18.08.2009 06:25:00
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Welcome to the Extraordinary General Meeting of Swedbank on 15 September 2009
Regulatory News:
Swedbank (Pink Sheets:SWDBF)(STO:SWEDA)(LSE:SWK):
The shareholders in Swedbank AB are hereby convened to an Extraordinary
General Meeting at Cirkus, Djurgårdsslätten 43–45, Stockholm, Sweden on
Tuesday 15 September 2009 at 09:30 (CET). The doors open for the
shareholders from 08:00 (CET). A light meal will be served prior to the
Meeting.
As a service to participating non Swedish speaking
shareholders, the Meeting will be simultaneously interpreted to English.
INSTRUCTIONS
TO SHAREHOLDERS, ETC.
Shareholders who wish to attend the Meeting
must be recorded in the shareholders register maintained by Euroclear
Sweden AB (formerly VPC AB) ("Euroclear”, the Swedish Central Securities
Depository) on 9 September 2009 (the "Record Date”), and must notify
Swedbank’s head office of their participation not later than 9 September
2009, preferably before 3:00 p.m. (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
• by fax +46
8-20 56 85, label the message "Swedbank EGM”, or
• online at www.swedbank.com/ir,
under the heading Extra bolagsstämma (Extraordinary General Meeting).
Please note that online registration is only available in English for
individuals.
The notification shall include your name and in
addition preferably also include personal/company registration number
(for Swedish citizens or companies), address, telephone number and the
number of any accompanying assistants (not more than two). Entrance
cards, which must be shown at the entrance of the premises of the
Meeting, will be sent around 10 September 2009 to participants who have
submitted a notification.
NOMINEE-REGISTERED SHARES
Shareholders
whose shares are nominee registered must, in addition to the
notification of participation, request that their shares be temporarily
registered in their own name at Euroclear in order to be entitled to
participate in the Meeting. Such registration must be completed not
later than 9 September 2009. This means that the shareholder who wishes
such registration must notify the nominee well in advance of such date.
PROXIES,
ETC.
Shareholders represented by proxy or a representative are
asked to submit a signed and dated power of attorney in original, a
certified copy of a registration certificate or other document attesting
to the authority of the signatory, to Swedbank at the above address well
in advance of the Meeting, preferably not later than 9 September 2009.
Forms for power of attorneys are available online at www.swedbank.com/ir
under the heading Extra bolagsstämma (Extraordinary General Meeting).
Please note that online registration is only available in English for
individuals.
PERSONAL DETAILS
Personal details obtained
from the share register, notification of participation in the Meeting
and information on proxies and assistants will be used for the required
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 in connection therewith address by the Chair
2.
Election of the Meeting Chair
3. Preparation and approval of the
voting list
4. Approval of the agenda
5. Appointment of two
persons to verify the minutes
6. Resolution on whether the Meeting
has been properly convened
7. Resolution on (a) approval of the
Board of Directors’ resolution on a new issue and (b) transfer to the
bank’s share capital from other shareholders’ equity
8. Resolution
on (a) reduction of the share capital, (b) amendment to the articles of
association, (c) approval of the Board of Directors’ resolution on a new
issue, and (d) transfer to the bank’s share capital from other
shareholders’ equity
9. Resolution on (a) amendment to the articles
of association, (b) reduction of the share capital, (c) amendment to the
articles of association, (d) approval of the Board of Directors’
resolution on a new issue, and (e) transfer to the bank’s share capital
from other shareholders’ equity
10. Resolution on (a) amendment to
the articles of association, (b) reduction of the share capital, (c)
amendment to the articles of association, (d) approval of the Board of
Directors’ resolution on a new issue, and (e) transfer to the bank’s
share capital from other shareholders’ equity
11. Closing of the
Meeting
The address made by the Chair will be available
online following the Meeting at www.swedbank.com/ir.
MOTIONS,
ETC.
Item 2; Election of the Meeting Chair
Counsel Axel
Calissendorff is proposed as Meeting Chair.
Information
regarding the Board of Directors’ proposals pursuant to items 7–10
As
is stated below, the Board of Directors proposes, inter alia, that the
Extraordinary General Meeting resolves on approval of the Board of
Directors’ resolution on a new issue of ordinary shares with
preferential rights for the shareholders. The maximum amount by which
the share capital shall be increased, the maximum number of shares to be
issued and the subscription price to be paid for each new share will be
determined by the Board of Directors at a later occasion, however not
later than on 12 September 2009. In order to achieve flexibility
regarding the determination of the complete terms, the Board of
Directors has prepared four alternative proposals (items 7–10) of which
only one proposal may be adopted by the General Meeting. Thus, the Board
of Directors will withdraw the three proposals which it deems least
appropriate for the implementation of the new issue. Such withdrawal
will be announced in connection with the Board of Directors
determination of the complete terms for the new issue.
