1. Name
1.1. The name of the company is German High Street Properties A/S.
2. Purpose
2.1. The purpose of the Company is to engage in the property investment business in Germany, Denmark, Sweden, Norway, Finland, Switzerland and the UK through the ownership, development and letting of property either directly or indirectly through subsidiaries.
3. The Company's capital and shares
3.1. The company's share capital amounts to DKK 30,453,830, divided into shares of DKK 10.00 each.
3.2. The share capital is fully paid up. Shares are registered in the name of the holder and entered in the Company's register of shareholders.
3.3. The Company's register of shareholders is maintained by the Administrator of the Company or by an authorised share registrar appointed by the Administrator.
3.4. The Shares are negotiable securities. There are no restrictions on the transferability of the Shares other than the pre-emptive rights described in Section 3.5.
3.5. Each shareholder has a pre-emptive right when new shares are issued. If one or more shareholders do not exercise their pre-emptive rights, the other shareholders are entitled to exercise their pre-emptive rights in proportion to their shareholdings.
4. Authorisation for capital increase
4.1. The Board of Directors is authorised, until 28 April 2028, to increase the company's share capital in one or more issues up to a total nominal amount of DKK 270,000,000 (27,000,000 shares of DKK 10.00 each), with pre-emptive rights for the company's existing shareholders. The capital increase may be made at a price below the market price and must be made in cash.
4.2. The Board of Directors is authorised until 28 April 2028 to increase the company's share capital in one or more issues up to a total nominal amount of DKK 270,000,000 (27,000,000 shares of DKK 10.00 each), without pre-emptive rights for existing shareholders. The capital increase must be made at market price and may be made in cash or by other means, including conversion of debt or contribution in kind.
4.3. The Board's authorisations in 4.1 and 4.2 above may be used in combination to increase the Company's share capital by a total nominal amount of DKK 270,000,000. The new shares issued in accordance with 4.1 and 4.2 above shall be negotiable securities, fully paid up, registered in the name of the holder and entered in the company's register of shareholders. There shall be no restrictions on the transferability of the newly issued shares and no shareholder shall be obliged to have his shares redeemed in whole or in part.
4.4. The Board of Directors shall determine the detailed terms and conditions of share subscriptions, including the subscription price, for each offer to be made under the authorisation pursuant to Section 155 of the Companies Act.
5. General Meetings
5.1. The company's General Meetings are held in Copenhagen.
5.2. General Meetings are convened by the Board of Directors with a notice period of not less than 3 weeks and not more than 5 weeks by publication on the Company's website and by electronic means to the shareholders entered in the Company's register of shareholders who have requested it.
5.3. The notice must contain the agenda of the meeting and the main content of any proposed amendments to the articles of association. If a resolution is to be passed pursuant to Section 77 (2), Section 92 (1) or (5) or Section 107 (1) or (2) of the Companies Act, the notice must contain the full text of the proposal.
5.4. The Ordinary General Meeting of the company must be held no later than 4 months after the end of the company's financial year. Proposals by a shareholder to be considered at the Ordinary General Meeting must be submitted in writing to the Board of Directors no later than 6 weeks before the date of the General Meeting. If a proposal from a shareholder is submitted later than 6 weeks before the General Meeting, the Board of Directors will decide whether the proposal has been submitted in time to be included on the agenda of the General Meeting.
5.5. At least 8 weeks before the scheduled date of the Ordinary General Meeting, the date of the scheduled meeting and the deadline for submitting a request to include a specific item on the agenda must be published.
5.6. Extraordinary General Meetings must be held whenever the Board of Directors or an auditor elected by the General Meeting deems it appropriate. In addition, such meetings must be convened by the Board of Directors no later than two weeks after the written request of shareholders holding at least 5% of the share capital has been received at the Company's registered office.
6. Agenda of the General Meeting, etc.
6.1. The following information must be made available to shareholders at least 3 weeks before the general meeting (including the day of the meeting):
– The notice.
– The total number of shares and voting rights on the date of the notice.
– The documents to be submitted to the General Meeting, including, for the Ordinary General Meeting, the latest audited annual report.
– The agenda and full proposals.
– Where applicable, the forms to be used for proxy voting and postal voting. If the forms are not available on the internet, the company shall indicate on the website how the forms can be requested in paper form and shall send the forms to any shareholder who requests them.
6.2. The agenda for the Ordinary General Meeting shall include
a) The Board's report on the Company's activities during the past year.
b) Presentation of the audited annual report for approval and discharge of the Board and management.
c) To approve the distribution of profit or loss as proposed by the Board of Directors.
d) Election of the Board of Directors.
e) Election of auditors.
f) Any proposals from shareholders and the Board.
g) Miscellaneous.
7. Chairman at the General Meeting
7.1. The meeting is chaired by a chairman appointed by the Board. The Chairman decides on all matters relating to the conduct of business and voting, and on the results of voting.
