IC COMPANYS A/S
ARTICLES OF ASSOCIATION
NAME, REGISTERED OFFICE AND OBJECTS
Article 1
The name of the Company is IC Companys A/S.
The Company also carries on business under the secondary names of InWear Group
A/S and Carli Gry International A/S.
Article 2
The registered office of the Company is in the Municipality of Copenhagen.
Article 3
The objects of the Company are to carry on trade and related activities in
clothing and activities derived therefrom.
CAPITAL, SHARES AND LISTING OF SHARES
Article 4
The Company's share capital is DKK 183,934,980 divided into shares of DKK 10
each or multiples thereof.
The share capital is fully paid up.
Article 5
The Company's shares shall be registered in the name of the holder in the
Company's Register of Shareholders.
The Company's shares shall be freely transferable, negotiable instruments.
The Board of Directors shall ensure that a Register of Shareholders is kept,
which contains a list of all shares in the Company. As resolved by the Board of
Directors, the Company's Register of Shareholders may be kept either by the
Company or by a registrar outside the Company to be designated by the Board of
Directors. The Company's register of Shareholders is kept by Danske Bank,
Holmens Kanal 2-12, 1092 København K.
No shareholder shall be obliged to let his shares be redeemed in full or in
part.
No shares shall carry any special rights.
Article 6
The Board of Directors shall be authorised to increase the share capital by up
to DKK 15,000,000 nominal value in one or more tranches. The Board of Directors
may determine to disapply the preemption rights of the existing shareholders in
full or in part, including that the new shares shall be applied as consideration
in connection with the Company's acquisition of an existing operation. The
subscription price shall be determined by the Board of Directors.
In addition, the Board of Directors shall be authorised to increase the share
capital by issuing new shares up to a total of DKK 4,000,000 nominal value in
one or more tranches without preemption rights to existing shareholders in
connection with an offer of new shares to the employees of the Company and its
subsidiaries. The subscription price shall be determined by the Board of
Directors and may be at a discount to the market price. - The Board of Directors
has in April 2005 used DKK 1.633.120 nominal value of its authorisation of which
DKK 2.366.880 remains.
The authorities to the Board of Directors shall be valid until 31 October 2008.
New shares issued under the authority to the Board of Directors shall be
registered in the name of the holder. The shares shall be freely transferable,
negotiable instruments, and no shareholder shall be under an obligation to let
his shares be redeemed in full or in part. No shares shall carry any special
rights.
Shareholder rights in respect of the new shares shall take effect when the
shares are fully paid up.
In other respects, the Board of Directors shall determine the specific terms and
conditions for the capital increase that may be effected in accordance with the
above authorities.
Article 6A
The Board of Directors shall be authorised, until 31 October 2008, to make one
or more issues of warrants up to a total of DKK 5,000,000 nominal value to the
Executive Board and management employees of the Company and its subsidiaries. On
15 April 2005, the Board of Directors exercised DKK 3,650,000 nominal value of
the authority, cf. Schedule 5 of these Articles of Association. Further, on 19
May 2006, the Board of Directors exercised DKK 650,000 nominal value of the
authority, cf. Schedule 6 of these Articles of Association, and DKK 700,000
nominal value of the authority therefore remains. On 23 November 2006, the Board
of Directors exercised DKK 300,000 nominal value of the authority, cf. Schedule
7 of these Articles of Association, and DKK 400,000 nominal value of the
authority therefore remains. On 11 April 2007, the Board of Directors exercised
DKK 100,000 nominal value of the authority, cf. Schedule 8 of these Articles of
Association, and DKK 300,000 nominal value of the authority therefore remains.
The existing shareholders of the Company shall have no rights of preemption in
respect of the warrants comprised by this authority. The warrants shall entitle
the holders to subscribe for shares at a price to be determined as the average
market price (based on "All trades" in the official price list) over the past
five business days prior to the decision by the Board of Directors to issue
warrants, provided that the minimum subscription price shall be the market price
on the date on which the Board of Directors makes its decision. The warrants
will be issued free of charge. The Board of Directors shall determine the
specific terms and conditions of the warrants issued under the authority.
The Board of Directors shall be authorised to increase the Company's share
capital in one or more issues by up to DKK 5,000,000 during the period until 31
October 2008 against cash payment in connection with the exercise of warrants.
The Company's existing shareholders shall have no rights of preemption to the
shares issued pursuant to the warrants. On 15 April 2005 the Board of Directors
has decided to increase the share capital of the Company by up to a total of DKK
3,650,000 nominal value as a consequence of the exercise of warrants granted,
cf. article 1 and schedule 5 of these Articles of Association. Further, on 19
May 2006 the Board of Directors has decided to increase the share capital of the
Company by up to a total of DKK 650,000 nominal value as a consequence of the
exercise of warrants granted, cf. article 1 and schedule 6 of these Articles of
Association, and DKK 700,000 nominal value of the authority therefore remains.
On 23 November 2006 the Board of Directors has decided to increase the share
capital of the Company by up to a total of DKK 300,000 nominal value as a
consequence of the exercise of warrants granted, cf. article 1 and schedule 7 of
these Articles of Association, and DKK 400,000 nominal value of the authority
therefore remains. On 11 April 2007 the Board of Directors has decided to
increase the share capital of the Company by up to a total of DKK 100,000
nominal value, cf. article 1 and schedule 8 of these Articles of Association.
DKK 300,000 nominal value of the authority now remains.
Shares subscribed for in connection with the exercise of warrants issued shall
be issued in the name of the holder and be recorded in the Company's Register of
Shareholders, and they shall be freely transferable, negotiable instruments. No
shareholder shall be obliged to let his shares be redeemed in full or in part,
and none of the new shares shall carry any special rights but shall rank pari
passu with all other shares in the Company. If, before the warrants have been
exercised, any general amendments have been made to the rights attaching to the
Company's shares, the new shares issued by exercising the warrants shall rank
pari passu with the other shares in the Company at the time the warrants are
exercised. If, before the warrants have been exercised, a resolution is adopted
in the Company to introduce share classes, each share subscribed after such
resolution on the basis of the warrants shall belong to the class of shares with
the best ranking.
In other respects, the Board of Directors shall determine the specific terms and
conditions for the capital increases that may be effected in accordance with the
authority.
Article 7
The Company's shares are listed on the Copenhagen Stock Exchange and issued
through the Danish Securities Centre (Værdipapircentralen).
