Articles of Association

1. Name, registered office and founder

1.1 The name of the fund is FONDEN SOL OG STRAND HOLIDAY HOME RENTAL BY MARGIT AND KJELD. The fund's secondary name is: Fonden Sol og Strand by Margit and Kjeld.

1.2 The fund is a commercial foundation and is registered as such with the Danish Business Authority.

1.3 The fund's registered office is in Jammerbugt Municipality.

1.4 The fund was established by Margit and Kjeld Andersen.

 

2. Purpose

2.1 The purpose of the fund regarding the placement of the fund's assets:

2.1.1 To own shares in Sol og Strand Holiday Home Rental A/S, CVR. 10658446, possibly through a company controlled by the fund.

2.1.2 To ensure progress, development, and operation of the fund's holiday home rental company and to continuously secure the financial foundation of this company or companies.

2.1.3 To manage the fund's other assets through investments in securities and possibly real estate, and regarding real estate, to rent it out.

2.2 The purpose of the fund regarding distributions:

2.2.1 To support charitable purposes primarily in social areas, particularly in relation to humanitarian and/or social economic work. Other charitable purposes may also be supported, including in cultural areas.

2.3 The purposes may be promoted in any way that the board considers appropriate.

 

3. Capital

3.1 The capital amounts to DKK 61,708,006. Of this, DKK 500,000 was paid in cash in connection with the establishment of the fund in March 2019, and DKK 61,208,006 has subsequently been donated to the fund in the form of shares in Sol og Strand Holiday Home Rental A/S.

3.2 The fund does not take over any other assets in connection with its establishment.

 

4. The relationship with the founder

4.1 The founder has not been granted any special rights or advantages in connection with the foundation.

4.2 The foundation's assets cannot at any time revert to the founder.

 

5. The Board

5.1 The foundation is managed by a self-perpetuating board of 3-5 members.

5.2 The founder, their spouse, or individuals related to the aforementioned by blood or marriage cannot constitute the majority of the board.

5.3 Each member of the board must at all times meet the applicable conditions for membership of the board in foundations. If a board member no longer meets these conditions, they are considered to have resigned from the board.

5.4 The following individuals are appointed to the foundation's first board:

1. The founder, Kjeld Andersen

2. The founder, Margit Andersen

3. Lawyer Jens Stadum (chairman)

4. Director Per Dam Jensen

5. Director Sisse Fisker

5.5 All board members are appointed in such a way that it is ensured that the appointees have the greatest possible commercial insight, including ensuring that financial, legal, and business/commercial matters are adequately covered.

The appointing authorities should seek to appoint candidates who are independent candidates believed to have the special skills and qualifications that should be included in the foundation's board.

In the composition and nomination of new board members, consideration is given to the need for renewal — balanced with the need for continuity — and to the need for diversity in relation to, among other things, business and distribution experience, age, and gender.

5.6 The board must at all times consist of one or more independent members, so that the foundation has an independent management in relation to the founder and also the operating company. If the board consists of 3 members, at least 1 of these must be independent members, and if the board consists of 5 members, at least 2 of these must be independent members.

5.7 The members of the board are appointed for a period of 2 years, after which reappointment may take place for a 5-year period. However, reappointment can only occur 2 times. The appointment period expires immediately after the annual financial meeting. However, the principle of reappointment does not apply to Margit Andersen, who, as the founder of the foundation, is an irremovable member of the foundation's board.

5.8 A board member may resign from the board at any time. Resignation occurs at the end of the board member's term, cf. section 5.7.

A board member must also resign from the foundation's board in the situations mentioned in sections 44 and 45 of the foundation law.

5.9 Immediately following the annual financial statement meeting, the new board will hold a meeting where the members will elect a chairperson for the board.

5.10 The board may also appoint a vice-chairperson for the board.

– The founders of the foundation, Kjeld and Margit Andersen, cannot be elected as either chairperson or vice-chairperson of the board.

5.11 The chairperson convenes board meetings. The board holds meetings as needed. A board member, a potential director, or auditor may request that the board be convened.

5.12 The board is quorate when more than half of the members are present. The board makes decisions by simple majority vote. In the event of a tie, the chairperson's vote is decisive.

5.13 The board keeps a protocol of its proceedings. The protocol is signed by all present members. A member who disagrees with the board's decision has the right to have their opinion recorded in the protocol.

5.14 The board must prepare a set of rules that further specifies the execution of the board's tasks.

 

6. Director

6.1 The board may hire a director, who will then be responsible for the daily management of Fonden Sol og Strand. The director must follow the guidelines and instructions set by the board.

6.2 The director has the right to be present and speak at board meetings, but the director does not have voting rights at board meetings. The board may make other provisions regarding the director's participation in board meetings in specific cases.

 

7. Annual Financial Statement Meeting

7.1 Fonden Sol og Strand holds a special board meeting (annual financial statement meeting) each year before May 31, where the board approves the foundation's annual report for the most recent financial year.

