Articles Of Association

Article 1 – Name

Under the name KAYLA (the “Company”), a private investment and patrimonial holding entity is hereby established in accordance with the laws of its jurisdiction of incorporation.

Article 2 – Legal Form

The Company is organized as a private investment and patrimonial holding entity, duly constituted in accordance with the applicable laws and regulations of its jurisdiction of incorporation.

The Company operates exclusively on a non‑trading and non‑speculative basis and shall not engage in leveraged transactions, margin activities, or the use of derivative instruments.

Article 3 – Purpose

The purpose of the Company is to:

• Define, implement, and oversee a Bitcoin‑only long‑term treasury and accumulation strategy.

• Accumulate Bitcoin in a progressive, systematic, and disciplined manner over a target horizon of ten (10) years or more.

• Preserve, protect, and enhance long-term capital denominated primarily in Bitcoin.

• Operate under an institutional‑grade governance, documentation, and reporting framework consistent with treasury and asset management best practices.

Article 4 – Investment Philosophy

The Company adheres to the following core principles:

• Long-term capital preservation with asymmetric upside exposure through Bitcoin.

• Prohibition of leverage, margin borrowing, rehypothecation, or derivative use.

• Buy‑and‑hold strategy with no discretionary sales of Bitcoin during the defined strategic period, except in the event of dissolution or force majeure as defined by the Management Committee.

• Robust internal controls, thorough documentation, and full auditability.

• Acknowledgment of inherent market, regulatory, technological, and operational risks.

Article 5 – Registered Office

The registered office of the Company is located in San Francisco CA.

The registered office may be transferred by resolution of the Management Committee, subject to applicable law.

Article 6 – Duration

The Company is established for an indefinite duration, unless dissolved in accordance with these Articles.

Article 7 – Founders

The Company is founded by Léa and Katelyn (full names removed for privacy)

The Founders act as the initial stewards of the Company’s strategy, governance structure, and long-term vision.

Article 8 – Share Capital and Ownership

The Company’s share capital is divided into 100 ordinary shares with a nominal value of 677 unit of account per share, fully paid in.

The shares are held as follows:

Léa: 60 ordinary shares (60%).

Katelyn: 40 ordinary shares (40%).

All ordinary shares carry equal economic and voting rights, unless otherwise decided by unanimous written resolution of the Management Committee.

Any transfer, issuance, or redemption of shares requires the unanimous prior approval of the Management Committee and must comply with applicable law.

Article 9 – Dividend Policy

The Company does not intend to distribute dividends. All profits, including interest or yield generated by the treasury, are in principle retained within the Company to support its long‑term Bitcoin accumulation strategy and capital preservation objectives. Any exception to this policy requires unanimous approval of the Management Committee and must remain consistent with the Charter and IPS.

Article 10 – Governance and Management

The Company is governed by a Management Committee, composed, at minimum, of the Founders.

The Management Committee has exclusive authority over:

a. The definition and amendment of the investment strategy.

b. Capital allocation and accumulation parameters.

c. Custody architecture, security standards, and risk management policies.

d. Approval of any exceptional, non‑routine, or extraordinary actions.

All strategic decisions require unanimous approval of the Management Committee, unless otherwise amended in writing.

Article 11 – Investment Strategy

The Company’s investment strategy is characterized by:

• Periodic and systematic capital deployment into Bitcoin via disciplined dollar‑cost averaging, including the use of a proprietary KAYLA Index as a decision‑support tool.

• ​Long-term asset holding with secure, institutionally compliant custody solutions (including, where appropriate, regulated platforms such as Nexo for interest‑bearing accounts).

• Generation of yield on Bitcoin holdings in kind, with such yield used primarily to cover operating expenses and support additional Bitcoin accumulation.

• Comprehensive written documentation of all strategic and exceptional decisions.

• Any material deviation from the established strategy requires a written resolution of the Management Committee.

Article 12 – Capital and Resources

The Company’s resources may include:

• Capital contributions from the Founders.

• Additional capital contributions approved by the Management Committee, including contributions in fiat currencies or stable coin (USDT).

• Ancillary income strictly compatible with the Company’s purpose, including interest income, platform rewards, and other yield derived from Bitcoin custody and savings products.

The Company makes no representation, guarantee, or projection of returns. However, the Management Committee may define target rates (for example, up to 5% per year) for specific capital contributions, provided such targets remain subordinate to the Company’s capital preservation objectives.

The Company may establish credit facilities backed by its Bitcoin holdings for internal treasury management purposes only, at target borrowing costs not exceeding 2% per annum, without engaging in speculative leverage.

Article 13 – Risk Factors

The activities of the Company involve material risks, including but not limited to:

• Significant volatility in Bitcoin’s price.

• Regulatory and legal uncertainty across jurisdictions.

• Technological, protocol-level, and cybersecurity risks.

• Custodial, operational, and key management risks.

All participants acknowledge and accept these risks in full. Partial or total loss of capital is possible.

Article 14 – No Fiduciary or Advisory Relationship

The Company does not act as an investment adviser, broker‑dealer, fiduciary, or financial intermediary for any third party.

Nothing contained herein shall be construed as investment advice, solicitation, or a public offer.

Article 15 – Accounting, Controls, and Reporting

The Company shall maintain accurate, complete, and auditable financial records.

Internal reports may be prepared periodically to assess capital deployment, custody integrity, yield generation, and progress against predefined milestones (including Bitcoin unit thresholds such as 0.5 BTC and 1 BTC).

Article 16 – Amendments

These Articles may be amended only by unanimous written resolution of the Management Committee.

All amendments shall be formally documented and retained as part of the official record.

Article 17 – Dissolution and Liquidation

In the event of dissolution, the liquidation and allocation of assets shall be determined by the Management Committee in accordance with applicable law and the Company’s long-term patrimonial objectives.

In such a case, Bitcoin may be sold or distributed in kind, subject to applicable regulations and tax considerations.

Article 18 – Governing Law

These Articles shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation.

Article 19 – Investment Policy Statement (Annex)

The Company shall maintain a separate Investment Policy Statement (IPS), adopted by the Management Committee, which defines:

a. Accumulation methodology and frequency (including use of the KAYLA Index).

b. Custody standards and security procedures.

c. Milestones, reporting cadence, and review mechanisms.

The IPS forms an integral part of the Company’s governance framework and may be updated independently, subject to unanimous approval of the Management Committee.

Adopted and approved by the Management Committee on 2025.02.04.