Company Announcement 5 - 2008
The OMX Copenhagen Stock Exchange
11 February 2008
Notice of Annual General Meeting of
Forstædernes Bank A/S
The Annual General Meeting of Forstædernes Bank A/S is to be held at
Bella Center, 5 Center Boulevard, 2300 Copenhagen S,
on Monday 3 March 2008 at 16.30 hrs, with the following agenda:
1. Election of the chairman of the meeting
2. The Directors' Report on the business of the preceding year.
3. Audited Annual Report including the Auditors' Report to be read and
approved, adoption of the income statement and balance sheet plus decision as
to the appropriation of profit or payment of loss in accordance with the
adopted Annual Report.
4. Motions made by the Board of Directors.
a) Authority to the Board of Directors to:
Allow the Bank - until the next Annual General Meeting - to acquire its own
shares within an aggregate nominal value of 10 % of the Bank's share capital in
all, cf. Section 48 of the Danish Companies Act.
b) Approval of general guidelines for an incentive remuneration scheme for the
Executive Board
Pursuant to Section 69 b of the Danish Companies Act, the Board of Directors of
Forstædernes Bank A/S is required to lay down a set of general guidelines for
agreements on incentive remuneration between the Bank and Board of Directors
and the Executive Board before the Bank can enter into specific agreements on
incentive remuneration with members of the Bank's Board of Directors or
Executive Board.
Members of the Bank's Board of Directors are not included in the incentive
remuneration scheme.
A proposal for a set of general guidelines for incentive remuneration for the
Executive Board will be issued as an appendix to the agenda for registered
shareholders and published on the Bank's website.
If the proposal for general guidelines is adopted at the General Meeting, the
following provision shall be included in the Bank's Articles of Association as
a new Article 17, Section 2:
“The company has prepared a set of general guidelines for incentive
remuneration for the Executive Board. These guidelines have been discussed and
adopted at the company's Annual General Meeting, and the guidelines have been
published on the company's website.”
5. Election of members for the Committee of Representatives.
6. Election of two auditors.
7. Any other business.
Admission cards shall be issued in accordance with Article 10 of the Articles
of Association, and may be ordered from the Bank's branches up to and including
27 February 2008 at 16.00 hrs.
The nominal share capital of Forstædernes Bank A/S is DKK 466,750,000. The
share capital is not divided into classes. Each share has a nominal value of
DKK 25.
Each share amount of DKK 25 carries one vote. Restrictions on voting rights
appear from the company's Articles of Association. The company's Articles of
Association are available on www.forbank.dk/vedtaegter.
Votes can be cast by proxy by a proxy holder who does not have to be a
shareholder. Proxy forms are available on the company's website:
www.forbank.dk/generalforsamling
Copenhagen, 11 February 2008
The Board of Directors
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Appendix 1: Members for the Committee of Representatives, proposed by the Board
of Directors:
Re: item 5 of the Agenda, Election of members for the Committee of
Representatives, the Board of Directors recommends:
Managing director Helge Andersen
Consultant Allan Breuning
Managing director Henrik Wessel Funke Hansen *
Managing director Steen Gerhardt Hansen *
Haulier Anker Meyer Jensen
Physiotherapist Rim El Sammaa-Aru *
Plumber Carsten Sejling
Managing director Lars Thomassen *
State-authorized estate agent Mariann Trolledahl
Managing director Søren Tscherning *
Restaurant keeper Leif Skovby Andersen
*) New election
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Contact:
Registration for the General Meeting:
The Service Centre, tel. +45 70 80 70 20
Contact person:
Steffen Torvits, Investor Relations and Communication Manager, tel. +45 22 22
20 36
This announcement has been issued both in Danish and English. In case of any
discrepancies, the Danish version shall prevail.
