Minutes of the annual general meeting held on 1 March 2023
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Date: 1 March 2023
Minutes of the annual general meeting held on 1 March 2023
The bank held its Annual General Meeting (AGM) today, Wednesday, 1 March 2023, with the agenda as previously published.
Minutes of the AGM as per the items on the agenda.
The chairman of the board of directors, Martin Krogh Pedersen, opened the general meeting and welcomed the attendees.
1. Election of chairperson
Allan Østergaard Sørensen, attorney-at-law, of Ringkøbing, deputy chairman of the shareholders’ committee, was elected chairman of the AGM.
2. The board's report on the bank’s activities in the previous year
Martin Krogh Pedersen, chairman of the board of directors, presented the board's report on the bank’s activities during the previous year.
The board's report was noted.
3. Presentation of the annual report for approval, and
4. Decision on allocation of profit or covering of loss under the approved annual report
John Fisker, CEO, presented the annual report for 2022 for approval and explained the proposed profit allocation.
The annual report for 2022 was approved.
The AGM resolved to distribute the total comprehensive income for the year as follows (thousand DKK):
| Appropriated for ordinary dividend, DKK 7 per share | 198,658 | |
| Appropriated for charitable purposes | 2,000 | |
| Transfer to net revaluation reserve under the equity method | -37 | |
| Transfer to retained earnings | 1,296,387 | |
| Total | 1,497,008 | |
5. Consultative vote on the remuneration report
As part of his presentation of the board's report on the bank’s activities during the previous year, Martin Krogh Pedersen, chairman of the board of directors, presented the remuneration report for 2022 for a consultative vote.
The remuneration report for 2022 was approved.
5.a. Remuneration policy
As part of his presentation of the board's report on the bank’s activities during the previous year, Martin Krogh Pedersen, chairman of the board of directors, presented an updated remuneration policy for approval.
The updated remuneration policy was approved.
6. Election of members to the shareholders’ committee
The following members retired in rotation: Per Lykkegaard Christensen, Ole Kirkegård Erlandsen, Thomas Sindberg Hansen, Kim Jacobsen, Kasper Lykke Kjeldsen, Poul Kjær Poulsgaard, Jørgen Kolle Sørensen and Lasse Svoldgaard Vesterby.
In addition, Henrik Lintner must retire from the shareholders’ committee due to the age rule in the articles of association.
Finally, Toke Kjær Juul had advised that he wished to resign from the shareholders’ committee.
Martin Krogh Pedersen, chairman of the board of directors, presented the recommendation, made by the shareholders' committee and the board of directors, regarding elections of members to the shareholders’ committee.
The following members were re-elected to the shareholders’ committee:
- Per Lykkegaard Christensen, farmer, Hjallerup, born 1959
- Ole Kirkegård Erlandsen, butcher, Snejbjerg, born 1962
- Thomas Sindberg Hansen, grocer, Kloster, born 1978
- Kim Jacobsen, manager, Aalborg, born 1969
- Kasper Lykke Kjeldsen, timber merchant, Højbjerg, born 1981
- Poul Kjær Poulsgaard, farmer, Madum, born 1974
- Jørgen Kolle Sørensen, car dealer, Hvide Sande, born 1970
- Lasse Svoldgaard Vesterby, manager, Ringkøbing, born 1978
The following new members were elected to the shareholders’ committee:
- Lotte Littau Kjærgård, manager, Holstebro, born 1969
- Christina Ørskov, manager, Gærum, born 1969
7. Election of one or more auditors
The chair, Allan Østergaard Sørensen, presented the recommendation of the shareholders' committee, the board of directors and the audit committee to re-elect Revisionsfirmaet PricewaterhouseCoopers, Statsautoriseret Revisionspartnerselskab.
The shareholders re-elected the auditor:
- Revisionsfirmaet PricewaterhouseCoopers, Statsautoriseret Revisionspartnerselskab
8. Authorisation for the board of directors to permit the bank to acquire its own shares
The chair, Allan Sørensen, presented the board of directors’ proposal for the authorisation.
The authorisation of the board of directors proposed below was adopted:
‘The board of directors proposes that it be granted authorisation to permit the bank to acquire its own shares, in accordance with current legislation, until the next annual general meeting, to a total nominal value of ten per cent (10%) of the share capital, such that the shares can be acquired at current market price plus or minus ten per cent (+/- 10%) at the time of acquisition.’
9. Any proposals from the board of directors, the shareholders’ committee or shareholders
9.a. Proposed amendments to the articles of association
The chair, Allan Østergaard Sørensen, explained the amendments to the articles of association proposed by the shareholders' committee and the board of directors.
The amendments to the articles of association, as stated in the full proposals, were adopted.
9.b. Proposal to reduce the bank’s share capital by nom. DKK 888,327 by cancellation of its own shares
The chair, Allan Østergaard Sørensen, presented the board of directors’ proposal for a reduction of the bank’s share capital.
The following proposal for the reduction of the share capital and the amendment of the articles of association was adopted:
‘The board of directors proposes a reduction in the bank’s share capital from nom. DKK 28,379,666 to nom. DKK 27,491,339 by cancellation of 888,327 nom. DKK 1 shares from the bank’s holding of its own shares of a nominal value of DKK 888,327.
Please note that, in accordance with Section 188(1) of the Danish Companies Act, the purpose of the reduction in the bank’s share capital is payment to shareholders. The amount of the reduction has been used as payment to shareholders for shares acquired by the bank under the authorisation previously granted to the board of directors by the general meeting.
The share capital will consequently be reduced by nom. DKK 888,327 and the bank’s holding of its own shares will be reduced by 888,327 nom. DKK 1 shares. Please note that, in accordance with Section 188(2) of the Danish Companies Act, the shares in question were acquired for a total sum of DKK 737,941,595. This means that, apart from the reduction in nominal capital, DKK 737,053,268 has been paid to shareholders.
The purpose of the board of directors’ proposed reduction of the share capital is to maintain flexibility in the bank’s capital structure.
If the proposal is adopted, the following changes will be made to articles 2, 2a, 2b and 2c of the articles of association:
Art. 2: The amount of “28,379,666” will be changed to “27,491,339”, Art. 2a: The amount of “5,675,933” will be changed to “5,498,267”, Art. 2b: The amount of “2,837,966” will be changed to “2,749,133”, and Art. 2c: The amount of “5,675,933” will be changed to “5,498,267”.’
9.c. Proposed authorisation for the board of directors or its designated appointee
The chair, Allan Østergaard Sørensen, presented the board of directors’ proposal for authorisation of the board of directors or its appointee.
The following proposed authorisation of the board of directors or its appointee was adopted:
‘The board of directors proposes that the board of directors, or its appointee, be authorised to report 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.’
Yours faithfully
Ringkjøbing Landbobank
John Fisker
CEO
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