TRANSLATION By email to: (jens@dueolsen.dk) The Board of Directors of Auriga Industries A/S Attn.: Chairman of the Board of Directors Jens Peter Due Olsen REQUEST FOR INCLUSION OF AN ITEM ON THE AGENDA OF THE ANNUAL GENERAL MEETING OF AURIGA INDUSTRIES A/S ON 30 APRIL 2015 On behalf of the Aarhus University Research Foundation, I hereby request the Board of Directors of Auriga Industries A/S to put the following item on the agenda of the annual general meeting of Auriga Industries A/S, which is to be held on 30 April 2015: It is proposed that the company without being legally obliged to do so donates DKK 125m for the establishment of a commercial foundation, in accordance with the attached draft articles of association, named Auriga Fonden with the purpose to distribute funds to support the clean-up of ground pollution and similar nature preservation activities within the geographical area of the municipality of Lemvig. The Aarhus University Research Foundation proposes that the company, out of the net proceeds from the sale of the shares in Cheminova A/S, makes a donation of DKK 125m for the establishment of a commercial foundation by the name of Auriga Fonden (the Auriga Foundation ). The Foundation is established by the company submitting a deed of gift donating an amount of DKK 125m to the Auriga Foundation. It is proposed that the Auriga Foundation be established in accordance with the attached draft articles of association for the Auriga Foundation with the objects of supporting the decontamination of soil contamination and similar nature preservation measures in the geographical area of the municipality of Lemvig. It is proposed that the company prior to establishing the Auriga Foundation establishes a subsidiary with a share capital of DKK 500,000 and with an equity capital of DKK 10m, the objects of which will be to development and sell knowhow in the field of decontamination of soil contamination and similar nature preservation measures as well as to provide advice in relation to such projects.
The company s donation to the Auriga Foundation will consist of a contribution of DKK 10m in the form of the shares in the new subsidiary, which in connection with the establishment of the Auriga Foundation will become a subsidiary of the Auriga Foundation, and a cash contribution of DKK 115m. Out of the total donation, DKK 10m are contributed as the Auriga Foundation s base capital, while DKK 115m are contributed with the object of being distributed in accordance with the objects of the Auriga Foundation. It is proposed that the Board of Directors of the Auriga Foundation distribute the Auriga Foundation s free capital by granting donations or loans to private individuals, undertakings or public authorities (e.g. municipalities or regions), which in the discretion of the Board of Directors promote or support charitable or non-profit projects that fall under the objects of the Auriga Foundation. If donations are granted to public authorities it is initially assumed that the public authority in question contributes a corresponding amount to the project. It is the opinion of the Aarhus University Research Foundation that a donation in the amount of DKK 125m is both necessary and sufficient to fulfil the Auriga Foundation s activities and donation objects. The Auriga Foundation s first Board of Directors will be appointed by the company for a period of 2 years. Subsequently, new members to the Board of Directors will be proposed to be elected for a period of 4 years at a time in the following manner: a) 1 member is appointed by the municipality of Lemvig following the recommendation of the Auriga Foundation s Board of Directors. b) 2 members are appointed by a research institution relevant to the objects of the Foundation following the recommendation of the Auriga Foundation s Board of Directors. The research institution in question is chosen by Auriga Industries A/S in connection with the establishment of the Auriga Foundation (and the name of the research institution will be inserted in the articles of association). c) 2 members are appointed by the Auriga Foundation s Board of Directors, whereby the Board of Directors in appointing these 2 members must ensure that the Board of Directors is composed of persons, who possess the relevant professional knowledge and experience within the areas, which the Auriga Foundation is supposed to be supporting. The proposal from Aarhus University Research Foundation is made based on the wish that the company will contribute to the preservation of nature in the municipality of Lemvig, where the operation of Cheminova A/S over the years has had a negative effect, and the proposal is thus a natural extension of the strategic targets for environmental responsibility that have been part of the company and Cheminova A/S for a number of years. Aarhus University Research Foundation requests that the proposal is voted on in pursuance of section 107(2) of the Danish Companies Act. ---oo0oo--- Should the above proposal give rise to any queries, we are at your disposal.
