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