§ 1 The name of the company is Nordea Bank AB. The company is a public company (publ). § 2 The registered office of the company shall be in Stockholm. § 3 The object of the company is to conduct such banking business referred to in Chapter 1 section 3 of the Banking and Financing Business Act (SFS 2004:297). In this provision it is stated that banking business means business which includes: 1. payment services via general payment systems; and 2. receipt of funds which, following notice of termination, are available to the creditor within not more than 30 days. The object of the company is further to conduct financing operations and operations naturally connected therewith in accordance with Chapter 7 section 1 of the Banking and Financing Business Act. According to these provisions the company may, in its operations, inter alia: 1. borrow funds, for example by accepting deposits from the general public or issuing bonds or other comparable debt instruments, 2. grant and broker loans, for example in the form of consumer credit and loans secured by charges over real property or claims 3. participate in financing, for example by acquiring claims and leasing property, 4. negotiate payments, 5. provide means of payment, 6. issue guarantees and assume similar obligations, 7. participate in the issuance of securities, 8. provide financial advice, 9. hold securities in safekeeping, 10.conduct letters of credit operations, 11.provide bank safety deposit services, 12.engage in currency trading, 13.engage in securities operations subject to the conditions prescribed in the Securities Operations Act (SFS 1991:981); and 14. provide credit information subject to the conditions prescribed in Credit Information Act (SFS 1973:1173). The company shall further, in its capacity as parent company, attend to and be responsible for overarching functions in the group, such as management, supervision, risk management and staff functions. § 4 The company shall have euro as its accounting currency and the share capital shall be denominated in euro. § 5 The share capital of the company shall be not less than 1,000,000,000 euro and not more than 4,000,000,000 euro. § 6 The number of shares shall be not less than 1,000,000,000 and not more than 4,000,000,000. § 7 The board of directors shall consist of at least six and not more than fifteen members. The board members are elected at the general meeting of shareholders for the period extending to the end of the first annual general meeting of shareholders that is held after the year when the board member was elected. When electing the board of directors, it shall be aimed at that the board of directors, as a whole, for its operations, possesses the requisite knowledge and experience of the civic, business and cultural conditions prevailing in the regions and market areas in which the group's principal operations are conducted. Each year, after the annual general meeting of shareholders, the board of directors shall adopt special rules of procedures for its operations. § 8 One or two auditors shall be elected by the general meeting of shareholders for examination of the company's annual report and accounts and the administration of the board of directors and the managing director. The assignment as auditor will continue until the end of the annual general meeting of shareholders that is held during the fourth fiscal year after the election of auditors. At the re-election of auditors the general meeting may decide that the assignment will continue until the end of the annual general meeting of shareholders that is held during the third fiscal year after the election of auditors. § 9 The annual general meeting of shareholders shall be held in Stockholm before the end of June. § 10 Notice of a general meeting of shareholders shall be made through announcement in the Swedish Official Gazette and Dagens Nyheter. Notice of an annual general meeting of shareholders and notice of an extraordinary general meeting of shareholders where issue of amendment of the articles of association will be dealt with shall be made not earlier than six weeks prior to, and not later than four weeks prior to the general meeting. Notice of other extraordinary general meeting of shareholders shall be made not earlier than six weeks prior to, and not later than two weeks prior to the general meeting. In order to participate in a general meeting of shareholders, shareholders must, be recorded in the share register or other description in regard to the position five business days prior to the general meeting and, give notification to the company not later than 1:00 p.m. on the day specified in the notice. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and may not occur earlier than the fifth weekday prior to the general meeting. Shareholders, or proxies for shareholders, may bring a maximum of two advisors to a general meeting of shareholders. Advisors may be brought to a general meeting of shareholders only if the shareholder in advance has notified the company as to the number of advisors. Such notification shall be made at the latest when notification of shareholder's participation in the general meeting shall be made. § 11 The board of directors may gather proxies at the company's expense according to the procedure set out in Chapter 7 section 4 second paragraph of the Companies Act. § 12 At the general meeting of shareholders matters are decided through open vote, unless the general meeting of shareholders decides on a closed ballot. At a general meeting, each shareholder is entitled to vote on the full number of shares that he owns or represents. § 13 The following matters shall be addressed at the annual general meeting of shareholders: 1. Election of chairman for the general meeting. 2. Preparation and approval of voting list. 3. Approval of agenda. 4. Election of at least one minutes checker. 5. Determination whether the general meeting has been duly convened. 6. Submission of the annual report and consolidated accounts and presentation of the audit report and the group audit report. 7. Adoption of the income statement and the consolidated income statement and the balance sheet and the consolidated balance sheet. 8. Decision in connection with the disposition of the company's profit or loss according to the adopted balance sheet. 9. Decision regarding discharge from liability for the board of directors and the managing director. 10.Determination of the number of board members. 11.Where appropriate, determination of the number of auditors. 12.Determination of fees for board members and auditors. 13.Election of board of directors. 14.Where appropriate, election of auditors. 15.Other matters to be addressed by the general meeting in accordance with Swedish law or the articles of association. § 14 The financial year of the company shall be the calendar year. § 15 The company's shares shall be registered in a record register pursuant to the Financial Instruments Registration Act (SFS 1998:1479). Articles of Association were approved at the annual general meeting of shareholders on 5 April 2006.
Articles of Association
| Source: Nordea Bank AB