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2020-04-28

Nordea: Indkaldelse til ordinær generalforsamling i Nordea Bank Abp

Nordea Bank Abp - Børsmeddelelse - Indkaldelse til generalforsamling

The shareholders of Nordea Bank Abp (the "Company") are hereby
summoned to the Annual General Meeting to be held on Thursday 28 May
2020 at 3.00 pm EET (2.00 pm CET) at the headquarters of Nordea,
Hamnbanegatan 5, Helsinki, Finland. Shareholders can only participate
in the Annual General Meeting and exercise their shareholders' rights
by voting in advance or through a proxy representative, and by posing
counterproposals and questions in advance. Instructions to
shareholders are further described in Section C of this notice. It is
not possible to attend the meeting in person.

Due to the COVID-19 pandemic and in order to ensure the health and
safety of the Company's shareholders, employees and other
stakeholders, the Board of Directors of Nordea Bank Abp has resolved
on extraordinary meeting procedures pursuant to the temporary
legislation adopted by the Finnish Parliament on 24 April 2020.

Shareholders can follow the Annual General Meeting through a web
stream in accordance with the instructions at
www.nordea.com/en/annual-general-meeting. It is not possible to ask
questions or vote through the web stream and following the web stream
without voting in advance or issuing a proxy is not considered as
participation in the Annual General Meeting.

A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be
considered:

1. Opening of the meeting

2. Calling the meeting to order

Lagman Johan Aalto will act as Chairman of the Annual General Meeting.
Should Johan Aalto be prevented for a weighty reason from acting as
Chairman, the Board of Directors of the Company will appoint the
person it deems most suitable to act as Chairman of the Annual
General Meeting.

3. Election of person to scrutinise the minutes and to supervise the
counting of votes

Lawyer Lauri Marjamäki will scrutinise the minutes and supervise the
counting of votes at the Annual General Meeting. Should Lauri
Marjamäki be prevented for a weighty reason from scrutinising the
minutes and supervising the counting of votes, the Board of Directors
will appoint the person it deems most suitable to scrutinise the
minutes and supervise the counting of votes.

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of
votes

All shareholders who have voted in advance in accordance with the
instructions of this notice and who in accordance with Chapter 5,
Section 6 and 6a of the Finnish Companies Act have the right to
attend the meeting will be recorded to have attended at the meeting.

6. Presentation of the annual accounts, the report of the Board of
Directors and the Auditor's report for the year 2019

The review by the President and Group CEO will be presented to the
shareholders through the web stream of the Annual General Meeting.

Furthermore, the annual report, containing the financial statements,
the Board of Director's report and the Auditor's report, is available
at the Company's website at www.nordea.com/en/annual-general-meeting,
and thus deemed presented at the meeting.

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and
the payment of dividend

In light of the COVID-19 pandemic and the related recommendation
adopted by the European Central Bank ("ECB") on 27 March 2020, the
Board of Directors proposes postponement of the decision on dividend
payment for the financial year 2019 as announced on 31 March 2020.

The Board of Directors proposes that the Annual General Meeting
authorises 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 Annual General Meeting of the Company. The Board of
Directors intends to follow the recommendation adopted by the ECB 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.

Possible dividend will be paid to shareholders who on the applicable
record date for the dividend payment will be recorded in the
Company's shareholders' register maintained by Euroclear Finland Oy
in Finland, Euroclear Sweden AB in Sweden or VP Securities A/S in
Denmark.

Pursuant to the Finnish Act on Credit Institutions, Chapter 10,
Section 2a, the provisions relating to minority dividend of the
Finnish Companies Act, Chapter 13, Section 7, are not applicable to
Nordea Bank Abp.

9. Resolution to discharge the members of the Board of Directors and
the CEO from liability

10. Advisory resolution on the adoption of the Company's remuneration
policy for governing bodies

The Board of Directors proposes, after consulting the Shareholders'
Nomination Board in respect of the remuneration of the members of the
Board of Directors, to the Annual General Meeting to adopt, through
an advisory resolution, the Company's remuneration policy for
governing bodies to be applied until the Annual General Meeting in
2024.

