THE ARTICLES OF ASSOCIATION OF SPAREBANK 1 SR-BANK ASA

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1 THE ARTICLES OF ASSOCIATION OF SPAREBANK 1 SR-BANK ASA (Adopted by the General Meeting, 28 April 2015 and approved by the Financial Supervisory Authority, 12 May 2015) CHAPTER 1 COMPANY. REGISTERED OFFICE. OBJECTIVE. 1-1 SpareBank 1 SR-Bank ASA ("the bank") was established on 1 January 2012, and has its business and head office in Stavanger. The bank was established through a conversion of SpareBank 1 SR-Bank. SpareBank 1 SR-Bank (previously Sparebanken Rogaland) was established on 1 October 1976 through the merger of 22 savings banks. 1-2 The object of the 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 commercial banks. Furthermore, the bank can provide investment services within the terms of the licences granted at any time. The bank may also, within the framework of applicable law, execute the business and render the services which fall within the scope of a bank's normal activities. CHAPTER 2 SHARE CAPITAL PRIMARY CAPITAL SHARES. 2-1 The bank's share capital is NOK 6,393,777,050 divided into 255,751,082 shares of NOK 25 which are fully paid up. 2-2 The shares in the bank must be registered in a securities register. All acquisitions of shares must be reported to the securities register immediately. CHAPTER 3 BOARD OF DIRECTORS 3-1 The Board of Directors consists of five to nine members elected by the Supervisory Board. Two of the elected members of the Board of Directors shall be employees of the bank. One deputy shall be elected for these members. The chair of the Board of Directors is elected in a separate election. Members and the employee deputy member of the Board of Directors serve for two years. Every year, those who have served the longest step down. In the first term, half of the elected members serve until the first ordinary election meeting of the Supervisory Board. Members may be re-elected. If a member of the Board of Directors steps down before the end of their term, a new member must be elected as soon as possible for the remainder of the term. 1

2 3-2 The chair of the Board of Directors shall convene meetings of the Board as frequently as dictated by the operations of the bank or when required by a member of the Board. The Board of Directors is in quorum when more than half of its members are present or participate in the discussion of an item of business. However, the Board cannot make a decision unless all members to the greatest extent possible have been given the opportunity to participate in the discussion of the item of business. The decision of the Board of Directors reflects the position that the majority of members present or participating in the discussion of the item of business have voted for. In the event of a tie, the chair of the meeting casts the deciding vote. Those who vote for a decision must always constitute at least half of all members of the Board of Directors. Members of the Board of Directors who are not present shall familiarise themselves with resolutions passed in their absence. 3-3 The Board of Directors is responsible for the administration of the bank's business. This includes making decisions on individual credit cases. The Board must ensure a satisfactory organisation of the bank's operations, including ensuring that accounting and asset management are subjected to proper scrutiny. 3-4 The financial year follows the calendar year. The Board of Directors must submit annual accounts and reports for each financial year. The report of the Board of Directors, the annual accounts, and the auditor's report must be submitted to the Supervisory Board for comment at least one week prior to the reports and accounts being on the agenda for the Supervisory Board and at least 21 days prior to the general meeting that is to approve the accounts. 3-5 The chair of the Board of Directors and the CEO have signing authority. Two elected members of the Board of Directors may also jointly sign to bind the bank. The Board of Directors may allocate signing authority to specific employees. The Board of Directors may also confer powers of procuration and special powers of attorney. 3-6 The Chief Executive Officer shall be in charge of day-to-day management of the bank's operations in accordance with the general instructions issued by the Supervisory Board and approved by the general meeting, as well as with the guidelines and directives issued by the Board of Directors. CHAPTER 4 SUPERVISORY BOARD 4-1 The Supervisory Board consists of 30 members and 15 deputy members. The Supervisory Board should be diverse, and should have members from different districts and industries affected by the bank's activities. Members of the Board of Directors, observers and the Chief Executive Officer cannot be members of the Supervisory Board. 2

