📃Articles of Association for International Carbon Registry ehf.
4.0 ISO 9001:2015
The name of the Company and purpose
Art. 1 The Company is a private limited Company. The name of the Company is International Carbon Registry ehf.
Art. 2 The Company's purpose is to contribute to success in climate action by enabling climate projects to register their climate projects actions in a central blockchain registry where ownership is transparent and traceable. A central registry of electronic climate certifications for issuers. Central storage of electronic climate certificates. Service to publishers of electronic climate units.
The Share capital of the Company
Art. 3 The Company's share capital is ISK 833,333. -krona eight hundred and thirty-three thousand three hundred and thirty-three. Each share is worth ISK 1. At face value.
Art. 4 The Company’s share capital may be increased with the approval of a shareholders’ meeting with the same amount of votes needed to amend these Articles of Association. Shareholders have the priority right of purchase of all new shares in proportion to their holdings. Only a shareholders’ meeting may approve the reduction of the share capital. A single shareholder may, if all legal requirements are fulfilled, increase or reduce the share capital by entering a decision thereof into the Record of Minutes.
Art. 5 The Company’s Board of Directors shall keep a register of shares in accordance with laws.
Art. 6 A change of ownership of shares in the Company does not become valid for it until its Board has been notified of it in writing or it has been entered in the Record of Minutes of a private limited Company of one party. The Company's Board of directors has the right of first refusal on behalf of the Company to purchase all shares that are declared for sale shares. In case the Company does not exercise its right of first refusal to purchase the shares, the shareholders shall have the right of first refusal of shares declared for sale in proportion to his shareholding. If there is a dispute about the price of the shares, it shall be decided by the opinion of two impartial persons appointed by the court. The holder of the right of first refusal has a two-month deadline to exercise his right of first refusal, and the deadline is counted from the notification to the Board of the offer. Then no more than three months may pass from the time the purchase was decided until the purchase price is paid. Change of ownership due to inheritance or change of estate is not subject to the aforementioned right of first refusal. It is not permitted to pledge or donate shares in the Company without the approval of the Company Board. If a private limited Company, which is registered as owned by more than one person, comes into the hands of one person, the register of limited liability companies must be notified.
Art. 7 The Company may not grant credit against shares in the Company. The Company is authorized to purchase own shares to the limit permitted by law. It is not permissible to cast votes for the shares owned by the Company itself.
Art. 8 Shareholder is not responsible for the Company’s liabilities in excess of his share in the Company.
Shareholders’ meetings
Art. 9 Supreme authority in the affairs of the Company is in the hands of legitimate shareholder meetings if there is more than one shareholder, but otherwise in the hands of the shareholder, cf. Act on Private Limited Companies.
Art. 10 An Annual General Meeting shall be held before the end of August each year. Should there be one shareholder only an Annual General Meeting need not be held, and he shall take necessary decisions according to the Act on Private Limited Companies and enter them into the Record of Minutes of the Company. Extraordinary meetings shall be held in accordance with decisions by the Board of Directors or upon the requirement of shareholders controlling a minimum of a one twentieth of the share capital in the Company. The requirement shall be filed in writing and the agenda shall be specified and a meeting shall then be called within fourteen days. In case the Board of Directors fail to call a meeting following the receipt of such a requirement, the assistance of the Company Register may be sought according to the Act on Private Limited Companies. Should there be a single shareholder he will decide on matters normally taken into consideration at Extraordinary Meetings and enter his decisions into the Record of Minutes of the Company.
Art. 11 The Board of directors convenes a shareholders' meeting by notification to each shareholder in a letter of guarantee or by email against confirmation of receipt or in another equally verifiable way. A general meeting must be called at least 14 days in advance, and an extraordinary meeting at least seven days in advance. The meeting topic must be mentioned in the meeting invitation. A shareholders' meeting is legal if it is legally called and is attended by shareholders or their representatives who control at least half of the Company's shares. If a meeting becomes unlawful due to deficiencies in this respect, a new meeting must be called within a month with seven days' notice, and that meeting will be lawful to discuss the issues that were to be discussed at the previous meeting if it is attended by shareholders or their representatives who control 10% of the Company's shares the least.
Art. 12 One vote is attached to each ISK 1 of share capital. Shareholders may by means of a written proxy grant a third party authority to attend share meetings and wield their voting right. The simple majority of votes will decide issues at shareholders’ meetings unless alternative instructions be provided by law or these Articles of Association. The approval of all shareholders is required for the following purposes: a. To obligate shareholders to contribute funds for Company needs in excess of their obligations. b. To limit the authority of shareholders in the handling of their shares. c. to amend the provisions of the Articles on shareholders’ holdings in the Company or the equality among shareholders. Proposals to amend the provisions of the Articles of Association of the Company or for its merging with other Companies may not be taken for consideration at meetings unless this has been mentioned in the call to the meeting.
