Name, registered office and objects
Article 1
The name of the company is "TrygVesta A/S".
The company also carries on business under the name of Tryg Vesta
Group A/S (TrygVesta A/S).
Article 2
The objects of the company are directly or indirectly to own
companies in full or in part that carry on insurance business in
Denmark and abroad or any other business permitted under Danish or
foreign legislation governing financial services.
Article 3
The company's registered office is situated in the municipality of
Ballerup, Denmark.
Share capital and shares
Article 4
The share capital of the company is DKK 1,700,000,000 divided into
shares of DKK 25 each. The share capital is fully paid up. The shares
are negotiable instruments. There are no restrictions on the
transferability of the shares. No shares carry special rights, and no
shareholders are under an obligation to have their shares redeemed in
whole or in part.
Article 5
The shares shall be issued to named holders and shall be registered
in the company's register of shareholders.
The company's register of shareholders is maintained by Aktiebog
Danmark A/S, Kongevejen 118, DK-2840 Holte.
Article 6
The shares are issued through the Danish Securities Centre
(Værdipapircentralen). Any rights attaching to the shares shall be
notified to the Danish Securities Centre pursuant to the rules in
force.
Article 7
Dividends payable on the company's shares shall be paid through the
Danish Securities Centre pursuant to the relevant rules.
The Supervisory Board is authorised to distribute extraordinary
dividends pursuant to the rules of the Danish Public Companies Act.
Authorisation to increase the share capital
Article 8
The Supervisory Board is authorised to increase the capital by one or
more issues of new shares up to a total amount of DKK 170,000,000.
The authorisation is valid until 21 September 2010. The increase may
be effected for cash or other consideration. If the share capital
increase is effected at market price, the Supervisory Board may
decide to effect the issue of shares without pre-emption rights to
existing shareholders, including by way of issuing the new shares as
full or partial consideration for the company's acquisition of an
existing company.
Article 9
The Supervisory Board is authorised to increase the share capital by
one or more issues of new shares up to a total amount of DKK
17,000,000. The authorisation is valid until 21 September 2010. The
new shares shall be offered to employees of the company and, as
resolved by the Supervisory Board, employees of all or some
subsidiaries without pre-emption rights to existing shareholders. The
new shares shall be issued at a price to be determined by the
Supervisory Board, which may be below market price.
Article 10
The shares issued pursuant to articles 8 and 9 above shall be issued
to named holders. The shares shall be negotiable instruments. There
shall be no restrictions on their transferability. No shares shall
carry special rights, and no shareholders shall be under an
obligation to redeem their shares in whole or in part.
The new shares carry rights from a time to be determined by the
Supervisory Board, which shall not be more than 12 months from
registration of the capital increase.
The Supervisory Board is authorised to determine the detailed terms
and conditions of capital increases effected under the above
authorisations. The Supervisory Board is furthermore authorised to
amend the company's articles of association as may be required in
consequence of the Supervisory Board's exercise of the above
authorisations.
General meetings
Article 11
The general meeting is the supreme authority in all company matters.
General meetings shall be held in the municipality of Ballerup or
elsewhere in Greater Copenhagen.
Article 12
General meetings are either ordinary or extraordinary. The annual
general meeting shall be held every year before the end of April.
General meetings shall be convened by the Supervisory Board giving
not less than eight days' and not more than four weeks' notice by
advertisement in at least one national newspaper, and by letter to
all shareholders recorded in the register of shareholders who have so
requested.
The convening notice shall state the time, place and agenda of the
general meeting.
Where a resolution to amend the articles of association is to be
considered by the shareholders, the notice shall state the essentials
of such proposal. Where a resolution of the kind specified in section
79 of the Danish Public Companies Act is to be considered by the
shareholders, the full wording of such resolution shall be set out in
the convening notice, which shall also be sent to all registered
shareholders.
Extraordinary general meetings shall be convened when determined by
the Supervisory Board or the auditor or when requested in writing,
stating a specific purpose, to the Supervisory Board by shareholders
holding at least one tenth of the share capital. Such request shall
be made in writing to the Supervisory Board accompanied by specific
proposals. In this case, a general meeting shall be convened within
14 days of receipt of the request.
Article 13
Any shareholder is entitled to have a specific subject considered by
the shareholders at the general meeting provided the shareholder
submits a written request to the Supervisory Board not later than
eight weeks before the date of the general meeting.
Article 14
Not later than eight days before a general meeting, the agenda and
the complete proposals, and in respect of annual general meetings
also the annual report, shall be available for inspection by the
shareholders at the company's head office and shall also be sent to
all registered shareholders who have so requested.
Article 15
A chairman appointed by the Supervisory Board shall preside over
general meetings. The chairman shall decide all matters relating to
the procedure of the meeting, the voting and its results.
Article 16
The agenda of the annual general meeting shall include the following
business:
1) Report of the Supervisory Board on the activities of the
company during the past financial year.
2) Presentation of the annual report for approval, including
determination of the Supervisory Board's remuneration, and discharge
of the Supervisory Board and the Executive Management.
3) Adoption of resolution as to the distribution of profit or
covering of loss, as the case may be, according to the annual report
as approved.
4) Any proposals from the Supervisory Board or from the
shareholders.
5) Election of members to the Supervisory Board.
6) Appointment of auditor.
7) Any other business.
