This is to give notice of the Annual General Meeting of Jyske Bank A/S, which will be held on Wednesday, 20 March 2013, at 3 p.m. at Gl. Skovridergaard, Marienlundsvej 36, DK-8600 Silkeborg.
AGENDA
| 1. |
Report of the Supervisory Board on Jyske Bank's operations during the preceding year. |
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| 2. |
Presentation of the annual report for adoption or other resolution as well as resolution as to the application of profit or cover of loss according to the financial statements adopted. |
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| 3. |
Motion by the Supervisory Board to the effect that the Bank be authorised to acquire Jyske Bank shares until the next annual general meeting, of up to 1/10 of the share capital at prices not deviating by more than 10% from the latest closing bid price listed on NASDAQ OMX Copenhagen A/S at the time of acquisition. |
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| 4. | Motions. | ||
| Motions proposed by the Supervisory Board for treatment and final adoption: | |||
| 1 | a |
Amendment to Art. 8 (e) to read as follows: "Election of Shareholders’ Representatives, cf. Art. 14, and possibly election of 1-2 members of the Supervisory Board, cf. Art. 16." |
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| 2 | a |
Addition of a new Art. 14 (9): "Notwithstanding the provisions on the structure and election of the Shareholders’ Representatives, the Shareholders’ Representatives may – in connection with the Bank’s merger with other banks – resolve to offer members of the supervisory boards of other banks to become observers in the Shareholders Representatives." |
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| b |
Addition of a new Art. 14 (10): "Provided that such observers meet the eligibility requirements, they may be elected to the Shareholders’ Representatives at a coming annual general meeting in accordance with the provisions on the structure and election of the Shareholders’ Representatives always provided that the provisions of Art. 14 (2) on the highest number of Shareholders’ Representatives of each geographical region shall not apply. The number of Shareholders’ Representatives may hence exceed the maximum 50 members in a geographical region but shall not exceed 70 members. In addition, the provision of Art. 14 (4) about alternating elections in the individual geographical regions shall not apply to such elections to the Shareholders’ Representatives." |
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| 3 | a |
Amendment to Art. 15 (4) to read as follows: "The Shareholders’ Representatives shall elect six members of the Supervisory Board among them." |
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| b |
Addition of a new Art. 15 (5): "The Shareholders’ Representatives shall determine the remuneration of all members of the Supervisory Board as well as directorships in the Shareholders Representatives." As a consequence of 3b, Art. 15 (5) will change into Art. 15 (6). |
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| 4 | a |
Addition of a new Art. 16 (1)(b): "up to two members proposed by the Supervisory Board for election at the general meeting who meet the requirements of the Danish FSA with respect to relevant knowledge and experience of supervisory board members of banks, and" As a consequence of 4a, Art. 16 (1)(b) will change into Art. 16 (1)(c). |
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| b |
Art. 16 (3) to be changed to read as follows: "Members of the Supervisory Board elected by the Shareholders’ Representatives shall be elected for terms of three years. Re-elections shall be allowed. Elections by the Shareholders’ Representatives of members of the Supervisory Board shall follow the elections of Shareholders’ Representatives in the geographical regions, cf. Art. 14 (4)." |
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| c |
Addition of a new Art. 16 (4): "Members of the Supervisory Board elected by members in general meeting shall be elected for terms of one year. Re-elections shall be allowed.” |
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| d |
As a consequence of 4c, Art. 16 (4) will change into Art. 16 (5) and the wording will be amended to read as follows: "Where the number of Supervisory Board members elected by the Shareholders’ Representatives in accordance with Art. 16 (1)(a), falls below six but not below four, the Shareholders’ Representatives shall at the coming statutory meeting hold new elections to the Supervisory Board. Where the number falls below four, an extraordinary meeting of the Shareholders’ Representatives shall be called in order to hold by-elections. Elections according to this provision shall be valid for the rest of the election period of the retiring member. |
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| e |
Addition of a new Art. 16 (6): "In case of non-attendance of employee-elected Supervisory Board members, the deputy of the member in question will be called in. In case of short-term non-attendance, no deputy will have to be called in." As a consequence of 4e, Art. 16 (5) and (6) will change into Art. 16 (7) and (8). |
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| 5 | a |
Art. 21 to be changed to read as follows: "Every year, the Annual General Meeting shall appoint one or more auditors in accordance with current legislation to audit the Bank’s annual report." |
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| 5. | Motions at this Annual General Meeting | ||
| Motions proposed by the Supervisory Board: | |||
| a |
If the motion under item 4, 4.a is finally adopted at the General Meeting, the Supervisory Board proposes the election of another member of the Supervisory Board. |
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| 6. |
Election of Shareholders' Representatives for the Southern Division. |
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| 7. |
Appointment of auditors. |
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| 8. |
In connection with the proposed amendments of the Articles of Association, the Supervisory Board proposes that the members in general meeting authorise the Supervisory Board to make such amendments as may be required by the Danish Business Authority in connection with registration of the Articles of Association. |
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| 9. | Any other business. | ||
Adoption of motions - special requirements
At the extraordinary general meeting held on 26 February 2013, the motions to amend the Articles of Association under item 4 of the agenda were adopted. However, the members in general meeting with a right to vote represented less than 90% of the share capital, wherefore the final adoption of the amendments to the Articles of Association is subject to adoption at this General Meeting.
