Nordea Bank AB

AGM Information • Feb 7, 2025

Nomination Board's proposals to Nordea's Annual General Meeting 2025

Nomination Board's proposals to Nordea's Annual General Meeting 2025

Nordea Bank Abp

Stock exchange release - Other information disclosed according to the rules of

the Exchange

7 February 2025 at 13.00 EET

The Shareholders' Nomination Board of Nordea Bank Abp announces today its

proposals to Nordea's Annual General Meeting (AGM) to be held on 20 March 2025.

The current Board members are proposed to be re-elected.

The proposal of the Shareholders' Nomination Board for the Board of Directors to

be elected by the 2025 AGM comprises ten members. The Nomination Board proposes

that all current Board members, Sir Stephen Hester, Petra van Hoeken, John

Maltby, Risto Murto, Lars Rohde, Lene Skole, Per Strömberg, Jonas Synnergren,

Arja Talma and Kjersti Wiklund, will be re-elected and the composition of the

Board remains unchanged. The Nomination Board proposes that Sir Stephen Hester

continues as the Chair of the Board.

Chair of the Shareholders' Nomination Board, Niko Pakalén, says: "The Nomination

Board has thoroughly assessed the current Board composition and its work, and

considers that the current Board reflects an optimal and suitable Board

composition meeting the demands of the banking industry with strong ties to the

Nordics. I am pleased to present the Nomination Board's proposal to re-elect the

current Board members for a new term. The proposed Board has extensive expertise

and competencies in banking and financial markets, digitalisation and

macroeconomy, to name a few, and a deep understanding of the Nordic markets."

The Nomination Board has sought to ensure that the proposed Board of Directors

as a whole has the best possible competencies, expertise and experience for

Nordea. Further, the Nomination Board has taken into account the regulatory

requirements and recommendations applicable to credit institutions and as set

out in the Finnish Corporate Governance Code for listed companies. Taking into

account the high demands placed on the collective experience and competence of

the Board of Directors by the nature, scale and complexity of Nordea's business,

it is the collective opinion of the 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.

After a thorough assessment, the Nomination Board proposes that the remuneration

for the various Board member roles is increased by 2.8 - 3.3% and with a

slightly higher adjustment for the Vice Chair and Chair of the Board. In making

the proposal, the Nomination Board has considered board and board chair

compensations among European peers in the banking and financial sector as well

as Nordic and European market practices. The proposal reflects the constantly

increasing work load and complexity of work for board professionals in the

sector. The Nomination Board emphasises the importance of Nordea remaining an

attractive option for highly competent Board members that fulfil the regulatory

requirements.

Proposed members of the Board of Directors

The Shareholders' Nomination Board proposes for a period until the end of the

next AGM:

· that the number of members of the Board of Directors to be elected by the

AGM is set at ten (10);

· the re-election of Sir Stephen Hester, Petra van Hoeken, John Maltby, Risto

Murto, Lars Rohde, Lene Skole, Per Strömberg, Jonas Synnergren, Arja Talma and

Kjersti Wiklund as members of the Board of Directors so that each proposed

member of the Board of Directors is considered separately in an election; and

· the re-election of Sir Stephen Hester as Chair of the Board of Directors.

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, and

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 elected as members

of the Board of Directors and Sir Stephen Hester has given his consent to being

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.

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.

The biographical details of the Board members are available at

www.nordea.com/en/about-us/corporate-governance/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, therefore, they

are not independent of the company.

Remuneration to the members of the Board of Directors

The Shareholders' Nomination Board proposes to the AGM that the following annual

remuneration is paid to the members of the Board of Directors elected by the

AGM:

+---------------------------------------+---------------------+----------+------

--+

|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 the Board of Directors|112,000 |109,000 |2.8%

|

+---------------------------------------+---------------------+----------+------

--+

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.

Revision of the Charter of the Shareholders' Nomination Board

The Shareholders' Nomination Board proposes to the Annual General Meeting to

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 as an appendix to this release, and it

will be available today at www.nordea.com/agm.

Composition of the Shareholders' Nomination Board

The members of the Nomination Board constituted in 2024 are Niko Pakalén,

Partner, Cevian Capital, Lars Ingemann Nielsen, Executive Vice President and

CFO, Nordea-fonden, Daniel Kristiansson, Governance and Stewardship Specialist,

Alecta, Timo Sallinen, Director, Head of Listed Securities, Varma Mutual Pension

Insurance Company, and Sir Stephen Hester, Chair of the Board of Directors of

Nordea Bank Abp. The Shareholders' Nomination Board has been constituted on the

basis of the shareholdings on 31 August 2024. The mandate is valid until a new

Nomination Board has been constituted. Subject to the Annual General Meeting

approving the revised Charter as proposed, the Shareholders' Nomination Board

will be constituted yearly on the basis of the shareholdings on 30 April of the

year preceding the AGM.

The proposals will be included in the notice to the AGM to be published later in

February 2025.

Shareholders' Nomination Board contact:

Chair Niko Pakalén, +46 8 545 675 50

For any other information relating to Nordea:

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 13.00 EET

(12.00 CET) on 7 February 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.