Articles of Association of Fondia Plc
1 Company name
The name of the company is Fondia Oyj, in Swedish Fondia Abp and in English Fondia Plc.
2 Domicile of the company
The registered office of the Company is Helsinki.
3 Field of activity of the company
The company's business is to provide companies with productised administrative and legal services and other management consultancy services. The company may also provide translation services. The company may buy, sell and own real estate and shares, and engage in other investment activities.
4 The value share system
The Company's shares are included in the book-entry system after a registration period to be determined by the Board of Directors.
5 Board of Directors
The Company shall have a Board of Directors consisting of at least three (3) and no more than eight (8) ordinary members. The term of office of the members of the Board of Directors and of any deputy members shall expire at the close of the first Annual General Meeting following the election.
6 Representation of the company
The Company is represented not only by the Board of Directors but also by the Chairman of the Board of Directors and the Managing Director alone and by two members of the Board of Directors together. The Board of Directors may also grant the right of representation to a member of the Board of Directors or another person.
7 Notice of the General Meeting
The notice of the General Meeting shall be published on the company's website at least three (3) months and at the latest three (3) weeks before the General Meeting, but always at least nine (9) days before the record date of the General Meeting. Shareholders wishing to attend the General Meeting must give prior notice in the manner specified in the notice of the meeting and no later than the date specified in the notice, which may not be earlier than ten (10) days before the date of the meeting.
8 Annual General Meeting
The Annual General Meeting shall be held annually on a date to be determined by the Board of Directors within six (6) months of the end of the financial year.
The following must be presented at the Annual General Meeting
1. the financial statements, including the consolidated financial statements and the report of the Board of Directors,
2. an auditor's report;
decide
3. the adoption of the annual accounts and consolidated accounts,
4. the measures to be taken in the event of a profit or loss as shown in the approved balance sheet and the distribution of dividends,
5. the discharge of the members of the Board of Directors and the Managing Director,
6. the number of members of the Board of Directors and the remuneration of the members of the Board of Directors and the auditor,
to be elected
7. the members of the Board of Directors; and
8. the auditor,
to be dealt with
9. any other business mentioned in the invitation to the meeting.
9 Place and organisation of the General Meeting by remote meeting
The General Meeting may be held at the registered office of the company or elsewhere in the Helsinki Metropolitan Area, at the discretion of the Board of Directors.
The Board of Directors may decide that the General Meeting may also be attended in such a way that the shareholder exercises his or her quorum fully during the meeting by means of a telecommunication connection and a technical aid (hybrid meeting).
The Board of Directors may also decide that the general meeting shall be held without a meeting venue, so that shareholders exercise their decision-making rights fully and in a timely manner during the meeting by means of a telecommunication connection and technical assistance (remote meeting). A shareholder attending a remote meeting may exercise all his rights at the remote meeting in a manner equivalent to participation at the place of the meeting.
10 Arbitration clause
Any dispute arising from the application of these Articles of Association or the Companies Act shall be finally settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce, with one arbitrator. The place of arbitration shall be Helsinki and the arbitration shall be conducted in Finnish or Swedish, unless one of the parties requests that the arbitration be conducted in English.