ARTICLES OF ASSOCIATION
for
Capinordic A/S
(Central Business Register No. 13 25 53 42)
8 august 2007
Translation
This text has been prepared in Danish and in English. In case of discrepancies,
the Danish text will prevail.
§ 1 Name and Registered Office of the Company
The name of the Company is “Capinordic A/S”.
The registered office of the Company is in Gentofte Municipality.
§ 2 Objects of the Company
The objects of the Company are, directly or indirectly, to own companies or
other equity interests, wholly or in part, in business enterprises of all kinds
and to carry on financial, industrial, commercial, service and financing
activities and, directly or indirectly, to own real property.
§ 3 Capital and shares of the Company
The Company's share capital amounts to fifty six million and twelve thousand
five hundred and thirty-six Danish kroner (DKK 56,012,536) divided into shares
of a nominal value of DKK 0.50 each registered with VP Securities Services
(Værdipapircentralen) in denominations of DKK 0.50.
The share capital has been fully paid up.
§ 4 Rights and Obligations
No share carries any special rights.
No shareholder is obliged to have his shares redeemed in full or in part.
No restrictions apply to the transferability of the shares.
The shares are negotiable instruments.
§ 5 Issue of Shares
Shares are issued through VP Securities Service. Rights pertaining to the
shares must be notified to VP Securities Services according to the relevant
rules applicable.
§ 6 Dividends
Dividend on the shares of the Company is paid through VP Securities Services
according to the relevant rules.
Dividend not withdrawn within five years from the date of the Annual General
Meeting of the Company will accrue to the Company.
Until the next Annual General Meeting, the Supervisory Board is authorised to
resolve on the distribution of extraordinary dividend.
§ 7 Cancellation of Shares
Shares, interim certificates and warrants may be cancelled extra-judicially in
accordance with the relevant rules.
§ 8 Authorities
The Supervisory Board of the Company is authorised to carry out one or more
increases of the share capital by subscription for new shares of up to a
nominal amount of thirteen million seven hundred and sixty-nine thousand eight
hundred and forty-seven Danish kroner (DKK 13,769,847), corresponding to
twenty-seven million five hundred and thirty-nine thousand six hundred
ninety-four (27,539,694) shares of a nominal value of DKK 0.50 each.
As determined by the Supervisory Board, the new shares may be paid up in cash
or by noncash contributions, including by full or partial takeover of shares or
contributed capital in another company, etc.
The new shares must all be negotiable instruments, carry the same rights as the
other shares and entitle their holders to dividend and other rights in the
Company from the date of the resolution passed by the Supervisory Board to
increase the capital. The new shares must moreover be issued to bearer, but may
be registered in the name of the holder in the register of shareholders of the
Company.
As determined by the Supervisory Board, increases may be carried out without
any preemptive rights for the then existing shareholders of the Company if the
increase is carried out by subscription at the market price, although not at a
price below par. Under the same conditions, the Supervisory Board may
furthermore grant pre-emptive rights to a group of persons determined by the
Supervisory Board.
The increase may be carried out as remuneration for the full or partial
takeover by the Company of an existing enterprise or specific assets, provided
that the values taken over, possibly at the date of conclusion of the agreement
on takeover of the existing enterprise or asset, correspond at least to the
market price of the shares issued as remuneration by the Company in connection
with the transaction.
The Supervisory Board may make any amendments to this Article which necessarily
follow from the capital increase(s) carried out, including repeal of the
paragraphs concerning the authority when the authority has been fully exercised
or when the deadline for doing so has expired.
This authority is valid until 20 April 2012.
§ 9 Share Options
The Supervisory Board of the Company is authorised to make one or more issues
of share options in the Company for up to a total nominal amount of one million
eight hundred and fifty thousand Danish kroner (DKK 1,850,000), corresponding
to three million seven hundred thousand (3,700,000) shares of a nominal value
of DKK 0.50, with or without pre-emptive rights for the then existing
shareholders, but in the latter case provided that the subscription is carried
out at market price, and to carry out the corresponding capital increase.
The new shares will all be negotiable instruments, carry the same rights as the
other shares and entitle their holders to dividend and other rights in the
Company from the date of the resolution passed by the Supervisory Board to
increase the capital. The new shares must moreover be issued to bearer, but may
be registered in the name of the holder in the register of shareholders of the
Company.
The Supervisory Board may make any amendments to this Article which necessarily
follow from the resolution(s) made by the Supervisory Board, including repeal
of the paragraphs concerning the authority when the authority has been fully
exercised or when the deadline for doing so has expired. The preceding
authority thus reflects the nonexercised authority at any time.
This authority is valid until 20 April 2012.
