Chapter 1	Scope of the law, etc.
Chapter 1 a	Communications
Chapter 2	Logging and Deadlines
Chapter 3	Foundation
Chapter 4	Capitalandele, owner inventories, etc.
Chapter 5	Translating Limitations and Re-solution
Chapter 6	General Assembly
Chapter 7	The management of the capital company and so on.
Chapter 8	Employee Representation
Chapter 9	Review and scrutiny
Chapter 10	Capital increases
Chapter 11	Capital departure
Chapter 12	Own capital shares
Chapter 13	Financial assistance with a capital undertaking ' s own funds
Chapter 14	SOLUSOLUSODs
Chapter 15	Fusion and division
Chapter 16	Cross-border merger and division
Chapter 16 a	Cross-border movement of registered office
Chapter 17	Transformation
Chapter 18	Acceptance bids in limited liability companies which share shares in trade in a regulated market or a multilateral trade facility
Chapter 19	Branches of foreign capital
Chapter 20	Government shareholder
Chapter 20 a	Entrepreneurship companies
Chapter 21	PartnerCompanies
Chapter 22	Substitution, forced hand-over etc.
Chapter 23	Penalty provisions, etc.
Chapter 24	Appeal access
Chapter 25	Entry into force

Publication of the Act of Company and Party Parties (Company Law) 1)

This will be known to be the equity and liability company (company law), cf. Law Order no. 610 of 28. April 2015, with the changes resulting from paragraph 2 of Law No 738 of 1. June 2015 and § 1 of the Law No 739 of 1. June 2015.

Chapter 1

Scope of the law, etc.

Scope of application

§ 1. This law shall apply to all limited liability companies and companies (capital undertakings).

Paragraph 2. In a stock or liability company, the shareholders and the partners (capital owners) shall not be personally liable for the commitment of the capital undertaking, but only with their deposits. The capital owners shall have the right to share in the profits of the company of equity in relation to their own share, unless otherwise provided in the company ' s statutes.

Paragraph 3. An anpartcompany cannot offer the company's capital shares to the public.

The name of the capital chapter

§ 2. Only limited liability companies or parties may, and shall, in their name, use the labels ' limited liability company ` or ' A/S ` respectively respectively respectively respectively.

Paragraph 2. A company ' s name shall clearly distinguish itself from the name of other establishments registered in the IT system of the Corporate Management System. In the name, the name shall not include the family name, business name, the name of the land, the name of the property, the trade mark, the commercial character and the parable, not to be attributed to the capital undertaking, or something which may be confused.

Paragraph 3. The name of a company capital must not be suitable for misguided. If the name beeders a particular company, it must not continue the same cycle as the main activity of the capital company is significantly altered.

Paragraph 4. In other business documents, including electronic communications, and on other business documents, including electronic messages, and on the company's website, enter name, registered office, and resume / CV number.

§ 3. Section 2 (2). 1-3, the corresponding use shall apply to the binary names of the capital companies.

Paragraph 2. For the registration of more than five binnames per capital company is DKK 1,000. per binary name. However, this does not apply to binnames that continue to be carried out in connection with transforming, fusion or fission.

Corporal capital

§ 4. Capital undertakings covered by this law shall have a harness capital to be made in Danish kroner or euro, cf. however, paragraph 1 3.

Paragraph 2. The company must have a company capital equivalent to at least 500,000 cranes and must have a company capital equivalent to at least 50,000 crowns.

Paragraph 3. The Management Board may lay down detailed rules on the conditions for the self-defense capital in a currency other than any Danish kroner or the euro.

Definitions

§ 5. For the purposes of this Act :

Concerns

§ 6. A parent company, together with one or more subsidiaries, is a group. A company can have only one direct parent company. If several companies comply with one or more of the criteria in section 7, it is only the company that actually exercises the dominant influence over the economic and operational decisions of the establishment, which are considered to be parent.

§ 7. The power of determination is the power to control a subsidiary's economic and operational decisions.

Paragraph 2. Determination in relation to a subsidiary is available when the parent undertaking, directly or indirectly through a subsidiary, owns more than half of the voting rights in a company, unless in specific cases it can clearly be clearly capable of : it is shown that such an ownership does not determine the influence of any such ownership.

Paragraph 3. If the parent company has a parent company no more than half of the voting rights in a company, then it will be in charge of having an effect.

1) raw more than half of the voting rights in force of an agreement with other investors ;

2) the power to control the financial and operational conditions of a company in accordance with a statute or agreement ;

3) the power to designate or dismiss the majority of the members of the executive body and this body shall have the dominant influence on the establishment or

4) the actual majority of the votes of the general assembly or in a similar body, and in so doing, possess the actual determining influence over the company.

Paragraph 4. The existence and the impact of potential voting rights, including design and purchase options on shareholdings which are currently available to be utilized or converted, must be taken into account when assessing the influence of a company.

Paragraph 5. The voting rights in a subsidiary shall be disregarded from voting rights which are linked to the holdings of holdings which are possessed by the subsidiary undertaking or its subsidiary undertakings.

Powers of the shifter and the Sø and Handling Court

§ 8. Where powers under this law are laid to the court, they shall be exercised by the shifter on the seat of the company. However, the powers of the Sø and Handelscourt shall be exercised in the areas placed under the law of the City of Copenhagen, the right of the rights of Frederiksberg and the courts of Glostrup and Lyngby, cf. Bankrup Section 4.

Chapter 1 a

Communications

§ 8 a. The Danish Agency may lay down rules on written communications to and from the Management Board on matters covered by this law or by rules issued under this law must take place digitally.

Paragraph 2. The Management Board may lay down detailed rules on digital communications, including the use of specific IT systems, special digital formats and digital signature el.lign.

Paragraph 3. A digital message is considered to have arrived when it is available for the message address.

§ 8 b. The Management Board may lay down rules that the Management Board may issue decisions and other documents pursuant to this law or in accordance with the rules granted under this law without a signature, with a mechanical or equivalent manner, or in a manner which may be subject to the signature of the Administrative Board, or the application of a technique that ensures uniquely identification of the person who issued the decision or document. Such decisions and documents shall be placed in the same way as decisions and documents with a personal signature.

Paragraph 2. The Management Board may lay down rules that decisions and other documents which have been made exclusively or issued on the basis of electronic data processing may be issued only with the issuer of the Danish Agency for the Agency.

§ 8 c. Where, pursuant to this law or rules issued under this law, a document issued by others other than the Business Authority must be signed, this requirement may be met by means of a technique that ensures uniquely identification, of the one that has issued the document, cf. however, paragraph 1 2. Such documents are treated as a person with a personal signature document.

Paragraph 2. The Management Board may lay down detailed rules on the deviation of regulatory requirements, including that the requirement for personal signatures may not be permitted to be deviated from certain types of documents.

Chapter 2

Logging and Deadlines

Registration

§ 9. Recordful information provided for this law must be included in the IT system of the Commercial Management System within two weeks of the ruling of the rule of law, unless otherwise specified in or pursuant to this Act ; where the registration does not itself be specified ; in the IT system of the Acquilice Management System, cf. § 12, paragraph 1. 1, the notification shall be received in the Agency for the Administrative Board within two weeks of the decision taken.

Paragraph 2. The obligation to ensure that registration is carried out or that notification for registration shall be notified to the Business Authority shall be the responsibility of the company ' s central management body.

Paragraph 3. Paraganes 1 and 2 shall apply by analogy to the publication of documents and notices, etc., which shall be published in the IT system of the Commercial Management System. Where the notifier does not itself publish the publication in the IT system of the Corporate Management System, cf. § 12, paragraph 1. 2, the document or message must have been received in the Danish Agency for the Administrative Board within two weeks of the date of the event.

§ 10. The members of the Governing Board of the Capital of Capital, Board and Supervisory Board and a possible auditor shall be registered in the IT system of the Commercial Management Board.

Paragraph 2. Subtractee accountant, cf. section 144, paragraph 1. 1, before the end of the term, the registration or notification shall be accompanied by a full explanation of the main management body on the cause of the life of the business.

§ 11. If an alteration is made to a company ' s statutes or in any other previously registered in the Danish Agency for the Agency, the amendment shall be registered in the IT system of the Commercial Management Agency or notifiable to the Management Board, cf. § 9.

§ 12. The Danish Business Authority shall lay down rules concerning the notification and registration of conditions that are registered in accordance with this law.

Paragraph 2. The Danish Business Authority shall lay down rules to publish records, documents and communications etc. in the Management System of the Management System, in accordance with this Act.

Paragraph 3. The Danish Business Authority may lay down rules on fees for registration and publication, etc., publication, use of the system of management and the clearing of rye etc. for late payment.

Paragraph 4. The Management Board may lay down rules for the payment of an annual fee for the administration of company law rules and for services that are not particularly priced.

§ 13. The Management Board may lay down rules on language requirements for the documentation submitted for registrations or notifications in capital undertakings.

Paragraph 2. The Danish Agency for the Administrative Board shall lay down rules on the voluntary registration and publication of company information in any other official language of the European Union, in addition to the obligation to publish in one of the languages which are available ; authorized under paragraph 1. 1.

Paragraph 3. In the case of mismatch between the documents and information which has been the subject of compulsory registration and publication, cf. paragraph 1, and voluntarily published translations thereof, cf. paragraph 2, the company may not make the transfer to a third party. On the other hand, third parties may make the optional published text applicable to the company, unless it is proven that the person concerned knew the version of the VA which was published in the IT system of the Corporate Management System. Section 9 (1). 1, do not apply to freely published documents.

§ 14. The Management Board shall be kept a register of companies registered under this law, and publication in accordance with this law shall be carried out in the Management System of the Management Board.

Paragraph 2. Information published in the IT system shall be deemed to have been provided to a third party's knowledge. 1. Act. shall not, however, apply to any arrangements made by the 16. the day after the publication, if it is proven that third parties could not be aware of the published conditions.

Paragraph 3. As long as publication in the IT system has not taken place, conditions to be recorded and published may not be applied to a third party unless it is proven that it has been aware of it. The fact that such a relationship has not yet been published does not prevent a third party from making the relationship valid.

§ 15. Registration shall not take place where the condition that is registered does not comply with the provisions of this Act, laid down in accordance with this law or the company ' s statutes. The registration must not take place either if the decision taken for registration has not been carried out in accordance with the rules laid down by the law, provisions laid down in this law, or which : The company ' s statutes shall determine.

Paragraph 2. A notifider who registers a relationship in the IT system of the Commercial Management System or submit notification to this effect in respect of registration in the IT system of the Commercial Management System, warrants that the registration or notification has been lawfully carried out, including the existence of : appropriate authorization and that the documentation in connection with the registration or notification is valid.

Paragraph 3. Paraganes 1 and 2 shall apply by analogy to documents and so on, which shall be published in the IT system of the Commercial Management System, or to be submitted to the Administrative Board for publication, etc. in accordance with this law.

§ 16. If the Management Board finds that an error or a deficiency in a declared relationship may be remedied by a general assembly decision or by the adoption of the company ' s central management body, the Management Board may fix a time limit for the enrichment of the relationship. If correction is not made by the end of the fixed deadline, registration shall not take place.

Paragraph 2. If registration is rejected in accordance with paragraph 1 1, the notifier shall have written notice that the registration will not take place and the reasons for it.

Paragraph 3. The Management Board shall be aware that there are doubts about the legality of registered or reported registrations, the Management Board may decide that records shall be recorded in accordance with paragraph 9 (2). 1 cannot take place until clarity has been made about the relationship. The notifier shall be informed in writing of the fact that registration cannot be registered and of the reasons for it. The Danish Administrative Board may also publish a communication on the basis of the decision on the steering authority in the Management Board.

Paragraph 4. The Management Board may, in the cases covered by paragraph 1. 3, together with the severance of the management.

§ 17. The Danish Agency may require the information necessary to take a position on whether the law, rules laid down by the law and the company ' s statutes have been complied with, including that the capital base is present.

Paragraph 2. In the case of registration and notification under the rules laid down in accordance with this Chapter, the Danish Agency may, up to three years from the time of registration, make the requirement that there is evidence that the registration or notification has been legally made. In this case, the Danish Agency may, in special cases, make demands that a statement be submitted by an auditor that the financial arrangements relating to registration or notification have been legally made. To make up the requirements according to 1. and 2. Act. the Management Board shall not set a time limit for the correction of the content. If correction is not made by the end of the fixed deadline, the Management Board may, if necessary, set up the capital firm in accordance with the rules in section 226.

§ 18. Information on the name and address of the members of the Management Board and the name, position and address of the members of the Management Board shall at all times appear in the IT system of the Commercial Management Board. This applies to both active and disbanded companies. The Management Board may lay down rules that certain information should not be stated.

Paragraph 2. Updating of personal data by paragraph 1 ceases ten years after the person concerned ceases to be registered in a company registered in the IT system of the Commercial Management Agency.

§ 19. (Aphat)

20. In other words, except in cases covered by Article 109, that a registration relating to a decision taken by the founders, the general assembly or the company ' s management, is the question of deletion of : registration in the courts.

Paragraph 2. The case must be affirm to the company within six months of the publication of the registration in the IT system of the Commercial Management Board. The Court shall send the Administrative Board the judgment of the judgment by which the Board of Direction shall publish information on the outcome of the case in the Management System of the Management Board.

Deadlines

§ 21. Where the law or regulations issued under the law are laid down that an act may or must be carried out, a certain number of days, weeks, months or years before a specified event takes place, the time limit shall be calculated for the taking of action ; the action taken from the day before this event.

Paragraph 2. The deadline for doing the action for a weekend, on a holiday, on a holiday, on Christmas Day or New Year's Day, will be carried out by the last day of the day before.

§ 22. Where the law or regulations are subject to the law, an act or a decision may not be carried out at the earliest, a certain number of days, weeks, months or years after a specific event has taken place, the time limit for the action or decision of the day following this event. The action or decision may not be made at the earliest, the day after the deadline has expired.

-23. Where the law or regulations issued under the law are laid down by the law, an act must be carried out at the latest, a certain number of days, weeks, months or years after a specific event has taken place, the time limit for carrying out, the action from the day after this event, cf. paragraph 2-4.

Paragraph 2. is the deadline, cf. paragraph 1, given in weeks, expires the deadline to perform the action on the day of the week on the day when the event occurred.

Paragraph 3. is the deadline, cf. paragraph 1, specified in months, expires the deadline to perform the action on the month of the month for the day when the event occurred. If the event occurred on the last day of a month, or if the deadline expires on a month date that does not exist, the last day of the month will expire on the last day of the month, regardless of the month's length.

Paragraph 4. is the deadline, cf. paragraph 1, as specified this year, the time limit for performing the event on the anniversary of the event.

Paragraph 5. Expires the deadline for a weekend, on a holiday, on Christmas Day or New Year's Day, the action must be taken by the next every day after that.

Chapter 3

Foundation

Stifters

§ 24. A capital company can be founder by one or more founders.

Paragraph 2. A founder may not be under reconstruction treatment or bankruptcy.

Paragraph 3. If founder is a physical person, the person shall be of the age and shall not be under the guardianship of section 5 in the guardianship or during the congregate of section 7 of the host ' s slop.

Paragraph 4. If a founder is a legal person, then this must be empowered to acquire rights, make commitments and be a party to legal proceedings.

Stiftelsesdocument

§ 25. The founders must sign a document of foundation, which shall include the company ' s statutes.

SECTION 26. The document relating to the dossier shall include information on :

1) name, place of residence and, if applicable, the number of the company ' s founders ' s founding fathers,

2) the drawing-out rate of the capital shares,

3) the deadlines for the drawing and the payment of the capital shares,

4) the effective date of the legal effect, in accordance with the date of the constitution, § 40, paragraph. 3-5,

5) the specific date of the Foundation shall have an impact in the financial sense, cf. § 40, paragraph. 6, and

6) whether or not the capital undertaking shall bear the costs of the foundation and, if so, estimated at costs.

§ 27. In addition, the publication document shall include provisions relating to the following conditions if a decision has been taken on this subject :

1) Special rights or benefits to be added to the founders or to others ;

2) the conclusion of an agreement with founders or others, whereby a capital undertaking may be brought into force with a substantial financial commitment,

3) that capital shares may be drawn against deposits of other values other than cash, cf. § 35,

4) that the annual accounts of the company ' s annual accounts and so on shall not be revised if the capital company can deselect a review after the annual accounting law or other legislation, and

5) the amount of the part of the subscribed capital that has been paid at the time of arson.

Paragraph 2. The foundation document shall explain the circumstances which are relevant to the assessment of the provisions adopted pursuant to paragraph 1. 1. The statement shall state the name and place of residence of the persons subject to the provisions.

Paragraph 3. Documents whose main content is not reproduced in the founding document, but to which reference is made to the foundation document, must be attached to this.

Paragraph 4. Agreements relating to matters referred to in the Foundation document, but not approved therein, shall not be valid for the capital undertaking.

Attachments

§ 28. The holdings of a holding company shall contain information on :

1) The name of the chapter and possible binnames,

2) the purpose of the capital undertaking,

3) the size of the company capitle and the number of shares of capital or capital shares,

4) the rights of capital holdings,

5) the management bodies of the capital undertaking, including the information on the management structure chosen, cf. section 111, and in limited liability company, information on the number or minimum number of members of the various management bodies and possible alternates and the selection period for the members of the executive executive body,

6) the invocation of the General Assembly ; and

7) the financial year of the undertaking.

§ 29. The approval of a capital undertaking shall also include information on decisions taken in accordance with this law in the Staff Regulations and of the most recent termination of the capital, the life expectancy of the company ' s life service.

Drawing of self-harm capital

-$30. The drawing of the capital shares shall be made in the foundation document with any attachments.

§ 31. The capital shares cannot be drawn under conditions or under-course.

§ 32. The vows determine whether the drawing of shares of capital can be accepted, cf. however, section 31.

Paragraph 2. In the event of a schematic, the founders shall be required before registration or notification to be registered, cf. sections 9 and 40 decide on the number of shares attributable to each of these accounts. There can be no allocation of shares for a smaller amount than the founder of the foundation document will draw.

Paragraph 3. The vows must inform those who have subscridized capital shares as soon as possible to a capital undertaking,

1) the drawing is not accepted ;

2) the pins are not valid or are not valid ;

3) Reduction of the sum drawn up as a result of overdrawing has been reduced.

Paragraph 4. Proposals to set up the capital undertaking with a higher or lower company capital than set out in the statutes may be approved only by the consent of all the founding members and capital signs.

Paragraph 5. If the company chapter or the minimum amount provided for may not have been fully drawn up and accepted by the founders, the undertaking ' s foundation and thus the obligations of the capital character shall be suspended. Paid amount shall be recovered. However, the costs of the foundation may be deduction where this is contingent upon the drawing.

Payment of self-harm capital

§ 33. It must be paid for 25% at all times. of the company chapter, but at least 50,000 kr. The payment shall be made in proportion to each capital portion. To be determined, the stock exchange rate must be paid in full, regardless of the fact that part of the corporate capital is not recovered. In the case of partners, a possible overheading must not be paid in full but may be partially paid with the same proportion as the company capitale. If all or part of the corporate capitle is paid by deposits of other values other than cash, cf. However, section 35 shall, however, be paid in full by the entire corporate chapter and a possible overhead.

Paragraph 2. The capital undertaking ' s central management body may not be paid by the capital undertaking ' s central management body. Payment for payment is at least two weeks. The statutes may be fixed at a further notice, however, which may not exceed four weeks.

Paragraph 3. The capital undertaking ' s debts on deposits on capital shares cannot be disposed of or pawdered.

Paragraph 4. The title of the company capsule of letters and other business documents, including electronic communications, and on the company's website, must be given both to the subscribed and the deposited capital.

§ 34. The rights of a shareholders in accordance with this law shall be made, regardless of whether the share shares are fully paid, cf. however, paragraph 1 3.

Paragraph 2. A capital owner has a duty to make a payment on a capital portion when the central management body is requested, cf. Section 33 (4). However, a capital owner shall at all times have the right to pay the amount outstanding on a capital proportion, regardless of the fact that the central management body has not requested it. In the case of the capital owner, the capital owner must pay the full amount of the capital shares in question, unless the statutes are otherwise in charge.

Paragraph 3. If a capital owner has failed to comply with the requirement for payment of outstanding amounts in capital, the capital owner may not exercise his right to vote at the general assembly for any part of his capital post in the company, and the capital outpost of the person concerned shall not be considered to be represented on the General Assembly before the amount is paid and registered in the capital undertaking. However, this does not apply to the right to yield and other payments, as well as the right to new capital participation by capital increases. The central executive body may offset the capital undertaking ' s claim to the capital of the capital of the company, which the capital owner is entitled to as a capital owner.

Paragraph 4. A capital owner cannot without the consent of the company ' s central management body shall bring debts to the capital undertaking against its obligation to deposit outstanding amounts. The consent of the collector may not be given if the counter-bill can damage the capital or its creditors.

Paragraph 5. A capital owner cannot consented to the central management body of the company's central management body, depositing other values other than cash to fulfill its obligation to deposit outstanding amounts. The consent of the depositor may not be given if the deposits may harm the capital or its creditors. In addition, an assessment report shall be drawn up in accordance with Articles 36 and 37, unless the acquisition is covered by Section 38.

Paragraph 6. If a capital owns a capital does not have a fully paid share of capital, they shall be liable to the transferee and later transferee for the remainder of the capital share.

Especially about deposits of corporate capital in other values than cash

$35. Deposits in other values than cash, that is, report deposits shall have an economic value and may not be required to perform a job or provide a service.

Paragraph 2. Improvements to founders or capital owners may not be deferred or taken, irrespective of whether or not the receipts are secured by pant.

§ 36. If the capital company inherits other values other than cash, then the foundation document must be attached to the assessment report. The report must include :

1) a description of each deposits,

2) information on the procedure used for the assessment,

3) an indication of the remuneration set for the takeover, and

4) a statement that the minimum financial value shall be at least equal to the agreed payment, including the possible obedient value of the capital shares to be issued in addition to a possible overheading.

Paragraph 2. The assessment must not have been carried out more than four weeks before the signature of the instrument document. If the deadline is too high, then the evaluation must be carried out again.

Paragraph 3. In addition, the rating report shall include an opening balance for the capital undertaking by the Foundation for the Foundation ; The opening of the open balance sheet must be drawn up in accordance with the set of rules that the company draws up its annual report. The opening of the open balance sheet must be without prejudice. Where the capital undertaking is subject to the obligation to audit by the annual accounting law or other legislation, the opening balance must also be provided with a declaration of auditing without reservation.

§ 37. The assessment report shall be drawn up by one or more unwilling, expert-based appraisal. As rating men, the founders can only appoint approved auditors. The shifter at the place where the capital company should have its head office may, in other cases, appoint appraisers.

Paragraph 2. section 133 and 149 of this Act and section 24 of the auditor law shall apply mutatis mutants to appraisers.

Paragraph 3. The assessment men shall have access to the investigations they consider necessary and may require the information and assistance which they consider necessary for the performance of their duties by the founders or capital undertakings.

§ 38. The requirement to draw up an assessment report in accordance with section 36 (3). 1, do not apply to deposits of :

1) Assets and Obligations (Net Assets), which are measured to day value and presented individually in a year or group account for the preceding financial year. The annual or group accounts must be drawn up in accordance with the provisions of the annual accounting law or the international accounting standards, cf. Regulation of the European Parliament and of the Council on the application of international accounting standards, in accordance with the accounting rules laid down by or under the legislation of financial undertakings, or in the accounts of a foreign national ; activities drawn up in accordance with the rules laid down by Directive 2013 /34/EU of the European Parliament and of the Council of the European Parliament, with subsequent amendments and with an audit certificate.

2) Securities or cash-arcing instruments absorbed to the average rate for which they have been traded on one or more regulated markets in the four weeks preceding the signature of the instrument document. Assessment report after paragraph 36 (3). However, 1, if the central management body of the capital undertaking considers that this average course is affected by exceptional circumstances or, incidentally, it cannot be assumed to reflect the current value.

Paragraph 2. The principal executive agency of the capital undertaking shall be responsible for the introduction of a deposits in accordance with paragraph 1. 1 shall not be detrimental to the capital undertaking or its capital owners or creditors, and shall draw up a statement containing :

1) a description of assets and liabilities (net assets) and their values ;

2) information on the procedure used for the assessment,

3) an opinion that the values specified are at least equivalent to the value of and, where appropriate, the heading for the capital shares to be issued as remuneration ; and

4) a statement that no new circumstances have arisen in the context of the initial assessment.

Paragraph 3. The central executive body shall publish the declaration in accordance with paragraph 1. 2 in the IT system of the Commercial Management System, most recently in the establishment of the Foundation or notifies.

Election of management and possible auditor, etc.

§ 39. If, in the case of the foundation of the capital undertaking, the choice of the company ' s management and possible auditor shall not be held within two weeks of the signing of the founding documents, the General Assembly of the Capital Corporation shall be held in the capital undertaking ; the choice of the company ' s management and possible auditor. The foundation and the chosen management and any auditor shall be registered or reported, cf. § 9.

Registration

§ 40. The capital undertaking shall be registered in the IT system of the Commercial Management System or notifides for registration, cf. section 9, no later than two weeks after the signing of the Foundation document. Where registration has not been received or notification not received in the Business Authority before the end of this period, registration shall not take place.

Paragraph 2. The capital company cannot be registered unless at least 25%. of the total capital, however, at least 50,000 kr;, cf. Section 4 (4). 2, have been paid, cf. Section 33 (4). ONE, ONE. Act. Where there is a heading, this shall be paid in accordance with section 33 (3). 1. on registration or notification under paragraph 1. 1 the evidence shall be submitted to show that the capital has been paid to the company at the latest on the registration or notification.

Paragraph 3. The liability of the capital undertaking shall have a legal effect from the date of the signature of the Foundation document or from the date of the instrument of the Foundation, as set out in the Foundation document. however, paragraph 1 4 and 5.

Paragraph 4. If the corporate capital is paid by deposits of cash, the foundation may not be attributed to any legal proceedings later than 12 months after the signature of the Foundation document.

Paragraph 5. If the company is to take over other values other than cash, the foundation may not be attributed to the constitution later than the date of registration or registration of the capital undertaking, cf. paragraph 1.

Paragraph 6. If the capital undertaking inherits a already existing undertaking or takes over a bogey of ownership in another company, the foundation may be attributed to the accounts from the first day of the present time ; the financial year of the undertaking which is to be put into place or in the capital office.

§ 41. A non-registered holding company may not acquire rights, enter into obligations or be party to legal proceedings other than any lawsuit for the drawing-up of the design capital and other actions relating to the drawing-up. The company must add the words 'under arson'.

Paragraph 2. Stiftes a capital undertaking with a date of legal effect, cf. § 40, paragraph. 3-5 which are after the date of signing of the instrument of the Foundation, may not, at the time of the period of time, to the legal effect of the undertaking ' s foundation, acquire rights or commitments on behalf of the capital undertaking.

Paragraph 3. For an undertaking entered into on behalf of the capital undertaking, following the date of signing of the Foundation document, but before the registration, those who have entered into the obligation or have co-responsibility for it shall be liable to show solidarity. Upon registration, the company shall inherit the rights and obligations arising from the instrument document or are incurred by the capital undertaking following the signing of the Foundation document.

Paragraph 4. Before the entry into force of the capital undertaking, the other contracting party knew that the capital company was not registered, then the contract may be raised if registration has not been registered in the IT system by the Commercial Management System by the end of the deadline ; in accordance with section 40 (4), 1 or if registration is denied. However, this does not apply if the second has been agreed. If the party of the contract was unaware that the capital company was not registered, then it may withdraw the agreement as long as the capital undertaking is not registered.

Subsequent Acquisitions

§ 42. The principal executive agency of the Fund shall be responsible for the acquisition of assets from founders, capital owners and members of the management of the capital company not to the detriment of the company, its capital owners or creditors.

§ 42 a. A stock company ' s acquisition of assets from a founder shall be approved by the General Assembly if :

1) the acquisition occurs in the period from the date of signature of the Foundation, and up to 24 months after the company has been registered, and

2) The remuneration corresponds to at least one-tenth of the society capitale.

Paragraph 2. The central management body of the limited liability company shall in need of the Joint Assembly ' s decision to approve the acquisition of the acquisition of a statement on the circumstances in which the acquisition is made.

§ 43. If a stock company acquires assets from a pins and acquisities, section 42 (a) (a) shall be subject to the acquisition of a limited liability company. In addition, an assessment report shall be drawn up in accordance with the provisions of sections 36 and 37 unless the acquisition is covered by Section 38.

Paragraph 2. If it was acquired in accordance with paragraph 1, 1 is a existing undertaking, the balance must be in accordance with section 36 (3). 3, however, shall be drawn up as a take-over balance for the company being inherited.

§ 44. The central executive body shall publish the statement, cf. § 42 a, paragraph. 2, and the assessment report or the Management Declaration, cf. Section 43 of the IT system in the IT system within two weeks of the date of approval of the acquisition by the General Assembly.

Paragraph 2. ~ § § 42 a and 43 shall not apply to the customary business arrangements for the stock company.

Chapter 4

Capitalandele, owner inventories, etc.

Capitalandele

§ 45. In capital companies, all capital shares are equally right in the company. However, the vigilantes may decide that there should be different capital classes. In this case, the statutes must specify the differences that relate to the individual class of capital units, and the size of each class.

§ 46. All the capital shares have the right to vote. However, it may be decided in the company ' s statutes that certain capital shares are without the right to vote and that the voting value of certain capital is different from the other parts of capital.

Paragraph 2. The right of votes to vote is only in the right of representation, provided that it is stated in the statutes.

§ 47. A capital undertaking may issue equity shares with nominal value or as a combination of such units or a combination thereof.

Paragraph 2. Stykkapitalandele has no detecting value. Each slice of the unit is a fair share in the society chapter.

Paragraph 3. The proportion of the company chapter shall be determined on capital shares with nominal value according to the relationship between the rated value and the harness chapter and for the unit share after the number of shares issued.

§ 48. Chapter shares are freely negotiable and not soluble unless otherwise provided by the legislation.

Paragraph 2. The capital shares can be issued on name. The provisions may, in such cases, impose restrictions on the transferability or the provisions relating to the solution.

§ 49. The transferee of a financial contribution may not exercise the rights of a capital owner, unless the transferee has been recorded in the owner's book or the transferee has notified and documented his acquisition. However, this does not apply to the right to yield and other payments and the right to new shares in capital increases.

Paragraph 2. The transferee of one or more non-holder shares cannot exercise the rights attributed to a capital owner unless the transferee has been noted in the IT system of the Commercial Management System, cf. ~ § § 57 (a or 58), or has notified of his possession to the company in accordance with section 55.

Paragraph 3. The central executive body shall be responsible for verifying whether a transferor meets the conditions laid down in paragraph 1. One and two.

Owner Book

$50. The central executive body must establish a list as soon as possible after the company ' s undertaking shall establish a list of all the capital owners.

Paragraph 2. The ownership of the book may be kept by the company registering the information in accordance with section 52 and section 56 (3). 2, in the IT system in the Commercial Management System, cf. § 58.

Paragraph 3. The person who is elected by the company may decide that the owner book is carried by the company, on behalf of the company. The person who is in possession of the name and address of the person who is holding the book shall contain the names and addresses of the person If it is a legal person, it is sufficient that the cvr number is apparent. The Management Board may lay down detailed rules to allow persons to carry ownership of their own books, including the conditions under which the person concerned must comply.

§ 51. The ownership book must be available to public authorities. If this does not occur on the registered seat of the company, the person shall indicate the title of the book. The ownership of the book must be entered in the EU/ES area.

Paragraph 2. In companies where employees are entitled to select members for the top executive executive agency in accordance with section 140, but where this court is not used, the owner book must also be available to a representative of the employees. In a group where the group's employees have not selected members for the executive executive agency in accordance with section 141, the parent company book must be available to a representative of the employees of the other Danish Corporate companies.

Paragraph 3. Paragraph 2 on non-member-elected members of the Board of Directors shall apply mutatis mutilation to SE companies, where members are not elected to represent the staff in the administration body or the supervisory body, by the rules, which is applicable to SE companies, in the case of worker participation.

Paragraph 4. In the bylaws, it may be determined that the owner book shall also be accessible to the capital owners, including electronic, cf. however, paragraph 1 Five and six. Decisions to this effect shall be taken by the general assembly of the ballot box required for the amendment of the Staff Regulations.

Paragraph 5. Is the owner book after paragraph 50 (3). 2, accessible in electronic form, the company may fulfil its obligations under paragraph 1. 1-4 by granting the right of paragraph 1. 1-4 access to the electronic ownership book. The company ' s responsibilities are met if the company reports the information, cf. § 52, to the IT system of the Commercial Management System (the owner register), cf. § 58, paragraph. One and two.

Paragraph 6. In the anpartsselships, the owner book shall be available to any hire shaver.

§ 52. The ownership book for a capital undertaking which has issued name shares shall include the following information, cf. however, paragraph 1 3 :

1) The overall position of capital owners of capital shares.

2) The name and address of capital owner and the panels and for the name, cvr number and registered office of the establishment, cf. paragraph 2.

3) Date of acquisition, dispositions or pantstatement, including the size of the capital shares.

4) The voting rights associated with the capital shares.

Paragraph 2. If the capital owner or the Pan-holder are a foreign national or a foreign legal person, the message shall be provided, cf. Section 53 (3). 1 shall be accompanied by other documentation, which shall ensure a unique identification of the capital owner or the paiver.

Paragraph 3. For limited liability companies which have issued ownership or shares issued through a security of securities, paragraph 1 shall apply to the provisions of this Annex. 1 and 2 shall not apply.

§ 53. The capital owner or the head of the pawn must inform the company of ownership of ownership or the pawning statement. The notification by the capital owner or the pawn must be received within the company within two weeks of the change or pawler ' s statement. The notification shall contain the information on the new capital owner or the pathaver referred to in Section 52. In the case of transfers of capital shares, no reporting obligation shall be required, cf. however, paragraph 1 4.

Paragraph 2. Information concerning the ownership of ownership or the pawning statement shall be entered in the owner-book with the information provided on the new capital owner or the port of charge, if no such reference is to the acquisition of the statute. The company, respectively, the driver of the owner book, may make the introduction of the acquiring document the right of the transferee or the pawler. The property in the owner book must be dated.

Paragraph 3. The company shall, on the request of a capital owner or a panthaver, be issued by the master of the owner ' s book on the request of the owner of the owner-book.

Paragraph 4. The capital company, respectively, of the driver of the owner book, shall give the owner proof that listing is recorded or, once the statutes are in charge, against the deposit of the owner certificate, proof that the listing has been recorded.

§ 54. The ownership book of a stock company that has issued an irdependent stock shall contain information on serial number.

Notice of significant capital entries

§ 55. Anyone who possesses capital shares in a capital company shall give notice to the company when :

1) the voting rights of the capital shall be at least 5%. the voting rights of the company capsule, or at least 5%. of the self-defense chapter, or

2) the change in a given possession of holdings shall make the limits of 5, 10, 15, 20, 25, 50, 50, 90 or 100 per 100%. and the limits of 1/3 or 2/3 of the voting rights of the company capitentile or the self-defense chapter shall be achieved or have not been reached.

Paragraph 2. Possession of paragraph 1 will be counted

1) the capital participation of a company which the person concerned checks by having the connection referred to in Section 7, and

2) the capital shares provided for by the person concerned to safety unless the right to vote has the right to vote and declares its intention to exercise it.

Paragraph 3. The Management Board may lay down detailed rules on possession and notification of holding of capital shares pursuant to paragraph 1. The Danish Agency may also lay down rules which derogate from the provisions of paragraph 1. 1, in the case of shares of shares in stock companies which share shares in trade in a regulated market or a multilateral trading facility, including rules for shorter notification periods.

§ 56. Notification of section 55 shall be given to the company within two weeks of one of the limits referred to in section 55 (5). One is achieved or is no longer in progress. The company will provide the information in the owner book.

Paragraph 2. The notification shall contain information on the date of acquisition or dispose of the capital shares, the number of capital shares and, where appropriate, the class they belong to, the full name, address of the capital owner, the place of residence and the social security number or to the name of undertakings, the number and registered office of the office. If the capital owner does not have a social security number or a cr number, the communication shall be attached to other documentation, which shall ensure a unique identification of the person concerned. The Management Board may lay down detailed rules on this subject.

Paragraph 3. The communication shall also include information on the size of the capital shares respectively, respectively, and the voting rights associated with it. The communication to the company may be given in connection with the communication after paragraph 53 (3). 1.

§ 57. The Danish Agency for the Agency shall lay down rules on the notification following section 55 concerning the possession of shares in public limited liability companies, including those concerning,

1) of what is to be taken into account, and

2) the announcement of the undertaking must be made as soon as possible.

Registration of minor possessions of non-havered shares

§ 57 a. An acquiton of one or more non-possession stocks that possess less than 5%. the voting rights of the company capsule, or less than 5%. in the case of the company capital, no later than two weeks after the acquisition is registered in the IT system of the Commercial Management System, cf. however, paragraph 1 4.

Paragraph 2. The registration in accordance with paragraph 1. 1 shall contain information on the date of acquisition, the number of non-handed shares and the full name, residence and social security number or the name of the transferee, the number and the registered office of the person concerned. If the transferee does not have a social security number or a cr-number, other information shall be recorded that ensures a unique identification of the person concerned.

Paragraph 3. In the case of transfers of one or more non-holder shares registered pursuant to paragraph 1. 1, within two weeks of the assignment, shall be recorded in the IT system of the Commercial Management System that the transferor no longer holds the shares and the date of the transfer shall be recorded, cf. however, paragraph 1 4.

Paragraph 4. The lettor to carry out the registration under paragraph 1. Paragraph 1 and 3 shall not apply where the shares of non-haver-stock which have been acquired and transferred respectively are engaged in trade in a regulated market.

Paragraph 5. Information which is registered pursuant to paragraph 1. One and three can only be passed on to other public authorities. The disclosure of the information may only be provided if the information is necessary for the official authority's handling of supervisory or control tasks and is carried out in accordance with the law on the processing of personal data.

Paragraph 6. The Danish Agency for the Management Board shall lay down detailed rules on the registration of ownership information relating to the ownership shares of the steering system, including the information acquired or the transferor may or may be registered in the Management System of the Management Board.

Owner Registry

§ 58. The company must, as soon as possible after the company has received notice after Article 55 (5), 1, record the information contained in the IT system of the Corporate Management System.

Paragraph 2. The company must also, as a matter of urgency, report any change to the information reported in accordance with paragraph 1. 1, if the change beworks, that one of the limits in section 55 (5) shall be made. One is achieved or is no longer in progress.

Paragraph 3. Information received in accordance with paragraph 1. 1 and 2 shall be published in the IT system of the Commercial Management System. The rules laid down in Chapter 2 shall apply mutatis mutis.

Owning evidence

$59. A ownership certificate may include one or more capital units. An owner certificate encomplicates several shares shall indicate the size of each of the capital shares or any denotable value. An owner certificate comprising one or more of the holder shares must indicate the serial number of individual non-haverers.

§ 60. The central executive body may decide to issue and cancel the ownership of the owner. Ownership may be issued only if it is determined in the statutes, cf. however, section 64 (4). 1 or where the ownership of the certificate is issued or issued to the holder of the holder, after which owner certificates shall be issued to all holdings unless ownership certificates are issued through a securities centre, cf. Section 7 (2). 1, no. 3, in the Act on securities trading, etc.

Paragraph 2. However, where restrictions on the transferability of shares or shareholders are required to allow their shares to be deposited, stock letters may not be issued to non-holder, nor shall they be transferable to the limited liability company to the stock market. Hat gardens.

