Articles of Association
NAME, REGISTERED OFFICE AND OBJECTS OF THE COMPANY
Article 1
The name of the company is Bavarian Nordic A/S ("the
Company").
Article 2
Cancelled
Article 3
The objects for which the Company has been established is to
carry on research, trade, manufacture and any other related
activities, primarily within the pharmaceutical industry.
THE COMPANY'S SHARE CAPITAL
Article 4
The Company's share capital amounts to 260,943,610, in words
twohundredsixtymillionninehundredfourtythreeandsixhundredten 00/100
Danish kroner, divided into shares in the denomination of DKK 1 and
multiples thereof. The share capital has been paid up in full.
AUTHORISATION TO INCREASE THE CAPITAL
STOCK
Article 5a
For the period ending on 30 June 2012, the Board of Directors
shall be authorised to increase the Company's share capital in one
or more issues with a total of nominally DKK 128,676,910
(128,676,910 shares of DKK 1 and multiples hereof).
The share capital may be increased by cash payment or in other
ways. If the share capital is increased by a cash payment at a
subscription price below the value of the shares, the existing
shareholders shall have pre-emption right to subscribe for the
amount by which the share capital is increased, proportional to
their shareholdings. If the share capital is increased by a cash
payment other than in the situations mentioned in this Article 5a,
subsection 2 or in other ways, such as by conversion of debts or in
payment of a contribution in kind, the Company's existing
shareholders shall not have pre-emption right. If the share capital
is increased in other ways, the provisions of section 160 of the
Danish Companies Act shall apply, and the subscription price or the
value of the shares issued shall be fixed by the Board of Directors
within the framework of the mandatory provisions under the Danish
Companies Act, including sections 107 and 108 of the Act.
The terms and conditions of the subscription for shares shall be
determined by the Board of Directors.
The new shares shall be negotiable instruments and shall be
issued to bearer, but they may be registered in the bearer's name
in the Company's register of shareholders. No restrictions shall
apply to the transferability of the new shares, and no shareholder
shall be obliged to have his shares redeemed - in whole or in part.
The shares shall carry the right to dividend as from the date fixed
by the Board of Directors, but not later than the first financial
year following the capital increase.
Article 5b
During the period ending 31 December 2013, the Company may issue
warrants, in one or more portions by resolution of the Board of
Directors. The warrants may be issued to the management and
employees of the Company or its subsidiaries, including to
consultants, for the subscription of shares of a nominal value of
up to DKK 2.150.000 by cash contribution at a subscription price
and on such other terms as the Board of Directors may determine.
Warrants may not be issued to members of the Board of Directors.
Any issuance of warrants to the Board of Directors and/or
management shall be made in accordance with the Company's policy
for incentive remuneration of the Board of Directors and the
Management, prepared in accordance with section 139 of the Danish
Companies Act and approved by the general meeting, cf. Article 17a
of the Articles of Association.
Holders of warrants shall have pre-emption right to subscribe
for the shares, issued based on the warrants, meaning that the
pre-emption rights to subscribe to warrants and new shares for
existing shareholders' are deviated from.
As a consequence of the exercise of awarded warrants, the Board
of Directors is authorized during the period until 1 April 2016 to
increase the share capital by a nominal value of up to DKK
2.150.000 in one or more portions by resolution of the Board of
Directors by cash contribution at a subscription price and on such
other terms as the Board of Directors may determine without
pre-emption right for the existing shareholders.
The new shares issued based on warrants shall have the same
rights as existing shares according to the Articles of Association.
The new shares shall be negotiable instruments and shall be issued
to the bearer, but they may be registered in the bearer's name in
the Company's register of shareholders. No restrictions shall apply
to the transferability of the new shares and no shareholder shall
be obliged to have his shares to be redeemed - in whole or in part.
The new shares shall carry the right to dividend from the time of
subscription.
Subject to the rules in force at any time, the Board of
Directors may reuse or reissue lapsed and unexercised warrants, if
any, provided that the reuse or reissue occurs under the same terms
and within the time limitations set out in this authorization.
Reuse is to be construed as the Board of Directors' entitlement to
let another party enter into an existing agreement on warrants.
Reissue is to be construed as the Board of Directors' option to
reissue new warrants under the same authorization, if previously
issued warrants have lapsed.
Article 5c
Cancelled
Article 5d
Cancelled
Article 5e
Cancelled
Article 5f
Cancelled
Article 5g
In accordance with authorization the Board of Directors has
issued 244,062 warrants, providing the right to subscribe for a
maximum of 244,062 shares, each with a nominal value of DKK 10 (a
total nominal value of 2,440,620), at a rate of DKK 97 per share of
DKK 10.
Subscription for shares according to the awarded warrants can be
made, wholly or partly, in periods of each 14 days (1) first time
from the day of publication of the Company's Half Year Report for
the year of 2011; (2) second time from the day of publication of
the Company's Annual Report for the year of 2011; (3) third time
from the day of publication of the Company's Half Year Report for
the year of 2012; and (4) fourth time from the day of publication
of the Company's Annual Report for the year of 2012. Warrants,
which are not exercised in the first subscription period, can be
exercised in later subscription periods, however no later than 15
April 2013.
The existing shareholders shall not have pre-emptive right for
the warrants.
The warrants can not be assigned or placed as collateral by the
warrant holder to third party.
