Chapter 1. Introductory provisions



section 1 of this Act contains provisions on the organisation of a member bank

formed and about its organization, etc., rules on State

banking, the movement that a member bank may operate

and other provisions common to the banking companies,



savings banks and Member Banks Act (2004:297) on banking

and financing business.



(A) in Chapter 1. This law includes special provisions for such

European cooperative pursuant to Council Regulation (EC) No 1435/2003 of

on 22 July 2003 on the Statute for a European cooperative

associations (SCE) (SCE) that has

licensed to conduct banking. Law (2006:608).



section 2 of A member bank is a business association that has the objective to

promote the economic interests of their members by operating

banking activities in which members participate by using the Bank's

services as depositors or otherwise.



Provisions of regulations governing economic associations apply

also the member banks, unless otherwise provided by this Act or otherwise

is legally required.



section 3 For a member bank's obligations responds only to the Bank's

assets.



4 of each Member shall pay a contribution to the Member Bank in

as provided for in the statutes. The payment shall

always be satisfied in cash. Act (2004:318).



§ 5 A member bank is the parent company and another legal entity is

daughter companies, if the Member Bank



1. holds more than half of the votes of all the shares or

shares of the legal entity,



2. own shares or units of the legal entity and because

by agreement with other shareholders in the possession of more than half of

the votes for all shares or units,



3. own shares or units of the legal person and has the right

to appoint or remove more than half of the members of its Board of Directors,

or



4. own shares or units of the legal person and has the right

to exercise a dominant influence over this because of

agreement with the legal entity or on the basis of regulation in its

the articles of Association, partnership agreements or similar statutes.



Furthermore, a legal entity, subsidiaries of its parent undertaking, whether

another subsidiary of the parent undertaking or the undertaking

together with one or more other subsidiaries or several other

subsidiaries together



1. holds more than half of the votes of all the shares or

shares of the legal entity,



2. own shares or units of the legal entity and because

by agreement with other shareholders in the possession of more than half of

the votes of the shares or units, or



3. own shares or units of the legal person and has the right

to appoint or remove more than half of the members of its Board of Directors

or equivalent governing body.



If a subsidiary owns shares in a body corporate

and because of the agreement with this, or because of a provision in its

the articles of Association, partnership agreements or similar statutes are entitled

to solely exercise a decisive influence over the legal

person, this subsidiary of the parent undertaking.



Parent company and the subsidiaries together form a group.



section 6, in the cases referred to in paragraph 5(1), 1-3 and the second paragraph

the rights of a person acting in his own name

but for another natural or legal person shall be considered to

apply the person.



In determining the number of votes in a subsidiary are not taken into account

the shares in the subsidiary held by the company

itself or by its subsidiaries. The same applies to shares or

shares held by the person acting in his own name but on behalf of

subsidiary's or its subsidiaries ' behalf.



section 7 of an act under this Act to be signed may,

If something else not listed, are signed with advanced

electronic signature pursuant to the Act (2000:832) if qualified

electronic signatures. Law (2007:1464).



1 a Cape. Special provisions for European cooperatives that operate

banking



Introductory provisions



Scope of application



Article 1 the provisions of this Act if the member banks shall be applied

even on the European cooperatives which have been granted permission to operate

banking on issues not regulated in the SCE-

the regulation. This chapter contains provisions that

complements the SCE regulation with regard to such

the European cooperatives.



The provisions of this chapter if the European cooperative that operates

banking terms, unless otherwise specified, only those

European cooperative based in Sweden. Law (2006:608).



The involvement of employees in European cooperative



paragraph 2 of the Rules on the involvement of employees in the European cooperative society, see

the Act (2006:477) on employee involvement in European cooperatives.

Law (2006:608).



Firma



paragraph 3 a Europe cooperative firm, the description

SCE. The firm shall clearly distinguish themselves from other yet consisting

firms that are entered in the register referred to in section 10.

Law (2006:608).



The formation of a European cooperative



Participation in the formation of a European cooperative



4 § A business association or an equivalent foreign compound

which has its headquarters in a State outside the European

economic area may participate in the formation of a

European cooperative, about the Association



1. is formed under the law of a State

in the European economic area,



2. is headquartered in the State referred to in paragraph 1, and



3. has a real and continuous link with the economy of a

State of the European economic area.



At the formation of a European cooperative other than by

merger or conversion, what is said about an economic

Association or equivalent foreign Association's form in the first

the paragraph also apply other such legal person referred to in

Article 48 of the Treaty establishing the European

the community. Law (2006:608).



Accounting currency at the creation of a European cooperative by

Fusion



§ 5 If a member bank is participating in the formation of a

the European cooperatives by fusion, the provisions on

accounting currency in 10. § 1, second subparagraph, and paragraph 2 of the other

subparagraph shall not apply to the Member Bank.



The first subparagraph shall also apply when the European cooperative shall have the

based in a different State. Act (2006:608).



Swedish tax agency and the financial supervision authority has the right to oppose the

a member bank is participating in the formation of a European cooperative by

Fusion



section 6 of the tax Board may oppose that a member bank is participating in the

the formation of a European cooperative through a merger, if



1. the cooperative in accordance with the draft terms of merger shall have its

registered office in a State other than Sweden,



2. such opposition is justified in the public interest,



3. the authority has decided on the revision of the Member Bank, and



4. There is reason to believe that the audit would be complicated

significantly by the merger.



The financial supervision authority may refuse the Member Bank is participating in the

the formation of a European cooperative through a merger, if the

conditions provided for in the first subparagraph 1 and 2 are true.



The Swedish tax authority and the financial supervision authority shall notify such

decision referred to in the first and second paragraphs within two months

from the day the merger was announced, according to

Article 24 of the SCE regulation. Authorities may not announce

a decision to the Member Bank is not allowed to participate in the merger but

the Bank has first had the opportunity to be heard.

Law (2006:608).



The protection of creditors in connection with the formation of a

the European cooperatives by fusion



paragraph 7 of the terms of protection of a merging member banks

creditors, the provisions in Chapter 10. 20-22 sections or section 25

Act (2004:297) on banking and finance law authorizing

to effect a merger plan is applied. Law (2006:608).



Certification by the formation of a European cooperative by

Fusion



section 8 of the Swedish companies registration office shall issue the certificate referred to in

Article 29(2) of the SCE regulation, when a decision has been issued

under 10 Cape. 20-22 sections or section 25 of the Act (2004:297) on banking

and financing business and decision has become final.

Certificate may not be issued if the tax agency or

The financial supervisory authority has announced a decision as referred to in

section 6. Law (2006:608).



The right to withdrawal from a takeover by the formation of the member bank

of an European cooperatives by fusion



§ 9 A member of a member bank takeover, which has opposed the

the formation of a European cooperative through merger, may terminate

to exit from the Bank if the merger means that

European cooperative will have its registered office in a State other than

Sweden. Such termination shall take place within the time and in the

conditions laid down in article 7(5) of the SCE regulation.

Law (2006:608).



The registration of European cooperatives, etc.



Registration authority



10 § European cooperatives that operate banking business recorded in

European cooperative societies register kept by the companies registration office pursuant to paragraph 10 of

the Act (2006:595) about the European cooperatives. In the case of registration

of such European co-operative applied the provisions of

Swedish companies Act (2005:551) and administrative provisions relating to the

registration of the bank register. If an employee has

designated under the Act (2006:477) on the involvement of employees in

the European cooperatives, shall also be recorded.



The Government or the authority that the Government may

provide for



1. fees in respect of registration under this chapter, and



2. the processing of the registration dossiers. Law (2006:608).



Publication of proposed decisions in some cases



section 11 of the Member Bank's Board or the European cooperative

the management or administrative organ shall submit such proposals


to the decision or the data referred to in articles 7 (2),

35(3) and 76(3) of the SCE regulation to the companies Registration Office for

registration. The work shall immediately announce an indication of

the registration in the Gazette. If the proposal does not

is published in its entirety, the proclamation provided an indication of the

where it is available. Law (2006:608).



Transfer of the seat of the European cooperative societies



Swedish tax agency and the FSA's right to oppose

transfer of registered office



section 12 of the tax Board may oppose a European cooperative

moving its headquarters to another State, if



1. such opposition is justified in the public interest,



2. the authority has decided on the revision of the European cooperative, and



3. There is reason to believe that the audit would be complicated

considerably by a movement of Europe the cooperative's registered office.



The FSA may oppose to the European cooperative

moving its headquarters to another State, where such opposition is

justified on grounds of public interest.



The Swedish tax authority and the financial supervision authority shall notify such

decision referred to in the first and second paragraphs within two months

from the date of the proposal unless the move was published

According to article 7(2) of the regulation. Authorities shall not

notify a decision to oppose the transfer without

first European cooperative has had the opportunity to be heard.

Law (2006:608).



The protection of creditors in connection with the transfer of a

the seat of the European cooperative societies



section 13 in respect of the protection of creditors of the cooperative in Europe

associated with a movement of the European cooperative's registered office, the

the provisions of §§ 14 and 15 shall apply. Law (2006:608).



section 14 Of the general meeting on the basis of article 7 of the SCE

the regulation has decided that the European cooperative established shall

moved to another State, shall apply for the European cooperative

permission to move. The question of whether such a condition is tested

by the Swedish financial supervisory authority.



The application must be lodged within one month from the date of the general meeting

decisions about moving.



The application must be supplemented with



1. a copy of the minutes of the general meeting in which the decision

If the transfer was made,



2. a copy of the proposal on the transfer, and



3. a copy of the statement referred to in article 7(3) of the SCE

the regulation.



If the European cooperative does not have annexed the documents referred to in

the third paragraph of the application or if there are any other

barriers to take up the application admissible, it shall

European cooperative be required to give its opinion within a time or

remedy the shortage. If the European cooperative does not do this, the

the application is rejected.



The financial supervision authority shall inform the registration office on applications

According to the first paragraph and if final decisions

issued in response to such requests. Law (2006:608).



section 15 Permits for the transfer of the registered office shall be notified of



1. the cooperative's creditors receive a satisfactory

security, if such protection is needed with regard to

Europe the cooperative's financial circumstances and the creditors

do not already have such security,



2. the cooperative's financial circumstances are otherwise

such that the transfer may be considered compatible with the depositor, or

the interests of other creditors, and



3. There are no barriers to the transfer under article 7.15 in

SCE regulation. Law (2006:608).



The certification of the



section 16 of the Swedish companies registration office shall issue the certificate referred to in

Article 7(8) of the SCE regulation when a decision has been issued

According to section 15 and the decision has become final. Certificates may be

not be issued if the tax agency or the

announced a decision as referred to in section 12. Law (2006:608).



European Cooperative Organization



Two-tier Europe organized cooperatives



section 17 in respect of the European cooperative that has such a

the management system referred to in articles 37-41 of the SCE

Regulation (two-tier Europe organized cooperatives)

the following.



Subject to the provisions of other statutes or of SCEs

the regulation, the provisions of this law and other

relating to the Board or its members apply to

governing body or its members.



What is said about the Board or its members in the following

provisions of this law shall apply to the Supervisory Board

or its members:



Chapter 6. 1 paragraph about deputies,



Chapter 6. 2 § about early retirement,



Chapter 6. paragraph 3 of the first and fifth paragraphs of the residence requirements and

obehörighetsgrunder,



Chapter 6. paragraph 3 of the second paragraph, if the requirements for membership,



Chapter 6. paragraph 3, fourth subparagraph, if the composition of the Board,



Chapter 6. § 5 if notification of shareholding,



Chapter 6. paragraph 11 of the Protocol,



Chapter 6. paragraph 12 of decision making and the entry of

alternate,



Chapter 6. section 13 of his disqualification,



Chapter 6. section 17 of the registration,



Chapter 7. section 11 if disclosure to the general meeting,



Chapter 7. section 18 if the censure of general meeting decisions,



Chapter 7. Article 19 if the claim against the Association and arbitration,



7 a Cape. § 5 If the Auditors ' conflicts of interest,



7 a Cape. section 10 concerning the provision of information to the

the Auditor,



7 a Cape. section 12 of the audit report,



7 (b). section 8 concerning the provision of information to the

lay the Auditor,



7 (b). section 11 of his disqualification for the lay Auditors,



7 (b). section 14 the first subparagraph if the lay Auditors

the audit report,



Chapter 9. the second and third paragraphs of section 18 if the Trustees in connection

with the termination of the liquidation,



Chapter 9. paragraph 18 on board elections after withdrawal of

winding up order, and



11 kap. 1 and 4-12 § § for damages.



What is said about the Board or its members in the following

provisions in the Act (2004:297) on banking and

finance law shall apply to the Supervisory Board or

its members:



Chapter 1. section 12 of the notice;



Chapter 3. 2 section 4 of the management review,



Chapter 8. 5 paragraph 1 if the contract for services with, or to

the benefit of the Member of the Board of Directors,



Chapter 13. section 12 of the right for the FSA to convene

the Board of Directors and be present at such meeting and participate in the

the deliberations, and



15. section 2 of the revocations of authorizations.



When Chapter 6. section 3 of this Act apply to European cooperatives shall

the provisions of the second subparagraph shall not apply to paragrafens

workers ' representatives appointed under the Act

(2006:477) on employee involvement in European cooperatives.

Law (2006:608).



section 18 of the Supervisory Board may decide that its consent is required for

certain categories of decision as the management body or the

the President makes. The Supervisory Board shall submit

such a decision to the Swedish companies Registration Office for registration. Decision

valid from the date of registration.



The Supervisory Board shall for each general meeting, which shall

examine the question of the defence of Europe the cooperative's profit-

and balance sheets to issue an opinion on the annual report

as well as the management body and the Executive Director

management. In the case of the provision of this opinion

, Chapter 7. section 8, fourth paragraph, shall apply. Law (2006:608).



Article 19 if a member of the supervisory organ under article 37(3) of

SCE regulation is appointed member of the management organ,

the time of the subsequent assignment shall not exceed two months.

Law (2006:608).



section 20 of Each member of the Supervisory Board are entitled to from

the management body to get all the information needed to

the Supervisory Board shall be able to exercise its control within the meaning of article

39(1) of the SCE regulation. Law (2006:608).



section 21 of the auditor shall inform the Supervisory Board of erinringar

as auditor to the management body and the

the Executive Director according to 7 a. section 18.

Law (2006:608).



One-tier organized the European cooperative



section 22 in respect of European cooperatives that have such a

the management system referred to in articles 42 to 44 of the SCE

Regulation (one-tier organised European cooperatives),

subject to the provisions of other statutes or of SCEs

the regulation, the provisions of this law and other

relating to the Board or its members apply to

the administrative organ or its members. Law (2006:608).



The number of members of the European cooperative organ



section 23 of the management organ and the supervisory organ in the two-tier

organized Europe cooperative shall have at least five members.



