EUR 1000.00 For Business Accounts Only

Swedbank - AGM 25 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 approval of the directors' and auditors' fees is sought. We regret that the Company has bundled the remuneration of the board of directors and auditor(s) together and request an unbundling of the proposal into two separate agenda items the next time. Total board fees incurred in the year under review amounted to SEK 13.0 million, which represents 169% 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 Swedbank and do NOT approve of any increases without adequate justification. We furthermore note that the chairman’s fee is almost 4.5x 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 ITEM 18 the board of directors seeks authorisation to repurchase own shares. Although the magnitude of the authority would meet our guidelines, we note that the Swedish Financial Supervisory Authority (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 banks should, up until such date, NOT exceed 25% of the aggregate net earnings of the FY’s 2019 and 2020. In the latter respect, we note that, Swedbank 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 ITEM 21 approval of the Company's first remuneration report is sought. Although there is no link between pay and performance given the absence of any variable compensation, 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 (see D above). Accordingly, we recommend to vote FOR.

Under ITEMS 22a and 22b shareholder Aktiespararnas Riksförbund requests the Company to investigate whether preconditions exist for initiating an action for damages in a court of law against various company representatives in connection with shortcomings in Swedbank's work against money laundering. Although we note that the board of directors, on February 25, 2021, decided not to file claims against the Company’s former CEOs and board members for the time they were employed during the FY 2019 as the likelihood of success was considered extremely low, we understand the rationale of this proposal. As a matter of principle, we generally recommend companies to initiate claims against (former) members of the executive management and/or board of directors in the event of a scandal that resulted in a corporate fine of SEK 4.0 billion. Accordingly, we recommend to vote FOR. We do NOT support Aktiespararnas Riksförbund's proposals under ITEMS 22c and d.

Under ITEMS 23a (i) and 23a (ii) shareholder Mr. Joacim Crona proposes that Swedbank adopts guidelines to immediately decline loans to projects aiming at extracting fossil fuels. Although we do NOT approve of the magnitude of both proposals, they are clearly intended to combat climate change which we consider one of the greatest challenges of our time. Therefore, we recommend to vote FOR. We do NOT support Mr. Crona's proposal under ITEM 23b.

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.