3 The general meeting elects 22 members and 11 deputies. The members and deputies are elected from among the bank's shareholders. The election is prepared by a Nomination Committee composed of five members. The members and chair of the Nomination Committee are elected by the general meeting. Eight members and four deputies are elected by and among the employees of the bank. The election of employee representatives is managed by an election committee appointed by the Board of Directors of the bank. The election committee must have at least three members. Bank employees and bank management must have at least one representative each on the election committee. The Supervisory Board annually elects a chair from among its members, on nomination from the Nomination Committee. The Supervisory Board is not bound by the Nomination Committee's nomination. The members and deputies on the Supervisory Board are elected for two-year terms. Of members elected in the first election, following a drawing of lots half step down at the first ordinary general meeting. Thereafter, those who have served the longest step down every year. The drawing of lots shall be performed by the Nomination Committee. A member of the Supervisory Board may step down before the end of their term if there are special grounds to do so. The Supervisory Board and the elector of that member must be given a reasonable advance notice. A member of the Supervisory Board may be relieved of his or her duties by the elector of that member. This does not apply to members elected by bank employees, cf. the fifth paragraph of this section. If a member of the Supervisory Board steps down prior to the end of his/her term, a new member must at the earliest opportunity be elected for the remainder of the term. 4-2 The chair convenes meetings of the Supervisory Board as often as necessary, and when the Board of Directors or a minimum of one sixth of the members of the Supervisory Board require it. The members of the Board of Directors and the auditor must be called to the meetings of the Supervisory Board. Unless the Supervisory Board decides otherwise for a particular item of business, the members of the Board of Directors have the right to attend and state their position in meetings of the Supervisory Board. The chair of the Board of Directors and the Chief Executive Officer are required to attend meetings of the Supervisory Board unless this is obviously unnecessary or they have a valid reason for being absent. In the latter case, a designated deputy must attend. 4-3 Remuneration of the members of the Supervisory Board is set by the general meeting. A member of the Supervisory Board cannot receive remuneration for his/her work on the Supervisory Board from any source other than the bank. This also applies to remuneration that another contracting party or his or her representative has demanded from the bank. Remuneration that is agreed upon or received in violation of the prohibition in the first paragraph, accrues to the bank. This includes returns on and property that have been given in lieu of remuneration. The prohibition in the first paragraph shall not preclude a member of the Supervisory Board who does not participate in the day-to-day operations of the bank from acting as an intermediary to the bank and receive ordinary intermediary payment if: 1. the member of the Supervisory Board does not also represent the bank, and 2. the business is part of an intermediary business that the member of the Supervisory Board conducts on a commercial basis

4 The members of the Supervisory Board must not act in a manner that enables specific shareholders or others to gain an unreasonable advantage at the expense of other shareholders or the bank. The Supervisory Board must not comply with decisions of the general meeting or another body of the company if the decision violates current law or the bank's Articles of Association. 4-5 The Supervisory Board is in quorum when more than half of all members are present. However, the Supervisory Board cannot make decisions unless all members have been given the opportunity to participate in the discussion of the item of business. If a member cannot attend, a deputy must be given the opportunity to attend. The decision of the Supervisory Board reflects the position that the majority of members present have voted for. In the event of a tie, the chair of the meeting casts the deciding vote. Those who vote for a decision must always constitute more than one third of all members of the Supervisory Board. 4-6 The Supervisory Board shall: 1. Supervise the Board of Directors' and CEO's management of the Bank, and ensure that the object of the Bank is promoted in compliance with laws, the Articles of Association and the decisions of the general meeting and the Supervisory Board. The Supervisory Board must issue guidelines for the Bank's operations. The guidelines shall be general instructions for the management and administration of the Bank, and must be submitted to the general meeting for approval. 2. Elect the members and deputies of the Board of Directors, though see 3-1 second paragraph of the Articles of Association. 3. Select an auditor or auditing firm. 4. Receive information on the bank's operations and review the extract of its accounts. In meetings of the Supervisory Board, any member can demand information on the bank's operations to the extent they find it necessary. The Supervisory Board can initiate investigations, either by the Supervisory Board itself or by a committee. 5. Review the bank's annual accounts, annual report and auditor's report, and make a statement to the general meeting on the Board of Directors' proposed annual accounts and suggestions for the use of profits or the coverage of losses. The Board of Directors' proposal and the auditor's report must be submitted to the members of the Supervisory Board at least one week before they are to be discussed. 6. Decide on remuneration for the bank's officers and auditor and set the remuneration/salary for the Chief Executive Officer. 7. Make decisions on Bank Advisory Councils pursuant to 5-1 of the Articles of Association. 8. Make statements on issues related to the Bank's operations, as required by the Board of Directors. The Supervisory Board can make recommendations to the Board of Directors on all topics. The Supervisory Board cannot make decisions on topics that pursuant to 3-4 of the Articles of Association are under the remit of the Board of Directors

