Stadshypotek (part of the Handelsbanken Group)

Stadshypotek (part of the Handelsbanken Group) Investor presentation September 13-17, 2010

Key highlights Stadshypotek and the covered bond program Stadshypotek is a wholly-owned mortgage subsidiary, acquired in 1997 Since 1998 Stadshypotek reports net loan loss recoveries Cover pool operating within a strong Swedish legislation Stadshypotek s Swedish cover pool has a Aaa rating Recurrent and committed covered bond issuer Handelsbanken Group and economic overview Handelsbanken s credit rating: AA- / AA- / Aa2 from S&P / Fitch / Moody s Conservative risk profile, conservative underwriting standards results in sustained low credit loss levels in the Handelsbanken Group Strong capitalization, minimal mismatches and diversified funding sources No government guaranteed funding or use of central bank liquidity facilities No equity rights issue has been done during the recent financial turbulence Swedish economy in a good health strong GDP growth and prudent fiscal situation 2

Table of contents Executive summary Handelsbanken Group profile and business model Funding Stadshypotek and its covered bonds Swedish economy and the Swedish mortgage market Swedish covered bond legislation Summary and conclusions Appendix 3

Executive summary - Handelsbanken Group Stadshypotek is a leading Swedish mortgage institution wholly owned by Svenska Handelsbanken AB (publ) and part of the Handelsbanken Group Handelsbanken is a universal bank established 1871, headquartered in Stockholm Handelsbanken s long term credit ratings are AA- / AA- / Aa2 from S&P / Fitch / Moody s, all ratings with stable outlook Aaa rated (Moody s) assets/ covered bonds issued by Stadshypotek Low sustained level of credit losses Throughout this presentation, the FX-rate of 7.50 SEK/1 USD has been used 4

5 Handelsbanken Group profile and business model

Business model of Handelsbanken Group Handelsbanken Group strategic goal To have a higher return on equity on an after-tax basis than a weighted average of other listed Nordic and United Kingdom banks by having more satisfied clients and lower costs than peers Decentralisation Non-negotiable The branch is the bank No bonus Credit policy Business control system Responsibility and Accountability Customer No central marketing No budget 6

Handelsbanken Group credit policy Credit Responsibility Credit responsibility at branch level Customer and credit responsibility closely related Each branch is fully accountable internally for granting credits If necessary, the branch obtains support from the regional head office and the central credit department Basic Guidelines The assessment starts with the borrower s repayment capacity Weak repayment capacity can never be offset by collateral or high margins Quality requirements must never be neglected in favour of large volume Credits must normally be adequately secured The Handelsbanken Group establishes the credit policy and Stadshypotek as a part of the Handelsbanken Group follows that policy 7

CDS spreads Sovereign 5y CDS 5y Senior CDS bps bps 250 917 bps 200 150 369 322 100 215 234 50 77 77 24 30 36 41 37 46 153 122 103 102 105 89 90 66 70 70 59 0 Source: Bloomberg as of 9 September, 2010 8 106 128 125 132 173 206 Portugal Greece SHB DnB Nor Danske Nordea SEB Swedbank BNP CS DB Barclays Unicredit UBS Intesa SocGen CA Santander BBVA 1000 900 800 700 600 500 400 300 200 100 0 Norway Finland Sweden Germany Denmark Netherlands UK France Italy Spain Ireland Source: Bloomberg as of 9 September, 2010

Handelsbanken Group s loans to the public, Dec 31, 2009 Stadshypotek Stadshypotek represents 46.4% of total lending to the public in Handelsbanken Group 9

