Article 1 Company’s name and domicile
The company’s name is Sievi Capital Oyj in Finnish and Sievi Capital plc in English. The company’s domicile is Sievi.
Article 2 Company’s line of business
The company’s line of business is investment and industrial activities. The company may act as the parent company of the Group as well as own and manage securities, shares and properties and trade in them.
Article 3 Board of Directors
The Board of Directors, which is composed of a minimum of three (3) and a maximum of seven (7) members on the basis of a decision of the Annual General Meeting, is responsible for seeing to the governance of the company and the appropriate organisation of the company’s operations. The Board of Directors elects a Chair from among its members. In the event of a tie, the election of the Chair will be resolved by drawing lots.
The term of the members of the Board of Directors terminates at the end of the first Annual General Meeting following the election.
Article 4 CEO
The company has a CEO appointed by the Board of Directors.
Article 5 Auditors
The company has one auditing firm as its statutory auditor with an Authorised Public Accountant as the principal auditor. The term of the auditor terminates at the end of the first Annual General Meeting following the election.
Article 6 Right to sign for the company
The following persons have the right to sign for the company: the CEO and the Chair of the Board of Directors individually; two members of the Board of Directors jointly; two persons authorised by the Board of Directors jointly or each of them jointly with a member of the Board of Directors.
The granting of procuration rights is decided by the Board of Directors.
Article 7 Notice of the Annual General Meeting and participation in the AGM
The notice of the Annual General Meeting must be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the AGM, and no later than nine (9) days prior to the record date of the AGM. The notice is delivered to the shareholders by publishing it on the company’s website or in a newspaper designated by the Board of Directors or by sending it by mail to the addresses recorded in the company’s shareholder register.
To participate in the Annual General Meeting, shareholders must register with the company no later than on the date specified in the notice of the meeting, which may not be earlier than ten (10) days before the meeting.
Article 8 Annual General Meeting
The Annual General Meeting must be held annually on a date determined by the Board of Directors that is within six (6) months of the end of the financial period. The AGM must be held in the company’s domicile, Helsinki, Vantaa or Oulu.
The meeting must decide on the following:
(1) the adoption of financial statements, including the adoption of the consolidated financial statements;
(2) the use of the profit shown on the balance sheet;
(3) the discharge of the members of the Board of Directors and the CEO from liability;
(4) the election of the members of the Board of Directors and, if necessary, the auditor and the deputy auditor;
(5) the remuneration of the members of the Board of Directors and auditors; and
(6) other matters mentioned in the notice of the meeting.
Article 9 Share-related rights
The company’s shares are included in the book-entry system.