Paragraph 3. Consent of ownership shall not be extradite until the capital character is registered in the IT system of the Commercial Management Board. The capital shares listed on name may only be provided to capital owners listed in the owner book.

Paragraph 4. Ownership shall indicate the name, location and registration number of the company, the size or the denunciations of capital, and the serial number of the non-haversals must also be given. The ownership must also indicate whether the ownership or the holder of the holder of the certificate or the month of the holder of the certificate shall be denoting whether the ownership of the owner is to be heard. Owning evidence is to be signed by the central executive body. However, the signature may be rendered by mechanical means.

Paragraph 5. If, according to the statutes, capital units can be issued by different classes, the owner ' s certificate shall indicate the class for which it is to be issued.

Paragraph 6. The ownership must also specify the provisions to which the Staff Regulations may contain :

1) the capital shares must be noted as a condition for the right to vote,

2) that there are some capital shares associated with special rights,

3) that capital owners must be obliged to allow their holdings to be unincorporated,

4) that the capital shares must not be a statement of sales,

5) the limitations of the transferability of capital shares are to be applied ; and

6) that the capital shares must be able to be mortified without judgment.

Paragraph 7. Ownerproof shall contain a reservation that, following their issue, provision may be made concerning the conditions referred to in paragraph 1. 6, no. 3-5, which changes the legal position of the capital owner. Where such changes are made, the central management body shall, as far as possible, ensure that the ownership of the evidence is given to it or be retraded with new ownership.

Asset Issued Through Value Track

§ 61. In the case of shares issued through a securities centre, the central management body of the capital undertaking shall ensure that the Centre is informed as soon as possible of the following conditions and subsequent amendments thereto :

1) Company name, registered office, postal address and registration number of the registry of capital undertakings.

2) The company ' s company capital, with the indication of the number of shares and the size of these and the name shares, the shareholder and the name and address of the shareholder. If there are different shareclasses, the information for each class is given.

3) Whether or not there are any shares of particular rights or obligations.

4) Whether or not the shares are listed as a condition of the right to vote.

Paragraph 2. Stocks cannot be issued through a securities central before the company is registered in the IT system of the Corporate Management System.

Paragraph 3. In the case of capital increases, the central executive body shall ensure that the rights and rights of the fund are registered with the indication of the number of rights required for new shares. New shares must be specified when they are given rights in the company. Where the capital increase is not registered in the register of capital undertakings, or is not yet fully repaid, the central management body shall record this recorded in a securities central.

Paragraph 4. The central management body shall ensure that the implementation of a capital reduction and the amount of the reduction amount shall be recorded in a security central as soon as possible after implementation.

Paragraph 5. The Management Board may lay down detailed rules for the submission of information in accordance with paragraph 1. 1-4.

§ 62. If a stock company shares are to be issued through a securities centre, the company shall as soon as possible provide a securities central information referred to in section 61.

Paragraph 2. The stock company (s) may be deposited to an account principal in the manner prescribed by the invocation of a securities centre. The shareholder and the company shall provide the information provided for in the call.

Paragraph 3. The stock company shall bear all costs associated with the issue of shares and so on in a securities central. The company must enter into agreement with one or more account institutions that the shareholders of the stock company ' s account may be

1) obtain their shares and so on and in storage there and

2) obtain a statement of yield, etc., and annual statement of accounts.

Paragraph 4. The shareholders shall have the right to appoint an accounting institution which, on the company ' s account, performs the tasks referred to in paragraph 1. 1 and 2, provided that the Institute for the limited liability company assumes the tasks of the same expenditure incurred by the company to the institution to which the company has concluded agreement.

§ 63. In the course of three years after the company ' s shares have been convened for registration in a securities centre without all the deposited shares registered in the Centre, the central executive body may be in the case of an announcement in the Corporate Management Board ; IT system encourage shareholders within 6 months to ensure that registration is made. When the time limit has expired, without registration, the main management body of the shareholder may dispose of the shares through a securities trade, cf. Section 4 (4). 1, in the Act on securities trading, etc. In the sales language, the stock company may deduct the costs of the notice and the disposal. If the sales language is not retrieved within three years of the Disposal Disposal, the amount shall be added to the stock company.

Cancellation of Ownership

§ 64. If a company's capital shares are engaged in trade in a regulated market, shareholders may not demand that stock letters be issued.

Paragraph 2. If the capital undertaking has owner certificates, the company may suspend them for a period of not less than three months after the rules which, under the law and its statutes, are applicable to summons to the general general assembly of the company, and in written notice to all the capital owners listed in the owner book. The rights attributed to a capital owner may then be exercised only after the ownership has been delivered to the capital undertaking. However, this does not apply to the right to yield and other payments and the right to new capital shares in capital increases.

Paragraph 3. Paragraph 1 shall not apply to holdings which have been re-established or issued to ice-holder gardens.

Transfer of capital shares

§ 65. Transfer of a capital portion not issued through a securities centre or for which no owning or pant owner is not valid for the transferee ' s creditors, unless the capital undertaking or the one who is leading the charge ; the owner book, cf. § 50, paragraph. 3, from the transferor or the transferee has received notification of the transfer.

Paragraph 2. Where a capital owner has transferred the share capital to several transferands and is subject to paragraph 1. 1, a later enquiries shall be obtained prior to the holding of the capital undertaking or the driver of the owner book, cf. § 50, paragraph. 3, firstly, the transfer to the subsequent transferee and the later owner was in good faith as the notification came to the capital undertaking or the driver of the owner book.

§ 66. If an owner ' s owner shall be made to possess or furant, the provisions of section 14 (4) shall be taken. The provisions of 1 and 2 of the applicable debt correspondence shall be applicable. However, this does not apply where, in accordance with a provision in the company ' s statutes, it is clearly and clearly reserves in the possession of the certificate, for example, that it is not a turnover document. An asset letter which is issued to the holder of the holder shall remain, even if it shares the endorsement of the company's endorsement of the fact that the owner's name has been noted that the letter is not inferred on the stock letter.

Paragraph 2. On offer vouchers, Articles 24 and 25 of the Letters of Liability shall apply.

Paragraph 3. The certificate of ownership without any judgment may be granted only if the company ' s statutes and its ownership contain provision to this effect. The notification of notification must be indented in the IT system of the Commercial Management System on the following notice :

1) At least 4 weeks on the notification of ownership that is not a carcase certificate, and

2) at least six months in the case of the mortification of other forms of ownership.

Paragraph 4. The provisions of paragraph 1. 3 shall apply mutatis muc-use to coupons and talons. Kuponsheets can be mortified without judgment, together with the associated ownership, if the statutes are not in control.

Chapter 5

Translating Limitations and Re-solution

Buying-out right

§ 67. The provisions of the Staff Regulations that, in the event of the transfer of capital units to capital owners or to other purchasers, must include detailed rules on this matter, including the time limit for the exercise of the right to purchase. Moreover, if these regulations lead to an unreasonable price or apparently unfair conditions, the provisions in full or in part can be disregarded in full or in part by the judgment.

Paragraph 2. For the main negotiation, cf. paragraph ONE, TWO. pkton, the parties may apply the rules for the notification of the tender referred to in paragraph 1. 3 both for the assessment of whether the price seems unreasonable, and to determine the price.

Paragraph 3. If the statutes of the Staff Regulations do not contain provisions on the basis for the price of purchase of a purchase, the price shall be fixed if no agreement is reached on this subject to the value of a fair man appointed by the court on the basis of the right to date ; the seat of the capital undertaking. The judgment of the good man can be brought to justice. The case must be laid down no later than three months after the date of receipt of the estimate of the estimate. The estimated cost of the estimate shall be borne by the owner of the capital who wishes to carry out discretions, but may be charged to the company, provided that the estimate of the estimate differs significantly from the price and shall be subject to reason, in whole or in part.

Paragraph 4. In the case of transfers of capital shares, the transfer of capital may not be carried out for a part of them unless the articles of association are right to do so.

Sale for sale

§ 68. The provisions of the Staff Regulations concerning the consent for the transfer of capital units shall be decided on this subject as soon as possible after receipt of the request. The requested consent shall be informed of the decision as soon as possible. Where notification is not given, no later than 4 weeks from the request, consent shall be considered for granted.

Paragraph 2. In the Staff Regulations, it is decided that the transfer of capital shares can only be made by the consent of the capital undertaking, the central management body of the company shall decide on this subject, unless the decision is taken to the general assembly. Where such consent is not given, the reasons for such notification shall be indicated in the notification, cf. paragraph 1.

Solution

§ 69. In the event of a solution in the Staff Regulations, these provisions must provide the conditions for the solution and who has the right to request a solution. Section 67 shall apply mutatis muth. There must be an overall solution to the capital participation of individual capital owners, unless the statutes are to decide otherwise.

§ 70. Owner a capital owner more than 9 /l0 of the capital shares in a capital undertaking and the owner has a similar part of the votes, the capital owner may decide that the capital shareholders in the capital should leave their capital shares to their deposits ; of the capital owner. In this case, the minority capitaries of the minority in question shall be urged to assign their holdings to the depositors of capital to the depositive capital as no later than four weeks after the call to the General Assembly. In addition, the Minority Group (s) shall also be called upon to assign the capital shares to the depositors of the deposits to the depositors of capital to the same notice.

Paragraph 2. The terms of the solution and assessment basis for the solution rate must be reported in the call. In addition, it must be stated that the solution rate should be provided if no agreement is reached on this subject shall be determined in accordance with the rules laid down in section 67 (4). 3, by an estimated man, enrolled by the right of the seat of the capital undertaking. In the case of a completed takeover bids in accordance with Chapter 8 of the securities trading Act, etc., the rules on pricing are applicable to the solution unless a minority capital owner to the inlet should be used ; the capital owner shall make a request for the price to be determined by a discremale, cf. however, paragraph 1 Furthermore, the call shall contain the information referred to in paragraph 1. THREE, ONE. Act. In addition, the invitation must include a statement from the central management body of the capital undertaking on the overall conditions of the solution. Finally, it shall be notified that after the expiry of the time limit referred to in paragraph 1, the capital units shall be ONE, TWO. pkt., will be noted in the name of the capital owner book in accordance with Article 72 (2), in the name of the capital owner. The former minority capital owners, however, maintain the right to demand appraisal of the judgment in accordance with the opinion of the Committee on the Committee on the European Union. § 72, paragraph. 3. The same information shall be recorded in the notice in accordance with paragraph 1. ONE, THREE. Act.

Paragraph 3. If the estimate of the estimate or a decision after Article 67 (4), 3, leading to a higher injection course than offered by the depositing capital owner, shall also be valid for the minority capitons in the same class who did not wish to make an assessment. The costs of the exchange rate shall be borne by the one who has submitted a request for the exchange rate. If an assessment or decision is made higher than is offered by the depositing capital owner, the court appointed by the estimated holder may impose, in full or in part, the cost of the depositing of capital, in whole or in part.

Paragraph 4. In any event of an optional tender, the price shall be deemed to be reasonable if the tenderer has obtained at least 90% of the tenderer's acceptance. the amount of the entitled capital which was covered by the tender. In any case, the invitation to tender shall be considered to be considered in the tender in any case as reasonable.

§ 71. Encapes the acquisition of shares in a capital undertaking that has one or more shares admitted to trading in a regulated market in an EU/EEA country, in accordance with section 70 (4). 1, or in accordance with paragraph 31 (1), Paragraph 1, in the Act of securities trading, etc., shall apply the rules on pricing laid down by law on securities trading, etc., unless a minority capital owner makes a request for the price to be determined by a discreet, cf. § 67, paragraph. 3.

Paragraph 2. In the case of a successful takeover bids, see the solution in respect of a successful takeover bids. Section 70 (3). TWO, THREE. pkt., may the use of the movers in the same form as specified in the tenderer's original takeover bids, or it may be paid in cash. Minority capitors can always demand cash payment as a moo-up at the settlement.

Paragraph 3. A request for a solution in connection with a successful takeover bids, cf. Section 70 (3). TWO, THREE. pkt. shall be made no later than three months after the end of the tender period in the bidder's takeover bids.

Paragraph 4. The Danish Agency for the Management Board shall lay down rules concerning the tenderer's solution to the other capital owners, including where the stock options are to be performed in connection with a successful takeover bids, cf. Section 70 (3). TWO, THREE. Act.

§ 72. Does not have any minority capitos not within the time limit set out in section 70 (3). ONE, TWO. .. The depositor of their holdings to the depositor of the depositor shall, without prejudice to the deposits of the deposits concerned, without prejudice to the deposits concerned, the depositor shall be deposited as soon as possible to the benefit of the minority capitors concerned. capital shares, cf. the right of the debtor's right to free itself by landfill.

Paragraph 2. At the same time, with the deposit, any ownership of the deposits issued for deposited capital is deemed to be cancelled. The central management body of the company draws attention to the fact that new owners of ownership are given a claim that they replace cancelled ownership.

Paragraph 3. The previous depositors now depositing capital owners shall be reproclaimed in the IT system of the Commercial Management System with a notice of at least 3 months to make the right to demand an assessment by the person in accordance with the opinion of the Danish Board of Acquidation, cf. § 67, paragraph. 1, forfeit at the end of the deadline. Furthermore, the date of any discremanding or judgment pursuant to Article 67 (2) shall be provided. Three, enligh10.

§ 73. Owner a capital owner more than 9/10 of the capital shares in a company and has a corresponding proportion of the votes, each of the minority capitors of the company may be incapacitate by the capital owner. § 67, paragraph. Article 70 (3) and section 70 (3). TWO, TWO. pkt., and paragraph. THREE, TWO. and 3. pkt; shall apply mutatis muctis.

Amortisation

§ 74. The company ' s statutes may include provisions on the reduction of the company capital by entering into the capital (amortisation) capital, including provisions on the state of the amortization process.

Paragraph 2. The payment of the capital owners may be remunorate, cf. paragraph 1, in the case of issuance of debt securities, provided that such provisions are included in the statutes.

Paragraph 3. The main executive body may initiate amortisation, in the case of capital holdings, which are designed to ensure that the provisions on the reduction of the company capital in amortisation are included in the articles of association. The measures adopted by the amortization can be adopted by the central executive body.

Paragraph 4. In the case of capital reduction as part of the amortisation, the announcement of the invitation to the creditors of the company ' s creditors shall not be made to report their claim to the company in the IT system of the Commercial Management System, provided that the following conditions are met :

1) The reduction shall be cancelled by the cancellation of fully depositing capital.

2) The capital shares either have been obtained without remuneration or for a payment that does not exceed the amount of money which may be used for profit, including by issuing debt securities.

3) An amount equal to the due value of the cancelled capital shares shall be added to a special fund.

§ 75. (Aphat)

Chapter 6

General Assembly

Chapter of the Fund of the Fund

SECTION 76. The rights of capital shall be entitled to take decisions by the capital undertaking at the meeting of the general public.

Paragraph 2. The decisions of the capital of the Fund shall be subject to a derogation from the form and exemption of the law and of the Staff Regulations if all the capital owners agree on this subject to the rule of law, cf. however, paragraph 1 5.

Paragraph 3. The decisions of the General Assembly of the General Assembly may, in general, be made subject to a derogation from the rules of the law on the form and time limit, cf. however, paragraph 1 5. Decision on this must be taken unanimously and rules on this must be included in the statutes. Section 106 shall apply to a change or repeal of the rules. However, the General Assembly shall be held at a physical appearance, where the owners of capital who own more than 10% are in the hands of the general meeting. the capital of the company shall make such claims.

Paragraph 4. The central executive body may decide that other than those who have been set up in this Act may be available to the General Assembly unless otherwise provided for in the Staff Regulations.

Paragraph 5. The capital owners of public limited liability companies and in limited liability companies which share shares in trade in a regulated market in an EU or EEA country cannot make decisions on the basis of the rules of the law in the form and time limit, cf. paragraph Two and three. The same applies to limited liability companies, where the law or order is stipulate that the press must have access to the General Assembly.

Paragraph 6. Statewide shareholders ' general assemblies are open to the press.

Electronic General Assembly

§ 77. Unless otherwise provided to the Staff Regulations, the central executive body may decide that, in addition to the physical attunts of the meeting of the General Assembly, access to capital owners may participate electronically in the General Assembly, including the voice of the general public ; electronically, without being physically present at the General Assembly, that is to say that a semi-general general assembly is to be held, cf. paragraph 3-6.

Paragraph 2. The General Assembly may decide that the General Assembly alone shall be conducted electronically without access to physical attuns, that is to say. as a full electronic general assembly, cf. paragraph 3-6. The decision shall contain information on how electronic media are used in the context of participation in the General Assembly. The decision must be included in the statutes. Section 106 shall apply to the decision and on amendments thereto.

Paragraph 3. The central executive body shall lay down the detailed requirements for electronic systems used for a partial or complete electronic-General Assembly. The meeting of the General Assembly must include information on this, as must the inclusion of the capital owners in electronic participation and where they can find information about the procedure for electronic information ; participation in the general assembly.

Paragraph 4. It is a prerequisite for the holding of both partial and complete electronic-General, that the central management body of the capital company draws attention to the fact that the General Assembly is dismantled in a reassuring manner. The system used must be designed in such a way as to ensure compliance with the requirements of the General Assembly of the General, including the participation of capital owners, as well as the yongs and vote at the general assembly. The system used must also be able to determine in a reliable manner the capital owners participating in the General Assembly, the capital and the right to vote they represent, as well as the outcome of the votes.

Paragraph 5. Has a limited liability company issued non-dependent stock and not introduced a registration date, cf. Section 84 must also be specified in the call, cf. paragraph 3 how the owners of such shares shall document their own participation in the general assembly of such stock.

Paragraph 6. In any case, the provisions of the law on the holding of the General Assembly, with the necessary deviations, shall apply mutatis muted to in part and completely electronic general assembly.

Meeting and voting etc.

§ 78. Every capital owner has the right to meet the General Assembly and take the floor there, cf. however, section 84 (4). 1.

§ 79. Owes a capital share of several consortable undertakings may, for the capital ' s share, be carried out only by means of a joint full force.

$80. Capital Owners have the right to meet at the General Assembly at the full power of attorney general.

Paragraph 2. The fulmier shall provide written and dated power of attorney. A power of attorney must be able to be recalled at any time. The revocation must take place in writing and may take place by contacting the capital undertaking. Capital Owners can appoint an authority and revoke the power of attorney electronically and revoke the authority of the Fund.

Paragraph 3. If the power of the attorney has received full power from several shareholders, the full power of the clerk may vote differently on behalf of the various capital owners.

Paragraph 4. A limited liability company which shares shares in a regulated market shall make a written or electronic power form available to any shareholder who is entitled to vote for the general assembly, and to be offered ; the shareholders shall be at least one method of notification to the company on the designation of a proxy by electronic means. The establishment of a full force, the notification of the company's designation and the issuing of any voting instructions to the full agent must be subject only to the formal requirements necessary to ensure the identification of the shareholder and the full agent and ensure that the contents of the voting instructions are verified, and only to a degree where they are proportionate to these objectives. The same applies to the revocation of power of attorney.

§ 81. Capital Owners or High-Powerful Meeting at the General Assembly together with a counselor.

$82. Owneragreements are not binding on the capital undertaking and the decisions taken by the general assembly.

§ 83. Has a limited liability company, which shares shares in a regulated market, has appointed a financial institution, through which shareholders can exercise their financial rights, the shareholders must be made aware of this.

§ 84. In private companies which share shares in trading in a regulated market, a shareholder ' s right to participate in a general assembly and to vote in association with shareholders ' shares in relation to shares in the shareholder shall be based on : the registration date.

Paragraph 2. The stock holding and voting rights of an shareholder shall be reposted on the basis of the registration date on the basis of the registration of the capital owners registered in the owner ' s book, as well as the notifications of ownership of the limited liability company to which the stock has been imported ; in the owner book.

Paragraph 3. The date of registration is 1 week before the meeting of the General Assembly.

Paragraph 4. The revenues may provide that a shareholder ' s participation in a general assembly no later than three days before the meeting of the General Assembly shall be notified to the company. The notification of participation shall not preclude the shareholder, after notification, of a decision to be represented at the full power of the holder.

Paragraph 5. In limited liability companies which do not have shares available for trade in a regulated market and in anpartcompanies, the statutes may decide :

1) Paragraph 1-3 shall apply mutatis muctis.

2) Paragraph 4 shall apply mutatis muctis.

§ 85. For the capital undertaking ' s own shares as well as a subsidiary shareholdings of the parent company, the right to vote shall not be used. The shares of capital and subsidiaries in the parent undertaking shall not be included in the decision to be taken into account by the voting and ownership share. 2. Act. does not, however, apply in the balance of capital and voting shares in accordance with section 55.

§ 86. A capital owner may not, by proxy or as a proxy or as a full force, be voted on to the Joint Assembly on action against the capital owner himself or of the capital owner's own liability against the capital undertaking and not about lawsuits against others ; or the responsibility of others if the capital owner has a significant interest in it, which may be in conflict with the company's capital.

Time and Site

§ 87. The General Assembly shall be held on the seat of the holding company, unless the Staff Regulations decide that it is to or may be held at the other specified location. In exceptional circumstances, a general assembly may be held in an isolated case elsewhere.

§ 88. On the ordinary General Assembly, a decision shall be taken on :

1) approval of the annual report,

2) the use of profit or loss of debt in accordance with the approved annual report,

3) any modification of the decision to review the financial undertaking ' s future annual accounts, etc., where the capital company is not subject to the obligation to audit by the annual accounting law or other legislation, and

4) other questions which, according to the statutes of the capital undertaking, are addressed to the general assembly.

Paragraph 2. The Ordinary General Assembly shall be held in such good time as to be able to submit the approved annual report to the Danish Agency for the Management Board so that it has been received in the Management Board before the expiry date of the annual accounting law. The annual report shall be presented to the General Assembly.

Extraordinary General Assembly

$89. Extraordinary General Assembly shall be held when the central management body, the Supervisory Board or the Advocate General of the General Assembly shall have a long way to go.

Paragraph 2. In the anparttators, any member of the party may require an extraordinary General Assembly to be held. Extraordinary General Assembly for processing a specified subject is called within two weeks after it is prolong.

Paragraph 3. In private companies, shareholders who own 5% are shareholders. of the company ' s capital or the minor fraction of the company ' s capital, or which are entitled to the right to do so in the statutes, in writing to the establishment of an extraordinary General Assembly. Extraordinary General Assembly for processing a specified subject is called within two weeks after it is prolong.

Agenda

§ 90. Each capital owner has the right to be included on the agenda of the ordinary General Assembly, cf. however, paragraph 1 2.

Paragraph 2. In limited liability companies, shareholders must submit in writing to the central executive body demand for a particular subject to be included on the agenda of the ordinary general assembly. If the requirement is to be made, no later than six weeks before the General Assembly is to be held, the shareholder shall have the right to receive the subject on the agenda. Receiving a limited liability company later than six weeks before the meeting of the General Assembly shall determine whether the requirement is put forward for such good time that the subject can be included on the agenda.

Paragraph 3. The stock companies which share shares in trading in a regulated market must, within eight weeks of the day, be published by the general public the date of the proposed holding of the meeting of the General Assembly and the date of the date of the proposed general assembly, the recent presentation of the requirements concerning the inclusion of a particular subject on the agenda of shareholders, unless both times are stated in the statutes.

§ 91. Cases that have not been put on the agenda can only be decided by the General Assembly if all the capital-owners consent. However, the ordinary general assembly may always decide on matters, cf. § 88, paragraph. 1 and decide cases which must be dealt with in a general meeting of such a general, as can be decided to refer to an extraordinary General Assembly to deal with a particular subject.

Electronic communications

§ 92. The General Assembly can decide on electronic communications, that is to say. on the use of electronic document exchange and electronic mail, in the communication between the company and capital owners, instead of sending or submitting paper-based documents, pursuant to this law, cf. paragraph Two and three. Electronic communications may therefore be used between the capital undertaking and the capital owners, regardless of any requirements, which may appear in the provisions relating to the documents and notifications in question, cf. however, paragraph 1 5 and 8 c.

Paragraph 2. By the decision after paragraph 1. 1 shall indicate which messages and other messages are subject to the decision and in which way electronic communications may or may be used. The decision shall also indicate where the capital owner can find information on the requirements of the systems used and the procedure for electronic communications.

Paragraph 3. The decision by the General Assembly pursuant to paragraph 1. 1 and 2 shall be included in the statutes, cf. however, paragraph 1 4. Section 106 shall apply to the decision and on amendments thereto.

Paragraph 4. Although the General Assembly has not decided to introduce electronic communications between the capital and the capital owners in accordance with paragraph 1. 1, communications may be made by electronic means between the capital undertaking and one or more capital owners if a contract has been concluded between the parties concerned.

Paragraph 5. The one in paragraph 1. 1 said access to use electronic communications cannot replace public notice or notice in State or via the Corporate Management System, where the law of the company is required to ensure that the company's messages and so on. to capital owners shall be made by public call or by public notice in the State or through the IT system of the Commercial Management Board. This does not apply in the case referred to in section 95 (s). THREE, TWO. Act.

Paragraph 6. In the one in paragraph 1. 1 and 4 of this situation shall be required to request capital owners who are named in the owner book whether an electronic address to which messages and so on can be sent. It is the capital owner's responsibility to ensure that the capital company is in possession of the correct electronic address. The capital company will conduct its own electronic communications costs.

Invocation to General Assembly

§ 93. General assemblies shall be convened and organized by the central executive body.

Paragraph 2. If the capital company does not have a central executive agency or the central executive body fails to invoke a general assembly to be held in accordance with the law, the statutes or a general assembly decision, convenes this by the Danish Agency for the Administrative Board, the request of a member of the top or central management body of the capital undertaking, the potential General Assembly of the Capital or the Executive Accountator, cf. section 144, paragraph 1. 1 or a capital owner. The steering can set the meeting agenda of the General Assembly.

Paragraph 3. A general meeting convened by the Danish Agency shall be governed by a person authorized by the Agency and the central executive body shall deliver the owner book of this holding, general-assembly protocol and audit protocol if there is, in the case of : Under the law of authorised auditors or other legislation, the requirement to conduct such a, or whose auditor, by the way of agreement with the capital undertaking, has resulted in an audit protocol. The expenses of the General Assembly shall be paid by the Danish Agency for the Management Board, but shall be permanently held by the capital undertaking.

Paragraph 4. Notwithstanding the provisions of section 77, the Danish Board of Directors may decide that a general meeting convened by the Management Board pursuant to paragraph 1 shall be that : 2, alone, shall be held at a physical appearance or in part or complete electronic general assembly, irrespective of the provisions of section 87 that it is to be held in the place of the steering authority.

$94. Invocation to the General Assembly must be carried out at least four weeks and, unless the statutes stipulates a longer period, no later than two weeks before the General Assembly. If the General Assembly is set to a day more than four weeks later, there will be summons to be made for the continuing general assembly.

Paragraph 2. In the case of limited liability companies which share shares in trading in a regulated market, the time limit shall be summed up to the General Assembly at least five weeks and, unless a longer period is required, no later than three weeks before the General Assembly, cf. however, section 339 (3). 4, and § 343.

§ 95. The call shall be made in accordance with the provisions of the Staff Regulations.

Paragraph 2. The General Assembly may decide that summons is made via the Capital Company website, cf. however, paragraph 1 3. The decision shall be included in the statutes. Section 106 shall apply to the decision and changes thereto.

Paragraph 3. In limited liability companies, call in writing to all of the owner-book shareholders who have made a motion to this effect shall be made in writing. If the stock company ' s stock sounds on the holder of the stock, the call must be made through the IT system of the Commercial Management Board.

Paragraph 4. Regardless of whether there is any other method of convocation, the invocation of public limited liability companies, which shares shares in a regulated market, will be published through the company's website. The cost of this is borne by the stock company.

§ 96. The summons must specify the time and place of the general assembly and the agenda, of which the issues to be dealt with at the General Assembly must be shown. If proposals for the memorandum of association are to be considered at the meeting of the General Assembly, the main substance of the proposal must be indicated in the call.

Paragraph 2. Invocation to the General Assembly, where a decision is to be taken in accordance with section 77, paragraph 1. 2, section 92 (2). Paragraph 1, or section 107 (4). 1 or 2 shall contain the full text of the amendment to the memorandum of association.

§ 97. In limited liability companies which share shares in trading in a regulated market, the collection in addition to the information in section 96 must contain at least :

1) A description of the size of the shareholder and shareholders ' voting rights ;

2) a clear and precise description of the procedures to be followed by the shareholders in order to participate in and cast their vote at the meeting of the general meeting, cf. paragraph 2,

3) the date of registration, cf. § 84, paragraph. 1, with a clarification that only persons who, on this date are shareholders, have the right to participate in and vote at the General Assembly,

4) an indication of where and how the complete, uncorned text of the documents referred to in section 99 (5) ; 1, no. 3 and 4, and the agenda may be available and

5) an indication of the Internet address in which the information referred to in section 99 will be made available.

Paragraph 2. A clear and precise description of the procedures to be followed by the shareholders in order to participate in and cast their vote at the General Assembly, cf. paragraph 1, no. 2, comprises

1) the right of shareholders to ask questions, including any time limit, cf. ~ 102, paragraph 1) 3,

2) the procedure for the power of vote by proxy, in particular the forms to be used when voting on the power of authorization and an indication of the means of communication of the capital undertaking in connection with the electronic communication on the designation of : great and

3) the procedures for the voting per letter or by electronic means.

Paragraph 3. In governmental holdings, the call must include all proposals to be addressed at the General Assembly, and in the case of extraordinary general assemblies, the reason for this is also the reason. The call must be published in the IT system of the Commercial Management System, at the latest, at the same time as it is announced to the shareholders.

-98. In limited liability companies, the agenda and the complete proposals and the annual report shall also be made available for inspection of the shareholders within two weeks before the meeting of the General Assembly, cf. However, § 99.

§ 99. A limited liability company which shares shares in a regulated market shall be subject to a continuous period of 3 weeks before the general assembly, including the day of the general assembly, including the day for the general assembly, including at least the following information available for : its shareholders on their website :

1) The summons.

2) The total number of shares and voting rights on the date of the call, including the total number of each stock class, if the company's share capital is divided into two or more stock classes.

3) The documents to be presented at the General Assembly.

4) The agenda and the complete proposals.

5) Where applicable, the forms to be used when voting on the power of the ballot and by voting, unless these forms are directly addressed to shareholders. If these forms of technical reasons are not made available on the Internet, the capital undertaking on its website will be informed on how the forms can be obtained in paper form. In such cases, the capital company shall send the forms to any shareholder who would like it. The cost of this is borne by the stock company.

Paragraph 2. Exterminate the invoke to the General Assembly pursuant to section 339 (3). 4, and section 343 later than three weeks before the date of the meeting of the general meeting, shall be short-cut in paragraph 1. 1 accordingly.

General Assembly of the General Assembly

§ 100. The General Assembly shall be held in Danish, cf. however, paragraph 1 2-4.

Paragraph 2. The General Assembly may, by a simple majority, decide that the General Assembly must be held in a language other than Danish, while also providing the possibility of simultaneous interpreting and from Danish for all participants. The decision may be included in the statutes, without requiring a separate adoption of the General Assembly.

Paragraph 3. The General Assembly may, by a simple majority, decide that the General Assembly must be held in Swedish, Norwegian or English, without the simultaneous possibility of simultaneous interpreting and from Danish for all participants. The decision may be included in the statutes, without requiring a separate adoption of the General Assembly.

Paragraph 4. The General Assembly may decide that the General Assembly must be held in a language other than Danish, Swedish, Norwegian or English, without the simultaneous possibility of simultaneous interpreting and from Danish to all participants. A decision to this effect shall be included in the statutes and section 107 (4). 2, no. 6, section 110 shall apply to the decision and changes thereto.

Paragraph 5. If it is decided that the General Assembly is held in a language other than Danish, it will be decided by a simple majority that the General Assembly should henhouse be held in Danish. Decisions on this subject may be incorporated into the statutes, without requiring a separate adoption of the General Assembly. If the decision on the second language is included in the statutes, it shall be included in the decision after 1. point, whether to include this in the statutes, or whether the statutes are no longer included in the language of the General Assembly.

Paragraph 6. Documents drawn up for the internal use of the General Assembly during or after the General Assembly shall be prepared in Danish, cf. however, paragraph 1 Seven and eight.

Paragraph 7. The General Assembly may, by a simple majority, decide that they are in accordance with paragraph 1 6 mentioned documents are prepared in Swedish, Norwegian or English. A decision to this effect may be included in the statutes without requiring a separate adoption of the General Assembly.

Paragraph 8. The General Assembly may decide that they are in accordance with paragraph 1. 6 mentioned documents are prepared in a language other than the Danish, Swedish, Norwegian or English language. A decision to this effect shall be included in the statutes and section 107 (4). 2, no. 7, and section 110 shall apply to the decision and changes thereto.

§ 100 A. The General Assembly may, by a simple majority, decide that the annual report is drawn up and drawn up in English. The decision by the General Assembly shall be included in the statutes. The repetition of the General Assembly's resolution in the statutes does not require a separate adoption.

§ 101. A conductor of the general meeting of the shareholders or the circle of the general public shall be chosen, unless the statutes determine otherwise.

Paragraph 2. The Directorate must lead the General Assembly and ensure that the General Assembly is held in a responsible and appropriate manner. The Dirigente has the necessary powers to do so, including the right to organise debates, to formulate voting priorities, decide when the debate is closed, cutting speeches and, if necessary, to dispose of participants from the general assembly.

Paragraph 3. In the negotiations at the General Assembly, a protocol is required to be signed by the conductor. All decisions must be entered into the negotiating protocol of the capital undertaking.

Paragraph 4. No later than two weeks after the meeting of the General Assembly, the General Assembly Protocol or an authenticated printout of this shall be available to the capital owners.

Paragraph 5. The stock companies which share shares in trading in a regulated market shall, for each decision, as a minimum,

1) the number of shares given shall be valid for,

2) the share of the share capital, which these votes represent,

3) the total number of valid votes,

4) the number of votes in favour and against each motion for a resolution and,

5) where appropriate, the number of ballot papers.

Paragraph 6. Do not want any shareholders in public limited companies who share shares in trading on a regulated market, a complete account of the vote, cf. paragraph 5, it is only necessary to establish the result of the vote in order to ensure that the required majority has been achieved for each decision.

Paragraph 7. A stock company which shares shares in a regulated market must, within two weeks of the meeting of the General Assembly, publish the results of the voting on its website.

Paragraph 8. For public limited liability companies, a certified statement shall be certified in accordance with the Protocol at the same time making available to the shareholders, cf. paragraph 4, shall be submitted to the Corporate Authority.

§ 102. The administration must, where required by a capital owner and, at the discretion of the executive agency, may be carried out without any significant damage to the capital undertaking, to inform the general assembly of all matters that are of importance ; in the case of the assessment of the annual report and the position of the capital undertaking, or for questions in which decisions are to be taken at the general assembly. The obligation to provide information shall also apply to the company's relationship with other companies in the same group.

Paragraph 2. If the response requires information not available at the General Assembly, then the information shall be made available to the capital owners no later than two weeks and shall be sent to the capital owners who have made a motion to them.

Paragraph 3. The central executive body may decide that capital owners may put questions to the agenda or to documents, etc. for the use of the General Assembly before the expiry of a deadline to be recorded in the statutes. The central executive body may adopt the necessary regulations for the Staff Regulations.

Paragraph 4. In private companies which share shares in trade in a regulated market, and in public limited liability companies, the obligation to provide information shall be subject to paragraph 1. 1 and 2, moreover, for written questions by a shareholder in the last three months before the General Assembly. Responsiders may be written in writing, and in such a case the question and response shall be presented to the shareholders at the start of the meeting. Diffictions may be omitted if the shareholder is not represented at the General Assembly. Additional questions with the same content can be answered with a single response. Questions will be considered to be answered if the information is available on the company's website in the form of a question / response function.

§ 103. The ship ' s potential General Assembly (s) of the Advocate General, cf. section 144, paragraph 1. 1 has the right to be present at the General Assembly. The ship ' s potential General Assembly (s) of the Advocate General, cf. section 144, paragraph 1. 1, shall be present at the General Assembly if a member of the upper or central executive body or capital owner is requested.

Paragraph 2. At the general meeting of the Joint Assembly, the holding of the holding of holding shall be of any general assembly selected by section 144, paragraph 1. 1, respond to questions relating to the annual report, etc., which shall be considered at the meeting of the general assembly concerned.

Paragraph 3. The ship ' s potential General Assembly (s) of the Advocate General, cf. section 144, paragraph 1. 1, shall be entitled to participate in meetings of the senior executive body during the examination of annual reports and so on and have a duty to participate if only one member of the executive executive agency requests this.

Paragraph 4. In limited liability companies, who have securities admitted to trading in a regulated market and in public limited liability companies, the General Assembly of the company must be present at the ordinary General Assembly.

Votes

§ 104. A capital owner shall be voting collectively on the shares of the capital, unless the statutes determine otherwise, cf. however, paragraph 1 3.

Paragraph 2. Capital owners have the opportunity to vote, that is to say. in order to vote in writing before the meeting of the General Assembly. In capital undertakings which do not have securities admitted to trade in a regulated market in an EU/EEA country, this possibility may be waisted in the company ' s statutes. Written voting must only be subject to the requirements and limits needed to ensure the identification of capital owners and only in so far as they are reasonably proportionate to this objective.

Paragraph 3. In commercial companies, a shareholder has a shareholder who, in a professional context, acts on behalf of other natural or legal persons (clients), the right to exercise its voting rights in relation to some of the shares in a manner that is not identical to the exercise of voting rights in relation to other shares.

§ 105. Unless otherwise followed by this law or the company ' s statutes determine otherwise, all matters shall be decided by a simple majority voting session. If the votes are equal, the motion is not passed. Staff elections and issues in which capital owners should vote for several options in one vote will be decided by a relatively simple voting majority. If the votes are equal to the election, the election will be determined by lottery, unless the bylaws decide otherwise.

§ 106. Decision amending the statutes shall be valid only if it is attracted by at least 2/3 of the votes cast as of the part of the society chapter represented on the General Assembly, cf. however, paragraph 1 2. Decision amending the statutes shall, in addition, comply with the additional requirements laid down by the Staff Regulations and the special rules laid down in section 107.

Paragraph 2. Decision amending the statutes after paragraph 74 (3). 3, section 102, paragraph. 3, section 175, paragraph. 2, section 176 (4). 2, section 247 (4). Paragraph 1, section 265, paragraph 1. Paragraph 1, section 282, paragraph 1. Paragraph 1, or Article 302 (1). 1, shall not be taken by the general assembly.

§ 107. Decisions on the status of bylaws whereby capital owners ' obligations to the capital market are increased is only valid if all the shareholders are in agreement on this.

Paragraph 2. The following decisions on the statutes are only valid if they are joined by at least 9/10 as well as of the votes cast as of the company-general public capital :

1) Determination by which capital owners ' rights to benefit or to the encoding of the funds of the capital undertaking, including drawing of capital shares to the arms of the capital, shall be reduced in favour of other than the capital owners and employees of the capital undertaking or its subsidiary.

2) Decisions whereby the transferability of capital shares is limited or existing restrictions shall be tightened up, including the adoption of provisions on the consent of the capital undertaking to transfer capital shares or that no capital owner can possess the provisions of the capital undertaking ; the capital shares in addition to a specified part of the company chapter.

3) Decisions whereby capital owners are obliged to reload their holdings in equal conditions outside of the case of the solution of the holding of capital or of cases referred to in Chapter 5.

