Nordea Bank AB — Proxy Solicitation & Information Statement 2022

Feb 24, 2022

Notice to the Annual General Meeting of Nordea Bank Abp

Notice to the Annual General Meeting of Nordea Bank Abp

Nordea Bank Abp
Stock exchange release – Notice to general meeting
24 February 2022 at 09.00 EET

The shareholders of Nordea Bank Abp (the “Company”) are hereby summoned to the
Annual General Meeting to be held on Thursday 24 March 2022 at 14.00 EET at the
headquarters of Nordea, Hamnbanegatan 5, Helsinki, Finland. Shareholders and
their proxy representatives can only participate in the Annual General Meeting
and exercise shareholders’ rights by voting in advance and by making
counterproposals and asking questions in advance. Instructions to shareholders
are further described in Section C of this notice. It is not possible to attend
the meeting in person. Nordea will arrange a separate webcast for its
shareholders after the Annual General Meeting where the shareholders have the
opportunity to ask questions from senior management.

Due to the COVID-19 pandemic, the Company’s Board of Directors has resolved on
extraordinary meeting procedures pursuant to the temporary legislation
(375/2021) which entered into force on 8 May 2021, in order to ensure the health
and safety of the Company’s shareholders, employees and other stakeholders and
to organise the meeting in a predictable manner allowing equal means for
shareholders to participate in the meeting.

Nordea will arrange a separate webcast for its shareholders after the Annual
General Meeting on Thursday 24 March 2022 at 16.00 EET where the shareholders
will be able to follow the presentations of the Chair of the Board of Directors
as well as the President and Group CEO and where the resolutions made at the
Annual General Meeting will be presented. Shareholders will also have the
opportunity to ask questions from senior management. The webcast will not be
part of the Annual General Meeting. Thus, questions referred to in Chapter 5,
Section 25 of the Finnish Companies Act need to be asked in advance of the
Annual General Meeting as described below in Section C. More information on the
webcast and instructions on how to participate can be found on Nordea’s website
at www.nordea.com/en/about-us/corporate-governance/nordeas-general-meeting-2022.

A. Matters on the agenda of 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

Lagman Johan Aalto will act as Chair of the Annual General Meeting. Should Johan
Aalto be prevented for a weighty reason from acting as Chair, the Board of
Directors of the Company will appoint the person it deems most suitable to act
as Chair of the Annual General Meeting.

1. Election of person to scrutinise the minutes and to supervise the counting of
   votes

Attorney-at-law Anna Sahrakorpi will scrutinise the minutes and supervise the
counting of votes at the Annual General Meeting. Should Anna Sahrakorpi be
prevented for a weighty reason from scrutinising the minutes and supervising the
counting of votes, the Board of Directors will appoint the person it deems most
suitable to scrutinise the minutes and supervise the counting of votes.

1. Recording the legality of the meeting

2. Recording the attendance at the meeting and adoption of the list of votes

All shareholders who have voted in advance in accordance with the instructions
of this notice and who in accordance with Chapter 5, Section 6 and 6a of the
Finnish Companies Act have the right to attend the meeting will be recorded as
having attended the meeting. The list of votes will be adopted according to the
information provided by Computershare AB.

1. Presentation of the annual accounts, the report of the Board of Directors and
   the Auditor’s report for the year 2021

As participation in the Annual General Meeting is possible only in advance, the
annual report, containing the annual accounts, the Board of Directors’ report
and the Auditor’s report, which will be published by a stock exchange release
and made available on the Company’s website at www.nordea.com/en/about
-us/corporate-governance/nordeas-general-meeting-2022 no later than on 3 March
2022, shall be deemed to have been presented to the Annual General Meeting.

The presentation of the President and Group CEO will be published on the
Company’s website at www.nordea.com/en/about-us/corporate-governance/nordeas
-general-meeting-2022 no later than on the date of the Annual General Meeting.

1. Adoption of the annual accounts

2. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividend

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on a dividend payment, in one or several
instalments, of a maximum of EUR 2,681,667,380 in the aggregate based on the
balance sheet to be adopted for the financial year ended 31 December 2021. The
authorisation will remain in force and effect until the beginning 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 the authorisation immediately after the Annual
General Meeting. The intended record date for such dividend payment would be 28
March 2022 whereby the earliest dividend payment date would be 4 April 2022 or
as soon as possible after that day.