10 Funding

Funding of the Handelsbanken Group incl Stadshypotek Funding strategy Continue to benefit from strong deposit base Further increase the share of medium and long term bonds Access domestic and international markets Actively develop debt investor relations Diversify sources of funding in wholesale as widely as possible Maintain low interest rate risk level Covered bonds domestic and international issuance No government guaranteed funding or use of central bank liquidity facilities No exit issues! Funding Programs Unit:millions Program Currency Size Medium Term Notes (domestic) SEK 100 000 Euro Medium Term Notes USD 50 000 US Commercial Paper USD 7 000 US Commercial Paper (Stadshypotek) USD 5 000 Euro Commercial Paper EUR 5 000 Euro Commercial Paper (Stadshypotek) EUR 4 000 Swedish Commercial Paper SEK 25 000 Swedish Commercial Paper (Stadshypotek) SEK 90 000 French Certificates of Deposit EUR 5 000 US Extendible Notes USD 15 000 Domestic Covered Bonds (Stadshypotek) SEK No limit Euro Covered Bonds (Stadshypotek) EUR 15 000 US Medium Term Notes, 144A USD 15 000 US Certificates of Deposit USD No limit Available funding programs are diversified in terms of currency and maturity 11

12 Stadshypotek and its covered bonds

Stadshypotek an overview Founded in 1865 A wholly-owned subsidiary of Svenska Handelsbanken AB (publ) since 1997 Credit market company supervised by the Swedish Financial Supervisory Authority ( SFSA ) Total lending to the public amounted to SEK 685 bn as of December 31, 2009 One of the two largest Swedish mortgage lenders with a 24.9 % share of the private market and a 30.4% share of the corporate market in 2009 Loan origination and service through Handelsbanken s branch network As of December 31, 2009, the private market, consisting of mortgages on single-family or twofamily houses, second homes, residential farms and shares in housing co-ops, accounts for 69.2% of Stadshypotek s total loans to the public Aaa rating by Moody s for Stadshypotek covered bonds Stadshypotek Funding Structure December 31, 2009 Covered Bonds Euromarket Domestic Covered Bonds Loans from Parent Company USCP/ECP Domestic CP Retail bonds Repos At fair value 13

Stadshypotek competitive strengths Access to and integration with the Handelsbanken network Lending business fully integrated with the Handelsbanken Group s branch network Significant operational synergies with the Handelsbanken Group High level of customer satisfaction Based on various independent customer satisfaction surveys Leading market position and brand reputation Strong risk management processes Risk management is the primary focus at all levels of the Handelsbanken Group including Stadshypotek 14

Stadshypotek s strategy Stadshypotek s overall strategic goal is to contribute to the Handelsbanken Group s overall strategic goal. To achieve this, Stadshypotek seeks to: Grow Stadshypotek s loan portfolio through focus on the customer Business based on the customer s needs Continuous efforts to develop and improve Stadshypotek s product offering Target customers with steady income and above average account balances Stadshypotek is not a mass market mortgage lending institution Manage Stadshypotek s credit risk through focus on credit quality Stadshypotek places a higher priority on credit quality than loan volume Expand in key international markets Stadshypotek intends to establish a branch in Finland, where, as of June 30, 2010, the Handelsbanken Group has 45 branches 15

Stadshypotek - Key characteristics of the Swedish cover pool Current available pool size (June 30, 2010) SEK 603 bn (USD 80.4 bn) Geographical distribution June 30, 2010 Asset types Loans secured by mortgages and loans to the public sector 8% 12% 35% Stockholm Göteborg Malmö Asset distribution 92% Residential, 2% Public, 2% Agricultural, 4% Commercial, No Substitute Assets 14% East excl Stockholm West excl Göteborg South excl Malmö North 16% 5% 10% Geographical distribution Throughout Sweden with a concentration in urban areas Average loan size SEK 467,800 (USD 62,373) Collateral type distribution June 30, 2010, % Weighted Average Max- 49.2% LTV Voluntary O/C Yes 10% 24% 4% 2% 2% Single Family Houses Tenant Owner Units Multi-family Houses Commercial Agricultural Pool type Dynamic, pool continuously changing 17% Public Sector Loans originated by Handelsbanken s branch network 51% Published on www.handelsbanken.se/ireng, section Debt investors/cover pool data 16

