EUR 1000.00 For Business Accounts Only

Skandinaviska Enskilda Banken - AGM 30 March 2021

We note that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.

Under ITEM 13.1 the nomination committee seeks approval of the remuneration of the board of directors. As a matter of principle, we believe that the fees of the board of directors should NOT increase year after year. In said perspective, we note that the nomination committee proposes to increase the non-executive (base) fee by almost 5% to SEK 775,000 (approximately EUR 77,035). Total board fees incurred in the year under review amounted to SEK 11.4 million, which represents 148% of the board fee median of Swedish companies in the MSCI. Therefore, we consider the current fees to be already at the upper level of Swedish market practice for a company with the size and complexity of SEB and do NOT approve of any increases without adequate justification.

In the latter respect, we note that the proposal is not motivated at all. We furthermore note that the chairman’s fee is more than 4.0x that of a(n) ordinary board member. This significantly exceeds the median fees of the other non-executive directors which is NOT in accordance with our guidelines. In view of the above concerns, we recommend to vote OPPOSE.

Under ITEMS 14a (1) - 14a (9) the (re-)election of the board of directors is proposed. In view of insufficient independent representation as well as concerns over aggregate time commitments, we recommend to vote OPPOSE to the (re-)election of: Ms. Winnie Fok (ITEM 14a 3), Mr. Jesper Ovesen (ITEM 14a 6), Ms. Helena Saxon (ITEM 14a 7) and Mr. Marcus Wallenberg (ITEM 14a 9).

Under ITEM 14b the nomination committee proposes to re-appoint Mr. Marcus Wallenberg as Chairman of the board of directors. In view of insufficient independent representation as well as concerns over aggregate time commitments, we recommend to vote OPPOSE.

Under ITEM 16 approval of the Company's first remuneration report is sought. Although the link between pay and performance cannot reasonably assessed, we consider the Company’s executive compensation in the year under review to be in line with the requirements of the applicable regulations and general Guidelines governing remuneration policies in credit institutions of the Swedish FSA. Accordingly, we recommend to vote FOR.

Under ITEM 18 the board of directors seeks approval to repurchase own shares. Requested authority is limited to 10% of the Company’s share capital at a price formed in public trading. The authorisation will remain in effect until next AGM and thereby would meet our guidelines. However, we also note that the Swedish FSA has issued an executive order which recommends that, in light of the economic uncertainty caused by the ongoing Covid-19 pandemic, it expects that, inter alia, banks should be restrictive with dividends and share buybacks up until September 30, 2021. Under the order total dividends and share repurchases by bank should be restrictive with dividends and share buybacks up until September 30, 2021. In the latter respect, we note that, under ITEM 9 above, SEB proposes to distribute a dividend corresponding to nearly 25% of the aggregate net earnings of the FY’s 2019 and 2020, which leaves no further room for any share repurchases. In view of the above, we recommend to vote OPPOSE.

Under ITEMS 22a and 22b shareholder Ms. Elisabeth Dahlerus Dahlin proposes to immediately work for the exclusion of fossil companies as borrowers in the bank and to exclude fossil fuels as investment objects. Although we do NOT approve of the magnitude of this proposal, it is clearly intended to combat climate change which we consider one of the greatest challenges of our time. Therefore, we recommend to vote FOR.

Under ITEMS 23a and 23b shareholder Mr. Rolf Lindahl proposes to only finance those companies and projects that are in line with what science requires for the world to stay below 1.5°C. Just as the above proposals under ITEM 22, this proposal is also clearly intended to combat climate change which we consider one of the greatest challenges of our time. Accordingly, we recommend to vote FOR.

Finally, we note that, unlike best practice, the voting results of the AGM 2020 are not disclosed. We urge the Company to do so next year.