Trust Deed

The foundation’s name is ’VELUX FOUNDATION.’ The foundation is based in Gladsaxe Municipality.

The purpose of the foundation is to work for various objectives of benefit to society, including supporting and enhancing the active contribution and well-being of senior citizens.

The foundation’s capital base consists of:

1. a) Cash DKK 100,000, donated to the foundation by the founder, Villum Kann Rasmussen MSc (Eng),
   
   b) Such other assets as the founder or others may later donate to the foundation.
    
2. The foundation’s capital must be invested in government bonds, treasury bonds, publicly traded stocks, loans to solid companies, deposits in banks or savings banks or in other solid securities. The foundation’s board must always aim to ensure the economic foundation for the foundation’s existence in managing the assets.

No part of the foundation’s capital or its returns can be disbursed, loaned or returned to the founder, his wife or to children jointly taxed with the founder in the future.

The net income of the foundation is used according to the board’s discretion as follows:

1. Possible allocation to reserves to maintain the value of the base capital at the board’s discretion.
    
2. Awarding honorary gifts to individuals or small groups in Denmark and abroad who have made an artistic, scientific or practical contribution to understanding the value and significance of daylight or its practical application in everyday life, or a similar effort related to industrially produced building components.
    
3. Awarding grants to senior citizens, preferably residing in Denmark, who wish to carry out socially beneficial work. In this context, ‘senior citizens’ generally refers to individuals over 60 years old. The term ‘socially beneficial’ is to be understood broadly, including activities that may not have immediate economic or other measurable value, even if they have a hobby-like nature. The intention is to encourage and motivate senior citizens to make an active contribution or, as circumstances permit, reward a contribution made after the age of 60, as the grant may enable the realisation of a long-held desire.
   
   Providing support for study trips for senior citizens and, in some cases, health trips and wellness stays for those who, at an advanced age, have made an active contribution.
   
   Grants are primarily awarded to individuals, but can also be given to small groups of senior citizens working together. Support cannot be provided to state or municipal institutions, but may be deposited in such institutions for the benefit of one or more named senior citizens individuals. Other institutions, associations, organisations or companies may receive grants etc. for the benefit of one or more names senior citizens, especially in cases where they commit to undertake a specific task, such as printing a book, reproducing an artwork or similar, written, drawn, thought out or in any other way created by a senior citizen in an activity the foundation wishes to support. Such support may also be granted posthumously in specific cases. Support can also be provided to the institution for the acquisition of an instrument or similar item for the individual in question. Additionally, the foundation may, for a single year or a specified period, provide support to the aforementioned institutions, etc., for the benefit of one or more named senior citizens under specified conditions, with the total amount for such support not exceeding 10% of the annual amount available for grant distributions.
   
   Grants may be awarded as honorary gifts or for specific purposes, such as travel, the purchase of specific items and others, or for the unrestricted use of the grant recipient. The grant may also be awarded as an interest-free or interest-bearing loan if the foundation’s board deems it appropriate.
    
4. The foundation must be able to support both young and senior researchers working in gerontology and geriatrics, as well as award honorary gifts to doctors and others who have performed particularly valuable work in these fields over an extended period. 
    
5. The foundation must be able to support both young and senior researchers in ophthalmology, as well as award honorary gifts to doctors or others who have worked as specialists in the same field for an extended period.
    
6. The foundation must be able to support specific, clearly defined, large tasks to promote scientific, artistic, cultural, social and environmental purposes, primarily for the benefit of Denmark and its population.
   
   For such support, the following special conditions apply:
   
   a) The board generally seeks the opinion of independent neutral external experts for guidance in assessing the task, formulating any commitments and organising and monitoring realisation of the task.
   
   b) In exceptional cases, the support can extend over more than six years. Amounts granted that remain unused by the end of the year are allocated as usual as debt in the foundation’s financial statements.
   
   c) Support for such larger tasks may only be used to a negligible extent to cover ongoing operating expenses.
   
   d) The board must consider a case of this nature at least two meetings at an interval of at least four weeks between the meetings: An initial meeting where the case is presented and a second meeting where it is decided based on the opinion of an external expert. Adoption requires a 2/3 majority vote.
    
