23.02.2010 07:36:00
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Welcome To Swedbank's Annual General Meeting on March 26, 2010
Regulatory News:
The shareholders in Swedbank AB (Pink Sheets:SWDBF) (STO:SWEDA) (LSE:SWK) are hereby given notice that the Annual General Meeting will be held at Berwaldhallen, Dag Hammarskjölds Väg 3, Stockholm, on Friday March 26, 2010 at 11.00 am (Central European Time).
Shareholders are welcome from 9.30 am (Central European Time). 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) (formerly VPC
AB) on March 20, 2010 (the "Record Date”) and must give notice of their
attendance to Swedbank’s head office not later than March 22, 2010
preferably before 3 pm (Central European Time). Since the Record Date is
a Saturday shareholders must be recorded in the share register not later
than March 19, 2010.
Notification may be submitted by letter to Swedbank, Box 7839,SE-103 98 Stockholm, Sweden, or by telephone +46 8 402 90 60, or by fax +46 8 20 56 85, label the message "Swedbank AGM”, or online at swedbank.se/ir, under the heading "årsstämma” (Annual General Meeting).
The notification shall state the name of the shareholder, and should in addition thereto state the shareholder’s 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 must be presented at the entrance to Berwaldhallen, will be sent around March 23, 2010 to participants who have given notice of their attendance.
NOMINEE-REGISTERED SHARES
Shareholders whose shares are
nominee-registered must – in addition to giving notice of their
attendance – request that the shares be temporarily registered in their
own name at Euroclear. Such registration should be requested at the
nominee well before the Record Date. Since the Record Date is a
Saturday, the registration must be completed not later than March 19,
2010.
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 not later than March 22, 2010. Power of attorney
forms are available on the Bank’s web site swedbank.se/ir, under the
heading årsstämma (Annual General Meeting).
PERSONAL DATA
Personal data obtained from the share register,
notices of attendance at the Annual General Meeting and information on
proxies and advisors will be used for registration, preparation of the
voting list for the Annual General Meeting and, where applicable, the
minutes of the Meeting.
PROPOSED AGENDA
Opening of the Meeting
Election of the Meeting
Chair
Preparation and approval of the voting list
Approval of the agenda
Election
of two persons to verify the minutes
Decision whether the Meeting
has been properly convened
a) Presentation of the annual report and
the consolidated accounts for the financial year 2009
b)
Presentation of the auditor’s reports for the Bank and the Group for the
financial year 2009
c) Address by the CEO 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 2009
Approval of the allocation of the Bank’s profit or loss
in accordance with the adopted balance sheet
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 fees to the Board members and the Auditor
Election of the
Board members and the Chair
Election of Auditor
Decision on
the Nomination Committee
Decision to acquire the Bank’s own shares
in accordance with the Securities Market Act
Decision on the
guidelines for remuneration to top executives
Proposal from the
shareholder Christer Dupuis to take down the signpost "Swedbank Arena”
at the football arena in Solna, Stockholm.
Proposal from the
shareholder Tommy Jonasson to allocate SEK 2 million to a
fund/foundation with the name "Create decent Landskrona residents”. The
aim of the fund shall be, according to the instructions of Tommy
Jonasson, to prevent crimes of violence and to prevent faults or
negligence in municipal exercise of authority.
20. Closing of the
Meeting
The address by the CEO will be available online following the closing of the Meeting at swedbank.se/ir.
NOMINATION COMMITTEE
The Nomination Committee consists of Lars
Idermark, Chair, appointed by Folksam ömsesidig livförsäkring and
Folksam ömsesidig sakförsäkring, Lennart Anderberg, deputy Chair,
appointed by Swedish Savings Banks, Tommy Hjalmarsson, appointed by
Savings Banks Foundations, Hans Sterte, appointed by
Livförsäkringsaktiebolaget Skandia and Carl Eric Stålberg, Chair of the
Board of Directors of Swedbank AB.
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 be elected Chair at the Annual General Meeting.
Item 9. Approval of the allocation of the Bank’s profit or loss in
accordance with the adopted balance sheet
The Board proposes that
no dividend is declared for the financial year 2009 and that the
unappropriated earnings at the disposal of the Annual General Meeting
are carried forward.
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 shall be ten.
