A shareholder who is entitled to attend the general meeting pursuant to our articles of
association and who wants to attend the general meeting shall notify us of his/her attendance no later than three days prior to the date of the general meeting. A shareholder may, subject to having notified us of his/her attendance in accordance
with our articles of association, attend in person or by proxy, and the shareholder or the proxy may attend together with an adviser.
The
right to vote may be exercised by a written and dated instrument of proxy in accordance with applicable laws. Our board of directors may be appointed as proxy. A shareholder who is entitled to participate in the general meeting according to our
articles of association may vote by postal vote in accordance with the DCA. Such postal votes shall be received by us no later than the business day before the general meeting. Postal votes cannot be withdrawn. In accordance with Danish law, the
notice shall specify the time and place of the general meeting and the agenda containing the business to be transacted at the general meeting. If a proposal to amend our articles of association is to be considered at the general meeting, the main
contents of the proposal shall be specified in the notice.
Our articles of association permit our board to decide to hold general
meetings partially or fully by electronic means in accordance with our articles of association and applicable Danish law.
Resolutions by the
General Meetings and Amendments to the Articles of Association
Resolutions at general meetings shall be passed by a simple
majority of votes cast, unless otherwise prescribed by law or by our articles of association. Adoption of changes to our articles of association, our dissolution, merger or demerger requires that the resolution is adopted by at least 2/3 of the
votes cast as well as the share capital represented at the general meeting, unless applicable laws prescribe stricter or less strict adoption requirements or applicable laws confer specific authority to our board of directors or other bodies. The
provisions in our articles of association relating to a change of the rights of shareholders or a change to the capital are not more stringent than required by the DCA.
Redemption and Conversion Provisions
Except as provided for in the DCA, no shareholder is under an obligation to have its shares redeemed in whole or in part by us or by any third
party, and none of the shares carry any redemption or conversion rights or any other special rights.
Dissolution and Liquidation
In the event of dissolution and liquidation, our shareholders are entitled to participate in the distribution of assets in proportion to their
nominal shareholdings after payment of our creditors.
Indication of Takeover Bids
No takeover offers have been made by any third party in respect of our shares during the past or current financial year. Our articles of
association do not contain provisions that are likely to have the effect of delaying, deferring or preventing a change in control of our company.
Provisions as to the Level of Equity Investments to be Notified to Us and the Danish Authorities
Shareholders in Danish companies with shares admitted to trading and official listing on Nasdaq Copenhagen are, pursuant to Section 38 of
the Danish Capital Markets Act, required to give simultaneous notice to the company and the Danish Financial Supervisory Authority, or the FSA, of the shareholding in the company, when the shareholding reaches, exceeds or falls below thresholds of
5%, 10%, 15%, 20%, 25%, 50% or 90% and limits of one-third or two-thirds of the voting rights or nominal value of the total share capital.
A shareholder in a company means a natural or legal person who, directly or indirectly, holds: (i) shares in the company on behalf of
itself and for its own account; (ii) shares in the company on behalf of itself, but for the account of another natural or legal person; or (iii) depository receipts, where such holder is considered a shareholder in relation to the
underlying shares represented by the depository receipts.
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