Svenska Handelsbanken AB (publ) invites its shareholders to attend the annual general meeting at 10:00 a.m. CET on Wednesday, 26 March 2025 at China Teatern, Berzelii Park 9, Stockholm, Sweden.

The agenda includes the Board's proposal for an ordinary dividend of SEK 7.50 per share and an extra dividend of SEK 7.50 per share.

The nomination committee proposes re-election of the following members of the Board: Ms Hélène Barnekow, Ms Stina Bergfors, Mr Hans Biörck, Mr Pär Boman, Ms Kerstin Hessius, Ms Louise Lindh, Mr Fredrik Lundberg and Mr Ulf Riese. The nomination committee proposes that the meeting elect Mr Anders Jernhall as new Board member. The nomination committee also proposes that Mr Pär Boman be re-elected as Chairman of the Board.

Mr Anders Jernhall holds an M. Sc. in Economics from the Stockholm School of Economics. He is deputy CEO of Holmen AB. 2010 - 2025 he was CFO of Holmen. Before Anders Jernhall became CFO of Holmen, he held various managerial positions in the company such as group controller and treasurer. He is a board member of Indutrade AB since 2018 and of L E Lundberg Kapitalförvaltning AB since 2017. He is also chairman of the board of PRI ideell förening.

The nomination committee proposes election of Öhrlings PricewaterhouseCoopers AB and Deloitte AB as auditors.

Further information can be found in the notice  to attend the AGM (below and attached) and which will be available in English on Handelsbanken's website at handelsbanken.com/agm.

For further information, please contact:
Pär Boman, Chairman of the Board, +46 8 22 92 20 

Tobias Larsson, Secretary of the Board, +46 8 22 92 20 

Mats Olsson, Head of Press & Media, +46 70 688 07 99

For more information about Handelsbanken, see: handelsbanken.com

This document is a translation of the Swedish original. In the event of discrepancies, the Swedish original shall prevail.

Shareholders of
 

Svenska Handelsbanken AB (publ)
are hereby given notice to attend the annual general meeting at
China Teatern, Berzelii Park 9, Stockholm,
on Wednesday, 26 March 2025 at 10:00 a.m. CET

Registration for the annual general meeting (AGM) begins at 8:15 a.m. Before the meeting, from 9:15 a.m., there will be a presentation on Handelsbanken's role in society and interviews with Professor Lars E.O. Svensson and the Bank's Chief Executive Officer Michael Green. The AGM will start at 10:00 a.m. Outerwear and larger bags are not permitted in the meeting venue and must be left in the cloakroom outside the meeting venue. Shareholders also have the opportunity to exercise their voting rights through advance voting (postal voting) before the AGM.

Conditions for participation in the meeting

There are two ways for shareholders to participate in the AGM: (i) attending the AGM in person or by proxy, or (ii) participating by advance voting. In either case, if the shares are registered in the name of a nominee, they must be temporarily re-registered in the name of the shareholder (as further described below).

Participation in person or by proxy

Shareholders wishing to attend the AGM in person or by proxy must:

be entered in the register of shareholders kept by Euroclear Sweden AB on Tuesday, 18 March 2025,

and give notice of their attendance by Thursday, 20 March 2025 at the latest. Notice is to be sent to the Bank via the Bank's website handelsbanken.com/bolagsstamma (in English at handelsbanken.com/agm), via email proxy@computershare.se, by telephone on 08 518 01 553 (from outside Sweden +46 (0)8 518 01 553), or by letter to Computershare AB, Handelsbankens årsstämma, Box 5267, 102 46 Stockholm, Sweden.

Shareholders who have appointed representatives must issue a written, dated power of attorney for the representative. Power of attorney forms are available on the Bank's website, handelsbanken.com/bolagsstamma (in English at handelsbanken.com/agm). A power of attorney issued by a representative of a legal entity must also be accompanied by a registration certificate or corresponding authorisation documents. These documents must prove the authority of the person who has signed the power of attorney to appoint the representative for the legal entity. Notice of attendance must also be given, as described above.

