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2017-02-06

Nordea: Welcome to Nordea's Annual General Meeting on 16 March 2017

The shareholders of Nordea Bank AB (publ) are hereby summoned to the
Annual General Meeting on Thursday 16 March 2017

The annual general meeting will be held at 13.00 in City Conference
Centre, Folkets Hus, Barnhusgatan 12-14, Stockholm.

Registration of participation at the annual general meeting will be
terminated at the opening of the annual general meeting. The premises
will open at 11.30.

Requirements for the right to participate in the annual general
meeting and instructions for notification

Shareholders who wish to participate in the annual general meeting
shall be entered in the share register maintained by the Swedish
Securities Register Center (Euroclear Sweden AB) on 10 March 2017 and
notify Nordea Bank AB (publ) (the "Company") thereof according to the
instructions set out below.

Shareholders whose shares are held in trust therefore must temporarily
re-register their shares in their own names in the share register
maintained by Euroclear Sweden AB in Sweden to be entitled to
participate at the annual general meeting. This applies to for
example shareholders who are holders of Finnish Depository Receipts
in Finland and shareholders who are holders of shares registered in
VP Securities in Denmark. Such re-registration must be completed at
Euroclear Sweden AB in Sweden by 10 March 2017. This means that the
shareholder shall, in good time prior to this date, inform the
trustee about this.

Holders of shares registered with Euroclear Sweden AB in Sweden
Notification of participation in the annual general meeting shall be
made at the latest on 10 March 2017 preferably before 13.00 Swedish
time by post under address Nordea Bank AB (publ), c/o Euroclear
Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or by telephone +46
8 402 90 64, or at the Company's web site www.nordea.com.

Holders of Finnish Depository Receipts (FDRs) in Finland
Request for re-registration in one's own name and notification of
participation in the annual general meeting shall be made at the
latest on 9 March 2017 at 12.00 noon Finnish time by post under
address Nordea Bank AB (publ), c/o Euroclear Sweden AB, Box 191,
SE-101 23 Stockholm, Sweden, or by telephone +46 8 402 90 64, or at
the Company's web site www.nordea.com.

Shareholders whose shares are registered in the shareholders' own
names in the share register maintained by Euroclear Sweden AB in
Sweden may also notify their participation in the annual general
meeting later, however not later than 10 March 2017 preferably before
14.00 Finnish time in the above-mentioned manner.

Holders of shares registered with VP Securities in Denmark
Request for re-registration in one's own name and notification of
participation in the annual general meeting shall be made at the
latest on 9 March 2017 at 12.00 noon Danish time by post under
address Nordea Bank AB (publ), c/o Euroclear Sweden AB, Box 191,
SE-101 23 Stockholm, Sweden, or by telephone +46 8 402 90 64, or at
the Company's web site www.nordea.com.

Shareholders whose shares are registered in the shareholders' own
names in the share register maintained by Euroclear Sweden AB in
Sweden may also notify their participation in the annual general
meeting later, however not later than 10 March 2017 preferably before
13.00 Danish time in the above-mentioned manner.

Number of shares and votes etc.
The total number of shares and votes in the Company amounts to
4,049,951,919. The Company's holding of own shares amounts to
10,922,702.

The board of directors' and the CEO's duty to provide information

Upon request by any shareholder and where the board of directors
believes that such may take place without significant harm to the
Company, the board of directors and the CEO shall provide information
at the annual general meeting in respect of any circumstances which
may affect the assessment of a matter on the agenda, and any
circumstances which may affect the assessment of the Company's
financial position. The duty to provide information also applies to
the Company's relationship to other group companies as well as the
group accounts and subsidiaries' circumstances.

Other information

Representation by proxy
Shareholders who are represented by proxy shall issue a written, dated
proxy for the representative. The proxy is valid for maximum five
years after its execution. Such proxy form can be obtained from the
Company by telephone +46 8 402 90 64 or at Smålandsgatan 15,
Stockholm and is also available at the Company's web site
www.nordea.com. The proxy in original should be presented to the
Company at the above-mentioned address for notification in good time
prior to the annual general meeting. If the proxy is issued by a
legal entity, a certified copy of the registration certificate or an
equivalent certificate of authority shall be submitted.

It should be noted that shareholders that are present through a
representative by proxy must notify the Company of their
participation according to the instructions set out above and also be
entered in the share register maintained by Euroclear Sweden AB in
Sweden on 10 March 2017.