New shares as shall be subscribed for in accordance with the
warrant shall have the same rights as existing shares pursuant to
the Articles of Association, according to which new shares shall be
negotiable securities and shall be issued to the holder but can be
registered by name in the Company's register of shareholders. No
limitations in the negotiability of the new shares shall apply, and
no duty for redemption shall be attached hereto. From the time of
subscription, shares shall bear the right to dividend.
If a decision is made before exercise of the warrants concerning
sale of a majority of the shares in the Company, which means
transfer of more than 50% of the Company's Share Capital to third
party (who may be a shareholder in the Company), the Board of
Directors can decide:
that
the warrant holder, wholly or partly shall exercise all awarded
warrants, regardless of whether vested or not and transfer the
shares on the same terms and conditions as the other transferring
shareholders (or renounce to do so, in which case the warrants
shall lapse), or
that
the warrant holder shall keep the awarded warrants on the terms and
conditions set out herein.
If a decision is made before exercise of the warrants concerning
dissolution of the Company, including by merger or de-merger, the
Board of Directors can decide:
that
the warrant holder, wholly or partly shall exercise all awarded
warrants, regardless of whether vested or not and transfer the
shares on the same terms and conditions as the other transferring
shareholders (or renounce to do so, in which case the warrants
shall lapse), or
that
the warrant holder shall keep the awarded warrants on the terms and
conditions set out herein.
If a decision is made before exercise of the warrants concerning
increase of capital, issue of warrants, convertible debt instrument
or the like, by the means of which the shares can be subscribed for
a value not lower than the market value, it shall not affect the
terms and conditions for the exercise of the warrants.
If a decision is made before exercise of the warrants concerning
1) increase of capital, issue of warrants, convertible debt
instrument of the like, except to employees or board members of the
Company and its subsidiaries, by the means of which the shares can
be subscribed to a value lower than the market value, 2) if the
Company implements a reduction of capital for coverage of deficit
or 3) implements a reduction of capital in the Company with payment
to the shareholders and this change involves a reduction or
increase of the potential profit according to the warrants, the
subscription price hereof and/or the amounts of shares shall be
regulated, which can be subscribed by exercise of the warrants, so
that the potential profit of the warrants will remain
unchanged.
As a consequence of the award of warrants the Board has decided
on an increase of the Company's share capital with up to a nominal
value of DKK 2,440,620.
For the exercise of awarded warrants, the Board of Directors is
authorized during the period until 26 April 2013, to increase the
share capital by a nominal value of DKK 2,440,620 in one or more
portions on resolution of the Board of Directors by cash payment at
a price of DKK 97 per share of nominal DKK 10. The details and
terms for the issuance of shares shall be established by the Board
of Directors.
The new shares issued based on warrants shall have the same
rights as existing shares according to the Articles of Association.
The new shares shall be negotiable instruments and be issued to the
bearer, but may be registered in the Company's register of
shareholders. No restrictions in the transferability of the new
shares shall apply and no shareholder shall be obliged to allow for
their shares to be redeemed - in whole or in part. The new shares
shall be eligible for dividends from the time of subscription.
Article 5h
During the period ending 1 May 2012, the Company may in one or
more portions by resolution of the Board of Directors obtain loans
in an amount of DKK 39,000,000 against issue of convertible notes
which gives the right to subscribe for shares in the Company. The
Company's existing shareholders shall not have pre-emption right.
The loans shall be paid in cash. The terms and conditions for the
convertible notes shall be determined by the Board of
Directors.
As a consequence of the conversion of the convertible notes, the
Board of Directors is authorised during the period until 24 April
2014 to increase the share capital by a nominal value of up to DKK
3,900,000 in one or more portions by resolution of the Board of
Directors by conversion of the convertible notes and on such other
terms as the Board of Directors may determine. The Company's
existing shareholders shall not have pre-emption right to subscribe
for shares issued by conversion of the convertible notes.
The new shares issued based on convertible notes shall have the
same rights as existing shares according to the Articles of
Association. The new shares shall be negotiable instruments and
shall be issued to the bearer, but they may be registered in the
bearer's name in the Company's register of shareholders. No
restrictions shall apply to the transferability of the new shares
and no shareholder shall be obliged to have his shares to be
redeemed - in whole or in part. The new shares shall carry the
right to dividend from the time of conversion of the issued
convertible notes, i.e. from the time of subscription.
Article 5i
In accordance with authorization the Board of Directors has
issued 36,924 warrants, providing the right to subscribe to a
maximum of 36,924 shares, each with a nominal value of DKK 10 (a
total nominal value of 369,240), at a rate of DKK 77 per share of
DKK 10.
Subscription for shares according to the awarded warrants can be
made, wholly or partly, in periods of each 14 days (1) first time
from the day of publication of the Company's Annual Report for the
year of 2011; (2) second time from the day of publication of the
Company's Half Year Report for the year of 2012; (3) third time
from the day of publication of the Company's Annual Report for the
year of 2012; and (4) fourth time from the day of publication of
the Company's Half Year Report for the year of 2013. Warrants,
which are not exercised used in the first subscription period, can
be exercised in later subscription periods, however no later than
13 September 2013.
The existing shareholders shall not have pre-emptive right for
the warrants.
The warrants can not be assigned or placed as collateral by the
warrant holder to third party.
