CHAPTER 1 NAME OF COMPANY MUNICIPALITY OF REGISTERED OFFICE PURPOSE Name of company Municipality of registered office Purpose...

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1 BY-LAWS These By-laws are valid from 18 May 2009 CHAPTER 1 NAME OF COMPANY MUNICIPALITY OF REGISTERED OFFICE PURPOSE Name of company Municipality of registered office Purpose...2 CHAPTER 2 PRIMARY CAPITAL Primary capital...2 CHAPTER 3 SUPERVISORY BOARD Supervisory Board Depositors elections for the Supervisory Board Hedmark County Council s election for the Supervisory Board...4 CHAPTER 4 CONTROL COMMITTEE Control Committee...4 CHAPTER 5 BOARD OF DIRECTORS Board of Directors Board of Directors. Notice of meetings Resolutions Minutes The Board of Directors responsibility and duties The CEO s responsibility and duties...6 CHAPTER 6 ELECTION COMMITTEE Election committee for the Supervisory Board s election and the depositors election...6 CHAPTER 7 ANNUAL FINANCIAL STATEMENTS Annual financial statements Reports Time limits...7 CHAPTER 8 AUDITING Appointment of Auditor, remuneration and responsibility...8 CHAPTER 9 PROFIT Profit Donations...8 CHAPTER 10 LENGTH OF SERVICE Length of service for elected representatives...8 Page 1 Address: Phonenumbers: Organisation no.: /Internet: Strandgata 15 Phone: kundeservice@sparebanken-hedmark.no Box 203 Direct: BIC: N-2302 Hamar Fax: SHEDNO22

2 10 2 Highest age limit for officers and employees...8 CHAPTER 11 CHANGES IN BY LAWS Changes in by laws The coming into force of the by laws...9 CHAPTER 1 NAME OF COMPANY MUNICIPALITY OF REGISTERED OFFICE PURPOSE 1-1 Name of company Municipality of registered office Purpose Sparebanken Hedmark (also referred to in the following text as the Savings Bank or the Bank ) was established through the merger of a number of previously independent banks. Sparebanken Hedmark s head office is located in the municipality of Hamar. Sparebanken Hedmark s purpose is to promote saving by receiving deposits from a wide variety of depositors, provide financial services to its customers within the retail banking-, corporate- and public sectors, and to manage in a safe manner the funds entrusted to it, in accordance with currently applicable laws, rules and regulations for savings banks. Founders or other persons do not qualify as recipients of dividends from the Bank s operations. CHAPTER 2 PRIMARY CAPITAL 2-1 Primary capital The original primary capital funds in the merged savings banks have either been repaid or are non-repayable. CHAPTER 3 SUPERVISORY BOARD 3-1 Supervisory Board The Savings Bank s Supervisory Board shall see to it that the Bank is managed according to its purpose, in accordance with laws, by-laws and resolutions passed by the Supervisory Board. Page 2

3 The Supervisory Board shall have 40 members and 40 deputy members. 20 members and 20 deputy members are to be elected by the Bank s depositors, see paragraph members and 10 deputy members are to be elected by the county council, see paragraph members and 10 deputy members are to be elected by the Bank s employees in compliance with rules and regulations dated 23 December 1977 no relating to employees right to be represented on the Savings Bank s governing bodies. The elections involving the Bank s personnel must have been held by the end of January. The members of the Supervisory Board are elected for 4 years. Deputy members elected by the depositors are elected for 1 year. Deputy members elected by the employees are elected for 2 years. Deputy members elected by the county council are elected for 4 years. At least three fourths of the members of the Supervisory Board shall be persons who are not employed at the Bank. 3-2 Depositors elections for the Supervisory Board Depositors living, working or conducting their businesses, or depositors in the form of legal entities having their headquarters and offices within the municipalities of Alvdal, Eidskog, Elverum, Engerdal, Folldal, Grue, Hamar, Kongsvinger, Løten, Nord-Odal, Os, Rendalen, Ringsaker, Stange, Stor-Elvdal, Sør-Odal, Tolga, Trysil, Tynset, Vaaler, Aamot and Aasnes, who during the last six months have had a deposit with the Bank of at least NOK 500, shall elect each year members and deputy members according to the following table: Number of members Number of deputy members Election district I: Østerdalen 6 6 Election district II: Glåmdalen 6 6 Election district III: Hedmarken Of the depositor-elected members who are elected at the first election, one quarter step down in each of the first three years, by drawing of lots, and thereafter those members who have served for the longest time. The drawing of lots is done by the election committee. Members stepping down may be re-elected; reference is, however, made to chapter 10. Only a person who has come of age may, as a personal depositor or as a representative for another depositor, vote at the election. No one may cast more Page 3

