ARTICLES OF ASSOCIATION
of
Keops A/S
Central Business Registration No. 36 85 00 19
April 2007
1. Name
1.1 The Company's name is Keops A/S.
1.2 The Company also operates under the secondary name of EPA Invest A/S (Keops
A/S).
2. Registered in
2.1 The Company is registered in City of Aarhus.
3. Purpose
3.1 The Company's purpose is, directly or via ownership shares in Danish and
foreign companies, to carry on
• investment in,
• development of,
• trade in,
• mediation of, and
• financing of
real property, securities and investment goods as well as other related
business, and
to handle
winding up of the Company's assets, liabilities and activities relating to the
business formerly carried on by the Company under the name of EPA Invest A/S.
4. The Company's shares
4.1 The Company's share capital constitutes DKK 178,739,619 say - one hundred
seventy eight million seven hundred thirtynine thousand and six hundred
nineteen 00/100 - distributed into shares of DKK 1.00 or multiples thereof.
4.2 The share capital is fully paid.
4.3 The shares have been issued through the Danish Securities Centre, and
rights relating to the shares are reported to the Danish Securities Centre
according to the rules to this effect.
4.4 No shareholder shall be liable to allow redemption of his/her shares fully
or partially.
4.5 No shares have special rights.
4.6 The shares may be registered to the holder.
4.7 The shares are negotiable securities.
4.8 The shares are listed on the Copenhagen Stock Exchange.
4.9 Dividend is paid via the Danish Securities Centre according to the rules
set out to this effect.
4.10 Dividend not retrieved five years after the date of maturity at the latest
will be allotted to the Company.
4.11 By measures taken by the Company, the shares may be cancelled without
judgement in accordance with the rules to this effect for shares issued through
a securities centre.
4.12 In each case, the Supervisory Board assesses whether the shareholder
should instead be referred to apply for cancellation judgement.
4.13 The costs of the cancellation are incurred by the person petitioning for
the cancellation.
5. Authorisation
5.1 The Supervisory Board is authorised to increase the Company's share capital
in one or more stages by up to nominally DKK 50,000,000.00 in the period until
31 December 2008. By resolution of 16 April 2007, the Supervisory Board has
exercised the authority to increase the Company's share capital by nominally
DKK 3,028,682.
5.2 Other provisions for the authorisations are:
• Subscription is possible by cash contribution or by contribution of values.
• The subscription is possible with or without a pre-emption right for the
Company's shareholders according to resolution by the Supervisory Board.
• The new shares may be registered to the holder and be negotiable securities.
• No limitations apply for the negotiability of the new shares.
• The new shareholders shall not be liable to allow the Company or others to
redeem their shares fully or partially.
• The new shares shall be entitled to dividend from the point in time decided
by the Supervisory Board, however, not later than from the financial year
following the increase of capital.
• For the new shares, the same rules apply as for the existing shares.
• The Supervisory Board shall determine the more detailed terms of the
subscription of shares.
5.3 At the ordinary General Meeting on 25 February 2003, the Company has
authorised the Supervisory Board - apart from the said authority in section 5.1
- in the period until 25 February 2007 in one or more stages to increase the
share capital by up to nominally DKK 1,000,000.- without pre-emption right of
the former shareholders, which shares are to be offered to the employees in the
Company and its subsidiaries at a price determined by the Supervisory Board.
The shares shall be subject to the rules set out by the Tax Assessment Act and
the Ministry of Taxation on employee shares.
For the authorisation, the below rules shall apply, however in such manner that
in all instances they are to be interpreted in respect of the rules set out by
the Tax Assessment Act and the Ministry of Taxation on employee shares:
• The new shares may be registered to the holder and be negotiable securities,
and no limitations shall apply to the negotiability of the new shares, apart
from the rules set out by the Tax Assessment Act and the Ministry of Taxation
on employee shares.
• The new shareholders shall not be liable to allow the Company or others to
redeem their shares fully or partially.
• The new shares shall be entitled to dividend from the point in time decided
by the Supervisory Board, however, not later than from the financial year
following the increase of capital.
