Articles of association
1. Name
1.1 The name of the company is Cimber Sterling Group A/S.
1.2 The company’s secondary names are Sønderjyllands Flyveselskab (Cimber Sterling Group A/S), Cimber Aviation Group A/S (Cimber Sterling Group A/S), Cimber Air A/S (Cimber Sterling Group A/S and Cimber Air-Holding A/S (Cimber Sterling Group A/S).
2. Registered office
2.1 The registered office of the company is situated in the Municipality of Sønderborg.
3. Objects
3.1 The company’s objects are to carry on or participate in aviation business and any other activities deemed to be related thereto in Denmark and abroad. The company may have shareholder or stakeholder interests in other companies or businesses that have the same objects.
4. Share capital
4.1 The company’s share capital is DKK 18,000,000.
4.2 The share capital is not divided into classes.
4.3 The share capital is paid up in full.
5. Shares
5.1 Each share has a nominal value of DKK 1.
5.2 The shares shall be negotiable instruments. No restrictions apply to the transferability of the shares. No share confers any special rights upon any holder.
5.3 No shareholders shall be under an obligation to have their shares redeemed in full or in part by the company or any other party, except as set forth under article 6.
5.4 The shares are issued through VP Securities A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, Denmark. The rights attaching to the shares must be reported to VP Securities A/S in accordance with applicable rules.
5.5 The shares shall be issued to named holders and shall be registered by name in the company’s register of shareholders. The company’s register of shareholders is kept electronically by VP Investor Services A/S (VP Services A/S), Weidekampsgade 14, P.O. Box 4040, 2300 Copenhagen S, Denmark which has been appointed registrar on behalf of the company.
6. Limitations on shareholdings
6.1 In order for the company and/or its subsidiaries to uphold their licences to operate air services within the European Union it is a prerequisite that the company complies with the EU rules on ownership applicable from time to time (the “Rules”). For this reason, the following rules applies to all shares held or controlled by non-EU or non-EEA citi-zens or by non-EU-resident or non-EEA-resident companies (“EU-Shareholders”).
6.2 Shareholders who are not EU Shareholders are not allowed to hold or control shares in the company collectively or individually exceeding 49.99% of the company’s share capital existing from time to time (the “Ownership Restriction”). If the Rules were to be changed to the effect that other ownership restrictions apply, the Ownership Restriction shall apply accordingly.
6.3 If the Ownership Restriction is exceeded, or there is an obvious risk thereof, the Board of Directors may initiate redemption of Non-EU Shareholders’ shares to the extent deemed expedient by the Board of Directors in order to ensure compliance with the Rules. Redemption shall be effected by shares acquired last according to the register of shareholders being redeemed first. In the event that the date of acquisition cannot be established, it shall be deemed to be the day before the Board resolution to redeem shares. Shareholders shall ensure that their domicile is recorded at all times in the register of shareholders or that proof of such domicile may otherwise be provided at the company’s request. In addition, any shareholder which is a legal entity shall provide proof of those controlling such legal entity, directly or indirectly, at the request of the company. Shareholders whose domicile is not recorded in the register of shareholders or proof of which cannot otherwise be provided, and shareholders who cannot provide proof of direct or indirect control at the request of the company shall be deemed to be domiciled outside the EU/EEA on redemption.
6.4 Shareholders whose shares shall be redeemed according to a Board resolution shall be notified by the company in writing, including specification of the number of shares to be redeemed with the relevant shareholder. Within ten trading days after receiving such notice, shareholders have the possibility of accounting for their domicile to the company and the direct and indirect control of the relevant legal entity, which may lead to such shareholder not being comprised by the redemption against presentation of due documentation.
6.5 The shares will be redeemed at an amount corresponding to the average price on the Nasdaq OMX Copenhagen within the last five trading days before the date on which the Board of Directors resolve to initiate the redemption. A shareholder may demand that an expert determine the value of the shares under applicable corporate law in force from time to time relating to estimations in the event of compulsory redemption of shares.
6.6 As an alternative or supplement to disposal under article 6.3, the Board of Directors may, under the authorisation in article 7.4, resolve to increase the company’s share capital by a private placement intended for EU Shareholders with a view to ensuring that the Ownership Restriction is not exceeded.
6.7 If a shareholder holds or controls shares, directly or indirectly, contrary to the Ownership Restriction, the shareholder is not allowed to exercise the voting rights attaching to such shares, and such shares shall not be deemed to be represented at the general meeting. Restrictions on administrative rights will apply first to shareholders who have acquired their shares last according to the register of shareholders.
