Nordic Shipholding A/S
ARTICLES OF ASSOCIATION

DGAP-News: Nordic Shipholding A/S /

19.12.2013 / 19:28

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ARTICLES OF ASSOCIATION
NORDIC shipholding A/S 





























ARTICLES OF ASSOCIATION

NORDIC SHIPHOLDING a/s

(CVR no.: 76 35 17 16)







1                   Company name and registered office



1.1                The name of the Company is Nordic Shipholding A/S.



1.2                The Company's registered office is located in the
municipality of Gentofte. 



2                   Object



2.1                The object of the Company is to perform activities partly as
a shipping company and partly as a shipping investment company and to perform
related activities. 



2.2                The object can be carried out directly or indirectly through
subsidiaries and associates etc. 



3                   The Company's capital and shares



3.1                The share capital totals DKK 40,615,840.30. The share
capital is divided into shares of nominally DKK 0.10. 



3.2                The share capital is fully paid up.



3.3                The Company's shares are negotiable and freely transferable
shares. 



3.4                No shareholder is obliged to have his/her shares redeemed in
full or in part. 



3.5                The shares shall be bearer shares, but may be registered in
the name of the holder in the Company's register of shareholders. The Company's
register of shareholders is maintained by VP Investor Services A/S,
Weidekampsgade 14, DK-2300 Copenhagen S, which has been appointed as the
manager of the Company's register of shareholders. 



3.6                The Board of Directors shall provide for a register of all
shareholders holding registered shares. 



3.7                No shares carry special rights.



3.8                The shares are admitted to listing on NASDAQ OMX Copenhagen
A/S, and the shares are issued through VP Securities A/S. Any rights attaching
to the shares shall be notified to VP Securities A/S. 



4                   Authorisation to the Board of Directors to increase the
Company's capital 



4.1                Cancelled.

4.2                Cancelled.

4.3                Cancelled.



4.4                The shares issued in connection with the capital increases
shall be negotiable instruments and shall carry the same rights as existing
shares in the Company. The shares shall be entitled to dividend from the date
decided by the Board of Directors in their resolution of the capital increase.
The shares shall be bearer shares, but may be registered in the name of the
holder in the Company's register of shareholders. 



4.5                The Board of Directors is authorised to adopt amendments to
the articles of association as a consequence the capital increases. 



4a                  Authorisation to the Board of Directors to issue warrants

4a.1          At the annual general meeting held on 22 April 2010, the Company
authorised the       Board of Directors of the Company to resolve on the issue
of warrants, which give                   holders a right to subscribe for up
to nominally DKK 15,000,000 shares in the    Company, to members of the
Executive Board and employees and to resolve on a                   related
capital increase. This authorisation shall apply until 21 April 2015 and is  
exercisable on one or several occasions. As the result of the proposal of
reduction of the share capital by reducing the denomination on all shares with
nominally DKK 9.00 from nominally DKK 10.00 to nominally DKK 1.00 adopted on
the general meeting on 5 November 2010, the nominal amount of the shares that
can be subscribed for according to warrants issued by the company's board of
directors has been reduced from up to nominally DKK 15,000,000 to up to
nominally DKK 1,500,000. As the result of the proposal of reduction of the
share capital by reducing the denomination on all shares with nominally DKK
0.90 from nominally DKK 1.00 to nominally DKK 0.90 adopted on the general
meeting on 17 December 2013, the nominal amount of the shares that can be
subscribed for according to warrants issued by the company's board of directors
has been reduced from up to nominally DKK 1,500,000 to up to nominally DKK
150,000. 



4a.2               The Company's shareholders shall have no pre-emption right
upon  the exercise by                     the Board of Directors of its
authority to issue warrants, be it in connection with            the issue of
warrants or in connection with the exercise of warrants. 



4a.3               The Board of Directors determines the exercise price,
however, it shall be no less than the market price of the Company's shares at
the time of the issue of the                      warrants in question. The
Board of Directors determines the terms and conditions      of the issue and
the exercise of warrants, including the recipient's legal rights in         the
event of a capital increase, capital reduction, issue of new warrants, issue of
    new convertible instruments of debt, the Company's liquidation, merger or
split,        which may occur prior to the date of exercise. 



