Description of minority shareholders rights in Denmark and Bahamas

Transcription

1 Description of minority shareholders rights in Denmark and Bahamas 1. Purpose of this document This document is prepared pursuant to the Rules for issuers of shares at NASDAQ Copenhagen A/S section The purpose of the document is to provide a general description of the main differences in minority shareholders rights between UIE s place of domicile (i.e. Bahamas) and Denmark. Below is a description of the minority shareholders rights applicable for Danish companies listed on a stock exchange and the shareholders rights pursuant to Bahamian law and the articles of association of UIE. It should be noted that the articles of association of UIE may be changed by a decision of the general meeting. This document only contains a general description of some main principles. The exact wording of the International Business Companies Act can be found at and the memorandum and articles of association of UIE can be found at This document does not constitute legal advice to shareholders. If shareholders require legal advice regarding Bahamian law, they should contact a Bahamian lawyer. This document has been updated as of 23 November, Copenhagen Langelinie Allé Copenhagen Denmark Aarhus Værkmestergade Aarhus Denmark Shanghai Suite 1818, 18/F No. 699 Nanjing West Road Jing an District, Shanghai, T F E info@bechbruun.com Law firm CVR No

2 2/7 Matt er Voting rights Right to call for an extraordinary general meeting Convening of the general meeting of shareholders Danish law (references are to the Danish Companies Act 610/2015) All shares have equal rights including equal voting rights, unless the articles of association specify that there are different classes of shares, and how the rights vary, cf Shareholders holding 5 % of the shares may require an extraordinary general meeting to be called, cf. 89. General meetings are convened with a notice period of 3-5 weeks, cf. 94. The notice of the general meeting shall include all items on the agenda as well as the significant parts of the proposal relating to changes to the articles of association, cf. 96. The notice shall furthermore include the following information which shall be available at the company s web site 3 weeks prior to the general meeting: (1) A description of the size of the share capital and the voting rights of shareholders. (2) A description of the Bahamian law (references to the IBC Act are to the Bahamian International Business Companies Act 2000 as latest amended by S.I. 36 of 2014) (references to the AoA are to the memorandum and articles of association of UIE) All shares have equal voting rights unless the AoA specify otherwise, cf. the IBC Act Sect. 63. (The AoA do not specify otherwise). The IBC Act Sect. 60 provides that shareholders holding 50 % of the shares may require an extraordinary general meeting to be called; the AoA Art. 33 reduces the 50 % threshold to 10 %. General meetings are convened with a notice period of not less than 7 days unless the AoA provides a longer notice period, cf. the IBC Act Sect. 61 (the AoA Art. 24 does not provide for a longer notice period). Notice periods may be waived by shareholders representing 90 % of the shares (or such lower majority specified in the AoA), cf. the IBC Act Sect. 61. The IBC Act does not specify what information is to be provided in the notice. UIE has in the past included the information required by the Danish Companies Act in its notices of general meetings.

3 3/7 Right participate general meetings to at Right to receive information at general meetings procedures to be taken by the shareholders in order to participate and vote. (3) The registration date. (4) Information on how to access the complete proposals. All shareholders have the right to participate in and speak at general meetings, cf. 78, and to bring along an advisor, cf. 81, or to issue a proxy to a third person to participate on his behalf, cf. 80. The company may, however, require that shareholders report their participation no later than 3 days prior to the meeting, cf. 84. The management must reply to all questions regarding the annual report or the company if the information may be provided without significant detriment to the company, cf Relevant date Shareholders rights to participate and vote at general meetings are based on the possession of shares as of the registration date (one week prior to the meeting). Decisions at All shareholders have the right the general to require that a specific item is meeting of put on the agenda provided the shareholders request is made in due time, cf. 90. Changes in the Articles of Changes in the articles of association require a All shareholders have the right to participate in and speak at general meetings, cf. the IBC Act Sect. 60. All shareholders have the right to issue a proxy to a third party to participate on his behalf, cf. the IBC Act Sect. 60. Votes may be given either personally or by proxy AoA Art. 35. this issue. The management of UIE has in the past replied to all questions made either at the informal shareholders meeting held each year in Denmark or at general meetings in Bahamas regarding the annual report or the company. The date notice is given of a meeting is the record date for determining voting rights, cf. the IBC Act Sect. 63 and the AoA Art. 35. this issue. According to the IBC Act Sect. 18, changes in the AoA may be carried

