ANNOUNCEMENT 7/2010
31 August 2010
Revised Articles of Association
Further to our decisions of annual general meeting held on 25 August 2010 we
hereby announce the revised articles of association.
BoConcept Holding A/S
Announcement to Nasdaq OMX Copenhagen 31.08.10 Page 1 of 1
ARTICLES OF ASSOCIATION
FOR
BOCONCEPT HOLDING A/S
Article 1.
The name of the company is BoConcept Holding A/S. The secondary name of the
company
is Denka Holding A/S (BoConcept Holding A/S).
The company is domiciled in the municipality of Herning, Denmark.
The objects of the company are to manufacture and trade in furniture and other
related
activities. The activities are carried out through subsidiaries only.
Article 2.
The share capital of the company is DKK 28,621,190 divided into
2,400,000 Class A shares, in denominations of DKK 10 and multiples hereof
and
26,221,190 Class B shares, divided into shares in denominations of DKK 10.00.
The share capital is fully paid up.
No shareholder shall be obliged to have his or her shares redeemed, either
wholly or in part.
Articles of association of BoConcept Holding A/S - August 2010 Page 1 of 10
Article 3.
Special rules apply to voting and pre-emption rights in connection with
increases in the share
capital; in all other circumstances no shares shall confer special rights on the
holder.
Class A shares are issued and must be registered in the name of the holder.
Class B shares are registered with the Danish Securities Centre and issued to
bearer, but may
be registered in the name of the holder and entered in the company's register of
shareholders.
Class A shares are non-negotiable instruments.
Class B shares are negotiable instruments.
VP Securities A/S [the Danish Securities Centre], situated at Weidekampsgade 14,
P.O. Box
4040, 2300 Copenhagen S, keeps the register of shareholders on behalf of the
company in
pursuance of section 50 of the Danish Companies Act.
Article 4.
The share capital may be increased with both Class A and Class B shares in the
ratio existing
between the two share classes at the time of the capital increase, or with
either Class A or
Class B shares.
Where the share capital is increased by means of a new issue, the shareholders
shall, unless
the general meeting passes a separate resolution to the contrary, be entitled to
subscribe for
the new shares on a pro rata basis thus that Class A shareholders are entitled
to subscribe for
new Class A shares only, and Class B shareholders are entitled to subscribe for
new Class B
shares only while both classes of shareholders shall be entitled to subscribe
for the new shares
on a pro rata basis if the increase applies to either Class A or Class B shares.
Shares that have been issued in connection with a capital increase shall be
completely identical
with the existing shares of the same share class with regard to rights,
redeemability,
negotiability, whether or not they shall be bearer shares or registered shares,
whether or not
they shall be negotiable or non-negotiable and whether or not a pre-emption
right attaches to
the shares in the case of future capital increases.
The shares shall be entitled to dividend and any other rights in the company
from the time that
is stated in the resolution to increase the capital or alternatively decided by
the supervisory
board. The rights enter into force no later than 12 months after the
registration.
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Article 5.
Where a shareholder wishes to sell one or more Class A shares, the said shares
shall be
offered via the supervisory board on behalf of the other Class A shares at a
price which is not
below the average buying price for the Class B shares quoted by OMX Nasdaq
Copenhagen
during the three months preceding the offer. The offer shall be accompanied by a
certificate
from a bank or stock exchange confirming the said average price. If no official
quotation exists
for the Class B shares relating to the past three months, the Class A shares
that are offered for
sale shall be offered at a price which is not below the price estimated by a
bank or stock
exchange appointed by the supervisory board at the said time.
The supervisory board shall immediately notify holders of pre-emption rights of
the offer, and
the said persons shall have a time limit of 30 days for acceptance.
Within 30 days of accepting the offer the supervisory board shall notify the
said shareholder
whether there are any other Class A shareholders who wish to take over the said
shareholding.
The purchase price shall be paid within a month of accepting.
