IC COMPANYS A/S
ARTICLES OF ASSOCIATION
NAME, REGISTERED OFFICE 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 and Carli Gry International A/S.
Article 2
The registered office of the Company is in the Municipality of
Copenhagen.
Article 3
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 4
The Company's share capital is DKK 179,196,320 divided into shares of
DKK 10 each or multiples thereof.
The share capital is fully paid up.
Article 5
The Company's shares shall be registered in the name of the holder in
the Company's Register of Shareholders.
The Company's shares shall be freely transferable, negotiable
instruments.
The Board of Directors shall ensure that a Register of Shareholders
is kept, which contains a list of all shares in the Company. As
resolved by the Board of Directors, the Company's Register of
Shareholders 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 Shareholders is kept by Aktiebog Danmark A/S,
Kongevejen 118, 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 6
The Board of Directors shall be authorised to increase the share
capital by up to DKK 15,000,000 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.
In addition, the Board of Directors shall be authorised to increase
the share capital by issuing new shares up to a total of DKK
4,000,000 nominal value in one or more tranches without preemption
rights to existing shareholders in connection with an offer of new
shares to the employees of the Company and its subsidiaries. The
subscription price shall be determined by the Board of Directors and
may be at a discount to the market price. - The Board of Directors
has in April 2005 used DKK 1.633.120 nominal value of its
authorisation of which DKK 2.366.880 remains.
The authorities to the Board of Directors shall be valid until 31
October 2008. 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 the new 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 authorities.
Article 6A
The Board of Directors shall be authorised, until 31 October 2008, to
make one or more issues of warrants up to a total of DKK 5,000,000
nominal value to the Executive Board and management employees of the
Company and its subsidiaries. On 15 April 2005, the Board of
Directors exercised DKK 3,650,000 nominal value of the authority,
cf. Schedule 5 of these Articles of Association. Further, on 19 May
2006, the Board of Directors exercised DKK 650,000 nominal value of
the authority, cf. Schedule 6 of these Articles of Association, and
DKK 700,000 nominal value of the authority therefore remains. On 23
November 2006, the Board of Directors exercised DKK 300,000 nominal
value of the authority, cf. Schedule 7 of these Articles of
Association, and DKK 400,000 nominal value of the authority therefore
remains. On 11 April 2007, the Board of Directors exercised DKK
100,000 nominal value of the authority, cf. Schedule 8 of these
Articles of Association, and DKK 300,000 nominal value of the
authority therefore remains.
The existing shareholders of the Company shall have no rights of
preemption in respect of the warrants comprised by this authority.
The warrants shall entitle the holders to subscribe for shares at a
price to be determined as the average market price (based on "All
trades" in the official price list) over the past five business days
prior to the decision by the Board of Directors to issue warrants,
provided that the minimum subscription price shall be the market
price on the date on which the Board of Directors makes its decision.
The warrants will be issued free of charge. The Board of Directors
shall determine the specific terms and conditions of the warrants
issued under the authority.
The Board of Directors shall be authorised to increase the Company's
share capital in one or more issues by up to DKK 5,000,000 during the
period until 31 October 2008 against cash payment in connection with
the exercise of warrants. The Company's existing shareholders shall
have no rights of preemption to the shares issued pursuant to the
warrants. On 15 April 2005 the Board of Directors has decided to
increase the share capital of the Company by up to a total of DKK
3,650,000 nominal value as a consequence of the exercise of warrants
granted, cf. article 1 and schedule 5 of these Articles of
Association. Further, on 19 May 2006 the Board of Directors has
decided to increase the share capital of the Company by up to a total
of DKK 650,000 nominal value as a consequence of the exercise of
warrants granted, cf. article 1 and schedule 6 of these Articles of
Association, and DKK 700,000 nominal value of the authority therefore
remains. On 23 November 2006 the Board of Directors has decided to
increase the share capital of the Company by up to a total of DKK
300,000 nominal value as a consequence of the exercise of warrants
granted, cf. article 1 and schedule 7 of these Articles of
Association, and DKK 400,000 nominal value of the authority therefore
remains. On 11 April 2007 the Board of Directors has decided to
increase the share capital of the Company by up to a total of DKK
100,000 nominal value, cf. article 1 and schedule 8 of these Articles
of Association. DKK 300,000 nominal value of the authority now
remains.
Shares subscribed for in connection with the exercise of warrants
issued shall be issued in the name of the holder and be recorded in
the Company's Register of Shareholders, and they shall be freely
transferable, negotiable instruments. No shareholder shall be obliged
to let his shares be redeemed in full or in part, and none of the new
shares shall carry any special rights but shall rank pari passu with
all other shares in the Company. If, before the warrants have been
exercised, any general amendments have been made to the rights
attaching to the Company's shares, the new shares issued by
exercising the warrants shall rank pari passu with the other shares
in the Company at the time the warrants are exercised. If, before the
warrants have been exercised, a resolution is adopted in the Company
to introduce share classes, each share subscribed after such
resolution on the basis of the warrants shall belong to the class of
shares with the best ranking.
In other respects, the Board of Directors shall determine the
specific terms and conditions for the capital increases that may be
effected in accordance with the authority.
Article 6B
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 7
The Company's shares are listed on the Copenhagen Stock Exchange and
issued through the Danish Securities Centre (Værdipapircentralen).
Following registration of the shares with the Danish Securities
Centre, dividend is paid by transfer to accounts specified by the
shareholders. Such transfer shall be effected in accordance with the
rules of the Danish Securities Centre 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 8
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.
General Meetings shall be convened by the Board of Directors giving
not less than fourteen days' and not more than four weeks' notice by
advertisement inserted in one or more national daily newspapers as
determined by the Board of Directors.
