At the annual general meeting on 23 April 2008, the board of Handelsbanken was re-elected, with the exception of Mr Lars O Grönstedt who had declined re-election. Mr Hans Larsson was elected chairman.

 

At the subsequent first board meeting Mr Anders Nyrén and Mr Fredrik Lundberg were appointed as vice chairmen of the board.

 

The board members are listed below.

 

 

The annual general meeting adopted the board's proposal for a dividend of SEK 13.50 per share. The record day for the dividend is Monday, 28 April 2008. The dividend is expected to be distributed by VPC AB (the Swedish Central Securities Depository & Clearing Organisation) on Friday, 2 May 2008.

 

 

In accordance with the board's proposal, the meeting authorised the board to resolve on the purchase and divestment of the Bank's own class A and/or B shares during the period until the annual general meeting in 2008 on the following conditions:

• The purchases shall be made on OMX Nordiska Börs Stockholm (the Stockholm stock exchange)
• The Bank may purchase a total of no more than 20,000,000 class A and/or B shares.
• The shares must be acquired at the market price applicable at the time of purchase.

 

At the subsequent first board meeting, the board resolved to utilise its repurchase mandate and assigned to the group chief executive to effect the repurchases when appropriate, for a maximum amount of SEK 3bn.

 

The meeting authorised the board to resolve on disposal 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, with or without preferential rights for the shareholders, to resolve on disposal of the Bank's own shares by other means than through OMX Nordiska Börs Stockholm, in order to finance acquisition of a company or business. In cases where disposal is made deviating from the shareholders' preferential rights, the remuneration for shares sold must correspond to an estimated market value and may be payable in forms other than cash. In other respects, the following terms shall apply:

• The authorisation can be utilised on one or more occasions until the next annual general meeting.
The authorisation covers all class A or B shares in Handelsbanken held by the Bank at the time of the board's resolution.

 

The annual general meeting resolved in accordance with the board's proposal to reduce the share capital by SEK 22,218,000 through cancellation without repayment of 4,830,000 shares held by the Bank.

 

With the consent of the Swedish Financial Supervisory Authority, the Bank's share capital can be reduced without the permission of a court of law, if the Bank takes measures to ensure that its share capital does not decrease as a result of the decision.

 

The annual general meeting therefore resolved, by means of a bonus issue, to increase the Bank's share capital by SEK 31,173,473.10 through a transfer of this amount from its unrestricted share capital without the issuing of new shares.

 

 

In accordance with the board's proposal, the annual general meeting resolved on the implementation of a convertible bond programme for Group employees. The programme means that Handelsbanken will raise a subordinated convertible loan in the nominal amount of not more than SEK 2,300,000,000 through an issue of convertible bonds. If the conversion price on the date of issue of the bond is set at an amount which would lead to a dilution effect after full conversion exceeding 2 percent of the share capital or the votes, the highest loan amount shall be reduced so that the maximum dilution effect equals 2 percent.

 

 

The AGM authorised an amendment to the Bank's Articles of Association, to the effect that the Bank is able to issue covered bonds pursuant to the Swedish Covered Bonds (Issuance) Act (2003:1223).

 

 

The AGM resolved to re-elect KPMG Bohlins AB and Ernst & Young AB as auditors for the period until the end of the AGM to be held in 2012. These two auditing companies have each announced that there will be a change in the nominated auditors in charge: Stefan Holmström (authorised public accountant) will be appointed as auditor in charge for KPMG Bohlins AB, while Erik Åström (authorised public accountant) will be appointed as auditor in charge for Ernst & Young AB.

 

 

The nomination committee shall have five members. Four of the members (the "Shareholders' Representatives") shall represent the Bank's four largest shareholders/shareholder groups in terms of votes according to shareholder information as at 31 August from the VPC (the "Largest Shareholders"); one of these members is to chair the committee. However, the nomination committee must not include representatives of companies which are significant competitors of the Bank in any of its main areas of operations.

 

The annual general meeting assigns the chairman of the board to contact the Largest Shareholders. These will each appoint one representative who, together with the chairman, are to constitute the nomination committee for the period until a new nomination committee is appointed by mandate from the next annual general meeting. The members of the nomination committee for the nomination of board members for 2009 shall be announced at least six months before the 2009 annual general meeting.

 

 

PIRKKO ALITALO, Helsinki

JON FREDRIK BAKSAAS, Sandvika

ULRIKA BOËTHIUS, Stockholm

PÄR BOMAN, Linköping

Tommy Bylund, Ljusdal

GÖRAN ENNERFELT, Upplands Väsby

SIGRUN HJELMQUIST, Djursholm

HANS LARSSON, Stockholm

FREDRIK LUNDBERG, Djursholm

SVERKER MARTIN-LÖF, Stockholm

ANDERS NYRÉN, Bromma

BENTE RATHE, Trondheim

 

 

Minutes of the annual general meeting will be available on the Bank's website http://www.handelsbanken.se/ireng within two weeks of today's date.