Extraordinary Shareholders' Meeting in Fionia Holding A/S


Stock Exchange Announcement no. 24/2009

The Board convenes in accordance with § 4 of the articles of association hereby
an extraordinary shareholders' meeting in Fionia Holding A/S, CVR No. 14669000
on 

Monday 19th October 2009 at 16:00 hrs
at Odense Congress Center, Ørbækvej 350, DK-5220 Odense SØ. 

Agenda: 

1) Modification of the object of the company in section 1.3 of the articles of
association, see below. 
2) Approval of the agreement of sale of shares in Fionia Bank A/S, CVR No.
31934745. 
3) Miscellaneous. 

This call replaces the call published on 17th September 2009 concerning an
extraordinary general meeting on Thursday 1st October 2009, cf Announcement No.
22 of 17th September 2009 and Announcement No. 23 of 28th September 2009, so
the shareholders' meeting on 1st October 2009 is cancelled and replaced by the
meeting covered by this call. 

The cancellation of the extraordinary shareholders' meeting on 1st October 2009
is only due to formalities. 

The Reason for the Board to call 
The reason why the Board convenes an extraordinary shareholders' meeting is as
follows: 

If the sale of the shares in Fionia Bank A/S is approved at the extraordinary
shareholders' meeting there is a possibility that the price that Nordea will
pay for the acquisition of the healthy parts of Fionia Bank A/S will be
increased by an amount of approx. DKK 200 mio., which - ceteris paribus - will
increase the possibility that there may be full or partial coverage of the
subordinated capital and possibly an amount to the shareholders.

The Current wording of the object in section 1.3 of the articles:

"The company's object is to own shares in Fionia Bank A/S and related
activities according to the Board's discretion". 
 
As a natural consequence of adopting item 2. of the agenda the Board proposes
that the object of the company in section 1.3 of the articles of association is
amended to the following: 

"The company's object is to operate the business in connection with the
liquidation after the sale of the subsidiary bank". 

Special adoption requirements 
Adoption of the proposal for modification of the articles of association on the
shareholders' meeting according to item 1 of the agenda requires special
majority, cf Companies Act § 78 and section 8.2 of the articles, according to
which adoption can only occur if the proposal is accepted and thus adopted by
at least 2/3 of as well the casted votes as of the share capital qualified to
vote and represented at the shareholders' meeting. 

The proposal mentioned in item 2 of the agenda can be adopted by simple
majority. 

Admission card and proxy 
According to section 4.3.1 of the articles of association the shareholders who
wish to participate in the meeting can request admission cards no later than 5
days before the meeting. Admission cards can be requested no later than 14th
October 2009 at 17:00 hrs at www.fioniaholding.dk, by telephone 65 20 40 60 or
by contacting the company at the address, Vestre Stationsvej 7, 5000 Odense C. 

By request of admission card the VP-account number must be provided. 

Shareholders may attend the meeting by proxy. In this case written and dated
power of attorney must be submitted when contacting the company requesting the
admission card. Power of attorney to the Board or to third party can be
downloaded from the website www.fioniaholding.dk. Nobody, except the Board, can
obtain proxy from more than one shareholder and a proxy can only be valid for
one shareholders'meeting pursuant to section 4.4 of the articles of
association. 

Size of share capital and voting rights 
The share capital of the company is DKK 181.405.200.00 divided into shares of
nominally DKK 10. 

All shareholders who have redeemed admission card have the right to vote. The
right to vote is indicated in section 2.4 and section. 8.3. of the articles of
association. 2.4 indicates that the purchaser of a share can not exercise
rights of a shareholder, unless the person is listed in the register of
shareholders, or has notified and documented his acquisition to the company. It
also follows from section. 8.3 of the articles of association that each share
amount of DKK 10,00 gives one vote at the shareholders' meeting. However, for
shares owned by the same shareholder no more than 10,000 votes can be provided.
For shares, which are owned by different owners according to the listing in the
register of shareholders of the company, it applies that these shares in terms
of section 3.1 of the articles of association  are considered belonging to one
shareholder, if there is such a special connection between the owners of the
shares that the exercise of the voting right of the shares shall be deemed
given by the same interest group, including cases where owners through share
ownership or otherwise are attached to or associated with a common group or
other common interest. Of section 3.1 of the articles of association follows
that no shareholder, apart from Fionia Banks Aktiefond, without the consent of
the Board can hold more than 10% of the share capital of the company. 

Shareholders may exercise their financial rights by contacting Fionia Bank A/S,
which administers such matters on behalf of Fionia Holding A/S, or via the
shareholder's own custodian bank. 

Agenda, etc.
As from Friday 9th October 2009 the agenda with complete presentation of the
proposals, which shall be considered at the shareholders' meeting, will be
submitted for inspection by the shareholders at the company's address and will 
also be available at www.fioniaholding.dk. 

The convening of the meeting with agenda and reproduction of the complete
proposals will also be distributed to any shareholder who has so requested when
the shareholder is listed in the register of shareholders. 

The doors will be open as from 15:00 hrs on the date of the extraordinary
shareholders' meeting. 

Odense, 1st October 2009
The Board