Nordea Bank Abp
Stock exchange release – Decisions of general meeting
24 March 2022 at 14.30 EET
The Annual General Meeting (AGM) of Nordea Bank Abp was held today at the headquarters of Nordea in Helsinki by applying extraordinary meeting procedures due to the COVID-19 pandemic. In order to ensure the health and safety of Nordea’s shareholders, employees and other stakeholders and to organise the meeting in a predictable manner allowing equal means for shareholders to participate in the meeting, it was not possible to attend the meeting in person. A separate webcast for shareholders will be arranged today at 16.00 EET where the shareholders will be able to follow the presentations of the Chair of the Board of Directors and the President and Group CEO, and have the opportunity to ask questions from senior management followed by an interview with the future Chair of the Board, Stephen Hester.
A total of 3,421 shareholders representing 2,362,889,221 shares and votes, corresponding to approximately 60.7% of the total number of shares and votes in Nordea, were represented at the AGM. The AGM supported all the proposals by the Board of Directors and the Shareholders’ Nomination Board by at least 84.7% of the votes cast.
Annual accounts and discharge of liability
The AGM adopted the annual accounts and discharged the members of the Board of Directors, President and Group CEO and Deputy Managing Director from liability for the financial period ending 31 December 2021.
Dividend
The AGM authorised the Board of Directors to decide on a dividend payment, in one or several instalments, of a maximum of EUR 2,681,667,380 in the aggregate based on the balance sheet adopted for the financial year ended 31 December 2021.
The authorisation will remain in force and effect until the beginning of the next AGM. It is intended that the Board of Directors decides on a dividend payment in a single instalment based on the authorisation immediately after the AGM. The intended record date for such dividend payment would be 28 March 2022 whereby the earliest dividend payment date would be 4 April 2022 or as soon as possible after that day. The dividend shall be paid to shareholders who on the applicable record date for the dividend payment are recorded in Nordea’s shareholders’ register maintained by Euroclear Finland Oy in Finland, Euroclear Sweden AB in Sweden and VP Securities A/S in Denmark. Dividend will not be paid to shares held by Nordea on the dividend record date. Decisions of the Board’s statutory meeting will be published separately.
Election of the Board members and the Chair of the Board
The number of members of the Board of Directors to be elected by the AGM was set at ten. Torbjörn Magnusson, Petra van Hoeken, Robin Lawther, John Maltby, Birger Steen and Jonas Synnergren were re-elected as board members and Stephen Hester, Lene Skole, Arja Talma and Kjersti Wiklund were elected as new board members for the period until the end of the next AGM. Torbjörn Magnusson was re-elected as Chair of the Board of Directors for a term until 30 September 2022, and Stephen Hester was elected as Chair of the Board of Directors for a term from 1 October 2022 until the end of the 2023 Annual General Meeting.
Further, the Board of Directors has three ordinary members and one deputy member appointed by the employees of the Nordea Group. For the period until the end of the next AGM, the employees have appointed Dorrit Groth Brandt, Hans Christian Riise and Joanna Koskinen as ordinary members of the Board of Directors and Gerhard Olsson as a deputy member of the Board of Directors.
Remuneration Report for Governing Bodies
The AGM decided to adopt, through an advisory resolution, the Remuneration Report for the Governing Bodies for 2021.
Remuneration of the Board members
The AGM decided on annual remuneration to board members amounting to EUR 340,000 for the Chair, EUR 160,000 for the Vice Chair and EUR 102,000 for the other members.
The remuneration paid to the Chair and Vice Chair of the Board will be paid in proportion to the term served in the respective positions during the Board of Directors’ mandate period.
In addition, annual remuneration will be paid for the work on the Board Audit Committee, Board Risk Committee and Board Operations and Sustainability Committee amounting to EUR 65,000 for the committee Chair and EUR 32,500 for the other committee members, and for work on the Board Remuneration and People Committee amounting to EUR 48,000 for the committee Chair and EUR 28,000 for the other committee members.
No remuneration is paid to the board members employed by the Nordea Group.
The AGM further decided that the company will cover or reimburse 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 legal defence costs related to claims made against Board members in cases where Board members are not found liable or guilty of any wrongdoing or grossly negligent behaviour.
Election and remuneration of the auditor
PricewaterhouseCoopers Oy was re-elected as the auditor for the period until the end of the next AGM. Authorised public accountant Jukka Paunonen will act as the responsible auditor.
The AGM decided that the remuneration of the auditor is to be paid according to the invoice approved by the company.
Approval of the revised Charter of the Shareholders’ Nomination Board
The AGM decided to approve the revised Charter of the Shareholders’ Nomination Board. The Charter was revised to effect the transfer of the statutory duty to evaluate the selection criteria and selection process for senior management from the Shareholders’ Nomination Board to the Board Remuneration and People Committee.
Authorisation for the Board of Directors to decide on the issuance of special rights entitling to shares (convertibles)
To facilitate a flexible and efficient adjustment of the company’s capital structure to the capital requirements, the Board of Directors was authorised to decide, on one or several occasions, on the issuance of special rights entitling to either new shares or treasury shares in the company, against payment (convertibles) in accordance with or in deviation from the shareholder’s pre-emptive subscription rights. The maximum number of shares that may be issued based on the authorisation is 350,000,000 shares, which corresponds to approximately 8.99% of all the shares in the company on the date of the notice to the Annual General Meeting.