The administrative organ in the one-tier organized

European cooperative shall have at least five members. Law (2006:608).



The Executive Director



paragraph 24 of a European cooperative, there shall be an Executive

Director.



In a two-tier Europe organized cooperatives, the

the Executive Director is appointed by the governing body. The

the Executive Director may in such cases not be

Member of the Supervisory Board.



In a one-tier organized the European cooperative

the Executive Director shall be appointed by the Administrative Board.

Law (2006:608).



section 25 of the organised a two-tier Europe cooperative shall as well

the Supervisory Board as the management body to exercise control over the

the ceo. What is said in the article

40 of the SCE regulation and in section 20 on its control

of the management body and the right to information shall

also apply in the management body of the supervisory body and the

control of the Chief Executive.

Law (2006:608).



section 26 in a one-tier organized the European cooperatives shall

the administrative body exercising control over the Executive

Director's management. Article 40 of the SCE

Regulation and in section 20 if its control over

the management body and the right to information shall apply

even before the administrative body control over the Executive

Director's management. Law (2006:608).




European cooperative annual report etc.



Preparation of the annual report



section 27 A European cooperative shall draw up annual accounts and, in

where appropriate, consolidated accounts in accordance with the

provisions in the Act (1995:1559) on the annual accounts of

credit institutions and investment companies that are applicable to

member banks. Law (2006:608).



In particular, financial statements



section 28 If a European cooperative transfers its registered office, the management

or administrative organ shall draw up a specific financial statement. The

specific financial statements must cover the period of time for which the

the annual report has been prepared up to the date

When the transfer of the seat takes effect according to article 7.10 in

SCE regulation.



If a member bank is participating in the formation of a European cooperative

by merger in accordance with article 19 of the SCE regulation and

European cooperative, based in a different State than Sweden shall

the Board of Directors of the Member Bank set up a specific financial statement. The

specific financial statements must cover the period of time for which the

the annual report has been prepared up to the date

When the European cooperative registered under article 11(1) of the SCE

the regulation.



The financial statements referred to in the first and second subparagraphs

the provisions on the annual accounts in Chapter 6. 4, 5 and 8 of

the accounting Act (1999:1078). Financial statements must be submitted to

The Swedish companies registration office within one month from the expiry of the period

book end covers. Law (2010:1527).



The currency of a European cooperative capital



section 29 A European cooperative shall express its capital in

either Swedish kronor or euro. Capital shall, however, always

be expressed in the same currency that the European cooperative

accounting currency. Law (2006:608).



Other provisions



Entitled to represent a European cooperative



section 30 the right to acquire the firm for a European cooperative

power banking may be exercised only by two or more persons

in the compound. Law (2006:608).



The management or administrative body in certain cases

changing the statutes



section 31 Of the Statute for a European cooperative society is contrary to the

arrangements for employee involvement which have been established in

accordance with the Act (2006:477) on the involvement of employees in

the European cooperative society, the management or administrative organ shall have

the right to change the statutes. Law (2006:608).



Convening of the general meeting by Bolagsverket's

merchandise



32 § If a general meeting to be held in accordance with

SCE regulation, this Act, the bylaws or a formal decision

not be convened in the prescribed manner, to the companies registration office after

the application immediately call a general meeting. If the notice is not

can be made in the manner provided for in Chapter 7. § 8, the Swedish companies Registration Office

call a general meeting in any other appropriate manner. A

application may be made by a member of the Administrative Board,

the management board or the Supervisory Board, the Executive

the Director, an accountant, or a Union Member.

Europe the cooperative shall pay the costs of the summons.

Team (2013:744).



Sanctions against European cooperatives with registered office and head office within the

different States



33 § On a European cooperative does not meet the requirement of

Article 6 of the SCE regulation to have its registered office and its

Head Office in the same State, the companies registration office by special

decision establishing the European cooperative does not meet the

the obligation. When the decision has become final, the fact

submit to the European cooperative within a period to be fixed to make the correction.

In Chapter 11. section 6 of the Act (1987:667) on economic

compounds are applied. The submission should contain a reminder

that the European cooperative will be ordered to go in

liquidation of the European cooperative does not make the correction.



If the European cooperative does not comply with the order, shall

The Swedish companies registration office may decide that the European cooperative shall go in

liquidation. Winding-up order shall, however, be granted if

winding-up the Foundation has ceased during handling of

the work.



A decision on liquidation pursuant to the second subparagraph, shall not

be enforced until it has become final. Law (2006:608).



Appeal



34 § Bolagsverket's decision to cancel a registration if

registration or refusal of registration may be appealed against to the

General Administrative Court within two months from the date of

the decision. The same applies to the FSA's decision in a

tillståndsärende in accordance with section 15 and General Administration's decision to

refuse to issue a certificate under section 8 or 16 as well as the work's

decision pursuant to section 32. Leave to appeal is required on appeal

to the administrative court.



Swedish tax agency and the FSA's decision in a case

According to § 6 or 12 may be appealed to the General

Administrative Court. Leave to appeal is required at

appeal to the administrative court.



Bolagsverket's decision in a case under section 33 may be appealed

to the Court of the place where the management or

the administrative body has its headquarters. A decision under section 33

the first paragraph may be appealed within three weeks from the date of

European cooperative received the decision. A decision under

33 section may be appealed within three weeks from the day

for the decision.



Where an appeal is brought under the third paragraph applies to law

(1996:242) about court cases. Team (2013:744).



Chapter 2. Formation of the member bank



§ 1 A member bank shall have at least three members. Members shall

adopt bylaws and elect the Board of Directors and Auditors.



section 2 of the regulations on the application for a permit to conduct banking

and approving the statutes see Chapter 3. Act (2004:297)

of banking and finance law. Act (2004:318).



3 repealed by law (1999:224).



section 4 of the by-laws shall specify



1. the Member Bank's name;



2. the place in Sweden where the Board of Directors shall have its registered office,



3. the operating branches that the Bank intends to operate,



4. conditions for membership in the Bank,



5. the effort with which each Member must participate in the Bank and

the extent to which members may participate in the Bank with insert

In addition to what they are required to participate with,



6. the number or the minimum and maximum number of Directors

and Auditors and any deputy members, who shall be appointed by the

the meeting, as well as the period of their missions,



7. in the event that the Council in accordance with Chapter 7. section 12 shall

exist, their powers, how they shall be appointed, and the time for

their mission,



8. the time within which and how the general meeting shall be convened

as well as how other messages will come to members ' or

Council's knowledge,



9. What are the matters that shall be present at the annual general meeting,



10. what will happen with the Bank's retained assets when the

dissolved, and



11. in the event that the subordinated debentures referred to in Chapter 5. or

bonus issues referred to in Chapter 8. 2 a § shall occur, what

to apply for these.



If the Bank shall have euro as the accounting currency pursuant to Chapter 4. 6 §

the accounting Act (1999:1078), this fact shall be stated in the bylaws. In

in that case, the Statute also provides that the operation of

which each Member must participate in the Association shall be determined

in euro.



When changing the accounting currency may amend the indication of

bet amount will be delayed until the first annual general meeting of shareholders

After the decision on the change of accounting currency received

effect. Act (2000:45).



§ 5 a newly formed member bank shall be notified for registration

within four months after it received permission to operate

banking.

For registration is required to have at least three member bank

members and that they have paid the bet amounts according to

the statutes.



For the registration of a member bank, the Bank is required to have a

as large initial capital provided for in Chapter 3. section 7 of the Act

(2004:297) on banking and finance law.



If the subscription of operations means that someone who has not

tested in accordance with Chapter 3. 2 paragraph 3 as well as others and

third subparagraphs law of banking and finance law

will have a qualifying holding in the Bank, get this

not be formed without the check is done. If the person is not considered to

appropriate, the Bank may not be formed.



The issue of Member Bank's formation has fallen, if notification of

registration has not been made within the time limit referred to in the first

subparagraph, or if the registration authority by order

has the force of res judicata has dismissed such notification or

refused registration. In such a case the responsible Board members

jointly and severally liable for the repayment of the contributions and the resulting

return, with less costs due to measures

According to section 6, first paragraph, third sentence. Law (2009:353).



section 6 Before a member bank is registered, it may not acquire

rights or obligations. It also cannot bring

action before the courts or other authorities. The Board may, however,

proceedings in cases concerning the Bank's formation and otherwise take action

to get into committed action.



If an obligation is incurred by an action on the Member Bank

behalf prior to registration, those who have decided on or

participated in operation Joint and several obligation. During registration

transitioning responsibility to the Bank, if the obligation has arisen after the

the Bank has been formed.



Have an agreement before the registration of the Member Bank concluded with a

contractual partner who knew the Bank was unrecorded, he may, if

subject to the provisions of the agreement, withdraw from this only if the issue of

the Bank's formation has fallen according to paragraph 5, fourth subparagraph. If

the other party did not know that the Bank was unregistered, he can

withdraw from the contract before the Bank is registered.



section 7 of the newly formed member bank shall by proclamation in Postal and

Home Magazines Announce when it starts its motion. Bank

shall notify the financial supervision authority which day that announcement has

occurred.



Chapter 3. The Bank's members



§ 1 A member bank may not refuse any entry as a member, if the


There are specific reasons not to take account of the nature or

the extent of the Bank's activities or the banker's order or other

circumstance.



A legal entity as a member bank has a dominant influence

I may not be a member of the Bank.



The Board shall consider an application for admission, subject to

the statutes. The statutes may provide for the admission application shall

be made in writing and that the application document shall be provided with:

applicant's signature witnessed.



section 2 of The program through the Division of property, inheritance or bequest has acquired a

Member's share has the right to enter after registration as a member of the

Member Bank, subject to the provisions of § 1, second subparagraph, or

provided for in the statutes.



Notice of entry shall, upon acquisition of a deceased member's share,

be made no later than six months after the death or at the later

time when the estate leave the Member Bank under section 5.



Otherwise than that referred to in the second paragraph, notification shall be made

not later than six months after the proportion at the Division have been posted

on the other spouse's ticket. Applying the acquirer did not join in this

time, such member shall thereby be deemed to have resigned to exit.

In such case, the purchaser has the right of a retirement

Member pursuant to Chapter 4. section 1, with the obligation under Chapter 4. 2 §.



section 3 of The who by assignment has acquired a member's share shall

apply for entry into the member bank within six months after

the transfer. If he is adopted, he as a member of the transferor's

place. Claiming he did not join in due time or is rejected

his application, the assignor, thus, is deemed to have resigned to

exit. In such case, the purchaser has the right of a

leaving a member pursuant to Chapter 4. section 1, with the obligation under 4

Cape. 2 §.



paragraph 4 A member has the right to cancel to exit from the

Member Bank. The statutes may provide that a notice of termination

shall be made in writing and that the termination document shall be

equipped with the Member's signature witnessed.



The statutes shall also provide that termination must not be made

After some time, a maximum of two years, from entering. Time will

extended to a maximum of five years, if the FSA admits it.

Provisions in the statute that the dismissal may be made only after a certain

time does not apply in the cases referred to in Chapter 7. the third paragraph of section 15 and 10

Cape. paragraph 3 of the second paragraph.



A member may be excluded from the Member Bank on such basis as set out in

the statutes. The general meeting shall decide on the exclusion, if not

otherwise provided in the bylaws.



§ 5 termination of a member bank is taking place, except in the cases referred to in Chapter 7. section 15

third paragraph as well as 10 Cape. paragraph 3, second subparagraph, at the end of the

fiscal year ending not earlier than a month or longer, however,

a maximum of six months, which has been determined in the statutes, after

the Member has resigned to withdrawal or exclusion or any

Another factor which led to the resignation has occurred.



A member who has been expelled from the Member Bank loses immediately their

the right to participate in the deliberations and decisions of the Bank's Affairs.



§ 6 the Board shall maintain a list of members. List

shall indicate:



1. each Member's name and postal address,



2. the total amount paid or by

bonus issues tillgodoförda Member effort according to the last

adopted balance sheet, as well as



3. the totals of Member contribution amount as of the end of the

fiscal year balance sheet relates has been refunded or not more than

shall be refunded according to Chapter 4. paragraphs 1 and 3, and if the time for

the repayments.



List of members can be a reliable lösblads-

or card system. It can also be kept with automatic

data processing or by any other similar means.



List of members shall be made available to the Member Bank

for anyone who wants to take advantage of it.



Each Member has the right to request written by

Bank on its membership and the member contributions that he has

paid in or had been credited to through bonus issues.

Act (1997:915).



Chapter 4. Refund of member contributions



(1) A member who has resigned from a member bank is entitled to

get out the its paid-up or through bonus issues tillgodoförda

Member operations. The amount may not exceed his or

her interest in relation to other members of the Bank's

equity according to the balance sheet relating to the

the time of departure. When calculating the Bank's own capital

should you ignore the revaluation reserve, reserve fund,

the equity fund, the Fund for development expenditure and

publishing efforts. The Bank may pay a member paid-in

or through bonus issues tillgodoförda Member efforts

no earlier than six months after his resignation. Payment may

executed only once per quarter and after

FSA authorisation. The inspection must give permission

to payment unless the Bank's ability to meet its

obligations are compromised.



Those who have resigned have Furthermore the right to the same treatment as

other members get their share of the agreed

distribution of profits.



Today the Member Bank is liquidated within six

months from departure or within the same time decision

putting the Bank in bankruptcy, to the right of the

resigned to get out member contributions assessed in accordance with the grounds for

the rules concerning the shift of the Bank's assets.



A member's right under the first to third subparagraphs may be limited in

the statutes. However, this does not apply in the case referred to in 7

Cape. the third paragraph of section 15 or 10 Cape. paragraph 3 of the second paragraph.

Law (2015:819).



section 2 where the Member Bank is declared bankrupt on an application made

within one year from the date of a member's resignation, he is liable to pay

back what he has gotten out of its membership efforts in the

so far as is necessary for the Bank's liabilities are to be paid.



§ 3 a member participating in the member bank with higher

bet amount than he is obliged to participate, have the right to

After termination to get out excess amounts with the exception of

through bonus issues tillgodoförda efforts but to resign from

the Bank. As regards the dismissal and the Member's right to get out

It dismissed the amount and his obligation to repay

what he has gotten out apply paragraphs 1 and 2, as well as Chapter 3. section 4 first

paragraph. Six according to § 1 shall be counted from the

the termination. Act (2004:318).



Chapter 5. Subordinated debentures



§ 1 A member bank can in statutes provide that capital may

could be engaged, in addition to the provisions of Chapter 2. paragraph 4(1)

5, by specific actions (subordinated debentures) and that such

efforts must be supplemented by other than members.



