Welcome to Swedbank's Annual General Meeting on 27 March, 2012
2/21/2012 2:00 AM EST
Welcome to Swedbank's Annual General Meeting on 27 March, 2012
The shareholders in Swedbank AB are hereby given notice to the Annual
General Meeting at Dansens Hus, Barnhusgatan 14, SE 111 24 Stockholm, on
Tuesday 27 March, 2012 at 11:00 am (CET).
Shareholders are welcome from 9:00 am (CET). Before the Meeting it will
be possible for shareholders to ask questions to the management of
Swedbank. Refreshments will also be served before the Meeting.
As a service to participating non-Swedish speaking shareholders, the
Meeting will be simultaneously interpreted into English.
Notification etc
Shareholders who wish to attend the Meeting must be recorded in the
share register maintained by Euroclear Sweden AB ("Euroclear", the
Swedish Central Securities Depository) on 21 March, 2012 (the "Record
Date"), and must give notice of their attendance to Swedbank's head
office no later than 21 March, 2012 preferably before 3 pm (CET).
Notification may be submitted
· by letter to Swedbank, Box 7839, SE-103 98 Stockholm, Sweden, or
· by telephone +46 8 402 90 60, or
· at www.swedbank.se/ir under the heading "Årsstämma" (AGM).
The notification shall state the name and in addition thereto, the
personal/company registration number (for Swedish citizens or
companies), address, telephone number and the number of any advisors
(not more than two).
Entrance cards, which shall be presented at the entrance to the meeting
venue, will be sent around 22 March, 2012.
Nominee-registered shares
Shareholders whose shares are nominee-registered must - in addition to
giving notice of their attendance - request that the shares be
temporarily re-registered in their own name at Euroclear. Such
registration should be requested at the nominee well before the Record
Date.
Proxies etc
Shareholders represented by proxy or a representative should submit a
power of attorney, registration certificate or other documents of
authority to Swedbank at the address above well before the Meeting,
preferably no later than 21 March, 2012. Power of attorney forms are
available on the bank's web site at www.swedbank.se/ir under the heading
"Årsstämma" (AGM).
Personal data
Personal data obtained from the share register, notices of attendance at
the Meeting and information on proxies and advisors will be used for
registration, preparation of the voting list for the Meeting and, where
applicable, the minutes of the Meeting.
Proposed agenda
1. Opening of the Meeting and address by the Chair of the Board of
Directors
2. Election of the Meeting Chair
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of two persons to verify the minutes
6. Decision whether the Meeting has been duly convened
7. a) Presentation of the annual report and the consolidated accounts
for the financial year 2011
b) Presentation of the auditor's reports for the bank and the group for
the financial year 2011
c) Address by the CEO
8. Adoption of the profit and loss account and balance sheet of the
bank and the consolidated profit and loss account and consolidated
balance sheet for the financial year 2011
9. Approval of the allocation of the bank's profit in accordance with
the adopted balance sheet as well as decision on the record date for
dividends
10. Decision whether to discharge the members of the Board of Directors
and the CEO from liability
11. Determination of the number of Board members
12. Determination of the fees to the Board members and the Auditor
13. Election of the Board members and the Chair
14. Decision on the Nomination Committee
15. Decision on the guidelines for remuneration to top executives
16. Decision on amendments of the Articles of Association
17. a) Decision on reduction of the share capital and
b) Decision on bonus issue
18. Decision to acquire own shares in accordance with the Securities
Market Act
19. Decision on authorization for the Board of Directors to decide on
acquisitions of own shares in addition to what is stated in item 18
20. Decision on authorization for the Board of Directors to decide on
issuance of convertibles
21. Approval of performance and share based remuneration program for
2012
a) Proposal to approval for the Board of Directors' resolution
regarding a common program for 2012
b) Proposal to approval of the Board of Directors' resolution
regarding deferred variable remuneration in the form of shares under an
individual program 2012
c) The Board of Directors' proposal for resolution regarding
transfer of ordinary shares
22. Matter submitted by the shareholder Christer Dupuis on suggested
proposal to remove the signpost "Swedbank Arena" on the arena in Solna,
Stockholm alternatively change the name of the arena.
