Articles of Association

§ 1
The Foundation’s name

The foundation’s name is Olav Thon Stiftelsen.

The foundation’s English name is Olav Thon Foundation.

The foundation is domiciled in Norway.

§ 2
The Foundation’s objective

The foundation’s objective is:

  • To exercise stable and long-term ownership of Olav Thon Gruppen AS and its underlying organisations in accordance with the business management principles adopted by Olav Thon.
  • To award funds for public benefit purposes.

The foundation itself shall not undertake commercial activities.

§ 3
The Foundation’s initial capital

The foundation’s initial capital is NOK 15,000,000,000 – fifteen billion kroner.

The initial capital has been established as a gift from Olav Thon, and comprises all shares in Olav Thon Gruppen AS. The value of the gift beyond the initial capital comprises other equity.

The foundation may receive additional funds subject to board approval, and the board may determine that such funds shall be added to the initial capital.

§ 4
The Foundation’s Board of Directors

The board shall consist of 7 – seven – members. Two ranked deputy board members shall be elected.

The board shall elect and supplement itself. Re-elections are permitted.

Board members are elected by each board member ­being given the opportunity to nominate up to two candidates. The nominations shall be discussed at a board meeting before a decision is made at the subsequent board meeting. Elections shall be held in the second quarter of each year. Nominations and elections may only be undertaken at board meetings where all board members are present.

The usual term of office is three years. The terms of office shall be arranged so that around the same number of board members are up for election each year. If a board member’s office is terminated prior to the end of the term of office, the board shall hold a by-election for the remaining period of the outgoing board member’s term.

A board member shall vacate his/her post no later than at the election in the year in which the individual has been a board ­member for 12 years, or reaches the age of 75. However, the other board members may unanimously vote to extend ­the individual’s office for one year at a time, a maximum of three times.

The election and re-election of board members requires that at least four of the board members vote for the same candidate. Retiring, but not removed, board members participate in the election of new board members if possible. In the event of re-election, the nominated board member does not have voting rights.

The board appoints its chairman and deputy chairman, each with a term of office of three years. Re-election is permitted, but no individual may act as the chairman of the board for more than six years. However, the other board m­embers may unanimously vote to extend the individual’s office for one year at a time, a maximum of three times.

The board shall be composed with the aim of ensuring the best possible management and execution of the foundation’s objective. The majority of the board members and the chairman of the board shall be Norwegian citiz­ens.

Persons who, by virtue of their affiliation to an organisation that may be regarded as a direct or indirect competitor of the Olav Thon Group’s activities, may not be members of the board, unless the other board members unanimously grant a dispensation. Members of management within Olav Thon Group may be members of the foundation’s board.

The board may remove board members who substantially neglect their duties during the execution of their office, who reveal themselves to be clearly unsuitable, or who do not fulfil the requirements for being a board member as outlined in the Norwegian Foundations Act. Such decisions require unanimity among the other board members.

As long as he has legal capacity, the election, re-election and ­removal of the board members, chairman and deputy chairman rests with Olav Thon. Board members appointed by him shall be able to be re­-elected regardless of the articles’ provisions regarding the total maximum term of office and age limit.

§ 5
Duties, proceedings and quorum of the Board of Directors

The board of directors is the foundation’s most senior body.

Management of the foundation falls to the board. The board shall:

  • Exercise ownership of Olav Thon Gruppen AS in accordance with the articles, including the appointment of the board of directors.
  • Manage allocations for public benefit purposes in accordance with the articles.
  • Manage the foundation’s capital in accordance with the articles.

The board shall establish rules of procedure and undertake its work in accordance with these.

The board may appoint a general manager, and if so, shall specify instructions for this role.

The board shall prepare an annual report, which shall be made public in a form selected by the board no later than on 29 June each year.

The board shall set the amount for the directors’ remuneration, which shall be reasonable relative to the office’s workload and responsibilities, as well as consistent with the tradition that applies for the remuneration of honorary posts in the Olav Thon Group.

The board convenes as directed by the chairman, or when a board member or the general manager submits a request regarding this.

The board is quorate when two thirds of the foundation-appointed members participate in the board’s proceedings, unless otherwise is specified in the articles. However, the board may not adopt a resolution unless all members of the board have been given the opportunity to participate in the proceedings as far as possible. If board members are unable to attend, deputy members shall be invited in ranked order.

The board should strive to make unanimous decisions. If unanimous agreement is not reached, the majority vote applies, unless otherwise is specifically specified in the articles.

§ 6
Exercisinf of ownership of Thon Gruppen AS and underlying organisations (The Group)

In exercising its ownership of the group, the board shall ensure that the group is developed in line with the values, attitudes and ideas Olav Thon has adhered to and used as the basis for his business management pra­ctices.