• For the new shares, the same rules apply as for the existing shares.
• The Supervisory Board shall determine the more detailed terms of the
subscription of shares.
6. Warrants
6.1 [The provisions of sections 6.1 - 6.4 have been deleted as the warrants
issued according to these rules have been fully exercised.]
6.2 [The provision has been deleted, see section 6.1.]
6.3 [The provision has been deleted, see section 6.1.]
6.4 [The provision has been deleted, see section 6.1.]
6.5 By resolution at the extraordinary General Meeting on 22 December 1998, as
amended at the Company's ordinary General Meetings on 23 February 2001 and 25
February 2003, the Company has authorised its Supervisory Board to issue
warrants until 25 February 2007 in the Company to the benefit of the Company's
employees with a right to subscribe for up to nominally DKK 15 million new
shares (of which nominally DKK 2.7 million has been exercised on 23 February
2001, nominally DKK 1 million has been exercised on 25 February 2002, nominally
DKK 3 million has been exercised on 23 January 2003 and nominally DKK 3,611,478
has been exercised on 17 December 2003, see section 6.7) in the Company against
cash contribution at least at equity value, however, always at a minimum price
of 100, without pre-emption right for the Company's former shareholders, and a
resolution was passed to authorise the Supervisory Board to carry out the
related increase of the Company's share capital.
6.5.1 For the authorisation and the warrants issued on this basis, the
following apply:
• The circle of employees is determined at the Supervisory Board's discretion.
• The warrants and the shares subscribed for on this basis are issued to the
Company's employees without pre-emption right for the Company's shareholders.
• The warrants entitle the subscription of up to nominally DKK 15 million
shares in the Company by cash contribution at least at equity value, however
always at least at a price of 100.
• The authorisation to issue the warrants is valid until 25 February 2007.
The Supervisory Board is authorised to determine the specific terms of the
warrants and the issue of them, including the circumstances mentioned in
section 40a(2) of the Danish Public Companies Act.
The Supervisory Board is authorised to increase the Company's share capital by
up to nominally DKK 15 million without pre-emption right for the Company's
shareholders to meet the Company's commitments pursuant to the new warrants
issued by the Supervisory Board. The following applies for the new shares:
• Subscription is to be made at least at equity value, however, always at a
minimum price of 100, by cash contribution.
• The new shares may be registered to the holder and be negotiable securities.
• No limitations apply for the negotiability of the new shares.
• The new shareholders shall not be liable to allow the Company or others to
redeem their shares fully or partially.
• The new shares shall be entitled to dividend from the point in time decided
by the Supervisory Board, however not later than from the financial year
following the increase of capital.
• For the new shares, the same rules apply as for the existing shares.
The Supervisory Board shall determine the more detailed terms of the
subscription of shares.
6.6 [This provision has been deleted as the Supervisory Board has fully
utilised the authorisation included in the provision to issue warrants to the
Company's employees, see section 6.8.]
6.7 According to the authorisation to issue warrants to the Company's employees
to employees of nominally DKK 15,000,000.00 without pre-emption right for the
Company's shareholders, which the Supervisory Board was given at the General
Meeting on 22 December 1998, as amended at the General Meeting on 23 February
2001 as well as on 25 February 2003, the Supervisory Board has on 23 February
2001, on 25 February 2002, on 23 January 2003 as well as on 17 December 2003
decided to issue warrants to employees which in total entitle to subscription
for up to nominally DKK 10,311,478.00 shares. As a consequence of this, the
Supervisory Board has on 23 February 2001, 25 February 2002, 23 January 2003
and 17 December 2003 decided to carry out the increases of capital related to
the warrants of a total of nominally DKK 10,311,478.00. As a part of this, the
Supervisory Board has determined the following more specific terms of
subscription and exercise of the warrants as well as of the related increases
of capital:
6.7.1 The largest amount, which can be subscribed for, and the subscription
prices for subscription of shares on exercise of the warrants and the periods
in which subscription can be made (in the following referred to as the
”Subscription periods”), appear from the following table:
Largest amount
Subscription period
Months of Subscription price in
nom. DKK From To subscription DKK per share
500,000
500,000
500,000
233,000
233,000 01/10/2001
01/04/2002
01/04/2003
01/10/2003
01/10/2004 31/10/2006
31/10/2006
31/10/2006
31/10/2005
31/10/2006 Apr. & Oct.
