Nordea's Annual General Meeting 2026 and decisions of the statutory Board meeting

Rhea-AI Summary

Nordea (OTC:NBNKF) held its Annual General Meeting on 24 March 2026 and approved an ordinary dividend of EUR 0.96 per share.

The AGM authorised a possible Mid-Year Dividend up to EUR 3 billion (intended ~50% of six-month net profit) and granted board powers for convertibles, share repurchases and limited share issuances.

Board elections re-elected Sir Stephen Hester as Chair and added Simon Cooper; committee memberships were appointed.

Positive

• Ordinary dividend of EUR 0.96 per share
• Authorised Mid-Year Dividend up to EUR 3 billion
• Board authorised 330,000,000 convertibles (~9.6%)
• Share repurchase authorisation up to 330,000,000 shares (~9.6%)

Negative

• Convertible authorisation could cause up to 9.6% dilution
• Directed repurchases/transfers allow up to 175,000,000 shares (~5.1%)
• Repurchase programme subject to ECB regulatory approval

Market Context

This announcement details Nordea’s 2026 AGM decisions, combining an ordinary dividend of EUR 0.96 pe...

Analysis

This announcement details Nordea’s 2026 AGM decisions, combining an ordinary dividend of EUR 0.96 per share with authorisations for a capped EUR 3 billion Mid-Year Dividend and substantial buyback and issuance flexibility. Recent history shows ongoing execution of an up-to-€500 million buyback programme. Investors may monitor how the Board actually uses authorisations for up to 330,000,000 repurchases and 30,000,000 new or own shares, alongside earnings and capital requirements.

Key Figures

Ordinary dividend: EUR 0.96 per share Mid-Year Dividend cap: EUR 3 billion Mid-Year payout basis: ≈50% of net profit +5 more

8 metrics

Ordinary dividend EUR 0.96 per share For financial year ended 31 December 2025

Mid-Year Dividend cap EUR 3 billion Maximum total amount for 2026 Mid-Year Dividend authorisation

Mid-Year payout basis ≈50% of net profit Intended level of Mid-Year Dividend based on H1 2026 profit

AGM share representation 2,010,031,667 shares (59.1%) Shares and votes represented at AGM 2026

Convertible share limit 330,000,000 shares Max shares for special rights (convertibles), 9.6% of total

Trading buyback limit 175,000,000 shares Max own shares for securities trading business, 5.1% of total

General buyback authorisation 330,000,000 shares Max repurchases for capital optimisation and variable pay plans

Share issuance/transfer limit 30,000,000 shares Max new/own shares for issuances or transfers, 0.9% of total

Historical Context

5 past events · Latest: Mar 31 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 31	Share buyback execution	Neutral	+0.0%	Reported repurchase of 451,521 shares under existing €500M buyback.
Mar 31	Share buyback execution	Neutral	+2.5%	Disclosed 467,289-share buyback as part of €500M programme.
Mar 31	Share buyback execution	Neutral	+2.5%	Announced 460,945-share repurchase within ongoing €500M plan.
Mar 26	Share buyback execution	Neutral	+2.5%	Detailed 466,158-share buyback for capital optimisation and remuneration.
Mar 25	Share buyback execution	Neutral	+2.5%	Completed 460,462-share repurchase under up to €500M programme.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent announcements focused on an up-to-€500 million buyback, often coinciding with modest positive price reactions.

Recent Company History

Over the last weeks, Nordea has repeatedly reported executions under its up-to-€500 million share buyback programme, repurchasing roughly 460k–470k shares per day at prices around €14.30–€14.76. These buybacks supported modestly positive single-day moves of about 2.45% on several occasions. Today’s AGM decisions add ordinary and potential mid-year dividends plus broader repurchase and issuance authorisations, extending the capital return and flexibility narrative seen in recent disclosures.