If a decision is made before exercise of the warrants concerning
sale of a majority of the shares in the Company, which means
transfer of more than 50% of the Company's Share Capital to third
party (who may be a shareholder in the Company), the Board of
Directors can decide:
that the warrant holder, wholly or
partly shall exercise all awarded warrants, regardless of whether
vested or not and transfer the shares on the same terms and
conditions as the other transferring shareholders (or renounce to
do so, in which case the warrants shall lapse), or
that the warrant holder shall keep the
awarded warrants on the terms and conditions set out herein.
If a decision is made before exercise of the warrants concerning
dissolution of the company, including by merger or de-merger, the
Board of Directors can decide:
that the warrant holder, wholly or
partly shall exercise all awarded warrants, regardless of whether
vested or not and transfer the shares on the same terms and
conditions as the other transferring shareholders (or renounce to
do so, in which case the warrants shall lapse), or
that the warrant holder shall keep the
awarded warrants on the terms and conditions set out herein.
If a decision is made before exercise of the warrants concerning
increase of capital, issue of warrants, convertible debt instrument
or the like, by the means of which the shares can be subscribed for
a value not lower than the market value, it shall not affect the
terms and conditions for the exercise of the warrants.
If a decision is made before exercise of the warrants concerning
1) increase of capital, issue of warrants, convertible debt
instrument of the like, except to employees or board members of the
Company and its subsidiaries, by the means of which the shares can
be subscribed for a value lower than the market value, 2) if the
Company implements a reduction of capital for coverage of deficit
or 3) implements a reduction of capital in the Company with payment
to the shareholders and this change involves a reduction or
increase of the potential profit according to the warrants, the
subscription price hereof and/or the amounts of shares shall be
regulated, which can be subscribed by exercise of the warrants, so
that the potential profit of the warrants will remain unchanged.
Warrants to employees of BN Immunotherapeutics, Inc. are, however,
subject to additional adjustment provisions.
For the exercise of awarded warrants, the Board of Directors has
decided on an increase of the Company's share capital in one or
more portions by a total nominal value of up to DKK 369,240 by cash
payment at a price of DKK 77 per share of nominal DKK 10 and
without pre-emption right for the Company's existing shareholders.
The details and terms for the issuance of shares have been
established by the Board of Directors.
The new shares issued based on warrants shall have the same
rights as existing shares according to the Articles of Association.
The new shares shall be negotiable instruments and be issued to the
bearer, but may be registered in the Company's register of
shareholders. No restrictions in the transferability of the new
shares shall apply and no shareholder shall be obliged to allow for
their shares to be redeemed - in whole or in part. The new shares
shall be eligible for dividends from the time of subscription.
Article 5j
In accordance with authorization the Board of Directors has
issued 409,420 warrants, providing the right to subscribe to a
maximum of 409,420 shares, each with a nominal value of DKK 10 (a
total nominal value of 4,094,200), at a rate of DKK 114 per share
of DKK 10.
Subscription for shares according to the awarded warrants can be
made, wholly or partly, in periods of each 14 days (1) first time
from the day of publication of the Company's Quarterly Report for
third quarter in the year of 2012; (2) second time from the day of
publication of the Company's Quarterly Report for the first quarter
in the year of 2013; (3) third time from the day of publication of
the Company's Quarterly Report for the third quarter in the year of
2013; and (4) fourth time from the day of publication of the
Company's Quarterly Report for the first quarter in the year of
2014. Warrants, which are not exercised in the first subscription
period, can be exercised in later subscription periods, however no
later than 18 June 2014.
The existing shareholders shall not have pre-emptive right for
the warrants.
The warrants can not be assigned or placed as collateral by the
warrant holder to third party.
If a decision is made before exercise of the warrants concerning
sale of a majority of the shares in the Company, which means
transfer of more than 50% of the Company's Share Capital to third
party (who may be a shareholder in the Company), the Board of
Directors can decide:
that the warrant holder, wholly or
partly shall exercise all awarded warrants, regardless of whether
vested or not and transfer the shares on the same terms and
conditions as the other transferring shareholders (or renounce to
do so, in which case the warrants shall lapse), or
that the warrant holder shall keep the
awarded warrants on the terms and conditions set out herein.
If a decision is made before exercise of the warrants concerning
dissolution of the Company, including by merger or de-merger, the
Board of Directors can decide:
that the warrant holder, wholly or
partly shall exercise all awarded warrants, regardless of whether
vested or not and transfer the shares on the same terms and
conditions as the other transferring shareholders (or renounce to
do so, in which case the warrants shall lapse), or
that the warrant holder shall keep the
awarded warrants on the terms and conditions set out herein.
If a decision is made before exercise of the warrants concerning
increase of capital, issue of warrants, convertible debt instrument
or the like, by the means of which the shares can be subscribed for
a value not lower than the market value, it shall not affect the
terms and conditions for the exercise of the warrants.
If a decision is made before exercise of the warrants concerning
1) increase of capital, issue of warrants, convertible debt
instrument of the like, except to employees or board members of the
Company and its subsidiaries, by the means of which the shares can
be subscribed to a value lower than the market value, 2) if the
Company implements a reduction of capital for coverage of deficit
or 3) implements a reduction of capital in the Company with payment
to the shareholders and this change involves a reduction or
increase of the potential profit according to the warrants, the
subscription price hereof and/or the amount of shares shall be
regulated, which can be subscribed by exercise of the warrants, so
that the potential profit of the warrants will remain unchanged.
Warrants to employees of BN Immunotherapeutics, Inc. are, however,
subject to additional adjustment provisions.
