Ringkjøbing Landbobank A/S

Annual general meeting of Ringkjøbing Landbobank A/S

Nasdaq Copenhagen
Euronext Dublin
London Stock Exchange
Other stakeholders

Date        4 February 2026

Annual general meeting of Ringkjøbing Landbobank A/S

The bank will hold its annual general meeting at 5:00 p.m. on Wednesday, 4 March 2026 at the ROFI Centre, Kirkevej 26, Rindum, 6950 Ringkøbing, Denmark.

Agenda as per the bank’s articles of association:

1. Election of chairperson
The board of directors proposes that Allan Østergaard Sørensen, attorney-at-law, chair the general meeting.

2. The board's report on the bank’s activities in the previous year
The board of directors proposes that the board’s report on the bank’s activities in the previous year be adopted.

3. Presentation of the annual report for approval
The board of directors proposes that the annual report for 2025 be approved. 
Further reference is made to the published annual report for 2025.

4. Decision on allocation of profit or covering of loss under the approved annual report
The board of directors proposes that the distribution of profit be approved. 
Further reference is made to the published annual report for 2025.

5. Consultative vote on the remuneration report
The board of directors proposes that the remuneration report for 2025 be approved.
Further reference is made to the published remuneration report for 2025.

6. Approval of the remuneration of the board of directors for the current financial year
The shareholders’ committee and the board of directors propose that the remuneration of the board of directors for the current financial year be approved.
Further reference is made to the full proposals.

7. Election of members to the shareholders’ committee
In accordance with article 12 of the articles of association, the following members of the shareholders’ committee are resigning by rotation:

• Anette Ørbæk Andersen
• Dennis Christian Conradsen
• Claus Dalgaard
• Poul Johnsen Høj
• Erik Jensen
• Anne Kaptain
• Carl Erik Kristensen
• Karsten Madsen
• Mattias Manstrup
• Jacob Møller
• Bjarne Bjørnkjær Nielsen
• Tommy Rahbek Nielsen
• Bente Skjørbæk Olesen
• Birgitte Rom
• Karsten Sandal
• Lone Rejkjær Söllmann
• Egon Sørensen
• Peer Buch Sørensen
• Lise Kvist Thomsen
• Dorte Zacho
• John Chr. Aasted
  

In addition, Tonny Hansen must retire from the shareholders’ committee in accordance with the provision of the articles of association regarding the age limit.

The shareholders’ committee and the board of directors propose re-election of the following members:

• Anette Ørbæk Andersen, manager, Skjern, born 1963
• Dennis Christian Conradsen, CEO, Frederikshavn, born 1984
• Claus Dalgaard, manager, Ringkøbing, born 1962
• Poul Johnsen Høj, fishing boat skipper, Hvide Sande, born 1964
• Erik Jensen, manager, Skjern, born 1965
• Anne Kaptain, chief legal and HR officer, Sæby, born 1980
• Carl Erik Kristensen, manager, Hvide Sande, born 1979
• Karsten Madsen, attorney-at-law (supreme court), Sæby, born 1961
• Mattias Manstrup, managing partner and commercial estate agent, Aabybro, born 1978
• Jacob Møller, CEO, Ringkøbing, born 1969
• Bjarne Bjørnkjær Nielsen, manager, Skjern, born 1973
• Tommy Rahbek Nielsen, president, Foersum, born 1970
• Bente Skjørbæk Olesen, shop owner, Vemb, born 1971
• Birgitte Rom, sales manager, Gjellerup, born 1972
• Karsten Sandal, manager, Ølstrup, born 1969
• Lone Rejkjær Söllmann, finance manager, Tarm, born 1968
• Egon Sørensen, insurance broker, Spjald, born 1965
• Peer Buch Sørensen, draper, Frederikshavn, born 1967
• Lise Kvist Thomsen, manager, Virum, born 1984
• Dorte Zacho, self-employed business consultant, Aulum, born 1972
• John Christian Aasted, manager, Aalborg, born 1961
  

The shareholders’ committee and the board of directors propose the following for election:

• Frederik August Grønkjær Anneberg, Grønbjerg, born in 1987, educated as a freight forwarder. Frederik August Grønkjær Anneberg is employed by Anneberg Transport A/S, where he is also part of the management team, and he is a co-owner of the Anneberg Transport Group.
  

In recruiting and proposing candidates for the shareholders’ committee (election and re-election), the committee and board of directors have focused on ensuring a diverse committee membership in terms of business experience, professional qualifications and expertise, gender, age etc.

