Notice of Annual General Meeting of Jyske Bank A/S
27 2월 2024 - 9:55PM
Notice of Annual General Meeting of Jyske Bank A/S
This is to give notice of an Annual General Meeting of Jyske
Bank A/S, which will be held on Thursday 21 March 2024, at 3.00
p.m. at Gl. Skovridergaard, Marienlundsvej 36, DK-8600
Silkeborg.
AGENDA of general meeting:
a. |
Report
of the Supervisory Board on Jyske Bank's operations during the
preceding year. |
b. |
Presentation of the annual report for adoption or other resolution
as well as resolution as to the application of profit or cover of
loss according to the financial statements adopted. |
c. |
Presentation of and consultative ballot on the remuneration
report. |
d. |
Determination of remuneration to the Shareholders’ Representatives
and the Supervisory Board: |
|
1 |
Determination of
the remuneration of Shareholders’ Representatives for 2024, cf.
Art.15(5) of the Articles of Association. |
|
2 |
Determination of
the remuneration of Supervisory Board members for 2024, cf.
Art.16(9) of the Articles of Association. |
e. |
Consideration of motion to the effect that the Supervisory Board
authorises the Bank to acquire Jyske Bank shares on one or more
occasions, until the next annual general meeting, of up to a
nominal amount of DKK 64,272,095 and at amounts not deviating by
more than 10% from the closing bid price listed on NASDAQ
Copenhagen A/S at the time of acquisition. |
f. |
Motions. |
|
Motions
proposed by the Supervisory Board: |
|
1 |
Adoption of Jyske
Bank’s Remuneration Policy. |
|
|
Amendments to the
Articles of Association: |
|
2 |
Art. 8(1g) to be
changed to read as follows: “Election of Shareholders’
Representatives, cf. Art. 14 of the Articles of Association, and
possibly election of up to two members of the Supervisory Board,
cf. Art. 16 of the Articles of Association.” |
|
3 |
Art. 15(6) to be
discontinued. |
|
4 |
Art. 16(1) to be
changed to read as follows:“The Supervisory Board shall consist of:
- six members elected by and of the body of the Shareholders'
Representatives,
- up to two members for election by members in general
meeting
- any additional members as required by law".
|
|
5 |
Art. 17(1) to be
changed to read as follows:“The Supervisory Board shall attend to
the overall management of the Bank’s affairs. It shall employ the
Executive Board and appoint the Managing Director & Chief
Executive (Chairman of the Executive Board). Also, the Supervisory
Board shall define the salary and pension terms of the Executive
Board.” |
|
Motion
proposed by a shareholder: |
|
6 |
” That Jyske Bank
makes it its policy to refrain from making political donations, be
it financial support to political parties or support to individual
political candidates.” |
g. |
Election
of members: |
|
1 |
Election of
Shareholders' Representatives, cf. Art. 14(4) of the Articles of
Association. The proposed candidates and further information about
them are available as from Wednesday 28 February 2024 at Jyske
Bank's website. |
|
2 |
Election of
Supervisory Board members, cf. Art. 16(1)(b) of the Articles of
Association.The Supervisory Board proposes that no members of the
Supervisory Board be elected under thisitem since the present
Supervisory Board meets the requirements of the Danish
FinancialSupervisory Authority of relevant knowledge and
experience. |
h. |
Election
of auditors: |
|
1 |
The
Supervisory Board proposes the re-election of EY Godkendt
Revisionspartnerselskab. The motion is in accordance with the
recommendation of the Audit Committee to the Supervisory Board. The
recommendation of the Audit Committee is free from influence by any
third parties and is not - and has not been - subject to any
agreement with a third party who in any way limits the appointment
of specific auditors or audit firms by members in general
meeting. |
|
2 |
The
Supervisory Board proposes the election of EY Godkendt
Revisionspartnerselskab for verification of statutory information
on sustainability. The motion is in accordance with the
recommendation of the Audit Committee to the Supervisory Board. The
recommendation of the Audit Committee is free from influence by any
third parties and is not - and has not been - subject to any
agreement with a third party who in any way limits the appointment
of specific auditors or audit firms by members in general
meeting. |
i. |
Any
other business. |
|
|
|
|
Reference to Jyske Bank's website for further
informationWhere in this notice of a General Meeting,
reference is made to Jyske Bank's website for further information,
this link can be used:
https://jyskebank.com/investorrelations/generalmeetings.
Adoption of motions - special
requirementsMotions to amend Jyske Bank’s Articles of
Association at annual general meetings (agenda, items f.2 - f.5
shall only be adopted where not less than 90 per cent of the voting
share capital is represented at the annual general meeting and only
where adopted by both three fourth of the votes cast and by three
fourth of the voting share capital represented at the general
meeting, cf. Art. 12 of the Articles of Association. Where less
than 90 per cent of the voting share capital is represented at the
annual general meeting, but the said motion obtains both three
fourth of the votes cast and three fourth of the voting share
capital represented at the annual general meeting, the said motion
may be adopted at a new general meeting by the said qualified
majority irrespective of the proportion of the share capital
represented.