If the other Class A shareholders fail to exercise their pre-emption right to
the Class A shares
offered, in part or in full, the shareholder who wishes to sell shall be
entitled to sell the holding
of shares not wanted by the other Class A shareholders to a third party within a
period of three
months subject to the same terms and at a price which shall not be below the
price offered the
other Class A shareholders. After the expiry of this time limit the provision on
pre-emption
rights shall apply once again.
The passing of shares by succession or transfer inter vivos to a spouse, issue
or the founders'
family foundations shall not be subject to this provision.
The provisions in this article shall also apply to a forced sale in the course
of the administration
of an estate or any other debt enforcement proceedings.
No restrictions shall apply to the negotiability of Class B shares.
Article 6.
Dividend payable to holders of Class A shares is paid to the addresses entered
in the register
of shareholders.
Dividend payable to holders of Class B shares is paid through the Danish
Securities Centre (VP
Securities A/S) in accordance with the registration made.
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Dividend due, but not drawn five years after the date on which it was due for
distribution, shall
accrue to the company's reserve fund (or liquid reserve fund) after which time
coupons issued
shall have no validity vis-à-vis the company.
Article 7.
Lost shares, interim certificates, subscription and share certificates, coupons
and slips may be
declared null and void without a court order pursuant to the provisions of law
applicable from
time to time.
Article 7 A.
(1) At the general meeting held on 28 August 2007 guidelines were adopted for
incentive pay
schemes for the supervisory board, the executive board and other selected
executives, as
published on the company's website. Section 1 applies to the subscription rights
mentioned in
Article 7C(1).
(2) At the general meeting held on 25 August 2010 revised guidelines were
adopted for
incentive pay schemes for the supervisory board, the executive board and other
selected
executives, as published on the company's website. Section 2 applies to the
subscription rights
mentioned in Articles §§ 7B and 7C(2).
Article 7 B.
On 25 August 2010 the general meeting authorised the supervisory board to issue
subscription
rights which may confer the right on the holder to subscribe for Class B shares
in a nominal
amount not exceeding DKK 2,000,000 (200,000 Class B shares). The authority is
valid till 30
April 2013. The subscription rights may only be granted members of the
supervisory and
executive boards and other managers. The authority may only be exercised when
issuing
subscription rights that confer on the holder the right to subscribe for Class B
shares at the
market price at the time of issue at a maximum discount of 10%.
Article 7 C.
(1) On 28 August 2007 the general meeting authorised the supervisory board to
increase the
Class B share capital to a nominal amount not exceeding DKK 2,400,000 (240,000
shares).
The authority is valid till 30 September 2011. The capital can only be increased
by means of a
Articles of association of BoConcept Holding A/S - September 2009 Page 4 of 10
cash contribution. The capital increase can only be implemented by the executive
board, the
supervisory board or other selected executives exercising the subscription
rights subscribed for
by them in the period from 29 August 2007 to 30 June 2011. The new Class B
shares are
negotiable instruments registered through VP Investor Services A/S and issued to
bearer, but
may be registered in the name of the holder. No restrictions shall apply to the
negotiability of
the shares. No shareholder shall be obliged to have his or her shares redeemed,
either wholly
or in part.
(2) On 25 August 2010 the general meeting authorised the supervisory board to
increase the
Class B share capital to a nominal amount not exceeding DKK 2,000,000 (200,000
shares).
The authority is valid till 30 September 2013. The capital can only be increased
by means of a
cash contribution. The capital increase can only be implemented by the executive
board, the
supervisory board or other selected executives exercising the subscription
rights subscribed for
by them in the period from 26 August 2010 to 30 June 2013. The new Class B
shares are
negotiable instruments registered through VP Investor Services A/S and issued to
bearer, but
may be registered in the name of the holder. No restrictions shall apply to the
negotiability of
the shares. No shareholder shall be obliged to have his or her shares redeemed,
either wholly
or in part.
Article 7 D.
