Articles of Association
- The Company’s name
- The name of the Company is Lauritz.com Group A/S
- Registered Office
- The Company’s registered office is situated in the municipality of Gladsaxe.
- The objects for which the Company has been established are to own the shares in Lauritz.com A/S and to further develop the business of Lauritz.com A/S, including operation for auction and educational business and such other businesses deemed incidental to the attainment of such objects.
- Share capital
- The Company’s share capital is DKK 4,079,254.20, divided into shares of DKK 0.10.
- Until 31 March 2021, the Board of Directors shall be authorised to increase the Company’s share capital in one or more transactions by up to 50,000,000 shares of DKK 0.10 at market value without the existing shareholders having any pre-emption rights. Such increase in share capital can be by cash payment, conversion of debt or by contribution of other assets than cash.
- Until 31 March 2021 the Board of Directors shall be authorised to increase the Company’s share capital in one or more transactions by up to 10,000,000 shares of DKK 0.10 with the existing shareholders having pre-emption rights.
- Under s. 155 of the Danish Companies Act, the Board of Directors is authorised to pass a resolution to issue warrants in one or more transactions until 31 March 2021 at the latest to the Executive Management and the Board of Directors of the Company and employees in the Company and the group, and to partners who participate in the group’s franchise concept and employees of these partners by up to 1.200.000 shares of DKK 0.10 without the existing shareholders having any pre-emption rights in accordance with the specific guidelines drawn up by the annual general meeting or the Board of Directors and effect the related increase of the Company’s share capital.
- All new shares shall be subject to the same rules as the existing shares of the Company. The shares shall be registered in the name of the holder in the Company’s register of shareholders and shall be negotiable instruments. The shares shall be subject to the same rules on pre-emption rights, voting rights and redeem ability as the existing shares.
- The share capital has been fully paid-up.
- The shares shall be issued through a securities centre.
- No shares are to be redeemed or are to be liable to be redeemed, neither wholly nor partially.
- No shares shall confer any special rights.
- The shares are negotiable instruments.
- Euroclear Sweden AB, reg. no. 556112-8074, P.O. Box 191, 101 23 Stockholm, Sweden shall keep the Company’s register of shareholders.
- Dividends shall be distributed through a Securities Centre according to applicable rules.
- General meetings
- General meetings shall be held in the municipality in which the Company has its registered office, in North Zealand, in Greater Copenhagen or in Stockholm.
- General meetings shall be convened by the Board of Directors no less than two weeks and no more than four weeks prior to the general meeting via the Company’s website.
- The notice of the general meeting shall include the agenda for the meeting. If any proposals require adoption by qualified majority, it shall be specified in the notice, and the most important aspects of the proposal shall also be specified in the notice.
- No later than two weeks prior to any general meeting, the agenda and the complete proposals and, in case of annual general meetings, the audited annual report, and the consolidated accounts, if any, shall be made available for inspection by the shareholders at the Company’s website www.lauritz.com.The agenda and the complete proposals and, in case of annual general meetings, the audited annual report, and the consolidated accounts, if any, shall also be forwarded to any registered shareholder upon request.
- The language at general meetings is English. Documents for internal use by the general meeting are to be prepared in English only.
- The annual general meeting shall be held within five months from the end of the financial year.
- The agenda for the annual general meeting shall include:
(1) Election of Chairman of the general meeting
(2) The Board of Directors’ report on the activities of the Company.
(3) Presentation for adoption of the annual report and accounts.
(4) Resolution on the appropriation of profits or provision for losses in accordance with the adopted report and accounts.
(5) Election of Chairman of the Board of Directors.
(6) Election of members of the Board of Directors.
(7) Appointment of one auditor.
(8) Any proposals submitted by the Board of Directors or shareholders.
- Any shareholder shall be entitled to have one or more items included in the agenda for the ordinary general meeting, provided that the shareholder submits a written request to that effect to the Company’s Board of Directors no later than six weeks before the general meeting.
- Extraordinary general meetings shall be held upon requisition from the general meeting, the Board of Directors or the auditor elected by the general meeting or at the written request for transaction of special business of shareholders holding no less than 5 per cent of the share capital. The shareholders’ request shall specify the business to be transacted at the general meeting. Within 14 days thereafter, the general meeting shall be convened by the Board of Directors.
- A shareholder’s right to attend and vote at general meetings shall be determined on the basis of such shareholder’s holding of shares on the record date, i.e., one week prior to the general meeting. A shareholder’s attendance at general meetings is furthermore subject to such shareholder having requested an admission card for the relevant general meeting no later than three days prior to the date of the general meeting. Admission cards are issued to any such person who according to the register of shareholders is registered as a shareholder on the record date or who has duly reported his shareholding to the Company as at the record date for purposes of entry in the register of shareholders.
- The general meeting shall be presided over by a chairman elected by the general meeting.
- The business transacted at the general meeting shall be entered into a minute book signed by the Chairman and all members of the Board of Directors present at the meeting.
- Voting rights
- Each share confers a voting right upon the holder at general meetings provided that the shareholder has procured an admission card pursuant to article 11.1.
- At the general meeting, each share of DKK 0.10 shall confer one vote upon the holder.
- Any resolution on business transacted at the general meetings shall be passed by simple majority unless the Danish Companies Act lays down special rules on representation and majority.
- Board of Directors
- The Company shall be managed by a board of directors elected at the general meeting.
- The Board of Directors shall consist of the chairman and additional 2-7 members, who shall all be elected for a term of one year. The members are eligible for re-election.
- The shareholders shall fix the fee paid to the Board of Directors at the general meeting.
- The Board of Directors cannot sell the shares in the company’s subsidiary Lauritz.com A/S or sell or wind up the main part of the business in Lauritz.com A/S without the prior approval of the general meeting.
- Minutes of business transacted at the board meetings shall be entered into a book to be signed by all directors present at such meetings.
- In case of equality of votes the Chairman shall cast the decisive vote.
- The Board of Directors may grant separate or joint power of procuration.
- The Board of Directors shall lay down rules of procedure specifying the performance of its duties.
- The Board of Directors shall appoint an Executive Management consisting of 1-5 executives.
- The Company has adopted general guidelines for incentive-based remuneration of the Board of Directors and the Executive Board under section 139 of Companies Act. The guidelines having been approved by the general meeting are available on the company website.
- The Company shall be entitled to give any notices to the Company’s shareholders to be given under the Danish Companies Act or these Articles of Association by electronic mail, and documents may be made available or forwarded in electronic form.
- The Executive Committee will ask all shareholders recorded in the Company’s register of shareholders to provide their current email addresses to which notices etc., may be given. It is the responsibility of the shareholder to provide the Company with a correct and current email address.
- The Company will prepare company announcements in English only, unless the Board of Directors decides otherwise.
- Power to bind the Company
- The Company shall be bound by the joint signatures of the Chairman of the Board of Directors and any one member of the Executive Management, the joint signatures of two members of the Executive Management or by the joint signatures of the entire Board of Directors.
- The general meeting shall elect one state-authorised public accountant to audit the Company’s annual report.
- The auditor shall be appointed for a term of one year. The auditors are eligible for re-election.
Amended at the extraordinary general meeting held on 26 May 2016 prior to the listing of the Company’s shares on Nasdaq First North, at the annual general meeting held on 26 April 2017, at the extraordinary general meeting held on 23 March 2018, and at the extraordinary general meeting held on 31 July 2018.