Unauthorised translation
ARTICLES OF ASSOCIATION OF
NEUROEARCH A/S
(CVR-no.12546106)
Name, registered office and objects
Article 1
The name of the company is NeuroSearch A/S.
Article 2
The registered office of the company is situated in the municipality of
Ballerup.
Article 3
The objects for which the company is established are to carry on research,
trade, manufacture and to carry on any other activities deemed to be incidental
or conducive to the attainment of the above objects, primarily within the
pharmaceutical industry, including both directly or indirectly through
subsidiaries.
The company's share capital
Article 4
The company's share capital is DKK 248,903,420 divided into shares of DKK 1 and
multiples thereof. The share capital has been paid up in full.
Authorisation to increase the share capital
Article 5
During the period ending on 31 December 2011, the board of directors is
authorised to increase the Company's share capital in one or more issues of a
total nominal sum of up to DKK 60,000,000 (3,000,000 shares of DKK 20).
The share capital may be increased by cash payment or by other means.
If the share capital is increased by cash payment at a subscription price lower
than the value of the shares, the existing shareholders are entitled to a right
of pre-emption in respect of the amount of the capital increase in proportion to
their shareholdings.
If the share capital is increased by cash payment otherwise than specified in
Article 5(3), above, or is increased by other means, including by debt
conversion or in payment of a contribution of assets other than cash, the
Company's existing shareholders shall not be entitled to any right of
pre-emption. If the share capital is increased by other means than cash, the
provisions of section 33 of the Danish Companies Act (aktieselskabsloven) shall
apply, and the subscription price or the value of the shares issued shall be
fixed by the board of directors subject to the mandatory provisions of the Act,
including sections 79 and 80 thereof.
All terms and conditions governing the subscription for shares shall be
stipulated by the board of directors.
The new shares shall be negotiable instruments and shall be issued to bearer,
but the shares may be registered in the names of the holders in the Company's
register of shareholders. No restrictions shall apply to the transferability of
the new shares, and no shareholder shall be required to have his shares redeemed
in whole or in part. The shares shall carry the right to dividend as from the
date fixed by the board of directors but no later than from the first financial
year following the capital increase.
Article 5a
During the period ending on 31 December 2008, the board of directors is
authorised to issue warrants to some or all of the Company's and its
subsidiaries' employees, members of the board of directors and members of the
management board in the absolute discretion of and on terms laid down by the
board of directors entitling the holders to subscribe, in one or more issues,
for shares of the total nominal value of DKK 500,000 (25,000 shares of DKK 20)
by cash payment at a price to be determined by the board of directors, which
price may not be lower than the market price of the Company's shares on the
Copenhagen Stock Exchange at the time of the issue of the warrants plus 10%
p.a., and without any right of pre-emption to the Company's shareholders.
However, directors may only be granted warrants to subscribe for shares of up to
the nominal value of DKK 486,000.
Any new shares subscribed for through exercise of the warrants shall carry the
same rights as the existing shares under these Articles, including that the new
shares shall be issued to bearer, shall be negotiable instruments, but may be
registered in the names of the holders in the Company's register of
shareholders, that no shareholder shall be required to have his shares redeemed,
and that no restrictions shall apply to the transferability of the shares. The
new shares shall rank for dividend as from the time of subscription.
For the purpose of implementing the capital increase relating to the exercise of
the warrants, the board of directors is authorised to increase the Company's
share capital during the period ending on 1 April 2013 in one or more issues by
up to the total nominal sum of DKK 500,000 by cash payment at a price to be
determined by the board of directors, which price may not be lower than the
market price of the Company's shares on the Copenhagen Stock Exchange at the
time of the issue of the warrants plus 10% p.a., and without any right of
pre-emption to the Company's existing shareholders. All other terms and
conditions governing the subscription for shares shall be stipulated by the
board of directors. Any new shares subscribed for through exercise of the
warrants shall be negotiable instruments and shall be issued to bearer, but may
be registered in the names of the holders in the Company's register of
shareholders. No restrictions shall apply to the transferability of the new
shares, and no shareholder shall be required to have his shares redeemed in
whole or in part. The shares shall rank for dividend as from the time of
subscription.
Article 5b
The board of directors has issued warrants for subscription in one or more
issues of up to nominally DKK 2,949,400 shares by cash payment at a price of DKK
262,19 per share of nominally DKK 20. The existing shareholders shall have no
pre-emption right to the warrants.
Pursuant to the warrants, the shares may be subscribed in full or in part during
the period from Monday 26 November 2007 to Friday 30 November 2007, from Monday
10 March 2008 to Friday 14 March 2008, from Monday 8 September 2008 to Friday 12
September 2008 and from Monday 9 March 2009 to Friday 13 March 2009.
