Notice to the Annual General Meeting of Nordea Bank Abp

Nordea Bank Abp
Stock exchange release – Notice to general meeting
23 February 2023 at 09.00 EET

Nordea Bank Abp’s shareholders are hereby summoned to the Annual General Meeting to be held on Thursday 23 March 2023 at 14.00 EET at Messukeskus, Helsinki Expo and Convention Centre.

Nordea Bank Abp’s (“Nordea” or the “Company”) Annual General Meeting will be held on Thursday 23 March 2023 at 14.00 EET at Messukeskus, Helsinki Expo and Convention Centre, Messuaukio 1, 00520 Helsinki, Finland. The reception of persons who have registered for the meeting will commence at 12.30 EET. To ensure the health and safety of the participants, shareholders are asked not to attend the meeting in person if they are feeling unwell.

Shareholders can also exercise their voting rights in the Annual General Meeting by voting in advance. Instructions on advance voting are set out in Section “C. Instructions for the participants in the Annual General Meeting” of this notice.

The meeting can be followed online via a live webcast on Nordea’s website. It will be possible to submit questions to the Q&A session with senior management before and during the webcast. Such questions do not constitute questions referred to in Chapter 5, Section 25 of the Finnish Companies Act, and following the meeting via webcast is not considered as participation in the Annual General Meeting. Instructions on how to join the webcast and submit questions are set out in Section “C. Instructions for the participants in the Annual General Meeting” of this notice and can also be found on Nordea’s website at www.nordea.com/agm.

A.     Matters on the agenda of the Annual General Meeting

Information and proposals concerning the formal organisational matters in agenda items 1 to 5 are included in a separate organisational document published on Nordea’s website at www.nordea.com/agm, which document also constitutes a part of this notice. The document will be supplemented at the meeting with such information that is not available before the Annual General Meeting.

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order and related decisions

3. Election of persons to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors and the Auditor’s report for the year 2022

-          Review by the President and Group CEO

-          Q&A session with senior management

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown in the annual accounts and the related authorisation of the Board of Directors

The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on a dividend payment of a maximum of EUR 0.80 per share based on the annual accounts to be adopted for the financial year ended on 31 December 2022. The authorisation will remain in force and effect until the beginning of the next Annual General Meeting of the Company.

It is intended that the Board of Directors decides on a dividend payment in a single instalment based on the authorisation immediately after the Annual General Meeting. The intended record date for such dividend payment would be 27 March 2023 whereby the earliest dividend payment date would be 3 April 2023 or as soon as possible after that day.

The dividend will be paid to shareholders who on the applicable record date for the dividend payment are recorded in the Company’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 the Company on the dividend record date.

9. Resolution to discharge the members of the Board of Directors and the CEO from liability

10. Advisory resolution on the adoption of the Company’s remuneration report for governing bodies

The Board of Directors proposes to the Annual General Meeting that the Company’s remuneration report for governing bodies for the year 2022 is adopted through an advisory resolution.

11. Resolution on the remuneration for the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that the following annual remuneration is paid to the members of the Board of Directors elected by the Annual General Meeting:

The Shareholders’ Nomination Board also proposes the following additional annual remuneration for committee chairs and committee members:

No remuneration is paid to members of the Board of Directors employed by the Nordea Group.

In addition, Nordea covers or reimburses 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 costs of legal defence and claims made (during and after their period of office) against Board members in cases where Board members are not found liable or guilty of any intentional wrongdoing or grossly negligent behaviour.

12. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that for a period until the end of the next Annual General Meeting, the number of members of the Board of Directors to be elected by the Annual General Meeting is set at ten.

Furthermore, the Board of Directors has three ordinary members and one deputy member appointed by the employees of the Nordea Group.

13. Election of the members of the Board of Directors and the Chair of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that for a period until the end of the next Annual General Meeting, the following persons are elected to the Board of Directors so that each proposed member of the Board of Directors is considered separately in an election:  

1. Stephen Hester (present member), also to be elected as Chair of the Board of Directors
2. Petra van Hoeken (present member)
3. John Maltby (present member)
4. Lene Skole (present member)
5. Birger Steen (present member)
6. Jonas Synnergren (present member)
7. Arja Talma (present member)
8. Kjersti Wiklund (present member)
9. Risto Murto (new member)
10. Per Strömberg (new member)

Torbjörn Magnusson and Robin Lawther are not available for re-election.

