Pre-Annual General Meeting Information • Oct 1, 2021
Pre-Annual General Meeting Information
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The shareholders of Swedbank AB, corporate identification no. 502017-7753, are hereby notified of an Extraordinary General Meeting (EGM) on Thursday 28 October 2021.
Due to the ongoing pandemic, the Board of Directors has decided that the EGM should be executed without physical presence of shareholders, proxies or external participants and that voting may only be done by post prior to the EGM.
Information about the decisions by the EGM will be disclosed on 28 October 2021, as soon as the outcome of the postal voting has been compiled.
Shareholders who wish to participate through postal voting in the EGM shall be recorded in the share register maintained by Euroclear Sweden AB ("Euroclear", the Swedish Central Securities Depository) as of 20 October 2021 (the "Record Date"), and give notice of their attendance by submitting a postal vote in accordance with the instructions set out under the heading "Postal voting" below in such manner that the postal vote has been received by Euroclear Sweden AB on 27 October 2021, at the latest.
Please note that notification to the EGM can only be made through postal voting.
Shareholders whose shares are nominee-registered through a bank or through another authorised depositary, e.g., whose shares are in a custody account, must – in addition to giving notice by submitting a postal vote – request that the shares be temporarily re-registered in their own name in such manner that the shareholder is registered in the share register kept by Euroclear as of the Record Date on 20 October 2021. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee's routines, request that the nominee make such registration in such time in advance decided by the nominee. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than 22 October 2021 will be considered in the preparation of the share register.
As mentioned above, the Board of Directors has decided that shareholders should only be allowed to exercise their voting rights through 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 should be used for the postal voting. The postal voting form is available on Swedbank AB's webpage www.swedbank.com/EGM . A postal voting form can also be obtained by regular mail if requested by a shareholder via telephone +46 8 402 90 60.
A completed and signed postal voting form shall be submitted by post to Swedbank AB, "EGM", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm or by e-mail to [email protected]. A completed form must be received by Euroclear on 27 October 2021, at the latest. Shareholders who are natural persons may also, on or before 27 October 2021,
cast their postal votes electronically through verification with BankID via Euroclear Sweden AB's website https://anmalan.vpc.se/EuroclearProxy.
The shareholder may not provide any other instructions than marking one of the response alternatives in the postal voting form. If the shareholder has included special instructions or conditions, or supplemented or amended the pre-printed text, the postal vote will be invalidated. Further instructions and terms are set out in the postal voting form and on https://anmalan.vpc.se/EuroclearProxy.
If a shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. If the shareholder is a legal entity, a registration certificate or another authorisation document must be attached to the form. Power of attorney forms are available on the bank's website at www.swedbank.com/EGM.
Personal data obtained from the share register, notices of attendance at the EGM and information on proxies will be used for registration, preparation of the voting list for the EGM and, where applicable, the minutes of the EGM.
For information about how your personal data is processed, please refer to the Privacy Policy available on Euroclear's website https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.
The Board of Directors proposes Wilhelm Lüning, member of the Swedish Bar Association, as chairman of the EGM or, in the event he is prevented from participating, the person appointed by the Board of Directors.
The Board of Directors proposes Peter Lundkvist (Tredje AP-fonden), and John Hernander (Nordea Asset Management), or, if one or both of them are prevented from participating, the person(s) designated by the Board of Directors, as persons to, together with the chairman, verify the minutes. Also, such
assignment includes verifying the voting list and that received postal votes are correctly reflected in the minutes.
The voting list that is proposed to be approved is the voting list prepared by Euroclear, based on the general meeting share register and received postal votes, and controlled and verified by the persons elected to verify the minutes.
Due to the then prevailing circumstances caused by the Covid-19 pandemic, the Board of Directors decided to propose that a decision on dividend should not be made at the AGM on 28 May 2020 and that the total amount that was available for distribution should be carried forward. The AGM decided in accordance with the Board of Directors' proposal. At the same time, the Board of Directors informed its intention to, when the effects of the Covid-19 pandemic could be better determined and if the conditions were appropriate, convene an EGM at which the shareholders would be able to decide on dividend.
On 18 December 2020, the Swedish Financial Supervisory Authority (the "SFSA") stated that it, in light of the economic uncertainty caused by the Covid-19 pandemic, expected that, inter alia, banks should be restrictive with dividends and share buybacks up until 30 September 2021. Furthermore, the SFSA stated that the total dividends from and buybacks by the banks should, up until such date, therefore not exceed 25 per cent of the aggregate net earnings for the two financial years 2019 and 2020.
After having evaluated the bank's financial position, the effects of the pandemic and the SFSA's recommendation, the Board of Directors proposed that an EGM on 15 February 2021 should decide on a dividend of SEK 4.35 per share, corresponding to approximately 25 per cent of the net earnings for the financial year 2019, and that the AGM on 25 March 2021 should decide on a dividend of SEK 2.90 per share, corresponding to approximately 25 per cent of the net earnings for the financial year 2020. The two general meetings decided in accordance with the Board of Directors' proposals.
Now, when the Covid-19 pandemic's consequences can be further overviewed, and the SFSA has informed that it will not extend its recommendation regarding dividends beyond 30 September 2021, the Board of Directors proposes a dividend of SEK 7.30 per share, corresponding to an additional 25 per cent of the net earnings for the financial years 2019 and 2020. 1 November 2021 is proposed as record date for the dividend. With such record date, the dividend is expected to be paid through Euroclear on 4 November 2021.
As of 31 December 2020, the parent company's unrestricted equity amounted to approximately SEK 72,561million. At the EGM on 15 February 2021, it was decided to pay approximately SEK 4,871 million in dividend and at the AGM on 25 March 2021, it was decided to pay approximately SEK 3,252 million in dividend. No further decisions on value transfers have been made and no changes have occurred in the parent company's restricted shareholders' equity after 31 December 2020. Accordingly, in accordance with Chapter 17, Section 3 Paragraph 1 of the Companies Act, the amount available for distribution is approximately SEK 64,437 million.
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 10,571,739 shares are held by the bank itself.
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 proposals are set out above. The bank's annual report and audit 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 at Swedbank, the Board Secretary, Landsvägen 40, Sundbyberg and on the bank's website http://www.swedbank.com/EGM. The documents will be sent to shareholders who so request and provide their postal address.
The documents are presented by being made available at the bank and on the bank's website.
After the EGM, the general meeting share register will be available at Swedbank, the Board Secretary, Landsvägen 40, Sundbyberg.
The Board of Directors and the CEO shall, if a shareholder so requests and 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 that may affect the assessment of a matter on the agenda or the bank's relationship with other companies within the group. Written requests to receive such information should be received by the bank ten days before the EGM, i.e. on 18 October 2021, at the latest, and can be sent to Swedbank AB (publ), the Board Secretary, 105 34 Stockholm or by e-mail to [email protected]. Requested information will be made available on the bank's website www.swedbank.com/EGM and at the bank's main office on Landsvägen 40 in Sundbyberg on 23 October 2021, at the latest. The information will also be sent to the shareholder that requested it and has provided its address.
Stockholm in October 2021 Swedbank AB (publ) The Board of Directors
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