Articles of Association of NKT Holding A/S

Articles of Association of NKT Holding A/S     Articles of Association, April 19, 2007, Company Registration No. 62 72 52 14 I  Name, Objectives and Domicile of the Company II  Share Capital and Shareholders III General Meeting IV Board of Directors and Management V  Audit VI Annual Report  I   Name, Objectives and Domicile of the Company Article 1The name of the company is NKT Holding A/S. The company also carries on business under the secondary names AktieselskabetNordiske Kabel- og Traad-fabriker (NKT Holding A/S) and NKT A/S (NKT HoldingA/S). The objectives of the company are to carry on manufacturing business and trade.The company may participate with capital in other enterprises in situationswhere this, in the opinion of the board of directors, may contribute towardspromoting the objectives of the company. Article 2The company is domiciled in the municipality of Brøndby where the company'sregistered office is situated. The board of directors may decide to move theregistered office to another Danish municipality. Branch offices may beestablished according to decision made by the board of directors. II  Share Capital and Shareholders Article 3The company has a share capital of DKK 472,751,100. The share capital is fullypaid up. The shares shall be issued through the Danish Securities Centre and dividedinto shares of DKK 20.00 each in accordance with the statutory provisions onthe issuing of listed securities, and share dividend shall be distributedaccording to the relevant rules. Rights regarding the shares must be notifiedto the Danish Securities Centre. The shares of the company are registered to bearer, but may be registered inthe name of the holder in the company's register of shareholders. The company'sregister of shareholders is maintained by an external registrar, VP InvestorServices A/S (VP Services A/S), Helgeshøj Allé 61, P.O. Box 20, DK-2630Taastrup. For the period until the next ordinary general meeting the Board of Directorsis authorized to decide on the distribution of extraordinary dividends. Article 3 ABy decision of the Board of Directors the share capital may be increased by amaximum amount of 200,000,000 DKK nominally (10,000,000 shares) through one ormore issues of new shares. This authorisation shall be valid until 5 April2010. The increase may be carried out through the issue of shares for cashconsideration or by other means. If the subscription price equals the marketprice, the Board of Directors may decide to issue the shares without grantingexisting shareholders pre-emptive rights. Where the capital is increasedthrough the conversion of debt or in consideration for acquisition of anexisting business undertaking or specific assets, the shareholders shall nothave pre-emptive rights. New shares issued in accordance with the above authorisation shall carrydividends from such time as may be decided by the Board of Directors, but notlater than for the financial year in which the increase in share capital takesplace. The new shares shall otherwise in all respects be subject to the sameterms as the existing shares. Article 3 BOn 24 April 2001, the annual general meeting authorised the Board of Directorsto issue warrants (share options) to the employees and management of theCompany and of companies consolidated with the Company for subscription ofshares up to nominally 12,000,000 DKK (600,000 shares of DKK 20.00 each). Onthe basis of this authorisation the Board of Directors issued warrants in 2001,2002 and 2003, respectively, for subscription of shares up to a nominal amountof 9,903,040 DKK (495,152 shares of 20 DKK each). Decision was also madeconcerning the associated capital increases. The decisions of the Board ofDirectors to issue warrants, and the implementation of the associated capitalincreases in accordance with the authorisation of 24 April 2001, are includedin Articles 3C, 3D and 3E. The unexercised portion of the authorisation of 24April 2001 has lapsed. The following new authorisation was approved at the annual general meeting on 3April 2003: In the period up to 1 April 2008 the Board of Directors is authorised to issuewarrants, in one or several transactions and without preferential right ofsubscription for existing shareholders, up to a nominal amount of 12,000,000DKK (600,000 shares of 20 DKK each) to the employees and management of theCompany and companies consolidated with the Company. In the period up to 1 April 2008 the Board of Directors is further authorisedto effect a capital increase, in one or several transactions, withoutpreferential right of subscription for existing shareholders and againstpayment in cash, by up to a nominal amount of 12,000,000 DKK in connection withexercise of the warrants at a price, possibly a favourable price, fixed by theBoard of Directors. In the case of capital increases pursuant to the above, the new shares arenegotiable instruments and shall in all respects rank equally with theCompany's existing shares, also with respect to redeemability and restrictionsin negotiability. The new shares carry a right to dividend from the timedecided by the Board of Directors, but not later than from the financial yearfollowing the capital increase. The Board of Directors shall determine the details of the conditions applicableto the warrants issued and the capital increases effected in accordance withthe authorisation. Article 3 CIn accordance with Article 3 B the board of directors on 24 April 2001 resolvedto issue warrants to the employees of the company and to employees in NKTResearch & Innovation with a right to subscribe for shares up to nominally DKK3,300,000 in the company. No separate payment shall be effected for thewarrants. In accordance with Article 3 B the board of directors has also passeda resolution regarding the relevant capital increase. The authorisation statedin Article 3 B is hereby reduced from nominally DKK 12,000,000 to nominally DKK8,700,000. The warrants may be wholly or partly exercised to subscribe for shares sixweeks after the publication of the company's latest preliminary statement ofannual accounts for each of the years 2004, 2005 and 2006 (hereinafter referredto as "the period of exercise"). This means that the warrants may be exercisedfor the first time for the subscription of shares in 2004 in the period fromthe publication of the preliminary statement of annual accounts for 2003 andsix weeks onwards. The warrants may not be exercised for subscription of sharesoutside a period of exercise. After the expiry of the last period of exercise -i.e. in 2006, six weeks after the publication of the