Articles of association
§ 1 Name and object
The name of the Bank is Swedbank AB. The company is a public company.
The object of the Bank, which was originally formed by Swedish savings banks, is to conduct banking business and financing operations, and operations naturally connected therewith.
§ 2 Operations
The Bank will conduct such banking operations as are intended in the Banking and Financing Business Act (2004:297). This Act states that by banking operations is meant operations including
1. Payment services via the general clearing systems, and
2. Receipt of funds which, following notice of termination, are available to the creditor within not more than 30 days.
General clearing systems means systems for the forwarding of payments from a large number of payers, who are not associated with each other, which are otherwise intended to reach a large number of ultimate payees who are not associated with each other.
The Bank may also - in its operations - conduct financing operations naturally connected therewith, in accordance with the Banking and Financing Business Act, among other things
- Borrow funds, for example by accepting deposits from the general public, or by issuing bonds or other comparable debt instruments,
- Grant and broker loans, for example in the form of consumer credit and loans secured by charges over real property or claims,
- Participate in financing, for example by acquiring claims and leasing property,
- Negotiate payments,
- Provide means of payment,
- Issue guarantees and assume similar obligations,
- Participate in the issue of securities,
- Provide financial advice,
- Hold securities in safekeeping,
- Conduct letters of credit operations,
- Provide safety deposit services,
- Engage in currency trading,
- Engage in securities operations, and
- Provide credit information
§ 3 Share capital, etc
The share capital of the bank shall be not less than ten billion five hundred million Swedish kronor (SEK 10,500,000,000) and not more than forty-two billion Swedish kronor (SEK 42,000,000,000). The number of shares shall be not less than five hundred million (500,000,000) and not more than two billion (2,000,000,000).
Each share is entitled to one vote.
It shall be possible to issue two classes of shares, ordinary shares and preference shares. Ordinary shares may be issued up to a number corresponding to the highest number of shares permitted according to these Articles of Association. Preference
shares may be issued up to a maximum of three hundred million (300,000,000) preference shares.
In the event that the Bank resolves to, by a cash issue or a set-off issue, issue new shares of different classes, the holders of ordinary shares and preference shares shall have preferential rights to subscribe for new shares of the same class in relation to the number of shares already held by each holder (primary preferential right). Shares not subscribed for on the basis of primary preferential rights shall be offered for subscription to all shareholders (secondary preferential right). If the number of shares offered in this manner is insufficient for subscription based on secondary preferential rights, the shares shall be allocated among the subscribers in relation to the total number of shares in the Bank held. To the extent this is not possible as regards a certain share/certain shares, the allocation shall be done by drawing of lots.
In the event that the Bank resolves to issue new shares, by a cash issue or a set-off issue, and only one class of shares is issued, all shareholders, regardless of whether they hold ordinary shares or preference shares, shall have preferential rights to the new shares in relation to the number of shares in the Bank held.
In the event that the Bank resolves to issue new warrants or convertibles, by a cash issue or a set-off issue, the shareholders shall have preferential rights to the subscription of the new warrants as if the issue related to the shares that may be subscribed for following an exercise of the warrants or, in case of an issue of convertibles, as if the issue related to the shares that the convertibles may be converted into.
What is stipulated above shall not restrict the possibilities for resolving on a cash issue or set-off issue with deviation from the shareholders’ preferential rights.
If the share capital is increased through a bonus issue, new shares of each class shall be issued in relation to the number of shares of each class previously issued. In such case, old shares of each class shall have preferential rights to new shares of the same class. What is hereby stipulated shall not restrict the possibilities for resolving, after necessary amendments of the Articles of Association, on a bonus issue of shares of a new class.
A preference share shall be converted (transformed) into an ordinary share as follows.
1. Voluntary conversion
An owner of a preference share is during the months of February and August each year, starting August 2009 (the “Conversion Periods”), entitled to request from the Board of Directors that the share is converted into an ordinary share. Request for conversion shall be made in writing on the form prescribed by the Board of Directors, and must be received by the Board of Directors not later than last day of the relevant Conversion Period. Request for conversion may only be made in relation to the owners’ entire holding of preference shares. The Board of Directors is obliged to resolve, during the month immediately following each Conversion Period, on conversion of the preference shares held by shareholders that have requested conversion during the relevant Conversion Period.
2. Mandatory conversion
The Board of Directors is obliged to, during the calendar month immediately following the month in which the Annual General Meeting 2013 is held, however, if applicable, not earlier than the day after the record day for the right to receive dividends resolved at such Annual General Meeting, resolve to convert all preference shares into ordinary shares. At such time, the Board of Directors shall also establish and announce the record day for conversion.
Conversion resolved by the Board of Directors in accordance with items 1 and 2 above shall immediately be submitted for registration with the Swedish Companies Registration Office (Sw. Bolagsverket). The conversion is executed when registration has been made and the conversion has been noted in the VPC register (Sw. Avstämningsregistret).
§ 4 Record day provision
The Bank’s shares shall be registered in a register in accordance with the Financial Instruments Accounts Act (1998:1479).
§ 5 Registered office
The registered office of the Bank shall be in Stockholm.
§ 6 The Board of Directors
In addition to those Directors who, by law, are appointed other than by the General Meeting, the Bank’s Board of Directors shall consist of no less than seven and no more than eleven members.
