Due to the COVID-19 pandemic and in order to ensure the health and safety of Nordea’s shareholders, employees and other stakeholders, the Board of Directors of Nordea Bank Abp has resolved on extraordinary meeting procedures pursuant to the temporary legislation adopted by the Finnish Parliament on 24 April 2020, allowing for general meetings of listed companies to be held as remote meetings only. Therefore, it is not possible to attend the meeting in person.
What is the purpose of the temporary legislation?
The purpose of the temporary legislation is to ensure and safeguard smooth and safe decision-making in corporations in the light of the COVID-19 pandemic and to ensure the health and safety of shareholders, stakeholders and society at large.
Can I attend the AGM in person?
No, the AGM will be arranged without physical attendance due to the COVID-19 pandemic. You can follow a web stream of the meeting. Instructions on how to register for the web stream will be published on this website on 5 May at the latest
Can I still exercise my rights as a shareholder?
Shareholders can only participate in the Annual General Meeting and exercise their shareholders’ rights by voting in advance or through a proxy representative and by posing counterproposals and questions in advance.
How do I follow the AGM?
Shareholders can follow the web stream on a computer or a smartphone with internet access. Instructions on how to register for the web stream will be published on this website on 5 May at the latest.
What should I do in order to be able to follow the web stream from the Annual General Meeting?
Shareholders need to register at the latest by 18 May 2020 at 11.59 pm EET to be able to follow the web stream from the Annual General Meeting. Further instructions on the registration are available here.
Instructions on how to follow the web stream from the meeting as well as a link to the stream will be sent directly to the e-mail address provided by the shareholder in connection with the registration after the registration period has ended. Kindly note that the link is not sent as a reply mail in connection with the registration.
How and when can I vote?
You can vote in advance or through a proxy representative.
Advance voting will commence on 5 May 2020 around 2.00 pm EET and end on 18 May 2020 at 11.59 pm EET. Further instructions on advance voting will be available on this website before the voting period commences.
If you do not wish to vote in advance, you are requested, due to the COVID-19 pandemic, to exercise your shareholders’ rights through a centralised proxy representative designated by Nordea’s authorising attorney-at-law Antti Kuha, Managing Associate, from Hannes Snellman Attorneys Ltd, or an attorney-at-law appointed by him, to represent you at the Annual General Meeting in accordance with the shareholder’s voting instructions. Authorising the designated proxy representative will be free of charge to shareholders. Further information on the designated proxy representative is available at the following website: https://hannessnellman.com/people/all/antti-kuha/.
A power of attorney template and voting instructions will be available on this website on 5 May 2020 at or around 2.00 pm EET.
Can I ask questions in advance?
Yes, you can send questions in advance by e-mail to moc.aedron@MGA by 13 May 2020 at the latest. In connection with the submission you must present a statement of your shareholding in Nordea.
As of 15 May 2020 Nordea will publish the questions received in advance of the meeting and the management’s and the Board of Directors’ responses to the questions on this website.
Can I make counterproposals?
Yes. Counterproposals should be delivered to Nordea by e-mail to moc.aedron@MGA by 4 May 2020 at 4.00 pm EET at the latest.
Shareholders representing at least 1/100 of all outstanding shares in Nordea have the right to make counterproposals, to be taken into account in the voting, concerning the matters on the agenda of the Annual General Meeting. In connection with the counterproposal shareholders must present a statement of their shareholding of Nordea. The counterproposal is admissible for consideration at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date (15 May 2020) of the Annual General Meeting represent at least 1/100 of all outstanding shares in Nordea. Votes cast for non-admissible counterproposals will not be recorded at the meeting.
How and when will the counterproposals be published?
Nordea will publish the counterproposals eligible for voting on this website on 5 May 2020, at the latest, and the counterproposals not eligible for voting as of 15 May 2020.
When will dividends be paid?
In order for banks to conserve capital to retain their capacity to support the economy in an environment of heightened uncertainty caused by COVID-19, the European Central Bank (ECB) has recommended that significant credit institutions, including Nordea, at least until 1 October 2020 refrain from dividend distributions. The Board of Directors has therefore proposed to postpone the decision on dividend payment for the financial year 2019.
One of the proposals to the AGM is to authorise the Board of Directors to decide on a dividend payment of a maximum of EUR 0.40 per share for the financial year 2019 to be distributed in one or several instalments. The authorisation would be valid until the Annual General Meeting in 2021.
Nordea is one of the most strongly capitalised banks in Europe. However, the Board of Directors acknowledges the uncertainty caused by COVID-19 and agrees with the need for action by all banks to support Europe’s society and economy. The Board of Directors intends to follow the recommendation adopted by the ECB and refrain from deciding on dividend payment based on the authorisation before 1 October 2020. Nordea will publish any decisions by the Board of Directors on dividend payment separately and at the same time confirm the dividend record and payment dates.
How long would the dividend authorisation for the Board of Directors remain in force?
The authorisation would remain in force and effect until the beginning of the Annual General Meeting of the Company in 2021. Nordea will publish any possible decisions on dividend payment by the Board of Directors separately, and simultaneously confirm the dividend record and payment dates.