Today's Annual General Meeting (AGM) of Nordea Bank AB (publ) approved the Board
of Directors' proposals for dividend payment, authorisation on acquisition and
conveyance of own shares and guidelines for remuneration to executive officers.

The AGM approved the income statement and balance sheet for 2009. The general
meeting further decided on a dividend payment of 0.25 euro per share and that
the record date would be 30 March 2010. Payment is expected to take place on 8
April 2010. The Board of Directors and the President and Group CEO were
discharged from liability for the year 2009.

Election of board members

Hans Dalborg, Stine Bosse, Marie Ehrling, Svein Jacobsen, Tom Knutzen, Lars G
Nordström, Björn Savén and Björn Wahlroos were re-elected as board members for
the period up to the next AGM. Sarah Russell and Kari Stadigh were elected new
board members for the same period. Timo Peltola and Heidi M Petersen had
declined re-election. Hans Dalborg was re-elected as chairman of the Board of
Directors. At the subsequent constituent board meeting Björn Wahlroos 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).

Remuneration

The AGM decided that remuneration to the board members shall be unchanged at
252,000 euro for the chairman, 97,650 euro for the deputy chairman and 75,600
euro per member to other members. In addition, remuneration will be paid for
committee meetings, 2,370 euro to the committee's chairman and 1,840 euro to the
other members per meeting. Remuneration is not paid to members who are employees
of the Nordea Group.

Auditors' remuneration will be payable according to invoice.

Establishment of nomination committee

The AGM decided to establish a nomination committee that will present proposals
to the AGM concerning the election of board members, chairman of the Board of
Directors and auditor, as well as remuneration to the aforementioned. The
nomination committee will consist of the chairman of the Board of Directors and
four other members. The four largest shareholders in Nordea in terms of voting
rights are entitled to appoint one member each. The composition of the
nomination committee is determined on the basis of the share ownership on 31
August 2010.

Amendment of the articles of association

The AGM resolved to amend article 10 of the articles of association so that the
notice to attend the general meeting must be given by advertisement in the
Swedish Official Gazette and on the Nordea's web site. That the notice has been
given must be advertised in Dagens Nyheter. The resolution to amend the articles
of association is conditional on an amendment regarding the way general meetings
are convened in the Swedish Companies Act.

Acquisition and conveyance of own shares

The Board of Directors was authorised, for the period until the next annual
general meeting, to decide on acquisitions of ordinary shares in Nordea on a
regulated market where Nordea's shares are listed or by means of an acquisition
offer directed to all holders of ordinary shares. Nordea's holding of own shares
may not at any time exceed ten per cent of the total number of shares in Nordea.

The purpose of acquisition of own shares is to facilitate an adjustment of
Nordea's capital structure to prevailing capital requirements and to facilitate
the use of own shares as payment for or financing of acquisition of companies or
businesses.

The Board of Directors was also authorised, for the period until the next annual
general meeting, to decide on conveyance of ordinary shares in Nordea to be used
as payment for or financing of acquisitions of companies or businesses.
Conveyance may be made in another way than on a regulated market.

Acquisition of own shares within securities operations

The AGM decided that Nordea, for the period until the next annual general
meeting, may purchase ordinary 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 approved the Board of Directors' proposal in respect of guidelines for
remuneration to executive officers (the 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.

Remuneration to 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 and general guidelines
on remuneration policy as well as international sound compensation practices. In
this context, the principles established by the Financial Stability Board and
the European Commission are of particular importance.

Fixed salary is paid for fully satisfactory performance. In addition, variable
salary part can be 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 a fixed salary. A
major part of the variable salary part shall be deferred with a minimum
deferment period and with claw back clauses.

Long Term Incentive Programme for managers and key employees

The AGM decided on a Long Term Incentive Programme 2010 (LTIP 2010) comprising
up to 400 managers and other key employees in the Nordea Group. Compared to
previous programmes, the vesting period of LTIP 2010 is extended from two to
three years. Besides, participants are allotted Nordea shares free of charge.

LTIP 2010 is a combined matching and performance programme, which requires the
participants to invest in Nordea shares. Remuneration, with a capped maximum
gain, depends, among other things, on the achievement of Nordea's financial
goals.

In order to implement the programme in a cost-efficient and flexible manner, the
AGM decided to hedge the programme by way of a directed cash issue of 5,125,000
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 2010. In order to cover certain costs, mainly social
security costs, a maximum of 3,475,000 of the C shares repurchased and converted
to ordinary shares for LTIP 2010 may, as has been the case for previous
programmes, be transferred to a regulated market.


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 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.


[HUG#1397751]





    Press release (PDF): http://hugin.info/1151/R/1397751/353495.pdf