Article 7 D has been deleted as the authorisation has been utilised.
Article 7 E.
(1) At the annual meeting held on 27 August 2009, the company's shareholders
authorised
the supervisory board to take one or more decisions on obtaining loans by
issuing convertible
debt instruments without right of pre-emption for current or former
shareholders, such
authorisation to be valid until the next ordinary general meeting. These
convertible loans may
amount to a maximum of DKK 13,000,000. The terms for obtaining these convertible
loans
will be fixed by the supervisory board, including the loan covenants, the rules
and terms for
loan conversion, and the conditions, situations and factors mentioned in section
41a of the
Danish Public Companies Act. As part of this authorisation, the supervisory
board is
authorised to increase the share capital by issuing new B-shares when
implementing the
conversion. This authorisation will remain valid until five years after the
issue of the
convertible debt instruments.
(2) The new Class B shares issued as a result of this authorisation will carry
the same rights
as the company's currently existing Class B shares, in compliance with the
company's articles
of association. No restrictions will be applied to the negotiability of the new
Class B shares.
Articles of association of BoConcept Holding A/S - September 2009 Page 5 of 10
The new Class B shares will be negotiable securities and bearer shares.
It will be possible to register the new Class B shares, together with the
company's current
Class B shares, with a securities service and have them admitted for trading on
the NASDAQ
OMX Copenhagen exchange.
The supervisory board is authorised to fix the other terms and conditions for
the issue of these
new shares pursuant to this authorisation and to change the articles of
association in
accordance herewith.
Article 8.
The general meeting is the highest authority of the company.
The general meetings of the company shall be held in the municipality of Herning
as decided
by the supervisory board.
The ordinary general meeting shall be held in sufficient time for the audited
and approved
annual report to be filed with the Danish Commerce and Companies Agency at the
latest four
months after the end of the financial year.
Extraordinary general meetings shall be held as decided by the general meeting
or the
supervisory board or upon the request of the auditor of the company or by
shareholders who
represent at least 5% of the share capital. The request shall be made in writing
to the
supervisory board accompanied by a formulated proposal. The general meeting
shall then be
convened within 14 days after the receipt of the request.
Not later than eight weeks before the date prior to the scheduled annual general
meeting the
company shall publish the date of the general meeting and the date of the
deadline for
shareholders requesting that a certain item be placed on the agenda. The
deadline for
submitting items to be placed on the agenda may not be earlier than six weeks
prior to the
annual general meeting.
General meetings shall be convened by notice in the Danish Official Gazette
(Erhvervs- og
Selskabsstyrelsens it-system) and one local daily newspaper.
The notice convening the general meeting must also be posted at the company's
website.
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The notice shall also be sent by ordinary mail to any shareholders entered in
the register of
shareholders who have requested such notice. The written notice shall be sent to
the
addresses entered in the register of shareholders.
The notice convening the general meeting must also be published in a stock
exchange
announcement to Nasdaq OMX Copenhagen A/S. The stock exchange announcement must
contain any resolutions proposed by the supervisory board that may have an
effect on the
price of the shares. The publication of the stock exchange announcement must
coincide with
the publication of the notice to the shareholders.
Notice of the meeting shall be given at least three weeks and at most five weeks
before the
meeting is held.
Article 9.
The agenda of the annual general meeting shall include the following items:
1. Election of chairman of the meeting
2. Management's review
3. Presentation of the annual report
4. Adoption of the annual report, including grant of discharge to the executive
and
supervisory boards and resolution regarding the appropriation of profit or
provision for
losses pursuant to the approved annual report
5. Election of members of the supervisory board
6. Appointment of auditors
7. Any other business
The agenda, and the complete proposals and, with respect to the annual general
meeting, also
the audited annual report, shall be available for inspection by the shareholders
at the
company's office not later than two weeks before the general meeting and shall
be forwarded
to the registered shareholders who have requested separate notice.
