Nasdaq Copenhagen
London Stock Exchange
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Date 8 May 2018
Notice of extraordinary general meeting of Ringkjøbing Landbobank A/S
An extraordinary general meeting of Ringkjøbing Landbobank A/S, company reg. (CVR) no. 37 53 68 14 (hereinafter “Ringkjøbing Landbobank”) will be held at 10:00 a.m. Thursday 7 June 2018 in ROFI-Centret, Kirkevej 26, Rindum, DK-6950 Ringkøbing, Denmark.
Agenda:
1. Election of chairperson
2. The board of directors’ oral report on the merger between Ringkjøbing Landbobank and Nordjyske Bank A/S, company reg. (CVR) no. 30 82 87 12 (hereinafter “Nordjyske Bank”)
The board recommends that the report be noted.
3. Proposals from the board of directors and the shareholders’ committee
3a. Proposal to implement a merger between Ringkjøbing Landbobank and Nordjyske Bank with Ringkjøbing Landbobank as the receiving company and Nordjyske Bank as the merging company
The board of directors and the shareholders' committee propose to implement a merger between Ringkjøbing Landbobank and Nordjyske Bank with Ringkjøbing Landbobank as the receiving company and Nordjyske Bank as the merging company, in accordance with the joint merger plan of 8 May 2018.
The merger will be implemented on the date on which all conditions for the merger have been met, including (i) adoption of the merger by the general meetings of Nordjyske Bank and Ringkjøbing Landbobank, (ii) the Danish FSA’s approval of the merger under Section 204 of the Danish Financial Business Act, and (iii) the Danish Competition and Consumer Authority’s approval of the merger. The merger will take legal effect on the same date, see Section 250 of the Danish Companies Act, following which Nordjyske Bank’s total assets and liabilities will be transferred to Ringkjøbing Landbobank.
After adoption of the merger at the general meetings of Nordjyske Bank and Ringkjøbing Landbobank, the shares in Nordjyske Bank will be exchanged to new shares in Ringkjøbing Landbobank so that two nom. DKK 10 shares in Nordjyske Bank will be exchanged to one nom. DKK 1 share in Ringkjøbing Landbobank. In addition, the shareholders in Nordjyske Bank will receive a cash payment of DKK 9 per share in Nordjyske Bank, which equates to DKK 18 per two shares in Nordjyske Bank. It should be noted that the cash payment is subject to withholding tax on dividends.
If a shareholder’s holding of shares in Nordjyske Bank is not divisible by 2, the shareholder will receive a cash payment of DKK 187.76 for the surplus share (including the cash payment of DKK 9). It should be noted that the cash payment is subject to withholding tax on dividends.
The merger further involves the following:
- Nordjyske Bank will be dissolved without liquidation by transferring its total assets and liabilities to Ringkjøbing Landbobank. To pay the shareholders in Nordjyske Bank, Ringkjøbing Landbobank will implement a capital increase of nom. DKK 9,182,258 from nom. DKK 21,812,000 to nom. DKK 30,994,258 in 9,182,258 nom. DKK 1 shares.
As a result of the capital increase, Article 2 of the articles of association will be amended as follows:
The bank’s share capital shall be nom. DKK 30,994,258 in shares of nom. DKK 1.”
As a consequence of the capital increase, the following editorial changes will be made to Articles 2a and 2b of the articles of association:
“Art. 2a.
The general meeting has decided to authorise the board of directors to increase the share capital by cash payment in one or more rounds by up to nom. DKK 14,210,980 to nom. DKK 45,205,238 by subscription for new shares for which the board shall determine the price. The capital increase shall be fully paid. This authorisation shall apply until 27 February 2023. The capital increase shall take place with right of pre-emption for existing shareholders.
Art. 2b.
