ARTICLES OF ASSOCIATION FOR WILLIAM DEMANT HOLDING A/S
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 industry.
4. Company capital
4.1 The share capital of the Company amounts to DKK 58,956,257 split into
58,956,257 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 register 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.
5.4 The Company's register of shareholders shall be kept by Aktiebog Danmark
A/S, Kongevejen 118, DK-2840 Holte.
6. Authorisation for increase of capital
6.1 The Board is, until 1 January 2011, authorised to increase the share
capital by up to a total of DKK 1,179,527 on one or more occasions and without
preferential 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 Company 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
instruments, 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. General meeting, powers, location and calling
7.1 The general meeting has the supreme authority in all matters 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. Extraordinary general meetings shall also be called
where requested 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 discussed at the general meeting. This shall be called no later
than 14 days after receipt of the request.
7.4 General meetings shall be convened by the Board giving not less than eight
days' and not more than four weeks' notice thereof by announcement in the
computer information system of the Danish Commerce and Companies Agency
(Erhvervs- og Selskabsstyrelsen"), and to all registered shareholders upon
request. The announcement may also be made in a nationwide paper at the option
of the Board. The notice convening the general meeting shall contain the agenda
of the meeting and specify the essential substance of any proposed amendments
to the Articles of Association. If it is proposed to pass a resolution amending
the Articles of Association under section 79(1) or (2) of the Danish Public
Companies Act ("aktieselskabsloven"), the notice convening the general meeting
shall, however, include the full text of the proposal and shall be sent to all
registered shareholders.
7.5 Every shareholder has the right to have a specific matter dealt with at an
ordinary general meeting, provided that the shareholder submits a written
request therefor to the Board within two months of the end of the accounting
year.
8. General meeting, 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 during the past year.
2. Presentation of the audited annual report including consolidated financial
statement for approval.
3. Decision on the appropriation of profit or settlement 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 depository bank shall be proof of identity
of a shareholder. The extract must not be older than five 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 entitled 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 shareholders
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 instrument of proxy, which may only be
granted for one year at a time. If issued to the board of directors, however,
an instrument of proxy shall be valid for one particular general meeting only,
the agenda for which must be known in advance. The Company shall provide the
shareholders with a written or electronic proxy form, which may be issued to
either the board of directors or a third party.
9.6 All members of the Board of Directors are entitled to attend general
meetings.
9.7 Journalists shall be admitted to general meetings of the Company.
10. General meeting, chairman, resolutions and minutes
10.1 The general meeting shall be chaired by a chairman appointed by the Board,
who shall decide all questions relating to the way in which matters are dealt
with and the casting of votes. Voting shall be by poll (i.e. in writing) where
decreed by the chairman or where demanded by two thirds of the present and
represented shareholders.
10.2 Matters dealt with at the general meeting shall be decided by simple
majority.
10.3 The adoption of a resolution to make amendments to the articles other than
those listed in section 79 of the Public Companies Act, or of a resolution
relating to the Company's dissolution, division, or merger with another
company, shall require that at least 51% of the share capital is represented at
the general meeting, and that the resolution is approved by a two thirds
majority of the votes cast and of the represented share capital which is
entitled to vote.
10.4 Where the above-mentioned level of shares is not represented 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 meeting 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 undertaken by the Board without the consent of the general meeting.
11. The Board of Directors
11.1 The Company shall be directed by a Board of 4-6 directors 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 elected 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 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 simple 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 detailed provision for
the performance of its duties.
11.10 The Board may grant both individual and group authorisations 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 appointed 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.
15. Electronic communication
15.1 All communications from the Company to the individual shareholders may be
sent electronically, including by e-mail, and general information will be
accessible to the shareholders on the Company's website, www.demant.com, unless
otherwise provided by the Danish Public Companies Act. The Company may at any
time choose to communicate by regular post.
15.2 Notices convening annual and extraordinary general meetings, including the
full text of proposed amendments to the Articles of Association, the agenda,
subscription lists, annual reports, company information, admission cards and
other general information from the Company to the shareholders may thus be sent
electronically, including by e-mail from the Company to the shareholders.
Except for admission cards for the general meeting, above documents will be
accessible on the Company's website, www.demant.com.
15.3 The Company shall ask registered shareholders to provide an e-mail address
to which notices, etc. may be sent. Each shareholder will be responsible for
ensuring that the Company has received the correct e-mail address.
15.4 On the Company's website, www.demant.com, the shareholders may find
additional information about the system requirements and about the procedure
for electronic communication.
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, on 2 July 2007 in connection with a
share capital decrease, at the ordinary general meeting on 31 March 2008, and
on 4 July 2008 in connection with a share capital decrease.
26 March 2009
Jørgen Boe
Attorney-at-Law