Apr. & Oct.
Apr. & Oct.
Apr. & Oct.
Apr. & Oct. 3.80
3.80
3.80
3.80
3.80 1) 3)
1) 3)
1) 3)
4)
4)
234,000 01/10/2005 31/10/2007 Apr. & Oct. 3.80 4)
125,000 01/10/2001 30/04/2003 Apr. & Oct. 3.60 Expired
125,000 01/10/2002 30/04/2004 Apr. & Oct. 3.60 Expired
125,000 01/10/2003 30/04/2005 Apr. & Oct. 3.60 Expired
125,000 01/10/2004 30/04/2006 Apr. & Oct. 3.60 1) 3)
100,000 01/04/2002 30/04/2005 Apr. & Oct. 3.08 1) 3)
100,000 01/04/2003 30/04/2005 Apr. & Oct. 3.08 1) 3)
100,000 01/04/2004 30/04/2005 Apr. & Oct. 3.08 1) 4)
100,000 01/04/2004 30/04/2007 Apr. & Oct. 3.08 1) 4)
100,000 01/04/2004 30/04/2007 Apr. & Oct. 3.08 1) 3)
100,000 01/04/2005 30/04/2007 Apr. & Oct. 3.08 1) 3)
100,000 01/04/2005 30/04/2007 Apr. & Oct. 3.08 1) 4)
100,000 01/04/2006 30/04/2009 Apr. & Oct. 3.08 1) 4)
100,000 01/04/2006 30/04/2009 Apr. & Oct. 3.08 1) 4)
100,000 01/04/2007 30/04/2009 Apr. & Oct. 3.08 1) 4)
500,000 01/04/2005 30/04/2015 Apr. & Oct. 4.30 1) 4)
500,000 01/04/2006 30/04/2016 Apr. & Oct. 4.30 1) 4)
500,000 01/04/2007 30/04/2017 Apr. & Oct. 4.30 1) 4)
500,000 01/04/2008 30/04/2018 Apr. & Oct. 4.30 1) 4)
500,000 01/10/2003 30/04/2013 Apr. & Oct. 4.30 3)
100,000 01/10/2003 30/04/2013 Apr. & Oct. 2.22 3)
100,000 01/04/2006 30/04/2016 Apr. & Oct. 2.22 1) 4)
100,000 01/04/2007 30/04/2017 Apr. & Oct. 2.22 1) 4)
100,000 01/04/2008 30/04/2018 Apr. & Oct. 2.22 1) 4)
100,000 01/04/2009 30/04/2019 Apr. & Oct. 2.22 1) 4)
411,478 01/04/2007 31/10/2017 Apr. & Oct. 4.30 1) 2) 4)
500,000 01/04/2008 31/10/2018 Apr. & Oct. 4.30 1) 2) 4)
500,000 01/04/2009 31/10/2019 Apr. & Oct. 4.30 1) 2) 4)
500,000 01/04/2010 31/10/2020 Apr. & Oct. 4.30 1) 2) 4)
500,000 01/04/2011 31/10/2021 Apr. & Oct. 4.30 1) 2) 4)
100,000 01/04/2007 31/10/2017 Apr. & Oct. 2.60 1) 2) 4)
100,000 01/04/2008 31/10/2018 Apr. & Oct. 2.60 1) 2) 4)
100,000 01/04/2009 31/10/2019 Apr. & Oct. 2.60 1) 2) 4)
100,000 01/04/2010 31/10/2020 Apr. & Oct. 2.60 1) 2) 4)
100,000 01/04/2011 31/10/2021 Apr. & Oct. 2.60 1) 2) 4)
700,000 01/04/2006 31/10/2010 Apr. & Oct. 2.58 1) 2) 3)
10,311,478
1) Conditioned by the employees' continued employment at the time of
subscription. The below provisions of 6.7.1 do not apply to these warrants.
