Notice convening the Annual General Meeting
Pursuant to Article 10 of the Articles of Association, shareholders are hereby
invited to attend the Annual General Meeting of Spar Nord Bank A/S on
Wednesday, 28 April 2010 at 4 p.m. at the address, Aalborghallen, Aalborg
Kongres & Kultur Center, Europaplads 4, DK-9000 Aalborg.
Agenda
1.Election of the Chairman of the Meeting.
2.The Supervisory Board's report regarding the Company's activities during the
past year.
3.The presentation of the audited financial statements and the consolidated
financial statements, together with a resolution for their adoption.
4.A resolution regarding the application of the profits or the covering of any
loss according to the financial statements as adopted.
5.A resolution to authorize the Supervisory Board to buy treasury shares.
With reference to section 198 of the Danish Companies Act, the Supervisory
Board recommends that the Supervisory Board be authorized to permit the
Company, in the period until the next Annual General Meeting, to acquire
treasury shares having a nominal value of up to 10% of the share capital at the
market price prevailing at the time of acquisition, subject to a deviation of
max. 10%.
6.Election of members of the Supervisory Board; see Article 16(1).
7.Election of an auditor.
8.Proposals moved by the Supervisory Board or shareholders:
As a result of the introduction of the new Danish Companies Act, the
Supervisory Board proposes the following amendments to the Articles of
Association:
A.Article 2(2) is proposed to be amended to read as follows:
The shares are issued to named holders and may, upon the appropriate
shareholder's request, be inscribed as such in the inscription system kept by
VP Securities A/S and in the Company's Register of Shareholders.
The shares cannot be transferred to bearer. The shares shall be negotiable
instruments. The acquirer of a share cannot exercise rights embodied in the
share certificate unless it has been recorded in the name of the person in
question in the Register of Shareholders, or unless the acquirer has given
substantiated notification in writing to the Company of his acquisition. But
this provision shall affect neither the right to dividend and other
disbursements nor the right to new shares in the event of an increase of the
share capital.
B.Article 9 is proposed to be amended to read as follows:
A shareholder who owns at least 20,000 shares (a major shareholder) on the
cut-off date one week before the General Meeting shall be entitled to exercise
his voting rights at the General Meeting.
C.Article 10(2), (3), (4), (5), (6), (7) and (8) are proposed to be amended to
read as follows:
(2).
General Meetings shall be convened by the Supervisory Board sending written
notice to the members of the Bank Committees and the shareholders recorded in
the Register of Shareholders who have so requested. In addition, the convening
notice shall be announced on the Company's website.
(3).
General Meetings shall be convened no sooner than five weeks nor later than
three weeks before the General Meeting, and the convening notice shall contain
the agenda of the Meeting. If any proposals are to be considered, the adoption
of which is subject to a qualified majority, the essentials of such proposal
shall moreover be stated in the convening notice.
In the event that statutory provisions so require, the convening notice shall
contain the complete text of the proposal and be sent to each shareholder of
record.
(4).
The right of shareholders to exercise their voting rights at a General Meeting
shall be exercised through delegates. But this shall not apply to the
shareholders referred to in Article 9(1).
(5).
Against presentation of an admission card, any shareholder who has been
recorded as of the cut-off date one week before the General Meeting or as of
that date has requested that his shares be registered in the Register of
Shareholders shall be entitled to attend a General Meeting - either in person
or represented by a proxy - and to address the Meeting.
(6).
Admission cards are available on request by shareholders comprised by Article
10(5) at the Company's offices or at any other place specified in the convening
notice until three days before the General Meeting.
(7).
The instrument of proxy shall be dated and shall be produced upon obtaining an
admission card.
Instruments of proxy issued to the Company's Supervisory Board shall be in
writing and dated not more than 12 months before the relevant General Meeting,
and may only be issued for one specific General Meeting.
(8).
No later than three weeks before the General Meeting, the following information
shall be available at the Company's website, www.sparnord.dk:
1.The convening notice
2.The total number of shares and voting rights as of the date of convening the
General Meeting
3.The documents to be produced at the General Meeting, including the audited
annual report
4.The agenda and the complete proposals
5.Forms to be used for voting by proxy and by letter.
D.Article 11 is proposed to be amended to read as follows:
Extraordinary General Meetings shall be held whenever the holding of such a
meeting is requested by either the shareholders in General Meeting, by the
Supervisory Board or by any one of the auditors. An Extraordinary General
Meeting shall also be held for the purpose of transacting specified business
when shareholders representing in the aggregate not less than 5% of the
Company's total share capital request the holding of such a meeting. Such an
Extraordinary General Meeting shall be convened no later than two weeks after
the receipt of the appropriate request.
E.Article 12(3) is proposed to be amended to read as follows:
Any shareholder shall be entitled to have specific business transacted at the
Annual General Meeting if he submits a requisition in writing to the
Supervisory Board no later than six weeks before the Annual General Meeting in
the year in question.
F.Article 13(2) is proposed to be amended to read as follows:
Minutes shall be taken of the proceedings and the decisions made at the General
Meeting, such minutes to be signed by the Chairman of the Meeting.
No later than two weeks after the General Meeting, a transcript of the minutes
of the General Meeting and of the voting results shall be available at the
Company's website, www.sparnord.dk.
