Welcome to Swedbank’s Annual General Meeting on 30 March 2023
The shareholders in Swedbank AB (publ) are hereby given notice to the Annual General Meeting that will be held at Oscarsteatern, Kungsgatan 63, Stockholm, at 11:00 am (CET) on Thursday 30 March 2023.
Shareholders are welcome for registration from 09:30 am (CET). Lighter refreshments will be offered before the Annual General Meeting.
As a service to non-Swedish speaking shareholders, the Annual General Meeting will be simultaneously interpreted to English.
Pursuant to article 12 of Swedbank AB’s Articles of Association, 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 over link on Swedbank’s website, www.swedbank.com/AGM.
Right to attend the Annual General Meeting and notice
Physical participation at the Annual General Meeting
Anyone wishing to physically 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 22 March 2023, and
- give notice of their intention to attend the Annual General Meeting, in accordance with the instructions below, no later than 24 March 2023. This means that registration only by postal voting is not sufficient for those who wish to physically attend the meeting.
Notification of physical participation must be made to the company no later than 24 March 2023 in accordance with the following:
- in writing 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 24 March 2023. 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 Sweden AB (“Euroclear”) as per 22 March 2023, and
- give notice by casting their postal vote in accordance with the instructions below, so that the postal vote is received by Swedbank AB, c/o Euroclear no later than 24 March 2023.
A special form shall be used for postal voting. The postal voting form is available at Swedbank AB’s website www.swedbank.com/AGM.
Completed and signed postal voting form can be sent by post to Swedbank AB, “AGM”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, or by e-mail to GeneralMeetingService@euroclear.com. The completed form must be received by Euroclear no later than 24 March 2023. Shareholders may also, no later than 24 March 2023, 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 AB’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, physically or by proxy, must report this in accordance with the instructions under the heading “Physical participation at the Annual General Meeting” above. This means that a registration only by postal vote is not sufficient for those who want to physically attend the Annual General Meeting.
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 held by Euroclear as of the record date on 22 March 2023. Such registration may be temporary (so-called voting rights registration) and 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 24 March 2023 will be accepted in the preparation of the share register.
Proposed agenda
- Opening of the General Meeting
- Election of Chair of the General Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of two persons to verify the minutes
- Decision whether the General Meeting has been duly convened
- a) Presentation of the annual report and the consolidated accounts for the financial year 2022
b) Presentation of the auditor’s reports for the bank and the group for the financial year 2022
- 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 2022
- 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
- a-r) Decision whether to discharge the members of the Board of Directors and the CEO from liability
- Determination of the number of Board members
- Determination of the remuneration to the Board members and the Auditor
- a)–k) Election of Board members
- Election of the Chair of the Board of Directors
- Election of Auditor
- Decision on the Nomination Committee
- Decision on guidelines for remuneration to senior executives
- Decision to acquire own shares pursuant to the Securities Market Act
- Decision on authorisation for the Board of Directors to decide on acquisitions of own shares in addition to what has been stated in item 18
- Decision on authorisation for the Board of Directors to decide on the issuance of convertibles
- Decision on performance and share based remuneration programs for 2023
a) Decision on a general performance and share based remuneration program 2023 (“Eken 2023”)
b) Decision on deferred variable remuneration in the form of shares under the Individual Program 2023 (“IP 2023”)
c) Decision on transfer of own shares
- Submission of Remuneration report for approval
- Proposal from the shareholder Carl Axel Bruno regarding change of the software in the bank’s central computers
- Proposal from the shareholder Tommy Jonasson regarding allocation of funds for a study on the legal certainty for bank customers with guardians, trustees, etc.
- Proposal from the shareholder Tommy Jonasson regarding the establishment of a Swedish/Danish chamber of commerce with office in Landskrona
- 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
- Closing of the General Meeting
Read the full notice in attached pdf-document, which will also be available on http://www.swedbank.com/AGM.
Contact:
Annie Ho, Head of Investor Relations, phone: + 46 70 343 78 15
Unni Jerndal, Senior Advisor, phone: + 46 73 092 11 80
Swedbank empowers the many people and businesses to create a better future. Our vision is a financially sound and sustainable society. Swedbank is the leading bank with over 7 million retail customers and 550 000 corporate customers in our four home markets Sweden, Estonia, Latvia and Lithuania. Swedbank is also present in other Nordic countries, the U.S. and China. Together we make your financial life easier. Find out more: www.swedbank.com
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