Regulations
Regulations for Flügger A/S CVR No 32788718

The company name, registered address and object


§ 1.1
The name of the company is Flügger A/S


2.
The company also operates under the following names: FLÜGGER BYGGEFINISH A/S (Flügger A/S), IMPRA A/S (Flügger A/S), FIONA TAPET A/S (Flügger A/S), DAHLS TAPET A/S (Flügger A/S) AND SCANDIA TAPET A/S (Flügger A/S).


§
2.
The company’s registered address is Rødovre borough council.


§
3.
The objective of the company is to operate manufacture and trade and any other business connected herewith.


Share capital, share certificates etc.


§ 4.1
The company’s share capital totals DKK 60.000.000. Of this DKK 11.812.500 are A shares and DKK 48.187.500 are B shares. The share capital is issued in shares @ DKK 20 units.

It is possible to issue collect shares.

The share capital is not fully paid up.

2.
The board of directors has the authority until August 26th 2009 to increase the share capital once or several times by DKK 1.000.000 B shares (50.000 units @ DKK 20) without consultation with existing shareholders to offer employees of the company’s or its Danish subsidiary to subscribe for shares at a fixed price in accordance with the judgement of the board and in accordance with certain guidelines determined by the board. The subscription price cannot however – in according to the statute § 13 relating to limited liability companies – be lower than the face value of the share. It will be applicable to the new shares that in the case of future increases will not be restrictions in the pre-emption right connected to the shares, and that the shares are issued to the bearer, but can be listed by name in the company’s register of shareholders and that they must be negotiable securities. The increase must take place by cash payment.

The allocation of employee shares can take place within the same limitation as given above as a favourable price of the company’s own shares.

3.
The board is furthermore authorised until 26.8.2009 to increase the share capital with up to DKK 5.000.000 B shares (250.000 units @ DKK 20.00) once or several times without pre-emption rights for the existing shareholders at a price set according to the discretion of the board and according to guidelines decided by the board. The subscription price cannot however – in accordance with the statute § 13 relating to limited liability companies – be lower than the face value of the share. This authorisation can be used both in connection with the takeover of an existing business or shares in other respects as part of an increase in equity. In the extend that the board uses the authorisation of equipment increase to issue shares at a lower price than the market price, the board is authorised to implement the equity increase with pre-emption right for the existing shareholders in according to the rules relating to such increases. It will be applicable to the new shares that in the case of future increases will not be restrictions in the pre-emption right connected to the shares, and that the shares are issued to the bearer, but can be listed by name in the company’s register of shareholders and that they must be negotiable securities.

§ 5.
A shares must be made out by name and must always be noted by name in the company’s register of shareholders and stating the postal address of the shareholder. A shares are non-negotiable securities, but are freely negotiable.

§ 6.
The company’s B shares are issued to bearer and a freely negotiable. B shares are negotiable securities and are issued and registered through the Danish Securities Centre. The B shares can be noted by name in the company’s register of shareholders. Endorsement by name for an A share or the transfer of an A or B share to a named owner is only valid relative to the company, when the endorsement has been entered in the register of shareholders, and in the case of B shares, when this has also been registered at the Danish Securities Centre. The company has no responsibility for correctness or authenticity of an endorsement or transport.

§ 7.1
No shareholder is obliged to let his/her shares be redeemed wholly or partially, and shares have special rights apart from those rights as listed be relating to the A and B shares pre-emption rights by share increase and those listed in §10.2 of the regulations with regard to voting rights.

2.
If it is decided at an annual general meeting that the share capital must be increased through a new issue of both A and B shares, the A shareholders have pre-emption to the new A shares and B shareholders to the new B shares. If the increase is only for one class of shares, then all shareholders have pre-emption rights in relation to their portfolio of existing shares.

3.
The dividend relating to A shares are paid without coupons to the A shareholders of the in the register of shares noted address.

The dividend relating to B shares are paid through transfer via the Danish Securities Centre.

Dividend relating to A or B shares which has not been cashed before 5 years after the due date revert to the company.

4.
Cancellation of the company’s shares can take place without judgement in accordance with the Companies Act relating to such cancellations.

Annual general meetings

§ 8.1

The annual general meetings will be called by the board of directors with a maximum of 4 weeks and a minimum of 14 days notice by notification in the Danish Official Gazette plus a national newspaper and newspaper from Jutland as well as an ordinary letter to all noted shareholders under the address as listed in the register of shareholders. If there are proposals, which require a certain majority, this must be highlighted in the notice.

2.
Annual general meetings are held in the company’s home registered address, or in Copenhagen or in Kolding.

3.
The ordinary general meeting is held each year at the latest 4 months after the end of the financial year. Proposals from shareholders must – in order to be dealt with at the ordinary general meeting – have been submitted to the board at the latest 2 months after the end of the financial year. Rules in the §71 of the Companies Act also apply.