Key Terms

record date, convertibles, directed repurchase, pre-emptive subscription rights, +3 more

7 terms

record date financial

"shareholders who on the record date for the dividend on 26 March 2026"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

convertibles financial

"issuance of special rights entitling to shares in the Company (convertibles)"

Convertible securities are loans or bonds a company sells that can later be exchanged for a set number of the company’s shares. They matter to investors because they blend steady income and downside protection of debt with the chance to share in stock upside—like holding a coupon that pays interest but can be redeemed for product if the product’s price jumps; that tradeoff affects returns, dilution and a company’s cost of capital.

directed repurchase financial

"shares are repurchased otherwise than in proportion... (directed repurchase)"

A directed repurchase is when a company buys back its own shares from one or a few specific shareholders rather than from the open market. It matters to investors because it changes who owns the stock and can reduce the number of shares available, which can raise earnings per share or concentrate control; think of it like a store buying back a particular batch of its products from a single retailer instead of from all stores.

pre-emptive subscription rights financial

"in deviation from the shareholders' pre-emptive subscription rights"

Pre-emptive subscription rights give existing shareholders the option to buy new shares before they are offered to outside investors, usually in proportion to their current ownership. This protects investors from having their ownership stake and voting influence diluted and lets them maintain the same share of future profits or decide to sell the right for cash; think of it like being offered first dibs on extra slices before a pizza is shared with strangers.

directed share issuance financial

"may be transferred in deviation... (directed share issuance)"

A directed share issuance is when a company creates new shares and sells them to one or a few specific investors instead of offering them to the public. Think of it as handing extra slices of a cake to selected guests; it brings cash or strategic partners to the company but can reduce existing owners’ percentage of the company and affect the share price. Investors watch these deals because they change ownership, can signal confidence or need for funding, and may alter future returns.

variable pay plans financial

"8,000,000 shares may be repurchased to be used in the Company's variable pay plans"

Variable pay plans are compensation programs that link part of employees’ pay to measurable results—such as sales, company profit, or stock performance—so workers earn more when goals are met and less when they are not. For investors this matters because these plans shape management incentives, influence company costs and performance volatility, and affect the likelihood of achieving strategic targets; think of it like a sales commission or performance bonus that steers behavior and outcomes.

sustainability reporting assurer regulatory

"re-elected as the assurer of the Company's sustainability reporting"

A sustainability reporting assurer is an independent reviewer who checks a company’s environmental, social and governance (ESG) disclosures to confirm they are accurate and complete. Think of them as a fact-checker or an outside inspector for a company’s non-financial claims; their stamp of approval helps investors trust the numbers, spot greenwashing, and make better decisions about risk and long-term value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HELSINKI, April 7, 2026 /PRNewswire/ --

Nordea Bank Abp
Stock exchange release – Decisions of general meeting
24 March 2026 at 17.00 EET

The Annual General Meeting (AGM) of Nordea Bank Abp ("Nordea" or the "Company") was held today as a virtual meeting. Shareholders were also able to exercise their voting rights by voting in advance. All proposals to the AGM by the Board of Directors and the Shareholders' Nomination Board were approved. The AGM decided on an ordinary dividend of EUR 0.96 per share and on an authorisation to the Board of Directors to decide on the distribution of a mid-year dividend in 2026. The Board of Directors elected the Vice Chair of the Board of Directors and the members of the Board committees in its statutory meeting held after the AGM.

A total of 5,018 shareholders representing 2,010,031,667 shares and votes, corresponding to approximately 59.1% of the total number of shares and votes in Nordea, were represented at the AGM including shareholders who had voted in advance or were represented by proxy. A summary of the advance votes and voting instructions submitted ahead of the AGM will be available at www.nordea.com/agm later today.

Dividend

The AGM decided on a dividend payment of EUR 0.96 per share based on the annual accounts adopted for the financial year ended on 31 December 2025.

The dividend will be paid to shareholders who on the record date for the dividend on 26 March 2026 are recorded in the Company's shareholders' register maintained by Euroclear Finland Oy in Finland, Euroclear Sweden AB in Sweden and VP Securities A/S in Denmark. The dividend payment date is 2 April 2026, or as soon as possible thereafter.

