Notice of Extraordinary General Meeting of Jyske Bank A/S
This is to give notice of an Extraordinary General Meeting of Jyske Bank A/S, which will be held on Thursday 18 April 2024, at 10.00 a.m. at Vestergade 8-16, 8600 Silkeborg, Denmark (entrance via Jyske Bank's main entrance situated at Bankpassagen).
At the Annual General Meeting held on 21 March 2024, 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. | Motions proposed by the Supervisory Board: | |
| 1 | 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." |
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| 2 | Art. 15(6) to be discontinued. | |
| 3 | Art. 16(1) to be changed to read as follows: " The Supervisory Board shall consist of: a. six members elected by and of the body of the Shareholders' Representatives, b. up to two members for election by members in general meeting c. any additional members as required by law. |
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| 4 | 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." |
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| 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/generalforsamlinger.
Adoption of motions - requirements
The motion to amend Jyske Bank's Articles of Association (items a.1-a.4 of the agenda) at extraordinary general meetings shall only be finally adopted where adopted by three fourth of the votes cast and 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 642,720,950, comprising shares at a face value of DKK 10. Each 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, 11 April 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 Friday, 22 March up to and including Friday, 12 April 2024 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 Friday, 22 March up to and including Wednesday, 17 April 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 Friday, 22 March 2024:
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 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 Friday 22 March 2024 up to and including Friday 12 April 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.
For the sake of good order, we point out that no refreshments can be expected to be served at the Extraordinary General Meeting.
Silkeborg, 21 March 2024
The Supervisory Board
Attachment
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