Articles of Association
of
TopoTarget A/S
(Registration no 25 69 57 71)
NAME, REGISTERED OFFICE AND OBJECTS OF THE COMPANY:
Article 1
The Company's name is TopoTarget A/S.
Article 2
The Company‘s registered office is situated in the municipality of Copenhagen.
Article 3
The object of the Company is to develop ideas and preparations for the
combating of disease medically, to manufacture and sell such preparations or
ideas, to own shares of companies with the same objects and to perform
activities in natural connection with these objects.
THE COMPANY'S SHARE CAPITAL:
Article 4
The Company's share capital is nominal DKK 132,652,050 divided into shares of
DKK 1 each and multiples hereof. The share capital has been fully paid up.
WARRANTS:
Article 5
The Board of Directors has pursuant to authorisations from the General Meeting
of 10 August 2001 and 20 December 2002 to issue warrants to employees, board
members, consultants and advisors in the Company and its subsidiary TopoTarget
UK Ltd., and to carry out the capital increases connected with exercise of
warrants, issued in aggregate nominal DKK 174,256 warrants, which after the
issuance of bonus shares pursuant to resolution by the general meeting on 25
June 2004 has been adjusted to nominal DKK 2,091,072 (after adjustment 2 July
2009 nominal DKK 2,879,295). The Board of Directors has exercised the
authorisations and issued warrants and determined the terms and conditions -
when the adjustment of the warrants due to the issuance of bonus shares is
taken into consideration - as follows:
On 10 august 2001 the Board of Directors resolved to issue 158,988 (after
adjustment 2 July 2009 nominal DKK 218,918) warrants and to adopt the
corresponding increase of share capital. The terms and conditions of the issued
warrants have been adopted as Exhibit 1 to the Articles of Association and
shall form an integral part thereof.
On 20 November 2001 the Board of Directors resolved to issue 389,472 (after
adjustment 2 July 2009 nominal DKK 536,282) warrants and to adopt the
corresponding increase of share capital. The terms and conditions of the issued
warrants have been adopted as Exhibit 1 to the Articles of Association.
On 26 March 2003 the Board of Directors resolved to issue 539,700 (after
adjustment 2 July 2009 nominal DKK 743,128) warrants and to adopt the
corresponding increase of share capital. The terms and conditions of the issued
warrants have been adopted as Exhibit 1 to the Articles of Association.
On 26 March 2003 the Board of Directors resolved to issue 111,828 (after
adjustment 2 July 2009 nominal DKK 153,981) warrants and to adopt the
corresponding increase of share capital. The terms and conditions of the issued
warrants have been adopted as Exhibit 2 to the Articles of Association, except
that the exercise price shall be DKK 6.05, i.e. 1 warrant shall give the right
to subscribe for nominal DKK 1 share against a cash contribution of DKK 6.05.
Exhibit 2 shall hereafter form an integral part of the Articles of Association.
On 26 March 2003 the Board of Directors resolved to issue 92,892 (after
adjustment 2 July 2009 nominal DKK 127,907) warrants and to adopt the
corresponding increase of share capital. The terms and conditions of the issued
warrants have been adopted as Exhibit 1 to the Articles of Association, except
that the exercise price shall be DKK 12.22, i.e. 1 warrant shall give the right
to subscribe for nominal DKK 1 share against a cash contribution of DKK 12.22.
On 26 March 2003 the Board of Directors resolved to issue 338,556 (after
adjustment 2 July 2009 nominal DKK 466,174) warrants and to adopt the
corresponding increase of share capital. The terms and conditions of the issued
warrants have been adopted as Exhibit 2 to the Articles of Association.
On 6 May 2004 the Board of Directors resolved to issue 288,036 (after
adjustment 2 July 2009 nominal DKK 396,610) warrants and to adopt the
corresponding increase of share capital. The terms and conditions of the issued
warrants have been adopted as Exhibit 1 to the Articles of Association, except
that the exercise price shall be DKK 12.22, i.e. 1 warrant shall give the right
to subscribe for nominal DKK 1 share against a cash contribution of DKK 12.22.
On 6 May 2004 the Board of Directors resolved to issue 171,600 (after
adjustment 2 July 2009 nominal DKK 236,284) warrants and to adopt the
corresponding increase of share capital. The terms and conditions of the issued
warrants have been adopted as Exhibit 2 to the Articles of Association.
On 11 March 2005 the General Meeting resolved to issue 452,088 warrants and to
adopt the corresponding increase of share capital. The terms and conditions of
the issued warrants have been adopted as Exhibit 3 to the Articles of
Association.
On 16 September 2005 the Board of Directors resolved to exercise the
authorisation under article 6 hereof to issue 1,076,176 (after adjustment 2
July 2009 nominal DKK 1,481,837) warrants and to adopt the corresponding
increase of share capital. The authorisation under article 6 hereof is
therefore reduced from a denomination of 2,076,176 to a denomination of
1,000,000. The terms and conditions of the issued warrants have been adopted as
Exhibit 4 to the articles of association and shall form an integral part
hereof. The exercise price has been determined to 17.53 and 1 warrant therefore
gives the right to subscribe nominal DKK 1 share against cash contribution of
DKK 17.53.
On 5 October 2006 the Board of Directors resolved to exercise the authorisation
under article 6 hereof to issue 870,000 (after adjustment 2 July 2009 nominal
DKK 1,197,944) warrants and to adopt the corresponding increase of share
capital. The authorisation under article 6 hereof is therefore reduced from a
denomination of 1,000,000 to a denomination of 130,000. The terms and
conditions of the issued warrants have been adopted as Exhibit 4 to the
articles of association and shall form an integral part hereof. The exercise
price has been determined to DKK 23.80 and 1 warrant therefore confers the
right to subscribe nominal DKK 1 share against cash contribution of DKK 32.80.
On 27 September 2007 the Board of Directors resolved to exercise the
authorisation under articles 6 and 6a hereof to issue 1,130,000 warrants and to
adopt the corresponding increase of share capital. The authorisations under
articles 6 and 6a hereof are hereafter exercised fully. The terms and
conditions of the issued warrants have been adopted as Exhibit 4 to the
articles of association and shall form an integral part hereof. The exercise
price has been determined to DKK 17.42 and 1 warrant therefore confers the
right to subscribe nominal DKK 1 share against cash contribution of DKK 17.42.
On 30 January 2009 the Board of Directors resolved to exercise the
authorisation under article 6b hereof to issue 1,272,500 (after adjustment 2
July 2009 nominal DKK 1,752,165) warrants and to adopt the corresponding
increase of share capital. The authorisation under article 6b hereof is
hereafter reduced to 77,500 warrants. The terms and conditions of the issued
warrants have been adopted as Exhibit 4 to the articles of association and
shall form an integral part hereof. The exercise price has been determined to
DKK 3.20 and 1 warrant therefore confers the right to subscribe nominal DKK 1
share against cash contribution of DKK 3.20.
On 26 March 2010 the Board of Directors resolved to exercise the authorisations
under articles 6b and 6d hereof to issue 142,750 warrants and to adopt the
corresponding increase of share capital. The authorisation under article 6b
hereof is hereafter reduced to 0 warrants and is deleted from the articles. The
authorisation under article 6d is hereafter reduced to 1,284,750 warrants. The
terms and conditions of the issued warrants have been adopted as Exhibit 4 to
the articles of association and shall form an integral part hereof. The
exercise price has been determined to DKK 5.29 and 1 warrant therefore confers
the right to subscribe nominal DKK 1 share against cash contribution of DKK
5.29.
