Regulations amending Finansinspektionen's regulations governing operations on trading venues

Finansinspektionen’s Regulatory Code Publisher: Finansinspektionen, Sweden, www.fi.se ISSN 1102-7460 This translation is furnished for information purposes only and is not itself a legal document. FFFS 2009:5 Published on 14 October 2009 Regulations amending Finansinspektionen’s regulations (FFFS 2007:17) governing operations on trading venues; decided on 7 October 2009. Finansinspektionen prescribes1 pursuant to Chapter 6, section 1, points 4, 14, 33– 34, 45–60 and 62 of the Securities Market Ordinance (2007:572) and section 4, points 2, 4, 6-13 of the Trading with Financial Instruments Ordinance (2007:375) and section 5 of the Account Management Ordinance (2009:590) as regards Finansinspektionen’s regulations (FFFS 2007:17) governing operations on trading venues in part that Chapter 2, sections 5 and 7, the heading immediately preceding Chapter 2, section 3 and Appendix 5 shall be repealed, in part that current Chapter 2, sections 2–4 and 6 shall be designated Chapter 2, sections 3–5 and 9, in part that new Chapter 1, section 1, Chapter 2, sections 1, 3–5 and 9 and Appendices 1a–c and 2 shall have the following wording, in part that the headings immediately preceding Chapter 2, sections 2–4 and 6 shall be placed immediately before the new Chapter 2, sections 3–5 and 9, in part that four new sections, Chapter 2, sections 2 and 6–8, shall be inserted and new headings immediately preceding Chapter 2, sections 6–8 shall have the following wording: Chapter 1 Section 1 These regulations apply to stock exchanges, clearing organisations, securities institutions, companies whose transferable securities are admitted to trading on a regulated market or MTF and issuers of such transferable securities and central securities depositories in the sections where it is specifically stated. Chapter 2 Section 1 This chapter contains provisions governing the information a stock exchange, a central securities depository and their owners shall submit to Finansinspektionen in conjunction with an ownership or a management assessment pursuant to the Securities Market Act (2007:528).

1 Cf. European Parliament and Council Directive (2007/44/EC) of 5 September 2007 amending Directive 92/49/EEC and Directives 2002/83/EC, 2004/39/EC, 2005/68/EC and 2006/48/EC as regards procedural rules and evaluation criteria for the prudential assessment of acquisitions and increase of shareholdings in the financial sector (EUT L247, 21 September 2007 pp. 1–16, Celex 32007L0044). 1

FFFS 2009:5 Section 2 Finansinspektionen can decide to grant an exemption from submitting certain information in Appendices 1a–c if the informational requirements are not considered to fulfil Finansinspektionen’s purpose for information in conjunction with assessments or if the requirements are not considered to be adapted to the acquirer and to the nature of the acquisition. Written information to Finansinspektionen Section 3 A stock exchange, a clearing organisation, a central securities depository and their owners shall submit written information to Finansinspektionen pursuant to sections 4–9. This document shall include the information set out in Appendices 1a–c and 2. Ownership assessment Application for authorisation to acquire shares Section 4 An application for authorisation to acquire shares or participations in a stock exchange, a clearing organisation or a central securities depository shall include the information set out in Appendix 1a for a natural person or Appendix 1b for a legal person. Where the acquirer is a legal person, Appendix 1b shall be used for information about the legal person and Appendix 1c for information about board members, alternate board members, managing directors and deputy managing directors in the acquiring legal person. Application for authorisation to conduct operations Section 5 With respect to an application for authorisation to conduct operations for a natural person that has a qualifying holding of shares or interests in a stock exchange, a clearing organisation or a central securities depository the information set forth in section one of Appendix 1a shall be appended. Where the owner is a legal person, the information set forth in section 1 of Appendix 1b shall be used. With respect to a board member, alternate board member, managing director or deputy managing director in a firm who owns a qualifying holding, the information set forth in Appendix 1c shall be appended to an application for authorisation to conduct business. Simplified application for legal persons under financial supervision Section 6 A legal person under the supervision of Finansinspektionen or a competent authority within the EEA does not need to submit the information set out in sections 1.7, 1.12 and 1.13 of Appendix 1b, unless specifically requested by Finansinspektionen. Simplified application for legal or natural persons that are qualifying owners or part of senior management or the board of directors of a financial institution Section 7 A legal or natural person that is a qualifying owner or a part of the management or board of directors of a financial company and that has previously been the subject of an ownership or a management assessment by 2

