Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Ringkjøbing Landbobank AGM Information 2011

Feb 2, 2011

3381_iss_2011-02-02_b8693311-56e6-4504-bd6e-db96e122037f.pdf

AGM Information

Open in viewer

Opens in your device viewer

Annual General Meeting Ringkjøbing Landbobank A/S

The bank's annual general meeting will be held at 5.00 p.m. Wednesday 23 February 2011 in the ROFI Centre, Kirkevej 26, Rindum, 6950 Ringkøbing.

Agenda according to the articles of association:

    1. Election of chair person.
    1. The board's report on the bank's activities in the previous year.
    1. Presentation of the annual report for approval.
  • The board of directors proposes that the annual report be approved.
    1. Decision on allocation of profi t or covering of loss under the approved annual report.
    1. Election of members of the shareholders' committee. The following members will be retiring: Gravers Kjærgaard, Hejne F. Andersen, Find Andersen (can not reelected due to age), Jørgen Kolle Sørensen, Ole K. Erlandsen

The shareholders' committee and the board of directors propose reelection of:

  • Gravers Kjærgaard, farmer, Grønbjerg, born 1952
  • Hejne F. Andersen, manufacturer, Ringkøbing, born 1954
  • Jørgen Kolle Sørensen, auto dealer, Hvide Sande, born 1970
  • Ole K. Erlandsen, butcher, Herning, born 1962

The shareholders' committee and the board of directors propose new election of

• Anne-Marie Sannerum, general manager, Billund, born 1968 In recruiting and proposing candidates for the shareholders' committee, the committee and the board of directors have focused on ensuring variety among the committee members, including in relation to business experience, professional qualifi cations and expertise, age etc.

  1. Election of one or more auditors.

The term of the auditors PricewaterhouseCoopers, Statsautoriseret Revisionsaktieselskab is expiring. The shareholders' committee and the board of directors propose that PricewaterhouseCoopers, Statsautoriseret Revisionsaktieselskab be re-elected.

  1. Authorisation of the board of directors to permit the bank to acquire own shares in accordance with current legislation until the next annual general meeting to a total nominal value of 10% of the bank's share capital, such that the shares can be acquired at current list price +/- 10%.

The board of directors proposes that it be authorised, within applicable law, to permit the bank – until the next annual general meeting – to acquire own shares to a total nominal value of 10% of the bank's share capital, such that the shares can be acquired at the current listed price +/- 10%.

  1. Any proposals from the board of directors, the shareholders' committee or shareholders.

8a. Proposal for amendment of the articles of association.

Extension of the authorisation of the board of directors, in consultation with the shareholders' committee, to increase the share capital by nom. DKK 14,210,980 in one or more increases until 24 February 2016. The other terms and conditions of the authorisation remain unchanged. It is thus proposed that the current provision in point 2, paragraph 3, be replaced by: "This authorisation shall be valid until 24 February 2016".

8b. Presentation of a winding-up arrangement under the Danish Act on Financial Stability.

It follows from the Act on Financial Stability with respect to the new winding-up arrangement for distressed banks that the general meeting must be asked at its fi rst meeting after 30 September 2010

  • 1) whether or not the general meeting wishes to indicate its attitude to the form of winding-up,
  • 2) and, if the answer is yes, whether or not the general meeting wants winding-up to be implemented under the winding-up arrangement.

The general meeting is formally free to decide whether or not it wishes to indicate its attitude to the bank's chosen form of winding-up.

The board of directors and shareholders' committee propose that the general meeting does not indicate its attitude to the form of winding-up.

8c. Proposal for adoption of a buy-up programme to implement a subsequent capital reduction

It is proposed that a special buy-up programme be established under which the board of directors may permit the bank to acquire up to 100,000 own nom. DKK 5 shares by the next annual general meeting. It is a precondition for the special buy-up programme that the shares be acquired at market price and that the board of directors be authorised to cancel or reduce the buy-up programme if this is considered commercially appropriate or the bank's circumstances with respect to capital otherwise so require. The shares covered by the buy-up programme will be acquired by the bank for subsequent implementation of a capital reduction.

The proposal in point 8a requires adoption by at least two thirds of both votes cast and of the share capital with voting rights represented at the general meeting. The other proposals may be adopted by a simple majority vote.

The annual report and the full proposals for amendment of the articles of association will be available for inspection in the bank's branches by shareholders on Wednesday 2 February 2011.

It is advised with respect to a description of the amount of share capital and the shareholders' voting right pursuant to Section 96(2) of the Danish Companies Act that the share capital is nom DKK 25,200,000 in 5,040,000 nom. DKK 5 shares. The shareholders' voting right is governed by point 9a of the articles of association, which states inter alia that each shareholding up to and including nom. DKK 500 carries one vote, and shareholdings thereover carry two votes, which is the highest number of votes a shareholder may cast when the shares are listed in the bank's register of shareholders or when the shareholder has reported and documented his or her right. In the case of shares acquired by transfer, no voting right may be exercised at a notifi ed general meeting if the shares are not listed in the register of shareholders or a request for listing has not been made with documentation for the acquisition. The date of registration is Wednesday 16 February 2011. A copy of the bank's articles of association is available in all the bank's branches and on the bank's website: www.landbobanken.dk.

Registration for the general meeting can be made on the bank's website www.landbobanken.dk or by contacting one of the bank's branches. For reasons of space, admission cards for the general meeting must be ordered not later than Sunday 20 February 2011 in accordance with the bank's articles of association. Admission cards cannot be ordered after this date.

Ringkøbing, 27 January 2011

On behalf of the board of directors

Jens L. Kjeldsen, chairman