THE ANNUAL GENERAL MEETING OF VESTJYSK BANK A/S
will be held on Thursday, 6 March at 3:30 p.m. in Lemvig Idræts- og Kulturcenter
(Sports and Cultural Centre), Christinelystvej 8, DK-7620 Lemvig.
Agenda in accordance with Article 8:
The Board of Directors' oral presentation of the Bank's activities during the
year under review.
Presentation of the audited Annual Report for approval.
Resolution on the allocation of profit or the meeting of losses contained in the
approved Annual Report.
Election of members to the Board of Representatives.
Choice of auditor(s).
Proposals, if any, from the Board of Directors or shareholders.
The Board of Directors has put forward the following proposals:
6.1 Amendments to the Articles of Association:
a) Register of shareholders
The following is to be inserted as a new point after Article 5(1), 1st full
stop in the Articles of Association:
"The company's register of shareholders will be kept by VP Services A/S,
Helgeshøj Allé 61, 2630 Taastrup, who have been chosen as registrar on the
company's behalf."
Hereafter, the wording of Article 5(1) will be as follows:
"The shares shall be registered in the name of the holder and shall be
registered in the Bank's register of shares. The company's register of
shareholders will be kept by VP Services A/S, Helgeshøj Allé 61, 2630 Taastrup,
who have been chosen as registrar on the company's behalf. The shares shall be
registered at Værdipapircentralen A/S (VP Securities Services) in Denmark."
b) Admittance cards
In Article 9(1) "3 business days" shall be changed to "5 calendar days".
Subsequently, the clause will have the following wording:
"Each shareholder is entitled to attend the general meeting having obtained an
admittance card not later than 5 calendar days before such meeting."
c) Shares
Article 9(2) is to be changed to
"Each share of DKK 10 shall carry 1 vote."
d) Voting right
Article 9(2), 2nd full stop is to be changed to
"No one may, through the total of their own votes or through power of attorney
granted to others apart from the Board of Directors, vote for more than 3% of
the share capital."
e) The Board of Representatives
In Article 10(2) "56" shall be changed to "30". Subsequently, the clause will
have the following wording:
"The size of the Board of Representatives shall be determined by the general
meeting upon recommendation of the Board of Directors. However, the number of
members of the Board of Representatives cannot exceed 30."
f) The Board of Directors
Article 11(7), 3rd full stop shall be changed to
"In the event of a parity of votes, the Chairman, or in his absence, the Vice
Chairman, shall have the casting vote."
6.2 Authorisation of the Board of Directors to allow the company to acquire own
shares up to a nominal value of 10% of the share capital prior to the next
annual general meeting. The purchase price of the shares concerned may not
deviate more than 10% from the listed price on OMX Nordic Exchange Copenhagen.
The listed price on OMX Nordic Exchange Copenhagen refers to the closing price
of all transactions at 5 p.m.
6.3 The Chairman of the general meeting is authorized to make such changes and
additions to the matters resolved upon at the general meeting and to notify the
Danish Commerce and Companies Agency as may be required by the Danish Commerce
and Companies Agency in connection with the registration of matters resolved
upon.
The adoption of Article 6(1) requires that these proposals are approved by at
least 2/3 of the votes cast as well as 2/3 of the voting share capital
represented at the general meeting, cf. Article 9(9) of the Articles of
Association.
Share capital and voting right
The company's share capital amounts nominally to DKK 86,000,000 distributed on
shares of DKK 10 or multiples thereof, cf. Article 4(1) of the Articles of
Association. The share capital is not sub-divided into classes.
The Articles of Association stipulate the following with regard to voting rights
in the company:
9.2 Each commenced share amount of DKK 500 shall carry 1 vote. No shareholder
shall be entitled, by him/herself or by proxy, to vote on behalf of more than 3%
of the share capital.
9.4 Shareholders who have had their shares registered in the register of shares
shall be entitled to vote at the general meeting.
9.5 Shareholders who have acquired shares by transfer shall not be entitled to
exercise their voting right in respect of the relevant shares at a general
meeting that has been convened unless the shares have been registered in the
register of shares or the shareholder has given notification of and documented
his acquisition.
Agenda
The agenda of the general meeting, the Board of Directors' complete proposals
and the audited Annual Report will be available for examination at all branches
of the bank from Tuesday 26 February 2008 and will be sent to all shareholders
who so request.
Admission cards and power of attorney
In accordance with Article 9(1) of the Articles of Association, shareholders who
wish to attend the general meeting must be in possession of an admission card.
Admission cards including voting slips for the general meeting will be issued
from 21 February to 3 March, inclusive of both dates, at 4:00 p.m. upon request
at the bank's branches or via www.vestjyskbank.dk.
Power of attorney forms are available at www.vestjyskbank.dk and also upon
request at any branch of the bank.
Those shareholders whose shares are not registered in their name will be issued
admission cards with voting slips upon production of a no more than 5-day-old
transcription from Værdipapircentralen A/S (VP Securities Services) or from the
bank where the shares are deposited to document possession of shares. The
transcription must be accompanied by a written declaration that the shares have
not been transferred, nor will they be transferred to a third party prior to the
holding of the general meeting.
Lemvig, 20 February 2008
On behalf of the Board of Directors
Anders Bech
Chairman