Art. 13 The following matters shall be taken for consideration at Annual General Meetings:
The Company's Board of directors must report on the Company's profits and operations during the past year.
The Company's balance sheet and profit and loss account for the past operating year shall be submitted together with the comments of the Company's auditors or inspectors for approval.
The Company's Board of directors shall be elected and auditors or inspectors.
A decision shall be made on how to handle profit or loss and on dividends and contributions to the reserve fund.
A decision shall be made on payments to Board members and inspectors for their work during the working year.
Discussions and voting on other issues that are legally raised. If there is only one shareholder, he must make decisions according to Article 59 of the Act on Private Limited Companies.
Art. 14 A Record of Minutes shall be kept and there in entered what occurs at shareholders’ meetings. Should there be a single shareholder in the Company he enters his decisions into the Record of Minutes.
Board of Directors
Art. 15 The Company's Board of directors shall be composed of one to ten members, elected at the general meeting for one year at a time, although no fewer than three are five or more shareholders. Up to ten deputies may be elected. If the Board consists of one person there must be elected at least one substitute for the same period. The Board manages all the Company's affairs between shareholders' meetings and protects its interests vis-à-vis third parties. In a multi-member Board, the signatures of the majority of the Board are binding, but in a single-member Board, the signature of a director. Board meetings are legal if the majority of Board members attend the meeting. The strength of votes determines the processing of cases. In the event of a tie, the chairman's vote will be decisive. Minutes of the Board meeting must be kept. If the Company's Board of directors is made up of only one person and a Chief Executive Officer has been appointed, the Board member normally takes important decisions in the affairs of the Company after consultation with the Chief Executive Officer, if he is not the same person, and records them in the Company's minutes book.
Art. 16 If the Board is multi-member, it itself divides tasks. The chairman calls for Board meetings. Each Board member can request a Board meeting. Same right for manager. The Board shall adopt rules of procedure, which shall specify the performance of its duties in more detail. If a Board member resigns from the Board the chairman shall invite the first elected substitute director to participate in Board meetings until the next shareholders meeting where a new Board is elected.
Chief Executive Officer
Art. 17 The Company's Board of directors appoints the Chief Executive Officer (CEO) and determines his remuneration. She also provides power of attorney for the Company. If one person appoints the Board, he can also be the CEO, cf. Article 41 of the Act on Private Limited Liability Companies. The CEO is in charge of the day-to-day operations of the Company and acts on its behalf in all matters relating to normal operations. He is in charge of accounting and staff recruitment. The CEO is the principal executive officer of the Company and will in general supervise and control all of the daily business and affairs of the Company, subject to the supervision and instructions of the Board of Directors. The CEO must provide the Board members and auditors or inspectors with all information about the Company's operations that they may request and must provide according to the law.
Accounting and Auditing
Art. 18 At the Company's annual general meeting, one or more certified auditors or inspectors shall be elected. They should examine the Company's accounts for each operating year and submit their findings to the general meeting. Auditors or inspectors may not be elected from among the Company's directors or employees.
Art. 19 Operating year and fiscal year is 01.01- 31.12. The Board must have completed the preparation of the annual accounts and submitted them to the auditors or inspectors no later than one month before the annual general meeting.
Art. 20 There are no special rights attached to shares in the Company. Shareholders do not have to be subject to the redemption of their shares unless the law states otherwise.
Payment of dividend and provisory fund
Art. 21 The Annual General Meeting decides upon the payment of dividend and the payment into provisory funds following the Board’s proposal regarding the disposal of profit. The Annual General Meeting may not decide a higher dividend than proposed or agreed upon by the Board of Directors. Payment of dividend shall not take place later than six months after decision of paying out the dividend.
Changes of the Articles of Association
Art. 22 These articles of association can be changed at a lawful general meeting or extraordinary meeting with 2/3 of the votes cast, as well as with the consent of shareholders who control at least 2/3 of the share capital in the Company that is voted for at the meeting, provided that a different number of votes is not required by the articles of association or national laws, cf. Article 68 of the Act on Private Limited Liability Companies. If there is only one shareholder, he can change this approval by recording the decision in the minutes book, cf. Articles 55 and 59 of the Act on Private Limited Liability Companies.
Dissolution and merger
Art. 23 Proposals for liquidation and replacement of the Company shall be treated as amendments to these articles of association. A vote of shareholders controlling at least 2/3 of the Company's total share capital is required for the decision to liquidate to be valid. A shareholders' meeting, which has made a legal decision to liquidate or replace the Company, shall also determine the disposition of assets and the payment of debts.
Other provisions
Art. 24 Where the provisions of these Articles of Association do not stipulate the mode of proceedings the provisions of the Act on Private Limited Companies and other applicable laws shall be abided by. Should there be a discrepancy between the Icelandic text and the English text the Icelandic text shall prevail.
Thus adopted at the Shareholders’ Meeting on 7.5.2024.
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