§ 7 Quorum, etc
With regard to the Board forming a quorum and the majority requirements for Board decisions, the relevant provisions of the Companies Act (2005:551) shall apply.
The Board of Directors shall, as a rule, meet once a month.
The Board is entitled to authorise a member of the Board or another person to represent the Bank and sign for the Bank in accordance with the relevant provisions of the Companies Act (2005:551) and the relevant provisions of the Banking and Financing Business Act (2004:297).
§ 8 Financial year
The Bank’s financial year shall be the calendar year.
§ 9 Auditors
Registered firms of auditors may also be appointed.
§ 10 Timing of Annual General Meeting
§ 11 Business of the Annual General Meeting
1. Election of Chairman of the Meeting,
2. Drawing up and approval of voting register,
3. Approval of the Agenda,
4. Election of two members to scrutinise the Minutes,
5. Question whether the Meeting has been properly called,
6. Submission of the Board of Directors’ Annual Report and Audit Report, and Consolidated Report and Consolidated Audit Report for the past financial year,
7. Matter of adopting the Profit and Loss Account and Balance Sheet, and the Consolidated Profit and Loss Account and Consolidated Balance Sheet,
8. Appropriations regarding the profits or losses of the Bank in accordance with the adopted Balance Sheet,
9. Matter of discharging Board members and President from liability for the period covered by the report,
10. Deciding the number of Board members to be appointed by the Meeting,
11. Where appropriate, deciding the number of auditors and their alternates to be appointed by the Meeting,
12. Deciding the remuneration for Board members, auditors and their alternates,
13. Election of Board members,
14. If applicable, election of auditors and their alternates,
15. Any other business required by law or the Articles of Association to be considered by the Meeting,
16. Matters which are properly to be referred to the Meeting for decision.
§ 12 Right to vote at General Meetings, etc
General Meetings are to be held in Stockholm, Gothenburg, Malmö, or Umeå.
General Meetings shall be opened by the Chairman of the Board or the person appointed by the Board for this purpose.
Voting at a General Meeting shall take place in accordance with voting procedures prescribed in the relevant provisions of the Companies Act (2005:551).
§ 13 Notice convening General Meetings, etc
Notices convening the Annual General Meeting and notice of Extraordinary General Meetings where the question of amendments to the Articles of Association will be considered, shall be issued no earlier than six weeks and no later than four weeks prior to the General Meeting. Notices convening other Extraordinary General Meetings shall be issued no earlier than six weeks and no later than two weeks prior to the General Meeting.
In the cases referred to in the Companies Act (2005:551), written notice shall also be sent to each shareholder whose mailing address is known to the Bank. Shareholders wishing to participate in a General Meeting shall be entered as shareholders in a print-out or other listing of the entire share register updated five business days prior to the Meeting, and notify the Bank’s Head Office no later than 3:00 pm on the day indicated in the notice convening the General Meeting. This day shall not fall on a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve and may not fall earlier than five business days prior to the General Meeting.
At General Meetings, shareholders are permitted to be accompanied by one or two assistants, provided that the shareholder has notified the Bank of the number of assistants in accordance with the preceding paragraph concerning notification of shareholders’ attendance at General Meetings.
§ 14 Right to dividends, etc
Upon a resolution on payment of dividends by a General Meeting, the dividends shall be distributed in accordance with the following:
1. Firstly, each preference share shall receive up to an amount of Swedish kronor two point forty (SEK 2.40) per preference share as regards dividends resolved in 2009 and
up to an amount of Swedish kronor four point eighty (SEK 4.80) per preference share as regards dividends resolved in each of the years 2010, 2011, 2012 and 2013.
2. Secondly, to the extent that distributable funds remain after distribution in accordance with item 1 above under the resolution of the General Meeting, each ordinary share shall receive up to the same amount as the preference share in accordance with item 1 above as regards dividends resolved in each of the years 2009, 2010, 2011, 2012 and 2013.
3. Thirdly, to the extent that distributable funds remain after distribution in accordance with items 1 and 2 above under the resolution of the General Meeting, these funds shall, with regard to dividends resolved in 2009, be paid only to ordinary shares and with regard to dividends resolved in each of the years 2010, 2011, 2012 and 2013 be distributed equally to all shares regardless of class. Thus, holders of preference shares shall not have any right to receive dividends resolved in 2009 under this item 3, but only according to item 1 above.
If, during any year dividends are not paid to a preference share or an ordinary share as prescribed under items 1 and 2 above, such share shall not have any right to recover in any subsequent year what has not been paid.
If the Bank shall be dissolved through liquidation, the preference shares and the ordinary shares shall have right to the assets in the Bank in accordance with the following:
A. Firstly, each preference share shall receive up to an amount of Swedish kronor forty-eight (SEK 48) per preference share together with an annual interest on such amount of ten (10) per cent to be calculated daily from the day of the preceding Annual General Meeting up to and including the day of distribution.
B. Secondly, to the extent that distributable funds remain after distribution in accordance with item A above, each ordinary share shall receive up to the same amount together with interest as the preference share in accordance with item A above.
C. Thirdly, to the extent that distributable funds remain after distribution in accordance with items A and B above, these funds shall be distributed equally to all shares regardless of class.
If the number of issued preference shares or ordinary shares is changed by a resolution on a bonus issue or a resolution on split or consolidation of shares, the amount that the preference shares and the ordinary shares, respectively, are entitled to according to this § 14 shall be adjusted accordingly.