Stadshypotek - Key characteristics of the Swedish cover pool LTV distribution June 30, 2010 30.00% 25.00% 20.00% 15.00% 10.00% 5.00% 0.00% 0-10% 10-20% 20-30% 30-40% 40-50% 50-60% 60-70% 70-75% Low LTV reflects a seasoned loan portfolio. Prudent valuation. Interest index distribution Floating rate 60 % Fixed rate 40 % Issuance in the Swedish domestic market SEK 358 bn (USD 47.7 bn) outstanding bonds as of June 30, 2010 (nominal amount). The outstanding volume is concentrated in the 2-5y segment, but in the domestic market the issuers buy back bonds well ahead of the redemptions to decrease the refinancing risk over time. 40% Issuance under EMTCN program SEK 70bn (USD 9.3 bn) outstanding bonds as of June 30, 2010 (nominal amount). Latest EUR benchmark of EUR 1.25bn issued in April 2010. 69% Published on www.handelsbanken.se/ireng, section Debt investors/cover pool data 17

Euro Covered Bond Secondary Performance Stadshypotek s Covered Bond Performance vs. the Overall Credit Market Performance of Benchmark Covered Bonds Z-Spread 50 CDS 140 45 120 40 100 35 80 60 30 40 25 20 20 0 24/09/09 05/11/09 17/12/09 01/02/10 15/03/10 28/04/10 09/06/10 21/07/10 01/09/10 3.75% Dec-2013 3% Oct-2014 2.75% Apr-2015 itraxx Europe Main 18 Source: Bloomberg, CBBT

19 Swedish economy and the Swedish mortgage market

Key highlights Sweden Sweden experienced a severe financial crisis in 1991, teaching the banks the importance of prudency and strong balance sheets which helped during the latest financial crisis The mortgage market is very well established and stable with hardly any credit losses in the entire Swedish system Sweden chose not to join EMU and still has its Swedish Krona, SEK Export oriented economy performing well again and prudent fiscal situation Key figures Sweden 2008 2009 2010f 2011f 2012f Household consumption, % change -0.1-0.8 2.8 2.3 2.4 Government consumption, % change 1.3 1.7 1.2 1.0 0.8 Fixed investments, % change 1.7-16.0 5.4 5.5 5.8 Exports, % change 1.4-12.4 10.0 5.1 5.8 Imports, % change 2.9-13.2 11.8 6.1 6.0 GDP, cal adjusted, % change -0.4-5.1 4.1 2.4 2.7 Unemployment, % 6.1 8.4 8.6 8.0 7.9 CPI, % 3.4-0.3 1.1 1.6 1.9 Wages, % change 4.3 3.4 2.0 2.3 3.0 Current account, % of GDP 8.8 7.2 6.3 6.0 6.3 Population 9.38 million as of 31 July, 2010 20 Source: Handelsbanken Capital Markets and Statistics Sweden

A comparison with Canada and France Across a series of indicators, Sweden compares favourably to Canada and France Overall stock market performance over the last 5 years paints the same positive picture Comparative statistics 2009 Sweden Canada France Population growth 0.84% 0.26% 0.50% GDP per capita (PPP adj.) $36,961 $39,078 $33,058 Public debt per capita (USD) 17,358 16,416 26,360 Budget deficit (% 2009) 0.5% 4.8% 7.5% Sovereign debt rating AAA / Aaa / AAA AAA / Aaa / AAA AAA / Aaa / AAA Central bank key rate 0.75% 1% 1% Sources: Bloomberg, Statistics Sweden, Statistics Canada, Eurostat Comparative Stock Market Performance CAC, TSX, OMX 170 150 130 110 90 70 21 50 11/02/2005 05/08/2005 27/01/2006 21/07/2006 12/01/2007 06/07/2007 28/12/2007 20/06/2008 12/12/2008 05/06/2009 27/11/2009 21/05/2010 Source: Bloomberg TSX CAC OMX