The AGM further authorised the Board of Directors, in its discretion, to decide on the distribution of a second dividend instalment based on the annual accounts adopted for the financial year ended on 31 December 2025 (the "Mid-Year Dividend"). The amount of the Mid-Year Dividend is intended to be set at a level corresponding to approximately 50% of the Nordea Group's net profit for the six-month period ending on 30 June 2026. The Mid-Year Dividend is, however, subject to a maximum total amount of EUR 3 billion. The authorisation will remain in force and effect until the opening of the next AGM of the Company.

It is the intention of the Board of Directors to decide on the Mid-Year Dividend based on this authorisation in connection with the publication of the second-quarter and half-year results 2026. The Board of Directors will at that time resolve on the amount and timing of the Mid-Year Dividend, and the Company will announce such Board resolution and confirm the record and payment dates of the Mid-Year Dividend. The Mid-Year Dividend would be paid to shareholders who are recorded in the Company's shareholders' register maintained by Euroclear Finland Oy in Finland, Euroclear Sweden AB in Sweden and VP Securities A/S in Denmark on the applicable record date.

Dividend will not be paid on shares held by the Company on each record date.

Election of Board members and the composition of the Board

The AGM elected ten members of the Board of Directors. Sir Stephen Hester, Petra van Hoeken, Risto Murto, Lars Rohde, Lene Skole, Per Strömberg, Jonas Synnergren, Arja Talma and Kjersti Wiklund were re-elected as Board members and Simon Cooper was elected as a new Board member for the period until the end of the next AGM. Sir Stephen Hester was re-elected as Chair of the Board of Directors until the end of the next AGM.

Simon Cooper (59) has extensive experience within banking and financial markets as a member of the executive management in HSBC and Standard Chartered. He has a profound understanding of banks' risk management including credit, market, operational, sustainability, data and cyber risks. Simon Cooper also has wide experience of sustainable finance and digital transformation.

The Board of Directors also has three ordinary members and one deputy member elected by the employees of the Nordea Group. For the period until the end of the next AGM, the employees have elected Kasper Skovgaard Pedersen, Joanna Koskinen and Jørgen Suo Lønnquist as ordinary members of the Board of Directors and Susanne Anderberg as a deputy member of the Board of Directors.

Susanne Anderberg (47), a Swedish citizen, has worked in various roles at Nordea for over 20 years, combining financial and risk insights with governance, compliance, workplace culture and stakeholder relations. She is currently working with union and work environment issues for Finansförbundet in Nordea Sweden, represents the union in several co-determination committees, and is also Chief Occupational Health and Safety Representative for Nordea Sweden and Deputy Chairperson in Nordea Sweden Profit Sharing Foundation. She holds a Bachelor of Science in Business and Economics and a Bachelor of Science in Business Administration and Industrial Engineering.

Relevant authority approval for Susanne Anderberg is pending.

In its statutory meeting following the AGM, the Board of Directors elected Lene Skole as the Vice Chair of the Board of Directors. The Board of Directors appointed the members of the four Board committees as follows:

• Board Audit Committee: Arja Talma (Chair), Simon Cooper, Petra van Hoeken, and Lene Skole.
• Board Risk Committee: Petra van Hoeken (Chair), Simon Cooper, Risto Murto, Lars Rohde, and Kjersti Wiklund.
• Board Remuneration and People Committee: Sir Stephen Hester (Chair), Per Strömberg, Arja Talma, and Joanna Koskinen.
• Board Operations and Sustainability Committee: Kjersti Wiklund (Chair), Lars Rohde, Per Strömberg, and Jonas Synnergren.

Annual accounts and discharge from liability

The AGM adopted the annual accounts and discharged the members of the Board of Directors, President and Group CEO and Deputy Managing Director from liability for the financial period ended on 31 December 2025.

Remuneration Report for Governing Bodies

The AGM adopted, through an advisory resolution, the Remuneration Report for Governing Bodies for 2025.