23. Closing of the meeting
The addresses by the Chair of the Board of Directors and the CEO will be
available online following the closing of the Meeting at
www.swedbank.se/ir.
Nomination Committee
The Nomination Committee consists of Lennart Anderberg, Chair, appointed
by the owner group Föreningen Sparbanksintressenter, Tommy Hjalmarsson
appointed the owner group Sparbanksstiftelser, Lars Idermark, Chair of
the Board of Directors of Swedbank AB, Tomas Norderheim, appointed by
the owner group Folksam and Rose Marie Westman, appointed by Alecta.
Proposals of the Board of Directors and the Nomination Committee etc
Item 2; Election of the Meeting Chair
The Nomination Committee proposes that Counsel Claes Beyer is elected
Chair at the Meeting.
Item 9; Approval of the allocation of the bank's profit or loss in
accordance with the adopted balance sheet as well as decision on record
date for dividends
The Board of Directors proposes that of the amount at the disposal of
the Meeting, SEK 31 897m, SEK 1 012m is distributed as dividends to
holders of preference shares and SEK 4 813m is distributed as dividends
to holders of ordinary shares and the balance, SEK 26 054m, is carried
forward. Hence, a dividend of SEK 5.30 for each preference share and SEK
5.30 for each ordinary share is proposed. The proposed record date is 30
March, 2012. With this record date, the dividend is expected to be paid
through Euroclear on 4 April, 2012.
Item 10; Decision whether to discharge the members of the Board of
Directors and the CEO from liability
The Auditor recommends discharge from liability.
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 Meeting, shall be unchanged at ten.
Item 12; Determination of the fees to the Board members and the Auditor
The Nomination Committee proposes unchanged fees, meaning that the
following fees are proposed for the period until the close of the next
AGM: SEK 1 350 000 to the Chair, SEK 675 000 to the Deputy Chair and SEK
400 000 to each of the other Board members. As fee for committee work it
is proposed for each Board member of the Risk and Capital Committee SEK
250 000, member who is also the Chair of the Audit and Compliance
Committee SEK 175 000 and each of the other Board members who is also a
member of the Audit and Compliance Committee SEK 125 000, and each Board
member of the Remuneration Committee SEK 100 000.
The Nomination Committee proposes that the Auditor's fees shall be
payable as invoiced.
Item 13; Election of the Board members and the Chair
The Nomination Committee proposes, for the period until the close of the
next AGM, that Olav Fjell, Ulrika Francke, Göran Hedman, Lars Idermark,
Anders Igel, Pia Rudengren, Anders Sundström, Karl-Henrik Sundström and
Siv Svensson are re-elected as Board members and that Charlotte
Strömberg be elected as a new Board member. Helle Kruse Nielsen has
declined re-election.
The Nomination Committee proposes that Lars Idermark be re-elected as
Chair of the Board of Directors.
Charlotte Strömberg, (born 1959) has broad experience with background in
the Swedish financial sector most recent as CEO of Jones Lang LaSalle in
the Nordic region during 6 years. She has had various executive
positions in, inter alia, Carnegie Investment Bank and Alfred Berg ABN
AMRO. Charlotte Strömberg has a master from the Stockholm School of
Economics.
All proposed members, except Göran Hedman, are, in the opinion of the
Nomination Committee, considered as independent in relation to the bank,
the management of the bank and the major shareholders of the bank. All
aspects considered, Göran Hedman is not considered to be independent in
relation to the bank, it being understood that the co-operation
agreement between the bank and Sparbanken in Enköping has been taken
into account when making the assessment. However, Göran Hedman is
considered to be independent in relation to the management of the bank
and the major shareholders of the bank.
