Bli medlem
Bli medlem

Du är här

2020-05-28

Nordea: Decisions by Nordea's Annual General Meeting 2020 and Board of Directors

Nordea Bank Abp - Stock exchange release - Decisions of general
meeting

The Annual General Meeting ("AGM") of Nordea Bank Abp ("Nordea") was
held at the headquarters of Nordea in Helsinki on 28 May 2020 by
applying extraordinary meeting procedures due to the COVID-19
pandemic. Shareholders had the possibility to follow the AGM through
a web stream. 2,321,708,016 shares and votes, corresponding to
approximately 57.3 per cent of the total number of shares and votes
in Nordea, were represented at the AGM. The AGM supported all the
Board's and the Shareholders' Nomination Board's proposals by at
least 90 per cent of the votes cast. The AGM approved the financial
statements for the financial period ending 31 December 2019, decided
on an authorisation for the Board of Directors to decide on a
dividend payment of a maximum of EUR 0.40 per share and considered
the Remuneration Policy for Governing Bodies. The persons who have
served as members of the Board of Directors, President and Group CEO
and deputy Managing Director were discharged from liability for the
financial period ending 31 December 2019. Torbjörn Magnusson was
re-elected as chair of the Board of Directors and Jonas Synnergren
was elected as new board member.

Dividend
The AGM decided in accordance with the Board of Directors' proposal to
authorise the Board of Directors to decide on a dividend payment of a
maximum of EUR 0.40 per share for the financial year 2019 to be
distributed in one or several instalments.

The authorisation shall remain in force and effect until the beginning
of the next AGM. The Board of Directors intends to follow the
recommendation adopted by the European Central Bank in light of the
COVID-19 pandemic on 27 March 2020 and refrain from deciding on a
dividend payment based on the authorisation before 1 October 2020.
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 and decisions by the Board of Directors
The number of members of the Board of Directors to be elected by the
AGM was set at ten. Torbjörn Magnusson, Pernille Erenbjerg, Nigel
Hinshelwood, Robin Lawther, Sarah Russell, Birger Steen, Kari Jordan,
Petra van Hoeken and John Maltby were re-elected as board members and
Jonas Synnergren 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 of the Board of Directors appointed by the employees of
the Nordea Group. For the period until the end of the next AGM,
Gerhard Olsson, Kari Ahola and Dorrit Groth Brandt are appointed as
ordinary members and Hans Christian Riise as deputy member of the
Board of Directors by the employees.

At the subsequent statutory board meeting Kari Jordan was elected
vice-chair of the Board of Directors.

The Board of Directors appointed the members of the four board
committees as follows:

Sarah Russell (chair), Petra van Hoeken, Pernille Erenbjerg and Jonas
Synnergren were appointed members of the Board Audit Committee.

Nigel Hinshelwood (chair), Petra van Hoeken, John Maltby and Birger
Steen were appointed members of the Board Risk Committee.

Torbjörn Magnusson (chair), Kari Jordan, Robin Lawther and Gerhard
Olsson were appointed members of the Board Remuneration Committee.

Birger Steen (chair), Nigel Hinshelwood, John Maltby, Jonas Synnergren
and Pernille Erenbjerg were appointed members of the Board Operations
and Sustainability Committee.

Remuneration Policy for Governing Bodies
The AGM decided to adopt, through an advisory resolution, the
Remuneration Policy for the Governing Bodies.

Remuneration of board members
The AGM resolved on annual remuneration to board members amounting to
300,000 euro for the chair, 145,000 euro for the vice-chair and
95,000 euro for the other members.

In addition, annual remuneration will be paid for board committee work
on the Operations and Sustainability Committee, the Audit Committee
and the Risk Committee amounting to 60,000 euro for the committee
chair and 30,000 euro for the other members and for board committee
work on the Remuneration Committee amounting to 42,000 euro for the
committee chair and 26,000 euro for the other members.

The AGM further resolved that the company will cover or reimburse the
members of the Board of Directors all costs and expenses related to
or arising from the board membership.

No remuneration is paid to members of the Board of Directors employed
by the Nordea Group.