Remuneration of the Board members

The AGM decided on annual remuneration to the Board members as follows:

A meeting fee of EUR 1,000 will be paid for each Board meeting and a meeting fee of EUR 500 will be paid for each Board Committee meeting and any meeting in subcommittees established by the Board; members of the Board of Directors (excluding Chair and Vice Chair), an annual general fee of EUR 115,500; Board Audit Committee, Board Risk Committee and Board Operations and Sustainability Committee members, an additional annual fee of EUR 40,000; Board Remuneration and People Committee members, an additional annual fee of EUR 35,000; Board Audit Committee, Board Risk Committee and Board Operations and Sustainability Committee chairs, an additional annual fee of EUR 81,500; Board Remuneration and People Committee Chair, an additional annual fee of EUR 62,000; Vice Chair, an annual fee of EUR 190,000; and Board Chair, an annual fee of EUR 440,000.

No additional remuneration for their role as members of the Board is paid to members of the Board of Directors employed by the Nordea Group.

In addition, Nordea covers or reimburses the members of the Board of Directors all costs and expenses related to or arising from the Board membership, including travel, logistics and accommodation as well as consultative, legal and administrative costs. The legal costs can e.g. include required costs of legal defence and claims made (during and after their period of office) against Board members in cases where Board members are not found liable or guilty of any intentional wrongdoing or grossly negligent behaviour.

Election and remuneration of the auditor and of the sustainability reporting assurer

PricewaterhouseCoopers Oy was re-elected as the auditor for the period until the end of the next AGM. Authorised public accountant Jukka Paunonen will act as the responsible auditor.

PricewaterhouseCoopers Oy was also re-elected as the assurer of the Company's sustainability reporting for the period until the end of the next AGM. Authorised sustainability auditor Jukka Paunonen will act as the responsible sustainability reporting auditor.

The AGM decided that the remuneration of the auditor and the sustainability reporting assurer is to be paid according to the invoice approved by the Company.

Authorisation for the Board of Directors to decide on the issuance of special rights entitling to shares (convertibles) in the Company

To facilitate a flexible and efficient adjustment of the Company's capital structure to the capital requirements, the Board of Directors was authorised to decide on the issuance of special rights entitling to shares in the Company (convertibles), on one or several occasions. The maximum number of shares that may be issued based on the authorisation is 330,000,000 shares, which corresponds to approximately 9.6% of all the shares in the Company on the date of the notice to the AGM. The authorisation remains in force and effect until the earlier of (i) the end of the next annual general meeting of the Company or (ii) 18 months from the resolution of the AGM 2026.

Repurchase and transfer of own shares in the securities trading business

The AGM decided that the Company may, before the end of the next AGM, repurchase and transfer its own shares in order to facilitate its securities trading business. The shares are repurchased otherwise than in proportion to the shareholdings of the Company's shareholders (directed repurchase) and may be transferred in deviation from the shareholders' pre-emptive subscription rights (directed share issuance). The AGM approved all subscriptions that will be made in accordance with the terms and conditions of the directed issuance. The maximum number of own shares to be repurchased shall not exceed 175,000,000 shares, and the maximum number of own shares to be transferred shall not exceed 175,000,000 shares, corresponding to approximately 5.1% of all the shares in the Company on the date of the notice to the AGM.

Authorisation for the Board of Directors to decide on the repurchase of own shares

The Board of Directors was authorised to decide on one or several occasions on the repurchase of an aggregate of not more than 330,000,000 shares in the Company, which corresponds to approximately 9.6% of all the shares in the Company on the date of the notice to the AGM, subject to the condition that the number of own shares held by the Company together with its subsidiaries at any given time may not exceed 10% of all the shares in the Company.

Not more than 330,000,000 shares may be repurchased to distribute excess capital in order to optimise the capital structure of the Company and not more than 8,000,000 shares may be repurchased to be used in the Company's variable pay plans. Own shares may only be repurchased using the unrestricted equity of the Company. The shares may be repurchased either through an offer to all shareholders on equal terms or through other means and otherwise than in proportion to the existing shareholdings of the Company's shareholders (directed repurchases).

The authorisation remains in force and effect until 18 months from the AGM. The authorisation does not revoke the authorisation to decide on the repurchase of own shares granted to the Board of Directors by the AGM held on 20 March 2025 which, in accordance with that authorisation, remains in effect until 20 September 2026.

