Articles of Association for Eyrir Invest hf.

Transcription

1 Articles of Association for Eyrir Invest hf. Art. 1 The Company is a public limited company. The name of the Company is Eyrir Invest hf. Art. 2 The Company is domiciled at Skólavörðustígur 13 in Reykjavik. Art. 3 The objective of the Company is the ownership, purchase and transaction of shares, interests in companies, other securities and any other financial values. Art. 4 The share capital of the Company are divided into two classes. The share capital in class A amounts to ISK 1,008,681,220 (one thousand and eight million six hundred eighty one thousand two hundred and twenty Icelandic kronas) The share capital in class B amounts to ISK (one hundred and seven million six hundred and thirty thousand seven hundred sixty nine Icelandic kronas) Nominal value of each share is 1 ISK (one Icelandic krona). Art. 5 The Company s capital stock may be raised with the approval of a shareholders meeting with the same amount of votes as needed to amend these Articles. Shareholders have the preemptive right of purchase of all new shares in their share categories in equal proportion to their holdings. Only a shareholders meeting may approve the reduction of share capital. The Board of Directors may decide to register the share capital of the Company in foreign currency in accordance with the applicable law on Limited Companies. If the Board of Directors decides to use this authorization, the share capital of the Company shall be registered in Euros. The Company s Board of Directors is authorized to establish capital stock in euros in lieu of Icelandic króna, in accordance with paragraph 4, Article 1, of Act no. 2/1995, on Limited Companies. Share conversion shall be conducted according to stipulations for financial statements in Act no. 3/2006, as per paragraph 5, Article 1, of Act no. 2/1995 regarding Limited Companies. Furthermore, the Board of Directors shall also be authorized to make necessary changes to the Company s Articles of Association resulting from the issue, including changing those amounts that appear in Articles 4 and 5 of the Company s Articles of Association regarding the change, with the same method of conversion. An Extraordinary Shareholders Meeting of Eyrir Invest hf., held on 21 December 2012, agreed to authorize the Board of Directors to increase the Company s share capital in one or more phases by up to 231,000,000 shares by issuing a new B class of shares. On 15 February 107,630,769 shares in B class were issued. The shareholders waive their preemptive rights to the new shares. The Board of Directors is authorized to determine more specifically how this increase will be

2 executed, with reference to setup of the sale, price and terms of payments in each instance. The Board of Directors shall determine the nominal value and price of the new shares, time limit for subscription and payment, the subscription shall be in accordance with the stipulation of the Company s Articles of Association and chapter V of the Act on Limited Companys. There shall be no restrictions in trading the new shares. The new shares shall grant rights in the Company from the date of registration of the new shares. The Board of Directors shall apply this authorization in one or more phases within five years from the date it was granted. See further Articles 24 and 25. The Annual General Meeting of Eyrir Invest hf., held on 29 April 2014, agreed to authorize the Board of Directors to increase the Company s share capital in one or more phases by up to 100,000,000 shares in class A. The shareholders waive their preemptive rights to the new shares. The Board of Directors is authorized to determine the amount of issued shares, time limit for subscription, price and terms of payments in compliance with the Company s Articles of Association and Chapter 5 of the Act on Limited Companies. No restraints are on trading of the new shares. The new shares grant rigths in the Company as of the registration date of the share increase. The authorization to increase class A shares is valid, in whole or in parts, for two years from the date it was granted. Art. 6 The Company s shares are registered electronically in accordance with Act no. 131/1997 on electronic registration of rights of title to securities. Shareholders registry in accordance with Act no. 131/1997 on electronic registration of rights of title to securities is a fully valid proof of ownership of shares in the Company. Dividends on any given time as well as all notifications shall be sent to the party registered as owner of the relevant share in the Company s shareholders registry. Art. 7 Change of ownership of electronically registered shares and its execution shall be in accordance with Act no. 131/1997 on electronic registration of securities and rules issued on the basis of that Act. Art. 8 The Company may not grant credit against its shares. The Company is authorized to purchase its own shares to the limit permitted by law. It is not permissible to cast votes for the shares owned by the Company itself. The Annual General meeting of Eyrir Invest hf., held on 29 April 2014, agrees to grant the Board of Directors of the Company authorization to acquire its own shares. The Company is authorized to acquire up to 10% of total shares in the Company. The Board of Directors is authorized to acquire the shares in one or more phases. The purchase price per share shall not be higher than internal value and not lower that 50% of internal value based on the Company s latest financial statements. The Board of Directors shall apply this authorization in one or more phases within two years from the date it was granted. Art. 9 A shareholder is not responsible for the Company s liabilities in excess of his holding in the Company.

