Nordea’s Annual General Meeting 2021 and decisions by the Board of Directors
Nordea Bank Abp
Stock exchange release – Decisions of general meeting
24 March 2021 at 15.00 EET
The Annual General Meeting (AGM) of Nordea Bank Abp was held today at the headquarters of Nordea in Helsinki by applying extraordinary meeting procedures due to the COVID-19 pandemic. In order to ensure the health and safety of shareholders, employees and other stakeholders, it was not possible to attend the meeting in person. A separate webcast for shareholders will be arranged today at 16.00 EET where the shareholders will be able to follow the presentations of the Chair of the Board of Directors and the President and Group CEO, and have the opportunity to ask questions on topics related to the AGM from senior management.
A total of 2,418 shareholders representing 2,433,913,660 shares and votes, corresponding to approximately 60.1 % of the total number of shares and votes in Nordea, were represented at the AGM. The AGM supported all the proposals by the Board of Directors and the Shareholders’ Nomination Board by at least 84.74 % of the votes cast.
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 2020.
Dividend
The AGM authorised the Board of Directors to decide on a dividend payment, in one or several instalments, of a maximum of EUR 0.72 per share based on the balance sheet adopted for the financial year ended 31 December 2020.
The authorisation shall remain in force and effect until the beginning of the next AGM. The Board of Directors has decided to follow the recommendation by the European Central Bank (ECB) to refrain from or limit dividends until the end of September 2021 and will refrain from deciding on a dividend payment based on the authorisation before 1 October 2021, unless the ECB updates or revokes its recommendation. Nordea will publish any possible decisions on dividend payment by the Board of Directors separately, and simultaneously confirm the dividend record and payment dates.
Election of board members
The number of members of the Board of Directors to be elected by the AGM was set at ten. Torbjörn Magnusson, Nigel Hinshelwood, Birger Steen, Sarah Russell, Robin Lawther, Kari Jordan, Petra van Hoeken, John Maltby and Jonas Synnergren were re-elected as board members and Claudia Dill was elected as new board member for the period until the end of the next AGM. Torbjörn Magnusson was re-elected as Chair of the Board of Directors.
Further, the Board of Directors 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 Gerhard Olsson, Kari Ahola and Hans Christian Riise as ordinary members and Dorrit Groth Brandt as deputy member of the Board of Directors.
Remuneration Report for Governing Bodies
The AGM decided to adopt, through an advisory resolution, the Remuneration Report for the Governing Bodies for 2020.
Remuneration of board members
The AGM decided on annual remuneration to board members amounting to EUR 312,000 for the Chair, EUR 150,800 for the Vice Chair and EUR 98,800 for the other members.
In addition, annual remuneration will be paid for the work on the Board Audit Committee, Board Risk Committee and Board Operations and Sustainability Committee amounting to EUR 62,400 for the committee Chair and EUR 31,200 for the other committee members, and for work on the Board Remuneration Committee amounting to EUR 43,700 for the committee Chair and EUR 27,000 for the other committee members.
No remuneration is paid to board members employed by the Nordea Group.
The AGM further decided that the company will cover or reimburse the board members all costs and expenses related to or arising from the board membership.
Election and remuneration of auditor
PricewaterhouseCoopers Oy was re-elected as 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.
Authorisation for the Board of Directors to decide on 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 one or several occasions, on the issuance of special rights entitling to either new shares or treasury shares in the company, 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 the authorisation is 404,995,191 shares, which corresponds to approximately 10% of all the shares in the company.
The Board of Directors was authorised to decide on all other matters relating to the issuance of the convertibles. The issuance of convertibles 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 AGM or (ii) 18 months from the AGM decision.
Repurchase and transfer of own shares in the securities trading business
The AGM decided that the company, before the end of the next AGM, may repurchase own shares on an ongoing basis in order to facilitate its securities trading business. The company’s own shares may be repurchased otherwise than in proportion to the shareholdings of the company’s shareholders (directed repurchases). The number of own shares to be repurchased may not exceed 175,000,000 shares, which corresponds to approximately 4.32% of all the shares in the company.
