Swift shareholding
Discover essential details about Swift shareholders, including key insights and important updates.
General information
Article 9 of the Swift By-laws sets out that any organisation may be considered for admission as a Swift shareholder, if, in the opinion of the Board of Directors, the institution is:
- involved in the same type of business as the other shareholders, and
- involved in financial message transmission.
Following approval by the Board of Directors, the admission of an organisation as a shareholder is effective as of the date of its entry in the company share register.
The rights and duties of Swift shareholders derive from the Belgian Company Code and from the Swift By-laws. Shareholding in the company is defined in article 11 of the Swift By-laws.
As per Article 15 of the Swift By-laws, the Shareholders agree that, since the Company is a cooperative Company, it expects the Shareholders to actively support and contribute to the use of the services of the same company. In the same spirit, shareholders (and other users eligible to become shareholders) are obliged to have such number of shares proportional to their financial contribution for network based services.
Information on shareholding, the Annual General Meeting, and share re-allocations is restricted such that notifications on, or access to, relevant data or tools is only given to those contact persons specifically registered for that purpose. It is therefore of utmost importance that each shareholder ensures that its contact details are kept up-to-date at all times.
For questions about Swift shareholdings, contact us.
Access to the application and contact persons
Communication related to the general meeting is done via email to the contacts registered by the shareholding institution on swift.com. It includes the Primary Business Contact but also those individuals with access to the “shareholder information application" on swift.com.
Access to the AGM application has been granted to the same individuals. It is therefore of utmost importance that Shareholders ensure that their contact details are kept up-to-date at all times.
Should you have not received the invitation to the AGM, please contact us immediately at shareholding@swift.com.
Should you have any questions, please see here our instructions on how to register a ‘primary business contact'.
Participation and functioning
An Ordinary General Meeting is an annual meeting during which Shareholders are invited to approve the following items:
- the statutory annual accounts and allocation of the results
- the release from liability and appointment of the Board of Directors and the release from liability & appointment (if required) of the financial auditor.
- the discharge & appointment (if required) of the financial auditor
For resolutions to be adopted, a quorum of at least 50% of Swift shares present or represented, and a majority of votes cast, is required.
There are various reasons for an Extraordinary General Meeting to be called. These mainly include modifications to the Swift By-laws.
For these kinds of resolutions to be adopted a quorum of at least 75% of the Swift shares present or represented, and a quorum of at least 75% of the votes cast, is required.
This Extraordinary General Meeting may take place at the same time and venue as the Ordinary General Meeting.
If one of the quorum requirements, as set out above, is not met at a General Meeting, a second General Meeting shall be called as soon as possible, with at least thirty (30) days’ notice given in writing to Shareholders.
Special General Meetings are general meetings called to vote on specific items requiring a specific quorum. At Swift, this mainly include additions or amendments to the eligibility criteria for new Swift users.
For these kinds of resolutions to be adopted a quorum of at least 50% of the Swift shares present or represented, and a quorum of at least 75% of the votes cast, is required.
This Special General Meeting may take place at the same time and venue as the Ordinary.
Shareholders have two options to participate to the General meeting(s)
Option 1 – remote voting
Every shareholder may vote online and in advance of the meeting, via the AGM application. In such case, the shareholding institution does not attend the meeting(s) and the votes are registered without any further action required.
Option 2 – attendance through a representative
Every Swift Shareholder may appoint a physical person to attend and vote at the General Meeting(s). Such physical person can be a member of the Swift Board of Directors, a National Member Group Chairperson, or any other individual the Shareholder deems fit to act as their representative. Such representative may attend the meeting physically or virtually.
Appointment of representative is done via the Swift AGM application where the contact person for the shareholding institution shall complete a proxy form. The latter clearly identifies the Shareholder's name and address and the name of the physical person acting as representative. Whatever the choice of representation of the Shareholder, the proxy form must be signed by an authorised representative of the Shareholder and returned to Swift through the same AGM application or via email at shareholding@swift.com before the meeting(s).
The Shareholder also has the possibility to communicate, via the same application, voting instructions to their representative. With the view to organise the Shareholders’ meeting as efficiently as possible, Shareholders are requested to submit those voting instructions through the same AGM application or via email to shareholding@swift.com, well in advance of the meeting, and in any case, not less than 72 hours before. Swift will share all relevant information with the representatives prior to the meeting.
The General Meeting is open to the following other attendees: the Board of Directors, the Chief Executive Officer, the secretary and vote tellers, members of Swift management, Swift’s financial auditors, and a Notary to the extent necessary.
In order to be admitted to the General Meeting and to exercise the right to vote, a Shareholder must meet all of the following requirements:
- The Shareholder must appoint a duly authorised representative via a valid and duly executed proxy form returned to Swift as explained above;
- The Shareholder must confirm its attendance to Swift at least 72 hours in advance;
- The Shareholder must be registered as such in the Share Register of the Company;
- The rights attached to the shares of a Shareholder may not be suspended. In case only the right to vote is suspended, the Shareholder is still allowed to attend the General Meeting without being able to vote; and
- The Shareholder must be in full compliance with the By-laws and the Corporate Rules.
In addition, a Shareholder's representative attending physically the General Meeting(s) must:
- register on arrival and identify himself/herself by way of a valid passport, ID card, or driver's license, and
- sign the list of presence.
Similarly, a Shareholder's representative attending virtually the General Meeting must confirm his/her identity and presence via the AGM application.
In the event that Swift receives a proxy form directly from a Shareholder, Swift will inform the representative and take that proxy form into account.
Representatives must make their own travel and hotel arrangements.
The Chair of the Board of Directors, or in his or her absence the Deputy Chair of the Board of Directors, shall be the Chair of the General Meeting. At the start of the General Meeting, the Secretary and two vote tellers are formally appointed.
For a smooth organisation, General Meeting resolutions are approved taking into consideration the voting instructions received prior the meeting. However, a representative may still request a live vote. In this case, representatives will be requested to log in in the voting tool and vote according to the instructions they received. One paid share equals one vote.
Any representative can take the floor and ask questions related to the items on the agenda of the meeting. Before addressing the meeting, the representative must clearly state his/her name and the name of the Shareholder on behalf of which he/she is speaking.
Minutes of the General Meeting are issued following the meeting. The minutes of the meeting include the number of shares represented and the number of votes cast for and against each proposed resolution. The minutes of the meeting are made available to all Shareholders through the AGM tool.
For any questions related to the General Meeting, please contact shareholding@swift.com.