Table of Contents

 

As filed with the Securities and Exchange Commission on February 26, 2016

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F

 

(Mark One)

 

o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

OR

 

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015                 

 

 

OR

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

OR

 

 

o

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

 

For the transition period from                       to                        

 

Commission file number : 001-8382

 

AKTIEBOLAGET SVENSK EXPORTKREDIT

(Exact name of Registrant as specified in its charter)

 

(SWEDISH EXPORT CREDIT CORPORATION)

(Translation of Registrant’s name into English)

 

Kingdom of Sweden

(Jurisdiction of incorporation or organization)

 

Klarabergsviadukten 61-63, Stockholm, Sweden

(Address of principal executive offices)

 

contact person:

Susanna Rystedt, Swedish Export Credit Corporation,

P.O.Box 194, SE-101 23 Stockholm

Email: Susanna.Rystedt@sek.se

Phone 46-8-613 85 64, Fax 46-8-20 38 94 (1)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:(2)

 

Title of each class

 

Name of each exchange on which registered

ELEMENTS SM  Linked to the SPECTRUM Large Cap U.S. Sector Momentum Index developed by BNP Paribas due August 8, 2022

 

NYSE ARCA, Inc.

 

 

 

ELEMENTS SM  Linked to the Rogers International Commodity Index® — Agriculture Total ReturnSM due October 24, 2022

 

NYSE ARCA, Inc.

 

 

 

ELEMENTS SM  Linked to the Rogers International Commodity Index® — Energy Total Return SM  due October 24, 2022

 

NYSE ARCA, Inc.

 

 

 

ELEMENTS SM  Linked to the Rogers International Commodity Index® — Metals Total Return SM  due October 24, 2022

 

NYSE ARCA, Inc.

 

 

 

ELEMENTS SM  Linked to the Rogers International Commodity Index® — Total Return SM  due October 24, 2022

 

NYSE ARCA, Inc.

 

 

 

ELEMENTS SM  Linked to the MLCX Biofuels Index (Exchange Series) — Total Return due February 13, 2023

 

NYSE ARCA, Inc.

 

 

 

ELEMENTS SM  Linked to the MLCX Grains Index — Total Return due February 14, 2023

 

NYSE ARCA, Inc.

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

 



Table of Contents

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

 

(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Shares

3,990,000

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

x Yes    o No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes    x No

 

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

x Yes    o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer o

 

Non-accelerated filer x

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP o

 

International Financial Reporting Standards as issued
by the International Accounting Standards Board
x

 

Other o

 

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17    o Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes    x No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

o Yes    o No

 



Table of Contents

 

TABLE OF CONTENTS

 

PART I

2

 

 

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

2

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

2

ITEM 3. KEY INFORMATION

3

ITEM 4. INFORMATION ON THE GROUP AND THE PARENT COMPANY

11

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

25

ITEM 6. DIRECTORS, SENIOR MANGEMENT AND EMPLOYEES

38

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

46

ITEM 8. FINANCIAL INFORMATION

48

ITEM 9. THE OFFER AND LISTING

48

ITEM 10. ADDITIONAL INFORMATION

49

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

54

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

54

 

 

PART II

55

 

 

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

55

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

55

ITEM 15. CONTROLS AND PROCEDURES

56

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

57

ITEM 16B. CODE OF ETHICS

57

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

57

ITEM 16D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

58

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

58

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

58

ITEM 16G.CORPORATE GOVERNANCE

58

 

 

PART III

59

 

 

ITEM 17. FINANCIAL STATEMENTS

59

ITEM 18. FINANCIAL STATEMENTS

59

ITEM 19. EXHIBITS

60

 



Table of Contents

 

INTRODUCTORY NOTES

 

In this annual report on Form 20-F (the “annual report”), unless otherwise specified, all amounts are expressed in Swedish kronor (“Skr”). See Item 3, “Key Information”, for a description of historical exchange-rates and other matters relating to the Swedish kronor.

 

In this annual report, unless otherwise indicated, all descriptions and financial information relate to the consolidated group consisting of Aktiebolaget Svensk Exportkredit (publ) (Swedish Export Credit Corporation) (the “Parent Company”), including the “State Support System” (the “S-system”), which is described in detail herein, and the Parent Company’s wholly-owned subsidiary Venantius AB (including its wholly-owned subsidiary VF Finans AB) (the “Subsidiary” and together with the Parent Company, “SEK”, the “Consolidated Group” or the “Group”). In certain instances, information relating to the S-system on a stand-alone basis is provided separately. The Consolidated Financial Statements of SEK included in Item 18 (the “Consolidated Financial Statements”) comprise the financial statements of the Parent Company and the Subsidiaries. In certain cases, comparable figures for earlier financial periods are reported in parentheses after the relevant figure for the current period. For example, “(2014: Skr 10 million)” means that the relevant figure for 2014, or as of December 31, 2014, as the context requires, was Skr 10 million.

 

As used herein, the words “we”, “our”, “us” and “ours” refer to the Parent Company or to the Group, as the context requires.

 

The Parent Company is a “public company” within the meaning of the Swedish Companies Act (2005:551). A Swedish company, even if its shares are not listed on an exchange and are not publicly traded, may choose to declare itself a “public company”. Only public companies are allowed to raise funds from the public through the issuance of debt instruments. A public company is required to add the notation “publ” to its name, unless it is evident from the company’s name that the company is a public company.

 

Additional information about SEK, including investor presentations and the Annual Report for the financial year 2015, is available at www.sek.se. Information available on or accessibly through SEK’s website is not incorporated herein by reference.

 

FORWARD-LOOKING STATEMENTS

 

This annual report contains forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These statements include but are not limited to:

 

·                          statements regarding financial projections and estimates and their underlying assumptions;

·                          statements regarding plans, objectives and expectations relating to future operations and services;

·                          statements regarding the impact of regulatory initiatives on SEK’s operations;

·                          statements regarding general industry and macroeconomic growth rates and SEK’s performance relative to them; and

·                          statements regarding future performance.

 

Forward-looking statements generally are identified by the words “expect”, “anticipate”, “believe”, “intend”, “estimate”, “should”, and similar expressions.

 

Forward-looking statements are based on current plans, estimates and projections, and therefore readers should not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and SEK undertakes no obligation to update any forward-looking statement in light of new information or future events, although SEK intends to continue to meet its ongoing disclosure obligations under the U.S. securities laws (such as the obligations to file annual reports on Form 20-F and reports on Form 6-K) and under other applicable laws. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and generally beyond SEK’s control. Readers are cautioned that a number of important factors could cause actual results or outcomes to differ materially from those expressed in, or implied by, forward-looking statements. These factors include, among others, the following:

 

1



Table of Contents

 

·                  Disruptions in the financial markets or economic recessions may have an adverse effect on SEK’s ability to repay its debt;

·                  SEK is exposed to credit risk even in normal economic circumstances. Disruptions in the financial markets or economic recessions may further negatively affect the credit quality of borrowers and cause other risk to counterparties, which may cause credit losses or affect the value of assets;

·                  Reduced access to international capital markets for the financing of SEK’s operations, or less favorable financing terms, may have negative impacts on SEK’s profitability and its ability to fulfill its obligations;

·                  SEK may experience negative changes in the value of its assets or liabilities and may incur other losses related to volatile and illiquid market conditions;

·                  SEK’s hedging strategies may not prevent losses;

·                  Fluctuations in foreign currency exchange-rates could harm SEK’s business;

·                  Increasing competition may adversely affect SEK’s income and business;

·                  SEK is exposed to significant operational risk;

·                  Changes in law or regulation may adversely affect SEK’s business;

·                  Risk related to financial reporting and other deficiencies in internal control over financial reporting and disclosure processes could result in errors, affect operating results and cause investors to lose confidence in our reported results;

·                  Developments in emerging market countries may adversely affect the Group’s business;

·                  Negative interest rates may have an impact on SEK’s profitability and

·                  Natural disasters, social and political unrest and other factors beyond SEK’s control may disrupt financial markets and economic conditions in markets that SEK relies on.

 

PART I

 

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

 

Not required as this 20-F is filed as an Annual Report.

 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not required as this 20-F is filed as an Annual Report.

 

2



Table of Contents

 

ITEM 3. KEY INFORMATION

 

A                   Selected Financial Data

 

The following selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements and related notes. The consolidated statement of comprehensive income data for the years ended December 31, 2015, 2014, 2013, 2012 and 2011 and the consolidated statement of financial position data as of December 31, 2015, 2014, 2013, 2012 and 2011 have been derived from SEK’s Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standard Board (IASB) (herein “IFRS”).

 

While complying with IFRS, SEK also complies with additional requirements of the Swedish Annual Accounts Act for Credit Institutions and Securities Companies (1995:1559) (ÅRKL), the Recommendation RFR1. Supplementary Accounting Principles for Groups, issued by the Swedish Financial Reporting Board (RFR) and the accounting regulations of Finansinspektionen (the Swedish FSA) (FFFS 2008:25).

 

The following information should be read in conjunction with the more detailed discussion contained in Item 5 “Operating and Financial Review and Prospects”.

 

 

 

Year Ended December 31,

 

(In Skr mn, unless otherwise stated)

 

2015

 

2014

 

2013

 

2012(1)

 

2011(1)

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest revenues

 

1,662

 

1,578

 

1,555

 

1,880

 

1,871

 

Operating income

 

2,056

 

2,078

 

1,958

 

1,392

 

2,500

 

Operating profit (A)

 

1,535

 

1,629

 

1,408

 

824

 

1,889

 

Net profit (after taxes)

 

1,187

 

1,260

 

1,090

 

709

 

1,400

 

Dividend per share (Skr) (B)

 

89.22

 

94.74

 

81.96

 

53.29

 

105.26

 

Total comprehensive income (C)

 

1,049

 

1,494

 

823

 

868

 

1,663

 

Ratios of earnings to fixed charges (D)

 

2.31

 

1.74

 

1.54

 

1.23

 

1.47

 

 


(1) Adjusted, please see Item C below

 

(A) Operating profit equals operating income minus personnel expenses, other administrative expenses, depreciation and impairment of non-financial assets and net credit losses. See the Consolidated Statement of Comprehensive Income.

 

(B) The dividend for the year ended December 31, 2015 is to be proposed to the Annual General Meeting which will be held in April 2016, and is subject to approval at that meeting.

 

(C) For the years 2012 and 2011 total comprehensive income was amended in 2013 due to the implementation of IAS 19R.

 

(D) For the purpose of calculating ratios of earnings to fixed charges, earnings consist of net profit for the year, plus taxes and fixed charges. Fixed charges consist of SEK’s interest expenses, including borrowing costs. See also Exhibit 7.1 Statement of Ratios of Earnings to Fixed Charges.

 

3



Table of Contents

 

 

 

December 31,

 

(In Skr mn, unless otherwise stated)

 

2015

 

2014

 

2013

 

2012 (1)

 

2011 (1)

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans outstanding (E)

 

205,097

 

218,222

 

201,477

 

192,907

 

195,600

 

Total assets

 

280,411

 

325,166

 

306,554

 

313,136

 

319,702

 

Total debt

 

235,644

 

284,137

 

270,822

 

275,650

 

276,420

 

of which subordinated

 

2,088

 

1,945

 

1,607

 

3,013

 

3,174

 

Equity (F)

 

16,828

 

16,157

 

14,990

 

14,380

 

13,932

 

of which share capital

 

3,990

 

3,990

 

3,990

 

3,990

 

3,990

 

Number of shares

 

3,990,000

 

3,990,000

 

3,990,000

 

3,990,000

 

3,990,000

 

Total liabilities and equity

 

280,411

 

325,166

 

306,554

 

313,136

 

319,702

 

 


(1) Adjusted, please see item F below

 

(E) Loans outstanding consist of loans due from commercial and financial institutions including loans in the form of interest bearing securities. Certain deposits with banks and states are not a part of total loans, although they are included in the items Loans to Credit Institutions and Loans to the Public in the statement of financial position. For a reconciliation of loans outstanding, see Note 11 to the Consolidated Financial Statements.

 

(F) For the years 2012 and 2011 equity was amended in 2013 due to the implementation of IAS 19R.

 

B                   Foreign Exchange-rates

 

The Group’s presentation currency is the Swedish kronor (“Skr”). The following tables set forth, for the periods and dates indicated, information concerning the noon buying rates for cable transfers in Swedish kronor, expressed in Skr per $1.00, as certified for customs purposes by the Federal Reserve Bank of New York.

 

Calendar Year

 

High

 

Low

 

Average (A)

 

Period End

 

2015

 

8.8390

 

7.8117

 

8.4477

 

8.3524

 

2014

 

7.8117

 

6.3392

 

6.9339

 

7.8117

 

2013

 

6.8360

 

6.2940

 

6.5221

 

6.5084

 

2012

 

7.2850

 

6.5005

 

6.7747

 

6.5156

 

2011

 

6.9759

 

6.0050

 

6.4941

 

6.9234

 

2010

 

8.0593

 

6.5145

 

7.2053

 

6.7571

 

 

(A) The average of the exchange-rates on the last day of each month during the period

 

Calendar Month 2015

 

High

 

Low

 

September

 

8.4607

 

8.1810

 

October

 

8.5365

 

8.1152

 

November

 

8.7395

 

8.5162

 

December

 

8.7025

 

8.3459

 

 

Calendar Month 2016

 

High

 

Low

 

January

 

8.6024

 

8.5057

 

February 1st until February 19 th

 

8.5749

 

8.344

 

 

4



Table of Contents

 

The noon buying rate on February 19, 2016 was $1.00 = Skr 8.4426

No representation is made that Swedish krona amounts have been, could have been or could be converted into U.S. dollars at the foregoing rates on any of the dates indicated.

 

C                   Risk Factors

 

Disruptions in the financial markets or economic recessions may have an adverse effect on SEK’s ability to repay its debt.

 

SEK’s financial performance, as represented in its statement of financial position and of comprehensive income, may be adversely affected by a number of factors, many of which are outside the Group’s control. Disruptions in the international financial markets and the worldwide recession that we witnessed a few years ago had both direct and indirect effects on SEK’s profitability, asset quality, and its ability to finance its operations. Such future disruptions or global recessions may reduce the Group’s ability to repay its debt.

 

In addition, certain economies around the world are currently in recession and some major countries are experiencing slow growth. The decline in commodity prices are also to a large extent an effect of slower growth in the world, particularly the slowdown in growth taking place in China. This, or any return to recessive conditions in any significant market that has recently emerged from recession, may ultimately impact the industrial development of commercial or industrial entities in countries around the world, which could also affect the business volumes, profitability or asset qualities of the Group. There can be no certainty that measures taken by various governments and monetary authorities will succeed in re-establishing, on a sustainable basis, the conditions necessary for economic growth. Therefore, uncertainty remains as to the future global economic outlook, and many countries’ economies could experience long periods of slow growth or recurring recessions.

 

Additionally, even in the absence of slow economic growth or recessions, other economic circumstances — including, but not limited to, volatility in energy prices, contractions in infrastructure spending, fluctuations in market interest or exchange-rates, and concerns over the financial health of sovereign governments and their instrumentalities — may have negative consequences for the companies and industries that the Group provides financing to (as well as the financial condition of SEK’s financial counterparties) and could, in addition to the other factors cited above, have material adverse effects on the Group’s business prospects, financial condition or ability to fulfill its debt obligations.

 

SEK is exposed to credit risk even in normal economic circumstances. Disruptions in the financial markets or economic recessions may further negatively affect the credit quality of borrowers and cause other to risk counterparties, which may cause credit losses or affect the value of assets.

 

Risks arising from the credit quality of borrowers and counterparties and the recoverability of loans and amounts due from counterparties in derivative transactions are inherent in SEK’s businesses. Consequently, SEK may incur credit losses or delinquency in debt repayments even in normal economic circumstances. Financial market disruptions or economic recessions may further affect SEK’s customers and counterparties, negatively affecting their ability to fulfill their obligations. Market and economic disruptions may affect, among other things, business and consumer spending, bankruptcy rates and asset prices, creating a greater likelihood of impact on an increased number of SEK’s customers or counterparties credit demand or that they may become delinquent in their loans or other obligations to SEK. SEK has, in the recent past, been forced to write down the value of some of its assets as a result of disruptions in the financial markets, and SEK may be forced to do so again in future periods. Such disruptions may affect the recoverability and value of SEK’s assets and may necessitate an increase in SEK’s provisions for delinquent and defaulted debt and other provisions, which could in turn have a material adverse effect on SEK’s business and/or its ability to repay its debts.

 

5



Table of Contents

 

Reduced access to international capital markets for the financing of SEK’s operations, or less favorable financing terms, may have negative impacts on SEK’s profitability and its ability to fulfill its obligations.

 

In order to finance its operations, SEK is dependent on the international capital markets, where it competes with other issuers to obtain financing. Although SEK has been able to successfully finance its operations to date, factors outside SEK’s control may have material adverse effects on the Group’s continued ability to obtain such financing or could cause the cost of such financing to increase. Continuing market turmoil and ongoing recessions in certain major countries have made it very difficult for many issuers to obtain financing, especially for debt instruments with longer maturities. Continued market disruptions may make such borrowing more expensive and difficult to obtain, consequently reducing the Group’s profitability and/or its ability to fulfill its obligations. In addition, in the wake of the financial disruptions from 2008 and onwards, there have been proposals of new stricter regulations under the Basel regime with regard to capital adequacy and liquidity coverage. These stricter regulations (many of which have already come into force, while others are expected to become effective in the near future) will mean that, in general, financial institutions will need to have larger own funds in relation to their risk-weighted assets as well as have better matched borrowing in relation to their obligations. Furthermore, tighter rules on which assets can be defined as liquidity reserves as well as stricter requirements on clearing of derivatives are important parts of the regulations. Compliance with such new rules may increase the costs of borrowing for all financial institutions, including SEK.

 

A key factor affecting the cost and availability of financing is SEK’s credit rating. Although the Group currently has favorable credit ratings from various credit rating agencies, those credit ratings depend on many factors, some of which are outside of SEK’s control. Credit rating agencies are also increasing their scrutiny of all issuers, particularly financial institutions. Significant factors in determining SEK’s credit ratings or that otherwise could affect its ability to raise financing include its ownership structure, asset quality, liquidity profile, short- and long-term financial prospects, risk exposures, capital ratios, and prudential measures, as well as government support and SEK’s public policy role. In particular, the public policy role of SEK and corresponding level of government support might receive greater scrutiny from the rating agencies in the near future, as similar institutions within the Nordic region have recently experienced dramatic changes in their government’s definition of their public policy role. Notwithstanding regular confirmation from SEK’s owner (the Swedish State) of its continued support for SEK’s current public policy role, the risk that this view could change in the future cannot be entirely disregarded. Deterioration in any one of these factors or in any combination of these factors may lead rating agencies to downgrade SEK’s credit ratings. If the Group were to experience a downgrade in its credit ratings, it would likely become necessary to offer increased interest margins in the capital markets in order to obtain financing, which would likely substantially lower the Group’s profit margins and earnings, harm its overall liquidity and negatively affect its business and its ability to fulfill its obligations.

 

SEK may experience negative changes in the value of its assets or liabilities and may incur other losses related to volatile and illiquid market conditions.

 

Market volatility, illiquid market conditions and disruptions in the credit markets have during certain periods made it difficult to value certain of SEK’s assets and liabilities. For example, SEK is exposed to changes in fair value due to changes in credit spreads on its own debt and due to changes in currency basis spread, which it has not hedged, and such changes in fair value can have a negative impact on SEK’s results as reported under IFRS, even though SEK historically has not experienced any material realized losses related to such exposures. Subsequent valuations, in light of factors then prevailing, may result in significant changes in the value of such assets or liabilities in future periods. In addition, at the time of any sale of any such assets, the prices SEK ultimately realizes will depend on the demand and liquidity in the market at that time and may be materially lower than such assets’ current fair value. Any of these factors could require SEK to negatively change the carrying amount of such assets or liabilities, which may have an adverse effect on the Group’s financial condition in future periods.

 

SEK’s hedging strategies may not prevent losses.

 

SEK uses hedging instruments in an attempt to manage interest rate, currency, credit, basis and other market-related risks. If any of the variety of instruments and strategies the Group uses to hedge its exposure to these various types of risk is not effective, the Group may incur losses, impairing its ability to timely repay or refinance its debts. In addition, there can be no assurance that the Group will continue to be able to hedge risks related to current or future assets or liabilities in accordance with its current policies in an efficient manner or at all. Disruptions such as market crises and economic recessions may put a strain on the availability and effectiveness of hedging instruments or strategies and could have an adverse effect on SEK’s financial condition and its ability to fulfill its obligations.

 

6



Table of Contents

 

Fluctuations in foreign currency exchange-rates could harm SEK’s business.

 

As an international lending institution, the Group is subject to some exchange-rate risk. The adequacy of the Group’s financial resources may be impacted by changes in currency exchange-rates that affect the value in Swedish currency of the Group’s foreign-currency obligations. The values of a majority of the items presented in the statement of financial position are subject to fluctuations as a result of changes in the exchange-rate between the Swedish krona and other currencies, such as the U.S. dollar/Swedish krona and the euro/Swedish krona exchange-rates. Even though the Group carefully monitors and hedges its foreign currency exposures, changes in currency exchange-rates adverse to the Group could harm SEK’s business, its profitability and its ability to repay its debts. Furthermore, SEK does not hedge its exposure towards currency exchange-rate effects related to unrealized changes in the fair value of its assets and liabilities. Also, any strengthening of the Swedish krona against other currencies may reduce demand for the products sold overseas by SEK’s Swedish clients and thus reduce demand for its loans from end-purchasers of such products, or cause such clients to experience increased difficulty in repaying their loans to SEK. Such eventualities could therefore have an adverse effect on SEK’s financial condition and its ability to fulfill its obligations. As part of its ordinary business activities, SEK has a material amount of euro-denominated assets reported in its statement of financial position as well as euro-denominated debt. Because of uncertainty surrounding the capacity of Eurozone countries’ ability to handle the financial problems many of these countries are currently experiencing, the euro may fluctuate against the Swedish krona or any other currency in which SEK has assets or liabilities. SEK might therefore be harmed by such fluctuations in exchange-rates. Recent developments in Russia have had a negative impact on SEK’s customers, while recent developments in Greece have only had indirect effects through their impact on financial markets.

 

Increasing competition may adversely affect SEK’s income and business.

 

Competition in the Group’s business is based on service, product innovation, product features, price, commission structures, financial strength and name recognition. The Group competes with a large number of other credit institutions, including domestic and foreign banks, as well as with the direct or indirect financing programs of exporters themselves. Some of these institutions offer a broader array of products or have more competitive pricing or greater financial resources with which to compete than does SEK. Increasing competition may have significant negative effects on the Group’s financial performance if the Group is unable to match the products and services of its competitors or has to lower its prices or rates in order to compete for customer business, investments or financing. Such changes could have material adverse effects on SEK’s business and its ability to repay its debts.

 

SEK is exposed to significant operational risk.

 

Broadly, operational risk can arise from fraud, errors by employees, failure to document transactions properly or to obtain proper internal authorizations, equipment failures, natural disasters, and information security failures or the failure of external systems such as, for example, those of SEK’s suppliers or counterparties. SEK’s businesses are dependent on the ability to process complex transactions efficiently and accurately. Failure to address operational risk may lead to additional costs, losses or damages to SEK’s reputation which may negatively affect customers’ and investors’ confidence, and thus SEK’s business, financial performance and/or ability to repay its debt. If, for example, SEK failed to properly comply with its obligations under financial guarantee contracts or other credit risk reducing arrangements or if the contracts were not properly drafted, this could result in SEK not being able to effectively seek recourse to such guarantees or other arrangements in the event the relevant borrower was unable to repay its debt to SEK.

 

There is also a risk that SEK’s reputation will be damaged if SEK fails to comply with current legislation and best practices or in any other way fails to meet its commitments, including those that are not explicit. Although operational risks can be reduced by properly documented processes, adequate systems, a culture of sensitivity to risk, compliance with regulations, effective corporate governance and other factors supporting internal control, such procedures may not be effective in controlling each single operational risk SEK faces. A significant failure in managing our operational risk could materially and adversely affect SEK’s business, financial condition, results of operation and/or ability to repay its debt.

 

7



Table of Contents

 

Changes in law or regulation may adversely affect SEK’s business

 

SEK’s business is subject to regulation and regulatory oversight. Any significant regulatory development could affect the manner in which SEK conducts its business and SEK’s results of operations.

 

SEK is subject to financial services laws, regulations, administrative actions and policies in each location in which SEK operates. Financial regulators around the world have responded to the recent crisis by proposing significant changes to the regulatory regime applicable to financial service companies such as SEK’s. Changes to the current system of supervision and regulation, or any failure to comply with applicable rules (and particularly those in Sweden) could materially and adversely affect SEK’s business, financial condition or results of operation and/or ability to repay its debt.

 

In December 2010, the Basel Committee on Banking Supervision presented an extensive new package of rules known as Basel III, intended to supersede the previous Basel II standard. As of January 1, 2014, new rules according to Basel III came into force within the European Union by means of the Capital Requirements Regulation (CRR) and the Capital Requirements Directive (CRD IV). The CRR is directly applicable legislation in the European Union. The rules of the CRD IV must be transposed into national law, and the new Swedish laws Credit Institutions and Securities Companies (Special Supervision) Act (2014:968) and the capital Buffers Act (2014:966) were enacted and came into effect as of August 2, 2014. In some cases the new rules are subject to transitional arrangements, while in other cases binding rules are still not finalized. The areas in which rules have yet to be finalized include, but are not limited to (i) the minimum requirements on leverage, particularly the minimum leverage ratio of 3.0 percent which is intended to apply from 2018 and which may be increased following the evaluation period and (ii) minimum requirements on net stable funding, for which the final rules are yet to be finalized, and which are expected to apply from 2018 as well. As for regulations regarding deduction from own funds related to prudent valuation, the final regulatory technical standard has been approved for adoption on February 17, 2016, and could therefore significantly affect the reduction needed to be made from own funds with regard to prudent valuation of financial instruments, even though SEK already in 2015 has applied the standard in accordance with the final draft of the regulatory technical standard. On numerous topics the regulations will be further specified by means of binding technical standards or amended according to stated intentions. The implications of such changes are, as yet, not fully known. Furthermore, the new regulations have introduced a higher level of discretion for national supervisory authorities to impose further capital requirements and such decisions may adversely affect SEK. Finally, the Basel Committee on Banking Supervision continuously releases amendments or revisions to the Basel III standard. Such initiatives, following implementation within the European Union, may also adversely affect SEK.

 

In addition, the European Market Infrastructure Regulation (EMIR) regarding OTC-derivates, central counterparties and trade repositories, came into effect on August 16, 2012. EMIR will impose, in some cases, mandatory central clearing of derivatives. The future clearing obligations according to EMIR will also gradually widen, and the regulation will be further supplemented by means of binding technical standards. During 2016, additional part of the regulation will come into effect related to central clearing of certain OTC-derivatives. SEK are defined as an institution in category 2 in this context, and in November 2015 it was decided that institutions in category 2 will be obliged to clear certain OTC-derivatives from December 2016 for such transactions that was entered into from May 2016. This new regulation may affect SEK’s business by increasing costs and putting restraints on the way SEK can conduct its business with regard to derivatives, if those derivatives are not cleared through a central clearing house. EMIR may thus have a negative impact on cash flows, posting of collaterals, counterparty exposure and financial reporting.

 

Furthermore, from March 2017, it will be compulsory for SEK to post variation margin on non-cleared derivatives. This may result in significantly higher amount of negative cash flows than under the present regulatory environment.

 

The Bank Recovery and Resolution Directive (BRRD) entered into force in the European Economic Area as of January 1, 2015. The BRRD has been fully implemented in Swedish law through the Swedish Resolution Act 2016 (2015:1016) as of February 1, 2016. During 2015 part of BRRD was implemented through regulation by Finansinspektionen (the Swedish FSA) which required the establishment of a contingency borrowing plan by SEK.  As from 2016 all the requirements in accordance with BRRD have been implemented through legislation in Sweden. Pursuant to BRRD, SEK is subject to minimum requirement for own funds and eligible liabilities, which is a parallel requirement to CRR. The minimum requirement is to be determined individually for each institution by the national resolution authority, which in Sweden is Riksgäldskontoret (the Swedish National Debt Office). SEK has not yet been informed by Swedish National Debt Office which minimum requirement that is applicable to SEK, however it is not probable that the requirements will have an significant impact on minimum requirements on SEK’s capitalization.

 

The introduction of a debt write-down tool in accordance with BRRD may lead to debt instruments that could be written down or converted into share capital possibly being priced differently and the risk of a write-down being priced in, even though the principle under the regulation is that investors should not be worse off than under an ordinary bankruptcy process. Resolution action should be taken only where necessary in the public interest and any interference with rights of shareholders and creditors which results from resolution action should be compatible with the Charter of Fundamental Rights of the European Union (the Charter). In particular, where creditors within the same class are treated differently in the context of resolution action, such distinctions should be justified in the public interest and proportionate to the risks being addressed and should be neither directly nor indirectly discriminatory on the grounds of nationality. The effect of the introduction of this debt write-down tool on total capital and financing costs, as well as other possible effects, is however, still difficult to assess.

 

8



Table of Contents

 

For risk classification and quantification of credit risk, SEK uses an internal ratings-based (IRB) approach, the IRB Foundation Approach. The Swedish FSA has previously, however, granted the company certain exemptions from the IRB approach. For exposures covered by the exemptions the standardized approach is applied rather than the IRB approach. SEK has permanent exemptions for exposures to Swedish central and regional governments, as well as permanent exemptions for some non-material exposures. For exposures to central and regional governments outside Sweden and to multilateral development banks, SEK has an exemption until December 31, 2015. During 2015 the Swedish FSA has revised it views and will not prolong such exemptions. Therefore, SEK has asked the Swedish FSA for permission to apply an IRB approach for those exposures exempted until December 31, 2015 and until such permission has been granted to prolong the time-limited exemptions. Pillar 1 capital requirements for the exposures covered by the application could increase significantly when an IRB approach is applied.

 

On May 22, 2015, European Banking Authority (EBA) issued guidelines on the management of interest rate risk arising from non-trading activities, or interest risk in the banking book (IRRBB), which came into force on January 1, 2016. The guidelines require a significant higher degree of sophistication with regard to measuring of interest rate risk then previously that may result in increase in capital requirements related to market risk.

 

Other pending regulations that could also have a negative impact on SEK include IFRS 9, which will replace IAS 39 with regard to accounting rules for financial instruments. The implementation of IFRS 9 may lead to higher costs for SEK.

 

Risk related to financial reporting and other deficiencies in internal control over financial reporting and disclosure processes could result in errors, affect operating results and cause investors to lose confidence in our reported results.

 

SEK’s external reporting of financial and non-financial data is reliant on the Group’s internal control over financial reporting including the integrity of systems and people. Failure to report data accurately and in compliance with external standards could result in regulatory action, legal liability and damage to the Group´s reputation. For additional information on SEK’s internal control over financial reporting see Item 15.

 

Developments in emerging market countries may adversely affect the Group’s business.

 

The Group operates in a number of emerging markets and its exposure to such markets has increased in recent years, as the number and importance of investment and trade links between Sweden and emerging markets has increased. Economic and political developments in emerging markets, including economic crises or political instability, may have material adverse effects on the Group’s business prospects, results of operations and/or ability to repay its debt.

 

9



Table of Contents

 

Negative interest rates may have an impact on SEK’s profitability.

 

Negative interest rates may result in lower net interest income and might negatively affect the value of assets and liabilities. For example, negative interest rates may render hedges less effective if interest rate is to be paid on the hedge while there is no compensation on the hedged item. Furthermore, increased prepayments on loans and lower spread between rates on assets and liabilities might also have a negative impact on net interest income. Finally, negative interest rates leads to valuation risk due to potential changes in market practice for how to incorporate negative interest rates in the valuation.

 

Natural disasters, social and political unrest and other factors beyond SEK’s control may disrupt financial markets and economic conditions in markets that SEK relies on.

 

In order to finance its operations, SEK is dependent on the international capital markets, where it competes with other issuers to obtain financing. Although this has not been the case to date, natural disasters, such as the 2011 earthquake and tsunami in Japan, and/or social and political unrest, such as that seen in a number of Eurozone countries in recent years as well as in Ukraine and Russia recently, may have material adverse effects on the Group’s continued ability to obtain such financing or could cause the cost of such financing to increase.

 

10



Table of Contents

 

ITEM 4. INFORMATION ON THE GROUP AND THE PARENT COMPANY

 

A                    History and Development

 

Aktiebolaget Svensk Exportkredit (Swedish Export Credit Corporation) is a “public company” under the Swedish Companies Act (2005:551). It is wholly owned by the Swedish State through the Ministry of Enterprise and Innovation (“Sweden” or the “State”).

 

The Parent Company was founded in 1962 in order to strengthen the competitiveness of the Swedish export industry by meeting a need for long-term lending for both exporters and their foreign customers. SEK’s objective is to engage in financing activities in accordance with the Swedish Banking and Financing Business Act and, in connection therewith, to promote the development of Swedish commerce and industry as well as otherwise engaging in Swedish and international financing activities on commercial terms. The duration of the Parent Company is indefinite.

 

The address of the Parent Company’s principal executive office is AB Svensk Exportkredit (Swedish Export Credit Corporation), Klarabergsviadukten 61-63, Stockholm, Sweden; and the Parent Company’s telephone number is +46-8-613-83 00.  The Parent Company’s authorized representative in the United States is Business Sweden; Business Sweden’s contact information is as follows:

 

Business Sweden New York

The News Building,

220 E 42 nd  Street

Suite 409A,

New York, NY 10017

Tel. No.: (212) 507-9001

usa@business-sweden.se

 

B                    Business Overview

 

SEK provides financial solutions for the Swedish export industry with the aim of promoting the development and international competitiveness of Swedish industry and trade. Its business activities are focused on lending to Swedish exporters and their customers through corporate lending, export lending, structured financing, project financing, trade financing and leasing. SEK offers its financial solutions to corporations and financial institutions as well as domestic and international investors. SEK extends loans on commercial terms at prevailing fixed or floating market interest rates in “SEK exclusive of the S-system”, as well as loans on State-supported terms at fixed interest rates that may be lower than prevailing fixed market rates in the “State Support System” (the “S-system”). The S-system is administered on behalf of the State by SEK in return for compensation.

 

SEK’s mission has developed over the years since SEK began its operations in 1962. From its roots in export loans, SEK’s product range over time has expanded. However, SEK is still a niche operator in the financial market. SEK works mainly with lending and as a result SEK acts as a complement to banks which are active in Sweden. SEK’s unique position means that SEK works cooperatively with banks and other financial institutions. Over the years, SEK has been active in the creation of new financial solutions. SEK’s niche specialization in long-term export-related financing, combined with its financial capacity and flexible organization, are key factors in the management of its operations. SEK’s borrowing activities in the international capital markets have given SEK expertise in financial instruments.

 

SEK believes that its relationships with domestic, Nordic and other international investors and partners strengthen its ability to develop financial solutions which meet its customers’ requirements. This network of relationships enables SEK to participate in co-financing arrangements.

 

In 2015, SEK’s new lending to Swedish exporters and their customers amounted to Skr 104.6 billion (2014: Skr 57.1 billion), of which end-customer finance amounted to Skr 85.3 billion (2014: Skr 33.9 billion) and the volume of corporate lending was Skr 19.3 billion (2014: Skr 23.2 billion).

 

11



Table of Contents

 

The main reason behind the extraordinarily high volume of new lending was our signing of the financing agreement, in the third quarter, for Brazil’s purchase of the Gripen fighter aircraft from Saab. This is SEK’s largest ever lending transaction and comprises a loan from SEK corresponding to a total of Skr 41.9 billion.

 

In summer 2015, demand from Swedish exporters for SEK’s lending increased and continued in the same vein for the entire second half of 2015. SEK’s assessment is that the underlying reason is a combination of rising concern in capital markets around the world and a general increase in Swedish exporters’ activity due to improved economic conditions, particularly in Europe. During 2015, SEK has not only received numerous inquiries, primarily concerning export credits, but also closed many business deals. Another explanation for the increase in new lending is that SEK now reaches more Swedish companies than ever before. Since the start of 2015, SEK’s services have become available to medium-sized exporters, and SEK have dedicated separate resources to assist this group. Several companies have discovered the added value of having another source of financing as a complement to their bank or banks.

 

We are continuing the development of our initiatives in sustainable financing. In 2015, we issued our first green bond for a total of USD 500 million. Our new lending to green projects totalled Skr 988 million in 2015. The underlying projects of the total green portfolio help to reduce carbon dioxide emissions in the world and reflect the Swedish environmental expertise. During the year, we approved loans to five large international projects with characterized by potentially high sustainability risks. These were all subject to our in-depth examination and assessed as meeting OECD guidelines for social and environmental issues. We updated our Sustainable Business Policy to include the Equator Principles as a reference for examining and financing projects. We initiated a project to develop our responsibility for human rights in conjunction with export credits. To improve capital efficiency and because of extremely low margins on liquidity investments, we reduced the size of the liquidity portfolio during the year. However, we continue to have healthy new lending capacity, sufficient to be able to secure long-term financing for Swedish exporters.

 

During 2015, SEK had a credit facility with the Swedish National Debt Office of Skr 80 billion, in order to further enhance the ability to promote the Swedish export industry. SEK has not yet utilized the credit facility. In December 2015, the Swedish parliament decided that the credit facility for 2016 should amount to Skr 125 billion. The credit facility is only available for loans covered by the State’s export credit support (CIRR).

 

The Board of Directors has resolved to propose at the Annual General Meeting that a total dividend of Skr 356 million (2014: Skr 378 million) be paid in accordance with company’s dividend policy.

 

SEK has not made any material capital expenditure, nor engaged in any other material divestitures or acquisitions (including interests in other companies) during the three financial years preceding the date of this report.

 

Competition

 

SEK is the only institution authorized by the Swedish State to grant export financing loans under the S-system. With support from the State, SEK helps Swedish export companies compete with other export companies within OECD member countries which have similar support from their respective domestic export credit agencies, which also provide government-supported export credits. SEK’s lending exclusive of the S-system, faces competition from other Swedish and foreign financial institutions, as well as from direct and indirect financing programs of exporters themselves.

 

The following table summarizes SEK’s loans outstanding, including the S-system and debt outstanding as of December 31, 2015 and 2014:

 

 

 

At December 31,

 

Skr mn

 

2015

 

2014

 

Total loans outstanding(A)

 

205,097

 

218,222

 

Total debt outstanding (B)

 

235,644

 

284,137

 

 

12



Table of Contents

 


(A) Loans outstanding consist of loans due from commercial and financial institutions including loans in the form of interest bearing securities. For a reconciliation of loans outstanding, see Note 11 to the Consolidated Financial Statements.

 

(B) Includes subordinated debt of Skr 2,088 million and Skr 1,945 million as of December 31, 2015 and 2014, respectively.

 

Lending Operations — General

 

The following table sets forth certain data regarding the Group’s lending operations, including the S-system, during the two-year period ending December 31, 2015:

 

 

 

Year ended December 31,

 

Skr mn

 

2015

 

2014

 

Offers of long-term loans accepted

 

104,583

 

57,118

 

Total loan disbursements

 

-56,404

 

-57,495

 

Total loan repayments

 

70,777

 

65,171

 

Total net increase/ (decrease) in loans outstanding

 

-13,125

 

16,745

 

Loans outstanding

 

205,097

 

218,222

 

Loan commitments outstanding but undisbursed

 

63,438

 

16,028

 

 

(A) If a loan has been accepted by the borrower it can be disbursed immediately. However, disbursement may be delayed due to a number of factors. In some cases, an accepted loan may never be disbursed, including as a result of changes in the commercial and financial institutions’ need for the funds. Currency exchange-rate effects also affect the amount of loan commitments that will result in loans outstanding. Therefore, the volume of loans accepted does not equal the volume of loan disbursements as presented in the Statement of Cash Flows in the Consolidated Financial Statements for a single financial year. Loans accepted but not yet disbursed are presented under the heading “Commitments” as “Committed undisbursed loans”.

 

Total loans outstanding by type of loan:

 

Skr mn

 

2015

 

2014

 

2013

 

2012

 

2011

 

End-customer finance

 

118,284

 

128,165

 

155,137

 

103,973

 

101,142

 

Corporate lending

 

86,813

 

90,057

 

46,340

 

88,934

 

94,458

 

Total

 

205,097

 

218,222

 

201,477

 

192,907

 

195,600

 

 

Most of the loans granted by SEK are granted to purchasers of Swedish exports. Measured by revenues, the largest markets for the export of goods from Sweden are in Western Europe. However, exports to other markets, including less developed markets, are also important. Accordingly, the need for export financing may be related to transactions involving buyers in many different countries, with varying levels of creditworthiness. Pursuant to its credit risk exposure policy, SEK is selective in accepting such risk exposure. This policy seeks to ensure that SEK is neither dependent on the creditworthiness of individual buyers of Swedish goods and services, nor on the countries in which they are domiciled, but rather on the creditworthiness of individual counterparties to which SEK accepts credit risk exposure.  For additional information on SEK’s approach to risk, see Note 26 and Note 29 to the Consolidated Financial Statements.

 

SEK relies to a large extent on guarantees in its lending. The guarantors are principally made up of government export credit agencies, such as the Swedish Exports Credit Guarantee Board (EKN), the Export Import Bank of the United States (USEXIM), the Exports Credits Guarantee Department of the United Kingdom (ECGD), Compagnie Financière pour la Commerce Exterieure (Coface) of France and Euler Hermes Kreditversicherungs AG of Germany, as well as financial institutions and, to a lesser extent, non-financial corporations. Credit risk is allocated to a guarantor in accordance with SEK’s policy and therefore, when disclosing net credit risk exposures, the majority of SEK’s guaranteed credit exposure is shown as exposure to sovereign counterparties. At year-end 2015, government export credit agencies guaranteed a total of Skr 160,0 billion (year-end 2014: Skr 173.5 billion), or 49.0 percent (year-end 2014: 46.9 percent) of SEK’s total credit exposures. Skr 106.2 billion (year-end 2014: Skr 118.8 billion) covered corporate exposures, Skr 1.9 billion (year-end 2014:  Skr 2.6 billion) covered exposures to financial institutions, Skr 0.6 billion (year-end 2014: Skr 0.6 billion) covered exposures to regional governments and Skr 51.3 billion (year-end 2014: Skr 51.5 billion) covered sovereign exposures.

 

13



Table of Contents

 

The following tables show SEK’s gross and net credit exposures, respectively, to counterparties by geography and type of counterparty (taking into account applicable guarantees but not collateral) as of December 31, 2015 and 2014.

 

Gross exposure by region and exposure class, as of December 31, 2015

Skr billion

 

Middle
East/Africa

 

Asia excl.
Japan

 

Japan

 

North
America

 

Oceania

 

Latin
America

 

Sweden

 

West
European
countries
excl. Sweden

 

Central- East
European
countries

 

Total

 

Central governments

 

2.2

 

9.9

 

 

1.3

 

 

42.8

 

1.2

 

2.2

 

 

59.6

 

Regional governments

 

0.6

 

 

 

 

 

 

5.6

 

1.1

 

0.0

 

7.3

 

Multilateral development banks

 

 

 

 

 

 

 

 

0.0

 

 

0.0

 

Financial institutions

 

2.5

 

4.7

 

0.0

 

4.7

 

2.2

 

2.1

 

13.4

 

17.6

 

0.4

 

47.6

 

Corporates

 

20.1

 

19.9

 

3.8

 

26.6

 

0.3

 

12.5

 

67.7

 

48.7

 

11.3

 

210.9

 

Securitization positions

 

 

 

 

 

 

 

 

0.8

 

 

0.8

 

Total

 

25.4

 

34.5

 

3.8

 

32.6

 

2.5

 

57.4

 

87.9

 

70.4

 

11.7

 

326.2

 

 

Gross exposure by region and exposure class, as of December 31, 2014

Skr billion

 

Middle
East/Africa

 

Asia excl.
Japan

 

Japan

 

North
America

 

Oceania

 

Latin
America

 

Sweden

 

West
European
countries
excl. Sweden

 

Central- East
European
countries

 

Total

 

Central governments

 

2.2

 

8.4

 

 

0.4

 

 

43.0

 

7.9

 

4.8

 

0.0

 

66.7

 

Regional governments

 

0.7

 

 

 

 

 

 

11.8

 

0.5

 

 

13.0

 

Multilateral development banks

 

 

 

 

 

 

 

 

0.3

 

 

0.3

 

Financial institutions

 

1.5

 

3.6

 

0.2

 

12.5

 

4.0

 

2.0

 

14.2

 

23.5

 

0.4

 

61.9

 

Corporates

 

17.6

 

22.5

 

14.0

 

27.0

 

0.5

 

12.1

 

70.2

 

45.2

 

12.9

 

222.0

 

Securitization positions

 

 

 

 

1.1

 

1.2

 

 

 

4.1

 

 

6.4

 

Total

 

22.0

 

34.5

 

14.2

 

41.0

 

5.7

 

57.1

 

104.1

 

78.4

 

13.3

 

370.3

 

 

Item 4B Net exposure

 

Net exposure by region and exposure class, as of December 31, 2015

Skr billion

 

Middle
East/Africa

 

Asia excl.
Japan

 

Japan

 

North
America

 

Oceania

 

Latin
America

 

Sweden

 

West
European
countries
excl. Sweden

 

Central- East
European
countries

 

Total

 

Central governments

 

 

4.9

 

 

5.9

 

 

0.8

 

137.6

 

20.3

 

3.1

 

172.6

 

Regional governments

 

 

 

 

 

 

 

12.7

 

1.3

 

 

14.0

 

Multilateral development banks

 

 

 

 

 

 

 

 

0.0

 

 

0.0

 

Financial institutions

 

2.5

 

4.6

 

0.5

 

3.9

 

2.2

 

2.1

 

8.6

 

27.2

 

0.4

 

52.0

 

Corporates

 

1.1

 

1.4

 

0.5

 

5.5

 

 

1.8

 

60.0

 

16.3

 

0.2

 

86.8

 

Securitization positions

 

 

 

 

 

 

 

 

0.8

 

 

0.8

 

Total

 

3.6

 

10.9

 

1

 

15.3

 

2.2

 

4.7

 

218.9

 

65.9

 

3.7

 

326.2

 

 

Net exposure by region and exposure class, as of December 31, 2014

Skr billion

 

Middle
East/Africa

 

Asia excl.
Japan

 

Japan

 

North
America

 

Oceania

 

Latin
America

 

Sweden

 

West
European
countries
excl. Sweden

 

Central- East
European
countries

 

Total

 

Central governments

 

 

3.5

 

 

4.4

 

 

0.8

 

155.7

 

23.9

 

2.6

 

190.9

 

Regional governments

 

 

 

 

 

 

 

18.5

 

2.4

 

 

20.9

 

Multilateral development banks

 

 

 

 

 

 

 

 

0.3

 

 

0.3

 

Financial institutions

 

1.4

 

3.3

 

0.3

 

11.5

 

4.0

 

1.9

 

9.1

 

35.6

 

0.4

 

67.5

 

Corporates

 

0.7

 

0.9

 

2.3

 

5.6

 

0.1

 

1.0

 

58.9

 

14.4

 

0.5

 

84.4

 

Securitization positions

 

 

 

 

1

 

1.2

 

 

 

4.1

 

 

6.3

 

Total

 

2.1

 

7.7

 

2.6

 

22.5

 

5.3

 

3.7

 

242.2

 

80.7

 

3.5

 

370.3

 

 

SEK has no exposure to subprime, Alt-A, negative amortizing or other loans that it would characterize as high-risk lending, including loans which have been modified or would otherwise qualify as distressed debt, other than the limited amount of such assets disclosed in Note 9 to the Consolidated Financial Statements.

 

14



Table of Contents

 

Provisions for incurred impairment losses are made if and when SEK determines that it is probable that the obligor under a loan, or another financial asset held, and any existing guarantee or collateral, will fail to cover SEK’s full claim. Such determinations are made for each individual loan or asset. Objective evidence consists of significant financial difficulties affecting the issuer or debtor, outstanding or delayed payments or other observable factors, which suggest a measurable decrease in expected future cash flows. If there is objective evidence that an impairment loss on loans or other financial assets has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The amount of the loss is recognized in profit or loss.

 

After such individual determinations have been made and if there is no objective evidence for impairment of an individually assessed financial asset, regardless of whether the asset is individually material or not, SEK includes the asset in a group of financial assets with similar credit risk characteristics and determines collectively any need for impairment of such assets. The need for impairment is related to loan losses which have been incurred as of the balance sheet date but have not yet been identified as individual loan losses. The reserve related to such impairment not linked to a specific counterparty is based on internal assessments of the credit quality of SEK’s assets, as manifested in, among other things, the credit ratings of counterparties, as determined either externally by a credit rating agency or internally in accordance with SEK’s own model for credit rating. If there is objective evidence for a general downward trend with regard to such rating this could constitute evidence for a need for an additional provision.

 

The following tables show SEK’s net credit losses and changes in reserves of financial assets, respectively, for the periods indicated.

 

Net credit losses

 

 

 

For the Year Ended December 31,

 

Skr mn

 

2015

 

2014

 

2013

 

2012

 

2011

 

Credit losses

 

-33

 

-30

 

-68

 

-72

 

-125

 

Reversal of previous write-downs

 

279

 

378

 

22

 

37

 

14

 

Net impairments and reversals

 

246

 

348

 

-46

 

-35

 

-111

 

Established losses

 

-211

 

-277

 

-3

 

-2

 

-4

 

Recovered credit losses

 

1

 

2

 

10

 

14

 

4

 

Net credit losses

 

36

 

73

 

-39

 

-23

 

-111

 

of which related to loans(1)

 

35

 

11

 

-32

 

-48

 

-78

 

related to liquidity placements(1)

 

1

 

62

 

-7

 

25

 

-33

 

 


(1)For the definition of loans and liquidity investments, see Note 11 to the Consolidated Financial Statements.

 

Changes in reserves of financial assets

 

 

 

For the Year Ended December 31,

 

Skr mn

 

2015

 

2014

 

2013

 

2012

 

2011

 

Opening balance

 

-464

 

-757

 

-711

 

-676

 

-565

 

Reserves used to cover write-offs (charge-offs)

 

-9

 

-5

 

 

 

 

Net impairments and reversals

 

246

 

348

 

-46

 

-35

 

-111

 

Currency effects

 

-9

 

-50

 

0

 

 

 

Closing balance

 

-236

 

-464

 

-757

 

-711

 

-676

 

of which related to loans(1)

 

-228

 

-236

 

-260

 

-221

 

-161

 

of related to liquidity placements(1)

 

-8

 

-228

 

-497

 

-490

 

-515

 

 


(1)  For the definition of loans and liquidity investments, see Note 11 to the Consolidated Financial Statements.

 

15



Table of Contents

 

SEK exclusive of the S-system

 

Outside of the S-system, (or in “SEK exclusive of the S-system,” as we refer to the business of SEK other than the S-system), SEK reports loans in the following categories:

 

Loan Types and Underwriting Policies

 

(a)  Lending to Swedish exporters (corporate lending)

 

(b)  Lending to international buyers of Swedish capital goods and services (end-customer finance)

 

·                  export credits;

 

·                  loans for the funding of export lease agreements;

 

·                  trade finance;

 

·                  project finance

 

SEK’s credit underwriting policies and requirements are similar regardless of loan type. The majority of our loans are guaranteed by export credit agencies or banks, or by credit default swaps issued by banks or other financial institutions.

 

SEK’s initial loan offer and subsequent commitment set forth the maximum principal amount of the loan, the currency in which the loan will be denominated, and the repayment and disbursement schedule.

 

Loans outstanding (exclusive of those under the S-system) as of the dates indicated were distributed among SEK’s various categories of loans as follows:

 

Loans outstanding (exclusive of the S-system) by type of loans:

 

 

 

As of December 31,

 

Skr mn

 

2015

 

2014

 

2013

 

2012

 

2011

 

End-customer finance

 

74,207

 

79,867

 

111,890

 

64,474

 

66,915

 

Corporate lending

 

86,813

 

90,057

 

46,340

 

88,934

 

94,458

 

Total

 

161,020

 

169,924

 

158,230

 

153,408

 

161,373

 

 

Interest Rates

 

Outside the S-system, export financing is extended at prevailing market rates of interest. The Group normally makes loan offers at a quoted interest rate that is subject to change prior to acceptance of the loan offer (a non-binding offer). When a borrower accepts a non-binding loan offer, the interest rate is normally set at the then-prevailing market rate (which might have changed since the loan commitment was made), and a binding loan commitment arises. Binding offers can also be provided and are offers with a higher degree of commitment to the customer with regard to disbursement of the loan than non-binding offers, regardless of whether the interest rate is fixed or not.

 

16



Table of Contents

 

Guarantees and Credit Default Swaps

 

If a guarantee or credit default swap is entered into for risk-mitigating purposes, the instrument protects a pre-defined amount of SEK’s exposure with respect to the principal amount of the underlying loan (and in some cases interest) as long as the issuer of the guarantee or credit default swap is financially sound. The amount so protected is ordinarily 75%-100% of the principal amount.  Most of the counterparties against whom SEK accepts net exposures are rated by one or more of the internationally recognized rating agencies. For export loans, where the ultimate borrower may have relatively low creditworthiness, guarantees from export credit agencies (“ECAs”) and banks are normally used.

 

Loan Maturities

 

SEK was founded in 1962 in order to strengthen the competitiveness of the Swedish export industry by meeting a perceived need for long-term loans for both exporters and their foreign customers. SEK’s historical role and competitive advantage (and one that continues today) has therefore been in the provision of long-term financing in order to promote the Swedish export industry. Since many of the projects the export industry engages in are long-term projects, both with regard to disbursement periods and repayment periods, SEK’s loans often have longer terms than those of normal commercial loan products offered by commercial banks. However, SEK also meets its customers’ needs by providing short-term financing when required. SEK’s loan maturities therefore range from very short-term loans (with terms of three to six months) through loans for as long as 20 or 30 years.

 

Offers granted by the Group for loans that borrowers accepted (exclusive of those under the S-system) were distributed among SEK’s various categories of loans as follows as of December 31, 2015 and December 31, 2014.

 

Offers accepted, type of loan

 

Skr billion

 

2015

 

2014

 

End-customer finance

 

34.5

 

28.2

 

Corporate lending

 

19.3

 

23.2

 

Total

 

53.8

 

51.4

 

 

Of the total volume of offers accepted during 2015, Skr 3.4 billion (2014: Skr 2.8 billion) had not been disbursed at the end of the respective reporting period. If a loan has been accepted by the borrower it can be disbursed immediately. However, disbursement may be delayed due to a number of factors. In some cases, an accepted loan may never be disbursed, including as a result of changes in the customer’s need for the funds. Currency exchange-rate effects also affect the amount of loan commitments that will result in loans outstanding.

 

Currency

 

SEK extends loans in different currencies, depending on the needs of its borrowers. Before the Group makes any loan commitment, it ensures that the currency in which the loan is to be funded is expected to be available for the entire loan period at an interest rate (taking into account the costs of foreign exchange derivatives) that, as of the day the commitment is made, results in a margin that the Group deems sufficient. The Group borrows, on an aggregate basis, at maturities corresponding to or exceeding those of prospective loans. The Group may accordingly decide not to hedge particular loan commitments for movements in interest rate risk until sometime after they are made. Interest rate risks associated with such unhedged commitments are monitored closely and may not exceed interest rate risk limits established by the Parent Company’s Board of Directors. SEK’s policies are described in Note 29 to the Consolidated Financial Statements.

 

17



Table of Contents

 

The following table shows the currency breakdown of loan offers accepted for loans with maturities exceeding one year for each year in the two-year period ending December 31, 2015.

 

 

 

Percentage of loan offers accepted

 

Currency in which loan is denominated

 

2015

 

2014

 

Swedish kronor

 

34

%

22

%

Euros

 

14

%

20

%

U.S. dollars

 

47

%

51

%

Other

 

5

%

7

%

Total

 

100

%

100

%

 

S-system

 

The S-system was established by the Swedish State on July 1, 1978, as a State-sponsored export-financing program designed to maintain the competitive position of Swedish exporters of durable goods and services in world markets. With respect to the financing of services, this could relate, for example, to services provided by the exporter to a customer in connection with the export of goods.

 

After a trial period, in April 1984 the Swedish Parliament extended the S-system indefinitely. The S-system today comprises the normal export-financing program at CIRR (Commercial Interest Reference Rate) rates and a concessionary loan program (with a foreign aid element), as more fully described below. Pursuant to arrangements established in 1978 and amended from time to time thereafter, the Group administers the S-system on behalf of the State in return for compensation based mainly on outstanding loan volumes.

 

SEK’s net compensation for administrating the S-system is recognized as part of interest revenues in the statement of comprehensive income.  Pursuant to a resolution adopted by the sole shareholder at the Annual General Meeting in April 2012, the difference between interest revenues and net commission revenues related to lending and liquid assets under the S-system, on the one hand, and interest expenses related to borrowing, all other financing costs and any net foreign exchange losses incurred by SEK under the S-system, on the other hand, are reimbursed by (or paid to) the Swedish State.

 

SEK treats the S-system as a separate operation for accounting purposes. Although the deficits (or surpluses) of programs under the S-system are reimbursed by (or paid to) the State, any loan losses that may be incurred under such programs are not reimbursed by the State. Accordingly, SEK has to obtain appropriate credit support for these loans as well. All of the lending under the S-system is reported on SEK’s statement of financial position. SEK has consequently presented the operations of the S-system in the statement of comprehensive income as the amount of net commission received, accounted for as interest income rather than presenting the gross amounts collected and paid in accordance with the agreement with the Swedish State. In general, loans under the program are made with State guarantees administered by the EKN. All such loans granted by SEK must also undergo SEK’s customary approval process.

 

The following table sets forth the volumes of offers accepted, undisbursed loans at year end, new loans disbursed and loans outstanding at year-end under the various programs in the S-system for each year in the two-year period ended December 31, 2015.

 

The volume of offers accepted in the S-system increased significantly during 2015 as compared to 2014. This is mainly related to one large transaction executed during 2015. Of the total amount of outstanding loans, loans in the S-system amounted to Skr 44.1 billion (year-end 2014: Skr 48.3 billion), representing a decrease of 9 percent from year-end 2014. The decrease of credits in the S-system is partly due to currency exchange-rate effects because of the strengthening of the USD against the Swedish krona during 2015.

 

18



Table of Contents

 

 

 

Concessionary Loan Program

 

CIRR-loans

 

Total

 

Skr mn

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

Offers accepted

 

 

 

50,825

 

5,668

 

50,825

 

5,668

 

Not disbursed loans at year-end

 

40

 

47

 

54,598

 

7,482

 

54,638

 

7,529

 

New loans disbursed

 

16

 

10

 

6,027

 

7,610

 

6,043

 

7,620

 

Loans outstanding at year-end

 

949

 

921

 

43,128

 

47,377

 

44,077

 

48,298

 

 

The following table sets forth the volume of loans outstanding in the S-system by type of loan as of December 31 in each of the years indicated.

 

Loans outstanding in the S-system by type of loans

 

Skr mn

 

2015

 

2014

 

2013

 

2012

 

2011

 

End-customer finance

 

44,077

 

48,298

 

43,247

 

39,499

 

34,227

 

Corporate lending

 

 

 

 

 

 

Total

 

44,077

 

48,298

 

43,247

 

39,499

 

34,227

 

 

Loan Types and Underwriting Policies

 

Within the S-system, SEK extends loans only for the medium- and long-term financing of durable goods exports. S-system lending includes financing in cooperation with intergovernmental organizations and foreign ECAs.   SEK’s credit underwriting policies and requirements for S-system loans are similar regardless of loan type. The majority of these loans are also guaranteed by export credit agencies. SEK’s initial loan offer and subsequent commitment set forth the maximum principal amount of a loan, the currency in which the loan will be denominated, the repayment schedule and the disbursement schedule.

 

Interest Rates

 

Because Sweden is a member of the Organization for Economic Cooperation and Development (the “OECD”), the S-system is designed to comply with the Arrangement on Guidelines for Officially Supported Export Credits of the OECD (the “OECD Consensus”). The OECD Consensus establishes minimum interest rates, required down payments and maximum loan periods for government-supported export loan programs.

 

SEK  offers S-system financing at commercial interest reference rates (“CIRR”) established by the OECD in accordance with the OECD Consensus. The CIRR rates for new loans are subject to periodic review and adjustment by the OECD. The OECD Consensus stipulates that loan offers may remain valid for a period of not more than 120 days. EU rules and Swedish regulations state that the commercial contract must be signed within such 120 day period. Thereafter, the CIRR rate can be locked in for a maximum period of six months in order for the loan agreement to be finalized. No commitment fee is charged by SEK for CIRR loans. The arranging/agent bank, generally a commercial bank, receives compensation of 0.25 percent per annum, based on the outstanding loan amount, to cover its costs for arranging and managing loans.

 

SEK participates with government agencies in an export-financing program (the “Concessionary Credit Program”) financed by the Swedish State to promote exports to certain developing countries, incorporating a foreign aid element of at least 35 percent. SEK has a portfolio of such credits but Sweden is no longer providing new Concessionary Credits under the program. Terms varied according to the per capita income of the importing country.

 

The  aid element is reflected in the form of lower rates of interest and/or deferred repayment schedules, and the Swedish government reimburses SEK through the S-system for the costs incurred as a result of SEK’s participation in such program as well as costs if any in the CIRR financing.

 

19



Table of Contents

 

Guarantees

 

In general, loans under the S-system are guaranteed by the EKN. If a guarantee is entered into for risk-mitigating purposes it protects a pre-defined amount of SEK’s exposure with respect to principal (and in some cases interest) as long as the issuer of the guarantee is financially sound. All credits granted by SEK within the S-system must also undergo SEK’s customary credit approval process.

 

Loan Maturities

 

Under the S-system, loan maturities generally range from one year up to 20-30 years.

 

Credit Support for Outstanding Loans

 

The Group’s policies with regard to counterparty exposures are described in detail in Note 29 to the Consolidated Financial Statements.

 

The following table illustrates the counterparties for the Group’s outstanding loans and guarantees as of December 31, 2015 and December 31, 2014. Although most loans fall into more than one category for any given loan, this table reflects only the counterparty (either borrower or guarantor) that SEK believes to be the stronger in terms of creditworthiness.

 

 

 

2015

 

2014

 

Loan credit exposure to Swedish State guarantees via EKN(A)

 

34

%

39

%

Loan credit exposure to Swedish credit institutions(B)

 

3

%

3

%

Loan credit exposure to foreign bank groups or governments(C)

 

25

%

20

%

Loan credit exposure to Swedish counterparties, primarily corporations(D)

 

24

%

24

%

Loan credit exposure to municipalities

 

4

%

4

%

Loan credit exposure to other foreign counterparties, primarily corporations

 

10

%

10

%

Total

 

100

%

100

%

 


See “— Lending Operations — General” for information on the geographical distribution of borrowers.

 

(A) EKN guarantees are in substance insurance against losses caused by the default of a foreign borrower or buyer in meeting its contractual obligations in connection with the purchase of Swedish goods or services. In the case of a foreign private borrower or buyer, coverage is for “commercial” and, in most cases, “political” risks. Coverage for “commercial” risk refers to losses caused by events such as the borrower’s or buyer’s insolvency or failure to make required payments within a certain time period (usually six months). Coverage for “political” risk refers to losses caused by events such as a moratorium, revolution or war in the importing country or the imposition of import or currency control measures in such country.  Disputed claims must be resolved by a court judgment or arbitral award, unless otherwise agreed by EKN. In the table above only the particular amount of any given total loan that is guaranteed is listed as such. The amount of any such loan that is not covered by the relevant guarantee is excluded. EKN is a State agency whose obligations are backed by the full faith and credit of Sweden.

 

(B) As of December 31, 2015, loans in this category amounting to approximately 1 percent (2014: 1 percent) of total loans were obligations of the four largest commercial bank groups in Sweden including guarantees in the form of bank guarantees or credit derivatives. The remaining 2 percent (2014: 2 percent) of total loans represented loans to various financial institutions and minor commercial banks in Sweden including guarantees in the form of bank guarantees or credit derivatives.

 

20



Table of Contents

 

(C) As of December 31, 2015, principally obligations of other Nordic, Western European or North American bank groups, together with obligations of Western European governments including guarantees in the form of bank guarantees or credit derivatives.

 

(D) As of December 31, 2015, approximately 10 percent (2014: 9 percent) of the total loan credit exposure represented loans to the 20 largest Swedish corporations.

 

See also Note 26 to the Consolidated Financial Statements.

 

Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934

 

SEK has not entered into any new business in or with Iran since 2005.

 

However, it remains one of a number of minority sub-participants via assignment in a single legacy Euro-denominated financing arrangement dating back to 2005 that is led by a major European bank and guaranteed by a European government export credit agency.  The purpose of the financing arrangement was to finance the acquisition by the National Petrochemical Company (“NPC”) of Iran of certain equipment exported from Germany.  The obligations of NPC under the arrangement are secured by the assignment of certain receivables from oil products exported by NPC and its trading subsidiaries to buyers, mostly in Asia.  No funds under the arrangement (which has a contractual maturity of 2019) have been provided to NPC since 2010.

 

SEK’s only relationship to this legacy financing arrangement is as a holder (by means of an assignment by the lead bank) of a sub-participation interest representing less than 10% of the total facility.  SEK’s acquisition of this minority sub-participation interest in 2005 did not violate the provisions of any sanctions or related regulatory regimes applicable to SEK at that time.  SEK is not (and never has been) a party to the contractual arrangements with NPC, has never had any contact with NPC, nor has it ever had any involvement in the contractual arrangements related to, or in the physical settlement of, the oil product exports mentioned above.

 

During 2015, SEK’s sub-participation in this single legacy financing arrangement generated gross revenues of Euro 32,143.27 and net interest revenues of Euro 13,564.41. These amounts represent less than 0.03 percent of SEK’s gross revenues and net interest revenues for the year. SEK is actively exploring the possibility of exiting the arrangement through assignment of its minority sub-participation interest to another participant bank.

 

C           Organizational Structure

 

SEK organizes its activities in one Lending function which serves all customers with all products within SEK’s product range. The Lending function is responsible for all customer relations contacts and  cooperates with a Credit function and a Treasury group. SEK also maintains a risk control unit and a compliance function as well as staff and support functions.

 

Risk Control, Compliance and Internal Audit

 

SEK maintains a risk control unit and a compliance function which operate independently of the business areas. See also Note 29 to the Consolidated Financial Statements. In November 2011, upon the recommendation of the Audit Committee, SEK’s Board of Directors decided, that the independent internal audit function would be outsourced to an external company beginning in 2012. SEK’s Board of Directors has appointed KPMG to be responsible for the independent internal audit function and they have commenced their assignment in January 2012. Their assignment has been prolonged for 2013, 2014 and 2015 as well. The company’s goal in appointing an external party in order to perform the internal audit is to benefit from significant competence and experience in auditing SEK’s compliance with applicable regulations, particularly those regarding capital adequacy and the company’s internal risk model. SEK’s Risk and Compliance Committee, of which the Chief Executive Officer (CEO) is the chairman, has overall responsibility to establish the internal rules for the internal control of the financial reporting and follow-up compliance with the internal control regulations.

 

21



Table of Contents

 

Swedish Government Supervision

 

Supervision by the Finansinspektionen (the Swedish FSA)

 

SEK operates as a credit market institution within the meaning of the Swedish Banking and Financing Business Act (2004:297) (the “Act”). As such, it is, individually and on a consolidated basis, subject to supervision and regulation by Finansinspektionen (the Swedish FSA) which licenses and monitors the activities of credit market institutions to ensure their compliance with the Act and the regulations linked to it and such institutions’ corporate charters.

 

Among other things, the Swedish FSA requires SEK to submit reports on a daily, monthly, quarterly, semiannual and annual basis and may conduct periodic inspections. The Swedish FSA also may (but currently does not) appoint an external auditor to participate with SEK’s independent auditors in examining the Group’s and the Parent Company’s financial statements and the management of the Group.

 

In 2011, the Swedish FSA initiated an industry-wide inquiry into financial institutions’ reporting of the financial instruments they hold and certain aspects of their handling of market risk. SEK cooperated with this inquiry and SEK has had a dialogue with the Swedish FSA since, and has regularly informed about the timetable and improvements achieved within this area. In February 2015, the Swedish FSA informed SEK that it expected SEK to enhance its reporting of market risk furthermore and to address certain related issues. During 2015 a program to further improve the risk management capabilities within this area has been initiated. The work is planned to be finalized in 2016.

 

The Swedish National Audit Office may audit the activities that are conducted by the Swedish State in the form of limited companies, if the State as owner has a controlling influence over the activities. The State has such controlling influence over the activities of the Parent Company, which is a limited company. The National Audit Office appointed Authorized Public Accountant Filip Cassel as the auditor for SEK for the period from the 2010 Annual General Meeting up to and including the 2014 Annual General Meeting, with Authorized Public Accountant Anders Herjevik as the alternate for the same period. However, in April 2012 this appointment was terminated due to the fact that Mr. Cassel retired. The Swedish National Audit Office has not appointed a successor to Mr. Cassel.

 

As a credit market institution, SEK is also subject to prudential regulations relating, to among other areas, its capital adequacy, its maximal exposure to any group of interconnected clients and its liquidity position.

 

Prudential requirements

 

As of January 1, 2014, the revised capital adequacy rules of the Basel Committee on Banking Regulation and Supervisory Practices at the Bank for International Settlements (the “Basel Committee”), referred to as Basel III, came into force within the European Union. Basel III was introduced by a legislative package consisting of the Capital Requirements Regulation (CRR)(3) and the Capital Requirements Directive (CRD IV)(4). CRR is directly applicable in Sweden and contains detailed requirements in respect to capital adequacy, liquidity, large exposures, leverage ratio and supervisory reporting. CRD IV was incorporated into Swedish legislation as of August 2, 2014 and covers areas such as principles for prudential supervision, internal assessments of risk and capital, corporate governance, capital buffers, sanctions and remuneration.

 

The current regulations introduced by CRR and CRD IV replace regulations of the previous revision of the Basel accord, Basel II, which had been the prevailing standard since 2007, as it was incorporated into EU and Swedish legislation. On several topics Basel II rules are however still partially or completely in force, due to transistional periods in CRR or CRD IV. CRR, as amended, and CRD IV, as incorporated into national legislation, apply to credit institutions, including SEK, within Sweden and the European Union.

 


(3)  Regulation (EU) no 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) no 648/2012

(4)  Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing directives 2006/48/EC and 2006/49/EC

 

22



Table of Contents

 

The main structure of Basel III, as well as the previous standard according to Basel II, consists of three “Pillars”, as follows:

 

(i)  Pillar 1 deals with minimum capital requirements for credit risks, credit valuation adjustment risks and market risks as well as for operational risks, based on explicit calculation rules. Under Pillar 1, an institution must at all times have Own funds that in size and composition are sufficient to meet those minimum capital requirements. The capital requirements and the Own funds are calculated in accordance with the CRR (until year-end 2014: Capital Adequacy Act (2006:1371) and the Swedish FSA’s regulations and general guidelines regarding capital adequacy and large exposures (FFFS 2007:1)). The stricter minimum requirements that were introduced with the CRR are subject to transitional arrangements, however the Swedish FSA has chosen to, in most cases, require institutions to comply with those rules immediately according to their respective regulations regarding prudential requirements and capital buffers (FFFS 2014:12). Pillar 1 allows institutions to choose between various alternatives based on their level of development; with regard to credit risks, the standardized approach is the simplest approach. It is similar to the approach required by Basel I, but contains more risk weights, all of which are established by national authorities. Institutions can expand upon the supervisory authorities’ risk weights by using risk assessments from recognized credit rating agencies such as Moody’s, Standard & Poor’s and Fitch. The next level of sophistication under Pillar 1 regarding credit risk is called the Foundation IRB approach (internal ratings-based approach). Under the Foundation IRB approach, the risk weights, and therefore the capital requirements, are partially based on institutions’ internal risk classifications. The Swedish FSA approved SEK’s application to be allowed to use a Foundation IRB approach in February 2007. SEK’s permission to base its capital requirement for credit risk on the IRB approach covers a large proportion of the company’s exposures. Certain exposures are, by permission from the Swedish FSA, exempted from application of the IRB approach, and then the standardized approach is applied instead. SEK has permanent exemptions for exposures to Swedish central and regional governments. SEK was also in 2014 granted a permanent exemption, which superseded a previous temporary but otherwise equivalent exemption, from the IRB approach regarding exposures in the Customer Finance business area. This permanent exemption is subject to the prerequisite that the exposures covered will not have a significant impact on the risk profile of SEK. Also, SEK has time-limited exemptions until December 31, 2015 for its exposures to central and regional governments outside Sweden and to multilateral development banks. SEK has applied to the Swedish FSA for approval of an IRB approach for those exposures with time-limited exemptions. SEK has also applied for a temporary prolongation of the time-limited exemptions until an IRB approach for the affected exposures is approved. Minimum capital requirements for these exposures will increase when, subject to approval from the Swedish FSA, an IRB approach is applied.

 

(ii) Pillar 2 concerns national supervisory authorities’ evaluation of risks and describes requirements on institutions’ processes for risk and capital management. It also establishes the supervisory authorities’ functions and powers. Further, under Pillar 2 each financial institution must identify risks and assess risk management from a wider perspective, to supplement the capital requirements calculated within the scope of Pillar 1. This Internal Capital Adequacy and Liquidity Assessment Process (ICAAP) also takes into account qualitative risks. SEK annually assesses the development of its future capital and liquidity requirements and available capital primarily in connection with the three-year business plan being updated.

 

(iii)  Pillar 3 concerns, and places requirements on, openness and transparency and how institutions, in a broad sense, should report their operations to the market and the public. The disclosure of capital and risk management must follow the requirements of the CRR and some additional regulations issued in Sweden, most notably the above mentioned FFFS 2014:12 (until year-end 2014: the Swedish FSA’s regulations and general guidelines regarding public disclosure of information concerning capital adequacy and risk management (FFFS 2007:5)). SEK reported in accordance with Pillar 3 for the first time in the Annual Report for 2007. Since 2008, SEK has also published a separate report in accordance with Pillar 3:” Capital Adequacy and Risk Management Report, Pillar 3 ”.

 

As mentioned above, CRR also introduces new liquidity standards: liquidity coverage ratio (LCR) and net stable funding ratio (NSFR). LCR requires that a bank holds enough high quality liquid assets to cover their projected net cash outflows in a 30-day stress scenario. The EU Commission has published a delegated act on LCR. The detailed LCR rules came into force on 1 October 2015 with phase-in of 60% in 2015, 70% in 2016, 80% in 2017 and 100% in 2018. In Sweden, the Swedish FSA has progressed faster in liquidity regulations and implemented a tougher LCR requirement already in the beginning of 2013. NSFR requires that a bank maintain a stable borrowing profile in relation to the composition of their assets and off-balance sheet activities under both normal and stressed conditions. Minimum requirements will however not come into force until 2018.

 

23



Table of Contents

 

The principal measure of capital adequacy, according to previous (Basel II) and current (Basel III as it is implemented with the CRR) standards, is a capital to risk exposure amount ratio, which compares the Own funds, as defined in the CRR, to the total of risk-weighted exposures, that is assets and off-balance sheet items measured according to the risk level. According to CRR, Own funds consist of three components with different level of quality from a loss absorption perspective. The highest quality is the Common Equity Tier 1 capital, which includes equity capital after certain adjustments and deductions. The next level is the Additional Tier 1 capital which, subject to detailed requirements, consists of some kinds of highly subordinated, perpetual debt or hybrid capital. Tier 1 capital is the sum of Common Equity Tier 1 capital and Additional Tier 1 capital. Tier 2 capital constitutes the third component and consists of, subject to detailed requirements, some kinds of subordinated debt that among other things must have an original maturity no less than five years. The measure on Common Equity Tier 1 capital was formally introduced with the CRR. Most items previously deducted from total Own funds will according to CRR be deducted directly from Common Equity Tier 1 capital. One of the key purposes of the Basel III standards is to improve the quality of the Own funds of financial institutions and to increase transparency standards regarding the different components that comprise the Own funds. The introduction of Basel III with CRR have imposed a narrower definition of Tier 1 capital with stricter requirements on included instrument and an overall focus on Common Equity Tier 1 capital. Also, the CRR introduced stricter capital requirements related to exposures to financial institutions and a new capital requirement for credit valuation adjustment risks, covering additional risks related to derivatives positions.

 

The minimum total capital ratio requirement under Pillar 1 is 8.0 percent, a requirement that not has changed with the CRR. However, the CRR introduced additional requirements on the higher quality components of capital, with a minimum requirement of 4.5 percent and 6.0 percent relating to Common Equity Tier 1 capital and Tier 1 capital, respectively. These additional requirements are subject to transitional arrangements according to CRR, but the Swedish FSA has opted to require financial institutions, including SEK, to fulfill them already as of January 1, 2014. In addition to these minimum ratios there are capital buffers requirements that SEK must meet with Common Equity Tier 1 capital with the result, as of December 31, 2015, that SEK’s actual Common Equity Capital Ratio must exceed 7.7 percent (year-end 2014: 7.0 percent). Failure to meet the additional buffer requirements triggers among other things restrictions on distributions. SEK’s policy is to maintain Own funds well in excess of the regulatory minimum requirements.

 

The Common Equity Tier 1 capital ratio is a new metric that became a required disclosure as of January 1, 2014. This ratio, as it has been disclosed prior to January 1, 2014 has been based on a definition where Common Equity Tier 1 capital consists of Tier 1 capital excluding additional Tier 1 capital (in the form of perpetual subordinated debt). As of January 1, 2014 and henceforth the Common Equity Tier 1 capital is calculated according to CRR, in some cases subject to transitional arrangements. SEK’s Common Equity Tier 1 capital ratio was 21.6 percent as of December 31, 2015 (year-end 2014: 16.9 percent). As of December 31, 2015, SEK’s total capital ratio was 24.5 percent (2014: 19.2 percent), while its Tier 1 capital ratio was 21.6 percent (2014: 16.9 percent). Contributing factors to the increase in the capital ratios are revised risk parameters, reduced exposures from liquidity investments and increases in Own funds due to increased retained earnings.  See Note 25 to the Consolidated Financial Statements for further details on the capital adequacy and capital buffers of SEK.

 

In August, 2013 SEK exercised its right to redeem outstanding perpetual subordinated debt totaling USD 350 million, instruments that up to that time had been included in Additional Tier 1 capital. The reason for the early redemption of these debentures is that, due to regulatory changes that were to be (and subsequently also were) introduced with the CRR, they would not qualify as Tier 1 capital and therefore they would not fulfill an effective function in the company’s capital structure going forward. In November 2013, a Tier 2-eligible bond amounting to USD 250 million with a maturity of 10 years and a redemption option after 5 years was issued.

 

For further information on prudential regulations, and forthcoming changes regarding these, see Note 29 to the Consolidated Financial Statements.

 

Large exposures

 

According to the CRR (until year-end 2014: the Swedish FSA’s regulation FFFS 2007:1), a large exposure refers to an exposure that accounts for at least 10 percent of an institution’s eligible capital, which effectively for SEK is the total of Own funds. The aggregate amount of SEK’s large exposures as of December 31, 2015 was 236.7 percent of SEK’s total Own funds, and consisted of risk-weighted exposures to 18 different counterparties, or counterparty groups, of which the majority relate to combined exposures for which more than one counterparty is responsible for the same payments (year-end 2014: 342 percent and 25 different counterparties or counterparty groups).

 

24



Table of Contents

 

In order to monitor large exposures, SEK has defined internal limits, which are monitored daily, along with other limits.

 

AB SEK Securities

 

The Parent Company’s wholly owned subsidiary AB SEK Securities was merged into the Parent Company on December 5, 2014. The subsidiary was previously licensed to conduct a securities business and as such was regulated by the Swedish FSA under the Securities Operations Act. The Parent Company has obtained the same license and is thus now subject to the same regulations and conditions, which follows from such a license. Among other things, the Swedish FSA requires a licensee to submit reports on a regular basis and may request to conduct periodic inspections. The Swedish FSA had the option to appoint (but did not) an external auditor for the subsidiary. Furthermore, AB SEK Securities was also subject to regulation of its capital adequacy and limits on credit to any single customer pursuant to the CRR, as amended, as the Parent Company is now and was before the merger.

 

D           Property, Plant and Equipment

 

SEK’s current headquarters, which occupy approximately 4,490 square meters of office space in central Stockholm, are leased.

 

ITEM 4A. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

A           Operating Results

 

A major part of SEK’s operating profit derives from net interest revenues, which are earned mainly on loans to customers, but also to a lesser extent on liquidity investments. Funding for these assets comes from equity and from securities issued in international capital markets. Accordingly, the key determinants of SEK’s operating profit are: the interest rate on interest-bearing assets, the interest rate of issued securities, the outstanding volume of interest-bearing assets and the proportion of assets financed by equity. The relative proportions of assets funded by debt and equity are also crucial.

 

SEK issues debt instruments with terms that may be fixed, floating or linked to various indices. SEK’s strategy is to economically hedge these terms at floating rates with the aim of matching the terms of its debt-financed assets. The quality of SEK’s operating profit, its relatively stable credit ratings and SEK’s public role have enabled SEK to achieve borrowing at levels that are competitive within the market.

 

In addition to net interest revenues, another key influence on SEK’s operating earnings has been changes in the fair value of certain assets, liabilities and derivatives reported at fair value. The factors that mainly impact unrealized changes in fair value are credit spreads on own debt and basis spreads. The credit spread on own debt is related to the creditworthiness SEK’s investors believe that SEK has. Basis spread is the deviation in the nominal interest rate between two currencies in a currency interest rate swap that depends on the difference between the base interest rate of the currencies.

 

25



Table of Contents

 

Operating profit for 2015 amounted to Skr 1,535 million (2014: Skr 1,629 million), a decrease of 6 percent compared to the previous year. The decrease was mainly attributable to lower net results of financial transactions.

 

Critical Accounting Policies and Estimates

 

When applying the Group’s accounting policies, management makes judgments and estimates that have a significant effect on the amounts recognized in the financial statements. These estimates are based on past experience and assumptions that the company believes are fair and reasonable. These estimates and the judgments behind them affect the reported amounts of assets, liabilities and off-balance sheet items, as well as income and expenses in the financial statements presented. Actual outcomes can differ from the estimates and the assumptions made. Please see below for items for which critical estimates have been made. SEK assesses that the judgments made related to the following critical accounting policies are the most significant:

 

·       The functional currency of the Parent Company;

·       The selection of the appropriate valuation techniques when prices from active markets are not available for derivatives and other financial instruments carried at fair value; and

·       The judgment that SEK should be regarded as an agent with respect to the S-system.

 

Furthermore, SEK has identified the following key sources of estimation uncertainty when applying IFRS:

·   Provisions for probable credit losses;

·   Estimates of fair values when quoted market prices are not available; and

·   Valuation of derivatives without observable market prices.

 

The functional currency of the Parent Company

 

SEK has determined that the Swedish krona (Skr) is its functional currency under IFRS. This judgment bears the risk of a change if the net exposure in any currency will increase significantly, and SEK’s statement of financial position as a consequence will become mainly denominated in other currency than the Swedish krona.  In the past the net result of currency exchange-rate effects has not been of a material amount in relation to total assets and liabilities in foreign currency. Due to the economic substance of SEK’s policy of holding assets financed by liabilities denominated in, or hedged into, the same currency, this is not reasonably likely to change in the future.  See Note 1 to the Consolidated Financial Statements for more information and Note 26 to the Consolidated Financial Statements for information on SEK’s positions in foreign currency.

 

The selection of the appropriate valuation techniques when prices from active markets are not available for derivatives and other financial instruments carried at fair value

 

When reporting the amounts of its assets, liabilities and derivatives, as well as its revenues and expenses, assumptions and estimates must be made in assessing the fair value of financial instruments and derivatives, especially where unquoted or illiquid securities or other debt instruments are involved. SEK makes judgments regarding what the most appropriate valuation techniques are for the different financial instruments based on their categories. In all cases, the decision is based on a professional assessment pursuant to SEK’s accounting and valuation policies. If the conditions underlying these assumptions and estimates were to change, the amounts reported could be different. The use of a valuation model demands a validation and thereafter an approval. See Note 26 to the Consolidated Financial Statements for disclosure of change in value of assets and liabilities if the market interest rate rises or falls by one percentage point and see Note 13 to the Consolidated Financial Statements for disclosure of change in value of assets and liabilities if non-observable parameters are changed.

 

The judgment that SEK should be regarded as an agent with respect to the S-system

 

SEK has determined that the S-system should be considered to be an assignment where SEK acts as an agent on behalf of the Swedish State rather than being the principal in the individual transactions. This assessment has been made based on a number of factors such as the following: (i) although it does in form, SEK does not in substance bear risks and make decisions associated with ownership; (ii) SEK does not have discretion in establishing prices; and (iii) SEK receives compensation in the form of a fixed commission. SEK has consequently presented the economic activities of the S-system on a net basis in the statement of comprehensive income, recording the net commission received, rather than the gross amounts collected, in accordance with the instruction from the State. The underlying factors that the assessment has been arisen from the instruction of the State. If the instruction from the State would change, the judgment might change. If SEK were regarded as a principal with respect to the S-system, all revenues and expenses in the S-system would be revenues and expenses of SEK. However, the net effect on SEK’s operating profit would be unchanged. See more information regarding the S-system in Note 24 and Note 1 (d)(i) to the Consolidated Financial Statements.

 

26



Table of Contents

 

Provisions for probable credit losses

 

Provisions for probable credit losses are made if and when SEK determines that it is probable that the obligor under a loan or another asset held by SEK, in each case together with existing guarantees and collateral, will fail to cover SEK’s full claim. If the judgment underlying this determination were to change, this could result in a material change in provisions for probable credit losses.

 

Impairment is recognized as the difference between the carrying value of a loan and the discounted value of SEK’s best estimate of future cash repayments. This estimate takes into account a number of factors related to the obligor. The actual amounts of future cash flows and the dates they are received may differ from these estimates and consequently actual losses incurred may differ from those recognized in the financial statements. If, for example, the actual amount of total future cash flow were 10 percent higher or lower than the estimate, this would affect operating profit for the financial year ended December 31, 2015 by Skr 20-30 million (2014: Skr 40-50 million; 2013: Skr 70-80 million) and equity by Skr 16-24 million (2014: Skr 31-39 million; 2013: Skr 55-65 million) at that date. A higher total future cash flow would affect operating profit and equity positively, and a lower total future cash flow would affect operating profit and equity negatively. Historically the estimates have been reasonably accurate, which can also be seen in the historical Net credit losses.

 

Estimates of fair value when quoted market prices are not available

 

If a transaction is classified as an asset or liability at fair value through profit or loss, fair value must include any impact of credit spreads. When quoted market prices are not available for such instruments, certain assumptions must be made about the credit spread of either the counterparty or one’s own credit spread, depending on whether the instrument is an asset or a liability.

 

Developments in the financial markets have to some extent affected the prices at which SEK’s debt is issued. These changes, which are different in different markets, have been included in the calculation of fair value for these liabilities. The models used include both directly observable and implied market parameters.

 

If the assumption related to the valuation of assets classified at fair value through profit or loss were changed such that the average credit spread applied to such assets were 0.10 percent higher or lower than the average spread actually used in the calculations, this would affect operating profit for the fiscal year ended December 31, 2015 by approximately Skr 5-15 million (2014: Skr 5-15 million; 2013: Skr 5-15 million) and equity, at such date, by approximately Skr 100-110 million (2014: Skr 150-160 million; 2013: Skr 110-120 million). A higher credit spread would affect operating profit and equity negatively, and a lower credit spread would affect operating profit and equity positively.

