Independence

Nordea complies with applicable rules regarding the independence of the Board. The Nomination Committee considers all of the members elected by the shareholders independent of the Company and its executive management.

All Board members elected by the shareholders, apart from Björn Wahlroos and Kari Stadigh are independent of the Company’s major shareholders. Björn Wahlroos is Board chairman of Sampo plc and Kari Stadigh is managing director and CEO of Sampo plc, which owns more than ten per cent of all shares and votes in Nordea Bank AB (publ). Thus, the number of Board members who are independent in relation to the Company and its executive management as well as independent in relation to the Company’s major shareholders exceeds the minimum requirement.

No Board member elected by the General Meeting is employed by or working in an operative capacity in the Company.

The Board members and the deputy Board member appointed by the employees are employed by the Group and therefore not independent of the Company.

Updated: March 2013