4 4/7 Association shareholder decision with 2/3 majority, cf Some decisions may, however, only be adopted with 9/10 majority, cf out by a decision of the shareholders or (if this is permitted by the AoA) by a resolution of directors. Simple majority is sufficient unless otherwise required in the AoA. Right contest decisions to Appointment and removal of directors of the Board Unlawful decisions may be contested by a law suit within 3 months, cf In relation to some of the decisions which may only be adopted with 9/10 majority, a dissenting shareholder may also require his shares to be redeemed if such demand is made within 4 weeks, cf Board members are elected at the general meeting; however, the articles of association may grant third parties the right to nominate a minority of the board members, cf Directors may resign at any time, cf A majority of the Board of directors may not require a director to resign. The AoA Art. 32 specifies that any amendment of the AoA requires a 2/3 majority at a general meeting. In some situations, dissenting shareholders have the right to receive fair value of their shares, cf. below re. mergers and other similar transactions. According to the IBC Act Sect. 42 and the AoA Art. 56, board members are elected at the general meeting for such term as the shareholders may determine; however, the board of directors may also elect additional directors up to the maximum of 12 directors specified in the AoA Art. 48. Directors may resign at any time, and each director holds office until his successor takes office or until his earlier death, resignation or removal cf. the IBC Act Sect. 42 and the AoA Art. 53. Pre-emption rights relation in to Shareholders have pre-emption rights unless otherwise decided by 2/3 majority. A majority of the shareholders or a majority of the Board of directors may require a director to resign, cf. the IBC Act Sect. 42 and the AoA Art. 42 and 53. Shareholders have pre-emption rights unless otherwise decided by simple majority, cf. the AoA Art. 13.

5 5/7 issue of new shares Mandatory redemption of shares Right to demand an extra auditor Right to demand a special audit Public takeovers If a shareholder owns more than 9/10 of the shares, the majority shareholder may require the minority shareholders to redeem their shares, cf. the Act 70. The minority shareholders may also require the majority shareholder to redeem their shares, cf. 73. Shareholders holding 1/10 of the shares may demand that an extra auditor is appointed, cf Shareholders holding 25 % of the shares may demand that a special auditor ( granskningsmand ) is appointed to investigate specific matters, provided the Court finds that the request has sufficient justification, cf The general meeting may decide to suspend certain rights of the shareholders in case of a takeover bid, cf If the general meeting decides to suspend such rights, shareholders will be entitled to compensation, cf The directors may within a 12 months period increase the issued capital by up to 10 %. Where the subscription price is equal to, or above, the market price, such subscription may be carried out without any pre-emptive rights for existing shareholders, cf. the AoA Art. 12. One or more shareholders owning more than 9/10 of the shares after a merger or consolidation may require the company to redeem the minority shareholders shares, cf. the IBC Act Sect. 81. The minority shareholders do not have the right to require a redemption of their shares, cf. however below regarding mergers and other similar transactions. Minority shareholders do not have the right to demand that an extra auditor is appointed. Minority shareholders do not have the right to demand that a special auditor is appointed. this issue. Conflicts of A shareholder may not A shareholder may participate in

6 6/7 interest participate in decisions regarding law suits against the shareholder or regarding the shareholder s liability vis-à-vis the company, cf. 86 decisions regarding agreements or transactions between the company and one or more of its directors or liquidators, or any person in which any director or liquidator has a financial interest or to whom any director or liquidator is related, including as a director or liquidator of that other person, if the material facts of the interest are disclosed in good faith, cf. the IBC Act Sect. 57. Mergers and other similar transactions Shareholders of a company which ceases to exist by a merger or which is subject to a company split may require compensation if the remuneration is insufficient, cf. 249, 267, 285, 305. In connection with a crossborder merger etc., the shareholders may alternatively require to be redeemed, cf. 286, 306, 318k. the issue of whether a shareholder may participate in decisions regarding law suits against the shareholder or regarding the shareholder s liability vis-à-vis the company. In case of an arrangement of the company (reorganisation, reconstruction, separation of two or more businesses or a combination thereof), the company shall make an application to the court for approval of the proposed arrangement. The court may in that connection decide whether a shareholder may dissent and receive payment of the fair value of his shares, direct amendments to the arrangement or reject the plan, cf. the IBC Act Sect. 82. Pursuant to the IBC Act Sect. 83, a dissenting shareholder is entitled to payment of the fair value of his shares upon dissenting from (a) A merger, (b) A consolidation, (c) Any sale, transfer, lease, exchange or other disposition of more than 50 % of the

7 7/7 Transfer significant assets of The Danish Companies Act is silent on the procedure to be undertaken in case of a transfer of significant assets. assets or business of the company. A transfer of more than 50 % of the assets must be approved by both the Board of directors and the shareholders. Even shareholders who are not entitled to vote must be called to the general meeting, cf. the IBC Act Sect. 80. Furthermore, the court may decide that a dissenting shareholder has the right to receive fair value of his shares, cf. above re. mergers and other similar transactions.