preliminary statement ofannual accounts for 2005 - non-exercised warrants shall automatically lapsewithout notice and without compensation. The period of exercise may be changedsolely by the board of directors if required in order to observe current stockexchange rules, including prohibition against insider trading, at the time ofexercise. The warrants only entitle the holder to subscribe for shares in onetransaction. Partial exercise of a warrant for subscription of shares shalltherefore result in a lapse of the remaining part of the warrant. The subscription price per share of nominally DKK 20.00 shall be fixed at (i)DKK 181.00 if subscription is effected in 2004, (ii) DKK 190.00 if subscriptionis effected in 2005, and (iii) DKK 200.00 if subscription is effected in 2006. The new shares which may be subscribed in accordance with the warrants shallbelong to the same class of shares as the existing shares and shall in allrespects be subject to the same conditions as the existing shares. The sharesshall carry a right to dividend from the time of registration of the newsubscription with the Danish Commerce and Companies Agency. Registration will,in so far as this is possible, be effected after the ordinary general meetingin the relevant year and the shares will therefore not carry a right todividend until the following year. The warrants shall be subject to the following conditions:1.	The holder of a warrant shall exercise a warrant by written notification tothe company's office within a period of exercise. The company shall confirmreceipt of the notification to the holder of the warrant. Payment shall beeffected in cash to the company simultaneously with entry on the subscriptionlist and within 14 days after the company's confirmation has been forwarded tothe holder of the warrant. 2.	A warrant is personal and may under no circumstances become subject totransfer or assignment, nor in the case of division of an estate, and cannot becharged or in any other way serve as satisfaction of the warrant holder'screditors. 3.	If a holder of warrants gives notice of resignation or is dismissed by thecompany or by a  wholly or partly owned subsidiary of the Company before 1January 2004 the holder's warrants shall lapse automatically at the time oftermination of the employment without notice and without compensation. If thetermination of the holder's employment is due to (i) retirement pension afterhaving obtained the age of 60, (ii) permanent reduction of the holder's generalearning capacity for health reasons (i.e. physical or mental disability) by twothirds (2/3) or more, or (iii) death of the holder, the holder or the holder'sestate shall be entitled to keep the warrants for exercise in accordance withthe applicable rules. Where the company itself or a wholly or partly ownedsubsidiary of the company gives notice of dismissal to the holder, the board ofdirectors may in special situations and according to its own discretion decidethat the holder shall still be entitled to keep and exercise the warrants inwhole or in part - possibly on special terms specified and determined by theboard of directors. 4.	If one or several of the following capital changes are implemented beforethe exercise of a warrant the holder of the warrant shall receive compensationat the exercise of the relevant warrant in relation to the number of shareswhich may be subscribed in accordance with the warrant and/or the subscriptionprice for the shares so that the warrant holder, both financially and inrelation to the share interest (rounded down), is placed in the same situationas if the warrant had been exercised immediately before the implementation ofthe relevant resolution: •	Capital increase by the issue of bonus shares.•	Capital increase whereby shares may be subscribed at a price which is morethan 10 per cent lower than the market value at the time of subscription (cf.paragraph 6 below). •	Issue of warrants, convertible debt certificates or the like whereby sharesmay be subscribed at a price which is more than 10 per cent lower than themarket value at the time of subscription (cf. paragraph 6 below). No adjustmentshall be effected in connection with subsequent exercise/conversion. •	Capital reduction where payment is effected to existing shareholders ofamounts which exceed the market value of the relevant shares by more than 10per cent at the time when the capital reduction is decided. •	Capital reduction to cover loss.•	Distribution of extraordinarily high dividend. The board of directors shalldecide whether a dividend is to be regarded as extraordinarily high. Adjustmentshall only be effected in relation to the extraordinary share of the dividend. 5.	The circumstances mentioned in paragraph 4 shall be administered by thecompany's board of directors, who shall make the final and binding decision onimplementation and calculation of any adjustment of the warrants, also inrelation to the subscription price and share interest. 6.	Notwithstanding paragraph 4 and the subscription price the followingcircumstances shall not result in adjustment: •	Issue and subsequent exercise/conversion of warrants, convertible debtcertificates or the like to board members or employees of the company or of asubsidiary. •	Capital increase by subscription of new shares, including employee shares,without a preferential right of subscription for the company's shareholders. 7.	If, before the exercise of the warrants, (i)	a resolution is passed to dissolve the company, also by merger or demergerwhere the company ceases to exist, (ii)	a resolution is passed regarding delisting of the company's shares at theCopenhagen Stock Exchange, or (iii)	if a shareholder together with the company's board of directors decidesthat the other shareholders in the company must let their shares be redeemed bythe shareholder, cf. section 20 b of the Danish Companies Act, the company must, before the implementation of such a resolution, enable theholders of warrants to exercise their warrants for subscription of new sharesin the company. The subscription price shall be fixed at the subscription priceapplicable for the closest period of exercise. The holders of the warrants arethen given a deadline by the company of four weeks within which they shallnotify the company in writing of whether the warrants will be exercised. Afterthe expiry of this period the warrants in respect of which no notification hasbeen given about exercise shall lapse automatically without notice and withoutcompensation. 8.	