TIDM49IO
RNS Number : 8286Q
Nordea Bank Abp
23 February 2023
Notice to the Annual General Meeting of Nordea Bank Abp
Nordea Bank Abp
Stock exchange release - Notice to general meeting
23 February 2023 at 09.00 EET
Nordea Bank Abp's shareholders are hereby summoned to the Annual
General Meeting to be held on Thursday 23 March 2023 at 14.00 EET
at Messukeskus, Helsinki Expo and Convention Centre.
Nordea Bank Abp's ("Nordea" or the "Company") Annual General
Meeting will be held on Thursday 23 March 2023 at 14.00 EET at
Messukeskus, Helsinki Expo and Convention Centre, Messuaukio 1,
00520 Helsinki, Finland. The reception of persons who have
registered for the meeting will commence at 12.30 EET. To ensure
the health and safety of the participants, shareholders are asked
not to attend the meeting in person if they are feeling unwell.
Shareholders can also exercise their voting rights in the Annual
General Meeting by voting in advance. Instructions on advance
voting are set out in Section "C. Instructions for the participants
in the Annual General Meeting" of this notice.
The meeting can be followed online via a live webcast on
Nordea's website. It will be possible to submit questions to the
Q&A session with senior management before and during the
webcast. Such questions do not constitute questions referred to in
Chapter 5, Section 25 of the Finnish Companies Act, and following
the meeting via webcast is not considered as participation in the
Annual General Meeting . Instructions on how to join the webcast
and submit questions are set out in Section "C. Instructions for
the participants in the Annual General Meeting" of this notice and
can also be found on Nordea's website at www.nordea.com/agm.
A. Matters on the agenda of the Annual General Meeting
Information and proposals concerning the formal organisational
matters in agenda items 1 to 5 are included in a separate
organisational document published on Nordea's website at
www.nordea.com/agm, which document also constitutes a part of this
notice. The document will be supplemented at the meeting with such
information that is not available before 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 and related decisions
3. Election of persons to scrutinise the minutes and to
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
6. Presentation of the annual accounts, the report of the Board
of Directors and the Auditor's report for the year 2022
- Review by the President and Group CEO
- Q&A session with senior management
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown in the annual
accounts and the related authorisation of the Board of
Directors
The Board of Directors proposes that the Annual General Meeting
authorise the Board of Directors to decide on a dividend payment of
a maximum of EUR 0.80 per share based on the annual accounts to be
adopted for the financial year ended on 31 December 2022. The
authorisation will remain in force and effect until the beginning
of the next Annual General Meeting of the Company.
It is intended that the Board of Directors decides on a dividend
payment in a single instalment based on the authorisation
immediately after the Annual General Meeting. The intended record
date for such dividend payment would be 27 March 2023 whereby the
earliest dividend payment date would be 3 April 2023 or as soon as
possible after that day.
The dividend will be paid to shareholders who on the applicable
record date for the dividend payment are recorded in the Company's
shareholders' register maintained by Euroclear Finland Oy in
Finland, Euroclear Sweden AB in Sweden and VP Securities A/S in
Denmark. Dividend will not be paid to shares held by the Company on
the dividend record date.
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 report for governing bodies
The Board of Directors proposes to the Annual General Meeting
that the Company's remuneration report for governing bodies for the
year 2022 is adopted through an advisory resolution.
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 elected by the Annual General
Meeting:
Role 2023 proposed 2022 (EUR) Increase
(EUR)
Chair 352,000 340,000 3.5%
-------------- ----------- ---------
Vice Chair 165,500 160,000 3.4%
-------------- ----------- ---------
Other members of the Board
of Directors 105,500 102,000 3.4%
-------------- ----------- ---------
The Shareholders' Nomination Board also proposes the following
additional annual remuneration for committee chairs and committee
members:
Role 2023 proposed 2022 (EUR) Increase
(EUR)
Board Remuneration and People
Committee Chair 49,500 48,000 3.1%
-------------- ----------- ---------
Board Remuneration and People
Committee members 29,000 28,000 3.6%
-------------- ----------- ---------
All other committee chairs 67,000 65,000 3.1%
-------------- ----------- ---------
All other committee members 33,500 32,500 3.1%
-------------- ----------- ---------
No remuneration is paid to members of the Board of Directors
employed by the Nordea Group.
