Nordea Bank AB

AGM Information • Mar 20, 2025

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