Risto Murto (59), Finnish citizen, has extensive experience within pensions, insurance, investments and financial markets, both as a Board member and a member of the executive management. Risto Murto is since 2014 the President and Chief Executive Officer of Varma Mutual Pension Insurance Company, Finland’s largest earnings-related pension insurance company. Prior to this, Risto Murto was the Executive Vice President, Investments, and Chief Investment Officer of Varma. He is currently also a Board member of Sampo plc as well as the Vice Chair of the Board of Wärtsilä Corporation until its next Annual General Meeting.

Per Strömberg (59), Swedish citizen, has served as the Chief Executive Officer of several companies over the past 16 years and has a wide range of experience within retail, consumer goods, brand and digitalisation. For the past 10 years he held the position of President and Chief Executive Officer at ICA Gruppen, a leading Swedish retail company. Prior to that he was the President and Chief Executive Officer of Lantmännen and held several leading positions at Kraft Foods. As of 31 December 2022, Per Strömberg stepped down from the role as President and Chief Executive Officer to continue as a Board member at ICA Gruppen.

The biographical details of the current Board members are available at www.nordea.com/en/about-us/corporate-governance/board-of-directors. The CVs of the proposed new members of the Board of Directors are available at www.nordea.com/agm.

All proposed Board members have given their consent to being elected as members of the Board of Directors and Stephen Hester has given his consent to being elected as Chair of the Board of Directors.

Relevant authority approvals for the proposed new Board members are pending.

In addition to the above proposed Board members, the Board of Directors has three ordinary members and one deputy member appointed by the employees of the Nordea Group. As of the end of the Annual General Meeting on 23 March 2023 and until the end of the next Annual General Meeting, the employees have appointed Dorrit Groth Brandt, Gerhard Olsson and Hans Christian Riise as ordinary members of the Board of Directors and Joanna Koskinen as a deputy member of the Board of Directors.

It is the collective opinion of the Shareholders’ Nomination Board and Nordea Bank Abp that the proposed Board of Directors and its members are suitable for the assignment both collectively and individually and that Stephen Hester is suitable for the position as Chair of the Board of Directors.

All proposed Board members are, in accordance with the Finnish Corporate Governance Code, independent of Nordea’s significant shareholders and, excluding Board members appointed by the employees, also considered independent of the company. The ordinary members and the deputy member of the Board of Directors appointed by the employees are employed by the Nordea Group and, therefore, they are not independent of the company.

14. Resolution on the remuneration of the auditor  

The Board of Directors proposes, on the recommendation of the Board Audit Committee, to the Annual General Meeting that the remuneration of the auditor is to be paid according to the invoice approved by the Company.

15. Election of the auditor

The Board of Directors proposes, on the recommendation of the Board Audit Committee, to the Annual General Meeting that authorised public accountants PricewaterhouseCoopers Oy be re-elected as the Company’s auditor until the end of the following Annual General Meeting.

PricewaterhouseCoopers Oy has notified the Company that the authorised public accountant Jukka Paunonen would act as the responsible auditor.

16. Resolution on the amendment of the Articles of Association

The Board of Directors proposes that Article 10 of the Articles of Association be amended by replacing the second paragraph to enable also holding a general meeting without a meeting venue as a so-called virtual meeting as an alternative to a physical meeting or a hybrid meeting.

The Finnish Companies Act was amended in 2022 to enable limited liability companies to hold virtual general meetings. Such meeting, as defined by the Finnish Companies Act, is a meeting held without a physical meeting venue, where shareholders can exercise their full decision-making powers, including the right to speak, make counterproposals and vote, in real-time, using a telecommunication connection and technical means.

