Nordea Bank Abp
Stock exchange release – Other information disclosed according to the rules of the Exchange
14 March 2022 at 19.30 EET
Following our announcement on 8 February 2022 on received share buy-back approval from the European Central Bank (ECB) and the announcement on 7 March 2022 of the completion of the inaugural share buy-back programme, the Board of Directors of Nordea Bank Abp has decided to launch a follow-on share buy-back programme of up to EUR 1,002m commencing on 16 March 2022 or as soon as possible thereafter.
The purpose of the share buy-backs, approved by the Board of Directors today, is to pursue an efficient capital structure and improve shareholder returns to the benefit of all shareholders by reducing the capital of Nordea Bank Abp (“Nordea” or the “Company”). The buy-backs are carried out in accordance with the authorisation granted to the Board of Directors by the Annual General Meeting in 2021 and will commence on 16 March 2022 or as soon as possible thereafter and end no later than 31 August 2022.
For the purpose of executing the buy-backs, Nordea has engaged a third-party broker that based on irrevocable instructions will decide on the repurchase of shares in full independence, also in relation to the timing of the transactions, and in compliance with applicable price and volume limits as well as applicable terms.
The key terms of the share buy-backs include:
- The shares will be repurchased otherwise than in proportion to the existing shareholdings of the Company’s shareholders (directed repurchases) in public trading or outside public trading.
- Not more than 310,365,414 shares, which correspond to approximately 8.0% of all the shares in the Company, may be repurchased subject to the maximum amount of up to EUR 1,002m. The number of own shares held by the Company together with its subsidiaries at any given time may not exceed 10% of all the shares in the Company.
- In accordance with the authorisation granted by the Annual General Meeting 2021, the highest purchase price per share in the programme shall be no more than the higher of (i) the highest price paid for the Company’s shares in public trading on the day of repurchase or alternatively (ii) the average of the share prices (volume weighted average price on the regulated markets where the Company’s share is admitted to trading) during the five trading days preceding the repurchase or the offer to repurchase own shares, and the lowest purchase price per share shall be the price that is 20% lower than the lower of (i) the lowest price paid for the Company’s shares in public trading on the day of repurchase or alternatively (ii) the average of the share prices (volume weighted average price on the regulated markets where the Company’s share is admitted to trading) during the five trading days preceding the repurchase or the offer to repurchase own shares.
- The repurchase of shares in public trading will be executed in accordance with Regulation No. 596/2014 of the European Parliament and Council of 16 April 2014 (MAR) and the Commission Delegated Regulation (EU) 2016/1052 (which together constitute the Safe Harbour regulation), including but not limited to daily price and volume limits, on the regulated markets of Nasdaq Helsinki, Nasdaq Stockholm and Nasdaq Copenhagen and select multilateral trading facilities (MTF).
- In addition to the shares repurchased in public trading, the broker may, subject to certain conditions, acquire shares in accelerated bookbuilds (ABB) should such be arranged.
- No repurchases will be made in the United States or in respect of Nordea’s American Depositary Receipts.
- The shares shall be repurchased using the unrestricted equity of the Company and be recorded as a deduction of retained earnings.
- Repurchase of shares may be temporarily paused at any time around corporate events of Nordea such as dividend payments.
- Nordea may suspend or terminate the programme prior to its scheduled end date and will, in such case, issue a stock exchange release to this effect.
- Repurchased shares will be cancelled on a monthly basis.
Prior to commencement of the follow-on buy-back programme Nordea holds 32,665,816 treasury shares for capital optimisation purposes and 7,112,244 treasury shares for remuneration purposes.
Nordea is in dialogue with the ECB around a potential further share buy-back programme subject to a separate ECB approval and expects to make a formal application later this year within the Board of Directors’ authorisation proposed for the Annual General Meeting on 24 March 2022.
For further information:
Matti Ahokas, Head of Investor Relations, +358 9 5300 8011
Group Communication, +358 10 416 8023 or press [at] nordea.com
The information provided in this stock exchange release was submitted for publication, through the agency of the contact persons set out above, at 19:30 EET on 14 March 2022.
Nordea is a leading Nordic universal bank. We are helping our customers realise their dreams and aspirations – and we have done that for 200 years. We want to make a real difference for our customers and the communities where we operate – by being a strong and personal financial partner. The Nordea share is listed on the Nasdaq Helsinki, Nasdaq Copenhagen and Nasdaq Stockholm exchanges. Read more about us on nordea.com.