The notice convening the meeting shall be in writing to all
registered shareholders, who have so requested, to the address
recorded in the Register of Shareholders.
The notice shall include the agenda of the General Meeting.
In order to be considered by the Annual General Meeting, resolutions
proposed by the shareholders must be submitted in writing to the
Board of Directors not later than two months after the end of the
financial year.
Where a resolution is proposed to amend the Articles of Association,
the notice shall set out the main contents of the proposed
resolution.
Where a proposed resolution must be passed by the majority specified
in section 79 of the Danish Companies Act, the notice shall set out
the proposed resolution verbatim and shall be sent to all registered
shareholders.
Not later than eight days before the General Meeting, the agenda and
the proposals to be considered, set out verbatim, and, in the case of
the Annual General Meeting, also the annual report with the auditors'
report and signed by the Executive Board and the Board of Directors,
shall be made available for inspection by the shareholders at the
Company's offices.
Article 9
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 Meetings shall be held when requested in
writing by shareholders holding at least one-tenth 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 10
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. Appointment of Auditors.
6. Any other business.
Article 11
Each share of DKK 10 nominal value shall entitle its holder to one
vote at General Meetings.
Shareholders who have acquired shares through a share transfer shall
not be entitled to exercise the voting rights on such shares at
General Meetings which have been convened before the shares have been
recorded in the Register of Shareholders or the shareholder has
notified and documented his acquisition.
However, the shares acquired shall be deemed to be represented at the
General Meeting even though the voting right cannot be exercised if
the shares have been recorded in the Register of Shareholders prior
to the General Meeting or if the shareholder has notified and
documented his acquisition.
Article 12
In addition to representatives of the press, all shareholders shall
be entitled to attend the General Meetings provided that they have
obtained an admission card from the Company's bankers or from the
Company's head office against due documentation of their holding not
later than five calendar days before the date of such General
Meeting.
Shareholders are entitled to attend the General Meeting with an
adviser or by proxy. The proxy holder shall present a written and
dated proxy that can be granted for a maximum period of one year.
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 Commerce and
Companies Agency 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.
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.
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 annual emoluments
as approved in connection with the adoption of the accounts.
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 Companies Act, article 69b, sub-article 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
transitional financial year runs from 1 January 2001 to 30 June 2001.
The annual accounts 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.
oo0oo
As adopted on 22 October 2008 at the Company's Annual General
Meeting.
Copenhagen, 22 October 2008
On the Board of Directors:
Niels Martinsen Henrik Heideby Ole Wengel
Anders Colding Friis Per Bank
SCHEDULE 5
WARRANTS
Warrants
1. Resolution
Pursuant to the authority to issue warrants without preemption rights
to the Company's shareholders for shares with a nominal value of up
to DKK 5,000,000 given to the Board of Directors pursuant to Article
6A of the Articles of Association, the Board of Directors passed a
resolution on 15 April 2005 to issue warrants entitling the holders
to subscribe shares with a nominal value of up to DKK 3,650,000. In
consequence thereof, the Board of Directors concurrently passed a
resolution concerning the related capital increase of up to DKK
3,650,000 nominal value. In so doing, the Board of Directors
specified the following terms and conditions for subscription and
exercise of the warrants and for the related cash capital increase:
2. Subscription period and consideration
The warrants may be subscribed by certain specified management
employees of the IC Companys Group in the period from 18 April 2005
to 30 April 2005, inclusive.
No consideration shall be paid for the
warrants.
3. Amount and exercise price
Each warrant entitles the holder to subscribe one share of DKK 10 at
the price corresponding to the average market price (based on "All
trades" in the official price list) over the past five business days
prior to the decision by the Board of Directors to issue warrants -
however, not less than the closing price "all trades" quoted by the
Copenhagen Stock Exchange on 15 April 2005 - plus 5% p.a. from 15
April 2005 per share of DKK 10 nominal value.
The capital increase that can be subscribed on the basis of the
warrants cannot be more than DKK 3,650,000 nominal value and not less
than DKK 10 nominal value, see however clause 6 below, which provides
that the number of shares subscribable based on the warrants may be
adjusted in certain circumstances.
A list of warrants issued shall be kept in connection with the
Company's Register of Shareholders.
4. Exercise of the warrants
4.1 The warrants granted can be exercised by
subscribing shares during a period of up to two weeks from
publication of the Company's profit announcement for the 2006, 2007
and 2008 financial years (in the following referred to as"subscription periods").
During each subscription period, up to one
third of the warrants granted can be exercised at one time to
subscribe shares in the Company. Unexercised warrants from one
subscription period can be transferred to any subsequent subscription
period.
Notice of exercise of warrants shall be received by the Company
within the subscription periods specified. Notices shall specify the
employee's custody account with the Danish Securities Centre
(Værdipapircentralen), and the employee shall pay the subscription
price when submitting the notice.
4.2 Exercise of the warrants is subject to the
employee not having terminated his employment on the exercise date.
Unexercised warrants shall lapse without compensation from the date
when the employee has terminated his employment with the Company or
its subsidiaries.
5.1 Extraordinary exercise
Notwithstanding clause 4.1 above, the employee may also exercise his
warrants in event of the following:
(a) The Company's ownership changes in circumstances which -
pursuant to the Danish Securities Trading Act - give rise to a duty
for the acquirer to make an offer to take over the shares held by the
remaining shareholders of the Company.
(b) The Company decides to delist the Company's shares.
Exercise of warrants by the employee according to (a) and (b) above
shall be subject to the employee having submitted a written notice of
exercise to the Company's Board of Directors not later than three
months from publication of such offer or such decision to delist the
Company's shares.
