Articles of Association of Sparekassen Faaborg A/S
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Articles of Association of Sparekassen Faaborg A/S Name, registered office and objects of the Company Article 1 (1). The name of the Company is Sparekassen Faaborg A/S. The registered office of the Company is located in the Municipality of Faaborg-Midtfyn. The Company also carries on banking under the names set out in Appendix 1. The Appendix forms an integral part of the Articles. (2). The object of the Company is to carry on banking including any business related hereto pursuant to The Danish Act on Financial Operations. Capital and shares Article 2 (1). The share capital of the Company amounts to DKK 112,000 million divided into shares in the denomination of DKK 100. The share capital has been paid up in full. (2). The shares are issued to named holders and inscribed on name in the Company’s Register of Shareholders and, upon entrance of the Company on the NASDAQ OMX Copenhagen A/S, in the inscription system kept by VP Securities. The Company’s Register of Shareholders is kept on behalf of the company by VP Investor Services A/S. (3). The shares cannot be transferred to bearer. The shares shall be negotiable instruments. The acquirer of a share cannot exercise rights embodied in the share certificate unless it has been recorded in the name of the person in question in the Register of Shareholders, or unless the acquirer has given substantiated notification in writing to the Company of his acquisition. But this provision shall affect neither the right to dividend and other disbursements nor the right to new shares in the event of an increase of the share capital. (4). The shares shall be freely transferable instruments, see Article 4 clause (1). No shareholder shall be obligated to let the Company or any third party redeem his shares in full or in part, see Article 4, clause (1). Article 3 (1) The Supervisory Board shall be authorised to increase the share capital in the period ending on 19 March 2012 by a maximum of DKK 62 mill. by way of one or more issues. 1 The increase of the Company’s capital may be effected without a pre-emptive right for the shareholders of the Company if the increase is effected in one of the below ways: • Issue of shares of up to DKK 1 mill for the benefit of the employees of the Company and subsidiaries. The shares may be subscribed for as bonus shares or shares at a discount to the market price. • Free subscription at market price. • Conversion of debt. • As remuneration for the Company’s acquisition of other banks or particular capital assets at a value corresponding to the value of the issued shares. Except from this the shareholders have the right to subscribe to the new shares. (2). The new shareholders shall at any future capital increases have the same pre-emptive subscription right as existing shareholders. The shares shall be negotiable instruments, shall be issued to named holders and shall rank for dividends and any other rights as from such time as determined by the Supervisory Board, but at the latest from the accounting year following the decision regarding the capital increase. The new shares shall rank pari passu with existing shares. (3). The Supervisory Board shall in connection with the capital increase be authorised to make the necessary amendments of the Articles of Association. Article 4 (1). No shareholder is allowed to own more than 15% of the Company’s share capital without the consent of the Supervisory Board. The Supervisory Board may consent only to Fonden for Sparekassen Faaborg or a holding company which may be established at a later date as part of a reconstruction of the financial activities of the Company. Moreover the Supervisory Board may consent only in connection with a restructuring of the Company following capital losses and in agreement with the Danish Financial Supervisory Authority. (2). Where the limit for shareholdings, see clause (1), is exceeded, the shareholder shall sell the excess part within 4 weeks of a written demand. Where the shareholder does not comply with the demand before the expiry of the term, the Company shall be entitled to redeem the excess shareholding at par value, or, upon entrance of the Company on the Stock Exchange, at the price quoted where the price is below 100. (3). Shares, belonging to different owners according to the recording in the Company’s Register of Shareholders, shall be deemed to have one shareholder in terms of Article 4, (1), if there exists a special relationship between the owners so that the exercise of the voting right in respect of the shares be deemed to be determined by the same stakeholders, including in cases where the owners through their shareholding or in any other manner are linked to or associated with a joint group or other community of interest. 2 The Management of the Company Article 5 The management of the Company is in charge of the General Meeting, the Committee of Shareholders, the Supervisory Board, and the Executive Board. General Meeting Article 6 The General Meeting has the supreme authority of the Company. Article 7 (1). Annual General Meetings shall be held in the Municipality of Faaborg-Midtfyn at the latest by 15 April as determined by the Supervisory Board. General Meetings shall be convened by the Supervisory Board on the company website, by insertion of an announcement in one national newspaper and in one local newspaper of Funen, and by written notice to the shareholders recorded in the Register of Shareholders, who have so requested. (2). The convening, which shall comprise the agenda of the Annual General Meeting, shall take place no sooner than 5 weeks nor later than 3 weeks prior to the General Meeting. If any proposals are to be considered, the adoption of which is subject to a qualified majority, this shall be underlined in the convening. (3). Any shareholder shall be entitled to have specific business transacted at the Annual General Meeting if he submits a requisition in writing to the Supervisory Board no later than 6 weeks before the Annual General Meeting. (4). No later than 3 weeks prior to the General Meeting information about the General Meeting, among others the convening and other papers, which will be presented at the General Meeting, shall be available on the company website. Article 8 Extraordinary General Meetings shall be held whenever the holding of such a meeting is re- quested by either the Committee of Shareholders, the Supervisory Board or by any of the auditors. An Extraordinary General Meeting shall also be held for the purpose of transacting specified business when shareholders representing in the aggregate not less than 5 percent of the Company’s total share capital request the holding of such a meeting. Such an Extraor- dinary General Meeting shall be convened no later than 14 days after the receipt of the appropriate request. 3 Article 9 The agenda of the Annual General Meeting, which shall be held in every year at the latest by 15 April, shall include the following items: 1. The Supervisory Board’s report regarding the Company’s activities during the past year. 2. The presentation of the audited Annual Report with a resolution for its adoption. 3. A resolution regarding the application of the profits or the covering of any loss according to the adopted Annual Report. 4. Election of members to the Committee of Shareholders. 5. Election of one or two state-authorised auditors. 6. Proposals, if any, from the Supervisory Board, the Committee of Shareholders or the shareholders. 7. Any other business. Article 10 The Supervisory Board shall appoint a Chairman to officiate at the General Meeting. Article 11 (1). Any shareholder, who owns shares in the company on registration date, shall be entitled to attend a General Meeting if he has requested an admission card at least 3 days prior to the General Meeting. Registration date is 1 week prior to the date of the General Meeting. Shareholders may exercise their voting rights through written and dated proxies. Proxies may be issued for an indefinite period of time, but proxies issued to the Supervisory Board shall be dated not more than 12 months prior to the relevant General Meeting. (2). Any shareholder may exercise his voting right provided that the shares are recorded in the Register of Shareholders by registration date (1 week prior to the General Meeting), or the company – at the latest by the same date - has received information about his acquisition to be recorded in the Register of Shareholders. Each share amount of DKK 100 entitles to one vote, but no shareholder can cast more than 400 votes. This restriction of voting rights is not applicable to a holding company established as referred to in Article 4, (1) provided a corresponding restriction of voting rights applies to the share- holders of this company. Shares, belonging to different owners according to the recording in the Company’s Register of Shareholders, shall be deemed to have one shareholder if there exists a special relationship between the owners such as referred to in Article 4, (3). Article 12 (1) All business transacted at the General Meeting shall be decided by a simple, relative majority of votes, unless the Danish Legislation or these Articles of Association provide otherwise. In case of parity of votes the proposal is removed. 4 (2) A resolution to alter the Articles of Association or to dissolve the Company is subject to the proposal being adopted by 2/3 of the votes cast as well as of the voting stock represented at the General Meeting.