Articles of association

Articles of Association of Lemminkäinen Corporation

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 § President and CEO

The company shall have a President and CEO appointed by the Board of Directors.

6 § Representing the company

The company shall be represented by the President and CEO 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 General Meeting is convened by publishing the notice to the meeting on the Company's website no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting and, however, always at least nine (9) days prior to the record date of the General Meeting. In addition, a summary of the notice may be published in one or more newspapers

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 President and CEO;
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. elect 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 16 May 2013