4a.4               Pursuant to the provisions of the Danish Companies Act in
force from time to time,                      the Board of Directors may
reapply or reissue any lapsed non-exercised warrants,         provided that
such reapplication or reissue is made under the terms and conditions          
and within the time limits specified under this authority. Reapplication means
the     right of the Board of Directors to let another contractual party become
a party to    an already existing agreement on warrants. Re-issue means the
possibility for the       Board of Directors to re-issue new warrants under the
same authorisation if those             already issued have lapsed. 



4a.5          The Board of Directors is authorised until 21 April 2015 to
increase the share                capital of the Company on one or several
occasions by up to nominally DKK                 15,000,000 by way of cash
payment in connection with the exercise of its                   authorisation
to issue warrants. As the result of the proposal of reduction of the share
capital by reducing the denomination on all shares with nominally DKK 9.00 from
nominally DKK 10.00 to nominally DKK 1.00 adopted on the general meeting on 5
November 2010, the authority of the board of directors to exercise a capital
increase by one or several occasions with up to nominally DKK 15,000,000 by
cash contribution in relation to the exercising of the authorisation to issue
warrants has been reduced to up to DKK 1,500,000. As the result of the proposal
of reduction of the share capital by reducing the denomination on all shares
with nominally DKK 0.90 from nominally DKK 1.00 to nominally DKK 0.10 adopted
on the general meeting on 17 December 2013, the authority of the board of
directors to exercise a capital increase by one or several occasions with up to
nominally DKK 1,500,000 by cash contribution in relation to the exercising of
the authorisation to issue warrants has been reduced to up to DKK 150,000. 



4a.6               The new shares issued under the authorisation to issue
warrants shall be                negotiable instruments and carry the same
rights as the Company's existing      shares. The shares shall be bearer
shares, but may be registered in the name of            the holder in the
Company's register of shareholders. The Board of Directors shall              
lay down the other terms and conditions for effecting the capital increase,    
         including the date when the rights in respect of such new shares
attach. 



4a.7               A resolution of the Board of Directors to issue warrants
must be included in the      articles of association. The Board of Directors is
authorised to implement any such               amendments to the Company's
articles of association as may be necessitated by     an exercise of the
authorisation to issue warrants and by an exercise of such                     
 warrants. 



4a.8          Based on a decision by the Board of Directors on 23 June 2010 and
in accordance with the authority set out in clause 4a1 - 4a.7 of the Articles
of Association, the Board of Directors have issued warrants which entitle the
holders to subscribe for up to nominally DKK 12.880.000 shares (refer clause 4b
of the Articles of Association). As of the 23 June 2010, clauses 4a.1 - 4a.7
thus give authority to issue further warrants with right to subscribe for up to
nominally DKK 2,120,000 shares. As the result of the proposal of reduction of
the share capital by reducing the denomination on all shares with nominally DKK
9.00 from nominally DKK 10.00 to nominally DKK 1.00 adopted on the general
meeting on 5 November 2010, the nominal amount of the shares that can be
subscribed for according to warrants issued has been reduced from up to
nominally DKK 12,880,000 to up to nominally DKK 1,288,000 and Clauses 4a.1 -
4a. hereafter contain authority to issue further warrants to shares for up to
nominally DKK 212,000. As the result of the proposal of reduction of the share
capital by reducing the denomination on all shares with nominally DKK 0.90 from
nominally DKK 1.00 to nominally DKK 0.10 adopted on the general meeting on 17
December 2013, the nominal amount of the shares that can be subscribed for
according to warrants issued has been reduced from up to nominally DKK
1,288,000 to up to nominally DKK 128,800 and Clauses 4a.1 - 4a.7 hereafter
contain authority to issue further warrants to shares for up to nominally DKK
21,200. 



4b                  Warrants

4b.1          Based on a decision by the Board of Directors on 23 June 2010 and
in accordance with the authority set out in clause 4a of the Articles of
Association, the Board of Directors have issued 1,288,000 warrants, which
entitle the holders to subscribe for up to 1,288,000 shares of nominally DKK 10
each, or totally up to nominally DKK 12,880,000. In accordance with section 170
of the Danish Companies Act the full wording of the Board of Directors's
decision has been incorporated in the Articles of Association as Exhibit 1,
which constitutes an integrated part of the Articles of Association. In
addition, the Board of Directors has resolved on the related capital increase.
As the result of the proposal of reduction of the share capital by reducing the
denomination on all shares with nominally DKK 9.00 from nominally DKK 10.00 to
nominally DKK 1.00 adopted on the general meeting on 5 November 2010, the
1,288,000 warrants issued give the right to subscribe for up to 1,288,000
shares of nominally DKK 1.00, in total nominally DKK 1,288,000. As the result
of the proposal of reduction of the share capital by reducing the denomination
on all shares with nominally DKK 0.90 from nominally DKK 1.00 to nominally DKK
0.10 adopted on the general meeting on 17 December 2013, the 1,288,000 warrants
issued give the right to subscribe for up to 1,288,000 shares of nominally DKK
0.10, in total nominally DKK 128,800. 



