Pre-Annual General Meeting Information • Feb 19, 2025
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer

The shareholders of 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 Wednesday, 26 March 2025.
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 § 9 of the Articles of Association, the Board of Directors has resolved that shareholders may also exercise their voting rights at the Annual General Meeting by postal voting. Shareholders may thus choose to exercise their voting rights at the Annual General Meeting by physical participation or by postal voting. The Annual General Meeting will also be broadcast online via Swedbank's website, www.swedbank.com/AGM, but without the opportunity to vote or ask questions. No registration is required to follow the Annual General Meeting online.
Anyone wishing to participate in the Annual General Meeting by attending the meeting venue in person or by proxy must:
Notification of participation by attending the meeting venue must be made no later than 20 March 2025 in accordance with the following:
The notification shall include 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 you are 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 2025. Proxy forms are available on the bank's website at www.swedbank.com/AGM.
Anyone wishing to participate in the Annual General Meeting by postal voting, personally or by proxy must:
A special form shall be used for postal voting. The postal voting form is available on the bank's website www.swedbank.com/AGM and on Euroclear's website https://anmalan.vpc.se/EuroclearProxy.
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 2025. Shareholders may also, no later than 20 March 2025, 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 selecting one of the options specified in the form. If the shareholder has provided 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 on the postal voting form and at Euroclear's website 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 proxy 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 to the form.
Please note that anyone who wishes to attend the meeting venue 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 of participation only by postal voting is not sufficient for those who wishes 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 of participation or casting a postal vote - request that the shares be 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 2025. 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 rights registration that the shareholder has requested at such time that the registration has been completed by the nominee no later than 20 March 2025 will be accepted in the preparation of the share register.
Personal data obtained from the share register, notices of participation to 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 meeting minutes.
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.
b) Presentation of the Auditor's report for the bank and the group as well as the sustainability assurance report on the sustainability report for the financial year 2024
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; Annette Björkman, appointed by the owner group Sparbanksstiftelserna; Anders Oscarsson, appointed by AMF and AMF Funds; Magnus Tell, appointed by Alecta Tjänstepension; 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 76,322 million at the disposal to the Annual General Meeting, approximately SEK 24,396 million shall be distributed to holders of shares and that the balance, approximately SEK 51,926 million, shall be carried forward. The proposed total amount to be distributed to shareholders and the proposed total amount to be carried forward are based on total shares outstanding as of 31 December 2024 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 21.70 per share is proposed. The proposed record date for the dividend is 28 March 2025. With this record date, the dividend is expected to be paid through Euroclear on 2 April 2025.
The Nomination Committee proposes that the number of Board members, which shall be appointed by the Annual General Meeting, shall be eleven.
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:
New election of:
k) Rasmus Roos
All proposed members, except for Göran Bengtsson and Rasmus Roos, 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 election of the audit company Öhrlings PricewaterhouseCoopers AB for the period until the end of the Annual General Meeting 2026.
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 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 Directors' internal evaluation of the Board of Directors and each Board member's own evaluation of the Board of Directors' 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 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 of Directors. 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 take place.
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 is authorised by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) to conduct securities operations, including trading in financial instruments on its own account. Swedbank therefore needs to acquire its own shares in its securities operations in order to facilitate such operations. This is required, among other things, to enable the bank to:
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 period up until the Annual General Meeting 2026, 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 applicable to banks are, 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. There can therefore arise a need 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 on 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 items 20 a) and 20 b) on the agenda may have to repurchase own shares. As set out in the proposal referred to in item 20 c), the Board of Directors thus propose that own shares repurchased by the bank may be transferred free of charge and with deviation from the shareholders' preferential rights to entitled participants in general and individual share and performance-based remuneration programs adopted by the 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 2026, decide on acquisition of own shares in accordance with the following:
Banks have the possibility to use subordinated equity instruments, for instance in the form of convertibles, in order to fulfil parts of the capital requirements applicable to banks. 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. There can therefore arise a need 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. 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 on 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 markets 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 2026, decide on the issue of convertibles pursuant to the following:
In conformity with the previous year, the Board of Directors proposes that the Annual General Meeting resolves on a performance and share based remuneration program for 2025 comprising a general program with deferred variable remuneration in the form of shares ("Eken 2025") (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 2025") (see item 20 b)). The Board of Directors' proposals regarding Eken 2025 and IP 2025 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 2025 and IP 2025 are materially designed in the same way as the previous year's programs. Detailed conditions for Eken 2025 and IP 2025 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 2025 means that to the extent certain performance targets ("Performance Targets") are achieved during the financial year 2025 ("Performance Year") the participants in Eken 2025 (the "Participant" or the "Participants") may be allotted a variable remuneration in the beginning of 2026 (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, free of charge and automatically, receive one share in Swedbank ("Performance Share") in 2029 (or 2030 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 2028 (or 2029 for Material Risk Takers whose variable remuneration exceeds certain levels), and before the end of June.
Approximately 17,200 employees1 of the Swedbank Group (the "Group") are included in Eken 2025. Members of the Group Executive Committee ("GEC") are not included. Employees included by the individual program IP 2025 or in the individual program Asset Management 2025 ("IPAM 2025") and employees included by other cash based variable remuneration programs are, as a general rule, not included in Eken 2025 (information on Swedbank's share based incentive program IP 2025 is presented under item 20 b)).
