Pre-Annual General Meeting Information • Feb 22, 2022
Pre-Annual General Meeting Information
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TRANSLATION
The shareholders in Swedbank AB are hereby given notice that the Annual General Meeting will be held at Folkets Hus, Barnhusgatan 12-14, Stockholm, at 11:00 am (CET) on Wednesday 30 March 2022.
Shareholders are welcome from 10:15 am (CET). Due to the ongoing pandemic, there will be no arrangements before the meeting.
As a service to non-Swedish speaking shareholders, the meeting will be simultaneously interpreted into English.
Pursuant to chapter 12 of Swedbank AB's Articles of Association, the Board of Directors has resolved that shareholders may exercise their voting rights at the Annual General Meeting by post. Shareholders may therefore choose to exercise their voting rights in person at the meeting, by proxy or through postal voting. The Board of Directors proposes that the Annual General Meeting is broadcasted over web link.
Those who wish to exercise their voting rights at the Annual General Meeting must:
• be recorded in the share register maintained by Euroclear Sweden AB ("Euroclear", the Swedish Central Securities Depository) on 22 March 2022 (the "Record Date"),
• give notice to the company of their intention to attend the Annual General Meeting according to the instructions under the heading "Notification of attendance in person or by proxy" or cast a postal vote according to the instructions under the heading "Instructions for postal voting" no later than 24 March 2022.
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 their attendance request that the shares be temporarily re-registered in their own name so that the shareholder is registered in Euroclear's share register as of the Record Date on 22 March 2022. Re-registration may be temporary (so-called voting rights registration) and requested from the nominee in advance in accordance with the nominee's routines. Voting right registration that the shareholder has requested and has been issued by the nominee no later than 24 March 2022 will be accepted in the preparation of the share register.
Shareholders who wish to attend the Annual General Meeting in person or by proxy must notify the company of this no later than 24 March 2022 either:
• in writing to Swedbank AB, "Annual General Meeting", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or
• at www.swedbank.com/AGM
In the notification, provide your name or company name, personal or organisation ID number, address, phone number and, if applicable, the number of persons attending with you (max two).
If attending by proxy or representative, a power of attorney, registration certificate or other authorisation document should be sent to the bank at the above address well in advance of the Annual General Meeting and preferably by 24 March 2022. Power of attorney forms are available on the bank's website at www.swedbank.com/AGM .
Confirmation of notification will be sent out after 24 March 2022.
A special form shall be used for postal voting. Postal voting form is available at Swedbank AB's website www.swedbank.com/AGM .
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, or by e-mail to [email protected] . The completed form must be received by Euroclear no later than 24 March 2022. Shareholders who are physical persons may also, on or before 24 March 2022, cast a postal vote electronically via verification with BankID on Euroclear's websitehttps://anmalan.vpc.se/EuroclearProxy .
The shareholder may not give instructions other than to mark one of the alternative answers on the form. If the shareholder has included special instructions or conditions on the form, or changed or made amendments to the pre-printed text, the postal vote will be considered invalid. Further instructions and conditions can 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. Power of attorney forms are available on Swedbank AB's website at www.swedbank.com/AGM . If the shareholder is a legal entity, a registration certificate or other authorisation document must be enclosed with the form.
Those who wish to withdraw a postal vote and instead cast their vote by participating in the Annual General Meeting in person or by proxy must notify the Annual General Meeting's secretariat before the meeting is opened.
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 Meeting and, where applicable, the minutes of the Meeting.
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-bolagsstammor-engelska.pdf
The addresses by the Chair of the Board of Directors and the CEO will be available, following the closing of the Meeting, at www.swedbank.com/AGM.
The Nomination Committee consists of Lennart Haglund, appointed by Sparbankernas Ägareförening and chairman of the Nomination Committee, Ylva Wessén, appointed by the owner-group Folksam; Hans Sterte, appointed by Alecta; Anders Oscarsson, appointed by AMF and AMF Investment Funds; Annette Björkman, appointed by the owner-group Sparbanksstiftelserna and Göran Persson, Chair of the Board of Directors of Swedbank AB (publ).
The Nomination Committee proposes that Lawyer (Sw. advokat) Wilhelm Lüning is elected Chair of the Annual General Meeting.
