Annual General Meeting Ringkjoebing Landbobank A/S

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Ringkjoebing Landbobank A/S (0FTC) 
Annual General Meeting Ringkjoebing Landbobank A/S 
 
31-Jan-2018 / 09:56 CET/CEST 
Dissemination of a Regulatory Announcement, transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
*Agenda as per the articles of association:* 
 
*1. * *Election of chairperson* 
 
*2. The board's report on the bank's activities in the previous year* 
The board of directors proposes that the report be adopted. 
 
*3. Presentation of the annual report for approval* 
The board of directors proposes that the annual report be approved. 
 
*4. Decision on allocation of profit or covering of loss under the approved 
annual report* 
The board of directors proposes that the distribution of profit be approved. 
 
*5. Election of members of the shareholders- committee* 
The following members will be retiring: Niels Ole Hansen, Tonny Hansen, Leif 
Haubjerg, Niels Erik Burgdorf Madsen, Lars M?f¸ller, Martin Krogh Pedersen, 
Kristian Skannerup and Allan S?f¸rensen. 
 
Jens Lykke Kjeldsen will retire from the shareholders- committee due to 
the provision on age in the articles of association. 
 
The shareholders- committee and the board of directors propose re-election 
of: 
 
· Niels Ole Hansen, Ringk?f¸bing, business consultant, born 1951 
 
· Tonny Hansen, Ringk?f¸bing, college principal, born 1958 
 
· Leif Haubjerg, No, farmer, born 1959 
 
· Niels Erik Burgdorf Madsen, ?f?lgod, manager, born 1959 
 
· Lars M?f¸ller, Holstebro, municipal chief executive, born 1957 
 
· Martin Krogh Pedersen, Ringk?f¸bing, CEO, born 1967 
 
· Kristian Skannerup, Tim, manufacturer, born 1959 
 
· Allan S?f¸rensen, Ringk?f¸bing, lawyer, born 1982 
 
The shareholders- committee and the board of directors propose election 
of: 
 
· Toke Kj?f¦r Juul, Herning, manager, born 1978 
 
In recruiting and proposing candidates for the shareholders- committee, 
the committee and the board of directors have focused on ensuring diversity 
among the committee members, 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 Revisionspartnerselskab. 
 
*7. * *Authorisation of the board of directors to permit the bank to acquire 
own shares within current legislation until the next annual general meeting 
to a total nominal value of ten percent (10%) of the bank's share capital, 
such that the shares can be acquired at current market price +/- ten percent 
(10%)* 
 
The board of directors proposes that it be authorised to permit the bank to 
acquire own shares in accordance with current legislation until the next 
annual general meeting to a total nominal value of ten percent (10%) of the 
bank's share capital, such that the shares can be acquired at current 
market price +/- ten percent (10%). 
 
*8. Any proposals from the board of directors, the shareholders- committee 
or shareholders* 
 
*8a.* *Proposed amendments to the articles of association* 
 
The shareholders- committee and the board of directors propose the 
following amendments to the articles of association: 
 
*Article 2* 
 
Since the denomination is nom. DKK 1 per share, it is proposed that the 
wording of Article 2 be changed and that this should include deletion of the 
board of directors- present authorisation. 
 
*Articles 2a and 2b* 
 
An extension until 27 February 2023 of the authorisations under Articles 2a 
and 2b is proposed. This is thus an extension of one year. Besides this the 
authorisations will be on unchanged terms. 
 
*8b.* *Proposal to reduce the bank's share capital by nom. DKK 538,000 by 
cancellation of own shares* 
 
The board of directors proposes a reduction in the bank's share capital 
from nom. DKK 22,350,000 to nom. DKK 21,812,000 by cancellation of 538,000 
nom. DKK 1 shares from the bank's holding of own shares, to a nominal 
value of DKK 538,000. 
 
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, and the amount of the reduction will be used as payment to 
shareholders for shares acquired by the bank under previous authorisation of 
the board of directors by the general meeting. 
 
The share capital will consequently be reduced by nom. DKK 538,000 and the 
bank's holding of own shares will be reduced by 538,000 nom. DKK 1 shares. 
It is advised in accordance with Section 188 (2) of the Danish Companies Act 
that the shares in question were acquired for a total sum of DKK 
169,883,411, meaning that apart from the reduction in nominal capital, DKK 
169,345,411 will be paid to shareholders. 
 
