Articles of Association of Sparekassen A/S

Name, registered office and objects of the Company

Article 1

(1). The name of the Company is Sparekassen Faaborg A/S.

The registered office of the Company is located in the Municipality of Faaborg-Midtfyn.

The Company also carries on banking under the names set out in Appendix 1. The Appendix forms an integral part of the Articles.

(2). The object of the Company is to carry on banking including any business related hereto pursuant to The Danish Act on Financial Operations.

Capital and shares

Article 2

(1). The share capital of the Company amounts to DKK 112,000 million divided into shares in the denomination of DKK 100. The share capital has been paid up in full.

(2). The shares are issued to named holders and inscribed on name in the Company’s Register of Shareholders and, upon entrance of the Company on the NASDAQ OMX Copenhagen A/S, in the inscription system kept by VP Securities.

The Company’s Register of Shareholders is kept on behalf of the company by VP Investor Services A/S.

(3). The shares cannot be transferred to bearer. The shares shall be negotiable instruments. The acquirer of a share cannot exercise rights embodied in the share certificate unless it has been recorded in the name of the person in question in the Register of Shareholders, or unless the acquirer has given substantiated notification in writing to the Company of his acquisition. But this provision shall affect neither the right to dividend and other disbursements nor the right to new shares in the event of an increase of the share capital.

(4). The shares shall be freely transferable instruments, see Article 4 clause (1). No shareholder shall be obligated to let the Company or any third party redeem his shares in full or in part, see Article 4, clause (1).

Article 3

(1) The Supervisory Board shall be authorised to increase the share capital in the period ending on 19 March 2012 by a maximum of DKK 62 mill. by way of one or more issues.

1 The increase of the Company’s capital may be effected without a pre-emptive right for the shareholders of the Company if the increase is effected in one of the below ways: • Issue of shares of up to DKK 1 mill for the benefit of the employees of the Company and subsidiaries. The shares may be subscribed for as bonus shares or shares at a discount to the market price. • Free subscription at market price. • Conversion of debt. • As remuneration for the Company’s acquisition of other banks or particular capital assets at a value corresponding to the value of the issued shares.

Except from this the shareholders have the right to subscribe to the new shares.

(2). The new shareholders shall at any future capital increases have the same pre-emptive subscription right as existing shareholders. The shares shall be negotiable instruments, shall be issued to named holders and shall rank for dividends and any other rights as from such time as determined by the Supervisory Board, but at the latest from the accounting year following the decision regarding the capital increase.

The new shares shall rank pari passu with existing shares.

(3). The Supervisory Board shall in connection with the capital increase be authorised to make the necessary amendments of the Articles of Association.

Article 4

(1). No shareholder is allowed to own more than 15% of the Company’s share capital without the consent of the Supervisory Board.

The Supervisory Board may consent only to Fonden for Sparekassen Faaborg or a holding company which may be established at a later date as part of a reconstruction of the financial activities of the Company.

Moreover the Supervisory Board may consent only in connection with a restructuring of the Company following capital losses and in agreement with the Danish Financial Supervisory Authority.

(2). Where the limit for shareholdings, see clause (1), is exceeded, the shareholder shall sell the excess part within 4 weeks of a written demand.

Where the shareholder does not comply with the demand before the expiry of the term, the Company shall be entitled to redeem the excess shareholding at par value, or, upon entrance of the Company on the Stock Exchange, at the price quoted where the price is below 100.

(3). Shares, belonging to different owners according to the recording in the Company’s Register of Shareholders, shall be deemed to have one shareholder in terms of Article 4, (1), if there exists a special relationship between the owners so that the exercise of the voting right in respect of the shares be deemed to be determined by the same stakeholders, including in cases where the owners through their shareholding or in any other manner are linked to or associated with a joint group or other community of interest.

2 The Management of the Company

Article 5

The management of the Company is in charge of the General Meeting, the Committee of Shareholders, the Supervisory Board, and the Executive Board.

General Meeting

Article 6

The General Meeting has the supreme authority of the Company.

Article 7

(1).

Annual General Meetings shall be held in the Municipality of Faaborg-Midtfyn at the latest by 15 April as determined by the Supervisory Board.

General Meetings shall be convened by the Supervisory Board on the company website, by insertion of an announcement in one national newspaper and in one local newspaper of , and by written notice to the shareholders recorded in the Register of Shareholders, who have so requested.

