Panostaja Oyj’s By-laws
1 § Company name and location
The company name is Panostaja Oyj and its domicile is Tampere.
2 § Company’s field of business
The company’s field of business is to carry out and finance production, development and research activities either directly or through subsidiary or associated companies and to own, partially or entirely, the shares and other equity of other commercial companies and especially the premises and other fixed assets to be used by the group of companies. The company provides guarantees and other securities for their credits and other liabilities to the companies that belong, as majority or minority shareholders, to the group of companies, and sees to the development and supervision of these companies.
3 § Shares
The company’s shares belong to the book-entry system.
4 § Board of Directors
The company shall have a Board of Directors which shall consist of no less than three (3) and no more than six (6) members. The term of office of the members of the Board of Directors shall end at the close of the first Annual General Meeting of Shareholders following the election.
The Board of Directors shall choose from its members a Chairman and a Vice-Chairman.
5 § Managing Director
The company shall have a Managing Director who is elected by the Board of Directors.
6 § Auditors
The company shall have at least 1 Authorised Public Accountant and 1 Deputy Auditor. An audit corporation authorised by the Central Chamber of Commerce of Finland can be elected as Auditor, in which case a Deputy Auditor shall not be elected.
The term of office of the Auditors is the financial year and their duties shall cease at the close of the first Annual General Meeting of Shareholders following the election.
7 § Representarion of the company
The company is represented by the Chairman of the Board of Directors and the Managing Director each alone or by two members of the Board of Directors together.
The Board of Directors decides on procurations.
8 § Notice of the General Meeting of Shareholders and participation in the General Meeting of Shareholders
An invitation to a General Meeting of Shareholders must be published on the company’s website no earlier than two (2) months, no later than three (3) weeks but at least nine (9) days before the General Meeting Record Date referred to in Chapter 4, Section 2, Clause 2 of the Limited Liability Companies Act of Finland. If its sees fit to do so, the Board may also publish a meeting notice in one or more newspapers.
In order to be entitled to attend a General Meeting of Shareholders, a shareholder must inform the Company by the date stated on the invitation, which may be no earlier than ten (10) days before the meeting.
9 § Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held annually by the end of June on the date designated by the Board of Directors.
The Meeting shall:
present:
1. the annual accounts, including the consolidated annual accounts and the annual report,
2. the Auditor’s report,
decide on:
3. the approval of the annual accounts,
4. the use of the profit shown in the balance sheet,
5. the discharge from liability of the members of the Board of Directors and the Managing Director,
6. the remuneration of the members of the Board of Directors and the Auditors
7. the number of members of the Board of Directors,
8. the number of Auditors,
elect:
9. the members of the Board of Directors,
10. the Auditors and, if necessary, the Deputy Auditors,
discuss:
11. other matters specified in the notice of the meeting.
10 § Financial year
The company’s fiscal period begins on 1 November and ends on 31 October.