Pre-Annual General Meeting Information • Feb 21, 2024
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer

The shareholders in Swedbank AB (publ) are hereby given notice that the Annual General Meeting will be held at Cirkus (Cirkusscenen), Djurgårdsslätten 43-45, Stockholm, at 11:00 am (CET) on Tuesday, 26 March 2024.
Shareholders are welcome for registration from 09:30 am (CET). Light refreshments will be offered before the Annual General Meeting.
The Annual General Meeting will be simultaneously interpreted to English.
Pursuant to article 12 of the Articles of Association of Swedbank AB (publ) ("Swedbank"), the Board of Directors has resolved that shareholders may also exercise their voting rights at the Annual General Meeting by postal voting. Shareholders may therefore choose to exercise their voting rights at the Annual General Meeting by physical participation, by proxy or by postal voting. The Board of Directors proposes that the Annual General Meeting is broadcasted on Swedbank's website, www.swedbank.com/AGM.
Anyone wishing to participate in the Annual General Meeting by attending the meeting in person or through a representative must:
Notification of participation by attending the meeting venue must be made to the bank no later than 20 March 2024 in accordance with the following:
The notification must state name or company name, personal identification number or corporate registration number, address, phone number and, if applicable, the number of persons attending with you (maximum two persons).
If attending by proxy or representative, a power of attorney, registration certificate or other authorisation documents should be sent to the bank at the above address well in advance of the Annual General Meeting and preferably no later than 20 March 2024. Power of attorney forms are available on the bank's website at www.swedbank.com/AGM.
Anyone wishing to attend the Annual General Meeting by postal voting, personally or by a proxy must:
A special form shall be used for postal voting. The postal voting form is available on Swedbank's website www.swedbank.com/AGM.
A completed and signed postal voting form can be sent by post to Swedbank AB, "AGM", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, or by e-mail to [email protected]. The completed form must be received by Euroclear no later than 20 March 2024. Shareholders may also, no later than 20 March 2024, cast a postal vote electronically via verification through BankID on Euroclear's website https://anmalan.vpc.se/EuroclearProxy.
The shareholder may not give instructions other than to mark one of the alternative answers specified in the form. If the shareholder has included special instructions or conditions in the form or changed or made amendments to pre-printed text, the postal vote will be considered invalid. Further instructions and conditions may be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.
If a shareholder casts a postal vote by proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the postal voting form. A power of attorney form is available on Swedbank's website www.swedbank.com/AGM. If the shareholder is a legal entity, a registration certificate or other authorisation document must be enclosed with the form.
Please note that anyone who wants to attend the meeting, in person or by proxy, must give notice about this in accordance with the instructions under the heading "Participation by attending the meeting venue" above. This means that a notice only by postal voting is not sufficient for those who want to attend the meeting venue.
Shareholders whose shares are nominee-registered through a bank or other authorised depositary, e.g., in a custody account, must – in addition to giving notice or casting a postal vote - request that the shares be temporarily re-registered in their own name so that the shareholder is registered in the share register maintained by Euroclear as of the record date on 18 March 2024. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's routines and at such time in advance decided by the nominee. Voting right registration that the shareholder has requested at such time that the registration has been issued by the nominee no later than 20 March 2024 will be accepted in the preparation of the share register.
Personal data obtained from the share register, notices of attendance at the Annual General Meeting and information on proxies will be used for registration, preparation of the voting list for the Annual General Meeting and, where applicable, the minutes of the General Meeting.
For information on the processing of personal data, please refer to the Privacy Policy available on Euroclear's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.
The Nomination Committee consists of Lennart Haglund, appointed by the owner group Sparbankernas Ägareförening and chair of the Nomination Committee; Ylva Wessén, appointed by the owner group Folksam; Anders Oscarsson, appointed by AMF and AMF Funds; Annette Björkman, appointed by the owner group Sparbanksstiftelserna, Peter Lundkvist, appointed by Tredje AP-fonden; and Göran Persson, Chair of the Board of Directors of Swedbank.
The Nomination Committee proposes that Wilhelm Lüning, member of the Swedish Bar Association, is elected Chair of the Annual General Meeting.
The Board of Directors proposes that of the profit of approximately SEK 74,281 million at the disposal to the Annual General Meeting, approximately SEK 17,049 million be distributed to holders of shares and that the balance, approximately SEK 57,232 million, is carried forward. The proposed total amount to be distributed to shareholders and the proposed total amount to be carried forward, are based on all shares outstanding as of 31 December 2023 and could be changed in the event of additional share repurchases or if treasury shares are disposed of before the record date for dividend.
A dividend of SEK 15.15 per share is proposed. The proposed record date for the dividend is 28 March 2024. With this record date, the dividend is expected to be paid through Euroclear on 4 April 2024.
The Auditors recommend the Annual General Meeting that the members of the Board of Directors and the CEO be discharged from liability for the financial year 2023.
Decision on discharge from liability is proposed to be made by separate, individual decisions for each member of the Board and the CEO respectively in the following order:
The Nomination Committee proposes that the number of Board members, which shall be appointed by the Annual General Meeting, shall be ten.
For the period until the end of the next Annual General Meeting, the Nomination Committee proposes, increased remuneration on an annual basis, as follows:
Remuneration shall only be payable to Board members elected by the Annual General Meeting.
