Notice of Annual General Meeting of Jyske Bank A/S
This is to give notice of an Annual General Meeting of Jyske Bank A/S, which will be held on Thursday 21 March 2024, 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 2024, cf. Art.15(5) of the Articles of Association. | ||
| 2 | Determination of the remuneration of Supervisory Board members for 2024, 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 64,272,095 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. | ||
| Amendments to the Articles of Association: | |||
| 2 | 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.” | ||
| 3 | Art. 15(6) to be discontinued. | ||
| 4 | Art. 16(1) to be changed to read as follows: “The Supervisory Board shall consist of:
| ||
| 5 | 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.” | ||
| Motion proposed by a shareholder: | |||
| 6 | ” That Jyske Bank makes it its policy to refrain from making political donations, be it financial support to political parties or support to individual political candidates.” | ||
| 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 Wednesday 28 February 2024 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. | Election of auditors: | ||
| 1 | The Supervisory Board proposes the re-election of EY Godkendt 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. | ||
| 2 | The Supervisory Board proposes the election of EY Godkendt Revisionspartnerselskab for verification of statutory information on sustainability. 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 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: https://jyskebank.com/investorrelations/generalmeetings.
Adoption of motions - special requirements
Motions to amend Jyske Bank’s Articles of Association at annual general meetings (agenda,
items f.2 - f.5 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 date
Jyske Bank's share capital is DKK 642,720,950, 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 Thursday 14 March 2024, 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 Wednesday 28 February up to and including Friday 15 March 2024 give voting instructions, appoint Jyske Bank's Supervisory Board or a third party as proxy either electronically or by means of a form.
Shareholders may attend the General Meeting by proxy and cast their votes by proxy.
In addition, shareholders may as from Wednesday 28 February to Wednesday 20 March 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 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 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 information
The following documents and information can be downloaded from Jyske Bank's website from Wednesday 28 February 2024:
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 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 Wednesday 28 February 2024 up to and including 15 March 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.
Live webcast
The 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 MitIDs or VP-IDs. 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.
Before commencement of the proceedings of the Annual General Meeting, coffee/tea etc. will be served from 1.30 p.m.
Silkeborg, 27 February 2024
The Supervisory Board
Attachment
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