Following registration of the shares with the Danish Securities Centre, dividend
is paid by transfer to accounts specified by the shareholders. Such transfer
shall be effected in accordance with the rules of the Danish Securities Centre
in force from time to time.
The entitlement to dividend is time-barred five years after the due date, after
which any unclaimed dividends accrue to the Company.
GENERAL MEETINGS
Article 8
All General Meetings shall be held in Greater Copenhagen.
The Annual General Meeting shall be held each year not later than four months
after the end of the financial year.
General Meetings shall be convened by the Board of Directors giving not less
than fourteen days' and not more than four weeks' notice by advertisement
inserted in one or more national daily newspapers as determined by the Board of
Directors.
The notice convening the meeting shall be in writing to all registered
shareholders, who have so requested, to the address recorded in the Register of
Shareholders.
The notice shall include the agenda of the General Meeting.
In order to be considered by the Annual General Meeting, resolutions proposed by
the shareholders must be submitted in writing to the Board of Directors not
later than two months after the end of the financial year.
Where a resolution is proposed to amend the Articles of Association, the notice
shall set out the main contents of the proposed resolution.
Where a proposed resolution must be passed by the majority specified in section
79 of the Danish Companies Act, the notice shall set out the proposed resolution
verbatim and shall be sent to all registered shareholders.
Not later than eight days before the General Meeting, the agenda and the
proposals to be considered, set out verbatim, and, in the case of the Annual
General Meeting, also the annual report with the auditors' report and signed by
the Executive Board and the Board of Directors, shall be made available for
inspection by the shareholders at the Company's offices.
Article 9
Extraordinary General Meetings shall be held when deemed appropriate by the
Board of Directors or at least one of the Company's auditors.
Extraordinary General Meetings shall be held when requested in writing by
shareholders holding at least one-tenth of the share capital.
The Extraordinary General Meeting shall be convened not later than two weeks
after the request has been received by the Company.
Article 10
The agenda of the Annual General Meeting shall include the following:
1. Report by the Board of Directors on the activities of the company.
2. Presentation of the annual report with the auditors' report and approval of
the annual report.
3. Resolution as to the application of the profit, including the declaration of
dividends, or for the treatment of the loss according to the approved annual
report.
4. Election of members to the Board of Directors.
5. Appointment of Auditors.
6. Any other business.
Article 11
Each share of DKK 10 nominal value shall entitle its holder to one vote at
General Meetings.
Shareholders who have acquired shares through a share transfer shall not be
entitled to exercise the voting rights on such shares at General Meetings which
have been convened before the shares have been recorded in the Register of
Shareholders or the shareholder has notified and documented his acquisition.
However, the shares acquired shall be deemed to be represented at the General
Meeting even though the voting right cannot be exercised if the shares have been
recorded in the Register of Shareholders prior to the General Meeting or if the
shareholder has notified and documented his acquisition.
Article 12
In addition to representatives of the press, all shareholders shall be entitled
to attend the General Meetings provided that they have obtained an admission
card from the Company's bankers or from the Company's head office against due
documentation of their holding not later than five calendar days before the date
of such General Meeting.
Shareholders are entitled to attend the General Meeting with an adviser or by
proxy. The proxy holder shall present a written and dated proxy that can be
granted for a maximum period of one year.
Article 13
The General Meeting shall be presided over by a Chairman appointed by the Board
of Directors, who need not be a shareholder in the Company. The Chairman shall
decide all matters relating to the way in which business is transacted.
Article 14
All resolutions at the General Meeting shall be passed by a simple majority of
votes, unless the Danish Companies Act prescribes special rules with regard to
representation and majority.
In the event of an equality of votes, the decision shall be made by drawing
lots.
Resolutions to amend this Article 14 on majority of votes can only be passed by
a majority of not less than nine-tenths of the votes cast at the General
Meeting.
Voting at General Meetings shall be by a show of hands unless the General
Meeting resolves to take a poll, or the Chairman of the meeting deems a pool
desirable.
Article 15
Amendments and additions required by the Danish Commerce and Companies Agency as
a condition for the registration of resolutions adopted by the General Meeting
as well as amendments to the Articles of Association which are required as a
consequence of amendments to legislation may be effected by the Board of
Directors without the consent of the General Meeting.
Article 16
Minutes of the proceedings of the General Meeting shall be entered into a minute
book, which shall be signed by the Chairman of the General Meeting.
BOARD OF DIRECTORS
Article 17
The Company shall be supervised by a Board of Directors composed of from four to
eight members elected by the General Meeting for one-year terms and such Board
members as may be elected by the employees pursuant to the relevant rules of
Danish legislation.
Board members are eligible for reelection.
Prior to the election of Board members at the General Meeting, candidates shall
disclose any directorships held by them in other Danish and foreign public
limited companies except for wholly-owned subsidiaries.
Article 18
The Board of Directors shall meet immediately after the Annual General Meeting
to elect one of its members to act as Chairman and one or two of its members to
act as Deputy Chairmen.
The Chairman shall ensure that Board meetings are held as and when necessary.
A member of the Board of Directors or a member of the Executive Board may
request that a meeting of the Board of Directors be convened.
Article 19
Board meetings shall generally be called giving at least eight days' notice.
Article 20
The matters considered by the Board of Directors shall be decided by a simple
majority of votes. In the event of an equality of votes, the Chairman shall have
a casting vote.
The Board of Directors shall form a quorum when more than half the Board
members, including the Chairman or one Deputy Chairman, are present.
Article 21
The Board of Directors shall, by rules of procedure, lay down further provisions
as to the duties and powers of the Board of Directors.
Article 22
Minutes of the Board meetings shall be entered into a minute book, which shall
be signed by all members of the Board of Directors.
The auditors' records shall be presented at all Board meetings. All entries
shall be signed by all members of the Board of Directors.
Article 23
The members of the Board of Directors shall receive annual emoluments as
approved in connection with the adoption of the accounts.
EXECUTIVE BOARD
Article 24
The Board of Directors shall appoint an Executive Board consisting of from one
to three members to be in charge of the day-to-day operations of the Company.
The Board of Directors shall appoint one of the members of the Executive Board
President & CEO, and may appoint one of the members Deputy CEO.
Details of the mutual powers and business conduct of the Board of Directors and
the Executive Board shall be laid down in rules of procedure drawn up by the
Board of Directors.
The Board of Directors may grant powers of procuration to sign on behalf of the
Company individually or collectively.
