 31/08/2010 |
Articles of association (pdf) |
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.
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.
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.
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 share