2) These warrants are subject to the provisions of section 7H of the Tax
Assessment Act.
3) These warrants have been exercised.
4) These warrants have lapsed as a result of the employee's discontinued
employment in the Company.
When the first possible time of subscription has passed, the relevant warrants
are referred to as ”earned”.
The right to exercise the warrants is immediately lost if (i) the employees
terminate their employment in the Company or (ii) the Company terminates the
employees.
However, the employees may exercise the warrants if the employees resign after
having earned the warrants.
If none of an employees warrants have been earned at the time of resignation,
the employee may still exercise the warrant with the earliest time of
subscription.
By the employee's breach of employment (grounds for dismissal) the preceding
point is not effective.
In any cases when the employee is entitled to exercise, see above on
termination, the employees shall, if the warrants are to be exercised, notify
the Company of this within 30 days from receipt of the termination. Otherwise,
the unexercised parts of the warrants shall lapse after 30 days.
6.7.2 Each share has a nominal size of DKK 1.
6.7.3 Announcements of exercise of the warrants are to be made to the Company
in writing and to be in the Company's possession within the Subscription
Period. The announcements are to state the nominal amount of the shares which
the employees are to subscribe for.
If timely announcements to exercise the warrants are submitted and provided
that timely payments of the subscription amounts are made, the Company is
liable to report this timely to the Commerce and Companies Agency with a view
to register the increase of capital, see section 36 of the Danish Public
Companies Act.
The portion of warrants not utilised by the end of the Subscription Period at
the latest shall lapse automatically and without notification, consideration or
compensation.
6.7.4 The warrants are issued to the employees without consideration.
6.7.5 The subscription for the warrants is done by notation of subscription
lists sent to the employees from the Company. The period of subscription for
the warrants is 14 days from the employees' receipt of the subscription lists.
The subscription lists shall be received by the Company before the deadline.
6.7.6 Costs incurred by the Company by issue of the warrants and the related
capital increases are estimated to amount to DKK 10,000.00.
6.7.7 If, in the period until exercise of the warrants, the Company carries out
one of the below resolutions, the subscription prices are to be adjusted as
described.
(i) An adjustment is made of the subscription prices, which leads to the
employees being compensated for any changes in the value of the warrants which
may follow from a resolution to:
(a) increase capital at a price which is lower than market price of the
Company's shares at the time of resolution, apart from issue of employee
shares.
(b) issue convertible bonds with a conversion price which is lower than market
price of the Company's shares at the time of resolution.
(c) issue warrants with an exercise price which is lower than market price of
the Company's shares at the time of resolution. This, however, does not apply
to issue of warrants for employees and/or warrants adopted or issued in
pursuance of authorisation at the Company's ordinary General Meeting on or
before 23 February 2001, see section 6 of the Articles of Association.
(d) issue bonus shares.
(e) reduce capital.
(f) change in nominal value of the Company's shares.
(g) pay dividend of more than DKK 0.10 per share per year.
(ii) If the Company is dissolved by merger or by demerger, the warrants, (a)
if the dissolution is made in pursuance of rules on tax succession, are to be
replaced by warrants in the receiving company(-ies) on terms corresponding to
these warrants, however such that the subscription price of these new warrants
are adjusted so that the warrants are adjusted for the dilution/increase of
value of the warrants which would be a consequence of the relevant decision
and, (b) if the dissolution is not made in pursuance of rules on tax
succession, the employees shall be entitled to exercise the warrants and by
letter from the Company giving notice of 4 weeks are encouraged to acknowledge
whether the warrants are to be fully or partly exercised before the decision is
carried through. If no such acknowledgement is made, the warrants are instead
replaced by warrants in the receiving company(-ies) pursuant to point (a) of
this provision.
(iii) In case of dissolution of the Company by liquidation, the employees
shall be entitled to and by letter from the Company giving notice of four weeks
be encouraged to exercise the warrants fully or partially before the resolution
is carried out, after which any unexercised warrants shall lapse automatically
and without compensation.