Furthermore, for a continuous period of at least three weeks, commencing not
later than three
weeks prior to the general meeting, the company shall make the following
information
available to the shareholders at its website: the notice convening the general
meeting, the
total number of shares and voting rights at the date of the notice, including
the total number
by share class, any documents to be submitted at the general meeting, the
agenda, the
complete proposals and forms to be used for voting by proxy or post.
Articles of association of BoConcept Holding A/S - September 2009 Page 7 of 10
Article 10.
Any shareholder who has received an admission card upon producing proper
identification no
later than three days prior to the general meeting from the company's office
shall be entitled
to attend the general meeting.
In addition, admission cards are handed to shareholders entered in the company's
register of
shareholders upon production of a receipt from the Danish Securities Centre, the
date of which
must not be later than three days prior to the general meeting and that proves
that
registration of the said shareholder has taken place not later than one week
before the general
meeting.
Each Class A share amount of DKK 10 shall confer ten votes on the holder.
Each Class B share of DKK 10 shall confer one vote on the holder.
Voting rights may be exercised by proxy.
It is a condition of exercising voting rights under a share acquired by
assignment that the
share has been entered in the company's register of shareholders or that the
shareholder has
given the company notice and documentary evidence of the acquisition.
The general meetings of the company are open to the press.
Article 11.
Any business transacted at the general meeting shall be decided by a simple
majority of votes
unless a special majority is required by the Danish Companies Act or these
articles of
association.
Provided always that in order to pass a resolution to amend the articles of
association or to
dissolve the company shareholders corresponding to at least half of the total
number of votes
in the company shall be represented at the general meeting and the resolution
shall be
adopted by at least 2/3 of the votes cast and of the voting share capital
represented at the
general meeting.
Where less than half of the total number of votes in the company are represented
at the
general meeting, but the proposal has been passed with two thirds of the votes
cast and the
Articles of association of BoConcept Holding A/S - September 2009 Page 8 of 10
represented voting share capital, a new general meeting shall be convened within
three weeks
where the proposal may be passed with two thirds of the votes cast irrespective
of the number
of votes represented.
Minutes shall be kept of the business transacted at the general meeting which
shall be signed
by the chairman of the meeting and at least one of the members of the
supervisory board who
attended the general meeting.
For each resolution the company shall determine: the number of shares for which
valid votes
have been cast, the proportion of the share capital represented by the said
votes, the total
number of valid votes, the number of votes for and against the matter to be
decided on and,
where relevant, the number of abstentions.
No later than two weeks after the general meeting, the company shall publish
results of the
voting on its website.
Article 12.
The company shall be managed by an executive board elected by the general
meeting and
consisting of between three and nine members.
The supervisory board shall be elected for one year at a time, but members are
eligible for re-
election.
In the case of vacancies the supervisory board shall act until the following
ordinary general
meeting.
The supervisory board is responsible for the general management of the affairs
of the
company.
The supervisory board shall elect a chairman and one or two deputy chairmen,
each of whom
shall act in the absence of the chairman.
No decision shall be made at board meetings unless the majority of directors are
present.
Resolutions shall be passed by a simple majority vote. In the case of an
equality of votes the
chairman, alternatively the deputy chairman, shall have the casting vote.
Minutes of the business transacted at board meetings shall be kept and signed by
the full
supervisory board.
The supervisory board shall adopt its own rules of procedure.
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The supervisory board shall employ an executive board of between one and four
members and
shall stipulate the terms of the members' authority.
The company shall be bound by the joint signatures of a member of the executive
board and a
member of the supervisory board or by the signatures of the full board.
The supervisory board may grant collective powers of procuration.
Article 13.
The annual reports of the company shall be audited by one or more
state-authorised
accountants elected by the general meeting. The auditor shall be elected by the
general
meeting for one year at a time.
The auditor's fee shall be approved by the supervisory board.
Article 14.
The financial year of the company is from 1 May to 30 April.
***
Date of latest modification: 25 August 2010
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