Each
of the items 7–10 below shall be deemed as one proposal and,
accordingly, the relevant item shall, as a whole, be adopted by the
General Meeting as one resolution.
Item 7; Resolution in
relation to a new issue of ordinary shares with preferential rights for
the shareholders
a) Resolution on approval of the Board of
Directors’ resolution on a new issue
The Board of Directors
proposes that the General Meeting approves the Board of Directors’
resolution from 16 August 2009, on a new issue of ordinary shares with
preferential rights for the shareholders, subject to the following main
terms.
The Board of Directors, or anyone appointed within the
Board of Directors, is authorised to, not later than on 12 September
2009, resolve on the maximum amount by which the bank’s share capital
shall be increased, the maximum number of ordinary shares to be issued
and the subscription price to be paid for each new ordinary share.
The
right to subscribe for the new ordinary shares shall, with preferential
rights, be granted to the shareholders, regardless of whether their
shares are ordinary shares or preference shares. The record date for
receipt of subscription rights is 18 September 2009.
Subscription
for new ordinary shares by virtue of subscription rights shall be made
by way of cash payment during the period from and including 22 September
2009 until and including 6 October 2009.
Application for
subscription of ordinary shares not based on subscription rights shall
be made within the same period of time. Subscription shall in such cases
be made on a special subscription list. Payment for ordinary shares
which have been subscribed for without subscription rights shall be made
in cash according to instructions on the contract note, however not
later than on the third bank day after the issuing of the contract note.
The
Board of Directors shall be entitled to prolong the subscription period.
The
new ordinary shares shall carry right to dividends for the first time on
the first dividend record date occurring after the registration of the
shares with the Swedish Companies Registration Office.
b)
Resolution on transfer to the bank’s share capital from other
shareholders’ equity
In order to facilitate the new issue pursuant
to item 7a) above, the Board of Directors proposes, if and to the extent
it is required by reason of the subscription price in the new issue is
being set at a price lower than the quotient value of the shares
(currently SEK 21), that the requisite amount, however not more than SEK
5 billion, shall be transferred to the bank’s share capital from other
shareholders’ equity.
Item 8; Resolution in relation to a new
issue of ordinary shares with preferential rights for the shareholders
a)
Resolution on reduction of the share capital
In order to facilitate
the new issue pursuant to item 8c) below, the Board of Directors
proposes that the share capital of the bank, which presently amounts to
SEK 16,234,262,478, shall be reduced by SEK 4,638,360,708 without
redemption of shares, to be transferred to a fund to be used pursuant to
a resolution adopted by a General Meeting. Following the reduction, the
share capital of the bank will amount to SEK 11,595,901,770 divided into
773,060,118 shares, each share with a quotient value of SEK 15.
b)
Resolution on amendment to the articles of association
In order to
enable the new issue pursuant to item 8c) below, the Board of Directors
proposes that article 3, first paragraph of the articles of association
shall be amended insofar that the share capital of the bank shall be not
less than fifteen billion Swedish kronor (SEK 15,000,000,000) and not
more than sixty billion Swedish kronor (SEK 60,000,000,000) and the
number of shares shall be not less than one billion (1,000,000,000) and
not more than four billion (4,000,000,000).
c) Resolution on
approval of the Board of Directors’ resolution on a new issue
The
Board of Directors proposes that the General Meeting approves the Board
of Directors’ resolution from 16 August 2009, on a new issue of ordinary
shares with preferential rights for the shareholders, subject to the
following main terms.
The Board of Directors, or anyone
appointed within the Board of Directors, is authorised to, not later
than on 12 September 2009, resolve on the maximum amount by which the
bank’s share capital shall be increased, the maximum number of ordinary
shares to be issued and the subscription price to be paid for each new
ordinary share.
The right to subscribe for the new ordinary
shares shall, with preferential rights, be granted to the shareholders,
regardless of whether their shares are ordinary shares or preference
shares. The record date for receipt of subscription rights is 18
September 2009.
Subscription for new ordinary shares by
virtue of subscription rights shall be made by way of cash payment
during the period from and including 22 September 2009 until and
including 6 October 2009.
Application for subscription for
ordinary shares not based on subscription rights shall be made within
the same period of time. Subscription shall in such cases be made on a
special subscription list. Payment for ordinary shares which have been
subscribed for without subscription rights shall be made in cash
according to instructions on the contract note, however not later than
on the third bank day after the issuing of the contract note.
The
Board of Directors shall be entitled to prolong the subscription period.
