BankNordik P/F - Niðurstöður hluthafafundar

Annual General Meeting 2011 - P/F BankNordik

P/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

Attachments:

Notice to convende the Annual General Meeting 2011.pdf

Appendix 1_Members of the Board of Directors.pdf