Articles of association

Article 1
Name and Object

The name of the Bank is "Swedbank AB". The company is a public company.

The object of the Bank, which was originally formed by Swedish savings banks, is to conduct banking business and financing operations, and operations naturally connected therewith.

Article 2
Operations

The Bank will conduct such banking operations as are intended in the Banking and Financing Business Act (2004:297). This Act states that by banking operations is meant operations including

1. Payment services via the general clearing systems, and
2. Receipt of funds which, following notice of termination, are available to the creditor within not more than 30 days.

General clearing systems means systems for the forwarding of payments from a large number of payers, who are not associated with each other, which are otherwise intended to reach a large number of ultimate payees who are not associated with each other.

The Bank may also - in its operations - conduct financing operations naturally connected therewith, in accordance with the Banking and Financing Business Act, among other things

1. Borrow funds, for example by accepting deposits from the general public, or by issuing bonds or other comparable debt instruments,
2. Grant and broker loans, for example in the form of consumer credit and loans secured by charges over real property or claims,
3. Participate in financing, for example by acquiring and leasing property,
4. Negotiate payments,
5. Provide means of payment,
6. Issue guarantees and assume similar obligations,
7. Participate in the issue of securities,
8. Provide financial advice,
9. Hold securities in safekeeping,
10. Conduct letters of credit operations,
11. Provide safety deposit services,
12. Engage in currency trading,
13. Engage in securities operations, and
14. Provide credit information

Article 3
Share Capital

The share capital of the Bank shall be no less than four billion Swedish kronor (SEK 4,000,000,000) and no more than sixteen billion Swedish kronor (SEK 16,000,000,000). The number of shares shall be not less than 200 million (200,000,000) and not more than 800 million (800,000,000).

Each share is entitled to one vote.

Article 4
Record Day Provision

The Bank’s shares shall be registered in one register in accordance with the Financial Investments Instruments Accouncs Act (1998:1479).

Article 5
Registered office

The registered office of the bank shall be in Stockholm.

Article 6
The Board of Directors

In addition to those Directors who, by law, are appointed by other than the General Meeting, the Bank’s Board of Directors shall consist of no less than seven and no more than eleven members.

Article 7
Quorum

With regard to the Board forming a quorum and the majority requirements for the Board decisions, the relevant provisions of the Companies Act (2005:551) shall apply.

The Board of Directors shall, as a rule, meet once a month.

The Board is entitled to authorise a member of the Board or another person to represent the Bank and sign for the Bank in accordance with the relevant provisions of the Companies Act (2005:551) and the relvant provisions of the Banking and Financing Business Act (2004:297).

Article 8
Financial Year

The Bank's financial year shall be the calendar year.

Article 9
Auditors

The Bank shall have at least one and no more than two auditors and with no more than an equal number of alternates. Auditors, and alternates if appointed, shall be authorised public accountants.

Registered firms of auditors may also be appointed.

Article 10
Timing of Annual General Meeting

Annual General Meetings shall be held before the end of April unless special circumstances dictate otherwise. In no event however, shall the Annual General Meeting be held after the end of June.

Article 11
Business of the Annual General Meeting

The following business shall be considered at the Annual General Meeting:

1. Election of the Chairman of the Meeting,
2. Drawing up and approval of voting list;
3. Approval of the agenda;
4. Election of two members to scrutinise the Minutes
5. Question whether the Meeting has been properly called;
6. Submission of the Director's Annual Report and Audit Report, and Consolidated Report and Consolidated Audit Report for the past financial year,
7. Matter of adopting the Profit and Loss Account and Balance Sheet and the Consolidated Profit and Loss Account and Consolidated Balance Sheet;
8. Appropriations regarding the profits or losses of the Bank in accordance with the adopted Balance Sheet;
9. Matter of discharging Board members and President from
liability for the period covered by the report;
10. Deciding the number of Board Members to be appointed by the Meeting;
11. Where appropriate, deciding the number of auditors and their alternates to be appointed by the Meeting
12. Deciding the remuneration for Board Members, auditors and their alternates
13. Election of the Board Members;
14. If appropriate, election of auditors and their alternates
15. Any other business requied by law or the Articles of Association to be considered by the Meeting
16. Matters which are properly to be referred to the Meeting for decision.

Article 12
Right to vote at General Meetings, etc.

General Meetings shall be held in Stockholm, Göteborg, Malmö or Umeå.

General Meetings shall be opened by the Chairman of the Board or the person appointed by the Board for that purpose.

Voting at a General Meeting of shareholders shall take place in accordance with the voting procedure prescribed in the relevant provisions of the Companies Act (2005:551).

Article 13
Notice convening General Meeting, etc.

Notices convening General Meetings and other communications to shareholders shall be made by public notice in Post– och Inrikes Tidningar (the Swedish Official Gazette), Dagens Nyheter, Svenska Dagbladet and at least one other newspaper.

Notices convening Annual General Meetings and notice of Extraordinary General
Meetings where the question of amendments to the Articles of Association will be considered, shall be issued no earlier than six weeks and no later than four weeks prior to the General Meeting. Notices convening other Extraordinary General Meetings shall be issued no earlier than six weeks and no later than two weeks prior to the General Meeting.

In cases referred to in the Companies Act (2005:551), written notice shall also be sent to each shareholder whose mailing address is known to the Bank.

Shareholders wishing to participate in a General Meeting shall be entered as shareholders in a print-out or other listing of the entire share register updated five business days prior to the Meeting, and notify the Bank’s Head Office no later than 3:00 p.m. on the day indicated in the notice convening the General Meeting. This days may not fall on a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and may not fall earlier than five business day prior to the General Meeting.

At General Meetings, shareholders are permitted to be accompanied by one or two assistants, provided that the shareholder has notified the Bank of the number of assistants, in accordance with the preceding paragraph concerning notification of shareholders’ attendance at General Meetings.