Articles of Association for SpareBank 1 SR-Bank CHAP. 1 CORPORATE NAME, REGISTERED OFFICE, OBJECTS Article 1-1 SpareBank 1 SR-Bank was established on 1 October 1976 through the merger of 22 savings banks. As of October 2006 the merger consists of a total of 39 banks. The head office of SpareBank 1 SR-Bank is in the City of Stavanger and there are branch offices in the following municipalities: Bergen, Bjerkreim, Bokn, Eigersund, Farsund, Finnøy, Flekkefjord, Forsand, Gjesdal, Grimstad, Haugesund, Hjelmeland, Hå, Karmøy, Klepp, Kristiansand, Kvinnherad, Kvitsøy, Lund, Lyngdal, Mandal, Odda, Randaberg, Rennesøy, Sandnes, Sauda, Sirdal, Sokndal, Sola, Stavanger, Strand, Stord, Suldal, Søgne, Time, Tysvær and Vindafjord. The objects of the Savings Bank is to promote savings by receiving deposits from an unspecified group of depositors; to provide services to the public, business community and public sector; and to manage the funds controlled by the bank in a prudent manner in accordance with statutory rules that apply to savings banks. Furthermore, the Savings Bank can provide investment services within the terms of the licences granted at any time. The Savings Bank can perform all normal banking transactions and banking services in accordance with current legislation. Neither the promoters nor others are entitled to a dividend from the operations over and above any dividends from equity certificates. CHAP. 2 EQUITY CERTIFICATE CAPITAL Article 2-1 The equity certificate capital of the Savings Bank totals NOK 3,182,834,025 divided into 127,313,361 equity certificates of NOK 25 each, which are fully paid up. 1
CHAP. 3 SUPERVISORY BOARD Article 3-1 The Savings Bank s Supervisory Board shall ensure that the bank pursues its objects in accordance with the law, Articles of Association and Supervisory Board resolutions. The Supervisory Board shall consist of 40 members and 22 deputy members. - Ten members and five deputies shall be elected by the depositors, cf. Article 3-2. - Four members and four deputies shall be elected by the County Councils of Rogaland, Hordaland, Aust Agder and Vest Agder as stated in Article 3-3. - Sixteen members and eight deputies shall be elected by the equity certificate holders, cf. Article 3-4. - Ten members and five deputies shall be elected by the employees pursuant to Regulation no. 9386 of 23 December 1977. The members of the Supervisory Board shall be elected for a term of four years. The deputies elected by the depositors shall be elected for a term of one year. The deputies elected by the employees shall be elected for a term of two years. The deputies elected by the county councils and equity certificate holders shall be elected for a term of four years. Article 3 2 Election to the Supervisory Board by customers Each year depositors who have and have had a deposit of at least NOK 500 in the bank for the last six months shall elect two or three members, and five deputies, in accordance with the following distribution and in the following election districts: Election district Number of Number members deputies Rogaland 7 3 Agder 2 1 Hordaland 1 1 of Of the members elected by the depositors in the first election, at least one-fourth shall retire through the drawing of lots each year for the first three years, and thereafter those who have served the longest shall retire. The drawing of lots shall be performed for the Supervisory Board by the Nomination Committee. Only a person of age, as a personal depositor or as a representative for another depositor, may vote in the election. No one may cast more than two votes, one for their own deposits and one as representative for another depositor. 2
The election of members and deputies by the depositors shall takes place on election days in accordance with rules stipulated pursuant to Section 8a, fifth paragraph of the Savings Banks Act. Article 3 3 Election to the Supervisory Board by the county councils Four members and four deputies shall be elected by the County Councils of Rogaland, Hordaland, Aust-Agder and Vest-Agder in accordance with the following distribution: Members Deputies Rogaland 2 2 Hordaland 1 1 Aust-Agder and Vest-Agder* 1 1 * For Aust-Agder and Vest-Agder a member and deputy are elected every other time by the County Councils of Aust-Agder and Vest-Agder Article 3 4 Election to the Supervisory Board by the equity certificate holders The election of members and deputies by the equity certificate holders shall take place in accordance with Regulation no. 913 of 29 June 2009 relating to equity certificates in savings banks, credit associations and mutual insurance companies. Article 3-5 Sending documents that are posted on the Savings Bank s website When documents pertaining to business to be dealt with by the Supervisory Board are made available on the Savings Bank s website, the statutory requirements for the documents to be sent to the members of the Supervisory Board or others who by law are to receive such documents do not apply. This also pertains to documents that by law are included in or enclosed with the notice of a meeting of the Supervisory Board, including the Savings Bank s annual report. A member of the Supervisory Board or others who by law are to receive such documents may nevertheless request to have the documents sent. CHAP. 4 CONTROL COMMITTEE Article 4-1 Every other year the Supervisory Board shall elect a Control Committee consisting of five members and two deputies. At least one member and one deputy shall be elected from among the members of the Supervisory Board. One of the Control Committee members shall meet the requirements that apply to judges pursuant to Section 54, second paragraph of Act no. 5 of 13 August 1915 relating to Courts of Law. The Supervisory Board shall elect the chair and deputy chair in separate elections. 3
