ARTICLES OF ASSOCIATION - IC COMPANYS A/S

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IC COMPANYS A/S
ARTICLES OF ASSOCIATION

NAME AND OBJECTS 
  
ARTICLE 1 
  
The name of the Company is IC Companys A/S. 
  
The Company also carries on business under the secondary names of InWear Group
A/S, Carli Gry International A/S and Brand Farm A/S. 
  
ARTICLE 2 
  
The objects of the Company are to carry on trade and related activities in
clothing and activities derived therefrom. 
  
  
CAPITAL, SHARES AND LISTING OF SHARES 

ARTICLE 3 
  
The Company’s share capital is DKK 169,428,070 divided into shares of DKK 10
each or multiples thereof. 
  
The share capital is fully paid up. 

ARTICLE 4 
  
The Company’s shares shall be registered in the name of the holder in the
Company’s Register of Owners. 
  
The Company’s shares shall be freely transferable, negotiable instruments. 
  
The Board of Directors shall ensure that a Register of Owners is kept, which
contains a list of all shares in the Company. As resolved by the Board of
Directors, the Company’s Register of Owners may be kept either by the Company
or by a registrar outside the Company to be designated by the Board of
Directors. The Company’s register of Owners is kept by Computershare A/S,
Kongevejen 418, DK-2840 Holte. 
  
No shareholder shall be obliged to let his shares be redeemed in full or in
part. 
  
No shares shall carry any special rights. 
  
ARTICLE 5 
  
The Board of Directors shall be authorised to pay extraordinary dividend in
accordance with the Danish Companies Act in force from time to time. 

ARTICLE 5A 
  
The Board of Directors shall be authorised to increase the share capital by up
to DKK 20,000,000 nominal value in one or more tranches. The Board of Directors
may determine to disapply the preemption rights of the existing shareholders in
full or in part, including that the new shares shall be applied as
consideration in connection with the Company’s acquisition of an existing
operation. The subscription price shall be determined by the Board of Directors
and must equal the market price if the increase of the share capital is carried
out without preemption rights of the existing shareholders. 
  
The authority to the Board of Directors shall be valid until 20 October 2014.
New shares issued under the authority to the Board of Directors shall be
registered in the name of the holder. The shares shall be freely transferable,
negotiable instruments, and no shareholder shall be under an obligation to let
his shares be redeemed in full or in part. No shares shall carry any special
rights. 
  
Shareholder rights in respect of thenew shares shall take effect when the
shares are fully paid up. 
  
In other respects, the Board of Directors shall determine the specific terms
and conditions for the capital increase that may be effected in accordance with
the above authority. 
  
ARTICLE 5B 
  
The Board of Directors shall be authorised to issue warrants in one or more
portions for the subscription of shares of a nominal value of up to DKK
5,000,000, however, adjustments in connection with regular, general adjustment
procedures determined by the Board of Directors/the Executive Board may lead to
a larger or smaller nominal value. 
  
The authority shall be valid until and including 27 September 2015. 
  
Existing shareholders of the Company shall have no pre-emption rights in
connection with the issuance of the warrants, as said warrants shall be issued
for the benefit of certain executive employees, including the Executive Board,
as determined by the Board of Directors. 
  
Holders of the warrants shall have the right to subscribe for new shares at a
share price no less than the market share price at the date when the warrants
are granted. The Board of Directors shall determine the specific terms for the
warrants issued in accordance with the authority. The terms applicable for
executive employees and the Executive Board may be different. 
  
The Board of Directors shall also be authorised to offer certain executive
employees, including the Executive Board, to enter into agreements regarding
taxation pursuant to section 7H of the Danish Tax Assessment Act provided that
the legal requirements hereof are fulfilled. 
  