The Nomination Committee proposes that the Auditor's fee shall, as previously, be payable in accordance with approved invoice.
For the period until the end of the next Annual General Meeting, the Nomination Committee proposes re-election of:
Bengt Erik Lindgren has announced that he will not be available for re-election. All proposed members, except Göran Bengtsson, are in the opinion of the Nomination Committee, considered as independent in relation to the bank and the bank's management. All proposed members are, in the opinion of the Nomination Committee, considered as independent in relation to the major shareholders of the bank.
The Nomination Committee proposes that Göran Persson shall be elected as Chair of the Board of Directors.
In accordance with the Audit Committee's recommendation, the Nomination Committee proposes reelection of the audit company PricewaterhouseCoopers AB for the period until the end of the Annual General Meeting 2025.
The Nomination Committee proposes the following principles on how the Nomination Committee shall be appointed
The members of the Nomination Committee shall safeguard the interests of all shareholders and shall not without authorisation disclose the proceedings of the Nomination Committee. Before accepting the assignment, each member of the Nomination Committee shall carefully consider whether there is any
conflict of interest or other circumstance that make membership of the Nomination Committee inappropriate.
The Nomination Committee's duties are to, where applicable, before an upcoming General Meeting submit proposals for decisions regarding:
With regards to the bank's business, development phase, expected future direction and other circumstances, the composition of the Board of Directors of the bank shall be appropriate at all times, with a diversity and width of competence, experience, and background of the members of the Board of Directors elected by the Annual General Meeting.
Furthermore, in accordance with applicable laws and regulations, the members of the Board of Directors must demonstrate prudence in financial matters and have the relevant knowledge and practical experience to manage the bank in a sound and responsible manner. The need for renewal and succession planning, as well as continuity shall be considered.
As part of the Nomination Committee's work of identifying suitable candidates and assessing the need for supplementary competences and to assess both the composition of the Board of Directors and the suitability of individual members, the Nomination Committee shall take note of the Chair of the Board of Director's internal evaluation of the Board and each Board member's own evaluation of the Board's overall competence and working climate, as well as the member's own competence. The Nomination Committee shall also carry out a suitability assessment of each member/candidate in accordance with the regulations applicable at any given time and adopt instructions for suitability assessment.
Furthermore, the Board of Directors shall be ownership based and, at the same time, the need for independence from the bank, the bank's management and the bank's major shareholders shall be taken into account regarding the Board of Directors as a whole.
Members of the Board of Directors shall not be appointed for a longer period than until the end of the next Annual General Meeting. Deputies to members of the Board of Directors elected by the Annual General Meeting shall not be appointed. Before the Nomination Committee nominates a candidate to the Annual General Meeting, the Nomination Committee shall assess the suitability of the candidate, partly based on an overall assessment of the composition of the Board of Directors, partly based on an evaluation of the candidate's reputation as well as theoretical and practical experience. In the
assessment, potential conflicts of interest shall be considered. Furthermore, it shall be assessed whether the candidate can devote enough time to the Board assignment.
The composition of the Board of Directors should be characterised by diversity regarding age, geographical provenance, and educational and professional background, in order to promote independent opinions, sound decision-making and critical questioning.
An even gender representation shall be attained over time. An even gender representation means that at least 40 percent of the members of the Board of Directors shall be of each gender.
The Nomination Committee's proposal to the General Meeting on the election of the auditor shall include the Audit Committee's recommendation. If the proposal differs from the alternative preferred by the Audit Committee, the reasons for not following the committee's recommendation are to be stated in the proposal. The auditor or auditors proposed by the Nomination Committee must have been included in the Audit Committee's selection process.
The Nomination Committee has the right, at Swedbank's expense, to engage a recruitment consultant or other external consultants that the Nomination Committee considers necessary in order to fulfil its task.
The Nomination Committee shall issue a motivated statement on its proposal with regard to the requirements of this instruction concerning the composition of the Board. In particular, the Nomination Committee shall justify its proposal with respect to the requirement to strive for gender balance. The statement of the Nomination Committee shall also include a brief description of how the work of the Nomination Committee has been conducted and its diversity policy.
The Nomination Committee's proposals and motivated statement shall be communicated to the bank in such time that it can be presented in the notice of the Annual General Meeting where the election of Board members or auditors is to be held.
The Chair of the Nomination Committee or the person appointed by the Chair of the Nomination Committee, shall present the Nomination Committee's proposals and motivated statement at the General Meeting at which the election of Board members or auditor is to take place.
The Nomination Committee shall also otherwise consider the Swedish Corporate Governance Code in the performance of its assignment.
As a securities institution, Swedbank AB is authorised by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) to conduct securities operations, including trading in financial instruments on its own account. Consequently, Swedbank has a need to acquire own shares within the framework of
its securities operations in order to facilitate such operations. This is required to enable the bank to, among other things:
In view of the above, and in order to facilitate the bank's securities operations, the Board of Directors proposes that the Annual General Meeting shall resolve to permit the bank to, during the time up until the Annual General Meeting in 2025, acquire its own shares to its so-called trading book, in accordance with Chapter 7, Section 6 of the Securities Market Act, in accordance with the following:
The regulations on capital requirements that were introduced on 1 January 2014 meant that banks became subject to increased capital requirements. The capital requirement regulations have subsequently been, and are expected to continue to be, subject to additions and amendments affecting banks' capital requirements.
