Articles of Association. The BANK of Greenland, A/S. 19 March 2014

Transcription

1 Articles of Association of The BANK of Greenland, A/S 19 March 2014

2 Page 2 I. The Bank s Objectives and Registered Office 1 The registered office of The BANK of Greenland A/S, founded in 1967, is Kommuneqar- fik Sermersooq. The bank is registered under no in the Danish Business Authority. The Bank also conducts business under the secondary names Nuna Bank A/S (GrønlandsBANKEN, Aktieselskab) The Bank of Greenland A/S, (GrønlandsBANKEN, Aktieselskab). 2 The bank conducts banking business of every nature, as well as other kinds of business permitted under prevailing legislation for credit institutions. II. The Bank s Capital and Shares 3 The bank s share capital totals DKr 180,000,000. The share capital is fully paid up. The share capital is divided into shares of DKr 100 each or multiples thereof. The bank s shares are listed on Nasdaq OMX Copenhagen and are registered in VP Securities A/S. 4 The shares are negotiable instruments, are issued to bearer and shall, at all times, be registered in the bank's register of shareholders. No special rights shall attach to any share. Shareholders shall be under no obligation to have their shares redeemed in whole or in part. The shares shall be freely transferable. Dividend shall be allocated in accordance with all applicable rules as issued by VP Securities A/S. 4a All communication from the bank to its shareholders can be transferred via electronic document interchange (EDI) and electronic post (ECN), via the bank s website and/or

3 Page 3 VP Investor Service s InvestorPortalen TM. Thus, invitations to annual general meetings including relevant agenda, complete description of proposals and forms for providing proxy as well as interim reports, annual reports, stock exchange announcements, financial calendars, prospects, subscription lists and any other general information from the bank to its shareholders may be sent electronically. Each shareholder shall be responsible for ensuring that the bank has the correct electronic contact information. However, the bank may, at any time, choose to communicate by means of ordinary postal services. Shareholders can communicate with the bank (including registration to the general meeting) by means of via InvestorPortalen TM to the address listed in the portal or to aktionaer@banken.gl or shareholder@banken.gl. III. Governing Bodies 5 The Bank's affairs shall be managed by the general meetings, the Board of Directors and the Board of Management. A. The General Meeting 6 The annual general meeting is held before the end of April. Extraordinary general meetings shall be held at the request of the Board of Directors, the annual general meeting, one of the appointed auditors or of shareholders who, in concert, own at least 1/10 of the share capital. Any such request shall be made in writing and submitted to the Board of Directors specifying the business to be transacted at the general meeting. The notice convening the meeting shall be made within 14 days after the receipt of the request. 7 All general meetings shall be held either in Copenhagen or in Nuuk at the discretion of the Board of Directors. Invitations shall be sent by the Board of Directors via the bank s website ( and/or by means of a one-time announcement in one or several Danish newspapers and in one or several Greenland newspapers. The Board of Directors alone chooses the manner of announcement. This notice of the general meeting shall state the time and venue for the general meet-

4 Page 4 ing, the agenda as well as the essentials of any proposals to be dealt with by the general meeting. The general meeting will be convened no earlier than four weeks before and no later than 14 days before the general meeting. All shareholders shall be entitled to have specified business transacted at the general meeting provided that he submits a written request thereof to the bank s Board of Directors no later than February 1 of the year in question. No later than 14 days before the general meeting, the agenda and the full wording of any resolutions and at annual general meetings also the annual report with an auditor s report - shall be available at the bank's headquarters and shall be sent to any shareholder who requests it.. 8 Each shareholder is entitled to participate in the general meeting when he has requested an admission card no later than two days prior to the meeting. Upon presentation of proper documentation, shareholders can acquire admission cards at the bank s office in Nuuk. For the voting right of a share acquired through a transfer to be exercised, the share must be registered in the name of the holder in the bank's register of shareholders, or the title to such share must be notified and proven to the bank. Shareholders, who have acquired an admission card, are entitled to be represented at the general meeting by proxy. They are also entitled to be accompanied by an advisor. The instrument appointing the proxy, and which shall be produced, shall be in writing and duly dated. Proxy cannot be granted for more than one year. Each share amount of DKr 100 shall give one vote. 9 The general meetings shall be presided over by a Chairman of the Meeting appointed by the Board of Directors. The Chairman of the Meeting shall determine all questions concerning the manner in which business shall be transacted and concerning voting procedures and results. 10 The agenda for annual general meetings shall include: 1) Report of the Board of Directors on the bank's operations during the preceding year. 2) Submission of the audited annual report for adoption, statement of discharge for the Boards of Directors and Management and announcement of the proposal for