The Board of Directors shall be authorised during the period until and
including 27 September 2015 to increase the Company’s share capital by a total
nominal value of up to DKK 5,000,000 in one or more portions by cash
contributions in connection with the exercise of warrants. However, the
above-mentioned regular, general adjustment procedures may lead to a larger or
smaller nominal value which is included in this authority. Existing
shareholders of the Company shall not have pre-emption rights to subscribe for
new shares which are issued when exercising the warrants. The new shares shall
be negotiable instruments and shall be issued to the bearer. 
  
ARTICLE 5C 
  
On 16 December 2010 the Company's Board of Directors passed a resolution to
partially exercise the warrant issue authority granted to the Board of
Directors at the General Meeting on 27 September 2010, in that the Board of
Directors decided to issue warrants without pre-emption rights for the
shareholders of the Company. The warrants will be offered to select executive
employees and managers. The warrants will entitle the holders to subscribe for
shares up to a nominal value of DKK 985,900. However, an adjustment in
accordance with the terms and conditions of the warrants may result in a higher
nominal value. 
  
In consequence of the above, the Board of Directors also passed a resolution
regarding the resulting cash capital increase of up to a nominal value of DKK
985,900 – though an adjustment in accordance with the terms and conditions of
the warrants may result in a higher nominal value. The detailed terms and
conditions governing the subscription for and exercise of the warrants and the
consequent cash capital increase are set out in Appendix 1, which constitutes
the entire resolution by the Board of Directors and is an integral part of the
Articles of Association of the Company. 
  
Based on the resolution of the Board of Directors, the authority in article 5 B
will be deemed reduced by nominally DKK 985,900 to nominally DKK 4,014,100. 
  
ARTICLE 5D 
  
On 17 August 2011 the Company's Board of Directors passed a resolution to
partially exercise the warrant issue authority granted to the Board of
Directors at the General Meeting on 27 September 2010, in that the Board of
Directors decided to issue warrants without pre-emption rights for the
shareholders of the Company. The warrants will be offered to the four (4)
members of the Executive Board. The warrants will entitle the holders to
subscribe for shares up to a nominal value of DKK 1,472,940. However, an
adjustment in accordance with the terms and conditions of the warrants may
result in a higher nominal value. 
  
In consequence of the above, the Board of Directors also passed a resolution
regarding the resulting cash capital increase of up to a nominal value of DKK
1,472,940 – though an adjustment in accordance with the terms and conditions of
the warrants may result in a higher nominal value. The detailed terms and
conditions governing the subscription for and exercise of the warrants and the
consequent cash capital increase are set out in Appendix 2, which constitutes
the entire resolution by the Board of Directors and is an integral part of the
Articles of Association of the Company. 
  
Based on the resolution of the Board of Directors, the authority in article 5 B
will be deemed reduced by nominally DKK 1,472,940 to nominally DKK 2,541,160. 
  
ARTICLE 5E 

On 9 November 2011 the Company's Board of Directors passed a resolution to
partially exercise the warrant issue authority granted to the Board of
Directors at the General Meeting on 27 September 2010, in that the Board of
Directors decided to issue warrants without pre-emption rights for the
shareholders of the Company. The warrants will be offered to select executive
employees and managers. The warrants will entitle the holders to subscribe for
shares up to a nominal value of DKK 1,104,710. However, an adjustment in
accordance with the terms and conditions of the warrants may result in a higher
nominal value. 
  
In consequence of the above, the Board of Directors also passed a resolution
regarding the resulting cash capital increase of up to a nominal value of DKK
1,104,710 – though an adjustment in accordance with the terms and conditions of
the warrants may result in a higher nominal value. The detailed terms and
conditions governing the subscription for and exercise of the warrants and the
consequent cash capital increase are set out in Appendix 3, which constitutes
the entire resolution by the Board of Directors and is an integral part of the
Articles of Association of the Company. 
  
Based on the resolution of the Board of Directors, the authority in article 5 B
will be deemed reduced by nominally DKK 1,104,710 to nominally DKK 1,436,450. 
  
