Announcement no. 24 - 2010
17 August 2010
Company Announcement
Amagerbanken's extraordinary general meeting
Today, Amagerbanken held extraordinary general meeting.
The proposals submitted by the Board of Directors in accordance with the agenda
items 1 - 3 were adopted with more than 99% of the votes.
1)
The Bank's share capital will be reduced by the nominal amount of DKK
565,645,828.00 at par from the nominal amount of DKK 665,465,680.00 to the
nominal amount of DKK 99,819,852.00. The capital reduction will be effected by
allocation of the amount of the capital reduction of a total of DKK
565,645,828.00 to a separate fund in accordance with s. 188(1)(iii) of the
Danish Companies Act (selskabsloven) (the “Separate Fund”) and by the
simultaneous reduction of the nominal value of the existing shares from DKK 20
to DKK 3.
The Separate Fund may be used solely to cover losses, unless the shareholders
decide otherwise, provided, however, that the shareholders cannot decide on the
use of the Separate Fund for any other purpose than to cover losses for as long
as Amagerbanken has commitments towards the Danish State or the Financial
Stability Company under loans granted in the form of hybrid core capital and
under any individual government guarantee. The complete wording of the general
meeting's resolution with respect to the Separate Fund will be included as a new
article 4a in the Bank's Articles of Association.
The general meeting's resolution is conditional upon the completing of the
mentioned capital increase under agenda item 2.
2)
The Bank's share capital will be increased simultaneously with the capital
reduction under agenda item 1 from the nominal amount of DKK 99,819,852.00 by a
minimum nominal amount of DKK 565,645,830.00 and a maximum nominal amount of DKK
898,378,668.00 through the issuance of new shares with pre-emption rights for
the Bank's existing shareholders; the proceeds from the issuance of such new
shares plus the proceeds from the issuance of any capital certificates to total
an amount enabling the Bank to fulfil the condition on the injection of base
capital as agreed with the Financial Stability Company.
The new shares are issued in denominations of DKK 3 and the subscription price
amounts to DKK 3.00 (corresponding to DKK 3.00 for each share of a nominal value
of DKK 3). The subscription period for the new shares runs from 24 August 2010
and until 7 September 2010. The Board of Directors is entitled to decide on the
allocation of any shares not subscribed for under the shareholders' pre-emption
rights. The new shares are issued against cash payment of the subscription
amount no later than 7 September 2010 through normal settlement.
In consequence of the capital reduction and the capital increase, consequential
amendments will be made to article 4, sub-article 1 of the Bank's Articles of
Association. The amount of the Bank's share capital will depend on the final
amount by which the share capital is increased.
The general meeting's resolution is conditional upon the completing of the
mentioned capital reduction under agenda item 1.
3)
Finally, the general meeting authorised the Board of Directors (i) to apply for
registration of the resolutions passed under items 1 and 2 with the Danish
Commerce and Companies Agency, (ii) to determine the final offering terms and
conditions for the capital increase in the prospectus which will be published in
relation thereto, (iii) to inform the Danish Commerce and Companies Agency no
later than eight weeks after the date of the general meeting that the capital
increase is final and (iv) to make any such amendments thereto as may be
required or requested by the Danish Commerce and Companies Agency, VP Securities
A/S, NASDAQ OMX Copenhagen A/S or any other public authority as a condition for
registration or approval.
Yours faithfully,
A M A G E R B A N K E N
Jørgen Brændstrup
Managing Director
and Chief Executive
For further information, please contact Mr. Jørgen Brændstrup via Mr. Thomas
Jensen (coordinator) at phone no. +45 32 66 64 03.
www.amagerbanken.dk
Amagerbanken`s extraordinary general meeting
| Source: Amagerbanken A/S