ARTICLES OF ASSOCIATION

Transcription

1 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 CVR no

2 Name, registered office and objects Article 1 The name of the company is TrygVesta A/S. The company also carries on business under the name of Tryg Vesta Group A/S (TrygVesta A/S). Article 2 The objects of the company are directly or indirectly to own companies in full or in part that carry on insurance business in Denmark and abroad or any other business permitted under Danish or foreign legislation governing financial services. Article 3 The company s registered office is situated in the municipality of Ballerup, Denmark. Share capital and shares Article 4 The share capital of the company is DKK 1,700,000,000 divided into shares of DKK 25 each. The share capital is fully paid up. The shares are negotiable instruments. There are no restrictions on the transferability of the shares. No shares carry special rights, and no shareholders are under an obligation to have their shares redeemed in whole or in part. Article 5 The shares shall be issued to named holders and shall be registered in the company s register of shareholders. The company s register of shareholders is maintained by Aktiebog Danmark A/S, Kongevejen 118, DK-2840 Holte. Article 6 The shares are issued through the Danish Securities Centre (Værdipapircentralen). Any rights attaching to the shares shall be notified to the Danish Securities Centre pursuant to the rules in force. 2

3 Article 7 Dividends payable on the company s shares shall be paid through the Danish Securities Centre pursuant to the relevant rules. The Supervisory Board is authorised to distribute extraordinary dividends pursuant to the rules of the Danish Public Companies Act. Authorisation to increase the share capital Article 8 The Supervisory Board is authorised to increase the capital by one or more issues of new shares up to a total amount of DKK 170,000,000. The authorisation is valid until 21 September The increase may be effected for cash or other consideration. If the share capital increase is effected at market price, the Supervisory Board may decide to effect the issue of shares without pre-emption rights to existing shareholders, including by way of issuing the new shares as full or partial consideration for the company s acquisition of an existing company. Article 9 The Supervisory Board is authorised to increase the share capital by one or more issues of new shares up to a total amount of DKK 17,000,000. The authorisation is valid until 21 September The new shares shall be offered to employees of the company and, as resolved by the Supervisory Board, employees of all or some subsidiaries without pre-emption rights to existing shareholders. The new shares shall be issued at a price to be determined by the Supervisory Board, which may be below market price. Article 10 The shares issued pursuant to articles 8 and 9 above shall be issued to named holders. The shares shall be negotiable instruments. There shall be no restrictions on their transferability. No shares shall carry special rights, and no shareholders shall be under an obligation to redeem their shares in whole or in part. The new shares carry rights from a time to be determined by the Supervisory Board, which shall not be more than 12 months from registration of the capital increase. The Supervisory Board is authorised to determine the detailed terms and conditions of capital increases effected under the above authorisations. The Supervisory Board is furthermore authorised to amend the company s articles of association as may be required in consequence of the Supervisory Board s exercise of the above authorisations. 3

4 General meetings Article 11 The general meeting is the supreme authority in all company matters. General meetings shall be held in the municipality of Ballerup or elsewhere in Greater Copenhagen. Article 12 General meetings are either ordinary or extraordinary. The annual general meeting shall be held every year before the end of April. General meetings shall be convened by the Supervisory Board giving not less than eight days and not more than four weeks notice by advertisement in at least one national newspaper, and by letter to all shareholders recorded in the register of shareholders who have so requested. The convening notice shall state the time, place and agenda of the general meeting. Where a resolution to amend the articles of association is to be considered by the shareholders, the notice shall state the essentials of such proposal. Where a resolution of the kind specified in section 79 of the Danish Public Companies Act is to be considered by the shareholders, the full wording of such resolution shall be set out in the convening notice, which shall also be sent to all registered shareholders. Extraordinary general meetings shall be convened when determined by the Supervisory Board or the auditor or when requested in writing, stating a specific purpose, to the Supervisory Board by shareholders holding at least one tenth of the share capital. Such request shall be made in writing to the Supervisory Board accompanied by specific proposals. In this case, a general meeting shall be convened within 14 days of receipt of the request. Article 13 Any shareholder is entitled to have a specific subject considered by the shareholders at the general meeting provided the shareholder submits a written request to the Supervisory Board not later than eight weeks before the date of the general meeting. Article 14 Not later than eight days before a general meeting, the agenda and the complete proposals, and in respect of annual general meetings also the annual report, shall be available for inspection by the shareholders at the company s head office and shall also be sent to all registered shareholders who have so requested. 4

5 Article 15 A chairman appointed by the Supervisory Board shall preside over general meetings. The chairman shall decide all matters relating to the procedure of the meeting, the voting and its results. Article 16 The agenda of the annual general meeting shall include the following business: 1) Report of the Supervisory Board on the activities of the company during the past financial year. 2) Presentation of the annual report for approval, including determination of the Supervisory Board s remuneration, and discharge of the Supervisory Board and the Executive Management. 3) Adoption of resolution as to the distribution of profit or covering of loss, as the case may be, according to the annual report as approved. 4) Any proposals from the Supervisory Board or from the shareholders. 5) Election of members to the Supervisory Board. 6) Appointment of auditor. 7) Any other business. Right to attend and right to vote Article 17 Any shareholder is entitled to attend and to vote at general meetings provided the shareholder has obtained an admission card from the company s office not later than five days before the date of the general meeting. Admission cards are issued to persons who are recorded as shareholders in the register of shareholders or who present a custody account statement, issued not more than five days previously, from the Danish Securities Centre or the account-holding bank (depository). Together with the statement, shareholders shall submit a written declaration to the effect that they have not and will not transfer the shares to any other person until the general meeting has been held. For shares which have been acquired by means of transfer, it is a condition in order for such shareholder to exercise his/her right to vote that the shares have been entered in the company s register of shareholders or the shareholder has notified and documented his/her acquisition before the general meeting is convened. Each shareholding of DKK 25 carries one vote. 5