Item 14; Decision on the Nomination Committee
The Nomination Committee proposes a nomination process in accordance
with the following principles:
· The Nomination Committee shall consist of five members. The members
shall consist of the Chair of the Board of Directors and in addition
thereto the four shareholders who wish to appoint a member and who have
the largest holdings in the bank based on shareholdings known on the
last banking day in August 2012.
· 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 simultaneously notified
the bank via the Chair of the Board of Directors, that they have made an
agreement to take - through co-ordinated 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 an additional member
appointed by a shareholder who has become one of the four 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.
· The Nomination Committee's mandate shall be for the period 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 shareholder in turn due to holdings, and who has
not already appointed a member to the Nomination Committee.
· Members of the Nomination Committee shall not be remunerated for
their work or costs incurred.
· The Nomination Committee has the right, at the expense of the bank,
to engage a headhunter or other external consultants which the
Nomination Committee deems necessary to fulfil its assignment.
· The duties of the Nomination Committee shall, where applicable,
before a coming General Meeting, be to submit proposals for decisions
regarding:
- the election of a Chair of the General Meeting
- fees for the Board members elected by the General Meeting,
including fees for committee work
- fees for the Auditor
- the election of the members of the Board of Directors and Chair
of the Board of Directors
- the election of Auditor
- principles for appointing the Nomination Committee.
Item 15; Decision on the guidelines for remuneration to top executives
The Board of Directors proposes mainly the following guidelines for
remuneration to top executives:
In this context, top executives refer to the CEO of the bank and the
executives who at each time reports to the CEO and who also 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 and every change in remuneration. The
guidelines shall apply until the next AGM. Based on the guidelines the
Board of Directors shall decide on the remuneration terms. The Board of
Directors may deviate from the guidelines, if there exist special
reasons in a specific case. Remuneration can consist of the components:
fixed compensation in the form of base salary, benefits and pension and
variable compensation. The Board shall ensure that there is an
appropriate balance between fixed and variable components. Each top
executive shall receive a base salary and may be entitled to both
general benefits that are offered to all staff and special extra
benefits. Pension benefits shall generally be granted in accordance with
rules, collective agreements and practice in the country where the
executive is permanently resident. Pension benefits may be defined
benefit according to collective agreements or defined contribution and
are vested once they have accrued. The income shall have a cap annually
decided by the Board of Directors. If the bank terminates the
employment, salary may be paid during a notice period of 6-12 months. In
addition, severance pay can be paid during 6-12 months. Variable
compensation shall be linked to relevant, predetermined and measurable
criteria, designed with the purpose of supporting the bank's long-term
value creation. Variable compensation may be paid in shares and limits
for the maximum outcome shall be determined. To make room for risk
adjustment of variable remuneration, payment of such compensation shall,
be deferred and be conditional upon the criteria fulfilment on which the
remuneration is based being proved long-term sustainable and on the
group's position not having materially deteriorated. If the conditions
for payment are not satisfied, the remuneration shall be reduced in
whole or in part. Each material terms of incentive program shall be
resolved by a General Meeting of Shareholders. The Board of Directors
has, subject to the AGM's 2012 approval, decided to implement a
performance and share based remuneration program for 2012, the common
part of which shall comprise the top executives, according to what is
set out in item 21 a) below. None of the five highest paid top
executives participates in any incentive program as was the case also
for the corresponding programs 2011.
Item 16; Decision on amendments to the Articles of Association
With reference to the new proposed capital adequacy requirements for
Swedish systemically important banks, compare item 19 below, it would be
preferable if the mandatory conversion of preference shares can be made
in the same month as the month the AGM is held. Against that backdrop
the Board of Directors proposes that section 3 ("Share capital etc")
item 2. "Mandatory conversion" first paragraph of the Articles of
Association is changed to the following:
Current wording:
2. Mandatory conversion
The Board of Directors is obliged to, during the calendar month
immediately following the month in which the Annual General Meeting 2013
is held, however, if applicable, not earlier than the day after the
record day for the right to receive dividends resolved at such Annual
General Meeting, resolve to convert all preference shares into ordinary
shares. At such time, the Board of Directors shall also establish and
announce the record day for conversion.