The Control Committee shall supervise the Savings Bank s operations in accordance with Section 13 of the Savings Banks Act and instructions issued by the Supervisory Board and approved by Kredittilsynet (The Financial Supervisory Authority of Norway). CHAP. 5 THE BOARD OF DIRECTORS AND AUDIT COMMITTEE Article 5 1 Composition of the Board of Directors The Board of Directors shall consist of seven to nine elected members and four deputies. The Supervisory Board shall elect the chair and deputy chair in separate elections. Two deputies shall be elected for members elected by the Supervisory Board. One member and two deputies shall be elected from among the employees. One of the deputies shall have the right to attend and speak at meetings. Only members of the Supervisory Board who have been elected by the employees have the right to make nominations for the employees board members and deputies. All members shall be elected for a period of two years and all deputies for one year. Members and deputies may be re-elected, cf., however, Article 10.1. Article 5 2 Notice of meetings, resolutions and minutes The Board Chairman shall convene meetings of the Board of Directors as frequently as dictated by the operations of the Savings Bank or when requested by a board member. The Board of Directors has a quorum when more than half of the members are present. In order for a resolution to be valid, the majority of those present must vote in favour of it. The Board Chairman or member chairing the meeting shall have the casting vote in the event of a tie. The minutes of meetings of the Board of Directors shall be signed by those in attendance, who will share joint liability, unless some of them have recorded their protest in the minutes. Board members who are not present shall familiarise themselves with resolutions passed in their absence. Article 5 3 Responsibilities and duties of the Board of Directors The Board of Directors shall manage the operations of the Savings Bank in accordance with the law, Articles of Association and further regulations issued by the Supervisory Board. 4
The Board of Directors is responsible for safe and prudent management of all the funds controlled by the Savings Bank. The Board of Directors shall ensure that the operations of the Savings Bank are properly organised, and they are responsible for ensuring that the accounting and management of assets is subject to satisfactory control. The Board of Directors shall lay down the Savings Bank s regulations for granting loans and any other authorisations required for the bank s operations. It shall be evident from these regulations to what extent anyone other than the Board of Directors may grant loans, guarantees and discount commercial papers. The Board of Directors shall ensure that the bank has sound internal controls for complying with the provisions that apply to the operations, including the bank s core values and ethical guidelines. The Board Chairman or the Chief Executive Officer, or two of the Board of Directors other members jointly, may represent the Savings Bank and bind the Saving Bank by their signatures. The Board of Directors may confer powers of procuration or special powers of attorney. The Board of Directors shall lay down directives for the Chief Executive Officer with special emphasis on tasks and responsibilities. Article 5-4 Audit Committee The Bank shall have an Audit Committee elected by and from among the members of the Board of Directors. The Audit Committee shall be a preparatory and advisory working committee for the Board of Directors. Together, the Audit Committee shall have the expertise necessary for performing its duties based on the Bank s organisation and operations. At least one member of the Audit Committee shall be independent of the business and have accounting or auditing qualifications. The Audit Committee shall: a) prepare the Board of Directors follow-up of the financial reporting process, b) Monitor the internal control and risk management systems along with the Bank s internal auditing in the event such a function has been established. c) have continuous contact with the Bank s appointed auditor concerning the auditing of the annual accounts, d) evaluate and monitor the independence of the auditor, cf. Chapter 4 of the Auditors Act, including particularly to what degree services other than auditing provided by the auditor or audit firm represent a threat to independence. 5
Article 5 5 Chief Executive Officer s responsibilities and duties The Chief Executive Officer shall be in charge of day-to-day management of the Savings Bank and comply with the instructions and directives issued by the Board of Directives. Day-to-day management does not include decisions in matters that are of an unusual or major importance in relation to the Savings Bank. The Chief Executive Officer shall ensure that the Savings Bank s accounting is in accordance with the law and regulations, and that the assets are soundly managed. CHAP. 6 NOMINATION COMMITTEE Article 6-1 The Supervisory Board shall elect a Nomination Committee from among the members of the Supervisory Board. The Nomination Committee shall consist of five members. The equity certificate holders shall be represented by two members, and the depositors, county councils and employees shall be represented by one member each. The chairman shall be elected in a separate subsequent election. One deputy shall be elected from each group. An observer who is entitled to attend and speak but not vote at meetings may also be elected. The observer does not need to be elected from among the members of the Supervisory Board. The election shall be for a term of two years. With the exception of employee representatives, the Nomination