July 2007
Curalogic A/S
CVR-no. 27 97 06 05
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| ARTICLES OF ASSOCIATION |
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Gorrissen Federspiel Kierkegaard
H.C. Andersens Boulevard 12
1553 Copenhagen V
Denmark
Name
1.1 The name of the Company is Curalogic A/S.
Registered Office
2.1 The registered office of the Company shall be situated in the municipality
of Copenhagen.
Objects
3.1 The objects of the Company are to develop medical products and to carry on
business related thereto.
Share capital and shares
4.1 The share capital of the Company is DKK 28,214,408 divided into shares of
DKK 0.50 each or multiples thereof.
4.2 The shares of the Company shall be registered in the name of the holder and
shall be recorded in the Company's register of shareholders.
4.3 The share register of the Company shall be kept by VP Investor Services A/S,
Helgeshøj Allé 61, P.O. box 20, DK-2630 Taastrup, who has been elected share
registrar on behalf of the Company.
4.4 The shares of the Company shall be negotiable instruments.
4.5 No restrictions shall apply to the transferability of the shares. No shares
shall carry preferential rights.
4.6 The shares shall be issued in dematerialised form by the VP Securities
Services. All rights attaching to the shares shall be notified with the VP
Securities Services according to applicable rules.
4.7 Until 31 March 2009 the Company's Board of Directors shall be authorised to
issue up to 1,160,000 warrants in one or more tranches granting right to
subscribe for shares. Subscription of the warrants shall be free of charge. The
shareholders of the Company shall have a no pre-emptive rights to subscribe
neither such warrants nor the shares that are subscribed for pursuant to such
warrants.
The warrants subscribed for may entitle the owners to subscribe shares in the
Company for a total nominal amount of DKK 580,000 equivalent to one share with
face value of DKK 0.50 per warrant.
In connection with exercising the authorisation to issue warrants, cf.
sub-section 1, and upon exercise of such warrants in the time period until March
31, 2009, the Board of Directors shall be authorised to increase the Company's
share capital in one or more tranches by up to nominally DKK 580,000.
The new shares shall be negotiable papers and shall be registered in the name of
the holder. No restrictions shall apply in respect of the transferability of the
new shares. The capital increase based on warrants shall be effected by cash
payment. The rights vested with the new shares, including the voting rights,
shall take effect from such time when the shares have been fully paid-up.
The specific terms governing the subscription and exercise of warrants and the
related increase of the share capital are set out in Terms of Warrants to
Employees, Board Members and consultants, Exhibit 1.
The Board of Directors is authorised to undertake such changes of these Articles
of Association which are a consequence of any such capital increase(s),
including cancellation of this provision, once the authorisation has been fully
utilised or when the time limits therefore have expired.
4.8 On 30 August 2005, the Board of Directors has resolved to issue 464,000
warrants to certain board members and employees without pre-emption rights for
the shareholders of the Company. The warrants entitle the holders to subscribe
for 464,000 shares at a price of DKK 1.545625 per share of nominally DKK 0.50.
The Board of Directors has at the same time resolved the increase of the share
capital related to the warrants. The specific terms governing the subscription
and exercise of warrants and the related increase of the share capital are set
out in Terms of Warrants to Employees and Board Members Exhibit 2, which
constitutes the complete resolution of the Board of Directors and is an integral
part of the Company's articles of association.
4.9 On 30 November 2005, the general meeting of shareholders has passed a
resolution to issue 1,552,896 warrants to a shareholder without pre-emption
rights for the other shareholders of the Company. The warrants entitle the
holder to subscribe for 1,552,896 shares at a price of DKK 1.931875 per share of
nominally DKK 0.50. The general meeting of shareholders has at the same time
resolved the related increase of the share capital of nominally DKK 776,448.
The specific terms governing the subscription and exercise of warrants and the
related increase of the share capital are set out in Exhibit 3, which
constitutes the complete resolution of the general meeting of shareholders and
is an integral part of the articles of association.
4.10 On 20 January 2006, the general meeting of shareholders has resolved to
issue 1,294,080 warrants to a shareholder without pre-emption rights for the
other shareholders of the Company. The warrants entitle the holder to subscribe
for 1,294,080 shares at a price of DKK 1.931875 per share of nominally DKK 0.50.
The general meeting of shareholders has at the same time resolved the related
increase of the share capital of nominally DKK 647,040.
The specific terms governing the subscription and exercise of warrants and the
related increase of the share capital are set out in Exhibit 4, which
constitutes the complete resolution of the general meeting of shareholders and
is an integral part of the articles of association.
4.11 On the 30 May 2006, the 1 November 2006, and the 15 January 2007,
respectively, the Board of Directors has resolved to issue a total of 1,040,000
warrants to board members, employees and clinical advisors without pre-emption
rights for the shareholders of the Company. The Board of Directors has at the
same time resolved the increase of the share capital related to the warrants.
The terms for the issue of the warrants are set out in Schedule 1 to the
Articles of Association and the subscription list, which has been signed by the
Board of Directors.
General Meetings
5.1 The general meetings of the Company shall be held in the Region Hovedstaden.
5.2 General meetings shall be convened by the Board of Directors by announcement
in at least one national Danish newspaper chosen by the Board of Directors and
through the Copenhagen Stock Exchange, with no less than eight calendar days'
and no more than four weeks' notice. Furthermore, a written notice convening the
general meeting shall be sent to all of the shareholders entered in the register
of shareholders who have so requisitioned.
5.3 The notice convening the general meeting shall include the agenda of the
general meeting and state the essential contents of any proposals concerning
amendments to the articles of association. If decision on amendment of the
articles of association is to be taken in accordance with Section 79 (1) or (2)
of the Danish Companies Act, the convening notice shall state the complete
wording of the proposal and the convening notice shall be sent to any registered
shareholder.