3 Art. 10 The supreme power of the Company s affairs is vested in lawful shareholders meetings. Art. 11 An Annual General Meeting shall be held before the end of August each year. Extraordinary General Meetings shall be held in accordance with the decision of the Board of Directors or upon the request of auditors or shareholders controlling a minimum of one twentieth of the share capital in the Company. The request shall be in writing and shall specify the agenda, a meeting shall then be called within fourteen days. In case the Board of Directors fails to call a meeting notwithstanding receipt of such request, the shareholder may seek the support of the Register of Companies in accordance with Article 87 of the Act on Limited Companies. Art. 12 The Company s Board of Directors shall call shareholders meetings by a notice to each shareholder by a letter or an . An Annual General Meeting shall be called with a minimum advance notice of fourteen days, but an Extraordinary Meeting with a minimum advance notice of seven days. The call shall contain the agenda for the meeting. A shareholders meeting is lawful if it is lawfully convened and there are present shareholders or their representatives controlling at least half of the total share capital in the Company. If a shareholders meeting becomes unlawful on those grounds a new meeting shall be convened within a month with an advance notice of seven days. Such a meeting is lawful to discuss the matters on the agenda for the earlier meeting if two or more shareholders or their representatives are present and they hold at least 1/5 of total shares in the Company. Art. 13 One vote attaches to each 1 ISK (one krona) of share capital in class A. Shareholders may by means of Power of Attorney in writing grant representatives authority to attend shareholders meetings and wield their voting right. The B shares are generally without voting rights. If changes are to be made on the Articles of Association relating to increase or decrease in B shares, changes relating to the Company s dividend policy or other changes related to the rights of owners of B shares, the approval of shareholders representing at least 2/3 of B shares present is required. Decisions at shareholders meetings shall be taken by majority vote unless otherwise provided by law or the present Articles. The approval of all shareholders is required for the following purposes: 1. To obligate shareholders to contribute funds for Company needs in excess of their obligations. 2. To limit the authority of shareholders in disposing of their shares. 3. To significantly amend the object of the Company. 4. To amend provision of the Articles regarding each shareholder s share in the Company or their equality.

4 Proposals for the amendment of the Articles or the Company s merging with other Companies or enterprises may not be tabled at meetings unless duly notified in the call to the meeting. Art. 14 The following matters shall be taken for consideration at Annual General Meetings: 1. The Company s Board of Directors shall report on the Company s status and operations during the immediate past year. 2. The Company s balance sheet and income statement for the past year of operations along with comments of the Company s auditors or surveyors shall be submitted for approval. 3. The Company s Board of Directors shall be elected as well as auditors or surveyors. 4. A decision shall be adopted as to the disposal of profit or loss and on the issuance of dividends and contributions to reserves. 5. A decision shall be adopted on remuneration to members of the Board of Directors and the surveyors for their work during the year of operations. 6. The proposal of the Board of Directors on the Company s Remuneration Policy. 7. Debates and voting on other matters lawfully tabled. Art. 15 A Record of Minutes shall be kept and therein entered that which occurs at shareholders meetings. Art. 16 The Board of Directors of the Company shall consist of five to seven members elected at an Annual General Meeting for a year at a time. The Company s Board of Directors directs the Company s entire affairs between shareholders meetings and will safeguard its interests vis-a-vis third parties. The signature of the majority of Board Members will bind the Company. Board Meetings are lawful if attended by a majority of the Board. Decisions shall be taken by majority vote. If votes fall even the vote of the Chairman will be the deciding vote. Minutes of Board Meetings shall be recorded. If the shareholders are four or fewer a decision can be taken that the Board consists of three persons, and then at least one person shall be elected as a Deputy Member of the Board of Directors. Art. 17 If the Board of Directors consists of more than one member it shall allocate tasks among themselves. Meetings of the Board shall be called by the Chairman. Any member of the Board may request a meeting of the Board. The Executive Director has the same right. The Board of Directors shall establish its own rules of procedure regarding further details of the performance of its duties. Art. 18 The Company s Board of Directors engages one to three Managing Directors and determines their terms. The Board will also grant Power of Procuration of the Company.

