Føroya Banki P/F - Notice to convene extr.general meeting

Extraordinary General Meeting for P/F Føroya Banki on Friday 21 August

Announcement 18/2009

Extraordinary General Meeting - P/F Føroya Banki

Notice to convene Extraordinary General Meeting for P/F Føroya Banki on Friday
21 August 2009 at 5 p.m. at Hotel Føroyar in Tórshavn. 

Order of admission cards and voting ballots

Admission cards and voting ballots are to be ordered through the Bank's website
www.foroya.fo or by calling the Head Office on (+298) 330 330. The deadline for
ordering of admission cards and voting ballots is Monday 17 August 2009 at 4
p.m. 

In the case of a shareholder being unable to attend the General Meeting there
is the possibility of voting by proxy. For this purpose, letters of credence
are available to download on the Bank's website www.foroya.fo or by request at
the Bank's Head Office at Húsagøta 3 in Tórshavn. It is possible for
shareholders to submit proxy to the Bank's Board of Directors to vote on the
shareholder's behalf. 

When ordering admission card and voting ballots, shareholders must prove their
shareholding. Regarding shareholders whose shares are not registered by name,
admission cards and voting ballots are supplied on presentation of a, not older
than 5 days, transcript from Værdipapircentralen A/S or the accountholding
institution (custodian institution) as documentation of the shareholding.
Together with the transcript a confirmation must be given in writing, stating
that the shares have not and will not be transferred to others before the
General Meeting has been held. 


Agenda

1.	Proposal from the Board of Directors to authorise the Board of Directors of
the Company to obtain hybrid tier 1 capital according to the Act on
governmental capital infusion into credit institutions. >>According to section 43 in the Companies Act the general meeting authorises
the Board of Directors of the Bank to - in one or several sections - to obtain
a secured loan with a right to interest yield, where the interest is linked to
the dividend of the Bank's shares or to the Bank's profit (hybrid tier 1
capital), depended on that the Bank's total hybrid tier 1 capital does not
exceed 35 pct. of the Bank's core capital. This authorisation is valid until
the Bank's next annual general meeting.<<


2.	Election of members to the Board of Directors

The members of the board of directors shall be elected by the general meeting,
except those members who are elected pursuant to the statutory provisions on
employee representation on the board of directors. 

According to the Articles of Association, Article 10, paragraph 2, the General
Meeting elects 4 to 6 Board members that are members of the Board until the
next Annual General Meeting. 

The current 4 Board members, previously elected by the General Meeting, are up
for election. 

The Board of Directors recommends that the general meeting votes for reelection
of the current 4 Board members. 


3.	Other.
----------- 0 -----------

Agenda containing all proposals

Agenda containing all proposals will be made available at the Bank's Head
office in Húsagøta 3 in Tórshavn no later than 8 days prior to the General
Meeting. 

Share capital, voting rights and accountholding financial institution

The Bank's share capital totals DKK 200m distributed in shares worth DKK 20.
The Bank's Articles of Associations contains these regulations on voting
rights: 

8.2 All shareholders having requested an admission card and a ballot paper no
later than 5 days before the date of any general meeting are entitled to vote
at the meeting. 

8.3 Each share shall carry one vote. However, no shareholder may, neither in
respect of his own shares nor when acting as proxy for other shareholders, cast
votes representing more than 10% of the total share capital, regardless of the
shareholding. Proxy votes given to the board of directors shall be subject to
no restrictions. Shareholders in the same group, as defined by applicable law,
shall not cast votes representing more than 10% in aggregate of the total share
capital, regardless of the shareholding. 

8.4 All shareholders are entitled to attend general meetings in person,
accompanied by an advisor, or by proxy, who may vote on their behalf, subject
to presentation of a written and dated instrument of proxy issued for a maximum
period of one year. 

9.2 All business transacted at general meetings shall be decided by a simple
majority of votes, unless a qualified majority is required by the Companies Act
or by these Articles of Association. 

Any resolution to amend these Articles of Association or to wind up the Bank by
voluntary liquidation or to adopt a merger shall be subject to no less than 2/3
of the share capital being represented at the general meeting and the proposed
resolution being adopted by 2/3 of the votes cast and of the voting share
capital represented at the general meeting. 

9.3 Any proposal to amend or waive the quorum requirement in Article 9.2
submitted by the Financial Fund of 1992 may be adopted by 2/3 of both the votes
cast and of share capital represented at the general meeting. The restrictions
in Article 8.3 and Article 9.2 on voting and proxy shall not apply in this
case. 

P/F Føroya Banki has entered into a coordinative agreement with
Værdipapircentralen A/S. The Bank's shareholders may choose P/F Føroya Banki as
the accountholding institution in regards to executing the financial rights
through P/F Føroya Banki. 


P/F Føroya Banki
Board of Directors


Further information:

Janus Petersen, CEO, Telephone (+298) 330 340 
www.foroya.fo

Attachments:

announcement 18 2009 uk version.pdf

announcement 18 2009 dk version.pdf