Last checked at 22 Feb 2022 13:02
Notice of Annual General Meeting of Jyske Bank A/SThis is to give notice of an Annual General Meeting of Jyske Bank A/S, which will be held on Tuesday 22 March 2022, at 3.00 p.m. at Gl. Skovridergaard, Marienlundsvej 36, DK-8600 Silkeborg
AGENDA of general meeting:
| a. | Report of the Supervisory Board on Jyske Bank's operations during the preceding year. | |
| b. | 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. | |
| c. | Presentation of and consultative ballot on the remuneration report. | |
| d. | Determination of remuneration to the Shareholders’ Representatives and the Supervisory Board: | |
| 1 | Determination of the remuneration of Shareholders’ Representatives for 2022, cf. Art.15(5) of the Articles of Association. | |
| 2 | Determination of the remuneration of Supervisory Board members for 2022, cf. Art.16(9) of the Articles of Association. | |
| e. | Consideration of motion to the effect that the Supervisory Board authorises the Bank to acquire Jyske Bank shares on one or more occasions, until the next annual general meeting, of up to a nominal amount of DKK 69,000,000 and at amounts not deviating by more than 10% from the closing bid price listed on NASDAQ Copenhagen A/S at the time of acquisition. | |
| f. | Motions. | |
| Motions proposed by the Supervisory Board: | ||
| 1 | Adoption of Jyske Bank’s Remuneration Policy. | |
| 2 | New Art. 7(2) to read as follows: ”The Supervisory Board shall be authorised to decide that the Bank’s general meetings be held as fully electronic general meetings without physical attendance. Participation in fully electronic general meetings takes place via electronic media which make it possible for the Bank’s shareholders to participate in, express one’s opinion and vote at the general meeting. The Supervisory Board must ensure that the general meeting can take place in a satisfactory way and that the system used has been designed in such a way that the statutory provisions for the holding of general meetings can be observed. Via their own connections the shareholders connect to a virtual forum at which the general meeting is held. The Supervisory Board determines the specific requirements of the electronic systems which are used at the general meeting. Where the Supervisory Board decides on a fully electronic general meeting, any information in this respect will be available at the Bank’s website www.jyskebank.dk and in the notice of the relevant general meeting. The notice will include information about requirements of the electronic equipment which should be used when participating, how registration is made and where shareholders can find information about the procedure in connection with the general meeting.” As a consequence, Arts. 7(2), (3) and (4) will change into Arts. 7(3), (4) and (5). | |
| 3 | Amendment of existing Art. 7(2) (in future Art. 7(3)) to read as follows: “General Meetings shall be called by the Supervisory Board at not more than five weeks’ and not less than three weeks’ notice. The notice convening the General Meeting shall be sent to NASDAQ A/S and announced at Jyske Bank’s website. Notice of the General Meeting shall be given in writing to all registered shareholders who have so requested. The written notice can be replaced by an electronic notice, cf. Art. 20 of the Articles of Association. Notice of the General Meeting shall be given to the group’s employees.” | |
| 4 | Amendment to Art. 11(4) to read as follows: “Unless otherwise provided by legislation or by the Articles of Association, resolutions shall be adopted by a simple majority of votes cast. Votes shall be in writing when requested by one shareholder.” | |
| 5 | New Art. 20(1) to read as follows: ”All communication from the Bank to the shareholders can, if not otherwise determined by law, take place via electronic document exchange and electronic post (electronic communication) via the Bank’s website www.jyskebank.dk, via VP InvestorPortalen and/or via email, including notice of general meeting according to Art. 7 of the Articles of Association and publication of the annual report. General announcements are made available at the Bank’s website and in such other way that may be determined by law. The Bank may at any time decide to communicate via ordinary post as a supplement or alternative to electronic communication.”As a consequence, Arts. 20-23 will change into Arts. 21-24. | |
| 6 | New Art. 20(2) to read as follows: ”Shareholders shall make sure that Jyske Bank is at all times in possession of the correct email address.” | |
| 7 | New Art. 20(3) to read as follows: ”With respect to communication from the shareholders to the Bank the issue of powers of attorney and the casting of a postal vote may take place at the VP InvestorPortalen via Jyske Bank’s website or through digital signature to Juridisk@jyskebank.dk. Registration of the adviser’s and/or own participation in a general meeting can be made at VP InvestorPortalen via Jyske Bank’s website. Please send questions from shareholders about the items of the agenda or the Bank’s position in general, request for the inclusion of a specific topic on the agenda of the annual general meeting, requests for an extraordinary general meeting and nomination in connection with the election to the Shareholders' Representatives and/or the Supervisory Board to Juridisk@jyskebank.dk.” | |