5.2 Where the Company's competent bodies resolve to
demerge the Company otherwise than as described in clause 6.5 below
or to liquidate the Company, the employee shall be entitled to
exercise any unexercised warrants notwithstanding the provisions of
clause 4.1 above. In that event the employee shall, within two weeks
of the Company's announcement of the resolution to demerge/liquidate,
notify the Company in writing that he wishes to exercise his
warrants. At the same time, the employee shall pay the subscription
amount.
After expiry of this period, any warrants in
respect of which notice of exercise has not been given, shall lapse
automatically without notice or compensation.
6. Adjustment of subscription price and/or number
of shares subscribable by exercising the warrants in case of changes
in the Company's capital structure
In case of changes in the Company's capital structure, the
subscription price referred to in clause 1 above or the number of
shares that can be subscribed by exercising the warrants, shall, in
certain circumstances, be adjusted, see clauses 6.1-6.8 below.
Capital increases in connection with exercise of the warrants shall
not result in adjustment of the subscription price or the number of
shares.
6.1 Where the Company's competent bodies resolve
- to increase the Company's share capital at a price lower
than the market price;
- to issue warrants, convertible debt, stock options or
similar instruments that entitle the holder to subscribe shares in
the Company at a price lower than the market price at the time of
issue;
- to reduce the Company's share capital by distribution to the
shareholders at a price higher than the market price;
the subscription price shall be reduced to
such extent that the market value of the warrants remains unchanged.
6.2 Where the Company's competent bodies resolve
- to increase the Company's share capital at a price higher
than the market price; or
- to reduce the Company's share capital by distribution to the
shareholders at a price lower than the market price;
the subscription price shall be increased to such extent that the
market value of the warrants remains unchanged.
6.3 Where the Company's competent bodies resolve to
merge the Company with the Company as the discontinuing company, the
warrants shall be transferred so that they entitle the holder to
subscribe shares in the continuing company, and the subscription
price/the number of shares that can be subscribed by exercising the
warrants shall be increased or reduced to such extent that the market
value of the warrants remains unchanged.
6.4 Where the Company issues bonus shares to the
existing shareholders, the number of shares that the employee can
subscribe by exercising his warrants shall be increased
proportionately, and the subscription price shall be reduced to the
effect that the total subscription price for the increased number of
shares corresponds to the subscription price for the original number
of shares.
6.5 Where the Company's competent bodies resolve to
demerge the Company, whereby all shareholders receive a proportionate
number of shares in the new company or companies while also retaining
shares in the Company, the employee shall receive warrants in the new
company or companies in the same proportion as the Company's
shareholders receive shares in the new company or companies.
Furthermore, the subscription price at the time of exercising the
warrants shall be adjusted to such extent that the market value of
the warrants remains unchanged.
6.6 Where the Company's share capital is reduced to
cover a loss, the number of shares the employee can subscribe by
exercising the warrants shall be reduced (rounded down) so as to
position the employee, as far as his capital interest in the Company
is concerned, as if the warrants had been exercised immediately prior
to the resolution to reduce the capital. The subscription price shall
not be changed.
6.7 In case of price-relevant changes in the
Company of a nature and with consequences to the employee similar to
those described in clauses 6.1-6.6 above, a corresponding adjustment
shall be made to the subscription price.
6.8 Where the Company's competent bodies resolve
- to increase or reduce the Company's share capital at
market price;
- to merge, the Company being the continuing company;
- to issue shares, warrants, convertible bonds,
subscription rights, stock options or similar instruments to
employees and/or the management of the Company or its subsidiaries in
connection with a general employee share programme, possibly at a
price below the market price; or
- to pay dividend;
the subscription price and the number of shares that can be
subscribed shall not be adjusted.
6.9 Where one of the acts referred to in clauses
6.1-6.7 above takes place prior to an exercise period, the Company's
Board of Directors shall request that the Company's auditor
calculates the adjustment to be made, so that the result of the
calculation can be sent in writing to the employee not later than one
week prior to the beginning of the relevant exercise period.
The auditor's calculation shall be made in accordance with accepted
principles. Where the calculation is to be based on a determination
of the Company's market capitalisation, such determination shall be
made in accordance with generally accepted principles, duly taking
into account the market price of the Company's shares. The auditor's
calculation shall be final and binding on the Company and the
employee.
Where adjustments made pursuant to clause 6 hereof result in a
subscription price below par, the general rule is that the warrants
cannot be exercised. The employee can, however, exercise the warrants
on accepting an increase to par of the subscription price without any
entitlement to compensation for such increase.
7. Assignment
The warrants cannot - except with the consent of the Company's Board
of Directors - be taken in execution, be assigned or transferred in
any other way, including in connection with a division of property,
neither to be held nor as security.
8. Tax consequences
The tax consequences in connection with subscription of the warrants
and their exercise shall be of no concern to the Company.
9. Terms and conditions of new shares
Pursuant to the Board of Directors' resolution on issuance of
warrants, the following terms and conditions shall apply to new
shares issued by exercise of warrants:
that there shall be no preemption rights to the existing
shareholders in respect of new shares issued on the basis of the
warrants;
that payment for new shares issued on the basis of the warrants
shall be made in cash on subscription;
that new shares issued on exercise of the warrants shall be issued
to named holders and recorded in the Company's Register of
Shareholders;
that new shares issued on exercise of the warrants shall be
negotiable instruments;
that new shares issued on exercise of the warrants shall not be
subject to restrictions to the preemption rights in case of future
capital increases;
that new shares issued on exercise of the warrants shall rank for
full dividends and carry other rights in the Company as from the
financial year in which the shares are subscribed, but not for the
preceding financial year;
that if, prior to the exercise of the warrants, the rights
attaching to the Company's shares have been altered in general, new
shares issued on exercise of the warrants shall rank pari passu with
the other shares in the Company at the time of such exercise; and
that the Company shall pay the costs arising out of the issue of
the warrants and subsequent capital increases in connection
therewith. The Company's costs arising out of the issue of the
warrants are DKK 15,000 and the costs of the related capital
increases are estimated at DKK 30,000 for each capital increase.