 

If the assumption related to the valuation of liabilities classified at fair value through profit or loss were changed such that the average credit spread applied to such liabilities were 0.10 percent higher or lower than the average spread actually used in the calculations, this would affect operating profit for the fiscal year ended December 31, 2015 by approximately Skr 150-250 million (2014: Skr 200-300 million; 2013: Skr 200-300 million) and equity, at such date, by approximately Skr 100-200 million (2014: Skr 150-250 million; 2013: Skr 150-250 million). A higher credit spread would affect operating profit and equity positively, and a lower credit spread would affect operating profit and equity negatively.

 

SEK issues debt instruments in many financial markets. A large portion of these are hybrid instruments with embedded derivatives. SEK’s policy is to hedge the risks in these instruments using derivatives with corresponding structures in order to obtain effective economic hedges. The entire hybrid debt instrument is then classified as a financial liability measured at fair value. As there are typically no market quotes for this group of transactions, valuation models are used to calculate fair value. The gross value of these instruments and derivatives which effectively hedge each other requires complex judgments regarding the most appropriate valuation technique, assumptions and estimates. If other valuation models or assumption were used, or if assumptions changed, this could produce other valuation results. Excluding the impact on valuation of credit spreads on SEK’s own debt and basis spreads, such changes in fair value would generally offset each other.

 

27



Table of Contents

 

If these assumptions were to be changed, this could result in a material change in the fair value of these instruments. For further information see the table “Sensitivity analysis — level 3 assets and liabilities” in Note 13 to the Consolidated Financial Statements.

 

Valuation of derivatives without observable market prices

 

A large part of SEK’s portfolio of senior securities issued and related derivatives is in the form of structured products, in which the fair value of certain embedded derivatives (though not bifurcated) sometimes requires sophisticated models in order to value these instruments. If the assumptions used in these models were to change, it could result in a material change in the fair value of these instruments. Since SEK only enters into market-matched hedge relationships (economic or accounting hedges), a potential material effect on profit or loss or equity would result only if there were changes in the credit spreads or basis spread.

 

SEK uses derivative instruments to mitigate and reduce risks attributable to financial assets and liabilities. In order to mitigate counterparty risk, i.e. the form of credit risk generated from derivative transactions, SEK enters into such transactions only with counterparties with good creditworthiness. Moreover, SEK endeavors to enter into ISDA Master Agreements with Credit Support Annexes with its counterparties. This means that the highest allowed risk level is established in advance, regardless of what changes in market value may occur. Derivatives are valued at fair value with reference to listed market prices where available. If market prices are not available, valuation models are used instead. SEK uses a model to adjust the fair value of the net exposure for changes in SEK’s or a counterparty’s creditworthiness. The models use directly observable market parameters if such are available.

 

Please see more information regarding valuation techniques in Note 13 to the Consolidated Financial Statements, and for more information regarding Critical accounting policies and estimates see Note 1 to the Consolidated Financial Statements.

 

Recent Accounting Pronouncements Issued and Other Accounting Related Announcements

 

SEK has adopted the following amendments to standards and interpretations from IASB as from January 1, 2015, but have no material impact on SEK’s financial reporting:

 

Amendments to IAS 19 — Defined Benefit Plans: Employee Contributions:

IFRS — Annual Improvements cycle 2010-2012.

IFRS — Annual Improvements cycle 2011-2013.

 

The following new standards and changes in standards and interpretations not yet adopted are considered to be particularly relevant to SEK: For additional information on new standards, see Note 1(a) to the Consolidated Financial Statements.

 

IFRS 9 Financial Instruments. 2014, IASB issued IFRS 9 which is replacing IAS 39 Financial Instruments: Recognition and Measurement. The standard includes requirements for recognition, classification and measurement, impairment, derecognition and general hedge accounting. The standard has been issued in phases, with the 2014 version replacing all previous versions. New rules on the classification and measurement of financial assets reduce the number of valuation categories and instead focus on the company’s business model with respect to how its financial assets are used and whether contractual cash flows represent only nominal amounts and interest. The rules for financial liabilities are essentially unchanged compared with IAS 39. The biggest change is that fair value movements due to own credit risk in financial liabilities that have irrevocably been designated as at fair value should be recognized in other comprehensive income rather than in profit or loss. IFRS 9 also introduces credit loss model where expected losses are taken into account. The new model takes a three-stage approach based on whether significant changes in credit risk have occurred.  The new general rules on hedge accounting allow entities to better reflect risk management activities in financial reports. SEK has started the process of evaluating the potential effect of this standard, but has not yet formed any conclusions regarding the effects on SEK’s financial statements, capital adequacy or large exposures. At present, SEK has no intention of adopting the standard early. IFRS 9 is mandatorily effective from January 1, 2018, with early adoption permitted.

 

28



Table of Contents

 

IFRS 16 Leases. In January 2016, the IASB published the new accounting standard for leases, includes changes for lessees. All leases (with the exception of short-term leases and smaller leases) are to be recognized as right-of-use assets which are subject to depreciation and with liabilities appearing in the lessee’s balance sheet, and the lease payments are recognized as repayment and interest expense. Lessor accounting remains essentially unchanged. Further disclosures are also required. SEK’s preliminary assessment is that the standard will not have any material impact on SEK’s financial statements, capital adequacy or large exposures. The standard is effective from January 1, 2019.

 

Assets and Business Volume

 

Total Assets

 

SEK’s total assets amounted to Skr 280.4 billion on December 31, 2015 (year-end 2014: Skr 325.2 billion), a decrease of 14 percent compared to same period of the previous year. The decrease is mainly due to decreased liquidity investments as part of a more efficient use of capital. The liquidity investments amounted to Skr 58.7 billion on December 31, 2015 (year-end 2014: Skr 86.6 billion).

 

The combined amount of loans outstanding and loans committed though not yet disbursed amounted to Skr 268.5 billion as of December 31, 2015 (year-end 2014: Skr 234.3 billion), an increase of 15 percent from year-end 2014. The increase is mainly attributable to the financing agreement signed with Brazil regarding its purchase of Gripen fighter planes from Saab. Of the combined amount as of December 31, 2015, Skr 205.1 billion represented outstanding loans, a decrease of 6 percent from year-end 2014 (year-end 2014: Skr 218.2 billion). Of the total amount of outstanding loans, loans in the S-system amounted to Skr 44.1 billion (year-end 2014: Skr 48.3 billion), representing a decrease of 9 percent from year-end 2014.

 

Business Volume

 

SEK’s new lending to Swedish exporters and their customers in 2015 amounted to Skr 104.6 billion (2014: Skr 57.1 billion).

 

The volume of new end-customer finance for the full year was Skr 85.3 billion (2014: Skr 33.9 billion). Skr 50.8 billion of total end-customer finance for the year relates to S-system credits (2014: Skr 5.7 billion). The volume of new corporate lending was Skr 19.3 billion (2014: Skr 23.2 billion).

 

As of December 31, 2015, the aggregate amount of outstanding offers amounted to Skr 57.1 billion, a decrease of 27 percent since year-end 2014 (year-end 2014: Skr 78.4 billion). Skr 48.4 billion (year-end 2014: Skr 74.5 billion) of outstanding offers were derived from the S-system. Skr 2.3 billion (year-end 2014: Skr 50.9 billion) of outstanding offers are binding offers and Skr 54.9 billion (year-end 2014: Skr 27.5 billion) are non-binding offers. Binding offers are included in commitments.

 

29



Table of Contents

 

New customer financing

 

(Skr billion )

 

 

 

Year ending December 31,

 

Skr billion

 

2015

 

2014

 

2013

 

Customer financing of which:

 

 

 

 

 

 

 

- End-customer finance

 

85.3

 

33.9

 

39.0

 

- Corporate lending

 

19.3

 

23.2

 

16.7

 

Total

 

104.6

 

57.1

 

55.7

 

 

Of which Skr 53.4 billion (2014: Skr 7.3 billion and 2013: Skr 12.1 billion) had not been disbursed at period end.

 

Counterparty Risk Exposures

 

There has been no significant change in the composition of SEK’s counterparty exposure except that the primary part of SEK´s securitizations positions was sold during the second quarter. Of the total counterparty exposure as of December 31, 2015, 52.9 percent (year-end 2014: 51.6 percent) was to states; 26.6 percent (year-end 2014: 22.8 percent) was to companies; 16.0 percent (year-end 2014: 18.3 percent) was to multilateral development banks and financial institutions; 4.3 percent (year-end 2014: 5.6 percent) was to regional governments; and 0.2 percent (year-end 2014: 1.7 percent) was to asset-backed securities. Total exposures amounted to Skr 326.2 billion on December 31, 2015 (year end 2014: Skr 370.3 billion), the decrease compared to the same period of the previous year is mainly attributable to the decreased liquidity investments and reduced volumes in total loans outstanding, loans committed though not yet dusbursed and binding offers. The financing agreement regarding Gripen planes was part of the previous year´s exposures as a binding offer. SEK’s exposure to derivative counterparties is significantly limited compared to the amount of derivatives reported among SEK’s assets because the derivatives are subject to collateral agreements. See the table “Capital requirements in accordance with Pillar 1” in Note 25 to the Consolidated Financial Statements.

 

Other exposures and risks

 

SEK’s hedging transactions are expected to be effective in offsetting changes in fair value attributable to hedged risks. The determination of the gross value of certain items in the statements of financial position, particularly derivatives and issued unsubordinated securities, which effectively hedge each other, requires complex judgments regarding the most appropriate valuation technique, assumptions and estimates.

 

If different valuation models or assumptions were used, or if assumptions changed, a different result may arise. Excluding the impact on the valuation of spreads on SEK’s own debt and basis spreads (which can be significant), such changes in fair value would generally offset each other, with little impact on the value of net assets.

 

SEK maintains a conservative policy with regard to market exposures, interest rate risks, currency risks and operational risks. For quantitative and qualitative information about risks and exposures, see Note 26 and Note 29 to the Consolidated Financial Statements.

 

Results of Operations

 

Net Interest Revenues

 

2015 compared to 2014

 

Net interest revenues amounted to Skr 1,662 million (2014: Skr 1,578 million), an increase of 5 percent compared to the previous year. This increase was driven primarily by higher average lending volumes and lower borrowing costs. The decreased borrowing costs are a result of improved borrowing terms and lower financing needs, mainly attributable to decreased liquidity investments. Changes in currency exchange-rates had a positive effect on net interest revenues. Lower market interest rates had a negative impact on net interest revenues and are the main reason for the large decline in interest income and interest cost gross.

 

30



Table of Contents

 

Interest-bearing assets decreased compared with the previous year and amounted on average to Skr 284.3 billion (2014: Skr 296.6 billion). The amount of total loans increased compared with the previous year and amounted on average to Skr 211.7 billion (2014: Skr 209.8 billion). Liquidity investments decreased as part of a more efficient use of capital and amounted on average to Skr 72.7 billion (2014: Skr 86.8 billion).

 

Borrowing volume decreased to an average of Skr 257.9 billion (2014: Skr 275.7 billion). The average margin on assets, compared with the previous year, has been affected positively due to the fact that the proportion of loans as part of the interest-bearing assets has increased and the margin of liquidity investments has improved. The margin on lending has been stable.

 

2014 compared to 2013

 

Net interest revenues amounted to Skr 1,578 million (2013: Skr 1,555 million), an increase of 1 percent. The average volume in the lending portfolio increased and the margins also increased somewhat compared to the previous year.

 

Interest-bearing assets increased compared with the previous year and amounted on average to Skr 296.6 billion (2013: Skr 284.5 billion). The amount of total loans increased compared with the previous year and amounted on average to Skr 209.8 billion (2013: Skr 197.2 billion). Liquidity investments amounted on average to Skr 86.8 billion (2013: Skr 87.3 billion).

 

Borrowing volume increased to an average of Skr 275.7 billion (2013: Skr 270.9 billion). While the margin on liquidity decreased during 2014 compared to 2013, margins on lending were stable and a slight reduction on the proportion of liquidity investments of assets compensated. Hence, the margins on assets were stable between 2013 and 2014.

 

Commission earned and commission incurred

 

2015 compared to 2014

 

Commission earned and commission incurred amounted to Skr -6 million (2014: Skr -6 million). Commission earned amounted to Skr 2 million (2014: Skr 4 million). Commission incurred amounted to Skr -8 million (2014: Skr -10 million).

 

2014 compared to 2013

 

Commission earned and commission incurred amounted to Skr -6 million (2013: Skr -5 million). Commissions earned amounted to Skr 4 million (2013: Skr 9 million). Commissions incurred amounted to Skr —10 million (2013: Skr —14 million). The decrease in commissions earned was due to decreased capital market commissions from the securities business in SEK Securities. The wholly owned subsidiary SEK Securities was merged into SEK on December 5, 2014. Through the merger AB SEK Securities’ assets and liabilities were taken over by SEK. AB SEK Securities  had permission from the Swedish FSA to conduct security operations. The Parent Company authorization to conduct securities business operations, received on June 12, 2014, was transferred to SEK through the merger. The decrease in commission expenses incurred was primarily due to lower bank fees.

 

Net Results of Financial Transactions

 

2015 compared to 2014

 

Net results of financial transactions amounted to Skr 400 million (2014: Skr 506 million). This decrease, in comparison to the previous year, was attributable to a positive result from the settlement of the litigation with Lehman Brothers, which was reported in the previous year and to a negative result from the sale of securitizations assets during the second quarter of 2015. The decrease in net results of financial transactions was offset by the change in the fair value of debt, attributable to changes in SEK´s credit spread, which resulted in a positive impact on operating profit compared to last year.

 

2014 compared to 2013

 

The net results of financial transactions amounted to Skr 506 million (2013: Skr 408 million). The improved result was mainly due to results from the settlement of the litigation with Lehman Brothers amounting to Skr 317 million (see the paragraph directly below) and increased results from the early redemption of loans. This was offset by the fact that results were negatively impacted by changes in fair value attributable to changes in SEK’s credit risk and that in the previous year, profits from SEK’s repurchase of its subordinated debt and the closing of related hedging instruments amounted to Skr 375 million.

 

31



Table of Contents

 

In April 2012, the Swiss company Lehman Brothers Finance AG (in liquidation, with PricewaterhouseCoopers as appointed liquidators) (“LBF”) filed a lawsuit against SEK with the Stockholm District Court. In June 2014, the dispute was finally settled and in September 2014, SEK received certain distributions from other entities in the former Lehman Brothers group, that, in total, affected net results of financial transactions positively by Skr 317 million (see Note 4 to the Consolidated Financial Statements).

 

SEK’s general business model is to hold financial instruments measured at fair value to maturity. The unrealized fair value changes that arise, mainly attributable to changes in credit spreads on SEK’s own debt and basis spread, are recognized in net results of financial transactions and will, over time, not affect the result as the changes in unrealized market value will return to zero if the instruments are held to maturity. Realized gains and losses will occur if SEK repurchases own debt or if lending is prematurely terminated and related hedging instruments are closed out.

 

Personnel Expenses

 

2015 compared to 2014

 

Personnel expenses totalled Skr -295 million (2014: Skr -313 million), a decrease of 6 percent compared to the previous year. The decrease was mainly attributable to a decreased provision to the employee incentive scheme. There was also a reversal of prior provisions for the employee incentive scheme related to 2014 of Skr 6 million (2014: Skr - million).

 

No estimated cost for the employee incentive scheme was required to be recorded during 2015.

 

The outcome of the scheme is based on net interest revenues and net commissions less costs, and may not exceed two months’ salary. For 2015, the scheme covered all permanent employees with the exception of the CEO, other senior executives  and employees working in risk- and compliance functions. The amount to be paid decreases if the risk exposure amount exceeds intended levels for the period.

 

2014 compared to 2013

 

Personnel expenses totaled Skr -313 million (2013: Skr —290 million) an increase of 8 percent compared to the previous year. The increase in personnel expenses was due to a reserve made to the employee incentive scheme, which was not the case in 2013.

 

The cost for the employee incentive scheme amounted to Skr -26 million (2013: Skr 0 million) charged to profit. The outcome of the employee incentive scheme is based on net interest revenues and net commissions less costs, and may not exceed two months’ salary. In 2014, the scheme applied to all permanent employees, with the exception of Senior Executives, Head of Financial Control, Head of Internal Control and Head of Risk Control as well as any other employees that the Board of Directors have decided to exclude. The amount to be paid decreases if the risk exposure amount exceeds intended levels for the year.

 

Peter Yngwe has left his position as CEO in April 2014 in accordance with the Board of Directors’ decision. Catrin Fransson assumed her position as CEO at the time of SEK’s Annual General Meeting in April 2014. Catrin Fransson’s terms of employment follow the state’s guidelines for leading officials.

 

Other administrative expenses

 

2015 compared to 2014

 

Other administrative expenses amounted to Skr -164 million (2014: Skr -166 million), a decrease of 1 percent compared to the previous year.

 

2014 compared to 2013

 

Other administrative expenses amounted to Skr -166 million (2013: Skr -185 million), a decrease of 10 percent compared to the previous year. The decrease in  other administrative expenses is mainly due to cost-reducing actions that have been taken through the reduction of the number of consultants and their replacement with employed staff.

 

32



Table of Contents

 

Depreciation and impairment of Non-financial Assets

 

2015 compared to 2014

 

Depreciation and impairment totalled Skr -98 million (2014: Skr -43 million), an increase of 128 percent compared to the previous year. An impairment of capitalized IT investments has been made and amounted to Skr -55 million, after an assessment of the assets’ value.

 

2014 compared to 2013

 

Depreciation totaled Skr -43 million (2013: Skr -36 million), an increase of 19 percent. The increase was mainly due to an increased depreciation base for IT development-projects.

 

Net Credit Losses

 

2015 compared to 2014

 

Net credit losses for 2015 amounted to Skr 36 million (2014: Skr 73 million). During the fourth quarter of 2015 a provision of Skr -33 million was made due to a bad debt. During the second quarter of 2015 a reversal of a previous provision was made to the portfolio-based reserve (i.e., the reserve not attributable to a specific counterparty) of Skr 70 million. The reversal of the reserve is due to the fact that securitization assets were sold during the second quarter and that the risk parameters for credit risk have been revised in calculating the reserve as of June 30, 2015. The portfolio based reserve was at the end of 2015 Skr 170 million (2014: Skr 240 million).

 

2014 compared to 2013

 

Net credit losses for 2014 amounted to Skr 73 million (2013: Skr -39 million). The positive result was due to reversed reserves applicable to both a previously impaired debt that had been sold during the period and the two Collateralized Debt Obligations (“CDOs”) which were impaired previously due to a dramatically downgraded rating. One of these CDOs has been liquidated, with SEK having received final settlement while for the other CDO a reserve has partly been reversed in connection with an amortization that was received in the fourth quarter (see Note 9 and 26 to the Consolidated Financial Statements). During 2014, an additional provision of Skr -30 million was made to the portfolio based reserve (i.e. the reserve not attributable to a specific counterparty) (2013: Skr -10 million). After this provision, the reserve amounts to Skr 240 million (year-end 2013: Skr 210 million). The increase of the reserve is mainly attributable to corporate exposures with lower ratings.

 

Operating Profit

 

2015 compared to 2014

 

Operating profit amounted to Skr 1,535 million (2014: Skr 1,629 million), a decrease of 6 percent compared to the previous year. The decrease is mainly attributable to lower net results of financial transactions. Operating profit, excluding net results of financial transactions, amounted to Skr 1,135 million (2014: Skr 1,123 million), an increase of 1 percent compared to the previous year.

 

2014 compared to 2013

 

Operating profit amounted to Skr 1,629 million (2013: Skr 1,408 million), an increase of 16 percent compared to the previous year. The increase was mainly attributable to reversals of previous reserves for credit losses and an increase in net results of financial transactions.  In net results of financial transactions, a result amounting to Skr 317 million (2013: Skr 0 million) is included due to a settlement of the litigation with Lehman Brothers

 

Net Profit

 

2015 compared to 2014

 

Net profit for the year amounted to Skr 1,187 million (2014: Skr 1,260 million).

 

33



Table of Contents

 

2014 compared to 2013

 

Net profit for the year amounted to Skr 1,260 million (2013: Skr 1,090 million).

 

B           Liquidity, Capital Resources and Borrowing

 

Liquidity

 

SEK’s policy for liquidity and borrowing risk requires that for all credit commitments — outstanding credits as well as agreed, but undisbursed credits — there must be borrowing available through maturity. For CIRR credits, which SEK manages on behalf of the Swedish State, when evaluating whether it has positive availability the company counts its credit facility with the Swedish National Debt Office as available borrowing, despite the fact that no funds have been drawn under this facility. As a consequence, SEK continues to have a high level of liquid assets and a low borrowing risk. The aggregate volume of funds and equity exceeded the aggregate volume of loans outstanding and loans committed during each future time period. Accordingly, SEK considers all loan commitments to be funded through maturity. See also the chart titled “Development Over Time of SEK’s Available Funds” in Note 29 to the Consolidated Financial Statements.

 

Contractual Commitments

 

The following table sets forth the maturity analysis of SEK’s debt and other obligations as of December 31, 2015. Repayments subject to notice for liabilities and hedging derivatives are treated as if notice were to be given immediately, whether it is SEK or the counterparty that has the right to demand early redemption. Assets with repayments subject to notice for assets are assumed to occur on the maturity date. The table below includes interest.

 

Maturity Profile of Financial Liabilities

 

At December 31, 2015

 

 

 

Cash flow due by Period

 

Skr million

 

Total
Cash flow

 

Less than
1 month

 

1-3 months

 

3-12 months

 

1-5 years

 

After 5 years

 

Senior debt

 

-259,800

 

-6,023

 

-22,144

 

-56,610

 

-128,725

 

-46,298

 

Borrowing from credit institutions

 

-5,248

 

-382

 

-4,866

 

 

 

 

Borrowing from the public

 

-61

 

 

 

-61

 

 

 

Senior securities issued

 

-254,491

 

-5,641

 

-17,278

 

-56,549

 

-128,725

 

-46,298

 

Derivatives

 

-10,625

 

-95

 

-807

 

-2,772

 

-4,835

 

-2,116

 

Subordinated securities issued (1)

 

-2,088

 

 

 

 

 

-2,088

 

Total

 

-272,513

 

-6,118

 

-22,951

 

-59,382

 

-133,560

 

-50,502

 

 


 (1) Dated Subordinated Instrument which was issued in 2013 with the approval of the Swedish FSA (Nominal USD 250 million).

 

In addition to the financial liabilities summarized in the table above, SEK also has committed but still undisbursed loans outstanding. If a loan is accepted by the borrower it can be disbursed immediately. However, disbursements may be delayed due to a number of factors. In some cases, accepted loans may never be disbursed, including as a result of changes in the customer’s need for the funds. As of December 31, 2015 the aggregate amount of outstanding offers amounted to Skr 57 billion (year-end 2014: Skr 78 billion). Skr 48 billion (year-end 2014: Skr 75 billion) of outstanding loan offers derived from the S-system. During 2012, SEK changed its approach to providing offers. The revised method means that binding or non-binding offers are provided. Binding offers are reported as commitments. Skr 2 billion of outstanding offers consists of binding offers (year-end 2014: Skr 51 billion) and Skr 55 billion (year-end 2014:  Skr 27 billion) consists of non-binding offers. Loan offers are not included in the table below.

 

34



Table of Contents

 

Loan Commitments Not Disbursed

 

The table below presents the period in which the undisbursed loans are expected to be disbursed.

 

At December 31, 2015

 

 

 

Amount of Loans

 

Skr mn

 

Total

 

Less Than
1 month

 

1-3
months

 

3-12
months

 

1-5 years

 

After 5
years

 

Loan Commitments Not Disbursed

 

63,438

 

 

5,726

 

12,001

 

19,507

 

26,204

 

 

In addition to the instruments in the statement of financial position and committed undisbursed loans, SEK has outstanding binding offers of Skr 2.3 billion as well as additional available funds consisting of a credit facility with the Swedish National Debt Office of Skr 125 billion which can be used within the Swedish State’s export credit support system.

 

Maturity Profile of Financial Assets (Loans and Derivatives)

 

The following table sets forth the maturity analysis of loans and derivatives outstanding as of December 31, 2015.

 

At December 31, 2015

 

 

 

Cash flow due by Period

 

Skr million

 

Total
Cash flow

 

Less than
1 month

 

1-3 months

 

3-12 months

 

1-5 years

 

After 5 years

 

Loans in the form of interest-bearing securities

 

52,295

 

494

 

1,520

 

7,882

 

27,389

 

15,010

 

Loans to credit institutions

 

31,015

 

595

 

14,493

 

2,163

 

7,414

 

6,350

 

Loans to the public

 

153,099

 

3,672

 

7,410

 

23,958

 

84,285

 

33,774

 

Loans

 

236,409

 

4,761

 

23,423

 

34,003

 

119,088

 

55,134

 

Derivatives

 

15,925

 

408

 

385

 

1,426

 

6,256

 

7,450

 

Total

 

252,334

 

5,169

 

23,808

 

35,429

 

125,344

 

62,584

 

 

Borrowing

 

SEK’s volume of new borrowing in 2015 amounted to the equivalent of approximately Skr 47.0 billion (2014: Skr 52.2 billion). Borrowing markets have been negatively impacted by several macroeconomic factors. In particular, the slowdown in China, the geopolitical situation in Russia and the Middle East, the collapse of oil prices and uncertainty regarding whether the US Federal Reserve would raise interest rates, and the pace of any further increases moving forward. USD cash flows from developing countries across the globe caused market turbulence, which had a negative impact on borrowing markets.  SEK’s repurchase of own debt amounted to Skr 10.0 billion (2014: Skr 8.1 billion) and early redemption of borrowing totaled Skr 31.0 billion (2014: Skr 17.8 billion). The borrowing market has generally been highly liquid over the year. SEK’s borrowing over the course of the year took place in a total of 12 different currencies across a number of different geographic markets. Japan and North America were the largest borrowing markets in 2015, but SEK also undertook significant new borrowing in Europe outside the Nordic countries.

 

35



Table of Contents

 

Senior and Subordinated debt

 

The table below shows SEK´s senior and subordinated debt as of December 31, 2015.

 

 

 

As of December 31,

 

Skr mn

 

2015

 

2014

 

Senior debt

 

233,556

 

282,192

 

Subordinated debt

 

2,088

 

1,945

 

Total debt

 

235,644

 

284,137

 

of which reported at fair value

 

58,926

 

82,262

 

 

As of December 31, 2015, this debt consisted of bonds sold publicly or in private placements in various countries around the world pursuant to a number of different debt issuance programs. SEK has not undertaken any large, syndicated issuances to satisfy its liquidity needs since the borrowing needs have been met with bonds that are structured to meet the specific investment needs of individual investors or small groups of investors.  Currently, SEK has the following borrowing programs in place:

 

As of December 31, 2015

 

Funding programs in millions

 

Issued
Currency

 

Value outstanding in
issued currency mn(1)

 

Value outstanding in (Skr)(1)

 

Medium-term note programs:

 

 

 

 

 

 

 

Unlimited Euro Medium-Term Note Programme

 

USD

 

14,037

 

117,239

 

Unlimited SEC-registered U.S. Medium-Term Note Program

 

USD

 

11,888

 

99,295

 

Unlimited Swedish Medium-Term Note Program

 

SKR

 

247

 

247

 

Skr 8,000,000,000 Swedish Medium-Term Note Program

 

SKR

 

105

 

105

 

Unlimited MTN/STN AUD Debt Issuance Programme

 

AUD

 

303

 

1,842

 

Commercial paper programs:

 

 

 

 

 

 

 

USD 3,000,000,000 U.S. Commercial Paper Program

 

USD

 

400

 

3,340

 

USD 4,000,000,000 Euro-Commercial Paper Program

 

USD

 

150

 

1,251

 

 


(1) Amortized cost excluding fair value adjustments

 

Debt Maturities

 

The following table illustrates our debt maturity profile for different types of senior and subordinated debt.

 

Repayments are assumed to occur on the maturity date and reflect nominal amounts.

 

Debt Maturities:

 

Skr million

 

2016

 

2017

 

2018

 

2019

 

2020

 

Thereafter

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior debt

 

61,870

 

58,144

 

32,672

 

17,102

 

22,074

 

41,694

 

233,556

 

of which fixed-rate

 

29,096

 

27,225

 

30,726

 

12,694

 

13,249

 

10,910

 

123,900

 

of which variable-rate

 

12,663

 

25,522

 

0

 

1,187

 

0

 

908

 

40,280

 

of which formula-based

 

20,111

 

5,397

 

1,946

 

3,221

 

8,825

 

29,876

 

69,376

 

 

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

Subordinated debt

 

0

 

0

 

0

 

0

 

0

 

2,088

 

2,088

 

of which fixed rate

 

0

 

0

 

0

 

0

 

0

 

2,088

 

2,088

 

of which variable rate

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

Total debt

 

61,870

 

58,144

 

32,672

 

17,102

 

22,074

 

43,782

 

235,644

 

 

36



Table of Contents

 

The following table illustrates our outstanding senior debt by category as of December 31, 2015.

 

Senior Debt by Category:

 

 

 

As of December 31,

 

Skr million

 

2015

 

2014

 

Fixed-rate(1)

 

123,900

 

166,699

 

Variable-rate (1)

 

40,280

 

39,360

 

Formula-based (1)

 

69,376

 

76,133

 

of which interest rate-linked

 

32,406

 

29,238

 

of which currency-linked

 

20,733

 

30,682

 

of which equity-linked

 

16,072

 

15,326

 

of which commodity-linked

 

141

 

797

 

of which credit-linked

 

24

 

90

 

Total senior debt

 

233,556

 

282,192

 

 


(1) As of December 31, 2015 the interest rate ranges for fixed-rate senior debt and variable-rate senior debt were 0 percent to 9 percent (2014: 0 percent to 17 percent) per annum and 0 percent to 1 percent (2014: 0 percent to 1 percent) per annum, respectively. The wide range of interest rates reflects the fact that the debt is issued in many different currencies and with different maturities. Due to the exceptionally low general interest levels in 2015 SEK has also experienced negative variable interest rates on its borrowing especially that denominated in Swiss Franc and Japanese Yen.

 

SEK’s economic hedges are expected to be effective in offsetting changes in fair values attributable to hedged risks. Certain assets and liabilities in such hedges require complex judgments regarding the most appropriate valuation models and assumptions. The gross values of certain assets and liabilities (primarily derivative and senior securities issued by SEK), which effectively hedge each other, are affected by this complexity. If different valuation models or assumptions were employed instead of those used in the valuations in this report, or if assumptions were changed, this could produce different results regarding the gross value of such securities issued and hedging derivatives. Changes in the fair value of derivatives will usually be offset by changes in fair value of securities issued, and the connected change in the fair value will thus not have a material effect on either results or equity except the impact on valuation of credit spreads on SEK’s own debt and basis spreads.

 

The outstanding volume of debt with remaining maturities of one year or less decreased somewhat during 2015. As of December 31, 2015, outstanding debt with remaining maturities of one year or less amounted to Skr 62 billion, compared with Skr 72 billion as of December 31, 2014.

 

C           Trend Information

 

SEK’s future development is based on a number of factors, some of which are difficult to predict and generally beyond the company’s control. These factors include:

 

·   Changes in general economic business conditions including changes in the competitive situation in one or more financial markets

 

·  Changes and volatility in currency exchange-rates, interest rates and other market factors affecting the value of SEK’s assets and liabilities

 

·  Changes in government policy and regulations, as well as in political and social conditions

 

·  Natural disasters, political unrest or other events beyond our control may impact one or more financial markets or general business conditions

 

37



Table of Contents

 

For additional information on the trends affecting SEK and the risks it faces, see the discussions under “Business Volume” above and the “Risk Factors” in Item 3.

 

D           Certain Off-Balance Sheet Arrangements

 

During 2015, SEK had a credit facility with the Swedish National Debt Office of Skr 80 billion (2014: Skr 80 billion). SEK has not yet utilized the credit facility. In December 2015, the Swedish parliament decided that the credit facility for 2016 should amount to Skr 125 billion. The credit facility is only available for loans covered by the State’s export credit support (CIRR).

 

ITEM 6. DIRECTORS, SENIOR MANGEMENT AND EMPLOYEES

 

The Board of Directors of the Parent Company (the “Board of Directors”) is responsible for the management of the Parent Company.

 

The Parent Company’s Articles of Association currently provide that the Board of Directors shall consist of six to eight directors. The State, as holder of all the shares, elects the directors. The Chairman of the Board of Directors is appointed at each Annual General Meeting. The Board of Directors may appoint a Vice Chairman of the Board of Directors.

 

The Board of Directors meets at least six times a year.

 

The members of the Board of Directors are elected at each Annual General Meeting to serve for the period until the end of the next Annual General Meeting. An Annual General Meeting is required to be held not later than June 30 of each year.

 

Certain information with respect to the Parent Company’s directors and executive officers is set forth below. Unless otherwise indicated, such information is given as of the date of this report.

 

38



Table of Contents

 

A                           Members of the Board of Directors

 

Board of Directors and Executive Officers

 

Name

 

Age(1)

 

Position(1)

 

Lars Linder-Aronson

 

62

 

Chairman of the Board and Director

 

Cecilia Ardström

 

50

 

Director

 

Jan Belfrage

 

71

 

Director

 

Susanne Lithander(2)

 

54

 

Director

 

Lotta Mellström

 

45

 

Director

 

Ulla Nilsson

 

68

 

Director

 

Jan Roxendal

 

62

 

Director

 

Teppo Tauriainen

 

54

 

Director

 

Catrin Fransson

 

53

 

Chief Executive Officer

 

Karl Johan Bernerfalk

 

43

 

General Counsel

 

Theresa Hamilton Burman(3)

 

53

 

Chief Credit Officer

 

Stefan Friberg(4)

 

47

 

Chief Risk Officer

 

Johan Henningsson

 

50

 

Head of Sustainability

 

Per Jedefors(5)

 

66

 

Chief Risk Officer

 

Jane Lundgren Ericsson

 

50

 

Head of Lending

 

Sirpa Rusanen

 

51

 

Head of Human Resources

 

Susanna Rystedt

 

51

 

Chief Administrative Officer

 

Edvard Unsgaard

 

41

 

Head of Communication

 

Per Åkerlind

 

53

 

Head of Treasury & Capital Management & Executive Vice President

 

 


(1)  As of December 31, 2015

(2)  From January 20, 2015

(3)  From August 3, 2015

(4)  From May 15, 2015

(5)  Resigned April 30, 2015

 

All directors are elected at the Annual General Meeting for a term of one year, which expires at the next Annual General Meeting.

 

Mr. Linder-Aronson was appointed director in May 2011. He is the Chairman of the Board of Betson AB and director of Facility Labs AB and Morco Förvaltning AB. He has previously served as President of Enskilda Securities and Vice President of Skandinaviska Enskilda Banken.

 

Ms. Ardström was appointed director in May 2011. She currently holds the position of Chief Financial Officer and Head of Kapitalförvaltning Länsförsäkringar AB. She has served as a CIO and Head of Asset Management of Folksamgruppen. Head of Treasury of the Tele2 Group, director of Tryggstiftelsen, AP7 and for companies that are part of the Folksam Group and theTele2 group. She is also director of Humlegården Holding AB (I-III), Länsförsäkringar Fondförvaltning AB and Stiftelsen Länsbörsen.

 

Mr. Belfrage was appointed director in April 2010. He served in various executive capacities at Crédit Agricole, Citigroup Nordic Countries, Citigroup Sweden, AGA AB, and AB SKF.

 

39



Table of Contents

 

Mrs. Lithander, was appointed director in January, 2015. Mrs. Lithander is currently CFO at BillerudKorsnäs AB, having previously served as VP Finance, Projects at SCA Group, CEO at Mercuri International Group and as VP Head of Advisory Services at Ericsson, BU Global Services. Mrs. Lithander also serves as a director of Eltel AB.

 

Ms. Mellström was appointed director in May 2011. She has served as Senior Investment Manager and Special Adviser at the Swedish Ministry of Finance’s division for state-owned companies since 2001, and also serves as a director of Swedavia AB.  Previously, she worked as a management consultant at Resco AB, controller at Sydkraft Försäljning AB (now E.ON Sverige), controller and acting CFO at Adranz Sweden AB (now Bombardier Transportation), project controller at ABB Network Partners AB and management trainee at ABB AB.

 

Ms. Nilsson was appointed director in July 2011. She has served in a number of senior positions with Skandinaviska Enskilda Banken AB, including as Global Head of SEB Futures in London, Chairman of Enskilda Futures Limited in London, Head of Fixed Income Trading in Sweden, Head of Trading and Capital Markets in Singapore and Head of Treasury in Luxembourg.  Prior to joining SEB, Ms. Nilsson worked at Skånska Banken. Ms. Nilsson also serves as a director of Swedish Chamber International.

 

Mr. Roxendal was appointed director in 2007. He was then President of Gambro AB. Previously, he has served as President and Group Head of Intrum Justitia AB and as an executive vice president in the ABB Group and as Chief Executive Officer of ABB Financial Services. He is chairman of the board of mySafety Group AB, Swedish Export Credits Guarantee Board (EKN), Flexenclosure AB and Roxtra AB and a director of Catella AB.

 

Mr. Tauriainen was appointed director in October 2014. He is currently the Head of the Americas Department of the Swedish Ministry for Foreign Affairs, having previously served as the Ministry’s Head of the Department of International Trade. Mr. Tauriainen also served as the Swedish Ambassador to Singapore and Canada.

 

Executive Officers

 

Ms. Fransson has been Chief Executive Officer since April 2014. Prior to that she held several positions within Swedbank between 2000 and 2013; member of group executive committee (2004-2013), Head of Group Products (2013), Head of Retail Banking Sweden (2010-2012), Head of Customer Offerings & Products (2007-2010), Region Manager — Northern Region (2004-2007), CRM Manager (2000-2002), and several positions at Föreningssparbanken; Area Manager Stockholm (2003-2004) and various management positions (1997-2000).

 

Mr. Bernerfalk has been Executive Director, General Counsel since 2015. Previously he was Head of Legal Lending since 2007. Prior to that he served as legal counsel of SBAB and served as legal counsel (advokat) with leading Swedish law firms.

 

Ms. Hamilton Burman has been Chief Credit Officer since August 2015. Previously she held several positions within Swedbank e.g. Regional Credit Manager, Head of Cor porate Banking, Head of Credit analysis. In addition she has been a director representing Swedbank in several of its subsidiaries such as Swedbank Financial Services AB, Swedbank Card Services AB and some partly owned saving banks and the credit bureau UC AB.

 

Mr. Friberg has been Executive Director, Chief Risk Officer since May 2015. Previously he held the position as Head of Group Risk Control at SEB from 2008. Prior to that he served as Head of Credit Portfolio Management, SEB from 2006. Prior to that he held various positions in Trading within SEB and Nordea, primarily in Derivatives Trading, since 1996.

 

Mr. Henningsson has been Executive Director, Head of Sustainability since January 2015 and has served as Head of Sustainability since 2010. Previously he was a Director at SEK Financial Advisors (2006-2009). Prior to that, he served, among other professions, as Head of Corporate Sales at ABN Amro Bank Stockholm Branch and Head of Treasury Management at N&G Financial Management.

 

Mr. Jedefors has been Executive Director, Chief Risk Officer since September 2, 2011. Prior to that, he held executive positions between 2000-2011 within the European Investment Bank’s Credit department and served as Director General of the bank’s Risk Management Directorate. Prior to the positions within the European Investment Bank, Mr. Jedefors served at the World Bank in Washington D.C as Program Manager for the support of the restructuring of the South Korean financial sector between 1999 and 2000, held various executive positions at Skandinaviska Enskilda Banken (SEB) between 1981-1999 and, prior to that, as a Senior Manager within McKinsey & Company in Stockholm and Copenhagen between 1977-1981. Mr Jedefors retired from his position as CRO on April 28, 2015.

 

40



Table of Contents

 

Ms. Lundgren Ericsson has been Executive Director, Head of Lending since January 2015. Prior to that she was Deputy Chief Operating Officer (2011-2014), Executive Director since April 2005 and served as Chief Executive Officer, AB SEK Securities (2002-2014). Previously she served as SEK’s Head of Legal and Transaction Management, beginning in 1993 and held the position for 7 years.

 

Ms. Rusanen has been Executive Director, Head of Human Resources since 2005. Prior to that, she served as Human Resource Manager at Ericsson, beginning in 1997.

 

Ms. Rystedt has been Executive Director, Chief Administrative Officer since March 2009. Prior to that, she served as Head of Business Development & IT at SEB Life beginning in 2005. From 2002 to 2005, she served as Head of IT at SEB Trygg Liv, and before that she served in other capacities at SEB Trygg Liv and Enskilda Securities and as a member of the Group Staff within the SEB Group, beginning in 1990.

 

Mr. Unsgaard has been Executive Director, Head of Communications since 2015 and has served as the Head of Communications since 2012. Prior to that Mr. Unsgaard served as press secretary for the Prime Minister Mr. Fredrik Reinfeldt (2006-2010). He has also been political correspondent for the Swedish Radio Ekot (2000-2006).

 

Mr. Åkerlind has been Head of Treasury & Capital Management and Executive Vice President, since 2015. Prior to that he served as Executive Director, Chief Operating Officer since January 2011. Prior to that he was Executive Director, CFO and Head of Capital Markets since June 2002. Prior to that he served as Executive Director, Treasurer and Head of Debt Capital Markets beginning in 1997. Prior to that he served in various capacities within the Debt Capital Markets group, beginning in 1990.

 

B           Compensation of Directors and Officers

 

The aggregate remuneration of all directors and executive officers as a group paid or accrued in 2015 was Skr 23 million (2014 Skr 21 million; 2013: Skr 19 million), all of which was in the form of salaries in the case of executive officers, and in the case of directors consisted of fees. In addition, severance pay of Skr 8 million including pay roll taxes was reserved as of December 31, 2013. The employees of the Group, including its executive officers, are covered by various national social service programs to which the Group contributes. The Group also maintains a pension plan with an insurance company to which the Group contributed approximately Skr 6 million in 2015 (2014: Skr 6 million; 2013: Skr 6 million) on behalf of all executive officers as a group.

 

In 2015, the Chairman of the Board of Directors received Skr 0.6 million (2014: Skr 0.6 million; 2013: Skr 0.5 million; and each other director received between Skr 0.0 million and Skr 0.3 million (2014: Skr 0.0 million and Skr 0.3 million; 2013: between Skr 0.0 million and Skr 0.2 million) in remuneration. Since April 29, 2010, remuneration is not paid from the company to the representatives on the Board who are employed by the owner, the Swedish State.

 

The CEO’s  Catrin Fransson remuneration and other benefits in 2015 totaled Skr 4.5 million (2014: Skr 3.2 million; 2013: Skr - million). The CEO did not receive any variable compensation. The CEO’s retirement age is 65.

 

The prior Chief Executive Officer’s Peter Yngwe left his position as of April 28, 2014 at the time of SEK´s Annual General Meeting in accordance with the Board of Director’s decision. Peter Yngwe received a severance pay in accordance with state guidelines for senior executives, corresponding to 18 months´ salary. Severance pay will be paid monthly and a deduction is made in the event of other income. The full cost, including payroll taxes, was expensed during 2013 and the provision amounted to Skr 8.4 million.

 

Remuneration to other executive officers of the Parent Company in 2015 totaled Skr 16.5 million (2014: Skr 14.5 million; 2013: Skr 13.6 million); of which Skr - million (2014: Skr — million; 2013: Skr - million) represented variable remuneration. Certain key executive officers of the Parent Company (including those listed above) have employment contracts providing for certain compensation during a period of, at the most, 18 months’ salary, in the event such contracts are terminated by the Parent Company, subject to deduction for any salary received in new employment. None of the directors have contracts with SEK providing for benefits upon termination of service.

 

41



Table of Contents

 

See also Note 5 to the Consolidated Financial Statements.

 

C           Board Practices

 

Activities and Division of Responsibility within the Board of Directors

 

The Board of Directors establishes rules of procedure every year. The rules of procedure govern such matters as reporting to the Board of Directors, the frequency and form of Board meetings, and delegation and assessment of the work of the Board of Directors and the CEO. Besides the appointment of the CEO, the tasks of the Board of Directors are to draw up business plans and budgets, to make decisions on objectives and guidelines for the business, to make certain lending- and borrowing-related decisions, approve major investments and significant changes to the company organization, and to establish central policies and instructions. In addition to this, the Board monitors financial developments and has ultimate responsibility for internal control, compliance and risk management.

 

In addition, the Board is responsible for a well thought-out and firmly established policy and strategy for dealing with respect for the environment, social responsibility, human rights, corruption and equal opportunities and diversity.

 

The Chairman of the Board leads the work of the Board of Directors and is responsible for ensuring that the other members of the Board are provided with the necessary information.

 

When required, the Chairman of the Board participates in important meetings and represents the company in ownership matters. The tasks of the Chairman of the Board of Directors conform to applicable legislation and the rules of procedure of the Board of Directors. The Board performs an annual assessment of the performance by the Board itself and by the management. Auditors are invited to participate at meetings of the Board at least once a year. The auditors appointed by the annual general meeting have attended several of the Board’s meetings. The General Counsel has acted as secretary to the Board of Directors.

 

The Board has established a credit committee (the body that deals with credit-related matters), a finance and risk committee (the body that deals with other financial matters besides those relating to credits as well as risk issues), an audit committee (the body that deals with the company’s financial reporting, internal control, etc.) and a remuneration committee (the body that deals with certain remuneration matters). Besides the Board committees and the work for which the Chairman is responsible, work is not divided within the Board of Directors.

 

Appointing the Board of Directors and Auditors

 

The nomination procedure for Board members complies with the government’s owner policy and is conducted and coordinated by the Division for Corporate Governance and Analysis at the Swedish Ministry of Enterprise and Innovation. A working group analyzes the skills requirements based on the composition of the Board as well as the operations, status and future challenges of the company. Any recruitment needs are then established and the recruitment process initiated. The selection of Board members is derived from a broad recruitment base. SEK carries out a suitability assessment of Board members and senior executives pursuant to the regulatory framework issued by the European Banking Authority (EBA). The assessment of potential new Board members is based on the owner having identified the candidate in question according to a job specification. The owner is informed of the outcome following the assessment. When the procedure is complete, the nominations are disclosed publicly in accordance with the provisions of the Code.

 

In April 2015, Ernst & Young AB were appointed as external auditors, with Erik Åström as principally responsible auditor, by the Annual General Meeting for a period of one year.

 

42



Table of Contents

 

Review of Board Activities

 

The Board is responsible for the organization and the administration of SEK’s affairs. The Board must continually assess SEK’s financial position and ensure that SEK is structured in such a way that its accounting, management of funds and SEK’s other financial circumstances are governed by satisfactory controls. The Board adopts the operating targets and strategies for the operations and issues general internal regulations in policies and instructions. The Board ensures that an efficient system is in place to monitor and control SEK’s operations. In addition, the Board is tasked with appointing, and dismissing if necessary, the CEO and Chief Risk Officer and deciding on remuneration of these individuals and other members of executive management. The Board’s work following the rules of procedure adopted every year at the statutory Board meeting and the Board’s annual plan. The Board of Directors met on 15 occasions in 2015. The CEO attends all Board meetings except those addressing matters in which there is a conflict of interest, such as when evaluating the CEO’s work.

 

Policy documents

 

Issued by

The Board’s rules of Procedure

 

The Board of Directors

Authorization and Delegation Rules

 

The Board of Directors

Financial Reporting Instruction

 

The Board of Directors

Code of Conduct

 

The Board of Directors

Sustainable Business Policy

 

The Board of Directors

Policy on Combating Money Laundering and Terrorist Financing

 

The Board of Directors

Internal Governance and Control Policy

 

The Board of Directors

Risk Policy

 

The Board of Directors

Finance Policy

 

The Board of Directors

Credit Policy

 

The Board of Directors

Instruction for the CEO

 

The Board of Directors

Instruction for the Chief Risk Officer, CRO

 

The Board of Directors

Instruction for the Internal Audit function

 

The Board of Directors

Instruction for the Compliance function

 

The Board of Directors

Credit Instruction

 

The Credit Committee

Internal Risk Classification Methodology

 

The Credit Committee

Financing Strategy

 

The Finance and Risk Committee

Liquidity Strategy

 

The Finance and Risk Committee

 

43



Table of Contents

 

IN 2015 THE BOARD OF DIRECTORS DETERMINED OR DEALT WITH MATTERS

AS FOLLOWS:

 

Board work in 2015

 

 

 

 

 

 

 

January

 

February

 

March

 

April

 

 

 

 

 

 

 

·

 

·         Year-end report annual report

·         Annual reports from Internal audit and regulatory compliance

·         Review of 2014 Board evaluation

·         Review of SEK’s management of market risks.

 

·         Decision on divesting securitization portfolio

·         Internal capital adequacy assessment

·         Project decisions

·         Notice of Annual General Meeting

·         Appointment of new Chief Risk Officer

 

·         Statutory Board meeting

·         Interim report

·         Payment from Incentive system

·         Decision on salary and benefits for CEO and senior executives

·         Decision on extending existing leases

 

 

 

 

 

 

 

May

 

June

 

July

 

August

 

 

 

 

 

 

 

·         Strategy meeting

·         Decision on divesting Singapore office

·         Decisions on IT investments

 

 

 

·         Interim report

·         Financing of JAS Gripen

 

 

 

 

 

 

 

 

 

September

 

October

 

November

 

December

 

 

 

 

 

 

 

·         Adoption of training plan for the Board

·         Project decisions

 

·         Interim report

·         Decisions on recovery plan

·         Review of outcome of employee survey

 

·         Visit to customers in Gothenburg

·         Issue of several new and revised governing documents

 

·         Business plan

·         Notice of Extraordinary General Meeting on January 21, 2016 to decide the new capital target

 

QUALITY ASSURANCE OF FINANCIAL REPORTING

 

The Board of Directors is responsible for ensuring that the company’s financial statements are prepared in accordance with legislation, applicable accounting standards and other requirements. The quality of the financial reporting is ensured, among other things, initially by the Audit Committee and then by the Board of Directors reading and submitting points of view for proposals on interim reports and annual reports prior to decisions by the Board. Board meetings address matters of material importance to financial reporting and, prior to each meeting, reports on financial performance are submitted to the Board following a standardized format. The Board and the company’s auditors communicate in a number of ways. At Board meetings that addressed the company’s financial reporting, the auditors participated in connection with the presentation of financial reports. The Board also receives summary audit reports. Each year, the Audit Committee reviews the audit plan and the result of the audit.

 

EVALUATION OF THE WORK OF THE BOARD OF DIRECTORS AND THE SENIOR EXECUTIVES

 

Ongoing assessments are conducted over the course of the fiscal year through dialogue between the Chairman and other members of the Board. In addition, a separate assessment of the Board and senior executive’s work is carried out once a year under the leadership of the Chairman. In 2015, this assessment was also carried out with external assistance, and the results of the assessment were reported to the Board and, by the Board’s Chairman, to the owner.. An evaluation is also performed by the owner in conjunction with the nomination of Board members.

 

THE BOARD COMMITTEES

 

The Board established the following committees. The Board’s rules of procedure include establishing annual instructions for all of its committees. The minutes from each committee are reported at Board meetings by the respective committee’s chairman. The members of each committee and their attendance at committee meetings are set out below.

 

CREDIT COMMITTEE

 

The Board established a Credit Committee to ensure the Board’s involvement in decision-making regarding credit risks. The Committee prepares matters relating to credits and credit decisions that are of fundamental or otherwise significant importance to the company, and also makes decisions regarding credits in accordance with the delegation rules determined by the Board. At the request of the Board, the Committee has issued a credit instruction under which decision-making powers regarding certain credits have been delegated to the company’s Credit Committee. The members of the Credit Committee since the statutory Board meeting on April 28, 2015 are: Jan Belfrage (Chairman), Ulla Nilsson, Jan Roxendal and Teppo Tauriainen.

 

44



Table of Contents

 

FINANCE AND RISK COMMITTEE

 

The Board has established a separate Finance and Risk Committee to ensure that the company can identify, measure, manage, report internally and have control over the risks to which it is or can be expected to be exposed. The Committee’s duties include preparing matters on behalf of the Board regarding general policies, strategies and risk appetite in all risk and capital-related issues, as well as regarding overall issues concerning the company’s financial operations. The Committee has the power to set limits for such risk and capital-related matters that the Board delegates to the Committee to determine, and to establish measurement methods and limits concerning market and liquidity risk, in addition to models for valuing financial instruments. The members of the Finance and Risk Committee since the statutory Board meeting on April 28, 2015 are: Cecilia Ardström (Chairman), Lars Linder-Aronson and Ulla Nilsson.

 

REMUNERATION COMMITTEE

 

The Remuneration Committee prepares matters relating to employment terms and conditions, salaries, pensions and other benefits for the CEO and the management, and general issues relating to salaries, pensions and other benefits. The Board of Directors has established a remuneration policy. The Remuneration Committee also formulates proposals on salaries for other individuals in management positions for whom the Board determines the terms of remuneration. Furthermore, the Committee evaluates compliance with the Annual General Meeting’s resolutions on remuneration and prepares matters regarding the employee incentive scheme. The members of the Remuneration Committee since the statutory Board meeting on April 28, 2015 are: Lars Linder-Aronson (Chairman), Susanne Lithander and Lotta Mellström.

 

AUDIT COMMITTEE

 

The Board has established an Audit Committee to address the Board’s quality assurance of the company’s financial reporting. The Committee’s duties include preparation of the Board’s work to assure the quality of the company’s financial reporting, staying informed about internal control compliance and regularly meeting the company’s auditor to keep informed about the focus and scope of the audit, as well as to discuss coordination between the external and the internal audits and the view of the company’s risks. The Committee formulates comprehensive instructions for the company’s auditing work. The members of the Audit Committee since the statutory Board meeting on April 28, 2015 are: Jan Roxendal (Chairman), Susanne Lithander and Lotta Mellström. Attendance frequency at meetings of the Board of Directors and its Committees in 2015.

 

 

 

Total

 

Board of
Directors

 

Remuneration
Committee

 

Finance
and Risk
committee

 

Credit
committee

 

Audit
Committee

 

No. of meetings

 

53

 

15

 

8

 

9

 

14

 

7

 

Lars Linder-Aronson

 

36

 

15

 

8

 

9

 

4

(1)

 

 

Cecilia Ardström

 

26

 

15

 

 

 

9

 

 

 

2

(2)

Jan Belfrage

 

27

 

14

 

 

 

 

 

13

 

 

 

Susanne Lithander

 

16

 

9

 

5

 

 

 

 

 

2

(3)

Lotta Mellström

 

30

 

15

 

8

 

 

 

 

 

7

 

Ulla Nilsson

 

35

 

12

 

 

 

9

 

14

 

 

 

Jan Roxendal

 

36

 

14

 

 

 

4

(4)

11

 

7

 

Teppo Tauriainen

 

25

 

14

 

 

 

 

 

11

 

 

 

 


(1)   Pertains to part of the year. Lars Linder-Aronson stepped down from the Credit Committee on April 28, 2015.

(2)   Pertains to part of the year. Cecilia Ardström stepped down from the Audit Committeeon April 28, 2015.

(3)   Pertains to part of the year. Susanne Lithander was elected a member of the Audit Committee on April 28, 2015.

(4)   Pertains to part of the year. Jan Roxendal was elected a member of the Credit Committee and stepped down from the Finance and Risk Committee on April 28, 2015.

 

45



Table of Contents

 

D                              Employee Relations

 

During the course of 2015, the number of employees averaged 251 (2014: 243; 2013: 243), of whom 115 (2014: 111, 2013:112) were female and 136 (2014: 132; 2013: 131) were male. The total number of employees at year-end was 263 (year-end 2014: 241). The total number of employees is small in relation to the volume of lending because the number of lending transactions is relatively small and the administration and documentation of loans are in many cases handled by the banks participating in the transactions. The Group has not experienced any strikes or labor disputes and considers its employee relations to be strong.

 

Members of the Board of Directors, the CEO, and other executive officers have no share ownership in the Parent Company or Subsidiaries and no options have been granted to them with respect to the Parent Company’s shares. There are no arrangements for involving the employees in the capital of the Parent Company, including any arrangement that involves the issue or grant of options or shares or securities of the Parent Company.

 

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

A                              Major Shareholders

 

The total amount of shares is now 3,990,000. Since June 30, 2003, the Swedish State has been the sole (100%) owner of SEK. The State owns all of the shares.

 

The following table sets forth the share ownership of the Parent Company:

 

Shareholder

 

 

 

Ownership %

 

Number of shares

 

Kingdom of Sweden

 

Appr.

 

100.00

 

3,990,000

 

 

Ownership and governance

 

SEK is owned by the Swedish State. The State exerts its influence at the Parent Company’s general meetings and through representation on the Board of Directors.

 

The governance of SEK is divided between the shareholder, the Board of Directors and the CEO, in accordance with the Swedish Companies Act, the Articles of Association, and the Board of Directors’ procedural rules. The Board of Directors appoints the CEO, who conducts ongoing management in accordance with the Board of Directors’ guidelines and instructions.

 

The State as shareholder has decided that State-owned companies should observe the Swedish Corporate Governance Code.

 

46



Table of Contents

 

B                              Transactions with related parties

 

SEK defines related parties for the Consolidated Group as:

 

· the shareholder, i.e. the Swedish State

· companies and organizations that are controlled through a common owner, the Swedish State

· key management personnel

· other related parties

 

The Swedish State owns 100 percent of the Parent Company’s share capital. By means of direct guarantees extended by the Swedish National Debt Office, and the Swedish Export Credits Guarantee Board, EKN, 36 percent of the Group’s outstanding loans as of December 31, 2015, were guaranteed by the State (year-end 2014: 39 percent). SEK administers, for compensation, the State’s export credit support system, and the State’s concessionary credit program (together referred to as the “S-system”). See Note 1(d) and Note 27 to the Consolidated Financial Statements.

 

In order to further enhance the ability of SEK to promote the Swedish export industry, on February 5, 2009, the government decided to provide SEK with access to a credit facility during 2009 amounting to Skr 100 billion via the Swedish National Debt Office, an action that was approved by the parliament . In 2010, the parliament authorized the government to sell government guarantees to SEK on market terms, for new borrowing during 2010 of up to Skr 250 billion. This was a prolongation of the decision made in 2009, in order to further enhance the ability of SEK to promote the Swedish export industry.  In January 2011 and 2012, both the credit facility and the ability to purchase state guarantees were extended on the same terms for 2011 and 2012, respectively. In December 2012, the government decided to further extend the ability to purchase state guarantees and the credit facility during 2013 up to a maximum amount of Skr 100 billion. Of the total amount agreed for 2013 Skr 80 billion was intended for state supported loans (CIRR) and Skr 20 billion for commercial export financing.

 

In December 2013, the Swedish Parliament decided that the credit facility for 2014 would amount to Skr 80 billion and only be available for loans covered by the State’s export credit support (CIRR). The Swedish Parliament also reauthorized the government to enable SEK to purchase state guarantees on commercial terms for new borrowing of up to Skr 250 billion. In December 2014 the credit facility was prolonged on the same terms for 2015. The Swedish parliament also decided not to prolong the government’s previous authority to enable SEK to purchase state guarantees on commercial terms for new borrowing of up to Skr 250 billion. In December 2015 the credit facility were extended for 2016, though the facility amount has changed to Skr 125 billion. SEK has never utilized the credit facility or its previous ability to purchase state guarantees.

 

SEK enters into transactions in the ordinary course of business with entities that are partially or wholly owned or controlled by the State. SEK also extends export credits (in the form of direct or pass-through loans) to entities related to the State. Transactions with such parties are conducted on the same terms (including as to interest rates and repayment schedules) as transactions with unrelated parties.

 

Key management personnel include the following persons:

 

· The Board of Directors

· The Chief Executive Officer

· Other members in the Executive Committee

 

For information about remuneration and other benefits to key management personnel, see Note 5 to the Consolidated Financial Statements.

 

Other related parties include close family members of key management personnel as well as companies which are controlled by key management personnel or controlled by close family members to key management personnel.

 

See also Note 27 to the Consolidated Financial Statements for further details on related-party transactions.

 

47



Table of Contents

 

ITEM 8. FINANCIAL INFORMATION

 

A                              Consolidated Financial Statements and Other Financial Statements

 

See Item 18, “Financial Statements”.

 

Legal Proceedings

 

There is no material pending or, to the Group’s knowledge, threatened, legal or governmental proceedings to which the Group is or would be a party or to which any of its property is or would be subject.

 

Dividend Policy

 

The Board of Directors resolved on February 23, 2016, to propose at the Annual General Meeting to be held on April 26, 2016 that a dividend in the aggregate amount of Skr 356 million (or Skr 89,22 per share) be paid to the sole shareholder, the Swedish State, in relation to financial year 2015.

 

The Annual General Meeting held on April 28, 2015 decided that a dividend in the aggregate amount of Skr 378 million (or Skr 94.74 per share) was to be paid to the sole shareholder, the Swedish State, in relation to financial year 2014.

 

The Annual General Meeting held on April 28, 2014 decided that a dividend in the aggregate amount of Skr 327 million (or Skr 81.96 per share) was to be paid to the sole shareholder, the Swedish State, in relation to financial year 2013.

 

 

 

Inrelation to respective years

 

Skr mn

 

2015

 

2014

 

2013

 

Dividend

 

356

 

378

 

327

 

 

For additional details regarding equity, see the Consolidated Statement of Equity.

 

B                              Significant Changes

 

Except as otherwise disclosed in this report, there has been no significant change in our financial position since December 31, 2015.

 

ITEM 9. THE OFFER AND LISTING

 

A                              Nature of Trading Market

 

The Parent Company’s shares, all of which are owned by the State, are not listed on any exchange in Sweden or outside Sweden.

 

All issues of the SEK’s U.S. Medium-Term Notes listed on securities exchanges in the United States are set forth on the cover of this Report. Certain global issues of such notes are listed on European exchanges. In particular, the

 

5.125% Global Notes due March 1, 2017, is listed on the London Stock Exchange, while SEK’s

0.625% Global Notes due May 31, 2016,

2.125% Global Notes due July 13, 2016,

Floating Rate Global Notes due January 23, 2017,

1.750% Global Notes due May 30, 2017,

Floating Rate Global Notes due June 12, 2017

 

48



Table of Contents

 

Floating Rate Global Notes due September 28, 2017

Floating Rate Global Notes due November 10, 2017

1.125% Global Notes due April 5, 2018,

Floating Rate Global Notes due January 14, 2019

1.875% Global Notes due June 17, 2019,

1.875% Global Notes due June 23, 2020 and

1.750% Global Notes due August 28, 2020,

are listed on the Official List of the Irish Stock Exchange.

Other issues of SEK’s Medium Term Notes are traded in the over-the-counter market.

 

ITEM 10. ADDITIONAL INFORMATION

 

A                              The Share Capital

 

The share capital of the Parent Company shall be not less than Skr 1,500 million and not more than Skr 6,000 million. No shareholder is obliged to make additional capital contributions to the Parent Company solely as a result of it being a shareholder.

 

Shareholders’ rights may only be changed by a majority (and in certain cases a qualified majority) of the shares represented at a general meeting of the shareholders. However, all resolutions passed at a general meeting of the shareholders are subject to mandatory provisions of Swedish law (for practical purposes, primarily the Swedish Companies Act). In particular, there are rules protecting minority shareholders and there is a general principle that all shares and shareholders shall be treated equally.

 

Annual General Meeting

 

The Annual General Meeting is held once a year within six months after the end of the preceding fiscal year. Notices convening an Annual General Meeting or any other general meeting called to resolve upon any amendment of the Articles of Association, shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notices convening a general meeting, in cases other than those set forth in the preceding sentence, shall be issued not earlier than six weeks and not later than three weeks prior to the meeting. Each person entitled to vote at an Annual General Meeting shall have the right to vote all the shares owned and represented by him. There are no restrictions on the rights of non-Swedish nationals to own shares or vote their shares at the Annual General Meeting.

 

Swedish law provides that, in matters other than elections, resolutions are passed by a simple majority of the votes cast, except that (among other exceptions):

 

·                           A resolution to amend the Articles of Association (except as described in the following paragraphs) requires a majority of at least two-thirds of the votes cast as well as at least two-thirds of the shares represented at the meeting;

 

·                           A resolution to amend the Articles of Association that reduces any existing shareholder’s rights to profits or other assets, restricts the transferability of issued shares or alters the legal relationship between issued shares, normally requires the unanimous approval of the shareholders present or represented at the meeting and representing at least nine-tenths of all shares issued; and

 

·                           A resolution to amend the Articles of Association for the purpose of limiting the number of shares which a shareholder may vote at an annual general meeting normally requires the approval of shareholders representing at least two-thirds of the votes cast and at least nine-tenths of the shares represented at the meeting.

 

In elections, the person receiving the most votes is deemed to have been elected.

 

49



Table of Contents

 

B                              Memorandum and Articles of Association

 

Set forth below is a brief summary of certain significant provisions of the Parent Company’s Articles of Association and Swedish law. This description does not purport to be complete and is qualified by reference to the Articles of Association, which are incorporated by reference, as an exhibit to this annual report.

 

Registration

 

The Parent Company’s registry number with the Swedish Company Registry (Sw. Bolagsregistret) of the Swedish Companies Registration Office (Sw. Bolagsverket) is 556084-0315.

 

Purpose

 

Under Article 3 of the Articles of Association, the Parent Company’s objective is to engage, on commercial grounds, in Swedish and international financing activities in accordance with the Banking and Financing Business Act (2004:297) in order to promote activities of Swedish interest, directly or indirectly related to Swedish export industry including Swedish infrastructure, and further to otherwise strengthen the internationalization and competitiveness of the Swedish industry. The Parent Company’s financing activities include, but are not limited to: (i) borrowing funds, for example by accepting deposits from the general public or issuing bonds or other comparable debt instruments, (ii) granting and intermediating loans, for example in the form of loans secured by charges over real property or claims, (iii) issuing guarantees and assuming similar obligations, (iv) holding of and conduct trading in securities, and (v) to engage in securities operations in accordance with the Swedish Securities Market Act (2007:528).

 

Certain Powers of Directors

 

Under the Swedish Companies Act (2005:551), the Board of Directors is ultimately responsible for the Parent Company’s organization and the management of its affairs.

 

A resolution of the Board of Directors requires the approval of a majority of the members of the Board. However, the Board of Directors may delegate the authority to borrow and lend funds on behalf of the Parent Company to the CEO or another employee, acting singly or jointly, provided that such financing transaction does not contravene any fundamental policy of the Parent Company and is not otherwise of great significance to the Parent Company. There are no legal requirements applicable to any member of the Board of Directors requiring the ownership of shares in the Parent Company, or requiring retirement at a certain age.

 

Although the Articles of Association do not address voting by directors on matters in which they are interested, under the Swedish Companies Act, a director may not take part in the Board of Directors’ deliberations with respect to any of the following:

 

1.               Agreements between such director and the Parent Company;

 

2.               Agreements between the Parent Company and third parties, where such director has a material interest in the matter that may conflict with the interests of the Parent Company; or

 

3.               Agreements between the Parent Company and a legal entity that such director himself, or together with someone else, may represent.

 

Under the Swedish Companies Act, the Parent Company may not lend funds to shareholders or directors.

 

Under Swedish law, the CEO and at least half of the B oard of Directors must be resident in a European Economic Area country unless exempted by the Swedish Companies Registration Office. Under Swedish law, a director’s term of office may not be more than four years, but the Parent Company’s Articles of Association require one-year terms. A director may, however, serve any number of consecutive terms. Directors elected at a general meeting of the shareholders may be removed from office at another general meeting of the shareholders, and vacancies on the Board, except when filled by a deputy director, may only be filled by a resolution of shareholders. Each year, if not otherwise stipulated in the Parent Company’s Articles of Association, one director is elected Chairman of the Board of Directors by resolution of the Board of Directors (unless elected by the shareholders) at the first meeting following his or her appointment.

 

50



Table of Contents

 

C                                        Material Contracts

 

The Parent Company is a party to certain material contracts, as defined in the Instructions to Item 10c of Form 20-F.  Such contracts are either filed with this annual report or incorporated by reference herein. Please see Item 19 herein.

 

D                              Exchange Controls and Other Limitations Affecting Security Holders

 

There are currently no Swedish exchange control laws or laws restricting the import or export of capital. No approvals are necessary under Swedish law to enable the Group at the times and in the manner provided in the Group’s debt securities and the indentures or other instruments pursuant to which such securities have been issued, to acquire and transfer out of Sweden all the amounts necessary to pay in full the principal of and/or interest on such securities, and any additional amounts payable with respect thereto, and no external approval would be required for any prepayment of such securities.

 

Under Swedish law and the Parent Company’s Articles of Association, there are no limitations on the right of non-resident or foreign owners to hold debt securities issued by the Parent Company.

 

E                              Swedish Taxation

 

The following summary outlines certain Swedish tax consequences relating to holders of SEK’s debt securities that are not considered to be Swedish residents for Swedish tax purposes, if not otherwise stated. The summary is based on the laws of the Kingdom of Sweden as currently in effect and is intended to provide general information only. The summary does not address inter alia situations where debt securities are held in an investment savings account ( Sw. investeringssparkonto ), the tax consequences in connection with any impairment of the debt securities, or the rules regarding reporting obligations for, among others, payers of interest. Investors should consult their professional tax advisors regarding the Swedish tax and other tax consequences (including the applicability and effect of tax treaties for the avoidance of double taxation) of acquiring, owning and disposing of debt securities in their particular circumstances.

 

Holders not tax resident in Sweden

 

Payments of any principal amount or any amount that is considered to be interest for Swedish tax purposes to the holder of any debt security should not be subject to Swedish income tax, provided that such a holder (i) is not resident in Sweden for Swedish tax purposes (ii) does not have a permanent establishment in Sweden to which the debt securities are effectively connected.

 

However, broadly speaking, provided that the value of or the return on the debt securities relates to securities taxed as shares, private individuals who have been residents of Sweden for tax purposes due to a habitual abode in Sweden or a stay in Sweden for six consecutive months at any time during the calendar year of disposal or redemption or the ten calendar years preceding the year of disposal or redemption are liable for capital gains taxation in Sweden upon disposal or redemption of such debt securities. In a number of cases though, the applicability of this rule is limited by the applicable tax treaty for the avoidance of double taxation.

 

Swedish withholding tax, or Swedish tax deduction, is not imposed on payments of any principal amount or any amount that is considered to be interest for Swedish tax purposes, except for certain payments of interest (and other returns on debt securities) to a private individual (or an estate of a deceased individual) who is resident in Sweden for Swedish tax purposes (see “Holders tax resident in Sweden” below).

 

51



Table of Contents

 

Holders tax resident in Sweden

 

In general, for Swedish corporations and private individuals (and estates of deceased individuals) with residence in Sweden for Swedish tax purposes, all capital income (for example income that is considered to be interest for Swedish tax purposes and capital gains on debt securities) will be taxable. Specific tax consequences may be applicable to certain categories of corporations, for example life insurance companies. Moreover, specific tax consequences may be applicable if, and to the extent that, a holder of debt securities realizes a capital loss on the debt securities and to any currency exchange gains or losses.

 

If amounts that are deemed as interest for Swedish tax purposes are paid by Euroclear Sweden AB or by another legal entity domiciled in Sweden, including a Swedish branch of a non-Swedish corporation, to a private individual (or an estate of a deceased individual) with residence in Sweden for Swedish tax purposes, Swedish preliminary taxes are normally withheld by Euroclear Sweden AB or the legal entity on such payments. Swedish preliminary taxes should normally also be withheld on other returns on debt securities (but not capital gains), if the return is paid out together with such a payment of interest referred to above.

 

F                                         Documents on Display

 

The Parent Company files reports and other information with the SEC. For a fee, members of the public may request copies of these documents by writing to the SEC. Such documents may also be read and copied at the SEC’s public reference room in Washington, D.C.:

 

100 F Street, N. E.

Washington, D.C. 20549

 

Please call the SEC at 1-800-SEC-0330 for further information on its public reference rooms, including those in New York and Chicago. The Parent Company’s filings are also available on the SEC’s website at http://www.sec.gov.

 

G                             Supplemental Statistical Measure

 

In its Swedish corporate reports and in certain presentations to financial analysts, SEK discloses a supplemental statistical measure of its business performance, which we refer to in such reports and presentations as operating profit excluding net results of financial transactions , and which we refer to herein as “operating profit excluding net results of financial transactions”.  This is not an IFRS financial measure, although it is calculated from our consolidated operating profit as calculated under IFRS.  The supplemental statistical measure operating profit excluding net results of financial transactions is replacing the earlier used operating profit excluding unrealized changes in fair value. The management believes the new supplemental statistical measure is easier to understand for a user of our financial reports as it can be derived directly from the Consolidated Statement of Comprehensive Income, but more importantly it is a better indicator of the performance of SEK’s business in the long run as it also excludes realized gains or losses on financial assets and financial liabilities that are of a more occasional nature.

 

SEK’s management considers — and SEK believes that its sole shareholder, the Swedish State, considers — operating profit excluding net results of financial transactions to be a useful supplemental measure in evaluating the performance of SEK’s business over the long term, because it excludes net results of financial transactions that arises from changes in the fair value of financial assets, financial liabilities and related derivatives, regardless of the gains or losses are realized or unrealized.

 

Because operating profit excluding net results of financial transactions ignores such changes in fair value (which may significantly affect SEK’s performance as measured pursuant to IFRS), this relatively stable statistical measure is also used by SEK for internal performance reporting (in respect of business portfolios and individual managers), and for budgeting and forecasting purposes. Operating profit excluding net results of financial transactions is used as a key measure for internal earnings budgeting, because market volatility affects our IFRS operating profit significantly but affects our operating profit excluding net results of financial transactions only marginally. Operating profit excluding net results of financial transactions is the primary basis for calculating the amount of variable remuneration payable under the Group’s employee incentive scheme to all permanent employees with the exception of the CEO, other senior executives and employees working in risk- and compliance functions.

 

52



Table of Contents

 

While strongly cautioning that operating profit excluding net results of financial transactions should not be considered in isolation as a measure of SEK’s profitability and is not a substitute for the most directly comparable IFRS measure (which is operating profit), SEK believes that it is important to disclose its operating profit excluding net results of financial transactions in its reports filed with the SEC so as to communicate equivalent information to all of the Group’s investors worldwide, and so as to make investors aware of our management’s use of a non-IFRS measure in the steering and planning of our business.  Please note, however, that SEK’s management generally considers the Group’s operating profit calculated in accordance with IFRS, alongside its operating profit excluding net results of financial transactions, in making important business decisions.

 

2015 compared to 2014.

 

Operating profit excluding net results of financial transactions amounted to Skr 1,135 million in the year ended December 31, 2015, an increase of 1 percent as compared to the year ended December 31, 2014 (when operating profit excluding net results of financial transactions in fair value amounted to Skr 1,123 million).

 

2014 compared to 2013.

 

Operating profit excluding net results of financial transactions amounted to Skr 1,123 million in the year ended December 31, 2014, an increase of 12 percent as compared to the year ended December 31, 2013 (when operating profit excluding net results of financial transactions in fair value amounted to Skr 1,000 million). Compared to the previous year, the increase in operating profit excluding net results of financial transactions was mainly attributable to reversals of previous reserves for credit losses.

 

Operating profit excluding net results of financial transactions

 

 

 

For the year ended December 31,

 

Skr mn

 

2015

 

2014

 

2013

 

Operating profit

 

1,535

 

1,629

 

1,408

 

 

 

 

 

 

 

 

 

Net results of financial transactions

 

400

 

506

 

408

 

 

 

 

 

 

 

 

 

Operating profit excluding net results of financial transactions

 

1,135

 

1,123

 

1,000

 

 

Changes in the fair values of financial assets available-for-sale and loans and receivables as well as other financial liabilities have been accounted for through profit and loss when such assets are subject to fair value hedge accounting in terms of changes in fair value related to the hedged risk. See Note 12 to the Consolidated Financial Statements for information on the portion of those assets or liabilities that are subject to fair value hedge accounting.

 

Operating profit excluding net results of financial transactions represents operating profit, calculated in accordance with IFRS, less changes in the fair values of financial assets, changes in the fair values of financial liabilities and related derivatives, as well as realized gains or losses that may arises if SEK repurchases own debt or if loan are prematurely dissolved and the related hedging instruments are closed. The main reason why we exclude changes in the fair values of derivatives related to our financial assets and liabilities in presenting operating profit excluding net results of financial transactions is because we believe it is useful to present a measure that values derivatives used for hedging purposes and the items that they are used to hedge on the same basis. As can be expected for any company engaged in international trade financing, SEK is an extensive user of derivatives, which we use only for the purpose of hedging financial risk (and not for trading or speculative purposes). Under IFRS, a derivative is always required to be carried at fair value on a company’s balance sheet while the underlying asset or liability that the derivative serves to hedge is, for one reason or another, required to be carried at amortized cost. There are practical reasons why hedge accounting or the fair-value option may be difficult to apply to the underlying asset or liability, which gives rise to the mixed measurement of derivatives and such underlying assets or liabilities. Therefore, we believe that operating profit excluding net results of financial transactions is a useful alternative statistical measure, in part because it helps us understand our business results under a consistent valuation methodology for derivatives and the underlying assets and liabilities they hedge.

 

53



Table of Contents

 

The reason why we exclude the changes in the fair values of our financial assets in calculating our operating profit excluding unrealized changes in fair value is that we have the ability and absolute intention to hold them to maturity, and thus believe it is useful to present a supplemental statistical measure that does not “mark-to-market” such assets. The reason why we exclude the changes in the fair values of financial liabilities from operating profit excluding net results of financial transactions is that we believe it is useful to present a measure that does not include adjustments in the value of such liabilities related to our own credit spread (under IFRS, a credit deterioration at SEK may produce an unrealized gain).

 

Operating profit excluding net results of financial transactions is a non-IFRS statistical measure and should not be relied upon for any purpose by investors or considered to constitute a substitute or replacement for any IFRS financial measure, including our operating profit.

 

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

 

All information about Quantitative and Qualitative Disclosures about Market Risks are included in Note 28 to the Consolidated Financial Statements.

 

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

Not applicable.

 

54



Table of Contents

 

PART II

 

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

None.

 

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

None.

 

55



Table of Contents

 

ITEM 15. CONTROLS AND PROCEDURES

 

A                              Disclosure Controls and Procedures

 

Management, including our Chief Executive Officer, Head of Treasury and Capital Management & Executive Vice President and Chief Administrative Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2015. The Group’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports the Parent Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to the Parent Company’s management, including the Chief Executive Officer, Head of Treasury and Capital Management & Executive Vice President, Chief Administrative Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, management, including the Chief Executive Officer, Head of Treasury and Capital Management & Executive Vice Presidentand, Chief Administrative Officer concluded that the Group’s internal control over financial reporting described in Management’s Report on Internal Control over Financial Reporting below, and the Group’s disclosure controls and procedures were effective as of December 31, 2015.

 

B                              Management’s Report on Internal Control over Financial Reporting

 

Management, including our Chief Executive Officer, Head of Treasury and Capital Management & Executive Vice President and Chief Administrative Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with IFRS.

 

Internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Group; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with IFRS; (iii) provide reasonable assurance that receipts and expenditures are being made only in accordance with the authorization of management and directors of the Group; and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Group’s assets that could have a material effect on the financial statements.

 

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

 

Management, including, Chief Executive Officer, Head of Treasury and Capital Management & Executive Vice President and Chief Administrative Officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2015, based on criteria set forth in “Internal Control - Integrated Framework” issued in 2013 by the Committee of Sponsoring Organizations of the Tread way Commission, and using the information contained in the Interpretive Release No.33-8810, “Commission Guidance Regarding Management’s Report on Internal Control over Financial Reporting”, issued by the Securities and Exchange Commission. Management concluded that, as of December 31, 2015, our internal control over financial reporting was effective based on these criteria.

 

C                              Changes in Internal Control over Financial Reporting

 

There have been no changes in the Group’s internal control over financial reporting that occurred during the year ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

56



Table of Contents

 

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

 

The Audit Committee of the Parent Company’s Board of Directors was established in January 2008. This committee, whose members are Jan Roxendal (Chairman), Susanne Lithander and Lotta Mellström, has a mandate to, among other things, supervise the Group’s financial reporting and review the work of its independent auditors. While the members of the Audit Committee have varying degrees of financial and accounting experience, the committee has not concluded that any of its members is an “audit committee financial expert” within the meaning of the regulations adopted under the Sarbanes-Oxley Act of 2002.

 

The Parent Company has not found it necessary to designate an audit committee financial expert because the Group is under the supervision of Finansinspektionen (the Swedish FSA). Accordingly, SEK believes that there is the opportunity for meaningful independent review of its financial statements by qualified experts (at the Swedish FSA), in addition to the independent review performed by the Parent Company’s external auditor.

 

ITEM 16B. CODE OF ETHICS

 

The Group has in place ethical guidelines that apply to all employees including all executive officers. The guidelines are consistent with, and also in some respects more restrictive than, applicable Swedish regulations. The ethical guidelines are designed to deter wrongdoing and promote:

 

·                   honest and ethical conduct, including the ethical handling of actual and apparent conflicts of interest between personal and professional relationships; and

·                   compliance with applicable governmental laws, rules and regulations.

 

Although these ethical guidelines do not meet the definition of “code of ethics” in the regulations adopted pursuant to the Sarbanes-Oxley Act of 2002, primarily because they do not specifically address matters relating to the Parent Company’s disclosure in reports and documents filed with the SEC and in other public communications, the Parent Company believes that its ethical guidelines are sufficient to regulate the conduct of SEK’s executive officers, including its principal executive officer, its principal financial officer and its principal accounting officer. The guidelines have also been specifically designed to comply with relevant Swedish regulations and guidelines (including the Swedish Governance Code), which is why SEK has not attempted to alter them to comply with the Sarbanes-Oxley Act of 2002.

 

The Code of ethics is available on our website, www.sek.se.

 

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The following table sets forth, for the years ending December 31, 2015 and 2014, the fees billed from the Parent Company’s independent auditors, Ernst & Young for 2015 and 2014.

 

Skr mn

 

2015

 

2014

 

Ernst & Young

 

 

 

 

 

 

 

 

 

 

 

Audit fee(1)

 

11

 

12

 

Audit related fee(2)

 

0

 

0

 

Tax related fee(3)

 

0

 

0

 

Total

 

11

 

12

 

 

57



Table of Contents

 


(1) Fees related to audit of annual financial statements, reviews of interim financial statements, attestation services that are provided in connection with statutory, regulatory and stock exchange filings or engagements and services provided in connection with issuances of debt.

(2) Fees charged for assurance and related services that are related to the performance of audit or review of the financial statements.

(3) Fees for professional services rendered by the principal independent auditors for tax compliance and tax advice.

 

In the financial statements remuneration to auditors is mainly included in Other administrative expenses.

 

See also Item 16G herein for information about corporate governance as it relates to the external auditors of the Parent Company.

 

ITEM 16D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

 

Prior to 2008, the Board of Directors as a whole comprised the Parent Company’s audit committee for purposes of Rule 10A-3 under the Securities Exchange Act of 1934. In January 2008, the Board of Directors established a separate Audit Committee; which currently has three directors as members. See Item 6 “Directors, Senior Management and Employees — Board Practices — Committees — Audit Committee.” Each of the members of the Board of Directors, and thus the Audit Committee, is a representative or designee of the Swedish State. As its sole shareholder, the Swedish State is an affiliate of the Parent Company. However, no member of the Board of Directors is an Executive Officer of the Parent Company. Thus, although no member of the Board of Directors or the Audit Committee satisfies the non-affiliate requirement of the independence standard for audit committee members described in Rule 10A-3 (b) (1) (ii) (B) under the Securities Exchange Act of 1934, the Parent Company relies, as to each member of the Board of Directors and the Audit Committee, on the exemption from this requirement for foreign governmental representatives described in Rule 10A-3(b) (1) (iv) (E). The Parent Company does not believe that its reliance on the above exemption materially adversely affected the ability of the Audit Committee to act independently and to satisfy its duties.

 

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

 

None.

 

ITEM 16F.  CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

 

Not applicable.

 

ITEM 16G. CORPORATE GOVERNANCE

 

As a result of the listing of certain of its debt securities on NYSE ARCA, SEK is subject to Rule 10A-3 under the Exchange Act. Rule 10A-3, with which SEK complies fully, sets out certain requirements with respect to the independence of audit committee members and with respect to audit committees’ duties, powers and responsibilities. Rule 10A-3 contains certain exemptions for foreign issuers, however, and SEK avails itself of certain of these exemptions. In particular: (i) as noted in Item 16D above, it relies on Section (b)(1)(iv)(E) of the Rule (applicable to audit committee members that are representatives or designees of a foreign government, which all of SEK’s audit committee members are) to satisfy the independence requirement set forth in Section (b)(1)(ii)(B) of the Rule; and (ii) it relies on the “Instructions” accompanying the Rule, which provide that, to the extent that a foreign issuer’s home-country legal requirements conflict with the prescriptions of the Rule concerning the duties, powers or responsibilities of audit committees (i.e., due to the assignment of such duties, powers or responsibilities to another corporate body under local law), it is sufficient to allocate to the audit committee advisory powers, or powers and/or responsibilities concerning the making of proposals to the relevant decision-making body. Regarding the foregoing, Section (b) (2) of the Rule states that an issuer’s audit committee should be directly responsible for the appointment, compensation, retention and oversight of external auditors.  Under Swedish law, these powers are reserved to the Parent Company’s shareholder. Thus, the charter for SEK’s audit committee gives the committee an advisory role (to the shareholder) with respect to the aforesaid (but does not make the committee directly responsible).

 

58



Table of Contents

 

PART III

 

ITEM 17. FINANCIAL STATEMENTS

 

Not applicable.

 

ITEM 18. FINANCIAL STATEMENTS

 

The Group’s Consolidated Financial Statements prepared in accordance with Item 18 of Form 20-F begin on page F-1 of this annual report.

 

Consolidated Financial Statements

 

Report of Independent Registered Public Accounting Firm

F-1

Consolidated Statement of Comprehensive Income

F-2

Consolidated Statement of Financial Position

F-3

Consolidated Statement of Changes in Equity

F-4

Consolidated Statement of Cash Flows

F-5

Notes to the Consolidated Financial Statements

F-6

 

59



Table of Contents

 

ITEM 19. EXHIBITS

 

1.1              Articles of Association of the Registrant in effect as of the date of this annual report (filed as Exhibit 1.1 to the Company’s Annual Report on 20-F (No. 001-08382) for the year ended December 31, 2014 and incorporated herein by reference).

 

2.1              Indenture, dated as of August 15, 1991, between the Company and J.P. Morgan Trust Company, National Association (as successor in interest to the First National Bank of Chicago) as Trustee, providing for the issuance of debt securities, in one or more series, by the Company (filed as Exhibit 4(a) to the Company’s Report of Foreign Issuer on Form 6-K (No. 001-08382) dated September 30, 1991 and incorporated herein by reference).

 

2.2              First Supplemental Indenture dated as of June 2, 2004 between the Company and J.P. Morgan Trust Company, National Association (filed as Exhibit 4(b) to the Company’s Registration Statement on Form F-3 (No. 333-131369) dated January 30, 2006 and incorporated herein by reference).

 

2.3              Second Supplemental Indenture, dated as of January 30, 2006, between the Company and J.P. Morgan Trust Company, National Association (filed as Exhibit 4(c) to the Company’s Registration Statement on Form F-3 (No. 333-131369) dated January 30, 2006 and incorporated herein by reference).

 

2.4              Third Supplemental Indenture, dated as of October 23, 2008, relating to the Debt Securities (filed as Exhibit 4 to the Company’s Report of Foreign Issuer on Form 6-K dated October 23, 2008 (No. 001-08382) and incorporated herein by reference).

 

2.5              Fiscal Agency Agreement dated March 27, 2015 relating to an unlimited aggregate principal amount of debt securities authorized to be issued under the Company’s Program for the Continuous Issuance of Debt Instruments (filed herewith).

