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Swedbank A

Pre-Annual General Meeting Information Feb 21, 2024

2978_rns_2024-02-21_9261231a-a054-4a99-8abf-cd3ea161e3a6.pdf

Pre-Annual General Meeting Information

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Welcome to Swedbank's Annual General Meeting on 26 March 2024

The shareholders in Swedbank AB (publ) are hereby given notice that the Annual General Meeting will be held at Cirkus (Cirkusscenen), Djurgårdsslätten 43-45, Stockholm, at 11:00 am (CET) on Tuesday, 26 March 2024.

Shareholders are welcome for registration from 09:30 am (CET). Light refreshments will be offered before the Annual General Meeting.

The Annual General Meeting will be simultaneously interpreted to English.

Pursuant to article 12 of the Articles of Association of Swedbank AB (publ) ("Swedbank"), the Board of Directors has resolved that shareholders may also exercise their voting rights at the Annual General Meeting by postal voting. Shareholders may therefore choose to exercise their voting rights at the Annual General Meeting by physical participation, by proxy or by postal voting. The Board of Directors proposes that the Annual General Meeting is broadcasted on Swedbank's website, www.swedbank.com/AGM.

Right to attend the Annual General Meeting and notice

Participation by attending the meeting venue

Anyone wishing to participate in the Annual General Meeting by attending the meeting in person or through a representative must:

  • be recorded in the share register maintained by Euroclear Sweden AB ("Euroclear") as per 18 March 2024, and
  • give notice of their intention to attend the Annual General Meeting, in accordance with the instructions below, no later than 20 March 2024. This means that registration only by postal voting is not sufficient for those who wish to attend the meeting venue in person.

Notification of participation by attending the meeting venue must be made to the bank no later than 20 March 2024 in accordance with the following:

  • by post to Swedbank AB, "Annual General Meeting", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden,
  • by phone +46 8 402 90 60, or.
  • at www.swedbank.com/AGM.

The notification must state name or company name, personal identification number or corporate registration number, address, phone number and, if applicable, the number of persons attending with you (maximum two persons).

If attending by proxy or representative, a power of attorney, registration certificate or other authorisation documents should be sent to the bank at the above address well in advance of the Annual General Meeting and preferably no later than 20 March 2024. Power of attorney forms are available on the bank's website at www.swedbank.com/AGM.

Participation through postal voting

Anyone wishing to attend the Annual General Meeting by postal voting, personally or by a proxy must:

  • be recorded in the share register maintained by Euroclear as per 18 March 2024, and
  • give notice by casting their postal vote in accordance with the instructions below, so that the postal vote is received by Swedbank, c/o Euroclear no later than 20 March 2024.

A special form shall be used for postal voting. The postal voting form is available on Swedbank's website www.swedbank.com/AGM.

A completed and signed postal voting form can be sent by post to Swedbank AB, "AGM", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, or by e-mail to [email protected]. The completed form must be received by Euroclear no later than 20 March 2024. Shareholders may also, no later than 20 March 2024, cast a postal vote electronically via verification through BankID on Euroclear's website https://anmalan.vpc.se/EuroclearProxy.

The shareholder may not give instructions other than to mark one of the alternative answers specified in the form. If the shareholder has included special instructions or conditions in the form or changed or made amendments to pre-printed text, the postal vote will be considered invalid. Further instructions and conditions may be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.

If a shareholder casts a postal vote by proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the postal voting form. A power of attorney form is available on Swedbank's website www.swedbank.com/AGM. If the shareholder is a legal entity, a registration certificate or other authorisation document must be enclosed with the form.

Please note that anyone who wants to attend the meeting, in person or by proxy, must give notice about this in accordance with the instructions under the heading "Participation by attending the meeting venue" above. This means that a notice only by postal voting is not sufficient for those who want to attend the meeting venue.

Nominee-registered shares

Shareholders whose shares are nominee-registered through a bank or other authorised depositary, e.g., in a custody account, must – in addition to giving notice or casting a postal vote - request that the shares be temporarily re-registered in their own name so that the shareholder is registered in the share register maintained by Euroclear as of the record date on 18 March 2024. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's routines and at such time in advance decided by the nominee. Voting right registration that the shareholder has requested at such time that the registration has been issued by the nominee no later than 20 March 2024 will be accepted in the preparation of the share register.

Personal data

Personal data obtained from the share register, notices of attendance at the Annual General Meeting and information on proxies will be used for registration, preparation of the voting list for the Annual General Meeting and, where applicable, the minutes of the General Meeting.

For information on the processing of personal data, please refer to the Privacy Policy available on Euroclear's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.

Proposed agenda

    1. Opening of the General Meeting
    1. Election of Chair of the General Meeting
    1. Preparation and approval of the voting list
    1. Approval of the agenda
    1. Election of two persons to verify the minutes
    1. Decision whether the General Meeting has been duly convened
    1. a) Presentation of the annual report and the consolidated accounts for the financial year 2023 b) Presentation of the Auditor's report for the bank and the group for the financial year 2023
    1. Adoption of the profit and loss account and balance sheet of the bank as well as the consolidated profit and loss account and consolidated balance sheet for the financial year 2023
    1. Decision on the allocation of the bank's profit in accordance with the adopted balance sheet as well as decision on the record date for dividend
    1. a)–q) Decision whether to discharge the members of the Board of Directors and the CEO from liability
    1. Determination of the number of Board members
    1. Determination of the remuneration to the Board members and the Auditor
    1. a)–j) Election of Board members
    1. Election of the Chair of the Board of Directors
    1. Election of Auditor
    1. Decision on the Nomination Committee
    1. Decision to acquire own shares pursuant to the Securities Market Act
    1. Decision on authorisation for the Board of Directors to decide on acquisitions of own shares in addition to what has been stated in item 17
    1. Decision on authorisation for the Board of Directors to decide on the issuance of convertibles
    1. Decision on performance and share based remuneration programs for 2024
    2. a) Decision on a general performance and share based remuneration program for 2024 ("Eken 2024")
    3. b) Decision on deferred variable remuneration in the form of shares under the individual program 2024 ("IP 2024")
  • c) Decision on transfer of own shares
    1. Decision to amend the Articles of Association
    1. Submission of Remuneration Report for approval
    1. Proposal from the shareholder Carl Axel Bruno regarding change of the software in the bank's central computers
    1. Joint proposal from the shareholders Greenpeace Nordic and the Swedish Society for Nature Conservation (Sw. Naturskyddsföreningen) regarding review of the bank's overall strategy considering the Paris Agreement
    1. Closing of the General Meeting

Nomination Committee

The Nomination Committee consists of Lennart Haglund, appointed by the owner group Sparbankernas Ägareförening and chair of the Nomination Committee; Ylva Wessén, appointed by the owner group Folksam; Anders Oscarsson, appointed by AMF and AMF Funds; Annette Björkman, appointed by the owner group Sparbanksstiftelserna, Peter Lundkvist, appointed by Tredje AP-fonden; and Göran Persson, Chair of the Board of Directors of Swedbank.

