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 Thursday 30 March 2023 at 3 p.m. at Jysk Musikteater, Papirfabrikken 80, DK-8600 Silkeborg.
AGENDA of general meeting:
| a. | Report of the Supervisory Board on Jyske Bank's operations during the preceding year. | |
| b. | 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. | |
| 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 2023, cf. Art.15(5) of the Articles of Association. | |
| 2 | Determination of the remuneration of Supervisory Board members for 2023, 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 64,272,095 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. | |
| f. | Motions. | |
| Motions proposed by the Supervisory Board: | ||
| 1 | Adoption of Jyske Bank’s remuneration policy | |
| 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 Wednesday 8 March 2023 at Jyske Bank's website. | |
| 2 | Election of Supervisory Board members, cf. Art. 16(1)(b) of the Articles of Association. The Supervisory Board proposes that no members of the Supervisory Board be elected under this item since the present Supervisory Board meets the requirements of the Danish Financial Supervisory Authority of relevant knowledge and experience. | |
| h. | Appointment of auditors. The Supervisory Board proposes re-election of Ernst & Young Revisionspartnerselskab. The motion is in accordance with the recommendation of the Audit Committee to the Supervisory Board. The recommendation of the Audit Committee is free from influence by any third parties and is not - and has not been - subject to any agreement with a third party who in any way limits the appointment of specific auditors or audit firms by members in general meeting. | |
| i. | 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://jyskebank.com/investorrelations/generalmeetings.
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 10. Any 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 23 March 2023, 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 Wednesday 8 March up to and including Friday 24 March 2023 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 Wednesday 8 March to Wednesday 29 March 2023, 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 [email protected]. 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 [email protected]. 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 Wednesday 8 March 2023:
1. Notice of General Meeting.
2. The total number of shares and voting rights at the date of the notice.
3. Agenda and full wording of motions.
4. Annual Report and the consolidated financial statements with the auditor’s report and the management’s review.
5. List of candidates and further information about the proposed candidates with respect to election of Shareholders' Representatives and the Supervisory Board.
6. The forms to be used when voting by proxy or by postal vote.
Notification of participation
Shareholders who wish to attend the General Meeting and cast their votes must acquire an admission card.
Admission cards for the General Meeting can be ordered at InvestorPortalen via Jyske Bank's website or from any of Jyske Bank's branches as from Wednesday 8 March 2023 up to and including 24 March 2023.
Jyske Bank will like previous years send admission cards via email. Therefore, you must - if you have not already
registered your email address at InvestorPortalen - register your email address when you order your admission card. After registration, you will receive an electronic admission card which you may simply show on your smart phone or tablet when you attend the General Meeting. Unless you have appointed a proxy, you will receive your voting card upon presentation of your admission card. You must be aware that if, when you order your admission card, you do not choose to receive this via email, you must instead collect your admission card at the entrance to the general meeting. In order to receive your admission card, you must produce valid identification.
Live webcast
The general meeting will be live webcasted via Euronext Securities (VP Securities A/S’) general meeting portal. The transmission will comprise images and sound. In order to follow the general meeting shareholders must log on to the general meeting portal with their MitIDs or VP-IDs. Registration to the general meeting is not required in order to follow the webcast. It will not be possible to ask questions or make presentations and/or cast votes during the process.
Technical requirements
If a PC (Android) is used to follow general meeting, the Internet browsers Edge, Chrome, Firefox or Opera can be used. If a Mac, iPhone or iPad are used, one of the four newest versions of Safari (versions 13, 14, 15 and 16) can be used. In case of older Apple equipment which does not have the newest versions of Safari, a Chrome browser can instead be installed and used.
Shareholders should have at least a 5-10 Mbit/s connection to ensure good transmission.
Before commencement of the proceedings of the Annual General Meeting, coffee/tea etc. will be served from 1.30 p.m.
Silkeborg, 28 February 2023
The Supervisory Board
Attachment