Swedbank's business as well as the external circumstances are constantly changing. The need can, therefore, arise to increase or reduce the own funds or change the relationship between Common Equity Tier 1 capital and other capital, for instance through repurchase of own shares, the issue of loans that may be included in the own funds or a combination of different measures.
Consequently, an authorisation by the Annual General Meeting for the Board of Directors to decide on repurchase of own shares is justified as one of several actions to enable the Board of Directors to continuously adapt Swedbank's capital structure to prevailing capital requirements. As set out in item 19 in the agenda, the Board of Directors proposes that the Annual General Meeting, in addition to the authorisation proposed below, also authorises the Board of Directors to decide on the issue of convertibles that may be included in the own funds.
An authorisation regarding repurchase of own shares is also justified by the fact that the bank, in order to secure its commitments under item 20 a) and 20 b) in the agenda may have to repurchase own shares. As set out in the proposal referred to in item 20 c), the Board of Directors proposes that own shares repurchased by the bank may be transferred at no cost and with deviation from the shareholders' preferential rights to entitled participants in general and individual share and performance-based remuneration programs adopted by a General Meeting.
In view of the above, the Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to, on one or several occasions during the period until the Annual General Meeting in 2025, decide on acquisition of own shares in accordance with the following:
As mentioned under item 18 above, banks became subject to higher capital requirements in 2014 and were given the possibility to use subordinated equity instruments, for instance in the form of convertibles in order to fulfil certain capital requirements. Subordinated convertibles that qualify as core capital in the own funds ("Additional Tier 1") entail mandatory conversion to shares under certain predetermined conditions in order to absorb losses and enhance the bank's own capital in the event of financial difficulties, but do not confer any entitlement to conversion for the holders.
Swedbank's business as well as the external circumstances are constantly changing. The need can, therefore, arise to increase or reduce the own funds or change the relationship between Common Equity Tier 1 capital and other capital, for instance through repurchase of the bank's own shares, the issue of loans that may be included in the own funds or a combination of different measures. Subordinated capital instruments that can form part of supplementary capital ("Tier 2 capital") in the own funds may also be issued on similar terms.
An authorisation by the Annual General Meeting for the Board of Directors to decide on the issue of convertibles is therefore justified as one of several actions to enable the Board of Directors to continuously adapt the bank's capital structure to prevailing capital requirements. As set out in item 18 in the agenda, the Board of Directors proposes that the Annual General Meeting, in parallel with the proposed authorisation below, also authorises the Board of Directors to decide on the repurchase of own shares.
Convertibles issued by virtue of the authorisation are mainly sought by debt investors on the Swedish and international capital market and must therefore be able to be offered to the market both with and without preferential rights for the shareholders.
In view of the above, the Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to, on one or several occasions until the Annual General Meeting 2025, decide on the issue of convertibles pursuant to the following:
In conformity with previous year, the Board of Directors proposes that the Annual General Meeting resolves on a performance and share based remuneration program for 2024 comprising a general program with deferred variable remuneration in the form of shares ("Eken 2024") (see item 20 a)) and an individual program with variable remuneration in two parts: cash remuneration and variable remuneration in the form of shares ("IP 2024") (see item 20 b)). The Board of Directors' proposals regarding Eken 2024 and IP 2024 are in accordance with the bank's business strategy, and are designed to promote sound and efficient risk management and discourage excessive risk-taking. Eken 2024 and IP 2024 are materially designed in the same way as the previous year's programs. Detailed conditions for Eken 2024 and IP 2024 are set out in the complete proposals.
Eken is a tool with incentives to achieve success for Swedbank together by realising the bank's strategic direction and creating long-term value for Swedbank's customers and shareholders, among other things, by promoting sustainable profitability and growth for Swedbank with a target of 15 per cent return on equity.
In essence, Eken 2024 means that to the extent certain performance targets ("Performance Targets") are achieved during the financial year 2024 ("Performance Year") the participants in Eken 2024 (the "Participant" or the "Participants") may be allotted a variable remuneration in the beginning of 2025 (the "Share Performance Amount"), which is intended to be allotted in the form of conditional, nontransferable rights ("Performance Rights"). As a general rule, each Performance Right carries a right to, automatically and at no cost, receive one share in Swedbank ("Performance Share") in 2028 (or 2029 for Participants who have been identified as material risk takers ("Material Risk Takers") and whose variable remuneration exceeds certain levels) after the publication of the year-end report for 2027 (or 2028 for Material Risk Takers whose variable remuneration exceeds certain levels), and before the end of June.
Approximately 17,300 employees1 of the Swedbank Group (the "Group") are included in Eken 2024. Members of the Group Executive Committee ("GEC") are not included. Employees included by the individual program IP 2024 or in the individual program Asset Management 2024 ("IPAM 2024") and employees included by other cash based variable remuneration programs are, as a general rule, not included in Eken 2024 (information on Swedbank's share based incentive program IP 2024 is presented under item 20 b)).
12
1 Refers to Full Time Equivalent employees.
Particular conditions apply in the event that Participants during the course of the duration give or receive notice to leave, retire, enter parental leave, leave of absence, sick leave or similar. The Board of Directors' Remuneration and Sustainability Committee or the CEO are entitled to decide on deviations from such conditions, both as general principles or in individual cases.
