Referat fra Nordeas generalforsamling incl. aktionærspørgsmål

Welcome to Nordea’s 2025 Annual General Meeting. My name is Thomas Forsell, and I’ll be the moderator of this event. Today’s meeting here in Helsinki can also be followed online in a live webcast. The meeting will be conducted mainly in Swedish and partly in Finnish and in English. We have simultaneous translation available to all 3 languages. Here in the audience, you can choose your preferred language on the translation receiver. on the webcast, you can do the same from the language many.

During today’s Q&A session, the floor will be open for shareholder questions here in Helsinki. Questions here as well as online can be in Finnish, Swedish or in English. We also offer 2 ways to ask questions online. All webcast participants and post questions by using the chat function. Those shareholders who have preregistered for the webcast and who have received log-in details and a password in advance can also ask verbal questions during the Q&A. [Operator Instructions]

We will take as many questions as we can from the webcast. During the Q&A session, we will also have a poll. All shareholders here in Helsinki have received written instruction on how to participate in the poll with your smart phone. The poll will be open also for the preregistered webcast participants. We will repeat the instructions at the start of the poll, and we also have personnel here in the room to assist if needed. Thank you for joining us today.

Now I have the pleasure to give the floor to the Chair of the Board, Sir. Stephen Hester.

Dear shareholders, it is my pleasure to welcome you this afternoon to Nordea’s Annual General Meeting, my third as Chair of the Board, and a warm welcome also to everyone who is joining us following the AGM online through the webcast. It was also a pleasure to meet a few of you in person in the coffee area before this meeting.

Here in Helsinki, we are also pleased to have representatives from the European Central Bank and the Finnish Financial Supervisory Authority with us today. Since Nordea is considered to be a significant institution in the European banking sector, each year, our supervisors attend and observed one of our Board meetings, which they did this morning. And I would also like to welcome them as observers to our AGM today.

Now turning back to Nordea. 2024 was another year, I’m pleased to say, of sustained momentum for the bank. The group delivered income growth and high profitability whilst maintaining robust credit quality and strong capital generation. The good performance reaffirms Nordea’s position as one of Europe’s top performing financial institutions. Our strength comes from many things. Having a clear strategy is, of course, essential, but it takes disciplined execution to turn it into reality. And the Nordea team, led by group CEO, Frank Vang-Jensen, has, I trust you would agree, been very effective.

We are also fortunate to be based in a region known for its stability, innovation and opportunities. Our 4 Nordic home markets, Finland, Denmark, Norway and Sweden are open, prospers and forward-looking economies. And they offer an environment where businesses like Nordea can grow and support lasting wealth creation. Doing that and contributing to the Nordic success story is what drives us forward. Now while resilient, we know that our economies have been going through a more challenging period in recent years. Fortunately, the economic outlook has improved somewhat and growth prospects are now a little brighter. And indeed, the Nordic economies are all expected to grow this year. But at the same time, as we see on our TV screens rather too often, geopolitical risk is high. Here in Europe, we face a moment of reckoning in terms of our security. We also face urgent questions about how to strengthen our economic competitiveness. This road ahead demands action and sustained investment to spur long-term growth. And as a leading financial services group, Nordea stands ready to support our customers and through the Nordic society in this next cycle.

Our role is, as always, to serve as a trusted financial partner, allocating capital and providing financing and advice to support our customers’ ambitions. And with our well-diversified business model, we are equipped, we believe, to fulfill these responsibilities. Acting as a positive force in society, includes supporting the transition to a sustainable future. And we are making very good progress on our climate objectives with tangible results to show for it. At the same time, we believe the transition to a low-carbon economy must be an orderly one where we also take into account the importance of energy, security and the ability of our customers to make the transition. This is why, at Nordea, we are taking a balanced approach. We are driving multiple sustainability initiatives whilst also continuing to support through our lending a small number of carefully selected customers, which play a critical role in Europe’s energy stability. This is the path we have chosen, and we believe it is the responsible one to take, especially in a time of high global uncertainty.

Thanks to the successful execution of our strategy, we are a market-leading bank when it comes to shareholder returns. Over the past 5 years, Nordea has paid out nearly EUR 12 billion in dividends. And today, we ask this Annual General Meeting to authorize the Board to decide on a dividend payment of EUR 0.94 per share for 2024, in line with our dividend policy. And including share buybacks, the total distribution for 2024 and to shareholders will amount to approximately EUR 1.05 per share, or nearly 10% of our current market value returned to shareholders.

We are pleased to see these returns flow back into the economy because they support pension funds, insurance companies and foundations as well as the more than 580,000 private shareholders living, working and investing in the Nordic region. Going forward, we aim to continue to be a market-leading bank for shareholder returns. The group expects to maintain strong capital generation supported by improved financial performance and capital excellence. Our dividend policy should sustain us as one of the highest dividend payers amongst our Nordic peers. And in accordance with the policy, we will continue to use share buybacks as a tool for distributing excess capital. And today, we are again asking for your authorization to further repurchase shares.

The AGM today is presented with further proposals as normal, which the Chair of the AGM will run through later. These, similar to last year, are to authorize the Board to manage the company’s capital efficiently, by issuing convertibles to meet regulatory requirements, to authorize Nordea to repurchase and transfer shares to best serve our customers in the securities trading business and to authorize the Board to issue new shares or transfer existing shares for variable pay plans or acquisitions. And additionally, as in previous years, we are presenting the remuneration report, which provides a transparent overview of the implementation of the remuneration policy in 2024 for the President and Group CEO and the Deputy Managing Director, and we are asking the AGM as normal to approve the report through an advisory vote.

The total remuneration of the President and Group CEO positively correlates with Nordea’s strong financial performance since 2020. Nordea has continuously outperformed its targets, and in the past 2 years, has delivered a return on equity well above 15%. With that, on behalf of the Board, I hope on behalf of all of you, I would like to extend our warm thanks to Frank, his leadership team and all of Nordea’s 30,000 employees for their great work and achievements that make this possible.

Dear shareholders, today, we are not proposing any changes to the composition of the Board. All current members are standing for reelection. For my part, I am strongly committed to serving and fulfilling my duties as Chair, and I’m standing for reelection. And before handing over to the Chair of the meeting, I would like to present my Board colleagues to you, and I would like to ask each of them to very briefly stand up, as I say their name so you can see who to talk to afterwards if you want to. So first, down here, Petroban Herkin; and second, John [indiscernible]; then [indiscernible]; Lars [indiscernible]; Lena [indiscernible]; [indiscernible] Strawberry; Younus [indiscernible]; Aria Thalma; [indiscernible]. And I also present the employee-elected Board members, Johanna Koskigan; Gerhard Olson, Jurgen Lundquist; and Deputy Member Casper, Scollard Peterson. And of course, on the podium, we also have the President and Group CEO, Frank Vang-Jensen. Once again, welcome to the Annual General Meeting now officially declared open. And I propose that attorney at law, [indiscernible] acts as the Chair of the AGM.

Thank you. Thank you, sir, Stephen Hester. Good afternoon. [Foreign Language]. I thank you for your trust. I would also like to welcome everyone to the meeting. My name is [indiscernible], and I would like to call upon [indiscernible] to be the Secretary of the meeting. The company has published an organizational document concerning the procedures followed at Items 1 through 5 of the Annual General Meeting, and the document was attached to the notice of the meeting and is part of the meeting materials.

And I will not go through the practical procedures described in the document, but they will be complemented if the relevant information was not available before the meeting. And I would like to point out that shareholders have the right to speak in the aforementioned items.

Any voting will be conducted electronically with the help of smartphones through the [indiscernible] voting side and/or with voting slips, if necessary. And as [indiscernible] mentioned, it is possible to follow the Annual General Meeting in real time via an open webcast on the Nordea website. Questions for the Q&A session to be held with the top management can be sent before and during the webcast during the chat function. And the Q&A session will be organized after the CEO’s review.

The meeting will be conducted mainly in Swedish and partly in Finnish an English. Questions can be asked in all of these languages. And so it is possible to ask questions in Swedish, English and Finnish. When you wish to speak, please wait for the microphone and start by stating your name and the name of the shareholder you may be representing as well as the number of your voting slip.

And it is not allowed to record — video record the meeting for — and photography is also forbidden.

And if necessary, I will give you additional instructions that we can conduct the meeting efficiently, noting that there are many topics and many people in the meeting. And please avoid repetition when asking the questions. [Foreign Language] And the Chairman is now repeating the same instructions in the Finnish.