4c                  Authorisation to the Board of Directors to issue warrants

4c.1          At the annual general meeting held on 29 April 2011, the Company
authorised the       Board of Directors of the Company to resolve on the issue
of additional warrants, which give holders a right to subscribe for up to
nominally DKK 1,500,000 shares in the Company, to employees and management of
the Company and affiliated companies and to resolve on a related capital
increase. This authorisation shall apply until 28 April 2016 and is exercisable
on one or several occasions. As the result of the proposal of reduction of the
share capital by reducing the denomination on all shares with nominally DKK
0.90 from nominally DKK 1.00 to nominally DKK 0.10 adopted on the general
meeting on 17 December 2013, the nominal amount of the shares that can be
subscribed for according to warrants issued by the company's board of directors
has been reduced from up to nominally DKK 1,500,000 to up to nominally DKK
150,000. 



4c.2               The Company's shareholders shall have no pre-emption right
upon the exercise by                      the Board of Directors of its
authority to issue warrants, be it in connection with            the issue of
warrants or in connection with the exercise of warrants. 



4c.3               The Board of Directors determines the exercise price,
however, it shall be no less than the market price of the Company's shares at
the time of the issue of the                      warrants in question. The
Board of Directors determines the terms and conditions      of the issue and
the exercise of warrants, including the recipient's legal rights in         the
event of a capital increase, capital reduction, issue of new warrants, issue of
    new convertible instruments of debt, the Company's liquidation, merger or
split,        which may occur prior to the date of exercise. 



4c.4               Pursuant to the provisions of the Danish Companies Act in
force from time to time,                      the Board of Directors may
reapply or reissue any lapsed non-exercised warrants,         provided that
such reapplication or reissue is made under the terms and conditions          
and within the time limits specified under this authority. Reapplication means
the     right of the Board of Directors to let another contractual party become
a party to    an already existing agreement on warrants. Re-issue means the
possibility for the       Board of Directors to re-issue new warrants under the
same authorisation if those             already issued have lapsed. 



4c.5          The Board of Directors is authorised until 28 April 2016 to
increase the share                capital of the Company on one or several
occasions by up to nominally DKK                 1,500,000 by way of cash
payment in connection with the exercise of its             authorisation to
issue warrants as set out in clause 4c.1. As the result of the proposal of
reduction of the share capital by reducing the denomination on all shares with
nominally DKK 0.90 from nominally DKK 1.00 to nominally DKK 0.10 adopted on the
general meeting on 17 December 2013, the authority of the board of directors to
exercise a capital increase by one or several occasions with up to nominally
DKK 1,500,000 by cash contribution in relation to the exercising of the
authorisation to issue warrants has been reduced to up to DKK 150,000. 



4c.6          The new shares issued under the authorisation to issue warrants
as set out in clause 4c.1 shall be      negotiable instruments and shall carry
the same rights as the Company's existing shares. The shares shall be bearer
shares, but may be registered in the name of the holder in the Company's
register of shareholders. The Board of Directors shall lay down the other terms
and conditions for effecting the capital increase, including the date when the
rights in respect of such new shares attach. 



4c.7               A resolution of the Board of Directors to issue warrants
must be included in the      articles of association. The Board of Directors is
authorised to implement any such               amendments to the Company's
articles of association as may be necessitated by     an exercise of the
authorisation to issue warrants and by an exercise of such                     
 warrants. 