(2). The convening, which shall comprise the agenda of the Annual General Meeting, shall take place no sooner than 5 weeks nor later than 3 weeks prior to the General Meeting.

If any proposals are to be considered, the adoption of which is subject to a qualified majority, this shall be underlined in the convening.

(3). Any shareholder shall be entitled to have specific business transacted at the Annual General Meeting if he submits a requisition in writing to the Supervisory Board no later than 6 weeks before the Annual General Meeting.

(4). No later than 3 weeks prior to the General Meeting information about the General Meeting, among others the convening and other papers, which will be presented at the General Meeting, shall be available on the company website.

Article 8

Extraordinary General Meetings shall be held whenever the holding of such a meeting is re- quested by either the Committee of Shareholders, the Supervisory Board or by any of the auditors. An Extraordinary General Meeting shall also be held for the purpose of transacting specified business when shareholders representing in the aggregate not less than 5 percent of the Company’s total share capital request the holding of such a meeting. Such an Extraor- dinary General Meeting shall be convened no later than 14 days after the receipt of the appropriate request.

3 Article 9

The agenda of the Annual General Meeting, which shall be held in every year at the latest by 15 April, shall include the following items:

1. The Supervisory Board’s report regarding the Company’s activities during the past year. 2. The presentation of the audited Annual Report with a resolution for its adoption. 3. A resolution regarding the application of the profits or the covering of any loss according to the adopted Annual Report. 4. Election of members to the Committee of Shareholders. 5. Election of one or two state-authorised auditors. 6. Proposals, if any, from the Supervisory Board, the Committee of Shareholders or the shareholders. 7. Any other business.

Article 10 The Supervisory Board shall appoint a Chairman to officiate at the General Meeting.

Article 11

(1). Any shareholder, who owns shares in the company on registration date, shall be entitled to attend a General Meeting if he has requested an admission card at least 3 days prior to the General Meeting. Registration date is 1 week prior to the date of the General Meeting.

Shareholders may exercise their voting rights through written and dated proxies. Proxies may be issued for an indefinite period of time, but proxies issued to the Supervisory Board shall be dated not more than 12 months prior to the relevant General Meeting.

(2). Any shareholder may exercise his voting right provided that the shares are recorded in the Register of Shareholders by registration date (1 week prior to the General Meeting), or the company – at the latest by the same date - has received information about his acquisition to be recorded in the Register of Shareholders.

Each share amount of DKK 100 entitles to one vote, but no shareholder can cast more than 400 votes.

This restriction of voting rights is not applicable to a holding company established as referred to in Article 4, (1) provided a corresponding restriction of voting rights applies to the share- holders of this company.

Shares, belonging to different owners according to the recording in the Company’s Register of Shareholders, shall be deemed to have one shareholder if there exists a special relationship between the owners such as referred to in Article 4, (3).

Article 12

(1)

All business transacted at the General Meeting shall be decided by a simple, relative majority of votes, unless the Danish Legislation or these Articles of Association provide otherwise.

In case of parity of votes the proposal is removed.

4 (2) A resolution to alter the Articles of Association or to dissolve the Company is subject to the proposal being adopted by 2/3 of the votes cast as well as of the voting stock represented at the General Meeting.

When calculating the voting stock, shares beyond the ownership limit referred to in Article 4 shall not be included.

(3). If a proposal to alter the Articles of Association or to dissolve the Company has not been presented by the Committee of Shareholders of the Company, it is also required that at least one-third of the share capital is represented at the General Meeting.

The Committee of Shareholders

Article 13

(1). The Committee of Shareholders consists of total 43 members of which 26 members are elected by the General Meeting for a period of 4 years so that each year alternately 6 or 7 members resign – the first 3 years decided by lot.

5 members are appointed by The Foundation for Sparekassen Faaborg.

12 members of the Committee of Shareholders are appointed by the 2 shareholder regions referred to in Article 16 – 5 members from Assens shareholder region and 7 from shareholder region.

(2). Members of the Committee of Shareholders shall retire no later than 4 months after the end of the year in which they attain the age of 70.

Article 14

(1). The Committee of Shareholders shall hold meetings usually twice a year and when requested by the Chairman of the Supervisory Board or in writing by at least 10 members of the Committee of Shareholders.

(2). The meeting shall be convened by the Chairman of the Supervisory Board giving a notice of at least one week.

If the members request an extraordinary meeting to be held, the meeting shall be convened no later than one week after the receipt of the request.

