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 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:

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. The minutes of the AGM will be available at 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

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.