Article 5a
On 17 April 2002 the Company's employees exercised 15,600 warrants (as adjusted
after issuance of bonus shares on 25 June 2004) and subscribed for nominal DKK
15,600 (as adjusted after the issuance of bonus shares on 25 June 2004) shares
in the Company.
On 4 August 2005 the Board of Directors resolved to increase the Company's
share capital with nominal DKK 14,400 shares in connection with exercise of
14,400 warrants.
On 18 January 2006 the Board of Directors resolved to increase the Company's
share capital with nominal DKK 496,860 shares in connection with exercise of
496,860 warrants.
On 7 April 2006 the Board of Directors resolved to increase the Company's share
capital with nominal DKK 236,956 shares in connection with exercise of 236,956
warrants.
On 16 August 2006 the Board of Directors resolved to increase the Company's
share capital with nominal DKK 452,088 shares in connection with exercise of
452,088 warrants.
On 1 September 2006 the Board of Directors resolved to increase the Company's
share capital with nominal DKK 405,415 shares in connection with exercise of
405,415 warrants.
On 30 March 2007 the Board of Directors resolved to increase the Company's
share capital with nominal DKK 21,600 shares in connection with exercise of
21,600 warrants.
On 9 April 2010 the Company's employees exercised 43,030 warrants (number shown
adjusted after the rights issue in July 2009) and subscribed for nominal DKK
43,030 shares.
There are 6,604,434 outstanding warrants, which have not been exercised (number
shown as adjusted after the rights issue in July 2009).
Article 6
The Board of Directors' authorisation to issue warrants pursuant to this
article has on 27 September 2007 been exercised fully.
Article 6a
The Board of Directors' authorisation to issue warrants pursuant to this
article has on 27 September 2007 been exercised fully.
Article 6b
The Board of Directors' authorisation to issue warrants pursuant to this
Article has on 26 March 2010 been exercised fully.
Article 6c
At the Annual General Meeting held on 22 April 2010, the shareholders approved
general guidelines for incentive remuneration of the company's Board of
Directors and Management.
Article 6d
In the period until 20 April 2014, the Board of Directors is authorised to make
one or more issues of up to a total of 1,284,750 warrants, each entitling the
holder to subscribe for one share of DKK 1 nominal value in the Company and to
make the relevant capital increases.
The warrants may be issued to employees, the Management, board members,
consultants or advisors to the Company and its subsidiaries without pre-emptive
rights for the Company's shareholders. The exercise price for warrants issued
under the authorisation shall correspond at least to the market price of the
Company's shares at the date of issuance of the warrants. The other terms
relating to warrants issued under the authorisation shall be fixed by the Board
of Directors.
Article 6e
In the period until 21 April 2015, the Board of Directors is authorised to make
one or more issues of up to a total of 1,980,000 warrants, each entitling the
holder to subscribe for one share of DKK 1 nominal value in the Company and to
make the relevant capital increases.
The warrants may be issued to employees, the Management, board members,
consultants or advisors to the Company and its subsidiaries without pre-emptive
rights for the Company's shareholders. The exercise price for warrants issued
under the authorisation shall correspond at least to the market price of the
Company's shares at the date of issuance of the warrants. The other terms
relating to warrants issued under the authorisation shall be fixed by the Board
of Directors.
AUTHORISATION TO INCREASE THE SHARE CAPITAL:
Article 7
The Board of Directors is until 21 April 2015 authorised at one or more times
to increase the Company's share capital with up to nominal DKK 13,260,902.
Capital increases according to this authorisation can be carried out by the
Board of Directors by way of contributions in kind (including e.g. acquisitions
of existing businesses), conversion of debt and/or cash contributions and can
be carried out with or without pre-emptive subscription rights for the
Company's shareholders at the discretion of the Board of Directors.
The new shares shall be negotiable shares issued to bearer, but may be recorded
in the name of the holder. The new shares shall not have any restrictions as to
their transferability and no shareholder shall be obliged to have the shares
redeemed fully or partly. The shares shall be with the same rights as the
existing share capital. The new shares shall give rights to dividends and other
rights in the Company from the time which is determined by the Board of
Directors in connection with the decision to increase the share capital.
THE COMPANY'S SHARES:
Article 8
The Company's shares shall be bearer shares, but may be recorded in the name of
the holder in the Company's Register of Owners. The Company's Register of
Owners shall be kept and maintained by Computershare A/S Kongevejen 418,
DK-2840 Holte.
The Company's shares are issued through VP Securities Services and dividends
are in accordance with the rules applicable from time to time for VP Securities
Services paid by way of transfer to accounts designated by the shareholders.
The Company's shares are negotiable instruments.
No shares shall carry special rights.
No shareholder shall be obliged to have his shares redeemed in whole or in part
by the Company or others.
GENERAL MEETINGS:
Article 9
General Meetings of the Company shall be held in Copenhagen municipality or in
the Greater Copenhagen area.
General Meetings shall be convened with a notice of a minimum 3 weeks and a
maximum of 5 weeks by publication in the Commerce and Companies Agency's
computerised information system and at the Company's webpage. A convening
notice shall, furthermore, be forwarded in writing by ordinary mail to all
shareholders recorded in the Register of Owners who have requested such
notification. The convening notice shall contain the agenda for the General
Meeting. If the agenda contains proposals, the adoption of which require a
qualified majority, the convening notice shall contain a specification of such
proposals and their material contents.
Article 10
The Annual General Meeting shall be held within 4 months after the expiry of
the accounting year.
Proposals from shareholders shall in order to be considered at the annual
General Meeting be filed in writing with the Board of Directors at the latest 6
weeks before the annual General Meeting. If a motion is filed later than 6
weeks before the General Meeting the Board decides whether the motion was filed
in such timely fashion that the motion can be included on the agenda.
Extraordinary General Meetings shall be held according to resolutions by the
General Meeting or the Board of Directors or upon written request to the Board
of Directors from one of the elected auditors and if a request is presented by
shareholders representing in aggregate at least 1/20 of the share capital. A
request from shareholders representing at least 1/20 of the share capital shall
specify the proposal to be considered by the General Meeting. The General
Meeting shall in this case be convened within 2 weeks from the date the
proposal has been presented to the Board of Directors.
Article 11
At the latest 3 weeks before a General Meeting (inclusive of the day of the
General Meeting), the Company shall make the following information and
documents available on the Company's webpage: the convening notice, the total
number of shares and voting rights on the date of the convening, the documents
that shall be presented at the General Meeting, the agenda and the complete
proposals as well as the forms to be used for proxy voting or voting by letter
unless these are sent directly to the shareholders. If said forms cannot be
made available for technical reasons on the internet, the Company shall on its
webpage inform how the form can be obtained in hardcopy; in which case the
Company shall send the forms to any shareholders who requests this.
The agenda of the Annual General Meeting shall include:
1. Report on the Company's activities during the past year.
2. Presentation of audited annual report with auditor's statement for approval
and discharge of the Board of Directors and management.
3. Resolution on application of profits or covering of losses as per the
adopted annual report.
4. Election of board members and alternates, if any.
5. Election of state authorised public auditor.
6. Any proposals from the Board of Directors and/or shareholders.
Article 12
At General Meetings, each share of DKK 1 shall carry one vote.