 

2.6              Deed of Covenant dated April 4, 2014 relating to an unlimited aggregate principal amount of securities of SEK authorized to be issued under the Company’s Program for the Continuous Issuance of Debt Instruments (filed as Exhibit 2.6 to the Company’s Annual Report on 20-F (No. 001-08382) for the year ended December 31, 2014, and incorporated herein by reference).

 

2.7              Fourth Supplemental Indenture, dated as of March 8, 2010, relating to the Debt Securities (filed as Exhibit 4(f) to the Company’s Post-Effective Amendment (No. 333-156118) to the Company’s Registration Statement on Form F-3, filed by the Company on March 10, 2010 and filed as Exhibit 2.8 to the Company’s Annual Report on Form 20-F (No. 001-08382) for the year ended December 31, 2009, filed by the Company on March 31, 2010 and incorporated herein by reference).

 

2.8              English-language summary of the Terms and Conditions dated 22 February 2012 relating to an unlimited principal amount of debt securities authorized to be issued under the Company´s Swedish MTN Programme (filed as Exhibit 2.9 to the Company’s Annual Report on Form 20-F (No.001-08382) for the year ended December 31, 2011, filed by the Company on March 19, 2012 and incorporated herein by reference).

 

2.9              ASX Austraclear Registry and IPA Services Agreement dated 14 October 2009 relating to an unlimited principal amount of debt securities authorized to be issued under the Company´s Australian Dollar Debt Issue Programme (filed as Exhibit 2.10 to the Company’s Annual Report on Form 20-F (No. 001-08382) for the year ended December 31, 2009, filed by the Company on March 31, 2010 and incorporated herein by reference).

 

2.10       Second Note Deed Poll dated 19 March, 2014 relating to an unlimited principal amount of debt securities authorized to be issued under the Company´s Australian Dollar Debt Issue Program (filed as Exhibit 2.11 to the Company’s Annual Report on Form 20-F (No. 001-08382) for the year ended December 31, 2009, filed by the Company on March 31, 2010 and incorporated herein by reference).

 

60



Table of Contents

 

7.1              Statement of Calculation of Ratios of Earnings to Fixed Charges (filed herewith).

 

8.1              List of Subsidiaries (filed herewith).

 

12.1       Certifications pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith).

 

13.1       Certifications pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

14.1       Consent of Independent Registered Public Accounting Firm (filed herewith).

 

Pursuant to Instruction 2(b) (i) in the “Instructions as to Exhibits” in Form 20-F, various instruments defining the rights of holders of long-term debt securities issued by the Company are not being filed herewith because such debt securities are not registered with the Commission and the total amount of debt securities authorized under each such instrument does not exceed 10% of the total assets of the Company. The Company hereby agrees to furnish a copy of any such instrument to the Commission upon request.

 

61



Table of Contents

 

AB SVENSK EXPORTKREDIT (Swedish Export Credit Corporation)

 

Report of Independent Registered Public Accounting Firm

 

AB SVENSK EXPORTKREDIT (Swedish Export Credit Corporation)

 

To the Board of Directors and shareholder of

AB Svensk Exportkredit:

 

We have audited the accompanying consolidated statements of financial position of AB Svensk Exportkredit (Swedish Export Credit Corporation) (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, of changes in equity and cash flows for each of the three years in the period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal controls over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of AB Svensk Exportkredit at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

 

Ernst & Young AB

 

 

Stockholm, Sweden

February 26, 2016

 

F- 1



Table of Contents

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

Skr mn

 

Note

 

2015

 

2014

 

2013

 

Interest revenues

 

 

 

2,835

 

3,774

 

4,158

 

Interest expenses

 

 

 

-1,173

 

-2,196

 

-2,603

 

Net interest revenues

 

2

 

1,662

 

1,578

 

1,555

 

Net fee and commission expense

 

3

 

-6

 

-6

 

-5

 

Net results of financial transactions

 

4

 

400

 

506

 

408

 

Total operating income

 

 

 

2,056

 

2,078

 

1,958

 

Personnel expenses

 

5

 

-295

 

-313

 

-290

 

Other administrative expenses

 

6

 

-164

 

-166

 

-185

 

Depreciation and impairment of non-financial assets

 

7

 

-98

 

-43

 

-36

 

Total operating expenses

 

 

 

-557

 

-522

 

-511

 

Operating profit before net credit losses

 

 

 

1,499

 

1,556

 

1,447

 

Net credit losses

 

9

 

36

 

73

 

-39

 

Operating profit

 

 

 

1,535

 

1,629

 

1,408

 

Tax expenses

 

10

 

-348

 

-369

 

-318

 

Net profit (1)

 

 

 

1,187

 

1,260

 

1,090

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income related to:

 

 

 

 

 

 

 

 

 

Items to be reclassified to profit or loss

 

 

 

 

 

 

 

 

 

Available-for-sale securities (2)

 

 

 

-8

 

26

 

4

 

Derivatives in cash-flow hedges (2)

 

 

 

-217

 

316

 

-407

 

Tax on items to be reclassified to profit or loss

 

10

 

49

 

-75

 

89

 

Net items to be reclassified to profit or loss

 

 

 

-176

 

267

 

-314

 

Items not to be reclassified to profit or loss

 

 

 

 

 

 

 

 

 

Revaluation of defined benefit plans

 

 

 

49

 

-43

 

60

 

Tax on items not to be reclassified to profit or loss

 

10

 

-11

 

10

 

-13

 

Net items not to be reclassified to profit or loss

 

 

 

38

 

-33

 

47

 

Total other comprehensive income

 

 

 

-138

 

234

 

-267

 

Total comprehensive income (1)

 

 

 

1,049

 

1,494

 

823

 

 

Skr

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share(3)

 

 

 

297

 

316

 

273

 

 


(1)The entire profit is attributable to the shareholder of the Parent Company.

(2)See the Consolidated Statement of changes in equity.

(3)The average number of shares in 2015 amounts to 3,990,000 (2014: 3,990,000, 2013: 3,990,000)

 

The accompanying notes are an integral part of these statements.

 

F- 2



Table of Contents

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

Skr mn

 

Note

 

December 31, 2015

 

Decenber 31, 2014

 

Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

11,12

 

2,258

 

7,099

 

Treasuries/government bonds

 

11,12

 

2,006

 

3,458

 

Other interest-bearing securities except loans

 

11,12

 

40,831

 

66,398

 

Loans in the form of interest-bearing securities

 

11,12

 

48,107

 

53,140

 

Loans to credit institutions

 

9,11,12

 

29,776

 

25,510

 

Loans to the public

 

8,9,11,12

 

140,806

 

149,240

 

Derivatives

 

14

 

12,672

 

16,017

 

Property, plant, equipment and intangible assets

 

7

 

129

 

161

 

Other assets

 

16

 

1,854

 

2,053

 

Prepaid expenses and accrued revenues

 

17

 

1,972

 

2,090

 

Total assets

 

 

 

280,411

 

325,166

 

 

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

 

Borrowing from credit institutions

 

12,18

 

5,283

 

8,290

 

Borrowing from the public

 

12,18

 

61

 

63

 

Senior securities issued

 

12,18

 

228,212

 

273,839

 

Derivatives

 

14

 

23,631

 

18,886

 

Other liabilities

 

19

 

1,637

 

3,054

 

Accrued expenses and prepaid revenues

 

20

 

1,912

 

2,014

 

Deferred tax liabilities

 

10

 

720

 

821

 

Provisions

 

5,21

 

39

 

97

 

Subordinated securities issued

 

12,22

 

2,088

 

1,945

 

Total liabilities

 

 

 

263,583

 

309,009

 

 

 

 

 

 

 

 

 

Share capital

 

 

 

3,990

 

3,990

 

Reserves

 

 

 

227

 

403

 

Retained earnings

 

 

 

12,611

 

11,764

 

Total equity

 

23

 

16,828

 

16,157

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

 

 

280,411

 

325,166

 

 

 

 

 

 

 

 

 

Collateral provided etc.

 

 

 

 

 

 

 

Cash collateral under the security agreements for derivative contracts

 

 

 

13,592

 

9,668

 

Interest-bearing securities:

 

 

 

 

 

 

 

Subject to lending

 

 

 

 

113

 

 

 

 

 

 

 

 

 

Contingent assets and liabilities

 

 

 

 

 

 

 

Guarantee commitments, credits

 

 

 

5

 

8

 

Guarantee commitments, other

 

 

 

4,076

 

4,287

 

 

 

 

 

 

 

 

 

Commitments

 

 

 

 

 

 

 

Committed undisbursed loans

 

 

 

63,438

 

16,028

 

Other commitments

 

 

 

 

 

Binding offers

 

 

 

2,273

 

50,896

 

 

F- 3



Table of Contents

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

 

 

 

 

 

Reserves

 

 

 

Skr mn

 

Equity

 

Share capital

 

Hedge
reserve

 

Fair value
reserve

 

Retained earnings

 

Opening balance of equity 2013

 

14,380

 

3,990

 

469

 

-19

 

9,940

 

Net profit for the year

 

1,090

 

 

 

 

 

 

 

1,090

 

Other comprehensive income related to:

 

 

 

 

 

 

 

 

 

 

 

Items to be reclassified to profit or loss

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities

 

4

 

 

 

 

 

4

 

 

 

Derivatives in cash flow hedges

 

-127

 

 

 

-127

 

 

 

 

 

Reclassified to profit or loss

 

-279

 

 

 

-279

 

 

 

 

 

Tax on items to be reclassified to profit or loss

 

88

 

 

 

89

 

-1

 

 

 

Items not to be reclassified to profit or loss

 

 

 

 

 

 

 

 

 

 

 

Revaluation of defined benefit plans

 

60

 

 

 

 

 

 

 

60

 

Tax on items not to be reclassified to profit or loss

 

-13

 

 

 

 

 

 

 

-13

 

Total other comprehensive income

 

-267

 

 

 

-317

 

3

 

47

 

Total comprehensive income

 

823

 

 

 

-317

 

3

 

1,137

 

Dividend

 

-213

 

 

 

 

 

 

 

-213

 

Closing balance of equity 2013(1)

 

14,990

 

3,990

 

152

 

-16

 

10,864

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit for the year

 

1,260

 

 

 

 

 

 

 

1,260

 

Other comprehensive income related to:

 

 

 

 

 

 

 

 

 

 

 

Items to be reclassified to profit or loss

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities

 

26

 

 

 

 

 

26

 

 

 

Derivatives in cash flow hedges

 

611

 

 

 

611

 

 

 

 

 

Reclassified to profit or loss

 

-295

 

 

 

-295

 

 

 

 

 

Tax on items to be reclassified to profit or loss

 

-75

 

 

 

-70

 

-5

 

 

 

Items not to be reclassified to profit or loss

 

 

 

 

 

 

 

 

 

 

 

Revaluation of defined benefit plans

 

-43

 

 

 

 

 

 

 

-43

 

Tax on items not to be reclassified to profit or loss

 

10

 

 

 

 

 

 

 

10

 

Total other comprehensive income

 

234

 

 

 

246

 

21

 

-33

 

Total comprehensive income

 

1,494

 

 

 

246

 

21

 

1,227

 

Dividend

 

-327

 

 

 

 

 

 

 

-327

 

Closing balance of equity 2014(1),(2)

 

16,157

 

3,990

 

398

 

5

 

11,764

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit for the year

 

1,187

 

 

 

 

 

 

 

1,187

 

Other comprehensive income related to:

 

 

 

 

 

 

 

 

 

 

 

Items to be reclassified to profit or loss

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities

 

-8

 

 

 

 

 

-8

 

 

 

Derivatives in cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

Reclassified to profit or loss

 

-217

 

 

 

-217

 

 

 

 

 

Tax on items to be reclassified to profit or loss

 

49

 

 

 

47

 

2

 

 

 

Items not to be reclassified to profit or loss

 

 

 

 

 

 

 

 

 

 

 

Revaluation of defined benefit plans

 

49

 

 

 

 

 

 

 

49

 

Tax on items not to be reclassified to profit or loss

 

-11

 

 

 

 

 

 

 

-11

 

Total other comprehensive income

 

-138

 

 

 

-170

 

-6

 

38

 

Total comprehensive income

 

1,049

 

 

 

-170

 

-6

 

1,225

 

Dividend

 

-378

 

 

 

 

 

 

 

-378

 

Closing balance of equity 2015(1),(2)

 

16,828

 

3,990

 

228

 

-1

 

12,611

 

 


(1)   The entire equity is attributable to the shareholder of the Parent Company.

(2)   See Note 23 to the Consolidated Financial Statements.

 

F- 4



Table of Contents

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

Skr mn

 

2015

 

2014

 

Operating activities

 

 

 

 

 

Operating profit (1) 

 

1,535

 

1,629

 

Adjustments to convert operating profit to cash flow:

 

 

 

 

 

Provision for credit losses - net

 

-36

 

-89

 

Depreciation

 

98

 

43

 

Exchange rate differences

 

22

 

-5

 

Unrealized changes in fair value

 

-396

 

-57

 

Other

 

18

 

284

 

Income tax paid

 

-580

 

-308

 

Total adjustments to convert operating profit to cash flow

 

-874

 

-132

 

Disbursements of loans

 

-56,404

 

-57,495

 

Repayments of loans

 

70,777

 

65,171

 

Net change in bonds and securities held

 

28,448

 

10,576

 

Derivatives relating to loans

 

469

 

946

 

Other changes — net

 

469

 

29

 

Cash flow from operating activities

 

44,420

 

20,724

 

Investing activities

 

 

 

 

 

Capital expenditures

 

-66

 

-52

 

Cash flow from investing activities

 

-66

 

-52

 

Financing activities

 

 

 

 

 

Proceeds from issuance of short-term senior debt

 

16,312

 

12,929

 

Proceeds from issuance of long-term senior debt

 

53,043

 

52,387

 

Repayments of debt

 

-74,546

 

-67,688

 

Repurchase and early redemption of own long-term debt

 

-41,006

 

-25,833

 

Derivatives relating to debts

 

-2,540

 

6,274

 

Dividend paid

 

-378

 

-327

 

Cash flow from financing activities

 

-49,115

 

-22,258

 

Net cash flow for the year

 

-4,761

 

-1,586

 

Exchange rate differences on cash and cash equivalents

 

-80

 

348

 

Cash and cash equivalents at beginning of the period

 

7,099

 

8,337

 

Cash and cash equivalents at end of the period (2) 

 

2,258

 

7,099

 

of which cash at banks

 

294

 

373

 

of which cash equivalents

 

1,964

 

6,726

 

 


(1)  Interest payments received and expenses paid

 

Interest payments received

 

2,990

 

4,410

 

Interest expenses paid

 

1,273

 

2,609

 

 

(2)  Cash and cash equivalents include, in this context, cash at banks that can be immediately converted into cash and short-term deposits for which the time to maturity does not exceed three months from trade date. See Note 4.

 

F- 5



Table of Contents

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

All amounts are in Skr million, unless otherwise indicated.

 

Introductory Note

 

REPORTING ENTITY

 

AB Svensk Exportkredit (“SEK” or “the Parent Company”) is a company domiciled in Sweden. The address of the company’s registered office is Klarabergsviadukten 61—63, P.O. Box 194, SE-101 23 Stockholm, Sweden. The Consolidated Group as of December 31, 2015 encompasses SEK and its wholly owned subsidiary Venantius AB, including the latter’s wholly owned subsidiary VF Finans AB (“the Subsidiaries”). These are together referred to as the “Consolidated Group” or “the Group”. The wholly owned subsidiary AB SEK Securities was merged into SEK on December 5, 2014. The merger resulted in SEK acquiring the assets and assuming the liabilities of AB SEK Securities. AB SEK Securities was licensed by the Swedish Financial Supervisory Authority to conduct securities trading. Its operations have been transferred to the Parent Company and SEK, has been licensed to conduct this type of business since June 12, 2014. Venantius AB is no longer engaged in any active business.

 

BASIS OF PRESENTATION

 

(i) Statement of compliance

 

SEK has applied International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Additional standards, consistent with IFRS, are imposed by the Swedish Annual Accounts Act for Credit Institutions and Securities Companies (1995:1559) (ÅRKL), Recommendation RFR 1, Supplementary Accounting Principles for Groups, issued by the Swedish Financial Reporting Board (RFR) and the accounting regulations of the Financial Supervisory Authority (FFFS 2008:25), all of which have been complied with in preparing the consolidated financial statements, of which these notes form part. SEK also follows the Swedish Government’s general guidelines regarding external reporting in accordance with its corporate governance policy and guidelines for state-owned companies. The consolidated financial statements were approved for issuance by SEK’s Board of Directors (the Board of Directors) on February 23, 2016. The Group’s statements of comprehensive income and financial position are subject to the decision of SEK’s shareholder, at the annual general meeting to be held on April 26, 2016.

 

(ii) Basis of measurement

 

The consolidated financial statements have been prepared on a historical cost basis, except for the following;

 

·                   derivative financial instruments are measured at fair value,

·                   financial instruments at fair value through profit or loss are measured at fair value,

·                   available-for-sale financial assets are measured at fair value, and

·                   hedged items in fair-value hedges are recorded at amortized cost, adjusted for changes in fair value with regard to the hedged risks.

 

(iii) Functional and presentation currency

 

SEK has determined that the Swedish krona (Skr) is the functional currency of the Parent Company and the presentation currency of the Consolidated Group. This determination is based on several factors, the significant factors being that SEK’s equity is denominated in Swedish kronor, its performance is evaluated based on a result expressed in Swedish kronor, and that a large portion of expenses, especially personnel expenses, other expenses and its taxes, are denominated in Swedish kronor. SEK manages its foreign currency risk by hedging certain of the exposures between the Swedish kronor and other currencies.

 

(iv) Going concern

 

SEK’s Board of Directors and management have made an assessment of SEK’s ability to continue as a going concern and are satisfied that SEK has the resources to continue in business for the foreseeable future. Furthermore, the Board of Directors and management are not aware of any material uncertainties that may cast significant doubt upon SEK’s ability to continue as a going concern. Therefore, the financial statements continue to be prepared on a going-concern basis.

 

 

F- 6



Table of Contents

 

Note 1. Significant accounting policies

 

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, unless otherwise stated.

 

TABLE OF CONTENTS

 

(a)

Changes to accounting policies and presentation, and new standards and interpretations yet to be adopted

(b)

Basis of consolidation

(c)

Segment reporting

(d)

Recognition of operating income and expenses

(e)

Foreign currency transactions

(f)

Financial instruments

(g)

Tangible assets

(h)

Intangible assets

(i)

Employee benefits

(j)

Equity

(k)

Income tax

(l)

Earnings per share

(m)

Statement of Cash Flows

(n)

Critical accounting policies, assumptions and estimates

 

(a) Changes to accounting policies and presentation, and new standards and interpretations yet to be adopted

 

The accounting policies, bases of calculation and presentation are unchanged compared with the 2014 Annual Report, except for a change in segment reporting. A new assessment of the company’s operating segments under IFRS 8 was carried out based in part on the changes implemented to increase organizational efficiency and in part on changes made to operational follow-up. SEK now has one segment, lending, and therefore, no segment reporting is presented. Previously, SEK reported under two segments: corporate lending and end-customer finance. In addition to the above changes, certain amounts reported in prior periods have been reclassified to conform to the current presentation. The following amendments published by the IASB entered force January 1, 2015, but have no material impact on SEK’s financial reporting:

 

Amendments to IAS 19 — Defined Benefit Plans: Employee Contributions:

 

IFRS — Annual Improvements cycle 2010-2012.

 

IFRS — Annual Improvements cycle 2011-2013.

 

The following new standards and changes in standards and interpretations not yet adopted are considered to be relevant to SEK:

 

IFRS 9 Financial Instruments. In 2014, IASB issued IFRS 9 which is replacing IAS 39 Financial Instruments: Recognition and Measurement. The standard includes requirements for recognition, classification and measurement, impairment, derecognition and general hedge accounting. New rules on the classification and measurement of financial assets reduce the number of valuation categories and instead focus on the company’s business model with respect to how its financial assets are used and whether contractual cash flows represent only nominal amounts and interest. The rules for financial liabilities are essentially unchanged compared with IAS 39. The largest change is that fair value movements due to the company´s own credit risk in financial liabilities that have been irrevocably designated at fair value should be recognized in other comprehensive income, rather than in profit or loss. IFRS 9 also introduces a credit loss model where expected losses are taken into account. The new model takes a three-stage approach based on whether significant changes in credit risk have occurred.  The new general rules on hedge accounting allow entities to better reflect risk management activities in financial reports. SEK has begun the process of evaluating the potential effect of this standard, but has not yet determined any conclusions regarding its effects on SEK’s financial statements, capital adequacy or large exposures. At present, SEK has no intention of adopting the standard early. IFRS 9 is mandatorily effective from January 1, 2018, with early adoption permitted.

 

F- 7



Table of Contents

 

IFRS 15 Revenue from Contracts with Customers. In 2014, IASB issued IFRS 15 which establishes the principles for reporting useful information on the nature, amount, timing and uncertainty of revenue and cash flows arising from a contract with a customer. The standard introduces a five-step model with recognition and measurement requirements and new disclosure requirements. The standard is not expected to have any material impact on SEK’s financial statements, capital adequacy or large exposures. The standard is applicable from January 1, 2018.

 

IFRS 16 — Leases . In January 2016, the IASB published the new accounting standard for leases; includes changes for lessees. All leases (with the exception of short-term leases and smaller leases) are to be recognized as right-of-use assets which are subject to depreciation and with liabilities appearing in the lessee’s balance sheet, and the lease payments are recognized as repayment and interest expense. Lessor accounting remains essentially unchanged. Further disclosures are also required. SEK’s preliminary assessment is that the standard will not have any material impact on SEK’s financial statements, capital adequacy or large exposures. The standard is effective from January 1, 2019.

 

There are no other IFRS or IFRS IC interpretations, or amendments, that are not yet applicable that would be expected to have a material impact on SEK’s financial statements, capital adequacy or large exposures.

 

The Swedish Annual Accounts Act for Credit Institutions and Securities Companies (ÅRKL) and Finansinspektionen (the Swedish F S A’s) regulations and general guidelines for annual reports in credit institutions and securities companies (FFFS 2008:25). The new EU directive regarding annual accounts and consolidated accounts has been implemented in ÅRKL and FFFS 2008:25. The changes have only minor impact on the disclosures in the annual accounts and interim reports. The new legislation and the amended regulations enter force January 1, 2016.

 

(b) Basis of consolidation

 

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The consolidated financial statements have been prepared using the purchase method. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries are consistent with Group policies. Intra-group transactions and balances, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. The basis for consolidation under prudential regulations, such as the capital requirements under the Capital Requirements Regulation (CRR), does not differ from the basis for consolidation for accounting purposes. No subsidiary is an Institute under the definitions in the CRR; thus the prudential regulations do not apply to subsidiaries on an individual basis. No current or future material restrictions to prompt transfer of own funds or repayment of liabilities among the parent or its subsidiaries has been identified .

 

(c) Segment reporting

 

Segments are identified based on internal reporting to the Chief Executive Officer (CEO) who serves as the chief operating decision maker. SEK has one segment, lending, which under the company’s mission from its owner is tasked with ensuring access to financial solutions for the Swedish export industry on commercial and sustainable terms. Accordingly, no segment reporting has been prepared. Disclosures regarding the geographic breakdown and revenue per product group are presented in notes 2 and 3 to the Consolidated Financial Statements.

 

(d) Recognition of operating income and expenses

 

(i) Net interest revenue

 

Interest revenues and interest expenses related to all financial assets and liabilities, regardless of classification, are recognized in net interest income. The reporting of all interest income and interest expenses is made on a gross basis, with the exception of interest income and interest expenses related to derivative instruments, which are reported on a net basis. Interest for derivatives used to hedge borrowing, in hedge accounting or economic hedges, is presented as interest expense, regardless of whether the contracts’ net interest is positive or negative. Interest for derivatives used to hedge assets, in hedge accounting or economic hedges, is presented as interest income, regardless of whether the contracts’ net interest is positive or negative. Interest income and interest expenses are calculated and recognized based on the effective interest rate method or based on a method that results in interest income or interest expenses that are a reasonable approximation of the result that would be obtained using the effective interest method as the basis for the calculation. Charges considered as an integrated part of the effective interest rate for a financial instrument are included in the effective interest rate (usually fees received as compensation for risk). The effective interest rate is equivalent to the rate used to discount contractual future cash flows to the carrying amount of the financial asset or liability. In addition to interest revenue and interest expense, the stability fund fee and guarantee commissions that are comparable to interest are recognized in net interest revenue as an interest expense .

 

F- 8



Table of Contents

 

The state-supported system (“S-system”). SEK’s net compensation for administrating the S-system is recognized as part of interest revenues in the statement of comprehensive income. SEK administers, in return for compensation, the Swedish State’s export credit support system, and the State’s related aid credit program (together referred to as the “S-system”). Pursuant to the instruction from the State, the State reimburses SEK for all interest differentials, financing costs and net foreign exchange losses under the S-system. SEK has determined that the S-system should be considered an assignment whereby SEK acts as an agent on behalf of the Swedish State, rather than being the principal in the individual transactions. This assessment has been made based on a number of factors, such as the following: (i) although it does in form, SEK does not in substance bear the risks and benefits associated with ownership; (ii) SEK does not have discretion in establishing prices; and (iii) SEK receives compensation in the form of a fixed commission. Accordingly, interest income, interest expense and other costs settled with the State are not accounted for in SEK’s statement of comprehensive income. The State’s settlements are made on a quarterly basis. Unrealized fair value changes on derivatives related to the S-system are presented net as a claim from the State under other assets. Assets and liabilities related to the S-system are included in the statement of financial position for the Consolidated Group as SEK bears the credit risk for the lending and acts as contractor for lending and borrowing.

 

(ii) Net fee and commission expense

 

Commissions earned and commissions incurred are presented as Net fee and commission expense in the consolidated statement of comprehensive income. The gross amount of commissions earned and commissions incurred are disclosed in the notes to the financial statements. The recognition of commission income depends on the purpose for which the fee is received. Fees are either recognized as revenue when services are provided or amortized over the period of a specific business transaction. Commissions incurred are transaction-based, and are recognized in the period in which the services are received. Guarantee commissions that are comparable to interest and fees that comprise integrated components of financial instruments, and therefore included in the effective interest rate, are not recognized as commission and are instead included under net interest revenue.

 

(iii) Net result of financial transactions

 

Net results of financial transactions include realized gains and losses related to all financial instruments and unrealized gains and losses related to all financial instruments carried at fair value in the statement of financial position, except when fair-value changes are recorded in other comprehensive income. Gains and losses comprise gains and losses related to currency exchange -rate effects, interest rate changes, changes in credit spreads on SEK’s own debt, changes in basis-spreads and changes in the creditworthiness of the counterparty to the financial contract. The item also includes market value changes attributable to hedged risks in fair-value hedges and inefficiency in cash-flow hedges. Realized gains and losses from financial instruments measured at amortized cost, such as interest rate compensation received and realized gains/losses from buy-back of issued own debt, is recognized directly under “Net results of financial transactions”.

 

(e) Foreign currency transactions

 

Monetary assets and liabilities in foreign currencies have been translated into the functional currency (Swedish krona) at the exchange-rates applicable on the last day of each relevant reporting period. Revenues and costs in foreign currencies are translated into Swedish kronor at the current exchange-rate as of the respective date of accrual. Any changes in the exchange-rates between the relevant currencies and the Swedish krona relating to the period between the date of accrual and the date of settlement are reported as currency exchange-rate effects. Currency exchange-rate effects are included as one component of “Net results of financial transactions”. Currency exchange-rate effects on the nominal amounts of financial assets and liabilities measured at fair value are recognized as currency exchange-rate effects, however, the change in fair value that arises due to other components is not separated.

 

(f) Financial instruments

 

(i) Recognition and derecognition in the statement of financial position

 

The recognition of financial instruments in, and their derecognition from, the statement of financial position is based on the trade dates for securities bought, as well as for securities issued and for derivatives. All other financial instruments are recognized and derecognized in the statement of financial position on their respective settlement date. The difference between the carrying amount of a financial liability or an asset (or part of a financial liability or an asset) that is extinguished or transferred to another party and the consideration paid is recognized in the statement of total income as one component of “Net results of financial transactions”.

 

F- 9



Table of Contents

 

(ii) Measurement on initial recognition

 

When financial instruments are initially recognized, they are measured at fair value plus, in the case of a financial assets or financial liabilities not carried at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issuance of the financial asset or financial liability.

 

(iii) Offsetting

 

Financial assets and liabilities are offset and presented in the statement of financial position when the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. Refer to Note 14 to the Consolidated Financial Statements for further information about the offsetting of financial assets and financial liabilities

 

(iv) Classification of financial assets and liabilities

 

Financial assets are categorized into three categories for valuation purposes: loans and receivables, financial assets at fair value through profit or loss and available-for-sale financial assets. Financial liabilities are categorized into two categories for valuation purposes: financial liabilities at fair value through profit or loss and other financial liabilities.

 

Loans and receivables.

 

This category is used for loans and loans in the form of interest bearing securities that are not listed in an active market. Transactions in the category of loans and receivables are measured at amortized cost, using the effective interest rate method. The balance sheet items: Cash and cash equivalents, Loans to credit institutions, Loans to the public and the greater part of Loans in the form of interest bearing securities are included in this category. When one, or multiple, derivatives are used to hedge a currency and/or interest rate exposure relating to a loan or receivable, fair-value hedge accounting is applied. Furthermore, cash flow hedge accounting can be applied for certain transactions classified as loans and receivables, such as when SEK wishes to hedge against variability in the cash flow from these assets.

 

Financial assets at fair value through profit or loss. There are two main subcategories in the category of financial assets at fair value through profit or loss: financial assets designated upon initial recognition at fair value through profit or loss; and assets held-for-trading. Where two or more derivatives hedge both interest rate and credit exposures in a financial asset, such transactions may be classified irrevocably as a financial asset at fair value through profit or loss. Making such designations eliminates or significantly reduces an accounting mismatch that would otherwise arise from measuring assets or liabilities or recognizing the gains or losses on them on different bases. Derivatives are always classified as financial assets or liabilities at fair value through profit or loss, except when they are subject to hedge accounting. No assets were classified as held-for-trading other than derivatives held for economic hedging in accordance with IAS39.

 

Available-for-sale financial assets . Assets that are classified as available-for-sale securities are carried at fair value, with changes in fair value recognized in other comprehensive income. If assets are sold, changes in fair value are transferred from other comprehensive income to profit or loss.

 

Financial liabilities at fair value through profit or loss. There are two main subcategories in the category of financial liabilities at fair value through profit or loss: financial liabilities designated upon initial recognition at fair value through profit or loss; and liabilities held-for-trading. Senior securities issued by SEK containing embedded derivatives are in their entirety irrevocably classified as financial liabilities at fair value through profit or loss. Derivatives are always classified as financial assets or liabilities at fair value through profit or loss, except when they are subject to hedge accounting. No liabilities were classified as held-for-trading other than derivatives held for economic hedging in accordance with IAS39.

 

Other financial liabilities. All senior securities issued by SEK other than those classified as financial liabilities at fair value through profit or loss are classified as other financial liabilities and measured at amortized cost, using the effective interest rate method. Where one or more derivative is hedging currency, interest rate, and/or other exposures, fair-value hedge accounting is applied. Subordinated debt is classified within other financial liabilities and is subject to fair-value hedge accounting. When applying fair-value hedge accounting on subordinated debt, hedging of the subordinated debt is made for the time period corresponding to the derivative’s time to maturity when the maturities do not coincide.

 

(v) Presentation of certain financial instruments in the statement of financial position

 

The presentation of financial instruments in the statement of financial position differs in certain respects from the categorization of financial instruments made for valuation purposes. Loans in the form of interest-bearing securities comprise loans granted to customers that are contractually documented in the form of interest-bearing securities, as opposed

 

F- 10



Table of Contents

 

to bilateral loan agreements, which are classified in the statement of financial position either as loans to credit institutions or loans to the public. All other financial assets, which are not classified in the statement of financial position as loans in the form of interest-bearing securities, are classified as either cash and cash equivalents, treasuries/government bonds or other interest-bearing securities except loans.

 

(vi) Presentation of certain financial instruments

 

Derivatives. In the ordinary course of its business, SEK uses, and is a party to, different types of derivatives for the purpose of hedging or eliminating SEK’s interest-rate, currency-exchange-rate and other exposures. Derivatives are always classified as financial assets or liabilities at fair value through profit or loss, except in connection with hedge accounting. Where SEK decides to categorize a financial asset or liability at fair value through profit or loss, the purpose is always to avoid the mismatch that would otherwise arise from the fact that the changes in the value of the derivative, measured at fair value, would not match the changes in value of the underlying asset or liability, measured at amortized cost.

 

Guarantees. SEK is holder of financial guarantee contracts in connection with certain loans. Such guarantees are ordinarily accounted for as guarantees in accordance with SEK’s established accounting policy and therefore are not recorded in the statement of financial position (except for the deferred costs of related guarantee fees paid in advance for future periods). In limited situations, the relevant risk-mitigating instruments do not fulfill the requirements to be considered guarantees and are therefore recorded as derivatives and valued at fair value through profit or loss. When SEK classifies a risk-mitigating instrument as a financial guarantee, SEK always owns the specific asset whose risk the financial guarantee mitigates and the potential amount that SEK can receive from the counterparty under the guarantee represents only the actual loss incurred by SEK related to its holding. Premiums on financial guarantees are allocated over the period and recognized as an interest expense in net interest revenue.

 

Embedded derivatives . In the ordinary course of its business, SEK issues or acquires financial assets or financial liabilities that contain embedded derivatives. When financial assets or liabilities contain embedded derivatives, where the financial characteristics and risks of the instrument’s unique components are not related, the entire instrument is irrevocably classified as financial assets or financial liabilities measured at fair value through profit or loss, and thus does not separate the embedded derivatives.

 

Leasing assets. SEK, in the ordinary course of its business, acquires leases which are classified as finance leases (as opposed to operating leases). When making such a classification, all aspects of the leasing contract, including third-party guarantees, are taken into account. Financial leases are reported as receivables from the lessees in the category of loans and receivables. Any lease payment that is received from a lessee is divided into two components for the purposes of measurement; one component constituting an amortization of the loan and the other component recorded as interest revenues.

 

Committed undisbursed loans and binding offers. Committed undisbursed loans and binding offers, disclosed under the heading Commitments below the statement of financial position, are measured as the undiscounted future cash flow concerning loan disbursements related to loans committed but not yet disbursed at the period end date, as well as binding offers.

 

Repurchase agreements and securities lending. Repurchase agreements are reported as financial transactions in the statement of financial position. Securities or other assets sold subject to repurchase agreements and securities or other assets lent to other parties are reported under the heading Collateral provided below the statement of financial position. Cash received from the relevant counterparties is recognized in the statement of financial position as borrowing. Cash advanced to the counterparties is recognized in the statement of financial position under “loans to credit institutions” or “loans to the public”.

 

Reacquired debt. SEK reacquires its own debt instruments from time to time. Gains or losses that SEK realizes when reacquiring own debt instruments are accounted for in the statement of comprehensive income as one component of Net results of financial transactions.

 

(vii) Hedge accounting

 

SEK applies hedge accounting in cases where derivatives are used to create economic hedging and the hedge relationship is eligible for hedge accounting. The method used for hedge accounting is either fair-value hedge accounting or cash flow hedge accounting. In order to be able to apply hedge accounting, the hedging relationships must be highly effective in offsetting changes in fair values attributable to the hedged risks, both at inception of the hedge and on an ongoing basis. If the hedge efficiency does not fall within established boundaries, the hedge relationship is ended.

 

F- 11



Table of Contents

 

Fair-value hedge accounting. Fair-value hedge accounting is used for transactions in which one or several derivatives hedge interest rate risk that has arisen from a fixed-rate financial asset or liability. When applying fair-value hedging, the hedged item is revalued at fair value with regard to the risk being hedged. SEK defines the risk being hedged in fair-value hedge accounting as the risk of a change in fair value with regard to a chosen reference rate (referred to as interest rate risk). The hedging instrument may consist of one or several derivatives exchanging fixed interest for floating interest in the same currency (interest rate derivatives) or one or several instruments exchanging fixed interest in one currency for floating interest in another currency (interest and currency derivatives) in which case the currency risk is a part of the fair value hedge.

 

If a fair-value hedge relationship no longer fulfills the requirements for hedge accounting, the hedged item ceases to be measured at fair value with regard to the risk being hedged and is measured at amortized cost, and the previously recorded fair-value changes for the hedged item are amortized over the remaining maturity of the previously hedged item.

 

Cash flow hedge accounting . Cash flow hedge accounting is used for transactions in which one or several derivatives hedge risk for variability in the cash flows from a floating-rate financial asset or liability. When hedging cash flows, the hedged asset or liability is measured at amortized cost and changes in fair value in the hedging instrument are reported in other comprehensive income. When the hedged cash flow is reported in operating profit, the fair-value changes in the hedging instrument are reclassified from other comprehensive income to operating profit. SEK defines the risk hedged in a cash flow hedge as the risk of variability of cash flows with regard to a chosen reference rate (referred to as cash flow risk). The hedging instrument may consist of one or several derivatives exchanging floating interest for fixed interest in the same currency (interest rate derivatives) or one or several instruments exchanging floating interest in one currency for fixed interest in another currency (interest and currency derivatives).

 

If a cash flow hedge relationship no longer fulfills the requirements for hedge accounting, the hedging instrument is sold, or if the designation is revoked and accumulated gains or losses related to the hedge have been recorded in equity, such gains or losses remain in equity and are amortized through other comprehensive to profit over the remaining maturity of the previously hedged item.

 

(viii) Principles for determination of fair value of financial instruments

 

The best evidence of fair value is quoted prices in an active market.

 

Fair-value measurements are categorized using a fair-value hierarchy. The financial instruments carried at fair value in the statement of financial position have been categorized under the three levels of the fair-value hierarchy according to IFRS that reflect the significance of inputs. The categorization of these instruments is based on the lowest level input that is significant to the fair-value measurement in its entirety.

 

SEK uses the following hierarchy for determining and disclosing the fair value of financial instruments, based on valuation techniques:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;

Level 2: valuation models for which all inputs with a significant effect on the recorded fair value are observable, either directly or indirectly; and

Level 3: techniques that use inputs with a significant effect on the recorded fair value that are not based on observable market data.

 

SEK recognizes transfers between levels of the fair value hierarchy in the beginning of the reporting period in which the change has occurred.

 

For all classes of financial instruments (assets and liabilities), fair value is established by using internally established valuation models, externally established valuation models and quotations furnished by external parties. If the market for a financial instrument is not active, fair value is established by using a valuation technique. The objective of using a valuation technique is to establish what the transaction price would have been at the measurement date in an arm’s length exchange based on normal business terms and conditions. Valuation techniques include using recent arm’s length market transactions between knowledgeable, willing parties, if available, reference to the current fair value of another instrument that is substantially the same, discounted cash flow analysis and option pricing models. Periodically, the valuation techniques are calibrated and tested for validity using prices from observable current market transactions in the same instruments or based on any available observable market data.

 

In calculating fair value, SEK seeks to use observable market quotes (market data) to best reflect the market’s view on prices. These market quotes are used, directly or indirectly, in quantitative models for the calculation of fair value.

 

F- 12



Table of Contents

 

Examples of the indirect use of market data are:

·                   the derivation of discount curves from observable market data, which is interpolated to calculate the non-observable data points, and

·                   quantitative models, which are used to calculate the fair value of a financial instrument, where the model is calibrated so that available market data can be used to recreate observable market prices on similar instruments.

 

In some cases, due to low liquidity in the market, there is no access to observable market data. In these cases, SEK follows market practice by basing its valuations on:

·                   historically observed market data. One example is when there are no observable market data as of that day’s date, the previous day’s market data is used in the valuation,

·                   similar observable market data. One example is if there are no observable market prices for a bond it can be valued through a credit curve based on observable prices on instruments with the same credit risk.

 

For observable market data, SEK uses third-party information based on purchased contracts (such as Reuters and Bloomberg). This type of information can be divided into two groups, with the first group consisting of directly observable prices and the second of market data calculated from the observed prices.

 

Examples from the first group are — for various currencies and maturities — currency rates, stock prices, share index levels, swap prices, future prices, basis spreads and bond prices. The discount curves that SEK uses, which are a cornerstone of valuation at fair value, are constructed from observable market data.

 

Examples from the second group are the standard forms of quotes, such as call options in the foreign exchange market quoted through volatility which is calculated so that the “Black-Scholes model” recreates observable prices. Further examples from this group are — for various currencies and maturities — currency volatility, swap volatility, cap/floor volatilities, stock volatility, dividend schedules for equity and credit default swap spreads. SEK continuously ensures the high quality of market data, and a thorough validation of market data is exercised quarterly in connection with the financial reporting.

 

For transactions that cannot be valued based on observable market data, the use of non-observable market data is necessary. Examples of non-observable market data are discount curves created using observable market data that are extrapolated to calculate non-observable interest rates, correlations between different underlying market parameters and volatilities at long maturities. Correlations that are non-observable market data are calculated from time-series of observable market data. When extrapolated market data such as interest rates are used they are calculated by setting the last observable node as a constant for longer maturities. Non-observable market data such as SEK’s own creditworthiness are assessed by recent SEK’s issuances of securities, or if no continuous flow of new transactions exist, spreads against other similar issuers, in those cases in which observable prices in the secondary market are unavailable.

 

The valuation models applied by SEK comply with accepted methods for pricing financial instruments. Fair value adjustments are applied by SEK when there are additional factors that market participants take into account and that are not captured by the valuation model. Management assesses the level of fair value adjustments to reflect counterparty risk, SEK’s own creditworthiness and non-observable parameters, where relevant.

 

New models involving significant change from the previously approved models must be authorized by the Board’s Finance and Risk Committee. In addition, all models for the valuation of financial instruments must receive annual approval from the Board’s Finance and Risk Committee. The use of a valuation model demands a validation and thereafter an approval. The validation is conducted by Risk Control to ensure an independent control. Analysis of significant non observable market data, fair value adjustments and significant changes in fair values of level-3-instruments are reviewed on quarterly basis by plausibility checks. The valuation result is analyzed and approved by persons responsible for valuation and accounting, and discussed with the Audit Committee quarterly in connection with SEK’s interim reports.

 

(ix) Determination of fair value of certain types of financial instruments

 

Derivative instruments . Derivative instruments are carried at fair value, and fair value is calculated based upon internally established valuations, external valuation models, quotations furnished by external parties or market quotations. When calculating fair value for derivative instruments, the impact on the fair value of the instrument related to credit risk (own or counterparty) is based on publicly quoted prices on credit default swaps of the counterparty or SEK, if such prices are available.

 

F- 13



Table of Contents

 

Issued debt instruments. When calculating the fair value of issued debt instruments, the effect on the fair value of SEK’s own credit risk is assessed based on internally established models founded on observations from different markets. The models used include both observable and non-observable parameters for valuation.

 

Issued debt instruments that are hybrid instruments with embedded derivatives. SEK issues debt instruments in many financial markets. A large portion of these are hybrid instruments with embedded derivatives. SEK’s policy is to hedge the risks in these instruments using derivatives in order to obtain effective economic hedges. The entire hybrid debt instruments are irrevocably classified as financial liabilities measured at fair value through profit or loss, and thus do not separate the embedded derivatives. As there are no quoted market prices for these instruments, valuation models are used to calculate fair value. The gross value of these instruments and derivatives which effectively hedge each other requires complex judgments regarding the most appropriate valuation techniques, assumptions and estimates. If different valuation models or assumption were used, or if assumptions changed, this could produce different valuation results. Excluding the impact on valuation of credit spreads on SEK’s own debt and basis spreads, such changes in fair value would generally offset each other.

 

(x) Impairment of financial assets

 

SEK monitors loans and receivables and other assets for impairment as described below. Loans and other financial assets are identified as impaired if there is objective evidence of impairment and an impairment test indicates a loss.

 

Provisions for incurred impairment losses . Provisions for incurred impairment losses, mainly in the category loans and receivables,  are recorded if and when SEK determines it is probable that the counterparty to a loan or another financial asset held by SEK, along with existing guarantees and collateral, will fail to cover SEK’s full claim. Such determinations are made for each individual loan or other financial asset. Objective evidence consists of the issuer or debtor suffering significant financial difficulties, outstanding or delayed payments or other observable facts which suggest a measurable decrease in expected future cash flow. If there is objective evidence that an impairment loss on a loan or other financial asset has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted to the relevant period end date at the financial asset’s original effective interest rate. The amount of the loss is recognized in profit or loss.

 

After an individual determination has been made, and if there is no objective evidence for impairment of an individually assessed financial asset, regardless of whether the asset is individually material or not, the company includes the asset in a group of financial assets with similar credit risk characteristics and determines, collectively, the need for the impairment of such assets based on quantitative and qualitative analyses. The need for impairment is related to loan losses that have occurred as of a period-end date but which have not yet been identified as individual loan losses.

 

Impairment of an asset is made to a reserve account which, in the consolidated statement of financial position, reduces the line item to which it relates.

 

Charge-offs are recorded when it is evident that it is highly unlikely that any remaining part of SEK’s claim on a counterparty will be reimbursed within the foreseeable future and when there exists no guarantee or collateral covering the claim. Charge-offs may also be made once bankruptcy proceedings have been concluded and a final loss can be established, taking into account the value of any assets held by the bankruptcy estate and SEK’s share of these assets.

 

Recoveries are recorded only if there is virtual certainty of collection, such as in the aftermath of a bankruptcy proceeding when the payment due to be paid to SEK has been finally determined by a court of competent jurisdiction.

 

When a loan is classified as impaired, is past due or is otherwise non-performing, the interest is accounted for in the same manner as the principal amount. Thus, the interest related to any portion of a loan that is expected to be repaid in the future is recorded in earnings, discounted at the original effective interest rate, while the interest related to any portion of a loan that is not expected to be collected in accordance with the relevant loan agreement will not be recorded in earnings.

 

Restructured loan receivables pertain to loan receivables where SEK has granted concessions to the borrower as a result of the borrower’s deteriorated financial position. Following the restructure, normally, the loan receivable is no longer considered doubtful if the obligation is being met in compliance with the new terms and conditions. Concessions granted in connection with loan restructuring are regarded as credit losses.

 

F- 14



Table of Contents

 

If and when a decline in the fair value of an available-for-sale financial asset has been recognized in other comprehensive income and there is objective evidence that the asset is impaired, the cumulative loss that has been recognized is removed from other comprehensive income and recognized in profit or loss, even though the financial asset has not been derecognized in the statement of financial position.

 

(g) Tangible assets

 

Items of property and equipment are measured at cost, less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. When parts of an item of property or equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment. Office equipment, buildings and equipment relating to the building are depreciated using the straight-line method over their estimated useful lives. Land is not depreciated. Average useful lives, depreciation methods and residual values are evaluated and reconsidered on a yearly basis. No depreciation is carried out from the time that an asset is classified as an asset held-for-sale.

 

(h) Intangible assets

 

Intangible assets comprise mainly the capitalized portion of investments in IT systems. Expenses that are directly attributable to large investments in the development of IT systems are recognized as intangible assets if they are expected to generate future economic benefits. The capitalized portion of investments in IT systems includes expenses related to the intangible asset, such as consulting fees and expenses for Group personnel who have contributed to producing the intangible asset. Each intangible asset is depreciated using the straight-line method over an estimated useful life from the date the asset is available for use. Average useful lives are evaluated and reconsidered on a yearly basis. An annual impairment test is performed on intangible assets not yet used.

 

(i) Employee benefits

 

SEK sponsors both defined benefit and defined contribution pension plans.

 

Defined contribution plans

 

A defined contribution plan is a post-employment benefit plan under which an entity (SEK, in this case) pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss at the rate at which they are accrued by employees providing services to the entity during a period. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

 

Defined benefit plans

 

Defined benefit plans are post-employment benefit plans other than defined contribution plans.

The net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefits that employees have earned in return for their service in the current and prior periods. This benefit is discounted to determine its present value and the fair value of any plan assets is deducted.

 

The cost for defined benefit plans is calculated using the “projected unit credit method”, which distributes the cost of a plan over a covered employee’s service period. The calculation is performed annually by independent actuaries. The obligations are valued at the present value of the expected future disbursements, taking into consideration assumptions such as expected future pay increases, rate of inflation, and mortality rates. The discount rate used is the equivalent of the interest rate for Swedish mortgage bonds, with a remaining term approximating that of the actual commitments. Changes in actuarial assumptionsand experience-based adjustments generate actuarial gains or losses.. These actuarial gains and losses are reported together with the difference between actual and expected return on pension assets in other comprehensive income as incurred. Service cost, gains / losses from changes in plans, and the interest net of pension assets and liabilities are recognized in profit or loss.

 

The companies of the Group participate in various public pension plans covering all employees. Sufficient information is available to allow the calculation of SEK’s share of the defined-benefit liabilities, assets and the costs for these plans. The future costs of the plans may change accordingly if the underlying assumptions of the plans change. In addition to this, there are individual pension solutions for two former employees that are being disbursed. These have been accounted for in the same way as the company’s other pension obligations.

 

F- 15



Table of Contents

 

(j) Equity

 

Equity in the Consolidated Group consists of the following items: share capital; reserves; retained earnings; and net profit. Reserves consist of the following items: reserve for fair-value changes in respect of available-for-sale securities (fair value reserve) and reserve for fair-value changes in respect of derivatives in cash-flow hedges (hedge reserve).

 

(k) Income tax

 

Income tax on the profit or loss for the year comprises current and deferred taxes. Current tax is tax expected to be payable on taxable income for the financial year. Deferred tax includes deferred tax in the untaxed reserves of the individual Group companies and deferred taxes on other taxable temporary differences. Deferred taxes on taxable temporary differences are calculated with an expected tax rate of 22.0 percent (2014: 22.0 percent 2013: 22.0 percent). Deferred taxes are calculated on all taxable temporary differences, regardless of whether a given temporary difference is recognized in the income statement or through other comprehensive income.

 

(l) Earnings per share

 

Earnings per share are calculated as net profit divided by the average number of shares. There is no dilution of shares.

 

(m) Statement of Cash Flows

 

The Statement of Cash Flows shows inflows and outflows of cash and cash equivalents during the year. SEK’s Statement of Cash Flows has been prepared in accordance with the indirect method, whereby operating profit is adjusted for effects of non-cash transactions such as depreciation and loan losses. The cash flows are classified by operating, investing and financing activities. Cash and cash equivalents include, in this context, cash at banks where amounts can be immediately converted into cash and short-term deposits where the time to maturity does not exceed three months from trade date. See Note 11 to the Consolidated Financial Statements.

 

(n) Critical accounting policies, judgments and estimates

 

When applying the Group’s accounting policies, management makes judgments and estimates that have a significant effect on the amounts recognized in the financial statements. These estimates are based on past experience and assumptions that the company believes are fair and reasonable. These estimates and the judgments behind them affect the reported amounts of assets, liabilities and off-balance sheet items, as well as income and expenses in the financial statements presented. Actual outcomes can later differ from the estimates and the assumptions made. Please see below for items for which critical estimates have been made. SEK assesses that the judgments made related to the following critical accounting policies are the most significant:

·                   The functional currency of the Parent Company,

·                   The selection of the appropriate valuation techniques when prices from active markets are not available for derivatives and other financial instruments carried at fair value,

·                   The judgment that SEK should be regarded as an agent with respect to the S-system

 

Furthermore, SEK has identified the following key sources of estimation uncertainty when applying IFRS:

·                   Provisions for probable credit losses,

·                   Estimates of fair values when quoted market prices are not available,

·                   Valuation of derivatives without observable market prices

 

The functional currency of the Parent Company

 

SEK has determined that the Swedish krona (Skr) is its functional currency under IFRS. Large portions of its assets, liabilities and related derivatives are denominated in foreign currencies. Under IFRS, both assets and liabilities are translated at closing exchange-rates and the differences between historical book values and current values are recognized as currency exchange-rate effects in the statement of comprehensive income. These differences largely offset each other, causing the net result not to be of a material amount in relation to total assets and liabilities in foreign currency. This reflects the economic substance of SEK’s policy of holding assets financed by liabilities denominated in, or hedged into, the same currency. See Note 26 to the Consolidated Financial Statements for information on SEK’s positions in foreign currency.

 

F- 16



Table of Contents

 

The selection of the appropriate valuation techniques when prices from active markets are not available for derivatives and other financial instruments carried at fair value

 

When reporting the amounts of its assets, liabilities and derivatives, as well as its revenues and expenses, assumptions and estimates must be made in assessing the fair value of financial instruments and derivatives, especially where unquoted or illiquid securities or other debt instruments are involved. SEK makes judgments regarding what the most appropriate valuation techniques are for the different financial instruments based on their categories. In all cases, the decision is based on a professional assessment pursuant to SEK’s accounting and valuation policies. If the conditions underlying these assumptions and estimates were to change, the amounts reported could be different. When financial instruments are carried at fair value, fair value is calculated through the use of market quotations, pricing models, valuations established by external parties and discounted cash flows. The majority of SEK’s financial instruments are not publicly traded, and quoted market prices are not readily available. Other pricing models or assumptions could produce different valuation results. Furthermore, the estimated fair value of a financial instrument may, under certain market conditions, differ significantly from the amount that could be realized if the security were sold immediately. See Note 13 to the Consolidated Financial Statements for disclosure of change in value of assets and liabilities if non-observable parameters are changed.

 

The judgment that SEK should be regarded as an agent with respect to the S-system

 

SEK has determined that the S-system should be considered to be an assignment where SEK acts as an agent on behalf of the Swedish State rather than being the principal in the individual transactions. This assessment has been made based on a number of factors, such as the following: (i) although it does in form, SEK does not in substance bear risks and make decisions associated with ownership; (ii) SEK does not have discretion in establishing prices; and (iii) SEK receives compensation in the form of a fixed commission. SEK has consequently presented the economic activities of the S-system on a net basis in the statement of comprehensive income, recording the net commission received, rather than the gross amounts collected, in accordance with the instruction from the State. If SEK were regarded as a principal with respect to the S-system, all revenues and expenses in the S-system would be revenues and expenses of SEK. However, the net effect on SEK’s operating profit would be unchanged. See more information regarding the S-system in Note 25 and Note 1 (d)(i) to the Consolidated Financial Statements.

 

Provisions for probable credit losses

 

Provisions for probable credit losses are made if and when SEK determines that it is probable that the obligor under a loan or another asset held by SEK, in each case together with existing guarantees and collateral, will fail to cover SEK’s full claim. If the judgment underlying this determination were to change, this could result in a material change in provisions for probable credit losses.

 

Impairment is recognized as the difference between the carrying value of a loan and the discounted value of SEK’s best estimate of future cash repayments. This estimate takes into account a number of factors related to the obligor. The actual amounts of future cash flows and the dates they are received may differ from these estimates and consequently actual losses incurred may differ from those recognized in the financial statements. If, for example, the actual amount of total future cash flow were 10 percent higher or lower than the estimate, this would affect operating profit for the financial year ended December 31, 2015 by Skr 20-30 million (2014: Skr 40—50 million) and equity by Skr 16-24 million (2014: Skr 31-39 million) at that date. A higher total future cash flow would affect operating profit and equity positively, and a lower total future cash flow would affect operating profit and equity negatively .

 

Estimates of fair value when quoted market prices are not available

 

When an asset or liability is reported at fair value, fair value must include any impact of credit spreads. When quoted market prices are not available for such instruments, certain assumptions must be made about the credit spread of either the counterparty or one’s own credit spread, depending on whether the instrument is an asset or a liability.

 

Developments on the financial markets have to some extent affected the prices at which SEK’s debt is issued. These changes, which are different in different markets, have been included in the calculation of fair value for these liabilities. The models used include both directly observable and implied market parameters.

 

If the assumption related to the valuation of assets classified at fair value were changed such that the average credit spread applied to such assets were 0.10 percent higher or lower than the average spread actually used in the calculations, this would affect operating profit for the fiscal year ended December 31, 2015 by approximately Skr 5-15 million (2014: Skr 5-15 million) and equity, at such date, by approximately Skr 100-110 million (2014: Skr 150-160 million). A higher credit spread would affect operating profit and equity negatively, and a lower credit spread would affect operating profit and equity positively.

 

F- 17



Table of Contents

 

If the assumption related to the valuation of liabilities classified at fair value were changed such that the average credit spread applied to such liabilities were 0.10 percent higher or lower than the average spread actually used in the calculations, this would affect operating profit for the fiscal year ended December 31, 2015 by approximately Skr 150-250 million (2014: Skr 200-300 million) and equity, at such date, by approximately Skr 100-200 million (2014: Skr 150-250 million). A higher credit spread would affect operating profit and equity positively, and a lower credit spread would affect operating profit and equity negatively.

 

SEK issues debt instruments in many financial markets. A large portion of these are hybrid instruments with embedded derivatives. SEK’s policy is to hedge the risks in these instruments using derivatives with corresponding structures in order to obtain effective economic hedges. The entire hybrid debt instruments are classified as financial liabilities measured at fair value. As there mostly are no market quotes for this group of transactions, valuation models are used to calculate fair value. The gross value of these instruments and derivatives which effectively hedge each other requires complex judgments regarding the most appropriate valuation technique, assumptions and estimates. If other valuation models or assumption were used, or if assumptions changed, this could produce other valuation results. Excluding the impact on valuation of credit spreads on SEK’s own debt and basis spreads, such changes in fair value would generally offset each other.

 

If these assumptions were to be changed, this could result in a material change in the fair value of these instruments. For further information see Note 13 to the Consolidated Financial Statements, table Sensitivity analysis - level 3 assets and liabilities.

 

Valuation of derivatives without observable market prices

 

A large part of SEK’s portfolio of senior securities issued and related derivatives is in the form of structured products, in which the fair value of certain embedded derivatives (though not bifurcated) sometimes requires sophisticated models in order to value these instruments. If the assumptions used in these models were to change, this could result in a material change in the fair value of these instruments. Since SEK only enters into market-matched hedge relationships (economic or accounting hedges), a potential material effect on profit or loss or equity would result only if there were changes in the credit spreads or basis spread.

 

SEK uses derivative instruments to mitigate and reduce risks attributable to financial assets and liabilities. In order to mitigate counterparty risk, i.e. the form of credit risk generated from derivative transactions, SEK enters into such transactions only with counterparties with good creditworthiness. Moreover, SEK endeavors to enter into ISDA Master Agreements with Credit Support Annexes with its counterparties. This means that the highest allowed risk level is established in advance, regardless of what changes in market value may occur. Derivatives are valued at fair value with reference to listed market prices where available. If market prices are not available, valuation models are used instead. SEK uses a model to adjust the fair value of the net exposure for changes in SEK’s or the counterparty’s creditworthiness. The models use directly observable market parameters if such are available.

 

Note 2.  Net interest revenues

 

 

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

2013

 

Interest revenues were related to:

 

 

 

 

 

 

 

Loans to credit institutions

 

544

 

595

 

742

 

Loans to the public

 

2,663

 

3,086

 

3,253

 

Interest-bearing securities

 

395

 

577

 

643

 

Impaired financial assets

 

0

 

5

 

1

 

Derivatives

 

-767

 

-489

 

-481

 

Total interest revenues

 

2,835

 

3,774

 

4,158

 

Total interest expenses

 

-1,173

 

-2,196

 

-2,603

 

Net interest revenues

 

1,662

 

1,578

 

1,555

 

 

F- 18



Table of Contents

 

 

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

2013

 

Interest revenues were related to:

 

 

 

 

 

 

 

Available-for-sale financial assets

 

225

 

387

 

184

 

Financial assets at fair value through profit or loss

 

-5

 

204

 

27

 

Derivatives used for hedge accounting

 

-470

 

-412

 

-205

 

Loans and receivables

 

3,085

 

3,595

 

4,152

 

Total interest revenues

 

2,835

 

3,774

 

4,158

 

 

 

 

 

 

 

 

 

Interest expenses were related to:

 

 

 

 

 

 

 

Financial liabilities at fair value through profit or loss

 

-683

 

-818

 

-1,110

 

Derivatives used for hedge accounting

 

2,484

 

2,416

 

2,461

 

Other financial liabilities

 

-2,974

 

-3,794

 

-3,954

 

Total interest expenses

 

-1,173

 

-2,196

 

-2,603

 

 

 

 

 

 

 

 

 

Net interest revenues

 

1,662

 

1,578

 

1,555

 

 

Interest revenues geographical areas

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

2013

 

Sweden

 

1,353

 

2,039

 

2,428

 

Europe except Sweden

 

511

 

824

 

802

 

Countries outside of Europe

 

971

 

911

 

928

 

Total

 

2,835

 

3,774

 

4,158

 

 

Interest revenues per productgroup

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

2013

 

Corporate ledning

 

1,517

 

2,216

 

2,514

 

End-customer financing(1)

 

978

 

1,018

 

994

 

Liquidity

 

340

 

540

 

650

 

Total

 

2,835

 

3,774

 

4,158

 

 


(1)  In interest revenues for End-customer financing Skr 123 million (2014: Skr 117 million; 2013: Skr 105 million) represent remuneration from the S-system (see Note 24 to the Consolidated Financial Statements).

 

F- 19



Table of Contents

 

Note 3. Net fee and commission expense

 

 

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

2013

 

Fee and commissions earned were related to(1):

 

 

 

 

 

 

 

Capital market commissions

 

 

 

6

 

Financial consultants’ commissions

 

0

 

 

2

 

Other commissions earned

 

2

 

4

 

1

 

Total

 

2

 

4

 

9

 

 

 

 

 

 

 

 

 

Commissions incurred were related to(1):

 

 

 

 

 

 

 

Depot and bank fees

 

-6

 

-7

 

-11

 

Brokerage

 

-2

 

-3

 

-3

 

Financial consultants’ commissions

 

 

 

0

 

Other commissions incurred

 

0

 

 

 

Total

 

-8

 

-10

 

-14

 

Net fee and commission expense

 

-6

 

-6

 

-5

 

 


(1)  Skr -3 million (2014: Skr -3 million; 2013: Skr -5 million) includes financial assets and liabilities not measured at fair value through profit or loss

 

Fee and commission earned geographical areas

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

2013

 

Sweden

 

1

 

4

 

8

 

Europe except Sweden

 

0

 

0

 

1

 

Countries outside of Europe

 

1

 

0

 

 

Total

 

2

 

4

 

9

 

 

Fee and commission earned per productgroup

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

2013

 

Corporate ledning

 

 

 

9

 

End-customer financing

 

2

 

4

 

 

Total

 

2

 

4

 

9

 

 

F- 20



Table of Contents

 

Note 4. Net results of financial transactions

 

 

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

2013

 

Net results of financial transactions were related to:

 

 

 

 

 

 

 

Derecognition of financial instruments not measured at fair value through profit or loss

 

 

 

 

 

 

 

Available-for-sale financial assets

 

 

 

 

Loans and receivables

 

-42

(1)

147

 

2

 

Other financial liabilities

 

 

 

487

(2)

Financial assets or liabilities at fair value through profit or loss:

 

 

 

 

 

 

 

Designated upon initial recognition (FVO)

 

4,526

(3)

-2,846

 

-5,435

 

Held-for-trading(4)

 

-4,324

(3)

3,031

(5),(6)

5,339

(6)

Financial instruments under fair-value hedge accounting:

 

 

 

 

 

 

 

Net results of the hedging instrument

 

-290

(3)

844

 

-3,292

 

Net results of the hedged item

 

536

 

-641

 

3,294

 

Ineffectiveness of cash-flow hedges that have been reported in the profit or loss(7)

 

 

7

 

12

 

Currency exchange-rate effects on all assets and liabilities excl. currency exchange-rate effects related to revaluation at fair value

 

-6

 

-36

 

1

 

Total net result of financial transactions

 

400

 

506

 

408

 

 


(1) During 2015, SEK’s holdings of asset-backed securities were terminated, which affected the net results of financial transactions negatively by Skr 130 million.

 

(2) A gain amounting to Skr 375 million was recorded in 2013 from the repurchase of SEK’s subordinated debt

 

(3) During the fourth quarter 2015, SEK made a change in assumption in the valuation of certain transactions. The change in assumptions resulted  in a negative impact on operating income.

 

(4) No assets or liabilities are classified as held-for-trading other than derivatives held for economic hedging in accordance with IAS 39.

 

(5) In April 2012, the Swiss company Lehman Brothers Finance AG (in liquidation, with PricewaterhouseCoopers as appointed liquidators) (“LBF”) filed a lawsuit against SEK with the Stockholm District Court.

 

In June 2014, the dispute was finally settled and in September 2014, SEK received certain distributions from other entities in the former Lehman Brothers group that, in total, affected the Net result of financial transactions positively by Skr 317 million.

 

(6) During 2014, SEK adopted new interest rate curves in order to better account for market differences in the pricing of three- and six-month flows. The improved methodology resulted in a positive impact on operating income. During 2013, an improved method related to valuation of funding transactions was implemented, which had a negative impact on operating income.

 

(7) During 2014, derivatives designated as hedging instruments in cash -flow hedges were terminated and the hedging designations were discontinued. The close out of the hedging instruments did not affect Net results of financial transactions.

 

SEK’s general business model is to hold financial instruments measured at fair value to maturity. The net fair value changes that occur, mainly related to changes in credit spreads on SEK’s own debt and basis-spreads, and recognized in net results of financial transactions, could be significant in a single reporting period. However, it will not affect earnings over time since the changes in the instrument’s market value will be zero if it is held to maturity. Realized gains or losses could occur if SEK repurchases own debt or if lending is repaid early and related hedging instruments are closed prematurely.

 

F- 21



Table of Contents

 

Note 5. Personnel expenses

 

 

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Salaries and remuneration to the Board of Directors and the Cheif Executive Officers

 

-6

 

-7

 

-8

 

Severance salary related to the Cheif Executive Officer

 

 

 

-8

(1)

Salaries and remuneration to Senior Executives

 

-17

 

-14

 

-12

 

Salaries and remuneration to other employees

 

-141

 

-161

 

-139

 

Pensions

 

-62

 

-59

 

-58

 

Social insurance

 

-56

 

-59

 

-51

 

Other personnel expenses

 

-13

 

-13

 

-14

 

Total personnel expenses

 

-295

 

-313

 

-290

 

 


(1)  Peter Yngwe left his position as CEO on April 28th, 2014. The full cost of his severance including payroll taxes was Skr 8 million, which corresponded to 18 months’ salary and was expensed in 2013. Severance pay is paid monthly and deductions are made in the event of other income.

 

The combined total of the remuneration to senior executives, excluding the CEO of the Parent Company, amounted to Skr 17 million (2014: Skr 14 million). Of the remuneration to senior executives, Skr 16 million (2014: Skr 14 million) is pensionable. Of the remuneration to the CEO of the Parent Company, Skr 4 million (2014: Skr 5 million)(1) is pensionable. For all employees, excluding the CEO, SEK follows collective agreements between BAO and trade unions.

 

As of the 1st of January 2015 Karl-Johan Bernerfalk (General Counsel), Johan Henningsson (Head of Sustainability) and Edvard Unsgaard (Head of Communications) joined the Executive management. Marie Lindstedt (Head of Compliance), Dan Kohlberg (IT-Manager) and Sven-Olof Söderlund (Head of Corporate Governance) are as of the 1st of January 2015 co-opt.

 

(1) Partially includes former CEO Peter Yngwe.

 

F- 22



Table of Contents

 

Remuneration and other benefits to the Board of Directors and Senior
Executives in the Consolidated Group
2015
Skr thousand

 

Fee,
includes
committee
fee

 

Fixed
remuneration(1)

 

Other
benefits(2)

 

Pension fee(3)

 

Total

 

Chairman of the Board of Directors:

 

 

 

 

 

 

 

 

 

 

 

Lars Linder-Aronson(4)

 

-614

 

 

 

 

-614

 

Other members of the Board of Directors:

 

 

 

 

 

 

 

 

 

 

 

Cecilia Ardström

 

-218

 

 

 

 

-218

 

Jan Belfrage

 

-217

 

 

 

 

-217

 

Lotta Mellström(5)

 

 

 

 

 

 

Ulla Nilsson

 

-236

 

 

 

 

-236

 

Jan Roxendal(4)

 

-327

 

 

 

 

-327

 

Teppo Tauriainen(5)

 

 

 

 

 

 

Susanne Lithander, from January 20, 2015

 

-209

 

 

 

 

-209

 

Senior Executives:

 

 

 

 

 

 

 

 

 

 

 

Catrin Fransson, Chief Executive Officer (CEO)

 

 

-4,379

 

-75

 

-1,295

 

-5,749

(6)

Karl Johan Bernerfalk, General Counsel

 

 

-1,281

 

-10

 

-412

 

-1,703

 

Teresa Hamilton Burman, Chief Credit Officer (CCO), from August 3, 2015

 

 

 

-910

 

-5

 

-186

 

-1,101

 

Stefan Friberg, Chief Risk Officer (CRO), from May 15, 2015

 

 

-1,688

 

-8

 

-282

 

-1,978

 

Johan Henningsson, Head of Sustainability

 

 

-1,139

 

-10

 

-366

 

-1,515

 

Per Jedefors, Chief Risk Officer (CRO), resigned with pension April 30, 2015

 

 

-1,390

 

-28

 

-228

 

-1,646

 

Jane Lundgren-Ericsson, Head of Lending

 

 

-2,286

 

-50

 

-606

 

-2,942

 

Sirpa Rusanen, Head of Human Resources

 

 

-1,266

 

-85

 

-473

 

-1,824

 

Susanna Rystedt, Chief Administrative Officer (CAO)

 

 

-2,055

 

-91

 

-642

 

-2,788

 

Edvard Unsgaard, Head of Communication

 

 

-1,000

 

-11

 

-297

 

-1,308

 

Per Åkerlind, Head of Treasury and Capital Management and Executive Vice President

 

 

-3,134

 

-86

 

-1,103

 

-4,323

 

Summa

 

-1,821

 

-20,528

 

-459

 

-5,890

 

-28,698

 

 

Remuneration and other benefits to the Board of Directors and Senior
Executives in the Consolidated Group
2014
Skr thousand

 

Fee,
includes
committee
fee

 

Fixed
remuneration(1)

 

Other
benefits(2)

 

Pension fee(3)

 

Total

 

Chairman of the Board of Directors:

 

 

 

 

 

 

 

 

 

 

 

Lars Linder-Aronson(4)

 

-593

 

 

 

 

-593

 

Other members of the Board of Directors:

 

 

 

 

 

 

 

 

 

 

 

Cecilia Ardström

 

-210

 

 

 

 

-210

 

Jan Belfrage

 

-189

 

 

 

 

-189

 

Lotta Mellström(5)

 

 

 

 

 

 

Ulla Nilsson

 

-208

 

 

 

 

-208

 

Jan Roxendal(4)

 

-289

 

 

 

 

-289

 

Åke Svensson, avgick 2014-02-19

 

-59

 

 

 

 

-59

 

Teppo Tauriainen(5), from October 7, 2014

 

 

 

 

 

 

Eva Walder(5), resigned October 7, 2014

 

 

 

 

 

 

Senior Executives:

 

 

 

 

 

 

 

 

 

 

 

Catrin Fransson, Chief Executive Officer (CEO), from April 28, 2014

 

 

-3,145

 

-75

 

-932

 

-4,152

(6)

Peter Yngwe, Chief Executive Officer (CEO), resigned April 28, 2014

 

 

-1,704

(7)

-39

 

-481

 

-2,224

(8)

Per Jedefors, Chief Risk Officer (CRO)

 

 

-2,983

 

-108

 

-897

 

-3,988

 

Jane Lundgren-Ericsson, Head of Lending

 

 

-2,128

 

-61

 

-644

 

-2,833

 

Sirpa Rusanen, Head of Human Resources

 

 

-1,203

 

-113

 

-429

 

-1,745

 

Susanna Rystedt, Chief Administrative Officer (CAO)

 

 

-1,948

 

-112

 

-606

 

-2,666

 

Sven-Olof Söderlund, Chief Corporate Governance Officer (CCGO)

 

 

 

-2,577

(7)

-100

 

-827

 

-3,504

 

Per Åkerlind, Head of Treasury and Capital Management and Executive Vice President

 

 

-3,037

 

-110

 

-1,090

 

-4,237

 

Summa

 

-1,548

 

-18,725

 

-718

 

-5,906

 

-26,897

 

 


(1) Predetermined salary or other compensation such as holiday pay and allowances.

 

F- 23



Table of Contents

 

(2) Other benefits consist of for example car allowances and subsistence benefit.

(3) Includes premiums for insurance covering sickness benefit for prolonged illness and other public risk insurance as a result of collective pension agreements.

(4) Since May 1, 2013 remuneration is invoiced from their private companies in accordance with the state guidelines.

(5) Since April 29, 2010, remuneration is not paid from the company to the representatives on the Board, who are employed by the owner, the Swedish Government.

(6) The retirement age of the CEO , Catrin Fransson is 65 years and the pension fee is 30 percent of her fixed salary.

(7) Includes payments of saved vacation leave.

(8) The previous CEO , Peter Yngwe had the retirement age of 65 years and the pension fee was 30 percent of his fixed salary.

(9) In addition, severance pay of Skr 6 million excluding payroll taxes was reserved as of December 31, 2013

 

2013

 

Remuneration and other benefits to the Board of Directors and Senior
Executives in the Consolidated Group, Skr thousand

 

Fee,
includes
committee
fee

 

Fixed
remuneration(1)

 

Other
benefits(2)

 

Pension fee(3)

 

Total

 

Chairman of the Board of Directors:

 

 

 

 

 

 

 

 

 

 

 

Lars Linder-Aronson

 

-482

 

 

 

 

-482

 

Other members of the Board of Directors:

 

 

 

 

 

 

 

 

 

 

 

Cecilia Ardström

 

-180

 

 

 

 

-180

 

Jan Belfrage

 

-165

 

 

 

 

-165

 

Lotta Mellström(5)

 

 

 

 

 

 

Ulla Nilsson

 

-182

 

 

 

 

-182

 

Jan Roxendal

 

-232

 

 

 

 

-232

 

Åke Svensson

 

-174

 

 

 

 

-174

 

Eva Walder(5)

 

 

 

 

 

 

Senior Executives:

 

 

 

 

 

 

 

 

 

 

 

Peter Yngwe, Chief Executive Officer (CEO)

 

 

-4,197

(9)

-117

 

-1,464

 

-5,778

(8)

Per Jedefors, Chief Risk Officer (CRO)

 

 

-2,914

 

-104

 

-894

 

-3,913

 

Jane Lundgren Ericsson, Deputy Chief Operating Officer (dCOO) and Chief Executive Officer (CEO) for AB SEK Securities

 

 

 

-1,904

 

-52

 

-641

 

-2,597

 

Sirpa Rusanen, Head of Human Resources

 

 

-1,183

 

-120

 

-420

 

-1,723

 

Susanna Rystedt, Chief Administrative Officer (CAO)

 

 

-1,843

 

-102

 

-602

 

-2,547

 

Sven-Olof Söderlund, Chief Corporate Governance Officer (CCGO)

 

 

 

-2,210

 

-106

 

-824

 

-3,140

 

Per Åkerlind, Chief Operating Officer (COO)

 

 

-2,937

 

-109

 

-1,069

 

-4,115

 

Total

 

-1,415

 

-17,188

 

-710

 

-5,914

 

-25,227

 

 

The Swedish FSA’s regulations (FFFS 2011:1) regarding remuneration systems in credit institutions, investment firms and fund management companies apply to SEK. SEK further applies the government’s guidelines on terms of employment for senior executives at state-owned companies. In accordance with these set of rules, SEKs board of directors proposed a set of guidelines related to salary and remuneration to the senior executives of SEK. The proposal was later accepted by the annual general meeting 2015. The guidelines stipulate that salary and remuneration to the senior executives of SEK should be fair and reasonable. They should also be competitive, capped and, as appropriate contribute to good ethical principles and corporate culture. Remuneration should not be higher than at comparable companies,and should be reasonable. Guidelines for remuneration to senior executives are determined by the Annual General Meeting. Remuneration to senior executives consists of fixed salary, pension and other benefits. Pension terms for senior executives should be in the form of defined contribution plans.

 

SEK’s remuneration system is designed to promote a sound and effective risk management and does not encourage excessive risk-taking. Remuneration to employees is mainly determined at fixed amounts. SEK’s Board of Directors’ Remuneration Committee (the “Remuneration Committee”) prepares proposals to the Board of Directors relating to decisions on remuneration policy for the Company, on total remuneration for the CEO, for other members of senior executives, for the head of Compliance, and for other employees reporting directly to the Chief Executive Officer, on terms and conditions for and outcome of the Company’s employee incentive scheme (EIS). The Remuneration Committee also prepares and handles overall issues relating to remuneration (salaries, pension and other benefits), measures aimed at following-up the application of SEK’s remuneration policy, and issues relating to succession planning. Further, the Remuneration Committee prepares overall instructions for remuneration issues that it deems necessary. The Remuneration Committee also ensures that the relevant department for control, together with the Remuneration Committee, annually reviews and evaluates the company’s remuneration systems and also reviews whether such systems comply with the company’s remuneration policy and relevant instructions regarding remuneration. The outcome is presented to the Board of Directors in a separate report on the same day as the annual report is submitted. The Remuneration Committee has met eight times this year.

 

F- 24



Table of Contents

 

Since the year 2011, the Company has only one system for variable remuneration, the employee incentive scheme (EIS). The EIS applies to all permanent employees, with exception of senior executives (except for three newly apointed senior executives, where deferred remuneration related to 2014 is included), employees within the Risk Department and employees within the Compliance Department.

 

The purpose of the EIS is to contribute to attracting and retaining staff, to promote the achievement of the company’s long-term objectives, and to encourage cooperation between different parts of the company in order to progress towards common objectives.

 

If pre-tax profit (excluding net results of financial transactions and any costs for the EIS, but after reversal of any non-operational items) (“Base Profit”) exceeds the predetermined Base Profit, the employees to whom the EIS applies receive a share of the excess amount, however, not more than an amount equal to two months’ salary, including payroll taxes. However, outcome under EIS is on condition that operating profit, including the costs for EIS, is positive. The Base Profit is determined by the Board of Directors. Risk adjustment takes place based on the Company’s total risks. By construction, the variable remuneration will never exceed 17 percent of the fixed remuneration. The final decision on the amount to be paid out under the EIS is taken by the Board of Directors.

 

SEK’s remuneration policy is designed in such a way that the Company may decide that remuneration that is subject to deferred disbursement may be withheld, in part or full, if it subsequently transpires that the performance criteria have not been fulfilled or if the employee has breached certain internal rules. The same applies if disbursement would not be justifiable by the Company’s financial situation. Further, the outcome may also be adjusted if credit losses, or recoveries of credit losses, have occurred after the relevant income year, but are deemed to be attributable to the said income year. For all employees to whom EIS applies, the disbursement plan states that 40 percent of the outcome will be disbursed in April in the year following the income year to which the remuneration relates, and 20 percent will be disbursed in April in each of the subsequent three years.

 

In order to be able to identify, measure, manage, report and have control over the risks associated with the company’s business, the company ensures that its remuneration system promotes a sound and effective risk management. As part of its strategic analysis and planning, the company undertakes an annual process for internal capital and liquidity assessment. The aim of this process is to identify and compile, in a comprehensive way, the company’s risks and to evaluate its risk management, need for capital and need for liquidity. Accordingly, in this process, amongst others, the appropriateness of the company’s risk management is evaluated. As part of this evaluation, an analysis is conducted with the purpose of identifying employees, whose work duties have a material impact on SEK’s risk profile, including risks related to the company’s remuneration policy and remuneration system. The outcome of this analysis is taken into account when designing the remuneration systems in order to promote a sound and efficient risk management and to restrict excessive risk-taking.

 

The number of employees that receive remuneration of Euro 1 million or more per financial year is zero. No new agreements containing variable remunerations have been established during the year.

 

The CEO, Catrin Fransson, is covered by the Guidelines for Terms of Employment for Senior Executives in State-owned Companies (adopted April 20, 2009). SEK pays a defined-contribution pension insurance amounting to 30 percent of the CEO’s pensionable salary. The retirement age for the CEO is 65.

 

For the CEO, SEK pays premiums for insurance for sickness benefits for prolonged illness, other collective risk insurance corresponding to those applicable under the BTP plan, health care insurance under Skandia Privatvård Plus and travel insurance. Other benefits payable to the CEO include car and per diem allowances. The CEO is entitled to 6 months’ notice prior to termination initiated by SEK and, furthermore, is entitled to severance pay corresponding to 18 months’ salary. A deduction is made for any income arising from new employment.

 

The retirement age is 65 for all senior executives. The pension terms, conditions for termination of employment and other terms of employment for the senior executives follow the current Guidelines for Terms of Employment for Senior Executives in Stateowned Companies (adopted April 20, 2009), where the BTP plan is included as an approved, collectively bargained, defined-benefit pension plan. Pension provisions for senior executives in SEK are limited to 30 percent of pensionable income for retirement and survivors’ pension. Due to SEK’s implementation of a defined-benefit pension plan, the BTP plan, resulting from a collective agreement between the Banking Institutions Employers’ Organization (BAO) and the Financial Sector Union of Sweden, covering employees in the banking and finance industries, the contribution for retirement and survivor´s pension can exceed 30 percent.

 

F- 25



Table of Contents

 

For all the senior executives, SEK pays premiums for insurance for sickness benefits for prolonged illness, other collective risk insurance arising out of applicable collective agreements as well as travel insurance and health insurance. Other benefits include car and per diem allowances.

 

Per Åkerlind and Sven-Olof Söderlund have notice periods of six months should termination be initiated by SEK and, furthermore, are entitled to severance pay corresponding to 18 months’ salary. A deduction is made for any income arising from new employment. For other senior executives, the notice period upon termination initiated by SEK follows collective agreements. Upon resignation by the employee, the notice period is three or six months.

 

Peter Yngwe left his position as CEO April 28, 2014. Severance has been paid monthly and deductions have been made in the event of other income earned.

 

Pensions

 

The employees at SEK have a collectively bargained pension plan through the BTP plan, which is the most significant pension plan for salaried bank employees in Sweden. The BTP plan is funded by means of insurance with the insurance company SPP and SEB.

 

The total pension cost for defined benefit and defined contribution obligations are shown below

 

Skr mn

 

2015

 

2014

 

2013

 

Service cost

 

-7

 

-5

 

-8

 

Interest cost, net

 

-2

 

-1

 

-1

 

Pension cost for defined benefit pensions, incl. payroll tax

 

-9

 

-6

 

-9

 

Pension cost for defined contribution pension incl. payroll tax

 

-53

 

-53

 

-49

 

Pension cost recognized in personnel costs

 

-62

 

-59

 

-58

 

 

 

 

 

 

 

 

 

Actuarial gains and (losses) on defined benefit obligation during period

 

60

 

-57

 

65

 

Return above expected return, gains and (losses) on plan assets

 

-7

 

14

 

-4

 

Change in the effect of the asset ceiling excluding interest

 

-4

 

 

 

Revaluation of defined benefit plans

 

49

 

-43

 

61

 

 

The following table specifies the net value of defined benefit pension obligations

 

Skr mn

 

2015

 

2014

 

2013

 

Defined benefit obligations

 

215

 

267

 

207

 

Plan assets

 

-202

 

-201

 

-181

 

Restriction to net defined benefit asset due to the asset ceiling

 

4

 

 

 

Provision for pensions, net obligation (see Note 21 to the Consolidated Financial Statements)

 

17

 

66

 

26

 

 

The following table shows the development of defined benefit obligations

 

Skr mn

 

2015

 

2014

 

2013

 

Defined benefit obligation, opening balance

 

267

 

207

 

264

 

Service cost

 

7

 

5

 

8

 

Interest cost

 

7

 

7

 

7

 

Pension Payments incl. special payroll tax

 

-7

 

-7

 

-7

 

Other adjustments

 

 

-2

 

 

Actuarial (gains) and losses, effect due to changed demographic assumptions

 

 

6

 

0

 

Actuarial (gains) and losses, effect due to changed financial assumptions

 

-51

 

54

 

-65

 

Actuarial (gains) and losses, effect due to experience based outcome

 

-8

 

-3

 

0

 

Defined benefit obligation, closing balance

 

215

 

267

 

207

 

 

F- 26



Table of Contents

 

The following table shows the development of plan assets related to defined benefit obligation

 

Skr mn

 

2015

 

2014

 

2013

 

Fair value of plan assets, opening balance

 

201

 

181

 

178

 

Expected return on plan assets

 

5

 

6

 

6

 

Contributions by the employer(1)

 

8

 

8

 

8

 

Benefits paid(2)

 

-5

 

-6

 

-6

 

Other adjustments

 

 

-2

 

 

Return on plan assets excluding interest income

 

-7

 

14

 

-5

 

Fair value of plan assets, closing balance

 

202

 

201

 

181

 

 


(1)  Expected contribution from the employer in the following year is Skr 8 million (2014: Skr 8 million; 2013: Skr 8 million) excluding payroll tax.

(2)  Expected compensation paid in the following year is Skr 7 million (2014: Skr 7 million; 2013 Skr 6 million).

 

The following table shows the distribution of plan assets related to defined benefit obligation

 

Skr mn

 

2015

 

2014

 

2013

 

Domestic equity investments

 

4

 

12

 

22

 

Foreign equity investments

 

12

 

12

 

 

Domestic government bonds

 

63

 

65

 

54

 

Domestic corporate bonds

 

63

 

56

 

54

 

Mortgage bonds

 

48

 

46

 

42

 

Properties

 

12

 

10

 

9

 

 

 

202

 

201

 

181

 

 

The following table displays principal actuarial assumptions used end of year

 

%

 

2015

 

2014

 

2013

 

Discount rate(1)

 

3.4

 

2.5

 

3.6

 

Assumption of early pension withdrawal

 

20.0

 

20.0

 

20.0

 

Expected salary increase

 

2.0

 

3.5

 

3.5

 

Expected inflation

 

1.6

 

1.6

 

1.6

 

Expected lifetime(2)

 

DUS14

 

DUS14

 

FFFS2007:31

 

Expected turnover

 

5.0

 

5.0

 

4.0

 

 

Sensitivity analysis of essential assumptions

 

 

 

Negative outcome

 

Positive outcome

 

(1) Discount rate

 

-1

%

2.4

%

+1

%

4.4

%

Defined benefit obligation

 

 

 

265

 

 

 

178

 

Service cost

 

 

 

6

 

 

 

3

 

Interest cost

 

 

 

6

 

 

 

8

 

 

 

 

 

 

 

 

 

 

 

(2) Expected lifetime

 

+1 year

 

 

 

-1 year

 

 

 

Defined benefit obligation

 

 

 

224

 

 

 

207

 

Service cost

 

 

 

4

 

 

 

4

 

Interest cost

 

 

 

8

 

 

 

7

 

 

Net reconciliation of pension liabilities

 

Skr mn

 

2015

 

2014

 

2013

 

Pension liabilities, opening balance

 

66

 

26

 

86

 

Net periodic pension cost

 

9

 

6

 

9

 

Contributions by the employer

 

-8

 

-7

 

-7

 

Net pension payments

 

-1

 

-2

 

-2

 

Revaluations recognized in other comprehensive income

 

-49

 

43

 

-60

 

Pension liabilities, closing balance

 

17

 

66

 

26

 

 

F- 27



Table of Contents

 

Net interest is calculated using the discount rate of pension obligations, based on the net surplus or net deficit in the defined benefit plan.

 

Pension expense in 2015 for defined benefit pensions amounts to Skr 9 million (2014: Skr 6 million and 2013: Skr 9 million).

 

As of December 31, 2015, the expected weighted average remaining service time for active employees was 19.4 years, (2014: 20.8 years) the expected weighted average duration for the present value was 22.7 years (2014: 21.6 years) and the average salary for active employees was Skr 0.8 million (2014: Skr 0.7 million).