Proposals for decision etc.

Item 2; Election of Chair of the General Meeting

The Nomination Committee proposes that Wilhelm Lüning, member of the Swedish Bar Association, is elected Chair of the Annual General Meeting.

Item 9; Decision on the allocation of the bank's profit in accordance with the adopted balance sheet as well as decision on record date for dividend

The Board of Directors proposes that of the profit of approximately SEK 74,281 million at the disposal to the Annual General Meeting, approximately SEK 17,049 million be distributed to holders of shares and that the balance, approximately SEK 57,232 million, is carried forward. The proposed total amount to be distributed to shareholders and the proposed total amount to be carried forward, are based on all shares outstanding as of 31 December 2023 and could be changed in the event of additional share repurchases or if treasury shares are disposed of before the record date for dividend.

A dividend of SEK 15.15 per share is proposed. The proposed record date for the dividend is 28 March 2024. With this record date, the dividend is expected to be paid through Euroclear on 4 April 2024.

Item 10; Decision whether to discharge the members of the Board of Directors and the CEO from liability

The Auditors recommend the Annual General Meeting that the members of the Board of Directors and the CEO be discharged from liability for the financial year 2023.

Decision on discharge from liability is proposed to be made by separate, individual decisions for each member of the Board and the CEO respectively in the following order:

  • a) Bo Bengtsson, ordinary Board member until 18 January 2023
  • b) Göran Bengtsson, ordinary Board member
  • c) Annika Creutzer, ordinary Board member
  • d) Hans Eckerström, ordinary Board member
  • e) Kerstin Hermansson, ordinary Board member
  • f) Helena Liljedahl, ordinary Board member
  • g) Bengt Erik Lindgren, ordinary Board member
  • h) Anna Mossberg, ordinary Board member
  • i) Per Olof Nyman, ordinary Board member
  • j) Biljana Pehrsson, ordinary Board member
  • k) Göran Persson, ordinary Board member and Chair
  • l) Biörn Riese, ordinary Board member and deputy Chair
  • m) Jens Henriksson, CEO
  • n) Roger Ljung, ordinary employee representative
  • o) Åke Skoglund, ordinary employee representative
  • p) Henrik Joelsson, deputy employee representative
  • q) Camilla Linder, deputy employee representative.

Item 11; Determination of the number of Board members

The Nomination Committee proposes that the number of Board members, which shall be appointed by the Annual General Meeting, shall be ten.

Item 12; Determination of the remuneration to the Board members and the Auditor

For the period until the end of the next Annual General Meeting, the Nomination Committee proposes, increased remuneration on an annual basis, as follows:

  • SEK 3,250,000 to the Chair (SEK 3,080,000)
  • SEK 1,090,000 to the deputy Chair (SEK 1,033,000)
  • SEK 750,000 to each of the other Board members (SEK 709,000)
  • SEK 530,000 to the Chair of the Board's Risk and Capital Committee (SEK 501,000)
  • SEK 305,000 to each of the other members of the Board's Risk and Capital Committee (SEK 291,000)
  • SEK 510,000 to the Chair of the Board's Audit Committee (SEK 460,000)
  • SEK 310,000 to each of the other member of the Board's Audit Committee (SEK 279,000)
  • SEK 400,000 to the Chair of the Board's Remuneration and Sustainability Committee (SEK 343,000)
  • SEK 235,000 to each of the other members of the Board's Remuneration and Sustainability Committee (SEK 205,000)
  • SEK 485,000 to the Chair of the Board's Governance Committee (SEK 460,000)
  • SEK 295,000 to each of the other members of the Board's Governance Committee (SEK 279,000)

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.

Item 13; Election of Board members

For the period until the end of the next Annual General Meeting, the Nomination Committee proposes re-election of:

  • a) Göran Bengtsson
  • b) Annika Creutzer
  • c) Hans Eckerström
  • d) Kerstin Hermansson
  • e) Helena Liljedahl
  • f) Anna Mossberg
  • g) Per Olof Nyman
  • h) Biljana Pehrsson
  • i) Göran Persson
  • j) Biörn Riese

Bengt Erik Lindgren has announced that he will not be available for re-election. All proposed members, except Göran Bengtsson, are in the opinion of the Nomination Committee, considered as independent in relation to the bank and the bank's management. All proposed members are, in the opinion of the Nomination Committee, considered as independent in relation to the major shareholders of the bank.

Item 14; Election of the Chair of the Board of Directors

The Nomination Committee proposes that Göran Persson shall be elected as Chair of the Board of Directors.

Item 15; Election of Auditor

In accordance with the Audit Committee's recommendation, the Nomination Committee proposes reelection of the audit company PricewaterhouseCoopers AB for the period until the end of the Annual General Meeting 2025.

Item 16; Decision on the Nomination Committee

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 2024. If one of the five largest shareholders refrains from appointing a member, the right to appoint a member passes on to the next largest shareholder 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.
  • When applying these principles, a group of shareholders shall be considered to be one owner if they have been organised as an owner group in the Euroclear system or have made public and notified the bank via the Chair of the Board of Directors, that they have made an agreement to take – through coordinated exercise of their voting rights – a common long term view with respect to the management of the bank.
  • When appointing the Nomination Committee, a shareholder who wishes to appoint a member shall confirm to the Chair of the Board of Directors that the above-mentioned conditions that give right to appoint a member are still correct.
  • The Nomination Committee has a right to co-opt a member appointed by a shareholder who has become one of the five largest shareholders after the Nomination Committee has been constituted, provided that such shareholder has not already appointed a member to the Nomination Committee. The co-opted member shall not participate in the Nomination Committee's decisions.
  • When appointing the Nomination Committee, shareholders must take into account that the majority of the Nomination Committee's members must be independent in relation to the bank and the bank's management. The CEO, or other person from the bank's management should not be a member of the Nomination Committee. At least one of the Nomination Committee's members must be independent in relation to the largest shareholder in the bank in terms of votes.
  • The Nomination Committee's mandate period extends until a new Nomination Committee has been constituted.
  • The Nomination Committee shall appoint the Chair from amongst its members. The Chair of the Board of Directors shall not be Chair of the Nomination Committee.
  • A member who leaves the Nomination Committee before its work is completed shall be replaced, if the Nomination Committee so decides, by another person representing the same shareholder or by a person representing the next largest shareholder who has not already appointed a member of the Nomination Committee.
  • Members of the Nomination Committee shall not be remunerated for their work or costs incurred.

