ARTICLES OF ASSOCIATION FOR SPAREBANK 1 NORD-NORGE

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1 ARTICLES OF ASSOCIATION FOR SPAREBANK 1 NORD-NORGE 2 June 2014

2 CHAPTER 1 CORPORATE NAME, REGISTERED HEAD OFFICE, OBJECTS Article 1-1 Corporate name, registered head office, objects SpareBank 1 Nord-Norge was established through a merger of Nordkapp Sparebank, Sparebanken Nord, Sparebanken Nordland and Tromsø Sparebank. SpareBank 1 Nord-Norge s registered head office is in Tromsø, with branch offices in the municipalities of Mo i Rana, Bodø, Harstad, Tromsø and Hammerfest. The objects of the bank are is to promote saving by receiving deposits from an unspecified group of depositors, to provide financial services to the general public, the business community and the public sector, and to manage the funds entrusted to it in a prudent manner in accordance with the legislation, rules and regulations that apply at any time to savings banks. CHAPTER 2 EQUITY CAPITAL FUND Article 2-1 Equity Capital Fund The original Equity Capital Funds in the merged savings banks either have been repaid or do not have to be repaid, as has been explained in previous Articles of Association Subject to the consent of the King in Council, the bank s Supervisory Board is empowered to pass resolutions allowing the bank to issue negotiable equity capital certificates that are entitled to a dividend, pursuant to the Act of 10 June 1988 no. 40 on Financing Activities and Financial Institutions (The Financial Institutions Act). The equity capital certificates must be registered with Verdipapirsentralen (The Norwegian Central Securities Depository). Article 2-2 Equity Capital Certificates SpareBank 1 Nord-Norge s equity certificate capital amounts to NOK divided into certificates with a nominal value of NOK 18 each fully paid up. In the case of transfer of ownership of an equity capital certificate, it is the previous owner s responsibility to ensure that the appropriate notification of change in ownership is submitted immediately to the Norwegian Central Securities Depository. Voting rights linked to equity capital certificates are held by investors registered as the owners of such certificates in the Norwegian Central Securities Depository. 2

3 CHAPTER 3 SUPERVISORY BOARD Article 3-1 Supervisory Board The bank s Supervisory Board shall ensure that the bank conducts its operations in accordance with its object clause, applicable legislation, the Articles of Association and all resolutions passed by that Supervisory Board. The Supervisory Board shall have 40 members and 26 deputy members members and eight deputy members are elected by the bank s equity capital certificate holders, cf. article 3-4 below - 12 members and six deputy members are elected by the bank s depositors, cf. article 3-2 below - Eight members and eight deputy members are elected by the bank s staff in accordance with the rules and regulations laid down by the King in Council, and - Four members and four deputy members are elected by the county councils of Troms, Finnmark and Nordland, cf. article-3 below Members of the Supervisory Board are elected for a period of 4 years. Deputy members elected by the bank s depositors are elected for a period of 1 year. Deputy members elected by the bank s staff are elected for a period of 2 years. Deputy members elected by county councils and equity capital certificate holders are elected for a period of 4 years. Article 3-2 Election to the Supervisory Board by depositors Depositors who have, and during the last 6 months have had, deposits of at least NOK 500 at the bank, shall each year elect three members and six deputy members. Only a person who has attained the age of majority, either as a private depositor or as a representative for another depositor, can vote at the election. No one may cast more than two votes, one based on his or her own deposit, and one as a representative for another depositor. Depositors election of Supervisory Board members shall take place on election days in compliance with the provisions of the Savings Banks Act, Section 8 a, fifth paragraph. Depositors may only elect members and deputy members persons who have attained the age of majority and who hold voting rights after the first paragraph, cf. The Savings Banks' Act, Section 8a. Article 3-3 Election to the Supervisory Board by county councils Every fourth year, the three northernmost counties elect in all four members and four deputy members. The Finnmark County Council elects one member and one deputy member, the Troms and Nordland County Councils elect every other time one member and one deputy member, and every other time two members and two deputy members. Article 3-4 Election to the Supervisory Board by equity capital certificate holders Elections by the bank s equity capital certificate holders of members and deputy members of the Supervisory Board takes place at the election meeting in compliance with the regulations issued by the Ministry of Finance. Such elections must be held by the end of April. 3

