The share and owners
In late 2008, Swedbank implemented a rights issue for SEK 12.4bn, which was finalized in January 2009.
Swedbank’s ordinary shares are traded on the NASDAQ OMX Stockholm, in the Large Cap segment, since 1995, under the ticker symbol SWED A. The ISIN code for the ordinary shares is SE0000242455. Swedbank applied to list its preference shares for trading on the NASDAQ OMX Stockholm in connection with the finalization of the rights issue. The ticker symbol is SWED PREF and the ISIN code for the preference shares is SE0002687749. In the U.S., the share can be traded through American Depositary Receipts under the ticker symbol SWDBY. ADRs are traded in U.S. dollars on the U.S. OTC market.
Share capital
According to the articles of association, Swedbank can issue two classes of shares, ordinary shares and preference shares. Prior to the rights issue, Swedbank’s share capital amounted to SEK 10 822 841 652, divided among 515 373 412 ordinary shares.
After full subscription of the rights issue, Swedbank’s share capital amounted to SEK 16 234 262 478, divided among 515 373 412 ordinary shares and 257 686 706 preference shares. At the Annual General Meeting, each share, ordinary as well as preference, has one vote.
Rights issue
On 26 October 2008, the Board of Directors of Swedbank
resolved to increase the share capital by not more than SEK 5 411 420 826 through the issue of not more than 257 686 706 preference shares, pending the approval of the Annual General Meeting. An Extraordinary General Meeting on 25 November 2008 approved the Board’s resolution. Swedbank’s existing shareholders received preferential rights to subscribe for the new preference shares in relation to the number of shares they already owned. Shareholders received one (1) subscription right for every share owned on the record day, 28 November 2008. Every two (2) subscription rights entitled their holder to subscribe for one (1) preference share. Preference shares were
issued at a subscription price of SEK 48 per preference share.
A group of existing shareholders, including Folksam, the savings bank foundations, more than 60 savings banks, AMF Pension, AFA Försäkring, and the First and Second Swedish National Pension Funds, together representing 42 percent of the total number of shares outstanding in Swedbank at the time of the announcement of the rights issue on 27 October 2008, committed to subscribe and pay for all the preference shares in the rights issue.
Share price performance in 2008
During the year, the OMX Stockholm 30 Index fell by 37 percent and OMX Stockholm Financials by nearly 47 percent. The price of the Swedbank Class A share fell by approximately 75 percent. The share reached a high for the year of SEK 182.50, on 3 January, and a low of SEK 42.70, on 22 December.
Ethically responsible investors
The Swedbank share is listed on FTSE4Good and the Ethibel Pioneer Index of ethically responsible companies. In 2008, Swedbank received 69 points out of a possible 100 from the Dow Jones Sustainability Index, an increase of 32 percent in two years and 7 percent since the previous year.
Trading and voting rights
A round lot of the bank’s share on OMX Stockholm is 100 shares. There are two classes of shares, ordinary shares and preference shares. Each share, regardless of the class, is entitled to one vote.
A preference share is a share that has precedence to something, such as a dividend, ahead of an ordinary share. Prior to the rights issue, Swedbank had only ordinary shares. A shareholder can, if they so wish, request to convert their preference shares to ordinary shares in February and August of each year (beginning in August 2009). All preference shares outstanding will automatically converted to ordinary shares in 2013.
Dividend
Swedbank’s Board of Directors has a stated dividend policy where the goal is to maintain a payout ratio equal to around 40 percent of after-tax profits, excluding one-off items. For fiscal 2007, the 2008 Annual General Meeting approved a dividend of SEK 9.00 per share, corresponding to a total dividend of SEK 4 638m and a payout ratio of 39 percent.
The preference shares have preference to an annual, non-
cumulative, dividend of up to SEK 4.80 per preference share, unless a higher dividend is declared on the ordinary shares, in which case such higher dividend will be paid on all shares (except in 2009, when the preference shares will have a preference to a dividend of up to SEK 2.40 per preference share). Payment of a dividend always depends on whether the AGM of that year approves such payment. This in turn is subject to there being distributable funds. The fact that the dividend is non-cumulative means that if it is not paid one year, the amount will not be added to the dividend that the preference shares have preference to during the coming years.
Ownership structure
Swedbank had 338 215 shareholders (315 514) as of 30 January 2009. Swedish institutional investors owned 44.6 percent of the shares (61.6), Swedish individual investors 13.1 percent (11.3) and international investors 13.5 percent (27.1). Swedbank’s largest shareholder as of 30 January 2009 were the Swedish savings bank foundations.