 

Discount rate

 

Swedish government bonds were previously used as the basis for calculating pension liabilities. Since January 1, 2013 the calculation has instead been based on the estimated interest curve of Swedish mortgage bonds, as this market is regarded as liquid enough to be used for this purpose. The discount rate is based on market expectations at the end of the accounting period, using bonds with the same duration as the pension liability.

 

Expected early retirement

 

According to the transitional rule for § 8 in the BTP-plan, the calculation includes the assumption that 20 percent of the employees use the possibility for early retirement. The earliest retirement age is 61 for employees born 1956 or earlier. Employees born 1967 or later have no right to retire before age 65.

 

Expected return on plan assets

 

Expected return on plan assets is equal to the discount rate as regulated in IAS 19.

 

Expected salary increase

 

The assumption of salary increase is based on SEK’s assessment.

 

Expected inflation

 

The expected inflation is in line with Swedish inflation-linked bonds.

 

Expected employee turnover

 

Expected employee turnover is based on SEK’s assessment of the long-term expected company staff attrition during one year.

 

Average number of employees

 

2015

 

2014

 

2013

 

2012

 

Women

 

115

 

111

 

112

 

109

 

Men

 

136

 

132

 

131

 

122

 

Total average number of employees

 

251

 

243

 

243

 

231

 

of which geographically located in Sweden

 

250

 

242

 

241

 

230

 

of which geographically located in Singapore

 

1

 

1

 

2

 

1

 

 

Number of employees at year-end

 

2015

 

2014

 

2013

 

2012

 

Women

 

124

 

110

 

114

 

114

 

Men

 

139

 

131

 

135

 

121

 

Total number of employees

 

263

 

241

 

249

 

235

 

of which geographically located in Sweden

 

262

 

240

 

247

 

233

 

of which geographically located in Singapore

 

1

 

1

 

2

 

2

 

of which full-time employees

 

257

 

236

 

244

 

227

 

of which part-time employees

 

6

 

5

 

5

 

8

 

of which permanent employees

 

254

 

237

 

240

 

228

 

of which temporary employees

 

9

 

4

 

9

 

7

 

of which managers

 

32

 

39

 

43

 

43

 

of which non-management

 

231

 

202

 

206

 

192

 

 

F- 28



Table of Contents

 

Employees by age distribution

 

2015

 

2014

 

2013

 

2012

 

Total number of employees

 

263

 

241

 

249

 

235

 

of which under the age of 30 years

 

22

 

19

 

24

 

22

 

of which between 30 and 39 years

 

73

 

68

 

80

 

75

 

of which between 40 and 49 years

 

90

 

91

 

87

 

87

 

of which over 50 years

 

78

 

63

 

58

 

51

 

 

Employee turnover

 

2015

 

2014

 

2013

 

2012

 

Number of employees who left employment

 

17

 

22

 

16

 

16

 

of which women

 

5

 

10

 

5

 

8

 

of which men

 

12

 

12

 

11

 

8

 

of which under the age of 30 years

 

2

 

2

 

1

 

1

 

of which between 30 and 50 years

 

11

 

14

 

13

 

9

 

of which over 50 years

 

4

 

6

 

2

 

6

 

of which geographically located in Sweden

 

17

 

21

 

16

 

16

 

of which geographically located in Singapore

 

0

 

1

 

 

 

 

Health

 

2015

 

2014

 

2013

 

2012

 

Absence due to sickness

 

3.1

%

2.5

%

2.5

%

2.6

%

Percentage of employees that use SEK’s fitness allowance

 

79.0

%

93.0

%

93.0

%

84.0

%

 

Equality and diversity

 

2015

 

2014

 

2013

 

2012

 

Allocation of women/men on the Board of Directors

 

50/50

 

43/57

 

50/50

 

50/50

 

Allocation of women/men in SEK’s executive management

 

50/50

 

57/43

 

43/57

 

43/57

 

Allocation of women/men in management positions

 

38/62

 

41/59

 

44/56

 

39/61

 

Allocation of women/men at SEK in total

 

47/53

 

46/54

 

46/54

 

48/52

 

Allocation of employees with foreign/swedish background1

 

30/70

 

29/71

 

29/71

 

28/72

 

 


(1)  Percentage of employees that state they are raised in another country or have at least one parent born in another country.

 

Employee development

 

2015

 

2014

 

2013

 

2012

 

Percentage of employees who had a performance review (percent)

 

98

 

92

 

93

 

87

 

Average number of training days per employee (all employees are white-collar workers)

 

2

 

2

 

2

 

5

 

 

Note 6. Other administrative expenses

 

 

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

2013

 

Travel expenses and marketing

 

-9

 

-11

 

-12

 

IT and information system (fees incl.)

 

-79

 

-80

 

-74

 

Other fees

 

-40

 

-41

 

-65

 

Premises(1)

 

-27

 

-27

 

-27

 

Other

 

-9

 

-7

 

-7

 

Total other administrative expenses

 

-164

 

-166

 

-185

 

 


(1)SEK is a partner in rental agreements of office space in Stockholm, Gothenburg and Singapore.

 

Cost of operating leases

 

 

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

2013

 

Leases

 

-26

 

-26

 

-26

 

 

The primary cost relates to SEK’s office premises.

 

F- 29



Table of Contents

 

Future minimum rentals payable under non-cancellable operating leases are as follows

 

 

 

Consolidated Group

 

Skr mn

 

December 31, 2015

 

December 31, 2014

 

December 31, 2013

 

Within 1 year

 

-26

 

-26

 

-26

 

Between 1 and 5 years

 

-145

 

-23

 

-49

 

More than 5 years

 

 

 

 

Total future minimum rentals payable under non-cancellable operating leases Remuneration to auditors

 

-171

 

-49

 

-75

 

 

 

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

2013

 

Ernst & Young:

 

 

 

 

 

 

 

Audit fee(1)

 

-11

 

-12

 

-12

 

Audit related fee(2)

 

0

 

0

 

0

 

Tax related fee(3)

 

0

 

0

 

0

 

Total

 

-11

 

-12

 

-12

 

 


(1)  Fees related to audit of annual financial statements, reviews of interim financial statements, attestation services that are provided in connection with statutory, regulatory and stock exchange filings or engagements and services provided in connection with issuances of debt.

(2)  Fees charged for assurance and related services that are related to the performance of audit or review of the financial statements.

(3)  Fees for professional services rendered by the principal independent auditors for tax compliance and tax advice.

 

In the financial statements remuneration to auditors is mainly included in Other administrative expenses.

 

F- 30



Table of Contents

 

Note 7. Tangible and intangible assets

 

 

 

Consolidated Group

 

  Skr mn

 

December 31, 2015

 

December 31, 2014

 

 

 

 

 

 

 

Buildings(1)

 

 

 

 

 

Acquisition cost at the beginning of the year/accumulated acquisitions

 

 

1

 

Sales or disposals of the year

 

 

-1

 

Accumulated depreciation at the beginning of the year

 

 

-1

 

Depreciation of the year

 

 

0

 

Reversed depreciation due to sale or disposals

 

 

1

 

Accumulated depreciation

 

 

0

 

Book value

 

 

 

 

 

 

 

 

 

Land(1)

 

 

 

 

 

Acquisition cost at the beginning of the year/accumulated acquisitions

 

 

0

 

Book value

 

 

 

 

 

 

 

 

 

Office and building equipment

 

 

 

 

 

Acquisition cost at the beginning of the year

 

83

 

77

 

Sales or disposals of the year

 

-1

 

-3

 

Acquisitions of the year

 

8

 

9

 

Accumulated acquisitions

 

90

 

83

 

 

 

 

 

 

 

Accumulated depreciation at the beginning of the year

 

-57

 

-46

 

Reversed depreciation due to sale or disposals

 

1

 

2

 

Depreciation during the year

 

-13

 

-13

 

Accumulated depreciation

 

-69

 

-57

 

Book value

 

21

 

26

 

 

 

 

 

 

 

Intangible assets(2)

 

 

 

 

 

Acquisition cost at beginning of the year

 

314

 

268

 

Sales or disposals of the year

 

0

 

0

 

Acquisitions of the year

 

59

 

46

 

Accumulated acquisitions

 

373

 

314

 

 

 

 

 

 

 

Accumulated depreciation at the beginning of the year

 

-179

 

-149

 

Impairment

 

-55

 

 

Sales or disposals of the year

 

0

 

0

 

Depreciation of the year

 

-30

 

-30

 

Accumulated depreciation

 

-264

 

-179

 

Book value

 

109

 

135

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

Property, land and equipment

 

21

 

26

 

Intangible assets

 

109

 

135

 

Total net book value

 

130

 

161

 

 

 

 

 

 

 

Depreciation and impairment during the year according to the Consolidated Statement of Comprehensive Income

 

-98

 

-43

 

 

 

F- 31



Table of Contents

 


(1) Holiday Homes in Sälen were sold in December 2014, which generated a capital gain of Skr 1.6 million.

(2) Intangible assets consist of the capitalized portion of investments in IT systems. The average useful life for intangible assets is 5 years.

 

Note 8. Leasing

 

Financial leases - Lessors

 

All SEK’s leasing transactions are classified as financial leases. When making such classification all aspects regarding the leasing contract, including third party guarantees, are taken into account.

 

A reconciliation between the gross investment in the leases and the present value of minimum lease payments receivable at the end of the reporting period can be found below. Future lease payments receivable will mature in the following periods:

 

 

 

Consolidated Group

 

 

 

December 31, 2015

 

December 31, 2014

 

Skr mn

 

Gross
investment

 

Present
value of
minimum
lease
payments

 

Gross
investment

 

Present
value of
minimum
lease
payments

 

No later than one year

 

131

 

111

 

746

 

719

 

Later than one year and no later than five years

 

305

 

268

 

278

 

232

 

Later than five years

 

46

 

43

 

77

 

71

 

Total

 

482

 

422

 

1,101

 

1,022

 

 

 

 

 

 

 

 

 

 

 

Unearned finance income

 

 

60

 

 

79

 

Unguaranteed residual value

 

 

 

 

 

Total

 

482

 

482

 

1,101

 

1,101

 

 

All lease agreements are classified as Loans and receivables. The leases are included in the line item “Loans to the public” in the statement of financial position.

 

F- 32



Table of Contents

 

Note 9. Impairment and past-due receivables

 

 

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

2013

 

Credit losses(1)

 

-33

(2)

-30

 

-68

 

Reversal of previous impairment(1),(3)

 

279

(5)

378

(4)

22

 

Net impairment and reversals

 

246

 

348

 

-46

 

Established losses(3)

 

-211

(5)

-277

(4)

-3

 

Recovered credit losses

 

1

 

2

 

10

 

Net credit losses

 

36

 

73

 

-39

 

of which related to loans(7)

 

35

 

11

 

-32

 

of which related to liquidity placements(7)

 

1

 

62

 

-7

 

 

 

 

 

 

 

 

 

Reserve of impairment of financial assets

 

 

 

 

 

 

 

Opening balance

 

-464

 

-757

 

-711

 

Reserves used to cover write-offs (charge-offs)(1)

 

-9

 

-5

 

 

Net impairment and reversals

 

246

 

348

 

-46

 

Currency effects(8)

 

-9

 

-50

 

0

 

Closing balance

 

-236

 

-464

 

-757

 

of which related to loans(7)

 

-228

 

-236

 

-260

 

of which related to liquidity placements (7)

 

-8

 

-228

 

-497

 

 


(1) The amount for 2015 includes a reversal of Skr 70 million related to bad debts not linked to a specific counterparty (2014: A provision of Skr 30 million; 2013: Skr 10 million). As a result, the reserve for bad debts not linked to a specific counterparty now amounts to Skr 170 million (year-end 2014: Skr 240 million; year-end 2013: Skr 210 million). The reversal of the reserve was due to the sale of positions in the securitization transactions during 2015 and  a change in the calculation of the risk parameters for credit risk in the calculation of the reserve. SEK establishes the reserve according to a methodology based on both quantitative and qualitative analysis of all exposures accounted for at amortized cost.

 

(2) A provision of Skr 33 million was made during 2015 in order to cover expected future credit loss.

 

(3) SEK has previously had two assets in the form of CDOs, which are first-priority-tranches with end-exposure to the U.S. sub-prime market, see footnotes 4 and 5 below.

 

(4) Underlying assets, concerning one of these CDOs, were liquidated during  2014 and the final payment for the CDO has been obtained. The reserve Skr 268 million related to the CDO was dissolved, the established loss amounted to Skr 259 million.

 

(5) The other CDO was sold during 2015, as such the corresponding reserve was dissolved. A reversal of Skr 206 million (2014:Skr 4 million;2013:Skr 3 million) was recorded during  2015 and the established loss amounted to Skr 211 million (2014:Skr - million; 2013: Skr - million).  During 2014 part of the reserve was reversed in connection with an amortization. Consequently the reserve for this CDO was dissolved (year-end 2014: Skr 189 million). Gross book value before impairment was Skr 222 million 2014.

 

(6) SEK has had a restructured receivable where final settlement occurred during 2014. The result of the final settlement came to a reversal of Skr 46 million, and an established loss of Skr 18 million in 2014.

 

(7) See Note 11 to the Consolidated Financial Statements for definitions.

 

(8) Currency effects are reported within Net results of financial transactions (see further Note 4 to the Consolidated Financial Statements).

 

F- 33



Table of Contents

 

Past-due receivables

 

Receivables past due have been recorded to reflect the amounts expected to actually be received at settlement.

 

 

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

Past-due receivables:

 

 

 

 

 

Aggregate amount of principal and interest less than, or equal to, 90 days past-due

 

387

 

5

 

Aggregate amount of principal and interest more than 90 days past-due(1),(2)

 

358

 

11

 

Principal amount not past-due on such receivables(2)

 

4,923

 

144

 

 


(1) Of the aggregate amount of principal and interest past due, Skr 97 million (year-end 2014: Skr 10 million) was due for payment more than three but less than, or equal to, six months before the end of the reporting period, Skr 64 million (year-end 2014: Skr 1 million) was due for payment more than six but less than, or equal to, nine months before the end of the reporting period and Skr 197 million (year-end 2014: Skr 0 million) was due for payment more than nine months before the end of the reporting period.

 

(2)   As of 2015, SEK has two large unsettled amounts, which represent the main part of total loans outstanding. The first unsettled loan in question, which is under renegotiation, is fully covered by adequate guarantees and therefore no loan loss reserve has been made. The second unsettled loan developed during 2015 is to a large extent covered by adequate guarantees why expected future credit loss is limited in relation to the amount stated in Past-Due Receivables above. The credit loss reserve for the second unsettled loan is Skr 33 million.

 

F- 34



Table of Contents

 

Note 10. Taxes

 

 

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Income tax

 

 

 

 

 

 

 

Adjustment previous year

 

0

 

1

 

0

 

Current tax

 

-348

 

-291

 

-278

 

Deferred tax

 

0

 

-79

 

-40

 

Total income tax

 

-348

 

-369

 

-318

 

 

 

 

 

 

 

 

 

Income tax related to other comprehensive income

 

 

 

 

 

 

 

Tax on items to be reclassified to profit or loss

 

 

 

 

 

 

 

Current tax

 

-63

 

-6

 

-1

 

Deferred tax

 

112

 

-69

 

90

 

Tax on items not to be reclassified to profit or loss

 

 

 

 

 

 

 

Deferred tax

 

-11

 

10

 

-14

 

Income tax related to other comprehensive income

 

38

 

-65

 

75

 

 

 

 

 

 

 

 

 

Reconciliation of effective tax rate

 

 

 

 

 

 

 

The Swedish corporate tax rate, %

 

22.0

 

22.0

 

22.0

 

Profit before taxes

 

1,535

 

1,629

 

1,408

 

 

 

 

 

 

 

 

 

National tax based on profit before taxes

 

-338

 

-358

 

-310

 

Tax effects of:

 

 

 

 

 

 

 

Non-deductible expenses

 

-2

 

-1

 

-2

 

Imputed interest on tax allocation reserve

 

-5

 

-10

 

-6

 

Other

 

-3

 

0

 

0

 

Total tax

 

-348

 

-369

 

-318

 

Effective tax expense in %

 

22.7

 

22.7

 

22.6

 

 

 

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

Deferred tax assets concerning:

 

 

 

 

 

Temporary differences, related to pensions

 

1

 

12

 

Other temporary differences

 

0

 

0

 

Total deferred tax assets

 

1

 

12

 

 

 

 

 

 

 

Deferred tax liabilities concerning:

 

 

 

 

 

Untaxed reserves

 

721

 

721

 

Temporary differences, financial instruments - Cash flow hedges

 

 

112

 

Total deferred tax liabilities

 

721

 

833

 

Net deferred tax liabilities (+) / tax assets (-)

 

720

 

821

 

 

No deductible loss carry forwards existed per December 31, 2015 or December 31, 2014.

 

F- 35



Table of Contents

 

Change in deferred taxes

 

Consolidated Group

 

Skr mn

 

2015

 

2014

 

Opening balance

 

821

 

683

 

Change through profit or loss

 

0

 

79

 

Change in other comprehensive income

 

-101

 

59

 

Total

 

720

 

821

 

 

Note 11. Loans and liquidity investments

 

SEK treats loans in the form of interest-bearing securities as a part of SEK’s total loans. SEK’s total loans and liquidity  investments are calculated as follows:

 

 

 

Consolidated Group

 

Skr mn

 

December 31, 
2015

 

December 31, 
2014

 

Loans:

 

 

 

 

 

Loans in the form of interest-bearing securities

 

48,107

 

53,140

 

Loans to credit institutions

 

29,776

 

25,510

 

Loans to the public

 

140,806

 

149,240

 

Less:

 

 

 

 

 

Cash collateral under the security agreements for derivative contracts

 

-13,592

 

-9,668

 

Deposits with time to maturity exceeding three months

 

0

 

0

 

Total loans

 

205,097

 

218,222

 

 

 

 

 

 

 

Liquidity placements:

 

 

 

 

 

Cash and cash equivalents (1)

 

2,257

 

7,099

 

Cash collateral under the security agreements for derivative contracts

 

13,592

 

9,668

 

Deposits with time to maturity exceeding three months

 

0

 

0

 

Treasuries/government bonds

 

2,006

 

3,458

 

Other interest-bearing securities except loans

 

40,831

 

66,398

 

Total liquidity placements

 

58,686

 

86,623

 

 

 

 

 

 

 

of which

 

 

 

 

 

issued by public authorities

 

15,456

 

41,502

 

quoted on an exchange

 

71,641

 

87,289

 

 


(1) Cash and cash equivalents include, in this context, cash at banks where amounts can be immediately converted into cash and short-term deposits where the time to maturity does not exceed three months from trade date.

 

Regarding reserves, impairment and recovery see Note 9 to the Consolidated Financial Statements. Interest-bearing securities not carried at fair value and that exceed or fall short of the amount contractually required to be settled at maturity are reported below with the amount that exceeds or falls short of the nominal amount.

 

 

 

Consolidated Group

 

Skr mn

 

December 31, 
2015

 

December 31, 
2014

 

Sum of amounts exceeding nominal

 

14

 

8

 

Sum of amounts falling below nominal

 

-36

 

-28

 

 

F- 36



Table of Contents

 

Volume Development, Lending

 

 

 

Consolidated Group

 

 

 

of which S-system

 

 

 

 

 

Total

 

 

 

 

 

Total

 

Total

 

 

 

 

 

 

 

CIRR- 
loans

 

Concessionary
 loans

 

 

 

 

 

Skr mn

 

2015

 

2014

 

2015

 

2015

 

2015

 

2014

 

Offers of long-term loans accepted

 

104,583

 

57,118

 

50,825

 

 

50,825

 

5,668

 

Undisbursed loans at year-end

 

63,438

 

16,028

 

54,598

 

40

 

54,638

 

7,529

 

Loans outstanding at year-end

 

205,097

 

218,222

 

43,128

 

949

 

44,077

 

48,298

 

 

Outstanding loans as per loan type

 

 

 

Consolidated Group

 

of which the S-system

 

Skr mn

 

December 31, 
2015

 

December 31, 
2014

 

December 31, 2015

 

December 31, 
2014

 

Total lending for export of capital products

 

135,908

 

144,285

 

44,077

 

48,298

 

Other lending related to export

 

61,545

 

66,504

 

 

 

Lending related to infrastructure

 

7,644

 

7,433

 

 

 

Total lending

 

205,097

 

218,222

 

44,077

 

48,298

 

 

Outstanding loans as per business area

 

 

 

Consolidated Group

 

of which the S-system

 

Skr mn

 

December 31, 
2015

 

December 31, 
2014

 

December 31, 2015

 

December 31, 
2014

 

End-customer finance

 

118,284

 

128,165

 

44,077

 

48,298

 

Corporate lending

 

86,813

 

90,057

 

 

 

Total lending

 

205,097

 

218,222

 

44,077

 

48,298

 

 

Note 12 Classification of financial assets and liabilities

 

Financial assets by accounting category

 

 

 

December 31, 2015

 

 

 

Financial assets at fair 
value through profit or loss

 

Derivatives used 
for hedge 
accounting

 

Available-
for-sale

 

Loans and 
receivables(1)

 

Total

 

Skr mn

 

Held-for-trading(2)

 

Designated 
upon initial 
recognition 
(FVO)(3)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

2,258

 

2,258

 

Treasuries/government bonds

 

 

 

 

2,006

 

 

2,006

 

Other interest-bearing securities except loans(4)

 

 

1,568

 

 

38,061

 

1,202

 

40,831

 

Loans in the form of interest-bearing securities

 

 

728

 

 

 

47,379

 

48,107

 

Loans to credit institutions

 

 

 

 

 

 

 

 

 

29,776

 

29,776

 

Loans to the public

 

 

 

 

 

140,806

 

140,806

 

Derivatives(5)

 

6,213

 

 

6,459

 

 

 

12,672

 

Total financial assets

 

6,213

 

2,296

 

6,459

 

40,067

 

221,421

 

276,456

 

 

F- 37



Table of Contents

 

Financial liabilities by accounting category

 

 

 

December 31, 2015

 

 

 

Financial liabilities at fair value
through profit or loss

 

Derivatives
used for
hedge
accounting

 

Other
financial
liabilities(6)

 

Total

 

Skr mn

 

Held-for-
trading(2)

 

Designated
upon initial
recognition
(FVO)(7)

 

 

 

 

 

 

 

Borrowing from credit institutions

 

 

 

 

5,283

 

5,283

 

Borrowing from the public

 

 

 

 

61

 

61

 

Senior securities issued(8)

 

 

58,926

 

 

169,286

 

228,212

 

Derivatives(5)

 

17,628

 

 

6,003

 

 

23,631

 

Subordinated securities issued

 

 

 

 

2,088

 

2,088

 

Total financial liabilities

 

17,628

 

58,926

 

6,003

 

176,718

 

259,275

 

 

Financial assets by accounting category

 

 

 

December 31, 2014

 

 

 

Financial assets at fair
value through profit or loss

 

Derivatives used
for hedge
accounting

 

Available-
for-sale

 

Loans and
receivables(1)

 

Total

 

Skr mn

 

Held-for-
trading(2)

 

Designated
upon initial
recognition
(FVO)(3)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

7,099

 

7,099

 

Treasuries/government bonds

 

 

 

 

3,458

 

 

3,458

 

Other interest-bearing securities except loans(4)

 

 

1,670

 

 

57,320

 

7,408

 

66,398

 

Loans in the form of interest-bearing securities

 

 

1,358

 

 

 

51,782

 

53,140

 

Loans to credit institutions

 

 

 

 

 

25,510

 

25,510

 

Loans to the public

 

 

 

 

 

149,240

 

149,240

 

Derivatives(5)

 

9,042

 

 

6,975

 

 

 

16,017

 

Total financial assets

 

9,042

 

3,028

 

6,975

 

60,778

 

241,039

 

320,862

 

 

Financial liabilities by accounting category

 

 

 

December 31, 2014

 

 

 

Financial liabilities at fair value
through profit or loss

 

Derivatives
used for
hedge
accounting

 

Other
financial
liabilities(6)

 

Total

 

Skr mn

 

Held-for-
trading(2)

 

Designated
upon initial
recognition
(FVO)(7) 

 

 

 

 

 

 

 

Borrowing from credit institutions

 

 

 

 

8,290

 

8,290

 

Borrowing from the public

 

 

 

 

63

 

63

 

Senior securities issued(8)

 

 

82,262

 

 

191,577

 

273,839

 

Derivatives(5)

 

13,319

 

 

5,567

 

 

18,886

 

Subordinated securities issued

 

 

 

 

1,945

 

1,945

 

Total financial liabilities

 

13,319

 

82,262

 

5,567

 

201,875

 

303,023

 

 


(1) Of loans and receivables, 9 percent (year-end 2014: 9 percent) are subject to fair-value hedge accounting. The remaining 91 percent (year-end 2014: 91 percent) are not subject to hedge accounting and are therefore valued at amortized cost. During 2014, the derivatives designated as hedging instruments in cash-flow hedges were terminated and the hedging designation were discontinued.

 

F- 38



Table of Contents

 

(2) The derivatives held for economic hedging, is classified as held-for-trading in accordance with IAS39.

 

(3) The amount of cumulative change in the fair value of financial assets attributable to changes in credit risk was Skr 0 million (2014: Skr 3 million), which decreased the value of financial assets. The change during 2015 amounted to Skr -3 million (2014: Skr 25 million; 2013: Skr -5) which decreased the value of financial assets and affected operating profit negatively.

 

(4) During 2015 most of the Asset Backed Securities were sold. The remaining assets have been reclassified from loans and receivables to available-for-sale.

 

(5) The derivatives fair value originating from credit risk amounted to Skr -23 million as of December 31, 2015, (year-end 2014: Skr -19 million). The change for the period January 1 to December 31, 2015, amounted to Skr -4 million (2014: Skr -12 million; 2013: Skr -7 million), which negatively affected operating profit. This valuation was made on the counterparty level.

 

(6) Of other financial liabilities, 72 percent (year-end 2014: 71 percent) are subject to fair-value hedge accounting, the remaining 28 percent (year-end 2014: 29 percent) are not subject to hedge accounting and are therefore valued at amortized cost.

 

(7) Accumulated changes in the fair value of financial liabilities attributable to changes in SEK’s credit spread amounted to Skr -384 million (year-end 2014: Skr —471 million), which represents a cumulative increase in the book value of liabilities. For the period January 1 to December 31, 2015, the credit risk component decreased by Skr 87 million, which decreased the value of financial liabilities and affected operating profit positively. For the period January 1 to December 31, 2014, the credit risk component increased by Skr 150 million, which increased the value of financial liabilities and affected operating profit negatively. (2013: decreased with Skr 433).

 

(8) Repayments of long-term debt amounting to approximately Skr -74.5 billion (2014: Skr -67.7 billion; 2013: Skr -59.8 billion) were effectuated and SEK’s own debt repurchase and early redemption amounted to approximately Skr -41.0 billion (2014: Skr -25.8 billion; 2013: Skr -44.8 billion).

 

Reclassification

 

As of July 1, 2008, and October 1, 2008, SEK reclassified certain assets, moving those assets to the category “loans and receivables” from the category “assets available-for-sale”. The reason for the reclassification was that those assets had been illiquid due to the extraordinary market conditions which existed during late 2008 owing to the global financial crisis, and SEK assessed itself to be able to hold the assets to maturity. Therefore there was no need for impairment of such assets. The reclassified assets consist of interest-bearing fixed rate bonds. At the time of the reclassification, the expected cash flows of the reclassified assets were equal to the contractual amounts, including principal and interest.

 

Had not SEK chosen the reclassification option, other comprehensive income would have decreased by Skr -5 million for the period January 1 to December 31, 2015. (2014: Skr -4 million; 2013: Skr -18 million).

 

Skr mn

 

December 31, 2015

 

December 31, 2014

 

Reclassified financial assets

 

Nominal value

 

Book value

 

Fair value

 

Nominal value

 

Book value

 

Fair value

 

Loans in the form of interest-bearing securities

 

420

 

439

 

440

 

533

 

569

 

576

 

 

F- 39



Table of Contents

 

Note 13 Financial assets and liabilities at fair value

 

 

 

December 31, 2015

 

Consolidated Group

 

Book value

 

Fair value

 

Surplus value (+)
/Deficit value (-)

 

Skr mn

 

 

Cash and cash equivalents

 

2,258

 

2,258

 

0

 

Treasuries/governments bonds

 

2,006

 

2,006

 

0

 

Other interest-bearing securities except loans

 

40,831

 

40,874

 

43

 

Loans in the form of interest-bearing securities

 

48,107

 

48,982

 

875

 

Loans to credit institutions

 

29,776

 

29,771

 

-5

 

Loans to the public

 

140,806

 

142,619

 

1,813

(1)

Derivatives

 

12,672

 

12,672

 

0

 

Total financial assets

 

276,456

 

279,182

 

2,726

 

 

 

 

 

 

 

 

 

Borrowing from credit institutions

 

5,283

 

5,267

 

-16

 

Borrowing from the public

 

61

 

61

 

0

 

Senior securities issued

 

228,212

 

229,128

 

916

 

Derivatives

 

23,631

 

23,631

 

0

 

Subordinated securities issued

 

2,088

 

2,077

 

-11

 

Total financial liabilities

 

259,275

 

260,164

 

889

 

 

 

 

December 31, 2014

 

Consolidated Group

 

 

 

 

 

Surplus value (+)

 

Skr mn

 

Book value

 

Fair value

 

/Deficit value (-)

 

Cash and cash equivalents

 

7,099

 

7,099

 

0

 

Treasuries/governments bonds

 

3,458

 

3,458

 

0

 

Other interest-bearing securities except loans

 

66,398

 

66,292

 

-106

 

Loans in the form of interest-bearing securities

 

53,140

 

54,664

 

1,524

 

Loans to credit institutions

 

25,510

 

25,533

 

23

 

Loans to the public

 

149,240

 

151,543

 

2,303

(1)

Derivatives

 

16,017

 

16,017

 

0

 

Total financial assets

 

320,862

 

324,606

 

3,744

 

 

 

 

 

 

 

 

 

Borrowing from credit institutions

 

8,290

 

8,350

 

60

 

Borrowing from the public

 

63

 

63

 

0

 

Senior securities issued

 

273,839

 

275,249

 

1,410

 

Derivatives

 

18,886

 

18,886

 

0

 

Subordinated securities issued

 

1,945

 

1,937

 

-8

 

Total financial liabilities

 

303,023

 

304,485

 

1,462

 

 


(1) Skr 1,452 million of the surplus value (year-end 2014: Skr 1,662 million) is related to CIRR loans within the S-system. See note 24 to the Consolidated Financial Statements for more information regarding the S-system.

 

The majority of financial liabilities and some of the financial assets in the statement of financial position are accounted for at full fair value or at a value that represents fair value for the components hedged in a hedging relationship. However, loans and receivables and other financial liabilities which are neither subject to hedge accounting nor carried at fair value using fair value option, are accounted for at amortized cost.

 

Determining fair value of financial instruments

 

The best evidence of fair value is quoted prices in an active market. The majority of SEK’s financial instruments are not publicly traded, and quoted market values are not readily available.

 

Fair value measurements are categorized using a fair value hierarchy. The financial instruments have been categorized under the three levels of the IFRS fair value hierarchy that reflects the significance of inputs. The categorization of these instruments is based on the lowest level of input that is significant to the fair value measurement in its entirety.

 

F- 40



Table of Contents

 

SEK uses the following hierarchy for determining and disclosing the fair value of financial instruments based on valuation techniques:

 

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;

 

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and

 

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

 

For more information on determining the fair value of financial transactions, see Note 1 to the Consolidated Financial Statements.

 

In the process of estimating or deriving fair values for items accounted for at amortized cost, certain assumptions have been made. In those cases where quoted market values for the relevant items are available, such market values have been used.

 

The table below shows the fair values of the items carried at amortized cost or fair value. They are distributed according to the fair value hierarchy.

 

Financial assets reported at amortized cost in fair value hierarchy

 

Consolidated Group

 

December 31, 2015

 

Loans and accounts receivable

 

Fair value

 

Book value

 

Skr mn

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Total

 

Cash and cash equivalents

 

2,258

 

 

 

2,258

 

2,258

 

Treasuries/governments bonds

 

 

 

 

 

 

Other interest-bearing securities except loans

 

 

1,245

 

 

1,245

 

1,202

 

Loans in the form of interest-bearing securities

 

1,833

 

46,421

 

 

48,254

 

47,379

 

Loans to credit institutions

 

 

29,771

 

 

29,771

 

29,776

 

Loans to the public

 

 

142,619

 

 

142,619

 

140,806

 

Total financial assets in fair value hierarchy

 

4,091

 

220,056

 

 

224,147

 

221,421

 

 

Financial liabilities reported at amortized cost in fair value hierarchy

 

Consolidated Group

 

December 31, 2015

 

Other financial liabilities

 

Fair value

 

Book value

 

Skr mn

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Total

 

Borrowing from credit institutions

 

 

5,267

 

 

5,267

 

5,283

 

Borrowing from the public

 

 

61

 

 

61

 

61

 

Senior securities issued

 

 

170,202

 

 

170,202

 

169,286

 

Subordinated securities issued

 

 

2,077

 

 

2,077

 

2,088

 

Total financial liabilities in fair value hiearchy

 

 

177,607

 

 

177,607

 

176,718

 

 

Financial assets reported at amortized cost in fair value hierarchy

 

Consolidated Group

 

December 31, 2014

Loans and accounts receivable

 

Fair value

 

Book value

 

Skr mn

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Total

 

Cash and cash equivalents

 

7,099

 

 

 

7,099

 

7,099

 

Treasuries/governments bonds

 

 

 

 

 

 

Other interest-bearing securities except loans

 

489

 

6,813

 

 

7,302

 

7,408

 

Loans in the form of interest-bearing securities

 

2,303

 

51,003

 

 

53,306

 

51,782

 

Loans to credit institutions

 

 

25,533

 

 

25,533

 

25,510

 

Loans to the public

 

 

151,543

 

 

151,543

 

149,240

 

Total financial assets in fair value hierarchy

 

9,891

 

234,892

 

 

244,783

 

241,039

 

 

F- 41



Table of Contents

 

Financial liabilities reported at amortized cost in fair value hierarchy

 

Consolidated Group

 

December 31, 2014

 

Other financial liabilities

 

Fair value

 

Book value

 

Skr mn

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Total

 

Borrowing from credit institutions

 

 

8,350

 

 

8,350

 

8,290

 

Borrowing from the public

 

 

63

 

 

63

 

63

 

Senior securities issued

 

 

192,987

 

 

192,987

 

191,577

 

Subordinated securities issued

 

 

1,937

 

 

1,937

 

1,945

 

Total financial liabilities in fair value hiearchy

 

 

203,337

 

 

203,337

 

201,875

 

 

Financial assets reported at fair value in fair value hierarchy

 

 

 

December 31, 2015

 

Consolidated Group

 

Financial assets at fair value through profit or loss

 

Available-for-sale

 

Skr mn

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

Treasuries/governments bonds

 

 

 

 

 

2,006

 

 

 

2,006

 

Other interest-bearing securities except loans

 

1,191

 

116

 

261

 

1,568

 

1,244

 

36,817

 

 

38,061

 

Loans in the form of interest-bearing securities

 

271

 

457

 

 

728

 

 

 

 

 

Loans to credit institutions

 

 

 

 

 

 

 

 

 

Loans to the public

 

 

 

 

 

 

 

 

 

Derivatives

 

13

 

10,771

 

1,888

 

12,672

 

 

 

 

 

Total financial assets in fair value hierarchy

 

1,475

 

11,344

 

2,149

 

14,968

 

3,250

 

36,817

 

 

40,067

 

 

Financial liabilities reported at fair value in fair value hierarchy

 

 

 

December 31, 2015

 

Consolidated Group

 

Financial liabilities at fair value through profit or loss

 

Skr mn

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Borrowing from credit institutions

 

 

 

 

 

Borrowing from the public

 

 

 

 

 

Senior securities issued

 

 

20,217

 

38,709

 

58,926

 

Derivatives

 

23

 

19,169

 

4,439

 

23,631

 

Subordinated securities issued

 

 

 

 

 

Total financial liabilities in fair value hiearchy

 

23

 

39,386

 

43,148

 

82,557

 

 

During the period January to December 2015 no assets or liabilities were transferred from Level 1 to Level 2. Transfers to Level 3 of both assets and liabilities totalled Skr 236 million due to non-observable market data.

 

Financial assets reported at fair value in fair value hierarchy

 

 

 

December 31, 2014

 

Consolidated Group

 

Financial assets at fair value through profit or loss
or through other comprehensive income

 

Available-for-Sale

 

Skr mn

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

Treasuries/governments bonds

 

 

 

 

 

3,458

 

 

 

3,458

 

Other interest-bearing securities except loans

 

1,291

 

113

 

266

 

1,670

 

1,321

 

55,999

 

 

57,320

 

Loans in the form of interest-bearing securities

 

855

 

503

 

 

1,358

 

 

 

 

 

Loans to credit institutions

 

 

 

 

 

 

 

 

 

Loans to the public

 

 

 

 

 

 

 

 

 

Derivatives

 

12

 

12,439

 

3,566

 

16,017

 

 

 

 

 

Total financial assets in fair value hierarchy

 

2,158

 

13,055

 

3,832

 

19,045

 

4,779

 

55,999

 

 

60,778

 

 

F- 42


 


Table of Contents

 

Financial liabilities reported at fair value in fair value hierarchy

 

 

 

December 31, 2014

 

Consolidated Group

 

Financial liabilities at fair value through profit or loss or through other comprehensive income

 

Skr mn

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Borrowing from credit institutions

 

 

 

 

 

Borrowing from the public

 

 

 

 

 

Senior securities issued

 

 

27,504

 

54,756

 

82,260

 

Derivatives

 

44

 

15,624

 

3,218

 

18,886

 

Subordinated securities issued

 

 

 

 

 

Total financial liabilities in fair value hiearchy

 

44

 

43,128

 

57,974

 

101,146

 

 

During 2014 no assets or liabilities were transferred between Level 1 and Level 2. Transfers to Level 3 of liabilities totalled Skr 8 million as a result of observable market data no longer being available.

 

Financial assets at fair value in level 3

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains (+) and
losses (-)

 

Gains and losses
in

 

 

 

Of which
unrealized
gains (+) and
losses (-)

 

Consolidated Group

 

January 1,

 

 

 

Settlements &

 

 

 

Transfers

 

through profit

 

comprehensive

 

December

 

through profit

 

Skr mn

 

2015

 

Purchases

 

sales

 

Transfers to level 3

 

from level 3

 

or loss (1)

 

income

 

31, 2015

 

or loss

 

Other interest-bearing securities except loans

 

266

 

261

 

-260

 

0

 

 

-7

 

 

261

 

-5

 

Derivatives

 

3,566

 

113

 

-2,060

 

22

 

 

247

 

 

1,888

 

-857

 

Total financial assets at fair value in level 3

 

3,832

 

374

 

-2,320

 

22

 

 

240

 

 

2,149

 

-862

 

 

Financial liabilities at fair value in level 3

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains (-) and
losses (+)

 

Gains and losses
in

 

 

 

Of which
unrealized
gains (-) and
losses (+)

 

Consolidated Group

 

January 1,

 

 

 

Settlements &

 

 

 

Transfers

 

through profit

 

comprehensive

 

December

 

through profit

 

Skr mn

 

2015

 

Issues

 

buy-backs

 

Transfers to level 3

 

from level 3

 

or loss (1)

 

income

 

31, 2015

 

or loss

 

Senior securities issued

 

54,756

 

11,970

 

-30,443

 

214

 

 

2,211

 

 

38,709

 

-2,520

 

Derivatives

 

3,218

 

1,099

 

-1,081

 

 

 

1,202

 

 

4,439

 

1,526

 

Total financial liabilities at fair value in level 3

 

57,974

 

13,069

 

-31,524

 

214

 

 

3,413

 

 

43,148

 

-994

 

 

Financial assets at fair value in level 3

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains (+) and
losses (-)

 

Gains and losses
in

 

 

 

Of which
unrealized
gains (+) and
losses (-)

 

Consolidated Group

 

January 1,

 

 

 

Settlements &

 

 

 

Transfers

 

through profit

 

comprehensive

 

December

 

through profit

 

Skr mn

 

2014

 

Purchases

 

sales

 

Transfers to level 3

 

from level 3

 

or loss (1)

 

income

 

31, 2014

 

or loss

 

Other interest-bearing securities except loans

 

262

 

 

 

 

 

4

 

 

266

 

5

 

Derivatives

 

3,631

 

-20

 

-1,453

 

 

 

1,408

 

 

3,566

 

3,114

 

Total financial assets at fair value in level 3

 

3,893

 

-20

 

-1,453

 

 

 

1,412

 

 

3,832

 

3,119

 

 

Financial liabilities at fair value in level 3

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains (-) and
losses (+)

 

Gains and losses
in

 

 

 

Of which
unrealized
gains (-) and
losses (+)

 

Consolidated Group

 

January 1,

 

 

 

Settlements &

 

 

 

Transfers

 

through profit

 

comprehensive

 

December

 

through profit

 

Skr mn

 

2015

 

Issues

 

buy-backs

 

Transfers to level 3

 

from level 3

 

or loss (1)

 

income

 

31, 2015

 

or loss

 

Senior securities issued

 

55,393

 

11,419

 

-24,316

 

8

 

 

12,252

 

 

54,756

 

3,803

 

Derivatives

 

3,508

 

920

 

-460

 

 

 

-750

 

 

3,218

 

-23

 

Total financial liabilities at fair value in level 3

 

58,901

 

12,339

 

-24,776

 

8

 

 

11,502

 

 

57,974

 

3,780

 

 


(1) Gains and losses through profit or loss, including the impact of exchange-rates is reported as net results of financial transactions. The unrealized fair value changes for assets and liabilities held as of December 31, 2015 amount to Skr 0.1 billion profit (year-end 2014: Skr 0.7 billion loss) and are reported as net results of financial transactions

 

F- 43



Table of Contents

 

Uncertainty of valuation of Level 3 instruments

 

As the estimation of the parameters included in the models to calculate the market value of level-3-instruments is associated with subjectivity and uncertainty, SEK has, in accordance with IFRS 13, conducted an analysis of the difference in fair value of level-3-instruments using other reasonably possible parameter values. Option models and discounted cash flows are used to value the instruments in level 3. For level-3-instruments with a longer duration where extrapolated discount curves are used, a sensitivity analysis has been conducted with regards to the interest. The revaluation of the portfolio is made by an interest rate shift of +/– 10 basis points. For the level-3-instruments that are significantly affected by different types of correlations, which are not based on observable market data, a revaluation has been made by shifting the correlations. The base for this sensitivity analysis is therefore revaluation of the relevant part of the portfolio, where the correlations have been adjusted by +/– 10 percentage points. After the revaluation is performed, the max/min value for each transaction is singled out. For level-3- instruments that are significantly affected by non-observable market data such as SEK’s own creditworthiness, a revaluation has been made by shifting the credit curve. The revaluation is made by shifting the funding spreads by +/- 10 basis points, which has been assessed as a reasonable change of SEK’s funding spread. The analysis shows the impact of the non-observable market data on the market value. In addition to this, the market value will be affected by observable market data.

 

The result of the analysis corresponds with SEK’s business model where issued securities are linked with a hedging derivative. This means that an increase or decrease in fair value of the issued security, excluding SEK’s own credit spread, is offset by an equally large increase or decrease of fair value in the derivative due to the underlying market data in the security which is also used to evaluate the derivative.

 

F- 44



Table of Contents

 

Sensitivity analysis - level 3 assets

 

 

 

December 31, 2015

 

Skr mn

 

Fair value

 

Unobservable
input

 

Range of
estimates for
unobservable
input(1)

 

Valuation method

 

Sensitivity
max

 

Sensitivity
min

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate

 

261

 

Credit spreads

 

10BP - (10BP)

 

Discounted cash flow

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sum other interest-bearing securities except loans

 

261

 

 

 

 

 

 

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

178

 

Correlation

 

00.41 - (0.74)

 

Option Model

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate

 

1,015

 

Correlation

 

00.18 - (0.20)

 

Option Model

 

-178

 

173

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FX

 

695

 

Correlation

 

00.71 - (0.74)

 

Option Model

 

7

 

-9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

0

 

Correlation

 

00.70 - (0.14)

 

Option Model

 

-1

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sum derivatives

 

1,888

 

 

 

 

 

 

 

-172

 

165

 

Sum Assets

 

2,149

 

 

 

 

 

 

 

-172

 

165

 

 

Sensitivity analysis - level 3 liabilities

 

 

 

December 31, 2015

 

Skr mn

 

Fair value

 

Unobservable
input

 

Range of
estimates for
unobservable
input(1)

 

Valuation method

 

Sensitivity
max

 

Sensitivity
min

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

-10,655

 

Correlation

 

0.41 - (0.74)

 

Option Model

 

5

 

-6

 

 

 

 

 

Credit spreads

 

10BP - (10BP)

 

Discounted cash flow

 

18

 

-18

 

Interest rate

 

-23,865

 

Correlation

 

0.18 - (0.20)

 

Option Model

 

181

 

-174

 

 

 

 

 

Credit spreads

 

10BP - (10BP)

 

Discounted cash flow

 

110

 

-110

 

FX

 

-4,049

 

Correlation

 

0.71 - (0.74)

 

Option Model

 

-52

 

49

 

 

 

 

 

Credit spreads

 

10BP - (10BP)

 

Discounted cash flow

 

91

 

-91

 

Other

 

-140

 

Correlation

 

0.70- (0.14)

 

Option Model

 

1

 

-1

 

 

 

 

 

Credit spreads

 

10BP - (10BP)

 

Discounted cash flow

 

5

 

-5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sum senior securities issued

 

-38,709

 

 

 

 

 

 

 

359

 

-356

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

-1,175

 

Correlation

 

0.41 - (0.74)

 

Option Model

 

-5

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate

 

-2

 

Correlation

 

0.18 - (0.20)

 

Option Model

 

-1

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FX

 

-3,104

 

Correlation

 

0.71 - (0.74)

 

Option Model

 

44

 

-39

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

-158

 

Correlation

 

0.70- (0.14)

 

Option Model

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sum derivatives

 

-4,439

 

 

 

 

 

 

 

38

 

-31

 

Sum Liabilities

 

-43,148

 

 

 

 

 

 

 

397

 

-387

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total effect on profit or loss(2)

 

 

 

 

 

 

 

 

 

225

 

-222

 

 


(1) Represents the range of correlations that SEK has determined market participants would use when pricing the instruments. The structures are represented both in the bond and in the derivative hedging the bond. The sensitivity analysis is based on a consistent shift in interval for correlation between 0.1 and -0.1. The correlation is expressed as a value between 1 and -1, where 0 indicates no relationship, 1 indicates maximum positive relationship and -1 indicates maximum negative relationship, the maximum correlation in the range of unobservable inputs can thus be from 1 to -1. . The table presents the scenario analysis of the effect on Level 3 instruments, with maximum positive and negative changes.

 

F- 45



Table of Contents

 

(2) Of the total impact on profit or loss the sensitivity effect from SEK’s own credit spread was Skr 224 million at maximum scenario and Skr -224 million at minimal scenario.

 

Sensitivity analysis - level 3 assets

 

 

 

December 31, 2014

 

Skr mn 

 

Fair value

 

Unobservable
input

 

Range of
estimates for
unobservable
input(1)

 

Valuation method

 

Sensitivity
max

 

Sensitivity
min

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate

 

266

 

Credit spreads

 

10BP - (10BP)

 

Discounted cash flow

 

-1

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sum other interest-bearing securities except loans

 

266

 

 

 

 

 

 

 

-1

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

372

 

Correlation

 

0.76 - (0.46)

 

Option Model

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate

 

2,064

 

Correlation

 

0.11 - (0.20)

 

Option Model

 

-186

 

169

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FX

 

1,120

 

Correlation

 

0.77 - (0.59)

 

Option Model

 

21

 

-20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

10

 

Correlation

 

0.87 - (0.59)

 

Option Model

 

0

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sum derivatives

 

3,566

 

 

 

 

 

 

 

-165

 

150

 

Sum Assets

 

3,832

 

 

 

 

 

 

 

-166

 

151

 

 

Sensitivity analysis - level 3 liabilities

 

 

 

December 31, 2014

 

Skr mn 

 

Fair value

 

Unobservable
input

 

Range of
estimates for
unobservable
input(1)

 

Valuation method

 

Sensitivity
max

 

Sensitivity
min

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

-9,919

 

Correlation

 

0.76 - (0.46)

 

Option Model

 

3

 

-2

 

 

 

 

 

Credit spreads

 

10BP - (10BP)

 

Discounted cash flow

 

9

 

-9

 

Interest rate

 

-28,214

 

Correlation

 

0.11 - (0.20)

 

Option Model

 

188

 

-170

 

 

 

 

 

Credit spreads

 

10BP - (10BP)

 

Discounted cash flow

 

124

 

-124

 

FX

 

-16,245

 

Correlation

 

0.77 - (0.59)

 

Option Model

 

-63

 

63

 

 

 

 

 

Credit spreads

 

10BP - (10BP)

 

Discounted cash flow

 

84

 

-84

 

Other

 

-377

 

Correlation

 

0.87 - (0.59)

 

Option Model

 

0

 

-1

 

 

 

 

 

Credit spreads

 

10BP - (10BP)

 

Discounted cash flow

 

12

 

-12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sum senior securities issued

 

-54,755

 

 

 

 

 

 

 

357

 

-339

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

-1,201

 

Correlation

 

0.76 - (0.46)

 

Option Model

 

-2

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate

 

-3

 

Correlation

 

0.11 - (0.20)

 

Option Model

 

-6

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FX

 

-1,892

 

Correlation

 

0.77 - (0.59)

 

Option Model

 

39

 

-41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

-123

 

Correlation

 

0.87 - (0.59)

 

Option Model

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sum derivatives

 

-3,219

 

 

 

 

 

 

 

31

 

-35

 

Sum Liabilities

 

-57,974

 

 

 

 

 

 

 

388

 

-374

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total effect on profit or loss(2)

 

 

 

 

 

 

 

 

 

222

 

-223

 

 

F- 46



Table of Contents

 


(1) Represents the range of correlations that SEK has determined market participants would use when pricing the instruments. The structures are represented both in the bond and in the derivative hedging the bond. The sensitivity analysis is based on a consistent shift in interval for correlation between 0.1 and -0.1. The correlation is expressed as a value between 1 and -1, where 0 indicates no relationship, 1 indicates maximum positive relationship and -1 indicates maximum negative relationship, the maximum correlation in the range of unobservable inputs can thus be from 1 to -1.  The table presents the scenario analysis of the effect on Level 3 instruments, with maximum positive and negative changes.

 

(2) Of the total impact on profit or loss the sensitivity effect from SEK’s own credit spread was Skr 228 million at maximum scenario and Skr -228 million at minimal scenario.

 

Note 14. Derivatives

 

Consolidated Group

 

December 31, 2015

 

December 31, 2014

 

Derivatives by categories

 

Assets

 

Liabilities

 

Nominal

 

Assets

 

Liabilities

 

Nominal

 

Skr mn

 

Fair value

 

Fair value

 

amounts

 

Fair value

 

Fair value

 

amounts

 

Interest rate-related contracts

 

5,582

 

8,225

 

221,515

 

6,421

 

7,730

 

204,820

 

Currency-related contracts

 

6,548

 

13,745

 

116,290

 

8,759

 

9,349

 

151,933

 

Equity-related contracts

 

542

 

1,497

 

16,089

 

819

 

1,416

 

15,453

 

Contracts related to commodities, credit risk, etc.

 

 

164

 

1,978

 

18

 

391

 

3,674

 

Total derivatives

 

12,672

 

23,631

 

355,872

 

16,017

 

18,886

 

375,880

 

 

Consolidated Group

 

December 31, 2015

 

December 31, 2014

 

of which derivatives used for economic hedges,
accounted for as held-for-trading under IAS39

 

Assets

 

Liabilities

 

Nominal

 

Assets

 

Liabilities

 

Nominal

 

Skr mn

 

Fair value

 

Fair value

 

amounts

 

Fair value

 

Fair value

 

amounts

 

Interest rate-related contracts

 

3,535

 

6,296

 

114,279

 

3,834

 

5,295

 

88,546

 

Currency-related contracts

 

2,136

 

9,671

 

71,631

 

4,371

 

6,218

 

98,075

 

Equity-related contracts

 

542

 

1,497

 

16,089

 

819

 

1,416

 

15,453

 

Contracts related to commodities, credit risk, etc.

 

 

164

 

1,978

 

18

 

390

 

3,674

 

Total derivatives

 

6,213

 

17,628

 

203,977

 

9,042

 

13,319

 

205,748

 

 

Consolidated Group

 

December 31, 2015

 

December 31, 2014

 

of which derivatives used for hedge
accounting (1)

 

Assets

 

Liabilities

 

Nominal

 

Assets

 

Liabilities

 

Nominal

 

Skr mn

 

Fair value

 

Fair value

 

amounts

 

Fair value

 

Fair value

 

amounts

 

Interest rate-related contracts

 

2,047

 

1,929

 

107,236

 

2,587

 

2,436

 

116,274

 

Currency-related contracts

 

4,412

 

4,074

 

44,659

 

4,388

 

3,131

 

53,858

 

Equity-related contracts

 

 

 

 

 

 

 

Contracts related to commodities, credit risk, etc.

 

 

 

 

 

 

 

Total derivatives

 

6,459

 

6,003

 

151,895

 

6,975

 

5,567

 

170,132

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Of which cash-flow hedges

 

 

 

 

 

 

 

1 Of which fair-value hedges

 

6,459

 

6,003

 

151,895

 

6,975

 

5,567

 

170,132

 

 

F- 47



Table of Contents

 

Consolidated Group

 

December 31, 2015

 

Derivatives used as fair-value hedge

 

 

 

1 month  <

 

3 months  <

 

1 year  <

 

 

 

Skr mn

 

<  1 month

 

3 months

 

1 year

 

5 years

 

> 5 years

 

Cash inflows (assets)

 

47

 

238

 

700

 

3,428

 

459

 

Cash outflows (liabilities)

 

8

 

56

 

-977

 

-1,526

 

-869

 

Net cash inflow

 

55

 

294

 

-277

 

1,902

 

-410

 

 

Consolidated Group

 

December 31, 2014

 

Derivatives used as fair-value hedge

 

 

 

1 month  <

 

3 months  <

 

1 year  <

 

 

 

Skr mn

 

<  1 month

 

3 months

 

1 year

 

5 years

 

> 5 years

 

Cash inflows (assets)

 

81

 

510

 

2,231

 

4,183

 

1,003

 

Cash outflows (liabilities)

 

-85

 

-203

 

-574

 

-1,806

 

-1,146

 

Net cash inflow

 

-4

 

307

 

1,657

 

2,377

 

-143

 

 

Cash-flow hedges reclassified to profit or loss during the year

 

Skr mn

 

2015

 

2014

 

2013

 

Interest income

 

217

 

294

 

279

 

Interest expense

 

 

 

 

Total

 

217

 

294

 

279

 

 

In accordance with SEK’s policies with regard to counterparty, interest rate, currency exchange-rate, and other exposures, SEK uses, and is a party to, different kinds of derivative instruments, mostly various interest rate-related and currency exchange-rate-related contracts. These contracts are carried at fair value in the statements of financial position on a contract-by-contract basis.

 

SEK uses derivatives (primarily) to hedge risk exposure inherent in financial assets and liabilities. Derivatives are measured at fair value by using market quoted rates where available. If market quotes are not available, valuation models are used. SEK uses models to adjust the net exposure fair value for changes in counterparties’ credit quality. The models used include both directly observable and non-observable market parameters.

 

Some credit default swap contracts are derivatives and are accordingly classified as financial assets or liabilities at fair value through profit or loss, whereas others are classified as financial guarantees and therefore carried at amortized cost. As of December 31, 2015, the total nominal amount of financial guarantees documented as derivatives and classified as financial guarantees was Skr 2,975 million (year-end 2014: Skr 4,854 million).

 

The majority of SEK’s derivative contracts are what are known as OTC (over the counter) derivatives, i.e. derivative contracts that are not transacted on an exchange. SEK’s derivative transactions that are not transacted on an exchange are entered into under ISDA Master Netting Agreements. In general, under such agreements the amounts owed by each counterparty in respect of all transactions outstanding in the same currency under the agreement are aggregated into a single net amount payable by one party to the other. In certain circumstances, for example when a credit event such as a default occurs and all outstanding transactions under the agreement are terminated, the termination value is assessed and only a single net amount is due or payable in settlement of all transactions. SEK endeavors to only enter into derivatives transactions with counterparties in jurisdictions where such netting is enforceable when such events occur.

 

The above ISDA arrangements do not meet the criteria for offsetting in the statement of financial position. This is because such agreements create a right of set-off of recognized amounts that is enforceable only following an event of default, insolvency or bankruptcy of SEK or the counterparties. In addition, SEK and its counterparties do not intend to settle on a net basis or to realize the assets and settle the liabilities simultaneously.

 

The ISDA Master Netting Agreements are complemented by supplementary agreements providing for the collateralization of counterparty exposure. SEK receives and accepts collateral in the form of cash. Such collateral is subject to the standard industry terms of ISDA Credit Support Annex.

 

The disclosures set out in the tables below include financial assets and financial liabilities that are subject to an enforceable master netting arrangement or similar agreement that cover similar financial instruments. SEK only enters into derivative transactions that are subject to enforceable master netting agreements or similar agreements. SEK has no financial assets or liabilities that are offset in the statement of financial position.

 

F- 48



Table of Contents

 

Financial assets subject to offsetting, enforceable master netting arrangements and similar agreements

 

 

 

December 31, 2015

 

December 31, 2014

 

Skr mn

 

Derivatives

 

Derivatives

 

Gross amounts of recognized financial assets

 

12,672

 

16,017

 

Amounts offset in the statement of financial position

 

 

 

Net amounts of financial assets presented in the statement of finacial position

 

12,672

 

16,017

 

Amounts subject to an enforceable master netting arrangement or similar agreement not offset in the statement of financial position related to:

 

 

 

 

 

Financial instruments

 

-8,733

 

-8,585

 

Cash collateral received

 

-3,558

 

-6,762

 

Net amount

 

381

 

670

 

 

Financial liabilities subject to offsetting, enforceable master netting arrangements and similar agreements

 

 

 

December 31, 2015

 

December 31, 2014

 

Skr mn

 

Derivatives

 

Derivatives

 

Gross amounts of recognized financial liabilities

 

23,631

 

18,886

 

Amounts offset in the statement of financial position

 

 

 

Net amounts of financial liabilities presented in the statement of finacial position

 

23,631

 

18,886

 

Amounts subject to an enforceable master netting arrangement or similar agreement not offset in the statement of financial position related to:

 

 

 

 

 

Financial instruments

 

-8,733

 

-8,585

 

Cash collateral paid

 

-9,614

 

-7,125

 

Net amount

 

5,284

 

3,176

 

 

Note 15. Shares

 

Venantius AB is domiciled in Stockholm, Sweden, and is wholly owned by AB Svensk Exportkredit. The net profit for the year amounts to Skr 1 million (2014: Skr 2 million; 2013: Skr 8 million).

 

Shares in subsidiaries
Skr mn

 

December 31, 2015

 

December 31, 2014

 

 

Book 
value

 

Number of 
shares

 

Book 
value

 

Number of 
shares

 

Venantius AB (reg no 556449-5116)

 

17

 

5,000,500

 

17

 

5,000,500

 

 

F- 49



Table of Contents

 

Note 16. Other assets

 

 

 

Consolidated Group

 

 

 

December 31,

 

December 31,

 

Skr mn

 

2015

 

2014

 

Realized claim against the State

 

13

 

12

 

Unrealized claim against the State for revaluation of derivatives of the S-system

 

974

 

1,153

 

Current tax claim

 

 

2

 

Cash receivables, funding operations

 

797

 

658

 

Other

 

70

 

228

 

Total

 

1,854

 

2,053

 

 

Note 17. Prepaid expenses and accrued revenues

 

 

 

Consolidated Group

 

Skr mn

 

December 31,
2015

 

December 31,
2014

 

Interest revenues accrued

 

1,932

 

2,057

 

Prepaid expenses and other accrued revenues

 

40

 

33

 

Total

 

1,972

 

2,090

 

 

Note 18. Debt

 

DEBT AS PER CATEGORIES

 

 

 

Consolidated Group

 

 

 

December 31, 2015

 

Skr mn

 

Total debt 
excluding 
senior 
securities 
issued

 

Total senior 
securities issued

 

Total

 

 

 

 

 

 

 

 

 

Exchange-rate related contracts

 

 

58,049

 

58,049

 

Interest rate related contracts

 

5,283

 

153,926

 

159,209

 

Equity related contracts

 

 

16,072

 

16,072

 

Contracts related to raw materials, credit risk etc

 

61

 

165

 

226

 

Total debt outstanding

 

5,344

 

228,212

 

233,556

 

 

 

 

 

 

 

 

 

Of which denominated in:

 

 

 

 

 

 

 

Swedish Kronor

 

 

 

 

 

3,244

 

Other currencies

 

 

 

 

 

230,312

 

 

F- 50



Table of Contents

 

 

 

Consolidated Group

 

 

 

December 31, 2014

 

Skr mn

 

Total debt 
excluding 
senior 
securities 
issued

 

Total senior 
securities issued

 

Total

 

 

 

 

 

 

 

 

 

Exchange-rate related contracts

 

 

80,675

 

80,675

 

Interest rate related contracts

 

8,353

 

160,728

 

169,081

 

Equity related contracts

 

 

15,326

 

15,326

 

Contracts related to raw materials, credit risk etc

 

 

17,110

 

17,110

 

Total debt outstanding

 

8,353

 

273,839

 

282,192

 

 

 

 

 

 

 

 

 

Of which denominated in:

 

 

 

 

 

 

 

Swedish Kronor

 

 

 

 

 

5,358

 

Other currencies

 

 

 

 

 

276,834

 

 

Contracts have been categorized based on the contracts’ main properties. If all properties were taken into account, a transaction could be contained in several categories.

 

SEK has the following major borrowing programs in place:

 

Skr mn

 

Value outstanding (1)

 

Borrowing programs

 

December 31, 2015

 

December 31, 2014

 

Medium-term note programs:

 

 

 

 

 

Unlimited Euro Medium-Term Note Programme

 

117,239

 

150,558

 

Unlimited SEC-registered U.S. Medium-Term Note Programme

 

99,295

 

98,252

 

Unlimited Swedish Medium-Term Note Programme

 

247

 

319

 

Skr 8,000,000,000 Swedish Medium-Term Note Programme

 

105

 

1,340

 

Unlimited MTN/STN AUD Debt Issuance Programme

 

1,842

 

1,425

 

Commercial paper programs:

 

 

 

 

 

USD 3,000,000,000 U.S. Commercial Paper Programme

 

3,340

 

4,761

 

USD 4,000,000,000 Euro-Commercial Paper Programme

 

1,251

 

5,388

 

 


(1) Amortized cost excluding fair value adjustments.

 

Note 19. Other liabilities

 

 

 

Consolidated Group

 

 

 

December 31,

 

December 31,

 

Skr mn

 

2015

 

2014

 

Cash payables, debt purchases

 

1,354

 

2,672

 

Other

 

283

 

382

 

Total

 

1,637

 

3,054

 

 

F- 51



Table of Contents

 

Note 20. Accrued expenses and prepaid revenues

 

 

 

Consolidated Group

 

 

 

December 31,

 

December 31,

 

Skr mn

 

2015

 

2014

 

Interest expenses accrued

 

1,768

 

1,867

 

Other accrued expenses and prepaid revenues

 

144

 

147

 

Total

 

1,912

 

2,014

 

 

Note 21. Provisions

 

 

 

Consolidated Group

 

 

 

December 31,

 

December 31,

 

Skr mn

 

2015

 

2014

 

Pension liabilities (see Note 5)

 

17

 

66

 

Long term employee benefit

 

13

 

21

 

Termination reserve

 

9

 

10

 

Total

 

39

 

97

 

 

Note 22. Subordinated debt securities

 

 

 

Consolidated Group

 

 

 

December 31,

 

December 31,

 

Skr mn

 

2015

 

2014

 

Fixed Rate Resettable Dated Subordinated Instruments(1)

 

2,088

 

1,945

 

Total subordinated debt outstanding

 

2,088

 

1,945

 

 

 

 

 

 

 

Of which denominated in:

 

 

 

 

 

Swedish kronor

 

 

 

Foreign currencies

 

2,088

 

1,945

 

 


(1) Nominal value USD 250 million fixed rate resettable dated subordinated instruments (ISIN XS0992306810) due November 14, 2023 (the dated subordinated instruments) were issued by SEK, 556084-0315, under the regulatory framework in effect on November 14th, 2013 (the issue date) at a price of 99.456 percent of aggregate nominal amount. English law applies to the dated subordinated instruments.

 

SEK’s dated subordinated instruments will bear interest (i) from (and including) the issue date, to (but excluding) November 14, 2018 (the optional redemption date (call)) at the rate of 2.875 percent per annum payable semi-annually in arrears on May 14 and November 14 in each year commencing on May 14, 2014 and ending on November 14, 2018 and (ii) from (and including) the optional redemption date (call) to (but excluding) November 14, 2023 (the maturity date) at a rate of 1.45 percent per annum above the applicable swap rate for USD swap transactions with a maturity of five years determined in accordance with market convention and payable semi-annually in arrears on May 14 and November 14 in each year commencing on May 14, 2019 and ending on the maturity date.

 

Unless previously redeemed or purchased and cancelled, SEK’s dated subordinated instruments will be redeemed at their principal amount on the maturity date. Subject to certain conditions as provided in the applicable terms and conditions, the dated subordinated instruments may be redeemed at the option of SEK in whole, but not in part, (i) on the optional redemption date (call), (ii) at any time for certain withholding tax reasons or (iii) at any time upon the occurrence of a capital event (as defined in the applicable terms and conditions), in each case at their principal amount together with interest accrued to (but excluding) the date of redemption. Redemption is subject to the prior consent of the Swedish F S A.

 

Total interest cost during 2015 related to subordinated debt amounts to Skr 51 million (2014:Skr 59 million) of which Skr 8 million (2014:Skr 7 million) represents accrued interest.

 

The accrued interest related to the subordinated debt, has been included in the item “Accrued expenses and prepaid revenues”.

 

F- 52



Table of Contents

 

Subordinated debt means debt for which, in the event of the obligor being declared bankrupt, the holder would be repaid after other creditors, but before shareholders.

 

Note 23. Equity

 

 

 

Consolidated Group

 

Skr mn

 

December 31,
2015

 

December 31,
2014

 

Share capital

 

3,990

 

3,990

 

Reserves

 

 

 

 

 

Hedge reserve

 

228

 

398

 

Fair value reserve

 

-1

 

5

 

Retained earnings

 

12,611

 

11,764

 

 

 

 

 

 

 

Total Equity

 

16,828

 

16,157

 

 

The total number of shares is 3,990,000 with a quoted value of Skr 1,000.

 

The hedge reserve comprises the cumulative effective portion of hedging derivatives in connection with cash flow hedges and is reported in other comprehensive income. The hedge reserve is reported net after-tax.

 

The fair value reserve is displayed as after-tax difference between fair value and amortized cost recognized through other comprehensive income related to available-for-sale securities. In the cases in which an asset available-for-sale is included in a hedge relationship, the reserve includes the difference between the fair value and the amortized cost value revalued at fair value with regard to the risk being hedged. The difference normally consists of the cumulative change in the credit spread. After reclassification as of July 1, 2008, the fair value reserves are amortized over the remaining life of these reclassified assets. From 2009 new assets in the category available-for-sale have been acquired. Of the reserve represented interestbearing securities with positive changes in fair value amounted to Skr 25 million (year-end 2014: Skr 16 million), Skr -22 million, (year-end 2014: Skr -13 million) represented interest-bearing securities with negative changes in fair value and Skr 0 million (year-end 2014: Skr 0 million) remained from the reclassification in 2008.

 

The entire equity is attributable to the shareholder of the Parent Company.

 

According to the Swedish Annual Accounts Act for Credit Institutions and Securities Companies, the non-distributable capital for the Consolidated Group at year-end amounted to Skr 6,744 million (year-end 2014: Skr 6,746 million) and distributable capital amounted to Skr 10,084 million (year-end 2014: Skr 9,411 million).

 

For information on the objectives, policies and processes for managing capital, see Note 29 to the Consolidated Financial Statements.

 

Note 24.  S-system

 

SEK administers, for a compensation of 0.25 percent on outstanding loans in the Swedish State’s export credit support system, and the State’s related aid credit program (together the “S-system”). In accordance with its assignment in an owner’s instruction to the company issued by the Swedish State, SEK manages the granting of loans in the S-system. The remuneration from the S-system to SEK in accordance with the owner’s instruction, which amounted to Skr 123 million for the period (2014: Skr 117 million; 2013: Skr 105 million), is shown as a part of interest revenues in the statement of comprehensive income for SEK. ). The assets and liabilities of the S-system are included in SEK’s statement of financial position. CIRR loans (Commercial Interest Reference Rate) represent one of the two loan types in the S-system, the other being concessionary loans. The net result in the S-system for 2015 amounted to Skr 112 million (2014: Skr 53 million; 2013: Skr 209 million), of which the net result for the CIRR loans represented Skr 164 million (2014: Skr 100 million; 2013: Skr 254 million).

 

F- 53



Table of Contents

 

Statement of comprehensive income for the S-system

 

Skr mn

 

2015

 

2014

 

2013

 

Interest revenues

 

1,222

 

1,112

 

1,119

 

Interest expenses

 

-1,001

 

-972

 

-903

 

Net interest revenues

 

221

 

140

 

216

 

Interest compensation

 

13

 

32

 

95

 

Remuneration to SEK

 

-123

 

-117

 

-105

 

Foreign exchange-rate effects

 

1

 

-2

 

3

 

Reimbursement to (-) / from (+) the State

 

-112

 

-53

 

-209

 

Net result

 

0

 

0

 

0

 

 

Statement of financial position for the S-system (included in SEK’s statements of financial position)

 

Skr mn

 

December 31,
2015

 

December 31,
2014

 

 

 

Cash and cash equivalents

 

1

 

25

 

 

 

Loans

 

44,077

 

48,298

 

 

 

Derivatives

 

213

 

75

 

 

 

Other assets

 

1,133

 

1,211

 

 

 

Prepaid expenses and accrued revenues

 

328

 

302

 

 

 

Total assets

 

45,752

 

49,911

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

44,215

 

48,271

 

 

 

Derivatives

 

1,186

 

1,230

 

 

 

Accrued expenses and prepaid revenues

 

351

 

410

 

 

 

Equity

 

 

 

 

 

Total liabilities and equity

 

45,752

 

49,911

 

 

 

 

 

 

 

 

 

 

 

Commitments

 

 

 

 

 

 

 

Committed undisbursed loans

 

54,638

 

7,528

 

 

 

Binding offers

 

2,273

 

49,833

 

 

 

 

Results under the S-System by type of loan

 

 

 

CIRR loans

 

Concessionary loans

 

Skr mn

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

Net interest revenues

 

271

 

185

 

259

 

-50

 

-45

 

-43

 

Interest compensation

 

13

 

32

 

95

 

 

 

 

Remuneration to SEK

 

-120

 

-115

 

-103

 

-2

 

-2

 

-2

 

Foreign exchange-rate effects

 

0

 

-2

 

3

 

 

 

 

Total

 

164

 

100

 

254

 

-52

 

-47

 

-45

 

 

F- 54



Table of Contents

 

Note 25. Capital Adequacy

 

The total capital ratio of SEK as a consolidated group1, calculated according to the capital requirements regulation (CRR)2 which came into effect on January 1, 2014, was as of December 31, 2015 24.5 percent (year-end 2014: 19.2 percent). The Tier 1 capital ratio was 21.6 percent (year-end 2014: 16.9 percent) and the Common Equity Tier 1 capital ratio was 21.6 percent (year-end 2014: 16.9 percent). As of December 31, 2015, the Basel I floor increased the total capital requirement resulting in a total capital ratio of 23.4 percent (year-end 2014: 19.2 percent). The capital requirement according to the internal ratings based approach (IRB) for exposures to corporate and financial institutions has decreased due to changes in the risk parameters during 2015. The Common Equity Tier 1 capital ratio is 1.9 percentage points higher due to the above stated changes. For further information on capital adequacy, risks, and CRR see Note 29 to the Consolidated Financial Statements.

 


(1)  In this note the term “Consolidated group” corresponds to “the consolidated situation”, as defined by CRR. See Note 1(b) to the Consolidated Financial Statements for details.

 

(2)  Regulation (EU) No 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012.

 

Own funds - Adjusting items

 

 

 

Consolidated Group

 

Skr mn

 

December 31,
2015

 

December 31,
2014

 

Share capital

 

3,990

 

3,990

 

Retained earnings

 

11,404

 

10,522

 

Accumulated other comprehensive income and other reserves

 

247

 

385

 

Independently reviewed profit net of any foreseeable charge or dividend

 

830

 

882

 

Common Equity Tier 1 (CET1) capital before regulatory adjustments(1)

 

16,471

 

15,779

 

Additional value adjustments due to prudent valuation(2)

 

-429

 

-560

 

Intangible assets

 

-109

 

-135

 

Fair value reserves related to gains or losses on cash flow hedges

 

-228

 

-386

 

Gains or losses on liabilities valued at fair value resulting from changes in own credit standing

 

290

 

366

 

Exposure amount of securitization positions which qualify for a risk-weight of 1.250% (3)

 

 

-216

 

Regulatory adjustments relating to unrealized gains pursuant to CRR Article 468

 

 

-62

 

Total regulatory adjustments

 

-476

 

-993

 

Total Common Equity Tier-1 capital

 

15,995

 

14,786

 

Additional Tier 1 capital

 

 

 

Total Tier-1 capital

 

15,995

 

14,786

 

Tier 2-eligible subordinated debt

 

2,088

 

1,953

 

Credit risk adjustments(4)

 

9

 

51

 

Total Tier 2 capital(5)

 

2,097

 

2,004

 

Total Own funds

 

18,092

 

16,790

 

Total Own funds according to Basel I floor

 

18,083

 

16,739

 

 


(1) For a detailed description of the instruments constituting equity, see Note 23 to the Consolidated Financial Statements.

(2) In accordance with CRR, securitized assets with a risk weight of 1250 percent are deducted from own funds, as an alternative to calculating risk exposure amounts for those assets. The deducted amount is the net book value for such assets.

(3) In accordance with FFFS 2014:12, unrealized gains on assets classified as available for sale are not deducted from own funds from January 1, 2015.

(4) For a detailed description of the instruments constituting Tier 2-eligible subordinated debt, see Note 22 to the Consolidated Financial Statements.

(5) Expected loss amount calculated according to the IRB-approach is a gross deduction from own funds. The gross deduction is decreased by impairment related to exposures for which expected loss is calculated. Excess amounts of such impairment will increase own funds. This increase is limited to 0.6 percent of SEK’s risk exposure amount according to the IRB-approach related to exposures to corporates and financial institutions. As of December 31, 2015, the limitation rule had no effect (year-end 2014: no effect).

 

F- 55



Table of Contents

 

Capital Requirements in Accordance with Pillar 1

 

 

 

Consolidated Group

 

 

 

December 31, 2015

 

December 31, 2014

 

Skr mn

 

EAD(1)

 

Risk
exposure
amount

 

Required
capital

 

EAD

 

Risk
exposure
amount

 

Required
capital

 

Credit risk standardized method

 

 

 

 

 

 

 

 

 

 

 

 

 

Central governments

 

141,235

 

760

 

61

 

158,666

 

736

 

59

 

Regional governments

 

13,999

 

 

 

20,891

 

 

 

Multilateral development banks

 

24

 

 

 

319

 

 

 

Corporates

 

1,441

 

1,441

 

115

 

1,207

 

1,207

 

96

 

Total credit risk standardized method

 

156,699

 

2,201

 

176

 

181,083

 

1,943

 

155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit risk IRB method

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial institutions(2)

 

51,805

 

16,437

 

1,315

 

67,293

 

24,186

 

1,935

 

Corporates(3)

 

81,575

 

46,990

 

3,760

 

79,344

 

49,042

 

3,923

 

Securitization positions

 

756

 

241

 

19

 

6,308

 

3,643

 

291

 

Assets without counterparty

 

129

 

129

 

10

 

134

 

134

 

11

 

Total credit risk IRB method

 

134,265

 

63,797

 

5,104

 

153,079

 

77,005

 

6,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit valuation adjustment risk

 

n.a.

 

2,403

 

192

 

n.a.

 

3,340

 

267

 

Foreign exchange-rate risks

 

n.a.

 

1,570

 

126

 

n.a.

 

1,529

 

123

 

Commodities risk

 

n.a.

 

19

 

1

 

n.a.

 

27

 

2

 

Operational risk

 

n.a.

 

3,969

 

318

 

n.a.

 

3,473

 

278

 

Total

 

290,964

 

73,959

 

5,917

 

334,162

 

87,317

 

6,985

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment according to Basel I floor

 

n.a.

 

3,262

 

261

 

n.a.

 

 

 

Total incl Basel I floor

 

n.a.

 

77,221

 

6,178

 

n.a.

 

87,317

 

6,985

 

 


(1) Exposure at default (EAD) shows the size of the outstanding exposure at default.

(2) Of which counterparty risk in derivatives: EAD 4,138 million (year-end 2014: Skr 5,699 million), Risk exposure amount of Skr 1,656 million (year-end 2014: Skr 2,844 million) and Capital requirement of Skr 132 million (year-end 2014: Skr 228 million).

(3) Of which related to specialized lending: EAD Skr 4,085 million (year-end 2014: Skr 2,834 million), Risk exposure amount of Skr 2,806 million (yearend 2014: Skr 1,984 million) and Capital requirement of Skr 224 million (year-end 2014: 159 million).

 

Credit risk by PD grade

 

The tables illustrate the exposure at default (EAD), the portion of the exposure that will be lost in the event of a default (LGD) and the probability of default or cancellation of payments by counterparty (PD) for the exposure classes where PD is estimated internally. Average PD is calculated without consideration of PD floors. Average PD and LGD are weighted by EAD, average risk weight is the quotient of risk exposure amount and EAD. The amounts reported concern the Consolidated Group, the amounts for the Parent Company are essentially the same .

 

F- 56



Table of Contents

 

 

 

December 31, 2015

 

December 31, 2014

 

Consolidated Group
Skr mn

 

AAA
to AA-
0.01-
0.04%

 

A+
to A–
0.05–
0.12%

 

BBB+
to BBB–
0.17–
0.35%

 

BB+
to B–
0.58–
8.68%

 

CCC to D
28.52–
100%

 

AAA
to AA-
0.02%-
0.05%

 

A+
to A–
0.07–
0.15%

 

BBB+
to BBB–
0.21–
0.44%

 

BB+
to B–
0.79–
10.05%

 

CCC to D
28.98–
100%

 

Financial institutions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EAD

 

13,072

 

34,287

 

2,004

 

2,442

 

 

21,138

 

40,848

 

4,964

 

228

 

 

Average PD in %

 

0.04

 

0.08

 

0.22

 

0.58

 

 

0.05

 

0.10

 

0.33

 

0.79

 

 

Average LGD in %

 

41.3

 

40.9

 

45.0

 

45.0

 

 

42.4

 

42.1

 

45.0

 

45.0

 

 

Average risk weight in %

 

21.6

 

28.6

 

64.9

 

102.3

 

 

25.9

 

35.9

 

75.3

 

115.2

 

 

Corporates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EAD

 

3,614

 

16,073

 

36,940

 

20,784

 

79

 

4,621

 

17,051

 

35,200

 

19,588

 

50

 

Average PD in %

 

0.04

 

0.11

 

0.22

 

0.94

 

79.71

 

0.04

 

0.14

 

0.31

 

1.06

 

28.98

 

Average LGD in %

 

45.0

 

45.0

 

45.0

 

45.0

 

45.0

 

45.0

 

45.0

 

45.0

 

45.0

 

45.0

 

Average risk weight in %

 

18.6

 

33.8

 

52.1

 

93.2

 

74.8

 

19.2

 

37.6

 

58.1

 

97.9

 

263.7

 

 

Credit risks

 

For risk classification and quantification of credit risk, SEK uses an internal ratings-based (IRB) approach. The Swedish Financial Supervisory Authority has approved SEK’s IRB approach. Specifically, SEK applies the Foundation Approach. Under the Foundation Approach, the company determines the probability of default within one year (PD) of each of its counterparties, while the remaining parameters are established in accordance with CRR. Certain exposures are, by permission from the Swedish Financial Supervisory Authority, exempted from application of the IRB approach, and, instead, the standardized approach is applied. SEK has permanent exemptions for exposures to Swedish central and regional governments, as well as permanent exemptions for some non-material exposures. Also, SEK has time-limited exemptions until December 31, 2015 for its exposures to central and regional governments outside Sweden and to multilateral development banks. SEK has applied to the Swedish Financial Supervisory Authority for approval of an IRB approach for those exposures with time-limited exemptions. SEK has also applied for a temporary prolongation of the time-limited exemptions until an IRB approach for the affected exposures is approved. Minimum capital requirements for these exposures will increase when an IRB approach is applied. Counterparty risk exposure amounts in derivatives are calculated in accordance with the mark-to-market method.

 

Credit valuation adjustment risk

 

Credit valuation adjustment risk shall be calculated for all OTC derivative contracts, except for credit derivatives used as credit protection and transactions with a qualifying central counterparty. SEK calculates this capital requirement according to the standardized method.

 

Foreign exchange-rate risks

 

Foreign exchange-rate risk is calculated according to the standardized approach, whereas the scenario approach is used for calculating the gamma and volatility risks.

 

Commodities risk

 

Capital requirements for commodity risk are calculated in accordance with the simplified approach under the standardised approach. The scenario approach is used for calculating the gamma and volatility risks.

 

Operational risks

 

Capital requirement for operational risk is calculated according to the standardized approach. The company’s operations are divided into business areas as defined in the CRR. The capital requirement for each area is calculated by multiplying a factor depending on the business area by an income indicator. The factors applicable for SEK are 15 percent and 18 percent. The income indicators consist of the average operating income for the past three financial years for each business area.

 

Transitional rules

 

CRR states that the previously applicable transitional rules, i.e. the Basel I floor, will continue to apply until 2017. According to the transitional rules, the capital requirement should be calculated in parallel on the basis of the Basel I rules. To the extent that the Basel-I-based capital requirement, reduced to 80 percent, exceeds the capital requirement based on CRR, the capital requirement under the above mentioned Basel I-based rules should constitute the minimum capital requirement. Other transitional arrangements concerning CRR have no significant effect on SEK.

 

F- 57



Table of Contents

 

Capital Adequacy Analysis (Pillar 1)

 

 

 

Consolidated Group

 

 

 

December 31, 2015

 

December 31, 2014

 

Capital ratios excl. of buffer requirements(1)

 

 

 

 

 

Common Equity Tier 1 capital ratio

 

21.6

%

16.9

%

Tier 1 capital ratio

 

21.6

%

16.9

%

Total capital ratio

 

24.5

%

19.2

%

Institution specific Common Equity Tier 1 capital requirement incl. of buffers(2)

 

7.7

%

7.0

%

of which Capital conservation buffer

 

2.5

%

2.5

%

of which Countercyclical buffer

 

0.7

%

 

of which Systemic risk buffer

 

 

 

Common Equity Tier 1 capital available to meet institution specific requirement(3)

 

20.1

%

15.4

%

Total capital ratio according to transitional rules(4)

 

23.4

%

19.2

%

 


(1) Capital ratios excl. of buffer requirements are the quotients of the relevant capital measure and the total risk exposure amount. The minimum requirements according to CRR, which without regard to transitional period already have come into force in Sweden, are 4.5 percent, 6.0 percent and 8.0 percent for Common Equity Tier 1 capital, Tier 1 capital and total Own Funds, respectively.

(2) Inclusive of the minimum requirement of 4.5 percent, expressed as a percentage of total risk exposure amount.

(3) Common Equity Tier 1 capital, as a percentage of the total risk exposure amount, available to meet the institution specific Common Equity Tier 1 capital requirement. SEK does not have any additional Tier 1 capital, hence Common Equity Tier 1 capital is required to meet the difference between the minimum requirements on Tier 1 capital and Common Equity Tier 1 capital with the result that this indicator is 1.5 percentage points less than the Common Equity Tier 1 capital ratio

(4) Refers to the so called Basel I floor. The minimum requirement is 8.0 percent.

 

SEK shall meet capital buffer requirements with Common Equity Tier 1 capital. SEK has not been classified as a systemically important institution. The capital buffer requirements for systemically important institutions that will come into force January 1, 2016 will hence not apply to SEK. There is no systemic risk buffer applicable for SEK that is active at the moment. A countercyclical buffer rate of 1.0 percent shall be applied to exposures located in Sweden as of September 13, 2015 and going forward. As of December 31, 2015 the capital requirement related to relevant exposures in Sweden is 65 percent (year-end 2014: 61 percent) of the total relevant capital requirement regardless of location, this fraction is also the weight applied on the Swedish buffer rate when calculating SEK’s countercyclical capital buffer. The Swedish countercyclical buffer rate will increase to 1.5 percent as of June 27, 2016. Buffer rates activated in other countries may have effects on SEK, but as most capital requirements from relevant credit exposures are related to Sweden the potential effect is limited. As of December 31, 2015, the contribution to SEK’s countercyclical buffer from buffer rates in other countries was 0.01 percentage points (year-end 2014: no effect).

 

Leverage Ratio

 

Skr mn (if not mentioned otherwise)

 

December 31, 2015

 

December 31, 2014

 

Exposure measure for the leverage ratio

 

 

 

 

 

On-balance sheet exposures

 

256,889

 

299,374

 

Off-balance sheet exposures

 

39,161

 

37,187

 

Total exposure measure

 

296,050

 

336,561

 

Leverage ratio

 

5.4

%

4.4

%

 

A leverage ratio measure has been introduced by the CRR and, starting in 2015, must be disclosed at least annually. Currently, there is no minimum requirement as to what a company’s leverage ratio should be. The leverage ratio is defined as the quotient of the Tier 1 capital and an exposure measure. The definition of the leverage ratio was changed as of January 19, 2015. The exposure measure consists of assets and off-balance sheet credit risk exposures, the latter of which are weighted with a factor depending on the type of exposure. Special treatment is given to for, inter alia, derivatives. The changes to the definition have also been reflected in the leverage ratio as of December 31, 2014.

 

F- 58



Table of Contents

 

Internally assessed capital requirement

 

Skr mn (if not mentioned otherwise)

 

December 31, 2015

 

December 31, 2014

 

Credit risk

 

7,944

 

9,099

 

Operational risk

 

318

 

315

 

Market risk

 

1,447

 

1,693

 

Other risk

 

238

 

 

Total internal capital requirement

 

9,947

 

11,107

 

Internal capital requirement as percentage of Commont Equity Tier 1 capital

 

55.0

%

66.2

%

 

SEK regularly conducts an internal capital adequacy assessment process, during which the company determines how much capital is needed in order to cover its risks. The result of SEK’s assessment of capital adequacy is presented above. For more information regarding the internal capital adequacy assessment process and its methods, please see Note 29 to the Consolidated Financial Statements.

 

Note 26. Risk information

 

For further risk information, see Note 29 to the Consolidated Financial Statements. The consolidated situation of SEK, as defined by the CRR, does not differ from the consolidation for acconting purposes. The table of credit quality as per category in the statement of financial position and the table illustrating the link between statement of financial position categories and exposures according to CRR contain book values. Other tables show amounts in accordance with the capital adequacy calculations, however before application of credit conversion factors.

