At the Annual General Meeting, the annual report and the financial statements for 2013 were approved as was the Supervisory Board's proposal for the application of profit.
The Supervisory Board's motion to the effect that the Bank be authorised to acquire Jyske Bank shares was adopted as was the Supervisory Board's motion to adjust the remuneration of the Shareholders' Representatives.
In addition, the motions of the Supervisory Board concerning amendments to the Articles of Association were adopted, including authorisation to the Supervisory Board to increase the share capital by direct placing to BRFholding a/s, to implement other capital increases and to raise convertible loans. However, the motions under item 5.5 concerning change of the authorisation to issue employee shares and items 5.20, 5.21, 5.25, 5.26, 5.27 and 5.34 concerning future elections of members of the Bank's Shareholders' Representatives and Supervisory Board among supervisory board members of BRFholding a/s obtained a majority of the votes cast but did not obtain the necessary support from 3/4 of the voting share capital represented at the Annual General Meeting and were therefore not adopted. Since these motions were not adopted, the related motions under items 5.8, 5.22, 5.28 and 5.30-5.33 were rescinded.
In relation to the announced merger between BRFkredit and Jyske Bank, the Supervisory Board finds it important that the motion to increase the share capital by direct placing to BRFholding was adopted with an overwhelming majority. In addition, members in general meeting adopted the amendments to Jyske Bank's Articles of Association making it possible at a coming general meeting in connection with the merger to elect representatives from BRFholding to the Bank's Shareholders' Representatives.
The Supervisory Board has taken note of the fact that members in general meeting did not give the necessary support to the amendments to the Articles of Association concerning future elections of members of the Bank's Shareholders' Representatives and Supervisory Board among supervisory board members of BRFholding.
This does not change the fact that Jyske Bank's Supervisory Board fully supports an implementation of the merger. Jyske Bank and BRFkredit will now discuss the question concerning the election of supervisory board members from BRFholding, and the Bank anticipates to find a solution which is satisfactory to both parties. Hence, the merger is still expected to be implemented subject to approval from the relevant authorities.
As the members in general meeting with a right to vote represented less than 90% of the share capital, the treatment for final adoption of the proposed and adopted amendments to the Articles of Association will take place in connection with Jyske Bank’s Extraordinary General Meeting on 10 April 2014. Notice of the Extraordinary General Meeting will be given in a separate corporate announcement and will be available at the Bank’s website.
With respect to items 5.37, 5.38 and 5.39 on the agenda (motions proposed by a shareholder) only item 5.38 was approved.
Elected as new Shareholders' Representatives for the Northern Region were: Jørgen Boserup (Aalborg), Jarl Gorridsen (Ans), Lene Haaning (Nykøbing Mors), Anders Fage Jensen (Aalborg), Gunnar Lisby Kjær (Lemvig), Gert Kristensen (Nibe), Heidi Langergaard (Klarup), Arne Lassen (Herning), Jørgen Gade Nielsen (Øster Assels), Jesper Rasmussen (Herning), Thorbjørn Risgaard (Thorning), Birgitte Svenningsen (Nykøbing Mors), Jan Thaarup (Strandby), Jytte Thøgersen (Aalborg).
The twenty-eight Representatives of the Northern Region who sought re-election were all re-elected.
Deloitte Statsautoriseret Revisionspartnerselskab was re-appointed as Jyske Bank's auditors.
At the subsequent meeting of Shareholders' Representatives, Jens A. Borup and John Egebjerg-Johansen were re-elected to the Supervisory Board.
Please direct any questions regarding this announcement to the Chairman of the Supervisory Board, Sven Buhrkall, tel. +45 89 89 20 01.