Size of the share capital, voting rights of the
shareholders and registration dateJyske Bank's share
capital is DKK 642,720,950, comprising shares at a face value of
10. Any share amount of DKK 10 shall carry one vote, provided
always that 4,000 votes are the highest number of votes any one
shareholder may cast on his own behalf. Voting rights can only be
exercised by shareholders or their proxies. For the voting right of
a share to be exercised, the share shall be registered in the name
of the holder in the Bank's register of shareholders not later than
on the day of registration, which is Thursday 14 March 2024, or the
title to such share shall be notified and documented to the Bank
within that same time limit.
Proxy and postal voteShareholders may as from
Wednesday 28 February up to and including Friday 15 March 2024 give
voting instructions, appoint Jyske Bank's Supervisory Board or a
third party as proxy either electronically or by means of a
form.
Shareholders may attend the General Meeting by proxy and cast
their votes by proxy.
In addition, shareholders may as from Wednesday 28 February to
Wednesday 20 March 2024, at 10.00 a.m., cast postal votes either
electronically or by means of a form.
Proxies may be appointed, or postal votes may be cast
electronically at the Investor Portal via Jyske Bank's website. A
form for the appointment of proxies or for casting postal votes is
available at one of Jyske Bank's branches or can be downloaded from
Jyske Bank's website. Where the form is used, please forward the
completed and signed form either by post to Euronext Securities (VP
Securities A/S) at the address Nicolai Eigtveds Gade 8, 1402
Copenhagen K or by email to CPH-investor@euronext.com. The form
must reach Euronext Securities (VP Securitas A/S) by the
above-mentioned deadlines, and proxies must have been appointed or
postal votes must have been cast electronically by the same
deadlines.
Custodian bankJyske Bank’s shareholders may
choose Jyske Bank A/S as their custodian bank in order to exercise
their financial rights through Jyske Bank A/S.
Questions from shareholdersShareholders are
recommended to ask questions in writing before the general meeting
about the items of the agenda or Jyske Bank’s financial position.
Please send questions to Jyske Bank A/S, Juridisk Afdeling,
Vestergade 8-16, DK-8600 Silkeborg or by email to
Juridisk@jyskebank.dk. Questions and answers will be presented at
the general meeting, and shareholders who have asked questions will
receive replies directly from Jyske Bank. At the General Meeting,
the management will also answer questions from the shareholders
about matters of importance for the financial situation of Jyske
Bank and questions for consideration at the General Meeting.
Additional informationThe following documents
and information can be downloaded from Jyske Bank's website from
Wednesday 28 February 2024:1. Notice of General Meeting.2. The
total number of shares and voting rights at the date of the
notice.3. Agenda and full wording of motions.4. Annual Report and
the consolidated financial statements with the auditor’s report and
the management’s review.5. List of candidates and further
information about the proposed candidates with respect to election
of Shareholders' Representatives and the Supervisory Board.6. The
forms to be used when voting by proxy or by postal vote.
Notification of participation Shareholders who
wish to attend and cast their votes at the General Meeting may
register for the General Meeting at the Investor Portal via Jyske
Bank’s website as from Wednesday 28 February 2024 up to and
including 15 March 2024.Confirmation of registration and QR code
for the general meeting portal will be submitted by email (also in
case of powers of attorney to third parties), and therefore it is
important that you register your email address at the Investor
Portal.At the entrance to the general meeting, you press the
submitted QR code in the email to register your attendance which is
why you must bring your smart phone or your tablet. Any votes will
also take place via the General Meeting Portal. Additional
guidelines for using the General Meeting Portal will be available
at the entrance to the general meeting.If you are unable to receive
confirmation of registration to the general meeting by email, you
may register for the general meeting by means of the sign-up form
available at Jyske Bank’s website or by contacting one of Jyske
Bank’s branches. If so, you must contact and confirm your
attendance at the entrance to the general meeting which requires
that you produce valid identification.
Live webcastThe general meeting will be live
webcasted via Euronext Securities (VP Securities A/S’) general
meeting portal. The transmission will comprise images and sound. In
order to follow the general meeting shareholders must log on to the
general meeting portal with their MitIDs or VP-IDs. Registration to
the general meeting is not required in order to follow the webcast.
It will not be possible to ask questions or make presentations
and/or cast votes during the process.
Before commencement of the proceedings of the Annual General
Meeting, coffee/tea etc. will be served from 1.30 p.m.
Silkeborg, 27 February 2024
The Supervisory Board
Jyske Bank AS (TG:JYS1)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Jyske Bank AS (TG:JYS1)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024