¬
ARTICLES OF ASSOCIATION
FOR
WILLIAM DEMANT HOLDING A/S
2 July 2007
Table of contents
1. Name 2
2. Registered office 2
3. Objects 2
4. Company capital 2
5. Shares in the Company 2
6. Authorisation for increase of capital 2
7. Powers, location and calling of the general meeting 3
8. General meeting of shareholders, agenda 4
9. General meeting, admittance card and voting rights 4
10. The general meeting, chairman, resolutions and minutes 5
11. The Board 5
12. Management 6
13. Power to bind the Company 6
14. Auditing and accounting year 7
1. Name
1.1 The Company's name is William Demant Holding A/S.
1.2 The Company's secondary name is Oticon Holding A/S (William Demant Holding
A/S).
2. Registered office
2.1 The Company's registered office is in the municipality of Egedal.
3. Objects
3.1 The objects of the Company are to own other businesses, either wholly or in
part, and international trade and in¬dustry.
4. Company capital
4.1 The share capital of the Company amounts to DKK 60,986,527 split into
60,986,527 shares of DKK 1 each or multiples thereof.
4.2 The share capital is fully paid up.
4.3 The shares shall be registered with the Danish Securi¬ties Centre
(Værdipapircentralen) (central computer re¬gister of shares).
5. Shares in the Company
5.1 Shares in the Company shall be issued to the bearer, but the name of the
bearer may be entered in the Company's register of shareholders.
5.2 Shares in the Company are freely transferable negotiable instruments.
5.3 The Board of Directors shall ensure that a register of shareholders is kept
which shall contain a list of all shares in the Company.
6. Authorisation for increase of capital
6.1 The Board is, until 1 January 2011, authorised to in¬crease the share
capital by up to a total of DKK 1,179,527 on one or more occasions and without
preferen¬tial rights of subscription for any of the Company's shareholders.
Such increase shall be made in connection with new shares being offered to
employees of the Com¬pa¬ny and of those companies, which are regarded by the
Board as being affiliated to the Company. The new shares shall be issued at a
subscription rate to be fixed by the Board, however for a minimum of DKK 1.05
per DKK 1 share.
6.2 The Board is authorised, once or in more portions, to increase the share
capital by issuing new shares up to a nominal value of DKK 6,664,384. The
authorisation is valid until 1 January 2012. By using this authorisation the
Board may decide that the preferential right of the present shareholders shall
not apply in full or in part, so that the new shares may be used as payment in
connection with the Company taking over an existing business. The issue price
shall be set by the Board.
6.3 New shares issued under article 6.1 or 6.2 shall be issued to the bearer,
but the name of the bearer may be entered in the Company's register of
shareholders. Shares in the Company shall be freely transferable negotiable
instru¬ments, and no shareholder shall be obliged to allow his shares to be
either partially or wholly redeemed. No shares shall bear special rights.
The rights applicable to the new shares shall commence from the date on which
the shares are fully paid up.
The Board shall establish other detailed provisions for any increase of
capital, which is to be carried out under the above authorisations.
7. Powers, location and calling of the general meeting
7.1 The general meeting has the supreme authority in all mat¬ters relating to
the Company subject to the limits set by law and by these Articles of
Association.
7.2 General meetings shall be held in Region Hovedstaden (capital region of
Denmark). Subject to the legislation in force from time to time the ordinary
general meetings must be held each year not later than the end of April.
7.3 Extraordinary general meetings shall be held when found appropriate by the
Board or by the auditor. Extraordi¬nary general meetings shall also be called
where request¬ed by shareholders representing at least 10 per cent of the share
capital. The request shall be submitted in writing to the Board and specify the
matter to be dis¬cussed at the general meeting. This shall be called no later
than 14 days after receipt of the request.
7.4 General meetings shall be called by the Board with no¬tice of not less than
eight days and not more than four weeks by announcement in the computer
information system of the Danish Commerce and Companies Agency, a national
daily newspaper to be selected by the Board, and also by normal letter to each
indi¬vidual shareholder entered in the register of sharehold¬ers who has
submitted a request that he be notified. The notice calling the meeting shall
contain the agenda for the meeting and state the main contents of any proposed
amend¬ments to the articles of association. Where there are any proposals to
make the amendments to the articles of association contained in ss. 79(1) or
(2) of the Da¬n¬ish Public Companies Act, the notice shall contain the full
wording of the proposal and shall be sent to every shareholder entered in the
register of sharehol¬ders.
7.5 Every shareholder has the right to have a specific mat¬ter dealt with at an
ordinary general meeting, provided that the shareholder submits a written
request therefor to the Board within 2 months of the end of the account¬ing
year.
8. General meeting of shareholders, agenda
8.1 The agenda and the complete proposals - and as regards the ordinary General
Meeting also the audited annual report including the consolidated financial
statements - to be presented at the General Meeting shall be available for
inspection at the offices of the Company not later than eight days before such
general meeting when such documents must also be send to each registered
shareholder who has asked that such documents be submitted.
8.2 The agenda for an ordinary general meeting shall include:
1. Report of the Board on the Company's activities dur¬ing the past year.
2. Presentation of the audited annual report including consolidated financial
statement for approval.
3. Decision on the appropriation of profit or settle¬ment of loss according to
the approved annual report.
4. Election of members to the Board.
5. Election of auditor.
6. Any proposals from the Board and/or the shareholders.
7. Any other business.
9. General meeting, admittance card and voting rights
9.1 Each share of DKK 1 shall carry one vote.
9.2 Any shareholder is entitled to attend a general meeting, provided he has,
no later than five days before the date of the general meeting, requested an
admittance card at the offices of the Company. Presentation of an extract from
the Danish Securities Centre or the bank through which the dividends are paid
shall be proof of identity of a shareholder. The extract must not be older than
5 days and must be accompanied by a written declaration that the shares have
not and will not be assigned to a third party before the general meeting has
been held.