10. Implementation of capital increase
The Board of Directors shall effect the capital increases related to
the exercise of the warrants pursuant to the provisions of section 36
of the Danish Companies Act. For details on the rights attaching to
the new shares, see clause 9 above.
SCHEDULE 6
WARRANTS
Warrants
1. Resolution
Pursuant to the Board of Directors' authority to issue warrants
without preemption rights to the Company's shareholders for shares
with a nominal value of up to DKK 1,350,000 given to the Board of
Directors pursuant to Article 6A of the Articles of Association, the
Board of Directors passed a resolution on 19 May 2006 to issue
warrants entitling the holders to subscribe shares with a nominal
value of up to DKK 650,000. In consequence thereof, the Board of
Directors concurrently passed a resolution concerning the related
capital increase of up to DKK 650,000 nominal value. In so doing, the
Board of Directors specified the following terms and conditions for
subscription and exercise of the warrants and for the related cash
capital increase:
2. Subscription period and consideration
The warrants may be subscribed by certain specified management
employees of the IC Companys Group in the period from 19 May 2006 to
31 May 2006, inclusive.
No consideration shall be paid for the
warrants.
3. Amount and exercise price
Each warrant entitles the holder to subscribe one share of DKK 10 at
the price corresponding to the average market price (based on "All
trades" in the official price list) over the past five business days
prior to the decision by the Board of Directors to issue warrants -
however, not less than the closing price "all trades" quoted by the
Copenhagen Stock Exchange on 19 May 2006 - plus 5% p.a. from 19 May
2006 per share of DKK 10 nominal value.
The capital increase that can be subscribed on the basis of the
warrants cannot be more than DKK 650,000 nominal value and not less
than DKK 10 nominal value, see however clause 6 below, which provides
that the number of shares subscribable based on the warrants may be
adjusted in certain circumstances.
A list of warrants issued shall be kept in connection with the
Company's Register of Shareholders.
4. Exercise of the warrants
4.1 The warrants granted can be exercised by
subscribing shares during a period of up to two weeks from
publication of the Company's profit announcement for the 2007, 2008
and 2009 financial years (in the following referred to as"subscription periods").
During each subscription period, up to one
third of the warrants granted can be exercised at one time to
subscribe shares in the Company. Unexercised warrants from one
subscription period can be transferred to any subsequent subscription
period.
Notice of exercise of warrants shall be received by the Company
within the subscription periods specified. Notices shall specify the
employee's custody account with the Danish Securities Centre
(Værdipapircentralen), and the employee shall pay the subscription
price when submitting the notice.
4.2 Exercise of the warrants is subject to the
employee not having terminated his employment on the exercise date.
Unexercised warrants shall lapse without compensation from the date
when the employee has terminated his employment with the Company or
its subsidiaries.
5.1 Extraordinary exercise
Notwithstanding clause 4.1 above, the employee may also exercise his
warrants in event of the following:
(a) The Company's ownership changes in circumstances which -
pursuant to the Danish Securities Trading Act - give rise to a duty
for the acquirer to make an offer to take over the shares held by the
remaining shareholders of the Company.
(b) The Company decides to delist the Company's shares.
Exercise of warrants by the employee according to (a) and (b) above
shall be subject to the employee having submitted a written notice of
exercise to the Company's Board of Directors not later than three
months from publication of such offer or such decision to delist the
Company's shares.
5.2 Where the Company's competent bodies resolve to
demerge the Company otherwise than as described in clause 6.5 below
or to liquidate the Company, the employee shall be entitled to
exercise any unexercised warrants notwithstanding the provisions of
clause 4.1 above. In that event the employee shall, within two weeks
of the Company's announcement of the resolution to demerge/liquidate,
notify the Company in writing that he wishes to exercise his
warrants. At the same time, the employee shall pay the subscription
amount.
After expiry of this period, any warrants in
respect of which notice of exercise has not been given, shall lapse
automatically without notice or compensation.
6. Adjustment of subscription price and/or number
of shares subscribable by exercising the warrants in case of changes
in the Company's capital structure
In case of changes in the Company's capital structure, the
subscription price referred to in clause 1 above or the number of
shares that can be subscribed by exercising the warrants, shall, in
certain circumstances, be adjusted, see clauses 6.1-6.8 below.
Capital increases in connection with exercise of the warrants shall
not result in adjustment of the subscription price or the number of
shares.
6.1 Where the Company's competent bodies resolve
- to increase the Company's share capital at a price lower
than the market price;
- to issue warrants, convertible debt, stock options or
similar instruments that entitle the holder to subscribe shares in
the Company at a price lower than the market price at the time of
issue;
- to reduce the Company's share capital by distribution to the
shareholders at a price higher than the market price;
the subscription price shall be reduced to
such extent that the market value of the warrants remains unchanged.
6.2 Where the Company's competent bodies resolve
- to increase the Company's share capital at a price higher
than the market price; or
- to reduce the Company's share capital by distribution to the
shareholders at a price lower than the market price;
the subscription price shall be increased to such extent that the
market value of the warrants remains unchanged.
6.3 Where the Company's competent bodies resolve to
merge the Company with the Company as the discontinuing company, the
warrants shall be transferred so that they entitle the holder to
subscribe shares in the continuing company, and the subscription
price/the number of shares that can be subscribed by exercising the
warrants shall be increased or reduced to such extent that the market
value of the warrants remains unchanged.
6.4 Where the Company issues bonus shares to the
existing shareholders, the number of shares that the employee can
subscribe by exercising his warrants shall be increased
proportionately, and the subscription price shall be reduced to the
effect that the total subscription price for the increased number of
shares corresponds to the subscription price for the original number
of shares.