(3). The Committee of Shareholders forms a quorum when at least 22 members are present.

(4). All decisions shall be decided by simple majority of votes.

5 (5). The Supervisory Board and the Executive Board are entitled to participate and to address the Meeting.

Article 15

(1). The Committee of Shareholders elects each year no later than 3 weeks after the Annual General Meeting 6-8 persons to become member of the Supervisory Board.

The members of the Supervisory Board are elected for 4 years.

One-fourth of the members elected by the Committee of Shareholders is alternately up for election each year. Re-election may take place. Each member’s election year is decided by lot.

(2). If a member of the Supervisory Board permanently or for a longer period becomes incapable of exercising his duty, the Committee of Shareholders can appoint another of its members to join the Supervisory Board.

(3). The Committee of Shareholders determines the fee which the members of the Supervisory Board receive. The Committee of Shareholders can decide to propose amendment of the Company’s Articles of Association to the General Meeting.

(4). The Committee of Shareholders shall receive a report on the status of the Company normally by the Executive Board at the annual meetings.

Interim accounts shall be presented to the Committee of Shareholders. Also the Annual Report prepared by the Executive Board and approved by the Supervisory Board shall be presented to the Committee of Shareholders before it is presented to the General Meeting for approval. The Committee of Shareholders is not obligated to verify the Annual Report.

Shareholders’ Meetings

Article 16

(1). Each year no later than 14 days after the Annual General Meeting a Shareholders’ Meeting shall be held in each of the shareholder region referred to in Appendix 2. Only shareholders of the region concerned shall be allowed to participate in the meeting.

Shareholders’ Meetings shall be convened in the same manner and with the same notice as the General Meeting but announcement shall only be inserted in newspapers published in the region.

The same rules as for the General Meeting shall be in force concerning admission card and proxy to Shareholders’ Meetings.

(2). Any shareholder may exercise his voting right provided that the shares are recorded in the Register of Shareholders by registration date (1 week prior to the General Meeting), or the company – at the latest by the same date - has received information about his acquisition to be recorded in the Register of Shareholders.

6 Each share amount of DKK 100 entitles to one vote, but no shareholder can cast more than 400 votes.

A shareholder who has cast his vote at the Annual General Meeting cannot cast his vote at the subsequent Shareholders’ Meeting the same year.

(3). The Annual Shareholders’ Meeting in Assens elects 5 members to the Committee of Shareholders and the Annual Shareholders’ Meeting in Odense respectively 7 members. These members shall have their permanent address in the shareholder region in question.

The members from the region shall be elected for a period of 4 year. Each year 1 or 2 members shall resign – first time by lot after 1 year.

The Supervisory Board

Article 17

(1). The Supervisory Board shall be composed of not less than 6 or more than 8 members elected by the Committee of Shareholders and of other additional members pursuant to Danish legisla- tion.

The Supervisory Board elects a Chairman and a Deputy Chairman from among their number. The age limit applying for the Committee of Shareholders referred to in Section 13, (2) shall apply for the Supervisory Board.

Article 18

(1). Board Meetings shall be held as often as deemed necessary and when the Chairman shall deem it necessary or when required by one Board Member or the Executive Board or the auditors.

(2). Decisions shall be made by majority of votes. By equality of votes, the Chairman shall hold the casting vote or in his absence the Deputy Chairman.

(3). The Supervisory Board shall determine a rule of procedure and hereby specific directions regarding the performance of its duties.

(4). The Supervisory Board shall determine – within the frames of Danish legislation and the Articles of Association – specific rules for election of members to the Company’s Committee of Shareholders and Supervisory Board.

(5). Minutes shall be kept of the business transacted at the Board Meetings and signed by the Board Members.

7 The Executive Board

Article 19

(1).

The Supervisory Board shall employ the Executive Board to be in charge of day-to-day management of the Company.

The terms of employment of the Executive Board shall be laid down in agreement between the Executive Board and the Supervisory Board.

(2). The Executive Board shall participate in the meetings of the Supervisory Board unless matters are transacted concerning the personal conditions of the Executive Board.

The Executive Board has no voting right.

(3). The Executive Board shall be in charge of the day-to-day management, among others employment and dismissal of the staff of the Company. The Supervisory Board shall draw up general rules and determine the principles for the business conduct.

Subscription matters

Article 20

(1).