| 8 | New Art. 20(4) to read as follows: ”Information about the requirements of the systems used and about procedures in connection with electronic communication will be published at Jyske Bank’s website www.jyskebank.dk.” | |
| g. | Election of members: | |
| 1 | Election of Shareholders' Representatives, cf. Art. 14(4) of the Articles of Association. The proposed candidates and further information about them are available as from 25 February 2022 at Jyske Bank's website. | |
| 2 | Election of Supervisory Board members, cf. Art. 16(1)(b) of the Articles of Association.The Supervisory Board proposes that no members of the Supervisory Board be elected under this item since the present Supervisory Board meets the requirements of the Danish Financial Supervisory Authority of relevant knowledge and experience. | |
| h. | Appointment of auditors.The Supervisory Board proposes re-election of Ernst & Young Revisionspartnerselskab. The motion is in accordance with the recommendation of the Audit Committee to the Supervisory Board. The recommendation of the Audit Committee is free from influence by any third parties and is not - and has not been - subject to any agreement with a third party who in any way limits the appointment of specific auditors or audit firms by members in general meeting. | |
| i. | 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://investor.jyskebank.com/investorrelations/generalmeetings.
Adoption of motions - special requirementsMotions to amend Jyske Bank’s Articles of Association at annual general meetings (agenda, items f.2-f.8) shall only be adopted where not less than 90 per cent of the voting share capital is represented at the annual general meeting and only where adopted by both three fourth of the votes cast and by three fourth of the voting share capital represented at the general meeting, cf. Art. 12 of the Articles of Association. Where less than 90 per cent of the voting share capital is represented at the annual general meeting, but the said motion obtains both three fourth of the votes cast and three fourth of the voting share capital represented at the annual general meeting, the said motion may be adopted at a new general meeting by the said qualified majority irrespective of the proportion of the share capital represented.
Size of the share capital, voting rights of the shareholders and registration dateJyske Bank's share capital is DKK 690,000,000, comprising shares at a face value of DKK 10. Any 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 15 March 2022, 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 25 February to 18 March 2022 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 25 February to 21 March 2022 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 vp_vpinvestor@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 25 February 2022:1. Notice of General Meeting.2. The total number of shares and voting rights at the date of the notice.3. Agenda and full wording of motions.4. Annual Report and the consolidated financial statements with the auditor’s report and the management’s review.5. List of candidates and further information about the proposed candidates with respect to election of Shareholders' Representatives and the Supervisory Board.6. The forms to be used when voting by proxy or by postal vote.
Notification of participation Shareholders who wish to attend the General Meeting and cast their votes must acquire an admission card.Admission cards for the General Meeting can be ordered at InvestorPortalen via Jyske Bank's website or from any of Jyske Bank's branches from 25 February 2022 and must be ordered by 18 March 2022 at the latest.Jyske Bank will like previous years send admission cards via email. Therefore, you must - if you have not alreadyregistered your email address at InvestorPortalen - register your email address when you order your admission card. After registration, you will receive an electronic admission card which you may simply show on your smart phone or tablet when you attend the General Meeting. Unless you have appointed a proxy, you will receive your voting card upon presentation of your admission card. You must be aware that if, when you order youradmission card, you do not choose to receive this via email, you must instead collect your admission card at the entrance to the general meeting. In order to receive your admission card, you must produce valid identification.
Live webcastThe general meeting will be live webcasted via Euronext Securities’ (VP Securities A/S’) general meeting portal. The transmission will comprise images and sound. In order to follow the general meeting shareholders must log on to the general meeting portal with their NemIDs. Registration to the general meeting is not required in order to follow the webcast. It will not be possible to ask questions or make presentations and/or cast votes during the process.
Technical requirementsIf a PC is used to follow the general meeting, the Internet browsers Edge, Chrome or Firefox can be used. If a Mac, iphone or iPad are used, one of the two newest versions of Safari (versions 12 or 13) can be used. In case of older Apple equipment which does not have the newest versions of Safari, a Chrome browser can instead be installed and used.
Shareholders should have at least a 5-10 Mbit/s connection to ensure good transmission.
Before commencement of the proceedings of the Annual General Meeting, coffee/tea etc. will be served from 1.30 p.m.
Silkeborg, 22 February 2022
The Supervisory Board
Attachment
Jyske Bank AGM Notice 2022