Articles of Association of Leverandørselskabet Danish Crown Amba

Articles of Association of Leverandørselskabet Danish Crown AmbA

March 2018 Articles of Association of Leverandørselskabet Danish Crown AmbA

Contents

1. Name and registered office...... 3 2. Objects...... 3 3. Members...... 3 4. Termination and transfer of membership etc...... 5 5. Duty to deliver...... 6 6. Right to deliver...... 7 7. Delivery and payment...... 8 8. Liability...... 8 9. Voting right, eligibility and election rules...... 8 10. Bodies of the company ...... 10 11. Local districts...... 10 12. Local district meetings...... 10 13. Beef Forum...... 11 14. Board of representatives...... 12 15. Meetings of the board of representatives...... 13 16. Board of directors...... 14 17. Employee observers...... 15 18. Committees etc...... 15 19. Executive board...... 15 20. Power to bind the company...... 15 21. Equity ...... 16 22. Profit or loss for the year, provisions and distribution...... 17 23. Accounts and audits...... 18 24. Danish agriculture & food council etc...... 19 25. Danish livestock and meat board...... 19 26. Amendments to the articles of association, merger, giving up voting majority...... 19 27. Dissolution of the company...... 19 28. Disputes...... 20 29. Effective date, transitional provisions...... 20

Appendix 1 - division into local districts...... 21 Appendix 1 - division into local districts...... 22

The years of holding elections for the Board of Representatives of Leverandørselskabet Danish Crown AmbA...23 7. March 2018 March 7.

2 1. Name and registered office c. anyone who has later on a collective basis been registered as member of the Company 1.1 The name of the Company is pursuant to Article 3.7. ”Leverandørselskabet Danish Crown AmbA”. 3.2 Producers of pigs and sows as well as cattle 1.2 The registered office of the Company is situated and calves whose farms are located within the in the municipality of Randers, Denmark. natural area of the Company can be admitted as members of the Company. A producer means 1.3 The Company is a cooperative society a person – natural or legal – who, on his own (in Danish: andelsselskab) with limited farm and for his own account and risk, rears liability for its members. pigs for slaughter and/or sells sows, cattle or calves from his own herd for slaughter. 2. Objects 3.3 The members of the Company are divided into 2.1 The objects of the Company are to sell in the the following membership categories: best way possible the members’ production of pigs and sows, cattle and calves, and to carry a. producers of slaughter pigs on such other business, which is deemed by the (pig-supplying members); Board of Directors to be of commercial interest to the Company and for the benefit of the b. producers of sows members. (sow-supplying members);

2.2 The Company shall sell the members’ supplies c. producers of cattle and calves on market terms and optimise return and value (cattle-supplying members). of its investments. 3.4 The membership of a member may cover one 2.3 Purchases may be made from sources who are or more of the said membership categories. not members, and the Company may engage in the production of slaughter animals. 3.5 A person wishing to be admitted as a member must submit to the Company a written 2.4 The Company may participate in such activities application for admission not later than three promoting the production of livestock and the months prior to the first day of the month in food industry which are deemed by the Board which the membership shall commence. of Directors to be of commercial relevance to However, producers of cattle and calves may the Company and the members. be admitted as members immediately if it is the first time they are applying for membership 2.5 The Company may realise its objects by owning, of the Company. in full or in part, businesses and companies. 3.6 Taking into consideration the capacity of the 3. Members Company, the Board of Directors shall decide on the admission of members and determine 3.1 Members of the Company are: any special conditions applicable to the admission but see Article 3.7 concerning a. anyone who was a member of collective registration of membership. Leverandørselskabet Danish Crown AmbA as at 1 October 2000; 3.7 However, in the event of collective registration of membership, including in connection with b. anyone who, after having filed a signed the joining of another abattoir company, the application for admission, has been question of admission shall be decided by the approved as a member by the Board of Representatives, who, on a proposal Board of Directors, see Article 3.6; from the Board of Directors, will determine any special conditions applicable to the admission. Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

3 3.8 Newly established producers nobody is deemed to have most control – the person or enterprise having the 3.8.1 Regardless of the provisions of Article 3.5, largest ownership interest in the farm. newly established producers may obtain membership immediately after the Company b) A “person” or an “enterprise” shall mean a has approved their application for admission. natural person or a company, partnership, community - public or private – institution 3.8.2 Newly established producers do not include or another legal person. producers who have formerly, directly or indirectly through a legal person, supplied 3.11.3 Where two or more members jointly have animals of the membership category in control over a farm – but none of them has the question. Nor do newly established producers control alone – the members shall be obliged include companies or businesses in which to ensure that the person or enterprise owning the said producers have a direct or indirect or operating the farm is registered as a member controlling interest. of the Company.

3.9 Where very special circumstances apply to the 3.11.4 Where two or more farms are subject to the same person applying for admission, the Board of control, only one membership can be obtained. Directors of the Company may grant an exemption from the admission provisions. 3.11.5 Each farm is entitled to one membership only. The Company must be informed as to 3.10 Membership supplies mean supplies of animals which person will be entitled to exercise the for slaughtering within the membership membership, including to bind the enterprise, category/categories covered by the membership vote and be elected. of the member, which animals come from the member’s own farm and livestock and have been 3.11.6 When deciding whether or not a farm is bred for the member’s own account and risk. covered by a membership, the Board of Directors may disregard any arrangements 3.11 Definition of membership, or constructions which are deemed to serve control etc. the purpose of circumventing the Articles of Association of the Company, including the 3.11.1 The membership will cover any farm within the definitions of “control”, “person” and natural business area of the Company which “enterprise”, see Article 3.11.2 above. is operated by the member or by an enterprise over which the member has control, or by an 3.12 Any member shall be obliged to comply with enterprise which has control over the member, the Articles of Association of the Company or by an enterprise which is subject to the same applicable from time to time and with any control as the member. rules and conditions laid down or applicable pursuant thereto. 3.11.2 In these Articles of Association the following terms shall have the following meaning: 3.13 Notices, including for the convening of meetings, from the Company to its members and suppliers, a) “Control” shall mean the possibility shall be published on the Company’s homepage – actually or legally, directly or indirectly or by means of digital communication as – by virtue of ownership, agreement, articles directed and announced by the of association or another legal basis, of Board of Directors at any time. being able to make or enforce decisions to apply for or terminate membership of the 3.14 In instances, where - according to these Articles Company. of Association - communication between the members and the Company must be in writing, If no person can make such a decision alone, such requirement of written communication the control shall be deemed to rest with the may be satisfied by digital communication as person or enterprise that must be deemed determined and announced by the Board of to have most control over the farm or – if Directors from time to time. Irrespective of this Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