5.4 The annual general meeting of the Company shall be held within four months
after expiry of the financial year. Any proposal to be dealt with at the annual
general meeting shall be forwarded to the offices of the Company no later than 1
February that year.
5.5 An extraordinary general meeting shall be convened by the Board of Directors
no later than two weeks after a shareholder owning one tenth of the share
capital or the Company's auditor has sent a written request regarding a specific
subject to the offices of the Company.
Agenda of the general meeting
No later than eight days before a general meeting the agenda and the complete
proposals to be dealt with at the general meeting shall be presented for
inspection at the offices of the Company. In respect of the annual general
meeting, the duly signed annual report shall be presented for inspection by the
shareholders at the offices of the Company.
The agenda of the annual general meeting shall include the following:
1. The Board of Directors' report on the activities of the Company during the
past year.
2. Presentation and adoption of the audited annual report and granting discharge
of liability for the Board of Directors and the Management Board.
3. Distribution of profit or covering of in accordance with the annual report
adopted by the general meeting.
4. Appointment of members of the Board of Directors.
5. Appointment of auditor.
6. Any proposals from the Board of Directors or the shareholders.
7. Any other business.
Chairman of the General Meeting
A chairman appointed by the Board of Directors shall chair discussions at the
general meeting. The chairman decides on all questions concerning the
transaction of all business, the voting and the result hereof.
The business at the general meeting shall be recorded in a minute book, which
shall be signed by the chairman of the general meeting.
Attendance at the General Meeting
Any shareholder may attend the general meetings of the Company if the
shareholder has received an admission card on presentation of due proof of
identity no later than five calendar days prior to the general meeting. The
admission card shall be given to registered shareholders or on presentation of a
no more than eight days old statement of holdings of the VP Securities Services
or the account-holding institution as documentation of the shareholding.
Shareholders shall be entitled to attend general meetings by proxy and may be
accompanied by an adviser. The right to vote may be performed by proxy. Proxy
may be given to others than the Board of Directors provided that either the
shareholder or the proxy holder has obtained an admission card. In connection
with any request of admission card and at the access control of the general
meeting, the proxy shall present a written and dated proxy instrument which
shall not be given for more than one year.
Representatives of the press may attend the general meetings of the Company
upon presentation of a press card.
Voting rights at the General Meeting
Shareholders who have obtained admission cards shall have voting rights at the
general meeting. A shareholder who has acquired shares by transfer shall not be
entitled to exercise voting rights for the shares in question at general
meetings, unless the shares have been entered in the register of shareholders or
unless the shareholder has applied for registration of and substantiated his
acquisition.
Each nominal shareholding of DKK 0.50 shall carry one vote.
Decisions at the General Meeting
All business transacted at general meetings shall be determined by a simple
majority of votes, in the absence of any provision in the Danish Companies Act
requiring a certain representation or majority.
Board of Directors
The Company in general meeting shall elect a Board of Directors of no less than
three and no more than seven members. The Board of Directors shall have the
overall responsibility for the management of the Company's business. The
directors shall be eligible for re-appointment. No director may stay member of
the Board of Directors after the annual general meeting of the calendar year, in
which the director turns 70 years old.
The Board of Directors shall elect its own chairman.
The business transacted by the Board of Directors shall be decided by a simple
majority of votes. The chairman's vote shall be the casting vote in case of an
equality of votes.
The Board of Directors shall adopt specific rules of procedure relating to the
exercise of their powers.
The proceedings of board meetings shall be recorded in a minute book to be
signed by all members present.
Management Board
The Board of Directors shall appoint a Management Board consisting of one to
three members to be in charge of the day-to-day operations of the Company, one
of whom shall be the general manager.
The Board of Directors shall adopt rules governing the competences of the
managers.
Power to bind the Company
The Company shall be bound by legal obligations entered into on behalf of the
Company by any manager and any member of the Board of Directors jointly, or by
the entire Board of Directors.
Dividend
Resolutions on payment of dividend from the Company's funds shall be made
according to applicable rules.
Payment of dividend shall take place by transfer to the accounts designated by
the shareholders according to the rules applicable to shares registered with the
VP Securities Services.
Auditing
One state-authorised public accountant shall audit the annual reports of the
Company.
The auditor shall be elected at the annual general meeting for the period until
the next annual general meeting. The auditor shall be eligible for
re-appointment.
Financial year
The financial year of the Company shall be the calendar year.
The annual report shall be prepared in accordance with the Danish Financial
Statements Act and international reporting standards, including International
Financial Reporting Standards (“IFRS”).
Public acces
The articles of association and the last approved annual report shall be
available to the public and a copy can be obtained upon request at the offices
of the Company.
Translation
The original version of these Articles of Association has been prepared in
Danish and translated into English. In case of discrepancies between the Danish
version and the English version, the Danish version shall be the governing text.
Appendices
Appendix 1: Terms of Warrants to Employees, Board Members and Consultants.
Appendix 2:. Terms of Warrants to Employees and Board Members.
Appendix 3: Terms governing the subscription and exercise of warrants issued to
a shareholder.
Appendix 4: Terms governing the subscription and exercise of warrants issued to
a shareholder.
Adopted at the Company's annual general meeting 23 April 2007 and amended by the
Board of Directors on 4 July 2007.