(iv) In any other cases, the legal position of the warrants is not changed.
6.7.8 The warrants shall not be transferred to others without the written
consent of the Supervisory Board, neither for ownership nor for security.
In case of the employees' death before exercise of the warrants, the warrants
may, however, be exercised by the estates after the employees or the employees'
heirs for a period of seven months after the deaths, however, only if the
Subscription Period has not expired at the exercise, and if the Employees were
employed at the date of death. The warrants shall lapse no later than seven
months after the death of the relevant employees.
6.7.9 The Supervisory Board has decided that the following terms shall apply to
subscription for new shares on exercise of the warrants issued:
• The Company's shareholders shall have no pre-emption right to the shares
subscribed for on the basis of the warrants.
• The new shares issued on the basis of the warrants are paid in cash to the
Company within eight days from announcement of exercise of the warrants.
• The shares may be registered to the holder.
• The shares are negotiable securities.
• The shares are listed on the Copenhagen Stock Exchange and are registered in
the Danish Securities Centre.
• No shares have special rights.
• The new shareholders shall not be liable to allow the Company or others to
redeem their shares fully or partially.
• The new shares shall be entitled to dividend from the financial following the
increase of capital.
• For the new shares, the same rules shall apply as for the existing shares.
6.7.10 If InvestorHolding ApS and Vagner Holding ApS sell their shareholdings
in the Company to an independent third party, who thereby acquires control of
the Company, the Company may, in connection with the transfer of shares,
warrant by warrant, decide that the warrants' Subscription Period be changed.
In such case, the Company shall announce this in writing to the employees at
least three months after the performance of the transfer of shares.
Exercise of the warrants may accordingly take place for a period of three
months from the date of the Company's claim according to this section. If or to
the extent that the subscription has not taken place after 3 months, (the
unexercised part of) the warrants have lapsed.
On the Company's receipt of the employees' announcement of exercise of the
warrants, the Company is entitled to condition the share issue by the
Employees' immediate transfer of the shares to the relevant independent third
party after the issue. The price of the shares is to be the one at which a
third party would be liable to make an offer on acquisition of a controlling
shareholding pursuant to the rules of the Stock Exchange. The announcement of
exercise of the present right for the independent party is to be received by
the Employees before two weeks from the Company's receipt of the employees'
announcement to exercise the warrants.
6.8 According to the authorisation to issue warrants to the Company's employees
of nominally DKK 20,000,000.00 without pre-emption right for the Company's
shareholders, which the Supervisory Board was given at the General Meeting on
23 February 2001, the Supervisory Board has on 23 February 2001, on 25 February
2002 as well as on 17 December 2003 decided to issue warrants to the employees
which in total entitle to subscription for nominally DKK 20,000,000.00 shares
(with the option to increase as a result of application of adjustment clauses
related to the warrants). As a consequence of this, the Supervisory Board has
on 23 February 2001, on 25 February 2002 as well as on 17 December 2003 decided
to carry out the increases of capital relating to warrants of a total of
nominally DKK 20,000,000.00 (with the option to increase as a result of
application of adjustment clauses related to the warrants). As a part of this,
the Supervisory Board has determined the following more specific terms of
subscription and exercise of the warrants as well as of the related increases
of capital:
6.8.1 The largest amount, which can be subscribed for, and the subscription
prices for subscription of shares on exercise of the warrants and the periods
in which subscription can be made (in the following referred to as the
”Subscription Periods”), appear from the following table:
Largest amount
Subscription period
Months of Subscription price in
nom. DKK From To subscription DKK per share
3,000,000
3,000,000
833,000
500,000
2,000,000
2,000,000
123,700
3,200,000
167,000
4,077,778
500,000
170,000
170,000
170,000 23/02/2001
23/02/2001
01/04/2001
01/10/2001
22/12/2001
22/12/2001
25/02/2002
22/12/2001
01/04/2002
22/12/2006
22/12/2006
01/04/2002
01/04/2003
01/04/2004 30/06/2006
31/12/2020
30/04/2003
31/10/2006
30/06/2006
31/12/2009
31/12/2009
31/12/2020
30/04/2004
31/12/2020
31/12/2020
30/04/2004
30/04/2005
30/04/2006 Any
Any
Apr. & Oct.
