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

Transcription

1 [Translation] 30 June 2016 Scandinavian Private Equity A/S CVR no ARTICLES OF ASSOCIATION

2 1 Name and registered office 1.1 The Company name is Scandinavian Private Equity A/S. The Company also carries on business under the name Scandinavian Private Equity Partners A/S. 1.2 The registered office of the Company is situated in the Municipality of Copenhagen. 2 Objects 2.1 The objects of the Company are to carry on activities as investor in private equity funds/entities, to co-invest in enterprises together with private equity funds/entities for which the Company has made an investment commitment, and to carry on related activities as determined by the Board of Directors. Any excess liquidity in the Company may be placed in securities or other assets at the discretion of the Board of Director. 3 Company capital and shares 3.1 The Company's share capital amounts to DKK 43,486,000 divided into shares of DKK 1,000 or multiples thereof. 3.2 The share capital is fully paid up. The shares are bearer shares, but may be registered in the name of the holder in the Company's register of owners. 3.3 VP Investor Services A/S, business registration (CVR) number , has been appointed registrar of the Company's register of owners on the Company's behalf. 3.4 No shareholder shall be obliged to have his shares redeemed in full or in part. The shares are transferable instruments. No restrictions apply as to the transferability of the shares. No shares confer any special rights on the holder.

3 3.5 On listing on NASDAQ OMX Copenhagen A/S, the shares will be issued electronically through VP Securities A/S. All rights relating to the shares must be notified to VP Securities A/S in accordance with current rules. 4 Conducting and convening general meetings 4.1 The general meetings of the Company are held in the municipality of the Company's registered office or in the Capital Region as decided by the Board of Directors. 4.2 The Board of Directors is authorised to offer shareholders to participate electronically in general meetings which are otherwise conducted by physical attendance, if deemed appropriate and technically secure. In this way, shareholders can electronically participate in, express their opinions and vote at a general meeting. More details on this subject will be made available on the Company's website at under Investor Relations. 4.3 General meetings must be convened electronically by the Board of Directors not more than five weeks and not less than three weeks before the meeting, cf Article 17, via the website and the IT system of the Danish Business Authority. Shareholders who have submitted a request together with their address to be notified of general meetings, will be convened by , cf Article The notice convening the meeting must contain the agenda of the meeting and state the key points of any proposals to amend the Articles of Association. In case of a proposal to amend the Articles of Association in accordance with sections 77(2), 92(1) or (5), or 107(1) or (2) of the Danish Companies Act, the notice convening the meeting must contain the proposal in its entirety. If the general meeting is conducted electronically in part, cf Article 4.2, the notice convening the meeting must also specify the requirements for the electronic systems to be applied for electronic attendance at a general meeting and state how shareholders can register for electronic attendance. The procedure for electronic attendance at general meetings will be made available at the Company's website at under Investor Relations.

4 4.5 The annual general meeting of the Company must be held within four months of the end of the Company's financial year. Shareholders may submit in writing requests for items to be included in the agenda of the annual general meeting to the Board of Directors. Proposed items submitted not later than six weeks before the annual general meeting must be included in the agenda. If a public limited company receives the request less than six weeks before the annual general meeting, the Board of Directors shall decide if the request has been made in sufficient time for the item to be included in the agenda. 4.6 Extraordinary general meetings must be convened by the Board of Directors not later than two weeks after a written request to that effect for discussion of a specified subject has been submitted to the Company's office by shareholders representing 5% of the share capital. 4.7 Shareholders who wish to participate electronically in a general meeting must submit any questions for the agenda or other material to be used at the general meeting so that the Company receives such questions five days prior to the date of the general meeting. 5 Agenda of general meetings 5.1 For a consecutive period of three weeks starting not later than three weeks before the general meeting, including the day of the meeting, the Company must make the following information available to the shareholders on its website: 1) The notice convening the meeting. 2) The total number of shares and voting rights at the date of the notice. 3) The documents to be considered at the general meeting. 4) The agenda and complete proposals. 5) The forms used for voting by proxy or by post, unless these forms are sent directly to the shareholders. If the forms cannot be made available on the Internet for technical reasons, it must appear from the Company's website how to acquire paper copies. In such cases, the forms will be forwarded to shareholders on request.

5 5.2 The agenda of the annual general meeting must include the following items: Directors' Report on the Company's business in the past year. Presentation of audited Annual Report for approval. Discharge of the Board of Directors and Executive Board. Resolution on profit or loss appropriation. Authorisation to buy back own shares. Proposals by shareholders and Board of Directors. Election of Board of Directors. Appointment of auditors. Any other business. 6 Chairman of the general meeting 6.1 The general meeting shall be presided over by a chairman of the meeting appointed by the Board of Directors. The chairman of the meeting chairs the general meeting and ensures that the meeting is held in an orderly and appropriate manner. The chairman of the meeting has the necessary powers to do so, including the right to prepare discussions and voting issues, decide when to end a debate, interrupt speakers and, if necessary, dismiss attendees from the general meeting. 6.2 Minutes of the proceedings at general meetings must be entered into a minute book and signed by the chairman of the meeting. 7 Registration date, voting rights and attendance at general meetings 7.1 A shareholder's right to attend general meetings and to vote is determined based on the shares held by the shareholder on the registration date. The registration date is one week prior to the general meeting. The shares held by the individual shareholders on the registration date are determined based on entries of the shareholders' ownership interests in the register of owners as well as information about ownership interests that the Company has received but has not yet entered into the register.

