Announcement no. 20-2009
4 November 2009
Company Announcement
Amagerbanken's extraordinary general meeting
On Wednesday, 4 November 2009 at 19.00 Amagerbanken held extraordinary general
meeting during which meeting the submitted and unanimously approved proposals
from 1 to 5 were adopted with the required majority.
1)
Authorisation to increase the share capital
In the period till 1 April 2010 the Board of Directors was authorised to
increase the Bank's share capital by up to DKK 666,000,000. The increase may
take place in one or several stages. New shares issued according to this
authorisation may include (a) new shares offered at a premium rate with priority
subscription right for shareholders and (b) new shares offered for free
subscription at the market price or above without priority subscription right
for shareholders and (c) up to an amount of DKK 220,000,000 new shares offered
at a premium rate in advantage of third party without priroty subscription right
for the shareholders.
On any increase of share capital in accordance with this authority below shall
apply;
that the Board of Directors shall fix the subscription price - however not below
par - as well as the date and other terms of capital increases
that the new shares are registered in the Danish Securities Centre and shall
entail the right to dividend from the time of the registration of the shares in
the Danish Commerce and Companies Agency
that the new shares shall be negotiable securities and registered in the Bank's
register of shareholders and cannot be transferred to bearer
that for the shares issued in accordance with this authority the same rules as
for the other shares from a time fixed by the Board of Directors shall apply in
respect of rights, redemption and negotiability
that there shall be no limitations to the new shareholder's priority
subscription right on future augmentations with the exception of the cases
stated in the authority above.
The Board of Directors was authorised to make the amendments to the Articles of
Association resulting from such capital increases.
2)
Authorisation to the Board of Directors to obtain state-funded capital injection
with full or part conversion right
The Board of Directors was authorised to conclude the application for
state-funded capital injection with full or part conversion right cf. the Danish
Financial Business Act and Act on State-funded Capital Injections into Credit
Institutions. The authority will not be included in the Bank's Articles of
Association.
3)
Conditional termination of the voting right restriction
The present voting right restriction of the Articles of Association, article 8,
second paragraph is terminated on the condition that at the same time either
full or part conversion of a received state-funded capital injection takes place
as Act on State-funded Capital Injections into Credit Institutions requires
termination of voting right restriction at the conversion time or a capital
increase of a certain size is concluded.
4)
Proposal for election of an additional auditor
In accordance with the Articles of Association, article 20, an additional
auditor was elected. The Bank's external auditors now consist of the Bank's
existing auditor, KMPG Statsautoriseret Revisionspartnerselskab and Deloitte
Statsautoriseret Revisionsaktieselskab.
5)
Authorisation to notification of the adopted proposal
The Board of Directors or the chairman of the meeting were with substitution
right authorised to notify the adopted proposals and make the amendments of the
adopted proposals, which the Danish Commerce and Companies Agency, the Danish
Securities Centre, NASDAQ OMX Copenhagen, the Danish Financial Supervisory
Authority or other authorities might require or request made as a condition for
registration or approval.
Yours faithfully,
A M A G E R B A N K E N
