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Articles of association and general meeting

Articles of Association - General Assembly - Board of Directors

Articles of Association for Ærø Whisky A/S

Name and Purpose of the Company § 1 The name of the Company is Ærø Whisky A/S

§ 2 The company’s purpose is the production and sale of whisky and other alcohol, if possible with raw materials from Ærø, and to engage in cultural dissemination.

Company Capital

§ 3a. Authorization for capital increase. The Board of Directors is authorized to increase the share capital on one or more occasions by up to DKK 7 million by cash payment. The new shares must have the same rights as the previously issued shares. The new shares must also be negotiable instruments and must be registered. The authorization expires on 31.12 2024.

§ 3b. The company’s share capital is nom. DKK 4,905,100. The share capital is divided into shares of DKK 100.00 and multiples thereof.


§ Section 4 Any share transfer requires the seller to inform the management of the future owner’s data for the register of shareholders. A copy of the sales contract must also be sent to management. The board of directors draws up a set of rules that structure terms, work & fees in connection with transfers.

The company’s Annual General Meeting

§ 5 The General Assembly is the highest authority in all matters of the company.

§ 6 The Annual General Meeting shall be held in sufficient time for the approved annual report to be submitted in accordance with the provisions of the Articles of Association. the rules in the Danish Financial Statements Act. The Annual General Meeting is convened by email no later than 1 month before it is held. It can also be advertised on the company’s Facebook page and website. Items to be included on the agenda must be received by the Executive Board no later than 2 weeks before the general meeting. The annual report is sent out via email no later than 1 week before the general meeting. An extraordinary general meeting must be held no later than 4 weeks after the board or 30% of all votes have demanded it. The general meeting elects a chairman who leads the general meeting.

§ Section 7 The agenda for the Annual General Meeting shall at least include: 1. Election of chairman. 2. The management report. 3. Presentation of the annual report with annual report for approval. 4. Resolution on the appropriation of profits or covering of losses in accordance with the approved annual report. 5. Election of members to the Board of Directors. 6. Anything else.

Company Management

§ 8 The company is managed by a board of directors of 5 members elected at the annual general meeting. These are each elected for 2 years at a time at the annual general meeting. The board constitutes itself. Every year, the Board of Directors proposes the composition of the Board of Directors for the coming year to the Annual General Meeting.

The company’s subscription rule

§ Section 9 The company shall be represented by a director or the chairman and one other board member jointly.

Voting rules

§ 10 Each share of DKK 100 nominal value gives 1 vote at the general meeting. Votes are decided by a simple majority of votes. Changes to the articles of association require a 2/3 majority.

Accounting and Auditing

§ 11 The company’s financial year runs from January 1 to December 31.

Special benefits for shareholders

§ Article 12 Special benefits apply to all shareholders. Shareholders can purchase the company’s regular 500 ml bottles at a 20% discount. These bottles must be purchased in the webshop or during the distillery’s normal opening hours.


§ Article 13 – 13.1 The Company and the shareholders may use electronic document exchange and electronic mail in their communication with each other.

§ 13.2 Notice of general meetings, including agenda, proposed resolutions, annual report and other documents; registration for general meetings; minutes of general meetings; register of shareholders and other general and individual information may be communicated electronically.

§ 13.3 Communication between the company and the shareholders shall take place via the electronic addresses they have provided to each other. 13.4 Information about the requirements for the systems used and the procedure for electronic communication can be obtained from the company. As adopted at the

As adjusted at the Annual General Meeting May 2022


Annual General Meeting 2022

Ærø Whisky`s Annual General Meeting has been held. Excerpts in bullet points:

– Profit before tax DKK 526,473

– Equity of DKK 2.67 million.

– Management considers the year 2021 to be satisfactory.

– Board elections, see the bottom of the page here.

Annual General Meeting 2021

Ærø Whisky`s Annual General Meeting has been held. Excerpts in bullet points:

– Loss after tax DKK 351,920

– Equity of DKK 2.1 million.

– Management considers the year 2020 to be satisfactory.

– Board elections, see the bottom of the page here.

Annual General Meeting 2020

Ærø whisky’s annual general meeting has been held. Excerpts in bullet points:

– Loss after tax DKK 154,827

– Equity DKK 2.5 million.

– Management considers the year 2019 as satisfactory

– Board elections: See bottom of this page

Annual General Meeting 2019

Ærø whisky’s annual general meeting has been held. Excerpts in bullet points:

– Profit after tax DKK 19,098

– Equity 1.9 million DKK.

– Management considers the year 2018 to be very satisfactory

– The board of directors re-elected

– The company is changed to Aktieselskab

Annual General Meeting 2018

Ærø whisky’s annual general meeting has been held. Excerpts in bullet points:

– Profit after tax DKK 79,787

– Management assesses the year 2017 as very satisfactory

– The board of directors re-elected

– Decision on capital increase according to the presented development/business plan.

– Capital increase completed as of 15/6-2018

– New registered share capital is DKK 2,069,000

Annual General Meeting 2017

Ærø whisky’s annual general meeting has been held. Excerpts in bullet points:

– 53 people showed up. Of which 55% from Jutland / Funen / Zealand.

– Excerpt from the management report

– Distillery established on time & on budget.

– Production almost double the budgeted amount.

– Liquidity & financial situation satisfactory.

– Rapidly growing equity.

– Satisfactory result for the year.

– Batch 1 sold out from the distillery.

Annual General Meeting 2016

Ærø whisky`s annual general meeting was held on 05-02-2016. Excerpts in bullet points:

– Start of production in Vaskehuset in the old Købmandsgaard. 13. May 2016

– Production target 2016: 2000 Bottles

– The approved annual report shows a profit of DKK 80,442.00 after tax.
– We consider the result satisfactory and expected, based on a small production / inventory build-up.

– Articles of association adjusted as proposed.


Chairman of the Board:

Thomas Fischer, Zealand.
Cand merc.
CEO, Valcon A/S

Vice President:
Klaus Fynsk Norup, Ærø.
Cand. scient
Lecturer in Business Administration

Poul Skadhede, Zealand.
Cand merc.
Group CEO, Valcon International.

Kåre Groes, Zealand.
Civil engineer. PhD in Innovation.

Michael Nielsen, Ærø.
Shipmaster – Lead Auditor ISO 9001 / ISO 14001

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