6 7.2 Admission cards for the general meeting must be obtained not later than three days prior to the meeting. Shareholders who have obtained an admission card may attend the general meeting. Any shareholder may, against adequate proof of identity, request an admission card at the Company's offices or another location in the Capital Region specified in the notice convening the meeting, or make an electronic request to receive an admission card in accordance with the procedure described on the Company's website at under Investor Relations. In case the Board of Directors has decided to conduct a partially electronic general meeting, cf Article 4.2, shareholders wishing to participate electronically in the general meeting must have registered for it at least three calendar days in advance as specified on the Company's website at under Investor Relations. 7.3 Shareholders are entitled to attend the general meeting by proxy. A shareholder or the shareholder's proxy may attend together with an adviser. The proxy must produce a written and dated instrument of proxy. Instruments of proxy for the Board of Directors may not be issued for periods in excess of 12 months and must be issued for a specified general meeting with a known agenda. 7.4 The Company's general meetings are open to members of the press against presentation of press cards. 8 Voting rights at general meetings 8.1 Shareholders who have received admission cards may vote at the general meetings. Shareholders may also vote by post, ie cast a written vote, before the general meeting is held. 8.2 Each nominal amount of shares of DKK 1,000 carries one vote. 9 Resolutions at general meetings 9.1 All resolutions at the general meeting shall be passed by a simple majority of votes unless the Danish Companies Act prescribes special rules on representation and majority.

7 10 Board of Directors 10.1 The Company is managed by a Board of Directors comprising three to four members to be elected at the General Meeting. Directors are elected for one year at a time andmay be re-elected. Directors must retire at the first annual general meeting after the Director has attained the age of The Board of Directors shall elect its chairman among its members Board resolutions must be passed by a simple majority of votes. The chairman shall have the casting vote in case of an equality of votes The Board of Directors shall lay down rules of procedure for its activities Minutes of the proceedings at board meetings must be entered into a minute book and signed by all Directors present. 11 Executive Board 11.1 The Company's Board of Directors shall appoint an Executive Board comprising one or two members to be in charge of the day-to-day operations, one of whom shall be Chief Executive Officer The Board of Directors shall lay down rules on the authority of the Executive Board The Company has adopted general guidelines on incentive pay to the management. The guidelines which have been approved by the general meeting are available on the Company s website.

8 12 Power to sign for the Company 12.1 The Company is bound by the joint signatures of one Director and one Executive Board member, or by the joint signatures of two Directors. 13 Dividend 13.1 Decisions to distribute the Company's funds as dividend must be made in compliance with current rules. The Board of Directors is authorized to make any decisions on the distribution of extraordinary dividends in accordance with the Danish Companies Act In case of issuance of shares through VP Securities A/S, dividend will be distributed by transfer to the accounts designated by the shareholders in accordance with the rules applicable to VP Securities A/S. 14 Audit 14.1 The Annual Report of the Company must be audited by a state-authorised public accountant The Company auditor is appointed by the General Meeting for one year at a time. Re-appointment is possible. 15 Financial statements 15.1 The Company's financial year is 1 February-31 January. The first financial year runs from the date of formation to 31 January The Annual Report of the Company must be presented in accordance with the Danish Financial Statements Act and international accounting standards (IAS), including the International Financial Reporting Standards (IFRS), applicable for the time being.

9 16 Publicity 16.1 The Company's Articles of Association and the latest adopted annual report are available to the public and copies thereof may be obtained at the Company's offices on request. 17 Electronic communication 17.1 The Company uses electronic document exchange and electronic mail ( ) in communicating with its shareholders in accordance with Articles 17.2 and 17.3, cf section 92 of the Danish Companies Act Electronic communication is applied for the following communications between the company and its shareholders: Notices to convene annual and extraordinary general meetings, presentation and distribution of agendas, complete proposals, preliminary announcements of financial statements, annual reports, interim reports, stock exchange announcements, financial calendar, valuation reports and other audit opinions, reports by the Board of Directors, minutes of general meetings, prospectuses, instruments of proxy, admission cards and general information from the Company to its shareholders. The abovementioned documents will also be available on the Company's website at Information on system and other technical requirements and on the approach to publication of notices to Company shareholders and electronic communication with the Company is available on the Company website at ---oo0oo---

10 Adopted at the Annual General Meeting of the Company held on 23 May 2016, as amended on 30 June 2016 following the capital decrease in accordance with the resolution passed at the general meeting. Chairman of the meeting: Tomas Haagen