Nordea’s Annual General Meeting decided on a directed issue of 2,679,168 C-shares to RBS and an authorisation to the Board of Directors to repurchase the C-shares. The issue and repurchase are part of the implementation of Nordea’s Long Term Incentive Programme 2012. Acquisition will be made during the period 27 April – 25 May 2012. Payment for acquired shares will be made in cash, and the price per share will be EUR 1 plus an administration fee. The price is expected to amount to approximately EUR 1.011 per share. Acquisition also includes a so-called interim share, designated by Euroclear Sweden AB as a “paid sub­scription share” (Swedish “BTA”) relating to a C-share. Nordea currently holds 18,003,281 own ordinary shares and no own C-shares or paid subscription shares relating to a C-share.

RBS has informed Nordea that it intends to accept the offer.

After all 2,679,168 C-shares have been acquired, the Board of Directors intends to convert them to ordinary shares.

 
For further information:
Steen Christensen, Group Human Resources, +45 3333 3049
Helena Östman, Group Identity and Communications, +46 8 614 84 64
 

The information in this press release is such that Nordea shall announce publicly according to Act (1991:980) regarding trading with financial instruments and/or Act (2007:528) regarding the securities market.

CEO Christian Clausen’s comment to the report:
“Nordea’s strong business momentum continues. We welcomed 22,000 new relationship customers from outside the bank, our new apps more than doubled the number of active mobile bank customers and we strengthened our market-leading position with the largest corporates in the Nordic countries.

Profitability is maintained at a high level, with ROE close to 12%. It is encouraging to see our earnings power despite low interest rates, slow growth and the comprehensive change agenda we are pursuing to build the future bank business model.

Costs are kept under strict control and we have continued to build a stronger capital position and balance sheet. In the quarter, our core tier 1 capital ratio increased by 0.4 %-point to 11.6%.”
(For further viewpoints, see CEO comments, page 2)

First quarter 2012 vs first quarter 2011 (first quarter 2012 vs fourth quarter 2011):

• Net interest income up 7% (largely unchanged)
• Operating profit up 3% (up 1%)
• Core tier 1 capital ratio increased to 11.6% excluding transition rules from 10.7%
  (up from 11.2% in the fourth quarter)
• Cost / income ratio unchanged at 50% (up from 49% in the fourth quarter)
• Net loan losses down to 26 basis points from 31 basis points
  (down from 33 in the fourth quarter)
• Return on equity 11.7%, down from 12.0% in the first quarter 2011
  (down from 12.3% in the fourth quarter)

Currency rates used for DKK, NOK and SEK for the first quarter 2012 are for income statement items 7.44, 7.59 and 8.85 respectively.

For further information:
Christian Clausen, President and Group CEO, +46 8 614 7804
Fredrik Rystedt, Group CFO, +46 8 614 7812
Rodney Alfvén, Head of Investor Relations, +46 8 614 7880 (or +46 72 235 05 15)
Jan Larsson, Head of Group Identity & Communications, +46 8 614 7916 (or +46 70 593 34 12)

Go to IR Report pages

The press release will be published approximately 7.00 CET.

Press and analyst conference
Time: 9.30 CET
Place: Regeringsgatan 59, Stockholm

Christian Clausen, President and Group CEO, will present the results and answer questions. The press and analyst conference as well as the following analyst meeting is conducted in English and can be viewed live on www.nordea.com where you will also be able to find the presentation material.

International telephone conference for analysts
Time: 15.30 CET
To participate: dial +44 (0)20 7784 1036, confirmation code 4158737# latest ten minutes prior (15.20 CET).

Christian Clausen, President and Group CEO, Fredrik Rystedt, Group CFO, Ari Kaperi, Group CRO, and Rodney Alfvén, Head of Investor Relations, will participate. After brief management presentations a more detailed Q&A session will follow.

After the telephone conference an indexed on demand replay will be available on www.nordea.com. A replay will also be available through 1 May by dialling +44 (0)20 7111 1244 access code is 4158737#.

Analyst and investor presentation in London on 25 April
Time: 08.00 local time
Place: J.P. Morgan Cazenove Offices, 10 Aldermanbury, London EC2V 7RF

Fredrik Rystedt, Group CFO, Ari Kaperi, Group CRO, Rodney Alfvén, Head of Investor Relations, and Andreas Larsson, Senior IR Officer, will be present. The presentation, including Q&A, is expected to last approximately one hour.

To attend: please contact Amy Youlden at amy.r.youlden@jpmorgan.com (+44 (0)207 134 91 38).

 
For further information:
Rodney Alfvén, Head of Investor Relations, +46 8 614 7880
Jan Larsson, Head of Group Identity & Communications, +46 8 614 7916

Safe havens
During the crisis, the Nordic countries have enjoyed safe-haven status in financial markets not least due to sound public finances and – with the exception of Finland – substantial current account surpluses. This will also be the case going forward, as the Nordic EU countries have a strong track record in terms of fiscal discipline and reforms to improve fiscal policy sustainability.

Norway has become the Nordic growth comet, not least thanks to a strong trend in domestic demand. However, a sharp increase in the labour force will prevent any significant drop in unemployment. Inflation will remain low and wage growth will be relatively moderate. Norges Bank may therefore keep interest rates low into 2013 – thus preventing the NOK from appreciating sharply. In 2013 when the global growth outlook improves and the market gradually starts to factor in interest rate hikes in other countries, Norges Bank can begin a cautious rate hiking cycle.