9.3 Shareholders who are entitled to attend and have entered their shares in
the register of shareholders shall be en¬titled to vote. A ballot paper stating
the number of votes which the shareholder has shall be issued together with the
admittance card.
9.4 Shareholders who have acquired shares through transfer can not exercise
voting rights on the shares in question at a general meeting which is called
under article 7.4 before the shares are entered in the register of
share¬holders or the shareholder has reported and documented his acquisition.
9.5 Shareholders are entitled to attend with an adviser or by proxy. The proxy
shall present a written and dated in¬strument of proxy, which may only be
granted for one year at a time.
9.6 All members of the Board of Directors are entitled to at¬tend general
meetings.
9.7 Journalists shall be admitted to general meetings of the Company.
10. The general meeting, chairman, resolutions and minutes
10.1 The general meeting shall be chaired by a chairman ap¬pointed by the
Board, who shall decide all questions re¬lating to the way in which matters are
dealt with and the casting of votes. Voting shall be by poll (ie. in writing)
where decreed by the chairman, or where demand¬ed by two thirds of the present
and represented share¬holders.
10.2 Matters dealt with at the general meeting shall be decid¬ed by simple
majority.
10.3 The adoption of a resolution to make amendments to the articles other than
those listed in s.79 of the Public Companies Act, or of a resolution relating
to the Compa¬ny's dissolution, division, or merger with another compa¬ny, shall
require that at least 51% of the share capital is represented at the general
meeting, and that the reso¬lution is approved by a two thirds majority of the
votes cast and of the represented share capital which is enti¬tled to vote.
10.4 Where the above mentioned level of shares is not repre¬sented at the
general meeting, but two thirds of the votes cast and of the represented share
capital which is entitled to vote has approved the proposal, the Board shall
call an extraordinary general meeting within 14 days, at which meeting the
proposal may be adopted by a two thirds majority of the votes cast irrespective
of the number of shares represented.
10.5 Proxies to attend the first general meeting shall be deemed to be valid in
respect of the second general meet¬ing insofar as not expressly revoked.
10.6 Minutes of the proceedings at the general meeting shall be kept, and shall
be signed by the Chairman.
10.7 Amendments and additions required by the Commerce and Companies Agen¬cy as
a condition for registration of amendments to the articles of association may
be under¬taken by the Board without the consent of the general meeting.
11. The Board
11.1 The Company shall be directed by a Board of 4 6 direc¬tors elected by the
general meeting, plus any directors elected by the employees under the relevant
rules of the Public Companies Act. No alternate directors shall be elected for
directors elected by the general meeting.
11.2 Directors elected by the general meeting shall be elect¬ed for one year at
a time.
Re election to the Board shall be possible.
11.3 The Board shall elect among themselves a chairman and a vice chairman.
11.4 Directors shall retire from their position on the Board no later than the
first general meeting following their 70th birthday.
11.5 Board meetings shall be called in writing and generally with at least
eight days' notice.
11.6 Where a meeting has not been called in accordance with article 11.5, the
Board shall form a quorum when more than half of all the directors, of them the
chairman or the vice chairman, are present.
11.7 Matters dealt with by the Board shall be decided by sim¬ple majority of
votes.
11.8 In the event of a parity of votes, the chairman, or in his absence the
vice chairman, shall exercise a casting vote.
11.9 The Board shall lay down rules of procedure to make de¬tailed provision
for the performance of its duties.
11.10 The Board may grant both individual and group authorisa¬tions to sign on
behalf of the Company.
11.11 Directors shall receive an annual salary to be fixed by the general
meeting in connection with the approval of the accounts.
12. Management
12.1 The Board shall appoint 1 3 registered managers to be re¬sponsible for the
day
to day management of the Company. The Board shall set conditions for their
employment and the details of their powers. One manager shall be ap¬pointed as
general manager.
13. Power to bind the Company
13.1 The Company may be bound by the chairman of the Board acting alone, by the
general manager acting alone, by four directors acting together, by one
director acting together with a registered manager, or by the entire Board.
14. Auditing and accounting year
14.1 Subject to the legislation in force from time to time the auditing shall
be made by one or two public accountants of whom at least one must be
state-authorised. Re-election shall be possible.
14.2 The Company's accounting year is the calendar year.
• • • • • • •
The foregoing articles of association adopted at the ordinary general meeting
of the Company held on 15 May 1997. Later amended at a board meeting on 30 June
1997, at a board meeting on 1 October 1997, at the ordinary general meeting on
12 May 1998, at the ordinary general meeting on 11 May 1999, at the ordinary
general meeting on 25 April 2000, at a board meeting on 20 November 2000, at
the ordinary general meeting on 4 April 2001, at the ordinary general meeting
on 21 March 2002, at the ordinary general meeting on 25 March 2003, at the
ordinary general meeting on 25 March 2004, at the ordinary general meeting on 5
April 2005, at the ordinary general meeting on 30 March 2006, on 27 November
2006 in connection with the capital increase on the basis of the issue of
employee shares, which have been issued in accordance with the Board's decision
of 26 June 2006, cf. article 6.1 in the Articles of Association, at the
ordinary general meeting on 29 March 2007, and on 2 July 2007 in connection
with a share capital decrease.
2 July 2007
Jørgen Boe
Attorney-at-Law
