ARTICLES OF ASSOCIATION
of
Royal UNIBREW A/S
CVR no 41 95 67 12
I. Name, Registered Office and Object of the Company
Article 1
The name of the Company is Royal UNIBREW A/S.
Article 2
The registered office of the Company is situated in the Municipality of Faxe.
Article 3
The object of the Company is to carry on industry, in Denmark or abroad,
including brewery activities, trade, agriculture and transport, and to provide
technical or commercial assistance, to acquire and own real property, or
otherwise to carry on or be interested in other activities deemed by the
Supervisory Board to be related to the above objects.
II. Shares and Share Capital
Article 4
The share capital of the Company amounts to DKK 56,000,000 divided into shares
of DKK 10,- or multiples hereof.
Article 5
The shares are negotiable securities. The shares shall be issued to bearer, but
may be registered in the name of the holder in the Company's Register of
Shareholders. The Company's Register of Shareholders is kept by VP Investor
Services (VP Services A/S), Helgeshøj Allé 61, P.O. Box 20, DK-2630 Taastrup.
The negotiability of the shares shall be subject to no restrictions.
An acquirer of shares cannot exercise the rights accorded to a shareholder
unless such acquirer is registered in the Register of Shareholders or has
submitted a request for registration with evidence of his acquisition. The
aforesaid shall not, however, apply to the right to dividends and other
payments nor to the right to new shares in the event of an increase of the
capital.
Article 6
No shares shall carry any special rights. No shareholder shall be under an
obligation to have his shares redeemed in part or in full.
Article 7
The Supervisory Board shall be authorised to increase the Company's share
capital by up to a total of DKK 6,000,000 by way of one or more issues before 1
May 2009.
Upon an increase of the share capital at market price or in consideration of
the Company's acquisition of an existing business or specific capital assets,
the Supervisory Board may decide that the existing shareholders shall not have
a pre-emptive right to subscribe for the shares. Similarly, the Supervisory
Board may decide that the increase shall be effected, in part of in full, by
other means than cash payment. By the aforesaid authority the Supervisory Board
may, for up to a nominal amount of DKK 1,000,000, issue shares to the employees
at a price of at least DKK 300 per share of DKK 10. These employee shares shall
be issued without any pre-emptive right to the existing shareholders.
The shares shall be issued to bearer, but may be registered in the name of the
holder. The new shares shall carry a right to receive dividends and other
rights as of the date determined by the Supervisory Board; not later, however,
than as of the financial year following the adoption of the capital increase.
The negotiability of the new shares shall be subject to no restrictions. The
shares are negotiable securities and no shareholder can be required to have
them redeemed. The shares shall, in every respect, carry the same rights
including the same pre-emptive subscription right upon capital increases as the
existing shares.
The Supervisory Board shall be authorised to make any amendment to the Articles
required in consequence of the capital increase.
Article 8
Shares shall be issued through and registered by the Danish Securities Centre.
Dividends shall be paid on the basis of the registration according to the rules
laid down. Rights relating to the shares shall be registered with the Danish
Securities Centre.
III. Company Authorities
A. General Meetings
Article 9
Within the limits laid down by law and by these Articles of Association, the
General Meeting shall be the supreme authority in all affairs of the Company.
The Company's Ordinary General Meetings shall be held alternately in Fakse,
Jutland and Odense. In Jutland the Ordinary General Meeting shall be held
alternately in Aarhus and Randers. The Supervisory Board shall convene the
General Meeting at not less than 8 days' and not more than 4 weeks' notice
published in a local newspaper of Fakse, Odense, Aarhus and Randers
respectively as well as in a national newspaper.
Furthermore, shareholders registered in the Register of Shareholders, who have
applied for this shall receive a written notice convening the meeting.
The notice convening the meeting shall include an agenda for the General
Meeting and - in the event of any proposed resolutions requiring a qualified
majority, including proposed amendments to the Articles of Association - also a
description of such proposals and their primary contents.