The foundation shall maintain 100 % ownership of the shares in Olav Thon Gruppen AS.

The shares in Olav Thon Gruppen AS may not be pledged or assigned for hedging purposes.

Olav Thon Gruppen AS shall be domi­ciled in Norway.

Real estate shall comprise the group’s largest business area, and a significant portion of this business shall take place in Norway. Ownership within other busines­s areas shall be long-term, but also able to be developed in a natural manner. The group must also be able to undertake activities in new business areas in line with developments within society and the group.

The largest possible growth in real earnings shall be adhered to as a long-term goal. Growth shall be emphasised, but subordinate to the requirement that the group shall have an unconditional strong financial position at all times.

By virtue of its ownership or other grounds, Olav Thon Gruppen AS shall have a controlling interes­t in the majority of the underlying organisations at all times.

Olav Thon Gruppen AS shall undertake sufficient allocations to cover the financing of the foundation’s operation, including an operating reserve. Allocations for the financing of the foundation’s support for public benefit pur­poses shall be subordinate to the requirement that the group shall have an unconditional strong financial position at all times.

The board shall present proposed rules of procedure to the board of Olav Thon Gruppen AS.

The majority of the board members of Olav Thon Gruppen AS shall be elected from among the foundation’s board members. The chairman of the board of the foundation may be elected as the chairman of the board of Olav Thon Gruppen AS.

§ 7
Funding for public benefit purposes

a. Funding may be awarded for purposes within the fields of mathematics, the natural sciences and medicine. As a part of the funds that the board makes available for this purpose, the following prizes may be awarded:

  • Up to ten awards of NOK 500,000 – five hundred thousand kroner – each may be provided to Norwegian and overseas academic researchers for excellence in the teaching of students within the fields of mathematics, the natural sciences and medicine at Norwegian educational institutions. Funding may also be allocated to research projects, provided that the acquired knowledge is disseminated at Norwegian educational institutions. The board shall appoint a professional council of three members, selected from members of the Norwegian Academy of Science and Letters, who will make recommendations regarding the awards to the board. The council shall be composed of members from a broad range of disciplines within the fields of mathematics, the natural sciences and medicine.
  • An international prize of NOK 5,000,000 – five million kroner – may be awarded for outstanding research within the fields of mathematics, the natural sciences and medicine. The board of directors shall appoint a professional council of three members, who will make recommendations regarding the award to the board. The head of the council will be selected from the members of the Norwegian Academy of Science and Letters. Other members shall be selected alternately from among members of the other Nordic academies of science. The award is not limited to the Nordic countries. The board may provide additional guidelines for the award.

b. Funding may be provided for public benefit purposes in Norway.

c. Funding may be provided for the procurement/construction of real estate for use in public benefit purposes.

d. Funding may be provided to Olav Thons Legat, provided that this foundation has public benefit purposes.

Funding may not be provided for political or religious purposes.

The board determines the scope of the annual funding to be awarded.

The total funding for a single calendar year shall have an upper limit of NOK 50,000,000 – fifty million kroner. For individual years, under exceptional circumstances, the board may increase this sum to NOK 100,000,000 – one hundred million kroner. Such decisions require unanimity among the foundation-appointed board members.

Funding for public benefit purposes shall be awarded in accordance with detailed guidelines provided by Olav Thon. The board is otherwise free to determine the purposes for which funding shall be awarded at any given time, and the manner in which the funding shall be provided.

§ 8
Asset management

The foundation may accumulate a liquidity reserve as security for the foundation’s operation. The assets may be invested in promissory note loans to companies in the Olav Thon Group, bank deposits, shares in securities funds and listed interest-bearing securities.

Asset ­management shall be undertaken in accordance with the agreement with the unit within the Olav Thon Group that is responsible for financial management.

The foundation may not undertake the borrowing of funds, incur pledges or guarantee commitments, or pledge the foundation’s assets as security. The foundation may, if necessary, take up short-term unsecured operating credit.

The real value of the foundation’s total equity should not be reduced over time.

§ 9
Representation

The chairman of the board together with two board members, or the deputy chairman of the board together with two board members, may sign on behalf of the foundation.

§ 10
Audit

The foundation shall have a state-authorised auditor, appointed by the board.

In order to ensure independence, the auditing firm shall be changed at least every eighth year.

§ 11
Amendments to the articles, dissolution

The board may adopt amendments to the articles within the limits stipulated by legislation at any given time. Such decisions require unanimity among the foundation-appointed board members. In such cases, the board is only quorate if all members participate in the proceedings.

If the foundation is unable to fulfil its objectives, in the event of dissolution the foundation’s funds sha­ll fall to purposes within the fields of mathematics and the natural sciences.

 

The articles of association were adopted at the foundation meeting of 10 December 2013, and last amended on 25 November 2014.