Nasdaq OMX Nordic Stock exchange Copenhagen and
Nasdaq OMX Nordic Stock exchange Iceland
Announcement 8/2009
Annual General Meeting - P/F Føroya Banki
Notice to convene Annual General Meeting for P/F Føroya Banki on Monday 30
March 2009 at 5 p.m. at Hotel Føroyar in Tórshavn, Faroe Islands.
Order of admission cards and voting ballots
Admission cards and voting ballots are to be ordered through the Bank's website
www.foroya.fo or by calling the Head Office on (+298) 330 330. The deadline for
ordering of admission cards and voting ballots is Wednesday 25 March 2009 at 4
p.m.
In the case of a shareholder being unable to attend the General Meeting there
is the possibility of voting by proxy. For this purpose, letters of credence
are available to download on the Bank's website www.foroya.fo or by request at
the Bank's Head Office at Húsagøta 3 in Tórshavn. It is possible for
shareholders to submit proxy to the Bank's Board of Directors to vote on the
shareholder's behalf.
When ordering admission card and voting ballots, shareholders must prove their
shareholding. Regarding shareholders whose shares are not registered by
name,admission cards and voting ballots are supplied on presentation of a, not
older than 5 days, transcript from Værdipapircentralen A/S or the
account-holding institution (custodian institution) as documentation of the
shareholding.Together with the transcript a confirmation must be given in
writing, stating that the shares have not and will not be transferred to others
before the General Meeting has been held.
Agenda
1. The Directors' report on the Bank's activities in the past year.
2. Submission of audited annual accounts for adoption and annual report.
3. Decision on distribution of profit in accordance with the adopted annual
accounts.
As announced the Bank participates in bank package I. This implies that the
bank, according to section 16 c, no. 1 of the financial stability Act, is
prohibited from paying out dividends.
Nevertheless, the Bank can pay out dividends from 1 October 2010, conditional
on that the dividend is paid from the Bank's profit for that year.
4. Election of members to the Board of Directors
The members of the board of directors shall be elected by the general meeting,
except those members who are elected pursuant to the statutory provisions on
employee representation on the board of directors.
According to the Articles of Association, Article 10, paragraph 2, the General
Meeting elects 4 to 6 Board members that are members of the Board until the
next Annual General Meeting.
The current 4 Board members, previously elected by the General Meeting, are up
for election.
The Board of Directors recommends that the annual general meeting votes for
re-election of the current 4 Board members.
5. Election of auditor/auditors
In accordance to Article 14, paragraph 1 in the Bank's Articles of
Associations, the Bank's current auditors will retire, and the general meeting
shall elect one or various auditors for one year.
The Board of Directors recommends that the annual general meeting votes for
election of either
a)Rasmussen & Weihe, Løggilt grannskoðanarfelag P/F together with
Pricewaterhouse-Coopers
b)SPEKT Sp/f statsautoriseraðir revisorar together with KPMG Denmark.
6. Proposal from the Board of Directors to authorise the Board of Directors of
the Bank to permit the Bank to acquire own shares.
“The General Meeting authorises the Board of Directors - until the next Annual
General Meeting - to permit the Bank - by way of ownership or pledge - to
acquire own shares up to a total nominal value corresponding to 10% of the
Bank's share capital in accordance with Article 48 in the Companies Act. When
the Bank acquires own shares by way of ownership, the share price shall not
deviate from the market price by more than 10%.
7. Other.
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Annual Accounts 2008 and agenda containing all proposals
Audited annual accounts for 2008 and annual report and agenda containing all
proposals will be made available at the Bank's Head Office in Húsagøta 3 in
Tórshavn no later than 8 days prior to the General Meeting.
Share capital, voting rights and account-holding financial institution
The Bank's share capital totals DKK 200m distributed in shares worth DKK 20.
The Bank's Articles of Associations contains these regulations on voting
rights:
8.2 All shareholders having requested an admission card and a ballot paper no
later than 5 days before the date of any general meeting are entitled to vote
at the meeting.
8.3 Each share shall carry one vote. However, no shareholder may, neither in
respect of his own shares nor when acting as proxy for other shareholders, cast
votes representing more than 10% of the total share capital, regardless of the
shareholding. Proxy votes given to the board of directors shall be subject to
no restrictions. Shareholders in the same group, as defined by applicable
law,shall not cast votes representing more than 10% in aggregate of the total
share capital, regardless of the shareholding.
8.4 All shareholders are entitled to attend general meetings in
person,accompanied by an advisor, or by proxy, who may vote on their behalf,
subject to presentation of a written and dated instrument of proxy issued for a
maximum period of one year.
9.2 All business transacted at general meetings shall be decided by a simple
majority of votes, unless a qualified majority is required by the Companies Act
or by these Articles of Association.
Any resolution to amend these Articles of Association or to wind up the Bank by
voluntary liquidation or to adopt a merger shall be subject to no less than 2/3
of the share capital being represented at the general meeting and the proposed
resolution being adopted by 2/3 of the votes cast and of the voting share
capital represented at the general meeting.
9.3 Any proposal to amend or waive the quorum requirement in Article 9.2
submitted by the Financial Fund of 1992 may be adopted by 2/3 of both the votes
cast and of share capital represented at the general meeting. The restrictions
in Article 8.3 and Article 9.2 on voting and proxy shall not apply in this
case.
P/F Føroya Banki has entered into a coordinative agreement with
Værdipapircentralen A/S. The Bank's shareholders may choose P/F Føroya Banki as
the account-holding institution in regards to executing the financial rights
through P/F Føroya Banki.
P/F Føroya Banki
Board of Directors
Further information:
Janus Petersen, CEO, Telephone (+298) 330 330
www.foroya.fo