In addition, Nordea 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.
12. Resolution on the number of members of the Board of
Directors
The Shareholders' Nomination Board proposes to the Annual
General Meeting that for a period until the end of the next Annual
General Meeting, 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 the members of the Board of Directors and the
Chair of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual
General Meeting that for a period until the end of the next Annual
General Meeting, the following persons are elected to the Board of
Directors so that each proposed member of the Board of Directors is
considered separately in an election:
a. Stephen Hester (present member), also to be elected as Chair of the Board of Directors
b. Petra van Hoeken (present member)
c. John Maltby (present member)
d. Lene Skole (present member)
e. Birger Steen (present member)
f. Jonas Synnergren (present member)
g. Arja Talma (present member)
h. Kjersti Wiklund (present member)
i. Risto Murto (new member)
j. Per Strömberg (new member)
Torbjörn Magnusson and Robin Lawther are not available for
re-election.
Risto Murto (59), Finnish citizen, has extensive experience
within pensions, insurance, investments and financial markets, both
as a Board member and a member of the executive management. Risto
Murto is since 2014 the President and Chief Executive Officer of
Varma Mutual Pension Insurance Company, Finland's largest
earnings-related pension insurance company. Prior to this, Risto
Murto was the Executive Vice President, Investments, and Chief
Investment Officer of Varma. He is currently also a Board member of
Sampo plc as well as the Vice Chair of the Board of Wärtsilä
Corporation until its next Annual General Meeting.
Per Strömberg (59), Swedish citizen, has served as the Chief
Executive Officer of several companies over the past 16 years and
has a wide range of experience within retail, consumer goods, brand
and digitalisation. For the past 10 years he held the position of
President and Chief Executive Officer at ICA Gruppen, a leading
Swedish retail company. Prior to that he was the President and
Chief Executive Officer of Lantmännen and held several leading
positions at Kraft Foods. As of 31 December 2022, Per Strömberg
stepped down from the role as President and Chief Executive Officer
to continue as a Board member at ICA Gruppen.
The biographical details of the current Board members are
available at
www.nordea.com/en/about-us/corporate-governance/board-of-directors.
The CVs of the proposed new members of the Board of Directors are
available at www.nordea.com/agm.
All proposed Board members have given their consent to being
elected as members of the Board of Directors and Stephen Hester has
given his consent to being elected as Chair of the Board of
Directors.
Relevant authority approvals for the proposed new Board members
are pending.
In addition to the above proposed Board members, the Board of
Directors has three ordinary members and one deputy member
appointed by the employees of the Nordea Group. As of the end of
the Annual General Meeting on 23 March 2023 and until the end of
the next Annual General Meeting, the employees have appointed
Dorrit Groth Brandt, Gerhard Olsson and Hans Christian Riise as
ordinary members of the Board of Directors and Joanna Koskinen as a
deputy member of the Board of Directors.
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 Stephen Hester is suitable for the position
as Chair of the Board of Directors.
All proposed Board members are, in accordance with the Finnish
Corporate Governance Code, independent of Nordea's significant
shareholders and, excluding Board members appointed by the
employees, also considered independent of the company. The ordinary
members and the deputy member of the Board of Directors appointed
by the employees are employed by the Nordea Group and, therefore,
they are not independent of the company.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes, on the recommendation of the
Board Audit Committee, to the Annual General Meeting that the
remuneration of the auditor is to be paid according to the invoice
approved by the Company.
15. Election of the auditor
T he Board of Directors proposes, on the recommendation of the
Board Audit Committee, to the Annual General Meeting that
authorised public accountants PricewaterhouseCoopers Oy be
re-elected as the Company's auditor until the end of the following
Annual General Meeting.
