Notice of extraordinary general meeting Tuesday, 7 December 2010

Notice of extraordinary general meeting

of Alm. Brand Pantebreve A/S to be held

on Tuesday, 7 December 2010, at 9:30 a.m.

On 12 November 2010, Alm. Brand Bank A/S made a request pursuant to section
89(3) of the Danish Companies Act and article 4.4 of the articles of
association for the Board of Directors of Alm. Brand Pantebreve A/S to convene
an extraordinary general meeting with a view to considering resolutions 1 and 2
set out below. 

In continuation thereof, notice is hereby given that an extraordinary general
meeting of Alm. Brand Pantebreve A/S will be held on Tuesday, 7 December 2010,
at 9:30 a.m., at Alm. Brand Huset, Auditoriet (the Auditorium), Midtermolen 7,
DK-2100 Copenhagen Ø, Denmark, with the following agenda: 

1. Election of a new member to the Board of Directors.

2. Resolution proposing that the general meeting authorises the Board of
Directors to apply for Alm. Brand Pantebreve A/S' shares to be delisted from
NASDAQ OMX Copenhagen A/S. 

Re agenda item 1
It is expected that deputy chairman Mark J. Thorsen, Peter Aggerholm and Peter
Nielsen will resign from the Board of Directors in connection with the
extraordinary general meeting, and it is proposed that Deputy Chief Executive
Jens Christian Peterson is elected as a new member. 

Jens Christian Peterson was employed as Senior Vice President of Alm. Brand
Bank A/S in 2008, and in November 2009 he was appointed Deputy Chief Executive
of the bank. Jens Christian Peterson is also a member of the management board
of Alm. Brand Bank's wholly-owned subsidiary Ejendomsselskabet af 05.08.2010
ApS. In addition, Jens Christian Peterson is a member of the board of directors
of (1) Ejendomsselskabet af 02.07.2009 ApS, (2) Ejendomsselskabet af 11/5 2009
ApS and (3) K/S Juventusvej, in which he is also a member of the management
board. 

Board members are elected in accordance with article 9.1 of the articles of
association for terms of one year, but it is proposed that Jens Christian
Peterson is elected for the period until the annual general meeting in 2011. 

Re agenda item 2
Alm. Brand Bank A/S proposes that the Board of Directors is authorised to apply
for Alm. Brand Pantebreve A/S' shares to be delisted from NASDAQ OMX Copenhagen
A/S. 
The reason for the proposed resolution is that on 12 October 2010 Alm. Brand
Bank A/S submitted a recommended, voluntary, conditional tender offer to the
shareholders of Alm. Brand Pantebreve A/S with a view to becoming owner of all
of the shares of Alm. Brand Pantebreve. It appears from the offer document
that, if the tender offer is completed, Alm. Brand Bank A/S intends to initiate
a compulsory redemption in accordance with sections 70-72 of the Danish
Companies Act with a view to acquiring any remaining shares in Alm. Brand
Pantebreve A/S not acquired by Alm. Brand Bank A/S in connection with the
tender offer. 

On 12 October 2010, Alm. Brand Bank A/S announced that the tender offer will be
completed. 

Presentation etc. of documents for use at the general meeting 
The agenda and the complete proposals submitted at the general meeting are
contained in this notice. 

(1) The notice, including the agenda and the complete proposals, (2)
information about the total number of shares and voting rights in the company,
including the total number for each share class, as at the date of the notice,
and (3) a form to be used to register for the general meeting and to vote by
proxy or by correspondence are available on the company's website
(www.pantebreve.almbrand.dk). The notice, including the agenda and the complete
proposals, is also available from the company on request on tel. +45 35 47 70
14 on weekdays from 9:00 a.m. to 4:00 p.m. 

Right to ask questions
Prior to the general meeting, shareholders may ask questions in writing to the
company's management concerning matters to be considered at the general meeting
or matters of significance to the company's position in general. Shareholders
wishing to exercise their right to ask questions may send the question by
letter to Alm. Brand Pantebreve, Midtermolen 7, DK-2100 Copenhagen Ø, Denmark.
The answer may be provided in writing, including by making the answer available
on the company's website (www.pantebreve.almbrand.dk). Management may refrain
from answering a question, if the person asking the question is not represented
at the general meeting. 

Shareholders may also ask questions orally to the company's management at the
general meeting concerning the matters set forth above. 

Record date
A shareholder's right to attend and vote at the general meeting is determined
relative to the shares held by the shareholder on the record date, cf. section
84 of the Danish Companies Act and article 7.1 of the articles of association.
The record date is Tuesday, 30 November 2010. The shares held by the individual
shareholder are made up at 11:59 p.m. on the record date on the basis of
registration of the shareholder's ownership in the register of shareholders and
any notifications about ownership received by the company for entry in the
register of shareholders. 

Admission cards and voting papers
In order to attend the general meeting, shareholders must request admission
cards for themselves or their proxy and any accompanying adviser. Voting papers
will be distributed together with the admission card. 

Admission cards for the general meeting may be obtained from Computershare A/S,
Kongevejen 418, DK-2840 Holte, Denmark. To obtain a registration form, please
call the company on +45 35 47 70 14 on weekdays from 9:00 a.m. to 4:00 p.m. 

Admission cards and voting papers may be requested on or before 3 December
2010, cf. article 7.1 of the articles of association. Voting papers will be
sent or distributed at the door to shareholders entitled to attend and vote who
have obtained an admission card in due time. Voting papers are used if a
resolution at the general meeting is put to a secret ballot. 

Voting by proxy or correspondence
Shareholders who are unable to attend the general meeting may issue a proxy to
the chairman of the Board of Directors (or a substitute appointed by him) or to
another person appointed by the shareholder who will be attending the general
meeting, on condition that the shareholder has obtained an admission card in
due time. Shareholders may also vote by correspondence. 

The above-referenced registration form also entitles the holder (1) to issue an
instrument of proxy or (2) to vote by correspondence. Shareholders should note
that they may either issue an instrument of proxy or vote by correspondence,
not both. 

Shareholders who are entitled to attend and vote and who have obtained an
admission card in due time may send a written and dated instrument of proxy
nominating a proxy to the company by e-mail to abp@almbrand.dk. A shareholder
wishing to withdraw a proxy may also do so by e-mail to abp@lmbrand.dk. 

Votes cast by correspondence must be sent to Computershare A/S, Kongevejen 418,
DK-2840 Holte, Denmark. 

Signed and dated instruments of proxy must be available at the general meeting,
while votes cast by correspondence must be received by Computershare A/S on or
before Friday, 3 December 2010. 

Share capital and voting rights
The company's share capital amounts to DKK 165,000,000 nominal value divided
into shares of DKK 100 nominal value each or multiples thereof. The share
capital is divided into Class A shares with a total nominal value of DKK
20,000,000 and Class B shares with a total nominal value of DKK 145,000,000.
Class A shares carry ten votes per nominal share amount of DKK 100 and Class B
shares carry one vote per nominal share amount of DKK 100. 


All shareholders are welcome to attend the general meeting, even if they have
issued a proxy or voted by correspondence or even if they are not entitled to
vote pursuant to section 84 of the Danish Companies Act and article 7 of the
articles of association. 



Alm. Brand Pantebreve A/S
The Board of Directors