**** UNOFFICIAL ENGLISH TRANSLATION – THE FAROESE VERSION IS
THE ONLY OFFICIAL AND BINDING VERSION ****
ARTICLES OF ASSOCIATION
P/F Faer Isles Distillery
The company’s name is P/F Faer Isles Distillery.
The company’s secondary name Faer Isles Whisky.
The object of the Company is production of victuals and any activity related hereto.
The share capital of the Company is DKK 624,317.00 divided into 1,164,975 A-class non-par value shares, equal to nom. DKK 582,487.50, and 83,659 B-class non-par value shares, equal to nom. DKK 41,829,50.
The share capital is fully paid up.
One non-par value A-share shall carry ten votes.
No shares shall carry special rights.
The shares must be made out in the holders’ name and must be recorded in the company’s register of shareholders.
Shares are non-negotiable instruments.
No shareholder is obligated to redeem his shares.
The general assembly has decided to authorise the Company’s Board of Directors to increase the company’s A-capital by one or several times, until the annual general assembly in 2025, by subscription of up to nominally DKK 100,000 divided into 200,000 A-shares at a price, set by the board, but not below par. The increase must be made by cash payment and can be carried out without pre-emption right for the company’s existing shareholders and subject to the transfer restrictions and other terms in these Articles of Association. At a board meeting on 20 January 2022 the Board of Directors decided to increase the share capital with a total of nominally DKK 81,252.50 divided into 162,505 non-par value A-shares, thus reducing the above-mentioned authorization.
The general assembly has decided to authorise the Company’s Board of Directors to increase the company’s B-capital by one or several times, until the annual general assembly in 2025, by subscription of up to nominally DKK 150,000 divided into 300,000 B-shares at a price, set by the board, but not below par. The increase must be made by cash payment and can be carried out without pre-emption right for the company’s existing shareholders and subject to the transfer restrictions in these Articles of Association and the terms in sect. 2.10 below.
For B-shares the following shall apply:
B-shares are non-negotiable instruments.
B-shares must be made out in the holders’ name and must be recorded in the company’s register of shareholders.
One non-par value B-share shall carry one vote.
B-shareholders hold no pre-emptive rights in connection with capital increases.
Prohibition of pledging of B-shares.
No share certificates are issued. Proof of registration in the register of shareholders can be issued upon request.
The Board of Directors shall immediately upon the founding of the Company establish a register of all shareholders.
Notification of transfer shares must be entered in the register of shareholders, stating the name and address of the new shareholder, and the size of the shareholding, and – for companies – name, reg.no. and domicile. Notification from a shareholder to the Company of transfer must be received by the Company no later than two weeks after the transfer pledge has taken place. The Company must, upon request issue proof of registration in the register of shareholders.
B-shares can be transferred freely, whilst A-shares only can be transferred with the Board of Director’s prior written consent. Transfer includes any transfer of share capital, by either sale, gift, inheritance, separation, seizing of property, liquidation, and bankruptcy and the likes.
If the company receives a request from consent to the transfer of A-shares, the Board of Directors must be summoned immediately to decide the matter. The person requesting consent shall be notified of the Company’s decision as soon as possible. If no notification is given within eight weeks after the request has been submitted, consent will be deemed to be given.
A-shareholders have pre-emptive rights in connection with the transfer of A-shares, or the right to assign a third party who purchases the A-shares at the time of their transfer.
B-shareholders have no pre-emptive rights in connection with the transfer of shares, regardless of share class.
All shares have the same right to dividend per share.
If dividends are not paid, the general assembly decides on the use of the profit.
If the share capital is increased with both A- and B- shares either simultaneously or individually, the A-shareholders, unless the general assembly decides otherwise, have pre-emptive rights to new A-shares, B-shareholders do not have any pre-emptive rights to either share class.
Pre-emptive rights to A-shares cannot be transferred to third party.
The Board of Directors gives notice of the ordinary general assembly with maximum four weeks and at least two weeks prior notice. Notice is given electronically to all shareholders who are listed in the register of shareholders and have requested written notice.
