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2017-10-03

Regulations amending Finansinspektionen’s regulations governing operations on trading venues

Finansinspektionen issued regulations amending its rules on trading venues to establish detailed application procedures for ownership assessments. The amendments introduce standardized forms for both natural and legal persons seeking to acquire qualifying holdings or control in financial institutions. Applicants must submit comprehensive data regarding their financial standing, reputation, ownership chains, and business plans to demonstrate fitness and propriety.

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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. 1 Regulations amending Finansinspektionen’s regulations (FFFS 2007:17) governing operations on trading venues; decided on 10 October 2016. Finansinspektionen prescribes pursuant to Chapter 6, section 1, point 3 of the Securities Market Ordinance (2007:572) and section 8, point 5 of the Central Securities Depositories and Financial Instruments Trading Ordinance (2016:69) that Appendices 1a–2 of Finansinspektionen’s regulations (FFFS 2007:17) regarding operations on trading venues shall have the following wording.

These regulations shall enter into force on 1 November 2016. ERIK THEDÉEN Monika Reinholdsson FFFS 2016:23 Published on 14 October 2016

FFFS 2016:23 2 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 authorisation to conduct business. Acquirer refers in this point to the physical owner of the firm that is applying for a authorisation to conduct business. As a part of the ownership assessment, Finansinspektionen collects information from e.g. The Swedish Police, the Swedish Companies Registration Office, the Swedish Tax Agency, the Swedish Enforcement Authority and firms that provide 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 Whom should Finansinspektionen contact about this application? First name: __________________________________________________ Surname: __________________________________________________ Title: __________________________________________________ Address: __________________________________________________ Telephone: __________________________________________________ e-mail: __________________________________________________ Fax: __________________________________________________ Name of the acquirer: _________________________________________________ Firm under acquisition (including comp. reg. no.)?

Exceptions from submitting certain information Are you citing Chapter 2, sections 2 or 7 of these regulations as a reason for being excepted from submitting certain information? Yes No

FFFS 2016:23 3 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 reference 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 identity number or equivalent:

Date of birth: ___________________________________________________ Place of birth: ___________________________________________________ Address: ___________________________________________________ Telephone number:

Nationality: ________________________________________________________ Passport number: ___________________________________________________ Previous nationalities (if any):______________________________________________

FFFS 2016:23 4 Previous name (if any):

  • If you are not registered in Sweden, append a certified copy of an identity document. CV 1.2. Append a CV that contains relevant information about your education, work experience and other assignments. Financial situation 1.3. 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 percentage of the issued participations. If the voting rights differ from the participations, also state the number of votes as a percentage of the total number of votes. Also, list owners that in any other way have a significant influence over the undertaking subject to acquisition, the target company. List the nature of the business and the registered office for each undertaking in the ownership chain. Also, indicate which undertakings are under the supervision of Finansinspektionen or an equivalent foreign authority. Describe groups, if applicable 1.5. 1.9 Append a description or a sketch of any insurance groups or the firms which are part of a consolidated situation, if applicable, in accordance with Article 18 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms and modifying Regulation (EU) No 548/2012 after the acquisition. The number of participations shall be stated as a percentage of the number of issued participations. If the number of voting rights differs from the number of participations, also state the number of votes as a percentage of the total number of voting rights.

FFFS 2016:23 5 Also, list owners that in any other way have significant influence over the target company. Also, indicate which undertakings are under the supervision of Finansinspektionen or an equivalent foreign authority. For each undertaking that is part of such a group, state if it 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. 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 role

Ownership involving control 1.7. Name the undertakings in which your ownership signifies 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.

FFFS 2016:23 6 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 undertaking that although not shareholders have the ability to exercise similar influence over the target company, 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 1.10. 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 a commercial undertaking in which the board of directors was not granted a release from liability?

FFFS 2016:23 7 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 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/is) 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/is) subject to a debt restructuring, composition or company reconstruction or entered into bankruptcy or an equivalent process in another country? Yes No c) been sanctioned by either a Swedish or foreign supervisory authority? Yes No d) in 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) in the past ten years been the subject of a fit and proper assessment by a foreign competent supervisory authority? Yes No 1.13. If you have answered yes to any of the questions under 1.11 and 1.12, please explain.

