Decisions by Nordea’s AGM 2016


Today’s Annual General Meeting (AGM) of Nordea Bank AB (publ) approved the
income statement and balance sheet for 2015 and decided on a dividend of 0.64
euro per share and that the record date for dividend would be 21 March 2016. The
Board of Directors and the President and Group CEO were discharged from
liability for the year 2015. All members of the Board of Directors were re
-elected and Björn Wahlroos was re-elected chairman of the Board of Directors.
The AGM authorised the Board of Directors to decide on issue of convertible
instruments and approved merger plans between Nordea and its subsidiary banks
Nordea Bank Danmark, Nordea Bank Finland and Nordea Bank Norge, respectively.
Election of board members
Björn Wahlroos, Marie Ehrling, Tom Knutzen, Robin Lawther, Lars G Nordström,
Sarah Russell, Silvija Seres, Kari Stadigh and Birger Steen were re-elected
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 Marie Ehrling was elected deputy
chairman of the Board of Directors, and it was announced that the following
persons are employee representatives: Kari Ahola, Toni H. Madsen, Lars Oddestad
(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 a remuneration to the board members amounting to 287,400 euro
for the chairman, 136,500 euro for the deputy chairman and 88,850 euro for the
other members. In addition, remuneration will be paid for committee work in the
three board committees amounting to 36,050 euro for the committee chairmen 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 31 August 2016.
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 in order to facilitate its
securities operations. The holding of such shares must not at any time exceed 1
per cent of the total number of shares in Nordea.
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 2016 (GEM EIP 2016) to reward performance meeting 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. GEM
EIP 2016 has a one-year performance period and the outcome will not exceed the
fixed salary. The outcome from GEM EIP 2016 will be paid over a five-year period
in cash and be subject to forfeiture clauses, total shareholder return (TSR)
indexation and retention in compliance with the Swedish Financial Supervisory
Authority’s regulations on remuneration systems, taking account of domestic
rules and practices where relevant. The executive officers were offered similar
programmes for 2013, 2014 and 2015.
Approval of merger plans
As announced in the interim report for Q2 2015, Nordea seeks to simplify its
legal structure by changing its subsidiary banks Nordea Bank Danmark A/S, Nordea
Bank Finland Abp and Nordea Bank Norge ASA to branches of Nordea. Today the AGM
approved the merger plans in respect of the cross-border mergers which the Board
of Directors of Nordea and each of the boards of directors of the subsidiaries
have decided on. The mergers are expected to take place in early 2017.
The executions of the mergers are subject to, among other things, the approvals,
authorisations, consents and other decisions by relevant authorities in each
country, such as any assessments and advance decisions by relevant tax
authorities, having been obtained on terms and conditions which are acceptable
to Nordea and the subsidiary banks; and, furthermore, that the respective merger
is not prohibited or, in the opinion of Nordea’s Board of Directors, impeded, in
whole or in part, by any applicable laws and regulations, any change in the
practices of relevant authorities or courts (including, but not limited to,
changes in the interpretation of and amendments of relevant laws and
regulations) or any other reason deemed significant by Nordea’s Board of
Directors.
The mergers will only have minor effects on capitalisation levels. There will be
no effect on the consolidation of own funds or the level of capital
requirements. Nordea does not expect the change to significantly affect the
amount of corporate tax paid by the Nordea Group, and Nordea will continue to
pay tax in the countries in which it operates. However, the overall financial
effects of completing the mergers could entail additional net costs that are not
insignificant depending on the final outcome of regulations. The proposed build
-up of the Swedish Resolution Fund over the next 4-5 years could entail an
additional cost of up to EUR 200 million per year, but there is a high degree of
uncertainty related to the final outcome. Further the total net regulatory cost
is currently associated with very high degree of uncertainty. It is however
Nordea’s firm belief that the long-term benefits of the branchification will
outweigh the costs, and Nordea will going forward have a special focus on
ensuring a level playing field in the Nordics.


For further information:
Emma Rheborg, Head of Communications Sweden, +46 733 802 263
Rodney Alfvén, Head of Investor Relations, +46 101 562 960


The information provided in this press release is such that Nordea is required
to disclose pursuant to the Swedish Financial Instruments Trading Act (1991:980)
and/or the Swedish Securities Markets Act (2007:528).

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