The Nomination Committee proposes the following Instruction for the Nomination Committee work

Members of the Nomination Committee

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 duties of the Nomination Committee

The Nomination Committee's duties are to, where applicable, before an upcoming General Meeting submit proposals for decisions regarding:

  • the election of a Chair of the General Meeting
  • number of Board members
  • remuneration for the Board members elected by the General Meeting, including remuneration for committee work
  • fee for the auditor
  • the election of the members of the Board of Directors and Chair of the Board of Directors
  • the election of auditor, where applicable
  • principles on how the Nomination Committee shall be appointed
  • instruction for the Nomination Committee.

Composition of the Board

With regards to the bank's business, development phase, expected future direction and other circumstances, the composition of the Board of Directors of the bank shall be appropriate at all times, with a diversity and width of competence, experience, and background of the members of the Board of Directors elected by the Annual General Meeting.

Furthermore, in accordance with applicable laws and regulations, the members of the Board of Directors must demonstrate prudence in financial matters and have the relevant knowledge and practical experience to manage the bank in a sound and responsible manner. The need for renewal and succession planning, as well as continuity shall be considered.

As part of the Nomination Committee's work of identifying suitable candidates and assessing the need for supplementary competences and to assess both the composition of the Board of Directors and the suitability of individual members, the Nomination Committee shall take note of the Chair of the Board of Director's internal evaluation of the Board and each Board member's own evaluation of the Board's overall competence and working climate, as well as the member's own competence. The Nomination Committee shall also carry out a suitability assessment of each member/candidate in accordance with the regulations applicable at any given time and adopt instructions for suitability assessment.

Furthermore, the Board of Directors shall be ownership based and, at the same time, the need for independence from the bank, the bank's management and the bank's major shareholders shall be taken into account regarding the Board of Directors as a whole.

Members of the Board of Directors shall not be appointed for a longer period than until the end of the next Annual General Meeting. Deputies to members of the Board of Directors elected by the Annual General Meeting shall not be appointed. Before the Nomination Committee nominates a candidate to the Annual General Meeting, the Nomination Committee shall assess the suitability of the candidate, partly based on an overall assessment of the composition of the Board of Directors, partly based on an evaluation of the candidate's reputation as well as theoretical and practical experience. In the

assessment, potential conflicts of interest shall be considered. Furthermore, it shall be assessed whether the candidate can devote enough time to the Board assignment.

Diversity

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.

Election of auditor

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 work of the Nomination Committee

The Nomination Committee has the right, at Swedbank's expense, to engage a recruitment consultant or other external consultants that the Nomination Committee considers necessary in order to fulfil its task.

The Nomination Committee shall issue a motivated statement on its proposal with regard to the requirements of this instruction concerning the composition of the Board. In particular, the Nomination Committee shall justify its proposal with respect to the requirement to strive for gender balance. The statement of the Nomination Committee shall also include a brief description of how the work of the Nomination Committee has been conducted and its diversity policy.

The Nomination Committee's proposals and motivated statement shall be communicated to the bank in such time that it can be presented in the notice of the Annual General Meeting where the election of Board members or auditors is to be held.

The Chair of the Nomination Committee or the person appointed by the Chair of the Nomination Committee, shall present the Nomination Committee's proposals and motivated statement at the General Meeting at which the election of Board members or auditor is to take place.

The Nomination Committee shall also otherwise consider the Swedish Corporate Governance Code in the performance of its assignment.

Item 17; Decision to acquire own shares pursuant to the Securities Market Act

As a securities institution, Swedbank AB is authorised by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) to conduct securities operations, including trading in financial instruments on its own account. Consequently, Swedbank has a need to acquire own shares within the framework of

its securities operations in order to facilitate such operations. This is required to enable the bank to, among other things:

  • fulfil its market maker commitment in respect of warrants in the bank, according to agreements with certain marketplaces, inter alia, Nasdaq Stockholm;
  • quote prices of the bank's shares to customers, as with shares of other listed companies; and
  • manage risk coverage of indexed bonds issued by the bank as well as index baskets and warrants where the bank itself has assumed responsibility for part of the risk coverage.

In view of the above, and in order to facilitate the bank's securities operations, the Board of Directors proposes that the Annual General Meeting shall resolve to permit the bank to, during the time up until the Annual General Meeting in 2025, acquire its own shares to its so-called trading book, in accordance with Chapter 7, Section 6 of the Securities Market Act, in accordance with the following:

    1. Acquisitions shall take place at a price corresponding to the market price prevailing at the time.
    1. The total holding of such shares shall, at any given time, not exceed one (1) per cent of the total number of shares in Swedbank.
    1. Acquisitions may only take place if the Swedish Financial Supervisory Authority has given its approval.

Item 18; Decision on authorisation for the Board of Directors to decide on acquisitions of own shares in addition to what has been stated in item 17

The regulations on capital requirements that were introduced on 1 January 2014 meant that banks became subject to increased capital requirements. The capital requirement regulations have subsequently been, and are expected to continue to be, subject to additions and amendments affecting banks' capital requirements.

Swedbank's business as well as the external circumstances are constantly changing. The need can, therefore, arise to increase or reduce the own funds or change the relationship between Common Equity Tier 1 capital and other capital, for instance through repurchase of own shares, the issue of loans that may be included in the own funds or a combination of different measures.

Consequently, an authorisation by the Annual General Meeting for the Board of Directors to decide on repurchase of own shares is justified as one of several actions to enable the Board of Directors to continuously adapt Swedbank's capital structure to prevailing capital requirements. As set out in item 19 in the agenda, the Board of Directors proposes that the Annual General Meeting, in addition to the authorisation proposed below, also authorises the Board of Directors to decide on the issue of convertibles that may be included in the own funds.

An authorisation regarding repurchase of own shares is also justified by the fact that the bank, in order to secure its commitments under item 20 a) and 20 b) in the agenda may have to repurchase own shares. As set out in the proposal referred to in item 20 c), the Board of Directors proposes that own shares repurchased by the bank may be transferred at no cost and with deviation from the shareholders' preferential rights to entitled participants in general and individual share and performance-based remuneration programs adopted by a General Meeting.

In view of the above, the Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to, on one or several occasions during the period until the Annual General Meeting in 2025, decide on acquisition of own shares in accordance with the following:

    1. Acquisitions may only take place through purchases on Nasdaq Stockholm.
    1. The bank's total holding of own shares (including shares acquired pursuant to item 17 in the proposed agenda) may not exceed ten (10) per cent of the total number of shares in Swedbank.
    1. Acquisitions may only be made at a price within the prevailing spread between highest bid price and the lowest ask price at the time of acquisition.
    1. Acquisitions may only take place if the Swedish Financial Supervisory Authority has granted its approval.

