Rates and accounting

Articles of Association for Havndal District Heating Amba

§ 1 Name and registered office

1.1 The name of the company is Havndal District Heating amba

1.2 The company’s registered office is Randers Municipality.

§ 2 Purpose and supply area

2.1 The company’s main purpose is to establish and operate a collective district heating supply for Havndal Fjernvarme amba municipally approved supply areas in accordance with legislation. The aim is to ensure a socio-economic, including environmentally friendly, use of energy for heating buildings and supplying hot water.

2.2 The company’s current income – as well as any proceeds from dissolution – can only be used for collective heating supply purposes.

2.3 The company may cooperate with other utility companies to carry out technical and administrative tasks.

2.4 The company’s supply area is determined by the company’s board of directors, taking into account the legislation in force at any given time as well as technical and economic conditions.

§ 3 Cooperative members/heat consumers

3.1 A natural or legal person may be admitted as a cooperative member if he or she is:

1. Owner of a separately registered property with independent meter/meters owned by the company.
2. Owner of an apartment when it has an independent meter owned by the company.
3. Cooperative housing owner, when the cooperative housing has an independent meter owned by the company.
4. Owner of building on leased land with independent meter/meters owned by the company.
5. An apartment association/cooperative housing association or a housing company that has, as a shared facility, an independent direct connection to the company’s wiring network with a meter owned by the company.
6. Owner of one of the above types of properties that is subject to the obligation to remain, but where the owner has chosen not to purchase district heating.

3.2 Anyone who meets the conditions stated in 3.1, and whose property/cooperative housing is located within the supply area, is entitled to be admitted as a cooperative member if the property is supplied with district heating, or has chosen not to purchase district heating, but is subject to an obligation to remain.

3.3 Delivery can also be made to tenants, i.e. anyone who is supplied with heat via a cooperative member. This can be, for example, the individual member of a cooperative housing association or condominium association, tenants in properties supplied with district heating, lessees, etc. Delivery can also be made to non-cooperative members, i.e. owners who do not wish to – or who due to their own circumstances – cannot be cooperative members.

3.4 Delivery to non-cooperative members and tenants is made on delivery terms that correspond to the terms that apply to cooperative members.

3.5 Co-op members, non-co-op members and tenants, etc. must respect the company’s current articles of association and the other terms and conditions for the supply of district heating that apply to the company at all times, including, for example, the Tariff Sheet and the Delivery and Installation Regulations for District Heating Supply prepared by the company’s board of directors.

3.6 When special circumstances apply, for example with regard to the building’s character and heating requirements, the board of directors may enter into special agreements regarding connection and heat supply.

§ 4 Cooperative capital, liability and financial responsibility of cooperative members

4.1. The company has no share capital.

In relation to third parties, the cooperative member is not personally liable for the company’s obligations.

No participation certificates are issued.

§ 5 Withdrawal conditions

5.1 Shareholders who joined before 1 January 2010

Shareholders who joined before January 1, 2010, may withdraw from the company with 18 months’ written notice before the end of a financial year.

Shareholders joined as of January 1, 2010

Shareholders who have joined as of January 1, 2010, may withdraw from the company with one month’s written notice to the end of a month, when five months have passed from the conclusion of the agreement.

However, withdrawal is at all times limited by legislation and decisions of public authorities.

5.2 At the time of withdrawal, the member undertakes to pay:

a) Amounts due according to the annual statement.

b) Any contributions due.

c) An amount to cover expenses for disconnecting the branch line at the distribution line, removing the meter and other things belonging to the company.

d) The company’s costs of any removal of the company’s pipes on the resigning party’s property, to the extent that such pipes only relate to the resigning party’s heating supply.

If it is not possible to transfer the capacity that has become available to new cooperative members, the following may also be charged:

e) A compensation for withdrawal. The compensation is calculated at the time of termination on the basis of the most recently reported price verification to the Danish Utilities Authority. The compensation is calculated as the withdrawing party’s share of the company’s total capital expenditure, less the depreciation that has been included in the prices.