For the exercise of awarded warrants, the Board of Directors has
decided on an increase of the Company's share capital in one or
more portions by a total nominal value of up to DKK 4,094,200 by
cash payment at a price of DKK 114 per share of nominal DKK 10 and
without pre-emption right for the Company's existing shareholders.
The details and terms for the issuance of shares have been
established by the Board of Directors.
The new shares issued based on warrants shall have the same
rights as existing shares according to the Articles of Association.
The new shares shall be negotiable instruments and be issued to the
bearer, but may be registered in the Company's register of
shareholders. No restrictions in the transferability of the new
shares shall apply and no shareholder shall be obliged to allow for
their shares to be redeemed - in whole or in part. The new shares
shall be eligible for dividends from the time of subscription.
Article 5k
In accordance with authorization the Board of Directors has
issued 348,002 warrants, providing the right to subscribe to a
maximum of 348,002 shares, each with a nominal value of DKK 10 (a
total nominal value of 3,480,020), at a rate of DKK 216 per share
of DKK 10.
Subscription for shares according to the awarded warrants can be
made, wholly or partly, in periods of each 14 days (1) first time
from the day of publication of the Company's Quarterly Report for
the first quarter in the year of 2013; (2) second time from the day
of publication of the Company's Quarterly Report for the third
quarter in the year of 2013; (3) third time from the day of
publication of the Company's Quarterly Report for the first quarter
in the year of 2014; and (4) fourth time from the day of
publication of the Company's Quarterly Report for third quarter in
the year of 2014. Warrants, which are not exercised in the first
subscription period, can be exercised in later subscription
periods, however no later than 15. December 2014.
The existing shareholders shall not have pre-emptive right for
the warrants.
The warrants can not be assigned or placed as collateral by the
warrant holder to third party.
If a decision is made before exercise of the warrants concerning
sale of a majority of the shares in the Company, which means
transfer of more than 50% of the Company's Share Capital to third
party (who may be a shareholder in the Company), the Board of
Directors can decide:
that the warrant holder, wholly or
partly shall exercise all awarded warrants, regardless of whether
vested or not and transfer the shares on the same terms and
conditions as the other transferring shareholders (or renounce to
do so, in which case the warrants shall lapse), or
that the warrant holder shall keep the
awarded warrants on the terms and conditions set out herein.
If a decision is made before exercise of the warrants concerning
dissolution of the Company, including by merger or de-merger, the
Board of Directors can decide:
that the warrant holder, wholly or
partly shall exercise all awarded warrants, regardless of whether
vested or not and transfer the shares on the same terms and
conditions as the other transferring shareholders (or renounce to
do so, in which case the warrants shall lapse), or
that the warrant holder shall keep the
awarded warrants on the terms and conditions set out herein.
If a decision is made before exercise of the warrants concerning
increase of capital, issue of warrants, convertible debt instrument
or the like, by the means of which the shares can be subscribed for
a value not lower than the market value, it shall not affect the
terms and conditions for the exercise of the warrants.
If a decision is made before exercise of the warrants concerning
1) increase of capital, issue of warrants, convertible debt
instrument of the like, except to employees, consultants or board
members of the Company and its subsidiaries, by the means of which
the shares can be subscribed to a value lower than the market
value, 2) if the Company implements a reduction of capital for
coverage of deficit or 3) implements a reduction of capital in the
Company with payment to the shareholders and this change involves a
reduction or increase of the potential profit according to the
warrants, the subscription price hereof and/or the amount of shares
shall be regulated, which can be subscribed by exercise of the
warrants, so that the potential profit of the warrants will remain
unchanged. Warrants to employees of BN Immunotherapeutics, Inc.
are, however, subject to additional adjustment
provisions.
For the exercise of awarded warrants, the Board of Directors has
decided on an increase of the Company's share capital in one or
more portions by a total nominal value of up to DKK 3,480,020 by
cash payment at a price of DKK 216 per share of nominal DKK 10 and
without pre-emption right for the Company's existing shareholders.
The details and terms for the issuance of shares have been
established by the Board of Directors.
The new shares issued based on warrants shall have the same
rights as existing shares according to the Articles of Association.
The new shares shall be negotiable instruments and be issued to the
bearer, but may be registered in the Company's register of
shareholders. No restrictions in the transferability of the new
shares shall apply and no shareholder shall be obliged to allow for
their shares to be redeemed - in whole or in part. The new shares
shall be eligible for dividends from the time of subscription.
Article 5l
In accordance with authorization the Board of Directors has
issued 47,127 warrants, providing the right to subscribe for a
maximum of 47,127 shares, each with a nominal value of DKK 10 (a
total nominal value of 471,270), at a rate of DKK 192 per share of
DKK 10.
Subscription for shares according to the awarded warrants can be
made, wholly or partly, in periods of each 14 days (1) first time
from the day of publication of the Company's Half Year Report for
the year 2013; (2) second time from the day of publication of the
company's Annual Report for the year 2013; (3) third time from the
day of publication of the Company's Half Year Report for the year
2014; and (4) fourth time from the day of publication of the
Company's Annual Report for the year 2014. Warrants, which are not
exercised in the first subscription period, can be exercised in
later subscription periods, however no later than 30 April
2015.
The existing shareholders shall not have pre-emptive right for
the warrants.
The warrants can not be assigned or placed as collateral by the
warrant holder to third party.