AUTHORITY TO BIND THE COMPANY
Article 25
The Company shall be bound by the Board of Directors acting together, or by
either the Chairman or a Deputy Chairman of the Board of Directors acting
together with a member of the Board of Directors or a member of the Executive
Board. The Company shall furthermore be bound by two members of the Executive
Board acting together.
ACCOUNTS AND AUDITING
Article 26
The Company's financial year runs from 1 July to 30 June. The transitional
financial year runs from 1 January 2001 to 30 June 2001.
The annual accounts and consolidated accounts shall be presented in a clear and
easily understandable manner in pursuance of the statutory rules and shall give
a true and fair view of the Group's and the Company's assets and liabilities,
financial position and result.
Article 27
The Company's accounts shall be audited by at least such number of state
authorised public accountants as is required by law. The auditors shall be
appointed by the General Meeting for one year at a time.
The Auditors shall be eligible for reappointment.
oo0oo
As adopted on 25 October 2006 at the Company's Annual General Meeting and
subsequently by the Board of Directors on 23 November 2006 and on 11 April 2007
in accordance with the authority granted in Article 6A.
The reduction in share capital as adopted by the Annual General Meeting on 25
October 2006 was effected on 26 January 2007.
Copenhagen, 11 April 2007
On the Board of Directors:
--------------------------------------------------------------------------------
| Niels Martinsen | | Henrik Heideby | | Ole Wengel |
--------------------------------------------------------------------------------
| Anders Colding | | Niels Hermansen | | Leif Juul Jørgensen |
| Friis | | | | |
--------------------------------------------------------------------------------
SCHEDULE 5
WARRANTS
Warrants
1. Resolution
Pursuant to the authority to issue warrants without preemption rights to the
Company's shareholders for shares with a nominal value of up to DKK 5,000,000
given to the Board of Directors pursuant to Article 6A of the Articles of
Association, the Board of Directors passed a resolution on 15 April 2005 to
issue warrants entitling the holders to subscribe shares with a nominal value of
up to DKK 3,650,000. In consequence thereof, the Board of Directors concurrently
passed a resolution concerning the related capital increase of up to DKK
3,650,000 nominal value. In so doing, the Board of Directors specified the
following terms and conditions for subscription and exercise of the warrants and
for the related cash capital increase:
2. Subscription period and consideration
The warrants may be subscribed by certain specified management employees of the
IC Companys Group in the period from 18 April 2005 to 30 April 2005, inclusive.
No consideration shall be paid for the warrants.
3. Amount and exercise price
Each warrant entitles the holder to subscribe one share of DKK 10 at the price
corresponding to the average market price (based on "All trades" in the official
price list) over the past five business days prior to the decision by the Board
of Directors to issue warrants - however, not less than the closing price “all
trades” quoted by the Copenhagen Stock Exchange on 15 April 2005 - plus 5% p.a.
from 15 April 2005 per share of DKK 10 nominal value.
The capital increase that can be subscribed on the basis of the warrants cannot
be more than DKK 3,650,000 nominal value and not less than DKK 10 nominal value,
see however clause 6 below, which provides that the number of shares
subscribable based on the warrants may be adjusted in certain circumstances.
A list of warrants issued shall be kept in connection with the Company's
Register of Shareholders.
4. Exercise of the warrants
4.1 The warrants granted can be exercised by subscribing shares during a period
of up to two weeks from publication of the Company's profit announcement for the
2006, 2007 and 2008 financial years (in the following referred to as
"subscription periods").
During each subscription period, up to one third of the warrants granted can be
exercised at one time to subscribe shares in the Company. Unexercised warrants
from one subscription period can be transferred to any subsequent subscription
period.
Notice of exercise of warrants shall be received by the Company within the
subscription periods specified. Notices shall specify the employee's custody
account with the Danish Securities Centre (Værdipapircentralen), and the
employee shall pay the subscription price when submitting the notice.
4.2 Exercise of the warrants is subject to the employee not having terminated
his employment on the exercise date. Unexercised warrants shall lapse without
compensation from the date when the employee has terminated his employment with
the Company or its subsidiaries.
5.1 Extraordinary exercise
Notwithstanding clause 4.1 above, the employee may also exercise his warrants in
event of the following:
(a) The Company's ownership changes in circumstances which - pursuant to the
Danish Securities Trading Act - give rise to a duty for the acquirer to make an
offer to take over the shares held by the remaining shareholders of the Company.
(b) The Company decides to delist the Company's shares.
Exercise of warrants by the employee according to (a) and (b) above shall be
subject to the employee having submitted a written notice of exercise to the
Company's Board of Directors not later than three months from publication of
such offer or such decision to delist the Company's shares.
5.2 Where the Company's competent bodies resolve to demerge the Company
otherwise than as described in clause 6.5 below or to liquidate the Company, the
employee shall be entitled to exercise any unexercised warrants notwithstanding
the provisions of clause 4.1 above. In that event the employee shall, within two
weeks of the Company's announcement of the resolution to demerge/liquidate,
notify the Company in writing that he wishes to exercise his warrants. At the
same time, the employee shall pay the subscription amount.
After expiry of this period, any warrants in respect of which notice of
exercise has not been given, shall lapse automatically without notice or
compensation.
6. Adjustment of subscription price and/or number of shares subscribable by
exercising the warrants in case of changes in the Company's capital structure
In case of changes in the Company's capital structure, the subscription price
referred to in clause 1 above or the number of shares that can be subscribed by
exercising the warrants, shall, in certain circumstances, be adjusted, see
clauses 6.1-6.8 below. Capital increases in connection with exercise of the
warrants shall not result in adjustment of the subscription price or the number
of shares.
6.1 Where the Company's competent bodies resolve
to increase the Company's share capital at a price lower than the market price;
to issue warrants, convertible debt, stock options or similar instruments that
entitle the holder to subscribe shares in the Company at a price lower than the
market price at the time of issue;
to reduce the Company's share capital by distribution to the shareholders at a
price higher than the market price;
the subscription price shall be reduced to such extent that the market value of
the warrants remains unchanged.
6.2 Where the Company's competent bodies resolve
to increase the Company's share capital at a price higher than the market price;
or
to reduce the Company's share capital by distribution to the shareholders at a
price lower than the market price;
the subscription price shall be increased to such extent that the market value
of the warrants remains unchanged.
6.3 Where the Company's competent bodies resolve to merge the Company with the
Company as the discontinuing company, the warrants shall be transferred so that
they entitle the holder to subscribe shares in the continuing company, and the
subscription price/the number of shares that can be subscribed by exercising the
warrants shall be increased or reduced to such extent that the market value of
the warrants remains unchanged.
