Kommuninvest of Sweden - Articles of Association

Adopted at the Annual General Meeting, April 2, 2009

§ 1 The name of the company
The name of the company is Kommuninvest i Sverige Aktiebolag. The company is a public company (publ).

§ 2 Registered office
The registered office is in Örebro.

§ 3 The objects of the company

Kommuninvest i Sverige AB is a coordinating body in financial matters, the purpose of which is to render cost-efficient the borrowing activities of municipalities, municipal companies, municipal foundations and municipal associations, as well as to provide financial services within the municipal sphere. The primary purpose of the company's operations is not to generate profit for its owners.

The objects of the company are, within the sphere of municipal jurisdiction, to:

(i) borrow funds, for example by taking receipt of repayable funds from the general public or by issuing bonds or other comparable evidence of indebtedness;

(ii) provide credits to municipalities that are members of Kommuninvest Cooperative Society (hereinafter referred to as "Member Municipalities") and, upon the issuance of a guarantee by a Member Municipality, to municipal companies, municipal foundations and municipal associations;

(iii) assist in conjunction with financing for Member Municipalities, municipal companies, municipal foundations and municipal associations;

(iv) provide financial advice or other financial and administrative services to Member Municipalities, municipal companies, municipal foundations and municipal associations.

"Municipality" means municipalities and county councils. "Municipal company" means companies or associations over which a Member Municipality itself, or together with one or more other Member Municipalities, directly or indirectly, through a majority ownership, majority voting rights, or agreement exercises a controlling influence. "Municipal foundation" means foundations over which a Member Municipality itself, or together with one or more other Member Municipalities, directly or indirectly, through majority voting rights or agreement, exercises a controlling influence. "Municipal Association" means municipal associations pursuant to Chapter 3, section 20 of the Municipalities Act (1991:900), provided that its members consist exclusively of Member Municipalities.

The Company may acquire and manage real property for the purpose of ensuring the Company's needs for premises.

The Company may acquire shares and ownership interests in companies provided the acquisition is a part of the organisation of the business.

Upon liquidation, the Company's retained assets shall be allocated amongst its shareholders pro rata to their shareholdings.

§ 4 Credits
Credits may only be provided in exceptional circumstances for a period of time longer than that which corresponds to the earliest due date for the Company's equivalent borrowing and to an extent which does not jeopardise the Company's liquidity.

§ 5 Acquisition of funds

The company's refinancing, for example in order to receive repayable funds from the general public or to issue bonds or other comparable evidence of indebtedness, shall take place upon the issuance of security by the Swedish state or in the form of a joint and several guarantee issued by a Swedish municipality. The company's refinancing can also take place by means of entering into interest rate agreements and against security in the form of pledged securities.

§ 6 Share capital and number of shares
The Company's share capital shall be not less than SEK 200 million and not more than SEK 800 million, corresponding to not less than 2 million shares and not more than 8 million shares.

§ 7 Members of the Board of Directors and alternate members
The Board of Directors shall consist of not less than five and not more than nine members, without alternate members.

Members shall be elected annually at the Annual General Meeting for the period until the close of the next Annual General Meeting. The Annual General Meeting shall also appoint the Chair and Vice Chair of the Board of Directors.

§ 8 Delegation of decisions and instructions issued by the Board of Directors

The Board of Directors shall be entitled to authorise the Managing Director and another person to effect measures which are otherwise within the scope of authority of the Board of Directors. Such authorisation shall be accompanied by a directive or instructions issued by the Board of Directors. Authority to take decisions in matters of principal importance to the company may not be delegated.

In addition, the Board of Directors shall issue regulations in a separate instruction regarding the authority vested in the Managing Director. This instruction shall apply for consecutive one year periods.

§ 9 Auditors and lay auditors
The Annual General Meeting shall appoint an auditor and may appoint a alternate auditor.

The General Meeting of the Association of Kommuninvest Cooperative Society may appoint two lay auditors for the company for a period of time as determined by the General Meeting of the association. Such lay auditors may be replaced following the adoption of a resolution by the General Meeting of the association.

§ 10 Annual General Meeting
The following business shall be addressed at the Annual General Meeting:

Election of a Chairman for the meeting;
Preparation and approval of the voting register;
Approval of the agenda;
Election of one or two people to attest the minutes;
Determination of whether the meeting was duly convened;
Presentation of the annual report and the auditors’ report;
Approval of the income statement and the balance sheet;
Resolutions regarding disposition of the Company's profits or losses pursuant to the adopted balance sheet;
Resolution regarding discharge from liability for the members of the Board of Directors and the Managing Director;
Determination of the number of members of the Board of Directors;
Determination of the fee paid to the Board of Directors, the Nominating Committee and the auditors;
Election of the Board of Directors and the Chair and Vice Chair of the Board of Directors;
Establishment of rules of procedure for the Nominating Committee;
Election, where applicable, of auditors and alternate auditors;
Establishment of principles for compensation and other employment benefits to senior management;
Establishment, where applicable, of owner directives;
Resolution regarding location of the next Annual General Meeting;
Other business incumbent upon the shareholders' meeting pursuant to law or the Articles of Association;

§ 11 Location of shareholder meetings
In addition to Örebro, General Meetings may also be held in Stockholm, Malmö or Umeå.

§ 12 Notice of shareholder meetings
Notice to attend shareholder meetings must be given by registered letter and by advertisement in the Official Gazette (Post och Inrikes Tidningar) as well as Dagens Nyheter.

§ 13 Right to information
The Board of Directors of Kommuninvest Cooperative Society shall be entitled, within the scope of owner directives issued from time to time and subject to any limitations, where applicable, set forth in the Secrecy Act (1980:100) to obtain access to the company's documents and otherwise inform themselves in respect of the company and its operations.

§ 14 Financial year
The Company's financial year shall be the calendar year.

§ 15 Disputes
Any dispute between the Company and the Board of Directors, a member of the Board of Directors, the Managing Director, or a shareholder, shall be resolved in accordance with the provisions of the Swedish Arbitration Act.

Page last updated 2011.10.13