The Board of Directors:
Jakob Schmidt Christian Karsten Hansen
Pamela Josephine Kirby Alf A. Lindberg
Carl Spana
Curalogic A/S
CVR-nr. 27 97 06 05
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| APPENDIX 1 TO ARTICLES OF ASSOCIATION |
| TERMS AND CONDITIONS OF WARRANTS (SUBSCRIPTION RIGHTS) FOR EMPLOYEES, BOARD |
| MEMBERS AND CONSULTANTS |
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The general meeting of Curalogic A/S (“Curalogic”) has authorised the Board of
Directors to issue warrants (the “Warrants”) to certain employees, board members
(see item 10) and Consultants (see item 11) for subscription of shares in
Curalogic on the following terms and conditions:
Granting of the Warrants
The Warrants are granted free of charge and each Warrant provides for the right
to subscribe 1 share of nominal value DKK 0.50 against cash contribution of the
Subscription Amount (as defined in the following). By the “Subscription Amount”
is meant an amount equivalent to the average stock market value of the shares of
the company during the two (2) weeks period up to the granting date with an
additional interest rate of 10 % p.a. from the time of the granting until
exercise. The Subscription Amount for warrants granted in connection with the
initial listing of the shares on the Copenhagen Stock Exchange shall be
equivalent to the offering price with an additional interest rate of 10 % p.a.
from the time of granting until exercise.
During a period of 2 weeks after the Board of Directors has offered the
Warrants to the employee, the Warrants may be subscribed for by the employee by
signing an agreement on subscription (the “Subscription List”) and delivering
this to Curalogic. If the Subscription List is not delivered to Curalogic in due
time, Curalogic's commitment to the employee in question shall lapse.
The Warrants shall be granted with effect from the date where Curalogic and the
employee have both signed the Subscription List (the “Assignment Date”). Due to
practical considerations, the granting of Warrants will normally take place once
a year during the two (2) weeks period after the publication of the preliminary
announcement of annual results or when new employees join the company.
Subsequent granting of Warrants to employees shall be based on the decision of
the Board of Directors as to the performance of the respective employees.
Earning of Warrants
The Warrants are earned linearly with 25 per cent yearly during the first four
years after the Assignment Date. Accordingly, 25 per cent of the Warrants are
earned one year after the Assignment Date, another 25 per cent two years after
the Assignment Date, another 25 per cent 3 years after the Assignment Date and
another 25 per cent 4 years after the Assignment Date. In case the employee's
employment with Curalogic is terminated, the terms of earning stated in item 4
shall apply.
The earning of Warrants is conditioned upon the employee's employment with
Curalogic. The employee shall not earn any Warrants after termination of the
employment regardless of the reason of such termination.
The earning of Warrants shall not be influenced by statutory leave.
Terms and conditions for the exercise of the Warrants
The employee will have the right to exercise his earned Warrants during a
period of six (6) years after the Assignment Date. The exercise of Warrants can
only take place during a period of four (4) weeks after the publication of
Curalogic's annual report in each of the respective years and during a period of
four (4) weeks after publication of each of Curalogic's half-year reports (the
“Exercise Period”). In case the employee's employment with Curalogic is
terminated, the terms of earning stated in item 4 shall apply. Warrants may
never be exercised if the employee in question is in possession of inside
information, cf. sections 34-35 of the Danish Securities Act. Curalogic's
“Internal rules on dealing with Company shares” shall apply for senior
executives and board members.
Under certain circumstances, Curalogic's Board of Directors may change the
Exercise Period, including if Curalogic's financial year is changed, if
Curalogic is part of a merger or demerger, or if Curalogic's shares are
exchanged or if the rules on insider trading prevent the employee from
exercising his earned Warrants in the Exercise Period. The employee's legal
position shall be weakened due to such changes.
During the Exercise Period, the employee may exercise his earned Warrants in
one or more portions until he has subscribed for the total amount of Curalogic
shares to which the earned Warrants entitle him.
If the employee wants to exercise his earned Warrants, Curalogic's Board of
Directors shall receive written notice hereof no later than on the day on which
the exercise of the Warrants is requested. The exercise notice shall specify the
number of shares subscribed for. Following an exercise notice, Curalogic shall
provide for the subscription requested by the employee and carry out such share
capital increase which is required in order to give effect to the subscription.
No later than seven (7) days after the exercise notice, the employee shall pay
in the total amount for subscription of the requested number of shares. Payment
shall take place either in cash, by banker's cheque or as otherwise specified by
Curalogic. Curalogic shall confirm the subscription and payment and shall
register the employee in its shareholders' register after the registration of
the capital increase with the Danish Commerce and Companies Agency.
The employee's exercise of earned Warrants and the subsequent holding of shares
in Curalogic are at any time subject to applicable rules for listed shares,
including rules on insider trading.
Warrants which have not yet been earned cannot not be exercised.
Warrants which have not been exercised upon expiration of the Exercise Period
shall lapse without further notice and compensation.
Termination of employment
Termination by Curalogic
If Curalogic gives notice to the employee without the employee being in breach
of his employment contract, the employee shall - regardless of the termination -
have the right to exercise granted, non-exercised Warrants in accordance with
items 2 and 3.
Termination by the employee
If the employee gives notice without Curalogic being in material breach of the
employment contract, the employee shall - regardless of the termination - have
the right to exercise granted, non-exercised Warrants in accordance with item 3.
If so, the Warrants shall be regarded as earned linearly and successively over a
four-year (4) period as from the Assignment Date. However, all Warrants which
have not been exercised within one (1) month from the date of termination shall
lapse without further notice and compensation.
If the employee gives notice due to Curalogic being in material breach of the
employment contract, the employee shall have the right to exercise his Warrants
as described in item 4.1.
Curalogic's termination is due to the employee being in breach of contract
If Curalogic gives notice to the employee due to his breach of the employment
contract with Curalogic, all Warrants which have not been exercised at the time
of the breach of the employment contract shall lapse without further notice and
compensation.
