Nordea's Annual General Meeting 2008

Today's Annual General Meeting (AGM) of Nordea Bank AB (publ)
approved the income statement and balance sheet for 2007. The meeting
decided on a dividend payment of 0.50 euro per share and that the
record date would be 8 April 2008. Payment is expected to take place
on 15 April 2008. The Board and the President and Group CEO were
discharged from liability for the year 2007. Stine Bosse, Svein
Jacobsen, Heidi M Petersen and Björn Wahlroos were elected new board
members.

Election of board members
Hans Dalborg, Marie Ehrling, Tom Knutzen, Lars G Nordström, Timo
Peltola, Ursula Ranin and Björn Savén were re-elected for the period
up the next AGM. Stine Bosse, Svein Jacobsen, Heidi M Petersen and
Björn Wahlroos were elected new board members for the same period.
Kjell Aamot, Harald Arnkværn, Birgitta Kantola and Claus Høeg Madsen
had declined re-election. Hans Dalborg was re-elected chairman of the
board. At the subsequent constituent meeting of the board Timo
Peltola was elected deputy chairman of the board and it was
registered that the employee representatives will be: Kari Ahola,
Bertel Finskas (deputy until 1 May 2008), Nils Q Kruse (deputy until
1 May 2008) and Steinar Nickelsen.

Stine Bosse was born 1960. She has a Master of Laws from the
University of Copenhagen. Stine Bosse has been Group CEO of TrygVesta
A/S since 2003. She served with TrygVesta's predecessor Tryg
Forsikring A/S during the years 1987-2001, inter alia as head of
Human Resources 1995-1999 and subsequently as Senior Vice President
1999-2002 when she was appointed Group CEO. Stine Bosse is chairman
of the boards of Forsikring & Pension and Hjertebarnsfonden (Danish
Heart Child Disease Foundation) and board member of Grundfos
Management A/S and Poul Due Jensens Fond.

Svein Jacobsen was born 1951. He has an MBA from Norwegian School of
Economics and Business  Administration and is a certified public
accountant. Svein Jacobsen worked for Tomra Systems 1984-1996, as CEO
1988-1996 and as director of finance 1984-1988. Before then he worked
as an auditor in various companies in Norway and the USA. Svein
Jacobsen is chairman of the board of Expert AS, Vensafe AS and Norse
Cutting & Abandonement AS. He is deputy chairman of the board of
Orkla ASA and Think Global AS and member of the Advisory Board in CVC
Capital Partners.

Heidi M Petersen was born 1958. She has a master's degree in
chemistry from the University of Trondheim. Heidi M Petersen was
managing director of Rambøll Future AS 2003-2007 and Future
Engineering AS 2000-2002. Before then she served as Vice President in
Kværner Oil & Gas AS Sandefjord 1997-2000 and in various managerial
posts with Gullfaks C oljerigg 1995-1997. Heidi M Petersen is
chairman of the board in Sandefjord Lufthavn AS. She is a board
member of Aker Kværner ASA, Norsk Hydro ASA, Glamox ASA, Nortech Fpso
ASA, Scan Geophysical ASA, Norwegian Energy Company ASA, Ocean
Heavylift ASA, Skagerak Energy AS, Arendals Fossekompani ASA and
Awilco Offshore AS.

Björn Wahlroos was born 1952. He is a Doctor of Economics from the
Swedish School of Economics in Helsinki. Björn Wahlroos has been
Group CEO and President of Sampo plc since 2001. He was chairman of
the management board of Mandatum Bank plc 1998-2000 and president of
Mandatum & Co Ltd 1992-1997. During the period 1985-1992 Björn
Wahlroos served with Union Bank of Finland, as executive vice
president and member of the executive committee 1989-1992, as member
of the management board 1987-1988 and as deputy member of the
management board 1985-1987. Before then he was visiting associate
 professor in Managerial Economics and Decision Sciences at Kellogg
Graduate School of Management, Northwestern University 1983-1984,
visiting assistant professor in economics at Brown University
1980-1981, professor and acting professor of economics at the Swedish
school of economics 1979-1985 and acting lecturer and assistant
professor in business administration at the Swedish school of
economics 1974-1979. Björn Wahlroos is chairman of the board in
UPM-Kymmene Oyj and board member in the Finnish Business and Policy
Forum EVA/ETLA and the Mannerheim Foundation.

Remuneration
The AGM decided that remuneration to the board members shall be
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 shall be paid for extraordinary board meetings in the
amount of 1,840 euro per meeting and for committee meetings 2,370
euro for the chairman of the committee and 1,840 euro for other
members per meeting. Remuneration will not be paid to members who are
employed by the Nordea Group.

Auditors' remuneration shall be payable according to invoice.

Establishment of nomination committee
The AGM decided to establish a nomination committee with the task,
for the period until the next annual general meeting, to present
proposals for decisions on the election of board members, chairman of
the board and auditor, as well as remuneration to the aforementioned.
The nomination committee shall consist of the chairman of the board
of directors and four other members. Shareholders with the four
largest shareholdings in Nordea shall be entitled to appoint one
member each. Changes in the composition of the nomination committee
may take place owing to shareholders, who have appointed a member to
the committee, selling all or parts of their shareholdings in Nordea.
The nomination committee is entitled to attach co-opted members
representing shareholders who after the constituting meeting of the
nomination committee are among Nordea's four largest shareholders.
The nomination committee can also 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. A co-opted member is
entitled to remuneration from the company for work carried out as
well as for costs incurred, as decided by the committee. The
nomination committee will be constituted on the basis of
shareholdings in the company as per 31 August 2008.The nomination
committee shall be entitled to employ, at the company's expense, a
recruitment consultant or any other resource that the committee finds
necessary in order to perform its duties.