4 clause, any communication concerning voting 4.5 The Board of Directors of the Company may in procedures must be conducted in accordance very special circumstances grant an exemption with the Company’s voting procedures laid from the above provisions. down by the Board of Directors, see Article 9.10.1. 4.6 In connection with a transfer of ownership or a letting out on lease of a member’s farm, the 4. Termination and transfer member in question may transfer to the buyer of membership etc. or lessee the member’s rights and obligations as a member of the Company for the membership 4.1 Members who have not provided membership category or categories covered by the supplies for a full financial year will be membership. However, the new member considered to have resigned from the Company needs to be accepted by the Board of Directors, with effect from the expiry of that financial and the Company will determine which year. On a member’s request, the Company may statements must be signed by the parties in disregard cases where the lack of membership that connection. In connection with any supplies is due to special production such transfer, the transferor’s membership circumstances or temporary production shall terminate in respect of the relevant disruptions. membership categories on the date of transfer of control. 4.2 Any member may resign membership of the Company by giving the Company not less than 4.7 In the event of any of the following transfers, twelve months’ written notice to expire at the the transferor’s membership of the Company end of a month. . Resignation can be effected shall terminate only upon giving notice and in respect of the membership as a whole or expiry of the same as stated in Article 4.2: in respect of specific membership categories Any transfer to (i) the transferor’s spouse or only. Any notice of resignation received by cohabitant/-tee, (ii) a legal person in which the Company cannot be withdrawn, and the the transferor has or by the transfer acquires member in question cannot become a member control, (iii) a legal or natural person which has of the Company again until at least three control of the transferor, or (iv) a legal person, months after the resignation has become provided that the same natural or legal person effective, see Article 3.5. has or by the transfer acquires control of the transferor as well as the transferee. 4.3 If a member company is involved in a merger and is the discontinuing company, 4.8 The Board of Directors may expel a member in the conclusion of the merger agreement will case of such member’s be considered a notice of termination, and the membership will terminate simultaneously a) breach of the special admission terms; with the discontinuation of the company. If the surviving company in the merger or the b) neglect of the duty to deliver; new company resulting from the merger is a member or is obliged to be a member under c) violation of other provisions of the Articles the provisions of Article 3 and is subject to the of Association or other rules and conditions same control as the discontinuing company, laid down or applicable pursuant thereto; the membership will continue unchanged regardless of the merger. d) disloyal behaviour towards the Company or violation of its interests. 4.4 In the event of a successive transfer of ownership of the farm justifying the membership, the 4.9 The expulsion may be appealed by the member membership shall be deemed terminated to the Board of Representatives, who will when the control of the farm has been decide at their next meeting whether the transferred to the transferee. In cases of expulsion shall be approved. doubt, the Board of Directors may make a decision about the date on which the membership shall be deemed terminated. Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

5 4.10 Any appeal against an expulsion must be made 5.4 Split delivery within one month of the member’s receipt of the Board of Directors’ notification of the 5.4.1 Pig-supplying and sow-supplying members expulsion. The appeal will then operate as are entitled on the below-mentioned terms to a delay of the expulsion, and an appealed deliver the below-mentioned shares of their expulsion will not become effective until it has supplies of slaughter pigs and/or sows to been approved by the Board of Representatives. parties other than the Company in either of the following two ways: 4.11 In situations where the Board of Directors may expel a member pursuant to the rules outlined a) The member shall, by giving at least six above, the Board of Directors is further entitled weeks’ notice, notify the Company in writing – regardless of whether or not the Board of of the size of the share of the member’s Directors decides on an expulsion – to order weekly supply – which shall not exceed a the member to pay a penalty to the Company, maximum of 20 per cent - which the see Article 5.7. member wishes to deliver to parties other than the Company. 4.12 In all cases of termination of membership the member will forfeit any claim to a share b) The member shall, by giving at least six in the Company’s assets and property with weeks’ notice, notify the Company in writing the exception of the member’s deposit in the of the size of the share of eight weeks’ membership account and the personal liable supplies – which shall not exceed a account, which will be payable in accordance maximum of 12½ per cent - which the with the applicable rules thereon. member wishes to deliver to parties other than the Company. The Company shall 5. Duty to deliver determine the time of commencement of the eight-week period which forms the basis 5.1 With the exceptions described below the for calculating the size of the share which members have a duty to deliver to the the member may deliver to parties other Company their entire production of animals than the Company in the last week of the (membership supplies) within the membership eight-week period. categories covered by their memberships. 5.4.2 The member may, by giving at least six weeks’ 5.2 The duty to deliver under Article 5.1 shall apply notice, notify the Company in writing that he to all of the farms covered by the membership wishes to switch from the supply model in pursuant to the rules set out in Article 3. Article 5.4.1 a) to the supply model in Article 5.4.1 b) – or vice versa. 5.3 Exempted from the duty to deliver are: 5.4.3 The member may, by giving at least nine weeks’ a) Pigs and/or sows that are emergency notice, notify the Company in writing that he slaughtered in accordance with the wishes to cease exercising his right to deliver applicable veterinary rules or sold to parties other than the Company. for use as breeding animals; 5.4.4 For the supplies covered by the notification to b) Pigs with a carcass weight of less than 50 kg; the Company described in Articles 5.4.1 a) or b), the member will receive no supplementary c) Calves and cattle that are emergency payment and no share of other distributed slaughtered, see Article 5.3 a), or sold amounts, regardless of the extent of the for use as breeding or production animals; member’s supplies to parties other than the Company. d) Sucking calves without any slaughter value; 5.4.5 If in the Company’s opinion, based on supplies e) Animals that are slaughtered for use in the already delivered or notifications already given household of the member or his employees concerning future supplies to parties other or in the household of the owner pursuant than the Company, it seems highly probable to a lease agreement. that the pig-supplying and/or sow-supplying Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

6 members jointly will deliver more than 15 per 5.7 In the event of any evasion of the duty to cent of their total annual supply of slaughter deliver, the Board of Directors may order the pigs and/or sows to parties other than the member in question to pay to the Company a Company, the Company may reduce the discretionary penalty of up to 25 per cent of share which pig-supplying and sow-supplying the value of the animals which the member members are individually entitled to deliver was obliged to but failed to deliver to the to other parties, see Article 5.4.1, so that the Company. total supply from the pig-supplying and sow-supplying members to parties other 5.8 If there is a presumption of evasion of the than the Company does not exceed 15 per duty to deliver, the Board of Directors may cent of their total annual supply at the end order the member to provide documentation of the current financial year. that the duty to deliver has been complied with – including that animals sold as breeding However, the pig-supplying and sow-supplying animals and calves and cattle sold for members will in any circumstances be entitled production have actually been used for those to deliver 15 per cent of their weekly supplies to purposes. If the member refuses to provide t parties other than the Company on the terms he required documentation, such refusal will specified in Articles 5.4.1 – 5.4.7. be deemed to be a confession of the member’s evasion of the duty to deliver. The Board of A reduction shall be distributed proportionately Directors may fix the amount of the penalty among the members who have given or later at its discretion, unless the member provides give notification pursuant to Articles 5.4.1 a) the required documentation of the volume and b). of the non-delivered supplies.