By having the option to also summon virtual general meetings, Nordea wishes to ensure that it has the opportunity to summon general meetings in all formats permitted under Finnish law so that general meetings can be organised in a predictable manner in various circumstances with equal means for shareholders to participate. The possibility to organise virtual general meetings also enables Nordea to be prepared for unforeseen or exceptional circumstances in Nordea’s operating environment or society in general, such as pandemics. The new legislation requires that in a virtual general meeting, all shareholders have the right to use their shareholders’ rights in full, including the ability to vote in real-time and comment and ask questions orally during the meeting. Virtual general meetings under Finnish law are stringently regulated to ensure full protection of shareholders’ rights. Especially taking into consideration that Nordea is listed on stock exchanges in Finland, Sweden and Denmark, and has a significant number of shareholders outside of Finland, it is the view of the Board of Directors and the Company that virtual meetings support the equal exercise of shareholders’ rights. Virtual meetings enable all shareholders to participate in the decision-making of Nordea and to engage with the management regardless of the shareholders’ geographical location.  

In its amended form, said provision of the Articles of Association would read as follows:

Ҥ 10 Participation in the General Meeting

In order to be able to participate in a general meeting, a shareholder shall inform the company not later than the specific date stated in the notice convening the meeting. This date may be a maximum of ten days prior to the general meeting.

The board of directors can decide on organising a general meeting without a meeting venue whereby shareholders can exercise their decision-making power in full and in real time during the meeting using telecommunication connection and technical means.”

Additionally, the Board of Directors proposes that Article 11 of the Articles of Association be amended in accordance with the requirements of the Finnish Companies Act in a way that the matters to be decided at an annual general meeting include deciding on the adoption of the remuneration policy when necessary and deciding on the adoption of the remuneration report, and that the numbering of current subsections 6–10 be changed accordingly due to the above-mentioned amendments.

In its amended form, said provision of the Articles of Association would read as follows:

Ҥ 11 Annual General Meeting

At an annual general meeting, which shall be held annually before the end of May, the following shall be presented:

1. the financial statements and the consolidated financial statements as well as the report by the board of directors;

2. the auditor’s report;

decided:

3. on the adoption of the financial statements and the consolidated financial statements;

4. on the use of the profit indicated in the balance sheet and the consolidated balance sheet;

5. on discharging the members of the board of directors and the managing director from liability;

6. on the adoption of the remuneration policy, when necessary;

7. on the adoption of the remuneration report;

8. on remuneration for members of the board of directors and the auditor;

9. on the number of members of the board of directors;

elected:

10. members of the board of directors;

11. an auditor;

as well as attended to:

12. other issues mentioned in the notice convening the meeting.”

It is proposed that the Articles of Association remain unchanged in other respects.

17. Resolution on the authorisation for the Board of Directors to decide on the issuance of special rights entitling to shares (convertibles) in the Company

Nordea Bank Abp is required to satisfy certain capital requirements pursuant to EU and Finnish legislation. Within this legislative framework, capital instruments that absorb losses by converting into shares can be used to meet parts of the capital requirements. The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to decide on the issuance of such capital instruments.

The purpose of the authorisation is to facilitate a flexible and efficient adjustment of the Company’s capital structure to the capital requirements. The authorisation enables the Board of Directors to swiftly carry out issuances without first holding an Extraordinary General Meeting, which the Board of Directors considers appropriate given that these capital instruments are principally intended to be issued in the international capital markets. The Board of Directors intends to use the authorisation if the Board of Directors determines that the capital trigger level at which conversion shall take place is at such a level that gives the shareholders and the Board of Directors the possibility to act in good time and propose alternatives to conversion.

In light of the above, the Board of Directors of the Company proposes to the Annual General Meeting to resolve to authorise the Board of Directors to decide, on one or several occasions, on the issuance of special rights entitling to either new shares in the Company or treasury shares, 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 this authorisation shall be 350,000,000 shares, which corresponds to approximately 9.6% of all the shares in the Company on the date of this notice to the Annual General Meeting.

The Board of Directors shall be authorised to decide on all other matters relating to the issuance of the special rights entitling to shares in the Company. The issuance of the special rights entitling to shares 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 Annual General Meeting of the Company or (ii) 18 months from the resolution of the Annual General Meeting of the Company.

If this authorisation is granted, it will revoke the authorisation to decide on the issuance of special rights entitling to shares (convertibles) in the Company granted to the Board of Directors by the Annual General Meeting on 24 March 2022.

