Approved under the resolution of shareholders of 09 December 2008.

1. General Provisions

1.1. The business name of BIGBANK AS (hereinafter referred to as the Bank) shall be BIGBANK AS.

1.2. The seat of the Bank shall be the City of Tartu.

1.3. The Bank is a credit institution founded as a Public Limited Company which operates under the activity licence issued by the Financial Supervision Authority.
1.4. The Bank shall follow in its operations the laws and other legislation of the Republic of Estonia and these Articles of Association.

1.5. The Bank shall be liable for the performance of its obligations with all of its assets.

1.6. The liability of shareholders of the Bank for the obligations of the Bank is limited to the value of the shares held by them, unless otherwise prescribed by law.

2. Principal Activities of the Bank

2.1. The areas of activity of the Bank shall include the following:

2.1.1. deposit transactions for the receipt of deposits and other repayable funds from the public;

2.1.2. borrowing and lending operations;

2.1.3. leasing transactions;

2.1.4. other transactions which are essentially similar to the transactions specified in clauses 2.1.1.-2.1.3.

2.2. The Bank is entitled to conclude transactions and perform acts other than those specified in these Articles of Association, if these are directly ancillary or supplementary to its principal activity and are required to ensure the operations of the Bank.

3. Share Capital

3.1. The minimum share capital of the Bank shall be EEK 80,000,000 (eighty million) and the maximum share capital shall be EEK 200,000,000 (two hundred million). The share capital of the Bank (hereinafter referred to as the Share Capital) may be increased or reduced within the limits of the minimum Share Capital and maximum Share Capital without amending these Articles of Association.

3.2. The Share Capital is divided into ordinary registered shares with a nominal value of EEK 1,000 (one thousand). Each share shall grant one vote to the holder thereof at the general meeting of shareholders of the Bank. An ordinary registered share shall grant the holder thereof the right to participate in the management of the Bank and in the distribution of profit and of remaining assets on dissolution of the Bank, and other rights prescribed by law and the Articles of Association.

3.3. The Bank may issue registered bonds, the holders of which are entitled to exchange the bond for a share (convertible bonds). The amount of the nominal values of convertible bonds may not be greater than 1/10 of the Share Capital.

3.4. The rights arising from the shares shall belong to the person who has been entered in the share register of the Bank as a shareholder. The share register of the Bank shall be maintained by the registrar of the Estonian Central Register of Securities. Share certificates shall not be issued.

3.5. A shareholder shall be entitled to freely transfer and pledge the shareholder's shares. A share shall be deemed as being pledged as of entering into the contract complying with the requirements arising from law and making a notation on the on the pledge in the Estonian Central Register of Securities.

4. Increase of the Share Capital

4.1. The Share Capital may be increased by issuing new shares or increasing the nominal value of the existing shares either by making supplementary contributions or by a bonus issuance.

4.2. The Share Capital may be increased by non-monetary contributions in the cases prescribed by law. The Management Board or a person appointed by the Management Board shall valuate the non-monetary contribution, taking the usual value of a thing or right as the basis. An auditor shall audit the valuation of non-monetary contributions in accordance with the procedure provided for by law.

4.3. The Share Capital may be increased by exchanging the convertible bonds for shares or by setting off the financial claim arising from a subordinated loan contract and issuance price of the shares.

4.4. The increase of the Share Capital shall be decided at the general meeting, if at least 2/3 of the votes determined by the shares represented at the general meeting are in favour thereof.

4.5. The Share Capital shall be deemed as being increased as of the registration of the increase of the Share Capital pursuant to the procedure prescribed by legislation.

5. Reduction of the Share Capital

5.1. The Share Capital of the Bank may be reduced pursuant to the terms and conditions provided by law by cancelling shares or reducing the nominal value of shares.

5.2. The reduction of the Share Capital shall be decided at the general meeting, if at least 2/3 of the votes determined by the shares represented at the general meeting are in favour thereof.

5.3. The Share Capital shall be deemed as being reduced as of the registration of the reduction of the Share Capital pursuant to the procedure prescribed by legislation.

