TIDM49IO
RNS Number : 0627U
Nordea Bank Abp
23 March 2023
Nordea's Annual General Meeting 2023 and decisions of the
statutory Board meeting
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 EUR 0.80 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.
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END
AGMUOOVRORUOUAR
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March 23, 2023 11:33 ET (15:33 GMT)
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