Article 10
The Ordinary General Meeting shall be convened by the Supervisory Board to be
held within 4 months of the end of the financial year. Any separate proposals
which shareholders may wish the General Meeting to consider must be submitted
in writing to the Supervisory Board in due course for the item to be included
in the agenda for the General Meeting, i.e. - as regards the Ordinary General
Meeting - before 1 March.
Article 11
An Extraordinary General Meeting shall be held when deemed expedient by the
Supervisory Board or the Company's auditors, when decided by the General
Meeting, or when requested by shareholders who together hold at least 1/10 of
the Company's share capital; such request shall state the subject(s) which are
requested to be considered at the General Meeting. In the latter case, the
General Meeting shall be convened in accordance with the rules of Article 9(2)
above, within 14 days of the Supervisory Board receiving such written request
and at not less than 8 days' and not more than 14 days' notice.
Article 12
Not less than 8 days prior to each General Meeting, the agenda and the full
proposals to be submitted at the General Meeting and, in the case of the
Ordinary General Meeting, also the Annual Report for the past financial year
provided with Management's Statement and Auditor's Report shall be made
available for inspection by the shareholders at the Company's premises.
Article 13
The agenda for the Ordinary General Meeting shall include:
1. Report on the Company's business activities during the year.
2. Presentation of the audited annual report, for approval, and discharge of
the Supervisory Board and Executive Board from their obligations relating to
the financial year.
3. Proposed distribution of profit for the year, including decision on the
amount of dividends, or proposed covering of the loss in accordance with the
approved Annual Report.
4. Consideration of any proposals submitted by the Supervisory Board or
shareholders.
5. Election of members to the Supervisory Board.
6. Appointment of one or two state-authorised public accountants.
Article 14
Any shareholder shall be entitled to attend the General Meeting if such
shareholder has obtained an admission card not later than 5 days prior to the
Meeting on satisfactory proof of identity.
Shareholders who have acquired their shares by transfer shall only be entitled
to vote at the General Meeting and to receive voting cards where they are
entitled to attend the Meeting pursuant to Article 14(1) and provided that they
have either been registered in the Company's Register of Shareholders or have
submitted to the Company a request for registration with evidence of their
acquisition of the shares and of their rights by the date of the notice
convening the General Meeting.
Article 15
Each share denomination of DKK 10.- shall entitle the holder to one vote.
No shareholder may in person or by proxy exercise voting rights for an amount
exceeding 10 per cent of the Company's existing share capital from time to
time. However, this restriction shall not apply to the casting of votes by
proxy by the Supervisory Board or by other proxyholders proposed by the
Supervisory Board provided that the individual proxy does not exceed 10 per
cent of the Company's share capital.
Shares which, according to the Company's Register of Shareholders, belong to
different shareholders shall be considered as belonging to one shareholder in
accordance with Article 15(2) above if such different holders form an interest
group by express or implicit agreement, including cases where the holders are,
through shareholdings or otherwise, attached to or associated with the same
group of companies or have other mutual interests, or cases where the different
shareholders cannot, due to a special connection between them, be considered to
have a free hand in respect of the exercise of the voting rights related to
their shares.
The right to vote may be exercised by proxy and the proxyholder need not be a
shareholder. Any proxy must be written and dated and can be granted for a
maximum of 1 year.
Any shareholder is entitled to attend the Meeting accompanied by an advisor.
Article 16
The General Meeting shall be presided over by a chairman appointed by the
Supervisory Board who shall decide all issues concerning the procedures for
handling matters, the casting of votes and the results hereof. Any voting
member may request that the voting be effected by ballot.
Article 17
The resolutions made at the General Meeting shall be passed by simple majority
of the votes cast unless otherwise expressly stipulated in the Danish Companies
Act or these Articles of Association. In the event of equality of votes, a new
vote shall be held.
