Notice of Extraordinary General Meeting of Jyske Bank A/S

1/28/2013 3:31 AM EST

Jyske Bank A/S
Notice to convene extr.general meeting

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 Tuesday 26 February 2013, at 9.00 a.m. at Vestergade
8-16, 8600 Silkeborg, Denmark. 

AGENDA

Amendments to the Articles of Association proposed by the Supervisory Board:

1

a. The present Art. 4 (2) to be replaced by an authority to the Supervisory
Board to increase the Bank’s share capital by not more than a nominal amount of
DKK 1,000m (100 million shares of DKK 10). This authority shall be valid until
1 March 2018. The increase shall be effected without preferential subscription
rights for existing shareholders and offered at market price through cash
payment or through existing businesses or specific assets. 

b. Addition of a new Art. 4 (3) comprising an authority to the Supervisory
Board to increase the Bank’s share capital by not more than a nominal amount of
DKK 1,000m (100 million shares of DKK 10). This authority shall be valid until
1 March 2018. The increase shall be effected with preferential subscription
rights for existing shareholders and offered at a favourable price through cash
payment or in any other manner. 

c.  Art. 4 (3) to be changed into Art. 4 (4). The authority to expire in 2018
and sentence 3 to be changed to read as follows: ”The increase is effected
without preferential subscription rights for existing shareholders and offered
at market price or at a lower price determined by the Supervisory Board,
provided always that the price is not below 105, or through the issue of bonus
shares.” 

d. Addition of a new Art. 4 (5): "When exercising the authority set out in Art.
4 (2), (3) and (4), the Supervisory Board may increase the company’s share
capital by not more than a nominal amount of DKK 1,000m (100 million shares of
DKK 10)." 

As a consequence of 1d, Art. 4 (4) will be changed into Art. 4 (6).

2

a. The present Art. 5 to be replaced by an authority to the Supervisory Board
as mentioned in 2a-2c below. Art. 5 (1) authorises the Supervisory Board to
raise loans against bonds or other instruments of debt which bonds or
instruments of debt shall entitle the lender to convert his claim into shares
(convertible loans). Convertible loans shall not exceed DKK 1,000m according to
the conversion price fixed on the raising of such loans. Where the Supervisory
Board decides to raise convertible loans, the authority to increase the share
capital, cf. Art. 4 (2)-(4), shall be considered to be utilised by an amount
corresponding to the maximum conversion right. This authority shall be valid
until 1 March 2018. The Bank’s shareholders shall have a preferential
subscription right to convertible loans. 

b. Art. 5 (2) authorises the Supervisory Board to raise loans against bonds or
other instruments of debt which bonds or instruments of debt shall entitle the
lender to convert his claim into shares (convertible loans). Convertible loans
shall not exceed DKK 1,000m according to the conversion price fixed on the
raising of such loans. Where the Supervisory Board decides to raise convertible
loans, the authority to increase the share capital, cf. Art. 4 (2)-(4), shall
be considered to be utilised by an amount corresponding to the maximum
conversion right. This authority shall be valid until 1 March 2018. The Bank’s
shareholders shall not have a preferential subscription right to convertible
loans which are offered at a subscription price and a conversion price to the
effect that the right of conversion corresponds to the market price of the
shares at the time the resolution was passed by the Supervisory Board. 

c. Addition of a new Art. 5 (3): "When exercising the authority of Art. 5 (1)
and (2), the Supervisory Board may raise convertible loans by the total amount
specified in Art. 4 (2)-(4) according to the conversion price fixed on the
raising of such loans." 

3

a. Amendment to Art. 8 (e) to read as follows: "Election of Shareholders’
Representatives, cf. Art. 14, and possibly election of 1-2 members of the
Supervisory Board, cf. Art. 16." 

4

a. Addition of a new Art. 14 (9): "Notwithstanding the provisions on the
structure and election of the Shareholders’ Representatives, the Shareholders’
Representatives may – in connection with the Bank’s merger with other banks –
resolve to offer members of the supervisory boards of other banks to become
observers in the Shareholders Representatives." 

b. Addition of a new Art. 14 (10): "Provided that such observers meet the
eligibility requirements, they may be elected to the Shareholders’
Representatives at a coming annual general meeting in accordance with the
provisions on the structure and election of the Shareholders’ Representatives
always provided that the provisions of Art. 14 (2) on the highest number of
Shareholders’ Representatives of each geographical region shall not apply. The
number of Shareholders’ Representatives may hence exceed the maximum 50 members
in a geographical region but shall not exceed 70 members. In addition, the
provision of Art. 14 (4) about alternating elections in the individual
geographical regions shall not apply to such elections to the Shareholders’
Representatives." 

5

a. Amendment to Art. 15 (4) to read as follows: "The Shareholders’
Representatives shall elect six members of the Supervisory Board among them." 

b. Addition of a new Art. 15 (5): "The Shareholders’ Representatives shall
determine the remuneration of all members of the Supervisory Board as well as
directorships in the Shareholders Representatives." 

As a consequence of 5b, Art. 15 (5) will change into Art. 15 (6).

