EUR 1000.00 For Business Accounts Only

Svenska Handelsbanken - AGM 24 March 2021

We note that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.

Under ITEM 10 approval of the Company's first remuneration report is sought. Although there is no link between pay and performance given the absence of any variable compensation, we consider the Company’s executive compensation in the year under review to be in line with the requirements of the applicable regulations and general Guidelines governing remuneration policies in credit institutions of the Swedish FSA (see D above). Accordingly, we recommend to vote FOR.

Under ITEM 12 the board of directors seeks authorisation to repurchase own shares.

Although the magnitude of the authority would meet our guidelines, we note that the Swedish Financial Supervisory Authority (FSA) has issued an executive order which recommends that, in light of the economic uncertainty caused by the ongoing Covid-19 pandemic, it expects that, inter alia, banks should be restrictive with dividends and share buybacks up until September 30, 2021. Under the order total dividends and share repurchases by banks should, up until such date, NOT exceed 25% of the aggregate net earnings of the FY’s 2019 and 2020. In the latter respect, we note that, under ITEM 9, Handelsbanken proposes to distribute a dividend corresponding to nearly 25% of the aggregate net earnings of the FY’s 2019 and 2020, which leaves no further room for any share repurchases. In view of the above, we recommend to vote OPPOSE.

Under ITEM 18 the nomination committee proposes to increase the remuneration of the board of directors by about 2%. In our view the current fees are already at the upper level of Swedish market practice for a company with the size and complexity of Handelsbanken and we therefore do not approve of any increases without adequate justification. We furthermore note that the chairman’s fee is more than 4.5x that of a(n) ordinary board member. This significantly exceeds the median fees of the other non-executive directors which is NOT in accordance with our guidelines. In view of the above concerns, we recommend to vote OPPOSE.

Under ITEMS 19.1-19.9, the (re-)election of the board of directors is proposed.

In view of insufficient independent representation on the board of directors as well as concerns over aggregate time commitments we recommend to vote OPPOSE to the (re-)election of: Mr. Jon-Fredrik Baksaas (ITEM 19.1), Mr. Hans Biörck (ITEM 19.3), Mr. Pär Boman (ITEM 19.4), Ms. Kerstin Hessius (ITEM 19.5), Mr. Fredrik Lundberg (ITEM 19.6) and Mr. Ulf Riese (ITEM 19.7).

Under ITEM 20 the nomination committee proposes to re-appoint Mr. Pär Boman as Chairman of the board of directors. We have various concerns over his re-appointment.

Mr. Boman is not considered independent, we have concerns over his aggregate time commitments, and Mr. Boman became board Chairman in 2015, immediately after having served as CEO of the Company for approximately 10 years. In view of the above, we recommend to vote OPPOSE.

Under ITEM 21.1 the nomination committee proposes the re-election of Ernst & Young AB as the Company’s external auditor for the period until the next AGM. In view of the current term in office of the external auditor, we recommend to vote OPPOSE.

Finally, we note that, unlike best practice, the voting results of the AGM 2020 are not disclosed. We urge the Company to do so next year.