It is proposed that the voting list is the voting list established by Euroclear, based on the Annual General Meeting share register, shareholders notified and present at the AGM and received postal votes.
The Board of Directors proposes Ulrika Danielsson (Andra AP-fonden) and Emilie Westholm (Folksam), to persons to verify the minutes of the meeting.
The Board of Directors proposes that of the amount approximately SEK 59,343mn at the disposal of the Annual General Meeting, approximately SEK 12,632mn is distributed as dividend to holders of shares and the balance, approximately SEK 46,711mn, is carried forward. The proposed total amount to be distributed and the proposed total amount to be carried forward, are based on all shares outstanding as of 31 December 2021 and could be changed in the event of additional share repurchases or if treasury shares are disposed of before the record day.
A dividend (ordinary) of SEK 9.25 for each share is proposed. In addition, an extra dividend of SEK 2 per share. Altogether, the Board of Directors proposes that the Annual General Meeting decides on a total dividend of SEK 11.25 per share for the Financial year 2021. The proposed record date is 1 April 2022. With this record date, the dividend is expected to be paid through Euroclear on 6 April 2022.
The auditors recommend the General Meeting that the members of the Board of Directors and the CEO be discharged from liability for the financial year 2021.
The resolution on discharge from liability shall be made by separate, individual decisions for each member of the Board and the CEO 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 twelve.
The Nomination Committee proposes, for the period until the close of the next Annual General Meeting, to raise the remuneration, calculated on an annual basis, for the Board of Directors as follows:
Remuneration shall only be payable to board members elected by the General Meeting.
The Nomination Committee proposes that the auditor's fee shall, as previously, be payable by approved account.
The Nomination Committee proposes, for the period until the close of the next Annual General Meeting:
Election of
Re-election of
All proposed members, except Bo Bengtsson and Göran Bengtsson are, in the opinion of the Nomination Committee, considered as independent in relation to the bank and the management of the bank. 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.
The Nomination Committee proposes the following principles on how the Nomination Committee shall be appointed.
• The Nomination Committee shall consist of six members. The members shall consist of the Chair of the Board of Directors and five members appointed by the five shareholders who wish to appoint a member and who have the largest holding in the bank based on shareholdings known on the last banking day in August 2022. If one of the five largest shareholders refrains from appointing a member, the right to appoint a member passes on to the next shareholder in terms of holdings, and who has not already appointed a member to the Nomination Committee. The right to appoint a member shall pass on until the Nomination Committee is complete.
The members of the Nomination Committee are to promote the common interests of all shareholders. Committee members are not to reveal the content and details of nominations discussions unduly. Before accepting the assignment, each member of the nomination committee is to consider carefully whether there is any conflict of interest or other circumstance that makes membership of the nomination committee inappropriate.
The duties of the Nomination Committee shall be, where applicable, before a coming General Meeting submit proposals for decisions regarding:
With regards to the bank's business, development phase and expected future direction, the Board of Directors shall have an appropriate composition, characterized by diversity and width regarding the competence, experience and background of the members of the Board of Directors elected by the Annual General Meeting.
Furthermore, in accordance with current laws and regulations, the members of the Board of Directors must be responsible in financial matters and have relevant knowledge and practical experience in order to lead 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 to find suitable candidates, 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 review the Chair of the Board of Director's internal Board evaluation and the Board members' own evaluations 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 in force at any given time and adopt instructions for suitability assessment.
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 nomination of a candidate to the Annual General Meeting, the Nomination Committee shall assess the suitability of the candidate, partly on the basis of an overall assessment of the composition of the Board of Directors as a whole, and partly on the basis of 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 characterized 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, meaning 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 shareholders' meeting on the election of the auditor is to 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 participated in the audit committee's selection process if the company is obliged to have such a procedure.
The Nomination Committee has the right, at Swedbank's expense, to engage a recruitment consultant or other external consultants whom the Nomination Committee considers necessary to fulfil its task.
The nomination committee is to issue a statement explaining its proposals regarding the Board of Directors with regard to the requirements in this instruction concerning the composition of the board. The committee is to provide specific explanation of its proposals with respect to the requirement to
strive for gender balance. The statement is also to include an account of how the nomination committee has conducted its work and a description of the diversity policy applied by the nomination committee in its work.
