Notice of AGM

Swedbank AB

21 February 2024

 

21 February 2024

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 [phone], 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 mailto:[e-mail]. 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.

Proposed agenda

1.   Opening of the General Meeting

2.   Election of Chair of the General Meeting

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 General Meeting has been duly convened

7.   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

8.   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

9.   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

10. a)-q) 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 remuneration to the Board members and the Auditor

13. a)-j) Election of Board members

14. Election of the Chair of the Board of Directors

15. Election of Auditor

16. Decision on the Nomination Committee

17. Decision to acquire own shares pursuant to the Securities Market Act

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

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

20. Decision on performance and share based remuneration programs for 2024

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

      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

21. Decision to amend the Articles of Association

22. Submission of Remuneration Report for approval

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

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

25. Closing of the General Meeting

For the full notice and more information, see attachment or visit www.swedbank.com/AGM.

Contact:

Annie Ho, Head of Investor Relations, [phone]

Hannes Mård, Media Relations Manager, [phone]

Swedbank empowers the many people and businesses to create a better future. Our vision is a financially sound and sustainable society. Swedbank Group 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 Group 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

Attachment:

http://www.rns-pdf.londonstockexchange.com/rns/9904D_1-2024-2-21.pdf

 

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