6.4 Where the Company issues bonus shares to the existing shareholders, the
number of shares that the employee can subscribe by exercising his warrants
shall be increased proportionately, and the subscription price shall be reduced
to the effect that the total subscription price for the increased number of
shares corresponds to the subscription price for the original number of shares.
6.5 Where the Company's competent bodies resolve to demerge the Company, whereby
all shareholders receive a proportionate number of shares in the new company or
companies while also retaining shares in the Company, the employee shall receive
warrants in the new company or companies in the same proportion as the Company's
shareholders receive shares in the new company or companies. Furthermore, the
subscription price at the time of exercising the warrants shall be adjusted to
such extent that the market value of the warrants remains unchanged.
6.6 Where the Company's share capital is reduced to cover a loss, the number of
shares the employee can subscribe by exercising the warrants shall be reduced
(rounded down) so as to position the employee, as far as his capital interest in
the Company is concerned, as if the warrants had been exercised immediately
prior to the resolution to reduce the capital. The subscription price shall not
be changed.
6.7 In case of price-relevant changes in the Company of a nature and with
consequences to the employee similar to those described in clauses 6.1-6.6
above, a corresponding adjustment shall be made to the subscription price.
6.8 Where the Company's competent bodies resolve
to increase or reduce the Company's share capital at market price;
to merge, the Company being the continuing company;
to issue shares, warrants, convertible bonds, subscription rights, stock options
or similar instruments to employees and/or the management of the Company or its
subsidiaries in connection with a general employee share programme, possibly at
a price below the market price; or
to pay dividend;
the subscription price and the number of shares that can be subscribed shall
not be adjusted.
6.9 Where one of the acts referred to in clauses 6.1-6.7 above takes place prior
to an exercise period, the Company's Board of Directors shall request that the
Company's auditor calculates the adjustment to be made, so that the result of
the calculation can be sent in writing to the employee not later than one week
prior to the beginning of the relevant exercise period.
The auditor's calculation shall be made in accordance with accepted principles.
Where the calculation is to be based on a determination of the Company's market
capitalisation, such determination shall be made in accordance with generally
accepted principles, duly taking into account the market price of the Company's
shares. The auditor's calculation shall be final and binding on the Company and
the employee.
Where adjustments made pursuant to clause 6 hereof result in a subscription
price below par, the general rule is that the warrants cannot be exercised. The
employee can, however, exercise the warrants on accepting an increase to par of
the subscription price without any entitlement to compensation for such
increase.
7. Assignment
The warrants cannot - except with the consent of the Company's Board of
Directors - be taken in execution, be assigned or transferred in any other way,
including in connection with a division of property, neither to be held nor as
security.
8. Tax consequences
The tax consequences in connection with subscription of the warrants and their
exercise shall be of no concern to the Company.
9. Terms and conditions of new shares
Pursuant to the Board of Directors' resolution on issuance of warrants, the
following terms and conditions shall apply to new shares issued by exercise of
warrants:
that there shall be no preemption rights to the existing shareholders in respect
of new shares issued on the basis of the warrants;
that payment for new shares issued on the basis of the warrants shall be made in
cash on subscription;
that new shares issued on exercise of the warrants shall be issued to named
holders and recorded in the Company's Register of Shareholders;
that new shares issued on exercise of the warrants shall be negotiable
instruments;
that new shares issued on exercise of the warrants shall not be subject to
restrictions to the preemption rights in case of future capital increases;
that new shares issued on exercise of the warrants shall rank for full dividends
and carry other rights in the Company as from the financial year in which the
shares are subscribed, but not for the preceding financial year;
that if, prior to the exercise of the warrants, the rights attaching to the
Company's shares have been altered in general, new shares issued on exercise of
the warrants shall rank pari passu with the other shares in the Company at the
time of such exercise; and
that the Company shall pay the costs arising out of the issue of the warrants
and subsequent capital increases in connection therewith. The Company's costs
arising out of the issue of the warrants are DKK 15,000 and the costs of the
related capital increases are estimated at DKK 30,000 for each capital increase.
10. Implementation of capital increase
The Board of Directors shall effect the capital increases related to the
exercise of the warrants pursuant to the provisions of section 36 of the Danish
Companies Act. For details on the rights attaching to the new shares, see clause
9 above.
SCHEDULE 6
WARRANTS
Warrants
1. Resolution
Pursuant to the Board of Directors' authority to issue warrants without
preemption rights to the Company's shareholders for shares with a nominal value
of up to DKK 1,350,000 given to the Board of Directors pursuant to Article 6A of
the Articles of Association, the Board of Directors passed a resolution on 19
May 2006 to issue warrants entitling the holders to subscribe shares with a
nominal value of up to DKK 650,000. In consequence thereof, the Board of
Directors concurrently passed a resolution concerning the related capital
increase of up to DKK 650,000 nominal value. In so doing, the Board of Directors
specified the following terms and conditions for subscription and exercise of
the warrants and for the related cash capital increase:
2. Subscription period and consideration
The warrants may be subscribed by certain specified management employees of the
IC Companys Group in the period from 19 May 2006 to 31 May 2006, inclusive.
No consideration shall be paid for the warrants.
3. Amount and exercise price
Each warrant entitles the holder to subscribe one share of DKK 10 at the price
corresponding to the average market price (based on "All trades" in the official
price list) over the past five business days prior to the decision by the Board
of Directors to issue warrants - however, not less than the closing price “all
trades” quoted by the Copenhagen Stock Exchange on 19 May 2006 - plus 5% p.a.
from 19 May 2006 per share of DKK 10 nominal value.
The capital increase that can be subscribed on the basis of the warrants cannot
be more than DKK 650,000 nominal value and not less than DKK 10 nominal value,
see however clause 6 below, which provides that the number of shares
subscribable based on the warrants may be adjusted in certain circumstances.
A list of warrants issued shall be kept in connection with the Company's
Register of Shareholders.
4. Exercise of the warrants
4.1 The warrants granted can be exercised by subscribing shares during a period
of up to two weeks from publication of the Company's profit announcement for the
2007, 2008 and 2009 financial years (in the following referred to as
"subscription periods").
During each subscription period, up to one third of the warrants granted can be
exercised at one time to subscribe shares in the Company. Unexercised warrants
from one subscription period can be transferred to any subsequent subscription
period.
