Articles of Association
Articles of Association for Nordnet AB (publ), 556249-1687
§ 1 Name
The name of the company shall be Nordnet AB. The company is a public company (publ).
§ 2 Registered Office
The registered office of the company shall be in Stockholm.
§ 3 Purpose
The purpose of the company's operations shall be, through wholly- or partially-owned companies, to conduct banking operations, securities operations and insurance operations and operations compatible therewith, and on its own or through wholly- or partially-owned companies, to conduct insurance brokerage operations, offer and provide credits to consumers, and provide financial information via the Internet and operations compatible therewith.
§ 4 Share Capital
The share capital shall be no less than SEK 77,872,654 and no more than SEK 311,490,616.
§ 5 Numbers of Shares
The number of shares shall be no less than 77,872,654 and no more than 311,490,616.
§ 6 Record Day Provision
The company's shares shall be registered in the share ledger according to the Swedish Companies Act (1998:1479) regarding account management of financial securities.
§ 7 Board of Directors
The board of directors shall consist of no less than three and no more than ten members. The members shall be elected annually at the annual general meeting for the period until the end of the next annual general meeting.
§ 8 Auditor
At the annual general meeting, one auditor with or without a deputy auditor shall be elected. A registered auditing firm may also be appointed as auditor.
§ 9 Notice
Notices of shareholders meetings shall be made by advertising in the Official Swedish Gazette [Post- och Inrikes Tidningar] and on the corporate website. An announcement that the notice has been made shall be published in Svenska Dagbladet.
In order to participate in the meeting, a shareholder shall be included in the print-out of the entire share ledger, reflecting the situation five days before the meeting, and also notify the company of his or her attendance no later than 4 pm on the day stated on the notice of the meeting. This day may not be a Saturday or Sunday, other public holiday, Midsummer's Eve, Christmas Eve or New Year's Eve, and may not be before the fifth day (excluding Sundays) before the meeting.
A shareholder shall also notify the company of the number of advisers that the shareholder intends to take to the shareholders meeting in the manner prescribed in the section above.
§ 10 Shareholders Meetings
Shareholders meetings shall be held in Stockholm or Gothenburg.
The annual general meeting shall be held annually within six months after the end of the financial year.
At the Annual General Meeting of Shareholders the following matters shall be addressed.
1. Election of chairman of the meeting.
2. Preparation and approval of the voting list.
3. Election of secretary of the meeting and of two persons to certify the minutes.
4. The issue of whether the meeting has been duly called.
5. Approval of the agenda.
6. Presentation of the annual report and auditor's report and, if any, the group annual report and the group auditor's report.
7. Decisions,
a) regarding adoption of the income statement and balance sheet and, if any, the group income statement and the group balance sheet.
b) regarding discharge from liability for the board of directors and the managing director,
c) regarding the profit or loss of the company in accordance with the adopted balance sheet.
8. Determination of the number of directors and deputy directors.
9. When required, determination of the number of auditors and deputy auditors.
10. Determination of the fees for the board of directors and the auditors.
11. Election of the board of directors and deputy board members, and if applicable, auditors and deputy auditors.
12. Decisions regarding guidance for deciding salary and other remuneration to the CEO and Group executives.
13. Any other matter which is incumbent on the meeting according to the Companies Act or the articles of association.
§ 11 Chairman
The chairman of the board, or if he or she is unable to attend, the person appointed by the board of directors, shall open the meeting and chair the meeting until a chairman of the meeting has been elected.
§ 12 Financial Year
The company's financial year shall be the calendar year.
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Adopted at the Extraordinary General Meeting, 11 August 2010.

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