 

Credit risk

 

The table below shows the maximum exposure to credit risk. The amounts are nominal values except for derivatives which are reported at book values.

 

 

 

December 31 , 2015

 

 

 

Maximum exposure to Credit Risk

 

Consolidated Group
Skr mn

 

Financial assets at
fair value through
profit or loss

 

Assets available
for sale

 

Loans and
receivables

 

Cash and cash equivalents

 

 

 

2,258

 

Treasuries/government bonds

 

 

2,005

 

 

Other interest-bearing securities except loans

 

1,481

 

37,965

 

1,210

 

Loans in the form of interest-bearing securities

 

708

 

 

46,773

 

Loans to credit institutions

 

 

 

29,750

 

Loans to the public

 

 

 

203,622

 

Derivatives

 

12,672

 

 

 

Total financial assets

 

14,861

 

39,970

 

283,613

 

 

F- 59



Table of Contents

 

 

 

December 31, 2014

 

 

 

Maximum exposure to Credit Risk

 

Consolidated Group
Skr mn

 

Financial assets at
fair value through
profit or loss

 

Assets available
for sale

 

Loans and
receivables

 

Cash and cash equivalents

 

 

 

7,099

 

Treasuries/government bonds

 

 

3,454

 

 

Other interest-bearing securities except loans

 

1,521

 

57,093

 

7,632

 

Loans in the form of interest-bearing securities

 

1,289

 

 

51,085

 

Loans to credit institutions

 

 

 

26,895

 

Loans to the public

 

 

 

162,892

 

Derivatives

 

16,017

 

 

 

Total financial assets

 

18,827

 

60,547

 

255,603

 

 

Maximum exposure to credit risk for “Loans to credit institutions” and “Loans to the public” includes undisbursed loans at year-end, entered at nominal value.

 

The table below displays the credit quality after risk mitigation (net) as per category in the statement of financial position. The amounts are book values. SEK uses guarantees, credit default swaps and insurance as credit risk protection see also Note 29 to the Consolidated Financial Statements.

 

Consolidated Group

 

December 31, 2015

 

Skr mn

 

AAA

 

AA+ to A-

 

BBB+ to BBB-

 

BB+ to B-

 

CCC to D

 

Book Value

 

Cash and cash equivalents

 

 

2,258

 

 

 

 

2,258

 

Treasuries/government bonds

 

1,586

 

420

 

 

 

 

2,006

 

Other interest-bearing securities except loans

 

7,550

 

32,384

 

897

 

 

 

40,831

 

Loans in the form of interest-bearing securities

 

3,804

 

15,862

 

22,469

 

5,972

 

 

48,107

 

Loans to credit institutions

 

9,403

 

17,133

 

760

 

2,480

 

 

29,776

 

Loans to the public

 

78,698

 

29,415

 

17,631

 

15,005

 

57

 

140,806

 

Derivatives

 

 

12,091

 

581

 

 

 

12,672

 

Total financial assets

 

101,041

 

109,563

 

42,338

 

23,457

 

57

 

276,456

 

Committed undisbursed loans

 

59,227

 

1,980

 

1,025

 

1,206

 

 

63,438

 

 

Consolidated Group

 

December 31, 2014

 

Skr mn

 

AAA

 

AA+ to A-

 

BBB+ to BBB-

 

BB+ to B-

 

CCC to D

 

Book Value

 

Cash and cash equivalents

 

6,250

 

849

 

 

 

 

7,099

 

Treasuries/government bonds

 

2,267

 

1,191

 

 

 

 

3,458

 

Other interest-bearing securities except loans

 

17,328

 

46,711

 

1,453

 

873

 

33

 

66,398

 

Loans in the form of interest-bearing securities

 

9,572

 

15,086

 

22,744

 

5,738

 

 

53,140

 

Loans to credit institutions

 

9,981

 

8,276

 

7,025

 

228

 

 

25,510

 

Loans to the public

 

84,924

 

34,494

 

16,442

 

13,355

 

25

 

149,240

 

Derivatives

 

 

13,135

 

2,883

 

 

 

16,017

 

Total financial assets

 

130,322

 

119,742

 

50,547

 

20,194

 

58

 

320,862

 

Committed undisbursed loans

 

12,863

 

1,783

 

588

 

794

 

 

16,028

 

 

The credit quality of financial assets is evaluated by use of internal or external rating.

 

The table below illustrates the link between the statement of financial position categories and net exposures according to CRR.

 

F- 60



Table of Contents

 

 

 

December 31, 2015

 

Consolidated Group
Skr bn

 

Book value

 

Adjustment
from Book
value to
Exposure

 

Central
governments

 

Regional
governments

 

Multilateral
development
banks

 

Financial
institutions

 

Corporates

 

Securitization
positions

 

Treasuries/government bonds

 

2.0

 

0.0

 

2.0

 

 

 

 

 

 

Other interest-bearing securities except loans

 

40.8

 

0.2

 

4.5

 

6.4

 

 

27.7

 

1.6

 

0.8

 

Loans in the form of interest-bearing securities

 

48.1

 

0.1

 

4.4

 

 

0.0

 

5.6

 

38.2

 

 

Loans to credit institutions including cash and cash equivalents(1)

 

32.1

 

-13.6

 

3.6

 

6.5

 

 

8.3

 

0.1

 

 

Loans to the public

 

140.8

 

1.7

 

95.4

 

1.1

 

 

5.5

 

40.5

 

 

Derivatives

 

12.7

 

-8.5

 

 

 

 

4.2

 

 

 

Total financial assets

 

276.5

 

-20.1

 

109.9

 

14.0

 

0.0

 

51.3

 

80.4

 

0.8

 

Contingent assets and liabilities and Commitments

 

69.8

 

 

62.7

 

 

 

0.8

 

6.3

 

 

Total

 

346.3

 

-20.1

 

172.6

 

14.0

 

0.0

 

52.1

 

86.7

 

0.8

 

 

 

 

December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Group
Skr bn

 

Book value

 

Adjustment
from Book
value to
Exposure

 

Central
governments

 

Regional
governments

 

Multilateral
development
banks

 

Financial
institutions

 

Corporates

 

Securitization
positions

 

Treasuries/government bonds

 

3.5

 

0.0

 

3.5

 

 

 

 

 

 

Other interest-bearing securities except loans

 

66.4

 

-0.1

 

3.0

 

12.6

 

0.3

 

41.7

 

2.4

 

6.3

 

Loans in the form of interest-bearing securities

 

53.1

 

-0.7

 

10.2

 

 

0.0

 

7.7

 

34.5

 

 

Loans to credit institutions including cash and cash equivalents(1)

 

32.7

 

-10.2

 

10.3

 

6.4

 

 

5.4

 

0.4

 

 

Loans to the public

 

149.2

 

-0.5

 

99.4

 

1.9

 

 

6.2

 

41.2

 

 

Derivatives

 

16.0

 

-10.3

 

 

 

 

5.7

 

 

 

Total financial assets

 

320.9

 

-21.8

 

126.4

 

20.9

 

0.3

 

66.7

 

78.5

 

6.3

 

Contingent assets and liabilities and Commitments

 

71.2

 

 

64.5

 

 

 

0.8

 

5.9

 

 

Total

 

392.1

 

-21.8

 

190.9

 

20.9

 

0.3

 

67.5

 

84.4

 

6.3

 

 


(1) Skr 13.6 billion (2014: Skr 9.7 billion) of the book value for Loans to credit institutions is cash collateral provided by SEK.

(2) Contingent assets and liabilities and Commitments, except cash collateral.

 

Reduction in derivative exposures from applying netting under current ISDA Master Agreements according to CRR regarding counterparty risk in derivative transactions amounts to Skr 3.9 billion (2014: Skr 7.2 billion). For further information regarding counterparty risk in derivative transactions under CRR, see Note 29 to the Consolidated Financial Statements.

 

Total credit exposures Consolidated Group

 

Amounts expressing net exposures are reported after taking into consideration effects of guarantees and credit default swaps. Amounts expressing gross exposures are reported without taking into consideration effects of guarantees and credit default swaps. Both of these amounts are calculated in accordance with capital adequacy calculations, but before the application of credit conversion factors. In tables showing the geographic distribution of exposures, North America excludes Central America.

 

F- 61



Table of Contents

 

Total net exposures

 

 

 

Loans and interest-bearing
securities

 

Undisbursed loans,
derivatives, etc

 

Total

 

Skr bn
Classified by type of

 

December 31,
2015

 

December 31,
2014

 

December 31,
2015

 

December 31,
2014

 

December 31,
2015

 

December 31,
2014

 

exposure class

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

Central governments

 

109.9

 

43.6

 

126.5

 

42.5

 

62.7

 

84.6

 

64.4

 

88.8

 

172.6

 

52.9

 

190.9

 

51.6

 

Regional governments

 

14.0

 

5.6

 

20.9

 

7.0

 

 

 

 

 

14.0

 

4.3

 

20.9

 

5.6

 

Multilateral development banks

 

0.0

 

0.0

 

0.3

 

0.1

 

 

 

 

 

0.0

 

0.0

 

0.3

 

0.1

 

Financial institutions

 

47.0

 

18.5

 

61.0

 

20.5

 

5.0

 

7.0

 

6.5

 

9.0

 

52.0

 

16.0

 

67.5

 

18.2

 

Corporates

 

80.6

 

32.0

 

82.8

 

27.8

 

6.2

 

8.4

 

1.6

 

2.2

 

86.8

 

26.6

 

84.4

 

22.8

 

Securitization positions

 

0.8

 

0.3

 

6.3

 

2.1

 

 

 

 

 

0.8

 

0.2

 

6.3

 

1.7

 

Total

 

252.3

 

100.0

 

297.8

 

100.0

 

73.9

 

100.0

 

72.5

 

100.0

 

326.2

 

100.0

 

370.3

 

100.0

 

 

Credit exposures allocation between IRB-approach and the standardized approach

 

 

 

December 31, 2015

 

December 31, 2014

 

Skr bn

 

Net exposures

 

Share %

 

Net exposures

 

Share %

 

Standardized approach

 

 

 

 

 

 

 

 

 

Central governments

 

172.6

 

52.9

 

190.9

 

51.6

 

Regional governments

 

14.0

 

4.3

 

20.9

 

5.6

 

Multilateral development banks

 

0.0

 

0.0

 

0.3

 

0.1

 

Corporates

 

1.4

 

0.4

 

1.2

 

0.3

 

Sum Standardized approach

 

188.0

 

57.6

 

213.3

 

57.6

 

IRB method

 

 

 

 

 

 

 

 

 

Financial institutions

 

52.0

 

16.0

 

67.5

 

18.2

 

Corporates

 

85.4

 

26.2

 

83.2

 

22.5

 

Securitization positions

 

0.8

 

0.2

 

6.3

 

1.7

 

Sum IRB method

 

138.2

 

42.4

 

157.0

 

42.4

 

Total

 

326.2

 

100.0

 

370.3

 

100.0

 

 

F- 62



Table of Contents

 

Credit exposures by region and exposure class

Gross exposure by region and exposure class, as of December 31, 2015

 

 

Skr bn

 

Middle
East/
Africa

 

Asia excl.
Japan

 

Japan

 

North
America

 

Oceania

 

Latin
America

 

Sweden

 

West
European
countries
excl.
Sweden

 

Central-
East
European
countries

 

Total

 

Central governments

 

2.2

 

9.9

 

 

1.3

 

 

42.8

 

1.2

 

2.2

 

 

59.6

 

Regional governments

 

0.6

 

 

 

 

 

 

5.6

 

1.1

 

0.0

 

7.3

 

Multilateral development banks

 

 

 

 

 

 

 

 

0.0

 

 

0.0

 

Financial institutions

 

2.5

 

4.7

 

0.0

 

4.7

 

2.2

 

2.1

 

13.4

 

17.6

 

0.4

 

47.6

 

Corporates

 

20.1

 

19.9

 

3.8

 

26.6

 

0.3

 

12.5

 

67.7

 

48.7

 

11.3

 

210.9

 

Securitization positions

 

 

 

 

 

 

 

 

0.8

 

 

0.8

 

Total

 

25.4

 

34.5

 

3.8

 

32.6

 

2.5

 

57.4

 

87.9

 

70.4

 

11.7

 

326.2

 

 

Gross exposure by region and exposure class, as of December 31, 2014

 

Skr bn

 

Middle
East/
Africa

 

Asia excl.
Japan

 

Japan

 

North
America

 

Oceania

 

Latin
America

 

Sweden

 

West
European
countries
excl.
Sweden

 

Central-
East
European
countries

 

Total

 

Central governments

 

2.2

 

8.4

 

 

0.4

 

 

43.0

 

7.9

 

4.8

 

0.0

 

66.7

 

Regional governments

 

0.7

 

 

 

 

 

 

11.8

 

0.5

 

 

13.0

 

Multilateral development banks

 

 

 

 

 

 

 

 

0.3

 

 

0.3

 

Financial institutions

 

1.5

 

3.6

 

0.2

 

12.5

 

4.0

 

2.0

 

14.2

 

23.5

 

0.4

 

61.9

 

Corporates

 

17.6

 

22.5

 

14.0

 

27.0

 

0.5

 

12.1

 

70.2

 

45.2

 

12.9

 

222.0

 

Securitization positions

 

 

 

 

1.1

 

1.2

 

 

 

4.1

 

 

6.4

 

Total

 

22.0

 

34.5

 

14.2

 

41.0

 

5.7

 

57.1

 

104.1

 

78.4

 

13.3

 

370.3

 

 

Net exposure by region and exposure class, as of December 31, 2015

 

Skr bn

 

Middle
East/
Africa

 

Asia excl.
Japan

 

Japan

 

North
America

 

Oceania

 

Latin
America

 

Sweden

 

West
European
countries
excl.
Sweden

 

Central-
East
European
countries

 

Total

 

Central governments

 

 

4.9

 

 

5.9

 

 

0.8

 

137.6

 

20.3

 

3.1

 

172.6

 

Regional governments

 

 

 

 

 

 

 

12.7

 

1.3

 

 

14.0

 

Multilateral development banks

 

 

 

 

 

 

 

 

0.0

 

 

0.0

 

Financial institutions

 

2.5

 

4.6

 

0.5

 

3.9

 

2.2

 

2.1

 

8.6

 

27.2

 

0.4

 

52.0

 

Corporates

 

1.1

 

1.4

 

0.5

 

5.5

 

 

1.8

 

60.0

 

16.3

 

0.2

 

86.8

 

Securitization positions

 

 

 

 

 

 

 

 

0.8

 

 

0.8

 

Total

 

3.6

 

10.9

 

1.0

 

15.3

 

2.2

 

4.7

 

218.9

 

65.9

 

3.7

 

326.2

 

 

F- 63



Table of Contents

 

Net exposure by region and exposure class, as of December 31, 2014

 

Skr bn

 

Middle
East/
Africa

 

Asia excl.
Japan

 

Japan

 

North
America

 

Oceania

 

Latin
America

 

Sweden

 

West
European
countries
excl.
Sweden

 

Central-
East
European
countries

 

Total

 

Central governments

 

 

3.5

 

 

4.4

 

 

0.8

 

155.7

 

23.9

 

2.6

 

190.9

 

Regional governments

 

 

 

 

 

 

 

18.5

 

2.4

 

 

20.9

 

Multilateral development banks

 

 

 

 

 

 

 

 

0.3

 

 

0.3

 

Financial institutions

 

1.4

 

3.3

 

0.3

 

11.5

 

4.0

 

1.9

 

9.1

 

35.6

 

0.4

 

67.5

 

Corporates

 

0.7

 

0.9

 

2.3

 

5.6

 

0.1

 

1.0

 

58.9

 

14.4

 

0.5

 

84.4

 

Securitization positions

 

 

 

 

1.0

 

1.2

 

 

 

4.1

 

 

6.3

 

Total

 

2.1

 

7.7

 

2.6

 

22.7

 

5.3

 

3.7

 

242.2

 

80.7

 

3.5

 

370.3

 

 

Effect of credit risk mitigation by exposure class and type of protection

 

The tables below displays by gross exposure class the amounts subject to, or not subject to, credit risk mitigation where guarantees or credit default swaps has been accounted for in the capital adequacy calculations. Credit insurance issued by insurance companies is included in guarantees. Protected amounts are displayed by the exposure class of the issuer of the protection and by the type of protection. The tables hence displays those types of credit risk mitigation that transforms gross exposures to net exposures.

 

Effect of credit risk mitigation, as of December 31, 2015

 

 

 

Gross exposures by exposure class

 

Skr bn

 

Central
governments

 

Regional
governments

 

Multilateral
development
banks

 

Financial
institutions

 

Corporates

 

Securitization
positions

 

Total

 

Amounts related to credit risk mitigation issued by

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Central governments

 

51.3

 

0.6

 

 

1.9

 

110.5

 

 

164.3

 

of which guarantees by the Swedish Export Credit Agency

 

49.9

 

0.6

 

 

1.5

 

84.3

 

 

136.3

 

of which guarantees by other export credit agencies

 

1.4

 

 

 

0.4

 

21.9

 

 

23.7

 

of which other guarantees

 

 

 

 

 

4.3

 

 

4.3

 

Regional governments

 

 

0.0

 

 

6.7

 

0.6

 

 

7.3

 

Financial institutions

 

0.0

 

0.0

 

 

0.0

 

13.0

 

 

13.0

 

of which credit default swaps

 

 

 

 

 

4.0

 

 

4.0

 

of which other guarantees

 

 

0.0

 

 

0.0

 

9.0

 

 

9.0

 

Corporates

 

0.0

 

0.1

 

 

0.0

 

2.0

 

 

2.1

 

of which credit insurance from insurance companies

 

 

 

 

 

1.3

 

 

1.3

 

of which other guarantees

 

 

0.1

 

 

0.0

 

0.7

 

 

0.7

 

Total mitigated exposures

 

51.3

 

0.7

 

 

8.6

 

126.1

 

 

186.7

 

Non-mitigated exposures (1)

 

8.3

 

6.7

 

0.0

 

38.9

 

84.8

 

0.8

 

139.5

 

Total

 

59.6

 

7.4

 

0.0

 

47.5

 

210.9

 

0.8

 

326.2

 

 


(1) Exposures where the issuer of the credit risk mitigation belongs to the same group as the counterpart of the protected exposure has been included in “Non-mitigated exposures”. Those amounts are for corporate exposures Skr 17.6 billion and for financial institutions Skr 1.3 billion.

 

F- 64



Table of Contents

 

Effect of credit risk mitigation, as of December 31, 2014

 

 

 

Gross exposures by exposure class

 

Skr bn

 

Central
governments

 

Regional
governments

 

Multilateral
development
banks

 

Financial
institutions

 

Corporates

 

Securitization
positions

 

Total

 

Amounts related to credit risk mitigation issued by

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Central governments

 

51.5

 

0.6

 

 

2.6

 

122.8

 

 

177.5

 

of which guarantees by the Swedish Export Credit Agency

 

50.0

 

0.6

 

 

1.9

 

95.4

 

 

147.9

 

of which guarantees by other export credit agencies

 

1.5

 

 

 

0.7

 

23.4

 

 

25.6

 

of which other guarantees

 

 

 

 

 

4.0

 

 

4.0

 

Regional governments

 

1.7

 

0.0

 

 

6.6

 

0.2

 

 

8.5

 

Financial institutions

 

0.1

 

 

 

0.2

 

15.1

 

 

15.4

 

of which credit default swaps

 

 

 

 

 

5.8

 

 

5.8

 

of which other guarantees

 

0.1

 

 

 

0.2

 

9.3

 

 

9.6

 

Corporates

 

 

0.1

 

 

0.4

 

1.7

 

 

2.2

 

of which credit insurance from insurance companies

 

 

 

 

 

0.9

 

 

0.9

 

of which other guarantees

 

 

0.1

 

 

0.4

 

0.8

 

 

1.3

 

Total mitigated exposures

 

53.3

 

0.7

 

 

9.8

 

139.8

 

 

203.6

 

Non-mitigated exposures (1)

 

13.5

 

12.3

 

0.3

 

52.1

 

82.2

 

6.3

 

166.7

 

Total

 

66.8

 

13.0

 

0.3

 

61.9

 

222.0

 

6.3

 

370.3

 

 


(1) Exposures where the issuer of the credit risk mitigation belongs to the same group as the counterpart of the protected exposure has been included in “Non-mitigated exposures”. Those amounts are for corporate exposures Skr 18,4 bn and for financial institutions Skr 1,5 bn.

 

Gross exposures European countries, excluding Sweden by exposure classes, as of December 31, 2015

 

Skr bn

 

Central
governments

 

Regional
governments

 

Multilateral
development
banks

 

Financial
institutions

 

Corporates

 

Securitization
positions

 

Total

 

Spain

 

 

 

 

0.2

 

17.5

 

 

17.7

 

The Netherlands

 

 

 

 

5.4

 

3.2

 

 

8.6

 

United Kingdom

 

 

 

 

3.4

 

5.1

 

 

8.5

 

Russia

 

 

 

 

 

7.9

 

 

7.9

 

Finland

 

 

0.3

 

 

0.4

 

6.8

 

 

7.5

 

Denmark

 

 

0.7

 

 

1.8

 

2.9

 

 

5.4

 

France

 

 

 

 

1.7

 

3.7

 

 

5.4

 

Luxembourg

 

1.4

 

 

0.0

 

0.0

 

1.9

 

 

3.3

 

Poland

 

 

 

 

 

3.1

 

 

3.1

 

Norway

 

 

 

 

2.0

 

1.1

 

 

3.1

 

Italy

 

 

 

 

 

2.4

 

 

2.4

 

Switzerland

 

 

 

 

1.2

 

1.1

 

 

2.3

 

Germany

 

0.4

 

0.1

 

 

1.6

 

0.1

 

 

2.2

 

Ireland

 

 

 

 

 

1.2

 

0.8

 

2.0

 

Iceland

 

 

 

 

 

1.2

 

 

1.2

 

Austria

 

0.4

 

 

 

 

0.0

 

 

0.4

 

Latvia

 

 

 

 

0.3

 

 

 

0.3

 

Portugal

 

 

 

 

 

0.2

 

 

0.2

 

Hungary

 

 

 

 

 

0.1

 

 

0.1

 

Greece

 

 

 

 

 

0.1

 

 

0.1

 

Ukraine

 

 

 

 

 

0.1

 

 

0.1

 

Other countries

 

 

0.0

 

 

0.1

 

0.2

 

 

0.3

 

Total

 

2.2

 

1.1

 

0.0

 

18.1

 

59.9

 

0.8

 

82.1

 

 

F- 65



Table of Contents

 

Gross exposures European countries, excluding Sweden by exposure classes, as of December 31, 2014

 

Skr bn

 

Central
governments

 

Regional
governments

 

Multilateral
development
banks

 

Financial
institutions

 

Corporates

 

Securitization
positions

 

Total

 

Spain

 

 

 

 

0.2

 

13.4

 

0.8

 

14.4

 

United Kingdom

 

 

 

 

5.4

 

6.0

 

0.4

 

11.8

 

The Netherlands

 

 

 

 

5.8

 

3.7

 

0.2

 

9.7

 

Russia

 

 

 

 

 

9.6

 

 

9.6

 

Finland

 

 

0.5

 

 

1.6

 

7.4

 

 

9.5

 

France

 

1.2

 

 

 

1.9

 

4.1

 

 

7.2

 

Denmark

 

0.2

 

 

 

1.8

 

2.7

 

 

4.7

 

Ireland

 

 

 

 

0.3

 

1.5

 

2.5

 

4.3

 

Germany

 

2.4

 

 

 

0.9

 

0.2

 

 

3.5

 

Norway

 

 

 

 

2.2

 

1.0

 

 

3.2

 

Luxembourg

 

1.0

 

 

0.3

 

0.0

 

1.9

 

 

3.2

 

Poland

 

 

 

 

 

2.7

 

 

2.7

 

Switzerland

 

 

 

 

1.7

 

0.4

 

 

2.1

 

Italy

 

 

 

 

 

1.4

 

 

1.4

 

Austria

 

 

 

 

1.3

 

0.0

 

 

1.3

 

Iceland

 

 

 

 

 

1.1

 

 

1.1

 

Latvia

 

 

 

 

0.3

 

0.3

 

 

0.6

 

Portugal

 

 

 

 

 

0.2

 

0.2

 

0.4

 

Cyprus

 

 

 

 

 

0.4

 

 

0.4

 

Greece

 

 

 

 

 

0.1

 

 

0.1

 

Ukraine

 

 

 

 

 

0.1

 

 

0.1

 

Other countries

 

0.0

 

 

 

0.2

 

0.2

 

 

0.4

 

Total

 

4.8

 

0.5

 

0.3

 

23.6

 

58.4

 

4.1

 

91.7

 

 

Net exposures European countries, excluding Sweden by exposure classes, as of December 31, 2015

 

Skr bn

 

Central
governments

 

Regional
governments

 

Multilateral
development
banks

 

Financial
institutions

 

Corporates

 

Securitization
positions

 

Total

 

France

 

10.9

 

 

 

4.4

 

0.0

 

 

15.3

 

United Kingdom

 

1.3

 

 

 

4.7

 

3.2

 

 

9.2

 

Finland

 

1.1

 

0.5

 

 

0.8

 

5.8

 

 

8.2

 

Germany

 

3.7

 

0.1

 

 

2.7

 

1.0

 

 

7.5

 

The Netherlands

 

 

 

 

5.6

 

1.4

 

 

7.0

 

Denmark

 

0.1

 

0.7

 

 

3.3

 

2.5

 

 

6.6

 

Norway

 

0.6

 

 

 

3.4

 

0.3

 

 

4.3

 

Poland

 

3.1

 

 

 

 

 

 

3.1

 

Luxembourg

 

1.4

 

 

0.0

 

0.0

 

0.8

 

 

2.2

 

Switzerland

 

 

 

 

1.4

 

0.6

 

 

2.0

 

Ireland

 

 

 

 

 

0.3

 

0.8

 

1.1

 

Iceland

 

0.6

 

 

 

 

0.2

 

 

0.8

 

Spain

 

 

 

 

0.4

 

0.1

 

 

0.5

 

Austria

 

0.4

 

 

 

0.1

 

 

 

0.5

 

Belgium

 

 

 

 

0.4

 

0.0

 

 

0.4

 

Latvia

 

 

 

 

0.3

 

 

 

0.3

 

Portugal

 

0.2

 

 

 

 

 

 

0.2

 

Estonia

 

 

 

 

0.1

 

 

 

0.1

 

Italy

 

0.0

 

 

 

 

0.0

 

 

0.0

 

Greece

 

 

 

 

 

 

 

 

Other countries

 

 

 

 

 

0.3

 

 

0.3

 

Total

 

23.4

 

1.3

 

0.0

 

27.6

 

16.5

 

0.8

 

69.6

 

 

F- 66



Table of Contents

 

Net exposures European countries, excluding Sweden by exposure classes, as of December 31, 2014

 

Skr bn

 

Central
governments

 

Regional
governments

 

Multilateral
development
banks

 

Financial
institutions

 

Corporates

 

Securitization
positions

 

Total

 

France

 

12.6

 

 

 

6.1

 

 

 

18.7

 

United Kingdom

 

1.8

 

 

 

8.6

 

2.7

 

0.4

 

13.5

 

Germany

 

4.7

 

1.7

 

 

2.2

 

1.1

 

 

9.7

 

Finland

 

1.4

 

0.7

 

 

2.1

 

4.9

 

 

9.1

 

The Netherlands

 

 

 

 

5.8

 

1.1

 

0.2

 

7.1

 

Denmark

 

0.4

 

 

 

3.3

 

2.2

 

 

5.9

 

Norway

 

0.7

 

 

 

3.5

 

0.3

 

 

4.5

 

Ireland

 

 

 

 

 

0.5

 

2.5

 

3.0

 

Poland

 

2.7

 

 

 

 

 

 

2.7

 

Switzerland

 

 

 

 

2.0

 

0.4

 

 

2.4

 

Spain

 

 

 

 

0.3

 

1.0

 

0.8

 

2.1

 

Austria

 

 

 

 

1.4

 

 

 

1.4

 

Luxembourg

 

1.0

 

 

0.3

 

0.0

 

0.0

 

 

1.3

 

Iceland

 

0.6

 

 

 

 

0.2

 

 

0.8

 

Latvia

 

 

 

 

0.3

 

0.3

 

 

0.6

 

Italy

 

0.4

 

 

 

 

0.0

 

 

0.4

 

Portugal

 

0.2

 

 

 

 

 

0.2

 

0.4

 

Belgium

 

 

 

 

0.3

 

 

 

0.3

 

Greece

 

 

 

 

 

 

 

 

Other countries

 

 

 

 

0.1

 

0.2

 

 

0.3

 

Total

 

26.5

 

2.4

 

0.3

 

36.0

 

14.9

 

4.1

 

84.2

 

 

Net exposures to counterparties in Ireland, Italy, Portugal and Spain amounted to Skr 1.9 billion at December 31, 2015 (year-end 2014: Skr 5.9 billion). SEK does not have any net exposures to counterparties in Greece. Gross exposures to counterparties in Greece amounted to Skr 0.1 billion as of December 31, 2015 (year-end 2014: Skr 0.1 billion). Gross exposures to counterparties in Ukraine amounted to Skr 0.1 billion as of December 31, 2015 (year-end 2014: Skr 0.1 billion). These gross exposures are guaranteed in full by counterparties in other countries. Gross exposures to counterparties in the Russian Federation amounted to Skr 7.9 billion as of December 31, 2015 (year-end 2014: Skr 9.6 billion. Net exposure to counterparties in the Russian Federation amounted to Skr 0.1 billion as of December 31, 2015 (year-end 2014: Skr 0.1 billion).

 

Corporate exposures by industry (GICS)

 

 

 

December 31, 2015

 

December 31, 2014

 

Skr bn

 

Gross exposure

 

Net exposure

 

Gross exposure

 

Net exposure

 

IT and telecom

 

73.6

 

8.4

 

83.1

 

9.4

 

Industrials

 

49.1

 

33.9

 

46.1

 

32.9

 

Financials

 

22.3

 

7.2

 

23.7

 

5.7

 

Materials

 

22.9

 

14.7

 

27.0

 

12.8

 

Consumer goods

 

15.9

 

12.2

 

16.4

 

12.5

 

Utilities

 

14.8

 

4.1

 

13.7

 

5.0

 

Health Care

 

6.2

 

5.4

 

5.9

 

5.1

 

Energy

 

5.6

 

0.9

 

5.7

 

1.0

 

Other

 

0.5

 

0.0

 

0.4

 

0.0

 

Total

 

210.9

 

86.8

 

222.0

 

84.4

 

 

Asset-Backed Securities held

 

The tables below include current aggregated information regarding SEK’s total net exposures (after effects related to risk-coverage) related to asset-backed securities held and to current creditworthiness. Ratings in the table are stated as the second lowest of the credit ratings from Standard & Poor’s, Moody’s and Fitch. When only two credit ratings are available the lowest is stated. All of these assets represent first-priority tranches, and they have all been credit rated ‘AAA’/’Aaa’ by Standard & Poor’s or Moody’s at acquisition.

 

F- 67



Table of Contents

 

Net exposures

 

Skr mn

 

December 31 2015

 

December 31 2014

 

‘AAA’

 

756

 

3,744

 

‘AA+’

 

 

4

 

‘AA’

 

 

206

 

‘AA-’

 

 

152

 

‘A+’

 

 

111

 

‘A’

 

 

419

 

‘A-’

 

 

143

 

‘BBB+’

 

 

163

 

‘BBB’

 

 

 

‘BBB-’

 

 

425

 

‘BB+’

 

 

150

 

‘BB’

 

 

387

 

‘B+’

 

 

174

 

CDO rated ‘CCC’

 

 

33

 

Total

 

756

 

6,111

 

 

Market risk

 

The positions that SEK secure, relating to market risk, can be positions that are not valued at fair value in the statement of financial position in accordance with IFRS. Thus, the financial risk estimated by SEK may differ from the changes in value recognized in operating profit or in other comprehensive income. SEK assumes a one-percentage-point change in the market rate, as a parallel shift, for the sensitivity analyses relating to interest rate risk. SEK assesses a reasonable assumption that the average change in market rates will not exceed one percentage point over the next year. Negative interest rates are allowed in the sensitivity calculations since 2015. Negative interest rates were not allowed in the sensitivity calculations in 2014.

 

Change in value if the market interest rate rises by one percentage point

 

The impact on the value of assets and liabilities, including derivatives, when market interest rates rise by one percentage point (+1%).

 

Consolidated Group

 

 

 

2015

 

2014

 

Skr mn

 

Total

 

of which financial
instruments measured
at fair value
through profit or
loss

 

of which financial
instruments measured
at fair value
through comprehensive
income

 

Total

 

of which financial
instruments
measured at fair
value through profit
or loss

 

of which financial
instruments measured
at fair value
through comprehensive
income

 

Foreign currency

 

68

 

306

 

-58

 

-3

 

347

 

-65

 

Swedish Skr

 

4

 

93

 

-10

 

12

 

107

 

-23

 

 

 

72

 

399

 

-68

 

9

 

454

 

-88

 

 

Change in value if the market interest rate declines by one percentage point

 

The impact on the value of assets and liabilities, including derivatives, when market interest rates decline by one percentage point (-1%).

 

F- 68



Table of Contents

 

Consolidated Group

 

 

 

2015

 

2014

 

Skr mn

 

Total

 

of which financial
instruments measured
at fair value
through profit or
loss

 

of which financial
instruments measured
at fair value
through comprehensive
income

 

Total

 

of which financial
instruments
measured at fair
value through profit
or loss

 

of which financial
instruments measured
at fair value
through comprehensive
income

 

Foreign currency

 

-62

 

-280

 

68

 

48

 

-74

 

17

 

Swedish Skr

 

79

 

-93

 

21

 

-12

 

-29

 

5

 

 

 

17

 

-373

 

89

 

36

 

-103

 

22

 

 

Assets, liabilities and derivatives denominated in foreign currencies

 

Assets, liabilities and derivatives denominated in foreign currencies (i.e. currencies other than Swedish kronor) have been converted to Swedish kronor at the year-end exchange-rates between such currencies and Swedish kronor. The relevant exchange-rates for the currencies representing the largest portions of the Consolidated Group in the statement of financial position reported assets and liabilities are presented in table below (expressed in Swedish kronor per unit of each foreign currency). The portion at year-end represents portion of aggregated volumes of assets and liabilities denominated in foreign currency. Foreign currency positions at year-end represent the net of all assets and liabilities in the statement of financial position in each currency. The amounts are book values.

 

 

 

December 31, 2015

 

December 31, 2014

 

 

 

 

 

Portion at

 

Foreign currency

 

 

 

Portion at

 

Foreign currency

 

Currency

 

Exchange-rate

 

year-end, %

 

position

 

Exchange-rate

 

year-end, %

 

position

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SKR

 

1

 

93

 

n.a.

 

1

 

92

 

n.a.

 

EUR

 

9.1350

 

3

 

-539

 

9.5155

 

3

 

-522

 

USD

 

8.3524

 

1

 

252

 

7.8117

 

0

 

-48

 

JPY

 

0.06935

 

1

 

-136

 

0.06536

 

2

 

-270

 

CHF

 

8.4287

 

1

 

203

 

7.9123

 

1

 

227

 

MXN

 

0.4832

 

0

 

-74

 

0.5291

 

0

 

-79

 

Others

 

 

1

 

-223

 

 

2

 

-340

 

Total foreign currency position

 

 

 

100

 

-517

 

 

 

100

 

-1,032

 

 

The FX risk is limited to the accrued net income in foreign currency and is hedged regularly. In accordance with SEK’s policies for risk management, foreign currency positions related to unrealized fair value changes are not hedged. At year-end, foreign currency positions excluding unrealized changes in fair value amounted to Skr 2 million (year-end 2014: Skr 14 million).

 

 

 

December 31,
2015

 

December 31,
2014

 

Skr mn

 

Consolidated Group

 

Consolidated Group

 

Total assets

 

280,411

 

325,166

 

of which denominated in foreign currencies

 

226,981

 

291,899

 

Total liabilities

 

263,583

 

309,009

 

of which denominated in foreign currencies

 

227,498

 

292,931

 

 

F- 69



Table of Contents

 

Liquidity risk

 

Contractual flows

 

 

 

As of 31 December 2015

 

Consolidated Group
Skr mn

 

Maturity  <
1 month

 

Maturity 1
month  <  3
months

 

Maturity 3
months  <  1
year

 

Maturity 1
year  <  5
years

 

Maturity > 5
years

 

Sum Cash
Flow

 

Discount
effect

 

Book value

 

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

2,258

 

 

 

 

 

2,258

 

 

2,258

 

Treasuries/government bonds

 

 

1

 

2,016

 

 

 

2,017

 

-11

 

2,006

 

Other interest-bearing securities except loans

 

3,291

 

10,820

 

14,257

 

12,933

 

 

41,301

 

-470

 

40,831

 

Loans in the form of interest-bearing securities

 

494

 

1,520

 

7,882

 

27,389

 

15,010

 

52,295

 

-4,188

 

48,107

 

Loans to credit institutions

 

595

 

14,493

 

2,163

 

7,414

 

6,350

 

31,015

 

-1,239

 

29,776

 

Loans to the public

 

3,672

 

7,410

 

23,958

 

84,285

 

33,774

 

153,099

 

-12,293

 

140,806

 

Derivatives

 

408

 

385

 

1,426

 

6,256

 

7,450

 

15,925

 

-3,253

 

12,672

 

Total

 

10,718

 

34,629

 

51,702

 

138,277

 

62,584

 

297,910

 

-21,454

 

276,456

 

 

 

 

As of 31 December 2015

 

Consolidated Group
Skr mn

 

Maturity  <
1 month

 

Maturity 1
month  <  3
months

 

Maturity 3
months  <  1
year

 

Maturity 1
year  <  5
years

 

Maturity > 5
years

 

Sum Cash
Flow

 

Discount
effect

 

Book value

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowing from credit institutions

 

-382

 

-4,866

 

 

 

 

-5,248

 

-35

 

5,283

 

Borrowing from the public

 

 

 

-61

 

 

 

-61

 

 

61

 

Senior securities issued

 

-5,641

 

-17,278

 

-56,549

 

-128,725

 

-46,298

 

-254,491

 

26,279

 

228,212

 

Derivatives

 

-95

 

-807

 

-2,772

 

-4,835

 

-2,116

 

-10,625

 

-13,006

 

23,631

 

Subordinated securities issued

 

 

 

 

 

-2,088

 

-2,088

 

 

2,088

 

Total

 

-6,118

 

-22,951

 

-59,382

 

-133,560

 

-50,502

 

-272,513

 

13,238

 

259,275

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Committed undisbursed loans

 

0

 

-5,517

 

-11,112

 

-10,493

 

27,122

 

0

 

 

 

63,438

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow surplus (+) / deficit (-)

 

4,600

 

6,161

 

-18,792

 

-5,776

 

39,204

 

25,397

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated cash flow surplus (+) / deficit (-)

 

4,600

 

10,761

 

-8,031

 

-13,807

 

25,397

 

25,397

 

 

 

 

 

 

In addition to the instruments in the statement of financial position and committed undisbursed loans, SEK has outstanding binding offers of Skr 2.3 billion as well as additional available funds consisting of a credit facility with the Swedish National Debt Office of Skr 80 billion, which can be used within the Swedish State’s export credit support system. In December 2015, the Swedish parliament decided that the credit facility for 2016 should amount to Skr 125 billion. With regard to liabilities with maturity between three months and five years, SEK has the intention to refinance these through borrowing on the financial markets. Repayments subject to notice for liabilities and hedging derivatives are treated as if notice were to be given immediately, whether it is SEK or the counterparty that has the right to demand early redemption. Assets with repayments subject to notice are assumed to occur on the maturity date. “Subordinated securities issued” which consists of a Dated Subordinated Instrument, were assumed be repaid at the time of the first redemption date. The scenario for liabilities and hedging derivatives is not likely to be the real outcome. Differences between book values and future cash flows for financial assets and financial liabilities are reported in the column “Discount effect”. Cash flows for cash collaterals are assumed to have the same maturity profile as related derivatives. Items other than financial instruments with an approximate expected recovery time within less than 12 months: other assets; prepaid expenses and accrued revenues, other liabilities; and accrued expenses and prepaid revenues. All other balance sheet items, other than financial instruments, have an approximate expected recovery time of 12 months or more. For information regarding liquidity risk, see Note 29 to the Consolidated Financial Statements. The amounts above include interest, except for committed undisbursed loans.

 

F- 70



Table of Contents

 

 

 

As of 31 December 2014

 

Consolidated Group
Skr mn

 

Maturity
<  1 month

 

Maturity
1 month
<  3 months

 

Maturity
3 months
<  1 year

 

Maturity
1 year
<  5 years

 

Maturity
> 5 years

 

Sum Cash
Flow

 

Discount
effect

 

Book
value

 

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

7,099

 

 

 

 

 

7,099

 

 

7,009

 

Treasuries/government bonds

 

2,381

 

874

 

235

 

 

 

3,490

 

-32

 

3,458

 

Other interest-bearing securities except loans

 

2,797

 

9,460

 

32,773

 

20,923

 

1,217

 

67,170

 

-772

 

66,398

 

Loans in the form of interest-bearing securities

 

553

 

280

 

5,352

 

34,064

 

16,936

 

57,185

 

-4,045

 

53,140

 

Loans to credit institutions

 

418

 

748

 

11,035

 

7,955

 

6,820

 

26,976

 

-1,466

 

25,510

 

Loans to the public

 

5,568

 

7,740

 

24,978

 

90,556

 

42,154

 

170,996

 

-21,756

 

149,240

 

Derivatives

 

1,508

 

3,144

 

2,258

 

6,174

 

9,000

 

22,084

 

-6,067

 

16,017

 

Total

 

20,324

 

22,246

 

76,631

 

159,672

 

76,127

 

355,000

 

-34,138

 

320,772

 

 

 

 

As of 31 December 2014

 

Consolidated Group
Skr mn

 

Maturity
<  1 month

 

Maturity
1 month
<  3 months

 

Maturity
3 months
<  1 year

 

Maturity
1 year
<  5 years

 

Maturity
> 5 years

 

Sum Cash
Flow

 

Discount
effect

 

Book
value

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowing from credit institutions

 

430

 

 

-8,716

 

 

 

-8,286

 

-4

 

8,290

 

Borrowing from the public

 

0

 

 

0

 

-63

 

 

-63

 

0

 

63

 

Senior securities issued

 

-9,890

 

-26,672

 

-59,656

 

-153,685

 

-55,360

 

-305,263

 

31,424

 

273,839

 

Derivatives

 

-143

 

-673

 

-675

 

-3,463

 

-3,142

 

-8,096

 

-10,790

 

18,886

 

Subordinated securities issued

 

 

 

-63

 

-2,114

 

 

-2,177

 

232

 

1,945

 

Total

 

-9,603

 

-27,345

 

-69,110

 

-159,325

 

-58,502

 

-323,885

 

20,862

 

303,023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Committed undisbursed loans

 

-375

 

-1,205

 

-10,013

 

-4,268

 

15,861

 

0

 

 

 

16,028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow surplus (+) / deficit (-)

 

10,346

 

-6,304

 

-2,492

 

-3,921

 

33,486

 

31,115

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated cash flow surplus (+) / deficit (-)

 

10,346

 

4,042

 

1,550

 

-2,371

 

31,115

 

31,115

 

 

 

 

 

 

Note 27. Transactions with related parties

 

SEK defines related parties to the Consolidated Group as:

 

· the shareholder, i.e. the Swedish State

· companies and organizations that are controlled through a common owner, the Swedish State

· key management personnel

· other related parties

 

The Swedish State owns 100 percent of the company’s share capital. By means of direct guarantees extended by the Swedish National Debt Office and the Swedish Export Credits Guarantee Board, EKN, 36 percent (2014: 39 percent; 2013: 44 percent) of the company’s outstanding loans on December 31, 2015 were guaranteed by the State. The remuneration for guarantees during 2015 amounted to Skr 75 million (2014: Skr 150 million; 2013: Skr 203 million). SEK administers, for compensation, the Swedish State’s export credit support system, and the State’s related concessionary credit program (together referred to as the “S-system”, see Note 1(d) and Note 24 to the Consolidated Financial Statements.

 

During 2015 SEK had a Skr 80 billion (2014: Skr 80 billion; 2013: Skr 80 billion) credit facility with the Swedish National Debt Office which was entirely related to the State’s export credit support (CIRR). In December 2015, the credit facility was extended for 2016, though the facility amount has changed to Skr 125 billion. SEK has not yet utilized the credit facility.

 

SEK enters into transactions in the ordinary course of business with entities that are partially or wholly-owned or controlled by the State. SEK also extends export credits (in the form of direct or pass-through loans) to entities related to the State. Transactions with such parties are conducted on the same terms (including interest rates and repayment schedules) as transactions with unrelated parties.

 

F- 71



Table of Contents

 

Key management personnel include the following positions:

 

·  The Board of Directors

·  The Chief Executive Officer

·  Other members of the Executive Committee

 

For information about remuneration and other benefits to key management personnel see Note 5 to the Consolidated Financial Statements.

 

Other related parties include close family members of key management personnel as well as companies which are controlled by key management personnel or controlled by close family members to key management personnel.

 

The following table further summarizes the Consolidated Group’s transactions with its related parties:

 

 

 

2015

 

 

 

The shareholder, i.e.
the Swedish State

 

Companies and
organizations
controlled through a
common owner, the
Swedish State

 

Total

 

Skr mn

 

Assets/
liabilities

 

Interest
income/
Interest
expense

 

Assets/
liabilities

 

Interest
income/
Interest
expense

 

Assets/
liabilities

 

Interest
income/
Interest
expense

 

Treasuries/government bonds

 

250

 

0

 

 

 

250

 

0

 

Other interest-bearing securities except loans

 

 

 

633

 

8

 

633

 

8

 

Loans in the form of interest-bearing securities

 

 

 

1,700

 

20

 

1,700

 

20

 

Loans to credit institutions

 

 

 

2,291

 

23

 

2,291

 

23

 

Loans to the public

 

 

 

866

 

9

 

866

 

9

 

Due from the State

 

987

 

 

 

 

987

 

 

Total

 

1,237

 

0

 

5,490

 

60

 

6,727

 

60

 

Borrowing from credit institutions

 

 

 

 

 

 

 

Borrowing from the public

 

 

 

 

 

 

 

Senior securities issued

 

 

 

 

 

 

 

Other liabilities

 

164

 

 

 

 

164

 

 

Total

 

164

 

 

 

 

164

 

 

 

F- 72



Table of Contents

 

 

 

2014

 

 

 

The shareholder, i.e.
the Swedish State

 

Companies and
organizations
controlled through a
common owner, the
Swedish State

 

Total

 

Skr mn

 

Assets/
liabilities

 

Interest
income/
Interest
expense

 

Assets/
liabilities

 

Interest
income/
Interest
expense

 

Assets/
liabilities

 

Interest
income/
Interest
expense

 

Treasuries/government bonds

 

1,640

 

4

 

 

 

1,640

 

4

 

Other interest-bearing securities except loans

 

 

 

523

 

5

 

523

 

5

 

Loans in the form of interest-bearing securities

 

 

 

1,700

 

35

 

1,700

 

35

 

Loans to credit institutions

 

 

 

1,949

 

18

 

1,949

 

18

 

Loans to the public

 

 

 

753

 

7

 

753

 

7

 

Due from the State

 

1,165

 

 

 

 

1,165

 

 

Total

 

2,805

 

4

 

4,925

 

65

 

7,730

 

69

 

Borrowing from credit institutions

 

 

 

 

 

 

 

Borrowing from the public

 

 

 

 

 

 

 

Senior securities issued

 

 

 

 

 

 

 

Other liabilities

 

100

 

 

 

 

100

 

 

Total

 

100

 

 

 

 

100

 

 

 

 

 

2013

 

 

 

The shareholder, i.e.
the Swedish State

 

Companies and
organizations that are
controlled through a
common owner, the
Swedish State

 

Total

 

Skr mn

 

Assets/
Liabilities

 

Interest
income/
Interest
expense

 

Assets/
Liabilities

 

Interest
income/
Interest
expense

 

Assets/
Liabilities

 

Interest
income/
Interest
expense

 

Treasuries/government bonds

 

3,840

 

3

 

 

 

3,840

 

3

 

Other interest-bearing securities except credits

 

 

 

2,177

 

15

 

2,177

 

15

 

Credits in the form of interest-bearing securities

 

 

 

1,700

 

44

 

1,700

 

44

 

Credits to credit institutions

 

 

 

1,889

 

19

 

1,889

 

19

 

Credits to the public

 

 

 

456

 

13

 

456

 

13

 

Due from the State

 

953

 

 

 

 

953

 

 

Total

 

4,793

 

3

 

6,222

 

91

 

11,015

 

94

 

Borrowing from credit institutions

 

 

 

 

 

 

 

Borrowing from the public

 

 

 

 

 

 

 

Senior securities issued

 

 

 

 

 

 

 

Other liabilities

 

254

 

 

 

 

254

 

 

Total

 

254

 

 

 

 

254

 

 

 

Note 28. Events after the reporting period

 

No events with significant impact on the information in this report have occurred after the end of the reporting period. At the Extraordinary General Meeting on January 21, 2016, a new capital target for SEK was decided. The capital target is that SEK’s total capital ratio under normal circumstances shall exceed the capital requirement communicated by the Swedish FSA with 1 to 3 percentage points. According to the result of the Swedish FSA’s supervisory review and evaluation process shall SEK have a total capital ratio of 16.3 percent during 2015. SEK’s total capital ratio as of December 31, 2015 was 24.5 percent.

 

F- 73



Table of Contents

 

Note 29. Risk and Capital Management

 

Risk and capital management

 

Introduction

 

This section of the Annual Report describes significant aspects of SEK’s risk and capital management. For detailed descriptions, including quantitative information concerning SEK’s capital adequacy and credit risk exposure, as well as certain aspects of liquidity and market risks, refer to Note 25 Capital adequacy and Note 26 Risk information. For supplementary and more detailed information on risk-related matters, which SEK is required to publish under the applicable regulations, including the Capital Requirements Regulation (CRR), refer to the separate document, “SEK - Capital Adequacy and Risk Management Report - Pillar 3 2015,” published on SEK’s website.

 

Events in 2015

 

SEK’s capital adequacy improved in 2015. At the end of the year, the total capital ratio amounted to 24.5 percent (2014: 19.2 percent). The Tier 1 capital ratio and the Common Equity Tier 1 capital ratio both amounted to 21.6 percent (2014:16.9 percent). SEK’s total own funds expanded, primarily due to an increase in accumulated earnings, in parallel with a decline in the capital requirement under

 

the IRB approach for exposures to companies and institutions through adjustment of the risk parameters in 2015, and through a decrease in total exposures. The reduction in the risk parameters was attributable to improvements in default statistics over the last few years.

 

SEK has divested the majority of securitization positions and also reduced the volume of its liquidity investments. These actions have decreased credit-risk exposures to securitizations, governments, regional governments and financial institutions.

 

Divestments of securitizations and the decrease in liquidity investments also reduced the company’s exposure to market risk. This applies primarily in terms of exposure to changes in credit spread risk.

 

The risk level in terms of operational risks is within the risk appetite. Losses deriving from incidents remain low, at Skr 0.8 million in 2015 (2014: Skr 0.4 million).

 

SEK’s liquidity was stable during the year and the external requirements for the liquidity coverage ratio (LCR) and the internal requirement that all credit commitments be financed throughout the entire period to maturity were fulfilled.

 

F- 74



Table of Contents

 

Core risk management principles

 

·         SEK must be selective in its choice of counterparties and clients in order to ensure a strong credit rating.

·         SEK only lends funds to clients who have successfully undergone SEK’s procedure for gaining understanding of the customer and its business relations (know your customer), and thus has a business structure that complies with SEK’s mission of promoting the Swedish export industry.

·         The business operations are limited to products and positions that the company has approved and has procedures for, whose risks can be measured and evaluated and where the company, at a minimum, complies with international sustainability risk guidelines.

·         SEK’s business strategy entails that we secure financing which has, at least, the same maturities as the funds that we lend.

 

Risk governance

 

The Board of Directors has ultimate responsibility for SEK’s organizational structure and the administration of SEK’s affairs, including overseeing and monitoring risk exposure and risk management and ensuring satisfactory internal control of compliance with laws and other regulations to which SEK’s business activities are subject. The Board determines the overall risk governance by taking decisions on such matters as risk appetite and risk strategy. These decisions are taken annually in connection with the business plan to ensure that risk management, use of capital and business strategies correspond with each other. The Board also decides on risk policies and on matters concerning credit granting of a large magnitude. The Board has established the Finance and Risk Committee (FRC), which assists the Board in overall issues regarding governance and monitoring of risk-taking, risk management and use of capital. The FRC also decides on certain limits, primarily involving market risk. The Board’s Credit Committee (CC) is the Board’s working body for matters within SEK involving loans and loan limit decisions, and for matters of fundamental significance or generally of great importance to SEK, and also makes decisions concerning loans in accordance with the delegation of authority decided by the Board. The Board’s Audit Committee (AC) assists the Board with SEK’s financial reporting, matters involving internal control and the corporate governance report.

 

SEK’s CEO is responsible for day-to-day management of business operations. The CEO has established committees that are tasked with following up matters, serving as consultative bodies for the CEO in matters decided by the CEO and preparing matters ahead of decisions by the Board. The Risk and Compliance Committee deals with risk, capital, compliance and audit matters and evaluates the effects of new regulations. The Committee monitors SEK’s risk exposure, use of capital and reports issued by control functions. Following consultation with the Committee, the CEO issues Governing Documents regarding delegation of responsibility and management of the types of risk arising in SEK. The Credit Committee (CC) is responsible

 

for lending and credit risk management issues within SEK. As part of its mandate, and based on the division of authority determined by the Board, the Credit Committee is authorized to make decisions involving credit.

 

SEK has organized risk management and risk control in accordance with the principle of three lines of defense in the form of clear-cut separation of responsibility between the commercial and support operations that own the risks, the control functions that independently identify and monitor the risks and an internal audit, which reviews these matters and reports directly to the Board.

 

Division of responsibility for risk, liquidity
and capital management in the company

 

 

First line of defense

 

 

 

 

 

·        Business and support functions.

 

·        Credit and sustainability analyses.

 

·        Day-to-day management of risk, capital and liquidity in compliance with risk appetite and strategy as well as applicable laws and rules.

 

·        Daily control and follow-up of credit, market and liquidity risk.

 

 

 

 

 

Second line of defense

 

 

 

 

 

·        Independent risk control and compliance functions.

 

·        Risk, liquidity and capital reporting.

 

·        Identification, quantification, monitoring and control of risks and risk management.

 

·        Maintain an efficient risk management framework and internal control framework.

 

 

 

·        Compliance monitoring and reporting.

 

 

 

Third line of defense

 

 

 

 

 

·        Independent internal audit.

·        Review and evaluation of the efficiency and integrity of risk management.

 

·        Performance of audit activities in line with the audit plan adopted by the Board.

·        Direct reporting to the Board.

 

 

 

 

 

Risk management process

 

SEK must identify, measure, manage, report and control those risks with which the business is associated and, to this end, ensure that it has satisfactory internal control. SEK’s risk management process consists of the following key elements:

 

·         Risk identification. At any given time, SEK must be aware of the risks to which it is exposed. Risks are identified, primarily in new transactions, in external changes in SEK’s operating environment or internally in, for example, products, processes, systems and through annual risk analyses that include all aspects of SEK. Both forward-looking and historical analyses and testing are performed.

·        Measurement. The size of the risks is measured on a daily basis in respect of significant measurable risks or are assessed qualitatively as frequently as necessary. For those risks that are not directly measurable, SEK evaluates the risk according to models that are based on SEK’s risk appetite for the respective risk

 

F- 75



Table of Contents

 

class, specifying appropriate scales of probability and consequence.

·        Governance. SEK aims to oversee the development of business, actively utilize risk-reduction capabilities and control the development of risks over time to ensure that the business activities are kept within the risk appetite and limits. SEK also carries out planning and draws up documentation to ensure the continuity of business-critical processes and systems and that planning is carried out for crisis management. Exercises and training regarding the management of situations that require crisis and/or continuity planning are performed continuously.

·         Reporting. SEK reports on the current risk situation, on the use of capital and on related matters to the CEO, the Finance and Risk Committee and the Board, at least once each quarter.

·         Control and monitoring. SEK checks and monitors compliance with limits, risk appetite, capital target, risk management and internal and external regulations to ensure that risk exposures are kept at an acceptable level for SEK and that risk management is effective and appropriate.

 

Capital target

 

SEK’s capital target is one of the Board’s most important governance parameters. The capital target serves two purposes:

 

·         The primary purpose is to ensure that SEK’s capital is adequate to support the strategy underlying the business plan and that capital adequacy always exceeds the regulatory requirements, even in the event of deep economic declines.

·         An additional purpose is to maintain capital at a level that supports a high credit rating, which is necessary to secure access to long-term financing on favorable terms.

 

A new capital target was adopted for SEK at the Extraordinary General Meeting on January 21, 2016. The capital target states that under normal conditions, SEK’s total capital ratio is to exceed the Swedish FSA’s capital adequacy requirement by 1 to 3 percentage points. As a result of the Swedish FSA’s review and evaluation process, SEK must have a total capital ratio of 16.3 percent in 2015. At December 31, 2015, the total capital ratio was 24.5 percent.

 

 

 

SEK’s risk framework

 

 

 

 

 

Effective risk management and control in SEK are based on a sound risk culture, a shared approach and a strong control environment. SEK emphasizes the importance of high risk awareness among personnel and an understanding of the importance of preventive risk management to, thereby, keep risk exposure within the determined level. SEK also has a risk framework (see diagram below) encompassing all of SEK’s operations, all of its risks and all relevant personnel.

 

The structure of the risk framework is ultimately governed by SEK’s mission from its owner, the Swedish government, and SEK’s business model.

 

The capital target constitutes the outer boundary for SEK’s strategy. Within the confines of the capital target, risk appetite is stated, which is expressed by risk class and comprises the risk to which the Board is prepared to expose SEK in order to achieve its strategic objectives. Risk governance is specified in the form of a risk strategy, a risk policy, in SEK’s risk culture, and in instructions, processes and limits. These Governing Documents describe the risk management process and define what activities and operations are included in the process, and how they should be performed. The Governing Documents also indicate how responsibility is structured in terms of the execution, monitoring of and compliance with risk management.

 

 

F- 76



Table of Contents

 

SEK’s risks and its risk management

 

SEK’s mission is to ensure access to financial solutions for the Swedish export industry on commercial and sustainable terms. Different types of risk occur as part of operations, primarily credit risk. The following table provides an overview of the risks SEK is exposed to and how these risks are managed.

 

Risk class

 

Risk profile

 

 

 

Credit risk

Credit risk is the risk of the loss that could occur if a borrower or party in another agreement cannot meet its obligations under the contracted terms and conditions.
Credit risk also includes counterparty risk, concentration risk and settlement risk.

 

 

SEK’s credit risk portfolio maintains a high credit quality. The portfolio is exposed to a concentration risk due to SEK’s mission. The net risk is principally limited to counterparties with high credit ratings, such as state export credit agencies (ECAs), major Swedish exporters and banks and insurance companies.

 

SEK invests its liquidity in high-credit-quality securities, primarily with short maturities.

 

 

 

Market risk

Market risk is the risk of losses or changes in future net interest income arising due to changes in, for example, interest rates, exchange rates, commodity prices or share prices. Market risk includes price risk in connection with sales of assets or the closing of exposures.

 

 

SEK’s business model leads to exposure primarily to spread risk, interest-rate risk and currency risk. SEK’s largest net exposures are to changes in spread risk, mainly to credit spreads associated with assets and liabilities and cross-currency basis swap spreads.

 

 

 

Liquidity and refinancing risk

Liquidity and refinancing risk is the risk, within a defined period of time, of SEK not being able to refinance its existing assets or being unable to meet increased liquidity requirements. Liquidity risk also includes the risk of having to borrow funds at an unfavorable interest rate or needing to sell assets at unfavorable prices in order to meet its payment commitments.

 

 

SEK has secured borrowing for all of its credit commitments, including those committed but as yet undisbursed. In addition, the size of SEK’s liquidity investments allows new lending to continue at a normal pace, even during times of stress.

 

 

 

Operational risk

Operational risk is the risk of losses resulting from inadequate or faulty internal processes or systems, human error, or from external events. Operational risk also includes legal risk and compliance risk.

 

 

Operational risks arise naturally in all parts of the business. Improvements are in progress regarding processes and methods for market risk. The vast majority of incidents that have occurred were minor events that are rectified promptly within the relevant function.

 

 

 

Business risk

Business risk is the risk of an unexpected decline in revenue due to a decrease in volumes and/or falling margins.

 

 

SEK’s earnings tend to increase in stressed situations when the financial sector’s overall lending capacity declines. It is also in these situations that it is considered most likely that SEK could potentially encounter substantial credit losses. Accordingly, the negative earnings effect of increased credit losses tends to be offset by increased earnings over time.

 

F- 77



Table of Contents

 

Risk appetite metrics

 

Risk management

 

 

 

- Concentration, individual clients

- Concentration, rating category

- Expected loss

 

Lending must be responsible and based on in-depth knowledge of SEK’s counterparties, furthermore, lending must also take place in accordance with SEK’s mission based on the owner instruction. Lending must be based on the counterparty’s repayment capacity. SEK’s credit risks are limited by the risk-based selection of counterparties and are managed, inter alia, by the use of guarantees and other types of collateral. Lending is also limited through SEK’s use of a standard lending policy whereby, for example, guiding principles for risk levels and lending terms are specified.

 

SEK endeavors to achieve a diversified lending portfolio. Concentrations that naturally result from SEK’s mission are accepted, although risk mitigation solutions are used to partly reduce concentration risks.

 

 

 

- Scenario-based stress tests

- Total interest-rate sensitivity

- NII risk and risk to NII from cross-currency basis swaps

- Follow-up of prudent valuation adjustments

 

The core of SEK’s market risk strategy is to borrow funds by issuing bonds which, regardless of the market risk exposures in the bonds, are hedged by being swapped to a floating interest rate. Borrowed funds are used either immediately for lending, mainly at a floating rate of interest, or swapped to a floating rate, or used to ensure sufficient liquidity. The aim is to hold assets and liabilities to maturity.

 

 

 

Risk appetite ratios:

- LCR

- NSFR

- Maturities matched balance sheet including prefinanced reserve for new lending transactions

 

SEK must have diversified borrowing to ensure that borrowing is available through maturity for all credit commitments - loans outstanding as well as committed undisbursed loans. The size of SEK’s liquidity investments must ensure that new lending can take place even during times of financial stress.

 

 

 

- Losses from operational risk

- Monitoring of the highest value risks

- Breaches of internal policies or external regulations

 

 

SEK works continuously to manage operational risk, primarily by means of efficient internal controls, by performing risk analyses prior to changes, by focusing on continuous improvements and through contingency planning.

 

Costs to reduce risk exposures must be in proportion to the effect that such measures have.

 

 

 

- Concentration in income from a limited number of clients

 

Business risk is identified through risk analyses and is monitored and prevented as deemed necessary. Costs to reduce risk exposures must be in proportion to the effect that such measures have.

 

F- 78



Table of Contents

 

Risk class

 

Risk profile

 

 

 

Strategic risk (business environment risk)

Strategic risk is the risk of lower revenue due to adverse business decisions, improper implementation of decisions or the lack of adequate response to changes in the regulatory and business environment. Strategic risk focuses on large-scale and structural risk factors.

 

 

SEK’s strategic risks mainly arise from structural changes in competition, which could lead to limited lending opportunities for SEK, and from regulatory reforms from two perspectives: (i) the impact of these reforms on SEK’s business model and (ii) the requirements on the organization resulting from increased regulatory complexity.

 

 

 

Reputational risk

Reputational risk is the risk of a negative reputation and/or reduced revenue due to external reports about SEK or about the sector in general.

 

 

The main factors considered to affect the reputation of the SEK brand are credit losses, transactions that could be perceived to lack Swedish interests or the perception that SEK has breached applicable regulations, for example with regard to sustainability.

 

 

 

Sustainability risk

Sustainability risk is the risk that SEK’s operations directly or indirectly impact their surroundings in respect of money laundering, environmental issues, anticorruption, human rights, labor conditions and business ethics.

 

 

SEK is primarily exposed to sustainability risks when lending. A high sustainability risk could arise from the financing of major projects or from operations in high-risk countries in terms of corruption or human rights violations.

 

F- 79



Table of Contents

 

Risk appetite metrics

 

Risk management

 

 

 

- Strategic decisions in line with SEK’s strategy

- Monitoring of strategic investments

 

Strategic risk is identified through risk analyses and is monitored and prevented as deemed necessary. Costs to reduce risk exposures must be in proportion to the effect that such measures have.

 

 

 

- Follow-up of the reputational impact from transactions

 

 

Reputational risk is mitigated actively through a number of activities, including ongoing analysis of media coverage, stakeholder dialogues and risk analyses. SEK’s communication plan describes the principles for both long-term and short-term management of reputational risk.

 

 

 

- Transactions in compliance with national and international regulations and guidelines in the area

- Follow-up of transactions

 

Sustainability risks are managed according to a risk-based approach. In the event of a high sustainability risk, an in-depth sustainability review is conducted and, where necessary, requirements set that measures be implemented to counteract the adverse environmental and societal impact. Requirements are based on national laws and international principles in the areas of money laundering, the environment, anticorruption, human rights, labor conditions and business ethics.

 

F- 80



Table of Contents

 

Credit risk

 

Credit risk is the risk of the loss that could be incurred if a borrower or party in another agreement cannot meet its obligations under the agreement’s terms and conditions. Credit risk also includes counterparty risk, concentration risk and settlement risk. SEK’s credit risks are limited using a risk-based selection of counterparties and are further mitigated by the use of guarantees, netting agreements, collateral and credit derivatives. SEK’s appetite for credit risk is significantly greater than its appetite for other risks.

 


Risk management

 

The Risk Policy issued by the Board and the Credit Instruction issued by the Board’s Credit Committee are the foundations upon which SEK’s credit risk management is based. These governing documents constitute the framework for the level of credit risk that SEK can accept and describe the decision-making structure and credit-decision mandate, the credit process, fundamental principles for loan limits and the management of problem loans. Account managers in Lending have overall responsibility for relations with all of SEK’s clients. They have ultimate responsibility for commercial, credit and sustainability risks and their impact on SEK’s income statement and balance sheet. Their responsibility includes assessing clients’ financing needs, structuring business transactions, conducting credit assessments aided by credit analysts, and the management of limits and exposure. Their responsibility also encompasses ensuring that existing limits are reviewed continuously, at least once

 

Limit and credit decision procedure

 

The Board

 

Matters related to credit and credit decisions that are of fundamental significance or in some other way of major importance to SEK.

 

The Board’s Credit Committee

 

Decisions concerning limits or credit that exceed the Credit Committee’s decision-making mandate, new country limits, country limits transgressing the norm.

 

Credit Committee

 

Decisions concerning limits or credit within the Credit Committee’s decision-making mandate, annualization of country limits within the norm, credit-risk-related waivers and new liquidity limits.

 

Subject to authorization

Decisions on credit proposals within the limit and within the norm are subject to authorization as described in the credit instruction, which was adopted by the Board’s Credit Committee.

 

Rating Committee

 

Decisions on internal risk ratings. Decisions of the Rating Committee cannot be amended by any other decision-making authority.

annually. Credit analysts within Credit are responsible for continuous analyses of counterparties and, at least once annually, prepare decisions concerning internal risk ratings. The credit analysts also perform independent credit assessments of current business proposals. Credit is part of SEK’s first line of defence and the Chief Credit Officer reports directly to the CEO. Credit is also responsible for managing the credit process. Risk, which is part of SEK’s second line of defence, supervises and validates SEK’s internal risk ratings and monitors and checks compliance with credit decisions and that limits are not exceeded.

 

SEK utilizes limits to restrict credit risks to a specified level. Limits express the highest permissible exposure to a counterparty for specific tenors and for various types of exposures, such as corporate lending, guarantees, counterparty risk in derivative contracts or liquidity investments. Exposures must be encompassed within the limits that have been decided for the particular counterparties. All limits are reviewed at least once annually.

 

Normative credit policy

 

To provide guidance in respect of lending and the setting of limits with an acceptable risk level, SEK has established a Normative Credit Policy (the Norm), which clarifies in five areas the quality requirements that a loan or a limit has to fulfill in terms of transaction structure and risk:

 

1. Operational criteria

 

2. Risk level

 

3. Lending terms

 

4. Know your customer (KYC)

 

5. Sustainability risks


 

F- 81



Table of Contents

 

 


Exposures assessed as problem loans, meaning those for which SEK assesses that there is a high probability that the undertaking according to the original agreement will not be fulfilled, are analyzed in greater detail and more frequently. The intention is to identify at an early stage exposures subject to an elevated risk of loss and to adapt the exposure and ensure that the risk rating reflects the actual risk associated with the particular counterparty. It is the responsibility of account managers and credit analysts to continuously monitor exposures assessed as problem loans and report them to the Credit Committee and the Board’s Credit Committee.

 

Internal Ratings Based (IRB) approach

 

SEK uses, and has permission to use, a foundation IRB approach to measure the credit risk inherent in exposures to a majority of SEK’s counterparties. This means that for these exposures SEK uses its own estimates of the probability of default (PD) risk parameter which, per counterparty, reflects the assigned internal rating. Other risk parameters, including loss given default (LGD) and credit conversion factors (CCF), are determined by the Capital Requirements Regulation (CRR). Using these parameters and the gross amount of the credit-risk exposure, it is possible to calculate the size of the outstanding exposure at default (EAD) and statistically expected loss (EL). These risk parameters are used in the Basel formula to calculate the unexpected loss (UL), which also constitutes the capital requirement for the relevant credit-risk exposure. SEK’s IRB system encompasses both operational and analytical aspects. Key operational aspects of the process include where in SEK the risk rating is conducted and decided, and how the responsibility for follow-up, validation and control is allocated in the organization. The analytical aspect applies to how risk is measured and assessed. This includes how the concept of loss is defined and measured and the models used for the risk rating and the calculation of risk. SEK’s IRB system comprises all the various methods, working and decision-making processes, control mechanisms, guidelines, IT systems and processes and procedures that support risk rating and the quantification of credit risk.

 

Decisions concerning internal risk ratings for a counter-party are taken by SEK’s Rating Committee. The decision data used consists of analyses and risk assessments prepared by credit analysts active in Credit, in accordance with SEK’s established methodology. Committee members are appointed by the Board’s Credit Committee on the basis of competence and experience, and the majority of the members represent SEK’s non-business-generating functions.

 

The purpose of SEK’s internal ratings is to assess the credit risk of individual counterparties over a business cycle. The methodology is based on both qualitative and quantitative factors. Within SEK, the rating of risk is mainly based on the assessments of credit analysts. By using various methodologies for analyzing companies, financial institutions, insurance companies and national

and regional governments, individual counterparties are assigned an internal rating. The objective is to use a rating scale for all counterparties to be able to price and quantify risk over time, and thus keep risks at the desired level. The risk rating is the basis of a ranking system, which entails that risk rating is largely a matter of relative valuation. The aim of the rating is not to assess an exact probability of default, but to place a counterparty in a category comprising equivalent counterparties from a risk perspective. SEK maps its internal rating scale against Standard & Poor’s rating scale and uses Standard & Poor’s default statistics as a basis for SEK’s own calculations, with the aim of achieving consistent estimates of probability of default with adequate safety margins.

 

All of SEK’s counterparties are assigned an internal risk rating, apart from those cases where the Swedish FSA has granted SEK exemption from the IRB approach. SEK’s permission from the Swedish FSA to use a Foundation Internal Ratings-Based Approach, and thus to calculate capital requirements for credit risk in accordance with this, encompasses exposures to companies, including insurance companies and financial institutions. The Swedish FSA has permitted SEK to apply certain exceptions from the IRB approach. The exempted exposures, for which the Standardized Approach is used instead, are as follows:

·              Export credits guaranteed by the Swedish Export Credits Guarantee Board (EKN) and exposures to the Swedish government and Swedish regional governments or county councils.

·              Export credits guaranteed by export credit agencies in the OECD (valid through December 31, 2015).

·              Exposures to foreign governments, foreign regional governments and multilateral development banks (valid through December 31, 2015).

·              Exposures in the Customer Finance business area (valid as long as these exposures are of minor importance in terms of scope and risk profile).

·              Guarantees for the benefit of small and medium-sized companies (valid as long as these exposures are of minor importance in terms of scope and risk profile).

 

SEK applied for permission from the Swedish FSA to apply the IRB approach for exposures encompassed by time-limited exceptions when these expire, and until such time as permits are granted, to temporarily extend the time-limited exceptions.

 

Monitoring and control

 

SEK’s risk and product rating, and risk estimates comprise a central feature of the reporting of credit risk to the Board, the Risk and Compliance Committee and the Credit Committee. The Chief Executive Officer and the Chief Risk Officer inform the Board of all significant changes concerning SEK’s IRB system.

 

Validation is a key factor for quality assurance of SEK’s IRB system and Risk is responsible for performing validation at least once annually.


 

F- 82



Table of Contents

 

 


Credit protection

 

SEK limits its credit risk by means of a methodical and risk-based selection of counterparties. The credit risk is further reduced through the use of various credit risk hedging, in the form of guarantees, netting agreements, collateral and credit derivatives.

 

In its lending transactions, SEK mainly utilizes guarantees. The guarantors are predominantly government export credit agencies in the OECD, of which the Swedish Export Credits Guarantee Board (EKN) is the largest. Guarantees are also received from financial institutions and, to a lesser extent, non-financial corporations and insurance companies. Since the credit risk is allocated to a guarantor, SEK’s guaranteed credit-risk exposure in reports of its net credit risk exposure largely consists of exposure to government counterparties. To a lesser extent, credit protection is achieved through purchases of credit default swaps (CDS).

 

The counterparty risk associated with derivative contracts is always documented using ISDA Master Agreements, which also entail a netting agreement, with the support of collateral agreements in the form of a credit support annex (CSA). Approved collateral under the collateral agreements signed by SEK always take the form of liquid assets.

 

SEK also uses various types of collateral to reduce credit risks pertaining to certain types of credit granting. When a credit decision is taken, assessment primarily concerns the borrower’s credit rating and future repayment capacity. Collateral, where it is considered relevant, is a core element of the credit assessment and credit decision. While collateral can be significant for individual cases, it has limited impact on the total lending portfolio.

 

Concentration risks and large exposures

 

SEK’s exposures are analyzed and reported regularly in respect of risk concentration based on (i) the size of individual commitments, (ii) domicile and (iii) sector. The analysis refers to both direct exposure and indirect exposure from, for example, credit derivatives. The concentration risks mentioned above are reflected in SEK’s calculation of economic capital for credit risks, which leads to a higher capital requirement compared with the minimum capital requirement. When calculating capital requirements, the minimum capital requirement does not take concentration risks into account. For further information about concentration risks, see the section on internal capital adequacy assessment.

 

A large exposure whose value, after the exceptions applied in certain cases or reduction factors, corresponding

to at least 10 percent of an institution’s own funds, is defined as a large exposure according to the CRR. The aggregate amount of SEK’s large exposures at December 31, 2015 was 236.7 percent (2014: 341.6 percent) of SEK’s total own funds and consisted of risk-weighted exposures to 18 (2014: 25) different counterparties or counterparty groups. A non-permitted exposure is one whose value exceeds 25 percent of total own funds. At December 31, 2015, SEK had no non-permitted exposures (2014: o). For the purpose of monitoring and checking large exposures, SEK has defined internal limits, which impose further limitations on the size of such exposures in addition to those stated in the CRR.

 

Counterparty risk in derivative contracts

 

Counterparty risk in derivative contracts - which is a type of credit risk - arises when derivatives are used to manage risks. To limit this risk, SEK enters into such transactions solely with counterparties with strong credit ratings. Risk is further reduced by SEK’s entering into ISDA Master Agreements (ISDAs), with associated collateral agreements, with its counterparties before entering into derivative contracts. These bilateral collateral agreements mean that the highest permitted risk levels, in relation to each individual counterparty, are agreed in advance. The formulation of these agreements is designed to ensure that agreed risk levels (known as threshold amounts) are not exceeded, regardless of market value changes that may occur. ISDA and CSA agreements are reviewed continuously to be able to renegotiate the terms as necessary. For counterparty exposures that exceed the threshold amounts under the relevant CSAs due to market value changes, settlement is demanded so that the counterparty exposure is reduced to the pre-agreed level. The positive gross value of all derivative contracts in the balance sheet as of December 31, 2015 was Skr 12.7 billion (2014: Skr 16.0 billion). After netting on the basis of the current CSAs (by counterparty), but excluding cash collateral, the exposure was Skr 3.9 billion (2014: Skr 7.4 billion), i.e. Skr 8.7 billion (2014: Skr 8.6 billion) less than the gross exposure. Taking into account cash collateral and regulatory add-ons under the CRR mark-to-market method, the exposure amount for counterparty risk for capital adequacy purposes was Skr 4.1 billion (2014: Skr 5.7 billion). The majority of SEK’s derivative contracts are what are known as OTC (over the counter) derivatives, i.e. derivative contracts that are not settled on a stock exchange. At the end of 2015, SEK’s OTC derivative contracts were not yet subject to mandatory central clearing. For further information on OTC derivatives, see “New regulations”.


 

F- 83



Table of Contents

 

Market risk

 

Market risk is the risk of loss or changes in future earnings due to changes in, for example, interest rates, exchange rates, commodity prices or share prices. Market risk includes price risk in connection with sales of assets or the closing of exposures.

 

Risk management

 

SEK’s Board establishes SEK’s market risk appetite and strategy. In addition, instructions established by the CEO regulate SEK’s management of market risks. The Board’s Finance and Risk Committee makes decisions on limit structures, which clearly define and limit the permissible exposure to net market risk. The Chief Risk Officer decides on the methodology for determining how market risks are to be calculated and proposes changes in limit structures in connection with reviews of risk appetite and limits. All instructions are re-established annually. Market risk exposures are measured and reported on a daily basis to the CEO, and the Board’s Finance and Risk Committee at its scheduled meetings. The Risk Control function measures, monitors and reports on SEK’s market risk exposures on a daily basis. Cases where limits are exceeded are escalated without delay to the CEO and the Board’s Finance and Risk Committee.

 

SEK borrows funds by issuing bonds or other debt instruments which, regardless of the market risk exposures in the bonds, are hedged by being swapped to a floating interest rate. Borrowed funds are used either immediately for lending, mainly at floating interest rates, or swapped to a floating rate, or to ensure that SEK has adequate liquidity in the form of liquidity investments and liquidity reserves. Investments of liquidity must be made at a floating or fixed interest rates for up to one year. The aim is to hold assets and liabilities to maturity.

 

Since SEK’s appetite for market risk resulting from unmatched cash flows is low, the remaining open interest-rate and foreign-exchange risks that arise from the remaining unmatched flows between the renegotiation of interest rates in various currencies is hedged against changes in foreign exchange rates and current interest rates.

 

The duration of available borrowing matches that of lending and the maturity profile of liquidity investments is adapted to ensure that funds are available for all accepted undisbursed lending.

 

Unrealized changes in fair value affect the value of SEK’s assets and liabilities and impact the volatility of both earnings and SEK’s own funds. SEK’s largest net exposures that affect earnings and own funds are to changes in spread risks, mainly to credit spreads in assets and liabilities and to cross-currency basis swap spreads. Spread risks are kept at an acceptable level for the company through governance and control. This includes set limits for exposures and daily monitoring of limits.

 

Measurement

 

The following describes how SEK calculates and limits market risk internally. For the impact on earnings and other comprehensive income due to the interest-rate risk, see Note 26. Additional factors, such as different sensitivity calculations regarding the effect on economic value, earnings, equity and own funds, as well as more stress tests, are measured and reported but are not subject to limits. The government-supported S-system has been excluded since the government compensates SEK for all interest-rate differentials, borrowing costs and net foreign-exchange losses within the S-system (see Note 1). Risks in the S-system are measured and monitored regularly, and reported to the CEO, and to the Board’s Finance and Risk Committee at scheduled meetings.

 

Aggregated risk measure

 

The aggregated risk measure is based on analyses of 106 scenarios that each have a monthly risk horizon. The scenarios are updated each month and comprise historical movements in risk factors from the entire period from the end of 2006 to 2015. SEK’s aggregated risk measure estimates the impact on SEK’s equity by applying extreme historically observed movements in terms of market factors that affect the volatility of SEK’s equity. The exposure, which is based on the worst case scenario, is evaluated using SEK’s portfolio sensitivities to interest-rate risk, cross-currency basis swap price risk, credit spread risk in assets, credit spread risk in SEK’s own debt and currency risk. The limit is also based on the worst case scenario, which at the close of 2015 was based on market movements from June 2012. The risk at year-end 2015 amounted to Skr 624 million (2014: Skr 633 million).

 

The limit is set at Skr 1,300 million (2014: Skr 1,300 million). During 2015, SEK improved its aggregated risk measure by increasing the number of scenarios and risk factors, mainly attributable to the credit spread risk in assets.

 

Risk-specific measures

 

The aggregated risk measure and stress tests are complemented with risk-specific measures, including specific interest-rate-risk measures, spread-risk measures and currency-risk measures.

 

 

The measurement and limiting of interest-rate risk in SEK is divided into two categories:

 

·                   Interest-rate risk regarding changes in the economic value of SEK’s portfolio (EVE)

·                   Interest-rate risk regarding changes in future net interest income (NII).

 

F- 84



Table of Contents

 

Market risk, type

 

Definition

 

Risk profile*

 

 

 

 

 

Interest-rate risk regarding changes in the economic value of SEK’s portfolio (EVE)

 

The interest-rate risk regarding changes in economic value is calculated by means of a 100 basis point parallel shift in the yield curve and a 50 basis point twist in all yield curves. For each stress test the risk per currency is totaled in absolute terms.

 

The risk pertains to SEK’s overall business profile, particularly the balance between interest-bearing assets and liabilities in terms of volume and fixed interest terms. The risk measurement captures the long-term impact of changes in interest rates. The risk amounted to Skr 124 million (2014: Skr 108 million) at the end of 2015. At the end of 2015, the interest-rate price risk limit amounted to Skr 600 million (2014: Skr 250 million).

 

 

 

 

 

Interest-rate risk regarding changes in future net interest income (NII)

 

The net interest revenue risk within one year is calculated as the impact on net interest revenue for the coming year if new financing and investment must take place following a positive interest-rate shift of 100 basis points. For each stress test, the risk per currency is totaled in absolute terms.

 

The risk pertains to SEK’s overall business profile, particularly the balance between interest-bearing assets and liabilities in terms of volume and fixed interest terms for the next twelve months. The risk measurement captures the short-term impact of changes in interest rates. At the end of 2015, the risk amounted to Skr 202 million (2014: Skr 194 million) and the interest-rate price risk limit amounted to Skr 250 million (2014: Skr 275 million).

 

 

 

 

 

Credit spread risk in assets

 

Credit spread risk in assets is calculated as a potential impact on SEK’s equity, in the form of unrealized gains or losses, as a result of changes in the credit spreads on assets for those assets measured at fair value. Credit spread risk in assets measures the instantaneous change in value that arises from a 100 basis-point shift in credit spreads for all assets measured at fair value.

 

The risk is attributable to bonds in liquidity investments, including liquidity reserves, credit derivatives that hedge the credit risk in a number of bonds, and securitizations. At the end of 2015, the credit spread risk in assets was a negative amount of Skr 279 million (2014: negative Skr 479 million), and the limit for credit spread risk in assets amounted to Skr 550 million (2014: Skr 700 million).

 

 

 

 

 

Credit spread risk in own debt

 

Credit spread risk in own debt can have a potential impact on SEK’s equity, in the form of unrealized gains or losses, as a result of changes in present value after all of SEK’s credit spreads have been shifted by 20 basis points.

 

The risk is attributable to SEK’s structured debt measured at fair value. At the end of 2015, the credit spread risk in liabilities was Skr 603 million (2014: Skr 645 million), and the limit for credit spread risk in liabilities amounted to Skr 1,000 million (2014: Skr 1,200 million).

 

 

 

 

 

Cross-currency basis swap price risk

 

The cross-currency basis swap price risk measures a potential impact on SEK’s equity, in the form of unrealized gains or losses, as a result of changes in cross-currency basis spreads. The cross-currency basis swap price risk is measured, using sensitivities, as the change in present value after an increase in cross-currency basis spreads by a varying number of points (varying by currency in accordance with a standardized method based on volatility).

 

The risk is attributable to cross-currency basis swaps used by SEK to hedge the currency risk in the portfolio. At the end of 2015, the cross-currency basis swap price risk amounted to Skr 227 million (2014: Skr 372 million) and the limit for cross-currency basis swap price risk amounted to Skr 600 million (2014: Skr 550 million).

 

 

 

 

 

Risk to NII from cross-currency basis swaps

 

The 12-month risk to NII from cross-currency basis swaps is measured as the impact on SEK’s future earnings resulting from an assumed cost increase (varying by currency in accordance with a standardized method based on volatility) for transfers between currencies for which cross-currency basis swaps are used. For each stress test, the risk per currency is totaled in absolute terms.

 

The risk is attributable to cases where borrowing and lending are not matched in terms of currency and, therefore, the future cost of converting borrowing to the desired currency is dependent on cross-currency basis spreads. The risk is primarily attributable to Swedish kronor, because SEK has a deficit of Swedish kronor and borrows funds in other currencies, which are swapped into Swedish kronor. At the end of 2015, the risk amounted to Skr 34 million (2014: Skr 41 million) and the limit for the risk to NII from cross-currency basis swaps amounted to Skr 150 million (2014: Skr 75 million).

 


* All risk metrics pertain to pre-tax effects.

 

F- 85



Table of Contents

 

Market risk, type

 

Definition

 

Risk profile*

 

 

 

 

 

Currency risk

 

The risk is calculated as the change in value of all foreign currency positions at an assumed 10 percentage-point change in the exchange rate between the respective currency and the Swedish krona.

 

The foreign exchange position excluding unrealized changes in fair value is reported separately since SEK’s hedging strategy entails that only foreign exchange positions excluding unrealized changes in fair value are to be hedged. The foreign exchange position mainly arises on an ongoing basis due to differences between revenues and costs (net interest margins) in foreign currency. Currency risk excluding unrealized changes in fair value is kept low by matching assets and liabilities in terms of currencies or through the use of derivatives. In addition, accrued gains/losses in foreign currency are regularly converted to Swedish kronor. At the end of 2015, the risk amounted to Skr 2 million (2014: Skr 2 million) and the limit for currency risk was Skr 15 million (2014: Skr 15 million).

 

 

 

 

 

Other risks (equities, commodities and volatility risks)

 

These are calculated with the aid of stress tests of underlying equity indexes or volatility.

 

SEK’s equities and commodities risks, as well as FX volatility risks, only arise from structured borrowing. The structured borrowing is hedged by being swapped to floating interest rates. While all structured cash flows are matched through a hedging swap, there could be an impact on earnings. This is because measurement of the bond takes account of SEK’s own credit spread, while the swap is not affected by this credit spread, and also because of changes in expected maturity for the structured borrowing. Interest-rate volatility risk also arises from other transactions with early redemption options. These risks are calculated and limited. At the end of 2015, these risks and limits were low.

 

Stress tests

 

SEK conducts regular stress tests by applying extreme movements in market factors that have been historically observed in the market place (historical scenarios) and extreme movements that could happen in the future (hypothetical or forward-looking scenarios). Analyses of this type provide management with insight into the potential impact on SEK’s operations of significant movements in individual risk factors, or of broader market scenarios, and continuously ensure that the risk measurement is effective.