If, before the exercise of the warrants, a public bid is made for thecompany's shares - either voluntarily or involuntarily - whereby oneshareholder directly or indirectly acquires more than 2/3 of the company'snominal share capital the company shall enable the holders of warrants toexercise their warrants for subscription of new shares in the company. Theholders of the warrants are then given a deadline by the company of four weekswithin which they shall notify the company in writing whether the warrants willbe exercised. The subscription price shall be fixed at the subscription priceapplicable for the closest period of exercise. The holders shall be entitledbut not obliged to exercise the warrants, and warrants which are not exercisedwithin the above-mentioned period shall continue unchanged and may be exercisedfor subsequent subscription of shares within the ordinary periods of exercise.If the situations in paragraphs 7 and 8 become relevant at the same timeparagraph 7 shall take precedence. 9.	Resolutions regarding other matters of the company than the mattersmentioned in paragraphs 4-8 shall not affect the conditions for exercise of thewarrants. Article 3 DIn accordance with Article 3 B the board of directors has in January 2002decided to issue warrants to the employees of the company and to employees inNKT Research & Innovation A/S with a right to subscribe for up to nominally DKK3,465,000 shares in the company. No separate payment shall be effected for thewarrants. In accordance with Article 3 B the board of directors has also passeda resolution regarding the relevant capital increase. The authorisation statedin Article 3 B is hereby reduced to nominally DKK 5,235,000, cf. also article 3C. The warrants may be wholly or partly exercised to subscribe for shares sixweeks after the publication of the company's latest preliminary statement ofannual accounts for each of the years 2005, 2006 and 2007 (hereinafter referredto as "the period of exercise"). This means that the warrants may be exercisedfor the first time for the subscription of shares in 2005 in the period fromthe publication of the preliminary statement of annual accounts for 2004 andsix weeks onwards. The warrants may not be exercised for subscription of sharesoutside a period of exercise. After the expiry of the last period of exercise -i.e. in 2007, six weeks after the publication of the preliminary statement ofannual accounts for 2006 - non-exercised warrants shall automatically lapsewithout notice and without compensation. The period of exercise may be changedsolely by the board of directors, if required, in order to observe currentstock exchange rules, including prohibition against insider trading at the timeof exercise. The warrants only entitle the holder to subscribe for shares inone transaction. Partial exercise of a warrant for subscription of shares shalltherefore result in a lapse of the remaining part of the warrant. The subscription price per share of nominally DKK 20.00 shall be fixed at (i)DKK 115 if subscription is effected in 2005, (ii) DKK 121 if subscription iseffected in 2006, and (iii) DKK 127 if subscription is effected in 2007. The new shares which may be subscribed for in accordance with the warrantsshall belong to the same class of shares as the existing shares and shall inall respects be subject to the same conditions as the existing shares. Theshares shall carry a right to dividend from the time of registration of the newsubscription with the Danish Commerce and Companies Agency. Registration will,in so far as this is possible, be effected after the ordinary general meetingin the relevant year and the shares will therefore not carry a right todividend until the following year. The warrants are in addition to the above subject to Article 3 C, sub-items no.1-9. However, the condition relating to continuous employment in Article 3 C,sub-item no. 3 shall apply until 1 January 2005 with respect to the warrantsreferred to in this article. Article 3 EIn accordance with article 3 B the board of directors has in January 2003decided to issue warrants to the employees of the company and to employees inNKT Research & Innovation A/S with a right to subscribe for up to nominally DKK3,138,040 shares in the company. No separate payment shall be effected for thewarrants. In accordance with article 3 B the board of directors has also passeda resolution regarding the relevant capital increase. The authorisation statedin article 3 B is hereby reduced to nominally DKK 2,096,960, cf. also article 3C. The warrants may be wholly or partly exercised to subscribe for shares sixweeks after the publication of the company's latest preliminary statement ofannual accounts for each of the years 2006, 2007 and 2008 (hereinafter referredto as "the period of exercise"). This means that the warrants may be exercisedfor the first time for the subscription of shares in 2006 in the period fromthe publication of the preliminary statement of annual accounts for 2005 andsix weeks onwards. The warrants may not be exercised for subscription of sharesoutside a period of exercise. After the expiry of the last period of exercise -i.e. in 2008, six weeks after the publication of the preliminary statement ofannual accounts for 2007 - non-exercised warrants shall automatically lapsewithout notice and without compensation. The period of exercise may be changedsolely by the board of directors, if required, in order to observe currentstock exchange rules, including prohibition against insider trading at the timeof exercise. The warrants only entitle the holder to subscribe for shares inone transaction. Partial exercise of a warrant for subscription of shares shalltherefore result in a lapse of the remaining part of the warrant. The subscription price per share of nominally DKK 20 is set as a fixedsubscription price less any dividend approved by the general meeting of thecompany in the period from 1 January 2003 up to and including the date of thegeneral meeting which is held immediately prior to the warrant holder'sexercise of the warrant and registration of the newly subscribed shares, cf.below. If newly subscribed shares convey entitlement to dividend at thecompany's general meeting in the year in which the warrant is exercised, noreduction in the subscription price shall be effected for dividend paid in therelevant year. The fixed subscription price per share of nominally DKK 20 is set as (i) DKK87.20 if subscription is effected in 2006, (ii) DKK 95.10 if subscription iseffected in 2007, and (iii) DKK 103.60 if subscription is effected in 2008. Forexample, if a fixed yearly dividend of DKK 4 per share of nominally DKK 20 ispaid in the period up to 2008, the subscription price shall be adjustedaccordingly