Yours sincerely Kromann Reumert Jacob Møller ENCLOSURE Appendix 1 Draft articles of association of the Auriga Foundation.
TRANSLATION Articles of association For Auriga Fonden CVR number
Articles of association 1. NAME 1.1 The name of the foundation is Auriga Fonden. 2. FOUNDER 2.1 The foundation is founded by Auriga Industries A/S by a deed of gift dated [date] 2015 to the foundation. 3. REGISTERED OFFICE 3.1 The foundation s registered office (head office) is in the municipality of Lemvig. 4. ACTIVITES AND OBJECT OF THE FOUNDATION 4.1 The foundation is an independant, commercial institution with the object to ensure and encourage the objects mentioned in clause 4.2. The object of the foundation includes carrying out activities within decontamination of soil contamination and holding shares in the subsidiary [company name]. 4.2 The foundation must support the following objects: 1. Decontamination of soil contamination and similar decontamintation objectives within the geographical area of the municipality of Lemvig, including decontamination of Groyne 42 by Harboøre Tange. 2. Projects primarily directed at decontamination of particularly exposed areas within the geographical area of the municipality of Lemvig, for example due to a location close to sensitive natural resorts or due to an obvious risk of dispersal or leakage. 3. Protection of the natural environment and nature conservation within the geographical area of the municipality of Lemvig. 4.3 At the discretion of the board of directors, support can be given in the form of donations or loans to individual persons, companies or public authorities (for example municipalities or regions), who encourage or consider charitable projects or projects for the public good within the objects mentioned in clause 4.2. If donations is given to public authorities, it is a necessary prerequisite that the public authority itself contributes an equivalent amount to the specific purpose, unless the foundation finds that special circumstances exist. 4.4 No special rights or advantages has been ascribed to the founder. 1
4.5 Nobody has any legal claim on support from the foundation. The board of directors itself decides whether distribution to the objects specified in these articles of associations will take place without or with application. 5. THE FOUNDATION S CAPITAL 5.1 At establishment, the initial capital of the foundation is DKK 10,000,000. The amount is fully paid in cash by the founder, cf. clause 2.1. The deed of gift with appendix is enclosed as an appendix to these articles of association. 5.2 The board of directors makes distributions of the amounts specified in clause 5.3 to the objects mentioned in clause 4.2, cf. clause 4.3. However, the board of directors may make reasonable appropriations to consolidate the foundation. The board of directors must decide whether the amount will be transferred to the foundation capital. 5.3 Amount specified in the latest approved annual report as retained earnings and reserves with deduction of retained deficits may be used for distributions. Furthermore distributed amounts may be other funds which according to the leglisation on commercial foundations can be distributed. The following cannot be used: 1. Reserves for revaluation according to the equity method. 2. All additional reserves for revaluation or upward adjustments. 3. Reserves tied up according to these articles of associations. 6. THE FOUNDATION S BOARD OF DIRECTORS 6.1 The foundation is managed by a board of directors consisting of 5 members. The board of directors may hire an executive board, cf. clause 6.9. 6.2 The foundation s first board of directors is appointed by the founder in connection with the establishment for a period of 2 years. Later appointments will take place for a period of 4 years at a time. Reappointment may take place, as a board member, however, as a maximum may be appointed twice. 6.3 New members of the board of directors are appointed as follows: a) 1 member is appointed by the municipality of Lemvig following the recommendation of the foundation s board of directors. b) 2 members are appointed by [the name of a relevant research institution according to the object of the foundation to be inserted by the founder in connection with establishment of the foundation] following the recommendation of the foundation s board of directors. c) 2 members are appointed by the board of directors, whereby the Board of Directors in appointing these 2 members must ensure that the Board of Directors is composed of persons, who possess the relevant professional knowledge and experience 2
