Nordea Bank AB

Remuneration Information • Jan 29, 2025

Nordea launches Long Term Incentive Plan for 2025-2027

Nordea launches Long Term Incentive Plan for 2025-2027

Nordea Bank Abp

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

the Exchange

29 January 2025 at 16.15 EET

Nordea Bank Abp's ("Nordea") Board of Directors has today decided to continue

the share-based Long Term Incentive Plan (LTIP) launched annually from 2020 for

a new performance period covering the financial years 2025-2027. It includes the

CEO and ten other members of the Group Leadership Team (GLT) and approximately

60 senior leaders.

Nordea wants to ensure that management incentives are aligned with the

shareholders' interests. In support of this, the Board has decided to continue

the share-based LTIP that has been approved and launched annually from 2020. The

LTIP for 2025-2027 will cover members of the GLT and approximately 60 senior

leaders and key employees whose efforts have a direct impact on Nordea's

results, profitability, customer vision and long-term growth.

As part of the LTIP, the members of the GLT and senior leaders will be allocated

conditional shares in 2025. These conditional shares have a three-year

performance period covering the financial years 2025-2027, with subsequent

deferral and retention periods according to applicable regulations.

The total maximum number of shares that can be granted to participants as part

of the LTIP 2025-2027 is 847,120 Nordea shares for the CEO and members of the

GLT, and a maximum of 1,000,000 Nordea shares for selected senior leaders

(approximately 60 participants). In 2028, based on Nordea's performance, the

maximum number of shares or a proportion of these will be granted to the

participants. Once shares are granted, if any, the first portion of the shares

is delivered in 2028, and the rest of the shares are deferred and delivered

annually in five equal portions during 2029-2033. Each share delivery is subject

to a 12-month retention period, during which the delivered shares cannot be sold

or otherwise disposed of.

The conditional allotment of shares for GLT members in 2025 will remain broadly

at the same levels as in 2024.

The estimated aggregate gross value of the LTIP 2025-2027 for the GLT and for

senior leaders, calculated on the basis of the average share price on the Nasdaq

Helsinki exchange yesterday, is approximately EUR 9.3 million.

The LTIP performance requirements have been set so that the maximum outcome will

require achieving exceptional financial and sustainability performance. The

assessment of performance during the LTIP performance period will be based on

the following performance criteria:

· Total shareholder return

· Cumulative adjusted earnings per share (aEPS)

· ESG scorecard: Lending, investments and internal operations emission

reduction, gender balance, fair treatment and credit profile

No shares will be granted if the participant's employment terminates before

confirmation of the award by the Board of Directors after the end of the

performance period. Share grants may be reduced in part or in full subject to

risk and compliance adjustments.

The LTIP shares will be delivered to the participants either through transfer of

own shares held by Nordea or by issuing new shares. Thus, the share delivery may

have a marginal dilutive effect on the Nordea share.

For further information:

Ilkka Ottoila, Head of Investor Relations, +358 95 300 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 16.15 EET on

29 January 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.