5.4.6 Regardless of whether a member has notified 5.9 In the event of a nationwide strike or lock-out the Company of the member’s intention to in the abattoir industry, a member may deliver, exercise the right to deliver to parties other by invoicing through the Company, pigs and than the Company, the Company will be under cattle and calves, which are covered by the a duty to receive and buy the member’s full duty to deliver, for slaughter abroad or to production of pigs and sows. persons or enterprises in Denmark of whom the members know that they will transport 5.4.7 The Board of Directors of the Company or resell the animals for slaughter abroad. will from time to time determine the rules Payment for such animals that have been applicable in relation to the right to deliver invoiced through the Company will be finally supplies to parties other than the Company, effected at the achieved price and without any including rules on notification of start and right to supplementary payment or any share finish, on the duty to submit information of other distributed amounts. about supplies to parties other than the Company, on sample tests and voucher 5.10 In exceptional situations the Company may checking, and on the submission of audited grant - to the members, to groups of members statements of the supplies delivered to the or to individual members - an exemption from Company and to other parties. the duty to deliver.

5.5 The duty to deliver will become effective and 6. Right to deliver cease to be effective simultaneously with the beginning and termination of the membership. 6.1 The Company will be under a duty to receive and buy the membership supplies from the 5.6 If the Board of Directors finds it appropriate to members subject to compliance with all the receive information on herd size and on former relevant rules laid down by the authorities or expected production from the members and the trade organisations and subject to within a membership category, the members maintenance of the veterinary status. will be obliged to submit such information including the required documentation. Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

7 6.2 To the extent allowed by the Company’s 7.5 Members will be entitled to transport their capacity and subject to compliance with the own animals to the Company’s premises in provisions of Article 6.1, the Company will accordance with the Rules for Members receive supplies from any producer of pigs, Providing their own Transport (“Regler for sows, cattle and calves within the natural Selvkørere”) laid down by the Board of business area of the Company. Directors and against payment of a transport allowance which will also be determined 6.3 In the event of fire, war, export prohibition, by the Board of Directors. strike, lock-out and/or notice or start of a sympathy action by the member’s or the 7.6 Prior to any payment by the Company to a Company’s workers, and any other force member, including supplementary payments, majeure event, or in the event of collective distributed amounts or other amounts, measures decided by an organisation of which the Company will have a right to offset any the Company is a member, the Company’s duty amounts owed by the member, regardless of to receive and buy shall cease to apply to the whether or not such amounts are due for extent determined by the Board of Directors. payment at the time of the offset.

6.4 Members will have no claim for compensation 8. Liability and will have no right to deliver animals to other parties if the Company’s capacity is 8.1 Members will be personally as well as jointly temporarily insufficient or if the Company’s and severally liable for the Company’s duty to receive and buy has ceased pursuant obligations. However, such liability may be to Article 6.3, and the members will have no enforced only by the Company or the right to resign membership of the Company Company’s estate. in that connection without observing the rules thereon specified in Article 4.2. The Company 8.2 The liability of each individual member may in writing permit delivery of supplies to cannot exceed DKK 25,000.00. other parties pursuant to the rule in Article 5.9 or otherwise if required for veterinary, 8.3 Between themselves, the members will be animal ethical or other reasons. liable in proportion to their membership supplies to the Company during the last five 7. Delivery and payment completed financial years, calculated as the number of slaughter units pursuant to the 7.1 Notification and delivery must take place in rules stipulated in Article 14.5. In the event accordance with specific rules laid down by of failure to comply with the duty to deliver, the Board of Directors. a member’s liability will be calculated on the basis of an average of the membership 7.2 Payments for supplies to the Company will be supplies during the preceding financial effected in accordance with the rules thereon years of the membership period if that laid down by the Board of Directors. Where period is shorter than five financial years. veterinary or other circumstances which are not attributable to the Company result in 8.4 However, if the liability has not been enforced extraordinary expenses for the Company, the prior to expiry of the second full financial year Board of Directors may set the price with due after termination of the membership, the allowance for such expenses. liability will be totally extinguished.

7.3 The Company will be obliged to collect 8.5 The liability mentioned in Article 8.1, see membership supplies at the member’s farm Article 8.2, can only be enforced against the provided always that the access and collection members if in the opinion of the Company conditions are in order. or the receivers the Company’s liabilities exceed its assets. 7.4 The Company will plan the collection of the animals notified by the members and pay the costs in that connection in accordance with rules fixed by the Board of Directors. Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

8 9. Voting right, eligibility 9.8 If a person holding a position in one of the and election rules Company’s bodies no longer satisfies the requirement for holding such position 9.1 Each member shall have one vote. pursuant to Article 9.6, the person in question will be obliged to resign from that position 9.2 As regards memberships of legal persons, the immediately. voting right shall be exercised by a person who is authorised to bind the legal person. 9.9 The eligibility will follow the local district in which the voting right may be exercised. 9.3 The voting right will lapse upon termination of the membership. 9.10 Election procedure

9.4 The voting right shall be exercised in the 9.10.1 Where more than one candidate is to be local district in which the farm justifying elected to the Company’s bodies, the election the membership is located. of persons, which shall be by ballot, shall be effected in accordance with the priority 9.5 Where a member has two or more farms which method according to the election regulations within the same membership category justify of the Company as set out by the Board of membership in two or more local districts, Directors. such member will be free to choose, upon acceptance of his membership, in which of 9.10.2 In case of election of members to the Board those districts the voting right should be of Representatives and the Beef Forum, the exercised. A subsequent change of that minimum number of names listed on each choice will require the approval of the ballot paper shall be equal to one more than Board of Directors. one third (rounded down) of the number of candidates to be elected. 9.6 It is a requirement for being eligible for election or re-election to, and for holding 9.10.3 In connection with the election of members a position in, the Company bodies that to the Board of Directors by the Board of the person in question: Representatives, the local district representatives and the Beef Forum, the a) is a member and has not definitively ceased number of names listed on the ballot to be an active supplier; paper shall be precisely equal to the number of candidates to be elected. b) has not given notice of termination of his membership; 9.11 For the purposes of these Articles of Association, a simple majority shall mean c) does not hold a position in a body of a com- that the number of votes given for the peting abattoir company; candidate or proposal in question is more than half of the votes counting in the election, d) in case of a new election has indicated in disregarding all blank or invalid votes. writing or orally that the member is willing to accept election; 9.12 Where only one candidate is to be elected, each participant in the election shall cast one e) after acceptance of election signs a confi- vote. Election will require a simple majority. dentiality statement covering commercial If necessary, the process of voting shall be information from the Company. repeated until a simple majority has been attained in such a manner that the candidate 9.7 A person representing a legal person will be obtaining the smallest number of votes in eligible if the person satisfies the requirements the preceding round of voting shall be left in Article 9.6 c) and d), provided always that out of the voting. In the event of an equality the legal person satisfies the requirements in of votes, one more election shall be held. If Article 9.6 a) and b). an equality of votes persists, the election shall be determined by drawing lots. Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

9 9.13 The Board of Directors shall determine the board of directors elected in pursuance the detailed rules on and the control of the of Article 16.1c) shall be attached to each exercise of the voting right in accordance district subject to the decision of the Board with the provisions thereon. In this connection of Directors; the Board of Directors may direct that for any given two-year period each individual member b) Election of members to the Board of shall state in advance in which local district Representatives of the Company (in respect and which membership category the member of the pig districts) and to the Beef Forum wishes to use the vote. (in respect of the cattle districts).

