March 2025 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 12 March 2025 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 on 3 March 2025 at the latest.

Shareholders 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 proxy 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 10 March 2025 would be entitled to be
registered in the shareholders' register of the Company maintained 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 maintained by Euroclear Finland Oy by
10.00 EET on 17 March 2025 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 17 March 2025 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. Shareholders following
the meeting via webcast can further interact with the management through
additional virtual features such as presenting questions orally or participating
in polls. More information on these and detailed instructions will be available
on the Company's websiteat www.nordea.com/agmbefore the Annual General Meeting.

It will be possible to submit written questions to the Q&A session with senior
management before and during the webcast. Shareholders following the meeting via
webcast may present questions also orally in the webcast by using separately
provided individual log-in details to sign-in to 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 may exercise their voting rights by voting on
the matters on the agenda in advance in accordance with the instructions
provided in subsection 4 above.

Shareholders are kindly asked to take into account that there is no reserved
parking space available at the Annual General Meeting venue or in 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 upon request.

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, 19 February 2025, the total number of shares in the
Company is 3,497,790,322, which equals 3,497,790,322 votes.

Helsinki on 19 February 2025
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:

Ilkka Ottoila, Head of Investor Relations, +358 9 5300 7058
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 9.00 EET on 19
February 2025.

Nordea is a leading Nordic universal bank. We are helping our customers realise
their dreams and aspirations - and we have done that for 200 years. We want to
make a real difference for our customers and the communities where we operate -
by being a strong and personal financial partner. The Nordea share is listed on
the Nasdaq Helsinki, Nasdaq Copenhagen and Nasdaq Stockholm exchanges. Read more
about us on nordea.com.