The warrant holders may not transfer or pledge the warrants to any third party.
In the event of new shares being subscribed for pursuant to the warrants, they
shall carry the same rights as the existing shares according to the Articles
hereof, so that the new shares shall be negotiable instruments and shall be
issued to the bearer but may be registered in the bearer's name in the company's
register of shareholders. No restrictions shall apply to the transferability of
the new shares and there shall be no obligation to redeem. The new shares shall
carry the right to receive dividend as of the date of the subscription.
If prior to the exercise of the warrants (in full) the company adopts a
resolution to introduce share classes, each share subscribed for after the
resolution upon exercising the warrants shall rank among the highest share
class.
If prior to the exercise of the warrants (in full) the company adopts a
resolution to increase its capital by an issue of bonus shares, each warrant
holder shall upon exercising his warrants without any further payment be
allotted such additional (rounded down) whole number of shares as corresponds to
the ratio between the company's capital prior to the capital increase and the
nominal amount by which the share capital is increased as a result of the issue
of bonus shares, multiplied by the number of shares issued according to the
warrants. Consequently, the warrant holders shall be in the same position as if
the warrants had been exercised immediately prior to the issue of bonus shares.
If prior to the exercise of the warrants (in full) a resolution is adopted to
increase the capital or issue warrants, convertible instruments of indebtedness
or the like whereby the shares may be subscribed for at a price not lower than
the market price, this shall not affect the terms and conditions of the exercise
of the warrants. If a resolution is adopted to increase the capital, issue
warrants, convertible instruments of indebtedness or the like, except to
employees or board members of the company or its subsidiaries, whereby the
shares may be subscribed for at a price below the market value, the number of
shares that may be subscribed for according to the warrants and the subscription
price thereof shall be adjusted whereby the warrant holder shall be in the same
position as if the warrants had been exercised immediately prior to the said
change in the company's capital, both in relation to his shareholding (rounded
down) in the company and the subscription price.
If a resolution is adopted to
increase the capital, issue warrants, convertible instruments of indebtedness or
the like to employees or board members of the company or its subsidiaries,
whereby shares may be subscribed for at a price below the market value, this
shall not affect the terms and conditions of the exercise of the warrants.
If prior to the exercise of the warrants (in full) the company decreases its
capital to cover losses, the (remaining) number of shares to be subscribed for
according to the warrants and the subscription price thereof shall be adjusted
whereby the warrant holder shall be in the same position as if the warrants had
been exercised immediately prior to the capital decrease, both in relation to
his shareholding (rounded down) in the company and the subscription price.
If prior to the exercise of the warrants (in full), the company decreases its
capital by payment to the shareholders, or if a winding-up is decided, including
a merger or demerger, the warrant holder shall, when exercising the (remaining)
warrants, be in the same position as if the warrants had been exercised
immediately prior to the said decision.
In the event of a sale of a majority of the shares in the company meaning a
transfer of more than 50% of the company's share capital to a third party (who
may be a shareholder in the company), the terms and conditions of the warrants
shall not be affected. The company's board of directors may decide:
that warrant holders, who have earned but not yet exercised warrants, shall
exercise their earned warrants in full and transfer the shares on the same
conditions as the other shareholders (or waive these whereby they will lapse),
that warrant holders, who have earned but not yet exercised warrants, shall
retain these on the terms and conditions stated in the warrants,
that warrant holders, who have non-earned warrants, shall exercise these in full
and transfer the shares on the same conditions as the other shareholders (or
waive these whereby they will lapse),
that warrant holders, who have non-earned warrants, shall retain these on the
terms and conditions stated in the warrants,
During the period until 1 May 2009, for the implementation of the capital
increase pertaining to the exercise of the warrants, the board of directors
shall be authorised to increase the company's share capital in one or more
occasions by up to nominally 2,940,400 by cash payment at a price of DKK 262,19
per share of nominally DKK 20 and without pre-emption right for the company's
existing shareholders. The board of directors shall decide the terms and
conditions of the subscription.
Article 5c
Abolished
Article 5d
The board of directors has issued warrants for subscription in one or more
issues of up to nominally DKK 234,180 shares by cash payment at a price of DKK
213,51 per share of nominally DKK 20. The existing shareholders shall have no
pre-emption right to the warrants.
During the period from 1 March 2006 until 31 October 2008 the employee's
warrants will vest gradually so that 1/32 of the granted warrants will vest each
month in the said period.
Pursuant to the warrants, the shares may be subscribed in full or in part during
the period from Monday, 24 November 2008 to Friday, 28 November 2008, from
Monday, 4 May 2009 to Friday, 8 May 2009, from Monday, 16 November 2009 to
Friday, 20 November 2009 and from Monday, 15 March 2010 to Friday, 19 March
2010.