The result for each Participant depends on the extent to which the Performance Targets are achieved. The Performance Targets are measured during the Performance Year and are adopted based on (i) the profit after tax, adjusted for capital costs and risks, for the Group2 , (ii) fulfilment of the bank's performance management processes on an individual level which also comprises assessing a number of behaviours linked to the Group's values – open, simple and caring, and (iii) risk assessment which may be made at Group and/or business area level and/or individual level.
The final assessment of the extent to which the Performance Targets have been achieved is made on a discretionary basis by the Board of Directors, or by a person authorised by the Board of Directors. The result of the assessment can be that the total allotment is limited, in whole or in part, at Group and/or business area level and/or individual level (so called hair cut). Consequently, there is no automatic right to allotment of any Share Performance Amount even if the Performance Targets, in whole or in part, may be considered to have been achieved.
The maximum Share Performance Amount for a Participant may not exceed SEK 100,000 and is (where appropriate after a recalculation from local currency to SEK) limited to 1.6 months' salary for Participants employed in Estonia and Latvia, 1.28 months' salary for Participants employed in Lithuania and 0.8 months' salary for Participants employed in another country, in all cases in relation to the agreed base salary for the Performance Year (as of December 2024).
The total Share Performance Amount for the Participants in Eken 2024 is limited to approximately SEK 699 million.
The Share Performance Amount is converted into a number of Performance Rights (which entitle the holder to receive Performance Shares as set out below), rounded off to the nearest whole number, by dividing the Share Performance Amount by the average daily volume weighted price paid per share in Swedbank at Nasdaq Stockholm during the last ten trading days in the month of January 2025 (the "Translation Rate"), however, not lower than SEK 100 per share (the "Floor Price"). The Board of Directors has the right, in connection with certain corporate events, inter alia, in case of a share split or a reverse share split, to resolve on an adjustment of the Floor Price in accordance with general principles on the stock market for recalculation in such events.
A Performance Right does not carry any right to dividends or other shareholder rights during the duration of the program. To the extent permitted in accordance with applicable regulatory requirements, dividend compensation is paid on the underlying Performance Shares during the deferral period.
2 The profit, adjusted for capital costs and risks is measured as Economic Profit ("EP"). A prerequisite for allocation is a positive EP on Group level.
As a general rule, each Performance Right held by a Participant grants a conditional right to, automatically and at no cost, receive one Performance Share in 2028 (or 2029 for Material Risk Takers whose variable remuneration exceeds certain levels), after the publication of the year-end report for 2027 (or 2028 for Material Risk Takers whose variable remuneration exceeds certain levels), and before the end of June. The conditions for receiving a Performance Share are, firstly, as a general rule, that the Participant at the time of delivery of the Performance Share has not given or received notice to leave or for any other reason has ceased to be employed by a company within the Group that is covered by Eken 2024, and, secondly, the fulfilment of the conditions set out below (which shall be fulfilled at the time of delivery of the Performance Share):
The Board of Directors, or the Remuneration and Sustainability Committee after authorisation by the Board of Directors, shall prior to and in close proximity to each transfer of Performance Shares evaluate whether and to which extent the stated conditions are fulfilled.
In the Group's financial accounting, the total Share Performance Amount will normally be recognised as employee costs in the income statement during the accrual period which in the accounts is considered to correspond to the duration.
The maximum cost for the Share Performance Amount amounts to approximately SEK 699 million, but the estimated cost for the Share Performance Amount amounts to approximately SEK 437 million. The maximum annual cost in the income statement is expected to be approximately SEK 168 million, but the estimated annual cost in the income statement amounts to approximately SEK 105 million if the bank's result is at 15 per cent return on equity.
The total number of Performance Rights that may be allotted to the Participants amounts to a maximum of approximately 7 million3 , 4 . If the Translation Rate hypothetically is assumed to be
3 Excluding anticipated dividend compensation and adjustment for forfeited Performance Rights.
4 The quotient of (a) the highest aggregate Share Performance Amount for all Participants, divided by (b) the Floor Price.
SEK 2045 , the total number of Performance Rights which may be allotted to the Participants amounts to a maximum of approximately 3.4 million6 .
The bank's maximum commitment7 , if hedged by way of a transfer of own shares, results in a total dilution effect of not more than approximately 0.6 per cent in relation to the outstanding number of shares and votes as of 31 December 2023.
The dilution is expected to have a marginal impact on the Group's key ratios, also when considering IP 2024 (according to the proposal under item 20 b)).
IP 2024 has been designed to stimulate employees in positions of direct importance for creating longterm and sustainable shareholder and customer value to make further efforts to attract, retain and motivate the employees and to ensure that the bank's remuneration levels are competitive in every submarket, and to create long-term engagement in the bank by the employees and align their interests with the shareholders' interest.
In essence, IP 2024 means that to the extent certain performance targets ("Performance Targets") are achieved during the financial year 2024 (the "Performance Year"), the participants in IP 2024 (the "Participant" or the "Participants") may be allotted a variable remuneration in the beginning of 2025 (the "Gross Performance Amount"), a part of which (the "Share Performance Amount") is intended to be allotted in the form of conditional, non-transferable, rights ("Performance Rights"). Each Performance Right carries a right to, automatically and at no cost, receive one share in Swedbank ("Performance Share") at the end of a retention period. In order to retain, attract and motivate key competencies, one part of the Performance Shares will be received during the first half-year of 2026, the other part will be deferred and, therefore, received in 2029, in both cases after the publication of the year-end report for the current year. For Participants who have been identified as material risk takers ("Material Risk Takers") and whose variable remuneration exceeds certain levels, this deferral period will be at least five years.