FFFS 2009:5 Finansinspektionen or a competent authority within the EEA does not need to submit the information set out in sections 1.7, 1.12 and 1.13 in Appendix 1b and sections 1.2, 1.11, 1.12 and 1.13 in Appendix 1a, unless specifically requested by Finansinspektionen. If the assessment was conducted by another competent authority within the EEA, the legal or natural person shall append a document which verifies this. Changes in senior management in a firm that has a qualifying holding in a financial institution Section 8 A notification of a change in management of a firm that has a qualifying holding in stock exchange, a clearing organisation or a central securities depository shall include the information in Appendix 1c. The changes that require a notification are set forth in section 9. Management assessment Section 9 A stock exchange, a clearing organisation and a central securities depository shall inform Finansinspektionen when the following persons are appointed in the firm: – chairman of the board – board member – alternate board member – managing director or deputy managing director, i.e. a person serving in the managing director's stead. Stock exchanges, clearing organisations and central securities depositories shall also notify Finansinspektionen when the number of board members is decreased. The information set forth in Appendix 2 shall be appended to the notification when a new board member, alternate board member, managing director or deputy managing director is appointed in stock exchange, a clearing organisation or a central securities depository.

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These regulations shall enter into force on 15 November 2009. MARTIN ANDERSSON

Veronika Engstrand 3

FFFS 2009:5 Appendix 1a Application for ownership assessment – natural person A natural person shall apply for ownership assessment by submitting information to Finansinspektionen in accordance with this appendix, given the following situations:

1. If you intend to directly or indirectly acquire a financial institution and need to apply for permission for the acquisition.
2. If you have a qualifying holding in a firm that is applying for a licence to conduct financial business. Target company in this point refers to the firm that is applying for a licence to conduct business. Acquirer refers in this point to the physical owner of the firm that is applying for a licence to conduct business. As a part of the ownership assessment, Finansinspektionen will collaborate with e.g. Rikspolisstyrelsen (Swedish National Police Board), Bolagsverket (Swedish Companies Registration Office), Skatteverket (Swedish National Tax Board), Kronofogdemyndigheten (Swedish Enforcement Authority) and firms offering credit assessments. Application form Fill in the information in the form below. Some of the information must be submitted as a separate document. Review the Appendix Checklist on the last page of the application. Contact information Who should Finansinspektionen contact about this application? First name:_______________________________________________________ Surname: _________________________________________________________ Title:____________________________________________________________ Address:_________________________________________________________ Telephone number:_________________________________________________ E-mail address:____________________________________________________ Fax:_____________________________________________________________ Name of the acquirer: _______________________________________________ Firm under acquisition (including comp. reg. no.)?

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Exemptions from submitting certain information Are you citing Chapter 2, sections 2 or 7 of these regulations as grounds for being exempt from submitting certain information? Yes No 4

FFFS 2009:5 If yes, please explain. If you have previously submitted identical information to Finansinspektionen as part of a separate matter, you can refer to this matter. State the registration number and the information that was submitted.

1. Information about the acquisition Personal information If you are registered in Sweden First name:_________________________________________________________ Surname: __________________________________________________________ Personal identification number:_________________________________________ Address:___________________________________________________________ Telephone number:___________________________________________________ If you are not registered in Sweden* First name:_________________________________________________________ Surname: ___________________________________________________________ Personal identification number or equivalent:______________________________ Date of birth:_______________________________________________________ Place of birth:_______________________________________________________ Address:___________________________________________________________ Telephone number:___________________________________________________ Nationality: ________________________________________________________ Passport no.:________________________________________________________ Previous nationalities (if any):__________________________________________ Previous name (if any):________________________________________________

• If you are not registered in Sweden, append a certified copy of an identity document. 5

