On 8 March 2022 the board of directors resolved to exercise the authorization under article 4i hereof
to issue 26,350 warrants and to adopt the corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of
association. Each warrant confers the right to subscribe nominal DKK 1 share against cash contribution of USD 105.77 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no
less than DKK 1 per share of nominal DKK 1.
On 12 April 2022 the board of directors resolved to exercise the authorization under article 4i hereof to
issue 37,265 warrants and to adopt the corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association.
Each warrant confers the right to subscribe nominal DKK 1 share against cash contribution of USD 108.84 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK
1 per share of nominal DKK 1.
On 10 May 2022 the board of directors resolved to exercise the authorization under article 4i hereof to issue 36,790
warrants and to adopt the corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant
confers the right to subscribe nominal DKK 1 share against cash contribution of USD 82.64 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of
nominal DKK 1.
On 14 June 2022 the board of directors resolved to exercise the authorization under article 4i hereof to issue 29,810 warrants and to
adopt the corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant confers the right
to subscribe nominal DKK 1 share against cash contribution of USD 81.24 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of nominal DKK 1.
On 12 July 2022 the board of directors resolved to exercise the authorization under article 4i hereof to issue 12,780 warrants and to adopt the
corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant confers the right to
subscribe nominal DKK 1 share against cash contribution of USD 90.06 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of nominal DKK 1.
On 9 August 2022 the board of directors resolved to exercise the authorization under article 4i hereof to issue 23,165 warrants and to adopt the
corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant confers the right to
subscribe nominal DKK 1 share against cash contribution of USD 93.15 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of
nominal DKK 1.
On 13 September 2022 the board of directors resolved to exercise the authorization under article 4i hereof to issue 33,270
warrants and to adopt the corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant
confers the right to subscribe nominal DKK 1 share against cash contribution of USD 102.70 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share
of nominal DKK 1.
On 11 October 2022 the board of directors resolved to exercise the authorization under article hereof to issue 30,042 warrants and to
adopt the corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant confers the right
to subscribe nominal DKK 1 share against cash contribution of USD 110.00 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of nominal DKK 1.
On 8 November 2022 the board of directors resolved to exercise the authorization under article 4i hereof to issue 24,490 warrants and to adopt the
corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant confers the right to
subscribe nominal DKK 1 share against cash contribution of USD 123.91 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of
nominal DKK 1.
On 13 December 2022 the board of directors resolved to exercise the authorization under article 4i hereof to issue 44,210 warrants
and to adopt the corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant confers
the right to subscribe nominal DKK 1 share against cash contribution of USD 122.81 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of
nominal DKK 1.
On 10 January 2023 the board of directors resolved to exercise the authorization under article 4i hereof to issue
47,365 warrants and to adopt the corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of
association. Each warrant confers the right to subscribe nominal DKK 1 share against cash contribution of USD 112.61 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise
day, however no less than DKK 1 per share of nominal DKK 1.
On 14 February 2023 the board of directors resolved to exercise the authorization
under article 4i hereof to issue 36,480 warrants and to adopt the corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the
articles of association. Each warrant confers the right to subscribe nominal DKK 1 share against cash contribution of USD 111.00 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day,
however no less than DKK 1 per share of nominal DKK 1.
On 14 March 2023 the board of directors resolved to exercise the authorization under article 4i
hereof to issue 29,740 warrants and to adopt the corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of
association. Each warrant confers the right to subscribe nominal DKK 1 share against cash contribution of USD 109.36 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no
less than DKK 1 per share of nominal DKK 1.
On 11 April 2023 the board of directors resolved to exercise the authorization under article 4i hereof to
issue 52,210 warrants and to adopt the corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association.
Each warrant confers the right to subscribe nominal DKK 1 share against cash contribution of USD 80.18 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1
per share of nominal DKK 1.
On 9 May 2023 the board of directors resolved to exercise the authorization under article 4i hereof to issue 31,250 warrants
and to adopt the corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant confers
the right to subscribe nominal DKK 1 share against cash contribution of USD 97.20 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of nominal
DKK 1.
On 13 June 2023 the board of directors resolved to exercise the authorization under article 4i hereof to issue 77,000 warrants and to adopt the
corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant confers the right to
subscribe nominal DKK 1 share against cash contribution of USD 92.93 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of nominal DKK 1.
On 11 July 2023 the board of directors resolved to exercise the authorization under article 4i hereof to issue 24,220 warrants and to adopt the corresponding
increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant confers the right to subscribe nominal
DKK 1 share against cash contribution of USD 87.98 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of nominal DKK 1.
