Articles of Association
3.A.1
The share capital may by resolution of the Board of Directors be increased through one or more issues of new shares for cash consideration with pre-emptive rights for the Company's existing shareholders. This authorisation shall be valid until 25 March 2026 or such earlier date where the Company's annual general meeting in 2026 is held. The authorisation may until 22 March 2024 be utilised to increase the share capital with up to nominally DKK 429,760,360 (21,488,018 shares of DKK 20 each). If on 22 March 2024 the authorisation has not been utilised in full, it may thereafter and until the expiry of the authorisation be utilised to increase the share capital with the lower amount of (a) nominally DKK 171,904,144 (8,595,207 shares of DKK 20 each) and (b) nominally DKK 429,760,360 less the nominal amount by which the Company's share capital has been increased by way of utilisation of the authorisation set out in this article 3.A.1 during the period 23 March 2023 until 22 March 2024.
3.A.2
The share capital may, by resolution of the Board of Directors, be increased by a maximum amount of DKK 85,952,072 (4,297,603 shares of DKK 20 each) through one or more issues of new shares. This authorisation shall be valid until 25 March 2026 or such earlier date where the Company's annual general meeting in 2026 is held. The increase may be carried out through the issue of shares for cash consideration, conversion of debt or payment in other values than cash. The capital increase shall be carried out through the issue of shares without pre-emptive rights for the existing shareholders.
3.A.3
New shares issued in accordance with the above authorisations in article 3.A.1 and 3.A.2 shall carry dividends from such time as may be decided by the Board of Directors, but not later than for the financial year in which the increase in share capital takes place. The shares shall be negotiable instruments and shares registered in the name of the shareholder. The new shares shall with regards to rights, redemption and negotiability in all respects be subject to the same terms as the existing shares.
3.B.1
For a period until 25 March 2026 or such earlier date where the Company's annual general meeting in 2026 is held, the Company may, by decision of the Board of Directors, by one or more issues raise loans against bonds or other financial instruments with a right for the lender to convert his claim to a nominal amount of DKK 85,952,072 (4,297,603 shares of nominal DKK 20 each) as a maximum (convertible loans).
Convertible loans may be raised in DKK or the equivalent in foreign currency computed at the rates of exchange ruling on the day of the loan. The Board of Directors is also authorised to effect the consequential increase of the capital. Convertible loans may be raised against payment in cash or in other ways. The subscription shall take place without pre-emptive rights for the shareholders and the convertible loans shall be offered at a subscription price and a conversion price that correspond in aggregate to at least the market price of the shares at the time of the decision of the Board of Directors. The time limit for conversion may be fixed for a longer period than 5 years after the raising of the convertible loan. The terms for the raising of convertible loans shall be determined by the Board of Directors, including loan terms and the rules for conversion of the loans as well as the holder's legal position in case of capital increase, capital decrease, raising of new convertible loans, dissolution, merger or demerger of the Company before the expiry of the right of conversion. Time and terms for the capital increase shall be decided by the Board of Directors observing the rules in article 3.B.2.
3.B.2
If the Board of Directors exercises the authorisation granted in article 3.B.1, new shares shall be shares registered in the name of the shareholder and carry dividend as of a date to be fixed by the Board of Directors. No restrictions shall apply as to the pre-emptive right of the new shares, and they shall rank pari passu with the existing shares with respect to rights, redeemability and negotiability. The Board of Directors is authorised to make the necessary amendments to the Articles of Association in connection with the capital increases being effected.
3.C
The authorisations to the Board of Directors according to articles 3.A.1, 3.A.2 and 3.B.1 can, subject to the limitations set forth therein, respectively, be utilised to increase the share capital by a total maximum nominal amount of DKK 429,760,360 (21,488,018 shares of DKK 20 each). The authorisations to the Board of Directors according to articles 3.A.2 and 3.B.1 can, subject to the limitations set forth therein, respectively, be utilised to increase the share capital by a total maximum nominal amount of DKK 171,904,144 (8,595,207 shares of DKK 20 each).