The nomination committee's proposals and reasoned opinion shall be communicated to the Bank in such time that it can be presented in the notice of the shareholders' meeting where the elections of board members or auditors are to be held as well as on the company's website.
At the shareholders' meeting where the election of board members or auditors is to be held, the Chairman of the Nomination Committee, or a person appointed by the Chairman, is to present and explain its proposals.
The Nomination Committee shall also otherwise consider the Swedish Code of Corporate Governance in the performance of its assignment.
The Board of Directors proposes mainly the following guidelines for remuneration to top executives.
Top executives refer to the bank's Board of Directors, the CEO, the deputy CEO, and the executives who are members of the Group Executive Committee.
Remuneration to and other terms of employment for top executives shall be designed so that they (i) are consistent with and promote effective risk management and counteract excessive risk-taking and (ii) ensures access to executives with the competence that the bank needs. The guidelines shall be applied in relation to every commitment on remuneration to top executives and every change in such commitment. The Remuneration Committee shall each year prepare the Board of Directors' proposal on guidelines. Based upon the Remuneration Committee's recommendation, the Board of Directors shall at least every fourth year or upon material changes to the guidelines make a proposal on guidelines to be resolved by the AGM. The Board of Directors may resolve to temporarily deviate from the guidelines, in whole or in part, if in a specific case there is special cause for the deviation and a deviation is necessary to serve the bank's long-term interests, including sustainability, or to ensure the bank's financial viability.
In the preparation of the Board of Directors' proposal for the guidelines, remuneration and employment conditions for employees of the bank have been taken into account when evaluating whether the guidelines and limitations set out herein are reasonable.
Remuneration may consist of the components: fixed remuneration in the form of base salary, benefits and pension and variable remuneration. Variable remuneration shall be relevant and reasonable in relation to total remuneration. The guidelines include each remuneration component's maximum share in relation to the base salary. Each top executive shall receive a base salary and may be entitled to both general benefits that are offered to all employees and extra benefits. Pension benefits shall generally be granted in accordance with rules, collective agreements (which may include a right to early retirement pension), and practice in the country where each respective top executive is permanently resident.
Pension benefits may be defined benefit according to collective agreements and/or defined contribution and are vested once they have accrued. The Board of Directors shall annually decide on a cap on the pensionable income. Employment agreements between the bank and top executives generally apply until further notice. If the bank terminates the employment, the notice period may not exceed 12 months. In addition, severance pay can be paid during maximum 12 months. When termination is made by the top executive, the notice period may not exceed six months and may not include any right to severance pay.
The General Meeting may – irrespective of these guidelines – resolve on variable remuneration in the form of shares under incentive programs. Such programmes that have been resolved on by the General Meeting falls outside of the scope of the guidelines and are consequently excluded from these guidelines. Top executives may in exceptional cases be granted variable remuneration which is not part of an incentive program, for example a sign-on bonus or retention bonus. Such exceptional variable remuneration shall be dependent on the extent to which certain predefined performance targets have been satisfied and that the bank has a sound and strong capital base. Furthermore, the variable remuneration shall be paid out in accordance with the bank's remuneration policy and external regulations and may not exceed 100% of the fixed remuneration per individual.
Remuneration for top executives under employments subject to other rules than Swedish must be duly adjusted to comply with mandatory rules and may be duly adjusted to comply with established local practice, taking into account, to the extent possible, the overall purpose of the guidelines.
The Board of Directors proposes that the AGM resolves to permit the bank to acquire its own shares to its so called trading book, in accordance with Chapter 7, Section 6 of Securities Markets Act, to the extent that the total holding of such shares at any given time does not exceed one (1) percent of the total number of shares in the bank during the time up until the AGM in 2023 in order to facilitate the bank's securities operations, subject to approval by the Swedish Financial Supervisory Authority of such acquisitions.
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, for the period until the Annual General Meeting in 2023, to resolve on acquisitions of the bank's own shares, as follows.
The conditions for the bank's business as well as the external conditions are constantly changing. Hence, it may become desirable to increase or decrease the capital base or change the composition between Common Equity Tier 1 capital and other capital, for example by repurchase of the bank's own shares, issue of loans eligible for inclusion in its capital base or a combination of different measures.