A shareholder's right to attend General Meetings and to vote at General
Meetings is determined on the basis of the shares that the shareholder owns on
the registration date. The registration date shall be 1 week before the General
Meeting is held. The shares which the individual shareholder owns are
calculated on the registration date on the basis of the registration of
ownership in the Register of Owners as well as notifications concerning
ownership which the Company has received with a view to update the ownership in
the Register of Owners.
In addition, any shareholder who is entitled to attend a General Meeting and
who wishes to attend must have requested an admission card from the Company no
later than 3 days in advance of the General Meeting.
Any shareholder is entitled to attend in person or be represented by proxy and
both the shareholder and the proxy holder may attend together with an advisor.
A shareholder may vote by proxy. It is a condition that the representative
presents a written power of attorney, which is dated. A power of attorney
cannot be given to the company's board of directors or management for a period
in excess of 1 year and must be given to a specific general meeting with an
agenda known in advance.
Shareholders who are entitled to vote cf. article 12(2) may vote by letter.
Votes made by letter must be received by the Company no later than 12.00 noon
the business day before the general meeting.
Article 13
Decisions at General Meetings shall be adopted by a simple majority of votes
unless the Companies Act or the Articles of Association provide otherwise.
In case of equality of votes the motion shall be deemed annulled.
A Chairman appointed by the Board of Directors shall preside over the General
Meeting. The Chairman shall ensure that the general meeting is passed in a safe
and appropriate manner and is granted all the necessary capacity and powers to
ensure this. Minutes of the proceedings at the General Meeting shall be drawn
up and shall be signed by the Chairman.
BOARD OF DIRECTORS:
Article 14
The Company shall be governed by the Board of Directors, consisting of no less
than 4 and no more than 7 board members, elected by the General Meeting. The
Board of Directors is elected for one year at a time.
A number of alternate board members corresponding to the number of board
members may be elected. Alternate board members shall also be elected for one
year at a time.
Any board member shall retire from the Board of Directors at the ordinary
General Meeting following immediately after such member attaining the age of
70.
Article 15
The Board of Directors shall elect their Chairman from their own number.
The Board of Directors shall adopt its own Rules of Procedure and ensure that
the Company conducts its activities in conformity with the Articles of
Association and the legislation in force at any time.
The Board forms a quorum when more than half of the Board Members are present.
Board resolutions require simple majority. In case of parity of votes the
Chairman shall have the casting vote.
The Chairman shall convene board meetings whenever the Chairman finds it
necessary, or when any board member or member of management so requests.
Minutes of the proceedings at board meetings shall be entered into a Minute
Book, which shall be signed by all present board members.
MANAGEMENT:
Article 16
The Board of Directors shall employ a management consisting of 1-3 members to
attend to the day-to-day management of the Company, and the Board of Directors
shall determine the terms and conditions of the employment. The management
shall perform its duties in accordance with the guidelines and directions
issued by the Board of Directors.
AUTHORISATION TO BIND THE COMPANY:
Article 17
The Company shall be bound by the Chairman or the Deputy Chairman of the Board
of Directors and one member of management jointly or by 3 members of the Board
of Directors.
The Board of Directors may issue individual or joint powers of attorney.
AUDIT:
Article 18
One state authorised public accountant, elected by the General Meeting for one
year at a time, shall audit the Company's annual reports.
ACCOUNTING YEAR/ANNUAL REPORT:
Article 19
The Company's accounting year shall be the calendar year.
The Company's annual report shall present a true and fair view of the Company's
assets and liabilities, its financial position and results.
ELECTRONIC COMMUNICATION
Article 20
The Company may make use of electronic document exchange and electronic mail
(electronic communication) in its communications with shareholders cf. section
92 of the Danish Companies Act. The Company may at any time elect to
communicate by ordinary mail but is not obligated to do so.
All announcements and documents that pursuant to the Company's Articles of
Association, the Danish Companies Act as well as stock exchange legislation and
regulations must be exchanged between the Company and the shareholders,
including, by example, notices to convene annual or extraordinary general
meetings along with agendas and full wordings of proposed resolutions, proxies,
interim reports, annual reports, stock exchange announcements, financial
calendar and prospectuses, as well as general information from the Company to
the shareholders may be sent as an attached file by e-mail or by including in
an e-mail exact information as to where the document may be downloaded (a
link).
The Company shall request its name-registered shareholders to forward an
electronic address which may be used for electronic notices. It is the
responsibility of the individual shareholder to ensure that the Company is
informed of the correct address.
Information about system requirements and about the procedure for electronic
communications can be found on the Company's webpage www.topotarget.com.
LANGUAGE
Article 21
The corporate language shall be English.
*****
As latest adopted at the Annual General Meeting held on 22 April 2010.
Exhibit 1
WARRANT PLAN
10 August 2001 and
26 March 2003
TOPOTARGET A/S
The shareholders of TopoTarget A/S (hereinafter the “Company”) have on General
Meetings of 10 August 2001 and 20 December 2002 pursuant to Section 40 a of the
Danish Companies Act passed a resolution to authorise the Board of Directors to
issue warrants on the terms and conditions as stipulated below and pursuant to
section 37 of the Companies Act to authorise the Board of Directors effect the
necessary capital increase(s) in connection with the exercise of warrants.
The Board of Directors has on board meetings of 10 August 2001 and 20 December
2002 decided that the following terms and conditions shall apply to warrants
which are issued pursuant to the authorisations from the General Meeting:
Warrants shall be issued according to the following terms and conditions:
1. Payment for Warrants and Number of Warrants
1.1 Issuance of warrants shall not be subject to payment.
1.2 The maximum number of warrants to be issued shall be the number stipulated
in the articles of association. Each warrant shall confer the right to
subscribe 1 A-share with a nominal value of 1 DKK. The maximum capital increase
shall be within the maximum stated in the articles of association and the
minimum shall be 1 DKK.
1.3 Warrants shall, at the discretion of the Board of Directors be issued to
existing shareholders, board members and employees/consultants and the
Company's advisors.
2. General Terms for Warrants
2.1 The warrants do not confer any shareholder rights, including right to
payment of dividends, voting rights, right of representation at general
meetings etc.
2.2 The warrants are non-negotiable instruments and no warrant holder shall be
obliged to have his warrants redeemed, fully or partly.
2.3 The warrants cannot be transferred or mortgaged. The warrants can,
furthermore, not by voluntary agreement or in any other way be transferred to
any third party, including, to creditors in the event of the warrant holder's
personal bankruptcy or otherwise or to spouse in the event of separation or
divorce. Regarding transfer of warrants in the event of death, cf. clause 4.2.
2.4 The Company shall maintain a Register of issued warrants.
3. Exercise Periods
3.1 The warrantholder may exercise warrants during the exercise periods. The
exercise periods run for 14 days from and including respectively the day after
the Company's publication of i) the annual report notification - or if such
notification is no published - the annual report and ii) the interim report (6
months report). The first exercise period shall, however, run from 7. April -
17 April 2006. The last exercise period shall run for 14 days following the
date of the publication of the annual report for 2012.
3.2 Warrantholders may in each of the periods as set out in clause 3.1.
exercise his/her warrants fully or partially. In the event that a warrant
holder has not exercised his/her warrants at the latest in the last exercise
period the warrants shall be deemed null and void without any payment or
compensation of any kind to the warrant holder, cf. in this respect also clause
4 below.
3.3 If the last day of an exercise period is Saturday or Sunday, the exercise
period shall also include the first weekday following the stipulated period.