Acquisition and conveyance of own shares
The AGM resolved to authorise the board of directors, for the period
until the next annual general meeting, to decide on acquisition of
shares in the company on a regulated market where the company's
shares are listed, or by means of an acquisition offer directed to
all shareholders in the company. Acquisitions may be made up to a
number not exceeding the equivalent of ten per cent of the total
number of shares in the company. Acquisition of shares in the company
on a regulated market may only be made within the price interval
registered at any time on a regulated market in question between the
highest purchase price and the lowest selling price. Acquisition of
shares in the company according to an acquisition offer directed
towards all shareholders may be made at a price which does not exceed
the stock exchange share price at the time of the offer with an
addition of 30 per cent at the highest. The aim of the acquisition of
own shares is to facilitate an adjustment of the company's capital
structure to prevailing capital requirements and to use own shares as
payment for or financing of acquisitions of companies or businesses.

The AGM furthermore resolved to authorise the board of directors, for
the period until the next annual general meeting of shareholders, to
decide on conveyance of shares in the company to be used as payment
in connection with acquisitions of companies or businesses or in
order to finance acquisitions of companies or businesses. Conveyance
of shares may be made in another way than on a regulated market up to
the number of shares in the company that at any time are held by the
company. Conveyance shall take place at an assessed market value and
may take place with deviations from the shareholders' preferential
right.

Acquisition of own shares within securities operations
The AGM resolved that Nordea, in its securities business, up until
the next annual general meeting of shareholders, may purchase own
shares, however, with the limitation that such shares must never
exceed one per cent of the total number of shares in the company. The
price for acquired shares shall equal the market price prevailing at
the time of the acquisition.

Amendment of the articles of association
In section 3 paragraph 2 item 13 of the articles of association it is
proposed that reference to the mentioned Act be changed to the
Swedish Securities Market Act (2007:528), since the Swedish
Securities Operations Act (1991:981) is no longer in effect.

Guidelines for remuneration to the executive officers
The AGM approved the following principles for remuneration and other
terms of employment for Group Executive Management (President and
Group CEO and other members of Group Executive Management). Nordea
maintains remuneration levels and other conditions needed to recruit
and retain members of Group Executive Management with competence and
capacity to deliver according to predetermined targets. Remuneration
and conditions in line with market levels are thus the overriding
principle for Group Executive Management compensation.

Fixed salaries are paid for fully satisfactory performance. In
addition variable remuneration can be offered to reward performance
meeting requirements in relation to clear objectives.  The variable
salary and incentive programmes shall as a general rule not exceed 35
per cent of the fixed salary and shall depend on the extent to which
predetermined objectives have been fulfilled, the level of customer
satisfaction and the level of return on equity achieved, income
growth or other financial targets, respectively.

Non-monetary benefits are given as a means to facilitate Group
Executive Management members' performance. The level of these
benefits is determined by what is considered fair in relation to
general market practice. The members of Group Executive Management
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' salary, apart
from the CEO who during the first two years of his employment has an
additional 6 months severance pay.

Long Term Incentive Programme for managers and key employees
The AGM 2007 decided to introduce a Long Term Incentive Programme
2007 ("LTIP 2007"). The programme was intended to be accompanied by
similar long-term incentive programmes in the coming years. The AGM
of 2008 resolved in this regard to introduce a Long Term Incentive
Programme 2008 ("LTIP 2008") based on the same principles as LTIP
2007 and also comprising up to 400 managers and other key employees
in the Nordea Group, who are deemed to be of considerable
significance for the Nordea group's future development.

The main objective of the Long Term Incentive Programmes is to
strengthen Nordea's ability to retain and recruit the best talent for
key leadership positions. The programmes are combined matching and
performance programmes, which require 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 long-term incentive programme in a
cost-efficient and flexible manner, the board proposes that the
programme will be hedged by issuing 2,880,000 redeemable and
convertible C shares. The new shares shall - with deviation from the
shareholders' preferential right - be subscribed for by Alecta. The
subscription price shall correspond to the share's quotient value of
1 euro. The share capital will after the new issue of shares amount
to 2,600,108,227 euro. The new
C shares do not entitle to any dividend.

Moreover, the AGM resolved to authorise the board of directors to
repurchase the issued C shares through a directed acquisition offer
in respect of all C shares at a minimum price of 1 euro and a highest
price of 1.05 euro. C shares shall, after conversion to ordinary
shares, be transferred to participants in LTIP 2008; it shall also be
possible to convey a portion of the shares on a regulated market in
order to cover certain costs, mainly social security costs. Moreover,
a portion of C shares that are repurchased and converted to ordinary
shares for LTIP 2007 shall be transferable on a regulated market in
order to cover certain costs, mainly social security costs.



For further information:
Torben Laustsen, Head of Group Identity & Communications, +46 8 614
79 16
Johan Ekwall, Head of Investor Relations, +46 8 614 78 52



The information in this press release is such that Nordea is required
to disclose pursuant to the Swedish Financial Instruments Trading Act
(1991:980) and/or the Swedish Securities Market Act (2007:528). The
information was submitted for publication on 03.04.08 at 17.00 (CET).