S 24 February 2016

Ringkjoebing Landbobank A/S / Miscellaneous

26-Apr-2016 / 09:40 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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


Name, registered office and object

Art. 1

The bank's name shall be 'Ringkjoebing Landbobank, Aktieselskab'. The bank's
domicile shall be the municipality of Ringkoebing-Skjern. 

The bank's object shall be to carry out banking business and other activities
permitted by the relevant legislation in order to create a sound and healthy
bank for its sphere of activities via solid and economical operations. 

The bank shall also operate under the subsidiary names A/S Tarm Bank
(Ringkjoebing Landbobank A/S) and Egnsbank Vest (Ringkjoebing Landbobank A/S). 


The bank's capital and shares

Art. 2

The bank's share capital shall be nom. DKK 22,850,000 in shares of nom. DKK 1
or multiples thereof, but max. nom. DKK 20. The board of directors shall make a
specific decision on the size of the shares within these limits. 


Art. 2a

The general meeting has decided to authorise the board of directors to increase
the share capital by cash payment in one or more rounds by up to nom. DKK
14,210,980 to nom. DKK 37,060,980 by subscription for new shares for which the
board  shall determine the price. The capital increase shall be fully paid.
This authorisation shall apply until 23 February 2021. The capital increase
shall take place with right of pre-emption for existing shareholders. 


Art. 2b

The general meeting has decided to authorise the board of directors to increase
the share capital by payment in values other than cash in one or more rounds by
up to nom. DKK 14,210,980 to nom. DKK 37.060,980 by subscription for new shares
for which the board shall determine the price, as payment for the bank's
takeover of an existing company or specific asset values corresponding to the
value of the shares issued. The capital increase shall be fully paid. This
authorisation shall apply until 23 February 2021. The capital increase shall
take place without right of pre-emption for existing shareholders. 


Art. 2c

Use of the authorisations in the Articles 2a and 2b may not exceed a total of
nom. DKK 14,210,980, and each use of the authorizations in Articles 2a and 2b
shall trigger simultaneous reductions in the amounts authorised in both Article
2a and Article 2b by the subscribed nominal capital concerned in the use of the
authorisation. 


Art. 2d

Shares for which subscription is made under the Articles 2a and 2b shall be
negotiable securities and shall be registered in the holder's name. The shares
for which subscription is made under the specified articles shall carry the
right to dividend from the year of subscription, and the shares shall also be
subject to the same rules applying to the other shares with respect to rights,
redeemability and negotiability. Finally, there shall be no limitations under
the Article 2a and under the Article 2b to the subscribed shares' right of
pre-emption under Article 2a on future increases. 


Art. 2e

The general meeting authorises the board of directors to make the requisite
amendments to the Articles of Association required by the capital increases
under the Articles 2a and 2b. 


Art. 3

The shares shall be issued by name.
The shares shall be negotiable instruments.
No shareholder shall be obliged to permit redemption of his or her shares in
whole or in part. 
There shall be no limitations to the negotiability of the shares.
No shareholder shall have special rights.

The banks share register is VP Investor Services A/S, CVR nr. 30201183,
Weidekampsgade 14, 2300 Koebenhavn S. 


Art. 4

Lost shares, interim certificates, certificates of right of pre-emption,
partial certificates, coupons and counterfoils may be cancelled by the bank
without a court order under the current rules applying to shares which are
negotiable instruments. The costs of cancellation shall be payable by the
person who makes the request. 

The bank's management

The banks' affairs shall be managed by:

1. The general meeting

2. The shareholders' committee

3. The board of directors

4. General management



The general meeting

Art. 5

The ordinary general meeting shall be held in Ringkoebing each year before the
end of March. 

Extraordinary general meetings shall be held as decided by the general meeting,
the shareholders' committee, the board of directors, auditor, or at the request
of shareholders who owns one twentieth (1/20) of the share capital. 


Art. 6

Notice of the general meeting shall be given by the board of directors by
announcement on the bank's website. Notice in writing shall also be given to
all shareholders listed in the register of shareholders who have so requested. 