Some Swedish demographics Swedish population growing close to 1% in 2010, corresponding to +81,000 people Population growth 2011-2015 forecast by Statistics Sweden on average +66,000 people per year Number Number of of completed dwellings vs vs population growth, growth, Sweden Sweden 80,000 70,000 60,000 One- or two-dwelling buildings Multi-dwelling buildings Population growth Residential construction, pct of GDP 50,000 40,000 30,000 20,000 10,000 0 1964 1969 1974 1979 1984 1989 1994 1999 2004 2009* Source: Statistics Sw eden Data up to and including 2009 22

Sweden has solid public finances General government debt, pct of GDP Percent General government debt, pct of GDP 85 EMU 80 75 70 65 60 55 50 45 Sweden 40 35 90 92 94 96 98 00 02 04 06 08 10 Source: Reuters EcoWin SEK (billions) 200 150 100 50 0-50 -100-150 -200 Net state borrowing requirement Net state borrowing requirement running 12 mths 02 03 04 05 06 07 08 09 10 Source: Reuters EcoWin 23

Household finances are strong in Sweden Household debt, pct of GDP Household debt, pct of GDP Household savings rate Household savings rates 130 120 110 100 90 80 70 60 50 40 30 Denmark US UK Norway Sweden Finland percent of disposable income 15,0 12,5 10,0 7,5 5,0 2,5 0,0 Sweden Germany UK US 20-2,5 96 98 00 02 04 06 08 94 96 98 00 02 04 06 08 10 Source: Eurostat Source: Reuters EcoWin 24

Housing affordability is high in Sweden Housing affordability House prices Source: Swedbank and NAR Source: Reuters EcoWin 25

Swedish domestic covered bond market Benchmark system established in early 1990 s 5 active market-makers (the Swedish big banks + Danske Bank) quoting bid/ask on all outstanding benchmark bonds Daily taps of the outstanding bonds. Typical deal volume SEK 50-200 m (USD 7-30 m), but can be between SEK 1 million and a couple of billion SEK Issuance 2007-2009 almost USD 50bn per year, of which Stadshypotek stands for 25-30% Total outstanding volume in the Swedish domestic covered bond market as of Dec 31, 2009 was approximately USD 142 bn Strong demand from Swedish pension funds and insurance companies, and also from consumer savings funds Market has been open without interruption during the recent financial crisis Source: Association of Swedish Covered Bonds Issuers, www.ascb.se 26

Swedish mortgage market - market share (private) 35,0% 30,0% 25,0% 20,0% 15,0% 10,0% 5,0% 0,0% Danske Bank DnB NOR LF Hypotek Nordea SBAB SEB Skandia banken Stads hypotek Swed bank dec-2007 3,9% 0,0% 3,3% 14,7% 8,0% 13,9% 1,1% 25,4% 29,6% dec-2008 4,4% 0,4% 3,4% 14,6% 7,5% 13,8% 1,2% 25,4% 29,3% dec-2009 4,0% 0,4% 3,8% 14,9% 8,0% 14,1% 1,3% 24,9% 28,6% 27 Source: Swedish Bankers Association

Key characteristics of Swedish residential market Market for rented housing is regulated -> rental levels in the large cities are below market level and contracts for rented apartments are extremely difficult to obtain For newly built rented multi-family dwellings, rents have to be negotiated with the Swedish Union of Tenants which has limited the number of projects started As a result, housing prices and prices for tenant-owned units have been supported by an increasing demand vs a limited supply Buying homes to let is rare, as it is legally restricted in order to protect the tenant. No tax incentives either to own more homes than you occupy 28

