REG-Notice of Annual General Meeting of Jyske Bank A/S
09/02/2026 14:30
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This is to give notice of an Annual General Meeting of Jyske Bank A/S, which
will be held on Tuesday 17 March 2026, at 3.00 p.m. at Gl. Skovridergaard,
Marienlundsvej 36, DK-8600 Silkeborg
AGENDA of general meeting:
a. Report of the Supervisory Board on Jyske Bank's operations during the preceding year.
b. Presentation of the annual report for adoption or other resolution as well as resolution as to the application of profit or cover of loss according to the financial statements adopted, including the Supervisory Board’s proposal for payment of dividend.
c. Presentation of and consultative ballot on the remuneration report.
d. Determination of remuneration to the Shareholders’ Representatives and the Supervisory Board:
1 Determination of the remuneration of Shareholders’ Representatives for 2026, cf. Art.15(5) of the Articles of Association.
2 Determination of the remuneration of Supervisory Board members for 2026, cf. Art.16(9) of the Articles of Association.
e. Consideration of motion to the effect that the Supervisory Board authorises Jyske Bank to acquire Jyske Bank shares on one or more occasions, until the next annual general meeting, of up to a nominal amount of DKK 61,506,977 and at amounts not deviating by more than 10% from the closing bid price listed on NASDAQ Copenhagen A/S at the time of
acquisition.
f. Motions.
Motions proposed by the Supervisory Board :
1 Reduction of Jyske Bank's nominal share capital by DKK 33,095,280, or 3,309,528 shares of a nominal value of DKK 10, from DKK 615,069,770 to DKK 581,974,490. With
reference to S.188(1) of the Danish Companies Act we point out that the capital reduction takes place through cancellation of previously acquired own shares acquired by
Jyske Bank in accordance with authorisation from members in general meeting. Hence, the capital reduction is spent on payment of capital owners. If the motion is
adopted, Jyske Bank's holding of own shares will be reduced by 3,309,528 shares of a nominal value of DKK 10. These shares have been bought back at a total amount of DKK
2,249,990,700 which implies that, apart from the nominal capital reduction, a total amount of DKK 2,216,895,420 has been paid to the capital owners in connection with the
buy-backs. The capital reduction takes place at a share premium since it will be at 679.85 for each share of a nominal amount of DKK 10, corresponding to the average
price at which the shares have been bought back. In consequence of the above, the following amendment to the Articles of Association is proposed: Art. 2 to be amended to
the effect that Jyske Bank’s nominal share capital be DKK 581,974,490 distributed on 58,197,449 shares.
2 Art. 21, new (2): ”Annual reports shall be prepared and published in English. The Supervisory Board may determine that annual reports are also prepared in Danish.” As a
consequence hereof the present Art. 21(2) will change into Art. 21(3).
g. Election of members:
1 Election of Shareholders' Representatives, cf. Art. 14(4) of the Articles of Association. The proposed candidates and further information about them are available as from
Tuesday 17 February 2026 at Jyske Bank's website.
2 Election of Supervisory Board members, cf. Art. 16(1)(b) of the Articles of Association. The Supervisory Board proposes re-election of Lisbeth Holm, CEO, Vejle and
Consultant and Professional Board Member, Glenn Söderholm, Vejbystrand (Sweden).
h. Election of auditors:
1 The Supervisory Board proposes the re-election of EY Godkendt Revisionspartnerselskab. The motion is in accordance with the recommendation of the Audit Committee to the
Supervisory Board. The recommendation of the Audit Committee is free from influence by any third parties and is not - and has not been - subject to any agreement with a
third party who in any way limits the appointment of specific auditors or audit firms by members in general meeting.
2 The Supervisory Board proposes the re-election of EY Godkendt Revisionspartnerselskab for verification of statutory information on sustainability. The motion is in
accordance with the recommendation of the Audit Committee to the Supervisory Board. The recommendation of the Audit Committee is free from influence by any third parties
and is not - and has not been - subject to any agreement with a third party who in any way limits the appointment of specific auditors or audit firms by members in
general meeting.
i. Any other business.
Reference to Jyske Bank's website for further information
Where in this notice of a General Meeting, reference is made to Jyske Bank's
website for further information, this link can be used:
https://www.jyskebank.com/investorrelations/generalmeetings.
Adoption of motions - special requirements
Motions to amend the Bank’s Articles of Association at annual general
meetings shall only be adopted where not less than 90 per cent of the voting
share capital is represented at the annual general meeting and only where
adopted by both three fourth of the votes cast and by three fourth of the
voting share capital represented at the general meeting, cf. Art. 12 of the
Articles of Association. Where less than 90 per cent of the voting share
capital is represented at the annual general meeting, but the said motion
obtains both three fourth of the votes cast and three fourth of the voting
share capital represented at the annual general meeting, the said motion may
be adopted at a new general meeting by the said qualified majority
irrespective of the proportion of the share capital represented.