Notice of exercise of warrants shall be received by the Company within the
subscription periods specified. Notices shall specify the employee's custody
account with the Danish Securities Centre (Værdipapircentralen), and the
employee shall pay the subscription price when submitting the notice.
4.2 Exercise of the warrants is subject to the employee not having terminated
his employment on the exercise date. Unexercised warrants shall lapse without
compensation from the date when the employee has terminated his employment with
the Company or its subsidiaries.
5.1 Extraordinary exercise
Notwithstanding clause 4.1 above, the employee may also exercise his warrants in
event of the following:
(a) The Company's ownership changes in circumstances which - pursuant to the
Danish Securities Trading Act - give rise to a duty for the acquirer to make an
offer to take over the shares held by the remaining shareholders of the Company.
(b) The Company decides to delist the Company's shares.
Exercise of warrants by the employee according to (a) and (b) above shall be
subject to the employee having submitted a written notice of exercise to the
Company's Board of Directors not later than three months from publication of
such offer or such decision to delist the Company's shares.
5.2 Where the Company's competent bodies resolve to demerge the Company
otherwise than as described in clause 6.5 below or to liquidate the Company, the
employee shall be entitled to exercise any unexercised warrants notwithstanding
the provisions of clause 4.1 above. In that event the employee shall, within two
weeks of the Company's announcement of the resolution to demerge/liquidate,
notify the Company in writing that he wishes to exercise his warrants. At the
same time, the employee shall pay the subscription amount.
After expiry of this period, any warrants in respect of which notice of
exercise has not been given, shall lapse automatically without notice or
compensation.
6. Adjustment of subscription price and/or number of shares subscribable by
exercising the warrants in case of changes in the Company's capital structure
In case of changes in the Company's capital structure, the subscription price
referred to in clause 1 above or the number of shares that can be subscribed by
exercising the warrants, shall, in certain circumstances, be adjusted, see
clauses 6.1-6.8 below. Capital increases in connection with exercise of the
warrants shall not result in adjustment of the subscription price or the number
of shares.
6.1 Where the Company's competent bodies resolve
to increase the Company's share capital at a price lower than the market price;
to issue warrants, convertible debt, stock options or similar instruments that
entitle the holder to subscribe shares in the Company at a price lower than the
market price at the time of issue;
to reduce the Company's share capital by distribution to the shareholders at a
price higher than the market price;
the subscription price shall be reduced to such extent that the market value of
the warrants remains unchanged.
6.2 Where the Company's competent bodies resolve
to increase the Company's share capital at a price higher than the market price;
or
to reduce the Company's share capital by distribution to the shareholders at a
price lower than the market price;
the subscription price shall be increased to such extent that the market value
of the warrants remains unchanged.
6.3 Where the Company's competent bodies resolve to merge the Company with the
Company as the discontinuing company, the warrants shall be transferred so that
they entitle the holder to subscribe shares in the continuing company, and the
subscription price/the number of shares that can be subscribed by exercising the
warrants shall be increased or reduced to such extent that the market value of
the warrants remains unchanged.
6.4 Where the Company issues bonus shares to the existing shareholders, the
number of shares that the employee can subscribe by exercising his warrants
shall be increased proportionately, and the subscription price shall be reduced
to the effect that the total subscription price for the increased number of
shares corresponds to the subscription price for the original number of shares.
6.5 Where the Company's competent bodies resolve to demerge the Company, whereby
all shareholders receive a proportionate number of shares in the new company or
companies while also retaining shares in the Company, the employee shall receive
warrants in the new company or companies in the same proportion as the Company's
shareholders receive shares in the new company or companies. Furthermore, the
subscription price at the time of exercising the warrants shall be adjusted to
such extent that the market value of the warrants remains unchanged.
6.6 Where the Company's share capital is reduced to cover a loss, the number of
shares the employee can subscribe by exercising the warrants shall be reduced
(rounded down) so as to position the employee, as far as his capital interest in
the Company is concerned, as if the warrants had been exercised immediately
prior to the resolution to reduce the capital. The subscription price shall not
be changed.
6.7 In case of price-relevant changes in the Company of a nature and with
consequences to the employee similar to those described in clauses 6.1-6.6
above, a corresponding adjustment shall be made to the subscription price.
6.8 Where the Company's competent bodies resolve
to increase or reduce the Company's share capital at market price;
to merge, the Company being the continuing company;
to issue shares, warrants, convertible bonds, subscription rights, stock options
or similar instruments to employees and/or the management of the Company or its
subsidiaries in connection with a general employee share programme, possibly at
a price below the market price; or
to pay dividend;
the subscription price and the number of shares that can be subscribed shall
not be adjusted.
6.9 Where one of the acts referred to in clauses 6.1-6.7 above takes place prior
to an exercise period, the Company's Board of Directors shall request that the
Company's auditor calculates the adjustment to be made, so that the result of
the calculation can be sent in writing to the employee not later than one week
prior to the beginning of the relevant exercise period.
The auditor's calculation shall be made in accordance with accepted principles.
Where the calculation is to be based on a determination of the Company's market
capitalisation, such determination shall be made in accordance with generally
accepted principles, duly taking into account the market price of the Company's
shares. The auditor's calculation shall be final and binding on the Company and
the employee.
Where adjustments made pursuant to clause 6 hereof result in a subscription
price below par, the general rule is that the warrants cannot be exercised. The
employee can, however, exercise the warrants on accepting an increase to par of
the subscription price without any entitlement to compensation for such
increase.
7. Assignment
The warrants cannot - except with the consent of the Company's Board of
Directors - be taken in execution, be assigned or transferred in any other way,
including in connection with a division of property, neither to be held nor as
security.
8. Tax consequences
The tax consequences in connection with subscription of the warrants and their
exercise shall be of no concern to the Company.
9. Terms and conditions of new shares
Pursuant to the Board of Directors' resolution on issuance of warrants, the
following terms and conditions shall apply to new shares issued by exercise of
warrants:
that there shall be no preemption rights to the existing shareholders in respect
of new shares issued on the basis of the warrants;
that payment for new shares issued on the basis of the warrants shall be made in
cash on subscription;
that new shares issued on exercise of the warrants shall be issued to named
holders and recorded in the Company's Register of Shareholders;
that new shares issued on exercise of the warrants shall be negotiable
instruments;
that new shares issued on exercise of the warrants shall not be subject to
restrictions to the preemption rights in case of future capital increases;
that new shares issued on exercise of the warrants shall rank for full dividends
and carry other rights in the Company as from the financial year in which the
shares are subscribed, but not for the preceding financial year;
that if, prior to the exercise of the warrants, the rights attaching to the
Company's shares have been altered in general, new shares issued on exercise of
the warrants shall rank pari passu with the other shares in the Company at the
time of such exercise; and
that the Company shall pay the costs arising out of the issue of the warrants
and subsequent capital increases in connection therewith. The Company's costs
arising out of the issue of the warrants are DKK 15,000 and the costs of the
related capital increases are estimated at DKK 30,000 for each capital increase.
