At Vestjysk Bank A/S's ("Vestjysk Bank") extraordinary general meeting held on 13 January 2021, the following was adopted in accordance with the items on the agenda.
The general meeting took note of the board of directors' oral account of the merger between Vestjysk Bank and Den Jyske Sparekasse A/S ("Den Jyske Sparekasse").
The board of directors had proposed the following resolutions which were approved by the general meeting:
Proposed resolution to implement the merger between Vestjysk Bank and Den Jyske Sparekasse with Vestjysk Bank as the surviving bank on the terms presented at the general meeting and which were included in the documents relating to the merger, including the following:
Transfer of Den Jyske Sparekasse's total assets, liabilities, rights and obligations to Vestjysk Bank.
Increase of Vestjysk Bank's share capital by a nominal value of DKK 337,591,984 to the effect that Vestjysk Bank's share capital amounts to a nominal value of DKK 1,233,573,501, divided into 1,233,573,501 shares of a nominal value of DKK 1, after the capital increase and amendment to article 3.1 of the articles of association as a result thereof.
Adoption of new secondary names for Vestjysk Bank and amendment of article 1.2 of the articles of association as a result thereof.
Change of the number of members of the board of directors and amendment of article 9.1 of the articles of association as a result thereof.
Change of the number of members of the executive board and amendment of article 10.1 of the articles of association as a result thereof.
Addition of a new article in the articles of association regarding establishment of a voluntary scheme with respect to employee representatives on the board of directors.
Change of the place at which the annual general meeting must be held so that it must be held at a municipality at which the bank has a branch and amendment of article 6.1 of the articles of association as a result thereof.
Addition of an undistributable savings bank reserve as a result of Vestjysk Bank taking over and continuing Den Jyske Sparekasse's undistributable savings bank reserve and addition of a new paragraph in the articles of association as a result thereof.
Change of the numbering of articles in the articles of association as a result of the proposed resolutions under (f) and (h).
Election of members of the board of directors, thereby re-electing the board members Kim Duus, Lars Holst, Claus Jensen, Bent Simonsen and Bolette van Ingen Bro to the board of directors. Niels Fessel, Lars Langhoff, Jan Nordstrøm and Hanne Træholt Odegaard were elected as new members of the board of directors, and election of chairman of the board of directors, thereby re-electing Kim Duus, and election of vice-chairman, thereby electing Niels Fessel.
Accordingly, the board of directors elected Kim Duus as chairman of the board of directors and Niels Fessel as vice-chairman of the board of directors of Vestjysk Bank following the extraordinary general meeting.
Authorisation for the chairman of the meeting – with a right of delegation – to file the resolutions passed with the Danish Business Authority and to make any amendments and additions thereto required by the Danish Business Authority or other public authorities.
Minutes of the general meeting will be made available on Vestjysk Bank's website www.vestjyskbank.dk no later than two weeks from today.
Completion of the merger between Vestjysk Bank and Den Jyske Sparekasse is still subject i) approval at the extraordinary general meeting of Den Jyske Sparekasse to be held today at 4 pm CET and ii) receipt of the Danish Financial Supervisory Authority's final approval for the proposed merger in accordance with section 204 of the Danish Financial Business Act which is expected on 14 January 2021.
13 January 2021
Vestjysk Bank A/S
Board of directors
Vestjysk Bank A/S
Telephone +45 96 63 20 00
CVR no. 34 63 13 28