7. A portion of the annual income can be transferred to be allocated for future reserve allocations and distributions.
   
   The foundation board determines exclusively who may be considered for grants from the foundation and to what extent funds can be made available for various purposes, and no one can legally claim funding from the foundation through the courts. The foundation board also decides whether it should be announced through advertising or other means that the foundation’s funds can be awarded, and sets the time for the distribution of the funds in each case.

The foundation is governed by a board of five or six members, all of whom must be of legal age, impartial, trustworthy and mature individuals, with at least half residing in Denmark. Both business-economic and cultural-pedagogical insights should always be represented on the board. After the founder’s departure, the board should always include a member who is a descendant of the founder, Villum Kann Rasmussen.

At its creation, the foundation’s board consists of:

1. Arne Østergaard, principal
2. Paul Honore, pastor
3. T. Brag Nielsen, executive director
4. S. Kamman, MSc (Eng)
5. V. Kann Rasmussen, MSc (Eng)

In the order specified above, a board member is up for election each year. Re-election can occur with the approval of at least three of the other four board members’ votes, with the member up for election not having voting rights. After ten years of service or after reaching the age of 75, the member exits the board at the following annual meeting. The mentioned ten-year tenure can be extended by the board by up to five years for descendants of the founder, Villum Kann Rasmussen. A newly appointed board member assumes their predecessor’s position at the time for re-election. When a board member resigns, a new fifth board member is appointed by the remaining four members with at least three votes. The outgoing member is entitled to propose a successor.

If the board consists of six members, the member in position number 6 is up for election simultaneously with the member in position number 5, so that two members are up for election in that year. If the board consists of six members, all numerically stated majority requirements in clauses 4 and 5 must be increased by one vote.

If all other foundation-designated board members agree, they are entitled to demand that a member, even the chair, resigns. Such a demand can be made without the departing member requiring any justification.

Immediately after each re-election or new election, the board selects a chair and vice-chair from among its members by a simple majority.

Despite the above provisions, the founder is a member of and chairs the board for as long as he desires.

The founder’s legal descendants have the right to appoint a representative from among themselves, who has the right to attend foundation board meetings as an observer and who must be invited to the meetings by the foundation board.

The foundation’s board represents the foundation in all respects, and it is the responsibility of the board to supervise all foundation activities, safeguard the foundation’s interests and ensure compliance with the Trust Deed.

The foundation’s board is considered quorate when a majority of all its members are present, and it makes decisions by a simple majority, except for decisions on long-term and binding investments of the foundation’s funds, where a majority of at least three votes is required. In case of a tie, the vote of the chair or, in the chair’s absence, the vote of the vice-chair is decisive. The provisions in clause 4 apply to election to the board.

The foundation is obligated to third parties by the signature of the chair or vice-chair jointly with a board member or a director.

The board maintains minutes of the meetings, recording all significant decisions.

The foundation’s board can hire necessary personnel to manage the foundation’s daily affairs, and the board determines the remuneration to be provided for this purpose.

If there is no practicing lawyer on the foundation’s board, the board must enter into an agreement with a practicing lawyer to serve as the secretary for the board.

At the first meeting each year, the foundation’s board must determine its remuneration for the previous year. The remuneration should be increased in proportion to the depreciation of money and may be increased at the board’s discretion if the extent of work in certain years exceeds the normal scope.

Individual board members may be granted additional remuneration beyond the regular compensation for special tasks.

The foundation’s financial year is the calendar year.

At the end of each financial year, a complete account of all the foundation’s income and expenses, along with a corresponding balance sheet, is prepared.

The annual financial statements are prepared within four months of the end of the financial year, and the board must subsequently approve the financial statements within the following two months, i.e. by 1 July.

The board meeting at which the financial statements are finally approved is referred to as the annual meeting.

The financial statements are audited by a state-authorised auditor chosen by the board on an annual basis, and who is not an auditor in VKR Holding A/S or its affiliated companies.

It is the responsibility of the foundation’s auditor to ensure compliance with the provisions of the Trust Deed, and in their report on the financial statements, they should express this.

Changes to or additions to this Trust Deed must be approved by a 2/3 majority of the foundation’s entire board at two meetings with a time interval of at least 2 weeks.

In the event of the dissolution of the foundation, the foundation’s assets should be used in accordance with the foundation’s purposes.