The notice of meeting, which shall include the agenda for the general meeting,
shall be given at the earliest five (5) weeks and at the latest three (3) weeks
before the meeting. 

Proposals from shareholders for consideration at an annual general meeting
shall be received by the chair of the shareholders' committee at the latest six
(6) weeks before the date of the general meeting. 

The agenda and all proposals for consideration by the general meeting shall be
made available at the bank's offices for inspection by shareholders at the
latest three (3) weeks before the meeting. In the case of the annual general
meeting, the annual report including auditor's report and management's report
and any consolidated accounts shall also be made available. The annual report
shall be sent to each listed shareholder who has so requested. 

The press shall be entitled to attend the general meeting.


Art. 6a

The bank's board of directors may decide that under Article 6 of the Articles
of Association, annual reports may be sent electronically by e-mail to
shareholders who are listed by name. The board of directors may further decide
that admission cards may be ordered and proxies may be submitted via e-mail or
on the bank's website or that of the bank's share register operator. The
decision of the board of directors on the use of electronic communication under
this Article 6a shall be announced on the bank's website: www.landbobanken.dk.
The bank shall request the e-mail addresses of those shareholders who are
listed by name and to whom notices in electronic form can be sent. The
shareholder shall be responsible for ensuring that the bank is in possession of
the correct e-mail-address. Further information of a technical nature and on
the procedure in connection with the electronic communication in question will
be available to shareholders on the bank's website if the board of directors
should decide to implement this. 


Art. 7

The agenda for the ordinary general meeting shall include:

1.     Election of chairperson.

2.     The board's report on the bank's activities in the previous year.

3.     Presentation of the annual report for approval.

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

5.     Election of members to the shareholders' committee.

6.     Election of one or more auditors.

7.     Authorisation for 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%). 

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


Art. 8

The general meeting shall elect a chairperson by simple majority vote. The
chairperson shall conduct the business of the meeting and rule on all questions
of procedure, voting and the results of voting. Voting shall be in writing
unless the meeting adopts a different procedure. 


Art. 9a

Each shareholder shall have the right to attend the general meeting if he or
she has obtained an admission card not later than three (3) days before the
meeting. 

Each shareholding up to and including nom. DKK 500 shall carry one (1) vote.
Shareholdings above this amount shall carry two (2) votes, which shall be the
highest number of votes which a shareholder may cast when the shares are
recorded in the company's share register, or when the shareholder has reported
and documented his or her right. 


Art. 9b

A shareholder's right to attend and vote at a general meeting shall be
determined in accordance with the shares possessed by the shareholder on the
date of registration. The registration date shall be one (1) week before the
general meeting. The shares held by the individual shareholder on the
registration date shall be counted on the basis of the listing of the
shareholder's capital in the share register and information on the ownership
which the bank and/or the share register operator has received in connection
with the recording in the share register, but which has not yet been entered. 


Art. 10

All matters shall be decided at the general meeting by simple majority vote
unless otherwise provided by law or these Articles of Association. 

A decision to amend the Articles of Association or to dissolve the company
shall only be valid if approved by at least two thirds (2/3) of both votes cast
and the share capital represented at the meeting. 



The shareholders' committee

Art. 11

The bank's shareholders' committee shall be elected at the general meeting by
and from among the shareholders. 

The size of the shareholders' committee shall be determined jointly by the
committee and the board of directors within the limits minimum twentyfive (25)
and maximum thirty (30) members. 

The members of the shareholders' committee shall be elected for four (4)-year
terms. Re-election shall be permitted. 

The shareholders' committee shall elect its chairperson and deputy chairperson
each year. 

Shareholders who have reached the age of sixtyseven (67) may not be elected,
and members of the shareholders' committee shall retire from their positions at
the first ordinary general meeting following their sixtyseventh birthday. 

If a member of the shareholders' committee resigns or retires before the end of
the term for which he or she was elected, a new member may be elected at the
next ordinary general meeting for the remainder of the departed member's term
of office. 