Election and remuneration of auditor
PricewaterhouseCoopers Oy was re-elected as auditor for the period
until the end of next AGM. Authorised public accountant Jukka
Paunonen will act as the responsible auditor.

The AGM decided that the auditor's fee is to be paid according to an
invoice approved by the company.

Approval of the nomination board's revised charter
The AGM resolved to approve the revised Charter of the Shareholders'
Nomination Board. The changes were made in order to clarify and
incorporate statutory requirements in the Charter of the
Shareholders' Nomination Board, for example, evaluation of the
succession plan for the Board of Directors as well as the selection
criteria and selection process for senior management, review of the
remuneration policy for governing bodies in respect of the
remuneration of the members of the Board of Directors and taking into
account Nordea's Diversity Policy and the objective thereunder.
Further, certain technical revisions have been made and the process
for determining the appointment right of the largest shareholders has
been clarified.

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

The Board of Directors was authorised to decide on the issuance of
special rights entitling to shares, either new shares or treasury
shares, against payment (convertibles). The maximum number of shares
that may be issued based on this authorisation is 404,995,191 shares,
which corresponds to approximately 10 per cent of the company's
outstanding shares. The issuance of special rights by virtue of the
authorisation may be made with or without preferential rights for
existing shareholders. 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 resolution of the AGM.

The Board of Directors was authorised to decide on all other matters
relating to the issuance of the special rights entitling to shares in
the company. The issuance of the special rights entitling to shares
by virtue of this authorisation shall be made on market terms and
principally be issued in the international capital markets.

The purpose of the authorisation is to facilitate a flexible and
efficient adjustment of the company's capital structure to capital
requirements.

Repurchase of own shares in the securities trading business
The AGM resolved that Nordea, before the end of the next AGM, may
repurchase own shares on an ongoing basis in order to facilitate its
securities trading business. In its securities trading business,
Nordea, among other things, acts as a market maker in its own shares
on the relevant stock exchanges and in indices in which Nordea shares
form a significant part as well as offers products related to the
shares. The company's own shares may be repurchased otherwise than in
proportion to the shareholdings of the company's shareholders
(directed repurchases). The facilitation of the company's securities
trading business, in which the ability to trade also in own shares is
required, forms a weighty financial reason for directed repurchases.
The number of own shares to be repurchased may not exceed 175,000,000
shares, which corresponds to approximately 4.32 per cent of the
company's shares.

Transfer of own shares in the securities trading business
The AGM resolved that Nordea, before the end of the next AGM, may
transfer own shares in the ordinary course of its securities trading
business with deviation from the shareholders' pre-emptive rights by
way of a directed share issuance. The facilitation of the company's
securities trading business, in which the ability to trade also in
own shares is required, forms a weighty financial reason for a
directed issuance. The number of own shares to be transferred may not
exceed 175,000,000 shares, which corresponds to approximately 4.32
per cent of the company's shares. The AGM further resolved 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
the company's own shares

The Board of Directors was authorised to decide on the repurchase of
not more than 225,000,000 shares, which corresponds to approximately
5.56 per cent of the total number of shares in the company, subject
to the condition that the number of own shares held by the company at
any given time may not exceed 10 per cent of all shares in the
company. The shares may be repurchased on one or several occasions
either through an offer to all shareholders on equal terms or through
other means and in another proportion than that of the shares held by
current shareholders (directed purchases). The company's own shares
must be repurchased using the unrestricted equity of the company. The
company's own shares must be repurchased at a price that does not
exceed the market price prevailing on the relevant stock exchange at
the time of the repurchase or otherwise at a price formed on the
market.

The company's own 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 or in order to optimise the capital
structure of the company or to be used as payment in connection with
corporate acquisitions and may hence be further transferred or
cancelled. However, the number of the company's own shares to be
repurchased for remuneration purposes may not exceed 25,000,000
shares and the number of the company's own shares to be repurchased
to optimise the capital structure may not exceed 200,000,000 shares.

The Board of Directors was authorised to decide on all other terms
concerning the repurchase of the company's own shares, including how
shares are...

Författare Cision News

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.