10. Implementation of capital increase
The Board of Directors shall effect the capital increases related to the
exercise of the warrants pursuant to the provisions of section 36 of the Danish
Companies Act. For details on the rights attaching to the new shares, see clause
9 above.
SCHEDULE 7
WARRANTS
Warrants
1. Resolution
Pursuant to the Board of Directors' authority to issue warrants without
preemption rights to the Company's shareholders for shares with a nominal value
of up to DKK 700,000 given to the Board of Directors pursuant to Article 6A of
the Articles of Association, the Board of Directors passed a resolution on 23
November 2006 to issue warrants entitling the holders to subscribe shares with a
nominal value of up to DKK 300,000. In consequence thereof, the Board of
Directors concurrently passed a resolution concerning the related capital
increase of up to DKK 300,000 nominal value. In so doing, the Board of Directors
specified the following terms and conditions for subscription and exercise of
the warrants and for the related cash capital increase:
2. Subscription period and consideration
The warrants may be subscribed by certain specified management employees of the
IC Companys Group in the period from 24 November 2006 to 8 December 2006,
inclusive.
No consideration shall be paid for the warrants.
3. Amount and exercise price
Each warrant entitles the holder to subscribe one share of DKK 10 at the price
corresponding to the average market price (based on "All trades" in the official
price list) over the past five business days prior to the decision by the Board
of Directors to issue warrants - however, not less than the closing price “all
trades” quoted by the Copenhagen Stock Exchange on 23 November 2006 - plus 5%
p.a. from 24 November 2006 per share of DKK 10 nominal value.
The capital increase that can be subscribed on the basis of the warrants cannot
be more than DKK 300,000 nominal value and not less than DKK 10 nominal value,
see however clause 6 below, which provides that the number of shares
subscribable based on the warrants may be adjusted in certain circumstances.
A list of warrants issued shall be kept in connection with the Company's
Register of Shareholders.
4. Exercise of the warrants
4.1 The warrants granted can be exercised by subscribing shares during a period
of up to two weeks from publication of the Company's profit announcement for the
2007, 2008 and 2009 financial years (in the following referred to as
"subscription periods").
During each subscription period, up to one third of the warrants granted can be
exercised at one time to subscribe shares in the Company. Unexercised warrants
from one subscription period can be transferred to any subsequent subscription
period.
Notice of exercise of warrants shall be received by the Company within the
subscription periods specified. Notices shall specify the employee's custody
account with the Danish Securities Centre (Værdipapircentralen), and the
employee shall pay the subscription price when submitting the notice.
4.2 Exercise of the warrants is subject to the employee not having terminated
his employment on the exercise date. Unexercised warrants shall lapse without
compensation from the date when the employee has terminated his employment with
the Company or its subsidiaries.
5.1 Extraordinary exercise
Notwithstanding clause 4.1 above, the employee may also exercise his warrants in
event of the following:
(a) The Company's ownership changes in circumstances which - pursuant to the
Danish Securities Trading Act - give rise to a duty for the acquirer to make an
offer to take over the shares held by the remaining shareholders of the Company.
(b) The Company decides to delist the Company's shares.
Exercise of warrants by the employee according to (a) and (b) above shall be
subject to the employee having submitted a written notice of exercise to the
Company's Board of Directors not later than three months from publication of
such offer or such decision to delist the Company's shares.
5.2 Where the Company's competent bodies resolve to demerge the Company
otherwise than as described in clause 6.5 below or to liquidate the Company, the
employee shall be entitled to exercise any unexercised warrants notwithstanding
the provisions of clause 4.1 above. In that event the employee shall, within two
weeks of the Company's announcement of the resolution to demerge/liquidate,
notify the Company in writing that he wishes to exercise his warrants. At the
same time, the employee shall pay the subscription amount.
After expiry of this period, any warrants in respect of which notice of
exercise has not been given, shall lapse automatically without notice or
compensation.
6. Adjustment of subscription price and/or number of shares subscribable by
exercising the warrants in case of changes in the Company's capital structure
In case of changes in the Company's capital structure, the subscription price
referred to in clause 1 above or the number of shares that can be subscribed by
exercising the warrants, shall, in certain circumstances, be adjusted, see
clauses 6.1-6.8 below. Capital increases in connection with exercise of the
warrants shall not result in adjustment of the subscription price or the number
of shares.
6.1 Where the Company's competent bodies resolve
to increase the Company's share capital at a price lower than the market price;
to issue warrants, convertible debt, stock options or similar instruments that
entitle the holder to subscribe shares in the Company at a price lower than the
market price at the time of issue;
to reduce the Company's share capital by distribution to the shareholders at a
price higher than the market price;
the subscription price shall be reduced to such extent that the market value of
the warrants remains unchanged.
6.2 Where the Company's competent bodies resolve
to increase the Company's share capital at a price higher than the market price;
or
to reduce the Company's share capital by distribution to the shareholders at a
price lower than the market price;
the subscription price shall be increased to such extent that the market value
of the warrants remains unchanged.
6.3 Where the Company's competent bodies resolve to merge the Company with the
Company as the discontinuing company, the warrants shall be transferred so that
they entitle the holder to subscribe shares in the continuing company, and the
subscription price/the number of shares that can be subscribed by exercising the
warrants shall be increased or reduced to such extent that the market value of
the warrants remains unchanged.
6.4 Where the Company issues bonus shares to the existing shareholders, the
number of shares that the employee can subscribe by exercising his warrants
shall be increased proportionately, and the subscription price shall be reduced
to the effect that the total subscription price for the increased number of
shares corresponds to the subscription price for the original number of shares.
6.5 Where the Company's competent bodies resolve to demerge the Company, whereby
all shareholders receive a proportionate number of shares in the new company or
companies while also retaining shares in the Company, the employee shall receive
warrants in the new company or companies in the same proportion as the Company's
shareholders receive shares in the new company or companies. Furthermore, the
subscription price at the time of exercising the warrants shall be adjusted to
such extent that the market value of the warrants remains unchanged.
