Notice of Extraordinary General Meeting of Jyske Bank A/S
22 March 2024 - 3:30AM
Notice of Extraordinary General Meeting of Jyske Bank A/S
This is to give notice of an Extraordinary General Meeting of
Jyske Bank A/S, which will be held on Thursday 18 April 2024, at
10.00 a.m. at Vestergade 8-16, 8600 Silkeborg, Denmark (entrance
via Jyske Bank’s main entrance situated at Bankpassagen).
At the Annual General Meeting held on 21 March 2024, the motions
to amend the Articles of Association 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
proposed amendments to the Articles of Association is subject to
adoption at an Extraordinary General Meeting.
The AGENDA for consideration and final adoption:
a. |
Motions
proposed by the Supervisory Board: |
|
1 |
Art. 8(1g) to be
changed to read as follows:“Election of Shareholders’
Representatives, cf. Art. 14 of the Articles of Association, and
possibly election of up to two members of the Supervisory Board,
cf. Art. 16 of the Articles of Association.” |
|
2 |
Art. 15(6) to be
discontinued. |
|
3 |
Art. 16(1) to be
changed to read as follows:“ The Supervisory Board shall consist
of:a. six members elected by and of the body of the Shareholders'
Representatives,b. up to two members for election by members in
general meetingc. any additional members as required by law". |
|
4 |
Art. 17(1) to be
changed to read as follows:“ The Supervisory Board shall attend to
the overall management of the Bank’s affairs. It shall employ the
Executive Board and appoint the Managing Director & Chief
Executive (Chairman of the Executive Board). Also, the Supervisory
Board shall define the salary and pension terms of the Executive
Board.” |
b. |
Authorisation to 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. |
c. |
Any
other business. |
Reference to Jyske Bank's website for further
informationWhere in this notice of a General Meeting,
reference is made to Jyske Bank's website for further information,
this link can be used:
https://www.jyskebank.dk/ir/generalforsamlinger.
Adoption of motions - requirementsThe motion to
amend Jyske Bank’s Articles of Association (items a.1-a.4 of the
agenda) at extraordinary general meetings shall only be finally
adopted where adopted by three fourth of the votes cast and by
three fourth of the voting share capital represented at the general
meeting, cf. Art. 12(2) of the Articles of Association.
Size of the share capital, voting rights of the
shareholders and registration dateJyske Bank's share
capital is DKK 642,720,950, comprising shares at a face value of
DKK 10. Each share amount of DKK 10 shall carry one vote, provided
always that 4,000 votes are 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 to be exercised, the share shall 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 Thursday, 11 April 2024, or
the title to such share shall be notified and documented to the
Bank within that same time limit.
Proxy and postal voteShareholders may as from
Friday, 22 March up to and including Friday, 12 April 2024 give
voting instructions, appoint Jyske Bank's Supervisory Board or a
third party as proxy either electronically or by means of the Power
of Attorney form.
Shareholders may attend the General Meeting by proxy and cast
their votes by proxy.
In addition, shareholders may as from Friday, 22 March up to and
including Wednesday, 17 April 2024 at 10.00 a.m. cast postal votes
either electronically or by means of a form.
Proxies may be appointed, or postal votes may be cast
electronically at the Investor Portal via Jyske Bank's website. A
form for the appointment of proxies or for casting postal votes is
available at one of Jyske Bank's branches or can be downloaded from
Jyske Bank's website. Where the form is used, please forward the
completed and signed form either by post to Euronext Securities (VP
Securities A/S) at the address Nicolai Eigtveds Gade 8, 1402
Copenhagen K or by email to CPH-investor@euronext.com. The form
must reach Euronext Securities (VP Securitas A/S) by the
above-mentioned deadlines, and proxies must have been appointed or
postal votes must have been cast electronically by the same
deadlines.
Custodian bankJyske 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 shareholdersShareholders are
recommended to ask questions in writing before the general meeting
about the items of the agenda or Jyske Bank’s financial position.
Please send questions to Jyske Bank A/S, Juridisk Afdeling,
Vestergade 8-16, DK-8600 Silkeborg or by email to
Juridisk@jyskebank.dk. Questions and answers will be presented at
the general meeting, and shareholders who have asked questions will
receive replies directly from Jyske Bank. At the General Meeting,
the management will also answer questions from the shareholders
about matters of importance for the financial situation of Jyske
Bank and questions for consideration at the General Meeting.
Additional informationThe following documents
and information can be downloaded from Jyske Bank's website from
Friday, 22 March 2024:1. Notice of Extraordinary General Meeting2.
The total number of shares and voting rights at the date of the
notice3. Agenda and full wording of motions.3. The forms to be used
when voting by proxy or by postal vote
Notification of participation Shareholders who
wish to attend and cast their votes at the General Meeting may
register for the General Meeting at the Investor Portal via Jyske
Bank’s website as from Friday 22 March 2024 up to and including
Friday 12 April 2024.Confirmation of registration and QR code for
the General Meeting Portal will be submitted by email (also in case
of powers of attorney to third parties), and therefore it is
important that you register your email address at the Investor
Portal.
At the entrance to the general meeting, you press the submitted
QR code in the email to register your attendance which is why you
must bring your smart phone or your tablet. Any votes will also
take place via the General Meeting Portal. Additional guidelines
for using the General Meeting Portal will be available at the
entrance to the general meeting.
If you are unable to receive confirmation of registration to the
general meeting by email, you may register for the general meeting
by means of the sign-up form available at Jyske Bank’s website or
by contacting one of Jyske Bank’s branches. If so, you must contact
and confirm your attendance at the entrance to the general meeting
which requires that you produce valid identification.
For the sake of good order, we point out that no refreshments
can be expected to be served at the Extraordinary General
Meeting.
Silkeborg, 21 March 2024The Supervisory Board
Jyske Bank AS (TG:JYS1)
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