The dividend shall 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.

Pursuant to the Finnish Act on Credit Institutions, Chapter 10, Section 2a, the
provisions relating to minority dividend of the Finnish Companies Act, Chapter
13, Section 7, are not applicable to Nordea Bank Abp.

1. Resolution to discharge the members of the Board of Directors and the CEO
   from liability

2. Advisory resolution on the adoption of the Company’s remuneration report for
   governing bodies

The Board of Directors proposes to the Annual General Meeting to adopt, through
an advisory resolution, the Company’s remuneration report for governing bodies
for the year 2021.

As participation in the Annual General Meeting is possible only in advance, the
remuneration report for governing bodies, which will be published by a stock
exchange release and made available on the Company’s website at
www.nordea.com/en/about-us/corporate-governance/nordeas-general-meeting-2022 no
later than on 3 March 2022, shall be deemed to have been presented to the Annual
General Meeting.

1. 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 that are elected by the Annual General Meeting:

Role 2022 Proposed (EUR) 2021 (EUR) Increase (%)
Chair 340,000 312,000 9.0
Vice Chair 160,000 150,800 6.1
Other members of 102,000 98,800 3.2
the Board of
Directors

The remuneration paid to the Chair and Vice Chair of the Board would be paid in
proportion to the term served in the respective positions during the Board of
Directors’ mandate period.

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

Role 2022 Proposed (EUR) 2021 (EUR) Increase (%)
Board Remuneration and 48,000 43,700 9.8
People Committee Chair
Board Remuneration and 28,000 27,000 3.7
People Committee
members
All other committee 65,000 62,400 4.2
chairs
All other committee 32,500 31,200 4.2
members

No remuneration is paid to members of the Board of Directors employed by the
Nordea Group.

In addition, it is proposed that the Company will cover or reimburse 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 legal defence costs related to claims made against Board members in
cases where Board members are not found liable or guilty of any wrongdoing or
grossly negligent behaviour.

1. 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.

Furthermore, the Board of Directors has three ordinary members and one deputy
member appointed by the employees of the Nordea Group.

1. Election of the members of the Board of Directors and the Chair of the Board
   of Directors

The Shareholders’ Nomination Board proposes, for a period until the end of the
next Annual General Meeting

· the re-election of Torbjörn Magnusson, Petra van Hoeken, Robin Lawther, John
Maltby, Birger Steen and Jonas Synnergren as members of the Board of Directors;
· the election of Stephen Hester, Lene Skole, Arja Talma and Kjersti Wiklund
as new members of the Board of Directors; and
· the re-election of Torbjörn Magnusson as Chair of the Board of Directors for
a term until 30 September 2022, and the election of Stephen Hester as Chair of
the Board of Directors for a term from 1 October 2022 until the end of the 2023
Annual General Meeting.

Kari Jordan, Claudia Dill, Nigel Hinshelwood and Sarah Russell are not available
for re-election.

Stephen Hester (62) is a well-known and highly experienced international
business leader. He has a unique depth and breadth of relevant experience for
Nordea from a number of leadership positions within financial services
internationally as well as in the Nordics. Hester spent 17 years as a chief
executive of three FTSE100 companies, including Royal Bank of Scotland (2008-13)
and RSA Insurance (2014-21), the owner of Trygg Hansa in Sweden and Codan in
Denmark and Norway. He previously had 22 years of financial services experience
at Credit Suisse and Abbey National. His leadership roles have encompassed
retail, commercial and investment banking at a global scale as well as insurance
and asset/wealth management. Hester is a British citizen, and having concluded
his executive career earlier in 2021 is now focused on international board work,
including as Chairman of easyJet plc, the European airline.

Lene Skole (62) has since 2014 been the CEO of the Lundbeck Foundation, one of
the largest commercial foundations in Denmark. She has extensive experience
within the insurance sector, gained through board memberships for the past 12
years at Tryg A/S and Tryg Forsikring. She also holds extensive board membership
experience within various other sectors, such as healthcare and renewable
energy. Lene Skole is a Danish citizen.