The size of the share capital and the voting rights of the shareholders
Jyske Bank’s share capital is DKK 712,799,990 divided into shares of DKK 10. Each share amount of DKK 10 gives one vote, provided always that 4,000 votes is the highest number of votes any one shareholder may cast on his own behalf. Voting rights can only be exercised by shareholders or their proxies. For the voting right of a share acquired through a transfer to be exercised, the share must be registered in the name of the holder in the Bank's register of shareholders not later than on the day of registration, which is 13 March 2013, or the title to such share must be notified and documented to the Bank within that same time limit.
Proxy and postal vote
Shareholders may not later than 15 March 2013 appoint Jyske Bank’s Supervisory Board or a third party as proxy. Your proxy may be appointed electronically at the Investor Portal of VP Investor Services via Jyske Bank’s website www.jyskebank.dk or in writing by means of the form for the appointment of proxies which is available at one of Jyske Bank’s branches. Where the form of proxy is used, the completed and signed form must reach the Bank by the above-mentioned deadline. Please forward the form by post to Jyske Bank A/S, Fondsservice, Vestergade 8-16, DK-8600 Silkeborg, by e-mail to Fondsservice@jyskebank.dk or by fax to +45 89 89 73 84.
Shareholders may attend the general meeting by proxy and cast their votes by proxy. Also in this respect, your proxy may be appointed electronically or by means of the form of proxy as described above at the above-mentioned deadline.
Shareholders may cast postal votes prior to the general meeting. Postal votes may be cast electronically at the Investor Portal of VP Investor Services via Jyske Bank’s website www.jyskebank.dk or by means of a form. The form is available at the Bank’s branches and may be returned by post to Jyske Bank A/S, Fondsservice, Vestergade 8-16, DK-8600 Silkeborg, by e-mail to Fondsservice@jyskebank.dk or by fax to +45 89 89 73 84. Deadline for casting postal votes is 19 March 2013, at 10.00 a.m.
Custodian bank
Jyske Bank’s shareholders may choose Jyske Bank A/S as their custodian bank in order to exercise their financial rights through Jyske Bank A/S.
Questions from shareholders
Shareholders may ask questions in writing about the items of the agenda or the Bank’s financial position. Please send questions to Jyske Bank A/S, Juridisk Afdeling, Vestergade 8-16, DK-8600 Silkeborg or by e-mail to Juridisk@jyskebank.dk. Questions and answers will be presented at the general meeting. At the annual general meeting the management will also answer questions from the shareholders about matters of importance for the financial situation of the Bank and questions for consideration at the general meeting.
Further information
The following documents can be downloaded from www.jyskebank.dk or can be ordered from Jyske Bank’s branches from 27.02.13:
1. Notice of Annual General Meeting.
2. The total number of shares and voting rights at the date of the notice.
3. The agenda and the full wording of motions, including the proposed amendments to the Articles of Association.
4. Annual report, inclusive of financial statements with auditors’ report
5. List of candidates for election of Shareholders' Representatives for the Southern Division.
6. List of candidates for election of a further member of the Supervisory Board
7. The forms to be used when voting by proxy or by postal vote.
Admission cards
Shareholders who wish to attend the general meeting and cast their votes must acquire an admission card. Admission cards for the Annual General Meeting can be ordered at the Investor Portal of VP Investor Services via www.jyskebank.dk or from any of Jyske Bank's branches from 27 February 2013 and must be ordered by Friday 15 March 2013 at 6.00 p.m. at the latest.
Before commencement of the proceedings of the Annual General Meeting, afternoon coffee/tea will be served from 1.30 p.m.
Silkeborg, 26 February 2013
The Supervisory Board
