This is to give notice of an Extraordinary General Meeting of
At the Annual General Meeting held on
IMPORTANT NOTICE – coronavirus/COVID-19
We point out that due to the coronavirus/COVID-19 situation special circumstances will be involved in the holding of the general meeting.
In order to minimise the risk of infection and to comply with the precautions of the government and the authorities, we encourage Jyske Bank’s shareholders to avoid attending the general meeting physically, but instead take the opportunity to cast their votes either via power of attorney or postal vote.
In this context, we draw your attention to the possibility of asking questions in writing about the items on the agenda or Jyske Bank’s financial position. See more details under the item ”Questions from shareholders”.
If, contrary to expectations, the number of shareholders who want to attend the general meeting exceeds the number allowed under the social distancing rules,
For the sake of good order, we point out that, due to the above considerations, no refreshments will be served at the general meeting.
The AGENDA for consideration and final adoption:
a. | Motions proposed by the Supervisory Board: | ||
1. | Reduction of If the motion is adopted, the company's holding of own shares will be reduced by 4,992,980 shares of a nominal value of In consequence of the above, the following amendment to the Articles of Association is proposed: Art. 2 to be amended to the effect that Jyske Bank’s nominal share capital be | ||
2. | Art. 1(4) of the Articles of Association to be amended to read “The Bank's objective is, as a bank and as the parent company, to carry on banking business and other activities permitted under current legislation, including the provision of mortgage-credit loans through Jyske Realkredit A/S. ” | ||
3. | Art. 3(1) of the Articles of Association to be amended to read “Shares shall when issued and transferred be registered in the names of their holders at | ||
4. | Art. 3(2) of the Articles of Association to be amended to read ”The Bank’s register of shareholders shall be maintained by | ||
5. | Art. 7(2) of the Articles of Association to be amended to read “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 | ||
6. | Art. 8(1) of the Articles of Association to be amended to read “Annual General Meetings which shall be held before the end of March shall consider the following agenda: | ||
a. | Report of the Supervisory Board on | ||
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. | ||
e. | Motions concerning the authority of the Supervisory Board that the Bank may until the next General Meeting acquire own shares. | ||
f. | Any other motions. | ||
g. | Election of Shareholders’ Representatives, cf. Art. 14 of the Articles of Association, and possibly election of 1-2 members of the Supervisory Board, cf. Art. 16 of the Articles of Association. | ||
h. | Appointment of auditors. | ||
i. | Any other business. ” | ||
7. | Article 15(5) of the Articles of Association to be amended to read ”Members in general meeting shall determine the remuneration of members of the Shareholders' Representatives and of directorships at the Shareholders' Representatives. ” | ||
8. | Article 16(9) of the Articles of Association to be amended to read ”Members in general meeting shall determine the remuneration of members of the Supervisory Board and of directorships at the Supervisory Board. ” | ||
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 | ||
c. | Any other business. |
Reference to
Where in this notice of a general meeting, reference is made to
Size of the share capital, voting rights of the shareholders and registration date
Proxy and postal vote
Shareholders may as from 29 June to
Shareholders may attend the General Meeting by proxy and cast their votes by proxy.
In addition, shareholders may as from 29 June to
Proxies may be appointed or postal votes may be cast electronically at the Investor Portal via
Custodian bank
Jyske Bank’s shareholders may choose
Questions from shareholders
Shareholders may ask questions in writing about the items of the agenda or Jyske Bank’s financial position. Please send questions to
Additional information
The following documents and information can be downloaded from
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 card
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 the Investor Portal via
For the sake of good order, we point out that no refreshments can be expected to be served at the Extraordinary General Meeting.
Silkeborg,
The Supervisory Board
Attachment
- Corporate Announcement_20200629
© OMX, source