The
new ordinary shares shall carry right to dividends for the first time on
the first dividend record date occurring after the registration of the
shares with the Swedish Companies Registration Office.
d)
Resolution on transfer to the bank’s share capital from other
shareholders’ equity
In order to facilitate the new issue pursuant
to item 8c) above, the Board of Directors proposes, if and to the extent
it is required by reason of the subscription price in the new issue is
being set at a price lower than the quotient value of the shares
(following the reduction pursuant to item 8a), SEK 15), that the
requisite amount, however not more than SEK 6 billion, shall be
transferred to the bank’s share capital from other shareholders’ equity.
Item
9; Resolution in relation to a new issue of ordinary shares with
preferential rights for the shareholders
a) Resolution on
amendment to the articles of association
In order to enable the
reduction of share capital pursuant to item 9b) below, the Board of
Directors proposes that article 3, first paragraph of the articles of
association shall be amended insofar that the share capital of the bank
shall be not less than five billion Swedish kronor (SEK 5,000,000,000)
and not more than twenty billion Swedish kronor (SEK 20,000,000,000).
b)
Resolution on reduction of the share capital
In order to facilitate
the new issue pursuant to item 9d) below, the Board of Directors
proposes that the share capital of the bank, which presently amounts to
SEK 16,234,262,478, shall be reduced by SEK 8,503,661,298, without
redemption of shares, to be transferred to a fund to be used pursuant to
a resolution adopted by a General Meeting. Following the reduction, the
share capital of the bank will amount to SEK 7,730,601,180, divided into
773,060,118 shares, each share with a quotient value of SEK 10.
c)
Resolution on amendment to the articles of association
In order to
enable the new issue pursuant to item 9d) below, the Board of Directors
proposes that article 3, first paragraph of the articles of association
shall be amended insofar that the share capital of the bank shall be not
less than fifteen billion Swedish kronor (SEK 15,000,000,000) and not
more than sixty billion Swedish kronor (SEK 60,000,000,000) and the
number of shares shall be not less than one billion five hundred million
(1,500,000,000) and not more than six billion (6,000,000,000).
d)
Resolution on approval of the Board of Directors’ resolution on a new
issue
The Board of Directors proposes that the General Meeting
approves the Board of Directors’ resolution from 16 August 2009, on a
new issue of ordinary shares with preferential rights for the
shareholders, subject to the following main terms.
The Board
of Directors, or anyone appointed within the Board of Directors, is
authorised to, not later than on 12 September 2009, resolve on the
maximum amount by which the bank’s share capital shall be increased, the
maximum number of ordinary shares to be issued and the subscription
price to be paid for each new ordinary share.
The right to
subscribe for the new ordinary shares shall, with preferential rights,
be granted to the shareholders, regardless of whether their shares are
ordinary shares or preference shares. The record date for receipt of
subscription rights is 18 September 2009.
Subscription for
new ordinary shares by virtue of subscription rights shall be made by
way of cash payment during the period from and including 22 September
2009 until and including 6 October 2009.
Application for
subscription for ordinary shares not based on subscription rights shall
be made within the same period of time. Subscription shall in such cases
be made on a special subscription list. Payment for ordinary shares
which have been subscribed for without subscription rights shall be made
in cash according to instructions on the contract note, however not
later than on the third bank day after the issuing of the contract note.
The
Board of Directors shall be entitled to prolong the subscription period.
The
new ordinary shares shall carry right to dividends for the first time on
the first dividend record date occurring after the registration of the
shares with the Swedish Companies Registration Office.
e)
Resolution on transfer to the bank’s share capital from other
shareholders’ equity
In order to facilitate the new issue pursuant
to item 9d) above, the Board of Directors proposes, if and to the extent
it is required by reason of the subscription price in the new issue is
being set at a price lower than the quotient value of the shares
(following the reduction pursuant to item 9b), SEK 10), that the
requisite amount, however not more than SEK 23 billion, shall be
transferred to the bank’s share capital from other shareholders’ equity.
Item
10; Resolution in relation to a new issue of ordinary shares with
preferential rights for the shareholders
a) Resolution on
amendment to the articles of association
In order to enable the
reduction of share capital pursuant to item 10b) below, the Board of
Directors proposes that article 3, first paragraph of the articles of
association shall be amended insofar that the share capital of the bank
shall be not less than one billion Swedish kronor (SEK 1,000,000,000)
and not more than four billion Swedish kronor (SEK 4,000,000,000).
b)
Resolution on reduction of the share capital
In order to facilitate
the new issue pursuant to item 10d) below, the Board of Directors
proposes that the share capital of the bank, which presently amounts to
SEK 16,234,262,478, shall be reduced by SEK 14,688,142,242, without
redemption of shares, to be transferred to a fund to be used pursuant to
a resolution adopted by a General Meeting. Following the reduction, the
share capital of the bank will amount to SEK 1,546,120,236, divided into
773,060,118 shares, each share with a quotient value of SEK 2.
c)
Resolution on amendment to the articles of association
In order to
enable the new issue pursuant to item 10d) below, the Board of Directors
proposes that article 3, first paragraph of the articles of association
shall be amended insofar that the share capital of the bank shall be not
less than ten billion Swedish kronor (SEK 10,000,000,000) and not more
than forty billion Swedish kronor (SEK 40,000,000,000) and the number of
shares shall be not less than five billion (5,000,000,000) and not more
than twenty billion (20,000,000,000).
d) Resolution on
approval of the Board of Directors’ resolution on a new issue
The
Board of Directors proposes that the General Meeting approves the Board
of Directors’ resolution from 16 August 2009, on a new issue of ordinary
shares with preferential rights for the shareholders, subject to the
following main terms.