The strong expansion of the Swedish economy ended in late 2011 when exports contracted, investments flattened out and cautious households increased savings. The slowdown reduces demand for labour and the unemployment rate looks set to rise over 8% in late 2012. Public finances are balancing, but will turn negative along with weak growth. Inflationary pressures are modest and will ease further. Therefore the Riksbank continues to cut rates to mitigate the economic deceleration. Improved global demand will lift exports later this year. From mid-2012 the economy will expand again, posting decent growth figures and increasing employment during 2013 when the Riksbank will start hiking rates again.

The Danish economy is improving: unemployment is declining, consumers are more positive, expectations for the future in the manufacturing sector are steadily rising and exports are higher than ever. Against this background, we reiterate our December forecast of an overall expansion of the Danish economy of 1¼% this year, rising to 1¾% in 2013. The biggest challenge to the Danish economy is no doubt the housing market, as the sharp house price declines in Q4 are a cause for concern. However, in a long-term perspective house prices are back at a “fair” level and we therefore expect the housing market to stabilise throughout 2012.

Economic activity in Finland is expected to dampen in H1 2012 and start picking up again in H2 2012. The risk of a new recession has diminished and we have raised our growth forecasts slightly to 0.5% in 2012 and 2% in 2013. Subdued growth this year hinges on domestic demand and slightly increasing consumption in particular. In 2013 net exports will expand following the anticipated recovery of the most important export areas and boost the economy along with domestic demand. Moderate growth will weaken employment this year, restrain the accrual of tax revenues and make it more challenging to narrow the public sector financial deficit.

Here you can read the full report.

For further information:
Helge J. Pedersen, Global Chief Economist, + 45 33 33 31 26

Today’s Annual General Meeting (AGM) of Nordea Bank AB (publ) approved the income statement and balance sheet for 2011 and decided on a dividend of 0.26 euro per share and that the record date for dividend would be 27 March 2012. The Board of Directors and the President and Group CEO were discharged from liability for the year 2011. Peter F Braunwalder was elected new member of the Board of Directors. The AGM approved the Board of Directors’ proposals for guidelines for remuneration to executive officers and long-term incentive programme.

Election of board members
Björn Wahlroos, Stine Bosse, Marie Ehrling, Svein Jacobsen, Tom Knutzen, Lars G Nordström, Sarah Russell and Kari Stadigh were re-elected as board members for the period until the end of the next AGM and Peter F Braunwalder was elected as new board member for the same period. Björn Wahlroos was re-elected as chairman of the Board of Directors.

At the subsequent constituent board meeting Marie Ehrling was elected as deputy chairman of the Board of Directors, and it was announced that the following persons are employee representatives: Kari Ahola, Ole Lund Jensen, Steinar Nickelsen and Lars Oddestad (deputy).

Election of auditors
KPMG AB was re-elected auditors for the period until the end of the next AGM.

Remuneration
The AGM resolved an unchanged remuneration to the board members amounting to 252,000 euro for the chairman, 97,650 euro for the deputy chairman and 75,600 euro for the other members. In addition, remuneration will be paid for committee work in the three board committees amounting to 16,600 euro for the committee chairmen and 12,900 euro for the other members. Remuneration is not paid to members who are employees of the Nordea Group.

Fees to the auditors will be payable according to approved invoice.

Establishment of nomination committee
The AGM decided to establish a nomination committee that will present proposals to the next AGM concerning board members, chairman of the Board of Directors and auditor, as well as remuneration to these. The nomination committee will consist of the chairman of the Board of Directors and four other members that are appointed by the four largest shareholders in Nordea in terms of voting rights at 31 August 2012.

Acquisition of own shares in securities operations
The AGM decided that Nordea may purchase own shares in order to facilitate its securities operations. The holding of such shares may not at any time exceed one per cent of the total number of shares in Nordea.

Guidelines for remuneration to executive officers
The AGM decided on guidelines for remuneration to executive officers (the President and Group CEO and other members of Group Executive Management). Nordea shall maintain remuneration levels and other employment conditions needed to recruit and retain executive officers with competence and capacity to deliver according to Nordea’s short- and long-term targets. Annual remuneration consists of a fixed salary part and a variable salary part. The fixed salary is paid for satisfactory performance. The variable salary part is offered to reward performance meeting agreed predetermined targets on group, business unit and individual level. The effect on long-term results is to be considered when determining the targets. The variable salary part shall as a general rule not exceed 35 per cent of the fixed salary. The variable salary part shall be paid in the form of cash and shares/share price-related payment and be subject to retention, deferral and forfeiture clauses.

Remuneration of executive officers will be decided by the Board of Directors in accordance with Nordea’s internal policies and procedures, which are based on the Swedish Financial Supervisory Authority’s regulations on remuneration systems, EU’s directive on capital requirements for banks as well as international sound compensation practices.

Long Term Incentive Programme
The AGM resolved on a Long Term Incentive Programme 2012 (“LTIP 2012″) comprising up to 400 managers and other key employees in the Nordea Group.

The programme, which is share- and performance-based, requires an initial investment by the participants, has performance measurement over three years and a cap. According to the programme the remuneration is given in the form of matching and performance shares free of charge.

In order to implement the Long Term Incentive Programme in a cost-efficient and flexible manner, the AGM decided to hedge the financial exposure by way of a combination of reallocation of 6,680,832 shares from the hedge of LTIP 2007-LTIP 2009 to LTIP 2012 and a directed cash issue of 2,679,168 convertible C shares, to authorise the Board of Directors to repurchase the C shares and, after conversion to ordinary shares, to convey the ordinary shares to the participants in LTIP 2012. In order to cover certain costs, mainly social security costs, a maximum of 1,560,000 of the C shares reallocated and repurchased, and converted to ordinary shares for LTIP 2012, respectively, may also be conveyed on a regulated market, as has been the case for previous programmes.

