Annual general meeting Ringkjoebing Landbobank A/S

Ringkjoebing Landbobank A/S  / Notice of AGM

01.02.2012 13:57

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The bank's annual general meeting will be held at 5.00 p.m. Wednesday 29
February 2012 
in the ROFI Centre, Kirkevej 26, Rindum, 6950 Ringkoebing.
Agenda according to the articles of association:

1.     Election of chair person.

2.     The board's report on the bank's activities in the previous year.

3.     Presentation of the annual report for approval
        The board of directors proposes approval of the report.

4.     Decision on use of profit or covering of loss under the approved annual
report 

5.     Election of members of the shareholders' committee
        Departing after their terms: Else Kirkegaard Hansen, Per Dam, Jens
Arnth-Jensen and Claus Dalgaard. 

        The committee and the board of directors propose re-election of:

  -- Else Kirkegaard Hansen, lecturer, Ringkoebing, born 1954
  -- Per Dam, accountant, Ulfborg, born 1952 
  -- Jens Arnth-Jensen, manager, Holte, born 1948
  -- Claus Dalgaard, manager, Ringkoebing, born 1962

In recruiting and proposing candidates for the shareholders' committee and the
board of directors, the committee and the board have focused on ensuring
diversity among the members of the shareholders' committee, including in
relation to business experience, professional qualifications and expertise, age
etc. 

6.      Election of one or more auditors
         The shareholders' committee and the board of directors propose
re-election of PricewaterhouseCoopers, Statsautoriseret Revisionsaktieselskab. 

7.      Authorisation of the board of directors - up to the next annual general
meeting and in accordance with applicable legislation - to permit the bank to
acquire own shares to a total nominal value of 10% of the bank's share capital
such that the shares can be acquired at the current list price +/- 10% 

         The board of directors proposes that it be authorised - up to the next
annual general meeting and in accordance with applicable legislation - to
permit the bank to acquire own shares to a total nominal value of 10% of the
bank's share capital such that the shares can be acquired at the current list
price +/- 10%. 

8.      Proposals from the board of directors, the shareholders' committee or
shareholders 

8a. Proposed amendment to the articles of association

1
Extension of the board's authorisation - following consultation with the
shareholders' committee - to increase the share capital by nom. DKK 14,210,980
in one or more stages up to 24 February 2017. The authorisation is on unchanged
terms. An extension of one year is thus proposed. 

2. Change to the form of giving notice of meetings
Change to the form of giving notice of meetings in Article 5(3) of the articles
of association, following which Art. 5(3) will be worded as follows: 

'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.' 

3. Deadline for notice of meeting
Change of the deadline in Article 5(6) of the articles of association from two
to three weeks, following which Art. 5(6) will be worded as follows: 

'The agenda and all proposals intended for presentation to 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 date. In the case of the annual
general meeting, the annual report including auditor's report and management
report and any consolidated accounts shall also be made available. The annual
report shall be sent to all listed shareholders who have so requested.' 

8b. Proposed reduction of the bank's share capital by nom. DKK 500,000 by
cancellation of own shares 

The board of directors proposes reduction of the bank's share capital from nom.
DKK 25,200,000 to nom. DKK 24,700,000 by cancellation of 100,000 nom. DKK 5
shares from the bank's holding of own shares to a nominal value of DKK 500,000. 

It is advised in accordance with Section 188(1) of the Danish Companies Act
that the object of the reduction in the bank's share capital is payment to
shareholders, the amount of the reduction being used for payment to
shareholders as compensation for shares acquired by the bank under previous
authorisation to the board of directors by the general meeting. 

The share capital will consequently be reduced by nom. DKK 500,000, and the
bank's holding of own shares will be reduced by 100,000 DKK 5 shares. It is
advised in accordance with Section 188(2) of the Companies Act that these
shares will be acquired to a total sum of DKK 60.9 million, meaning that apart
from the reduction in nominal capital, DKK 60.4 million will be paid to
shareholders. 

The board of directors' proposed reduction of the share capital is being made
in order to maintain flexibility in the bank's capital structure. 

If the proposal is approved, the following change to Art. 2(1) of the articles
of association will be required, to take effect from the date of the capital
reduction: 

'The bank's share capital shall be nom. DKK 24,700,000 in shares of nom. DKK 1
or multiples thereof, to a maximum of nom. DKK 20.' 

8c. Proposed buy-back programme for subsequent capital reduction
Establishment of a special buy-back programme is proposed, under which the
board of directors can have the bank acquire up to 100,000 own nom. DKK 5
shares before the next annual general meeting. The special buy-back programme
requires purchase of the shares at market price. The board of directors will be
authorised to cancel or reduce the buy-back programme as deemed appropriate, or
the bank's capital situation so requires. The shares covered by the buy-back
programme will be acquired by the bank for a subsequent capital reduction. 

The proposal in point 8a and 8b requires approval by at least two thirds of
both votes cast and the share capital with voting rights represented at the
meeting. The remaining proposals can be adopted by simple majority vote. 

The annual report and all proposals for amendments to the articles of
association will be made available for inspection by shareholders in the bank's
branches on Wednesday 1 February 2012. 

It is advised with respect to a description of the magnitude of the share
capital and shareholders' voting rights pursuant to Section 96(2) of the
Companies Act that the share capital is nom. DKK 25,200,000 in 5,040,000 nom.
DKK 5 shares. Shareholders' right to vote is governed by Art. 9a of the
articles of association, which specified inter alia that each share-holding of
up to and including nom. DKK 500 carries the right to one vote, and amounts
thereover two votes, which is the highest number of votes a shareholder can
give. The date of registration is Wednesday 22 February 2012. A copy of the
bank's articles of association is available at all the bank's branches and on
the bank's website at www.landbobanken.dk. 

Registration for the general meeting can be made on the bank's website at
www.landbobanken.dk or on application in one of the bank's branches.
Considerations of space require the ordering of an admission card for the
general meeting in accordance with the bank's articles of association by 11.59
p.m. Friday 24 February 2012, after which admission cards cannot be ordered. 



                          Ringkoebing, 1 February 2012

                      On behalf of the board of directors

                           Jens L. Kjeldsen, chairman

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Language:           English
Company:            Ringkjoebing Landbobank A/S
                    
                     
                    Dänemark
Phone:              
Fax:                
E-mail:             
Internet:           
ISIN:               DK0060032068
Category Code:      NOA
LSE Ticker:         0FTC
Sequence Number:    979
Time of Receipt:    Feb 01, 2012 13:57:02
 
End of Announcement                             DGAP News-Service
 
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