The Danish Financial Supervisory Authority
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Oslo Børs
29 March 2012
vestjyskBANK’s general meeting held on 29 March 2012
The general meeting approved the review and the Annual Report as well as the Supervisory Board’s proposal to cover losses in accordance with the Annual Report adopted.
The proposal to approve the revised Pay Policy for the management etc. was also approved.
The proposal to approve that remuneration for the current financial year to members of the Supervisory Board remains unchanged was approved. Thus, ordinary members of the Supervisory Board are paid DKK 150,000, the chairman DKK 300,000, the vice chairman DKK 250,000, and the chairman of the Audit Committee a supplement of DKK 50,000.
The election period for the board members Anders Bech, Bjørn Albinus and Kirsten Lundgaard-Karlshøj expired at the general meeting. The Supervisory Board's proposal to re-elect these three members was approved.
PricewaterhouseCoopers, Statsautoriseret Revisionspartnerselskab, was re-elected as company auditor.
The Supervisory Board's proposal to carry through a merger between Vestjysk Bank A/S and Aarhus Lokalbank Aktieselskab in compliance with the merger plan of 28 February 2012 was adopted. According to the proposal, the merger will entail that:
- the Bank’s share capital is increased by DKK 39,664,440 to DKK to 306,444,390 based on the net assets injected into the non-surviving bank, Aarhus Lokalbank. The new shares are issued as payment to the shareholders of Aarhus Lokalbank;
- the names Aarhus Lokalbank Aktieselskab, Aarhus Lokalbank A/S, Aros Bank Aktieselskab, Byens Bank Aktieselskab, Hadsten Bank Aktieselskab, Jyllands Bank Aktieselskab and Langå Bank A/S will be registered in article 1.2 of the Articles of Association as secondary names;
- Vestjysk Bank A/S becomes a party to Aarhus Lokalbank Aktieselskab’s agreement concerning the raising of state-funded capital injections. Hence, articles 3B.1-16 are introduced as new articles to the Articles of Association, and the underlying agreement is included as new appendices 3-5 to the Articles of Association.
Vestjysk Bank A/S will enter an agreement in connection with the transfer of the state-funded capital injection with the Danish State represented by the Danish Ministry of Business and Growth concerning amendments to and specification of the agreements concerning the state-funded capital injection that is approved and introduced as article 3B.O and appendix 6 to the Articles of Association.
The maximum capital increase allowable in Vestjysk Bank A/S by conversion of the state-funded capital injection obtained by Aarhus Lokalbank Aktieselskab amounts to DKK 35,550,000, nominal value, plus any conversion of accrued, non-paid coupon;
- Carsten Andersen be elected as new member to the Supervisory Board.
The completion of the merger between Aarhus Lokalbank Aktieselskab and Vestjysk Bank A/S is now only conditional upon approval of the merger by the Danish Financial Supervisory Authority and submission of the merger for registration with the Danish Business Authority no later than on 28 February 2013. Vestjysk Bank will publish a company announcement, when the Danish Financial Supervisory Authority has approved the merger, expectedly on 30 March 2012. The company announcement will include details about the timetable for exchange of shares as a consequence of the merger.
The Supervisory Board's proposals for other amendments to the Articles of Association were adopted:
- The introduction of a new fixed item on the agenda, i.e. “Approval of remuneration to the Supervisory Board for the current financial year”, as article 7.1 of the Articles of Association.
- The introduction of a qualified right for the Danish Financial Stability Company to appoint two members to the Supervisory Board and to approve the chairman of the Supervisory Board in articles 9.1 and 9.2 of the Articles of Association.
- Change of the retirement age for members of the Supervisory Board from 67 to 70 years in article 9.3 of the Articles of Association.
- Replacement of the authorisation granted in article 9.10 with authorisations in articles 9.10-9.12 to the Supervisory Board to increase until 29 March 2017 the Bank’s share capital by up to DKK 320,000,000 at fair price without pre-emption right to the Bank’s shareholders and by up to DKK 320,000,000 at par at a minimum with pre-emption right to the Bank's shareholders. The authorisations may at a maximum be exercised for the issue of shares against a contribution of a total of DKK 320,000, including share premium.
- Deletion of the secondary names NV Finans A/S, VB-Finans A/S, Vestjysk Bolig A/S, Vestjysk Finans A/S and Vestjysk Leasing A/S from article 1.2 of the Articles of Association.
The general meeting granted an authorisation to the Supervisory Board, effective until 29 March 2017, to acquire the Bank's own shares at a nominal value of up to 10% of the share capital.
The general meeting authorised the chairman of the meeting to register the resolutions adopted with the Danish Business Authority.
vestjyskBANK
Frank Kristensen
Chief Executive Officer
fk@vestjyskbank.dk
Vestjysk Bank A/S
Torvet 4-5
DK-7620 Lemvig
Denmark
Phone +45 96 63 20 00
CVR no. 34631328
www.vestjyskbank.dk
