REG - Nordea Bank Abp - Nordea’s Annual General Meeting 2024 and...

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21/03/2024 14:45

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RNS Number : 8386H  Nordea Bank Abp  21 March 2024

Nordea's Annual General Meeting 2024 and decisions of the statutory Board meeting

Nordea Bank Abp

Stock exchange release - Decisions of general meeting

21 March 2024 at 15.30 EET

The Annual General Meeting (AGM) of Nordea Bank Abp was held today at Scandic
Marina Congress Center in Helsinki. 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 by the Board of Directors and
the Shareholders' Nomination Board were approved. The Board of Directors
decided in its statutory meeting held after the AGM to distribute an ordinary
dividend of EUR 0.92 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 3,581 shareholders representing 1,757,951,577 shares and votes,
corresponding to approximately 50.1% of the total number of shares and votes
in Nordea, were represented at the AGM including shareholders who had voted in
advance or were represented by proxy. A summary of the advance votes and
voting instructions submitted ahead of the AGM will be available at
www.nordea.com/agm (http://www.nordea.com/agm) later today.

Ordinary dividend

The AGM authorised the Board of Directors to decide on a dividend payment of a
maximum of EUR 0.92 per share based on the annual accounts adopted for the
financial year ended on 31 December 2023.

The Board decided in its statutory meeting on the payment of an ordinary
dividend in a single instalment of EUR 0.92 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 25 March 2024 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 2024 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. Sir Stephen Hester,
Petra van Hoeken, John Maltby, Risto Murto, Lene Skole, Per Strömberg, Jonas
Synnergren, Arja Talma and Kjersti Wiklund were re-elected as Board members
and Lars Rohde was elected as a new Board member for the period until the end
of the next AGM. Sir Stephen Hester was re-elected as Chair of the Board of
Directors until the end of the next AGM.

Lars Rohde (69), a Danish citizen, is recognised as a leading banking
professional with a profound understanding of the Danish financial sector and
society. During his 40-year career in the banking industry, Lars Rohde has
held positions both as a commercial finance executive and financial services
official. For the last 10 years, he was the Governor of the National Bank of
Denmark until stepping down from the role in 2023. Prior to this, he was the
CEO of ATP, the largest pension company in Denmark. Lars Rohde is a board
member of the Aarhus University and the Nadija Children's Hospital &
Research Institute.

The Board of Directors also has three ordinary members and one deputy member
elected by the employees of the Nordea Group. For the period until the end of
the next AGM, the employees have elected Joanna Koskinen, Gerhard Olsson and
Kasper Skovgaard Pedersen as ordinary members of the Board of Directors and
Jørgen Suo Lønnquist as a deputy member of the Board of Directors.

Jørgen Suo Lønnquist (43), a Norwegian citizen, has worked in various roles
at Nordea for over 15 years and is currently serving as Chief Union
Representative and Head of the Union Board of the Norwegian union
Finansforbundet in Nordea Norway, and also as an elected Board member of
Finansforbundet. He holds a master's degree in management from BI Norwegian
Business School in Oslo.

Relevant authority approvals for Lars Rohde and Jørgen Suo Lønnquist are
pending.

In its statutory meeting following the AGM, the Board of Directors elected
Lene Skole as the Vice Chair of the Board of Directors. The Board of Directors
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,
Kjersti Wiklund and Lars Rohde.

·      Board Remuneration and People Committee: Sir Stephen Hester
(Chair), Arja Talma, Per Strömberg and Gerhard Olsson.

·      Board Operations and Sustainability Committee: Kjersti Wiklund
(Chair), Jonas Synnergren, Per Strömberg 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 2023.

Remuneration Report and Remuneration Policy for Governing Bodies

The AGM adopted, through an advisory resolution, the Remuneration Report for
Governing Bodies for 2023.

The AGM also adopted, through an advisory resolution, the Remuneration Policy
for Governing Bodies, which is intended to be applied until the Annual General
Meeting in 2028.

Remuneration of the Board members

The AGM decided on annual remuneration to the Board members as follows:

 Role                                                                   2024 (EUR)
 Chair                                                                  365,000
 Vice Chair                                                             171,000
 Other members of the Board of Directors                                109,000
 Board Audit Committee, Board Risk Committee, and Board Operations and  69,500
 Sustainability Committee chairs
 Board Audit Committee, Board Risk Committee, and Board Operations and  34,500
 Sustainability Committee members
 Board Remuneration and People Committee Chair                          53,000
 Board Remuneration and People Committee members                        30,000

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 and of the sustainability reporting assurer

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.

PricewaterhouseCoopers Oy was also elected as the assurer of the Company's
sustainability reporting for the period until the end of the next AGM.
Authorised sustainability auditor Jukka Paunonen will act as the responsible
sustainability reporting auditor.

The AGM decided that the remuneration of the sustainability reporting assurer
is to be paid according to the invoice approved by the Company.

Authorisation for the Board of Directors to decide on the issuance of special rights entitling to shares (convertibles) in the Company

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 340,000,000 shares, which
corresponds to approximately 9.7% of all the shares in the Company on the date
of the notice to the AGM. The authorisation remains 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 2024.

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 are repurchased otherwise than in proportion to
the shareholdings of the Company's shareholders (directed repurchase) and may
be 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 5.0% 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 340,000,000 shares in the
Company, which corresponds to approximately 9.7% 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 340,000,000 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 remains 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
23 March 2023 which, in accordance with that authorisation, remains in effect
until 23 September 2024.

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
0.9% of all the shares in the Company on the date of the notice to the AGM.

The shares may be issued or transferred in proportion to existing
shareholdings in the Company or in deviation from the shareholders'
pre-emptive subscription right 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 remains 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 2024. The authorisation revoked the
authorisation to decide on share issuances or transfers of the Company's own
shares granted to the Board of Directors by the AGM held on 23 March 2023.

Shareholder proposal for amendment of the Company's Articles of Association

The AGM resolved not to adopt the proposal of shareholders Greenpeace Nordic,
Swedish Society for Nature Conservation (Naturskyddsföreningen) and
Mellemfolkeligt Samvirke / Action Aid Denmark to amend the Company's Articles
of Association.

AGM materials available on Nordea.com

The proposals of the Shareholders' Nomination Board to the AGM were published
in their complete form in a stock exchange release on 31 January 2024 and
those of the Board of Directors and of the shareholders on 21 February 2024.
The annual report, containing the annual accounts, the Board of Directors'
report and the Auditor's report, as well as the Remuneration Report and the
Remuneration Policy for Governing Bodies, were published on 26 February 2024.
The documents are available at www.nordea.com/agm (http://www.nordea.com/agm)
. The minutes of the AGM will be available at www.nordea.com/agm
(http://www.nordea.com/agm) as of 4 April 2024 at the latest.

For further information:

Ilkka Ottoila, Head of Investor Relations, +358 9 5300 7058

Media inquiries, +358 10 416 8023 or press@nordea.com
(mailto:press@nordea.com)

The information provided in this stock exchange release was submitted for
publication, through the agency of the contacts set out above, at 15.30 EET on
21 March 2024.

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