8. Election of one or more auditors
In accordance with the audit committee’s recommendation, the shareholders’ committee and the board of directors propose that PricewaterhouseCoopers, Statsautoriseret Revisionspartner-selskab be re-elected as external auditor and sustainability auditor.
Further reference is made to the full proposals.

9. Authorisation for the board of directors to permit the bank to acquire its own shares
The board of directors proposes that it be granted authorisation to permit the bank to acquire its own shares, in accordance with current legislation, until the next annual general meeting, to a total nominal value of ten percent (10%) of the share capital, such that the shares can be acquired at current market price plus or minus ten percent (+/-10%) at the time of acquisition.
Further reference is made to the full proposals.

10. Any proposals from the board of directors, the shareholders’ committee or shareholders

10.a. Proposed amendments to the articles of association
The shareholders’ committee and the board of directors propose the following amendments to the articles of association:

Art. 2a-2b:
It is proposed that the authorisations in articles 2a and 2b be extended to 3 March 2031.

If the proposal is approved, the wording of articles 2a and 2b of the bank’s articles of association will be changed to the following:

Art. 2a:
“The general meeting has decided to authorise the board of directors to increase the share capital in one or more rounds by up to nom. DKK 5,078,339 with right of pre-emption for the bank’s existing shareholders. The capital increase shall be fully paid up in cash. The capital increase may be below the market price. This authorisation shall apply until 3 March 2031.”

Art. 2b:
“The general meeting has decided to authorise the board of directors to increase the share capital in one or more rounds by up to nom. DKK 2,539,169 without right of pre-emption for the bank’s existing shareholders. The capital increase may be by cash payment or contribution of an existing company or specific asset values corresponding to the value of the shares issued. The capital increase shall be fully paid up at the market price ascertained by the board of directors. This authorisation shall apply until 3 March 2031.”

It is noted that the authorisations in articles 2a and 2b remain subject to the provisions of articles 2c-2e, including that the authorisations may, in aggregate, be used to increase the share capital by a maximum of nominal DKK 5,078,339.

The background to the proposal is that the board of directors wants to ensure continued flexibility regarding the granting of authorisations to the board of directors.

The proposed amendments to the articles of association are also given in the full proposals to which we refer and which are available on the bank’s website, www.landbobanken.com.

10.b.Proposal to reduce the bank’s share capital by nom. DKK 1,108,147 by cancellation of its own shares
The board of directors proposes a reduction in the bank’s share capital from nom. DKK 25,391,697 to nom. DKK 24,283,550 by cancellation of 1,108,147 nom. DKK 1 shares from the bank’s holding of its own shares of a nominal value of DKK 1,108,147.

Please note that, in accordance with section 188(1) of the Danish Companies Act, the purpose of the reduction in the bank’s share capital is payment to shareholders. The amount of the reduction has been used as payment to shareholders for shares acquired by the bank under the authorisation previously granted to the board of directors by the general meeting.

The share capital will consequently be reduced by nom. DKK 1,108,147 and the bank’s holding of its own shares will be reduced by 1,108,147 nom. DKK 1 shares. Please note that, in accordance with section 188(2) of the Danish Companies Act, the shares in question were acquired for a total sum of DKK 1,499,984,166. This means that, apart from the reduction in nominal capital, DKK 1,498,876,019 has been paid to shareholders.

The purpose of the board of directors’ proposed reduction of the share capital is to maintain flexibility in the bank’s capital structure.

If the proposal is adopted, the following changes will be made to articles 2, 2a, 2b and 2c of the articles of association:
Art. 2: The amount of “25,391,697” will be changed to “24,283,550”, Art. 2a: The amount of “5,078,339” will be changed to “4,856,710”, Art. 2b: The amount of “2,539,169” will be changed to “2,428,355”, and Art. 2c: The amount of “5,078,339” will be changed to “4,856,710”.

10.c. Proposed authorisation for the board of directors or its appointee
The board of directors proposes that the board of directors, or its appointee, be authorised to report the decisions which have been adopted at the general meeting for registration and to make such changes to the documents submitted to the Danish Business Authority as the Authority may require or find appropriate in connection with registration of the decisions of the general meeting.

Validity requirements for resolutions
The proposals under items 10.a. and 10.b. of the agenda require adoption by at least two-thirds (2/3) both of votes cast and of the share capital with voting rights represented at the general meeting. Other proposals can be adopted by simple majority vote, except item 5 on the agenda which is a consultative vote.