Proposed wording:
2. Mandatory conversion
The Board of Directors is obliged to resolve to convert all preference
shares into ordinary shares as soon as possible after the Annual General
Meeting 2013, however, if applicable, not earlier than the day after the
record day for the right to receive dividend, as resolved at said Annual
General Meeting. At such time, the Board of Directors shall also
establish and announce the record day for conversion.
Item 17; Decision on a) reduction of the share capital and b) bonus
issue
The bank holds as of the date of this notice 57 168 814 ordinary shares,
3 415 641 preference shares and 1 500 000 C-shares corresponding to 5.35
percent of total number of issued shares and 5.24 percent of total
number of votes. The shares are repurchased during the period April up
to September 2011 inclusive. The Board of Directors' opinion is that 33
000 000 ordinary shares are needed to secure the bank's commitment to
deliver ordinary shares in the performance and share based remuneration
programs for 2010, 2011 and 2012, in the latter case if the 2012 program
will be approved. The Board of Directors considers that there is no
reason for the bank to continue to hold the remaining 29 084 455 shares
which have been repurchased. Consequently, the Board of Directors
considers that these shares should be cancelled by reducing the share
capital without repayment in combination with a bonus issue.
a) Reduction of the share capital
The Board of Directors proposes that the bank's share capital is reduced
by SEK 610 773 555. The reduction shall be done by cancelling 24 168 814
repurchased ordinary shares and all repurchased preference shares and
C-shares held by the bank without repayment. The amount of the reduction
will be allocated to funds to be utilised pursuant to the resolution by
the AGM in accordance with the proposal under b) below. After the
cancellation the share capital of the bank will amount to SEK 23 772 120
162 distributed on 1 132 005 722 ordinary shares and preference shares,
each with a quota value of SEK 21. There will be no C-shares in the bank
following the cancellation.
b) Bonus issue
The Board of Directors further proposes that the bank's share capital be
increased by SEK 1 132 005 722 of which a sum equivalent to the
reduction in share capital in accordance with a) above, i.e. SEK
610 773 555 be transferred from non-restricted equity, and
SEK 521 232 167 be transferred from the bank's statutory reserve as
shown in the balance sheet adopted for the financial year 2011. The
bonus issue will be carried out without any new shares being issued.
After carrying out the bonus issue, the share's quota value will be SEK
22 (SEK 21 before the bonus issue). Subsequent to the issue, the bank's
share capital will amount to SEK 24 904 125 884.
The AGM's resolution on the reduction of share capital is conditional of
the resolution of the bonus issue and vice versa and shall further be
conditional on the Swedish Financial Supervisory Authority's accepting
that the reduction takes place without the consent of the court in
accordance with Chapter 10, Section 13 of the Banking and Financing
Operational Act (2004:297).
Item 18; Decision to acquire own shares in accordance with the
Securities Market Act
The Board of Directors proposes that the bank, to facilitate its
securities operations, during the period until the AGM in 2013, in its
securities operations shall be permitted to continuously acquire its own
shares - preference shares as well as ordinary shares - in accordance
with the Securities Market Act to the extent that the total holding of
such shares at any given time does not exceed one (1) per cent of the
total number of shares in the bank. The price for such acquired shares
shall at each time correspond to the prevailing market price.