In order to facilitate entry at the meeting, the power of attorney and other authorisation documentation should be sent to the Bank at the address above well in advance of the AGM.

Shareholders or representatives may be accompanied by no more than two advisors. Advisors may only be brought to the AGM if the shareholder notifies the Bank of the number of advisors in the same way as stated above for giving notice of the shareholder's attendance.

Notices of attendance received in time will be confirmed by the delivery of a personal entrance card which must be shown at the entrance to the meeting venue. The entrance cards will be sent digitally to attendees who have registered an email address, and by post to other attendees.

Participation through advance voting (postal voting)

Shareholders who wish to participate in the AGM by advance voting must:

be entered in the register of shareholders kept by Euroclear Sweden AB on Tuesday, 18 March 2025,

and give notice of their attendance by submitting their advance votes, not later than Thursday, 20 March 2025, according to the instructions below.

Shareholders may cast their advance votes electronically through verification with BankID via the Bank's website handelsbanken.com/bolagsstamma (in English at handelsbanken.com/agm). Such electronic advance votes must be submitted not later than Thursday, 20 March 2025. For other advance voting, a special form must be used. The form for advance voting is available on the Bank's website handelsbanken.com/bolagsstamma (in English at handelsbanken.com/agm). The completed and signed form for advance voting shall be sent by e-mail to proxy@computershare.se or by letter to Computershare AB, Handelsbankens årsstämma, Box 5267, 102 46 Stockholm, Sweden. Completed forms must be received by Computershare not later than Thursday, 20 March 2025.

The shareholders may not provide special instructions or conditions to the advance vote. If so, the entire advance vote is invalid. Further instructions and conditions can be found in the advance voting form. If a shareholder submits its advance vote through a representative, a written and dated power of attorney signed by the shareholder must be attached to the advance voting form. Power of attorney forms are available on the Bank's website handelsbanken.com/bolagsstamma (in English at handelsbanken.com/agm). A power of attorney issued by a representative of a legal entity must also be accompanied by a registration certificate or corresponding authorisation documents.

Shareholders who wish to attend the AGM at the meeting venue must give notice of their attendance to the Bank in accordance with the instructions under "Participation in person or by proxy" above. This means that a notice of attendance by advance voting only is not enough for a shareholder who wants to attend the AGM at the meeting venue.

Nominee-registered shares

To be able to participate in the AGM (including via advance voting), any shareholders whose shares are nominee-registered (in a custody account) via a bank or other nominee must temporarily re-register the shares in his/her own name in the register of shareholders kept by Euroclear Sweden AB (so called "registration of shares for voting rights"). Shareholders must notify the nominee of this in good time. Registrations of shares for voting rights that have been requested by shareholders in such time as to be completed by the nominee no later than Thursday, 20 March 2025 will be taken into account when the register of shareholders is prepared. Shareholders must also give notice of their attendance in accordance with the "Conditions for participation in the meeting" section.

Items on the agenda

1. Opening of the meeting
2. Election of the chair of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of two persons to verify the minutes
6. Determining whether the meeting has been duly convened
7. A presentation of the annual accounts and auditors' report, as well as the consolidated

annual accounts and the auditors' report for the Group, for 2024. In connection with this:

-       a presentation of the past year's work by the Board and its committees

-       a speech by the Chief Executive Officer

-       a presentation of audit work

1. Resolutions concerning adoption of the income statement and the balance sheet, as well as the consolidated income statement and consolidated balance sheet
2. Resolution on the allocation of the Bank's profits in accordance with the adopted balance sheet and resolution on the record day
3. Presentation and approval of the Board's report regarding paid and accrued remuneration to executive officers
4. Resolution on discharge from liability for the members of the Board and the Chief Executive Officer for the period referred to in the financial reports
5. The Board's proposal for authorisation for the Board to resolve on acquisition and divestment of shares in the Bank
6. The Board's proposal for acquisition of shares in the Bank for the Bank's trading book pursuant to Chapter 7, Section 6 of the Swedish Securities Market Act
7. The Board's proposal regarding authorisation for the Board to resolve on issuance of convertible tier 1 capital instruments
8. Determining the number of members of the Board to be appointed by the meeting
9. Determining the number of auditors to be appointed by the meeting
10. Determining fees for Board members and auditors
11. Election of the Board members