4) Decision making capital owners ' access to the right to exercise the right to vote for their own or of other people's capital shares to a more detailed set of votes or of the voting capital of the voice-entitled company.

5) Decision which means that the capital owners in a split do not receive votes or capital shares in each of the receiving companies in the same conditions as in the incoming company.

6) Decision, which shall be held in a language other than Danish, Swedish, Norwegian or English, without the simultaneous possibility of simultaneous interpretation and from Danish for all participants.

7) Determination by which a language other than Danish, Swedish, Norwegian or English is introduced for internal documents, i.e. documents drawn up in connection with or after the General Assembly, which is for the company ' s internal use.

Paragraph 3. Where there are several capital classes in the capital undertaking, a change in the rule of law resulting from a change in the legal relationship between these either in a change of already established or the introduction of new differences is valid only if it is to be taken by the parties ; capital owners who own at least 2/3 of the part of the capital of the capital whose legal position is deteriorated as a participant in the general assembly.

Invalid General Assembly Decisions

§ 108. The General Assembly shall not be made a decision which is apparently suitable to provide capital owners or other unintentioned benefit to the detriment of other capital owners or the capital.

-109. A capital owner or a member of the management may take a case with regard to a general assembly decision which has not been legally in a lawful manner or is contrary to this law or the company ' s statutes.

Paragraph 2. The case shall be laid down no later than three months after the decision, otherwise the decision shall be deemed valid.

Paragraph 3. Paragraph 2 shall not apply where :

1) the decision shall not be legally admissible, even with the consent of all capital of the capital ;

2) which, in accordance with this law or the company ' s statutes, are required for the decision of all or of certain capital owners and the consent of certain capital holders and such consent,

3) the rules on concision which are applicable to the capital undertaking are significantly overridor ;

4) the capital owner who has raised the matter at the end of the date referred to in paragraph 1. However, no later than 24 months after the decision, due to its due delay and due account, and having regard to the circumstances, consider that it would appear to be unreasonable to apply the provisions of paragraph 1. 2.

Paragraph 4. The court finds that the decision is covered by paragraph 1. 1, the judgment shall be known to be invalid or altered. However, a change to the resolution can only be made if the assertion and the right are in a position to determine the substance of which the decision should have been. The decision of the court shall also be valid for the capital owners who have not taken the case.

Solvent

§ 110. The capital owners who, on the part of the General Assembly, have opposed them in section 107 (4). 2, no. 1 4, 6 and 7 of the Staff Regulations, may require the capital undertaking to cash in their shares in the event that they shall be submitted in writing no later than four weeks after the meeting of the General Assembly.

Paragraph 2. Where the capital owner before the vote has been requested to submit an opinion on whether or not it wishes to use the right of entry under paragraph 1. However, this law is subject to the fact that the meeting of the General Assembly has indicated this wish.

Paragraph 3. In the case of the solution, the capital undertaking shall purchase the capital shares in debt to a price corresponding to the value of the capital and which, in the absence of an agreement, shall be determined by discrearies appointed by the right of the seat of the capital undertaking. The costs of the discreators shall be borne by the owner of the capital that wishes the estimate carried out by the owner, but may be charged to the company, provided that estimates differ substantially from the price proposed by the company and be either wholly or predominates ; To be added to it. Both parties may bring the discretion of the discretions to the court. To this end, no later than three months after receipt of the decoction of the estimates shall be received.

Chapter 7

The management of the capital company and so on.

Management Structure Selection

§ 111. A financial company may choose between the following management structures :

1) A management structure, led by a management company, chaired by a Management Board performing the general and strategic leadership. For the day-to-day management of the management board, the Management Board shall appoint a management board which may either consist of one or more persons among the members of the board or members of the Management Board who are not members of the Management Board. In both cases, persons are referred to as the day-to-day management of the management board, and they shall constitute the Executive Board of the Capital. The majority of members of the Management Board must be in private companies who are not directors of the company. An executive in a limited company cannot be chairman or vice-chairman of the board of public limited liability company.

2) A management structure where the capital company is led by a management board. In limited liability companies, the Executive Board shall be set by a supervisory council supervising the management of the board. A member of the Executive Board may not be a member of the Supervisory Board.

Paragraph 2. In private companies, the Board or Supervisory Board shall consist of at least 3 people.

Paragraph 3. In the anpartcarriers, where people have chosen to use the rules in section 140 on employee-selected members of the top executive body, there must be a Board of Directors or Board of Supervisory Board. If an anpartcompany doesn't have a Board of Directors or Board of Supervisors, but after 1. Act. shall be required by one of these bodies to amend the statutes so that the capital company must have a Board of Directors or Board of Supervisory Board shall be deemed to have been approved as a valid measure, once an anpartlar shaver has voted in favour of the proposal.

Paragraph 4. The provisions of the law concerning members of board and supervisory boards shall apply mutatis muters to these.

General provisions relating to management and supervision

§ 112. Members of the management of a company ' s management shall be of the gracious persons and shall not be under guardianship under the Clause 5 of the guardianship of the guardianship of the guardianship of section 7 of the guardianship.

Paragraph 2. In shipowners, a single-man company or a stakeholder may be the director, provided that the holder or the stakeholders fulfil the conditions laid down in paragraph 1. 1.

§ 113. Members of the Management Board and the Board of Directors and directors may not perform or participate in speculative business in respect of capital shares in the capital undertaking or in capital companies within the same group.

§ 114. In capital undertakings which share shares in trading in a regulated market and in governmental public limited companies, the chairman of the Board of Directors or the Board of Supervisors shall not perform the duties of the capital undertaking which are not a part of the life of the chairman. However, a chairman may, where special needs are, perform tasks requested by the person concerned to perform and for the management board.

Tasks of the Management Board

§ 115. In the capital companies that have a management board, this must, in addition to the general and strategic leadership, and ensure a sound organisation of the company ' s undertaking that :

1) the accounts and accounting procedures shall be carried out in a way that is satisfactory after the company ' s relationship is satisfactory ;

2) the appropriate procedures for risk management and internal controls have been established ;

3) the management board shall regularly receive the necessary reporting on the financial situation of the capital undertaking,

4) the Governing Board shall exercise his duties in an appropriate manner and in accordance with the Management Board ' s guidelines ; and

5) the capital adequatability of capital at all times is justifiable at all times, including that there is sufficient liquidity to satisfy the current and future commitments of the capital undertaking as they fall, and the management board is thus at any time ; required to assess the economic situation and to ensure that the present capital response is defensible.

Tasks of the Supervisory Board

§ 116. In capital undertakings which have a supervisory authority, the supervisors must ensure that :

1) the accounts and accounting procedures shall be carried out in a way that is satisfactory after the company ' s relationship is satisfactory ;

2) the appropriate procedures for risk management and internal controls have been established ;

3) the Supervisory Board shall regularly receive the necessary reporting on the financial conditions of the capital undertaking,

4) the Governing Board shall exercise his duties in an appropriate manner and

5) the capital adequatability of capital at all times is justifiable at all times, including that there is sufficient liquidity to satisfy the current and future commitments of the capital undertaking as they depart, and the Supervisory Board is thus at any time ; required to assess the economic situation and to ensure that the present capital response is defensible.

Tasks of the Executive

§ 117. In the capital companies, which are headed for section 111 (1). 1, no. 1, the management shall be responsible for the day-to-day management of the capital undertaking. The Executive Board shall follow the guidelines and direction taken by the board. The day-to-day administration does not include any arrangements which, according to the conditions of capital, are of exceptional nature or of great importance. Such arrangements may be made by the Management Board only by special authority, unless the Management Board decision cannot be unveted without any significant inconvenience to the company ' s company. The Management Board shall be informed at such a time as soon as possible of the truffles.

Paragraph 2. In the capital undertakings covered by section 111 (1), 1, no. 2, the Executive Board shall be responsible for both the overall and strategic leadership as the day-to-day administration. The Executive Board shall also ensure a sound organisation of the company ' s company ' s company.

§ 118. The Executive Board shall ensure that the company's accounts are carried out in accordance with the rules of legislation in this area and that the way in which the assets are carried out in a reassuring manner.

Paragraph 2. In addition, the Executive Board shall ensure that the capital adequatability of the capital is defensible at all times, including that there is sufficient liquidity to satisfy the current and future commitments of the capital firm as they fall. The Executive Board shall, at any time, be obliged to assess the economic situation and to ensure that the present capital response is defensible.

Capital Loss

§ 119. The management of a capital firm must ensure that the General Assembly is held, within six months of the fact that the company ' s own funds account for less than half of the subscribed capital. At the General Assembly, the central executive body shall account for the financial position of the capital undertaking and, if necessary, submit proposals on measures to be taken, including on the solution of the capital undertaking.

Board of Directors and Board of Directors

§ 120. In private companies, the majority of members of the Board of Directors or Supervisors shall be chosen by the general assembly.

Paragraph 2. They may provide public authorities or other rights to appoint one or more members of the Management Board or Board of Supervisors.

Paragraph 3. In addition to the choice of members of the Board of Governing Board or the Board of Supervisors of the General Assembly, the stock companies must provide information on the governing persons of the persons who are to be held in other operators other than the company's own 100%. owned subsidiaries. If that member is in the management of another parent company as one or more of the 100% of its shall be one or more. Owned subsidiaries, it is no matter one. Act. suffix to provide the name of this parent undertaking and the number of its subsidiaries in which the person concerned is a management member. The shareholders may, in agreement, decide to derogate from the provision.

Paragraph 4. The office of the General Assembly or Board of Directors of the Board of Directors shall apply to the time provided for in the statutes. The election period shall end at the end of an ordinary general assembly no later than four years after the elections.

Members of the Board and Board of Directors

§ 121. A member of the Board of Directors or Supervisory Board may at any time be dismissed. Notification must be given to the company ' s Board of Governing Board or Board of Directors and, if the member is not elected by the General Assembly, to the person appointed by the general assembly. Any member of the Board or Board of Directors may at any time be disposed of by the person who has chosen or appointed the person concerned.

Paragraph 2. If there is no alternate to enter the Member's place, the other members of the Board of Governing Board or the Board of Supervisory Board shall be responsible for the opening of the new member of the outgoing Member's term of office. The same applies if a member selected by the employees after section 140 or section 141 is no longer an employee of the capital or group. If the elections are to be held during the meeting of the General Assembly, however, the choice of a new member may be postponed until the next ordinary general assembly, where the choice of the board or the Board of Supervisors shall take place if the Board or Supervisory Board is in a quorum decision with the remaining members and alternates.

Election of the President

§ 122. The Board of Governess or Board of Supervisors in a limited company shall choose its President, unless otherwise specified in the statutes. In voting, elections are decided by lottery.

Conduct of meetings on board and supervisory board

§ 123. The Chairman of the Board of Governing Board or Board of Supervisory Board shall ensure that the senior executive agency shall meet when this is necessary and shall ensure that all members are conveneable. A member of the management or the company's General Assembly-elect, cf. Section 144 may call for the intake of the executive executive body. A Director shall have the right to be present at the Board of Governing Board or Board of Supervisors, unless the Board or Board of Supervisors in the individual cases are taken by the Board of Directors or Board of Supervisors, unless the Board of Directors or Board of Supervisors is to be present. provision.

Resolution of the Board and Board of Directors

§ 124. The Administrative Board or Board of Supervisors is a quorum when more than half of all members are represented in so far as the statutes are not required ; decisions must not be taken without, as far as possible, all the members of the Member States, had access to the proceedings.

Paragraph 2. If a member has decreed and a suppleant is chosen, then the alternate shall be given access to the members of the Member State for such time as long as the goods are in question. Unless otherwise decided by the Administrative Board or the Board of Supervisory Board or of the Staff Regulations, a member may, in individual cases, grant power of attorney to another member instead of invoking a suppleant, if this is reassuring on the subject of the discussions.

Paragraph 3. The issues dealt with by the Board of Directors or the Supervisory Board shall be decided by a simple majority voting by a simple voting majority. The Staff Regulations may be determined that the chairman ' s voice, or the President-in-Office of the President-in-Office of the President, is crucial in the case of ballot.

Written and Board of Directors in Directors and Board of Directors

§ 125. Administrative meetings and meetings of the Supervisory Council may be held in writing to the extent that this is compatible with the conduct of the duties of the Board or Board of Directors, but a member of the Management Board may, however, request that an oral debate be held. The provisions of the law relating to the holding of meetings of the Administrative Board or Board of Supervisors shall, with the appropriate deviations, apply mutatis muted to written meetings.

Paragraph 2. Administrative meetings and meetings of the Supervisory Council may be held in the use of electronic media to the extent that this is compatible with the performance of the Board or Board of Directors of the Board of Directors, but a member of the Management Board may, however, require an oral question to be taken, discussion site. The provisions of the active and anti-party law relating to the holding of a meeting of the Board or Board of Supervisory Board and of electronic communications shall, with appropriate deviations, apply mutatis mutations to electronic meetings and communication.

The language of meetings on board and supervisory board

§ 126. Meetings of the Administrative Board or Board of Supervisors shall be held in Danish, cf. however, paragraph 1 Two and three.

Paragraph 2. Meetings of the Administrative Board or Board of Supervisors may, if the majority decides, be in a language other than Danish if simultaneous interpretation is given to and from Danish to all participants at the same time. The holding of meetings in a language other than non-Danish without simultaneous interpretation requires agreement between the members of the board or the Board of Supervisors.

Paragraph 3. Notwithstanding paragraph 1 However, two meetings of the Board or Supervisory Board may be held in Swedish, Norwegian or English without any simulation if this language is specified as a group language in the company ' s statutes.

Paragraph 4. If documents produced for use by the Board or Board of Supervisors are not designed in Danish, any member of the Management Board or the Board of Supervisors may require a translation into Danish of the documents in question. However, this does not apply where the documents are written in Swedish, Norwegian or English, provided that the language is specified as a group language in the company ' s statutes.

Untilable terms and agreements entered into with an Eapital owner

§ 127. The members of the company ' s management must not dispose of the undertakings so that the enceptions are clearly suited to the benefit of certain capital owners or other unintentional benefit to the detriment of other capital owners or capital. The members of the company ' s management must not comply with the General Assembly decisions or decisions taken by other companies whose decision may be invalid as a warring against the law or the company ' s statutes.

Paragraph 2. Agreements concluded between an Eapital owner and the capital undertaking shall be valid only if they are replaced by the following in a manner that can subsequently be documented unless it is subject to agreements under normal conditions as part of an ongoing intermediate stage.

Protocol of the negotiations in the executive executive body

§ 128. If the executive executive is composed of several members, a protocol shall be recorded on the negotiations signed by all the members present.

Paragraph 2. One of the Members who is present in this House who does not agree with a decision is entitled to have its opinion recorded in the Minutes.

Audit protocol

§ 129. The members of the executive executive shall sign the audit record of the auditor, provided that the auditor act or other legislation falls to the auditor to conduct such a contract, or whose auditor, by the way, by agreement with the capital company has conducted an audit protocol.

Rules of procedure of the Administrative Board and the Supervisory Board

$130. If the Board of Governing Board or Board of Supervisors is composed of several members, a procedure shall be made in accordance with rules of procedure for the performance of the Board or Board of Directors.

Paragraph 2. In drawing up the Rules of Procedure, the company and needs of capital must be based on the Board or Board of Supervisory Board, in particular, to consider whether the Rules of Procedure should include provisions on the constitution, the division of labour, the supervision of the management of the Executive Director, the lead of books, protocols, etc., written and electronic meetings, the obligation of professional secrecy, alternates, accounting control, signature of auditing protocol and ensuring the presence of the necessary ; basis for review.

Paragraph 3. The rules of procedure of the Management Board or the Supervisory Board of the Administrative Board shall be published within four weeks of the completion of the form in the IT system of the Commercial Management Agency. The same period shall apply when a company is a public limited liability company, subject to Chapter 20, or changes to the Rules of Procedure of the State.

Inhability

§ 131. A member of the Management shall not participate in the examination of questions relating to the contracts between the capital undertaking and the person concerned or the lawsuit against the person concerned or of the agreement between the capital undertaking and third parties, if any, against third parties, if any, they have a significant interest in it, which may be in conflict with the company ' s capital.

Confidentiality

§ 132. Members of the Management Board and the Board of Supervisors, Governors, Assessors, Coverers and their assistants and their assistants shall not disqualify what they are aware of in the course of their duties.

Submission of information and so on to auditor

§ 133. The management of a capital undertaking shall provide any auditor or grander elected by the General Assembly, which shall declare themselves on the relationship of the capital, the information which may be considered to be relevant to the assessment of the capital undertaking and, if the capital undertaking is a parent company, its group, in accordance with the annual accounts bill.

Paragraph 2. The management of a capital undertaking shall give any auditor or a pomegrander elected by the General Assembly, which shall declare themselves on the relationship of the capital, access to carry out the investigations which it considers necessary and shall ensure that : the auditor or auditing man shall receive the information and the assistance which the person concerned is necessary for the performance of his duties.

Paragraph 3. The Management of a subsidiary of a subsidiary of a group has similar obligations to the parent undertaking ' s auditor.

Concern Notify

§ 134. The central executive body of a Danish parent company is obliged to inform the central executive agency of a subsidiary, as soon as a group relationship is established. The central executive body of a Danish subsidiary shall give the parent undertaking the information necessary for the assessment of the position of the group and the result of the group ' s activities.

Representation and drawing right

§ 135. Members of the Management Board and of the Governing Board shall represent the external equity company.

Paragraph 2. The capital undertaking shall be committed by agreements concluded on behalf of the capital undertaking by a member of the Administrative Board or by a member of the Management Board or by a member of the Executive Board. The members of the Supervisory Board cannot draw the capital company.

Paragraph 3. The drawing right, as referred to in paragraph 1. 2 the individual member of the Administrative Board and the Governing Board shall be limited in the Staff Regulations, so that the drawing-up can only be exercised by a number of members in association or by one or more individual members individually or in conjunction with each other. The second limitation in the design right could not be registered.

Paragraph 4. In the capital companies that have a supervisory authority, the Supervisory Board may, by way of derogation from paragraph 1, 1 represents the company in situations where charges are being taken against one or more members of the company ' s management. Similarly, the Supervisory Board may represent the company in situations where a case against the company of a member of the company ' s management can be considered. The same applies where the members of the Governee are either inhabitable or for other reasons cannot represent the company.

Paragraph 5. Prokura can only be communicated by the central executive body.

§ 136. If anyone who has the drawing right of section 135 has concluded an agreement or undertaking on behalf of the capital undertaking, this capital shall oblige, unless :

1) the Authorising Officer has acted in contravention of the limits of their powers laid down in this Act,

2) the Agreement or the indicnet falls outside of the capital ' s purpose and the capital undertaking to show that the third party knew or should know this, or

3) the drawing-entitled character has exceeded its authority or has significantly overridden the interests of the company and the third party known or should know this.

Paragraph 2. The publication of the statutory provisions of the capital undertaking in the IT system of the Commercial Management System is not in itself sufficient evidence of the provisions of paragraph 1 of this Article. 1, no. 2.

§ 137. Where the choice or appointment of members of the management of a capital company announced in the IT system in the Commercial Management System in accordance with section 14, the absence of the choice or nomination may not be invoked against a third party, unless the capital undertaking is not invoked ; reimburcius that this known inadequa.

Desalutation of management members

§ 138. Members of the management of a company ' s management may be paid in a fixed or variable charge. The fee shall not exceed what is regarded as normal according to the nature of the profession and the scope of the work, as well as what may be considered to be defensible in relation to the company's holdings and, in parent companies, the economic position of the group.

Paragraph 2. If a capital company is bankrupt, members of the Management Group, even though they have been in good faith, shall pay back what they have been paid during the last five years in a variable charge, provided that the capital company was insolvent, as the variable remuneration is : was determined.

§ 139. Before a stock company which shares shares in trade in a regulated market or a multilateral trade facility, a specific agreement on the incentive remuneration of a member of the company ' s management shall have the upper management body of the holding of the holding of the company, provide general guidance on the incentive compensation of the company ' s company ' s management of the capital company. The guidelines shall be dealt with and approved on the general assembly of the Capital Company.

Paragraph 2. If the General Assembly has approved guidelines for the company ' s incentive to pay the company management, cf. paragraph Paragraph 1 shall include in the company ' s statutes a provision which illus the adoption of such guidelines. The inclusion of the provisions of the provisions of the Staff Regulations does not require a separate adoption of the General Assembly The guidelines must, after the approval of the General Assembly, be published as soon as possible on the company's website, stating the date of approval of the guidelines by the General Assembly.

Paragraph 3. Accrual incentive agreements, cf. paragraph 1 may be concluded at the earliest, the day after the approved guidelines have been published on the company website, cf. paragraph 2. The conclusion of specific incentive agreements shall be respected by the applicable approved guidelines.

Paragraph 4. Paraguation 1 to 3 shall apply by analoging to agreements extending or amending existing specific agreements on the incentive remuneration of members of the company management.

Meals and policies for the under-represented sex

§ 139 a. In a governmental limited company, companies that have capital shares, debt instruments or other securities admitted to trade in a regulated market in an EU/EEA country, and in large capital companies, cf. paragraph 2, must

1) the head of the executive body shall set out the target figures for the proportion of the under-represented sex in the executive executive and

2) the central executive body shall compile a policy to increase the proportion of the underrepresented sex on the other management levels of the capital undertaking, cf. however, paragraph 1 4-7.

Paragraph 2. Large capital undertakings are companies that exceed two of the following criteria for 2 consecus for each other following financial years :

1) A balancesum of 156 million. kr.,

2) a net turnover of 313 million ; DKK and

3) an average number of full-time workers of 250.

Paragraph 3. For the calculation of the sizes referred to in paragraph 1, 2 shall consider section 7 (7) of the annual accounts. 3 and 4, use.

Paragraph 4. In the case of parent companies producing group accounts, it is sufficient to set the target figures and draw up a policy, cf. paragraph 1, for the group as a whole.

Paragraph 5. A subsidiary that is part of a group cannot fail to set out the target figures and formulate a policy, cf. paragraph 1 if the parent company sets out the target figures and draws up a policy for the overall group.

Paragraph 6. When measuring the target number, cf. paragraph 1, no. 1, public limited liability companies shall also be subject to section 11 (4). Two, on the equality of women and men.

Paragraph 7. In the case of capital undertakings which have employed fewer than 50 employees in the last financial year, no policy may be deviated to increase the proportion of the underrepresented sex in their other management levels, cf. paragraph 1, no. 2.

Chapter 8

Employee Representation

Corporate representation

§ 140. In the capital companies which have employed at least 35 employees in the last three years, the staff of the company shall have the right to select a number of members of the upper management body of the company and by alternates for these equivalent to half of the other management members. Employees in a company ' s foreign branch located in another EU/EEA country shall be regarded as employees of the company. However, the employees may always select at least 2 members and alternates for these. If the number of members that are to be selected by employees does not constitute a whole number, the upwards must be rounded.

Paragraph 2. Employees have the right to select a lower number of members and alternates if the number of employees is not able to select the number that employees are entitled to in accordance with paragraph 1. 1.

Corporate representation

§ 141. § 140 shall apply mutatis muctis to the employees of a Danish parent company, cf. sections 6 and 7, and its subsidiaries registered in Denmark, and their foreign branches located in an EU/EEA country.

Paragraph 2. Includes the parent company of § 140, employees in the parent company have the right to choose two members and alternates for these. The total number of members of the parent company ' s upper management body shall constitute half of the other members, however, at least 3 employee-elected members must be at least 3. Employees have the right to select a lower number of members and alternates if the number of employees is unable to select the number that employees are entitled to after 1. Act.

Paragraph 3. The General Assembly of the parent company may, with respect to the rules concerning cross-border fusion and fission in Chapter 16, and in the Law on SE companies, may decide that members of one or more foreign subsidiaries may enter the circle of electors and entitled. If the group has employees in Danish subsidiaries, these must always be able to select at least 1 representative. If employees in the Danish subsidiaries form more than 10%. of the total number of participation in the elections, they must be able to select at least 2 representatives. If no majority is obtained, cf. Section 142 of the scheme at group level, but the majority of the Danish subsidiaries are in favour of corporate representation, the employee representation scheme shall be regarded as approved by the employees of the Danish subsidiaries in such a way as to ensure that the group selection is carried out ; must be carried out in the Danish subsidiaries.

Elections of employee representatives

§ 142. Decisions on the choice of members to the top executive body in accordance with section 140 and 141 requires that at least half of the subsidiaries of the company ' s subsidiaries respectively of the subsidiary of the subsidiaries of the subsidiary companies, unless there is a consensus between management and staff ; not to carry out a vote on this subject. The decision shall be communicated to the executive executive in a manner that can be substantiated subsequently.

§ 143. The Danish Board of Direces may lay down rules on,

1) who is regarded as an employee in relation to employee representation,

2) the calculation of the average number of employees in relation to section 140 and 141,

3) the detailed implementation of elections in accordance with section 140-142, including rules ensuring secret ballot ;

4) Whereas the possibility of specific provisions laid down pursuant to this paragraph may be deviated from the agreement between management and staff, including rules on the establishment of voluntary arrangements for employee representation and the central executive body ; access to the bylaws of the capital undertaking as a result of this ;

5) the information on the company ' s conditions, in capital companies and groups, where the members of the Board of Directors of sections 140 and 141 have been selected ;

6) protection in the recruitment of members of the members of the staff, including members elected in voluntary arrangements and the treatment of disputes thereto ;

7) the consequences of infringement of the rules laid down in the legislation and by rules issued by virtue of that ;

8) the owner book must also be accessible to a representative of the employees of companies and parent companies, where employees have not selected board members pursuant to sections 140 and 141, and

9) any notice of convening the General Assembly to the company ' s employees, respectively, where they have issued a notice to the board of directors to be held for the participation of staff.

Chapter 9

Review and scrutiny

Audit

§ 144. Where a capital undertaking is subject to the obligation to audit pursuant to the annual accounting law or any other legislation, or if the General Assembly decides that the annual accounts of the company must be reviewed, the General Assembly must elect one or more approved. the auditors and any other alternates for these. Decisions to this effect may be taken by a simple voting majority in accordance with section 105. It may also add other rights to appoint additional one or more auditors.

Paragraph 2. A capital owner may require the Danish Business Authority to further appoint an approved auditor to take part in the audit, together with the other auditors up to the next general assembly, if :

1) the shareholders who own at least one-tenth of the capital have voted in favour of an additional auditor in a general assembly where the choice of the auditor was on the agenda, and

2) the claim shall be made no later than two weeks after the meeting of the General Assembly.

Paragraph 3. The Danish Executive Board may appoint an auditor where a certificate of assurance does not have the required auditor and a member of the management or capital holder. The appointment shall be valid until a new auditor is elected by the General Assembly.

Paragraph 4. In the cases referred to in paragraph 1. 2 and 3 shall record the entry into the auditor without notification. The Danish Business Authority shall determine the remuneration for the appointed accountant. Costs of the statutory auditing of the company ' s annual accounts and so on shall be borne by the treasury, but shall be covered by the capital undertaking.

Paragraph 5. If the auditor is required to declare a company ' s conditions, the auditor shall be subject to the rights and obligations arising from this law, unless specific distinction is made between the general-assembly selected auditors selected in order to revise the annual accounts, cf. paragraph 1, and other accountants.

§ 145. A subsidiary of a group under the annual accounting law where the parent undertaking is a public limited liability company or a company whose transferable securities are engaged in trade in a regulated market must as far as possible select the same auditor who is selected by the parent undertaking ' s general assembly. If this is not possible, the subsidiary shall, as far as possible, select an auditor who is a collaborator with the accountant who is elected by the parent company.

§ 146. The accountant can be set aside by the one who has selected the accountant. An auditor selected to review the annual accounts of the company in accordance with section 144 can only be placed on the market before the end of the term, if a reasonable condition is given cause for this.

Paragraph 2. Subway a General Assembly-General accountant, cf. section 144, paragraph 1. 1, or the audit shall be terminated in the other way before the auditor's office expires, the auditor shall notify this to the Corporate Authority as soon as possible. The notification shall be accompanied by a complete explanation of the cause of the termination of the business, if the termination or termination of the consignment has been taken before the end of the business. In companies that have securities admitted to trading in a regulated market, a general-assembly selected auditor shall also notify the market of its resignation as soon as possible on the market in accordance with the rules of the securities trading slots.

Paragraph 3. Subset the company ' s auditor who is selected to modify the company ' s annual accounts, cf. section 144, paragraph 1. 1 or terminate the operation in a different way, cf. paragraph 1, and there is no alternate to enter in his place, the central executive body shall immediately have the opening of the new auditor in accordance with section 144 (4). 1. Exceptional general assembly shall be convened for this purpose within two weeks of the resignation of the company. However, in public limited liability companies and companies whose transferable securities are admitted to trading in a regulated market, the call must be made, within eight days of the resignation of the undertaking, the undertaking.

147. The company ' s auditor who is selected to change the annual accounts of the company, cf. section 144, paragraph 1. 1, shall comply with the requirements relating to the review which the General Assembly shall make, insofar as they are not contrary to law, to the company ' s statutes or to good auditing practices.

Paragraph 2. The audit shall also ensure that the company ' s management complies with its obligations to draw up rules of procedure and to establish and conduct books, records and protocols, as well as on the rules on submission and signing of the review protocol ; complied with.

Paragraph 3. Confederal auditor to claim requirements pursuant to paragraph 1. In the case of the General Assembly, the accountant shall issue a separate declaration on this subject to the general assembly, unless the annual report is approved by the General Assembly in the review of the annual report.

148. Amendments to the auditor selected pursuant to section 144 shall be registered in the IT system of the Commercial Management Agency or notified to the management board, cf. § 9. If change occurs before the end of the term, the provision in section 10 (1) shall apply. 2.

§ 149. The auditor may require the members of the company ' s management to require the information that may be considered to be relevant to the assessment of the company and, if the company is a parent company, its group, cf. § 7. The same applies to members of the management of a Danish company that is subsidiary of a group in accordance with the annual accounts bill.

Grantion

§ 150. A capital owner may, on the ordinary meeting of the General Assembly or on a General Assembly, where the subject is put on the agenda, propose a review of the company's foundation or of the company ' s management or of the company ' s administration or of the certain accounts. If the proposal is adopted by simple majority voting, the General Assembly will select one or more grenade launchmen.

Paragraph 2. However, the proposal does not adopt the proposal, but it achieves the agreement of capital owners representing 25%. in the case of the company capital, a capital owner may, within four weeks of the meeting of the General Assembly, request the shifling of the company ' s home office to appoint a shell casing of the pomegranate. The shifter shall give the company ' s management and any general-assembly elected auditor selected to review the annual accounts of the company, cf. section 144, paragraph 1. 1 and, if appropriate, the position of the request, if any, access to its decision before the court takes its decision. The request shall be taken only if the probate finds it sufficiently justified. The court determines the number of shraping men. The decisions of the shifter shall be the subject of dearly beloved.

Paragraph 3. The provisions relating to the independence of the auditor Act of Article 24 shall apply mutatis muc-only after paragraph 1. One and two.

§ 151. The auditing man may require the information which may be considered to be relevant to the assessment of the company and, if the company is a parent company, its group, in accordance with the annual accounts bill. The same applies to the management of a Danish company that is subsidiary of a group in accordance with the annual accounts bill.

§ 152. The grant men shall submit a written report to the General Assembly and shall be entitled to receive the remuneration of the company. If the scrubs have been appointed by the court, the remuneration will be determined by the remuneration of this.

Paragraph 2. No later than eight days before the General Assembly, the report by the auditing men shall be made available to the capital owners for inspection purposes.

Chapter 10

Capital increases

§ 153. Capital equity capital may be achieved by :

1) drawing of new capital shares,

2) transfer of the company ' s reserves for company capital at the time of the fund, or

3) the issue of convertible debt letters or warrants.

Paragraph 2. New capital shares cannot be drawn under or on a subheading.

General Assembly Resolution on Capital Increase

§ 154. The General Assembly shall decide on the increase in the company chapter in accordance with the rules laid down in this Chapter.

Paragraph 2. Decisions pursuant to paragraph 1. 1 shall be taken by the voting majority required for the amendment of the Staff Regulations.

§ 155. The General Assembly may, by the provision of the Staff Regulations, possess the central executive body to increase the company capital. Authorisation may be granted for one or more periods of up to five years at a time.

Paragraph 2. The General Assembly may, in addition, by provision in the statutes of the Staff Regulations, the central executive body may issue convertible debt letters or warrants, cf. section 169, if at the same time empowers the central executive body to make the corresponding capital increase, cf. paragraph 1. the authority can be granted for one or more periods of up to five years at a time.

Paragraph 3. By the authority of paragraph 1, 1 and 2 must be specified by the statutes ;

1) the method of increase, as indicated in this Chapter, relating to the authorization ;

2) the date of termination of the period referred to in paragraph 1. Paragraph 1 or paragraph 1. TWO, TWO. pkt.,

3) the highest amount by which the central executive body may increase capital, as well as :

4) provisions relating to the conditions laid down in section 158, no. 2, 6, 7, and 10-12.

Paragraph 4. If the increase in whole or in part is to be carried out in any other way other than in cash deposits, this must be stated in the statutes. In addition, information on the decision of the Joint Assembly shall be informed of any deviations from the foregoing of the previous capital owners, cf. § 162.

Procedural requirements for capital increases

§ 156. Proposals for a capital increase must be made available to shareholders, cf. in private companies. ~ § 98 and 99, and presented at the General Assembly.

Paragraph 2. If the annual report for the last financial year is not to be dealt with at the same meeting of the same general assembly, the following documents shall be provided in a stock company :

1) The latest approved annual report,

2) a report from the central management body of the company which, to the extent that it may not be detrimental to the company, must provide information on the events of major importance for the company ' s position, which has been taken after the submission of the undertaking ; the annual report, and

3) a statement issued by the undertaking ' s auditor on the report by the central executive agency if the company ' s annual accounts and so on are subject to the audit obligation following the annual accounting law or other legislation.

Paragraph 3. If the decision to increase the increase in capital is to be taken by the general assembly, the shareholders may decide to derogate from paragraph 1. If the decision on the capital increase is to be taken by the central executive agency, after the prior authorisation of the General Assembly, see it in. section 155, find paragraph. 2 mutatis mutilation shall be equivalent to the use of the authorization by the central management body. However, the central executive body may take a decision on the derogation from paragraph 1. 2, unless the General Assembly in connection with the notification of the authorization to the central executive body has taken a decision that the procedural requirements in accordance with paragraph 1 shall be taken. 2 is not permitted to be deviated.

The call for the call

§ 157. The introduction to the general assembly in relation to the capital increases in limited liability companies shall contain information on the right of the right of entry to shareholders or others, as well as information on how to deal with the drawing-entitled character of the drawing-entitled character, if they are to be taken into account ; will availing themselves of their drawing rights.

Paragraph 2. If there is a derogation from the shareholder ' s right of action, cf. Section 162 must indicate the reason for this, as well as the reasons for the proposed drawing-course.

Paragraph 3. Paragraph 1 and 2 may be deselected by shareholders.

Decision content

§ 158. Decision on the increase in the company chapter by drawing up new capital shares shall indicate :

1) the minimum and maximum amount to which the self-creation chapter must be increased,

2) whether partial payment may be made,

3) the size or number of shares of capital,

4) when the new capital shares provide rights to the benefits and other rights of the capital undertaking ;

5) the estimated cost of the increase to be paid by the capital undertaking,

6) the class for which the new capital shares are to belong, if there is or shall be different classes,

7) the right of capital or other people ' s right of action, as well as any reduction in the right of the new capital owner for future increases, in accordance with the requirements of the new capital. § 162,

8) the drawing-up period and a period of at least two weeks from the date of dispatch of the notification to the capital owners, in the case of capital owners, to use the right of drawing up of the right of entry ;

9) the period of payment of the capital shares and, where the distribution is not left to the central leagment body, the rules for distribution by drawing up the capital units not drawn on the basis of the right of approval,

10) any restrictions on the transferability of the new capital, or the duty of the new capital owners, to allow their holdings to cash in,

11) on the new capital shares, the statements are in the form of statements, and

12) Whether the new shares are to sound on the name or the gardening of the new stock.

§ 159. If the company ' s central management body exploits a power to increase capital by drawing up new capital shares notified under section 155, the decision shall indicate :

1) the minimum and maximum amount of the company capital must be increased by,

2) the size or number of shares of capital,

3) when the new capital shares provide rights to the benefits and other rights of the capital undertaking ;

4) the estimated cost of the increase to be paid by the capital undertaking,

5) the drawing-up period and a period of at least two weeks from the date of dispatch of the notification to the capital owners, in the case of capital owners, to use the right of drawing up of the right of entry ;

6) the deadline for the payment of capital shares and the rules for distribution by drawing up the capital units not drawn on the basis of the right of entry ;

7) whether the new capital shares may be recovered in any value other than cash, cf. § 160, or

8) whether the new capital shares may be recovered in the conversion of debt, cf. § 161.

Paragraph 2. For the decision of the central executive body, Paragraph 163 and 164 shall apply mutatis mutis.

Paragraph 3. The central executive body may make the changes to the statutes, which are a consequence of the increase in capital.

Payment in values or in the conversion of debts

§ 160. Where new capital shares may be paid in other values other than cash, the increase in the resolution shall include provisions to this effect and an assessment report shall be drawn up, cf. § § 36 and 37. If the central executive body shall draw up a declaration in accordance with the rules laid down in section 38 (3), 2, it is not the duty to collect the assessment report by deposits of assets as referred to in section 38 (3). 1. The central executive body shall publish the Declaration in the IT system ' s IT system within two weeks of the decision on the deposit, cf. Section 9 (1). 3. The balance after paragraph 36 (3). 3, drawn up as a take-over balance for the company being inherited.

§ 161. Where new capital shares may be paid in the conversion of debts, the increase in the resolution shall include the provisions accordingly.

Paragraph 2. The central executive body must account for the reason and the time of the debt foundation and the reasons for the conversion of the draft.

Paragraph 3. In limited liability companies, the statement and any further prepared documents shall be made available to the shareholders, cf. ~ § 98 and 99, and presented at the General Assembly.

Paragraph 4. Paragraph 2 may be deviated from the capital owners.

Paragraph 5. The requirement of paragraph 1. 3, in agreement, may be deselected by shareholders.

Right of relationship drawing

§ 162. In the case of any cash increase in the company capital, the capital owners have the right to a proportionate drawing of the new capital shares. The condomination may provide that the right of drawing cannot be transferred to a third party.

Paragraph 2. The General Assembly may, by the same majority, as required for the review of the Staff Regulations, cf. Section 106, decide to derogate from the right of drawing, cf. paragraph One for the benefit of others.

Paragraph 3. Where there are several classes of shareholdings for which the right to vote or the right to yield or the right of the company ' s funds are different, the capital owners may be attributed to the capital owners in these classes the right to draw capital units before for their own class. The capital owners in the other classes may then, in such cases, be able to exercise their right of conformity in accordance with paragraph 1. 1.

Paragraph 4. The General Assembly may, by the same majority, as required for the review of the Staff Regulations, cf. Section 106, decide to derogate from the right of drawing, cf. paragraph 1 and 3, in favour of employees of the company or its subsidiary. By the same majority, the General Assembly may set a favour for the capital shares offered to employees.

Paragraph 5. However, the General Assembly may only determine greater deviations from the right of ownership of the capital than indicated in the call, provided that the capital owners in the event of a deterioration in the ancitation of which are affected shall be concoction.

Paragraph 6. If there are multiple capital classes in the company, a decision that leads to a shift in the legal relationship between classes is valid only if it is attracted by capital owners who own at least 2/3 of the part of the capital of the capital whose legal position is based ; deteriorating and participating in the general assembly.