Approximately 220 employees8 in the Group with positions where the individual performance is deemed to be of direct importance for creating revenues and where variable remuneration is considered to encourage the performance are included in IP 2024. Members of the Group Executive Committee ("GEC") are not included.
Particular conditions apply in the event that Participants during the qualification period give or receive notice to leave, retire, enter parental leave, leave of absence, sick leave or similar. The Board of Directors' Remuneration and Sustainability Committee or the CEO are entitled to decide on deviations from such conditions, both as general principles or in individual cases.
5 Rounded share price per the first trading day of the year has been used as example translation rate.
6 Excluding anticipated dividend compensation and adjustment for forfeited Performance Rights.
7 Excluding anticipated dividend compensation and adjustment for forfeited Performance Rights.
8 Refers to Full Time Equivalent employees.
The allotment of the Gross Performance Amount is dependent on the extent to which the Performance Targets have been achieved. The Performance Targets are measured during the Performance Year and are, for the majority of the Participants, adopted based on (i) the profit after tax, adjusted for capital costs and risks, for the Group9 , (ii) the profit after tax, adjusted for capital costs and risks, for the respective business area and whether this has been achieved in accordance with a sound risk approach, (iii) risk adjusted results on an individual level and team level based on assessing, inter alia, the fulfilment of individual Performance Targets comprising both financial as well as operational factors, and an evaluation of a number of behaviours linked to the Group's values – open, simple and caring, and (iv) risk evaluation, which is made on Group and/or business area level and/or individual level.
The final assessment of the extent to which the Performance Targets have been achieved is made on a discretionary basis by the Board of Directors, or by a person authorised by the Board of Directors. The result of the assessment can be that the total allotment is limited, in whole or in part, at Group and/or business area level and/or individual level (so called haircut). Consequently, there is no automatic right to allotment of any Gross Performance Amount even if the Performance Targets, in whole or in part, may be considered to have been achieved.
The maximum Gross Performance Amount for a Participant is individually predetermined. The Gross Performance Amount shall not exceed 100 per cent of the yearly fixed remuneration for each individual.
For Material Risk Takers, the Gross Performance Amount is, as a general rule, divided into an initial allotment (normally 60 per cent) and a deferred allotment (normally 40 per cent). Both the initial and deferred allotments are thereafter equally divided in cash (50 per cent) and a Share Performance Amount (50 per cent). The Share Performance Amount is allotted through allotment of Performance Rights. For Material Risk Takers whose variable remuneration is of a particularly high amount, at least 60 per cent of the variable remuneration shall be deferred for at least four years. For other Participants, the Gross Performance Amount is normally fully paid out in cash.
The total Share Performance Amount for all Participants in IP 2024 is limited to a maximum of approximately SEK 75 million.
As a general rule, the initial cash portion is intended to be paid to the respective Participants during the first half-year of 2025 and payment of the deferred cash is intended to be made in 2028, after the publication of the year-end report for 2027.
The Share Performance Amount is converted into a number of Performance Rights (which entitle the holder to receive Performance Shares as set out below), rounded off to the nearest whole number, by dividing the Share Performance Amount by the average daily volume weighted price paid per share in Swedbank at Nasdaq Stockholm during the last ten trading days in January 2025 (the "Translation Rate"), however, not lower than SEK 100 per share (the "Floor Price"). The Board of Directors has the
9 The profit, adjusted for capital costs and risks is measured as Economic Profit ("EP"). A prerequisite for allocation is positive EP on Group level as well as on business area level.
right to, in connection with certain corporate events, inter alia, in case of a share split or a reverse share split, resolve on an adjustment of the Floor Price in accordance with general principles on the stock market for recalculation in such events.
The deferred portion of the Performance Rights is subject to a deferral period of at least four years comprised of a qualification period of at least three years followed by a retention period of one year. The initial allotment of Performance Rights is subject to a one-year deferral period.
A Performance Right does not, during the qualification period, carry any right to dividends or other shareholder rights. During the retention period, compensation for dividends on underlying Performance Shares may be paid to the extent permitted in accordance with applicable regulatory requirements.
A Performance Right held by the Participant grants a conditional right to, automatically and at no cost, receive one Performance Share at the end of the Performance Right's retention period. As a general rule, the initial allotment of Performance Shares will be received during the first half-year of 2026 and the deferred Performance Shares will be received in 2029 after the publication of the year-end report for 2028. For Material Risk Takers whose variable remuneration exceeds certain levels, the deferred Performance Shares will be received in 2030. The conditions for receiving a Performance Share are, firstly, as a general rule, that a Participant during the qualification period has not given or received notice to leave or for any other reason has ceased to be employed by a company within the Group that is covered by IP 2024, and, secondly, the fulfilment of the conditions set out below (which shall be fulfilled during the qualification period):
The Board of Directors, or the Remuneration and Sustainability Committee after authorisation by the Board of Directors, shall prior to and in close proximity to each transfer of Performance Shares evaluate if and to which extent the foregoing conditions are fulfilled.