FFFS 2016:23 8 2. Information about the acquisition 2.1. Specify the size of the holding you intend to acquire in the target company. The number of participations shall be stated as a percentage of the number of issued participations. State the number of participations before and after the acquisition (direct and indirect). If the voting rights differ from the number of participations, also state the number of votes as a percentage of the total number of votes. 2.2. State the expected date of acquisition. 2.3. State the purpose of the acquisition. Do not answer this question if the information can be concluded from 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 other type of asset), their value, to whom they belong and in which jurisdiction they are located. Append documentation that supports this information.

FFFS 2016:23 9 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. 4. Business plan and detailed information about the acquisition Provide information about the acquisition in accordance with one of the following options: – ownership involves control1 (4.1), – ownership does not signify control, but amounts to 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 signifies control An acquirer has control over the target company if the acquirer directly or indirectly obtains the majority of the votes or participations. Furthermore, an acquirer has control over the target company 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 company has access to more than half of the votes for all shares or participations. Scheme of operations If your ownership signifies control, append a scheme of operations that includes the following:

  1. 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 company, e.g. products, customers and any eventual reallocation of assets, c) the planned integration of the target company with the acquirer’s group, if any, and d) information about the acquirer's intent and ability to contribute capital to the target firm if needed.

1 Cf. Chapter 1, section 4 of the Annual Accounts Act (1995:1554).

FFFS 2016:23 10 3. Forecasts for the target firm for the coming three years. The following information shall be included in the forecasts: a) balance sheet and profit and loss account, b) important key ratios, and c) solvency or capital adequacy calculations. 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 signify control of the target company, but the holding amounts to 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. whether the acquirer intends to actively attempt to exercise influence over the undertaking (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 ………………..

FFFS 2016:23 11 Name in print 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 in accordance with 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.

FFFS 2016:23 12 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 authorisation to conduct business. Acquirer in this point refers to the legal owner of the firm that is applying for authorisation to conduct business. As a part of the ownership assessment, Finansinspektionen collects information from e.g. The Swedish Police, the Swedish Companies Registration Office, the Swedish Tax Agency, the Swedish Enforcement Authority and firms that provide 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 Whom should Finansinspektionen contact about this application? First name: __________________________________________________ Surname: __________________________________________________ Title: __________________________________________________ Address: __________________________________________________ Telephone number:

e-mail: __________________________________________________ Fax: __________________________________________________ Name of the acquirer:

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

FFFS 2016:23 13 Exceptions from submitting certain information Are you citing Chapter 2, sections 2, 6 or 7 of these regulations as a reason for being excepted from submitting certain information? 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 undertaking 1.1 Full name of the firm :________________________________________ Comp. reg. no./registration no.:_________________________________________________ Head office address: ___________________________________________ Telephone: ___________________________________________ 1.2. State the business of the acquirer: 1.3. Append a registration certificate that is at the most two months old.

FFFS 2016:23 14 Financial situation 1.4. Append the most recently adopted annual report. 1.5. If possible, cite credit ratings and credit assessment companies. Board of directors and management 1.6. State board members, deputy 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 percentage of the issued participations. If the voting rights differ from the participations, also state the number of votes as a percentage of the total number of votes. Also, list owners that in any other way have a significant influence over the undertaking subject to acquisition, the target company. List the nature of the business and the registered office for each undertaking in the ownership chain. Also, indicate which undertakings are under the supervision of Finansinspektionen or an equivalent foreign authority. Describe groups, if applicable 1.9. Append a description or a sketch of any insurance groups or the firms which are part of a consolidated situation, if applicable, in accordance with Article 18 of Regulation (EU) No 575/2013 on prudential requirements for credit institutions and investment firms after the acquisition.

FFFS 2016:23 15 The number of participations shall be stated as a percentage of the number of issued participations. If the number of voting rights differs from the number of participations, also state the number of votes as a percentage of the total number of voting rights. Also, list owners that in any other way have significant influence over the target company. Also, indicate which undertakings are under the supervision of Finansinspektionen or an equivalent foreign authority. For each undertaking that is part of such a group, state if it 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 who 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.

