General Meetings of Shareholders
The Annual General Meeting of the Company takes place on the second Thursday of June at 11.00 AM in La Hulpe (Belgium).
At least 30 days before the meeting, Shareholders are informed of the place, day and hour of the General Meeting and the agenda. All supporting documents that need to be put at the disposal of the Shareholders are uploaded at least 15 days prior to the General Meeting on the Company website in accordance with the Companies and Associations Code.
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 not received the invitation to the AGM, please contact us immediately at firstname.lastname@example.org. 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.
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 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.
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.
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.
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.
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 authorized representative who must present a valid and duly executed proxy form and an official ID or passport;
- The Shareholder must confirm its attendance to SWIFT at least 24 hours in advance;
- The holder of registered shares 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.
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.
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 email@example.com.