Ringkjøbing Landbobank A/S
Minutes of the annual General Meeting on 25 February 2009
Ringkjøbing Landbobank A/S / Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. ---------------------------------------------------------------------- The bank held its annual General Meeting (GM) on Wednesday 25 February 2009 with the agenda as previously published. Minutes of meeting as per the points on the agenda. 1. Chairman of the shareholders' committee, general manager Jens Møller Nielsen, Ringkøbing, was elected Chairman of the GM. 2. and 3. Jens Lykke Kjeldsen, chairman of the board of directors, distributed the report on the bank's activities in the previous year. Bent Naur, executive general manager, submitted the Annual Report for 2008 for approval. Torben Sand, Portfolio Manager of the Danish Pension Fund, ATP, asked permission to speak and offered his thanks for the report and the presentation of the annual report. Mr Sand also congratulated the bank on the results achieved in 2008, then commented on developments in the Danish financial sector in 2008, the bank's financial figures, and the bank's focus on solvency and liquidity optimisation and credit management. In conclusion, Mr Sand asked the board of directors why the board requested the general meeting's authorisation to add government capital in the form of hybrid core capital at the board of directors' discretion. Jens Lykke Kjeldsen, chairman of the board of directors, replied that the board wanted to have the option of adding government capital, because it is a free option until 30 June 2009. The report of the board of directors was accepted and noted. The Annual Report was adopted. 4. The GM resolved to distribute the profits for the year as follows: Transferred to reserve for net revaluation under the intrinsic value method DKK -5,000 Carried forward to next year DKK 240,003,000 Total DKK 239,998,000 5. The following members were re-elected to the shareholders' committee: - Claus H. Christensen, Lem - Erik Jensen, Skjern - Jens Lykke Kjeldsen, Ringkøbing - Niels Kjeldtoft, Spjald - Jens Møller Nielsen, Ringkøbing - Johan Øllgaard, Stauning and new elected: - Inge Bak, Ringkøbing 6. The shareholders re-elected the auditor: PricewaterhouseCoopers, Statsautoriseret Revisionsaktieselskab (State Authorized Public Accountants). 7a. The following amendments to the bank's articles of association were adopted: Art. 2: Change in final date of authorisation from 27 February 2013 to 25 February 2014. Art. 6 (2): The article will in the future be worded as follows: 'The notice of meeting, which shall include the agenda for the meeting, shall be given at least eight (8) days and at most four (4) weeks before the meeting.' Art. 6a: A new article 6a will be inserted with the following wording: '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 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, point 7 and 8: The present point 7 will become a new point 8, and the following will be inserted as a new point 7: '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%).' Art. 9 (1): The article will in the future be worded as follows: 'Each shareholder shall have the right to attend the general meeting if he or she has obtained an admission card not later than five (5) days before the meeting.' 7b. The below proposed authorisation for the board of directors was adopted: It is proposed that the general meeting authorise the board of directors to change the articles of association, if the bank changes its share register operator before the next annual general meeting, and that this authorisation for the board of directors be inserted in article 3 of the bank's articles of association. 7c. The below proposed authorisation for the board of directors according to their judgement to take up a subordinated loan without expiration date (hybrid core capital) pursuant to the act on state capital injections into credit institutions was adopted: It is proposed that the general meeting authorise the board of directors according to their judgement to take up a standing subordinated loan without expiration date (hybrid core capital) pursuant to the act on state capital injections into credit institutions. The authorisation is to apply until 31 December 2009 or such later deadline as may be determined by the Minister of Economic and Business Affairs under the act on state capital injections into credit institutions, but not later than the last day of May 2010. The bank can take up hybrid core capital to an amount corresponding to an increase in the core capital ratio of up to three percentage points. The taking up of hybrid core capital will also be on terms specified in the act on state capital injections into credit institutions and the current ministerial order issued pursuant to this act. 7d. The below proposed authorisation for the board of directors was adopted: It is proposed that the general meeting authorise 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%). 7e. The below proposed authorisation for the board of directors or its designated appointee was adopted: It is proposed that the board of directors, or whoever the board may so designate, be authorised to report the decisions of the general meeting which have been adopted for registration, and to make such changes to the documents submitted to the Danish Commerce and Companies Agency as the Danish Commerce and Companies Agency may require or find appropriate in connection with registration of the decisions of the general meeting. News Source: NASDAQ OMX 26.02.2009 Financial News transmitted by DGAP ---------------------------------------------------------------------- Language: English Issuer: Ringkjøbing Landbobank A/S Denmark Phone: Fax: E-mail: Internet: ISIN: DK0003456952 WKN: End of News DGAP News-Service ---------------------------------------------------------------------------
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