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Handelsbanken's annual general meeting 2011

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Board
At the annual general meeting on 23 March 2011, all members of the board of Handelsbanken were re-elected, and Hans Larsson was re-elected chairman of the board.

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

The board members are listed below.

Dividend
The annual general meeting adopted the board's proposal for a dividend of SEK 9 per share. The record day for the dividend is 28 March 2011. The dividend is expected to be distributed by Euroclear on Thursday, 31 March 2011.

Buybacks of shares
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 2012 on the following conditions:

  • The purchases shall be made on NASDAQ OMX Stockholm (the Stockholm stock exchange).
  • The Bank may purchase a total of no more than 40,000,000 class A and/or B shares.
  • The shares shall be acquired at the market price applicable at the time of purchase.
  • 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.


The meeting also 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 NASDAQ OMX 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.


Convertible bond programme for Group employees
The annual general meeting resolved on the implementation of a convertible bond programme for Group employees, principally on the following terms. The programme means that Svenska Handelsbanken AB (publ) will raise a subordinated convertible loan in the nominal amount of not more than SEK 2,512,500,000 through an issue of convertible bonds. If the conversion price on the date of issue is set at an amount which would lead to a dilution effect after full conversion exceeding 2 per cent of the share capital and the votes, the maximum loan amount shall be reduced so that the maximum dilution effect equals 2 per cent. The subscription price for each convertible is to be equivalent to its notional amount.

Changes to the articles of association
As of 1 January 2011, to comply with the Swedish Companies Act, notices to attend meetings of shareholders must be made through advertisements in the official Swedish Gazette (Post- och Inrikes Tidningar) and through being available on the company's website. At the same time as it issues the notice, the company must announce that the notice has been issued by advertising in at least one of the Swedish national daily newspapers specified in the company's articles of association. The meeting resolved that section 9 of the articles of association should state that such announcements will be made through advertisements in Svenska Dagbladet and Dagens Nyheter.

In addition, an adjustment to section 10 of the articles of association was resolved upon, namely that shareholders may give notice of their attendance at the annual general meeting until the end of the day specified in the Bank's notice to attend.

Members of the board 2011
JON FREDRIK BAKSAAS, Sandvika
ULRIKA BOËTHIUS, Stockholm
PÄR BOMAN, Linköping
Tommy Bylund, Ljusdal
LONE FONSS SCHRODER, Copenhagen
GÖRAN ENNERFELT, Stockholm
JAN JOHANSSON, Stockholm
HANS LARSSON, Stockholm
FREDRIK LUNDBERG, Djursholm
SVERKER MARTIN-LÖF, Stockholm
ANDERS NYRÉN, Bromma
BENTE RATHE, Trondheim


Minutes of meetings
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, please go to: www.handelsbanken.com

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