Announcement no. 4/2009
In accordance with Section 4 of the Articles of Association, we herewith notify
you that we have convened an ordinary annual general meeting of Fionia Bank A/S
on Tuesday, 10th March 2009 at 17.00 at Odense Congress Center, Ørbækvej 350,
DK-5220 Odense SØ.
Agenda:
1. The board of director's report on the company's activities during the past
year.
2. The board of directors' account of the company's current situation,
including the agreement entered into with state company Financial Stability A/S
regarding a non-cash contribution of the company's activities in return for
shares in a new bank. It should be noted that there will not be a vote on the
board of directors' account.
3. Discussion of and decisions on any suggestions received from the company's
shareholders on other measures that would mean that the company can fulfil the
solvency requirement in Section 124 of the Danish Financial Business Act, or on
winding up on terms that can be approved by the Danish Financial Supervisory
Authority, cf. Section 246, subsection 2 of the Danish Financial Business Act.
4. Presentation of the audited annual report for approval.
5. Decision on settling the loss in accordance with the approved annual report.
6. Authorisation for the board of directors to permit the company to acquire
its own shares during the time up to the next ordinary annual general meeting.
7. Proposal from the board of directors and shareholders on the following
changes to the Articles of Association:
7.1 Proposal from the board of directors and shareholders on the following
changes to the Articles of Association:
a) Changing the company's name to "Fionia Bank Holding A/S" and accompanying
change to item 1.1 of the Articles of Association.
b) Deletion of item 1.2 in the company's Articles of Association.
c) Lapse of the committee of representatives and local councils and
discontinuation of shareholders' meetings and accompanying deletion of items
5.2.5, 9, 10.10, 12, and 13 in the Articles of Association and, in this
connection, a change in (i) item 6.1 in the Articles of Association so that the
reference to the committee of representatives is removed, (ii) item 10.7 in the
Articles of Association so that there is no eligibility requirement for
election, that the person in question is a member of the committee of
representatives, is a personal shareholder in the company and fulfils the
criteria in the Danish Financial Business Act, and (iii) item 10.9 in the
Articles of Association so that there is no ongoing requirement for members of
the board of directors to be shareholders or members of the committee of
representatives.
d) A change in the provision on the election of the board of directors so that
the members of the board will be elected by the annual general meeting in
future, commencing at the ordinary annual general meeting in 2010 and
accompanying change in item 10.1 of the Articles of Association and, in this
connection, a change to (i) item 10.1 in the Articles of Association so that
the members of the board of directors are elected for two years at a time and
so that half of the members of the board of directors shall stand for election
every year, with the possibility of re-election, and (ii) the introduction of a
new item 5.2.5 on the election of members of the board of directors and the
establishment of remuneration for the board of directors.
e) Authorisation of the board of directors to change the company's name to
"Fionia Holding A/S", and to make the accompanying change to item 1.1 of the
Articles of Association, both on the date when the company's bank licence is
withdrawn.
f) Authorisation of the board of directors to change the purpose of the company
as stated in the Articles of Association to own shares in the new Fionia Bank
and related activities at the discretion of the board of directors' and to make
the accompanying change to item 1.4 of the Articles of Association, both on the
date when the company's bank licence is withdrawn.
The proposed changes in item 7.1., a) - d) will come into force immediately
after they are adopted. The proposed changes in item 7.1., e) - f) will come
into force when the company's bank licence is withdrawn, upon which the board
of directors shall be obliged to implement them.
7.2 Suggestion from a shareholder:
a) Proposal on the lapse of the committee of representatives and that the board
of directors be elected by the annual general meeting. The proposal is
identical to the board of directors' proposal in item 7.1. c) as far as the
lapse of the committee of representatives is concerned, apart from the
additional proposal that the change will come into force as soon as it is
adopted, so that there will be an election to the board of representatives at
the ordinary annual general meeting on 10 March 2009.
b) If the proposal in item 7.2 a) is adopted, there will be an election of six
members to the board of directors and an establishment of their remuneration.
8. Election of members of the committee of representatives and the
establishment of their remuneration. If the proposals in item 7.1 c) or 7.2 a)
are not adopted, fifteen members shall be elected to the continuing committee
of representatives and there shall be an establishment of their remuneration.As
the company's committee of representatives is expected to continue in the new
Fionia Bank, fifteen members shall be elected to this committee.
9. Election of auditor.
10. Any Other Business.
SPECIAL REQUIREMENTS REGARDING ADOPTION
The proposals in items 1, 4-6, and 8-9 of the agenda can be adopted by a simple
majority.
The adoption by the annual general meeting of the measures in pursuance of item
3 of the agenda, which will mean the company fulfils the solvency requirement,
requires at least two-thirds of the capital represented to vote in favour of
this, unless half of the company's share capital is represented at the annual
general meeting, in which case the decision on the measures can be made by a
simple majority, cf. Section 246, subsection 5 of the Danish Financial Business
Act. This shall apply irrespective of the majority requirement contained in the
company's Articles of Association and the Danish Companies Act.
The adoption by the annual general meeting of the proposals for changes to the
Articles of Association in item 7 of the agenda requires a special majority,
cf. Section 78 of the Danish Companies Act and item 8.2 of the Articles of
Association. In accordance with this, proposals can only be adopted if they are
individually approved and thereby adopted by at least two-thirds of the votes
cast and of the voting capital represented at the annual general meeting.
ENTRANCE CARD AND PROXY
In accordance with item 4.3.1 of the Articles of Association, shareholders who
wish to take part in the annual general meeting must order an entrance card no
later than five days before the general meeting is held. Entrance cards must be
downloaded no later than 5 March 2009, at 17:00 at www.fioniabank.dk, on
telephone number (+45) 65 20 41 03 or (+45) 65 20 41 21 or by contacting the
company at its address, Vestre Stationsvej 7, 5000 Odense C.
The VP depot number must be given when ordering entrance cards.
Shareholders can attend by proxy. In this case, a written, dated proxy shall be
produced when contacting the company in connection with requesting an entrance
card. Proxies for members of the board of directors or third parties can be
downloaded from the company's web site: www.fioniabank.dk. Nobody, apart from
members of the board of directors, shall be entitled to attend the meeting with
a proxy from more than one shareholder.
AMOUNT OF SHARE CAPITAL AND VOTING RIGHT
The company's share capital comprises DKK 181,405,200.00 distributed between
shares at a nominal price of DKK 10. The right to vote is described in items
2.4. and 8 of the Articles of Association.
Shareholders can exercise their financial rights by contacting Fionia Bank A/S
or via their own custodian bank.
AGENDA, ETC.
The agenda, complete with a full reproduction of the proposals to be discussed
at the annual general meeting and the revised annual report for 2008 will be
available to shareholders for inspection from Monday 2 March 2009 at the
company's premises and can also be accessed on the web site: www.fioniabank.dk.
A notification of the meeting and a full reproduction of the proposals will
also be forwarded to all shareholders listed in the register of shareholders at
their request.
Irrespective of item 5.3 of the Articles of Association, any suggestions
received from shareholders on measures that would mean that the company can
fulfil the solvency requirement in Section 124 of the Danish Financial Business
Act, or on winding up, cf. item 3 of the agenda, must be the chairman of the
board to hand by delivery in the letter box at the company's headquarters no
later than Sunday 1 March 2009 at 17:00, cf. Section 246 of the Danish
Financial Business Act.
The doors to the annual general meeting will be open from 16:00 on 10 March
2009.
Odense, 24 February 2009
The Board of Directors