[indiscernible], after the meeting has been opened, please return your voting slip to the meeting officials at the door. And as Thomas [indiscernible] said, in addition to the open webcast, shareholders who were registered in Nordea’s list of shareholders on the record date of the Annual General Meeting have been able to register for a webcast, through which they can ask orally during the Q&A session at agenda Item 6. And we also have an unofficial survey in which you can participate with your mobile device in this room and further instructions will be given when it’s time for that survey.

Then we will move on to Item 3, election of persons to scrutinize the minutes and to supervise the counting of votes. I assume it is acceptable that as stated in the organizational document, [indiscernible], will scrutinize the studies minutes and Robert [indiscernible] and Medina [indiscernible] will supervise the casino votes. Are they present, and are you willing to take on these roles? Everyone is present and is not in their approval, so we have elected them according to the proposal.

Number four, recording the legality of the meeting. The procedure of convening the meeting is described in the organizational document. My understanding is that the meeting has been convened according to the requirements of the law and the Articles of Association. Are there any comments recording to convening of the meeting? Adopted.

Then we are at Item 5, recording the attendance at the meeting and adoption of the list of votes. As the meeting started, overall 4,564 shareholders were presented at the meeting either in person or through a proxy or through advanced votes, and they represent a total of 2,058,051,586 shares and votes. And the shares and votes were presented at the meeting correspond to approximately 59.2% of all the shares and votes in Nordea. All Board members and deputy members, the group CEO, the company auditor, who is also the company’s sustainability, reporting assure, top management and other staff are present at the meeting.

In addition, the meeting can also be observed via a webcast. I trust that the AGM approves this. The list of votes is adopted.

Shareholders had an opportunity to vote in advance on Items 7 to 4 of the agenda. The result of the advanced votes, including voting instructions received from shareholders prior to the meeting will be shown on the screens in the meeting room before making a decision in each agenda item. And since we had over 2 billion votes represented here that corresponds to approximately 99% of all advanced votes, so those were the votes that supported the proposals made. So the proposals made by the Nomination Board are supported by the majority of the votes cast already in advance. But that does not apply to Item 24 on the agenda, that is the shareholder proposal. But let’s get back to that when we are there.

But let’s move on to Item #6, presentation of the annual accounts, the report of the Board of Directors, including the sustainability report, the auditor’s report and the assurance report on the sustainability report for the year 2024.

Next, we have Frank Vang-Jensen, President and Group CEO, giving us an overview of the company’s operations for the previous financial period. And after that, I will present the auditor’s report on the annual accounts and the assurance report on the sustainability report. And then I will give the floor to Thomas [indiscernible] to conduct the Q&A session with the company management. So the Q&A session will start with the unofficial poll. Mentioned earlier. The group CEO and the Chair of the Board will be joined on the stage by [indiscernible], Head of Personal Banking; and Nina Agila, the Head of Business Banking. Shareholders may then ask them questions. And it was also possible to submit questions in advance, and it is possible to send in questions during the meeting through the webcast.

And I would like to point out that only the questions put forth by shareholders or the representatives in this room constitute questions according to the Finnish Companies Act. And only shareholders may ask questions here. We will try to go through as many of the questions sent in advance through the webcast as we can.

Mr. President and CEO, over to you.

Dear shareholders, good afternoon. Resilient, highly profitable, growing and predictable, this is how I would describe Nordea today after another strong performance in 2024. Our clear strategy, investments and focused execution are delivering real results despite the uncertain operating environment. The past year has further reminded us how unpredictable the world can be. In the Nordics, we are fortunate to live in stable and prosperous societies, even so our own economies are not immune to uncertainty. Geopolitical tensions are now part of our everyday reality. The good news is that inflation has eased, and, together with lower interest rates, this has provided some welcome relief to households and businesses. As our Chair, Sir, Stephen noted, economic activity in the Nordics has also shown signs of picking up. At Nordea, we have stayed focused on what matters most, delivering on our priorities and fulfilling our role as a strong and resilient partner for customers, shareholders and the wider communities we serve.

Much of Nordea’s strength and resilience today is built on the foundation we started laying in 2019. It is clear our plan is working. Supported by our strategic investments, we have grown the business. We have created sustainable efficiencies, and we have significantly improved customer experience with customer satisfaction up across the board. Nordea has also made great strides in Sweden, where 5 years ago, we launched a strategic initiative to strengthen our market position. Our market shares have grown. And in December 2024, we were named Sweden’s Bank of the Year by a leading national financial publication for the first time. These developments show we are making the right investments, especially in our digital services, where we are today, a recognized European leader. The progress is encouraging, although our work is far from done. Our focus remains on continuously improving and delivering the best experiences for our customers. In recent years, our financial performance has strengthened considerably as was again evident in 2024. At 16.7% full year return on equity was well above our target of 15% for the second year in a row. Total income grew by 3% to EUR 12.1 billion, while operating profit increased by 3% to EUR 6.5 billion.

Throughout 2024, our customers are focused on building their financial security, leading to strong demand for our savings and investment products despite volumes rose by 6% year-on-year with retail up 6% and corporate up 8%. Mortgage lending volumes grew by 6% year-on-year and there were signs that the Nordic housing markets were starting to recover after a few slow years. High demand for loan promises was one indication of this trend.

In Norway, we completed our acquisition of Danske Bank’s Norwegian Personal Customer and Private Banking business. This important step strengthened our position in the market that brings new opportunities to serve our customers with our broad offering. It also demonstrates our proven ability to successfully integrate larger scale businesses. In recent years, we have met several Nordic bolt-on acquisitions to help accelerate our growth. Our primary focus is to grow organically, but we will also continue to target bolt-on opportunities.

During 2024, the corporate markets were somewhat subdued. However, we performed well, increasing our market shares in key segments. Our corporate lending rise 1% year-on-year. Our wealth management business also had a strong year. We welcomed thousands more customers, reinforcing our outstanding as a leading Nordic savings and investment platform. This helped drive a strong positive net flow of EUR 8.1 billion, while our assets under management grew to EUR 422 billion. To support our strategy, we’re focused on 2 key levers that are critical to long-term success. They are to be a digital leader in our industry and to integrate sustainability into the core of our business.

Digital technologies are key to providing outstanding banking services. During 2024, we continued to develop our digital services, making numerous improvements and introducing new features in our mobile app and online bank. Our digital services are seeing strong growth, while more than 5 million customers now are banking with us digitally. That’s 25% more than 3 years ago.

Today, our leading position in digital technology is well recognized in external benchmarks. For example, Nordea was named Best Bank in several categories in Global Finance since 2024 Digital Bank Awards, including the award for Best Consumer Digital Bank in Western Europe.

We’ve also continued to invest in technology, data and AI, and another key areas to support growth, drive efficiency and further improve customer experience. As we invest, we are looking to build scale advantages as the only true pan Nordic Financial Services group. We see opportunities to simply — to simplify our offering and processes. Cybersecurity remains a key focus for us. As Nordic societies are facing increasing and more sophisticated cyber threats, including attacks designed to disrupt online services and create uncertainty. Last year, we experienced the most aggressive attacks we have ever seen. We have further strengthened our systems to ensure we are even more resilient. To keep our customers safe, we also further developed our financial crime and fraud prevention capabilities. Tackling fraud is also raising awareness, and we have been very active in offering customer — sorry, costuming advice on how to avoid being scanned. Both fraud cases and fraud losses fell in 2024.

On the second key lever, sustainability, we kept up the strong momentum. Changing political currents are creating more challenging conditions for climate and environmental investments. However, we remain committed to supporting our customers in the societal transition. Our ambition to be net zero by 2050 remains in focus. And we have — and we are taking tangible steps to get there. For example, carbon emissions from our lending have so far fallen by 36% since 2019, putting us on track to achieve our goal of a 40% to 50% reduction by 2030. We will work pragmatically with our customers to help them balance their sustainability commitments and manage climate risks in the new political environment.

As a financial institution, we are very aware that our impacts intend extends well beyond climate action. In 2024, we kept up our strong support for entrepreneurship through both our business activities and community engagement. We also continued our long-running programs to help children and adults develop their financial skills, efforts that are making a real difference in our communities. We are committed to being a responsible and transparent taxpayer and had a total tax footprint of EUR 5.6 billion in 2024, among the largest of any Nordic company.

As an employer, we took more steps towards an even more inclusive workspace, including further reducing the pay gap between men and women, and increasingly, the number of women in senior leadership positions. Put simply, being done worse helps us drive better results.