FFFS 2009:5 CV 1.2. Append a CV that contains relevant information about your education, work experience and other assignments. Financial position 1.3. State your income for the previous and current calendar year (amounts, sources), your current assets/liabilities and guarantees or other commitments. Also state if there are other factors that can affect your financial position. Describe the ownership chain 1.4. Append a description or chart of the ownership chain before and after the acquisition. Participations shall be stated as a per cent of the issued shares. If the voting rights differ from the participation, also state the number of votes as a per cent of the total number of votes. List owners that in any other way have a significant influence over the firm under acquisition, the target firm. List the nature of the business and the registered office for all firms in the ownership chain. Also, indicate which firms are under the supervision of Finansinspektionen or an equivalent foreign authority. Describe groups, if applicable 1.5. Append a description or chart of any insurance groups or financial groups after the acquisition. Participations shall be stated as a per cent of the issued shares. If the voting rights differ from the participation, also state the number of votes as a per cent of the total number of votes. List owners that in any other way have a significant influence over the target firm. Also, indicate which firms are under the supervision of Finansinspektionen or an equivalent foreign authority. For each firm that is part of such a group, state if the firm is – an insurance holding company, – a financial holding company, – a mixed financial holding company, – under the supervision of Finansinspektionen or an equivalent foreign authority, or – not subject to such financial supervision. 6

FFFS 2009:5 Board and senior management assignments 1.6. Name the firms in which you are an appointed board member, managing director or deputy managing director. Name of firm (incl. comp. reg. no.) Type of business Registered office Position on board and title Ownership involving control 1.7. Name the firms in which your ownership involves control. The definition of control is set out in section 4. Name of firm (incl. comp. reg. no.) Type of business Registered office Holding (per cent) Close relations holding shares 1.8. Indicate if a close relation owns participations in the target firm, or in another firm that in turn owns shares in the target firm. Also, indicate if there are other financial relationships between the above parties. Close relation refers to e.g. a spouse, registered partner, cohabitee, child, parent or other relation with whom you share living accommodations. Common interests 1.9. Describe any common interests you may share with the following persons that can have an impact on the influence in the target firm:

– other shareholders, – other parties entitled to vote, – other persons or firms that although not shareholders have the ability to exercise similar influence over the target firm, or – managing directors, deputy managing directors or board members. 7

FFFS 2009:5 Common interests that can have an impact refer to e.g. shareholder agreements or other agreements concerning common ownership. Conflicts of interest 1.10. Identify any conflicts of interest that may arise as a result of the acquisition and specify how these will be handled. Reputation of the acquirer 1.11. Have you a) during the past ten years been convicted by a Swedish or foreign court, or formally been charged as a suspect in an ongoing investigation, for a financial crime in respect of which imprisonment is included in the range of penalties? Yes No b) during the past ten years been sentenced to imprisonment by a Swedish or foreign court for a crime other than that specified in 1.11a? Yes No c) during the past five years been a board member or managing director or deputy managing director of an operating company in which the board of directors was not granted a release from liability? Yes No d) during the past five years been dismissed from employment at a financial institution or as a senior manager or an assignment as a board member or auditor in another operating company?

Yes No 8

FFFS 2009:5 1.12. To the best of your knowledge, have you or any firm in which you are or have been part of senior management or a board member or have or have had control: a) during the past five years been (or still are) party to arbitration proceedings or civil (excluding family-related matters) or management proceedings concerning tax or business? Yes No b) during the past five years been (or still are) subject to a debt restructuring, composition or company reconstruction or entered into bankruptcy or an equivalent process in another country? Yes No c) during the past ten years been sanctioned by either Swedish or foreign supervision authorities? Yes No d) during the past ten years, either in Sweden or in another country, had an application rejected, been excluded from conducting business or in another way had limitations placed on your right to conduct business or a profession that requires a licence, registration or the equivalent? Yes No e) during the past ten years been the subject of a suitability assessment by a foreign supervisory authority? Yes No 1.13. If you have answered yes to any of the questions under 1.11 and 1.12, please explain. 2. Information about the acquisition 2.1. Specify the size of the holding you intend to acquire in the target firm. Participations shall be stated as a per cent of the issued shares. State the participation before and after the acquisition (direct and indirect). If the voting rights differ from the participation, also state the number of votes as a per cent of the total number of votes. 9

FFFS 2009:5 2.2. State the expected date of acquisition. 2.3. Indicate the purpose of the acquisition. Do not answer this question if the information is included in 4.1.1a. 3. Financing the acquisition 3.1. Specify how you intend to finance the acquisition. Describe the background of all financing items (whether monetary or another type of asset), their value, to whom they belong and in which jurisdiction they are located. Append documentation that supports this information. 3.2. Specify if there is a co-operation with a natural or legal person with regard to financing the acquisition and describe the conditions of this co-operation. 10

