Handelsbanken’s Annual General Meeting 2018
At the annual general meeting on 21 March 2018, all members of the Board of Handelsbanken were re-elected, with the exception of Ms Karin Apelman, who had declined re-election. Mr Hans Biörck was elected as a new member. Mr Pär Boman was re-elected as Chairman of the Board. A list of the members of the Board can be found below.
At the subsequent first Board meeting, Mr Fredrik Lundberg was appointed as Vice Chairman of the Board.
The meeting elected Ernst & Young AB and PricewaterhouseCoopers AB as auditors for the period until the end of the annual general meeting to be held in 2019. These two auditing companies have appointed as auditors in charge Mr Jesper Nilsson (authorised public accountant) for Ernst & Young AB and Mr Johan Rippe (authorised public accountant) for PricewaterhouseCoopers AB.
The meeting adopted the Board’s proposal for an ordinary dividend of SEK 5.50 per share and an extra dividend of SEK 2.00 per share. The record day for the dividend is Friday, 23 March 2018. The dividend is expected to be distributed by Euroclear on Wednesday, 28 March 2018.
Acquisition and divestment of the Bank’s own shares
In accordance with the Board’s proposal, the meeting authorised the Board to resolve on the purchase of class A and/or B shares in Handelsbanken until the annual general meeting in 2019, in accordance with the following conditions:
- The purchases shall be made on Nasdaq Stockholm AB.
- The Bank may purchase a total of no more than 120,000,000 class A and/or B shares or a higher number which comprises a percentage adjustment for an increase in the number of shares in Handelsbanken due to conversion of convertibles or a stock split.
- When they are purchased, the shares shall be paid for at a price within the registered price range at any time, or at a price in compliance with Nasdaq Stockholm AB’s rules regarding volume-weighted average prices.
- The aggregated holding of the Bank’s own shares, including shares in the trading book, shall not at any time exceed one-tenth of the total number of shares in the Bank.
- Acquisitions may be made within the framework of a repurchase programme in accordance with the Regulation (EU) No 596/2014 of the European Parliament and of the Council, and the Commission Delegated Regulation (EU) 2016/1052.
The meeting also authorised the Board a) to resolve on divestment of the Bank’s own shares, deviating from the shareholders’ preferential rights, as payment in connection with future acquisition of a company or business, and b) to resolve on divestment of the Bank’s own shares on Nasdaq Stockholm AB at a price within the registered price range at any time, or in some other way than through Nasdaq Stockholm AB, in order to finance acquisition of a company or business, with or without preferential rights for the shareholders, and with or without provisions on payment in kind or through a set-off. In this case, if divestment deviates from the shareholders’ preferential rights, the remuneration for shares sold must correspond to an estimated market value and be payable in forms other than cash. In other respects, the following terms shall apply:
- The authorisations can be utilised on one or more occasions until the next AGM.
- The authorisation on divestment covers all class A or B shares in Handelsbanken held by the Bank at the time of the Board’s resolution.
Handelsbanken has no holdings of its own repurchased shares.
In accordance with the Board’s proposal, the meeting also resolved that, during the period until the next annual general meeting, the Bank, for its securities operations, shall have the right to acquire its own ordinary class A and/or B shares for the Bank’s trading book, on condition that its own shares in the trading book shall not at any time exceed two per cent of all shares of the Bank. The shares shall be acquired at the market price applicable at the time of purchase.
Authorisation to resolve on issuance of convertibles – debt instruments that may be included as additional tier 1 capital
The meeting resolved to authorise the Board to issue convertibles during the period until the annual general meeting in 2019, in accordance with the following conditions:
- The authorisation can be utilised on one or more occasions until the 2019 annual general meeting.
- An issue may be made with or without deviation from shareholders’ preferential rights.
- The convertibles will not include the right of conversion for the holders, but will lead to mandatory conversion to shares in accordance with the terms and conditions, in the case of one or more pre-defined events.
- It must be possible to convert to class A or class B shares in Handelsbanken.
- The loan amount and conversion conditions will be determined so that the aggregate number of shares which may be issued when converting convertibles issued under this authorisation, with application of the conversion price determined at the time of issue, amounts to a maximum of 180,000,000 shares. For convertibles issued according to the authorisation, market-based terms for debt instruments which may be included as additional tier 1 capital instruments shall be applied.
Principles for remuneration to executive officers
The meeting approved the Board’s proposal on guidelines for remuneration and other terms of employment for executive officers of Handelsbanken, as follows. The guidelines shall apply to the Group Chief Executive, other Executive Directors and Board Members of the parent company who are also employees of the Bank. The guidelines must not affect any remuneration previously decided upon for executive officers.
- The aggregated total remuneration shall be on market terms.
- Remuneration is paid only in the form of a fixed salary, pension provision and customary benefits. By special decision of the Board, the Bank can provide housing. Variable remuneration benefits such as bonus and percentage of profits are not paid.
- The executive officers in question are included in the Oktogonen profit-sharing system on the same terms as all employees of the Bank.
- The retirement age is normally 65. Retirement benefits are defined contribution, and are payable in addition to a collectively agreed pension plan.
- The period of notice on the part of the officer is six (6) months, and on the part of Handelsbanken a maximum of twelve (12) months. If the Bank terminates the employment contract later than five (5) years after the person becomes one of the Bank’s executive officers, the period of notice is a maximum of twenty-four (24) months. No other termination benefits are paid. Other time periods may apply due to collective agreements and labour legislation.
- The Board shall have the right in exceptional circumstances to deviate from the established guidelines if there are special reasons in an individual case.
Members of the Board elected in 2018
Mr Jon Fredrik Baksaas
Mr Hans Biörck
Mr Pär Boman
Mr Anders Bouvin
Ms Kerstin Hessius
Mr Jan-Erik Höög
Mr Ole Johansson
Ms Lise Kaae
Ms Bente Rathe
Ms Charlotte Skog
Minutes of meeting
Minutes of the annual general meeting will be available on the Bank’s website http://www.handelsbanken.se/ireng approximately two weeks from today’s date.
For more information about Handelsbanken, see: www.handelsbanken.com