Decisions by Nordea's AGM 2018 - Seite 2

Issue of convertible instruments
The Board of Directors was authorised, for the period until the next AGM, to decide on issue of convertible instruments in Nordea. The authorisation means that the share capital may be increased by a maximum of 10 per cent of the share capital. The issue of convertible instruments by virtue of the authorisation may take place with or without preferential rights for existing shareholders and will be done on market conditions. The purpose of the authorisation is to facilitate a flexible and efficient adjustment of Nordea's capital structure to the capital requirements.

Acquisition of own shares in securities operations
The AGM decided that Nordea may purchase own shares on an ongoing basis in order to facilitate its securities operations. The holding of such shares must not at any time exceed the lower of either 0.1 per cent of the total number of shares in Nordea or 10 per cent of Nordea's excess common equity tier 1 capital.

Guidelines for remuneration to executive officers
The AGM decided on guidelines for remuneration to executive officers (the CEO, the Deputy CEO and other members of Group Executive Management). Nordea will maintain remuneration levels and other employment conditions needed to recruit and retain executive officers with competence and capacity to carry out the strategy and reach the targets set so that Nordea can become a great European bank.

Annual remuneration consists of fixed salary and variable salary. Variable salary to the executive officers will be offered as an Executive Incentive Programme 2018 (GEM EIP 2018) with predetermined targets on group, business area/group function and individual level. The effect on the long-term result is to be considered when determining the targets. The outcome from GEM EIP 2018 will be based on the Board of Directors' assessment of the outcome of the predetermined targets. The outcome from GEM EIP 2018 will be paid over a five-year period in cash and be subject to forfeiture clauses, total shareholder return (TSR) indexation (excluding dividend during the deferral period) and retention in compliance with the Swedish Financial Supervisory Authority's regulations on remuneration systems, taking account of domestic rules and practices where relevant. GEM EIP 2018 has a one-year performance period and the outcome must not exceed the fixed salary. The executive officers have been offered similar programmes since 2013.