5 The Managing Directors undertake the management of the Company s daily operations and represent the Company in all matters which pertain to ordinary operations. They arrange for accounting and the hiring of personnel. The Managing Directors shall grant Directors and auditors or surveyors all information they may request concerning the operation of the Company which has to be granted according to law. Art. 19 At the Company s Annual General Meeting one or more accountants or surveyors shall be elected as well as substitutes. They shall investigate the Company s accounts for each year of operation and submit their conclusions to the Annual General Meeting. Auditors or surveyors may not be elected from among the Company s Directors or personnel. Art. 20 The operational and fiscal year is the calendar year. The annual and semi-annual financial statements of the Company shall be publicly available. Art. 21 No privileges are attached to the shares in the Company. The Shareholder shall not be subject to redemption of his shares except as prescribed by law. Art. 22 The present Articles of Association may be amended at a lawful Annual General Meeting or an Extraordinary Meeting with 2/3 of the votes cast as well as with approval of shareholders controlling 2/3 of the share capital in the Company represented by votes at the meeting, provided that an alternative number of votes be not stipulated in the Articles or by law, cf. Article 93 of the Act on Limited Companies. Changes in the Articles of Association relating to the rights of shareholders holding B shares are addressed in the second paragraph of Art. 13 of these Articles of Association. Art. 23 A motion relating to dissolution and administration of the Company shall be proceeded with in the same manner as amendments to the present Articles of Association. The votes of shareholders controlling 2/3 of the Company s total share capital are required in order that a decision of dissolution be valid. A shareholders meeting having made a lawful decision about dissolution or administration of the Company shall also decide upon the disposal of assets and the settlement of liabilities. Art. 24 It is the Company s policy to pay shareholders annually dividend amounting to 0-25% of yearly profits according to audited financial statements. Shareholders in class B have priority to dividend over shareholders in class A until shareholders in class B have received dividend amounting to 2,60 ISK per share on a yearly basis starting on 1 February 2013 and 3,90 ISK per share starting on 1 February More specifically the priority of shareholders in class B shall be calculated in accordance to the following formula until and including 31 January 2018, taking into account any dividend payments that may have been paid each

6 year (to avoid any doubt, the formula does not apply after the first dividend payment has occurred): where; AG = ((1+10%)^(TB / 360) 1) x (NV x ÁG) AG represents aggregated priority right to dividend NV represents nominal value of shares in class B ÁG represents subscription price, i.e. the price paid to the Company for one class B share at the time of issuance TB represents the number of days as from 1 February 2013 until the day the dividend payment is calculated based upon 360 days in a year. For clarification, if at a specific date all accrued accumulated priority right to dividend payments for class B is paid to shareholders, then TB represents the number of days as of that date. As of 1 February 2018 the priority to dividend of shareholders in class B, see above, shall be calculated in accordance to the following formula, taking into account dividends that may have been paid each year after that time: where; AG = ((1 + 15%)^(TBS / 360) 1) x (( NV x ÁG ) + ÓA) AG represents aggregated priority right to dividend. 1 TBS represents the number of days as of 1 February 2018 until the day that dividend is calculated based upon 360 days in a year. For clarification, if at a specific date all accrued accumulated priority right to dividend payments for calss B is paid to shareholders, then TBS represents the number of days as of that date. NV represents nominal value of shares in class B. ÁG represents subscription price, i.e. the price paid to the Company for one B class shares at the time of issuance. ÓA represents unsettled compounded priority right to dividends in ISK, that a shareholder of a particular share in class B has a priority right to at the beginning. 2 When shareholders in class B have at any given time been paid in full their priority right to dividend in accordance with the above-mentioned, then shareholders in class A shall, in relation to dividend that may be paid at that time in excess of priority right shareholders in class B, have a right to dividend payments until shareholders in class A have been paid dividend that amounts to ISK 2,60 per share on a yearly basis as of 1 February 2013 and ISK 3,90 per share as of 1 February When shareholders in classes A and B have at any given time been paid in full their priority right to dividends in accordance with the above-mentioned, then the Company is not authorized according to this Articles of Association to pay further dividends to shareholders in classes A and B. Dividends to shareholders in class B must be paid in cash unless clauses in Art. 25 of these Articles of Association apply. 1 To avoid any misunderstanding, the reference is to aggregated priority right as of 1 February 2018 in accordance with the beginning of this paragraph. 2 To avoid any misunderstanding, the referece is to aggregated priority right as of 1 February 2018 in accordance with the beginng of this paragraph.