ARTICLE 5F 
  
On 21 August 2014 the Company's Board of Directors passed a resolution to
partially exercise the warrant issue authority granted to the Board of
Directors at the General Meeting on 27 September 2010, in that the Board of
Directors decided to issue warrants without pre-emption rights for the
shareholders of the Company. The warrants will be offered to the two (2)
members of the Executive Board. The warrants will entitle the holders to
subscribe for shares up to a nominal value of DKK 379,480. However, an
adjustment in accordance with the terms and conditions of the warrants may
result in a higher nominal value. 
  
In consequence of the above, the Board of Directors also passed a resolution
regarding the resulting cash capital increase of up to a nominal value of DKK
379,480 – though an adjustment in accordance with the terms and conditions of
the warrants may result in a higher nominal value. The detailed terms and
conditions governing the subscription for and exercise of the warrants and the
consequent cash capital increase are set out in Appendix 4, which constitutes
the entire resolution by the Board of Directors and is an integral part of the
Articles of Association of the Company. 
  
Based on the resolution of the Board of Directors, the authority in article 5 B
will be deemed reduced by nominally DKK 379,480 to nominally DKK 1,056,970. 

ARTICLE 6 
  
The Company’s shares are listed on the Copenhagen Stock Exchange and issued
through a securities depository. 
  
Following registration of the shares with the securities depository, dividend
is paid by transfer to accounts specified by the shareholders. Such transfer
shall be effected in accordance with the rules of the securities depository in
force from time to time. 
  
The entitlement to dividend is time-barred five years after the due date, after
which any unclaimed dividends accrue to the Company. 
  
  
GENERAL MEETINGS 

ARTICLE 7 
  
All General Meetings shall be held in Greater Copenhagen. 
  
The Annual General Meeting shall be held each year not later than four months
after the end of the financial year. 
  
The notice convening the General Meeting shall be giving not less than three
weeks and not more than five weeks before the General Meeting through the
corporate website www.iccompanys.com. 
  
Notice of the General Meeting shall be sent to all registered shareholders in
the Register of Owners either by ordinary letter to the address registered in
the Register of Owners or electronically to the e-mail address provided by the
shareholder pursuant to article 11, paragraph 3.” 
  
The notice shall include the agenda of the General Meeting. 
  
Not later than eight weeks before the Ordinary Annual General Meeting, the
Company shall announce the date of the General Meeting as well as the deadline
for receipt of proposals to be included in the Agenda. Any shareholder has the
right to have their proposals included in Agenda for the Ordinary Annual
General Meeting if the said shareholder submits such proposal in writing to the
Company not later than six weeks before the General Meeting. 
  
Where a resolution is proposed to amend the Articles of Association, the notice
shall set out the main contents of the proposed resolution. 
  
Should the proposed resolution be of such character as specified in section 96,
subsection 2 of the Danish Companies Act, the notice shall include the main
contents of the proposed resolution. 
  
Not later than three weeks before the General Meeting the Company shall
disclose on its corporate website (i) the notice convening the General Meeting,
(ii) the aggregate number of shares and voting rights registered at the date of
the notice, (iii) the documents to be presented at the General Meeting,
including the audited Annual Report in case of the Ordinary Annual General
Meeting, (iv) the Agenda and the complete proposed resolutions and (v) the
forms used for proxy and postal vote unless said forms are sent to the
shareholders directly. 

ARTICLE 8 
  
Extraordinary General Meetings shall be held when deemed appropriate by the
Board of Directors or at least one of the Company’s auditors. 
  
Extraordinary General Meeting shall be held when requested in writing by
shareholders holding at least five per cent of the share capital. 
  
The Extraordinary General Meeting shall be convened not later than two weeks
after the request has been received by the Company. 
  
ARTICLE 9 
  
The agenda of the Annual General Meeting shall include the following: 
  
1. Report by the Board of Directors on the activities of the company. 
  
2. Presentation of the annual report with the auditors’ report and approval of
the annual report. 
  
3. Resolution as to the application of the profit, including the declaration of
dividends, or for the treatment of the loss according to the approved annual
report. 
  