Our business model reinforces our position as a safe and trusted partner for our customers. We are well diversified, balancing income and lending across sectors in our 4 markets with a prudent credit policy. Even in last year’s challenging economic environment, loan losses stayed low and below the long-term average. Our capital generation remains strong. At the end of 2024, our CET1 ratio stood at 50.8%, which is 2.2 percentage points above the current regulatory requirements. Dear shareholders, 2024, all in all, was a not a strong year for Nordea. I’m grateful to you and our customers for the trust you have placed in us this past year. I would also like to thank our employees for their hard work and their dedication. Finally, I extend my thanks to Sir, Stephen and the Board of Directors for their counsel and collaboration.

We have entered 2025 as one of the top-performing universal banks in Europe. We are targeting further strong financial performance and expect our full year return on equity to stay above 15%. 2025 is in — is the final year in our current strategy period. Later this year at our Capital Markets Day, we will, therefore, provide an update on our strategy for the next phase 2026 and beyond. This will be our plan to take Nordea to the next level, where we turn our unique Nordic scale into a clear competitive advantage, one that enable us to deliver the best customer experiences and one that is an engine for growth, cost efficiency and long-term value creation.

Looking at around us, we see continued global uncertainty. However, Nordea is in a strong position as a leading financial services group in one of the best places in the world to do business. Our region is characterized to by resilience, innovation and opportunity, and we are proud to play a part in its success. This is our mindset pump yet determined to help our customers realize the dreams and aspirations to delay market leading returns for shareholders and to contribute to Nordic prosperity. Thank you. [indiscernible].

Thank you. [Interpreted] Before moving on to the question-and-answer session, I will present the auditor’s report and the insurance report on the sustainability statement. The company’s auditor, PricewaterhouseCoopers [indiscernible], with authorized public accountant as the responsible auditor has drafted the auditor’s report for 2024, which is included in the annual report and the auditor’s opinion on the financial period is a so-called clean opinion. You can now see it on the screens.

PricewaterhouseCoopers LY has also functioned as the company’s sustainability reporting Assure with [indiscernible] as the responsible sustainability reporting auditor their assurance report. On the sustainability statement for the financial period in 2024 is included in the annual report. The sustainability reporting insurer has issued a so-called clean opinion on the financial period that you can also see on the screen. So claim reports for both the audit and the assurance of sustainability reporting.

Now we will move on to the Q&A session, and you may now take the floor on the annual accounts and the auditor’s report. Thomas Forsell will facilitate the session and start with a brief start online, then we will take comments on actual questions from participants in this room in accordance with a Limited Liability Company Act before returning to the online participants. Thomas, the the floor is yours.

Thank you, Riko, and we will continue the Q&A session now in English. First, I would also like to welcome to the stage, [indiscernible], Head Business Banking; and Sara Mella, Head of Personal Banking. Welcome. Before we start with your questions, it’s now time for our poll. Here in the audience, you can now log into the poll with your smartphones. Please use the camera on your phone to scan the QR code you have received at the door. All preregistered webcast participants can find the poll at the bottom left of your screen. Once you have entered the site, please tell us a little more about your expectations for today’s meeting.

The poll question today is, what aspects of the AGM, Annual General Meeting, are you most interested in? Is it, a, financial results and strategy; b, governance and board matters; or c, sustainability and ESG topics? As mentioned earlier, if needed, we have assistance available here in the room to help with the poll.

It seems we already have results coming in, and thank you for your active participation.

I believe the result already here is clear enough for us to continue strength. It seems our shareholders are most interested today to hear about financial results and strategy. Do you find that surprising?

I think it’s all the important and very interesting questions. But of course, if you simplify it, you could say that financial results and strategy is about what we do and then the outcome of it, the operational part. So it actually captures it all. So I do understand why that ends up as a clear winner as it looks like.

Very good. Let’s continue now with few questions that we’ve received from the webcast, Frank. I’ll follow up when would you also continuing on your speech. As you said, Nordea had a strong year in 2024. But now we are in a very different environment. Interest rates have come down, and as mentioned, geopolitical uncertainty remains very high. How do these factors impact Nordea?

Nordea is very strong, very stable, very predictable. So we are firm in our sort of like strategy execution and also how we navigate through this. So we are confident and long term. But of course, what it does is the uncertainty in the world creates, of course, some hesitation among customers. People, corporates are concerned. And the confidence in the future right now is lower than it has been, and that leads to less activity in societies. And that’s unfortunate because that is what we need in the Nordics, but of course, also in Europe, that is more activity. We need activity to fuel the investments that we need to do in the future. But let’s see. So if things goes up and goes down right now, there is a lot of uncertainty.

Thank you, Frank. So Stephen, we have 1 question from the webcast from you as well. There’s a few people asking this. Why is Nordea continuing its share buyback programs instead of paying extra dividends?

Put simply, and thank you for the question. Put simply, we are balancing the interests of different shareholders. We have some shareholders whose priority and their returns is to receive regular dividend income. And we have some shareholders who are prioritizing capital growth and would like distributions in the form of share buybacks. And so we have to balance the interest of both groups of shareholders, and so we do both. And the second part is that we try to be reliable in our dividend payments so that people can plan. But of course, there are elements of our business that are not the same every year. Sometimes, we need money to invest in growth of the business, sometimes to make an acquisition. Sometimes we need less money for these purposes. And so the amount that is available for share buybacks is an easier tool to move up and down to satisfy the different needs of the business in different years than to have the same movement up and down with our dividend. So those are really the 2 reasons for the mixed policy that we have and that we plan to continue.

Thank you. And let’s continue now with the questions from the audience. [indiscernible], please?

[Interpreted] At this point, I would like to open the discussion in the room. Please raise your hand and ask for the floor. The lights are rather bright. It’s difficult to see. I see a hand up. Please wait for the microphone and state your name and the number of your voting slip before you start. The floor is yours.

[indiscernible] my voting slip number is 216. I would like to ask whether Nordea has any restrictions concerning the defense industry know that we are living in disruptive times in European security. A lot of institutional investors and other investors to have changed their policies because defense industry used to be a forbidden territory for investors, but there have been changes to this. What’s Nordea’s policy on this?

And the second question the amount of regulation has been increasing in banking all the time and it has slowed down the business. Has it been causing any effects for Nordea? And then the increasing costs related to increasing regulation.

I’ll take the first bit, and then I’ll ask Frank to take the second bit. The — it’s a very topical question on defense lending. And I’m afraid the answer is that our policy is being reviewed in the light of the geopolitical changes. So we do have some restrictions, not full restrictions, but some restrictions on certain kinds of defense lending and defense investment. We’re reviewing those in the light of the current threat environment and see are they still the right ones? Do they need to be tweaked in some way? And so I don’t have a final position for you. But we will continue to use, as our basic philosophy, number one, that we want to be a responsible and sustainable bank, supporting the mainstream of our customers and the Nordic societies.

And so if something sits in the mainstream of what our customers and Nordic societies need, we are likely to support it. If it sits outside, that’s somehow in an extreme, we are unlikely to support it. So that’s the general principle. But of course, with such change in the world around us, we need to make sure that, that principle is applying to new circumstances, and we’re currently just checking to see whether we need to make any adjustments.

So on the regulatory side, it has been a long journey, and I think that we should not fool ourselves that the societies, the environment will continue to change and so will regulation. So I think the question is about, can we make regulation more effective and less bureaucratic and easier to apply then I think it will be helpful for the societies. I’m a strong believer in strong, predictable regulation. That’s how we can plan, and that is how we can manage this in our processes. The problem has been that post the financial crisis — the global financial crisis, Europe has implemented a very large load of new regulations to ensure that we could never ever happen — end up in such a situation again. And that, of course, has been a very, very big task for the financial services industry and especially banks to implement. I would hope that it has now peaked, and I would hope that the narrative and the understanding in Europe that about we need to be more competitive, we need to focus on what do we really not need to do and what can we do differently, still ensuring high quality and low risk, I would hope that, that is getting reviewed at the moment. But let’s see. I hope that answers your question?

Thank you very much. [Interpreted] Any other questions from the room? In the front, please?

Yes, please.

[indiscernible] Slip #6. Some companies form an understanding of the market value of their company by only buying back their shares when the share price is below a certain level. And when it goes above that level, they refrain from share buybacks. I assume Nordea has a lot of expertise in determining the market value. What are your thoughts on this?

