EUR 1000.00 For Business Accounts Only

Nordea Bank - AGM 24 March 2021

We note that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.

Under ITEM 8 the board of direcrors seeks authorisation to distribute a maximum dividend per share of EUR 0.72. We note that, with regard to capital preservation recommendations in view of the uncertainty related to the Covid-19 pandemic, the European Central Bank (ECB), on December 15, 2020, issued an executive order in which it expects dividends and share buy-backs to remain below 15% of the cumulated profit for the FY’s 2019-20 and not to exceed 20 basis points of the CET1 ratio until the end of September 2021. In the latter respect, we note that the (maximum) dividend per share of EUR 0.72 under the authorisation requested corresponds to approximately 77% of the Company’s aggregate net earnings of the FY’s 2019 and 2020 (EUR 0.93). In view of the above, we do NOT consider the proposal to be in line with the applicable recommendations of the ECB. Accordingly, we recommend to vote OPPOSE.

Under ITEM 9 discharge of the board of directors & CEO is sought. We note that the relevant supervisory authorities have conducted ongoing investigations (among others) regarding Nordea’s compliance with AML regulation. As long as the results of these investigations are unclear, we are unwilling to grant discharge to the members of the board of directors and the CEO. Accordingly, we recommend to vote OPPOSE.

Under ITEM 10 approval of the Company's first remuneration report is sought. Although we have some disclosure related concerns, we consider the Company’s executive compensation in the year under review to be in line with the requirements of the applicable Finnish Act on Credit Institutions. We note that Nordea's AGM 2019 approved a maximum variable salary for members of the executive management of 200% of annual base salary. Therefore, the total maximum variable salary of 175% of annual base salary (75% ST and 100% LT) is in accordance with the Company’s executive remuneration policy. We furthermore note that 40% of the STI as well as LTI is paid in cash, whereas 60% of the STI and LTI are deferred for 5 years, subject to backtesting. As such the executive compensation in the year under review also meets the deferral requirements of the Finnish Act on Credit Institutions. In our view, Nordea’s executive compensation in the year under review has been fair. The annual base salary is at the upper level of Finnish market practice and the outcome of the STI appears to be reasonable in view of the Company’s (relatively solid) results in 2020. Total variable remuneration is predominantly LT oriented, with a maximum LTI (100% of annual base salary) in excess of the STI (75% of annual base salary). In addition, we strongly welcome the inclusion of ESG targets under the STI. In view of the above, we recommend to vote FOR.

Finally, under ITEM 19, authorisation is sought to repurchase own shares. We note that the requested authority is limited to approximately 12.35% of the Company’s share capital, which exceeds our guidelines. We furthermore note that the ECB has issued an executive order (see explanation above). With regard to this executive order, we note that, under ITEM 8 above, Nordea already seeks authorisation to distribute a dividend in excess of the ECB’s recommendation. Therefore, if approved and executed, there will be no further room for any share repurchases. In view of the above, we recommend to vote OPPOSE.