Annual General Meeting of vestjyskBANK on 16 March 2011

The annual General Meeting of the bank approved the review, the annual report and the Board of Directors' proposal for the distribution of profit.
 

The term of office of Board members Poul Hjulmand, Carl Olav Birk Jensen and Peter Mortensen expired this year. Peter Mortensen did not stand for re-election and has therefore resigned from the Board. Poul Hjulmand and Carl Olav Birk Jensen accepted re-election.
 

The term of office of the employee-elected Board members expired up to the date of the General Meeting. The current composition of the Board of Directors of the bank allows the employees to elect three employee representatives to the Board. Peder Hesselaa Nielsen did not stand for re-election and has therefore resigned from the Board. Peter Bækkelund Rasmussen accepted re-election (term of office expiring in 2013). Newly elected employee representatives were Palle Hoffmann (term of office expiring in 2015) and Malene Rønø (term of office expiring in 2013). Both newly elected employees satisfy the independence criteria defined by the Committee on Corporate Governance - except for their employment in the bank. None of the newly elected employees perform any other executive or organisational duties and have not done so for the last five years.
 

Hitherto, the bank's auditing has been performed by two auditors. The Board of Directors has proposed that the future auditing be performed by one auditor, namely PricewaterhouseCoopers, Statsautoriseret Revisionsaktieselskab, which was re-elected. Consequently, Krøyer Pedersen, Statsautoriserede Revisorer I/S resigned as auditor.
 

The Board's proposed amendments to the articles of association were adopted:
 

1. The existing voting right cap of 3% is deleted.
2. The term of office of new Board members elected by the General Meeting is changed from three to two years.
3. Editorial changes according to which Vestjysk Bank is consistently referred to as "the bank", "nv finans A/S" is changed to "NV Finans A/S", and "the Companies Act" is changed to "the companies act".
     

The Board's other proposals were adopted:
 

1. The General Meeting did not at the present time wish to express an opinion as to whether the bank should apply the winding-up scheme provided by the Danish Act on Financial Stability.
2. The General Meeting approved the bank's remuneration policy.
3. The General Meeting authorised the Board of Directors, until 16 March 2016, to let the Company acquire its own shares of a nominal value of up to 10% of the share capital.
    

Shareholder Jens Hein Bonde withdrew his proposal to the General Meeting, and consequently item 6.6 on the agenda was not considered.

 

Yours sincerely
vestjyskBANK

Frank Kristensen

CEO