PricewaterhouseCoopers Oy has notified the Company that the
authorised public accountant Jukka Paunonen would act as the
responsible auditor.
16. Resolution on the amendment of the Articles of
Association
The Board of Directors proposes that Article 10 of the Articles
of Association be amended by replacing the second paragraph to
enable also holding a general meeting without a meeting venue as a
so-called virtual meeting as an alternative to a physical meeting
or a hybrid meeting.
The Finnish Companies Act was amended in 2022 to enable limited
liability companies to hold virtual general meetings. Such meeting,
as defined by the Finnish Companies Act, is a meeting held without
a physical meeting venue, where shareholders can exercise their
full decision-making powers, including the right to speak, make
counterproposals and vote, in real-time, using a telecommunication
connection and technical means.
By having the option to also summon virtual general meetings,
Nordea wishes to ensure that it has the opportunity to summon
general meetings in all formats permitted under Finnish law so that
general meetings can be organised in a predictable manner in
various circumstances with equal means for shareholders to
participate. The possibility to organise virtual general meetings
also enables Nordea to be prepared for unforeseen or exceptional
circumstances in Nordea's operating environment or society in
general, such as pandemics. The new legislation requires that in a
virtual general meeting, all shareholders have the right to use
their shareholders' rights in full, including the ability to vote
in real-time and comment and ask questions orally during the
meeting. Virtual general meetings under Finnish law are stringently
regulated to ensure full protection of shareholders' rights.
Especially taking into consideration that Nordea is listed on stock
exchanges in Finland, Sweden and Denmark, and has a significant
number of shareholders outside of Finland, it is the view of the
Board of Directors and the Company that virtual meetings support
the equal exercise of shareholders' rights. Virtual meetings enable
all shareholders to participate in the decision-making of Nordea
and to engage with the management regardless of the shareholders'
geographical location.
In its amended form, said provision of the Articles of
Association would read as follows:
"-- 10 Participation in the General Meeting
In order to be able to participate in a general meeting, a
shareholder shall inform the company not later than the specific
date stated in the notice convening the meeting. This date may be a
maximum of ten days prior to the general meeting.
The board of directors can decide on organising a general
meeting without a meeting venue whereby shareholders can exercise
their decision-making power in full and in real time during the
meeting using telecommunication connection and technical
means."
Additionally, the Board of Directors proposes that Article 11 of
the Articles of Association be amended in accordance with the
requirements of the Finnish Companies Act in a way that the matters
to be decided at an annual general meeting include deciding on the
adoption of the remuneration policy when necessary and deciding on
the adoption of the remuneration report, and that the numbering of
current subsections 6-10 be changed accordingly due to the
above-mentioned amendments.
In its amended form, said provision of the Articles of
Association would read as follows:
"-- 11 Annual General Meeting
At an annual general meeting, which shall be held annually
before the end of May, the following shall be presented:
1. the financial statements and the consolidated financial
statements as well as the report by the board of directors;
2. the auditor's report;
decided:
3. on the adoption of the financial statements and the
consolidated financial statements;
4. on the use of the profit indicated in the balance sheet and
the consolidated balance sheet;
5. on discharging the members of the board of directors and the
managing director from liability;
6. on the adoption of the remuneration policy, when
necessary;
7. on the adoption of the remuneration report;
8. on remuneration for members of the board of directors and the
auditor;
9. on the number of members of the board of directors;
elected:
10. members of the board of directors;
11. an auditor;
as well as attended to:
12. other issues mentioned in the notice convening the
meeting."
It is proposed that the Articles of Association remain unchanged
in other respects.
17. Resolution on the authorisation for the Board of Directors
to decide on the issuance of special rights entitling to shares
(convertibles) in the Company
Nordea Bank Abp is required to satisfy certain capital
requirements pursuant to EU and Finnish legislation. Within this
legislative framework, capital instruments that absorb losses by
converting into shares can be used to meet parts of the capital
requirements. The Board of Directors proposes that the Annual
General Meeting authorises the Board of Directors to decide on the
issuance of such capital instruments.
