CVR-No. 83648813

2.1

It shall be emphasised that the Foundation may never:

1. Carry out payment of dividend or the repayment of the Foundation’s funds to the founder or this person’s descendants
2. Operate independent business activities with the Foundation as personally liable owner.

1. Basic capital as at 31 December 2001 in the amount of DKK 505,000,000.00, writing five hundred and five million Danish Kroner (DKK) 00/000.
2. The Basic Capital is established by
   1.  payment of a sum of DKK 100,000 to the Foundation on May 19, 1975 in accordance with a the same day by the founder Poul Due Jensen created gift letter,
   2. the transfer of DKK 204,900,000 on August 12, 1993 from the Foundation’s Available Capital to the Foundation’s Basic Capital,
   3. the transfer of DKK 35,000,000 on August 21, 1995 from the Foundation’s Available Capital to the Foundation’s Basic Capital,
   4. the transfer of DKK 35,000,000 on August 21, 1996 from the Foundation’s Available Capital to the Foundation’s Basic Capital
   5. transfer of DKK 30,000,000 on August 22, 1997 from the Foundation’s Available Capital to the Foundation’s Basic Capital
   6. the transfer of DKK 25,000,000 on March 26, 1998 from the Foundation’s Available Capital to the Founda-tion’s Basic Capital
   7. the transfer of DKK 25,000,000 on April 14, 1999 from the Foundation’s Available Capital to the Foundation’s Basic Capital
   8. the transfer of DKK 15,000,000 on April 4, 2000 from the Foundation’s Available Capital to the Foundations Basic Capital,
   9. the transfer of DKK 20,000,000 April 5, 2001 from the Foundation’s Available Capital to the Foundation’s Basic Capital and
   10. the transfer of DKK 115,000,000 on April 9, 2002 from the Founda-tion’s Available Capital to the Foundation’s Basic Capital.
3. That which may accrue to the Foundation at a later time in the form of inheritance or endowment shall be transferred to the basic capital, in as far as this is determined by the testator or the donor of the amount in question. It may also be decided by the testator or donor that interest and dividend arising from such amounts shall be attributed to the basic capital.
4. Any amounts, which the Board of Directors decides to transfer to the basic capital in connection with the transfer from reserves or profits.

6.2

The Foundation’s Board of Directors shall consist of eight persons. The Board of Directors shall be self-elective. In addition, the employees of the Grundfos Group may in accordance with the Act on Commercial Foundations be entitled to representation on the Board of Directors of the foundation. The Board of Directors consists in this case of the following groups: The founder’s descendant’s et al. (Section 8B), external members of the Board of Directors (section 8C) and employee representatives (Act on Commercial Foundations).With the exception stated below, each member of the board shall be elected for a period of 4 years and may be re-elected.No person may be a member of the Board of Directors after having turned seventy years of age. Dispensation may, however, be given for a period of two years at a time, provided that a majority of the remainder of the Board of Directors vote in favour hereof.The children of the founder, Niels Due Jensen, Estrid Due Hesselholt and Ingermarie Due Nielsen, shall have the right to sit in the Foundation’s Board of Directors as long as they wish, though only until they reach the age of 70. They may, however, subsequently be re-elected for a period of two years at a time, provided that a majority of the remainder of the Board of Directors vote in favour hereof.All members of the board of directors shall have full legal capacity and may not be deprived of the right to dispose of their estate.When electing and re-electing members for the Board of Directors of the Foundation, a formal, thorough and transparent process must be adopted for the selection and nomination of candidates. In this connection, it must be assessed and determined which competencies the Board of Directors is to possess in order to manage the tasks for which the Board of Directors is responsible.At least three members of the Board of Directors shall be Danish citizens.

All voting on the election of persons to the Board of Directors or for the election of the Chairman and Deputy Chairman shall, regardless of whether a wish for this is expressed, be made in writing. With the exception of the election of Chairman and Deputy Chairman, no member of the Board of Directors shall take part in an election concerning him- or herself.

The rotation of elections shall be laid down by the drawing of lots at the next meeting of the Foundation following the adoption of the change to the charter.

In accordance with the wishes of the founder, it shall be the aim to have four of his descendants on the Board of Directors.Either descendants or descendants’ spouses may be elected as members, but not both. The descendants may as alternative elect persons who are not descendants or a spouse of a descendent.Should more candidates be nominated by the founder’s descendants than there are seats up for election, the Board of Directors shall by ordinary majority vote select which of the candidates nominated are to be elected to the Board of Directors.The Board of Directors should principally select candidates with commercial insight and specialist insight into the fields in which Grundfos carries out business activities.If at an election the founder’s descendants do not nominate a candidate, the Board of Directors shall elect a member by ordinary majority vote and this member shall meet the conditions stated in category C.If the descendants omit to nominate a candidate for a vacant directorship, it will first be possible to renominate a candidate to this particular position following the end of the four-year period.

Four members of the Foundation’s Board of Directors shall be elected for each four-year period.

If more than one candidate is nominated at an election, the election shall be carried out by a simple majority of votes among the members of the Board of Directors of the Foundation.

For directorships in this category, only persons possessing a highly qualified technical and/or financial and/or sales and/or general management background shall be nominated. Members of the Board of Directors must not be employed in the day-to-day management of the Grundfos Group.

9.1

9.2

1. Information on the most recent financial year
2. Approval or rejection of the financial statements
3. The Group Board of Directors’ account of the Grundfos Group
4. Resolution on the appropriation of profit, including for distribution, or covering of loss
5. Any election or re-election of members of the Board of Directors
6. Election of the Chairman and Deputy Chairman of the Board of Directors
7. Determination of remuneration to be paid to board members for the previous financial year
8. Election of an auditor or auditors
9. Any other business

14.1

• Sustainable
• Open and trustworthy
• Focused on people
• Independent
• Partnership
• Relentlessly ambitious

The Board of Directors specify the set of values in an appendix to the rules of procedure of the Board of Directors. Grundfos Holding A/S must annually report on the Group companies’ compliance with the set of values.