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, developing buildings, and project management, as well as ownership, brokerage and selling of real estates and shares in housing companies, and leasing of equipment, as well as other activities related thereto which may also be exercised within subsidiaries. The line of business of the company also constitutes construction-related activities
abroad, in addition to which the company acts as the parent company within the group, the subsidiaries of which may have also lines of business deviating from the primary line of business.
The company may, on behalf of the group, arrange for the administration, strategic management and supervision of the group companies as well as for other joint responsibilities in relation to the administration of the group. The
company may also exercise trade in securities and own and govern shares.
3 § The company’s shares are incorporated into the Finnish book-entry system.
4 § The Board of Directors of the company consists of the minimum of five (5) and the maximum of eight (8) ordinary members. The Board of Directors shall elect a vice chairman 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 the election.
The General Meeting of Shareholders shall elect a chairman for the same term of office.
The Board of Directors constitutes a quorum, when more than half of the members of the Board of Directors are present and the chairman or the deputy chairman is one these.
5 § The company shall have a President and 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:
1) The chairman of the Board of Directors alone, or
2) a member of the Board of Directors together with the President and CEO, Deputy CEO or other person entitled to represent the Company, two together, or
3) persons entitled to represent the company by virtue of the resolution of the Board of Directors two together or each one separately together with a member of the Board of Directors or the President and CEO.
7 § The company’s financial period shall be the calendar year.
8 § The company shall have one ordinary auditor and one deputy auditor. Should an audit firm authorised by the Central Chamber of Commerce be elected as ordinary auditor, no deputy auditor needs to be elected. The term of office of the auditor shall end at the end of the first General Meeting of Shareholders following the election.
9 § The notice of a general meeting is to be published on the company’s Internet pages 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 by the Limited Liability Companies Act. Additionally, the Board of Directors may decide on publishing of notice of general meeting or an announcement concerning the notice of general annual meeting in one or more newspaper within the aforementioned time limit.
10§ In order to be allowed to participate in the shareholders' meeting, the 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 the meeting, which may be no earlier than ten days before the meeting.
In addition the provisions of the Limited Companies Act on the right to participate in shareholders meetings 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 in Helsinki, according to the resolution of the Board of Directors.
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 and 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 chairman of the Board of Directors among the elected Board members
8) the auditor and the deputy auditor, as well as
9) other matters mentioned in the notice of the meeting.