Item 19; Decision on authorisation for the Board of Directors to decide on the issuance of convertibles

As mentioned under item 18 above, banks became subject to higher capital requirements in 2014 and were given the possibility to use subordinated equity instruments, for instance in the form of convertibles in order to fulfil certain capital requirements. Subordinated convertibles that qualify as core capital in the own funds ("Additional Tier 1") entail mandatory conversion to shares under certain predetermined conditions in order to absorb losses and enhance the bank's own capital in the event of financial difficulties, but do not confer any entitlement to conversion for the holders.

Swedbank's business as well as the external circumstances are constantly changing. The need can, therefore, arise to increase or reduce the own funds or change the relationship between Common Equity Tier 1 capital and other capital, for instance through repurchase of the bank's own shares, the issue of loans that may be included in the own funds or a combination of different measures. Subordinated capital instruments that can form part of supplementary capital ("Tier 2 capital") in the own funds may also be issued on similar terms.

An authorisation by the Annual General Meeting for the Board of Directors to decide on the issue of convertibles is therefore justified as one of several actions to enable the Board of Directors to continuously adapt the bank's capital structure to prevailing capital requirements. As set out in item 18 in the agenda, the Board of Directors proposes that the Annual General Meeting, in parallel with the proposed authorisation below, also authorises the Board of Directors to decide on the repurchase of own shares.

Convertibles issued by virtue of the authorisation are mainly sought by debt investors on the Swedish and international capital market and must therefore be able to be offered to the market both with and without preferential rights for the shareholders.

In view of the above, the Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to, on one or several occasions until the Annual General Meeting 2025, decide on the issue of convertibles pursuant to the following:

    1. Issues may take place with or without deviation from the shareholders' preferential rights.
    1. The convertibles shall entail mandatory conversion to shares under the conditions set out in the terms and conditions but not confer any entitlement to conversion for the holders.
    1. The size of the loan and the conversion conditions shall be determined so that the amount by which the share capital may be increased through conversions of convertibles issued by virtue of this authorisation may amount to no more than ten (10) per cent of the bank's share capital.
    1. The convertibles are to be issued on market terms.

Item 20; Decision on performance and share based remuneration programs for 2024

In conformity with previous year, the Board of Directors proposes that the Annual General Meeting resolves on a performance and share based remuneration program for 2024 comprising a general program with deferred variable remuneration in the form of shares ("Eken 2024") (see item 20 a)) and an individual program with variable remuneration in two parts: cash remuneration and variable remuneration in the form of shares ("IP 2024") (see item 20 b)). The Board of Directors' proposals regarding Eken 2024 and IP 2024 are in accordance with the bank's business strategy, and are designed to promote sound and efficient risk management and discourage excessive risk-taking. Eken 2024 and IP 2024 are materially designed in the same way as the previous year's programs. Detailed conditions for Eken 2024 and IP 2024 are set out in the complete proposals.

Item 20 a); Decision on a general performance and share based remuneration program for 2024 ("Eken 2024")

Eken is a tool with incentives to achieve success for Swedbank together by realising the bank's strategic direction and creating long-term value for Swedbank's customers and shareholders, among other things, by promoting sustainable profitability and growth for Swedbank with a target of 15 per cent return on equity.

In essence, Eken 2024 means that to the extent certain performance targets ("Performance Targets") are achieved during the financial year 2024 ("Performance Year") the participants in Eken 2024 (the "Participant" or the "Participants") may be allotted a variable remuneration in the beginning of 2025 (the "Share Performance Amount"), which is intended to be allotted in the form of conditional, nontransferable rights ("Performance Rights"). As a general rule, each Performance Right carries a right to, automatically and at no cost, receive one share in Swedbank ("Performance Share") in 2028 (or 2029 for Participants who have been identified as material risk takers ("Material Risk Takers") and whose variable remuneration exceeds certain levels) after the publication of the year-end report for 2027 (or 2028 for Material Risk Takers whose variable remuneration exceeds certain levels), and before the end of June.

Approximately 17,300 employees1 of the Swedbank Group (the "Group") are included in Eken 2024. Members of the Group Executive Committee ("GEC") are not included. Employees included by the individual program IP 2024 or in the individual program Asset Management 2024 ("IPAM 2024") and employees included by other cash based variable remuneration programs are, as a general rule, not included in Eken 2024 (information on Swedbank's share based incentive program IP 2024 is presented under item 20 b)).

12

1 Refers to Full Time Equivalent employees.

Particular conditions apply in the event that Participants during the course of the duration give or receive notice to leave, retire, enter parental leave, leave of absence, sick leave or similar. The Board of Directors' Remuneration and Sustainability Committee or the CEO are entitled to decide on deviations from such conditions, both as general principles or in individual cases.

The result for each Participant depends on the extent to which the Performance Targets are achieved. The Performance Targets are measured during the Performance Year and are adopted based on (i) the profit after tax, adjusted for capital costs and risks, for the Group2 , (ii) fulfilment of the bank's performance management processes on an individual level which also comprises assessing a number of behaviours linked to the Group's values – open, simple and caring, and (iii) risk assessment which may be made at Group and/or business area level and/or individual level.

The final assessment of the extent to which the Performance Targets have been achieved is made on a discretionary basis by the Board of Directors, or by a person authorised by the Board of Directors. The result of the assessment can be that the total allotment is limited, in whole or in part, at Group and/or business area level and/or individual level (so called hair cut). Consequently, there is no automatic right to allotment of any Share Performance Amount even if the Performance Targets, in whole or in part, may be considered to have been achieved.

The maximum Share Performance Amount for a Participant may not exceed SEK 100,000 and is (where appropriate after a recalculation from local currency to SEK) limited to 1.6 months' salary for Participants employed in Estonia and Latvia, 1.28 months' salary for Participants employed in Lithuania and 0.8 months' salary for Participants employed in another country, in all cases in relation to the agreed base salary for the Performance Year (as of December 2024).

The total Share Performance Amount for the Participants in Eken 2024 is limited to approximately SEK 699 million.

The Share Performance Amount is converted into a number of Performance Rights (which entitle the holder to receive Performance Shares as set out below), rounded off to the nearest whole number, by dividing the Share Performance Amount by the average daily volume weighted price paid per share in Swedbank at Nasdaq Stockholm during the last ten trading days in the month of January 2025 (the "Translation Rate"), however, not lower than SEK 100 per share (the "Floor Price"). The Board of Directors has the right, in connection with certain corporate events, inter alia, in case of a share split or a reverse share split, to resolve on an adjustment of the Floor Price in accordance with general principles on the stock market for recalculation in such events.

A Performance Right does not carry any right to dividends or other shareholder rights during the duration of the program. To the extent permitted in accordance with applicable regulatory requirements, dividend compensation is paid on the underlying Performance Shares during the deferral period.

2 The profit, adjusted for capital costs and risks is measured as Economic Profit ("EP"). A prerequisite for allocation is a positive EP on Group level.