Termination due to death of employee
In the event of death of the employee, the estate and/or the successors shall
be entitled to exercise earned, non-exercised Warrants, cf. item 3. If so, the
Warrants shall be regarded as earned linearly and successively over a four-year
(4) period as from the Assignment Date. Furthermore, earned, non-exercised
Warrants may be exercised immediately before the closing of the estate; however,
never after the expiry of the Exercise Period. In all other respects, the estate
and/or the successors shall be subject to the terms and conditions of the
Warrants and the shares arising out of the exercise of the Warrants applicable
to the employee.
Termination because of the employee's retirement due to ageing or disability
Upon retirement due to ageing or disability, the employee is entitled to
exercise granted, non-exercised Warrants, cf. items 2 and 3. Moreover, the
employee shall be subject to the terms and conditions of the Warrants and the
shares arising out of the exercise of the Warrants otherwise applicable to the
employee.
Adjustment of the Warrants in connection with amendments in Curalogic's share
capital
Curalogic share capital amendments
Except as stated in this item 5, the Subscription Amount and/or the number of
shares to be subscribed for based on the Warrants shall not be adjusted in case
of changes to Curalogic's capital structure, including capital increase, capital
reduction, issue of convertible debt instruments, issue of new warrants,
liquidation, merger or demerger, prior to the exercise of the Warrants.
Liquidation
If it is decided to liquidate Curalogic, the employee shall have the right to
exercise his non-exercised Warrants prior to the liquidation, cf. item 5.5,
notwithstanding items 2.1 and 3.
Merger and demerger
If Curalogic merges as the discontinuing company, or if Curalogic demerges, the
continuing company(ies) may choose one of the following options:
Notwithstanding items 2.1 and 3, the employee will have the right to exercise
his non-exercised Warrants immediately prior to the merger or demerger, cf. item
5.5, or
The Warrants shall be replaced by new share instruments in the continuing
company(ies) of equivalent value to the employee after tax. In the event of a
demerger, the continuing companies may decide in which company the employee
shall receive new share instruments.
If Curalogic merges as the continuing company, the Warrants shall not be
influenced.
Sale or exchange of controlling interest
If more than half of Curalogic's share capital is sold or exchanged, the
purchasing company may choose one of the following options:
The Warrants continue unchanged,
Notwithstanding items 2.1 and 3, the employee may exercise his non-exercised
Warrants immediately before the sale or the exchange, cf. item 5.5.
Subsequently, the employee shall be under an obligation to sell or exchange the
acquired shares on the terms and conditions applicable to the existing
shareholders, or
The Warrants shall be replaced by new share instruments in the purchasing
company of equivalent value to the employee after tax.
Notice of the exercise of Warrants in connection with liquidation, merger,
demerger and sale or exchange of controlling interest
If such decision as stated in items 5.2, 5.3 (i) or 5.4 (ii) is made, Curalogic
shall inform the employee hereof in writing. Within a period of four (4) weeks
from the despatch of Curalogic's notice, the employee shall inform Curalogic's
Board of Directors in writing as to the number of Warrants he wishes to
exercise. After this period, non-exercised Warrants shall lapse without further
notice and compensation.
Bonus shares/share split
If Curalogic issues bonus shares or a share split is carried out, the
subscription price shall be decreased and the number of shares increased
(rounded down) so that the employee is compensated for the share scheme in
question and so that the employee's shareholding in the company shall be as if
the Warrants had been exercised immediately prior to the decision to issue bonus
shares/carry out a share split.
Capital reduction to cover losses
If Curalogic's share capital is reduced to cover losses, the number of shares
which the employee may subscribe for by exercising his Warrants shall be
decreased (rounded down) so that the employee's shareholding in the company
shall be as if the Warrants had been exercised immediately prior the decision to
reduce the share capital. The subscription price shall not change.
Transfer and pledging of Warrants
The Warrants are personal and cannot be sold, given away, pledged or otherwise
transferred to a third party, voluntarily or by execution.
Terms and conditions of subscribed shares based on Warrants (“Shares”)
The Shares shall hold the same rights as other shares in Curalogic as stated in
the articles of association. The new Shares shall be negotiable instruments and
shall be registered shares. No restrictions shall apply to the transferability
of the new Shares. Subscription for new Shares based on Warrants shall be
settled by cash contribution. The rights of the new Shares, including the voting
right, shall be attained once the Shares are fully paid up. Curalogic's
estimated costs in connection with each capital increase are DKK 15,000.
If amendments of the articles of association of relevance to the existing
shares are carried out, including amendments as mentioned in item 7.1, such
amendments shall also apply to the new Shares.
Tax issues
Tax consequences for the employee due to the Warrants and the subsequent
exercise hereof are of no relevance to Curalogic.
Miscellaneous
The Warrants shall not be included when calculating holiday pay, redundancy
payment, payment or compensation determined by law, pension etc.
Members of the Board of Directors
These terms and conditions shall also apply when Warrants are granted to
members of the Board of Directors of Curalogic subject to the modifications
stated in this item 10.
With reference to item 2.2, the earning of Warrants shall be conditional on
board membership of Curalogic. The board member shall not earn any Warrants
after termination of the board membership, regardless of the reason hereof.
Items 2.3 and 4 shall not apply.
If the board member resigns from the Board of Directors of Curalogic, the board
member will only have the right to exercise granted, earned Warrants.
Consultants
These terms and conditions shall also apply when Warrants are granted to
consultants to Curalogic subject to the modifications stated in this item 11.
With reference to item 2.2, the earning of Warrants shall be conditional on
acting as consultant to Curalogic. The consultant shall not earn any Warrants
after termination of the advice service, regardless of the reason hereof.
Items 2.3 and 4 shall not apply.
If the consultant cease to render clinical advice service to Curalogic, the
consultant will only have the right to exercise granted, earned Warrants.