Arja Talma (59) has extensive experience from board and audit committee
positions held in listed and regulated companies such as Metso Outotec
Corporation, Verkkokauppa.com Oyj, Glaston Corporation and Aktia Bank Plc. Of
her current directorships, her position as a board member and Chair of the Audit
Committee at Aktia Bank Plc would be replaced by her Board membership at Nordea
Bank Abp. Arja Talma is a Finnish citizen.

Kjersti Wiklund (59) has been a non-executive director on the boards of a number
of high-tech companies for more than 20 years. She currently holds board
memberships, including board audit and risk committee memberships in companies
with heavy technology focus at Babcock International Group PLC, Trainline PLC
and Spectris PLC. Kjersti Wiklund is a Norwegian citizen.

All proposed Board members have given their consent to be elected as members of
the Board of Directors of Nordea Bank Abp and Torbjörn Magnusson has given his
consent to be elected as Chair of the Board of Directors until 30 September 2022
and Stephen Hester from 1 October 2022 until the end of the 2023 Annual General
Meeting.

Relevant authority approvals for the proposed new Board members are pending.

In addition to the above proposed Board members, the Board of Directors has
three ordinary members and one deputy member appointed by the employees of the
Nordea Group. As of the end of the Annual General Meeting on 24 March 2022 and
until the end of the next Annual General Meeting, the employees have appointed
Dorrit Groth Brandt, Hans Christian Riise and Joanna Koskinen as ordinary
members of the Board of Directors and Gerhard Olsson 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 both Torbjörn
Magnusson and Stephen Hester are 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 the Company’s significant shareholders and,
excluding Board members appointed by the employees, also considered independent
of the Company. The ordinary members and the deputy member of the Board of
Directors appointed by the employees are employed by the Nordea Group and,
therefore, they are not independent of the Company.

The biographical details of the current Board members are available at
www.nordea.com/en/about-nordea/corporate-governance/board-of-directors/members
-of-the-board/. The CVs of the proposed new members of the Board of Directors
are available at www.nordea.com/en/about-us/corporate-governance/nordeas-general
-meeting-2022.

1. 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.

1. Election of the auditor

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 re-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.

1. Resolution on the approval of the revised 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 effect the transfer of the
statutory duty to evaluate the selection criteria and selection process for
senior management from the Shareholders’ Nomination Board to the Board
Remuneration and People Committee. The revised Charter is included in the
proposals of the Shareholders’ Nomination Board, and it is available at
www.nordea.com/en/about-us/corporate-governance/nordeas-general-meeting-2022.

1. 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 350,000,000 shares, which corresponds to
approximately 8.99% 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 24 March
2021.

1. 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, 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, as well as offers share
-related products. 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 4.50% 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.

1. 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, 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, as well as offers share
-related products. 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 4.50% 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.

1. 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 350,000,000 shares in the Company, which corresponds to approximately
8.99% 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 350,000,000 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 24 March 2021 which, in accordance with that authorisation, will
remain in effect until 24 September 2022.

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.

1. 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 the transfer of the Company’s own shares
of not more than 30,000,000 shares in the Company, which corresponds to
approximately 0.77% 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 to the 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 24 March 2021.

1. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for resolutions on the matters on the agenda of the Annual General
Meeting and this notice are available on the Company’s website at
www.nordea.com/en/about-us/corporate-governance/nordeas-general-meeting-2022.The
annual report, containing the annual accounts, the Board of Directors’ report
and the Auditor’s report, and the remuneration report for governing bodies are
available on the Company’s website at www.nordea.com/en/about-us/corporate
-governance/nordeas-general-meeting-2022 as of 3 March 2022 at the latest.
Copies of these documents and of this notice will be sent to shareholders upon
request. The minutes of the Annual General Meeting will be available on the
Company’s website at www.nordea.com/en/about-us/corporate-governance/nordeas
-general-meeting-2022 as of 7 April 2022 at the latest.

C. Instructions for the participants in the Annual General Meeting

In order to limit the spread of COVID-19 and to ensure the health and safety of
the Company’s shareholders, employees and other stakeholders, and to organise
the meeting in a predictable manner allowing equal means for shareholders to
participate in the meeting shareholders and their proxy representatives can only
participate in the Annual General Meeting and exercise shareholders’ rights by
voting in advance and by making counterproposals and asking questions in
advance. It is not possible to attend the meeting in person.