§ 9B Issued Share Options - 2005
On 24 October 2005, the Supervisory Board of the Company exercised its
authority by issuing a total of seven hundred and ninety-two thousand five
hundred (792,500) share options in the Company. The subscription price for the
shares has been fixed at DKK 11.80 per share of a nominal value of DKK 0.50,
corresponding to the market price on 24 October 2005, derived as a weighted
average of the price quoted for the Company's shares on the Copenhagen Stock
Exchange over the preceding ten trading days. If all the share options are
exercised, this will correspond to a nominal increase of the share capital of
three hundred and ninety-six thousand two hundred and fifty Danish kroner (DKK
396,250). Both the number of share options and the subscription price may be
adjusted in special cases for the purpose of seeking to maintain the value of
the share options for those entitled to them. The Company is entitled to buy
back non-exercised share options at a price calculated as a weighted average of
the price quoted for the Company's shares on the Copenhagen Stock Exchange over
the ten trading days immediately preceding the buyback announcement, less the
subscription price. The share options have been issued to employees of Unitfond
AB, a subsidiary of the Company, and to the Supervisory Board and the Executive
Board of the Company.
Four hundred and two thousand five hundred (402,500) share options have been
issued to the employees of Unitfond AB, each share option entitling its holder
to subscribe for one share of a nominal value of DKK 0.50 in the period from 24
October 2008 until 23 October 2010. In certain cases, the right to subscribe
for shares is conditional upon the individual employee's continued employment
with Unitfond AB or another company in the Group held by the Company. Three
hundred and ninety thousand (390,000) share options have been issued to the
Supervisory Board and the Executive Board of the Company, each share option
entitling its holder to subscribe for one share at a nominal value of DKK 0,50
in the period until 23 October 2008.
§ 9C Issued Share Options - 2006
On 27 October 2006, the Supervisory Board of the Company exercised its
authority by issuing a total of one million three hundred and thirtythree
thousand three hundred and thirty-four (1,333,334) share options in the
Company. The subscription price for the shares has been fixed at DKK 36.09 per
share of a nominal value of DKK 0.50. The subscription price has been fixed at
the market price on 25 October 2006, derived as a weighted average of the
price quoted for the Company's shares on the Copenhagen Stock Exchange over
the preceding ten trading days with the addition of 4.91 price points. If all
the share options are exercised, this will correspond to a nominal increase of
the share capital of six hundred and sixty-six thousand six hundred and
sixty-eight Danish kroner (DKK 666,668). Both the number of share options
and/or the subscription price may be adjusted in special cases for the purpose
of seeking to maintain the value of the share options for those entitled to
them. The Company is entitled to buy back non-exercised share options. The
share options have been issued to employees of the Company and its wholly owned
subsidiaries (the “Capinordic Group”) who have not previously received share
options in the Company. In addition, the Executive Board of the Company has
received share options.
One million one hundred and eight thousand eight hundred and thirty-four
(1,108,834) share options have been issued to the employees of the Capinordic
Group, each share option entitling its holder to subscribe for one share of a
nominal value of DKK 0.50. A total of two hundred and twenty-four thousand five
hundred (224,500) share options have been issued to the Executive Board of the
Company, each share option entitling its holder to subscribe for one share in
the Company of a nominal value of DKK 0.50. The share options must be exercised
in the period from 27 October 2009 until 27 October 2011.
§ 10 Electronic Communication
The Supervisory Board of the Company is authorised to resolve that the Company
will in future use electronic document exchange and electronic mail in its
communication with shareholders pursuant to the paragraph below, cf. Article 65
b of the Danish Companies Act (aktieselskabsloven).
If this authority is exercised, the Company will use e-mail to send the
shareholders notices convening the shareholders to annual general meetings and
extraordinary general meetings and agendas, financial reports, annual reports,
interim financial reports, stock exchange announcements and general information
to the shareholders from the Company. If the Supervisory Board exercises this
authority, the Supervisory Board must also resolve where the above documents
can be found on the website of the Company.
If the Supervisory Board exercises this authority, the Supervisory Board must
moreover ensure that information on the requirements for the systems used, the
procedure in connection with electronic communication and other technical
information of importance therefore also appear from the website of the
Company.
If the Supervisory Board exercises this authority, the Supervisory Board is
authorised to carry out the necessary amendments to the Articles of
Association.
§ 10 B Extraordinary dividend
In the period until the next annual report is submitted, the Supervisory Board
is authorised to resolve on the distribution of extraordinary dividend.
§ 11 General Meetings
The Company shall hold its general meetings in Copenhagen.
The Annual General Meeting must be held so betimes that the Danish Commerce and
Companies Agency (Erhvervs- og Selskabsstyrelsen) can receive the audited and
approved annual report within four months of the end of the financial year, cf.
Article 24.
The Supervisory Board shall convene annual and extraordinary general meetings
of the Company with a notice of not more than four weeks but at least eight
days. Notification will be made in the IT information system of the Danish
Commerce and Companies Agency, in a national newspaper and by notice to all
shareholders registered in the register of shareholders who have so requested.