The general meeting has decided to authorise the board of directors to increase the share capital by payment in values other than cash in one or more rounds by up to nom. DKK 14,210,980 to nom. DKK 45,205,238 by subscription for new shares for which the board shall determine the price, which must be at least the market price, as payment for the bank’s takeover of an existing company or specific asset values corresponding to the value of the shares issued. The capital increase shall be fully paid. This authorisation shall apply until 27 February 2023. The capital increase shall take place without right of pre-emption for existing shareholders.”
- The merging bank’s name “Nordjyske Bank” and the subsidiary names “A/S Banken for Nørresundby og Omegn”, “A/S Egnsbank Nord”, “A/S Handels- og Landbrugsbanken i Hjørring”, “A/S Nørresundby Bank”, “Aktieselskabet Frederikshavns Bank”, “Aktieselskabet Skagens Bank”, “Aktieselskabet Sæby Bank”, “Brønderslev Sparekasse A/S”, “Folkebanken for Frederikshavn og Omegn Aktieselskab”, “Hallund Sparekasse A/S”, “Lokalbanken i Hjørring A/S”, “Lokalbanken i Vendsyssel A/S”, “Vendsyssel Bank A/S” og “Øster Brønderslev Sparekasse A/S” will be included as new subsidiary names for the receiving bank and therefore added to Article 1(3) of the articles of association, which will thus be worded as follows:
“The bank shall also operate under the subsidiary names of:
• Nordjyske Bank A/S (Ringkjøbing Landbobank A/S)
• A/S Egnsbank Nord (Ringkjøbing Landbobank A/S)
• Folkebanken for Frederikshavn og Omegn Aktieselskab (Ringkjøbing Landbobank A/S)
• Aktieselskabet Frederikshavns Bank (Ringkjøbing Landbobank A/S)
• Aktieselskabet Skagens Bank (Ringkjøbing Landbobank A/S)
• Aktieselskabet Sæby Bank (Ringkjøbing Landbobank A/S)
• Vendsyssel Bank A/S (Ringkjøbing Landbobank A/S)
• A/S Handels- og Landbrugsbanken i Hjørring (Ringkjøbing Landbobank A/S)
• Lokalbanken i Hjørring A/S (Ringkjøbing Landbobank A/S)
• Lokalbanken i Vendsyssel A/S (Ringkjøbing Landbobank A/S)
• Øster Brønderslev Sparekasse A/S (Ringkjøbing Landbobank A/S)
• Hallund Sparekasse A/S (Ringkjøbing Landbobank A/S)
• Brønderslev Sparekasse A/S (Ringkjøbing Landbobank A/S)
• A/S Nørresundby Bank (Ringkjøbing Landbobank A/S)
• A/S Banken for Nørresundby og Omegn (Ringkjøbing Landbobank A/S)
• A/S Tarm Bank (Ringkjøbing Landbobank A/S)
• Egnsbank Vest (Ringkjøbing Landbobank A/S)”
- The following other changes to the articles of association are proposed:
- Changing the maximum number of votes in Article 9a(2), from a maximum of 2 to a maximum of 3,000 votes per shareholder. As a result Article 9a(2) will be worded as follows:
“Each share of nom. DKK 1 shall carry one (1) vote when the share is recorded in the bank’s share register, or when the shareholder has reported and documented his or her right. However, a shareholder may cast no more than 3,000 votes.”
- Changing the size of the shareholders' committee as determined in Article 11(1) so that the shareholders' committee will be increased by a total of 12 members from at least 25 and at most 30 members to at least 37 and at most 42 members. Article 11(1) of the articles of association will then be worded as follows:
- Changing the number of members of the board of directors elected by the shareholders' committee in Article 14(1) so that the board will in the future consist of at least six and at most eight members elected by the shareholders' committee. Article 14(1) of the articles of association will then be worded as follows:
“The board of directors shall consist of at least six (6) and at most eight (8) members who shall be elected by the shareholders’ committee.”