 

 

 

 

 

Risks that impact SEK’s own funds

 

GRAPHIC

 

Risks that impact SEK’s equity - linked to unrealized changes in value

 

GRAPHIC

 

F- 86



Table of Contents

 

Liquidity and refinancing risk

 

Liquidity and refinancing risk is defined as the risk of SEK not being able to refinance its outstanding loans and committed undisbursed loans, or being unable to meet increased liquidity requirements. Liquidity risk also includes the risk of having to borrow funds at unfavorable interest rates or needing to sell assets at unfavorable prices to meet payment commitments.

 

Trend for SEK’s available funds at December 31, 2015

 

 

Risk management

 

The management of SEK’s liquidity and refinancing risk is regulated by Governing Documents established by the Board’s Finance and Risk Committee. SEK’s policy governing liquidity and refinancing risk requires that borrowing through maturity must be available for all credit commitments - loans outstanding as well as committed undisbursed loans. For CIRR loans, which SEK manages on behalf of the Swedish government, SEK’s loan facility with the Swedish National Debt Office is also regarded as available borrowing. The credit facility, granted by the government via the Swedish National Debt Office, amounts to Skr 125 billion (2014: Skr 80 billion) and may only be used to finance CIRR loans. The credit facility is valid from January 1, 2016 through December 31, 2016 and entitles SEK to receive financing over the maturities of the underlying CIRR loans. No funds have been drawn under this credit facility. This means that no refinancing risk is permitted, as shown in the chart “Trend for SEK’s available funds”. Borrowed funds not yet used to finance credits must be invested in interest-bearing securities; see also the Liquidity investments section. Liquidity and refinancing risk is measured and reported regularly to the relevant manager, the Risk and Compliance Committee, the CEO and the Board and its committees.

 

Measurement

 

In the short term, liquidity risk is monitored mainly through measurement of the liquidity coverage ratio (LCR), which shows SEK’s highly liquid assets in relation to its net cash outflows for the next 30 calendar days. Cash-flow forecasts of up to one year are prepared regularly according to various scenarios. Long-term, structural liquidity risk is monitored primarily through measurement of the net stable funding ratio (NSFR) and as described in the preceding section, Risk management.

 

Liquidity investments

 

To meet SEK’s policy governing liquidity and refinancing risk, undisbursed borrowed funds must be invested in interest-bearing securities, known as liquidity investments.

 

In turn, the management of SEK’s liquidity investments is regulated by the Liquidity Strategy established by the Board’s Finance and Risk Committee. The size of the liquidity portfolio is adapted to cover outflows, outside of the CIRR system, attributable to: 1) committed undisbursed loans, 2) collateral agreements with derivative counterparties, 3) outflows attributable to short-term borrowing transactions and 4) budgeted new lending.

 

At year-end 2015, the volume of committed undisbursed loans amounted to Skr 63.4 billion (2014: Skr 16.0 billion), of which Skr 54.6 billion (2014: Skr 7.5 billion) was attributable to the S-system. SEK’s liquidity investments

 

F- 87



Table of Contents

 

include a liquidity buffer of Skr 15.0 billion (2014: Skr 15.0 billion), which is intended to cover any outflows under SEK’s collateral agreements with its derivative counter-parties in order to mutually control counterparty risks. The pre-financing buffer takes account of borrowing transactions amounting at least to an equivalent of USD 500 million and maturing within six months. At year-end 2015, the pre-financing buffer was Skr 8.6 billion (2014: Skr 3.9 billion). Finally, liquidity investments include capacity for SEK’s estimated new lending requirements. Budgeted new lending amounted to Skr 46.5 billion.

 

New lending capacity is measured as the number of months that SEK is able to conduct planned new lending without access to new borrowing. This capacity aims to provide at least four months’ (2014: four months’) new lending. At year-end 2015, new lending capacity amounted to Skr 11.1 billion (2014: Skr 40.6 billion), which corresponds to four months’ (2014:16 months’) new lending. The maturity profile of the liquidity investments must reflect the net maturity of borrowing and lending. Investments must be made in assets of good credit quality. Such investments should take into account the liquidity of the investment under normal market conditions and the investment’s currency must comply with established guidelines. SEK intends to hold these assets to maturity and only divest them should circumstances so demand. At year-end 2015, the volume of the liquidity investments amounted to Skr 58.7 billion (2014: Skr 86.6 billion), which represented a significant year-on-year change. During the year, SEK decreased its liquidity investments to utilize capital more efficiently. The following charts provide a breakdown of the liquidity investments by exposure type, maturity and rating as of December 31, 2015.

 

Liquidity investments by exposure type as of December 31, 2015

 

 

Liquidity investments by maturity (“M”)

 

GRAPHIC

 

Liquidity investments by rating based on net exposure

 

GRAPHIC

 

Borrowing

 

SEK’s borrowing strategy is regulated in the Financing Strategy Policy, which is established by the Board’s Finance and Risk Committee. The aims of the Financing Strategy include ensuring that SEK’s borrowing is well-diversified in terms of markets, investors, counterparties and currencies. With regard to maturity, no refinancing risk is allowed; see the preceding Risk management section.

 

Short-term borrowing

 

For the purpose of ensuring access to funding, SEK has revolving borrowing programs for maturities of less than one year. These include a US Commercial Paper program (UCP) of USD 3.0 billion (2014: USD 3.0 billion) and a European Commercial Paper program (ECP) corresponding to USD 4.0 billion (2014: USD 4.0 billion). At the end of 2015, SEK had utilized USD 400 million (2014: USD 610 million) under the UCP program and EUR o million (2014: EUR 320 million) and USD 150 million (2014: USD 300 million) under the ECP program. SEK also has a swingline facility that functions as a back-up facility for SEK’s revolving borrowing program for maturities of less than one year.

 

F- 88



Table of Contents

 

Long-term borrowing

 

To secure access to substantial volumes of borrowing, and to ensure that insufficient liquidity or investment appetite among individual borrowing sources does not constitute an obstacle to operations, SEK issues bonds with different structures, currencies and maturities. SEK also issues bonds in many different geographic markets. The following charts illustrate some aspects of the diversification of SEK’s borrowing. The first chart shows the breakdown of long-term borrowing by structure type, while the second chart shows a breakdown by market of long-term borrowing.

 

Total long-term borrowing by structure type at December 31, 2015

 

 

Total long-term borrowing by market at December 31, 2015

 

 

Contingency plan

 

SEK has a contingency plan for the management of liquidity crises that has been issued by Per Åkerlind, Executive Vice President and Head of Treasury & Capital Management. The plan describes what constitutes a liquidity crisis according to SEK and what measures SEK intends to take if such a crisis is deemed to have occurred. The plan also describes the decision-making structure during a liquidity crisis. An internal and external communication plan is also included. The contingency plan is also closely linked to the results of the scenario analyses that are performed regularly. These scenarios aim to increase SEK’s preparedness and ensure that SEK can cope with situations such as the partial or complete cessation of various borrowing sources. The scenarios cover company-specific and market-related problems, both individually and in combination.

 

 

 

F- 89



Table of Contents

 

Operational risk

 

Operational risk is the risk of losses resulting from inadequate or faulty processes or systems, human error or from external events. Operational risk also includes legal risk and compliance risk.

 


Risk management

 

Responsibility and internal governance

 

Operational risk exists in potentially all functions within SEK, which means that the managers of all the various SEK functions have a responsibility for effective management of operational risk within their own function. In order to support operational risk management, SEK works in compliance with policy documents in accordance with SEK’s framework for operational risk. Responsibility for monitoring, analysis and reporting of operational risk lies with the Risk Control function, as does responsibility for monitoring the appropriateness and effectiveness of operational risk management. The Risk and Compliance Committee is SEK’s committee tasked with monitoring operational risk. Reporting is provided by the Risk Control function to the Risk and Compliance Committee and the Board’s Finance and Risk Committee.

 

Identification and governance

 

SEK places a strong focus on preventive measures relating to operational risk. Of particular importance in this are risk analyses utilizing appropriate scenarios, both on an ongoing basis in the event of changes and annually recurring. Ongoing analysis of changes may relate to the introduction of a new product or a new IT system, changes to a process or a major change such as a reorganization. SEK performs annual risk analyses, coordinated with business

planning and the internal capital adequacy assessment, as part of strategic planning. Action plans are developed to manage identified risks, which are then monitored as part of the responsibility of the respective heads of functions. The Risk Control function carries out an aggregated monitoring and analysis of the risks and action plans. The most significant risks are then monitored and analyzed individually.

 

When an operational risk event, or incident, occurs, an analysis is carried out to determine the cause. Measures are then implemented and followed up to prevent a recurrence.

 

Measurement

 

SEK measures and reports operational risk levels each quarter. SEK’s conclusion regarding the risk level is based on an assessment of four main components. In brief, these are:

 

(i)                   the number of risks assessed as high risk, if any,

 

(ii)                the scope of losses resulting from incidents over the past four quarters,

 

(iii)             whether incidents have occurred and, if so, the number that fall outside SEK’s risk appetite for incidents over the last four quarters, and

 

(iv)            whether SEK has efficient internal controls on financial reporting in accordance with SOX Section 404.


 

F- 90



Table of Contents

 

 

Sustainability risk

 

Sustainability risk is the risk that SEK’s operations directly or indirectly impact their surroundings negatively in respect of money laundering, environmental issues, anticorruption, human rights, labor conditions and business ethics.

 


Risk management

 

Sustainability risks are managed according to a risk-based approach and SEK only engages in transactions for which we have conducted know your customer activities. SEK’s measures to manage sustainability risks when lending are subject to national and international regulations and guidelines, along with the government’s owner policy and SEK’s owner instruction pertaining to the following areas: money laundering, environmental issues, anticorruption, human rights and labor conditions. SEK is tasked with imposing adequate requirements in the operations and projects the company finances in order to mitigate negative environmental and societal impacts.

 

The international guidelines that SEK applies are:

 

·         The OECD’s conventions and guidelines on anticorruption measures

·         The UN Guiding Principles on Business and Human Rights

·         The ILO’s core conventions

·         The UN Convention on the Rights of the Child

·         The OECD’s Recommendation of the Council on Common Approaches for Officially Supported Export Credits and Environmental and Social Due Diligence

·         The Equator Principles

·         The OECD’s Principles and Guidelines to Promote Sustainable Lending

 

Measurement and checks

 

Potential sustainability risks at counterparty, country and project level are identified and classified for each new loan.

 

·         Counterparty risk - Checks and risk classification are conducted as part of know your customer, including ownership and checks against international sanction lists, as well as whether the counterparty has been involved in significant sustainability-related incidents.

·         Country risk - Countries are classified according to the risk of human rights violations, corruption, money laundering and terrorist financing.

·         Project risk - Projects and project-related financing are classified based on their potential societal and environmental impact according to the OECD’s

 

framework for export credits. Category A projects have a potentially material impact, category B projects potentially have some impact, and category C projects have little or no potential impact.

 

Elevated sustainability risk

 

The sustainability risk is considered to be elevated in the following cases:

 

·         Category A and B projects

·        Projects or operations with a high risk of corruption or human rights violations

·         Areas affected by conflict

·         The mining and arms sectors

·         Exporters or their end customers who are internationally blacklisted or have been involved in a significant incident

 

In-depth sustainability review

 

An in-depth sustainability review is performed in cases of elevated sustainability risk. The extent and form of the review depends on the scope of the financing, the level of the identified risks and SEK’s ability to influence the situation. Where necessary, social and environmental conditions are included in loan agreements, and site visits may be included as part of an evaluation. In the case of deviations from international standards or other deficient management of sustainability risks, the counterparty is required to take measures to rectify this. Monitoring during the tenor of the loan is conducted via continuous incident searches and checks of compliance with the agreement’s sustainability clauses.

 

Loans granted to major projects in 2015

 

SEK granted loans to the following projects in 2015. One of the projects pertained to a performance bond and one of the category B projects was not reported due to reasons related bank secrecy.

 

Category A projects

 

·     A pulp mill in Finland

·     A wind farm in Chile

Category B projects

 

·     A paper machine in Turkey

·     A hospital in the UK


 

F- 91



Table of Contents

 

New regulations

 

This section addresses new regulations that will have a material impact on risk and capital management and that have either become effective but not yet been applied or are subject to an active legislation process within the EU.


 

 


Credit risk

 

For risk classification and quantification of credit risk, SEK applies the foundation IRB approach to internal risk classification. However, the Swedish FSA has permitted SEK to make certain exceptions from the IRB approach, in which case the Standardized Approach is used to calculate the capital requirement. For exposures to the Swedish government, Swedish regional governments and a number of additional non-significant exposures, the exceptions are permanent. For exposures to foreign governments, foreign regional governments and multilateral development banks, the exceptions apply through December 31, 2015. During 2015, SEK applied to the Swedish FSA for permission to apply the IRB approach for these exposures when the time-limited exceptions expire and, until such time as permits are granted, to temporarily extend the time-limited exceptions. The minimum capital requirements for those exposures impacted by the application will increase in connection with a switch to the IRB approach.

 

Market risk

 

On May 22, 2015, the EBA, the European regulatory agency, issued guidelines concerning the management of interest-rate risk arising from non-trading activities, or the interest-rate risk in the banking book (IRRBB), which became effective on January 1, 2016. The guidelines comprise the following areas: Scenarios and stress testing, measurement assumptions, methods for measuring interest-rate risk, governance of interest-rate risk and capital identification, calculation and allocation designed to cover interest-rate risk. These guidelines require significantly more sophisticated methods for measuring interest-rate risk compared with the past. SEK has implemented the new guidelines and, initially, they have not resulted in higher capital requirements for market risk.

 

Counterparty risk

 

The European Market Infrastructure Regulation (EMIR), which relates to OTC derivatives, central clearing coun-terparties and trade repositories, became effective in 2012. Since then, various parts of the regulation have been rolled out. During 2016, additional parts of the regulation, applying to the central clearing of certain types of OTC derivatives, will start to apply. SEK has been defined as belonging to Category 2 in this respect and it was decided in November 2015 that, from December 2016, institutions in Category 2 will be required to clear certain OTC derivatives for any such derivatives entered into from May 2016. If the derivatives are cleared, this will impact on cash flows, pledging of collateral, counterparty risk and financial reporting.

 

 

As of March 2017, it will also be obligatory for SEK to pledge collateral to cover the variation margin on non-cleared derivative contracts. However, since the detailed regulation governing this has not yet been adopted, it is currently not possible to determine whether it will lead to material differences in terms of cash flows compared with the governing agreements on the pledging of collateral under the current regulations.

 

Liquidity risk

 

In respect of the liquidity coverage ratio (LCR) under the Capital Requirements Regulation (CRR), a minimum ratio of 60 percent was introduced on October 1, 2015. This minimum ratio will gradually be raised to 100 percent, effective January 1, 2018. In Sweden, certain national regulatory requirements concerning minimum ratios have already become effective.

 

The net stable funding ratio (NSFR) under the CRR is already reported to the supervisory authority. However, the minimum requirements will not become effective until 2018.

 

Banking Recovery and Resolution Directive (BRRD)

 

The BRRD has been implemented in full in Swedish legislation, effective February 1, 2016. During 2015, parts of the BRRD were implemented by means of regulations issued by the Swedish FSA, under which SEK is required to establish recovery plans. As of 2016, all BRRD requirements have been introduced in Sweden by means of legislation. Pursuant to the BRRD, SEK is thus subject to minimum requirements for its own funds and for eligible own funds, which is a parallel requirement to CRR. The minimum requirements must be established individually for each institution by the resolution authority, which in Sweden is the Swedish National Debt Office. The Swedish National Debt Office has yet to inform SEK about the minimum requirement that will be applied to SEK. SEK will pay an annual resolution fee, which will amount to approximately 0.09 percent of certain outstanding debt. The resolution fee will replace the currently applicable stability fund fee, amounting to 0.036 percent of certain outstanding debt. During 2016, the fee will be subject to transition rules.

 

IFRS 9

 

IFRS 9 Financial Instruments, which covers classification and measurement, impairment and general hedge accounting was issued by the IASB in 2014. IFRS 9 must be implemented from fiscal years beginning on January 1, 2018, but earlier adoption is permitted. SEK has initiated the process of evaluating the potential effects of the new standard, but has not yet arrived at any conclusions.


 

F- 92



Table of Contents

 

Internal capital adequacy assessment

 

In SEK’s assessment, SEK has own funds that comfortably exceed both the internally estimated need of own funds and the total capital requirement calculated by the Swedish FSA.

 


 

The internal capital adequacy assessment process (ICAAP) is an integral part of SEK’s strategic planning, whereby the Board decides SEK’s risk appetite and approves the capital target. The capital target is adopted by the general meeting of shareholders. The purposes of the ICAAP are to ensure that SEK has sufficient capital to meet the regulatory requirements under both normal and stressed financial conditions and to support SEK’s high credit rating. The capital kept by SEK must be sufficient in relation to the risks that SEK is or can be exposed to. The capital adequacy assessment is based on SEK’s internal assessments of the risks and their development, as well as assessments of risk measurement models, risk governance and risk management. It is integrated into business planning and forms the foundation for SEK’s strategy for maintaining an adequate amount of capital. Capital adequacy assessments are conducted at least for the forthcoming three-year period in the business plan.

 

In conjunction with its internal capital adequacy assessment process, an in-depth liquidity analysis is performed. During the planning period, the liquidity requirement and its composition are evaluated to ensure the company has adequate liquidity to implement the business plan and meet the regulatory requirements.

 

SEK’s assessment is that the macroeconomic climate represents the foremost source of the risks to its earnings and financial stability. To arrive at an adequate capitalization level that also applies under strained financial conditions, an analysis is conducted of how the capitalization is affected by stress in global financial markets, as well as of other factors that impact SEK’s business model and net risk exposure. The stressed macroeconomic scenario that is used for the planning period, 2016-2018, is based on a deepened crisis in Europe. The impact of the stress on SEK is applied to the business plan, following which management arrives at actions that could be taken in such a situation to continue to maintain an adequate level of capital.

 

When SEK performs the internal capital adequacy assessment, it applies methods other than those used for calculating the minimum capital requirement. The assessment is based on SEK’s internal calculation of economic capital. Economic capital is a calculation that captures the risks that are specific to SEK’s operations. In addition to risks that are included in the minimum

 

 

 

capital requirement, SEK also analyzes concentration risk, additional market risks, operational risks and pension risk. The internally assessed capital requirement was Skr 9,947 million (2014: Skr 11,107 million) at December 31, 2015, of which Skr 7,944 million (2014: 9,099 million) was attributable to credit risk, Skr 318 million (2014: Skr 315 million) to operational risk, SEK 1,447 million (2014: Skr 1,693 million) to market risk, Skr 192 million (2014: -) to credit valuation adjustment risk and SEK 46 million (2014: -) to pension risk. This may be compared with the minimum capital requirement, which was Skr 6,178 million (2014: Skr 6,985 million) at December 31, 2015, of which Skr 5,280 million (2014: 6,316 million) was attributable to credit risk, Skr 192 million (2014: Skr 267 million) to credit valuation adjustment risk, Skr 318 million (2014: Skr 278 million) to operational risk, Skr 126 million (2014: Skr 122 million) to foreign exchange risk, SEK 1 million (2014: Skr 2 million) to commodities risk and Skr 261 million (2014: Skr 0 million) to Basel 1 requirements.

 

For credit risk, economic capital is based on a quantitative approach whereby Value at Risk (VaR) is calculated at a confidence level of 99.9 percent. This quantitative estimate is performed using a simulation-based tool that produces a probability distribution of the value of the credit portfolio over a defined time horizon (usually one year). The methodology used in the VaR quantification is based on the CreditMetrics model. This quantitative approach is also complemented by a comparative analysis of the capital requirement under Pillar l and economic capital, as well as by qualitative assessments. The primary aim of the analysis is to assess whether the total capital requirements under Pillar 2 should be set higher than the capital requirement calculated under Pillar 1. Factors that result in a higher capital requirement in the overall internal assessment than in the capital requirement under Pillar 1 are name concentration, geographic and sector concentration and SEK’s use of a more conservative assumption for correlation than that used under Pillar 1.

 

In addition to the internal capital adequacy assessment, SEK also performs an estimation of the Swedish FSA’s assessment of SEK’s total capital requirement as performed in the review and evaluation process. The capital requirement specified by the Swedish FSA constitutes a minimum requirement for the size of SEK’s own funds.


 

F- 93



Table of Contents

 

SIGNATURES

 

The registrant hereby certifies that it meets all requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

 

AKTIEBOLAGET SVENSK EXPORTKREDIT (publ)

 

(Swedish Export Credit Corporation)

 

(Registrant)

 

 

 

 

 

By

/s/ Catrin Fransson

 

 

Catrin Fransson, Chief Executive Officer

 

 

 

 

Stockholm, Sweden

 

February 26, 2016

 

 



Table of Contents

 

EXHIBIT INDEX

 

Exhibits

 

 

 

 

 

1.1

 

Articles of Association of the Registrant in effect as of the date of this annual report (filed as Exhibit 1.1 to the Company’s Annual Report on 20-F (No. 001-08382) for the year ended December 31, 2014, and incorporated herein by reference).

 

 

 

2.1

 

Indenture, dated as of August 15, 1991, between the Company and J.P. Morgan Trust Company, National Association (as successor in interest to the First National Bank of Chicago) as Trustee, providing for the issuance of debt securities, in one or more series, by the Company (filed as Exhibit 4(a) to the Company’s Report of Foreign Issuer on Form 6-K (No. 001-08382) dated September 30, 1991 and incorporated herein by reference).

 

 

 

2.2

 

First Supplemental Indenture dated as of June 2, 2004 between the Company and J.P. Morgan Trust Company, National Association (filed as Exhibit 4(b) to the Company’s Registration Statement on Form F-3 (No. 333-131369) dated January 30, 2006 and incorporated herein by reference).

 

 

 

2.3

 

Second Supplemental Indenture, dated as of January 30, 2006, between the Company and J.P. Morgan Trust Company, National Association (filed as Exhibit 4(c) to the Company’s Registration Statement on Form F-3 (No. 333-131369) dated January 30, 2006 and incorporated herein by reference).

 

 

 

2.4

 

Third Supplemental Indenture, dated as of October 23, 2008, relating to the Debt Securities (filed as Exhibit 4 to the Company’s Report of Foreign Issuer on Form 6-K dated October 23, 2008 (No. 001-08382) and incorporated herein by reference).

 

 

 

2.5

 

Fiscal Agency Agreement dated March 27, 2015 relating to an unlimited aggregate principal amount of debt securities authorized to be issued under the Company’s Program for the Continuous Issuance of Debt Instruments (filed herewith).

 

 

 

2.6

 

Deed of Covenant dated April 4, 2014 relating to an unlimited aggregate principal amount of securities of SEK authorized to be issued under the Company’s Program for the Continuous Issuance of Debt Instruments (filed as Exhibit 2.6 to the Company’s Annual Report on 20-F (No. 001-08382) for the year ended December 31, 2014, and incorporated herein by reference).

 

 

 

2.7

 

Fourth Supplemental Indenture, dated as of March 8, 2010, relating to the Debt Securities (filed as Exhibit 4(f) to the Company’s Post-Effective Amendment (No. 333-156118) to the Company’s Registration Statement on Form F-3, filed by the Company on March 10, 2010 and filed as Exhibit 2.8 to the Company’s Annual Report on Form 20-F (No. 001-08382) for the year ended December 31, 2009, filed by the Company on March 31, 2010 and incorporated herein by reference).

 

 

 

2.8

 

English-language summary of the Terms and Conditions dated 22 February 2012 relating an unlimited principal amount of debt securities authorized to be issued under the Company´s Swedish MTN Programme (filed as Exhibit 2.9 to the Company’s Annual Report on Form 20-F (No.001-08382) for the year ended December 31, 2011, filed by the Company on March 19, 2012 and incorporated herein by reference).

 

 

 

2.9

 

ASX Austraclear Registry and IPA Services Agreement dated 14 October 2009 relating to an unlimited principal amount of debt securities authorized to be issued under the Company´s Australian Dollar Debt Issue Programme (filed as Exhibit 2.10 to the Company’s Annual Report on Form 20-F (No. 001-08382) for the year ended December 31, 2009, filed by the Company on March 31, 2010 and incorporated herein by reference).

 

 

 

2.10

 

Second Note Deed Poll dated 19 March 2014 relating to an unlimited principal amount of debt securities authorized to be issued under the Company´s Australian Dollar Debt Issue Program (filed as Exhibit 2.11 to the Company’s Annual Report on Form 20-F (No. 001-08382) for the year ended December 31, 2009, filed by the Company on March 31, 2010 and incorporated herein by reference).

 

 

 

7.1

 

Statement of Calculation of Ratios of Earnings to Fixed Charges (filed herewith).

 



Table of Contents

 

8.1

 

List of Subsidiaries (filed herewith).

 

 

 

12.1

 

Certifications pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith).

 

 

 

13.1

 

Certifications pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

 

 

14.1

 

Consent of Independent Registered Public Accounting Firm (filed herewith).

 

Pursuant to Instruction 2(b) (i) in the “Instructions as to Exhibits” in Form 20-F, various instruments defining the rights of holders of long-term debt securities issued by the Company are not being filed herewith because such debt securities are not registered with the Commission and the total amount of debt securities authorized under each such instrument does not exceed 10% of the total assets of the Company. The Company hereby agrees to furnish a copy of any such instrument to the Commission upon request.

 


Exhibit 2.5

 

CLIFFORD CHANCE LLP

 

EXECUTION VERSION

 

DATED 27 March 2015

 

AB SVENSK EXPORTKREDIT (publ)

AS ISSUER

 

DEUTSCHE BANK AG, LONDON BRANCH

AS FISCAL AGENT

 

DEUTSCHE BANK LUXEMBOURG S.A.

AS INTERNATIONAL REGISTRAR, LUXEMBOURG PAYING AGENT AND

TRANSFER AGENT

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

AS DTC REGISTRAR, DTC PAYING AGENT AND DTC TRANSFER AGENT

 

DEUTSCHE INTERNATIONAL CORPORATE SERVICES (IRELAND) LIMITED

AS IRISH PAYING AGENT

 


 

UNLIMITED PROGRAMME FOR THE CONTINUOUS

ISSUANCE OF DEBT INSTRUMENTS

FISCAL AGENCY AGREEMENT

 


 



 

CONTENTS

Clause

 

 

 

Page

 

 

 

1.

Interpretation

2

2.

Appointment of the Paying Agents and the Registrars

8

3.

The Instruments

8

4.

Issuance of Instruments

13

5.

Exchange

17

6.

Replacement Instruments

18

7.

Payments to the Fiscal Agent or the Registrars

20

8.

Payments to Holders of Bearer Instruments

21

9.

Payments to Holders of Registered Instruments

23

10.

Miscellaneous Duties of the Fiscal Agent and the Paying Agents

24

11.

Miscellaneous Duties of the Registrar

27

12.

Appointment and Duties of the Calculation Agent

29

13.

Fees and Expenses

30

14.

Terms of Appointment

31

15.

Changes in Agents

32

16.

Time

34

17.

Notices

34

18.

Law and Jurisdiction

35

19.

Modification

36

20.

Rights of Third Parties

36

21.

Counterparts

36

Schedule 1 Form of Temporary Global Instrument

37

Schedule 2 Form of Permanent Global Instrument

52

Schedule 3

63

Part I Form of Definitive Instrument (“AIBD” format)

63

Part II Forms of Coupons

66

Part III Form of Talon

68

Schedule 4 Form of Global International Instrument Certificate

70

Schedule 5 Form of Individual International Instrument Certificate

79

Schedule 6 Form of Unrestricted Global Instrument Certificate

83

Schedule 7 Form of Restricted Global Instrument Certificate

95

Schedule 8 Form of Unrestricted Individual Instrument Certificate

107

Schedule 9 Form of Restricted Individual Instrument Certificate

112

Schedule 10 Provisions for Meetings of Holders of Instruments

118

 

i



 

Schedule 11 Regulations concerning Transfers of Registered Instruments

126

Schedule 12 The Specified Offices of the Paying Agents and the Registrars

130

Schedule 13 Duties under the Issuer-ICSDs Agreement

132

Schedule 14 Form of Transfer Certificate

133

 

ii



 

THIS FISCAL AGENCY AGREEMENT is made on 27 March 2015

 

BETWEEN

 

(1)                                  AB SVENSK EXPORTKREDIT (publ) (“ SEK ”);

 

(2)                                  DEUTSCHE BANK AG , LONDON BRANCH in its capacity as fiscal agent (the “ Fiscal Agent ”, which expression shall include any successor to Deutsche Bank AG, London Branch in its capacity as such);

 

(3)                                  DEUTSCHE BANK LUXEMBOURG S.A. in its capacity as international registrar (the “ International Registrar ”, which expression shall include any successor to Deutsche Bank Luxembourg S.A. in its capacity as such) and as transfer agent (the “ Transfer Agent ”,  which expression shall include any successor to Deutsche Bank Luxembourg S.A. in its capacity as such);

 

(4)                                  DEUTSCHE BANK TRUST COMPANY AMERICAS in its capacity as the DTC Registrar (the “ DTC Registrar ”, which expression shall include any successor to Deutsche Bank Trust Company Americas in its capacity as such), paying agent in connection with the DTC Registered Instruments (the “ DTC Paying Agent ”, which expression shall include any successor to Deutsche Bank Trust Company Americas in its capacity as such) and transfer agent in connection with the DTC Registered Instruments (the “ DTC Transfer Agent ”, which expression shall include any successor to Deutsche Bank Trust Company Americas in its capacity as such);

 

(5)                                  DEUTSCHE INTERNATIONAL CORPORATE SERVICES (IRELAND) LIMITED , in its capacity as Irish paying agent (the “ Irish Paying Agent ”), which expression shall include any successor to Deutsche International Corporate Services (Ireland) Limited in its capacity as such); and

 

(6)                                  DEUTSCHE BANK LUXEMBOURG S.A. in its capacity as Luxembourg paying agent (together with the Fiscal Agent, the Irish Paying Agent and the DTC Paying Agent,  the “ Paying Agents ”,  which expression shall include any substitute or additional paying agents appointed in accordance with this Agreement).

 

WHEREAS

 

(A)                                SEK has established an unlimited programme (the “ Programme ”) for the continuous issuance of debt instruments (the “ Instruments ”), in connection with which it has entered into a dealership agreement dated 27 March 2015 (the “ Dealership Agreement ”).

 

(B)                              SEK has made an application to the regulated market of the Luxembourg Stock Exchange for the Instruments issued under the Programme to be admitted to listing on the Official List and to trading on the regulated market of the Luxembourg Stock Exchange. Application will also be made to the London Stock Exchange plc (the “ London Stock Exchange ”) for Instruments issued under the Programme to be admitted to listing on the Official List and to trading on the Regulated Market of the London Stock Exchange. Instruments may also be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or that they will be admitted to listing, trading

 

1



 

and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with SEK.

 

(C)                                In connection with such applications SEK has prepared a base prospectus dated 27 March 2015 (the “ Base Prospectus ”, which expression shall include any documents incorporated therein by reference and any supplemental base prospectus that may be prepared from time to time).

 

(D)                                Instruments issued under the Programme for which a prospectus is required under the Prospectus Directive, may be issued either (1) pursuant to the Base Prospectus and relevant Final Terms describing the final terms of the particular Tranche of Instruments, or (2) pursuant to a prospectus (the “ Drawdown Prospectus ”) containing all information relevant to the particular Tranche of Instruments which shall include all information included or incorporated by reference therein. In case of an issue of Instruments for which no prospectus is required under the Prospectus Directive, such Instruments may be issued pursuant to a pricing supplement containing all information relevant to the particular Tranche of Instruments, which shall include all information included or incorporated by reference therein (the “ Pricing Supplement ”).

 

(E)                                 In connection with the Programme, the parties hereto entered into a fiscal agency agreement dated 4 April 2014 (the “ Current Fiscal Agency Agreement ”).

 

(F)                                  The parties hereto wish to amend and restate the Current Fiscal Agency Agreement as set out herein.

 

IT IS AGREED as follows:

 

1.                                       INTERPRETATION

 

1.1                                All terms and expressions which have defined meanings in the Base Prospectus or the Dealership Agreement shall have the same meanings in this Agreement except where the context requires otherwise or unless otherwise stated. In addition, in this Agreement the following expressions have the following meanings:

 

Bearer Instruments ” has the meaning given to it in Clause 3.3.

 

CGI ” means a CGI Permanent Global Instrument or a CGI Temporary Global Instrument.

 

CGI Permanent Global Instrument ” means a Permanent Global Instrument representing Instruments for which the relevant Final Terms or the Drawdown Prospectus, as the case may be, specify that the New Global Instrument form is not applicable.

 

CGI Temporary Global Instrument ” means a Temporary Global Instrument representing Instruments for which the relevant Final Terms specify that the New Global Instrument form is not applicable.

 

References to a “ Clause ” is, unless the context indicates otherwise, to a clause in a section hereof.

 

2



 

Clearstream, Luxembourg ” means Clearstream Banking, société anonyme, Luxembourg.

 

Common Safe-keeper ” means an ICSD in its capacity as common safe-keeper or a person nominated by the ICSDs to perform the role of common safe-keeper.

 

Common Service Provider ” means a person nominated by the ICSDs to perform the role of common service provider.

 

References to a “ Condition ” is to a numbered condition in the terms and conditions of the Instruments as appearing in the Base Prospectus or, in relation to any Series of Instruments, the substantially corresponding condition in the terms and conditions applicable to such Series of Instruments.

 

CSSF ” means the Commission de Surveillance du Secteur Financier.

 

Drawdown Prospectus ” means a prospectus containing all information relevant to the particular Tranche of Instruments which shall include all information included or incorporated by reference therein which has been approved by the relevant competent authority of a Member State in accordance with the Prospectus Directive and relevant implementing measures and which shall include all information included or incorporated by reference therein.

 

DTC ” means the Depository Trust Company at its offices at 55 Water Street, New York, NY 10041, United States of America.

 

DTC Custodian ” means the custodian for DTC.

 

DTC Instrument Certificates ” means any Individual Instrument Certificates and any Global Instrument Certificates.

 

DTC Registered Instrument ” means an Instrument issued in registered form, evidenced by one or more DTC Instrument Certificates issued or to be issued pursuant to Clauses 3.10 to 3.14.

 

EFi ” means Euroclear Finland Ltd., incorporated in Finland with Reg No. 1061446-0.

 

ESw ” means Euroclear Sweden AB, incorporated in Sweden with Registered Number 556112-8074.

 

Euroclear ” means Euroclear Bank SA/NV.

 

Eurosystem ” means the central banking system for the Euro.

 

Eurosystem Eligible NGI ” means a Eurosystem Eligible NGI Temporary Global Instrument or a Eurosystem Eligible NGI Permanent Global Instrument.

 

Eurosystem Eligible NGI Permanent Global Instrument ” means a Permanent Global Instrument which is intended to be a new global instrument eligible for Eurosystem operations, as stated in the applicable Final Terms.

 

3



 

Eurosystem Eligible NGI Temporary Global Instrument ” means a Temporary Global Instrument which is intended to be a new global instrument eligible for Eurosystem operations, as stated in the applicable Final Terms.

 

Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.

 

Global Instrument ” means a Temporary Global Instrument or a Permanent Global Instrument.

 

Global Instrument Certificate ” means a Restricted Global Instrument Certificate or an Unrestricted Global Instrument Certificate.

 

Global International Instrument Certificate ” means, in relation to any series, a global international instrument certificate representing the Instruments of such series to be issued pursuant to Clause 3.8 in the form or substantially in the form set out in Schedule 4 ( Form of Global International Instrument Certificate ).

 

ICSDs ” means Clearstream, Luxembourg and Euroclear.

 

Individual Instrument Certificate ” means an Unrestricted Individual Instrument Certificate or a Restricted Individual Instrument Certificate.

 

Individual International Instrument Certificate ” means, in relation to any series, an individual international instrument certificate representing a Holder’s entire holding of Instruments of such series in the form or substantially in the form set out in Schedule 5 ( Form of Individual International Instrument Certificate ).

 

Instrument Certificate ” means a DTC Instrument Certificate or an International Instrument Certificate.

 

International Instrument Certificate ” means any Global International Instrument Certificate or any Individual International Instrument Certificate.

 

International Registered Instrument ” means an Instrument issued in registered form evidenced by one or more International Instrument Certificates issued or to be issued pursuant to Clauses 3.7 to 3.9.

 

International Registrar ” means Deutsche Bank Luxembourg S.A.

 

Issuer-ICSDs Agreement ” means the agreement entered into between SEK and each of the ICSDs.

 

References to “ Local time ” in relation to any payment is to the time in the city in which the relevant bank or the relevant branch or office thereof is located and any reference to “local banking days” in relation thereto is to days (other than Saturdays and Sundays) on which commercial banks are open for business in such city.

 

London Business Day ” means a day (other than Saturdays and Sundays) on which commercial banks are generally open for business in London.

 

4



 

Master Global Instrument Certificate ” means a Global Instrument Certificate or a Global International Instrument Certificate which is complete except that it requires:

 

(a)                                  a copy of the Final Terms in respect of the Tranche of Instruments to which it will relate to be attached thereto;

 

(b)                                  in the case of a Tranche of Instruments the subject of a Drawdown Prospectus, a copy of the Drawdown Prospectus in respect of the Tranche of Instruments to which it will relate to be attached thereto;

 

(c)                                   completion by the DTC Registrar (in the case of a Restricted Global Instrument Certificate or Unrestricted Global Instrument Certificate) or by the International Registrar (in the case of a Global International Instrument Certificate), as the case may be, on behalf of SEK, as to the details of the Tranche of Instruments to which it will relate; and

 

(d)                                  authentication by or on behalf of the DTC Registrar (in the case of a Restricted Global Instrument Certificate or Unrestricted Global Instrument Certificate) or by the International Registrar (in the case of a Global International Instrument Certificate), as the case may be.

 

Master Permanent Global Instrument ” means a CGI Permanent Global Instrument or an NGI Permanent Global Instrument which is complete except that it requires:

 

(a)                                  a copy of the Final Terms in respect of the Tranche of Instruments to which it will relate to be attached thereto;

 

(b)                                  in the case of a Tranche of Instruments the subject of a Drawdown Prospectus, a copy of the Drawdown Prospectus in respect of the Tranche of Instruments to which it will relate to be attached thereto;

 

(c)                                   completion by the Fiscal Agent, on behalf of SEK, as to the details of the Tranche of Instruments to which it will relate;

 

(d)                                  authentication by or on behalf of the Fiscal Agent; and

 

(e)                                   in the case of an NGI Permanent Global Instrument, effectuation by or on behalf of the Common Safe-keeper.

 

Master Temporary Global Instrument ” means a CGI Temporary Global Instrument or an NGI Temporary Global Instrument which is complete except that it requires:

 

(a)                                  in the case of a Tranche of Instruments the subject of Final Terms, a copy of the Final Terms in respect of the Tranche of Instruments to which it will relate to be attached thereto;

 

(b)                                  in the case of a Tranche of Instruments the subject of a Drawdown Prospectus, a copy of the Drawdown Prospectus in respect of the Tranche of Instruments to which it will relate to be attached thereto;

 

(c)                                   completion by the Fiscal Agent, on behalf of SEK, as to the details of the Tranche of Instruments to which it will relate;

 

5



 

(d)                                  authentication by or on behalf of the Fiscal Agent; and

 

(e)                                   in the case of an NGI Temporary Global Instrument, effectuation by or on behalf of the Common Safe-keeper.

 

NGI ” means a Eurosystem Eligible NGI or a Non-Eligible NGI.

 

NGI Permanent Global Instrument ” means a Temporary Global Instrument representing Instruments for which the relevant Final Terms or Drawdown Prospectus (as the case may be) specify that the New Global Instrument form is applicable.

 

NGI Temporary Global Instrument ” means a Temporary Global Instrument representing instruments for which the relevant Final Terms or Drawdown Prospectus (as the case may be) specify that the New global Instrument form is applicable.

 

Non-Eligible NGI ” means a Non-Eligible NGI Temporary Global Instrument or a Non-Eligible NGI Permanent Global Instrument.

 

Non-Eligible NGI Permanent Global Instrument ” means a Permanent Global Instrument which is intended to be a new global instrument not eligible for Eurosystem operations, as stated in the applicable Final Terms.

 

Non-Eligible NGI Temporary Global Instrument ” means a Temporary Global Instrument which is intended to be a new global instrument not eligible for Eurosystem operations, as stated in the applicable Final Terms.

 

Permanent Global Instrument ” means a Permanent Global Instrument substantially in the form set out in Schedule 2 ( Form of Permanent Global Instrument ).

 

Registrars ” means the International Registrar and the DTC Registrar.

 

Registered Instrument ” means an International Registered Instrument or a DTC Registered Instrument.

 

Regulation S ” means Regulation S of the Securities Act.

 

Restricted Global Instrument Certificate ” means, in relation to any series, a restricted global instrument certificate representing the Instruments of such series to be issued pursuant to Clause 3.12 in the form or substantially in the form set out in Schedule 7 ( Form of Restricted Global Instrument Certificate ) and bearing the Rule 144A Legend and any legends required by DTC.

 

Restricted Individual Instrument Certificates ” means, in relation to any series, a restricted individual instrument certificate representing a Holder’s entire holding of Instrument of such series in the form or substantially in the form set out in Schedule 9 ( Form of Restricted Individual Instrument Certificate ) and bearing the Rule 144A Legend.

 

Rule 144A ” means Rule 144A of the Securities Act.

 

6



 

Rule 144A Legend ” means the transfer restriction legend relating to the Securities Act set out in the forms of Restricted Global Instrument Certificate and Restricted Individual Instrument Certificate scheduled to this Agreement.

 

References to the “ specified office ” of any Paying Agent or any Registrar is to the office specified against its name in Schedule 12 ( Specified Offices of the Paying Agents and Registrars ) or such other office in the same city as such office as such Paying Agent or, as the case may be, such Registrar may specify by notice to SEK and the other parties hereto.

 

References to a “ Schedule ” is, unless the context indicates otherwise, to a schedule hereto.

 

References to a “ Section ” is, unless the context indicates otherwise, to a section hereof.

 

Securities Act ” means the United States Securities Act of 1933, as amended.

 

Temporary Global Instrument ” means a Temporary Global Instrument substantially in the form set out in Schedule 1 ( Form of Temporary Global Instrument ) to this Agreement.

 

Unrestricted Global Instrument Certificate ” means, in relation to any series, an unrestricted global instrument certificate representing the Instruments of such series to be issued pursuant to Clause 3.11 of such series in the form set out in Schedule 6 ( Form of Unrestricted Global Instrument Certificate ) and bearing the legends required by DTC but not the Rule 144A Legend.

 

Unrestricted Individual Instrument Certificates ” means, in relation to any series, an unrestricted individual instrument certificate representing a Holder’s entire holding of Instruments of such series in the form or substantially in the form set out in Schedule 8 ( Form of Unrestricted Individual Instrument Certificate ).

 

VP ” means the Danish central securities trading depository (VP Securities A/S), incorporated in Denmark with company registration number (CVR) 21599336.

 

1.2                                Clause, Section and Schedule headings are for ease of reference only and shall not affect the construction of this Agreement.

 

1.3                                In this Agreement, any reference to payments of principal, redemption amount or interest include any additional amounts payable in relation thereto under Condition 13 ( Taxation ).

 

1.4                                The Current Fiscal Agency Agreement shall be amended and restated on the terms of this Agreement. Any Instruments issued on or after the date of this Agreement shall be issued pursuant to this Agreement.  This does not affect any Instruments issued prior to this Agreement. Subject to such amendment and restatement, the Current Fiscal Agency Agreement shall continue in full force and effect.

 

1.5                                In the case of a Tranche of Instruments issued pursuant to a Pricing Supplement, each reference in this Agreement to “Final Terms” shall be read and construed as a reference to such Pricing Supplement unless the context requires otherwise.

 

7



 

1.6                                Records

 

Any reference in this Agreement to the records of an ICSD shall be to the records that each of the ICSDs holds for its customers which reflect the amount of such customers’ interests in the Instruments (but excluding any interest in any Instruments of one ICSD shown in the records of another ICSD).

 

1.7                                Non-applicability to the Scandinavian Instruments

 

The provisions of this Agreement (except for Schedule 10 ( Provisions for Meetings of Holders of Instruments )) do not apply to Instruments which are Scandinavian Instruments.

 

1.8                                Other agreements

 

All references in this Agreement to an agreement, instrument or other document (including the Dealership Agreement, the Deed of Covenant, the Base Prospectus and any Drawdown prospectus or part thereof) shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, replaced or novated from time to time. In addition, in the context of any particular Tranche of Instruments, each reference in this Agreement to the Base Prospectus shall be construed as a reference to the Base Prospectus as completed, supplemented and/or amended by the relevant Final Terms.

 

1.9                                Legislation

 

Any reference in this Agreement to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.

 

2.                                       APPOINTMENT OF THE PAYING AGENTS AND THE REGISTRARS

 

2.1                                SEK appoints each of the Paying Agents and the Registrars as its agent in relation to the Instruments for the purposes specified in this Agreement and in the terms and conditions applicable thereto and all matters incidental thereto.

 

2.2                                Each of the Paying Agents and the Registrars accepts its appointment as agent of SEK in relation to the Instruments and shall comply with the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto.

 

2.3                                SEK undertakes that, it will at all times maintain a paying agent in a European Union member state that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to such Directive.

 

3.                                       THE INSTRUMENTS

 

3.1                                Instruments may be issued in series (each a “ Series ”), and each series may comprise one or more tranches (each a “ Tranche ”). Each Tranche will be the subject of a Final

 

8



 

Terms, a Pricing Supplement, or a Drawdown Prospectus prepared by or on behalf of SEK and:

 

(a)                                   in the case of a Series in relation to which application has been made for admission to trading on the regulated market of the Luxembourg Stock Exchange and/or listing, trading and/or quotation by any other listing authority, stock exchange and/or quotation system, lodged with the CSSF and the Listing Application Department of the Luxembourg Stock Exchange or any other listing authority, stock exchange and/or quotation system (as the case may be); and/or

 

(b)                                  in the case of a Series in relation to which a public offer will be made in a Member State, lodged with the competent authority for the purposes of the Prospectus Directive in such Member State; or

 

(c)                                   in the case of a Series in relation to which application has not been made for admission to such trading, listing and/or quotation attached to or incorporated by reference into each Instrument of such Series.

 

3.2                                Instruments may be issued (i) either in bearer form or in registered form in reliance on Regulation S and not offered as part of a Series which is also offered in accordance with Rule 144A or (ii) in registered form, as part of a Series which is solely or also offered in accordance with Rule 144A, in each case as specified in the relevant Final Terms or Drawdown Prospectus as the case may be.

 

3.3                                Instruments issued in bearer form (“ Bearer Instruments ”) will be represented upon issue by a temporary global instrument (a “ Temporary Global Instrument ”) and will be exchangeable not less than forty (40) days after the completion (as determined by the Fiscal Agent or SEK) of the distribution of the Instruments represented by such Temporary Global Instrument and upon due certification as described therein, for a permanent global instrument (a “ Permanent Global Instrument ”) representing such Instruments or, if so specified in the relevant Final Terms or Drawdown Prospectus, as the case may be, for definitive instruments (“ Definitive Instruments ”). Each Permanent Global Instrument will be exchangeable in whole (but not in part only) for Definitive Instruments in accordance with its terms.

 

3.4                                Each Temporary Global Instrument shall:

 

(a)                                  be in substantially either of the forms (duly completed) set out in Schedule 1 ( Form of Temporary Global Instrument );

 

(b)                                  in the case of a Tranche of Instruments the subject of a Final Terms, have the relevant Final Terms attached thereto;

 

(c)                                 in the case of a Tranche of Instruments the subject of a Drawdown Prospectus, have the relevant Drawdown Prospectus attached thereto;

 

(d)                                  have attached thereto or incorporated by reference therein the terms and conditions applicable thereto;

 

(e)                                   be executed manually or in facsimile by SEK and authenticated manually by or on behalf of the Fiscal Agent; and

 

9



 

(f)                                    in the case of an NGI Temporary Global Instrument, be effectuated manually by or on behalf of the Common Safe-keeper.

 

3.5                                Each Permanent Global Instrument shall:

 

(a)                                  be in substantially either of the forms (duly completed) set out in Schedule 2 ( Form of Permanent Global Instrument );

 

(b)                                  in the case of a Tranche of Instruments the subject of a Final Terms, have the relevant Final Terms attached thereto;

 

(c)                                   in the case of a Tranche of Instruments the subject of a Drawdown Prospectus, have the relevant Drawdown Prospectus attached thereto;

 

(d)                                  in the case of an NGI Permanent Global Instrument, be effectuated manually by or on behalf of the Common Safe-keeper;

 

(e)                                   have attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and

 

(f)                                    be executed manually or in facsimile by SEK and authenticated manually by or on behalf of the Fiscal Agent.

 

3.6                                Each Definitive Instrument shall:

 

(a)                                  be in substantially the form (duly completed) set out in Schedule 3 (F orm of Definitive Instrument (“AIBD” format) );

 

(b)                                  unless the contrary is specified in the relevant Final Terms or Drawdown Prospectus, as the case may be, be in the format from time to time specified by the Association of International Bond Dealers or any successor body thereto;

 

(c)                                   have a unique serial number printed thereon;

 

(d)                                  if so specified in the relevant Final Terms or Drawdown Prospectus, as the case may be, have attached thereto at the time of their initial delivery coupons (“ Coupons ”);

 

(e)                                   have endorsed thereon, attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and

 

(f)                                    be executed manually or in facsimile by SEK and authenticated manually by or on behalf of the Fiscal Agent.

 

3.7                                International Registered Instruments may be offered in reliance on Regulation S but not offered as part of a Series which is also offered in accordance with Rule 144A and will be evidenced initially by one or more Global International Instrument Certificate or Individual International Instrument Certificates, as specified in the relevant Final Terms.

 

3.8                                Each Global International Instrument Certificates shall:

 

10



 

(a)                                  be in substantially the form (duly completed) set out in Schedule 4 ( Form of Global International Instrument Certificate );

 

(b)                                  in the case of a Tranche of Instruments the subject of a Final Terms, have the relevant Final Terms attached thereto;

 

(c)                                   in the case of a Tranche of Instruments the subject of a Drawdown Prospectus, have the relevant Drawdown Prospectus attached thereto;

 

(d)                                  have endorsed thereon, attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and

 

(e)                                   be executed manually or in facsimile by SEK and authenticated manually by or on behalf of the International Registrar.

 

3.9                                Each Individual International Instrument Certificate shall:

 

(a)                                  be in substantially the form (duly completed) set out in Schedule 5 ( Form of Individual International Instrument Certificate );

 

(b)                                  in the case of a Tranche of Instruments the subject of a Final Terms, have the relevant Final Terms attached thereto;

 

(c)                                   in the case of a Tranche of Instruments the subject of a Drawdown Prospectus, have the relevant Drawdown Prospectus attached thereto;

 

(d)                                  have endorsed thereon, attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and

 

(e)                                   be executed manually or in facsimile by SEK and authenticated manually by or on behalf of the International Registrar.

 

3.10                         DTC Registered Instruments may be offered as part of a Series which is also offered in accordance with Rule 144A and will be evidenced by a Restricted Global Instrument Certificate and/or an Unrestricted Global Instrument Certificate and/or Restricted Individual Instrument Certificates and/or Unrestricted Individual Instrument Certificates, as specified in the relevant Final Terms.

 

3.11                         Each Unrestricted Global Instrument Certificate shall:

 

(a)                                  be in substantially the form set out in Schedule 6 (Form of Unrestricted Global Instrument Certificate );

 

(b)                                  in the case of a Tranche of Instruments the subject of a Final Terms, have the relevant Final Terms attached thereto;

 

(c)                                   in the case of a Tranche of Instruments the subject of a Drawdown Prospectus, have the relevant Drawdown Prospectus attached thereto;

 

(d)                                  have attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and

 

11



 

(e)                                   be executed manually or in facsimile by or on behalf of SEK and authenticated manually by or on behalf of the DTC Registrar.

 

3.12                         Each Restricted Global Instrument Certificate shall:

 

(a)                                  be in substantially the form set out in Schedule 7 ( Form of Restricted Global Instrument Certificate );

 

(b)                                  in the case of a Tranche of Instruments the subject of a Final Terms, have the relevant Final Terms attached thereto;

 

(c)                                   in the case of a Tranche of Instruments the subject of a Drawdown Prospectus, have the relevant Drawdown Prospectus attached thereto;

 

(d)                                  have attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and

 

(e)                                   be executed manually or in facsimile by or on behalf of SEK and authenticated manually by or on behalf of the DTC Registrar.

 

3.13                         Each Unrestricted Individual Instrument Certificate shall:

 

(a)                                  be in substantially the form set out in Schedule 8 ( Form of Unrestricted Individual Instrument Certificate );

 

(b)                                  have a unique serial number enfaced thereon;

 

(c)                                   have endorsed thereon, attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and

 

(d)                                  be executed manually or in facsimile by or on behalf of SEK and authenticated manually by or on behalf of the DTC Registrar.

 

3.14                         Each Restricted Individual Instrument Certificate shall:

 

(a)                                  be in substantially the form set out in Schedule 9 ( Form of Restricted Individual Instrument Certificate );

 

(b)                                  have a unique serial number enfaced thereon;

 

(c)                                   have endorsed thereon, attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and

 

(d)                                  be executed manually or in facsimile by or on behalf of SEK and authenticated manually by or on behalf of the DTC Registrar.

 

3.15                         Any facsimile signature affixed to an Instrument or Instrument Certificate may be that of a person who is at the time of the creation and issue of the relevant Series or Tranche an authorised signatory for such purpose of SEK notwithstanding that such person may for any reason (including death) have ceased to be such an authorised signatory at the time at which the relevant Instrument may be delivered.

 

12



 

3.16                         SEK shall promptly notify the Fiscal Agent and the Registrars in writing of any change in the names of the person or persons whose signatures are to be used.

 

4.                                       ISSUANCE OF INSTRUMENTS

 

4.1                                Upon the conclusion of any agreement between SEK and a Dealer (or any other person or institution) for the issue by SEK and the subscription by such Dealer (or such other person or institution) of any Instruments, SEK shall, as soon as practicable but in any event not later than 3.00 p.m. (London time) three London Business Days prior to the proposed issue date therefor:

 

(a)                                     in the case of Bearer Instruments, confirm by fax or by email to newissues.london@db.com the terms of such agreement to the Fiscal Agent or, in the case of International Registered Instruments, the International Registrar (copied to the Fiscal Agent) or, in the case of DTC Registered Instruments, the DTC Registrar (copied to the Fiscal Agent);

 

(b)                                  deliver a copy of the Final Terms or Drawdown Prospectus in relation to the relevant Series to the Fiscal Agent or, as the case may be, the relevant Registrar (copied to the Fiscal Agent); and

 

(c)                                   ensure that there is delivered to (i) the Fiscal Agent, a stock of CGI Temporary Global Instruments or NGI Temporary Global Instruments (as appropriate) (in unauthenticated form (and, if applicable, uneffectuated) but executed on behalf of SEK and otherwise complete), (ii) to the International Registrar, a stock of Global International Instrument Certificates and/or Individual International Instrument Certificates as appropriate (in unauthenticated form and with the name of the registered holder left blank but executed on behalf of SEK and otherwise complete) in relation to the relevant Series or, as the case may be, (iii) to the DTC Registrar, a stock of Global Instrument Certificates and/or Individual Instrument Certificates as appropriate (in unauthenticated form and with the name of the registered holder left blank but executed on behalf of SEK and otherwise complete).

 

4.2                                On or before the issue date in relation to each Series or Tranche and upon confirmation (which may be given by telephone, fax, letter or in person) by SEK and the relevant Dealer that the conditions specified in Clause 2.3 of the Dealership Agreement or any other conditions precedent to the issue of such Instruments agreed in the relevant subscription or underwriting agreement have been satisfied or waived in relation to such Series or Tranche, the Fiscal Agent or, as the case may be, the relevant Registrar shall authenticate and deliver to or to the order of the relevant Dealer the relevant CGI Temporary Global Instrument or NGI Temporary Global Instrument, or as the case may be, the relevant Instrument Certificates.

 

4.3                                SEK shall, in relation to each Series of Instruments in bearer form, ensure that there is delivered to the Fiscal Agent not less than five days before the relevant CGI Temporary Global Instrument or NGI Temporary Global Instrument becomes exchangeable for the CGI Permanent Global Instrument or NGI Permanent Global Instrument (in unauthenticated (and, if applicable, uneffectuated) form but executed by SEK and otherwise complete) in relation thereto or, as the case may be, the Definitive Instruments (in unauthenticated form but executed by SEK and otherwise

 

13



 

complete) in relation thereto.  The Fiscal Agent shall authenticate and deliver such CGI Permanent Global Instrument or NGI Permanent Global Instrument or, as the case may be, Definitive Instruments in accordance with the terms of the relevant CGI Temporary Global Instrument or NGI Temporary Global Instrument and, in the case of an NGI Permanent Global or an NGI Temporary Global Instrument, instruct the Common Safe-keeper to effectuate such NGI Temporary Global Instrument or NGI Permanent Global Instrument.

 

4.4                                SEK shall, in relation to each Series of Instruments in bearer form which is represented by a CGI Permanent Global Instrument or NGI Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such CGI Permanent Global Instrument or NGI Permanent Global Instrument, ensure that there is delivered to the Fiscal Agent not less than five days before the date on which such CGI Permanent Global Instrument or NGI Permanent Global Instrument becomes so exchangeable the Definitive Instruments (in unauthenticated form but executed by SEK and otherwise complete) in relation thereto. The Fiscal Agent shall authenticate and deliver such Definitive Instruments in accordance with the terms of the relevant CGI Permanent Global Instrument or an NGI Permanent Global Instrument.

 

4.5                                If SEK is required to deliver Individual International Instrument Certificates pursuant to the terms of the Global International Instrument Certificate and the Conditions, SEK shall not less than five days before the date on which relevant Global International Instrument Certificate becomes exchangeable promptly arrange for a stock of Individual International Instrument Certificates, unauthenticated and with the names of the registered Holders left blank but executed on behalf of SEK and otherwise complete) to be made available to the International Registrar.  The International Registrar shall authenticate and deliver such Individual International Instrument Certificate in accordance with the terms of the relevant Global International Instrument Certificate.

 

4.6                                If SEK is required to deliver Individual Instrument Certificates pursuant to the terms of the Global Instrument Certificates (or either of them) and the Conditions, SEK shall not less than five days before the date on which relevant Global Instrument Certificate becomes exchangeable promptly arrange for a stock of Individual Instrument Certificates (both bearing and not bearing the Rule 144A Legend and, in either case, unauthenticated and with the names of the registered Holders left blank but executed on behalf of SEK and otherwise complete) to be made available to the DTC Registrar. The DTC Registrar shall authenticate and deliver such Individual Instrument Certificate in accordance with the terms of the relevant Global Instrument Certificate.

 

4.7                                Where any Definitive Instruments with Coupons attached are to be delivered in exchange for a CGI Temporary Global Instrument, an NGI Temporary Global Instrument, an NGI Permanent Global Instrument or a CGI Permanent Global Instrument, the Fiscal Agent shall ensure that such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof.

 

4.8                                The Fiscal Agent or, as the case may be, the relevant Registrar shall hold in safe custody all unauthenticated CGI Temporary Global Instruments, CGI Permanent

 

14



 

Global Instruments, NGI Temporary Global Instruments, NGI Permanent Global Instruments, Definitive Instruments and Coupons or, as the case may be, Instrument Certificates delivered to it in accordance with this Clause 4 and shall ensure that the same are authenticated and delivered only in accordance with the terms hereof, the relevant CGI Temporary Global Instrument, the relevant CGI Permanent Global Instrument, the relevant NGI Temporary Global Instrument, the relevant NGI Permanent Global Instrument, the relevant Global International Instrument Certificates or the relevant Global Instrument Certificates, as the case may be, and the Conditions.

 

4.9                                Subject to Clause 4.10 below, the Fiscal Agent and the relevant Registrar are authorised by SEK to authenticate such CGI Temporary Global Instrument, CGI Permanent Global Instrument, NGI Temporary Global Instrument, NGI Permanent Global Instrument, Definitive Instruments or, as the case may be, Instrument Certificates as may be required to be authenticated hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the Fiscal Agent or, as the case may be, the relevant Registrar.

 

(a)                                  Immediately before the issue of any Global Instrument, the Fiscal Agent, or before the issue of any Global International Instrument Certificate, the International Registrar, or before the issue of any Global Instrument Certificate, the DTC Registrar, as the case may be, shall authenticate it.

 

(b)                                  Following authentication of any Global Instrument, Global International Instrument Certificate or Global Instrument Certificate, the Fiscal Agent, the International Registrar or the DTC Registrar (as the case may be), shall:

 

(i)                                      Medium term note settlement procedures: in the case of a Tranche of Instruments which is not syndicated among two or more Dealers but which is intended to be cleared through a clearing system, on the local banking day immediately preceding its Issue Date deliver the Global Instrument or Global International Instrument Certificate to the relevant depositary for Euroclear and/or Clearstream, Luxembourg (which in the case of an NGI Temporary Global Instrument or an NGI Permanent Global Instrument shall be a specified Common Safe- keeper) or deliver the Global Instrument Certificate to the relevant custodian for DTC, or to the relevant depositary for such other clearing system as shall have been agreed between SEK and the Fiscal Agent together or as the case may be, the relevant Registrar and:

 

(1)                                  instruct the clearing systems to whom (or to whose depositary or Common Safe-keeper) such Permanent Global Instrument, Temporary Global Instrument, Global International Instrument Certificate or Global Instrument Certificate has been delivered, to credit the underlying Instruments represented by such Global Instrument, Global International Instrument Certificate or Global Instrument Certificate to the securities account(s) at such clearing systems that have been notified to the Fiscal Agent or, as the case may be, the relevant Registrar by SEK, on a delivery versus payment basis or, if specifically agreed between them, on a delivery free of payment basis; and

 

15



 

(2)                                  in the case of an NGI Temporary Global Instrument or an NGI Permanent Global Instrument, to effectuate such Temporary Global Instrument or Permanent Global Instrument; and

 

(ii)                                   Eurobond settlement procedures:   in the case of a Tranche of Instruments which is syndicated among two or more Dealers, at or about the time on the Issue Date specified in the Final Terms and/or Drawdown Prospectus, deliver the Global Instrument, the Global International Instrument Certificate or the Global Instrument Certificate to, or to the order of, the Relevant Dealer at such place as shall be specified in the Final Terms and/or Drawdown Prospectus or such other time, date and/or place as may have been agreed between SEK, the Relevant Dealer and the Fiscal Agent or, as the case may be, the relevant Registrar provided that in the case of an NGI Temporary Global Instrument or an NGI Permanent Global Instrument it must be delivered to a Common Safe-Keeper together with instructions to such Common Safe-Keeper to effectuate such Global Instrument, against the delivery to the Fiscal Agent (on behalf of SEK) of such acknowledgement of receipt as shall be agreed in writing in connection with the closing procedure for the relevant Tranche; or

 

(iii)                                Other settlement procedures: otherwise, at such time, on such date, deliver the Global Instrument, the Global International Instrument Certificate or the Global Instrument Certificate to such person and in such place as may have been agreed between SEK and the Fiscal Agent or, as the case may be, the relevant Registrar provided that in the case of an NGI Temporary Global Instrument or an NGI Permanent Global Instrument it must be delivered to a Common Safe-Keeper together with instructions to such Common Safe-Keeper to effectuate such Global Instrument.

 

4.10                         If SEK opts to deliver to the Fiscal Agent or, as the case may be, the relevant Registrar, from time to time a Master Temporary Global Instrument, a Master Permanent Global Instrument or a Master Global Instrument Certificate, each Master Temporary Global Instrument, Master Permanent Global Instrument or Master Global Instrument Certificate, as the case may be, will be signed manually by or on behalf of SEK. A Master Temporary Global Instrument, Master Permanent Global Instrument or Master Global Instrument Certificate may be used provided that the person(s) whose signature(s) appear thereon were/was an authorised signatory/ies at the date of signing such Master Temporary Global Instrument, Master Permanent Global Instrument or Master Global Instrument Certificate notwithstanding that any such person may, for any reason (including death), have ceased to be such authorised signatory at the time or the creation and issue of the relevant Tranche or the issue and delivery of the relevant Instrument.

 

16



 

5.                                       EXCHANGE

 

5.1                                Exchange of CGI Temporary Global Instrument or NGI Temporary Global Instrument

 

(a)                                  On each occasion on which a portion of a CGI Temporary Global Instrument or an NGI Temporary Global Instrument is exchanged for a portion of a CGI Permanent Global Instrument or an NGI Permanent Global Instrument or, as the case may be, for Definitive Instruments, the Fiscal Agent shall:

 

(i)                                      in the case of a CGI Temporary Global Instrument, note or procure that there is noted on the Schedule to the CGI Temporary Global Instrument the aggregate principal amount thereof so exchanged and the remaining principal amount of the CGI Temporary Global Instrument (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged) and shall procure the signature of such notation on its behalf; and

 

(ii)                                   in the case of an NGI Temporary Global Instrument, instruct the ICSDs (in accordance with the provisions of Schedule 13 ( Duties under the Issuer-ICSDs Agreement )) to make appropriate entries in their records to reflect the aggregate principal amount thereof so exchanged and the remaining principal amount of the NGI Temporary Global Instrument (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged).

 

(b)                                  The Fiscal Agent shall cancel or procure the cancellation of each Temporary Global Instrument against surrender of which full exchange has been made for a Permanent Global Instrument or Definitive Instruments or, in the case of an NGI Temporary Global Instrument, exchangeable for an NGI Permanent Global Instrument, instruct the Common Safe-keeper to destroy such NGI Temporary Global Instrument.

 

5.2                                Exchange of CGI Permanent Global Instrument or NGI Permanent Global Instrument

 

(a)                                  On each occasion on which a portion of CGI Permanent Global Instrument or an NGI Permanent Global Instrument is exchanged for Definitive Instruments, the Fiscal Agent shall:

 

(i)                                      in the case of a CGI Permanent Global Instrument, note or procure that there is noted on the Schedule to the CGI Permanent Global Instrument the aggregate principal amount thereof so exchanged and the remaining principal amount of the CGI Permanent Global Instrument (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged) and shall procure the signature of such notation on its behalf; and

 

(ii)                                   in the case of an NGI Permanent Global Instrument, instruct the ICSDs to make appropriate entries in their records to reflect the aggregate principal amount thereof so exchanged and the remaining principal

 

17



 

amount of the NGI Permanent Global Instrument (which shall be the previous principal amount thereof plus the aggregate principal amount so exchanged).

 

(b)                                  The Fiscal Agent shall cancel or procure the cancellation of each Permanent Global Instrument against surrender of which full exchange has been made for Definitive Instruments.

 

5.3                                Exchange of Global International Instrument Certificate for Individual International Instrument Certificate

 

If any Global International Instrument Certificate becomes exchangeable for Individual International Instrument Certificates in accordance with its terms, the International Registrar shall, subject to its having received any certificates required by the terms of the relevant Global International Instrument Certificate, authenticate and deliver to each person designated by the clearing system on whose behalf such Global International Instrument Certificate is held an Individual International Instrument Certificate in accordance with the terms of this Agreement and the relevant Global International Instrument Certificate.

 

5.4                                Exchange of Global Instrument Certificate for Individual Instrument Certificate

 

If any Global Instrument Certificate becomes exchangeable for Individual Instrument Certificates in accordance with its terms, the DTC Registrar shall, subject to its having received any certificates required by the terms of the relevant Global Instrument Certificate, authenticate and deliver to each person designated by the clearing system on whose behalf such Global Instrument Certificate is held an Individual Instrument Certificate in accordance with the terms of this Agreement and the relevant Global Instrument Certificate. Subject to the restrictions on transfer of DTC Registered Instruments, any Individual Instrument Certificates issued in exchange for interests in a Restricted Global Instrument Certificate shall bear the Rule 144A Legend.

 

5.5                                Election of Common Safe-Keeper

 

In relation to each issue of an NGI Temporary Global Instrument or an NGI Permanent Global Instrument, SEK hereby authorises and instructs the Fiscal Agent to elect a Common Safe-keeper. From time to time, SEK and the Fiscal Agent may agree to vary this election. SEK acknowledges that in connection with the election of either of the ICSDs as Common Safe-keeper any such election is subject to the right of the ICSDs to jointly determine that the other shall act as Common Safe-keeper in relation to any such issue and agrees that no liability shall attach to the Fiscal Agent in respect of any such election made by such ICSDs.

 

6.                                       REPLACEMENT INSTRUMENTS

 

6.1                                The Fiscal Agent or, as the case may be, the relevant Registrar shall, upon and in accordance with the instructions (which instructions may, without limitation, include terms as to the payment of expenses and as to evidence, security and indemnity) of SEK but not otherwise, complete, authenticate and deliver a CGI Temporary Global Instrument, CGI Permanent Global Instrument, an NGI Temporary Global Instrument,

 

18



 

an NGI Permanent Global Instrument, Definitive Instrument, Coupon or, as the case may be, Instrument Certificate as a replacement for any of the same which has been mutilated or defaced or which has or has been alleged to have been destroyed, stolen or lost, provided however that:

 

(a)                                  Surrender or destruction : no Temporary Global Instrument, Permanent Global Instrument, Definitive Instrument, Coupon, or Instrument Certificate, as the case may be, shall be delivered as a replacement for any of the same which has been mutilated or defaced otherwise than against surrender of the same or, in the case of an NGI Temporary Global Instrument or an NGI Permanent Global Instrument, appropriate confirmation of destruction from the Common Safe-keeper;

 

(b)                                  Effectuation : any replacement NGI Temporary Global Instrument or NGI Permanent Global Instrument shall be delivered to the Common Safe-keeper together with instructions to effectuate it; and

 

(c)                                   Costs : no replacement Temporary Global Instrument, Permanent Global Instrument, NGI Temporary Global Instrument, NGI Permanent Global Instrument, Definitive Instrument Coupon or, as the case may be, Instrument Certificate shall be issued until the applicant has furnished the Fiscal Agent or, as the case may be, the relevant Registrar with such evidence and indemnity as SEK and/or the Fiscal Agent or, as the case may be, the relevant Registrar may reasonably require and has paid such costs and expenses as may be incurred in connection with such replacement.

 

6.2                                Each replacement CGI Temporary Global Instrument, CGI Permanent Global Instrument, NGI Temporary Global Instrument, NGI Permanent Global Instrument, Definitive Instrument, Coupon or Instrument Certificate delivered hereunder shall bear a unique serial number.

 

6.3                                The Fiscal Agent or, as the case may be, the relevant Registrar shall cancel and destroy each mutilated or defaced Temporary Global Instrument, Permanent Global Instrument, NGI Temporary Global Instrument, NGI Permanent Global Instrument, Definitive Instruments, Coupon or Instrument Certificate surrendered to it and in respect of which a replacement has been delivered and shall furnish SEK with a certificate as to such destruction specifying the certificate or serial numbers (if any) of the Temporary Global Instrument, Permanent Global Instrument, Definitive Instruments (distinguishing between different denominations) or Instrument Certificates, in numerical sequence and the total number by payment or maturity date of Coupons (distinguishing Talons) so destroyed. In the case of an NGI Temporary Global Instrument or an NGI Permanent Global Instrument which has been destroyed by the Common Safe-keeper, the Fiscal Agent shall furnish SEK with a copy of the confirmation of destruction received by it from the Common Safe-keeper.

 

6.4                                The Fiscal Agent or, as the case may be, the relevant Registrar shall notify SEK and the other Paying Agents of the delivery by it in accordance herewith of any replacement CGI Temporary Global Instrument, CGI Permanent Global Instrument, NGI Temporary Global Instrument, NGI Permanent Global Instrument, Coupon or Instrument Certificate, specifying the serial number thereof and the serial number (if any and if known) of the Instrument or Instrument Certificate which it replaces and

 

19



 

confirming (if such be the case) that the Instrument which it replaces has been cancelled or destroyed.

 

6.5                                SEK shall ensure that the Fiscal Agent and the relevant Registrar have available to them supplies of such CGI Temporary Global Instrument, CGI Permanent Global Instrument, NGI Temporary Global Instrument, NGI Permanent Global Instrument, Definitive Instruments, Coupons and Instrument Certificates, as the case may be, as shall be necessary to the delivery of replacement Instruments under this Clause 6.

 

6.6                                SEK agrees that it will, in relation to any DTC Registered Instruments which are restricted securities (as defined in Rule 144(a)(3) under the Securities Act) and during any period in relation thereto during which it is neither subject to sections 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, make available on request to each of the Paying Agents and the DTC Registrar, the information specified in and meeting the requirements of Rule 144A(d)(4) under the Securities Act in order that such Paying Agent or, as the case may be, the DTC Registrar may make such information available to holders of any Instruments as contemplated in Clause 3.3(d) of the Dealership Agreement or the relevant subscription or underwriting agreement for a Tranche of Instruments.

 

7.                                       PAYMENTS TO THE FISCAL AGENT OR THE REGISTRARS

 

7.1                                In order to provide for the payment of interest and principal or, as the case may be, redemption amount in respect of the Instruments of each Series as the same shall become due and payable, SEK shall pay to the Fiscal Agent or, as the case may be, the relevant Registrar on or before the date on which such payment becomes due an amount equal to the amount of principal, redemption amount or, as the case may be, interest (including for this purpose any amounts remaining payable in respect of uncancelled Coupons pertaining to Definitive Instruments which have been cancelled following their purchase in accordance with Condition 11 ( Redemption and Purchase )) then becoming due in respect of such Instruments.

 

7.2                                Each amount payable by SEK under Clause 7.1 shall be paid unconditionally by credit transfer in the currency in which the Instruments of the relevant Series are denominated or, if different, payable and in immediately available, freely transferable funds (and in the case of Renminbi Instruments only, not later than 12.00 p.m. (Hong Kong time)) on the relevant day to such account with such bank as the Fiscal Agent or, as the case may be, the relevant Registrar may by notice to SEK have specified for the purpose. In addition, in the case of Renminbi Instruments only, the Fiscal Agent, or as the case may be, the relevant Registrar, shall, as far is reasonably practicable, provide SEK with a debt service notice in relation to the method of such payment no later than seven Business Days prior to such relevant day.

 

7.3                                The Fiscal Agent and the Registrar shall be entitled to deal with each amount paid to them hereunder in the same manner as other amounts paid to it as a banker by its customers provided that :

 

(a)                                  it shall not exercise any lien, right of set-off or similar claim in respect thereof against SEK; and

 

(b)                                  it shall not be liable to any person for interest thereon.

 

20



 

7.4                                The Fiscal Agent shall apply each amount paid to it hereunder in accordance with Clauses 8.1 and 8.3 and shall not be obliged to repay any such amount unless or until the obligation to make the relevant payment becomes void or ceases in accordance with Condition 15 ( Prescription ), in which event it shall repay to SEK such portion of such amount as relates to such payment by paying the same by credit transfer to such account with such bank as SEK may by notice to the Fiscal Agent have specified for the purpose.

 

7.5                                Each Registrar shall apply each amount paid to it hereunder in accordance with Clauses 9.1 and 9.3 and shall not be obliged to repay any such amount unless or until the claims against SEK in respect of the relevant Registered Instruments are prescribed in accordance with Condition 15 ( Prescription ), in which event it shall repay to SEK such portion of such amount as relates to such Registered Instruments by paying the same by credit transfer to such account with such bank as SEK may by notice to such Registrar have specified for the purpose.

 

8.                                       PAYMENTS TO HOLDERS OF BEARER INSTRUMENTS

 

8.1                                Each Paying Agent acting through its Specified Office shall make payments of interest, principal or, as the case may be, redemption amount in respect of Bearer Instruments in accordance with the terms and conditions applicable thereto (and, in the case of a Temporary Global Instrument or a Permanent Global Instrument, the terms thereof) Provided that:

 

(a)                                  if any Temporary Global Instrument, Permanent Global Instrument, Definitive Instrument or Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify SEK of such presentation or surrender and shall not make payment against the same until it is so instructed by SEK and has received the amount to be so paid;

 

(b)                                  a Paying Agent shall not be obliged (but shall be entitled) to make such payments:

 

(i)                                      if it has been notified that the relevant payment confirmation has not been received, unless it is subsequently notified that such payment confirmation or payment of the amount due has been received; or

 

(ii)                                   if it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of the relevant payment due to it under Clause 7.1;

 

(c)                                   Cancellation: each Paying Agent shall cancel or procure the cancellation of each CGI Temporary Global Instrument, CGI Permanent Global Instrument, Definitive Instrument (in the case of early redemption, together with such unmatured Coupons as are attached to or are surrendered with it at the time of such redemption), or, as the case may be, Coupon against surrender of which (if applicable) it has made full payment and shall (if such Paying Agent is not the Fiscal Agent) deliver or procure the delivery of each CGI Temporary Global Instrument, CGI Permanent Global Instrument, Definitive Instrument

 

21



 

(together with as aforesaid) or Coupon so cancelled by it to the Fiscal Agent. . In the case of full payment in respect of an NGI Temporary Global Instrument or full payment in respect of an NGI Permanent Global Instrument, that the Fiscal Agent shall instruct the Common Safe-keeper to destroy the relevant NGI Permanent Global Instrument or the NGI Temporary Global Instrument; and

 

(d)                                  upon payment being made in respect of the Global Instrument the relevant Paying Agent shall:

 

(i)                                      in the case of a CGI Temporary Global Instrument or a CGI Permanent Global Instrument, enter or procure that there is entered on the Schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount of Instruments represented by such Global Instrument (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and

 

(ii)                                   in the case of an NGI Temporary Global Instrument or an NGI Permanent Global Instrument, instruct the ICSDs to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of Instruments represented by such Global Instrument (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid).

 

8.2                                None of the Paying Agents shall exercise any lien, right of set-off or similar claim against any person to whom it makes any payment under Clause 8.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof.

 

8.3                                If a Paying Agent other than the Fiscal Agent makes any payment in accordance with Clause 8.1:

 

(a)                                  it shall notify the Fiscal Agent of the amount so paid by it, the serial number (if any) of the Definitive Instrument or Coupon against presentation or surrender of which payment of principal or redemption amount was made and the number of Coupons by maturity against which payment of interest was made; and

 

(b)                                  subject to and to the extent of compliance by SEK with Clause 7.1 (whether or not at the due time), the Fiscal Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause 7.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Fiscal Agent have specified for the purpose.

 

8.4                                If the Fiscal Agent makes any payment in accordance with Clause 8.1, it shall be entitled to appropriate for its own account out of the funds received by it under Clause 7.1 an amount equal to the amount so paid by it.

 

22



 

8.5                                If any Paying Agent makes a payment in respect of Bearer Instruments at a time at which the Fiscal Agent has not received the full amount of the relevant payment due to it under Clause 7.1 and the Fiscal Agent is not able, out of the funds received by it under Clause 7.1, to reimburse such Paying Agent therefor (whether by payment under Clause 8.3 or appropriation under Clause 8.4), SEK shall from time to time on demand pay to the Fiscal Agent for account of such Paying Agent:

 

(a)                                  the amount so paid out by such Paying Agent and not so reimbursed to it; and

 

(b)                                  interest on such amount from the date on which such Paying Agent made such payment until the date of reimbursement of such amount,

 

provided that any payment made under paragraph (a) above shall satisfy pro tanto SEK’s obligations under Clause 7.1.

 

8.6                                Interest shall accrue for the purpose of paragraph (b) of Clause 8.5 (as well after as before judgment) on the basis of a year of 360 days and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent. per annum and the rate per annum specified by the Fiscal Agent as reflecting its cost of funds for the time being in relation to the unpaid amount.

 

8.7                                If at any time and for any reason a Paying Agent makes a partial payment in respect of any CGI Temporary Global Instrument, CGI Permanent Global Instrument, NGI Temporary Global Instrument or NGI Permanent Global Instrument, Definitive Instrument or Coupon surrendered for payment to it, such Paying Agent shall:

 

(a)                                  in the case of a CGI Temporary Global Instrument, CGI Permanent Global Instrument, Definitive Instrument or Coupon endorse thereon a statement indicating the amount and date of such payment; and

 

(b)                                  in the case of an NGI Temporary Global Instrument or an NGI Permanent Global Instrument, instruct the ICSDs (in accordance with the provisions of Schedule 13 ( Duties under the Issuer-ICSDs Agreement )) to make appropriate entries in their respective records to reflect such partial payments.

 

9.                                       PAYMENTS TO HOLDERS OF REGISTERED INSTRUMENTS

 

9.1                                The relevant Registrar acting through its Specified Office shall make payments of interest, principal or, as the case may be, redemption amount in respect of Registered Instruments in accordance with the Conditions applicable thereto provided that the relevant Registrar shall not be obliged (but shall be entitled) to make such payments if it is not able to establish that it has received (whether or not at the due time) the full amount of the relevant payment due to it under Clause 7.1.

 

9.2                                None of the Registrars shall exercise any lien, right of set-off or similar claim against any person to whom they make any payment under Clause 9.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof.

 

9.3                                If the Registrar makes any payment in accordance with Clause 9.1, it shall be entitled to appropriate for its own account out of the funds received by it under Clause 7.1 an amount equal to the amount so paid by it.

 

23



 

9.4                                If the Registrar makes a payment in respect of Registered Instruments at a time at which it has not received the full amount of the relevant payment due to it under Clause 7.1 and is not able, out of funds received by it under Clause 7.1, to reimburse itself therefor by appropriation under Clause 9.3, SEK shall from time to time on demand pay to such Registrar for its own account:

 

(a)                                  the amount so paid out by such Registrar and not so reimbursed to it; and

 

(b)                                  interest on such amount from the date on which such Registrar made such payment until the date of reimbursement of such amount,

 

provided that any payment made under paragraph (a) above shall satisfy pro tanto SEK’s obligations under Clause 7.1.

 

9.5                                Interest shall accrue for the purpose of paragraph (b) of Clause 9.4 (as well after as before judgment) on the basis of a year of 360 days and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent. per annum and the rate per annum specified by the relevant Registrar as reflecting its cost of funds for the time being in relation to the unpaid amount.

 

10.                                MISCELLANEOUS DUTIES OF THE FISCAL AGENT AND THE PAYING AGENTS

 

10.1                         The Fiscal Agent shall:

 

(a)                                  maintain a record of all Temporary Global Instrument, Permanent Global Instrument, Definitive Instruments and Coupons delivered hereunder and of their redemption, payment, cancellation, mutilation, defacement, alleged destruction, theft or loss or replacement provided that no record need be maintained of the serial numbers of Coupons save insofar as that a record shall be maintained of the serial numbers of unmatured Coupons missing at the time of redemption or other cancellation of the relevant Definitive Instruments and of any subsequent payments against such Coupons;

 

(b)                                  maintain a record of all certifications received by it in accordance with the provisions of any Temporary Global Instrument;

 

(c)                                   in relation to each series of Bearer Instruments, the terms and conditions applicable to which provide that the rate of interest or any calculation applicable thereto shall be determined by the Fiscal Agent, determine such rate of interest or make such calculation from time to time on the basis therein and take all such actions as may to it seem reasonably incidental thereto including, without limitation, the notification of all rates and amounts so determined and the maintenance of all appropriate records;

 

(d)                                  make such records available for inspection at all reasonable times by SEK and the other Paying Agents; and

 

(e)                                   procure that in respect of each Series of Instruments issued as NGIs, maintains a record of all NGI Temporary Global Instrument and NGI Permanent Global Instrument delivered hereunder and of their redemption, payment, exchange,

 

24



 

cancellation, mutilation, defacement, alleged destruction, theft or loss or replacement thereof.

 

10.2                         The Paying Agents shall make available to the Fiscal Agent such information as may reasonably be required for (i) the maintenance of the records referred to in Clause 10.1 and (ii) the Fiscal Agent to perform the duties set out in Schedule 13 ( Duties under the Issuer-ICSDs Agreement ).

 

10.3                         SEK may from time to time deliver to the Fiscal Agent Definitive Instruments and unmatured Coupons appertaining thereto for cancellation, whereupon the Fiscal Agent shall cancel such Definitive Instruments and Coupons. In addition, SEK may from time to time:

 

(a)                                  procure the delivery to the Fiscal Agent of a CGI Temporary Global Instrument or a CGI Permanent Global Instrument with instructions to cancel a specified aggregate principal amount of Instruments represented thereby (which instructions shall be accompanied by evidence satisfactory to the Fiscal Agent that SEK is entitled to give such instructions) whereupon the Fiscal Agent shall note or procure that there is noted on the Schedule to such CGI Temporary Global Instrument or (as the case may be) CGI Permanent Global Instrument the aggregate principal amount of Instruments so to be cancelled and the remaining principal amount thereof (which shall be the previous principal amount thereof less the aggregate principal amount of the Instruments so cancelled) and shall procure the signature of such notation on its behalf; and/or

 

(b)                                  instruct the Fiscal Agent to cancel a specified aggregate principal amount of Instruments represented by an NGI Temporary Global Instrument or an NGI Permanent Global Instrument (which instructions shall be accompanied by evidence satisfactory to the Fiscal Agent that SEK is entitled to give such instructions) whereupon the Fiscal Agent shall instruct the ICSDs (in accordance with the provisions of Schedule 13 ( Duties under the Issuer-ICSDs Agreement )) to make appropriate entries in their respective records to reflect such cancellation.

 

10.4                         As soon as practicable (and in any event within three months) after each interest payment date in relation to any Series of Bearer Instruments, after each date on which Instruments are cancelled in accordance with Clause 10.3, and after each date on which the Instruments fall due for redemption, the Fiscal Agent shall notify SEK and the other Paying Agents (on the basis of the information available to it) of the number of any Definitive Instruments or Coupons against surrender of which payment has been made and of the number of any Definitive Instruments or, as the case may be, Coupons which have not yet been surrendered for payment.

 

10.5                         The Fiscal Agent shall, upon and in accordance with the instructions of SEK but not otherwise, arrange for the publication in accordance with Condition 20 ( Notices ) of any notice which is to be given to the holders of any Bearer Instruments and shall supply a copy thereof to each other Paying Agent.

 

10.6                         The Fiscal Agent may destroy each Definitive Instrument or Coupon delivered to or cancelled by it in accordance with paragraph (c) of Clause 8.1 or delivered to and

 

25



 

cancelled by it in accordance with Clause 10.3, in which case it shall (within 3 months of such destruction) furnish SEK with a certificate as to such destruction and specifying the serial numbers of the Definitive Instruments or Coupons in numerical sequence (and containing particulars of any unmatured Coupons attached thereto or surrendered therewith) and the total number by payment or maturity date of Coupons so destroyed.

 

10.7                         The Fiscal Agent may procure that the Common Safe-keeper destroys each NGI Temporary Global Instrument and NGI Permanent Global Instrument in accordance with Clause 5.1, Clause 6.3, or Clause 8.1, and, in which case, upon receipt of confirmation of destruction from the Common Safe-keeper, the Fiscal Agent shall furnish SEK with a copy of such confirmation following receipt of confirmation from the Common Safe-keeper that a relevant Global Instrument has been effectuated, destroy each NGI Temporary Global Instrument and each NGI Permanent Global Instrument retained by it following authentication of the Global Instrument by the Fiscal Agent and delivery by electronic means of the authenticated Global Instrument to the Common Safe-keeper for effectuation.

 

10.8                         Each Paying Agent shall, at the request of the holder of any Bearer Instrument issue voting certificates and block voting instructions in a form and manner which comply with the provisions of Schedule 10 ( Provisions for meetings of Holders of Instruments ) (except that it shall not be required to issue the same less than forty-eight hours before the time fixed for any meeting therein provided for). Each Paying Agent shall keep a full record of voting certificates and block voting instructions issued by it and will give to SEK not less than twenty-four hours before the time appointed for any meeting or adjourned meeting full particulars of all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting.

