ARTICLES OF ASSOCIATION
I THE TRADE NAME, DOMICILE, LINE OF BUSINESS AND SHARES OF THE COMPANY
1 § The trade name of the company is Aspo Oyj, in English Aspo Plc and in Swedish
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 § The Board of Directors constitutes a quorum when more than half of its members are present at the meeting. In the event of a tie, the chairperson of the meeting shall have the casting vote.
6 § 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
7 § The company's fiscal year is the calendar year.
8 § The management and accounts of the company are subject to an external audit by an auditor elected by the Annual Shareholders’ Meeting. The auditor shall be an audit firm approved by the Finnish Patent and Registration Office. The term of office of the auditor shall expire at the termination of the first Annual Shareholders’ Meeting following the election.
IV ANNUAL SHAREHOLDERS´ MEETING
9 § In order to be allowed to speak and vote at the Annual Shareholders´ 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.
10 § Notice of the Annual Shareholders’ Meeting shall be published in a stock exchange release and on the company’s website not earlier than two months and not later than twenty-one (21) days prior to the meeting, however, at least nine (9) days prior to the record date for the shareholders’ meeting. In addition, the Board of Directors may at their discretion decide to announce about the shareholders’ meeting in one or several newspapers.
The Board of Directors may decide that the general meeting is held without a meeting venue whereby the shareholders have the right to exercise their power of decision in full in real time during the meeting using telecommunication connection and technical means (remote meeting).
11 § At the Annual Shareholders´ 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, and
8. any other business specifically indicated in the notice of the meeting,
elected:
9. new members of the Board of Directors, and
10. the auditor.