The warrant holders shall not transfer or pledge the warrants to any third
party.
In the event of new shares being subscribed for pursuant to the warrants, they
shall carry the same rights as the existing shares according to the Articles
hereof, so that the new shares shall be negotiable instruments, shall be issued
to bearer but may be registered in the bearer's name in the company's register
of shareholders. No restrictions shall apply to the transferability of the new
shares and there shall be no obligation to redeem. The new shares shall carry
the right to receive dividend as of the date of the subscription.
In connection with the grant of the warrants the company has entered into
agreement with the recipient of the warrants about taxation of said warrants
pursuant to the Tax Assessment Act, section 7H.
If prior to the exercise of the warrants (in full) the company adopts a
resolution to introduce share classes, each share subscribed for after the
resolution upon exercising the warrants shall rank among the same share class as
the existing share capital.
If prior to the exercise of the warrants (in full) the company adopts a
resolution to increase its capital by an issue of bonus shares, each warrant
holder shall upon exercising his warrants without any further payment be
allotted such additional (rounded down) whole number of shares as corresponds to
the ratio between the company's capital prior to the capital increase and the
nominal amount by which the share capital is increased as a result of the issue
of bonus shares, multiplied by the number of shares issued according to the
warrants. Consequently, the warrant holders shall be in the same position as if
the warrants had been exercised immediately prior to the issue of bonus shares.
If prior to the exercise of the warrants (in full) a resolution is adopted to
increase the capital or issue warrants, convertible instruments of indebtedness
or the like whereby the shares may be subscribed for at a price not lower than
the market price, this shall not affect the terms and conditions of the exercise
of the warrants. If a resolution is adopted to increase the capital, issue
warrants, convertible instruments of indebtedness or the like, except to
employees or board members of the company or its subsidiaries, whereby the
shares may be subscribed for at a price below the market value, the number of
shares that may be subscribed for according to the warrants and the subscription
price thereof shall be adjusted whereby the warrant holders shall be in the same
position as if the warrants had been exercised immediately prior to the said
change in the company's capital, both in relation to his shareholding (rounded
down) in the company and the subscription price.
If a resolution is adopted to increase the capital, issue warrants, convertible
instruments of indebtedness or the like to employees or board members of the
company or its subsidiaries, whereby shares may be subscribed for at a price
below the market value, this shall not affect the terms and conditions of the
exercise of the warrants.
If prior to the exercise of the warrants (in full) the company decreases its
capital to cover losses, the (remaining) number of shares to be subscribed for
according to the warrants and the subscription price thereof shall be adjusted
whereby the warrant holders shall be in the same position as if the warrants had
been exercised immediately prior to the capital decrease, both in relation to
their shareholding (rounded down) in the company and the subscription price.
If prior to the exercise of the warrant, the company decreases its capital by
payment to the shareholders, or if a winding-up is decided, including a merger
or demerger, the warrant holders shall, when exercising the (remaining)
warrants, be in the same position as if the warrants had been exercised
immediately prior to the said decision.
In the event of a sale of a majority of the shares in the company meaning a
transfer of more than 50% of the company's share capital to a third party (who
may be a shareholder in the company), the terms and conditions of the warrants
shall not be affected. The company's board of directors may decide:
that warrant holders holding vested but not yet exercised warrants shall
exercise the vested warrants in full and transfer the shares on the same terms
as the other transferring shareholders (or waive their rights thereto whereby
they will lapse);
that warrant holders holding vested but not yet exercised warrants shall keep
such warrants on the terms appearing from this warrant;
that warrant holders holding unvested warrants shall exercise such warrants in
full and transfer the shares on the same terms as the other transferring
shareholders (or waive their rights thereto whereby they will lapse);
that warrant holders holding unvested warrants shall keep such warrants on the
terms appearing from this warrant.
In so far as one or more of the above mentioned provisions prevent that the Tax
Assessment Law, section 7H is applicable on all the warrants that warrant
holders have been granted - including in so far as one or more of the above
mentioned provisions are essential to when the actual exercise price is deemed
to exist - then the above mentioned provisions shall not be applicable.
For the implementation of the capital increase pertaining to the exercise of the
warrants, the board of directors have decided to increase in the company's share
capital in one or more occasions by up to nominally DKK 234,180 by cash payment
of a price of DKK 231,51 per share of nominally DKK 20 and without pre-emption
right for the company's existing shareholders. The board of directors shall
decide the terms and conditions of the subscription.
