A R T I C L E S O F A S S O C I A T I O N
MONBERG & THORSEN A/S
(CVR 12 61 79 17)
Name, registered office and objects
The name of the Company is MONBERG & THORSEN A/S.
The Company also operates under the secondary names of Alfred Benzon A/S (MONBERG & THORSEN A/S) and Monberg & Thorsen Holding A/S (MONBERG & THORSEN A/S).
The objects for which the Company is established are to own shares in other public limited companies.
In addition, the Company may participate in industrial and commercial enterprises, engineering and contracting activities and ancillary activities in Denmark and abroad.
The Company may own real property.
The share capital of the Company is DKK 71,700,000, consisting of DKK 15,360,000 ‘A’ shares and DKK 56,340,000 ‘B’ shares.
The share capital is divided into shares of DKK 20 or multiples thereof.
a) Each ‘A’ share of DKK 20 shall entitle the holder to 10 (ten) votes. Each ‘B’ share of DKK 20 shall entitle the holder to 1 (one) vote.
b) Any increase in the Company’s share capital with ‘A’ shares and ‘B’ shares against settlement in cash shall be made in accordance with the ratio between the two classes of shares at the time of such increase, with ‘A’ shareholders having pre-emption right to subscribe for new ‘A’ shares and ‘B’ shareholders to subscribe for new ‘B’ shares.
However, the capital may be increased exclusively with ‘B’ shares, provided such increase is approved by the whole of the ‘A’ share capital.
c) On the motion of the Board of Directors the shareholders in General Meeting may carry an increase of the share capital without any preemption right for the existing shareholders, provided the increase is made as part of payment for a full or partial acquisition of a going concern.
In that case, the increase shall be in the form of ‘B’ shares only, unless a resolution is adopted by the shareholders in General Meeting to the effect that the increase shall be in the form of ‘A’ shares and ‘B’ shares in the same ratio as at the time of the increase.
The pre-emption right shall not be transferable to a third party.
Authority to increase the share capital
Notwithstanding the rules in Article 4, the Company’s share capital may be increased by one or more issues by up to DKK 20 million by increase of the ‘B’ share capital alone, as determined by the Board of Directors with respect to time and terms and conditions. The increase may be effected without any preemption right for the Company’s existing shareholders, provided the increase is made as payment for the Company’s acquisition of a going concern or of specific assets.
New ‘B’ shares issued in pursuance of the authority thus granted shall be negotiable instruments and shall be issued to bearer, but may be registered in the name of the holder in the Company’s Register of Shareholders.
This authority shall expire on 27 April 2015.
Restrictions in the negotiability of shares
a) In the event of a shareholder wishing to sell or give away one of more ‘A’ shares, these shall be offered to the Board of Directors on behalf of the other ‘A’ shareholders at a price which must not exceed the average of the prices established as buying prices for the shares on Nasdaq OMX Copenhagen A/S during the three months preceding the offer plus 5%. The offer shall be accompanied by a certificate from a bank or a stockbroker concerning the said average price. The Board of Directors shall notify shareholders with a pre-emption right forthwith in writing about any offer received. The preemption right shall be conditional upon acquisition of the whole of the shareholding offered. If there has been no trading during the three preceding months, the ‘A’ shares to be sold shall be offered at a price not exceeding the probable value established by Nasdaq OMX Copenhagen A/S as buying price for the ‘B’ shares on the basis of one month’s offering and according to a certificate from a stockbroker plus 5%. The Board of Directors shall inform the shareholder concerned, within thirty days of receipt of such an offer, as to whether any of the other ‘A’ shareholders wish to acquire the shareholding in question.
If the other ‘A’ shareholders do not exercise their pre-emption right to buy the ‘A’ shares offered for sale, the shareholder who wishes to sell shall be entitled to sell the whole of the shareholding within a period of three months to one or more third parties at a price which is not lower than the price which the other shareholders are willing to offer.
b) If several of the other ‘A’ shareholders wish to buy the ‘A’ shares offered, the shareholding shall be divided between them pro rata on the basis of the number of ‘A’ shares already held by them, unless otherwise agreed.
c) Similar rules shall apply in the case of compulsory sale through an insolvent estate, other form of estate administration or proceedings taken by creditors individually.
d) Exempt from the above provisions are the passing of shares to heirs of the body or family foundations.
e) There shall be no restrictions on the negotiability of the ‘B’ shares.
a) ‘A’ shares shall be registered in the name of the holder, be transferable to name only, and shall be registered in the name of the holder in the Company’s Register of Shareholders, which shall be kept by the Company.
The ‘A’ shares shall be non-negotiable instruments.
