DISPOSICIONES FINALES

Administration Department

Head: JANITA THÖRNER-LEHRMARK Responsible for managing the Bank’s premises, investments in premises, equipment and machines, physical security as well as insurance and environ- mental matters.

This responsibility includes general purchasing and building matters and also the Head Office’s telephone switchboard, distribution and mail services. Handelsbanken Asset Management

Head: BJÖRN C ANDERSSON

Responsible for asset management, mutual fund management and also institutional custody services and capital investment services.

Auditing Department

Head: TORD JONEROT

Overall responsibility for internal auditing. Coordinates auditing issues within the Group. Responsible for evaluating and reviewing internal control. Audits accounts and annual reports. Business Development

Head: BJÖRN G OLOFSSON

Responsible for overall development issues within the Group. Responsible for developing payment and cash management services, deposits and lending services, electronic services, branch office systems, development and maintenance of the Group’s IT systems and information security.

Responsible for investments in IT systems. Control and Accounting Department

Head: LENNART FRANCKE

Responsible for Group accounts, annual accounts, Group financial control, financial and administrative control systems, internal cash management and tax analysis.

Corporate Communications

Head: LARS LINDMARK

Overall responsibility for the Group’s marketing policy, internal/external information, advertising, investor relations, complaints and contact with the media. Publishes the Group’s house journal.

Handelsbanken Finans

Head: ULF RIESE

Offers leasing, conditional sales, finance col- laboration with suppliers of investment assets, company vehicle finance and administration, factoring (with and without financing), debt collection and sales finance in collaboration with vendors.

Conducts operations in Sweden, Norway, Finland and Denmark.

Handelsbanken Fonder

Head: JOACHIM SPETZ

Manages and administers the Bank’s mutual funds and administers funds for corporate customers.

Conducts operations in Sweden, Norway and Finland.

Handelsbanken Liv

Head: BARBRO JOHANSSON

Offers a wide range of life insurance products, such as pension insurance, group life insurance, unit-linked insurance, health and accident insur- ance and international endowment insurance.

Conducts operations in Sweden, Norway, Finland and Denmark.

SPP

Head: STEFAN NILSSON

One of Sweden’s leading life and pension insurance groups. The main operations are occupational pension insurance, occupational group life insurance, supplementary private insurance and ancillary administrative services. Stadshypotek Group

Head: CLAES NORLÉN

STADSHYPOTEKand its subsidiary HANDELS- BANKEN HYPOTEKprovide first-mortgage loans for single-family houses, second homes, shares in housing co-operatives, multi-family dwellings and office and commercial buildings. Stadshypotek Bank

Head: YONNIE BERGQVIST

A telephone and Internet bank which offers a selection of standardised and packaged banking and insurance services for private customers.

Board of directors

BOARD OF DIRECTORS

At the Annual General Meeting on 23 April 2002, the Board was re-elected with the exception of Bo Rydin who had declined re-election. New members elected to the Board were Fredrik Lundberg and Sverker Martin-Löf.

THE BOARD’S ACTIVITIES

The Board held twelve meetings during 2002, one of them by phone. At the meetings, the Board discussed the economic situation and the Bank’s strategy. It also dealt with limits for interest rate risks and similar matters. The Board received regular information on operational risks. It made decisions concerning major credit issues, major investments and strategic issues. The Board discussed its work methods and issued working instructions for itself, and for the Group Chief Executive, as well as credit instructions. The Board appointed members of the credit committee and the compensation committee.

The Board does not appoint an audit committee. Handelsbanken has an internal auditing department with over 70 employees. The head of internal auditing reports to the Board annually concerning the audit plan agreed with the external auditors. When the audit has been completed, the head of internal auditing and the chairman of the external group of auditors provide an oral report of their observations to the Board. A written report of the observations made at the annual audit is submitted to the Chairman of the Board and the Group Chief Executive. In addition, the chairman of the external auditors comments on the report at separate meetings between the auditors and the Chairman of the Board and the Group Chief Executive. The chairman of the external auditors also gives a report of the Bank’s auditing at the Annual General Meeting of Shareholders.

Board members

Board of directors

C O M M I T T E E S

CREDIT COMMITTEE.This committee makes decisions on behalf of the Central Board of Directors regarding the majority of credit cases referred to the Board for its decision. It also prepares documentation for credit cases which, because of their special importance, must be presented to the whole Board. Eleven meetings of the Credit Committee were held in 2002.

MEMBERS: Arne Mårtensson, Chairman, Hans Larsson and Anders Nyrén, Vice Chairmen, Pirkko Alitalo, Tommy Bylund, Göran Ennerfelt, Per-Olof Eriksson, Lars O Grönstedt and Björn Börjesson.

DEPUTY MEMBERS: Lotty Bergström and Fredrik Lundberg.