9.14 Newly elected members shall join the relevant 11.3 The division into local districts effective as at body or committee etc. immediately after the 11 October 2013 appears from Appendix 1 to end of the election. the Articles of Association.

9.15 The Board of Representatives shall on the 11.4 The division into local districts may be recommendation of the Board of Directors changed as directed by the Board of continuously determine the Company’s Representatives. policies for ensuring relevant powers, diversity etc. in the Company’s bodies. 12. Local district meetings

10. Bodies of the company 12.1 Ordinary local district meetings shall be held as soon as possible and not later than two 10.1 The bodies of the Company are the local months after the ordinary meeting of the district meetings, the Beef Forum, the Board of Representatives. In addition to the Board of Representatives, the Board of ordinary local district meeting, efforts shall be Directors and the Executive Board. made to hold one more local district meeting.

11. Local districts 12.2 Additional local district meetings and other kinds of membership activities shall be held if 11.1 The pig-supplying and sow-supplying an attached member of the Board of Directors members of the Company are divided into or a majority of the representatives of the local 6 local districts (the pig districts). district consider it necessary, or when at least 25 members within the local district make a The cattle-supplying members of the Company written request to that effect to an attached are divided into 6 local districts (the cattle member of the Board of Directors, stating the districts). issues they wish to have discussed.

The local districts follow the municipal 12.3 Local district meetings shall be convened by boundaries wherever possible. giving not less than 14 days’ notice thereof in the Company’s members’ journal or by means 11.2 The object of a local district is to serve as a of digital communication, and the notice shall forum for: contain the agenda of the meeting. Prior to the ordinary local district meeting the audited a) Communication of information from the annual report shall, if practicable, be sent to Board of Directors to the members and the members entitled to vote. communication of matters from the members to the Board of Directors. 12.4 Extraordinary local district meetings shall be In respect of the pig districts such convened within one month of the receipt by communication will normally be handled an attached member of the Board of Directors by the members of the board of directors of the request to that effect, see Article 12.2. attached to the relevant local district at the time in question. In addition to the member of the board of directors elected by the district, see Article 16.1a), one member of Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

10 12.5 Proposals from members for consideration at a 12.10 Nomination of candidates for election local district meeting shall be sent in writing to shall be in writing. an attached member of the Board of Directors in time for the proposals to be included in the 12.11 Voting for election of persons, which agenda. Proposals for consideration at ordinary shall be by ballot, shall be conducted in local district meetings must be received by the accordance with Article 9.10. attached member of the Board of Directors not less than ten days before the date of the local 12.12 In respect of special areas, e.g. island district meeting. communities, the Board of Directors may decide that separate local district meetings 12.6 A proposal adopted at a local district shall be held, including election of members meeting shall be considered by the Board to the Board of Representatives, or that votes of Representatives at their first subsequent may be given by proxy also in situations other meeting, unless due to the nature of its than those outlined in Article 12.8, and lay contents the proposal shall be considered down the detailed rules applicable thereto. by the Board of Directors. A member or proxy may vote as proxy for no more than three members unless otherwise 12.7 The agenda of the ordinary local district accepted by the Board of Representatives. meetings shall include the following: 13. Beef Forum 1. Election of vote counters 13.1 The Beef Forum shall consist of up to 2. Election of chairman of the meeting 53 members elected as follows:

3. Report on the Company’s activities a) 50 members shall be elected by the cattle districts; 4. Review of the audited annual report approved by the Board of Representatives b) subject to the approval of the Board of Directors, up to 3 members from special 5. Consideration of submitted proposals minority groups within the Company’s cattle members shall be elected. 6. Election of: The election to the Beef Forum shall take a. Members and substitutes to the Board place simultaneously with the election to the of Representatives (in respect of the pig Board of Representatives in the pig districts districts) and follow the same electoral procedure as the election to the Board of Representatives, b. Members and substitutes to the Beef see Article 9.10. Forum (in respect of the cattle districts) 13.2 When distributing the members stated in 7. Any other business Article 13.1a on the cattle districts, Articles 14.4 and 14.5 shall also apply. 12.8 If a member entitled to vote is prevented from attending the local district meeting, the mem- 13.3 In connection with the election of members to ber may in writing appoint as proxy another the Beef Forum, two substitutes shall also be member, his spouse or cohabitant/-tee or a elected for each cattle district. The candidates person employed at his farm to vote on his who obtained the most votes without being behalf. A member or proxy may vote as proxy elected to the Beef Forum shall be considered for only one member. elected as substitutes.

12.9 Voting on proposals shall be decided by a 13.4 The members and substitutes shall be elected simple majority of votes. In the event of the for two-year terms. votes being equally divided, the proposal shall be rejected. Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

11 13.5 If a member is definitively prevented from III) Persons recommended for committees etc. attending, the substitute from the same local within the Group to which the Company has district who obtained the most votes shall take a right of recommendation, such persons his position. If in such a situation there are to be elected among the 9 members of the no substitutes in the relevant local district, no Board of Representatives elected by the by-election shall be held in that connection. Beef Forum.

13.6 The objects of the Beef Forum are: The elections shall be chaired by a chairman of the meeting elected by the Beef Forum a) Election of member and observer to the and shall be carried out as separate elections. Company’s Board of Directors, see Article For each such election, the recommendation 13.7i. of candidates and election shall be by ballot. Article 9 shall apply to the elections. b) Election of other members and substitutes to the Company’s Board of Representatives, 13.8 Articles 15.1-15.12 (however not Article 15.8) see Article 13.7ii. shall also apply to the meetings of the Beef Forum, however, the Chairman of the Beef c) Election of members to be recommended to Forum shall be in charge of the convening committees etc. within the group to which of meetings of the Beef Forum. the Company has a right of recommendation, see Article 13.7iii. 13.9 The agenda of the ordinary meeting of the Beef Forum is: d) Communication of information on the Company’s matters and matters of relevance 1. Election of vote counter to the cattle-supplying members and from the Board of Directors to the 2. Election of chairman of the meeting cattle-supplying members. 3. Report on the Company’s activities and e) Communication of matters from the matters of relevance to the cattle-supplying cattle-supplying members to the Board members of Directors. 4. In uneven years: Elections to the Board 13.7 On its first meeting following the election, the of Directors, the Board of Representatives Beef Forum shall elect among its members: and recommendations to committees etc. within the group I) A Chairman and a Vice-chairman to assume the chairmanship. The Chairman shall be 5. Consideration of submitted proposals elected first, whereupon the Vice-chairman shall be elected. Both shall be considered 6. Any other business. elected to the Board of Representatives. The elected Chairman shall also be considered 13.10 The Company’s chairmanship shall have the elected as a member to the Company’s Board right to attend and speak at the meetings of of Directors. The elected Vice-chairman shall the Beef Forum. also be considered elected as an observer to the Company’s Board of Directors. 14. Board of representatives

II) A further 7 members and 2 substitutes to 14.1 The Board of Representatives shall have the Company’s Board of Representatives. supreme authority in all Company matters The candidates who obtained the most within the framework laid down by these votes without being elected to the Board of Articles of Association and by law. Representatives shall be considered elected as substitutes. 14.2 The Board of Representatives shall consist of up to 90 representatives elected by the pig districts, the Beef Forum and minority groups. Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

