ARTICLES OF ASSOCIATION
FOR
BOCONCEPT HOLDING A/S
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 26,237,450 divided into
2,400,000 Class A shares, in denominations of DKK 10 and multiples hereof
and
23,837,450 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 25 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 to 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.
Article 5.
Where a shareholder wishes to sell one or more Class A shares, the said shares
shall be offered to 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 the Copenhagen Stock Exchange 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 shares, interim certificates, subscription and share certificates, coupons
and slips may be declared null and void without a court order pursuant to the
provisions of law applicable from time to time.
Article 7 A
At the general meeting held on 28 August 2007 guidelines were adopted for
incentive pay schemes for the supervisory board, the executive board and other
selected executives, as published on the company's website.
Article 7 B
On 28 August 2007 the general meeting authorised the supervisory board to issue
subscription rights which may confer the right on the holder to subscribe for
Class B shares in a nominal amount not exceeding DKK 2,400,000 (240,000
shares). The authority is valid till 30 April 2010. Only members of the
supervisory and executive boards and other selected executives are eligible for
the subscription rights. The authority may only be exercised for issuing
subscription rights that confer on the holder the right to subscribe for Class
B shares at their market price at the time of issuing the subscription right.
Article 7 C
On 28 August 2007 the general meeting authorised the supervisory board to
increase the Class B share capital to a nominal amount not exceeding DKK
2,400,000 (240,000 shares). The authority is valid till 30 September 2011. The
capital can only be increased by means of a cash contribution. The capital
increase can only be implemented by the executive board, the supervisory board
or other selected executives exercising the subscription rights subscribed for
by them in the period from 29 August 2007 to 30 June 2011. The new Class B
shares are negotiable instruments registered through VP Investor Services A/S
and issued to bearer, but may be registered in the name of the holder. No
restrictions shall apply to the negotiability of the shares. No shareholder
shall be obliged to have his or her shares redeemed, either wholly or in part.
Article 7 D
At the annual meeting held on 27 August 2009, the company's shareholders
authorised the supervisory board to increase share capital by up to 9.99% by
way of cash payment through the issue of new B-shares in a direct placing
without right of pre-emption for current or former shareholders, such
authorisation to be valid until the next ordinary general meeting.
The new B-shares will carry the same rights as the company's currently existing
B-shares, in compliance with the company's articles of association. No
restrictions will be applied to the negotiability of the new B-shares.
The new B- shares will be negotiable securities and bearer shares.
It will be possible to register the new B-shares, together with the company's
current B-shares, with a securities service and have them admitted for trading
on the NASDAQ OMX Copenhagen A/S.
The supervisory board is authorised to fix the other terms and conditions for
the issue of these new shares pursuant to this authorisation and to change the
articles of association in accordance herewith.
Article 7 E
(1) At the annual meeting held on 27 August 2009, the company's shareholders
authorised the supervisory board to take one or more decisions on obtaining
loans by issuing convertible debt instruments without right of pre-emption for
current or former shareholders, such authorisation to be valid until the next
ordinary general meeting. These convertible loans may amount to a maximum of
DKK 13,000,000. The terms for obtaining these convertible loans will be fixed
by the supervisory board, including the loan covenants, the rules and terms for
loan conversion, and the conditions, situations and factors mentioned in
section 41a of the Danish Public Companies Act. As part of this authorisation,
the supervisory board is authorised to increase the share capital by issuing
new B-shares when implementing the conversion. This authorisation will remain
valid until five years after the issue of the convertible debt instruments.
(2) The new B-shares issued as a result of this authorisation will carry the
same rights as the company's currently existing B-shares, in compliance with
the company's articles of association. No restrictions will be applied to the
negotiability of the new B-shares.
The new B-shares will be negotiable securities and bearer shares.
It will be possible to register the new B-shares, together with the company's
current B-shares, with a securities service and have them admitted for trading
on the NASDAQ OMX Copenhagen exchange.
The supervisory board is authorised to fix the other terms and conditions for
the issue of these new shares pursuant to this authorisation and to change the
articles of association in accordance herewith.
Article 8.
The general meeting is the highest authority of the company.
The general meetings of the company shall be held in the municipality of
Herning as decided by the supervisory board.
The ordinary general meeting shall be held in sufficient time for the audited
and approved annual report to be filed with the Danish Commerce and Companies
Agency at the latest four months after the end of the financial year.
Extraordinary general meetings shall be held as decided by the general meeting
or the supervisory board or upon the request of the auditor of the company or
by shareholders who together represent at least one tenth of the share capital.