The purpose of the authorisation is to facilitate a flexible and
efficient adjustment of the Company's capital structure to the
capital requirements. The authorisation enables the Board of
Directors to swiftly carry out issuances without first holding an
Extraordinary General Meeting, which the Board of Directors
considers appropriate given that these capital instruments are
principally intended to be issued in the international capital
markets. The Board of Directors intends to use the authorisation if
the Board of Directors determines that the capital trigger level at
which conversion shall take place is at such a level that gives the
shareholders and the Board of Directors the possibility to act in
good time and propose alternatives to conversion.
In light of the above, the Board of Directors of the Company
proposes to the Annual General Meeting to resolve to authorise the
Board of Directors to decide, on one or several occasions, on the
issuance of special rights entitling to either new shares in the
Company or treasury shares, 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 this authorisation shall be 350,000,000 shares,
which corresponds to approximately 9.6% of all the shares in the
Company on the date of this notice to the Annual General
Meeting.
The Board of Directors shall be 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 authorisation shall remain 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 Annual General
Meeting of the Company.
If this authorisation is granted, it will revoke the
authorisation to decide on the issuance of special rights entitling
to shares (convertibles) in the Company granted to the Board of
Directors by the Annual General Meeting on 24 March 2022.
18. Resolution on the repurchase of the Company's own shares in
the securities trading business
In its securities trading business, Nordea Bank Abp, among other
things, acts as a market maker in its own shares on the relevant
stock exchanges and in indices in which the Company's shares form a
significant part, as well as offers share-related products. Should
the Company not be able to trade in its own shares, the Company
would not be able to provide a full range of products in the same
manner as its competitors, which would lead to the Company losing
market shares, and it would not be able to fulfil its current
market maker undertakings towards relevant stock exchanges and the
financial markets at large.
The Company's holdings of its own shares in the trading book
shall not at any time exceed the applicable limits decided by the
European Central Bank.
In light of the above, the Board of Directors of the Company
proposes to the Annual General Meeting to resolve that the Company,
for the purpose of the ordinary course of its securities trading
business as a credit institution, may repurchase its own shares as
follows.
The Company's own shares are repurchased otherwise than in
proportion to the existing shareholdings of the Company's
shareholders (directed repurchases). The facilitation of the
Company's securities trading business, in which the ability to also
trade in the Company's own shares is required, forms a weighty
financial reason for directed repurchases.
The maximum number of the Company's own shares to be repurchased
shall not exceed 175,000,000 shares, which corresponds to
approximately 4.8% of all the shares in the Company on the date of
this notice to the Annual General Meeting. The Company's own shares
may be repurchased on any trading venue or in transactions with
counterparties of the securities trading business outside of a
trading venue or through the use of derivative instruments, in each
case, at arms-length market terms and price prevailing at the time
of the repurchase or the time of entry into the relevant derivative
instrument, as the case may be. The Company's own shares to be
repurchased shall be offered to the Company no later than at the
time of the repurchase and shall be paid for no later than upon the
delivery of such shares. The Company's own shares are repurchased
using the unrestricted equity of the Company.
The Company's own shares under this resolution shall be
repurchased before the end of the next Annual General Meeting of
the Company.
19. Resolution on the transfer of the Company's own shares in
the securities trading business
In its securities trading business, Nordea Bank Abp, among other
things, acts as a market maker in its own shares on the relevant
stock exchanges and in indices in which the Company's shares form a
significant part, as well as offers share-related products. Should
the Company not be able to trade in its own shares, the Company
would not be able to provide a full range of products in the same
manner as its competitors, which would lead to the Company losing
market shares, and it would not be able to fulfil its current
market maker undertakings towards relevant stock exchanges and the
financial markets at large.
In light of the above, the Board of Directors of the Company
proposes to the Annual General Meeting to resolve that the Company,
for the purpose of the ordinary course of its securities trading
business as a credit institution, may transfer its existing own
shares for consideration as follows.
