Articles of association
ARTICLES OF ASSOCIATION
CS-medica A/S (publ), 33871643
§ 1 Name and purpose of the Company
1.1) The Company’s name is CS Medica A/S. (Publ)
1.2) The Company’s purpose is to operate a pharmaceutical business and business related hereto.
§ 2 The Companys share capital
2.1) The Company’s nominal share capital is DKK 520,000.00 divided into shares of DKK 0.065.
2.2) The shares shall be issued in the name of the holder and shall be recorded in the name of the holder in the Company’s register of shareholders.
2.3) The shares are negotiable instruments. No restrictions apply in respect of the transferability of the shares.
2.4) The Company does not issue share certificates. The shares are issued in paperless form through and registered with VP Securities A/S, CVR no. 21599336. Dividend is paid through VP Securities A/S.
2.5) The Company’s register of shareholders is kept by VP Investor Services A/S (VP Services A/S), CVR no. 30201183.
§ 3 Warrants and capital increase
3.1.1) Authorization to issue warrants in connection with the IPO.
On 16 April 2021, the general meeting resolved to authorize the board of directors during the period until and including 31 August 2021 to issue up to 1,160,800 warrants in one or more tranches to those who have subscribed for shares in connection with the contemplated admission of the Company’s shares at Spotlight Stock Market, each granting the right to subscribe for one share of nominally DKK 0.065 and resolved to authorize the board of directors to resolve on the related increase of the Company’s share capital of up to nominally DKK 75,452 without pre-emptive rights for existing shareholders.
3.1.2) Shares subscribed for on the basis of warrants issued in accordance with articles 3.1.1 of the articles of association are freely transferable. The shares are negotiable instruments and shall be issued in the name of the holder and registered in the Company’s shareholders’ register. Partial payment is not allowed.
3.1.3) The board of directors is authorised to amend the articles of association as required following issuance/exercise of warrants issued pursuant to the authorisation in article 3.1.1.
3.1.4) Incentive warrants
On 16 April 2021, the general meeting resolved to (i) authorize the board of directors during the period until and including 31 August 2021 to issue a number of warrants (each granting the right to subscribe one share of nominally DKK 0.065) having an aggregate value of DKK 900,000 to the Company’s board of directors and management board and (ii) resolved to authorize the board of directors to resolve on the related increase of the Company’s share capital without pre-emptive rights for existing shareholders. The terms of the warrants shall in all material respects be as set out in appendix 1.
The board of directors is authorised to amend the articles of association as required following issuance/exercise of warrants issued pursuant to the authorisations in article 3.1.
§ 4 Electronic Communications
4.1) The Company uses electronic document exchange and electronic mail (electronic communication) in its communications with the shareholders. Furthermore, the Company may from time to time decide to communicate by regular post.
4.2) The Company may use electronic communication in relation to notices of annual and extraordinary general meetings, including the submission of the agenda and complete proposed resolutions, proxies, statements from the board and auditor, interim financial report, annual report as well as any other announcements and documents, which in accordance with the articles of association or the Danish Companies Act must be exchanged between the Company and its shareholders as well as general information from the Company to the shareholders.
4.3) A description of the requirements for the systems used as well as the applicable procedures for using electronic communication will be made available upon request to the Company.
4.4) The Company shall request from the shareholders an electronic address to which notices etc. may be sent. It is the duty of the shareholders to ensure that the Company is kept informed of the correct email address.
§ 5 General Meetings
5.1) General meetings shall be convened by the board of directors no later than two weeks and no earlier than four weeks before the date of the general meeting on the Company’s webpage, or by e-mail to those of the shareholders registered in the Company’s register of shareholders.
If the Company’s shares are admitted to trading on a regulated market or a multilateral trading facility, the notice must also be made in accordance with applicable rules.
5.2) The notice must include the following:
- The time and place of the general meeting.
- A description of the procedures that shareholders must comply with in order to participate in and vote at the general meeting either in person or through proxy representative.
- The date of registration that defines the right to participate in and vote at the general meeting.
- A description of shareholders’ right to ask questions related to an item on the agenda either during the meeting or by submitting the question to the Company in advance.
- The internet address where the general meeting documents and proposed resolutions are available.
- The total number of shares and voting rights on the date of the notice to convene.
