The Annual General Meeting held on 21 March 2014 authorised the Board to decide within one year of the AGM on one or several share issues and/or issuing a convertible bond as specified in chapter 10 section 1(2) of the Limited Liability Companies Act, with a maximum of 1,480,512 new Series A shares in the company to be issued in the share issue or subscribed to with the convertible bond, and with a maximum of 600,978 Series A shares currently held by the company itself to be transferred in a share issue.
The authorisation permits the Board to derogate from the shareholders’ pre-emption right in subscribing new shares or transferring the company’s own shares or issuing a convertible bond as specified in chapter 10 section 1(2) of the Limited Liability Companies Act, and to decide on subscription prices and other terms and conditions of subscription, the terms and conditions of transfer including the transfer price, which must, however, be the market value at the time of transfer, and on the terms and conditions of the convertible bond. A derogation may be made from the shareholders’ pre-emption right if the company has a substantial financial reason for doing so, such as developing the capital structure of the company, financing real estate purchases and company acquisitions, and enabling mergers and acquisitions or other corporate development. When the share capital is raised by issuing new shares, the Board of Directors is entitled to decide that the shares may be subscribed for against non-cash property or otherwise under particular terms.
As of 31 December 2014, the Board of Directors had not exercised this authorisation.