FFFS 2016:23 16 Reputation of the acquirer 1.12. Has the undertaking a) during the past five years been (or still is) party to arbitration proceedings or civil or management proceedings concerning tax or business? Yes No b) in the past five years been (or still is) the object of a composition or company reconstruction or an equivalent process in another country? Yes No c) been sanctioned by either a Swedish or foreign supervisory authority? 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) in the past ten years been the subject of a fit and proper assessment by a foreign competent 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 2.1. Specify the size of the holding the undertaking intends to acquire in the target company. The number of participations shall be stated as a percentage of the number of issued participations. State the number of participations before and after the acquisition (direct and indirect). If the voting rights differ from the number of participations, also state the number of votes as a percentage of the total number of votes.

FFFS 2016:23 17 2.2. State the expected date of acquisition. 2.3. State the purpose of the acquisition. Do not answer this question if the information can be concluded from 4.1.1a. 3. Financing the acquisition 3.1. Specify how the undertaking intends to finance the acquisition. Describe the background of all financing items (whether monetary or other 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. 4. Business plan and detailed information about the acquisition Provide information about the acquisition according to one of the following options:

FFFS 2016:23 18 – ownership involves control2 (4.1), – ownership does not signify 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 signifies control An acquirer has control over the target company if the acquirer directly or indirectly obtains the majority of the votes or participations. Furthermore, an acquirer has control over the target company 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 company has access to more than half of the votes for all shares or participations. Scheme of operations If the undertaking’s ownership signifies control, append a business plan that includes the following:

  1. 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 company, e.g. products, customers and any eventual reallocation of assets, c) planned integration of the target company with the acquiring undertaking’s group, and d) information about the acquirer’s intention and ability to contribute capital to the target company if needed.
  2. 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 entails that the target company and the acquirer will become part of an insurance group or a consolidated situation in accordance with Article 18 Regulation (EU) No 575/2013 on prudential requirements for credit institutions and investment firms.
  3. A specified list of the large exposures held by the acquirer at the time of acquisition if the acquirer is a financial institution.
  4. Forecasts for the target company for the coming three years. If the acquisition entails that the target company and the acquirer will become part of an insurance group or a consolidated situation in accordance with Article 18 of Regulation (EU)

2 Cf. Chapter 1, section 4 of the Annual Accounts Act (1995:1554).

FFFS 2016:23 19 No 575/2013 on prudential requirements for credit institutions and investment firms, forecasts shall also be submitted for the group. The following information shall be included in the forecasts: a) balance sheet and profit and loss account, 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 company. 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 signify control, but amounts to 20 per cent or more If the acquisition does not signify control of the target company, but the holding amounts to 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 reduce its holding in the target company,

  2. whether the acquirer intends to actively attempt to exercise influence over the undertaking (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 entails that the target company and the acquirer will become part of an insurance group or a consolidated situation in accordance with Article 18 Regulation (EU) No 575/2013 on prudential requirements for credit institutions and investment firms, 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. whether the acquirer intends in the foreseeable future to increase or decrease its holding in the target company, and

FFFS 2016:23 20 2. whether the acquirer intends to actively attempt to exercise influence over the undertaking (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

FFFS 2016:23 21 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.

FFFS 2016:23 22 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 collects information from e.g. The Swedish Police, the Swedish Companies Registration Office, the Swedish Tax Agency, the Swedish Enforcement Authority and firms that provide 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 Whom should Finansinspektionen contact about this assessment? First name: __________________________________________________ Surname: _________________________________________________ Title: __________________________________________________ Address: __________________________________________________ Telephone: __________________________________________________ e-mail: __________________________________________________ Fax: __________________________________________________ Financial institution under assessment (including comp. reg. no.)?

FFFS 2016:23 23 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.)?