If a decision is made before exercise of the warrants concerning
sale of a majority of the shares in the Company, which means
transfer of more than 50% of the Company's Share Capital to third
party (who may be a shareholder in the company), the Board of
Directors can decide:
that the warrant holder, wholly or
partly shall exercise all awarded warrants, regardless of whether
vested or not and transfer the shares on the same terms and
conditions as the other transferring shareholders (or renounce to
do so, in which case the warrants shall lapse), or
that the warrant holder shall keep the
awarded warrants on the terms and conditions set out herein.
If a decision is made before exercise of the warrants concerning
dissolution of the company, including by merger or de-merger, the
Board of Directors can decide:
that the warrant holder, wholly or
partly shall exercise all awarded warrants, regardless of whether
vested or not and transfer the shares on the same terms and
conditions as the other transferring shareholders (or renounce to
do so, in which case the warrants shall lapse), or
that the warrant holder shall keep the
awarded warrants on the terms and conditions set out herein.
If a decision is made before exercise of the warrants concerning
increase of capital, issue of warrants, convertible debt instrument
or the like, by the means of which the shares can be subscribed for
a value not lower than the market value, it shall not affect the
terms and conditions for the exercise of the warrants.
If a decision is made before exercise of the warrants concerning
1) increase of capital, issue of warrants, convertible debt
instrument of the like, except to employees, consultants or board
members of the Company and its subsidiaries, by the means of which
the shares can be subscribed for a value lower than the market
value, 2) if the Company implements a reduction of capital for
coverage of deficit or 3) implements a reduction of capital in the
Company with payment to the shareholders and this change involves a
reduction or increase of the potential profit according to the
warrants, the subscription price hereof and/or the amount of shares
shall be regulated, which can be subscribed by exercise of the
warrants, so that the potential profit of the warrants will remain
unchanged. Warrants to employees of BN Immunotherapeutics, Inc.
are, however, subject to additional adjustment
provisions.
For the exercise of awarded warrants, the Board of Directors has
decided on an increase of the Company's share capital in one or
more portions by a total nominal value of up to DKK 471,270 by cash
payment at a price of DKK 192 per share of nominal DKK 10 and
without pre-emption right for the Company's existing shareholders.
The details and terms for the issuance of shares have been
established by the Board of Directors.
The new shares issued based on warrants shall have the same
rights as existing shares according to the Articles of Association.
The new shares shall be negotiable instruments and be issued to the
bearer, but may be registered in the Company's register of
shareholders. No restrictions in the transferability of the new
shares shall apply and no shareholder shall be obliged to allow for
their shares to be redeemed - in whole or in part. The new shares
shall be eligible for dividends from the time of subscription.
Article 5m
In accordance with authorization the Board of Directors has
issued 60,587 warrants, providing the right to subscribe for a
maximum of 60,587 shares, each with a nominal value of DKK 10 (a
total nominal value of 605,870), at a rate of DKK 194 per share of
DKK 10.
Subscription for shares according to the awarded warrants can be
made, wholly or partly, in periods of each 14 days (1) first time
from the day of publication of the Company's Annual Report for the
year 2013; (2) second time from the day of publication of the
Company's Half Year Report for the year 2014; (3) third time from
the day of publication of the Company's Annual Report for the year
2014; and (4) fourth time from the day of publication of the
Company's Half Year Report for the year 2015. Warrants, which are
not exercised in the first subscription period, can be exercised in
later subscription periods, however no later than 31 October
2015.
The existing shareholders shall not have pre-emptive right for
the warrants.
The warrants can not be assigned or placed as collateral by the
warrant holder to third party.
If a decision is made before exercise of the warrants concerning
sale of a majority of the shares in the Company, which means
transfer of more than 50% of the Company's Share Capital to third
party (who may be a shareholder in the company), the Board of
Directors can decide:
that the warrant holder, wholly or
partly shall exercise all awarded warrants, regardless of whether
vested or not and transfer the shares on the same terms and
conditions as the other transferring shareholders (or renounce to
do so, in which case the warrants shall lapse), or
that the warrant holder shall keep the
awarded warrants on the terms and conditions set out herein.
If a decision is made before exercise of the warrants concerning
dissolution of the Company, including by merger or de-merger, the
Board of Directors can decide:
that the warrant holder, wholly or
partly shall exercise all awarded warrants, regardless of whether
vested or not and transfer the shares on the same terms and
conditions as the other transferring shareholders (or renounce to
do so, in which case the warrants shall lapse), or
that the warrant holder shall keep the
awarded warrants on the terms and conditions set out herein.
If a decision is made before exercise of the warrants concerning
increase of capital, issue of warrants, convertible debt instrument
or the like, by the means of which the shares can be subscribed for
a value not lower than the market value, it shall not affect the
terms and conditions for the exercise of the warrants.
If a decision is made before exercise of the warrants concerning
1) increase of capital, issue of warrants, convertible debt
instrument of the like, except to employees, consultants or board
members of the Company and its subsidiaries, by the means of which
the shares can be subscribed for a value lower than the market
value, 2) if the Company implements a reduction of capital for
coverage of deficit or 3) implements a reduction of capital in the
Company with payment to the shareholders and this change involves a
reduction or increase of the potential profit according to the
warrants, the subscription price hereof and/or the amount of shares
shall be regulated, which can be subscribed by exercise of the
warrants, so that the potential profit of the warrants will remain
unchanged. Warrants to employees of BN Immunotherapeutics, Inc.
are, however, subject to additional adjustment
provisions.