6. General Meeting of Shareholders

6.1. The highest directing body of the Bank shall be the general meeting of shareholders of the Bank. General meetings are either annual or special.

6.2. An annual general meeting shall be held once a year no later than within six (6) months after the end of the financial year, unless otherwise prescribed by law.

6.3. The Management Board shall call a special general meeting, if at least one of the following circumstances is present:

6.3.1. the net assets of the Bank are less than the limit prescribed by law;

6.3.2. shareholders whose shares represent at least 1/10 of the Share Capital demand that the general meeting be called,

6.3.3. the Supervisory Board or an auditor demands that the general meeting be called;

6.3.4. another person, who has the corresponding right pursuant to law, demands that the general meeting be called;

6.3.5. the general meeting is clearly necessary in the interests of the Bank.

6.4. The Management Board shall send the notice on the general meeting of shareholders to all the shareholders by a registered letter to the address entered in the share register. The notice of the annual general meeting shall be sent at least three (3) weeks before the meeting and the notice of the special general meeting shall be given at least one (1) week before the meeting. If the Bank has more than one hundred (100) shareholders, notices need not be sent to the shareholders, however a notice of the general meeting shall be published in at least one daily national newspaper.

6.5. The general meeting shall be authorised to adopt resolutions if over one-half of the votes represented by shares are present thereat. If the required number of votes is not represented at the general meeting, the Management Board shall call a new meeting with the same agenda within three weeks, but not earlier than after seven days. The new general meeting shall be authorised to adopt resolutions regardless of the number of votes represented at the meeting.

6.6. The general meeting shall decide on matters placed in the authority of the general meeting by law. The general meeting may adopt resolutions on other matters related to the activities of the Bank on the demand of the Management Board or the Supervisory Board.

6.7. A resolution of the general meeting shall be adopted if over one-half of the votes represented at the general meeting are in favour. In the cases specified in law or these Articles of Association, the greater majority of votes or the consent of the holders of shares of a certain class is required to adopt a resolution.

7. Supervisory Board

7.1. The Supervisory Board is the directing body of the Bank that shall plan the activities of the Bank, give instructions to the Management Board to organise the management of the Bank and supervise the activities of the Bank as well as the activities of the Management Board upon managing the Bank. The Supervisory Board shall have the rights and obligations prescribed by law and these Articles of Association.

7.2. The Supervisory Board shall consist of five (5) to seven (7) members. The members of the Supervisory Board shall be elected and removed by the general meeting. A member of the Supervisory Board shall be elected for a term of office commencing on the day following the day of making the resolution on the election of the member of the Supervisory Board and expiring on the day of making the resolution on the approval of the annual report for the current financial year.

7.3. Members of the Supervisory Board shall elect a chair of the Supervisory Board from among themselves, who shall organise the activities of the Supervisory Board. Members of the Supervisory Board may elect a vice chair or vice chairs of the Supervisory Board from among themselves, who shall replace the chair during his or her absence.

7.4. Meetings of the Supervisory Board shall be held when necessary but not less frequently than once every three (3) months.

7.5. A meeting of the Supervisory Board shall be authorised to adopt resolutions, if over one-half of the members of the Supervisory Board participate therein.

7.6. The resolutions of the Supervisory Board shall be adopted at the simple majority of votes. Every member of the Supervisory Board shall have one vote. A member of the Supervisory Board shall not have the right to abstain from voting or to remain undecided.

7.7. Minutes shall be taken of the meetings of the Supervisory Board. The minutes shall be signed by all the members of the Supervisory Board who participate in the meeting and the recording secretary of the meeting. The positions and votes of a member of the Supervisory Board shall be deemed as being valid, if the member of the Supervisory Board participating in the meeting has signed the minutes of the meeting of the Supervisory Board.

