ARTICLES OF ASSOCIATION
of
Alm. Brand A/S
CVR No. 77333517
2008
Article 1.
1.1. The name of the Company is Alm. Brand A/S.
1.2. The Company's registered office is situated in the municipality of
Copenhagen, Denmark.
Article 2.
2.1. The Company's objects are to hold - directly or indirectly - participating
interests in insurance companies and financial companies and other companies.
Article 3.
3.1. The Company's share capital, which has been fully paid up, amounts to DKK
1,476,000,000.
3.2. The share capital is divided into shares of DKK 80 each.
3.3. No share shall confer any special rights upon its holder.
3.4. The shares are negotiable instruments.
3.5. The shares shall be issued to named holders.
3.6. No restrictions apply to the transferability of the shares.
3.7. No shareholder shall be under an obligation to let his shares be redeemed
in full or in part.
Article 4.
4.1. The annual dividends are paid out through VP Securities Services
(Værdipapircentralen) in accordance with the relevant rules.
4.2. Dividends that have not been claimed five years after the due date shall
accrue to the Company.
Article 5.
5.1. The Company's General Meetings of shareholders shall be held at the
registered office or elsewhere in the Capital Region of Copenhagen.
5.2. The Company's Annual General Meeting shall be held every year before the
end of April.
5.3. Extraordinary General Meetings shall be held when deemed appropriate by
the Board of Directors, one of the auditors or by the shareholders in General
Meeting. Extraordinary General Meetings shall be convened within fourteen days
when requested in writing by shareholders holding not less than one tenth of
the share capital for the purpose of transacting specific business.
5.4. General Meetings shall be convened by the Board of Directors by giving not
less than fourteen days' notice and not more than four weeks' notice in the
Danish newspaper Berlingske Tidende. The notice convening the meeting shall
specify the business to be transacted by the shareholders in General Meeting,
and where resolutions are to be proposed at the General Meeting on alterations
of the Company's Articles of Association, their general contents shall be set
out in the notice.
5.5. Not later than eight days before the General Meeting, the agenda and the
complete resolutions to be considered and, in the case of the Annual General
Meeting, also the annual report, shall be made available for inspection by the
shareholders at the offices of the Company.
5.6. Where the Company's or the subsidiaries' employees, as the case may be,
have notified the Board of Directors in pursuance of section 177(1), second
sentence, of the Danish Public Companies Act, the notice convening the meeting
shall be submitted to the Company's or the Group's employees.
5.7. Any shareholder shall be entitled to have specific business transacted at
the General Meeting, provided the shareholder has submitted a written request
to the Board of Directors in due time for such business to be included on the
agenda of the General Meeting.
Article 6.
6. The annual report shall be presented at the Annual General Meeting, and the
following business shall be transacted:
(a) Presentation of the annual report for approval and a resolution for
ratification of the acts of the Board of Directors and the Management Board.
(b) Resolution on the distribution of profit or the treatment of loss according
to the approved annual report.
(c) Authorisation to acquire own shares.
(d) Election of members to the Board of Directors.
(e) Appointment of auditors.
(f) Any proposals received from the Board of Directors or the shareholders.
(g) Any other business.
Article 7.
7. The Company's General Meeting shall be presided over by a chairman elected
by the Board of Directors. The chairman shall decide all matters concerning the
transaction of business, the voting and the result of the voting.
Article 8.
8.1. Any shareholder shall be entitled to attend General Meetings, either in
person or by proxy, and to take the floor at such meetings provided the
shareholder has obtained, not later than five days prior to the General Meeting
and on due proof of identity, an admission card at the Company's office or at
another place in the Capital Region of Copenhagen specified in the notice
convening the meeting.
8.2. Each share amount of DKK 80 carries one vote.
8.3. Voting rights may only be exercised if the shareholder is entitled to
attend the meeting pursuant to Article 8.1, and the share or shares forming the
basis of the voting right has/have been entered into the register of
shareholders or the shareholder has notified the Company and substantiated his
acquisition. For shares acquired by transfer, the voting right shall also be
conditional upon the shareholder having had the shares entered into the
register of shareholders or notified and substantiated his acquisition before
the General Meeting is convened.
8.4. The Company's General Meetings may pass resolutions only in respect of
proposals specified in the agenda of the meeting.
8.5. Resolutions at General Meetings shall be passed by a simple majority of
votes unless otherwise stipulated by legislation or by these Articles of
Association.
8.6. Resolutions to amend the Articles of Association, including resolutions in
respect of a merger with another company or the voluntary liquidation of the
Company are subject to adoption by a majority of not less than two thirds of
the votes cast as well as of the voting share capital represented at the
General Meeting. Furthermore, where resolutions to amend the Articles of
Association, including resolutions in respect of a merger with another company
or the voluntary liquidation of the Company, have not been proposed or endorsed
by the Board of Directors, at least four fifths of the share capital must be
represented at the General Meeting.
Article 9.
9.1. The General Meeting shall elect not less than three and not more than
twelve members to the Board of Directors. The General Meeting may elect up to
12 alternates for some or all members of the Board of Directors. If elected,
each alternate shall be elected to act as such for a specific member of the
Board of Directors.
9.2. Members of the Board of Directors are elected by the General Meeting for
terms of one year. Retiring board members are eligible for re-election.
9.3. The Board of Directors shall from its number elect a Chairman and a Deputy
Chairman of the Board, who shall act in the absence of the Chairman in every
respect.
9.4. The Board of Directors forms a quorum when more than half the board
members, including the Chairman or Deputy Chairman, are present. Matters
considered by the Board of Directors are decided by a simple majority of votes.
In the event of an equality of votes, the Chairman has a casting vote. The
Board of Directors shall lay down its own rules of procedure for the
performance of its duties.
9.5. Minutes of the proceedings of Board Meetings shall be entered into a
minute book, which shall be signed by all members of the Board of Directors.
9.6. The Board of Directors receive an annual remuneration as determined by the
shareholders in General Meeting.
Article 10.
10.1. The Board of Directors shall appoint a Management Board consisting of
from one to five members.
10.2. The Board of Directors may grant individual or joint powers of
procuration.
Article 11.
11. The Company shall be bound by the joint signatures of the Chairman or
Deputy Chairman of the Board of Directors and another member of the Board of
Directors or by the joint signatures of one member of the Management Board and
one member of the Board of Directors or another member of the Management Board.
Article 12.
12.1. The audit of the Company's financial statements shall be performed by one
state-authorised public accountant.
12.2. The auditors shall be appointed by the shareholders in General Meeting
for terms of one year.
Article 13.
13. The Company's financial year is the calendar year.
Article 14.
14. The annual report shall give a true and fair view of the Company's or the
Group's assets and liabilities, financial position and results of operations
for the year.
Article 15.
15.1. Before any other allocation, provisions shall be made pursuant to the
legislation in force from time to time on the basis of the profit for the year
according to the approved annual report less any accumulated losses from prior
years.
15.2. Any retained profit shall be allocated as resolved by the General Meeting.
Article 16.
16. The Board of Directors shall be authorised to make such amendments to the
Articles of Association of the Company as may be required by the Danish
Commerce and Companies Agency.
As adopted at the Company's Annual General Meeting held on 28 April 2005, and
as amended at the Company's Annual General Meeting held on 26 April 2007 and
updated on 9 August 2007, on 29 February 2008 and on 14 August 2008.
________________________
Søren Jenstrup
Attorney-at-law
