Nordea Bank Abp
Stock exchange release - Decisions of general meeting
23 March 2023 at 17.00 EET
The Annual General Meeting (AGM) of Nordea Bank Abp was held today at Messukeskus, Helsinki Expo and Convention Centre. Shareholders were also able to exercise their voting rights by voting in advance and it was possible to follow the AGM through a live webcast. All proposals to the AGM were approved. The Board of Directors decided in its statutory meeting held after the AGM to distribute an ordinary dividend of EUR0.80 per share to shareholders in accordance with the mandate received from the AGM. The Board also elected the Vice Chair of the Board of Directors and the members of the Board committees.
A total of 4,385 shareholders representing 2,192,833,027 shares and votes, corresponding to approximately 60.4% of the total number of shares and votes in Nordea, were represented at the AGM including shareholders who have voted in advance or are represented by proxy. A summary of the advance votes and voting instructions submitted ahead of the AGM will be available at nordea.com/agm later today.
Ordinary dividend
The AGM authorised the Board 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 Board decided in its statutory meeting on the payment of an ordinary dividend in a single instalment of EUR 0.80 per share to shareholders in accordance with the mandate received from the AGM.
The dividend will be paid to shareholders who on the record date for the dividend on 27 March 2023 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. The dividend will not be paid to shares held by the Company on the dividend record date. The dividend payment date is 3 April 2023 or as soon as possible thereafter.
Election of Board members and the composition of the Board
The AGM elected ten members of the Board of Directors. Stephen Hester, Petra van Hoeken, John Maltby, Lene Skole, Birger Steen, Jonas Synnergren, Arja Talma and Kjersti Wiklund were re-elected as Board members and Risto Murto and Per Strömberg were elected as new Board members for the period until the end of the next AGM. Stephen Hester was re-elected as Chair of the Board of Directors until the end of the 2024 AGM.
The Board of Directors also 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 Gerhard Olsson as ordinary members of the Board of Directors and Joanna Koskinen as a deputy member of the Board of Directors.
In its statutory meeting following the AGM, the Board elected Lene Skole as the Vice Chair of the Board. The Board appointed the members of the four Board committees as follows:
Board Audit Committee: John Maltby (Chair), Petra van Hoeken, Lene Skole and Arja Talma.
Board Risk Committee: Petra van Hoeken (Chair), John Maltby, Per Strömberg, Kjersti Wiklund and Birger Steen.
Board Remuneration and People Committee: Stephen Hester (Chair), Arja Talma, Per Strömberg and Gerhard Olsson.
Board Operations and Sustainability Committee: Birger Steen (Chair), Jonas Synnergren, Kjersti Wiklund and Risto Murto.
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 2022.
Remuneration Report for Governing Bodies
The AGM adopted, through an advisory resolution, the Remuneration Report for the Governing Bodies for 2022.
Remuneration of the Board members
The AGM decided on annual remuneration to the Board members as follows:
+-----------------------------------------------+----------+
|                     Role                      |2023 (EUR)|
+-----------------------------------------------+----------+
|Chair                                          |352,000   |
+-----------------------------------------------+----------+
|Vice Chair                                     |165,500   |
+-----------------------------------------------+----------+
|Other members of the Board of Directors        |105,500   |
+-----------------------------------------------+----------+
|Board Remuneration and People Committee Chair  |49,500    |
+-----------------------------------------------+----------+
|Board Remuneration and People Committee members|29,000    |
+-----------------------------------------------+----------+
|All other committee chairs                     |67,000    |
+-----------------------------------------------+----------+
|All other committee members                    |33,500    |
+-----------------------------------------------+----------+
No remuneration is paid to the Board members employed by the Nordea Group.
In addition, the Company 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.
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.
Amendment of the Articles of Association
The AGM approved the proposed amendments of the Company's Articles of Association. The amended articles enable also holding a general meeting without a meeting venue as a so-called virtual meeting. The amendment does not preclude arranging general meetings as in-person or hybrid meetings. Additionally, deciding on the adoption of the remuneration policy, when necessary, and the remuneration report were included among matters to be decided at an annual general meeting.
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 the issuance of special rights entitling to shares in the Company (convertibles), on one or several occasions. The maximum number of shares that may be issued based on the authorisation is 350,000,000 shares, which corresponds to approximately 9.6% of all the shares in the Company on the date of the notice to the AGM.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 AGM 2023.
Repurchase and transfer of own shares in the securities trading business
The AGM decided that the Company may, before the end of the next AGM, repurchase and transfer its own shares in order to facilitate its securities trading business. The shares may be repurchased otherwise than in proportion to the shareholdings of the Company's shareholders (directed repurchase) and transferred in deviation from the shareholders' pre-emptive subscription rights (directed share issuance). The AGM approved all subscriptions that will be made in accordance with the terms and conditions of the directed issuance. The maximum number of own shares to be repurchased shall not exceed 175,000,000 shares, and the maximum number of own shares to be transferred shall not exceed 175,000,000 shares, corresponding to approximately 4.8% of all the shares in the Company on the date of the notice to the AGM.
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 9.6% of all the shares in the Company on the date of the notice to the AGM, 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. 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 authorisation will remain in force and effect until 18 months from the AGM.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 2022 which, in accordance with that authorisation, will remain in effect until 24 September 2023.
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 to decide, on one or several occasions, 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 the notice to the AGM.
The shares may be issued or transferred also by way of a directed issuance and used to implement the Company's variable pay plans or as payment in connection with corporate acquisitions. 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 AGM 2023.
AGM materials available on Nordea.com
The proposals of the Shareholders' Nomination Board approved by the AGM were published in their complete form in a stock exchange release on 8 February and those of the Board of Directors on 23 February 2023. The Remuneration Report for Governing Bodies was published on 1 March 2023.The documents are available at nordea.com/agm. The minutes of the AGM will be available at nordea.com/agm as of 6 April 2023 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 set out above, at 17.00 EET on 23 March 2023.