Subordinated debentures from other than members, could be engaged with

not more than such a large amount to the sum of such efforts after

the contribution does not exceed the sum of the other then paid-in and

through bonus issues tillgodoförda efforts than subordinated debentures.



A publishing operation shall always be satisfied in cash.

Act (1997:915).



section 2 of the bylaws may provide for limitations on

who has the right to inject subordinated debentures and by transfer

acquire the rights attaching to the debentures

(the publishing interests). For the efforts already made, not more stringent

restrictions should be imposed than that which was in effect when the bet was made.



Acquisition of subordinated shares in breach of the rules referred to in

the first paragraph is invalid.



§ 3 If the Member Bank is dissolved and the resolution is

surplus debenture holders of shares have the right to so far

the surplus is enough get debentures redeemed with amount

corresponding to the size, before payment is made for other

purposes. There are several subordinated debentures and are not enough surplus

payment in full of all, the surplus is allocated to

the stakes in proportion to their size.



4 §/expires U: 2016-03-01/

For each publishing operation, the Member Bank shall issue a

publishing certificates. The proof shall be addressed to the specific person,

to the holder or to the person or order, and

indicate:



1. the Bank's firm,



2. number or other designation for the proof,



3. the size,



4. the entitlement to dividends as input,



5. the way in which the dividend shall be paid and redemption

take place,



6. the detailed rules referred to in paragraph 2 of the first subparagraph, and



7. disclosure of what paragraph 2(2) contains.



The publishing share certificate shall be signed by the Bank.

Signature of Board members or business drawer may

reproduced by printing or similar process.



Of the statutes, it may be determined that the Member Bank may register

subordinated units with a central securities depository according to

Act (1998:1479) on the accounting of financial instruments in

rather than issuing a debenture certificates. However, this does

not subordinated shares for what regards the acquisition restrictions

pursuant to article 2 of the first paragraph, first sentence.



Of Chapter 4. paragraph 5 of the law on the accounting of financial instruments

follows that the debenture certificates may not be issued for

subordinated shares that are registered under the Act.



A decision which means that a debenture share no longer shall

be registered in a central securities depository will be

valid only if the person has a lien in the publishing share of

writing has agreed to the decision. Law (2007:871).



4 section/entry into force: 03/01/2016

For each publishing operation, member bank issuing a debenture certificates. The proof should be made to the particular person,


to the holder or to the person or order and indicate the



1. the Bank's business, 2. number or other designation for the proof, 3. the size, 4. the entitlement to dividends as input,



5. the way in which the dividend shall be paid and redemptions occur,



6. the detailed rules referred to in paragraph 2 of the first paragraph, as well as 7. enlightenment of what paragraph 2(2) contains.



The publishing share certificate shall be signed by the Bank.

Signature of Board members or business drawer may be reproduced by printing or similar process.



Of the statutes, it may be determined that the Member Bank may register the subordinated shares in a Swedish central securities depository under the law (1998:1479) on CSDs and the accounting of financial instruments instead of issuing a debenture certificates. However, this does not apply to the publishing units for what regards the acquisition restrictions pursuant to article 2 of the first paragraph, first sentence.



Of Chapter 4. section 5 of the Securities and the accounting of financial instruments follows that debenture certificates may not be issued for subordinated shares that are registered under the Act.



A decision which means that a debenture share should not be registered in a central securities depository will be valid only if the person has a lien in the publishing share of writing has agreed to the decision. Law (2016:49).



§ 5 in the case of debenture certificates shall apply, subject to the

This law, as provided for in the law (1936:81) if debt securities. Evidence

referred to the particular person is equated with simple debt securities, and

evidence to the holder or to the person or order assimilated

with promissory notes. The holder of a debenture certificates set

to the particular person or order and that according to the Member Bank's note

the proof is the owner of the publishing rate is equal to that

According to the second subparagraph of paragraph 13 of the same law are presumed to be entitled to make

the debenture. Note on the proof shall be made only if the

the holder confirming his purchase of the debenture share certificate

refers to.



§ 6 the Board shall maintain a list of all

subordinated debentures. This can be reassuring or lösblads

card schemes or conducted with automatic data processing or by any other

similar way. The list shall contain a statement of the amount of

each publishing operation, on the date of each operation and if the correct

to dividends as input. The list shall be kept

available for anyone who wants to take advantage of it.



section 7 the holder of the debenture has a right to have

the publishing operation redeemed not earlier than five years after the contribution, if

He or she says in writing up the amount of at least two years in

advance.



The Member Bank may redeem a publishing initiative at the earliest five years

After the contribution, if the Bank in writing cancel the amount

at least six months in advance.



The statutes can be determined that there may be subordinated debentures

to be redeemed at any given time without prior

termination, but not earlier than five years after the injection. Such

provision shall not concern already contributed subordinated debentures.

Law (2007:871).



section 8/expires U: 2016-03-01/

Redemption under section 7 is done to the amount that is

the size according to the publishing share certificate or, for

subordinated shares that are registered in a central

securities depository under the law (1998:1479)

of financial instruments, the size according to the

the registration. The amount should not exceed that of the

Member Bank's equity according to the last set

balance sheet, without resorting to the revaluation reserve,

the reserve fund, the equity fund or funds for the

development expenditure is attributable to the share in

relation to other subordinated debentures.



If the Bank is declared bankrupt on an application made within a

years after redemption, as provided in Chapter 4. 2 § about

refunds apply to the publishing operation. This

does not apply to the publishing operations have been able to be redeemed without

previous termination. Law (2015:819).



section 8/entry into force: 03/01/2016

Redemption under section 7 is done to the amount representing the size according to the publishing share certificate or, in the case of subordinated shares that have been registered with the Swedish central securities depository under the law (1998:1479) on CSDs and the accounting of financial instruments, the size according to the registration. The amount should not exceed that of the Member Bank's equity according to the last approved balance sheet, without resorting to the revaluation reserve, reserve fund, equity fund or Fund for development expenditure, is attributable to the share in relation to other subordinated debentures.



If the Bank is declared bankrupt on an application made within one year of the redemption, as provided in Chapter 4. section 2 of the refund is applied in the case of the publishing operation. This does not, however, subordinated debentures which were able to be redeemed at any time without prior notice. Law (2016:49).



Chapter 6. Member Bank's management



§ 1 A member bank shall have a Board of Directors with at least five members.

The Board of Directors shall manage the Affairs of the Bank in accordance with

the provisions of this law and the law (2004:297) on banking and

financing business.



The Board is elected by the general meeting, if not provided for in

the statutes that one or more of the Board members shall be appointed on the

otherwise. Specific provisions relating to the Board of Directors may

be appointed by the meeting is in paragraph 4.



A member's mandate is valid for the period specified in

the statutes. The mission may not include more than four fiscal years

and must be determined so that the Mission expires at the end of the

annual general meeting at which the Board elections are held.



The provisions of this law and the law of banking and

finance law if directors shall apply mutatis

parts include alternates.



Provisions concerning workers ' representatives exist in law

(1987:1245) on board representation for private employees.

Act (2004:318).



section 2 of a mission as member of the Board expires prematurely, if the Member

or the one who has appointed the honourable Member requests. Notice of resignation shall

be made to the Board and, if a member who is not selected on the

General meeting would resign, even of those who have appointed the honourable Member.



If a member's mandate is terminated prematurely or obstacle pursuant to paragraph 3 of the

arise for him to be a Board member and there is no

any substitute that can arise in his place, the other

Board members take action to a new Member of the Board of Directors

appointed for the remaining term of Office. Such measures need

not, however, be taken, if the former member was

employee representative as referred to in the Act (1987:1245) if

Board representation for private employees. Member shall be selected

at the general meeting, election can wait until the next annual general meeting on

the Board elections are held, if the Board is a quorum with

the remaining members and deputies and their number is not

is less than five.



If a member of the Board who shall be appointed in accordance with the statutes of other

order than by election of the general meeting has not been designated, shall

The Swedish financial supervisory authority appoint a replacement on the application of a

Board Member, Member, creditor or someone else whose right can

be dependent on there being someone who can represent the Bank.



paragraph 3, at least half of the Board members shall be residents

in the European economic area,

other things are allowed in special cases. Questions about such a condition

tested by the Swedish financial supervisory authority. The person is a minor or

bankruptcy or that have managers under Chapter 11. 7 §

parental code can not be a Board member. To the same

applies to whoever has the disqualification flowing from section 11 of the Act

(2014:836) on disqualification.



The directors shall be members of the Member Bank, if

not the statutes in specific cases allows otherwise. The

which, by law, is representative of a member or, if a

legal person is a member, who is a member of the Board of Directors

of the legal entity or partner in this may, however,

be a Director without being a member of the Bank, although

the Constitution has no provision on it.



The provisions of the second subparagraph shall not apply to

workers ' representatives appointed under the Act

(1987:1245) on board representation for the

private employees.



Of the directors, no more than one for each started five of a kind

be an employee of the Member Bank. This calculation shall take account

not be given to employees ' representatives who have been appointed

in accordance with the law on board representation for the

private employees.



A legal person may not be a Board member.

Law (2014:845).



3 a of The has been an auditor of a Credit Union, whose

securities are admitted to trading on a

regulated market, may not be a Board Member,

the Chief Executive Officer or other senior executives

in the Bank, unless at least two years have elapsed since he or

She left the audit engagement.



The first paragraph also applies to anyone who has been the principal

for audit under section 17 of the Auditors Act (2001:883).

Law (2009:571).



4 § Board shall appoint one or, if necessary, several

Executive Directors to the Board's lead in realizing the

the activities of the Bank. The Board of Directors may also appoint

Deputy to the Managing Director. If any other

than one Board member appointed to the Managing Director, shall

He or she is included as a member of the Board of Directors. If someone other than the

a Board member or a Deputy Director is appointed


Deputy to the ceo, he or

She included as Deputy member of the Board. Executive Director

must be a resident of the European economic area,

unless otherwise allowed in special cases. Questions about

such a condition is tested by the Swedish financial supervisory authority.



The provisions of this law, if the Chief Executive should in

apply also for Deputy to the

Executive Director. Team (2013:453).



4 a of of a member bank, whose securities are

admitted to trading on a regulated market, the Board of Directors shall have

an Audit Committee. The members of the Committee shall not be

employees of the Bank. At least one Member shall be independent and

have expertise in accounting or auditing.



The Bank may decide that the Board should not have any

the Audit Committee, provided that the Board of Directors



1. to fulfil the tasks set out in paragraph 4 (b), and



2. complies with the requirements referred to in the first subparagraph, third

the sentence. Law (2009:571).



4 b of the Audit Committee shall, without prejudice to

the Board's responsibilities and tasks in General,



1. monitor the Bank's financial reporting,



2. with respect to the financial reporting monitor

the effectiveness of the Bank's internal control, internal audit and

risk management,



3. stay informed about the audit of the annual accounts and

the consolidated financial statements,



4. review and monitor the auditor's impartiality and

independence and paying particular attention to whether the auditor

the Bank provides services other than audit services,

and



5. assist in the preparation of proposals to the general meeting

decision on Auditors. Law (2009:571).



§ 5 When a Board member takes up his duties, he shall

for registration in the share register report their holdings of shares in

joint-stock company within the same group as the Member Bank, if it is not

has happened before that. Changes in the shareholding shall

be notified within one month.



The first subparagraph shall not apply, if the notification obligation

under the Act (2000:1087) concerning the obligation for certain

holdings of financial instruments. Act (2000:1097).



section 6 of the Board of Directors may, with the restriction imposed by section 7, instruct

Managing Director or someone else, either alone or together

with other take such action as it otherwise is the role of the Board

to take. A person who has received such a task called a delegate.



Delegation referred to in the first subparagraph may also be made to the specific

governing body for specific area (region Board) or for one or

several bank offices (Office Board).



The Management Board shall, in an instruction provide for the

powers of the Executive Director and other delegates.

The instruction shall be fixed for one year at a time. Relating to the mission

to grant credit, the basics of credit should be established.

If it has designated several managing directors, shall

the instructions specify how the management of the Member Bank's activities shall

be allocated between them. The Management Board shall, as soon as possible, send a

copy of the statement to the financial supervisory authority and, when changes

taken in the instructions, inform the inspection on this.

Tasks referred to in the first subparagraph may be revoked at any time

or restricted. Although the Board has left delegatuppdrag,

the Board itself to decide matters of any kind.



section 7 of the Board must not entrust an individual Board Member

or anyone else to decide matters of principle

importance or otherwise of major importance.



The Board must in no case instruct an individual

Member of the Board of directors or any other granting of credit to

natural or legal persons covered by the provisions of 8

Cape. section 5 of the Act (2004:297) on banking and finance law.



Notwithstanding the second subparagraph, the Board of Directors may entrust

someone else to within specified limits, grant credit in and

for a movement that is powered by the borrower.



The Board may only in accordance with the provisions

the Government or, by authority of the Government,

The FSA announces instruct an individual

Member of the Board of Directors, or any other, either alone or in conjunction

with other grant credit to other employees and delegates than

those referred to in the second subparagraph to natural or

legal persons who stand in such a relation to them

as indicated in Chapter 8. 5 paragraph 5 and 6 of the law on banking

and financing business.



The provisions of this section also applies if credit

guarantee member bank undertakes. Act (2004:318).



paragraph 8 of Executive Director or any other delegate that is employed in a

member bank must not be member of the Board of Directors of such companies whose

main business of which is to administer or trade with

shares or driver issue movement. In other companies, they may be

members of the Board, if the Board of Directors in each case, give their

State. The State alleges may not participate in the Board's

a decision on the matter.



The first subparagraph shall not apply where the company is included in the same group as the

the Bank.



8 a of the provisions concerning the banking companies management in 10 Cape.

8 (a) and 8 (c) of the Act (2004:297) on banking and finance law

shall apply also to a member bank and its management, if

subject to the provisions of this law. Law (2014:976).



section 9 where a member bank has become a parent undertaking, the Governing Board shall

communicate this to the subsidiary's management. The subsidiary's management

shall provide the Board of Directors of the Bank with the information needed to

assess the Group's financial position and results of the Group's activities.



section 10 of the Board of Directors shall be chaired by one of the members.

The Board of Directors shall elect the President unless otherwise provided in the bylaws

or decided by the general meeting. The Board of Directors may also appoint Deputy

Chairman. In the event of a tie, the election is decided by drawing lots.



The Chief Executive Officer or other employee of the Member Bank shall not

be the Chairman or Deputy Chairman.



section 11 of the President shall ensure that meetings are held in the

needed. At the request of a member of the Board of Directors, the Management Board shall

be convened.