FFFS 2009:5

4. Business plan and detailed information about the acquisition Provide information about the acquisition when: – ownership involves control2 (4.1), – ownership does not involve control, but totals 20 per cent or more and when ownership is qualifying but below 20 per cent (4.2). If Finansinspektionen requires additional information to assess the suitability of the acquirer, it can also request information in accordance with section 4.1 below. 4.1. Information when ownership involves control An acquirer has control over the target firm if the acquirer directly or indirectly receives a majority of the votes or shares. Furthermore, an acquirer has control over the target firm if the acquirer is a shareholder and – has the right to appoint or dismiss a majority of the members of the target firm's administrative, management or supervisory bodies, or – via agreements with other owners in the target firm has access to more than half of the votes for all shares or participations. Business plan If your ownership involves control, append a business plan that includes the following:
5. A strategic development plan that includes a description of a) the purpose and objective of the acquisition and how these will be achieved, b) planned changes to the business of the target firm, e.g. products, customers and any reallocation of assets, c) the planned integration of the target firm with the acquirer's group, if relevant, and d) information about the acquirer's aim and ability to contribute capital to the target firm if needed.
6. Forecasts for the target firm for the coming three years. The following information should be included in the forecasts: a) balance sheets and profit and loss statements, b) important key ratios, and c) solvency or capital adequacy calculations. 2 Cf. Chapter 1, section 4 of the Annual Accounts Act (1995:1554). 11

FFFS 2009:5 4. A description of how the acquisition will impact the governance and organisation of the target firm. In particular, specify if the acquisition will affect: a) the composition of the board of directors and company management, b) the organisation's operational structure (append an organisational diagram), and c) outsourcing. 4.2. Information when ownership does not entail control, but totals 20 per cent or more, and when ownership is qualifying but below 20 per cent. If the acquisition does not involve control of the target firm, but the holding totals 20 per cent or more, the following information about the acquisition shall be appended:

1. if the acquirer intends in the foreseeable future to increase or decrease its holding in the target firm, and
2. if the acquirer intends to actively attempt to exercise influence over the firm (and specify the circumstances related thereto). Information Submit any additional information to Finansinspektionen below. The undersigned hereby certifies that the information submitted in this application is correct and complete. Date: ……………….. Signature ……………….. Name in print 12

FFFS 2009:5 Checklist – documents that must be appended to an application for ownership assessment for natural persons The following documents shall be appended to the application: Appended If not appended, explain If you are not registered in Sweden: a certified copy of an identity document as set out in section 1.1.

CV as set out in section 1.2. A description or chart of the entire ownership chain, before and after the acquisition, as set out in section 1.4. A description of the group (if relevant) as set out in section 1.5. Documentation that supports the financing of the acquisition as set out in section 3.1. A business plan and information as set out in sections 4.1–4.3. 13

FFFS 2009:5 Appendix 1b Application for ownership assessment – legal person A legal person shall apply for ownership assessment by submitting information to Finansinspektionen in accordance with this appendix, given the following situations:

1. If the legal person intends to directly or indirectly acquire a financial institution and needs to apply for permission for the acquisition.
2. If the legal person has a qualifying holding in a firm that is applying for a licence to conduct financial business. Target company in this point refers to the firm that is applying for a licence to conduct business. Acquirer in this point refers to the legal owner of the firm that is applying for a licence to conduct business. As a part of the ownership assessment, Finansinspektionen will collaborate with e.g. Rikspolisstyrelsen (Swedish National Police Board), Bolagsverket (Swedish Companies Registration Office), Skatteverket (Swedish National Tax Board), Kronofogdemyndigheten (Swedish Enforcement Authority) and firms offering credit assessments. Application form Fill in the information in the form below. Some of the information must be submitted as a separate document. Review the Appendix Checklist on the last page of the application. Contact information Who should Finansinspektionen contact about this application? First name:________________________________________________________ Surname: __________________________________________________________ Title:_____________________________________________________________ Address:___________________________________________________________ Telephone number:___________________________________________________ E-mail address:______________________________________________________ Fax:_______________________________________________________________ Name of the acquirer:

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Firm under acquisition (including comp. reg. no.)?

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Exemptions from submitting certain information Are you citing Chapter 2, sections 2, 6 or 7 of these regulations as grounds for being exempt from submitting certain information? 14

FFFS 2009:5 Yes No If yes, please explain. If the firm has previously submitted identical information to Finansinspektionen as part of a separate matter, you can refer to that matter below. State the registration number and the information that was submitted.

