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Annual General Meeting 30 March 2012 Welcome at the Annual General Meeting of BankNordik

Annual General Meeting 30 March 2012 Welcome at the Annual General Meeting of BankNordik. Disclaimer.

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Annual General Meeting 30 March 2012 Welcome at the Annual General Meeting of BankNordik

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  1. Annual General Meeting 30 March 2012Welcome at the Annual General Meeting of BankNordik

  2. Disclaimer • This presentation includes statements regarding future results, which are subject to risks and uncertainties. Consequently, actual results may differ significantly from the results indicated or implied in these statements. • No representation or warranty (expressed or implied) is made as to, and no reliance should be placed on, the fairness, accuracy or completeness of the information contained herein. Accordingly, none of BankNordik, or any of its principal shareholders or subsidiary undertakings or any of such person’s officers or employees or advisors accept any liability whatsoever arising directly or indirectly from the use of this document

  3. Agenda • The Board of Director’s report on the Bank’s activities in the past year • Submission of audited annual accounts for adoption and Annual Report 2011 • Decision on distribution of profit in accordance with the adopted annual accounts • Election of members to the Board of Directors • Election of auditor/auditors • Proposals from the Board of Directors and Finansieringsfonden af 1992 a. Amendment of the Articles of Association b. Authorization to the Board of Directors to let the Bank acquire own shares • Miscellaneous Slide 3

  4. 1. The Board of Director’s report on the Bank’s activities in the past year Presented by Klaus Rasmussen, Chairman of the Board of Directors Slide 4

  5. Content • Annual result • Financial crisis • Creation • Risk picture • The coming years

  6. The development in the share price since the intial public offering

  7. Pre tax profit 2007-2011

  8. The development in market value and equity

  9. The development in the bank’s share price compared to the development in the price of Danish shares

  10. Financial crisis Amount paid by BankNordik to bank pagages og the like In total DKK 114,3 million in the years 2010 og 2011 • ****

  11. A time characterized by creation...

  12. ...in the years 2009-2012 a solid platform for future growth has been created | 2009 | 2010 | 2011 | 2012 Acquisition of Vørður Acquisition of Sparbank branches Acquisition of the healthy parts of Amagerbanken • Integration of the acquired activities • Focus on profitability and synergies • Consolidation • High one off costs to integration • Deposits (bn DKK)

  13. Risks in a bank • Credit risk • Liquidity • Market risk • Operational risk

  14. The coming years • 2012: Growth, but still extraordinary costs • 2013: Normal year for the bank on a new and different leval than before

  15. Presentation of the audited annual accounts and the Annual Report 2011 Presented by Janus Petersen, CEO Slide 15

  16. Financial results for 2011 Acquisition of Amagerbanken • Stronger business base • Strong geographical representation in Copenhagen and Capital region in Denmark • Stronger presence in Aarhus and Odense • 82,000 new retail customers • 10,000 new commercial clients • Deposit surplus + 1.3 bn • Assets in client portfolio + DKK 6 bn • 200 new employees

  17. 20,000 costumers 10,000 costumers 5,000 costumers 1 branch 25,000 customers 5 branches 120,000 customers 19 branches

  18. Financial results for 2011 Financial Highlights 2011 • Pre-tax profit DKK 31m • Operating profit DKK 134 compared to DKK 73m in 2010 – adjusted for non recurring costs • Net interest and fee income increased 16% to DKK 681m • Net income from insurance activities suffered from exceptionally bad weather in Q4 • Impairment charges amounted to DKK 101m (at the relative historical level of 0.85%) • Loans and advances increased 36% to DKK 11.8bn • Deposits increased by DKK 4.1m to DKK 13bn • Capital and liquidity remained strong (solvency 15.6% and deposit surplus DKK 1.3bn) • Outlook for Pre-tax profit before non recurring items and value adjustments in 2012 is DKK 150-200m 18