7.8. The Supervisory Board shall be entitled to adopt resolutions without calling a meeting of the Supervisory Board. The chair of the Supervisory Board shall send the draft resolution by fax or e-mail to all the members of the Supervisory Board, specifying the term by which the members of the Supervisory Board must reply thereto. A member's failure to reply within the said term shall be deemed as voting against the resolution. The chair of the Supervisory Board shall present the record of vote to the members of the Supervisory Board for examination. A resolution may also be formalised without an advance notice and record of vote if all the members of the Supervisory Board agree to and sign the resolution. In such case the resolution shall set out the names of the members of the Supervisory Board and the time of adopting the resolution.

7.9. The rules of procedure of the Supervisory Board may be specified in the regulations approved under the resolution of the Supervisory Board.

8. Management Board

8.1. The Management Board is a directing body of the Bank which shall direct the everyday activities of the Bank, following the strategy and general operating principles approved by the Supervisory Board, and supervise the everyday activities of the employees of the Bank. The Management Board shall have the rights and obligations prescribed by law, these Articles of Association and the resolutions of the Supervisory Board and general meeting.

8.2. The Management Board may adopt any resolutions related to the activities of the Bank and independently conclude any transactions which have not been placed within the authority of the general meeting or the Supervisory Board by law or these Articles of Association.

8.3. The Management Board shall be accountable to the Supervisory Board and the general meeting. The Management Board shall present an overview of the economic activities and economic situation of the Bank to the Supervisory Board at least once every three (3) months and shall immediately give notice of any material deterioration of the economic condition of the Bank or any other material circumstances related to the economic activities of the Bank.

8.4. The Management Board shall consist of three (3) to five (5) members. The members of the Management Board shall be elected and the chair of the Management Board shall be appointed by the Supervisory Board. A member of the Management Board shall be elected for a term of three (3) years.

8.5. The chair of the Management Board shall be the executive manager or president of the Bank. The chair of the Management Board is authorised, among other things, to establish the structure of the Bank, division of functions and obligation to report as well as to employ and dismiss employees.

8.6. The meetings of the Management Board shall be held when necessary, but not less frequently than once a month.

8.7. A meeting of the Management Board is authorised to adopt resolutions if over one-half of the members of the Management Board participate therein.

8.8. The resolutions of the Management Board shall be adopted at the simple majority of votes. Every member of the Management Board shall have one vote. A member of the Management Board shall not have the right to abstain from voting or to remain undecided. In case of an equal division of votes, the chair of the Management Board shall have the deciding vote.

8.9. Minutes shall be taken of the meetings of the Management Board. The minutes shall be signed by all the members of the Management Board who participate in the meeting and the recording secretary of the meeting. The positions and votes of a member of the Management Board shall be deemed as being valid, if the member of the Management Board participating in the meeting has signed the minutes of the meeting of the Management Board.

8.10. The Management Board shall have the right to adopt resolutions without calling a meeting of the Management Board. The chair of the Management Board shall send the draft resolution by fax or e-mail to all the members of the Management Board, specifying the term by which the members of the Management Board must reply thereto. A member's failure to reply within the said term shall be deemed as voting against the resolution. The chair of the Management Board shall present the record of vote to the members of the Management Board for examination. A resolution may also be formalised without an advance notice and record of vote if all the members of the Management Board agree to and sign the resolution. In such case the resolution shall set out the names of the members of the Management Board and the time of adopting the resolution.

8.11. The rules of procedure of the Management Board may be specified in the regulations approved under the resolution of the Management Board.

9. Credit Committee

9.1. The credit committee shall decide on the adoption of the resolutions on loans which exceed the limits established by the Supervisory Board and approval of restructuring and shall adopt other resolutions related to loans pursuant to the regulations of the credit committee approved by the Supervisory Board.

9.2. The members of the credit committee shall be elected and removed by the Supervisory Board.

9.3. The credit committee shall be accountable to the Management Board and the Supervisory Board.

10. Internal Audit Unit

10.1. The objective of the internal audit unit is to monitor the compliance of the activities of the Bank with the valid legislation and principles of sound banking management, to send to the Supervisory Board and the Management Board reliable and relevant information on the activities of the Bank and condition thereof with the objective to improve the efficiency of the internal control system of the Bank.