Further, the AGM decided that the company, before the end of the next AGM, may transfer own shares in its ordinary course securities trading business in deviation from the shareholders’ pre-emptive subscription rights by way of directed share issuances. The number of own shares to be transferred may not exceed 175,000,000 shares, which corresponds to approximately 4.32% of all the shares in the company. The AGM decided to approve all subscriptions that will be made in accordance with the terms and conditions of the directed issuance.
Authorisation for the Board of Directors to decide on repurchase of own shares
The Board of Directors was authorised, on one or several occasions, to decide on the repurchase of an aggregate of not more than 500,000,000 own shares, which corresponds to approximately 12.35% of all the shares in the company, 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 500,000,000 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 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. Own shares may only be repurchased using the unrestricted equity of the company, and 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 repurchase of its own shares, the company may enter into derivative, share lending or other similar arrangements.
The Board of Directors was authorised to decide on all other terms relating to the repurchase. The authorisation shall remain in force and effect until 18 months from the AGM decision.
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 ECB.
Authorisation for the Board of Directors to decide on share issuances or transfer of own shares
The Board of Directors was authorised, on one or several occasions, to decide on the issuance of new shares or transfer of own shares of not more than 30,000,000 shares, which corresponds to approximately 0.74% of all the shares in the company. The shares may be issued or transferred in proportion to the company’s shareholders’ existing shareholdings 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 to implement 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 as payment in connection with corporate acquisitions.
The Board of Directors was authorised to decide on all other terms relating to the issuance of new shares or transfers of own shares. The authorisation shall remain in force and effect until the earlier of (i) the end of the next AGM or (ii) 18 months from the AGM decision.
Decisions by the Board of Directors
At the statutory board meeting Kari Jordan was re-elected Vice Chair of the Board of Directors.
To align to Nordea’s strategic priorities within talent management, succession planning, diversity & inclusion and other strategic people-related topics, the Board of Directors decided to expand the current duties of the Board Remuneration Committee accordingly. To reflect the changes in the scope of responsibilities, the Board Remuneration Committee was renamed the Board Remuneration and People Committee (BRPC).
The Board of Directors appointed the members of the four board committees as follows:
John Maltby (Chair), Petra van Hoeken, Sarah Russell and Jonas Synnergren were appointed members of the Board Audit Committee.
Nigel Hinshelwood (Chair), Claudia Dill, Petra van Hoeken and Birger Steen were appointed members of the Board Risk Committee.
Torbjörn Magnusson (Chair), Kari Jordan, Robin Lawther, Sarah Russell and Gerhard Olsson were appointed members of the Board Remuneration and People Committee.
Birger Steen (Chair), Claudia Dill, Nigel Hinshelwood, John Maltby and Jonas Synnergren were appointed members of the Board Operations and Sustainability Committee.
Presentations of the Chair of the Board of Directors and the President and Group CEO, webcast for shareholders and minutes of the AGM
The pre-recorded presentations by the Chair of the Board of Directors, Torbjörn Magnusson, and the President and Group CEO, Frank Vang-Jensen, will be available today on the company’s website at www.nordea.com/en/annual-general-meeting.
A webcast for shareholders will be arranged today at 16.00 EET where the shareholders will be able to follow the presentations of the Chair of the Board of Directors and the President and Group CEO. Further, the shareholders will have the opportunity to ask questions on topics related to the AGM from senior management. A recording of the webcast will be available on the company’s website at www.nordea.com/en/annual-general-meeting after the webcast.
The minutes of the Annual General Meeting will be available on the company’s website at www.nordea.com/en/annual-general-meeting later today.
For further information:
Matti Ahokas, Head of Investor Relations, +358 9 53008011
Group Communication, +358 104 1680 23 or press@nordea.com
The information provided in this stock exchange release was submitted for publication, through the agency of the contact persons set out above, at 15.00 EET on 24 March 2021.