Drawing of new capital shares

§ 163. Drawing of new capital shares must be made in writing.

Paragraph 2. In the case of drawing, the statutes and documents referred to in section 156 must be presented unless it is decided that they are not to be prepared, cf. section 156 (4). The capital drawing of the provisions of section 160 and 161 shall be presented in the drawing-up of the documents referred to in Article 161, unless it is decided that they are not to be produced.

Paragraph 3. In accordance with the rules on invocation to the general assembly, capital owners shall be subject to notification of the possibility of drawing and the time limit for the exercise of the right of action. In private companies, where all shareholders are known, individual shareholders may be informed in writing.

§ 164. The decision on the rules of association, which presupts a capital increase, falls if the minimum amount of the capital increase is not drawn within the time limit laid down in the Decision. What has been paid for the capital must, in such cases, be repaid as soon as possible.

Issue of Fund shares

§ 165. The capital undertaking may issue a contribution by transferring the amount to the company capital, which, within the latest approved annual report, is listed as :

1) any profit or

2) reserves with the exception of the reserve pursuant to section 35 (a and 35 (a) of the annual accounts law, cf. however, paragraph 1 2.

Paragraph 2. In addition, the company may be used to issue a fund

1) surpluses in the current financial year if the amount is not distributed, consumed or bound, or

2) free reserves which have occurred or been released during the current financial year.

Paragraph 3. Decision pursuant to paragraph 1. 1 and 2 shall indicate the amount of the amount, the capitl capital, and the size or quantity of the capital shares. section 158 (3). 1, no. 3, no. 6 and 7. 9-11 shall apply mutatis muth.

Paragraph 4. The capital increase cannot be completed until the decision is registered.

Paragraph 5. Where the stock increase has not been registered or reported for registration no later than 12 months after the decision, the decision on the capital increase and the subsequent amendments to the Staff Regulations shall be the subject of the amendment.

§ 166. If, after registration of a fund increase in the course of three years after the registration of a fund increase without all the capital shares being transferred to the legitimate undertakings, the central management body of the holding of capital may be called upon by the establishment in the Occupion Management Board, call upon it or in the case of the other within six months, to pick up the other units.

Paragraph 2. When the period referred to in paragraph 1 has expired without recourse to the central management body of the capital ' s expense of the capital shares, through a securities trading, cf. Section 4 (4). 1, in the Act on securities trading, etc. In the sales language, the company may deduct the costs of the notice and the disposal. If the sales language is not retrieved within three years of the Disposal Disposal, the amount of the capital shall be added to the financial undertaking.

Examination of convertible debt letters and warrants

§ 167. The General Assembly may, by the majority required for the amendment of the Staff Regulations, decide to issue convertible debt letters or warrants if it is at the same time deciding on the capital increase to be associated with it. § 154.

Paragraph 2. The decision-making by the General Assembly shall include the procedures for the issue, including the maximum amount of the capital increase to be drawn on the basis of the securities, and to which class the new capital shares should be heard.

Paragraph 3. The decision by the General Assembly pursuant to paragraph 1. 1 shall also take a position on the legal position of the beneficiary, if the General Assembly decides on one or more of the following conditions before the consignee has converted the debt letter or the use of an assigned warrant :

1) Capital Increase,

2) capital reduction,

3) the issue of new warrants,

4) the issue of new convertible debt letters,

5) solution,

6) fusion, or

7) division.

Paragraph 4. The terms of the meeting of the General Assembly pursuant to paragraph 1. 2 and 3 must be reported to the consignee of convertible debt letters or warrants.

§ 168. The General Assembly's resolution, according to section 167, must be included in its entirety in the statutes. Where the deadline for drawing up the capital increase has expired, the central management body of the company may delete the provision.

§ 169. The central executive body may, according to the authority, cf. section 155 (5). 2, take a decision on the issue of convertible debt letters or warrants.

Paragraph 2. The decision of the central executive body shall include the procedures for the issue, including :

1) the maximum amount of the increase in capital to be drawn on the basis of the securities,

2) the class for which the new capital shares are to belong ;

3) the time limit for drawing shares and a period of at least two weeks from the date of dispatch of the notification to the capital owners in respect of the capital owners to use the right of drawing up ;

4) the time of entry into the rights of time ;

5) the time limit for payment and

6) the size or number of shares of capital and of the drawing-line.

Paragraph 3. The central executive body shall in its decision to be taken in accordance with paragraph 1. 1 shall also take a position on the legal position of the beneficiary, if the following conditions are carried out before the consignee has converted the debt letter or utilised by the beneficiary :

1) Capital Increase,

2) capital reduction,

3) the issue of new warrants,

4) the issue of new convertible debt letters,

5) solution,

6) fusion, or

7) division.

Paragraph 4. The terms of the decision taken by the central executive body in accordance with paragraph 1. The authority of 2 and 3, as well as the authority of the central executive body, cf. section 155 (5). 2, must be reported to the consignee of convertible debt letters or warrants.

Paragraph 5. At the central executive board's decision on capital increases as a result of conversion of convertible debt letters or under the use of warrants, section 159 shall apply mutatis mutilation.

§ 170. The decision by the central executive body pursuant to section 169 shall be incorporated in its entirety in the statutes. The central executive body can make the changes to the statutes, which are a consequence of the resolution.

§ 171. Where the amount paid for a debt note is less than the equivalent amount of the capital or capital shares to which the debt debt is retraded, the remaining amount shall be paid in accordance with section 33 in part ; the payment of capital or covered by the part of the company ' s own funds, which may be used for profit.

Conditions for the conversion of convertible debt in a securities central

§ 172. The Management Board may lay down rules on :

1) the conditions for the registration of convertible debt in a securities central,

2) the submission of information to a securities centre ;

3) the undertaking must bear all the costs of the issue of convertible debt through a securities centre and by convertible debt-writing and storage, etc. in an account institution, and

4) section 63 applies mutatis muthisis to convertible debt letters.

Notification of capital increase

§ 173. Registration or notification to register the meeting of the General Assembly or the central executive body on the increase in capital in accordance with the rules laid down in this Chapter shall be received within two weeks of the deadline for the period for which : the payment of the capital shares has expired or has been paid.

Paragraph 2. Registration or notification to record the decision of the General Assembly or the central executive body for the issue of convertible debt letters or warrants and the corresponding memorandum of association, cf. section 168 and 170 shall be received in the Danish Agency for the Administrative Board within two weeks of the decision.

§ 174. Registration or notification to record the implementation of a capital increase cannot be registered until the company capital and any rate of return on which it shall be paid under this law, cf. Section 33, or the Statutes, have been paid.

Paragraph 2. The new capital shares offer the right to benefit and other rights in the capital undertaking at the time of the registration of the capital increase, unless otherwise specified in the increase in the resolution. However, the rights shall be entered within 12 months of the registration.

Paragraph 3. Where registration has taken place, the society chapter shall be considered to have been increased by the total value of the capital increase.

§ 175. The central executive body shall register or notify no later than four weeks after the end of each financial year at the end of each financial year, where large capital increases have been made in the year, if :

1) drawing of capital units shall be made on the basis of convertible debt letters or warrants,

2) the time limit for the drawing up in the decision is longer than 12 months and

3) the minimum amount of the capital increase has been drawn and paid, cf. § 33.

Paragraph 2. The central executive body may make the changes to the statutes which are a necessary consequence of the increase in capital.

Paragraph 3. Is registration or notification pursuant to paragraph 1. 1 not received in the Enterprise Management Board no later than four weeks after the expiry of the drawing-stamp or refusal of registration, the amount already paid shall be recovered, cf. Section 177, paragraph 1. 3.

§ 176. When the conversion of convertible debt letters or the utilisation of warrants has expired, the central executive body shall register or report to the Danish Business Authority as soon as possible, where large amounts of debt-issued convertible debt letters, How many warrants have been switched to capital units. If the utilisation period is longer than 12 months, the central executive body shall carry out registration or notification under the rules in § 175.

Paragraph 2. The central executive body may make the changes to the statutes which are a necessary consequence of the increase in capital.

Disposal of a capital increase

SECTION 177. The resolution on the capital increase will lapse if registration is denied.

Paragraph 2. The decision shall also lapses if registration has not been received or notification not received no later than 12 months after the decision.

Paragraph 3. If a decision on a capital increase is not recorded, payments already collected without deduction of costs should be repaid as soon as possible, and other values other than cash must be returned as soon as possible.

Exchangeable debt relief

§ 178. The General Assembly may by a simple majority, cf. Section 105, take a decision on the admission of loans against the issuance of debt letters with the right to interest, the size or part of which is dependent on the yield, the capital shares of the capital undertaking, or of the year's profit.

Paragraph 2. The General Assembly may also, in addition, possess the central executive body to accept loans under paragraph 1. 1. the authority can be granted for one or more periods of up to five years at a time.

Chapter 11

Capital departure

§ 179. The distribution of the company's funds to capital owners can only take place

1) as a return on the basis of the most recently approved annual accounts, cf. § 180,

2) as an extraordinary yield, cf. § § 182 and 183,

3) as an encoding in the case of a reduction in the company chapter, cf. § § 185-193, or

4) as an encoding in connection with the solution of the company, cf. Chapter 14.

Paragraph 2. The company ' s central management body is responsible for the fact that distribution does not exceed what is justifiable, taking into account the company's company and in the parent companies, the economic position, and shall not harm the company or its creditors ; cf. § 115, no. 5, and § 116, nr. The central executive body is also responsible for the provision of cover for the corporate capital and the reserves under law or in accordance with the provisions of the distribution.

Epidation of ordinary yield

§ 180. The General Assembly shall decide on the allocation of the amount available according to the annual accounts, on the basis of the yield of yield. The General Assembly shall not decide on the encoding of higher returns than proposed or entered in the centre of the company ' s central management body.

Paragraph 2. As a result, free reserves may be used only by means of a total of the amounts which are listed in the company ' s most recent annual accounts as transferred surpluses and reserves which are not bound by law or statutes, with deduction of a deduction of a deficit.

§ 181. If a yield payment is made in other values other than cash, an assessment report shall be drawn up, cf. § § 36 and 37. The statement of the evaluation man shall state that the amount of the yield shall be at least equal to the employee value of the values other than cash being made available. The balance after paragraph 36 (3). 3, shall be drawn up as a take-over balance for the transferor ' s activities. If the central executive body shall draw up and submit a declaration in accordance with the rules laid down in section 38 (3), 2, it is not the duty to catch up to the assessment report in the encoding of assets referred to in section 38 (3). 1. The central executive body shall publish the Declaration in the IT system ' s IT system within two weeks of the decision on the decision on the outlet in accordance with the decision on the outlet. Section 9 (1). 3.

Extraction of extraordinary yield

§ 182. The General Assembly may decide on the encoding of extraordinarily divident when the company has submitted its first annual report. The General Assembly must not decide on the encoding of higher extraordinarily dividentices than proposed or acceding to the central management body of the company.

Paragraph 2. The General Assembly may, after the first annual accounts, be able to decide on the engravation of extraordinary yield after the first annual accounts are decided upon. Authorisation may include economic and time restrictions.

Paragraph 3. The extraordinarily dividentacular yields Paraguants 1 and 2 may only be used funds covered by section 180 (1). 2, as well as earned surpluses and free reserves which have occurred or been released after the period which is no later than an annual report, unless the amount is unloaded, consumed or bound.

§ 183. In private companies, a decision on the encoding of extraordinarily dividends is always accompanied by a balance. The central management body assesses whether it is justifiable to acknowledge the balance of the latest annual report or whether a balance sheet has to be drawn up which shows that sufficient funds are available for the distribution, cf. however, paragraph 1 2.

Paragraph 2. Notwithstanding paragraph 1 1, where the decision on extraordinarily dividends is taken more than six months after the balance of the last year of balance in the company ' s latest annual report, a balance sheet has always been drawn up which shows that adequate resources are available ; available to the department.

Paragraph 3. In the event of an undertaking, the central management body shall assess the decision to be taken pursuant to paragraph 1. 1 shall be accompanied by a balance. However, in the case of a party where the decision on extraordinating extraordinarily dividences is taken more than six months after the balance of the company ' s latest approved annual report, a balance sheet must always be drawn up which show that there is sufficient adequacular ; funds available for the distribution.

Paragraph 4. Where a balance is drawn up in accordance with paragraph 1. 1 3, the balance sheet must be reviewed by the auditor, provided that the company is subject to the obligation to audit. The balance must be drawn up according to the rules to which the capital company draws up its annual report. The balance sheet must not have a balance sheet more than six months prior to the decision on the encoding of extraordinarily dividente-use.

Paragraph 5. If an extraction of extraordinarily yields in other values other than cash, an assessment report shall be drawn up, cf. § § 36 and 37. The statement of the evaluation man shall state that the amount of the yield shall be at least equal to the employee value of the non-cash value or the amount of cash that is being made. If the central executive body shall draw up and submit a declaration in accordance with the rules laid down in section 38 (3), 2, it is not the duty to catch up to the assessment report in the encoding of assets referred to in section 38 (3). 1. The central executive body shall publish the declaration in the IT system ' s IT system within two weeks of the decision on encoding, in accordance with the decision to be made, cf. Section 9 (1). 3. The balance after paragraph 36 (3). 3, shall be drawn up as a take-over balance for the transferor ' s activities.

Paragraph 6. The decision of the central executive body on the extraction of extraordinarily dividend shall be recorded in the Minutes. The balance or balance sheet for the last financial year shall be included in the Protocol as an Annex to the decision taken.

Special information obligations on yield

§ 184. A stock company subject to rules issued under Chapter 8 of the securities trade law and so on shall not make the distribution of the company ' s funds, cf. Section 179, to the tenderer or his presence in the first 12 months following the implementation of the takeover of the company.

Paragraph 2. Notwithstanding paragraph 1 However, if the tenderer has informed of the enclosure and the terms thereof for the tender document to be drawn up in accordance with the rules on securities trading, etc. Information must not be provided, however, the encoding does not exceed the overall improvement of the company ' s financial position after the time of takeover, and if the claim was not a calculator for the tenderer in the preparation of the tender document.

Decision on capital reduction

§ 185. The provisions of section 156 on the procedure for capital increases shall apply mutatis mueses to decisions on capital reduction in limited liability companies.

§ 186. The decision to reduce the company chapter shall be taken by the general assembly of the ballot box required for the amendment of the Staff Regulations.

§ 187. In the event of a party, the general assembly of the Staff Regulations shall be such as to enable the central executive body to carry out a capital reduction until a certain amount.

Paragraph 2. Notification to creditors, cf. Section 192 shall be published within two weeks of the central executive body decision to take advantage of the authorization.

§ 188. The decision on capital reduction shall specify the amount by which the self-defense capital is reduced and the amount of the aid to be used for the purpose of :

1) Coverage of deficits,

2) payment to capital owners, or

3) provision for a special reserve.

Paragraph 2. It must be stated in the decision indicating a possible exchange rate if the payment of the capital of the capital is to be carried out with a higher amount than the reduction amount.

Paragraph 3. Only capital reductions for disbursement or payment to a special reserve, cf. paragraph 1, no. 2 and 3, may be subject to a subheading.

§ 189. The General Assembly may decide only on the application of the reduction in payment to the capital owners or to the submission of a special reserve, cf. § 188, paragraph 1. 1, no. 2 and 3, provided that the central leadership of the company provides or approves such proposals.

Paragraph 2. If a capital reduction is to be applied, 1 to a lower rate than the due by capital, the remaining amount shall be transferred up to the return of the capital shares to the free reserves of the company.

§ 190. The decision-making date must be carried out in accordance with the assessment report. sections 36 and 37 if a capital reduction takes place to the capital owners in the encoding of other values other than cash.

Paragraph 2. The declaration in the assessment report, cf. § 36, paragraph. 1, no. 4, shall indicate that the capital reduction with a supplement to the decision-making at least corresponds to the employee value of the non-cash value or the amount of cash that is being made available. The balance after paragraph 36 (3). 3, shall be drawn up as a take-over balance for the transferor ' s activities. If the central executive body shall draw up and submit a declaration in accordance with the rules laid down in section 38 (3), 2, it is not the duty to catch up to the assessment report in the release of assets in accordance with section 38 (3). 1. The central executive body shall publish the Declaration in the IT system ' s IT system within two weeks of the decision on the decision on the outlet in accordance with the decision on the outlet. Section 9 (1). 3.

Notification of capital reduction

§ 191. A decision on a capital reduction shall be registered or reported for registration, cf. section 9, no later than two weeks after the decision has been taken. The decision shall lose its validity if it is not registered or notified to register in the Business Authority within this time limit.

Creditors for creditors

§ 192. The creditors of the capital undertaking shall be subject to a capital reduction in payment to the capital owners or to the provision of special reserve, cf. § 188, paragraph 1. 1, no. 2 and 3 calls for the notification of their requirements to the company within a period of four weeks. This is done by the registration and publication of the central management body by the Corporate Management Board to reduce the corporate chapter.

Paragraph 2. The creditors shall not be called upon to the creditors in accordance with paragraph 1. 1 if, at the same time, the capital shall be increased by drawing at least the same nominal amount, with an addendum as the reduction amount.

Transposition of the capital reduction

§ 193. When the creditors ' deadline for notification of the capital undertaking have expired, cf. Article 192, the central executive body may decide to apply the capital reduction to the payment to capital owners or to refer to a special reserve if it is justifiable to implement the capital reduction, cf. § 115, no. 5, section 116, no. 5, and section 118 (1). TWO, TWO. pkt., cf. however, paragraph 1 4.

Paragraph 2. 4 weeks after the creditor ' s deadline for notification of the capital undertaking has expired, the Danish Business Authority may register without notice that the capital reduction for payment to the capital owners or the submission of a special reserve shall be : completed, unless the company has registered or reported to the registration that the decision on the capital reduction shall be cancelled, cf. paragraph 3, or that the reduction of capital shall only be implemented by means of a subsequent registration or notification to the Acquidicial Board, cf. paragraph 4 and 5. The Danish Board of Directions may provide for certain amendments to the capital undertaking following the registration of the decision on capital reduction, cf. Article 191 means that the decision on the capital reduction shall be cancelled or that the capital reduction must be carried out by means of a subsequent registration or notification of registration to the Corporate Authority.

Paragraph 3. If a capital reduction in payment to the capital owners or to the provision of special reserve cannot be carried out in accordance with the published, cf. Article 192, or it is not justifiable to carry out the capital reduction, cf. § 115, no. 5, section 116, no. 5, and section 118 (1). TWO, TWO. PC shall, before the expiry of the time limit laid down in paragraph 1, the central executive body. TWO, ONE. a record, recording or reporting that the decision on capital reduction is cancelled.

Paragraph 4. A capital reduction in the payment of capital owners or special reserve shall not be carried out in the event of notification, overdue claims, and not on request, a reassuring security for unforfeit, or The Danish Agency shall decide on one of the parties ' request to ensure that an offer of security is considered to be reassuring.

Paragraph 5. A capital reduction in payment to capital owners or to refer to the special reserve shall be registered or reported for registration, cf. Article 9, at the latest at the end of the submission date of the annual report, which shall, at the latest 1 year after the decision on the capital reduction, shall enter the date of the decision on the capital reduction. If the deadline is to be overtaken, the decision to implement the capital reduction shall be lost.

Repayment

§ 194. Where payment to capital owners contravenes the provisions of this Act, they shall repay the amount, together with an annual interest rate equivalent to the interest rate fixed in accordance with section 5 (5). 1 and 2, in the interest of late payment, etc., with an addendum of 2%. However, in the case of repayment of dividentifully, this only applies if the capital owner realised or should have realised that the payment was illegal.

Paragraph 2. If the amount cannot be recovered or has the capital owner not repayable, those who have contributed to the decision on the disbursement or implementation of this or to the exhibition or approval of the incorrect accounting statement shall be those of the Member responsible for the general rules on compensation.

Almenhelpful Tasks

§ 195. The General Assembly may decide that, in the light of the intention of the present, its economic position and circumstances may be granted for the purpose of the gift, the company ' s economic position and circumstances may also be considered ; is considered reasonable. To the 1. Act. the purpose of the central executive body may be used by the central executive body, which in relation to the company ' s economic position is of little consequence.

Chapter 12

Own capital shares

Acquisitions of own shareholdings or pant holdings

§ 196. A capital undertaking can only acquire own share of capital that is fully paid. This can be done as well as to the pant.

Acquisitions of own shareholdings against remuneration

SECTION 197. If a capital undertaking acquires own share of capital against remuneration, the company may use only amounts which may be used for the purposes of the extraction of the yield, cf. § 180, paragraph 1. 2. The company ' s holdings of own capital shares shall be deducciated in the assessment of the requirements for the company capital, cf. Section 4 is complied with.

Paragraph 2. The authorised stock of own shares of capital shall be taken into account as a shareholding of a third party in his own name, but on the undertaking ' s account.

§ 198. Acquisitions of own capital against remuneration must only be carried out under the authority of the meeting of the Executive Board of the Capital Corporate Executive Agency, cf. However, section 199.

Paragraph 2. Authorisation may be granted only for a specified period of time which shall not exceed 5 years.

Paragraph 3. Authorisation must be specified

1) the maximum value of the capital shares, and

2) the minimum and maximum amount that the company may provide as payment for the capital shares.

§ 199. If it is necessary to avoid significant and threatening damage to a company capital, the central executive body may acquire the company ' s own share of capital against remuneration under section 196-198 without the general authority of the General Assembly.

Paragraph 2. The central executive body shall, if the capital undertaking in pursuance of paragraph 1, shall be carried out. 1 has acquired the capital shares, inform the former general assembly ;

1) background and purpose of the acquisitions acquired,

2) the number and value of the capital shares,

3) the proportion of the capital chapter acquired by the transferee, and

4) the remuneration of the capital shares.

$200. Regardless of section 196-198, a capital undertaking may acquire its own share capital ;

1) as part of a reduction in the society chapter in accordance with Chapter 11 ;

2) as part of the transition of property by fusion, fission and other universal success ;

3) to comply with a statutory obligation to provide for the undertaking, or

4) in the purchase of fully-paid holdings on foreclosure funds for the crediting of a claim which is attributed to the company.

the acquisition of holdings by data companies in parent undertakings

§ 201. section 196-200 shall apply mutatis mutilation to a subsidiary ' s acquisition to own or pant of shares in its parent company.

Acquired capital shares

202. Capital shares acquired without remuneration in accordance with section 196, and shares acquired in accordance with § 200 (s). 2-4, must be disposed of as soon as it can be done without prejudice to the capital undertaking, cf. however, paragraph 1 2.

Paragraph 2. This event shall be made no later than three years after the acquisition, unless the aggregate stock of the company ' s and its subsidiaries by the company ' s and its subsidiaries in the capital undertaking does not exceed the free reserves of the company.

§ 203. Capital shares acquired in the possession of Clause Section 196-201 shall be disposed of as soon as possible and within six months of the acquisition.

Paragraph 2. If the capital shares are acquired to the pant in violation of section 196-201, the pawning sentence shall be terminated as soon as possible and within six months of the acquisition.

204. Where capital shares are not disposed of in a timely manner in accordance with section 202 and 203, the central management body of the capital undertaking shall be anchored that the company chapter is reduced by the value of these capital holdings, cf. Chapter 11.

Drawing of own capital shares

205. A capital firm must not draw their own shares.

Paragraph 2. Chapters designed by a third party in their own name, but on the undertaking ' s account, shall be deemed to have been designated by the third party ' s own account.

Paragraph 3. Chapter shares drawn in the name of the company in breach of paragraph 1. Paragraph 1 shall be regarded as the sign of the founders or, in the case of an increase in the company capital, of the members of the company ' s management of its own account, and in such a way as to show a joint solidarity for the purchasing. However, this does not apply to founders or members of the company's management, which proves that they did not realise or should have realised that the drawing of the capital shares was illegal.

Paragraph 4. Paragraph 1 shall apply mutatis muth to the drawing of a company's drawing of shares in its parent undertaking. The capital shares in the parent undertaking shall be regarded as drawn by the subsidiary management, cf. paragraph 3.

Chapter 13

Financial assistance with a capital undertaking ' s own funds

Self-financing

206. A capital undertaking shall not directly or indirectly make available funds, provide loans or provide security for the acquisition of capital holdings in the company or in its parent undertaking, cf. however, paragraph 1 2 and sections 213 and 214.

Paragraph 2. Where the conditions laid down in paragraph Article 209 of the approval of the General Assembly of the General Assembly, requirements for the defence of the resolution, the exposition of the central management body and the usual market conditions, may, however, provide a capital undertaking, providing direct or indirect means of assistance, borrowing or providing security in the context of the third party's acquisition of capital shares in the company or in its parent company.

Paragraph 3. The principal executive agency of the capital undertaking shall ensure that a credit rating is carried out by the company receiving the financial assistance of the company, cf. paragraph 2.

207. The approval of the General Assembly shall be available before financial assistance may be granted pursuant to section 206 (2). 2. For the purposes of the meeting of the Joint Assembly, the central executive body of the company shall present a written statement to contain information on :

1) the background to the proposal for financial assistance,

2) the undertaking ' s interest in carrying out such a service ;

3) the conditions that are associated with implementation ;

4) an assessment of the consequences enacting by the encepts to the liquidity of the company and the solvency of the company, and

5) the price to be paid by third parties for the capital shares.

Paragraph 2. The approval decision of the General Assembly, cf. paragraph 1, shall be taken with the same majority required for the status of association, cf. § 106.

Paragraph 3. The decision, cf. paragraph 1, shall be published in the IT system of the Commercial Management System or received in the Danish Business Authority for publication, cf. section 9, no later than two weeks after the approval of the general assembly.

208. The total financial assistance of the capital undertaking for third parties in accordance with section 206 (2). 2, at no point must at any time exceed what is justifiable, taking into account the economic position of the company. In the case of a parent company, cf. Section 6 and 7, the total economic aid may not exceed what is justifiable, taking into account the economic position of the group. The capital undertaking may use only amounts which may be used for the purposes of the extraction of the yield, cf. § 180, paragraph 1. 2.

209. If a third party with financial assistance from a capital undertaking, cf. § 206, paragraph 1. 2, acquire capital shares in the company shall benefit from the financial assistance provided in the usual market conditions. Similarly, if a third party accounts for the capital units, cf. § 162, as part of an increase in the subscribed capital.

Financial assistance to parent companies, capital owners, management members and so on.

-210. A capital undertaking shall not directly or indirectly make available funds, provide loans or provide security to capital owners or management of the company, cf. however, sections 211-214. Similarly, in relation to capital owners or management in the company's parent company and in other undertakings other than parent companies, which have a firm influence over the company. 1. Act. are also applicable to persons associated with a person who is subject to 1. or 2. Act. by marriage, in relation to relative up or descending lines, or as in any other way, the person concerned is particularly close.

Paragraph 2. However, a capital undertaking may, irrespective of paragraph 1, Paragraph 1 shall provide it in paragraph 1. 1 Economic assistance referred to in the case of self-financing, cf. the rules in section 206-209.

§ 211. A capital undertaking may provide a direct or indirect means at its disposal, providing loans or providing security for the obligations of Danish and certain foreign parent undertakings.

Paragraph 2. The Danish Agency for the Management Board shall lay down detailed rules on which foreign parent undertakings are subject to paragraph 1. 1.

§ 212. By way of derogation from paragraph 210, a capital undertaking as part of an ordinary commercial outline, directly or indirectly, may grant loans or provide security to the person group referred to in section 210.

Derogation of financial institutions, etc.

§ 213. sections 206 and 210 shall not apply to financial institutions and mortgages given by a real credit institution.

Employees Exception

§ 214. sections 206 and 210 shall not apply to arrangements made in order to acquire the capital shares of or to the company or subsidiary of a subsidiary.

Paragraph 2. The Management Protocol of the central executive body shall make a comment on any provision covered by paragraph 1. 1.

Paragraph 3. Dispositions covered by paragraph 1. 1 may only be carried out by means which can be paid out in accordance with section 180.

Repayment

§ 215. If a financial company has provided financial assistance in violation of section 206 and 210, the amount shall be returned to the company, together with an annual interest rate of the interest rate fixed in section 5 (5). 1 and 2, in the interest of late payment, etc., with an appendix of 2 pct; unless higher interest rates are agreed.

Paragraph 2. Repayment may not be made, or if other economic aid may not be put to an end, the persons who have reached agreement on or maintain any arrangements in breach of sections 206 and 210 for the loss that the capital undertaking had to : be inferred.

Paragraph 3. Separation carried out in violation of section 206 and 210 shall be binding on the company, provided that the party did not know that the security had been lodged in breach of these provisions.

Chapter 14

SOLUSOLUSODs

Declaration by declaration

§ 216. In the capital companies in which all creditors are paid, the capital owner may issue a statement that debt, due as undue, has been paid and that it has been decided to dissolve the capital undertaking. The names and addresses of the capital owners must be specified in the declaration.

Paragraph 2. The Management Board may register only the solution if the declaration referred to in paragraph 1 is to be recorded. 1 has been received in the Management Board no later than two weeks after signing and enclosed a declaration of customs and tax administration to the effect that no tax and tax claims are available for the capital undertaking.

Paragraph 3. The company is disbandated when it is deleted from the register of active companies in the Corporate Management Register.

Paragraph 4. The capital owners shall be liable in person, of solidarity and unlimited debt, due to its infallification or disputed, which consisted at the time of the declaration of the declaration. To the extent that there is surplus funds, these are allocated to the capital owners.

Resolution of winding up winding-up proceedings

§ 217. The General Assembly shall decide on the voluntary solution of a capital undertaking by winding-up proceedings, provided that the other is not provided for in the legislation.

Paragraph 2. The decision shall be made by the majority required for amendment of the memorandum in accordance with the provisions of the Staff Regulations. § 106. In cases where the liquidation of liquidation is required by the law or the Danish company ' s statutes or by the Danish Agency for the Administrative Board, the decision shall be taken by a simple majority, cf. § 105.

Choice of the liquidator

§ 218. The General Assembly shall select one or more liquidators to make the liquidation of a company. During the period from decision on optional solution, cf. § 217, paragraph 1. 1, find section 229 (3). 1, mutatis mutilated use of management ' s conceptions to the selection of liquidator.

Paragraph 2. Capitalowners who own at least 25%. in the case of the company chapter, the right of the General Assembly shall choose a liquidator to perform the liquidation together with the other liquidators selected by the General Assembly.

§ 219. One or more liquidators will take place in the place of management. The regulations governing a company ' s management shall consider the necessary adjustments to be applied to one or more liquidators.

Paragraph 2. The Liquidator may at any time be disposed of by the person who has chosen or appointed the person concerned.

Paragraph 3. The provisions of this Act and the annual accounts bill for the clearance of accounts, audits, general meetings and the submission of annual reports to the Danish Business Authority shall apply mutatis mutandis to companies during winding-up proceedings, with the deviations resulting from : this chapter.

Notification of winding-up proceedings

§ 220. The Liquidator shall ensure that a decision to enter winding-up proceedings has been received by the Danish Agency for the Administrative Board within two weeks of the decision.

Paragraph 2. A party that is in winding-up shall retain its name with the addition ' in winding-up proceedings `. § 228, paragraph 1. 1 on registrations shall apply.

Paragraph 3. Where a capital undertaking has been decided to enter winding-up proceedings, no decision may be taken on the amendment of the registered conditions relating to the capital undertaking, except as follows :

1) Change of liquidator.

2) Change of the company's possible auditor, which is selected to change the annual accounts of the company and so on.

3) Capital upros.

4) Amendment of the statute as a result of a general assembly decision to amend a previous decision on the revision of the company ' s future annual accounts, etc., if the capital company is not subject to the annual accounting law, or other legislation, cf. § 88, paragraph. 1, no. 3.

5) The home address of the company ' s home address to the address of the liquidator, if it is not possible to contact the company at the site of the existing home address, or where the concrete circumstances are exceptionally in favour of it.

6) Recording, cf. § 231.

7) Fusion, cf. however, section 246 (2). 1, and section 247 (4). 1.

8) Splitting, cf. however, sections 264 and § 265 (3). 1.

9) Cross-border merger, cf. however, section 281 and § 282 (4). 1.

10) Cross-border division, cf. however, sections 301 and § 302 (1). 1.

Creditors for creditors

§ 221. Upon registration and publication in the IT system of the Commercial Management System, in accordance with section 220 (2), 1, the creditors of the company ' s creditors are called upon to report their claim to liquidator within three months of the date of its publication. The Liquidator shall, at the same time, be notified of the decision on winding-up proceedings pursuant to section 220 (2). 1, notify all the company's known creditors the decision.

Paragraph 2. The Liquidator may not have been included at the earliest when the 3-month period has been set in paragraph 1. 1 has expired.

Paragraph 3. Where a claim is not recognised as notified, the creditor shall be notified by registered letter or by means of notification, thereby being able to be substantiated by the same level of security. The creditor shall be informed that the issue must be submitted to the probate no later than four weeks after the letter, and so on, if the decision is to be contested.

Paragraph 4. Improvements to be notified after inhabited by the estate shall be covered by means which have not yet been made available to the capital owners.

Deviation of yield and liquidation language

§ 222. The capital owners may decide to enact the yield in a company in winding-up proceedings against the background of the latest approved annual report.

Paragraph 2. Extraction of dividending in accordance with paragraph 1. 1 shall be the result of the general rules on yield and extraordinarily divident in section 180 to 183 and 194.

§ 223. The liquidation of liquidation projects to capital owners may not be carried out until the time limit laid down in the publication referred to in section 221 (3). 1, the end and debt owed to known creditors has been paid, cf. however, paragraph 1 2.

Paragraph 2. Where reassuring security is lodged, a conto extraction may be carried out before the liquidation period is completed in cases where the proclamation period, cf. § 221, paragraph 1. 1, the expiry and the possible requirements of the creditors have been inexted. A conto extraction may be reclarepaid after section 194.

§ 224. When the settlement is completed, the general meeting may take the decision on final liquidation of the company. The Botherapy must not be completed before any disputes pursuant to section 221 (2) are to be disputed. THREE, TWO. Pkton, finally settled. The equivalent rate may be exceded sooner or after the end of the settlement, cf. however, section 223.

Paragraph 2. No later than two weeks after the final liquidation accounts have been approved by the capital owners, the liquidator notification shall be received in the Danish Agency for the Danish Agency for the Danish Administrative Board. The list of lifers shall be as listed in Annex to this review. The accounting records shall be reviewed if the company is subject to the obligation to audit in accordance with the annual accounting law or other legislation. The Corporate Board will then delete the company.

Forced resolution

§ 225. The Danish Business Authority may request the request to dissolve a capital undertaking, if necessary, in accordance with section 226, if :

1) The Danish Agency shall not, in due time, have received the approved annual report by the capital undertaking in accordance with the annual accounts law ;

2) the capital undertaking does not have the management or seat established by the law or in the company ' s statutes ;

3) the capital undertaking has not notified an auditor, even if it is subject to the obligation to audit in accordance with the annual accounting law or other legislation,

4) the capital undertaking has not notified an auditor, even though the General Assembly has also decided that the financial statements of the company should be reviewed, or

5) the management of the company has not responded to calls for conscribation capital, which has proved not to be fulfilled.

Paragraph 2. The Management Board may fix a time limit within which the capital undertaking may remedy a shortcoming of paragraph 1. The Management Board shall, at the end of the time limit set by the board, be able to decide on a resolution on forced disintegration by the end of the management board.

§ 226. If the solution is not adopted by the company in cases where this is required by law or the Danish company ' s statutes or by the Danish Agency for the Agency, in accordance with the rules laid down in this law, cf. § 217, paragraph 1. TWO, TWO. either, or if the liquidator is not selected, the Corporate Board may request the shifter on the seat of the capital undertaking to dissolve the company.

Paragraph 2. Paragraph 1 shall apply mutatis muctis if a self-decomposition solution has been decided by the right of section 230.

§ 227. The decision by the Corporate Management Decision to send a capital firm to the periodic disintegration of the disc shall be published in the IT system of the Commercial Management Board.

Paragraph 2. The capital company must retain its name with the addition 'under coercion solution'.

Paragraph 3. The shifter may appoint one or more liquidators. The probate may also appoint an accountant. However, for the coercion of the coercion, the provisions on winding-up proceedings shall, however, apply to the fact that the court or the court authorised to do so shall take decisions in the relationship of the company. The costs of the solution shall be paid, where necessary, of the treasury.

Paragraph 4. Upon completion of the settlement, the court shall notify this to the Corporate Board, which shall record the company ' s solution in the IT system of the Commercial Management Board.

§ 228. Where the Danish Agency has decided that a capital firm is to be dissolved, no decision can be taken on the amendment of the registered conditions relating to the capital firm except as follows :

1) Insertion of a liquidator appointed by the ski check, cf. § 227, paragraph 1. THREE, ONE. Act.

2) The change of a liquidator appointed by the disc.

3) Insertion of an auditor appointed by the discounting, cf. § 227, paragraph 1. THREE, TWO. Act.

4) Amendment of an accountant appointed by the disc.

5) Recording, cf. § 232.

6) Fusion, cf. § § 236-253, cf. however, paragraph 1 2.

7) Splitting, cf. § § 254-270, cf. however, paragraph 1 2.

8) Cross-border merger, cf. § § 271-290 and 311-317, cf. however, paragraph 1 2.

9) Cross-border division, cf. § § 291-311 and § 318, cf. however, paragraph 1 2.

Paragraph 2. Decisions on fusion, division, transboundary fusion or cross-border division shall require the diversion or the possible figure of the liquidator to join this.

Paragraph 3. If the consecutive undertaking of a concentration or transboundary concentration or the receiving company in a division or transboundary split is subject to a split, the transaction can be decided on only if a decision is taken at the same time, re-intake of the company, cf. § 232.

§ 229. During the period from the transfer to the shift to the transfer and to which a liquidator has been appointed, or the undertaking has been dissolved, the company ' s management shall have to do so in the capital undertaking alone the arrangements required to be carried out, and which may be carried out ; without prejudice to the company and its creditors.

Paragraph 2. The previous management of the company ' s capital undertaking shall be obliged to assist the probate and any liquidator appointed by the disc, as necessary, with information on the activities of the company so far. Similarly, if the case is not able to obtain information from the company ' s previous management, the company ' s auditor shall apply to the accounting firm. The management and auditor shall provide the information necessary for the shifling of the ship, including any nominated liquidator, the assessment of existing and future requirements.

Paragraph 3. In groups, the management of the subsidiary undertakings shall also be obliged to assist the probate and any liquidator appointed by the probate, cf. paragraph 2 if the parent company is sent to the coercion solution,

Paragraph 4. The court may convene former members of the company ' s management and company ' s auditor ' s auditor to meet in the order to obtain information pursuant to paragraph 1. Two and three.

Court of dissolution in the courts

§ 230. Has capital owners intentionally contributed to a general assembly decision in violation of section 108 or otherwise misused their influence in a capital undertaking or a failure to comply with this law or the company's statutes, may the right, where, as a result of the duration of the disc or other reasons, special reasons for this are, in accordance with the assertion of capital owners representing at least one-tenth of the company capital, to decide that the capital company must be dissolved.

Recording

§ 231. A capital undertaking may be decided on by capital owners in accordance with section 106, if the encoding after section 223 has not been started. It is a condition of the resumption that management and possible auditor shall be chosen and a declaration of an assessment man will be drawn up, cf. Section 37, that the capital is present. The company chapter must be written down to the amount that is intact. If the company capitle is less than the capital requirement, cf. Section 4 (4). 2, it shall be brought up to at least this amount.

Paragraph 2. Decisions on resumption must be notified within two weeks of the date of the decision. The notification shall be accompanied by a declaration by an approved auditor that the loans and others have not been granted to companies in breach of the Chapter 13 of the law.

