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Class A & B shares
There are no plans at present to change the allocation of Class A and Class B shares. The following may be said about this matter:
The DLH-Fonden, which is the major shareholder of the Company and which holds all the Class A shares, was formed in 1971 by Knud Dalhoff Larsen and Frees Horneman when Dalhoff Larsen & Horneman was converted into a limited liability company.
In the preamble to the charter the promoters state, among other things:
"It is of vital importance to us that the Foundation, in its capacity of permanent holder of capital, promotes and supports the financial basis of the continued operations and development of the Company."
The charter contains no provisions to the effect that the Foundation must retain a controlling interest in its capacity as shareholder.
During the expansion in 1994 the board of directors of the Foundation thus made possible the merger of the DLH Group and Walter Jessen & Co. A/S by waiving its pre-emption rights to the Class A shares.
During the share issue to finance the take-over of EAC Timber in 2000 the Foundation likewise waived the pre-emption right to subscribe to Class A shares vested in it by the Articles of Association. In this connection the DLH-Fonden stated: "As long as the Foundation has a controlling interest, the Foundation will generally not stand in the way of the progress of the Company."
In accordance with the Articles of Association, Class B shares take precedence over Class A shares in the distribution of dividend since Class B shares carry a right to dividend at the rate of 6% prior to any dividend distribution to holders of Class A shares.
In connection with the capital increase in 2000 the DLH-Fonden gave their promise that holders of Class A shares would at most take a premium of 25% compared to holders of Class B shares in the case of a future sale of the DLH Group.
Against this background the Company must assume that the DLH-Fonden would make it a prior condition of a potential future amalgamation of share classes that it takes place in connection with such structural changes as the DLH-Fonden may deem vital to the Company's future operations and development.