Right to attend and right to vote
Article 17
Any shareholder is entitled to attend and to vote at general meetings
provided the shareholder has obtained an admission card from the
company's office not later than five days before the date of the
general meeting. Admission cards are issued to persons who are
recorded as shareholders in the register of shareholders or who
present a custody account statement, issued not more than five days
previously, from the Danish Securities Centre or the account-holding
bank (depository). Together with the statement, shareholders shall
submit a written declaration to the effect that they have not and
will not transfer the shares to any other person until the general
meeting has been held.
For shares which have been acquired by means of transfer, it is a
condition in order for such shareholder to exercise his/her right to
vote that the shares have been entered in the company's register of
shareholders or the shareholder has notified and documented his/her
acquisition before the general meeting is convened.
Each shareholding of DKK 25 carries one vote.
Members of the press are entitled to attend the company's general
meetings.
Shareholders may vote by a proxy who presents an admission card and a
written and dated proxy form. Proxy forms may be valid for a maximum
of 12 months. Proxy forms issued to the Supervisory Board shall,
however, apply to a specific general meeting with an agenda known in
advance.
Article 18
Resolutions put to the vote at general meetings shall be passed by a
simple majority of votes unless legislation or these articles of
association stipulate otherwise.
Resolutions to amend the company's articles of association or to wind
up the company require a majority vote of not less than two-thirds of
the votes cast as well as of the voting share capital represented at
the general meeting.
Minutes of the proceedings at general meetings and the resolutions
adopted shall be recorded in a minute book, which shall be signed by
the chairman of the meeting and the chairman of the Supervisory
Board.
The Supervisory Board
Article 19
The Supervisory Board has eight members elected by the shareholders
in general meeting for a term of one year.
As long as Tryg i Danmark smba owns more than 50% of the share
capital, the Supervisory Board is elected as follows:
- Four members are elected among the members of the
supervisory board of Tryg i Danmark smba, including the chairman of
the supervisory board of Tryg i Danmark smba.
- The other four members are elected among candidates who
are not also members of the board of representative, the supervisory
board or the executive management of Tryg i Danmark smba, or who do
not have a business or other professional relationship with Tryg i
Danmark smba or a family relationship with any of the aforementioned
persons. The determination of whether a Supervisory Board member or a
proposed Supervisory Board member meets the requirements of this
article 19(2) is made by the Supervisory Board.
Supervisory Board members are eligible for re-election. Persons who
have reached the age of 70 cannot be elected to the Supervisory
Board. Supervisory Board members must retire at the end of the annual
general meeting held in the year after they turn 70.
A Supervisory Board member who has held office for a total of nine
years must also retire. However, if the end of the nine-year term of
office does not coincide with an annual general meeting, such member
shall retire not later than at the next following annual general
meeting.
In addition to the members elected by the shareholders, the employees
of the company and its subsidiaries appoint four Supervisory Board
members and four alternates for a term of one year under a special
agreement with the employee associations of Tryg Forsikring A/S.
If the employees of the company and its subsidiaries decide to elect
company and/or group representation in the company pursuant to the
statutory provisions or if the agreement referred to in article 19(5)
is terminated by either party, the employees' right to appoint
members pursuant to article 19(5) will lapse.
As long as Tryg i Danmark smba holds more than 50% of the share
capital, the chairman of the supervisory board of Tryg i Danmark smba
in office from time to time shall be chairman of the Supervisory
Board of the company.
The Supervisory Board elects a deputy chairman.
The Supervisory Board forms a quorum when at least half of its
members, including the chairman or deputy chairman, are present.
Matters considered by the Supervisory Board are decided by a simple
majority of votes. In case of equality of votes, the chairman, or in
his absence the deputy chairman, shall have the casting vote.
The Supervisory Board shall adopt its rules of procedure. The
Supervisory Board may set up committees to do preparatory work for
the Supervisory Board's decisions.
Executive Management
Article 20
The Supervisory Board appoints the Executive Management consisting of
between two and six members and appoints a chief executive officer.
The Executive Management is in charge of the day-to-day management of
the company. The Supervisory Board establishes rules of procedure for
the Executive Management.
Powers to sign for the company
Article 21
The company is bound in legal transactions by the joint signatures of
all members of the Supervisory Board. The company is also bound in
legal transactions by the joint signatures of any one member of the
Supervisory Board and any one member of the Executive Management, or
by the joint signatures of any two members of the Executive
Management. The Supervisory Board may confer powers of procuration.
Audit
Article 22
The company's annual report shall be audited by a state-authorised
public accountant appointed at the general meeting for a term of one
year.
Financial year
Article 23
The financial year is the calendar year.
Publication
Article 24
The company's articles of association and the most recent approved
annual report are available to the public at the company's website.
Copies are available upon request from the company's office.
Transitional provisions
Article 25
The term of office of nine years referred to in article 19(4) shall
apply to Supervisory Board members elected for the first time by the
shareholders at the annual general meeting to be held in the spring
of 2006 or later. Supervisory Board members elected for the first
time prior to the annual general meeting to be held in the spring of
2006 shall not be eligible for re-election after the annual general
meeting to be held in the spring of 2013.
--o0o--
As adopted at the statutory general meeting held on 28 January and
most recently amended at extraordinary general meetings held on 28
June 2002, 30 September 2002, 9 October 2002, 3 December 2002, 31
July 2003, 21 January 2004, 26 April 2004, 8 June 2004, 6 October
2004, 7 April 2005, 21 September 2005, 30 March 2006 and 28 March
2007.
Chairman of the meeting:
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This is a translation of the original Danish articles of association
of TrygVesta A/S. In case of any discrepancies, the wording of the
Danish original applies.