The board of directors- proposed reduction of the share capital is being 
made to maintain flexibility in the bank's capital structure. 
 
If the proposal is adopted, it will mean an amendment to Article 2 and of 
Articles 2a and 2b of the bank's articles of association such that the 
amount of -22,350,000- in Article 2 is changed to -21,812,000- and 
the amount of -36,560,980- in Articles 2a and 2b is changed to 
-36,022,980-. 
 
*8c.* *Proposal for adoption of a share buy-back programme to implement a 
subsequent capital reduction* 
 
The board of directors proposes the establishment of a special share 
buy-back programme, under which the board of directors can permit the bank 
to acquire own shares up to a market value of DKK 170,000,000, but maximum 
up to 1,000,000 nom. DKK 1 shares before the next annual general meeting. 
This special share buy-back programme requires purchase of the shares at 
market price. It is also proposed that the board of directors be authorised 
to cancel or reduce the share buy-back programme if this is considered 
commercially appropriate for the bank, in the bank's long-term interest, 
or the bank's circumstances with respect to capital otherwise so require. 
The shares covered by the share buy-back programme will be acquired by the 
bank for subsequent implementation of a capital reduction. 
 
*8d. Proposed authorisation for the board of directors or its designated 
appointee* 
 
The board of directors proposes that the board of directors, or whoever the 
board may so designate, be authorised to apply the decisions which have been 
adopted at the general meeting for registration and to make such changes to 
the documents submitted to the Danish Business Authority as the Authority 
may require or find appropriate in connection with registration of the 
decisions of the general meeting. 
 
*Requirements for passing resolutions* 
 
The proposals in points 8a. and 8b. require adoption by at least two thirds 
(2/3) of both votes cast and of the share capital with voting rights 
represented at the meeting. The other proposals can be adopted by simple 
majority vote. 
 
*The size of the share capital and the shareholders- voting rights and 
date of registration - the right to attend and vote at the general 
meeting* 
 
It is advised with respect to the size of the share capital and the 
shareholders- right to vote that the share capital is nom. DKK 22,350,000 
in 22,350,000 nom. DKK 1 shares. Each shareholding up to and including nom. 
DKK 500 carries one (1) vote, and bigger shareholdings carry two (2) votes, 
which is the highest number of votes a shareholder may cast. 
 
The right to attend and vote at the general meeting may only be exercised by 
shareholders who, on the date of registration, Wednesday 21 February 2018, 
by 11:59 p.m. are listed as shareholders in the register of shareholders or 
who have submitted a request to the bank for inclusion in the register of 
shareholders by this date and the bank has received the request. 
 
*Registration for the general meeting, questions and admission cards* 
 
Registration for the general meeting can be made on the bank's website 
www.landbobanken.com or at one of the bank's branches. Shareholders or 
proxies may be accompanied by an adviser. Shareholders may ask questions in 
writing on the points on the agenda or the bank's position in general to 
be answered at the general meeting. Questions may be sent by letter to 
Ringkj?f¸bing Landbobank A/S, att.: General Management, Torvet 1, DK-6950 
Ringk?f¸bing, Denmark, or by e-mail to [e-mail]. 
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 23 February 2018, after which time admission cards can no 
longer be ordered. 
 
*Voting* 
 
Shareholders may attend and vote in person or by proxy at the general 
meeting. Postal voting is also possible before the general meeting. 
 
Shareholders may issue a proxy to the bank's board of directors or third 
party by 11:59 p.m. Friday 23 February 2018. The proxy may be issued 
electronically on InvestorPortalen at VP Investor Services, via the bank's 
website www.landbobanken.com or in writing on a proxy form which is 
available from the bank's branches. 
 
If a written proxy is used, the proxy, completed and signed, must be 
received by the bank by the above deadline, 11:59 p.m. Friday 23 February 
2018. The proxy may be sent by post to Ringkj?f¸bing Landbobank A/S, att.: 
Accounts department, Torvet 1, DK-6950 Ringk?f¸bing, Denmark by e-mail to 
[e-mail] or by fax to [phone]. 
 
Shareholders may also send a postal vote before the general meeting. Postal 
votes may be cast electronically on InvestorPortalen at VP Investor Services 

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January 31, 2018 03:56 ET (08:56 GMT)