§ 232. Section 231 shall apply by analogous to the suspension of the replacement of the replacement by a company undergoing a forced solution at the time of forced dissolution at the time of the shift, and the company must be resumed.

Paragraph 2. Is notification pursuant to paragraph 1 1 not received, no later than three months after the Danish Business Authority has requested the replacement of an obsequious dissolution, or, within the last five years, during the last five years during the period of forced disintegration, the undertaking shall not be able to resume. The period of 3 months shall be suspended if the undertaking is to be taken during reconstruction processing.

Paragraph 3. If a capital undertaking has been transferred to a dissolution, it is a condition for the restoration of the company that the conditions which justify the transfer of the capital to the coercive solution are the correction. The correction must be carried out at the latest with the decision to resume, cf. § 231, paragraph. 1. Documentation of the corrected relationship must be submitted at the latest at the same time as the notification, cf. paragraph 1. If the capital undertaking at the time of the resumption request has not yet delivered annual reports for financial years in which the submission period has timed out, the receipt of these annual reports shall also be a condition of the resumption period.

Paragraph 4. If the court date has appointed a liquidator, this consent must be made in the resumption.

Paragraph 5. If a company has been decided to be discharged by the court, cf. § 230, can no resume take place.

Transfer to Reconstruction Treatment or Bankruptcase

§ 233. The application for redesign or bankruptcy may be lodged only on behalf of the central management body or, if the party is in winding-up proceedings, of the liquidator.

Paragraph 2. If the liquidators find that the liquidation evasion will not give full coverage to the creditors, the liquidators shall file a motion for reconstruction or bankruptcy.

Paragraph 3. If a company is under a coercion solution pursuant to section 226, request for redesign or bankruptcy shall be lodged with the liquidator. If no liquidator has been appointed, the shifter of its own operation may decide on reconstructions or bankruptcy.

Paragraph 4. Where there is a bankruptcy request, records relating to the capital firm may not be made with the exception of changes relating to the possible choice of the auditor.

Paragraph 5. A capital undertaking may take part in mergers and cross-border mergers as the registered company and in splits and transboundary spines as the incoming company whose curator accets to this.

Paragraph 6. In a company in which the constructor has taken control, records may not be carried out concerning the company, with the exception of any amendments concerning the possible auditor designated by the constructor or amendments decided by the general assembly ; with the consent of the constructor.

§ 234. A company that is under reconstruction processing must retain its name with the addition ' during redesign processing '.

Paragraph 2. A company that is under bankruptcy must retain its name with the addition 'under bankruptcy'.

Reassumption

§ 235. The shifter may decide that the estate of a capital undertaking which, after resolution of the payment declaration, shall be determined in accordance with the following procedure. section 216, or after completion of winding-up proceedings have been deleted in the IT system of active capital undertakings, reassertable shall be summarized if additional funds are provided for distribution. Moreover, the court may decide that reassumption must take place where, in any case, conditions which give rise to reasserting the company shall be provided.

Paragraph 2. The previous liquidators are responsible for the boiling. If this cannot be done, the probate or a liquidator appointed by the disc shall be provided to the botherer.

Paragraph 3. Notification of reassumption of reassumption and its completion shall be received in the Agency for the Agency no later than two weeks after the notification of the ship.

Chapter 15

Fusion and division

Fusion of capital undertakings

§ 236. In accordance with the provisions of this chapter, a capital undertaking may dissolve without winding-up proceedings by the transfer of the assets of capital and undertakings as a whole to another capital undertaking against remuneration for the capital owners of the capital companies, that is to say. Infusion fusion. The same applies when two or more capital companies are merged into a new capital undertaking, that is to say. actually fusion. The transfer may be carried out without the consent of the creditors.

Fusion Plan

SECTION 237. The centralising management bodies of the existing capital undertakings participating in the merger shall establish and sign in conjunction with a merger plan, cf. however, paragraph 1 2.

Paragraph 2. In the case of a concentration in which there is sole participant, the anpartmen may agree on a decision that a merger plan is not to be drawn up, cf. however, section 248 (8). 2-4.

Paragraph 3. The concentration plan must include information and provisions relating to the concentration of limited liability companies ;

1) the names and names of the capital companies and any binders, including whether the name or the name of a company belonging to the capital company shall be included as a binary name for the consecutive capital undertaking,

2) the home of the capital companies,

3) the remuneration of the capital holdings in a related capital undertaking,

4) the time, from which the capital shares, which may be granted as remuneration, shall yield the right to yield ;

5) the rights of the consecutive capital undertaking conferred on the holders of capital shares and debt letters with special rights in a related capital undertaking ;

6) any other measures intended for the benefit of holders in paragraph 1, 5 as referred to as debt shares and debt relief,

7) the listing of any shareholdings granted as payment, and any extradition of the owner of the goods,

8) the time from which the rights and obligations of a registered capital undertaking are to be considered as surpassed, cf. paragraph 4,

9) any particular advantage given to the members of the management of the capital companies ; and

10) draft statutes, cf. ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ In the merger, there is a new capital company ~ ~

Paragraph 4. The Fusion Plan shall be signed for each of the existing capital undertakings at the latest at the end of the financial year in which the timing of the concentration ' s accounting effect shall be signed, cf. paragraph 3, no. 8, enter. If the deadline is passed, the receipt of the merger plan will not be published and therefore the merger is not adopted.

Fusion Statement

§ 238. The central management body of each of the existing capital undertakings participating in the merger shall draw up a written statement in which the proposed concentration, including any merger plan, explains and justifies, cf. however, paragraph 1 2. The deposition must include information on the fixing of remuneration for the capital holdings in the related capital undertakings, including the specific difficulties associated with the fixing and the preparation of assessment report, if this ; The section 240 must be prepared.

Paragraph 2. The capital owners can decide in agreement that no fusion account should be drawn up.

Medium balance

§ 239. If the merger plan is signed more than six months after the end of the financial year in which the company ' s last annual report relates, for the participating undertaking participating in the merger, an intermediate balance shall be drawn up, cf. however, paragraph 1 4 and 5.

Paragraph 2. In a concentration in which the preparation of a merger plan has been deducticous, cf. Section 237, paragraph 1. 2, in the case of the participating undertaking participating in the concentration, an inter-balance shall be drawn up if the decision to deselect a concentration plan has been made more than six months after the end of the financial year as the last annual report of the capital undertaking, related to, cf. however, paragraph 1 4 and 5.

Paragraph 3. The balance sheet to be drawn up in accordance with the rules set by the Capital Corporation shall not have a draft date which is more than three months preceding the signing or decision on the decision on the absence of a decision ; The merger plan. The balance sheet must be revised if the capital company is subject to the obligation to audit according to the annual accounting law or other legislation.

Paragraph 4. In agreement, the capital owners may decide that a balance should not be drawn up, regardless of whether a merger plan has been signed more than six months after the end of the financial year for which the last annual report of the company relates.

Paragraph 5. The provision in paragraph 1 shall be Paragraph 1 shall not apply to capital undertakings which have securities admitted to trading in a regulated market in an EU/EEA country and published a half-yearly report pursuant to the annual accounts bill if the half-yearly report contains a revised year ; the annual accounts of the company and the half-year report shall be made available to the company ' s capital owners.

Assessment report on report deposits

§ 240. If, in the case of the merger, a capital increase in the consecutive share company or the merger of a new limited liability company shall be obtained from an assessment man in accordance with the merger in accordance with the concentration of a new limited liability company in accordance with the concentration of a company in the concentration. however, paragraph 1 2. The assessment man shall be appointed in accordance with section 37 (3). 1. § 37, paragraph. 2 and 3 shall apply by analogous to all merging companies of undertakings to be used by the ratings.

Paragraph 2. The assessment report may be omitted if an assessment mandate is drawn up on the proposed concentration, in accordance with the provisions of the proposed merger. section 241 or an evaluation declaration of a declaration of creditor ' s position, cf. § 242.

Paragraph 3. If an assessment report is to be drawn up as part of a concentration, the assessment report shall include :

1) a description of each deposits,

2) information on the procedure used for the assessment,

3) an indication of the remuneration fixed, and

4) a statement that the minimum value corresponds to the agreed remuneration, including the possible obedient value of the capital shares to be issued in addition to any overheading.

Paragraph 4. The assessment report shall not be drawn up more than three months before the date of any adoption of the concentration, cf. § 245. If the deadline is passed, the concentration may not be valid.

Evaluation of the proposed merger, including any fusion plan,

§ 241. Each of the companies participating in the merger shall draw up a written statement on the merger plan, including the remuneration, in accordance with the concentration of capital undertakings. paragraph 4. In a concentration where the preparation of a merger plan has been deducticous, cf. Section 237, paragraph 1. 2, the assessment man shall submit a written opinion on the proposed concentration, including the remuneration, cf. paragraph 4. The capital owners may decide in agreement that such a statement by an assessment man on the proposed concentration should not be drawn up, cf. 1. and 2. Act.

Paragraph 2. The assessment men shall be designated in accordance with section 37 (3). 1. If the companies participating in the merger want to use one or more common appraisals, these shall be designated by the request of the capital companies in the place where the consecutive capital company has its head office.

Paragraph 3. § 37, paragraph. 2 and 3 shall apply by analogous to all merging companies of undertakings to be used by the ratings.

Paragraph 4. The opinion shall state that the remuneration of the capital shares in a related capital company is justified and justifiably justified. The declaration shall indicate the procedures used in the establishment of remuneration, and assess the appropriateness of this statement. The declaration shall also indicate the values to which the procedures are separately taken, and the importance attached to the way in which the procedures should be placed in relation to each other in the valuation of values. If there were any particular difficulties in the valuation of valuation, these are referred to in the declaration.

Assessment of the creditor ' s declaration

§ 242. In addition to the declaration referred to in Section 241, the assessment shall also make a statement as to whether the creditors in the individual company ' s capital must be considered sufficiently secured after the merger in relation to the current situation of the company. However, the capital owners can decide in agreement that such a declaration should not be drawn up from an assessment man on the position of the creditors.

Possibility of creditors to report their requirements

§ 243. If the assessors of their declaration concerning the creditors ' position, cf. Section 242 considers that the creditors of a single company are not sufficiently secured after the merger, or if no statement by an assessment man on the creditor ' s position may be creditors whose claims have been upfront for the publication of the Commercial Management Board pursuant to section 244, no later than 4 weeks after the publication of its publication, their claims shall be notified to the company. However, claims for which reassuring security may not be notified.

Paragraph 2. Requying claims that are overdue may be requested, and for claims that are unfallen may require reassuring security.

Paragraph 3. Unless otherwise provided, the guarantee shall be as set out in paragraph 1. 2 shall not be required where the recovery of the claims is guaranteed by a law in accordance with the law.

Paragraph 4. Where there is a difference between the company ' s capital and notified creditor disputes whether to make security, or whether an offer is sufficient, both parties may, within two weeks of the claim, call for the case, to file the case for : the probate court on the seat of the capital undertaking for the decision of the question.

Paragraph 5. The creditor may not have a binding effect on the agreement which is based on the claim, waiter the right to require the security of paragraph 1. 2.

Transmission of information on the proposed merger, including any merger plan and, where appropriate, of the assessment mandates of the creditor ' s position ;

§ 244. The Danish Agency for the Management Board shall have received a copy of the merger plan within four weeks of the signing of the merger plan, cf. however, paragraph 1 If the deadline is passed, the receipt of the merger plan will not be made public, and the merger is not adopted.

Paragraph 2. If the participating capital undertakings have taken advantage of the possibility of framing the preparation of a merger plan, cf. Section 237, paragraph 1. In the case of 2, this shall be communicated to the Danish Agency for the Administrative Board, stating the names and numbers of the participating capital companies.

Paragraph 3. Evaluation declaration of the creditor ' s position, cf. § 242, 1. pkt. shall be submitted to the Corporate Authority, cf. however, paragraph 1 4.

Paragraph 4. If the option to deselect the drawing up of an assessment mandate for the creditor ' s position, cf. § 242, 2. ..................

Paragraph 5. The receipt of information and documents provided by the Business Management Board, cf. paragraph One-four, shall be published in the IT system of the Commercial Management Board. If creditors have the right to report their requirements, cf. Section 243 contains the publication of the Acquilice Management Board.

Paragraph 6. The Danish Agency for the Management Board may lay down detailed rules on the disclosure of the financial undertakings of any merger plans and any accompanying documents.

Decision to implement fusion

§ 245. The decision to carry out a concentration must not be taken at the earliest four weeks after the publication of the Commercial Management Board, cf. § 244, paragraph 1 5, of the receipt of information relating to the merger envisaged, cf. however, paragraph 1 Two and three. If the publication relating to section 244 (4), 1 or 2, and relating to section 244 (4), 3 or 4 has taken place separately, the deadline shall be set at 1. Act. from the latest publication time.

Paragraph 2. In a concentration where there is party to party and whose rating men in their declaration on the creditor ' s position, cf. Section 242 considers that the creditors of each anpartcompany are sufficiently secured after the merger, the anpartmen may agree upon the publication of the Commercial Management Board, cf. § 244, paragraph 1 5, of the receipt of the information on the proposed concentration, decide to derogate from the time limit referred to in paragraph 1. 1.

Paragraph 3. In a concentration where the merger plan is opted, cf. Section 237, paragraph 1. In the first place, there is no requirement for the Agency for the Management Board to be published, cf. § 244, paragraph 1 5, prior to the arrival of the parties concerned, the implementation of the merger shall be able to decide on the implementation of the merger if a judgment declaration of the creditor ' s position has been drawn up, cf. Section 242, and the assessors of their declaration concerning creditors ' s position, the creditors of the individual anpartcompany are sufficiently secured after the merger.

Paragraph 4. Where the related capital undertaking has concluded a financial year before the date of the rights and obligations of the capital undertaking to be regarded as transferred to the consecutive company, and the General Assembly is not yet to be considered. has approved the annual report for this financial period, the General Assembly shall approve the annual report for this financial period at the latest, at the latest with the decision to implement the merger.

Paragraph 5. Creditors requesting must be informed of when decisions are taken on the possible implementation of the concentration.

Paragraph 6. The implementation of the merger must be in accordance with the merger plan if a merger plan is drawn up. If the concentration is not adopted in accordance with a possible merger plan, the proposal shall be deemed to have lapd.

Paragraph 7. The following documents shall, if prepared, no later than four weeks before a decision on the implementation of a concentration shall be made available to the capital owners on the seat of the company or to their website, unless they agree that they agree that they are not ; the relevant documents shall not be submitted prior to or at the meeting of the general meeting, cf. however, paragraph 1 8 :

1) The merger plan.

2) Each of the approved annual reports of the participating undertakings participating undertakings for the last three financial years or the shorter time the capital undertaking must have passed.

3) Fusion statement.

4) Medium balance.

5) Evaluation report on report deposits.

6) The assessment men ' s opinion on the proposed concentration, including any fusion plan, shall be carried out.

7) The assessment of the creditor ' s position of creditors.

Paragraph 8. Capital Owners who so request shall have access to the documents referred to in paragraph 1 of this Article. 7.

§ 246. A decision on concentration shall be taken in a related capital undertaking by the general assembly, cf. however, paragraph 1 2 and § 252. If the capital is under winding-up proceedings, a concentration may be decided only if the encoding to the capital owners has not yet been started and if the General Assembly takes the same decision to withdraw the liquidation. The retake of section 231 shall then not apply.

Paragraph 2. Dissolve a capital undertaking without winding-up proceedings by handing over the assets of the capital undertaking and undertakings as a whole to a different capital undertaking which owns at least 90%. in the capital chapter of the company capital, a decision on fusion in the related capital undertaking may be taken by the central executive body, cf. however, paragraph 1 3-5.

Paragraph 3. The decision pursuant to paragraph 1 However, 2 must be taken by the General Assembly if the capital owners who own 5%. in the case of the company capital, in writing, within two weeks of receipt of the information on the proposed concentration, including a possible merger plan, shall be published. In addition, the decision of the corresponding capital undertaking shall be taken by the General Assembly if the capital owners who, according to the statutes, see it in accordance with the rules of association. Article 89, may request the General Assembly, ask for.

Paragraph 4. The central executive body shall, within two weeks of its request, call for a general assembly at the latest.

Paragraph 5. If it is the general assembly to take the decision in the related capital company, the decision shall be taken by the majority required under Section 106 and in accordance with the additional requirements to be included in the Staff Regulations on the solution ; or fusion.

§ 247. Decision on concentration shall be taken in the consecutive capital of the central executive agency, unless the General Assembly is to be amended, except for the inclusion of the name or the name of the party belonging to the capital company or by the name of the band, or the name of the band. the consecutive capital undertaking, cf. however, paragraph 1 2-4. If the capital undertaking is winding up, fusion can be decided only if the encoding to capital owners has not yet been initiated and at the same time at the same time taking a decision to resume the company, cf. § 231.

Paragraph 2. Capitalowners who own 5%. of the corporate capital, or the capital owners, which, according to the statutes, see it in accordance with the rules of association. Article 89 may, in addition to the publication of the General Assembly, within two weeks of the disclosure of the proposed merger, including a possible concentration plan, in writing, in writing, in writing that the decision may be made in writing ; the consecutive capital undertaking shall be taken by the general assembly.

Paragraph 3. The central executive body shall, within two weeks of its request, call for a general assembly at the latest.

Paragraph 4. If it is the General Assembly which is to make the decision in the consecutive capital company, the decision shall be taken by the majority required for section 106.

§ 248. The central executive body of the existing capital undertakings participating in the merger must, at any meeting of the General Assembly where a decision is taken on the implementation of a merger, to provide information on the events of major importance, including the essential elements ; changes to the assets and liabilities that have been made in the period between the signature of the fusion plan and the general assembly.

Paragraph 2. In a concentration in which the preparation of a merger plan has been deducticous, cf. Section 237, paragraph 1. 2, the central management bodies shall state of significant events, including essential changes to the assets and obligations that have been made in the period between the balance day of the company ' s latest submitted annual report and the annual meeting of the general assembly.

Paragraph 3. In a concentration in which a single party is involved, the adoption of the implementation of the concentration must be taken into account in respect of the adoption of the concentration of the concentration unless the relevant information is given in a possible concentration plan, in accordance with the relevant concentration. SECTION 237 :

1) Names and names of the partners, including the name or binary name of a related company, enter as a binary name for the devatory anpartsseltator.

2) The fee for the parties involved in a related anpartcompany.

3) The time from which the parties to which may be paid shall be the right to yield.

4) The time from which the rights and obligations of an indigenous party are to be considered as outdone.

5) Attachments, cf. ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

Paragraph 4. Where there is a concentration in which there is only party to party and where the anpartmen are involved in accordance with section 237 (4). 2, agreed that no merger plan is to be drawn up, identical decisions must be taken in all the participating existing partners with regard to the requirements referred to in paragraph 1. If that is not the case, the decision on the execution of a concentration shall be deemed to have been lost.

Ability to claim compensation

§ 249. The capital owners in the capital undertaking or capital undertakings may require compensation of the capital undertaking if the remuneration of the capital shares in the capital or capital undertakings is not justified and justifiably justified, and if they have taken any reservations about it ; at the meeting of the General Assembly where a decision was taken on the implementation of the merger.

Paragraph 2. In accordance with paragraph 1, 1 shall be taken, within two weeks of the concentration, in all the merging capital undertakings.

Paragraph 3. Subject to paragraph 1, reservations have been made. the first concentration may not be registered after the expiry of the period referred to in paragraph 1. 2, unless the assessment men in their opinion on the proposed concentration, including the remuneration, cf. Section 241 considers that the remuneration of the capital shares of the holding or capital undertaking is justified and justifiably justified.

The legal effects of a concentration

$250. The merger is considered to be completed and a related capital undertaking shall be deemed dissolved, and its rights and obligations shall be deemed to have been exceeded as a whole for the consecutive capital undertaking, cf. however, paragraph 1 2 when :

1) The merger has been decided in all of the existing capital companies participating in the merger.

2) The creditors ' claim filed after section 243 is determined.

3) The requirement for compensation under Article 249 is settled, or a reassuring security has been lodged with the requirement. If an assessment mandate has been drawn up on the proposed concentration, including the remuneration, and the judgment given in the evaluation term, the estimations are justified and justified by the judgment, shall also have declared that their opinion is carried out, the remuneration is not disputed to a significant extent. The appraisers decide if security is reassuring.

4) The terms of paragraph 1. 6 on the choice of members to the executive executive and the auditor are fulfilled.

5) An Executive Board shall be employed if, as part of the merger, a new capital undertaking is to have a management model where the executive executive is either a management board or a supervisory authority, cf. § 111, paragraph 1. 1.

Paragraph 2. where the time when the rights and obligations of the capital undertaking are to be regarded as transferred to the consecutive capital undertaking, after the time of decisions to complete the merger, the concentration of mergers shall be repriced ; legal effects, cf. 2. and 3. pkt., however, at the time of the accounting time of accounting. The timing of the concentration of the concentration cannot be later than two weeks after the decision to carry out the merger, but not later than the date on which the concentration of the concentration or notification was recorded. The timing of the accounts and the time of the decision to carry out the merger must also be in the same financial year for the participating capital undertakings.

Paragraph 3. When the conditions of paragraph 1 are 1 and 2 are fulfilled, the capital owners shall be in a capital undertaking which will be paid with capital shares, capital owners in the consecutive company.

Paragraph 4. There may not be remuneration for capital shares in a related capital company owned by the merging capital undertakings. section 31 and section 153 (3). 2 shall apply mutatis mutis to fusion.

Paragraph 5. Chapter 3 on the foundation, Chapter 10 on the capital increase and Chapter 14 on solution shall not apply to a concentration unless provided for in the provisions on fusion, cf. § § 236-252.

Paragraph 6. Dannes der at the establishment of the merger, and shall be made the choice of members of the executive executive and the possible auditor not immediately after the General Assembly has adopted the merger, no later than two weeks thermolation shall be held, general assembly of the new holding of capital for the choice of members of the executive executive and any auditor. The General Assembly shall also decide whether or not the company ' s future annual accounts should be revised if the capital company is not subject to the obligation to audit the annual accounting law or any other legislation.

Notification of the implementation of fusion

§ 251. The concentration on concentration shall be registered or registered for registration, cf. for each financial undertaking. section 9 of the Danish Business Authority, within two weeks of the merger, in all of the existing capital undertakings participating in the merger. The continuation of the participating capital undertaking may register or report the concentration on behalf of participating capital undertakings. The registration or notification shall be attached to the documents referred to in section 245 (1). 7, no. 3-7, if the documents were drawn up. The concentration of concentration may not be recorded until the effects of the concentration of concentrations have been entered in accordance with section 250 (3). One and two.

Paragraph 2. The concentration on concentration shall be registered or notified to be registered, cf. section 9, at the latest at the end of the submission date of the annual report for the period during which the date of the concentration is made, within 1 year of the date of publication of the Commercial Management Board, cf. § 244, paragraph 1 5, of the receipt of information relating to the merger envisaged. If one of these two deadlines is to be overtaken, the decision on the implementation of the concentration shall be lost, and any merger plan in accordance with section 237 shall be deemed to have been lost.

Paragraph 3. In the event of a capital undertaking forming part of a concentration, an agreement shall be concluded before the capital undertaking is registered, and the co-contractor is aware that the capital company is not registered, unless otherwise agreed, withdraw the contract ; if registration or notification for registration has not been received in the Danish Agency for the Agency no later than the end of the period referred to in paragraph 1. the time limit set or if the registration is denied. If the co-contractor was unaware that the capital company was not registered, then it may withdraw the agreement as long as the capital undertaking is not registered. § 41, paragraph. ONE, TWO. pkt; shall apply mutatis muctis.

Paragraph 4. Section 42-44 shall apply mutatis muthafs if a company is acquired as part of a merger, acquire assets from a capital owner, in the time up to 24 months after the company is registered.

Vertical mergers between parent undertakings and the whole-owned subsidiaries

§ 252. Solving a capital undertaking without winding-up proceedings by handing over the assets of the capital undertaking and undertakings as a whole to a different capital undertaking which owns all the capital shares in the related capital undertaking, i.e. a vertical concentration may decide on concentrations in the related capital undertaking by the central executive body. For the rest, paragraph 237 (4) is found. 1 and 2 (2). 3, no. 1, 2, 5, 6 and 8 10, and paragraph 1. 4, section 239, § § 242-245, § 246 (4). ONE, TWO. and 3. pkt., sections 247 and 248 and § 250 and 251 equivalent use for vertical mergers.

Transfer of capital assets and obligations to the Danish State or a Danish municipality

§ 253. If a capital undertaking is disbanded without winding-up proceedings, by handing over the assets and obligations of the capital undertaking to the Danish State or a Danish municipality, Section 237 (4) shall be deemed to have been transferred. 1 and 3, section 238, section 241, section 244 (4). 1, 2, and 5, section 245 (3). 1 and 3-6, sections 246, 248 and 249, section 250 (3). 1, no. 1, and § 251 (1). 1, corresponding use.

Splinter of capital undertakings

§ 254. The General Assembly of a Capital Company may decide on splitting the capital. In the case of assets and obligations of the division, the assets and obligations of the division shall be transferred to several existing shares or assets forming part of the implementation of the division, for remuneration to the capital owners of the depositing capital. The General Assembly may, by the same majority, decide on a split, thereby giving the company a share of its assets and obligations to one or more existing capital undertakings forming part of the implementation of the division. The transfer may be carried out without the consent of the creditors.

Paragraph 2. If a creditor in a company participating in the division is not made, each of the other participating participating undertakings shall show severally the commitments made at the time of publication of the Commercial Management Board, cf. § 262 (2) 5, relating to section 262 (1). 1 or 2, however, at a maximum of an amount equal to the net or remaining net value of the individual capital undertaking at this time.

Paragraph 3. If one or more of the recipient capital companies in a fission are formed within the framework of another fission or concentration which has not been completed, this must be included in the division of the division plan, cf. section 255, or if the split plan is opted out of the decision on the adoption of the division, cf. § 266. A division to new captive capital undertakings forming part of a different division or concentration shall be carried out in the immediate extension of the division or concentration formed by the new capital undertakings as part of, cf. § 269.

Spall Schedule

§ 255. The central management bodies of the existing capital undertakings participating in the division, shall establish and sign in conjunction with a division of plans, cf. however, paragraph 1 2.

Paragraph 2. In the case of a split where there is sole participant, the anpartmen may agree on a decision that no division of plans should be drawn up, cf. however, section 266 (2). Two, three and four.

Paragraph 3. The division plan must contain information and provisions relating to the division of public limited liability companies ;

1) the names and names of the capital companies and any binders, including whether the name or the name of the entry in the capital seat or the name of the band shall be used as a source for a receiving capital undertaking,

2) the home of the capital companies,

3) a precise description and distribution of the parts of assets and obligations which must be transferred or redistributed in each capital undertaking participating in the division ;

4) the remuneration of the capital owners in the incoming capital undertaking ;

5) the distribution of the remuneration, including the capital shares of the receiving capital, to the capital owners of the incoming capital undertaking and the criterion of this distribution,

6) the time, from which the capital shares, which may be granted as remuneration, shall yield the right to yield ;

7) the rights of a beneficiary holding company conferred on the holders of capital shares and debt letters with special rights in the incoming capital undertaking ;

8) any other measures intended for the benefit of holders in paragraph 1, 7 as referred to as shareholdings and debt relief,

9) listing any of the capital shares provided as payment, and any extradition of the owner of the goods,

10) the time from which the rights and obligations of the depositing capital undertaking shall be deemed to have been exceeded, cf. paragraph 4,

11) any particular advantage given to the members of the management of the capital companies ; and

12) draft statutes, cf. ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ At the division of division one or more new capital companies ~ ~

Paragraph 4. The division plan shall be signed for each of the existing capital undertakings not later than the end of the financial year in which the date ' s accounting effect is at the end of the date, cf. paragraph 3, no. 10, enter. If the deadline is passed, the receipt of the division of division into the Management Board shall not be made public and the division shall not be adopted.

Paragraph 5. If part of the assets is not distributed at the division schedule, cf. paragraph 3, no. Paragraph 3, or section 266 (2). 3, and the interpretation of this does not allow the division of distribution to be determined, this part or the value thereof shall be distributed between each of the participating capital undertakings in proportion to the net assets attributed or rested in the single capital undertaking ; After the division plan.

Paragraph 6. If part of the commitments are not distributed at the division of the division, cf. paragraph 3, no. Paragraph 3, or section 266 (2). 3, and the interpretation of this does not allow the distribution of the distribution to be determined by each of the participating capital undertakings, but not more than an amount equal to the net or residual net value in the individual company. In the interrelationship between the participating capital undertakings, such commitments shall be proportional to the net assets attributed or rested in the individual capital undertakings following the division of the division.

Spall-account statement

§ 256. The central management body of each of the existing capital undertakings involved in the division shall draw up a written statement in which the planned division, including any division of action, explains and justifiable, cf. however, paragraph 1 2. The statement shall include information on the fixing of remuneration for the capital holdings in the incoming capital undertaking, including the specific difficulties associated with the fixing and the preparation of the assessment report, if this ; The section 258 must be prepared.

Paragraph 2. The capital owners can decide in agreement that a split statement should not be drawn up.

Medium balance

§ 257. If the draft division plan is signed more than six months after the end of the financial year in which the company ' s latest annual report relates, a balance shall be drawn up for the party concerned in question in accordance with the division. however, paragraph 1 4 and 5.

Paragraph 2. In a split where the preparation of a division plan has been deselected, cf. § 255, paragraph. 2, in the case of the participating undertaking participating in the division, a balance shall be drawn up if the decision to deselect a division plan has been carried over more than six months after the end of the financial year, as the last annual report of the capital undertaking ; related to, cf. however, paragraph 1 4 and 5.

Paragraph 3. The balance sheet to be drawn up in accordance with the rules set by the company shall not have a draft date which is more than three months prior to the signature or decision on the opt-out of the division plan. The balance sheet must be revised if the capital company is subject to the obligation to audit according to the annual accounting law or other legislation.

Paragraph 4. In agreement, the capital owners may decide that a balance should not be drawn up, regardless of whether a division plan has been signed more than six months after the end of the financial year for which the last annual report of the company's last annual report relates.

Paragraph 5. The provision in paragraph 1 shall be Paragraph 1 shall not apply to capital undertakings which have securities admitted to trading in a regulated market in an EU/EEA country and published a half-yearly report pursuant to the annual accounts bill if the half-yearly report contains a revised year ; the annual accounts of the company and the half-year report shall be made available to the company ' s capital owners.

Assessment report on report deposits

§ 258. If, in the case of the division of capital in one or more recipient (s), or more or more new limited liability companies are created as part of the division, a report must be obtained from an appraisal, as part of the division. cf. however, paragraph 1 2. The assessment man shall be appointed in accordance with section 37 (3). 1. § 37, paragraph. 2 and 3 shall apply mutatis mutines to all capital undertakings participating in the division.

Paragraph 2. The assessment report may be omitted if an assessment mandate is drawn up on the proposed split in accordance with the provisions of the proposed division. section 259 or an assessment declaration of a declaration of creditor ' s position, cf. § 260.

Paragraph 3. If an assessment report is to be drawn up as part of a split, the assessment report shall include :

1) a description of each deposits,

2) information on the procedure used for the assessment,

3) an indication of the remuneration fixed, and

4) a statement that the minimum value corresponds to the agreed remuneration, including the denunciations of the capital shares to be issued, with the addition of any overheading.

Paragraph 4. The assessment report may not have been produced more than three months before the date of the spread of the test, cf. § 263. If the deadline is passed, the division may not be valid.

Assessment of assessment of the proposed division, including any division of action,

§ 259. In each of the capital undertakings participating in the division, one or more non-capable, expert judgement shall draw up a written statement on the division of the division, including the remuneration, cf. paragraph 4. In a split where the preparation of a division plan has been deselected, cf. § 255, paragraph. 2, the assessment man shall give a written opinion on the proposed split, including the remuneration, cf. paragraph 4. The capital owners may decide in agreement that such an opinion shall not be drawn up by an assessment man relating to the proposed division.

Paragraph 2. The assessment men shall be designated in accordance with section 37 (3). If the capital undertakings participating in the division wish to use one or more common appraisals, these shall be designated by the request of the capital companies in the place where one of the receiving capital undertakings has its registered office.

Paragraph 3. § 37, paragraph. 2 and 3 shall apply mutatis mutines to all capital undertakings participating in the division.

Paragraph 4. The opinion shall contain a declaration as to whether the remuneration of the capital owners in the incoming capital undertaking is justified and justifiably justified. The declaration shall indicate the procedures used in the establishment of remuneration, and to assess the appropriateness of that payment. The declaration shall also indicate the values to which the procedures are separately taken, as well as the importance which must be attributed to the procedures in relation to each other in the valuation of values. If there were any particular difficulties in the valuation of valuation, these are referred to in the declaration.

Assessment of the creditor ' s declaration

§ 260. The assessment shall also be made, in addition to the declaration referred to in Section 259, whether the creditors in the individual company ' s capital must be considered sufficiently secured after the division in relation to the current situation of the company. However, the capital owners can decide in agreement that such a declaration should not be drawn up from an assessment man on the position of the creditors.

Possibility of creditors to report their requirements

§ 261. If the assessors of their declaration concerning the creditors ' position, cf. Article 260 considers that the creditors of a single capital undertaking are not sufficiently secured after the division or if a statement of the creditor ' s rating has not been drawn up, creditors may be creditors whose claims have been upfront ; for the publication of the Commercial Management Board pursuant to section 262, no later than 4 weeks after the publication of its publication, their claims shall be notified to the company. However, claims for which reassuring security may not be notified.

Paragraph 2. Requying claims that are overdue may be requested, and for claims which are unfallen may require reassuring security.

Paragraph 3. Unless otherwise provided, the guarantee shall be as set out in paragraph 1. 2 shall not be required where the recovery of the claims is guaranteed by a law in accordance with the law.

Paragraph 4. Where there is a difference between the company ' s capital and notified creditor disputes whether to make security, or whether an offer is sufficient, both parties may, within two weeks of the claim, call for the case, to file the case for : the probate court on the seat of the capital undertaking for the decision of the question.

Paragraph 5. The creditor may not have a binding effect on the agreement which is based on the claim, waiter the right to require the security of paragraph 1. 2.

Transmission of information relating to the proposed division, including any division of divisions and possibly the assessment mandates of the creditor ' s position ;

§ 262. The Danish Board shall have received a copy of the division plan within four weeks of the signing of the division plan, cf. however, paragraph 1 If the deadline is passed, the receipt of the division plan will not be made public and the division is thus not adopted.

Paragraph 2. If the participating capital undertakings have taken advantage of the creation of a division plan, cf. the possibility of frapping the selection of a division plan. § 255, paragraph. In the case of 2, this shall be communicated to the Danish Agency for the Administrative Board, stating the names and numbers of the participating capital companies.

Paragraph 3. Evaluation declaration of the creditor ' s position, cf. § 260, 1. pkt. shall be submitted to the Corporate Authority, cf. however, paragraph 1 4.

Paragraph 4. If the option to deselect a rating declaration declaration for the creditor ' s position, cf. § 260, 2. ..................

Paragraph 5. The receipt of information and documents provided by the Business Management Board, cf. paragraph One-four, shall be published in the IT system of the Commercial Management Board. If creditors have the right to report their requirements, cf. Section 261 contains the publication of the Acquilice Management Board.

Paragraph 6. The Management Board may lay down detailed rules on the disclosure of capital companies by a possible division of plans and, where appropriate, the accompanying documents.

Decisions to apply splitting

§ 263. The decision to carry out a fission shall not be taken at least four weeks after the publication of the Commercial Management Board, cf. § 262 (2) 5, of the receipt of the information relating to the proposed division, cf. however, paragraph 1 Two and three. If publication on section 262 (2), 1 or 2, and on section 262 (1). 3 or 4 has taken place separately, the deadline shall be set at 1. Act. from the latest publication time.

Paragraph 2. In a fission, where there is party to party alone, and if the rating men in their declaration of the creditors ' position, cf. Section 260, finds that the creditors of a single company are sufficiently secured after the division, may be able to agree upon the disclosure of the Acquilices of the Commercial Management Board in accordance with the Provision of the Business Management. § 262 (2) 5, of the receipt of information relating to the proposed split, to derogate from the time limit laid down in paragraph 1. 1.

Paragraph 3. In a division where the division plan is opted, cf. § 255, paragraph. In the first place, there is no requirement for the Agency for the Management Board to be published, cf. § 262 (2) 5, before the partingers can decide on the implementation of the division, provided that a judgment declaration of the creditor ' s declaration has been drawn up, see it in accordance with the opinion of the creditor. section 260, and if the rating men in their Declaration on the creditors ' position considers that the creditors of each anpartcompany are sufficiently secured after the division.

Paragraph 4. Where the depositing of the capital company is terminated in the division and has completed a financial year before the time of the rights and obligations of the depositing capital undertaking to be regarded as surpassed to the receiving undertakings, and the General Assembly has not yet approved the annual report for this financial period, the General Assembly shall approve the annual report for this financial period at the latest, at the latest with the decision on the implementation of the division.

Paragraph 5. Creditors requesting must be informed of when decisions are taken on the possible implementation of the division.

Paragraph 6. The implementation of the division shall be in accordance with the division plan if a division plan has been drawn up. If the division does not conform to any publication plan, the proposal shall be deemed to have lapsing.

Paragraph 7. The following documents shall, if prepared, no later than four weeks before a decision on the execution of a split, shall be made available to the capital owners on the seat or home page of the company, unless the shareholders of agreement decide, that the relevant documents should not be presented to the capital owners prior to or at the general assembly, cf. however, paragraph 1 8 :

1) The Spall-Plan.

2) Each of the approved annual reports of the participating undertakings participating undertakings for the last three financial years or the shorter time the capital undertaking may have passed.

3) Spall-making report.

4) Medium balance.

5) Evaluation report on report deposits.

6) The opinions of the appraisers relating to the proposed division, including any division of plans, shall be the case.

7) The assessment of the creditor ' s position of creditors.

Paragraph 8. Capital Owners who so request shall have access to the documents referred to in paragraph 1 of this Article. 7.

§ 264. Determination of a division shall be taken in the incoming capital undertaking of the General Assembly by the majority required for sections 106 and 107 and in accordance with the additional requirements which the Staff Regulations may contain on dissolution or division, cf. however, section 270. If the capital undertaking is under winding-up proceedings, then splitting shall be decided on only if the encoding of capital owners has not yet been initiated and the meeting of the General Assembly shall at the same time take a decision to withdraw the liquidation. The retake of section 231 shall then not apply.

§ 265. " division " shall be taken in existing captive capital undertakings of the central executive agency, unless the General Assembly is to be amended, with the exception of the name or the name of the depositing of the capital seat or the name of the band. biname for the receiving capital company, cf. however, paragraph 1 In the case of the capital undertaking during winding-up proceedings, splitting shall be decided on only if the encoding of capital owners has not yet been initiated and the General Assembly takes a decision to resume the company, cf. § 231.

Paragraph 2. Capitalowners who own 5%. of the corporate capital, or the capital owners, which, according to the statutes, see it in accordance with the rules of association. Article 89 may, in addition to the publication of the General Assembly, within two weeks of the date of publication of the receipt of the information relating to the proposed division, including any division plan, in writing, in writing of the requirement for the application of the contract ; the decision in existing receiving capital undertakings shall be taken by the general assembly.

Paragraph 3. The central executive body shall, within two weeks of its request, call for a general assembly at the latest.

Paragraph 4. If it is the General Assembly which is to take the decision in an existing recipient capital, the decision shall be taken by the majority required for section 106.