4. Election of members to the Board of Directors. 
  
5. Approval of remuneration of the Board of Directors for the current financial
year. 
  
6. Appointment of Auditors. 
  
7. Any other business. 
  
ARTICLE 10 
  
Each share of DKK 10 nominal value shall entitle its holder to one vote at
General Meetings. 
  
A shareholder’s right to participate and vote at a General Meeting shall be
determined in proportion to the number of shares that the shareholder holds at
the date of registration. The date of registration is the day one week prior to
the General Meeting. 
  
The number of shares held by each individual shareholder shall be determined on
the basis of recording of shares in the Company’s Register of Owners as well as
any information received at the date of registration by the Company regarding
ownership changes that are to be recorded in the Company’s Register of Owners,
but have not been entered yet. 
  
The shareholder’s or his/her appointed proxy holder’s participation in the
General Meeting shall be registered with the Company no later than three days
before the General Meeting. The same requirements apply for a possible
participating advisor. The Company’s General Meetings are open for the press. 
  
ARTICLE 11 
  
All communication between the Company and the individual shareholders may take
place electronically, including by e-mail, and notices convening the General
Meeting, including the Agenda and the complete proposed resolutions to
amendments of the Articles of Association, the annual report, financial
reports, prospects, minutes of the Ordinary Annual General Meeting as well as
other general messages from the Company to the shareholders may be send
electronically, including by e-mail. 
  
The above-mentioned documents shall also be available on the corporate website
www.iccompanys.com. 
  
The Company shall ask all registered shareholders to provide their e-mail
addresses for the purpose of sending messages, etc. The shareholders are
responsible for ensuring that the Company has the correct e-mail address. 
  
Further information about the system requirements and the electronic
communication guidelines is available to the shareholders on the corporate
website www.iccompanys.com. 
  
The Company may at any time as an alternative or a supplement to electronic
communication choose to communicate with the shareholders by means of ordinary
postal services. 
  
ARTICLE 12 
  
Shareholders are entitled to participate in the General Meeting either in
person or by a proxy holder and in both cases with an advisor. A proxy holder
may vote on behalf of the shareholder provided that a written and dated proxy
is presented. 
  
Shareholders may submit their vote by postal vote. The postal vote must be
received by the Company no later than 10 a.m. at the day before the General
Meeting. To ensure identification of the individual shareholder who exercise
his/her right to vote by postal vote, the form must be duly signed by the
shareholder and completed in capital or printed letters stating complete name
and address. In case the shareholder is a legal entity, proper registration
number (CVR) or similar identification must be clearly stated in the postal
vote form. 
  
ARTICLE 13 
  
The General Meeting shall be presided over by a Chairman appointed by the Board
of Directors, who need not be a shareholder in the Company. The Chairman shall
decide all matters relating to the way in which business is transacted. 
  
ARTICLE 14 

All resolutions at the General Meeting shall be passed by a simple majority of
votes, unless the Danish Companies Act prescribes special rules with regard to
representation and majority. 
  
In the event of an equality of votes, the decision shall be made by drawing
lots. 
  
Resolutions to amend this Article 14 on majority of votes can only be passed by
a majority of not less than nine-tenths of the votes cast at the General
Meeting. 
  
Voting at General Meetings shall be by a show of hands unless the General
Meeting resolves to take a poll, or the Chairman of the meeting deems a pool
desirable. 
  
ARTICLE 15 
  
Amendments and additions required by the Danish Business Authority as a
condition for the registration of resolutions adopted by the General Meeting as
well as amendments to the Articles of Association which are required as a
consequence of amendments to legislation may be effected by the Board of
Directors without the consent of the General Meeting. 
  
ARTICLE 16 

Minutes of the proceedings of the General Meeting shall be entered into a
minute book which shall be signed by the Chairman of the General Meeting. The
minute book which must contain the result of the voting at the General Meeting
shall be available at the corporate website no later than two weeks after the
General Meeting. 

