ARTICLES OF ASSOCIATION of SpareBank 1 SMN (into effect on 13 March 2008) CHAPTER 1 NAME, HEAD OFFICE LOCATION, OBJECTS Article 1-1 SpareBank 1 SMN was formed by the amalgamation of a number of previously independent savings banks. SpareBank 1 SMN shall have its registered head office in the City of Trondheim and branches in the following municipalities: Agdenes, Aure, Averøy, Bindal, Eide, Flatanger, Fosnes, Frosta, Fræna, Frøya, Grong, Hitra, Holtålen, Høylandet, Inderøy, Leka, Leksvik, Levanger, Lierne, Malvik, Melhus, Meråker, Midtre Gauldal, Molde, Mosvik, Namdalseid, Namsos, Namsskogan, Nærøy, Oppdal, Orkdal, Osen, Overhalla, Rauma, Rennebu, Rissa, Roan, Røros, Skaun, Snåsa, Steinkjer, Stjørdal, Sunndal, Surnadal, Trondheim, Verdal, Verran, Vestnes, Vikna, Åfjord and Ålesund. The objects of the bank are to promote saving by accepting deposits from an undefined range of depositors and to manage the funds at its disposal in a secure manner in accordance with the provisions of law governing savings banks at any and all times. The savings bank may conduct all ordinary banking operations and banking services in accordance with legislation and regulations in force at any and all times, and provide investment services within the licences held at any and all times. Neither founders nor other parties are entitled to any return from the business beyond such dividends as may be earned on primary capital certificates (PCCs). CHAPTER 2 PRIMARY CAPITAL CERTIFICATE (PCC) CAPITAL Article 2-1 The original capital of the amalgamated savings banks has either been repaid or does not need to be repaid. A complete list is given in previous articles. With the consent of the King, the Supervisory Board may decide to issue transferrable dividend- bearing PCCs conferring the right to be represented on the Supervisory Board under section 2 second paragraph of the Savings Banks Act. The savings bank's PCCs shall be registered with the Norwegian Central Securities Depository (Verdipapirsentralen). The savings bank’s PCC capital shall be NOK 1.440.093.700,- divided into 57.603.748 PCCs of NOK 25 each, fully paid-up. All acquisitions of PCCs shall be notified to the bank within 1 month. Acquirers of PCCs are entitled to vote once the acquisition has been registered with the Norwegian Central Securities Depository. CHAPTER 3 SUPERVISORY BOARD Article 3-1 The Supervisory Board of the savings bank shall ensure that the bank functions in accordance with its objects and in conformity with legislation, articles of association and decisions of the Supervisory Board. The Supervisory Board shall have 43 members and 32 alternates. 8 members and 8 alternates shall be elected by South Trøndelag, North Trøndelag and Møre and Romsdal county councils in accordance with article 3-3 below. 8 members and 8 alternates shall be elected by the depositors in accordance with article 3-2 below. 10 members and 6 alternates shall be elected by the employees in accordance with rules laid down by the King. The employees' election must be held before the end of January. 17 members and 10 alternates shall be elected by the holders of PCCs in accordance with regulations laid down by the Ministry of Finance. The election must be held before the end of April. Members of the Supervisory Board shall serve a 4 year term. Alternates elected from among the depositors shall serve for 1 year. Alternates elected by the employees shall serve for 2 years. Alternates elected by the county councils and by the PCC holders shall serve for 4 years. Article 3-2 Depositors who live or work, or – in the case of corporate depositors – have their registered office in Agdenes, Aure, Averøy, Bindal, Eide, Flatanger, Fosnes, Frosta, Fræna, Frøya, Grong, Hitra, Holtålen, Høylandet, Inderøy, Leka, Leksvik, Levanger, Lierne, Malvik, Melhus, Meråker, Midtre Gauldal, Molde, Mosvik, Namdalseid, Namsos, Namsskogan, Nærøy, Oppdal, Orkdal, Osen, Overhalla, Rauma, Rennebu, Rissa, Roan, Røros, Skaun, Snåsa, Steinkjer, Stjørdal, Sunndal, Surnadal, Trondheim, Verdal, Verran, Vestnes, Vikna,Åfjord and Ålesund municipalities, and who hold and have held a deposit of at least NOK 500 with the bank for the last 6 months, shall each year elect members and alternates distributed as follows: Members Alternates Election district I: 3 3 Election district II: 3 3 Election district III: 2 2 8 8 Of the members elected by depositors at the first election, at least one quarter shall stand down at each of the next 3 elections after drawing of lots, and thereafter each year those who have served longest. Lots shall be drawn by the Election Committee for the Supervisory Board. Only persons of full age may vote as personal depositors or as proxy for another depositor. No-one may cast more than 2 votes, 1 on the basis of his own deposit and 1 as proxy for another depositor. The depositors' election of members and alternates shall take place on election