Skandinaviska Enskilda Banken AB (publ) will hold its Annual General Meeting on
Wednesday 13 April, 2004 at 12.30 p.m., at Cirkus, Djurgårdsslätten, Stockholm. The complete text of the notice will be advertised in the following Swedish newspapers: Svenska Dagbladet, Dagens Nyheter, Dagens Industri and Post- och Inrikes tidningar as well as on www.sebgroup.com. The agenda covers the following points, among others:
The Nomination Committee representing 36 per cent of the number of votes of all shares has proposed that the Board shall consist of 10 directors without deputies. It has been proposed that the following Directors be re-elected: Penny Hughes, Urban Jansson, Tuve Johannesson, Hans-Joachim Körber, Jesper Ovesen, Carl Wilhelm Ros, Lars H Thunell, Jacob Wallenberg, Marcus Wallenberg and Gösta Wiking. Marcus Wallenberg is proposed as the Chairman of the Board. The Nomination Committee proposes new election of Annika Falkengren from 1 January 2006 when Lars H Thunell resigns as President and Director.
It is proposed that the Directors' remuneration shall amount to
SEK 6 050 000 to be distributed as follows: SEK 1 300 000 to the Chairman of the Board, SEK 2 950 000 to be distributed by the Board among the other directors elected by the Annual General Meeting who are not employed by the Bank and SEK 1 800 000 for committee responsibilities to be distributed at the discretion by the Board.
The Board of Directors proposes the Annual General Meeting to decide upon a long-term equity related incentive programme with clear and distinct performance measures. The Programme which includes 500 senior managers and other key employees entails allotment of rights to acquire SEB shares if certain performance criteria are reached after three years. The new Programme has been prepared in consultation with 16 of the Bank's major Swedish shareholders.
A long-term incentive programme based on clear and distinct performance criteria is a means for the shareholders to create long-term commitment in SEB among the participants and at the same time to offer an opportunity to take part in SEB's long-term success and value creation. The Programme is in line with internationally proven so called performance share programmes and aims at aligning the interests of the participants to those of the shareholders. Evaluation of SEB's previous long-term incentive programmes have shown that these have contributed to keep staff costs down.
The proposed Programme is based on performance, focused on equities and is transparent. The Programme entails allotment of rights to acquire SEB Class A-shares at a future date at a price of SEK 10. The final outcome is dependent on the fulfilment of pre-set performance measures during an initial three-year performance period. Two measures have been chosen in order to create a balance between absolute and relative performance; absolute performance in terms of real increase in earnings per share and relative performance in terms of total share holder return compared to SEB's competitors. There is a ceiling for maximum allotment for each of the performance measures.
The performance criteria are tough. To reach full outcome under the Programme, there must be a substantial increase in profits and SEB must perform significantly better than its competitors. If the Programme had been launched each year since the late 1990s, none of these programmes would have reached full outcome. The outcome would have varied between 20 and 90 percent. The proposal strikes an appropriate balance between motivating and rewarding high quality management while at the same time responding to shareholders and other stake-holders interest for competitive, but not excessive compensation.
The Board furthermore proposes that the Annual General Meeting resolve that the Bank be allowed to purchase its own shares in the market for:
- SEB's own securities business (the holding must not exceed 3 per cent of the
total number of shares in the Bank)
- Efficient hedging of costs for SEB's long-term incentive programmes
- General repurchase of shares (a maximum of 20 million shares or SEK 2.8 billion) and cancelling of previously repurchased share for an efficient management of the Group's strong capital situation
The Board proposes a dividend of SEK 4.35 per Series A and Series C share, respectively.
See www.sebgroup.com for the Board's complete proposal on the long-term incentive programme and repurchase/sale of own shares.
The SEB Group is a North European financial group for corporate customers, institutions and private individuals, with 670 branch offices around Sweden, Germany, the Baltic countries and Poland. SEB has more than 5 million customers, of whom 1.9 million are e-banking customers. On 30 December 2004, the Group's total assets amounted to SEK 1,591bn while its assets under management totalled SEK 886 bn. The Group is represented in some 20 countries around the world and has a staff of about 18,000. Read more about SEB at www.sebgroup.com.