- Changing the number of deputy chairpersons to be elected by the board of directors in Article 14(4) so that the board must in the future elect two deputy chairpersons. Article 14(4) of the articles of association will then be worded as follows:
- Clarifying Article 16(1) regarding the general management, stating that a chief executive officer must be appointed among the members of the general management and that the board of directors will in the future appoint the members to the general management without consultation with the shareholders' committee. Article 16(1) of the articles of association will then be worded as follows:
- As part of the increase in the bank’s shareholders’ committee proposed in item 3a(c)(ii), the board of directors and the shareholders’ committee propose election of 12 new committee members to be appointed by Nordjyske Bank from among the existing members of the board of directors and the shareholders’ committee of Nordjyske Bank. The 12 new shareholders’ committee members are elected with a division of the term of office of four (4) years on an equal basis in accordance with a mutual agreement, meaning that 3 members are elected for a period of 1, 2, 3 and 4 years respectively. The candidates will be published in a separate company announcement and on the bank’s website, www.landbobanken.com, as soon as they have been appointed by Nordjyske Bank. The elected candidates will automatically join the shareholders' committee upon implementation of the merger.
- Proposal for adoption of a share buyback programme for the purpose of a subsequent capital decrease
- Proposal for authorisation of the board of directors (with power of delegation)
- Joint merger plan and joint merger statement in accordance with Sections 237 and 238 of the Danish Companies Act
- Draft update of the articles of association
- Statement by the valuation expert on the merger plan in accordance with Section 241 of the Danish Companies Act
- Declaration by the valuation expert on the creditors’ position in accordance with Section 242 of Danish the Companies Act
- Annual reports for 2015, 2016 and 2017 and quarterly reports for the first quarter of 2018 for Nordjyske Bank A/S and Ringkjøbing Landbobank A/S
“The bank’s shareholders’ committee shall be elected at the general meeting by and from among the shareholders. The size of the shareholders’ committee shall be determined jointly by the committee and the board of directors, however with a minimum of thirty-seven (37) and a maximum of forty-two (42) members.”
“The board of directors shall elect its chairperson and two deputy chairpersons each year.”
“The general management, which is appointed by the board of directors, shall consist of one or more general managers, one of whom shall be chief executive officer.”
3b. Approval of voluntary arrangement on employee representatives on the board of directors
The board of directors expects that an agreement on voluntary employee representation on the bank’s board will be entered into before the general meeting. The agreement will enter into force automatically if the merger proposed in item 3a is implemented. Provided that such agreement has been entered into on the date of the extraordinary general meeting and that the merger is implemented, the board of directors and shareholders' committee propose that the general meeting approve the voluntary arrangement on employee representatives on the bank’s board in accordance with Section 24 of Executive Order no. 344 of 30 March 2012 on employee representatives in public limited and private limited companies. As a consequence hereof, the following new sub-article 7 will be added to Article 14 of the articles of association:
“The bank has established a voluntary arrangement regarding employee representation on the board of directors. The voluntary arrangement shall remain in force unless it ceases under the rules of the executive order on employee representation in force at any time; currently Executive Order no. 344 of 30 March 2012. This provision on employee representation in this Article shall automatically lapse if the voluntary arrangement regarding employee representation lapses.”
The board of directors proposes the establishment of a special share buyback programme, under which the board of directors can permit the bank to acquire own shares up to a market value of DKK 300,000,000, however to a maximum of 1,800,000 nom. DKK 1 shares until 31 December 2019. This special share buyback programme requires purchase of the shares at market price. It is also proposed that the board of directors is authorised to cancel or reduce the share buyback programme if this is considered commercially appropriate for the bank, in the bank’s long-term interest, or the bank’s circumstances with respect to capital otherwise so require. The shares covered by the share buyback programme will be acquired by the bank for the purpose of a subsequent capital decrease.
The authorisation will only be exercised by the board of directors if the merger proposed under item 3a is implemented.
The board of directors proposes that the board of directors be authorised (with power of delegation) to apply the decisions which have been adopted at the general meeting for registration and to make such changes to the documents submitted to the Danish Business Authority as the Authority may require or find appropriate in connection with registration of the decisions of the general meeting.