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 reference number and the information that was submitted. Personal information

  1. If you are registered in Sweden First name: ___________________________________________________ Surname: ___________________________________________________ Personal identification number:

Address: ___________________________________________________ Telephone: ___________________________________________________ If you are not registered in Sweden* First name: ___________________________________________________ Surname: ___________________________________________________ Personal identity number or equivalent:

Date of birth: ___________________________________________________ Place of birth: ___________________________________________________

FFFS 2016:23 24 Address: ___________________________________________________ Telephone number:

Nationality: ________________________________________________________ Passport number: ___________________________________________________ Previous nationalities (if any):______________________________________________ Previous name (if any):

  • If you are not registered in Sweden, append a certified copy of an identity document. CV
  1. Append a CV that contains relevant information about your education, work experience and other assignments. Reputation of management
  2. 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) in the past ten years been sentenced to imprisonment by a Swedish or foreign court for a crime other than that specified in 3a? Yes No c) in the past five years been a board member or managing director or deputy managing director of a commercial undertaking in which the board of directors was not discharged 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/is) party to arbitration proceedings or civil (excluding family-related matters) or management proceedings concerning tax or business? Yes No

FFFS 2016:23 25 b) in the past five years been (or still are/is) subject to a debt restructuring, composition or company reconstruction or entered into bankruptcy or an equivalent process in another country? Yes No c) been sanctioned by either a Swedish or foreign supervisory authority? Yes No d) in 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) in the past ten years been the subject of a fit and proper assessment by a foreign competent 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 ………………..

FFFS 2016:23 26 Name in print 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 referred to on page 27.

CV, as described on page 27.

FFFS 2016:23 27 Appendix 2 Application/notification - management assessment A chairman of the board, alternate board member, managing director and deputy managing director in financial undertakings shall submit information in accordance with this appendix when applying 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 suitability assessment, Finansinspektionen collects information from e.g. The Swedish Police, the Swedish Companies Registration Office, the Swedish Tax Agency, the Swedish Enforcement Authority and firms that provide 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 Whom should Finansinspektionen contact about this application/notification? First name: __________________________________________________ Surname: __________________________________________________ Title: __________________________________________________ Address: __________________________________________________ Telephone: __________________________________________________ E-mail: __________________________________________________ Fax: __________________________________________________ The financial undertaking under management assessment (including comp. reg. no.)?

Position on board and title Which position on the board or role will be assessed?

FFFS 2016:23 28 ___ 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 reference number and the information that was submitted. Personal information

  1. If you are registered in Sweden First name: ___________________________________________________ Surname : ___________________________________________________ Personal identification number:

Address: ___________________________________________________ Telephone: ___________________________________________________ If you are not registered in Sweden* First name: ___________________________________________________ Surname : ___________________________________________________ Personal identity number or equivalent:

Date of birth: ___________________________________________________ Place of birth: ___________________________________________________ Address: ___________________________________________________ Telephone: ___________________________________________________ Nationality: ________________________________________________________ Passport number: ___________________________________________________ Previous nationalities (if any):______________________________________________ Previous name (if any):

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

FFFS 2016:23 29 CV 2. Append a CV that contains relevant information about your education, work experience and other assignments. Employment, board assignments and management 3. Specify the undertaking in which you are employed, receive consistent assignments or are an appointed board member. Also, indicate if you hold several roles within the same undertaking: Name of undertaking (including corporate identity no.) Type of business Registered office Position on board and role

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 undertakings in which you hold a direct or indirect qualifying holding or in any other way have significant influence: Name of undertaking (including corporate identity no.) Type of business Registered office Holding (per cent)

FFFS 2016:23 30 Close relations holding shares 6. Indicate if a close relation owns shares in the undertaking under management assessment, or in another undertaking that in turn owns shares in the undertaking. 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. 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) in the past five years been a board member or managing director or deputy managing director of a commercial undertaking in which the board of directors was not discharged 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?

FFFS 2016:23 31

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/is) 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/is) subject to a debt restructuring, composition or company reconstruction or entered into bankruptcy or an equivalent process in another country? Yes No c) been sanctioned by either a Swedish or foreign supervisory authority? Yes No d) in 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) in the past ten years been the subject of a fit and proper assessment by a foreign competent supervisory authority? Yes No 10. If you have answered yes to any of the questions under 8 and 9, please explain.

FFFS 2016:23 32 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

FFFS 2016:23 33 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 referred to on page 31.

CV, as set out on page 31.

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