7. Authorisations
7.1 The company’s Board of Directors is authorised until 31 August 2010 to increase the company’s share capital in one or more issues by up to DKK 14,000,000 nominal value of DKK 1 nominal value each, see section 37 of the Danish Public Companies Act, by cash payment and without pre-emptive rights to the company’s existing shareholders.
7.2 The company’s Board of Directors is authorised until 31 August 2010 to increase the company’s share capital in one or more issues by up to DKK 2,000,000 nominal value of DKK 1 nominal value each by issuing shares to the employees of the company and/or its subsidiaries without pre-emptive rights to the other shareholders of the company subject to such distribution and terms as are determined by the Board of Dirrectors, and in a way allowing the shares to be covered by applicable tax rules on employee shares. The new shares shall be issued at a price to be determined by the Board of Directors, which may be below market price.
7.3 The company’s Board of Directors is authorised until 31 August 2014 to issue warrants in one or more issues to the Management Board and senior employees of the company conferring a right on the holder to subscribe for shares with a total nominal value of up to DKK 1,000,000, corresponding to 1,000,000 shares, in the company without pre-emptive rights to the other shareholders of the company at a price and distribution and on terms determined by the Board of Directors and to make the related increase of the company’s share capital.
7.4 To ensure compliance with the Ownership Restriction (within the meaning of article 6.2), the company’s Board of Directors is authorised until 31 August 2014 to increase the company’s share capital in one or more issues by up to DKK 18,000,000 nominal value of DKK 1 nominal value each by cash payment in a private placement intended for EU Shareholders (within the meaning of article 6.1). The new shares shall be issued at a price to be determined by the Board of Directors, which may be below market price.
7.5 Shares issued under the authorisations in articles 7.1-7.4 shall be negotiable instruments, shall be issued to named holders and registered by name in the company’s register of shareholders. There shall be no restrictions in the transferability of the shares, and no shareholder shall be under an obligation to have shares redeemed in part or in whole, see however article 6. The shares shall rank pari passu with the existing share capital. The shares shall be eligible for all dividends and other rights in the company from the date of registration of the capital increase with the Danish Commerce and Companies Agency.
7.6 The Board of Directors is authorised to amend these articles of association if these authorisations are exercised.
7.7 On 10 November 2009, the shareholders in general meeting adopted the overall guidelines for the company’s incentive remuneration of the Board of Directors and Management Board. The guidelines are published on the company's website at www.cimber.dk.
8. General meetings
8.1 General meetings shall be held in Sønderborg or in Greater Copenhagen.
8.2 Annual general meetings shall be held each year before the end of August.
8.3 Extraordinary general meetings shall be held as and when requested by the Board of Directors or by the auditors appointed by the shareholders in general meeting. Shareholders owning 5% of the share capital may request an extraordinary general meeting in writing.
8.4 General meetings shall be convened giving not more than eight days’ and not less than four weeks’ notice. Extraordinary general meeting shall be convened not less than two weeks after a request for such general meeting has been made.
Upon the entry into force of the Danish Companies Act no. 470 of 15 June 2009, article 8.4 shall be amended so as to read as follows:
General meetings shall be convened giving not more than five weeks’ and not less than three weeks' notice. Notification of extraordinary general meetings shall be made no later than two weeks after their request.
8.5 The Board of Directors shall convene general meetings by notification on the company’s website www.cimber.dk, through NASDAQ OMX Copenhagen, by electronic distribution of a written notice to any shareholders recorded in the register of shareholders who have so requested and in any other way as may follow from applicable legislation and rules or as resolved by the Board of Directors.
8.6 The notice shall specify the time and place of the general meeting and shall include an agenda specifying the business to be considered by the shareholders. If a resolution to amend the articles of association is to be considered by the shareholders, the notice shall specify the essentials of such proposal.
8.7 Not later than three weeks before the general meeting, the agenda, the complete proposals and other documents to be presented at the general meeting, and for the annual general meeting, the annual report with the auditors' report, shall be made available for inspection by the shareholders on the company’s website.
8.8 Any shareholder shall be entitled to have specific business transacted at a general meeting, provided such shareholder has submitted a written request to the Board of Directors not later than six weeks before the date of the annual general meeting or in due time for such business to be included on the agenda of the general meeting.
8.9 The agenda of the annual general meeting shall comprise the following items:
1. A report on the activities of the company
2. Adoption of the annual report
3. Resolution as to the allocation of profit or the covering of loss, as the case may be
4. Election of members to the Board of Directors
5. Appointment of auditors
8.10 Prior to the general meeting, shareholders may submit questions to the agenda or to any other documents to be used at the general meeting. Such questions must be received by the Board of Directors not later than one (1) week before the general meeting.