7.2 The meeting is held in the foundation's home municipality or another location in Denmark as determined by the board.

7.3 The agenda for the annual financial statement meeting must include the following:

7.3.1 Information about the most recent financial year by the chairperson

7.3.2 Approval of the foundation's annual report

7.3.3 Decision on the use of surplus for the consolidation of the foundation or distributions according to the bylaws, or covering deficits according to the approved annual report.

7.3.4 Appointment/election of new members to the board or reappointment, as well as information about newly appointed members

7.3.5 Determination of any remuneration for the board for the past year

7.3.6 Election of auditor

 

8. Placement of assets

8.1 It is the responsibility of the board to ensure that the Foundation's assets are at all times placed in accordance with point 2 and in a prudent and secure manner, taking into account both safety and the possibility of achieving a satisfactory return.

8.2 The board may decide that the Foundation's ownership stake in Sol og Strand Feriehusudlejning A/S, or a part thereof, including companies that may be associated with it, can be transferred, including exchanged as part of a merger or other corporate restructuring, if it is the board's assessment that such a disposition is of significant importance for the continued existence and/or development of the operational business or the group. Such a disposition requires unanimity in the board as well as consent from the Foundation Authority.

 

9. Use of surplus

9.1 In accordance with the purpose provision in point 2, the board makes decisions regarding the use of the Foundation's free funds. The Foundation's board can, within the specified purpose provision, decide which projects and thus which parts of the purpose will be supported with each distribution.

9.2 The Foundation's distributions shall primarily aim to provide financial assistance for charitable, humanitarian and/or socially economic work, preferably within organizations, associations, well-run residences, etc.:
– that work to improve the conditions for young Danish citizens with mental illnesses living in Denmark — and especially in Northern Jutland

– that work to combat Parkinson's disease

– that work to improve the conditions for sick children and adults living in Denmark and promote healthy sports

– such as the Danish Cancer Society

– such as Doctors Without Borders

– such as orphanages in developing countries, including specifically support for those orphanages that have previously shown good results from Danish-supported work

– or with similar charitable, humanitarian and/or socially economic purposes, including participation in or supporting local projects.

Furthermore, support may be provided to current and former employees of Sol og Strand Feriehusudlejning A/S in cases of severe illness.

Additionally, support may be provided for public charitable cultural purposes.
9.3 The board is free to exercise its discretion regarding the use of the available amounts for distribution, including whether all of the Foundation's free reserves should be distributed in a given year or only a part thereof. In the latter case, the remaining available amounts will be transferred to the following financial year.

9.4 The board may not grant the founder, board members, auditors, directors, or other individuals in leading positions in the Foundation any other benefits or remuneration that may exceed what is considered customary according to the nature of the profession and the extent of the work. The same applies to those who are related to any of the mentioned individuals by marriage or a stable cohabitation relationship.

9.5 The provision of loans and collateral for loans may also not be granted to the group of individuals mentioned in point 9.4.

9.6 The board shall maintain a register of the individuals, organizations, etc., that receive distributions from the Foundation (beneficiary register).

9.6 The board shall maintain a register of the persons, organizations, etc., that receive distributions from Fonden Sol og Strand (beneficiary register).

 

10. Financial Year

10.1 The financial year of the Fonden Sol og Strand runs from January 1 to December 31.

10.2 The first financial year of the Fonden runs from its establishment until December 31, 2019 (the end of the financial year).

 

11. Annual Report and Audit of the Annual Accounts

11.1 The Fonden must prepare an annual report, which is submitted in accordance with the provisions of the Annual Accounts Act.

11.2 The annual report must provide a true and fair view of the Fonden, including the Fonden's assets and liabilities, financial position, and results.

11.3 The annual report is prepared and signed by the board.

11.4 The Fonden's annual accounts must be audited by an approved (state-authorized or registered) auditor. The auditor is appointed by the board for one year at a time at the annual accounts meeting. Reappointment may take place.

 

12. Signing Rule

12.1 The Fonden is represented by the chairman of the board in conjunction with a member of the board or by the entire board.

 

13. Amendment of Bylaws

13.1 An amendment to the bylaws requires that at least 2/3 of the members of the board vote in favor.

13.2 A bylaw amendment (except for capital increases) requires permission from the Foundation Authority and possibly consent from the Civil Affairs Agency.

 

14. Dissolution of the Fonden

14.1 A decision to dissolve the Fonden requires that at least 2/3 of the members of the board vote in favor. In the event of a decision to dissolve the Fonden, the board must recommend a liquidator to the Foundation Authority to oversee the liquidation of the Fonden.

Similarly, this applies to decisions regarding splitting or merging.

14.2 A dissolution of the Fonden requires permission from the Foundation Authority and consent from the Civil Affairs Agency.

14.3 In the event of dissolution, the Fonden's assets must be used in accordance with the provision regarding the use of surplus.

14.4 No part of the Fonden's assets may ever revert to the founder, to a spouse living with the founder, or to the founder's descendants.

14.5 The use of liquidation proceeds must be approved by the Foundation Authority.