General Meetings of Shareholders

Important information for the 2020 General Meetings

In light of the global coronavirus pandemic, SWFT has taken a decision to cancel the Sibos physical event scheduled to take place in Boston from 5-8 October 2020. We reached this decision after extensive consultation with the community and in the interest, first and foremost, of protecting the safety and wellbeing of our customers, partners and staff. This is not a decision we take lightly, but one we believe is the most responsible course of action given global circumstances. We are exploring options to launch some world-class industry thought leadership content digitally that week and beyond.

Similarly, in accordance with a Belgian Royal Decree adopted in the context of the pandemic, SWIFT has decided to organise the SWIFT Annual, Special and Extraordinary General Meetings (“the 2020 General Meetings”) to be held on 11 June 2020 virtually, as follows:

Summary

  • The 2020 General Meetings shall be held without physical or virtual attendance of shareholders or other persons otherwise entitled to attend
  • In accordance with the SWIFT By-laws, the 2020 General Meetings will take place  on 11 June 2020 at 11:00 am CET, in a virtual way and with a very limited attendance.

 

 

  • The agenda, related documents and detailed instructions are available in the AGM tool, accessible with your usual credentials.
  • Shareholders can only participate by submitting 
    • (i) a validly completed proxy form to be granted to a limited number of representatives.
      or
    • (ii) a validly completed “form to vote by correspondence”. If you elect to vote by correspondence, there is no need to submit a proxy form.

Both documents must be signed and returned by email within the deadline as set out below. There is no need to send paper documents.

  • Questions to the directors, the management and/or the statutory auditor of SWIFT may be submitted in writing only within the deadline as detailed below and using the required form.

GIVEN THAT ALL OUR LOCATIONS ARE CLOSED TO VISITORS, THAT THE MAJORITY OF OUR STAFF IS WORKING FROM HOME, AND THE IMPOSSIBILITY TO PROVIDE AND RECEIVE DOCUMENTS IN PHYSICAL FORM (BY COURIER, BY POST, BY FAX OR BY LETTER), SHAREHOLDERS MUST RETURN THE ABOVE DOCUMENTS BY EMAIL ONLY TO SHAREHOLDING@SWIFT.COM

0
Grey

The invitation, agenda, supporting documents and proxy forms are made available through the AGM tool at least 30 days prior to the General Meetings. All shareholders receive e-mail notifications informing them when the documents are available in the AGM tool. The e-mails are sent to the ‘primary business contacts' registered by shareholders on swift.com. It is therefore of utmost importance that shareholders ensure that their contact details are kept up-to-date at all times. Should you have any questions, please see our instructions on how to register a ‘primary business contact'.

The following documents are made available to the shareholder ahead of the General Meetings:

  • the invitation and agenda, including the proposed resolutions for approval by shareholders
  • the latest shareholding position of the company
  • the Annual Review and the consolidated and statutory financial statements
  • a proxy form
  • the minutes of the preceding year.
0
White

General Meeting Agenda(s), quorum requirements

Depending on the points addressed on the agenda, the meeting may be an Ordinary, a Special or an Extraordinary General Meeting.

0
White

Ordinary General Meetings

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 discharge and appointment of the Board of Directors and the discharge & 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.

Extraordinary General Meetings

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.

0
White

Special General Meetings

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.

0
White

Attendance at the General Meeting

All shareholders are entitled to attend the General Meeting in person in order to exercise their powers. Each shareholder must appoint an individual to attend the meeting on their behalf; typically a duly authorised representative of the legal entity. A shareholder may also appoint a third party to represent them at the meeting. This representative can be another shareholder, a member of the SWIFT Board of Directors or any other person the shareholder deems fit to act as their representative.

The shareholder, whether physically present or represented by a third party, shall complete the proxy form that is available through the AGM tool. The proxy form must clearly identify the shareholder's name and address, the number of shares and votes they hold in SWIFT, and the name of the physical person acting as their representative. The proxy form must be signed by the shareholder for it to be valid. If the shareholder is represented by a third party, the shareholder will need to send the duly completed proxy form and their voting instructions to their representative. More information and details on proxy forms can be found in the AGM tool.

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.

 

A shareholder's representative attending the General Meeting must:

  • register on arrival and identify himself/herself by way of a valid passport, ID card, or driver's licence. A representative failing to do so may not be admitted
  • sign the list of presence
  • hand over the proxy form(s) duly completed and signed by the shareholder that he or she represents
  • sign the list of shareholders that he/she represents for acknowledgement of receipt.

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.

Each representative receives a voting form for each proposed resolution on the agenda. The voting form indicates the number of shares/votes that the representative holds. Each share present or represented at the meeting gives the right to one vote.

Representatives must make their own travel and hotel arrangements. SWIFT is unable to give financial assistance to representatives.

0
White

Functioning of the General Meeting
and voting rules

The Chairman of the Board of Directors, or in his or her absence the Deputy Chairman of the Board of Directors, shall be the Chairman of the General Meeting. At the start of the General Meeting, the Secretary and two vote tellers are formally appointed.

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.

1
White