To pass resolutions on the amendment of the Articles on which stricter
requirements are not imposed by special statutory rules or on the dissolution
of the Company or its combination with another company, such resolution must be
passed by at least 2/3 of the votes cast as well as of the voting share capital
represented at the General Meeting.
Article 18
The proceedings of the General Meeting shall be recorded by a summary entry in
a minute book authorised by the Supervisory Board which shall be signed by the
Chairman of the Meeting. The minutes of the General Meeting, or a certified
copy hereof, shall be made available for inspection by the shareholders at the
Company's premises within 14 days of the date of the General Meeting.
B. Supervisory Board
Article 19
The Supervisory Board shall be elected by the General Meeting except for the
members elected under the special provisions of the Danish Companies Act
concerning employees' right to elect members to the Supervisory Board.
The General Meeting shall elect 4 - 7 members to the Supervisory Board.
The members of the Supervisory Board elected by the General Meeting shall be
elected for a term of 1 year. The members shall be eligible for re-election.
The members of the Supervisory Board shall receive annual remuneration. The
total remuneration paid shall be disclosed in a separate note to the financial
statements and recommended for adoption with the financial statements.
Article 20
Immediately upon the conclusion of the Ordinary General Meeting, the
Supervisory Board shall convene to elect a Chairman and a Deputy Chairman from
their own number.
The Supervisory Board shall form a quorum when more than half of its members
are present. Resolutions shall be passed by simple majority.
In the event of equality of votes, the Chairman shall have the casting vote.
The Supervisory Board shall establish procedures stipulating the rules
governing the performance of its duties.
The discussions of the Supervisory Board shall be recorded in a minute book
which shall be signed by all members present.
The Supervisory Board may grant individual or joint powers of procuration.
Article 21
The Supervisory Board shall, in cooperation with the Executive Board, manage
the Company's activities and may establish the guidelines and instructions
which are to be observed by the Executive Board in its day-to-day management of
the Company.
The Supervisory Board shall supervise the work of the Executive Board and
verify that the Company's accounting and book-keeping functions as well as
asset management are subject to satisfactory control.
C. Executive Board
Article 22
The Supervisory Board shall appoint the Company's Executive Board consisting of
one or several members.
The Supervisory Board shall, in consultation with the Executive Board,
establish the distribution of duties among the members of the Executive Board.
The detailed rules of Executive Board duties shall be laid down in Rules of
Procedure prepared by the Supervisory Board.
Article 23
The Executive Board shall undertake day-to-day management of the Company
observing the guidelines and instructions established by the Supervisory Board.
It shall be the Executive Board's responsibility to ensure that the Company's
accounting and book-keeping functions as well as asset management are handled
satisfactorily.
Day-to-day management shall not cover matters which are of an unusual nature or
magnitude considering the circumstances of the Company.
IV. Powers to Sign for the Company
Article 24
The Company shall be bound by the joint signatures of the Chairman of the
Supervisory Board and another member of the Supervisory Board or a member of
the Executive Board. Further, the Company shall be bound by the joint
signatures of the CEO and a member of the Supervisory Board, or by the joint
signatures of two members of the Executive Board.
V. Closing of Financial Statements, Dividends, etc.
Article 25
The Company's financial statements shall be audited by one or two
state-authorised public accountants appointed by the General Meeting for a term
of one year.
The Company's financial year shall run from 1 January to 31 December.
The Company has adopted guidelines for incentive pay to Management, cf. Section
69b of the Danish Companies Act. The guidelines, which have been approved at
the Annual General Meeting, are accessible at the Company's website.
VI. General Provisions
Article 26
The Supervisory Board shall be authorised to make any amendments to the
Articles required by law or by the Danish Commerce and Companies Agency.
-oOo-
Adopted at the Company's Annual General Meeting on 28 April 2008 and amended by
decision of the Supervisory Board on 25 August 2008.
Chairman
Klaus Søgaard, Attorney