Article 5e
The board of directors has issued warrants for subscription in one or more
issues of up to nominally DKK 4,800,000 shares by cash payment at a price of DKK
402 per share of nominally DKK 20. The existing shareholders shall have no
pre-emption right to the warrants.
Pursuant to the warrants, the shares may be subscribed in full or in part during
the period from Monday 3 May 2010 to Friday 7 May 2010, from Monday 30 August
2010 to Friday 3 September 2010 and from Monday 14 March 2011 to Friday 18 March
2011.
The warrant holders may not transfer or pledge the warrants to any third party.
In the event of new shares being subscribed for pursuant to the warrants, they
shall carry the same rights as the existing shares according to the Articles
hereof, so that the new shares shall be negotiable instruments and shall be
issued to the bearer but may be registered in the bearer's name in the company's
register of shareholders. No restrictions shall apply to the transferability of
the new shares and there shall be no obligation to redeem. The new shares shall
carry the right to receive dividend as of the date of the subscription.
If prior to the exercise of the warrants (in full) the company adopts a
resolution to introduce share classes, each share subscribed for after the
resolution upon exercising the warrants shall rank among the highest share
class.
If prior to the exercise of the warrants (in full) the company adopts a
resolution to increase its capital by an issue of bonus shares, each warrant
holder shall upon exercising his warrants without any further payment be
allotted such additional (rounded down) whole number of shares as corresponds to
the ratio between the company's capital prior to the capital increase and the
nominal amount by which the share capital is increased as a result of the issue
of bonus shares, multiplied by the number of shares issued according to the
warrants. Consequently, the warrant holders shall be in the same position as if
the warrants had been exercised immediately prior to the issue of bonus shares.
If prior to the exercise of the warrants (in full) a resolution is adopted to
increase the capital or issue warrants, convertible instruments of indebtedness
or the like whereby the shares may be subscribed for at a price not lower than
the market price, this shall not affect the terms and conditions of the exercise
of the warrants. If a resolution is adopted to increase the capital, issue
warrants, convertible instruments of indebtedness or the like, except to
employees or board members of the company or its subsidiaries, whereby the
shares may be subscribed for at a price below the market value, the number of
shares that may be subscribed for according to the warrants and the subscription
price thereof shall be adjusted whereby the warrant holder shall be in the same
position as if the warrants had been exercised immediately prior to the said
change in the company's capital, both in relation to his shareholding (rounded
down) in the company and the subscription price.
If a resolution is adopted to
increase the capital, issue warrants, convertible instruments of indebtedness or
the like to employees or board members of the company or its subsidiaries,
whereby shares may be subscribed for at a price below the market value, this
shall not affect the terms and conditions of the exercise of the warrants.
If prior to the exercise of the warrants (in full) the company decreases its
capital to cover losses, the (remaining) number of shares to be subscribed for
according to the warrants and the subscription price thereof shall be adjusted
whereby the warrant holder shall be in the same position as if the warrants had
been exercised immediately prior to the capital decrease, both in relation to
his shareholding (rounded down) in the company and the subscription price.
If prior to the exercise of the warrants (in full), the company decreases its
capital by payment to the shareholders, or if a winding-up is decided, including
a merger or demerger, the warrant holder shall, when exercising the (remaining)
warrants, be in the same position as if the warrants had been exercised
immediately prior to the said decision.
In the event of a sale of a majority of the shares in the company meaning a
transfer of more than 50% of the company's share capital to a third party (who
may be a shareholder in the company), the terms and conditions of the warrants
shall not be affected. The company's board of directors may decide:
that warrant holders, who have earned but not yet exercised warrants, shall
exercise their earned warrants in full and transfer the shares on the same
conditions as the other shareholders (or waive these whereby they will lapse),
that warrant holders, who have earned but not yet exercised warrants, shall
retain these on the terms and conditions stated in the warrants,
that warrant holders, who have non-earned warrants, shall exercise these in full
and transfer the shares on the same conditions as the other shareholders (or
waive these whereby they will lapse),
that warrant holders, who have non-earned warrants, shall retain these on the
terms and conditions stated in the warrants,
To the extent that one or more of the aforementioned provisions prevent Section
7H of the Danish tax assessment act from being applicable to all warrants issued
to the warrant holders - included to the extent that one or more of the
provisions affect the determination of date of the actual exercise price - the
provision(s) in question shall not be applicable.
For the implementation of the capital increase pertaining to the exercise of the
warrants, the board of directors have decided to increase the company's share
capital in one or more occasions by up to nominally 4,800,000 by cash payment at
a price of DKK 402 per share of nominally DKK 20 and without pre-emption right
for the company's existing shareholders. However, the capital increase may
amount to a larger sum in accordance with the regulation provisions stipulated
above. The board of directors shall decide the terms and conditions of the
subscription.