12 14.3 The pig districts shall elect 78 representatives. 15.2 In addition to the ordinary meeting of the The Beef Forum shall elect 9 representatives. Up Board of Representatives in the October to 3 representatives shall be elected subject to the quarter, at least an additional three meetings Board of Directors' approval of minority groups shall be held every year. Meetings of the Board among the Company's pig-supplying members. of Representatives may also be held whenever deemed necessary by the Board of Directors 14.4 When distributing the number of and shall be held when at least 9 representa- representatives among the pig districts, a tives make a request to that effect to the Board calculation shall be made of the number of of Directors, stating the issues they wish to slaughter units in the most recently completed have discussed. financial year. The calculation will provide the basis for determining the number of slaughter 15.3 A meeting of the Board of Representatives units (the distribution figure) required to be shall be convened in writing or by means entitled to elect one representative, and of digital communication by giving each each local district shall elect the number individual representative at least two weeks' of representatives corresponding to the notice. The provisional agenda shall be en- number of voting units divided by the closed with the notice convening the meeting. distribution figure (rounded off). If no new proposals are submitted for the agenda, the provisional agenda shall be 14.5 When calculating the number of slaughter considered final. units, one pig shall count as 1 unit, one sow shall count as 1½ units, and one head of cattle 15.4 Not later than seven days before the meeting or one calf with a carcass weight of more than of the Board of Representatives, the final 100 kg shall count as 6 units. agenda shall be sent to each individual representative together with the proposals 14.6 In connection with the election of represent- from the Board of Directors, representatives atives, two substitutes shall also be elected and local districts which are to be considered for each local district. The candidates who at the meeting. The audited annual report obtained the most votes without being shall also be submitted at least seven days elected for the Board of Representatives prior to the ordinary meeting of the Board of shall be considered elected as substitutes. Representatives unless a preliminary annual report has been presented to the Board of 14.7 The representatives and substitutes shall Representatives at an earlier meeting. be elected for two-year terms. 15.5 A meeting of the Board of Representatives re- 14.8 If a representative is definitively prevented quested to be held pursuant to Article 15.2 shall from attending, the substitute from the same be convened not later than two weeks after the local district who obtained the most votes shall Board of Directors' receipt of the request. take his position as representative. If in such a situation there are no substitutes in the 15.6 The Board of Directors shall be in charge relevant local district, no by-election shall of the convening and holding of meetings be held in that connection. of the Board of Representatives. A meeting shall be held no later than one month after 15. Meetings of the board the convening thereof. of representatives 15.7 Proposals to be included in the agenda of a 15.1 An ordinary meeting of the Board of meeting of the Board of Representatives at Representatives shall be held every year in the request of representatives or local districts the October quarter. Also, in uneven years shall be sent in writing to the Chairman of the meetings of the Board of Representatives shall Board of Directors, and they shall be received be held for the election of members to the by the Chairman not less than ten days prior Board of Directors, see Articles 16.1a), 16.1c) to the date of the meeting of the Board of and 16.1d), immediately after the last ordinary Representatives. district meeting, see Article 12.1. Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

13 15.8 The agenda of the ordinary meeting of the 15.11 Any proposals brought to a vote shall be Board of Representatives shall include the decided by a simple majority unless otherwise following items: provided by the Articles of Association. In the event of the votes being equally divided, the 1. Election of vote counters proposal shall be rejected.

2. Election of chairman of the meeting 15.12 The members of the Board of Representatives shall determine their own remuneration. 3. Report on the Company's activities 16. Board of directors 4. Presentation of the audited annual report for approval 16.1 The Board of Directors shall consist of up to 12 members and 1 observer, who shall 5. Consideration of the Board of Directors' be elected as follows: proposal for allocation of profit or covering of loss a) The members from each of the pig districts listed in Article 11.1 shall elect 1 member to 6. Authorisation to disbursement from the Board of Directors. membership accounts and personal liable accounts for the coming year b) The Beef Forum, see Article 13, shall elect 1 member to the Board of Directors and 1 7. Consideration of submitted proposals observer.

8. Election of auditors c) The Board of Representatives shall elect 3 members to the Board of Directors from 9. Any other business among its members.

15.9 Meetings of the Board of Representatives in d) In addition, the Board of Representatives uneven years for the election of members to may on the recommendation of the Board the Board of Directors, see Article 15.1, shall be of Directors elect 2 directors members to carried out as follows: the Board of Directors, who shall not be members or employees of the Company. 1. First, the pig district representatives elect the members to the Board of Directors listed The rules stipulated in Articles 9.10-9.15 shall in Article 16.1a) in separate meetings. apply to the elections.

2. Then, the Board of Representatives elects 16.2 The members of the Board of Directors the members to the Board of Directors listed shall be elected for a term of two years. in Articles 16.1c) and 16.1d). 16.3 If a member of the Board of Directors elected 15.10 Each member of the Board of Representatives pursuant to Articles 16.1a) - 16.1c) is definitively shall have one vote. Exercising the right to vote prevented from attending, he shall retire from will require attendance in person. However, the Board of Directors and a by-election shall if prevented from attending the meeting of be held in the electoral body in which the the Board of Representatives, any member member of the Board of Directors was elected. entitled to vote may appoint in writing another If the Board of Directors is still forming a representative as his/her proxy to vote on his/ quorum, such by-election may be postponed her behalf at the pig district election as well until the next ordinary meeting of the electoral as for the Board of Representatives' election body in which the retired member of the of members to the Board of Directors. A proxy Board of Directors was elected. may vote as proxy for only one representative. Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

14 16.4 At the first meeting of the Board of Directors 16.11 The Board of Directors shall lay down rules of after the election, the Board of Directors shall procedure governing the performance of its elect from among their own number (I) a duties. Chairman and a Vice-chairman to assume the chairmanship, and (II) persons to be recom- 16.12 The Board of Directors determines the mended to committees etc. within the group remuneration payable to its members and to which the Company has a right of recom- the remuneration payable to the members mendation with the exception of persons of the committees and shall inform the elected by the Beef Forum. The election shall Board of Representatives hereof. be supervised by the longest-serving member of the Board of Directors or, if there are two 16.13 The Board of Directors may decide that or more such who have been serving for the in respect of each or some of its members, same period of time, by the eldest of them. the Company shall take out and pay for The nomination of candidates and the election insurance covering the liability which the shall be by ballot. relevant member of the Board of Directors may incur to the Company or third parties in 16.5 The Chairman shall be elected first, whereupon connection with the discharge of their duties. the Vice-chairman shall be elected. More than half of the votes cast shall be required in order 17. Employee observers to be elected. 17.1 The employees of the group may, subject to 16.6 The Board of Directors shall be in charge of the agreement with the Board of Directors, elect a overall management of the Company's affairs. number of observers to the Company's Board The Board of Directors shall ensure that of Representatives. The Board of Directors shall the control of the bookkeeping and asset adopt a set of election regulations setting out management is carried out in a satisfactory detailed guidelines for the holding of elections way considering the circumstances of the among employees. Company. 18. Committees etc. 16.7 The Board of Directors shall meet 4-6 times a year. However, the Chairman shall convene 18.1 The Board of Directors may set up additional meetings whenever he deems committees as required. necessary or if requested by three members of the Board of Directors. 19. Executive board

