To the shareholders
27 February 2009
Ordinary General Meeting 10 March 2009
Notice is hereby given that the Annual General Meeting of FIH Erhvervsbank A/S,
CVR-No. 17029312, will be held on
Tuesday 10 March 2009 at 15:30
at the Company's registered office, Langelinie Allé 43, 2100 Copenhagen OE,
for the following purposes:
1. Submission of the report of the Board of Directors on the
activities of the company over the past year
2. Submission of the annual accounts for approval
3. Submission of the consolidated accounts
4. The motion to discharge the Board of Directors and the Board
of Management
5. Proposal for distribution of profits
6. The proposal of the Board of Directors that it will be authorized to let the
company acquire up to 10 per cent of its own shares at the market price ruling
at time of acquisition subject to a deviation of up to 10 per cent in the
period until May 31, 2010
7. Proposal from the Board of Directors to delete section 4 and 12(2)
8. Election of members to the Board of Directors
9. Election of two State Authorized Public Accountants as auditors
10.Proposals that may arise from the Board of Directors or shareholders.
Re Point 6
The suggested authorisation shall only be used for acquisition of shares to
meet the obligations of FIH Erhvervsbank in connection with the employee share
scheme established in 2005. The scheme comprises 25,883 shares held in trust up
to and including May 2010.
Re Point 7
We suggest removal of section 4 and section 12(2) of the Articles of
Association, concerning interest-free contribution by the Minister for Trade
and Industry in accordance with Consolidation Act no. 103 of 28 February 1986
on contribution by the state to Finance for Danish Industry A/S. The
subordi-nate loan was ultimately repaid in 2007.
As a consequence hereof, the Minister for Economic Affairs does no longer
appoint an extraordinary board member to the Board of Directors of FIH
Erhvervsbank, cf. section 12(2), and thus this section will also be removed.
Re Point 8
The members of the Board of Directors elected by the Company in General Meeting
are elected for one year at a time. The Board of Directors proposes re-election
of the following Members of the Board of Directors elected by the Company
General Meeting:
Hans Skov Christensen, Managing Director, DI
Guðni Aðalsteinsson, Kaupthing Resolution Committee
Ragnar Árnason, Professor, Department of Economics,
University of Iceland
Hans Ejvind Hansen, Managing Director
Svend-Aage Nielsen, Chairman of the Board of Directors of
Nielsen & Nielsen Holding A/S
Jørgen Vorsholt, Chairman of the Danish Employers' Confederation
Re point 9
The Board of Directors proposes re-election of Deloitte Revisionsaktieselskab
and Grant Thornton Revisionsaktieselskab.
The agenda of the General Meeting and the annual accounts for 2008 together
with the consolidated accounts, the auditors' report and the annual report will
be available for inspection at the company's office not later than 8 days
before the General Meeting and will at the same time be sent to all
registered shareholders.
Admission cards and ballot papers can be obtained up to and including 5 March
2009 against submission or delivery of the enclosed form to the company or
against presentation of appropriate documentation at the company's office (all
business days between 10am and 4pm).
Please find enclosed a copy of our Annual Accounts 2008.
On behalf of the Board of Directors
Yours sincerely
Hans Skov Christensen
Chairman
Distributed on 27 February 2009 at 15:00pm - contact Kirsten Madsen tel. +45
72225004