to DKK 79.60 in case of subscription in 2008, provided registrationof the new shares is effected after the company's general meeting in therelevant year without entitlement to dividend. The new shares which may be subscribed for in accordance with the warrantsshall belong to the same class of shares as the existing shares and shall inall respects be subject to the same conditions as the existing shares. Theshares shall carry a right to dividend from the time of registration of the newsubscription with the Danish Commerce and Companies Agency. Registration will,in so far as this is possible, be effected after the ordinary general meetingin the relevant year and the shares will therefore not carry a right todividend until the following year. The warrants are further subject to article 3 C (1-9). However, (i) therequirement in article 3 C (3) relating to continued employment shall applyuntil 1 January 2006 with respect to the warrants referred to herein, and (ii)the final sub-item of article 3 (4) concerning adjustment in case ofextraordinarily high dividend shall not apply. Article 3 F In accordance with article 3 B the Board of Directors of NKT Holding A/S has inJanuary 2004 decided to issue warrants to the employees of the company and toemployees in NKT Research & Innovation A/S with a right to subscribe for up tonominally DKK 2,956,780 shares in the company. No separate payment shall beeffected for the warrants. In accordance with article 3 B the Board ofDirectors has also passed a resolution regarding the related capital increase.The General Meeting's authorisation of April 3, 2003 stated in article 3 B ishereby reduced to nominally DKK 9,043,220. The warrants may be wholly or partly exercised to subscribe for shares sixweeks after the publication of the company's latest preliminary statement ofannual accounts for each of the years 2007, 2008 and 2009 (hereinafter referredto as "the period of exercise"). This means that the warrants may be exercisedfor the first time for the subscription of shares in 2007 in the period fromthe publication of the preliminary statement of annual accounts for 2006 andsix weeks onwards. The warrants may not be exercised for subscription of sharesoutside a period of exercise. After the expiry of the last period of exercise -i.e. in 2009, six weeks after the publication of the preliminary statement ofannual accounts for 2008 - non-exercised warrants shall automatically lapsewithout notice and without compensation. The period of exercise may be changedsolely by the Board of Directors, if required, in order to observe currentstock exchange rules, including prohibition against insider trading at the timeof exercise. The warrants only entitle the holder to subscribe for shares inone transaction. Partial exercise of a warrant for subscription of shares shalltherefore result in a lapse of the remaining part of the warrant. The subscription price per share of nominally DKK 20 is set as a fixedsubscription price less any dividend approved by the general meeting of thecompany during the period from 1 January 2004 up to and including the date ofthe general meeting which is held immediately prior to the warrant holder'sexercise of the warrant and registration of the newly subscribed shares, cf.below. If newly subscribed shares convey entitlement to dividend at thecompany's general meeting during the year in which the warrant is exercised, noreduction in the subscription price shall be effected for dividend paid duringthe relevant year. The fixed subscription price per share of nominally DKK 20 is set as (i) DKK144.50 if subscription is effected in 2007, (ii) DKK 157.50 if subscription iseffected in 2008, and (iii) DKK 171.70 if subscription is effected in 2009. If,for example, a fixed yearly dividend of DKK 4 per share of nominally DKK 20 ispaid during the period up to 2009, the subscription price shall be adjustedaccordingly to DKK 147.70 in case of subscription in 2009, providedregistration of the new shares is effected after the company's general meetingin the relevant year without entitlement to dividend. The new shares, which may be subscribed for in accordance with the warrants,shall belong to the same class of shares as the existing shares and shall inall respects be subject to the same conditions as the existing shares. Theshares shall carry a right to dividend from the time of registration of the newsubscription with the Danish Commerce and Companies Agency. Registration will,in so far as this is possible, be effected after the ordinary general meetingin the relevant year and the shares will therefore not carry a right todividend until the following year. The warrants are further subject to article 3 C (1-9). However, (i) therequirement in article 3 C (3) shall be replaced by the following wording: 3.a   If the warrant holder terminates his/her employment prior to 1 January2007, the warrant holder's right to exercise his/her warrant shall ceasewithout warning and compensation. However, if the warrant holder terminateshis/her employment on grounds of gross misconduct by the employer, article 3(b) shall apply. 3.b   If the warrant holder is given notice of termination before 1 January2007 by the employer, or if the warrant holder's employment terminates after 1January 2007, the warrant holder shall be entitled to retain and exercisehis/her warrant according to the conditions contained herein. However, if theemployer terminates the warrant holder's employment on grounds of grossmisconduct including cases of immediate dismissal, article 3 (a) shall apply. 3.c   If, before 1 January 2007 the warrant holder (i) retires on a pensionafter reaching the age of 60; or (ii) the general ability to work on grounds ofill-health (i.e. physical or mental invalidity) has been permanently decreasedby two thirds (2/3) or more; (iii) or the warrant holder dies, the conditionsof article 3 (b) shall apply. 