Thank you very much for that question, and it shows that you are, of course, yourself in in some way, having expertise in this area. There are different views on when to conduct share buybacks. There isn’t one absolutely correct view. The view that we take at Nordea is that we are not trying to guess what the market will do to our share price from one moment to another. Sometimes, it moves according to things that we have done, and sometimes it moves according to things in the outside world that we do not control and sometimes do not predict. And so, for us, share buybacks are a way of giving back to shareholders money that we are not using. They are not a way of second guessing what our share price will be in the future. And so we are not trying to guess the market. We are simply saying, here is money that we’re not using, it is better for you to use it when we don’t have a good use, here it is and you can decide what to do with it. And that’s our philosophy, but I recognize there are other people who take different views, but that’s how we do it.

Thank you very much. [Interpreted] Any other questions, any requests for the floor in the room? Yes, please.

I am a student. I study climate change, and my voting ticket number is 1809. And I should have been in Africa right now, more specifically in Kampala, Uganda, but I’m not, I’m here. So what does Uganda have to do with you? What does Mozambique, Nigeria, Norway, Tanzania have to do with Nordea? These are all the sacrifice zones of the fossil fuel companies that you last year, poured EUR 1.2 billion into. And I’ve come here to remind you because it seems like you tend to forget and have come to inquire why you keep pouring money into the companies that drive the climate change?

To make it easy for you, I will focus on just 1 of the 60 fossil fuel companies that you invest and loan money through. That is the French oil company to Total Energies. So Total is a dangerous company. And I can say that with the utmost certainty because I’ve seen it myself. I went to Uganda to investigate the new mega oil project called the East African Crude Oil Pipeline, also shortened ECOP. So ECOP is planned to be an oil pipeline of 1,443 kilometers. That’s going to take oil from Uganda, take it through Tanzania and export it to a country like ours, all the countries that you are doing banking in. And the project is far from done, but it’s already created devastating consequences. And I want you to meet 5 people who couldn’t be here today. So meet Marianne, a woman who experienced that Total, one day showed up unannounced at her property and cut down her fruit trees to put electricity poles because they needed electricity for the camp where they store the pipes. She calls the polls the danger hazards because that’s the only sign that total left after having cut down her income source. I want you to meet Margaret and Dyson, parents who’ve lost a daughter to — she was trampled down by an elephant who had run away from the park where Total Energy is doing oil drilling. You see elephants they notice noise and they noticed lights. So when Total’s oil rigs are lighting off at night, elephants, they run, and they destroy everything that comes in their way. Also Bridget, who died at an age of 22. And lastly, I want you to meet [indiscernible]. He’s a university student like me, and he’s a climate activist, and he’s been in prison 4 times, totaling an amount of 66 days for peacefully protesting against ECOP. He cannot move outside. He’s restricted his movements outside. He can’t walk freely on the street. And him and his friends, they have to call each other daily to make sure that no one has gone missing. They receive anonymous threats of torture and abductions. If he was doing what I’m doing right now and went home, within a matter of hours, he would risk being picked up by a car without a license plate and being taken to a place where you’d be beaten, tortured and potentially killed. All of that just for protesting an oil project in his country.

So as you see, Total is a dangerous company. And Total is just one company. I could have found similar track records for the rest of the 59 oil and gas companies that Nordea is investing in.

Excuse me, could we come…

I will thank you for the question. You choose to support them with investments and loans. You collaborate with these companies, you make their activities possible. For Total Energies, you co-own a part of that company. You let them do the dirty work and then you earn money, the money you just presented that everyone earns on what they’re doing You earn money on those cut down fruit trees. You earn money on Bridgets who died, and you earn money on [indiscernible] being sent to prison. I know you won’t admit this. I know when you answer the question in a minute that you want to say that you’re trying to influence Total. But no one has ever managed to change any of these fossil fuel companies around. We’ve been waiting for years. We’ve been waiting for decades. So I’m asking you not to answer that, not to be naive that this will be Nordea that will one day change this. And that is because Total is a dangerous company. They do not answer to please or provide suggestions. They answer to power, and you have the power to stop fueling their madness right now. And I think it’s high time that you start using it by saying that you will not invest and you will not loan money to fossil fuel companies that are expanding their production of oil, gas and coal. Total is a dangerous company, but Nordea doesn’t have to be.

So if I haven’t convinced you, I want to ask you what more will it take for you to stop investing and loaning money to fossil fuel companies like Total Energies. Thank you.

Let me answer you, if I may. And of course, there is also, similar to your question, an agenda item later on the agenda indeed, a motion on which people have voted and can vote. First of all, may I thank you for coming here to the AGM. As you say, it’s good that in our societies, we can have a dialogue like this, which not all societies allow. And we appreciate and indeed deeply sympathize with your passion and your point of view. In fact, we agree that the world needs to transition as fast as it is able to, to a low carbon future. And we believe that the societies that we support are amongst the most advanced in doing that, namely the Nordic countries and the people who are here in this hall and who are our shareholders and our customers.

And like — and we support their attitudes and we echo their attitudes. We want the transition to happen. And I think as a result of that, we are amongst the world’s foremost banks in the progress we’ve made in our own operations to reducing emissions, both ourselves and through our lending portfolios. And we are well on the way to the targets that have been set and indeed, as you probably know, have made commitments in that regard to various banking alliances and other long-term targets. So fundamentally, we agree. There are some areas though, that we don’t completely agree or we don’t agree. We might agree with the direction, but not with every aspect of the tactics. I’m afraid I’m not at liberty to talk about individual customers any more than you would want me to talk about any other individual customer here. What I will say though is that we try to be very selective in the energy companies that we support. We are overwhelmingly focused on their activities in the Nordics. And of course, Norway is by far the center of that.

And when we think about the needs of Nordic societies, it’s very clear that we — that the society itself is balancing the path to net zero with the destination. We all know that if we don’t get to the destination, there are bad things that happened to the world, not just the world in Africa, but elsewhere. But we also know that if we approach it in the wrong way, there are bad things that happen to societies today and that could not have been better illustrated than with the terrible problems with Russia and Ukraine and the dependency that Europe had on oil and gas from Russia. And I can tell you that there are very, very, very many people who have died and are dying where that dependency enriched one party who is now using the monies from their original gas exports. So I know, in the interim, I would much rather our society is used Norwegian oil and gas than Russian oil and gas.

And so, in reality, a balance has to be struck. Philosophically, we support the direction. But we do not think that Nordea is a government. We do not think it is our job to set the laws of the land to tell people how they must operate and how they must behave. If we, as societies want to take a different path, we are all live in a democracy in this room. In the Nordic, they are all democracies. We can influence our government. If we are in a majority, our governments can change laws, can change rules and can change the rules in this example of the Norwegian oil and gas industry. And we, as Nordea, will wholeheartedly support the direction our societies take. But our job is to support our customers, it is not to be their lawmaker. And so that’s why we tactically balance these things a bit different than you. We don’t believe in shutting down the agriculture industry in Denmark. We don’t believe in shutting down the oil and gas industry in Norway. We do believe in encouraging all carbon-using or generating industries to transition and the societies with them.

So we share your passion. We share your desire for action. We are in the forefront of that action, but I’m afraid we can’t share the precise detail that you so passionately argue for, even though we respect your view.

Thank you very much.

Could I five a data point here. So thank you for your speech, and I hope that you understand where we are on this. We were determined. And I just want to say to clarify there are some data points where you are wrong. And it’s just be helpful. So we have reduced the emission from lending to oil and gas by 92% since 2019, 92%. We have a handful of customers left. They are the ones that our Chair is talking about To talk about responsibility. The other one is our investments. Nordea is not investing. We don’t have own money investing into any African or — companies, similar companies. By the way, we are not investing in companies, but we are offering products that our customers choose to invest. And that means when, for example, you choose a sustainable product, which is 2/3 of Nordea’s products, then you will get a selection of products where you have — where we have excluded certain companies. 2/3 of our products are offering that.

And when we ask customers what they want, 2/3 ask — or the 70% takes these products, 30% does not. They want a global index product. They want an American, North American product. They want an index product that cover euro or something. And as long as these fossil fuel companies are part of our economy, you will get that when you invest in an index product. That’s just how it is. And then it goes back to what we say. We cannot front-run our customers’ choice. We can help them with the solutions. And so far, we have come very, very far. 44% of the carbon impact from the investments our customers are doing is down now 44% to 2019, and we have a target of 40% to 50% by 2030. So we have come far. But we must get our customers and societies to invest in the sustainable linked products. And right now, not all are there, but they are getting there. So remember, 44% down since ’19. So we take it super serious. Thank you.

