Professional Documents
Culture Documents
Stefnir Asset Management Company hf. and any fund in its management will be legally bound as follows:
I. General A majority (of a total of five) of the members of the Board of Directors of the Company jointly may legally bind the company or any fund in its management regarding any matter. The Managing Director shall be authorized to commit the Company, including the pledging of assets (including real estate), except for the sale of major assets of the Company which have a significant effect on the activities and operations of the Company. The authorization pursuant to this article is transferable by means of power of attorney. The majority of the Board of Directors assigns powers of procuration on behalf of the Company. The majority of the Board of Directors is able to grant individuals a power of attorney on behalf of the company. II. Contractual arrangements with third parties a. Contractual arrangements Regarding contractual arrangements where the Company is acting for itself as a Company, such as signing contracts or arrangements, taking up loans, issuing or accepting guarantees and exercising shareholders' rights, the signature of the director of management and finance will legally bind the Company for transactions ranging up to ISK 250,000,000. b. The Company's purchase of a product or service Regarding contractual arrangements with third parties whereby the Company purchases a product, other than financial instruments and other assets which have a significant effect on the activities and operations of the Company, or services, the joint signature of any two (2) heads of departments will legally bind the Company. c. The Company's sale of products or services Regarding agreements on asset management, agreements on discount or repayment of fees or other contractual arrangements with third parties on the Company's sale of products or services, the joint signature of any two (2) heads of departments will legally bind the Company. d. A. funds purchase of a product or service Regarding contractual arrangements with third parties whereby a fund under the Company's management, purchases a product or service, other than financial instruments the signature of a fund manager will legally bind the respective fund.
2/13
III. Employees of individual departments of the Company In any of the cases described below, the employees' authorization applies only to binding funds or vehicles managed by the Company, and not to binding the Company. In any of the cases described below, the following shall apply: - where the Authorised Signature List requires the approval of the Managing Director of the Company and he is unavailable and cannot be reached at that time, e.g. if he is abroad, hospitalized etc., the Deputy Managing Director of the Company will temporarily have the same authority as the Managing Director stipulated below. - where the Authorised Signature List requires the signature of the head of a particular department and he is unavailable and cannot be reached at that time, e.g. if he is abroad, hospitalized etc., the head of any other department will temporarily have the same signatory authority as the relevant head of department stipulated below. In any of the cases described below with regards to derivative transactions: - in case of rollover, or extension, of derivative contracts, the limits stipulated below do not apply. A. Fund management Equities a. Transactions, other than derivatives, and deposits Regarding transactions on behalf of funds or vehicles managed by employees of the department which transactions do not exceed the amount of ISK 1,000,000,000 in respect of each individual fund or vehicle, the signature of the head of the department OR any one (1) fund manager within the department will legally bind the respective fund or vehicle. Regarding transactions on behalf of funds or vehicles managed by employees of the department which transactions exceed the amount of ISK 1,000,000,000 but do not exceed the amount of ISK 5,000,000,000 in respect of each individual fund or vehicle, the joint signatures of the head of the department AND any one (1) fund manager within the department will legally bind the respective fund or vehicle. Regarding transactions on behalf of funds or vehicles managed by employees of the department which transactions exceed the amount of ISK 5,000,000,000 in respect of any individual fund or vehicle, the joint signatures of the head the of department AND any one (1) fund manager within the department TOGETHER WITH the written approval of the Managing Director of the Company will legally bind the respective fund or vehicle. b. Derivative transactions Regarding transactions involving derivatives on behalf of funds or vehicles managed by employees of the department, where the total exposure does not exceed the amount of ISK 1,000,000,000 in respect of each individual fund or vehicle, the signature of the head of the department OR any one (1) fund manager within the department will legally bind the respective fund or vehicle. Regarding transactions with derivatives on behalf of funds or vehicles managed by employees of the department, where the total exposure exceeds the amount of ISK 1,000,000,000 but does not exceed the amount of ISK 5,000,000,000 in respect of each individual fund or vehicle, the joint signatures of the head of the department AND any