  19. Financial results for 2011 Highlights, GroupCore earnings DKK 235m and DKK 134m incl. impairments • Pre-tax profit amounted to DKK 31m • Integration and restructuring costs of DKK 99m • Core earnings incl. impairments improved by DKK 61m from 2010 to 2011 • Insurance income in Faroe Islands affected by claims of DKK 20-25m from exceptionally bad weather in Q4 2011 • Deposit surplus of DKK 1.3m 19

  20. Financial results for 2011 Highlights, BankingCore earnings DKK 233m but DKK 121m in Non Recurring Items • Core earnings incl. impairments improved by DKK 79m from 2010 to 2011 • Impairment charges amounted to DKK 101m against DKK 200m in 2010 • The number of employees has been reduced with 30 in 2012 • Focus on reducing the operating costs 20

  21. Financial results for 2011 Highlights, Faroe IslandsStable volumes and low impairments • Core earnings incl. impairments improved by DKK 125m from 2010 to 2011 • The loan level has been fairly stable 21

  22. Financial results for 2011 Highlights, DenmarkIncreased core earnings but high impairments • Core earnings DKK 48m in 2011 against DKK 9m in 2010 • Integration and restructuring costs of DKK 97m • The number of employees has been reduced in 2012 • Impairments DKK 67m net of reversed impairments at aquisition • Focus on reducing the operating costs 22

  23. Financial results for 2011 Highlights, GreenlandIncreased loans and core earnings • Core earnings DKK 10m in 2011 against DKK 9m in 2010 • Loans level stable since Q1 2011 23

  24. Financial results for 2011 Highlights, Insurance Profits before tax DKK 20m but bad Q4 due to bad weather • Core earnings DKK 6m in 2011 against DKK 19m in 2010 • Core earnings negative with DKK 23m in Q4 2011 • Insurance income in Faroe Islands affected by claims of DKK 20-25m from exceptionally bad weather in Q4 2011 • Relatively high claim level in Q4 2011

  25. Financial results for 2011 Highlights, Trygd • Core earnings DKK 5m in 2011 against DKK 20m in 2010 • Core earnings negative with DKK 20m in Q4 2011 • Insurance income affected by claims of DKK 20-25m from exceptionally bad weather in Q4 2011 • Relatively high claim level in Q4 2011 25

  26. Financial results for 2011 Highlights, Vørður • Core earnings DKK 5m in 2011 against DKK -1m in 2010 • Relatively high claim level in Q4 2011 26

  27. Financial results for 2011 ImpairmentsImpairment level as expected at historical average • Impairment charges amounting to DKK 101m in 2011 • 0,85 per cent of the loan portfolio • BankNordik’s average level approx. 0.8 per cent during the last fifteen years * Previous GAAP, the parent company

  28. Financial results for 2011 Loan, advances and garantees on sector Only 39% corporate and good diversification

  29. Financial results for 2011 Funding in place and strong solvency • Deposit surplus of DKK 1.3 billion • Solvency 15.6% (requirement is 9.5%) • Relative to liquidity requirement 115,3% 29

  30. Financial results for 2011 Outlook 2012 • Profit before value adjustments, taxes, sector costs and non-recurring costs relating to the integration DKK 150-200m (2011: DKK 134m) • One-off costs from acquisition and integration DKK 30-50m (2011: DKK 99m) • Profit after non-recurring costs DKK 100-170m (2011: DKK 35m) • Expected impairment charges DKK 80-120m (2011: DKK 101m) • Loans and advances are expected to be at the level at 31 December 2011 30

  31. Financial results for 2011 Strategy and focus 2012-14Improved businessplatform in place • Strategic assets • 180.000 customers • 600 employees • Profitable business concept • Sound credit portfolio • Strong geographical and industry diversification • Strategy • Proximity to the customers • Tight risk management • Operational profitability

  32. Financial results for 2011 Strategy and focus 2012-14ROE 12% before tax • Financial targets for 2012-2014 • ROE of 12% before tax • C/I ratio not higher than 60% • Solvency 13–16% • No decline in RWA • Excess liquidity cover of 100% • Key management priorities • Integration of the new activities • Attaining synergies • Organic growth

