Pre-Annual General Meeting Information • Oct 21, 2021
Pre-Annual General Meeting Information
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The shareholders of Skandinaviska Enskilda Banken AB (publ) are hereby given notice of the Extraordinary General Meeting to be held on 12 November 2021
Due to the ongoing pandemic, the Board of Directors of SEB has decided that the Extraordinary General Meeting (EGM) should be executed without physical presence of shareholders, proxies or external participants and that voting may only be done by post.
Shareholders who wish to attend the Extraordinary General Meeting shall
Shareholders whose shares are registered in the name of a custodian through a bank or through another authorised depositary must request to be temporarily registered in the shareholders' register of Euroclear in order to have the right to attend the Extraordinary General Meeting. Voting rights registered on 8 November 2021 will be taken into account. The shareholder must therefore contact the custodian well in advance of this day in accordance with the custodian's routines and request registration of voting rights. Please note that this requirement also applies to shareholders using SEB as depositary.
The Board of Directors has decided that shareholders shall be able to exercise their voting rights only by postal voting in accordance with section 22 of the Act (2020: 198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form must be used for the postal vote. The form for postal voting is available on SEB's website www.sebgroup.com/en and at SEB's head office, Kungsträdgårdsgatan 8 in Stockholm. Completed and signed forms for postal voting can be sent by mail to Skandinaviska Enskilda Banken AB (publ), c / o Euroclear Sweden, Box 191, 101 23 Stockholm or by e-mail to [email protected]. Complete forms must be submitted to SEB, c/o Euroclear, no later than 11 November 2021. Shareholders who are natural persons can also vote by electronic mail through verification with BankID via SEB's website
www.sebgroup.com/en or Euroclear's website https://anmalan.vpc.se/EuroclearProxy. The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.
Shareholders can vote at the Extraordinary General Meeting by proxy with written and dated Power of Attorney signed by the shareholder. A proxy must be attached to the postal voting form. Proxy forms are available on SEB's website www.sebgroup.com/en and at SEB's head office, Kungsträdgårdsgatan 8 in Stockholm. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
The shareholders are reminded of their right to receive information from the Board of Directors and the President in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen). A request for such information shall be made in writing to SEB no later than 2 November 2021, at the address of Skandinaviska Enskilda Banken AB (publ), Head of Investor Relations, 106 40 Stockholm, or by e-mail at [email protected]. The information will be made available by SEB by keeping it on SEB's website www.sebgroup.com/en and at SEB's head office, Kungsträdgårdsgatan 8 in Stockholm, no later than 7 November 2021. The information is also sent to the shareholders who requested it and stated their address.
The Board of Directors proposes Sven Unger, member of the Swedish Bar Association, as Chair of the meeting, or in the event of his absence, the one appointed by the Chair of the Board of Directors.
The Board of Directors proposes Charlotte Munthe Nilsson, Investor AB and Ossian Ekdahl, Första AP-fonden, or in the event of absence of one or both of them, the person(s) appointed by the Chair of the Board of Directors, to check the minutes of the meeting together with the Chair of the meeting. The assignment to check the minutes also include checking the voting list and that the received postal votes are correctly stated in the minutes of the meeting.
The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of SEB, based on the shareholders' meeting register and received postal votes, controlled and checked by the persons assigned to check the minutes.
SEB has maintained a strong capitalization throughout the Covid-19 pandemic. Due to circumstances caused by the pandemic, the Board of Directors proposed that no dividend should be made at the 2020 Annual General Meeting (AGM). For the 2021 AGM the Board of Directors proposed a dividend of SEK 4.10 per share, corresponding to 25% of the net profit for the years 2019 and 2020. The proposals were in accordance with the then prevailing recommendations from the Swedish Financial Supervisory Authority to restrict dividends and share repurchases. The 2020 AGM and 2021 AGM voted in accordance with the Board of Directors' proposals.
On 20 August, 2021, the Swedish Financial Supervisory Authority announced that it will not extend the recommendation to Swedish banks to restrict dividends and share repurchases beyond 30 September, 2021.
Against this background, the Board of Directors proposes a dividend of SEK 4.10 per share and 16 November, 2021 as record date for the dividend. If the meeting decides according to the proposal the dividend is expected to be distributed by Euroclear on 19 November, 2021.
A decision in accordance with the Board of Directors' proposal under item 7 requires that the decision is approved by shareholders representing more than half of the votes cast.
The Board of Directors' complete proposal is set out above. SEB's annual report and auditor's report for the financial year 2020, the Board of Directors' statement and report according to Chapter 18, Sections 4 and 6 of the Swedish Companies Act and the auditor's statement according to Chapter 18, Section 6 of the Companies Act are available on SEB's website www.sebgroup.com/sv and at SEB's head office, Kungsträdgårdsgatan 8 in Stockholm. The General Meeting share register is also available at SEB's head office. The documents will be sent to shareholders who request it and state their postal address. The documents are presented by keeping them available on SEB's website www.sebgroup.com/sv and at SEB's head office, Kungsträdgårdsgatan 8 in Stockholm.
SEB's share capital is SEK 21,942 million and the total number of shares and votes in SEB is 2,194,171,802 shares and 2,172,434,544.8 votes of which 2,170,019,294 shares are Class A-shares corresponding to 2,170,019,294 votes (1 vote per A-share) and 24,152,508 shares are Class C-shares corresponding to 2,415,250.8 votes (1/10 vote per C-share). SEB's holding of own shares is 28.043.462 Class A-shares.
Skandinaviska Enskilda Banken AB (publ), 502032-9081, registered in Stockholm, is the controller of the processing of personal data performed by SEB or its service providers in connection with the Extraordinary General Meeting. For information on how personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf
For questions about the Extraordinary General Meeting or to have the postal voting form sent by mail, please contact Euroclear Sweden AB on telephone 0771 23 18 18 (+46 771 23 18 18 outside Sweden).
Stockholm in October 2021
Skandinaviska Enskilda Banken AB (publ) (502032-9081)
THE BOARD OF DIRECTORS
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