1. Information about the acquisition Information about the firm 1.1 Full name of the firm:______________________________________________ Comp. reg. no./registration no.:_________________________________________ Head office address:__________________________________________________ Telephone number:___________________________________________________ 1.2. State the business of the acquirer: 1.3. Append a registration certificate that is at the most two months old. Financial position 1.4. Append the most recently adopted annual report. 15

FFFS 2009:5 1.5. If possible, cite credit ratings and credit assessment companies. Board of directors and management 1.6. Provide information about board members, alternate board members, the managing director and the deputy managing director. Name Personal identification number or date of birth Position on board and title 1.7. All persons mentioned in 1.6 must fill out and sign Appendix 1c. Describe the ownership chain 1.8. Append a description or chart of the ownership chain before and after the acquisition. Participations shall be stated as a per cent of the issued shares. If the voting rights differ from the participation, also state the number of votes as a per cent of the total number of votes. List owners that in any other way have a significant influence over the firm under acquisition, the target firm. List the nature of the business and the registered office for all firms in the ownership chain. Also, indicate which firms are under the supervision of Finansinspektionen or an equivalent foreign authority. Describe groups, if applicable 1.9. Append a description or chart of any insurance groups or financial groups after the acquisition. Participations shall be stated as a per cent of the issued shares. If the voting rights differ from the participation, also state the number of votes as a per cent of the total number of votes. List owners that in any other way have a significant influence over the target firm. Also, indicate which firms are under the supervision of Finansinspektionen or an equivalent foreign authority. 16

FFFS 2009:5 For each firm that is part of such a group, state if the firm is – an insurance holding company, – a financial holding company, – a mixed financial holding company, – under the supervision of Finansinspektionen or an equivalent foreign authority, or – not subject to such financial supervision. Common interests 1.10. Describe any common interests the firm may share with the following persons that could have an impact on the target firm: – other shareholders, – other parties entitled to vote, – other persons or firms that although not shareholders have the ability to exercise similar influence over the target firm, or – managing directors, deputy managing directors or board members. Common interests that can have an impact refer to e.g. shareholder agreements or other agreements concerning common ownership. Conflicts of interest 1.11. Identify any conflicts of interest that may arise as a result of the acquisition and specify how these will be handled. Reputation of the acquirer 1.12. Has the firm a) during the past five years been (or still are) party to arbitration proceedings or civil or management proceedings concerning tax or business? Yes No b) during the past five years been (or still is) the object of a composition or company reconstruction or an equivalent process in another country? 17

FFFS 2009:5 Yes No c) during the past ten years been sanctioned by any Swedish or foreign supervision authorities? Yes No d) during the past ten years, either in Sweden or in another country, had an application rejected, been excluded from conducting business or in another way had limitations placed on its right to conduct business that requires a licence, registration or the equivalent? Yes No e) during the past ten years been the subject of a suitability assessment by a foreign supervisory authority? Yes No 1.13. If you have answered yes to any of the questions under 1.12, please explain: 2. Information about the acquisition Specify the size of the holding the firm intends to acquire in the target firm. Participations shall be stated as a per cent of the issued shares. State the participation before and after the acquisition (direct and indirect). If the voting rights differ from the participation, also state the number of votes as a per cent of the total number of votes. 18

FFFS 2009:5 2.2. State the expected date of acquisition. 2.3. Indicate the purpose of the acquisition. Do not answer this question if the information is included in 4.1.1a. 3. Financing the acquisition 3.1. Specify how the firm intends to finance the acquisition. Describe the background of all financing items (whether monetary or another type of asset), their value, to whom they belong and in which jurisdiction they are located. Append documentation that supports this information. 3.2. Specify if there is a co-operation with a natural or legal person with regard to financing the acquisition and describe the conditions of this co-operation. 19

