Articles of Association
for
William Demant Holding A/S
Table of contents
1. Name 2
2. Registered office 2
3. Objects 2
4. Company capital 2
5. Shares in the Company 2
6. Authorisation for increase of capital 2
7. Powers, location and calling of the general meeting 3
8. General meeting of shareholders, agenda 4
9. General meeting, admittance card and voting rights 4
10. The general meeting, chairman, resolutions and minutes 5
11. The Board 5
12. Management 6
13. Power to bind the Company 6
14. Auditing and accounting year 7
The rights applicable to the new shares shall commence from the date on which
the shares are fully paid‑up.
The Board shall establish other detailed provisions for any increase of
capital, which is to be carried out under the above authorisations.
Report of the Board on the Company's activities during the past year.
Presentation of the audited annual report including consolidated financial
statement for approval.
Decision on the appropriation of profit or settlement of loss according to the
approved annual report.
Election of members to the Board.
Election of auditor.
Any proposals from the Board and/or the shareholders.
Any other business.
Re‑election to the Board shall be possible.
The foregoing articles of association adopted at the ordinary general meeting of
the Company held on 15 May 1997. Later amended at a board meeting on 30 June
1997, at a board meeting on 1 October 1997, at the ordinary general meeting on
12 May 1998, at the ordinary general meeting on 11 May 1999, at the ordinary
general meeting on 25 April 2000, at a board meeting on 20 November 2000, at the
ordinary general meeting on 4 April 2001, at the ordinary general meeting on 21
March 2002, at the ordinary general meeting on 25 March 2003, at the ordinary
general meeting on 25 March 2004, at the ordinary general meeting on 5 April
2005, at the ordinary general meeting on 30 March 2006, on 27 November 2006 in
connection with the capital increase on the basis of the issue of employee
shares, which have been issued in accordance with the Board's decision of 26
June 2006, cf. article 6.1 in the Articles of Association, and as amended at the
ordinary general meeting on 29 March 2007.
29 March 2007
Jørgen Boe
Attorney-at-Law