 
For further information:
Jan Larsson, Head of Group Identity & Communications, +46 8 614 79 16
Rodney Alfvén, Head of Investor Relations, +46 8 614 78 52

 
The information in this press release is such that Nordea shall announce publicly according to Act (1991:980) regarding trading with financial instruments and/or Act (2007:528) regarding the securities market.

Nordea and Tryg have cooperated for more than ten years. The current partnership agreement is to be renegotiated before it terminates in mid-2013. To ensure the best agreement for both companies and their customers, Nordea and Tryg have agreed each to benchmark the current agreement in the market.

Tryg’s non-life insurance products are offered by Nordea in the four Nordic countries and Nordea’s life and pensions products are offered by Tryg in Denmark and Norway.

The partnership agreement between Nordea and Tryg will continue unaffected until the agreement expires in mid-2013.

For further information:
Jan Larsson, Head of Group Identity & Communication, +46 8 614 7916

Nordea’s vision is to be a Great European bank, acknowledged for its people, creating superior value for customers and shareholders. We are making it possible for our customers to reach their goals by providing a wide range of products, services and solutions within banking, asset management and insurance. Nordea has around 11 million customers, approx. 1,400 branch offices and is among the ten largest universal banks in Europe in terms of total market capitalisation. The Nordea share is listed on the NASDAQ OMX Nordic Exchange in Stockholm, Helsinki and Copenhagen.

www.nordea.com

Nordea today publishes its annual report on Nordea.com.

The annual report shows, among other things, that the number of gold and private banking customers has increased during 2011. In the Household segment Nordea welcomed 140,000 new gold customers. Among companies Nordea strengthened its role as the leading relationship bank among large and multi-national companies in the Nordic countries. The increased business volume has resulted in the highest income ever.

Nordea has during the year focused on increased efficiency to mitigate the effects of the new regulations on the customers. The cost development decelerated in the second half of the year, and costs in the fourth quarter were lower than in the corresponding quarter of the previous year. Net loan losses in 2011 were somewhat lower than in 2010. Operating profit of EUR 3.5 billion is in line with the level established in recent years.

Return on equity was around 11 per cent for 2011. Capital adequacy has increased during the year, and the core tier 1 capital ratio is over 11 per cent. The solid financial development has been important for Nordea’s ability to maintain a strong funding position. In total the bank issued EUR 32 billion in long-term bonds during the year.

- 2011 has been an important year for Nordea. We started the year with strong business development, which has been used to implement necessary measures to enable us to mitigate the effects of the new regulations on our customers. Our initiatives to reduce costs and increase capital efficiency will enable us to continue to offer the customers a secure bank with good advisory services and competitive prices, says Christian Clausen.

The annual report also presents the remuneration to executive management for 2011. As announced at the annual general meeting in 2011 the CEO’s fixed salary increased to SEK 10.5 million per annum, with a variable salary part which for 2011 amounted to just over 25% of the fixed salary and a unchanged pension of approximately 50 % of the fixed salary. The total remuneration, including benefits, is in line with Nordic companies of the same size and is considerably lower than European banks of Nordea’s size.

- Nordea is now one of the very largest banks in Europe. After three years without any salary increase the CEO’s salary was adjusted in the beginning of 2011 to a level which is market-oriented but far from market-leading, in accordance with Nordea’s policy, says Marie Ehrling, chairperson of the board of directors’ remuneration committee and deputy chairman of the board.

For further information:
Jan Larsson, Head of Group Identity and Communications, +46 8 614 79 16

Nordea’s vision is to be a Great European bank, acknowledged for its people, creating superior value for customers and shareholders. We are making it possible for our customers to reach their goals by providing a wide range of products, services and solutions within banking, asset management and insurance. Nordea has around 11 million customers, approx. 1,400 branch offices and is among the ten largest universal banks in Europe in terms of total market capitalisation. The Nordea share is listed on the NASDAQ OMX Nordic Exchange in Stockholm, Helsinki and Copenhagen.
www.nordea.com

The board of directors of Nordea Bank AB (publ) summons shareholders to the Annual General Meeting on Thursday 22 March 2012 at 13.00 in Aula Magna, Stockholm University in Stockholm according to the attached notice.

The notice is published in Post- och Inrikes Tidningar and at www.nordea.com.

An announcement that notice has been given will be published in Dagens Nyheter and Svenska Dagbladet on 16 February 2012. Information about the Annual General Meeting is published on the same day in Berlingske Tidende, Jyllands-Posten, Helsingin Sanomat and Hufvudstadsbladet.

 
For further information:
Jan Larsson, Head of Group Identity and Communications, +46 8 614 79 16
Rodney Alfvén, Head of Investor Relations, +46 8 614 78 80

The shareholders of Nordea Bank AB (publ) are hereby summoned to the Annual General Meeting on Thursday 22 March 2012

The annual general meeting will be held at 13.00 in Aula Magna, Stockholm University, Frescativägen 6, Stockholm.

Registration of participation at the annual general meeting will be terminated at the opening of the annual general meeting.

The premises will open at 11.00 and at 12.00 the executive management will hold an information meeting and will answer questions from the shareholders.

Requirements for the right to participate in the annual general meeting and instructions for notification

Shareholders who wish to participate in the annual general meeting shall be entered in the share register maintained by the Swedish Securities Register Center (Euroclear Sweden AB) not later than 16 March 2012 and notify Nordea Bank AB (publ) (the “Company”) thereof according to the instructions set out below.

Shareholders whose shares are held in trust therefore must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB in Sweden to be entitled to participate at the annual general meeting. This applies to for example shareholders who are holders of Finnish Depository Receipts in Finland and shareholders who are holders of shares registered in VP Securities in Denmark. Such re-registration must be completed at Euroclear Sweden AB in Sweden by 16 March 2012. This means that the shareholder shall, in good time prior to this date, inform the trustee about this.

