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Articles of Association for the Limited Liability Company Nýherji Hf

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Articles of Association for the Limited Liability Company Nýherji Hf ARTICLES OF ASSOCIATION FOR THE LIMITED LIABILITY COMPANY NÝHERJI HF. 1. NAME OF THE COMPANY, DOMICILE AND OBJECT 1.1. The Company is a limited liability company. The name of the Company is Nýherji hf. 1.2. The domicile of the Company is at Borgartún 37, Reykjavík. 1.3. The object of the Company is to provide its customers with total solutions in the area of IT. This includes the development of software, the provision of computer and office equipment, as well as consultation and related services. In addition, the Company invests in related operations. 2. SHARE CAPITAL OF THE COMPANY 2.1. The share capital of the Company is ISK 400,000,000, – divided into an equal number of shares. Only a shareholders' meeting can decide to increase the share capital of the Company. Shareholders shall have pre-emptive rights to all new shares in proportion to their registered holdings in the Company. 2.2. Shares in the Company are issued electronically pursuant to the provisions of Act No. 131/1997 on electronic registration of title to securities. For the Company, the Share Register, pursuant to Article 11 of the Act on electronic registration of title to securities, shall be regarded as full proof of title to any shares in the Company, and dividends at any time, as well as all notices, shall be sent to the party registered at any time as the owner of the shares in question in the Share Register of the Company. The Company assumes no responsibility for payments or notices being lost owing to failure to notify the Company of changes of address. As regards transfers of ownership and procedures for such transfers, the Act on electronic registration of title to securities and rules established pursuant to the Act, as current, shall apply. 2.3. No privileges are associated with any shares in the Company. 2.4. No shareholder will be required to submit to redemption of their shares in part or in full. 2.5. Each shareholder shall inform the Board of Directors of his address, and any notices concerning Company affairs may be sent to that address. A shareholder who fails to notify such address shall not be entitled to receive any notices which the Board may decide to send to shareholders personally, unless the Board has knowledge of the address in question, nor shall such shareholder be entitled to have dividends sent to him or her. However, shareholders may collect their dividends at the offices of the Company within three years of the dividends falling due, after which time the dividends shall accrue to the Company. 2.6. Each shareholder is obliged, without specific commitment, to abide by the Articles of Association of the Company in their current form or as lawfully amended at any time. Shareholders are not liable for the commitments of the Company beyond their share in the Company. This provision cannot be amended or deleted by any resolution of any shareholders’ meeting. 3.1. The Company shall be governed by: a) Shareholders’ meetings. b) The Board of Directors of the Company. c) The CEO. 4. SHAREHOLDERS’ MEETINGS 4.1. The supreme authority in all affairs of the Company, within the limits established by these Articles and statutory law, is in the hands of legitimate shareholders’ meetings. A shareholder may appoint a proxy to attend meetings on his/her behalf. The proxy shall submit a written and dated letter of proxy. A shareholder may attend a meeting accompanied by an advisor. The advisor shall not be entitled to speak, submit motions or vote at shareholders’ meetings. 4.2. The Annual General Meeting shall be held before the end of June each year. The Annual General Meeting shall be held in the home district of the Company or in another location decided by the Board of Directors at any time. Shareholders’ meetings shall be called by placing an advertisement in a widely read newspaper or other verifiable manner. The Annual General Meeting shall be called with an advanced notice of two weeks; other shareholders’ meetings shall be called with an advanced notice of one week. Shareholders' meetings are valid, regardless of attendance, if properly convened. The notice of the meeting shall state the business of the meeting. If the agenda includes a motion to amend the Articles of the Company, the substance of the motion shall be included in the notice of the meeting. 4.3. At least one week before a shareholders’ meeting, the agenda, finalised submissions and, in the case of an Annual General Meeting, the annual accounts and the Auditor’s report shall be laid open for inspection by the shareholders at the Company’s offices, and at the same time sent to any registered shareholder who so requests. 4.4. Shareholders’ meetings shall be convened at the discretion of the Board of Directors, by a resolution of a meeting, or if the elected Auditor or shareholders holding a minimum of 1/10 of the shares of the Company request a meeting by a written notice stating the business of the meeting. Once a legitimate request for a meeting has emerged, the Board of Directors shall call a meeting no later than two weeks following the receipt of the request. If the Board of Directors of the Company has not convened a meeting within that time, a request may be submitted to the Minister [of Economic Affairs] to convene the meeting. 4.5. The Annual General Meeting shall address the following items of business: 1) The report of the Board of Directors on the activities of the Company in the preceding year of operation; 2) The annual accounts of the Company for the preceding year of operation, along with the Auditor’s notes, shall be submitted for approval; 3) Decisions shall be taken concerning the disposal of the profit or loss of the Company during the fiscal year; 4) Decision regarding the remuneration of Board members and alternate members; 5) Lawfully submitted motions for amendments to the Articles of Association; 6) Elections to the Board of Directors pursuant to Article 5.1; 7) Election of an Auditor pursuant to Article 7.2; 8) Any other lawfully submitted business. Items which are not included on the agenda of an Annual General Meeting may not be brought to a conclusion at the meeting except with the consent of all the shareholders in the Company, but resolutions may be passed on such matters for the purpose of providing guidance to the Board of Directors. 4.6. A shareholders’ meeting shall be directed by a Chairman elected at the meeting. The Chairman of the meeting shall preside over the election of a Secretary of the meeting who shall take the minutes. All decisions of the meeting and a concise record of proceedings shall be entered in the minutes. When the minutes have been read out and approved, they shall be signed by the Chairman and the Secretary. Fourteen days following the shareholders’ meeting, at the latest, shareholders shall have access to the minutes or a certified transcript of the minutes at the Company offices. The minutes shall be preserved in a secure manner. 4.7. At shareholders’ meetings, each share carries one vote. Decisions at shareholders’ meetings shall be taken by majority vote unless otherwise provided in these Articles. 5. THE BOARD OF DIRECTORS OF THE COMPANY 5.1. At the Annual General Meeting, three members and one alternate member shall be elected to the Board of Directors. If shareholders holding at least one tenth (10%) of the shares so request, the three Board members and one alternate member shall be elected by proportional or multiple voting. The Board shall elect a Chairman from among its members as well as a Vice-Chairman. Prospective candidates to the Board of Directors shall submit a written notice to such effect to the Board of Directors no later than seven days before the start of the Annual General Meeting. Only those who have submitted a notice pursuant to the above are eligible as candidates at an Annual General Meeting. 5.2 The Chairman of the Board shall convene meetings of the Board and preside at Board meetings. Meetings shall be held at the discretion of the Chairman. The Chairman shall also call a meeting of the Board if requested by one member of the Board or the CEO. Meetings of the Board of Directors are valid only if attended by three members or two members and the alternate member. Members of the Board shall keep minutes of proceedings at meetings of the Board and confirm such minutes with their signatures. In addition, a separate record shall be kept of the shareholdings of the members of the Board and the CEO for the purposes of Article 67 of the Companies Act. 5.3. The Board of Directors shall constitute the supreme authority of the Company between shareholders’ meetings. The main duties of the Board of Directors are: 1) To decide on the strategy of the Company and maintain constant and detailed supervision of all the operations of the Company, and to ensure that the organisation and activities of the Company are always in good and proper order. In particular, the Board of Directors shall ensure adequate supervision of the accounts of the Company and the disposal of its assets. 2) To appoint a Chief Executive Officer and decide on his salary and the terms of his employment, establish his terms of reference and terminate his employment. 3) To represent the Company before the courts and government authorities. 4) To decide who shall be authorised to bind the Company.
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