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Notice of Extraordinary General Meeting of Jyske Bank A/S

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Jyske Bank
·7-min read
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This is to give notice of an Extraordinary General Meeting of Jyske Bank A/S, which will be held on Tuesday 27 April 2021, at 10.00 a.m. at Vestergade 8-16, 8600 Silkeborg, Denmark.

At the Annual General Meeting held on 23 March 2021, the motions to amend the Articles of Association were adopted. However, the members in General Meeting with a right to vote represented less than 90% of the share capital, wherefore the final adoption of the proposed amendments to the Articles of Association is subject to adoption at an Extraordinary General Meeting.

IMPORTANT NOTICE – coronavirus/COVID-19
We point out that due to the coronavirus/COVID-19 situation special circumstances will be involved in the holding of the General Meeting.

In order to minimise the risk of infection and to comply with the precautions of the government and the authorities, we encourage Jyske Bank’s shareholders to avoid attending the General Meeting physically, but instead take the opportunity to cast their votes either via power of attorney or postal vote.

In this context, we draw your attention to the possibility of asking questions in writing about the items on the agenda or Jyske Bank’s financial position. See more details under the item ”Questions from shareholders”.

If, contrary to expectations, the number of shareholders who want to attend the general meeting exceeds the number allowed under the social distancing rules, Jyske Bank will have to cancel the General Meeting. Jyske Bank’s management will be moderately represented at the General Meeting.

For the sake of good order, we point out that, due to the above considerations, no refreshments will be served at the General Meeting.

The AGENDA for consideration and final adoption:

a.

Motions proposed by the Supervisory Board:

1.

The authority set out in Art. 4(2) of the Articles of Association (share issue without a pre-emption right) to expire on 1 March 2026 instead of 1 March 2022. In addition, the authorisation of the General Meeting to the Supervisory Board to issue new shares without a pre-emption right will be reduced from DKK 100 m to DKK 70 m.

2.

The authority set out in Art. 4(3) of the Articles of Association (share issue with a pre-emption right) to expire on 1 March 2026 instead of 1 March 2022. In addition, the authorisation of the General Meeting to the Supervisory Board to issue new shares with a pre-emption right will be reduced from DKK 200 m to DKK 140 m.

3.

Amendment to Art. 16(1)(b) of the Articles of Association to read as follows: “up to two members for election by members in General Meeting who meet the statutory requirements in respect of relevant knowledge and special experience of supervisory board members of financial services companies, and”

b.

In connection with the proposed amendments to the Articles of Association, the Supervisory Board proposes that the members in General Meeting authorise the Supervisory Board to make such amendments as may be required by the Danish Business Authority in connection with registration of the Articles of Association.

c.

Any other business.

Reference to Jyske Bank's website for further information
Where in this notice of a General Meeting, reference is made to Jyske Bank's website for further information, this link can be used: https://investor.jyskebank.com/investorrelations/generalmeetings.

Size of the share capital, voting rights of the shareholders and registration date
Jyske Bank's share capital is DKK 725,607,780, comprising shares at a face value of DKK 10. Any share amount of DKK 10 shall carry one vote, provided always that 4,000 votes are the highest number of votes any one shareholder may cast on his own behalf. Voting rights can only be exercised by shareholders or their proxies. For the voting right of a share to be exercised, the share shall be registered in the name of the holder in Jyske Bank's register of shareholders not later than on the day of registration, which is 20 April 2021, or the title to such share shall be notified and documented to Jyske Bank within that same time limit.

Proxy and postal vote
Shareholders may as from 31 March to 23 April 2021 give voting instructions, appoint Jyske Bank's Supervisory Board or a third party as proxy either electronically or by means of the Power of Attorney form.

Shareholders may attend the General Meeting by proxy and cast their votes by proxy.

In addition, shareholders may as from 31 March to 26 April 2021, at 10.00 a.m. cast postal votes either electronically or by means of a form.

Proxies may be appointed or postal votes may be cast electronically at the Investor Portal via Jyske Bank's website. A form for the appointment of proxies or for casting postal votes is available at one of Jyske Bank's branches or can be downloaded from Jyske Bank's website. Where the form is used, please forward the completed and signed form either by post to VP Securitas A/S, Weidekampsgade 14, DK-2300 Copenhagen S or by email to vpinvestor@vp.dk. The form must reach VP Securitas A/S by the above-mentioned deadlines, and proxies must have been appointed or postal votes must have been cast electronically by the same deadlines.

Custodian bank
Jyske Bank’s shareholders may choose Jyske Bank A/S as their custodian bank in order to exercise their financial rights through Jyske Bank A/S.

Questions from shareholders
Shareholders may ask questions in writing about the items of the agenda or Jyske Bank’s financial position. Please send questions to Jyske Bank A/S, Juridisk Afdeling, Vestergade 8-16, DK-8600 Silkeborg or by email to Juridisk@jyskebank.dk. Questions and answers will be presented at the General Meeting. At the General Meeting, the management will also answer questions from the shareholders about matters of importance for the financial situation of Jyske Bank and questions for consideration at the General Meeting.

Additional information
The following documents and information can be downloaded from Jyske Bank's website or can be ordered from Jyske Bank's branches from 31 March 2021:
1. Notice of General Meeting.
2. The total number of shares and voting rights at the date of the notice.
3. Agenda and full wording of motions.
4. The forms to be used when voting by proxy or by postal vote.

Admission card
Due to the special circumstances concerning the coronavirus/COVID-19 situation, we encourage Jyske Bank’s shareholders to avoid attending the General Meeting physically, but instead take the opportunity to cast their votes either via power of attorney or postal vote.

Shareholders who wish to attend the General Meeting and cast their votes must acquire an admission card. Admission cards for the General Meeting can be ordered at the Investor Portal via Jyske Bank's website or from any of Jyske Bank's branches from 31 March 2021 and must be ordered by Friday 23 April 2021 at the latest.

Jyske Bank will like previous years send admission cards via email. Therefore, you must - if you have not already registered your email address at InvestorPortalen - register your email address when you order your admission card. After registration, you will receive an electronic admission card which you may simply show on your smart phone or tablet when you attend the General Meeting. Unless you have appointed a proxy, you will receive your voting card upon presentation of your admission card. If, when you order your admission card, you do not choose to receive this via email, you will instead receive it by post.

For the sake of good order, we point out that no refreshments can be expected to be served at the Extraordinary General Meeting.

Silkeborg, 29 March 2021

The Supervisory Board

Attachment