Apr. & Oct.
Any
Any
Any
Any
Apr. & Oct.
Any
Any
Apr. & Oct.
Apr. & Oct.
Apr. & Oct. 1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
3.50
3.50
3.50 1) 3)
1) 3)
3)
1)
1) 3)
3)
3)
1) 3)
3)
1) 4)
4)
4)
4)
88,522 01/04/2007 31/10/2017 Apr. & Oct. 4.30 1) 2)
20.000.000
1) Conditioned by the employees' continued employment at the time of
subscription.
2) These warrants are subject to the rules of section 7H of the Tax Assessment
Act.
3) These warrants have been exercised.
4) These warrants have lapsed as a result of the employee's discontinued
employment in the Company.
Apart from the warrant amounts marked with ”1)”, the following conditions shall
apply to exercise of the warrants:
When the first possible time of subscription has passed, the relevant warrants
are referred to as ”earned”.
The right to exercise the warrants is immediately lost if (i) the employees
terminate their employment in the Company or (ii) the Company terminates the
employees.
However, the employees may exercise the warrants if the employees resign after
having earned the warrants.
If none of an employees warrants have been earned at the time of resignation,
the employee may still exercise the warrant with the earliest time of
subscription.
By the employee's breach of employment (grounds for dismissal) the preceding
point is not effective.
In any case, when the employee has the right to exercise, see above on
termination, the employees shall, if the warrants are to be exercised, notify
the Company of this within 30 days from receipt of the termination. Otherwise,
the unexercised parts of the warrants lapse after 30 days.
6.8.2 Each share has a nominal size of DKK 1.
6.8.3 Announcements of exercise of the warrants are to be made to the Company
in writing and to be in the Company's possession within the Subscription
Period. The announcements are to state the nominal amount of the shares which
the employees are to to subscribe for.
If timely announcements to exercise the warrants are submitted and provided
that timely payments of the subscription amounts are made, the Company is
liable to report this timely to the Danish Commerce and Companies Agency with a
view to register the increase of capital, see section 36 of the Danish Public
Companies Act.
The portion of warrants not utilised by the end of the Subscription Period at
the latest shall lapse automatically and without notification, consideration or
compensation.
6.8.4 The warrants are issued to the employees without consideration.
6.8.5 The subscription for the warrants is done by notation of subscription
lists sent to the employees from the Company. The period of subscription for
the warrants is 14 days from the employees' receipt of the subscription lists.
The subscription lists shall be received by the Company before the deadline.
6.8.6 Costs incurred by the Company by issue of the warrants and the related
capital increases are estimated to amount to DKK 10,000.00.
6.8.7 If, in the period until exercise of the warrants, the Company carries out
one of the below resolutions, the subscription prices and/or the share numbers
are to be adjusted as described.
(i) An adjustment is made of the subscription prices and/or the share numbers
which leads to the employees being compensated for any changes in the value of
the warrants which may follow from a resolution to:
(a) increase capital at a price which is lower than market price of the
Company's shares at the time of resolution, apart from issue of employee
shares.
(b) issue convertible bonds with a conversion price which is lower than market
price of the Company's shares at the time of resolution.
(c) issue warrants with an exercise price which is lower than market price of
the Company's shares at the time of resolution. This, however, does not apply
to issue of warrants for employees and/or warrants adopted or issued in
pursuance of authorisation at the Company's ordinary General Meeting on or
before 23 February 2001, see section 6 of the Articles of Association.
(d) issue bonus shares.
(e) reduce capital.
(f) change in nominal value of the Company's shares.
(g) pay dividend of more than DKK 0.10 per share per year.