The notice must state the business to be transacted. If a special majority is
required for the passing of a resolution concerning any item of the agenda, the
notice should state so, if possible.
Extraordinary general meetings must be convened for consideration of a
particular subject when so requested in writing by shareholders owning 10 per
cent of the share capital or at the request of two members of the Supervisory
Board or one of the auditors of the Company.
To be considered at the Annual General Meeting, proposals from shareholders
must be submitted to the Supervisory Board not later than 28 days before the
general meeting.
The agenda and the complete proposals intended to be put to the general
meeting, and in respect of the Annual General Meeting also the annual report
signed by the Executive and Supervisory Boards and provided with the auditors'
report, must be available to the shareholders for inspection at the offices of
the Company not later than eight days before any general meeting.
§ 12 Agenda
The agenda for the Annual General Meeting must include:
1) Presentation of chairman of the meeting
2) Submission of the audited annual report for approval
3) Resolution on distribution of profit or cover of loss
4) Any proposals from the Supervisory Board or shareholders
5) Election of Supervisory Board
6) Election of auditors
7) Any other business
§ 13 Access
Shareholders who have acquired an admission card at least five days before the
general meeting are eligible to attend the general meeting. The Company shall
issue an admission card to any person registered as a shareholder in the
register of shareholders. The admission card will be provided with information
on the number of votes to which the shareholder is entitled.
General meetings of the Company are open to the press.
§ 14 Voting Rights
Each nominal share amount of DKK 0.50 entitles the holder to one vote at
general meetings.
The voting rights of shares acquired by transfer are, however, conditional upon
the shareholder having had the shares registered in the Register of
Shareholders or having notified and proved his acquisition not later than the
date of the notice convening the general meeting in the IT information system
of the Danish Commerce and Companies Agency
However, the shareholding acquired will be considered as represented at the
general meeting, even though the voting rights cannot be exercised, if the
shares have been registered in the register of shareholders or the shareholder
has notified and proved his acquisition before the general meeting.
Voting rights may be exercised pursuant to a written proxy, which may only be
granted for a single general meeting.
§ 15 Votes
All resolutions at general meetings are passed by simple majority unless
otherwise stipulated by company legislation or other legislation or the
Articles of Association of the Company.
The passing of resolutions for amendment of the Articles of Association of the
Company or its dissolution requires a majority in favour of the resolution of
at least two thirds of the voting share capital represented at the general
meeting.
§ 16 Chairman of the Meeting
The Supervisory Board shall appoint a chairman of the general meeting who
conducts proceedings and decides all issues concerning the transaction of the
business.
§ 17 Minutes of Proceedings
A short record of the business transacted at general meetings must be entered
into a minute-book authorised for this purpose by the Supervisory Board, and
the record must be signed by the chairman of the meeting and the members of the
Supervisory Board present.
§ 18 Management of the Company
The Supervisory Board shall have from three to seven members elected by the
general meeting. The Supervisory Board becomes operative by electing a Chairman
among its members.
Members of the Supervisory Board need not be shareholders.
Members of the Supervisory Board are elected for one year at a time, and the
Supervisory Board shall resign en bloc at the Annual General Meeting.
Members of the Supervisory Board are eligible for re-election.
§ 19 Supervisory Board
The Supervisory Board is responsible for the overall affairs of the Company.
The Supervisory Board forms a quorum when more than half of its members are
present. In case of equality of votes, the Chairman has the casting vote.
The Chairman shall convene a meeting of the Supervisory Board when he deems it
necessary or when a member of the Supervisory Board or of the Executive Board
so demands.
§ 20 Remuneration for the Supervisory Board
The Supervisory Board fixes its own remuneration, which may be wholly or partly
incentive-based. The remuneration may not exceed what is considered usual and
warranted in view of the extent of the work and what is considered warranted
relative to the financial position of the Company and the Group.
§ 21 Executive Board
The Supervisory Board shall engage between one and three executive officers and
shall lay down conditions for his or their position(s). The executive officer
or officers may also be members of the Supervisory Board, but may not be its
Chairman.
§ 22 Power to Bind the Company
The Company is bound by the joint signatures of two members of the Supervisory
Board or of one member of the Executive Board and one member of the Supervisory
Board. The Supervisory Board may grant an individual or collective power of
procuration.
§ 23 Financial Statements and Audits
The financial statements of the Company must be audited by a state-authorised
public accountant elected at the Annual General Meeting.
§ 24 Financial Year of the Company
The financial year of the Company is from 1 January to 31 December.
§ 25 Annual Report
The financial statements of the annual report are presented with due regard for
existing values and obligations and with adequate provision being made.
If losses not written off remain from previous years, any profit must first be
applied to write off such losses.
As resolved by the general meeting, any residual amount will be applied for
further reserves, transferred to retained earnings or distributed within the
rules of applicable legislation on dividend to shareholders.
……………………………………………….
8 August 2007
Klaus H. Lindblad, Attorney at Law