Against this background, the proposal on a buyback-authorisation is justified as one of several measures to give the Board of Directors the ability to continuously adapt the bank's capital structure to existing capital needs and to fulfil its obligations in accordance with item 20 a) and 20 b) in proposed agenda.
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, for the period until the Annual General Meeting in 2023, to resolve on the issuance of convertibles as follows.
The aim of the authorisation to issue convertibles is to provide flexibility and the possibility for the Board to optimise the bank's capital structure. Further, the conditions for the bank's business as well as the external circumstances are constantly changing. The need can, therefore, arise to increase or reduce the capital base 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 capital base or a combination of different measures. Subordinated convertibles that qualify as core capital ("Additional Tier 1") in the capital base entail obligatory 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 owners themselves. Subordinated capital instruments that can form part of supplementary capital ("Tier 2 capital") in the capital base may also be issued on similar terms.
Convertibles issued by virtue of the authorization are mainly sought by debt investors on the Swedish and international capital markets and therefore have to be offered to the market both with and without deviation from the shareholders' preferential rights. The purpose of this proposal is for the bank, without convening an Annual General Meeting of Shareholders, through decision by the Board of Directors, to be able to issue convertibles if considered necessary to comply with regulatory requirements and in order to effectively manage the capital structure.
In conformity with previous years, the Board of Directors has decided on a performance and share based remuneration program for 2022 comprising a common program with deferred variable remuneration in the form of shares ("Eken 2022") (see item 20 a)) and an individual program ("IP 2022") with variable remuneration in two parts, cash and variable remuneration in the form of shares (see item 20 b)). Some adjustments have been made as regards Eken 2022, it is, e.g., proposed that the allotment of the Share Performance Amount shall be the same percentage on the base salary for all eligible participants. Eken 2022 and IP 2022 are, otherwise, in large parts designed in the same manner as the programs of the previous year. The Board of Directors' decision on Eken 2022 and IP 2022 are made, and as far as it relates to variable remuneration in the form of shares, subject to the Annual General Meeting's subsequent approval.
Detailed conditions for Eken 2022 and IP 2022 are found in the proposals.
Eken is a tool with incentives to achieve success together by realizing Swedbank's strategic direction and creating long-term value for our customers and shareholders. An important part of this is to work for sustainable profitability and growth for Swedbank with a target of 15 percent return on equity. In essence, Eken 2022 means that to the extent certain performance targets ("Performance Targets") are achieved during the financial year 2022 ("Performance Year") the participants in Eken 2022 ("Participant or Participants") are awarded a variable remuneration in the beginning of 2023 ("Share Performance Amount"), which is intended to be allotted in the form of conditional, non-transferable rights ("Performance Rights"). Each Performance Right carries a right to receive in 2026 automatically and at no cost one share in Swedbank ("Performance Share"). For Participants who have been identified as material risk takers and whose variable remuneration exceeds certain levels each Performance Right carries a right to receive in 2027, after the publication of the year-end report for
2026, automatically and at no cost, one Performance Share. For Participants who have been identified as material risk takers and whose variable remuneration exceeds certain levels, the Performance Shares may be subject to further restrictions of disposal or deferral periods to comply with external regulatory or other requirements.
Approximately 16.500 employees of the Swedbank Group (the "Group") are included. Members of Swedbank´s Group Executive Committee ("GEC") are not included in Eken 2022. Employees included in the individual program 2022 ("IP 2022") or in the individual program Asset Management 2022 ("IPAM 2022") and employees included in other cash based variable remuneration programs are as a general rule not included in Eken 2022. Companies that are excluded, are amongst others, the joint venture company Entercard and PayEx. Employees working within the Group with any of these companies may be included.
Participants that in the course of the duration give or receive notice to leave, or due to any other reason ceases to be employed by a Eken-eligible company in the Group, will not, as a general rule, have the right to continue to participate. The Board of Directors' Remuneration Committee ("Remuneration Committee") or the CEO (normally via GEC) are entitled to decide on deviations from the demarcations above both as general principles or in individual cases.
The allotment of the Share Performance Amount, i.e. the outcome for each Participant is dependent on the extent to which the Performance Targets are achieved. The Performance Targets are measured during the Performance Year and are, for the majority of the Participants, determined based on (i) the profit after tax, adjusted for capital costs and risks, for the Group, (ii) the fulfilment of 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 level 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 authorized by the Board of Directors. The result of the assessment may be (i) that the total allotment is limited and/or (ii) that the performance targets on an individual level have not been fulfilled. Consequently, there is no automatic right to allotment of any Share Performance Amount.
