Investor issues: Extract from the Articles of Association
You find information about the investor rights in extract from the Articles of Association of Investeringsforeningen Jyske Invest International here. Read more about the investor rights and processes in the Articles of Association of the individual associations under "Material".
Extract from the Articles of Association
The Annual General Meeting shall be held before the end of April at the latest.
Extraordinary General Meetings shall be held at the request of investors owning in aggregate not less than 5% of the total nominal value of the certificates in a given fund, or at the request of not fewer than two members of the Supervisory Board or an auditor.
General Meetings shall be called and agendas published at a written notice of at least two weeks and a maximum of four weeks to all registered investors upon request and at the Association's website and/or in the Danish daily press as the Supervisory Board may determine.
The notice convening the General Meeting shall list the time and place of the General Meeting as well as the agenda listing the matters to be discussed by members in General Meeting. Where the members in General Meeting shall discuss motions of amendments to the Articles of Association, the most important contents of the motion shall appear from the notice.
The agenda and the full wording of motions, and for Annual General Meetings, also the annual report including the auditor's report, shall be made available to the investors not later than two weeks prior to the Annual General Meeting. Motions from investors for consideration at an extraordinary general meeting shall have been submitted in writing to the Supervisory Board not later than one week before the general meeting Investors who wish to submit motions to be dealt with at the Annual General Meeting shall submit their motions in writing to the Supervisory Board not later than 1 February in the year when such general meeting is to be held.
Participation in general meetings
Any investor of the Association is together with any registered companion/adviser entitled to attend general meetings against presentation of an admission card. Admission cards can be ordered from the Association or from a representative named by the Association not later than five banking days prior to such meeting against presentation of documentation of possession of certificates of the Association. Investors shall only be allowed to vote for the certificates that have been registered in the name of the particular investor in the books of the Association not later than five banking days prior to the General Meeting.
The authority exercised by the General Meeting of the Association lies with the investors of a given fund as regards adoption of the fund’s financial statements, amendments to the Articles of Association as regards investment of fund assets, the terms and conditions of the fund for raising loans, issue and redemption, including the price calculation method of the fund, the allocation profile of the fund, minimum investment and the liquidation or merger of the fund and any other matters relating exclusively to the fund.
The authority exercised by the General Meeting of the Association lies with the investors of a share class as regards changes to the specific characteristics of the share class, the liquidation of the share class and any other issues relating exclusively to the share class.
Each investor shall have one vote for each certificate worth a nominal amount of DKK 100. For certificates denominated in another currency, votes will be calculated by multiplying the nominal value of the investor's certificates by the officially quoted exchange rate against DKK, 14 banking days prior to the General Meeting and divide the outcome by 100 and round down to the closest whole number. However, each investor shall have at least one vote. Each investor shall be allowed to be represented by proxy at the General Meeting. The Power of Attorney which shall be presented must be in writing and dated.The Power of Attorney to the Supervisory Board shall not remain valid for more than 12 months and must be issued for a particular General Meeting and an already disclosed agenda. A proxy may also be appointed electronically via the facility that may be made available by the Association for its investors via a website.
The members in General Meeting shall make resolutions by a simple majority of votes, except in the incidents listed below. No investor may, in person, vote for more than 1% of the total nominal value in DKK terms of the certificates in circulation from time to time in a fund where the vote concerns fund-specific matters or 1% of the total nominal value in DKK terms of all individual funds where the vote concerns joint matters.
Amendments to Articles of Association, merger and liquidation etc.
Resolution about amendments to these Articles of Association and resolution about the liquidation, splitting up, transfer or merger of the discontinuing Association shall only be valid if adopted by at least 2/3 of the votes cast as well as 2/3 of the voting share capital represented at the General Meeting.
Resolution about amendments to these Articles of Association’s rules for the investment of fund assets, the liquidation, splitting up, transfer or merger of the discontinuing fund shall at the General Meeting be made by the investors of the particular fund. Such resolution shall only be valid if adopted by at least 2/3 of the votes cast as well as 2/3 of the voting share capital represented at the General Meeting.
Resolution about amendments to these Articles of Association’s rules for the specific characteristics of a share class and the liquidation of a share class shall at the General Meeting be made by the investors of the share class. Such resolution shall only be valid if adopted by at least 2/3 of the votes cast as well as 2/3 of the voting share capital of the share class represented at the General Meeting.
Proxies to attend the first General Meeting shall, unless expressly revoked, be considered valid also in respect of the subsequent General Meeting in the absence of new items to the agenda.
Certificates of the Association
Each fund shall pay all expenses incurred in connection with the registration of certificates in a securities centre.
Statements of account from a securities centre shall serve as proof of the investor's share of the assets of the Association.
Certificates shall be issued to bearer, but at the request of the account-holding institute or a named registrar, they may be registered to the name of the holder in the books of the Association. Certificates are freely negotiable and transferable. No certificates shall carry any specific rights. No investor of the Association is obliged to have his or her certificates redeemed.
Fund unit redemption
The Association shall at the request of an investor redeem such investor's share of the assets of an individual fund.
The Association may postpone the redemption, where
- the Association cannot determine the net asset value due to market conditions, or
- the Association, out of consideration for an equal treatment of investors, does not determine the redemption price until the Association has realised the assets necessary for the redemption of the certificates.
The Danish Financial Supervisory Authority may demand that the Association postpones the redemption of certificates.