Item 19; Decision regarding authorization for the Board of Directors to
decide on acquisitions of own shares in addition to what has been stated
in item 18
The Board of Directors proposes that the AGM authorizes the Board of
Directors, for the period until the AGM 2013, to resolve on
acquisitions, in addition to what is stated in connection with item 18
in the proposed agenda, of the bank's own shares - preference shares as
well as ordinary shares - on one or more occasions. The total holding of
own shares may not exceed one tenth of the total numbers of shares in
the bank at each time. Acquisitions may only be made through purchase on
NASDAQ OMX Stockholm. An acquisition may only be made at a price within
the prevailing spread between the highest bid price and the lowest ask
price.
In November 2011 the Swedish government, jointly with the Riksbank and
the Swedish Financial Supervisory Authority, announced new capital
requirement for the systemically important Swedish banks. The new
capital requirements, assumed to become effective 1 January 2013, means
that Swedbank's core Tier I capital ratio according to Basel 3 must be
at least 10 per cent 2013 and at least 12 per cent 2015, and that total
capital must be at least 3.5 percentage points higher. Given current
revenue ability and knowledge on upcoming regulatory regime, the bank is
of the opinion that the proposed capital requirements for both 2013 and
2015 will be met without further capital injection. It may become
desirable to increase or decrease the capital base or change the
composition between core Tier I capital and other capital, for example
by repurchase of the bank's own shares.
Against that backdrop, the proposal is justified as one of several
measures to give the Board of Directors the possibility to continuously
adapt the bank's capital structure to existing capital needs. Decision
to acquire the bank's own shares will only be made if the Board of
Directors is of the opinion that the bank long term has a core Tier I
ratio that exceeds desirable levels and after the new capital
requirements have become clear.
Item 20; Decision on authorization for the Board of Directors to decide
on the issuance of convertibles
The Board of Directors proposes that the AGM authorizes the Board of
Directors, for the period until the AGM 2013, to resolve on issue of
convertibles, with deviation from shareholders preferential rights on
one or more occasions. The debt instruments shall only convert mandatory
into ordinary shares on certain conditions. The number of ordinary
shares as a result of conversion may not exceed 100 000 000 or the
corresponding number due to bonus issue, rights issue, conversion of
convertibles, split or reversed share split or similar corporate events.
The Board of Directors resolves on all other terms and conditions for
issues of convertible debt instruments.
According to the up-coming regulation a loan must, in order for it to be
eligible for inclusion in the capital base, contain conditions to the
effect that the loan will be converted to shares if a predetermined
circumstance occur, for example that the bank's core Tier I capital
ratio drops below a certain level, or conditions to the effect that the
loan will be written down applying corresponding conditions.
The purpose of this proposal is for the bank, without convening a
General Meeting of Shareholders, after decision by the Board of
Directors, to be able to issue convertibles if considered necessary in
order to effectively handle the capital base. Convertible loans may be
used to strengthen the bank's capital situation in the event of future
actual or anticipated financial difficulties. This should be
advantageous also to current shareholders. Since such debt instruments
would mainly be demanded by debt investors of the Swedish and
international capital markets, they must be able to be offered with
deviation from shareholders preferential rights.
Item 21 Approval of performance and share based remuneration program for
2012
The Board of Directors has decided as the previous year on a performance
and share based remuneration program for 2012 comprising a common
program with deferred variably remuneration in the form of shares (Eken
2012) see item 21 a) below and an individual program with variable pay
in two parts, one in the form of cash and one in the form of deferred
shares ("IP 2012") see item 21 b) below. Eken 2012 and IP 2012 are
designed in all material respects on the same terms and conditions and
the programs previous year. The Board of Directors of Swedbank 's
decision on "Eken 2012" and IP 2012 as far as it relates to deferred
variable pay in the form of shares has been made subject to the AGM's
subsequent approval.
21 a); Proposal to approve the resolution of the Board of Directors on a
common program Eken 2012
Eken 2012 includes approximately 15 100 of a total of approximately 16
300 employees within the Swedbank Group (Group). Also, top executives
are included, i.e. the executives of the Group Executive Committee (GEC)
who at each time report to the bank's CEO. However neither the CEO
himself nor the additional four members of GEC who are subject to the
bank's undertakings according to the guarantee agreement with the state
are included. Russia and Ukraine are not included, neither is the joint
venture company Entercard.
