Ringkjøbing Landbobank A/S
Annual General Meeting Ringkjøbing Landbobank A/S

DGAP-News: Ringkjøbing Landbobank A/S

2015-01-28 / 10:03

---------------------------------------------------------------------

The bank's annual general meeting will be held at 5:00 p.m. Wednesday 25
February 2015 in  ROFI-Centret, Kirkevej 26, Rindum, 6950 Ringkøbing. 

Agenda as per the articles of association:

1.    Election of chairperson

2.    The board's report on the bank's activities in the previous year
       The board of directors proposes that the report be adopted.

3.    Presentation of the annual report for approval
       The board of directors proposes that the annual report be approved.

4.    Decision on allocation of profit or covering of loss under the approved
annual report 

       The board of directors proposes that the distribution of profit be
approved. 

5.    Election of members of the shareholders' committee
       The following members will be retiring: Hejne F. Andersen, Ole K.
Erlandsen, Gravers Kjærgaard and Jørgen Kolle Sørensen. Gravers Kjærgaard has
advised that he is not offering himself for re-election. 

       In addition, Per Dam has advised that he wishes to retire from the
shareholders' committee, and finally, Johan Øllgaard will retire from the
shareholders' committee due to the provision on age in the articles of
association. 

       The shareholders' committee and the board of directors propose
re-election of: 

  -- Hejne F. Andersen, Ringkøbing, manufacturer, born 1954
  -- Ole K. Erlandsen, Herning, butcher, born 1962
  -- Jørgen Kolle Sørensen, Hvide Sande, car dealer, born 1970

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

  -- Claus Kaj Junge, Filskov, co-owner and manager of Junge Byg ApS in
     Grindsted, born 1968
  -- Poul Kjær Poulsgaard, Madum, farmer, born 1974

In recruiting and proposing candidates for the shareholders' committee, the
committee and the board of directors have focused on ensuring diversity among
the committee members, including in relation to business experience,
professional qualifications and expertise, age etc. 



6.    Election of one or more auditors
The shareholders' committee and the board of directors propose re-election of
PricewaterhouseCoopers, Statsautoriseret Revisionspartnerselskab. 



7.    Authorisation of the board of directors to permit the bank to acquire own
shares within current legislation until the next annual general meeting to a
total nominal value of ten percent (10%) of the bank's share capital, such that
the shares can be acquired at current market price +/- ten percent (10%) 

The board of directors proposes that it be authorised 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 ten percent (10%) of the bank's
share capital, such that the shares can be acquired at current market price +/-
ten percent (10%). 



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

8a. Proposed amendments to the articles of association

The shareholders' committee and the board of directors propose the following
amendments to the articles of association: 

Articles 2a and 2b

An extension until 24 February 2020 of the authorisations under Articles 2a and
2b is proposed. This is thus an extension of one year. Besides this the
authorisations will be on unchanged terms. 



8b. Proposal to reduce the bank's share capital by nom. DKK 550,000 by
cancellation of own shares 

The board of directors proposes a reduction in the bank's share capital from
nom. DKK 23,900,000 to nom. DKK 23,350,000 by cancellation of 110,000 nom. DKK
5 shares from the bank's holding of own shares, to a nominal value of DKK
550,000. 

It is advised in accordance with Section 188 (1) of the Danish Companies Act
that the object of the reduction in the bank's share capital is payment to
shareholders, and the amount of the reduction will be used as payment to
shareholders for shares acquired by the bank under previous authorisation of
the board of directors by the general meeting. 

The share capital will consequently be reduced by nom. DKK 550,000 and the
bank's holding of own shares will be reduced by 110,000 DKK 5 shares. It is
advised in accordance with Section 188 (2) of the Danish Companies Act that the
shares in question were acquired for a total sum of DKK 127,569,400, meaning
that apart from the reduction in nominal capital, DKK 127,019,400 will be paid
to shareholders. 

The board of directors' proposed reduction of the share capital is being made
to maintain flexibility in the bank's capital structure. 

If the proposal is adopted, it will mean an amendment to Article 2 and of
Articles 2a and 2b of the bank's articles of association such that the amount
of '23,900,000' in Article 2 is changed to '23,350,000' and the amount of
'38,110,980' in Articles 2a and 2b is changed to '37,560,980'. 



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

The board of directors proposes the establishment of a special buy-back
programme, under which the board of directors can permit the bank to acquire
own shares up to a market value of DKK 145,000,000, but maximum up to 145,000
nom. DKK 5 shares before the next annual general meeting. This special buy-back
programme requires purchase of the shares at market price. It is also proposed
that the board of directors be authorised to cancel or reduce the buy-back
programme if this is considered commercially appropriate for the bank, in the
bank's long-term interest, or the bank's circumstances with respect to capital
otherwise so require. The shares covered by the buy-back programme will be
acquired by the bank for subsequent implementation of a capital reduction. 



