Financial Business Act.pdf

While this translation was carried out by a professional translation agency, the text
is to be regarded as an unofficial translation based on the latest official Consolidated
Act no. 286 of 4 April 2006. Only the Danish document has legal validity.
October 2006, GlobalDenmark Translations
(5) Resolutions regarding measures under subsection (1) may, notwithstanding sections 78
and 79 of the Public Companies Act, always be made with two thirds of the capital
represented. If half of the share capital is represented at the general meeting, resolutions
regarding measures may be made by simple majority. In savings banks and cooperative
savings banks, resolutions regarding measures under subsection (1) may always be made by
two thirds of the shareholder committee members of said savings banks or members of said
cooperative savings banks who are present at the meeting.
(6) The procedures mentioned in subsections (1)-(5) shall apply notwithstanding any
provisions hereon in the articles of association.
247.-(1) If the bank has lost its share capital, the board of directors of the bank may transfer
the activities of said bank fully or partly to another bank, cf. however section 204(1) regarding
approval by the Minister for Economic and Business Affairs.
(2) The board of directors shall, at the same time, invite the shareholders, members of the
cooperative savings bank, or the members of the shareholder committee of the savings bank,
to an information meeting regarding said transfer. Said meeting shall be held no later than 8
days after the resolution has been made, and the necessary costs of the meeting shall be paid
by the bank taking over, and said bank shall be entitled to participate in the meeting.
(3) The procedures mentioned in subsections (1) and (2) shall apply notwithstanding any
provisions hereon in the articles of association.
Special regulations for insurance companies regarding restoration and other measures
248.-(1) If an insurance company's capital base is smaller than the capital requirement, cf.
section 127, the Danish FSA shall require the company to draw up a plan for restoration of its
financial position and present said plan to the Danish FSA so that the Danish FSA may assess
whether the plan contains the measures necessary.
(2) The Danish FSA shall lay down more detailed provisions on the information to be included
in the restoration plan and on the period for which the plan shall be prepared.
(3) The company's plan shall aim at restoration of its financial position over a shorter period to
be determined by the Danish FSA, when
1) the capital base of an insurance company is less than one third of the solvency
requirement,
2) the capital base of an insurance company is less than the minimum capital requirement,
or
3) the core capital elements of insurance companies consisting of paid-up share capital
and guarantee capital, share premium, other reserves that do not correspond to
liabilities, retained earnings or losses, member accounts, special bonus provisions of
type B and the current profit for the year, add up to less than one-third of the solvency
requirement, or add up to an amount smaller than the minimum capital requirement.
EXCLUDING MINOR AMENDMENTS
(4) If the company has presented an operating plan to the Danish FSA under this Act, the
Danish FSA shall, in case of a financial deterioration of the company's financial position in
relation to said plan, make a decision regarding the necessary measures, and the Danish FSA
may require a new operating plan to be prepared for the following three accounting years.