within the areas, which the Auriga Foundation is supposed to be supporting, cf. clause 4.2. 6.4 The board of directors will lay down its own rules of procedure for performance of its duties and exercise of its powers. 6.5 The board of directors elects a chairman for 2 years at a time among its members. An executive cannot be appointed as chairman without permission of the foundation authority. 6.6 The board of directors forms a quorum when 3 board members, including the chairman, are present. For the board of directors to pass a resolution, the vote of a simple majority of the members of the board of directors present is required, unless otherwise prescribed in these articles of associations. In case of a parity of votes, the chairman shall not hold the casting vote. 6.7 The foundation pays expenses of the members of the board of directors in connection with their tasks, including mileage allowance in accordance with the state s rates. 6.8 The board of directors cannot ascribe to the founder, board members, auditors, executives or other persons holding a managing position within the foundation, any other payments than remuneration, which cannot exceed whats is deemed to be reasonable in relation to the nature of the tasks and scope of the work. The same applies to he who is related to one of the mentiond persons by marriage or cohabitation. Granting of a loan or providing of security to the mentioned group of people is not permitted. 6.9 The board of directors is in charge of the overall and strategic management and proper organisation of the foundation s acitivites. If the board of directors has appointed an executive board, both the board of directors and the executive board are in charge of management. 6.10 The executive board is in charge of the day-to-day management of the foundation and must follow guidelines and directions issued by the board of directors. 6.11 Powers of procuration may only be granted by the board of directors. 7. FOUNDATION MEETINGS 7.1 The board of directors must hold an ordinary foundation meeting (annual account meeting) at the registered office of the foundation. The annual account meeting must be held every year in time for the approved annual report to be received by the Danish Business Authority within 5 months after expiry of the financial year. 7.2 The agenda of the annual account meeting must include the following: 1. The board of directors oral report on the foundation s activities in the past financial year 3
2. Adoption of the audited annual report 3. A resolution to distribute the profit according to clauses 5.2 and 5.3 in the articles of association or to cover the loss according to the adopted annual report 4. The board of directors report on its position in relation to the recommendations on corporate governance of commercial foundations 5. Recommendation concerning appointment of new members of the board of directors, if any 6. Election of chairman for the board of directors if any 7. Election of auditor 8. Any other business 7.3 The auditor attends the annual account meeting, unless all members of the board of directors agree that attendance of the auditor is not required, and the auditor concurs. 7.4 An extraordinary foundation meeting is held when deemed necessary and at the request of a board member or an executive. The chairman convenes the board of directors with at least 8 days written notice. 7.5 Distributions from the foundation can only be decided by the board of directors at a board meeting. 8. POWERS TO BIND 8.1 The foundation is bound by legal transactions entered into on behalf of the foundation by the chairman and the managing director, by the chairman and another board member or by the board of directors. 9. MINUTE BOOK 9.1 The board of directors is responsible for keeping minutes of the proceedings. In this minute book, information on which persons or institutions that have been assigned a grant, the reasoning and other messages and information, considered to have importance for the future administration of the foundation, must be included. The minute book is signed by all members of the board of directors. A member of the board of directors or an executive who does not agree with the board of directors decision has the right to have his opinion added to the minute book. The board of directors must ensure that the minute book is kept securely. 10. FINANCIAL YEAR, ANNUAL REPORT 10.1 The financial year of the foundation shall be the calendar year. The first financial year runs from the establishment until 31 December 2015. 4
10.2 The annual report must give a fair presentation of the foundation and, if consolidated financial statements have been prepared, the group s assets and liabilities, financial position and result. 11. AMENDMENTS OF THE ARTICLES OF ASSOCIATION, MERGER, DISSOLUTION AND EXTRAORDINARY ARRANGEMENTS 11.1 Amendment of the foundation s articles of association, including the object of the foundation, must be passed by at least 2/3 of the votes cast by members of the board of directors and approval in accordance with the Danish act on commercial foundations. It can be decided that the foundation shall merge with other commercial foundations or by the acquisition of a subsidiary, which is a public or a private limited company, or that the foundation is dissolved. 11.2 The board of directors may only with the approval of the foundation authority make or contribute to make extraordinary arrangements, which may entail a risk that the articles of association cannot be complied with or that the foundation cannot exist. 5
APPENDIX: Deed of gift dated [date] 2015 with valuation report regarding contributed/acquired values Aarhus, [date] 2015 In the board of directors: 6