Handelsbanken’s Annual General Meeting 2017
At the annual general meeting (AGM) on 29 March 2017, all members of the Board of Handelsbanken were re-elected with the exception of Mr Tommy Bylund who had declined re-election. Mr Anders Bouvin and Mr Jan-Erik Höög were elected as new Board members. Mr Pär Boman was re-elected as Chairman. 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.
The meeting elected Ernst & Young AB and PricewaterhouseCoopers AB as auditors for the period until the end of the AGM to be held in 2018. These two auditing companies have appointed Mr Jesper Nilsson (authorised public accountant) as auditor in charge for Ernst & Young AB and Mr Johan Rippe (authorised public accountant) as auditor in charge for PricewaterhouseCoopers AB.
The meeting adopted the Board’s proposal for a dividend of SEK 5.00 per share. The record day for the dividend is Friday, 31 March 2017. The dividend is expected to be distributed by Euroclear on Wednesday, 5 April 2017.
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 Handelsbanken’s own class A and/or B shares until the AGM in 2018 on 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.
- Purchases may take place within the scope of a buyback program 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 an 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 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 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 holding of repurchased own shares.
In accordance with the Board’s proposal, the meeting also resolved that, during the period until the next AGM, the Bank, for its securities operations, should 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.
Authorisation to resolve on issuance of convertibles – debt instruments that can be included as additional tier 1 capital
The meeting resolved to authorise the Board to resolve on the issuance of convertibles during the period until the AGM in 2018, in accordance with the following conditions:
- The authorisation can be utilised on one or more occasions until the 2018 AGM.
- An issue may be made with or without deviation from the 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 tier 1 capital instruments shall apply.
Guidelines 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 below. The guidelines shall apply to the Group Chief Executive, other Executive Directors and members of the parent company’s Board who are also employees of the Bank. The guidelines shall not affect any remuneration previously decided 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 may be 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 2017
Ms Karin Apelman
Mr Jon Fredrik Baksaas
Mr Pär Boman
Mr Anders Bouvin
Ms Kerstin Hessius
Mr Jan-Erik Höög
Mr Ole Johansson
Ms Lise Kaae
Mr Fredrik Lundberg
Ms Bente Rathe
Ms Charlotte Skog
Minutes of meeting
Minutes of the annual general meeting will be available on the Bank’s website www.handelsbanken.se/ireng approximately two weeks from today’s date.
For more information about Handelsbanken, see: www.handelsbanken.com