The Company shall be bound in legal transactions by the joint signatures of the Chairman or the Deputy Chairman of the Supervisory Board and any one member of the Supervisory Board, by a member of the Executive Board and any one member of the Supervisory Board, or by joint signature of 2 members of the Executive Board.

(2). The Supervisory Board shall be entitled to grant joint powers of procuration and special proxy.

Financial year and audit

Article 21

(1)

The Company’s financial year shall coincide with the calendar year. The first financial year shall start from the founding of the Company on 1 July 1989 to 31 December 1989.

(2).

The Company’s annual report shall be audited by one or two state-authorised auditors elected by the General Meeting for one year at a time.

8 Amendments of the Articles of Association

Article 22

The Supervisory Board is authorised to implement changes and amendments of the papers filed with the Danish Commerce and Companies Agency (DCCA) in case DCCA find it necessary or appropriate in connection with the registration of the adopted decisions.

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Thus amended in accordance with the resolution of the General Meeting on 15 March 2010.

9 Appendix 1:

Sparekassen Faaborg A/S also operates under the following names.

FAABORG SPARE- OG LAANEKASSE A/S (Sparekassen Faaborg A/S), KORINTH SPAREKASSE A/S (Sparekassen Faaborg A/S), VESTER AABY SPAREKASSE A/S (Sparekassen Faaborg A/S), BROBYVÆRK SPAREKASSE A/S (Sparekassen Faaborg A/S), JORDLØSE SPAREKASSE A/S (Sparekassen Faaborg A/S), VESTER HÆSINGE SPAREKASSE A/S (Sparekassen Faaborg A/S), HORNE SPAREKASSE A/S (Sparekassen Faaborg A/S), SPAREKASSEN ALLESTED-VEJLE A/S (Sparekassen Faaborg A/S), SPAREKASSEN RINGE A/S (Sparekassen Faaborg A/S), HAANDVÆRKER-SPAREKASSEN ASSENS A/S (Sparekassen Faaborg A/S), SPAREKASSEN ASSENS A/S (Sparekassen Faaborg A/S), SPAREKASSEN EBBERUP A/S (Sparekassen Faaborg A/S), SPAREKASSEN ODENSE A/S (Sparekassen Faaborg A/S), SPAREKASSEN DALUM A/S (Sparekassen Faaborg A/S), SPAREKASSEN NÆSBY A/S (Sparekassen Faaborg A/S), SPAREKASSEN A/S (Sparekassen Faaborg A/S), SPAREKASSEN FERRITSLEV A/S (Sparekassen Faaborg A/S), SPAREKASSEN HØJBY A/S (Sparekassen Faaborg A/S), SPAREKASSEN A/S (Sparekassen Faaborg A/S), SPAREKASSEN A/S (Sparekassen Faaborg A/S), SPAREKASSEN SPAR FYN A/S (Sparekassen Faaborg A/S), SPARBANK FYN A/S (Sparekassen Faaborg A/S), SPAR FYN BANK A/S (Sparekassen Faaborg A/S), SPARBANKEN A/S (Sparekassen Faaborg A/S), SPARBANK FAABORG A/S (Sparekassen Faaborg A/S), FAABORG BANK A/S (Sparekassen Faaborg A/S), PENGE&BOLIG BANKEN A/S (Sparekassen Faaborg A/S), SPAREKASSENS ERHVERVSBANK A/S (Sparekassen Faaborg A/S), ERHVERVSBANK FYN A/S (Sparekassen Faaborg A/S), FYNS ERHVERVSBANK A/S (Sparekassen Faaborg A/S) BANK FYN A/S (Sparekassen Faaborg A/S).

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Appendix 2

List of shareholder regions – shown by postal code:

ASSENS shareholder region

5463 5464 5466 Asperup 5500 5560 5580 Nr. Aaby 5591 5592 Ejby 5610 Assens 5620 5631 Ebberup 5683 .

ODENSE shareholder region

5000 Odense C. 5100 Odense C. 5200 Odense V. 5210 Odense NV. 5220 Odense SØ. 5230 Odense M. 5240 Odense NØ. 5250 Odense SV. 5260 Odense S. 5270 Odense N. 5290 Marslev 5300 5320 5330 5350 Rynkeby 5370 Mesinge 5380 Dalby 5390 5400 5450 5462 5471 Søndersø 5474 Veflinge 5485 5491 5492 5540 5550 5690 5792 Årslev 5863 Ferritslev.

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