Articles of Association
I The name, registered office, line of business and
shares of the company
1 § The name of the company is Aspo Oyj. The
English language name of the company is Aspo Plc. The registered
office of the company is in Helsinki.
2 § The line of business of the company is to own
and control stocks, shares, securities and other types of assets,
control the operations of its subsidiary companies and other
business units, and centrally manage issues relating to the
administration, financing and strategic planning of all companies
in the Group, as well as to plan and implement financially viable
new investments. The company has the right to own and trade real
estates and securities, and conduct other investment
activities.
3 § The shares of the company belong to the
book-entry system.
II Administrative bodies of the company
4 § The Board of Directors shall consist of no
fewer than five (5) and no more than eight (8) members. The members
of the Board elect a chairman and a vice-chairman from amongst
themselves. The term of the Board will expire at the end of the
ordinary annual shareholder's meeting which next follows the
election.
5 § A quorum of the Board of Directors is present
when the minimum of one-half of its members, including the Chairman
or the Vice-Chairman is present.
6 § Minutes shall be kept of the proceedings of
Board meetings, including meeting attendees and decisions made. The
Board minutes shall be signed by all Board members present at the
meeting.
7 § The company is represented by the members of
the Board of Directors, two together, or a Board member with
another person authorized by the Board to represent the company, or
the Chief Executive Officer with a member of the Board of
Directors, two together, or with another person authorized by the
Board of Directors to represent the company.
The Board of Directors may authorize other persons specified by
name to represent the company two together, or separately with a
member of the Board or the Chief Executive Officer.
III Annual financial statements and auditors
8 § The company's fiscal year is the calendar
year.
9 § The management and accounts of the company are
subject to an external audit by an auditor elected by the Annual
Shareholder's Meeting. The auditor shall be a public accounting
corporation approved by the Central Chamber of Commerce of Finland.
The term of office of the auditor shall expire at the termination
of the first Annual Shareholder's Meeting following the
election.
IV Annual Shareholder's Meeting
10 § In order to be allowed to speak and vote at
the Annual Shareholder's Meeting, a shareholder must register at
the company as indicated in the notice of the meeting. The period
of registration shall not expire earlier than ten (10) days before
the meeting.
11 § Notice of the Annual Shareholder's Meeting
shall be published in a stock exchange release and in newspapers
determined by the Board of Directors of the company not earlier
than two (2) months and not later than seventeen (17) days prior to
the meeting.
12 § A secretary appointed by the Chairman shall
keep minutes at the Annual Shareholder's Meeting. The minutes of
the meeting shall be signed by the Chairman and two minute auditors
elected at the meeting.
13 § At the Annual Shareholder's Meeting it must
be
presented:
1. the financial statements, and
2. the auditor's report,
resolved:
3. the adoption of financial statements including the Group
financial statements,
4. the measures warranted by the profit shown on the adopted
balance sheet,
5. discharging the members of the Board of Directors and the
Chief Executive Officer,
6. the compensation of the members of the Board of Directors
and the auditor,
7. the number of members of the Board of Directors,
8. any other business specifically indicated in the notice of
the meeting,
elected:
9. new members of the Board of Directors,
10. the auditor.