Item 12. Determination of the fees to the Board members and the Auditor
The
Nomination Committee proposes no changes to the fees, meaning that the
following fees are proposed, for the period until the close of the next
Annual General Meeting: SEK 1 350 000 to the Chair, SEK 675 000 to the
Deputy Chair of the Board and SEK 400 000 to each of the other Board
members. It is further proposed that the Meeting resolves that each
Board member who is also a member of the Risk and Capital Committee
shall be paid a fee of SEK 250 000, the Board member who is also the
Chair of the Audit and Compliance Committee shall be paid a fee of SEK
175 000 and each of the other Board members who is also a member of the
Audit and Compliance Committee shall be paid a fee of SEK 125 000, and
that each Board member who is also a member of the Remuneration
Committee shall be paid a fee of SEK 100 000.
The Nomination Committee proposes that the Auditor’s fees be payable as invoiced.
Item 13. Election of the Board members and the Chair of the Board
The
Nomination Committee proposes, for the period until the close of the
next Annual General Meeting, that Ulrika Francke, Berith
Hägglund-Marcus, Anders Igel, Helle Kruse Nielsen, Pia Rudengren, Anders
Sundström and Karl-Henrik Sundström be re-elected as Board members and
Göran Hedman, Lars Idermark and Siv Svensson be elected as new Board
members.
The Nomination Committee proposes that Lars Idermark be elected as Chair of the Board of Directors.
Göran Hedman
Göran Hedman is Chief Executive Officer of the Savings
Bank in Enköping since 2002 (Sw Sparbanken i Enköping). He has long and
broad operative experience from 28 years in different leading management
positions in FöreningsSparbanken (Swedbank) and Föreningsbanken. Göran
Hedman has a high school degree with focus on business administration
and has completed several management trainings, amongst other by INSEAD.
Lars Idermark
Lars Idermark is Chief Executive Officer and
President of KF since 2005 and was prior to that Chief Executive Officer
in Second Swedish National Pension Fund. Lars Idermark also has broad
bank experience from six years in Föreningsbanken as Executive Vice
President and Chief Financial Officer (CFO) and three years as Deputy
CEO and President of FöreningsSparbanken (Swedbank). Lars Idermark has a
Master of Business Administration from Uppsala University.
Siv Svensson
Siv Svensson is Chief Executive Officer of Sefina
Finance AB since 2008. Siv Svensson has long and broad experience from
Nordea AB in different leading management positions during 19 years and
most recently as Executive Vice President and regional head. Siv
Svensson has a degree in Business Administration, International economy,
from Uppsala University.
All proposed members, except Göran Hedman, are in the opinion of the Nomination Committee to be 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 Swedbank based on the fact that the co-operation agreement signed between Swedbank and the Savings Bank in Enköping was taken into account when making the assessment. Göran Hedman is considered to be independent in relation to the management of the Bank and the major shareholders of the Bank.
The shareholder Thorwald Arvidsson has advised that he will at the Annual General Meeting, propose that Anders Igel is elected Chair of the Board of Directors and that Carl Eric Stålberg is elected honorary Chair. Since Anders Igel and Carl Eric Stålberg both have declined such nominations, respectively, it will not be possible to vote on these proposals.
Item 14. Election of Auditor
The Nomination Committee proposes
that, for the period until the close of the Annual General Meeting of
2014, that registered firm of authorized public accountants Deloitte AB
be elected as Auditor. Deloitte AB has advised that, if the Nomination
Committee’s proposal is adopted by the Annual General Meeting, it
intends to appoint the authorized public accountant Svante Forsberg to
bein charge of auditing.
Item 15. 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 as well as
the four 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 2010. When determining who the largest
shareholders are, a group of shareholders shall be considered to be one
owner-group if they have been organized as an owner-group in the
Euroclear system or have made public and notified the Bank 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.
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 was 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 fulfill its assignment.
The duties of the Nomination Committee shall be, where applicable, 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 of 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 16. Decision to acquire the Bank’s own shares in accordance with
the Securities Market Act
The Board of Directors proposes that the
Annual General Meeting resolves that the Bank, during the period until
the Annual General Meeting in 2011, in its securities operations shall
be be permitted to continuously acquire its own shares, to facilitate
its securities operations in accordance with the Securities Market Act
up to a number that at any given time results in the holding of such
shares does not exceed one (1) per cent of the total number of shares in
the Bank. The price for shares acquired in this manner shall at each
time correspond to the prevailing market price.
Item 17. Decision on the guidelines for remuneration to top executives
The Board of Directors proposes that the Annual General Meeting resolves mainly the following guidelines for remuneration to top executives:
Top executives in this context refer to the CEO of Swedbank 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 are consistent with and promote an effective risk management and do not encourage excessive risk-taking. Further, they shall be designed with the purpose of insuring the Bank’s access to executives with the competence that the bank needs at costs adapted to the Bank and that have the intended effects on the business.
