Nordea’s Annual General Meeting 2009

Nordea’s Annual General Meeting 2009
2.4.2009 20:45 (GMT + 2)

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.

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.

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