In the Group's financial accounting, the total Share Performance Amount will normally be recognised as employee costs in the income statement during the accrual period which in the accounts is considered to correspond to the duration.
The maximum cost for the Share Performance Amount amounts to approximately SEK 75 million, but the estimated cost for the Share Performance Amount amounts to approximately SEK 42 million10.The maximum annual cost in the income statement is expected to be approximately SEK 18 million, but the estimated annual cost in the income statement amounts to approximately SEK 10 million if the bank's result is in line with previous years.
The total number of Performance Rights that may be allotted to the Participants amounts to a maximum of approximately 0.75 million11 , 12. If the Translation Rate hypothetically is assumed to be SEK 20413 the total number of Performance Rights which may be allotted to the Participants amounts to a maximum of approximately 0.4 million14 .
The bank's maximum commitment15, if hedged by way of a transfer of own shares, results in a total dilution effect of not more than approximately 0.1 per cent in relation to the outstanding number of shares and votes as of 31 December 2023.
The dilution is expected to have a marginal impact on the Group's key ratios, also when considering Eken 2024 (according to the proposal in item 20 a)).
As set out in the Board of Directors' proposals regarding a general and an individual share and performance-based remuneration program for 2024 (Eken 2024 and IP 2024, and together referred to as "Program 2024") the Board of Directors proposes that bank's commitments according to:
are to be secured by the transfer, with deviation from the shareholders' preferential rights, at no cost, of own shares to entitled participants in Program 2024 and in Previous Programs.
The calculation of the number of shares that are allowed to be transferred in accordance with item d) below is based on maximum allocation of so-called Performance Rights to entitled participants in Program 2024 and actual allocation of Performance Rights to entitled participants in Previous Programs.
10 Estimated cost constitutes a preliminary amount.
11 Excluding anticipated dividend compensation and adjustment for forfeited Performance Rights.
12 The quotient of (a) the highest aggregate Share Performance Amount for all Participants, divided by (b) the Floor Price.
13 Rounded share price per the first trading day of the year has been used as example translation rate.
14 Excluding anticipated dividend compensation and adjustment for forfeited Performance Rights.
15 Excluding anticipated dividend compensation and adjustment for forfeited Performance Rights.
The Board of Directors proposes that the Annual General Meeting resolves that:
The reason for the deviation from the shareholders' preferential rights is to ensure delivery of shares to Participants and entitled participants in Previous Programs and to cover certain costs in connection with Program 2024 and Previous Programs, in particular social security costs and other ancillary salary costs.
Considering that Swedbank held 7,209,322 own shares on 31 December 2023, a transfer of the maximum number of shares (20,000,000) would result in a total dilution effect of approximately 0.6 per cent in relation to the outstanding number of shares and votes as of 31 December 2023.
A resolution on transfer of shares according to above replaces previous Annual General Meeting's resolutions on transfer of repurchased shares at no cost to Participants, entitled participants in Previous Programs and entitled participants in any subsequent programs if and to the extent such resolutions have not already been executed.
The Board of Directors' proposal as per above is conditional upon the proposal of the Board of Directors regarding Eken 2024 and/or variable remuneration in the form of shares under IP 2024 having been approved by the Annual General Meeting.
If the Annual General Meeting does not approve the proposal for resolution as per above, the Board of Directors may, instead hedge the bank's commitment to deliver shares, in whole or in part, for Program 2024 by way of an agreement (equity swap agreement, certificate or similar) with a financial institution, which according to such agreement will in its own name acquire and transfer shares in Swedbank to the Participants.
The Board of Directors proposes that the Annual General Meeting resolves that the Articles of Association are amended so that General Meetings may also be held in Sundbyberg, that the provision regarding time for the Annual General Meeting is removed, and that the Board of Directors may resolve that persons not being shareholders of the bank shall, on the conditions stipulated by the Board of Directors, be allowed to attend or in any other way follow the discussions at a General Meeting. In addition, certain editorial and linguistic simplifications are proposed, as set out below, including the removal of wordings that already follows from legislation.