29 Swedish covered bond legislation

Swedish covered bond legislation Swedish Covered Bonds (Säkerställda Obligationer) Specialist banking principle No, issuance of covered bonds is subject to a licence Subsitute collateral Max. 20% of total cover pool (up to 30% within limited period with special approval from the SFSA) Eligible cover assets Mortgage loans (max. 10% commercial), public sector loans Legally anchored preferential claim in bankruptcy Yes (cover assets) including claims of derivatives counterparties Derivatives allowed as cover assets Yes Matching principle Issuer must ensure nominal coverage, net present value and cash flow matching. Regional constraint on collateral assets Mortgage: EEA Public: OECD Mandatory overcollateralization (OC) No Mortgage loan-to-value limits Residential 75 % Agricultural 70 % Commercial 60 % Stress tests Yes, NPV cover must hold even after a 1% upward and downward shift in the yield curve and a 10% change in the currency Valuation Market value (excluding speculative and temporary circumstances) Supervisory body Swedish Financial Supervisory Authority (Finansinspektionen), SFSA Mark to market of collateral No formal requirement to revalue properties. The issuer should monitor property prices and revalue in case of significant drop (generally interpreted as 15% drop) Direct supervision / Independent trustee Yes Cover register Yes, but no segregation between public and mortgage. Only one single register (mainly mortgage) Art. 22(4) UCITS directive / CRD fulfilled Yes => 10% risk weighting in most European jurisdictions Cover assets Remain on the balance sheet Expected Ratings Aaa 30 Asset segregation in case of bankruptcy In case of insolvency, the registered cover assets, the covered bonds and derivative contracts are segregated from the general bankruptcy estate. If the proceeds are insufficient to repay all liabilities on covered bonds, covered bond holders and derivatives counterparties would have a claim against the general estate ranking pari passu with joint seniority in relation to the cover pool For more details on Swedish Covered Bonds please look at the webpage of The Association of Swedish Covered Bond Issuers, www.ascb.se

31 Summary and conclusions

Key highlights Stadshypotek and the covered bond program Stadshypotek is a wholly-owned mortgage subsidiary, acquired in 1997 Since 1998 Stadshypotek reports net loan loss recoveries Cover pool operating within a strong Swedish legislation Stadshypotek s Swedish cover pool has a Aaa rating Recurrent and committed covered bond issuer Handelsbanken Group and economic overview Handelsbanken s credit rating: AA- / AA- / Aa2 from S&P / Fitch / Moody s Conservative risk profile, conservative underwriting standards results in sustained low credit loss levels in the Handelsbanken Group Strong capitalization, minimal mismatches and diversified funding sources No government guaranteed funding or use of central bank liquidity facilities No equity rights issue has been done during the recent financial turbulence Swedish economy in a good health strong GDP growth and prudent fiscal situation 32

33 Appendix

Property valuation principles Single family houses and summer houses have a governmental monitored taxation value The taxation value in combination with external statistical data of the recent property transactions countywise is used to assess a marketvalue. If statistical data shows recent transactions at 1.5 times the taxation value, then the valuations in our loanbook should be adjusted (up or down) to that level. In other words valuations are indexed. Tenant owner units Purchase price is the ground for original valuation Monthly monitoring of market movements using external statistical data countywise and adjustment of valuations accordingly Valuations not automatically indexed Multi family houses Complete valuation. Meaning that an authorized valuation officer (internal or external) physically examines the property. Taking into assessment not only the condition of the property but also the neighbourhood and both legal and financial statements 34

Property valuation principles cont. Commercial real estate Complete valuation. Meaning that an authorized valuation officer (internal or external) physically examines the property. Taking into assessment not only the condition of the property but also the neighbourhood and both legal and financial statements Assessment of future revenues and optional future use. Agricultural Complete valuation. Meaning that an authorized valuation officer (internal or external) physically examines the property. Taking into assessment not only the condition of the property but also the neighbourhood and both legal and financial statements. In applicable cases value of future forest felling is deducted 35

Loan-To-Value calculation The Swedish covered bond issuers have agreed to calculate and present certain basic key statistics concerning their respective cover pools as uniformly as possible and calculate the LTV in the same manner. 36 Source: Association of Swedish Covered Bonds Issuers, www.ascb.se

