Nordea Bank AB (publ.) - Yhtiökokouskutsu

Tervetuloa Nordean varsinaiseen yhtiökokoukseen 16. maaliskuuta 2017

The notice is published in English and Swedish.
The shareholders of Nordea Bank AB (publ) are hereby summoned to the Annual
General Meeting on Thursday 16 March 2017
The annual general meeting will be held at 13.00 in City Conference Centre,
Folkets Hus, Barnhusgatan 12-14, Stockholm.
Registration of participation at the annual general meeting will be terminated
at the opening of the annual general meeting. The premises will open at 11.30.
Requirements for the right to participate in the annual general meeting and
instructions for notification
Shareholders who wish to participate in the annual general meeting shall be
entered in the share register maintained by the Swedish Securities Register
Center (Euroclear Sweden AB) on 10 March 2017 and notify Nordea Bank AB (publ)
(the “Company”) thereof according to the instructions set out below.
Shareholders whose shares are held in trust therefore must temporarily re
-register their shares in their own names in the share register maintained by
Euroclear Sweden AB in Sweden to be entitled to participate at the annual
general meeting. This applies to for example shareholders who are holders of
Finnish Depository Receipts in Finland and shareholders who are holders of
shares registered in VP Securities in Denmark. Such re-registration must be
completed at Euroclear Sweden AB in Sweden by 10 March 2017. This means that the
shareholder shall, in good time prior to this date, inform the trustee about
this.
Holders of shares registered with Euroclear Sweden AB in Sweden
Notification of participation in the annual general meeting shall be made at the
latest on 10 March 2017 preferably before 13.00 Swedish time by post under
address Nordea Bank AB (publ), c/o Euroclear Sweden AB, Box 191, SE-101 23
Stockholm, Sweden, or by telephone +46 8 402 90 64, or at the Company’s web site
www.nordea.com.
Holders of Finnish Depository Receipts (FDRs) in Finland
Request for re-registration in one’s own name and notification of participation
in the annual general meeting shall be made at the latest on 9 March 2017 at
12.00 noon Finnish time by post under address Nordea Bank AB (publ), c/o
Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or by telephone +46 8
402 90 64, or at the Company’s web site www.nordea.com.
Shareholders whose shares are registered in the shareholders’ own names in the
share register maintained by Euroclear Sweden AB in Sweden may also notify their
participation in the annual general meeting later, however not later than 10
March 2017 preferably before 14.00 Finnish time in the above-mentioned manner.
Holders of shares registered with VP Securities in Denmark
Request for re-registration in one’s own name and notification of participation
in the annual general meeting shall be made at the latest on 9 March 2017 at
12.00 noon Danish time by post under address Nordea Bank AB (publ), c/o
Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or by telephone +46 8
402 90 64, or at the Company’s web site www.nordea.com.
Shareholders whose shares are registered in the shareholders’ own names in the
share register maintained by Euroclear Sweden AB in Sweden may also notify their
participation in the annual general meeting later, however not later than 10
March 2017 preferably before 13.00 Danish time in the above-mentioned manner.
Number of shares and votes etc.
The total number of shares and votes in the Company amounts to 4,049,951,919.
The Company’s holding of own shares amounts to 10,922,702.
The board of directors’ and the CEO’s duty to provide information
Upon request by any shareholder and where the board of directors believes that
such may take place without significant harm to the Company, the board of
directors and the CEO shall provide information at the annual general meeting in
respect of any circumstances which may affect the assessment of a matter on the
agenda, and any circumstances which may affect the assessment of the Company’s
financial position. The duty to provide information also applies to the
Company’s relationship to other group companies as well as the group accounts
and subsidiaries’ circumstances.

Other information

Representation by proxy
Shareholders who are represented by proxy shall issue a written, dated proxy for
the representative. The proxy is valid for maximum five years after its
execution. Such proxy form can be obtained from the Company by telephone +46 8
402 90 64 or at Smålandsgatan 15, Stockholm and is also available at the
Company’s web site www.nordea.com. The proxy in original should be presented to
the Company at the above-mentioned address for notification in good time prior
to the annual general meeting. If the proxy is issued by a legal entity, a
certified copy of the registration certificate or an equivalent certificate of
authority shall be submitted.
It should be noted that shareholders that are present through a representative
by proxy must notify the Company of their participation according to the
instructions set out above and also be entered in the share register maintained
by Euroclear Sweden AB in Sweden on 10 March 2017.
Advisers
Shareholders or their proxies may bring at most two advisers to the annual
general meeting. An adviser to a shareholder may be brought to the annual
general meeting only if the shareholder gives notice to the Company of the
number of advisers in the manner mentioned above in connection with the
shareholder’s notification of participation.