6.5 Where the Company's competent bodies resolve to
demerge the Company, whereby all shareholders receive a proportionate
number of shares in the new company or companies while also retaining
shares in the Company, the employee shall receive warrants in the new
company or companies in the same proportion as the Company's
shareholders receive shares in the new company or companies.
Furthermore, the subscription price at the time of exercising the
warrants shall be adjusted to such extent that the market value of
the warrants remains unchanged.
6.6 Where the Company's share capital is reduced to
cover a loss, the number of shares the employee can subscribe by
exercising the warrants shall be reduced (rounded down) so as to
position the employee, as far as his capital interest in the Company
is concerned, as if the warrants had been exercised immediately prior
to the resolution to reduce the capital. The subscription price shall
not be changed.
6.7 In case of price-relevant changes in the
Company of a nature and with consequences to the employee similar to
those described in clauses 6.1-6.6 above, a corresponding adjustment
shall be made to the subscription price.
6.8 Where the Company's competent bodies resolve
- to increase or reduce the Company's share capital at
market price;
- to merge, the Company being the continuing company;
- to issue shares, warrants, convertible bonds,
subscription rights, stock options or similar instruments to
employees and/or the management of the Company or its subsidiaries in
connection with a general employee share programme, possibly at a
price below the market price; or
- to pay dividend;
the subscription price and the number of shares that can be
subscribed shall not be adjusted.
6.9 Where one of the acts referred to in clauses
6.1-6.7 above takes place prior to an exercise period, the Company's
Board of Directors shall request that the Company's auditor
calculates the adjustment to be made, so that the result of the
calculation can be sent in writing to the employee not later than one
week prior to the beginning of the relevant exercise period.
The auditor's calculation shall be made in accordance with accepted
principles. Where the calculation is to be based on a determination
of the Company's market capitalisation, such determination shall be
made in accordance with generally accepted principles, duly taking
into account the market price of the Company's shares. The auditor's
calculation shall be final and binding on the Company and the
employee.
Where adjustments made pursuant to clause 6 hereof result in a
subscription price below par, the general rule is that the warrants
cannot be exercised. The employee can, however, exercise the warrants
on accepting an increase to par of the subscription price without any
entitlement to compensation for such increase.
7. Assignment
The warrants cannot - except with the consent of the Company's Board
of Directors - be taken in execution, be assigned or transferred in
any other way, including in connection with a division of property,
neither to be held nor as security.
8. Tax consequences
The tax consequences in connection with subscription of the warrants
and their exercise shall be of no concern to the Company.
9. Terms and conditions of new shares
Pursuant to the Board of Directors' resolution on issuance of
warrants, the following terms and conditions shall apply to new
shares issued by exercise of warrants:
that there shall be no preemption rights to the existing
shareholders in respect of new shares issued on the basis of the
warrants;
that payment for new shares issued on the basis of the warrants
shall be made in cash on subscription;
that new shares issued on exercise of the warrants shall be issued
to named holders and recorded in the Company's Register of
Shareholders;
that new shares issued on exercise of the warrants shall be
negotiable instruments;
that new shares issued on exercise of the warrants shall not be
subject to restrictions to the preemption rights in case of future
capital increases;
that new shares issued on exercise of the warrants shall rank for
full dividends and carry other rights in the Company as from the
financial year in which the shares are subscribed, but not for the
preceding financial year;
that if, prior to the exercise of the warrants, the rights
attaching to the Company's shares have been altered in general, new
shares issued on exercise of the warrants shall rank pari passu with
the other shares in the Company at the time of such exercise; and
that the Company shall pay the costs arising out of the issue of
the warrants and subsequent capital increases in connection
therewith. The Company's costs arising out of the issue of the
warrants are DKK 15,000 and the costs of the related capital
increases are estimated at DKK 30,000 for each capital increase.
10. Implementation of capital increase
The Board of Directors shall effect the capital increases related to
the exercise of the warrants pursuant to the provisions of section 36
of the Danish Companies Act. For details on the rights attaching to
the new shares, see clause 9 above.
SCHEDULE 7
WARRANTS
Warrants
1. Resolution
Pursuant to the Board of Directors' authority to issue warrants
without preemption rights to the Company's shareholders for shares
with a nominal value of up to DKK 700,000 given to the Board of
Directors pursuant to Article 6A of the Articles of Association, the
Board of Directors passed a resolution on 23 November 2006 to issue
warrants entitling the holders to subscribe shares with a nominal
value of up to DKK 300,000. In consequence thereof, the Board of
Directors concurrently passed a resolution concerning the related
capital increase of up to DKK 300,000 nominal value. In so doing, the
Board of Directors specified the following terms and conditions for
subscription and exercise of the warrants and for the related cash
capital increase:
2. Subscription period and consideration
The warrants may be subscribed by certain specified management
employees of the IC Companys Group in the period from 24 November
2006 to 8 December 2006, inclusive.
No consideration shall be paid for the
warrants.
3. Amount and exercise price
Each warrant entitles the holder to subscribe one share of DKK 10 at
the price corresponding to the average market price (based on "All
trades" in the official price list) over the past five business days
prior to the decision by the Board of Directors to issue warrants -
however, not less than the closing price "all trades" quoted by the
Copenhagen Stock Exchange on 23 November 2006 - plus 5% p.a. from 24
November 2006 per share of DKK 10 nominal value.
The capital increase that can be subscribed on the basis of the
warrants cannot be more than DKK 300,000 nominal value and not less
than DKK 10 nominal value, see however clause 6 below, which provides
that the number of shares subscribable based on the warrants may be
adjusted in certain circumstances.
A list of warrants issued shall be kept in connection with the
Company's Register of Shareholders.