Holders of shares registered with Euroclear Sweden AB in Sweden
Notification of participation in the annual general meeting shall be made at the latest on 16 March 2012 preferably before 13.00 Swedish time to Nordea Bank AB (publ), c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or by telephone +46 8 402 90 64, or at the Company’s web site www.nordea.com.

Holders of Finnish Depository Receipts (FDRs) in Finland
Request for re-registration in one’s own name and notification of participation in the annual general meeting shall be made at the latest on 15 March 2012 at 12.00 noon Finnish time to Nordea Bank AB (publ), c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or by telephone +46 8 402 90 64, or at the Company’s web site www.nordea.com.

Shareholders whose shares are registered in the shareholders’ own names in the share register maintained by Euroclear Sweden AB in Sweden may also notify their participation in the annual general meeting later, however not later than 16 March 2012 preferably before 14.00 Finnish time in the above-mentioned manner.

Holders of shares registered with VP Securities in Denmark
Request for re-registration in one’s own name and notification of participation in the annual general meeting shall be made at the latest on 15 March 2012 at 12.00 noon Danish time to Nordea Bank AB (publ), c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or by telephone +46 8 402 90 64, or at the Company’s web site www.nordea.com.

Shareholders whose shares are registered in the shareholders’ own names in the share register maintained by Euroclear Sweden AB in Sweden may also notify their participation in the annual general meeting later, however not later than 16 March 2012 preferably before 13.00 Danish time in the above-mentioned manner.

Number of shares and votes etc.

The total number of shares and votes in the Company amounts to 4,047,272,751. The Company’s holding of own shares amounts to 18,003,281.

The board of directors’ and CEO’s duty to provide information

Upon request by any shareholder and where the board of directors believes that such may take place without significant harm to the Company, the board of directors and CEO shall provide information at the annual general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda, and any circumstances which may affect the assessment of the Company’s financial position. The duty to provide information also applies to the Company’s relationship to other group companies as well as the group accounts and subsidiaries’ circumstances.

Other information

Representation by proxy
Shareholders who are represented by proxy shall issue a written, dated proxy for the representative. The proxy is valid for maximum five years after its execution. Such proxy form can be obtained from the Company by telephone +46 8 402 90 64 or at Smålandsgatan 17, Stockholm and is also available at the Company’s web site www.nordea.com. The proxy in original should be presented to the Company at the above-mentioned address for notification in good time prior to the annual general meeting. If the proxy is issued by a legal entity, a certified copy of the registration certificate or an equivalent certificate of authority shall be submitted.

It should be noted that shareholders that are present through a representative by proxy must notify the Company of their participation according to the instructions set out above and also be entered in the share register maintained by Euroclear Sweden AB in Sweden not later than 16 March 2012.

Advisers
Shareholders or their proxies may bring at most two advisers to the annual general meeting. An adviser to a shareholder may be brought to the annual general meeting only if the shareholder gives notice to the Company of the number of advisers in the manner mentioned above in connection with the shareholder’s notification of participation.

______________________

Proposed agenda
1.       Election of a chairman for the general meeting
2.       Preparation and approval of the voting list
3.       Approval of the agenda
4.       Election of at least one minutes checker
5.       Determination whether the general meeting has been duly convened
6.       Submission of the annual report and consolidated accounts, and of the audit report and the group audit report
          In connection herewith: speech by the Group CEO
7.       Adoption of the income statement and the consolidated income statement, and the balance sheet and the consolidated balance sheet
8.       Decision on dispositions of the Company’s profit according to the adopted balance sheet
9.       Decision regarding discharge from liability for the members of the board of directors and the CEO
          (The auditor recommends discharge from liability)
10.     Determination of the number of board members
11.     Determination of the number of auditors
12.     Determination of fees for board members and auditors
13.     Election of board members and chairman of the board
14.     Election of auditors
15.     The nomination committee’s proposal for a resolution on the establishment of a   nomination committee
16.     The board of directors’ proposal for a resolution on the purchase of own shares according to chapter 7 section 6 of the Swedish Securities Market Act (lagen (2007:528) om värdepappersmarknaden)
17.     Resolution regarding the guidelines for remuneration to the executive officers
18.     The board of directors’ proposal for a resolution on a Long Term Incentive Programme
          a) Long Term Incentive Programme
          b) Conveyance of shares under the Long Term Incentive Programme
19.     The shareholder Hygade ApS’ proposal that the annual general meeting decides to recommend to the board of directors to improve the moral profile of Nordea and to express a more positive attitude towards customers by the following measures:
1. Wages in Nordea should not in any way be dependent of the economic result of Nordea.
2. All fees for board members should be reduced by 20%.
3. Wages on management and group level should be reduced by 10-20%.
4. Moral and fairness issues should be themes for measuring that can impact the wage structure in Nordea on a medium term horizon.
5. That employees’ advice to customers should be measured in relation to their success rate – seen from the customers’ point of view – going forward.

______________________

Decision proposals etc

1.       Election of a chairman for the general meeting

The nomination committee’s proposal: Claes Beyer, member of the Swedish Bar Association.

8.       Dispositions of the Company’s profit according to the adopted balance sheet

The board of directors and the CEO propose a dividend of 0.26 euro per share, and further, that the record date for dividend should be 27 March 2012. With this record date, the dividend is scheduled to be sent out by Euroclear Sweden AB on 3 April 2012.

10.     Determination of the number of board members

The nomination committee’s proposal: The number of board members shall, for the period until the end of the next annual general meeting, be nine.

11.     Determination of the number of auditors

The nomination committee’s proposal: The number of auditors shall, for the period until the end of the next annual general meeting, be one.