The Board of Directors, or anyone
appointed within the Board of Directors, is authorised to, not later
than on 12 September 2009, resolve on the maximum amount by which the
bank’s share capital shall be increased, the maximum number of ordinary
shares to be issued and the subscription price to be paid for each new
ordinary share.
The right to subscribe for the new ordinary
shares shall, with preferential rights, be granted to the shareholders,
regardless of whether their shares are ordinary shares or preference
shares. The record date for receipt of subscription rights is 18
September 2009.
Subscription for new ordinary shares by
virtue of subscription rights shall be made by way of cash payment
during the period from and including 22 September 2009 until and
including 6 October 2009.
Application for subscription for
ordinary shares not based on subscription rights shall be made within
the same period of time. Subscription shall in such cases be made on a
special subscription list. Payment for ordinary shares which have been
subscribed for without subscription rights shall be made in cash
according to instructions on the contract note,
however not later
than on the third bank day after the issuing of the contract note.
The
Board of Directors shall be entitled to prolong the subscription period.
The
new ordinary shares shall carry right to dividends for the first time on
the first dividend record date occurring after the registration of the
shares with the Swedish Companies Registration Office.
e)
Resolution on transfer to the bank’s share capital from other
shareholders’ equity
In order to facilitate the new issue pursuant
to item 10d) above, the Board of Directors proposes, if and to the
extent it is required by reason of the subscription price in the new
issue is being set at a price lower than the quotient value of the
shares (following the reduction pursuant to item 10b), SEK 2), that the
requisite amount, however not more than SEK 15 billion, shall be
transferred to the bank’s share capital from other shareholders’ equity.
TOTAL
NUMBER OF SHARES AND VOTES IN SWEDBANK
The total number of shares
and votes in Swedbank, at the time of the issue of this notice, amounts
to 773,060,118, of which 515,373,412 are ordinary shares and 257,686,706
are preference shares.
QUORUM REQUIREMENTS, ETC.
Approval
of the Board if Directors’ proposals in accordance with items 8–10 above
requires the support of shareholders representing not less than two
thirds of the votes cast as well as the shares represented at the
Meeting. Amendments to the articles of association and reduction of the
share capital, where applicable, are subject to the approval by the
Swedish Financial Supervisory Authority.
COMPLETE PROPOSALS
The
complete proposals and resolutions of the Board of Directors in respect
of items 7–10, together with the documents specified in chapter 13
section 6 and chapter 20 section 14 of the Swedish Companies Act, will
be available at Swedbank, Company Secretary, Brunkebergstorg 8,
Stockholm, Sweden not later than from and including 1 September 2009.
Copies of the documents will be sent to shareholders who request them
and provide their postal address. The documents will also be made
available online not later than the above mentioned date at www.swedbank.com/ir.
Shareholders
are warmly welcomed to the Extraordinary General Meeting.
Stockholm,
August 2009
Swedbank AB (publ)
The Board of Directors
LEGAL
NOTIFICATIONS
This document does not constitute or contain an offer
to sell, or a solicitation of an offer to subscribe for, the ordinary
shares to be issued in connection with the proposed new issue. This
document is not a prospectus, and shareholders should not subscribe for
or otherwise acquire any ordinary shares except on the basis of the
information in the prospectus to be published and made available to
shareholders on or about September 18, 2009.
The securities
mentioned above have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state of the United States, and may not be
offered or sold in the United States or any state of the United States
unless registered or pursuant to an applicable exemption therefrom.
There will be no public offer of such securities in the United States.
The
distribution of this document in certain other jurisdictions may be
restricted, and his document does not constitute an offer of, or an
invitation to purchase, any securities in any jurisdiction in which such
offer or invitation would be unlawful.
Swedbank’s vision is to be the leading financial institution in the markets where we are present. Swedbank has 9.4 million retail customers and 600,000 corporate customers with 419 branches in Sweden, 278 branches in the Baltic countries and another 215 branches in Ukraine. The group is also present in Copenhagen, Helsinki, Kaliningrad, Luxembourg, Moscow, New York, Oslo, Shanghai, St. Petersburg and Tokyo. As of December 2008 the group had total assets of SEK 1,812 billion and approximately 21,000 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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