1. Hélène Barnekow (re-election, proposed by the nomination committee)
2. Stina Bergfors (re-election, proposed by the nomination committee)
3. Hans Biörck (re-election, proposed by the nomination committee)
4. Pär Boman (re-election, proposed by the nomination committee)
5. Kerstin Hessius (re-election, proposed by the nomination committee)
6. Anders Jernhall (new election, proposed by the nomination committee)
7. Louise Lindh (re-election, proposed by the nomination committee)
8. Fredrik Lundberg (re-election, proposed by the nomination committee)
9. Ulf Riese (re-election, proposed by the nomination committee)

1. Election of the Chairman of the Board
2. Election of auditors
3. Election of auditor in foundations with associated management
4. Shareholder proposal that the Bank shall contribute to improved procedures for issuing BankID
5. Shareholder proposal that the Bank shall contribute to BankID improving the security
6. Shareholder proposal concerning changed dividend policy
7. Closing of the meeting

Nomination committee

The nomination committee has consisted of Ms Helena Stjernholm (Industrivärden), chair, Ms Maria Sjöstedt (Oktogonen Foundation), Mr Claes Boustedt (Lundberg ownership group), Ms Anna Magnusson (First AP fund) and the Chairman of the Board Mr Pär Boman. A presentation of the work of the nomination committee can be found on the Bank's website handelsbanken.com/bolagsstamma (in English at handelsbanken.com/agm).

Item 2 Election of the chair of the meeting

The nomination committee proposes attorney Mr Patrik Marcelius as chair of the meeting.

Item 3 Preparation and approval of the voting list

The voting list proposed for approval is the voting list drawn up by Computershare on behalf of the Bank, based on the AGM's share register, shareholders having given notice of attendance and being present at the meeting venue, and advance votes received.

Item 9 Dividend and record day

The Board proposes a dividend of SEK 15 per share, of which SEK 7.50 relate to ordinary dividend, and that the remaining profits be carried forward to next year. In addition, the Board proposes that Friday, 28 March 2025 be the record day for receiving dividends. If the meeting resolves in accordance with the proposal, Euroclear Sweden AB expects to distribute the dividend on Wednesday, 2 April 2025.

Item 12 The Board's proposal for authorisation for the Board to resolve on acquisition and divestment of shares in the Bank

The earning capacity of the Bank remains good, and a stable capital situation can be foreseen. Depending on the continuing growth in volumes, a strengthened capital situation may arise. In such a situation, it could be appropriate to adjust the Bank's capital structure, which may, among other things, be carried out by repurchasing the Bank's own shares. A new authorisation by the meeting for the Board to resolve on the repurchase of the Bank's own shares is therefore justified. The Board also notes that if the Bank were to acquire a company or business, such a transaction could be facilitated if its own repurchased shares were available to finance such acquisitions.

The Board proposes that the Board be authorised to, on one or more occasions until the next AGM, resolve on the purchase of Handelsbanken's own class A and/or B shares on Nasdaq Stockholm, on the following main conditions:

• 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, a share split or an issue of 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 Stockholm'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 all shares in the Bank.