4c.8          Based on a decision by the Board of Directors on 3 May 2011 and
in accordance with the authority set out in clause 4c.1 - 4c.7 of the Articles
of Association, the Board of Directors have issued warrants which entitle the
holders to subscribe for up to nominally DKK 1.245.000 shares (refer clause 4c
of the Articles of Association). As of the 3 May 2011, clauses 4c.1 - 4c.7 thus
give authority to issue further warrants with right to subscribe for up to
nominally DKK 255.000 shares. As the result of the proposal of reduction of the
share capital by reducing the denomination on all shares with nominally DKK
0.90 from nominally DKK 1.00 to nominally DKK 0.10 adopted on the general
meeting on 17 December 2013, the nominal amount of the shares that can be
subscribed for according to warrants issued by the company's board of directors
has been reduced from up to nominally DKK 1,245,000 to up to nominally DKK
124,500 and clause 4c.1 - 4c.7 and clauses 4c.1 - 4c.7 hereafter contain
authority to issue further warrants to shares for up to nominally DKK 25,500. 



4cc                Warrants

4cc.1        Based on a decision by the Board of Directors on 3 May 2011 and in
accordance with the authority set out in clause 4c of the Articles of
Association, the Board of Directors have issued 1.245.000 warrants, which
entitle the holders to subscribe for up to 1.245.000 shares of nominally DKK 1
each, or totally up to nominally DKK 1.245.000. In accordance with section 170
of the Danish Companies Act the full wording of the Board of Directors'
decision has been incorporated in the Articles of Association as Exhibit 2,
which constitutes an integrated part of the Articles of Association. In
addition, the Board of Directors has resolved on the related capital increase.
As the result of the proposal of reduction of the share capital by reducing the
denomination on all shares with nominally DKK 0.90 from nominally DKK 1.00 to
nominally DKK 0.10 adopted on the general meeting on 17 December 2013, the
1,245,000 warrants issued give the right to subscribe for up to 1,245,000
shares of nominally DKK 0.10, in total nominally DKK 124,500. 





4d                  Authorisation to the Board of Directors to issue warrants

4d.1          At the annual general meeting held on 29 April 2011, the Company
authorised the       Board of Directors of the Company to resolve on the issue
of additional warrants, which give holders a right to subscribe for up to
nominally DKK 6,000,000 shares in the Company, which can be used wholly or
partly as a means of payment in connection with growth initiatives, hereunder
the acquisition of ships or companies and/or the entering into time charter,
bareboat or similar arrangements, and to resolve on a related capital increase.
This authorisation shall apply until 28 April 2016 and is exercisable on one or
several occasions. The warrants in question can be issued to existing
shareholders as well as to recipients who are not shareholders in the company
at the time of allotment. 



4d.2               The Company's shareholders shall have no pre-emption right
upon the exercise by                      the Board of Directors of its
authority to issue warrants, be it in connection with            the issue of
warrants or in connection with the exercise of warrants. 



4d.3               The Board of Directors determines the exercise price,
however, it shall be no less than the market price of the Company's shares at
the time of the issue of the                      warrants in question. The
Board of Directors determines the terms and conditions      of the issue and
the exercise of warrants, including the recipient's legal rights in         the
event of a capital increase, capital reduction, issue of new warrants, issue of
    new convertible instruments of debt, the Company's liquidation, merger or
split,        which may occur prior to the date of exercise. 



4d.4               Pursuant to the provisions of the Danish Companies Act in
force from time to time,                      the Board of Directors may
reapply or reissue any lapsed non-exercised warrants,         provided that
such reapplication or reissue is made under the terms and conditions          
and within the time limits specified under this authority. Reapplication means
the     right of the Board of Directors to let another contractual party become
a party to    an already existing agreement on warrants. Re-issue means the
possibility for the       Board of Directors to re-issue new warrants under the
same authorisation if those             already issued have lapsed. 



4d.5          The Board of Directors is authorised until 28 April 2016 to
increase the share                capital of the Company on one or several
occasions by up to nominally DKK                 6,000,000 by way of payment in
connection with the exercise of its                authorisation to issue
warrants as set out in clause 4d.1. Payment can be made in cash, by non-cash
contribution, by conversion of debt or by a combination hereof. As the result
of the proposal of reduction of the share capital by reducing the denomination
on all shares with nominally DKK 0.90 from nominally DKK 1.00 to nominally DKK
0.10 adopted on the general meeting on 17 December 2013, the authority of the
board of directors to exercise a capital increase by one or several occasions
with up to nominally DKK 6,000,000 by cash contribution in relation to the
exercising of the authorisation to issue warrants has been reduced to up to DKK
600,000. 