At Board meetings shall be kept Protocol, which

signed or adjusted by the Chairman and the Member who

the Board appoints to the Board have the right to be different

opinion recorded in the minutes. Minutes shall be kept in

numerical order and kept in satisfactory manner.



section 12 of the Board of Directors is quorate if more than half of the entire number of

members of the Board or the higher number laid down in the statutes is

at present. Decision in a case, however, should not be taken, if not as

possible, all Board members had the opportunity to participate in

consideration and a satisfactory basis for

determine the matter. If a Board member is unable to come and there is a

alternate who shall stand in his place, the alternate is given

opportunity. Substitute for employee representative designated

According to the law (1987:1245) on board representation for the

private employees, shall, however, always have a basis and opportunity to

participate in the hearing in the same manner as a member of the Board of Directors.



Unless the statutes provide for special majority vote, as

the Board's decision the sense for which more than half of the

present vote or, in the event of a tie, the meaning

Chairman. The Board is not complete, the

voting for the decision, however, represent more than a third of the whole number of

members of the Board, unless otherwise provided in the bylaws.



Documents under this Act, or Act (2004:297) on banking

and financing business shall be signed by the Board of Directors shall

be signed by at least half of the total number of Board members.

Act (2004:318).



13 § A Board member or a delegate may not deal with the issues

If the agreement between him and the Member Bank. He also may not

deal with questions about the contract between the Bank and third parties, if he in

the question has a material interest which may conflict with the Bank's. He

may not participate in the decision on the agreement between the Bank and a third party;

that he alone or together with other may represent. With the agreement

assimilated trial or other legal proceedings.



13 a of the general meeting shall decide on the remuneration and other

compensation for Board appointments to each of

the members of the Board. Law (2006:568).



section 14 of the Board represents the Member Bank and draw its

firm.



The Board of Directors may authorize a member or any other

to represent the Member Bank and take out its corporate name, if not

a ban on such authorisation has been included in the Statute.

At least one of them who is authorized to represent the Bank and

take out its firm shall be resident in the European economic

area, unless otherwise authorized by the Special

case. Questions about such a condition is tested by

The Swedish financial supervisory authority. Moreover, in the case of those who do not

is a Board member as stated in paragraph 3 of the first and second

paragraphs and section 13, if a Board member.



The right to subscribe for the Member Bank's firm may be exercised only by

two or more people in the compound. No other restriction

may be registered.



The Board may at any time revoke an authorization

referred to in the second subparagraph.



If the Member Bank has no authorised representative who

is resident in Sweden, the Board may authorize a person who is

living here to accept service on behalf of the Bank. A

such authorization shall not be granted to anyone who is

minor or trustee under Chapter 11. 7 §

parental code. Team (2013:453).



15 § Board or other legal representative of the Member Bank may

not undertake legal action or other action that is likely to pave the


unfair advantage to a member, or anyone else, to the detriment of the

the Bank or other Member.



A Deputy may not follow such rules of

the general meeting or other Union body which is not applicable

because they are contrary to this law, the Act (2004:297) om

banking and finance law, Act (1995:1559) for annual report

for credit institutions and securities companies or the statutes.

Act (2004:318).



16 § has a Deputy, exceeded its powers when he

undertook a legal action for the Member Bank, does not apply to

legal action against the Bank, if the party against whom the Act

was realized or should have realized that the power was exceeded.



section 17 of the Member Bank must report for registration who has been appointed

Board Member, alternate member and signatory and who according to

section 14 authorized to accept service on behalf of the Bank, as well as their

postal address and social security number or, if there is none, the date of birth. If

any member or alternate member appointed under the Act (1987:1245) if

Board representation for private employees, this fact shall be stated.

The Bank shall also report to the registration which signs on the Bank's

firm and the manner in which this will happen.



Notification the first time when the Member Bank under Chapter 2. paragraph 5 of the

is reported for registration and then immediately after a change

has occurred in a relationship that has been notified or to be notified

for registration in accordance with the first subparagraph. Even the registration

case has the right to make the notification.



If the Member Bank's postal address is changed, the Bank shall immediately notify the

for registration.



Chapter 7. General meeting



section 1 of the Union members ' rights to decide on the Member Bank

matters is exercised at the general meeting.



Each Member has one vote, unless otherwise specified in the statutes.



Of section 12 States that the powers of the general meeting, in whole or in part

in particular, can be left to elected councils.



section 2 A member right at the general meeting shall be exercised by the Member

personally, or the Member's representative under the law

or by proxy, with a dated written proxy. The power of Attorney

for a maximum of one year from the date of issuance. No one may as a delegate representing the

more than one Member, unless otherwise specified in the statutes.



A member may at the general meeting have no more than one counsel.



paragraph 3, A member shall not himself or by proxy voting in the case of



1. actions against him,



2. his exemption from liability or other obligation

against the Member Bank, or



3. actions or exemptions referred to in 1 or 2 in respect of any

else, if the Member has a material interest in the matter as may

contrary to the Bank's.



The provisions of the first subparagraph also applies if a member agent for

Member.



paragraph 4 of the general meeting shall be held at the place where the Board of Directors has its

seat. The statutes may provide that the general meeting shall

or can be held on other specified place. If extraordinary

circumstances causing it, the general meeting shall be held at any place within

Sweden.



paragraph 5 of the Ordinary General meeting shall be held within four months after the

the end of each financial year. At such general meeting, the Management Board shall

submit annual report and the Auditors ' report and, in a

member bank that is the parent company, consolidated financial statements and

consolidated auditor's report.



At the general meeting shall be decided



1. on adoption of the income statement and balance sheet and, in

member bank that is the parent company, the consolidated profit and loss account and

consolidated balance sheet,



2. If the appropriation of the profit or loss in accordance with the

adopted balance sheet,



3. discharge of the Board members, as well as



4. other matters addressed by the meeting in accordance with this Act,

Act (2004:297) on banking and finance law or

the statutes.



Decision on a matter referred to in the second subparagraph 1-3 shall be postponed

up to a further meeting, if the majority or a minority

consists of at least one-tenth of the total voting rights request The

continuation of the general meeting shall be held at least one and not more than two months after

the ordinary general meeting. Any additional suspension is not allowed.

Act (2004:318).



section 6 of Extra General meeting shall be held when the Board considers that there are grounds

to it also. the general meeting shall be held for the retired

purpose in writing requested by most of the Auditors or by at least

one tenth of all persons entitled to vote, or the smaller number that can

be determined in the statutes. Notice shall be given within fourteen days

from the day when the request came in to the Member Bank.



section 7 A member has the right to have a matter considered at a

General meeting, if he requests it, in the manner and within the period

can be specified in the statutes. Lacks the statutes such provisions,

Member shall request, in writing, of its Board of Directors in producing the so

good time that the matter can be included in the notice of the meeting. The who has

excluded from the Member Bank shall not have the right to get the matter addressed by the

the meeting, although he has not yet resigned from the Bank.



§ 8 the Board convenes general meeting. The summons may be issued

not earlier than four weeks before the meeting. Unless the bylaws provide for

longer notice shall be issued not later than two weeks prior to the annual

and at the latest one week before the extraordinary general meeting. If the meeting is postponed until a

date that is later than four weeks after the meeting

begun, the summons issued to the continued meeting. If the

in accordance with this Act or the by-laws requires that a decision of the meeting shall

taken at two meetings in order to be valid, the notice

to the later meeting not be issued before the first general meeting has

been held. In such notice shall state what decision the first

the meeting has taken.



Notice of meeting shall be made in accordance with the statutes. Written notice shall be

always be sent to each Member whose mailing address is famous for

Member Bank, if



1. the annual general meeting shall be held at some other time than that

provided for in the Statute, or



2. the general meeting shall deal with the question of



a) such amendment of the statutes referred to in section 15 of the first or second

subparagraph,



(b)) the Bank's Declaration of liquidation, or



c) Bank amounting in another bank through merger.



In the notice, the issues that will be at the meeting indicated

clearly. Whether the meeting will deal with a case if the Member Bank

amounting in another bank through merger or a case about Bank

Declaration of liquidation, the proposal and the basis for this

specified in the notice. If a case concerns the amendment of the statutes, shall

the main contents of the proposal for the amendment set out in the

notice of the meeting. A complete draft Charter amendment shall, after

the fact that notice has been issued shall be kept available for members

of the Bank and immediately be sent to members who request and State

their postal address.



For at least a week before the general meeting referred to in paragraph 5 shall

financial statements and the Auditors ' report and, in the member bank

the parent company, consolidated financial statements and

the Auditors ' report or copies thereof shall be made available

for members and holders of subordinated shares in the Bank, and

immediately be sent to members and holders of a debenture share request

it and provide their mailing address.



section 9 of the provisions of this law, the Act (2004:297) on banking and

finance law or bylaws regarding notice of

General meeting or the provision of documents

infringed in a case, the general meeting does not decide the matter without

the consent of all members who are affected by the error. The meeting may, however,

even without such consent determine an action which has not been

up in the notice, if the case according to the statutes shall appear on the

meeting or immediately prompted by another case to be

to be determined. It may also decide that the extraordinary general meeting shall

convened for the treatment of the case. Act (2004:318).



section 10 of the general meeting will be opened by the Chairman of the Board or by the

as the Board of Directors has appointed. The general meeting elects the Chairman of the meeting. In

the Statute, however, it can be determined who is to open the meeting and be

President at this one.



The Chairman of the meeting shall, if necessary, draw up a list

over the present members, agents and advisors (electoral roll). Indication of

Members ' voting rights in the electoral register, if there is

different voting rights among members. Since the electoral register is approved by the

meeting, it shall apply until the general meeting

change. The meeting is postponed to a later date than the next working day,

a new electoral register be established if necessary.



The Chairman shall ensure that the minutes of the meeting. In

regarding the Protocol's content comes



1. electoral roll shall be included in or annexed to the

the Protocol,



2. the decision of the general meeting shall be recorded in the minutes, as well as



3. If the voting has taken place, the result shall be stated in the Protocol.



The minutes shall be signed by the Chairman and at least one

adjustment to appointed by the general meeting. Three weeks after the meeting

shall be the adjusted protocol available to the Member Bank

for members and holders of subordinated shares. The minutes shall

keep in a reliable manner.



§ 11 the Board shall, if a member so requests and the Board finds

It can be done without substantial detriment of member bank or

significant inconvenience to the individual, at the general meeting give

information about circumstances that may affect the judgment of the Bank's

annual report and its position in general or of an item on the


the annual general meeting. Included in a group relates to the disclosure requirement also

the Bank's relationship to other group companies, as well as, if the Bank is

the parent company, the consolidated financial statements as well as any circumstances that may

affect the assessment of the status of subsidiaries.



Can a requested disclosure solely on the basis of data

are not available at the meeting, the enlightenment within two weeks

thereafter be kept in writing available to members of

Member Bank and sent to those members who have requested

the enlightenment.



The Board finds that a requested information cannot be submitted to the

Members without substantial detriment of member bank or significant

inconvenience to the individual, the enlightenment at the Member's request in

rather than be left to the Bank's Auditors within two weeks after the meeting.

The Auditors shall, within one month after the meeting in writing comment

to the Board as to whether the requested information has been provided to

them, and whether the enlightenment in their opinion, ought to have led

change in Auditors ' report or, in the case of bank

the parent company, in the Auditors ' report, as well as whether

the enlightenment in General gives cause for reflection. If this is the case,

the amendment or objection set out in the opinion. The Board of Directors shall

keep the Auditors ' opinion available at the Bank for members

and send a copy thereof to the members who requested the

the enlightenment.



section 12 of the Constitution, it must be determined that the general meeting

powers shall be exercised in whole or in part by specially selected

Councillor.



A Councillor may not be elected for longer term than three years.

To delegate may be appointed only a member of the member bank or any

that without being a member pursuant to Chapter 6. paragraph 3 of the second paragraph may nevertheless

elected to the Board of Directors.



A Council meeting shall be considered as a general meeting. In the case of

Council, the provisions of §§ 1-11 if the Member in the Member Bank.

However, a delegate cannot vote by proxy.



Regarding the decision of the Council in the cases referred to in section 15 or 10

Cape. section 3 of the members shall be notified in the manner that the statutes

prescribes.



Although the Council has been appointed, the members of the Member Bank

such a right referred to in section 7, paragraph 8 and paragraph 10 of the fourth

the second sentence.



paragraph 13 of the decision of the general meeting consists of the sentence that has a more

than half of the votes cast, or, in the event of a tie, the

as Chairman. When choosing the selected as a the

majority of the votes. In the event of a tie, the election is decided by drawing lots, if

not otherwise decided by the meeting before elections are held.



The first subparagraph shall not apply, unless otherwise provided by this Act,

Act (2004:297) on banking and finance law or the statutes.

As regards the decisions referred to in paragraphs 14 and 15, however, the statutes

only stipulate conditions that go beyond that provided in these

paragraphs. Act (2004:318).



paragraph 14 of the decision to change the statutes is to be taken by the general meeting. Decision

is valid if all eligible voters have United themselves about it.

The decision is also valid, if it is taken in two successive

the following general meetings and at the latter meeting supported by at least

two-thirds of the voters or the larger majority required

in accordance with section 15.



section 15 a decision on such an amendment of the statutes under which a

Member's obligation to pay contributions to the Member Bank is increased

or to his entitlement to annual profits is being restricted is valid if the decision

at the latter meeting in accordance with section 14 of the request has been supported by at least three-quarters

by the voters.



A decision on the amendment of the statutes under which a Member

the right to the Member Bank's retained assets at its dissolution

restricted is valid, if the decision on the later meeting in accordance with section 14 of the

been advised by all voters. The same applies, if the change involves

a restriction of a member's right to recover contribution pursuant to Chapter 4. 1

or section 3, or means to a member resigning from the Bank is made difficult

and the amendment shall apply also to those who were members of the Bank when

the issue was decided.



A decision amending the statutes in the case referred to in

the first and second subparagraphs shall not be applied against a member who does not

have agreed to the change and who says up to exit from

Member Bank within one month of the final decision was taken

or, if the decision was made by the Council, from the Member

was informed of the decision. In such a case, the Member, regardless of

what the Constitution prescribes, withdraw from the Bank at the end of the

fiscal year ending no earlier than one month after termination. At

the withdrawal has the right that a member resigning Member was under 4

Cape. Article 1, first and second subparagraphs.



section 16 a decision amending the Statute shall forthwith be notified

for registration since the amendment has been approved. The decision may

not be enforced until registration has taken place.



Decisions involving the reduction of the Member the amount

or other relief from the members ' effort obligation under

the statutes shall not be enforced until one year after the

the registration.



A decision to impose or modify such provision to the

the statutes referred to in Chapter 2. paragraph 4, second subparagraph, shall take effect at

the beginning of the fiscal year that begins after the decision.

Has the decision at that time not recorded, shall be

Amendment of the statutes lack effect.



