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| 15. september 2008 |
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| OMX Nordic Exchange Copenhagen | |
| Nikolaj Plads 6 | |
| DK-1007 Copenhagen K | |
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Company announcement No. 16/2008
Notice to convene an extraordinary general meeting
In reference to article 4 of the articles of association, the Supervisory Board
of Lokalbanken i Nordsjælland a/s, company registration (CVR) no. 59173812,
hereby calls an extraordinary general meeting to be held on
Thursday, 9 October 2008 at 2.00 pm
The general meeting will be held at
FrederiksborgCentret, Milnersvej 39, DK-3400 Hillerød
The agenda of the general meeting is set out below. The Supervisory Board has
voted unanimously to submit the proposals, which have also been approved
unanimously by the Committee of Shareholders, cf. articles 6 and 11 of the
articles of association.
Proposals to amend the articles of association
Implementation of the amendments to the articles of association set out below is
subject to the voluntary tender offer submitted by Svenska Handelsbanken AB
(publ) on 15 September 2008 being completed, to the effect that the amendments
will take effect from the point in time when the tender offer has been completed
and the bank's register of shareholders has been updated to reflect the
completion of the tender offer.
Article 3(a)
The Supervisory Board proposes to repeal the voting right restriction set out in
article 3(a), according to which the transfer of shares to an acquirer holding
or thereby obtaining 10% or more of the bank's share capital is subject to the
bank's consent. Concurrently, the Board proposes that the references to the
voting right restriction in article 3(a) appearing from articles 2 (4), 2 (6)
and 3 (4) be deleted.
Article 7 (3) and (4)
The Board proposes to repeal article 7 (3) and (4), according to which no
shareholder - regardless of the size of such shareholder's stake - may exercise
voting rights for shares with a nominal value of more than DKK 7,500.
Passing of a resolution giving authority to the chairman of the general meeting
The Board proposes to authorise the chairman of the general meeting to make such
changes to the resolutions adopted by the shareholders in general meeting as may
be required by the Danish Financial Supervisory Authority, the Danish Commerce
and Companies Agency or the OMX Nordic Exchange Copenhagen to ensure approval
and registration of the amendments made to the articles of association.
As the amendment proposals set out in item 1 have been approved by the Committee
of Shareholders by a majority of more than four-fifths of the votes cast, the
proposals to amend the articles of association may, pursuant to article 6 (4) of
the articles of association, be finally approved at a single general meeting by
a two-thirds majority of the votes cast and by a two-thirds majority of the
voting share capital represented at the general meeting, regardless of the share
capital represented at the general meeting.
Lokalbanken's share capital amounts to a nominal value of DKK 54,000,000. Each
share carries one vote, provided it is registered by name in the bank's register
of shareholders or the shareholder has applied for registration of and
substantiated his title to such share, cf. article 7 of the articles of
association.
In order to vote shares acquired by transfer, a shareholder shall cause his
shares to be registered in the register of shareholders not later than on the
day before a general meeting is convened or within the same timeframe notify and
substantiate his title to such shares.
However, no shareholder - regardless of the size of his stake - may exercise
voting rights for shares with a nominal value of more than DKK 7,500. Shares
belonging to a third party for the account of a shareholder, or belonging to a
company that is dependent on, affiliated with or associated with such
shareholder, or which belongs to shareholders other than the bank's management
and employees that make up an interest group, are considered as belonging to a
single shareholder in respect of the restriction set out above.
Not later than eight days before the general meeting, the agenda and the
complete proposals will be made available for inspection by the shareholders at
the company's offices at Slotsgade 36, DK-3400 Hillerød, Denmark.
Shareholders who have obtained an admission card not later than at 4.00 pm on
Monday, 6 October 2008 will be eligible to attend the general meeting.
Shareholders may obtain admission cards from Lokalbanken by calling +45 4840
3000 or from Lokalbanken's website, www.lokalbanken.dk.
Proxy forms for voting have been sent to all registered shareholders and may be
obtained from Lokalbanken by calling +45 4840 3000 or can be printed out from
www.lokalbanken.dk. Proxy forms must be received by Lokalbanken within the
deadline for obtaining admission cards.
Sincerely yours,
Lokalbanken I Nordsjælland a/s
The Supervisory Board