Are there any other questions from the room? Here in the middle.

On the sustainability report, it seems even PwC has not noticed that your sustainability report does not address the main thing regarding Nordea’s sustainability, which is that a growth-based economy based on ecological degradation and use of natural resources is inherently unsustainable.

Interest and dividends and growth is what drives the growth of the economy, which has not been decoupled out of use of natural resources. Therefore, I would like to ask how have you considered the fact that either economic growth has to decouple from ecological degradation or we have to move on to less growth reliant economy.

Thank you very much. Could I have the number of your voting ballot, please? I’m sorry, I didn’t catch it. Thank you very much.

Thank you very much. Obviously, since we’ve already had a long answer, I’ll give you a slightly shorter answer this time because otherwise, we’re duplicating too much. But number one, we do think that there are some linkages, which is why we go to such efforts to encourage the transition.

You’ve read our sustainability report, so you can see very, very many pages devoted to that activity. And Frank has just given some highlights. And so we agree it is desirable to find ways to grow that are less harsh on the environment, whether that be the carbon emission aspects or other aspects of the environment. We agree with you.

Clearly, if we insisted on an immediate cessation of any human activity that in any way burn carbon, the world would stop immediately. And so that’s not viable either. And what all of us are doing is trying to find the best path through those 2 extremes. We’re doing our best. But in the end, who you need to persuade is our customers, society and the democracies that we live in. We will be with you in making those arguments.

[indiscernible]

Which is why we — and because we have that’s why we take it so seriously, we sign up. We spend a lot of time with our customers on trying to persuade them, but we’re not the government. We’re not their bosses. The customers are our bosses. And so it has to be, from our point of view, persuasion, governments can make laws, we persuade. But we certainly take it seriously. Thank you.

Any other questions from the room? Follow-up on that –follow-up question.

Yes, it’s a follow-up question. So I’m hearing you say that you don’t have a responsibility. It’s the government, it’s your customers, but you are running a multiyear enterprise. So I will also give some responsibility to you. And you have the responsibility of the company’s policies. So you’re saying that you can’t do anything else. You have to keep putting money in these fossil fuel companies that are burning down my future. But Danske Bank, which is another big, big, big bank in one of the Nordic countries, my home country, Denmark, have done something else.

So I was also standing at their AGM asking them the same question, and they were responding somewhat the same as you were. But then a year later, they made a new fossil fuel policy that actually excludes more than 90% of all possible fossil fuel investments and loans that they had before. You could do the same thing with a policy like that. So why don’t you choose to do a policy where you actually have that power?

And again, sorry not to prolong this too much, but thank you for the point of view, and it’s a well argued point. And you’re absolutely right that as a company, we have to have policies and we have to make judgments, and we don’t shy away from that.

Our policy, we have many aspects of it, but our basic policy is we are the biggest bank in the Nordics. We serve the largest number of customers, corporate and individuals of any bank in the Nordics. And our policy is to support our customers in the main. Of course, there are exceptions at the extreme, but that is our policy.

And if our customers don’t want something, we won’t do it. But if society as a whole wants something, it’s very hard for us to say we are now the government, and we are going to refuse even though all of the governments agree. We are different than Danske Bank in one other aspect.

And that is to say we are one of the 2 biggest banks in Norway. which is, of course, the main source of oil and gas production in the Nordics. It is not viable to serve our customers in Norway whilst rejecting investment in the biggest aspect of their economy. It’s not viable. Danske Bank doesn’t have that position. We do have that position.

And so we think there are some nuances that are different. But our basic position is we are supporting the transition. We have reduced the emissions for ourselves and our customer lending by vast amounts. We intend to continue to do that and to make the case to do that. But we also want to do it in a way that balances the ability of our customers to transition.

And that it cannot happen immediately. And you can see with all of the political noise going around the world, people need time to adjust, economies need time to adjust. And there is an imperfect balancing act in this. Are we certain we’ve got it right? Of course, no one can be certain, but our first duty is to our customers. That is our first duty.

Caroline, if I may ask — add some further facts to your question, and thank you for raising this very important topic where we fully agree with you. We are a shareholder in this company that you mentioned. And you must also know that we share totally your views about that conduct.

And maybe you also are aware that we are in active dialogue, both with the company themselves, but also with the Ugandan activists who are opposing the project. And maybe you have also seen that in the latest AGM that Total had, we, as a shareholder, we voted against some of their core proposals.

So therefore, we are not trying to influence, but we are really doing efforts and impact to change the way. And we have many very good examples of similar cases where we have been able to impact the methane emissions of big oil companies, for example. And that, in our view, is the best way to impact by active ownership.

But then, of course, there are other ways also if that does not bring the desired outcomes. And of course, this is something that we are, at the moment, contemplating and also in active dialogue, both with the activists and with the company. So fully sharing your view here.

Are there any other questions from the shareholders, people who have not been given the floor yet? Here in the middle, go ahead.

My name is Raunober. 332 is the number of my voting slip. I’m embarrassed to ask such a simple question after such witty arguments. But why are the Nordea? Why is the coffee service at Nordea AGM the worst of all AGMs in Finland? And could you please do something about this in the future?

I tried to calculate how much you have spent. So if you invested EUR 10 more for these 600 people, how much would you suffer? But that was quite amount of zeros. So my proposal is, please improve the coffee service at the meeting. Thank you.

Any other questions? Here on the left.

Kimoallila, 385. A short question. The regulation tsunami has been a problem for all the banks in Europe. And due to that during the past 10 years or more, we have seen the emergence of the so-called gray banking market. So we have private lending being offered without the status of a bank. Is that a threat to Nordea? Do you see that as a threat for Nordea or the rest of the banking sector?

Banks without a banking status?

Yes. Thank you for the question. And of course, it’s a very interesting question. I think we — and the question is about the regulation has increased significantly and banks are regulated in what they’re doing, but also they are asked to hold a lot of capital.

What happens if other sort of nonregulated industries or parts of the size of institutions, let’s call it that, are allowed to basically do the same service more or less without any regulation or at least very much soft regulation. Is that a problem? That’s basically the essence of your question as I heard.

And I would say — we are used to face challenges. I think we have become good at it. But of course, there is a reason for why the payment industry has been growing outside the banking industry. There is a reason for why the private equity market arrived. There is a reason for why private equity — private credit now starts to be increasingly used in Europe and not only in U.S. and there could be other areas as well. So we are very much aware of it.

We want level playing field. We believe in strong regulation, but it needs to be level equal living play for all delivering more or less the same service. That is not the case today in Europe. But we will manage it, right, as we have managed other challenges. But on a 50-year perspective, of course, it’s not healthy because we will have a financial service industry that are not regulated as it is today because these ones are popping up all over.

Are there any further questions from the room? Yes, please.

765 is my voting slip number. Nordea has been very cautious, perhaps overly cautious about real estate investments. Could it be possible to relax the rules on those? Could it have a positive impact on our societies?

Thank you for a very topical question. And I have to say that we haven’t been planning to change our policy in this respect. We have continued real estate financing in exactly the same way as earlier, and we welcome all new customers in the Nordics.

Any other questions? Yes, please.

My voting slip number 750, 51 and 52. One is that 2/3 of Nordea’s income comes from interest rates. And interest rates have declined quite quickly. Where can we actually get the organic growth in the future? And the other one is that in the U.S.A., they are reducing the regulation, including banking regulation quite fast. How big threat this is for Euro area Bank in general?

So thank you for the question. We should start with the interest rates. So we actually used to navigate in different interest rate regimes. What has been different this time is that we have been — we got used to 0 interest rates, even negative interest rates, which was not really helpful for the economies, I would say.

And I don’t hope we will end up there again because it creates a wrong understanding of risks and the cost of lending and so. And then quite fast, we reentered what we have basically most of us in this room experienced and grown up with positive rates.

Price of money exists. And then now when fighting inflation, it has come down. The rate has come down around 2.25-ish, 2.5 and that is what we have sort of like assessed to be where it should be when we planned for this year and also communicated that.

I think that it’s very difficult right now to assess where the interest rate will go. I think there will be no drama, and we are prepared and we have sort of like expected to see what we are seeing now on the levels. But the volatility and the trade tariffs and what is going on between U.S. and rest of the world, of course, can lead to a different outcome. But that will not come abruptly, I think.

So right now, I think we are ready to manage it, right? NII is planned to come down when you look at consensus. Fee income will slowly grow. And then it’s about being on top of the costs and the risks, then you will come out, I think, of the year pretty okay. Would you take the regulation?