Article 5f
Abolished
Article 5g
Abolished
Article 5h
The board of directors has issued warrants for subscription in one or more
issues of up to nominally DKK 3,078,500 shares by cash payment at a price of DKK
191,30 per share of nominally DKK 20. The existing shareholders shall have no
pre-emption right to the warrants.
Pursuant to the warrants, the shares may be subscribed in full or in part during
the period from Monday 24 November 2008 to Friday 28 November 2008, from Monday
4 May 2009 to Friday 8 May 2009, from Monday 16 November 2009 to Friday 20
November 2009 and from Monday 15 March 2010 to Friday 19 March 2010.
The warrant holders may not transfer or pledge the warrants to any third party.
In the event of new shares being subscribed for pursuant to the warrants, they
shall carry the same rights as the existing shares according to the Articles
hereof, so that the new shares shall be negotiable instruments and shall be
issued to the bearer but may be registered in the bearer's name in the company's
register of shareholders. No restrictions shall apply to the transferability of
the new shares and there shall be no obligation to redeem. The new shares shall
carry the right to receive dividend as of the date of the subscription.
If prior to the exercise of the warrants (in full) the company adopts a
resolution to introduce share classes, each share subscribed for after the
resolution upon exercising the warrants shall have the same rank as the existing
share capital.
If prior to the exercise of the warrants (in full) the company adopts a
resolution to increase its capital by an issue of bonus shares, each warrant
holder shall upon exercising his warrants without any further payment be
allotted such additional (rounded down) whole number of shares as corresponds to
the ratio between the company's capital prior to the capital increase and the
nominal amount by which the share capital is increased as a result of the issue
of bonus shares, multiplied by the number of shares issued according to the
warrants. Consequently, the warrant holders shall be in the same position as if
the warrants had been exercised immediately prior to the issue of bonus shares.
If prior to the exercise of the warrants (in full) a resolution is adopted to
increase the capital or issue warrants, convertible instruments of indebtedness
or the like whereby the shares may be subscribed for at a price not lower than
the market price, this shall not affect the terms and conditions of the exercise
of the warrants. If a resolution is adopted to increase the capital, issue
warrants, convertible instruments of indebtedness or the like, except to
employees or board members of the company or its subsidiaries, whereby the
shares may be subscribed for at a price below the market value, the number of
shares that may be subscribed for according to the warrants and the subscription
price thereof shall be adjusted whereby the warrant holder shall be in the same
position as if the warrants had been exercised immediately prior to the said
change in the company's capital, both in relation to his shareholding (rounded
down) in the company and the subscription price.
If a resolution is adopted to increase the capital, issue warrants, convertible
instruments of indebtedness or the like to employees or board members of the
company or its subsidiaries, whereby shares may be subscribed for at a price
below the market value, this shall not affect the terms and conditions of the
exercise of the warrants.
If prior to the exercise of the warrants (in full) the company decreases its
capital to cover losses, the (remaining) number of shares to be subscribed for
according to the warrants and the subscription price thereof shall be adjusted
whereby the warrant holder shall be in the same position as if the warrants had
been exercised immediately prior to the capital decrease, both in relation to
his shareholding (rounded down) in the company and the subscription price.
If prior to the exercise of the warrants (in full), the company decreases its
capital by payment to the shareholders, or if a winding-up is decided, including
a merger or demerger, the warrant holder shall, when exercising the (remaining)
warrants, be in the same position as if the warrants had been exercised
immediately prior to the said decision.
In the event of a sale of a majority of the shares in the company meaning a
transfer of more than 50% of the company's share capital to a third party (who
may be a shareholder in the company), the terms and conditions of the warrants
shall not be affected. The company's board of directors may decide:
that warrant holders, who have earned but not yet exercised warrants, shall
exercise their earned warrants in full and transfer the shares on the same
conditions as the other shareholders (or waive these whereby they will lapse),
that warrant holders, who have earned but not yet exercised warrants, shall
retain these on the terms and conditions stated in the warrants,
that warrant holders, who have non-earned warrants, shall exercise these in full
and transfer the shares on the same conditions as the other shareholders (or
waive these whereby they will lapse),
that warrant holders, who have non-earned warrants, shall retain these on the
terms and conditions stated in the warrants,
During the period until 1 April 2010, for the implementation of the capital
increase pertaining to the exercise of the warrants, the board of directors
shall be authorized to increase the company's share capital in one or more
occasions by up to nominally DKK 3,078,500 by cash payment at a price of DKK
191,30 per share of nominally DKK 20 and without pre-emption right for the
company's existing shareholders. The board of directors shall decide the terms
and conditions of the subscription.