| Current wording | Proposed wording |
|---|---|
| § 1 Business name and object |
§ 1 Business name |
| The business name of the Bank is Swedbank AB. The company is a public company. |
The business name of the bank is Swedbank AB. The company is a public company (publ). |
| The object of the Bank, which was originally formed by Swedish savings banks, is to conduct banking business and financing operations, and operations naturally connected therewith. |
|
| § 2 Operations |
§ 2 Business object |
| The Bank will conduct such banking operations as are intended in the Banking and Financing Business Act (2004:297). This Act states that by banking operations is meant operations including |
The bank, which was originally formed by Swedish savings banks, shall conduct banking business and financing operations, and operations naturally connected therewith. In addition to payment services via the general |
| 1. payment services via the general clearing systems, and |
payment systems, and receipt of funds which, following notice of termination, are available to the creditor within not more than 30 days, the |
| 2. receipt of funds which, following notice of termination, are available to the creditor within not more than 30 days. |
bank may conduct, among other things, the following operations: |
| General clearing systems means systems for the forwarding of payments from a large number |
| of payers, who are not associated with each other, which are otherwise intended to reach a large number of ultimate payees who are not associated with each other. |
1. borrow funds, for example by accepting deposits from the general public, or by issuing bonds or other comparable debt instruments, |
|---|---|
| The Bank may also – in its operations – conduct financing operations naturally connected therewith, in accordance with the Banking and |
2. grant and broker loans, for example in the form of consumer credit and loans secured by charges over real property or claims, |
| Financing Business Act, among other things 1. borrow funds, for example by accepting |
3. participate in financing, for example by acquiring claims and leasing property, |
| deposits from the general public, or by issuing bonds or other comparable debt instruments, |
4. provide payment services, |
| 2. grant and broker loans, for example in the | 5. provide means of payment, |
| form of consumer credit and loans secured by charges over real property or claims, |
6. issue guarantees and assume similar obligations, |
| 3. participate in financing, for example by acquiring claims and leasing property, |
7. participate in the issue of securities, |
| 4. negotiate payments, | 8. provide financial advice, |
| 5. provide means of payment, | 9. hold securities in safekeeping, |
| 10. conduct letters of credit operations, | |
| 6. issue guarantees and assume similar obligations, |
11. provide safety deposit services, |
| 7. participate in the issue of securities, | 12. engage in currency trading, |
| 8. provide financial advice, | 13. engage in securities operations, |
| 9. hold securities in safekeeping, | 14. provide credit information, and |
| 10. conduct letters of credit operations, | 15. issue electronic money. |
| 11. provide safety deposit services, | |
| 12. engage in currency trading, | |
| 13. engage in securities operations, and | |
| 14. provide credit information |
| § 7 Quorum, etc |
The article is proposed to be removed in the revised version of the Articles of Association. |
|---|---|
| With regard to the Board forming a quorum and the majority requirements for Board decisions, the relevant provisions of the Companies Act (2005:551) shall apply. |
|
| The Board is entitled to authorise a member of the Board or another person to represent the Bank and sign for the Bank in accordance with the relevant provisions of the Companies Act (2005:551) and the relevant provisions of the Banking and Financing Business Act (2004:297) |
|
| § 10 Timing of Annual General Meeting |
The article is proposed to be removed in the revised version of the Articles of Association. |
| The Annual General Meeting shall be held before the end of April unless special circumstances dictate otherwise. In no event however, shall the Annual General Meeting be held after the end of June. |
|
| § 11 Business of the Annual General Meeting |
Previous § 11 constitutes § 10 in the revised version of the Articles of Association. |
| The following business shall be considered at the Annual General Meeting: |
§ 10 Business of the Annual General Meeting |
| 1. election of Chairman of the Meeting, | The following business shall be considered at the Annual General Meeting: |
| 2. drawing up and approval of voting register, | 1. election of Chair of the Meeting, |
| 3. approval of the Agenda, | 2. preparation and approval of the voting list, |
| 4. election of two members to scrutinise the Minutes, |
3. approval of the agenda, |
| 5. question whether the Meeting has been properly called, |
4. election of two persons to verify the Minutes, |
| 6. submission of the Board of Directors' Annual Report and Audit Report, and Consolidated |
5. decision whether the Meeting has been duly convened, |
| Report and Consolidated Audit Report for the past financial year, |
6. presentation of the Board of Directors' Annual Report and the Auditor's Report, and the |
| 7. matter of adopting the Profit and Loss | Consolidated Report and the Consolidated |
|---|---|
| Account and Balance Sheet, and the | Auditor's Report for the past financial year, |
| Consolidated Profit and Loss Account and | |
| Consolidated Balance Sheet, | 7. adoption of the Profit and Loss Account and |
| Balance Sheet, and the Consolidated Profit and | |
| 8. appropriations regarding the profits or losses | Loss Account and Consolidated Balance Sheet, |
| of the Bank in accordance with the adopted | 8. appropriations regarding the profits or losses |
| Balance Sheet, | of the bank in accordance with the adopted |
| 9. matter of discharging Board members and | Balance Sheet, |
| President from liability for the period covered by | |
| the report, | 9. discharge from liability for the Board members |
| and the CEO for the period covered by the | |
| 10. deciding the number of Board members to | report, |
| be appointed by the Meeting, | |
| 10. decision on the number of Board members | |
| 11. where appropriate, deciding the number of | to be appointed by the Meeting, |
| auditors and their alternates to be appointed by | |
| the Meeting, | 11. where appropriate, decision on the number of auditors and their alternates to be appointed |
| 12. deciding the remuneration for Board | by the Meeting, |
| members, auditors and their alternates, | |
| 12. decision on the remuneration for Board | |
| 13. election of Board members, | members, auditors and their alternates, |
| 14. if applicable, election of auditors and their | 13. election of Board members, |
| alternates, | |
| 15. any other business required by law or the | 14. if applicable, election of auditors and their alternates, |
| Articles of Association to be considered by the | |
| Meeting, | any other business required by law or the |
| Articles of Association to be handled by the | |
| 16. matters which are properly to be referred to | General Meeting. |
| the Meeting for decision. | |
| § 12 | Previous § 12 and § 13 constitute a new § 9 in |
| Right to vote at General Meetings, etc | the revised version of the Articles of Association. |
| General Meetings are to be held in Stockholm, | § 9 |
| Gothenburg, Malmö or Umeå. | General Meetings |
| General Meetings shall be opened by the | General Meetings are to be held in Stockholm, |
| Chairman of the Board or the person appointed | Sundbyberg, Gothenburg, Malmö or Umeå. |
| by the Board for this purpose. | |
| Notices convening General Meetings shall be | |
| The Board of Directors may collect proxies | given by public notice in Post- och Inrikes |
| pursuant to the procedure stated in Chapter 7, | Tidningar (the Swedish Official Gazette) and by |
Section 4, second paragraph of the Swedish Companies Act.