7.2. A record of the proceedings of the general meeting shall be prepared and signed by the chairman. The record of the general meeting, or a certified copy thereof, must be made available to shareholders not later than two weeks after the general meeting.
8. Attendance at the General Meeting
8.1. Any shareholder who owns shares in the Company on the registration day, which is one week before the General Meeting, is entitled to attend the General Meeting, provided that the shareholder has notified the Company of his or her intention to attend at least three days before the General Meeting.
8.2. The shareholder may attend in person or by proxy. A written and dated power of attorney must be presented.
A proxy may be revoked in writing by the proxy holder at any time. Written notice of revocation must be given to both the proxy holder and the Company at the same time.
The shareholder or proxy may attend the General Meeting with an advisor.
A shareholder may vote by postal vote instead of voting at the General Meeting. Shareholders who choose to vote by post must send their postal vote to the Company so that it is received by the Company at least one day before the General Meeting. A postal vote received by the Company cannot be revoked.
8.3. The Company's General Meetings are open to members of the press upon presentation of a press card.
9. Voting rights at the General Meeting
9.1. A shareholder's right to vote at the Company's General Meetings or to cast a postal vote in respect of the shareholder's shares is determined in relation to the shares held by the shareholder on the registration date, see clause 8.1. Transfers or acquisitions of shares that take place in the period between the registration date and the General Meeting to which this date relates do not affect the right to vote at the General Meeting or the right to cast a postal vote for the General Meeting.
9.2. Each share with a nominal value of DKK 10 carries one vote.
9.3. The results of the voting at the General Meeting will be published on the Company's website no later than two weeks after the General Meeting.
10. Decisions at the General Meeting
10.1. All decisions of the General Meeting are taken by a simple majority of the votes cast by the shareholders present and entitled to vote, including those who have voted by post, unless the Articles of Association or company law prescribe special rules on representation and majorities.
11. Board of Directors
11.1. The company is managed by a Board of Directors elected by the General Meeting, consisting of 3-5 members.
11.2. In addition to the members elected by the General Meeting, the employees elect a number of members to the Board of Directors, if required by applicable law.
11.3. The Board of Directors elects a Chairman and a Vice-Chairman from among its members.
11.4. The Board of Directors takes its decisions by simple majority. In the event of a tie, the Chairman, or in his absence the Vice-Chairman, has the casting vote.
11.5. The Board adopts a Code of Conduct setting out detailed rules for the performance of its duties.
11.6. A record of the proceedings of the Board of Directors shall be kept and shall be signed by all directors present.
12. Management
12.1. The Board of Directors of the Company appoints an Executive Management consisting of one member.
12.2. The Board of Directors sets the rules of competence for the Director.
13. Power of Attorney
13.1. The Company is represented by the Chairman of the Board together with one member of the Board or by the entire Board.
14. Dividend
14.1. Dividends shall be paid by transfer to the accounts designated by the shareholders in accordance with the rules applicable to VP Securities A/S.
15. Accounting
15.1. The Company's financial year is the calendar year.
15.2. The Company's auditors are elected by the Annual General Meeting for a term of one year. Re-election is possible.
15.3. The annual report shall be prepared in a clear manner in accordance with applicable legislation and shall give a true and fair view of the company's assets, liabilities, financial position and result.
16. Publicity
16.1. The Company's Articles of Association and the latest approved annual report are available to the public and a copy may be obtained on request from the Company's registered office.
Thus adopted at the company's constitutive general meeting on June 25, 2007, amended at the extraordinary general meeting on August 13, 2007, amended by board decision of September 19, 2007 (capital increase), amended at the extraordinary general meeting on October 4, 2007 (change of share registrar), amended at the ordinary general meeting on April 17, 2008 (authorization for capital increase), amended at the ordinary general meeting on April 23, 2009 (group-internal transfer of A shares), amended at the ordinary general meeting on April 29, 2010 (change of name and dissolution of the investment committee), amended at the extraordinary general meeting on October 5, 2012 (deletion of bin name, and extension of authorization for capital increase), amended at the extraordinary general meeting on July 11, 2014 (change of purpose and extension of authorization for capital increase), amended at the ordinary general meeting on April 30, 2015 (cancellation of own shares and change in the number of board members), amended at the extraordinary general meeting on October 5, 2015 (change of purpose 52.1 and S7.2), amended at the ordinary general meeting on April 28, 2017 (re-registration of shares, etc.), amended at the ordinary general meeting on April 30, 2018 (re-registration of remaining shares, etc.), amended at the ordinary general meeting on April 30, 2019 (extension of authorization for capital increase), and amended at the ordinary general meeting on April 30, 2020 (extension of authorization for capital increase), and amended at the ordinary general meeting on April 29, 2021 (extension of authorization for capital increase), amended at the general meeting of April 29, 2022 (extension of authorization for capital increase), and amended at the general meeting of April 28, 2023 (extension of authorization for capital increase), November 30, 2023, reduction of share capital in connection with the cancellation of own shares.