The Company may transfer its own shares in the ordinary course
of its securities trading business in deviation from the
shareholders' pre-emptive subscription rights by way of a directed
share issuance. The facilitation of the Company's securities
trading business, in which the ability to also trade in the
Company's own shares is required, forms a weighty financial reason
for a directed issuance.
The maximum number of the Company's own shares to be transferred
shall not exceed 175,000,000 shares, which corresponds to
approximately 4.8% of all the shares in the Company on the date of
this notice to the Annual General Meeting. The Company's own shares
may be transferred through any trading venue or in transactions
with counterparties of the securities trading business outside of a
trading venue or through the use of derivative instruments, in each
case, at arms-length market terms and price prevailing at the time
of the transfer or at the time of the entry into the relevant
derivative instrument, as the case may be. The Company's own shares
that may be transferred shall be subscribed for no later than at
the time of the transfer and shall be paid for no later than upon
the delivery of such shares. The subscription price shall be
recorded in the invested unrestricted equity of the Company.
The Company's own shares shall be transferred before the
subscription period expires, which will be at the end of the next
Annual General Meeting of the Company.
It is proposed that the Annual General Meeting resolves to
approve all subscriptions that will be made in accordance with the
terms and conditions of the directed issuance.
20. Resolution on the authorisation for the Board of Directors
to decide on the repurchase of the Company's own shares
Pursuant to its dividend policy Nordea Bank Abp will
continuously assess the opportunity to use share buy-backs as a
tool to distribute excess capital. In line with these
considerations, the Board of Directors of the Company proposes to
the Annual General Meeting to resolve to authorise the Board of
Directors, on one or several occasions, to decide on the repurchase
of an aggregate of not more than 350,000,000 shares in the Company,
which corresponds to approximately 9.6% of all the shares in the
Company on the date of this notice to the Annual General Meeting,
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.
The Company's own shares may be repurchased as follows:
a) Not more than 350,000,000 shares may be repurchased to
distribute excess capital in order to optimise the capital
structure of the Company. The purpose of such repurchase is to
optimise the capital position and to increase sustainable
shareholder return to the benefit of all shareholders.
b) 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.
The Company's 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 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
repurchases of its own shares, the Company may enter into
derivative, share lending or other similar arrangements.
The Board of Directors shall be authorised to decide on all
other terms relating to the repurchases of the Company's own
shares.
The authorisation shall remain in force and effect for 18 months
from the resolution of the Annual General Meeting of the Company.
If this authorisation is granted, it will not revoke the
authorisation to decide on the repurchase of the Company's own
shares granted to the Board of Directors by the Annual General
Meeting on 24 March 2022 which, in accordance with that
authorisation, will remain in effect until 24 September 2023.
In addition to the above terms, it is noted that any resolution
by the Board of Directors to repurchase shares based on the
proposed authorisation will also be subject to the condition that
the Company has obtained the necessary regulatory permissions from
the European Central Bank.
21. Resolution on the authorisation for the Board of Directors
to decide on share issuances or transfers of the Company's own
shares
The Board of Directors of the Company proposes to the Annual
General Meeting to resolve to authorise the Board of Directors, on
one or several occasions, to decide 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 0.8% of
all the shares in the Company on the date of this notice to the
Annual General Meeting.
The shares may be issued or transferred in proportion to the
Company's shareholders' existing shareholdings in the Company 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 (a) to implement 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 (b) as payment in connection with corporate
acquisitions.
The Board of Directors shall be authorised to decide on all
other terms relating to the issuance of new shares in the Company
or transfers of the Company's own shares. The authorisation shall
remain 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 Annual General Meeting of the Company.
If this authorisation is granted, it will revoke the
authorisation to decide on share issuances or transfers of the
Company's own shares granted to the Board of Directors by the
Annual General Meeting on 24 March 2022.
22. Closing of the meeting
B. Documents of the Annual General Meeting
This notice which includes the agenda of the Annual General
Meeting, the resolution proposals and the organisational document
of the Annual General Meeting are available on the Company's
website at www.nordea.com/agm. The annual report, containing the
annual accounts, the Board of Directors' report and the Auditor's
report, and the remuneration report for governing bodies are
available on the said website as of 2 March 2023 at the latest .
