Notice of Annual General Meeting of Jyske Bank A/S
This is to give notice of an Annual General Meeting of Jyske Bank A/S, which will be held on Tuesday 23 March 2021, at 3.00 p.m. Due to COVID-19 the annual general meeting will be held as a fully electronic general meeting without possibility of physical attendance.
AGENDA of general meeting:
|a.||Report of the Supervisory Board on Jyske Bank's operations during the preceding year.|
|b.||Annual Report 2020|
|1||Presentation of the annual report for adoption or other resolution as well as resolution as to the application of profit or cover of loss according to the financial statements adopted.|
Motion proposed by Foreningen Kritiske Aktionærer (the association of critical shareholders):
Abandon dividend payment for 2020.
|c.||Presentation of and consultative ballot on the remuneration report.|
|d.||Determination of remuneration to the Shareholders’ Representatives and the Supervisory Board:|
|1||Determination of the remuneration of Shareholders’ Representatives for 2021, cf. Art.15(5) of the Articles of Association.|
|2||Determination of the remuneration of Supervisory Board members for 2021, cf. Art.16(9) of the Articles of Association.|
|e.||Consideration of motion to the effect that the Supervisory Board authorises the Bank to acquire Jyske Bank shares on one or more occasions, until the next annual general meeting, of up to a nominal amount of DKK 72,560,778 and at amounts not deviating by more than 10% from the closing bid price listed on NASDAQ Copenhagen A/S at the time of acquisition.|
|Motions proposed by the Supervisory Board:|
|1||Adoption of Jyske Bank’s Remuneration Policy.|
|2||The authority set out in Art. 4(2) of the Articles of Association (share issue without a pre-emption right) to expire on 1 March 2026 instead of 1 March 2022. In addition, the authorisation of the general meeting to issue new shares without a pre-emption right will be reduced from DKK 100 m to DKK 70 m.|
|3||The authority set out in Art. 4(3) of the Articles of Association (share issue with a pre-emption right) to expire on 1 March 2026 instead of 1 March 2022. In addition, the authorisation of the general meeting to issue new shares with a pre-emption right will be reduced from DKK 200 m to DKK 140 m.|
|4||Amendment to Art. 16(1)(b) of the Articles of Association to read as follows: “up to two members for election by members in general meeting who meet the statutory requirements in respect of relevant knowledge and special experience of supervisory board members of financial services companies, and”|
|g.||Election of members:|
|1||Election of Shareholders' Representatives, cf. Art. 14(4) of the Articles of Association. The proposed candidates and further information about them are available as from 1 March 2021 at Jyske Bank's website.|
Election of Supervisory Board members, cf. Art. 16(1)(b) of the Articles of Association.