3/13
one (1) fund manager within the department will legally bind the respective fund or vehicle. Regarding transactions involving derivatives on behalf of funds or vehicles managed by employees of the department, where the total exposure exceeds the amount of ISK 5,000,000,000 in respect of each individual fund or vehicle, the joint signatures of the head of the department AND any one (1) fund manager within the department TOGETHER WITH the written approval of the Managing Director of the Company will legally bind the respective fund or vehicle. B. Fund management - Fixed Income a. Transactions, other than derivatives, and deposits Regarding transactions, other than deposits, on behalf of funds or vehicles managed by employees of the department which transactions do not exceed the amount of ISK 2,000,000,000 in respect of each individual fund or vehicle; or deposits, on behalf of funds or vehicles managed by employees of the department, not exceeding the amount of ISK 5,000,000,000 in respect of each individual fund or vehicle, the signature of the head of the department OR any one (1) fund manager within the department OR any one (1) analyst within the department will legally bind the respective fund or vehicle. Regarding transactions, other than deposits, on behalf of funds or vehicles managed by employees of the department, which transactions exceed the amount of ISK 2,000,000,000 but do not exceed the amount of ISK 5,000,000,000 in respect of each individual fund or vehicle, the joint signatures of the head the of department AND any one (1) fund manager within the department will legally bind the respective fund or vehicle. Regarding transactions, other than deposits, on behalf of funds or vehicles managed by employees of the department which transactions exceed the amount of ISK 5,000,000,000 in respect of any individual fund or vehicle; or deposits, on behalf of funds or vehicles managed by employees of the department, exceeding the amount of ISK 5,000,000,000 in respect of any individual fund or vehicle, the joint signatures of the head of the department AND any one (1) fund manager within the department TOGETHER WITH the written approval of the Managing Director of the Company will legally bind the respective fund or vehicle. b. Derivative transactions Regarding transactions involving derivatives on behalf of funds or vehicles managed by employees of the department, where the total exposure does not exceed the amount of ISK 2,000,000,000 in respect of each individual fund or vehicle, the signature of the head of the department OR any one (1) fund manager within the department will legally bind the respective fund or vehicle. Regarding transactions involving derivatives on behalf of funds or vehicles managed by employees of the department, where the total exposure exceeds the amount of ISK 2,000,000,000 but does not exceed the amount of ISK 5,000,000,000 in respect of each individual fund or vehicle, the joint signatures of the head of the department AND any one (1) fund manager within the department will legally bind the respective fund or vehicle. Regarding transactions involving derivatives on behalf of funds or vehicles managed by employees of the department, where the total exposure exceeds the amount of ISK
Stefnir Asset Management Company hf. 4/13
5,000,000,000 in respect of any individual fund or vehicle, the joint signatures of the head of the department AND any one (1) fund manager within the department TOGETHER WITH the written approval of the Managing Director of the Company will legally bind the respective fund or vehicle. C. Alternative Investments a. Transactions, other than derivatives, and deposits Regarding transactions on behalf of funds or vehicles managed by employees of the department which transactions do not exceed the amount of ISK 1,000,000,000 in respect of each individual fund or vehicle, the signature of the head the of department OR any one (1) fund manager within the department will legally bind the respective fund or vehicle. Regarding transactions on behalf of funds or vehicles managed by employees of the department which transactions exceed the amount of ISK 1,000,000,000 but do not exceed the amount of ISK 5,000,000,000 in respect of each individual fund or vehicle, the joint signatures of the head the of department AND any one (1) fund manager within the department will legally bind the respective