Article 5i
The board of directors has issued warrants for subscription in one or more
issues of up to nominally DKK 6,500,000 shares by cash payment at a price of DKK
361 per share of nominally DKK 20. The existing shareholders shall have no
pre-emption right to the warrants.
Pursuant to the warrants, the shares may be subscribed in full or in part during
the period from Monday 22 November 2010 to Friday 26 November 2010, from Monday
2 May 2011 to Friday 6 May 2011 and from Monday 21 November 2011 to Friday 25
November 2011.
The warrant holders may not transfer or pledge the warrants to any third party.
In the event of new shares being subscribed for pursuant to the warrants, they
shall carry the same rights as the existing shares according to the Articles
hereof, so that the new shares shall be negotiable instruments and shall be
issued to the bearer but may be registered in the bearer's name in the company's
register of shareholders. No restrictions shall apply to the transferability of
the new shares and there shall be no obligation to redeem. The new shares shall
carry the right to receive dividend as of the date of the subscription.
If prior to the exercise of the warrants (in full) the company adopts a
resolution to introduce share classes, each share subscribed for after the
resolution upon exercising the warrants shall have the same rank as the existing
share capital.
If prior to the exercise of the warrants (in full) the company adopts a
resolution to increase its capital by an issue of bonus shares, each warrant
holder shall upon exercising his warrants without any further payment be
allotted such additional (rounded down) whole number of shares as corresponds to
the ratio between the company's capital prior to the capital increase and the
nominal amount by which the share capital is increased as a result of the issue
of bonus shares, multiplied by the number of shares issued according to the
warrants. Consequently, the warrant holders shall be in the same position as if
the warrants had been exercised immediately prior to the issue of bonus shares.
If prior to the exercise of the warrants (in full) a resolution is adopted to
increase the capital or issue warrants, convertible instruments of indebtedness
or the like whereby the shares may be subscribed for at a price not lower than
the market price, this shall not affect the terms and conditions of the exercise
of the warrants. If a resolution is adopted to increase the capital, issue
warrants, convertible instruments of indebtedness or the like, except to
employees or board members of the company or its subsidiaries, whereby the
shares may be subscribed for at a price below the market value, the number of
shares that may be subscribed for according to the warrants and the subscription
price thereof shall be adjusted whereby the warrant holder shall be in the same
position as if the warrants had been exercised immediately prior to the said
change in the company's capital, both in relation to his shareholding (rounded
down) in the company and the subscription price.
If a resolution is adopted to increase the capital, issue warrants, convertible
instruments of indebtedness or the like to employees or board members of the
company or its subsidiaries, whereby shares may be subscribed for at a price
below the market value, this shall not affect the terms and conditions of the
exercise of the warrants.
If prior to the exercise of the warrants (in full) the company decreases its
capital to cover losses, the (remaining) number of shares to be subscribed for
according to the warrants and the subscription price thereof shall be adjusted
whereby the warrant holder shall be in the same position as if the warrants had
been exercised immediately prior to the capital decrease, both in relation to
his shareholding (rounded down) in the company and the subscription price.
If prior to the exercise of the warrants (in full), the company decreases its
capital by payment to the shareholders, or if a winding-up is decided, including
a merger or demerger, the warrant holder shall, when exercising the (remaining)
warrants, be in the same position as if the warrants had been exercised
immediately prior to the said decision.
In the event of a sale of a majority of the shares in the company meaning a
transfer of more than 50% of the company's share capital to a third party (who
may be a shareholder in the company), the terms and conditions of the warrants
shall not be affected. The company's board of directors may decide:
that warrant holders, who have earned but not yet exercised warrants, shall
exercise their earned warrants in full and transfer the shares on the same
conditions as the other shareholders (or waive these whereby they will lapse),
that warrant holders, who have earned but not yet exercised warrants, shall
retain these on the terms and conditions stated in the warrants,
that warrant holders, who have non-earned warrants, shall exercise these in full
and transfer the shares on the same conditions as the other shareholders (or
waive these whereby they will lapse),
that warrant holders, who have non-earned warrants, shall retain these on the
terms and conditions stated in the warrants,
During the period until 12 December 2011, for the implementation of the capital
increase pertaining to the exercise of the warrants, the board of directors
shall be authorized to increase the company's share capital in one or more
occasions by up to nominally DKK 6,500,000 by cash payment at a price of DKK 361
per share of nominally DKK 20 and without pre-emption right for the company's
existing shareholders. The board of directors shall decide the terms and
conditions of the subscription.
Shares
Article 6
All shares shall be issued to bearer, but may be registered in the bearer's name
in the company's register of shareholders. The shares shall be negotiable
instruments and no restrictions shall apply to their transferability.