4. Conditions Precedent for Exercise
4.1 The exercise of warrants is not conditional upon the warrant holder being
employed/working as a consultant by/for the Company or is a member of the Board
of Directors of the Company. However, if an employee/consultant or a board
member resigns from his/her position in the Company, the said person shall be
obligated to exercise his/her warrants in the first coming exercise period, cf.
clause 3.1, after actual resignation. If warrants are not exercised accordingly
the warrants shall automatically be deemed null and void without any
compensation or payment to the warrant holder.
4.2 If the warrant holder should die the warrant holder's estate/heirs shall be
entitled to exercise the deceased's warrants in the first coming exercise
period, according to clause 3.1, after the date of the death. If warrants are
not exercised accordingly the warrants shall automatically be deemed null and
void without any compensation or payment to the warrant holder.
5. Exercise of Warrants/Subscription of shares
5.1 One warrant confers the right to subscribe 1 A- share with a nominal value
of 1 DKK at a subscription rate of 100 per nominal 1 DKK. Nominal 1 DKK A-
shares can thus be subscribed by a cash contribution of 100 DKK.
5.2 The warrant holder shall, in the event that he/she wants to exercise
his/her warrants, fully or partially, in writing notify the Company hereof at
the latest by 31 January in the years 2002-2006 (for warrants issued on 26
March 2003 or subsequently at the latest by 31 July in the years 2004-2013).
The notification shall stipulate the number of shares that he/she wants to
subscribe and cash payment of the subscription price shall be made to the
Company at the latest 31 January (31 July) of the relevant year. Shares are
subscribed on subscription lists that are drafted by the Company.
5.3 The Company is obligated to procure and ensure that the necessary capital
increase, without undue delay, is filed and registered at the Companies
Register.
5.4 Existing shareholders do not have pre-emptive rights to subscribe shares
that are issued pursuant to warrants.
6. Shares Issued Pursuant to Warrants
6.1 Shares issued pursuant to warrant shall be A-shares and shall have the same
rights as the Company's present A-shares, including:
- Issued shares shall be in the holder's name and the name shall be entered in
the Company's Shareholders' Register
- Issued shares are non-negotiable instruments.
- No A-shares have special rights attached.
- No shareholder is obliged to have his/her shares redeemed fully or partially.
- Share certificates are not issued unless a shareholder requests that
certificates are issued.
6.2 Issued shares give a right to dividends and other shareholder rights from
the date when the shares have been registered in the Danish Companies Register.
6.3 In order for a transfer of shares to be entered into the Company's
shareholders' Register it is a condition that the Board of Directors is
presented with written documentation for the transfer. A transfer, is
furthermore conditional upon the Board of Directors prior acknowledgement that
sales procedures in shareholders' agreements, which have been brought to the
attention of the board, have been complied with by the selling shareholder.
6.4 A warrant holder shall after the exercise of warrants be obligated to
accept addendum to Shareholders Agreement, with special provisions relating to
shares subscribed pursuant to warrants..
6.5 In the event that a warrant holder's employment with the Company is
terminated, for whatever reason, the Company shall have an unconditional
purchase right to all shares that the warrant holder has or can subscribe
pursuant to issued warrants. The purchase right to the shares can be exercised
by the Company at fair market value as ascertained by the Company's auditor.
Notification of exercise of the purchase right shall be forwarded to the
warrant holder not later than 1 month after the warrant holder's actual
resignation. In the event that the warrant holder should exercise warrants
pursuant to clause 4.1 after actual resignation, the Company's notification of
exercise of the purchase right shall be forwarded to the warrant holder not
later than 1 month after the expiry of the relevant subscription period.
7. Changes to the Company Capital - Capital Increases, Decreases etc.
7.1 Except as otherwise provided in clauses 7.2 and 7.3 there shall be no
adjustment of the Exercise Rate nor the number of shares which may be
subscribed pursuant to warrants if one of the following events occur:
- capital increases,
- capital decreases,
- issuance of convertible bonds,
- issuance of further warrants,
- winding up of the Company, cf. however clause 8.1,
- mergers, cf. however clause 8.1,
- company division (DK: Spaltning), cf. however 8.1, and
- payment of dividends.
7.2 If the Company issues bonus shares the number of shares which may be
sub-scribed pursuant to the warrants shall be increased proportionally and the
exercise rate shall be decreased proportionally on order to maintain the
potential gain
7.3 If the Company decreases the capital by transferring to a special fund, cf.
the Danish Companies Act, Art. 44 a, subsec. (1) no. 3 or to cover debts, cf.
the Danish Companies Act, Art. 44 a, subsec. (1) no. 1 the number of shares
which may be subscribed by the warrant holder shall be reduced proportionally
and the subscription rate shall be increased proportionally.
8. Listing of Shares on a Public Stock Exchange, Mergers, Company Division
Winding Up and Capital Decreases with Subsequent Payment to the Share-holders
8.1 In the event that the shareholders in General Meeting pass a resolution to
have the Company's shares listed on a relevant stock exchange, to wind up the
Company, to merge the Company (horizontally), to divide the Company or to
decrease the capital with subsequent payment of dividend to the shareholders
the warrant holder shall, irrespective of clause 3 above, be entitled to
exercise his/her warrants within 14 days from the date of notification from the
Company that the resolution has been passed.
9. Taxational Consequences
9.1 The taxational consequences for warrant holders connected with the issuance
of warrants and the subscription of shares adherent thereto is not the
responsibility of the Company.
10. Completion of Capital Increase
10.1 The Board of Directors completes the capital increases connected to the
exercise of warrants in accordance with the Companies Act section 37. With
regard to the rights of the new shares reference is made to clause 6 above.
******
06.04.2006
llj/ska
Exhibit 2
WARRANT PLAN 2
26 March 2003
TOPOTARGET A/S
The shareholders of TopoTarget A/S (hereinafter the “Company”) have on General
Meeting of 20 December, 2002 pursuant to Section 40 a of the Danish Companies
Act passed a resolution to authorise the Board of Directors to issue warrants
on the terms and conditions as stipulated below and pursuant to section 37 of
the Companies Act to authorise the Board of Directors effect the necessary
capital increase(s)in connection with the exercise of warrants.
The Board of Directors has on board meeting of 26 March, 2003 decided that the
following terms and conditions shall apply to warrants which are issued
pursuant to the authorisation from the General Meeting:
Warrants shall be issued according to the following terms and conditions:
1. Payment for Warrants and number of warrant
1.1 Issuance of warrants shall not be subject to payment.
1.2 The maximum number of warrants to be issued shall be the number stipulated
in the articles of association. Each warrant shall confer the right to
subscribe 1 A-share with a nominal value of 1 DKK. The maximum capital increase
shall be within the maximum stated in the articles of association and the
minimum shall be 1 DKK.
1.3 Warrants shall be issued at the discretion of the Board of Directors to
employees of TopoTarget UK Ltd., however only to such employees who according
to their employment contracts are required to work for at least 25 hours a
week, excluding lunch breaks or 75 per cent of their working time. Warrants may
not be issued to employees of TopoTarget UK Ltd. who have a material interest
in the Company, i.e. own 20 per cent or more of the shares. Warrants shall be
granted with the purpose of recruiting or retaining employees in TopoTarget UK
Ltd.
2. General Terms for Warrants
2.1 The warrants do not confer any shareholder rights, including right to
payment of dividends, voting rights, right of representation at general
meetings etc.
2.2 The warrants are non-negotiable instruments and no warrant holder shall be
obliged to have his warrants redeemed, fully or partly.
