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Articles of association for Sbanken ASA

Adopted by the General Meeting on 28 April 2017.

Chapter 1. The company. Registered office. Object

Article 1-1
The name of the company is Sbanken ASA (the "Bank"), and it was established on 17 April 2015. The Bank's registered office is in the City of Bergen. The Bank is organised as a public limited company.

Article 1-2
The object of the Bank is to conduct banking activity within the legislative framework that applies at all times. The Bank shall be capable of performing all transactions and services that are customary or natural for banks to perform.

Chapter 2. Share capital. Capital base. Shares.

Article 2-1
The Bank's share capital is NOK 1,068,693,330 divided between 106,869,333 shares, each with a nominal value of NOK 10. The share capital is fully paid up.
The shares in the Bank shall be registered in the Norwegian Central Securities Depository (Verdipapirsentralen).

Article 2-2
The Bank may raise subordinated loan capital and other loan capital.
Raising of subordinated loan capital and perpetual capital shall be in accordance with a resolution by the General Meeting, passed with the same majority required to amend the Articles of Association, or by the Board of Directors pursuant to an authorisation granted by such majority. The authorisation shall be for a limited amount and shall be valid no longer than until the next General Meeting and for a maximum of 18 months.

Chapter 3. Board of Directors

Article 3-1
The Board of Directors shall consist of at least five and a maximum of seven members, elected by the General Meeting. In addition to board members elected by the General Meeting, the Board shall have members (and deputy members) elected by and from among the Bank's employees, in accordance with the applicable legislation.

At least half the board members must reside in Norway unless the King grants individual exemptions. The residence requirement does not apply to nationals of countries that are party to the EEA Agreement, when they reside in such a country.

The Chairman of the Board is elected separately.

The shareholder-elected board members are elected for two years at a time, unless otherwise decided by the General Meeting. As a general rule, the shareholder-elected board members who have served the longest shall resign each year. The first time, around half of the shareholder-elected board members shall step down based on a drawing of lots conducted by the Nomination Committee.
For board members who step down before the end of their term of office, a new board member shall be elected for the remainder of the period at the earliest opportunity.

All board members may be re-elected.

Article 3-2
The election of board members is prepared by a Nomination Committee. The Nomination Committee consists of three members.

The Nomination Committee's members, including who will be appointed Chair of the committee, are elected by the General Meeting for a term of up to two years. A maximum of one member of the Nomination Committee can be a member of the Bank's Board, and shall, in such case, not be nominated for re-election to the Board. The majority of the Nomination Committee's members shall be independent of the Bank's Board and management. The CEO and other senior executives of the Bank cannot be members of the Nomination Committee. However, the Chairman of the Board and the CEO shall be given an opportunity to attend at least one meeting of the Nomination Committee per year. Sections 6-7, 6-8 and 6-27 of the Public Limited Companies Act apply correspondingly to members of the Nomination Committee.

The Nomination Committee submits its recommendations to the General Meeting for the election of shareholder-elected members to the Board of Directors, and for remuneration of the board members. The remuneration payable to the Nomination Committee is decided by the General Meeting. The General Meeting may adopt rules of procedure for the Nomination Committee.

Article 3-3
The Board shall be convened by the Chairman and shall convene at least eight times a year and otherwise as often as necessitated by the Bank's business, or when a board member so requests.
The Board forms a quorum when more than half of the board members are present or take part in the consideration of a matter. However, the Board may not adopt a resolution unless all members of the Board, as far as possible, have been given an opportunity to take part in the consideration of the matter.
A board resolution requires the supporting vote of a majority of the attending board members or those who took part in the consideration of the matter. In the event of parity of votes, the chair of the meeting shall have the casting vote. Those voting for a resolution must nevertheless always make up at least half of all the board members.

Absent board members shall familiarise themselves with resolutions adopted in their absence.

Article 3-4
The Board is responsible for managing the Bank's affairs. The Board shall ensure an adequate organisation of the Bank's business activities, including ensuring that accounting and asset management are subject to adequate control.

Article 3-5
Two board members jointly, or the Chairman of the Board and the general manager jointly, may sign on behalf of the Bank. The Board of Directors may authorise specific employees to sign on behalf of the Bank. The Board of Directors may also grant powers of procuration and special powers of attorney.

Article 3-6
The CEO is responsible for the day-to-day management of the Bank's business, in accordance with general instructions laid down by the Board, as well as any other guidelines and orders the Board may issue.

The CEO must reside in Norway unless the King grants an individual exemption from this rule. The residence requirement does not apply to nationals of countries that are party to the EEA Agreement, when they reside in such a country.

Chapter 4. General Meeting.

Article 4-1
Shareholders exercise their supreme authority in the Bank through the General Meeting, unless exclusive authority has been vested in one of the Bank's other bodies by special statutory provision. At the General Meeting, each share carries one vote. All resolutions require a simple majority unless otherwise follows from law or the Bank's Articles of Association.