3.d   The Board of Directors of the Company is at its sole discretion entitledto decide on a departure from  the conditions of articles 3 (a) and 3 (b) infavour of the warrant holder, giving the warrant holder right retain andexercise his/her warrant irrespective of termination of the employment. Further, Article 3 C (4), distribution of extraordinary high dividend, shallnot apply to the warrants. Article 3 GIn accordance with article 3 B the Board of Directors of NKT Holding A/S has inJanuary 2005 decided to issue warrants to the employees of the company and toemployees in NKT Research & Innovation A/S with a right to subscribe for up tonominally DKK 2,589,000 shares in the company. No separate payment shall beeffected for the warrants. In accordance with article 3 B the Board ofDirectors has also passed a resolution regarding the related capital increase.The General Meeting's authorisation of April 3, 2003 stated in article 3 B ishereby reduced to nominally DKK 6,454,220. The warrants may be wholly or partly exercised to subscribe for shares sixweeks after the publication of the company's latest preliminary statement ofannual accounts for each of the years 2008, 2009 and 2010 (hereinafter referredto as "the period of exercise"). This means that the warrants may be exercisedfor the first time for the subscription of shares in 2008 in the period fromthe publication of the preliminary statement of annual accounts for 2007 andsix weeks onwards. The warrants may not be exercised for subscription of sharesoutside a period of exercise. After the expiry of the last period of exercise -i.e. in 2010, six weeks after the publication of the preliminary statement ofannual accounts for 2009 - non-exercised warrants shall automatically lapsewithout notice and without compensation. The period of exercise may be changedsolely by the Board of Directors, if required, in order to observe currentstock exchange rules, including prohibition against insider trading at the timeof exercise. The warrants only entitle the holder to subscribe for shares inone transaction. Partial exercise of a warrant for subscription of shares shalltherefore result in a lapse of the remaining part of the warrant. The subscription price per share of nominally DKK 20 is set as a fixedsubscription price less any dividend approved by the general meeting of thecompany during the period from 1 January 2005 up to and including the date ofthe general meeting which is held immediately prior to the warrant holder'sexercise of the warrant and registration of the newly subscribed shares, cf.below. If newly subscribed shares convey entitlement to dividend at thecompany's general meeting during the year in which the warrant is exercised, noreduction in the subscription price shall be effected for dividend paid duringthe relevant year. The fixed subscription price per share of nominally DKK 20 is set as (i) DKK197.80 if subscription is effected in 2008, (ii) DKK 215.60 if subscription iseffected in 2009, and (iii) DKK 235.00 if subscription is effected in 2010. If,for example, a fixed yearly dividend of DKK 5 per share of nominally DKK 20 ispaid during the period up to 2010, the subscription price shall be adjustedaccordingly to DKK 205.00 in case of subscription in 2010, providedregistration of the new shares is effected after the company's general meetingin the relevant year without entitlement to dividend. The new shares, which may be subscribed for in accordance with the warrants,shall belong to the same class of shares as the existing shares and shall inall respects be subject to the same conditions as the existing shares. Theshares shall carry a right to dividend from the time of registration of the newsubscription with the Danish Commerce and Companies Agency. Registration will,in so far as this is possible, be effected after the ordinary general meetingin the relevant year and the shares will therefore not carry a right todividend until the following year. The warrants are further subject to article 3 C (1-9). However, (i) therequirement in article 3 C (3) shall be replaced by the following wording: 3.a    If the warrant holder terminates his/her employment prior to 1 January2008, the warrant holder's right to exercise his/her warrant shall ceasewithout warning and compensation. However, if the warrant holder terminateshis/her employment on grounds of gross misconduct by the employer, article 3(b) shall apply. 3.b   If the warrant holder is given notice of termination before 1 January2008 by the employer, or if the warrant holder's employment terminates after 1January 2008, the warrant holder shall be entitled to retain and exercisehis/her warrant according to the conditions contained herein. However, if theemployer terminates the warrant holder's employment on grounds of grossmisconduct including cases of immediate dismissal, article 3 (a) shall apply. 3.c    If, before 1 January 2008 the warrant holder (i) retires on a pensionafter reaching the age of 60; or (ii) the general ability to work on grounds ofill-health (i.e. physical or mental invalidity) has been permanently decreasedby two thirds (2/3) or more; (iii) or the warrant holder dies, the conditionsof article 3 (b) shall apply. 3.d   The Board of Directors of the Company is at its sole discretion entitledto decide on a departure from  the conditions of articles 3 (a) and 3 (b) infavour of the warrant holder, giving the warrant holder a right to retain andexercise his/her warrant irrespective of termination of the employment. Further, Article 3 C (4), distribution of extraordinary high dividend, shallnot apply to the warrants. Article 3 HIn accordance with article 3 B the Board of Directors of NKT Holding A/S has inJanuary 2006 decided to issue warrants to the employees of the company and toemployees in NKT Research & Innovation A/S with a right to subscribe for up tonominally DKK 2,176,500 shares in the company. No separate payment shall beeffected for the warrants. In accordance with article 3 B the Board ofDirectors has also passed a resolution regarding the related capital increase.The General Meeting's authorisation of April 3, 2003 stated in article 3 B ishereby reduced to nominally DKK 4,277,720. The warrants may be wholly or partly exercised to subscribe for shares sixweeks after the publication of the company's latest preliminary statement ofannual accounts for each of the years 2009, 2010 and 2011 (hereinafter referredto as "the period of exercise"). This means that the warrants may be exercisedfor the first time for the subscription of shares in 2009 in the period fromthe publication of the preliminary statement of annual accounts for 2008 andsix weeks onwards. The warrants may not be exercised for subscription of sharesoutside a period of exercise. After the expiry of the last period of exercise -i.e. in 2011, six weeks after the publication of the preliminary statement ofannual accounts for 2010 - non-exercised warrants shall automatically lapsewithout notice and without compensation. The period of exercise may be changedsolely by the Board of Directors, if required, in order to observe currentstock exchange rules, including prohibition against insider trading at the timeof exercise. The warrants only entitle the warrant holder to subscribe forshares in one transaction. Partial exercise of a warrant for