Sure. Yes. Thank you for the second question on regulation and the difference between the U.S. and Europe. I think what I would say is this, Europe has a problem with economic growth and competitiveness. as a continent, we have not been growing and therefore, providing for the needs of our people at the pace that people want, which is why there is political uncertainty in almost every country in Europe.

And the U.S. has done a better job on growth. In some other areas, maybe not. But on growth, they have done a better job. And so I do think that Europe needs to wake up and with all due respect to our last question and smell the coffee, maybe not smell our coffee, but smell the coffee and try to work to have a more dynamic economy.

And that will mean in places, lighter touch regulation. We are the world’s experts on regulation. It would be better to be the world’s experts on productive economic growing activity.

But within that, I think banking regulation is only one piece of a much bigger and more complex puzzle. And while it is true that U.S. banks are regulated more likely than in Europe, while it is true that as a result, they contribute more to economic activity because they can grow more and they are valued more for their shareholders.

They are not directly competing with European banks across mainstream banking, retail and local commercial. And therefore, the direct impacts, for example, on Nordea of American competition are not so great. But the point still remains banks are creating more value for the American economy than European banks are in the European economy and regulation is a part of that puzzle. So you’re right, but I think it is a comment for the whole of the way Europe organizes itself, not just for the banking market.

Any other questions from the room? I don’t see any more hands up. So I conclude that the discussion for questions in the room is hereby closed, and we will take some more questions from the webcast.

One pending question in the queue, a verbal question from a shareholder. from the webcast. So let’s start with this verbal question. And as mentioned, please identify yourself first and then ask your question. Go ahead, it says here.

My name is Temi H, and I have a question about artificial intelligence. How Nordea using AI in practice to enhance customer experience and operational efficiency?

Yes. Artificial intelligence, that’s a very interesting and very exciting topic. We are constantly assessing the opportunities where we could use AI. And the past year has been very interesting as we have had many pilots ongoing all over in the group to test and to learn and to get experiences of that.

And right now, we are, as we speak, scaling some of those learnings all across in the group. A few examples that I could say where we see opportunities going forward and we are progressing is, for example, in our customer service in contact center, we are providing our service advisers AI assistance in terms of gathering, for example, very quickly data around the customer who is calling and therefore, the service adviser is quicker resolving the question that customer might have.

Another area where we see opportunities is in software development. So bringing also AI assistance to our coders makes the work more efficient. We have also very good learnings helping our experts in financial crime prevention to also make the work more efficient and fast. So just these a few examples where we are progressing. And we continue to assess and learn and also to plan to go forward with very cautious steps because we also want to manage the risks related to AI very carefully, but we see lots of opportunities also going forward.

Thank you, Sara. Let’s take one more question from the chat. Frank, I believe this is for you. One of the growth drivers you have mentioned is or are potential acquisitions in the Nordics. How long do you have space to expand in the region before there is need to expand further outside the Nordics?

I think we have — thank you for the question. I think we have quite a long time. It has taken us 205 years to come to where we are right now. The last 5 years, we have done in average acquisition each year. And then bolt-on is an acquisition within an area we already operate, but strengthen our either through sort of like products, customers, geography or expertise.

And this has been very successful actually and very helpful to our business. We would like to continue to do so. But as we all know, there needs to be too and sometimes it takes a bit of time, right? We believe that we can continue to grow, and we don’t see any upside getting outside or going outside the Nordics currently as that is not our backyard. We are very good at what we are doing within the Nordics. And then currently, we let Ozer do what they should be good at and are good at in their region.

Thank you, Frank. Let’s then take a last question from the chat as well. Frank, I believe you can take this first. And then, of course, Sara Helweg, please help out as well. Geopolitical changes are driving a need for investments, stronger investments for banking disaster recovery and resilience using, for example, technologies like cloud infrastructure. What is Nordea’s strategy in tackling this challenge?

Yes, but I think you could take it, right? It’s — I can start. So no, you’re right. It is increasing — the threat is high and the criminals are increasingly becoming more sophisticated, and they are also teaming up in different networks, which makes the power being very, very big. And that’s just a reality we live in. In order to safeguard our customers, shareholders, societies, we, of course, are investing heavily in this, and we are progressing very well.

But it’s nothing that stops. We just need to continuously improve. And we also need as societies to understand that we cannot fight this alone because it is attack, for example, cyber attacks, dealers attacks. The purpose by such one is to make disruption in the societies, create uncertainty, instability. And that can be power plants, it can be the health care, it can be the logistics, it can be the financial services industry, which is sometimes very often the payment systems and so.

So — and therefore, we need to team up authorities, corporates, financial service institutions and so — and we are doing so. So I think the — all the Nordic countries are increasingly improving and strengthening and we’ll keep doing so. Thank you. Anything to add?

No, just to add that a key thing for us, of course, is to keep our customers safe. And we’re investing in it. We’re constantly also learning on our part, and we have very strong defenses and strong actions that we have taken and will take going forward.

We’re now ready to wrap up the Q&A also from here. So Ilkka, please.

Thank you for participating in the Q&A, Sara and Thomas for sharing that. We will now move on to Item 7, adoption of the annual accounts. The company auditor supports the adoption of the annual accounts. The advanced votes and voting instructions can now be seen on the screens. Can we adopt the annual accounts? So the Annual General Meeting has adopted the annual accounts.

Then we are Item #8, resolution on the use of the profit shown in the annual accounts and related authorization of the Board of Directors. The Board’s proposal for the distribution of profit is on Page 94 of the annual report, and its main points are now on the screens.

And according to the annual accounts for the financial year, which ended on December 31, 2024, the company’s proposal is that the dividend be EUR 0.94 per share at maximum and the planned record date is the 24th of March and the payment date at the earliest the 31st of March. Are there any requests for the floor? I see somebody. The floor is yours.

Kimmoila,385. Step system for decision of the dividend. Why wouldn’t we agree it already now at the AGM?

So thank you. So what you’re alluding to just to be sure before you answer, that is that AGM approve and give the mandate to the Board and then the Board decide basically when to do it. Is that your question?

You could do it in once, but it allowed the Board in case of something happens during the year to navigate. And that’s why it’s more sort of like a practicality we have into the decision more than it is something that we expect to be used. So that’s why we have 2 sequences is to get flexibility in case needed. For example, back in the days when we got the COVID and we got sort of like strong impacts from regulators and others, then we need some sort of like system where we actually have the Board’s decision power as well. So that’s the intention. But I think you should not worry for your dividend.

Are there any other questions? If not, then the AGM has decided to authorize the Board to decide on the payment of the dividend. Then item #9, resolution to discharge the members of the Board and the President and Group CEO from liability. The discharge from liability concerns all persons who have acted as a Board member, Group CEO or Deputy Group CEO during the financial period, which ended on the 31st of December 2024.

So here, you can see the advanced votes. Are there any requests for the floor? So the discharge from liability is granted. Item #10, that is the advisory resolution on the adoption of the company’s remuneration report for governing bodies. The Board of Directors proposes to the Annual General Meeting that the company’s remuneration report for governing bodies for the year 2024 is adopted through an advisory resolution as per the Limited Liability Companies Act. Advanced votes and voting instructions can now be seen on the screens. Are there any requests for the floor? The Annual General Meeting has decided to adopt the company’s remuneration report for governing bodies through an advisory resolution.

That was Item 10. Moving on to Item #11. Next, we have Niko Pakalen, the Chair of the Shareholders’ Nomination Board, and he will present the Board’s proposals for items 11 to 13 and 18. And after that, they will be dealt with one by one. However, Item 18 will be dealt with when we get to that item. The Nomination Board’s proposals have been published on the company website. Mr. Pakalen, the floor is yours. Items 11 to 13 and 18.

Distinguished shareholders, my name is Niko Pakalen. I’m a partner in Seven Capital and the Chair of the Shareholders’ Nomination Board. I’m a partner at Seven Capital, and I chair the Shareholders’ Nomination Board. I’m delighted to be at the Annual General Meeting today and to be able to present to you the Nomination Board’s proposals prepared together with my colleagues, Lars Ingemann Nielsen from Nordea Fonden; Daniel Christianson from Elekta; Timo Salinen from Varma Mutual Pension Insurance Company; and Sir, Steven Hester, Chair of the Nordea Board.

We at the Nomination Board have thoroughly assessed the current Board composition and its work and consider the current Board to both have a suitable composition to meet the demands of the banking industry and strong knowledge and ties to the Nordic market.

