Sydbank’s Annual General Meeting will be held on Thursday 21 March 2019 at 3:00pm in Sønderjyllandshallen, H.P. Hanssensgade 7, 6200 Aabenraa, Denmark.
Agenda according to Article 8 of the Articles of Association:
1. Report of the Board of Directors on the Bank’s activities in 2018.
2. Submission of the audited annual report including the auditors’ report for adoption.
3. Motion for the allocation of profit or cover of loss according to the adopted annual report.
4. Election of members to the Shareholders’ Committee.
5. Appointment of auditors.
The Board of Directors proposes the reappointment of Ernst & Young, Godkendt Revisionspartnerselskab in accordance with the recommendation of the Audit Committee. The Audit Committee has in no way been influenced by third parties or been subjected to any agreement with a third party which would limit the general meeting’s appointment of certain auditors or audit firms.
6. Motions submitted by the Board of Directors or shareholders:
a) The Board of Directors proposes that the Bank’s share capital be reduced by DKK 59,169,540 to DKK 617,540,000. The capital reduction will be effected as a payment to shareholders and will be implemented by cancelling 5,916,954 shares of DKK 10 each purchased during the Bank’s share buyback programme in 2018. Payment will be at a premium of 198.54 corresponding to the average repurchase price during the share buyback programme.
A resolution will imply the following amendment to Article 2 (1) of the Articles of Association:
“The share capital of the Bank is DKK 617,540,000 divided into shares in denominations of DKK 10. The share capital is fully paid up.”
b) The Board of Directors proposes that the term of office as regards members of the Board of Directors in Article 16 (3) of the Articles of Association be changed from 3 years to 1 year.
7. Sydbank’s Board of Directors is authorised to allow the Bank to acquire own shares at a total value of up to 10% of the Bank’s share capital. The price paid for shares may not differ by more than 10% from the price quoted on Nasdaq Copenhagen at the time of purchase. The authorisation is effective until the next Annual General Meeting.
8. Any other business.
Appendices to the agenda
The complete proposals, the list of candidates for the Shareholders’ Committee and the remaining appendices to the agenda items are available via the links in the side panel.
Share capital and voting rights at 20 February 2019
Sydbank’s share capital: DKK 676,709,540
Number of shares: 67,670,954.
Voting rights: 67,670,954
Shareholders are entitled to attend and to raise questions at the General Meeting and to vote according to the number of shares held by a shareholder on the date of registration, which is 14 March 2019.
Instruments of proxy
It is possible to issue an instrument of proxy – either electronically via the InvestorPortal or by printing and completing the form.
The form must be sent to VP Investor Services A/S. The address is stated on the form. The Bank/the chairman of the General Meeting reserves the right to reject the instrument of proxy if the form has not been filled in correctly.
Instruments of proxy must have been received by VP Investor Services A/S no later than 15 March 2019.
Shareholders may vote by postal vote – either electronically via the InvestorPortal or by printing and completing the form.
The form must be sent to VP Investor Services A/S. The address is stated on the form. The Bank/the chairman of the General Meeting reserves the right to reject postal votes if the form has not been filled in correctly.
Postal votes must have been received by VP Investor Services A/S no later than 4:00pm, 19 March 2098.
Shareholders who wish to attend the General Meeting must have an admission card. Admission cards can be ordered via the link to the InvestorPortal or at all Sydbank branches no later than Friday 15 March 2019.
Admission cards will be sent to registered shareholders by email or by post.