4. Exercise of the warrants
4.1 The warrants granted can be exercised by
subscribing shares during a period of up to two weeks from
publication of the Company's profit announcement for the 2007, 2008
and 2009 financial years (in the following referred to as"subscription periods").
During each subscription period, up to one
third of the warrants granted can be exercised at one time to
subscribe shares in the Company. Unexercised warrants from one
subscription period can be transferred to any subsequent subscription
period.
Notice of exercise of warrants shall be received by the Company
within the subscription periods specified. Notices shall specify the
employee's custody account with the Danish Securities Centre
(Værdipapircentralen), and the employee shall pay the subscription
price when submitting the notice.
4.2 Exercise of the warrants is subject to the
employee not having terminated his employment on the exercise date.
Unexercised warrants shall lapse without compensation from the date
when the employee has terminated his employment with the Company or
its subsidiaries.
5.1 Extraordinary exercise
Notwithstanding clause 4.1 above, the employee may also exercise his
warrants in event of the following:
(a) The Company's ownership changes in circumstances which -
pursuant to the Danish Securities Trading Act - give rise to a duty
for the acquirer to make an offer to take over the shares held by the
remaining shareholders of the Company.
(b) The Company decides to delist the Company's shares.
Exercise of warrants by the employee according to (a) and (b) above
shall be subject to the employee having submitted a written notice of
exercise to the Company's Board of Directors not later than three
months from publication of such offer or such decision to delist the
Company's shares.
5.2 Where the Company's competent bodies resolve to
demerge the Company otherwise than as described in clause 6.5 below
or to liquidate the Company, the employee shall be entitled to
exercise any unexercised warrants notwithstanding the provisions of
clause 4.1 above. In that event the employee shall, within two weeks
of the Company's announcement of the resolution to demerge/liquidate,
notify the Company in writing that he wishes to exercise his
warrants. At the same time, the employee shall pay the subscription
amount.
After expiry of this period, any warrants in
respect of which notice of exercise has not been given, shall lapse
automatically without notice or compensation.
6. Adjustment of subscription price and/or number
of shares subscribable by exercising the warrants in case of changes
in the Company's capital structure
In case of changes in the Company's capital structure, the
subscription price referred to in clause 1 above or the number of
shares that can be subscribed by exercising the warrants, shall, in
certain circumstances, be adjusted, see clauses 6.1-6.8 below.
Capital increases in connection with exercise of the warrants shall
not result in adjustment of the subscription price or the number of
shares.
6.1 Where the Company's competent bodies resolve
- to increase the Company's share capital at a price lower
than the market price;
- to issue warrants, convertible debt, stock options or
similar instruments that entitle the holder to subscribe shares in
the Company at a price lower than the market price at the time of
issue;
- to reduce the Company's share capital by distribution to the
shareholders at a price higher than the market price;
the subscription price shall be reduced to
such extent that the market value of the warrants remains unchanged.
6.2 Where the Company's competent bodies resolve
- to increase the Company's share capital at a price higher
than the market price; or
- to reduce the Company's share capital by distribution to the
shareholders at a price lower than the market price;
the subscription price shall be increased to such extent that the
market value of the warrants remains unchanged.
6.3 Where the Company's competent bodies resolve to
merge the Company with the Company as the discontinuing company, the
warrants shall be transferred so that they entitle the holder to
subscribe shares in the continuing company, and the subscription
price/the number of shares that can be subscribed by exercising the
warrants shall be increased or reduced to such extent that the market
value of the warrants remains unchanged.
6.4 Where the Company issues bonus shares to the
existing shareholders, the number of shares that the employee can
subscribe by exercising his warrants shall be increased
proportionately, and the subscription price shall be reduced to the
effect that the total subscription price for the increased number of
shares corresponds to the subscription price for the original number
of shares.
6.5 Where the Company's competent bodies resolve to
demerge the Company, whereby all shareholders receive a proportionate
number of shares in the new company or companies while also retaining
shares in the Company, the employee shall receive warrants in the new
company or companies in the same proportion as the Company's
shareholders receive shares in the new company or companies.
Furthermore, the subscription price at the time of exercising the
warrants shall be adjusted to such extent that the market value of
the warrants remains unchanged.
6.6 Where the Company's share capital is reduced to
cover a loss, the number of shares the employee can subscribe by
exercising the warrants shall be reduced (rounded down) so as to
position the employee, as far as his capital interest in the Company
is concerned, as if the warrants had been exercised immediately prior
to the resolution to reduce the capital. The subscription price shall
not be changed.
6.7 In case of price-relevant changes in the
Company of a nature and with consequences to the employee similar to
those described in clauses 6.1-6.6 above, a corresponding adjustment
shall be made to the subscription price.
6.8 Where the Company's competent bodies resolve
- to increase or reduce the Company's share capital at
market price;
- to merge, the Company being the continuing company;
- to issue shares, warrants, convertible bonds,
subscription rights, stock options or similar instruments to
employees and/or the management of the Company or its subsidiaries in
connection with a general employee share programme, possibly at a
price below the market price; or
- to pay dividend;
the subscription price and the number of shares that can be
subscribed shall not be adjusted.
6.9 Where one of the acts referred to in clauses
6.1-6.7 above takes place prior to an exercise period, the Company's
Board of Directors shall request that the Company's auditor
calculates the adjustment to be made, so that the result of the
calculation can be sent in writing to the employee not later than one
week prior to the beginning of the relevant exercise period.
The auditor's calculation shall be made in accordance with accepted
principles. Where the calculation is to be based on a determination
of the Company's market capitalisation, such determination shall be
made in accordance with generally accepted principles, duly taking
into account the market price of the Company's shares. The auditor's
calculation shall be final and binding on the Company and the
employee.