Advisers
Shareholders or their proxies may bring at most two advisers to the
annual general meeting. An adviser to a shareholder may be brought to
the annual general meeting only if the shareholder gives notice to
the Company of the number of advisers in the manner mentioned above
in connection with the shareholder's notification of participation.

______________________

Proposed agenda

1. Election of a chairman for the general meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of at least one minutes checker
5. Determination whether the general meeting has been duly convened
6. Submission of the annual report and consolidated accounts, and of
the audit report and the group audit report

In connection herewith: speech by the Group CEO
7. Adoption of the income statement and the consolidated income
statement, and the balance sheet and the consolidated balance sheet

8. Decision on dispositions of the Company's profit according to the
adopted balance sheet

9. Decision regarding discharge from liability for the members of the
board of directors and the CEO

(The auditor recommends discharge from liability)
10. Determination of the number of board members
11. Determination of the number of auditors
12. Determination of fees for board members and auditors
13. Election of board members and chairman of the board
14. Election of auditors
15. Resolution on establishment of a nomination committee
16. Resolution on authorization for the board of directors to decide
on issue of convertible instruments in the Company

17. Resolution on purchase of own shares according to chapter 7
section 6 of the Swedish Securities Market Act (Sw. lagen (2007:528)
om värdepappersmarknaden)

18. Resolution on guidelines for remuneration for executive officers
19. Appointment of auditor in a foundation managed by the Company
20. Resolutions on the following matters initiated by the shareholder
Thorwald Arvidsson:

That the annual general meeting decides
a) to adopt a vision on absolute equality between men and women on all
levels in the Company

b) to instruct the board of directors of the Company to set up a
working group with the task of realizing this vision on the long term
and monitoring closely the development in both the equality and the
ethnicity area,

c) to annually submit a written report to the annual general meeting,
as a suggestion by including the report in the printed annual report,

d) to instruct the board of directors to take necessary measures in
order to create a shareholder's association in the Company,

e) that the board directors shall not be allowed to invoice their
board fees through a legal person, Swedish or foreign,

f) that the nomination committee when performing its tasks shall pay
specific attention to questions related to ethics, gender and
ethnicity,

g) to instruct to the board of directors to submit a proposal for
decision on representation in the board of directors as well as in
the nomination committee for the small and medium sized shareholders
to the annual general meeting 2018 (or any extraordinary
shareholders' meeting held before that),

h) in relation to item e) above, instruct the board of directors to
write to the appropriate authority - in the first place the Swedish
Government or the tax authorities - to bring about a changed
regulation in this area,

i) to instruct the board of directors to write to the Swedish
Government and draw its attention to the desirability of amending the
law meaning that the possibility to have shares with different voting
rights shall be abolished in Swedish limited liability companies, and

j) to amend article 7 of the articles of association
______________________

Decision proposals etc

1. Election of a chairman for the general meeting

The nomination committee's proposal: Eva Hägg, member of the Swedish
Bar Association.

8. Dispositions of the Company's profit according to the adopted
balance sheet

The board of directors and the CEO propose a dividend of 0.65 euro per
share, and further, that the record date for dividend should be 20
March 2017. With this record date, the dividend is scheduled to be
sent out by Euroclear Sweden AB on 27 March 2017.

10. Determination of the number of board members

The nomination committee's proposal: The number of board members
shall, for the period until the end of the next annual general
meeting, be ten.

11. Determination of the number of auditors

The nomination committee's proposal: The number of auditors shall, for
the period until the end of the next annual general meeting, be one.

12. Determination of fees for board members and auditors

The nomination committee's proposal: The fees for the board of
directors shall amount to 294,600 euro for the chairman, 141,300 euro
for the vice chairman and 91,950 euro per member for the other
members. In addition, fees shall be payable for committee work in the
compliance committee, the audit committee and the risk committee
amounting to 48,650 euro for the committee chairman and 29,600 euro
for the other members and for committee work in the remuneration
committee amounting to 36,050 euro for the committee chairman and
25,750 euro for the other members. Remuneration is not paid to
members who are employees of the Nordea Group.

The nomination committee's proposal: Fees to the auditors shall be
payable as per approved invoice.

13. Election of board members and the chairman of the board

The nominati...

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