The maximum Share Performance Amount for an individual Participant (where appropriate after a recalculation from local currency to SEK at the exchange rate on 31 December 2022) is limited to 1.6 months' salary for an individual Participant employed in Estonia and Latvia, 1.28 months' salary for an individual Participant employed in Lithuania and 0.8 months' salary for an individual Participant employed in another country, in both cases in relation to the agreed base salary for the Performance Year (as of December 2022). However, the maximum Share Performance Amount for an individual Participant shall not exceed SEK 100.000.
The total Share Performance Amount for the Participants in Eken 2022 is limited to approximately SEK 580m.
The Share Performance Amount is converted into a number of Performance Rights, 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 2023 (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 equity market for recalculation in such events.
The total number of Performance Rights that may be allotted to the Participants amounts to a maximum of approximately 5.8m, which equals the quotient of (a) the highest aggregate Share Performance Amount for all Participants, divided by (b) the Floor Price. If the Translation Rate
hypothetically is assumed to be SEK 185, the total number of Performance Rights which may be allotted to the Participants amounts to a maximum of approximately 3.1m.
A Performance Right does not carry any right to dividends or other shareholders' 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.
In order for a Performance Right to entitle to receive a Performance Share at no cost, the Performance Targets shall still be deemed to have been achieved to the same extent as at the time of the allotment. In addition, the results and performances which formed the basis for the allotment of the Performance Rights shall be found sustainable in a long-term perspective and the outcome shall still appear justified with regard to the financial situation of the bank, the employer and/or the Group. Further, the outcome shall still appear justified with regard to (a) the results of the bank, the employer and/or the Group, (b) the results of the relevant business area or function, and (c) the result of the relevant Participant. The outcome shall also appear reasonable with regard to other relevant circumstances and the bank's, the employer's and/or the Group's position shall not have materially deteriorated, and no apparent risk of such material deterioration shall exist.
The Board of Directors, or the Remuneration Committee after authorization 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 on Group level and business area level.
In the Group's financial accounting, the total Share Performance Amount will normally be recognized 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 580m, which corresponds to approximately 0.3 per cent of Swedbank's market value as of 31 January 2022. The estimated cost for the Share Performance Amount amounts to approximately SEK 220m, which corresponds to approximately 0.1 per cent of Swedbank's market value as of 31 January 2022.
The maximum annual cost in the income statement is expected to be approximately SEK 140m. The estimated annual cost in the income statement amounts to approximately SEK 50m.
The total number of Performance Rights which may be allotted to the Participants amounts to a maximum of approximately 5.8m. If the Translation Rate hypothetically is assumed to be SEK 185 the total number of Performance Rights which may be allotted to the Participants amounts to a maximum of approximately 3.1m.
The bank's maximum commitment, if hedged by way of a transfer of own shares, results in a total dilution of not more than approximately 0.5 per cent in relation to the outstanding number of shares and votes as of 31 December 2021.
The dilution is expected to have a marginal impact on the Group's key ratios, also when considering IP 2022 (according to the proposal under Item 20 b)).
In essence, IP 2022 means that to the extent certain performance targets ("Performance Targets") are achieved during the financial year 2022 (the "Performance Year") the participants in IP 2022 (the "Participant" or the "Participants") can be allotted a variable remuneration in the beginning of 2023 (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, at the end of a retention period, ultimately receive; automatically and at no cost, one share in Swedbank ("Performance Share"). One part of the Performance Shares will be received during the first half-year of 2024 and one part will be deferred and therefore will be received in 2027. For Participants who have been identified as material risk takers and whose variable remuneration exceeds certain levels, this deferral period will be at least five years. The deferral period includes restrictions on disposal which may apply in order to comply with external regulatory requirements.
Approximately 360 employees in the Swedbank-Group (the "Group") are included in positions where the individual performance is deemed to be of direct importance for creating revenues and where variable remunerations are assumed to encourage the performance. Members of Swedbank´s Group Executive Committee ("GEC") are not included in IP 2022. Companies that are excluded are amongst others Swedbank Robur Fonder, the joint venture company Entercard and PayEx. Employees working within the Group with any of these companies may be included.
