Articles of association

1. Name, registered office, and founder

1.1 The name of the fund is FONDEN SOL OG STRAND VED MARGIT OG KJELD. The fund's secondary name is: Fonden Sol og Strand Margit og Kjeld.

1.2 The fund is a commercial fund 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 with regard to the investment of the Fund's assets is:

2.1.1 To own shares in Sol og Strand A/S, CVR no. 10658446, possibly through a company controlled by the Fund.

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

2.1.3 To manage the Fund's other assets by investing in securities and, where appropriate, real estate and, in the case of real estate, leasing it out.

2.2 The purpose of the fund with regard to distributions is:

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

2.3 The objectives may be promoted in any manner deemed appropriate by the board of directors.

 

3. Share capital

3.1 The share capital amounts to DKK 61,708,006. Of this amount, DKK 500,000 was paid in cash in connection with the establishment of the fund in March 2019, and DKK 61,208,006 was subsequently granted to the fund as a gift in the form of capital shares in Sol og Strand A/S.

3.2 The fund shall not acquire any other assets in connection with its establishment.

 

4. Relationship with the founder

4.1 No special rights or advantages have been granted to the founder in connection with the foundation.

4.2 The fund's assets may not at any time be returned to the founder.

 

5. The Board of Directors

5.1 The fund is managed by a self-appointing board of 3-5 members.

5.2 The founder, his or her spouse, or persons related to the aforementioned by kinship or affinity may not constitute a majority of the board of directors.

5.3 Each member of the board of directors must at all times meet the applicable conditions for membership of the board of directors of foundations. If a member of the board of directors no longer meets these conditions, he or she shall be deemed to have resigned from the board of directors.

5.4 The following persons have been appointed to the Fund's first board of directors:

1. The founder, Kjeld Andersen

2. The founder, Margit Andersen

3. Attorney Jens Stadum (chairman)

4. Director Per Dam Jensen

5. Director Sisse Fisker

5.5 All board members are appointed in such a way as to ensure that the appointees have the greatest possible commercial insight, including ensuring that financial, legal, and business/commercial matters are covered as comprehensively as possible.

Those entitled to appoint candidates shall seek to appoint candidates who are independent and who are deemed to have the specific skills and qualifications that should be represented on the Fund's Board of Directors.

When appointing and selecting new board members, consideration is given to the need for renewal — balanced against the need for continuity — and to the need for diversity in terms of, among other things, business and distribution experience, age, and gender.

5.6 The board of directors must at all times consist of one or more independent members so that the Fund has a management that is independent of the founder and the operating company. If the board of directors consists of three members, at least one of these must be independent members, and if the board of directors consists of five members, at least two of these must be independent members.

5.7 The members of the board of directors are appointed for a period of two years, after which they may be reappointed for a five-year period. However, reappointment may only take place twice. The term of appointment expires immediately after the annual general meeting. However, the reappointment principle does not apply to Margit Andersen, who, as the founder of the fund, is a permanent member of the fund's board of directors.

5.8 A board member may resign from the board at any time. Resignation takes effect at the end of the board member's term of office, cf. clause 5.7.

A board member must also resign from the Fund's board of directors in the situations specified in sections 44 and 45 of the Danish Fund Act.

5.9 Immediately following the annual general meeting, the new board of directors shall hold a meeting at which the members shall elect a chairperson for the board of directors from among themselves.

5.10 The Board of Directors may also appoint a Vice-Chair of the Board of Directors.

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

5.11 The chairperson shall convene board meetings. The board shall hold meetings as necessary. A member of the board, any director, or auditor may request that the board be convened.

5.12 The Board of Directors has a quorum when more than half of its members are present. The Board of Directors makes decisions by simple majority vote. In the event of a tie, the chairperson has the casting vote.

5.13 The board keeps minutes of its proceedings. The minutes are signed by all members present. A member who does not agree with the board's decision has the right to have his or her opinion recorded in the minutes.

5.14 The board of directors shall draw up rules of procedure specifying the performance of the board's duties.

 

6. Director

6.1 The Board of Directors may appoint a director who, in that case, shall be responsible for the day-to-day management of the Fund. The director shall follow the guidelines and instructions laid down by the Board of Directors.

6.2 The CEO has the right to attend and speak at board meetings, but does not have voting rights at board meetings. In specific cases, the board may make other decisions regarding the CEO's participation in board meetings.

 

7. Annual financial statements meeting

7.1 The Fund holds a special board meeting (annual accounts meeting) each year before May 31, at which the board approves the Fund's annual report for the most recent financial year.