2.3 The warrants cannot be transferred or mortgaged. The warrants can,
furthermore, not by voluntary agreement or in any other way be transferred to
any third party, including, to creditors in the event of the warrant holder's
personal bankruptcy or otherwise or to spouse in the event of separation or
divorce. Regarding transfer of warrants in the event of death, cf. clause 4.2.
2.4 The Company shall maintain a Register of issued warrants.
3. Exercise Periods
3.1 The warrantholder may exercise warrants during the exercise periods. The
exercise periods run for 14 days from and including respectively the day after
the Company's publication of i) the annual report notification - or if such
notification is no published - the annual report and ii) the interim report (6
months report). The first exercise period shall, however, run from 7. April -
17 April 2006. The last exercise period shall run for 14 days following the
date of the publication of the annual report for 2012.
3.2 Warrantholders may in each of the periods as set out in clause 3.1.
exercise his/her warrants fully or partially. In the event that a warrant
holder has not exercised his/her warrants at the latest in the last exercise
period the warrants shall be deemed null and void without any payment or
compensation of any kind to the warrant holder, cf. in this respect also clause
4 below.
3.3 If the last day of an exercise period is Saturday or Sunday, the exercise
period shall also include the first weekday following the stipulated period.
4. Conditions Precedent for Exercise
4.1 The exercise of warrants is conditional upon the warrant holder being
employed by the Company or TopoTarget UK Ltd. at the time of exercise. However,
if an employee is terminated or terminates his/her position, with effect after
1 July 2004 the said person shall be entitled to exercise his/her warrants in
the first coming exercise period, cf. clause 3.1, after expiry of the
termination period. If warrants are not exercised accordingly the warrants
shall automatically be deemed null and void without any compensation or payment
of any kind to the warrant holder. The issuance of warrants is a matter
entirely separate from, and shall not affect the pension rights or other terms
of employment of the warrant holder, in the event of resignation/dismissal from
the employment, irrespective of the reason therefore.
4.2 If the warrant holder should die the warrants shall be deemed null and void
without any compensation or payment to the estate/heirs of any kind for the
loss of unused warrants. However, if the warrant holder dies after 30 June 2004
the estate/heirs shall be entitled to exercise the deceased's warrants in the
first coming exercise period, according to clause 3.1, after the date of the
death. If warrants are not exercised accordingly the warrants shall
automatically be deemed null and void without any compensation or payment to
the warrant holder or the estate/heirs for the loss of warrants not exercised.
It is a condition for exercise pursuant to this provision that the estate/heirs
comply with the provisions set forth herein and it is specifically noted that
the estate/heirs cannot in any way achieve terms more favourable than the
deceased.
5. Exercise of Warrants/Subscription of shares
5.1 One warrant confers the right to subscribe 1 A- share with a nominal value
of 1 DKK at a subscription price of DKK 202. Nominal 1 DKK A- shares can thus
be subscribed by a cash contribution of 202 DKK.
5.2 The warrant holder shall, in the event that he/she wants to exercise
his/her warrants, fully or partially, in writing notify the Company hereof at
the latest by 31 July in the years 2004-2013. The notification shall stipulate
the number of shares that he/she wants to subscribe and cash payment of the
subscription price shall be made to the Company at the latest 31 July of the
relevant year. Shares are subscribed on subscription lists that are drafted by
the Company.
5.3 The Company is obligated to procure and ensure that the necessary capital
increase, without undue delay, is filed and registered at the Companies
Register.
5.4 Existing shareholders do not have pre-emptive rights to subscribe shares
that are issued pursuant to warrants.
6. Shares Issued Pursuant to Warrants
6.1 Shares issued pursuant to warrant shall be A-shares and shall have the same
rights as the Company's present A-shares, including:
- Issued shares shall be in the holder's name and the name shall be entered in
the Company's Shareholders' Register.
- Issued shares are non-negotiable instruments.
- No A-shares have special rights attached.
- No shareholder is obliged to have his/her shares redeemed fully or partially.
- Share certificates are not issued unless a shareholder requests that
certificates are issued.
6.2 Issued shares give a right to dividends and other shareholder rights from
the date when the shares have been registered in the Danish Companies Register.
6.3 In order for a transfer of shares to be entered into the Company's
shareholders' Register it is a condition that the Board of Directors is
presented with written documentation for the transfer. A transfer is
furthermore conditional upon the Board of Directors prior acknowledgement that
sales procedures in shareholders' agreements, which have been brought to the
attention of the board, have been complied with by the selling shareholder.
6.4 A warrant holder shall after the exercise of warrants be obligated to
accept the extract of the applicable shareholders' agreement, with special
provisions relating to shares subscribed pursuant to warrants.
6.5 In the event that a warrant holder's employment with the Company or
TopoTarget UK Ltd. is terminated, for whatever reason, the Company shall have
an unconditional purchase right to all shares that the warrant holder has
subscribed or can subscribe pursuant to issued warrants. The purchase right to
the shares can be exercised by the Company at fair market value as ascertained
by the Company's auditor. Notification of exercise of the purchase right shall
be forwarded to the warrant holder not later than 1 month after the warrant
holder's actual resignation. In the event that the warrant holder should
exercise warrants pursuant to clause 4.1. after actual termination, the
Company's notification of exercise of the purchase right shall be forwarded to
the warrant holder not later than 1 month after the expiry of the relevant
subscription period.
7. Changes to the Company Capital - Capital Increases, Decreases etc.
7.1 Except as otherwise provided in clauses 7.2. and 7.3. there shall be no
adjustment of the Exercise Rate nor the number of shares which may be
subscribed pursuant to warrants if one of the following events occur:
- capital increases,
- capital decreases,
- issuance of convertible bonds,
- issuance of further warrants,
- winding up of the Company, cf. however clause 8.1
- mergers, cf. however clause 8.1 ,
- company division (DK: Spaltning), cf. however 8.1, and
- payment of dividends.
7.2 If the Company issues bonus shares the number of shares, which may be
sub-scribed pursuant to, the warrants shall be increased proportionally and the
exercise rate shall be decreased proportionally on order to maintain the
potential gain.
7.3 If the Company decreases the capital by transferring to a special fund, cf.
the Danish Companies Act, Art. 44 a, subsec. (1) no. 3 or to cover debts, cf.
the Danish Companies Act, Art. 44 a, subsec. (1) no. 1 the number of shares
which may be subscribed by the warrant holder shall be reduced proportionally
and the subscription rate shall be increased proportionally.
8. Listing of Shares on a Public Stock Exchange, Mergers, Company Division
Winding Up and Capital Decreases with Subsequent Payment to the Share-holders.
8.1 In the event that the shareholders in General Meeting pass a resolution to
have the Company's shares listed on a relevant stock exchange, to wind up the
Company, to merge the Company (horizontally), to divide the Company or to
decrease the capital with subsequent payment of dividend to the shareholders
the warrant holder shall be entitled to exercise his/her warrants within 14
days from the date of notification from the Company that the resolution has
been passed.
9. Taxational Consequences
9.1 The taxational consequences for warrant holders connected with the issuance
of warrants and the subscription of shares adherent thereto is not the
responsibility of the Company. The warrant holder shall be obligated to
reimburse the Company and/or TopoTarget UK Ltd. for any taxes imposed on said
companies by the English taxation authorities (UK Tax withholding) as a result
of the exercise of warrants.
