Trust deed

Non-committal Summary of the Trust Deed for the Hempel Foundation

Objective

The Hempel Foundation is a commercial foundation and its primary objective is to secure and reinforce the financial platform for the continued existence and development of the businesses carried out by Hempel A/S and its affiliates on a commercially and financially sound basis.

Appropriation of profits

To the extent that the Foundation’s primary objective as described above is attained, the Foundation may use its profits to support cultural, social, humanitarian, scientific, artistic and other purposes for the common good. The Board of Trustees may disburse the funds available without regard to any application for funds that may have been submitted. No person shall be entitled to bring a claim for a grant from the Foundation before the courts. The Board of Trustees alone shall decide how the Foundation's funds are to be disbursed.

The Board of Trustees shall determine the funds annually available for disbursement in accordance with the above provision and with due regard to the Foundation's primary objective, including the investments necessary to consolidate the Foundation and the Hempel Group and to protect their earnings. The Board of Trustees is not obliged to disburse all funds available each year, but may decide to carry forward surplus funds to next year or to allocate them to the Foundation's base capital.

Capital

The Foundation's capital consists of the shares of Hempel Holding A/S which company is the sole owner of Hempel A/S. The Foundation holds the following shares of the Company:

Hempel Holding A/S                DKK 115,000,000 (nominal value)

The capital base of the Foundation is DKK 35,000,000. The capital base is paid up by transfer from reserves.

The Foundation shall as owner of Hempel Holding A/S at all times ensure that the bylaws of Hempel Holding A/S requires Hempel Holding A/S to hold a minimum of 51% of the shares and the voting rights in Hempel A/S.

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

The shares forming the capital base of the Foundation and the name of J.C. Hempel and its registered trademark – the shipmaster in the lifebuoy – may not be sold, pledged, used as security for a loan or otherwise subjected to any transactions or dispositions whatsoever for as long as the Foundation exists.

The foregoing is 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 decide to dispose of the said shares in whole or in part as part of a merger or other amalgamation or joint venture 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.

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 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 be persons who do not sit on the Board of Directors of the Company. 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 shall be elected for a term of three years (unless the provisions on age limits provide 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 term of office has not expired shall 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, and the remaining Self-elective Members shall elect the new members of the Board of Trustees. In case of equality of votes, the Chairman shall have a casting vote. Any employee representatives on the Board of Trustees shall be elected in accordance with the statutory rules applicable.

The Self-elective Members shall begin or retire from office (as the case may be) at the meeting of the Board of Trustees held when the annual report and accounts for the preceding year are presented, which meeting shall take place before the end of May.

The Self-elective Members of the Board of Trustees are subject to an age limit of 70, which means that they shall retire when the annual report and accounts are presented for the financial year in which the Self-elective Member attains the age of 70.

In extraordinary cases where it must be deemed vital to the Foundation and the Hempel Group, the Self-elective Members may by unanimous resolution decide that a Self-elective Member who should have retired due to age may be re-elected for a term of one year. However, such Self-elective member shall be obliged to retire absolutely when the annual report and accounts are presented for the calendar year in which he attains the age of 75.

The Board of Trustees shall hold at least three meetings each year, of which two meetings shall be held as soon as practicable after the dates when the interim accounts and the annual report and accounts of the Foundation are available.

Power to bind the Foundation

The Foundation shall be 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.

Audit and accounts

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

An audited copy of the Foundation's annual report and accounts shall be presented at the annual meeting of the Foundation, which must be held before the end of May.

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