10.2. The internal audit unit shall operate pursuant to the procedure provided for in the statutes approved by the Supervisory Board.

10.3. The internal audit unit shall analyse the deficiencies discovered in the activities of the Bank and the employees thereof, cases of failure to perform duties and excess of authority and make proposals for the elimination of deficiencies and for the prevention of errors.

10.4. The internal audit unit shall prepare an overview of its activities at least once in six months and shall send it to the Supervisory Board and the Management Board.

10.5. The employees of the internal audit unit have the right to examine all documents of the Bank, monitor the work of the Bank at each stage without restrictions, and participate in the meetings of the Management Board and the committees formed on the basis of the Articles of Association, demand written explanations from the employees of the Bank concerning deficiencies and errors discovered in their work and the elimination of such deficiencies.

10.6. The head of the internal audit unit shall be elected and removed by the Supervisory Board. The Supervisory Board shall be entitled to provide the internal audit unit with binding guidelines to conduct audits in a specific area of activity of the Bank.

11. Auditor

An auditor shall be appointed pursuant to the procedure prescribed by law either for conducting a single audit or for a certain term. The Bank may have one or several auditors.

12. Monitoring Committee of the Supervisory Board

12.1. The Supervisory Board may form a monitoring committee of the Supervisory Board to monitor the activities of the Management Board. The authority, rights and principles of activities of the monitoring committee of the Supervisory Board shall be determined by the Supervisory Board of the credit institution.

12.2. Members of the Supervisory Board and other persons appointed by the Supervisory Board may be the members of the monitoring committee of the Supervisory Board. Members of the Management Board and employees of the Bank shall not be the members of the committee.

13. Reporting and Distribution of Profit

13.1. The financial year of the Bank shall be the calendar year.

13.2. After the end of the financial year, the Management Board shall prepare the annual accounts and management report (hereinafter together referred to as the Annual Report) pursuant to the procedure provided for in law and present them along with the auditor's report and profit distribution proposal to the Supervisory Board.

13.3. The Supervisory Board shall review the Annual Report and prepare a written report concerning the Annual Report, which shall be presented to the general meeting.

13.4. The resolution on the distribution of profit shall be adopted by the general meeting, specifying the amount of the net profit, transfers to reserves, amount of the profit to be distributed among shareholders and use of profit for other purposes.

13.5. The amount of the reserve capital of the Bank shall be 1/10 of the Share Capital. The reserve capital shall be formed from net profit transfers pursuant to the procedure prescribed by law and from other transfers entered in the reserve capital pursuant to law or the Articles of Association.

13.6. Payment of dividends to shareholders shall be decided by the general meeting, prescribing the amount of the share of profit to be paid out as dividends and the procedure for and terms of payment of dividends.

14. Dissolution and Liquidation of the Bank

14.1. The Bank shall be dissolved:

14.1.1. by a resolution of the general meeting, on the basis of law and the Articles of Association (voluntary dissolution);

14.1.2. on the initiative of the Financial Supervision Authority, on the basis of a court judgment (compulsory dissolution);

14.1.3. due to insolvency pursuant to the procedure provided for in law.

14.2. The Bank shall be voluntarily dissolved on the basis of the resolution of the general meeting, if the shareholders do not want to continue the activities of the Bank, or in other cases prescribed by law. The dissolution of the Bank shall be decided at the general meeting, if 2/3 of the votes determined by shares represented at the meeting are in favour thereof. The Bank may voluntarily terminate its activities under the authorisation of the Financial Supervision Authority.

14.3. The Bank shall be dissolved on the basis of a court judgment in the cases and pursuant to the procedure prescribed by law or other legislation.

14.4. Upon deciding on the dissolution of the Bank, liquidators of the Bank shall be elected or appointed. The authorities of the Management Board shall terminate upon entry into force of the resolution on the dissolution of the Bank. The rights and obligations of the liquidators have been provided by law.