1. Shareholders with shares registered with Euroclear Finland Oy in Finland

Each shareholder who is registered on 14 March 2022 in the shareholders’
register of the Company held by Euroclear Finland Oy, has the right to exercise
shareholders’ rights at 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 exercise shareholders’ rights at the Annual General Meeting shall vote
in advance by 23.59 EET on 16 March 2022 at the latest according to the
instructions set out below.

Instructions for holders of nominee registered shares are set out below under
Section 6 Holders of nominee registered shares.

1. Shareholders with shares registered with Euroclear Sweden AB in Sweden

Shareholders must be registered in the shareholders’ register held by Euroclear
Sweden AB on 14 March 2022 to be entitled to exercise shareholders’ rights at
the Annual General Meeting. Such shareholders are re-registered by the Company
in the shareholders’ register held by Euroclear Finland Oy provided that the
shareholder has voted in advance by 23.59 EET on 16 March 2022 at the latest
according to the instructions set out below.

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 held by Euroclear Sweden AB in good time prior to 16 March 2022 which
is the deadline for re-registration. Additionally, shareholders whose shares are
held in trust in Sweden are advised to instruct the trustee to vote in advance
on behalf of such shareholders by 23.59 EET on 16 March 2022 at the latest
according to the instructions set out in this notice.

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

Shareholders must be registered in the shareholders’ register held by VP
Securities A/S on 14 March 2022 to be entitled to exercise shareholders’ rights
at the Annual General Meeting. Such shareholders are re-registered by the
Company in the shareholders’ register held by Euroclear Finland Oy provided that
the shareholder has voted in advance by 23.59 EET on 16 March 2022 at the latest
according to the instructions set out below.

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 held by VP Securities A/S in good time prior to 14 March 2022 which is
the deadline for re-registration. Additionally, shareholders whose shares are
held in trust in Denmark are advised to instruct the trustee to vote in advance
on behalf of such shareholders by 23.59 EET on 16 March 2022 at the latest
according to the instructions set out in this notice.

1. Advance voting

A shareholder can exercise their shareholders’ rights at the Annual General
Meeting by voting in advance on certain items on the agenda of the Annual
General Meeting.

Advance voting will commence on 3 March 2022 and end on 16 March 2022 at 23.59
EET.

Shareholders with shares registered with Euroclear Finland Oy in Finland

Each shareholder who is registered in the shareholders’ register of the Company
held by Euroclear Finland Oy as described under section 1 above can vote in
advance:

· electronically on the Company’s website: www.nordea.com/en/about
-us/corporate-governance/nordeas-general-meeting-2022 with Finnish banking ID,
· by e-mailing the advance voting form available on the Company’s website to:
nordea@computershare.se, or
· by regular mail by sending the advance voting form available on the
Company’s website to: Computershare AB, “Nordea’s AGM 2022”, Regus Luna House,
Mannerheimintie 12 B, 5. krs, 00100 Helsinki, Finland.

Shareholders with shares registered with Euroclear Sweden AB in Sweden

Each shareholder who is registered in the shareholders’ register held by
Euroclear Sweden AB as described under section 2 above can vote in advance:

· electronically on the Company’s website: www.nordea.com/en/about
-us/corporate-governance/nordeas-general-meeting-2022 with Swedish banking ID,
· by e-mailing the advance voting form available on the Company’s website to:
nordea@computershare.se, or
· by regular mail by sending the advance voting form available on the
Company’s website to: Computershare AB, “Nordea’s AGM 2022”, Box 5267, SE-102 46
Stockholm, Sweden.

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

Each shareholder who is registered in the shareholders’ register held by VP
Securities A/S as described under section 3 above can vote in advance:

· electronically on the Company’s website: www.nordea.com/en/about
-us/corporate-governance/nordeas-general-meeting-2022 with Danish banking ID,
· by e-mailing the advance voting form available on the Company’s website to:
nordea@computershare.se, or
· by regular mail by sending the advance voting form available on the
Company’s website to: Computershare AB, “Nordea’s AGM 2022”, Box 5267, SE-102 46
Stockholm, Sweden.

In connection with the advance voting, at least the following information is
requested: the shareholder’s name, personal identification number, e-mail
address, address, telephone number and information on a possible authorised
signatory. The personal data given 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 Bank Abp processes your
personal data, please visit www.nordea.com/en/privacy-policy.

