Nordea's Annual General Meeting 2009

Today's Annual General Meeting (AGM) of Nordea Bank AB (publ)
approved the income statement and balance sheet for 2008. The meeting
decided on a dividend payment of 0.20 euro per share and that the
record date would be 7 April 2009. A decision was also taken
concerning unchanged long-term guidelines for variable remuneration
to Group Executive Management. For 2009 however no variable
remuneration will be paid since Nordea's Group Executive Management
has decided to waive such remuneration. Nordea's chairman of the
board of directors Hans Dalborg welcomed a continued dialogue with
the shareholders as to the future guidelines for remuneration
systems. The Board and the President and Group CEO were discharged
from liability for the year 2008.

Election of board members
Hans Dalborg, Stine Bosse, Marie Ehrling, Svein Jacobsen, Tom
Knutzen, Lars G Nordström, Timo Peltola, Heidi M Petersen, Björn
Savén and Björn Wahlroos were re-elected as board members for the
period up the next AGM. Ursula Ranin had declined re-election. Hans
Dalborg was re-elected as chairman of the board. At the subsequent
constituent board meeting Björn Wahlroos was elected as deputy
chairman of the board, and it was announced that the following
persons are employee representatives: Kari Ahola (deputy), Nils Q
Kruse, Steinar Nickelsen and Lars Oddestad.

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 shall be paid for extra board meetings in the
amount of 1,840 euro per meeting and for committee meetings
2,370 euro to the committee's chairman and 1,840 euro per meeting to
the other members. Remuneration is not paid to members who are
employees of the Nordea group.

Auditors' remuneration shall be payable according to approved
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 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. The four
largest shareholders in Nordea in terms of votes are entitled to
appoint one member each. The composition of the nomination committee
is determined on the basis of share-ownership on 31 August 2009.

Acquisition of own shares within securities operations
The AGM decided that Nordea may continuously acquire own shares for
the period until the next annual general meeting. Nordea's holding of
own shares in securities operations may not at any time exceed one
per cent of all shares in the company. The price of the ordinary
shares shall correspond to the prevailing market price at the time of
acquisition.

Guidelines for remuneration to executive officers
The AGM approved the following guidelines for remuneration for Group
Executive Management (President and Group CEO and other members of
Group Executive Management). Nordea maintains remuneration levels and
other conditions required to recruit and retain executive officers
with competence and capacity to deliver according to Group targets.
The remuneration shall be adapted to the market.

Fixed salaries are paid for fully satisfactory performance. In
addition variable salaries can be offered to reward performance
meeting agreed, specific targets. The variable salary shall as a
general rule not exceed 35 per cent of the fixed salary and shall
depend on the extent to which predetermined financial,
customer-related and personal objectives have been fulfilled. For
2009 however no such variable remuneration will be paid.

In the beginning of the year five persons in Group Executive
Management voluntarily waived fixed and variable salary increases for
the first four months of the year. This voluntary waiver has
thereafter been extended and widened through the bank's agreement
with the National Debt Office in connection with the Swedish state
subscribing for shares in the rights issue. In addition, the other
members of Group Executive Management have waived variable
remuneration for 2009.

Group Executive Management is entitled to participate in the
long-term incentive programme 2009.

Other benefits are given as a means to facilitate the performance of
the executive officers, and they shall correspond to what is
considered fair in relation to general market practice. Retirement
benefits shall be in accordance with market practice in the country
of which the leading officials are permanent residents. Notice and
severance pay in total shall not exceed 24 months' salary.

The board of directors of Nordea intends to continue the dialogue
with our shareholders concerning future remuneration systems.

Prospective commitments by Nordea within the framework of different
state guarantee schemes or comparable schemes which affect Group
Executive Management's remuneration or participation in incentive
programmes will be taken into account.

Long Term Incentive Programme for managers and key employees
The annual general meeting 2007 decided on the introduction of a Long
Term Incentive Programme 2007 ("LTIP 2007") comprising up to 400
managers and other key employees in the Nordea Group. The programme
was intended to be followed 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.

Nordea's new issue will affect LTIP 2009, ie that certain parts of
the proposal such as for instance redemption price, number of shares
and also performance requirements will be affected and will thus
become subject to conversion or adjustment.

The Board's main objective with the programmes is to strengthen
Nordea's capability to retain and recruit the best people 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 on
the achievement of Nordea's financial goals.

In order to implement the programmes in a cost-efficient and flexible
manner, the board proposes that the programme will be hedged by
issuing 7,250,000 redeemable and convertible C shares. The new shares
shall, with deviation from the shareholders' preferential right, be
subscribed for by the Royal Bank of Scotland. The subscription price
shall correspond to the share's quotient value of 1 euro. The share
capital will after the new issue of shares increase by 7,250,000
euro. The new C shares do not entitle to any dividend.

In addition, the Annual General Meeting decided on an amendment of
the articles of association so that the number of C shares that can
be issued shall be changed from a maximum of 5,000,000 to no more
than 10,000,000.

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 100 per cent and a maximum
price of 105 per cent of the quota value of 1 euro. C shares, after
conversion to ordinary shares, shall be transferred to participants
in LTIP 2009. It shall also be possible to transfer a portion of the
shares to 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 and 2008
shall be transferable to a regulated market in order to cover certain
costs for the programme, mainly social security costs.



For further information:
Lauri Peltola, Head of Group Identity and 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 shall
announce publicly according to Act (1991:980) regarding trading with
financial instruments and/or Act (2007:528) regarding the securities
market. The information is submitted for publication on 2 April 2009.
20.45 (CET).