These documents will also be viewable at the meeting. The minutes
of the Annual General Meeting will be available on the said website
as of 6 April 2023 at the latest.
C. Instructions for the participants in the Annual General
Meeting
Instructions on registration for the Annual General Meeting for
shareholders wishing to participate in the meeting at the meeting
venue are set out in subsections 1, 2 and 3 below.
In connection with the registration and advance voting, at least
the following information is requested: the shareholder's name,
national identification number or business ID, email address,
address, telephone number and information on a possible authorised
representative. Strong electronic identification of private persons
for registration on the Company's website requires the use of
Finnish, Swedish or Danish online banking IDs or mobile
certificates. Instructions for holders of nominee registered shares
are set out below under subsection "6. Holders of nominee
registered shares". For shareholders that are Finnish legal
persons, electronic registration requires providing the entity's
Business ID and that the relevant authorised person uses strong
electronic identification for the registration. For shareholders
that are legal persons with shares registered with Euroclear Sweden
AB in Sweden or with shares registered with VP Securities A/S in
Denmark, registration requires providing the entity's Business ID,
name of the shareholder, name and birthdate of the authorised
representative, and an email address, address and telephone number
as contact information. Information on proxy documents and Suomi.fi
authorisations is set out in subsection 5 below.
The personal data given by the shareholders to the Company is
only used in connection with the Annual General Meeting and the
processing of related registrations. For further information on how
Nordea Bank Abp processes your personal data, please visit
www.nordea.com/en/privacy-policy .
The Company encourages shareholders to make use of the option to
vote in advance. The instructions for advance voting are set out in
subsection 4 below.
More information on registration for the meeting and advance
voting is available until 16 March 2023 by phone from Innovatics
Ltd at +358 10 2818 909 from Monday to Friday between 9.00 and
12.00 EET and between 13.00 and 16.00 EET.
The meeting can also be followed online via a live webcast on
Nordea's website. It is possible to submit questions to the Q&A
session with senior management before and during the webcast. Such
questions do not constitute questions referred to in Chapter 5,
Section 25 of the Finnish Companies Act, and following the meeting
via the webcast does not constitute official participation in the
Annual General Meeting. More information on the webcast and
submitting questions before the Annual General Meeting is set out
in subsection 7 below.
1. Shareholders with shares registered with Euroclear Finland Oy
in Finland
Each shareholder who is registered on 13 March 2023 in the
shareholders' register of the Company held by Euroclear Finland Oy
has the right to participate in the Annual General Meeting. A
shareholder whose shares are registered on the shareholder's
personal Finnish book-entry account is registered in the
shareholders' register of the Company.
A shareholder who is registered in the Company's shareholders'
register and who wishes to participate in the Annual General
Meeting shall notify the Company thereof according to the
instructions set out below.
Notification of participation shall be made no later than by
23.59 EET on 16 March 2023
- electronically on the Company's website: www.nordea.com/agm
- by email to agm@innovatics.fi or
- by regular mail: Innovatics Ltd, AGM/Nordea, Ratamestarinkatu
13 A, FI-00520 Helsinki, Finland.
2. Shareholders with shares registered with Euroclear Sweden AB
in Sweden
Shareholders must be registered in the shareholders' register
held by Euroclear Sweden AB on 13 March 2023 to be entitled to
participate in the Annual General Meeting. Such shareholders are
re-registered by the Company in the shareholders' register held by
Euroclear Finland Oy provided that the shareholder has notified the
Company thereof in accordance with the instructions set out
below.
Notification of participation shall be made no later than by
23.59 EET on 15 March 2023
- electronically on the Company's website: www.nordea.com/agm
- by email to agm@innovatics.fi or
- by regular mail: Innovatics Ltd, AGM/Nordea, Ratamestarinkatu
13 A, FI-00520 Helsinki, Finland.
Shareholders whose shares are held in trust in Sweden must
instruct the trustee to re-register their shares in the
shareholders' own name in the shareholders' register held by
Euroclear Sweden AB in good time prior to 15 March 2023 which is
the deadline for re-registration.