These guidelines shall be applied in relation to every commitment on remuneration to top executives, and every change of such a commitment, which is resolved after the Annual General Meeting at which the guidelines were adopted. The guidelines shall apply until the next Annual General Meeting. Based on the guidelines the Board of Directors shall decide on the remuneration terms. The Board may deviate from the guidelines, if there in a specific case exist special reasons for it. The levels of remuneration shall be decided in accordance with an established, structured benchmark process as support for comparison of and decision on levels. Remuneration can consist of the following components: fixed compensation in the form of base salary, benefits and pension and variable compensation in the form of short-time incentive programmes (STI programmes) and long-term incentive programmes (LTI programmes). The Board shall see to it that there is an appropriate balance between fixed and variable components. Each top executive shall receive a base salary and may have the right 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 each respective executive is permanently resident. Pension benefits for top executives may be defined benefit according to collective agreements or defined contribution and are vested once they are accrued. For top executives employed after 2006 the pensionable income shall have a cap. 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 in the form of STI and LTI programmes shall be linked to relevant, predetermined and measurable criteria, designed with the purpose of supporting the Bank’s long-term value creation. For variable compensation that is paid in cash, limits for the maximum outcome shall be determined for each individual top executive. Payment of at least 60 per cent of variable compensation shall be deferred at least three years and be conditional upon, inter alia the criteria fulfilment on which the remuneration is based, being proved long-term sustainable. Each STI programme shall be designed in accordance with the Bank’s at each time valid policies for incentive programmes and remuneration and with criteria adjusted and relevant to the individual executive. Each LTI programme, including share and share price related incentive programmes, shall be resolved by the General Meeting. The General Meeting’s resolution shall contain the material terms of the programme. For the time being, the Bank has not adopted any STI or LTI programme. The Board however has the right to decide on STI programmes and will during the year evaluate whether an LTI programme shall be proposed to the General Meeting or not.
The total remuneration cost is comprised of the Bank’s annual cost for base salary, STI programmes, LTI programmes, benefits and pension for the respective top executives, including social security contribution and special employer’s contribution on pension costs. The total remuneration cost per financial year may not exceed the following amounts: For the CEO: 400 income base amounts. For every other top executive: 350 income base amounts.
TOTAL NUMBER OF SHARES AND VOTES IN SWEDBANK
The total number of
shares and votes in Swedbank amounts to 1 159 590 177, of which 219 636
594 are preference shares, at the time of the issue of this notice.
MAJORITY REQUIREMENTS
Approval of the Board’s proposal according to
item 16 requires that the Annual General Meeting’s resolution is
supported by shareholders representing at least two thirds of the votes
cast and shares represented at the Meeting.
COMPLETE PROPOSALS ETC
The accounts and auditor reports, the
complete proposals of the Board in respect of items 16 and 17, the
Board’s statement pursuant to item 16, statement from the Bank’s auditor
according to Chapter 8 Section 54 of the Companies Act (2005:551), the
complete proposals of the Nomination Committee and the other statements
under items 13, 18 and 19 will be made available from Swedbank, Company
Secretary, Brunkebergstorg 8, Stockholm, not later than from and
including March 12, 2010. The documents will be sent to shareholders who
request them and provide their postal address. The documents, together
with the annual report, will also be made available not later than the
above mentioned date at swedbank.se/ir.
The shareholders are warmly welcomed to the Annual General Meeting.
Stockholm, February 2010
Swedbank AB (publ)
The Board of
Directors
English-speaking shareholders
This notice to attend the Annual
General Meeting of Swedbank AB, to be held at 11.00 am (Central European
Time) on March 26, 2010 at Berwaldhallen, Dag Hammarskjölds Väg 3,
Stockholm, Sweden, can also be obtained in the English language at
swedbank.se/ir.
Swedbank’s vision is to be the leading financial institution in the markets where we are present. Swedbank has 9.5 million retail customers and 550,000 corporate customers with 381 branches in Sweden, 226 branches in the Baltic countries and another 156 branches in Ukraine. The group is also present in Copenhagen, Helsinki, Kaliningrad, Luxembourg, Moscow, New York, Oslo, Shanghai, S:t Petersburg and Tokyo. As of December 31 2009 the group had total assets of SEK 1,795 billion and approximately 19,000 employees. For more information about Swedbank, please visit www.swedbank.com
This information was brought to you by Cision http://www.cisionwire.com
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