If a shareholder exercises shareholders’ rights at the Annual General Meeting by
voting in advance and delivers advance votes in accordance with applicable
instructions to the Company before the due date of the advance voting, no other
separate notification of participation is required for the Annual General
Meeting. Shareholders cannot ask questions or make counterproposals through
advance voting, but instructions for shareholders on how to ask questions and
make counterproposals are set out below in Section 7 Right to request
information, counterproposals and other information.

Further instructions for advance voting will be available on the Company’s
website at www.nordea.com/en/about-us/corporate-governance/nordeas-general
-meeting-2022.

1. Proxy representative and powers of attorney

A shareholder of the Company may participate in the Annual General Meeting
through a proxy representative. Proxy representatives are required to vote in
advance in accordance with the instructions set out above in Section 4.

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate their right to represent the shareholder. When a
shareholder exercises their shareholders’ rights at the Annual General Meeting
through several proxy representatives representing the shareholder with shares
at different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in the proxy documents. Proxy
documents should be delivered to Computershare AB by using any of the addresses
set out above in Section 4 and they must arrive by 23.59 EET on 16 March 2022 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/en/about-us/corporate-governance/nordeas
-general-meeting-2022 on 3 March 2022 at the latest.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to exercise shareholders’
rights at the Annual General Meeting by virtue of such shares, based on which
they on the record date of the Annual General Meeting on 14 March 2022 would be
entitled to be registered in the shareholders’ register of the Company held by
Euroclear Finland Oy. The right to exercise shareholders’ rights at the Annual
General Meeting requires, in addition, that the shareholder on the basis of such
shares has been registered in the temporary shareholders’ register held by
Euroclear Finland Oy by 10.00 EET on 21 March 2022 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 the exercising of
shareholders’ rights at 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 exercise shareholders’ rights
at the Annual General Meeting in the temporary shareholders’ register of the
Company and vote in advance on behalf of the nominee registered shareholder by
the time stated above 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 Section 2 Shareholders with
shares registered with Euroclear Sweden AB in Sweden and Section 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/en/about-us/corporate-governance/nordeas-general-meeting-2022.

1. Right to request information, counterproposals and other information

Shareholders representing at least 1/100 of all outstanding shares in the
Company have the right to make counterproposals concerning matters on the agenda
of the Annual General Meeting to be voted on. Counterproposals shall be
delivered to the Company to the e-mail address AGM@nordea.com by 16.00 EET on 2
March 2022 at the latest. Shareholders shall in connection with the
counterproposal present a statement of their shareholding in the Company. The
counterproposal is admissible for consideration at the Annual General Meeting if
the shareholders who have made the counterproposal have the right to attend the
meeting and on the record date of the Annual General Meeting represent at least
1/100 of all outstanding shares in the Company. Votes cast for non-admissible
counterproposals will not be recorded at the meeting. The Company will publish
the counterproposals eligible for voting on the Company’s website at
www.nordea.com/en/about-us/corporate-governance/nordeas-general-meeting-2022 on
3 March 2022 at the latest.

Shareholders have the right to ask questions and request information with
respect to the matters to be considered at the meeting pursuant to Chapter 5,
Section 25 of the Finnish Companies Act by sending e-mail to the address
AGM@nordea.com by 10 March 2022 at the latest. Shareholders shall in connection
with their submission present a statement of their shareholding in the Company.
Nordea Bank Abp will, as of 15 March 2022, publish the questions received in
advance of the meeting, as well as the responses to such questions in accordance
with Chapter 5, Section 25 of the Finnish Companies Act as well as the
counterproposals not eligible for voting on the Company’s website at
www.nordea.com/en/about-us/corporate-governance/nordeas-general-meeting-2022.

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/en/about-us/corporate-governance/nordeas-general-meeting-2022.

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 of
the Annual General Meeting, 24 February 2022, the total number of shares in the
Company is 3 892 983 149 which equals 3 892 983 149 votes.

Helsinki on 24 February 2022
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:

Matti Ahokas, Head of Investor Relations, +358 9 5300 8011

The information provided in this stock exchange release was submitted for
publication, through the agency of the contact person set out above, at 09.00
EET on 24 February 2022.
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.