Resolutions at Vestjysk Bank A/S’ Annual General Meeting on 10 June 2020

Nasdaq Copenhagen A/S

At the Annual General Meeting of the Bank held on 10 June 2020, the report from the Board of Directors and the audited annual report for 2019 were approved, and the proposal from the Board of Directors to distribute profits in accordance with the approved annual report was adopted.

The proposal for remuneration for the current financial year for members of the Board of Directors was adopted. Members of the Board of Directors receive DKK 200,000, the chairman receives DKK 500,000 and the vice-chairman receives DKK 350,000. The chairman of the audit committee receives a supplement of DKK 75,000, the chairman of the risk committee receives a supplement of DKK 50,000 and the chairman of the nomination committee and the remuneration committee, respectively, receive a supplement of DKK 25,000 per chairmanship. Members of the audit committee receive a supplement of DKK 38,000 and members of the risk committee receive a supplement of DKK 25,000, while members of the nomination committee and the remuneration committee receive a supplement of DKK 10,000 per membership, respectively.

The general meeting also approved the Bank’s remuneration policy.

The election periods of all members of the Board of Directors elected by the general meeting expired at the Annual General Meeting. The proposals from the Board of Directors to re-elect Kim Duus as chairman of the Board of Directors, to re-elect Lars Holst as vice-chairman of the Board, and to re-elect Bent Simonsen, Bolette van Ingen Bro, Karina Boldsen and Nicolai Hansen were adopted. Furthermore, Claus Jensen was elected as new member of the Board of Directors.

PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab was re-elected as auditor.

The proposal from the Board of Directors to amend article 4.1 of the Articles of Association was adopted. Accordingly, the Articles of Association reflect the new name and company registration number of the shareholders’ registrar, VP Securities A/S.

The general meeting approved the proposal by the Board of Directors to amend article 6.9 of the Articles of Association regarding the possibility to hold electronic general meetings.

The proposal from the Board of Directors to amend article 7.1 of the Articles of Association containing the standard agenda for the Annual General Meeting was adopted. Accordingly, the standard agenda for the Annual General Meeting now contains an agenda item regarding submission of the remuneration report for an advisory vote.

The general meeting also authorised the Board of Directors until 10 June 2025 to allow the Bank to acquire own shares at a nominal value of up to 10 percent of the Bank’s share capital, provided that the Bank's total holding of own shares at no point exceeds 10 percent of the share capital. The purchase price for the shares in question cannot deviate by more than 10 percent from the price listed at Nasdaq Copenhagen at the time of the acquisition.

The general meeting authorised the chairman of the general meeting to make the necessary registrations of the resolutions passed by the general meeting with the Danish Business Authority.

Vestjysk Bank A/S

The Board of Directors