5 Page 5 allocation of profits or for the cover of losses according to the adopted annual report. 3) Proposals from the Board of Directors or shareholders in accordance with art. 7. 4) Election of members of the Board of Directors. 5) Appointment of the external auditors. cf. art ) Other business. 11 Unless otherwise provided by legislation or by the Articles of Association, resolutions shall be adopted by a simple majority of votes cast. Motions to amend the bank s Articles of Association, which cannot be made by the Board of Directors under prevailing legislation, or where this legislation does not require more stringent regulation, require that the proposal must be adopted by both two thirds of the votes cast and by two thirds of the voting share capital represented at the general meeting. In the event that the proposal is not presented or adopted by the Board of Directors, at least two thirds of the share capital must furthermore be represented at the general meeting. Amendment of the Articles of Association art also requires adoption in accordance with the rules included in that article. Motions to voluntarily wind up the bank or merge require that the proposal must be adopted by both three fourths of the votes cast and by three fourths of the voting share capital represented at the general meeting. In the event that the proposal is not presented or adopted by the Board of Directors, at least three fourths of the share capital must furthermore be represented at the general meeting. 12 Minutes of the general meeting shall be taken, and they shall be signed by the Chairman of the Meeting. The minutes of the general meeting or a certified transcript of the minutes shall be made available to the shareholders at the bank s headquarters no later than 14 days after the general meeting. B. The Board of Directors 13 The Board of Directors shall be elected by the shareholders in general meeting, with the exception of those members who are elected pursuant to prevailing law concerning employee representation on the Board of Directors. The segment of the Board of Directors elected by the shareholders in general meeting shall consist of at least five but no

6 more than ten members. Page 6 Each year, those three members of the Board of Directors elected by the shareholders in general meeting who have served for the longest duration (calculated from that member s most recent election) shall retire. If there are two or more members who have served for equally long durations, retirement is decided by lot. Retiring members can be re-elected. No individual is eligible for election or re-election to the Board of Directors after the age of The Board of Directors shall choose its Chairman and one or two Deputy Chairmen among its members. If both the Chairman and Deputy Chairmen retire, the member chosen by the shareholders in general meeting with the greatest seniority shall function as Chairman. The Board of Directors shall meet when convened by the Chairman or, in his absence, the functioning Chairman. Meetings are held as often as the Chairman deems it necessary, or by a member of the Board of Directors, a Managing Director, an auditor appointed by the shareholders in general meeting or the chief internal auditor. The Board of Directors constitutes a quorum when more than half of all its members, and at least half of the members elected by the shareholders in general meeting, participate in the decision. Decisions are made by simple majority if a statute or law does not require a particular majority. In case of parity of votes, the Chairman, or in his absence, the acting Chairman, has the casting vote. Minutes of Board of Directors meetings are signed by Board members. 15 The Board of Directors appoints and dismisses the Board of Management, the internal chief auditor and determines these employees terms of employment. The Board of Directors may grant power of procuration. 16 The Board of Directors shall lay down detailed provisions on the execution of its office in a set of business procedures. By means of these business procedures, particular tasks can be delegated to one of

7 the members of the Board of Directors executive committee. Page 7 The members of the Board of Directors are remunerated a fee approved by the annual general meeting at the time of the adoption of the annual report. C. The Board of Management 17 The Board of Management is responsible for the bank s daily business practices, including the hiring and dismissal of the bank's staff. The Board of Directors establishes procedures for the Board of Management. The Board of Management consists of one to three members. IV. The Bank s Mandate 18 The bank shall be bound by the signatures of the Chairman or the Deputy Chairman in conjunction with one other member of the Board of Directors, by two Managing Directors jointly or by one member of the Board of Directors in conjunction with one Managing Director. V. Audit and Annual Report 19 The bank s annual report shall be audited in accordance with prevailing legislation by one or several auditors appointed for one year at a time. 20 The Bank's accounting year is the calendar year. These articles of association were adopted at the annual general meeting of The BANK of Greenland on 19 March For the Board of Directors: Gunnar í Liða Kristian Lennert Frank Bagger Chairman Deputy Chairman Anders Brøns Allan Damsgaard Yvonne Kyed Lida Skifte Lennert Jette Radich Vagn T. Raun