Art. 12

The shareholders' committee shall normally meet at least twice a year and
otherwise as often as the chairperson considers necessary or half of the
members or the board of directors so request. Meetings of the shareholders'
committee shall be called by the chairperson on at least eight (8) days'
notice. 

A quorum shall not exist unless over half of the members are present. Decisions
shall then be taken by simple majority vote. 

Meetings of the shareholders' committee shall be presided over by the
chairperson or, in the latter's absence, by the deputy chairperson. Members of
the bank's board of directors who are not also members of the shareholders'
committee shall be entitled to participate in meetings of the committee but
shall not be entitled to vote. 


Art. 13

A report on the bank's activities in the preceding period shall be presented at
meetings of the shareholders' committee, and the latest quarterly report sheet
shall be reviewed. 

The shareholders' committee shall work to ensure the bank's prosperity and
shall assist the board of directors and the general management to the best of
its ability by procuring any information which the board of directors and the
general management may require. The shareholders' committee shall fix the
board's payment and shall decide on the establishment of branches as
recommended by the board of directors. 

The shareholders' committee shall not check the accuracy of the annual report.



The board of directors

Art. 14

The board of directors shall consist of at least four (4) and at most six (6)
members who shall be elected by the members of the shareholders' committee. 

The board of directors shall also include the members who may be prescribed by
law. 

Board members shall be elected for four (4)-year terms. Re-election shall be
permitted. 

The board shall of directors elect its chairperson and deputy chairperson each
year. A board member's membership of the board shall cease if he or she resigns
or retires from the shareholders' committee. 

A new board member may be elected for the remainder of the departed member's
term of office as decided by the shareholders' committee in the event of a
resignation or retirement. 

Board members elected by the shareholders' committee shall retire from the
board at the first ordinary general meeting following the date on which the
member reaches the age of sixtyseven (67). 


Art. 15

The board of directors shall specify procedures containing rules for the
carrying out of its activities. A quorum shall not exist unless over half of
the members are present. 

Minutes of the board's proceedings shall be kept and signed by all members
present. 

The board of directors shall specify the extent to which management may make
loans without the board's prior participation. 

The board of directors may grant collective power to bind the company.



General management

Art. 16

The general management shall consist of one or more general managers appointed
by the board of directors after consultation with the shareholders' committee. 

The general management shall participate - but without the right to vote - in
meetings of the board of directors and the shareholders' committee. 



Power to bind the company

Art. 17

The bank shall be bound by the signatures of

1.     Two (2) members of the board of directors in conjunction.

2.     One (1) member of the board of directors in conjunction with one (1)
general manager. 

3.     Two (2) general managers in conjunction.



Auditing

Art. 18

The audit shall be carried out by one or more auditors elected by the general
meeting, but the number shall not be less than the number required under the
Danish Financial Business Act, and the auditors shall comply with the
requirements specified in the Act. The election applies one (1) year at a time. 

The auditors' remuneration shall be set by the board of directors.



The annual report

Art. 19

The bank's financial year shall be the calendar year.

After any loss from previous years has been covered, the net profit shall be
allocated as follows: 

The remaining sum plus amounts carried forward shall be used as decided by the
general meeting. The meeting may not, however, decide upon a higher dividend
than that proposed or approved by the board of directors. 



Ringkoebing, 24 February 2016

Board of directors:

Jens Lykke Kjeldsen

Martin Krogh Pedersen

Gert Asmussen

Inge Sandgrav Bak

Jens Moeller Nielsen

Joergen Lund Pedersen

Bo Bennedsgaard

Dan Astrup Soerensen

Gitte E. S. Vigsoe

Click on, or paste the following link into your web browser, to view
the associated documents

https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=558170

News Source: NASDAQ OMX







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

26-Apr-2016 The EQS Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap.de/ukreg

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


     Language:           English                       
     Company:            Ringkjoebing Landbobank A/S   
   
   
                         DÃ¤nemark                     
     ISIN:               DK0060032068                  
     Category Code:      MSC                           
     TIDM:               0FTC                          
     Sequence Number:    3114                          
     Time of Receipt:    26-Apr-2016 / 09:40 CET/CEST  
   
   
     End of Announcement    EQS News Service