We propose that the current 10 Board members be reelected for a new term with sir Stephen Hester being reelected as the Chair. In addition to these Board members, the employees of Nordea have separately elected 3 ordinary members and 1 deputy member. We have sought to ensure that the proposed Board of Directors as a whole has the best possible competence, expertise and experience for Nordea.

The proposed Board has extensive expertise in banking and financial markets, digitalization, the macroeconomy and many other relevant areas as well as a deep understanding of the Nordic markets. After a thorough assessment, we propose an increase of approximately 3% in the remuneration for the various Board member roles and with a slightly higher adjustment for the Vice Chair and Chair of the Board.

In making the proposal, we considered Board and Board chair compensation among European peers in the banking and financial sector as well as Nordic and European market practices. In addition, following the Finnish market practice among large listed companies, we propose that the meeting fee for Board committee and subcommittee meetings as well as customary cost coverage.

The proposal as a whole reflects the increased workload and complexity of work for Board professionals in the sector. We would like to emphasize the importance of Nordea remaining an attractive option for highly competent Board members that fulfill the regulatory requirements.

No remuneration is paid to the Board members employed by Nordea. We consider the remuneration proposal to be balanced in line with Nordic and European market practice and within the best interest of Nordea and its shareholders. In addition, we propose that the Annual General Meeting decide on the approval of the revised charter of the Shareholders’ Nomination Board.

We have proposed that the charter be revised to allow the Nomination Board more work to focus on the nomination process as well as to streamline its work. Thank you. I’ll now give the word back to the Chair of the meeting, Ilkka Ottoila.

Thank you. So let’s tackle these items one by one, starting with Item 11, resolution on the remuneration for the members of the Board of Directors. We now heard the proposals, and you can see the main points of the proposal up on the screens. And you can see also the advanced votes and voting instructions on the screens. Are there any requests for the floor on the remuneration of Board members? If not, then we will adopt the proposal.

Item 12, resolution on the number of members of the Board of Directors. We have the Shareholders’ Nomination Board’s proposal, and you can see the main points of the proposal up on the screens, and you can see the advanced votes and voting instructions there as well. Any requests for the floor on this item? Apparently not.

So let’s adopt the proposal. Moving on to Item 13, election of the members of the Board and the Chair of the Board. And according to the decision just taken by the AGM, we must now elect 10 Board members. The term of the Board members is 1 year, and the term begins at the AGM in which they are elected and expires at the end of the next Annual General Meeting following their election.

We have heard the Shareholders’ Nomination Board’s proposal, and you can see that up on the screens as well. And you can find more information on these persons and their background on the Nordea website. We have also employee representatives in the Board, 3 members elected by the employees and deputy member. We have Joanna Koskinen, Gerhard Olson, Jorgen Slundqvist and Deputy member, Kasper Skogardesen. These are elected by the employees.

And these Board members must meet the competence criteria. And here, you can see the advanced votes and voting instructions. Are there any requests for the floor on the election of Board members or Chair of the Board? We shall then adopt the proposal.

Then moving on to Item 14, resolution on the remuneration of the auditor. The Board proposes on recommendation of the Board Audit Committee that the remuneration of the auditor be paid against the company approved invoice. And advanced votes are up on the screens. Can we adopt the proposal?

So adopted. Moving on to Item 15, election of the auditor. And here, according to the Limited Liability Companies Act and the Credit Institutions Act at a public company and a credit institution, at least one auditor elected by the AGM must be an authorized public accountant or a firm of authorized public accountants, and the principal auditor must be an authorized public accountant.

We have the proposal here up on the screens, PricewaterhouseCoopers. The proposal is to elect them as the auditor and that Jukka Paunanen APA would act as the responsible auditor. Advanced votes can be seen on the screens now. Are there any requests for the floor? If not, the AGM has decided that PricewaterhouseCoopers continues as the auditor. Moving on to Item 16, resolution on the remuneration of the Sustainability Reporting Asure and here, we have the Board’s proposal and on the recommendation of the Board Audit Committee, the Board proposes that the remuneration of the sustainability reporting Assurer be paid according to an invoice approved by the company. Can we adopt this proposal and advanced votes are up on the screens. We adopt the proposal.

Then we have Item 17, election of the Sustainability Reporting Assurer. And here, the Board proposes on the recommendation of the Board Audit Committee that the authorized sustainability audit firm, PricewaterhouseCoopers Oy be reelected as the assure of the company’s sustainability reporting until the end of the next Annual General Meeting and that Jukka Paunonen would act as the responsible sustainability reporting auditor.

And here, you can see the advanced votes. No requests for the floor, so proposal adopted. Item 18, Niko Pakalen already spoke to this item. This is the resolution on the approval of the revised charter of the Shareholders’ Nomination Board. And the Nomination Board has made the proposal already presented to the AGM on the approval of the revised charter of the Shareholders’ Nomination Board. Are there any requests for the floor? We adopt the proposal.

Then moving on to Item #19. This is the first of 5 authorization items. These are exactly the same as last year. So the same authorizations were proposed last year and were granted. So first item #19, resolution on the authorization for the Board to decide on the issuance of special rights entitling to shares, i.e., convertibles in the company.

So same proposals were adopted a year ago. And the Chair is repeating the same information in Finnish now. Here, you can see the main points of the proposal on the screens. Nordea is required to satisfy certain capital requirements pursuant to EU and Finnish legislation. And within this legislative framework, capital instruments that absorb losses by converting into shares can be used to meet parts of the capital requirements.

So the authorization would be valid until the earlier of these 2 times, the end of the next AGM or 18 months from the resolution of the AGM of the company. So here are the advanced votes and any requests for the floor? If not, we adopt the proposal and grant the authorization.

Item 20. So 20 and 21, they are linked to the securities trading business performed by Nordea. That is part of the normal activities, normal business of Nordea. So this has to do with the repurchase of the company’s own shares. And first, we have Item 20. This is the repurchase of the company’s own shares. And then Item 21 is the resolution on the transfer of the company’s own shares in the securities trading business. Here, you have the main points of the proposal in Item 20. And then we could also show the main points of the proposal in Item 21.

So the proposal is that we grant the Board this authorization. So let’s take Item 21. Let’s look at the advanced votes. And are there any requests for the floor? If not, we grant the authorization to adopt the proposal. And then Item 21, are there any requests for the floor on this authorization, we grant this authorization as well to adopt the proposal.

Moving on to Item 22, resolution on the authorization for the Board to decide on the repurchase of the company’s own shares. And here, we can see the main points of the proposal up on the screens again. So 340 million shares in the company and that corresponds to approximately 9.7% of all the shares in the company on the date of this notice to the Annual General Meeting and the main points can be seen on the screens now.

So with this authorization, not more than 340 million shares may be repurchased to distribute excess capital and not more than 8 million shares may be repurchased to be used in the company’s variable pay plans. And this would cover the next 18 months and would not revoke the authorization given at the AGM on the 21st of March 2024. Here, you can see the advanced votes. Are there any requests for the floor? We can adopt this proposal.

Agenda Item 23, resolution on the authorization for the Board of Directors to decide on share issuances or transfers of the company’s own shares. The Chair is repeating the title of the agenda in Finnish. Here, we can see the main points on the screen. It is — it concerns not more than 30 million shares in the company, which corresponds to approximately 0.9% of all the shares in the company. And this is also concerns — the shares may be issued or transferred in proportion to the company’s shareholders, existing shareholders in the company or in deviation from the preemptive subscription right.

And this corresponds to last year’s corresponding authorization. Are there any requests for the floor? If not, we have adopted this proposal. Then we go to item 24, where we have the shareholder proposal for amendment of the company’s Articles of Association. Nordea has received a shareholder proposal pursuant to the Finnish Limited Liability Companies Act from the Shareholders Swedish Society for Nature Conservation and Action Denmark. They propose that the company’s Articles of Association be amended by adding new Articles 4 and 5.

The proposed amendments are shown on the screens now, and they are also available on the company website and are included in the meeting materials. The Board of Directors, which has justified its opinion in the notice of the meeting does not recommend adoption of the proposed amendments to the Articles of Association.

We can see the advanced votes and vote against instructions on the screen, and we know that the final results is already clear. The shareholders have resolved not to adopt this proposal. Are there any requests for the floor? I have understood that we have a representative from — of those shareholders who have made this proposal. So I will first give the floor to them if I can have the microphone to them.

