Articles of association

ARTICLES OF ASSOCIATION OF AKTIEBOLAGET SVENSK EXPORTKREDIT
(Swedish Export Credit Corporation)

§ 1 The name

The name of the Company is Aktiebolaget Svensk Exportkredit and, in English, Swedish Export Credit Corporation. The Company is public (publ).
The Company is a credit market company in accordance with the Swedish Banking and Financing Business Act (2004:297: Sw. lagen (2004:297) om bank- och finansieringsrörelse) and comes under the supervision of the Swedish Financial Supervisory Authority.

§ 2 The venue of the Board of Directors

The venue of the Board of Directors shall be Stockholm.

§ 3 Activities of the Company

The objective of the Company shall be to engage, on commercial terms, in Swedish and international financing activities in accordance with the Swedish Banking and Financing Business Act (2004:297) in order to promote activities with Swedish interess, directly or indirectly related to the Swedish export industry including Swedish infrastructure, and generally to strengthen the internationalization and competitiveness of the Swedish industry.

The term “financing activities” means primarily;

1. borrowing funds, for example by accepting deposits from the general public or issuing bonds or other comparable debt instruments;

2. granting and intermediating loans, for example in the form of loans secured by charges on real estate or claims;

3. generally participating in financing, for example by acquiring claims and leasing movable assets;

4. issuing guarantees and assuming similar obligations;

5. participating in the issuance of securities;

6. providing advice in relation tothe above mentioned activities;

7. holding and trading in securities;

8. acquiring real and movable assets to the extent deemed necessary for the Company’s business and, where deemed necessary, in order to protect the Company’s claims;

9. engaging in investment services and activities in accordance with the Swedish Securities Market Act (2007:528) (lagen (2007:528) om Värdepappersmarknaden);

10. and conducting other business which is in accordance with the above activities.

§ 4 Share capital

The share capital of the Company shall not be less than Swedish kronor one thousand five hundred million (1,500,000,000) and not more than Swedish kronor six thousand million (6,000,000,000).

§ 5 Number of shares

The minimum number of shares shall be one million five hundred thousand (1,500,000) and the maximum number of shares shall be six million (6,000,000).

§ 6 Board of Directors and auditors

The Board of Directors of the Company shall, where appointed by a General Meeting, consist of no less than six (6) and no more than nine (9) directors. No deputy directors shall be appointed.
The Company shall have one (1) or two (2) authorized public accountants with or without one (1) or two (2) deputy public accountants, or a registered public accounting company as auditor.

§ 7 Notices convening a General Meeting

Notices convening the Annual General Meeting or a General Meeting, at which the meeting shall deal with an amendment of the Articles of Association, shall be issued no earlier than six (6) weeks and no later than four (4) weeks prior to the meeting. Notices convening a General Meeting, in cases other than those set forth in the preceding sentence, shall be issued no earlier than six (6) weeks and no later than two (2) weeks prior to the meeting.

Notices convening a General Meeting shall be published in the journal Post- och Inrikes Tidningar and in the newspaper Svenska Dagbladet.

§ 8 Financial Year

The Company’s financial year shall be the calendar year.

§ 9 Members of the Swedish parliament participating in a General Meeting

In the event of the Company having more than fifty (50) employees, after notifying the Board of Directors members of parliament are entitled to participate and raise questions at the General Meeting. Such notification should be received by the Board of Directors one (1) week in advance. Notices convening a General Meeting shall be sent to the Central Bureau of the Parliament in connection with convening such General Meeting.

§ 10 General Meetings

General Meetings shall be held in Stockholm.
The Annual General Meeting shall be held once a year within six months of the end of the preceding financial year.

The following matters shall be dealt with at the Annual General Meeting:

1. Election of a chairman of the meeting;

2. Presentation and approval of the voting list;

3. Approval of the agenda;

4. Election of one or two persons to approve the minutes;

5. The matter of whether the meeting has been properly convened;

6. Presentation of the Annual Report and the Auditors’ Report for the Company and for the Group;

7. Resolutions:
a) on the adoption of the statement of income and the balance sheet as well as the consolidated statement of income and the consolidated balance sheet;
b) on the appropriation of the Company’s profit or loss according to the adopted balance sheet;
c) on the discharge of liability of the directors and the President of the Company;

8. Determining the remuneration of the Company’s directors and auditors;

9. Determining the number of directors to be appointed by the meeting;

10. Election of directors of the Company;

11. Election of the Chairman of the Board;

12. Where applicable, determining the number of auditors and deputy auditors of the Company;

13. Where applicable, election of auditors and deputy auditors of the Company;

14. Other matters that may be considered at the meeting under the Companies Act (2005:551).
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These Articles of Association were approved by the Annual General Meeting on April 29, 2010.