  33. 2 and 3. Submission of audited annual accounts for adoption and Annual Report 2011 and decision on distribution of profit in accordance with the adopted annual accounts Slide 33

  34. The Board of Directors proposes that the General Meeting adopt the annual accounts and allocation of net profits as presented in the Annual Report 2011. Slide 34

  35. 4. Election of members to the Board of Directors Slide 35

  36. Síða 36

  37. 5. Election of auditor/auditors Slide 37

  38. The Board of Directors proposes re-election of NOTA, Løggilt grannskoðanarfelag P/F and PwC Denmark as external auditors. Slide 38

  39. 6. Proposals from the Board of Directors Slide 39

  40. a. Amendment of the Articles of Association Finansieringfonden af 1992 proposes: • a)1 To revoke the quorum requirement in Article 9.2 when the General Meeting decides on the Board of Directors proposal a)2. The Board of Directors proposes: • The Board of Directors propose • a 2)In addition to the existing secondary names that “Amagerbanken (BankNordik)” is included as a new secondary name of the company. Slide 40

  41. Amendment of the Articles of Association • a 3)To replace the existing clause 6.3 with the following:Extraordinary general meetings shall be held pursuant to resolution by a general meeting, pursuant to decision by the board of directors of the auditor(s), or upon written request to the board of directors from shareholders holding no less than 5% of the share capital specifying the issue(s) to be considered. Extraordinary general meetings shall be convened within 14 (fourteen) days of receipt of a request to such effect. • a 4)To replace the existing clause 6.4 with the following:The board of directors shall convene general meetings by inserting a notice in Dimmalætting and in one or more of the other Faroese newspapers. The notice shall be inserted in the newspapers with no more than 5 (five) weeks and no less than 3 (three) weeks’ notice.

  42. Amendment of the Articles of Association • a 5)To replace the existing clause 7.1 with the following:Any shareholders shall be entitled to have a specific subject considered by the Company in Annual General Meeting. The Company shall receive proposals to this effect not later than six weeks prior to the General Meeting. If the Company receives the proposal later than six weeks prior to the General Meeting, the Board of Directors may decide, however, that the proposal has been submitted in time for the subject to be considered on the general meeting anyway.

  43. Amendment of the Articles of Association • a 6)To replace the existing clause 7.2 with the following:No later than three weeks prior to the General Meeting up until and including the day of the General Meeting, a copy of the notice convening the Meeting with agenda, the complete proposals the documents to be presented at the General Meeting, information about voting and capital structure at the time of convening the Meeting as well as forms for issue of proxy and voting by correspondence shall be available at the Company’s website. The annual report shall be sent to all registered shareholders upon request. • a 7)To replace “financial statement” in Article 7. 3.2, Article 7.3.3, Article 13.2 and Article 14.1 to be “Annual Report”

  44. Amendment of the Articles of Association • a 8)To replace the existing clause 8.1 with the following:A shareholders right to attend a general meeting and vote according to his shares shall be determined by the shares which such shareholder owns at the record date. The record date shall be one week prior to the general meeting. To replace the existing clause 8.2 with the following:Any shareholders who are entitled to attend the general meeting cf. article 8.1, and who wants to attend, shall apply for an admission card and vote not later than three days prior to the holding of the general meeting.

  45. b. Authorization to the Board of Directors to let the Bank acquire own shares • The Board of Directors requests that the General Meeting renews, until 30 March 2017, the following authority to allow the Bank to acquire its own shares: “The General Meeting authorises the Board of Directors – until 30 March 2017 – to permit the Bank – by way of ownership or pledge - to acquire own shares up to a total nominal value corresponding to 10% of the Bank’s share capital in accordance with Article [198] in the Companies Act. When the Bank acquires own shares by way of ownership, the share price shall not deviate from the market price by more than 10%.” Slide 45

  46. 7. Miscellaneous Slide 46

  47. Thank you for attending BankNordik’s Annual General Meeting 2012

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