Notice of the Annual General Meeting in SEB

The shareholders of
Skandinaviska Enskilda Banken AB (publ)
Reg. no 502032-9081
are hereby given notice of the Annual General Meeting to be held on
1 April 2025 at 10.00h (CET) at
Stockholm Concert Hall, Hötorget, Stockholm

Registration from 08.30h (CET)

Before the meeting a light meal and refreshments will be served. Members of the Group Executive Committee will be available to answer questions from the shareholders. 

The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the Annual General Meeting also by postal voting in accordance with the regulations in SEB's Articles of Association. It will also be possible to follow the meeting online, via SEB's website sebgroup.com/agm2025, but without the opportunity to vote or ask questions. No special registration is required to attend the meeting online. 

Outerwear and larger bags are not permitted in the meeting room, so these must be left in the wardrobes outside the meeting room. All bags that are brought may be checked for security reasons.

Materials from the meeting, such as the CEO's speech and presentation material available at the meeting, will be available at SEB's website sebgroup.com/agm2025 the day after the meeting.

Right to participate and registration
Participation in the meeting room
Anyone wishing to attend the meeting room in person or through a representative must

• be listed as a shareholder in the share register produced by Euroclear Sweden regarding the conditions on 24 March 2025, and
• no later than 26 March  2025, register for the meeting according to the instructions below.

Registration must be made on telephone no. 0771 23 18 18 (+46 771 23 18 18 outside Sweden) weekdays between 09.00 - 16.30 or via the Internet on SEB's website sebgroup.com/agm2025 or in writing to the address Skandinaviska Enskilda Banken AB, c / o Euroclear Sweden, Box 191, 101 23 Stockholm. When registering, the shareholder must state name, address, personal or organization number, telephone number and number of possible assistants (maximum two).

If shareholders are represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy. Power of attorney may not be older than one year, unless stated longer in the power of attorney (maximum five years). Proxy forms are available on SEB's website sebgroup.com/agm2025. If the power of attorney has been issued by a legal entity, a registration certificate or equivalent authorization document must be attached. In order to facilitate registration at the Annual General Meeting, the power of attorney as well as the registration certificate and other authorization documents should be received by SEB at the above address no later than 26 March 2025.

Participation by postal vote
Anyone wishing to attend the meeting by postal vote, in person or by proxy, must

• be listed as a shareholder in the share register produced by Euroclear Sweden regarding the conditions on 24 March 2025, and
• register no later than 26 March 2025 by casting their postal vote in accordance with the instructions below so that the postal vote is received by SEB, c / o Euroclear Sweden no later than that day.

A special form must be used for postal voting. The postal voting form is available on SEB's website sebgroup.com/agm2025. To have the postal voting form sent by post, please contact Euroclear Sweden on telephone 0771 23 18 18 (+46 771 23 18 18 outside Sweden). Completed and signed postal voting form can be sent by post to Skandinaviska Enskilda Banken AB, c / o Euroclear Sweden, Box 191, 101 23 Stockholm or by e-mail to GeneralMeetingService@euroclear.com. The completed form must be received by SEB, c / o Euroclear Sweden, no later than 26 March 2025. Shareholders can also cast a postal vote electronically by verifying with BankID via SEB's website sebgroup.com/agm2025 or via Euroclear Sweden's website anmalan.vpc.se/euroclearproxy?sprak=1.

Shareholders may not provide the postal vote with special instructions or conditions. If this happens, the postal vote will be invalid in its entirety. Further instructions and conditions can be found in the postal voting form and on Euroclear Sweden's website anmalan.vpc.se/euroclearproxy?sprak=1.

If shareholders vote by post by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on SEB's website sebgroup.com/agm2025. If the shareholder is a legal entity, a registration certificate or equivalent authorization document must be attached to the form.

Anyone who wants to attend the meeting room in person or through a representative must report this according to the instructions under the heading Participation in the meeting room above. This means that a registration by postal vote only is not enough for those who want to attend the meeting room.

