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EQS Group-News: Nordea Bank AB (publ) / Key word(s): AGM/EGM
Nordea Bank AB (publ): Decisions by Nordea's AGM 2018
2018-03-15 / 19:05
*Decisions by Nordea's AGM 2018*
Today's Annual General Meeting (AGM) of Nordea Bank AB (publ) approved the
income statement and balance sheet for 2017 and decided on a dividend of
0.68 euro per share with 19 March 2018 as the record date for dividend. The
Board of Directors and the President and Group CEO were discharged from
liability for the year 2017. Nigel Hinshelwood and Torbjörn Magnusson were
elected new board members. The AGM approved the merger plan with Nordea
Holding Abp, which is one of the conditions for the execution of the merger
between the companies, whereby the domicile of the parent company will be
transferred to Helsinki.
*Election of board members*
Björn Wahlroos, Pernille Erenbjerg, Robin Lawter, Lars G Nordström, Sarah
Russell, Silvija Seres, Birger Steen and Maria Varsellona were re-elected
board members and Nigel Hinshelwood and Torbjörn Magnusson were elected new
board members for the period until the next AGM. Björn Wahlroos was
re-elected chairman of the Board of Directors.
At the subsequent statutory board meeting Lars G Nordström was elected
deputy chairman of the Board of Directors, and it was announced that the
following persons are employee representatives: Kari Ahola, Dorrit Groth
Brandt, Gerhard Olsson (deputy) and Hans Christian Riise.
*Election of auditor*
Öhrlings PricewaterhouseCoopers AB was re-elected auditor for the
period until the next AGM.
*Remuneration*
The AGM resolved unchanged remuneration to the board members amounting to
294,600 euro for the chairman, 141,300 euro for the deputy chairman and
91,950 euro for the other members. In addition, remuneration will be paid
for board committee work on the operations and 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 board
committee work on 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.
Fees to the auditor will be payable according to approved invoice.
*Establishment of nomination committee*
The AGM decided to establish a nomination committee that will present
proposals to the next AGM concerning board members, chairman of the Board of
Directors and auditor, as well as remuneration to these. The nomination
committee will consist of the chairman of the Board of Directors and four
other members who are appointed by the four largest shareholders in Nordea
in terms of voting rights at 30 September 2018.
*Issue of convertible instruments*
The Board of Directors was authorised, for the period until the next AGM, to
decide on issue of convertible instruments in Nordea. The authorisation
means that the share capital may be increased by a maximum of 10 per cent of
the share capital. The issue of convertible instruments by virtue of the
authorisation may take place with or without preferential rights for
existing shareholders and will be done on market conditions. The purpose of
the authorisation is to facilitate a flexible and efficient adjustment of
Nordea's capital structure to the capital requirements.
*Acquisition of own shares in securities operations*
The AGM decided that Nordea may purchase own shares on an ongoing basis in
order to facilitate its securities operations. The holding of such shares
must not at any time exceed the lower of either 0.1 per cent of the total
number of shares in Nordea or 10 per cent of Nordea's excess common equity
tier 1 capital.
*Guidelines for remuneration to executive officers*
The AGM decided on guidelines for remuneration to executive officers (the
CEO, the Deputy CEO and other members of Group Executive Management). Nordea
will maintain remuneration levels and other employment conditions needed to
recruit and retain executive officers with competence and capacity to carry
out the strategy and reach the targets set so that Nordea can become a great
European bank.
Annual remuneration consists of fixed salary and variable salary. Variable
salary to the executive officers will be offered as an Executive Incentive
Programme 2018 (GEM EIP 2018) with predetermined targets on group, business
area/group function and individual level. The effect on the long-term result
is to be considered when determining the targets. The outcome from GEM EIP
2018 will be based on the Board of Directors' assessment of the outcome of
the predetermined targets. The outcome from GEM EIP 2018 will be paid over a
five-year period in cash and be subject to forfeiture clauses, total
shareholder return (TSR) indexation (excluding dividend during the deferral
period) and retention in compliance with the Swedish Financial Supervisory
Authority's regulations on remuneration systems, taking account of domestic
rules and practices where relevant. GEM EIP 2018 has a one-year performance
period and the outcome must not exceed the fixed salary. The executive
officers have been offered similar programmes since 2013.
*Approval of the merger plan between Nordea Bank AB (publ) and Nordea
Holding Abp*
The AGM approved the merger plan between Nordea and Nordea Holding Abp,
which is one of the conditions for the execution of the merger between the
companies, whereby the domicile of the parent company will be transferred to
Helsinki. The other conditions for the completion of the merger are expected
to be met at the latest by the planned date of the merger, 1 October 2018.
The decisions made by the AGM are valid until the Finnish Patent and
Registration Office has registered the merger, at which point Nordea Bank AB
(publ) will be dissolved. Decisions corresponding to the decisions that were
made by today's AGM and which are intended to be valid until the next AGM
will therefore also be made in Nordea Holding Abp ahead of the merger to the
extent that such decisions can be made under Finnish law. In this way,
business continuity and sound corporate governance will be ensured until the
AGM 2019.
*For further information:*
Claes Eliasson, Acting Head of Group External Communications, +46 72 141 67
12
Rodney Alfvén, Head of Investor Relations, +46 72 235 05 15
This information is provided by RNS
The company news service from the London Stock Exchange
End of Corporate News
Language: English
Company: Nordea Bank AB (publ)
Smålandsgatan 17
105 71 Stockholm
Sweden
ISIN: CH0284415681
Valor: A1Z2TU
Listed: SIX Swiss Exchange
End of News EQS Group News Service
664805 2018-03-15
(END) Dow Jones Newswires
March 15, 2018 14:05 ET (18:05 GMT)