G.Article 14(3) is proposed to be amended to read as follows:
Ballot cards with printed information about the number of votes available to
the relevant shareholder shall be used in the election of members to the
Supervisory Board. The number of candidates desired to be elected shall be
entered on the ballot cards. A ballot card is valid if it does not contain the
names of more candidates than the number to be elected at the relevant General
Meeting.
H.Article 15(1), (2), (3), (4), (5) and (6) are proposed to be amended to read
as follows:
(1).
Delegates who are also members of the Bank Committee represent the share
capital that has been registered as belonging to the relevant shareholder
region as of the cut-off date one week before the relevant General Meeting.
Each delegate represents equal fractions of the share capital, calculated based
on the number of delegates immediately prior to the General Meeting.
(2).
A major shareholder, see Article 9(1), represents the share capital that has
been registered as of the cut-off date one week before the General Meeting, or
regarding which a request for registration has been made as of the same date.
(3).
In order to be entitled to vote at the General Meeting, a delegate or the major
shareholder shall have requested an admission card no later than three days
before a General Meeting.
(4).
Voting may be made by proxy.
(5).
A delegate may only issue a proxy to another Bank Committee member from the
same region. The instrument of proxy, which shall be dated, is only valid for
one General Meeting. No Bank Committee member can represent more than two
delegates by proxy.
(6).
It is possible to vote electronically or by letter prior to the General
Meeting. The ballot card to be used for this purpose can be downloaded from the
Company's website.
Proposals moved by the Supervisory Board regarding general amendments to the
Articles of Association:
I.A new clause (4) is proposed to be added to Article 1:
The Company's Register of Shareholders shall be kept by Computershare A/S, CVR
no. 27088899.
J.Article 8(1) and (2) are proposed to be amended to read as follows:
(1).
Shareholders in each shareholder region shall be convened for a Shareholders'
Meeting to be held before 1 April and no later than three weeks before the
Annual General Meeting of the Company. The Shareholders' Meeting can be held
over a period of several days.
Common Shareholders' Meetings may be held for several shareholder regions.
(2).
Shareholders' Meetings shall be convened with not less than 14 days' notice by
an advertisement inserted in one or more of the newspapers published in the
region and by notifying the shareholders entitled to vote; see clause (4).
Meetings may be convened electronically according to more specific agreement
with the shareholder.
The Supervisory Board may resolve that shareholders must obtain admission cards
in order to attend the Shareholders' Meetings.
K.Proposal regarding editorial changes to the Articles of Association as stated
in the appendix to the proposal.
L.The Chairman of the Meeting shall be authorized to make the appropriate
changes to the numbering of the provisions in the Articles of Association as a
result of the amendments to the Articles of Association to be adopted at the
General Meeting. In addition, the Chairman of the Meeting shall be authorized
to make such changes in and additions to the resolutions adopted at the General
Meeting and in the data to be registered with the Danish Commerce and Companies
Agency that the Agency might require in connection with the registration of the
resolutions adopted.
9.Any other business.
The proposals stated in items 8 A-H are to be adopted as a result of the entry
into force of the new Danish Companies Act, and the proposals shall be deemed
adopted if only one shareholder votes in favour of the proposal. The other
proposals for amendments to the Articles of Association may only be adopted if
two thirds of the votes cast as well as of the share capital represented at the
General Meeting vote in favour of the proposals.
The agenda and the complete wording of the proposals intended to be submitted
at the Extraordinary General Meeting will be available for inspection by the
shareholders at the Company's address and at www.sparnord.dk as from 6 April
2010.
The following material will be available at www.sparnord.dk as from 6 April
2010:
-The convening notice
-The total number of shares and voting rights as of the date of convening the
General Meeting
-The documents to be submitted at the General Meeting, including the Annual
Report
-The agenda and the complete proposals
Any shareholder who has ordered an admission card by Friday, 23 April, may
attend the Annual General Meeting. Admission cards are obtainable upon
application at the Company's address, Skelagervej 15, 9000 Aalborg. You may
also request them by calling us at +45 9634 4014 (the Management Secretariat).
A proxy form may be downloaded from www.sparnord.dk and must be produced by the
shareholder at the latest when obtaining an admission card, or be forwarded to
the Company's address (the Management Secretariat), or be forwarded by e-mail
to ljr@sparnord.dk or vpe@sparnord.dk.
Spar Nord Bank's share capital amounts to DKK 570,688,100, divided into shares
in the denomination of DKK 10.
The provisions of the Articles of Association regarding voting rights are as
follows:
Article 10(4). The right of shareholders to exercise their voting rights at a
General Meeting shall be exercised through the delegates.
Article 15(1). Delegates who are also members of the Bank Committee represent
the share capital that has been registered as belonging to the relevant
shareholder region on the day when the relevant General Meeting is held. Each
delegate represents equal fractions of the share capital, calculated based on
the number of delegates immediately prior to the General Meeting.
Article 15(2). A delegate who has been appointed by a major shareholder
pursuant to Article 9(1) represents the share capital that has been registered,
or regarding which a request for registration has been made, as belonging to
the relevant major shareholder as of the day when the relevant General Meeting
is held.
Article 15(3). In order to be admitted to the General Meeting and be entitled
to vote, a delegate shall have requested an admission card no later than five
days before a General Meeting.
Spar Nord Bank's shareholders may exercise their financial rights through Spar
Nord Bank A/S.
Sincerely yours,
Spar Nord Bank A/S
Torben Fristrup
Chairman of the Supervisory Board
