Articles of Association i Danske Hoteller A / S

Statutes of the Association Danske Hoteller A/S (CVR no. 13611300)

Company name and purpose

§ 1

The company name is Danske Hoteller A/S. The company also operates under the name Nordjyske Hoteller A/S.

§ 2

The purpose of the company is to own all or shares of hotels, to own shares in subsidiaries that own and / or operate hotels, and to invest in real estate and securities.

The company's capital and shares

§ 3

The company's share capital amounts to DKK 39.042.000,00, of which DKK 3.621.050 are A shares and DKK 35.420.950 are B shares. The share capital is divided into shares of DKK 10 or multiples thereof. The articles of association contain special rules on the increase of the share capital (Section 3B, subsection 1), on the pre-emption rights of the A shareholders and the B shareholders when the share capital is increased (Section 3B, subsection 2), on the increase of the B share capital by contributions in kind (Section 3B , subsection 3) and about the voting rights of the A shares and B shares (section 8, subsection 1). Furthermore, no shares have special rights.

Section 3A

In the period until 18 April 2029, the board of directors is authorized to increase the company's share capital by cash contribution one or more times with up to a nominal total of DKK 10.000.000 with preemptive rights for the company's existing shareholders. Capital increase can be done by issuing A and B shares in the existing nominal ratio between the two share classes or by issuing B shares alone. In the event of a proportionate increase in the A and B share capital, all shareholders have pre-emptive rights to the shares in the respective share classes in proportion to their share holdings in the relevant class. If only the B share capital is increased, all the shareholders have pre-emptive rights to the new B shares in relation to the shareholders' total shareholding.

In the period until 18 April 2029, the board of directors is authorized to increase company B's share capital by cash contribution one or more times with up to a nominal total of DKK 2.000.000 without pre-emptive rights for the company's existing shareholders. The B shares must be subscribed by the employees, cf. section 162, subsection of the Companies Act. 4. The board decides whether the new B shares can be subscribed for at a preferential price.

In the period until 18 April 2029, the board of directors is authorized to increase the company's B share capital by contribution in kind, including as full or partial payment for the company's acquisition of an existing company or other assets, one or more times with up to a nominal total of DKK 10.000.000 without pre-emptive rights for the existing shareholders. The new B shares are issued at market price.

The board's authorizations according to § 3A, subsection 1-4, above can together be used to increase the share capital by a total of nominally DKK 20.000.000.

For newly subscribed shares in accordance with § 3A, it must also apply that they are negotiable instruments and are issued in name and must be noted in the owner's register, and that in the event of future increases in the share capital, the same right of pre-emption must apply as for the existing shares. The articles of association's provisions on shares must also apply. The board is authorized to determine the detailed conditions for capital increases in accordance with the above authorizations and to make any changes to the company's articles of association that may be necessary as a result of the board's use of the authorizations.

Section 3B

An increase in the share capital by cash contribution can only be done by increasing the A share capital and B share capital in the existing nominal ratio between the two share classes or by increasing only the B share capital.

When the A and B share capital is increased by cash contribution with pre-emptive rights for the existing shareholders, the shareholders have pre-emptive rights to the shares in the respective share classes in proportion to their share holdings in the relevant class. If the B share capital is increased by cash contribution with pre-emptive rights for the existing shareholders, all shareholders have pre-emptive rights to the new B shares in proportion to their total shareholding.

An increase in the share capital by contribution in kind, including as full or partial payment for the company's acquisition of an existing business or other assets or by conversion of debt, can only be done by increasing the B share capital.

§ 4

The shareholders shall not be obliged to let the company or others redeem their shares.

The shares are negotiable instruments. There are no restrictions on the transferability of the shares.

The shares must be registered and the owner must be listed in the register of owners.

The owner's book is kept by VP Securities A / S, CVR no. 21 59 93 36.

The shares are registered with and issued in paperless form through VP SECURITIES A / S, CVR no. 21 59 93 36. Dividends are paid through VP SECURITIES A / S and deposited in dividend accounts registered in VP SECURITIES A / S. Rights regarding the shares must be notified to VP SECURITIES A / S in accordance with the relevant rules.

The General Assembly

§ 5

The general meeting has, within the limits stipulated by law, the highest authority in all the company's affairs.

§ 6

The ordinary general meeting must be held in good time so that the approved annual report can be submitted to the Danish Business Authority, so that it is received by the agency before the expiry of the deadline in the Annual Accounts Act. The company's general meetings are held at the company's registered office or at Dronninglund Hotel, Dronninglund, Hotel Hjallerup Kro, Hjallerup, Hotel Søparken, Aabybro, Hotel Limfjorden, Thisted, Hotel Vildbjerg, Vildbjerg, Hotel Falken, Videbæk, Østergaards Hotel, Herning, Hotel Medi, Ikast, Hotel Vissenbjerg Storkro, Vissenbjerg, Hotel Menstrup Kro, Menstrup, Hotel Ringkøbing, Ringkøbing, Hotel Dagmar, Ribe, Hotel Vinhuset, Næstved, Hotel Phønix, Brønderslev, Hotel Årslev Kro v/Århus, Hotel Marina, Grenå, Hotel Norden, Haderslev, Hotel Nørherredhus, Nordborg, and Golf Hotel Viborg, Hotel Juelsminde Strand, Juelsminde, Hotel Ansgar, Esbjerg, Hotel Kryb i Ly Kro, Fredericia, Hotel Postgaarden, Fredericia, Hotel Bymose Hegn, Helsinge and Hotel Pejsegaarden, Brædstrup.