6

a. Addition of a new Art. 16 (1)(b): "up to two members proposed by the
Supervisory Board for election at the general meeting who meet the requirements
of the Danish FSA with respect to relevant knowledge and experience of
supervisory board members of banks, and" 

As a consequence of 6a, Art. 16 (1)(b) will change into Art. 16 (1)(c).

b. Art. 16 (3) to be changed to read as follows: "Members of the Supervisory
Board elected by the Shareholders’ Representatives shall be elected for terms
of three years. Re-elections shall be allowed. Elections by the Shareholders’
Representatives of members of the Supervisory Board shall follow the elections
of Shareholders’ Representatives in the geographical regions, cf. Art. 14 (4)." 

c. Addition of a new Art. 16 (4): "Members of the Supervisory Board elected by
members in general meeting shall be elected for terms of one year. Re-elections
shall be allowed.” 

d. As a consequence of 6c, Art. 16 (4) will change into Art. 16 (5) and the
wording will be amended to read as follows: 

"Where the number of Supervisory Board members elected by the Shareholders’
Representatives in accordance with Art. 16 (1)(a), falls below six but not
below four, the Shareholders’ Representatives shall at the coming statutory
meeting hold new elections to the Supervisory Board. Where the number falls
below four, an extraordinary meeting of the Shareholders’ Representatives shall
be called in order to hold by-elections. Elections according to this provision
shall be valid for the rest of the election period of the retiring member. 

e. Addition of a new Art. 16 (6): "In case of non-attendance of
employee-elected Supervisory Board members, the deputy of the member in
question will be called in. In case of short-term non-attendance, no deputy
will have to be called in." 

As a consequence of 6e, Art. 16 (5) and (6) will change into Art. 16 (7) and
(8). 

7

a. Art. 21 to be changed to read as follows: "Every year, the Annual General
Meeting shall appoint one or more accountants in accordance with current
legislation to audit the Bank’s annual report." 

8

Any other business.



Adoption of motions - special requirements

Motions to amend the Bank’s Articles of Association at extraordinary general
meetings (agenda, items 1-7) shall only be adopted where not less than 90 per
cent of the voting share capital is represented at the extraordinary general
meeting and only where adopted by both three fourth of the votes cast and by
three fourth of the voting share capital represented at the general meeting,
cf. Art. 12 of the Articles of Association. Where less than 90 per cent of the
voting share capital is represented at the extraordinary general meeting, but
the said motion obtained both three fourth of the votes cast and three fourth
of the voting share capital represented at the extraordinary general meeting,
the said motion may be adopted at a new general meeting by the said qualified
majority irrespective of the proportion of the share capital represented. 

In relation to the motions under 1 and 2 the Supervisory Board points out that
the wording of the existing authorisations in Arts. 4 and 5 shall apply until
the proposed amendments to the Articles of Association may be finally adopted. 



The size of the share capital and the voting rights of the shareholders

Jyske Bank’s share capital is DKK 712,799,990 divided into shares of DKK 10.
Each share amount of DKK 10 gives one vote, provided always that 4,000 votes is
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 acquired through a transfer to be exercised, the share
must 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 19 February
2013, or the title to such share must be notified and documented to the Bank
within that same time limit. 



Proxy and postal vote

Shareholders may not later than 22 February 2013 appoint Jyske Bank’s
Supervisory Board or a third party as proxy. Your proxy may be appointed
electronically at the Investor Portal of VP Investor Services via Jyske Bank’s
website www.jyskebank.dk or in writing by means of the form for the appointment
of proxies which is available at one of Jyske Bank’s branches. Where the form
of proxy is used, the completed and signed form must reach the Bank by the
above-mentioned deadline. Please forward the form by post to Jyske Bank A/S,
Fondsservice, Vestergade 8-16, DK-8600 Silkeborg, by e-mail to
  or by fax to +45 89 89 73 84. 

Shareholders may attend the general meeting by proxy and cast their votes by
proxy. Also in this respect, your proxy may be appointed electronically or by
means of the form of proxy as described above at the above-mentioned deadline. 

Shareholders may cast postal votes prior to the general meeting. Postal votes
may be cast electronically at the Investor Portal of VP Investor Services via
Jyske Bank’s website www.jyskebank.dk or by means of a form. The form is
available at the Bank’s branches and may be returned by post to Jyske Bank A/S,
Fondsservice, Vestergade 8-16, DK-8600 Silkeborg, by e-mail to
  or by fax to +45 89 89 73 84. Deadline for casting
postal votes is 25 February 2013, at 10.00 a.m. 



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 may ask questions in writing about the items of the agenda or the
Bank’s financial position. Please send questions to Jyske Bank A/S, Juridisk
Afdeling, Vestergade 8-16, DK-8600 Silkeborg or by e-mail to
 . Questions and answers will be presented at the general
meeting. At the extraordinary general meeting the management will also answer
questions from the shareholders about matters of importance for the financial
situation of the Bank and questions for consideration at the general meeting. 



Further information

The following documents can be downloaded from www.jyskebank.dk or can be
ordered from Jyske Bank’s branches from 4 February 2013: 

1. Notice of Extraordinary General Meeting.

2. The total number of shares and voting rights at the date of the notice.

3. The agenda and the full wording of motions, including the proposed
amendments to the Articles of Association. 

4. The forms to be used when voting by proxy or by postal vote.



Admission cards

Shareholders who wish to attend the general meeting and cast their votes must
acquire an admission card. Admission cards for the Extraordinary General
Meeting can be ordered at the Investor Portal of VP Investor Services via
www.jyskebank.dk or from any of the Bank's branches from 4 February 2013 and
must be ordered on Friday 22 February 2013 before closing time, at the latest. 

For the sake of good order we point out that no refreshments will be served at
the Extraordinary General Meeting.