16.8 There shall be a quorum when at least one 19.1 The Board of Directors shall appoint and half of the members of the Board of Directors dismiss the members of the Company's are present. Executive Board, which may consist of one or more members. One member of the 16.9 Decisions made by the Board of Directors shall Executive Board shall be appointed as the require a simple majority of votes. In the event Company's chief executive officer. of an equality of votes, the Chairman – and in his absence the Vice-chairman – shall have the 19.2 The Board of Directors shall determine the casting vote. practice directions of the Executive Board, which shall also describe the powers of and 16.10 Minutes shall be kept of all meetings of the the distribution of responsibilities within the Board of Directors. The minutes shall be signed Executive Board. by all the members of the Board of Directors present. Where a member of the Board of 20. Power to bind the company Directors disagrees with a decision made by the Board of Directors, such member of the 20.1 The Company will be bound by the joint Board of Directors will be entitled to have signatures of the Chairman and the his/her opinion recorded in the minutes. Vice-chairman of the Board of Directors, by the joint signatures of the Chairman of Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

15 the Board of Directors and a member of the year in which the membership terminated. The Executive Board, or by the joint signatures of resulting balance shall be disbursed in annual four members of the Board of Directors and instalments of 1/5 thereof, see Article 21.4.1. one member of the Executive Board. If the membership terminates during the first six months of a financial year, the first 20.2 The Board of Directors may grant powers of disbursement shall be made six months procuration. after expiry of the financial year in which the membership terminated. If the membership 20.3 Powers of procuration, which may be terminates during the last six months of a granted individually or collectively, shall financial year, the first disbursement shall only be exercisable in connection with the be made one year after expiry of the financial day-to-day operations. year in which the membership terminated. The last four disbursements shall be made in 21. Equity the subsequent four years at the same time of the year as the first disbursement such that 21.1 The equity of the Company comprises the the account will be fully disbursed once the undistributed equity, the membership above five disbursements have been made. accounts, the personal liable accounts If the Board of Directors resolves to disburse and additional special-purpose accounts the remaining balance in the membership established by the Company. accounts according to Article 21.2.1, such resolution would also include balances in 21.2 Membership accounts former members’ membership accounts to the effect that such account at the latest will 21.2.1 After the 2016/17 financial year, the annual be fully disbursed at the same time as the payments into the membership accounts other membership accounts. will cease. These accounts have been built up by way of deductions from the annual 21.3 Personal liable accounts supplementary payments that the members would otherwise have received. The Board of 21.3.1 A personal liable account has been established Representatives will on the recommendation for each member on which account such of the Board of Directors and at the a amounts as decided by the Board of nnual ordinary meeting of the Board of Representatives in pursuance of Article Representatives, however, not earlier than 22.2 b) shall be transferred. for the 2020/21 financial year, pass a resolution authorising the Board of 21.3.2 No interest shall accrue to the personal Directors to make payments from the liable accounts. membership accounts to existing members, see Article 21.4.1, on the condition and to the 21.3.3 On termination of the membership, a extent that the board of directors considers statement of the balance of the account such payments to be justifiable taking into shall be made upon expiry of the financial consideration the Company’s creditors. The year in which the membership terminated. authorisation will remain in force until the Subject to Articles 21.3.4 and 21.4.1, the next year’s ordinary meeting of the Board of resulting balance thus calculated shall be Representatives. disbursed over the course of 10 financial years at equal annual instalments with the 21.2.2 Interest may accrue on membership accounts first disbursement relating to the financial if so resolved by the Board of Representatives year in which the membership terminated provided that the Board of Representatives at and being payable at the time of the the same time resolves to pay out the interest, Company's disbursement of annual see Article 22.2 d). supplementary payments for aforesaid financial year and, subsequently, also at 21.2.3 On termination of the membership, a the time of ordinary supplementary payments statement of the balance of the account for the following 9 financial years. shall be made upon expiry of the financial Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

16 21.3.4 If the total amount to be disbursed for any Board of Directors issues such authorisation, financial year in pursuance of Article 21.3.3 see Article 21.4.1. Disbursements under Article exceeds the total amount which in pursuance 21.2.1, however, can be adopted at the earliest of Article 22.2 b) is transferred to the personal for the 2020/21 financial year. liable accounts for the same financial year, the amount payable for the financial year in 21.4.3 When the balance of a membership account question shall be reduced to correspond to or a personal liable account shall not be the total transfer for the year. The reduction disbursed in accordance with the rules set amount shall be distributed proportionately forth in Article 21.4.2, the membership between all the resigned members who for account and the personal liable account, the financial year in question are entitled to respectively, shall be considered comprised receive disbursements from the personal by the relevant transfer etc. liable accounts, with a resulting reduction of the annual disbursement from the personal 21.4.4 If through a transfer of or other transactions liable account. The reduction amount for relating to the farm constituting the basis the financial year in question is forfeited of membership, e.g. in connection with the and shall therefore not be disbursed in a formation of companies or in other ways, one later financial year. or more members seek to advance payments from the personal liable account referred 21.4 Common rules for membership to in Article 21.3, the Board of Directors may accounts and personal liable disregard such arrangements and agreements accounts and make continued membership conditional upon no payment being disbursed for the farm 21.4.1 At the annual ordinary meeting of the in question from the accounts mentioned. Board of Representatives, the Board of Representatives shall decide on the powers of 21.4.5 The Board of Representatives shall adopt the Board of Directors to effect disbursements regulations determining further details in from the membership accounts and the respect of the membership accounts and personal liable accounts, respectively, in the personal liable accounts. accordance with the rules thereon stipulated in the Articles of Association – provided and 22. Profit or loss for the year, to the extent that this is deemed justifiable provisions and distribution considering the creditors of the Company. Such powers shall be in force until the next 22.1 Simultaneously with the presentation of the annual ordinary meeting of the Board of draft annual report approved by the Board of Representatives. Directors, the Board of Directors shall present a proposal for allocation of the profit for the year 21.4.2 Disbursement of the balance on the personal as per the annual report. liable account shall take place only if the membership is terminated in accordance 22.2 The Board of Representatives may, on the rec- with the rules set forth in Article 4, see also ommendation of the Board of Directors, decide Article 21.4.4. Disbursement of the balance that the profit for the year shall be allocated as on the personal liable account shall take follows: place only if the membership is terminated in accordance with the rules set forth in a) To be paid as supplementary payment. Article 4, see also Article 21.4.4. The balance in the membership account may be disbursed b) To consolidation of the Company through if membership has terminated pursuant to the transfer to the Company’s undistributed provisions set out in Article 4 in connection equity, however provided that up to 50 per with the discontinuation of the membership cent of the consolidation amount may be accounts pursuant to Article 21.2.1 or other transferred to the personal liable accounts, foundation based on regulations established cf. Article 21.3. pursuant to Article 21.4.5, if the Board of Representatives on the recommendation of the Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

