Handelsbanken’s annual general meeting 2013

Board
At the annual general meeting on 20 March 2013, all members of the Board of Handelsbanken were re-elected, with the exception of Hans Larsson who had declined re-election. Anders Nyrén was elected as Chairman of the Board. The Board members are listed below.

At the subsequent first Board meeting, Fredrik Lundberg and Sverker Martin-Löf were appointed as Vice Chairmen of the Board.

Auditors
The meeting re-elected KPMG AB and Ernst & Young AB as auditors for the period until the end of the annual general meeting to be held in 2014. These two auditing companies have appointed the same auditors in charge as in 2012: Stefan Holmström (authorised public accountant) as auditor in charge for KPMG AB and Erik Åström (authorised public accountant) as auditor in charge for Ernst & Young AB.

Dividend
The meeting adopted the Board’s proposal for a dividend of SEK 10.75 per share. The record day for the dividend is Monday, 25 March 2013. The dividend is expected to be distributed by Euroclear on Thursday, 28 March 2013.

Buybacks of shares
In accordance with the Board’s proposal, the meeting authorised the Board to resolve on the purchase of Handelsbanken’s own class A and/or B shares during the period until the AGM in 2014 on the following conditions:

• The purchases shall be made on NASDAQ OMX Stockholm AB.
• The Bank may purchase a total of no more than 40,000,000 class A and/or B shares.
• 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 OMX 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.

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 an acquisition of a company or business, and b) to resolve on divestment of the Bank’s own shares on NASDAQ OMX Stockholm AB at a price within the registered price range at any time, or in some other way than through NASDAQ OMX Stockholm AB, in order to finance an 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 can 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 ordinary general meeting.
• The authorisation on divestment covers all class A and/or B shares in Handelsbanken held by the Bank at the time of the Board’s resolution.

In accordance with the Board’s proposal, the meeting also decided that, in order to facilitate the Bank’s securities operations, and until the annual general meeting in 2014, the Bank shall have the right to acquire its own ordinary class A and/or B shares for the Bank’s trading book, on condition that the Bank’s own shares in the trading book at no time exceed two per cent of all shares in the Bank. The shares shall be acquired at the market price applicable at the time of purchase.

Principles for remuneration to senior management
The meeting approved the Board’s proposed guidelines for compensation and other terms of employment for the senior management of Handelsbanken as follows. The guidelines shall not affect any compensation previously decided for senior management.

• The aggregated total compensation shall be on market terms.
• Compensation 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 compensation benefits such as bonus and percentage of profits are not paid.
• The senior managers 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-benefit or defined-contribution, or a combination of the two.
• The period of notice on the part of a senior manager 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 a member of the senior management, the period of notice is a maximum of twenty-four (24) months. No other termination benefits are paid.
• The Board shall have the right to in exceptional circumstances deviate from the established guidelines if there are special reasons in an individual case.

The senior management positions to which these guidelines apply are the Group Chief Executive and Executive Vice Presidents.

Members of the board 2013
Mr JON FREDRIK BAKSAAS, Sandvika
Mr PÄR BOMAN, Stockholm
Mr TOMMY BYLUND, Ljusdal
Ms LONE FØNSS SCHRØDER, Copenhagen
Mr JAN JOHANSSON, Stockholm
Mr OLE JOHANSSON, Grankulla
Mr FREDRIK LUNDBERG, Djursholm
Mr SVERKER MARTIN-LÖF, Stockholm
Mr ANDERS NYRÉN, Bromma
Ms BENTE RATHE, Trondheim
Ms CHARLOTTE SKOG, Österskär

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

For more information about Handelsbanken, please go to: www.handelsbanken.com

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