The Board of Directors may decide before a General Meeting that the shareholders shall be able to exercise their voting rights by post before the General Meeting.
Notice convening General Meetings, etc
Notices convening General Meetings shall be made by public notice in Post – och Inrikes Tidningar (the Swedish Official Gazette) and by way of the notice being made available at the bank's web site. Information that the notice has been made shall be made public in Dagens Nyheter at the time of the notice.
Notices convening the Annual General Meeting and notice of Extraordinary General Meetings where the question of amendments to the Articles of Association will be considered, shall be issued no earlier than six weeks and no later than four weeks prior to the General Meeting. Notices convening other Extraordinary General Meetings shall be issued no earlier than six weeks and no later than three weeks prior to the General Meeting.
Shareholders wishing to participate in a General Meeting shall notify the Bank's Head Office no later than on the day indicated in the notice convening the General Meeting.
This day shall not fall on a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve, or New Year's Eve and may not fall earlier than five business days prior to the General Meeting.
At General Meetings, shareholders are permitted to be accompanied by one or two assistants, provided that the shareholder has notified the Bank of the number of assistants in accordance with the preceding paragraph
way of the notice being made available at the bank's website. At the time of the notice, an announcement with information that the notice has been issued shall be made public in Dagens Nyheter or Svenska Dagbladet.
Notices convening the Annual General Meeting and notice of Extraordinary General Meetings where the question of amendments to the Articles of Association will be considered, shall be issued no earlier than six weeks and no later than four weeks prior to the General Meeting. Notices convening other Extraordinary General Meetings shall be issued no earlier than six weeks and no later than three weeks prior to the General Meeting.
Shareholders wishing to participate in a General Meeting shall notify the bank no later than on the day indicated in the notice convening the General Meeting. This day shall not fall on a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve, or New Year's Eve and may not fall earlier than five business days prior to the General Meeting.
At General Meetings, shareholders are permitted to be accompanied by one or two assistants, provided that the shareholder has notified the bank of the number of assistants in accordance with the preceding paragraph concerning notification of shareholders' attendance at General Meetings.
The Board of Directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act.
Prior to the General Meeting, the Board of Directors may decide that the shareholders shall be able to exercise their voting rights by post before the General Meeting pursuant to the procedure stated in Chapter 7, Section 4a of the Swedish Companies Act.
| concerning notification of shareholders' | The Board of Directors may resolve that persons |
|---|---|
| attendance at General Meetings. | not being shareholders of the bank shall, on the |
| conditions stipulated by the Board of Directors, | |
| be entitled to attend or in any other way follow | |
| the discussions at a General Meeting. | |
The Board of Directors proposes that the Annual General Meeting approves the report presented by the Board of Directors on paid and outstanding remuneration for senior executives.
The shareholder Carl Axel Bruno proposes that the Annual General Meeting instructs the Board of Directors to ensure that "Swedbank corrects the software in its central computers, so that, for each payment, the software checks that the payment does not exceed the customer's own previous maximum payment by more than 50 %".
The shareholders Greenpeace Nordic and the Swedish Society for Nature Conservation propose that the Annual General Meeting instructs the Board of Directors to review the bank's overall strategy before the end of 2024 so that it is fully aligned with the Paris Agreement and its goal of limiting global warming to 1.5 degrees Celsius.
At the time of issuance of this notice the total number of shares and votes in Swedbank amounts to 1,132,005,722 out of which 6,801,213 shares are held by the bank itself.
A resolution in accordance with the Board of Directors' proposals under items 17 – 19 and 21 requires the support of shareholders representing at least two thirds of both the votes cast and the shares represented at the Annual General Meeting. A resolution in accordance with the Board of Directors' proposal under items 20 a) – 20 b) requires the support of shareholders representing at least half of both the votes cast and shares represented at the Annual General Meeting. A resolution in accordance with the Board of Directors' proposal under item 20 c) requires the support of shareholders representing at least nine tenths of both the votes cast and the shares represented at the Annual General Meeting.
Accounting documents, audit reports, the Board of Directors' complete proposals in respect of items 20 a) – 20 b) and statements pursuant to items 9, 17 and 18, the Auditor's opinion according to Chapter 8, Section 54 of the Swedish Companies Act, the Remuneration Report, the complete
proposals of the Nomination Committee and proposals submitted by shareholders in respect of items 23 – 24 will be kept at Swedbank, the Board Secretary, Landsvägen 40, Sundbyberg, Sweden, no later than from and including 5 March 2024. The documents will be sent to shareholders who so request and provide their postal address. The documents, together with the annual report, will also be made available no later than from and including 5 March 2024 at www.swedbank.com/AGM.
At the Annual General Meeting, the Board of Directors and the CEO are under a duty to, upon request by any shareholder and where the Board of Directors considers that such may take place without material damage to the bank and without any appreciable inconvenience to any person, provide information regarding any circumstances which may affect the assessment of a matter on the agenda or of the bank's financial situation. Such duty to provide information applies also to the bank's relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries as specified in the foregoing sentence.
Stockholm in February 2024 Swedbank AB (publ) The Board of Directors
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.