BOARD OF DIRECTORS 

ARTICLE 17 

The Company shall be supervised by a Board of Directors composed of from four
to eight members elected by the General Meeting for one-year terms and such
Board members as may be elected by the employees pursuant to the relevant rules
of Danish legislation. 
  
Board members are eligible for reelection. 
  
Members of the Board of Directors shall resign from the Board at the first
coming Ordinary Annual General Meeting after having reached the age of seventy. 
  
Prior to the election of Board members at the General Meeting, candidates shall
disclose any directorships held by them in other Danish and foreign public
limited companies except for wholly-owned subsidiaries. 
  
ARTICLE 18 

The Board of Directors shall meet immediately after the Annual General Meeting
to elect one of its members to act as Chairman and one or two of its members to
act as Deputy Chairmen. 
  
The Chairman shall ensure that Board meetings are held as and when necessary. 
  
A member of the Board of Directors or a member of the Executive Board may
request that a meeting of the Board of Directors be convened. 

ARTICLE 19 
  
Board meetings shall generally be called giving at least eight days’ notice. 
  
ARTICLE 20 

The matters considered by the Board of Directors shall be decided by a simple
majority of votes. In the event of an equality of votes, the Chairman shall
have a casting vote. 
  
The Board of Directors shall form a quorum when more than half the Board
members, including the Chairman or one Deputy Chairman, are present. 
  
ARTICLE 21 

The Board of Directors shall, by rules of procedure, lay down further
provisions as to the duties and powers of the Board of Directors. 
  
ARTICLE 22 

Minutes of the Board meetings shall be entered into a minute book, which shall
be signed by all members of the Board of Directors. 
  
The auditors’ records shall be presented at all Board meetings. All entries
shall be signed by all members of the Board of Directors. 
  
ARTICLE 23 

The members of the Board of Directors shall receive an annual remuneration
which is approved at the Company’s Ordinary Annual General Meeting for the then
current financial year. 
  
  
EXECUTIVE BOARD 

ARTICLE 24 

The Board of Directors shall appoint an Executive Board consisting of from one
to four members to be in charge of the day-to-day operations of the Company. 
  
The Board of Directors shall appoint one of the members of the Executive Board
President & CEO, and may appoint one of the members Deputy CEO. 
  
Details of the mutual powers and business conduct of the Board of Directors and
the Executive Board shall be laid down in rules of procedure drawn up by the
Board of Directors. 
  
The Board of Directors may grant powers of procuration to sign on behalf of the
Company individually or collectively. 
  
General guidelines regarding incentive pay for the Executive Board have been
adopted, cf. the Danish Companies Act, section 139, subsection 2. The
guidelines are available on the Company’s website. 
  
  
AUTHORITY TO BIND THE COMPANY 

ARTICLE 25 

The Company shall be bound by the Board of Directors acting together, or by
either the Chairman or a Deputy Chairman of the Board of Directors acting
together with a member of the Board of Directors or a member of the Executive
Board. The Company shall furthermore be bound by two members of the Executive
Board acting together. 
  
  
ACCOUNTS AND AUDITING 

ARTICLE 26 

The Company’s financial year runs from 1 July to 30 June. 
  
The annual report and consolidated accounts shall be presented in a clear and
easily understandable manner in pursuance of the statutory rules and shall give
a true and fair view of the Group’s and the Company’s assets and liabilities,
financial position and result. 
  
ARTICLE 27 

The Company’s accounts shall be audited by at least such number of state
authorised public accountants as is required by law. The auditors shall be
appointed by the General Meeting for one year at a time. 
  
The Auditors shall be eligible for reappointment. 
  
  
  
  
As adopted on 21 August 2014 at the Board of Directors’ meeting. 
  
  
On the Board of Directors: 
  
  
  
  
Niels Martinsen 
  
Henrik Heideby 
  
Ole Wengel 
  
Anders Colding Friis 
  
Annette Brøndholt 
  
Per Bank