4 The Chairman of the Supervisory Board shall fix the time and venue for the election meeting. Any equity capital certificate holders wishing to attend the meeting must have notified the bank of this within a certain time limit, which must not expire earlier than 3 days before the meeting. Notification of the election meeting shall be sent by letter to all registered equity capital certificate holders, and appropriately displayed at the bank s head office and branches, as well as properly announced in the following regional newspapers: Nordlys, Finnmark Dagblad and Avisa Nordland. CHAPTER 4 CONTROL COMMITTEE Article 4-1 Control Committee Every other year, the Supervisory Board elects a Control Committee consisting of three members and one deputy member. The deputy member is entitled to meet and has a right to speak. One of the members of that committee must meet the requirements applicable to a judge according to the Courts of Justice Act dated 13 August 1915 no. 5, section 54, second paragraph. The Chairman of the Control Committee shall be elected by the Supervisory Board at a special election. The Control Committee shall supervise the bank s operations in accordance with section 13 of the Savings Banks Act and the directives given by the Supervisory Board, approved by the Financial Supervisory Authority of Norway (FSAN). CHAPTER 5 BOARD OF DIRECTORS Article 5-1 Composition of the main Board of Directors The main Board of Directors consists of eight members and four deputy members. The Supervisory Board elects eight members and four deputy members. One member is elected by the bank s employees and, for this member, a first and second deputy is elected. One of the personal deputy members representing the bank s staff has the right to both attend and speak at the meetings; such deputy members will be asked to attend in sequence. The remaining two deputy members are to be elected in sequence. The Chairman and Deputy Chairman are elected by the Supervisory Board at special elections. Only members of the Supervisory Board elected by the bank s employees have the right to propose names at the election of Board members and deputy Board members representing the bank s staff. All members are elected for a period of two years and deputy members for one year. Retiring members and deputy members may be re-elected, cf. however Chapter 10 below. 4

5 Article 5-2 Notice of meetings, resolutions and minutes The Chairman shall convene meetings of the Board of Directors as often as the bank s operations require it or when a member of the Board so demands. The main Board of Directors has a quorum when more than half of its members are present. In order for a resolution passed at the meeting of the Board to be valid, at least three of its members must have voted in favour of it. In the case of a tied vote, the Chairman or the person chairing the meeting has the casting vote. The minutes of the main Board of Directors meeting must be signed by all in attendance, who will share joint responsibility, unless some of them have had their protests recorded in the minutes. Any Board members not present at the meeting must familiarise themselves with the resolutions that have been passed in their absence. Article 5-3 Responsibilities and duties of the main Board of Directors The main Board of Directors has overall responsibility for the bank s activities and operations. It is the responsibility of the main Board of Directors to ensure that all the bank s assets and liabilities are managed in a safe prudent and appropriate manner. The main Board of Directors must ensure that the bank s activities, operations and business are properly organised. In addition, the main Board of Directors must ensure that all accounting matters and asset management are subject to satisfactory control. The main Board of Directors shall ensure that the bank has good internal control relating to compliance with all rules and regulations pertaining to the bank s operations, including the bank s corporate value basis and code of ethics. The main Board of Directors is responsible for delegating necessary powers of attorney relating to the bank s operations. The main Board of Directors issues instructions for the bank s Chief Executive Officer with special emphasis on assignments and responsibilities. The Chairman of the main Board of Directors or the bank s Chief Executive Officer, or two other members of the main Board of Directors signing jointly, represent the bank and bind the bank by their signatures. The main Board of Directors may delegate general or specific powers of procuration or powers of attorney. 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. 5

6 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. c) Have continuous contact with the bank's elected 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 firm of public accountants represent a threat to independence. Article 5-5 Chief Executive Officer's responsibilities and duties The Chief Executive Officer is in charge of the day-to-day management of the bank and must comply with the instructions and directives issued by the main Board of Directors. Day-to-day management of the bank does not include decisions on matters, which, in the context of the bank s circumstances, are deemed to be of an unusual nature or of major importance. The Chief Executive officer shall ensure that that the bank s accounting complies with applicable legislation and regulations, and that the bank s assets are managed and safeguarded in a prudent manner. CHAPTER 6 NOMINATION COMMITTEES Article 6-1 Nomination Committee for the Supervisory Board The Supervisory Board shall elect a Nomination Committee from its own members. The Nomination Committee shall consist of four members and four deputy members and must have representatives from all four groups represented on the Supervisory Board. The representative from the bank s equity capital certificate holders on this committee must be a member of the Nomination Committee for election by the bank s equity capital certificate holders. The election results remain valid for two years at a time. Each year, half of the members and deputy members must retire, on the first occasion after drawing lot. This drawing of lots is to be conducted by the Nomination Committee. With the exception of employee representatives, the Nomination Committee shall prepare the election of the Chairman and Deputy Chairman of the Supervisory Board, the Chairmen, Deputy Chairmen and other members and deputy members of the main Boards of Directors. In addition, the Nomination Committee shall prepare the election of the Chairman, members and deputy members of the Control Committee, as well as the members and deputy members of the Nomination Committee specified in this article. As far as members and deputy members of the main Boards of Directors elected by the bank s employees are concerned, only the staff s representative on the Nomination Committee may put forward a nomination. The Nomination Committee shall state the grounds for its proposal. 6

