Last checked at 28 Mar 2022 08:04
Notice of Extraordinary General Meeting of Jyske Bank A/SThis is to give notice of an Extraordinary General Meeting of Jyske Bank A/S, which will be held on Thursday 21 April 2022, at 10.00 a.m. at Vestergade 8-16, 8600 Silkeborg, Denmark.
At the Annual General Meeting held on 22 March 2022, 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. | 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). | |
| 2. | 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.” | |
| 3. | 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.” | |
| 4. | 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. | |
| 5. | 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.” | |
| 6. | 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.” | |
| 7. | 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.” | |
| b. | In connection with the proposed amendments to the Articles of Association, the Supervisory Board proposes that the members in General Meeting authorise 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://investor.jyskebank.com/investorrelations/generalmeetings.
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. Each share amount of DKK 10 shall give 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 14 April 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 30 March to 13 April 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 30 March to 20 April 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 Investor services 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 Investor 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 may ask questions in writing 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. 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 or can be ordered from Jyske Bank's branches from 30 March 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. The forms to be used when voting by proxy or by postal vote.
Admission cardShareholders 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 the Investor Portal via Jyske Bank's website or from any of Jyske Bank's branches from 30 March 2022 and must be ordered by Friday 13 April 2022 at the latest.
Jyske Bank will like previous years send admission cards via email. Therefore, you must - if you have not already registered 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. As something new, you must be aware that if, when you order your admission 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.
For the sake of good order, we point out that no refreshments can be expected to be served at the Extraordinary General Meeting.
Silkeborg, 28 March 2022The Supervisory Board
Attachment
EGM Notice 20220328