The Management Board shall, by the first ordinary general meeting

After the decision had the effect put forward proposals on

the necessary consequential amendments of the statutes relating to the operation of

which each Member must participate in the Member Bank. Act (2004:318).



section 17 of the general meeting must not take decisions that are intended to provide

unfair advantage to a member, or anyone else, to the detriment of the

member bank or other Member.



section 18 If a decision of the general meeting have not come to the

properly or is otherwise contrary to this Act;

Act (2004:297) on banking and finance law, law

(1995:1559) on the annual accounts for credit institutions and

securities companies or statutes, legal proceedings against Member Bank

that decision should be repealed or amended to be brought by the Member,

holders of subordinated shares, the Board of directors or a Board member.



The action shall be instituted within three months from the date of the decision. Brought

not an action within this time limit, the right of action is lost.



The action may be instituted later than what is said in the second paragraph when



1. the decision is such that it cannot legally be taken even with all

Members ' consent,



2. consent to the decision required of all or some of the members and

such consent has not been given, or



3. notice of the meeting has not happened or the provisions on

Notice that applies to the Member Bank has neglected in any

material respect.



A judgment of the general meeting's decision is annulled or amended

also applies to members and holders of subordinated units

not have brought an action. The Court may change the decision of the general meeting only

If it can be determined what content decision rightfully should have

had. Is the general meeting decisions such as under this law or

law of banking and finance law shall be notified of

registration, the Court shall notify the Registrar of

registration, if the decision has been repealed or amended by a judgment

which has become final or the right by order in

the trial has decreed that the decision of the general meeting must not be

enforced. Act (2004:318).



Article 19 if the Board would refer the Member Bank, shall

the Board shall convene a general meeting for the election of Deputies

to bring the Bank's actions in the dispute. Subpoena served on the

deputies who have been selected.



A clause in the Constitution to settle disputes between the Member Bank and

the Board of Directors, Member of the Board of Directors, liquidator, Member, marketing

the publishing unit or person entitled to vote who is not a member shall be referred

to the arbitrators, has the same effect as an arbitration agreement. If the Board of Directors

requesting arbitration against the Bank, apply the first subparagraph. Is

the question of a civil protest by the Board of Directors to the general meeting

decision, the right of action is not lost according to section 18, second subparagraph,

If the Board of Directors of the klandertid listed there have called for

General meeting referred to in the first subparagraph.



7 a Cape. Revision



The number of Auditors and how they are appointed



§ 1 the member banks must have at least one auditor. The auditor is elected by the

the annual general meeting. If the Bank should have more auditors, in

the statutes state that one or more of them, though not all,

shall be appointed by means other than election at the meeting.



The Office of public accountant ceases at the end of the first

the annual general meeting held after the year of appointment.



The statutes may provide that the Office of auditor shall apply

for a longer time than provided for in the second subparagraph. The mission shall

However cease no later than the end of the ordinary general meeting

held during the fourth financial year after that in which the auditor

was appointed.



The general meeting may appoint one or more deputies.

The provisions of this law and the law (2004:297) on banking and

financing business in respect of Auditors applies in

applicable parts of Deputies. Law (2010:840).



1 a of the Office of auditor of a member bank, whose

securities are admitted to trading on a

regulated market, shall be not more than seven consecutive years.



Anyone who has been an auditor of the Bank for seven years under the first

subparagraph shall not participate in the audit, unless at least two years,

Since he or she left the audit engagement.

Law (2009:571).



Medrevisor




section 2 of each person entitled to vote of a member bank has the right to propose

the Swedish financial supervisory authority is requested to an accountant

(medrevisor) are appointed to participate in the audit, together with the

other auditors. The proposal shall be submitted to a general meeting

where auditors shall be carried out or where the proposal according to the notice

to the general meeting. The financial supervision authority shall, on the

the request of a person entitled to vote after consulting the Bank's

the Board shall appoint an auditor for the period up to and including regular

meeting during the next fiscal year, if the proposal is assisted by at least

one tenth of all eligible voters, or one third of the

present entitled to vote.



Holders of subordinated shares can request of the Board to a

medrevisor is appointed. Is requested by the holder, representing

subordinated debentures to a total amount equivalent to at least one

tenth of the total paid-up capital contributed, shall

the Board of directors within two months to make the production of

The financial supervision authority that an medrevisor is appointed. Neglecting this

Each holder of a debenture share do such

the production. Act (2004:318).



Oberörighetsgrunder and skills requirements



section 3 of The who is bankrupt or has a business or

that has managers under Chapter 11. 7 § parental code must not

to be an auditor of a member bank.



Only those who are authorized or approved auditor may be

an auditor of a member bank.



An accountant should have the insight and experience of accounting

and economic conditions with regard to the nature and

the scope of the Bank's activities required for the Mission's

full disclosure.



The auditor may also be designated a registered firm.

Rules on who may be responsible for the audit

When an audit firm appointed to be an accountant and if

duty to notify, see section 17 of the Auditors Act

(2001:883). the provisions of paragraph 1 (a) of the Mission's duration and

ban for some time to participate in the audit, section 5 of his disqualification,

section 19 of the right to be present at the general meeting and chapter 13. section 10 of the Act

(2004:297) on banking and finance law if

reporting requirements apply to the principal.

Law (2009:571).



4 § in a member bank must at least an auditor appointed by the general meeting

be a certified public accountant. Team (2013:230).



Conflict of interest



§ 5 in a member bank may not be the auditor



1. is a member of the Board of the Bank or its subsidiaries or

delegate in the Bank or advises on bank accounts or

asset management or the Bank's control over



2. is an employee of the Bank or in any other way is taking a

subordinate or dependent persons to the Bank or to the

someone referred to under 1 or works in the same company as the

the professional advising bank during posting or

funds or the Bank's control over



3. are married or cohabiting with or sibling or relative in

the right ascending or descending line to a person referred to in

1 or is besvågrad with such a person in the correct up-or

descending line or so that one is married to the other's

sibling, or



4. is in debt to the Bank or other companies in the same

group or obligations of the Bank or a

such companies have set the security.



The program under this section is not competent to be an accountant

may not be an auditor of a subsidiary of the Bank.



One auditor, the audit does not hire anyone under

This clause is not eligible to be an auditor. The Bank has

employees or delegates tasked with exclusively or

mainly look after the Bank's internal audit, the auditor may, however,

employ these to the extent it is consistent with good

generally accepted auditing standards. Law (2006:403).



Early retirement



section 6, a mission that the auditor of a member bank ceases prematurely,

If



1. the Auditor reports to the mission to cease, or



2. the appointment of the Auditor by dismissing him or her

on objective grounds and reports that the mission must cease.



The notification referred to in the first subparagraph shall be made to the Board. If a

auditor who is not elected at the AGM would resign, the auditor

report it also in the who has appointed him or her.



An accountant whose mandate expires prematurely shall immediately notify

this to the Registrar for registration.

The auditor shall, in the notification report for

the observations made at the review that he or she has

during the part of the current financial year as

the Mission has included. For registration apply what

provided for in paragraphs 14 and 15 of the auditor's report. A copy of the

the notification shall be sent to the Member Bank's Board of Directors.



If an auditor's mission is terminated prematurely, the auditor and the

who has appointed auditor shall notify the registration authority

If the reason for this. Law (2009:571).



section 7 If an auditor's mission ends prematurely, or if

the provisions of paragraphs 3 to 5 or the provisions of the statutes prevents

him or her to be an accountant and there is no

alternate member, the Board shall take steps to a new auditor

be appointed for the remaining term of Office. The financial supervision authority may,

If there are special reasons, permit a new auditor is appointed by the

the next ordinary general meeting. Act (2004:318).



Corrigendum to:



section 8, the Board shall, without delay, the correction is done through

the one who appoints an accountant, make reporting to the FSA on



1. such an auditor referred to in paragraph 4 is not appointed,



2. an auditor is unauthorized under the first or second subparagraph

or section 5 or in accordance with the statutes, or



3. a provision of this Act or the bylaws, if the number of

Auditors have been infringed.



Each one can make the notification referred to in the first subparagraph.



Provisions on the FSA's ability to achieve

rätttelse see Chapter 15. Act (2004:297) on banking and

financing business. Act (2004:318).



The Auditors ' tasks



§ 9 the auditor of a credit union shall, to the extent

follow the generally accepted auditing standards, the Bank's annual report and review

the accounts and the Board's management.



If a member bank's parent company (the parent bank),

the Auditors also review the consolidated financial statements and

Group companies ' relationships in General.



Auditors who are appointed by any other than the FSA

shall comply with the specific regulations issued by the general meeting,

If they are not contrary to the law, the statutes or generally accepted auditing standards.

Act (2004:318).



9 a of the Auditors shall report to the Audit Committee of

important circumstances as revealed by the audit. This

is especially true for shortcomings in the Member Bank's internal control

of the financial reporting.



In the cases referred to in Chapter 6. 4 a of the second paragraph, the Auditors

rather than report to the Board. Law (2009:571).



9 b of the Auditors should



1. If there is any circumstance that could significantly disrupt the

confidence in their impartiality or independence,

consult with the Audit Committee on this relationship and what

measures have been taken,



2. the Audit Committee annually submit a written

Declaration of impartiality and independence, and



3. the Audit Committee annually disclose what other

non-audit services they have provided

the Bank.



In the cases referred to in Chapter 6. 4 a of the second paragraph, the Auditors

rather than turn to the Board. Law (2009:571).



Provision of information, etc.



section 10 of the Board of Directors of a member bank shall provide the Auditors with the ability

to enforce the review to the extent that these finds

necessary, and provide the information and the help they

request. The same obligation applies to company management and

the Auditors in a subsidiary vis-à-vis the Auditors in

the parent bank. Act (2004:318).



The audit report



11 § Since the Auditors of a member bank completed the review process,

They shall write a reference to the auditor's report on

the annual report and, in a parent bank, on the consolidated financial statements.

Auditors find that the balance sheet or income statement

should not be defined, they shall record that too. In a

the parent bank the same applies as regards the consolidated balance sheet and

the consolidated income statement. Act (2004:318).



12 § the auditor of a member bank shall, for each fiscal year

submit an audit report to the annual general meeting. Report shall

submitted to the Bank's Board at the latest two weeks prior to the

the annual general meeting. The Auditors shall, within the same time to

the Board return the accounting documents

submitted to them. Act (2004:318).



12 a of the introduction of the audit report must indicate

If



1. the Bank's business name and registration number,



2. the financial period to which the audit report refers to, as well as



3. the norm system of accounting that it has

applied.



The audit report shall be signed by the Auditors and

indicate the date the audit was completed.

Act (2004:977).



12 (b) of the Auditors ' report shall specify which or

the standard system of revision that the Auditors have applied.



Where appropriate, the audit report also indicated



1. If an auditor in a matter that is dealt with in the

the audit report has a meaning different from its registered

or other auditors,



2. If the audit scope, approach or scope is limited,

or



3. If the Auditor considers that it lacks sufficient information to

make any statement according to section 13, 14 or 16. Act (2004:977).



paragraph 13 of the report shall include a statement

whether the annual accounts have been prepared in accordance with

Act (1995:1559) on the annual accounts for credit institutions and

securities companies. In the Declaration, in particular the




1. If the annual accounts give a true and fair view of the Bank's

results of operations, and



2. If the statutory Administration report is consistent with

other parts.



The annual report does not contain any such information to be

under that law, auditors shall state this fact and, if

It is possible, please provide the necessary information in its story.

Act (2004:977).



section 14 Of the auditors during their audit found that one

Member of the Board of Directors has undertaken any action or

guilty of any misconduct, which may lead

liability for damages, it shall be noted in the story.

The same applies if the Auditor during the audit has found that a

Board member in any other way acted in contravention of this Act;

Act (1995:1559) on the annual accounts for credit institutions and

securities companies, Act (2004:297) on banking and

finance law or against the rules.



The report shall also include a statement of

discharge of the members of the Board. The Auditors

the rest of the story can also make note of the information provided by the

would like to notify members. If the annual report contains

information relevant for the information, shall

the Auditors refer to the data. Act (2004:977).



section 15 of the audit report, it should also be noted if

the auditors found that the Bank has failed to fulfil its

obligation



1. to make the tax credit under the tax procedure law

(2011:1244),



2. to submit a tax return in accordance with chapter 26. section 2 or 37

Cape. section 4 of the tax Procedure Act, or



3. to timely pay taxes, fees and charges referred to in 1

and 2.



If the audit report contains a note about the Bank

has not fulfilled any obligation referred to in the first

subparagraph, the Auditors shall without delay send a copy of it to the

The Swedish tax agency. Law (2011:1378).



section 16 of the audit report must contain specific statements

fixing the balance sheet and profit and loss account as well as

If the proposal for the appropriation of the Bank's profits

or loss that has been presented in the directors ' report.

Act (2004:318).



Consolidated auditor's report



section 17 of the parent bank auditors shall make a special

the auditor's report in respect of the group. Then, 12-14 and

16 §§ apply. Act (2004:318).



Erinringar



18 § Erinringar as auditor of a member bank produces

to the Board of Directors and have not been included in the

the auditor's report, the note in a protocol or

any other document. Document to be transmitted to

the Board of directors who shall preserve it in a reliable manner.

Act (2004:318).



Auditor's attendance at the annual general meeting



section 19 of the auditor of a member bank has the right to be present at the

the Bank's shareholder meetings. They are required to be present at a general meeting, if

having regard to these matters may be considered necessary.

Act (2004:318).



The Auditors ' professional secrecy



section 20 of the auditor of a member bank must not disclose

to an individual Member or third parties if such

matters which they have become aware in the performance of

their mission, though it may be to the detriment of the Bank.



Of Chapter 1. section 10 of the Act (2004:297) on banking and

finance law States that an individual's relationship to a

member bank does not improperly may be disclosed.



Liability under Chapter 20. paragraph 3 of the Criminal Code shall not follow the

that violates the prohibition referred to in the first subparagraph to provide information

If a bank's Affairs. Act (2004:318).



Auditor's disclosure



section 21 of the Auditors are required to



1. the general meeting provide all information to the meeting request, on the

It would not be of significant harm to the Bank or to the

significant inconvenience to the individual,



2. for medrevisorer, the lay auditor, Inspector referred to in

section 23 of the new auditor and, if the Bank is declared bankrupt,

liquidator shall provide the information required on the Bank's

Affairs, as well as



3. on request, provide information about the Bank's Affairs to

-patient basis during preliminary investigation in criminal cases.



Provisions on auditor reporting obligations to

The Swedish financial supervisory authority, see Chapter 13. section 10 of the Act (2004:297) om

banking and finance law. Act (2004:318).



Registration



section 22 A member bank must notify Enrollment who have

appointed as the auditor and, if the auditor is a registered

accounting firm, who is in charge of the audit.