§ 266. The central management body of the existing capital undertakings participating in the division shall, at any meeting of the General Assembly where a decision is taken to carry out a split, provide information on the events of major importance, including : significant changes to the assets and liabilities that have been made in the time between the signing of the spall-out plan and the general assembly.

Paragraph 2. In a split where the preparation of a division plan has been deselected, cf. § 255, paragraph. 2, the central management bodies shall state of significant events, including essential changes to the assets and obligations that have been made in the period between the balance day of the company ' s recent annual report and the annual meeting of the company.

Paragraph 3. In the case of a split in which, in the event of the adoption of the operation of the operation, the following conditions shall be taken in respect of the adoption of the implementation of the operation unless the information is given in a possible division of action, cf. § 255 :

1) Names and names of the partners, including the name or bending of the label, including the name or binary name of the incoming company, as a source of the recipient company.

2) Distribution of the parts of assets and obligations that are transferred or reside in each of the parties involved in the division.

3) The remuneration of the parties involved in the incoming company, including its distribution.

4) The time from which the parties to which may be paid shall be the right to yield.

5) The time from which the rights and obligations of the incoming party are to be regarded as outdone.

6) Attachments, cf. ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ In the event of the spout, a new anpartcompany is formed ~

Paragraph 4. In the case of a split where there is only party to party and where the anpartmen are involved in accordance with section 255 (s). The decision of 2, in agreement, has been decided that there should be no division of plans, identical decisions must be taken in all the participating existing partners with regard to the requirements referred to in paragraph 1. If that is not the case, the decision to carry out a fission shall be deemed to be disregarded.

Ability to claim compensation

§ 267. The capital owners in the incoming capital undertaking may require compensation of the capital undertaking if the remuneration of the capital shares in the depositing capital is not justified and justifiably justified, and if they have made any reservations about it ; The General Assembly, where the decision was taken on the implementation of the division.

Paragraph 2. In accordance with paragraph 1, 1 shall be taken, within two weeks of the date of division, in all the existing capital undertakings participating in the division.

Paragraph 3. Subject to paragraph 1, reservations have been made. 1, the graduated split may not be registered after the expiry of the period referred to in paragraph 1. 2, unless the assessment men in their opinion on the proposed division, including the remuneration, cf. Section 259 considers that the remuneration of the capital shares in the incoming capital undertaking is justified and justifiably justified.

Judisidial effects of a division

§ 268. The waste shall be deemed to have been carried out, and the rights and obligations of the depositing capital undertaking shall be regarded as surpassed to the receiving capital undertakings, in accordance with the requirements of the holding of capital. however, paragraph 1 2 when :

1) The division has been decided in all of the existing capital companies participating in the division.

2) The creditors ' claim reported after section 261 is determined.

3) The capital owner's claim for reimbursement after section 267 is settled, or a reassuring security has been lodged with the requirement. If an assessment mandate has been drawn up on the plan, including the remuneration, and in the evaluation term it is assumed that the remuneration is justified and justifiably justified, the evaluation men shall also have declared that their opinion on The remuneration is not disputed to a significant extent. The appraisers decide if security is reassuring.

4) The terms of paragraph 1. 6 on the choice of members to the executive executive and the auditor are fulfilled.

5) An Executive Board shall be employed if, at the time of the division, one or more new capital companies are forming part of a management model where the executive executive body is either a management board or a supervisory authority, cf. § 111, paragraph 1. 1.

Paragraph 2. If the time when the rights and obligations of the depositing capital are to be considered as surpassed to the receiving capital undertakings, after the time of decisions to complete the division, the division of entry shall be entered into : legal effects, cf. 2. and 3. pkt., however, at the time of the accounting time of accounting. The time for the accounting date of the division may not be later than two weeks after the decision to apply the division, not later than the date of registration or registration for registration. The accounting time and time of the decision to apply the division shall also be in the same financial year for the participating capital undertakings.

Paragraph 3. When the conditions of paragraph 1 are 1 and 2 are fulfilled, the capital owners of the incoming capital undertaking, which shall be paid with capital shares, capital owners in one or more of the receiving capital undertakings.

Paragraph 4. There may not be remuneration for capital shares in the incoming capital undertaking which is owned by the capital companies participating in the division. section 31 and section 153 (3). 2 shall apply mutatis muctis to split.

Paragraph 5. Chapter 3 on the foundation, chapter 10 on the capital increase, chapter 11 on capital flight and Chapter 14 on solution, shall not apply to a split unless it is specified in the provisions relating to division, cf. § § 254-270.

Paragraph 6. If, at the time of the completion of the division, the establishment of a new capital undertaking shall be made by members of the executive executive and, if not auditing immediately after the General Assembly has adopted the division, two weeks ther; shall be held at the meeting of the new holding of capital for the choice of members of the executive executive and any auditor. The General Assembly shall also decide whether or not the future annual accounts of the company ' s holdings should be revised if the capital company is not subject to the obligation to audit by the annual accounting law or other legislation.

Registration of implementation of a division

§ 269. The graduated split must be registered or registered for registration, cf. for each financial undertaking. Section 9 of the Danish Business Authority, within two weeks of the date of division, in all of the existing capital undertakings participating in the division. Any of the receiving capital undertakings may register or report the division on behalf of participating capital undertakings. The registration or notification shall be accompanied by the documents referred to in section 263 (1). 7, no. 3-7, if they're prepared. The graduated split may not be recorded until the effects of the effects of the division after the section 268 (2) of the division shall be recorded. One and two.

Paragraph 2. The graduated split must be registered or notified for registration, cf. section 9, at the latest at the end of the submission date of the annual report for the period during which the date of the test is entered into, within 1 year of the date of publication of the Commercial Management Board, cf. § 262 (2) 5, of the receipt of information relating to the proposed division. If one of these two deadlines is to be overwritten, the decision on the implementation of the division shall be lost, and any contingency plan in accordance with section 255 shall be deemed to have been taken for the loss.

Paragraph 3. If a division of companies which is incurred as part of a division, make an agreement before the capital undertaking is registered, and the co-contractor is aware that the capital company was not registered, unless otherwise agreed, withdraw the agreement, if registration or notification for registration has not been received in the Danish Agency for the Agency no later than the end of the period referred to in paragraph 1. the time limit set or if the registration is denied. If the co-contractor was unaware that the capital company was not registered, then it may withdraw the agreement as long as the capital undertaking is not registered. § 41, paragraph. ONE, TWO. pkt; shall apply mutatis muctis.

Paragraph 4. Section 42-44 shall apply mutatis mutant if a division of assets resulting from a division acquires assets assets from a capital owner, in the time up to 24 months after the company is registered.

Simplified procedures for vertical spaltings and so on

§ 270. Owes all shares in the incoming capital undertaking of the receiving capital undertakings, i.e. in a vertical split, the decision to be split in the incoming capital undertaking shall be taken by the central executive body. For the rest, the provisions of section 255 (3) shall apply. Paragraph 1 and 2 and paragraph 1. 3, no. One-three, seven, eight and ten-12, and paragraph 1. 4, section 256, 257 and 260-263, § 264, 2. and 3. pkt., and sections 265, 266, 268 and 269 shall apply mutatis mutinis to vertical spines.

Paragraph 2. Where there is a division, one or more new capital undertakings and the capital shares in these undertakings shall be granted the capital owners in the introduction of a proportion of capital or of the votes in the incoming undertaking, finding the provisions of section 256, 257 and 259 and section 266 (4). One, do not apply.

Chapter 16

Cross-border merger and division

Cross-border merger

§ 271. Capital undertakings covered by this law may participate in cross-border mergers, where the other participating undertakings are equivalent capital undertakings belonging to the laws of the EU/EEA-country. The transboundary concentration may be carried out without the consent of the creditors.

Fusion Plan

§ 272. The central management bodies of the existing capital undertakings participating in the merger shall establish and sign in conjunction with a merger plan to include information and provisions relating to :

1) the company ' s company ' s company ' s company, names and possible binders, including whether the name or the name of a company belonging to the capital company shall be included as a binary name for the consecutive capital undertaking,

2) the home of the capital companies,

3) the remuneration of the capital holdings in the related capital undertaking ;

4) the distribution of the remuneration, including the capital shares in the consecutive capital undertaking, to the capital owners in the related capital undertakings and the criterion of such allocation ;

5) the likely cross-border concentration of concentrations in the interests of employment in the participating capital undertakings ;

6) the time from which the capital shares are granted as remuneration gives the right to the goods and the specification of any special circumstances associated with that right,

7) the listing of any shareholdings granted as payment, and any extradition of the owner of the goods,

8) the time from which the rights and obligations of the related capital undertakings shall be regarded as outdone,

9) the rights of the consecutive holding company conferred on the holders of capital shares with special rights and any holders of securities other than capital holdings or the measures proposed in favour of those holdings ; people ;

10) the special benefits granted to the assessaries who are speaking on the merger plan, cf. § 276, and members of the leadership of the capital companies,

11) the statutes of the consecutive capital undertaking in the drafting which they will have following the implementation of the merger ;

12) information on procedures whereby, pursuant to section 311 to 317, detailed rules on the involvement of employees in the establishment of their rights with regard to co-determination in the consecutive capital undertaking, if appropriate, are specified ;

13) the assessment of the assets and liabilities transferred to the consecutive company, and

14) the dates of the accounts of the merging capital companies, which have been used as a basis for the conditions of transboundary fusion.

Paragraph 2. The Fusion Plan shall be signed for each of the existing capital undertakings at the latest at the end of the financial year in which the timing of the concentration ' s accounting effect shall be signed, cf. paragraph 1, no. Six, form. If the deadline is passed, the receipt of the merger plan in the Danish Agency for the Agency cannot be published and the merger is not adopted accordingly.

Fusion Statement

§ 273. The central executive body of each of the existing capital undertakings participating in the merger must draw up a written statement in which the merger plan is explained and justified. The statement shall include information on the fixing of remuneration for the capital holdings in the related capital undertakings, including the specific difficulties associated with the fixing and information on the preparation of assessment report, if this ; The section 275 shall be drawn up. The decision shall also include a statement on the consequences of the transboundary merger of the capital owners, creditors and employees.

Medium balance

§ 274. If the merger plan is signed more than six months after the end of the financial year in which the company ' s last annual report relates, for the participating undertaking participating in the merger, an intermediate balance shall be drawn up, cf. however, paragraph 1 3 and 4.

Paragraph 2. The balance sheet to be drawn up in accordance with the rules set by the Capital Corporation shall not have an annual report, which is more than three months prior to the signing of the merger plan. The balance sheet must be revised if the capital company is subject to the obligation to audit according to the annual accounting law or other legislation.

Paragraph 3. In agreement, the capital owners may decide that a balance should not be drawn up, regardless of the fact that a merger plan is signed more than six months after the end of the financial year for which the last annual report of the company relates.

Paragraph 4. The provision in paragraph 1 shall be Paragraph 1 shall not apply to capital undertakings which have securities admitted to trading in a regulated market in an EU/EEA country and published a half-yearly report pursuant to the annual accounts bill if the half-yearly report contains a revised year ; the annual accounts of the company and the half-year report shall be made available to the company ' s capital owners.

Assessment report on report deposits

§ 275. If, in the case of the merger, a capital increase in the consecutive share company or the merger of a new limited liability company shall be obtained from an assessment man in accordance with the merger in accordance with the concentration of a new limited liability company in accordance with the concentration of a company in the concentration. however, paragraph 1 2. The assessment man shall be appointed in accordance with section 37 (3). 1. § 37, paragraph. 2 and 3 shall apply by analogous to all merging companies of undertakings to be used by the ratings.

Paragraph 2. The assessment report may be omitted if, instead, an assessment mandate is drawn up on the merger plan, cf. section 276, or a judgment declaration of the creditor ' s position, cf. § 277.

Paragraph 3. If an assessment report is to be drawn up as part of a concentration, the assessment report shall include :

1) a description of each deposits,

2) information on the procedure used for the assessment,

3) an indication of the remuneration fixed, and

4) a statement that the minimum value corresponds to the agreed remuneration, including the possible obedient value of the capital shares to be issued in addition to any overheading.

Paragraph 4. The assessment report shall not be drawn up more than three months before the date of any adoption of the concentration, cf. § 280. If the deadline is passed, the concentration may not be valid.

Evaluation of the merger plan

§ 276. Each of the companies participating in the merger shall draw up a written statement on the merger plan, including the remuneration, in accordance with the concentration of capital undertakings. paragraph 4. The capital owners may decide in agreement that such an opinion should not be drawn up from an assessment man on the merger plan.

Paragraph 2. The assessment men shall be designated in accordance with section 37 (3). 1. If the companies participating in the merger want to use one or more common appraisals, these shall be designated by the request of the capital companies in the place where the consecutive capital company has its head office.

Paragraph 3. § 37, paragraph. 2 and 3 shall apply by analogous to all merging companies of undertakings to be used by the ratings.

Paragraph 4. The opinion shall state that the remuneration of the capital shares in a related capital company is justified and justifiably justified. The declaration shall indicate the procedures used in the establishment of remuneration, and to assess the appropriateness of that payment. The declaration shall also indicate the values to which the procedures are separately taken, as well as the importance which must be attributed to the procedures in relation to each other in the valuation of values. If there were any particular difficulties in the valuation of valuation, these are referred to in the declaration.

Assessment of the creditor ' s declaration

§ 277. In addition to the statement referred to in Section 276, the assessment shall also make a statement as to whether the creditors in the individual company ' s capital must be considered sufficiently secured by the merger in relation to the current situation of the company. However, the capital owners can decide in agreement that such a declaration should not be drawn up from an assessment man on the position of the creditors.

Possibility of creditors to report their requirements

§ 278. If the assessors of their declaration concerning the creditors ' position, cf. Section 277 considers that the creditors of a single capital undertaking are not sufficiently secured by the merger, or if a statement of the creditor ' s statement is not prepared, creditors may be creditors whose claims have been upfront ; for the publication of the Commercial Management Board pursuant to section 279, no later than 4 weeks after the publication of its publication, their claims are notified to the company. However, claims for which reassuring security may not be notified.

Paragraph 2. Requying claims that are overdue may be requested, and for claims which are unfallen may require reassuring security.

Paragraph 3. Unless otherwise provided, the guarantee shall be as set out in paragraph 1. 2 shall not be required where the recovery of the claims is guaranteed by a law in accordance with the law.

Paragraph 4. Where there is a difference between the company ' s capital and notified creditor disputes whether to make security, or whether an offer is sufficient, both parties may, within two weeks of the claim, call for the case, to file the case for : the probate court on the seat of the capital undertaking for the decision of the question.

Paragraph 5. The creditor may not have a binding effect on the agreement which is based on the claim, waiter the right to require the security of paragraph 1. 2.

Transmission of information on the intended transboundary merger, including merger plan and any assessment mandates of the creditor ' s position ;

§ 279. The Danish Board shall have received a copy of the merger plan within four weeks of the signing of the merger plan.

Paragraph 2. Evaluation declaration of the creditor ' s position, cf. § 277, 1. pkt. shall be submitted to the Corporate Authority, cf. however, paragraph 1 3.

Paragraph 3. If the option to deselect a rating declaration declaration for the creditor ' s position, cf. § 277, 2. ..................

Paragraph 4. The receipt of the merger plan and information and, where appropriate, of the assessment mandates of the creditor ' s position, cf. paragraph One to three, will be published in the IT system of the Commercial Management Board. If creditors have the right to report their requirements, cf. Section 278 contains the publication of the Acquilice Management Board.

Paragraph 5. The Danish Agency for the Management Board may lay down detailed rules on the publication of a merger plan by means of companies and, where appropriate, the accompanying documents.

Decisions to carry out a cross-border merger

§ 280. The decision to carry out a concentration must not be taken at the earliest four weeks after the publication of the Commercial Management Board, cf. § 279 (4) 4, of receipt of the merger plan and of the assessment mandates of the creditor ' s position. If publication on section 279 (4), Paragraph 1, and on Article 279 (1). 2 or 3 has taken place separately shall be counted in 1. Act. from the latest publication time.

Paragraph 2. Where the related capital company has concluded a financial year before the date of the rights and obligations of the capital undertaking to be regarded as transferred to the consecutive company, and the general meeting has not yet been given the following : the annual report for this financial period is approved, the General Assembly shall approve the annual report for this financial period at the latest, at the latest with the decision concerning the implementation of the merger.

Paragraph 3. Creditors requesting must be informed of when decisions are taken on the possible implementation of the concentration.

Paragraph 4. The implementation of the merger must be in accordance with the merger plan. If the merger is not adopted in accordance with the published merger plan, the proposal shall be deemed to have lapsed.

Paragraph 5. The following documents shall, if prepared, no later than four weeks before a decision on the implementation of a concentration shall be made available to the capital owners on the seat of the company or to their website, unless they agree that they agree that they are not ; the relevant documents shall not be presented to the capital owners prior to or at the meeting of the general meeting, cf. however, paragraph 1 6 :

1) The merger plan.

2) Each of the approved annual reports of the participating undertakings participating undertakings for the last three financial years or the shorter time the capital undertaking may have passed.

3) Fusion statement.

4) Medium balance.

5) Evaluation report on report deposits.

6) The opinion of the assessment men on the merger plan, including the remuneration.

7) The assessment of the creditor ' s position of creditors.

Paragraph 6. Capital Owners who so request shall have access to the documents referred to in paragraph 1 of this Article. 5.

Paragraph 7. The version of the merger, cf. Article 273 shall also be provided at a transboundary merger within four weeks prior to a decision on the implementation of the concentration on the company ' s Office for the Office ' s Office for the Review of the Employees, or if there are no employee representatives ; the specific capital undertaking, for the staff themselves.

§ 281. A decision on concentration shall be taken in a related capital undertaking by the general assembly by the majority required for section 106, and in accordance with the additional requirements to be included in the Staff Regulations concerning the solution or concentration in accordance with the provisions of the Staff Regulations. however, § 290. If the capital is under winding-up proceedings, a concentration may be decided only if the encoding to the capital owners has not yet been started and if the General Assembly takes the same decision to withdraw the liquidation. The retake of section 231 shall then not apply.

§ 282. Decision on concentration shall be taken in the consecutive capital of the central executive agency, unless the General Assembly is to be amended, except for the inclusion of the name or the name of the party belonging to the capital company or by the name of the band, or the name of the band. the consecutive capital undertaking, cf. however, paragraph 1 2-4. If the capital undertaking is winding up, fusion can be decided only if the encoding to capital owners has not yet been initiated and at the same time at the same time taking a decision to resume the company, cf. § 231.

Paragraph 2. Fund owners who own 5% of the corporate capital, or the capital owners, which, according to the statutes, see it. Article 89 may, moreover, be convened by the General Assembly, within two weeks of the publication of the merger plan by the Commercial Management Board in writing, in writing that the decision to be taken in the consecutive capital undertaking must be taken by : The general assembly.

Paragraph 3. The central executive body shall, within two weeks of its request, call for a general assembly at the latest.

Paragraph 4. If it is the General Assembly which is to make the decision in the consecutive capital company, the decision shall be taken by the majority required for section 106.

§ 283. The central executive body of the existing capital undertakings participating in the merger must, at any meeting of the General Assembly where a decision is taken on the implementation of a merger, to provide information on the events of major importance, including the essential elements ; changes to the assets and liabilities that have been made in the period between the signature of the fusion plan and the general assembly.

§ 284. If the General Assembly is to decide on the implementation of a transboundary merger, the General Assembly may make the adoption of a cross-border merger subject to the following approval of the general meeting of the general public ; determined guidelines for the employee participation.

Ability to claim compensation

§ 285. The capital owners in the capital undertaking or capital undertakings may require compensation of the capital undertaking if the remuneration of the capital shares in the capital or capital undertakings is not justified and justifiably justified, and if they have taken any reservations about it ; at the meeting of the General Assembly where a decision was taken on the implementation of the merger.

Paragraph 2. In accordance with paragraph 1, 1 shall be laid down, within two weeks of the concentration, in all the participating capital undertakings of the concentration.

Paragraph 3. Subject to paragraph 1, reservations have been made. 1, the adopted concentration may first be registered after the expiry of the 2-week period, cf. paragraph 2, unless the assessment men in their opinion on the plan, cf. Section 276 considers that the remuneration of the capital shares of the holding or capital undertaking is justified and justifiably justified.

Ability to request a solution

§ 286. In the case of a transboundary merger, the capital owners in the capital undertakings which have residing the merger may also require the capital undertaking to submit their share of capital if any claim is made by 4 ; Weeks after the meeting of the General Assembly. Paragraph 110 shall also apply mutatis mutis.

Paragraph 2. The certificate to be issued under Article 289 shall not be issued until the value of the capital shares is reassuring safety. Estimen of the court on the seat of the capital firm determine whether the safety is reassuring. If the judgment of the estimates is made for the court, this shall not affect the ability of the Commercial Management Board to make the certificate, unless the court decides otherwise.

Confirmation of the formation of capital increases and the dissolution of transboundary fusion

§ 287. There may not be remuneration for capital shares in a related capital company owned by the merging capital undertakings. section 31 and section 153 (3). 2 shall apply mutatis mutis to transboundary fusion.

Paragraph 2. Chapter 3 on the foundation, Chapter 10 on the capital increase and Chapter 14 on solution shall not apply to a transboundary concentration unless provided for in the provisions concerning cross-border fusion, cf. § § 271-290.

Paragraph 3. Dannes der at the establishment of the merger, a new capital undertaking to be heard under Danish law and shall be made the choice of members of the executive executive and, if not audited immediately after the meeting of the General Assembly, the merger must be carried out, no later than two weeks after that, the general assembly shall be held in the new holding company for the choice of members of the executive executive and any accountant. The General Assembly shall also decide whether or not the future annual accounts of the company ' s holdings should be reviewed if the company is not subject to the obligation to audit according to the annual accounting law or any other legislation.

Notification of the implementation of a transboundary merger

§ 288. The concentration on concentration shall be registered or registered for registration, cf. for each financial undertaking. section 9 of the Danish Business Authority, within two weeks of the merger, in all of the existing capital undertakings participating in the merger. The company may register or report the concentration on behalf of participating capital undertakings. The registration or notification shall be attached to the documents referred to in Article 280 (3). 5, no. 3-7, if they're prepared.

Paragraph 2. Notification of the adopted concentration must be received in the Business Authority at the latest by the end of the submission date of the annual report for the period during which the timing of the merger ' s accounting effect is set out in accordance with the date of the period during which the concentration is to be established. § 272, paragraph 1 1, no. 6, however, no later than 1 years after the date of receipt of the merger plan pursuant to section 279. If one of these two deadlines is to be overtaken, the decision on the implementation of the concentration shall be disregarded, and the drawing up of the concentration plan pursuant to section 272 shall be deemed to have been lost.

Paragraph 3. In the event of a capital undertaking forming part of a concentration, an agreement shall be concluded before the capital undertaking is registered, and the co-contractor is aware that the capital company is not registered, unless otherwise agreed, withdraw the contract ; if the registration has not been received by the Management Board no later than the end of the date referred to in paragraph 1. the time limit set or if the registration is denied. If the co-contractor was unaware that the capital company was not registered, then it may withdraw the agreement as long as the capital undertaking is not registered. § 41, paragraph. ONE, TWO. pkt; shall apply mutatis muctis.

Paragraph 4. Section 42-44 shall apply mutatis muthafs if a company is acquired as part of a merger, acquire assets from a capital owner, in the time up to 24 months after the company is registered.

Certified Issue

§ 289. Where notification of the implementation of a cross-border merger is received, the Corporate Authority shall ensure that all the acts and formalities to be carried out prior to the merger have been completed. The Management Board shall draw up a certificate of this as soon as possible to the participating capital undertaking, which is under Danish law, where the following conditions are met, cf. however, paragraph 1 2 :

1) The merger has been decided in all of the existing capital companies participating in the merger, which are under Danish law.

2) The creditors ' claim reported after section 278 is determined.

3) The capital owner's claim for reimbursement after section 285 is settled, or a reassuring security has been lodged with the requirement. If an assessment mandate has been drawn up on the plan, including the remuneration, and in the evaluation term it is assumed that the remuneration is justified and justifiably justified, the evaluation men shall also have declared that their opinion on The remuneration is not disputed to a significant extent. The appraisers decide if security is reassuring.

4) The capital owners ' demands for a solution after section 286 are settled.

5) The terms of section 287 (4). 3 on the choice of members to the executive executive and the auditor are fulfilled.

6) section 316 on co-determination has been met.

7) An Executive Board shall be employed if, as part of the merger, a new capital company to be heard under Danish law shall be subject to a management model where the executive executive is either a Management Board or a supervisory authority, cf. § 111, paragraph 1. 1.

Paragraph 2. However, if the time when the rights and obligations of the capital undertaking are to be regarded as surpassed to the consecutive capital undertaking, after the time of decisions to complete the merger, the certificate may, however, be carried out, shall be issued at the time of the accounting time. The timing of the concentration of the mersion cannot be later than two weeks after the decision to carry out the merger, but not later than the date of notification, cf. § 288 (4) 1. The timing of the accounts and the date of the decision to carry out the merger must also be in the same financial year for the participating capital undertakings.

Paragraph 3. Where the consecutive capital of a transboundary merger is to be subject to Danish law, a certificate shall be submitted to the Agency for the Registration of the Fusion by the Member States of the Foreign Capital of Incorporation of the Danish Regulatory Authority each of the participating capital undertakings. The certificate must be definitive proof that all the acts and formalities to be fulfilled in the country prior to the merger have been completed and that the foreign registration authority will register the merger relative to the associated country ; the capital undertaking after receipt of the notification from the Danish Business Authority. The certificate shall be received in the Agency for the Agency no later than six months after the issue, or the certificate shall be forfeit its validity. Upon receipt of certificates for all the capital undertakings participating in the merger, the Corporate Management Board shall record the implementation of the transboundary merger for the consecutive capital undertaking and shall inform the registers as soon as possible, where : the other participating capital undertakings have been recorded.

Paragraph 4. A transboundary concentration in which the consecutive capital undertaking shall be subject to Danish law shall have effect from the day on which the Corporate Board shall register the merger.

Paragraph 5. Where the consecutive capital undertaking in a cross-border merger is not subject to Danish law, the Corporate Management Board shall record the implementation of the transboundary merger of the capital undertakings under Danish law when : The Management Board has received a notification corresponding to the one in paragraph 1. 3 referred to by the competent registration authority for the consecutive capital undertaking.

Vertical cross-frontier merger between a parent company and its health-owned subsidiary

§ 290. Dissolve a company without winding-up proceedings by handing over the assets of the capital undertaking and undertakings as a whole to a different capital undertaking which owns all the capital shares in the related capital undertaking, i.e. in the case of a vertical transboundary concentration, a decision on fusion in the related capital undertaking may be taken by the central executive body. For the rest, Section 272 (2) shall apply. 1, no. 1, 2, 5 and 8-14, and paragraph 1. 2, section 273, 274 and 277-280, section 281 (1). ONE, TWO. and 3. pkt., section 282-284 and 287-289 corresponding use on vertical cross-border mergers.

Cross-border division

§ 291. Capital undertakings covered by this law may participate in cross-border spines where the other participating undertakings are equivalent capital undertakings belonging to one or more other EU/EC/EECE countries. The cross-border division may be carried out without the consent of the creditors.

Paragraph 2. Cross-border division is subject to the fact that the legislation to which the other participating capital undertakings is concerned permits cross-border spaltings. It is also a requirement that there is a protection of the employee ' s right to co-determination of the right of Danish depositors in the legislation to which it or the receiving capital undertakings are to be included in the course of the spelling. If these conditions are not met, a Danish capital company may not participate in a cross-border division.

Paragraph 3. However, if a creditor in a company participating in the division is not made, each of the participating other capital undertakings shall be jointly severed by obligations which consisted at the time of publication of the spall-out plan, though ; not more than an amount equal to the net or remaining net value in the individual capital undertaking at this time.

Paragraph 4. If one or more of the recipient capital companies in a fission shall arise as part of a second fission or concentration which has not been completed, this shall be included in the division of the division plan, cf. § 292. A division to new receiving capital companies which arise in the context of another fission or concentration shall be carried out in the immediate extension of the fission or concentration in which the new capital companies are created as part of, cf. § 308.

Spall Schedule

§ 292. The central management bodies of the existing capital undertakings participating in the division shall establish and sign in conjunction with a division plan to include information and provisions

1) the company ' s company ' s company ' s company, names and possible binders, including whether the name or the name of a company belonging to the capital company shall be included as a binary name for the consecutive capital undertaking,

2) the home of the capital companies,

3) a precise description and distribution of the parts of assets and obligations which must be transferred or redistributed in each capital undertaking participating in the division ;

4) the remuneration of the capital owners in the incoming capital undertaking ;

5) the distribution of the remuneration, including capital shares in the recipient capital undertakings, to the capital owners of the incoming capital undertaking and the criterion of this distribution,

6) the likely impact of cross-border division on employment in the participating capital undertakings,

7) the listing of any shareholdings granted as payment, and any extradition of the owner of the goods,

8) the time from which the capital shares are granted as remuneration gives the right to the goods and the specification of any special circumstances associated with that right,

9) the time from which the rights and obligations of the incoming undertaking are to be regarded as outdone,

10) the rights of a beneficiary holding company conferred on the holders of capital shares with special rights and any holders of securities other than capital holdings or the measures proposed in favour of those holdings ; people ;

11) the special benefits granted to the assessors to express their opinion on the draft terms of division, cf. § 296, and the members of the management of the companies,

12) the statutes of the consecutive capital undertaking in the drafting which they will have after the implementation of the division,

13) information on the procedures under which Section 318 lays down detailed rules concerning the involvement of employees in the establishment of their rights with regard to the participation in the consecutive capital undertaking, where appropriate,

14) the assessment of the assets and liabilities transferred to the receiving capital undertakings ; and

15) the dates of the accounts of participating capital undertakings, which have been used as the basis for the conditions of cross-border division.

Paragraph 2. The division plan shall be signed for each of the existing capital undertakings not later than the end of the financial year in which the date ' s accounting effect is at the end of the date, cf. paragraph 1, no. 7, enter. If the deadline is passed, the receipt of the division of division into the Management Board shall not be made public and the division shall not be adopted.

Paragraph 3. If a portion of the assets is not distributed at the division of the division, cf. paragraph 1, no. 2, and the interpretation of this does not allow the division of distribution to be determined, this part or the value thereof shall be distributed between each of the participating capital undertakings, proportional to the net assets attributed or rested in the single capital undertaking ; After the division plan.

Paragraph 4. If a proportion of the commitments are not distributed at the division of the division, cf. paragraph 1, no. 2, and the interpretation of this does not allow the distribution of the distribution to be determined by each of the participating capital undertakings, but not more than an amount equal to the net or residual net value in the individual company. In the interrelationship between the participating capital undertakings, such commitments shall be proportional to the net assets attributed or rested in the individual capital undertakings following the division of the division.

Spall-account statement

§ 293. The central management body of each of the existing capital undertakings involved in the division shall draw up a written statement in which the division plan is explained and justifiable. The statement shall include information on the fixing of remuneration for the capital holdings in the incoming capital undertaking, including the specific difficulties connected with the fixing and information on the preparation of the assessment report, if this ; The section 295 must be prepared. The decision shall also include a statement on the consequences of the cross-border division of the capital owners, creditors and employees.

Medium balance

§ 294. If the draft division plan is signed more than six months after the end of the financial year in which the company ' s latest annual report relates, a balance shall be drawn up for the party concerned in question in accordance with the division. however, paragraph 1 3 and 4.

Paragraph 2. The balance sheet to be drawn up in accordance with the rules set by the Capital Corporation shall not have an annual report, which is more than three months prior to the signing of the division plan. The balance sheet must be revised if the capital company is subject to the obligation to audit according to the annual accounting law or other legislation.

Paragraph 3. In agreement, the capital owners may decide that a balance should not be drawn up, regardless of a division plan signed over six months after the end of the financial year for which the last annual report of the company ' s last annual report relates.

Paragraph 4. The provision in paragraph 1 shall be Paragraph 1 shall not apply to capital undertakings which have securities admitted to trading in a regulated market in an EU/EEA country and published a half-yearly report pursuant to the annual accounts bill if the half-yearly report contains a revised year ; the annual accounts of the company and the half-year report shall be made available to the company ' s capital owners.

Assessment report on report deposits

§ 295. If, in the case of the split, a capital increase in one or more recipient shares, or one or more new limited liability companies may arise as part of the division, a report from an assessment man shall be obtained as part of the division ; cf. however, paragraph 1 2. The assessment man shall be appointed in accordance with section 37 (3). 1. § 37, paragraph. 2 and 3 shall apply mutatis mutines to all capital undertakings participating in the division.

Paragraph 2. The assessment report may be omitted if, instead, an assessment mandate shall be drawn up on the draft division plan, cf. section 296, or a judgment declaration of the creditor ' s position, cf. § 297.

Paragraph 3. If an assessment report is to be drawn up as part of a split, the assessment report shall include :

1) a description of each deposits,

2) information on the procedure used for the assessment,

3) an indication of the remuneration fixed, and

4) a statement that the minimum value corresponds to the agreed remuneration, including the possible obedient value of the capital shares to be issued in addition to any overheading.

Paragraph 4. The assessment report may not have been produced more than three months before the date of the spread of the test, cf. $300. If the deadline is passed, the division may not be valid.

Evaluation of the division of the division of the division

§ 296. In each of the capital undertakings participating in the division, one or more non-capable, expert judgement shall draw up a written statement on the division of the division, including the remuneration, cf. paragraph Article 4 of the Fund may, however, decide in agreement that such an opinion should not be drawn up from an assessment man on the draft terms of division.

Paragraph 2. The assessment men shall be designated in accordance with section 37 (3). If the capital undertakings participating in the division wish to use one or more common appraisals, these shall be designated by the request of the capital companies in the place where the consecutive capital company has its head office.

Paragraph 3. § 37, paragraph. 2 and 3 shall apply mutatis mutines to all participating capital undertakings in the spalt;.

Paragraph 4. The opinion shall contain a statement as to whether the remuneration of the capital shares in the incoming capital undertaking is justified and justifiably justified. The declaration shall indicate the procedures used in the establishment of remuneration, and to assess the appropriateness of that payment. The declaration shall also indicate the values to which the procedures are separately taken, as well as the importance which must be attributed to the procedures in relation to each other in the valuation of values. If there were any particular difficulties in the valuation of valuation, these are referred to in the declaration.

Assessment of the creditor ' s declaration

§ 297. In addition to the declaration referred to in Section 296, the assessment shall also make a statement as to whether the creditors in the individual company ' s capital must be considered sufficiently secured after the division in relation to the current situation of the company. However, the capital owners can decide in agreement that such a declaration should not be drawn up from an assessment man on the position of the creditors.

Possibility of creditors to report their claim

$298. If the assessors of their declaration concerning the creditors ' position, cf. Article 297 considers that the creditors of a single capital undertaking are not sufficiently secured after the division, or if no statement by a rating man on the creditor ' s position may be creditors whose claims have been upfront for the publication of the Commercial Management Board pursuant to section 299, no later than 4 weeks after the publication of its publication, their claims shall be notified to the company. However, claims for which reassuring security may not be notified.

Paragraph 2. Requying claims that are overdue may be requested, and for claims which are unfallen may require reassuring security.

Paragraph 3. Unless otherwise provided, the guarantee shall be as set out in paragraph 1. 2 shall not be required where the recovery of the claims is guaranteed by a law in accordance with the law.

Paragraph 4. Where there is a difference between the company ' s capital and notified creditor disputes whether to make security, or whether an offer is sufficient, both parties may, within two weeks of the claim, call for the case, to file the case for : the probate court on the seat of the capital undertaking for the decision of the question.

Paragraph 5. The creditor may not have a binding effect on the agreement which is based on the claim, waiter the right to require the security of paragraph 1. 3.

Transmission of information on the planned cross-border division, including the division plan and any assessment mandates of the creditor ' s position ;

$299. The Danish Agency shall have received a copy of the division plan within four weeks of the signing of a spall-off plan.

Paragraph 2. Evaluation declaration of the creditor ' s position, cf. § 297, 1. pkt. shall be submitted to the Corporate Authority, cf. however, paragraph 1 3.

Paragraph 3. If the option to deselect a rating declaration declaration for the creditor ' s position, cf. $297, 2. ..................

Paragraph 4. The receipt of the division plan and information and, if necessary, of the assessment mandates of the creditor ' s position, cf. paragraph One to three, will be published in the IT system of the Commercial Management Board. If creditors have the right to report their requirements, cf. Section 298 contains the publication of the Acquilice Management Board.

Paragraph 5. The Danish Agency for the Management Board may lay down detailed rules on the publication of the division of funds by the capital companies and, where appropriate, the accompanying documents.

Decisions to carry out a cross-border division

$300. The decision to carry out a fission shall not be taken at least four weeks after the publication of the Commercial Management Board, cf. § 299 (4) 4, of receipt of the division plan and of the assessment mandates of the creditor ' s position. If publication on section 299 (4), Paragraph 1, and on Article 299 (1). 2 or 3 has taken place separately shall be counted in 1. Act. from the latest publication time.

Paragraph 2. Where the depositing of the capital company is terminated in the division and has completed a financial year before the time of the rights and obligations of the depositing capital undertaking to be regarded as surpassed to the receiving undertakings, and the General Assembly has not yet approved the annual report for this financial period, the General Assembly shall approve the annual report at the latest, at the latest with the decision on the implementation of the division.

Paragraph 3. Creditors requesting must be informed of when decisions are taken on the possible implementation of the division.

Paragraph 4. The implementation of the division must be in line with the division plan. If the division does not respect the division of the draft terms of division, the proposal shall be deemed to have been withdrawn.

Paragraph 5. The following documents shall, if prepared, no later than four weeks before a decision on the execution of a split, shall be made available to the capital owners on the seat of the company or to their website, unless they agree that they agree that they are not ; the relevant documents shall not be presented to the capital owners prior to or at the meeting of the general meeting, cf. however, paragraph 1 7 :

1) The Spall-Plan.

2) Each of the approved annual reports of the participating undertakings participating undertakings for the last three financial years or the shorter time the capital undertaking may have passed.

3) Spall-making report.

4) Medium balance.

5) Evaluation report on report deposits.

6) The opinions of the appraisers on the division of plans, including the remuneration.

7) The assessment of the creditor ' s position of creditors.

Paragraph 6. Capital Owners who so request shall have access to the documents referred to in paragraph 1 of this Article. 5.

Paragraph 7. The Spall-account statement, cf. Article 293 shall also be subject to a cross-border division within four weeks before a decision on the implementation of the division shall be presented in the Office ' s Office for the inspection of the employee representatives or, if there is no, employee representatives of the specific Capital Company, for the employees themselves.

§ 301. Determination of a division shall be taken in the depositing capital of the General Assembly by the majority required under sections 106 and 107, and in accordance with the additional requirements to be included in the Staff Regulations of dissolution or division ; cf. However, § 310. If the capital undertaking is under winding-up proceedings, then splitting shall be decided on only if the encoding of capital owners has not yet been initiated and the meeting of the General Assembly shall at the same time take a decision to withdraw the liquidation. The retake of section 231 shall then not apply.

§ 302. " division " shall be taken in existing captive capital undertakings of the central executive agency, unless the General Assembly is to be amended, with the exception of the name or the name of the depositing of the capital seat or the name of the band. biname for the receiving capital company, cf. however, paragraph 1 2-4. If the capital undertaking is under winding-up proceedings, then splitting shall be determined only if the encoding to the capital owners has not yet been started and if the General Assembly takes the same decision to resume the company, cf. § 231.