The Board of Directors was authorised to decide on all other matters relating to the issuance of convertibles. The issuance of convertibles by virtue of this authorisation shall be made on market terms and principally be issued in the international capital markets. The authorisation shall remain in force and effect until the earlier of (i) the end of the next AGM or (ii) 18 months from the AGM decision.
Repurchase and transfer of own shares in the securities trading business
The AGM decided that Nordea, before the end of the next AGM, may repurchase its own shares on an ongoing basis in order to facilitate its securities trading business. The company’s shares may be repurchased otherwise than in proportion to the shareholdings of the company’s shareholders (directed repurchases). The maximum number of own shares to be repurchased shall not exceed 175,000,000 shares, which corresponds to approximately 4.50% of all the shares in the company on the date of the notice to the Annual General Meeting.
Further, the AGM decided that the company, before the end of the next AGM, may, in order to facilitate its securities trading business, transfer its own shares in the ordinary course of its securities trading business in deviation from the shareholders’ pre-emptive subscription rights by way of directed share issuances. The maximum number of own shares to be transferred shall not exceed 175,000,000 shares, which corresponds to approximately 4.50% of all the shares in the company on the date of the notice to the Annual General Meeting. The AGM decided to approve all subscriptions that will be made in accordance with the terms and conditions of the directed issuance.
Authorisation for the Board of Directors to decide on the repurchase of own shares
The Board of Directors was authorised to decide, on one or several occasions, on the repurchase of an aggregate of not more than 350,000,000 shares in the company, which corresponds to approximately 8.99% of all the shares in the company on the date of the notice to the Annual General Meeting, subject to the condition that 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.
Not more than 350,000,000 shares may be repurchased to distribute excess capital in order to optimise the capital structure of the company and not more than 8,000,000 shares may be repurchased to be used in the company’s variable pay plans in accordance with regulatory requirements and/or as required for new variable pay plans for executive officers, senior management, other material risk takers and other employees, as appropriate. Own shares may only be repurchased using the unrestricted equity of the company, and may be repurchased either through an offer to all shareholders on equal terms or through other means and otherwise than in proportion to the existing shareholdings of the company’s shareholders (directed repurchases).
The highest purchase price per share 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. Furthermore, in connection with the repurchases of its own shares, the company may enter into derivative, share lending or other similar arrangements.
The Board of Directors was authorised to decide on all other terms relating to the repurchase. The authorisation shall remain in force and effect until 18 months from the AGM decision. The authorisation does not revoke the authorisation to decide on the repurchase of own shares granted to the Board of Directors by the AGM held on 24 March 2021 which, in accordance with that authorisation, will remain in effect until 24 September 2022.
Any decision by the Board of Directors to repurchase shares based on the authorisation is subject to the condition that the company has obtained the necessary regulatory permissions from the European Central Bank.
Authorisation for the Board of Directors to decide on share issuances or transfers of own shares
The Board of Directors was authorised, on one or several occasions, to decide on the issuance of new shares or the transfer of own shares of not more than 30,000,000 shares in the company, which corresponds to approximately 0.77% of all the shares in the company on the date of the notice to the Annual General Meeting. The shares may be issued or transferred in proportion to the company’s shareholders’ existing shareholdings in the company or in deviation from the shareholders’ pre-emptive subscription right by way of a directed issuance. The shares to be issued or transferred in this way may be used to implement variable pay plans in accordance with regulatory requirements and/or as required for new variable pay plans for executive officers, senior management, other material risk takers and other employees, as appropriate, or as payment in connection with corporate acquisitions.
The Board of Directors was authorised to decide on all other terms relating to the issuance of new shares or transfers of own shares. The authorisation shall remain in force and effect until the earlier of (i) the end of the next AGM or (ii) 18 months from the AGM decision.
Statutory meeting of the Board of Directors and Presentations of the Chair of the Board of Directors and the President and Group CEO, webcast for shareholders and minutes of the AGM
The statutory meeting of Nordea’s Board of Directors is held immediately after the AGM and the relevant decisions made in the meeting will be published separately.
The pre-recorded presentations by the Chair of the Board of Directors, Torbjörn Magnusson, and the President and Group CEO, Frank Vang-Jensen, will be available today on Nordea’s website at www.nordea.com/agm.
A webcast for shareholders will be arranged today at 16.00 EET where the shareholders will be able to follow the presentations of the Chair of the Board of Directors and the President and Group CEO. Further, the shareholders will have the opportunity to ask questions from senior management followed by an interview with the future Chair of the Board, Stephen Hester. A recording of the webcast will be available on Nordea’s website at www.nordea.com/agm after the webcast.
The minutes of the Annual General Meeting will be available on Nordea’s website at www.nordea.com/agm as of 7 April 2022 at the latest.
For further information:
Matti Ahokas, Head of Investor Relations, +358 9 5300 8011
The information provided in this stock exchange release was submitted for publication, through the agency of the contact person set out above, at 14.30 EET on 24 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.