Ringkjoebing Landbobank A/S
Articles of Association for Ringkjoebing Landbobank A/S, 22 February 2017

Ringkjoebing Landbobank A/S / Miscellaneous

08-March-2017 / 09:22 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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                  Name, registered office and object

                                Art. 1

   The bank’s name shall be ”Ringkjøbing Landbobank, Aktieselskab”.
   The bank’s domicile shall be the municipality of
   Ringkøbing-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 (Ringkjøbing Landbobank A/S) and Egnsbank Vest (Ringkjøbing
   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 21 February 2022. 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 21 February 2022. 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 København 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 Ringkøbing 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.



                     Ringkøbing, 22 February 2017


                          Board of directors:


   Jens Lykke Kjeldsen                        Martin Krogh Pedersen


   Jon Steingrim Johnsen                        Jens Møller Nielsen


      Bo Bennedsgaard                        Dan Astrup Sørensen


                 Gitte Elisa Sigersmunda Høgholm Vigsø



   Disclaimer:
   “This document is a translation of an original document in
   Danish. The original Danish text shall be the governing text for
   all purposes and in case of any discrepancy the Danish wording
   shall be applicable.”


   Click on, or paste the following link into your web browser, to
   view the associated documents
   https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=619160

News Source: NASDAQ OMX







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     Language:         English
     Company:          Ringkjoebing Landbobank A/S


                       Denmark
     ISIN:             DK0060032068
     Category Code:    MSC
     TIDM:             0FTC
     Sequence No.:     3922



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