According to a resolution by Handelsbanken's Annual General Meeting (AGM) on 23 March 2022, 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 from Euroclear Sweden AB as at 31 August the year before the AGM is held (the "Largest Shareholders") on this date; 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 AGM 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 AGM. The members of the nomination committee for the nomination of board members shall be announced on the Bank's website six months at the latest before the election is to be conducted.
The members of the nomination committee are to appoint the chairman among themselves. No fees are to be paid.
Should a shareholder which is represented on the nomination committee cease to be one of the Largest Shareholders as a result of changes in the ownership structure, then, if the change is significant and the majority of the members of the nomination committee so decides, the shareholder's representative must withdraw from the nomination committee, and the shareholder which has been newly added to the four largest shareholders/shareholder groups in terms of votes is to appoint a representative instead. However, changes in the ownership structure which occur less than three months before an AGM will not lead to any change in the composition of the nomination committee.
If a Shareholders' Representative leaves his/her position with the shareholder, the shareholder is entitled to appoint a new representative for the nomination committee.
If one of Largest Shareholders no longer wishes to participate in the work of the nomination committee by having a representative on the committee, and the nomination committee considers that there is a need to replace this representative, the shareholder which is next in line among the largest shareholders/shareholder groups in terms of votes is to appoint a representative instead.
Any changes in the composition of the nomination committee must be made public immediately.
This resolution on the forms for appointing a nomination committee for the AGM in 2023 and subsequent AGMs shall apply until it is amended by a future shareholders' meeting.
Members of the nomination committee
Helena Stjernholm of Industrivärden, chairwoman
Maria Sjöstedt of the Oktogonen Foundation
Anders Algotsson, AFA Försäkring
Claes Boustedt of the owner group Lundberg
Pär Boman, chairman of the Handelsbanken Board
The nomination committee has been formed based upon the shareholding in the bank as at 31 August 2023.