Nordea Bank Abp: Nomination Board's proposals to Nordea's Annual General Meeting 2023 include two new Board members

Nomination Board's proposals to Nordea's Annual General Meeting 2023 include two new Board members

Nordea Bank Abp

Stock exchange release - Other information disclosed according to the rules of the Exchange

8 February 2023 at 9.30 EET

The Shareholders' Nomination Board of Nordea Bank Abp announces today its proposals to Nordea's Annual General Meeting (AGM) to be held on 23 March 2023. Risto Murto and Per Strömberg are proposed as new members of the Board of Directors.

The proposal of the Shareholders' Nomination Board for the Board of Directors to be elected by the 2023 AGM comprises ten members. The proposal includes the re-election of Stephen Hester, Petra van Hoeken, John Maltby, Lene Skole, Birger Steen, Jonas Synnergren, Arja Talma and Kjersti Wiklund as members of the Board of Directors and the election of Risto Murto and Per Strömberg as new members of the Board of Directors. The Nomination Board proposes that Stephen Hester continues as the Chair of the Board. Torbjörn Magnusson and Robin Lawther are not available for re-election.

Risto Murto (59), Finnish citizen, has extensive experience within pensions, insurance, investments and financial markets, both as a Board member and a member of the executive management. Risto Murto is since 2014 the President and Chief Executive Officer of Varma Mutual Pension Insurance Company, Finland's largest earnings-related pension insurance company. Prior to this, Risto Murto was the Executive Vice President, Investments, and Chief Investment Officer of Varma. He is currently also a Board member of Sampo plc as well as the Vice Chair of the Board of Wärtsilä Corporation until its next Annual General Meeting.

Per Strömberg (59), Swedish citizen, has served as the Chief Executive Officer of several companies over the past 16 years and has a wide range of experience within retail, consumer goods, brand and digitalisation. For the past 10 years he held the position of President and Chief Executive Officer at ICA Gruppen, a leading Swedish retail company. Prior to that he was the President and Chief Executive Officer of Lantmännen and held several leading positions at Kraft Foods. As of 31 December 2022, Per Strömberg stepped down from the role as President and Chief Executive Officer to continue as a Board member at ICA Gruppen.

Chair of the Shareholders' Nomination Board, Niko Pakalén, says: "I'm happy to present the Nomination Board's proposals to the shareholders. The two new proposed Board members, Risto Murto and Per Strömberg will bring valuable experience of the Nordic markets and strengthen the Board's already extensive competencies in the financial markets and digitalisation. The Nomination Board is also content that the handover of the Board Chair duties from Torbjörn Magnusson to Stephen Hester during the year has been successful. I wish to extend our warmest gratitude to both Torbjörn Magnusson and Robin Lawther for their dedicated and valuable work during their tenures on the Nordea Board."

The Nomination Board has sought to ensure that the proposed Board of Directors as a whole has the best possible competencies, expertise and experience for Nordea. Further, the Nomination Board has taken into account the regulatory requirements and recommendations applicable to credit institutions and as set out in the Finnish Corporate Governance Code for listed companies. Taking into account the high demands placed on the collective experience and competence of the Board of Directors by the nature, scale and complexity of Nordea's business, it is the collective opinion of the Nomination Board and Nordea Bank Abp that the proposed Board of Directors and its members are suitable for the assignment both collectively and individually and that Stephen Hester is suitable for the position as Chair of the Board of Directors. In order to further enhance the exercise of shareholders' rights and in line with international market practice, the Board of Directors is proposed for individual election.

After a thorough assessment, the Nomination Board proposes that the remuneration for the various Board member roles is increased by 3.1% - 3.6%. The Nomination Board considers that the proposal is balanced and in line with Nordic and European market practice. The Nomination Board emphasises the importance of Nordea remaining an attractive option for highly competent Board members that fulfil the regulatory requirements.

Risto Murto and Per Strömberg proposed as new members of the Board of Directors

The Shareholders' Nomination Board proposes for a period until the end of the next AGM:

• that the number of members of the Board of Directors to be elected by the AGM is set at ten (10);
• the re-election of Stephen Hester, Petra van Hoeken, John Maltby, Lene Skole, Birger Steen, Jonas Synnergren, Arja Talma and Kjersti Wiklund as members of the Board of Directors, and
• the election of Risto Murto and Per Strömberg as new members of the Board of Directors, so that each proposed member of the Board of Directors is considered separately in an election; and
• the re-election of Stephen Hester as Chair of the Board of Directors.

All proposed Board members have given their consent to being elected as members of the Board of Directors and Stephen Hester has given his consent to being elected as Chair of the Board of Directors.

Relevant authority approvals for the proposed new Board members are pending.

In addition to the above proposed Board members, the Board of Directors has three ordinary members and one deputy member appointed by the employees of the Nordea Group.

It is the collective opinion of the Shareholders' Nomination Board and Nordea Bank Abp that the proposed Board of Directors and its members are suitable for the assignment both collectively and individually and that Stephen Hester is suitable for the position as Chair of the Board of Directors.

The biographical details of the current Board members are available at www.nordea.com/en/about-us/corporate-governance/board-of-directors.

The CVs of the proposed new members of the Board of Directors will be made available today at www.nordea.com/agm.

All proposed Board members are, in accordance with the Finnish Corporate Governance Code, independent of Nordea's significant shareholders and, excluding Board members appointed by the employees, also considered independent of the company. The ordinary members and the deputy member of the Board of Directors appointed by the employees are employed by the Nordea Group and, therefore, they are not independent of the company.

Remuneration to the members of the Board of Directors

The Shareholders' Nomination Board proposes to the AGM that the following annual remuneration is paid to the members of the Board of Directors elected by the AGM:

The Shareholders' Nomination Board also proposes the following additional annual remuneration for committee chairs and committee members:

No remuneration is paid to members of the Board of Directors employed by the Nordea Group.

In addition, Nordea covers or reimburses the members of the Board of Directors all costs and expenses related to or arising from the Board membership, including travel, logistics and accommodation as well as consultative, legal and administrative costs. The legal costs can e.g. include required costs of legal defence and claims made (during and after their period of office) against Board members in cases where Board members are not found liable or guilty of any intentional wrongdoing or grossly negligent behaviour.

Composition of the Shareholders' Nomination Board

The members of the Nomination Board constituted in 2022 are Niko Pakalén, Partner, Cevian Capital, Lars Ingemann Nielsen, Executive Vice President and CFO, Nordea-fonden, Ann Grevelius, Non-Executive Director, Alecta, Ossian Ekdahl, Chief Active Ownership Officer, Första AP-fonden (AP1), and Stephen Hester, Chair of the Board of Directors of Nordea Bank Abp. The Shareholders' Nomination Board is constituted yearly on the basis of the shareholdings on 31 August of the year preceding the AGM. The mandate is valid until a new Nomination Board has been constituted.

The proposals of the Shareholders' Nomination Board to the AGM will be included in the notice to the AGM to be published later in February 2023.

Shareholders' Nomination Board contact:

Chair Niko Pakalén, +46 8 545 675 50

For any other information relating to Nordea:

Media inquiries, +358 10 416 8023 or [email protected]

The information provided in this stock exchange release was submitted for publication, through the agency of the contacts set out above, at 9.30 EET on 8 February 2023.

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