- The address of the Company’s website.
5.3) During a consecutive period of no more than four weeks and no less than two weeks before the general meeting, the following information shall be made available to the shareholders:
- The notice with the agenda and the complete proposed resolutions and in the case of the annual general meeting, the audited annual report.
- Information on the total number of shares and voting rights at the date of the notice.
- The documents to be submitted at the general meeting.
- The forms to be used for voting by proxy and by post.
At the same time, the abovementioned material must be submitted to any listed shareholder who has applied for it and notified the Company of an e-mail address to which the material may be sent.
5.4) The Company’s annual general meeting shall be held no later than four months after the end of the financial year.
5.5) General meetings are held in the Copenhagen area.
5.6) Extraordinary general meeting must be held at the request of the board of directors or the auditor or shareholders who hold 5% of the share capital. The request must be given in writing to the board of directors with a specification of the topics requested to be dealt with at the general meeting. The meeting must be called no later than two weeks from receipt of the request.
5.7) Topics requested by shareholders to be included on the agenda for an annual general meeting must be delivered within the time in which the topics can still be included in the agenda. If the request is made at least six weeks before the general meeting is held, the shareholder has the right to have the topic included in the agenda. If the request is received less than six weeks before the general meeting, the board of directors will decide whether the request has been made in time for the issue to be included on the agenda.
5.8) The agenda for the annual general meeting must include:
- Election of chairman of the meeting.
- Presentation of the annual report with auditors’ report for adoption.
- Resolution concerning the appropriation of profits or losses as recorded in the adopted annual report.
- Election of members to the board of directors.
- Election of the Company’s auditor.
- Any other business.
5.9) Any shareholder who has requested an admission card no later than two days before the general meeting or has sent an instrument appointing a proxy so that it is received by VP Investor Services A/S no later than two days before the general meeting will be entitled to attend the meeting. Shareholders unable to attend may vote by postal ballot. The postal ballot must be received by VP Investor Services A/S no later than 4.00 pm on the day before the general meeting.
5.10) A shareholder is entitled to vote at the general meeting according to the number of shares held at the date of registration.
5.11) The date of registration is one week before the date of the general meeting. The number of shares held by a shareholder is calculated on the registration date on the basis of the information in the register of shareholders and information about ownership that the bank and/or VP Investor Services A/S (VP Services A/S) has received but that has not yet been entered in the register of shareholders.
5.12) Each share amount of DKK 0.065 carries one vote at the general meeting.
5.13) All resolutions passed at the general meeting are adopted by a simple majority of votes, unless special majority or representation is required by the Danish Companies Act.
§ 6 Board of Directors
6.1) The board of directors consists of not less than four and not more than eight members elected by the general meeting.
6.2) The members of the board of directors elected by the general meeting are elected for a term of one year. Re-election of board members may take place.
6.3) The board of directors elects a chairman and, if so decided by the board of directors, a deputy chairman among its members. If the chairman of the board of directors resigns during a term of election, the deputy chairman (if elected) shall take up the position as chairman until a new chairman is elected among the members of the board of directors.
6.4) Resolutions of the board of directors are passed by simple majority. In the event of equal votes, the chairman or, in his/her absence, the deputy chairman shall have a casting vote.
6.5) The board of directors forms a quorum when more than half of its members are represented, including the chairman or the deputy chairman.
6.6) The board of directors is authorised to pass one or more resolutions on distributing extraordinary dividends in accordance with sections 182 and 183 of the Danish Companies Act.
§ 7 Executive management
7.1) The board of directors appoints an executive management consisting of one to three members to be in charge of the day-to-day management of the Company.
§ 8 Signatory Powers
8.1) The Company is bound by the joint signatures of the CEO and the chairman, by four members of the board of directors or by the chairman and two members of the board of directors.
§ 9 Auditing and financial year
9.1) The Company’s annual accounts shall be audited by a state-authorised public accountant elected by the general meeting for a one-year term. Re-election may take place to the extent permitted under applicable law.
9.2) Annual reports shall be prepared only in English and, if decided by the board of directors, in Danish.
9.3) The Company’s financial year is the calendar year.
In case of inconsistency between the Danish wording and the English translation in dual language reports, the Danish wording prevails.
As adopted at the Company’s extraordinary general meeting held 16 April 2021.