The Danish Financial Supervisory Authority
NASDAQ OMX Copenhagen
London Stock Exchange
Oslo Børs
26 March 2013
Resolutions at vestjyskBANK’s annual general meeting held on 26 March 2013
The annual general meeting approved the board of directors’ report and the annual report as well as the board of directors’ proposal to cover losses in accordance with the adopted annual report.
The proposal that remuneration for the current financial year to members of the board of directors remains unchanged was adopted. Accordingly, ordinary members of the board of directors receive DKK 150,000; the chairman receives DKK 300,000; and the deputy chairman receives DKK 250,000. The chairman of the audit committee receives a supplement of DKK 50,000 in addition thereto.
The proposal to approve the revised pay policy for the management etc. was also approved.
The board of directors’ proposal to reduce the election period of the members of the board of directors from two years to one year was approved. Consequently, article 9.1, section 1 of the articles of association was amended to reflect the reduced election period.
The board of directors’ proposal to reduce the nominal value of the bank’s shares from DKK 10 to DKK 1 was also adopted. The approval of the proposal entails among other things that:
- The denomination of each share will be reduced from nominally DKK 10 to nominally DKK 1. Accordingly, the bank’s share capital after completion of the capital decrease will be DKK 61,288,878 divided into 61,288,878 shares of DKK 1 each.
- After completion of the capital decrease, the bank will have a special reserve of DKK 551,599,902, forming part of the bank’s equity capital.
- The special reserve made by the capital decrease is undistributable and can only be used to cover losses or to be converted into share capital, unless the general meeting decides to use the reserve for other purposes. However, the general meeting cannot make such decision as long as the bank has outstanding loans in the form of state-funded capital injections or senior loans which are covered by individual state guarantee.
- After the general meeting the capital decrease will be published through the Danish Business Authority’s IT-system together with a request to the bank’s creditors to notify the bank of any claims against the bank within four weeks.
- If the capital decrease is adopted and completed following the four weeks’ notice period, articles 3.1, 3A.8, 3B.11 and 8.2 of the articles of association will be amended as a consequence hereof. Further, a new article 3.2 will be included in the articles of association with the following wording:
”By resolution by the annual general meeting on 26 March 2013, the bank’s share capital was decreased by nominally DKK 551,599,902 from DKK 612,888,780 to DKK 61,288,878 at par value with allocation of the reduction amount to a special reserve, cf. section 188(1)(3) of the Danish Companies Act.
The special reserve is an undistributable reserve and can only be used to cover losses or to be converted into share capital in the bank, including in connection with conversion of state-funded capital injections into share capital. The special reserve shall remain a part of the bank’s equity capital (with the exception of any decreases of the special reserve to cover losses etc.).
Notwithstanding the above limitation in the use of the special reserve, the bank’s shareholders may at a general meeting with the majority required to amend the articles of association resolve to distribute the reduction amount to the bank’s shareholders or to transfer the amount to retained profit or losses (i.e. distributable reserves). However, such resolution cannot be passed until such time when the bank does not have any outstanding loans in the form of state-funded capital injections or any senior loans covered by individual state guarantee.”
The board of directors’ proposal to renew the authorisations of the board of directors in article 9.10-9.13 of the articles of association was also adopted. Thus, the board of directors is authorised until 26 March 2018 to increase the bank’s share capital by up to DKK 6,128,888 at market price without pre-emptive subscription rights for the bank’s shareholders and by up to DKK 6,128,888 at minimum par value with pre-emptive subscription rights to the bank’s shareholders. The authorisations can be used to increase the share capital by a maximum of nominally DKK 6,128,888.
Furthermore, the board of directors’ proposal to correct article 8.4 of the articles of association entailing that the reference in article 8.4 of the articles of association is changed from “article 9.1” to “article 8.1” was adopted.
The general meeting authorised the board of directors until 26 March 2018 to let the bank acquire own shares at a nominal value of up to 10 per cent of the share capital.
The proposal from shareholder Jens Hein Bonde to pass a vote of no confidence in the board members Anders Bech, Poul Hjulmand, Kirsten Lundgaard-Karlshøj, and Carl Olav Birk Jensen and request their resignation was rejected by more than 98 per cent of the voting rights. In addition, a proposal from shareholder Jens Hein Bonde to pass a vote of no confidence in the bank’s internal and external auditors and instruct the management to release the internal auditor from duty was rejected by more than 98 per cent of the voting rights.
Proposals from Niels Kaae to (i) amend article 9.1 of the articles of association and that (ii) article 9.9 of the articles of association be deleted were also rejected.
The election periods of board members Poul Hjulmand and Carl Olav Birk Jensen expired at the general meeting. Carl Olav Birk Jensen had announced that he was not a candidate for re-election. The board of directors’ proposal to re-elect Poul Hjulmand and to elect Bent Simonsen and Aage Tang-Andersen was adopted.
PricewaterhouseCoopers Statsautoriseret Revisionspartnerskab was re-elected as auditor.
The general meeting authorised the chairman of the meeting to make the necessary registrations of the resolutions passed by the general meeting with the Danish Business Authority.
No business was transacted under item: “Any other business”.
Immediately after the general meeting the board of directors constituted itself with the result that Steen Hemmingsen continues as chairman, and Anders Bech continues as deputy chairman. The board of directors also decided that the audit committee should continue to consist of the entire board of directors. The board of directors considers Bent Simonsen to be the highly qualified and independent member of the audit committee, and he was thus elected chairman of the bank's audit committee.
Vestjysk Bank A/S
The board of directors
Vestjysk Bank A/S
Torvet 4-5
DK-7620 Lemvig
Denmark
Phone +45 96 63 20 00
CVR no. 34631328
www.vestjyskbank.dk