Example mortgage lending in Sweden Loan Market value : 3 000 000 Mortgage lending value : 3 000 000 75% LTV: 2 250 000 Legal maturity: Flexible Initial Terms Interest: Fixed 5yr at 3.75% Amortization period: 50 years (Flexible) Amortization per year: 45 000 3.75% Fixed Rate Mortgage Re-negotiating terms of mortgage 37 2.75% Fixed Rate Covered Bond 5 Years 50 Years Re-financing

The role of Swedish Financial Supervisory Authority, SFSA SFSA grants Covered Bond license SFSA regulations and general guidelines (FFFS 2004:11) part of the legal framework The regulations and guidelines include: Property valuation principles Matching rules: PV calculations assets and liabilities Interest rate risk with stress tests in yield curve shifts Currency risk Minimum swap counterpart rating levels Independent Examiner s duties Actions against non-compliant issuers 38

The Swedish Covered Bond Issuance Act, a summary Entered into force on July 1, 2004 Issuance requires a licence from the Swedish Financial Supervisory Authority ( SFSA ) No differentiation between mortgage and public assets Cover assets, covered bonds and derivatives must be entered in a separate register, which is monitored by an independent supervisor appointed by the SFSA The cover pool must be matched on a nominal, net present value and cash flow basis. Stress tests in place Cover assets remain on the balance sheet of the Issuer New legislation rendering the administrator-in-bankruptcy possibility to take up third- part financing was enacted on June 1, 2010 For more details on Swedish Covered Bonds please look at the webpage of The Association of Swedish Covered Bond Issuers, www.ascb.se 39

The Swedish Covered Bond Issuance Act, a summary, contd. Functional legislation (non-specialist principle) Eligible collateral: Residential property (75% LTV) Agricultural property (70% LTV) Commercial property (60% LTV, max 10% of collateral pool) Substitute assets (max 20% of collateral pool) Asset pool, covered bonds and derivatives are separated from the bankruptcy estate Holders of covered bonds and derivative counterparts have a preferential claim on the asset pool Contractual payments assured for covered bond holders and derivative counterparts (timely payment) 40

Eligible cover assets Ordinary cover assets Mortgage loans on residential, agricultural, office and commercial property located in an EEA member state (LTV 75/70/60%) Site-leasehold rights and tenancy-ownership rights (LTV 75/60%) Loans to, bonds issued by or guaranteed by the central government, municipalities and comparable institutions in Sweden Loans to, bonds issued by or guaranteed by similar, 0% risk-weighted debtors based in the EU, EEA or OECD Substitute collateral assets 0% risk-weighted assets ie, cash and public sector assets 20% risk-weighted assets upon separate permission from the SFSA Covered bonds issued under the Swedish Covered Bond Act or other comparable legislation upon separate permission from the SFSA 41

Restraints on derivatives and cover assets Limits on cover assets Mortgage loans and tenancy-ownership rights on office and commercial properties: Not more than 10% of all collateral assets Substitute collateral assets: Not more than 20% of all collateral assets Loans in arrears for more than 60 days remain in cover pool but must not be used in calculation of matching requirements Derivatives Derivatives entered into for obtaining a balance between the financial conditions of the cover pool and the outstanding Covered Bonds must be entered in the Register Registered derivatives must not allow for automatic termination should the issuer default Registered derivatives and the cash flow generated by them will effectively become part of the cover pool upon issuer default 42

Asset liability matching requirements Nominal volume of the collateral pool > nominal volume of the Covered Bonds NPV of the collateral pool > NPV of the Covered Bonds taking into account derivatives Risk-adjusted NPV of the collateral pool > risk-adjusted NPV of the Covered Bonds assuming a permanent parallel shift of the curve by +100/-100bp assuming twists of the yield curve assuming a change of exchange rates by 10% on a sustained basis Cash flows generated from cover pool, derivatives and Covered Bonds must be sufficient to enable payments to holders of Covered Bonds and derivative counterparts at all times Satisfactory matching of the collateral pool and the outstanding Covered Bonds concerning interest rates, interest periods, and currency 43