The General Meeting shall be held annually at the Bank's head office, by the end of April. The General Meeting is convened by the Board of Directors.

The Board of Directors and the auditor shall be invited to attend the General Meeting. Board members are entitled to attend and speak at the General Meeting. The Chairman of the Board and the CEO have a duty to be present, unless they have a valid excuse. In such case, a deputy must be appointed.

Shareholders are entitled to be represented by a proxy. The right to choose a proxy is unrestricted. The proxy shall present a written, dated authorisation. The authorisation is considered only to apply to the upcoming General Meeting unless it is evident that something else is intended. The authorisation can be retracted at any time.

Documents concerning matters to be considered by the Bank's General Meeting, including documents that are required by law to be included in or attached to the notice of the General Meeting, do not have to be sent to the shareholders if the documents are available on the Bank's website. Shareholders may nonetheless request to be sent documents relating to matters to be considered by the General Meeting.
In due time before the General Meeting, and no later than at the time lawful notice is given to the shareholders, the Financial Supervisory Authority of Norway must receive notice of the matters to be discussed. A copy of the minutes of the General Meeting must be sent to the Financial Supervisory Authority of Norway as soon as they become available.

Article 4-2
The annual accounts, annual report and auditor's report shall be presented to the General Meeting, and shall be distributed to shareholders who have not been sent these documents in advance.

Article 4-3
The Chairman of the Board of Directors opens the General Meeting and chairs the meeting until a chair is elected.

Article 4-4
The General Meeting shall:

  1. Elect a chair of the meeting, who does not have to be a shareholder;
  2. Elect a Nomination Committee to prepare the elections to take place at the next General Meeting, as well as stipulate the remuneration payable to the committee's members;
  3. Approve the annual report and accounts, including the distribution of dividend and the allocation of profit or coverage of loss;
  4. Consider and decide on other matters mentioned in the notice of the meeting and proposed by the Board of Directors or shareholders;
  5. Consider any other business that, by law or pursuant to the Bank's Articles of Association, is the business of the General Meeting.

Article 4-5
When the General Meeting is opened, the chair of the meeting shall have a list drawn up of attending shareholders and representatives of shareholders, stating the number of shares and votes represented by each person. This list shall be used until such time as it is amended by the General Meeting.

Article 4-6
Shareholders may cast their votes in writing, including by electronic communication, for a period prior to the General Meeting. The Board may stipulate more detailed guidelines for such advance voting. The notice of the General Meeting shall include a list of applicable guidelines.

The chair of the meeting must ensure that minutes are kept. The minutes shall include resolutions adopted by the General Meeting and state the outcome of voting. The list of attending shareholders and proxies shall be included in or attached to the minutes. The minutes shall be signed by the chair of the meeting and at least one other person appointed by the General Meeting from among those present. The minutes must be available to shareholders and stored in an adequate manner.

The Board may decide that shareholders wishing to attend the General Meeting must notify the Bank within a given deadline that cannot expire earlier than three days prior to the meeting.

Chapter 5. Auditor.

Article 5-1
The auditor shall comply with such instructions and orders as may be given by the General Meeting, as long as they are not in conflict with provisions stipulated by or pursuant to law, the Bank's Articles of Association or good auditing practice.
The auditor shall submit his/her comments and reports to the Board.

Chapter 6. Deposit terms.

Article 6-1
The Board of Directors stipulates detailed conditions for receiving and paying deposits in accordance with any rules set by the Financial Supervisory Authority of Norway.

Chapter 7. Annual accounts and annual report.

Article 7-1
The financial year follows the calendar year.
For each financial year, the Board of Directors shall publish annual accounts and an annual report.
The General Meeting shall approve the financial statements by the end of April at the latest.

Chapter 8. Age limit. Term of office.

Article 8-1
The upper age limit for permanent employees is 70 years of age.

Article 8-2
Elected board members or the Chairman of the Board may not hold office consecutively for longer than 12 years, or hold these offices for a total period of more than 20 years. When calculating these periods, only the time that the person in question has held offices in the Bank after 1 January 2015 shall be included. A person cannot be elected/re-elected to any of these offices if, under the provisions of this clause, the person is unable to hold office for the entire term for which he or she has been elected.

Chapter 9. Amendments to the Articles of Association.

Article 9-1
Any resolution to amend the Articles of Association must be passed by the General Meeting. Such resolution requires the approval of at least two-thirds of both the votes cast and the share capital represented at the General Meeting.
Proposals to amend the Articles of Associations must be sent to the Chairman of the Board no later than four weeks before the General Meeting is due to consider the proposal.
Amendments to the Articles of Association are subject to the approval of the Financial Supervisory Authority of Norway insofar as this is required under the applicable provisions. If such approval is required, the Articles of Association will enter into force from such time as such approval is granted.