4d.6          The new shares issued under the authorisation to issue warrants
as set out in clause 4d.1 shall be      negotiable instruments and shall carry
the same rights as the Company's existing shares. The shares shall be bearer
shares, but may be registered in the name of the holder in the Company's
register of shareholders. The Board of Directors shall lay down the other terms
and conditions for effecting the capital increase, including the date when the
rights in respect of such new shares attach. 



4d.7               A resolution of the Board of Directors to issue warrants
must be included in the      articles of association. The Board of Directors is
authorised to implement any such               amendments to the Company's
articles of association as may be necessitated by     an exercise of the
authorisation to issue warrants and by an exercise of such                     
 warrants. 



4.e            The Company's Board of Directors is authorised to increase the
Company's share capital in one or more issues by up to a total nominal amount
of DKK 61,100,000 without pre-emption rights for the Company's existing
shareholders. The authority will be effective until 31 December 2014. The
capital increases may be implemented by way of cash contributions, non-cash
contributions and/or debt conversion. The capital increase shall be implemented
at or above the market price. The new shares will be bearer shares but may be
registered in the names of the holders in the Company's register of
shareholders. The shares will be negotiable instruments. The shares will be
subject to no restrictions on transferability. The shares will be of the same
class as the existing share capital. The new shares will confer on the holders
the right to receive dividends and other rights in the Company as from the time
decided by the Board of Directors in the resolution on the capital increase. 



4.f             The Company's Board of Directors is authorised to increase the
Company's share capital in one or more issues by up to a total nominal amount
of DKK 61,100,000 without pre-emption rights for the Company's existing
shareholders. The authority will be effective until 31 December 2014. The
capital increases may be implemented by way of cash contributions, non-cash
contributions and/or debt conversion. The capital increase shall be implemented
at a favourable price. The new shares will be bearer shares but may be
registered in the names of the holders in the Company's register of
shareholders. The shares will be negotiable instruments. The shares will be
subject to no restrictions on transferability. The shares will be of the same
class as the existing share capital. The new shares will confer on the holders
the right to receive dividends and other rights in the Company as from the time
decided by the Board of Directors in the resolution on the capital increase. 



4.g            The Board of Directors may increase the Company's share capital
by a total nominal amount of up to DKK 61,100,000 by exercising the authority
granted in Articles 4e and 4f. 



4.h            The Board of Directors of the Company has the 19 December 2013
resolved to partially exercise the authorization given to them at the general
meeting of 17December 2013 to increase the share capital of the Company by
nominal DKK 36,721,170.60 by way of partly cash contribution and partly debt
conversion. 



In view of the Board of Directors' resolution, the authorisation in paragraph
4.e, 4.f and 4.g was reduced with a nominal value of DKK 36,721,170.60 to a
nominal value of DKK 24,378,829.40. 



5                   Guidelines for incentive pay schemes

5.1                 At the annual general meeting held on 22 April 2010, the
shareholders resolved to                       adopt general guidelines for the
Company's incentive pay schemes offered to the            Company's Board of
Directors, Executive Board and other employees. The                  
guidelines are available on the Company's website www.nordictankers.com. 



6                   General meeting



6.1                The general meeting shall be the supreme authority in all
matters concerning the Company subject to the provisions laid down by statute
and by these articles of association. 



6.2                The annual general meeting shall be held in time for the
approved annual report to be filed with the Danish Commerce and Companies
Agency within four months of the close of the financial year. 



6.3                Extraordinary general meetings shall be held whenever
requested by the Board of Directors or the auditor(s) or when requested in
writing by shareholders holding not less than 5% of the share capital for the
transaction of specific business. In the latter case, the notice convening the
extraordinary general meeting shall be given within two weeks of receipt of the
request. 



6.4                The Company's general meetings shall be held in the
municipality of its registered office, Copenhagen, Odense, Århus or in
Frederiksberg. 



6.5                The general meeting is convened at not more than five weeks'
notice and, unless the Danish Companies Act allows a shorter notice, not less
than three weeks' notice by notification on the Company's website, through the
computer system of the Danish Commerce and Companies Agency and by written
notice (letter or e-mail) to all the shareholders registered in the Company's
register of shareholders who have so requested. 