The notification shall indicate the auditor's postal address. If

mailing address differs from the auditor's domicile, shall also

domicile is specified. The notification shall further contain an indication of the

the auditor's social security number or, if there is none, the date of birth.

If the auditor is a registered public accounting firm, the company's

the routing number is specified.



Notification shall be made for the first time when the Bank under Chapter 2. paragraph 5 of the

is reported for registration and then immediately after any

change has occurred in a relationship that has been notified, or

shall be notified for registration.



Right to notify the notification applies.

Act (2004:318).



Reviewer



section 23 of each person entitled to vote of a member bank may Institute proposal

the financial supervision authority shall appoint examiners for special

review of the Bank's management and the accounts under certain

elapsed time, or certain actions or situations in

the Bank. The proposal will be presented to a regular general meeting

or at the general meeting in which the matter should be dealt with according to the notice.

The financial supervision authority shall, at the request of a person entitled to vote and

After consulting the Bank's Board of Directors to appoint one or more

reviewer, if the proposal is assisted by at least one-tenth of all

persons entitled to vote or one-third of those present

persons entitled to vote.



In a member bank may request the holder of shares in publishing

the Board of Examiners shall be appointed. Is requested by the holder

represents the publishing operations for a total amount

equivalent to at least one tenth of the total paid-up

capital contributed, the Board shall within two months

petition filed with the financial supervision authority. Neglected this may

Each holder of a debenture share make such a request.



What is being said about the Auditor in paragraph 3 of the first and fourth paragraphs, 5,

10, §§ 19-21 also apply in the case of reviewers. The one that is

a minor may not be examiners.



Opinion on the review shall be delivered to the meeting. The opinion

shall be kept available at the Bank for at least a week before

the meeting for the Member or other person entitled to vote and shall forthwith be sent

to each of those who request it. The opinion shall also

be presented at the meeting. Similarly, the opinion shall be

available for and sent to holders of subordinated units,

If the reviewer has been appointed at the request of such holders.

Act (2004:318).



7 (b). General review



Lay auditor



(1) unless otherwise provided in the Constitution, may, in a

member bank designated one or more persons (lay Auditors)

to carry out such a review referred to in paragraph 4. Act (2004:318).



2 § For a lay public accountant, one or more alternates

be appointed. The provisions of this law if the lay auditor shall, in

mutandis, to substitute. Act (2004:318).



paragraph 3, the provisions of this law if the Auditors do not apply

on the lay Auditors. Act (2004:318).



Lay the auditor's tasks



4 § Lay the auditor shall examine the Bank's activities are managed

in an expedient and from an economic point of view

and if the Bank's internal control is

sufficient. The examination shall be as detailed and comprehensive

as a good practice in the conduct of this kind of review requires. Act (2004:318).



5 § Lay the auditor shall follow the instructions of the

the meeting, if they are not contrary to the law, the statutes or good manners.

Act (2004:318).



6 § Lay the auditor shall, after each fiscal year, submit a

audit report to the annual general meeting. Provisions on the report

content and the time when it shall be reported to the company's

Board of Directors, see section 14. Act (2004:318).



7 § Lay the auditor must not sign such

audit report referred to in 7(a). section 12. Act (2004:318).



Provision of information, etc.



section 8, the Board shall give the lay auditor time to implement

the review to the extent lay the Auditor considers

necessary, and provide the information and assistance that

lay the auditor requests.



The same obligation, the company management, auditors and

lay the Auditors in a subsidiary vis-à-vis

lay the auditor of the parent bank. Act (2004:318).



How the lay auditor is appointed



9 § lay auditor is elected by the general meeting, unless the statutes

contains provisions relating to the latter shall be appointed in any other way.

Act (2004:318).



Obehörighetsgrunder



10 § whoever is a minor or is bankrupt or has a

disqualification or trustee under Chapter 11. 7 §

parental code must not be the lay Auditors. Act (2004:318).



Conflict of interest



section 11 of The auditor who shall not be a lay



1. is a member of the Board of the Bank or its subsidiaries or

delegate in the Bank or advises on bank accounts or

asset management or the Bank's control over



2. is an employee of the Bank or in any other way have a

subordinate or dependent persons to the Bank or to the

someone referred to under 1 or works in the same company as the

the professional advising bank during posting or

funds or the Bank's control over



3. are married or cohabiting with or sibling or relative in

the right ascending or descending line to a person referred to in

1 or is besvågrad with such a person in the correct up-or

descending line or so that one is married to the other's


sibling, or



4. is in debt to the Bank or other companies in the same

group or obligations which the Bank or such

companies have set the security for.



What is said in the first paragraph 4 applies only if the debt

or safety goes beyond what is normally associated with

membership in the Bank.



The program under this section is not competent to be

lay auditor must also not be lay auditor in a

subsidiaries of the Bank. Law (2006:403).



Employment of counsel



section 12 of The lay auditor may audit do not hire someone

as under section 11 is not competent to be the lay Auditors. Has

Bank employees or delegates tasked with exclusively

or mainly look after the Bank's internal audit, may

However, the lay auditor engage these to the extent

compatible with fair dealing. Act (2004:318).



Lay the auditor's resignation



section 13, a mission that lay auditor ceases

lay the auditor or the appointed lay Auditor reports

the mission must cease. Notification shall be made to the Board.

If a lay auditor who is not elected at the meeting want to resign,

He or she shall report it also with the appointed

the auditor. Act (2004:318).



Lay the auditor's review report



section 14 of the audit report shall be submitted to the Board of Directors

at least two weeks before the annual general meeting.



The report will lay the auditor express an opinion on such

conditions referred to in paragraph 4 and on such conditions as he

or she has been required to review under section 5. A

lay auditor who finds cause for complaint against any

Member of the Board of Directors shall indicate this in the report and leave

an indication of the reason for the complaint.



A layman's auditor in the audit report may leave other

information which he or she believes that members and

holders of subordinated shares should be aware of.

Act (2004:318).



section 15 of a member bank shall review report be held

available to and be sent to the members and holders of

subordinated units in the same manner as set out in Chapter 7. paragraph 8 of the fourth

subparagraph, and shall be presented at the meeting. Act (2004:318).



Lay the auditor's attendance at the general meeting



section 16 of the Lay auditor is entitled to attend the general meeting. He

or she is required to attend if given the

cases may be considered necessary. Act (2004:318).



Lay the auditor's professional secrecy



17 § Lay the auditor must not disclose to a

individual Member or third party on such matters as

He or she has become aware of when he or she fulfils the

their mission, though it may be to the detriment of the Bank.



Of Chapter 1. section 10 of the Act (2004:297) on banking and

finance law States that an individual's relationship to a

member bank does not improperly may be disclosed.



Liability under Chapter 20. paragraph 3 of the Criminal Code shall not follow the

that violates the prohibition referred to in the first subparagraph to provide information

If a bank's Affairs. Act (2004:318).



Lay the auditor's disclosure



section 18 of the Lay auditor is obliged to submit to the general meeting all

information meeting requests, whether it would not be to the

substantial detriment to the Bank or to the significant inconvenience to

individual. Act (2004:318).



section 19 of the Lay auditor is obliged to provide auditor, other

lay auditor, Inspector referred to in 7(a). section 23 and, if

the Bank has been declared bankrupt, the trustee in the

information about the Bank's Affairs.



Lay auditor is also required to provide on request

information on the Bank's Affairs to

-patient basis during preliminary investigation in criminal cases.

Act (2004:318).



Registration



section 20 of The member bank shall notify registration who has

been appointed lay Auditors.



The notification shall contain information about the lay Auditors

postal address. If the mailing address differs from the lay Auditors

residence, habitual residence shall also be specified. The notification shall further

include the social security number lay auditor or, if

absence thereof, date of birth.



Notification shall be made immediately after the lay auditor has

appointed and then immediately after any change has

occurred in the relationship that has been notified or to be notified of

registration.



Right to notify the notification applies.

Act (2004:318).



Chapter 8. Surplus distribution and other use of the

Member Bank's property



section 1 of the Member Bank's funds may be paid to members only

the form of the excess dividend, refund of member contributions under

Chapter 4, the reduction in the payout amounts and Member

distribution at the Bank's liquidation.



With excess dividends referred to in this law



1. compensation in the form of bonuses or similar based on

operating profit without having counted in reported annual results,

and



2. dividends from the reported annual results in the form of

Member refunds or otherwise (of profits).



The statutes shall provide for the use of

retained assets at liquidation of the member bank follows Chapter 2. 4 section.



section 2 of the Dividends shall not exceed that which in the

approved balance sheet and, in the case of a member bank that is

the parent company, in the consolidated balance sheet of the

last fiscal year, reported that the Bank's or the Group's

restricted equity after deduction of



1. the amount to be reserved by law or the statutes

to the restricted equity or, in the case of a bank which is

the parent company, the amount of the free equity in

the group, according to the annual accounts of companies in this

shall be transferred to the capital, and

2. amounts otherwise according to the statutes shall be used for any

purpose other than dividends to members. Act (1997:915).



2 a of Such amounts under section 2 may be subject to

distribution of profits shall be transferred to Member efforts through

bonus issues. Act (1997:915).



paragraph 3 of the Remedies referred to in paragraph 1, second subparagraph 1 shall not be granted in

further extent than that prescribed provision may be made to the reserve fund.



Excess dividends may not be done with so much money that the dividend

with regard to the Member Bank's or the Group's consolidation requirements,

liquidity or other status is contrary to honest practices in industrial or commercial matters.



4 § remedies and such dividend calculated in

relation to the extent to which someone has participated in

Member Bank's operations or otherwise taken this space

may be provided to other than members.



Dividend calculated otherwise than in relation to the

the extent to which any member bank participated in

activities or otherwise taken the space must also be provided

to holders of subordinated units and to leaving a member of

relation to arrears of contributions. Act (1997:915).



§ 5 General Meeting decides on dividend of surplus. The sheep

instruct the Board of Directors to decide on remedies. The general meeting may

do not decide on the distribution of larger amounts than the Board has

proposed or approved.



section 6 Of the statutory reserve shall be disposed of at least ten percent of the

some of the Member Bank's net profit for the year that are not needed

to cover a balanced loss. At the allocation to

the reserve fund shall be to the net profit also includes remedies.

The statutory reserve amounts to at least thirty per cent of the Bank's

capital need such allocation to the reserve fund

referred to in this paragraph does not take place.



The reserve fund shall be allocated the amount

1. a member upon termination of Member Bank must not back off their

efforts,



2. publishing shareholders aren't getting out on exercise of a

the publishing operation,



3. According to the statutes shall be allocated to the reserve fund,



4. pursuant to the decision of the general meeting shall otherwise be carried over

from there to the balance sheet reported equity free

the reserve fund.



The reserve fund, in accordance with the decision of the general meeting be reduced

only to cover such loss according to the adopted

the balance sheet that cannot be covered by capital.

Act (2004:318).



section 7 of the payment is made to a member or someone else in the battle

against this Act, the beneficiary shall pay back what he

received with interest calculated in accordance with paragraph 5 of the interest Act (1975:635)

from the time the payment is received until a higher

interest shall be paid in accordance with paragraph 6 of the interest act resulting from 3 or

paragraph 4 of the same law. However, this does not apply if the recipient had reasonable

reason to suppose that the payment constituted legal

surplus dividend.



For the shortage resulting from the repayment is responsible according to

11 kap. 1-5 of those that helped to decide whether or

execute the payment, or to establish or

establish a false balance sheet on the basis of which

the decision. Act (2004:318).



§ 8 General meeting may decide on gifts to public or

Thus the equivalent purpose, if, having regard to the purpose,

Member Bank's position and the circumstances in General can be considered to

reasonably. The Board of Directors may for such purposes use only assets

in the light of the Bank's position is of minor importance.



Chapter 9. Liquidation and dissolution



Voluntary liquidation



§ 1 the general meeting may decide that the Member Bank shall enter into

liquidation.



A winding-up order is valid only if all

voters joined the decision or this has been taken on

two consecutive general meetings and at the latter meeting been assisted

by at least two-thirds of those voting. Further conditions of

that decision shall be valid, provided for in the statutes.


The liquidation is exercisable immediately or such later date as the meeting

decides.



A winding-up order, however, can always be taken by simple

majority, in the case of a decision under section 19 or

If there is a basis for an order for compulsory winding-up under section 2 or 4. If equal

votes comprise the meeting believe that the President

assists. A winding-up order under this paragraph have immediate

effect.



1 a section Of the Board of Directors of a member bank receives or prepares a proposal for a formal decision about liquidation under section, the Board shall notify the resolution authority (national debt) and financial supervisory authority on the proposal.



If the Member Bank is placed in the resolution or the Swedish national debt Office informs the Board that the Member Bank shall be placed in the resolution, notice of a general meeting where the issue of liquidation of the Member Bank shall be considered not to be issued. Law (2015:1025).



Compulsory liquidation



section 2 If the number of members going down below the lowest number

provided in Chapter 2. paragraph 1, the Management Board shall, as soon as possible to

the general meeting may refer the question whether the Member Bank shall take

in liquidation. Entering not a sufficient number of members within the

three months after the number of declined during the prescribed

minimum number of, the Board of Directors, unless the General Meeting resolves to

Member Bank shall enter into liquidation, with the right to apply to

Member Bank goes into liquidation. Such an application may also be made

of a Director, an accountant, a member or holders of

debenture interest. A notification to the right if the same conditions can also

be made by the financial supervision authority.



The application or notification is made in accordance with the first subparagraph, prescribes the right

the Member Bank shall enter into liquidation, if it is not under

handling of first instance demonstrated that the prescribed

lowest member number has been reached.



section 3 Of the members of the Management Board is failing to fulfil its obligations

pursuant to article 2 of the first paragraph, they answer and others with knowledge of the

This failure to act on behalf of the Member Bank jointly and severally liable for

the obligations incurred by the Bank. A Board Member escapes

However, responsibility, if he proves that the failure is not due to

neglect of him. Joint and several liability for the obligations

incurred for the Bank shall arise also for those members with

knowing that the Bank is obliged to go into liquidation under paragraph 2 of

the first paragraph still participates in the decision to continue the Bank's activities.

Accountability under this section does not apply to obligations

incurred since winding-up matter has been referred to the Court's

examination or then a sufficient number of members have entered

After the time specified in paragraph 2 of the first paragraph.



section 4 of the Swedish companies registration office shall decide that the Member Bank shall go in

liquidation, if state banking has

revoked without the Bank instead received permission to

push the other licensed financial movement. Decision

must be taken as soon as practicable, but not later than

the day after the application for liquidation came in to

The companies registration office.



The right to decide that the Member Bank shall go into liquidation,

If



1. the Member Bank's motion not opened within one year from the date of its

formation, or



2. the Member Bank has been declared bankrupt and this completed

with the surplus.



