Statutes of IØ

(Approved on 23 February 1998 by the Danish Minister of Foreign Affairs)

The Investment Fund for Central and Eastern Europe (IØ) is a self-governing institution founded pursuant to Section 2 (1) of Act no. 828 of 19 December 1989 on the support to Danish investments in Central and Eastern Europe. The statutes have been drawn up in pursuance of Section 2 (5) of the Act.

The Fund's legal status is that of an independent, self-governing legal entity which is limited in its liability to the extent of its net worth only.

§ 1
The objective of the Fund is to boost economic cooperation between Denmark and the reformist Central and Eastern European countries for the benefit of both the overall East/West relationship as well as Danish business and employment.

§ 2
The Fund may grant support to Danish investments in Central and Eastern Europe through subscription for shares, financing of feasibility studies and other entrepreneurial activities, lending, granting of guarantees and sureties, training, consultancy and other measures that the Board of Directors ("the Board") may deem necessary to promote the objectives of the Fund.

§ 3
The Fund shall, in due consideration of the interests of Central and Eastern Europe and the special terms applying to investments in such countries, act in accordance with commercial principles and in close cooperation with the private business sector.

§ 4
The Fund's activities should serve as a catalyst to the effect that the Fund’s participation terminates at a time when the companies in Central and Eastern Europe, in which the Fund invests, would normally have been duly consolidated.

§ 5
The Fund should seek agreement on a Danish legal venue and should maintain that any action filed should be settled in accordance with Danish law.

§ 6
Pursuant to Section 2 (2) of the Danish Act no. 828 of 19 December 1989 on the support to Danish investments in Central and Eastern Europe, the Danish government may grant subsidies to the Fund's activities. In addition, the Fund may receive contributions from commercial organisations, companies or private individuals in the form of cash contributions or guarantee capital. Furthermore, the Fund shall earn income in the form of interest, dividends, premium, etc. generated by the Fund in connection with its activities.

The Fund’s resources that have not immediately been utilised in accordance with the objectives of the Fund shall be invested as deemed appropriate by the Board in due consideration of profitability, liquidity and safety.

Expenses relating to the Fund’s administration, including emoluments to members of the Board, the managing director's salary and the auditor's remuneration, shall be covered by the Fund.

§ 7
Within its business, the Fund will be entitled to cooperate with other investment or financial institutions, including institutions abroad. Furthermore, the Fund shall be entitled to raise loans, accept deposits and in any other manner within the framework stipulated by the Board enter into financing agreements related to the projects.

§ 8
The Fund shall be managed by a Board of Directors of up to 10 members who are appointed by the Danish Minister of Foreign Affairs, who shall also appoint the chairman and vice chairman among the members.

The members of the Board shall be appointed for a period of 3 consecutive years.

The Board shall adopt rules of procedure for its activities and a job description for the managing director.

The members of the Board shall receive emoluments as stipulated by the minister.

§ 9
The Fund's day-to-day management and administration shall be carried out jointly with the Industrialisation Fund for Developing Countries (IFU). The specific terms governing this cooperation shall be laid down in an administration agreement signed by the Boards of IFU and IØ.

§ 10
The Fund's operations shall be managed by a managing director, who shall be appointed by the Danish Minister of Foreign Affairs. The managing director shall participate in board meetings, but shall have no voting right.

The managing director's position shall, with a few exceptions rendered necessary as a result of the special conditions governing the Fund, be similar to that of a managing director in a limited liability company with sole powers of procuration.

The managing director shall be obliged to notify the Board prior to undertaking any other salaried employment which is not of a temporary nature, to entering into business or commercial activity or prior to joining the board of companies having a commercial purpose. In case the Board finds that such employment or acquisition of such rights will prove a hindrance to the conscientious performance of his duties as managing director of the Fund as well as to the respect and confidence required to fill such a position, the Board may order the managing director to refrain from undertaking such employment or office.

§ 11
Each year the Board shall submit to the Danish Minister of Foreign Affairs a report and the financial accounts concerning the Fund's activities. The Fund's financial year shall be the calendar year.

Following the Board's recommendation, the minister shall appoint a state-authorised public accountant in an accounting firm of international experience. The appointed auditor shall review and endorse the accounts and furnish them with an audit report.

The auditor shall be appointed for a period of one year. Unless the Board resolves otherwise, the period may, however, be prolonged automatically for another year.

The Office of the Auditor General may on its own initiative or at the request of the Public Accounts Committee institute investigations in accordance with the Danish Auditor General Act on accounts submitted by the Fund. For such investigations the Auditor General shall have access to the Fund's accounting documents, etc. in accordance with Sections 12 and 13 of the Danish Auditor General Act.

§ 12
The Act on Public Access to Documents in Administrative Files shall not apply to the Fund.

§ 13
In the event that the Fund terminates its activities, the net assets shall revert to the State.

§ 14
Any amendments to the statutes may be made by the Danish Minister of Foreign Affairs upon recommendation by the Board.