In essence, Eken 2012 means that to the extent certain performance
targets are achieved during the financial year 2012 the participants are
awarded a variable remuneration in the beginning of 2013 (Share Amount)
in the form of conditional, non-transferable performance rights. Each
performance right carries a right in year 2016 to receive automatically
and at no cost one ordinary share in the bank provided certain
conditions are fulfilled at the time of delivery. The Board of Directors
or its Remuneration Committee shall in proximity to every transfer of
shares assess if and to which extent the conditions have been met. The
allotment of performance rights and the outcome are dependent on the
extent to which the performance targets are achieved. The performance
targets are based on the profit, adjusted for capital costs and risks,
of the Group and the individual outcome under the bank's performance
development process which also comprises assessing a number of behaviors
linked to the Group's values - open, simple and caring.
The maximum Share Amount is normally limited to 1.5 month salary for
participants employed in Sweden and 3 month salary for participants
employed outside Sweden. Depending on the assessment re-allocation
between participants may occur resulting in the maximum Share Amount
being three times the above mentioned limitations. The base salary is
defined as the agreed fixed salary for December 2012.
The total Share Amount for participants is limited to approximately SEK
783m excluding social security costs and ancillary salary costs.
Conversion of the allotted Share Amount into performance rights is made
by dividing such amount by the average daily volume weighted price paid
per ordinary share in Swedbank at NASDAQ OMX Stockholm during the last
ten trading days in January 2013 (the Translation Rate), however, not
lower than SEK 50 per share (the Floor Price).
The total number of performance rights that may be allotted to the
participants amounts to a maximum of approximately 15.7m, excluding
anticipated dividend compensation and adjustment for forfeited
performance rights, which equals the quotient of (a) the highest
aggregate Share Amount for all participants divided by (b) the Floor
Price. If the Translation Rate is hypothetically assumed to be SEK 100,
the total number of Performance Rights which may be allotted to the
Participants amounts to a maximum of approximately 7.8m, excluding
anticipated dividend compensation and adjustment for forfeited
performance rights.
In the Group's financial accounting the total Share Amount will be
recognized as staff costs in the income statement during the accrual
period which is considered to correspond to the duration.
The maximum cost for the Share Amount amounts to approximately SEK 783m,
which corresponds to 0.7 percent of the bank's market value as of 31
January 2012. The estimated value of the Share Amount amounts to
approximately SEK 365m, which corresponds to 0.3 percent of the bank's
market value as of 31 January 2012.
The maximum annual cost in the income statement is expected to be
approximately SEK 188m. The estimated annual cost in the income
statement amounts to approximately SEK 88m.
The estimates above are standardized and based upon an achievement of
the performance targets corresponding to almost 50 percent of the total
Share Amount.
If the bank's estimated maximum commitment exclusive of anticipated
dividend compensation and forfeited performance rights is hedged by way
of transfer of held own shares acquired by virtue of authorization from
the AGM this would result in a total dilution of approximately 1.4
percent in relation to the outstanding number of shares and votes as of
31 December 2011. The dilution is expected to have a marginal impact on
the Group's key ratios, also when taken together with the proposed
individual program for 2012 (according to Item 21 b) below).
Item 21 b); Proposal to approve the resolution of the Board of Directors
of Swedbank regarding deferred variable remuneration in the form of
shares under IP 2012
IP 2012 comprises approximately 800 employees in the Swedbank Group
(Group) in positions of direct importance for creating revenues and
sustainable shareholder value. Top executives (see item 21 a)) are not
included. Russia and Ukraine are not included nor is the joint venture
company Entercard.
