Extraordinary General Meeting

In accordance with Art. 8 of the Articles of Association, notice is hereby given to convene an extraordinary general meeting of 

Saxo Bank A/S
Held on 24 July 2019, at 12pm.

The general meeting will be held at the company's premises, Philip Heymans Allé 15, 2900 Hellerup, Denmark with the following

Agenda

1. Authorisation of the Board of Directors to increase the Company's share capital

re. item 1: 

The Board of Directors proposes an authorization to increase the Company's share capital for purposes of settling the recommended public offer by Star Bidco B.V., a direct wholly-owned subsidiary of the Company, for the shares in BinckBank N.V., once the offer is declared unconditional and the Company must fund the settlement of such offer.

It is therefore proposed to authorise the Board of Directors – with right of pre-emption for the Company’s shareholders – to increase the Company's share capital from nominally DKK 68,283,943 by nominally DKK 5,153,506 to nominally DKK 73,437,449 by cash contribution.

The Board of Directors propose to waive the requirement for preparation and presentation of documents under Section 156(2) of the Danish Companies Act (selskabsloven).

Consequently, it is proposed that a new Article 5a be inserted as follows:

"5a.1 The board of directors is authorised until 31 December 2019 – with right of pre-emption for the Company’s shareholders – to resolve upon one or more capital increases, by cash contribution through subscription for new shares, by up to a total of nominally DKK 5,153,506. 

5a.2 The capital increases shall take place at a price of EUR 19.4042690 per share of nominal value of DKK 1 in the Company.

5a.3 The new shares shall of the same class as the existing shares, shall be fully paid, shall be non-negotiable instruments and shall not be subject to restrictions on transfer except as set out in article 4.4 of the Articles of Association. No shareholder shall obliged to have the new shares redeemed neither fully nor partially. In addition, the board of directors shall set the detailed terms and conditions for capital increases implemented pursuant to the authorisation.”

The Board of Directors notes that the proposed authorization of the Board of Directors to increase the Company's share capital requires a majority of 85% of share capital represented at the general meeting and the votes cast at such general meeting, cf. Article 11.6 of the Articles of Association.

Shareholders will be granted access to the extraordinary general meeting upon submission of the request for an admission card no later than Friday 19 July 2019.

Any shareholder has the right to be represented by proxy and is furthermore entitled to attend the extraordinary general meeting together with an adviser. To request a proxy, please contact legal@saxobank.com.

The right to vote at the extraordinary general meeting may be exercised by shareholders, who have registered their shares in the register of shareholders or by other means have notified and documented their shareholding and who no later than Friday 19 July 2019 have requested an admission card and a voting card. 

At the extraordinary general meeting, each share of DKK 1 shall entitle the holder to one vote.

Hellerup, 2nd July 2019
SAXO BANK A/S