Articles of Association
Section 1. Company name and place of registered office
The company’s name is Solwers Oyj and its registered office is in Kauniainen, Finland. The company name is Solwers Abp in Swedish, Solwers Plc in English and Solwers AG in German.
Section 2. Line of business
The company’s line of business is the provision of design, consultancy and other professional services, as well as the production of group services and support functions. The company may engage in machinery and equipment rental activities and securities trading, as well as own, lease, manage and trade real estate.
Section 3. Board of Directors
The company has a Board of Directors consisting of one to eight full members and one alternate member, if fewer than three full members are elected. The members’ term expires at the end of the first Annual General Meeting following the election.
Section 4. Signing on behalf of the company and representing the company
The Chairman of the Board and the CEO are both authorised to sign on behalf of the company by themselves. In addition, two (2) Board members are authorised to sign on behalf of the company together.
Section 5. Auditor
The company has one auditor, which must be an audit firm that complies with the Auditing Act. The auditor’s term expires at the end of the Annual General Meeting following the selection.
Section 6. The company’s accounting period
The accounting period ends on 31 December each year.
Section 7. Notice of the Annual General Meeting
The notice of the Annual General Meeting is published on the company’s website no earlier than three (3) months and no later than three (3) weeks before the meeting, but at least nine (9) days prior to the record date of the Annual General Meeting.
Section 8. Registration for the Annual General Meeting
In order to be entitled to participate in the Annual General Meeting, a shareholder must register with the company no later than the time specified by the Board of Directors in the notice convening the meeting, which may not be earlier than ten
(10) days before the meeting.
Section 9. Location of the Annual General Meeting
The Annual General Meeting is held at a location determined by the company’s Board of Directors, which can – in addition to the company’s registered office – be in Espoo, Helsinki or Vantaa.
Section 10. Annual General Meeting
The Annual General Meeting must be held annually on a date determined by the Board of Directors within six (6) months after the end of the accounting period.
The meeting must:
1. the financial statements, comprising the income statement, the balance sheet, the consolidated financial statements and the annual report;
2. the audit report;
3. the confirmation of the income statement, the balance sheet and the consolidated financial statements;
4. the measures that need to be taken on the basis of the profits or losses on the confirmed balance sheet;
5. discharging the Board members and CEO from liability;
6. the number of full members of the Board of Directors;
7. the members of the Board of Directors
8. the auditor
9. other matters stated in the invitation to the meeting
Section 11. Book-entry system
Shares of the company are part of the book-entry system after the end of the registration period.