Handelsbanken's annual general meeting

Board
At the annual general meeting on 23 April 2008, the board of
Handelsbanken was re-elected, with the exception of Mr Lars O
Grönstedt who had declined re-election. Mr Hans Larsson was elected
chairman.
 
At the subsequent first board meeting Mr Anders Nyrén and Mr 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 13.50 per share. The record day for the dividend is
Monday, 28 April 2008. The dividend is expected to be distributed by
VPC AB (the Swedish Central Securities Depository & Clearing
Organisation) on Friday, 2 May 2008.
 
 
Repurchasing 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 2008 on the following conditions:

  * The purchases shall be made on OMX Nordiska Börs Stockholm (the
    Stockholm stock exchange)
  * The Bank may purchase a total of no more than 20,000,000 class A
    and/or B shares.
  * The shares must be acquired at the market price applicable at the
    time of purchase.

 
At the subsequent first board meeting, the board resolved to utilise
its repurchase mandate and assigned to the group chief executive to
effect the repurchases when appropriate, for a maximum amount of SEK
3bn.
 
The meeting 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 OMX Nordiska Börs 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.

 
Reduction of the share capital through cancellation of repurchased
shares and bonus issue, etc.
The annual general meeting resolved in accordance with the board's
proposal to reduce the share capital by SEK 22,218,000 through
cancellation without repayment of 4,830,000 shares held by the Bank.
 
With the consent of the Swedish Financial Supervisory Authority, the
Bank's share capital can be reduced without the permission of a court
of law, if the Bank takes measures to ensure that its share capital
does not decrease as a result of the decision.
 
The annual general meeting therefore resolved, by means of a bonus
issue, to increase the Bank's share capital by SEK 31,173,473.10
through a transfer of this amount from its unrestricted share capital
without the issuing of new shares.
 
 
Convertible bond programme for Group employees
In accordance with the board's proposal, the annual general meeting
resolved on the implementation of a convertible bond programme for
Group employees. The programme means that Handelsbanken will raise a
subordinated convertible loan in the nominal amount of not more than
SEK 2,300,000,000 through an issue of convertible bonds. If the
conversion price on the date of issue of the bond is set at an amount
which would lead to a dilution effect after full conversion exceeding
2 percent of the share capital or the votes, the highest loan amount
shall be reduced so that the maximum dilution effect equals 2
percent.
 
 
Changes to the Articles of Association
The AGM authorised an amendment to the Bank's Articles of
Association, to the effect that the Bank is able to issue covered
bonds pursuant to the Swedish Covered Bonds (Issuance) Act
(2003:1223).
 
 
Auditors
The AGM resolved to re-elect KPMG Bohlins AB and Ernst & Young AB as
auditors for the period until the end of the AGM to be held in 2012.
These two auditing companies have each announced that there will be a
change in the nominated auditors in charge: Stefan Holmström
(authorised public accountant) will be appointed as auditor in charge
for KPMG Bohlins AB, while Erik Åström (authorised public accountant)
will be appointed as auditor in charge for Ernst & Young AB.
 
 
Nomination committee
The nomination committee shall have five members. Four of the members
(the "Shareholders' Representatives") shall represent the Bank's four
largest shareholders/shareholder groups in terms of votes according
to shareholder information as at 31 August from the VPC (the "Largest
Shareholders"); one of these members is to chair the committee.
However, the nomination committee must not include representatives of
companies which are significant competitors of the Bank in any of its
main areas of operations.
 
The annual general meeting assigns the chairman of the board to
contact the Largest Shareholders. These will each appoint one
representative who, together with the chairman, are to constitute the
nomination committee for the period until a new nomination committee
is appointed by mandate from the next annual general meeting. The
members of the nomination committee for the nomination of board
members for 2009 shall be announced at least six months before the
2009 annual general meeting.
 
 
Members of the board 2008
PIRKKO ALITALO, Helsinki
JON FREDRIK BAKSAAS, Sandvika
ULRIKA BOËTHIUS, Stockholm
PÄR BOMAN, Linköping
Tommy Bylund, Ljusdal
GÖRAN ENNERFELT, Upplands Väsby
SIGRUN HJELMQUIST, Djursholm
HANS LARSSON, Stockholm
FREDRIK LUNDBERG, Djursholm
SVERKER MARTIN-LÖF, Stockholm
ANDERS NYRÉN, Bromma
BENTE RATHE, Trondheim
 
 
Minutes
Minutes of the annual general meeting will be available on the Bank's
website http://www.handelsbanken.se/ireng within two weeks of today's
date.