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Articles of Association

§ 1 Company name  

The company name of the bank is Norion Bank AB. The company is public (publ).

 

§ 2 Registered office 

The Board of Directors has its registered office in Gothenburg Municipality. 

 

§ 3 Operations  

The bank may conduct banking business, as referred to in Chapter 1, Section 3, of the Banking and Financing Business Act (2004:297). These provisions state that banking business means a business that includes:  

  1. payment processing through general payment systems; and  
  2. receipt of funds that, after a period of notice, are available to the creditor within no more than 30 days.  

 

The bank may also conduct financial activities and activities naturally connected to them, in accordance with Chapter 7, Section 1, of the Swedish Banking and Financing Business Act. According to this provision, in its activities the bank may  

  1. borrow funds, for example by accepting deposits from the public or issuing bonds or similar instruments,  
  2. grant and broker loans, for example in the form of consumer credit and loans secured on real property or claims,  
  3. participate in financing, for example by acquiring claims and leasing property,  
  4. provide payment services under the Payment Services Act (2010:751),  
  5. provide means of payment,  
  6. issue guarantees and assume similar obligations,  
  7. participate in issuing securities,  
  8. provide financial advice,  
  9. hold securities,  
  10. conduct documentary credit activity, 
  11. provide safety deposit services,  
  12. engage in currency trading,  
  13. engage in securities trading on the conditions provided in the Swedish Securities Market Act (2007:528),  
  14. provide credit information under the conditions provided in the Swedish Credit Information Act (1973:1173), and  
  15. issue electronic money under the Swedish Electronic Money Act (2011:755).  

  

In relation to the above, the company's activities shall refer to the following:  

  1. payment processing through general payment systems,  
  2. receipt of funds which, after a period of notice, are available to the creditor within no more than 30 days,  
  3. receive client funds with accountability,  
  4. borrow funds, for example by accepting deposits from the public or issuing bonds or similar instruments,  
  5. grant and broker loans, for example in the form of consumer credit and loans secured against real property or claims,  
  6. participate in leasing,  
  7. provide payment services under the Swedish Payment Services Act (2010:751),  
  8. provide means of payment, and  
  9. issue guarantees and assume similar obligations.  

  

§ 4 Share capital  

Share capital is not less than SEK 125,000,000 and not more than SEK 500,000,000.  

  

§ 5 Number of shares  

The number of shares shall be no less than 150,000,000 and no more than 600,000,000.  

 

§ 6 Board of Directors  

The Board shall consist of a minimum of 3 and a maximum of 10 members, with no alternates.  
Of the Board members, more than half shall be individuals who are not employed by the company or who are part of a Group in which the company is the parent company, in accordance with Chapter 10, Section 5 of the Banking and Financing Business Act (2004:297).   

 

§ 7 Auditors  

One or two auditors, with a maximum of two alternates or a registered accounting firm, shall be appointed. The term of the auditor shall be until the end of the Annual General Meeting held in the first, second, third, or fourth fiscal year following the year in which the auditor was elected.  

 

§ 8 Notice  

Notice of a general meeting shall be given by announcement in Post- och lnrikes Tidningar and by making the notice available on the company's website. The fact that notice has been given shall be announced simultaneously in Dagens Industri.  

  

§ 9 Right to participate in the general meeting  

Shareholders wishing to participate in a general meeting must notify the company no later than the date specified in the notice of the meeting. This day may not be a Sunday, a public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and it may not fall earlier than the fifth weekday before the meeting. Shareholders may be accompanied by assistants at a general meeting only if they have notified the company of the number of assistants, in accordance with the applicable procedure concerning shareholders’ notification regarding general meetings.  

 

§ 10 Annual General Meeting  

The Annual General Meeting shall consider the following matters:  

  1. Election of the chair of the meeting  
  2. Drawing up and approval of the voting list  
  3. Approval of the agenda  
  4. Election of one or two individuals to check the minutes  
  5. Question of whether the meeting has been duly convened  
  6. Presentation of the annual report and auditor’s report, as well as, where applicable, the consolidated financial statements and the auditor’s report  
  7. Resolutions on the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet  
  8. Resolutions on appropriation of the company's profit or loss according to the adopted balance sheet  
  9. Discharge from liability of the members of the Board of Directors and Chief Executive Officer  
  10. The determining of the number of Board members and the number of auditors and alternate auditors  
  11. The determining of the fees for Board members and auditors  
  12. The election of Board members, the Chair of the Board, auditors and alternate auditors  
  13. Other matters that are put before the meeting in accordance with the Swedish Companies Act or the Articles of Association  

 

§ 11 Collection of proxy and postal votes  

The Board may collect proxy votes in accordance with the procedure set out in Chapter 7, Section 4, second paragraph, of the Swedish Companies Act (2005:551).  
Before a general meeting, the Board may decide that shareholders may exercise their voting rights by postal mail before the general meeting.  

 

§ 12 Fiscal year  

The fiscal year is the calendar year, January 1 – December 31.  

 

§ 13 Reconciliation provision  

The shareholder or administrator who, on the record date, is entered in the share register and recorded in a CSD register in accordance with Chapter 4 of the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479), or who is recorded in a CSD account in accordance with Chapter 4, Section 18, first paragraph 6–8 of said Act shall be presumed to be competent to exercise the rights arising from Chapter 4, Section 39, of the Swedish Companies Act (2005:551).