Nordea’s Board of Directors has approved a share buy-back programme of up to EUR 1.5bn. The programme will commence on 20 July 2022 or as soon as possible after that date. The approval from the European Central Bank for the buy-backs was announced on 8 July.
Nordea’s Board of Directors has today approved a share buy-back programme of up to EUR 1.5bn. The share buy-backs will be carried out in accordance with the authorisation granted to the Board by the 2022 Annual General Meeting.
The purpose of the buy-backs is to pursue an efficient capital structure and improve shareholder returns by reducing Nordea’s capital. The programme will commence on 20 July 2022 or as soon as possible after that date and end no later than 29 March 2023.
Nordea has engaged a third-party broker to execute the buy-back programme. Based on irrevocable instructions, the broker will decide on the repurchases, including their timing, in full independence. All repurchases will be made in compliance with applicable price and volume limits and applicable terms.
The key terms of the share buy-back programme include:
- Nordea may repurchase a maximum of 350,000,000 shares, corresponding to approximately 9.3% of all the shares in the company, provided that the maximum amount of EUR 1.5bn is not exceeded. At any given time, the number of own shares collectively held by Nordea and its subsidiaries may not exceed 10% of all the shares in Nordea.
- Nordea will repurchase the shares otherwise than in proportion to the shareholdings of its shareholders (directed repurchases).
- The shares will be repurchased in public trading in accordance with Regulation (EU) 596/2014 and Commission Delegated Regulation (EU) 2016/1052 (which together constitute the Safe Harbour regulation). The shares will be repurchased on Nasdaq Helsinki, Nasdaq Stockholm and Nasdaq Copenhagen and on select multilateral trading facilities.
- The price payable per share will be determined by the pricing obtainable on the relevant trading venue and in accordance with the authorisation granted by the 2022 Annual General Meeting.
- Nordea will not repurchase any shares in the United States or in respect of its American Depositary Receipts.
- Nordea will repurchase the shares using its unrestricted equity and record the repurchases as a deduction from retained earnings.
- The repurchased shares will be cancelled on a monthly basis.
- Nordea may suspend or terminate the programme before its scheduled end date. In such cases this will be announced in a stock exchange release.
Prior to commencement of the third buy-back programme Nordea holds 6,073,651 treasury shares for remuneration purposes.
Nordea is implementing an efficient capital structure and will continue to distribute excess capital to shareholders in the future in line with its capital and dividend policy.