5 Meeting minutes must be kept; the minutes are the responsibility of the chair of the meeting. The minutes must be approved and signed by all attendees, or by the chair of the meeting and two other attendees who are elected to do so during the meeting. CHAPTER 5 BANK ADVISORY COUNCILS 5-1 The Supervisory Board may decide that Bank Advisory Councils are to be established in the districts in which the Bank operates. 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 shall otherwise make decisions in matters specified by the Board of Directors. The bank's Board of Directors appoints 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 in the meetings. The Bank Advisory Councils shall consist of three to eight members, and one of these members shall be the chair. The Bank Advisory Councils elect their own chair. The appointment is for a two-year term. The maximum consecutive term of office shall not exceed six years. CHAPTER 6 GENERAL MEETING 6-1 The highest authority in the bank is exercised by shareholders through the general meeting, unless this authority is exclusively granted another of the bank's organs by special statutory provision. Each share has one vote in the general meeting. All decisions are made by simple majority, unless otherwise indicated in law and the Articles of Association. The ordinary general meeting must be held annually by the end of April at the bank's head office. The general meeting is called by the chair of the Supervisory Board. The notice calling a general meeting must be sent at least 21 days before the general meeting. When documents on items to be discussed in the general meeting are made available to shareholders on the bank's website, the Public Limited Liability Companies Act's requirement that documents must be sent to shareholders does not apply. This also pertains to documents that pursuant to the Public Limited Liability Companies Act are included in or enclosed with the notice calling the general meeting, including the bank s annual report. A shareholder may nevertheless request documents be sent regarding general meeting agenda items. The members of the Board of Directors and the auditor shall be called to the general meeting. The members of the Board of Directors have the right to attend and state their position in general meetings. The Chair of the Board of Directors and the Chief Executive Officer are required to attend the general meeting unless they have valid reasons for being absent. In such cases, a deputy must be designated. The Financial Supervisory Authority of Norway must be notified of the general meeting agenda in advance of the meeting, and at the latest at the same time as shareholders are notified of the meeting in compliance with applicable law. A copy of the minutes of the meeting must be submitted to the Financial Supervisory Authority of Norway immediately. 5

6 6-2 The chair of the Supervisory Board chairs the general meeting. In the event of the chair's absence, the general meeting elects a chair for the meeting. 6-3 The ordinary general meeting shall: 1. in the event of the absence of the chair of the Supervisory Board, elect a chair for the general meeting from among attending shareholders 2. elect 22 of the members of the Supervisory Board and 11 deputies from among the bank's shareholders. 3. elect members of the Nomination Committee, pursuant to to approve the annual accounts, including the allocation of annual profits or the coverage of annual losses 5. address other topics that pursuant to law or the Articles of Association are under the purview of the general meeting. 6-4 Voting is done in writing unless the meeting unanimously agrees to an alternative form of voting. The chair of the general meeting must ensure that meeting minutes are kept. The minutes must include the decisions of the general meeting and give the results of the voting. The list of attending shareholders and representatives must be included in or appended to the meeting minutes. The minutes must be signed by the chair of the general meeting and at least one other person designated by the general meeting from among attendees. The minutes must be available to shareholders and must be kept in a secure manner. CHAPTER 7 NOMINATION COMMITTEE 7-1 The Nomination Committee consists of up to five members. The chair of the Supervisory Board is member and the chair of the Nomination Committee. The other members are elected by the general meeting. The committee must have members from both groups from the Supervisory Board. The employees are entitled to one representative. The Savings Bank Foundation SR-Bank must be represented in the committee. The appointment is for a two-year term. The employee representative on the Nomination Committee is the only member of the Committee who submits nominations for the members of the Board of Directors that are elected by and among bank employees, and for these members' deputy. The Nomination Committee shall propose candidates - excluding employee representatives - the following appointments and functions: Chair and members of the Supervisory Board Chair and members of the Board of Directors Members of the Nomination Committee The Nomination Committee shall also propose remuneration for these. 6

7 CHAPTER 8 AUDITOR 8-1 The auditor must comply with the instructions and orders issued by the Supervisory Board as long as these do not violate provisions stipulated in law or pursuant to law, the bank's Articles of Association, or proper auditing practice. The auditor's notes and reports must be submitted to the Supervisory Board. The auditor's report must be provided at least two weeks prior to the meeting of the Supervisory Board in which the accounts are on the agenda. CHAPTER 9 TERMS OF DEPOSIT 9-1 The Board of Directors stipulate the terms of deposit and the terms of repayment of deposits in compliance with any applicable provisions issued by the Financial Supervisory Authority of Norway. CHAPTER 10 ANNUAL ACCOUNTS AND ANNUAL REPORT 10-2 The financial year follows the calendar year. The Board of Directors issue annual accounts and an annual report each financial year. The annual accounts and annual report must be made available to the auditor at least one month prior to the ordinary general meeting. The annual report and the audited accounts must be reviewed by the Supervisory Board prior to being presented to the general meeting. The general meeting must adopt the annual accounts by the end of April at the latest. CHAPTER 11 RETIREMENT AGE. TERM OF OFFICE The highest possible retirement age for permanent employees is 70 years An elected member or chair 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. In calculating these terms, only periods after 1 January 1978 in which an office was held are included. A person cannot be elected/re-elected to any of these offices if he/she is unable to hold office throughout the term due to the provisions of the preceding paragraph. CHAPTER 12 AMENDMENTS OF THE ARTICLES OF ASSOCIATION 12-1 Decisions to amend the Articles of Association are made by the general meeting. Such a decision requires a two-thirds majority of votes cast and of share capital represented in the general meeting. 7

8 Proposals for amendments of the Articles of Association must be submitted to the chair of the Board of Directors at the latest four weeks prior to the general meeting that is to consider the proposal. CHAPTER 13 ENTRY INTO FORCE 13-1 These Articles of Association will enter into force when they have been approved pursuant to Section 4 fourth paragraph of the Commercial Banks Act. 8