For the exercise of awarded warrants, the Board of Directors has
decided on an increase of the Company's share capital in one or
more portions by a total nominal value of up to DKK 605,870 by cash
payment at a price of DKK 194 per share of nominal DKK 10 and
without pre-emption right for the Company's existing shareholders.
The details and terms for the issuance of shares have been
established by the Board of Directors.
The new shares issued based on warrants shall have the same
rights as existing shares according to the Articles of Association.
The new shares shall be negotiable instruments and be issued to the
bearer, but may be registered in the Company's register of
shareholders. No restrictions in the transferability of the new
shares shall apply and no shareholder shall be obliged to allow for
their shares to be redeemed - in whole or in part. The new shares
shall be eligible for dividends from the time of subscription.
Article 5n
In accordance with authorization the Board of Directors has
issued 385,000 warrants, providing the right to subscribe for a
maximum of 385,000 shares, each with a nominal value of DKK 10 (a
total nominal value of 3,850,000), at a rate of DKK 54.10 per share
of DKK 10.
Subscription for shares according to the awarded warrants can be
made, wholly or partly, in periods of each 14 days (1) first time
from the day of publication of the Company's Quarterly Report for
the third quarter 2014; (2) second time from the day of publication
of the Company's Quarterly Report for the first quarter 2015; (3)
third time from the day of publication of the Company's Quarterly
Report for the third quarter 2015; and (4) fourth time from the day
of publication of the Company's Quarterly Report for the first
quarter 2016. Warrants, which are not exercised in the first
subscription period, can be exercised in later subscription
periods, however no later than 31 July 2016.
The existing shareholders shall not have pre-emptive right for
the warrants.
The warrants can not be assigned or placed as collateral by the
warrant holder to third party.
If a decision is made before exercise of the warrants concerning
sale of a majority of the shares in the Company, which means
transfer of more than 50% of the Company's Share Capital to third
party (who may be a shareholder in the company), the Board of
Directors can decide:
that the warrant holder, wholly or
partly shall exercise all awarded warrants, regardless of whether
vested or not and transfer the shares on the same terms and
conditions as the other transferring shareholders (or renounce to
do so, in which case the warrants shall lapse), or
that the warrant holder shall keep the
awarded warrants on the terms and conditions set out herein.
If a decision is made before exercise of the warrants concerning
dissolution of the Company, including by merger or de-merger, the
Board of Directors can decide:
that the warrant holder, wholly or
partly shall exercise all awarded warrants, regardless of whether
vested or not and transfer the shares on the same terms and
conditions as the other transferring shareholders (or renounce to
do so, in which case the warrants shall lapse), or
that the warrant holder shall keep the
awarded warrants on the terms and conditions set out herein.
If a decision is made before exercise of the warrants concerning
increase of capital, issue of warrants, convertible debt instrument
or the like, by the means of which the shares can be subscribed for
a value not lower than the market value, it shall not affect the
terms and conditions for the exercise of the warrants.
If a decision is made before exercise of the warrants concerning
1) increase of capital, issue of warrants, convertible debt
instrument of the like, except to employees, consultants or board
members of the Company and its subsidiaries, by the means of which
the shares can be subscribed for a value lower than the market
value, 2) if the Company implements a reduction of capital for
coverage of deficit or 3) implements a reduction of capital in the
Company with payment to the shareholders and this change involves a
reduction or increase of the potential profit according to the
warrants, the subscription price hereof and/or the amount of shares
shall be regulated, which can be subscribed by exercise of the
warrants, so that the potential profit of the warrants will remain
unchanged. Warrants to employees of BN Immunotherapeutics, Inc.
are, however, subject to additional adjustment
provisions.
For the exercise of awarded warrants, the Board of Directors has
decided on an increase of the Company's share capital in one or
more portions by a total nominal value of up to DKK 3,850,000 by
cash payment at a price of DKK 54.10 per share of nominal DKK 10
and without pre-emption right for the Company's existing
shareholders. The details and terms for the issuance of shares have
been established by the Board of Directors.
The Board of Directors may during the period ending 31 December
2013 in one or more portions reuse or reissue any lapsed and
unexercised warrants issued in accordance with this article. Reuse
is to be construed as the Board of Directors' entitlement to let
another party enter into an existing agreement on warrants. Reissue
is to be construed as the Board of Directors' option to reissue new
warrants under the authorization set forth below, if previously
issued warrants have lapsed.
The warrants may be reused or reissued to the management and
employees of the Company or its subsidiaries, including to
consultants. Warrants may be reissued for the subscription of
shares by cash contribution at a subscription price and on such
other terms as the Board of Directors may determine in accordance
with the original authorization. Warrants may not be reused or
reissued to members of the Board of Directors. Any issuance of
warrants to the management shall be made in accordance with the
Company's policy for incentive remuneration of the Board of
Directors and the Management, prepared in accordance with section
139 of the Danish Companies Act and approved by the general
meeting, cf. Article 17a of the Articles of Association.
Holders of warrants shall have pre-emption right to subscribe
for the shares issued based on the warrants, meaning that the
pre-emption rights to subscribe to warrants and new shares for
existing shareholders' are deviated from.
If and to the extent that warrants are reissued, the Board of
Directors is authorized during the period until 1 April 2016 to
resolve on the related capital increase by a nominal value of up to
DKK 3,550,000 in one or more portions by cash contribution at a
subscription price and on such other terms as the Board of
Directors may determine without pre-emption right for the existing
shareholders.