The withdrawing member’s share of the company’s capital expenditure, less depreciation, is calculated on the basis of the withdrawing member’s share of the company’s total registered connection value or taxable area or volume or heating surface, etc. in the financial year prior to termination.

5.3 A withdrawing member is not entitled to any share of the company’s assets.

5.4 If the supply relationship ends, the company has the right, by further agreement, to leave the pipeline network in place and has continued access to operation, inspection and repair of it. If the remaining pipeline network causes significant and extensive obstacles to the use of the premises or land, and therefore an agreement cannot be reached, the expropriation rules in the Heat Supply Act may be applied.

§ 6 General Meeting

6.1 The general meeting is the company’s supreme authority.

6.2 The Annual General Meeting is held each year no later than 3 months after the end of the financial year.

6.3 The general meeting shall be convened with at least 14 days’ notice by separate notification to each individual member or by posting on the company’s website stating the agenda. The date of the general meeting and publication of the agenda shall be sent together with the annual report.

6.4 The agenda for the annual general meeting must include:

1. Election of conductor.
2. The Board of Directors’ report for the past financial year.
3. The audited annual report is presented for approval.
4. The budget calculated according to the price provisions of the Heat Supply Act for the current operating year is presented for information.
5. Presentation of investment plan for the coming year for information.
6. Proposal from the board of directors.
7. Proposals received from cooperative members/tenants.
8. Election of board members.
9. Election of alternate members to the board of directors.
10. Election of auditor.
11. Possibly.

6.5 At the general meeting, each cooperative member (or possibly co-owner) has one vote for each property/cooperative home that meets the conditions in § 3.1 and § 3.2, and which is registered in the BBR register with a contribution-obligatory area of ​​up to 1000 m². For each additional 1000 m² of contribution-obligatory area that has been started, the cooperative member has one additional vote. However, no cooperative member may cast more than 2 votes per registered property/cooperative home.

Two alternatives are provided for voting and delegation of votes for housing associations, etc.

Voting rights are limited to the number of votes allocated to the association.

For rental properties, cooperative housing associations, condominium associations and housing companies, the right to vote is exercised by the cooperative owner, unless he chooses to delegate the right to vote to the tenants. Delegation is only possible to tenants who have their own meters. However, no more votes can be delegated than the votes that the rental property, housing association, etc. has been allocated, but a maximum of 2 votes.

If the cooperative member chooses to delegate voting rights to the tenants, they are entitled to vote if the company receives a list of names from the cooperative member of the tenants who have been delegated voting rights no later than 8 days before the general meeting.

6.6 The right to vote may be exercised by written and dated proxy. No proxy holder may represent more than two principals.

6.7 It is a prerequisite for exercising voting rights that the cooperative member/tenant is not in arrears with any amount 8 days before the general meeting that the company has rightfully handed over to legal collection, and that there is no justified doubt about the district heating company’s claim for payment.

6.8 Decisions are made by simple majority vote without regard to the number of people present.

6.9 Amendments to the articles of association can only be decided by cooperative members.

Amendments to the articles of association require that at least half of the company’s shareholders are represented at the general meeting. In addition, the resolution must be adopted by at least 2/3 of the votes cast by the shareholders represented at the general meeting. If less than half of the shareholders are represented at the general meeting, and the proposal is adopted by 2/3 of the represented shareholders, the board of directors shall convene a new general meeting within 14 days. This general meeting must be held no later than 4 weeks after the date of the first general meeting, and proposals for amendments to the articles of association may then be adopted only by a simple majority of the shareholders present, regardless of the number of shareholders represented.

6.10 Amendments to the articles of association must, as long as the municipality has provided a guarantee for the company’s debt, be approved by the municipal council.

6.11 The Board of Directors of the Company is authorized to make such amendments to the Company’s Articles of Association as are necessary due to the requirements of public authorities, without having to follow the rules for amendments to the Articles of Association. The Board of Directors shall account for such amendments at the next general meeting.

6.12 Proposals to be considered at the annual general meeting must be received by the board of directors no later than 10 days before the general meeting. The board of directors is obliged to examine whether the proposals submitted are in accordance with applicable legislation.

6.13 The audited annual report, complete agenda and any proposals must be submitted to the company’s office no later than 8 days before the annual general meeting.