The Board also proposes that the Board is authorised to, on one or more occasions until the next AGM, resolve on divestment of the Bank's own shares of class A and/or B, as payment in connection with acquisition of a company or business, or to finance such acquisition, in accordance with the following terms and conditions:

• Divestments may be made on Nasdaq Stockholm at a price per share within the registered price range at any time.
• Divestments may also be made in accordance with the rules in Chapter 19, Sections 35-37 of the Swedish Companies Act, i.e. outside a regulated market.
• No more than the number of class A and/or B shares held by the Bank at the time of the Board's decision may be divested.
• The authorisation includes the right to resolve on deviation from the shareholders' preferential rights and that payment may be made in kind or by set-off, whereby the consideration for divested shares, if the divestment is made without preferential rights for the shareholders, shall correspond to an assessed market value for the shares at the time of the decision on the divestment.

The purpose of the authorisation is to give the Board more flexibility in financing acquisitions of companies or businesses. The reason for deviating from the shareholders' preferential rights shall be to create alternative forms of payment when acquiring companies or businesses.

Item 13 The Board's proposal for acquisition of shares in the Bank for the Bank's trading book pursuant to Chapter 7, Section 6 of the Swedish Securities Market Act

The Board proposes that, in order to facilitate its securities operations, and until the next AGM, the Bank shall have the right to acquire its own class A and/or B shares for the Bank's trading book pursuant to Chapter 7, Section 6 of the Swedish Securities Market Act, 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 price of the acquired shares shall correspond to the applicable market price at the time of acquisition.

Item 14 The Board's proposal regarding authorisation for the Board to resolve on issuance of convertible tier 1 capital instruments

The Board proposes that the meeting resolve to authorise the Board to issue convertible tier 1 capital instruments during the period until the AGM in 2026, in accordance with the following main conditions:

• An issue may be made with or without deviation from 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 should 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 one-tenth of all shares in Handelsbanken, currently corresponding to 198,002,849 shares. Issuances under this authorisation must be made on market terms.

The purpose of the authorisation is to permit a flexible, effective adaptation of Handelsbanken's capital structure. The reasons for being able to issue the convertibles with deviation from the shareholders' preferential rights are that the authorisation would allow the Board to rapidly perform issues of convertible debt instruments, which is considered appropriate in view of the fact that it is intended that these debt instruments will mainly be issued to debt investors on the international capital markets, and it is therefore important to be able to issue them at an appropriate point in time.

Items 15-16 Determining the number of members of the Board and the number of auditors to be appointed by the meeting

The nomination committee proposes that the meeting resolve that the Board consist of nine (9) members elected by the AGM. In addition, in accordance with the audit committee's recommendation, the nomination committee proposes that the meeting appoint two registered auditing companies as auditors.

It was noted that workers' organisations have appointed employee representatives to the Board: two ordinary members and two deputy members.

 
Item 17 Determining fees for Board members and auditors

Fees to the chair, deputy chair and remaining members are proposed by the nomination committee as follows: SEK 4,050,000 (3,900,000) to the chair, SEK 1,150,000 (1,110,000) to the deputy chair, and SEK 825,000 (795,000) to each of the remaining members. For committee work, the following fees per member are proposed: remuneration committee SEK 140,000 (140,000) to members and SEK 140,000 (140,000) to the chair; credit committee SEK 550,000 (475,000) to members and SEK 650,000 (540,000) to the chair; risk committee SEK 550,000 (475,000) to members and SEK 700,000 (600,000) to the chair; and audit committee SEK 550,000 (475,000) to members and SEK 700,000 (600,000) to the chair. Board members who are employees of Handelsbanken shall not receive a fee.

The nomination committee proposes that the meeting resolve on remuneration to be paid to the auditors "on approved account".

Items 18-19 Election of the Board members and the Chairman of the Board

The nomination committee proposes that the meeting re-elect the following members: Ms Hélène Barnekow, Ms Stina Bergfors, Mr Hans Biörck, Mr Pär Boman, Ms Kerstin Hessius, Ms Louise Lindh, Mr Fredrik Lundberg and Mr Ulf Riese. The nomination committee proposes the election of Mr Anders Jernhall as new Board member. Mr Jon Fredrik Baksaas has declined re-election.