Arbitration
The terms and conditions of the Warrants shall be governed by and construed in
accordance with Danish law.
Any dispute arising from the Warrants, their implementation, performance,
construction and termination shall - if it cannot be settled amicably - be
settled with final and binding effect by arbitration pursuant to the rules of
the Danish Institute of Arbitration (Danish Arbitration). The arbitral tribunal
shall consist of 3 arbitrators. If the dispute involves two parties, each party
shall appoint an arbitrator and the Danish Institute of Arbitration shall
appoint the chairman of the arbitral tribunal. If the dispute involves more than
two parties, the Danish Institute of Arbitration shall appoint all three
arbitrators unless otherwise agreed by the parties. The arbitral tribunal shall
take place in Copenhagen.
-o0o-
Curalogic A/S
CVR-nr. 27 97 06 05
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| APPENDIX 2 TO ARTICLES OF ASSOCIATION |
| TERMS AND CONDITIONS OF WARRANTS (SUBSCRIPTION RIGHTS) FOR EMPLOYEES AND |
| BOARD MEMBERS |
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Pursuant to an authorisation of the general meeting of 8 October 2004, the Board
of Directors of Curalogic A/S (“Curalogic”) has decided to issue warrants (the
“Warrants”) to certain employees and board members (see item 10) for
subscription of shares in Curalogic on the following terms and conditions:
Granting of the Warrants
The Warrants are granted free of charge and each Warrant provides for the right
to subscribe 1 share of nominal value DKK 0.50 against cash contribution of DKK
1.545625.
During a period of 2 weeks after the Board of Directors has offered the
Warrants to the employee, the Warrants may be subscribed for by the employee by
signing an agreement on subscription (the “Subscription List”) and delivering
this to Curalogic. If the Subscription List is not delivered to Curalogic in due
time, Curalogic's commitment to the employee in question shall lapse.
The Warrants shall be granted with effect from the date where Curalogic and the
employee have both signed the Subscription List (the “Assignment Date”). Due to
practical considerations, the formal granting of Warrants will normally take
place once a year.
Earning of Warrants
The Warrants are earned with 25 per cent yearly during the first four years
after the Assignment Date. Accordingly, 25 per cent of the Warrants are earned
one year after the Assignment Date, another 25 per cent two years after the
Assignment Date, another 25 per cent 3 years after the Assignment Date and
another 25 per cent 4 years after the Assignment Date. In case the employee's
employment with Curalogic is terminated, the terms of earning stated in item 4
shall apply.
The earning of Warrants is conditioned upon the employee's employment with
Curalogic. The employee shall not earn any Warrants after termination of the
employment regardless of the reason of such termination.
The earning of Warrants shall not be influenced by statutory leave.
Terms and conditions for the exercise of the Warrants
The employee will have the right to exercise his earned Warrants during a
period of six (6) years after the Assignment Date. The exercise of Warrants can
only take place during a period of four (4) weeks after the publication of
Curalogic's annual report in each of the respective years and during a period of
four (4) weeks after publication of each of Curalogic's half-year reports (the
“Exercise Period”). In case the employee's employment with Curalogic is
terminated, the terms of earning stated in item 4 shall apply. Warrants may
never be exercised if the employee in question is in possession of inside
information, cf. sections 34-35 of the Danish Securities Act. Curalogic's
“Internal rules on dealing with Company shares” shall apply for senior
executives and board members.
Under certain circumstances, Curalogic's Board of Directors may change the
Exercise Period, including if Curalogic's financial year is changed, if
Curalogic is part of a merger or demerger, or if Curalogic's shares are
exchanged or if the rules on insider trading prevent the employee from
exercising his earned Warrants in the Exercise Period. The employee's legal
position shall be weakened due to such changes.
During the Exercise Period, the employee may exercise his earned Warrants in
one or more portions until he has subscribed for the total amount of Curalogic
shares to which the earned Warrants entitle him.
If the employee wants to exercise his earned Warrants, Curalogic's Board of
Directors shall receive written notice hereof no later than on the day on which
the exercise of the Warrants is requested. The exercise notice shall specify the
number of shares subscribed for. Following an exercise notice, Curalogic shall
provide for the subscription requested by the employee and carry out such share
capital increase which is required in order to give effect to the subscription.
No later than seven (7) days after the exercise notice, the employee shall pay
in the total amount for subscription of the requested number of shares. Payment
shall take place either in cash, by banker's cheque or as otherwise specified by
Curalogic. Curalogic shall confirm the subscription and payment and shall
register the employee in its shareholders' register after the registration of
the capital increase with the Danish Commerce and Companies Agency.
The employee's exercise of earned Warrants and the subsequent holding of shares
in Curalogic are at any time subject to applicable rules for listed shares,
including rules on insider trading.
Warrants which have not yet been earned cannot not be exercised.
Warrants which have not been exercised upon expiration of the Exercise Period
shall lapse without further notice and compensation.
Termination of employment
Termination by Curalogic
If Curalogic gives notice to the employee without the employee being in breach
of his employment contract, the employee shall - regardless of the termination -
have the right to exercise granted, non-exercised Warrants in accordance with
items 2 and 3.
Termination by the employee
If the employee gives notice without Curalogic being in material breach of the
employment contract, the employee shall - regardless of the termination - have
the right to exercise granted, non-exercised Warrants in accordance with item 3.
If so, notwithstanding item 2.1, the Warrants shall be regarded as earned
linearly and successively over a four-year (4) period as from the Assignment
Date. However, all Warrants which have not been exercised within one (1) month
from the date of termination shall lapse without further notice and
compensation.
If the employee gives notice due to Curalogic being in material breach of the
employment contract, the employee shall have the right to exercise his Warrants
as described in item 4.1.