8.11 General meetings shall be presided over by a chairman appointed by the Board of Directors. The chairman shall ensure that the general meeting is conducted in a responsible and appropriate manner. The chairman is authorised to structure discussions, structure voting themes, end a debate, cut presentations, dismiss participants from the general meeting and decide matters concerning the results of a vote.
8.12 Minutes of general meetings shall be recorded in the company’s minute book and shall be signed by the chairman of the meeting.
9. Voting rights and rights of representation
9.1 Each share of DKK 1 nominal value shall carry one vote at the company’s general meetings.
9.2 At general meetings, a shareholder may only exercise voting rights attaching to the shares either recorded in such shareholder’s name in the register of shareholders at the time of the notice convening the general meeting, or in respect of which the shareholder has applied for registration and submitted documentation of his acquisition to the company through the registrar at that time.
Upon the entry into force of the Danish Companies Act no. 470 of 15 June 2009, article 9.2 shall be amended so as to read as follows:
At general meetings, a shareholder may only participate in and exercise voting rights attaching to shares either recorded in such shareholder’s name in the register of shareholders at the date of registration, i.e. one (1) week before the general meeting is held, or in respect of which the shareholder has, at that time, applied for registration and submitted documentation of his acquisition to the company through the registrar.
9.3 A shareholder’s admission to and attendance at general meetings are also subject to such shareholder requesting an admission card not later than three days before the general meeting. Admission cards shall be issued to the shareholders recorded in the company’s register of shareholders. The company may be required to receive a written statement from the shareholder that the shares have not been and will not be transferred to other parties before the general meeting.
9.4 Shareholders may vote in writing to the Board of Directors prior to a general meeting. Such vote must be received by the company not later than three days before the general meeting is held. A vote received by the company is binding and may not be withdrawn.
9.5 Shareholders shall be entitled to participate in general meetings by proxy. Electronic proxy forms shall be made available to the shareholders by the company during the same period of time, in which they may request admission cards for the general meeting.
10. Notices
10.1 The company may submit all notices to the shareholders of the company pursuant to the Danish Companies Act or these articles of association by electronic mail, and documents, including the company’s annual report and notices convening general meetings, may also be made available for inspection or forwarded electronically.
10.2 On behalf of the company, the registrar requests an e-mail address from the registered shareholders to which announcements, see 10.1, may be forwarded. Shareholders shall ensure that the company has the correct electronic mail address and shall on an ongoing basis update such address. If such information is inadequate, the Board of Directors has no duty to rectify such information or to inform the shareholder thereof.
10.3 Information on requirements to systems used and on the use of electronic communication shall be provided by the company’s Management Board directly to the shareholders or posted on the company’s website.
11. Board of Directors
11.1 The shareholders in general meeting shall elect not less than three and not more than nine members to the Board of Directors.
11.2 Members of the Board of Directors elected by the shareholders in general meeting shall retire at each year’s annual general meeting, but are eligible for re-election.
11.3 As long as no board members have been elected in accordance with the statutory rules regarding employee representation on boards of directors, including group representatives, a voluntary scheme shall exist, whereby the shareholders in general meeting elects a number of employee representatives to the company’s Board of Directors from the company’s subsidiaries corresponding to half the number of board members otherwise elected by the shareholders in general meeting. If the number of board members to be elected does not constitute a whole number, the number will be rounded up. The Board of Directors shall be authorised to cancel this provision if the employees resolve to adopt group representation under the provisions of the Danish Public Companies Act.
11.4 The Board of Directors elects a Chairman and Deputy Chairman from among its own number.
11.5 Resolutions by the Board of Directors shall be passed by a simple majority of votes. In the event of an equality of votes, the Chairman shall have a casting vote.
11.6 The Board of Directors may set up committees which are to attend to such business as the Board of Directors may refer to them under the responsibility of the Board of Directors.
11.7 The Board of Directors shall adopt rules of procedure governing the performance of its duties.
12. Management Board
12.1 The Board of Directors shall appoint a Management Board consisting of one to five members. If the Management Board has several members, one of the members shall be appointed CEO.
12.2 If the Management Board has several members, detailed rules on the Management Board’s competence and business conduct may be determined by way of rules of procedure for the Management Board.
13. Powers to bind the company
13.1 The company is bound by the joint signatures of the Chairman and a member of the Management Board, by the joint signatures of one board member and two members of the Management Board or by the joint signatures of all members of the Board of Directors.
14. Auditors
14.1 The company’s annual report shall be audited by one or two state-authorised public accountants.
14.2 The auditor shall be elected by the shareholders at the annual general meeting for a term of one year.
15. Annual report
15.1 The financial year of the company runs from 1 May to 30 April.
Adopted by the company’s extraordinary general meeting held on 10 November 2009.