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Proposed agenda

 1. Election of a chairman for the general meeting
 2. Preparation and approval of the voting list
 3. Approval of the agenda
 4. Election of at least one minutes checker
 5. Determination whether the general meeting has been duly convened
 6. Submission of the annual report and consolidated accounts, and of the audit
report and the group audit report
In connection herewith: speech by the Group CEO
 7. Adoption of the income statement and the consolidated income statement, and
the balance sheet and the consolidated balance sheet
 8. Decision on dispositions of the Company’s profit according to the adopted
balance sheet
 9. Decision regarding discharge from liability for the members of the board of
directors and the CEO
(The auditor recommends discharge from liability)
10. Determination of the number of board members
11. Determination of the number of auditors
12. Determination of fees for board members and auditors
13. Election of board members and chairman of the board
14. Election of auditors
15. Resolution on establishment of a nomination committee
16. Resolution on authorization for the board of directors to decide on issue of
convertible instruments in the Company
17. Resolution on purchase of own shares according to chapter 7 section 6 of the
Swedish Securities Market Act (Sw. lagen (2007:528) om värdepappersmarknaden)
18. Resolution on guidelines for remuneration for executive officers
19. Appointment of auditor in a foundation managed by the Company
20. Resolutions on the following matters initiated by the shareholder Thorwald
Arvidsson
That the annual general meeting decides
a) to adopt a vision on absolute equality between men and women on all levels in
the Company,
b) to instruct the board of directors of the Company to set up a working group
with the task of realizing this vision on the long term and monitoring closely
the development in both the equality and the ethnicity area,
c) to annually submit a written report to the annual general meeting, as a
suggestion by including the report in the printed annual report,
d) to instruct the board of directors to take necessary measures in order to
create a shareholder’s association in the Company,
e) that the board directors shall not be allowed to invoice their board fees
through a legal person, Swedish or foreign,
 f) that the nomination committee when performing its tasks shall pay specific
attention to questions related to ethics, gender and ethnicity,
g) to instruct to the board of directors to submit a proposal for decision on
representation in the board of directors as well as in the nomination committee
for the small and medium sized shareholders to the annual general meeting 2018
(or any extraordinary shareholders’ meeting held before that),
h) in relation to item e) above, instruct the board of directors to write to the
appropriate authority – in the first place the Swedish Government or the tax
authorities – to bring about a changed regulation in this area,
i) to instruct the board of directors to write to the Swedish Government and
draw its attention to the desirability of amending the law meaning that the
possibility to have shares with different voting rights shall be abolished in
Swedish limited liability companies, and
j) to amend article 7 of the articles of association:

______________________
Decision proposals etc
1.  Election of a chairman for the general meeting
The nomination committee’s proposal: Eva Hägg, member of the Swedish Bar
Association.
8.  Dispositions of the Company’s profit according to the adopted balance sheet
The board of directors and the CEO propose a dividend of 0.65 euro per share,
and further, that the record date for dividend should be 20 March 2017. With
this record date, the dividend is scheduled to be sent out by Euroclear Sweden
AB on 27 March 2017.
10.  Determination of the number of board members
The nomination committee’s proposal: The number of board members shall, for the
period until the end of the next annual general meeting, be ten.
11.  Determination of the number of auditors
The nomination committee’s proposal: The number of auditors shall, for the
period until the end of the next annual general meeting, be one.
12.  Determination of fees for board members and auditors
The nomination committee’s proposal: The fees for the board of directors shall
amount to 294,600 euro for the chairman, 141,300 euro for the vice chairman and
91,950 euro per member for the other members. In addition, fees shall be payable
for committee work in the 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 committee work in 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.
The nomination committee’s proposal: Fees to the auditors shall be payable as
per approved invoice.
13.  Election of board members and the chairman of the board
The nomination committee’s proposal: For the period until the end of the next
annual general meeting Björn Wahlroos, Robin Lawther, Lars G Nordström, Sarah
Russell, Silvija Seres, Kari Stadigh and Birger Steen shall be re-elected as
board members and Pernille Erenbjerg, Maria Varsellona and Lars Wollung shall be
elected as board members. For the period until the end of the next annual
general meeting Björn Wahlroos shall be re-elected as chairman.
14.  Election of auditors
The nomination committee’s proposal: For the period until the end of the next
annual general meeting Öhrlings PricewaterhouseCoopers AB shall be re-elected as
auditor.
15.  Establishment of a nomination committee
The nomination committee’s proposal: The annual general meeting resolves to
establish a nomination committee with the task to present proposal for the chair
for the annual general meeting and to present at general meetings where election
shall take place of board member and chairman of the board and auditor, and
decision shall be made regarding fees for board members and auditor, proposals
to the general meeting for such decisions. The nomination committee shall
consist of the chairman of the board of directors and four other members. The
committee shall elect its chairman among themselves. The chairman of the board
may not serve as chairman of the nomination committee. Shareholders with the
four largest shareholdings in terms of voting right in the Company shall be
entitled to appoint one member each. Changes in the composition of the committee
may take place owing to shareholders, which have appointed a member to the
committee, selling all or parts of their shareholdings in Nordea. The nomination
committee is entitled to co-opt members to the committee, who are appointed by
shareholders that, after the constituting of the committee, have come to be
among the shareholders with the four largest shareholdings in terms of voting
rights in the Company and that have not already appointed a member to the
committee. Such co-opted members do not participate in the nomination
committee’s decisions. The nomination committee is moreover entitled to co-opt a
maximum of three persons who in respect of the work of the committee possess the
required knowledge and experience of the social, business and cultural
conditions that prevail in the regions and market areas in which the Group’s
main business operations are conducted. Such co-opted members do not participate
in the nomination committee’s decisions. Such co-opted members are entitled to
remuneration from the Company for work carried out as well as compensation for
costs incurred, as decided by the committee. The nomination committee will be
constituted on the basis of the known shareholding in the Company as per 31
August 2017.
16.  Authorization for the board of directors to decide on issue of convertible
instruments in the Company
Background: New rules on capital requirements consisting of an EU Regulation and
an EU Directive, the so-called CRD IV package, entered into force in 2014.
Within the framework of the capital requirements rules, loss absorbing capital
instruments can be used to meet parts of the capital requirements. The board of
directors proposes that the annual general meeting authorizes the board of
directors to issues such capital instruments.
The board of directors’ proposal: The annual general meeting resolves to
authorize the board of directors for the period until the next annual general
meeting, on one or several occasions, with or without preferential rights for
existing shareholders, to decide on issue of convertible instruments, and then
the amount that the share capital may be increased with at full exercise of the
convertible instruments shall be maximum ten per cent of the Company’s share
capital, which would correspond to issuance of 404,995,191 new ordinary shares
calculated on the current amount of ordinary shares issued in the Company. Issue
of convertible instruments by virtue of the authorization shall be done on
market conditions.
The purpose of the authorization is to facilitate a flexible and efficient
adjustment of the company’s capital structure to the capital requirements. The
authorization means that the board of directors will be able to swiftly carry
out issues without firstly holding an extraordinary general meeting, which the
board of directors considers appropriate with regard to that these capital
instruments principally are intended to be issued in the international debt
market. The board of directors intends to use the authorization if the board of
directors judges 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.
17.  Purchase of own shares according to chapter 7 section 6 of the Swedish
Securities Market Act (Sw. lagen (2007:528) om värdepappersmarknaden)
The board of directors’ proposal: The annual general meeting resolves that the
Company, in order to facilitate its securities business, up until the next
annual general meeting, may purchase own ordinary shares according to chapter 7
section 6 of the Swedish Securities Market Act (Sw. lagen (2007:528) om
värdepappersmarknaden). However, with the limitation that the Company’s holding
of such shares in the trading book must never exceed the lower of 0.1 per cent
of the total number of shares in the Company or 10 per cent of the Company’s
exceeding Common Equity Tier 1 capital. The price for the ordinary shares shall
equal the market price prevailing at the time of the acquisition.
18.  Guidelines for remuneration for executive officers
The board of directors’ proposal: Nordea shall maintain remuneration levels and
other employment conditions needed to recruit and retain executive officers with
competence and capacity to deliver on the strategy and targets thus enabling
Nordea to become a Great European bank. The term “executive officers” shall in
this context mean the CEO and deputy CEO of Nordea Bank AB (publ) and the
executives who are members of Group Executive Management (GEM). Remuneration for
executive officers will be decided by the board of directors in accordance with
Nordea’s internal policies and procedures, which are based on the Swedish
Financial Supervisory Authority’s (SFSA) regulations on remuneration systems,
the Swedish Corporate Governance Code, national implementation of the EU’s
directive on capital requirements for banks as well as international sound
compensation practices. Salaries and other remuneration in line with market
levels constitute the overriding principle for compensation for executive
officers at Nordea. Compensation for the executive officers shall be consistent
with and promote sound and effective risk management and not encourage excessive
risk-taking or counteract Nordea’s long-term interests.
Annual remuneration consists of fixed salary and variable salary. Variable
salary to the executive officers will be offered as an Executive Incentive
Programme 2017 (GEM EIP 2017) with predetermined targets at 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 of GEM EIP 2017 will
be based on the board of directors’ assessment of performance of the
predetermined targets. The outcome of GEM EIP 2017 will be paid over a five-year
period in cash and be subject to forfeiture clauses, Total Shareholder Return
indexation (dividend factor to be excluded during the referral period) and
retention based on the SFSA’s regulations on remuneration systems, taking
account of domestic rules and practices where relevant. GEM EIP 2017 has a one
year performance period and the outcome shall not exceed the fixed salary. The
executive officers have been offered similar programmes since 2013. In
accordance with SFSA’s remuneration regulations guaranteed variable salary is to
be exceptional and may only occur in the context of hiring a new executive
officer and then be limited to the first year of employment. Non-monetary
benefits are given as a means to facilitate executive officers’ performance. The
levels of these benefits are determined by what is considered fair in relation
to general market practice. The executive officers shall be offered retirement
benefits in accordance with market practice in the country of which they are
permanent residents. Fixed salary during the period of notice and severance pay
shall in total not exceed 24 months of fixed salary for executive officers. The
board of directors may deviate from these guidelines if required due to new
remuneration regulations or if there are other special reasons for this in a
certain case.
20 j)  Amendment to article 7 of the articles of association
The shareholder Thorwald Arvidsson proposes to amend article 7 of the articles
of association by inserting the following two paragraphs:
A former Government minister may not be appointed as a board director until two
years have passed from the date when such person resigned as a Government
minister.
Other politicians on full time pay from the public may not be appointed as board
directors until one year has passed from the date when such persons left office,
unless there are extraordinary reasons for it.