6.6                The notice convening annual and extraordinary general
meetings shall include the agenda and the complete proposed resolutions to be
considered at the general meeting. If a resolution is proposed at the general
meeting to amend the articles of association, the notice shall contain the most
important aspects of such proposal. If a resolution is proposed to amend the
articles of association pursuant to sections 77(2), 92(1) or (5) or section
107(1) or (2) of the Danish Companies Act, the notice shall contain the full
wording of such proposal. Moreover, the notice shall include the information
required by section 97 of the Danish Companies Act. 



6.7                Proposed resolutions from the shareholders to be considered
at the annual general meeting must be submitted in writing to the Board of
Directors not later than six weeks before the holding of the general meeting.
If the Board of Directors receives a proposal later than six weeks before the
holding of the general meeting, the Board of Directors will decide whether the
proposal has been submitted in sufficient time for the item to be included on
the agenda after all. 



6.8                 Not later than eight weeks before the date fixed for the
holding of the annual          general meeting, the Board of Directors shall
announce the date fixed for the                      holding of the general
meeting and the latest date for submitting requests for the 7      inclusion of
a specific item on the agenda, cf. article 6.7 of the articles of              
        association. 



7                   Agenda



7.1                The agenda of the annual general meeting shall include the
following items: 



1          Presentation of the annual report for adoption



2          Resolution regarding application of profit for the year, including
determination of the amount of dividend, or covering of losses according to the
approved annual report 



3          Election of members to the Board of Directors



4          Appointment of auditors



5          Resolution to authorise the Board of Directors to let the Company
acquire up to 10% of the Company's treasury shares 



6          Proposed resolutions by the Board of Directors and shareholders



7          Any other business



8                   Availability of agenda and related documents on the
Company's website 

8.1                Unless a shorter notice is prescribed by the Danish
Companies Act, the following documents and information must be made available
to shareholders on the Company's website not later than three weeks before each
general meeting (including the date of the holding of the general meeting): 



i.      The notice convening the general meeting, including the information
stated in article 6.6 of the articles of association. 



ii.     The total number of shares and voting rights at the date of the notice
convening the general meeting. 



iii.    The documents to be presented at the general meeting and in respect of
an annual general meeting, also the audited annual report, including the
auditors' report, and any consolidated financial statements. 



iv.    Agenda and complete proposed resolutions.



v.     The forms to be used for voting by proxy and for voting by post, unless
such forms are sent directly to the shareholders. If these forms cannot be made
available on the Company's website for technical reasons, the Company must
state on its website how to obtain the forms in hard copy. In such cases, the
Company will send the forms to any shareholder who so requests. The related
costs will be borne by the Company. 



9                   Admittance card, voting rights and qualified majority



9.1                Shareholders holding shares in the Company on the date of
registration, as defined in article 9.4 of the articles of association, are
entitled to attend the general meeting, provided that they have requested an
admittance card and provided proper proof of identity not later than three days
before the holding of the general meeting. 



9.2                At general meetings, each shareholder holds voting rights
pursuant to the following rules. 



9.3                A shareholder's right to vote at the Company's general
meetings or vote by post, cf. article 9.5 of the articles of association,
attaching to the shareholder's shares is determined in proportion to the shares
held by the shareholder on the date of registration, cf. article 9.4 of the
articles of association. Any disposal or acquisition of shares in the period
between the date of registration and the pertaining general meeting does not
affect voting rights at the general meeting or postal voting rights for use at
the general meeting. 



9.4                The date of registration is the date one week prior to the
holding of the general meeting. At the expiry of the date of registration, the
shares held by each of the Company's shareholders on the date of registration
must be calculated. The calculation is made on the basis of registrations of
shares made in the register of shareholders and duly evidenced notices to the
Company about any acquisition of shares not yet registered in the register of
shareholders, but received by the Company before the expiry of the date of
registration. To be eligible for entry into the register of shareholders and
inclusion in the calculation, notices of shareholdings must be evidenced by
presentation of documentation from the shareholder's account-holding
institution or other similar documentation which must not be more than two
weeks old. Such evidence must have been received by the Company before the
expiry of the date of registration. 



9.5                Instead of voting at the actual general meeting,
shareholders may choose to vote by post, i.e. vote in writing before the
holding of the general meeting. Shareholders who choose to vote by post must
send their postal vote to the Company so that the postal vote has been received
by the Company not later than the day before the holding of the general
meeting. A postal vote received by the Company cannot be revoked. 