6.6 Where the Company's share capital is reduced to cover a loss, the number of
shares the employee can subscribe by exercising the warrants shall be reduced
(rounded down) so as to position the employee, as far as his capital interest in
the Company is concerned, as if the warrants had been exercised immediately
prior to the resolution to reduce the capital. The subscription price shall not
be changed.
6.7 In case of price-relevant changes in the Company of a nature and with
consequences to the employee similar to those described in clauses 6.1-6.6
above, a corresponding adjustment shall be made to the subscription price.
6.8 Where the Company's competent bodies resolve
to increase or reduce the Company's share capital at market price;
to merge, the Company being the continuing company;
to issue shares, warrants, convertible bonds, subscription rights, stock options
or similar instruments to employees and/or the management of the Company or its
subsidiaries in connection with a general employee share programme, possibly at
a price below the market price; or
to pay dividend;
the subscription price and the number of shares that can be subscribed shall
not be adjusted.
6.9 Where one of the acts referred to in clauses 6.1-6.7 above takes place prior
to an exercise period, the Company's Board of Directors shall request that the
Company's auditor calculates the adjustment to be made, so that the result of
the calculation can be sent in writing to the employee not later than one week
prior to the beginning of the relevant exercise period.
The auditor's calculation shall be made in accordance with accepted principles.
Where the calculation is to be based on a determination of the Company's market
capitalisation, such determination shall be made in accordance with generally
accepted principles, duly taking into account the market price of the Company's
shares. The auditor's calculation shall be final and binding on the Company and
the employee.
Where adjustments made pursuant to clause 6 hereof result in a subscription
price below par, the general rule is that the warrants cannot be exercised. The
employee can, however, exercise the warrants on accepting an increase to par of
the subscription price without any entitlement to compensation for such
increase.
7. Assignment
The warrants cannot - except with the consent of the Company's Board of
Directors - be taken in execution, be assigned or transferred in any other way,
including in connection with a division of property, neither to be held nor as
security.
8. Tax consequences
The tax consequences in connection with subscription of the warrants and their
exercise shall be of no concern to the Company.
9. Terms and conditions of new shares
Pursuant to the Board of Directors' resolution on issuance of warrants, the
following terms and conditions shall apply to new shares issued by exercise of
warrants:
that there shall be no preemption rights to the existing shareholders in respect
of new shares issued on the basis of the warrants;
that payment for new shares issued on the basis of the warrants shall be made in
cash on subscription;
that new shares issued on exercise of the warrants shall be issued to named
holders and recorded in the Company's Register of Shareholders;
that new shares issued on exercise of the warrants shall be negotiable
instruments;
that new shares issued on exercise of the warrants shall not be subject to
restrictions to the preemption rights in case of future capital increases;
that new shares issued on exercise of the warrants shall rank for full dividends
and carry other rights in the Company as from the financial year in which the
shares are subscribed, but not for the preceding financial year;
that if, prior to the exercise of the warrants, the rights attaching to the
Company's shares have been altered in general, new shares issued on exercise of
the warrants shall rank pari passu with the other shares in the Company at the
time of such exercise; and
that the Company shall pay the costs arising out of the issue of the warrants
and subsequent capital increases in connection therewith. The Company's costs
arising out of the issue of the warrants are DKK 15,000 and the costs of the
related capital increases are estimated at DKK 30,000 for each capital increase.
10. Implementation of capital increase
The Board of Directors shall effect the capital increases related to the
exercise of the warrants pursuant to the provisions of section 36 of the Danish
Companies Act. For details on the rights attaching to the new shares, see clause
9 above.
SCHEDULE 8
WARRANTS
Warrants
1. Resolution
Pursuant to the Board of Directors' authority to issue warrants without
preemption rights to the Company's shareholders for shares with a nominal value
of up to DKK 700,000 given to the Board of Directors pursuant to Article 6A of
the Articles of Association, the Board of Directors passed a resolution on 23
November 2006 to issue warrants entitling the holders to subscribe shares with a
nominal value of up to DKK 300,000. In consequence thereof, the Board of
Directors concurrently passed a resolution concerning the related capital
increase of up to DKK 300,000 nominal value. In so doing, the Board of Directors
specified the following terms and conditions for subscription and exercise of
the warrants and for the related cash capital increase:
2. Subscription period and consideration
The warrants may be subscribed by Thomas Ulstrup, employed with IC Companys A/S
as Brand Director of InWear, in the period from 12 April 2007 to 30 April 2007,
inclusive.
No consideration shall be paid for the warrants.
3. Amount and exercise price
Each warrant entitles the holder to subscribe one share of DKK 10 at the price
corresponding to the average market price (based on "All trades" in the official
price list) over the past five business days prior to the decision by the Board
of Directors to issue warrants - however, not less than the closing price “all
trades” quoted by the Copenhagen Stock Exchange on 11 April 2007 - plus 5% p.a.
from 11 April 2007 per share of DKK 10 nominal value.
The capital increase that can be subscribed on the basis of the warrants cannot
be more than DKK 300,000 nominal value and not less than DKK 10 nominal value,
see however clause 6 below, which provides that the number of shares
subscribable based on the warrants may be adjusted in certain circumstances.
A list of warrants issued shall be kept in connection with the Company's
Register of Shareholders.
4. Exercise of the warrants
4.1 The warrants granted can be exercised by subscribing shares during a period
of up to two weeks from publication of the Company's profit announcement for the
2007, 2008 and 2009 financial years (in the following referred to as
"subscription periods").
During each subscription period, up to one third of the warrants granted can be
exercised at one time to subscribe shares in the Company. Unexercised warrants
from one subscription period can be transferred to any subsequent subscription
period.
Notice of exercise of warrants shall be received by the Company within the
subscription periods specified. Notices shall specify the employee's custody
account with the Danish Securities Centre (Værdipapircentralen), and the
employee shall pay the subscription price when submitting the notice.
4.2 Exercise of the warrants is subject to the employee not having terminated
his employment on the exercise date. Unexercised warrants shall lapse without
compensation from the date when the employee has terminated his employment with
the Company or its subsidiaries.
5.1 Extraordinary exercise
Notwithstanding clause 4.1 above, the employee may also exercise his warrants in
event of the following:
(a) The Company's ownership changes in circumstances which - pursuant to the
Danish Securities Trading Act - give rise to a duty for the acquirer to make an
offer to take over the shares held by the remaining shareholders of the Company.
(b) The Company decides to delist the Company's shares.
