Notice calling an extraordinary general meeting of Vestjysk Bank A/S - Seite 2

We recommend that the shareholders visit the bank's website www.vestjyskbank.dk immediately before the general meeting to clarify whether special measures are to be taken or any other restrictions affect the general meeting.

The complete proposed resolutions are attached and constitute part of this notice.

Special adoption requirements

Adoption at the general meeting of the proposed merger between Vestjysk Bank and Den Jyske Sparekasse and the proposed resolutions to amend the articles of association in that connection is only valid if the proposed resolution is adopted by at least two-thirds of the votes cast of the voting share capital represented at the general meeting, see article 8.8 of the articles of association.

As the resolutions to amend the articles of association set out in item 2 have been proposed by the board of directors, the quorum requirement set out in the first and second paragraphs of article 8.8 does not apply to these proposed resolutions.

Share capital, voting rights and registration date

Vestjysk Bank's nominal share capital is DKK 895,981,517, divided into shares of DKK 1 or multiples thereof. Each share of DKK 1 carries 1 vote, see article 8.2 of the articles of association.

The right to attend and vote at general meetings is conferred on shareholders who, one week before the general meeting, i.e. on 6 January 2021 (the date of registration), are listed as shareholders in the register of shareholders or have sent a request to the bank by such date for the purpose of being registered in the register of shareholders and such request has been received by the bank. The right to attend the general meeting is also subject to notice of attendance being given to the bank no later than 3 days before the general meeting, i.e. no later than on 10 January 2021.

Agenda and documents

Immediately after the announcement of this notice (and no later than on 23 December 2020), (i) the notice calling the general meeting; (ii) the total number of shares and voting rights at the date of the notice calling the general meeting; (iii) the agenda and the complete proposed resolutions; and (iv) the proxy form and the postal vote form will be available for inspection by the shareholders on the bank's website www.vestjyskbank.dk.