18. Resolution on the repurchase of the Company’s own shares in the securities trading business

In its securities trading business, Nordea Bank Abp, among other things, acts as a market maker in its own shares on the relevant stock exchanges and in indices in which the Company’s shares form a significant part, as well as offers share-related products. Should the Company not be able to trade in its own shares, the Company would not be able to provide a full range of products in the same manner as its competitors, which would lead to the Company losing market shares, and it would not be able to fulfil its current market maker undertakings towards relevant stock exchanges and the financial markets at large.

The Company’s holdings of its own shares in the trading book shall not at any time exceed the applicable limits decided by the European Central Bank.

In light of the above, the Board of Directors of the Company proposes to the Annual General Meeting to resolve that the Company, for the purpose of the ordinary course of its securities trading business as a credit institution, may repurchase its own shares as follows.

The Company’s own shares are repurchased otherwise than in proportion to the existing shareholdings of the Company’s shareholders (directed repurchases). The facilitation of the Company’s securities trading business, in which the ability to also trade in the Company’s own shares is required, forms a weighty financial reason for directed repurchases.

The maximum number of the Company’s own shares to be repurchased shall not exceed 175,000,000 shares, which corresponds to approximately 4.8% of all the shares in the Company on the date of this notice to the Annual General Meeting. The Company’s own shares may be repurchased on any trading venue or in transactions with counterparties of the securities trading business outside of a trading venue or through the use of derivative instruments, in each case, at arms-length market terms and price prevailing at the time of the repurchase or the time of entry into the relevant derivative instrument, as the case may be. The Company’s own shares to be repurchased shall be offered to the Company no later than at the time of the repurchase and shall be paid for no later than upon the delivery of such shares. The Company’s own shares are repurchased using the unrestricted equity of the Company.

The Company’s own shares under this resolution shall be repurchased before the end of the next Annual General Meeting of the Company.

19. Resolution on the transfer of the Company’s own shares in the securities trading business

In its securities trading business, Nordea Bank Abp, among other things, acts as a market maker in its own shares on the relevant stock exchanges and in indices in which the Company’s shares form a significant part, as well as offers share-related products. Should the Company not be able to trade in its own shares, the Company would not be able to provide a full range of products in the same manner as its competitors, which would lead to the Company losing market shares, and it would not be able to fulfil its current market maker undertakings towards relevant stock exchanges and the financial markets at large.

In light of the above, the Board of Directors of the Company proposes to the Annual General Meeting to resolve that the Company, for the purpose of the ordinary course of its securities trading business as a credit institution, may transfer its existing own shares for consideration as follows.

The Company may 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 a directed share issuance. The facilitation of the Company’s securities trading business, in which the ability to also trade in the Company’s own shares is required, forms a weighty financial reason for a directed issuance.

The maximum number of the Company’s own shares to be transferred shall not exceed 175,000,000 shares, which corresponds to approximately 4.8% of all the shares in the Company on the date of this notice to the Annual General Meeting. The Company’s own shares may be transferred through any trading venue or in transactions with counterparties of the securities trading business outside of a trading venue or through the use of derivative instruments, in each case, at arms-length market terms and price prevailing at the time of the transfer or at the time of the entry into the relevant derivative instrument, as the case may be. The Company’s own shares that may be transferred shall be subscribed for no later than at the time of the transfer and shall be paid for no later than upon the delivery of such shares. The subscription price shall be recorded in the invested unrestricted equity of the Company.

The Company’s own shares shall be transferred before the subscription period expires, which will be at the end of the next Annual General Meeting of the Company.

It is proposed that the Annual General Meeting resolves to approve all subscriptions that will be made in accordance with the terms and conditions of the directed issuance.

20. Resolution on the authorisation for the Board of Directors to decide on the repurchase of the Company’s own shares

Pursuant to its dividend policy Nordea Bank Abp will continuously assess the opportunity to use share buy-backs as a tool to distribute excess capital. In line with these considerations, the Board of Directors of the Company proposes to the Annual General Meeting to resolve to authorise the Board of Directors, on one or several occasions, to decide on the repurchase of an aggregate of not more than 350,000,000 shares in the Company, which corresponds to approximately 9.6% of all the shares in the Company on the date of this 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.

The Company’s own shares may be repurchased as follows:

a)                        Not more than 350,000,000 shares may be repurchased to distribute excess capital in order to optimise the capital structure of the Company. The purpose of such repurchase is to optimise the capital position and to increase sustainable shareholder return to the benefit of all shareholders.

b)                        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.