The nomination committee also proposes that Mr Pär Boman be re-elected as Chairman of the Board.

More details on the proposed members of the Board may be found in the nomination committee's proposal, which is available on the Bank's website handelsbanken.com/bolagsstamma (in English at handelsbanken.com/agm).

Item 20 Election of auditors

In accordance with the audit committee's recommendation, the nomination committee proposes that the meeting elect Öhrlings PricewaterhouseCoopers AB ("PwC") and Deloitte AB as auditors for the period until the end of the AGM to be held in 2026. These auditing companies have informed that if they are elected they will as auditors in charge appoint Mr Magnus Svensson Henryson (authorised public accountant) for PwC and Ms Malin Lüning (authorised public accountant) for Deloitte AB, respectively.

Item 21 Election of auditor in foundations with associated management

The Board proposes that the auditing company KPMG AB be elected as auditor for the following foundations associated with Svenska Handelsbanken AB:

• Stiftelsen till Lotta Sjögrens minne.
• Gaddbo-Lennarts Stiftelse.
• Erna och Gösta Knutssons stiftelse.
• Ing-Marie och Rogers Stiftelse för cancerforskning.
• Weine i Kapperstads Stiftelse Gammalkil.
• Hildegun och Mats Guldbrands forskningsstiftelse.

Item 22 Shareholder proposal that the Bank shall contribute to improved procedures for issuing BankID

The shareholder Mr Carl Axel Bruno has proposed the following:

"I hereby request that Handelsbanken contributes to the Swedish Bankers' Association improving the procedures for issuing new BankIDs. There are a limited number of banks that issue new BankIDs today, and it is known that organised crime has succeeded several times in hijacking people's BankIDs. This could be avoided if the member banks of the Swedish Bankers' Association and the Police's passport register establish a secure data communication comprising only fingerprints.

Each time a bank's computer system issues a new BankID, the banking system must take a fingerprint of the applicant, and this must be checked with the Police's passport register before the new BankID is issued. There is already software to authorise fingerprints in, for example, most smartphones.

Each time a terminal calls up its BankID, the terminal's fingerprint scanner must be called up.

People who are not in the Police's passport register still have to go to the Bank's offices for identity checks and fingerprinting.

In this way, organised crime is prevented from obtaining fake BankIDs."

Statement from Handelsbanken: Handelsbanken always focuses on customer security and offers services and products that meet high security requirements. The security work is a high priority and a number of security-enhancing measures have been taken at the Bank. For example, a document issued by the Swedish Police Authority (Swedish passport or Swedish national ID card) is now required for a new Mobile BankID to be issued from the internet bank. Handelsbanken believes that the measures proposed by the shareholder are not necessary to introduce at this time.

Item 23 Shareholder proposal that the Bank shall contribute to BankID improving the security

The shareholder Mr Carl Axel Bruno has proposed the following:

"This matter is much more important than evidencing that the customer is present by means of fingerprints.

Therefore, I hereby request that Handelsbanken shall contribute to BankID improving the security, by way of BankID simultaneously, and during the entering of a payment, ensuring that the phone or the computer is not simultaneously remotely controlled or hacked, by guaranteeing that the payment has indeed been entered directly from the keystroke routines on the customer's own phone or the customer's own computer. Otherwise the payment must be rejected!

In this way, organised crime is prevented from entering information on large payments by remotely controlling or hacking the customer's own phone or computer."

Statement from Handelsbanken: Handelsbanken is continuously working, including together with BankID, to update and improve its digital services and security solutions. A number of security-enhancing measures have been taken by both BankID and the Bank. Handelsbanken will continue to contribute to BankID's work with improvements in this area to prevent customers from being exposed to various forms of fraud. However, the specific security measures taken are an operational matter for BankID. Handelsbanken therefore considers that the Bank's Annual General Meeting should not resolve in accordance with the shareholder's proposal.