4 than two votes, one on the basis of his/her own deposit, and one as a representative for another depositor. The depositors election of members and deputy members shall take place on election days in accordance with rules and regulations contained in the Savings Banks Act, paragraph 8, 5 th sub-section. The elections shall take place in the following election districts: Election district I: Østerdalen Comprising the municipalities of: Alvdal, Elverum, Engerdal, Folldal, Os, Rendalen, Stor-Elvdal, Tolga, Trysil, Tynset and Åmot Election district II: Glåmdalen Comprising the municipalities of: Eidskog, Grue, Kongsvinger, Nord-Odal, Sør-Odal, Våler and Åsnes. Election district III: Hedmarken Comprising the municipalities of: Hamar, Løten, Ringsaker and Stange As members and deputy members, the depositors may only elect personal depositors of age, who have voting rights according to first sub-section, see paragraph 8 a. Elections according to this paragraph must have been held by the end of April. 3-3 Hedmark County Council s election for the Supervisory Board Every four years, the Hedmark County Council elects 10 members and 10 deputy members. Elections according to this paragraph must have been held by the end of January. CHAPTER 4 CONTROL COMMITTEE 4-1 Control Committee Every other year, the Supervisory Board shall elect a control committee consisting of 5 members and 5 deputy members. One member of the committee shall meet the requirements which apply to judges according to the Act of Courts of Law dated 13 August 1915 paragraph 54, second sub-section. The Chairman of the Control Committee and its Deputy Chairman are elected by the Supervisory Board at special elections. The control committee shall monitor the Savings Bank s operations in accordance with the Savings Banks Act s paragraph 13 and the directive given by the Page 4

5 Supervisory Board and approved by the Financial Supervisory Authority of Norway (FSAN). CHAPTER 5 BOARD OF DIRECTORS 5-1 Board of Directors The Board of Directors consists of 7 members and 3 deputy members elected by the Supervisory Board. The Chairman and Deputy Chairman shall be elected by the Supervisory Board at special elections. 1 member and 1 deputy member shall be elected from amongst the employees. The employees deputy member may attend and speak at the Board of Directors. All elected members are elected for 2 years and the deputy members for 1 year. 3 or 4 of the elected members shall step down each year, the first time 3 members, according to a drawing of lots. The drawing of lots is done by the election committee. Members and deputy members stepping down may be re-elected; however, see chapter Board of Directors. Notice of meetings - Resolutions - Minutes The Chairman shall convene a meeting at least once a month or otherwise as often as the Savings Bank s operations would necessitate it, or when a member of the Board of Directors requests a meeting to be held. Valid resolutions are passed by simple majority. The Board of Directors is deemed to have a quorum when at least half the members are present. When a board meeting is not attended by all members, at least half the members are required to vote in favour of a resolution. In the case of a tied vote, the Chairman of the Board of Directors or the person chairing the meeting in question has the casting vote. The Minutes of the Board of Directors meeting must be signed by all those present, who are to accept joint responsibility unless some of those persons have had their protests recorded in the Minutes of that meeting. Any Board members not present at the meeting must familiarise themselves with the decisions which have been taken in their absence. 5-3 The Board of Directors responsibility and duties The Board of Directors manages the Savings Bank s business in accordance with relevant laws, by-laws and special rules and regulations introduced by the Supervisory Board. It is the Board of Director s responsibility to ensure that the funds entrusted to the Savings Bank are managed in a safe and appropriate manner. The Board of Directors must also see to it that the Bank s activities are organised in a Page 5

6 satisfactory way; furthermore, it is the Board s duty to make sure that all accounting systems and procedures as well as asset management activities are subject to reassuringly stringent control and monitoring. The Savings Bank s guidelines, rules and regulations relating to the granting of loans etc. are determined by the Board of Directors. These directives must clearly show to what extent any persons other than the members of the Board of Directors may be authorised to grant loans and guarantees and to discount commercial bills. The Board of Directors shall fix interest rates for deposits and loans as well as the terms and conditions relating to loans and to the receipt and repayment of deposits in accordance with any rules stipulated by FSAN. The CEO or two of the Board of Directors other members jointly represent and act on behalf of the Savings Bank, their signatures committing the Bank in a legally binding manner. The Board of Directors may give officers and employees of the Bank signing authorities and special powers of attorney and may stipulate instructions relating to the day-to-day management of the Savings Bank. 5.4 The CEO s responsibility and duties The CEO is in charge of the day-to-day running of the Savings Bank and shall adhere to the instructions and guidelines provided by the Board of Directors. The day-to-day management of the Bank does not comprise decisions in matters which according to the Bank s circumstances and operations are deemed to be of an unusual nature or of great importance. The CEO shall see to it that the Bank s accounting is done according to applicable laws, rules and regulations, and that the management of funds entrusted to the Bank is carried out in a reassuringly safe manner. CHAPTER 6 ELECTION COMMITTEE 6-1 Election committee for the Supervisory Board s election and the depositors election The Supervisory Board elects an election committee from amongst the Supervisory Board s members. The committee shall have 5 members and 5 deputy members, of whom 3 members and 3 deputy members shall be elected from the depositor-elected representatives, 1 member and 1 deputy member from the publicly elected members, and 1 member and 1 deputy member from the employees representatives. The person elected may hold office for 2 years at the time. Each year, 2 or 3 members and 2 or 3 deputy members step down, the first time 2 members and 2 Page 6