FFFS 2009:5

4. Business plan and detailed information about the acquisition Provide information about the acquisition when: – ownership involves control3 (4.1), – ownership does not entail control, but totals 20 per cent or more (4.2), or – ownership is qualifying but below 20 per cent (4.3). If Finansinspektionen requires additional information to assess the suitability of the acquirer, the authority can also request information in accordance with section 4.1 or 4.2 below. 4.1. Information when ownership involves control An acquirer has control over the target firm if the acquirer directly or indirectly receives a majority of the votes or shares. Furthermore, an acquirer has control over the target firm if the acquirer is a shareholder, and – has the right to appoint or dismiss a majority of the members of the target firm's administrative, management or supervisory bodies, or – via agreements with other owners in the target firm has access to more than half of the votes for all shares or participations. Business plan If the firm's ownership involves control, append a business plan that includes the following:
5. A strategic development plan that includes a description of a) the purpose and objective of the acquisition and how these will be achieved, b) planned changes to the business of the target firm, e.g. products, customers and any reallocation of assets, c) planned integration of the target company with the acquiring firm's group, and d) information about the acquirer's aim and ability to contribute capital to the target firm if needed.
6. A solvency or capital adequacy calculation at the time of the acquisition or at the time of the most recently adopted figures before the acquisition, if the acquisition will entail that the target firm and the acquirer will become part of an insurance group or a financial group.
7. A specified list of the large exposures held by the acquirer at the time of acquisition if the acquirer is a financial institution. 3 Cf. Chapter 1, section 4 of the Annual Accounts Act (1995:1554). 20

FFFS 2009:5 4. Forecasts for the target firm for the coming three years. If the acquisition entails that the target firm and the acquirer will become part of an insurance group or a financial group, forecasts shall also be submitted for the group. The following information should be included in the forecasts: a) balance sheets and profit and loss statements, b) important key ratios, and c) solvency or capital adequacy calculations. 5. A description of how the acquisition will impact the governance and organisation of the target firm. In particular, specify if the acquisition will affect: a) the composition of the board of directors and company management, b) the organisation's operational structure (append an organisational diagram), and c) outsourcing. 4.2. Information when ownership does not involve control, but totals 20 per cent or more If the acquisition does not involve control of the target firm, but the holding totals 20 per cent or more, the following information about the acquisition shall be appended:

1. information about whether the acquirer intends within the foreseeable future to increase or decrease its holding in the target firm,
2. if the acquirer intends to actively attempt to exercise influence over the firm (and specify the circumstances related thereto),
3. a solvency or capital adequacy calculation at the time of the acquisition or at the time of the most recently adopted figures before the acquisition, if the acquisition will entail that the target firm and the acquirer will become part of an insurance group or a financial group, and
4. a specified list of the large exposures held by the acquirer at the time of acquisition if the acquirer is a financial institution. 4.3. Information when ownership is qualifying but below 20 per cent If the acquisition entails that the ownership is less than 20 per cent but is still a qualifying holding, the following information about the acquisition shall be appended:
5. if the acquirer intends in the foreseeable future to increase or decrease its holding in the target firm, and
6. if the acquirer intends to actively attempt to exercise influence over the firm (and specify the circumstances related thereto). 21

FFFS 2009:5 Information Submit any additional information to Finansinspektionen below. The undersigned hereby certifies that the information submitted in this application is correct and complete. Date: ……………….. Signature ……………….. Name in print 22

FFFS 2009:5 Checklist – documents that must be appended to an application for ownership assessment for legal persons The following documents shall be appended to the application: Appended If not appended, explain A certificate of registration that is at the most two months old as set out in section 1.3. Adopted annual report for the most recent financial year as set out in section 1.4. Appendix 1c for all persons as set out in section 1.6. A description or chart of the entire ownership chain, before and after the acquisition, as set out in section 1.8. A description of the group (if relevant) as set out in section 1.9. Documentation that supports the financing of the acquisition as set out in section 3.1. A business plan and information as set out in sections 4.1–4.3. 23

FFFS 2009:5 Appendix 1c Application/notification for senior management in a firm that owns a financial institution If a legal person shall undergo an ownership assessment, the board members, alternate board members, managing director and deputy managing director of the legal person shall submit the information in this appendix to Finansinspektionen. This assessment is part of the ownership assessment that is conducted for a legal person in accordance with Appendix 1b. An assessment shall be carried out in the following situations:

1. If the legal person intends to directly or indirectly acquire a financial institution and needs to apply for permission for the acquisition.
2. If the legal person has a qualifying holding in a firm that is applying for a licence to conduct financial business.
3. If a new board member, alternate member, managing director or deputy managing director are appointed or change position or role in the owner firm, a notification shall be sent to Finansinspektionen. As a part of the ownership assessment, Finansinspektionen will collaborate with e.g. Rikspolisstyrelsen (Swedish National Police Board), Bolagsverket (Swedish Companies Registration Office), Skatteverket (Swedish National Tax Board), Kronofogdemyndigheten (Swedish Enforcement Authority) and firms offering credit assessments. Application form Fill in the information in the form below. Some of the information must be submitted as a separate document. Review the Appendix Checklist on the last page of the application. Contact information Who should Finansinspektionen contact about this assessment? First name:________________________________________________________ Surname: __________________________________________________________ Title:_____________________________________________________________ Address:__________________________________________________________ Telephone number:__________________________________________________ E-mail address:_____________________________________________________ Fax:______________________________________________________________ Financial institution under assessment (including comp. reg. no.)?