Size of the share capital, voting rights of the shareholders and registration
date
Jyske Bank's share capital is DKK 615,069,770, comprising shares at a face
value of 10. Any share amount of DKK 10 shall carry one vote, provided always
that 4,000 votes are the highest number of votes any one shareholder may cast
on his own behalf. Voting rights can only be exercised by shareholders or
their proxies. For the voting right of a share to be exercised, the share
shall be registered in the name of the holder in Jyske Bank's register of
shareholders not later than on the day of registration, which is Tuesday, 10
March 2026, or the title to such share shall be notified and documented to the
Bank within that same time limit.
Proxy and postal vote
Shareholders may as from Tuesday, 17 February up to and including Friday, 13
March 2026 give voting instructions, appoint Jyske Bank's Supervisory Board or
a third party as proxy either electronically or by means of the Power of
Attorney form.
Shareholders may attend the General Meeting by proxy and cast their votes by
proxy.
In addition, shareholders may as from Tuesday, 17 February to Monday 16 March
2026 at 10.00 a.m. cast postal votes either electronically or by means of a
form.
Proxies may be appointed or postal votes may be cast electronically at the
Investor Portal via Jyske Bank's website. A form for the appointment of
proxies or for casting postal votes is available at one of Jyske Bank's
branches or can be downloaded from Jyske Bank's website. Where the form is
used, please forward the completed and signed form either by post to Euronext
Securities (VP Securities A/S) at the address Nicolai Eigtveds Gade 8, 1402
Copenhagen K or by email to CPH-investor@euronext.com. The form must reach
Euronext Securities (VP Securitas A/S) by the above-mentioned deadlines, and
proxies must have been appointed, or postal votes must have been cast
electronically by the same deadlines.
Custodian bank
Jyske Bank’s shareholders may choose Jyske Bank A/S as their custodian bank
in order to exercise their financial rights through Jyske Bank A/S.
Questions from shareholders
Shareholders are recommended to ask questions in writing before the general
meeting about the items of the agenda or Jyske Bank’s financial position.
Please send questions to Jyske Bank A/S, Juridisk Afdeling, Vestergade 8-16,
DK-8600 Silkeborg or by email to Juridisk@jyskebank.dk. Questions and answers
will be presented at the general meeting, and shareholders who have asked
questions will receive replies directly from Jyske Bank. At the General
Meeting, the management will also answer questions from the shareholders about
matters of importance for the financial situation of Jyske Bank and questions
for consideration at the General Meeting.
Additional information
The following documents and information can be downloaded from Jyske Bank's
website from Tuesday, 17 February 2026:
1. Notice of General Meeting.
2. The total number of shares and voting rights at the date of the notice.
3. Agenda and full wording of motions.
4. Annual Report and the consolidated financial statements with the
auditor’s report and the management’s review.
5. Remuneration report
6. List of candidates and further information about the proposed candidates
with respect to election of Shareholders' Representatives and the Supervisory
Board.
7. The forms to be used when voting by proxy or by postal vote.
Notification of participation
Shareholders who wish to attend and cast their votes at the General Meeting
may register for the General Meeting at the Investor Portal via Jyske Bank’s
website as from Tuesday, 17 February up to and including Friday, 13 March
2026.
Confirmation of registration and QR code for the general meeting portal will
be submitted by email (also in case of powers of attorney to third parties),
and therefore it is important that you register your email address at the
Investor Portal.
At the entrance to the general meeting, you press the submitted QR code in the
email to register your attendance which is why you must bring your smart phone
or your tablet. Any votes will also take place via the General Meeting Portal.
Additional guidelines for using the General Meeting Portal will be available
at the entrance to the general meeting.
If you are unable to receive confirmation of registration to the general
meeting by email, you may register for the general meeting by means of the
sign-up form available at Jyske Bank’s website or by contacting one of Jyske
Bank’s branches. If so, you must contact and confirm your attendance at the
entrance to the general meeting which requires that you produce valid
identification.
Live webcast
The general meeting will be live webcasted via InvestorPortalen. The
transmission will comprise images and sound. In order to follow the general
meeting shareholders must log on to InvestorPortalen with their MitIDs or
VP-IDs. Registration to the general meeting is not required in order to follow
the webcast. It will not be possible to ask questions or make presentations
and/or cast votes during the process.
Before commencement of the proceedings of the Annual General Meeting,
coffee/tea etc. will be served from 1.30 p.m.
Silkeborg, 9 February 2026
The Supervisory Board
Attachment
* Notice of AGM 2026
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