This is to give notice of an Extraordinary General Meeting of Jyske Bank A/S, which will be held on Wednesday 14 September 2022, at 10.00 a.m. at Vestergade 8-16, 8600 Silkeborg, Denmark.
At the Extraordinary General Meeting held on 22 August 2022, the motion to amend the Articles of Association was 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 amendment to the Articles of Association is subject to adoption at a new Extraordinary General Meeting.
The AGENDA for consideration and final adoption.
| a. | Motions proposed by the Supervisory Board: |
| Reduction of Jyske Bank’s nominal share capital by DKK 47,279,050 (corresponding to 4,727,905 shares at a nominal value of DKK 10) from DKK 690,000,000 to DKK 642,720,950. With reference to S.188(1) of the Danish Companies Act we point out that the capital reduction takes place through cancellation of previously acquired own shares acquired by Jyske Bank in accordance with authorisation from members in general meeting. Hence, the capital reduction is spent on payment of capital owners. If the motion is adopted, Jyske Bank's holding of own shares will be reduced by 4,727,905 shares of a nominal value of DKK 10 These shares have been bought back at a total amount of DKK 1,699,780,525 which implies that, apart from the nominal capital reduction, a total amount of DKK 1,652,501,475 has been paid to the capital owners in connection with the buy-backs. The capital reduction takes place at a share premium since it will be at 359.52 for each share of a nominal amount of DKK 10, corresponding to the average price at which the shares have been bought back. 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 DKK 642,720,950 distributed on 64,272,095 shares. | |
| b. | The Supervisory Board proposes that members in general meeting authorise the chairman of the meeting (with a right of substitution) to notify any resolutions adopted to the Danish Business Authority and to make such adjustments which may be required by the Danish Business Authority in connection with the registration of the resolutions adopted. |
| c. | Any other business. |
Reference to Jyske Bank's website for further information
Where in this notice of a general meeting, reference is made to Jyske Bank’s website for further information, this link can be used: www.jyskebank.com/investorrelations/generalmeetings.
Adoption of motions - special requirements
The motion to amend Jyske Bank’s Articles of Association (item a 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 date
Jyske Bank's share capital is DKK 690,000,000, comprising shares at a face value of 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 7 September 2022, or the title to such share shall be notified and documented to the Bank within that same time limit.
Proxy and postal vote
Shareholders may as from 23 August up to and including 9 September 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 23 August to 13 September 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 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 bank
Jyske 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 shareholders
Shareholders 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 information
The following documents and information can be downloaded from Jyske Bank's website or can be ordered from Jyske Bank's branches from 23 August 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
5. Annual Report 2021
6. Report of the Supervisory Board, cf. S.185 of the Danish Companies Act, cf. S.156(2)
7. Report of the Auditors’ opinion, cf. S.185 of the Danish Companies Act, cf. S.156(2)
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 Jyske Bank's website or from any of Jyske Bank's branches from 23 August up to and including 9 September 2022.
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. 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, 23 August 2022
The Supervisory Board
Attachment
