Listing at VP Securities Services
In 2006, Danfoss A/S shares were registered with VP Securities Services (VP). This registration is due to the fact that the frozen employee shares sold in 2001 were released on January 1, 2007. With the shares no longer frozen, shareholders can freely move the shares from their current depository at Danske Bank to a depository at another bank. After the release, registration at VP is therefore the only practical way for Danfoss to follow any movement in the shares and so be aware of which depositories the shares are kept in. Following VP listing, shares in Danfoss A/S are covered by the regulations that apply to shares listed at VP (these regulations can be found on VP’s website: www.vp.dk).
In order for the shares to be registered at VP, there must be no limitations on the realisation of the shares – in other words the shares may be freely traded. As the Danfoss A/S Articles of Association contained various limitations on
the realisation of shares, these have now been removed from the Articles of Association. For shareholders this means that the shares may now be freely sold, including to parties other than the Bitten and Mads Clausen Foundation.
Changes to the Articles of Association also mean that the clause concerning the preemptive rights to shares of the Bitten and Mads Clausen Foundation has been removed. This also applies to the duty of purchase incumbent on Danfoss A/S, if the foundation does not wish to buy back shares. However, the Bitten and Mads Clausen Foundation will be willing, as before, to buy shares in Danfoss A/S at the current price. This price is set once a year at the Annual General Meeting. To ensure that Danfoss A/S will continue to be owned by the Clausen family and the Bitten and Mads Clausen Foundation in the future, the major shareholders have mutually entered into a shareholder agreement.