(ii) If the Company is dissolved by merger or by demerger, the warrants, (a)
if the dissolution is made in pursuance of rules on tax succession, are to be
replaced by warrants in the receiving company(-ies) on terms corresponding to
these warrants, however, such that the subscription price and/or size of these
new warrants are adjusted so that the warrants are adjusted for the
dilution/increase of value of the warrants which would be a consequence of the
relevant decision and, (b) if the dissolution is not made in pursuance of rules
on tax succession, the employees shall be entitled to exercise the warrants and
by letter from the Company giving notice of 4 weeks are encouraged to
acknowledge whether the warrants are to be fully or partly exercised before the
decision is carried through. If no such acknowledgement is made, the warrants
are instead replaced by warrants in the receiving company(-ies) pursuant to
point (a) of this provision.
(iii) In case of dissolution of the Company by liquidation, the employees
shall be entitled to and by letter from the Company giving notice of four weeks
be encouraged to exercise the warrants fully or partially before the resolution
is carried out, after which any unexercised warrants shall lapse automatically
and without compensation.
(iv) In any other case, the legal position of the warrants is not changed.
6.8.8 The warrants shall not be transferred to others without the written
consent of the Supervisory Board, neither for ownership nor as security.
In case of the employees' death before exercise of the warrants, the warrants
may, however, be exercised by the estates after the employees or the employees'
heirs for a period of seven months after the deaths, however, only if the
Subscription Period has not expired at the exercise, and if the warrants would
have been exercisable by the Employees at the date of death. The warrants shall
lapse not later than seven months after the death of the relevant employees.
6.8.9 The Supervisory Board has decided that the following terms shall apply to
subscription for new shares on exercise of the warrants issued:
• The Company's shareholders shall have no pre-emption right to the shares
subscribed for on the basis of the warrants.
• The new shares issued on the basis of the warrants are paid in cash to the
Company within eight days from announcement of exercise of the warrants.
• The shares may be registered to the holder.
• The shares are negotiable securities.
• The shares are listed on the Copenhagen Stock Exchange and are registered in
the Danish Securities Centre.
• No shares have special rights.
• The new shareholders shall not be liable to allow the Company or others to
redeem their shares fully or partially.
• The new shares shall be entitled to dividend from the financial year
following the increase of capital.
• For the new shares, the same rules shall apply as for the existing shares.
6.8.10 If InvestorHolding ApS and Vagner Holding ApS sell their shareholdings
in the Company to an independent third party, who thereby acquires control of
the Company, the Company may, in connection with the transfer of shares,
warrant by warrant, decide that the warrants' Subscription Period be changed.
In such case, the Company shall announce this in writing to the employees at
least three months after the performance of the transfer of shares.
Exercise of the warrants may accordingly take place for a period of three
months from the date of the Company's claim according to this section. If or to
the extent that the subscription has not taken place after 3 months, (the
unexercised part of) the warrants have lapsed.
On the Company's receipt of the employees' announcement of exercise of the
warrants, the Company is entitled to condition the share issue by the
Employees' immediate transfer of the shares to the relevant independent third
party after the issue. The price of the shares is to be the one at which a
third party would be liable to make an offer on acquisition of a controlling
shareholding pursuant to the rules of the Stock Exchange. The announcement of
exercise of the present right for the independent party is to be received by
the Employees before two weeks of the Company's receipt of the employees'
announcement to exercise the warrants.
7. General Meetings
7.1 The ordinary General Meeting is to be held in such due time as for the
annual report which is audited and adopted by the General Meeting to be in the
possession of the Danish Commerce and Companies Agency before four months from
the end of the financial year.
7.2 An extraordinary General Meeting is convened upon decision by a General
Meeting, the Supervisory Board or the auditors. An extraordinary general
meeting is to be convened within two weeks if so required in writing by a
shareholder owning a tenth of the share capital for transacting of specific
business.
7.3 General Meetings are convened by the Supervisory Board giving at least
eight days' and no more than four weeks' notice by notice in a national daily
newspaper as well as by letter to the shareholders registered in the Company's
share register.
7.4 General meetings are held in the City of Aarhus or the City of Copenhagen.
7.5 The notice is to contain the agenda for the General Meeting. If any
proposed change of Articles of Association is to be discussed at the general
meeting, the most significant substance of the proposal is to be provided in
the meeting notice.