6 Members of the press are entitled to attend the company s general meetings. Shareholders may vote by a proxy who presents an admission card and a written and dated proxy form. Proxy forms may be valid for a maximum of 12 months. Proxy forms issued to the Supervisory Board shall, however, apply to a specific general meeting with an agenda known in advance. Article 18 Resolutions put to the vote at general meetings shall be passed by a simple majority of votes unless legislation or these articles of association stipulate otherwise. Resolutions to amend the company s articles of association or to wind up the company require a majority vote of not less than two-thirds of the votes cast as well as of the voting share capital represented at the general meeting. Minutes of the proceedings at general meetings and the resolutions adopted shall be recorded in a minute book, which shall be signed by the chairman of the meeting and the chairman of the Supervisory Board. The Supervisory Board Article 19 The Supervisory Board has eight members elected by the shareholders in general meeting for a term of one year. As long as Tryg i Danmark smba owns more than 50% of the share capital, the Supervisory Board is elected as follows: - Four members are elected among the members of the supervisory board of Tryg i Danmark smba, including the chairman of the supervisory board of Tryg i Danmark smba. - The other four members are elected among candidates who are not also members of the board of representative, the supervisory board or the executive management of Tryg i Danmark smba, or who do not have a business or other professional relationship with Tryg i Danmark smba or a family relationship with any of the aforementioned persons. The determination of whether a Supervisory Board member or a proposed Supervisory Board member meets the requirements of this article 19(2) is made by the Supervisory Board. Supervisory Board members are eligible for re-election. Persons who have reached the age of 70 cannot be elected to the Supervisory Board. Supervisory Board members must retire at the end of the annual general meeting held in the year after they turn 70. 6

7 A Supervisory Board member who has held office for a total of nine years must also retire. However, if the end of the nine-year term of office does not coincide with an annual general meeting, such member shall retire not later than at the next following annual general meeting. In addition to the members elected by the shareholders, the employees of the company and its subsidiaries appoint four Supervisory Board members and four alternates for a term of one year under a special agreement with the employee associations of Tryg Forsikring A/S. If the employees of the company and its subsidiaries decide to elect company and/or group representation in the company pursuant to the statutory provisions or if the agreement referred to in article 19(5) is terminated by either party, the employees' right to appoint members pursuant to article 19(5) will lapse. As long as Tryg i Danmark smba holds more than 50% of the share capital, the chairman of the supervisory board of Tryg i Danmark smba in office from time to time shall be chairman of the Supervisory Board of the company. The Supervisory Board elects a deputy chairman. The Supervisory Board forms a quorum when at least half of its members, including the chairman or deputy chairman, are present. Matters considered by the Supervisory Board are decided by a simple majority of votes. In case of equality of votes, the chairman, or in his absence the deputy chairman, shall have the casting vote. The Supervisory Board shall adopt its rules of procedure. The Supervisory Board may set up committees to do preparatory work for the Supervisory Board s decisions. Executive Management Article 20 The Supervisory Board appoints the Executive Management consisting of between two and six members and appoints a chief executive officer. The Executive Management is in charge of the dayto-day management of the company. The Supervisory Board establishes rules of procedure for the Executive Management. Powers to sign for the company Article 21 The company is bound in legal transactions by the joint signatures of all members of the Supervisory Board. The company is also bound in legal transactions by the joint signatures of any one member of the Supervisory Board and any one member of the Executive Management, or by the joint signatures of any two members of the Executive Management. The Supervisory Board may confer powers of procuration. 7

8 Audit Article 22 The company s annual report shall be audited by a state-authorised public accountant appointed at the general meeting for a term of one year. The financial year is the calendar year. Financial year Article 23 Publication Article 24 The company s articles of association and the most recent approved annual report are available to the public at the company s website. Copies are available upon request from the company s office. Transitional provisions Article 25 The term of office of nine years referred to in article 19(4) shall apply to Supervisory Board members elected for the first time by the shareholders at the annual general meeting to be held in the spring of 2006 or later. Supervisory Board members elected for the first time prior to the annual general meeting to be held in the spring of 2006 shall not be eligible for re-election after the annual general meeting to be held in the spring of o0o-- As adopted at the statutory general meeting held on 28 January and most recently amended at extraordinary general meetings held on 28 June 2002, 30 September 2002, 9 October 2002, 3 December 2002, 31 July 2003, 21 January 2004, 26 April 2004, 8 June 2004, 6 October 2004, 7 April 2005, 21 September 2005, 30 March 2006 and. Chairman of the meeting: 8

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