17 The Company's pig-supplying, sow-supplying Board of Directors, that the supplementary and cattle-supplying members contribute payment in respect of this income should be to the consolidation in proportion to recent calculated on the basis of the membership financial years' shares of slaughter units for supplies over the past five financial years. each membership category. This shall apply to the share transferred to the Company's 22.4 In the event that the annual report shows a undistributed equity as well as to the share loss, the loss shall first be covered by such transferred to the personal liable accounts. provisions for bad debts as have been made The share of the total consolidation in previous financial years. Any additional transferred to the personal liable accounts amount required shall be covered firstly by shall be converted to DKK/kg within each the undistributed equity to the extent possible membership category based on membership and secondly through a pro rata reduction of supplies by members during the financial the personal liable accounts at first and, year and determined asa specific DKK subsequently, the membership accounts. amount per kg. Notwithstanding the aforesaid, the Board of Directors may, 22.5 If the Board of Representatives is unable to however, in its proposal make such approve the draft annual report approved deviations from the distribution keys by the Board of Directors or the proposal described which are necessary to take into contained therein for the allocation of the account special circumstances particular profit for the year, the Board of Directors to each membership category as well as in shall be given the opportunity to discuss respect of any rounding in calculations. this issue again, possibly for the purpose of presenting another proposal. c) To be transferred to other accounts established, including for the purpose 22.6 Subject to the proposal of the Board of of covering future losses. Directors, the Board of Representatives may decide on distribution from the Company's d) For interest accrued on the membership undistributed equity. Such distribution may accounts referred to in Article 21.2 upon be paid in cash or as easily negotiable assets. simultaneous resolution to disburse the The distribution of the undistributed equity interest accrued. shall be effected as set forth in Article 27.6.4.

e) To be allocated for other purposes. 22.7 The proposal from the Board of Directors pursuant to Articles 22.1 and 22.6 shall make 22.3 Supplementary payment due allowance for the Company's financial condition, including the size and composition 22.3.1 The supplementary payment shall be of the equity, the Company's equity ratio and determined with due regard to the earnings liquidity, the need for making provisions for within each membership category and the special purposes and the adequacy of the share of the Company's profit from joint working capital. activities. It is thus possible to differentiate in respect of the different categories of 23. Accounts and audits membership supplies. The amounts shall be determined as a fixed amount per kg for 23.1 The financial year of the Company shall be each of the membership categories in question. from 1 October to 30 September.

22.3.2 The supplementary payment will normally 23.2 For one year at a time the Board of be based on the membership supplies of Representatives shall, on the recommendation the relevant financial year. In very special of the Board of Directors, elect one or more circumstances, e.g. if extraordinary income state-authorised public accountants to does not exclusively pertain to or should conduct the audit. not reasonably be allocated to the relevant financial year, the Board of Representatives may decide, on the recommendation of the Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

18 24. Danish agriculture & 25.2 If the Company is a member of the Danish food council etc. Livestock and Meat Board, the Company and its members and suppliers shall be obliged to 24.1 The Company may be a member of the Danish comply with the decisions legally made by the Agriculture & Food Council ("Landbrug & Danish Livestock and Meat Council. Fødevarer") and other trade organisations as determined by the Board of Directors. 26. Amendments to the articles of association, merger, giving 24.2 If the Company is a member of the Danish up voting majority Agriculture & Food Council, the Company and its members and suppliers will be under an 26.1 Any decision of the Board of Representatives obligation to comply with any decisions which to amend the Articles of Association or to are legally made by the Danish Agriculture merge the Company with another company & Food Council or by any committee set up shall require a majority of at least 2/3 of the by the Danish Agriculture & Food Council, or votes cast, which shall not include blank or which have previously been made by the Board void ballot papers, and at least half of all the of Directors of the Danish Bacon and Meat members of the Board of Representatives shall Council ("Danske Slagterier"), with the object participate in the voting. of implementing joint measures which are deemed to be in the business and commercial 26.2 Irrespective of the provisions of Article 26.1, interest of all abattoirs and producers, even if however, the Board of Directors may carry out such decisions result in an interruption in the a merger provided that the Company is the business of one or more undertakings for a surviving company, that the merger - based shorter or longer period of time. on an assessment of e.g. the acquired assets and liabilities - must be deemed not to be of 24.3 Penalties or sanctions may be imposed on decisive importance to the Company, and that members or suppliers of the Company in the new members of the Company are not thereby event of their non-compliance with the deci- admitted. sions which have been made by the Danish Agriculture & Food Council or the Danish 26.3 Any merger as described in these Articles of Bacon and Meat Council in accordance with Association shall be carried out in compliance Article 24.2 and which the Company has with Section 21a of the Danish Act on disclosed to its members, suppliers and on Undertakings Carrying on Business for Profit the Company's homepage. ("Lov om erhvervsdrivende virksomheder").

24.4 Where a penalty or a sanction is imposed on 26.4 Any decision by the Board of Representatives a member or a supplier pursuant to Article to give up the voting majority in Danish Crown 24.3, the Company will irrespective thereof A/S shall be made at two consecutive meetings be entitled to claim damages from such of the Board of Representatives with an member or supplier for any loss suffered by intervening period of at least two weeks. At the Company because of the non-compliance. both meetings of the Board of Representatives, Members or suppliers cannot claim damages the decision shall require a majority of at least from the Company in consequence of any 2/3 of the votes cast, which shall not include decisions made by the Danish Agriculture & blank or void ballot papers. Food Council or the Danish Bacon and Meat Council, see Article 24.2. 27. Dissolution of the company

25. Danish livestock and meat board 27.1 Any decision to dissolve the Company shall be made at two consecutive meetings of the Board 25.1 The Company may be a member of the Danish of Representatives with an intervening period of Livestock and Meat Board ("Kødbranchens at least two weeks. At both meetings of the Board Fællesråd"). of Representatives, the decision shall require a majority of at least 2/3 of the votes cast, which shall not include blank or void ballot papers. Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

19 27.2 Once it has been decided to dissolve the 27.6.5 Any amounts payable pursuant to Article 27.6.4 Company, the Board of Representatives shall may, subject to the decision of the liquidation elect a liquidation committee of three to five committee, either be paid in cash or as easily persons (liquidators) who shall take the place negotiable assets. of the Board of Directors and the Executive Board. Two members of the liquidation 27.7 The Company will be deemed dissolved once committee shall have power to bind the the Board of Representatives has approved the Company in every respect. closing liquidation financial statements.