Where adjustments made pursuant to clause 6 hereof result in a
subscription price below par, the general rule is that the warrants
cannot be exercised. The employee can, however, exercise the warrants
on accepting an increase to par of the subscription price without any
entitlement to compensation for such increase.
7. Assignment
The warrants cannot - except with the consent of the Company's Board
of Directors - be taken in execution, be assigned or transferred in
any other way, including in connection with a division of property,
neither to be held nor as security.
8. Tax consequences
The tax consequences in connection with subscription of the warrants
and their exercise shall be of no concern to the Company.
9. Terms and conditions of new shares
Pursuant to the Board of Directors' resolution on issuance of
warrants, the following terms and conditions shall apply to new
shares issued by exercise of warrants:
that there shall be no preemption rights to the existing
shareholders in respect of new shares issued on the basis of the
warrants;
that payment for new shares issued on the basis of the warrants
shall be made in cash on subscription;
that new shares issued on exercise of the warrants shall be issued
to named holders and recorded in the Company's Register of
Shareholders;
that new shares issued on exercise of the warrants shall be
negotiable instruments;
that new shares issued on exercise of the warrants shall not be
subject to restrictions to the preemption rights in case of future
capital increases;
that new shares issued on exercise of the warrants shall rank for
full dividends and carry other rights in the Company as from the
financial year in which the shares are subscribed, but not for the
preceding financial year;
that if, prior to the exercise of the warrants, the rights
attaching to the Company's shares have been altered in general, new
shares issued on exercise of the warrants shall rank pari passu with
the other shares in the Company at the time of such exercise; and
that the Company shall pay the costs arising out of the issue of
the warrants and subsequent capital increases in connection
therewith. The Company's costs arising out of the issue of the
warrants are DKK 15,000 and the costs of the related capital
increases are estimated at DKK 30,000 for each capital increase.
10. Implementation of capital increase
The Board of Directors shall effect the capital increases related to
the exercise of the warrants pursuant to the provisions of section 36
of the Danish Companies Act. For details on the rights attaching to
the new shares, see clause 9 above.
SCHEDULE 8
WARRANTS
Warrants
1. Resolution
Pursuant to the Board of Directors' authority to issue warrants
without preemption rights to the Company's shareholders for shares
with a nominal value of up to DKK 700,000 given to the Board ofDirectors pursuant to Article 6A of the Articles of Association, the
Board of Directors passed a resolution on 23 November 2006 to issue
warrants entitling the holders to subscribe shares with a nominal
value of up to DKK 300,000. In consequence thereof, the Board of
Directors concurrently passed a resolution concerning the related
capital increase of up to DKK 300,000 nominal value. In so doing, the
Board of Directors specified the following terms and conditions for
subscription and exercise of the warrants and for the related cash
capital increase:
2. Subscription period and consideration
The warrants may be subscribed by Thomas Ulstrup, employed with IC
Companys A/S as Brand Director of InWear, in the period from 12 April
2007 to 30 April 2007, inclusive.
No consideration shall be paid for the
warrants.
3. Amount and exercise price
Each warrant entitles the holder to subscribe one share of DKK 10 at
the price corresponding to the average market price (based on "All
trades" in the official price list) over the past five business days
prior to the decision by the Board of Directors to issue warrants -
however, not less than the closing price "all trades" quoted by the
Copenhagen Stock Exchange on 11 April 2007 - plus 5% p.a. from 11
April 2007 per share of DKK 10 nominal value.
The capital increase that can be subscribed on the basis of the
warrants cannot be more than DKK 300,000 nominal value and not less
than DKK 10 nominal value, see however clause 6 below, which provides
that the number of shares subscribable based on the warrants may be
adjusted in certain circumstances.
A list of warrants issued shall be kept in connection with the
Company's Register of Shareholders.
4. Exercise of the warrants
4.1 The warrants granted can be exercised by
subscribing shares during a period of up to two weeks from
publication of the Company's profit announcement for the 2007, 2008
and 2009 financial years (in the following referred to as"subscription periods").
During each subscription period, up to one
third of the warrants granted can be exercised at one time to
subscribe shares in the Company. Unexercised warrants from one
subscription period can be transferred to any subsequent subscription
period.
Notice of exercise of warrants shall be received by the Company
within the subscription periods specified. Notices shall specify the
employee's custody account with the Danish Securities Centre
(Værdipapircentralen), and the employee shall pay the subscription
price when submitting the notice.
4.2 Exercise of the warrants is subject to the
employee not having terminated his employment on the exercise date.
Unexercised warrants shall lapse without compensation from the date
when the employee has terminated his employment with the Company or
its subsidiaries.
5.1 Extraordinary exercise
Notwithstanding clause 4.1 above, the employee may also exercise his
warrants in event of the following:
(a) The Company's ownership changes in circumstances which -
pursuant to the Danish Securities Trading Act - give rise to a duty
for the acquirer to make an offer to take over the shares held by the
remaining shareholders of the Company.
(b) The Company decides to delist the Company's shares.
Exercise of warrants by the employee according to (a) and (b) above
shall be subject to the employee having submitted a written notice of
exercise to the Company's Board of Directors not later than three
months from publication of such offer or such decision to delist the
Company's shares.
5.2 Where the Company's competent bodies resolve to
demerge the Company otherwise than as described in clause 6.5 below
or to liquidate the Company, the employee shall be entitled to
exercise any unexercised warrants notwithstanding the provisions of
clause 4.1 above. In that event the employee shall, within two weeks
of the Company's announcement of the resolution to demerge/liquidate,
notify the Company in writing that he wishes to exercise his
warrants. At the same time, the employee shall pay the subscription
amount.
After expiry of this period, any warrants in
respect of which notice of exercise has not been given, shall lapse
automatically without notice or compensation.