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FFFS 2009:5 Information about the owner company In which owner firm are you a board member, alternate board member, managing director or deputy managing director (including comp. reg. no.)?

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Position on board and title Which position on the board and role within the owner company will be assessed? ___ chairman of the board ___ board member ___ alternate board member ___ managing director ___ deputy managing director If you have previously submitted identical information to Finansinspektionen as part of a separate matter, you can refer to that matter below. State the registration number and the information that was submitted. Personal information

1. If you are registered in Sweden First name:________________________________________________________ Surname: _________________________________________________________ Personal identification number:________________________________________ Address:__________________________________________________________ Telephone number:__________________________________________________ If you are not registered in Sweden* First name:_________________________________________________________ Surname: __________________________________________________________ Personal identification number or equivalent:______________________________ Date of birth:_______________________________________________________ Place of birth:_______________________________________________________ Address:___________________________________________________________ Telephone number:___________________________________________________ 25

FFFS 2009:5 Nationality: ________________________________________________________ Passport no.:________________________________________________________ Previous nationalities (if any):__________________________________________ Previous name (if any):________________________________________________

• If you are not registered in Sweden, append a certified copy of an identity document. CV

2. Append a CV that contains relevant information about your education, work experience and other assignments. Reputation of management
3. Have you a) during the past ten years been convicted by a Swedish or foreign court, or formally been charged as a suspect in an ongoing investigation, for a financial crime in respect of which imprisonment is included in the range of penalties? Yes No b) during the past ten years been sentenced to imprisonment by a Swedish or foreign court for a crime other than that set out in 3 a)? Yes No c) during the past five years been a board member or managing director or deputy managing director of an operating company in which the board of directors was not granted a release from liability? Yes No d) during the past five years been dismissed from employment at a financial institution or as a senior manager or an assignment as a board member or auditor in another operating company?

Yes No 4. To the best of your knowledge, have you or any firm in which you are or have been part of senior management or a board member or have or have had control: a) during the past five years been (or still are) party to arbitration proceedings or civil (excluding family-related matters) or management proceedings concerning tax or business? Yes No b) during the past five years been (or still are) subject to a debt restructuring, composition or company reconstruction or entered into bankruptcy or an equivalent process in another country? Yes No 26

FFFS 2009:5 c) during the past ten years been sanctioned by either Swedish or foreign supervision authorities? Yes No d) during the past ten years, either in Sweden or in another country, had an application rejected, been excluded from conducting business or in another way had limitations placed on your right to conduct business or a profession that requires a licence, registration or the equivalent? Yes No e) during the past ten years been the subject of a suitability assessment by a foreign supervisory authority? Yes No 5. If you have answered yes to any of the questions under 3 and 4, please explain: Information Submit any additional information to Finansinspektionen below. The undersigned hereby certifies that the information submitted in this application is correct and complete. Date: ……………….. Signature ……………….. Name in print 27

FFFS 2009:5 Checklist – documents that must be appended to the application/notification The following documents shall be appended to the application/notification: Appended If not appended, explain If you are not registered in Sweden: a certified copy of an identity document as set out on page 27. CV, as described on page 27. 28

FFFS 2009:5 Appendix 2 Application/notification for management assessment A chairman of the board, alternate board member, managing director and deputy managing director in financial institutions shall submit information in accordance with this appendix when the firm applies for authorisation from Finansinspektionen. The management assessment is part of an application for authorisation. Information in accordance with this appendix shall also be submitted to Finansinspektionen when submitting notification of changes in the positions mentioned above. As a part of the management assessment, Finansinspektionen will collaborate with e.g. Rikspolisstyrelsen (Swedish National Police Board), Bolagsverket (Swedish Companies Registration Office), Skatteverket (Swedish National Tax Board), Kronofogdemyndigheten (Swedish Enforcement Authority) and firms offering credit assessments. Application form Fill in the information in the form below. Some of the information must be submitted as a separate document. Review the Appendix Checklist on the last page of the management assessment. Contact information Who should Finansinspektionen contact about this application/notification? First name:_________________________________________________________ Surname: __________________________________________________________ Title:______________________________________________________________ Address:___________________________________________________________ Telephone number:___________________________________________________ E-mail address:______________________________________________________ Fax:_______________________________________________________________ The financial institution under management assessment (including comp. reg. no.)?