Curalogic's termination is due to the employee being in breach of contract
If Curalogic gives notice to the employee due to his breach of the employment
contract with Curalogic, all Warrants which have not been exercised at the time
of the breach of the employment contract shall lapse without further notice and
compensation.
Termination due to death of employee
In the event of death of the employee, the estate and/or the successors shall
be entitled to exercise earned, non-exercised Warrants, cf. item 3. If so, the
Warrants shall - regardless of item 2.1 - be regarded as earned linearly and
successively over a four-year (4) period as from the Assignment Date.
Furthermore, earned, non-exercised Warrants may be exercised immediately before
the closing of the estate; however, never after the expiry of the Exercise
Period. In all other respects, the estate and/or the successors shall be subject
to the terms and conditions of the Warrants and the shares arising out of the
exercise of the Warrants applicable to the employee.
Termination because of the employee's retirement due to ageing or disability
Upon retirement due to ageing or disability, the employee is entitled to
exercise granted, non-exercised Warrants, cf. items 2 and 3. Moreover, the
employee shall be subject to the terms and conditions of the Warrants and the
shares arising out of the exercise of the Warrants otherwise applicable to the
employee.
Adjustment of the Warrants in connection with amendments in Curalogic's share
capital
Curalogic share capital amendments
Except as stated in this item 5, the subscription price and/or the number of
shares to be subscribed for based on the Warrants shall not be adjusted in case
of changes to Curalogic's capital structure, including capital increase, capital
reduction, issue of convertible debt instruments, issue of new warrants,
liquidation, merger or demerger, prior to the exercise of the Warrants.
Liquidation
If it is decided to liquidate Curalogic, the employee shall have the right to
exercise his non-exercised Warrants prior to the liquidation, cf. item 5.5,
notwithstanding items 2.1 and 3.
Merger and demerger
If Curalogic merges as the discontinuing company, or if Curalogic demerges, the
continuing company(ies) may choose one of the following options:
Notwithstanding items 2.1 and 3, the employee will have the right to exercise
his non-exercised Warrants immediately prior to the merger or demerger, cf. item
5.5, or
The Warrants shall be replaced by new share instruments in the continuing
company(ies) of equivalent value to the employee after tax. In the event of a
demerger, the continuing companies may decide in which company the employee
shall receive new share instruments.
If Curalogic merges as the continuing company, the Warrants shall not be
influenced.
Sale or exchange of controlling interest
If more than half of Curalogic's share capital is sold or exchanged, the
purchasing company may choose one of the following options:
The Warrants continue unchanged,
Notwithstanding items 2.1 and 3, the employee may exercise his non-exercised
Warrants immediately before the sale or the exchange, cf. item 5.5.
Subsequently, the employee shall be under an obligation to sell or exchange the
acquired shares on the terms and conditions applicable to the existing
shareholders, or
The Warrants shall be replaced by new share instruments in the purchasing
company of equivalent value to the employee after tax.
Notice of the exercise of Warrants in connection with liquidation, merger,
demerger and sale or exchange of controlling interest
If such decision as stated in items 5.2, 5.3 (i) or 5.4 (ii) is made, Curalogic
shall inform the employee hereof in writing. Within a period of four (4) weeks
from the despatch of Curalogic's notice, the employee shall inform Curalogic's
Board of Directors in writing as to the number of Warrants he wishes to
exercise. After this period, non-exercised Warrants shall lapse without further
notice and compensation.
Bonus shares/share split
If Curalogic issues bonus shares or a share split is carried out, the
subscription price shall be decreased and the number of shares increased
(rounded down) so that the employee is compensated for the share scheme in
question and so that the employee's shareholding in the company shall be as if
the Warrants had been exercised immediately prior to the decision to issue bonus
shares/carry out a share split.
Capital reduction to cover losses
If Curalogic's share capital is reduced to cover losses, the number of shares
which the employee may subscribe for by exercising his Warrants shall be
decreased (rounded down) so that the employee's shareholding in the company
shall be as if the Warrants had been exercised immediately prior the decision to
reduce the share capital. The subscription price shall not change.
Transfer and pledging of Warrants
The Warrants are personal and cannot be sold, given away, pledged or otherwise
transferred to a third party, voluntarily or by execution.
Terms and conditions of subscribed shares based on Warrants (“Shares”)
The Shares shall hold the same rights as other shares in Curalogic as stated in
the articles of association. The new Shares shall be negotiable instruments and
shall be registered shares. No restrictions shall apply to the transferability
of the new Shares. Subscription for new Shares based on Warrants shall be
settled by cash contribution. The rights of the new Shares, including the voting
right, shall be attained once the Shares are fully paid up. Curalogic's
estimated costs in connection with each capital increase are DKK 15,000.
If amendments of the articles of association of relevance to the existing
shares are carried out, including amendments as mentioned in item 7.1, such
amendments shall also apply to the new Shares.
Tax issues
Tax consequences for the employee due to the Warrants and the subsequent
exercise hereof are of no relevance to Curalogic.
Miscellaneous
The Warrants shall not be included when calculating holiday pay, redundancy
payment, payment or compensation determined by law, pension etc.
Members of the Board of Directors
These terms and conditions shall also apply when Warrants are granted to
members of the Board of Directors of Curalogic subject to the modifications
stated in this item 10.
With reference to item 2.2, the earning of Warrants shall be conditional on
board membership of Curalogic. The board member shall not earn any Warrants
after termination of the board membership, regardless of the reason hereof.
Items 2.3 and 4 shall not apply.
If the board member resigns from the Board of Directors of Curalogic, the board
member will only have the right to exercise granted, earned Warrants.