‘B’ shares shall be issued to bearer, but may be registered in the name of the holder in the Company’s Register of Shareholders, which shall be kept by VP Investor Services A/S.
The ‘B’ shares shall be negotiable instruments.
‘B’ shares shall be issued and registered through VP Securities A/S.
b) If one or more shares are lost, the lost share(s) may be replaced at the holder’s expense as soon as he provides the Company with proof of legal cancellation of the lost share(s). Such proof may be obtained in accordance with the rules on cancellation without order of the court.
c) The annual dividend to both ‘A’ shareholders and ‘B’ shareholders shall be paid when the annual report has been adopted by the shareholders in General Meeting. Dividend to ‘A’ shareholders shall be sent to the address given by them in the Register of Shareholders. Dividend to ‘B’ shareholders shall be paid through VP Securities A/S in accordance with the rules in force at any time.
d) No shareholder shall be under an obligation to have his shares redeemed either wholly or in part.
e) No shares shall carry special rights, except as provided herein with respect to the voting rights attaching to ‘A’ shares and ‘B’ shares (Article 4), the pre-emption right of the ‘A’ shareholders and ‘B’ shareholders in connection with increases of the share capital (Articles 4 and 5), the negotiability of the ‘A’ shares (Article 6) and the right to dividends (Article 20).
a) General Meetings shall be convened by the Board of Directors, specifying the business to be transacted at the General Meeting, by notice on the Company’s website of not less than three weeks and not more than five weeks, including the date of such notification and the date of the General Meeting, and by letter or e-mail to shareholders registered in the Register of Shareholders.
The Annual General Meeting shall be held every year before the end of April.
General Meetings shall be held in Greater Copenhagen.
b) An Extraordinary General Meeting shall be held whenever deemed appropriate by the Board of Directors, the auditor or the shareholders in General Meeting. In addition, an Extraordinary General Meeting shall be convened within 2 weeks of receipt of a request in writing, for consideration of a specific item of business, from shareholders representing at least 10% of the ‘A’ share capital or the ‘B’ share capital or 5% of the entire share capital.
Resolutions proposed by the shareholders for the agenda of the Annual General Meeting shall be included in the agenda if received in writing by the Board of Directors by the end of February, although not later than six weeks before the date of the General Meeting, including the day of the General Meeting:
The following information shall be made available on the Company’s website for a consecutive period of three weeks starting not later than three weeks before the date of the General Meeting, including the date of the General Meeting:
1. The notice of meeting.
2. The total number of shares and voting rights at the date of the notice of meeting, including the total number for each share class.
3. The documents to be presented at the General Meeting.
4. The agenda and the complete resolutions to be proposed.
5. If relevant, the forms to be used for voting by proxy and by post, unless these forms are sent directly to shareholders.
The shareholders may put questions in writing concerning the agenda or documents for use for the General Meeting not later than ten days before the date of the General Meeting.
a) General Meetings shall be presided over by a Chairman nominated by the Board of Directors who need not be a shareholder and who shall decide all questions relating to the proceedings, voting, etc.
b) Minutes of the proceedings at General Meetings shall be made in a minute book, which shall be signed by the Chairman of the meeting.
The agenda of the Annual General Meeting shall include the following items of business:
1. To receive the Board of Directors’ report on the Company’s activities in the past year.
2. To consider and, if thought fit, adopt the audited annual report.
3. To consider and, if thought fit, pass a resolution for the application of the profit or covering of the loss according to the adopted annual report.
4. To consider and, if thought fit, pass any resolutions proposed by the Board of Directors or shareholders.
5. To elect members to the Board of Directors.
6. To appoint 1 auditor, who shall be a state-authorised public accountant, for the period until the next Annual General Meeting.
a) Only resolutions included in the agenda may be decided at General Meetings.
b) Resolutions at General Meetings shall be decided by simple majority of the votes cast, except in the cases in which special rules are prescribed in the Danish Companies Act with respect to representation and majority.
c) However, resolutions on amendment of the Company’s Articles of Association and the winding-up of the Company shall only be valid if two thirds of the entire share capital are represented at the General Meeting and if two thirds of both the votes cast and of the voting share capital represented at the General Meeting vote in favour of the resolution.
d) In the event of a resolution being passed by two thirds of the votes cast, without a sufficient number of votes being represented, the Board of Directors shall convene a new General Meeting within one month, at which the resolution may be passed if two thirds of both the votes cast and of the voting share capital represented at the General Meeting vote in favour of it, regardless of the number of shares represented.