On 8 August 2023 the board of directors resolved to exercise the authorization under article 4i hereof to issue 12,410 warrants and to adopt the corresponding
increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant confers the right to subscribe nominal
DKK 1 share against cash contribution of USD 94.09 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of nominal DKK 1.
On 12 September 2023 the board of directors resolved to exercise the authorization under article 4i hereof to issue 22,430 warrants and to adopt the
corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant confers the right to
subscribe nominal DKK 1 share against cash contribution of USD 102.56 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of nominal
DKK 1.
On 10 October 2023 the board of directors resolved to exercise the authorization under article 4i hereof to issue 24,910 warrants and to
adopt the corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant confers the right
to subscribe nominal DKK 1 share against cash contribution of USD 93.61 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of nominal DKK 1.
On 14 November 2023 the board of directors resolved to exercise the authorization under article 4i hereof to issue 12,170 warrants and to adopt the
corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant confers the right to
subscribe nominal DKK 1 share against cash contribution of USD 94.70 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exer-cise day, however no less than DKK 1 per share of nominal DKK 1.
On 12 December 2023 the board of directors resolved to exercise the authorization under article 4i hereof to issue 10,594 warrants and to adopt the
corresponding increase(s) of the share capital. The authorization has been reduced accordingly. The terms and conditions of the issued warrants have been adopted as Appendix 1a to the articles of association. Each warrant confers the right to
subscribe nominal DKK 1 share against cash contribution of USD 110.19 per share of nominal DKK 1 converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of nominal DKK 1.
This authorisation to issue warrants is as of 12 December 2023 fully exhausted with the consequence that the Board of Directors cannot issue any new warrants
under article 4i with effect from 12 December 2023. For clarity, any warrants issued per this article 4i shall remain in full force and effect as per the terms determined by the Board of Directors in connection with such grant of warrants.
Article 4j
The board of directors is
authorized, in accordance with the Danish Companies Act, Section 169, cf. Section 155, Subsection 2, during the period until 29 May 2029 on one or more occasions to issue warrants to members of the executive management and employees, advisors and
consultants of the company or its subsidiary, entitling the holder to subscribe shares for a total of up to nominal value of DKK 1,000,000 without pre-emptive rights for the companys shareholders. The exercise price for the warrants shall be
determined by the board of directors in consultation with the companys advisors and shall at least be equal to the market price of the shares at the time of issuance. The board of directors shall determine the terms for the warrants issued and
the distribution hereof.
At the same time, the board of directors is authorized in the period until 29 May 2029, on one or more occasions to increase the
companys share capital by up to a total nominal value of DKK 1,000,000 without pre-emptive rights for the existing shareholders by cash payment in order to implement the capital increase related to exercise of the warrants. In accordance with
this clause the board of directors may increase the share capital with a minimum nominal value of DKK 1 and a maximum nominal value of DKK 1,000,000. The board of directors is authorized to cause such shares to be deposited with a depositary bank
and the simultaneous issuance of American Depositary Shares.
The new shares issued based on exercise of warrants shall be non-negotiable instruments
issued in the name of the holder and registered in the name of the holder in the companys register of shareholders. The new shares shall not have any restrictions as to their transferability and no shareholder shall be obliged to have the
shares redeemed fully or partly. No partial payment is allowed. The shares shall be with the same rights as the existing share capital. The new shares shall give rights to dividends and other rights in the company from the time which is determined
by the board of directors in connection with the decision to increase the share capital.
Article 5
The companys shares shall be issued in the name of the holder and shall be registered in the name of the holder in the companys register of
shareholders. No share certificates are issued.
The companys register of owners shall be kept and maintained by Computershare A/S (Company
registration CVR no. 27088899).
The companys shares are non-negotiable instruments.
No shareholder shall be obligated to have his shares redeemed in whole or in part by the company or others.
Article 6
The companys
shareholders are entitled to vote their shares differently. Any shareholder shall be entitled to attend in person or be represented by proxy, and both the shareholder and the proxy holder may meet with an advisor. A shareholder may vote by proxy.
The shares can be cancelled out of court in conformity with the legislation applying to non-negotiable
securities, in force at any time.
General Meetings
Article 7
General meetings of the
company shall be held in Copenhagen municipality or in the Greater Copenhagen area. The language of the company group is English and general meetings are conducted in English.
General meetings shall be convened with a notice of a minimum 2 weeks and a maximum of 4 weeks by publication in the Danish Business Authoritys
computerised information system and on the companys website. A convening notice shall, furthermore, be forwarded in writing to all shareholders recorded in the register of owners who have requested such notification. The convening notice shall
contain the agenda for the general meeting. If the agenda contains proposals, the adoption of which require a qualified majority, the convening notice shall contain a specification of such proposals and their material contents.
The annual general meeting shall be held within 5 months after the expiry of the accounting year.
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