The Company’s own shares may only be repurchased using the unrestricted equity of the Company. The shares 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 shall be authorised to decide on all other terms relating to the repurchases of the Company’s own shares.

The authorisation shall remain in force and effect for 18 months from the resolution of the Annual General Meeting of the Company. If this authorisation is granted, it will not revoke the authorisation to decide on the repurchase of the Company’s own shares granted to the Board of Directors by the Annual General Meeting on 24 March 2022 which, in accordance with that authorisation, will remain in effect until 24 September 2023.

In addition to the above terms, it is noted that any resolution by the Board of Directors to repurchase shares based on the proposed authorisation will also be subject to the condition that the Company has obtained the necessary regulatory permissions from the European Central Bank.

21. Resolution on the authorisation for the Board of Directors to decide on share issuances or transfers of the Company’s own shares

The Board of Directors of the Company proposes to the Annual General Meeting to resolve to authorise the Board of Directors, on one or several occasions, to decide on the issuance of new shares or transfer of the Company’s own shares of not more than 30,000,000 shares in the Company, which corresponds to approximately 0.8% of all the shares in the Company on the date of this 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 (a) to implement 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, or (b) as payment in connection with corporate acquisitions.

The Board of Directors shall be authorised to decide on all other terms relating to the issuance of new shares in the Company or transfers of the Company’s own shares. The authorisation shall remain in force and effect until the earlier of (i) the end of the next Annual General Meeting of the Company or (ii) 18 months from the resolution of the Annual General Meeting of the Company.

If this authorisation is granted, it will revoke the authorisation to decide on share issuances or transfers of the Company’s own shares granted to the Board of Directors by the Annual General Meeting on 24 March 2022.

22. Closing of the meeting

B. Documents of the Annual General Meeting

This notice which includes the agenda of the Annual General Meeting, the resolution proposals and the organisational document of the Annual General Meeting are available on the Company’s website at www.nordea.com/agm. The annual report, containing the annual accounts, the Board of Directors’ report and the Auditor’s report, and the remuneration report for governing bodies are available on the said website as of 2 March 2023 at the latest. These documents will also be viewable at the meeting. The minutes of the Annual General Meeting will be available on the said website as of 6 April 2023 at the latest.

C. Instructions for the participants in the Annual General Meeting

Instructions on registration for the Annual General Meeting for shareholders wishing to participate in the meeting at the meeting venue are set out in subsections 1, 2 and 3 below.

In connection with the registration and advance voting, at least the following information is requested: the shareholder’s name, national identification number or business ID, email address, address, telephone number and information on a possible authorised representative. Strong electronic identification of private persons for registration on the Company’s website requires the use of Finnish, Swedish or Danish online banking IDs or mobile certificates. Instructions for holders of nominee registered shares are set out below under subsection “6. Holders of nominee registered shares”. For shareholders that are Finnish legal persons, electronic registration requires providing the entity’s Business ID and that the relevant authorised person uses strong electronic identification for the registration. For shareholders that are legal persons with shares registered with Euroclear Sweden AB in Sweden or with shares registered with VP Securities A/S in Denmark, registration requires providing the entity’s Business ID, name of the shareholder, name and birthdate of the authorised representative, and an email address, address and telephone number as contact information. Information on proxy documents and Suomi.fi authorisations is set out in subsection 5 below.

The personal data given by the shareholders to the Company is only used in connection with the Annual General Meeting and the processing of related registrations. For further information on how Nordea Bank Abp processes your personal data, please visit www.nordea.com/en/privacy-policy.

The Company encourages shareholders to make use of the option to vote in advance. The instructions for advance voting are set out in subsection 4 below.

More information on registration for the meeting and advance voting is available until 16 March 2023 by phone from Innovatics Ltd at +358 10 2818 909 from Monday to Friday between 9.00 and 12.00 EET and between 13.00 and 16.00 EET.

The meeting can also be followed online via a live webcast on Nordea’s website. It is possible to submit questions to the Q&A session with senior management before and during the webcast. Such questions do not constitute questions referred to in Chapter 5, Section 25 of the Finnish Companies Act, and following the meeting via the webcast does not constitute official participation in the Annual General Meeting. More information on the webcast and submitting questions before the Annual General Meeting is set out in subsection 7 below.

