Resolutions at Vestjysk Bank A/S’ Annual General Meeting on 20 March 2018

Nasdaq Copenhagen A/S


20 March 2018


Resolutions at Vestjysk Bank A/S’ Annual General Meeting on 20 March 2018

At the Annual General Meeting of the Bank on 20 March 2018, the report from the Board of Directors and the audited annual report for 2017 were approved, and the proposal from the Board of Directors to distribute profit in accordance with the approved annual report was adopted.

The proposal for remuneration for the current financial year of members of the Board of Directors was adopted. Members of the Board of Directors receive DKK 150,000, the chairman receives DKK 400,000 and the vice-chairman receives DKK 250,000. The chairman of the audit committee and the risk committee, respectively, receives a supplement of DKK 50,000 per chairmanship, while the chairman of the nomination committee and the remuneration committee receives a supplement of DKK 25,000 per chairmanship. Members of the audit committee and the risk committee receive a supplement of DKK 25,000 per membership, while members of the nomination committee and the remuneration committee receive a supplement of DKK 10,000 per membership.

The election periods of all members of the Board of Directors elected by the general meeting expired at the Annual General Meeting. The proposal from the Board of Directors to re-elect Vagn Thorsager as chairman of the Board, re-elect Lars Holst as vice-chairman of the Board, re-elect Bent Simonsen and Karina Boldsen as well as to elect Claus Okholm and Bolette van Ingen Bro as new members to the Board of Directors was adopted.

PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab was re-elected as the Bank's auditor.

The proposal from the Board of Directors to renew and increase the authorisations of the Board of Directors in Articles 9.10-9.12 of the Articles of Association was adopted. Accordingly, the Board of Directors is authorised until 20 March 2023 to increase the Bank’s share capital by up to DKK 90,000,000 at market price without pre-emptive subscription rights for the Bank’s shareholders and by up to DKK 90,000,000 at minimum par value with pre-emptive subscription rights for the Bank’s shareholders. The authorisations can together be used to increase the share capital by a maximum of nominally DKK 90,000,000.

The Board of Directors’ proposals for amendments to the Articles of Association, including deletion of the Articles of Association’s provisions on state-funded hybrid loan capital, deletion of the authorisation to the Board of Directors in Article 9.13 of the Articles of Association to issue convertible bonds, deletion of the authorisation to the Board of Directors in Article 9.14 of the Articles of Association to increase the Bank’s share capital, deletion of the age limit for members of the Board of Directors, amendment of the requirement for notification of participation in the Bank’s general meetings and amendment of the time of the Bank’s Annual General Meeting were adopted.  

The general meeting authorised the Board of Directors until 20 March 2023 to let the Bank acquire own shares at a nominal value of up to 10 percent of the Bank’s share capital, provided that the Bank's total holding of own shares at no point exceeds 10 percent of the share capital. The purchase price for the shares in question cannot deviate by more than 10 percent from the price listed at Nasdaq Copenhagen at the time of the acquisition.

The general meeting authorised the chairman of the general meeting to make the necessary registrations of the resolutions passed by the general meeting with the Danish Business Authority.



Vestjysk Bank A/S


The Board of Directors



Vestjysk Bank A/S
Torvet 4-5
DK-7620 Lemvig
Denmark
Phone +45 96 63 20 00

CVR no. 34631328
www.vestjyskbank.dk

Company annoucement - Resolutions at Vestjysk Bank AS Annual General Meeting on 20 March 2018