9.6                General meetings of the Company are open to the press.



9.7                At the general meeting, each share amount of nominally DKK
0.10 entitles the holder to one vote. 



9.8                Shareholders are entitled to attend the general meeting by
proxy on presentation of a written and dated instrument of proxy. No time
restrictions or other restrictions apply to instruments of proxy, other than to
instruments of proxy issued to the Company Management, which cannot be issued
for longer than 12 months and can only be issued for a specific general meeting
with an agenda known in advance. 



9.9                An instrument of proxy may be revoked in writing by the
appointing shareholder at any time. 



9.10             The shareholder or the proxy may attend the general meeting
together with an adviser. 



9.11             Resolutions at general meetings shall be passed by a simple
majority of votes, unless unanimity or a special qualified majority is required
by the Danish Companies Act. 



10                Chairman and minutes of the general meeting



10.1             General meetings are presided over by a chairman appointed by
the Board of Directors. The chairman of the general meeting shall decide all
issues concerning the transaction of business, including procedures, the
casting of votes and the result of the voting. 



10.2             Minutes shall be kept of the business transacted and
resolutions passed at the general meeting. This minute book shall be signed by
the chairman and will in any matter be the proving evidence. 



10.3             Not later than two weeks after the holding of the general
meeting, the minute book or a certified copy thereof must be made available to
the Company's shareholders. 



11                Board of Directors



11.1             The members of the Board of Directors are elected by the
general meeting, except for those employee representatives elected pursuant to
the provisions of the Danish Companies Act on employee representation. 



11.2             The number of board members elected by the general meeting
shall be 3-8. The board members are elected for one year at a time. Retired
board members are eligible for re-election. 



11.3             The Board of Directors is responsible for the overall
management of the Company. 



11.4             The Board of Directors shall elect a chairman, who will
conduct proceedings, and a deputy chairman from among its members. The chairman
will convene the board meetings as often as he might find necessary or when
demanded by a board member, an execu­tive or the Company's auditor appointed by
the general meeting. In the absence of the chairman, his rights and obligations
will be taken over by the deputy chairman. 



11.5             The Board of Directors shall form a quorum when more than half
of the board members, including the chairman and/or deputy chairman are
represented. The resolution shall be made by simple voting majority. In the
case of equality of votes, the chairman shall have the casting vote. In his
absence, the deputy chairman shall have the casting vote. 



11.6             Minutes shall be kept of the business transacted at board
meetings and shall be signed by all board members present. 



11.7             The Board of Directors shall lay down rules of procedure for
the performance of its duties. 



12                Executive Board



12.1             The Board of Directors shall employ an executive team
consisting of 1-3 members. 



12.2             The Board of Directors will decide the terms for the executive
team's employment and their authority. An executive will be employed as chief
executive officer. 



12.3             The executive team shall be in charge of the day-to-day
running of the Company and shall be obliged to follow the guidelines and
restrictions specified by the Board of Directors. 



13                Power to bind the Company



13.1             The Company shall be bound by the joint signatures of the
chairman or the deputy chairman of the Board of Directors and a board member or
an executive. 



13.2             The Board of Directors may grant powers of procuration.



14                Financial year and annual report



14.1             The Company's financial year runs from 1 January to 31
December. 



14.2             The annual report shall be prepared with due consideration to
the present values and obligations of the Company, with respect to the
necessary or required depre­ciations and appropriations and according to
accounting standards and legislation. 



15                Auditor



15.1             The annual report is audited by a state-authorised public
accountant appointed by the general meeting. 



15.2             The auditor is appointed for one year at a time.
Re-appointment is possible. 



16                Authorisation to distribute extraordinary dividend



16.1             Pursuant to section 109a of the former Danish Public Limited
Companies Act (now sections 182 and 183 of the Danish Companies Act), the Board
of Directors is authorised to decide to pay extraor­dinary dividend under the
rules of the Danish Companies Act (previously the rules of the Danish Public
Limited Companies Act). 



                                      - 0 -



As adopted at the annual general meeting held on 23 April 2013.
News Source: NASDAQ OMX


End of Corporate News

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Language:    English                 
Company:     Nordic Shipholding A/S  
 
 
             Denmark                 
ISIN:        DK0060083996            
 
 
End of News    DGAP News-Service  
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245734 19.12.2013