7.2 The meeting shall be held in the municipality where the Fund is domiciled or at another location in Denmark as determined by the Board of Directors.

7.3 The agenda for the annual accounts meeting shall include the following:

7.3.1 Briefing on the last financial year by the chairperson

7.3.2 Approval of the Fund's annual report

7.3.3 Decision on the use of profits for consolidation of the Fund or distributions in accordance with the Articles of Association, or coverage of deficits in accordance with the approved annual report.

7.3.4 Appointment/election of new members to the Board of Directors or reappointment, and information about newly appointed members

7.3.5 Determination of any remuneration to the Board of Directors for the past year

7.3.6 Selection of auditor

 

8. Placement of assets

8.1 It is the responsibility of the Board of Directors to ensure that the Fund's assets are invested at all times in accordance with section 2 and in a prudent and secure manner, taking into account both security and the possibility of achieving a satisfactory return.

8.2 The Board of Directors may decide that the Fund's ownership interest in Sol og Strand A/S, or part thereof, including any companies that may be affiliated with it, may be transferred, including exchanged as part of a merger or other corporate restructuring, if the Board of Directors assesses that such a transaction is of significant importance to the continued existence and/or development of the operating company or the group. Such a transaction requires unanimity in the Board of Directors and the consent of the Fund Authority.

 

9. Use of profits

9.1 In accordance with the purpose clause in section 2, the board of directors decides on the use of the Fund's unrestricted funds. Within the specified purpose clause, the Fund's board of directors may decide which projects, and thus which parts of the purpose, to support with each individual distribution.

9.2 The Fund's distributions shall primarily be intended to provide financial assistance for charitable,
humanitarian, and/or social economic work, preferably within organizations, associations, well-run residential facilities, etc.:

– working to improve conditions for young Danish citizens with mental illness living in Denmark, particularly in North Jutland

– who work to combat Parkinson's disease

– working to improve conditions for sick children and adults living in Denmark working to promote healthy sports

– such as the Danish Cancer Society

– as Doctors Without Borders

– as Children's Homes in Developing Countries, including special assistance to children's homes that have previously demonstrated good results from Danish-supported work

– or with similar charitable, humanitarian, and/or social economic purposes, including participation in or support for local projects.

In addition, support may be provided to current and former employees of Sol og Strand A/S in cases of serious illness.
Furthermore, support may be provided for charitable cultural purposes.

9.3 The Board of Directors is free to decide on the use of the amounts available for distribution, including whether all or only part of the Fund's free reserves should be distributed in a given year. In the latter case, the remaining available amount will be carried forward to the following financial year.

9.4 The Board of Directors may not grant the founder, members of the Board of Directors, auditors, the director, or other persons holding a leading position in the Fund any other benefits or remuneration that may not exceed what is considered customary for the nature of the profession and the scope of the work. The same applies to anyone who is related to one of the aforementioned persons by marriage or permanent cohabitation.

9.5 Loans and collateral for loans may also not be granted to the persons specified in section 9.4.

9.6 The Board of Directors shall keep a register of the persons, organizations, etc. that receive distributions from the Fund (register of legatees).

 

10. Financial year

10.1 The Fund's financial year runs from January 1 to December 31.

10.2 The Fund's first financial year 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 Fund shall prepare an annual report, which shall be presented in accordance with the provisions of the Danish Financial Statements Act.

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

11.3 The annual report shall be prepared and signed by the Board of Directors.

11.4 The Fund's annual accounts must be audited by an approved (state-authorized or registered) auditor. The auditor is elected by the Board of Directors for one year at a time at the annual accounts meeting. Re-election may take place.

 

12. Subscription rule

12.1 The Fund shall be subscribed by the Chairman of the Board of Directors in conjunction with a member of the Board of Directors or by the entire Board of Directors.

 

13. Amendment of the Articles of Association

13.1 Amendments to the Articles of Association require the approval of at least two-thirds of the members of the Board of Directors.

13.2 Any amendment to the Articles of Association (except for capital increases) requires the approval of the Danish Financial Supervisory Authority and, where applicable, the consent of the Civil Administration.

 

14. Dissolution of the Fund

14.1 A decision to dissolve the Fund requires at least two-thirds of the members of the Board of Directors to vote in favor. In the event of a decision to dissolve the Fund, the Board of Directors shall recommend a liquidator to the Fund Authority to conduct the liquidation of the Fund.

The same applies to decisions on demergers or mergers.

14.2 Dissolution of the Fund requires the permission of the Fund Authority and the consent of the Civil Administration.

14.3 In the event of dissolution, the Fund's assets shall be used in accordance with the provision on the use of surplus.

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

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