days in accordance with rules laid down by the Ministry of Finance. The elections shall take place in the following voting districts: District includes the Bindal, Leka, Vikna, Nærøy, Namsos, Fosnes, Flatanger, I municipalities of: Høylandet, Namsskogan, Lierne, Grong, Overhalla, Steinkjer, Osen, Namdalseid, Snåsa, Verran, Inderøy, Mosvik, Verdal, Levanger, Stjørdal, Meråker and Frosta in North Trøndelag District includes the Holtålen, Midtre Gauldal, Rennebu, Melhus, Orkdal, Skaun, II municipalities of: Agdenes, Oppdal, Røros, Leksvik, Roan, Åfjord, Rissa, Frøya, Hitra, Aure, Trondheim and Malvik in South Trøndelag District includes the Averøy, Eide, Fræna, Molde, Rauma, Sunndal, Surnadal, Vestnes III municipalities of: and Ålesund in Møre and Romsdal Only persons of full age who are entitled to vote under the rules of the first paragraph may be elected by depositors as members of the Supervisory Board and as alternates, see the Savings Banks Act section 8(a). Elections under this article must be held before the end of April. Members who have completed their term of office may be re-elected; see however Chapter 10. Article 3-3 South Trøndelag, North Trøndelag and Møre and Romsdal county councils shall elect 8 members and 8 alternates every four years distributed as follows: County council Members Alternates South Trøndelag 3 3 North Trøndelag 3 3 Møre and Romsdal 2 2 Article 3-4 Holders of PCCs who wish to participate in the election pursuant to article 3-1 shall notify the bank accordingly within a given deadline which shall be specified in the invitation and shall not expire more than 3 days before the date of the election. Should a PCC holder fail to notify his intention in time, he may be refused permission to participate in the election. Newspaper announcements regarding the PCC holders' elections shall be run in Adresseavisen, Trønder Avisa, Aftenposten and Romsdals Budstikke respectively. CHAPTER 4 CONTROL COMMITTEE Article 4-1 The Supervisory Board shall elect a control committee with 3 members and 2 alternates. Members shall serve a 2 year term. One member of the Control Committee shall have the qualifications required of judges under section 54 second paragraph of the Courts of Justice Act (No. 5 of 13 August 1915). The Supervisory Board shall elect the chairman and vice-chairman of the Control Committee by separate elections for a two-year term. The Control Committee shall oversee the savings bank's activity in accordance with the Savings Banks Act section 13 and instructions issued by the Supervisory Board and approved by the Financial Supervisory Authority of Norway (Kredittilsynet). CHAPTER 5 BOARD OF DIRECTORS Article 5-1 Board of Directors The Main Board of Directors (styre) comprises 7-10 members in accordance with resolutions of the Supervisory Board with a maximum of 6 alternates. The Supervisory Board shall elect 6-9 members and 3 alternates. The Supervisory Board shall in addition elect 1 member and 1 alternate nominated by the employee-elected members of the Supervisory Board. Efforts should be made to ensure a regional distribution among the members of the Board of Directors. The chairman and vice-chairman shall be elected by the Supervisory Board by separate elections for a 2 year term. All elected members shall serve for 2 years and the alternates for 1 year. Of the elected members at least one half shall stand down at the next election after drawing of lots, and thereafter each year those who have served longest. Lots shall be drawn by the Election Committee. Members and alternates who have completed their term of office may be re-elected, see however Chapter 10. Except where otherwise decided by the Board of Directors in the particular instance, the chief executive has the right and obligation to participate in the consideration of matters by the Board of Directors and has the right to express opinions. Article 5-2 The chairman shall convene meetings of the Board of Directors at least once a month and otherwise as often as the savings bank's activity requires or when a Board member so demands. The Board of Directors shall be quorate when more than half the members are present. Resolutions are valid when at least half the members present vote in favour. In the event of a tied vote, the chairman of the Board or the meeting shall have the deciding vote. The minutes of the Board shall be signed by those present who shall be jointly accountable, unless any of them have recorded their protest in the minutes. Absent members shall acquaint themselves with decisions taken in their absence. Article 5-3 The Board of Directors shall manage the activity of the savings bank in conformity with legislation, the articles of association and further regulations issued by the Supervisory Board. The Board of Directors shall be responsible for managing the funds at the disposal of the savings bank in a secure and expedient manner.