6. Adjustment of subscription price and/or number
of shares subscribable by exercising the warrants in case of changes
in the Company's capital structure
In case of changes in the Company's capital structure, the
subscription price referred to in clause 1 above or the number of
shares that can be subscribed by exercising the warrants, shall, in
certain circumstances, be adjusted, see clauses 6.1-6.8 below.
Capital increases in connection with exercise of the warrants shall
not result in adjustment of the subscription price or the number of
shares.
6.1 Where the Company's competent bodies resolve
- to increase the Company's share capital at a price lower
than the market price;
- to issue warrants, convertible debt, stock options or
similar instruments that entitle the holder to subscribe shares in
the Company at a price lower than the market price at the time of
issue;
- to reduce the Company's share capital by distribution to the
shareholders at a price higher than the market price;
the subscription price shall be reduced to
such extent that the market value of the warrants remains unchanged.
6.2 Where the Company's competent bodies resolve
- to increase the Company's share capital at a price higher
than the market price; or
- to reduce the Company's share capital by distribution to the
shareholders at a price lower than the market price;
the subscription price shall be increased to such extent that the
market value of the warrants remains unchanged.
6.3 Where the Company's competent bodies resolve to
merge the Company with the Company as the discontinuing company, the
warrants shall be transferred so that they entitle the holder to
subscribe shares in the continuing company, and the subscription
price/the number of shares that can be subscribed by exercising the
warrants shall be increased or reduced to such extent that the market
value of the warrants remains unchanged.
6.4 Where the Company issues bonus shares to the
existing shareholders, the number of shares that the employee can
subscribe by exercising his warrants shall be increased
proportionately, and the subscription price shall be reduced to the
effect that the total subscription price for the increased number of
shares corresponds to the subscription price for the original number
of shares.
6.5 Where the Company's competent bodies resolve to
demerge the Company, whereby all shareholders receive a proportionate
number of shares in the new company or companies while also retaining
shares in the Company, the employee shall receive warrants in the new
company or companies in the same proportion as the Company's
shareholders receive shares in the new company or companies.
Furthermore, the subscription price at the time of exercising the
warrants shall be adjusted to such extent that the market value of
the warrants remains unchanged.
6.6 Where the Company's share capital is reduced to
cover a loss, the number of shares the employee can subscribe by
exercising the warrants shall be reduced (rounded down) so as to
position the employee, as far as his capital interest in the Company
is concerned, as if the warrants had been exercised immediately prior
to the resolution to reduce the capital. The subscription price shall
not be changed.
6.7 In case of price-relevant changes in the
Company of a nature and with consequences to the employee similar to
those described in clauses 6.1-6.6 above, a corresponding adjustment
shall be made to the subscription price.
6.8 Where the Company's competent bodies resolve
- to increase or reduce the Company's share capital at
market price;
- to merge, the Company being the continuing company;
- to issue shares, warrants, convertible bonds,
subscription rights, stock options or similar instruments to
employees and/or the management of the Company or its subsidiaries in
connection with a general employee share programme, possibly at a
price below the market price; or
- to pay dividend;
the subscription price and the number of shares that can be
subscribed shall not be adjusted.
6.9 Where one of the acts referred to in clauses
6.1-6.7 above takes place prior to an exercise period, the Company's
Board of Directors shall request that the Company's auditor
calculates the adjustment to be made, so that the result of the
calculation can be sent in writing to the employee not later than one
week prior to the beginning of the relevant exercise period.
The auditor's calculation shall be made in accordance with accepted
principles. Where the calculation is to be based on a determination
of the Company's market capitalisation, such determination shall be
made in accordance with generally accepted principles, duly taking
into account the market price of the Company's shares. The auditor's
calculation shall be final and binding on the Company and the
employee.
Where adjustments made pursuant to clause 6 hereof result in a
subscription price below par, the general rule is that the warrants
cannot be exercised. The employee can, however, exercise the warrants
on accepting an increase to par of the subscription price without any
entitlement to compensation for such increase.
7. Assignment
The warrants cannot - except with the consent of the Company's Board
of Directors - be taken in execution, be assigned or transferred in
any other way, including in connection with a division of property,
neither to be held nor as security.
8. Tax consequences
The tax consequences in connection with subscription of the warrants
and their exercise shall be of no concern to the Company.
9. Terms and conditions of new shares
Pursuant to the Board of Directors' resolution on issuance of
warrants, the following terms and conditions shall apply to new
shares issued by exercise of warrants:
that there shall be no preemption rights to the existing
shareholders in respect of new shares issued on the basis of the
warrants;
that payment for new shares issued on the basis of the warrants
shall be made in cash on subscription;
that new shares issued on exercise of the warrants shall be issued
to named holders and recorded in the Company's Register of
Shareholders;
that new shares issued on exercise of the warrants shall be
negotiable instruments;
that new shares issued on exercise of the warrants shall not be
subject to restrictions to the preemption rights in case of future
capital increases;
that new shares issued on exercise of the warrants shall rank for
full dividends and carry other rights in the Company as from the
financial year in which the shares are subscribed, but not for the
preceding financial year;
that if, prior to the exercise of the warrants, the rights
attaching to the Company's shares have been altered in general, new
shares issued on exercise of the warrants shall rank pari passu with
the other shares in the Company at the time of such exercise; and
that the Company shall pay the costs arising out of the issue of
the warrants and subsequent capital increases in connection
therewith. The Company's costs arising out of the issue of the
warrants are DKK 5,000 and the costs of the related capital increases
are estimated at DKK 30,000 for each capital increase.
10. Implementation of capital increase
The Board of Directors shall effect the capital increases related to
the exercise of the warrants pursuant to the provisions of section 36
of the Danish Companies Act. For details on the rights attaching to
the new shares, see clause 9 above.