Paragraph 2. Capitalowners who own 5%. of the corporate capital, or the capital owners, which, according to the statutes, see it in accordance with the rules of association. Article 89 may, moreover, be convened by the General Assembly, within two weeks of the date of publication of the draft division by the Commercial Management Board in writing that the decision in existing receiving capital undertakings should be taken by : The general assembly.

Paragraph 3. The central executive body shall, within two weeks of its request, call for a general assembly at the latest.

Paragraph 4. If it is the General Assembly which is to take the decision in an existing recipient capital, the decision shall be taken by the majority required for section 106.

§ 303. The central management body of the existing capital undertakings participating in the division shall, at any meeting of the General Assembly where a decision is taken to carry out a split, provide information on the events of major importance, including : significant changes to the assets and liabilities that have been made in the time between the signing of the spall-out plan and the general assembly.

§ 304. If it is the general assembly to take a decision on the implementation of a cross-border division, the General Assembly may make the adoption of a cross-border division conditional on the subsequent approver of the general meeting of the Joint Assembly ; determined guidelines for the employee participation.

Ability to claim compensation

§ 305. The capital owners of the incoming capital undertaking may require a repayment of the company if the remuneration of the capital shares in the incoming capital is not justified and justifiably justified, and if they have taken any reservations about it at the meeting of the General Assembly, in which a decision was taken on the implementation of the division.

Paragraph 2. In accordance with paragraph 1, 1 shall be taken, within two weeks of the date of division, in all the existing capital undertakings participating in the division.

Paragraph 3. Subject to paragraph 1, reservations have been made. 1, the graduated split may not be registered after the expiry of the two-week period, cf. paragraph 2, unless the assessment men in their opinion on the plan, including the remuneration, cf. Section 296 considers that the remuneration of the capital shares in the incoming capital undertaking is justified and justifiably justified.

Ability to request a solution

§ 306. In the case of a cross-border division, the capital owners in the depositing capital of the general assembly may also require the capital undertaking to submit their share of capital if they are to be made in writing ; no later than four weeks after the meeting of the Joint Assembly. Paragraph 110 shall also apply mutatis mutis.

Paragraph 2. The certificate to be issued pursuant to section 309 may not be issued until the value of the capital shares is reassuring. Estimen of the court on the seat of the capital firm determine whether the safety is reassuring. If the judgment of the estimates is made for the court, this shall not affect the ability of the Commercial Management Board to make the certificate, unless the court decides otherwise.

Confirmation of the increase in capital and capital reduction in cross-border division ;

§ 307. There may not be remuneration for capital shares in the incoming capital company owned by the capital companies participating in the division. section 31 and section 153 (3). 2 shall apply mutatis muctis to transboundary division.

Paragraph 2. Chapter 3 on the foundation, chapter 10 on the capital increase, chapter 11 on capital flight and Chapter 14 on solution, shall not apply to a cross-border division unless it is stated in the provisions concerning cross-border division, cf. § § 291-310.

Paragraph 3. Dannes der at the time of the division, a new capital undertaking to be heard under Danish law, and shall be made the choice of members of the executive executive and, if not auditing, immediately after the General Assembly has adopted the division, at the latest, the General Assembly shall be held in the new holding company for the choice of members of the executive executive and any auditor. The General Assembly shall also decide whether or not the future annual accounts of the company ' s holdings should be revised if the capital company is not subject to the obligation to audit by the annual accounting law or other legislation.

Notification of the implementation of a cross-border division

§ 308. The graduated split must be registered or registered for registration, cf. for each financial undertaking. Section 9 of the Danish Business Authority, within two weeks of the date of division, in all of the existing capital undertakings participating in the division. Any of the receiving capital undertakings may register or report the division on behalf of participating capital undertakings. The registration or notification shall be attached to the documents referred to in section 300 (3). 5, no. 3-7, if they're prepared.

Paragraph 2. Notification of the graduated split must be received in the Danish Business Authority at the latest by the end of the submission date of the annual report for the period during which the accounting effect of the division shall be subject to the date of the period for the purposes of the division. § 292 (2) 1, no. 7, however, no later than 1 years after the date of notification of receipt of the division plan pursuant to section 299. If one of these two deadlines is to be overtaken, the decision on the implementation of the division shall be lost, and the draft division plan in accordance with section 292 shall be deemed to have been lost.

Paragraph 3. If a division of companies which is incurred as part of a fission, make an agreement prior to the registration of the capital undertaking and the co-contractor is aware that the company is not registered, unless otherwise agreed, withdraw the contract, if : notification shall not be received by the Management Board at the latest at the end of the date referred to in paragraph 1. the time limit set or if the registration is denied. If the co-contractor was unaware that the capital company was not registered, then it may withdraw the agreement as long as the capital undertaking is not registered. § 41, paragraph. ONE, TWO. pkt; shall apply mutatis mutilatias.

Paragraph 4. Section 42-44 shall apply mutatis muthafs if a division of capital which is incurred as part of a fission shall acquire the assets assets of a capital owner in the time up to 24 months after the company has been registered.

Certified Issue

$309. Where notification of a cross-border division has been notified, the Danish Agency shall ensure that all the acts and formalities to be carried out prior to the division have been completed. The Management Board shall draw up a certificate of this as soon as possible to the participating capital undertaking, which is under Danish law, where the following conditions are met, cf. however, paragraph 1 2 :

1) The division shall be decided in all of the participating capital undertakings participating in the division, which is under Danish law.

2) The creditors ' claim declared after section 298 is determined.

3) The capital owner's claim for reimbursement after section 305 is settled or a reassuring security has been lodged with the requirement. If an assessment mandate has been drawn up on the plan, including the remuneration, and in the evaluation term it is assumed that the remuneration is justified and justifiably justified, the evaluation men shall also have declared that their opinion on The remuneration is not disputed to a significant extent. The appraisers decide if security is reassuring.

4) The capital owners ' demands for a solution after section 306 is settled.

5) The conditions in section 307 (4). 3 on the choice of members to the executive executive and the auditor are fulfilled.

6) § 316 (4)) 1, cf. Section 318, whether co-determination is met.

7) An Executive Board shall be appointed if, as part of the division, a new capital undertaking to be heard under Danish law and which must have a management model, where the executive executive body is either a Management Board or a supervisory body, shall be subject to the management of the management board. § 111, paragraph 1. 1.

Paragraph 2. However, if the time when the rights and obligations of the depositing capital are to be regarded as surpassed to the receiving capital undertakings, after the time of decisions to carry out the division, the certificate may, however, first be carried out ; shall be issued at the time of the accounting time. The time for the accounting date of the division cannot be later than two weeks after the decision to carry out the division, not later than the date of notification referred to in the case of the spaltus, cf. § 308 (3) 1. The timing of the accounting time and the date of the decision to apply the division shall also be in the same financial year for the participating capital undertakings.

Paragraph 3. Where one or more of the receiving capital undertakings in a cross-border division shall be subject to Danish law, a certificate shall be submitted to the Danish Agency for the Registration of the Danish Agency for the Management of the Foreign Capital Companies, the registration authorities for each of the other participating participating holdings. The certificate must be definitive proof that all the acts and formalities to be carried out in the country prior to the division have been completed and that the foreign registration authority will record the division in relation to the others ; participating capital undertakings after receipt of the notification from the Danish Business Authority. The certificate shall be received in the Agency for the Agency no later than six months after the issue, or the certificate shall be forfeit its validity. Upon receipt of certificates for all the other capital undertakings participating in the division, the Corporate Management Board shall record the implementation of cross-border divisions for the receiving capital undertakings to be heard under Danish law, and shall inform the registers as soon as possible where the other participating capital undertakings are registered.

Paragraph 4. Cross-border division, where one or more of the receiving capital companies shall be subject to Danish law, shall have effect from the day on which the Corporate Board records the division.

Paragraph 5. If the receiving capital companies in a cross-border division shall not be subject to Danish law, the Corporate Management Board shall record the implementation of the cross-border division of the depositing capital if this falls under Danish law, where the Danish Agency for Industry has received a notification similar to that of the Committee on Industry, of the Commission, 3 referred to by the competent registration authorities for the receiving capital undertakings.

Vertical transboundary division

§ 310. Owes all the holdings of capital in the incoming capital undertaking of the receiving capital undertakings, that is to say, in the case of a vertical transboundary division, a decision to split the divisions in the incoming capital undertaking shall be taken by the central executive body. For the rest, paragraph 292 (2). 1, no. 1-3, 6 and 9-15 and paragraph 1. 2-4, section 293, 294, and 297-300, section 301, 2. and 3. pkt., and sections 302-304 and 307-309 corresponding application to vertical cross-border scaltings.

Co-worker participation in cross-border fusion

§ 311. For a transboundary merger, cf. § 271, where the consecutive capital company is to be subject to Danish law, section 140 shall apply, unless :

1) use shall not result in at least the same level of participation as those applicable in the relevant merging capital undertakings, measured in relation to the share of employee representatives among members of the administrative or supervisory bodies, the selection of committees or management groups, including in the company ' s profit-making centres, which are covered by the participation of the participation of the Community ;

2) the use of non-personnel in the holdings of other Member States in the capital undertaking resulting from the transboundary merger shall be the same right to exercise the co-determination of the co-determination of the staff employed by the persons employed in the Community ; Denmark, or

3) at least one of the merging capital undertakings of the six months preceding the publication of the plan for the cross-border merger, cf. Section 137, paragraph 1. 1, an average number of employees in excess of 500 are subject to a co-determination system.

Paragraph 2. If § 140 applies, section 312-316 does not apply.

§ 312. If § 140 does not apply, cf. § 311, section 2 (2) shall apply. 4-6 and 11, section 3, 14, section 15. Paragraph 1 (1). 2, no. Paragraph 1 and paragraph 1. 3, section 17, no. 1, 7 and 8, section 41-43 of the employee influence in SE companies, as well as this legal section 313-316.

Paragraph 2. Purses of this law's section 313 (3). Paragraph 15, paragraph 15. 4 and 5, section 33 (3). 2, section 34 and section 36-40 of the employee influence in SE-companies shall also apply.

Paragraph 3. If the provisions of the law of employee involvement in the SE companies apply, section 120 (4) shall be applied. 1, and § 140-143, not apply.

Paragraph 4. If the consecutive capital of a cross-border merger must be subject to the legislation of another EU/EEA country and in the context of cross-border concentration, rules on co-determination resulting from the Council Directive shall apply, the establishment of additional rules for the European Company Statute (SE) in respect of the participation of employees, section 2 (2). 4-6 and 11, and sections 3, 9, 36 to 39 and 41-43 of the employee influence of the SETs as well as this legal paragraph 368 apply to the participating capital undertakings and the subsidiaries under Danish law, as well as the holdings of the holding of the undertaking concerned ; the capital undertaking, participating undertakings, or interested subsidiaries when these holdings are located in Denmark.

§ 313. Section 15 (3). 4 and 5, section 33 (3). 2, and § § 34 and 36-40 in the Law on employee influence in SE companies only apply when the merger was a system of co-determination in one or more of the participating capital undertakings, and when :

1) the competent bodies of the participating undertakings concerned and the special negotiating body shall agree to apply the said provisions,

2) Whereas, within the period laid down in Section 12, the time limit laid down by the SEE companies, an agreement and the competent bodies of the participating undertakings shall decide to apply the said provisions and shall continue to do so. the registration, cf. however, paragraph 1 2, or

3) the competent bodies of the participating undertakings shall decide to use the said provisions without prior consultation with the special negotiating body.

Paragraph 2. In the case referred to in paragraph 1. 1, no. Moreover, it is a prerequisite for the use of section 15 (3). 4 and 5, section 33 (3). 2, and § § 34 and 36-40 in the Act of Employee influence in SETs, that the special negotiating body shall take a decision on this subject if less than 1/3 of the total number of employees in all participating capital undertakings prior to the merger were covered by a single body ; or more forms of co-determination.

Paragraph 3. In the cases referred to in paragraph 1. 1, no. 1 and 2, the share of the members of the selected executive members may not exceed the number according to the section 140 of the Act.

§ 314. When the employee influence in SE-15, section 15, section 4 and 5, section 33 (3). 2, and § § 34 and 36-40, cf. § 313, paragraph 3. 1, the application of the special negotiating body shall decide ;

1) the distribution of seats on the Board of Governing Board or of the Supervisory Council between members representing the staff of the Member States in which the Council Directive establishing additional provisions for the Statute for the European Company (SE) is concerned, Employee influence is valid, or

2) how the members of the consecutive capital company may recommend or oppose the appointment of the members of the Management Board or the Board of Supervisors in relation to the part of the staff employed in each state.

§ 315. The special negotiating body may, by at least 2/3 of the votes of members representing at least 2/3 of staff employed in at least two countries, do not decide to open negotiations or to suspend the negotiations and to use it ; the rules laid down in section 140 on the choice of members of the members of the Management Party.

§ 316. If § 140 does not apply, cf. § 311, paragraph. 1, a cross-border concentration may not be registered unless an agreement has been reached on a system for co-determination pursuant to section 17, no. 1, 7 and 8, in the employee influence of SE companies, cf. § 312, paragraph 1. Paragraph 1, or § 313 (3). 1, no. 1, or a decision has been taken pursuant to section 313 (3) of the Law. 1, no. 3, or § 315, or the time limit in section 12 of the employee influence in SE companies, cf. this law's section 313 (3). 1, no. 2 has expired without any agreement being reached.

Subsequent national mergers and spines

§ 317. section 311-316 on the co-determination of cross-border mergers shall apply mutatis mutias if the consecutive company of a transboundary concentration within the first three years of the concentration is participating in a national concentration or a split.

Employee participation in cross-border splitting

§ 318. section 311-317 on the co-determination of cross-border mergers, with the necessary adaptations, shall apply mutatis mutandis to cross-border division.

Chapter 16 a

Cross-border movement of registered office

§ 318 a. A capital undertaking covered by this law may, in the case of a cross-border transfer of its registered office, move its registered registered office to another EU/EEA country and a corresponding capital company with registered registered office in another EU/EEA country may move its territory ; home to Denmark, cf. however, paragraph 1 Two and three. The cross-border relocation can be carried out without the consent of the creditors.

Paragraph 2. Cross-border relocation can be decided only if the law of the country to which the capital company wishes to move from or move to allows cross-border transfer of the seat.

Paragraph 3. A Danish capital company can only move home to another EU/EEA country if there is a protection of the employee's right to co-determination in the legislation that the capital company will be hearing after the move.

Moving of a company ' s seat from Denmark

Move Plan

§ 318 b. The central management body of the capital undertaking moving home, creates and signs an aircraft plan to contain information and provisions relating to :

1) the company ' s company ' s company, name and registered office,

2) draft new statutes of the capital undertaking after the move,

3) the proposed timetable for the move, including the accounting effect of the move,

4) the likely impact of the plane on employment in the capital undertaking,

5) the rights of the capital undertaking after the movement conferred on the holders of capital shares with special rights and any holders of securities other than capital holdings or the measures being proposed for the benefit of : these people,

6) the specific benefits granted to the assessors to express their opinion on the position of creditors, cf. section 318 d and the members of the leadership of the capital company, and

7) information on the procedures under which section 318 o lays down detailed rules concerning the involvement of employees in the establishment of their rights with regard to the participation in the capital undertaking after the move, if appropriate.

Paragraph 2. The Move Plan must be signed at the latest at the end of the financial year in which the timing of the flight ' s financial impact shall be signed, cf. paragraph 1, no. Three, form part. If the deadline is passed, the receipt of the Move Plan of the Vocational Authority cannot be made public and the move will not be adopted.

Move Decision

§ 318 c. The central management body of the capital undertaking moving home to another EU/EEA country must draw up a written account in which the move plan is explained and justified. The decision shall include a statement on the consequences of the transboundary movement of the company ' s capital owners, creditors and staff.

Assessment of the creditor ' s declaration

§ 318 d. In the capital undertaking moving home to another EU/EEA country, one or more irresilient experts shall draw up a declaration as to whether the creditors of the capital undertaking are to be adequately secured after the move in relationship with the current situation. However, the capital owners may decide in agreement that such a declaration should not be drawn up from an assessment man concerning the position of the creditors in accordance with the opinion of the creditor. However, § 318 e.

Paragraph 2. Section 37 concerning rating men shall apply mutatis mutual use to cross-border movement of registered offices.

Possibility of creditors to report their claim

§ 318 e. If the assessors of their declaration concerning the creditors ' position, cf. Section 318 d, finds that the creditors of the capital company are not sufficiently secured after the move, or if no statement by a rating man on the creditor ' s position may be creditors whose claims have been precedes ; The publication of the Corporate Management Board pursuant to section 318 (f) (1). 4, no later than 4 weeks after its publication, their claims are notified. However, claims for which reassuring security may not be notified.

Paragraph 2. Requying claims that are overdue may be requested, and for claims which are unfallen may require reassuring security.

Paragraph 3. Unless otherwise provided, the guarantee shall be as set out in paragraph 1. 2 shall not be required where the recovery of the claims is guaranteed by a law in accordance with the law.

Paragraph 4. Where there is a difference between the company ' s capital and notified creditor disputes whether to make security, or whether an offer is sufficient, both parties may, within two weeks of the claim, call for the case, to file the case for : the location of the seat on the seat of the company for the decision of the question.

Paragraph 5. The creditor may not have a binding effect on the agreement which is based on the claim, waiter the right to require the security of paragraph 1. 2.

Transmission of the Move Plan and Assessment Man Statement on the Position of the creditors

§ 318 F. The Danish Agency shall have received a copy of the Move Plan by 4 weeks after the date of the MLI of the Move Plan. If the deadline is passed, the receipt of the Move Plan will not be made public and the move will not be adopted.

Paragraph 2. Evaluation declaration of the creditor ' s position, cf. § 318 d, paragraph 1 ONE, ONE. pkt. shall be submitted to the Corporate Authority, cf. however, paragraph 1 3.

Paragraph 3. If the option to deselect the assessment declaration in accordance with section 318 d (1), ONE, TWO. ....................

Paragraph 4. The receipt of the Move Plan and the information and, where appropriate, of the assessment mandates on the position of the creditors, cf. paragraph One to three, will be published in the IT system of the Commercial Management Board. If creditors have the right to report their requirements, cf. Section 318 e, the publication of the Commercial Management Board shall provide information on this subject.

Paragraph 5. The Danish Agency for the Management Board may lay down detailed rules on the publication of the movement of companies by means of a moving plan and, where appropriate, accompanying documents.

Decision to implement the move

§ 318 g. The decision to carry out a transfer of the seat of the capital undertaking to another EU/EEA country must not be taken at least four weeks after the publication of the Commercial Management Board, cf. § 318 f, paragraph. 4, of receipt of the Move Plan and, where appropriate, of the statement by the rating men concerning the position of the creditors. If the publication on section 318 (f), Paragraph 1, and concerning section 318 (f), 2 or 3 has taken place separately shall be counted in 1. Act. from the latest publication time.

Paragraph 2. If the company being reconsidered has completed a financial year before the timing of the timing of the aircraft and the meeting of the General Assembly has not yet approved the annual report for this financial period, the General Assembly shall : approve the annual report for this financial period at the latest by the decision concerning the implementation of the move.

Paragraph 3. Creditors requesting must be informed of when decisions are taken on the possible implementation of the air transport operation.

Paragraph 4. The implementation of the aircraft must be in line with the Move Plan. If the move does not include the move in accordance with the published Move Plan, the proposal shall be deemed to have lapsed.

Paragraph 5. The following documents shall be provided if they are prepared, no later than four weeks before a decision on the execution of a move is made available to the capital owners unless they decide that the documents in question are not to be submitted ; for the capital owners prior to or at the meeting of the general meeting, cf. however, paragraph 1 6 :

1) The Move Plan.

2) The approved annual reports of the capital undertaking for the last three financial years or the shorter time the capital undertaking may have passed.

3) Flight decree.

4) The assessment of the creditor ' s position of creditors.

Paragraph 6. Capital Owners who so request shall have access to the documents referred to in paragraph 1 of this Article. 5.

Paragraph 7. Move Decision, cf. Article 318 c, shall also be presented at a capital company ' s location within four weeks prior to a decision on the implementation of the move to the Office ' s Office for the Office ' s Office for the inspection of the employee representatives or, where : there are not employees ' representatives in the firm of capital, for the workers themselves.

§ 318 h. a decision to move to another EU/EEA country shall be taken in the moving company of the General Assembly by the majority required by Section 106, and in accordance with the additional requirements to be included in the Staff Regulations or cross-border transfer of registered office. If the capital undertaking is winding up, the transfer may be decided only if the encoding to capital owners has not yet been initiated and the meeting of the general meeting at the same time will decide to withdraw the liquidation. The retake of section 231 shall then not apply.

§ 318 i. The central executive body shall, at the meeting of the General Assembly where a decision is to be taken on the completion of a transboundary movement, information on events of major importance, including essential changes to assets and obligations that are in time between the signature of the MLI and the General Assembly.

§ 318 j. The General Assembly may make the adoption of a cross-border move subject to the subsequent approval of the General Assembly's guidelines for the participation of employees.

Ability to request a solution

§ 318 k. The capital owners of the capital undertaking moving to another EU/EEA country and which, in the general assembly opposite the move, may require the capital undertaking to cash in their holdings if they are to be submitted in writing no later than 4 weeks after ; General Assembly's holding. Paragraph 110 shall also apply mutatis mutis.

Paragraph 2. The certificate to be issued in accordance with section 318 m shall not be issued until the value of the capital shares is reassuring. Estimen of the court on the seat of the capital firm determine whether the safety is reassuring. If the judgment of the estimates is made for the court, this shall not affect the ability of the Commercial Management Board to make the certificate, unless the court decides otherwise.

Notification of the implementation of a cross-border transfer of registered offices

§ 318 l. The relocation of the relocation shall be registered or reported for registration, cf. section 9 of the Danish Business Authority, within two weeks after the move has been decided, cf. however, paragraph 1 2. The registration or notification shall be accompanied by the documents referred to in section 318 g (2). 5, no. 3 and 4 if they are drawn up.

Paragraph 2. Notification of the transfer of the relocation shall be received in the Business Authority at the latest by the end of the submission date of the annual report for the period during which the timing of the flight ' s accounting effect is set out in accordance with the date of the period for the flight. § 318 b, paragraph. 1, no. 3, however, no later than 1 years after the date of receipt of the Move Plan, in accordance with section 318. If one of these two deadlines is to be overtaken, the decision on the execution of air transport is lost, and the deviation of the Move Plan under section 318 b shall be deemed to have been lost.

Certified Issue

§ 318 m. Once the Danish Business Authority receives the notification of the transfer of a location to another EU/EEA country, the Board shall ensure that all the acts and formalities to be carried out prior to the move have been completed. The Management Board shall draw up a certificate to the capital undertaking as soon as possible, when the following conditions are met, cf. however, paragraph 1 2 :

1) The movement has been decided in the Danish capital company.

2) The creditors ' claim filed after section 318 e is settled.

3) The capital owners ' demands for a solution after section 318 is settled.

Paragraph 2. However, if the timing of the move is completed after the decision to carry out the move, the certificate shall not be issued at the time of the accounting time. The timing of the timing of the aircraft may not be later than two weeks after the decision to carry out the move, not later than the date of notification, cf. § 318 l, paragraph 1. 1. The timing of the accounting time and the date of the decision to carry out the move shall also be in the same financial year for the capital undertaking.

Paragraph 3. The final recording of the undertaking ' s location to another EU/EEA country shall carry out the Danish Agency for the Management Board when the Management Board has received a notification by the competent authority of the country in which the capital undertaking is to have the transfer ; registered office that the movement of the seat of the holding company is now finally registered in this country.

Moving of a company ' s seat to Denmark

§ 318 n. A business capital undertaking in another EU/EEA country may move home to Denmark when the competent authority of the country in which the capital undertaking so far has established has issued a certificate that all the acts and formalities to be carried out, fulfilled prior to the move, completed and that the foreign registration authority will record the location of the location of the location.

Paragraph 2. After the receipt of the certificate, cf. paragraph 1, shall record the implementation of the cross-border transfer of the registered office to Denmark and shall subsequently inform the competent authority of the country in which the capital undertaking has so far been domic-d; or is registered. The registration may only take place when the company complies with the requirements of this law to the company in question.

Paragraph 3. A cross-border transfer of registered offices to Denmark shall take effect from the day on which the Corporate Board records the move.

Paragraph 4. Chapter 3 on the foundation shall not apply where a capital undertaking by a cross-border transfer of the seat is relocated from a different EU/EEA country to Denmark.

Employee participation by a company ' s cross-border transfer of registered office

§ 318 o. section 311-317 shall apply mutatis mutandis to the necessary adaptations to transboundary movement of the home office.

Chapter 17

Transformation

Conversion of anpartcompany to limited liability company

§ 319. The Plural (s) may, by the majority required for the amendment of the Staff Regulations, adopt an undertaking to enact a company to a company. The applicant must, before a decision on conversion, be made aware of an assessment report drawn up in accordance with section 36 and 37, respectively, in accordance with the rules of section 38. Section 42-44 shall apply mutatis mulations to the acquisition of the decision on conversion. The transformation can be carried out without the consent of the creditors. section 31 shall apply by analogy to the conversion of a liability company to a company.

Paragraph 2. Notification of the adoption of the transformation shall be sent within two weeks of the adoption of all the parties concerned who have not participated in the decision.

$320. A company ' s conversion to limited liability companies shall be deemed to have occurred when the company ' s statutes have changed so that they meet the requirements for limited liability companies and when the conversion is registered in the IT system of the Corporate Management System.

Transformation of limited liability company to anpartliability

§ 321. The General Assembly may, by the majority required for altering a company ' s statutes, adopt a limited liability company to a company ' s association. The transformation can be carried out without the consent of the creditors.

Paragraph 2. Notification of the adoption of the conversion shall be sent within two weeks of the adoption of all shareholders who have not participated in the decision.

§ 322. A company ' s conversion to anpartliability is deemed to have occurred when the company's statutes have changed so that they meet the requirements of anti-party companies and when the conversion is registered in the IT system of the Commercial Management Agency.

Transformation of limited liability company to partner

$323. The General Assembly may, by the majority required for the amendment of the Staff Regulations, to enact a company to a partnership company. The transformation can be carried out without the consent of the creditors.

Paragraph 2. The communication on the adoption shall be sent within two weeks of the adoption of any registered shareholder and to the competent participants who are fully responsible.

Paragraph 3. A company conversion to the partner company shall be deemed to have occurred when the company ' s statutes have changed so that they meet the requirements for partner companies and when the conversion is registered in the IT system of the Commercial Management System.

Transforming partner company to limited liability company

§ 324. The General Assembly may, by the majority required for the amendment, and with the consent of the fully responsible participants, agree to transform a partner into a limited liability company. The transformation can be carried out without the consent of the creditors. Before a decision is taken on conversion, the General Assembly shall be made aware of an assessment report drawn up in accordance with section 36 and 37, respectively, in accordance with the rules of section 38. Section 42-44 shall apply mutatis mulations to the acquisition of the decision on conversion. section 31 shall apply by analogy to the conversion of a partner company to limited liability company.

Paragraph 2. Notification of the adoption of the transformation shall be sent within two weeks of the adoption of any party contestants who have not participated in the decision.

Paragraph 3. A partnership conversion to limited liability companies shall be deemed to have occurred when the company ' s statutes have changed so that they meet the requirements for limited liability companies and when the conversion is registered in the IT system of the Commercial Management System.

Paragraph 4. In the case of a partnership conversion to limited liability companies, the fully responsible participant shall continue to take part in the transformation of commitments entered into before the transformation.

Transformation of cooperatives to limited liability

$325. In a company with limited liability, the body that has been authorised to amend the statutes may be adopted to convert the company into a company in accordance with the rules of the association. § § 326-337. The transformation can be carried out without the consent of the creditors.

Training plan

$326. The central management body of the cooperative society shall establish and sign in conjunction with a conversion plan, cf. however, paragraph 1 2.

Paragraph 2. The Andel Shaves may decide in agreement that a conversion plan should not be established, cf. however, section 335 (3). Two and three.

Paragraph 3. The training schedule shall include information and provisions relating to :

1) the name of the cooperative undertaking and any binary names prior to and after conversion,

2) location of the cooperative undertaking,

3) remuneration for the Andelshaves,

4) the time from which the shares in the limited liability company provide the right to yield ;

5) the rights of the shareholders conferred on the holders of ownership and debt letters with special rights in the cooperative society before conversion,

6) any other measures intended for the benefit of holders in paragraph 1, 5 as referred to as the owner shares and debt letters,

7) the listing of shares paid as remuneration, and any extradition of stock letters,

8) any particular benefit which, as part of the transformation, is given to the members of the company ' s management, and

9) draft statutes, cf. sections 28 and 29 for the company after conversion.

Training statement

$327. The central management body of the cooperative undertaking shall draw up a written statement in which the proposed conversion, including any conversion plan, explains and justifies, cf. however, paragraph 1 2. The deposition must include information on the fixing of remuneration for the Andelshaves, including special difficulties associated with the fixing.

Paragraph 2. The Andel Shaves may decide on a decision that no conversion statement should be drawn up.

Medium balance

$328. If the conversion plan is signed more than six months after the end of the financial year in which the cooperative undertaking ' s latest annual report or a declaration of exception relates, a balance shall be drawn up, cf. however, paragraph 1 4.

Paragraph 2. If there is a conversion where the conversion plan is opted, cf. § 326, paragraph. 2, for the cooperative undertaking concerned, if the decision to opt out of the conversion plan has been met more than six months after the end of the financial year, as the last annual report or a declaration of exception, related to, cf. however, paragraph 1 4.

Paragraph 3. The balance sheet to be drawn up in accordance with the rules set by the cooperative undertaking shall not have an account date which is more than three months prior to the signing of the conversion plan. The balance sheet must be revised if the cooperative company is subject to the obligation to audit in accordance with the annual accounting law or other legislation.

Paragraph 4. In agreement, the Andel Shaves may decide that a balance should not be drawn up, regardless of whether a conversion plan is signed more than six months after the end of the financial year, as the last annual report of the cooperative undertaking, A declaration of exception concerns.

Assessment report on report deposits

$329. As part of the transformation, a report must be obtained from an assessment man. The assessment man shall be appointed in accordance with section 37 (3). 1. § 37, paragraph. 2 and 3 shall apply by analogy to the cooperative society of the cooperatives that are requested to be converted.

Paragraph 2. The assessment report shall include :

1) a description of each deposits,

2) information on the procedure used for the assessment,

3) an indication of the remuneration fixed, and

4) a statement that the minimum value corresponds to the agreed remuneration, including any denunciations of the shares to be issued, with the addition of any overheading.

Paragraph 3. The assessment report must not have been produced more than three months before the date of the conversion of the conversion, cf. § 334. If the deadline is passed, the conversion of the transforming process may not be valid.

Evaluation of the proposed conversion, including any conversion plan,

$330. One or more non-capable, expert-based appraisers shall draw up a written statement on the conversion plan, including the remuneration, cf. paragraph 4. In a transformation where the transformation plan has been opted, cf. § 326, paragraph. 2, the assessment man shall give a written opinion on the proposed conversion, including the remuneration, cf. paragraph 4. The Andel Shaves may decide in agreement that a statement by a judgement man on the intended conversion should not be drawn up.

Paragraph 2. The assessment men shall be designated in accordance with section 37 (3). 1.

Paragraph 3. § 37, paragraph. 2 and 3 shall apply by analogy to the cooperative society of the cooperatives that are requested to be converted.

Paragraph 4. The opinion shall contain a statement as to whether the remuneration for the Andelshaves in the cooperative society is justified and justifiably justified. The declaration shall indicate the procedures used in the establishment of remuneration, and to assess the appropriateness of that payment. The declaration shall also indicate the values to which the procedures are separately taken, and the importance attached to the way in which the procedures should be placed in relation to each other in the valuation of values. If there were any particular difficulties in the valuation of valuation, these are referred to in the declaration.

Assessment of the creditor ' s declaration

$331. In addition to the declaration made in section 330, the assessment shall also make a statement as to whether the shareholders ' creditors are considered to be sufficiently secured after conversion in relation to the current situation of the company. However, the Andel Shaves may decide in agreement that such a statement should not be drawn up from an assessment man concerning the position of the creditors.

Possibility of creditors to report their requirements

$332. If the assessors of their declaration concerning the creditors ' position, cf. Section 331 finds that creditors in the cooperative society are not sufficiently secured after conversion, or if a statement of the creditor ' s statement has not been drawn up, creditors may be creditors whose claims have been precedes ; The publication by the Corporate Management Board pursuant to section 333, not later than 4 weeks after the publication, notifies their debts to the company. However, claims for which reassuring security may not be notified.

Paragraph 2. Requying claims that are overdue may be requested, and for claims that are unfallen may require reassuring security.

Paragraph 3. Unless otherwise provided, the guarantee shall be as set out in paragraph 1. 2 shall not be required where the recovery of the claims is guaranteed by a law in accordance with the law.

Paragraph 4. Where there is a dispute between the company and notified creditor disputes whether to ensure security or whether an offer is sufficient, both parties may, within two weeks of the claim, submit the case to the court on the case of the claim ; the seat of the company for the decision of the question.

Paragraph 5. The creditor may not have a binding effect on the agreement which is based on the claim, waiter the right to require the security of paragraph 1. 2.

Transformation of information on the proposed conversion, including any conversion plan and any assessment mandates of the creditor ' s position ;

§ 333. The Danish Business Authority shall have received a copy of the conversion plan within four weeks of the signing of any information plan, cf. paragraph If the deadline is passed, the receipt of the conversion plan will not be made public, and the conversion is not adopted.

Paragraph 2. If the cooperative society has taken advantage of the possibility of frauling the creation of a transformation plan, cf. § 326, paragraph. 2, this shall be communicated to the Danish Agency for the Business Authority, stating the name of the cooperative undertaking and the CVR number.

Paragraph 3. Evaluation declaration of the creditor ' s position, cf. $331, 1. pkt. shall be submitted to the Corporate Authority, cf. however, paragraph 1 4.

Paragraph 4. If the option to deselect the drawing up of an assessment mandate for the creditor ' s position, cf. $331, 2. ...................

Paragraph 5. The receipt of information and documents provided by the Business Management Board, cf. paragraph One-four, shall be published in the IT system of the Commercial Management Board. If creditors have the right to report their requirements, cf. Section 332 contains the publication of the Acquilice Management Board.

Paragraph 6. The Danish Board of Directors may lay down detailed rules on the publication of the cooperatives by the cooperative undertakings and, where appropriate, the accompanying documents.

Decision to complete transformation

§ 334. The decision to carry out a conversion must not be at the earliest time of four weeks after the publication of the Commercial Management Board, cf. § 333, paragraph. 5, of the receipt of information relating to the transformation envisaged, cf. however, paragraph 1 Two and three. If publication relating to section 333 (3), 1 or 2, and in relation to section 333 (3), 3 or 4 has taken place separately, the deadline shall be set at 1. Act. from the latest publication time.

Paragraph 2. If the declaration of creditors ' declaration of the creditor ' s position is assumed, cf. Section 331 that the creditors in the cooperative society are sufficiently secure after conversion, the Andelshaves may be in agreement following the publication of the Commercial Management Board, cf. § 333, paragraph. 5, of the receipt of the information on the proposed conversion, decide to derogate from the time limit referred to in paragraph 1. 1.

Paragraph 3. In a transformation where the transformation plan has been opted, cf. § 326, paragraph. In the first place, there is no requirement for the Agency for the Management Board to be published, cf. § 333, paragraph. 5, before the Andelshaves can decide on the implementation of the conversion if a judgment declaration of the creditor ' s position has been drawn up, cf. Section 331, and if the rating men in their Declaration on the creditors ' position, the creditors in the cooperative company shall be adequately secured after conversion.

Paragraph 4. Creditors requesting such information shall be informed of when decisions are taken on the implementation of the conversion of the conversion.

Paragraph 5. The implementation of the conversion must be in line with the conversion plan if a transformation plan has been drawn up. If the conversion is not carried out in accordance with a possible published conversion plan, the proposal shall be deemed to have been withdrawn.

Paragraph 6. The following documents shall, if prepared, no later than four weeks before a decision on the implementation of the conversion, shall be made available to the holdings on the site or home page of the cooperative undertaking, unless they agree that they agree that : the relevant documents shall not be presented to the shares preceding or at the meeting of the general meeting, cf. however, paragraph 1 7 :

1) The training schedule.

2) The approved annual reports of the Andelsselundertaking for the last three financial years or the shorter time the company may have passed.

3) The conversion statement.

4) Medium balance.

5) Evaluation report on report deposits.

6) The opinions of the appraisal on the proposed conversion, including a possible conversion plan.

7) The assessment of the creditor ' s position of creditors.

Paragraph 7. The documents referred to in paragraph 1 shall have access to the documents referred to in paragraph 1, which are so requested. 6.

$335. The decision on conversion shall be made by the body empowered to amend the statutes. The decision shall be taken by the majority required to decide on the resolution of the company, but at least with the approval of 4/5 of the Andelshaves or their votes, when voting is carried out on the basis of turnover for the light of the sale of 11 or so similar. If the cooperatives are under winding-up, the conversion may be decided only if unloading to the Andelshaves has not yet been started and if the Andelshaves decide to withdraw the liquidation. section 31 shall apply by analogy to the conversion of a cooperative company to limited liability company.

Paragraph 2. In a transformation where the transformation plan has been opted, cf. § 326, paragraph. 2, the central executive body shall inform the central executive body of significant events, including essential changes to the assets and liabilities that have been made in the period between the balance day of the last annual report or a declaration of exception ; and The general assembly.

Paragraph 3. In the context of the adoption of the implementation of the conversion, the following conditions should be taken if the conversion plan is opted in accordance with the provisions of the conversion plan. § 326 :

1) The name of the Anchor Company and any binary names.

2) The fee for the shares of the entraneous cooperative society.

3) The time from which the shares which may be granted as remuneration gives the right to benefit.

4) Attachments, cf. § § 28 and 29.

Paragraph 4. The central management body of the cooperative society shall at the meeting on which a decision on the implementation of the conversion is to be made, information on the events of major importance, including significant changes in assets and liabilities ; following the signing of the transformation plan.

Paragraph 5. The communication on the transformation must be granted within two weeks of the adoption of all other cooperaties.

Paragraph 6. In the event of a decision on the implementation of the conversion, the choice of top management and possible auditor shall not be held immediately after a decision on the implementation of the conversion process, a general assembly shall be held in the company for its choice. The subtleshaves shall, in the case of conversion or, at the subsequent meeting of the following General Assembly, decide whether or not the company ' s future annual accounts should be revised if the company is not subject to the obligation to review the annual accounts ; annual accounting law or other legislation.

Ability to claim compensation

§ 336. The Andel Shaves may require the company to be reimbursed if the donation to the Andelshaves is not justified and justifiably justified, and if they have taken any reservations at the meeting in which the decision on the implementation of the conversion was taken.

Paragraph 2. In accordance with paragraph 1, 1 shall be taken, within two weeks of the implementation of the conversion, have been decided.

Paragraph 3. Subject to paragraph 1, reservations have been made. 1, the notification to the conversion of the conversion shall not be recorded after the expiry of the 2-week period, cf. paragraph 2, unless the assessment men in their opinion on the plan, including the remuneration, cf. § 330, find that the remuneration for the Andelshaves is justified and justifiably justified.

Detection of conversion of conversion

$337. The conversion of the conversion to the cooperative society shall be registered or notifiable, cf. Section 9 of the Danish Business Authority, within two weeks of the date of conversion. The registration or notification shall be accompanied by the documents referred to in section 334 (4). 6, no. 3-7, if they're prepared.