As a general rule, each Performance Right held by a Participant grants a conditional right to, automatically and at no cost, receive one Performance Share in 2028 (or 2029 for Material Risk Takers whose variable remuneration exceeds certain levels), after the publication of the year-end report for 2027 (or 2028 for Material Risk Takers whose variable remuneration exceeds certain levels), and before the end of June. The conditions for receiving a Performance Share are, firstly, as a general rule, that the Participant at the time of delivery of the Performance Share has not given or received notice to leave or for any other reason has ceased to be employed by a company within the Group that is covered by Eken 2024, and, secondly, the fulfilment of the conditions set out below (which shall be fulfilled at the time of delivery of the Performance Share):

    1. the Performance Targets shall still be deemed to have been achieved to the same extent as at the time of the allotment of Performance Rights,
    1. 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 relevant Group company and/or the Group,
    1. the outcome shall still appear justified with regard to the financial situation of the bank, the relevant Group company and/or the Group,
    1. the outcome shall still appear justified with regard to (a) the results of the bank, the relevant Group company and/or the Group, (b) the results of the relevant business area or function, and (c) the result of the relevant Participant,
    1. the outcome shall appear reasonable with regard to other relevant circumstances, including the situation on the stock market and possible changes in accounting principles or other external regulatory requirements, and
    1. the bank's, the relevant Group company'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 and Sustainability Committee after authorisation by the Board of Directors, shall prior to and in close proximity to each transfer of Performance Shares evaluate whether and to which extent the stated conditions are fulfilled.

In the Group's financial accounting, the total Share Performance Amount will normally be recognised as employee costs in the income statement during the accrual period which in the accounts is considered to correspond to the duration.

The maximum cost for the Share Performance Amount amounts to approximately SEK 699 million, but the estimated cost for the Share Performance Amount amounts to approximately SEK 437 million. The maximum annual cost in the income statement is expected to be approximately SEK 168 million, but the estimated annual cost in the income statement amounts to approximately SEK 105 million if the bank's result is at 15 per cent return on equity.

The total number of Performance Rights that may be allotted to the Participants amounts to a maximum of approximately 7 million3 , 4 . If the Translation Rate hypothetically is assumed to be

3 Excluding anticipated dividend compensation and adjustment for forfeited Performance Rights.

4 The quotient of (a) the highest aggregate Share Performance Amount for all Participants, divided by (b) the Floor Price.

SEK 2045 , the total number of Performance Rights which may be allotted to the Participants amounts to a maximum of approximately 3.4 million6 .

The bank's maximum commitment7 , if hedged by way of a transfer of own shares, results in a total dilution effect of not more than approximately 0.6 per cent in relation to the outstanding number of shares and votes as of 31 December 2023.

The dilution is expected to have a marginal impact on the Group's key ratios, also when considering IP 2024 (according to the proposal under item 20 b)).

Item 20 b); Decision on deferred variable remuneration in the form of shares under the Individual Program 2024 ("IP 2024")

IP 2024 has been designed to stimulate employees in positions of direct importance for creating longterm and sustainable shareholder and customer value to make further efforts to attract, retain and motivate the employees and to ensure that the bank's remuneration levels are competitive in every submarket, and to create long-term engagement in the bank by the employees and align their interests with the shareholders' interest.

In essence, IP 2024 means that to the extent certain performance targets ("Performance Targets") are achieved during the financial year 2024 (the "Performance Year"), the participants in IP 2024 (the "Participant" or the "Participants") may be allotted a variable remuneration in the beginning of 2025 (the "Gross Performance Amount"), a part of which (the "Share Performance Amount") is intended to be allotted in the form of conditional, non-transferable, rights ("Performance Rights"). Each Performance Right carries a right to, automatically and at no cost, receive one share in Swedbank ("Performance Share") at the end of a retention period. In order to retain, attract and motivate key competencies, one part of the Performance Shares will be received during the first half-year of 2026, the other part will be deferred and, therefore, received in 2029, in both cases after the publication of the year-end report for the current year. For Participants who have been identified as material risk takers ("Material Risk Takers") and whose variable remuneration exceeds certain levels, this deferral period will be at least five years.

Approximately 220 employees8 in the Group with positions where the individual performance is deemed to be of direct importance for creating revenues and where variable remuneration is considered to encourage the performance are included in IP 2024. Members of the Group Executive Committee ("GEC") are not included.

Particular conditions apply in the event that Participants during the qualification period give or receive notice to leave, retire, enter parental leave, leave of absence, sick leave or similar. The Board of Directors' Remuneration and Sustainability Committee or the CEO are entitled to decide on deviations from such conditions, both as general principles or in individual cases.

5 Rounded share price per the first trading day of the year has been used as example translation rate.

6 Excluding anticipated dividend compensation and adjustment for forfeited Performance Rights.

7 Excluding anticipated dividend compensation and adjustment for forfeited Performance Rights.

8 Refers to Full Time Equivalent employees.

The allotment of the Gross Performance Amount is dependent on the extent to which the Performance Targets have been achieved. The Performance Targets are measured during the Performance Year and are, for the majority of the Participants, adopted based on (i) the profit after tax, adjusted for capital costs and risks, for the Group9 , (ii) the profit after tax, adjusted for capital costs and risks, for the respective business area and whether this has been achieved in accordance with a sound risk approach, (iii) risk adjusted results on an individual level and team level based on assessing, inter alia, the fulfilment of individual Performance Targets comprising both financial as well as operational factors, and an evaluation of a number of behaviours linked to the Group's values – open, simple and caring, and (iv) risk evaluation, which is made on Group and/or business area level and/or individual level.

The final assessment of the extent to which the Performance Targets have been achieved is made on a discretionary basis by the Board of Directors, or by a person authorised by the Board of Directors. The result of the assessment can be that the total allotment is limited, in whole or in part, at Group and/or business area level and/or individual level (so called haircut). Consequently, there is no automatic right to allotment of any Gross Performance Amount even if the Performance Targets, in whole or in part, may be considered to have been achieved.

The maximum Gross Performance Amount for a Participant is individually predetermined. The Gross Performance Amount shall not exceed 100 per cent of the yearly fixed remuneration for each individual.

For Material Risk Takers, the Gross Performance Amount is, as a general rule, divided into an initial allotment (normally 60 per cent) and a deferred allotment (normally 40 per cent). Both the initial and deferred allotments are thereafter equally divided in cash (50 per cent) and a Share Performance Amount (50 per cent). The Share Performance Amount is allotted through allotment of Performance Rights. For Material Risk Takers whose variable remuneration is of a particularly high amount, at least 60 per cent of the variable remuneration shall be deferred for at least four years. For other Participants, the Gross Performance Amount is normally fully paid out in cash.

The total Share Performance Amount for all Participants in IP 2024 is limited to a maximum of approximately SEK 75 million.