Shares registered in the name of a custodian
In order to be entitled to participate in the meeting, a shareholder who has had his shares registered in the name of a custodian through a bank or through another authorised depositary must, in addition to registering for the meeting, have the shares registered in his own name so that the shareholder will be included in the share register on 24 March 2025. Such re-registration may be temporary (so-called voting rights registration) and is requested from the custodian according to the custodian's routines at such time in advance as the custodian decides. Registration of voting rights made by the custodian no later than 26 March 2025 will be taken into account in the production of the share register. This also applies to shareholders who have their shares in custody in SEB.

Proposed agenda
1. Opening of the meeting
2. Election of Chair of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of two persons to check the minutes of the meeting together with the Chair
6. Determination of whether the meeting has been duly convened
7. Presentation of the Annual and Sustainability Report (including the Profit and Loss Account, Balance Sheet, Consolidated Profit and Loss Account, Consolidated Balance Sheet, Sustainability Report, Auditor's Report, Group Auditor's Report as well as Sustainability Assurance Report)
8. The President and Chief Executive Officer's speech
9. Decision on adoption of the Profit and Loss Account and Balance Sheet as well as the Consolidated Profit and Loss Account and Consolidated Balance Sheet 
10. Decision on disposition of SEB's profit as shown in the Balance Sheet adopted by the meeting and record date 
11. Discharge from liability of the Directors of the Board of Directors and the President and Chief Executive Officer. 
12. Determination of the number of Directors and Auditors to be elected by the meeting
13. Determination of remuneration to the Directors and the Auditor elected by the meeting 
14. Election of Directors as well as Chair of the Board of Directors
a) The Nomination Committee proposes re-election of:
1. Jacob Aarup-Andersen
2. Signhild Arnegård Hansen
3. Anne-Catherine Berner
4. John Flint
5. Winnie Fok
6. Svein Tore Holsether
7. Lars Ottersgård
8. Johan Torgeby
9. Marcus Wallenberg
The Nomination proposes new election of:
10. Jan Erik Back
11. Eva Lindholm
all for the period up to and including the Annual General Meeting 2026.
b) The Nomination Committee proposes re-election of Marcus Wallenberg as Chair of the Board of Directors.
15. Election of Auditor
16. The Board of Directors' Remuneration Report for 2024
17. The Board of Directors' proposal on Long-term Equity Programmes for 2025:
a) SEB All Employee Programme 2025 (AEP) for all employees in most of the countries where SEB operates
b) SEB Share Deferral Programme 2025 (SDP) for the Group Executive Committee, certain other senior managers and key employees
c) SEB Restricted Share Programme 2025 (RSP) for other than senior managers in certain business units      
18. The Board of Directors' proposal on the acquisition and sale of SEB's own shares:
a) acquisition of SEB's own shares in its securities business
b) acquisition and sale of SEB's own shares for capital purposes and for long-term equity programmes
c) transfer of SEB's own shares to participants in the 2025 long-term equity programmes
19. The Board of Directors' proposal for decision on authorisation to the Board of Directors to issue convertibles
20. The Board of Directors' proposals on:
a) reduction of the share capital with redemption of shares, and 
b) bonus issue
21. The Board of Directors' proposal on the appointment of auditors of foundations with linked administration
22. Proposal from the shareholder Carl Axel Bruno regarding that the bank shall contribute to improving Finance Sweden's procedures for issuing new BankID    
23. Proposal from the shareholder Carl Axel Bruno regarding that the bank shall contribute to improving security when using BankID 
24. Proposal from the shareholder the Swedish Society for Nature Conservation regarding revision of SEB's overall strategy before the end of 2025 so that it is fully aligned with the Paris Agreement and its goal of limiting global warming to 1.5°C 
25. Closing of the meeting

For the full notice and more information, see the attached document or visit SEB's website sebgroup.com/agm2025