12.     Determination of fees for board members and auditors

The nomination committee’s proposal: The fees for the board of directors shall be unchanged, amounting to 252,000 euro for the chairman, 97,650 euro for the vice chairman and 75,600 euro per member for the other members. In addition, fees shall be payable for committee work in the remuneration committee, the audit committee and the risk committee amounting to 16,600 euro for the committee chairman and 12,900 euro for the other members. Remuneration is not paid to members who are employees of the Nordea Group.

The nomination committee’s proposal: Fees to the auditors shall be payable as per approved invoice.

13.     Election of board members and the chairman of the board

The nomination committee’s proposal: For the period until the end of the next annual general meeting Björn Wahlroos, Stine Bosse, Marie Ehrling, Svein Jacobsen, Tom Knutzen, Lars G Nordström, Sarah Russell and Kari Stadigh shall be re-elected as board members and Peter F Braunwalder shall be elected as board member. For the period until the end of the next annual general meeting Björn Wahlroos shall be re-elected chairman.

The shareholder Hygade ApS’ proposal: For the period until the end of the next annual general meeting Jörgen Gade Hyldgaard shall be elected as board member.

14.     Election of auditors

The nomination committee’s proposal: For the period until the end of the next annual general meeting KPMG AB shall be re-elected auditor.

15.     Establishment of a nomination committee

The nomination committee’s proposal: The general meeting decides to establish a nomination committee with the task to present at general meetings, where election shall take place of board member and/or chairman of the board and/or auditor and/or decision shall be made regarding fees for board members and/or auditor, proposals to the general meeting for such decisions. The nomination committee shall consist of the chairman of the board of directors and four other members. The committee shall elect its chairman among themselves. The chairman of the board may not serve as chairman of the nomination committee. Shareholders with the four largest shareholdings in terms of voting right in the Company shall be entitled to appoint one member each. Changes in the composition of the committee may take place owing to shareholders, which have appointed a member to the committee, selling all or parts of their shareholdings in Nordea. The nomination committee is entitled to co-opt members to the committee, who are appointed by shareholders that, after the constituting of the committee, have come to be among the shareholders with the four largest shareholdings in terms of voting rights in the Company and that have not already appointed a member to the committee. Such co-opted members do not participate in the nomination committee’s decisions. The nomination committee is moreover entitled to co-opt a maximum of three persons who in respect of the work of the committee possess the required knowledge and experience of the social, business and cultural conditions that prevail in the regions and market areas in which the Group’s main business operations are conducted. Such co-opted members do not participate in the nomination committee’s decisions. Such co-opted members are entitled to remuneration from the Company for work carried out as well as compensation for costs incurred, as decided by the committee. The nomination committee will be constituted on the basis of the known shareholding in the Company as per 31 August 2012.

16.     Purchase of own shares according to chapter 7 section 6 of the Swedish Securities Market Act (lagen (2007:528) om värdepappersmarknaden)

The board of directors’ proposal: The general meeting resolves that the Company, in order to facilitate its securities business, up until the next annual general meeting, may purchase own ordinary shares according to chapter 7 section 6 of the Swedish Securities Market Act (lagen (2007:528) om värdepappersmarknaden). However, with the limitation that the Company’s holding of such shares in the trading book must never exceed one per cent of the total number of shares in the Company. The price for the ordinary shares shall equal the market price prevailing at the time of the acquisition.

17.     Guidelines for remuneration to the executive officers

The board of directors’ proposal: Nordea shall maintain remuneration levels and other employment conditions needed to recruit and retain executive officers with competence and capacity to deliver according to Nordea’s short and long term targets. Remuneration of executive officers will be decided by the Board of Directors in accordance with Nordea’s internal policies and procedures, which are based on the Swedish Financial Supervisory Authority’s (SFSA) regulations on remuneration systems, EU’s directive on capital requirements for banks as well as international sound compensation practices. Salaries and other remuneration in line with market levels is the overriding principle for compensation to executive officers. Compensation to the executive officers shall be consistent with and promote sound and effective risk management and not encourage excessive risk-taking or counteract Nordea’s long term interests. Annual remuneration consists of a fixed salary part and a variable salary part. Fixed salary is paid for satisfactory performance. Variable salary part is offered to reward performance meeting agreed predetermined targets on Group, business unit and individual level. The effect on the long term result is to be considered when determining the targets. The variable salary part shall as a general rule not exceed 35 per cent of fixed salary. In accordance with international principles guaranteed variable salary part is to be exceptional and may only occur in the context of hiring a new executive officer and then be limited to the first year. The variable salary part shall be paid in the form of cash and shares/share-price related payment and be subject to retention, deferral and forfeiture clauses based on the SFSA’s regulations on remuneration systems, taking account of domestic rules and practices where relevant. A Long Term Incentive Programme is proposed. The programme, which is share and performance-based, has performance measuring over three years, a cap and requires initial investment by the participants. According to the programme the remuneration is proposed to be given in the form of matching and performance shares free of charge. Compared to last year’s programme the performance conditions are proposed to be based on risk-adjusted return on capital at risk and the ratio tangible price to book. The executive officers will be invited to join the Long Term Incentive Programme and due to their influence on the long term development of Nordea, the conditions for participation and outcome differ compared to other participants. If the AGM does not approve a Long Term Incentive Programme, the variable salary part to executive officers may be increased and shall as a general rule not exceed 50 per cent of fixed salary. Non-monetary benefits are given as a means to facilitate executive officers’ performance and are determined by what is considered fair in relation to general market practice. The executive officers shall be offered retirement benefits in accordance with market practice in the country of which they are permanent residents. Notice and severance pay in total shall not exceed 24 months of fixed salary.

Any potential undertaking or commitment made by Nordea against a state or public authority in any guarantee agreement or any similar agreement which affect the remuneration of executive officers will be observed.