As a general rule, the initial cash portion is intended to be paid to the respective Participants during the first half-year of 2025 and payment of the deferred cash is intended to be made in 2028, after the publication of the year-end report for 2027.

The Share Performance Amount is converted into a number of Performance Rights (which entitle the holder to receive Performance Shares as set out below), rounded off to the nearest whole number, by dividing the Share Performance Amount by the average daily volume weighted price paid per share in Swedbank at Nasdaq Stockholm during the last ten trading days in January 2025 (the "Translation Rate"), however, not lower than SEK 100 per share (the "Floor Price"). The Board of Directors has the

9 The profit, adjusted for capital costs and risks is measured as Economic Profit ("EP"). A prerequisite for allocation is positive EP on Group level as well as on business area level.

right to, in connection with certain corporate events, inter alia, in case of a share split or a reverse share split, resolve on an adjustment of the Floor Price in accordance with general principles on the stock market for recalculation in such events.

The deferred portion of the Performance Rights is subject to a deferral period of at least four years comprised of a qualification period of at least three years followed by a retention period of one year. The initial allotment of Performance Rights is subject to a one-year deferral period.

A Performance Right does not, during the qualification period, carry any right to dividends or other shareholder rights. During the retention period, compensation for dividends on underlying Performance Shares may be paid to the extent permitted in accordance with applicable regulatory requirements.

A Performance Right held by the Participant grants a conditional right to, automatically and at no cost, receive one Performance Share at the end of the Performance Right's retention period. As a general rule, the initial allotment of Performance Shares will be received during the first half-year of 2026 and the deferred Performance Shares will be received in 2029 after the publication of the year-end report for 2028. For Material Risk Takers whose variable remuneration exceeds certain levels, the deferred Performance Shares will be received in 2030. The conditions for receiving a Performance Share are, firstly, as a general rule, that a Participant during the qualification period has not given or received notice to leave or for any other reason has ceased to be employed by a company within the Group that is covered by IP 2024, and, secondly, the fulfilment of the conditions set out below (which shall be fulfilled during the qualification period):

    1. the Performance Targets shall still be deemed to have been achieved to the same extent as at the time of the allotment of Performance Rights,
    1. 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 relevant Group Company and/or the Group,
    1. the outcome shall still appear justified with regard to the financial situation of the bank, the relevant Group Company and/or the Group,
    1. the outcome shall still appear justified with regard to (a) the results of the bank, the relevant Group Company and/or the Group, (b) the results of the relevant business area or function, and (c) the relevant Participant's result,
    1. the outcome shall appear reasonable with regard to other relevant circumstances, including the situation on the stock market and possible changes in accounting principles or other external regulations, and
    1. 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, or the Remuneration and Sustainability Committee after authorisation by the Board of Directors, shall prior to and in close proximity to each transfer of Performance Shares evaluate if and to which extent the foregoing conditions are fulfilled.

In the Group's financial accounting, the total Share Performance Amount will normally be recognised as employee costs in the income statement during the accrual period which in the accounts is considered to correspond to the duration.

The maximum cost for the Share Performance Amount amounts to approximately SEK 75 million, but the estimated cost for the Share Performance Amount amounts to approximately SEK 42 million10.The maximum annual cost in the income statement is expected to be approximately SEK 18 million, but the estimated annual cost in the income statement amounts to approximately SEK 10 million if the bank's result is in line with previous years.

The total number of Performance Rights that may be allotted to the Participants amounts to a maximum of approximately 0.75 million11 , 12. If the Translation Rate hypothetically is assumed to be SEK 20413 the total number of Performance Rights which may be allotted to the Participants amounts to a maximum of approximately 0.4 million14 .

The bank's maximum commitment15, if hedged by way of a transfer of own shares, results in a total dilution effect of not more than approximately 0.1 per cent in relation to the outstanding number of shares and votes as of 31 December 2023.

The dilution is expected to have a marginal impact on the Group's key ratios, also when considering Eken 2024 (according to the proposal in item 20 a)).

Item 20 c); Decision on transfer of own shares

As set out in the Board of Directors' proposals regarding a general and an individual share and performance-based remuneration program for 2024 (Eken 2024 and IP 2024, and together referred to as "Program 2024") the Board of Directors proposes that bank's commitments according to:

    1. Program 2024, and
    1. previous general and individual share and performance-based remuneration programs within the Group, resolved by or adopted subject to subsequent approval by a General Meeting of the bank ("Previous Programs"),

are to be secured by the transfer, with deviation from the shareholders' preferential rights, at no cost, of own shares to entitled participants in Program 2024 and in Previous Programs.

The calculation of the number of shares that are allowed to be transferred in accordance with item d) below is based on maximum allocation of so-called Performance Rights to entitled participants in Program 2024 and actual allocation of Performance Rights to entitled participants in Previous Programs.

10 Estimated cost constitutes a preliminary amount.

11 Excluding anticipated dividend compensation and adjustment for forfeited Performance Rights.

12 The quotient of (a) the highest aggregate Share Performance Amount for all Participants, divided by (b) the Floor Price.

13 Rounded share price per the first trading day of the year has been used as example translation rate.

14 Excluding anticipated dividend compensation and adjustment for forfeited Performance Rights.

15 Excluding anticipated dividend compensation and adjustment for forfeited Performance Rights.

The Board of Directors proposes that the Annual General Meeting resolves that:

  • a) own shares held or repurchased by Swedbank may, with deviation from the shareholders' preferential rights, at no cost be transferred to:
    • i. entitled participants in Program 2024 ("Participants"),
    • ii. entitled participants in Previous Programs, and
    • iii. subsidiaries within the Swedbank Group and, where applicable, an external party engaged by the Board of Directors for this purpose, where such subsidiaries and, if applicable, such external party shall be obliged to immediately and at no cost transfer shares to the relevant Participants and, if applicable, to entitled participants in Previous Programs;
  • b) own shares may be transferred at Nasdaq Stockholm for the purpose of covering certain costs in connection with Program 2024 and/or Previous Programs. Transfer shall be made at a price within the prevailing spread between the highest bid price and the lowest ask price for the share at Nasdaq Stockholm at the time of the acquisition and be carried out prior to the Annual General Meeting 2025;
  • c) transfer of shares according to item a) above shall be made at no cost to Participants and entitled participants in Previous Programs, in accordance with the conditions on which Participants and participants in Previous Programs are entitled to receive shares, during the first half-year of 2026 as well as in 2028, 2029 and 2030 after the publication of Swedbank's year-end reports for the financial years 2027, 2028 and 2029, respectively or the equivalent point in time regarding Previous Programs, however, not later than the end of June of the year in question when delivery of the Performance Share shall occur; and
  • d) transfer of shares according to item a) and b) above may not relate to more than 20,000,000 shares in aggregate (or such higher number of shares which may be a result of a bonus issue, share split or corresponding corporate events).