subscription ofshares shall therefore result in a lapse of the remaining part of the warrant. The subscription price per share of nominally DKK 20 is set as a fixedsubscription price less any dividend approved by the general meeting of thecompany during the period from 1 January 2006 up to and including the date ofthe general meeting which is held immediately prior to the warrant holder'sexercise of the warrant and registration of the newly subscribed shares, cf.below. If newly subscribed shares convey entitlement to dividend at thecompany's general meeting during the year in which the warrant is exercised, noreduction in the subscription price shall be effected for dividend paid duringthe relevant year. The fixed subscription price per share of nominally DKK 20 is set as (i) DKK361.50 if subscription is effected in 2009, (ii) DKK 390.50 if subscription iseffected in 2010, and (iii) DKK 421.70 if subscription is effected in 2011. If,for example, a fixed yearly dividend of DKK 5 per share of nominally DKK 20 ispaid during the period up to 2011, the subscription price shall be adjustedaccordingly to DKK 391.70 in case of subscription in 2011, providedregistration of the new shares is effected after the company's general meetingin the relevant year without entitlement to dividend. The new shares, which may be subscribed for in accordance with the warrants,shall belong to the same class of shares as the existing shares and shall inall respects be subject to the same conditions as the existing shares. Theshares shall carry a right to dividend from the time of registration of the newsubscription with the Danish Commerce and Companies Agency. Registration will,in so far as this is possible, be effected after the ordinary general meetingin the relevant year and the shares will therefore not carry a right todividend until the following year. The warrants are further subject to article 3 C (1-9). However, (i) therequirement in article 3 C (3) shall be replaced by the following wording: 3.a    If the warrant holder terminates his/her employment prior to 1 January2009, the warrant holder's right to exercise his/her warrant shall ceasewithout warning and compensation. However, if the warrant holder terminateshis/her employment on grounds of gross misconduct by the employer, article 3(b) shall apply. 3.b   If the warrant holder is given notice of termination before 1 January2009 by the employer, or if the warrant holder's employment terminates after 1January 2009, the warrant holder shall be entitled to retain and exercisehis/her warrant according to the conditions contained herein. However, if theemployer terminates the warrant holder's employment on grounds of grossmisconduct including cases of immediate dismissal, article 3 (a) shall apply. 3.c    If, before 1 January 2009 the warrant holder (i) retires on a pensionafter reaching the age of 60; or (ii) the general ability to work on grounds ofill-health (i.e. physical or mental invalidity) has been permanently decreasedby two thirds (2/3) or more; (iii) or the warrant holder dies, the conditionsof article 3 (b) shall apply. 3.d   The Board of Directors of the Company is at its sole discretion entitledto decide on a departure from  the conditions of articles 3 (a) and 3 (b) infavour of the warrant holder, giving the warrant holder a right to retain andexercise his/her warrant irrespective of termination of the employment. Further, Article 3 C (4), distribution of extraordinary high dividend, shallnot apply to the warrants. Article 3 IIn accordance with article 3 B the Board of Directors of NKT Holding A/S has inJanuary 2007 decided to issue warrants to the employees of the company with aright to subscribe for up to nominally DKK 1,479,000 shares in the company. Noseparate payment shall be effected for the warrants. In accordance with article3 B the Board of Directors has also passed a resolution regarding the relatedcapital increase. The General Meeting's authorisation of April 3, 2003 statedin article 3 B is hereby reduced to nominally DKK 2,798,720. The warrants may be wholly or partly exercised to subscribe for shares twoweeks after the publication of the company's statement of annual accounts foreach of the years 2010, 2011 and 2012 (hereinafter referred to as "the periodof exercise"). This means that the warrants may be exercised for the first timefor the subscription of shares in 2010 in the period from the publication ofthe preliminary statement of annual accounts for 2009 and two weeks onwards.The warrants may not be exercised for subscription of shares outside a periodof exercise. After the expiry of the last period of exercise - i.e. in 2012,two weeks after the publication of the statement of annual accounts for 2011 -non-exercised warrants shall automatically lapse without notice and withoutcompensation. The period of exercise may be changed solely by the Board ofDirectors, if required, in order to observe stock exchange rules, includingprohibition against insider trading, in force at the time of exercise. Thewarrants only entitle the holder to subscribe for shares in one transaction.Partial exercise of a warrant for subscription of shares shall therefore resultin a lapse of the remaining part of the warrant. The subscription price per share of nominally DKK 20 is set as a fixedsubscription price less any dividend approved by the general meeting of thecompany during the period from 1 January 2007 up to and including the date ofthe general meeting which is held immediately prior to the warrantholder'sexercise of the warrant and registration of the newly subscribed shares, cf.below. If newly subscribed shares convey entitlement to dividend at thecompany's general meeting during the year in which the warrant is exercised, noreduction in the subscription price shall be effected for dividend paid duringthe relevant year. The fixed subscription price per share of nominally DKK 20 is set as (i) DKK617.00 if subscription is effected in 2010, (ii) DKK 666.40 if subscription iseffected in 2011, and (iii) DKK 719.70 if subscription is effected in 2012. If,for example, a fixed yearly dividend of DKK 8 per share of nominally DKK 20 ispaid during the period up to 2012, the subscription price shall be adjustedaccordingly to DKK 671.70 in case of subscription in 2012, providedregistration of the new shares is effected after the company's general meetingin the relevant year without entitlement to dividend. The new shares, which may be subscribed for in accordance with the warrants,shall belong to the same class of shares as the existing shares and shall inall respects be subject to the same conditions as the existing shares. Theshares shall carry a right to dividend from the time of registration of the newsubscription with the Danish Commerce and Companies Agency. The warrants are further subject to article 3 C (1-9). However, article 3 C (3) shall be replaced by the following wording: 3.a    If the warrantholder's employment is terminated before 1 January 2010based on the warrantholder's own termination thereof, the warrantholder's rightto exercise his/her warrant shall cease in full without warning andcompensation. However, if the warrantholder terminates his/her employment ongrounds of gross misconduct by the employer, article 3 (b) shall apply. 