The new shares issued based on issued, reused or reissued
warrants shall have the same rights as existing shares according to
the Articles of Association. The new shares shall be negotiable
instruments and be issued to the bearer, but may be registered in
the Company's register of shareholders. No restrictions in the
transferability of the new shares shall apply and no shareholder
shall be obliged to allow for their shares to be redeemed - in
whole or in part. The new shares shall be eligible for dividends
from the time of subscription.
SHARES
Article 6
All shares shall be issued to bearer, but may be recorded in the
name of the holder in the Company's register of shareholders. The
shares shall be negotiable instruments and there shall be no
restrictions as to their transferability.
Article 7
No share shall confer any special rights upon the holder, and no
shareholder shall be obligated to have his shares redeemed, whether
in whole or in part, by the Company or by any other party.
Article 8
As resolved by the Board of Directors, the Company's register of
shareholders may be kept either by the appropriate officer of the
Company, or by a secretary outside the Company to be designated by
the Board of Directors. The Company's register of shareholders is
kept by Computershare A/S, Kongevejen 418, Øverød,
2840 Holte.
Article 9
Share certificates may be declared null and void without a prior
court order in accordance with the statutory rules applying from
time to time to the annulment of negotiable instruments.
GENERAL MEETINGS
Article 10
Within the framework laid down by statute and these Articles of
Association, the shareholders at the General Meeting shall give
general supervision and direction to all corporate affairs.
General Meetings shall be held in the municipality in which the
Company's registered office is situated, or in the Capital Region
of Denmark (in Danish Region Hovedstaden).
General Meetings shall be convened by the Board of Directors
giving not less than three weeks nor more than five weeks'
notice.
General meetings shall be convened by publication in the IT
information system of the Danish Commerce and Companies Agency and
on the Company's webpage. The Board of Directors may resolve that
notice to convene the general meeting shall be published in a
leading newspaper. Furthermore, a written notice convening the
general meeting shall be sent to all registered shareholders who
have so requested.
The convening notice shall contain the agenda of the relevant
General Meeting. If any proposals are to be considered at the
General Meeting, the adoption of which is subject to a special
majority, then this fact shall be emphasized in the convening
notice and the essentials of the relevant proposal shall be
reproduced in it.
Article 11
Each share amount of DKK 10 shall give one vote at General
Meetings. Any shareholder shall be entitled to attend each
annual and special meeting and exercise his voting rights, provided
that he has requested an admission card from the Company's offices
no later than three days prior to the pertinent meeting. His
capacity as a shareholder shall be documented by his title having
been entered in the Company's register of shareholders no later
than one week prior to the general meeting or by the Company having
received his application for entry of the title in the register of
shareholders before this date.
The shareholder may attend in person or be represented by proxy,
and a shareholder shall be entitled to attend together with an
advisor.
The attorney must provide a dated instrument of proxy issued
to a person who need not be a shareholder in the Company.
Unless containing a provision to the contrary, instruments of
proxy shall be deemed to be in force until revoked in writing by
notification to the Company. However, instruments of proxy issued
to the Company's Board of Directors may not be issued for a period
of more than 12 months and may only be issued in respect of a
specific general meeting for which the agenda is known in
advance.
Article 12
The ordinary general meeting shall be held in time to allow for
the audited and approved annual report to be received in the Danish
Commerce and Companies Agency no later than 4 months after the end
of the financial year.
The agenda of the Annual General Meeting shall contain the
following business:
1. The Directors' report on
the Company's activities in the past year.
2. The presentation of the
annual report for adoption.
3. A proposal from the Board
of Directors regarding the application of profit or covering of
loss pursuant to the annual report as adopted.
4. A resolution for
ratification of the acts of the Board of Directors and the Board of
Management.
5. Election of members to
the Board of Directors.
6. Election of auditors.
7. Any proposals from the
Board of Directors or shareholders, including proposals authorizing
the Company to acquire shares of Company stock.
Requests from shareholders for proposals for consideration
at the Annual General Meeting must be lodged with the Company no
later than six weeks before the general meeting. Are requests made
later than six weeks before the general meeting, the Board of
Directors decides whether the proposals can be admitted to the
agenda.
Article 13
Extraordinary General Meetings shall be held as directed by the
shareholders at the General Meeting, the Board of Directors or an
auditor, or when requested by shareholders holding in the aggregate
not less than 1/20 of the share capital. The request from the
shareholders must contain a specification of the business desired
to be considered at the General Meeting. The General Meeting shall
be convened no later than 14 days after the appropriate request
having reached the Board of Directors.
Article 14
A chairman appointed by the Board of Directors shall preside
over the General Meeting.
The Chairman thus appointed shall officiate at the General
Meeting and shall settle all matters relating to the transaction of
business.
Minutes of the proceedings at a General Meeting shall be entered
in a Minute Book, such minutes to be signed by the Chairman and all
members of the Board of Directors present at the General
Meeting.
No later than 14 days after a General Meeting, the Minute Book
and the results of the voting shall be available for the
shareholders on the Company's webpage.
VOTING RIGHTS
Article 15
Cancelled
Article 16
All resolutions put to the vote of shareholders at General
Meetings shall be subject to adoption by a simple majority of
votes, unless the Danish Companies Act or these Articles of
Association prescribe special rules regarding representation and
majority.