Requirements for passing resolutions
The proposal in item 3a requires adoption by at least two thirds (2/3) of both votes cast and of the share capital with voting rights represented at the general meeting. The other proposals can be adopted by simple majority vote. If the proposal in item 3a on the merger is not adopted, the remaining proposals will not be voted on as they assume that the merger proposal be adopted.
The size of the share capital and the shareholders’ voting rights and date of registration – the right to attend and vote at the general meeting
The share capital in the bank is nom. DKK 21,812,000 in 21,812,000 nom. DKK 1 shares. Each shareholding up to and including nom. DKK 500 carries one (1) vote, and bigger shareholdings carry two (2) votes, which is the highest number of votes a shareholder may cast.
The right to attend and vote at the general meeting may only be exercised by shareholders who, on the date of registration, Thursday 31 May 2018, by 11:59 p.m., are listed as shareholders in the register of shareholders or who have submitted a request to the bank for inclusion in the register of shareholders by this date and the bank has received the request.
Agenda and documents
This notice of meeting, the total number of shares and voting rights on the date of the notice, the agenda and the proxy and postal vote form are available on the bank’s website www.landbobanken.com.
This notice including the agenda and the proxy and postal vote form has been sent to all registered shareholders who have requested it, on the same date.
In addition, the following documents, which must be made available to the general meeting, can be downloaded from the bank’s website www.landbobanken.com:
A merger document will be published around 31 May 2018 which will contain information equivalent to that of a prospectus.
Registration for the general meeting, questions and admission cards
Registration for the general meeting can be made on the bank’s website www.landbobanken.com or at one of the bank’s branches. Shareholders or proxies may be accompanied by an advisor. Shareholders may ask questions in writing on the items on the agenda or the other available material to be answered at the general meeting. Questions may be sent by letter to Ringkjøbing Landbobank A/S, att.: General Management, Torvet 1, DK-6950 Ringkøbing, Denmark, or by e-mail to regnskab@landbobanken.dk.
Space restrictions require the ordering of an admission card for the general meeting in accordance with the bank’s articles of association by 11.59 p.m. Monday 4 June 2018, after which time admission cards can no longer be ordered.
Coffee and cake will be served at the extraordinary general meeting.
Voting
Shareholders may attend and vote in person or by proxy at the general meeting. Postal voting is also possible before the general meeting.
Shareholders may issue a proxy to the bank’s board of directors or third party by 11.59 p.m. Monday 4 June 2018. The proxy may be issued electronically on InvestorPortalen at VP Investor Services, via the bank’s website www.landbobanken.com or in writing on a proxy form which is available from the bank’s branches.
If a written proxy is used, the proxy, completed and signed, must be received by the bank within the above deadline, 11.59 p.m. Monday 4 June 2018. The proxy may be sent by post to Ringkjøbing Landbobank A/S, att.: Accounts Department, Torvet 1, DK-6950 Ringkøbing, Denmark, by e-mail to regnskab@landbobanken.dk or by fax to +45 7624 4913.
Shareholders may also send a postal vote before the general meeting. Postal votes may be cast electronically on InvestorPortalen at VP Investor Services, via the bank’s website www.landbobanken.com or in writing on a postal vote form which is available from the bank’s branches.
If a postal vote in writing is cast, the vote must be returned by post to Ringkjøbing Landbobank A/S, att.: Accounts Department, Torvet 1, DK-6950 Ringkøbing, Denmark, by e-mail to regnskab@landbobanken.dk or by fax to +45 7624 4913. Electronic postal votes must be cast by 10 a.m. Wednesday 6 June 2018, by which time a postal vote in writing must also be received by the bank.
A postal vote which has been received by the bank cannot be cancelled.
Exercising financial rights
Ringkjøbing Landbobank’s shareholders can choose Ringkjøbing Landbobank A/S as the account-holding institution with a view to exercising the financial rights through Ringkjøbing Landbobank A/S.
Ringkøbing, 8 May 2018
On behalf of the board of directors
Martin Krogh Pedersen
Chairman of the board of directors
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