IP 2012 gives a possibility to receive variable remuneration partly in
the form of cash remuneration, partly in the form of deferred
remuneration consisting of shares. In essence, the program means that to
the extent certain performance targets are achieved during the financial
year 2012 the participants are allotted a variable remuneration in the
beginning of 2013 of which a part (Share Amount) is allotted in the form
of conditional, non-transferable performance rights. Each performance
right carries a right in year 2016 to receive automatically and at no
cost one ordinary share in the bank provided certain conditions are
fulfilled at the time of delivery. The Board of Directors or its
Remuneration Committee shall in proximity to every transfer of shares
assess if and to which extent the conditions have been met. The Share
Amount for each participant is 40 percent of the determined variable
remuneration. The Board of Directors however reserves the right to
resolve that for certain categories of participants the Share Amount
will be a higher portion of the variable remuneration than 40 percent
and also to in any other manner make adjustments.
The allotment and the outcome of IP 2012 are dependent on the extent to
which the performance targets have been achieved. The performance
targets are, for the majority of the participants, determined on the
following three evaluation levels (1) the profit after tax, adjusted for
capital costs and risks, for the Group (2) the profit, adjusted for
capital costs and risks, for the respective business area and whether
this has been achieved in accordance with the business area's strategic
plan and a sound risk attitude (3) the risk adjusted results on an
individual level and team level. When assessing the targets at this
level the outcome under the bank's performance development process which
also comprises both financial and operational factors are evaluated.
Further, a number of behaviors linked to the Group's values - open,
simple and caring are assessed.
Conversion of the allotted Share Amount into performance rights is made
in the same way as in Eken 2012 on the basis of a translation rate (the
Translation Rate) based on the average daily volume weighted price paid
per ordinary share in Swedbank at NASDAQ OMX Stockholm during the last
ten trading days in January 2013, however, not lower than SEK 50 per
share (the Floor Price).
The total Share Amount for all Participants is limited to a maximum of
approximately SEK 227m.
The total number of performance rights which may be allotted to the
participants amounts to a maximum of approximately 4.5m excluding
anticipated dividend compensation and adjustment for forfeited
performance rights which equals the quotient of (a) the highest
aggregate Share Amount for all participants divided by (b) the Floor
Price. If the Translation Rate is hypothetically assumed to be SEK 100,
the total number of performance rights which may be allotted to the
Participants amounts to a maximum of approximately 2.3m, excluding
anticipated dividend compensation and adjustment for forfeited
performance rights.
In the Group's financial accounting the total Share Amount will be
recognized as staff costs in the income statement during the accrual
period which is considered to correspond to the duration.
The maximum costs for the Share Amount amounts to approximately SEK
227m, which corresponds to 0.2 percent of the bank's market value as of
31 January 2012.
The estimated value of the Share Amount amounts to approximately SEK
76m, which corresponds to 0.1 percent of the bank's market value as of
31 January 2012.
The maximum annual cost in the income statement is expected to be
approximately SEK 54m. The estimated annual cost in the income statement
amounts to approximately SEK 18m.
The estimates above are standardized and based upon an achievement of
the performance targets corresponding to almost 35 percent of the total
Share Amount.
If the bank's estimated maximum commitment exclusive of anticipated
dividend compensation and forfeited performance rights is hedged by way
of transfer of held own shares acquired by virtue of authorization from
the AGM this would result in a total dilution of approximately 0.4
percent in relation to the outstanding number of shares and votes as of
31 December 2011. The dilution is expected to have a marginal impact on
the Group's key ratios, also when taken together with the proposal of
Eken 2012 (according to item 21 a)).
