(1) The share capital can be increased at the Board of Directors' discretion in respect of time and terms in one or more issues of new shares up to an amount of DKK 20,370,410 nominal value (20,370,410 shares).
The authorisation shall remain in force until 1 May 2011, and it may be extended by the General Meeting for one or more periods of up to five years each.An increase of the share capital may be executed by cash payment as well as in other ways. The increase may be effected without pre-emptive rights to the Company's existing shareholders, provided that the shares are offered for subscription at market price, or as consideration for the Company's takeover of an existing undertaking or certain assets at a value corresponding to the value of the shares issued. In all cases other than those set out in the previous sentence, the Company's existing shareholders shall be entitled to subscribe for the new shares on a pro rata basis in proportion to their shareholding.
(2) Furthermore, until 1 January 2011 the Board of Directors is authorised to increase the share capital in one or more issues and without pre-emptive rights to existing shareholders, by up to a total nominal amount of DKK 1,776,895 (1,776,895 shares) in connection with the offering of such new shares to the employees of the Company and its affiliated companies. The new shares are issued at a subscription price to be determined by the Board of Directors, which price may be at a discount to market prices. (3) Furthermore, until 1 January 2011 the Board of Directors shall be authorised to carry out one or more issues of warrants without pre-emptive rights to existing shareholders, by up to a total nominal amount of DKK 368,000 (368,000 shares) to key employees and/or Board Members of the Company and of companies affiliated with the Company. However, the grant of warrants to the Board Members to subscribe shall not exceed a total nominal amount of DKK 41,000 (41,000 shares). No consideration shall be paid in respect of the grant of warrants. In the period until 1 January 2011, the Board of Directors shall be authorised to carry out in one or more issues a capital increase without pre-emptive rights to existing shareholders and against cash payment, by up to a total nominal amount of DKK 368,000 in connection with the exercise of warrants at a price to be determined by the Board of Directors, which price may be at a discount to market prices. (4) In the event of capital increases pursuant to Articles 3(1)-3(3), the new shares shall be registered in the name of the shareholder and recorded in the Company's register of shareholders. The shares are negotiable instruments and in every respect carry the same rights as existing shares, including redemption rights and restrictions on transferability of the shares. The new shares shall carry a right to dividend from such date as may be determined by the Board of Directors, however, not later than from the first financial year following the capital increase. Any other terms and conditions governing the warrants issued and the capital increases effected in accordance with the authorisations laid down in Articles 3(1)-3(3) shall be determined by the Board of Directors. Back to overview