Handelsbanken's annual general meeting
At the annual general meeting on 26 April 2005, the board of Handelsbanken was re-elected and Arne Mårtensson was appointed chairman.
At the subsequent first board meeting Hans Larsson and Anders Nyrén 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 6 per share. The record day for dividend is Friday, 29 April 2005. The dividend is expected to be distributed by the VPC on Wednesday, 4 May 2005.
Buyback and disposal of shares
In accordance with the board's proposal, the annual general meeting authorised the board to resolve on purchase of the Bank's own class A and/or B shares during the period until the annual general meeting in 2006 on the following conditions:
The meeting also decided to authorise the board to resolve on a) 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 b) with or without preferential rights for the shareholders, to resolve on disposal of the Bank's own shares in some other way than through Stockholmsbörsen 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 other forms than cash. In other respects, the following terms shall apply:
Reduction of the share capital through cancellation of repurchased shares and bonus issue etc.
The annual general meeting resolved in accordance with the board's proposal to reduce the share capital by 98 545 704.95 Swedish kronor through cancellation without repayment of 23 745 953 class B shares held by the Bank, which were repurchased in previous years. The purpose of the reduction is for the reduction amount to be allocated to unrestricted equity.
With the consent of the Finansinspektionen, the share capital can be reduced without the permission of a court of law, if the Bank takes measures so that the Bank's share capital does not decrease as a result of the reduction.
The annual general meeting therefore resolved by means of a bonus issue to increase the Bank's share capital by 100 446 219.30 Swedish kronor by transferring this amount from distributable profits, where the nominal value of the shares would increase from 4.15 kronor to 4.30 kronor. As a consequence of this, the annual general meeting also resolved to amend section 5 of the Articles of Association regarding the nominal value of the share in accordance with this.
Other changes to the Articles of Association
The annual general meeting resolved to adapt the description of operations in section 3 of the Articles of Association to the new definition of banking operations in the Banking and Financing Business Act (2004:297) and to amend section 10 of the Articles of Association clarifying that notices convening general meetings and other notices to the shareholders shall be advertised in the Swedish Official Gazette (Post och Inrikes Tidningar) and in the Swedish national daily newspapers Svenska Dagbladet and Dagens Nyheter.
The annual general meeting mandated the chairman of the board to appoint one representative for each one of the four major shareholders of the Bank, who, with the chairman, form a committee to prepare the next election of board members. No representative for a shareholder with a business in competition with the bank shall be appointed to the nomination committee. The composition of the committee in preparation for the board election in 2006 shall be announced at the latest six months before the annual general meeting in 2006.
Members of the board 2005
PIRKKO ALITALO, Helsinki
FREDRIK BAKSAAS, Sandvika
ULRIKA BOËTHIUS, Stockholm
Tommy Bylund, Ljusdal
GÖRAN ENNERFELT, Upplands Väsby
LARS O GRÖNSTEDT, Stockholm,
SIGRUN HJELMQUIST, Djursholm
HANS LARSSON, Stockholm
FREDRIK LUNDBERG, Djursholm
SVERKER MARTIN-LÖF, Stockholm
ARNE MÅRTENSSON, Djursholm
ANDERS NYRÉN, Bromma
BENTE RATHE, Trondheim
Minutes of the Annual General Meeting will be available at the Bank's website http://www.handelsbanken.se/ireng within two weeks as of today.
The press release can be downloaded from the following link: