June 2009 THE DANISH ACT ON PUBLIC AND PRIVATE LIMITED LIABILITY COMPANIES AMENDMENTS

Save this PDF as:
 WORD  PNG  TXT  JPG

Size: px
Start display at page:

Download "June 2009 THE DANISH ACT ON PUBLIC AND PRIVATE LIMITED LIABILITY COMPANIES AMENDMENTS"

Transcription

1 June 2009 THE DANISH ACT ON PUBLIC AND PRIVATE LIMITED LIABILITY COMPANIES AMENDMENTS Gorrissen Federspiel Kierkegaard H.C. Andersens Boulevard DK-1553 Copenhagen V, Denmark

2 New act on limited liability companies (A/S and ApS 1 ) Overview of amendments On 29 May 2009, the Danish Parliament (the Folketing) adopted a new act on public and private limited liability companies. No date of entry into force is stated in the act as it is intended to take effect in stages as determined by the Ministry of Economic and Business Affairs. The gradual implementation is necessitated by the fact that the IT system of the Danish Commerce and Companies Agency calls for an upgrade in order to administer the new act, among other things. In reality, the two existing Danish companies acts are integrated into one act introducing a number of important liberalisations. This memo lists a number of the most important amendments contemplated by the act. Company formation Removal of the requirement that the shares in a private limited company shall be subscribed by the founders. Access to use official standardised articles of association with the addition of individual details. No requirement to state the registered office and auditor in the articles of association. Company capital The minimum capital requirement of DKK 125,000 for private limited companies is lowered to DKK 80,000. Requirement for the payment of a minimum of 25 % of the company capital plus any premium, however, not less than DKK 80,000 (applies to both private and public limited companies). The subscribed capital remains a personal claim on the subscriber and is payable on demand. Capital losses if the equity is lower than DKK 62, Public limited company (A/S) and private limited company (ApS)

3 Full voting rights on all shares even if the entire subscription amount has not been paid (provided that the balance remains uncalled). Contribution in kind may in certain situations take place without a valuation report. Formation with future effect is possible. However, the company may undertake no obligations during the period preceding the formation taking legal effect. Formation by contribution of a controlling interest in another company is possible with retrospective effect for accounting purposes. The provisions governing subsequent acquisitions (post formation) have been cancelled for private limited companies but apply to public limited companies in the event of acquisition from founders. Shares Access to issue shares with no voting rights. Cancellation of the requirement that voting rights attached to certain shares cannot exceed 10 times the voting rights attached to other shares with identical denomination. Possibility to issue individual shares ( stykkapitalandele ). Shareholders register publicly available in relation to ownership and voting rights exceeding 5 %. Obligation to notify is triggered when thresholds of 10, 15, 20, 25, 50, 90 or 100 % as well as 1/3 and 2/3 are reached (subject to fines). Possibility to issue ownership certificates in private limited companies. Compulsory redemption The rules have been extended to include private limited companies. Clarification of the difference between statutory compulsory redemption and compulsory redemption provided for in the articles of association. A resolution on compulsory redemption may be passed without involving the company s management.

4 General shareholders meetings The directive on shareholders rights will be implemented in the Act which will impact on companies with shares listed for trade on regulated markets. Capital owners may unanimously decide that resolutions relating to the company shall be passed otherwise than at a general meeting. The rule does not apply to governmental and listed companies etc. Shareholders agreements are not binding for the company and resolutions passed at general meetings. Non time limited proxies to attend general meetings may be issued to other proxy holders than the company s management. Proxies to the company s management may only be issued for the purpose of a specific general meeting with a specific agenda. Such proxies are valid for 12 months. A proxy holder may attend a general meeting together with an advisor. A registration date is introduced for companies whose shares are listed for trade on a regulated market. The date of registration determines when a shareholder is entitled to attend a general meeting and vote at the meeting. The date of registration is 1 week before the general meeting. In public limited companies shareholders who own 5 pct. of the capital of the company may in writing demand that an extraordinary general meeting is held. A shareholder is entitled to have a proposal included in the agenda for the annual general meeting of a public limited company provided that such proposal is submitted at least 6 weeks before the general meeting. Norwegian, Swedish or English may be used as the language on general meetings if resolved by a simple majority of votes. Other languages may be used if resolved by a 9/10 majority. Shareholders rejecting such language may demand that their shares are redeemed by the company. Documents may be filed with the Commerce and Companies Agency in Swedish, Norwegian or English without translation.

5 Shareholders may vote in writing prior to the general meeting. The management of the company Two different corporate management structures may be opted for in a public limited company: a management structure where the company is managed by a board of directors and a board of management; a management structure where the company is managed by a board of management that appoints a supervisory board to supervise the board of management. A private limited company may elect to have only a board of management. Norwegian, Swedish or English may be used as the board of director s language if resolved by a simple majority of votes provided that the said language is the corporate language of the group. Employee representation The employees are entitled to elect a number of company and group representatives and alternates being less than the number prescribed in the act. Companies with foreign subsidiaries may, for the purpose of electing group representatives, at a general meeting resolve to extend the group of eligible employees and employees entitled to vote with the employees in one or several foreign subsidiaries. Employees in Danish subsidiaries shall elect at least 1 representative. If such employees constitute more than 10 percent of the total number of employees entitled to vote, they shall be entitled to elect a minimum of 2 representatives. The rules of procedure may be deviated from if agreed between the management and the employees. Voluntary employee representation schemes may be established. Such schemes may continue even if the company becomes obliged to meet the statutory requirements governing employee representation, unless the employees object. Audit and scrutiny No longer a requirement that details concerning the company auditor shall be stated in the articles of association of companies subject to statutory audit. Minority shareholders in private limited companies may elect a supplementary auditor.

6 In companies subject to statutory audit, the auditor may only be removed prior to expiry of the election period, if reasoned circumstances occur. Capital increase In connection with extraordinary general meetings, the management report and accountant s statement may be omitted if agreed between the shareholders. Contribution in kind may in certain situations take place without a valuation report. Express right for private limited companies to issue warrants and convertible debt instruments. Capital decrease If a capital decrease shall be passed on an extraordinary general meeting, the management report and accountant s statement may be omitted if agreed between the shareholders It is still a requirement that public limited companies prepare a balance sheet when resolving to distribute extraordinary dividend. The balance sheet in the company s latest annual report may be applied, unless the decision is made more than 6 months after the day of balance in the annual report. It is no longer a requirement that the balance sheet is reviewed by the auditor. Extraordinary dividend may be adopted by the general meeting or by authorisation from the general meeting. It is no longer a requirement that the authorisation to pay extraordinary dividends is stipulated in the articles of association. A capital decrease by payout or transfer to the reserves is automatically effected upon 4 weeks, unless filed that the decrease should not be completed. The board of directors of a private limited company may be granted authorisation to reduce the capital. Treasury shares The rules are extended to comprise private limited companies.

7 Removal of the 10% limit on holding of treasury shares. Possibility to acquire treasury shares within the distributable reserves. Acquisition of treasury shares can only include fully paid shares. The general meeting may grant authorisation to acquire treasury shares for a period of up to 5 years. Shareholder loans and self-financing Self-financing within the distributable reserves is allowed on certain conditions. Loans to parent companies may be granted to companies within the EU/EEA as well as companies in countries considered low-risk countries by the OECD (Australia, Canada, Japan, South Korea, New Zealand, Singapore, Switzerland, USA, Hong Kong and Taiwan). It is prohibited to provide loans to the management in any parent company regardless of the nationality of the parent company. Winding-up The Bankruptcy Court may appoint an external accountant in connection with the compulsory windingup of a company. Possibility of distribution on account of liquidation proceeds. Merger and demerger In connection with a merger or a demerger between private limited companies, the shareholders may (if consensus) elect to disregard the merger and demerger plan. In connection with a merger, the group of owners of private limited companies may elect to disregard the board statement and the interim account. In connection with a demerger, the shareholders of public and private limited companies may elect to disregard the board statement and the interim accounts. The shareholders of public and private limited companies may agree not to obtain a valuation experts statement concerning the merger or demerger plan, including with respect to the price.

8 The shareholders of public and private limited companies may agree not to obtain valuation expert statement on the position of the creditors provided that the creditors are allowed to file their claims against the company. A merger and demerger may take effect for accounting purposes after the date of the resolution. In the event of a merger and demerger between private limited companies, the 4-week time-limit between the publication of the merger or demerger plan and the resolution to effect such merger or demerger may be deviated from (if consensus) provided that a positive creditor declaration has been submitted. Cross-border merger and demerger Public and private limited companies are still required to prepare a merger plan together with a merger statement. Furthermore, public and private limited companies are required to prepare a demerger plan as well as a demerger statement. A cross-border merger and demerger may take effect for accounting purposes after the date of the resolution. The shareholders of a private limited company may agree not to prepare an interim statement of accounts in the event of a cross-border merger. The shareholders of both public and private limited companies may agree to leave out the interim statement of accounts in connection with a crossborder demerger. The shareholders may agree to leave out the valuation experts statement concerning the position of the creditors in connection with a cross-border merger and demerger provided that the creditors are allowed to file their claims against the company. The merger and demerger statement must be available for inspection at the company s offices for employee representatives or the employees no later than 4 weeks before a decision is made to effect the merger or demerger. Conversion of a co-operative society into a public limited company Requirement for a conversion plan and a valuation report on non-cash contribution.

9 Conversion of a co-operative society 2 into a public limited company may take effect for accounting purposes after the date of the resolution. The members of a co-operative society may agree to leave out the conversion statement, interim account, valuation expert s statement concerning the conversion plan and the creditors position. The members of a co-operative society may in their decision concerning the conversion agree that it shall be effected earlier than 4 weeks after the publication by the Commerce and Companies Agency of receipt of the conversion plan and the valuation expert s statement provided that a positive statement concerning the position of the creditors has been submitted by the valuation expert. Takeover bid in relation to public limited companies with shares listed for trade on a regulated market The Act shall also apply to public limited companies whose shares are listed for trade in an alternative market place. Branch offices Access to re-registration of struck-off branch offices with the same CVR no. Governmental public limited liability companies Subsidiaries of governmental public limited liability companies are no longer covered by the provisions governing government public limited liability companies. By virtue of their duty to disclose information to the Danish Commerce and Companies Agency, governmental public limited liability companies that are parent companies must include information on material facts concerning the group and that can be assumed to have an impact on the future of the group, its employees, shareholders or creditors. If a governmental public company is listed on the stock exchange, only the rules on the publication of information directed aimed at listed companies apply. 2 A.M.B.A.

10 Liability in damages In the event that a shareholder inflicts a loss intentionally or gross negligently on the company, other shareholders or a third party, and there is a risk of continued misuse, the Court may order such shareholder to sell its shares to the other shareholders or the company. --o0o-- Please address queries or questions to: Niels Bang Sørensen: Tel Henrik Thouber: Tel

A-Z GUIDE THE NEW DANISH COMPANIES ACT. U p d a t e d S e p t e m b e r 2 0 1 3

A-Z GUIDE THE NEW DANISH COMPANIES ACT. U p d a t e d S e p t e m b e r 2 0 1 3 A-Z GUIDE THE NEW DANISH COMPANIES ACT U p d a t e d S e p t e m b e r 2 0 1 3 Table of Contents A... 3 B... 3 C... 4 D... 5 E... 6 F... 7 G... 8 I... 8 L... 9 M... 11 N... 12 O... 13 P, Q... 13 R... 15

More information

Articles of Association. for. Exiqon A/S (CVR no )

Articles of Association. for. Exiqon A/S (CVR no ) Articles of Association for Exiqon A/S (CVR no. 18 98 44 31) 1 NAME AND OBJECTS Article 1 The name of the Company is Exiqon A/S. Article 2 The objects of the Company are to carry out research, development,

More information

Articles of Association. for. Exiqon A/S (CVR no )

Articles of Association. for. Exiqon A/S (CVR no ) Articles of Association for Exiqon A/S (CVR no. 18 98 44 31) 1 NAME AND OBJECTS Article 1 The name of the Company is Exiqon A/S. Article 2 The objects of the Company are to carry out research, development,

More information

Articles of Association. for. Exiqon A/S (CVR no )

Articles of Association. for. Exiqon A/S (CVR no ) Articles of Association for Exiqon A/S (CVR no. 18 98 44 31) 1 NAME AND OBJECTS Article 1 The name of the Company is Exiqon A/S. Article 2 The objects of the Company are to carry out research, development,

More information

Unauthorised translation ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106)

Unauthorised translation ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106) Unauthorised translation ARTICLES OF ASSOCIATION OF NEUROSEARCH A/S (CVR-no. 12546106) Name, registered office and objects Article 1. The name of the company is NeuroSearch A/S. Article 2. The objects

More information

Summary of key differences between Luxembourg and Swedish corporate law, as per 22 June 2011

Summary of key differences between Luxembourg and Swedish corporate law, as per 22 June 2011 Summary of key differences between Luxembourg and Swedish corporate law, as per 22 June 2011 Millicom International Cellular S.A. ("Millicom") is a company incorporated and governed under the laws of the

More information

ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106)

ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106) Unauthorised translation ARTICLES OF ASSOCIATION OF NEUROSEARCH A/S (CVR-no. 12546106) Name, registered office and objects Article 1. The name of the company is NeuroSearch A/S. Article 2. The objects

More information

ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106)

ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106) Unauthorised translation ARTICLES OF ASSOCIATION OF NEUROSEARCH A/S (CVR-no. 12546106) Name, registered office and objects Article 1. The name of the company is NeuroSearch A/S. Article 2. The objects

More information

TRANSLATION ARTICLES OF ASSOCIATION. ALK-Abelló A/S (Company registration (CVR) no. 63 71 79 16) (the Company") March 20142016

TRANSLATION ARTICLES OF ASSOCIATION. ALK-Abelló A/S (Company registration (CVR) no. 63 71 79 16) (the Company) March 20142016 TRANSLATION ARTICLES OF ASSOCIATION of ALK-Abelló A/S (Company registration (CVR) no. 63 71 79 16) (the Company") March 20142016 1. Name 1.1 The name of the company is ALK-Abelló A/S. 1.2 The Company also

More information

ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION This is a translation of the original Danish articles of association of TrygVesta A/S. In case of any discrepancies, the wording of the Danish original applies. ARTICLES OF ASSOCIATION for TrygVesta A/S

More information

Act), currently available in Danish only. Danish Act on Public and Private Limited Companies (the Danish Companies Act) 1)

Act), currently available in Danish only. Danish Act on Public and Private Limited Companies (the Danish Companies Act) 1) Please note that the Danish Companies Act will come into force in phases and that some of its provisions are therefore not yet effective. The first parts of the Act came into force on 1 March 2010. See

More information

Articles of Association of Auriga Industries A/S CVR no. 34629218. Page 1 of 8

Articles of Association of Auriga Industries A/S CVR no. 34629218. Page 1 of 8 Articles of Association of Auriga Industries A/S CVR no. 34629218 Page 1 of 8 Page 2 of 8 Company name, domicile and object Article 1.1. The name of the Company shall be Auriga Industries A/S. Article

More information

ARTICLES OF ASSOCIATION BAVARIAN NORDIC A/S. CVR no. 16271187

ARTICLES OF ASSOCIATION BAVARIAN NORDIC A/S. CVR no. 16271187 DRAFT ARTICLES OF ASSOCIATION OF BAVARIAN NORDIC A/S ARTICLES OF ASSOCIATION of BAVARIAN NORDIC A/S CVR no. 16271187 NAME, OBJECTS OF THE COMPANY AND CORPORATE LANGUAGE Article 1 The name of the company

More information

ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION This is a translation of the original Danish articles of association of Tryg A/S. In case of any discrepancies, the wording of the Danish original applies. ARTICLES OF ASSOCIATION of Tryg A/S CVR no. 26460212

More information

Articles of Association

Articles of Association (Unauthorized English translation) (May 20, 2015) Articles of Association of Genmab A/S (CVR-nr. 21023884 Formerly A/S registration no.: 248.498) Page 2 of 46 Name, Registered Office, Objects and Group

More information

Minutes of the extraordinary general meeting of Auriga Industries A/S held on 23 November 2015 at Comwell Hotel Aarhus

Minutes of the extraordinary general meeting of Auriga Industries A/S held on 23 November 2015 at Comwell Hotel Aarhus Side 1 Minutes of the extraordinary general meeting of Auriga Industries A/S held on 23 November 2015 at Comwell Hotel Aarhus On 23 November 2015 at 10.30 am CET, an extraordinary general meeting in Auriga

More information

Articles of Association

Articles of Association (Unauthorized English translation) (August 19, 2015) Articles of Association of Genmab A/S (CVR-nr. 21023884 Formerly A/S registration no.: 248.498) Page 2 of 47 Name, Registered Office, Objects and Group

More information

Appendix 1 to notice to convene the EGM proposed new Articles of Association (the complete proposals with track changes)

Appendix 1 to notice to convene the EGM proposed new Articles of Association (the complete proposals with track changes) Appendix 1 to notice to convene the EGM proposed new Articles of Association (the complete proposals with track changes) ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218 Article 1 Article 1 1.1. 1.1

More information

A R T I C L E S O F A S S O C I A T I O N

A R T I C L E S O F A S S O C I A T I O N These Articles of Association have been translated from Danish into English. In case of any discrepancies, the Danish version shall be the governing text. A R T I C L E S O F A S S O C I A T I O N of Danish

More information

Complete terms and conditions for warrants 201[ ]/201[ ] in Avanza Bank Holding AB (publ)

Complete terms and conditions for warrants 201[ ]/201[ ] in Avanza Bank Holding AB (publ) Unofficial translation Complete terms and conditions for warrants 201[ ]/201[ ] in Avanza Bank Holding AB (publ) 1. DEFINITIONS The following terms referred to in these terms and conditions shall have

More information

CARLSBERG. Articles of Association. with latest amendments as of 12 March 2009

CARLSBERG. Articles of Association. with latest amendments as of 12 March 2009 CARLSBERG Articles of Association with latest amendments as of 12 March 2009 Carlsberg A/S CVR. NO. 61056416 100, Ny Carlsberg Vej DK-1760 Copenhagen ARTICLES OF ASSOCIATION With latest amendments as of

More information

Act on Investment Firms 26.7.1996/579

Act on Investment Firms 26.7.1996/579 Please note: This is an unofficial translation. Amendments up to 135/2007 included, May 2007. Act on Investment Firms 26.7.1996/579 CHAPTER 1 General provisions Section 1 Scope of application This Act

More information

Articles of Association for H+H International A/S (CVR No. 49 61 98 12)

Articles of Association for H+H International A/S (CVR No. 49 61 98 12) Articles of Association for H+H International A/S (CVR No. 49 61 98 12) Name, registered office, objects 1. 1.1. The name of the Company is H+H International A/S. 1.2. The Company also operates under the

More information

A R T I C L E S O F A S S O C I A T I O N. H. LUNDBECK A/S Central Business Register (CVR) no. 56 75 99 13

A R T I C L E S O F A S S O C I A T I O N. H. LUNDBECK A/S Central Business Register (CVR) no. 56 75 99 13 A R T I C L E S O F A S S O C I A T I O N of H. LUNDBECK A/S Central Business Register (CVR) no. 56 75 99 13 A R T I C L E S O F A S S O C I A T I O N 1. Name 1.1 The Company's name is H. Lundbeck A/S.

More information

COMPANY LAW OF MONGOLIA CHAPTER 1 GENERAL PROVISIONS

COMPANY LAW OF MONGOLIA CHAPTER 1 GENERAL PROVISIONS COMPANY LAW OF MONGOLIA CHAPTER 1 GENERAL PROVISIONS Article 1. Purpose of the Law 97.1. The purpose of this Law is to regulate the establishment, registration and reorganization of a company, its management

More information

Vestas Wind Systems A/S Company reg. No. 10 40 37 82 1. Vestas internal protocol

Vestas Wind Systems A/S Company reg. No. 10 40 37 82 1. Vestas internal protocol Articles of association Vestas Wind Systems A/S Company reg. No. 10 40 37 82 1. Vestas internal protocol Table of contents Article 1 Name and objects 3 Article 2 Share capital and shares 3 Article 3 Authorisations

More information

Act on the Supervision of Financial Institutions etc. (Financial Supervision Act)

Act on the Supervision of Financial Institutions etc. (Financial Supervision Act) FINANSTILSYNET Norway Translation update January 2013 This translation is for information purposes only. Legal authenticity remains with the official Norwegian version as published in Norsk Lovtidend.

More information

United Arab Emirates

United Arab Emirates United Arab Emirates Afridi & Angell Amjad Ali Khan BASIC INFORMATION ON THE TYPES OF LIMITED LIABILITY COMPANIES AND ON THE RIGHTS OF SHAREHOLDERS 1. What types of companies enjoy limited liability? If

More information

Articles of Association of Bang & Olufsen a/s CVR no. 41 25 79 11

Articles of Association of Bang & Olufsen a/s CVR no. 41 25 79 11 Article 1. The Company s name is Bang & Olufsen a/s. Articles of Association of Bang & Olufsen a/s CVR no. 41 25 79 11 Article 2. The registered office of the Company is situated in the Municipality of

More information

Unauthorised translation 1(5)

Unauthorised translation 1(5) Unauthorised translation 1(5) Articles of Association of Nordea Bank AB (publ) registration no 516406-0120 (previously 556547-0977) including confirmed and registered amendments up to and including 12

More information

The Danish Act on Government Tier 1 Hybrid Capital Injections in Credit Institutions and other Credit Package Initiatives

The Danish Act on Government Tier 1 Hybrid Capital Injections in Credit Institutions and other Credit Package Initiatives The Danish Act on Government Tier 1 Hybrid Capital Injections in Credit Institutions and other Credit Package Initiatives 1 Introduction On 10 October 2008, the Danish Parliament passed a legislative package,

More information

30 June 2016. Scandinavian Private Equity A/S CVR no 29824088 ARTICLES OF ASSOCIATION

30 June 2016. Scandinavian Private Equity A/S CVR no 29824088 ARTICLES OF ASSOCIATION [Translation] 30 June 2016 Scandinavian Private Equity A/S CVR no 29824088 ARTICLES OF ASSOCIATION 1 Name and registered office 1.1 The Company name is Scandinavian Private Equity A/S. The Company also

More information

ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218

ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218 ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218 Article 1 1.1 The Company's name is TORM A/S. 1.2 The Company also carries out business under the secondary names Aktieselskabet af 3. November 1986

More information

Liquidation Financial Statements as of March 20, 2009

Liquidation Financial Statements as of March 20, 2009 Page 1 of 13 Announcement no. 04/2009 To the NASDAQ OMX Copenhagen Copenhagen, as of March 20, 2009 At the Company s Extraordinary General Meeting held on December 11, 2008, it was resolved to commence

More information

GUIDE TO THE ISLE OF MAN COMPANIES ACT 2006

GUIDE TO THE ISLE OF MAN COMPANIES ACT 2006 GUIDE TO THE ISLE OF MAN COMPANIES ACT 2006 CONTENTS PREFACE 1 1. Introduction 2 2. Types of Vehicles Available 2 3. Incorporation of 2006 Act Companies 2 4. Power and Capacity 2 5. Directors 3 6. Members

More information

Terms and conditions for warrants 2016/2019

Terms and conditions for warrants 2016/2019 The English text is an unofficial translation of the Swedish original. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail. Terms and conditions

More information

ARTICLES OF ASSOCIATION for NTR HOLDING A/S (Central Business Register No. (CVR No.) 62 67 02 15) The name of the Company is NTR Holding A/S.

ARTICLES OF ASSOCIATION for NTR HOLDING A/S (Central Business Register No. (CVR No.) 62 67 02 15) The name of the Company is NTR Holding A/S. NTR Holding A/S Rådhuspladsen 16, 1. 1550 København V Denmark Tel.:+45 8896 8666 Fax:+45 8896 8806 E-mail: ntr@ntr.dk www.ntr.dk ARTICLES OF ASSOCIATION for NTR HOLDING A/S (Central Business Register No.

More information

ARTICLES OF ASSOCIATION. for. NTR HOLDING A/S (Central Business Register No. (CVR No.) 62 67 02 15)

ARTICLES OF ASSOCIATION. for. NTR HOLDING A/S (Central Business Register No. (CVR No.) 62 67 02 15) ARTICLES OF ASSOCIATION for NTR Holding A/S Sankt Annæ Plads 13, 3. 1250 København K Denmark Tel.:+45 70 25 10 56 Fax:+45 70 25 10 75 E-mail: ntr@ntr.dk www.ntr.dk NTR HOLDING A/S (Central Business Register

More information

Articles of Association of Coloplast A/S Company reg. (CVR) no. 69749917

Articles of Association of Coloplast A/S Company reg. (CVR) no. 69749917 Announcement No. 12/2013 5 December 2013 Articles of Association of Coloplast A/S Company reg. (CVR) no. 69749917 Name, registered office and objects of the Company 1. The name of the Company is Coloplast

More information

ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218

ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218 ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218 Article 1 1.1 The Company's name is TORM A/S. 1.2 The Company also carries out business under the secondary names Aktieselskabet af 3. November 1986

More information

APPENDIX Company Annoucement May 15, 2014, STOCK OPTIONS TO PRESIDENT AND CEO OF ASPOCOMP GROUP PLC

APPENDIX Company Annoucement May 15, 2014, STOCK OPTIONS TO PRESIDENT AND CEO OF ASPOCOMP GROUP PLC APPENDIX Company Annoucement May 15, 2014, STOCK OPTIONS TO PRESIDENT AND CEO OF ASPOCOMP GROUP PLC ASPOCOMP GROUP PLC STOCK OPTION PROGRAM 1/2014 I. TERMS OF STOCK OPTIONS 1.1 Number of Stock Options

More information

Articles of Association of Topdanmark Forsikring A/S

Articles of Association of Topdanmark Forsikring A/S Articles of Association of Topdanmark Forsikring A/S Reg. No. 78416114 NAME, REGISTERED OFFICE AND OBJECTS Name Article 1 (1). The name of the Company is Topdanmark Forsikring A/S. The Company also conducts

More information

1. The stock options shall be marked with the symbol 2010.

1. The stock options shall be marked with the symbol 2010. 1 KONE Corporation Stock Options 2010 The Board of Directors of KONE Corporation (Board of Directors) has on July 20, 2010 resolved by authorization of the General Meeting of Shareholders on March 1, 2010

More information

Copyright: Norstedts Juridik AB, Sweden. Translation: TransLegal Sweden AB. 1

Copyright: Norstedts Juridik AB, Sweden. Translation: TransLegal Sweden AB. 1 THE SWEDISH COMPANIES ACT (SFS 2005:551) CHAPTER 1. INTRODUCTORY PROVISIONS, 1 Contents of the Act, 1 Private and public companies, 1 The shareholders' liability for the company's obligations, 1 Share

More information

ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION ARTICLES OF ASSOCIATION of PER AARSLEFF A/S Central Business Register (CVR) no. 24257797 COPENHAGEN ÅRHUS LONDON BRUSSELS KROMANN REUMERT, LAW FIRM 3 RÅDHUSPLADSEN, DK- 8000 ÅRHUS C, DENMARK, TEL. +45

More information

Articles of Association adopted at the Annual General Meeting on February 18, 2014.

Articles of Association adopted at the Annual General Meeting on February 18, 2014. Articles of Association for SAS AB (Corp. Reg. No.556606-8499) Articles of Association adopted at the Annual General Meeting on February 18, 2014. Article 1 The name of the Company is SAS AB. The Company

More information

Act on the Supervision of Credit Institutions, Insurance Companies and Securities Trading etc. (Financial Supervision Act)

Act on the Supervision of Credit Institutions, Insurance Companies and Securities Trading etc. (Financial Supervision Act) KREDITTILSYNET Norway Translation updated August 2003 Translated by Government Authorised Translator Peter Thomas This translation is for information purposes only. Legal authenticity remains with the

More information

TERMS AND CONDITIONS FOR CALL OPTIONS 2013/2016 REGARDING PURCHASE OF SHARES IN LAGERCRANTZ GROUP AB (publ.)

TERMS AND CONDITIONS FOR CALL OPTIONS 2013/2016 REGARDING PURCHASE OF SHARES IN LAGERCRANTZ GROUP AB (publ.) TERMS AND CONDITIONS FOR CALL OPTIONS 2013/2016 REGARDING PURCHASE OF SHARES IN LAGERCRANTZ GROUP AB (publ.) DEFINITIONS 1 All references to the following definitions in these terms and conditions shall

More information

Articles of Association of Bang & Olufsen a/s CVR no. 41 25 79 11

Articles of Association of Bang & Olufsen a/s CVR no. 41 25 79 11 Articles of Association of Bang & Olufsen a/s CVR no. 41 25 79 11 Article 1. The Company s name is Bang & Olufsen a/s. Article 2. The registered office of the Company is situated in the Municipality of

More information

Offer to the shareholders for the buy-back of Class B shares

Offer to the shareholders for the buy-back of Class B shares Page 1 of 6 24 November 2015 Offer to the shareholders for the buy-back of Class B shares in Auriga Industries A/S (CVR no. 34629218) Finlandsgade 14 8200 Aarhus N Denmark This Share Buy-back Offer is

More information

BRØDRENE HARTMANN A/S. Article 1: Name of the company. the company shall be BRØDRENE HARTMANN A/S.

BRØDRENE HARTMANN A/S. Article 1: Name of the company. the company shall be BRØDRENE HARTMANN A/S. Articles of Association - Page 1 of 10 This is a translation into English of the original Danish Articles of Association. In case of discrepa ncies between the two Head texts, Office the Danish text shall

More information

Terms and conditions for custody accounts Applicable from 30 September 2013

Terms and conditions for custody accounts Applicable from 30 September 2013 Terms and conditions for custody accounts Applicable from 30 September 2013 This is a translation of the document Betingelser for depoter in the Danish language. In case of discrepancies, the Danish version

More information

REDGATE ASSET MANAGEMENT AS ARTICLES OF ASSOCIATION 1. BUSINESS NAME AND DOMICILE OF LIMITED COMPANY

REDGATE ASSET MANAGEMENT AS ARTICLES OF ASSOCIATION 1. BUSINESS NAME AND DOMICILE OF LIMITED COMPANY REDGATE ASSET MANAGEMENT AS ARTICLES OF ASSOCIATION 1. BUSINESS NAME AND DOMICILE OF LIMITED COMPANY 1.1. Business name of the limited company (hereinafter Company ) shall be REDGATE ASSET MANAGEMENT AS.

More information

VC - Sample Term Sheet

VC - Sample Term Sheet VC - Sample Term Sheet Between [Investors] ("Investors") and [Founders] ("Founders") (The Investors and the Founders are jointly referred to as the Shareholders ) and [The Company] ("Company") (The Investors,

More information

Limited Liability Companies Act Finland

Limited Liability Companies Act Finland [UNOFFICIAL TRANSLATION Ministry of Justice, Finland 2012] Limited Liability Companies Act Finland (624/2006; amendments up to 981/2011 included; osakeyhtiölaki) PART I GENERAL PRINCIPLES, INCORPORATION

More information

Ireland Treasury Shares Guide IBA Corporate and M&A Law Committee 2014

Ireland Treasury Shares Guide IBA Corporate and M&A Law Committee 2014 Ireland Treasury Shares Guide IBA Corporate and M&A Law Committee 2014 Contact Paul White A&L Goodbody, Dublin pwhite@algoodbody.com Contents Page GENERAL OVERVIEW 2 REGULATORY FRAMEWORK 3 ACQUISITION

More information

Componenta Corporation Stock Options 2016

Componenta Corporation Stock Options 2016 Page 1 of 6 Componenta Corporation Stock Options 2016 The Board of Directors of Componenta Corporation (the Board) has resolved to propose to the Extraordinary General Meeting of Componenta Corporation

More information

NOTICE convening an extraordinary general meeting of Trigon Agri A/S

NOTICE convening an extraordinary general meeting of Trigon Agri A/S NOTICE convening an extraordinary general meeting of The Board of Directors hereby gives notice of an extraordinary general meeting of (the Company ) CVR No. 29 80 18 43, to be held on Friday, 4 March

More information

SUMMARY OF ARTICLES OF ASSOCIATION

SUMMARY OF ARTICLES OF ASSOCIATION Set out below is a summary of the Articles of Association, the principal objective of which is to provide potential investors with an overview of the Articles of Association. As this appendix is a summary,

More information

Danske Invest Compass Equity Fund

Danske Invest Compass Equity Fund Danske Invest Compass Equity Fund Solution Funds Fund Regulations The Finnish Financial Supervision Authority approved the Regulations on 18 October, 2012. These Regulations are valid as of 19 December,

More information

KONE Corporation Stock Options 2014

KONE Corporation Stock Options 2014 1 KONE Corporation Stock Options 2014 The Board of Directors of KONE Corporation (Board of Directors) has on December 20, 2013 resolved by authorization of the General Meeting of Shareholders on March

More information

Articles of association of Solar A/S

Articles of association of Solar A/S Articles of association of Solar A/S Adopted at the annual general meeting on 27 March 2015 Articles of Association Solar A/S I 1 Contents The company s name and object... 3 Company capital and equity

More information

CALLING NOTICE FOR ANNUAL GENERAL MEETING. The annual general meeting in Storm Real Estate AS (the Company ) will be held at

CALLING NOTICE FOR ANNUAL GENERAL MEETING. The annual general meeting in Storm Real Estate AS (the Company ) will be held at To the shareholders in Storm Real Estate AS CALLING NOTICE FOR ANNUAL GENERAL MEETING The annual general meeting in Storm Real Estate AS (the Company ) will be held at Hotel Scandic, Parkveien 68, Oslo

More information

Listed Companies Continuous Obligations Manual

Listed Companies Continuous Obligations Manual Listed Companies Continuous Obligations Manual Listed Companies Continuous Obligations Manual Contents Subject Page Introduction 3 1- Annual continuous obligations 4 1-1 Positing of annual summary financial

More information

Convenience Translation the German version is the only legally binding version. Articles of Association. Linde Aktiengesellschaft.

Convenience Translation the German version is the only legally binding version. Articles of Association. Linde Aktiengesellschaft. Convenience Translation the German version is the only legally binding version Articles of Association Linde Aktiengesellschaft Munich 9 March 2015 Page 1 of 12 I. General Rules 1. Company Name, Principal

More information

Articles of Association of TDC A/S

Articles of Association of TDC A/S Articles of Association of TDC A/S Name, Registered office and Objects of the Company (1) The name of the company is TDC A/S ( the Company ). (2) The Company also conducts business under the secondary

More information

EUTELSAT COMMUNICATIONS. Société anonyme with a share capital of 226,972,338 Euros Registered Office: 70 rue Balard, 75015 Paris 481 043 040 RCS Paris

EUTELSAT COMMUNICATIONS. Société anonyme with a share capital of 226,972,338 Euros Registered Office: 70 rue Balard, 75015 Paris 481 043 040 RCS Paris EUTELSAT COMMUNICATIONS Société anonyme with a share capital of 226,972,338 Euros Registered Office: 70 rue Balard, 75015 Paris 481 043 040 RCS Paris ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING OF

More information

NOTICE OF JOINT SHAREHOLDERS MEETING

NOTICE OF JOINT SHAREHOLDERS MEETING SOCIETE GENERALE A French limited liability company with share capital of EUR 542 691 448,75 Head office: 29, boulevard Haussmann 75009 Paris 552 120 222 R.C.S. Paris NOTICE OF JOINT SHAREHOLDERS MEETING

More information

Press release. Danish Ship Finance (Danmarks Skibskreditfond) to be converted into a limited liability company

Press release. Danish Ship Finance (Danmarks Skibskreditfond) to be converted into a limited liability company 17 January 2005 Press release Danish Ship Finance (Danmarks Skibskreditfond) to be converted into a limited liability company The Danish Minister of Economic and Business Affairs, the Danish central bank

More information

Offer document. Voluntary public offer to the shareholders of: Mols-Linien A/S Company registration No. (CVR) 17 88 12 48.

Offer document. Voluntary public offer to the shareholders of: Mols-Linien A/S Company registration No. (CVR) 17 88 12 48. Offer document Voluntary public offer to the shareholders of: Mols-Linien A/S Company registration No. (CVR) 17 88 12 48 submitted by Holding af 29. juni 2015 A/S Company registration No. (CVR) 36 94 06

More information

Appendix A. Appendix B. Appendix B(i) Terms and conditions for Orexo AB s warrants 2009/2016. Appendix C. Appendix D. Appendix E.

Appendix A. Appendix B. Appendix B(i) Terms and conditions for Orexo AB s warrants 2009/2016. Appendix C. Appendix D. Appendix E. Proposal to the annual general meeting in Orexo AB (Reg.No. 556500-0600) on 23 April 2009 regarding adoption of Orexo AB s board member share plan 2009/2016 including issuance of warrants with right to

More information

Dutch limited liability company ( BV )

Dutch limited liability company ( BV ) Dutch limited liability company ( BV ) General Besloten vennootschap met beperkte aansprakelijkheid (usually abbreviated BV in the Netherlands) is the Dutch version of a private limited liability company.

More information

Guide to Establishing a Business in Denmark

Guide to Establishing a Business in Denmark Guide to Establishing a Business in Denmark www.investindk.com Contents Introduction: Establishing a Business in Denmark... 2 Key Facts About Setting up a Business in Denmark... 2 Business Activities in

More information

Norway Takeover Guide

Norway Takeover Guide Norway Takeover Guide Contacts Øystein Rød, partner, and associates Øyvind Skaara and Cathrine Schlytter Killi Advokatfirma Ræder DA www.raeder.no Contents Page INTRODUCTION 1 RELEVANT NORWEGIAN LEGISLATION

More information

COMPANIES. The Companies (Cross-Border Mergers) Regulations 2007

COMPANIES. The Companies (Cross-Border Mergers) Regulations 2007 STATUTORY INSTRUMENTS 2007 No. 2974 COMPANIES The Companies (Cross-Border Mergers) Regulations 2007 Made - - - - - 15th October 2007 Laid before Parliament 16th October 2007 Coming into force - - 15th

More information

MINORITY SHAREHOLDER RIGHTS IN ONTARIO PRIVATE COMPANIES

MINORITY SHAREHOLDER RIGHTS IN ONTARIO PRIVATE COMPANIES MINORITY SHAREHOLDER RIGHTS IN ONTARIO PRIVATE COMPANIES Phil Thompson Business Lawyer, Corporate Counsel www.thompsonlaw.ca Even without a unanimous shareholders agreement, minority shareholders in private

More information

Articles and Memorandum of Association - English convenience translation -

Articles and Memorandum of Association - English convenience translation - Articles and Memorandum of Association - English convenience translation - as of April 08, 2015 This is the convenience translation of the German original version of the Articles and Memorandum of Association

More information

Invitation to the Annual General Meeting of shareholders of Betsson AB (publ)

Invitation to the Annual General Meeting of shareholders of Betsson AB (publ) 9 APRIL 2013 PRESS RELEASE Invitation to the Annual General Meeting of shareholders of Betsson AB (publ) The shareholders of Betsson AB (publ) (the Company ), are hereby invited to the Annual General Meeting

More information

Chapter 37 DEBT SECURITIES DEBT ISSUES TO PROFESSIONAL INVESTORS ONLY. Introduction

Chapter 37 DEBT SECURITIES DEBT ISSUES TO PROFESSIONAL INVESTORS ONLY. Introduction Chapter 37 DEBT SECURITIES DEBT ISSUES TO PROFESSIONAL INVESTORS ONLY Introduction 37.01 This Chapter deals with debt issues to Professional Investors only. It sets out the qualifications for listing,

More information

The board of directors proposal in accordance with above comprises the following proposals and information: Appendix A. Appendix B

The board of directors proposal in accordance with above comprises the following proposals and information: Appendix A. Appendix B N.B. The English text is an in-house translation of the original Swedish text. Should there be any disparities between the Swedish and the English text, the Swedish text shall prevail. The board of directors

More information

Del G:1. [ Unofficial translation. Translation is updated with amendments of 20 June, 2014. Offisiell norsk versjon: Lov av 13. juni 1997 nr.

Del G:1. [ Unofficial translation. Translation is updated with amendments of 20 June, 2014. Offisiell norsk versjon: Lov av 13. juni 1997 nr. Public Limited Liability Companies Act Del G:1 Act of 13 June 1997 No. 45 Del G:1 Norwegian Public Limited Liability Companies Act. [ Unofficial translation. Translation is updated with amendments of 20

More information

LITHUANIA LAW ON COMPANIES

LITHUANIA LAW ON COMPANIES LITHUANIA LAW ON COMPANIES Important Disclaimer This translation has been generously provided by the Lithuanian Securities Commission. This does not constitute an official translation and the translator

More information

CIVIL CODE OF AZERBAIJAN. (unofficial translation)

CIVIL CODE OF AZERBAIJAN. (unofficial translation) CIVIL CODE OF AZERBAIJAN (unofficial translation) Article 87. Limited Liability Company 87.1. A limited liability company means company established by one or more persons (natural persons and (or) legal

More information

Terms and conditions of the Stock Option Scheme 2010

Terms and conditions of the Stock Option Scheme 2010 Terms and conditions of the Stock Option Scheme 2010 Stock Option Scheme 2010 I STOCK OPTION TERMS AND CONDITIONS 1. Number of Stock Options 2. Stock Options 3. Right to Stock Options The Board of Directors

More information

Ministry of Labour and Social Policy LAW ON VOLUNTARY FULLY FUNDED PENSION INSURANCE (189347.11)

Ministry of Labour and Social Policy LAW ON VOLUNTARY FULLY FUNDED PENSION INSURANCE (189347.11) Ministry of Labour and Social Policy LAW ON VOLUNTARY FULLY FUNDED PENSION INSURANCE 1 Table of Contents CHAPTER 1 GENERAL PROVISIONS... 3 CHAPTER 2 VOLUNTARY PENSION FUNDS... 7 CHAPTER 3 PENSION COMPANIES

More information

List of Insider Information of Gazprombank (Open Joint-Stock Company) 1. General Provisions

List of Insider Information of Gazprombank (Open Joint-Stock Company) 1. General Provisions Approved by Order No.79 issued by Gazprombank (Open Joint-Stock Company) on July 28, 2011 List of Insider Information of Gazprombank (Open Joint-Stock Company) 1. General Provisions 1.1. The list of insider

More information

ELISA CORPORATION STOCK OPTIONS 2007

ELISA CORPORATION STOCK OPTIONS 2007 ELISA CORPORATION STOCK OPTIONS 2007 The Board of Directors of Elisa Corporation (Board of Directors) has on 18 December 2007 resolved, by authorization of the Annual General Meeting of Shareholders on

More information

Connection to AktieTorget guidelines for memorandum

Connection to AktieTorget guidelines for memorandum 1 Connection to AktieTorget guidelines for memorandum General When a company applies to be admitted to trading on AktieTorget (connection to AktieTorget), a connection memorandum or, if the connection

More information

A Practical Comparison of the 1931 and 2006 Isle of Man Companies Acts

A Practical Comparison of the 1931 and 2006 Isle of Man Companies Acts A Practical Comparison of the 1931 and 2006 Isle of Man Companies Acts First published August 2009 This update: November 2010 *Available at www.simcocks.com on the Corporate and Commercial page listed

More information

KAZAKHSTAN LAW ON JOINT STOCK COMPANIES

KAZAKHSTAN LAW ON JOINT STOCK COMPANIES KAZAKHSTAN LAW ON JOINT STOCK COMPANIES Important Disclaimer This does not constitute an official translation and the translator and the EBRD cannot be held responsible for any inaccuracy or omission in

More information

CapMan Plc Stock Options 2013

CapMan Plc Stock Options 2013 CapMan Plc Stock Options 2013 The Board of Directors of CapMan Plc (the Board of Directors) has at its meeting on 25 February 2013 resolved to propose to the Annual General Meeting of Shareholders of CapMan

More information

ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION (a joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code:1133) ARTICLES OF ASSOCIATION ARTICLES OF ASSOCIATION of HARBIN ELECTRIC COMPANY LIMITED

More information

Stolt-Nielsen Limited

Stolt-Nielsen Limited Stolt-Nielsen Limited Relevant Legislation and Codes of Practice for Corporate Governance Stolt-Nielsen Limited s ( SNL or the Company ) Corporate Governance addresses the interaction between SNL s shareholders,

More information

Articles of Association

Articles of Association Articles of Association Articles of Association of Realkredit Danmark A/S Name, registered office and object 1. The name of the Company is Realkredit Danmark A/S. The Company also carries on business under

More information

THE TRUST DEED The Trust Deed

THE TRUST DEED The Trust Deed The Trust Deed is a complex document and the following is a summary only. Investors should refer to the Trust Deed itself to confirm specific information or for a detailed understanding of The Link REIT.

More information

SUMMARY OF DIFFERENCES SHAREHOLDER RIGHTS CANADA AND SWEDEN APPLICABLE TO LUNDIN GOLD INC.

SUMMARY OF DIFFERENCES SHAREHOLDER RIGHTS CANADA AND SWEDEN APPLICABLE TO LUNDIN GOLD INC. SUMMARY OF DIFFERENCES SHAREHOLDER RIGHTS CANADA AND SWEDEN APPLICABLE TO LUNDIN GOLD INC. Dated: December 19, 2014 The following is a summary of the main differences between the rights of shareholders

More information

REGULATION ON ESTABLISHMENT AND WORKING PRINCIPLES OF INSURANCE COMPANIES AND REINSURANCE COMPANIES

REGULATION ON ESTABLISHMENT AND WORKING PRINCIPLES OF INSURANCE COMPANIES AND REINSURANCE COMPANIES REGULATION ON ESTABLISHMENT AND WORKING PRINCIPLES OF INSURANCE COMPANIES AND REINSURANCE COMPANIES Official Gazette of Publication:.08.007 66 Issued By: Prime Ministry (Undersecretariat of Treasury) PART

More information

First North Bond Market Rulebook 3 July 2016

First North Bond Market Rulebook 3 July 2016 First North Bond Market Rulebook 3 July 2016 Table of Contents 1. Introduction... 4 2. Admission to trading and removal from trading of fixed income instruments on First North Bond Market... 6 2.1 General...

More information

EVLI SWEDEN EQUITY INDEX FUND

EVLI SWEDEN EQUITY INDEX FUND EVLI SWEDEN EQUITY INDEX FUND FUND-SPECIFIC RULES The fund rules consist of fund-specific rules and common rules based on the UCITS IV Directive. 1 The Fund The name of the mutual fund will be Sijoitusrahasto

More information

Royal Unibrew A/S CVR No 41956712. Complete proposals for the Annual General Meeting Tuesday, 27 April 2010, at 17:00

Royal Unibrew A/S CVR No 41956712. Complete proposals for the Annual General Meeting Tuesday, 27 April 2010, at 17:00 Royal Unibrew A/S CVR No 41956712 Complete proposals for the Annual General Meeting Tuesday, 27 April 2010, at 17:00 1. Report on the Company s activities during the year. 2. Presentation of the audited

More information