7.6 Proposals from shareholders for transaction at the ordinary General Meeting
are to be submitted to the Company not later than one month from the balance
sheet date.
7.7 Not more than 8 days before the General Meeting, the agenda and the
complete proposals as well as - for the ordinary General Meeting - also the
audited annual report, are presented for inspection by the shareholders at the
Company's offices and also sent to any shareholder so requesting.
7.8 The Supervisory Board shall appoint a Chairman of the General Meeting
presiding over the transacting of business and deciding on all questions
relating to the transaction of business and voting.
7.9 The agenda for the ordinary general meeting is to comprise:
1. The Supervisory Board's review of the Company's operations in the past year.
2. Presentation of the annual report for adoption.
3. Resolution to spend profit or cover losses according to the adopted annual
report.
4. Election of Supervisory Board members.
5. Appointment of auditor.
6. Any proposals from the Supervisory Board or shareholders.
7.10 Any shareholder is entitled to attend the General Meeting when this
shareholder at least 5 days before convening the General Meeting against due
identification has obtained an entrance card in the Company's offices. The
shareholder may attend the meeting with an advisor.
7.11 A print-out from the Danish Securities Centre may only serve as
identification if the print-out is dated no more the two weeks before the
General Meeting.
7.12 Minutes are kept of the resolutions passed at the General Meeting, which
are signed by the Chairman of the General Meeting and any present members of
the Supervisory Board.
7.13 No more than two weeks after the General Meeting, the minutes or a
confirmed print-out are to be available for the shareholders in the Company's
offices.
8. Voting right
8.1 Any shareholder who at least five days before the General Meeting has
obtained an entrance card is entitled to vote at the General Meeting.
8.2 Voting may be carried out according to authority when the proxy, against
submission of authority has obtained an entrance card to attend on behalf of
the principal. The proxy is to present written and dated authority which shall
not be granted for more than one year.
8.3 For shares acquired on transfer, no voting right shall not be exercised at
General Meetings convened before the shares have been registered by name in the
register of shareholders, or before the shareholder has reported and documented
his acquisition.
8.4 At the General Meeting, each share of DKK 1,00 gives one vote.
8.5 Any resolution passed at General Meetings is passed by ordinary majority,
unless the Danish Public Companies Act prescribes special rules on
representation and majority.
9. Management
9.1 The Company is managed by a Supervisory Board elected by the General
Meeting apart from the members elected according to the rules of law on
representation of employees in the Supervisory Board.
9.2 The members of the Supervisory Board elected at the General Meeting are of
3-7 members elected for one year. Re-election may take place.
9.3 The Supervisory Board shall elect a Chairman from its members. In case of
equality of votes in the Supervisory Board, the Chairman's vote is decisive.
9.4 The Supervisory Board shall by rules of procedure establish further rules
on the conduct of business.
9.5 Minutes are kept of the resolutions passed at the Supervisory Board
meetings, which are signed by all Supervisory Board members present.
10. Executive Board
10.1 The Supervisory Board shall engage an Executive Board consisting of 1-5
members. The Supervisory Board shall determine the distribution of work among
the members of the Executive Board if this consists of more than one member.
11. Provisions regulating the powers to bind the company
11.1 The Company shall be bound by the Chairman and one Supervisory Board
member in unison or by the Chairman and one Director in unison, or by two
Directors in unison or by the Supervisory Board in unison.
12. Auditor
12.1 The Company's annual report shall be audited by one or two of the state
authorised public accountants appointed at the General Meeting. The auditors
are appointed for one year. Re-appointment may take place.
13. Financial statements
13.1 The Company's financial year runs from 1 October - 30 September - the year
of transition is the period 1 January 1999 to 30 September 1999.
13.2 The financial statements shall be stated in accordance with generally
accepted accounting principles, ie in accordance with the provisions to this
effect of the Danish Public Companies Act and the Danish Financial Statements
Act.
*****
As adopted at the Company's General Meeting on 26 January 2007 and changed by
the Supervisory Board's exercise of authority on 16 April 2007.