Committee shall prepare the election of the Chair and Deputy Chair of the Supervisory Board, and the Chair, Deputy Chair and other members and deputies of the Board of Directors. In addition, the Nomination Committee shall prepare the election of the Chair, Deputy Chair, members and deputies of the Control Committee, as well as Chair, members and deputies of the Nomination Committee specified in this Article. The Nomination Committee shall also prepare the equity certificate holders and depositors election of members and deputies to the Supervisory Board. In the case of the member of the Board of Directors and the deputy to be elected from among the employees, only the representative of the employees on the Nomination Committee shall submit a nomination. In its work the Nomination Committee shall ensure that the Supervisory Board, Control Committee, Nomination Committee and the Board of Directors have the necessary expertise. The Nomination Committee shall seek a certain geographic distribution and fair representation for both genders. 6
CHAP. 7 ANNUAL REPORT AND ACCOUNTS Article 7-1 The Board of Directors shall ensure that the annual report and accounts (income statement, balance sheet and the Report of the Board of Directors) are submitted to the auditor and Control Committee. The annual report and accounts shall be closed and ready for auditing by the end of January, insofar as possible. When the auditor has submitted his report, cf. Section 5-6 of the Auditors Act, and the Control Committee has submitted its report with a statement as to whether the income statement and the balance sheet should be adopted as the accounts of the Savings Bank, cf. Section 13, seventh subsection of the Savings Bank Act, the Board of Directors shall send the annual report and accounts, auditor s report and Control Committee s report to all members of the Supervisory Board at least eight days prior to the meeting of the Supervisory Board at which the annual report and accounts are to be considered. The Supervisory Board shall convene each year as prescribed in Section 11, first paragraph, letter b of the Savings Bank Act, to receive the Report of the Board of Directors and adopt the income statement and the balance sheet and the annual dividend payable on the equity certificates. CHAP. 8 AUDITING Article 8-1 The Supervisory Board shall appoint a state authorised public accountant to act as an auditor for the bank and stipulate his/her remuneration. If the auditor resigns, the Chair of the Supervisory Board, together with the Control Committee, may appoint a new auditor who will serve until the next meeting of the Supervisory Board at which a final appointment will be made. The auditor shall examine whether the Savings Bank s annual report and accounts and the way it has otherwise conducted its business is in accordance with statutes, regulations laid down pursuant to statutes, Articles of Association and any directives issued by the Supervisory Board. CHAP. 9 PROFITS Article 9-1 The profits from the operations of the Savings Bank shall be added to the Savings Bank s reserves after the deduction of any dividends on equity certificates. 7
Gifts and dividends may be granted in accordance with Section 2b-18 of the Financial Institutions Act. CHAP. 10 TERM OF OFFICE, RETIREMENT AGE Article 10-1 An elected member, deputy or Chairman of the Supervisory Board, Control Committee or Board of Directors may not remain in these offices for a period of more than 12 consecutive years or serve in these offices for a total period of more than 20 years. A person cannot be elected/re-elected to any of these offices if he/she is unable to hold office throughout the election period due to the provisions of the preceding sentence. Article 10-2 The retirement age for the Chief Executive Officer and other permanently employed staff is 67 years. CHAP. 11 BANK ADVISORY COUNCILS Article 11-1 A Bank Advisory Council shall be established in every municipality where the bank is represented. Members of the Bank Advisory Councils shall be viewed as resource persons in the district with expertise in areas that are of significant importance to the local bank in question. The Bank Advisory Council shall give the bank manager advice on market conditions and other questions of importance to the bank s operations, and they shall otherwise make decisions in matters that are resolved by the Board of Directors. The bank s Board of Directors appoint the Bank Advisory Councils. The composition of the Bank Advisory Councils shall reflect the local bank s various customer groups. The employees shall have an opportunity to appoint a representative to participate at the meetings. The Bank Advisory Councils shall consist of three to five members, and one of these members shall be the chairman. The Board Advisory Councils elect their own chairman. The appointment applies for a period of two years. The maximum consecutive term of office shall not exceed six years. CHAP. 12 AMENDMENTS TO THE ARTICLES OF ASSOCIATION Article 12-1 8
Amendments to these Articles of Association may be adopted by the Supervisory Board when a proposal to this effect has been submitted at a previous meeting. The resolution will be valid when at least two-thirds of those present and at least one half of all the members of the Supervisory Board have voted in its favour. The resolution may not be implemented until it has been approved by Kredittilsynet. Article 12-2 These Articles of Association will enter into force when they have been approved pursuant to Section 5, last sentence of the Savings Bank Act. The existing Articles of Association, approved most recently by Finanstilsynet (The Financial Supervisory Authority of Norway) on 25 November 2009, will be revoked at the same time. 9