Handelsbanken’s Annual General Meeting 2016

Board
At the annual general meeting (AGM) on 16 March 2016, all members of the Board
of Handelsbanken were re-elected. Ms Karin Apelman and Ms Kerstin Hessius 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.

Auditors
The meeting re-elected KPMG AB and Ernst & Young AB as auditors for the period
until the end of the AGM to be held in 2017. These two auditing companies have
appointed Mr Anders Bäckström (authorised public accountant) as auditor in
charge for KPMG AB, and Mr Jesper Nilsson (authorised public accountant) as
auditor in charge for Ernst & Young AB.

Dividend
The meeting adopted the Board’s proposal for a dividend of SEK 6.00 per share,
including an ordinary dividend of SEK 4.50 per share. The record day for the
dividend is Friday, 18 March 2016. The dividend is expected to be distributed by
Euroclear on Wednesday, 23 March 2016.

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 2017 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.

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 and/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, in order to facilitate 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 2017, in accordance with the
following conditions:

  · The authorisation can be utilised on one or more occasions until the 2017
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 365,000,000 shares. For
convertibles issued according to the authorisation, market-based terms for debt
instruments which may be included as additional 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 Central Board of Handelsbanken 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 benefit
or defined contribution, or a combination of the two.
  · 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 2016
Ms Karin Apelman
Mr Jon-Fredrik Baksaas
Mr Pär Boman
Mr Tommy Bylund
Ms Kerstin Hessius
Mr Ole Johansson
Ms Lise Kaae
Mr Fredrik Lundberg
Ms Bente Rathe
Ms Charlotte Skog
Mr Frank Vang-Jensen

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 (http://www.handelsbanken.se)