The above guidelines shall include the CEO and the executives reporting directly to him also being members of Group Executive Management. The Board of Directors may deviate from the guidelines stated above, if there in a certain case are special reasons for this.

18.     Long Term Incentive Programme

a)       Long Term Incentive Programme

Long Term Incentive Programme 2012
The Board’s main objective with the proposal of a Long Term Incentive Programme 2012 (“LTIP 2012”) is, as was the case with the five previous programmes implemented in 2007-2011, to strengthen Nordea’s capability to retain and recruit the best talents for key leadership positions. The aim is further to stimulate the managers and key employees whose efforts have direct impact on Nordea’s result, profitability and long-term value growth, to increased efforts by aligning their interests and perspectives with those of the shareholders.

In order to participate in LTIP 2012 the employees have to hold Nordea shares. The shares could be previously held or purchased in the market before entering into the LTIP 2012 agreement (“Saving Shares”). For each Saving Share, Nordea shall, free of charge, allot a certain number of matching shares and performance shares (performance share I and performance share II) based on certain conditions. Allotment will take place after the period commencing on the 25 April 2012 and ending in conjunction with the release of the interim report for January-March 2015 (“Vesting Period”). For Nordea Group Executive Management (“GEM”) and certain other employees within the group of employees defined as identified staff a deferral period of 3-5 years is required by applicable laws and regulations and parts of the allotment under LTIP 2012 may thus be postponed accordingly (the “Deferral Period”). The number of Saving Shares held within LTIP 2012 by each participant may not exceed a number equivalent to 10 per cent of the participant’s base salary (for GEM the number is 15 per cent) by yearend 2011 divided by the average share price of the Nordea share during December 2011.

Terms and conditions

Allotment of matching shares, performance shares I and performance shares II is governed by the following terms and conditions:

• the participant must, with certain exemptions, remain employed within the Nordea Group during the entire Vesting Period and all Saving Shares must be retained during this period,
• the participant has no right to pledge, dispose or transfer the entitlement to allotment of Nordea shares or execute any shareholders’ rights during the Vesting Period including, if applicable, the Deferral Period,
• the fulfilment of the performance conditions set out below to be entitled to allotment of performance shares I and II,
• allotment will take place free of charge after the Vesting Period, however, no later than 14 calendar days after the publication of Nordea’s interim report for January-March 2015 and, if applicable, pro-rata during the Deferral Period,
• dividends paid on the underlying Nordea share will increase the number of shares that each participant may be allotted after the Vesting Period and, if applicable, pro-rata during the Deferral Period,
• the participant’s maximum profit of the LTIP 2012 will be calculated at the end of the Vesting Period and shall not exceed the participant’s annual base salary by yearend 2011,
• prohibition to enter into personal hedging and insurance arrangements for certain financial effects during the Vesting Period and, if applicable, the Deferral Period, and
• retention period of up to twelve months on allotments under LTIP 2012 for certain identified staff as required by applicable laws and regulations.

The Board shall be responsible for preparing and deciding on the detailed terms and conditions for the LTIP 2012 in accordance with this proposal. To this end, the Board shall be entitled to make adjustments to the terms and conditions of LTIP 2012 to meet legal requirements. The Board may also make other adjustments if significant changes in the Nordea Group, or its operating environment, would result in a situation where the decided terms and conditions for the LTIP 2012 would become unsuitable. Any adjustments to the LTIP 2012 must however be within the limits of maximum number of shares and the calculated costs for the LTIP 2012. The Board may also reduce the number of shares to be allotted (including reducing to nil) if the allotment would be deemed unjustified given the performance of the Nordea Group, relevant business unit if applicable or the participant (forfeiture).

The Board shall also be entitled to recalculate RAROCAR due to a) new external regulations and requirements, including capital requirements in addition to what are so far announced b) deviations compared to forecasted effects from roll-out of already known regulatory approvals and c) model changes. The outcome of the recalculation has to be confirmed by Nordea’s external auditor.

The Board may delegate the power to prepare, decide on, amend or adjust the LTIP 2012 in accordance with the above to the Board Remuneration Committee.

Performance conditions
The entitlement to allotment of performance shares I and performance shares II is, in addition to the conditions mentioned above, subject to the fulfilment of certain performance conditions. These performance conditions relate to Nordea’s average risk-adjusted return on capital at risk (“RAROCAR”) and the ratio Price to tangible Book (“P/B”) compared to the correspondent P/B for currently 19 Nordic and European banks constituting Nordea’s peers as defined by the Board.  

Allotment and allocation
Each Saving Share entitles the participant to allotment of one matching share, a maximum of two performance shares I and a maximum of one performance share II. However, for identified staff, having to respect a Deferral Period and retention period as required by applicable laws and regulations, each Saving Share entitles the participant to allotment of one matching share, a maximum of three performance shares I and a maximum of one performance shares II.

In total, LTIP 2012 comprises a maximum of 9,360,000 Nordea shares, of which 1,800,000 consist of matching shares and 6,000,000 consist of performance shares I and performance shares II. The additional 1,560,000 shares relate to such shares that may be conveyed by Nordea in order to cover certain costs, mainly social security costs. The maximum number of ordinary shares comprised by LTIP 2012 amounts to approximately 0.23 per cent of the total number of outstanding ordinary shares.

The Board’s proposal: Referring to the above-mentioned description, the Board proposes that the annual general meeting adopts LTIP 2012.

