Notice of Extraordinary General Meeting of Jyske Bank A/S
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This is to give notice of an Extraordinary General Meeting of Jyske Bank A/S, which will be held on Monday, 20 April 2026, at 3:00 p.m. at Vestergade 8-16, 8600 Silkeborg, Denmark (entrance via Jyske Bank’s visitor entrance situated at Bankpassagen).
At the Annual General Meeting held on 17 March 2026, 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. | Motion proposed by the Supervisory Board: | |
| 1 | Reduction of Jyske Bank’s nominal share capital by DKK 33,095,280 (corresponding to 3,309,528 shares at a nominal value of DKK 10) from 615,069,770 to DKK 581,974,490 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 3,309,528 shares of a nominal value of DKK 10 These shares have been bought back at a total amount of DKK 2,249,990,700 which implies that, apart from the nominal capital reduction, a total amount of DKK 2,216,895,420 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 679.85 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 581,974,490 distributed on 58,197,449 shares. | |
| 2 | Art. 21, new (2): ”Annual reports shall be prepared and published in English. The Supervisory Board may determine that annual reports are also prepared in Danish.” As a consequence hereof the present Art. 21(2) will change into Art. 21(3). | |
| b. | Authorisation to 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 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://www.jyskebank.dk/ir/generalmeetings.
Adoption of motions - requirements
The motion to amend Jyske Bank’s Articles of Association (items a.1-a.2 of the agenda) at the extraordinary general meeting shall only be finally adopted where adopted by three fourth of the votes cast as well as 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 615,069,770, 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 Jyske Bank's register of shareholders not later than on the day of registration, which is Monday, 13 April 2026, or the title to such share shall be notified and documented to Jyske Bank within that same time limit.
Proxy and postal vote
Shareholders may as from Wednesday, 25 March up to and including Thursday, 16 April 2026 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 Wednesday, 25 March up to and including Friday, 17 April 2026 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, 25 March 2026:
1. Notice of Extraordinary General Meeting
2. The total number of shares and voting rights at the date of the notice
3. Agenda and full wording of motions.
3. 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 notify their participation
at the Investor Portal via Jyske Bank’s website as from Wednesday, 25 March 2026 up to and including
Thursday, 16 April 2026.
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.
Yours faithfully,
The Supervisory Board
Contact: Birger Krøgh Nielsen, CFO, tel. +45 25 26 92 42.
Attachment
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