The reason for the deviation from the shareholders' preferential rights is to ensure delivery of shares to Participants and entitled participants in Previous Programs and to cover certain costs in connection with Program 2024 and Previous Programs, in particular social security costs and other ancillary salary costs.

Considering that Swedbank held 7,209,322 own shares on 31 December 2023, a transfer of the maximum number of shares (20,000,000) would result in a total dilution effect of approximately 0.6 per cent in relation to the outstanding number of shares and votes as of 31 December 2023.

A resolution on transfer of shares according to above replaces previous Annual General Meeting's resolutions on transfer of repurchased shares at no cost to Participants, entitled participants in Previous Programs and entitled participants in any subsequent programs if and to the extent such resolutions have not already been executed.

The Board of Directors' proposal as per above is conditional upon the proposal of the Board of Directors regarding Eken 2024 and/or variable remuneration in the form of shares under IP 2024 having been approved by the Annual General Meeting.

If the Annual General Meeting does not approve the proposal for resolution as per above, the Board of Directors may, instead hedge the bank's commitment to deliver shares, in whole or in part, for Program 2024 by way of an agreement (equity swap agreement, certificate or similar) with a financial institution, which according to such agreement will in its own name acquire and transfer shares in Swedbank to the Participants.

Item 21; Decision to amend the Articles of Association

The Board of Directors proposes that the Annual General Meeting resolves that the Articles of Association are amended so that General Meetings may also be held in Sundbyberg, that the provision regarding time for the Annual General Meeting is removed, and that the Board of Directors may resolve that persons not being shareholders of the bank shall, on the conditions stipulated by the Board of Directors, be allowed to attend or in any other way follow the discussions at a General Meeting. In addition, certain editorial and linguistic simplifications are proposed, as set out below, including the removal of wordings that already follows from legislation.

Current wording Proposed wording
§ 1
Business name and object
§ 1
Business name
The business name of the Bank is Swedbank
AB. The company is a public company.
The business name of the bank is Swedbank
AB. The company is a public company (publ).
The object of the Bank, which was originally
formed by Swedish savings banks, is to conduct
banking business and financing operations, and
operations naturally connected therewith.
§ 2
Operations
§ 2
Business object
The Bank will conduct such banking operations
as are intended in the Banking and Financing
Business Act (2004:297). This Act states that by
banking operations is meant operations
including
The bank, which was originally formed by
Swedish savings banks, shall conduct banking
business and financing operations, and
operations naturally connected therewith. In
addition to payment services via the general
1. payment services via the general clearing
systems, and
payment systems, and receipt of funds which,
following notice of termination, are available to
the creditor within not more than 30 days, the
2. receipt of funds which, following notice of
termination, are available to the creditor within
not more than 30 days.
bank may conduct, among other things, the
following operations:
General clearing systems means systems for
the forwarding of payments from a large number
of payers, who are not associated with each
other, which are otherwise intended to reach a
large number of ultimate payees who are not
associated with each other.
1. borrow funds, for example by accepting
deposits from the general public, or by issuing
bonds or other comparable debt instruments,
The Bank may also – in its operations – conduct
financing operations naturally connected
therewith, in accordance with the Banking and
2. grant and broker loans, for example in the
form of consumer credit and loans secured by
charges over real property or claims,
Financing Business Act, among other things
1. borrow funds, for example by accepting
3. participate in financing, for example by
acquiring claims and leasing property,
deposits from the general public, or by issuing
bonds or other comparable debt instruments,
4. provide payment services,
2. grant and broker loans, for example in the 5. provide means of payment,
form of consumer credit and loans secured by
charges over real property or claims,
6. issue guarantees and assume similar
obligations,
3. participate in financing, for example by
acquiring claims and leasing property,
7. participate in the issue of securities,
4. negotiate payments, 8. provide financial advice,
5. provide means of payment, 9. hold securities in safekeeping,
10. conduct letters of credit operations,
6. issue guarantees and assume similar
obligations,
11. provide safety deposit services,
7. participate in the issue of securities, 12. engage in currency trading,
8. provide financial advice, 13. engage in securities operations,
9. hold securities in safekeeping, 14. provide credit information, and
10. conduct letters of credit operations, 15. issue electronic money.
11. provide safety deposit services,
12. engage in currency trading,
13. engage in securities operations, and
14. provide credit information
§ 7
Quorum, etc
The article is proposed to be removed in the
revised version of the Articles of Association.
With regard to the Board forming a quorum and
the majority requirements for Board decisions,
the relevant provisions of the Companies Act
(2005:551) shall apply.
The Board is entitled to authorise a member of
the Board or another person to represent the
Bank and sign for the Bank in accordance with
the relevant provisions of the Companies Act
(2005:551) and the relevant provisions of the
Banking and Financing Business Act (2004:297)
§ 10
Timing of Annual General Meeting
The article is proposed to be removed in the
revised version of the Articles of Association.
The Annual General Meeting shall be held
before the end of April unless special
circumstances dictate otherwise. In no event
however, shall the Annual General Meeting be
held after the end of June.
§ 11
Business of the Annual General Meeting
Previous § 11 constitutes § 10 in the revised
version of the Articles of Association.
The following business shall be considered at
the Annual General Meeting:
§ 10
Business of the Annual General Meeting
1. election of Chairman of the Meeting, The following business shall be considered at
the Annual General Meeting:
2. drawing up and approval of voting register, 1. election of Chair of the Meeting,
3. approval of the Agenda, 2. preparation and approval of the voting list,
4. election of two members to scrutinise the
Minutes,
3. approval of the agenda,
5. question whether the Meeting has been
properly called,
4. election of two persons to verify the Minutes,
6. submission of the Board of Directors' Annual
Report and Audit Report, and Consolidated
5. decision whether the Meeting has been duly
convened,
Report and Consolidated Audit Report for the
past financial year,
6. presentation of the Board of Directors' Annual
Report and the Auditor's Report, and the
7. matter of adopting the Profit and Loss Consolidated Report and the Consolidated
Account and Balance Sheet, and the Auditor's Report for the past financial year,
Consolidated Profit and Loss Account and
Consolidated Balance Sheet, 7. adoption of the Profit and Loss Account and
Balance Sheet, and the Consolidated Profit and
8. appropriations regarding the profits or losses Loss Account and Consolidated Balance Sheet,
of the Bank in accordance with the adopted 8. appropriations regarding the profits or losses
Balance Sheet, of the bank in accordance with the adopted
9. matter of discharging Board members and Balance Sheet,
President from liability for the period covered by
the report, 9. discharge from liability for the Board members
and the CEO for the period covered by the
10. deciding the number of Board members to report,
be appointed by the Meeting,
10. decision on the number of Board members
11. where appropriate, deciding the number of to be appointed by the Meeting,
auditors and their alternates to be appointed by
the Meeting, 11. where appropriate, decision on the number
of auditors and their alternates to be appointed
12. deciding the remuneration for Board by the Meeting,
members, auditors and their alternates,
12. decision on the remuneration for Board
13. election of Board members, members, auditors and their alternates,
14. if applicable, election of auditors and their 13. election of Board members,
alternates,
15. any other business required by law or the 14. if applicable, election of auditors and their
alternates,
Articles of Association to be considered by the
Meeting, any other business required by law or the
Articles of Association to be handled by the
16. matters which are properly to be referred to General Meeting.
the Meeting for decision.
§ 12 Previous § 12 and § 13 constitute a new § 9 in
Right to vote at General Meetings, etc the revised version of the Articles of Association.
General Meetings are to be held in Stockholm, § 9
Gothenburg, Malmö or Umeå. General Meetings
General Meetings shall be opened by the General Meetings are to be held in Stockholm,
Chairman of the Board or the person appointed Sundbyberg, Gothenburg, Malmö or Umeå.
by the Board for this purpose.
Notices convening General Meetings shall be
The Board of Directors may collect proxies given by public notice in Post- och Inrikes
pursuant to the procedure stated in Chapter 7, Tidningar (the Swedish Official Gazette) and by