The request shall be made in writing to the supervisory board accompanied by a
formulated proposal. The general meeting shall then be convened within 14 days
after the receipt of the request.
General meetings shall be convened by notice in the Danish Official Gazette
(Erhvervs- og Selskabsstyrelsens edb-informationssystem), one Copenhagen daily
newspaper and one local daily newspaper.
The notice shall also be sent by ordinary mail to any shareholders entered in
the register of shareholders who have requested such notice. The written notice
shall be sent to the addresses entered in the register of shareholders.
Notice of the meeting shall be given at least two weeks and at most four weeks
before the meeting is held.
Article 9.
The agenda of the annual general meeting shall include the following items:
1. Election of chairman of the meeting
2. Management's review
3. Presentation of the annual report
4. Adoption of the annual report, including grant of discharge to the executive
and supervisory boards and resolution regarding the appropriation of profit or
provision for losses pursuant to the approved annual report.
5. Election of members of the supervisory board
6. Appointment of auditors
7. Any other business.
The agenda, and the complete proposals and, with respect to the annual general
meeting, also the audited annual report, shall be available for inspection by
the shareholders at the company's office not later than eight days before the
general meeting and shall be forwarded to the registered shareholders who have
requested separate notice.
In order to qualify for consideration at the general meeting of the company,
proposals from shareholders must be submitted to the supervisory board by 1
June in the year in which the general meeting is held.
Article 10.
Any shareholder who has received an admission card upon producing proper
identification not later than three days prior to the general meeting from the
company's office shall be entitled to attend the general meeting.
In addition, admission cards are handed to shareholders entered in the
company's register of shareholders upon production of a receipt from the Danish
Securities Centre, the date of which must not be later than three days prior to
the general meeting.
Each Class A share amount of DKK 10 shall confer ten votes on the holder.
Each Class B share of DKK 10 shall confer one vote on the holder.
Voting rights may be exercised by proxy.
It is a condition of exercising voting rights under a share acquired by
assignment that the share has been entered in the company's register of
shareholders or that the shareholder has given the company notice and
documentary evidence of the acquisition.
The general meetings of the company are open to the press.
Article 11.
Any business transacted at the general meeting shall be decided by a simple
majority of votes unless a special majority is required by the Danish Companies
Act or these articles of association.
Provided always that in order to pass a resolution to amend the articles of
association or to dissolve the company shareholders corresponding to at least
half of the total number of votes in the company shall be represented at the
general meeting and the resolution shall be adopted by at least 2/3 of the
votes cast and of the voting share capital represented at the general meeting.
Where less than half of the total number of votes in the company are
represented at the general meeting, but the proposal has been passed with two
thirds of the votes cast and the represented voting share capital, a new
general meeting shall be convened within three weeks where the proposal may be
passed with two thirds of the votes cast irrespective of the number of votes
represented.
Minutes shall be kept of the business transacted at the general meeting which
shall be signed by the chairman of the meeting and at least one of the members
of the supervisory board who attended the general meeting.
Article 12.
The company shall be managed by an executive board elected by the general
meeting and consisting of between three and nine members.
The supervisory board shall be elected for one year at a time, but members are
eligible for re-election.
In the case of vacancies the supervisory board shall act until the following
ordinary general meeting.
The supervisory board is responsible for the general management of the affairs
of the company.
The supervisory board shall elect a chairman and one or two deputy chairmen,
each of whom shall act in the absence of the chairman.
No decision shall be made at board meetings unless the majority of directors
are present. Resolutions shall be passed by a simple majority vote. In the case
of an equality of votes the chairman, alternatively the deputy chairman, shall
have the casting vote.
Minutes of the business transacted at board meetings shall be kept and signed
by the full supervisory board.
The supervisory board shall adopt its own rules of procedure.
The supervisory board shall employ an executive board of between one and four
members and shall stipulate the terms of the members' authority.
The company shall be bound by the joint signatures of a member of the executive
board and a member of the supervisory board or by the signatures of the full
board.
The supervisory board may grant collective powers of procuration.
Article 13.
The annual reports of the company shall be audited by one or more
state-authorised accountants elected by the general meeting. The auditor shall
be elected by the general meeting for one year at a time.
The auditor's fee shall be approved by the supervisory board.
Article 14.
The financial year of the company is from 1 May to 30 April.
***
Date of latest modification: 27 August 2009
SUPERVISORY BOARD
Svend Sigaard Ebbe Pelle Jacobsen Christian Majgaard
Jette Nielsen Karen Marie Grummesgaard