1. Shareholders with shares registered with Euroclear Finland Oy in Finland

Each shareholder who is registered on 13 March 2023 in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on the shareholder’s personal Finnish book-entry account is registered in the shareholders’ register of the Company.

A shareholder who is registered in the Company’s shareholders’ register and who wishes to participate in the Annual General Meeting shall notify the Company thereof according to the instructions set out below.

Notification of participation shall be made no later than by 23.59 EET on 16 March 2023

-          electronically on the Company’s website: www.nordea.com/agm

-          by email to agm [at] innovatics.fi (agm[at]innovatics[dot]fi) or

-          by regular mail: Innovatics Ltd, AGM/Nordea, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

2. Shareholders with shares registered with Euroclear Sweden AB in Sweden

Shareholders must be registered in the shareholders’ register held by Euroclear Sweden AB on 13 March 2023 to be entitled to participate in the Annual General Meeting. Such shareholders are re-registered by the Company in the shareholders’ register held by Euroclear Finland Oy provided that the shareholder has notified the Company thereof in accordance with the instructions set out below.

Notification of participation shall be made no later than by 23.59 EET on 15 March 2023

-          electronically on the Company’s website: www.nordea.com/agm

-          by email to agm [at] innovatics.fi (agm[at]innovatics[dot]fi) or

-          by regular mail: Innovatics Ltd, AGM/Nordea, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

Shareholders whose shares are held in trust in Sweden must instruct the trustee to re-register their shares in the shareholders’ own name in the shareholders’ register held by Euroclear Sweden AB in good time prior to 15 March 2023 which is the deadline for re-registration.

3. Shareholders with shares registered with VP Securities A/S in Denmark

Shareholders must be registered in the shareholders’ register held by VP Securities A/S on 13 March 2023 to be entitled to participate in the Annual General Meeting. Such shareholders are re-registered by the Company in the shareholders’ register held by Euroclear Finland Oy provided that the shareholder has notified the Company thereof in accordance with the instructions set out below.

Notification of participation shall be made no later than by 23.59 EET on 16 March 2023

-          electronically on the Company’s website: www.nordea.com/agm

-          by email to agm [at] innovatics.fi (agm[at]innovatics[dot]fi) or

-          by regular mail: Innovatics Ltd, AGM/Nordea, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

Shareholders whose shares are held in trust in Denmark must instruct the trustee to re-register their shares in the shareholders’ own name in the shareholders’ register held by VP Securities A/S in good time prior to 13 March 2023 which is the deadline for re-registration.

4. Advance voting

A shareholder can vote in advance on certain items on the agenda of the Annual General Meeting. Advance voting commences on 2 March 2023 and ends on 16 March 2023 at 23.59 EET.

Each shareholder who is registered in the shareholders’ register of the Company held by Euroclear Finland Oy as described in subsection 1 above, in the shareholders’ register held by Euroclear Sweden AB as described in subsection 2 above, or in the shareholders’ register held by VP Securities A/S as described in subsection 3 above can vote in advance:

• electronically on the Company’s website: www.nordea.com/agm
• by emailing the advance voting form available on the Company’s website to: agm [at] innovatics.fi (agm[at]innovatics[dot]fi) or
• by regular mail by sending the advance voting form available on the Company’s website to: Innovatics Ltd, AGM/Nordea, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

Shareholders whose shares are held in trust in Sweden or Denmark and who wish to vote in advance are advised to instruct the trustee to vote in advance on behalf of such shareholders by 23.59 EET on 16 March 2023 at the latest according to the instructions set out in this notice.

A shareholder who has voted in advance may request information under the Finnish Companies Act, request a vote at the Annual General Meeting or vote on a possible counterproposal if they are present or represented at the Annual General Meeting at the meeting venue.

Further instructions for advance voting will be available on the Company’s website at www.nordea.com/agm on 2 March 2023 at the latest.

