Articles of Association
Articles of Association of SRV Group Plc
1 § The trade name of the company is in Finnish SRV Yhtiöt Oyj and in English SRV Group Plc. The domicile of the company is Espoo.
2 § The company’s field of business is to conduct construction activities, such as construction planning, construction, development of buildings, and project management, as well as ownership, brokerage and selling of real-estate properties and shares in housing companies, and leasing of equipment, as well as other activities related thereto, which may also be carried out by subsidiaries. The line of business of the company also includes construction-related activities abroad, in addition to which the company acts as the parent company of the group, the subsidiaries of which may also engage in lines of business deviating from the primary line of business. The company may, on behalf of the group, attend to the administration, strategic management and supervision of the group companies as well as other joint responsibilities related to the administration of the group. The company may also engage in securities trading as well as own and manage shares.
3 § The company’s shares are incorporated into the Finnish book-entry system.
4 § The Board of Directors of the company consists of a minimum of five (5) and a maximum of eight (8) ordinary members. The Board of Directors shall elect a vice chairperson from among its members. The term of office of the Board members expires upon the closing of the first Annual General Meeting of Shareholders following their election.
The General Meeting of Shareholders shall elect a chairperson for the same term of office.
5 § The company shall have a President & CEO, appointed and dismissed by the Board of Directors. The company may also have Vice Presidents, appointed by the Board of Directors. One of the Vice Presidents shall be appointed to act as the Deputy CEO when necessary.
6 § The company shall be represented:
- by a member of the Board of Directors together with the President & CEO, the deputy to the CEO, another member of the Board of Directors, or with a person authorised to represent the company, two together, or
- by persons authorised to represent the company by the resolution of the Board of Directors, two together, or each separately with a member of the Board of Directors or with the President & CEO.
7 § The company’s financial period shall be the calendar year.
8 § The company’s auditor shall be an auditing firm approved by the Finnish Patent and Registration Office, with an authorised public accountant as auditor in charge. The term of the auditor ends at the close of the Annual General Meeting following the election of the auditor.
9 § The Notice of General Meeting is to be published on the company’s Internet site no earlier than three months and no later than three weeks before the meeting. However, said Notice of General Meeting must be published no less than nine days before the General Meeting record date, as defined in the Limited Liability Companies Act. Additionally, the Board of Directors may decide on the publication of the Notice of General Meeting or an announcement concerning the Notice of General Meeting in one or more newspapers within the aforementioned time limit.
10§ In order to be allowed to participate in the General Meeting, a shareholder must notify the company of his or her intention to attend the meeting no later than on the date mentioned in the Notice of General Meeting, which may be no earlier than ten days before the meeting.
In addition, the provisions of the Limited Liability Companies Act on the right to participate in General Meetings of Shareholders in a company whose shares have been incorporated in the book-entry system shall be applied.
11 § The General Meeting of Shareholders shall be held in Espoo or Helsinki, according to the resolution of the Board of Directors.
The Board of Directors may also decide that the General Meeting shall be held without a physical venue, such that shareholders shall exercise their power of decision during the meeting in full and in real time via a telecommunications connection and technical equipment (remote meeting).
The Annual General Meeting of Shareholders, which shall be held annually by the end of May on the date determined by the Board of Directors, shall
1) the adoption of the financial statements and consolidated financial statements
2) the use of the profit shown by the balance sheet
3) the granting of discharge from liability to the members of the Board of Directors and the President & CEO
4) the number of the members of the Board of Directors
5) the remunerations of the members of the Board of Directors and the auditors
6) the members of the Board of Directors
7) the chairperson of the Board of Directors from among the elected Board members
8) the auditor, as well as
9) other matters mentioned in the Notice of General Meeting.