Statutes

Article 1. Name and domicile The association is a general association. Its name is Festa – a centre for sustainability. The association's domicile and place of jurisdiction is in Reykjavík.

Article 2. PurposeThe purpose of the association is to increase knowledge of the responsibility of organizations to promote sustainability in their operations and to help them adopt practices that promote sustainability.

The company is not run for profit and operating surpluses from its operations shall be spent in accordance with the company's purpose. However, the company is permitted to build up a reserve fund in accordance with the decision of the board of directors."

Article 3. Activities The Association works towards its purpose through diverse activities, such as providing information on the Association's website, holding conferences and meetings, active communication with member associations and participation in public debate, to promote communication, collaboration and education about sustainability and social responsibility.

Article 4. MembershipTo become a member of Festa, organizations must apply separately by completing a form on Festa's website. The application must include, among other things, a declaration by the applicant that he or she undertakes to conduct his or her activities in accordance with the association's values, code of conduct and purpose. The applicant must also notify one contact person who will vote for the association at the general meeting. Upon receipt of the application, the association's board of directors will take a position on the application and it is considered approved if a majority of the board approves the person concerned, otherwise it is rejected.

Article 5. Resignation or removal

Members may resign from the association from the beginning of the following year, and written resignation must be received by the association's office no later than November 30. Festa's board of directors may terminate a member's membership if he is found to have violated the association's code of conduct or fails to pay membership fees according to the association's payment terms. This requires the approval of at least 2/3 of the board members.

Article 6. Membership fee

The board of directors determines the membership fee at a board meeting. Changes to the membership fee require the approval of a minimum of four board members. The fee schedule shall be accessible on the company's website and changes announced there no later than October 14th of each year.

A member undertakes to pay the membership fee as determined by the board of directors from time to time. A member acquires full rights when the membership fee has been paid. The membership fee is collected annually. If the membership fee is not paid on the due date, interest may be charged from the due date. In special cases, the CEO is authorized to negotiate with new members on a membership fee for a limited period of time as well as a temporary discount for individual members if special circumstances warrant it.

Article 7. General meeting, votes and special meetings

The general meeting has the highest authority and decision-making power in the affairs of the company. The general meeting of the company shall be held before the end of May each year. The general meeting shall be called no more than four weeks before the meeting and no less than two weeks before the general meeting and one week before an extraordinary meeting. The meeting notice shall be published on the company's website and sent by email to the registered contact persons of the company. A general meeting is legal if it is properly called.

At the company's general meeting, at least the following matters shall be taken up for consideration:

1. Election of the chairman and secretary
2. Board of Directors' Report
3. Accounts for the past fiscal year
4. Amendments to the company's articles of association
5. Election of the board and chairman
6. Election of a certified public accountant
7. Determination of membership fee
8. Other issues

The right to attend the general meeting is reserved for members who are free of debt one week before the meeting. The registered contact person of each member association shall exercise voting rights on behalf of the relevant association. Members may authorize another representative to attend the general meeting and exercise their voting rights against a written, dated proxy. The weight of votes of the members present shall determine the outcome of matters.

Voters can elect as many representatives as the number of board seats available dictates. Voters have different amounts of votes, which are divided as follows:

• Companies with over 1000 employees: 7 votes
• Members with 500 – 999 employees: 6 votes
• Members with 200 – 499 employees: 5 votes
• Members with 50-199 employees: 4 votes
• Companies with 16-49 employees and educational institutions: 3 votes
• Members with 2-15 employees: 2 votes
• Members with one employee, individuals and non-profit organizations: 1 vote

The company's board of directors and 1/3 of the members are authorized to request extraordinary general meetings of the company. The same criteria apply to extraordinary general meetings as to annual general meetings.

The board may decide that members may participate in annual meetings and special meetings electronically. The board may decide that the annual meeting and special meeting shall be held partially or entirely electronically. If electronic participation in an annual meeting or special meeting is offered, this shall be stated in the notice of the meeting. Information shall also be provided on the company's website regarding how electronic participation is carried out.