5. Proxy representative and powers of attorney

A shareholder of the Company may participate in the Annual General Meeting and exercise their shareholders’ rights at the meeting and/or vote in advance through a proxy representative. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting and/or vote in advance. When a shareholder participates in the Annual General Meeting or votes in advance through several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in the proxy documents. The proxy documents shall be delivered primarily as attachments in connection with registering on the Company’s website at www.nordea.com/agm, or by email to agm [at] innovatics.fi (agm[at]innovatics[dot]fi), or mailed or delivered as originals to: Innovatics Ltd, AGM/Nordea, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, in good time and they must arrive by 23.59 EET on 16 March 2023 at the latest.

The original proxy documents shall be presented to the Company upon request. Further instructions, including a proxy template, will be available on the Company’s website at www.nordea.com/agm.

Shareholders that are legal entities can also use the electronic Suomi.fi authorisation service for authorising proxies. For such authorisation, a shareholder authorises a representative in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic “Representation at the General Meeting”). When registering, the representative must identify themselves with strong electronic identification using their personal Finnish online banking IDs or a mobile certificate, after which the electronic mandate is automatically checked. For more information, see www.suomi.fi/e-authorizations.

6. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of the shares based on which they on the record date of the Annual General Meeting on 13 March 2023 would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered in the temporary shareholders’ register held by Euroclear Finland Oy by 10.00 EET on 20 March 2023 at the latest. In terms of nominee registered shares, this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request without delay the relevant instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from their custodian bank. The account management organisation of the custodian bank shall register a holder of nominee registered shares who wants to participate in the Annual General Meeting in the temporary shareholders’ register of the Company and vote in advance on behalf of the nominee registered shareholder by 10.00 EET on 20 March 2023 at the latest.

For the avoidance of doubt, instructions for shareholders whose shares are held in trust in Sweden or Denmark are set out above in subsection “2. Shareholders with shares registered with Euroclear Sweden AB in Sweden” and in subsection “3. Shareholders with shares registered with VP Securities A/S in Denmark”, respectively.

Further instructions are available on the Company’s website at www.nordea.com/agm.

7. Webcast of the Annual General Meeting and other information

The meeting can be followed online via a live webcast. Detailed instructions on following the webcast will be available on the Company’s website at www.nordea.com/agm before the Annual General Meeting.

It will be possible to submit questions to the Q&A session with senior management before and during the webcast. Before the meeting, questions can be submitted by email to agm [at] nordea.com or by regular mail to Nordea AGM / Group Legal SATA V5A, Satamaradankatu 5, FI-00020 Nordea, Finland. The Company will strive to answer all questions that are received before the Annual General Meeting. Questions submitted before the meeting or through the webcast will not constitute questions referred to in Chapter 5, Section 25 of the Finnish Companies Act. Following the meeting via webcast is not considered as participation in the Annual General Meeting. Shareholders following the meeting via webcast can exercise their voting rights by voting on the matters on the agenda in advance in accordance with the instructions provided in subsection 4 above.

To ensure the health and safety of the participants, shareholders are asked not to attend the Annual General Meeting in person if they are feeling unwell. Shareholders are kindly asked to take into account that there is no reserved parking space available at the Annual General Meeting venue or its vicinity and that the Company will not cover any parking fees. The Company therefore encourages shareholders who wish to attend the Annual General Meeting at the venue to arrive with public transport, or alternatively make use of the advance voting and webcast. The Annual General Meeting will be conducted mainly in Swedish, and partly in Finnish and English. Simultaneous interpretation will be available into Swedish, Finnish and English.

Shareholders, assistants and proxy representatives must be able to prove their identity and/or right of representation at the meeting venue.

Information on the Annual General Meeting required by the Finnish Companies Act and the Securities Markets Act is available on the Company’s website at www.nordea.com/agm.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to ask questions and request information with respect to the matters to be considered at the meeting.

Changes in shareholding after the record date do not affect the right to attend the Annual General Meeting or the number of votes. On the day of this notice to the Annual General Meeting, 23 February 2023, the total number of shares in the Company is 3,627,595,959, which equals 3,627,595,959 votes.

Helsinki on 23 February 2023
Nordea Bank Abp
Board of Directors

This notice is published in English, Swedish and Finnish. In the event of any inconsistencies between the language versions, the Swedish version shall prevail.

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 set out above, at 9.00 EET on 23 February 2023.