Stock exchange release - Decisions of general meeting
The Annual General Meeting (AGM) of
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
The Board decided in its statutory meeting on the payment of an ordinary dividend in a single instalment of
The dividend will be paid to shareholders who on the record date for the dividend on
Election of Board members and the composition of the Board
The AGM elected ten members of the Board of Directors. Sir
The Board of Directors also has three ordinary members and one deputy member elected by the employees of the
Jørgen Suo Lønnquist (43), a Norwegian citizen, has worked in various roles at Nordea for over 15 years and is currently serving as
Relevant authority approvals for
In its statutory meeting following the AGM, the Board of Directors elected
- Board Audit Committee:
John Maltby (Chair),Petra van Hoeken ,Lene Skole andArja Talma . -
Board Risk Committee:
Petra van Hoeken (Chair),John Maltby ,Kjersti Wiklund andLars Rohde . Board Remuneration and People Committee : SirStephen Hester (Chair),Arja Talma , Per Strömberg andGerhard Olsson .Board Operations and Sustainability Committee :Kjersti Wiklund (Chair), Jonas Synnergren, Per Strömberg andRisto 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:
Role | 2024 (EUR) |
---|---|
Chair | 365,000 |
Vice Chair | 171,000 |
Other members of the Board of Directors | 109,000 |
Board Audit Committee, Board Risk Committee, and | 69,500 |
Board Audit Committee, Board Risk Committee, and | 34,500 |
Board Remuneration and People Committee Chair | 53,000 |
30,000 |
No remuneration is paid to the Board members employed by the
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
The AGM decided that the remuneration of the auditor is to be paid according to the invoice approved by the Company.
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
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
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
Shareholder proposal for amendment of the Company's Articles of Association
The AGM resolved not to adopt the proposal of shareholders Greenpeace Nordic,
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
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
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