3. Shareholders with shares registered with VP Securities A/S in
Denmark
Shareholders must be registered in the shareholders' register
held by VP Securities A/S on 13 March 2023 to be entitled to
participate in the Annual General Meeting. Such shareholders are
re-registered by the Company in the shareholders' register held by
Euroclear Finland Oy provided that the shareholder has notified the
Company thereof in accordance with the instructions set out
below.
Notification of participation shall be made no later than by
23.59 EET on 16 March 2023
- electronically on the Company's website: www.nordea.com/agm
- by email to agm@innovatics.fi or
- by regular mail: Innovatics Ltd, AGM/Nordea, Ratamestarinkatu
13 A, FI-00520 Helsinki, Finland.
Shareholders whose shares are held in trust in Denmark must
instruct the trustee to re-register their shares in the
shareholders' own name in the shareholders' register held by VP
Securities A/S in good time prior to 13 March 2023 which is the
deadline for re-registration.
4. Advance voting
A shareholder can vote in advance on certain items on the agenda
of the Annual General Meeting . Advance voting commences on 2 March
2023 and ends on 16 March 2023 at 23.59 EET.
Each shareholder who is registered in the shareholders' register
of the Company held by Euroclear Finland Oy as described in
subsection 1 above, in the shareholders' register held by Euroclear
Sweden AB as described in subsection 2 above, or in the
shareholders' register held by VP Securities A/S as described in
subsection 3 above can vote in advance :
-- electronically on the Company's website: www.nordea.com/agm
-- by emailing the advance voting form available on the
Company's website to : agm@innovatics.fi or
-- by regular mail by sending the advance voting form available
on the Company's website to: Innovatics Ltd, AGM/Nordea,
Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland .
Shareholders whose shares are held in trust in Sweden or Denmark
and who wish to vote in advance are advised to instruct the trustee
to vote in advance on behalf of such shareholders by 23.59 EET on
16 March 2023 at the latest according to the instructions set out
in this notice.
A shareholder who has voted in advance may request information
under the Finnish Companies Act, request a vote at the Annual
General Meeting or vote on a possible counterproposal if they are
present or represented at the Annual General Meeting at the meeting
venue.
Further instructions for advance voting will be available on the
Company's website at www.nordea.com/agm on 2 March 2023 at the
latest .
5. Proxy representative and powers of attorney
A shareholder of the Company may participate in the Annual
General Meeting and exercise their shareholders' rights at the
meeting and/or vote in advance through a proxy representative. A
proxy representative shall produce a dated proxy document or
otherwise in a reliable manner demonstrate their right to represent
the shareholder at the Annual General Meeting and/or vote in
advance. When a shareholder participates in the Annual General
Meeting or votes in advance through several proxy representatives
representing the shareholder with shares on different securities
accounts, the shares by which each proxy representative represents
the shareholder shall be identified in the proxy documents. The
proxy documents shall be delivered primarily as attachments in
connection with registering on the Company's website at
www.nordea.com/agm , or by email to agm@innovatics.fi , or mailed
or delivered as originals to: Innovatics Ltd, AGM/Nordea,
Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, in good time and
they must arrive by 23.59 EET on 16 March 2023 at the latest.
The original proxy documents shall be presented to the Company
upon request. Further instructions, including a proxy template,
will be available on the Company's website at www.nordea.com/agm
.
Shareholders that are legal entities can also use the electronic
Suomi.fi authorisation service for authorising proxies. For such
authorisation, a shareholder authorises a representative in the
Suomi.fi service at www.suomi.fi/e-authorizations (using the
authorisation topic "Representation at the General Meeting"). When
registering, the representative must identify themselves with
strong electronic identification using their personal Finnish
online banking IDs or a mobile certificate, after which the
electronic mandate is automatically checked. For more information,
see www.suomi.fi/e-authorizations.
