Nordea Bank Abp · OMXHEX:NDA_FI
Nordea Bank Abp — Nordea — Shareholder Meeting (March 2024)
41 slides from Nordea Bank Abp's shareholder meeting presentation, Mar 21, 2024
Slide 1: Welcome to Nordea's Annual General Meeting 2024
Slide 2: Next up: Sir Stephen Hester, Chair of the Board
Nordea Next up: Sir Stephen Hester Chair of the Board
Slide 3: Opening of the meeting
. Opening of the meeting . Calling the meeting to order and related decisions . Election of persons to scrutinise the minutes and to supervise the counting of votes . Recording the legality of the meeting . Recording the attendance at the meeting and adoption of the list of votes Nordea
Slide 4: Presentation of the annual accounts, Board report and Auditor's report 2023
6. Presentation of the annual accounts, the report of the Board of Directors and the Auditor's report for the year 2023 Nordea
Slide 5: Next up: Frank Vang-Jensen, President & CEO
Nordea Next up: Frank Vang-Jensen President & CEO
Slide 6: Nordea's Annual General Meeting 2024: CEO review
Slide 7: Executive summary
Executive summary 2023 highlights High-quality income growth - Total income EUR 11.7bn, up 14% y/y, driven by 32% growth in net interest income Return on equity 16.9%; earnings per share EUR 1.37 Volumes stable in slow market - Mortgage lending stable and corporate lending up 1% y/y. Retail deposits
Slide 8: Group Leadership Team
CO2 € x2 3) Group Leadership Team (GLT), GLT-1 and GLT-2
Slide 9: Full-year results 2023
Return on equity 16.9% 13.8% Operating profit 6,338 Full-year results 2023 In EURm and excluding items affecting comparability Cost-to-income ratio 44.0% Total income Volumes stable > Mortgage lending volumes stable in slow market > Corporate lending up by 1% CET1 ratio 16.4% Min. require- ment 12.1
Slide 10: Key financials
Key financials Full-year results 2023 income statement and key ratios FY23 FY22* FY/EY Net interest income 7,451 5,664 32% Net fee and commission income 3,021 3,186 -5% Net insurance result 217 173 25% Net fair value result 1014 1,160 -13% Other income 40 75 -47% Total operating income 11,743 10,258
Slide 11: Higher target following strong performance
H igher target following 2025 financial target strong performance Return on equity >15% Assumes CET1 requirement of 15%, including management buffer Rates assumed to normalise a Supported in 2025 by | Raising the bar further ; ; income ratio | Strategic agenda reaffirmed Loan losses | Well equipped
Slide 12: Audit 2023
Nordea Bank Abp Audit 2023 _k pwe
Slide 13: Auditor's opinion
In our opinion • the consolidated financial statements give a true and fair view of the Group’s financial position, financial performance and cash flows in accordance with IFRS Accounting Standards as adopted by the EU. • the financial statements give a true and fair view of the parent company’s fin
Slide 14: Slide 14
Slide 15: Adoption of the annual accounts
7. Adoption of the annual accounts Advance votes and voting instructions 100.00% 0.00% For Against Nordea
Slide 16: Resolution on the use of the profit and authorisation of the Board
8. Resolution on the use of the profit shown in the annual accounts and the related authorisation of the Board of Directors Advance votes and voting instructions Proposed that the AGM authorises the Board to decide on a dividend payment of a maximum of EUR 0.92 per share. 100.00% It is intended that
Slide 17: Resolution to discharge the Board and CEO from liability
9. Resolution to discharge the members of the Board of Directors and the President and Group CEO from liability Advance votes and voting instructions 99.43% 0.57% For Against Nordea
Slide 18: Advisory resolutions on remuneration report and policy
10. Advisory resolution on the adoption of the Company’s remuneration report for governing bodies 11. Advisory resolution on the adoption of the Company’s remuneration policy for governing bodies The Board of Directors proposes to the AGM that the Company’s remuneration report for governing bodies f
Slide 19: Remuneration Report 2023
Remuneration Report 2023 Remuneration of President and Group CEO is aligned to Nordea’s performance 350 300 — Series! Series2 250 200 . a Series} ——=Series4 100 50 1 2 3 4 5 “Regarding 2019 figures in the Remuneration Report it is noted that Frank Vang-Jensenstarted ‘as Group CEO for Nordeaas of 5 S
Slide 20: Advisory resolution on the remuneration policy
11. Advisory resolution on the adoption of the Company's remuneration policy for governing bodies The Board of Directors, following a review by The remuneration policy for governing bodies the Shareholders' Nomination Board in respect provides the framework of the remuneration for the of the remuner
Slide 21: Advisory resolution on the remuneration report
10. Advisory resolution on the adoption of the Company's remuneration report for governing bodies Advance votes and voting instructions The Board of Directors proposes to the AGM that the Company's remuneration report for governing bodies for the year 2023 is adopted 96.74% through an advisory resol
Slide 22: Advisory resolution on the remuneration policy: result
11. Advisory resolution on the adoption of the Company's remuneration policy for governing bodies Advance votes and voting instructions The Board of Directors proposes to the AGM that the Company's remuneration policy for governing bodies is adopted through an advisory resolution. 95.81% 4.19% Pe Fo
Slide 23: Resolution on the remuneration of Board members