Majority Requirement
The decision by the annual general meeting regarding LTIP 2012 is valid where supported by shareholders holding more than half of the votes cast at the annual general meeting.

b) Conveyance of shares under the Long Term Incentive Programme

Background
The Board intends to hedge the financial exposure of LTIP 2012 by way of a combination of reallocation from the hedge of LTIP 2007-2009 to LTIP 2012, since these shares no longer are required to secure Nordea’s obligations under LTIP 2007-2009, and a new issue of redeemable and convertible C-shares. The Board regards the alternative including a reallocation to LTIP 2012 from LTIP 2007-2009 and an issue of redeemable and convertible C-shares as the most cost-efficient and flexible arrangement for hedging the transfer of shares and covering certain costs, mainly social security costs, for LTIP 2012.

The Board’s proposal: With reference to the above, the Board proposes that the annual general meeting resolves on (i) issue of C-shares, (ii) acquisition of C-shares, (iii) reallocation of 6,680,832 shares from the hedge of LTIP 2007-2009 to LTIP 2012 and (iv) conveyance of shares under LTIPs 2008-2012 in accordance with the principal terms and conditions set out below.

1. Directed Cash Issue

Increase of Nordea’s share capital by maximum EUR 2,679,168 through an issue of 2,679,168 C-shares.

The issue will be effected on the following terms.

a)             The new shares shall – with deviation from the shareholders’ preferential right to subscribe for shares – be subscribed for only by a third party designated by Nordea.

b)            The new shares shall be issued at a price corresponding to the quotient value of the shares at the time of the subscription of the shares.

c)             The new shares shall be subscribed for during the period 27 April – 25 May 2012, with a right for the Board to extend the subscription period. Oversubscription is not permitted.

d)            Payment for shares subscribed for shall be effected at subscription of the shares.

e)             The new shares do not entitle to any dividend.

f)             The new shares will be subject to restrictions as set forth in Chapter 4, Section 6 (conversion provision) and Chapter 20, Section 31 (redemption provision) in the Swedish Companies Act (SFS 2005:551).

2.Authorisation for the Board to decide on a directed offer to acquire own shares

Authorisation for the Board to decide on acquisition of C-shares in Nordea on the following terms.

a)             Acquisition may be made through a public offer directed to all owners of C-shares in Nordea.

b)            The authorisation is valid and may be exercised until the annual general meeting 2013.

c)             The number of C-shares permitted to be acquired shall amount to 2,679,168.

d)            Acquisition of shares shall be made at a lowest price per share of 100 per cent and a highest price of 105 per cent of the quotient value, applicable at the time of the subscription of shares according to section 1 b) above.

e)             Payment for shares acquired shall be made in cash.

f)             The Board shall be authorised to establish additional terms for the acquisition.

g)             Acquisition shall also include a so called interim share, designated by Euroclear Sweden AB as a ”paid subscription share” (Sw. “BTA”) relating to a C-share.

3. Reallocation of shares

Reallocation of 856,549 ordinary shares from LTIP 2007, 1,000,897 ordinary shares from LTIP 2008 and 4,823,386 ordinary shares from LTIP 2009 to LTIP 2012.

4. Conveyance of own shares acquired

The Board intends, in accordance with provisions in the articles of association, to decide on conversion of all C-shares to ordinary shares.

Resolutions on conveyance of the Company’s own shares may be made on the following terms.

a)             Conveyance may be made only of ordinary shares in Nordea and a maximum of 7,800,000 shares may be conveyed to participants in LTIP 2012.

b)            Conveyance of shares shall be made without consideration at the time and on such additional terms and conditions that participants in LTIP 2012 are entitled to receive allotment of shares.

c)             Nordea shall have the right to, prior to the annual general meeting of Shareholders 2013, in order to cover certain costs, mainly social security costs:

• convey a maximum of 125,000 ordinary shares of the ordinary shares hedging Nordea’s obligations under LTIP 2008;
• convey a maximum of 125,000 ordinary shares of the ordinary shares hedging Nordea’s obligations under LTIP 2009;
• convey a maximum of 1,025,000 ordinary shares of the ordinary shares hedging Nordea’s obligations under LTIP 2010;
• convey a maximum of 1,050,000 ordinary shares of the ordinary shares, hedging Nordea’s obligations under LTIP 2011; and
• convey a maximum of 1,560,000 ordinary shares of the 9,360,000 ordinary shares, which, after conversion from C-shares and reallocation of 6,680,832 shares from the hedges of LTIP 2007-2009 to LTIP 2012, are proposed to hedge Nordea’s obligation under LTIP 2012.

Conveyance of the shares under this section 4 c) shall be effected at NASDAQ OMX Stockholm at a price within the price interval prevailing at each time for the share.

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The reasons for the deviation from shareholders’ preferential rights are the following. The issue of shares, the acquisition and the conveyance of own shares are integrated parts of the previously resolved LTIPs 2008-2011 and the now proposed LTIP 2012. Therefore, and in light of the above, the Board considers it to be to an advantage for Nordea and the shareholders that the participants in LTIP 2012 are offered to become shareholders in Nordea. For the purpose of minimising Nordea’s costs for LTIP 2012, the subscription price has been fixed at a price equivalent to the quotient value of the share.

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Majority Requirement
The Board’s proposal under item 18 b) sections 1-4 above, shall be viewed as one decision, and the decision by the annual general meeting is valid where supported by shareholders holding no less than 90 per cent of both the votes cast and the shares represented at the annual general meeting. The Board’s proposal pursuant to this item 18 b) is subject to that the Board’s proposal regarding the Long Term Incentive Programme has been approved by the annual general meeting ((item 18 a) above).

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The nomination committee comprises Torbjörn Magnusson, chairman of the committee, appointed by Sampo Plc as a shareholder, Kristina Ekengren, appointed by the Swedish state as a shareholder, Mogens Hugo, appointed by Nordea-fonden as a shareholder, Peder Hasslev, appointed by AMF as a shareholder, and Björn Wahlroos, chairman of the board of directors. The nomination committee has submitted proposals according to items 1 and 10-15 on the proposed agenda. A statement on the proposal regarding the board of directors is available on the Company’s web site www.nordea.com as from today and will be forwarded free of charge to shareholders requesting this report and stating their postal address.

