On 18 March 2014 at 15:30 CET, the Annual General Meeting ("AGM") of Nykredit Bank A/S (CVR no 10 51 96 08) was held at the Company's offices at Kalvebod Brygge 1-3, DK-1780 Copenhagen V.
The agenda was as follows: 1. The Directors' report on the operations of the Company during the preceding financial year 2. The audited Annual Report for adoption 3. Resolution on the discharge of the Executive Board and Board of Directors 4. Proposal for the allocation of profit or loss according to the adopted Annual Report 5. Any other proposals submitted by the Board of Directors and proposals which according to Article 9 may have been submitted by shareholders
A proposal amending Article 19(1) had been submitted, which resulted in the following wording:
"The Board of Directors appoints an Executive Board of up to four members, which is to manage the Company's day-to-day operations. A managing director cannot be a member of the Company's Board of Directors."
6. Election of Directors 7. Appointment of auditors 8. Presentation of remuneration policy for adoption.
Pursuant to Article 14 of the Articles of Association, the Board of Directors elected Elisabeth Stamer, Attorney, as Chairman of the Meeting. She established, that the entire capital was represented,
that notice of the AGM had been given to the only registered shareholder, Nykredit Realkredit A/S, by letter dated 21 February 2014 and again by letter dated 14 March 2014 with a revised agenda, and
that the Annual Report 2013, including Auditors' Report as well as the re-vised agenda of the AGM and the complete proposals, had been available for inspection by the shareholder at the Company's offices the last two weeks and the last two days, respectively, prior to the AGM.
With the consent of the attendees, the Chairman of the Meeting announced that the AGM was lawful and formed a quorum in all respects irrespective of the revision of the agenda on 14 March 2014 in accordance with the above agenda.
Re item 1: With reference to the Company's Annual Report 2013 and on behalf of the Board of Directors, the Chairman gave a report on the operations of the Company in the preceding financial year, including an account of the remuneration of the Board of Directors and Executive Board in 2013 and future financial years.
Re item 2: Bjørn Mortensen, Managing Director, presented the Annual Report for the year ended 31 December 2013. The Annual Report including Auditors' Report was adopted unanimously and by all votes.
Re item 3: The Executive Board and Board of Directors were granted dis-charge unanimously and by all votes.
Re item 4: The proposal for allocation of profit or cover of loss in accor-dance with the Annual Report was adopted unanimously and by all votes.
Re item 5: The Board of Directors had submitted a motion amending the Company's Articles of Association. Hence, the wording of Article 19(1) has been amended as follows:
"The Board of Directors appoints an Executive Board of up to four members, which is to manage the Company's day-to-day operations. A managing director cannot be a member of the Company's Board of Directors."
The AGM adopted the proposal to amend the Articles of Association unanimously and with all votes.
Re item 6: In accordance with Article 17 of the Articles of Association, members of the Board of Directors are elected for one year at a time.
The AGM was informed that Karsten Knudsen and Per Lade-gaard did not stand for re-election and therefore retired from the Board of Directors by the end of March 2014.
The Board of Directors proposed Michael Rasmussen, Group Chief Executive, as a new board member with effect from 1 April 2014. Further, it proposed that Søren Holm, Kim Duus and Bente Overgaard be re-elected. The AGM adopted the motion for re-elections unanimously and with all votes.
The Board of Directors now consists of:
- Michael Rasmussen, Group Chief Executive
- Søren Holm, Group Managing Director
- Henrik Kæthius Asmussen (staff-elected), Head of Frequent Issuer Desk
- Olav Brusen Barsøe (staff-elected), Wealth Management Adviser
- Kim Duus, Group Managing Director
- Allan Kristiansen (staff-elected), Chief Account Manager
- Bente Overgaard, Group Managing Director
Re item 7: The re-appointment of the accounting firm Deloitte Statsautoriseret Revisionspartnerselskab was approved unanimously and by all votes.
Re item 8: The Chairman referred to the remuneration policy proposed for the Company by the Board of Directors, which was approved unanimously and by all votes.
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Finally, the AGM authorised, unanimously and by all votes, the Chairman of the Meeting to take all such steps as deemed necessary or appropriate to implement the resolutions made, including to make such adjustments to the documents prepared as required by the Danish Financial Supervisory Authority, the Danish Business Authority or other authorities as a condition of registration or approval or merely proposed as appropriate.
As there was no further business to be transacted, the Annual General Meeting ended.
The Annual General Meeting was adjourned.
____________________________ Elisabeth Stamer Chairman of the Meeting