Amount of share capital and the shareholders’ voting rights and date of registration – the right to attend and vote at the general meeting
Please note that the amount of the share capital is nom. DKK 25,391,697 consisting of 25,391,697 nom. DKK 1 shares.

As for shareholders' voting rights, each share of nom. DKK 1 carries one (1) vote when the share is recorded in the company’s share register, or when the shareholder has reported and documented their right. However, a shareholder may cast no more than 3,000 votes.

The right to attend and vote at the general meeting may only be exercised by shareholders who, by 11:59 p.m. on the date of registration, Wednesday, 25 February 2026, are listed as shareholders in the register of shareholders or have submitted a request to the bank, which the bank has received by that deadline, for inclusion in the register of shareholders.

Registration for the general meeting, questions and admission cards
Registration for the general meeting can be made

• electronically via the InvestorPortal at Ringkjøbing Landbobank’s website, https://www.landbobanken.dk/en/ir-english/shareholder/generalmeeting or via Euronext Securities’ website, www.euronext.com/cph-agm, or
  
  
• by contacting Euronext Securities A/S by phone +45 4358 8866 or email to CPH-investor@euronext.com or

• by contacting one of the bank’s branches.
  

In accordance with the bank’s articles of association, the deadline for registering for the general meeting is 11:59 p.m. on Friday 27 February 2026, after which admission cards for the general meeting can no longer be ordered.

Shareholders or proxies may be accompanied by an adviser, provided the adviser’s attendance has been notified on time.

Shareholders may ask questions in writing about the agenda items or the bank’s position in general, to be answered at the general meeting. Questions may be sent by letter to Ringkjøbing Landbobank A/S, for the attention of: General Management, Torvet 1, 6950 Ringkøbing, Denmark, or by email to regnskab@landbobanken.dk.

Voting
Shareholders may attend and vote in person or by proxy at the general meeting. Postal voting is also possible before the general meeting.

Shareholders may grant proxy to the bank’s board of directors or a third party by 11:59 p.m. on Friday 27 February 2026. The proxy may be issued electronically on InvestorPortal at Euronext Securities, via the bank’s website www.landbobanken.com or in writing on a proxy form which is available from the bank’s branches.

If a written proxy is used, it must be completed and signed, and received at the bank by the above deadline, i.e. 11:59 p.m. on Friday 27 February 2026.

The proxy may be sent by post for the attention of: Accounts Department, Ringkjøbing Landbobank A/S, Torvet 1, 6950 Ringkøbing, Denmark, by email to regnskab@landbobanken.dk.

Shareholders may also send a postal vote before the general meeting.

Postal votes may be cast electronically on InvestorPortal at Euronext Securities, via the bank’s website www.landbobanken.com or in writing on a postal vote form which is available from the bank’s branches.

If a postal vote is cast, the ballot paper must be returned for the attention of: Accounts Department, Ringkjøbing Landbobank A/S, Torvet 1, 6950 Ringkøbing, Denmark, by email to regnskab@landbobanken.dk.

Electronic postal votes must be cast by 10:00 a.m. on Tuesday, 3 March 2026, by which time a postal ballot paper must also be received by the bank.

Exercising financial rights
Ringkjøbing Landbobank’s shareholders can choose Ringkjøbing Landbobank A/S as the account-holding institution for the purpose of exercising the financial rights through Ringkjøbing Landbobank A/S.

Further information
The annual report, agenda and full proposals with the proposed amendments to the articles of association, the remuneration report, other documents under section 99(1) of the Danish Companies Act and information on the collection and processing of personal data in connection with the annual general meeting will be published on the bank’s website www.landbobanken.com and made available for inspection by shareholders on Wednesday, 4 February 2026.

Language, recording and webcast
The general meeting will be conducted in Danish, and it will be recorded. The recording will subsequently be uploaded to the bank’s website, www.landbobanken.com.

The general meeting will also be webcast via the bank’s website, www.landbobanken.com and can be viewed by everyone. It will not be possible to ask questions or vote via the webcast.

Personal data
For details on the bank’s processing of personal data in respect of general meetings, please see Ringkjøbing Landbobank’s privacy policy for shareholders etc., which is available on the bank’s website, www.landbobanken.com.

Dividend
Approved dividend is expected to be available in shareholders’ return accounts on 9 March 2026.

Yours sincerely
Ringkjøbing Landbobank

On behalf of the board of directors

Martin Krogh Pedersen
Chair of the board of directors

Attachment

• Notice of annual general meeting of Ringkjøbing Landbobank 2026 EN