Notice calling an extraordinary general meeting of Vestjysk Bank A/S

The board of directors hereby calls an extraordinary general meeting of Vestjysk Bank A/S, CVR no. 34 63 13 28, ("Vestjysk Bank") to be held on 13 January 2021 at 10.00 a.m. in Lemvig Idræts- & Kulturcenter, Christinelystvej 8, DK-7620 Lemvig.

Agenda

1. The board of directors' oral account of the merger between Vestjysk Bank and Den Jyske Sparekasse A/S, CVR no. 39 17 84 43, ("Den Jyske Sparekasse") with Vestjysk Bank as the surviving bank, and a presentation of the written merger statement of 26 November 2020
2. Proposed resolution to implement the merger between Vestjysk Bank and Den Jyske Sparekasse in accordance with the merger plan and merger statement of 26 November 2020, including election of members to the board of directors
3. Proposed resolution to grant authorisation to the chairman of the meeting
4. Any other business

IMPORTANT NOTICE IN RELATION TO COVID-19:

In the interest of keeping everyone safe and reducing the risk of spreading COVID-19, the bank draws your attention to the fact that the shareholders may exercise the option to vote by proxy or by post before the general meeting instead of attending physically.

The bank kindly requests that shareholders submit their questions in writing before the extraordinary general meeting. Accordingly, questions to the agenda or the documents to be transacted at the general meeting must be received no later than on 10 January 2021. Written questions may be sent by email to . If shareholders elect to attend physically, the bank requests that such shareholders do not bring any companion/advisor.

The general meeting will be held in accordance with public authority recommendations and guidelines and no refreshments will be served at the general meeting.

If, in the light of the Danish government's initiatives and measures in relation to COVID-19, it is not possible to hold the general meeting by physical attendance as planned according to this notice, the extraordinary general meeting will instead be held as a completely electronic general meeting. In that case, the general meeting will be held on 13 January 2021 at 10.00 a.m. as planned, but only online/live streaming and without the possibility of physical attendance. In that case, more detailed information in that respect will be sent to the shareholders before the general meeting.

We recommend that the shareholders visit the bank's website immediately before the general meeting to clarify whether special measures are to be taken or any other restrictions affect the general meeting.

The complete proposed resolutions are attached and constitute part of this notice.

Special adoption requirements

Adoption at the general meeting of the proposed merger between Vestjysk Bank and Den Jyske Sparekasse and the proposed resolutions to amend the articles of association in that connection is only valid if the proposed resolution is adopted by at least two-thirds of the votes cast of the voting share capital represented at the general meeting, see article 8.8 of the articles of association.

As the resolutions to amend the articles of association set out in item 2 have been proposed by the board of directors, the quorum requirement set out in the first and second paragraphs of article 8.8 does not apply to these proposed resolutions.

Share capital, voting rights and registration date

Vestjysk Bank's nominal share capital is DKK 895,981,517, divided into shares of DKK 1 or multiples thereof. Each share of DKK 1 carries 1 vote, see article 8.2 of the articles of association.

The right to attend and vote at general meetings is conferred on shareholders who, one week before the general meeting, i.e. on 6 January 2021 (the date of registration), are listed as shareholders in the register of shareholders or have sent a request to the bank by such date for the purpose of being registered in the register of shareholders and such request has been received by the bank. The right to attend the general meeting is also subject to notice of attendance being given to the bank no later than 3 days before the general meeting, i.e. no later than on 10 January 2021.

Agenda and documents

Immediately after the announcement of this notice (and no later than on 23 December 2020), (i) the notice calling the general meeting; (ii) the total number of shares and voting rights at the date of the notice calling the general meeting; (iii) the agenda and the complete proposed resolutions; and (iv) the proxy form and the postal vote form will be available for inspection by the shareholders on the bank's website .

This notice with the agenda and the complete proposed resolutions have been sent on the same day to all registered shareholders having made a request to that effect.

Moreover, the following documents to be presented at the annual general meeting will be available on the bank's website :

• Joint merger plan of 26 November 2020 under section 237 of the Danish Companies Act
• Joint merger statement of 26 November 2020 under section 238 of the Danish Companies Act
• Draft updated articles of association of Vestjysk Bank
• Audited interim balance sheets for Vestjysk Bank and Den Jyske Sparekasse as at 30 September 2020
• Statements by the valuation experts on the merger plan under section 241 of the Danish Companies Act
• Declarations by the valuation experts on the creditors' position under section 242 of the Danish Companies Act
• Annual reports for 2017, 2018 and 2019 for Vestjysk Bank and Den Jyske Sparekasse

A merger announcement will be published before the general meeting.

Registration, questions and admission cards

Shareholders may register for the general meeting on the bank's website or via VP Securities on . Shareholders must register no later than on 10 January 2021.

The shareholders are entitled to be represented at the general meeting by a proxy and may be accompanied by an advisor. The shareholders may ask questions in writing to the agenda items or the other documents submitted to be answered at the general meeting. Questions may be sent by email to no later than on 10 January 2021.

Admission cards will be sent electronically by the bank on request.

Shareholders or guests who have registered for the general meeting on time, but who have not received their admission cards or guest cards before the general meeting may receive a printout of the admission card/guest card at the entrance.

Casting of votes

Shareholders may attend and vote in person or by proxy at the general meeting. The shareholders may elect to grant a proxy to the board of directors or another named third party. 

If the shareholder attends the general meeting by proxy, the proxy must provide proof of its right to attend the general meeting by presenting documentation for the application for registration and by presenting a written and dated instrument of proxy.

No later than 3 weeks before the general meeting, forms to be used for voting by proxy will be published on the bank's website The instrument of proxy may be submitted electronically on the bank's website . Instruments of proxy must be received by the bank no later than on 10 January 2021.

The shareholders may also vote by post before the general meeting. No later than 3 weeks before the general meeting, postal vote forms will be published on the bank's website Postal votes may be submitted via the bank's website or by sending a postal vote by email to . Postal votes must be received by the bank no later than on 12 January 2021 at 12.00 noon. A postal vote received by the bank cannot be withdrawn.

Personal data

For more information on how Vestjysk Bank collects and processes personal data, reference is made to the bank's website (/om-banken/aftaler-og-vilkaar/brug-af-vestjyskbank-dk/persondatapolitik), where the bank's policy on processing of personal data and personal data protection are available.

10 December 2020

Vestjysk Bank A/S

Board of directors

Vestjysk Bank A/S

Torvet 4-5

DK-7620 Lemvig

Telephone

CVR no. 34 63 13 28

Attachment