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The accounts, the auditor’s report, the complete decision proposals regarding items 8 and 15-18 as well as documents pursuant to chapter 8 section 54, chapter 18 section 4 and chapter 19 section 22 of the Swedish Companies Act are available at the Company, address Smålandsgatan 17, Stockholm, Sweden as from 1 March 2012, and will be sent free of charge to shareholders requesting such information and stating their postal address. The documents will also be available on the Company’s web site www.nordea.com from the same date.

Stockholm, February 2012
Nordea Bank AB (publ)
The Board of Directors

The Nomination Committee of Nordea Bank AB (publ) was established by decision of the annual general meeting 2011 and comprises Torbjörn Magnusson, chairman of the Nomination Committee, appointed by Sampo plc, Kristina Ekengren, appointed by the Swedish government, Mogens Hugo, appointed by Nordea-fonden, Peder Hasslev, appointed by AMF, and Björn Wahlroos, chairman of the board of directors. Today the Nomination Committee announces its proposals to Nordea’s annual general meeting on 22 March 2012. The proposals will also be presented in the notice to attend the meeting.

Election of board members and chairman of the board
The Nomination Committee proposes re-election of all board members and election of Peter F Braunwalder as a new member. The Nomination Committee proposes re-election of Björn Wahlroos as chairman of the board.

Thus, the proposal is for Björn Wahlroos, Stine Bosse, Marie Ehrling, Svein Jacobsen, Tom Knutzen, Lars G Nordström, Sarah Russell and Kari Stadigh to be re-elected as board members until the end of the next annual general meeting and for Peter F Braunwalder to be elected as new member of the board for the same period. Further, the proposal is for Björn Wahlroos to be re-elected as chairman of the board until the end of the next annual general meeting.

Peter F Braunwalder proposed as new member of the board
Peter F Braunwalder was born in 1950. He holds an LLM and an MA in politics from the University of Bern. Peter F Braunwalder was chief executive officer of HSBC Private Bank in 2002-2008. Prior to this, he worked for UBS in 1982-2001 and held a number of managerial positions within investment banking and private banking. Peter F Braunwalder is chairman of the board of Thommen Medical AG and a member of the boards of Banque Heritage and the Menuhin Festival Gstaad. Peter F Braunwalder holds no shares in Nordea.

Independence pursuant to the Swedish code for corporate governance
Of the proposed board members, all members are considered independent in relation to the company and its management. Of the proposed board members, all members, except for Björn Wahlroos and Kari Stadigh, are considered independent in relation to the company’s major shareholders. At least two of the proposed board members who are independent in relation to the company and its management are thus also independent in relation to the company’s major shareholders.

The Nomination Committee’s judgment of independence is based on the following facts: Björn Wahlroos is chairman and Kari Stadigh is Group CEO and President of Sampo plc, which owns more than 10 per cent of all shares and votes in Nordea Bank AB (publ).

Election of auditors
The Nomination Committee proposes re-election of KPMG AB as auditors until the end of the next general meeting.

Fees to board members and auditors
The Nomination Committee proposes unchanged fees to board members, which means that the annual general meeting sets the fees to the board in the amount of EUR 252,000 to the chairman, EUR 97,650 to the deputy chairman and EUR 75,600 per member to the other members. In addition, remuneration will be paid for committee work in the remuneration committee, the audit committee and the risk committee in the amount of EUR 16,600 to the committee chairman and EUR 12,900 per member to the other committee members. Remuneration is not paid to members who are employees of the Nordea Group.

Fees to the auditors are proposed to be paid as per approved invoice.

Establishment of nomination committee
It is proposed that a new Nomination Committee be established with the task of presenting to the annual general meeting 2013 a proposal concerning election of board of directors, chairman of the board of directors and auditors and also fees to the board members and auditors.

For further information:
Torbjörn Magnusson, chairman of the Nomination Committee, +46 8 792 81 12

Nordea’s vision is to be a Great European bank, acknowledged for its people, creating superior value for customers and shareholders. We are making it possible for our customers to reach their goals by providing a wide range of products, services and solutions within banking, asset management and insurance. Nordea has around 11 million customers, approx. 1,400 branch offices and is among the ten largest universal banks in Europe in terms of total market capitalisation. The Nordea share is listed on the NASDAQ OMX Nordic Exchange in Stockholm, Helsinki and Copenhagen.
www.nordea.com

On Monday 13 February, Nordea will host a presentation on its Shipping, Offshore & Oil Services Division for analysts and business journalists, which will include a business update and market outlook.

The event will be held in Nordea’s headquarters at Smålandsgatan 17 in Stockholm at 11.00–12.00 CET and will also be broadcasted on www.nordea.com.

To participate in the event, please e-mail Carolina Brikho, Nordea Investor Relations, Carolina.brikho@nordea.com.

For further information:
Rodney Alfvén, Head of Investor Relations, +46 72 235 05 15
Henrik Edström, Press Secretary, +46 76 117 85 32

Nordea’s vision is to be a Great European bank, acknowledged for its people, creating superior value for customers and shareholders. We are making it possible for our customers to reach their goals by providing a wide range of products, services and solutions within banking, asset management and insurance. Nordea has around 11 million customers, approx. 1,400 branch offices and is among the ten largest universal banks in Europe in terms of total market capitalisation. The Nordea share is listed on the NASDAQ OMX Nordic Exchange in Stockholm, Helsinki and Copenhagen.

www.nordea.com