Articles of Association of Lemminkäinen Oyj
1 § Name and domicile of the company
The name of the company is Lemminkäinen Oyj, in English Lemminkäinen Corporation. The company’s domicile is Helsinki, Finland.
2 § Field of activity
The field of activity of the company is to, either itself of through its subsidiaries, be engaged in the construction and contracting business, industrial production, wholesale and retail trade with building materials and supplies, import and export of building materials, securities trading and buying and selling of real estate property.
3 § Incorporation in the book-entry system
The company’s shares are incorporated in the book-entry system of securities.
4 § Board of Directors
The Board of Directors shall consist of a minimum of four (4) and a maximum of eight (8) Members. The term of the Members of the Board of Directors shall end at the close of the Annual General Meeting following the election.
5 § Managing Director
The company shall have a Managing Director appointed by the Board of Directors.
6 § Representing the company
The company shall be represented by the Managing Director alone and by any two Members of the Board of Directors jointly. Furthermore, the Board of Directors may authorize persons to represent the company per procurationem.
7 § Auditors
The company shall have one Auditor. The Auditor shall be an auditing firm approved by the Central Chamber of Commerce. The term of the Auditor shall end at the close of the Annual Meeting following the election.
8 § Financial year
The financial year of the company shall be one calendar year.
9 § Notice of a General Meeting
The notice of a General Meeting shall be served by way of a notice in one or several newspapers determined by the Board of Directors appearing in Helsinki. The notice of the General Meeting shall be served no earlier than two (2) months prior to and no later than one week prior to the time limit set forth in Chapter 4 Section 2 Subsection 2 of the Companies Act.
10 § Registration of participation in the General Meeting
To be able to attend the General Meeting, each shareholder shall notify the company by the date mentioned in the notice of the meeting, which date may be no earlier than ten (10) days prior to the meeting.
11 § General Meeting
The Annual General Meeting shall be held annually on the date determined by the Board of Directors within six (6) months of the end of the financial year concerned.
The Annual General Meeting shall:
be presented with
1. the company´s Financial Statements and the consolidated Financial Statements;
2. the Auditor´s Report;
decide
3. on the adoption of the Financial Statements and the consolidated Financial Statements;
4. on the use of the profit shown on the Balance Sheet;
5. on the discharge from liability for the Members of the Board of Directors and Managing Director;
6. on the remuneration payable to the Members of the Board of Directors and bases for reimbursement of travel expenses;
7. on the number of the Members of the Board of Directors;
8. on the fees payable to the Auditor;
elect
9. the Members of the Board of Directors; and
10. the Auditor.
An Extraordinary General Meeting shall be held when deemed appropriate by the Board of Directors or when such a meeting shall be convened by law.
Updated 27.3.2008