At the ordinary general assembly, the following must be considered:
1) Val av fundarstjóra
Appointment of a Chairman of the assembly
2) Frásøgn nevndarinnar frá virki felagsins í farna ári
The Board of Director’s report on the Company’s activities the past year
3) Framløga av grannskoðaðum ársroknskapi og ársfrágreiðing til góðkenningar
Submission of the audited annual report for approval as well as the management report
4) Avgerð um nýtslu av yvirskoti, ella rindan av halli sambært góðkenda roknskapin
Resolution of the allocation of profit or covering of loss according to the approved annual report
5) Val av nevndarlimum
Appointment of members to the Board of Directors
6) Val av grannskoðan
Appointment of auditor
7) Uppskot frá nevnd ella kapitaleigarum
Consideration of any proposals from the Executive Board or shareholders
An extraordinary general meeting may take place if so decided by of the Board of Directors, auditor, or a general assembly, or upon the written request of an A-shareholder. Notice for an extraordinary general assembly must be given, in accordance with sect. 7.1, within 2 weeks after the Board of Directors has received the written request.
The general assembly is chaired by a chairman of the assembly proposed by the Board of Directors and elected by the general assembly, who decides all questions relating to the handling of the items and the voting.
The matters dealt with at the general assembly are settled by a simple majority, except where the Companies Act requires otherwise.
An account of the deliberations of the general assembly shall be entered in minutes, signed by the chairman of the assembly.
The Board of Directors is authorized to decide that general meetings are held in full or in part electronically.
The Board of Directors must ensure that electronic general meetings are conducted in a secure manner and must ensure that the system used is designed so that the legislation’s requirements for holding general meetings are met, including in particular the shareholders’ access to attend, speak and vote at general meetings. The system must make it possible to determine which shareholders are participating, which share capital and voting rights they represent, as well as the result of voting.
Any A- and B-shareholder is entitled to vote at the general assembly. When transferring A- or B-shares, voting rights cannot be exercised before the listing in the Company’s register of shareholders.
Voting rights may be exercised in accordance with a written proxy.
A proxy for the Company’s management cannot be given for a period longer than twelve months and must be given to a specific general assembly with a prior known agenda.
The Company is managed by a Board of Directors that consists of 3-6 members elected by the general assembly.
The Board of Directors elects its own chairman and possibly a deputy chairman.
Board members are elected for one year at a time.
If a member withdraws from the Board of Directors during his or her election period, the Board of Directors must convene an extraordinary general assembly within three weeks after the resignation to elect a new board member for the remainder of the election period. However, the Board of Directors may, in so far as it is a quorum, irrespective of a member’s resignation, postpone the question of the election of a new member to the next annual general assembly.
The Board of Directors appoints an Executive Board consisting of 1-3 members to manage the day-to-day operations.
The Board of Directors shall adopt rules of procedure for the performance of the duties of the Board of Directors.
Power to bind the Company shall be held by a member of the Executive Board in association with the chairman of the Board of Directors, by two members of the Executive Board in association, or by the entire Board of Directors.
The Company and the shareholders can use electronic means of communication in their communication with each other.
Notice for general assembly, including agenda, motions for resolutions, annual report, and other documents; registration for general assembly; minutes of general assembly; register of shareholders and other general and individual information can be communicated electronically.
Communication between the Company and the shareholders takes place via the electronic addresses that they have informed each other. The Company is obliged to request the shareholders for an e-mail address to which notifications and documents, etc. must be sent electronically. It is the responsibility of the shareholders to ensure that the Company always has a correct e-mail address.
The Company’s accounts are audited by a licensed accountant elected by the general assembly, who is appointed for one year at a time.
The Company’s financial year shall run from 01.11 to the 31.10.
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Soleiðis samtykt á eykaaðalfundi tann 25. februar 2021, broytt á nevndarfundum 5. mai 2021, 3. juni 2021, 15. august 2021, á ársaðalfundi 26. november 2021 og aftur broytt á nevndarfundum 20. januar 2022 og 8. juni 2022.
Thus adopted at the Company’s extraordinary general assembly on 25 February 2021, amended at Board meetings on 5 May 2021, 3 June 2021, 15 August 2021, at a General Assembly on 26 November 2021, and amended again at Board meetings on 20 January 2022 and 8 June 2022.
Advokat Kári Davidsen