a) Any shareholder shall be entitled to attend the General Meeting, provided he has made a request for and obtained an admission card at the Company’s offices or by contacting the Company electronically not later than three days prior to the Meeting. Proof that the person is a shareholder shall be provided by presentation of or sending an extract from the VP Securities A/S which must not be more than one month old. The admission card shows the number of votes to which the shareholder concerned is entitled.
b) Only shareholders that are registered as shareholders not later than one week before the General Meeting shall be entitled to vote.
c) Shareholders shall be entitled to vote by proxy, who need not be a shareholder, provided a written, dated form of proxy has been produced at the Company’s offices, either by personal appearance or electronically, not later than two working days prior to the General Meeting or at the time the admission card is collected. Proxy to members of the Company’s management may be granted for one year only. A form of proxy issued in respect of the first General Meeting shall also be valid for subsequent General Meetings, unless revoked in writing to the Board of Directors.
The Company may elect for communications from the Company to individual shareholders to be electronic only, including by e-mail, and for general announcements to be available to shareholders on the Company’s website www.monthor.com, unless otherwise provided in the Danish Companies Act. The Company may communicate with individual shareholders by ordinary post at any time as a supplement or alternative to electronic communications.
Notices to shareholders of Annual General Meetings or Extraordinary General Meetings, including the complete resolutions to be proposed in respect of amendments to the Articles of Association, distribution of agenda, annual reports, Company Announcements, admission cards and other general information from the Company to shareholders, may be sent electronically by the Company to shareholders, including by e-mail. Apart from admission cards to General Meetings, the documents referred to in the foregoing will also be available on the Company’s website www.monthor.com.
The Company is under obligation to request an electronic address from registered shareholders to which announcements, etc., can be sent. Each shareholder is responsible for ensuring that the Company is in possession of the shareholder’s correct electronic address.
Shareholders can find further information on the requirements concerning the systems used and on the procedure in connection with electronic communication on the Company’s website www.monthor.com.
Board of Directors and Executive Board
a) The shareholders in General Meeting shall elect 3-6 members to the Company’s Board of Directors. The members of the Board of Directors shall also include the employee representatives, if any, elected pursuant to the provisions in the Danish Companies Act.
b) At the Annual General Meeting each year, all members of the Board of Directors shall retire by rotation. Retiring members are eligible for re-election.
c) The Board of Directors shall elect from among their own number a Chairman and possibly a Deputy Chairman who, in the absence of the Chairman, shall take his place in all respects.
d) The Board of Directors shall determine its own rules of procedure for the discharge of its duties.
e) Board members shall receive an annual fee, the size of which shall be stated in the annual report for the year in question. The Chairman and Deputy Chairman of the Board of Directors shall receive an annual supplement equivalent to two and one times respectively the remuneration received by the members of the Board of Directors.
f) The Board of Directors’ proposal for remuneration of the members of the Board of Directors for the current financial year shall be submitted to the shareholders at the Annual General Meeting.
The Board of Directors shall appoint an Executive Board. The Executive Board shall consist of up to two Managers, one of whom shall be President and CEO.
The Company shall be bound by the joint signatures of the Chairman of the Board of Directors or the Deputy Chairman of the Board of Directors or the President and CEO and a Manager or a member of the Board of Directors.
Guidelines concerning incentive pay for members of the Executive Board and the Board of Directors have been adopted, cf. Section 139(2) of the Danish Public Companies Act. The guidelines can be viewed on the Company’s website.
The Company’s financial year is the calendar year.
a) The shareholders in General Meeting shall decide on the distribution of dividend.
b) Dividend of up to 5% shall be paid to the ‘B’ shareholders in priority of any other dividend payments. The dividend is cumulative – although cumulative dividends shall be payable for a maximum of three years prior to the year in which the cumulative dividend is passed, and financial years prior to a financial year in which cumulative dividends for three preceding years have been passed shall not be included for the purpose of later cumulative dividends.
c) When any remaining cumulative dividend from prior years has been paid to the ‘B’ shareholders, together with an additional 5% for the current year, dividend of up to 5% shall be paid to the ‘A’ shareholders.
d) The ‘A’ shareholders and the ‘B’ shareholders shall participate in any dividend in excess of 5% on an equal footing.
In the event of the Company being wound up, the ‘A’ shares and the ‘B’ shares shall participate in the distribution to the shareholders on an equal footing, although the rules in Article 18 above on the entitlement of the ‘B’ shareholders to cumulative dividends, if any, shall apply correspondingly.
Adopted at the Company’s Annual General Meeting on 30 April 2003 with amendments on 27 August 2003, 23 April 2007, 28 April 2008, 29 April 2009, 27 April 2010, 27 April 2011, 17 April 2012 and 7 April 2016.