A decision under the second subparagraph 2 shall be taken in the context of

to the bankruptcy ends.



Winding-up order shall, however, be granted if it is established

winding-up basis has expired during the

proceedings at first instance.



A question of the liquidation in accordance with the first subparagraph or other

paragraph 1 be reviewed at the request of the financial supervision authority, the Board of Directors,

Board Member, Member or owner of a debenture share.

Team (2013:164).



4 a of A winding-up order under paragraph 4 shall be effective immediately.

Law (2011:897).



paragraph 4 (b) where an application or notification pursuant to section 2 or 4 coming in to the right or the companies registration office, the law or the articles of the work inform the national debt and the financial supervision authority on the matter.



The right or the companies registration office may not decide on liquidation, of the Swedish national debt Office has announced that the Member Bank is or should be in the resolution. Law (2015:1025).



Handling cases of liquidation



section 5, an application or a notification referred to in section 2 or section 4 of the

second paragraph 1, it shall forthwith summon the Member Bank;

The financial supervisory authority and the members and creditors who would

comment in the case to appear for court on a certain

Today, when the question of the obligation of the Bank to enter into

liquidation should be examined. The summons shall be served on the Bank, if it

can be done in any way other than according to 38 and 47 to 51 of the

procedural law (2010:1932). The right to announce the convening of

Post-och Inrikes Tidningar or at least two and not more than four months

prior to the appearance date. Law (2011:897).



section 6 of the repealed law (2013:164).



The implementation of the liquidation



paragraph 7 of The decision on liquidation shall be recorded. A

General meeting or court ordering the liquidation shall

immediately notify the decision to the Registration Committee.



The financial supervision authority shall, without delay, appoint two or more

liquidators and notify the Registrar if the

designated. The liquidator or liquidators shall enter into the Board's place and

has the task of carrying out the liquidation. Law (2011:897).



§ 8 the provisions about the Board and Board members in this

law, with the exception of Chapter 6. section 3, first subparagraph, first

the sentence, as well as in the Act (2004:297) on banking and

financing business and law (1995:1559) for annual report

for credit institutions and securities companies shall apply to

the joint liquidators, if it fails to comply with any other of this

Chapter.



A mission to be auditor ceases not by

Member Bank goes into liquidation. The provisions for revision of

4 a Cape. applies to the liquidation. In

the auditor's report shall state whether the liquidation under the

the Auditors ' opinion is delayed unnecessarily. Law (2014:562).



§ 9 When general meeting held during the liquidation shall

the provisions of this law and the law (2004:297) on banking and

financing business on the general meeting shall apply, unless

subject to the provisions of this chapter. Act (2004:318).



10 § When the Member Bank in receivership, the Board shall

immediately file a report for his management of the Bank's

Affairs during the period for which financial statements have not

previously presented at the general meeting. The account shall be

ahead of the meeting as soon as possible. The provisions on

the annual report and Auditors ' report shall apply.



If the time also covers the previous fiscal year, to be a

Special report be submitted for this year. In a member bank that is

the parent company, this special report include

the consolidated financial statements.



section 11 of the liquidator or liquidators shall apply for the notice of the Member Bank's

unknown creditors.



section 12 of the liquidator or liquidators shall, as soon as it can be done through the sale of

public auction or in any other appropriate way transform

Member Bank's assets to money, to the extent necessary for the

liquidation, and pay the Bank's liabilities. The Bank's motion,

be continued, if needed for a proper settlement or for

employees shall have reasonable time to obtain new

employment.



paragraph 13 of the joint liquidators shall, for each fiscal year, submit a

annual report, to be presented at the annual

the general meeting for approval. In terms of their respective

accounting and its treatment of the meeting does not apply 7

Cape. 5 section 1 and 2 of this Act. Provisions of 5

Cape. 20, 37-44 and 48 sections and Chapter 6. section 2, first paragraph

annual accounts Act (1995:1554) and Chapter 2. section 1, Chapter 5. section 2 of the

4 and 6 chap.. 2 and 3 of the Act (1995:1559) on the annual accounts of

credit institutions and securities companies need not be

applied.



In the balance sheet, the equity up to a record.

The balance sheet shall indicate:

start-up capital, where appropriate divided into

Member input capital and subordinated capital.



An asset may not be taken up at a higher value than the

calculated yield after deduction of selling expenses.

If an asset can be calculated yield a substantially higher

amount than the value that is entered in the balance sheet

or if for a debt or a liquidation cost can

is expected to go to an amount that substantially deviates from the

reported the sale or liability, it shall be calculated

the amount is specified in the asset-or marketing or

debt record. Law (2015:819).



section 14, at the invitation of unknown creditors appointed

registration period has expired and all known debts have been paid,

the liquidator or liquidators shall shift the Member Bank's retained assets. If

There is a dispute about any amount of debt, or if the amount of the debt is not

due for payment or for any other reason cannot be paid, shall

so much of the Bank's funds that may be needed for this payment

be retained and the remainder is shifted.



The members or debenture holders of shares who want to blame

parcel shall refer the member bank within three months of

the final report was presented at the general meeting.



If a member or holders of a debenture share does not within five years

After the final report was presented at the general meeting has

signed up for lifting what he has received at the end of the year, he has

lost his right to this. If the funds are calling in relation to

they shifted assets, the Court may on notice of the liquidator or liquidators


order that the funds shall accrue to the Swedish Inheritance Fund. Otherwise,

section 17 shall apply.



15 § When the joint liquidators have completed their mission, they shall so

soon it may be releasing a final account of their management by

a management report relating to winding up in its entirety.

Report shall also include a statement of the end of the year.

The accounts for the entire liquidation period shall be annexed to the

the story. The narrative and accounting documents shall be submitted

to the Auditors. These shall, within one month, then make a

audit report of final accounts and management for

the liquidation.



After the audit report has been submitted to the liquidator or liquidators

They shall immediately call members at a general meeting of

review of final accounts. Final accounts with the attached

the annual report and the Auditors ' report shall be kept

available and sent to the members and holders of

subordinated units in accordance with the provisions of Chapter 7. section 8, fourth paragraph, and

be presented at the meeting. The provisions of Chapter 7. 5 section 3

and the third paragraph of the decision of the general meeting, on the discharge for the

the members of the Board shall apply to the joint liquidators.



16 § When the joint liquidators submitted final accounts are

Member Bank dissolved. This shall be notified immediately to the

registration.



One tenth of all persons entitled to vote may request in

the joint liquidators to a general meeting called in to

treat a case of actions shall be instituted under Chapter 11. section 6.

Act (2004:318).



section 17 if, after the Member Bank's resolution according to section 16 turns out

It has assets or if proceedings are instituted against it or if it

any other cause arises from the need of a liquidation operation, shall

the liquidation continued. This shall immediately be notified by the

the joint liquidators for registration. Notice of first

the general meeting after resumption shall be issued in accordance with

the statutes. In addition, written notice of meetings shall be sent to each

Member whose mailing address is known to the Member Bank.



section 18 where a member bank in receivership because of

the general meeting's decision, the general meeting then the Auditors delivered

opinion may decide that liquidation shall cease and the Bank's

operations are resumed. Such a decision shall not be adopted,

If there is reason for liquidation because of this law

or statutes, or if distribution has taken place.



When the decision referred to in the first subparagraph shall be made, the Board of Directors

at the same time can be selected.



The General Meeting decision of liquidation termination and choice

the joint liquidators of a Board shall immediately notify the

the Registrar for the registration. The decision shall not

executed until the FSA authorised to

This and the registration has taken place. The financial supervision authority shall

notify the registration authority of its final

decision.



If a winding up order referred to in paragraph 1, 2 or 4 has been

repealed by a judgment or a decision which has become final

force, the joint liquidators shall immediately report this to the

registration and call for a general meeting for the election of

the Board of Directors.



When liquidation has been terminated under this section, section 15

applied. Act (2000:820).



Bankruptcy



Article 19 where a member bank has been declared bankrupt and this

terminated without excess, is the Bank dissolved after bankruptcy

ends.



Where the Member Bank is liquidated when it was declared bankrupt,

should the liquidation be continued under section 17, if the bankruptcy

end with a surplus. Law (2011:897).



section 20 If a member bank is declared bankrupt, the District Court shall send

a notice of the order to the Registrar of

registration.



During the bankruptcy proceeding, represented the Bank as bankrupt by the Board

or the liquidators who are at the start of a bankruptcy. Even during

bankruptcy, however, the provisions of this law concerning the right to resign, if

dismissal and if replacement.



When a bankruptcy has been discharged, the District Court shall immediately inform

the registration authority for this for registration and indicate whether

surplus exists or not. The District Court shall also for registration

inform the Registrar when a superior court by order

res judicata have reversed a decision to suspend the Member Bank

in bankruptcy. Act (2000:820).



Appeal against the decision on liquidation



section 21 of the General Board's decision in a case under paragraph 4 of the first

paragraph may be appealed to the District Court of the place where the

Member Bank's Board of Directors has its seat. The appeal shall be

submitted to the SCRO within three weeks from the date of the decision.



In an appeal case law (1996:242) if

Court cases. Law (2011:897).



10 Cape. Fusion and redemption of shares in subsidiaries



Merger by absorption



section 1 under a fusion, a member bank (the

transferring Bank) go up by another member bank (the

acquiring bank). Such a merger means that the members of the

the Bank being acquired become members of the acquiring bank

and that the assignor Bank, on being dissolved without going into liquidation and

to its assets and liabilities taken over by the takeover

the Bank. To the agreement shall be valid, it must be approved

of the general meeting of the Bank. Fusion can take place

Although the transferring Bank in receivership. In a

such a case, the liquidation is completed when the permit to

the merger under section 5 has been registered.



Fusion may be made only if the member banks have the same

accounting currency.



The following documents shall be kept available for the

persons entitled to vote, members and holders of subordinated units

in the transferring member bank for at least a week before the

General meeting at which the question of approval of

the merger agreement shall be processed and presented at the meeting:



1. proposal for a decision of the general meeting,



2. the merger agreement,



3. a statement of the Board of Directors of the circumstances that can

be of importance to the assessment of the proposal's suitability for

Member Bank and depositors,



4. the opinion of the Auditors of the Board's statement

According to the 3, and



5. a copy of the annual report of the Member Bank takeover

for the most recent fiscal year, provided with a note on

the general meeting's decisions regarding the Bank's profit or loss,

as well as a copy of the Auditors ' report for the same fiscal year.



The transferring member bank's annual report does not

treated at the meeting referred to in the third subparagraph or have

the acquiring bank's annual accounts for the last

fiscal year not treated at a general meeting of shareholders of the Bank, shall

instead of the documents referred to in the third paragraph 5

the following documents shall be made available and presented in the

first general meeting in accordance with the third

paragraph:



1. a copy of the Member Bank's last annual report, provided

with the note about the general meeting decisions of the Bank's profits

or loss, as well as a copy of the audit report for the year

the annual report refers to,



2. a signed statement of the events of

essential to the Bank's position which has occurred

After the annual report has been submitted, as well as



3. the Auditors ' opinion on the Board's statement 2.



Documents shall immediately be sent to each person entitled to vote,

a member or holders of a debenture share who request it and

provide their postal address. Act (2000:45).



Merger by combination



section 2 under a merger, two or more

member banks (the transferring banks) are United by forming

a new member bank (the acquiring bank). Such a fusion

means that the members of the merged banks will be

members of the new Bank and the transferring banks

, on being dissolved without going into liquidation, as well as to the new Bank takes over their

assets and liabilities. The agreement, to be valid

be approved by the general meeting of each of the transferring member bank.

The provision in article 1, first subparagraph, fourth sentence

applied.



Fusion may be made only if the member banks have the same

accounting currency.



The documents referred to in paragraph 1, third subparagraph, 1-4 and fourth

subparagraph shall be drawn up for each merging member bank. The

shall be made available to the persons entitled to vote, members

and holders of subordinated shares in the merged banks

for at least a week before the general meeting at which the question

on the approval of the merger agreement. Documents

shall forthwith be sent to the voters, Member and owner

of the publishing share who so request and provide their postal address.

The documents must be presented at the meeting.



The merger agreement shall contain a proposal for the statutes of the

new Member Bank and indicate how the Board of Directors and Auditors shall

be appointed. If the transferring banks approve the merger agreement,

They shall at the same time, in accordance with the provisions of the agreement shall designate

the Board of Directors and Auditors in the new Bank. Act (2000:45).



Merger procedure



paragraph 3 of the decision approving the merger agreement is valid only

If the meeting has been assisted by nine-tenths of the

persons entitled to vote or have taken on two consecutive

meetings and at the latter meeting request has been supported by at least two

two-thirds of those voting. The statutes may provide for conditions

that goes further.



A member of a transferring member bank, who did not consent

to the merger, say up to the exit within the time limit and

under the conditions laid down in Chapter 7. paragraph 15, third paragraph.

Act (1997:915).



4 § When the merger agreement has been approved by the general meeting, shall

It is reported by the transferring member bank for registration.


If this has not happened within four months from the decision of the general meeting

or if the registration authority by a decision

res judicata has dismissed such notification or refused

registration of the contract, the question of fusion has fallen.



Obstacles to registration, if the review of the merger is in progress

or if the merger has been prohibited under the competition act

(2008:579) or legislative acts, contracts or any other decision that follows

of Sweden to the European Union.



If the merger agreement has been approved by the Council, shall

registration must contain a declaration of honour

conscience of a Board member or the managing

Director that the notification referred to in Chapter 7. section 12 of the fourth

the paragraph has occurred. Law (2008:598).



paragraph 5 of the Last two months after the agreement if the merger has

registered, as well as being acquired takeover

member banks to apply for permission to enforce the agreement.

Questions about such a condition is tested by the Swedish financial supervisory authority.

Permission to execute the merger agreement must be notified, if

the merger can be considered to be compatible with their interests

depositors of the banks concerned or in other receivables

on these banks, as well as on the merger seems appropriate

from a general point of view.



When the decision on the authorisation referred to in the first subparagraph

communicated to the Charter amendments or, in the case referred to in paragraph 2,

the newly created member bank's by-laws be approved and authorization

banking is granted.



The financial supervision authority shall notify the Registrar if

applications as referred to in the first subparagraph and if final

decisions on such applications.



Does not have the application for permission to enforce the merger agreement

made within the time prescribed in the first paragraph, or has

the application has been refused, to the Registrar explaining that

the question of fusion has fallen. Team (2013:453).



section 6, If an employee benefit plan or an employee trust belongs to the

transferring member bank, concerns about the Foundation's transfer to the

acquiring bank provisions of the Act (1967:531) if securing the

the pension commitment, etc.