Article 7
No share shall carry any special rights and no shareholder shall be obliged to
let his shares be redeemed in full or in part by the company or by any other
party.
Article 8
At the discretion of the board of directors, the company's register of
shareholders must be kept either by the company or by an external registrar
nominated by the board of directors. The company's register of shareholders is
kept by Aktiebog Danmark A/S, Kongevejen 118, 2840 Holte.
Article 9
Share certificates may be cancelled without a court order pursuant to the
statutory rules on cancellation of negotiable instruments in force from time to
time.
General meetings
Article 10
The general meeting has the supreme authority in all the Company's affairs,
subject to statute and these Articles.
General meetings shall be held at the Company's registered office or in the
Greater Copenhagen Area.
General meetings shall be convened by the board of directors giving no less than
eight days' and no more than four weeks' notice.
Notice shall be given in one leading daily newspaper and in the electronic
information system of the Danish Commerce and Companies Agency (Erhvervs- og
Selskabsstyrelsen). Written notice shall also be sent to all shareholders
registered in the register of shareholders upon request.
The notice shall include the agenda of the general meeting. If any proposed
resolution whose adoption is subject to a qualified majority of votes is to be
considered by the meeting, this shall be stated in the notice together with the
full text of the resolution.
Eight days before the date of any general meeting, the agenda and the full text
of any proposal to be submitted to the general meeting as well as, in the case
of the annual general meeting, the audited annual report shall be made available
for inspection by the shareholders at the Company's office. Such documents shall
also be sent to any registered shareholder upon request.
Article 11
Every shareholder is entitled to attend the general meeting, provided that he
has requested an admission card from the company's office not later than 5 days
prior to the relevant meeting. In order to document his right as a shareholder,
the shareholder must be registered in the company's register of shareholders or
present relevant documentation from his bank, which documentation must have been
issued within 14 days prior to his request for an admission card. In addition,
in order to receive an admission card a shareholder shall submit a written
statement to the effect that his shares have not, or will not, be transferred to
any third parties prior to the general meeting. Each shareholder may attend in
person, with an adviser or by proxy.
The voting rights may be exercised by proxy against presentation of a dated
power of attorney issued to a person who need not be a shareholder in the
company. Unless containing a provision to the contrary, a power of attorney
shall be deemed to be in force until revoked in writing by notification to the
company. However, a power of attorney may not be issued for more than 12
months.
Article 12
The annual general meeting shall be held within 4 months after expiry of the
financial year.
The agenda of the annual general meeting shall include the following:
1. Director's report on the activities of the company during the past year.
2. Presentation and adoption of the annual report.
3. The board of directors' resolution on the distribution of the profit or
covering of the loss registered in the annual report adopted by the general
meeting.
4. Election of members to the board of directors.
5. Appointment of auditors.
6. Any proposals from the board of directors or shareholders, including any
proposals authorising the company to purchase own shares.
Any proposals from the shareholders to be considered at the annual general
meeting must be submitted to the company not later than 2 months after the
expiry of the financial year.
Article 13
Extraordinary general meetings shall be held whenever a general meeting, the
board of directors or the auditor thinks it fit or upon a written request from
any shareholder who holds not less than 10% of the company's share capital. The
shareholder shall in such request specify the nature of the business to be
considered at the meeting. The general meeting shall be convened within 14 days
after the board of directors has received the request.
Article 14
A chairman nominated by the board of directors shall preside over the general
meeting.
The chairman shall preside at the meeting and determine all questions pertaining
to the transaction of business.
The proceedings of the general meeting shall be registered in a minute book to
be signed by the chairman of the meeting and any members of the board of
directors present at the meeting.
Not later than 14 days after a general meeting has been held, the minutes of the
general meeting or a certified transcript thereof shall be available for
inspection by the shareholders at the company's office, and any shareholder
shall have a copy thereof upon a written request.
Voting Rights
Article 15
Each share of DKK 1 shall carry one vote at the general meetings. Shareholders
who have acquired shares by transfer are not entitled to exercise voting rights
for such shares, unless the shares have been entered in the company's register
of shareholders, or unless the shareholder has applied for registration of and
substantiated his acquisition prior to the notice convening the general meeting.
The acquired shareholding shall be considered to be represented at the general
meeting even though no voting rights may be exercised, if prior to the general
meeting the shares have been entered in the register of shareholders or the
shareholder has applied for registration of and substantiated his acquisition.
Article 16
All resolutions at the meeting shall be adopted by a simple majority of votes
unless a qualified majority of votes is provided for by the Danish Companies Act
or the Articles hereof.