10. Completion of Capital Increase
10.1 The Board of Directors carries out the capital increases connected to the
exercise of warrants in accordance with the Companies Act section 37. With
regard to the rights of the new shares reference is made to clause 6 above.
************
06.04.2006
llj/ska
Exhibit 3
Exhibit 3 to the Articles of Association of TopoTarget A/S
is deleted by decision of the board of directors on 16 August 2006.
16.08.2006
llj/ska
Exhibit 4
WARRANT PLAN
16 September 2005
5 October 2006
27 September 2007
30 January 2009
and
26 March 2010
TOPOTARGET A/S
Pursuant to the authorisation in articles 6, 6a and 6b of the articles of
association the board of directors has on board meeting held on 16 September
2005, 5 October 2006, 27 September 2007, 30 January 2009 and 26 March 2010
resolved that the following terms and conditions shall apply to warrants which
are granted to employees, consultants, advisors, members of management and
board members according to the authorisation:
1. General
1.1 TopoTarget A/S (hereinafter the “Company”) has decided to introduce a new
incentive scheme in the form of warrants to be issued to the Company's and its
subsidiaries' employees, consultants, advisors, members of management and board
members (hereinafter collectively referred to as “Warrantholders”).
1.2 A warrant confers a right, but not an obligation, during fixed periods
(exercise periods) to subscribe for new shares in the Company at a price fixed
in advance (the exercise price). The exercise price, which shall correspond to
the market price of the Company's shares at the date of issuance, shall be
determined by the board of directors in connection with each issuance of
warrants. The market price for the shares shall by the board of directors be
calculated as the average listing price for the Company's shares for 10 trading
days immediately prior to the issuance of warrants. Each warrant carries the
right to subscribe for nominal DKK 1 share in the Company at the subscription
price determined by the board of directors at the date of issuance.
1.3 Warrants will, without pre-emptive subscription rights for the Company's
shareholders, be offered to employees, consultants, advisors, members of
management and board members in the Company and its subsidiaries at the
discretion of the board of directors after suggestion from the management.
Warrants are only offered to employees whose employment has not been
terminated. The number of warrants offered to each individual shall be based on
an individual evaluation of the person's duties and importance for the
Company's future operations. The individual Warrant¬holder's warrant
certificate shall specify the number of warrants that has been issued and the
exercise price. Subscription of shares following exercise of warrants shall be
without pre-emptive subscription rights for the Company's shareholders.
1.4 Warrants are issued to motivate the recipient to effectively work towards
creating an increase in the value of the Company and thereby an increase in the
market price for the Company's shares.
2. Issuance/subscription of warrants
2.1 Warrantholders who wish to subscribe the offered warrants shall sign a
Warrant Certificate with this Exhibit 4 attached.
2.2 The issuance of warrants shall not be subject to payment from the
Warrantholders.
2.3 The Company shall keep a register of issued warrants and update the
register at suitable intervals.
3. Vesting
3.1 The warrants issued shall vest for exercise as follows:
576,176 (after adjustment 2 July 2009 nominal DKK 793,364) of the warrants
issued by the board of directors on board meeting held on 16 September 2005
shall vest on 1 July 2006 and 500,000 (after adjustment 2 July 2009 nominal DKK
688,474) shall vest on 1 October 2006. 870,000 (after adjustment 2 July 2009
nominal DKK 1,197,944) warrants issued by the board of directors on 5 October
2006 vest as follows:
i) 217,500 (after adjustment 2 July 2009 nominal DKK 299,486) vest on 5 October
2007
ii) 217,500 (after adjustment 2 July 2009 nominal DKK 299,486) vest on 5
October 2008, and
iii) 435,000 (after adjustment 2 July 2009 nominal DKK 598,972) vest on 5
October 2009.
1,130,000 (after adjustment 2 July 2009 nominal DKK 1,555,950) warrants issued
by the board of directors on 27 September 2007 vest as follows:
i) 282,500 (after adjustment 2 July 2009 nominal DKK 388,988) vest on 26
September 2008,
ii) 282,500 (after adjustment 2 July 2009 nominal DKK 388,988) vest on 26
September 2009 and
iii) 565,000 (after adjustment 2 July 2009 nominal DKK 777,975) vest on 26
September 2010.
1,272,500 (after adjustment 2 July 2009 nominal DKK 1,752,165) warrants issued
by the board of directors on 30 January 2009 vest as follows:
i) 318,125 (after adjustment 2 July 2009 nominal DKK 438,041) vest on 29
January 2010,
ii) 318,125 (after adjustment 2 July 2009 nominal DKK 438,041) vest on 29
January 2011 and
iii) 636,250 (after adjustment 2 July 2009 nominal DKK 876,083) vest on 29
January 2012.
142,750 warrants issued by the board of directors on 26 March 2010 vest as
follows:
i) 35,688 of the warrants so issued vest on 25 March 2011,
ii) 35,688 of the warrants so issued vest on 25 March 2012, and
iii) 71,374 of the warrants so issued vest on 25 March 2013.
It will be set out in the Warrant holder's warrant certificate when the
warrants received vest.
3.2 Warrants shall only be vested to the extent the Warrant holder is employed,
functions as consultant/advisor for or is a board member of the Company or its
subsidiaries (in this clause 3 collectively the ”Company”), cf. however, clause
3.3 to 3.6 below.
3.3 In the event that i) the Warrant holder terminates the employment contract
and the termination is not a result of a material breach of the employment
terms by the Company, or ii) in the event that the Company terminates the
employment contract due to the Warrant holder's breach of contract, then the
vesting of warrants shall cease from the time the employment is terminated,
meaning from the first day when the Warrant holder is no longer entitled to a
salary from the Company, notwithstanding that the Warrant holder has actually
ceased to perform his/her duties at an earlier date.
3.4 In the event that i) the Warrant holder terminates the employment contract
and the termination is a result of a material breach of the employment terms by
the Company, or ii) the Company terminates the employment contract and this is
not due to the Warrant holder's breach of contract, then warrants shall
continue to vest as if the Warrant holder were still employed by the Company.
3.5 If the Warrant holder takes leave - other than maternity leave - and the
leave exceeds 60 days, the dates when the warrants shall be vested shall be
postponed by a period corresponding to the duration of the leave.
3.6 Warrants issued to consultants, advisors and board members only vest to the
extent that the consultant, advisor or board member acts on behalf of the
Company as a consultant, advisor or board member.
4. Exercise
4.1 When a warrant has been vested, it may be exercised during the exercise
periods. The exercise periods run for 14 days from and including respectively
the day after the Company's publication of i) the annual report notification -
or if such notification is no published - the annual report and ii) the interim
report (6 months report). The first exercise period for warrants which vest on
1 July 2006 shall run for 14 days following the date of the publication of the
interim report for the first 6 months of 2006 and the last exercise period
shall run for 14 days following the date of the publication of the interim
report for the first 6 months of 2012. The first exercise period for warrants
which vest on 1 October 2006 shall run for 14 days following the date of the
publication of the annual report notification for 2006 and the last exercise
period shall run for 14 days following the date of the publication of the
annual report notification for 2012.
The first exercise period for warrants issued on 5 October 2006 runs for 14
days from the day after the publication of the annual report notification for
the year in which the relevant warrants vest. The last exercise period for all
870,000 (after adjustment 2 July 2009 nominal DKK 1,197,944) warrants issued by
the board of directors on 5 October 2006 shall run for 14 days following the
date of the publication of the annual report notification for 2013.