Upon insolvency of an issuer of covered bonds Cover pool bankruptcy remoteness No acceleration of Covered Bonds outstanding upon the insolvency of the issuer No termination of registered derivative contracts upon the insolvency of the issuer Timely payment!! Isolation of registered cover assets, registered derivatives and assets in the separate account from other assets and liabilities of the insolvent issuer Bankruptcy procedures A bankruptcy receiver and a special representative would jointly act as bankruptcy receivers and - run the ordinary insolvency proceedings and manage the isolated cover pool - can sell (parts) of the cover assets e.g. in order to obtain liquidity to pay maturing bond - can enter into bridge facilities and other new debt. Government bill 2009/10:132 The cover pool, derivatives and Covered Bonds to be kept separated from the bankruptcy estate as long as stipulated matching requirements are met 44

Acceleration The outstanding Covered Bonds and the registered derivatives would accelerate if the cover assets would generate insufficient receipts to fully satisfy holders of outstanding Covered Bonds in time the asset liability matching deviates substantially from legal requirements Accelerating Covered Bonds would be pre-paid from the proceeds generated out of the liquidation of the cover assets Creditors of Covered Bonds and counterparties of registered derivative would rank pari passu and have a preferential claim on the cash from the liquidation With any unsatisfied claims, Creditors of Covered Bonds and counterparties of registered derivative would rank pari passu to other unsecured bondholders of the issuer with respect to assets outside the cover pool 45

Disclaimer This document and its contents are confidential and may not be reproduced, redistributed, published or passed on to any other person, directly or indirectly, in whole or in part, for any purpose. If this presentation has been received in error it must be returned immediately to Stadshypotek AB (publ) ( Stadshypotek ). This presentation is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of, or located in, any locality, state, country or other jurisdiction where such distribution or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. This presentation and the information contained herein are not an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the Securities Act ). Stadshypotek does not intend to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States. This document and its contents may not be viewed by persons within the United States (within the meaning of Regulation S under the Securities Act) other than qualified institutional buyers ( QIBs ) as defined in Rule 144A under the Securities Act ( Rule 144A ). The securities may not be offered or sold in the United States except to QIBs in reliance on Rule 144A or another exemption from, or transaction not subject to, the registration requirements of the Securities Act. This communication is directed solely at (i) persons outside the United Kingdom, (ii) persons with professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the Order ), (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of Stadshypotek or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons in (i)-(iv) above being relevant persons ). Any investment activity to which this communication relates will only be available to and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this communication. This presentation is not for publication, release or distribution in Australia, Canada or Japan. This presentation does not constitute or form part of, and should not be construed as, an offer or invitation to sell securities of Stadshypotek, or the solicitation of an offer to subscribe for or purchase securities of Stadshypotek, and nothing contained herein shall form the basis of or be relied on in connection with any contract or commitment whatsoever. Any decision to purchase any securities of Stadshypotek should be made solely on the basis of the final terms and conditions of the securities and the information to be contained in the prospectus or equivalent disclosure document produced in connection with the offering of such securities. Prospective investors are required to make their own independent investigations and appraisals of the business and financial condition of Stadshypotek and the nature of the securities before taking any investment decision with respect to securities of Stadshypotek. The prospectus (or equivalent disclosure document) may contain information different from the information contained herein. The information in this presentation has not been independently verified. No representation or warranty, express or implied, is made as to the accuracy, completeness or fairness of the presentation and the information contained herein and no reliance should be placed on such information. None of the Dealers, Stadshypotek, their advisers, connected persons or any other person accepts any liability for any loss howsoever arising, directly or indirectly, from this presentation or its contents. This presentation contains forward-looking statements, which include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or including the words targets, believes, expects, aims, intends, may, anticipates, would, could or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Stadshypotek s control that could cause Stadshypotek s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Stadshypotek s present and future business strategies and the environment in which it will operate in the future. These forward-looking statements speak only as at the date of this presentation. Stadshypotek expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any of such statements are based. 46