 

10.9                         The Fiscal Agent shall make available for inspection during office hours at its Specified Office copies of this Agreement and the Deed of Covenant.

 

10.10                  The Fiscal Agent shall (on behalf of SEK) make all necessary notifications and filings as may be required from time to time in relation to the issue, purchase and redemption of the Instruments by all applicable laws, regulations and guidelines and, in particular but without limitation, those promulgated by, Japanese governmental or regulatory authorities, in the case of Instruments denominated in or linked to Japanese Yen. Save as aforesaid, SEK shall be solely responsible for ensuring that each Instrument to be issued or other transactions to be effected hereunder shall comply with all applicable laws and regulations of any governmental or other regulatory authority and that all necessary consents and approvals of, notifications to and registrations and filings with, any such authority in connection therewith are effected, obtained and maintained in full force and effect.

 

10.11                  Each Paying Agent shall severally indemnify SEK against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it may incur, otherwise than by reason of its own negligence or wilful misconduct, as a result or arising out of or in relation to any breach by such Paying Agent of the terms of this Agreement.

 

10.12                  The Fiscal Agent agrees with SEK that it will notify the relevant Dealers of the completion of distribution of the Instruments of any series which are sold to or

 

26



 

through more than one Dealer as contemplated in Schedule 1 ( Selling Restrictions ) to the Dealership Agreement.

 

10.13                  The Fiscal Agent shall immediately notify (i) SEK of any notice delivered to it by Euroclear and/or Clearstream, Luxembourg; and (ii) Euroclear and/or Clearstream, Luxembourg of any relevant notice delivered to it by SEK.

 

10.14                  The Fiscal Agent shall comply with the provisions set out in Schedule 13 ( Duties under the Issuer-ICSDs Agreement ).

 

11.                                MISCELLANEOUS DUTIES OF THE REGISTRAR

 

11.1                         Each Registrar shall maintain in relation to each Series or Tranche of Registered Instruments in relation to which it is appointed as registrar a register (each a “ Register ”), which shall be kept in accordance with the terms and conditions applicable to such Series or Tranche of Registered Instruments and the regulations referred to in Clause 11.2. Each Register shall show the aggregate principal amount and date of issue of the relevant Series of Registered Instruments, the names and addresses of the initial holders thereof and the dates of all transfer to, the names and addresses of, all subsequent holders thereof and all cancellations and replacements of any Instrument Certificates. The relevant Registrar shall further, in relation to each Series or Tranche of Registered Instruments the terms and conditions applicable to which provide that the rate of interest applicable thereto shall be determined by such Registrar, determine such rate of interest from time to time on the basis therein provided and take all such action as may to it seem reasonably incidental thereto including, without limitation, the notification of all rates and amounts so determined and the maintenance of all appropriate records. Each Registrar shall make each Register and all such records in respect of which it has been appointed available for inspection at all reasonable times by SEK.

 

11.2                         The relevant Registrar shall by the issue of new Instrument Certificates, the cancellation of old Instrument Certificates and the making of entries in the relevant Register give effect to transfers of Registered Instruments in accordance with the terms and conditions applicable thereto and in accordance with such regulations concerning the transfer of Registered Instruments as may from time to time be promulgated by SEK. The initial regulations in relation to the transfer of Instrument Certificates are set out in Schedule 11 ( Regulations concerning transfer of Registered Instruments ).

 

11.3                         If the Transfer Agent receives requests for the transfer of International Registered Instruments in accordance with the Conditions and the regulations referred to in Clause 11.2 above, it shall assist, if required, in the issue of new International Instrument Certificates to give effect to such transfers and, in particular, upon any such request being duly made, shall promptly notify the International Registrar of:

 

(a)                                  the aggregate principal amount of the International Registered Instruments to be transferred;

 

(b)                                  the name(s) and addresses to be entered on the Register of the Holder(s) of the new International Instrument Certificate(s) to be issued in order to give effect to such transfer; and

 

27



 

(c)                                   the place and manner of delivery of the new International Instrument Certificate(s) to be delivered in respect of such transfer,

 

and shall forward the International Instrument Certificate(s) relating to the International Registered Instruments to be transferred (with the relevant form(s) of transfer duly completed) to the International Registrar with such notification.

 

11.4                         If the DTC Transfer Agent receives requests for the transfer of DTC Registered Instruments in accordance with the Conditions and the regulations referred to in Clause 11.2 above, it shall assist, if required, in the issue of new DTC Instrument Certificates to give effect to such transfers and, in particular, upon any such request being duly made, shall promptly notify the DTC Registrar of:

 

(a)                                  the aggregate principal amount of the DTC Registered Instruments to be transferred;

 

(b)                                  the name(s) and addresses to be entered on the Register of the Holder(s) of the new DTC Instrument Certificate(s) to be issued in order to give effect to such transfer; and

 

(c)                                   the place and manner of delivery of the new DTC Instrument Certificate(s) to be delivered in respect of such transfer,

 

and shall forward the DTC Instrument Certificate(s) relating to the DTC Registered Instruments to be transferred (with the relevant form(s) of transfer duly completed) to the DTC Registrar with such notification.

 

11.5                         The DTC Transfer Agent shall receive requests for the exchange of interests in the Unrestricted Global Instrument Certificate for interests in the Restricted Global Instrument Certificate and for the exchange of interests in the Restricted Global Instrument Certificate for interests in the Unrestricted Global Instrument Certificate and, upon any such request being duly made in accordance with the terms of this Agreement and the relevant Global Instrument Certificate, shall promptly notify the DTC Registrar of the principal amount of DTC Registered Instruments to be so exchanged and send to the DTC Registrar a copy of any certificate received by it in connection with such request for exchange.

 

11.6                         The DTC Registrar shall receive requests for the exchange of interests in the Unrestricted Global Instrument Certificate for interests in the Restricted Global Instrument Certificate and for the exchange of interests in the Restricted Global Instrument Certificate for interests in the Unrestricted Global Instrument Certificate and, subject to the DTC Registrar having received all information and certificates required by this Agreement and the relevant Global Instrument Certificate, the DTC Registrar shall give effect to such requests in accordance with the terms of the relevant Global Instrument Certificate by making appropriate adjustments to the records maintained by it and shall procure that appropriate entries are made in the records of the DTC Custodian so as to reflect such adjustments.

 

11.7                         SEK may from time to time deliver to the relevant Registrar Instrument Certificates representing the relevant Registered Instruments of which it is the holder for

 

28



 

cancellation, whereupon such Registrar shall cancel the same and shall make the corresponding entries in the relevant Register.

 

11.8                         As soon as practicable (and in any event within three months) after each date on which Registered Instruments fall due for redemption, the relevant Registrar shall notify SEK of the number of any Registered Instruments under which payment has been made and of the number of any Registered Instruments (and the names and addresses of the holders thereof) under which payment has not yet been applied for.

 

11.9                         The relevant Registrar shall, upon and in accordance with the instructions of SEK but not otherwise, arrange for the publication in accordance with Condition 20 ( Notices ) of any notice which is to be given to the holders of Registered Instruments.

 

11.10                  SEK shall ensure that the relevant Registrar has available to it supplies of such Instrument Certificates as shall be necessary in connection with the transfer of Registered Instruments under this Clause 11.

 

11.11                  The relevant Registrar shall, at the request of the holder of any Registered Instrument, issue voting certificates and block voting instructions in a form and manner which comply with the provisions of Schedule 10 ( Provisions for meetings of Holders of Instruments ) (except that it shall not be required to issue the same less than forty-eight hours before the time fixed for any meeting therein provided for). The relevant Registrar shall keep a full record of voting certificates and block voting instructions issued by it and will give to SEK not less than twenty-four hours before the time appointed for any meeting or adjourned meeting, full particulars of all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting.

 

11.12                  Each Registrar shall make available during office hours at its specified office copies of this Agreement.

 

11.13                  Each Registrar shall make all relevant and necessary notifications and filings to and with the Ministry of Finance in Japan or other relevant governmental or regulatory authority.

 

11.14                  Each Registrar shall indemnify SEK against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it may incur, otherwise than by reason of its own negligence or wilful misconduct, as a result or arising out of or in relation to any breach by the relevant Registrar of the terms of this Agreement.

 

12.                                APPOINTMENT AND DUTIES OF THE CALCULATION AGENT

 

12.1                         SEK appoints the Fiscal Agent at its specified office as Calculation Agent in relation to any Series of Instruments in respect of which it agrees to be named as such in the relevant Final Terms or Drawdown Prospectus (for avoidance of doubt, such Instruments expected to be Fixed Rate and/or Floating Rate Instruments only), for the purposes specified in this Agreement and in the Conditions and all matters incidental thereto. For all other Series of Instruments where a Calculation Agent is required, an appointment will be made by SEK pursuant to the pro-forma Master Calculation

 

29



 

Agency Agreement contained in Schedule 7 (Pro Forma Master Calculation Agency Agreement) of the Dealership Agreement.

 

12.2                         The Fiscal Agent accepts its appointment as Calculation Agent in relation to each Series of Instruments in respect of which no other person is named as such in the relevant Final Terms or Drawdown Prospectus or appointed by SEK to act as the Calculation Agent, as the case may be and shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. The Fiscal Agent acknowledges and agrees that it shall be the Calculation Agent in respect of each Series of Instruments unless the Dealer (or one of the Dealers) through whom such Instruments are issued has agreed with the SEK to act as Calculation Agent unless SEK otherwise agrees to appoint another institution as Calculation Agent.

 

12.3                         The Calculation Agent shall, in respect of each Series of Instruments in relation to which it is appointed as such:

 

(a)                                  obtain such quotes and rates and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Conditions at the times and otherwise in accordance with the Conditions and the Final Terms or Drawdown Prospectus, as the case may be;

 

(b)                                  without delay, inform SEK of such quotes, rates, determinations, calculations, adjustments, notifications and publications; and

 

(c)                                   maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such records available for inspection at all reasonable times by SEK and the Paying Agents.

 

12.4                         The Calculation Agent’s obligations under Clause 12.3 above shall only be deemed to be discharged once it has received confirmation from SEK that such notification has been received and that any quotes, rates, determinations, calculations, adjustments, notifications and publications are accepted by SEK.

 

12.5                         The Calculation Agent indemnifies SEK against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which SEK may incur, otherwise than by reason of SEK’s own negligence or wilful misconduct, as a result or arising out of or in relation to any breach by the Calculation Agent of the terms of this Agreement.

 

13.                                FEES AND EXPENSES

 

13.1                         SEK shall pay to the Fiscal Agent for account of the Paying Agents such fees as may have been agreed between SEK and the Fiscal Agent in respect of the services of the Paying Agents hereunder (plus any applicable value added tax). SEK shall pay to each of the Registrars for its own account such fees as may have been agreed between SEK and the Registrar in respect of the services of the Registrars hereunder (plus any applicable value added tax).

 

30



 

13.2                         SEK shall on demand reimburse the Fiscal Agent, each Registrar and each Paying Agent for all expenses (including, without limitation legal fees and any publication, advertising, communication, courier, postage and other out-of-pocket expenses) properly incurred in connection with its services hereunder (plus any applicable value added tax).

 

13.3                         SEK shall pay all stamp, registration and other taxes and duties (including any interest and penalties thereon or in connection therewith) which may be payable upon or in connection with the execution and delivery of this Agreement, and shall indemnify each Paying Agent and each Registrar against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it may incur as a result or arising out of or in relation to any failure to pay or delay in paying any of the same.

 

14.                                TERMS OF APPOINTMENT

 

14.1                         Each of the Paying Agents and each of the Registrars may, in connection with its services hereunder:

 

(a)                                  (in the case of Bearer Instruments only) except as ordered by a court of competent jurisdiction or as required by law and notwithstanding any notice to the contrary or any memorandum thereon, treat the holder of any Instrument as the absolute owner thereof and make payments thereon accordingly;

 

(b)                                  assume that the terms of each Instrument as issued are correct;

 

(c)                                   refer any question relating to the ownership of any Instrument or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any Instrument to SEK for determination by SEK and rely upon any determination so made;

 

(d)                                  rely upon the terms of any notice, communication or other document reasonably believed by it to be genuine; and

 

(e)                                   after consultation with SEK engage and pay for the advice or services of any lawyers or other experts whose advice or services may to it seem necessary and rely upon any advice so obtained (and such Paying Agent or, as the case may be, such Registrar shall be protected and shall incur no liability as against SEK in respect of any action taken, or suffered to be taken, in accordance with such advice and in good faith).

 

14.2                         Notwithstanding anything to the contrary expressed or implied herein or in the terms and conditions applicable to any Instruments, none of the Paying Agents, the Calculation Agent nor the Registrar shall in connection with their services hereunder, be under any fiduciary duty towards any person other than SEK, be responsible for or liable in respect of the authorisation, validity or legality of any Instrument issued or paid by it hereunder or any act or omission of any other person (including, without limitation, any other party hereto) or be under any obligation towards any person other than SEK and, in the case of the Paying Agents the other Paying Agents. The obligations of the Paying Agents and each of the Registrars are several and not joint.

 

31



 

14.3                         Each Paying Agent and each Registrar may subscribe, purchase, hold and dispose of Instruments and may enter into any transaction (including, without limitation, any depository, trust or agency transaction) with any holders or owners of any Instruments or with any other party hereto in the same manner as if it had not been appointed as the agent of SEK in relation to the Instruments.

 

14.4                         SEK shall indemnify each Paying Agent and each Registrar against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it may incur, other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 13.1 and otherwise than by reason of its own negligence or wilful misconduct, as a result or arising out of or in relation to its acting as the agent of SEK in relation to the Instruments.

 

14.5                         The Calculation Agent indemnifies SEK against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it may incur, otherwise than by reason of its own negligence or wilful misconduct, as a result or arising out of or in relation to any breach by the Calculation Agent of the terms of this Agreement.

 

15.                                CHANGES IN AGENTS

 

15.1                         Any Paying Agent or any Registrar may resign its appointment as the agent of SEK in relation to the Instruments upon the expiration of not less than thirty days’ notice to that effect by such Paying Agent or, as the case may be, such Registrar to SEK (with a copy, if necessary, to the Fiscal Agent) provided that :

 

(a)                                  any such notice which would otherwise expire within thirty days before or after the maturity date of any series of Instruments or any interest payment date in relation to any series of Instruments shall be deemed, in relation to such Series only, to expire on the thirtieth day following such date; and

 

(b)                                  in the case of (i) the Fiscal Agent, (ii) the only remaining Paying Agent, (iii) the Registrar with its specified office outside the United Kingdom, (iv) so long as any Instruments are admitted to listing on the official list and to trading on the regulated market of the Luxembourg Stock Exchange, the Paying Agent or Registrar with its specified office in Luxembourg (if so required by the listing rules of the Luxembourg Stock Exchange), or (v) so long as any Instruments are admitted to trading, listing and/or quotation by any stock exchange, listing authority and/or quotation system, the Paying Agent or Registrar with its specified office in a major city in the jurisdiction in which such stock exchange, listing authority and/or quotation system operates (if so required by the rules of such stock exchange, listing authority and/or quotation system), such resignation shall not be effective until a successor thereto as the agent of SEK in relation to the Instruments has been appointed by SEK or in accordance with Clause 15.5 and notice of such appointment has been given in accordance with Condition 20 ( Notices ).

 

15.2                         SEK may revoke its appointment of any Paying Agent or Registrar as its agent in relation to the Instruments by not less than thirty days’ notice to that effect to such Paying Agent or, as the case may be, such Registrar provided that , in the case of the

 

32



 

Fiscal Agent, the only remaining Paying Agent or Registrar with its specified office outside the United Kingdom, so long as any Instruments are admitted to listing on the official list and to trading on the regulated market of the Luxembourg Stock Exchange, the Paying Agent or Registrar with its specified office in Luxembourg (if so required by the listing rules of the Luxembourg Stock Exchange), or so long as any instruments are admitted to trading, listing and/or quotation by any stock exchange, listing authority and/or quotation system, the Paying Agent or Registrar with its specified office in a major city in the jurisdiction in which such stock exchange, listing authority and/or quotation system operates (if so required by the rules of such stock exchange, listing authority and/or quotation system), such revocation shall not be effective until a successor thereto as the agent of SEK in relation to the Instruments has been appointed by SEK and notice of such appointment has been given in accordance with Condition 20 ( Notices ).

 

15.3                         The appointment of any Paying Agent or Registrar as the agent of SEK in relation to the Instruments shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely: such Paying Agent or, as the case may be, Registrar becomes incapable of acting; such Paying Agent or, as the case may be, Registrar is adjudged bankrupt or insolvent; such Paying Agent or, as the case may be, Registrar files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Paying Agent or, as the case may be, Registrar; a receiver, administrator or other similar official of such Paying Agent or, as the case may be, Registrar or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Paying Agent or, as the case may be, Registrar under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Paying Agent or, as the case may be, Registrar or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.

 

15.4                         SEK may appoint substitute or additional agents in relation to the Instruments and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.

 

15.5                         If any Paying Agent or Registrar gives notice of its resignation in accordance with Clause 15.1 and by the tenth day before the expiration of such notice a successor to such Paying Agent or, as the case may be, Registrar as the agent of SEK in relation to the Instruments has not been appointed by SEK, such Paying Agent or, as the case may be, Registrar may itself, following such consultation with SEK as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution and give notice of such appointment in accordance with Condition 20 ( Notices ), whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.

 

33



 

15.6                         Upon any resignation or revocation becoming effective under this Clause 15, the relevant Paying Agent or, as the case may be, Registrar shall:

 

(a)                                  be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to the provisions of Clause 13.3, Clause 14 and this Clause 15);

 

(b)                                  repay to SEK such part of any fee paid to it in accordance with Clause 13.1 as shall relate to any period thereafter;

 

(c)                                   in the case of the Fiscal Agent, deliver to SEK and to its successor a copy, certified as true and up-to-date by an officer of the Fiscal Agent, of the records maintained by it in accordance with Clause 10;

 

(d)                                  in the case of a Registrar, deliver to SEK and to its successor a copy, certified as true and up-to-date by an officer of the relevant Registrar, of each of the Registers and other records maintained by it in accordance with Clause 11; and

 

(e)                                   forthwith (upon payment to it of any amount due to it in accordance with Clause 13 or Clause 14.4) transfer all moneys and papers (including any unissued Temporary Global Instrument, Definitive Instruments, Permanent Global Instrument, Definitive Instruments, Coupons or Instrument Certificate held by it hereunder) to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.

 

15.7                         Any corporation into which any Paying Agent or Registrar may be merged or converted, any corporation with which any Paying Agent or Registrar may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent or Registrar shall be a party, shall, to the extent permitted by applicable law, be the successor to such Paying Agent or, as the case may be, Registrar as agent of SEK in relation to the Instruments without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to SEK and the other parties hereto.

 

16.                                TIME

 

Any date or period specified herein may be postponed or extended by mutual agreement among the parties but, as regards any date or period originally fixed or so postponed or extended, time shall be of the essence.

 

17.                                NOTICES

 

All notices and communications hereunder shall be made in writing (by letter, e-mail or fax), shall be effective upon receipt by the addressee and shall be sent as follows:

 

34



 

(a)                                  if to SEK to it at:

 

Address:

 

Klarabergsviadukten 61-63

 

 

P.O. Box 194

 

 

SE-101 23 Stockholm

 

 

Sweden

 

 

 

Fax:

 

+46 8 411 4813

E-mail:

 

LCM@sek.se

 

 

 

Attention:

 

Back Office

 

(b)                                  if to a Paying Agent or Registrar, to it at the address, e-mail or fax number specified against its name in Schedule 12 ( The Specified Offices of the Paying Agents and the Registrar ) (or, in the case of a Paying Agent or Registrar not originally a party hereto, specified by notice to the other parties hereto at or about the time of its appointment as the agent of SEK in relation to the Instruments) for the attention of the person or department therein specified (or as aforesaid),

 

or, in any case, to such other address, e-mail or fax number or for the attention of such other person or department as the addressee has by prior notice to the sender specified for the purpose.

 

18.                                LAW AND JURISDICTION

 

18.1                         This Agreement and all non-contractual obligations arising out of or in connection with it are governed by English law.

 

18.2                         The courts of England have exclusive jurisdiction to settle any dispute (a “ Dispute ”), arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) or the consequences of its nullity.

 

18.3                         The parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary.

 

18.4                         Clause 18.2 is for the benefit of the Paying Agents and Registrar only. As a result, nothing in this Clause 18 prevents the Paying Agents or Registrar from taking proceedings relating to a Dispute (“ Proceedings ”) in any other courts with jurisdiction. To the extent allowed by law, the Paying Agents and the Registrar may take concurrent Proceedings in any number of jurisdictions.

 

18.5                         SEK agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to The Trade Commissioner for the time being at Business Sweden - The Swedish Trade and Invest Council, 5 Upper Montagu Street, London, W1H 2AG (or its other address in England from time to time). If the appointment of the person mentioned in this Clause ceases to be effective, SEK shall forthwith appoint a further person in England to accept service of process on its behalf in England and notify the name and address of such person to each Paying Agent and the Registrar, and failing such appointment within fifteen days, any Paying Agent or any Registrar shall be

 

35



 

entitled to appoint such a person by notice to SEK. Nothing contained herein shall affect the right to serve process in any other manner permitted by law. This Clause applies to Proceedings in England and to Proceedings elsewhere.

 

19.                                MODIFICATION

 

For the avoidance of doubt, this Agreement may be amended by further agreement among the parties hereto and without the consent of the holders of any of the Instruments.

 

20.                                RIGHTS OF THIRD PARTIES

 

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

 

21.                                COUNTERPARTS

 

This Agreement may be executed in any number of counterparts, and thus has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

 

AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written.

 

36



 

SCHEDULE 1

FORM OF TEMPORARY GLOBAL INSTRUMENT

 

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1)

 

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY APPLICABLE U.S. STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE TERMS OF THE SECURITY AND PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.  UNTIL THE EXPIRY OF THE PERIOD OF 40 DAYS AFTER THE COMPLETION OF THE DISTRIBUTION OF ALL THE GLOBAL INSTRUMENTS OF THE TRANCHE OF WHICH THIS GLOBAL INSTRUMENT FORMS PART, SALES MAY NOT BE MADE IN THE UNITED STATES OR TO U.S. PERSONS UNLESS MADE (I) PURSUANT TO RULE 903 OR 904 OR REGULATION S UNDER THE SECURITIES ACT OR (II) TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN, AND IN TRANSACTIONS PURSUANT TO, RULE 144A UNDER THE SECURITIES ACT.

 

AB SVENSK EXPORTKREDIT (publ)

( incorporated in the Kingdom of Sweden with limited liability )

 

TEMPORARY GLOBAL INSTRUMENT

 

representing up to

[Aggregate principal amount of Series]
[Title of Instruments]

 

This Temporary Global Instrument is issued in respect of an issue of [ aggregate principal amount of Series ] in aggregate principal amount of [ title of Instruments ] (the “ Instruments ”) by AB SVENSK EXPORTKREDIT (publ) (“ SEK ”).  The Instruments are described in the [final terms (the “ Final Terms ”)/pricing supplement (the “ Pricing Supplement ”)/drawdown prospectus (“ Drawdown Prospectus ”)], a copy of which is annexed hereto.  If a Pricing Supplement or Drawdown Prospectus is annexed hereto, each reference in this Temporary Global Instrument to “Final Terms” shall be read and construed as a reference to the final terms of the Instruments set out in such Pricing Supplement or Drawdown Prospectus, unless the context requires otherwise.

 

SEK for value received promises, all in accordance with the terms and conditions [attached hereto/set out in the base prospectus prepared by SEK and dated 27 March 2015 (as amended, supplemented or replaced) and the final terms prepared in relation to the Instruments and set out in the relevant [Final Terms/Pricing Supplement/Drawdown Prospectus]] attached hereto (the “ Conditions ”) to pay to the bearer upon surrender hereof on [ maturity date ] or on such earlier date as the same may become payable in accordance therewith the principal sum of

 


(1)          Legend to appear on every Instrument with a maturity of more than one year.

 

37



 

[ denomination in words and numerals ] or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on such principal amount at the rate or rates specified therein together with any additional amounts payable in accordance with the Conditions], and in the case of convertible or exchangeable Instruments, to deliver or procure the delivery of any securities requested to be delivered on redemption pursuant to the terms and conditions and the final terms prepared in relation to the Instruments, all subject to the Conditions.

 

Except as specified herein, the bearer of this Temporary Global Instrument is entitled to the benefit of the same obligations on the part of SEK as if such bearer were the bearer of the Instruments represented hereby, and all payments under and to the bearer of this Temporary Global Instrument shall be valid and effective to satisfy and discharge the corresponding liabilities of SEK in respect of the Instruments.

 

Words and expressions defined in the Conditions shall have the same meanings when used in this Temporary Global Instrument except where the context requires otherwise or unless otherwise stated.

 

This Temporary Global Instrument is exchangeable in whole or in part for a permanent global instrument (the “ Permanent Global Instrument ”) representing the Instruments and in substantially the form (subject to completion) set out in Schedule 2 to a fiscal agency agreement dated 27 March 2015 (as amended or supplemented from time to time, the “ Fiscal Agency Agreement ”) and made between SEK and Deutsche Bank AG, London Branch, in its capacity as fiscal agent (the “ Fiscal Agent ”, which expression shall include any successor to Deutsche Bank AG, London Branch, in its capacity as such), and certain other financial institutions named therein or, if so specified in such final terms, for definitive instruments (“ Definitive Instruments ”) in substantially the form (subject to completion) set out in Schedule 3 to such Fiscal Agency Agreement.  An exchange for a Permanent Global Instrument or, as the case may be, Definitive Instruments will be made only on or after the fortieth day after the date of issue of this Temporary Global Instrument (the “ Exchange Date ”) and upon presentation or, as the case may be, surrender of this Temporary Global Instrument to the Fiscal Agent at its Specified Office in relation to the Instruments [and upon and to the extent of delivery to the Fiscal Agent of a certificate or certificates issued by Euroclear Bank SA/NV (“ Euroclear ”) or Clearstream Banking, société anonyme , (“ Clearstream, Luxembourg ”, together with Euroclear, the international central securities depositaries or “ ICSDs ”) and dated not earlier than the Exchange Date in substantially the form set out in Annex I hereto](2).  Any Definitive Instruments will be made available for collection by the persons entitled thereto at the Specified Office of the Fiscal Agent.

 

If the Final Terms specify that the New Global Instrument form is applicable, this Temporary Global Instrument a “ New Global Instrument ” or an “ NGI ” and the principal amount of Instruments represented by this Temporary Global Instrument or the aggregate principal amount of Definitive Instruments so delivered from time to time, as the case may be shall be the aggregate amount from time to time entered in the records of both ICSDs.  The records of the ICSDs (which expression in this Temporary Global Instrument means the records that each ICSD holds for its customers which reflect the amount of such customers’ interests in the Instruments (but excluding any interest in any Instruments of one ICSD shown in the records of another ICSD)) shall be conclusive evidence of the nominal amount of Instruments

 


(2)          Delete if TEFRA C applies as certifications are not required for an exchange of a Temporary Global Instrument for a Permanent Global Instrument or for Definitive Instrument or for payments of interest.

 

38



 

represented by this Temporary Global Instrument and, for these purposes, a statement issued by an ICSD stating the principal amount of Instruments represented by this Temporary Global Instrument at any time shall be conclusive evidence of the records of the ICSD at that time;  provided,  however,  that in no circumstances shall the principal amount of the Permanent Global Instrument or the aggregate principal amount of Definitive Instruments so delivered, as the case may be, exceed the initial principal amount of this Temporary Global Instrument.

 

If the Final Terms specify that the New Global Instrument form is not applicable, this Temporary Global Instrument shall be a “Classic Global Instrument” or “CGI” and the principal amount of the Instruments represented by this Temporary Global Instrument shall be the amount stated in the applicable Final Terms or, if lower, the principal amount most recently entered by or on behalf of SEK in the relevant column in the Schedule ( Payments, Delivery of Definitive Instruments, Exchange for Permanent Global Instrument and Cancellation of Instruments ).

 

[Payments of interest falling due before the Exchange Date will be made only upon presentation of the Temporary Global Instrument to the Fiscal Agent at its Specified Office in relation to the Instruments and upon or to the extent of delivery to the Fiscal Agent or, in the case that this Temporary Global Instrument is an NGI Temporary Global Instrument, at the Specified Office of the Fiscal Agent or the Common Safe-keeper of a certificate or certificates issued by an ICSD and/or any other relevant clearing system and dated not earlier than the relevant interest payment date in substantially the form set out in Annex II hereto.](3) In the case of interest falling due after the Exchange Date, interest shall only be payable to the extent SEK has failed to procure the exchange for a Permanent Global Instrument and/or Definitive Instruments of that portion of this Temporary Global Instrument in respect of which such interest has accrued.

 

Whenever any interest in this Temporary Global Instrument is to be exchanged for an interest in a Permanent Global Instrument, SEK shall procure (in the case of first exchange) the prompt delivery (free of charge to the bearer) of such Permanent Global Instrument, duly authenticated, to the bearer of this Temporary Global Instrument or (in the case of any subsequent exchange) an increase in the principal amount of such Permanent Global Instrument in accordance with its terms, in each case in an aggregate principal amount equal to the aggregate of the principal amounts specified in the certificates issued by Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system and received by the Fiscal Agent against presentation and (in the case of final exchange) presentation and surrender of this Temporary Global Instrument to or to the order of the Fiscal Agent requesting such exchange.

 

Whenever this Temporary Global Instrument is to be exchanged for Definitive Instruments, SEK shall procure the prompt delivery (free of charge to the bearer) of such Definitive Instruments, duly authenticated and with Coupons and Talons attached (if so specified in the [Final Terms/Pricing Supplement/Drawdown Prospectus]), in an aggregate principal amount equal to the principal amount of this Temporary Global Instrument to the bearer of this Temporary Global Instrument against the surrender of this Temporary Global Instrument to or to the order of the Fiscal Agent within 30 days of the bearer requesting such exchange.

 


(3)          Delete if TEFRA C applies as certifications are not required for an exchange of a Temporary Global Instrument for a Permanent Global Instrument or for Definitive Instrument or for payments of interest.

 

39



 

In the event that (i) this Temporary Global Instrument is not duly exchanged, (a) whether in whole or in part, for the Permanent Global Instrument by 5.00 p.m. (London time) on the seventh day after the bearer has requested exchange of an interest in this Temporary Global Instrument for an interest in a Permanent Global Instrument or, as the case may be, (b) in whole for Definitive Instruments by 6.00 p.m. (London time) on the thirtieth day after the bearer has requested such exchanged, provided that the preconditions to such exchange are satisfied or (ii) this Temporary Global Instrument (or any part hereof) has become due and payable in accordance with the Conditions or the date for final redemption of this Temporary Global Instrument has occurred and, in either case, payment in full of the amount of principal falling due with all accrued interest thereon has not been made to the bearer in accordance with the terms of this Temporary Global Instrument on the due date for payment, then this Temporary Global Instrument will become void at 5.00 p.m. (London time) on such seventh day (in the case of (i)(a) above) or at 5.00 p.m. (London time) on such thirtieth day (in the case of (i)(b)) or at 5.00 p.m. (London time) on such due date (in the case of (ii) above) and the bearer will have no further rights hereunder (but without prejudice to the rights which such bearer or any other person may have under a deed of covenant dated 4 April 2014 and executed by SEK in respect of the Instruments (as amended, supplemented or replaced, unless otherwise stated in the relevant [Final Terms/Pricing Supplement/Drawdown Prospectus]) (the “ Deed of Covenant ”)).  The Deed of Covenant has been deposited at the Specified Office of the Fiscal Agent and a copy of it may be inspected at the Specified Office of each Paying Agent.

 

Upon any payment being made in respect of the Instrument represented by this Temporary Global Instrument, SEK shall procure that:

 

(a)                                  CGI :       if the Final Terms specify that the New Global Instrument form is not applicable, details of such payment shall be entered in the Schedule ( Payments, Delivery of Definitive Instruments, Exchange for Permanent Global Instrument and Cancellation of Instruments ) hereto and, in the case of any payment of principal, the principal amount of the Instruments represented by this Temporary Global Instrument shall be reduced by the principal amount so paid; and

 

(b)                                  NGI :  if the Final Terms specify that the New Global Instrument form is applicable, details of such payment shall be entered pro rata in the records of the ICSDs and, in the case of any payment of principal, the principal amount of the Instruments entered in the records of ICSDs and represented by this Temporary Global Instrument shall be reduced by the principal amount so paid.

 

Discharge of Issuer’s obligations

 

In relation to payments made in respect of this Temporary Global Instrument, so long as this Temporary Global Instrument is held on behalf of Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system, the definition of “Business Day” in Condition 1.1 ( Interpretation — Definitions ) shall be amended so as to disapply paragraphs (A)(i)(b) and (A)(ii)(b) of that definition.  Payments due in respect of Instruments for the time being represented by this Temporary Global Instrument shall be made to the bearer of this Global Instrument and each payment so made will discharge SEK’s obligations in respect thereof.  Any failure to make the entries referred to above shall not affect such discharge.

 

On any occasion on which a payment of principal or redemption amount is made in respect of this Temporary Global Instrument or on which this Temporary Global Instrument is

 

40



 

exchanged in whole or in part as aforesaid or on which Instruments represented by this Temporary Global Instrument are to be cancelled, SEK shall procure that:

 

(a)                                  if the Final Terms specify that the New Global Instrument form is not applicable, (i) the amount of such payment and the aggregate principal amount of such Instruments and (ii) the remaining principal amount of Instruments represented by this Temporary Global Instrument (which shall be the previous principal amount of Instruments represented by this Temporary Global Instrument less the aggregate of the amounts referred to in (i)) are entered in the Schedule) hereto, whereupon the principal amount of Instruments represented by this Temporary Global Instrument shall for all purposes be as most recently so entered; and

 

(b)                                  if the Final Terms specify that the New Global Instrument form is applicable, details of the exchange or cancellation shall be entered pro rata in the records of the ICSDs.

 

Notwithstanding Condition 20 ( Notices ), while all the Instruments are represented by this Temporary Global Instrument (or by this Temporary Global Instrument and the Permanent Global Instrument) and this Temporary Global Instrument is (or this Temporary Global Instrument and the Permanent Global Instrument are) deposited with a depositary or a common depositary for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system or a Common Safe-keeper (which expression has the meaning given in the Fiscal Agency Agreement), notices to Holders may be given by delivery of the relevant notice to Euroclear and/or Clearstream,  Luxembourg and/or any other relevant clearing system and, in any case, such notices shall be deemed to have been given to the Holders in accordance with Condition 20 ( Notices ) on the date of delivery to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system[; provided, however, that , so long as the Instruments are admitted to trading on the regulated market of the Luxembourg Stock Exchange and its rules so require, notices shall be published on the website of the Luxembourg Stock Exchange (www.bourse.lu)] (4) .

 

This Temporary Global Instrument and all non-contractual obligations arising out of or in connection with it are governed by English law.

 

The courts of England have exclusive jurisdiction to settle any dispute (a “ Dispute ”), arising from or connected with this Temporary Global Instrument (including a dispute relating to any non-contractual obligations arising from or in connection with this Temporary Global Instrument or a dispute regarding the existence, validity or termination of this Temporary Global Instrument) or the consequences of its nullity.  The above jurisdiction provision is for the benefit of the bearer only.  As a result, nothing in this Temporary Global Instrument prevents the bearer from taking proceedings relating to a Dispute (“ Proceedings ”) in any other courts with jurisdiction.  To the extent allowed by law, the bearer may take concurrent Proceedings in any number of jurisdictions.  SEK agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary.  SEK agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to The Trade Commissioner for the time being at Business Sweden - The Swedish Trade and Invest Council, 5 Upper Montagu Street, London, W1H 2AG (or its other address in England from time to time).  If the appointment of the person mentioned in

 


(4)          Include where the Instruments are admitted to trading on the regulated market of the Luxembourg Stock Exchange.

 

41



 

this paragraph ceases to be effective SEK shall forthwith appoint a further person in England to accept service of process on its behalf in England and notify the name and address of such person to the Fiscal Agent.  Nothing contained herein shall affect the right to serve process in any other manner permitted by law.  This applies to Proceedings in England and to Proceedings elsewhere.

 

This Temporary Global Instrument shall not be valid for any purpose until authenticated for and on behalf of Deutsche Bank AG, London Branch as fiscal agent.

 

If the Final Terms specify that the New Global Instrument form is applicable, this Temporary Global Instrument shall not be valid for any purpose until it has been effectuated for and on behalf of the Common Safe-keeper appointed as common safe-keeper by the ICSDs.

 

AS WITNESS the manual signature of a duly authorised officer on behalf of SEK.

 

AB SVENSK EXPORTKREDIT (publ)

 

 

 

 

By:

[ manual signature ]

 

 

(duly authorised)

 

 

 

ISSUED in London as of [        ] 20[  ]

 

 

 

AUTHENTICATED for and on behalf of

 

DEUTSCHE BANK AG , LONDON BRANCH as fiscal agent without recourse, warranty or liability

 

 

 

By:

[ manual signature ]

 

 

(duly authorised)

 

 

 

EFFECTUATED for and on behalf of

 

( Common Safe-keeper) as common safe-keeper without recourse, warranty or liability

 

 

 

By:

[ manual signature ]

 

 

(duly authorised)

 

 

42



 

THE SCHEDULE(5)

 

Payments, Delivery of Definitive Instruments,

Exchange for Permanent Global Instrument

and Cancellation of Instruments

 

Date of payment,
delivery or
cancellation

 

Amount of
interest then paid

 

Amount of
principal [or in
respect of which
redemption
amount]then
paid

 

Aggregate
principal amount
of Definitive
Instruments then
delivered

 

Aggregate
principal amount
of this
Temporary
Global
Instrument then
exchanged for
the Permanent
Global
Instrument

 

Aggregate
principalamount
of Instruments
then cancelled

 

Remaining
principal amount
of this
Temporary
Global
Instrument

 

Authorised
signature

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(5)          The Schedule should only be completed where the applicable Final Terms indicates that this Temporary Global Instrument is not intended to be a New Global Instrument.

 

43



 

ANNEX I

 

[Form of certificate to be given in relation to exchanges of this Temporary Global Instrument for the Permanent Global Instrument or Definitive Instruments:]

 

AB SVENSK EXPORTKREDIT (publ)

[Aggregate principal amount and title of Instruments]

(the Securities )

 

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “ Member Organisations ”) substantially to the effect set forth in the Fiscal Agency Agreement and temporary global instrument as of the date hereof, [ currency ] [ amount ] principal amount of the above-captioned Securities (a) is owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“ United States persons ”), (b) is owned by United States persons that (i) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165- 12(c)(1)(iv) (“ financial institutions ”)) subscribing or purchasing for their own account or for resale, or (ii) acquired the Securities through and are holding through on the date hereof (as such terms “acquired through” and “holding through” are described in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (i) or (ii), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise SEK or SEK’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (c) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in Clause (c) (whether or not also described in Clause (a) or (b)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

 

As used herein, “ United States ” means the United States of America (including the States and the District of Columbia); and its “ possessions ” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

 

We further certify (1) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global security excepted in such certifications and (2) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as at the date hereof.

 

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States.  In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.

 

44



 

Date:  [        ](6)

 

[Euroclear Bank SA/NV/Clearstream Banking, société anonyme ]

 

By:     [ authorised signature ]

 


(6)          To be dated not earlier than the Exchange Date.

 

45



 

ANNEX II

 

[Form of certificate to be given in relation to payments of interest falling due before the Exchange Date:]

 

AB SVENSK EXPORTKREDIT (publ)

[Aggregate principal amount and title of Instruments]

(the Securities )

 

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “ Member Organisations ”) substantially to the effect set forth in the Fiscal Agency Agreement and temporary global instrument as of the date hereof, [ currency ] [ amount ] principal amount of the above-captioned Securities (a) is owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“ United States persons ”), (b) is owned by United States persons that (i) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165- 12(c)(1)(iv) (“ financial institutions ”)) subscribing or purchasing for their own account or for resale, or (ii) acquired the Securities through and are holding through on the date hereof (as such terms “acquired through” and “holding through” are described in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (i) or (ii), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise SEK or SEK’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (c) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in Clause (c) (whether or not also described in Clause (a) or (b)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

 

[As used herein, “ United States ” means the United States of America (including the States and the District of Columbia); and its “ possessions ” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.]

 

We further certify (1) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global security excepted in such certifications and (2) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as at the date hereof.

 

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States.  In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.

 

46



 

Date:      [               ](7)

 

[Euroclear Bank SA/NV/Clearstream Banking, société anonyme ]

 

By:        [ authorised signature ]

 


(7)          To be dated not earlier than the relevant interest payment date.

 

47



 

ANNEX III

 

[Form of account-holder’s certification referred to in the preceding certificates:]

 

AB SVENSK EXPORTKREDIT (publ)

[Aggregate principal amount and title of Instruments]

(the Securities )

 

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (a) are owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“ United States persons ”), (b) are owned by United States person(s) that (i) are foreign branches of a United States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) (“ financial institutions ”) subscribing or purchasing for their own account or for resale, or (ii) acquired the Securities through and are holding through on the date hereof (as such terms “acquired through” and “holding through” are described in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (i) or (ii), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise SEK or SEK’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (c) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a United States or foreign financial institution described in Clause (c) (whether or not also described in Clause (a) or (b)) this is further to certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

 

As used herein, “ United States ” means the United States of America (including the States and the District of Columbia); and its “ possessions ” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

 

We undertake to advise you promptly by tested telex, by fax on or prior to the date on which you intend to submit your certification relating to the Securities held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

 

This certification excepts and does not relate to [ currency ] [ amount ] of such interest in the above Securities in respect of which we are not able to certify and as to which we understand exchange and delivery of definitive Securities (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify.

 

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States.  In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.

 

48



 

Date:  [        ](8)

 

[Account Holder] as or as agent for the beneficial owner of the Instruments.

 

By:         [ authorised signature ]

 


(8)          To be dated not earlier than fifteen days before the Exchange Date or, as the case may be the relevant interest payment date.

 

49



 

[ Insert Final Terms/Pricing Supplement/Drawdown Prospectus ]

 

50



 

[ Insert Terms and Conditions as set out in the Base Prospectus if these are to be endorsed in accordance with the Temporary Global Instrument ]

 

51



 

SCHEDULE 2

FORM OF PERMANENT GLOBAL INSTRUMENT

 

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](9)

 

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY APPLICABLE U.S. STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE TERMS OF THE SECURITY AND PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. UNTIL THE EXPIRY OF THE PERIOD OF 40 DAYS AFTER THE COMPLETION OF THE DISTRIBUTION OF ALL THE GLOBAL INSTRUMENTS OF THE TRANCHE OF WHICH THIS GLOBAL INSTRUMENT FORMS PART, SALES MAY NOT BE MADE IN THE UNITED STATES OR TO U.S. PERSONS UNLESS MADE (I) PURSUANT TO RULE 903 OR 904 OR REGULATION S UNDER THE SECURITIES ACT OR (II) TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN, AND IN TRANSACTIONS PURSUANT TO, RULE 144A UNDER THE SECURITIES ACT.

 

AB SVENSK EXPORTKREDIT (publ)

( incorporated in the Kingdom of Sweden with limited liability )

 

PERMANENT GLOBAL INSTRUMENT

 

representing up to

[Aggregate principal amount of Series]

[Title of Instruments]

 

This Permanent Global Instrument is issued in respect of an issue of [ aggregate principal amount of Series ] in aggregate principal amount of [ title of Instruments ] (the “ Instruments ”) by AB SVENSK EXPORTKREDIT (publ) (“ SEK ”). The Instruments are described in the [final terms (the “ Final Terms ”)/pricing supplement (the “ Pricing Supplement ”)/drawdown prospectus (the “ Drawdown Prospectus ”)] a copy of which is annexed hereto. If a Pricing Supplement or a Drawdown Prospectus is annexed hereto, each reference in this Permanent Global Instrument to “Final Terms” shall be read and construed as a reference to the final terms of the Instruments set out in such Pricing Supplement or Drawdown Prospectus.

 

SEK for value received promises, all in accordance with the terms and conditions [attached hereto/set out in the base prospectus prepared by SEK and dated 27 March 2015 (as amended, supplemented or replaced) and the final terms prepared in relation to the Instruments and set out in the relevant [Final Terms/Pricing Supplement/Drawdown Prospectus]] (the “ Conditions ”) to pay to the bearer upon surrender hereof on [ maturity date ] or on such earlier date as the same may become payable in accordance therewith the principal sum of

 


(9)          Legend to appear on every Instrument with a maturity of more than one year.

 

52



 

[ denomination in words and numerals ] or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on such principal amount at the rate or rates specified therein together with any additional amounts payable in accordance with the Conditions], and in the case of convertible or exchangeable Instruments, to deliver or procure the delivery of any securities requested to be delivered on redemption pursuant to the terms and conditions and the final terms prepared in relation to the Instruments, all subject to the Conditions.

 

The bearer of this Permanent Global Instrument is entitled to the benefit of the same obligations on the part of SEK as if such bearer were the bearer of the Instruments represented hereby, and all payments under and to the bearer of this Permanent Global Instrument shall be valid and effective to satisfy and discharge the corresponding liabilities of SEK in respect of the Instruments.

 

Words and expressions defined in the Conditions shall have the same meanings when used in this Permanent Global Instrument except where the context requires otherwise or unless otherwise stated.

 

If the Final Terms specify that the New Global Instrument form is applicable, this Permanent Global Instrument shall be a “ New Global Instrument ” or “ NGI ” and the principal amount of Instruments represented by this Permanent Global Instrument shall be the aggregate amount from time to time entered in the records of both ICSDs. The records of the ICSDs (which expression in this Global Instrument means the records that each ICSD holds for its customers which reflect the amount of such customers’ interests in the Instruments (but excluding any interest in any Instruments of one ICSD shown in the records of another ICSD)) shall be conclusive evidence of the principal amount of Instruments represented by this permanent Global Instrument and, for these purposes, a statement issued by an ICSD (which statement shall be made available to the bearer upon request) stating the principal amount of Instruments represented by this Permanent Global Instrument at any time shall be conclusive evidence of the records of the ICSD at that time.

 

If the Final Terms specify that the New Global Instrument form is not applicable, this Permanent Global Instrument shall be a “ Classic Global Instrument ” or “ CGI ” and the principal amount of Instruments represented by this Global Instrument shall be the amount stated in the Final Terms or, if lower, the principal amount most recently entered by or on behalf of SEK in the relevant column in the Schedule hereto.

 

This Permanent Global Instrument is exchangeable in whole but not in part for definitive instruments (“ Definitive Instruments ”) in substantially the form (subject to completion) set out in Schedule 3 to a fiscal agency agreement dated 27 March 2015, (as amended or supplemented from time to time, the “ Fiscal Agency Agreement ”) and made between SEK and Deutsche Bank AG in its capacities as fiscal agent (the “ Fiscal Agent ”, which expression shall include any successor to Deutsche Bank AG, in its capacity as such), and certain other financial institutions named therein and/or (if so specified in the [Final Terms/Pricing Supplement/Drawdown Prospectus]) upon the exercise of the relevant option by the bearer hereof by delivering an exchange notice in the form attached hereto to the Fiscal Agent at its Specified Office (a) if Euroclear Bank SA/NV (“ Euroclear ”) or Clearstream Banking, société anonyme , (“ Clearstream, Luxembourg ”, together with Euroclear, the international central securities depositaries or “ ICSDs ”) or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or (b) if any of the circumstances

 

53



 

described in Condition 12 ( Events of Default ) occurs or, (c) if so specified in the [Final Terms/Pricing Supplement/Drawdown Prospectus] (i) at any time or (ii) on the expiry of such period of notice as specified in the Final Terms or Drawdown Prospectus, as the case may be, which shall not be less than forty-five days before the date upon which the exchange for such Definitive Instruments is required.

 

Whenever this Permanent Global Instrument is to be exchanged for Definitive Instruments, SEK shall procure the prompt delivery (free of charge to the bearer) of such Definitive Instruments, duly authenticated and with Coupons and Talons attached (if so specified in the [Final Terms/Pricing Supplement/Drawdown Prospectus]) in an aggregate principal amount equal to the principal amount of this Permanent Global Instrument to the bearer of this Permanent Global Instrument against the surrender of this Permanent Global Instrument to or to the order of the Fiscal Agent within 30 days of the bearer requesting such exchange.

 

If (a) default is made by SEK in the required delivery of such Definitive Instruments and such default is continuing at 6.00 p.m. (London time) on the thirtieth day after the bearer has requested exchange of this Permanent Global Instrument for Definitive Instruments or (b) this Permanent Global Instrument (or any part hereof) has become due and payable in accordance with the Conditions or the date for final redemption of this Permanent Global Instrument has occurred and, in either case, payment in full of the amount of principal falling due with all accrued interest thereon has not been made to the bearer in accordance with the terms of this Permanent Global Instrument on the due date for payment, then this Permanent Global Instrument will become void at 6.00 p.m. (London time) on such thirtieth day (in the case of (a) above) or at 6.00 p.m. (London time) on such due date (in the case of (b) above) and the bearer will have no further rights hereunder (but without prejudice to the rights which such bearer or any other persons may have under a deed of covenant dated 4 April 2014 and executed by SEK in respect of the Instruments (as amended, supplemented or replaced, unless otherwise stated in the relevant [Final Terms/Pricing Supplement/Drawdown Prospectus]) (the “ Deed of Covenant ”). The Deed of Covenant has been deposited at the Specified Office of the Fiscal Agent and a copy of it may be inspected at the Specified Office of each Paying Agent.

 

All payments in respect of this Permanent Global Instrument shall (i) in the case that this Permanent Global Instrument is a CGI Permanent Global Instrument, be made against presentation and (in the case of payment of principal of the Instruments in full with all interest accrued on the Instruments) surrender of this Permanent Global Instrument at the Specified Office of any Paying Agent; and (ii) in the case that this Permanent Global Instrument is an NGI Permanent Global Instrument be made upon receipt by the relevant Paying Agent of confirmation from the ICSDs (in accordance with the provisions of the Agency Agreement) that the records of the Fiscal Agent as to amounts payable on a relevant payment date and the records of the ICSDs as to amounts payable on a relevant date are identical.

 

Recording of Payments

 

Upon any payment being made in respect of the Instruments represented by this Permanent Global Instrument, SEK shall procure that:

 

(a)                                  CGI : if the Final Terms specify that the New Global Instrument form is not applicable, details of such payment shall be entered in the Schedule ( Payments, further exchanges of the Temporary Global Instrument, Delivery of Definitive

 

54



 

Instruments, Exercise of Options and Cancellation of Instruments ) hereto and, in the case of any payment of principal, the principal amount of the Instrument represented by this Permanent Global Instrument shall be reduced by the principal amount so paid; and

 

(b)                                  NGI : if the Final Terms specify that the New Global Instrument form is applicable, details of such payment shall be entered pro rata in the records of the ICSDs and, in the case of any payment of principal, the principal amount of the Instruments entered in the records of ICSDs and represented by this Permanent Global Instrument shall be reduced by the principal amount so paid.

 

Discharge of Issuer’s obligations

 

In relation to payments made in respect of this Permanent Global Instrument, so long as this Permanent Global Instrument is held on behalf of Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system, the definition of “Business Day” in Condition 1.1 ( Interpretation — Definitions ) shall be amended so as to disapply paragraphs (A)(i)(b) and (A)(ii)(b) of that definition. Payments due in respect of Instruments for the time being represented by this Permanent Global Instrument shall be made to the bearer of this Permanent Global Instrument and each payment so made will discharge SEK’s obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge.

 

On any occasion on which a payment of principal or redemption amount is made in respect of this Permanent Global Instrument or on which this Permanent Global Instrument is exchanged for Definitive Instruments as aforesaid or on which any Instruments represented by this Permanent Global Instrument are to be cancelled, SEK shall procure that:

 

(a)                                  if the Final Terms specify that the New Global Instrument form is not applicable, (i) the principal amount of such payment and the aggregate principal amount of such Instruments and (ii) the remaining principal amount of Instruments represented by this Temporary Global Instrument (which shall be the previous principal amount of Instruments represented by this Temporary Global Instrument less the aggregate of the amounts referred to in (i)) are entered in the Schedule hereto, whereupon the principal amount of Instruments represented by this Permanent Global Instrument shall for all purposes be as most recently so entered; and

 

(b)                                  if the Final Terms specify that the New Global Instrument form is applicable, details of the exchange or cancellation shall be entered pro rata in the records of the ICSDs.

 

In order to exercise the option contained in Condition 11.5 ( Redemption at the option of the Holders ), the holder of this Permanent Global Instrument must, within the period specified in the Conditions for the deposit of the relevant Instrument and put notice, give written notice of such exercise to the Fiscal Agent specifying the principal amount of Instruments in respect of which such option is being exercised. Any such notice shall be irrevocable and may not be withdrawn.

 

In connection with an exercise of the option contained in Condition 11.3 ( Redemption at the option of SEK ) in relation to some only of the Instruments, this Permanent Global Instrument may be redeemed in part in the principal amount specified by SEK in accordance with the Conditions and the Instruments to be redeemed will not be selected as provided in the

 

55



 

Conditions but in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in principal amount at their discretion).

 

On each occasion on which an option is exercised in respect of any Instruments represented by this Permanent Global Instrument, SEK shall procure that the appropriate notations are made on the Schedule hereto.

 

Initial Exchange

 

If this Permanent Global Instrument was originally issued in exchange for part only of a Temporary Global Instrument representing the Instruments, then all references in this Permanent Global Instrument to the principal amount of Instruments represented by this Permanent Global Instrument shall be construed as references to the principal amount of Instruments represented by the part of the Temporary Global Instrument in exchange for which this Global Instrument was originally issued which SEK shall procure:

 

(a)                                  CGI : if the Final Terms specify that the New Global Instrument form is not applicable, is entered in the Schedule hereto, whereupon the principal amount of Instruments represented by this Permanent Global Instrument shall for all purposes be as most recently so entered; and

 

(b)                                  NGI : if the Final Terms specify that the New Global Instrument form is applicable, is entered by the ICSDs in their records.

 

Subsequent Exchange

 

If at any subsequent time any further portion of such Temporary Global Instrument is exchanged for an interest in this Permanent Global Instrument, the principal amount of Instruments represented by this Global Instrument shall be increased by the amount of such further portion, and SEK shall procure that the principal amount of Instruments represented by this Permanent Global Instrument (which shall be the previous principal amount of Instruments represented by this Permanent Global Instrument plus the amount of such further portion) is:

 

(a)                                  CGI : if the Final Terms specify that the New Global Instrument form is not applicable, entered in the Schedule hereto, whereupon the principal amount of this Global Instrument shall for all purposes be as most recently so entered; and

 

(b)                                  NGI : if the Final Terms specify that the New Global Instrument form is applicable, entered by the ICSDs in their records.

 

Notwithstanding Condition 20 ( Notices ), while all the Instruments are represented by this Permanent Global Instrument (or by this Permanent Global Instrument and a temporary global instrument) and this Permanent Global Instrument is (or this Permanent Global Instrument and the temporary global instrument are) deposited with a depositary or a common depositary for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system or a Common Safe-keeper (which expression has the meaning given in the Agency Agreement), notices to Holders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system and, in any case, such notices shall be deemed to have been given to the Holders in accordance with

 

56



 

Condition 20 ( Notices ) on the date of delivery to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system[; provided, however, that , so long as the Instruments are admitted to trading on the regulated market of the Luxembourg Stock Exchange and its rules so require, notices will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu)(10)].

 

This Permanent Global Instrument and all non-contractual obligations arising out of or in connection with it are governed by English law.

 

The courts of England have exclusive jurisdiction to settle any dispute (a “ Dispute ”), arising from or connected with this Permanent Global Instrument (including a dispute relating to any non-contractual obligations arising from or in connection with this Permanent Global Instrument or a dispute regarding the existence, validity or termination of this Permanent Global Instrument) or the consequences of its nullity. The above jurisdiction provision is for the benefit of the bearer only. As a result, nothing in this Permanent Global Instrument prevents the bearer from taking proceedings relating to a Dispute (“ Proceedings ”) in any other courts with jurisdiction. To the extent allowed by law, the bearer may take concurrent Proceedings in any number of jurisdictions. SEK agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary. SEK agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to The Trade Commissioner for the time being at Business Sweden - The Swedish Trade and Invest Council, 5 Upper Montagu Street, London, W1H 2AG (or its other address in England from time to time). If the appointment of the person mentioned in this paragraph ceases to be effective, SEK shall forthwith appoint a further person in England to accept service of process on its behalf in England and notify the name and address of such person to the Fiscal Agent. Nothing contained herein shall affect the right to serve process in any other manner permitted by law. This applies to Proceedings in England and to Proceedings elsewhere.

 

This Permanent Global Instrument shall not be valid for any purpose until authenticated for and on behalf of Deutsche Bank AG, London Branch as fiscal agent.

 

If the Final Terms specify that the New Global Instrument is applicable, this Permanent Global Instrument shall not be valid for any purpose until it has been effectuated for and on behalf of the Common Safe-keeper appointed as common safe-keeper by the ICSDs.

 

AS WITNESS the manual signature of a duly authorised officer on behalf of SEK.

 

AB SVENSK EXPORTKREDIT (publ)

 

By:

[ manual signature ]

 

(duly authorised)

 

ISSUED in London on [          ] 20[ ]

 


(10)  Include where the Instruments are admitted to trading on the regulated market of the Luxembourg Stock Exchange.

 

57



 

AUTHENTICATED for and on behalf of
DEUTSCHE BANK AG , LONDON BRANCH
as fiscal agent without recourse, warranty

 

or liability

 

 

 

By:

[ manual signature ]
( duly authorised )

 

 

 

 

 

EFFECTUATED for and on behalf of

 

( Common Safe-keeper) as common safe-keeper without
recourse, warranty or liability

 

 

 

By:

[ manual signature ]
( duly authorised )

 

 

58



 

THE SCHEDULE (11)

 

Payments, further exchanges of the Temporary Global Instrument,
Delivery of Definitive Instruments, Exercise of Options

and Cancellation of Instruments

 

Date of 
payment, 
delivery, 
further 
exchanges of 
Temporary 
Global 
Instrument, 
exercise of 
option (and 
date upon 
which exercise 
is effective) or 
cancellation

 

Amount of 
interest then 
paid

 

Amount of 
principal [or in
respect of 
which 
redemption 
amount] then 
paid

 

Aggregate 
principal 
amount of 
Definitive 
Instruments 
then delivered

 

Aggregate 
principal amount 
of Instruments 
then cancelled

 

Aggregate 
principal 
amount in 
respect of 
which option is
exercised

 

Remaining 
principal 
amount of this
Permanent 
Global 
Instrument

 

Authorised
signature

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(11)  The Schedule should only be completed where the applicable Final Terms indicates that this Permanent Global Instrument is not intended to be a New Global Instrument.

 

59



 

EXCHANGE NOTICE

 

[ · ], being the bearer of this Global Instrument at the time of its deposit with the Fiscal Agent at its specified office for the purposes of the Instruments, hereby exercises the option to have this Global Instrument exchanged in whole for Instruments in definitive/registered form and directs that [such Instruments in definitive form be made available for collection by it from the Fiscal Agent’s Specified Office/and that/Certificates representing such Instruments in registered form be made available for collection at the Specified Office of the relevant Registrar/be mailed to the (respective) address(es) of the registered holder(s) as set forth below.](12)

 

Details for insertion in registrar in respect of Registered Instruments:

 

Name(s) and address(es) of registered holder(s)  [ · ]

 

 

By:

 

 

 

( duly authorised )

 


(12)  Delete and complete, as appropriate.

 

60



 

[ Insert Final Terms/Pricing Supplement/Drawdown Prospectus ]

 

61



 

[ Insert Terms and Conditions as set out in the Base Prospectus if these are to be endorsed in accordance with the Permanent Global Instrument ]

 

62



 

SCHEDULE 3

 

PART I

FORM OF DEFINITIVE INSTRUMENT (“AIBD” FORMAT)

 

[On the face of the Instrument:]

 

[<9999999+AAXXXXXXXXX9+XX+999999>]

 

[currency][Denomination]

 

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](13)

 

AB SVENSK EXPORTKREDIT (publ)

( incorporated in the Kingdom of Sweden with limited liability )

 

[Aggregate principal amount of Series]

[Title of Instruments]

 

AB SVENSK EXPORTKREDIT (publ) (“ SEK ”) for value received promises, all in accordance with the terms and conditions (the “ Terms and Conditions ”) [endorsed hereon/attached hereto] [and the final terms referred to therein and prepared by SEK in relation to the Instruments and set out in the [Final Terms/Pricing Supplement/Drawdown Prospectus] dated [ · ]] to pay to the bearer upon surrender hereof on [ maturity date ] or on such earlier date as the same may become payable in accordance therewith the principal amount of:

 

[ denomination in words and numerals ]

 

or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on such principal amount at the rate or rates specified therein], and in the case of convertible or exchangeable Instruments, to deliver or procure the delivery of any securities requested to be delivered on redemption pursuant to the terms and conditions and the final terms prepared in relation to the Instruments.

 

Words and expressions defined in the Terms and Conditions shall have the same meanings when used on the face of this Instrument.

 

This Instrument is issued pursuant to a Fiscal Agency Agreement dated 27 March 2015 (as supplemented, amended or replaced, the “ Fiscal Agency Agreement ”) and made between SEK and Deutsche Bank AG in its capacity as fiscal agent (the “ Fiscal Agent ” which expression shall include any successor to Deutsche Bank AG, London Branch in its capacity as such), and certain other financial institutions named therein.

 

This Instrument and all non-contractual obligations arising out of or in connection with it are governed by English law.

 


(13)  Legend to appear on every Instrument with a maturity of more than one year.

 

63



 

[This [title of Instrument] shall not/Neither this [title of Instrument] nor any of the interest coupons [talons] appertaining hereto shall] be valid for any purpose until this [title of Instrument] has been authenticated for and on behalf of Deutsche Bank AG as fiscal agent.

 

AS WITNESS the facsimile signature of a duly authorised officer on behalf of SEK.

 

 

AB SVENSK EXPORTKREDIT (publ)

 

 

 

By:

[ facsimile signature ]
(duly authorised)

 

 

 

ISSUED in London as of [        ] 20[  ]

 

 

 

AUTHENTICATED for and on behalf of
DEUTSCHE BANK AG, LONDON BRANCH
as fiscal agent without recourse, warranty

 

or liability

 

 

 

By:

[ manual signature ]
( duly authorised )

 

 

64



 

[On the reverse of the Instruments:]

 

TERMS AND CONDITIONS

 

[As contemplated in the Base Prospectus and as [completed/amended] by the relevant final terms set out in the relevant [Final Terms/Pricing Supplement/Drawdown Prospectus]]

 

[At the foot of the Terms and Conditions:]

 

FISCAL AGENT

 

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

 

PAYING AGENT Deutsche Bank

 

Luxembourg S.A.

2 Boulevard Konrad Adenauer

L-1115 Luxembourg

 

IRISH PAYING AGENT

 

Deutsche International Corporate Services (Ireland) Limited

Sixth Floor, Pinnacle 2

Eastpoint Business Park

Dublin 3

Ireland

 

65



 

PART II FORMS OF

COUPONS

 

[Attached to the Instruments (interest-bearing, fixed rate or fixed coupon and having Coupons):]

 

[on the front of each Coupon:]

 

AB SVENSK EXPORTKREDIT (publ)

 

[Amount and title of Instruments]

 

Coupon for [         ] due on [               ]

 

Such amount is payable (subject to the terms and conditions [endorsed on/attached to the [ title of Instrument ] to which this Coupon appertains [and the final terms referred to therein and set out in the [Final Terms/Pricing Supplement/Drawdown Prospectus] dated [ · ]], which shall be binding on the holder of this Coupon whether or not it is for the time being attached to such [ title of Instrument ]) against surrender of this Coupon at the Specified Office of the Fiscal Agent or any of the Paying Agents set out on the reverse hereof (or any other or further paying agents and/or specified offices from time to time designated for the purpose by notice duly given in accordance with such terms and conditions).

 

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](14)

 

[<99+9999999+AAXXXXXXXXX9+XX+999999>]

 

[Attached to the Instrument (interest-bearing, floating rate or variable coupon and having Coupons):]

 

AB SVENSK EXPORTKREDIT (publ)

 

[Amount and title of Instruments]

 

Coupon for the amount of interest due on [          ]

 

Such amount is payable (subject to the terms and conditions [endorsed on/attached] the [ title of Instrument ] to which this Coupon appertains [and the final terms referred to therein and set out in the [Final Terms/Pricing Supplement/Drawdown Prospectus] dated [ · ]], which shall be binding on the holder of this Coupon whether or not it is for the time being attached to such [ title of Instrument ]) against surrender of this Coupon at the Specified Office of the Fiscal Agent or any of the Paying Agents set out on the reverse hereof (or any other or further paying agents and/or specified offices from time to time designated for the purpose by notice duly given in accordance with such terms and conditions).

 

The Instrument to which this Coupon appertains may, in certain circumstances specified in such terms and conditions, fall due for redemption before the due date in relation to this

 


(14)  Legend to appear on every Coupon relating to an Instrument with a maturity of more than one year.

 

66



 

Coupon.  In such event, this Coupon will become void and no payment will be made in respect hereof.

 

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](15)

 

[<99+9999999+AAXXXXXXXXX9+XX+999999>]

 

[On the reverse of each Coupon:]

 

FISCAL AGENT:  Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB.

 

PAYING AGENT:  Deutsche Bank Luxembourg S.A., 2 Boulevard Konrad Adenauer, L-1115 Luxembourg.

 

IRISH PAYING AGENT:  Deutsche International Corporate Services (Ireland) Limited, Sixth Floor, Pinnacle 2, Eastpoint Business Park, Dublin 3, Ireland.

 


(15)  Legend to appear on every Coupon relating to an Instrument with a maturity of more than one year.

 

67



 

PART III FORM 

OF TALON

 

AB SVENSK EXPORTKREDIT (publ)

 

[ Amount and title of Instruments ]

 

Series No:              [               ]

 

Serial Number of Instruments:  [                         ]

 

Tranche No:  [          ]

 

Talon for further Coupons

 

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](16)

 

After all the Coupons appertaining to the Instrument to which this Talon appertains have matured, further Coupons [(including, where appropriate, a Talon for further Coupons)] will be issued at the Specified Office of the Fiscal Agent or any of the Paying Agents set out in the reverse hereof (or any other or further paying agents and/or specified offices from time to time designated by notice duly given in accordance with the Terms and Conditions applicable to the Instrument to which this Talon appertains (which shall be binding on the Holder of this Talon whether or not it is for the time being attached to such Instrument)) upon production and surrender of this Talon upon and subject to such Terms and Conditions.

 

Under the said Terms and Conditions, such Instrument may, in certain circumstances, fall due for redemption before the original due date for exchange of this Talon and in any such event this Talon shall become void and no exchange shall be made in respect hereof.

 


(16)  Legend to appear on every Talon relating to an Instrument with a maturity of more than one year.

 

68



 

[On the reverse of each Talon:]

 

FISCAL
AGENT:

Deutsche Bank AG , London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB

 

 

PAYING
AGENT:

Deutsche Bank Luxembourg S.A.
2 Boulevard Konrad Adenauer
L-1115 Luxembourg

 

 

IRISH
PAYING AGENT:

Deutsche International Corporate Services (Ireland) Limited
Sixth Floor, Pinnacle 2
Eastpoint Business Park
Dublin 3
Ireland

 

69



 

SCHEDULE 4

FORM OF GLOBAL INTERNATIONAL INSTRUMENT CERTIFICATE

 

Series Number: [ · ]

 

ISIN: [ · ]

Tranche Number: [ · ]

 

Common Code: [ · ]

 

THE INSTRUMENTS REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) OR ANY SECURITIES LAW OF ANY STATE OF THE UNITED STATES.  THE HOLDER HEREOF, BY PURCHASING THE INSTRUMENTS REPRESENTED HEREBY, AGREES FOR THE BENEFIT OF SEK THAT THE INSTRUMENTS REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO THE ACCOUNT OR BENEFIT OF ANY U.S. PERSON.

 

AB SVENSK EXPORTKREDIT (publ)

 

(Swedish Export Credit Corporation)

( Incorporated in the Kingdom of Sweden with limited liability )

 

Unlimited Programme for the Continuous Issuance of Debt Instruments

 

[ Currency ][ Amount ]

[ Title of Instruments ]

(the “ Instruments ”)

 

GLOBAL INTERNATIONAL INSTRUMENT CERTIFICATE

 

1.                                       Introduction

 

1.1                                The Instruments

 

This Global International Instrument Certificate is issued in respect of the instruments (the “ Instruments ”) of AB Svensk Exportkredit (publ) (the “ SEK ”) described in the [final terms (the “ Final Terms ”)/pricing supplement (the “ Pricing Supplement ”)/drawdown prospectus (“ Drawdown Prospectus ”)] a copy of which is annexed hereto. The Instruments are constituted by a deed of covenant dated 4 April 2014 (as amended or supplemented from time to time, the “ Deed of Covenant ”) and are the subject of a fiscal agency agreement dated 27 March 2015 (as amended or supplemented from time to time, the “ Fiscal Agency Agreement ”) and made between SEK, Deutsche Bank Luxembourg S.A. as international registrar (the “ International Registrar ”, which expression includes any successor International Registrar appointed from time to time in connection with the Instruments), Deutsche Bank Trust Company Americas as DTC Registrar, Deutsche Bank AG, London Branch as fiscal agent and the other paying agents named therein. If a Pricing Supplement or a Drawdown Prospectus is annexed hereto, each reference in this Global International Instrument Certificate to “ Final Terms ” shall be read and construed as a reference to the final terms of the Instruments set out in such Pricing Supplement or Drawdown Prospectus, unless the context requires otherwise.

 

70



 

1.2                                Construction

 

All references in this Global International Instrument Certificate to an agreement, instrument or other document (including the Fiscal Agency Agreement and the Deed of Covenant) shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, replaced or novated from time to time provided that , in the case of any amendment, supplement, replacement or novation made after the date hereof, it is made in accordance with the Conditions. Headings and sub-headings are for ease of reference only and shall not affect the construction of this Global International Instrument Certificate.

 

1.3                         References to Conditions

 

Any reference herein to the “ Conditions ” is to the terms and conditions of the Instruments attached hereto, as completed, supplemented, amended and/or replaced by the Final Terms, and any reference to a numbered “ Condition ” is to the correspondingly numbered provision thereof. Words and expressions defined in the Conditions shall have the same meanings when used in this Global International Instrument Certificate.

 

2.                                       Registered Holder

 

This is to certify that:

 

BT Globenet Nomimees Ltd

 

is the person registered in the register maintained by the International Registrar in relation to the Instruments (the “ Register ”) as the duly registered holder (the “ Holder ”) of an aggregate principal amount of Instruments equal to the Aggregate Nominal Amount specified in the Final Terms or (if the Aggregate Nominal Amount in respect of the Series specified in the Final Terms is different from the Aggregate Nominal Amount in respect of the Tranche specified in the Final Terms) the Aggregate Nominal Amount in respect of the Tranche specified in the Final Terms.

 

3.                                       Promise to Pay

 

SEK, for value received, hereby promises to repay the Instruments in accordance with the Conditions to the Holder on such date or dates as the same may become payable in accordance with the Conditions, and to pay interest on such principal sum in arrear on the dates and at the rate specified in the Conditions, together with any additional amounts payable in accordance with the Conditions, all subject to and in accordance with the Conditions. The principal amount of this Global International Instrument Certificate is such principal sum as is noted in the records of the International Registrar.

 

71



 

4.                                       Exchange for Individual International Instrument Certificates

 

This Global International Instrument Certificate will be exchanged in whole (but not in part) for duly authenticated and completed Individual International Instrument Certificates (“ Individual International Instrument Certificates ”) in substantially the form (subject to completion) set out in Schedule 5 ( Form of Individual International Instrument Certificate ) to the Fiscal Agency Agreement:

 

4.1                                on the expiry of such period of notice as may be specified in the Final Terms; or

 

4.2                                at any time, if so specified in the Final Terms; or

 

4.3                                if the relevant Final Terms specifies “in the limited circumstances described in the Global International Instrument Certificate”, then

 

(a)                                         Closure of clearing systems :  Euroclear Bank SA/NV (“ Euroclear ”) or Clearstream Banking, société anonyme (“ Clearstream, Luxembourg ”) or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or

 

(b)                                  Event of Default :  any of the circumstances described in Condition 12 ( Events of Default ) occurs.

 

Such exchange shall be effected in accordance with paragraph 6  ( Delivery of Individual International Instrument Certificates ) below.  SEK shall notify the Holder of the occurrence of any of the events specified in paragraphs 4.1, 4.2 and 4.3 above as soon as practicable thereafter.

 

5.                                       Failure to Deliver Individual International Instrument Certificates or to pay

 

If

 

5.1                                Failure to deliver Individual International Instrument Certificates :   Individual International Instrument Certificates have not been issued and delivered by 6.00 p.m. (London time) on the thirtieth day after the date on which the same are due to be issued and delivered in accordance with paragraph 6 ( Delivery of Individual International Instrument Certificates ) below; or

 

5.2                                Payment default :  any of the Instruments evidenced by this Global International Instrument Certificate has become due and payable in accordance with the Conditions or the date for final redemption of this Global International Instrument Certificate has occurred and, in either case, payment in full of the amount of principal falling due with all accrued interest thereon has not been made to the Holder on the due date for payment in accordance with the terms of this Global International Instrument Certificate,

 

then this Global International Instrument Certificate (including the obligation to deliver Individual International Instrument Certificate) will become void at 6.00 pm (London time) on such thirtieth day (in the case of paragraph 5.1 above) or at 6.00 pm (London time) on such due date (in the case of paragraph 5.2 above) and the Holder

 

72



 

will have no further rights hereunder, but without prejudice to the rights which the Holder or others may have under the Deed of Covenant.

 

6.                                       Delivery of Individual International Certificates

 

Whenever this Global International Instrument Certificate is to be exchanged for Individual International Instrument Certificates, SEK shall procure that Individual International Instrument Certificates will be issued in an aggregate principal amount equal to the principal amount of this Global International Instrument Certificate within five business days of the delivery, by or on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the International Registrar of such information as is required to complete and deliver such Individual International Instrument Certificates (including, without limitation, the names and addresses of the persons in whose names the Individual International Instrument Certificates are to be registered and the principal amount of each such person’s holding) against the surrender of this Global International Instrument Certificate at the Specified Office (as defined in the Fiscal Agency Agreement) of the International Registrar. Such exchange will be effected in accordance with the provisions of the Fiscal Agency Agreement and the regulations concerning the transfer and registration of Instruments scheduled thereto and, in particular, shall be effected without charge to any Holder, but against such indemnity as the International Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange. In this paragraph, “ business day ” means a day on which commercial banks are open for business (including dealings in foreign currencies) in the city in which the International Registrar has its Specified Office.

 

7.                                       Conditions Apply

 

Save as otherwise provided herein, the Holder of this Global International Instrument Certificate shall have the benefit of, and be subject to, the Conditions and, for the purposes of this Global International Instrument Certificate, any reference in the Conditions to “ Instrument Certificate ” or “ Instrument Certificates ” shall, except where the context otherwise requires, be construed so as to include this Global International Instrument Certificate.

 

8.                                       Payments and Payment Record Date

 

8.1.1      In relation to payments made in respect of this Global International Instrument Certificate, so long as this Global International Instrument Certificate is held on behalf of Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system, the definition of “Business Day” in Condition 1.1 ( Interpretation — Definitions ) shall be amended so as to disapply paragraphs (A)(i)(b) and (A)(ii)(b) of that definition.

 

8.1.2      Each payment made in respect of this Global International Instrument Certificate will be made to the persons shown as the Holder in the Register at the close of business (in the relevant clearing system) on the Clearing System Business Day before the due date for such payment (the “ Record Date ”) where “ Clearing System Business Day ” means a day on which each clearing system for which this Global International Instrument Certificate is being held is open for business. Each payment so made will discharge SEK’s obligations

 

73



 

in respect of Instruments represented by this Global International Instrument Certificate.

 

9.                                       Exercise of Put Option

 

In order to exercise the option contained in Condition 11.5 ( Redemption at the option of Holders ) (the “ Put Option ”), the Holder must, within the period specified in the Conditions for the deposit of the relevant Instrument Certificate and put notice, give written notice of such exercise to the International Registrar specifying the principal amount of Instruments in respect of which the Put Option is being exercised. Any such notice shall be irrevocable and may not be withdrawn.

 

10.                                Exercise of Call Option

 

In connection with an exercise of the option contained in Condition 11.3 ( Redemption at the option of SEK ) in relation to some only of the Instruments, the Instruments represented by this Global International Instrument Certificate may be redeemed in part in the principal amount specified by SEK in accordance with the Conditions and the Instruments to be redeemed will not be selected as provided in the Conditions but in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxmebourg as either a pool factor or a reduction in principal amount at their discretion).

 

11.                                Notices

 

Notwithstanding Condition 20 ( Notices ), so long as this Global International Instrument Certificate is held on behalf of Euroclear and/or Clearstream, Luxembourg or any other clearing system (an “ Alternative Clearing System ”), notices to Holders of Instruments represented by this Global International Instrument Certificate may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg or (as the case may be) such Alternative Clearing System and, in any case, such notices shall be deemed to have been given to the Holders in accordance with Condition 20 ( Notices ) on the date of delivery to Euroclear and/or Clearstream, Luxembourg and/or such Alternative Clearing System[; provided, however , for so long as such Instruments are admitted to trading on the regulated market of the Luxembourg Stock Exchange and its rules so require, notices will also be published on the website of the Luxembourg Stock Exchange ( www.bourse.lu )] (17).

 

12.                                Legends

 

The statements set out in the legends above are an integral part of this Global Instrument International Certificate and, by acceptance hereof, each Holder of this Global International Instrument Certificate agrees to be subject to and bound by such legends.

 


(17)                Include where the Instruments are admitted to trading on the regulated market of the Luxembourg Stock Exchange.

 

74



 

13.                                Determination of Entitlement

 

This Global International Instrument Certificate is evidence of entitlement only and is not a document of title.  Entitlements are determined by the Register and only the Holder is entitled to payment in respect of this Global International Instrument Certificate.

 

14.                                Authentication

 

This Global International Instrument Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of Deutsche Bank Luxembourg S.A. as International Registrar.

 

15.                                Governing Law

 

This Global International Instrument Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

 

AS WITNESS the manual or facsimile signature of a duly authorised person for and on behalf of SEK.

 

AB SVENSK EXPORTKREDIT (publ)

 

 

 

By:

 

 

 

[manual or facsimile signature]

 

 

( duly authorised )

 

 

 

 

ISSUED on

 

 

 

 

AUTHENTICATED for and on behalf of

DEUTSCHE BANK LUXEMBOURG S.A.

as International Registrar without recourse, warranty

or liability

 

 

By:

 

 

 

[manual signature]

 

 

( duly authorised )

 

 

75



 

FORM OF TRANSFER

 

FOR VALUE RECEIVED                                                                , being the registered holder of this Global International Instrument Certificate, hereby transfers to                                                                            of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        in principal amount of [ Currency ] [ Amount ] [ Title ] (the “ Instruments ”) of AB Svensk Exportkredit (publ) (“ SEK ”) and irrevocably requests and authorises Deutsche Bank Luxembourg S.A., in its capacity as International Registrar in relation to the Instruments (or any successor to Deutsche Bank Luxembourg S.A., in its capacity as such) to effect the relevant transfer by means of appropriate entries in the register kept by it.

 

 

Dated:

 

 

 

 

By:

 

 

 

( duly authorised )

 

 

Notes

 

The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Global International Instrument Certificate.

 

(a)                                  A representative of such registered holder should state the capacity in which he signs, e.g. executor.

 

(b)                                  The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the International Registrar may require.

 

(c)                                   Any transfer of Instruments shall be in an amount equal to the minimum denomination as may be specified in the relevant [Final Terms/Pricing Supplement/Drawdown Prospectus] or an integral multiple thereof.

 

76



 

[ Attach Final Terms/Pricing Supplement/Drawdown Prospectus ]

 

77



 

[ Insert Terms and Conditions as set out in the Base Prospectus ]

 

78



 

SCHEDULE 5

 

FORM OF INDIVIDUAL INTERNATIONAL INSTRUMENT CERTIFICATE

 

Series Number: [ · ]

 

ISIN: [ · ]

Tranche Number: [ · ]

 

Common Code: [ · ]

 

AB SVENSK EXPORTKREDIT (publ)

 

(Swedish Export Credit Corporation)

( Incorporated in the Kingdom of Sweden with limited liability )

 

Unlimited Programme for the Continuous Issuance of Debt Instruments

 

[ Currency ] [ Amount ]

 [ Title of Instruments ]

 (the “ Instruments ”)

 

This Individual International Instrument Certificate is issued in respect of a series of instruments (the “ Instruments ”) of AB Svensk Exportkredit (publ) (the “ Issuer ”) described in the [final terms (the “ Final Terms ”)/pricing supplement (the “ Pricing Supplement ”)/drawdown prospectus (the “ Drawdown Prospectus ”)] a copy of the relevant particulars of which is attached to this Instrument.  The Instruments are constituted by a deed of covenant dated 4 April 2014 (as amended or supplemented from time to time, the “ Deed of Covenant ”) and are the subject of a fiscal agency agreement dated 27 March 2015 (as amended or supplemented from time to time, the “ Fiscal Agency Agreement ”) and made between SEK, Deutsche Bank Luxembourg S.A. as international registrar (the “ International Registrar ”, which expression includes any successor International Registrar appointed from time to time in connection with the Instruments), Deutsche Bank Trust Company Americas as DTC Registrar, Deutsche Bank AG, London Branch as fiscal agent and the other paying agents named therein.  If a Pricing Supplement or a Drawdown Prospectus is annexed hereto, each reference in this Global International Instrument Certificate to “ Final Terms ” shall be read and construed as a reference to the final terms of the Instruments set out in such Pricing Supplement or Drawdown Prospectus, unless the context requires otherwise.

 

Any reference herein to the “ Conditions ” is to the Terms and Conditions of the Instruments endorsed on this Instrument, as completed, supplemented, amended and/or replaced by the Final  Terms,  and  any  reference  to  a  numbered  “ Condition ” is  to  the  correspondingly numbered provision thereof.  Words and expressions defined in the Conditions shall have the same meanings when used in this Individual International Instrument Certificate.

 

This is to certify that:

 

                                                                    

 

of                                                                 

 

                                                                     

 

79



 

is the person registered in the register maintained by the International Registrar in relation to the Instruments (the “ Register ”) as the duly registered holder or, if more than one person is so registered, the first-named of such persons (the “ Holder ”) of:

 

[ Currency ]                                                                           

(                                                  [ Currency in word ])

 

in aggregate principal amount of the Instruments.

 

SEK, for value received, hereby promises to repay the Instruments in accordance with the Conditions to the Holders on such date or dates as the same may become payable in accordance with the Conditions, and to pay interest and such principal sum in arrear on the dates  and  at  the  rate  specified in  the Conditions,  together with  any additional  amounts payable in accordance with the Conditions, all subject to and in accordance with the Conditions.

 

This Individual International Instrument Certificate is evidence of entitlement only and is not a document of title.  Entitlements are determined by the Register and only the Holder is entitled to payment in respect of this Individual International Instrument Certificate.

 

This Individual International Instrument Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of Deutsche Bank Luxembourg S.A. as International Registrar.

 

This Individual International Instrument Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

 

AS WITNESS the manual or facsimile signature of a duly authorised person for and on behalf of SEK.

 

AB SVENSK EXPORTKREDIT (publ)

 

 

By:

 

 

 

[ manual or facsimile signature ]

 

 

(duly authorised)

 

 

 

ISSUED as of

 

 

 

AUTHENTICATED for and on behalf of

DEUTSCHE BANK LUXEMBOURG S.A.

as International Registrar without recourse, warranty

or liability

 

 

By:

 

 

 

[ manual signature ]

 

 

(duly authorised)

 

 

80



 

FORM OF TRANSFER

 

FOR VALUE RECEIVED                                         , being the registered holder of this Individual International Instrument Certificate, hereby transfers to                  of               in principal amount  of  [ Currency ]  [ Amount ] [ Title ]  (the  “ Instruments ”)  of AB Svensk  Exportkredit (publ) (“ SEK ”) and irrevocably requests and authorises Deutsche Bank Luxembourg S.A., in its capacity as International Registrar in relation to the Instruments (or any successor to Deutsche Bank Luxembourg S.A., in its capacity as such) to effect the relevant transfer by means of appropriate entries in the register kept by it.

 

 

Dated:

 

 

 

 

 

 

 

 

By:

 

 

 

( duly authorised )

 

 

Notes

 

The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Individual International Instrument Certificate.

 

(a)                                  A representative of such registered holder should state the capacity in which he signs, e.g. executor.

 

(b)                                  The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the International Registrar may require.

 

(c)                                   Any  transfer  of  Instruments  shall  be  in  an  amount  equal  to  the  minimum denomination as may be specified in the relevant [Final Terms/Pricing Supplement/Drawdown Prospectus] or an integral multiple thereof.

 

81



 

[Attached to each Instrument Certificate:]

 

[Final Terms/Pricing Supplement/Drawdown Prospectus]

 

[Terms and Conditions as set out in the Base Prospectus]

 

[At the foot of the Terms and Conditions:]

 

FISCAL AGENT

 

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

 

INTERNATIONAL REGISTRAR and PAYING AGENT

 

Deutsche Bank Luxembourg S.A.

2 Boulevard Konrad Adenauer

L-1115 Luxembourg

 

IRISH PAYING AGENT

 

Deutsche International Corporate Services (Ireland) Limited

Sixth Floor, Pinnacle 2

Eastpoint Business Park

Dublin 3

Ireland

 

82



 

SCHEDULE 6

FORM OF UNRESTRICTED GLOBAL INSTRUMENT CERTIFICATE

 

Series Number: [ · ]

 

ISIN: [ · ]

Tranche Number: [ · ]

 

Common Code: [ · ]

 

 

CUSIP Number: [ · ]

 

THE INSTRUMENTS REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) OR ANY SECURITIES LAW OF ANY STATE OF THE UNITED STATES.   THE HOLDER HEREOF, BY PURCHASING THE INSTRUMENTS REPRESENTED HEREBY, AGREES FOR THE BENEFIT OF SEK THAT  THE  INSTRUMENTS  REPRESENTED  HEREBY  MAY  NOT  BE  OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO THE ACCOUNT OR BENEFIT OF ANY U.S. PERSON.

 

IF THIS INSTRUMENT CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER PERSON AS MAY BE NOMINATED BY THE DEPOSITORY TRUST COMPANY (“ DTC ”) FOR THE PURPOSE) (COLLECTIVELY, “ CEDE & CO. ”) AS NOMINEE FOR DTC, THEN, UNLESS THIS INSTRUMENT CERTIFICATE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF DTC TO SEK OR ITS AGENT  FOR  REGISTRATION  OR  TRANSFER,  EXCHANGE  OR  PAYMENT  AND ANY INSTRUMENT CERTIFICATE ISSUED UPON REGISTRATION OF TRANSFER OR EXCHANGE OF THIS INSTRUMENT CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC) AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. (OR, AS THE CASE MAY BE, SUCH OTHER PERSON), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO. (OR, AS THE CASE MAY BE, SUCH OTHER PERSON), HAS AN INTEREST HEREIN.