The first exercise period for warrants issued on 27 September 2007 runs for 14
days from the day after the publication of the annual report notification for
the year in which the relevant warrants vest. The last exercise period for all
1,130,000 (after adjustment 2 July 2009 nominal DKK 1,555,950) warrants issued
by the board of directors on 27 September 2007 shall run for 14 days following
the date of the publication of the annual report notification for 2014.
The first exercise period for warrants issued on 30 January 2009 runs for 14
days from the day after the publication of the annual report notification for
the year in which the relevant warrants vest. The last exercise period for all
1,272,500 (after adjustment 2 July 2009 nominal DKK 1,752,165) warrants issued
by the board of directors on 30 January 2009 shall run for 14 days following
the date of the publication of the annual report notification for 2016.
The first exercise period for the warrants issued on 26 March 2010 runs for 14
days from the day after the publication of the annual report notification for
the year in which the relevant warrants vest. The last exercise period for all
142,750 warrants shall run for 14 days following the date of the publication of
the annual report notification for 2017.
4.2 If the last day of an exercise period is Saturday or Sunday, the exercise
period shall also include the first weekday following the stipulated period.
4.3 When warrants have been vested, the Warrant holder shall be free to choose,
in which exercise period the vested warrants shall be exercised, cf. however,
clause 4.5 below. It is, however, a condition for exercise that the Warrant
holder in a given exercise period exercises warrants, which give a right to
subscribe for a minimum nominal DKK 1,000 shares in the Company.
4.4 Warrants not exercised by the Warrant holder at the latest during the last
exercise period, shall become null and void without further notice or
compensation or payment of any kind to the Warrant holder.
4.5 The Warrant holder's exercise of warrants is conditional upon the Warrant
holder being employed in the Company or its subsidiaries (in this clause 4
collectively the “Company”) at the time when warrants are exercised. If the
employment is terminated the following shall apply:
a. In the event that i) the Warrant holder terminates the employment contract
and the termination is not a result of material breach of the employment by the
Company, or ii) the Company terminates the employment contract due to the
Warrant holder's breach of the employment, the Warrant ¬holder's right to
exercise vested warrants shall lapse at the time of termination meaning from
the first day from when the Warrant holder is no longer entitled to receive a
salary from the Company, irrespective of whether the Warrant holder actually
ceased to perform his/her duties for the Company at an earlier date. The
Warrant holder shall, however, if the pre-determined exercise periods fall
outside the termination period, be entitled to exercise warrants, which have
been vested prior to the termination date, in the first coming exercise period
after the date of termination. All warrants, whether vested or not, which are
not exercised by the Warrant ¬holder prior to the termination date respectively
the first coming exercise period after termination, shall become null and void
without further notice or compensation or payment of any kind.
b. In the event that i) the Warrant holder terminates the employment contract
and the termination is a result of a material breach of the employment by the
Company, or ii) the Company terminates the employment contract and this is not
due to the Warrant holder's breach of the employment contract, the Warrant¬
holder shall be entitled to exercise the warrants as if he/she were still
employed with the Company. Exercise shall take place in accordance with the
general terms and conditions regarding vesting and exercise of warrants. This
provision shall also apply if the employment contract is terminated due to
retirement as a result of the Warrant holder attaining the age upon which
retirement is required for the specific position or fixed by the Company or
because the Warrant holder can receive public pension or pension from the
Company.
c. If the employment is terminated due to the Warrant holder's death the
heirs/the death estate shall be entitled to exercise all warrants which have
vested on the date of the death as if the Warrant holder were still employed by
the Company.
4.6 If the Warrant holder is a consultant, advisor or board member the exercise
of warrants is in principle conditional upon the Warrant holder being connected
to the Company in this capacity at the time when warrants are exercised. In the
event that the consultant's, advisor's or board member's relationship with the
Company should cease without this being attributable to the Warrant holder's
breach of contract, the Warrant holder shall be entitled to exercise vested
warrants in the exercise periods set forth in clause 4.1. above.
5. Adjustment of warrants
5.1 Changes in the Company's capital structure causing a change of the
potential possibility of gain attached to a warrant shall require an adjustment
of the warrants.
5.2 Warrants shall not be adjusted as a result of the Company's issuance of
employee shares, share options and/or warrants as part of employee share option
schemes (including options to board members, advisors and consultants) as well
as future exercise of such options and/or warrants. Warrants shall,
furthermore, not be adjusted as a result of capital increases following the
Warrant holders' and others' exercise of warrants in the Company.
5.3 Bonus shares
If it is decided to issue bonus shares in the Company, warrants shall be
adjusted as follows:
The exercise price for each warrant not yet exercised shall be multiplied by
the factor:
= A______
(A+B)
and the number of warrants not yet exercised shall be multiplied by the factor:
1
where:
A = the nominal share capital before issuance of bonus shares, and
B = the total nominal value of bonus shares.
If the adjusted exercise price and/or the adjusted number of shares do not
amount to whole numbers, each number shall be rounded down to the nearest whole
number.
5.4 Changes of capital at a price different from the market price:
If it is decided to increase or reduce the share capital in the Company at a
price below the market price (in relation to capital decreases also above the
market price), warrants shall be adjusted as follows:
The exercise price for each non-exercised warrant shall be multiplied by the
factor:
= (A_x K) + (B x T)_____
(A+B) x K
and the number of non-exercised warrants shall be multiplied by the factor:
1
where:
A = nominal share capital before the change in capital
B = nominal change in the share capital
K = market price of the share prior to change in the share capital, and
T = subscription price/reduction price in relation to the change in the share
capital
If the adjusted exercise price and/or the adjusted number of shares do not
amount to whole numbers, each number shall be rounded down to the nearest whole
number.
5.5 Changes in the nominal value of each individual share:
If it is decided to change the nominal value of the shares, warrants shall be
adjusted as follows:
The exercise price for each non-exercised warrant shall be multiplied by the
factor:
= A______
B
and the number of non-exercised warrants shall be multiplied by the factor:
1
where:
A = nominal value of each share after the change, and
B = nominal value of each share before the change
If the adjusted exercise price and/or the adjusted number of shares do not
amount to whole numbers, each number shall be rounded down to the nearest whole
number.
5.6 Payment of dividend:
If it is decided to pay dividends, the part of the aggregate annual dividends
exceeding 10 per cent of the equity capital shall lead to adjustment of the
exercise price according to the following formula:
E2 = E1 - U - Umax______
A
where:
E2 = the adjusted exercise price
E1 = the original exercise price
U = dividends paid out
Umax = 10 per cent of the equity capital, and
A = total number of shares in the Company
If the adjusted exercise price does not amount to a whole number, it shall be
rounded down to the nearest whole number. The adjustment shall be made at the
Annual General Meeting.
The equity capital that shall form the basis of the adjustment above is the
equity capital stipulated in the Annual Report to be adopted at the Annual
General Meeting where dividends shall be approved before allocation hereof has
been made in the Annual Report and with due consideration to payment of interim
dividends, if any.
5.7 Other changes in the Company's capital structure:
In the event of other changes in the Company's capital structure causing
changes to the financial value of warrants, warrants shall (save as provided
above) be adjusted in order to ensure that the changes do not influence the
financial value of the warrants.
The calculation method to be applied to the adjustment shall be decided by an
external advisor appointed by the board of directors.
It is emphasized that increase or reduction of the Company's share capital at
market price does not lead to an adjustment of the subscription price or the
number of shares to be subscribed. It is, additionally, emphasized that an
adjustment of the exercise price cannot lead to an exercise price below par
value.