3.b   If the warrantholder's employment is terminated before 1 January 2010based on the employer's termination thereof, or if the warrantholder'semployment terminates after 1 January 2010, the warrantholder shall be entitledto retain and exercise his/her warrant in full according to the conditionscontained herein. However, if the employer terminates the warrantholder'semployment on grounds of gross misconduct by the warrantholder, including casesof immediate dismissal, article 3 (a) shall apply. 3.c    If, before 1 January 2010  the warrantholder retires due to (i) old-agepension; or (ii) the general ability to work on grounds of ill-health (i.e.physical or mental invalidity) has been permanently decreased by two thirds(2/3) or more; or (iii) the warrantholder dies, the conditions of article 3 (b)shall apply. 3.d   The Board of Directors of the Company is at its sole discretion entitledto decide on a departure from  the conditions of articles 3 (a) and 3 (b) infavour of the warrantholder, giving the warrantholder a right to retain andexercise his/her warrant irrespective of termination of the employment. Further, Article 3 C (4) (last bullit point) concerning distribution ofextraordinary high dividend shall not apply to the warrants. Article 3 JFor a period of 5 years until 11 April 2012 by the decision of the Board ofDirectors the Company may by one or more issues raise loans against bonds orother financial instruments with a right for the lender to convert his claim tonominally DKK 44,000,000 as a maximum, corresponding to a number of 2,200,000new shares (convertible loans). Convertible loans may be raised in DKK or theequivalent in foreign currency computed at the rates of exchange ruling at theday of loan. The Board of Directors is also authorized to effect theconsequential increase of the capital. Convertible loans may be raised againstpayment in cash or in other ways. The Board of Directors may decide to departfrom the shareholders' pre-emption right. If the shareholders' pre-emptionright is deviated from the convertible loans shall be offered at a subscriptionprice and a conversion price that in the aggregate at least corresponds to themarket price of the shares at the time of the decision of the Board ofDirectors. The time limit for conversion may be fixed for a longer period than5 years after the raising of the convertible loan. The terms for raising ofconvertible loans shall be determined by the Board of Directors, including loanterms and the rules for conversion of the loans as well as the holder's legalposition in case of capital increase, capital decrease, raising of newconvertible loans, dissolution, merger or demerger of the company before theexpiry of the right of conversion. Time and terms for the capital increaseshall be decided by the Board of Directors observing the rules in sub-article 2below. If the Board of Directors exercises the authorization granted in sub-article 1above, new shares shall be issued to bearer and carry dividend as of a date tobe fixed by the Board of Directors. No restrictions shall apply as to thepre-emption right of the new shares, and shall rank pari passu with theexisting shares with respect to rights, redeemability and negotiability. TheBoard of Directors is authorized to amend the Articles of Association necessaryin connection with the capital increases being effected. Article 4Shares for which no application for registration has been filed with the DanishSecurities Centre and the related coupons may be cancelled in accordance withthe statutory rules on cancellation. Coupons for shares for which no application for registration has been filedwith the Danish Securities Centre shall become invalid five (5) years after thedate of maturity. Dividend that has not been cashed shall accrue to thecompany's reserves according to resolution made by the board of directors. Article 5None of the shares shall carry special rights. No shareholder shall be bound tolet its shares be wholly or partially redeemed. The shares shall be negotiableinstruments and no restrictions shall apply to the negotiability of the shares. III   General Meeting Article 6Within the limits established by law the general meeting shall have supremeauthority in all company matters. General meetings shall be held in the Danish Capital Region (RegionHovedstaden) at a place decided by the Board of Directors. General meetings shall be called by the Board of Directors not earlier thanfour weeks and not later than eight days before the general meeting bynotification in the electronic information system of the Danish Commerce andCompanies Agency and by ordinary letter to all shareholders registered in theregister of shareholders. Proposals for resolutions at the ordinary general meeting may be submitted byany shareholder, but such proposals must have been forwarded to the company'sboard of directors before 15 March of each year. The agenda shall be stated in all notices calling a general meeting. Ifproposals are submitted which require a qualified majority in order to bepassed the principal contents of the proposal shall be indicated in the noticecalling the meeting. If, as a result of such proposal, a resolution has to bepassed in pursuance of section 79, subsections 1 or 2, the notice calling themeeting shall comprise the full wording of the proposal for the amendment tothe articles of association. The ordinary general meeting shall be held before the end of April of each year.An extraordinary general meeting shall be held according to decision by thegeneral meeting, the board of directors or the auditor. An extraordinarygeneral meeting shall be called within two weeks for consideration of aspecific issue when requested in writing by shareholders that control at least1/10 of the share capital No later than eight days before any general meeting, the agenda together withthe full proposals to be presented shall be available for inspection by theshareholders at the Company's