Any decision by the Board of Directors to repurchase shares based on the authorisation is subject to the condition that the Company has obtained the necessary regulatory permissions from the European Central Bank.

Authorisation for the Board of Directors to decide on share issuances or transfers of own shares

The Board of Directors was authorised to decide, on one or several occasions, on the issuance of new shares or transfer of the Company's own shares of not more than 30,000,000 shares in the Company, which corresponds to approximately 0.9% of all the shares in the Company on the date of the notice to the AGM.

The shares may be issued or transferred in proportion to existing shareholdings in the Company or in deviation from the shareholders' pre-emptive subscription right by way of a directed issuance and used to implement the Company's variable pay plans or as payment in connection with corporate acquisitions. The authorisation remains in force and effect until the earlier of (i) the end of the next annual general meeting of the Company or (ii) 18 months from the AGM 2026. The authorisation revoked the authorisation to decide on share issuances or transfers of the Company's own shares granted to the Board of Directors by the AGM held on 20 March 2025.

Shareholder proposal for amendment of the Company's Articles of Association

The AGM resolved not to adopt the proposal of shareholders Swedish Society for Nature Conservation (Naturskyddsföreningen) and Action Aid Denmark (Mellemfolkeligt Samvirke) to amend the Company's Articles of Association.

AGM materials available on Nordea.com

The proposals of the Shareholders' Nomination Board to the AGM were published in their complete form in a stock exchange release on 5 February 2026 and those of the Board of Directors and of the shareholders on 18 February 2026. The annual report, containing the annual accounts, the Board of Directors' report including the Sustainability Statement, the Auditor's report, the Assurance Report on the Sustainability Report, as well as the Remuneration Report for Governing Bodies, were published on 23 February 2026. The documents are available at www.nordea.com/agm. The minutes of the AGM will be available at www.nordea.com/agm as of 7 April 2026 at the latest.

For further information:

Ilkka Ottoila, Head of Investor Relations, +358 9 5300 7058

Media inquiries, +358 10 416 8023 or press@nordea.com

The information provided in this stock exchange release was submitted for publication, through the agency of the contacts set out above, at 17.00 EET on 24 March 2026.

Nordea is a leading Nordic financial services group and the preferred choice for millions of customers across the region. For more than 200 years, we have proudly served as a trusted financial partner for individuals, families and businesses – enabling dreams and aspirations for a greater good. Our vision is to be the best-performing financial services group in the Nordics, accelerating through our scale, people and technology. The Nordea share is listed on the Nasdaq Helsinki, Nasdaq Copenhagen and Nasdaq Stockholm exchanges.

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/nordea/r/nordea-s-annual-general-meeting-2026-and-decisions-of-the-statutory-board-meeting,c4325965

 

SOURCE Nordea

FAQ

What dividend did Nordea (NBNKF) declare at the AGM on 24 March 2026?

Nordea declared an ordinary dividend of EUR 0.96 per share. According to Nordea, the dividend is based on the 2025 annual accounts and will be paid to shareholders recorded on the 26 March 2026 record date.

What is the Mid-Year Dividend authorisation approved by Nordea (NBNKF)?

The AGM authorised a Mid-Year Dividend intended at ~50% of six-month net profit, capped at EUR 3 billion. According to Nordea, the board may decide the amount and timing when Q2 2026 results are published.

How many shares can Nordea (NBNKF) issue as convertibles after the AGM authorisation?

The board may issue up to 330,000,000 shares via convertibles, about 9.6% of shares. According to Nordea, this authorisation helps adjust capital structure and is valid up to 18 months or until next AGM.

What share repurchase limits did Nordea (NBNKF) approve at the AGM?

The AGM authorised repurchases of up to 330,000,000 shares (~9.6%), and trading-related repurchases up to 175,000,000 shares (~5.1%). According to Nordea, repurchases require necessary regulatory permissions from the European Central Bank.

Who joined Nordea's board after the 24 March 2026 AGM and who remains chair?

Simon Cooper was elected as a new board member and Sir Stephen Hester was re-elected chair. According to Nordea, committee memberships and Lene Skole as vice chair were also decided at the statutory meeting.