6. Holders of nominee registered shares
A holder of nominee registered shares has the right to
participate in the Annual General Meeting by virtue of the shares
based on which they on the record date of the Annual General
Meeting on 13 March 2023 would be entitled to be registered in the
shareholders' register of the Company held by Euroclear Finland Oy.
The right to participate in the Annual General Meeting requires, in
addition, that the shareholder on the basis of such shares has been
registered in the temporary shareholders' register held by
Euroclear Finland Oy by 10.00 EET on 20 March 2023 at the latest.
In terms of nominee registered shares, this constitutes due
registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request
without delay the relevant instructions regarding the registration
in the temporary shareholders' register of the Company, the issuing
of proxy documents and registration for the Annual General Meeting
from their custodian bank. The account management organisation of
the custodian bank shall register a holder of nominee registered
shares who wants to participate in the Annual General Meeting in
the temporary shareholders' register of the Company and vote in
advance on behalf of the nominee registered shareholder by 10.00
EET on 20 March 2023 at the latest.
For the avoidance of doubt, instructions for shareholders whose
shares are held in trust in Sweden or Denmark are set out above in
subsection "2. Shareholders with shares registered with Euroclear
Sweden AB in Sweden" and in subsection "3. Shareholders with shares
registered with VP Securities A/S in Denmark", respectively.
Further instructions are available on the Company's website at
www.nordea.com/agm .
7. Webcast of the Annual General Meeting and other
information
The meeting can be followed online via a live webcast. Detailed
instructions on following the webcast will be available on the
Company's website at www.nordea.com/agm before the Annual General
Meeting.
It will be possible to submit questions to the Q&A session
with senior management before and during the webcast. Before the
meeting, questions can be submitted by email to agm@nordea.com or
by regular mail to Nordea AGM / Group Legal SATA V5A,
Satamaradankatu 5, FI-00020 Nordea, Finland. The Company will
strive to answer all questions that are received before the Annual
General Meeting. Questions submitted before the meeting or through
the webcast will not constitute questions referred to in Chapter 5,
Section 25 of the Finnish Companies Act. Following the meeting via
webcast is not considered as participation in the Annual General
Meeting. Shareholders following the meeting via webcast can
exercise their voting rights by voting on the matters on the agenda
in advance in accordance with the instructions provided in
subsection 4 above.
To ensure the health and safety of the participants,
shareholders are asked not to attend the Annual General Meeting in
person if they are feeling unwell. Shareholders are kindly asked to
take into account that there is no reserved parking space available
at the Annual General Meeting venue or its vicinity and that the
Company will not cover any parking fees. The Company therefore
encourages shareholders who wish to attend the Annual General
Meeting at the venue to arrive with public transport, or
alternatively make use of the advance voting and webcast. The
Annual General Meeting will be conducted mainly in Swedish, and
partly in Finnish and English. Simultaneous interpretation will be
available into Swedish, Finnish and English.
Shareholders, assistants and proxy representatives must be able
to prove their identity and/or right of representation at the
meeting venue.
Information on the Annual General Meeting required by the
Finnish Companies Act and the Securities Markets Act is available
on the Company's website at www.nordea.com/agm.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act,
a shareholder who is present at the Annual General Meeting has the
right to ask questions and request information with respect to the
matters to be considered at the meeting.
Changes in shareholding after the record date do not affect the
right to attend the Annual General Meeting or the number of votes.
On the day of this notice to the Annual General Meeting, 23
February 2023, the total number of shares in the Company is
3,627,595,959, which equals 3,627,595,959 votes.
Helsinki on 23 February 2023
Nordea Bank Abp
Board of Directors
This notice is published in English, Swedish and Finnish. In the
event of any inconsistencies between the language versions, the
Swedish version shall prevail.
For further information:
Matti Ahokas, Head of Investor Relations, +358 9 5300 8011
The information provided in this stock exchange release was
submitted for publication, through the agency of the contact set
out above, at 9.00 EET on 23 February 2023.
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END
NOANKNBQOBKKNBB
(END) Dow Jones Newswires
February 23, 2023 02:47 ET (07:47 GMT)
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