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2011-03-15 13:01:51 CET 2011-03-15 13:02:52 CET REGULATED INFORMATION BankNordik P/F - Decisions of general meetingAnnual General Meeting 2011 - P/F BankNordikP/F BankNordik's Annual General Meeting 2011 will be held on Friday 25 March 2011 at 5 p.m. GMT at the Nordic House in Tórshavn, Faroe Islands Agenda 1. The Board of Director's report on the Bank's activities in the past year 2. Submission of audited annual accounts for adoption and Annual Report 2010 3. Decision on distribution of profit in accordance with the adopted annual accounts 4. Election of members to the Board of Directors 5. Election of auditor/auditors 6. Proposals from the Board of Directors a) Winding-up scheme referred to in the Danish Act No. 721 of 25 June 2010 b) Authorisation to the Board of Directors to let the Bank acquire own shares 7. Miscellaneous Re. agenda item 2 and 3 The Board of Directors proposes that the General Meeting adopt the annual accounts as presented in the Annual Report 2010 and approve the allocation of the DKK 339,435,000 net profit as follows: DKK 40,000,000 are paid out as dividend to the shareholders, DKK 294,176,000 are allocated to “Retained earnings” and DKK 5,258,000 to “Minority interests”. Re. agenda item 4 The Board of Directors proposes re-election of the following members to the Board of Directors: Klaus Rasmussen, Jens Erik Christensen, Keld Søndergaard Holm and Nils Sørensen. For more information about the Board of Directors' candidates, see Appendix 1. Re. agenda item 5 The Board of Directors proposes re-election of NOTA, Løggilt grannskoðanarfelag P/F and PwC Denmark as external auditors. Re. agenda item 6, a) All Danish and Faroese banks are required to decide on the use of the Danish State's winding-up scheme administered by Finansiel Stabilitet A/S. The above mentioned winding-up scheme is accounted for in an amendment to the Danish Act on Financial Stability in 2010. Under the winding-up scheme, a distressed bank's assets and part of its liabilities are transferred to a subsidiary of Finansiel Stabilitet A/S. If a bank is given a time limit by the Danish Financial Supervisory Authority to meet the capital requirements of subsection 1 of section 225 of the Financial Business Act but fails to raise the required capital before the limit or any prolonged limit determined by the Danish Financial Supervisory Authority, the bank's board of directors must decide whether the bank should be wound up by Finansiel Stabilitet A/S under the Act on Financial Stability. According to the Act on Financial Stability, the board of directors must, at the first general meeting after the entry into force of the Act, ask the meeting to decide whether or not it wants to state whether the bank will use the winding-up scheme in the Danish Act on Financial Stability in the situation described above. The general meeting is free to decide whether or not to consider to be wound up by Finansiel Stabilitet A/S under the Act on Financial Stability. This means that the general meeting is not obliged to consider this type of winding-up or otherwise decide on a type of winding-up. The bank must notify Finansiel Stabilitet A/S of its decision. The Board of Directors proposes that, in line with the majority of Danish banks, the General Meeting state that it does not want at present to consider to be wound up by Finansiel Stabilitet A/S under the Act on Financial Stability. Re. agenda item 6, b) The Board of Directors requests that the General Meeting renews, until the next ordinary general meeting, the authority to allow the Bank to acquire its own shares. The Board of Directors proposes that such authority be granted with the following wording: “The General Meeting authorises the Board of Directors - until the next Annual General Meeting - to permit the Bank - by way of ownership or pledge - to acquire own shares up to a total nominal value corresponding to 10% of the Bank's share capital in accordance with Article 48 in the Companies Act. When the Bank acquires own shares by way of ownership, the share price shall not deviate from the market price by more than 10%.” Order of admission cards and voting ballots Admission cards and voting ballots are to be ordered through the Bank's website www.banknordik.fo or by calling the Head Office on (+298) 330 330. The deadline for ordering admission cards and voting ballots is Monday 21 March 2011 at 4 p.m. GMT. 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 for download on the Bank's website, www.banknordik.fo or by request at the Bank's Head Office at Húsagøta 3 in Tórshavn. It is possible for shareholders to submit the 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 transcript from VP Securities A/S or the account-holding institution (custodian institution), not older than 5 days, 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. Annual Accounts 2010 and agenda containing all proposals Audited annual accounts for 2010 and annual report and 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 account-holding financial institution The Bank's share capital totals DKK 200m distributed in shares worth DKK 20. All items on the agenda can be adopted by a simple majority. 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 BankNordik has entered into a coordinative agreement with VP Securities A/S. The Bank's shareholders may choose P/F BankNordik as the account-holding institution with a view to having their financial rights exercised through P/F BankNordik. P/F BankNordik The Board of Directors |
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