Pre-Annual General Meeting Information • Mar 23, 2016
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Download Source FilePursuant to Article 10 of the Articles of Association, shareholders are hereby
invited to attend the Annual General Meeting of
Spar Nord Bank A/S
on Wednesday, 20 April 2016, at 3.30 p.m. at the address, Europahallen, Aalborg
Kongres & Kultur Center, Europaplads 4, DK-9000 Aalborg.
Agenda
The Board of Directors nominates Laurits Toft, Attorney.
The Board of Directors' report regarding the Company's activities during the
past year.
The presentation of the audited Parent Company financial statements and the
consolidated financial statements, together with a resolution for their
adoption.
A resolution regarding the application of the profits or the covering of any
loss according to the financial statements as adopted.
The Board of Directors recommends the distribution of a dividend of DKK 3 per
share.
Presentation of the Company’s remuneration policy for approval pursuant to
the Danish Financial Business Act.
Approval of the Board of Directors’ fees for 2015 and the level of fees for
A resolution to empower the Board of Directors to buy treasury shares.
With reference to section 198 of the Danish Companies Act, the Board of
Directors recommends that the Board of Directors be authorized to permit the
Company, in the period until the next Annual General Meeting, to acquire
treasury shares having a nominal value of up to 10% of the share capital at the
market price prevailing at the time of acquisition, subject to a deviation of
max. 10%.
The Board of Directors recommends Laila Mortensen and Kjeld Johannesen for
re-election.
Torben Fristrup is not prepared to stand for re-election.
Reference is made to Spar Nord Bank’s Annual Report for 2015 regarding
information about each of the incumbent board members.
The Board of Directors nominates Morten Gaardbo for election to the Board of
Directors.
The Board of Directors recommends Ernst & Young (CVR no. 30700228) for
re-election as the Company’s auditors.
The Board of Directors proposes an alteration of Schedule 1 to the Articles of
Association to the effect that A/S Nordbank (Spar Nord Bank A/S) and Nordbank
A/S (Spar Nord Bank A/S) be added as ancillary names.
The agenda and the complete wording of the proposals intended to be submitted
at the Annual General Meeting will be available for inspection by the
shareholders at the Company’s address and at www.sparnord.dk as from 24 March
2016.
The cut-off date is Friday, 15 April 2016.
Rights to attend and vote
Any shareholder who has been registered as of the cut-off date or has requested
that his shares be registered in the Register of Shareholders and who has
ordered an admission card by Friday, 15 April 2016, is entitled to attend the
General Meeting.
The shareholder is entitled to invite an adviser to the General Meeting. If the
shareholder wants to invite an adviser, the person in question must also
request an admission card by Friday, 15 April 2016.
Admission cards are obtainable upon application at the Company’s address,
Skelagervej 15, DK-9000 Aalborg, or can be ordered by telephone at +45 9634
4017 (the Management Secretariat).
A proxy form and a document for use when voting by post may be downloaded from
www.sparnord.dk and may be sent to VP Investor Services A/S, Weidekampsgade 14
- P.O. Box 4040, DK-2300 Copenhagen S, before the General Meeting.
Any instruments of proxy must reach VP Investor Services A/S by 15 April 2016,
and postal ballots must reach VP Investor Services A/S by 19 April 2016 at
noon.
The provisions of the Articles of Association regarding voting right are as
follows:
Article 9(1). A shareholder who owns at least 20,000 shares (a major
shareholder) on the cut-off date one week before the General Meeting shall be
entitled to exercise his voting rights at the General Meeting.
Article 10(4). The right of shareholders to exercise their voting rights at a
General Meeting shall be exercised through the delegates. But this shall not
apply to the shareholders referred to in Article 9(1).
Article 15(1). Delegates who are also members of the Bank Committees represent
the share capital that has been registered as belonging to the relevant
shareholder region as of the cut-off date one week before the relevant General
Meeting. Each delegate represents equal fractions of the share capital,
calculated based on the number of delegates immediately prior to the General
Meeting.
Article 15(2). A major shareholder, see Article 9(1), represents the share
capital that has been registered as of the cut-off date one week before the
General Meeting, or regarding which a request for registration has been made as
of the same date.
Article 15(3). In order to be entitled to vote at the General Meeting, a
delegate or the major shareholder shall have requested an admission card no
later than three days before a General Meeting.
Spar Nord Bank's share capital amounts to DKK 1,255,299,180, divided into
shares in the denomination of DKK 10.
Sincerely yours,
Spar Nord Bank A/S
Torben Fristrup
Chairman of the Board of Directors
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