12. Resolution on the remuneration for the members of the Board of Directors Chair 365,000 Advance votes and voting instructions Vice Chair 171,000 Other members of the Board of Directors eau 99.49% Board Audit Committee, Board Risk Committee, and Board Operations and 69,500 Sustainability Committee
Slide 24: Resolution on the number of Board members
13. Resolution on the number of members of the Board of Directors Advance votes and voting instructions Proposed that the number of members of the Board of Directors to be elected by the Annual General Meeting is set at ten. 99.999 % The Board of Directors has additionally three ordinary members and
Slide 25: Election of the Board members and the Chair
14. Election of the members of the Board of Directors and the Chair of the Board of Directors Nordea
Slide 26: Introducing Lars Rohde, proposed new Board Member
Nordea Introducing: Lars Rohde Proposed new Board Member
Slide 27: Lars Rohde: assignments, education, previous positions
Other assignments Board Member, Aarhus University Board Member, Foundation for Children's Hospital and Research Institute Nadija sr Education Masters, Economics & Management Previous positions Governor, National Bank of Denmark (2013-2023) Chair, Danish Systemic Risk Council (2013-2019) Board Member
Slide 28: Board election voting results
95.41 % 4.59 % 99.80 % 0.20 % 97.87 % 2.13 % 99.74 % 0.26 % 99.32 % 0.68 % 99.79 % 0.21 % 99.78 % 0.22 % 97,02 % 2.98 % 99.80 % 0.20 % 99.99 % 0.01 % 100%
Slide 29: Resolution on the remuneration of the auditor
15. Resolution on the remuneration of the auditor Advance votes and voting instructions Proposed that the remuneration of the auditor is to be paid according to the invoice approved by the Company. 99.99% 0.01% For Against Nordea
Slide 30: Election of the auditor
16. Election of the auditor Proposed to re-elect authorised public accountants PricewaterhouseCoopers Oy as the Company's auditor until the end of the following AGM. Authorised public accountant Jukka Paunonen would act as the responsible auditor. Advance votes and voting instructions 99.91% For 0.0
Slide 31: Remuneration of the sustainability reporting assurer
17. Resolution on the remuneration of the sustainability reporting assurer Advance votes and voting instructions Proposed that the remuneration of the sustainability reporting assurer is to be paid according to the invoice approved by the Company. 99.99% 0.01% For Against Nordea
Slide 32: Election of the sustainability reporting assurer
18. Election of the sustainability reporting assurer Advance votes and voting instructions Proposed to elect authorised sustainability audit firm PricewaterhouseCoopers Oy as the assurer of the Company's sustainability reporting until the end of the following AGM. 99.93% Authorised sustainability au
Slide 33: Board authorisations for share issuances and repurchases
19. Board authorisation for issuance of special rights entitling to shares * Forconvertibles to satisfy certain capital requirements pursuant to EU and Finnish legislation 20. and 21. Repurchase and transfer of the Company’s own shares in the securities trading business 22. Board authorisation for r
Slide 34: Authorisation to issue special rights entitling to shares
19. Resolution on the authorisation for the Board of Directors to decide on the issuance of special rights entitling to shares (convertibles) in the Company Advance votes and voting instructions Proposed that the AGM authorise the Board to decide, on one or several occasions, on the issuance of spec
Slide 35: Repurchase of own shares in securities trading business
20. Resolution on the repurchase of the Company's own shares in the securities trading business Advance votes and voting instructions Proposed that the AGM resolves that the Company, for the purpose of the ordinary course of its securities trading business as a credit 99.87% institution, may repurch
Slide 36: Transfer of own shares in securities trading business
21. Resolution on the transfer of the Company’s own shares in the securities trading business Advance votes and voting instructions Proposed that the AGM resolves that the Company, for the purpose of the ordinary course of its securities trading business as a credit institution, may transfer 99.30%
Slide 37: Authorisation to repurchase the Company's own shares
22. Resolution on the authorisation for the Board of Directors to decide on the repurchase of the Company’s own shares Advance votes and voting instructions Proposed that the AGM authorise the Board, on one or several occasions, to decide on the repurchase of an aggregate of not more than 340,000,00
Slide 38: Authorisation for share issuances or transfers
23. Resolution on the authorisation for the Board of Directors to decide on share issuances or transfers of the Company's own shares Advance votes and voting instructions Proposed that AGM authorise the Board, on one or several occasions, to decide on the issuance of new shares or transfer of the Co
Slide 39: Shareholder proposal for amendment of the Articles of Association
24. Shareholder proposal for amendment of the Company's Articles of Association Shareholders Greenpeace Nordic, Swedish Society for Nature Conservation (Naturskyddsféreningen) and Mellemfolkeligt Samvirke / Action Aid Denmark propose that the Articles of Association are amended by adding a new artic
Slide 40: Closing of the meeting
25. Closing of the meeting Nordea
Slide 41: Q&A with management