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