The remuneration policy for governing bodies provides a framework of
the remuneration for the members of the Board of Directors, the
President and Group CEO and the Deputy Managing Director.

The remuneration policy for governing bodies has been published by a
stock exchange release and is available on the Company's website at
www.nordea.com/en/annual-general-meeting, and is thus deemed
presented at the meeting.

11. Resolution on the remuneration for the members of the Board of
Directors

The Shareholders' Nomination Board proposes to the Annual General
Meeting that the following annual remuneration is paid to the members
of the Board of Directors that are elected by the Annual General
Meeting:

Role 2020 Proposed (EUR) 2019 (EUR) Increase (%)
Chair 300,000 300,000 0
Vice-Chair 145,000 145,000 0
Other members of 95,000 95,000 0
the Board of
Directors

The Shareholders' Nomination Board also proposes the following
additional annual remuneration for Committee Chairs and Committee
members:

Role 2020 Proposed (EUR) 2019 (EUR) Increase (%)
Board Remuneration 42,000 42,000 0
Committee Chair
Board Remuneration 26,000 26,000 0
Committee members
All other 60,000 60,000 0
Committee Chairs
All other 30,000 30,000 0
Committee members

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

In addition, it is proposed 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.

12. Resolution on the number of members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General
Meeting, for a period until the end of the next Annual General
Meeting, that the number of members of the Board of Directors to be
elected by the Annual General Meeting is set at ten.

Furthermore, the Board of Directors has three ordinary members and one
deputy member appointed by the employees of the Nordea Group.

13. Election of members of the Board of Directors and the Chair of the
Board of Directors

The Shareholders' Nomination Board proposes, for a period until the
end of the next Annual General Meeting

- the re-election of Torbjörn Magnusson, Nigel Hinshelwood, Birger
Steen, Sarah Russell, Robin Lawther, Pernille Erenbjerg, Kari Jordan,
Petra van Hoeken and John Maltby as members of the Board of
Directors;

- the election of Jonas Synnergren as new member of the Board of
Directors; and

- the re-election of Torbjörn Magnusson as Chair of the Board of
Directors.

Maria Varsellona is not available for re-election.

Jonas Synnergren proposed as new member of the Board of Directors

Jonas Synnergren, M. Sc. (Econ.), born 1977, Swedish citizen, is a
partner at Cevian Capital AB and Head of Cevian Capital's Swedish
office since 2012 and has approximately 19 years of previous working
experience from e.g. financial services consultancy and asset
management. Jonas Synnergren is a member of the Board of Directors of
Veoneer Inc and has previously been a member of the Board of
Directors of Tieto Corporation (2012-2019). He is independent of
Nordea Bank Abp and of its significant shareholders, in accordance
with the Finnish Corporate Governance Code. Jonas Synnergren does not
currently own any shares in Nordea Bank Abp.

All proposed candidates have given their consent to be elected as
members of the Board of Directors of Nordea Bank Abp and Torbjörn
Magnusson has given his consent to be elected as Chair of the Board
of Directors.

Relevant authority approval has been received for the new candidate.

In addition to the above proposed candidates, the Nordea Bank Abp
Board of Directors has three ordinary members and one deputy member
appointed by the employees of the Nordea Group. As of the end of
Nordea Bank Abp's Annual General Meeting in 2020 and until the end of
the next Annual General Meeting, Gerhard Olsson, Kari Ahola and
Dorrit Groth Brandt are appointed as ordinary members of the Board of
Directors and Hans Christian Riise as a deputy member of the Board of
Directors by the employees.

It is the collective opinion of the Shareholders' Nomination Board and
Nordea Bank Abp that the proposed Board of Directors and its members
are suitable for the assignment both collectively and individually
and that Torbjörn Magnusson is suitable for the position as Chair of
the Board of Directors.

The biographical details of the current Board members are available at
www.nordea.com/en/about-nordea/corporate-governance/board-of-directors/m....
The CV of the proposed new member of the Board of Directors is
available at www.nordea.com/en/annual-general-meeting.

Independence pursuant to the Finnish Corporate Governance Code

All proposed Board members are, in accordance with the Finnish
Corporate Govern...

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