Participants that during the qualification period give or receive notice to leave or due to any other reason ceases to be employed by an IP-eligible company in the Group will not, as a general rule, have the right to continue to participate. However, these restrictions are removed when the retention period starts. Participants who enter leave of absence, parental leave, sick leave or similar during the Performance Year and remain employed have the right to continue to participate, subject to individual adjustments of the terms and conditions. Participants who have received allotment of the Gross Performance Amount and, thereafter, enter leave of absence, parental leave, sick leave or similar and remain employed or retire, have the right to continue to participate. The Board of Directors' Remuneration Committee (the "Remuneration Committee") or the CEO (normally via GEC), may deviate from the distinctions above, both as general principles or in individual cases.
The allotment of the Share Performance Amount, i.e. the outcome for each Participant is dependent on the extent to which the Performance Targets are achieved. The Performance Targets are measured during the Performance Year and are, for the majority of the Participants, determined based on (i) the profit after tax, adjusted for capital costs and risks, for the Group, (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 attitude, (iii) the 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 evaluation of a number of behaviours linked to the Group's values – open, simple and caring, and (iv) risk assessment which may be made at Group level 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 authorized by the Board of Directors. The result of the assessment can be that the total allotment is limited. Consequently, there is no automatic right to allotment of any Gross Performance Amount.
The maximum Gross Performance Amount is individually predetermined for each Participant. The Gross Performance Amount shall not exceed 100 per cent of the yearly fixed remuneration for each individual.
For each Participant, who is defined as a material risk taker, the Gross Performance Amount is as a main rule divided into an upfront allotment (normally 60 per cent) and deferred allotment (normally 40 per cent). Both the upfront 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 in Performance Rights. For non-material risk takers, the Gross Performance Amount is normally fully paid out in cash.
The total Share Performance Amount for all Participants in IP 2022 is limited to a maximum of approximately SEK 100m.
As a general rule, the upfront cash portion is intended to be paid to the respective Participants during the first half-year of 2023 and the deferred cash portion in 2026.
The Share Performance Amount is converted into a number of Performance Rights, 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 2023 (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 equity market for recalculation in such events.
The total number of Performance Rights that may be allotted to the Participants amounts to a maximum of approximately 1.0m, which equals the quotient of (a) the highest aggregate Share Performance Amount for all Participants, divided by (b) the Floor Price. If the Translation Rate hypothetically is assumed to be SEK 185 the total number of Performance Rights which may be allotted to the Participants amounts to a maximum of approximately 0,5m.
The deferred portion of the Performance Rights will be subject to a four years deferral period comprised of a three years qualification period with a following retention period of one year. The upfront Performance Rights are subject to a one-year retention period. For Participants who have been identified as material risk takers and whose variable remuneration exceeds certain levels the qualification period amounts to four years.
A Performance Right does not, during the qualification period, carry any right to dividends or other shareholders' rights. During the retention period dividends may be paid to the extent permitted in accordance with applicable regulatory requirements.
In order for a Performance Right to entitle to receive a Performance Share at no cost, the Performance Targets shall still be deemed to have been achieved to the same extent as at the time of the allotment. In addition, the results and performances which formed the basis for the allotment of the Performance Rights shall be found sustainable in a long-term perspective with regard to the financial situation of the bank, the employer and/or the Group and the outcome shall still appear justified with regard to the financial situation of the bank, the employer and/or the Group. Further, the outcome shall still appear justified with regard to (a) the results of the bank, the employer and/or the Group, (b) the results of the relevant business area or function, and (c) the result of the relevant Participant. The outcome shall also appear reasonable with regard to other relevant circumstances and the bank's, the employer's and/or the Group's position shall not have materially deteriorated, and no apparent risk of such material deterioration shall exist.
The Board of Directors, or the Remuneration Committee after authorization 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 foregoing conditions are fulfilled on Group level and business area level.
In the Group's financial accounting, the total Share Performance Amount will normally be recognized as employee costs in the income statement during the accrual period which in the accounts is considered to correspond to the duration.
The maximum costs for the Share Performance Amount amounts to approximately SEK 100m, which corresponds to approximately 0.05 per cent of the bank's market value as of 31 January 2022. The estimated cost for the Share Performance Amount amounts to approximately SEK 61m, which corresponds to approximately 0.05 per cent of the market value as of 31 January 2022.