Unless a greater majority or unanimity is required pursuant to
legislation, the adoption of resolutions regarding amendment of
these Articles of Association, the dissolution of the Company or
its merger or amalgamation with another company or business is
subject to such resolution being adopted by not less than 2/3 of
all the votes cast as well as of the votes represented at the
relevant General Meeting.
BOARD OF DIRECTORS AND BOARD OF
MANAGEMENT
Article 17
The Company shall be managed by a Board of Directors of not less
than three nor more than six members to be elected for one year at
a time by the shareholders at the General Meeting. Retiring
Directors shall be eligible for re-election. In addition, such
members that are to be elected pursuant to the statutory rules
regarding representation of the employees on the Board of Directors
shall be elected as well.
The shareholders at the General Meeting shall determine the
remuneration of Directors.
Article 17a
In accordance with article 139 of the Danish Companies Act, the
Company has adopted a policy for incentive remuneration of the
Board and the Board of Management. The policy has been submitted to
and approved by the general meeting. The policy is available on the
Company's website or by contacting the Company.
Article 18
Minutes shall be taken of all proceedings at Board Meetings.
Such minutes shall be signed by all Directors in attendance at the
relevant Board Meeting.
The Board of Directors shall elect its own chairman and deputy
chairman.
The Board of Directors may grant powers of procuration to
individuals to sign singly or collectively.
In addition, the Board of Directors shall lay down more specific
Rules of Procedure regarding the discharge of its duties.
The Board of Directors shall appoint a Board of Management.
BINDING SIGNATURES
Article 19
The Company shall be bound in legal transactions by the joint
signatures of the Chairman of the Board of Directors and that of
either any one member of the Board of Management or any two members
of the Board of Directors, or by the joint signatures of any two
members of the Board of Directors and any member of the Board of
Management.
AUDITORS
Article 20
The Company's annual report shall be audited by one or two
Danish state-authorized public accountants elected by the
shareholders at the General Meeting.
Auditors shall be elected for a term of one year at a time.
Retiring auditors shall be eligible for re-election.
ACCOUNTS
Article 21
The Company's financial year shall coincide with the calendar
year.
The Annual Report and group report shall be prepared pursuant to
the applicable legislation regarding the presentation of Annual
Reports and the international standards in accordance with the IFRS
Regulation.
---ooOoo---
The foregoing Articles of Association were adopted at the
Company's Extraordinary General Meetings held on 01.09.1994,
17.12.1994, 30.05.1995, 31.07.1995, 14.02.1996, 01.04.1996,
06.05.1996, the Annual General Meetings held on 31.05.1996,
30.12.1996, 23.04.1997, the Board Meeting held on May 16, 1997, the
extraordinary general meetings held on May 30, 1997 and June 10,
1998, the board meeting held on June 10, 1998, on June 11, 1998, on
August 21, 1998, the extraordinary general meeting held on May 27,
1999, the board meeting held on 10 April 2000, adopted at the
ordinary meeting on 10 May 2000, the Annual General Meetings held
on 8 May 2001, adopted at the board meeting held on 16 May 2001,
adopted at the board meeting held on 11 April 2002, the Annual
General Meeting held on 14 May 2002, adopted at the board meeting
held on 23 May 2002, adopted at the board meeting held on 23.
August 2002, adopted at the Ordinary General Meeting held on 29
April 2003, adopted at the board meeting held on 17 December 2003,
adopted at the Ordinary General Meeting held on 30 April 2004,
adopted by the Board of Directors on 3 May 2004, cf. Board
Resolution of 23 August 2002, adopted at the board meeting held 18
May 2004. Board Resolution of 23 August 2002, adopted at the board
meeting held 3 November 2004, adopted at the Ordinary General
Meeting held on 26 April 2005, adopted at the board meeting held 19
May 2005, adopted at the board meeting held 26 October 2005,
adopted at the board meeting held 23 March 2006, adopted at the
Extraordinary General Meeting held on 24 May 2006, adopted at the
board meeting held 11 August 2006, adopted at the board meeting
held 20 February 2007, adopted at the board meeting held on 30
March 2007, adopted at the board meeting held on 2 May 2007,
adopted at the Extraordinary General Meeting held on 15 May 2007,
adopted at the board meeting held on 8 August 2007, adopted at the
board meeting held on 6 November 2007, adopted on Ordinary General
Meeting held 29 April 2008, adopted on Extraordinary General
Meeting held on 26 May 2008, adopted at the board meeting held on
17 October 2008, adopted at the board meeting held on 27 March
2009, adopted on Extraordinary General Meeting held on 18 May 2009,
adopted at the board meeting held on 11 November 2009, adopted at
the board meeting held on 18 December 2009, adopted at the
Extraordinary General Meeting held on 6 January 2010, adopted at
the board meeting held on 2 February 2010, adopted at the Ordinary
General Meeting held on 27 April 2010 and the Extraordinary General
Meeting held on 25 May 2010, adopted at the board meeting held on
25 May 2010, adopted at the board meeting held on 31 August 2010,
adopted at the board meeting held on 30 November 2010, adopted at
the board meeting held on 16 December 2010, adopted at the Ordinary
General Meeting held on 26 April 2011, adopted at the board meeting
held on 5 May 2011, adopted at the board meeting held on 1 August
2011, adopted at the board meeting held on 31 August 2011, adopted
at the board meeting held on 16 November 2011.