4.
Extraordinary general meetings are held when the board of directors or an auditor find that this appropriate. In addition, extraordinary general meetings are called with 14 days, when the subject for discussion has been demanded in writing by a shareholder who owns 1/10 of the share capital.

5.
At the latest 8 days before each annual general meeting, the agenda – along with the complete proposals, which are to be put forward to the annual general meeting – will be available for scrutiny at the company’s offices. In the case of the ordinary general meeting, the annual report, complete with the auditor’s report, plus the Directors report and the consolidated annual accounts, if such consolidated annual accounts are statutory, will also be available.

§ 9.
Access to the annual general meeting is available to every shareholder, as long as the shareholder at the latest 5 days prior to the annual general meeting has applied for and received an entrance card for him/her self and their potential adviser as is indicated on the notice.

The company’s annual general meetings are open to the press.

§ 10.1
Shareholders who carry an entrance card have voting rights at the meeting. For shares, which have been acquired by transfer, the voting right is, however, also dependent upon the shareholder at the latest by the time of the convening of the annual general meeting has been entered in the register of shareholders or, within the same timeframe, has announced and documented his/her acquisition. Acquired shares are regarded as represented by the annual general meeting, however, even though the voting rights cannot be utilised, if the shares prior to the annual general meeting has been entered in the register of shareholders or if the shareholder has announced and documented the acquisition.

2.
Every A share amount of DKK 20 is valid for 10 votes at the annual general meeting, and each B share amount of DKK 20 is valid for 1 vote at the annual general meeting.

§ 11.
The board of directors will appoint a chairman who directs the discussions and who decides all questions regarding the treatment of points under discussion as well as questions regarding to voting, including in which degree voting should be in writing.

§ 12.
The agenda for the ordinary general meeting must include:

1. The presentation of the annual report regarding the previous financial year.
2. The acceptance of the annual report by the annual general meeting.
3. The decision relating to the use of use of profit or cover for loss in relation to the accepted annual report.
4. Election of members to the board of directors.
5. Election of 1 or 2 auditors.
6. Any other proposals from board of directors or shareholders.

§ 13.1
Any matters dealt with by the annual general meeting are decided simple majority voting as long, provided there are no legal requirements or connected regulations, which demand that matters are decided by special majority.

2.
Regarding the events occurred at the annual general meeting, including any decision taken, a record must be kept, which must be signed by the chairman and at least one board member. This record must be regarded as proof in all respects.

The board of directors

§ 14.
The board of directors consists of – apart from the staff representatives who according to the at any times legal requirements must be elected as board members – at least 3 and at most 8 members who are elected by the annual general meeting one year at a time. Retiring members can be re-elected.

§ 15.1
The board of directors elects its members for one year at a time, as well as a chairman and a vice-chairman who can replace the chairman, in the case of the absence of the chairman.

2.
The chairman convenes the board meetings and directs these. A register must be must be kept over events at the meetings, which is signed by the members of the board present at the meeting. Board meetings take place as frequently as the chairman finds it appropriate or when it is requested by a member of the board or by the managing director.

3.
The board is quorate, when over half of the total number of members is present if, at the same time, more than half of the members elected by the annual general meeting are present. The decisions of the board a made by a majority of the members present. In the case of equality of votes, the vote of the chairman, and in the case of his absence, that of the vice-chairman, the deciding vote.

§ 16.
The board employ one or two directors, of whom one is the managing director, for the daily management of the company under the supervision of the board of directors and in accordance with the instructions given by the board.

Subscription rights

§ 17.
The signatures of the two managers bind the company. Both of these managers have been registered by the company with the Danish Commerce and Companies

Agency, or by the chairman or vice-chairman of the board in unison with at least two board members.

§ 18.
The company’s financial year runs from May 1st to April 30th.

§ 19.
The annual reports for the company are written by one or two auditors elected by the annual general meeting for one year at a time. At least one auditor must be chartered.

§ 20.
The annual report is prepared in accordance with good accounting practices and within the statutory and necessary depreciations and reserves.

With regard to the utilisation of the profit, the annual general meeting will decide according to the recommendations of the board.

In the case of dissolution of the company, the equity must be divided equally between the shareholders according to the nominal value of their shares.

As decided at the annual general meeting of the company on January 24th 2006 and – after the expiry of the statutory notice to creditors – valid as of April 26th 2006.

On the board of directors:
Thorkild Juul Jensen, Chairman
Morten Boysen, Deputy Chairman
Peter Aru
Carolina Christina Schnack
Peter Mormark-Guldager, ME
Tommy V. Aamand, ME

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