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Svenska Handelsbanken — AGM Information 2021
Sep 21, 2021
2970_rns_2021-09-21_54ce2262-ef8f-4384-819c-352beb5fed1b.html
AGM Information
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Handelsbanken convenes an Extraordinary General Meeting and proposes extra dividend
Handelsbanken convenes an Extraordinary General Meeting and proposes extra dividend
The Board of Directors of Handelsbanken intends to shortly convene an
Extraordinary General Meeting to be held on 21 October 2021. The Board of
Directors proposes an extra dividend of shares in Industrivärden corresponding,
as of today, to a value of approximately SEK 8.7 billion, or SEK 4.42 per share
in Handelsbanken.
· For many years, Handelsbanken's business model has generated stable earnings
and capital growth. This development has continued during the pandemic and the
Bank's capitalisation is, as of today, well above the Bank's target ratio level.
· As a result of the Bank's good capital situation, the Board of Directors of
Handelsbanken has resolved to convene an Extraordinary General Meeting and
propose an extra dividend.
· The dividend is intended to consist of approximately 30.5 million class A
shares in Industrivärden, corresponding, as of today, to a value of
approximately SEK 8.7 billion, or SEK 4.42 per share, based on the closing price
for the Industrivärden class A share on 20 September 2021. The shares are
currently managed by Handelsbankens Pensionsstiftelse, but are proposed to be
acquired by Svenska Handelsbanken AB (publ) before they are distributed to the
shareholders.
· The Bank's exposure to shares in the pension management is reduced through a
dividend in the form of shares, which increases long-term stability in the
Bank's capitalisation.
· The dividend increases return on equity by 0.3 percentage points.
· The Bank's pension commitments - benefits and payments - towards employees
and pensioners are not affected as a result of the transaction.
The Board of Directors' complete proposals will be included in the forthcoming
notice to the Extraordinary General Meeting. An information brochure on the
proposed dividend is intended to be made available on Handelsbanken's website
www.handelsbanken.com around 30 September 2021.
For further information, please contact:
Lars Höglund, Head of Investor Relations & Group Financial Strategy, +46 70 345
51 70
Viktoria Aastrup, Head of Group Media Relations, +46 73 043 51 59
The proposal means:
For many years, Handelsbanken's business model has generated stable earnings and
capital growth, and has, also during the covid-19 pandemic, demonstrated a very
good, and gradually even more improved, credit quality. Altogether, this implies
that the Bank's financial position has gradually been strengthened further and
the current capitalisation is well above the Bank's target ratio level.
As a result of the Bank's good capital situation, the Board of Directors of
Handelsbanken has resolved to convene an Extraordinary General Meeting and
propose an extra dividend of shares in Industrivärden, a dividend-in-kind, to
the shareholders, corresponding, as of today, to approximately SEK 8.7 billion.
The CET1 level, the common equity tier 1 ratio, pro forma as of 30 June 2021, is
estimated, with this level of dividend, to fall from 20.5% to approximately
19.4%.
The dividend-in-kind is proposed to be made through a distribution of
approximately 30.5 million class A shares in Industrivärden, that simultaneously
will be acquired from Svenska Handelsbankens Pensionsstiftelse, (the "Pension
Foundation"), which is part of Handelsbanken's pension management of the Bank's
occupational pensions. The net assets in the Pension Foundation have a direct
impact on the Group's equity and thereby also on CET1. Furthermore, net surplus
is subject to a capital requirement according to the CRR in pillar 1 and the
risks in the pension system are subject to a capital requirement in pillar 2
according to the Swedish Financial Supervisory Authority's model for pension
risk. The purpose of the proposal is therefore to reduce the portion of shares
in the overall pension management for defined benefit occupational pensions in
order to reduce volatility in the pension management. A reduction of volatility
in the pension management's asset values increases long-term stability in the
Bank's capitalisation.
Handelsbanken and the Pension Foundation therefore intend to enter into an
agreement whereby Handelsbanken acquires approximately 30.5 million class A
shares in Industrivärden from the Pension Foundation in connection with the
Extraordinary General Meeting at the then prevailing share price.
The acquisition is subject to the Extraordinary General Meeting of Handelsbanken
approving the acquisition and resolving on a distribution of these shares to the
shareholders.
The proposal in brief:
· 30,461,977 class A shares in Industrivärden are proposed to be distributed
to the shareholders in Handelsbanken. Shareholders in Handelsbanken would
receive one class A share in Industrivärden for each 65[th] share they own in
Handelsbanken (irrespective of share class).
· The dividend is estimated to amount to a total of approximately
SEK 8.7 billion, or SEK 4.42 per share, based on the closing price for the
Industrivärden class A share on 20 September 2021.
· The shares in Industrivärden are currently managed by the Pension
Foundation, but are intended to be acquired by Handelsbanken in connection with
a resolution on the dividend at the then prevailing share price.
· The Board of Directors of Handelsbanken intends to shortly convene an
Extraordinary General Meeting on 21 October 2021 to resolve on Handelsbanken's
acquisition of class A shares in Industrivärden from the Pension Foundation and
distribution of these shares to the shareholders in Handelsbanken.
· The proposed record date is 25 October 2021. The shares in Industrivärden
are expected to be available on the shareholders' accounts around 27 October
About the pension management
Handelsbanken's management of defined benefit pensions in Sweden is secured by
the Pension Foundation and by Pensionskassan SHB Tjänstepensionsförening (the
"Pension Fund"). The assets that are managed to secure the defined benefit
pensions exceed the total pension commitments. The defined benefit pension
system is closed to new employees, and has been replaced with defined
contribution pension. The risk in the management of the pension assets allocated
for defined benefit pension commitments can be further decreased by reducing the
portion of shares. A divestment of the Pension Foundation's shares in
Industrivärden to Handelsbanken is part of this strategy. The Bank's pension
commitments - benefits and payments - towards employees and pensioners are not
affected as a result of the transaction.
This information is of the type that Svenska Handelsbanken AB is obliged to make
public pursuant to the EU Market Abuse Regulation. The information was submitted
for publication through the agency of the contact person set out above,
at 17:35 CET on 21 September 2021.