The J.C. Hempel Foundation was established by J C Hempel, factory owner, by way of bylaws of 30 November 1948 as amended on 22 June 1949, 28 September 1953, 29 July 1956, 27 September 1961, 16 January 1969, 28 September 1973, 11 April 1975, 25 October 1977, 27 October 1982, 24 October 1984, 24 October 1985, 31 January 1989, 2 November 1993, 8 November 1994, 4 November 1996, 25 April 2000, 21 October 2004, 29 January 2009 and 7 October 2022.

BYLAWS

1.

Name

The name of the Foundation is

THE J.C. HEMPEL FOUNDATION

The secondary name of the Foundation is

J C HEMPEL'S FOUNDATION

2.

Registered office

The Foundation's registered office is situated in Copenhagen, unless otherwise decided by the Board of Trustees.

3.

Object

The Foundation is a commercial foundation having the following object.

The Foundation's object is to secure and reinforce the financial platform for the continued existence and development of the businesses operated by Hempel A/S and its affiliates on a commercially and financially sound basis.

This object may be extended to include other companies in which the Board of Trustees deems it reasonable to acquire share interests for the Foundation and which are naturally related to Hempel A/S.

The object may further be extended to include an amalgamation of businesses in which Hempel A/S is the continuing company, and the Foundation is its sole shareholder, but see Articles 7.2 and 7.3.

4.

Appropriation of profits

To the extent that the Foundation's object as described in Article 3 is attained, the Foundation must use its profits to support cultural, social, humanitarian, scientific, artistic and other charitable objects, primarily within shipping, trade and industry, but otherwise as directed by the Board of Trustees. The Board of Trustees may disburse the funds available without regard to any application for funds that may have been submitted. No person is entitled to bring a claim for a grant from the Foundation before the courts, seeing as the Board of Trustees alone will decide how the Foundation's funds are to be disbursed.

The Board of Trustees will determine the funds annually available for disbursement in accordance with the provisions of Article 4.1 above and with due regard to the Foundation's object as set out in Article 3, including the investments necessary to consolidate the Foundation and the Hempel Group and to protect their earnings. The Board of Trustees is not under an obligation to disburse all funds available each year, but may decide to carry forward surplus funds to the next year or to allocate them to the Foundation's capital.

5.

Capital

The Foundation's capital consists of the shares of Hempel A/S originally donated to the Foundation by the founder in connection with the establishment and the said company's shares subsequently donated to and acquired by the Foundation, which were all on 29 January 2009 exchanged for shares in Hempel Holding A/S (the "Company") of which the Foundation owns 100%. At the time of signing of these Bylaws, the Foundation holds the following shares of the Company:

Hempel Holding A/S nominally DKK 115.000.000

The initial capital of the Foundation amounts to DKK 35.000.000 (say thirty-five million Danish kroner). The initial capital was paid up by transfer from reserves.

It must be possible to add to the Foundation's capital any cash funds, securities and other assets which are subsequently donated to or otherwise acquired by the Foundation or which the Board of Trustees decides to allocate to the Foundation's capital.

The Foundation must as shareholder in Hempel Holding A/S ensure that the provisions of the articles of association of Hempel Holding A/S at all times impose upon Hempel Holding A/S an obligation to retain an ownership share and voting share in Hempel A/S of at least 51%.

As shareholder in Hempel Holding A/S, the Foundation is not entitled to vote for or in any other way effect any amendment of or grant any exemption from the provisions in article 12 of the articles of association of Hempel Holding A/S unless the Foundation has obtained prior approval for such amendment or exemption from the foundation authority.

6.

No portion of the Foundation funds, neither its assets nor any proceeds therefrom, may be disbursed, paid back to or otherwise inure to the benefit of the founder's family, but must be used to attain the object of the Foundation.

7.

The Foundation funds may be invested in shares of the Company or in shares of other Hempel Group companies or as the Board of Trustees thinks fit.

The Foundation's shares in Hempel Holding A/S and the name, J. C. Hempel, and the registered trademark – the shipmaster in the lifebuoy – may not be sold, pledged, used as security for a loan or otherwise be subjected to any transactions or dispositions whatsoever for as long as the Foundation exists.

This present Article 7.2 is, however, subject to the following exception:

The Board of Trustees may by unanimous resolution taken in any meeting at which all of its members are present resolve to dispose of the said shares in whole or in part as part of a merger or other amalgamation or collaboration with another company in or outside the Hempel Group notwithstanding that the Foundation thus forfeits its majority of votes in the Company if the Board of Trustees deems such transaction to be vital to the continued existence and/or growth of the Company or the Hempel Group.

The shares and other securities of the Foundation must be registered in the name of the holder.

8.

Board of Trustees

The Foundation is managed by a Board of Trustees which – in addition to any members elected by employees – consists of 5-7 self-elective members (the "Self-Elective Members"), who must be of full age and sound mind, of unblemished reputation and reliable and who have not reached the age of 65 at the time when first elected members of the Board of Trustees.

The majority of the Self-Elective Members should, however, be persons who do not sit on the board of directors of Hempel A/S.

The majority of the Self-Elective Members should be persons who are or have been Hempel employees or have for several years been connected to the Hempel Group.

Two of the Self-Elective Members should be persons with international finance and trade experience.