Item 24 Shareholder proposal concerning changed dividend policy

The shareholders Mr Henric Eriksson and Mr Jacob Eriksson have proposed the following:

"As shareholders of Handelsbanken, we propose that the bank changes its dividend policy to start paying quarterly dividends instead of once a year. Many prominent companies have already implemented this method, and it has proved to create a more consistent cash flow for shareholders while signalling financial stability and long-term sustainability.

A change to quarterly dividends would make Handelsbanken's share even more attractive on the stock market, both for institutional and private investors, and help reduce share price volatility. By satisfying shareholders' needs for a more consistent dividend, Handelsbanken demonstrates its continued responsibility to strengthen the relationship with its owners and generate increased value for all.

For these reasons, we propose:

- that Handelsbanken changes its dividend policy so that dividends are paid four times a year."

Statement from Handelsbanken: Handelsbanken follows a well-established practice in the Swedish stock market whereby decisions on dividends are made once a year at the Bank's AGM and the payment of the entire resolved dividend is made shortly thereafter. The possibility for shareholders to dispose of the entire resolved dividend immediately, instead of being divided into several payments at later dates, is deemed to be in the interest of the vast majority of shareholders. This is also appropriate from the perspective of the Bank's capital planning and funding. The Bank therefore sees no reason at this time to distribute the dividend approved by the AGM in several payments instead.

Proposals in full, etc.

This notice, the complete proposals of the Board with accompanying statements, the nomination committee's proposals for resolutions with accompanying explanations, as well as a power of attorney form and an advance voting form, are available from Handelsbanken, Board Secretariat, Kungsträdgårdsgatan 2, SE-106 70 Stockholm, starting from today; they will be sent free of charge to shareholders who request this by telephone on +46 (0)8 518 01 553, by email proxy@computershare.se, or by letter to Computershare AB, Handelsbankens årsstämma, Box 5267, SE-102 46 Stockholm and submit their postal address.

These documents will also be available on the Bank's website handelsbanken.com/bolagsstamma (in English at handelsbanken.com/agm).

The annual report documents and the audit report, the Board's report regarding paid and accrued renumeration to executive officers pursuant to Chapter 8, Section 53 a of the Swedish Companies Act, as well as the auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act, will be available at the aforementioned locations no later than Wednesday, 5 March 2025, and will be sent free of charge to shareholders who so request and who submit their postal address.

Majority requirement

Approval of the Board's proposals under items 12, 13 and 14 requires approval by shareholders representing at least two-thirds of both the votes cast and of the shares represented at the meeting.

Information regarding the number of shares and votes in the Bank, and the Bank's holdings of its own shares

When this notice of attendance was published, there were a total of 1,980,028,494 shares and

1,948,302,297.9 votes in the Bank, of which 1,944,777,165 class A shares, representing the

same number of votes, and 35,251,329 class B shares, representing 3,525,132.9 votes. The

Bank has no holdings of own shares.

Information regarding shareholders' rights to obtain information

The Board and the Chief Executive Officer shall, if any shareholder so requests and the Board considers that this may be done without damage being incurred by the Bank and without any appreciable inconvenience for any person, provide information at the meeting regarding circumstances that may affect an assessment of an item on the agenda or circumstances that may affect an assessment of the Bank's financial situation.

This duty of disclosure also applies to the Bank's relationship with other companies within the Group and the consolidated annual accounts, as well as to subsidiaries in respect of the circumstances referred to in the preceding paragraph.

 
Processing of personal data

For information regarding how your personal data is processed, please see euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf (in English euroclear.com/dam/eSw/Legal/Privacy-notice-bolagsstammor-engelska.pdf). If you have questions regarding our processing of personal data, you can contact us via email at dpo@handelsbanken.se.

Stockholm, February 2025

Svenska Handelsbanken AB (publ)
502007-7862

Registered office: Stockholm

THE BOARD

___________________________________________________________________________