Exercise of warrants by the employee according to (a) and (b) above shall be
subject to the employee having submitted a written notice of exercise to the
Company's Board of Directors not later than three months from publication of
such offer or such decision to delist the Company's shares.
5.2 Where the Company's competent bodies resolve to demerge the Company
otherwise than as described in clause 6.5 below or to liquidate the Company, the
employee shall be entitled to exercise any unexercised warrants notwithstanding
the provisions of clause 4.1 above. In that event the employee shall, within two
weeks of the Company's announcement of the resolution to demerge/liquidate,
notify the Company in writing that he wishes to exercise his warrants. At the
same time, the employee shall pay the subscription amount.
After expiry of this period, any warrants in respect of which notice of
exercise has not been given, shall lapse automatically without notice or
compensation.
6. Adjustment of subscription price and/or number of shares subscribable by
exercising the warrants in case of changes in the Company's capital structure
In case of changes in the Company's capital structure, the subscription price
referred to in clause 1 above or the number of shares that can be subscribed by
exercising the warrants, shall, in certain circumstances, be adjusted, see
clauses 6.1-6.8 below. Capital increases in connection with exercise of the
warrants shall not result in adjustment of the subscription price or the number
of shares.
6.1 Where the Company's competent bodies resolve
to increase the Company's share capital at a price lower than the market price;
to issue warrants, convertible debt, stock options or similar instruments that
entitle the holder to subscribe shares in the Company at a price lower than the
market price at the time of issue;
to reduce the Company's share capital by distribution to the shareholders at a
price higher than the market price;
the subscription price shall be reduced to such extent that the market value of
the warrants remains unchanged.
6.2 Where the Company's competent bodies resolve
to increase the Company's share capital at a price higher than the market price;
or
to reduce the Company's share capital by distribution to the shareholders at a
price lower than the market price;
the subscription price shall be increased to such extent that the market value
of the warrants remains unchanged.
6.3 Where the Company's competent bodies resolve to merge the Company with the
Company as the discontinuing company, the warrants shall be transferred so that
they entitle the holder to subscribe shares in the continuing company, and the
subscription price/the number of shares that can be subscribed by exercising the
warrants shall be increased or reduced to such extent that the market value of
the warrants remains unchanged.
6.4 Where the Company issues bonus shares to the existing shareholders, the
number of shares that the employee can subscribe by exercising his warrants
shall be increased proportionately, and the subscription price shall be reduced
to the effect that the total subscription price for the increased number of
shares corresponds to the subscription price for the original number of shares.
6.5 Where the Company's competent bodies resolve to demerge the Company, whereby
all shareholders receive a proportionate number of shares in the new company or
companies while also retaining shares in the Company, the employee shall receive
warrants in the new company or companies in the same proportion as the Company's
shareholders receive shares in the new company or companies. Furthermore, the
subscription price at the time of exercising the warrants shall be adjusted to
such extent that the market value of the warrants remains unchanged.
6.6 Where the Company's share capital is reduced to cover a loss, the number of
shares the employee can subscribe by exercising the warrants shall be reduced
(rounded down) so as to position the employee, as far as his capital interest in
the Company is concerned, as if the warrants had been exercised immediately
prior to the resolution to reduce the capital. The subscription price shall not
be changed.
6.7 In case of price-relevant changes in the Company of a nature and with
consequences to the employee similar to those described in clauses 6.1-6.6
above, a corresponding adjustment shall be made to the subscription price.
6.8 Where the Company's competent bodies resolve
to increase or reduce the Company's share capital at market price;
to merge, the Company being the continuing company;
to issue shares, warrants, convertible bonds, subscription rights, stock options
or similar instruments to employees and/or the management of the Company or its
subsidiaries in connection with a general employee share programme, possibly at
a price below the market price; or
to pay dividend;
the subscription price and the number of shares that can be subscribed shall
not be adjusted.
6.9 Where one of the acts referred to in clauses 6.1-6.7 above takes place prior
to an exercise period, the Company's Board of Directors shall request that the
Company's auditor calculates the adjustment to be made, so that the result of
the calculation can be sent in writing to the employee not later than one week
prior to the beginning of the relevant exercise period.
The auditor's calculation shall be made in accordance with accepted principles.
Where the calculation is to be based on a determination of the Company's market
capitalisation, such determination shall be made in accordance with generally
accepted principles, duly taking into account the market price of the Company's
shares. The auditor's calculation shall be final and binding on the Company and
the employee.
Where adjustments made pursuant to clause 6 hereof result in a subscription
price below par, the general rule is that the warrants cannot be exercised. The
employee can, however, exercise the warrants on accepting an increase to par of
the subscription price without any entitlement to compensation for such
increase.
7. Assignment
The warrants cannot - except with the consent of the Company's Board of
Directors - be taken in execution, be assigned or transferred in any other way,
including in connection with a division of property, neither to be held nor as
security.
8. Tax consequences
The tax consequences in connection with subscription of the warrants and their
exercise shall be of no concern to the Company.
9. Terms and conditions of new shares
Pursuant to the Board of Directors' resolution on issuance of warrants, the
following terms and conditions shall apply to new shares issued by exercise of
warrants:
that there shall be no preemption rights to the existing shareholders in respect
of new shares issued on the basis of the warrants;
that payment for new shares issued on the basis of the warrants shall be made in
cash on subscription;
that new shares issued on exercise of the warrants shall be issued to named
holders and recorded in the Company's Register of Shareholders;
that new shares issued on exercise of the warrants shall be negotiable
instruments;
that new shares issued on exercise of the warrants shall not be subject to
restrictions to the preemption rights in case of future capital increases;
that new shares issued on exercise of the warrants shall rank for full dividends
and carry other rights in the Company as from the financial year in which the
shares are subscribed, but not for the preceding financial year;
that if, prior to the exercise of the warrants, the rights attaching to the
Company's shares have been altered in general, new shares issued on exercise of
the warrants shall rank pari passu with the other shares in the Company at the
time of such exercise; and
that the Company shall pay the costs arising out of the issue of the warrants
and subsequent capital increases in connection therewith. The Company's costs
arising out of the issue of the warrants are DKK 5,000 and the costs of the
related capital increases are estimated at DKK 30,000 for each capital increase.
10. Implementation of capital increase
The Board of Directors shall effect the capital increases related to the
exercise of the warrants pursuant to the provisions of section 36 of the Danish
Companies Act. For details on the rights attaching to the new shares, see clause
9 above.