7 See further appendix 1.a to these Articles of Association. Art. 25 Shareholders in class B can at any time demand that the Company convert all, not a part, of the holdings of that particular shareholder class B shares into class A shares. A shareholder in class B that intends to use this right to convert the shares, shall send a written notice thereof to the Company and the Company is obliged to execute the conversion within 30 (thirty) days from receiving the notice. The conversion rate, i.e. how many shares in class A shall be issued per each share in class B, shall be calculated according to the following formula: BG = (((NV x ÁG) + ÓA) / (26 x ((1 + 10%)^(FD / 360))) / NV) where; BG represents the conversion rate. NV represents nominal value of shares in class B. ÁG represents subscription price, i.e. the price paid to the Company for one B class share at the time of issuance. ÓA represents unsettled compounded priority right to dividends in ISK, that a shareholder of a particular share in class B owns at the date that the conversion right is exercised. FD represents the number of days as of 1 February 2013 until the date that the conversion right is exercised using 360 days in a year. See further appendix 1.b to these Articles of Association. Art. 26 In case of the Company issuing new shares in class A, a new class of shares, bonds that can be converted to equity or equivalent, (collectively equity equivalent ), shareholders in class B have the right to subscribe proportionally to new equity equivalents as they would have been rightly entitled to if all class B shares in the Company at that point of time had already been converted to class A shares at the proper conversion rate, see above. If shareholders in class A have for their part agreed on a shareholders meeting to waive their subscription rights, then shareholders in class B keep their subscription right just the same, unless shareholders in class B that hold the voting rights of 2/3 or more of class B shares that is attending the shareholders meeting agree to forgo the subscription right. To avoid misunderstanding, the right of shareholders in class B is divided amongst them proportionally to their share of class B shares. In case the Company changes the nominal value of each share in the Company by any means, such as by issuing new bonus shares, then the conversion rate, see above, shall be rectified so that shareholders in class B get equal value when exercising their right to conversion as if no changes had been made. Art. 27 The Company may at any time redeem shares in class B, but then only if all shares in class B are redeemed at the same time. The Company shall inform shareholders in class B in case of such a decision given 30 (thirty) days notice. The redemption price, i.e. the price the Company shall pay for each share in class B when redeemed, shall be ISK 26 plus unpaid accumulated priority dividend that shareholders in class B possess. If the Company gives redemption notice within 1 (one) year from issuance of shares in class B, the Company shall pay 6% premium

8 on top of the redemption price but in case the redemption notice is given past that time but within 2 (two) years from issuance of shares in class B, the premium on top of the redemption price shall be 3%. Before the redemption is executed by the Company, shareholders in class B have the right to demand that the Company convert all, not a part, of the shares of individual shareholders in class B into class A shares in accordance with the abovementioned paragraph on conversion right. In which case the Company s right to redemption is relinquished, as the shareholder does not revoke his claim on exercising the conversion right. Art. 28 Shareholders in class B shall have priority on shareholders in class B on disbursements of the Company s funds, i.e. in case of termination of the Company including merger or division and with reduction of total shares by an amount that is equivalent to redemption price for each share in class B on respective disbursement date, or in case of termination on the reference date as it is defined in the Act on Bankruptcy No. 21/1991. Art. 29 Where the provisions of the present Articles of Association do not stipulate the mode of proceedings the provisions respecting the Act of Limited Companies and amendments effected thereto, as well as other relevant legal provisions, shall be abided by. So adopted in Reykjavík on 3 June 2000 and amended at an Annual General Meeting on 12 May 2004, a shareholders meeting on 20 April 2005, a shareholders meeting on 3 October 2005, shareholders meeting on 25 November 2005, shareholders meeting on 25 August 2006, Board meeting on 1 September 2006, shareholders meeting on 18 December 2006, Board meeting on 15 January 2007, Board meeting on 13 August 2007, an Annual General Meeting on 15 February 2008, shareholders meeting on 28 November 2008, Board meeting on 16 December 2008 and an Annual General Meeting on 21 April 2010 and Annual General Meeting on 15 April 2011 and Board Meeting on December 22, 2011 and an Extraordinary shareholders meeting on 10 January 2012 and Annual General Meeting on 12 March 2012, an Extraordinary shareholders meeting on 5 June 2012, an Extraordinary shareholders meeting on 21 December 2012, at a Board Meeting on 1 February 2013, shareholders meeting on 30 May 2013 and Annual General Meeting 29 April Translated from the Icelandic This is an unofficial translation of the Icelandic original Articles of Association for Eyrir Invest hf. In the event of any discrepancies, the original Icelandic version shall prevail.