fund or vehicle. Regarding transactions on behalf of funds or vehicles managed by employees of the department which transactions exceed the amount of ISK 5,000,000,000 in respect of any individual fund or vehicle, the joint signatures of the head the of department AND any one (1) fund manager within the department TOGETHER WITH the written approval of the Managing Director of the Company will legally bind the respective fund or vehicle. b. Derivative transactions Regarding transactions involving derivatives on behalf of funds or vehicles managed by employees of the department, where the total exposure does not exceed the amount of ISK 1,000,000,000 in respect of each individual fund or vehicle, the signature of the head of the department OR any one (1) fund manager within the department will legally bind the respective fund or vehicle. Regarding transactions involving derivatives on behalf of funds or vehicles managed by employees of the department, where the total exposure exceeds the amount of ISK 1,000,000,000 but does not exceed the amount of ISK 5,000,000,000 in respect of each individual fund or vehicle, the joint signatures of the head of the department AND any one (1) fund manager within the department will legally bind the respective fund or vehicle. Regarding transactions involving derivatives on behalf of funds or vehicles managed by employees of the department, where the total exposure exceeds the amount of ISK 5,000,000,000 in respect of any individual fund or vehicle, the joint signatures of the head of the department AND any one (1) fund manager within the department TOGETHER WITH the written approval of the Managing Director of the Company will legally bind the respective fund or vehicle. D. Fund management - Balanced Funds a. Transactions, other than derivatives, and deposits Regarding transactions on behalf of funds or vehicles managed by employees of the department which transactions do not exceed the amount of ISK 1,000,000,000 in respect
5/13
of each individual fund or vehicle, the signature of any one (1) fund manager within the department will legally bind the respective fund or vehicle. Regarding transactions on behalf of funds or vehicles managed by employees of the department which transactions exceed the amount of ISK 1,000,000,000 but do not exceed the amount of ISK 5,000,000,000 in respect of each individual fund or vehicle, the joint signatures of any head of department AND any one (1) fund manager within the department will legally bind the respective fund or vehicle. Regarding transactions on behalf of funds or vehicles managed by employees of the department which transactions exceed the amount of ISK 5,000,000,000 in respect of any individual fund or vehicle, the joint signatures any head of department AND any one (1) fund manager within the department TOGETHER WITH the written approval of the Managing Director of the Company will legally bind the respective fund or vehicle. b. Derivative transactions Regarding transactions involving derivatives on behalf of funds or vehicles managed by employees of the department, where the total exposure does not exceed the amount of ISK 1,000,000,000 in respect of each individual fund or vehicle, the signature any head of department OR any one (l) fund manager within the department will legally bind the respective fund or vehicle. Regarding transactions with derivatives on behalf of funds or vehicles managed by employees of the department, where the total exposure exceeds the amount of ISK 1,000,000,000 but does not exceed the amount of ISK 5,000,000,000 in respect of each individual fund or vehicle, the joint signatures of any head of department AND any one (1) fund manager within the department will legally bind the respective fund or vehicle. Regarding transactions involving derivatives on behalf of funds or vehicles managed by employees of the department, where the total exposure exceeds the amount of ISK 5,000,000,000 in respect of each individual fund or vehicle, the joint signatures of any head of department AND any one (1) fund manager within the department TOGETHER WITH the written approval of the Managing Director of the Company will legally bind the respective fund or vehicle.
6/13
The Board of Directors of Stefnir Asset Management Company hf. approves these signing instructions and the Authorized Signature list. Reykjavk, 19 December 2012
Mr
Snjlfur
lafsson
7/13
Listing of authorized signatories and specimen signatories as of 19 December 2012 I. Members of the Board of Directors of Stefnir Management Company hf. Asset
8/13
II.
Managing Director of the Company, Deputy Managing Director of the Company, Heads of individual departments and Director of Management and Finance.
Mr Thorkell Magnusson Deputy Managing Director, Stefnir Asset Management Company hf. Head of Fund management - Fixed Income
9/13
III. A.
10/13
III. B.
11/13
III. C.
12/13
III. D.
13/13