Articles of association for Ærø Whisky A/S

Company Name and Purpose

§ 1
The company name is Ærø Whisky A / S

§ 2
The company's purpose is the production and sale of whisky & other alcohol, if possible with raw materials from Ærø, as well as promoting culture.

The company's capital

§3a.
Authorization for capital increase.
Expired after the authorization has been used.


§3b.
The company's share capital is nom. DKK 7.000.000. The share capital is divided into shares of DKK 100,00 and multiples thereof.
Transfer


§ 4
Any transfer of shares requires the seller to inform the management about the future owner's data for the owner's book. A copy of the sales closing note must also be sent to the management.
The board draws up rules that structure conditions, work & fees in connection with transfers.
The company's General Assembly


§ 5
The general meeting is the highest authority in all the company's affairs.


§ 6
The ordinary general meeting must be held in good time so that the approved annual report can be submitted in accordance with the rules in the Annual Accounts Act.
The ordinary general meeting is convened via e-mail, no later than 1 month before it is held. It can also be advertised on the company's Facebook page and website.
Items that are to be included on the agenda must reach the executive board no later than 2 weeks before the general meeting.
The annual report is sent out via e-mail 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 requested it.
The general meeting elects a director who leads the general meeting.


§ 7
The agenda for the ordinary general meeting must include at least:


1.
Selection of conductor.

2.
Management's report.

3.
Submission of annual report with annual report for approval.

4.
Decision on the use of profits or coverage of deficits in accordance with the approved annual report.

5.
Election of members to the Board of Directors.

6.
Possibly.
The company's management


§ 8
The company is managed by a board of 5 members who are elected at the ordinary general meeting. These are each elected for 2 years at the ordinary general meeting. The board constitutes itself. The board of directors proposes to the general meeting each year the composition of the board for the coming year.


The company's drawing rule

§ 9
The company is underwritten by a director or the chairman and another board member jointly.


Voting rules


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


Accounting and Auditing


§ 11
The company's financial year runs from 1 January – 31 December.
Special benefits for shareholders


§ 12
Special benefits apply to all shareholders. Shareholders can buy the company's ordinary 500 ml bottles with a 20% discount. These bottles must be purchased in the webshop or during the distillery's normal opening hours.


Communication

§ 13

13.1
The company and the shareholders can use electronic document exchange and electronic mail in their communication with each other.


13.2
Notice of general meeting, including agenda, proposed resolutions, annual report and other documents; registration for general meeting; minutes of the general meeting; Owner's book and other general and individual information can be communicated electronically.


13.3
Communication between the company and shareholders takes place via the electronic addresses that they have provided to each other.


13.4
Information about the requirements for the systems used and about the procedure in connection with electronic communication can be obtained by contacting the company. Thus adopted at the ordinary general meeting on 21 May 2022 and at the board meeting on 5 May 2024 as far as the size of the share capital is concerned.

GENERAL MEETINGS 2016-2023

General Assembly 2023

Ærø Whisky's Ordinary General Meeting has ended. Excerpt in point form:

– Loss before tax DKK 532.254

– Equity DKK 4.81 million

- The management assesses the year 2023 as not satisfactory.

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

General Assembly 2022

Ærø Whisky's Ordinary General Meeting has ended. Excerpt in point form:

– Profit before tax DKK 526.473

– Equity DKK 2.67 million

- The management assesses the year 2021 as satisfactory.

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

 

 General Assembly 2021 

Ærø Whisky's Ordinary General Meeting has ended. Excerpt in point form:

– Loss after tax DKK 351.920

– Equity DKK 2.1 million

- The management assesses the year 2020 as satisfactory.

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

 

General Assembly 2020

Ærø whisky's ordinary general meeting has ended. Excerpt in point form:

– Loss after tax DKK 154.827

– The equity 2.5 million DKK

- The management assesses the year 2019 as satisfactory

– Board elections: See the bottom of this page

 

General Assembly 2019

Ærø whisky's ordinary general meeting has ended. Excerpt in point form:

– Profit after tax DKK 19.098

– The equity 1.9 million DKK

- The management assesses the year 2018 as very satisfactory

– The board re-elected

– The company is changed to Ltd.

 

General Assembly 2018

Ærø whisky's ordinary general meeting has ended. Excerpt in point form:

– Profit after tax DKK 79.787

- The management assesses the year 2017 as very satisfactory

– The board re-elected

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

– Capital expansion carried out as of 15/6-2018

– New registered share capital is DKK 2.069.000

 

General Assembly 2017

Ærø whisky's ordinary general meeting has ended. Excerpt in point form:

- 53 people had turned up. Of this, 55% from Jutland / Funen / Zealand.

– Excerpt from the management report –

– Distillery established to set time & budget.

- The production is almost twice the budgeted amount.

– Liquidity & financial situation satisfactory.

– Strongly growing equity.

– The year's result satisfactory.

– Batch 1 sold out from the distillery.

 

General Assembly 2016

Ærø whisky's ordinary general meeting has been held on 05-02-2016. Excerpt in point form:

– Start of production in the Laundry House 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 to be satisfactory and expected, based on a small production / build-up of stock.

– Articles of association adjusted as proposed.

 

BOARD OF DIRECTORS ELECTED AT GENERAL MEETING 2022

Chairman of the Board:

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

Vice-Chairman:
Klaus Fynsk Norup, Ærø.
Cand. scient
Lecturer in business economics

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

Member:
Kåre Groes, Zealand.
Civil engineer. PhD Innovation.
CEO, OMT A/S

Member:
Michael Nielsen, Ærø.
Master - Lead Auditor ISO 9001 / ISO 14001