Extraordinary general meetings are held when the board of directors or auditor so requests. Extraordinary general meetings must also be held when required by shareholders who together own at least five percent of the share capital. Such a request must be made in writing to the Board of Directors, accompanied by a specific specified proposal for an agenda item. The Board of Directors convenes an extraordinary general meeting no later than two weeks after it has been requested.

All general meetings are convened by the Board of Directors with a minimum of 2 weeks and a maximum of 4 weeks' notice. The notice is published on the company's website. Notice is also sent to all shareholders listed in the register of shareholders who have submitted a request to this effect.

Every shareholder has the right to have a specific item discussed at the annual general meeting. Requests to this effect must be submitted in writing to the Board of Directors no later than six weeks before the general meeting is held.

The following information will be available on the company's website for a period of two weeks before a general meeting, including the date of the general meeting:

(a) The Notice

(b) Information on the total number of shares and votes on the date of the call

(d) The agenda and the full motions

(e) Voting forms per power of attorney or in writing by postal vote

The general meeting is chaired by a chairman elected by the board. The chairman decides all questions concerning the consideration of the agenda items, voting and the results thereof.

§ 6 A

All communication from the company to the shareholders, including convening of general meetings, can be done electronically via publication on the company's website (www.danske-hoteller.dk) or by e-mail. General announcements are made available on the company's website in accordance with law. Communication from shareholders to the company can be done by e-mail.

It is the individual shareholder's responsibility to ensure that the company has the shareholder's correct e-mail address. The company has no obligation to seek e-mail addresses corrected or to send messages in any other way.

The capital owners can find further information on the requirements for the systems used and on the procedure in connection with communication via e-mail on the company's website www.danske-hoteller.dk.

§ 7

The agenda for the annual general meeting must include:

1. The board's report on the company's operations in the past year.
2. Submission of annual report in revised form for approval
3. Decision on the use of profits or coverage of losses in accordance with the approved annual report
4. Election of members to the board
5. Election of auditor

§ 8

Each A share with a nominal value of DKK 10 gives the right to 10 votes, and each B share with a nominal value of DKK 10 gives the right to 1 vote.

A shareholder's right to attend a general meeting and to cast a vote is determined in relation to the shares held by the shareholder on the date of registration. The registration date is one week before the general meeting. The shareholder's possession of shares and votes is calculated on the registration date on the basis of the shareholder's ownership as noted in the owner's register and any notices thereof received for the purpose of entry in the owner's register.

A shareholder who is entitled to attend the general meeting who wishes to attend the general meeting must request an admission card no later than three days before its holding.

A shareholder can meet in person or by proxy, and both the shareholder and the proxy can meet with an adviser.

Voting rights may be exercised in accordance with a written and dated power of attorney in accordance with the relevant rules.

A shareholder who is entitled to attend a general meeting may also vote in writing by postal vote in accordance with the rules of the Danish Companies Act. Postal votes must be received by the company no later than the weekday before the general meeting. Letter votes cannot be revoked.

§ 9

All resolutions at the general meeting are passed by a simple majority of votes, unless the law or the articles of association prescribe otherwise.

The resolution of the general meeting to amend the articles of association is only valid if it is approved by at least two thirds of both the votes cast and of the voting share capital represented at the general meeting.

For decisions as specified in the Companies Act, section 107, subsection 2, however, it is required that these are approved by at least 9/10 parts of both the votes cast and of the share capital represented at the general meeting.

Board of Directors and Executive Board

§ 10

The board consists of 4-9 members elected by the general meeting.

The Board of Directors appoints an Executive Board consisting of one to five members to handle the day-to-day management of the company.

The board members elected by the general meeting are elected for one year at a time. Re-election may take place. The Board of Directors elects its own chairman from among its members.

drawing Rule

§ 11

The company is underwritten by the chairman of the board alone, by two members of the board jointly, by two directors jointly or by a director and a member of the board jointly.

Audit and Accounting Period

§ 12

The company's accounts are audited by a state authorized auditor elected by the general meeting. This is chosen for one year at a time. Reelection may take place.

The financial year is the calendar year.

Thus adopted at the ordinary general meeting on 18 April 2024.

On the board:

Erik Steen Sophus Falck (Chairman of the Board)
Hans Jensen (Vice-Chairman)
Nels Klavs Petersen
Ove Jorgensen
Dorte Brandt
Else Beth Trautner
Per Sønderup