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Position on board and title Which position on the board or role will be assessed? ___ chairman of the board ___ board member ___ alternate board member 29

FFFS 2009:5 ___ managing director ___ deputy managing director If you have previously submitted identical information to Finansinspektionen as part of a separate matter, you can refer to that matter below. State the registration number and the information that was submitted. Personal information

1. If you are registered in Sweden First name:_________________________________________________________ Surname: __________________________________________________________ Personal identification number:_________________________________________ Address:___________________________________________________________ Telephone number:___________________________________________________ If you are not registered in Sweden* First name:_________________________________________________________ Surname: __________________________________________________________ Personal identification number or equivalent:__________________________________________________________ Date of birth:________________________________________________________ Place of birth:_______________________________________________________ Address: ___________________________________________________________ Telephone number:___________________________________________________ Nationality: ________________________________________________________ Passport no.:________________________________________________________ Previous nationalities (if any):__________________________________________ Previous name (if any):________________________________________________

• If you are not registered in Sweden, append a certified copy of an identity document. CV

2. Append a CV that contains relevant information about your education, work experience and other assignments. 30

FFFS 2009:5 Employment and board and senior management assignments 3. Specify the firm in which you are employed, receive consistent assignments or are an appointed board member. Also, indicate if you hold several roles within the same company: Name of firm (including comp. reg. no.) Type of business Registered office Position on board and title Qualifying ownership 4. Specify if you either directly or indirectly have a qualifying holding in the firm that is under management assessment or if you in any other way have a significant influence: 5. Specify any other firms in which you hold a direct or indirect qualifying holding or in any other way have significant influence: Name of firm (including comp. reg. no.) Type of business Registered office Holding (per cent) Close relations holding shares 6. Indicate if a close relation owns shares in the firm under management assessment, or in another firm that in turn owns shares in the firm. Also, indicate if there are other financial relationships between the above parties. Close relation refers to e.g. a spouse, registered partner, cohabitee, child, parent or other relation with whom you share living accommodations. 31

FFFS 2009:5 Conflicts of interest 7. State your position in the firm that is under management assessment and any other engagements that you may have that can potentially result in conflicts of interest and describe how these will be handled. Reputation of management 8. Have you a) during the past ten years been convicted by a Swedish or foreign court, or formally been charged as a suspect in an ongoing investigation, for a financial crime in respect of which imprisonment is included in the range of penalties?

Yes No b) during the past ten years been sentenced to imprisonment by a Swedish or foreign court for a crime other than that specified in 8 a? Yes No c) during the past five years been a board member or managing director or deputy managing director of an operating company in which the board of directors was not granted a release from liability? Yes No d) during the past five years been dismissed from employment at a financial institution or as a senior manager or from an assignment as a board member or auditor in another operating company?

Yes No 9. To the best of your knowledge, have you or any firm in which you are or have been part of senior management or a board member or have or have had control: a) during the past five years been (or still are) party to arbitration proceedings or civil (excluding family-related matters) or management proceedings concerning tax or business? Yes No b) during the past five years been (or still are) subject to a debt restructuring, composition or company reconstruction or entered into bankruptcy or an equivalent process in another country? 32

FFFS 2009:5 Yes No c) during the past ten years been sanctioned by either Swedish or foreign supervision authorities? Yes No d) during the past ten years, either in Sweden or in another country, had an application rejected, been excluded from conducting business or in another way had limitations placed on your right to conduct business or a profession that requires a licence, registration or the equivalent? Yes No e) during the past ten years been the subject of a suitability assessment by a foreign supervisory authority? Yes No 10. If you have answered yes to any of the questions under 8 and 9, please explain the circumstances. Information Submit any additional information to Finansinspektionen below. The undersigned hereby certifies that the information submitted in this application is correct and complete. Date: ……………….. Signature ……………….. Name in print 33

FFFS 2009:5 34 Checklist – documents that must be appended to the management assessment The following documents shall be appended to the application/notification: Appended If not appended, explain If you are not registered in Sweden: a certified copy of an identity document as set out on page 31. CV, as set out on page 31.