COMPENSATION COMMITTEE.Prepares proposals for decision by the Board relating to remuneration and benefits for the Chairman of the Board and salary, benefits and pension terms for the Group Chief Executive. It also establishes principles and overall policy for the salaries, benefits and pensions of the Executive Vice Presidents and the Head of the Auditing Department. MEMBERS: Hans Larsson, Chairman, and Pirkko Alitalo.

ARNE MÅRTENSSON, Chairman HANS LARSSON, Vice Chairman

SVERKER MARTIN-LÖF PIRKKO ALITALO

GÖRAN ENNERFELT PER-OLOF ERIKSSON

OLLE PERSSON LOTTY BERGSTRÖM

For members of the Board who were previously Deputies, the year stated for election to the Board is the year the person was elected Deputy.

ARNE MÅRTENSSON,Chairman

*1951, Danderyd Member since 1990 Director of Holmen AB, AB Industrivärden, Sandvik AB, Skanska AB, V&S Vin & Sprit AB, Svenska ICC, Industry and Commerce Stock Exchange Committee, International Business Council of the World Economic Forum; chairman of the Stockholm School of Economics Advisory Board

Shareholding: 0, synthetic options: 80 000 HANS LARSSON,Vice Chairman

*1942, Stockholm Member since 1990

Chairman of Nobia AB, Sydsvenska Kemi AB, Biolight International AB, Carema AB; director of Bilia AB, Holmen AB and Pergo AB Shareholding: 18 600

ANDERS NYRÉN,Vice Chairman

*1954, President and CEO of AB Industrivärden, Bromma Member since 2001

Director of Ernströmgruppen AB, AB Industrivärden, Sandvik AB, Skanska AB, Svenska Cellulosa AB SCA Shareholding: 1 000

LARS O GRÖNSTEDT, President and Group Chief Executive

*1954, Stockholm Member since 2001 Shareholding: 600, synthetic options: 80 000 PIRKKO ALITALO *1949, Helsinki Member since 2000

Member of Lagercrantz Group AB Shareholding: 1 500 LOTTY BERGSTRÖM *1949, Ekerö Member since 1996 Shareholding: 0 TOMMY BYLUND *1959, Ljusdal Member since 2000

Chairman of the Oktogonen foundation Shareholding: 944,

synthetic options: 5 000 GÖRAN ENNERFELT

*1940, President and Group CEO of Axel Johnson Group, Upplands Väsby

Member since 1985 Director of Saba Trading AB, Spirent plc

Shareholding: 34 000 PER-OLOF ERIKSSON *1938, Sandviken Member since 1986

Chairman of Svenska Kraftnät, Sapa AB, Thermia AB, Odlander, Fredrik- son & Co AB; director of Assa Abloy AB, AB Custos, Preem Petroleum AB, Sandvik AB, Skanska AB, SSAB Svenskt Stål AB, AB Volvo Shareholding: 20 000 FREDRIK LUNDBERG

*1951, President and Group CEO of L E Lundbergföretagen AB, Djursholm Member since 2002

Chairman of Holmen AB, Cardo AB, Hufvudstaden AB; director of L E Lundbergföretagen AB, NCC AB, Stadium AB

Shareholding: 150 000 SVERKER MARTIN-LÖF *1943, Stockholm Member since 2002

Chairman of Svenska Cellulosa AB SCA, Skanska AB; director of Boliden AB, Telefonaktiebolaget LM Ericsson, AB Industrivärden

Shareholding: 1 500 OLLE PERSSON *1935, CEO of Byggelit AB, Östersund Member since 1989 Chairman of Z-Invest Shareholding: 26 000 BENGT SAMUELSSON *1934, Professor, Stockholm Member since 1989

Chairman of the Nobel Foundation; director of Pharmacia Corp., USA, Nicox S.A., France, BioStratum Inc., USA, Pyrosequencing AB, Biolipox AB, Charterhouse Ltd., UK

Shareholding: 3 000

E L E C T I O N C O M M I T T E E

ANDERS NYRÉN, Vice Chairman LARS O GRÖNSTEDT, President and

Group Chief Executive

TOMMY BYLUND

FREDRIK LUNDBERG

BENGT SAMUELSSON

Since 1988, the Central Board of Handelsbanken has appointed an election committee which nominates members of the Board and auditors before the Annual General Meeting. This procedure was changed in connection with the 2001 Annual General Meeting. Following a proposal from the Board, Handelsbanken's Annual General Meeting resolved that the Chairman of the Board would appoint four representatives for the shareholders of the Bank, who, with the Chairman, would form a committee to prepare the next election of Board members. Board members are not eligible to serve on the committee. In connection with the publication of the interim report for the third quarter, the names of the representatives appointed by the Chairman of the Board, Mr Arne Mårtensson, were announced: Stellan Borgh, Oktogonen Foundation, Christer Elmehagen, AMF Pension, Björn Franzon, Fourth AP fund, and Tom Hedelius, Industrivärden.

All options are synthetic.