27.3 The liquidation shall be carried out in 28. Disputes compliance with Section 20 of the Danish Act on Undertakings Carrying 28.1 Any question concerning the interpretation of on Business for Profit. these Articles of Association and any dispute between the Company and the individual 27.4 The liquidation committee shall wind up the members shall be finally settled by arbitration Company's business and sell the Company's in pursuance of the Danish Arbitration Act assets on the best terms possible and subse- (Voldgiftsloven). quently satisfy all creditors of the Company. 28.2 In disputes of financial importance or 27.5 If at this point there is a deficit, the deficit shall concerning matters of principle, either party be allocated and settled in accordance with the may demand that the arbitration tribunal shall provisions of Article 8. be composed of three judges from the Danish Supreme Court ("Højesteret") or the Danish 27.6 Distribution of liquidation High Court ("Landsretten"). In such case the proceeds Company shall on behalf of both parties ask the presidents of the Supreme Court, the 27.6.1 Any remaining assets shall be allocated as Western Division of the High Court and the follows and in the order given: Eastern Division of the High Court to each propose a member for the arbitration tribunal. 27.6.2 First, the balance of each membership account The member appointed by the president of shall be disbursed to the members entitled the Supreme Court shall be the chairman thereto. If the remaining assets are not of the arbitration tribunal. sufficient for such disbursements, the balance of each membership account 29. Effective date, transitional shall be reduced proportionately without provisions regard to the time of opening the account and the time of payments into the account. 29.1 The Articles of Association set out above have been adopted at the meeting of the Board of 27.6.3 Subsequently, the balance of each Representatives of the Company on 7 March personal liable account shall be disbursed 2018 and will be effective from 7 March 2018. to the members entitled thereto. If the remaining assets are not sufficient for such disbursements, the balance of each membership account shall be reduced proportionately without regard to the time of opening the account and the time of payments into the account.

27.6.4 Any amount still remaining at this point shall be disbursed to and distributed among the members in proportion to the slaughter units delivered as membership supplies during the last five completed financial years plus any closing operating period thereafter. Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

20 Appendix 1 - division into local districts

Pursuant to Article 11 of the Articles of Association, the Board of Representatives has decided on the following division into local districts:

Pig districts:

1 Hjørring, Brønderslev, Frederikshavn, 5 Vejle, Hedensted, Fredericia, Middelfart, District District Læsø, Jammerbugt, Rebild, Aalborg, Nordfyns, Kerteminde, Odense, Vesthimmerland and Assens, Faaborg-Midtfyn, Svendborg, Mariagerfjord municipalities Nyborg, Langeland and Ærø municipalities

2 Randers, Viborg, Favrskov, Norddjurs, 6 Gribskov, Halsnæs, Hillerød, Fredensborg, District District Syddjurs, Aarhus, Silkeborg, Skanderborg, Allerød, Odsherred, Frederikssund, Horsens, Odder and Samsø municipalities Kalundborg, Holbæk, Lejre, Roskilde, Greve, Solrød, Køge, Stevns, Faxe, Næstved, Slagelse, 3 Thisted, Morsø, Skive, Lemvig, Struer, Sorø, Ringsted, Vordingborg, Guldborgsund, District Holstebro, Ringkøbing-Skjern, Herning, Lolland and Bornholms municipalities Ikast-Brande municipalities

4 Billund, Varde, Fanø, Esbjerg, Vejen, Kolding, District Haderslev, Tønder, Aabenraa and Sønderborg municipalities

Christiansø

Bornholm

Hjørring

Frederikshavn Læsø

Brønderslev

Jammerbugt

Thisted Aalborg Pig destricts 6 local districts Rebild Morsø Vesthimmerland

Mariagerfjord

Skive

Randers Lemvig Norddjurs Struer Viborg

Holstebro Syddjurs Favrskov

Herning Silkeborg Århus

Skanderborg Gribskov Ringkøbing-Skjern Halsnæs Ikast-Brande Fredensborg Hillerød Odder Horsens Allerød Samsø Odsherred Frederikssund

Vejle Hedensted Billund Kalundborg Varde Holbæk Lejre Roskilde Greve Fredericia Solrød Nordfyns Køge Vejen Sorø Ringsted Middelfart Kolding Kerteminde Esbjerg Odense Fanø Stevns Slagelse Næstved Faxe Assens Nyborg Haderslev Faaborg-Midtfyn

Svendborg Vordingborg Tønder

Aabenraa Sønderborg

Ærø Lolland Guldborgsund Langeland Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

21 Appendix 1 - division into local districts

Pursuant to Article 11 of the Articles of Association, the Board of Representatives has decided on the following division into local districts:

Cattle districts: 5 Horsens, Odder, Samsø, Hedensted, District Vejle, Fredericia, Kolding, Middelfart, 1 Hjørring, Brønderslev, Frederikshavn, Nordfyns, Kerteminde, Nyborg, Svendborg, District Jammerbugt, Thisted, Vesthimmerland, Faaborg-Midtfyn, Assens, Odense, Rebild, Aalborg and Læsø municipalities Langeland, Ærø, Lolland, Guldborgsund, Vordingborg, Næstved, Faxe, Stevns, Slagelse, 2 Lemvig, Struer, Holstebro, Sorø, Kalundborg, Holbæk, Lejre, Ringsted, District Herning, Ringkøbing-Skjern, Køge, Roskilde, Odsherred, Hillerød and Ikast-Brande municipalities Gribskov municipalities

3 Morsø, Skive, Viborg, Mariagerfjord, Randers, 6 Gribskov, Halsnæs, Hillerød, Fredensborg, District Norddjurs, Syddjurs, Aarhus, Skanderborg, District Allerød, Odsherred, Frederikssund, Silkeborg and Favrskov municipalities Kalundborg, Holbæk, Lejre, Roskilde, Greve, Solrød, Køge, Stevns, Faxe, Næstved, Slagelse, 4 Varde, Billund, Vejen, Esbjerg and Sorø, Ringsted, Vordingborg, Guldborgsund, District Fanø municipalities Lolland and Bornholms municipalities

Christiansø

Bornholm

Hjørring

Frederikshavn Læsø

Brønderslev

Jammerbugt

Thisted Aalborg Cattle districts 6 local districts RebildR Morsø Vesthimmerland

Mariagerfjord

Skive

Randers Lemvig Norddjurs Struer Viborg

Holstebro Syddjurs Favrskov

Herning Silkeborg Århus

Helsingør Skanderborg Gribskov Ringkøbing-Skjern Frederiksværk-Hundested Ikast-Brande Fredensborg Hillerød Odder Horsens Samsø Odsherred Frederikssund Egedal

Vejle Hedensted Billund Kalundborg Varde Holbæk Roskilde Lejre

Fredericia Solrød

Nordfyns Køge Vejen Sorø Ringsted Middelfart Kolding KertemindeKerteminde Esbjerg Odense Fanø Stevns Slagelse Næstved Faxe Assens Nyborg Haderslev Faaborg-Midtfyn

Svendborg Vordingborg Tønder

Aabenraa Sønderborg

Ærø Lolland Guldborgsund Langeland Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles

22 The years of holding elections for the Board of Representatives of Leverandørselskabet Danish Crown AmbA

According to Article 14.7 of the Articles of Association, representatives and substitutes for the Board of Representatives shall be elected for two-year terms.

The election periods shall be held as follows:

• Elections to the Board of Representatives in the pig-supplying districts shall take place in uneven years.

• Elections to the Beef Forum in the cattle districts shall take place in uneven years.

• Elections to the Board of Representatives in the Beef Forum shall take place in uneven years.

• The latest employee election took place in 2017. Employee election of observers to the Board of Representatives etc. will be held every 4th year; the first time in 2021. Articles of Association of Leverandørselskabet Danish Crown AmbA Crown Danish Leverandørselskabet of Association of Articles