 

UNLESS OTHERWISE STATED IN THE RELEVANT FINAL TERMS, PRICING SUPPLEMENT OR DRAWDOWN PROSPECTUS, BY ITS ACQUISITION AND HOLDING OF THE INSTRUMENTS, EACH HOLDER OF THE INSTRUMENTS WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT (I) IT IS NOT AND IS NOT  DEEMED  FOR  PURPOSES  OF  THE  UNITED  STATES  EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ ERISA ”) OR SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ CODE ”) TO BE (A) AN “ EMPLOYEE BENEFIT PLAN ” AS DEFINED IN ERISA AND SUBJECT TO PART 4 OF SUBTITLE B OF TITLE I OF ERISA, (B) A “ PLAN ” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE CODE, OR (C) ANY ENTITY WHOSE UNDERLYING ASSETS CONSTITUTE, OR ARE DEEMED FOR PURPOSES OF ERISA OR THE CODE TO CONSTITUTE, “ PLAN ASSETS ” BY REASON OF SUCH PLAN INVESTMENT IN THE ENTITY (ANY OF THE FOREGOING, A “ BENEFIT PLAN INVESTOR ”), AND (II) IF AT ANY TIME THE  PURCHASER  OR  TRANSFEREE  WILL  BE  AN  EMPLOYEE  BENEFIT  PLAN THAT IS NOT A BENEFIT PLAN INVESTOR AND THAT IS SUBJECT TO ANY UNITED STATES FEDERAL, STATE, LOCAL, OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE

 

83



 

CODE (“ SIMILAR LAW ”), THE PURCHASE AND HOLDING OF THE INSTRUMENTS DO NOT AND WILL NOT VIOLATE ANY SIMILAR LAW.   ANY PURPORTED TRANSFER OF THIS INSTRUMENT THAT DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.

 

AB SVENSK EXPORTKREDIT (publ)

 

(Swedish Export Credit Corporation)

( Incorporated in the Kingdom of Sweden with limited liability )

 

Unlimited Programme for the Continuous Issuance of Debt Instruments

 

[ Currency ] [ Amount ]

[ Title of Instruments ]

(the “ Instruments ”)

 

UNRESTRICTED GLOBAL INSTRUMENT CERTIFICATE

 

1.                                       Introduction

 

This Unrestricted Global Instrument Certificate is issued in respect of the instruments (the “ Instruments ”) of AB Svensk Exportkredit (publ) (“ SEK ”) described in [the final terms (the “ Final Terms ”)/pricing supplement (the “ Pricing Supplement ”)/drawdown prospectus (“ Drawdown Prospectus ”)] a copy of which is annexed hereto.  The Instruments are constituted by a deed of covenant dated 4 April 2014 (as amended or supplemented from time to time, the “ Deed of Covenant ”) and are the subject of a fiscal agency agreement dated 27 March 2015 (as amended or supplemented from time to time, the “ Fiscal Agency Agreement ”) and made between SEK, Deutsche Bank Trust Company Americas as DTC Registrar (the “ DTC Registrar ”, which expression includes any successor DTC Registrar appointed from time to time in connection with the Instruments), Deutsche Bank Luxembourg S.A. as transfer agent, Deutsche Bank AG, London Branch as fiscal agent and the other paying agents named therein.  If a Pricing Supplement or a Drawdown Prospectus is annexed hereto, each reference in this Unrestricted Global Instrument Certificate to “ Final Terms ” shall be read and construed as a reference to the final terms of the Instruments set out in such Pricing Supplement or Drawdown Prospectus, unless the context requires otherwise.

 

2.                                       References to Conditions

 

Any reference herein to the “ Conditions ” is to the terms and conditions of the Instruments attached hereto, as completed or supplemented, amended and/or replaced by the Final Terms and any reference to a numbered “ Condition ” is to the correspondingly numbered provision thereof.  Words and expressions defined in the Conditions shall have the same meanings when used in this Unrestricted Global Instrument Certificate.

 

84



 

3.                                       Registered holder

 

This is to certify that:

 

CEDE & CO.

 

is the person registered in the register maintained by the DTC Registrar in relation to the Instruments (the “ Register ”) as the duly registered holder (the “ Holder ”) of an aggregate principal amount of Instruments equal to the Aggregate Nominal Amount specified in the Final Terms or (if the Aggregate Nominal Amount in respect of the Series specified in the Final Terms is different from the Aggregate Nominal Amount in  respect  of  the  Tranche  specified  in  the  Final  Terms)  the  Aggregate  Nominal Amount in respect of the Tranche specified in the Final Terms.

 

4.                                       Promise to pay

 

SEK, for value received, hereby promises to repay the Instruments in accordance with the Conditions to the Holder on such date or dates as the same may become payable in accordance with the Conditions, and to pay interest on such principal sum in arrear on the dates and at the rate specified in the Conditions, together with any additional amounts payable in accordance with the Conditions, all subject to and in accordance with the Conditions.  The principal amount of this Unrestricted Global Instrument Certificate is such principal sum as is noted in the records of the custodian for The Depository Trust Company (the “ DTC Custodian ” and “ DTC ”, respectively).

 

5.                                       Transfers in whole

 

Transfers  of  this  Unrestricted  Global  Instrument  Certificate  shall  be  limited  to transfers in whole, but not in part, to nominees of DTC or to a successor of DTC or to such successor’s nominee.

 

6.                                       Exchange for Unrestricted Individual Instrument Certificates

 

This Unrestricted Global Instrument Certificate will be exchanged in whole (but not in part) for duly authenticated and completed individual instrument certificates (“ Unrestricted Individual Instrument Certificates ”) in substantially the form (subject to completion) set out in Schedule 8 ( Form of Unrestricted Individual Instrument Certificate ) to the Fiscal Agency Agreement:

 

(a)                                  on the expiry of such period of notice as may be specified in the Final Terms; or

 

(b)                                  at any time, if so specified in the Final Terms; or

 

(c)                                   if the relevant Final Terms specifies “in the limited circumstances described in the Global Instrument Certificate”, then:

 

(i)                                      in the case of any Global Instrument Certificate held by or on behalf of DTC, if DTC notifies SEK that it is no longer willing or able to discharge properly its responsibilities as depositary with respect to this Unrestricted Global Instrument Certificate or DTC ceases to be a clearing agency (as defined in the United States Securities Exchange

 

85



 

                                                Act of 1934), or if at any time DTC is no longer eligible to act as such, and SEK is (in the case of DTC ceasing to be a depositary) unable to locate a qualified successor within 90 days of receiving notice or becoming aware of such ineligibility on the part of DTC; or

 

(ii)                                   in  the  case  of  any  Unrestricted  Global  Instrument  Certificate,  if Euroclear Bank SA/NV (“ Euroclear ”), Clearstream Banking, société anonyme   (“ Clearstream,   Luxembourg ”)   or   any   other   relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or

 

(iii)                                in any case, if any of the circumstances described in Condition 12 ( Events of Default ) occurs.

 

Such exchange shall be effected in accordance with paragraph 8 ( Delivery of Unrestricted Individual Instrument Certificates ) below.  SEK shall notify the Holder of the occurrence of any of the events specified in paragraphs (a), (b) and (c) above as soon as practicable thereafter.

 

7.                                       Failure to deliver Unrestricted Individual Instrument Certificates or to pay

 

If:

 

(a)                                  Unrestricted  Individual  Instrument  Certificates  have  not  been  issued  and delivered by 6.00 p.m. (London time) on the thirtieth day after the date on which  the  same  are  due  to  be  issued  and  delivered  in  accordance  with paragraph 8 ( Delivery of Unrestricted Individual Instrument Certificates ) below; or

 

(b)                                  any  of  the  Instruments  evidenced  by  this  Unrestricted  Global  Instrument Certificate has become due and payable in accordance with the Conditions or the date for final redemption of this Unrestricted Global Instrument Certificate has occurred and, in either case, payment in full of the amount of principal falling due with all accrued interest thereon has not been made to the Holder on the due date for payment in accordance with the terms of this Unrestricted Global Instrument Certificate,

 

then  this  Unrestricted  Global  Instrument  Certificate  (including  the  obligation  to deliver Unrestricted Individual Instrument Certificates) will become void at 6.00 pm (London time) on such thirtieth day (in the case of paragraph (a) above) or at 6.00 pm (London time) on such due date (in the case of paragraph (b) above) and the Holder will have no further rights hereunder, but without prejudice to the rights which the Holder or others may have under the Deed of Covenant.

 

8.                                       Delivery of Unrestricted Individual Instrument Certificates

 

Whenever this Unrestricted Global Instrument Certificate is to be exchanged for Unrestricted Individual Instrument Certificates, SEK shall procure that Unrestricted Individual Instrument Certificates will be issued in an aggregate principal amount equal to the principal amount of this Unrestricted Global Instrument Certificate within

 

86



 

five business days of the delivery, by or on behalf of the Holder, DTC, Euroclear and/or Clearstream, Luxembourg, to the DTC Registrar of such information as is required to complete and deliver such Unrestricted Individual Instrument Certificates (including, without limitation, the names and addresses of the persons in whose names the Unrestricted Individual Instrument Certificates are to be registered and the principal amount of each such person’s holding) against the surrender of this Unrestricted Global Instrument Certificate at the Specified Office (as defined in the Fiscal Agency Agreement) of the DTC Registrar.  Such exchange will be effected in accordance with the provisions of the Fiscal Agency Agreement and the regulations concerning the transfer and registration of Instruments scheduled thereto and, in particular, shall be effected without charge to any Holder, but against such indemnity as the DTC Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange.   In this paragraph, “ business day ” means a day on which commercial banks are open for business (including dealings in foreign currencies) in the city in which the DTC Registrar has its Specified Office.

 

9.                                       Transfer  and  exchange  for  an  interest  in  the  Restricted  Global  Instrument Certificate

 

If a holder of a beneficial interest in the Instruments represented by this Unrestricted Global Instrument Certificate wishes at any time to transfer such beneficial interest to a person who wishes to take delivery thereof in the form of a beneficial interest in the restricted   global   instrument   certificate   issued   in   relation   to   the   Instruments (the “ Restricted Global Instrument Certificate ”), such holder may transfer such beneficial interest in accordance with the rules and operating procedures of DTC, Euroclear and Clearstream,  Luxembourg and the terms of this paragraph.   Upon receipt by the DTC Registrar of:

 

(a)                                  notification   by   DTC,   Euroclear   and/or   Clearstream,   Luxembourg   (as applicable), or their respective custodians or depositaries, that the appropriate debit and credit entries have been made in the accounts of the relevant participants of DTC, Euroclear and/or Clearstream, Luxembourg (as the case may be); and

 

(b)                                  a certificate in the form of Schedule 14 ( Form of Transfer Certificate ) to the Fiscal Agency Agreement given by the holder of such beneficial interest requesting such transfer or exchange and, in the case of transfer or exchange on or prior to the fortieth day after the date of issue of this Unrestricted Global Instrument Certificate, stating that the transfer or exchange of such interest has been made in compliance with the transfer restrictions applicable to the Instruments and that the person transferring such interest in this Unrestricted Global Instrument Certificate reasonably believes that the person acquiring such interest in the Restricted Global Instrument Certificate is a qualified institutional buyer (as defined in Rule 144A under the United States Securities Act of 1933) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A,

 

SEK  shall  procure  that  (i)  the  DTC  Registrar  decreases  the  aggregate  principal amount of this Unrestricted Global Instrument Certificate by the principal amount of Instruments the subject of such transfer and increases the aggregate principal amount

 

87



 

of the Restricted Global Instrument Certificate by such principal amount and (ii) appropriate entries are made in the records of the DTC Custodian so as to reflect such decrease and increase.

 

10.                                Conditions apply

 

Save as otherwise provided herein, the Holder of this Unrestricted Global Instrument Certificate shall have the benefit of, and be subject to, the Conditions and, for the purposes of this Unrestricted Global Instrument Certificate, any reference in the Conditions to “ Instrument Certificate ” or “ Instrument Certificates ” shall, except where the context otherwise requires, be construed so as to include this Unrestricted Global Instrument Certificate.

 

11.                                Payments and Payment Record Date

 

(a)                                  In relation to payments made in respect of this Unrestricted Global Instrument Certificate, so long as this Unrestricted Global Instrument Certificate is held on behalf of DTC and/or any other relevant clearing system, the definition of “Business Day” in Condition 1.1 ( Interpretation — Definitions ) shall be amended  so  as  to  disapply  paragraphs  (A)(i)(b)  and  (A)(ii)(b)  of  that definition.

 

(b)                                  Each  payment  made  in  respect  of  this  Unrestricted  Global  Instrument Certificate will be made to the persons shown as the Holder in the Register at the close of business (in the relevant clearing system) on the Clearing System Business Day before the due date for such payment (the “ Record  Date ”) where “ Clearing System Business Day ” means a day on which each clearing system for which this Unrestricted Global Instrument Certificate is being held is open for business.  Each payment so made will discharge SEK’s obligations in respect of Instruments represented by this Unrestricted Global Instrument Certificate.

 

12.                                Exercise of Put Option

 

In order to exercise the option contained in Condition 11.5 ( Redemption at the option of Holders ) the holder of this Unrestricted Global Instrument Certificate must, within the period specified in the Conditions for the deposit of the relevant Instrument Certificate and put notice, give written notice of such exercise to the DTC Registrar specifying the principal amount of Instruments in respect of which such option is being exercised.  Any such notice will be irrevocable and may not be withdrawn.

 

13.                                Exercise of Call Option

 

In connection with an exercise of the option contained in Condition 11.3 ( Redemption at the option of SEK ) in relation to some only of the Instruments, this Unrestricted Global Instrument Certificate may be redeemed in part in the principal amount specified by SEK in accordance with the Conditions and the Instruments to be redeemed will not be selected as provided in the Conditions but in accordance with the rules and procedures of DTC (to be reflected in the records of DTC as either a pool factor or a reduction in principal amount, at its discretion).

 

88



 

14.                                Notices

 

Notwithstanding   Condition 20   ( Notices ),   so   long   as   this   Unrestricted   Global Instrument  Certificate  is  held  on  behalf  of  DTC  or  any  other  clearing  system (an “ Alternative Clearing System ”), notices to Holders of Instruments represented by this Unrestricted Global Instrument Certificate may be given by delivery of the relevant notice to DTC or (as the case may be) such Alternative Clearing System and such notices shall be deemed to have been given to the Holders in accordance with Condition 20 ( Notices ) on the date of delivery to DTC or (as the case may be) such Alternative Clearing System.

 

15.                                Legends

 

The statements set out in the legends above are an integral part of this Unrestricted Global Instrument Certificate and, by acceptance hereof, each Holder of this Unrestricted Global Instrument Certificate agrees to be subject to and bound by such legends.

 

16.                                Determination of entitlement

 

This Unrestricted Global Instrument Certificate is evidence of entitlement only and is not a document of title.  Entitlements are determined by the Register and only the Holder is entitled to payment in respect of this Unrestricted Global Instrument Certificate.

 

17.                                Authentication

 

This Unrestricted Global Instrument Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of Deutsche Bank Trust Company Americas as DTC Registrar.

 

18.                                Governing law

 

This Unrestricted Global Instrument Certificate and all non-contractual obligations arising out of or in connection with it are governed by English law.

 

89



 

AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of SEK.

 

AB SVENSK EXPORTKREDIT (publ)

 

By:

 

 

 

[ manual or facsimile signature ]

 

 

(duly authorised)

 

 

ISSUED as of [•] 20[ · ]

 

AUTHENTICATED for and on behalf of

DEUTSCHE BANK TRUST COMPANY AMERICAS

as DTC Registrar without recourse, warranty

or liability

 

By:

 

 

 

[ manual signature ]

 

 

(duly authorised)

 

 

90



 

THE SCHEDULE

 

The initial principal amount of this Global Instrument Certificate is [ Currency ] [ · ].  The following decreases/increases in the principal amount of this Global Instrument Certificate have been made:

 

Date of Decrease/increase

 

Decrease in principal
Amount

 

Increase in principal
amount

 

Total principal amount
following such
decrease/increase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

91



 

FORM OF TRANSFER

 

FOR VALUE RECEIVED [ · ], being the registered holder of this Unrestricted Global Instrument Certificate, hereby transfers to  [•] of [•], [ Currency ] [ · ] in principal amount of the [ Currency ] [ Amount ] [ Title ] (the “ Instruments ”) of AB Svensk Exportkredit (publ) (“ SEK ”) and irrevocably requests and authorises Deutsche Bank Trust Company Americas in its capacity as DTC Registrar in relation to the Instruments (or any successor to Deutsche Bank Trust Company Americas in its capacity as such) to effect the relevant transfer by means of appropriate entries in the register kept by it.

 

Dated:

 

 

 

 

 

By:

 

 

 

( duly authorised )

 

 

Instruments

 

The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Unrestricted Global Instrument Certificate.

 

A representative of such registered holder should state the capacity in which he signs, e.g. executor.

 

(a)                                  The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the DTC Registrar may require.

 

(b)                                  Any  transfer  of  Instruments  shall  be  in  an  amount  equal  to  the  minimum denomination as may be specified in the relevant [Final Terms/Pricing Supplement/Drawdown Prospectus] or an integral multiple thereof.

 

92



 

[Terms and Conditions as set out in the Base Prospectus]

 

[At the foot of the Terms and Conditions:]

 

FISCAL AGENT

DTC REGISTRAR and DTC PAYING AGENT

 

 

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB

Deutsche Bank Trust Company Americas
60 Wall Street
New York, NY 10005
United States of America

 

TRANSFER AGENT

 

Deutsche Bank Trust Company Americas

60 Wall Street

New York, NY 10005

United States of America

 

93



 

[Attached to each Unrestricted Global Instrument Certificate:]

 

[Final Terms/Pricing Supplement/Drawdown Prospectus]

 

94



 

SCHEDULE 7

FORM OF RESTRICTED GLOBAL INSTRUMENT CERTIFICATE

 

Series Number: [ · ]

ISIN: [ · ]

Tranche Number: [ · ]

Common Code: [ · ]

 

CUSIP Number: [ · ]

 

THE INSTRUMENTS REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) OR ANY SECURITIES LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THE INSTRUMENTS REPRESENTED HEREBY, AGREES FOR THE BENEFIT OF SEK THAT THE INSTRUMENTS REPRESENTED HEREBY MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR A PERSON PURCHASING FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4) TO SEK, OR ITS AFFILIATES.

 

IF THIS INSTRUMENT CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER PERSON AS MAY BE NOMINATED BY THE DEPOSITORY TRUST COMPANY (“ DTC ”) FOR THE PURPOSE) (COLLECTIVELY, “ CEDE & CO. ”) AS NOMINEE FOR DTC, THEN, UNLESS THIS INSTRUMENT CERTIFICATE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF DTC TO SEK OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT AND ANY INSTRUMENT CERTIFICATE ISSUED UPON REGISTRATION OF TRANSFER OR EXCHANGE OF THIS INSTRUMENT CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC) AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. (OR, AS THE CASE MAY BE, SUCH OTHER PERSON), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO. (OR, AS THE CASE MAY BE, SUCH OTHER PERSON), HAS AN INTEREST HEREIN.

 

UNLESS OTHERWISE STATED IN THE RELEVANT FINAL TERMS, PRICING SUPPLEMENT OR DRAWDOWN PROSPECTUS, BY ITS ACQUISITION AND HOLDING OF THE INSTRUMENTS, EACH HOLDER OF THE INSTRUMENTS WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT (I) IT IS NOT AND IS NOT DEEMED FOR PURPOSES OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ ERISA ”) OR SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS

 

95



 

AMENDED (THE “ CODE ”) TO BE (A) AN “ EMPLOYEE BENEFIT PLAN ” AS DEFINED IN ERISA AND SUBJECT TO PART 4 OF SUBTITLE B OF TITLE I OF ERISA, (B) A “ PLAN ” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE CODE, OR (C) ANY ENTITY WHOSE UNDERLYING ASSETS CONSTITUTE, OR ARE DEEMED FOR PURPOSES OF ERISA OR THE CODE TO CONSTITUTE, “ PLAN ASSETS ” BY REASON OF SUCH PLAN INVESTMENT IN THE ENTITY (ANY OF THE FOREGOING, A “ BENEFIT PLAN INVESTOR ”), AND (II) IF AT ANY TIME THE PURCHASER OR TRANSFEREE WILL BE AN EMPLOYEE BENEFIT PLAN THAT IS NOT A BENEFIT PLAN INVESTOR AND THAT IS SUBJECT TO ANY UNITED STATES FEDERAL, STATE, LOCAL, OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“ SIMILAR LAW ”), THE PURCHASE AND HOLDING OF THE INSTRUMENTS DO NOT AND WILL NOT VIOLATE ANY SIMILAR LAW. ANY PURPORTED TRANSFER OF THIS INSTRUMENT THAT DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.

 

AB SVENSK EXPORTKREDIT (publ)

(Swedish Export Credit Corporation)

( Incorporated in the Kingdom of Sweden with limited liability )

 

Unlimited Programme for the Continuous Issuance of Debt Instrument

 

[ Currency ] [ Amount ]

[ Title ]

(the “ Instruments ”)

 

RESTRICTED GLOBAL INSTRUMENT CERTIFICATE

 

1.                                       Introduction

 

This Restricted Global Instrument Certificate is issued in respect of the instruments (the “ Instruments ”) of AB Svensk Exportkredit (publ) (“ SEK ”) described in the [final terms (the “ Final Terms ”)/pricing supplement (the “ Pricing Supplement ”)/drawdown prospectus (“ Drawdown Prospectus ”)] a copy of which is annexed hereto. The Instruments are constituted by a deed of covenant dated 4 April 2014 (as amended or supplemented from time to time, the “ Deed of Covenant ”) entered into by SEK and are the subject of a fiscal agency agreement dated 27 March 2015 (as amended or supplemented from time to time, the “ Fiscal Agency Agreement ”) and made between SEK, Deutsche Bank Trust Company Americas as DTC Registrar (the “ DTC Registrar ”, which expression includes any successor registrar appointed from time to time in connection with the Instruments), Deutsche Bank Luxembourg S.A. as transfer agent, Deutsche Bank AG, London Branch as fiscal agent and the other paying agents named therein. If a Pricing Supplement or a Drawdown Prospectus is annexed hereto, each reference in this Restricted Global Instrument Certificate to “ Final Terms ” shall be read and construed as a reference to the final terms of the Instruments set out in such Pricing Supplement or Drawdown Prospectus, unless the context requires otherwise.

 

96



 

2.                                       References to Conditions

 

Any reference herein to the “ Conditions ” is to the terms and conditions of the Instruments attached hereto, as completed or supplemented, amended and/or replaced by the Final Terms and any reference to a numbered “ Condition ” is to the correspondingly numbered provision thereof. Words and expressions defined in the Conditions shall have the same meanings when used in this Restricted Global Instrument Certificate.

 

3.                                       Registered holder

 

This is to certify that:

 

CEDE & CO.

 

is the person registered in the register maintained by the Registrar in relation to the Instruments (the “ Register ”) as the duly registered holder (the “ Holder ”) of an aggregate principal amount of Instruments equal to the Aggregate Nominal Amount specified in the Final Terms or (if the Aggregate Nominal Amount in respect of the Series specified in the Final Terms is different from the Aggregate Nominal Amount in respect of the Tranche specified in the Final Terms) the Aggregate Nominal Amount of the Tranche specified in the Final Terms.

 

4.                                       Promise to pay

 

SEK, for value received, hereby promises to repay the Instruments in accordance with the Conditions to the Holder on such date or dates as the same may become payable in accordance with the Conditions, and to pay interest on such principal sum in arrear on the dates and at the rate specified in the Conditions, together with any additional amounts payable in accordance with the Conditions, all subject to and in accordance with the Conditions. The principal amount of this Restricted Global Instrument Certificate is such principal sum as is noted in the records of the custodian for The Depository Trust Company (the “ DTC Custodian ” and “ DTC ”, respectively).

 

5.                                       Transfers in whole

 

Transfers of this Restricted Global Instrument Certificate shall be limited to transfers in whole, but not in part, to nominees of DTC or to a successor of DTC or to such successor’s nominee.

 

6.                                       Exchange for Restricted Individual Instrument Certificates

 

This Restricted Global Instrument Certificate will be exchanged in whole (but not in part) for duly authenticated and completed individual instrument certificates (“ Restricted Individual Instrument Certificates ”) in substantially the form (subject to completion) set out in Schedule 9 ( Form of Restricted Individual Instrument Certificate ) to the Fiscal Agency Agreement:

 

(a)                                  on the expiry of such period of notice as may be specified in the Final Terms; or

 

(b)                                  at any time, if so specified in the Final Terms; or

 

97



 

(c)                                   if th the       e relevant Final Terms specifies “in the limited circumstances described in Global Instrument Certificate”, then:

 

(i)                                      in the case of any Global Instrument Certificate held by or on behalf of DTC, if DTC notifies SEK that it is no longer willing or able to discharge properly its responsibilities as depositary with respect to this Restricted Global Instrument Certificate or DTC ceases to be a clearing agency (as defined in the United States Securities Exchange Act of 1934), or at any time DTC is no longer eligible to act as such, and SEK is (in the case of DTC ceasing to be a depositary) unable to locate a qualified successor within 90 days of receiving notice or becoming aware of such ineligibility on the part of DTC;

 

(ii)                                   in the case of any Restricted Global Instrument Certificate, if Euroclear Bank SA/NV (“ Euroclear ”), Clearstream Banking, société anonyme , (“ Clearstream, Luxembourg ”) or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or

 

(iii)                                in any other case, if any of the circumstances described in Condition 12 ( Events of Default ) occurs.

 

Such exchange shall be effected in accordance with paragraph 8 ( Delivery of Restricted Individual Instrument Certificates ). SEK shall notify the Holder of the occurrence of any of the events specified in (a), (b) and (c) as soon as practicable thereafter.

 

7.                                       Failure to deliver Restricted Individual Instrument Certificates or to pay

 

If:

 

(a)                                  Restricted Individual Instrument Certificates have not been issued and delivered by 6.00 p.m. (London time) on the thirtieth day after the date on which the same are due to be issued and delivered in accordance with paragraph 8 ( Delivery of Restricted Individual Instrument Certificates ) below; or

 

(b)                                  any of the Instruments evidenced by this Restricted Global Instrument Certificate has become due and payable in accordance with the Conditions or the date for final redemption of this Restricted Global Instrument Certificate has occurred and, in either case, payment in full of the amount of principal falling due with all accrued interest thereon has not been made to the Holder on the due date for payment in accordance with the terms of this Restricted Global Instrument Certificate,

 

then this Restricted Global Instrument Certificate (including the obligation to deliver Restricted Individual Instrument Certificates) will become void at 6.00 pm (London time) on such thirtieth day (in the case of paragraph (a) above) or at 6.00 pm (London time) on such due date (in the case of paragraph (b) above) and the Holder will have

 

98



 

no further rights hereunder, but without prejudice to the rights which the Holder or others may have under the Deed of Covenant.

 

8.                                       Delivery of Restricted Individual Instrument Certificates

 

Whenever this Restricted Global Instrument Certificate is to be exchanged for Restricted Individual Instrument Certificates, SEK shall procure that Restricted Individual Instrument Certificates will be issued in an aggregate principal amount equal to the principal amount of this Restricted Global Instrument Certificate against the surrender of this Restricted Global Instrument Certificate at the Specified Office (as defined in the Conditions) of the DTC Registrar within five business days of:

 

(a)                                  the delivery to the DTC Registrar, by or on behalf of the Holder, DTC, Euroclear Bank SA/NV, as operator of Euroclear and Clearstream Luxembourg, of such information as is required to complete and deliver such Restricted Individual Instrument Certificates (including, without limitation, the names and addresses of the persons in whose names the Restricted Individual Instrument Certificates are to be registered and the principal amount of each such person’s holding); and

 

(b)                                  the delivery to the DTC Registrar of a certificate given by or on behalf of the holder of each beneficial interest in this Restricted Global Instrument Certificate stating either (i) that such holder is not transferring its interest at the time of such exchange or (ii) that the transfer or exchange of such interest has been made in compliance with the transfer restrictions applicable to the Instruments and that the person transferring such interest reasonably believes that the person acquiring such interest is a qualified institutional buyer (as defined in Rule 144A under the United States Securities Act of 193, as amended (the “ Securities Act ”)) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A.

 

Such exchange will be effected in accordance with the provisions of the Fiscal Agency Agreement and the regulations concerning the transfer and registration of Instruments scheduled thereto and, in particular, shall be effected without charge to any Holder, but against such indemnity as the DTC Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange. In this paragraph, “ business day ” means a day on which commercial banks are open for business (including dealings in foreign currencies) in the city in which the DTC Registrar has its Specified Office.

 

9.                                       Transfer and exchange for an interest in the Unrestricted Global Instrument Certificate

 

If a holder of a beneficial interest in the Instruments represented by this Restricted Global Instrument Certificate wishes at any time to transfer such beneficial interest to a person who wishes to take delivery thereof in the form of a beneficial interest in the unrestricted global instrument certificate issued in relation to the Instruments (the “ Unrestricted Global Instrument Certificate ”), such holder may transfer such beneficial interest in accordance with the rules and operating procedures of DTC, Euroclear and/or Clearstream, Luxembourg and the terms of this paragraph. Upon receipt by the DTC Registrar of:

 

99



 

(a)                                  notification by DTC, Euroclear and/or Clearstream, Luxembourg (as applicable), or their respective custodians or depositaries, that the appropriate debit and credit entries have been made in the accounts of the relevant participants of DTC, Euroclear and/or Clearstream, Luxembourg (as the case may be); and

 

(b)                                  a certificate in the form of Schedule 14 ( Form of Transfer Certificate ) to the Fiscal Agency Agreement given by the holder of such beneficial interest stating that the transfer or exchange of such interest has been made in compliance with the transfer restrictions applicable to the Instruments and that (i) such transfer or exchange has been made pursuant to and in accordance with Regulation S (“ Regulation S ”) under the United States Securities Act of 1933 (the “ Securities Act ”) or (ii) the Instruments are being exchanged or transferred pursuant to an exemption from registration provided by Rule 144 under the Securities Act,

 

SEK shall procure that (1) the DTC Registrar decreases the aggregate principal amount of this Restricted Global Instrument Certificate by the principal amount of Instruments the subject of such transfer and increases the aggregate principal amount of the Unrestricted Global Instrument Certificate by such principal amount and (2) appropriate entries are made in the records of the DTC Custodian so as to reflect such decrease and increase.

 

10.                                Conditions apply

 

Save as otherwise provided herein, the Holder of this Restricted Global Instrument Certificate shall have the benefit of, and be subject to, the Conditions and, for the purposes of this Restricted Global Instrument Certificate, any reference in the Conditions to “ Instrument Certificate ” or “ Instrument Certificates ” shall, except where the context otherwise requires, be construed so as to include this Restricted Global Instrument Certificate.

 

11.                                Payments and Payment Record Date

 

(a)                                  In relation to payments made in respect of this Restricted Global Instrument Certificate, so long as this Restricted Global Instrument Certificate is held on behalf of DTC and/or any other relevant clearing system, the definition of “Business Day” in Condition 1.1 ( Interpretation — Definitions ) shall be amended so as to disapply paragraphs (A)(i)(b) and (A)(ii)(b) of that definition.

 

(b)                                  Each payment made in respect of this Restricted Global Instrument Certificate will be made to the persons shown as the Holder in the Register at the close of business (in the relevant clearing system) on the Clearing System Business Day before the due date for such payment (the “ Record Date ”) where “ Clearing System Business Day ” means a day on which each clearing system for which this Restricted Global Instrument Certificate is being held is open for business. Each payment so made will discharge SEK’s obligations in respect of Instruments represented by this Restricted Global Instrument Certificate.

 

100



 

12.                                Exercise of Put Option

 

In order to exercise the option contained in Condition 11.5 ( Redemption at the option of Holders ) the holder of this Restricted Global Instrument Certificate must, within the period specified in the Conditions for the deposit of the relevant Instrument Certificate and put notice, give written notice of such exercise to the relevant Registrar specifying the principal amount of Instruments in respect of which such option is being exercised. Any such notice will be irrevocable and may not be withdrawn.

 

13.                                Exercise of Call Option

 

In connection with an exercise of the option contained in Condition 11.3 ( Redemption at the option of SEK ) in relation to some only of the Instruments, this Restricted Global Instrument Certificate may be redeemed in part in the principal amount specified by SEK in accordance with the Conditions and the Instruments to be redeemed will not be selected as provided in the Conditions but in accordance with the rules and procedures of DTC (to be reflected in the records of DTC as either a pool factor or a reduction in principal amount, at its discretion).

 

14.                                Notices

 

Notwithstanding Condition 20 ( Notices ), so long as this Restricted Global Instrument Certificate is held on behalf of DTC or any other clearing system (an “ Alternative Clearing System ”), notices to Holders of Instruments represented by this Restricted Global Instrument Certificate may be given by delivery of the relevant notice to DTC or (as the case may be) such Alternative Clearing System and such notices shall be deemed to have been given to the Holders in accordance with Condition 20 ( Notices ) on the date of delivery to DTC or (as the case may be) such Alternative Clearing System.

 

15.                                Legends

 

The statements set out in the legends above are an integral part of this Restricted Global Instrument Certificate and, by acceptance hereof, each Holder of this Restricted Global Instrument Certificate agrees to be subject to and bound by such legends.

 

16.                                Determination of entitlement

 

This Restricted Global Instrument Certificate is evidence of entitlement only and is not a document of title. Entitlements are determined by the Register and only the Holder is entitled to payment in respect of this Restricted Global Instrument Certificate.

 

17.                                Authentication

 

This Restricted Global Instrument Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of Deutsche Bank Trust Company Americas as DTC Registrar.

 

101



 

18.                                Governing law

 

This Restricted Global Instrument Certificate and all non-contractual obligations arising out of or in connection with it are governed by English law.

 

AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of SEK.

 

AB SVENSK EXPORTKREDIT (publ)

 

By:

 

 

 

 

[ manual or facsimile signature ]

 

 

( duly authorised )

 

 

 

ISSUED as of [ · ] 20[ · ]

 

 

AUTHENTICATED for and on behalf of

DEUTSCHE BANK TRUST COMPANY AMERICAS

as DTC Registrar without recourse, warranty

or liability

 

 

By:

 

 

 

 

[ manual signature ]

 

 

( duly authorised )

 

 

102



 

THE SCHEDULE

 

The initial principal amount of this Global Instrument Certificate is [ Currency ] [ · ]. The following decreases/increases in the principal amount of this Global Instrument Certificate have been made:

 

Date of Decrease/increase

 

Decrease in principal
Amount

 

Increase in principal
amount

 

Total principal amount
following such
decrease/increase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

103



 

FORM OF TRANSFER

 

FOR VALUE RECEIVED [ · ], being the registered holder of this Restricted Global Instrument Certificate, hereby transfers to [ · ] [ Currency ] [ · ] in principal amount of [ Currency ] [ Amount ] [ Title ] (the “ Instruments ”) of AB Svensk Exportkredit (publ) (“ SEK ”) and irrevocably requests and authorises Deutsche Bank Trust Company Americas in its capacity as DTC Registrar in relation to the Instruments (or any successor to Deutsche Bank Trust Company Americas in its capacity as such) to effect the relevant transfer by means of appropriate entries in the register kept by it.

 

Dated:

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

( duly authorised )

 

 

 

Instruments

 

The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Restricted Global Instrument Certificate.

 

A representative of such registered holder should state the capacity in which he signs, e.g. executor.

 

(i)                                 The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the DTC Registrar may require.

 

(ii)                            Any transfer of Instruments shall be in an amount equal to the minimum denomination as may be specified in the relevant [Final Terms/Pricing Supplement/Drawdown Prospectus] or an integral multiple thereof.

 

104



 

[Terms and Conditions as set out in the Base Prospectus]

 

[At the foot of the Terms and Conditions:]

 

FISCAL AGENT

DTC REGISTRAR and

 

DTC PAYING AGENT

 

 

Deutsche Bank AG, London Branch

Deutsche Bank Trust Company Americas

Winchester House

60 Wall Street

1 Great Winchester Street

New York, NY 10005

London EC2N 2DB

United States of America

 

TRANSFER AGENT

 

Deutsche Bank Trust Company Americas

60 Wall Street

New York, NY 10005

United States of America

 

105



 

[Attached to each Restricted Global Instrument Certificate:]

 

[Final Terms/Pricing Supplement/Drawdown Prospectus]

 

106



 

SCHEDULE 8

FORM OF UNRESTRICTED INDIVIDUAL INSTRUMENT CERTIFICATE

 

Series Number: [ · ]

ISIN: [ · ]

Tranche Number: [ · ]

Common Code: [ · ]

Serial Number: [ · ]

CUSIP Number: [ · ]

 

THE INSTRUMENTS REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) OR ANY SECURITIES LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THE INSTURMENTS REPRESENTED HEREBY, AGREES FOR THE BENEFIT OF SEK THAT THE INSTRUMENTS REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO THE ACCOUNT OR BENEFIT OF ANY U.S. PERSON.

 

UNLESS OTHERWISE STATED IN THE RELEVANT FINAL TERMS, PRICING SUPPLEMENT OR DRAWDOWN PROSPECTUS, BY ITS ACQUISITION AND HOLDING OF THE INSTRUMENTS, EACH HOLDER OF THE INSTRUMENTS WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT (I) IT IS NOT AND IS NOT DEEMED FOR PURPOSES OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ ERISA ”) OR SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ CODE ”) TO BE (A) AN “ EMPLOYEE BENEFIT PLAN ” AS DEFINED IN ERISA AND SUBJECT TO PART 4 OF SUBTITLE B OF TITLE I OF ERISA, (B) A “ PLAN ” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE CODE, OR (C) ANY ENTITY WHOSE UNDERLYING ASSETS CONSTITUTE, OR ARE DEEMED FOR PURPOSES OF ERISA OR THE CODE TO CONSTITUTE, “ PLAN ASSETS ” BY REASON OF SUCH PLAN INVESTMENT IN THE ENTITY (ANY OF THE FOREGOING, A “ BENEFIT PLAN INVESTOR ”), AND (II) IF AT ANY TIME THE PURCHASER OR TRANSFEREE WILL BE AN EMPLOYEE BENEFIT PLAN THAT IS NOT A BENEFIT PLAN INVESTOR AND THAT IS SUBJECT TO ANY UNITED STATES FEDERAL, STATE, LOCAL, OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“ SIMILAR LAW ”), THE PURCHASE AND HOLDING OF THE INSTRUMENTS DO NOT AND WILL NOT VIOLATE ANY SIMILAR LAW. ANY PURPORTED TRANSFER OF THIS INSTRUMENT THAT DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.

 

AB SVENSK EXPORTKREDIT (publ)

(Swedish Export Credit Corporation)

( Incorporated in the Kingdom of Sweden with limited liability )

 

Unlimited Programme for the Continuous Issuance of Debt Instrument

 

[ Currency ] [ Amount ]

[ Title ]

(the “ Instruments ”)

 

This Instrument Certificate is issued in respect of an issue of the instruments (the “ Instruments ”) of AB Svensk Exportkredit (publ) (“ SEK ”) described in the [final terms (the

 

107



 

Final Terms ”)/pricing supplement (the “ Pricing Supplement ”)/drawdown prospectus (the “ Drawdown Prospectus ”)] a copy of which is annexed hereto. The Instruments are constituted by a deed of covenant dated 4 April 2014 and are the subject of a fiscal agency agreement dated 27 March 2015 (as amended or supplemented from time to time, the “ Fiscal Agency Agreement ”) and made between SEK, Deutsche Bank Trust Company Americas as DTC Registrar (the “ DTC Registrar ”, which expression includes any successor registrar appointed from time to time in connection with the Instruments), Deutsche Bank Luxembourg S.A. as transfer agent, Deutsche Bank AG, London Branch as fiscal agent and the other paying agents named therein.

 

Any reference herein to the “ Conditions ” is to the terms and conditions of the Instruments endorsed hereon, as supplemented, amended and/or replaced by the [Final Terms/Pricing Supplement/Drawdown Prospectus] dated [ •] and any reference to a numbered “ Condition ” is to the correspondingly numbered provision thereof. Words and expressions defined in the Conditions shall have the same meanings when used in this Unrestricted Individual Instrument Certificate.

 

This is to certify that:

 

 

 

 

of

 

 

 

 

is the person registered in the register maintained by the DTC Registrar in relation to the Instruments (the “ Register ”) as the duly registered holder or, if more than one person is so registered, the first-named of such persons (the “ Holder ”) of:

 

[ Currency ]

 

(                                           [ Currency in words ])

 

in aggregate principal amount of the Instruments.

 

SEK, for value received, hereby promises to repay the Instruments in accordance with the Conditions to the Holder on such date or dates as the same may become payable in accordance with the Conditions, and to pay interest on such principal sum in arrear on the dates and at the rate specified in the Conditions, together with any additional amounts payable in accordance with the Conditions, all subject to and in accordance with the Conditions.

 

This Instrument Certificate is evidence of entitlement only and is not a document of title. Entitlements are determined by the Register and only the Holder is entitled to payment in respect of this Instrument Certificate.

 

This Instrument Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of Deutsche Bank Trust Company Americas as DTC Registrar.

 

108



 

AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of SEK.

 

AB SVENSK EXPORTKREDIT (publ)

 

By:

 

 

 

 

[ manual or facsimile signature ]

 

 

(duly authorised)

 

 

 

ISSUED as of [Issue Date]

 

AUTHENTICATED for and on behalf of

DEUTSCHE BANK TRUST COMPANY AMERICAS

as DTC Registrar without recourse, warranty

or liability

 

By:

 

 

 

 

[ manual signature ]

 

 

(duly authorised)

 

 

109



 

FORM OF TRANSFER

 

FOR VALUE RECEIVED [ · ], being the registered holder of this Instrument Certificate, hereby transfers to [ · ] of [ · ] [ Currency ] [ · ] in principal amount of [ Currency ] [ Amount ] [ Title ] (the “ Instruments ”) of AB Svensk Exportkredit (publ) (“ SEK ”) and irrevocably requests and authorises Deutsche Bank Trust Company Americas in its capacity as DTC Registrar in relation to the Instruments (or any successor to Deutsche Bank Trust Company Americas in its capacity as such) to effect the relevant transfer by means of appropriate entries in the register kept by it.

 

 

Dated:

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

( duly authorised )

 

 

 

Instruments

 

The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Instrument Certificate.

 

(i)                                      A representative of such registered holder should state the capacity in which he signs, e.g. executor.

 

(ii)                                   The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the DTC Registrar may require.

 

(iii)                                Any transfer of Instruments shall be in an amount equal to the minimum denomination as may be specified in the relevant [Final Terms/Pricing Supplement/Drawdown Prospectus] dated [•] or an integral multiple thereof.

 

110



 

[Attached to each Instrument Certificate:]

 

[Final Terms/Pricing Supplement/Drawdown Prospectus]

 

[Terms and Conditions as set out in the Base Prospectus]

 

[At the foot of the Terms and Conditions:]

 

FISCAL AGENT

DTC REGISTRAR and

 

DTC PAYING AGENT

 

 

Deutsche Bank AG, London Branch

Deutsche Bank Trust Company Americas

Winchester House

60 Wall Street

1 Great Winchester Street

New York, NY 10005

London EC2N 2DB

United States of America

 

TRANSFER AGENT

 

Deutsche Bank Trust Company Americas

60 Wall Street

New York, NY 10005

United States of America

 

111



 

SCHEDULE 9

FORM OF RESTRICTED INDIVIDUAL INSTRUMENT CERTIFICATE

 

Series Number: [ · ]

 

ISIN: [ · ]

Tranche Number: [ · ]

 

Common Code: [ · ]

Serial Number:[ · ]

 

CUSIP Number: [ · ]

 

THE INSTRUMENTS REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) OR ANY SECURITIES LAW OF ANY STATE OF THE UNITED STATES.  THE HOLDER HEREOF, BY PURCHASING THE INSTRUMENTS REPRESENTED HEREBY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THE INSTRUMENTS REPRESENTED HEREBY MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR A PERSON PURCHASING FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4) TO THE ISSUER, OR ITS AFFILIATES.

 

UNLESS OTHERWISE STATED IN THE RELEVANT FINAL TERMS, PRICING SUPPLEMENT OR DRAWDOWN PROSPECTUS, BY ITS ACQUISITION AND HOLDING OF THE INSTRUMENTS, EACH HOLDER OF THE INSTRUMENTS WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT (I) IT IS NOT AND IS NOT DEEMED FOR PURPOSES OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ ERISA ”) OR SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ CODE ”) TO BE (A) AN “ EMPLOYEE BENEFIT PLAN ” AS DEFINED IN ERISA AND SUBJECT TO PART 4 OF SUBTITLE B OF TITLE I OF ERISA, (B) A “ PLAN ” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE CODE, OR (C) ANY ENTITY WHOSE UNDERLYING ASSETS CONSTITUTE, OR ARE DEEMED FOR PURPOSES OF ERISA OR THE CODE TO CONSTITUTE, “ PLAN ASSETS ” BY REASON OF SUCH PLAN INVESTMENT IN THE ENTITY (ANY OF THE FOREGOING, A “ BENEFIT PLAN INVESTOR ”), AND (II) IF AT ANY TIME THE PURCHASER OR TRANSFEREE WILL BE AN EMPLOYEE BENEFIT PLAN THAT IS NOT A BENEFIT PLAN INVESTOR AND THAT IS SUBJECT TO ANY UNITED STATES FEDERAL, STATE, LOCAL, OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“ SIMILAR LAW ”), THE PURCHASE AND HOLDING OF THE INSTRUMENTS DO NOT AND WILL NOT VIOLATE ANY SIMILAR LAW.  ANY PURPORTED TRANSFER OF THIS INSTRUMENT THAT DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.

 

112



 

AB SVENSK EXPORTKREDIT (publ)

(Swedish Export Credit Corporation)

( Incorporated in the Kingdom of Sweden with limited liability )

 

Unlimited Programme for the Continuous Issuance of Debt Instrument

 

[ Currency ] [ Amount ]

[ Title ]

(the “ Instruments ”)

 

This Instrument Certificate is issued in respect of an issue of the instruments (the “ Instruments ”) of AB Svensk Exportkredit (publ) (“ SEK ”) described in the [final terms (the “ Final Terms ”)/Pricing Supplement (the “ Pricing Supplement ”)/Drawdown Prospectus (the “ Drawdown Prospectus ”)] dated [ · ] a copy of which is annexed hereto.  The Instruments are constituted by a deed of covenant dated 4 April 2014 and are the subject of a fiscal agency agreement dated 27 March 2015, (as amended or supplemented from time to time, the “ Fiscal Agency Agreement ”) and made between SEK, Deutsche Bank Trust Company Americas as DTC Registrar (the “ DTC Registrar ”, which expression includes any successor DTC Registrar appointed from time to time in connection with the Instrument), Deutsche Bank Luxembourg S.A. as transfer agent, Deutsche Bank AG, London Branch as fiscal agent and the other paying agents named therein.

 

Any reference herein to the “ Conditions ” is to the terms and conditions of the Instruments endorsed hereon, as supplemented, amended and/or replaced by the [Final Terms/Pricing Supplement/Drawdown Prospectus] and any reference to a numbered “ Condition ” is to the correspondingly numbered provision thereof.  Words and expressions defined in the Conditions shall have the same meanings when used in this Restricted Individual Instrument Certificate

 

This is to certify that:

 

 

 

 

of

 

 

 

 

is the person registered in the register maintained by the DTC Registrar in relation to the Instruments (the “ Register ”) as the duly registered holder or, if more than one person is so registered, the first-named of such persons (the “ Holder ”) of:

 

[ Currency ]

 

(                                                    [ Currency in words ])

 

in aggregate principal amount of the Instruments.

 

SEK, for value received, hereby promises to repay the Instruments in accordance with the Conditions to the Holder on such date or dates as the same may become payable in accordance with the Conditions, and to pay interest on such principal sum in arrear on the dates and at the rate specified in the Conditions, together with any additional amounts

 

113



 

payable in accordance with the Conditions, all subject to and in accordance with the Conditions.

 

The statements set out in the legend above are an integral part of this Instrument Certificate and, by acceptance hereof, each Holder of this Instrument Certificate agrees to be subject to and bound by such legends.

 

This Instrument Certificate is evidence of entitlement only and is not a document of title. Entitlements are determined by the Register and only the Holder is entitled to payment in respect of this Instrument Certificate.

 

This Instrument Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of Deutsche Bank Trust Company Americas as DTC Registrar.

 

AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of SEK.

 

114



 

AB SVENSK EXPORTKREDIT (publ)

 

By:

 

 

 

[ manual or facsimile signature ]

 

 

(duly authorised)

 

 

 

ISSUED as of [ · ] 20[ · ]

 

AUTHENTICATED for and on behalf of

DEUTSCHE BANK TRUST COMPANY AMERICAS

as DTC Registrar without recourse, warranty

or liability

 

 

By:

 

 

 

[ manual signature ]

 

 

(duly authorised)

 

 

115



 

FORM OF TRANSFER

 

FOR VALUE RECEIVED [ · ], being the registered holder of this Instrument Certificate, hereby transfers to [•] of [•] [ Currency ] in principal amount of [ Currency ] [ Amount ] [ Title ] (the “ Instruments ”) of AB Svensk Exportkredit (publ) (“ SEK ”) and irrevocably requests and authorises Deutsche Bank Trust Company Americas in its capacity as DTC Registrar in relation to the Instruments (or any successor to Deutsche Bank Trust Company Americas in its capacity as such) to effect the relevant transfer by means of appropriate entries in the register kept by it.

 

 

Dated:

 

 

 

 

By:

 

 

 

(duly authorised)

 

 

Instruments

 

The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Instrument Certificate.

 

A representative of such registered holder should state the capacity in which he signs, e.g. executor.

 

(i)             The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the DTC Registrar may require.

 

(ii)            Any transfer of Instruments shall be in an amount equal to the minimum denomination as may be specified in the relevant [Final Terms/Pricing Supplement/Drawdown Prospectus] dated [•] or an integral multiple thereof.

 

116



 

[Attached to each Instrument Certificate:]

 

[Final Terms/Pricing Supplement/Drawdown Prospectus]

 

[Terms and Conditions as set out in the Base Prospectus]

 

[At the foot of the Terms and Conditions:]

 

FISCAL AGENT

DTC REGISTRAR and

 

DTC PAYING AGENT

 

 

Deutsche Bank AG, London Branch

Deutsche Bank Trust Company Americas

Winchester House

60 Wall Street

1 Great Winchester Street

New York, NY 10005

London EC2N 2DB

United States of America

 

 

 

TRANSFER AGENT

 

Deutsche Bank Trust Company Americas

60 Wall Street

New York, NY 10005

United States of America

 

117



 

SCHEDULE 10

PROVISIONS FOR MEETINGS OF HOLDERS OF INSTRUMENTS

 

1.

 

(A)                                As used in this Schedule, the following expressions shall have the following meanings unless the context otherwise requires:

 

(1)                                  voting certificate ” shall mean a certificate in the English language issued by any Paying Agent or, as the case may be, any Registrar and dated, in which it is stated:

 

(a)                                     that on the date thereof Bearer Instruments or Scandinavian Instruments of any Series (not being Bearer Instruments or Scandinavian Instruments in respect of which a block voting instruction has been issued and is outstanding in respect of the meeting specified in such voting certificate or any adjournment thereof) bearing specified serial numbers have been deposited to the order of such Paying Agent and that no such Bearer Instruments or Scandinavian Instruments will be released until the first to occur of:

 

(i)                                      the conclusion of the meeting specified in such certificate or any adjournment thereof; and

 

(ii)                                   the surrender of the certificate to such Paying Agent; or

 

(b)                                  that on the date thereof Registered Instruments of any Series (not being Registered Instruments in respect of which a block voting instruction has been issued and is outstanding in respect of the meeting specified in such voting certificate or any adjournment thereof) are registered in the books and records maintained by the relevant Registrar in the names of specified registered holders; and

 

(c)                                   that the bearer thereof is entitled to attend and vote at such meeting or any adjournment thereof in respect of the Instruments represented by such certificate; and

 

(2)                                  block voting instruction ” shall mean a document in the English language issued by any Paying Agent or, as the case may be, any Registrar and dated, in which:

 

(a)                                  it is certified that Bearer Instruments or Scandinavian Instruments of any Series (not being Bearer Instruments or Scandinavian Instruments in respect of which a voting certificate has been issued and is outstanding in respect of the meeting specified in such block voting instruction or any adjournment thereof) have been deposited to the order of such Paying Agent and that no such Bearer Instruments or Scandinavian Instruments will be released until the first to occur of:

 

118



 

(i)             the conclusion of the meeting specified in such document or any adjournment thereof; and

 

(ii)            the surrender, not less than 48 hours before the time for which such meeting or adjournment thereof is convened, of the receipt for each such deposited Bearer Instrument which has been deposited to the order of such Paying Agent, coupled with notice thereof being given by such Paying Agent to SEK;

 

(b)                                  it is certified that Registered Instruments of any Series (not being Registered Instruments in respect of which a voting certificate has been issued and is outstanding in respect of the meeting specified in such block voting instruction and any adjournment thereof) are registered in the books and records maintained by the relevant Registrar in the names of specified registered holders;

 

(c)            it is certified that each depositor of such Instruments or registered holder thereof or a duly authorised agent on his or its behalf has instructed the Paying Agent or, as the case may be, the relevant Registrar that the vote(s) attributable to his or its Instruments so deposited or registered should be cast in a particular way in relation to the resolution or resolutions to be put to such meeting or any adjournment thereof and that all such instructions are, during the period of 48 hours prior to the time for which such meeting or adjourned meeting is convened, neither revocable nor subject to amendment but without prejudice, in the case of Registered Instruments, to the provisions of paragraph (B) below;

 

(d)            the total number and the serial numbers and tranche numbers of the Instruments so deposited or registered are listed, distinguishing with regard to each such resolution between those in respect of which instructions have been given as aforesaid that the votes attributable thereto should be cast in favour of the resolution and those in respect of which instructions have been so given that the votes attributable thereto should be cast against the resolution; and

 

(e)            any person named in such document (hereinafter called a “proxy”) is authorised and instructed by the Paying Agent or, as the case may be, the relevant Registrar to cast the votes attributable to the Instruments so listed in accordance with the instructions referred to in (c) and (d) above as set out in such document.

 

(B)                                A registered holder of a Registered Instrument may by an instrument in writing in the form for the time being available from the specified office of the relevant Registrar in the English language (hereinafter called a “ form of proxy ”) signed by the holder or, in the case of a corporation, executed under

 

119



 

its common seal or signed on its behalf by its duly appointed attorney or a duly authorised officer of the corporation, and delivered to the specified office of the relevant Registrar not later than 48 hours before the time fixed for any meeting appoint any person (hereinafter also called a “ proxy ”) to attend and act on his or its behalf in connection with any meeting or proposed meeting of the holders of Instruments.

 

(C)                                Voting certificates, block voting instructions and forms of proxy shall be valid for so long as the relevant Instruments shall not be released or, in the case of Registered Instruments, shall be duly registered in the name(s)  of the registered holder(s) certified in the relevant voting certificate or block voting instruction or, in the case of a form of proxy, in the name of the appointor but not otherwise and notwithstanding any other provision of this Schedule and during the validity thereof the holder of any such voting certificate or (as the case may be) the proxy shall, for all purposes in connection with any meeting of holders of Instruments, be deemed to be the holder of the Instruments of the relevant Series to which such voting certificate, block voting instructions or form of proxy relates and, in the case of Bearer Instruments, the Paying Agent to the order of whom such Instruments have been deposited shall nevertheless be deemed for such purposes not to be the holder of those Instruments.

 

2.                                       SEK at any time may, and upon a request in writing at the time by holders of Instruments holding not less than one-tenth of the principal amount of the Instruments of any particular Series for the time being outstanding shall, convene a meeting of the holders of Instruments of such Series.  Whenever SEK is about to convene any such meeting it shall forthwith give notice in writing to the Fiscal Agent (or in relation to Scandinavian Instruments, the ESw, EFi or VP, as the case may be,) or in the case of Registered Instruments, the relevant Registrar of the day, time and place thereof and of the nature of the business to be transacted thereat.  Every such meeting shall be held at such time and place as the Fiscal Agent (or in relation to Scandinavian Instruments, the Paying Agent) or in the case of Registered Instruments, the relevant Registrar may approve.

 

3.                                       At least twenty-one days’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the day, time and place of meeting shall be given to the holders of the Instruments of the relevant Series.  A copy of the notice shall be given to SEK unless the meeting shall be convened by SEK and a copy shall be given to the Fiscal Agent (or in relation to Scandinavian Instruments, ESw, EFi or VP, as the case may be) and, in the case of Registered Instruments, the relevant Registrar.  Such notice shall be given in the manner herein before provided and shall specify the terms of the resolutions to be proposed and shall include, inter alia , statements to the effect:

 

(a)                                  that Bearer Instruments or Scandinavian Instruments of the relevant Series may be deposited with (or to the order of) any Paying Agent for the purpose of obtaining voting certificates or appointing proxies until 48 hours before the time fixed for the meeting but not thereafter; or

 

(b)                                  that registered holders of Registered Instruments may obtain voting certificates or appoint proxies until 48 hours before the time fixed for the meeting but not thereafter.

 

120



 

4.                                       A person (who may, but need not, be the holder of an Instrument) nominated in writing by SEK shall be entitled to take the chair at every meeting but if no such nomination is made or if at any meeting the person nominated shall not be present within fifteen minutes after the time appointed for the holding of such meeting the holders of Instruments present shall choose one of their number to be chairman.  The chairman of an adjourned meeting need not be the same person as was chairman of the original meeting.

 

5.                                       At any such meeting any one or more persons present in person (not being SEK or any nominee thereof) holding Instruments of the relevant Series or voting certificates or being proxies and being or representing in the aggregate a clear majority in principal amount of the Instruments of the relevant Series for the time being outstanding shall form a quorum for the transaction of business and no business (other than the choosing of a chairman) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business.

 

6.                                       If within half an hour from the time appointed for any such meeting a quorum is not present the meeting shall, if convened upon the requisition of holders of Instruments, be dissolved.  In any other case it shall stand adjourned for such period, not being less than fourteen days nor more than forty-two days, as may be decided by the chairman. At such adjourned meeting one or more persons present in person (not being SEK or any nominee thereof) holding Instruments of the relevant Series or voting certificates or being proxies (whatever the principal amount of the Instruments of the relevant Series so held or represented by them) shall form a quorum and shall have the power to pass any resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had a quorum been present at such meeting.  Provided that the quorum at any adjourned meeting at which is to be proposed an Extraordinary Resolution for the purpose of effecting any of the modifications specified in the Proviso to paragraph 18 hereof shall be one or more persons present (not being SEK or any nominee thereof) holding Instruments of the relevant Series or voting certificates or being proxies and holding or representing in the aggregate at least one quarter in principal amount of the Instruments of the relevant Series for the time being outstanding.

 

7.                                       The chairman may with the consent of (and shall if directed by) any meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.

 

8.                                       At least ten days’ notice of any meeting adjourned through want of a quorum shall be given in the same manner as of an original meeting and such notice shall state the quorum required at such adjourned meeting.  Subject as aforesaid, it shall not be necessary to give any notice of an adjourned meeting.

 

9.                                       Every question submitted to a meeting shall be decided in the first instance by a show of hands and in case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a holder of an Instrument.

 

10.                                At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or SEK or by one or more persons holding one or

 

121



 

more Instruments of the relevant Series or voting certificates or being proxies and holding or representing in the aggregate not less than one-fiftieth part of the principal amount of the Instruments of the relevant Series for the time being outstanding, a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

 

11.                                If at any meeting a poll is so demanded, it shall be taken in such manner and (subject as hereinafter provided) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll.  The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

 

12.                                Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment.

 

13.                                The Fiscal Agent (or in the case of Scandinavian Instruments, ESw, EFi or VP, as the case may be), SEK and, in the case of Registered Instruments, the Registrar (through their respective representatives) and their respective financial and legal advisers shall be entitled to attend and speak at any meeting of the holders of Instruments.  Save as aforesaid no person shall be entitled to attend or vote at any meeting of the holders of Instruments or to join with others in requesting the convening of such a meeting unless he is the holder of a voting certificate or is a proxy.

 

14.                                Subject as provided in paragraph 9 above at any such meeting (a) on a show of hands every person who is present (being an individual) in person or (being a corporation) by a duly authorised representative and (i) who is a holder of Instruments, and in the case of Bearer Instruments or Scandinavian Instruments, produces such Instruments or (ii) who produces a voting certificate or (iii) is a proxy shall have one vote and (b) on a poll every person who is so present shall have one vote in respect of each minimum unit of the currency in which the Instruments for a relevant Series are denominated in respect of the principal amount of Instruments of the relevant Series so produced or represented by the voting certificate so produced or in respect of which he is a proxy. Without prejudice to the obligations of the proxies named in any block voting instruction or form of proxy, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

 

15.                                A proxy named in any block voting instruction or form of proxy need not be a holder of an Instrument.

 

16.                                Each block voting instruction and each form of proxy, together (if so required by SEK) with proof satisfactory to SEK of its due execution, shall be deposited at such place as SEK shall reasonably designate not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the proxy named in the block voting instruction or form of proxy proposes to vote and in default the block voting instruction or form of proxy shall not be treated as valid unless the chairman of the meeting decides otherwise before such meeting or adjourned meeting proceeds to business.  A notarially certified copy of each such block voting instruction and form of proxy and satisfactory proof as aforesaid (if applicable) shall if required by SEK be

 

122



 

produced by the proxy at the meeting or adjourned meeting but SEK shall not thereby be obliged to investigate or be concerned with the validity of, or the authority of the proxy named in, any such block voting instruction or form of proxy.

 

17.                                Without prejudice to paragraph 1(B), any vote given in accordance with the terms of a block voting instruction or form of proxy shall be valid notwithstanding the previous revocation or amendment of the block voting instruction or form of proxy or of any of the Instrument holders’ instructions pursuant to which it was executed, provided that no intimation in writing of such revocation or amendment shall have been received by SEK from the Fiscal Agent (or in the case of Scandinavian Instruments, the Paying Agent), the relevant Registrar or by the chairman of the meeting, in each case not less than 24 hours before the commencement of the meeting or adjourned meeting at which the block voting instruction or form of proxy is used.

 

18.                                A meeting of the holders of Instruments shall, in respect of the Instruments of the relevant Series and subject to the provisions contained in the Conditions, in addition to the powers hereinbefore given, but without prejudice to any powers conferred on other persons by these presents, have the following powers exercisable by Extraordinary Resolution namely:

 

(a)                                       power to sanction any proposal by SEK for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the holders of Instruments and/or the Couponholders in respect of the Instruments of the relevant Series, against SEK, whether such rights shall arise under the Instruments of that Series or otherwise;

 

(b)                                      power to sanction the exchange or substitution for the Instruments of the relevant Series of, or the conversion of those Instruments into, other obligations or securities of SEK or any other body corporate formed or to be formed;

 

(c)                                        power to assent to any modification of the provisions contained in the Instruments or the Coupons of the relevant Series, the Conditions thereof, this Schedule or the Fiscal Agency Agreement which shall be proposed by SEK;

 

(d)                                      power to waive or authorise any breach or proposed breach by SEK of its obligations under the Conditions applicable to the Instruments of the relevant Series or any act or omission which might otherwise constitute an event of default under the Conditions applicable to the Instruments of the relevant Series;

 

(e)                                        power to authorise the Fiscal Agent (or in the case of Scandinavian Instruments, the Paying Agent), the relevant Registrar or any other person to concur in and execute and do all such documents, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution;

 

(f)                                        power to give any authority, direction or sanction which under the Conditions applicable to the Instruments of the relevant Series is required to be given by Extraordinary Resolution; and

 

123



 

(g)                                       power to appoint any persons (whether holders of Instruments or not) as a committee or committees to represent the interests of the holders of Instruments in respect of the Instruments of the relevant Series and to confer upon such committee or committees any powers or discretions which such holders of Instruments could themselves exercise by Extraordinary Resolution.

 

Provided that the special quorum provisions contained in the proviso to paragraph 6 shall apply in relation to any Extraordinary Resolution for the purpose of making modification of the provisions contained in the Instruments or the Coupons of any Series or the Conditions applicable thereto which:

 

(i)                                      varies the dates of maturity or any date of redemption of any of the Instruments of the relevant Series or any date for payment of interest in respect thereof; or

 

(ii)                                   reduces or cancels the principal amount of the Instruments of the relevant Series, varies any provision regarding the calculation of the rate of interest payable thereon or varies the rate of discount or rate of amortisation applicable thereto; or

 

(iii)                                modifies the provisions contained in this Schedule concerning the quorum required at any meeting of holders of Instruments in respect of the Instruments of the relevant Series or any adjournment thereof or concerning the majority required to pass an Extraordinary Resolution; or

 

(iv)                               varies the currency in which any payment (or other obligation) in respect of the Instruments of the relevant Series is to be made; or

 

(v)                                  amends this proviso in any manner.

 

19.                                An Extraordinary Resolution passed at a meeting of the holders of Instruments in respect of the Instruments of the relevant Series duly convened and held in accordance with these presents shall be binding upon all the holders of Instruments of the relevant Series, whether present or not present at such meeting, and upon all the Couponholders in respect of Instruments of the relevant Series and each of the holders of Instruments and Couponholders shall, in respect of the Instruments of that Series, be bound to give effect thereto accordingly.  The passing of any such resolution shall be conclusive evidence that the circumstances of such resolution justify the passing thereof.

 

20.                                The expression “ Extraordinary Resolution ” when used in these presents means a resolution passed at a meeting of the holders of Instruments in respect of the Instruments of the relevant Series duly convened and held in accordance with the provisions contained herein by a majority consisting of not less than three-fourths of the votes cast thereon.

 

21.                                Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by SEK and any such minutes as aforesaid, if purporting to be signed by the chairman of the meeting at which such resolutions were passed or proceedings transacted or by the chairman of the next succeeding meeting of the holders of Instruments in respect of the Instruments of the relevant Series, shall be conclusive evidence of the matters therein

 

124



 

contained and until the contrary is proved every such meeting in respect of the proceedings of which minutes have been made and signed as aforesaid shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted thereat to have been duly passed and transacted.

 

22.                                So long as the relevant Instruments are represented by a global instrument, for the purposes of this Schedule the holder of the global instrument shall be deemed to be two persons holding or representing such principal amount of Instruments.

 

23.                                Any Instruments which have been purchased or are held by (or on behalf of) SEK but which have not been cancelled shall, unless or until resold, be deemed not to be outstanding for the purposes of this Schedule.

 

125



 

SCHEDULE 11

REGULATIONS CONCERNING TRANSFERS OF REGISTERED INSTRUMENTS

 

1.                                       The Registered Instruments are in the denomination(s) specified in the Final Terms, Pricing Supplement or Drawdown Prospectus, as the case may be (“ Specified Denomination(s) ”).

 

2.                                       The Registered Instruments are transferable in such amounts and such integral multiples of the currency of denomination as may be specified in the relevant Final Terms, Pricing Supplement or Drawdown Prospectus, as the case may be, by execution of the form of transfer under the hand of the transferor or, where the transferor is a corporation, under its common seal or under the hand of two of its officers duly authorised in writing.  In this schedule “transferor” shall where the context permits or requires include joint transferors and be construed accordingly.

 

3.                                       The Registered Instrument to be transferred must be delivered for registration to the office of the relevant Registrar accompanied by such other evidence (including legal opinions) as such Registrar may reasonably require to prove the title of the transferor or his right to transfer such Registered Instrument and his identity and, if the form of transfer is executed by some other person on his behalf or in the case of the execution of a form of transfer on behalf of a corporation by its officers, the authority of that person or those persons to do so.  The signature of the person effecting a transfer of a Registered Instrument shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the relevant Registrar may require.

 

4.                                       The Instrument Certificate issued in respect of the Registered Instrument to be transferred must be surrendered for registration, together with the form of transfer (including any certification as to compliance with restrictions on transfer included in such form of transfer) endorsed thereon, duly completed and executed, at the Specified Office of the relevant Registrar, and together with such evidence as the relevant Registrar may reasonably require to prove the title of the transferor and the authority of the persons who have executed the form of transfer.  The signature of the person effecting a transfer of a Registered Instrument shall conform to any list of duly authorised specimen signatures supplied by the Holder of such Registered Instrument or be certified by a financial institution in good standing, notary public or in such other manner as the relevant Registrar may require.

 

5.                                       No Holder of Registered Instruments may require the transfer of a Registered Instrument to be registered during the period of 15 calendar days ending on the due date for any payment of principal or interest in respect of such Instrument.

 

6.                                       No Holder of Registered Instruments which has executed a form of proxy in relation to a meeting may require the transfer of a Registered Instrument covered by such form of proxy to be registered until the earlier of the conclusion of the meeting and its adjournment for want of a quorum.

 

7.                                       The executors or administrators of a deceased Holder of a Registered Instrument (not being one of several joint Holders) and in the case of the death of one or more of several joint Holders the survivor or survivors of such joint Holders shall be the only persons recognised by SEK as having any title to such Registered Instruments.

 

126



 

8.                                       Any person becoming entitled to any Registered Instruments in consequence of the death or bankruptcy of the Holder of such Registered Instruments may, upon producing such evidence that he holds the position in respect of which he proposes to act under this paragraph or of his title as the relevant Registrar may require (including legal opinions), become registered himself as the Holder of such Registered Instruments or, subject to those Regulations, the Registered Instruments and the Conditions as to transfer, may transfer such Registered Instruments.  SEK and the relevant Registrar may retain any amount payable upon the Registered Instruments to which any person is so entitled until such person shall be so registered or shall duly transfer the Registered Instruments.

 

9.                                       Unless otherwise requested by him and agreed by SEK and the relevant Registrar, the Holder of any Registered Instrument shall be entitled to receive only one Instrument Certificate in respect of his holding.

 

10.                                The joint Holders of a Registered Instrument shall be entitled to one Instrument Certificate only in respect of their joint holding which shall, except where they otherwise direct, be delivered to the joint Holder whose name appears first in the Register in respect of the joint holding.

 

11.                                Where there is more than one transferee (to hold other than as joint Holders), separate forms of transfer (obtainable from the Specified Office of the relevant Registrar or any Transfer Agent) must be completed in respect of each new holding.

 

12.                                A Holder of Registered Instruments may transfer all or part only of his holding of Registered Instruments provided that both the principal amount of Registered Instruments transferred and the principal amount of the balance not transferred are a Specified Denomination.  Where a Holder of a Registered Instruments has transferred part only of his holding comprised therein there shall be delivered to him an of Registered Instruments, a new Instrument Certificate in respect of the balance of such holding will be delivered to him.

 

13.                                SEK and the relevant Registrar shall, save in the case of the issue of replacement Registered Instruments pursuant to Condition 18 ( Replacement of Instruments ), make no charge to the Holders for the registration of any holding of Registered Instruments or any transfer thereof or for the issue of any Registered Instruments or for the delivery thereof at the Specified Office of the Registrar or by uninsured post to the address specified by the Holder, but such registration, transfer, issue or delivery shall be effected against such indemnity from the Holder or the transferee thereof as the relevant Registrar may require in respect of any tax or other duty of whatever nature which may be levied or imposed in connection with such registration, transfer, issue or delivery.

 

14.                                Provided a transfer of a Registered Instrument is duly made in accordance with all applicable requirements and restrictions upon transfer and the Registered Instrument(s) transferred are presented to the relevant Registrar in accordance with the Fiscal Agency Agreement and these Regulations, and subject to unforeseen circumstances beyond the control of the relevant Registrar arising, the relevant Registrar will, within five business days of a request for transfer being duly made, deliver at its Specified Office to the transferee or despatch by uninsured post (at the request and risk of the transferee) to such address as the transferee entitled to the

 

127



 

Registered Instruments in relation to which such Instrument Certificate is issued may have specified, an Instrument Certificate in respect of which entries have been made in the relevant Register, all formalities complied with and the name of the transferee completed on the Instrument Certificate on behalf of the relevant Registrar.  In the case of a transfer of part only of a Registered Instrument, a new Instrument Certificate in respect of the balance of the Registered Instrument transferred will be so delivered to the transferor by or on behalf of the relevant Registrar; and, for the purposes of this paragraph, “business day” means a day on which commercial banks are open for business (including dealings in foreign currencies) in the cities in which the relevant Registrar has its Specified Office.

 

15.                                No transfer of a DTC Registered Instrument may be effected unless:

 

(a)                                  such Instrument is transferred in a transaction that does not require registration under the Securities Act and is not in violation of the United States Investment Company Act of 1940;

 

(b)                                  such transfer is effected in accordance with the provisions of any restrictions on transfer specified in the legends (if any) set forth on the face of the Instrument Certificate issued in relation to such Instrument;

 

(c)                                   the transferee delivers to the DTC Registrar a form of transfer (including any certification as to compliance with restrictions on transfer included in such form of transfer) endorsed on the Instrument Certificate issued in relation to such Instrument; and

 

(d)                                  if SEK so requests, the DTC Registrar receive an opinion of counsel satisfactory to all of them.

 

16.                                If DTC Instrument Certificates are issued upon the transfer, exchange or replacement of DTC Instrument Certificates not bearing the Rule 144A Legend, the DTC Instrument Certificates so issued shall not bear the Rule 144A Legend.  If DTC Instrument Certificates are issued upon the transfer, exchange or replacement of DTC Instrument Certificates bearing the Rule 144A Legend, or if a request is made to remove the Rule 144A Legend from an DTC Instrument Certificate, the DTC Instrument Certificates so issued shall bear the Rule 144A Legend, or the Rule 144A Legend shall not be removed (as the case may be) unless there is delivered to SEK and the DTC Registrar such evidence (which may include an opinion of counsel reasonably satisfactory to SEK) as may be reasonably required by SEK that neither the Rule 144A Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act or that the DTC Registered Instruments in relation to which such DTC Instrument Certificates are issued are not “restricted securities” within the meaning of Rule 144 under the Securities Act.  Upon receipt of written notification from SEK that the evidence presented is satisfactory, the DTC Registrar shall authenticate and deliver a DTC Instrument Certificate that does not bear the Rule 144A Legend.  If:

 

(a)                                  the Rule 144A Legend is removed from the face of an Instrument Certificate and the Instrument in respect of which such Instrument Certificate is issued is subsequently held by SEK or an Affiliate of SEK; and

 

128



 

(b)                                  the DTC Registrar is notified in writing by SEK that the Instrument in respect of which such Instrument Certificate is issued is so held,

 

then the Rule 144A Legend shall be reinstated and SEK and/or the Transfer Agent shall, upon its acquisition of such a Instrument or upon obtaining actual knowledge that such Instrument is held by such Affiliate, notify the DTC Registrar thereof in writing.

 

17.                                Notwithstanding any provision to the contrary herein, so long as DTC Registered Instruments are represented by a Global Instrument Certificate which are held by or on behalf of DTC, transfers, exchanges or replacements of the DTC Registered Instruments represented thereby such Global Instrument Certificates shall only be made in accordance with the legends relating to DTC set forth thereon.

 

129



 

SCHEDULE 12

THE SPECIFIED OFFICES OF THE PAYING AGENTS AND THE REGISTRARS

 

The Fiscal Agent:

 

Deutsche Bank AG, London Branch

 

Address:

Winchester House

 

1 Great Winchester Street

 

London EC2N 2DB

 

 

Fax:

+44 (0) 207 547 6149

E-mail:

TSS-GDS.EUR@db.com

Attention:

Debt and Agency Services

 

The International Registrar, Luxembourg Paying Agent and Transfer Agent:

 

Deutsche Bank Luxembourg S.A.

 

Address:

2 Boulevard Konrad Adenauer

 

L-1115 Luxembourg

 

 

Fax:

+352 433 136

Attention:

Coupon Paying Department

 

The Irish Paying Agent:

 

Deutsche International Corporate Services (Ireland) Limited

 

Address:

Sixth Floor, Pinnacle 2

 

Eastpoint Business Park

 

Dublin 3

 

Ireland

 

 

Fax:

+353(1)6806 050

Attention:

Deutsche International Corporate Services (Ireland) Limited

 

DTC Registrar, DTC Paying Agent and DTC Transfer Agent

 

Deutsche Bank Trust Company Americas

 

Address:

60 Wall Street

 

New York, NY 10005

 

United States of America

 

 

Fax:

+1 212 797 8614

Attention:

Corporate Trust and Agency Services

 

130



 

With a copy to:

 

Deutsche Bank National Trust Company

 

Address:

100 Plaza One, 6th Floor

 

MS: 0699

 

Jersey City, NJ 07311-3901

 

United States of America

 

 

Fax

+ 1 732 578-4635

Attn:

Trust & Securities Services

 

131



 

SCHEDULE 13

DUTIES UNDER THE ISSUER-ICSDS AGREEMENT

 

In relation to each Tranche of Instruments that are, or are to be, represented by an NGI Temporary Global Instrument or an NGI Permanent Global Instrument, the Fiscal Agent will comply with the following provisions:

 

1.                                       Initial issue outstanding amoun t:  The Fiscal Agent will inform each of the ICSDs, through the Common Service Provider appointed by the ICSDs to service the Instruments, of the initial issue outstanding amount (the “ IOA ”) for such Tranche on or prior to the relevant Issue Date.

 

2.                                       Mark up or mark down :  If any event occurs that requires a mark up or mark down of the records which an ICSD holds for its customers to reflect such customers’ interest in the Instruments, the Fiscal Agent will (to the extent known to it) promptly provide details of the amount of such mark up or mark down, together with a description of the event that requires it, to the ICSDs (through the Common Service Provider) to ensure that the IOA of the Instruments remains at all times accurate.

 

3.                                       R econciliation of records :  The Fiscal Agent will at least once every month reconcile its record of the IOA of the Instruments with information received from the ICSDs (through the Common Service Provider) with respect to the IOA maintained by the ICSDs for the Instruments and will promptly inform the ICSDs (through the Common Service Provider) of any discrepancies.

 

4.                                       Resolution of discrepancie s:    The Fiscal Agent will promptly assist the ICSDs (through the Common Service Provider) in resolving any discrepancy identified in the IOA of the Instruments.

 

5.                                       Details of payment s:  The Fiscal Agent will promptly provide the ICSDs (through the Common Service Provider) details of all amounts paid by it under the Instruments (or, where the Instruments provide for delivery of assets other than cash, of the assets so delivered).

 

6.                                       Change of amoun t:   The Fiscal Agent will (to the extent known to it) promptly provide to the ICSDs (through the Common Service Provider) notice of any changes to the Instruments that will affect the amount of, or date for, any payment due under the Instruments.

 

7.                                       Notices to Holders of Instruments :  The Fiscal Agent will (to the extent known to it) promptly provide to the ICSDs (through the Common Service Provider) copies of all information that is given to the holders of the Instruments.

 

8.                                       Communications from ICSDs :   The Fiscal Agent will promptly pass on to SEK all communications it receives from the ICSDs directly or through the Common Service Provider relating to the Instruments.

 

9.                                       Default :  The Fiscal Agent will (to the extent known to it) promptly notify the ICSDs (through the Common Service Provider) of any failure by SEK to make any payment or delivery due under the Instruments when due.

 

132



 

SCHEDULE 14

FORM OF TRANSFER CERTIFICATE

 

Deutsche Bank Trust Company Americas

 

as DTC Registrar

 

AB SVENSK EXPORTKREDIT (publ)

(Swedish Export Credit Corporation)

( Incorporated in the Kingdom of Sweden with limited liability )

 

Unlimited Programme for the Continuous Issuance of Debt Instruments

[ Currency ] [ Amount ]

[ Title ]

(the “ Instruments ”)

 

We refer to the fiscal agency agreement dated 27 March 2015 (as amended or supplemented from time to time, the “ Fiscal Agency Agreement ”) in relation to the Instruments of AB Svensk Exportkredit (publ) (“ SEK ”) and made between SEK, Deutsche Bank Trust Company Americas as DTC Registrar (the “ DTC Registrar ”, which expression includes any successor registrar appointed from time to time in connection with the Instruments), Deutsche Bank Luxembourg S.A. as transfer agent, Deutsche Bank AG, London Branch as fiscal agent and the other paying agents named therein.  Capitalised terms used but not defined herein shall have the meanings given to them in the Fiscal Agency Agreement.  Other terms shall have the meanings given to them in Regulation S under the United States Securities Act of 1933, as amended (the “ Securities Act ”).

 

We, as transferor (the “ Transferor ”) of [Currency]                       in principal amount of our beneficial interest in Instruments represented by the [Unrestricted/Restricted] ( delete as appropriate ) Global Instrument Certificate, hereby request a transfer of ( tick one of the following boxes ):

 

1.

o           our beneficial interest in the Unrestricted Global Instrument Certificate (ISIN: [ · ], Common Code: [ · ], CUSIP Number: [ · ]) to a purchaser wanting to receive a beneficial interest in the Restricted Global Instrument Certificate (ISIN: [ · ], Common Code: [ · ], CUSIP Number: [ · ]); or

 

 

2.

o           our beneficial interest in the Restricted Global Instrument Certificate to a purchaser wanting to receive a beneficial interest in the Unrestricted Global Instrument Certificate (TICK BOX B OR C BELOW, AS APPLICABLE).

 

In connection with such request, and in respect of such Instruments, we, the Transferor, hereby certify that such Instruments are being transferred in accordance with the transfer restrictions set forth in the [Final Terms/ Pricing Supplement /Drawdown Prospectus] dated [ · ] relating to the Instruments and any legend on the relevant Global Instrument Certificate and that we are transferring such Instrument(s) ( tick one of the following boxes ):

 

(A)                                                                                o           to a person whom the Transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion;

 

133



 

such person and each such account is a qualified institutional buyer (as defined in Rule 144A under the Securities Act); the purchaser is aware that the sale to it is being made in reliance upon Rule 144A; and such transaction meets the requirements of Rule 144A and is in accordance with any applicable securities laws of any state of the United States or any other jurisdiction;

 

OR

 

(B)                                                                                       o                                     in accordance with Regulation S under the Securities Act, and, accordingly, we hereby certify that:

 

(i)                                       the offer of the Instruments was not made to a person in the United States;

 

( tick box for one of alternative sub-paragraphs (ii) as appropriate )

 

o                                  (ii)          at the time the buy order was originated, the buyer was outside the United States or the Transferor or any person acting on its behalf reasonably believed that the buyer was outside the United States;

 

OR

 

o                             the transaction was executed in or on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States;

 

(iii)          no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

 

(iv)          the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;

 

OR

 

(C)                                                                                       o           pursuant to an exemption from registration provided by Rule 144 under the Securities Act, if available.

 

If none of the foregoing boxes is checked, the DTC Registrar shall not be obliged to effect the exchange of interests in the Global Instrument Certificates to reflect the transfer of the beneficial interests in the Global Instrument Certificate contemplated by this transfer certificate.

 

134



 

This certificate and the statements contained herein are made for your benefit and the benefit of SEK.

 

 

Yours faithfully,

 

 

 

 

 

 

 

for and on behalf of

 

[ Transferor ]

 

 

 

Date:

 

 

 

135



 

SIGNATURES

 

ABS EXPORTKREDIT (publ)

 

 

 

 

 

By:

/s/ Per Åkerlind

 

By:

/s/ Erik Haden

 

Per Åkerlind

 

 

Erik Haden

 

Head of Treasury and Capital Management & Executive Vice President

 

 

Senior Director
Head of Treasury

 

 

 

DEUTSCHE BANK AG, LONDON BRANCH

 

 

 

(as Fiscal Agent)

 

 

 

By:

/s/ S Ferguson

 

By:

/s/ Robert Rebb

 

S Ferguson

 

 

Robert Rebb

 

Vice President

 

 

Vice President

 

 

DEUTSCHE BANK LUXEMBOURG S.A.

 

 

(as International Registrar, Luxembourg Paying Agent and Transfer Agent)

 

By:

Illegible

By:

/s/ S Ferguson

 

 

 

S Ferguson

 

 

 

Attorney

DEUTSCHE BANK TRUST COMPANY AMERICAS

 

 

 

(as DTC Registrar, DTC Paying Agent and DTC Transfer Agent)

 

 

 

By:

/s/ Jeffrey Schoenfeld

 

 

 

Jeffrey Schoenfeld

 

 

Assistant Vice President

 

 

 

for and on behalf of DEUTSCHE BANK TRUST COMPANY AMERICAS

 

 

DEUTSCHE BANK NATIONAL TRUST COMPANY

 

 

 

 

 

DEUTSCHE INTERNATIONAL CORPORATE SERVICES (IRELAND) LIMITED

 

(as Irish Paying Agent)

 

 

 

By:

Eimir McGrath

By:

Carmel Naughton

 

Authorised Signatory

 

Authorised Signatory

 

136


Exhibit 7.1

 

STATEMENT OF RATIOS OF EARNINGS TO FIXED CHARGES

 

Calculation of Ratios of Earnings to Fixed Charges

for SEK excluding the S-system

on the Basis of IFRS

 

 

 

Year end December 31,

 

(Skr millions, except for ratios)

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Fixed Charges:

 

 

 

 

 

 

 

Interest expenses

 

1,173

 

2,196

 

2,603

 

Earnings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit

 

1,187

 

1,260

 

1,090

 

Taxes

 

348

 

369

 

318

 

Fixed charges

 

1,173

 

2,196

 

2,603

 

 

 

2,708

 

3,825

 

4,011

 

Ratio of earnings to fixed charges

 

2.31

 

1.74

 

1.54

 

 

For the purpose of calculating ratios of earnings to fixed charges, earnings consist of net profit for the year, plus taxes and fixed charges. Fixed charges consist of interest expenses, including borrowing costs, of SEK.

 


Exhibit 8.1

 

List of Subsidiaries

 

Subsidiaries as of the end of the year covered by this annual report are:

 

· Venantius AB and its wholly owned subsidiary VF Finans AB, each of which is incorporated in Sweden.

 


Exhibit 12.1

 

CERTIFICATIONS

 

I, Catrin Fransson, certify that:

 

1.                           I have reviewed this annual report on Form 20-F of Swedish Export Credit Corporation;

 

2.                           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4.                           The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

 

5.                           The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

February 26, 2016

 

 

 

/s/ Catrin Fransson

 

Catrin Fransson

 

Chief Executive Officer

 

 



 

I, Per Åkerlind, certify that:

 

1.                           I have reviewed this annual report on Form 20-F of Swedish Export Credit Corporation;

 

2.                           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4.                           The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

 

5.                           The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

February 26, 2016

 

 

 

/s/ Per Åkerlind

 

Per Åkerlind

 

Head of Treasury and Capital Management & Executive Vice President

 



 

I, Susanna Rystedt, certify that:

 

1.                           I have reviewed this annual report on Form 20-F of Swedish Export Credit Corporation;

 

2.                           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4.                           The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

 

5.                           The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

 

February 26, 2016

 

 

 

 

 

/s/ Susanna Rystedt

 

Susanna Rystedt

 

Executive Director, Chief Administrative Officer

 

 


Exhibit 13.1

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Annual Report on Form 20-F of Swedish Export Credit Corporation (the “Company”) for the period ending December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Catrin Fransson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350 as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)          The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ Catrin Fransson

 

Catrin Fransson

 

Chief Executive Officer February 26, 2016

 

 



 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Annual Report on Form 20-F of Swedish Export Credit Corporation (the “Company”) for the period ending December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Per Åkerlind, Executive Director and Chief Operating Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)          The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ Per Åkerlind

 

Per Åkerlind

 

Head of Treasury and Capital Management & Executive Vice President

February 26, 2016

 

 



 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Annual Report on Form 20-F of Swedish Export Credit Corporation (the “Company”) for the period ending December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Susanna Rystedt, Executive Director and Chief Administrative Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)          The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ Susanna Rystedt

 

Susanna Rystedt

 

Executive Director, Chief Administrative Officer

 

February 26, 2016

 

 


Exhibit 14.1

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333- 178202) of AB Svensk Exportkredit (Swedish Export Credit Corporation) (the “Company”) and in the related prospectus of our report dated February 26, 2016, with respect to the consolidated financial statements of the Company, included in this Annual  Report on Form 20-F for the year ended December 31, 2015

 

 

Stockholm, Sweden

/s/ Ernst & Young AB

 

 

February 26, 2016