8d. Proposed authorisation for the board of directors or its designated
appointee 

The board of directors proposes that the board of directors, or whoever the
board may so designate, be authorised to report the decisions which have been
adopted at the general meeting for registration and to make such changes to the
documents submitted to the Danish Business Authority as the Authority may
require or find appropriate in connection with registration of the decisions of
the general meeting. 



Requirements for passing resolutions

The proposals in points 8a and 8b require adoption by at least two thirds (2/3)
of both votes cast and of the share capital with voting rights represented at
the meeting. The other proposals can be adopted by simple majority vote. 



The size of the share capital and the shareholders' voting rights and date of
registration - the right to attend and vote at the general meeting 

It is advised with respect to the size of the share capital and the
shareholders' right to vote that the share capital is nom. DKK 23,900,000 in
4,780,000 nom. DKK 5 shares. Each shareholding up to and including nom. DKK 500
carries one (1) vote, and bigger shareholdings carry two (2) votes, which is
the highest number of votes a shareholder may cast. 

The right to attend and vote at the general meeting may only be exercised by
shareholders who, on the date of registration, Wednesday 18 February 2015, are
listed as shareholders in the register of shareholders or who have submitted a
request to the bank for inclusion in the register of shareholders by this date
and the bank has received the request. 



Registration for the general meeting, questions and admission cards

Registration for the general meeting can be made on the bank's website
www.landbobanken.dk or at one of the bank's branches. Shareholders or proxies
may be accompanied by an adviser. Shareholders may ask questions in writing on
the points on the agenda or the bank's position in general to be answered at
the general meeting. Questions may be sent by letter to Ringkjøbing Landbobank
A/S, att.: General Management, Torvet 1, 6950 Ringkøbing, Denmark, or by e-mail
to regnskab@landbobanken.dk. Considerations of space require the ordering of an
admission card for the general meeting in accordance with the bank's articles
of association by 11:59 p.m. Friday 20 February 2015, after which time
admission cards can no longer be ordered. 



Voting

Shareholders may attend and vote in person or by proxy at the general meeting.
Postal voting is also possible before the general meeting. 

Shareholders may issue a proxy to the bank's board of directors or third party
by 11:59 p.m. Friday 20 February 2015. The proxy may be issued electronically
on InvestorPortalen at VP Investor Services via the bank's website
www.landbobanken.com or in writing on a proxy form which is available from the
bank's branches. 

If a written proxy is used, the proxy, completed and signed, must be received
by the bank by the above deadline, 11:59 p.m. Friday 20 February 2015. The
proxy may be sent by post to Ringkjøbing Landbobank A/S, att.: Accounts
department, Torvet 1, 6950 Ringkøbing, by e-mail to regnskab@landbobanken.dk or
by fax to +45 7624 4913. 

Shareholders may also send a postal vote before the general meeting. Postal
votes may be cast electronically on InvestorPortalen at VP Investor Services
via the bank's website www.landbobanken.com or in writing on a postal vote form
which is available from the bank's branches. 

If a postal vote in writing is cast, the vote must be returned by post to
Ringkjøbing Landbobank A/S, att.: Accounts department, Torvet 1, 6950
Ringkøbing, by e-mail to regnskab@landbobanken.dk or by fax to +45 7624 4913.
Postal votes cast electronically must be submitted by Tuesday 24 February 2015
at 10:00 a.m., at which time a postal vote in writing must also be received by
the bank. 



Exercising financial rights

Ringkjøbing Landbobank's shareholders can choose Ringkjøbing Landbobank A/S as
the account-holding institution for the purpose of exercising the financial
rights through Ringkjøbing Landbobank A/S. 



Further information

The annual report and full proposals for amendments to the articles of
association will be published on the bank's website at www.landbobanken.com and
made available for inspection by shareholders in the bank's branches on
Wednesday 28 January 2015. 



                          Ringkøbing, 28 January 2015

                                        

                      On behalf of the board of directors

                           Jens L. Kjeldsen, chairman
News Source: NASDAQ OMX



---------------------------------------------------------------------

2015-01-28 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

---------------------------------------------------------------------


Language:    English                     
Company:     Ringkjøbing Landbobank A/S  
 
 
             Norway                      
ISIN:        NO0010398159                
 
 
End of News    DGAP News-Service  
---------------------------------------------------------------------  
317013 2015-01-28