Item 21 c); The Board of Directors proposal for a resolution regarding
transfer of ordinary shares
The Board of Directors is of the opinion that the most efficient and
flexible method to secure Swedbank's commitment to deliver ordinary
shares under i) the common and the individual performance and share
based remuneration program for 2012 ("Eken 2012" and "IP 2012"
respectively, and together referred to as "Program 2012"), and ii)
previous common and individual performance and share based remuneration
programs within the Swedbank Group - provided that such performance and
share based remuneration programs, in whole or in part, have been
resolved by or adopted subject to subsequent approval by a General
Meeting of Shareholders' of Swedbank ("Previous Programs") - is to, with
deviation from the shareholders' preferential rights, at no cost,
transfer ordinary shares held by Swedbank and acquired by virtue of
authorization of repurchase of own shares resolved by a AGM.
The Board of Directors proposal consists of transfer of ordinary shares
at no cost partly to entitled participants under Program 2012 and
Previous Programs, directly or where applicable through the bank's
subsidiaries or to an external party engaged for this purpose and partly
at NASDAQ OMX Stockholm if the Board of Directors deems necessary, to
cover certain costs in connection with IP 2012, in particular social
security costs and ancillary salary costs.
Transfer of shares according to above may not exceed 33 000 000 ordinary
shares (or such adjusted higher number of ordinary shares which may be a
result of a bonus issue, share split, dividend compensation or
corresponding corporate events). If transfer of the maximum amount of
ordinary shares 33 000 000 occurs, this would result in a total dilution
of approximately 3 percent in relation to the outstanding number of
shares and votes as of 31 December 2011.
The Board of Directors' proposals as per above are conditional upon the
resolution of the Board of Directors regarding Eken 2012 and/or deferred
variable remuneration in the form of shares under IP 2012 having been
approved by the AGM.
If the AGM does not approve of the proposals as per above, the Board of
Directors intends to hedge the bank's commitment to deliver ordinary
shares, in whole or in part, for Program 2012 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 to the Participants
ordinary shares in Swedbank.
Total number of shares and votes in Swedbank
At the time of issuance of this notice the total number of shares in
Swedbank amounts to 1 161 090 177 of which 965 190 117 are ordinary
shares, 194 400 060 are preference shares and 1 500 000 are C-shares. If
shareholders elects to convert its preference shares into ordinary
shares during the month of February 2012, the distribution between the
number of ordinary shares and preference shares will change. Of the
total number of shares, 57 168 814 ordinary shares, 3 415 641 preference
shares and 1 500 000 C-shares, are held by the bank itself.
Majority requirements
Approval of the Board of Directors' proposal according to items 16-20
requires that the AGM'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 21 c) requires that the AGM's resolution is supported
by shareholders representing at least nine tenths of the votes cast and
shares represented at the Meeting.
Complete proposals etc.
The accounts and auditor's reports, the complete proposals of the Board
of Directors in respect of items 9 and 15-21, the Board of Director's
statement pursuant to items 9, 18 and 19, statement from the bank's
Auditor according to Chapter 8, Section 54 and Chapter 20 Section 14 of
the Companies Act, the complete proposals of the Nomination Committee
and the submitted matter in respect of item 22 will be made available at
Swedbank, the Company Secretary, Brunkebergstorg 8, Stockholm, no later
than from and including 6 March, 2012. 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 the above mentioned date at www.swedbank.se/ir.
Information at the Annual General Meeting
At the AGM, the Board of Directors and the CEO are under a duty to, if
any shareholder so requests and the Board of Directors deems that it can
be made without material damage to the bank and without any appreciable
inconvenience for any person, provide information, regarding
circumstances which may affect the assessment of a matter on the agenda
or of the bank's economic situation. Such duty to provide information
also comprises the bank's relation to other group companies, the
consolidated accounts and such circumstances regarding subsidiaries
which are set out in the foregoing sentence.
The shareholders are warmly welcomed to the AGM.
Stockholm in February 2012
Swedbank AB (publ)
The Board of Directors
English-speaking shareholders
This notice to attend the AGM of Swedbank AB, to be held at 11:00 am
(CET) on 27 March, 2012 at Dansens Hus, Barnhusgatan 14, Stockholm,
Sweden,