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 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 leadership framework and values which includes all employees, 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 (where appropriate after a recalculation from local currency to SEK) and is 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 2025).
The total Share Performance Amount for the Participants in Eken 2025 is limited to approximately SEK 745 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 2026 (the "Translation Rate"), however, not lower than SEK 100 per share (the "Floor Price"). The Board of
1 Refers to Full Time Equivalent employees.
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.
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.
As a general rule, each Performance Right held by a Participant grants a conditional right to, free of charge and automatically, receive one Performance Share in 2029 (or 2030 for Material Risk Takers whose variable remuneration exceeds certain levels), after the publication of the year-end report for 2028 (or 2029 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 2025, 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 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 745 million, but the estimated cost for the Share Performance Amount amounts to approximately SEK 466 million. The maximum annual cost in the income statement is expected to be approximately SEK 179 million, but
the estimated annual cost in the income statement amounts to approximately SEK 112 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 7.5 million3 , 4 . If the Translation Rate hypothetically is assumed to be SEK 220 5 , 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 2024, considering that Swedbank held 6,686,779 own shares as of 31 December 2024.
The dilution is expected to have a marginal impact on the Group's key ratios, also when considering IP 2025 (according to the proposal under item 20 b)).
IP 2025 has been designed to encourage employees in positions of direct importance for creating long-term and sustainable shareholder and customer value to increase their efforts, to attract, retain and motivate the employees and to ensure that the bank's remuneration levels are competitive in each submarket, as well as to create long-term engagement by the employees and align their interests with the shareholders' interest.
In essence, IP 2025 means that to the extent certain performance targets ("Performance Targets") are achieved during the financial year 2025 (the "Performance Year"), the participants in IP 2025 (the "Participant" or the "Participants") may be allotted a variable remuneration in the beginning of 2026 (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, free of charge and automatically, 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 2027, the other part will be deferred and, therefore, received in 2030, 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
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.
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.
considered to encourage the performance are included in IP 2025. 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 or the CEO are entitled to decide on deviations from such conditions, both as general principles or in individual cases.
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 in the bank's performance development process, comprising both financial as well as operational factors, and an evaluation of a number of behaviours linked to the Group's leadership framework and values which include all employees, 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 2025 is limited to a maximum of approximately SEK 15 million.
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.
As a general rule, the initial cash portion is intended to be paid to the respective Participants during the first half-year of 2026 and payment of the deferred cash is intended to be made in 2029, after the publication of the year-end report for 2028.
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 2026 (the "Translation Rate"), however, not lower than SEK 100 per share (the "Floor Price"). The Board of Directors has the 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, free-of charge and automatically, 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 2027 and the deferred Performance Shares will be received in 2030 after the publication of the year-end report for 2029. For Material Risk Takers whose variable remuneration exceeds certain levels, the deferred Performance Shares will be received in 2031. 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 2025, and, secondly, the fulfilment of the conditions set out below (which shall be fulfilled during the qualification period):
the bank's, the relevant Group Company's and/or the Group's position shall not have deteriorated materially, and no apparent risk of such material deterioration shall exist.
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 15 million, but the estimated cost for the Share Performance Amount amounts to approximately SEK 9 million10.The maximum annual cost in the income statement is expected to be approximately SEK 4 million, but the estimated annual cost in the income statement amounts to approximately SEK 2 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 0.15 million11 , 12. If the Translation Rate hypothetically is assumed to be SEK 220 13 the total number of Performance Rights which may be allotted to the Participants amounts to a maximum of approximately 0.069 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 0.01 per cent in relation to the outstanding number of shares and votes as of 31 December 2024.
The dilution is expected to have a marginal impact on the Group's key ratios, also when considering Eken 2025 (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 2025 (Eken 2025 and IP 2025, and together referred to as "Program 2025") 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, free of charge, of own shares to entitled participants in Program 2025 and 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 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 2025 and actual allocation of Performance Rights to entitled participants in Previous Programs.
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 2025 and Previous Programs, in particular social security costs and other ancillary salary costs.
Considering that Swedbank held 6,686,779 own shares on 31 December 2024, a transfer of the maximum number of shares (18,000,000) 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 2024.
A resolution on transfer of shares according to above replaces previous Annual General Meeting's resolutions on transfer of repurchased shares free of charge 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 2025 and/or variable remuneration in the form of shares under IP 2025 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 2025 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 approves the Remuneration Report presented by the Board of Directors.
The shareholder Carl Axel Bruno proposes that the bank shall contribute to improving Finance Sweden's procedures for issuing new BankID so that each time a bank's computer system issues a new BankID, the banking system must capture the applicant's fingerprint, which then shall be verified against the Police's passport register before the BankID is issued, and that each time a terminal calls upon its BankID, the terminal's fingerprint reader should be activated.
The shareholder Carl Axel Bruno proposes that the bank shall contribute to BankID improving the security by ensuring that BankID simultaneously, and during the entry of a payment, verifies that the phone or computer is not being remotely controlled or hacked, by guaranteeing that the payment has been entered directly through the keystroke routines on the customer's own phone or computer, and that the payment otherwise is rejected.
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 8,084,621 shares are held by the bank itself.
A resolution in accordance with the Board of Directors' proposals under items 17 – 19 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 and the sustainability assurance report, 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 22 – 23 will be kept at Swedbank, the Board Secretary, Landsvägen 40, Sundbyberg, Sweden, no later than from and including 5 March 2025. 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 2025 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 2025 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.