office and, with respect to the ordinary generalmeeting, also the annual report containing the annual accounts and consolidatedaccounts signed by the Board of Directors and Management, and also theirreports. The documents shall also be forwarded to any registered shareholderupon request. The company may decide that the complete annual report shall only be forwardedto the shareholders in electronic form. The annual report will be published onthe company's website www.nkt.dk and will be forwarded by electronic mail to any registeredshareholders who have requested it and informed the company of their e-mailaddress. System requirements and the procedure for sending the report by e-mailwill be published on the company's website. If the complete annual report isonly forwarded electronically, the company shall send a paperbased summary tothe registered shareholders who have requested it, including registeredshareholders who have previously received the complete annual report in apaper-based version. The shareholders shall be informed when it is decided bythe company only to forward the complete annual report electronically. Article 7The agenda for the ordinary general meeting shall comprise: 1.	Report by the board of directors on the company's activities in the past year2.	Presentation of the annual report, containing the annual and consolidatedaccounts, the statements of the management and board of directors, theauditor's report, and reviews for the year. 3.	Adoption of the annual report4.	Proposal by the board of directors for the distribution of profit5.	Resolution regarding discharge of obligations of management and board ofdirectors 6.	Remuneration of the board of directors7.	Election of board members8.	Election of one or more public accountants 9.	Any other proposals from the board of directors or the shareholders.Article 8General meetings shall be conducted by a chairman appointed by the board ofdirectors, who does not have to be a shareholder and who shall decide allquestions regarding the way in which business is transacted and votes arecarried out, with due consideration for the rules of the Danish Companies Act.Minutes of general meetings shall be elaborated and shall be fully valid asevidence when signed by the chairman of the meeting. Any shareholder shall be entitled to attend the general meeting if theshareholder, not later than five working days before the general meeting, hasobtained a pass at the company's office or at another place indicated in thenotice calling the meeting.  Passes are issued to anyone who is registered asshareholder according to the share register. Shareholders who are notregistered in the share register shall, in order to receive a pass, obtain adeposit slip, which must not be more than 14 days old, from the DanishSecurities Centre or the place of deposit as documentation for theshareholding. Any share amount of DKK 20.00 shall carry one vote at the general meeting.However, with respect to shares which have been acquired by transfer the votingright may only be exercised if the share has been registered in the shareregister or if the shareholder has reported and documented its acquisition ofthe share prior to the calling of the general meeting at which the voting rightis to be exercised. Article 9All matters shall in general be decided by the general meeting by simplemajority. In order to pass resolutions concerning amendments to the company'sarticles of association, increase of the share capital or dissolution or mergerof the company, at least 2/3 of both the votes cast and the voting sharecapital represented at the general meeting shall be in favour of the proposalunless a larger majority is required by law. IV  Board of Directors and Management  Article 10The board of directors shall be elected by the general meeting among theshareholders except for board members who are elected by the employeesaccording to the Danish Companies Act. The part of the board that is elected bythe general meeting shall consist of at least five and not more than eightmembers. The board members elected by the general meeting shall resign each year at theordinary general meeting. Re-election may take place. The board members shall receive an annual fee fixed by the general meeting. Theboard may delegate special duties to one or several of its members and decidethat a fee is to be received for the performance of such duties. Article 11The board of directors shall employ a management consisting of one or severalmanagers. Article 12The board of directors and the management shall be responsible for themanagement and organisation of the company's business in accordance with therules of the Danish Companies Act. The management shall be responsible for the day-to-day management of thecompany in accordance with the guidelines and directions established by theboard of directors. The day-to-day management shall not include transactions ofan unusual nature or of significant importance considering the affairs andconditions of the company. Article 13From among its members the board of directors shall appoint a chairman and adeputy chairman, who shall act as chairman in his absence. Unless otherwise provided by the rules of procedure for the board of directors,any questions shall be decided by simple majority. In case of parity of votesthe chairman's vote shall be decisive. No valid resolution can be passed unlessmore than half of all members, including the chairman or the deputy chairman,are present. Article 14The power to bind the company shall be vested in  the chairman together with one other member of the board of directors ortogether with one manager, or the deputy chairman together with two members of the board of directors ortogether with one manager, or two managers jointly. The board of directors may grant power of procuration.V   Audit Article 15The general meeting elects until next year's general meeting one or morestate-authorised public accounts. The auditors shall keep an audit report book to be submitted at every boardmeeting. Any additions to this book shall be signed by all board members. VI  Annual Report Article 16The Company's financial year shall be the calendar year. The annual accountsand consolidated accounts contained in the annual report shall be laid out in astructured manner in accordance with the legislation and shall give a true andfair view of the Company's and the Group's assets and liabilities, theirfinancial position and profit/loss. Article 17The profit shall be allocated for dividend to the shareholders orappropriations according to proposal by the board. ---oo0oo---Thus amended on April 19, 2007