Arbitration
The terms and conditions of the Warrants shall be governed by and construed in
accordance with Danish law.
Any dispute arising from the Warrants, their implementation, performance,
construction and termination shall - if it cannot be settled amicably - be
settled with final and binding effect by arbitration pursuant to the rules of
the Danish Institute of Arbitration (Danish Arbitration). The arbitral tribunal
shall consist of 3 arbitrators. If the dispute involves two parties, each party
shall appoint an arbitrator and the Danish Institute of Arbitration shall
appoint the chairman of the arbitral tribunal. If the dispute involves more than
two parties, the Danish Institute of Arbitration shall appoint all three
arbitrators unless otherwise agreed by the parties. The arbitral tribunal shall
take place in Copenhagen.
-o00-
Curalogic A/S
CVR-no. 27 97 06 05
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| APPENDIX 3 TO THE ARTICLES OF ASSOCIATION |
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Resolution
On November 30, 2005 the general meeting of Curalogic A/S (hereinafter the
"Company") has passed a resolution to issue 1,552,896 warrants to one
shareholder without pre-emption right for the other shareholders of the Company.
The warrants entitle the holder to subscribe shares of a nominal value up to DKK
776,448 in the Company.
Consequently, the general meeting has also passed a resolution regarding the
cash capital increase relating to the warrants up to nominally DKK 776,448. As
part of this the general meeting has laid down the following detailed terms for
subscription and exercise of the warrants and for the pertaining capital
increase:
Subscription Period and Consideration
2.1 The warrants are subscribed for by signing of the minutes of the general
meeting. No consideration is paid for the warrants.
Amount and Subscription Price
Each warrant entitles the holder to sub-scribe for one share in the Company
with a nominal value of DKK 0.50 at a price of DKK 1.931875 (corresponding a
price of 386,375).
The maximum nominal amount of the capital increase that can be subscribed for
on the basis of the warrants is DKK 776,448 and the minimum nominal amount is
DKK 0.50.
Exercise of Warrants
4.1 The warrants can be exercised by giving notice to the Company (i) at any
given time in the period up to and including November 30, 2010, or (ii) in case
of the Company's liquidation up to and including the date fixed by the Board of
Directors ((i) and (ii) hereinafter together referred to as the "Exercise
Date"). The warrants may, however, never be exercised if the shareholder,
including executives and board members of the shareholder, are possessing inside
information, cf. the Securities Trading Act Sections 34-35. In respect of
executives and board members of the Company, the Company's “Internal Rules for
Trading in the Company's Shares” also apply.
Changes in the Capital Situation of the Company
In the event of changes in the share capital of the Company, issue of
convertible bonds or other warrants, neither the subscription price, cf. clause
3, nor the number of shares that can be subscribed for by exercise of the
warrants shall be adjusted, except for the changes mentioned in this clause 5.
In the event that the Company issues bonus shares or a share split is executed
the subscription price must be reduced and the number of shares increased
(rounded down) to the extent required to compensate for the said event and so
that the holder of the warrants' in respect of the share capital will be treated
as if the war-rants were exercised prior to the resolution to issue bonus
shares/carry out a share split.
If the share capital of the Company is reduced to cover a loss, the number of
shares that the holders of warrants can subscribe for by exercising the warrants
must be reduced (rounded down) so that the holders' capital share in the Company
is unaffected by the resolution on the capital reduction. The subscription price
will not change.
In the event that
- the Company merges as the discontinuing company; or
- the Company is demerged,
the warrants are replaced by new share instruments in the continuing
company(ies) having a similar economic value for the holders. In case of a
demerger, the continuing companies may decide in which company the holders shall
receive the new share instruments.
Notwithstanding the above, the holders are entitled to at any given time to
exercise their warrants in accordance with clause 4.1.
In the event that
it is resolved to liquidate the Company,
the holders of warrants must be given a reasonable period of time to exercise
the not exercised warrants before the liquidation.
If adjustments referred to in this clause 5 results in the subscription price
being lower than par value, the holders of war-rants can as a starting point not
exercise the warrants. However, the holders may exercise the warrants, if the
holders accept to increase the subscription price to par value without receiving
compensation.
If one of the events referred to in clause 5 has occurred, the Company shall
request the auditors of the Company to calculate the adjustment to be made.
The auditors' calculation must be made in accordance with generally accepted
principles. If the calculation presupposes an assessment of the market value of
the Company, such assessment must be made on the basis of generally recognised
principles. The auditors' calculation is final and conclusive and with binding
effect on the Company and the holders of warrants.
Lapse of Warrants
If the warrants are not exercised the Exercise Date at the latest, the
un-exercised warrants will lapse automatically and without notice or
compensation.
Other Terms
The general meeting has resolved that the following terms shall apply in
general in connection with the issue of the warrants and subsequent subscription
for new shares by exercise of issued warrants:
- the other shareholders have no pre-emption right to the warrants, as they are
offered for the benefit of one shareholder;
- the other shareholders have no pre-emption right to new shares issued on the
basis of the warrants;
- the new shares issued on the basis of the warrants must be paid in cash
simultaneously with subscription;
- the new shares issued at exercise of the warrants must be issued in the name
of the holder and recorded in the Register of Shareholders of the Company;
- the new shares issued at exercise of the warrants shall be freely
transferable negotiable instruments;
- the new shares issued at exercise of the warrants are not subject to
restrictions in pre-emption rights at future capital increases;
- in the event of a general change in the rights of the shares in the Company
prior to the exercise of the warrants the new shares issued on the basis of the
warrants shall be granted the same rights as the rest of the Company's shares at
the time of exercising the warrants;
- the new shares issued at the exercise of the warrants entitle the holder to
dividend and other rights in the Company from the time of registration of the
capital increase with the Danish Commerce and Companies Agency;
- the Company shall defray the costs incurred in connection with issue of the
warrants and subsequent exercise thereof. The estimated costs of the Company
connected with the issue and pertaining capital increase are DKK 15,000.
