Articles of Association

The company's name is Sparebanken Møre.
Sparebanken Møre's registered office is in Ålesund municipality.

The purpose of the savings bank is to carry out business and services that it is customary or natural for savings banks to perform, and which are within the framework of the legislation in force at any given time, and the licences granted at any given time.

The savings bank may provide investment services and related services in accordance with the provisions of the Securities Trading Act. 

The original basic funds have been repaid or are not required to be repaid.
Grants to the original primary funds do not entitle the holder to a return.    

The Savings Bank may issue negotiable equity certificates with indirect representative rights at the general meeting in accordance with the Financial Institutions Act. The equity certificates must be registered with the Norwegian Central Securities Depository.

The savings bank's paid-up equity capital amounts to NOK 988,695,400 divided into 49,434,770 equity certificates of NOK 20 each fully paid up.

The general meeting is the savings bank's highest authority. 

The general meeting shall have 44 members with 14 deputy members:

• 13 members and 4 deputy members are elected by and from among the bank's customers. 
• 17 members and 4 deputy members are elected by the owners of equity certificates.
• 11 members and 4 deputy members are elected by and among the employees.
• 3 members and 2 deputy members, are elected by the general meeting to represent the community function.

The general meeting elects the chairman and deputy chairman from among the members of the general meeting who are not employed by the savings bank.

The members and deputy members of the general meeting are elected for four years. 

Of the members elected at the first election, at least one-fourth leave by lot at each of the next elections, and thereafter each year those who have served the longest. 

Election of members and deputy members to the general meeting must be held by the end of April.

The term of office as chairman and deputy chairman of the general meeting is two years. If the person who is elected has only one year of service left as a member of the general meeting, the term of service as chairman and/or deputy chairman is correspondingly shortened.

Sections 6-36, 6-6 (1), (2) first sentence (3) and (4), 6-7 and 6-8 of the Public Limited Liability Companies Act apply to other length of service, other elections, and 6-7 and 6-8 of the Public Limited Liability Companies Act to the extent applicable. 
Members and/or deputy members of the general meeting resign from their positions if the eligibility requirements are no longer met.  
The chairman of the general meeting is subject to the provisions of sections 9-9 and 9-10 of the Financial Institutions Act.

Customers who have and in the last 6 months have had deposits in the savings bank of at least NOK 2,500,-, elect as many members and deputy members as section 3-2 stipulates.

Only persons of legal age may vote in the election as a personal customer, or as a representative of another customer. No one may cast more than two votes in the election, one on the basis of their own contribution, and one as a representative of another customer.

Only a personal customer who has the right to vote and otherwise meets the eligibility requirements may be elected as a member and deputy member, cf. Article 3-3 of the Articles of Association.

The customers' election of members and deputy members will take place on election days and will take place in the following electoral districts:

The general meeting shall lay down further instructions for the election. Amendments to the instructions are adopted by a majority as for amendments to the articles of association.    

A personal owner or a representative of the non-personal owner of equity certificates may be elected as a member and deputy member of the owners of equity certificates.

The general meeting shall lay down further instructions for the election. Amendments to the instructions are adopted by a majority as for amendments to the articles of association.

The employees' election to the general meeting shall be conducted in accordance with Regulation No. 9386 of 23 December 1977 on the employees' right to representation in the governing bodies of savings banks and commercial banks.   

The general meeting elects as many members and deputy members to represent the public function as section 3-2 stipulates.  

Only persons of legal age resident in the municipalities in which the savings bank has its area of operation and otherwise meet the eligibility requirements may be elected as members and deputy members, cf. Section 3-3 of the Articles of Association.

The annual general meeting shall be held each year by the end of April.

It may be stipulated in the notice that members who are unable to attend the general meeting must notify the savings bank of this as soon as possible, and no later than five days before the meeting. Deputy members are summoned to the general meeting when they are due.

When documents relating to matters to be dealt with at the general meeting are made available on the savings bank's website, the statutory requirement that the documents must be sent to the members of the general meeting does not apply. This also applies to documents that, according to law, must be included in or attached to the notice convening the general meeting. A member of the general meeting may nevertheless request to be sent documents relating to matters to be dealt with at the general meeting.

The board may not decide that meetings of the general meeting will only be held electronically, unless this is done on the basis of mitigating the consequences of an outbreak of infection.

The Board of Directors may decide that the members of the general meeting shall be able to give their votes in writing, including by means of electronic communication, for a period prior to the general meeting. This does not apply if the board finds that there are objective reasons for refusing electronic participation in the general meeting.

The members of the general meeting are personally elected, and may not attend by proxy or be assisted by an adviser.

The meetings of the general meeting are opened and chaired by the chair of the general meeting. In his absence, the meetings are opened and chaired by the deputy chair. If none of these participate, the meeting is opened by the chairman of the board and a chairperson is elected from among the members of the general meeting.

Each member of the general meeting has one vote.

Decisions are made by ordinary majority, unless otherwise stipulated by law or articles of association. If the number of votes is equal, what the chairperson agrees to applies.

In order for the general meeting to be able to make a decision, at least half of the members must attend.

At the Annual General Meeting, the following matters shall be considered and decided:

• Approval of the annual accounts and the annual report, including distribution of dividends.
• Other matters which, according to the Act or the Articles of Association, fall within the remit of the General Meeting.