7 Article 6-2 Nomination Committee for election by the bank s depositors Supervisory Board members elected by depositors shall elect a Nomination Committee comprising three members and three deputy members. The provisions contained in article 6-1, first paragraph pertaining to the election period and term of office apply similarly in this context. The Nomination Committee shall prepare for the depositors' election of members and deputy members of the Supervisory Board, as well as members and deputy members of the Nomination Committee, as specified in this article. The Nomination Committee shall state the grounds for its proposal. Article 6-3 holders Nomination Committee for election by the bank's equity capital certificate The election meeting for the bank's equity capital certificate holders shall elect a Nomination Committee comprising three members and three deputy members. The provisions contained in article 6-1, first paragraph pertaining to the election period and term of office apply similarly in this context. The Nomination Committee shall prepare the election of members and deputy members of the Supervisory Board by the bank's equity capital certificate holders, as well as members and deputy members of the Nomination Committee, as specified in this article. The Nomination Committee shall state the grounds for its proposal. Chapter 7 ANNUAL REPORT AND ACCOUNTS Article 7-1 Annual accounts, reports and dead-lines The main Board of Directors shall ensure that the bank s annual financial statement (Annual Report and Accounts) are submitted to the bank s auditor and the 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 balance sheet should be adopted as the bank's accounts, cf. Section 13, seventh paragraph of the Savings Banks Act, the main Board of Directors shall send the annual report and accounts, the auditor's report and the Control Committee's report to all members of the Supervisory Board at least 21 days prior to the meeting of the Supervisory Board at which the annual report and accounts are to be considered. Notification of the meeting shall be by way of a letter to all members of the Supervisory Board or by publication on SpareBank 1 Nord- Norges web site, within the framework of the legislation that applies at any time. The Supervisory Board shall convene each year as prescribed in Section 11, first paragraph litra b of the Savings Banks Act to receive the Annual Report of the Board of Directors, the 7

8 Auditor s report and the report from the Control Committee, to adopt the bank s accounts and to fix the annual dividend payable on the equity capital certificates. Sparebank 1 Nord-Norge's annual report is published on SpareBank 1 Nord-Norge's and Oslo Børs' web sites. CHAPTER 8 AUDITING Article 8-1 Appointment of auditor, remuneration, responsibilities The Supervisory Board shall appoint a certified public accountant to act as auditor for the bank and stipulate his/her remuneration. In the event that the bank is obliged to have an Audit Committee pursuant to Section 17 c of the Savings Banks Act, the Audit Committee's statement relating to the proposal of an auditor shall be presented to the Supervisory Board before the appointment takes place. If the auditor resigns, the Chairman of the Supervisory Board, together with the Control Committee, shall appoint a new auditor who will serve until the next meeting of the Supervisory Board, at which time a permanent appointment will be made. CHAPTER 9 PROFITS Article 9-1 Profits gifts and donations The profit from the bank s operations, after deduction of dividend payable on the outstanding equity capital certificates, shall be added to the Savings Bank s reserve. When calculating profit, Section 2b-18 of the Financial Institutions Act applies. Gifts and dividends may be distributed pursuant to Section 2b-18 of the Financial Institutions Act. CHAPTER 10 TERM OF OFFICE - RETIREMENT AGE Article 10-1 Term of office for elected officers An elected member of or the Chairman of the Supervisory Board, the Control Committee or main Board of Directors, may not remain in these offices for a period of more than 12 consecutive years, or for a total period in excess of 20 years. A person cannot be elected or re-elected to any of these offices if he or she is unable to serve until the end of the applicable election period due to the provisions of the preceding sentence. Article 10-2 Retirement age for employees The retirement age for the bank's Chief Executive Officer and other permanently employed staff is 67 years. 8

9 CHAPTER 11 SPECIAL RIGHTS TO HOLDERS OF EQUITY CAPITAL CERTIFICATES Article 11-1 Special holders' rights relating to specific issues In addition to the majority required for amendments to the Articles of Association in the Supervisory Board, the following issues call for a minimum two-thirds majority of the votes cast by representatives that are elected by equity capital certificate holders: a) Reduction in equity capital, cf. Section 2b-22 of the Financial Institutions Act. b) Increase in equity capital, cf. Section 2b-23 of the Financial Institutions Act. c) Issuance of subscription rights, cf. Section 2b-24 of the Financial Institutions Act. d) Loans with inherent right to demand issuance of equity capital certificates, cf. Section 2b-25. e) Resolutions on mergers or de-mergers, cf. Section 2c-3 of the Financial Institutions Act, and f) Resolutions on conversion, cf. Section 2c-17 of the Financial Institutions Act. CHAPTER 12 AMENDMENTS TO THE ARTICLES OF ASSOCIATION Article 12-1 Amendments to the Articles of Association The Supervisory Board may adopt amendments to these Articles of Association 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 half of the members of the Supervisory Board have voted in its favour. The resolution may not be implemented until it has been approved by the King in Council. Article 12-2 Entry into force These Articles of Association enter into force when they have been approved pursuant to Section 5, last sentence of the Savings Banks Act. The existing Articles of Association, approved most recently by the Financial Supervisory Authority of Norway (Finanstilsynet) on 30 September 2013, will be revoked at the same time. ****** The Financial Supervisory Authority of Norway approved these Articles of Association in a letter dated 2 June

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