Section 4, second paragraph of the Swedish Companies Act.

The Board of Directors may decide before a General Meeting that the shareholders shall be able to exercise their voting rights by post before the General Meeting.

§ 13

Notice convening General Meetings, etc

Notices convening General Meetings shall be made by public notice in Post – och Inrikes Tidningar (the Swedish Official Gazette) and by way of the notice being made available at the bank's web site. Information that the notice has been made shall be made public in Dagens Nyheter at the time of the notice.

Notices convening the Annual General Meeting and notice of Extraordinary General Meetings where the question of amendments to the Articles of Association will be considered, shall be issued no earlier than six weeks and no later than four weeks prior to the General Meeting. Notices convening other Extraordinary General Meetings shall be issued no earlier than six weeks and no later than three weeks prior to the General Meeting.

Shareholders wishing to participate in a General Meeting shall notify the Bank's Head Office no later than on the day indicated in the notice convening the General Meeting.

This day shall not fall on a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve, or New Year's Eve and may not fall earlier than five business days prior to the General Meeting.

At General Meetings, shareholders are permitted to be accompanied by one or two assistants, provided that the shareholder has notified the Bank of the number of assistants in accordance with the preceding paragraph

way of the notice being made available at the bank's website. At the time of the notice, an announcement with information that the notice has been issued shall be made public in Dagens Nyheter or Svenska Dagbladet.

Notices convening the Annual General Meeting and notice of Extraordinary General Meetings where the question of amendments to the Articles of Association will be considered, shall be issued no earlier than six weeks and no later than four weeks prior to the General Meeting. Notices convening other Extraordinary General Meetings shall be issued no earlier than six weeks and no later than three weeks prior to the General Meeting.

Shareholders wishing to participate in a General Meeting shall notify the bank no later than on the day indicated in the notice convening the General Meeting. This day shall not fall on a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve, or New Year's Eve and may not fall earlier than five business days prior to the General Meeting.

At General Meetings, shareholders are permitted to be accompanied by one or two assistants, provided that the shareholder has notified the bank of the number of assistants in accordance with the preceding paragraph concerning notification of shareholders' attendance at General Meetings.

The Board of Directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act.

Prior to the General Meeting, the Board of Directors may decide that the shareholders shall be able to exercise their voting rights by post before the General Meeting pursuant to the procedure stated in Chapter 7, Section 4a of the Swedish Companies Act.

concerning notification of shareholders' The Board of Directors may resolve that persons
attendance at General Meetings. not being shareholders of the bank shall, on the
conditions stipulated by the Board of Directors,
be entitled to attend or in any other way follow
the discussions at a General Meeting.

Item 22; Submission of Remuneration Report for approval

The Board of Directors proposes that the Annual General Meeting approves the report presented by the Board of Directors on paid and outstanding remuneration for senior executives.

Item 23; Proposal from the shareholder Carl Axel Bruno regarding change of the software in the bank's central computers

The shareholder Carl Axel Bruno proposes that the Annual General Meeting instructs the Board of Directors to ensure that "Swedbank corrects the software in its central computers, so that, for each payment, the software checks that the payment does not exceed the customer's own previous maximum payment by more than 50 %".

Item 24; Joint proposal from the shareholders Greenpeace Nordic and the Swedish Society for Nature Conservation (Sw. Naturskyddsföreningen) regarding review of the bank's overall strategy considering the Paris Agreement

The shareholders Greenpeace Nordic and the Swedish Society for Nature Conservation propose that the Annual General Meeting instructs the Board of Directors to review the bank's overall strategy before the end of 2024 so that it is fully aligned with the Paris Agreement and its goal of limiting global warming to 1.5 degrees Celsius.

Total number of shares and votes in Swedbank

At the time of issuance of this notice the total number of shares and votes in Swedbank amounts to 1,132,005,722 out of which 6,801,213 shares are held by the bank itself.

Majority requirements

A resolution in accordance with the Board of Directors' proposals under items 17 – 19 and 21 requires the support of shareholders representing at least two thirds of both the votes cast and the shares represented at the Annual General Meeting. A resolution in accordance with the Board of Directors' proposal under items 20 a) – 20 b) requires the support of shareholders representing at least half of both the votes cast and shares represented at the Annual General Meeting. A resolution in accordance with the Board of Directors' proposal under item 20 c) requires the support of shareholders representing at least nine tenths of both the votes cast and the shares represented at the Annual General Meeting.

Complete documents etc.

Accounting documents, audit reports, the Board of Directors' complete proposals in respect of items 20 a) – 20 b) and statements pursuant to items 9, 17 and 18, the Auditor's opinion according to Chapter 8, Section 54 of the Swedish Companies Act, the Remuneration Report, the complete

proposals of the Nomination Committee and proposals submitted by shareholders in respect of items 23 – 24 will be kept at Swedbank, the Board Secretary, Landsvägen 40, Sundbyberg, Sweden, no later than from and including 5 March 2024. The documents will be sent to shareholders who so request and provide their postal address. The documents, together with the annual report, will also be made available no later than from and including 5 March 2024 at www.swedbank.com/AGM.

Information at the Annual General Meeting

At the Annual General Meeting, the Board of Directors and the CEO are under a duty to, upon request by any shareholder and where the Board of Directors considers that such may take place without material damage to the bank and without any appreciable inconvenience to any person, provide information regarding any circumstances which may affect the assessment of a matter on the agenda or of the bank's financial situation. Such duty to provide information applies also to the bank's relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries as specified in the foregoing sentence.

Stockholm in February 2024 Swedbank AB (publ) The Board of Directors

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