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| 22 October 2008 |
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| NASDAQ OMX Copenhagen A/S | |
| Nikolaj Plads 6 | |
| DK-1007 Copenhagen K | |
| Denmark | |
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Company announcement no. 26/2008
Notice to convene an extraordinary general meeting
In reference to article 4 of the articles of association, the Supervisory Board
of Lokalbanken i Nordsjælland a/s, company registration (CVR) no. 59173812,
hereby calls an extraordinary general meeting to be held on
Monday, 10 November 2008 at 6.00 pm
The general meeting will be held at
Lokalbanken, Slotsgade 36, DK-3400 Hillerød, Denmark
The agenda of the general meeting is set out below. The Supervisory Board has
voted unanimously to submit the proposals, which have also been approved
unanimously by the Committee of Shareholders, cf. articles 6 and 11 of the
articles of association.
Proposals to amend the articles of association
The Supervisory Board proposes to repeal articles 10, 11 and 12 concerning the
Committee of Shareholders. At the same time, the Supervisory Board proposes to
repeal article 6 (4), (5) and (6) concerning the role of the Committee of
Shareholders with respect to amendments to the articles of association. Finally,
the Supervisory Board proposes to delete references to the Committee of
Shareholders in the articles of association in articles 4, 6 (1), 13, 15 and 20
to the effect that the management of the bank will henceforth consist of the
Supervisory Board and the Executive Board. Also, the Supervisory Board proposes
to delete the section on the management of the bank in article 3a.
In addition, the Supervisory Board proposes to amend article 13 to the effect
that the Supervisory Board (exclusive of employee representatives) is enlarged
to consist of up to ten members elected by the shareholders at the general
meeting for terms of one year. Board members are eligible for re-election.
Furthermore, the Supervisory Board proposes to amend article 4 to the effect
that board members, including the chairman and deputy chairman, will henceforth
be elected at the annual general meeting. As a result of this amendment, it is
proposed to delete the provisions in article 13 concerning the election of a
chairman and deputy chairman. The Supervisory Board proposes to amend article 14
concerning the quorum requirement to the effect that the Supervisory Board forms
a quorum if at least half of its members, including the chairman or in his
absence the deputy chairman, are present.
Furthermore, the Supervisory Board proposes to amend articles 5 and 6 to the
effect that general meetings are convened by the Supervisory Board by
advertisement in a daily newspaper designated by the Supervisory Board, that
general meetings are convened by giving not less than eight days' and not more
than four weeks' notice and that general meetings are presided over by a
chairman elected by the Supervisory Board. Moreover, the Supervisory Board
proposes to delete the deadlines for holding the annual general meeting set out
in article 4.
Finally, the Supervisory Board proposes to delete the last paragraph of article
18 as this provision is superfluous because there is a requirement for only one
auditor and one alternate.
Election of board members
In connection with the voluntary tender offer submitted by Svenska Handelsbanken
AB (publ) (“Handelsbanken”) on 15 September 2008 to the shareholders of
Lokalbanken, which was completed on 15 October 2008, Handelsbanken intends, as
described in the offer document, to elect Håkan Sandberg, Jens Iversen, Steen
Hove, Frank Vang-Jensen and Eskild Thygesen as new members of the Supervisory
Board of Lokalbanken and to elect Håkan Sandberg as the new chairman of the
Supervisory Board of Lokalbanken.
Accordingly, the Supervisory Board proposes to elect Håkan Sandberg, Jens
Iversen, Steen Hove, Frank Vang-Jensen and Eskild Thygesen as new members of the
bank's Supervisory Board and to elect Håkan Sandberg as the new chairman and
Frank Vang-Jensen as the new deputy chairman of the Supervisory Board. The
existing board members, Erik Michael Uttenthal, Knud Helmuth Nielsen, Steen
Thomsen and Lone Marianne Mørch will remain on the board to the effect that the
Supervisory Board of the bank will henceforth consist of Håkan Sandberg, Jens
Iversen, Steen Hove, Frank Vang-Jensen, Eskild Thygesen, Erik Michael Uttenthal,
Knud Helmuth Nielsen, Steen Thomsen and Lone Marianne Mørch. Moreover, Steen
Brodersen and Dan-Gøsta Larsen continue as employee representatives on the
Supervisory Board of Lokalbanken.
Appointment of new auditor
The Supervisory Board proposes to appoint KPMG as the new auditor.
Passing of a resolution giving authority to the chairman of the general meeting
The Supervisory Board proposes to authorise the chairman of the general meeting
to make such changes to the resolutions adopted by the shareholders at the
general meeting as may be required by the Danish Financial Supervisory
Authority, the Danish Commerce and Companies Agency or the NASDAQ OMX Copenhagen
to ensure approval and registration of the resolutions passed.
Any other business
As the amendment proposals set out in item 1 have been approved by the Committee
of Shareholders by a majority of more than four-fifths of the votes cast, the
proposals to amend the articles of association may, pursuant to article 6 (4) of
the articles of association, be finally approved at a single general meeting by
a two-thirds majority of the votes cast and by a two-thirds majority of the
voting share capital represented at the general meeting, regardless of the share
capital represented at the general meeting.
Lokalbanken's share capital amounts to a nominal value of DKK 54,000,000. Each
share carries one vote, provided it is registered by name in the bank's register
of shareholders or the shareholder has applied for registration of and
substantiated his title to such share, cf. article 7 of the articles of
association.
In order to vote shares acquired by transfer, a shareholder shall cause his
shares to be registered in the register of shareholders not later than on the
day before a general meeting is convened or within the same timeframe notify and
substantiate his title to such shares.
Not later than eight days before the general meeting, the agenda and the
complete proposals will be made available for inspection by the shareholders at
the company's offices at Slotsgade 36, DK-3400 Hillerød, Denmark.
Shareholders who have obtained an admission card not later than at 4.00 pm on
Wednesday, 5 November 2008 will be eligible to attend the general meeting.
Shareholders may obtain admission cards from Lokalbanken by calling +45 4840
3000.
Proxy forms for voting may be obtained from Lokalbanken by calling +45 4840 3000
or can be printed out from www.lokalbanken.dk. Proxy forms must be received by
Lokalbanken within the deadline for obtaining admission cards.
Hillerød, 22 October 2008
The Supervisory Board
