Nordea launches Long Term Incentive Plan for 2023-2025

Nordea Bank Abp
Stock exchange release - Other information disclosed according to the rules of the Exchange
1 February 2023 at 19.00 EET

Nordea Bank Abp's (Nordea) Board of Directors has today decided to continue the share-based Long Term Incentive Plan (LTIP) launched in 2020, 2021 and 2022 for a new performance period covering the financial years 2023-2025. It includes the CEO and nine other members of the Group Leadership Team (GLT) and approximately 50 senior leaders.

Nordea wants to ensure that management incentives are aligned with the shareholders' interests. In support of this, the Board has decided to continue the share-based LTIP that was approved and implemented in 2020, 2021 and 2022. The LTIP for 2023-2025 continues to cover members of the GLT and approximately 50 senior leaders and key employees whose efforts have a direct impact on Nordea's results, profitability, customer vision and long-term growth.

As part of the LTIP, the members of the GLT and senior leaders will be allocated conditional shares in 2023. These conditional shares have a three-year performance period covering the financial years 2023-2025, with subsequent deferral and retention periods according to applicable regulations.

The total maximum number of shares that can be granted to participants as part of the LTIP 2023-2025 is 769,622 Nordea shares for the CEO and members of the GLT, and a maximum of 1,000,000 Nordea shares for selected senior leaders (approximately 50 participants). In 2026, based on Nordea's performance, the maximum number of shares or a proportion of the shares will be granted to the participants. Once shares are granted, if any, the first portion of the shares is delivered in 2026, and the rest of the shares are deferred and delivered annually in five equal portions during 2027-2031. Each share delivery is subject to a 12-month retention period, during which the delivered shares cannot be sold or otherwise disposed of.

The conditional allotment of shares for GLT members in 2023 will remain broadly at the same allocation levels as in 2022.

The estimated aggregate gross value of the LTIP 2023-2025 for the GLT and for senior leaders, calculated on the basis of the average share price on the Nasdaq Helsinki exchange yesterday, is approximately EUR 8.3 million.

The LTIP performance requirements have been set so that the maximum outcome will require achieving exceptional financial and sustainability performance. The assessment of performance during the LTIP performance period will be based on the following performance criteria with the introduction of ESG targets for 2023-2025:

• Total shareholder return
• Cumulative adjusted earnings per share (aEPS)
• ESG scorecard e.g. on sustainable financing, net-zero committed assets under management, gender balance and credit profile

No shares will be granted if the participant's employment terminates before confirmation of the award by the Board of Directors after the end of the performance period. Share grants may be reduced in part or in full subject to risk and compliance adjustments.

The LTIP shares will be delivered to the participants either through transfer of own shares held by Nordea or by issuing new shares. Thus, the share delivery may have a marginal dilutive effect on the Nordea share.

For further information:

Matti Ahokas, Head of Investor Relations, +358 40 575 9178
Media inquiries, +358 10 416 8023 or press@nordea.com

The information provided in this stock exchange release was submitted for publication, through the agency of the contacts set out above, at 19.00 EET on 1 February 2023.

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