______________________

The nomination committee comprises Torbjörn Magnusson, chairman of the
committee, appointed by Sampo Plc as a shareholder, Mogens Hugo, appointed by
Nordea-fonden as a shareholder, Katarina Thorslund, appointed by Alecta as a
shareholder, Anders Oscarssson, appointed by AMF and AMF Funds as a shareholder,
and Björn Wahlroos, chairman of the board of directors. The nomination committee
has submitted proposals according to items 1 and 10-15 on the proposed agenda. A
statement on the proposal regarding the board of directors is available on the
Company’s web site www.nordea.com as from today and will be forwarded free of
charge to shareholders requesting this report and stating their postal address.

______________________

The accounts, the auditor’s report, the complete decision proposals regarding
items 8, 15-19 and 20 j) as well as documents pursuant to chapter 8 section 54
and chapter 18 section 4 of the Swedish Companies Act are made available at the
Company, address Smålandsgatan 15, Stockholm from 23 February 2017 and will be
sent free of charge to shareholders requesting such information and stating
their postal address. The documents will also be available on the Company’s web
site www.nordea.com from the same date.
Stockholm, February 2017
Nordea Bank AB (publ)
The Board of Directors
Yhtiökokouskutsu julkaistaan ruotsiksi Post- och Inrikes Tidningar -lehdessä
sekä englanniksi ja ruotsiksi Nordean verkkosivuilla osoitteessa nordea.com.
Kutsun julkaisemisesta ilmoitetaan Dagens Nyheter- ja Svenska Dagbladet
-lehdissä 9. helmikuuta 2017.
Lisätietoja:
Rodney Alfvén, sijoittajasuhteet, +46 8 614 78 80
Satu Malkamäki, konserniviestintä, 09 4245 1006

Attachments:

02063357.pdf