The maximum annual cost in the income statement is expected to be approximately SEK 25m. The estimated annual cost in the income statement amounts to approximately SEK 15m.
The total number of Performance Rights which may be allotted to the Participants amounts to a maximum of approximately 1.0m. If the Translation Rate hypothetically is assumed to be SEK 185 the total number of Performance Rights which may be allotted to the Participants amounts to a maximum of approximately 0.5m.
The bank's maximum commitment, if hedged by way of a transfer of own shares, results in a total dilution of not more than approximately 0.1 per cent in relation to the outstanding number of shares and votes as of 31 December 2021.
The dilution is expected to have a marginal impact on the Group's key ratios, also when considering Eken 2022 (according to item 20 a)).
As set out in the Board of Directors' resolutions on Eken 2022 and IP 2022 respectively (jointly referred to as "Program 2022") the Board of Directors proposes that Swedbank's commitment under Program 2022, and previous common and individual performance and share based remuneration programs within the Swedbank Group, resolved by or adopted subject to subsequent approval by a General Meeting of Shareholders' of Swedbank ("Previous Programs"), is to be secured by transferring, without consideration and with deviation from the Shareholders' preferential rights, own shares to eligible participants in Program 2022 and Previous Programs.
The Board of Directors' proposal consists of transfer of own shares partly, without consideration, to entitled participants under Program 2022 and Previous Programs, directly or where applicable through the bank's subsidiaries or an external party engaged for this purpose and partly at Nasdaq Stockholm if the Board of Directors deems it appropriate, to cover certain costs, in particular social security costs and ancillary salary costs.
No more than 15 000 000 shares in aggregate (or such adjusted higher number of shares which may be a result of a bonus issue, share split or corresponding corporate event) may be transferred in accordance with the above. Considering that Swedbank held 10 570 929 own shares on 31 December 2021, a transfer of the maximum amount of shares (15 000 000) would result in a total dilution of approximately 0.9 per cent in relation to the outstanding number of shares and votes as of 31 December 2021.
The Board of Directors' proposal as per above is conditional upon the resolution of the Board of Directors regarding Eken 2022 and/or variable remuneration in the form of shares under IP 2022 having been approved by the Annual General Meeting.
If the Annual General Meeting does not approve the proposal as per above, the Board of Directors may alternatively hedge the bank's commitment to deliver shares, in whole or in part, for Program 2022 by way of an agreement (equity swap agreement, certificate or similar) with a financial institution engaged for this particular purpose, which according to such agreement will in its own name acquire and transfer Swedbank shares to the Participants.
The Board of Directors proposes that the Annual General Meeting approves the Board of Directors' report on paid and outstanding remuneration for top executives.
Shareholder Carl Axel Bruno proposes that the Annual General Meeting resolves "that Swedbank corrects the software in its central computers, so that the software at each login checks that the customer computer's hardware address for the serial interface to the Internet is matched to the
The shareholder Tommy Jonasson proposes that the general meeting shall instruct the board to participate in the establishment of an integration institute with operations in the Öresund region (Landskrona - Copenhagen) and to allocate SEK 10,000,000 (ten million) of the year's profit for this purpose.
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 9 582 918 shares are held by the bank itself.
Approval of the Board of Directors' proposal according to items 17–19 requires that the Annual General Meeting's resolution is supported by shareholders representing at least two thirds of the votes cast and shares represented at the Meeting. Approval of the Board of Director's proposal according to item 20 c) requires that the Annual General Meeting's resolution is supported by shareholders representing at least nine tenths of the votes cast and shares represented at the Meeting.
The accounts and auditor's reports, the complete proposals of the Board of Directors in respect of items 9 and 16–20, the Board of Director's statements pursuant to items 9, 17 and 18, the statement from the bank's Auditor according to Chapter 8, Section 54 of the Swedish Companies Act, the remuneration report, the complete proposals of the Nomination Committee and matters submitted by shareholders in respect of items 22 and 23, will be made available at Swedbank, the Board Secretary, Landsvägen 40, Sundbyberg, no later than from and including 9 March 2022. 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 9 March 2022 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 believes 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 2022 Swedbank AB (publ) The Board of Directors
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