Articles of Association of GN Store Nord A/S (CVR no 24 25 78 43) 1 ...

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4.3 The shares are issued to bearer, but may be registered in the name of the holder in the Company’s register of shareholders. The register is kept by VP Investor Services A/S (VP Services A/S), Weidekampsgade 14, 2300 Copenhagen S. 4.4 The shares are negotiable instruments. 4.5 No shares carry any special rights. 4.6 Shareholders must notify the Company of major shareholdings and any changes herein, see section 55 of the Danish Public Companies Act. The notification must be given no later than two weeks after either one of the limits referred to in section 55 of the Danish Public Companies Act has been reached or not. 5 Increase of the share capital 5.1 The Board of Directors is authorized to increase the share capital with preemptive rights for the shareholders by issuing new shares in one or more rounds up to a total nominal amount of DKK 150,000,000, see however Article 5.3. The authorization is valid until 30 April 2013, but is renewable for one or more periods of one to five years’ duration. 5.2 The Board of Directors is authorized to increase the share capital without preemptive rights for the shareholders by issuing new shares in one or more rounds up to a total nominal amount of DKK 150,000,000, see however Article 5.3. The subscription price for the new shares shall be equivalent to the market price. The authorization is valid until 30 April 2013, but is renewable for one or more periods of one to five years’ duration. 5.3 The authority given to the Board of Directors under Articles 5.1 and 5.2 can altogether in the aggregate be exercised to increase the share capital by a maximum nominal amount of DKK 150,000,000. Subject to resolution by the Board of Directors the increase may take place by payment in cash, payment in assets, conversion of debt or issue of bonus shares. 5.4 Board of Directors has partially exercised the previous authorizations referred in the Articles of Association to issue warrants in accordance with the resolutions mentioned below: (a) Resolution by the Board of Directors of 18 August 2005, whereby the Board of Directors issued warrants at a total nominal value of DKK 4,277,924 share capital, which, when exercised, will result in a maximum capital increase of nominally DKK 4,277,924. The exercise price is DKK 61.7 per share of DKK 4.
(b) Resolution by the Board of Directors of 16 August 2006, whereby the Board of Directors issued warrants at total nominal value of DKK 3,465,828 share capital, which, when exercised, will result in a maximum capital increase of nominally DKK 3,465,828. The exercise price is DKK 85.8 per share of DKK 4. (c) Resolution by the Board of Directors of 13 November 2006, whereby the Board of Directors issued warrants at a total nominal value of DKK 339,804 share capital, which, when exercised, will result in a maximum capital increase of nominally DKK 339,804. The exercise price is DKK 80.4 per share of DKK 4. (d) Resolution by the Board of Directors of 3 March 2008, whereby the Board of Directors issued warrants at a total nominal value of DKK 400,000 share capital, which, when exercised, will result in a maximum capital increase of nominally DKK 400,000. The exercise price is DKK 25.2 per share of DKK 4. (e) Resolution by the Board of Directors of 21 August 2008, whereby the Board of Directors issued warrants at a total nominal value of DKK 396,104 share capital which, when exercised, will result in a maximum capital increase of nominally DKK 396,104. The exercise price is DKK 26.9 per share of DKK 4. (f) Resolution by the Board of Directors of 1 April 2009, whereby the Board of Directors issued warrants at a total nominal value of DKK 426,000 share capital, which, when exercised, will result in a maximum capital increase of nominal DKK 426,000. The exercise price is DKK 14.1 per share of DKK 4. The issued warrants grant in total the right to issue share capital of the company at a total nominal value of DKK 9,305,660. The terms of the warrants are stated in Appendix 1, GN Store Nord A/SØ – Stock Incentive Plan. 5.5 Subject to resolution by the share capital may be increased in one or more rounds up to a total nominal value of DKK 9,305,660 against payment in cash in connection with the exercise of warrants granted under the former authorizations to issue warrants. The Company’s shareholders have no preemptive rights to shares issued pursuant to this authorization. 5.6 Shares issued pursuant to this Article 5 are issued to bearer, but may be registered on name. The shares carry dividend from such time as resolved by the Board of Directors, but not later than for the financial year following the year of the capital increase. The shares are freely negotiable instruments. The new shares rank in all respects pari passu with the existing share capital.
Page 1: Articles of Association of GN Store
Page 5 and 6: 9.3 Extraordinary general meetings
Page 7 and 8: whether the request is submitted in
Page 9 and 10: 15.10 The Board of Directors may, i

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