7 deputy members after a drawing of lots. The drawing of lots is done by the election committee. The election committee shall make the necessary preparations for the election of the Chairman and Deputy Chairman of the Supervisory Board, the Chairman, Deputy Chairman and other members and deputy members of the Board of Directors, and the Chairman, Deputy Chairman and other members and deputy members of the Control Committee, as well as the Chairman, members and deputy members of the election committee. In the case of those members of the Board of Directors who are to be elected from amongst the employees, only the representative for the employees on the election committee is allowed to make a recommendation. The election committee shall also make the necessary preparations for the election of members and deputy members of the Supervisory Board. CHAPTER 7 ANNUAL FINANCIAL STATEMENTS 7-1 Annual financial statements Reports - Time limits The Board of Directors shall ensure that the annual financial statements (profit and loss account, balance sheet and the Annual Report from the Board of Directors) are submitted to the Auditor and Control Committee. If at all possible, the annual financial report should have been completed and ready for auditing by the end of February. Once the Auditor has submitted his/her report, with reference to paragraph 5-6 of the Act of Auditing, and once the Control Committee has presented its report, including a statement as to whether the profit and loss account and balance sheet may be adopted as the Bank s accounts, with reference to paragraph 13, 7 th sub-section of the Savings Banks Act, the Board of Directors shall send the annual financial statements, the Auditor s Report and the Control Committee s Report to all members at least 8 days before the day on which the Supervisory Board meets to examine and discuss the annual financial statements. The Supervisory Board meets every year as stipulated in paragraph 11 of the Savings Banks Act, section 1, sub-section b, in order to receive the Annual Report from the Board of Directors, the Auditor s Report and the Control Committee s Report, and in order to adopt the assembled material as the Bank s accounts. CHAPTER 8 AUDITING Page 7

8 8-1 Appointment of Auditor, remuneration and responsibility The Supervisory Board elects a state-authorised auditor and fixes his/her remuneration. If the Auditor were to resign, the Chairman of the Supervisory Board together with the Control Committee may appoint a new Auditor, who would be acting as the Bank s Auditor until the next meeting of the Supervisory Board, at which time a permanent appointment would be made. The Auditor shall examine the Savings Bank s annual financial statements and accounts and the handling of any other relevant matters pertaining to its business in compliance with currently applicable laws and by-laws and any instructions issued by the Supervisory Board. CHAPTER 9 PROFIT 9-1 Profit - Donations The profit from the Bank s operations shall be added to the Savings Bank s Fund. Donations may be made in accordance with paragraph 28 of the Savings Bank s Act. CHAPTER 10 LENGTH OF SERVICE 10-1 Length of service for elected representatives An elected member or deputy member of, or the Chairman of the Supervisory Board, Control Committee or Board of Directors, may not hold this office for a continuing period of more than 12 years, nor hold such posts for a total period of more than 20 years. A person may not be elected or re-elected to any of these posts if he/she, due to the abovementioned rule, is unable to serve for the full term of the election period involved Highest age limit for officers and employees The highest age limit for the CEO and other permanent employees is 67 years. CHAPTER 11 CHANGES IN BY-LAWS 11-1 Changes in by-laws Changes in these by-laws may be agreed by the Supervisory Board provided proposals have been submitted at an earlier meeting. Such a resolution is valid if at Page 8

9 least two thirds of those present and at least half of all members vote for the proposal. The resolution may not be implemented until it has been approved by FSAN The coming into force of the by-laws These by-laws come into force once they have been approved in compliance with the Savings Banks Act, paragraph 5, last sub-section. From the same time, all previous by-laws are cancelled, last approved by FSAN on Page 9