The Self-Elective Members elected or re-elected (as the case may be) by the Self-Elective Members are elected for terms of three years (unless the provision of sub-article 10 on age limits provides for a shorter term of office) and according to the following rules:

At the first meeting of the Board of Trustees after the end of the financial year, which meeting usually takes place in January, the Self-Elective Members present whose terms of office have not expired must by simple majority of votes decide on the number of new Self-Elective Members to be elected in the event that the Board of Trustees is incomplete, just as the remaining Self-Elective Members must elect the new members of the Board of Trustees. In case of equality of votes, the Chairman will have a casting vote. Any employee representatives on the Board of Trustees must be elected in accordance with the statutory rules applicable.

If there are not at least three Self-Elective Members whose terms of office have not expired, the above election procedure will be dispensed from to the effect that

in the event that there are only two Self-Elective Members whose terms of office have not expired, the Chairman will participate, and in his absence the Vice-Chairman, in the election procedure, and
in the event that there are fewer than two Self-Elective Members whose terms of office have not expired, all Self-Elective Members, including the members whose terms of office have expired, will participate in the election procedure,

subject to any other rules concerning election to the Board of Trustees. However, a Self-Elective Member may not participate in electing himself.

The Self-Elective Members will begin or retire from office (as the case may be) at the meeting of the Board of Trustees held when the financial statements for the preceding year are presented, which meeting must take place before the end of May.

If a seat becomes vacant in the middle of a term, the Self-Elective Members must decide whether to elect a new Self-Elective Member provided that the remaining number of Self-Elective Members does not fall below the minimum threshold.

The Self-Elective Members of the Board of Trustees are subject to an age limit of 75, which means that they must retire in connection with the presentation of the financial statements for the financial year in which the Self-Elective Member attains the age of 75.

9.

The Board of Trustees must elect its Chairman and Vice-Chairman from among its own members and if necessary, the Board of Trustees must lay down its own Rules of Procedure. In the absence of the Chairman, the Vice-Chairman will have the rights and obligations of the Chairman.

The Chairman and the Vice-Chairman will be elected or re-elected (as the case may be) for a term of three years (unless the provision of Article 8.10 on age limit provides for a shorter term of office), and the election must take place at the meeting of the Board of Trustees held when the financial statements for the preceding year are presented.

The Chairman and the Vice-Chairman are elected by all members of the Board of Trustees by simple majority of votes.

10.

The Board of Trustees passes all resolutions by simple majority of votes, except in the special cases mentioned in these Bylaws. In case of equality of votes, the Chairman will have a casting vote.

The Board of Trustees forms a quorum when at least two-thirds of all of its members are present. However, at least three-fourths of all members of the Board of Trustee must be present for the election of the Chairman and the Vice-Chairman.

11.

Meetings of the Board of Trustees are convened by the Chairman of the Foundation in writing and with at least eight days' notice. Meetings may at any time be convened by the Chairman by the said notice and must otherwise be convened if at least one member of the Board of Trustees or of the Company's board of directors or management board requests such meeting in writing, specifying the business to be transacted.

The notice of the meeting must contain a complete agenda for the meeting, including the name(s) of any candidate(s) for election or re-election to the Board of Trustees.

The Board of Trustees must hold at least three meetings each year, of which two meetings must be held as soon as practicable after the dates when the half-yearly financial statements and the financial statements for the Foundation are available.

12.

Power to bind the Foundation, etc.

The Foundation is bound by the joint signatures of the Chairman and any two members of the Board of Trustees or by the joint signatures of the Vice-Chairman and any three members of the Board of Trustees.

13.

Members of the Board of Trustees are entitled to attend all general meetings of the Company. The Chairman and the Vice-Chairman of the Board of Trustees, or in their absence any other member of the Board of Trustees authorised by the Board of Trustees, are entitled to attend general meetings of the other Hempel Group companies.

14.

When exercising its voting rights attaching to shares of the Company or any other shares of other Hempel Group companies, the Board of Trustees must safeguard the best interests of such companies and the Group. The right to vote is exercised by the Chairman and in his absence any other member of the Board of Trustees authorised by the Board of Trustees.

15.

The members of the Board of Trustees must naturally observe complete secrecy with respect to all information they may have about the affairs of the Group and the individual companies.

16.

Secretariat

The Board of Trustees may engage paid assistance to perform correspondence, accounting and similar services.

17.

Audit and accounts

The financial year of the Foundation runs from 1 January to 31 December. The accounts of the Foundation must be audited by a state-authorised public accountant appointed by the Board of Trustees.

An audited copy of the Foundation's financial statements must be presented at the annual meeting of the Foundation, which must be held before the end of May.

18.

Amendment of these Bylaws, etc.

Article 6 of these Bylaws may not be cancelled or amended.

The unanimous resolution of all members of the Board of Trustees is required for termination of the Foundation or amendment of Article 3 of these Bylaws.

In addition, these Bylaws may not be amended unless at least four-fifths of all members of the Board of Trustees vote in favour of such resolution.

19.

In case of termination of the Foundation, the Board of Trustees must ensure that the Foundation's funds are used in accordance with Article 4 of these Bylaws, and the Foundation's funds may not directly or indirectly be surrendered to the Company, other Hempel Group companies or the founder's family.

20.

In the event that the Board of Trustees is granted the right to exercise discretion, such discretion may not be brought before the courts or otherwise be subjected to prosecution.

21.

These Bylaws come into force immediately after being signed.

*****

The amendments to Article 8(5), (10) and (11) and Article 9(2) of these Bylaws were adopted at the meeting of the Board of Trustees on 7 October 2022.

Hvor

Indsatsområde

Varighed

Økonomi