Shareholders has asked to comment on the proposal. While I note that we have used quite a bit of time from the Q&A already on these topics, I would kindly ask you to focus on topics that have not yet been covered, but you’re welcome to present the proposal.

Thank you. My voting ticket number is 3425, and I’m representing actually Denmark M family. My name is Christine. Global temperatures are rising around us. Climate change and ecosystem collapses are threatening humans and economies and intensifying human injustice. Restoring the health of our planet and reversing the trend requires collective action from businesses, from governments, from communities and from all of us.

This is not just my opening remarks. It also serves as the introduction to Nordea’s video titled Nordea for a Better Tomorrow. In this video, Nordea’s CEO, Frank Vang-Jensen, underscores the critical role that the bank plays in driving the green transition as a leading financial service provider in the Nordic region. He states in the video, and I quote now. We have a unique opportunity to drive the change using our size and strength as a force for good. I agree. Fossil fuels are the main driver of climate change, responsible for 75% of global greenhouse gas emissions. And science is crystal clear. In a Paris-aligned world, there is no room for new oil and gas fields, new coal mines, mine extensions or new coal power plants.

Accordingly, any company engaged in such expansions, including the financial institutions supporting them cannot be considered aligned with the Paris Agreement, cannot be considered a forest for good. Surely, a forest for good would not finance ATBP, a company developing new fossil fuel infrastructure to vastly expand its oil and gas production, a company leading the exploration in the vulnerable ecosystem of the Arctic region, a company actively lobbying for oil tax reductions, a company not showing any signs of transitioning with a 100% share of revenues in fossil fuels, yet financing ATBP is exactly what Nordea does.

A Force for Good would not use the energy crisis that followed Russia’s invasion of Ukraine to justify new large-scale fossil fuel infrastructure, infrastructure, which, by the way, would do nothing to improve energy security this decade. Accordingly, the International Energy Agency has explicitly stated that new fossil fuel infrastructure despite the energy crisis is unjustifiable. Yet justifying its fossil fuel finance by Russia’s invasion is exactly what Nordea does. A force for Good would not invest in ExxonMobil, a company that ranks first among private companies in developing new oil and gas fields, a company that has concealed climate research from the public for decades, a company that has spent enormous sums on information campaigns designed to cast out on climate change, yet investing in ExxonMobil is exactly what Nordea does.

A forest for Good would not justify fossil fuel investments with its stewardship on methane reductions. Methane emissions account less than 1% of TotalEnergies and ExxonMobil’s total emissions. Clearly, this approach fails to make up for the harm caused by their vast expansion plans. A forest for Good would not create a tailored screening process to identify companies that are not part of the solution to the energy transition only to then invest EUR 1.2 billion in those very companies.

Yet that is exactly what Nordea does. A Forest for Good would not claim to strive for an orderly transition while financing and investing in fossil fuel expansion, which will either lead to climate catastrophe or to a disorderly transition. Nordea, despite the words of your CEO, you are not using your size or your strength as a force for good. But as a shareholder, we want you to. And this is why we have filed 2 resolutions. As a future force for good, Nordea will no longer finance oil and gas producers that expand supply with new oil and gas fields.

And as a future force for good, Nordea would no longer invest in fossil fuel companies that expand supply with new oil and gas fields, new coal mines, mine extensions and new unabated coal plants. Danske Bank, Swedbank and Handelsbanken have already taken both of these steps. OP Financial Group has taken the steps on financial services, while has done so on investments.

If almost all of Nordea’s competitors can rise to the challenge of being a force for good, so can Nordea. Two years ago, I had the privilege of attending Danske Bank’s Annual General Assembly, where I addressed the CEO, the Board members and shareholders. I encourage Danske Bank to become a true frontrunner by making the first footprint in a landscape of fossil fuel policies where no large financial institution had ventured before.

Since then, they and others have started to track the path. Now we need you to walk it because once a financial institution of your size and your strength has paved the way, it will transform into a road that financial institution across Europe will find impossible to ignore. In closing, I would like to quote from the video that I referenced in the beginning. So to Nordea, to the CEO, Nordea’s Board members and all its shareholders, please join us on the journey and let us together build a better tomorrow. Thank you.

Thank you for presenting the proposal. I know that you have commented at length already at the Q&A session and also in the notice to the meeting. Do you wish to respond?

Yes. Let me simply reiterate. First of all, thank you for your comments and the thoughtful and well-presented way that you have made them. We welcome the chance to engage with you outside the meeting as we do during the year as well as inside the meeting and are grateful for your advocacy to a cause that we agree with, where we do consider ourselves to be amongst the leaders in arguing for a good transition in the world. But of course, as you can see in the detail of what you’re asking, we do not think it would be responsible to do so and the 95% of our shareholders who do not think so either are representative really of our rationale. We think that society needs to work the transition at a pace that is plausible.

And so we are in line with the mainstream of our customers. That’s where we want to be. But please rest assured, we will continue to argue for a good transition and to try to do what we can to encourage that to happen. So thank you once again for your time and your remarks.

Thank you very much. Are there any other requests for the floor? To leave voluntarily the stage, please. Thank you. And then I’m giving the microphone the question. You have the floor.

Shareholders, my name is Nik, voting ticket 398, and I’m here on behalf of Iilwapasavi or Coldfree Finland. Hilwaasavi is a climate NGO aiming to accelerate deep decarbonization by influencing Finnish and Nordic steel buyers, financial institutions and infrastructure projects.

Firstly, I would like to thank Nordea for its sustainability work and commitment to climate action. Having said this, I nevertheless give my full support to the shareholder resolution by Action Denmark and Swedish Society for Nature Conservation regarding stopping all investments and lending for companies expanding fossil fuel production. Hiliopasui agrees completely with these resolutions, and I have voted in favor of them.

Related to the shareholder resolutions demand to stop financing fossil fuel expansion, I’m asking Nordea to begin financing a specific type of fossil fuel expansion, namely metallurgical coal. Due to its reliance on metallurgical coal, the iron and steel sector is responsible for 11% of global carbon dioxide emissions.

New technologies now enable the shift to coal-free steel production methods. According to the think tank Agora Industry, a phaseout of coal in the steel sector by the early 2040s is technically feasible. The International Energy Agency, IEA, has clearly stated that there is no room for metallurgical coal expansion in a 1.5-degree world.

Even the critical raw material alliance acknowledges that global metallurgical coal production already surpasses demand by 37%. Nordea Asset Management has been a frontrunner and one of the first financial institutions globally to adopt a metallurgical coal policy.

However, this policy is too weak and does not apply to the whole Nordea Group. More specifically, a robust metallurgical coal policy should include the following: immediately ending all dedicated financial services, including advisory services to metallurgical coal projects.

This includes the development of new metallurgical coal mines, the expansion of existing ones and all related infrastructure. Committing to no longer providing financial services to companies that have plans to develop or are developing metallurgical coal projects. This includes no longer providing services to companies that do not have a detailed asset by asset and mine-by-mine closer and not selling timetable aligned with a 1.5-degree scenario and a just and sustainable transition and decommissioning plan for workers, local communities and the environment.

Will Nordea consider making a robust commitment concerning the whole financial group to stop financing ongoing carbon lock-in in steel production through the continuous expansion of metallurgical coal capacities.

Thank you for the question.

Let me once again thank you very much for coming to the Annual General Meeting, also for engaging with us outside the Annual General Meeting. Thank you also for recognizing some of the positive things that we are doing in the same direction as we all would like and you would like. We’re happy to continue to engage with you in some of the finer detail of the points that you make outside the meeting. They’re obviously not specifically the resolution before the meeting, but we certainly appreciate your comments. Thank you for that.

Are there any other requests for the floor? You can see the advanced votes and voting instructions up on the screens. So the AGM has resolved not to amend the Articles of Association. And then moving on to Item 25, closing of the meeting.

So all the items on the agenda have now been dealt with. And it is noted in the minutes that the decisions taken at the meeting have been supported by all shareholders represented at the meeting unless otherwise stated in the minutes. The minutes of this Annual General Meeting will be at the disposal of the shareholders on the company website after 2 weeks, the latest, so no later than April 3, 2025.

And I would like to thank all participants, and I hereby declare the meeting closed at 4:12 p.m. And the same information in Finnish and the Chair wishing everybody a nice spring. Thank you.

Thank you, everyone, for attending Nordea’s Annual General Meeting. The decisions made in today’s meeting as well as all relevant materials will soon be available at Nordea’s website. It’s now time to conclude the meeting here in Helsinki and online. Thank you again for joining us until next year.