6.14 An extraordinary general meeting shall be held when the board of directors deems it necessary, or when at least 1/3 of the members request it in writing, accompanied by the proposals they wish to consider. An extraordinary general meeting shall be held within 4 weeks of receipt of the written request for the meeting.

6.15 All decisions must be entered in the company’s minutes of the meeting. The minutes of the meeting must always be signed by the chairman.

§7 Board of Directors

7.1 The company’s board of directors consists of 5-7 members elected by the general meeting, of which at least 5 members must be cooperative members.

In addition, the municipal council may appoint a board member if the municipality has provided a municipal guarantee for the company’s loan.

The company’s board of directors thus consists of a maximum of 8 members.

Board members are elected for 2 years at a time, but can be re-elected.

In odd years, 2-3 board members resign. In even years, 3-4 board members resign.

The board member appointed by the municipal council may be replaced by the municipal council at any time.

If the municipal council chooses not to appoint a board member, the number of board members will be reduced accordingly by one member.

7.2 Substitutes

At the annual general meeting, 2 alternates are elected for 1 year at a time.

Re-election may take place.

If a board member resigns from the board during the election period, for example if a board member loses his or her eligibility to be elected, the alternate member shall take over from the board in place of the departing member until the next annual general meeting, notwithstanding the provisions of § 7.1. The alternate members shall take over in the order in which they were elected .

7.3 Eligibility

Every cooperative member/heat consumer who has the right to vote, and every person affiliated with companies, institutions or the like who are cooperative members/heat consumers and have the right to vote, is eligible to be elected as a board member and alternate elected by the general meeting. The board of directors will finally decide any doubts about eligibility.

§ 8 The company’s management

8.1 The Board of Directors has the overall management of the company and all its affairs. The Board of Directors determines its own rules of procedure. The Board of Directors constitutes itself.

8.2 The Board of Directors has a quorum when more than half of all members are represented. The Board of Directors’ decisions are made by a simple majority of votes. In the event of a tie, the chairman’s vote is decisive.

8.3 Minutes from board meetings are entered in the company’s minutes, which are kept as a decision record.

8.4 The board of directors hires and dismisses the general manager and other senior staff and makes agreements on employment conditions, etc.

8.5 The company’s board of directors determines the tariffs taking into account the Danish Utilities Authority’s recommendations on cost-effective tariff setting.

8.6 The board of directors is authorized, in the name of the company, to raise loans, buy, sell and mortgage real estate and to carry out any other business and transaction concerning the company.

8.7 The board of directors may establish an executive committee from among the board of directors, which shall operate in accordance with rules of procedure. The board of directors may thereby delegate some of its powers to the executive committee.

8.8 The company is represented by 3 board members, one of whom must be the chairman.

8.9 The board of directors may grant power of attorney, single or collective.

§ 9 Accounting and auditing

9.1 The company’s financial year is from 01.07 to 30.06. The annual report is prepared taking into account the provisions of the law and good accounting practice.

9.2 The annual report is audited by a state-authorized or registered auditor elected by the general meeting.

§ 10 Dissolution of the company

10.1 A resolution to dissolve the company can only be adopted by the general meeting in accordance with the rules on amendments to the articles of association and otherwise in accordance with the legislation in force at any time.

10.2 If it is decided to dissolve the company, one or more liquidators must be elected at the general meeting where the decision is made to manage the dissolution.

10.3 Any profits from the dissolution shall be distributed among the members in proportion to their shares of the company’s non-consumption costs in the last financial year. No member may be paid an amount greater than the member’s capital.

Any surplus beyond this must be used for collective heating supply purposes.

Thus adopted at the founding general meeting in Havndal on September 16, 1992.

With amendments adopted at the annual general meeting on September 21, 2011 and at the extraordinary general meeting on October 12, 2011.

Latest changes adopted at the general meeting on February 19, 2025 and at the extraordinary general meeting on March 5, 2025.

On the board of directors

Birgitte Steffensen

Thomas Lundberg Hansen

Michael Frandsen

Jens Henrik Kop Jensen

Henrik Summer