7 § When a final decision on the permission to execute

the merger agreement has been registered and the necessary amendments to the

or, in the case of a merger, according to section 2 of the bylaws of the newly formed

the Member Bank has been approved and authorised to conduct banking

granted, considered the merger completion and devolution

member bank dissolved. The Bank's members then becomes

members of the acquiring bank, unless the termination has occurred

According to paragraph 3 of the second paragraph. At the same time turns the transferring

the Bank's assets and liabilities to the acquiring bank.

Act (2004:318).



Fusion between a member bank and a wholly owned limited company



section 8 where a member bank owns all the shares in a subsidiary,

can the Member Bank and company boards meet a

the merger agreement whereby the subsidiary should go up in

Member Bank. Boards should sign the agreement for

registration with the Registrar. Thereby concerning

5-7 §§ mutatis mutandis.



Fusion may be made only if the Member Bank and the company has the same

accounting currency.



The subsidiary company is dissolved when the FSA's decision on

permit referred to in section 5 have been registered.

The Registrar shall register the condition even in

the companies registry.



Fusion as referred to in the first subparagraph may be made even if in

the subsidiary is the property of the Member Bank may not

acquire. Such property must be sold within one year from the

the registration. If there are special reasons,

The financial supervision authority may extend this time limit. Team (2013:453).



Redemption of shares in a subsidiary



9 repealed by law (2005:919).



10 repealed by law (2005:919).



repealed by section 11 of the Act (2005:919).



section 12 is repealed by Act (2005:919).



repealed by law 13 (2005:919).



11 kap. Damages etc.



Board members and delegate's liability



§ 1 A member of the Board of directors or delegate, as when he or she

fulfill their duties intentionally or negligently damages

a member bank shall compensate for the damage. The same applies when

the damage inflicted by a member or any other

violation of this law, the European Parliament and of the Council

Regulation (EC) no 575/2013 of 26 June

prudential requirements for credit institutions and investment firms and

amending Regulation (EU) No 648/2012 (2014:968)

If the special supervision of credit institutions and

securities companies, the law (2014:966) on capital buffers,

applicable law on annual accounts Act (2004:297) on banking

Bank and finance law or statutes.

Law (2014:976).



The audit, auditors ' liability and lay reviewers '



section 2 of an accountant, a lay auditor or an auditor in a

the member bank is liable according to the grounds specified

in section 1. He or she shall also replace the injury intentionally

or negligently caused by an aide. In the case that

referred to in Chapter 7 a. 21 paragraph 3 and 7 (b). § 19

This Act and the second subparagraph of Chapter 3. section 1 of the Act (2009:62) if

measures against money laundering and financing of terrorism

However, the auditor will respond, lay the auditor or examiner

only for damage due to incorrect information that he or

She or an aide has had reasonable grounds to believe

were incorrect.



If a registered public accounting firm is the auditor or auditors,

It is this company and for audit or examination

principal who is liable. Law (2010:840).



Member liability



paragraph 3, a member of a member bank or a person entitled to vote who

is not a member to pay the damage that he or she

intentionally or recklessly inflicts member bank,

a member or someone else by contributing to

violation of this law, no 575/2013, the law

(2014:968) if special supervision of credit institutions and

securities companies, the law (2014:966) on capital buffers,

applicable law on annual accounts Act (2004:297) on banking

and finance law or the statutes. Law (2014:976).



Adjustment



section 4 If someone is liable in accordance with paragraphs 1 to 3,

the compensation is to be adjusted according to what is equitable having regard to the

nature of the document, the size of the damage and the circumstances.

Act (2004:318).



Joint liability



§ 5 If several shall replace the same damage, the joint and several

for damages to the extent not

liability for any of them is modified according to

4 section. What any of them have paid in compensation may be demanded

back from the others according to what is equitable having regard to the

the case may be. Act (2004:318).



Action for damages to the Member Bank



section 6, an action for damages to the Member Bank under 1-3 sections,

be brought, if the majority or a minority consisting of at least one

tenth of all persons entitled to vote at the general meeting has

assisted with a proposal to bring an action for damages or has

voted against a proposal to grant to any member of the Board of Directors

discharge. A deal on liability to

the Member Bank may meet only by the general meeting and just

provided that not one tenth of all

voters are voting against the proposal for settlement. If a

Member for actions for damages for the Bank's behalf, can anyone

settlement does not meet without his consent. An action against a

delegate for damages to the Bank, notwithstanding the foregoing

be brought by the Board of Directors. Act (2004:318).



section 7 of the persons entitled to vote representing at least one tenth of all

persons entitled to vote may bring an action for damages to the Bank. If a

entitled to vote since the court seised refrains from action, they can

other still pursue this.



The person who has brought an action is responsible for the costs but

is entitled to compensation by the Bank for the cost covered by

What brought the Bank to the consumer through the trial.

Act (2004:318).



The time for bringing proceedings



section 8 of the Member Bank's behalf against a member of the Board of

damages caused by a decision or action under a

fiscal year shall be brought within one year from the

the annual report and the Auditors ' report for the financial year

presented at the general meeting. Act (2004:318).



§ 9 the general meeting Has decided to grant discharge

or not to bring an action for damages without at least the number of

persons entitled to vote, as set out in section 6, voted against it, or have

the time for action has expired under section 8, the proceedings under 6 or

7 § still be sued, if it in the annual report or in the

the audit report or in any other way has not been provided

in essential respects accurate and complete information to the

the general meeting of the decision or the action that the action

is based on. Act (2004:318).



§ 10 the Board may, notwithstanding the provisions of sections 6 to 9 bringing a

actions for damages based on the crime. Act (2004:318).



section 11 of the action on behalf of the Member Bank under 1-3 sections, which are not

based on the crime, may not be brought against



1. a member of the Board of Directors for five years from the end of

the fiscal year in which the decision or action, that action is founded

for, taken, or being taken,



2. a delegate for the past three years have elapsed from the end of the

fiscal year in which the decision or action, as,

was taken or being taken,



3. an Auditor since five years has elapsed from the end of the

the fiscal year for which the audit report refers to,



4. the lay Auditor since five years has elapsed from the end of

the fiscal year for which the audit report refers to,



5. a special examiner for five years from the date


When the opinion of the special audit was presented at

the meeting, as well as



6. a member of the member bank or person entitled to vote who are not

Member since two years elapsed from decisions or actions

on be. Act (2004:318).



Bankruptcy bos standing



section 12 Of the Bank has been declared bankrupt after an application

made before the time referred to in section 11 has expired, the

bankruptcy proceedings pursuant to §§ 1-3 despite the fact that freedom from

liability has expired pursuant to §§ 6-9. After the end of

the time specified in section 11, such an action does not, however, be brought

later than six months from the Navy infantry. Act (2004:318).



12 Cape. Member Bank's firm



§ 1 A member bank's corporate name shall contain the word member bank.



The company shall be registered in the bank register.



If the company shall be registered in two or more languages,

each version is specified in the Bank's Statute. Act (2004:318).



section 2 of A member bank's firm shall clearly distinguish themselves from other

yet enduring firms listed in the bank register as well as from

names of foreign banking companies, which is commonly known in

Sweden.



For registration of firm applies in General as provided for in

the trade names Act (1974:156). Act (2004:318).



section 3 of A member bank's Board may adopt secondary name. The provision in the

§ 1, second subparagraph, and paragraph 2 of the firma also applies to secondary name. The word

Bank or credit union may only be used in the secondary name for

banking activities. Act (2004:318).



section 4 of the written documents, which are issued for a member bank, should

signed with the Bank's business. If the Board or other

Deputy to the Bank has issued a document without

signatory and it is not clear from its content that it

issued on the Bank's behalf, those who signed the document

jointly and severally liable for obligations under the Act such as

for private debt. However, this does not apply if the

the circumstances of the creation of the document showed that the

issued to the Bank and to which the document referred by

the Bank receives a duly signed approval of the document

without undue delay after the requested or

personal liability claim against the signatories.

Act (2004:318).



section 5 of the trade names Act (1974:156) contains provisions on the prohibition of the

use of corporate name and for waiver of business registration.

Act (2004:318).



Chapter 13. Registration, etc.



§ 1 the Registrar shall promptly announce in

Post-och Inrikes Tidningar what for member banks will be introduced in

Bank register except for the registration of the notice

According to



1. Chapter 2. section 7 if the date of proclamation of the movement's opening;



2. Chapter 9. section 20 of the District Court that the Bank had been put in

bankruptcy, bankruptcy decisions repealed or bankruptcy

been completed, and



3.10. § 5 If the merger conditions.



An announcement concerning change in a relationship that was previously

have been entered in the register shall only indicate the species.

Act (2004:318).



section 2 of the member banks have been introduced in the bank register

shall be deemed to have come to a third party, if it has

published in the Gazette under section and it doesn't

in the circumstances, it appears that the third party neither knew

or ought to have known it as published. Act (2004:318).



3 § If an applicant for the notification for registration have not been followed

What is stipulated on the notification, the financial supervisory authority

order the applicant to submit its observations within a period of time or make

correction. The same applies if the registration authority finds

a decision, which is reported for registration and for whose

validity of the FSA's approval is not required, or

a document annexed to the notification



1. have not come to properly,



2. content violates this law or other

Constitution or statutes, or



3. in any important respect, has an unclear or

misleading terms.



If the order is not complied with, the matter of registration

written by. An indication of this penalty shall be taken into

the injunction. If the opinion has been provided but it still

There are obstacles to registration, the applicant shall be given the opportunity to

comment on the obstacle. See the obstacle still remains to be

registration be refused, unless there is reason to give

applicant a new injunction.



The provisions of the first subparagraph shall not prevent the registration of

a decision of the general meeting, the right to appeal against the decision have

lost according to Chapter 7. the second subparagraph of section 18.

Team (2013:453).



section 4 of the Registration Committee shall forthwith in writing

notify the member bank if the Authority declared that a question

If fusion has fallen under 10 Cape. paragraph 5 of the third paragraph.

Act (2004:318).



section 5 of the trade names Act (1974:156) provides for cancellation of

a firm from the register since a decree of termination of

trade name registration has become final. Act (2004:318).



6 §/expires U: 2016-09-01/

A decision of the Registrar to the effect that a

notification, written off or a registration has been refused pursuant to paragraph 3 of the

second subparagraph, may be appealed to the Administrative Court

within two months from the date of the decision. The same applies to a

such a decision of the Registrar referred to in Chapter 10.

paragraph 5 of the third paragraph.



Leave to appeal is required for an appeal to the administrative court.

Act (2004:318).



6 §/entry into force: 2016-09-01/

The decision of the Registration Committee to write a notice of registration or refusal of registration under paragraph 3 of the second paragraph may be appealed to the administrative court. The same applies to a decision of the Registrar under the Cape. paragraph 5 of the third paragraph.

A decision by the Registrar to refuse registration of a firm appeal to Patent and market Court. An appeal must be submitted within two months from the date of the decision.



Leave to appeal is required for an appeal to the administrative court.

Law (2016:213).



Chapter 14. Was repealed by law (2013:439).



Transitional provisions



1999:224



1. this law shall enter into force on 1 May 1999.



2. as regards applications by the end of the month of april 1999

submitted to the Government or, where appropriate,

The financial supervision authority shall issue, whether it is the Government

or the financial supervision authority which shall examine the application, determined

According to the older provisions.



1999:1116



This law shall enter into force on 1 January 2000 and shall apply

the first time for the fiscal year that begins after the

december 31, 1999.



2000:820



1. this law shall enter into force on 1 January 2002.



2. Registration dossiers, which have entered into

The FSA but in which the inspection has not taken

decision before the entry into force, shall be submitted to the Patent and

Registration Office for further processing.



2005:919



Has redemption of shares pursuant to Chapter 10. § 9 are requested before

the end of 2005, the older provisions on

conditions for redemption, if the determination of the redemption amount and

on the procedure.



2006:403



1. this law shall enter into force on 1 January 2007.



2. Older provisions apply if the professional assistance that

would otherwise give rise to a conflict of interest for an auditor or a

lay auditors relate to a financial year which have been initiated prior to the

January 1, 2007.



2008:598



1. this law shall enter into force on 1 January 2008.



2. Older provisions apply in the case of mergers as at

entry into force are tested under the Competition Act (1993:20) or

banned under the law.



2009:353



1. this law shall enter into force on 1 July 2009.



2. in the case of review under Chapter 2. paragraph 5 of the fourth paragraph of a

notification has been submitted to the financial supervision authority before the law

into force of this regulation, older provisions apply. The references in the

Chapter 2. paragraph 5 of the fourth paragraph to provisions in the law

(2004:297) on banking and finance law should refer to the

the provisions amended before 1 July 2009.



2009:571



1. this law shall enter into force on 1 July 2009.



2. the provisions of Chapter 6. 3 a section does not apply if the

has been an auditor has been appointed to the new position before

the entry into force.



3. the provisions of Chapter 6. 4 a of the first subparagraph, third

sentence, and second paragraph 2 does not apply until after the

the first annual general meeting held after

the entry into force.



4. For an assignment as auditor held by

entry into force is considered the period referred to in 7(a). 1 a of the

the first paragraph from the first annual general meeting of shareholders which

held after the entry into force.



2010:840



1. this law shall enter into force on 1 november 2010.



2. An auditor's mission that has been given before the entry into force

made up to the end of the term, unless the assignment is terminated

early as 7 a. section 6 or the obstacles referred to in 7(a).

section 7 arises.



2010:1965



1. this law shall enter into force on 1 april 2011.



2. Older provisions apply where a document has been sent or

submitted by 1 april 2011.



2011:897



1. this law shall enter into force on 1 January 2011.



2. Older regulations apply if an application for liquidation have

submitted to the District Court prior to the entry into force or if a

the member bank has been declared bankrupt and this has ended

before the entry into force.



2011:1378



1. this law shall enter into force on 1 January 2012.



2. Older rules still apply in respect of the obligation

making tax deductions, or provide tax return pursuant to

Russian tax authority Registration Act (1997:483).



2013:164



1. This law shall enter into force on 25 april 2013.



2. Older provisions apply to cases that have come into

to the companies registration office before entry into force.



2013:453



1. this law shall enter into force on the 15 July 2013.




2. Older provisions apply to cases that have come into

Swedish financial supervisory authority (finansinspektionen) before entry into force.



2013:744



1. this law shall enter into force on 1 January 2013.



2. Older regulations still apply to the appeal of the

decision that the provincial government has announced before the entry into force.



2015:819



1. this law shall enter into force on the 1 January 2016.



2. The law shall apply for the first time for the financial year

begins after december 31, 2015.



2016:213



1. this law shall enter into force on 1 september 2016.



2. Older provisions still apply to cases initiated before the entry into force of the administrative court.