5.8 Winding-up:
Should the Company be liquidated, the vesting time for all warrants shall be
changed so that the Warrant holder may exercise his/her warrants in an
extraordinary exercise period immediately preceding the relevant transaction.
5.9 Merger and split:
If the Company merges as the continuing company, warrants shall remain
unaffected unless, in connection with the merger, the capital is increased at a
price other than the market price and in that case warrants shall be adjusted
in accordance with clause 5.4.
If the Company merges as the discontinuing company or is split, the Company's
Board of Directors may choose one of the following possibilities:
i) The Warrant holder may exercise all non-exercised warrants (inclusive of
warrants not yet vested) immediately before the merger/split, or
ii) new share instruments in the continuing company/companies of a
corresponding financial pre-tax value shall replace the warrants. On split the
Company's Board of Directors may decide in which company/companies the Warrant
holders shall receive the new share instruments.
5.10 Sale and exchange of shares:
If more than 50 per cent of the share capital in the Company is sold or is part
of a share swap, the Company's Board of Directors may choose one of the
following possibilities:
1. The warrant scheme shall continue unchanged.
2. The Warrant holder may exercise all non-exercised warrants (inclusive of
warrants not yet vested) immediately before the sale/swap of shares.
3. Share instruments in the acquiring company of a corresponding pre-tax value
shall replace the issued warrants.
5.11 Common provisions regarding 5.8-5.10:
If one of the transactions mentioned above is made, the Company shall inform
the Warrant holder hereof by written notice. Upon receipt of the written
notice, the Warrant holder shall have 2 weeks - in cases where the Warrant
holder may extraordinarily exercise warrants, see 5.8-5.10 - to inform the
Company in writing whether he/she will make use of the offer. If the Warrant
holder has not answered the Company in writing within the limit of 2 weeks or
fails to pay within the fixed time, warrants shall become null and void without
further notice or compensation.
The Warrant holder's rights in connection with decisions made by any competent
company body, see 5.8-5.10, shall be contingent on subsequent registration of
the relevant decision with the Danish Commerce and Companies Agency provided
that registration is a condition of its validity.
6. Transfer, pledge and enforcement
6.1 Issued warrants shall not be subject to charging orders, transfer of any
kind, including in connection with division of property on divorce or legal
separation, for ownership or as security without the consent of the board of
directors. The Warrant holder's warrants may, however, be transferred to the
Warrant holder's spouse/cohabitant and/or issue in the event of the Warrant
holder's death.
7. Subscription for new shares by exercise of warrants
7.1 Subscription for new shares by exercise of issued warrants must be made
through submission by the Warrant holder no later than the last day of the
relevant exercise period at 16:00 to the Company of an exercise notice drafted
by the Company. The exercise notice shall be filled in with all information,
including in relation to name, address, number of warrants exercised, exercise
price and the Warrant holder's account established through VP Securities
Services. The Company must have received the exercise price/subscription amount
for the new shares, payable as a cash contribution, by 16:00 the last day of
the relevant exercise period.
7.2 If the limitation period set forth in clause 7.1 expires as a result of the
Company not having received the filled-in exercise notice or the payment by
16:00 of the last day of the exercise period, the subscription shall be deemed
invalid, and in this situation the Warrant holder shall not be considered as
having exercised his/her warrants in a possible subsequent exercise period.
7.3 Warrants not exercised by the Warrant holder during the last exercise
period shall become null and void without notice or compensation.
7.4 The Company shall as soon as possible ensure that the capital increase
following exercise of warrants is registered with the Commerce and Companies
Agency. The Company shall however, not be obligated to register the capital
increase prior to the expiry of the relevant exercise period, since the Company
shall be entitled to gather all subscription in one exercise period in one
registration. When the capital increase caused by exercise of warrants has been
registered with the Danish Commerce and Companies Agency, and the shares have
been issued through VP Securities Services, the Warrant holder shall receive
proof of his shareholding in the Company.
8. The rights of new shares
8.1 New shares subscribed for by exercise of issued warrants shall in every
respect have the same rights as the present shares in the Company in accordance
with the Articles of Association for the Company in force from time to time.
For the time being, the following shall apply:
• the value of each share shall be DKK 1 or multiples hereof,
• the shares are bearer shares, but may be recorded on name in the Company's
share register,
• the shares shall be negotiable instruments,
• the shares are issued through the VP Securities Services
• no shares shall carry special rights.
• no shareholder shall be obliged to have his shares redeemed in whole or in
part by the Company or others.
• the new shares issued as a result of exercise of warrants shall carry the
right to dividends and other rights in the Company from the time of
registration of the capital increase with the Danish Commerce and Companies
Agency.
9. Specific Provisions relating to Warrants Issued to Employees in the
Com-pany's Subsidiaries.
9.1 In relation to warrants issued to Warrant holders employed by the Company's
UK subsidiaries, exercise of a warrant shall only be effective provided that as
regards any Tax Liability arising to the Warrant holder on exercise either:
(A) such Tax Liability may be deducted in full from the Warrant holder's
emoluments in accordance with regulations under section 684 of the UK Income
Tax (Earnings and Pensions) Act 2003 or otherwise; or
(B) the Warrant holder appoints the Company as his agent to sell sufficient
shares acquired on the exercise of a warrant to meet the Tax Liability; or
(C) the notice of exercise of the warrant is accompanied by the payment of a
sum equal to the Tax Liability;
and the relevant provisions of clause 4 (Exercise) shall be construed
accordingly.
For the purposes of this clause 9.1, "Tax Liability" means, in relation to a
Warrant holder any liability of the Company and/or its subsidiaries to account
to UK HM Revenue & Customs for any amount of, or representing, any tax
liability (including but without limitation income tax or employer's and
employee's national insurance contributions) arising on exercise of a warrant.
10. Other provisions
10.1 The value attached to the subscription right shall not be included in the
Warrant holder's salary, and any agreement made between the Warrant holder and
the Company regarding for example pension or the like shall therefore not
include the value of the Warrant holder's warrants.
10.2 If a relevant authority should establish that the issuance and/or exercise
of warrants shall be considered a salary allowance with the consequence that
the Company shall pay holiday allowance or the like to the Warrant holder on
the basis of the value of warrants, the subscription price shall be increased
in order to compensate the Company for the amounts that have been paid to the
Warrant holder in the form of holiday allowance or the like.
10.3 The fact that the Company offers warrants to Warrant holders shall not in
any way obligate the Company to maintain the employment. The issuance of
warrants to a Warrant holder does not confer the right upon the Warrant holder
to participate in future issuances of warrants since all issuances and the
allocation thereof is based solely on the discretion of the board of directors.
11. Tax implications
11.1 The tax implications connected to the Warrant holder's subscription for or
exercise of warrants shall be of no concern to the Company.
12. Governing Law and Venue
12.1 Subscription of warrants, the terms and conditions thereto, the exercise,
and terms and conditions for future subscription of shares in the Company shall
be governed by Danish law.
12.2 Any disagreement between the Warrant holder and the Company in relation to
the understanding or implementation of the warrant scheme shall be settled
amicably by negotiation between the parties.
12.3 If the parties fail to reach consensus, any disputes shall be settled in
accordance with “Rules for hearing of cases in the Copenhagen Arbitration”. The
Copenhagen Arbitration shall appoint one arbitrator who shall settle the
dispute according to Danish law.
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26.03.2010
srn