Paragraph 2. The conversion of the conversion must be registered or reported for registration, cf. Section 9, no later than 1 years after the publication of the Commercial Management Board, cf. § 333, paragraph. 5, of the receipt of information relating to the transformation envisaged. If the deadline is passed, the decision on the transposition of the conversion is forfeit its validity and, where appropriate, a transformation plan in accordance with section 326 shall be deemed to have been lost.

Paragraph 3. A company conversion to limited liability companies may be registered when :

1) The conversion has been decided by the Andelshaves, cf. § 335, paragraph. 1.

2) The creditors ' claim filed after section 332 is determined.

3) The conditions in section 335 (3). 4, on the choice of members of the executive executive and the auditor are fulfilled.

4) The requirements of the AndelShavers for reimbursement after section 336 are settled unless reassuring security has been lodged with the requirement. If a judgment mandate has been drawn up on the proposed conversion, including the remuneration, and the judgment of the judgment is assumed that the remuneration is justified and justifiably justified, the evaluation men must have declared that their remuneration is justified, and the opinion on the remuneration is not subject to a significant degree. The appraisers decide if security is reassuring.

5) There's an executive board.

Paragraph 4. A company ' s conversion to limited liability shall be deemed to have occurred when the company ' s statutes have changed so that they meet the requirements for limited liability companies and when the conversion is registered in the IT system of the Corporate Management System.

Paragraph 5. The recording in the owner book and any extradition of stock letters may not be made prior to the registration of the asset.

Paragraph 6. In the course of three years after conversion, without all the parties entitled to make a request for admission to the company ' s ownership book, the central executive body may, by means of an announcement in the IT system of the Occupion Management System, may invite them or the persons concerned ; within 6 months, to turn to the company. Once the deadline has elaping, without making the call, the Board of shareholders may dispose of the shares. In the sales language, the company may deduction the costs of the publication and the sale. If the sales language is not retrieved within 3 years of the Disposal Disposal, the amount shall be added to the company.

Paragraph 7. Section 42-44 shall apply mutatis mutant if the company is acquiring the assets assets of a shareholder, as you know, in the time up to 24 months after the transformation is registered.

Chapter 18

Acceptance bids in limited liability companies which share shares in trade in a regulated market or a multilateral trade facility

§ 338. The provisions of this Chapter shall apply to limited liability companies which have one or more shareholders with associated voting rights in a regulated market or a multilateral trade facility in an EU or EEA country, cf. however, section 340 (3). 4.

Special involvement of the General Assembly

§ 339. The General Assembly may decide to adopt a system whereby the central executive body of a company whose shares is the subject of a takeover bids, cf. Chapter 8 of the securities trade law must obtain the approval of the General Assembly before any measures that may obstruct an offer, except for a decision to examine options for other offers.

Paragraph 2. The General Assembly shall decide in accordance with paragraph 1 1 in accordance with the requirements for voting majority, as section 106 (4). 1, lay down. In addition, the decision shall comply with the additional requirements laid down in the company ' s statutes pursuant to section 106 (1). 1. Similarly, if the decision is subsequently changed.

Paragraph 3. The approval of the General Assembly, cf. paragraph 1 is required from the time the bidder publishes a decision that a takeover bids will be made, and until the result of the offer is available and published in accordance with the rules of Chapter 8 of the securities trading Act, or The offer has been taken. The approval of the General Assembly must then be obtained, regardless of whether these are measures that have been decided before the central executive agency has received information about the takeover bid.

Paragraph 4. By way of derogation from Section 94, paragraph 2, and even if the statutes provide for a longer period, the central management body of the limited liability company may summon the General Assembly at least two weeks on the purpose of obtaining the approval of the General Assembly for measures as set out in paragraph 1. 1.

Paragraph 5. Has a general assembly of a company set up a system to involve the General Assembly, cf. paragraph 1, the General Assembly may decide that this scheme applies only if the stock company shares are the subject of an offer from a company in an EU or EEA country which has established a similar scheme, or directly or indirectly ; controlled by a parent undertaking, cf. sections 6 and 7 which have introduced a similar scheme.

Paragraph 6. The company shall notify the Joint Assembly ' s decision as soon as possible to establish a system as referred to in paragraph 1. 1 to the Danish Agency for the Agency and to the supervisory authorities of an EU or EEA country in which the shares of the stock companies are concerned with trade in a regulated market or a multilateral trade facility, or where the application for a trade is applied. Information on the decision-making by the General Assembly shall be published in the IT system of the Commercial Management Board.

Suspension of special rights

§ 340. The General Assembly may decide to establish a system whereby special rights or limitations attached to the ownership of shares in the stock company or to each stock, are suspended if the stock company shares are the subject of a stock market ; for a takeover bids, cf. Chapter 8 of the securities trading area and so on.

Paragraph 2. The General Assembly shall decide in accordance with paragraph 1 1 in accordance with the requirements for voting majority, as section 106 (4). 1, lay down. In addition, the decision shall comply with the additional requirements laid down in the company ' s statutes pursuant to section 106 (1). 1. If there are more stock companies in the stock company, the decision must also meet the requirements of a majority vote, as section 107 (4). 3, shall fix. The same requirements must be observed if the decision is subsequently changed.

Paragraph 3. The company shall notify the Joint Assembly ' s decision as soon as possible on such a system for the Danish Agency for the Agency and for the supervisory authorities of an EU or EEA country in which the shares of the stock companies are concerned with trade in a regulated market or multilateral trading facility, or where the application for admission is made. Information on the decision-making by the General Assembly shall be published in the IT system of the Commercial Management Board.

Paragraph 4. Paragraph 1-3 shall not apply to limited liability companies in which the Danish State holds shares with the right to vote, to which special rights are compatible with the Community Treaty.

Suspension of the Suspension

§ 341. The decision by the General Assembly to suspend in accordance with section 340 (3). 1, resulting in restrictions on the right to hand over or acquire shares laid down in the company ' s statutes or under contract, may not apply to the tenderer in the tender period, cf. However, section 342 (3). 1. the tenderer has laid down special conditions in the tender document, the suspension of the said limits shall apply until the tenderer in accordance with the tender document has taken a position on whether or not the tender can be implemented.

Paragraph 2. At the general assembly covered by Section 339, Decision on suspension after paragraph 340 (3) shall entail the suspension of the provisions of Article 340. 1,

1) the right to vote for the right to vote, as specified in the company ' s statutes or under contract, cannot be applied in accordance with the rules applicable. However, section 342 (3). 2, and

2) that shares in the company ' s statutes, cf. § 46, paragraph. 1, or pursuant to an agreement, greater voting value only gives the right to vote in relation to the share of the total entitled ' s entitled capital, cf. However, section 342 (3). 2.

Paragraph 3. At the general assembly subject to section 343, Decision on suspension shall mean the suspension of section 340 (3). 1,

1) the right to vote for the right to vote, as specified in the company ' s statutes or under contract, cannot be applied in accordance with the rules applicable. However, section 342 (3). 2,

2) that shares in the company ' s statutes, cf. § 46, paragraph. 1, or pursuant to an agreement, greater voting value only gives the right to vote in relation to the share of the total entitled ' s entitled capital, cf. However, section 342 (3). 2, and

3) that special rights for certain shareholders to appoint members of the management under the company ' s statutes cannot be applied.

Paragraph 4. The General Assembly may decide that paragraph 1 shall be taken. 1-3 shall apply only if the stock company shares are the subject of an offer from a company in an EU or EEA country which has made a corresponding decision on suspension, or which is directly or indirectly controlled by a parent undertaking, a similar decision has been made concerning the suspension of special rights or restrictions attached to the share ownership or to the individual stock.

$342. Agreements on restrictions on the right to hand over or acquire shares entered into before 31. In March 2004, however, paragraph 340 can be laid down. 1, apply to the tenderer.

Paragraph 2. Agreements on the exercise of voting rights that have been entered into before the 31. In March 2004, however, paragraph 340 can be laid down. 1, apply to the general assemblies covered by sections 339 and 343.

Graduations for the renewal of the takeover bids

§ 343. A tenderer, which has acquired 75%. or more of the voting capital of a stock company which has taken a decision on the suspension of section 340 (3). 1, may require the central executive body to convene to the General Assembly after the expiry of the tender with the aim of altering the regulations and to appoint or exchange members of the company ' s management. This first general meeting may be conveneable with at least two weeks ' notice, regardless of section 94 (s). 2, and even if the regulations provide for a longer notice.

Compensation for certain shareholders

§ 344. In companies that have taken a decision on suspension after paragraph 340 (1). 1, the tenderer must, if the take-over bid is implemented, compensation to the shareholders who were to suffer financial loss, because special rights or restrictions which, according to the company ' s statutes, are linked to the ownership of the stock ; or to the individual stock, cannot be applied, cf. § 341, paragraph. 1-3.

Paragraph 2. The tender document must contain information on the compensation offered by the tenderer, and the basis for the compensation shall be the basis for the compensation. The price fixing shall be based on the market value of the shares in question.

Paragraph 3. If compensation is not reached on the level of compensation, the compensation of discretionary persons shall be determined by the court on the seat of the stock company. The judgment of the estimates may be brought to justice. The matter must be laid down no later than three months after the date of receipt of the estimate of the amount of the compensation.

Paragraph 4. The shareholders shall also be entitled to compensation under paragraph 1. 1-3, if they are in the period from 31. March 2004 to the 26th. June 2005 has concluded an Agreement on Special Rights or Restrictions which cannot be applied as a result of a takeover bids, cf. § 341, paragraph. 1-3.

Chapter 19

Branches of foreign capital

$345. Foreign companies, partners and partners and companies with a similar company legal form, which are indigenous to an EU or EEA country, can operate through a branch in this country.

Paragraph 2. Other foreign companies, partners and partners and companies with an equivalent form of company can operate through a branch in this country if this is the home of the international agreement, or when the Danish Business Authority estimates, the Danish capital undertakings shall be granted equivalent right in the case of the country, or, by the way, permit it.

§ 346. The filiale has to be led by one or more branch managers.

Paragraph 2. Filials must be of the gracious and must not be under guardianship after the Clause 5 or collectors of the guardians of the guardians of the guardianship section 7. In any case, the provisions of the law concerning members of the management with the necessary deviations shall apply mutatis mutations to the branch managers.

Paragraph 3. The filiale is drawn by the branch managers separately or more in conjunction with the Filiters. The filics can announce prokura.

§ 347. A branch must have a name and can have binnames. A branch shall include in his name and any binary names the name of the foreign principal with the addition of the word ' branch ', and with a clear indication of the nationality of the foreign company. For the rest, section 2, paragraph 2 shall apply. 1-3, and section 3 corresponding use on the names of the branch and any binaries.

Paragraph 2. Filials must on letters and other business documents, including electronic communications, and on the file's website, where appropriate, name, location, number and registration number and registration number, if any, and registration number of the capital undertaking in the home Member State. The size of the company capsule of these documents shall be entered in the record as well as the paid-up capital.

§ 348. The capital undertaking shall be governed by the decisions of Danish courts and the Danish courts in all the legal proceedings of its operations in this country.

§ 349. The establishment of a branch shall be registered in the IT system of the Commercial Management Board or notifies in the Registration of the Corporate Authority. Chapter 2 shall apply mutatis muctis.

Paragraph 2. The filica shall not begin its business before registration or notification has occurred. If the registration is denied, or if a existing branch is deleted, cf. § 350, the branch company in this country must not be continued.

Paragraph 3. Within two weeks of the fact that the foreign company has been under bankruptcy, reconstruction processing or equivalent arrangements, registration in the IT system or notification by the Commercial Management Board shall have happened to the Danish Business Authority. Information on the status of the foreign company must take place as an addition to the company's name, cf. § 347, paragraph. 1.

$350. A branch is deleted in the IT system of the Commercial Management System,

1) The company deletes the branch or notifiers that it wants the branch deleted,

2) the branch has no branch manager and shall not be remedied no later than the end of a period laid down by the Danish Agency for the Administrative Board,

3) the branch manager has not submitted any revised annual accounts, etc. for the foreign company in accordance with section 143 and 144 of the annual accounts law and shall not be remedied by the end of the expiry of a time limit set by the Board or

4) a creditor in a branch of a company that is not indigenous to an EU or EEA country proves not to be able to obtain the satisfaction of his claim in the country ' s assets in this country.

Paragraph 2. In the case of the deletion of the fact that the conditions leading to the deletion are no longer available, the Corporate Authority may re-register the branch after the party concerned has requested this. The Danish Board of Directions may lay down detailed rules for the re-registration of branches.

Paragraph 3. In the cases referred to in paragraph 1. 1, no. 4, the foreign company concerned shall not establish a new branch, and the branch shall not be re-registered until the creditor is either a credit or a collective person in its creation.

Chapter 20

Government shareholder

Definition and so on

§ 351. The rules governing the limited liability company and the special rules for state limited liability companies in this law, cf. however, § § 352 and 353 apply to governmental limited liability companies.

§ 352. The special rules for state limited liability companies in this law do not apply to limited liability companies which are subsidiaries of state limited liability companies.

Paragraph 2. Official stock companies, which share shares in trading in a regulated market in an EU or EEA country, are exempt from the specific rules of state limited liability companies in this law.

§ 353. The Danish Agency may lay down provisions exempleable from the special rules governing public limited liability companies if necessary to ensure equality between those rules and the corresponding rules on capital undertakings which have securities ; engaged in trade in a regulated market in an EU or EEA country.

Special publication obligations and so on

§ 354. Government limited liability companies must notify the Danish Business Authority as soon as possible on essential issues related to the company and may be considered to be of relevance to the company ' s future, employees, shareholders or creditors. In parent companies, cf. Section 6 and 7 shall be notified of essential matters relating to the group and which may be considered to affect the future of the group, employees, shareholders or creditors.

§ 355. The Danish Agency for the Administrative Board shall lay down rules on the publication of notifications after Section 354 and other documents, etc., to be published by government companies in the IT system of the Commercial Management System, in accordance with this Act.

§ 356. A public limited liability company must, on the company's website, publish the company ' s statutes and its annual report.

§ 357. The Board of Governess or Supervisory Board of a Official Company should ensure that guidelines are laid down to ensure that the company complies with the special rules governing governmental liability companies in this law and the annual accounting law.

Paragraph 2. The Management Board may require the guidelines referred to in paragraph 1. 1, submitted to the Management Board.

Chapter 20 a

Entrepreneurship companies

§ 357 a. The law of the Law on Anchor Companies shall apply to entrepreneurship unless otherwise provided for in this Chapter.

Paragraph 2. An entrepreneurship shall have a capital of at least 1 kr. The company capitle can only be deposits in cash.

Paragraph 3. Only entrepreneurship can and must, in their name, use the name 'entrepreneurial' or 'IVS'.

$357 b. Entrepreneurship shall have at least 25% annual enterprise. of the company's surplus to a bottom-up reserve for the construction of the company's capital base until this reserve together with the company chapter together represents at least 50,000 kr.

Paragraph 2. Entrepreneurship cannot decide on the extraction of dividends, including extraordinarily dividends, before the reserve to build the company's capital base together with the company chapter represents at least 50,000 kr.

§ 357 (c) The General Assembly may, by the voting majority required for the amendment of the Staff Regulations, decide that an entrepreneurial company should register for a party company, if its company has a company capital and a reserve for the construction of the company. the capital base, at the time of the decision, of at least 50,000 curs, cf. Section 33 (4). ONE, ONE. Act.

Paragraph 2. It is a condition of the registration that a statement of assessment is drawn up, cf. Section 37, that the capital is present.

§ 357 d. Entrepreneurship ' s registration to anpartliability is deemed to have occurred when the company ' s statutes relating to capital and company designation have been changed so that they meet the usual requirements for the liability of parties and the registration is registered in : Corporate Management's IT system. As part of the reregistration, the reserve is transferred to the building of the company's capital base for the self-defense chapter.

Chapter 21

PartnerCompanies

§ 358. The rules on the law relating to limited liability companies shall consider the necessary adjustments to be applied to partner companies.

$359. Partner companies are dutiful and entitled to use the word 'commanding company', 'partner society', or the abbreviation 'P/S'.

$360. The Foundation ' s Foundation ' s Foundation ' s instrument must, in addition to the information given to the limited liability company, contain information on :

1) Full name, place of residence and, if applicable, the cvr number of the fully responsible participants.

2) Whether or not the fully responsible contestants are obliged to make deposits and, if so, the level of each deposits. If the deposit is not fully paid, the applicable rules shall be provided for the applicable rules. If the deposit is in anything other than cash, it must be set out in the case of the assessment base.

3) The rules of the parties relating to the influence of the parties involved in the business, share in profits and losses, shall be those of the parties responsible for the participation of the parties.

Paragraph 2. In addition to the rules of section 28 and 29, a partner ' s statutes shall contain detailed rules on the legal relationship between shareholders and the fully responsible participants.

Chapter 22

Substitution, forced hand-over etc.

§ 361. Stifters and members of the management who, in the performance of their duties intentionally or negligently, have added the damage to the capital, are the duty to replace it. The same shall apply where the injury has been added to capital owners or to third parties.

Paragraph 2. Paragraph 1 shall apply by analoging to the replacement obligation for accountants, valuers, owner-holders and scrubbing men.

Paragraph 3. If a audit company is selected for auditor, the audit company and the auditor shall be liable to the replacement person responsible for the audit.

§ 362. A capital owner shall replace any losses that the company, other capital owners or third parties, have added to the company, other capital owners or by gross negligent.

Paragraph 2. Where a capital owner intentionally or gross negligent has imposed on the company, other capital owners, the creditors of the capital undertaking or other third parties a loss, and there is also a danger of continued abuse, the rights of the injured capital may be subject to the right to : to resolve the capital shares of the injured capital, at a price determined taking into account the financial position of the company and to what is, in the case of circumstances, reasonably available.

Paragraph 3. Where a capital owner intentionally or gross negligent has imposed on the company, other capital owners or third parties a loss, and there is also a danger of continued abuse, the right to an injured capital owner may sell its shares to the others ; the capital owners or the company at a price determined taking into account the financial position of the company and to what is, in the case of circumstances, a reasonable one.

§ 363. Replacement after section 361 and 362 may be reduced when this is justified in the case of the debtor, the size and the circumstances of the damage.

Paragraph 2. At the same time, they are liable to be liable for damages, and shall be liable for compensation. The one whose liability has been lessed in accordance with the rules laid down in paragraph 1. 1, however, shall be solely responsible for the reduced amount. If any of the taxable paid compensation may be paid, the person concerned may require each of the persons responsible for the part concerned, taking into account the amount of the guilt that may be taken to each individual, and the circumstances.

§ 364. Decision that the capital company should initiate lawsuit against founding members, members of management, auditors, auditors, auditors, reviewers, owner-holders or capital owners in accordance with section 361 and 362, the General Assembly shall be taken.

Paragraph 2. The subject of action may be taken, even if the general assembly has previously decided to take responsibility or have refused to take action if, as regards this decision or the relationship on which the lawsuit is based, it has not been given in all essential and appropriate means, complete information to the Joint Assembly before the decision was taken.

Paragraph 3. Has capital owners representing at least one-tenth of the corporate capital, contrary to a decision on liability or waiving proceedings, any capital owner may take action by claims that the payment of the person or persons responsible for payment of such responsibility shall be made ; the compensation company shall be compensating for the loss it has suffered. In the case of capital owners, who are then responsible for the proceedings, shall be responsible for the costs of the case, with the right to obtain such compensation from the capital undertaking, to the extent that the costs shall be covered by the amount that will benefit from the case through the trial.

Paragraph 4. Declare the capital undertaking so that the day of the day comes within 24 months of the date of the holding of the General Assembly, which has granted responsibility for the freedom of duty or waived the claim of lawsuits, the insolvency proceedings may, without fail, be liable to take place without having to : consideration of this decision.

§ 365. A lawsuit in accordance with section 364 (3). 3 shall be laid down, within six months of the decision on liability or to waiving proceedings, was taken by the general assembly. If scrutiny has been initiated in accordance with the rules of section 150, the case shall be estimated, 6 months after the examination is complete.

Paragraph 2. A lawsuit in accordance with section 364 (3). 4, shall be applied within three months of the bankruptcy of the capital undertaking.

Chapter 23

Penalty provisions, etc.

§ 366. Where stricter penalties are not imposed on other legislation, infringement of the rules of the law relating to registration in the IT system and the submission of notifications, valuation reports pursuant to section 43 and notifications shall be punished ; The Corporate Board of Accitation.

Paragraph 2. If the members of a company ' s management or liquidator management or the manager of a foreign capital undertaking are in the right time to comply with the duties laid down by the law or regulations laid down in the law, they shall be incumdated to them in relation to The Management Board may, as a force, impose on the daily or weekly fines of those daily or weekly penalties.

SECTION 367. The withdrawal of section 1 (2). 3, section 2, section 3, section 1, sections 10 and 15, section 24, paragraph 1. 2, section 30, section 32, paragraph. 2 and 3, section 33 (3). 4, section 38 (3). 2, section 42 a, section 44 (4). Paragraph 1, section 49, paragraph. Three, section 50, paragraph. Paragraph 1, Section 51, paragraph 1. 1, 2 and 6, section 52, section 53 (3). 1 and 2, section 54-56, section 57 (a) (a) 1-3, section 58-61, 89, 98 and 99, § 101, paragraph 1. 3, 4, 7 and 8, sections 108 and 113-119, section 120, paragraph 1. 3, sections 123, 125, 127-134, 138 and 139, section 139 (a) (1). 1, no. 1, § 160, 3. pkt., section 179, paragraph 1. 2, § 180, CLAUSE 181, 3. pkt., section 182, paragraph 1. 3, section 190, paragraph. TWO, THREE. pkt., section 192, paragraph Paragraph 1, section 193. 2, section 196, 198 and 202-204, section 205 (4). Paragraph 1, section 206, section 207 (4). 3, section 210, section 214, paragraph 1. 2 and 3, section 215 (3). Paragraph 1, section 218 (1). 2, section 227, paragraph 1. 2, section 228 and 234, section 339 (3). 6, section 340, paragraph 1. 3, § 347, § 349, paragraph. 2 and 3, and section 354, 356-357 b and 359 are punished. A company's upholding of dispositions taken in violation of section 206 or § 210 shall be punished by fine.

Paragraph 2. Where a higher penalty is not imposed on other legislation, penalties shall be punished by fine by the unwarranted transfer, or using a password or other means of access to be transferred electronically, including voice electronically, in an electronic electronic means ; board meeting, cf. § 125, paragraph 1. 2, or an electronic General Assembly, cf. § 77, paragraph. One or two.

Paragraph 3. Where a higher penalty is not imposed on other legislation, penalties shall be punished by fine by the unwarranted transfer, or using a password or other means of access to read, amend or send electronic communications, etc., subject to the provisions relating to : Electronic communications in section 92.

Paragraph 4. In accordance with Article 4 (4), the rules laid down in Article 4 (1) 3, section 12, paragraph. 1 and 2, section 55 (1). Three, section 56, paragraph. 2, section 57, section 71, paragraph 1. 4, section 143, section 172, section 244 (4). 6, section 262, paragraph 1. 6, section 279 (4). 5, section 299 (4). 5, section 318 (f). 5, section 333 (3). 6, and section 372 (2). Paragraph 1 may be subject to penalties for the violation of provisions laid down in the regulations.

§ 368. Inherit of § 312, § 313 and § 318, cf. § 3, section 36, paragraph. 4, SECTION 37, § 38, 2. ...........................

Paragraph 2. The information that is passed on under sections 312 and § 318, cf. § 41, paragraph. 1, in the law of the participation of an SE in SEE companies, is given as confidential, punished by fine, unless a higher penalty is passed on to other legislation.

Paragraph 3. The one preceding or following a transboundary concentration or splitting, cf. Chapter 16, with a set of or gross negligent, the employees or their representatives shall give the right information, which is of major importance to the co-determination of the consecutive company, penalty.

§ 369. Companies can be imposed on companies, etc. (legal persons) punishable by the rules of the penal code 5. Chapter.

Paragraph 2. The limitation period for infringement of the law or rules issued under the law shall be five years.

Chapter 24

Appeal access

§ 370. The Minister for the Industry and Growth Minister may lay down rules concerning complaints against decisions taken under this law, including the fact that complaints cannot be brought to the second administrative authority.

§ 371. Decisions taken by the Danish Business Authority pursuant to the law or regulations issued under the law may be submitted to the Agency for the Commercial Board within four weeks of the decision to be notified to the person concerned, cf. however, paragraph 1 2.

Paragraph 2. Decisions of the Corporate Management Board as a result of the deadlines laid down in section 40 (4) of this Act. Paragraph 1, section 165, paragraph 5. 5, section 177, paragraph 1. 2, section 191, section 225 (1). 2, and § 231 (3). 2, setting the time limit after paragraph 16 (1). Paragraph 17 (1) and section 17 (3). 2, as well as decisions in accordance with section 93 (3). 2-4, section 225, paragraph. 1, section 226, section 232 (4). 2, section 350 (3). 1, no. 2-4, and decisions taken pursuant to Article 8 (a) are not subject to a higher administrative authority.

Chapter 25

Entry into force

§ 372. 2) The Minister for Economic and Business Affairs sets out the date of the law. The Minister may, in particular, establish that different parts of the law enter into force at different times. At the same time, the minister is authorized to waive liability for limited liability companies, cf. Law Order no. 649 of 15. June 2006, with subsequent changes, as well as the Law on the Anchor Company, cf. Law Order no. 650 of 15. June 2006, with subsequent changes. The Minister may, in particular, subject to rules that derogate from the provisions of the law, which require the adaptation of the IT system of the Commervices and Corporate Management System in the case of registration and disclosure, pending the necessary adaptations of the operation of the Community and the Liaine of the Company ; The IT system is terminated.

Paragraph 2. The Economic and Economic Affairs Minister may lay down rules on special transitional arrangements for companies, including those affected by the law, and company bodies, as well as their duties.

§ 373. Notification pursuant to the Company Law or the Anchor Company Law enrolled in the Act of Envvy and Corporate Law before the entry into force of this law shall be subject to the applicable rules.

Paragraph 2. The notices and regulations issued under this law, as well as recorded information, including statutes and authorisations to the management of the company, notified authorisations, authorisations, etc., shall remain valid until they are amended, revoked, expires or repeal pursuant to the provisions of this Act.

§ 374. The Economic and Economic Affairs Minister shall evaluate the whole or part of company law 2 years after the entry into force of the provisions of section 4.

$375. The law does not apply to Greenland and Faroe Islands, but can, by means of a royal device, be put into force for Greenland, with the deviations from which the special Greenland conditions are concerned.

---

Law No 159 of 16. February 2010 provides for the following entry into force, etc. :

§ 3

Paragraph 1. The law shall enter into force on the day following the announcement in the law.

Paragraph 2. The Act of Section 1 does not apply to Greenland and Faroe Islands, but can, by means of a royal device, be put into force for Greenland, with the deviations from which Greenland's conditions are applied.

Paragraph 3. (Udelades)

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Law No 718 of 25. In June 2010, the following provisions shall include the entry into force, etc. :

§ 55

Paragraph 1. 3) The Minister of Justice sets the time of the law to enter into force.

Check 2-10. (Udelades)

§ 56

Paragraph 1. The law does not apply to the Faroe Islands and Greenland.

Paragraph 2. (Udelades)

Paragraph 3. The Act's section, 6, 10, 14, 15, 18, 20, 21, 24, 25, 27, 28, 31, 33 and 54 may be implemented in full or in part to Greenland with the deviations from which Greenland's conditions are used.

---

Law No 720 of 25. In June 2010, the following provisions shall include the entry into force, etc. :

§ 3

Paragraph 1. (Udelades)

Paragraph 2. 4) The Economic and Business Minister shall determine the time of entry into force of the section, the Minister may lay down that the provisions of section 2 shall enter into force at different times. The Minister may, in particular, lay down rules that derogate from the provisions of section 2 which require the adaptation of the IT system of the Enterprise and Corporate Management System in the case of registration and disclosure, pending the necessary adaptations of the IT system ; finished.

§ 4

The law does not apply to the Faroe Islands and Greenland, but can, by means of a royal device, be put into force for Greenland, with the deviations from which Greenland's conditions are applied.

---

Law No 1557 of 21. In December 2010, the following provisions shall include the entry into force, etc. :

§ 4

Paragraph 1. 5) The Minister for Economic and Business Affairs sets out the date of the law. The Minister may, in particular, provide for the entry into force of the law at different times.

Paragraph 2. The Minister may lay down rules that derogate from the provisions of the law relating to registration and publication, which will require the adaptation of the IT system of the Commervices and Corporate Management System until the necessary adaptations to the IT system are ended.

§ 5

Paragraph 1. The law does not apply to the Faroe Islands and Greenland.

Paragraph 2. In the case of Greenland, the law can, in whole or in part, be brought into force with the discrepancies that the Greenland conditions are saying.

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Law No 477 of 30. May 2012 includes the following provisions on entry into force, etc. :

§ 4

Paragraph 1. The law shall enter into force on 1. July 2012, cf. however, paragraph 1 2.

Paragraph 2. 6) The Minister for the Industry and Growth Pact provides for the time of entry into force of § 1. The Minister may also lay down a transitional system for registering existing holdings of non-handees shares at the time of entry into force of the law.

§ 5

Paragraph 1. The Section 1-3 of the Lows shall not apply to Faeroe Islands and Greenland, cf. however, paragraph 1 Two and three.

Paragraph 2. sections 1 and 2 may, by means of a royal appliance, be set in full or in part by force for Greenland, with the changes which the Greenland conditions say.

Paragraph 3. (Udelades)

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Law No 1231 of 18. December 2012 includes the following provisions on entry into force, etc. :

§ 69

Paragraph 1. The law shall enter into force on 1. January 2013.

Paragraph 2. Administrative requirements issued under the existing provisions shall remain in force until they are amended or repealed.

§ 70

Paragraph 1. § § § 1 (---) not applicable to the Faroe Islands and Greenland, cf. however, paragraph 1 3 and 4.

Parags 2 and 3. (Udelades)

Paragraph 4. section 1 (---), by means of a royal appliance, in whole or in part, may be put into force for Greenland, with the changes which the Greenland conditions are saying.

Paragraph 5. (Udelades)

---

Law No 1383 of 23. December 2012 includes the following provisions on entry into force, etc. :

§ 9

Paragraph 1. The law shall enter into force on 1. April 2013.

Paragraph 2. (Udelades)

§ 10

Paragraph 1. The law does not apply to the Faroe Islands and Greenland, cf. however, paragraph 1 Two and three.

Paragraph 2. The law can, by means of a royal appliance, be set in full or in part to Greenland, with the changes that the Greenland conditions say.

Paragraph 3. (Udelades)

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Law No 616 of 12. June 2013 includes the following provisions on entry into force, etc. :

§ 5

Paragraph 1. 7) The Minister for the Industry and Growth Pact provides for the time of the law to enter into force, cf. however, paragraph 1 Two and three. The Minister for the Industry and Growth Minister may, in particular, establish rules that part of the provisions of section 1-4 shall enter into force at different times.

Paragraph 2. The Minister for the Industry and Growth Pact may lay down rules for special transitional arrangements for the establishments covered by the sections 1 and 2 of the law.

Paragraph 3. Administrative requirements issued under the existing provisions shall remain in force until they are amended or repealed.

§ 6

Paragraph 1. The law does not apply to the Faroe Islands and Greenland, cf. however, paragraph 1 2.

Paragraph 2. Section 1-4 may, by means of a royal contraption, be fully or partially set in force for Greenland with the changes in the Greenland conditions.

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Law No 634 of 12. June 2013 includes the following provisions on entry into force, etc. :

§ 13

Paragraph 1. The law shall enter into force on 1. July, 2013.

Paragraph 2. (Udelades)

Paragraph 3. sections 3 and 5-11 shall apply to offences committed prior to the entry into force of the law unless the statute of limitations has been entered into force before the entry into force of the law.

§ 14

Paragraph 1. The law does not apply to the Faroe Islands and Greenland, cf. however, paragraph 1 Two and three.

Paragraph 2. (Udelades)

Paragraph 3. sections 3, 5 to 7, 10 and 11 may be implemented in full or in part to Greenland, with the changes which the Greenland conditions are to say.

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Law No 1367 of 10. In December 2013, the following provisions shall include the entry into force, etc. :

§ 5

Paragraph 1. The law shall enter into force on 1. January 2014, cf. however, paragraph 1 2.

Paragraph 2. 8) The Minister for the Industry and Growth Pact provides for the time for entry into force of § 2. 2.

§ 6

Paragraph 1. The law does not apply to the Faroe Islands and Greenland, cf. however, paragraph 1 Two and three.

Paragraph 2. (Udelades)

Paragraph 3. In the case of Greenland, the law can, in full or in part, be put into force with the changes that the Greenland conditions say.

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Law No 1284 of 9. December 2014, the following provisions on entry into force, etc. :

§ 48. The law shall enter into force on the day following the announcement in the law. The Minister for Industry and Growth is putting forward proposals for revision of the law by 2017-18 by the year.

§ 49. (Udelades)

$50. The law does not apply to the Faroe Islands and Greenland, but can, in the case of Greenland, be implemented in full or in part to Greenland, with the changes that the Greenland conditions say.

---

Law No 738 of 1. In June 2015, the following provisions shall include the entry into force, etc. :

§ 7

Paragraph 1. The law shall enter into force on 1. July 2015, cf. however, paragraph 1 2.

Strike two-seven. (Udelades)

§ 8

(Udelades)

§ 9

Paragraph 1. The law does not apply to the Faroe Islands and Greenland, cf. however, paragraph 1 Two and three.

Paragraph 2. In the case of Greenland, the law can, in full or in part, be put into force with the changes that the Greenland conditions say.

Paragraph 3. (Udelades)

---

Law No 739 of 1. In June 2015, the following provisions shall include the entry into force, etc. :

§ 5

Paragraph 1. The law shall enter into force on 1. July, 2015.

Paragraph 2. Companies which, prior to the entry into force of the law, have adopted powers under the section 155 (5) of the company law. 1 and 2, which provide for the issuance of the holder ' s shares, make use of these powers in accordance with their contents to the 1. July 2016.

Paragraph 3. in the case of an equitable stock, which, before the entry into force of this law, has been issued in accordance with the applicable company law in section 48 (3). TWO, THREE. a point or which shall be issued in accordance with the authorization referred to in paragraph 1. 2, may continue to exist after the law enters into force.

§ 6

Paragraph 1. The law does not apply to the Faroe Islands and Greenland, cf. however, paragraph 1 2.

Paragraph 2. The Section 1-3 of the law may, by means of a royal appliance, fully or in part to Greenland, with the changes which the Greenland conditions are saying.

1) The law contains provisions that implement parts of Council Directive 1968 /151/EEC of 9. In the case of public opinion on certain types of company, the Official Journal of the European Communities, 1968, no. L065, page 8, as last amended by Directive 2003 /58/EC of the European Parliament and of the Council of 15. July 2003, EU Official Journal, nr. In 221, page 13, parts of Council Directive 1982 /891/EEC of 17. December 1982 on division of public limited liability companies, Official Journal of the Official Journal of the European Communities. In 378, page 47, parts of Council Directive 1989 /666/EEC of 21. December 1989 concerning the disclosure of branches established in a Member State of certain types of companies falling within the legal rules of another State, EC Official Journal of 1989. In 395, page 36, parts of Directive 2004 /25/EC of the European Parliament and of the Council of 21. April 2004 on takeover bids, EU Official Journal 2004, nr. In 142, page 12, parts of the European Parliament and Council Directive 2005 /56/EC of 26. In October 2005, on cross-border mergers of companies with limited liability, EU Official Journal 2005, nr. L 310, page 1, parts of Council Directive 2006 /99/EC of 20. In November 2006 on the adaptation of certain directives relating to company law due to the accession of Bulgaria and Romania, the EU-2006-2006. In the third paragraph of Article 363 of the European Parliament and of the Council Directive 2007 /36/EC, p. 363, July 2007 on the exercise of certain shareholders ' rights in listed companies, the EU Official Journal, 2007, nr. In 184, page 17, parts of the European Parliament and Council Directive 2007 /63/EC of 13. In November 2007 amending Council Directive 78 /855/EEC, and 82 /891/EEC as regards the requirement to draw up an independent expert on a report in connection with a merger or division of public limited liability companies, EU Official Journal (2007). L 300, page 47, parts of Directive 2009 /102/EC of the European Parliament and of the Council of 16. In September 2009, in the field of company law, on single-party companies with limited responsibilities, the EU Official Journal of 2009, no. 258, page 20, parts of Directive 2009 /109/EC of the European Parliament and of the Council of 16. September 2009 amending Council Directive 77 /85/EC, 78 /855/EEC and 82 /891/EEC and Directive 2005 /56/EC, as regards reporting and documentation requirements for mergers and spines, EU Official Journal 2009, nr. L259, page 14, parts of the European Parliament and Council Directive 2011 /35/EU of 5. April 2011 on mergers of limited liability companies, EU Official Journal 2011, nr. In 110, page 1, parts of the European Parliament and Council Directive 2012 /30/EU of 25. October 2012 on the coordination of guarantees required by Member States of the measures referred to in Article 54 (2). 2, in the Treaty on the Functioning of the European Union, companies mentioned in the Treaty to protect the interests of members and parties as well as the constitutions of the stock company and the conservation of and changes in its capital, with the aim of to make these guarantees equal, burdensome, EU-Official Journal 2012, nr. In 315, page 74, parts of Council Directive 2013 /24/EU of 13. May 2013 on the adaptation of certain directives on company law due to the accession of the Republic of Croatia, EU Official Journal, nr. In 158, page 365, parts of the European Parliament and Council Directive 2013 /34/EU of 26. June 2013 on annual accounts, consolidated accounts and related reports for certain types of business, amending the Directive 2006 /43/EC of the European Parliament and of the Council and repealing Council Directive 78 /660/EEC and 83 /349/EEC, EU Official Journal (2013). In 182, page 19, and parts of Directive 2013 /50/EU of the European Parliament and of the Council of 22. In October 2013 amending Directive 2004 /109/EC of the European Parliament and of the Council on the harmonisation of transparency requirements relating to information concerning issuers whose securities are included in trade in a regulated market, the European Parliament and Council Directive 2003 /71/EC on the prospectus to be published where transferable securities are offered to the public or to be admitted to trade and Commission Directive 2007 /14/EC laying down detailed rules for the application of certain provisions of Directive 2004 /109/EC, EU Official Journal, nr. L 294, page 13.

2) The following notices have been issued on the entry into force of the Agreement on the basis of the said clause : BekendtDecision no. 172 of 22. In February 2010, as amended by announcement No 1 142 of 22. The year, 2011, and notice no. 135 of 22. February, 2011, proclame no. 1322 of 10. December 2014 and Notice no. 242 of 11. March 2015.

3) The following notice has been issued on the entry into force of the said clause : BekendtDecision no. 208 of 15. June 2013.

4) The following notice has been issued on the entry into force of the said clause : BekendtDecision no. 135 of 22. February, 2011.

5) The following notice has been issued on the entry into force of the said clause : BekendtDecision no. 135 of 22. February, 2011.

6) The following notice has been issued on the entry into force of the said clause : BekendtDecision no. 1322 of 10. December 2014.

7) The following notices have been issued on the entry into force of the Agreement on the basis of the said clause : BekendtDecision no. 1385 of 15. November 2013 and Notice no. 242 of 11. March 2015.

8) The following notice has been issued on the entry into force of the Agreement on entry into force, etc. pursuant to the said clause : BekendtDecision no. 242 of 11. March 2015.