Decisions on the admission of, or authorisation to raise subordinated loans or bonus bonds, are made by the general meeting by a majority as for amendments to the articles of association. The same applies to the admission of debt instruments that can be used to cover the minimum requirement pursuant to Section 20-9, first paragraph, of the Financial Institutions Act, i.e. convertible debt with priority as specified in Section 20-32, first paragraph, no. 4 of the Financial Institutions Act.  

The board consists of 8 members and must be diversely composed.

6 of the members are elected by the general meeting. The chairman and deputy chairman of the board are elected by the general meeting in separate elections, and may not be employed by the bank.

2 of the members with 2 deputy members are elected by and from among the employees. The deputy members are elected in order. 

The board members and deputy members are elected for two years.

Resigned members and deputy members may be re-elected, cf. nevertheless Section 6-1 (maximum term).

The board's tasks and responsibilities follow from laws, regulations and resolutions of the general meeting.

The savings bank's company is subscribed for by the CEO alone, or by the chairman of the board and one board member jointly, or by the deputy chairman of the board and one board member jointly. 

The board may grant power of procuration.

The savings bank shall have an audit committee, a risk committee and a remuneration committee elected by and among the members of the board.

The committees shall carry out the tasks that follow from laws, regulations, other public regulations and orders from the board.

The savings bank must have a managing director who is appointed by the board.  

The CEO's duties follow from laws, regulations and instructions adopted by the Board.

The general meeting elects a nomination committee from among the members of the general meeting. The chair of the committee is elected by the general meeting by special election, and cannot be elected from among the employees.

The Nomination Committee shall consist of 6 members, of which 2 members shall be elected from among the equity certificate owner-elected members of the General Meeting, 2 members shall be elected from among the customer-elected members of the General Meeting, 1 member shall be elected from among the employee-elected members of the General Meeting and 1 member shall be elected from among the members elected for the community function.

Efforts shall be made to ensure that the overall composition of the nomination committee reflects the interests of the general meeting.

The election is valid for 2 years at a time, but the member remains in office until a new member is elected.

A committee member who resigns may be re-elected, but not if this results in the term of office lasting continuously beyond 6 years. 

The nomination committee shall prepare the election of:

• The members of the general meeting and deputy members who will represent the social function.
• Chairman and deputy chairman of the general meeting.
• The chairman, deputy chairman and other members and deputy members of the board with the exception of employee representatives.
• Chairman and members of the nomination committee referred to in this section.

In the event of a tie in the nomination committee, the recommendation endorsed by the chairperson of the meeting shall apply. 

The nomination committee's recommendation must be justified. 

The customer-elected members of the general meeting elect a nomination committee. The chairman of the committee is elected by the customer-elected members of the general meeting by special election.

The nomination committee shall have 4 members.

The nomination committee shall, as far as possible, have members from all electoral districts mentioned in section 3-4.

The provisions of Section 5-1, 4th and 5th paragraphs, concerning election period and term of office apply correspondingly. 

The nomination committee shall prepare the customers' choice of:

• Members and deputy members of the general meeting.
• The chair and other members of the nomination committee referred to in accordance with this section.

The nomination committee's recommendation must be justified.

At a meeting of equity certificate holders, the owners of equity certificates elect a nomination committee. The chair of the committee is elected by the equity certificate owners' meeting by a special election.

The nomination committee shall have 3 members. At least 1 of the members must be a member of the general meeting.

The provisions of Section 5-1, 4th and 5th paragraphs, concerning election period and term of office apply correspondingly. 

The nomination committee shall prepare the equity certificate holders' election of:

• Members and deputy members of the general meeting.
• The chair and other members of the nomination committee referred to in this section.

The nomination committee's recommendation must be justified.

An elected member of, or deputy chairman or chairman of, the general meeting or the board of directors may not hold this position of trust for a continuous period longer than 12 years, and in any case may not hold the same position of trust for more than 20 years in total.      

Profits from the savings bank's activities after deduction of dividends and distribution of gifts shall be added to the savings bank's fund.

The year's profit and dividend funds are divided between the savings bank's primary fund and the equity capital. Dividend funds can be used for dividends on the equity capital, for gifts for charitable purposes, transferred to gift funds, or transferred to foundations for non-profit purposes.

Losses according to the income statement for the last financial year shall first be sought to be covered by proportionate transfer from the primary capital capital, including the gift fund, and the equity share capital that exceeds the ownership share capital stipulated in the articles of association, including the equalisation fund. 

Losses that are not covered in this way are covered by proportionate transfers from the share premium fund and the compensation fund. 
Further losses are covered by a reduction of the ownership share capital laid down in the articles of association, and possibly by a reduction of other capital when this follows from the articles of association or the terms of the agreement.

A decision to wind up the savings bank is made by the general meeting by a majority, as in the case of amendments to the articles of association. 

In the event of liquidation of the savings bank, the savings bank's surplus funds shall be transferred to one or more savings bank foundations after all obligations have been covered.

Amendments to these articles of association may be adopted by the general meeting.  

A decision to amend the articles of association requires the approval of at least two-thirds of the votes cast.  

Amendments to the articles of association as specified in section 7-2 of the Financial Institutions Regulation may not be implemented until they have been approved by Finanstilsynet.

In the following cases, the approval of at least two-thirds of the votes cast by the members elected by the equity certificate holders is required, in addition to the support of at least two-thirds of the votes cast at the general meeting:

a) Reduction of the equity capital.
b) Increase of the ownership share capital.
c) Subscription rights with the right to subsequently require the issuance of equity certificates.
d) Loans with the right to require equity certificates to be issued.