If a qualified majority of votes or unanimity is not provided for by the Danish
Companies Act, the adoption of any resolution to alter the Articles hereof, the
winding-up of the company or a merger shall require a majority of votes of at
least two-thirds of the votes cast as well as the voting share capital
represented at the general meeting, and also at least 50% of the share capital
shall be represented at the general meeting. If less than 50% of the share
capital is re-presented at the general meeting and a resolution is adopted by at
least two-thirds of the votes cast as well as the voting share capital
represented at the general meeting, the resolution may be adopted by at least
two-thirds of the votes cast as well as the voting share capital represented at
the general meeting at a new general meeting convened within 14 days after the
date of the previous general meeting.
Board of Directors and Management
Article 17
The Company shall be managed by a board of directors comprising not less than
three and not more than eight members elected by the general meeting for terms
of one year. Board members are eligible for re-election. Additional members are
elected pursuant to the provisions of Danish law on employee representation on
boards of directors.
The general meeting shall determine the directors' fees. See Article 17 of the
Articles of Association.
Article 18
The proceedings of the board meetings shall be registered in a minute book to be
signed by all members present.
The board of directors shall elect its own chairman and vice-chairman.
The board of directors may grant single or joint powers of procuration.
The board of directors shall draw up its own rules of procedure governing the
performance of its duties.
The board of directors shall appoint a management.
Powers to bind the company
Article 19
The company is bound by the joint signatures of the chairman of the board of
directors and either a manager or two members of the board of directors, or by
the joint signatures of any two members of the board of directors and a manager.
Auditing
Article 20
The annual report shall be audited by one or two state-authorised public
accountants appointed auditors at the annual general meeting.
The auditor shall retire from office at the next annual general meeting. The
auditor shall be eligible for re-appointment.
Financial year and annual report
Article 21
The company's financial year shall be the calendar year.
The annual report shall be prepared in accordance with the provisions of the
Danish Company Accounts Act in force from time to time.
-----oo0oo-----
So adopted on the meeting of the board of directors held on June 12, 1996.
So adopted on the meeting of the board of directors held on May 16, 1997.
So adopted on the meeting of the board of directors held on March 31, 1998.
So adopted on April 6, 1998 according to the Board's Resolutions on March 2,
1998 and March 31, 1998.
So adopted on the extra ordinary general meeting held on June 16, 1998.
So adopted on the meeting of the board of directors held on November 11, 1998.
So adopted on the ordinary general meeting held on April 20, 1999.
So adopted on the meeting of the board of directors held on April 25, 2000.
So adopted on the extra ordinary general meeting held on June 9, 2000.
So adopted on the meeting of the board of directors held on August 30, 2000.
So adopted on the meeting of the board of directors held on 21 March 2001.
So adopted on the extraordinary general meeting held on 1 May 2001.
So adopted on the extraordinary general meeting held on 20 June 2001.
So adopted on the extraordinary general meeting held on 7 August 2001.
So adopted on the meeting of the board of directors held on 30 August 2001.
So adopted on the extraordinary general meeting held on 22 March 2002.
So adopted on the meeting of the board of directors held on 29 November 2002.
So adopted on the extraordinary general meeting held on 19 May 2003.
So adopted on the meeting of the board of directors held on 28 August 2003.
So adopted on the meeting of the board of directors held on 19 December 2003.
So adopted on the extraordinary general meeting held on 17 May 2004.
So adopted on the extraordinary general meeting held on 7 June 2004.
So adopted on the meeting of the board of directors held on 1 September 2004.
So adopted on the meeting of the board of directors held on 30 November 2004.
So adopted on the meeting of the board of directors held on 3 December 2004.
So adopted on the meeting of the board of directors held on 21 March 2005.
So adopted on the extraordinary general meeting held on 20 May 2005.
So adopted on the meeting of the board of directors held on 31 August 2005
So adopted on the meeting of the board of directors held on 13 September 2005.
So adopted on the meeting of the board of directors held on 29 November 2005.
So adopted on the meeting of the board of directors held on 5 December 2005
So adopted on the meeting of the board of directors held on 8 March 2006
So adopted on the meeting of the board of directors held on 14 March 2006
So adopted on the extraordinary general meeting held on 15 May 2006.
So adopted on the meeting of the board of directors held on 5 September 2006
So adopted on the meeting of the board of directors held on 11 September 2006
So adopted on the extraordinary general meeting held on 25 September 2006.
So adopted by the board of directors on 25 September 2006
So adopted on the meeting of the board of directors held on 23 October 2006
So adopted on the meeting of the board of directors held on 13 March 2007
So adopted on the extraordinary general meeting held on 14 May 2007
So adopted on the meeting of the board of directors held on 22 August 2007