Tax
Any tax consequences of subscription of the warrants, including tax
consequences of exercise of the warrants are of no concern to the Company.
Curalogic A/S
CVR-no. 27 97 06 05
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| APPENDIX 4 TO THE ARTICLES OF ASSOCIATION |
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Resolution
On January 20, 2006 the general meeting of Curalogic A/S (hereinafter the
"Company") has passed a resolution to issue 1,294,080 warrants to one
shareholder without pre-emption right for the other shareholders of the Company.
The warrants entitle the holder to subscribe shares of a nominal value up to DKK
647,040 in the Company.
Consequently, the general meeting has also passed a resolution regarding the
cash capital increase relating to the warrants up to nominally DKK 647,040. As
part of this the general meeting has laid down the following detailed terms for
subscription and exercise of the warrants and for the pertaining capital
increase:
Subscription Period and Consideration
2.1 The warrants are subscribed for by signing of the minutes of the general
meeting. No consideration is paid for the warrants.
Amount and Subscription Price
Each warrant entitles the holder to sub-scribe for one share in the Company
with a nominal value of DKK 0.50 at a price of DKK 1.931875 (corresponding a
price of 386.375).
The maximum nominal amount of the capital increase that can be subscribed for
on the basis of the warrants is DKK 647,040, and the minimum nominal amount is
DKK 0.50.
Exercise of Warrants
4.1 The warrants can be exercised by giving notice to the Company (i) at any
given time in the period up to and including January 20, 2011, or (ii) in case
of the Company's liquidation up to and including the date fixed by the Board of
Directors ((i) and (ii) hereinafter together referred to as the "Exercise
Date"). The warrants may, however, never be exercised if the shareholder,
including executives and board members of the shareholder, are possessing inside
information, cf. the Securities Trading Act Sections 34-35. In respect of
executives and board members of the Company, the Company's “Internal Rules for
Trading in the Company's Shares” also apply.
Changes in the Capital Situation of the Company
In the event of changes in the share capital of the Company, issue of
convertible bonds or other warrants, neither the subscription price, cf. clause
3, nor the number of shares that can be subscribed for by exercise of the
warrants shall be adjusted, except for the changes mentioned in this clause 5.
In the event that the Company issues bonus shares or a share split is executed
the subscription price must be reduced and the number of shares increased
(rounded down) to the extent required to compensate for the said event and so
that the holder of the warrants' in respect of the share capital will be treated
as if the war-rants were exercised prior to the resolution to issue bonus
shares/carry out a share split.
If the share capital of the Company is reduced to cover a loss, the number of
shares that the holders of warrants can subscribe for by exercising the warrants
must be reduced (rounded down) so that the holders' capital share in the Company
is unaffected by the resolution on the capital reduction. The subscription price
will not change.
In the event that
- the Company merges as the discontinuing company; or
- the Company is demerged,
the warrants are replaced by new share instruments in the continuing
company(ies) having a similar economic value for the holders. In case of a
demerger, the continuing companies may decide in which company the holders shall
receive the new share instruments.
Notwithstanding the above, the holders are entitled to at any given time to
exercise their warrants in accordance with clause 4.1.
In the event that
it is resolved to liquidate the Company,
the holders of warrants must be given a reasonable period of time to exercise
the not exercised warrants before the liquidation.
If adjustments referred to in this clause 5 results in the subscription price
being lower than par value, the holders of war-rants can as a starting point not
exercise the warrants. However, the holders may exercise the warrants, if the
holders accept to increase the subscription price to par value without receiving
compensation.
If one of the events referred to in clause 5 has occurred, the Company shall
request the auditors of the Company to calculate the adjustment to be made.
The auditors' calculation must be made in accordance with generally accepted
principles. If the calculation presupposes an assessment of the market value of
the Company, such assessment must be made on the basis of generally recognised
principles. The auditors' calculation is final and conclusive and with binding
effect on the Company and the holders of warrants.
Lapse of Warrants
If the warrants are not exercised the Exercise Date at the latest, the
un-exercised warrants will lapse automatically and without notice or
compensation.
Other Terms
The general meeting has resolved that the following terms shall apply in
general in connection with the issue of the warrants and subsequent subscription
for new shares by exercise of issued warrants:
- the other shareholders have no pre-emption right to the warrants, as they are
offered for the benefit of one shareholder;
- the other shareholders have no pre-emption right to new shares issued on the
basis of the warrants;
- the new shares issued on the basis of the warrants must be paid in cash
simultaneously with subscription;
- the new shares issued at exercise of the warrants must be issued in the name
of the holder and recorded in the Register of Shareholders of the Company;
- the new shares issued at exercise of the warrants shall be freely
transferable negotiable instruments;
- the new shares issued at exercise of the warrants are not subject to
restrictions in pre-emption rights at future capital increases;
- in the event of a general change in the rights of the shares in the Company
prior to the exercise of the warrants the new shares issued on the basis of the
warrants shall be granted the same rights as the rest of the Company's shares at
the time of exercising the warrants;
- the new shares issued at the exercise of the warrants entitle the holder to
dividend and other rights in the Company from the time of registration of the
capital increase with the Danish Commerce and Companies Agency;
- the Company shall defray the costs incurred in connection with issue of the
warrants and subsequent exercise thereof. The estimated costs of the Company
connected with the issue and pertaining capital increase are DKK 15,000.
Tax
Any tax consequences of subscription of the warrants, including tax
consequences of exercise of the warrants are of no concern to the Company.
