Articles of association
Note: this translation is unofficial.
1 § Company name and registered office
The company name is Springvest Oyj, in English Springvest Corporation and in Swedish Springvest Abp.
The company’s registered office is Helsinki.
2 § Field of operation
The company’s field of operation is to provide, in accordance with a licence granted to the company, investment services and ancillary services in accordance with the Investment Services Act.
3 § Book-entry securities system
The company’s shares belong to the book-entry securities system.
4 § Board of Directors
The company has a Board of Directors, which is responsible for the company’s administration and the appropriate organisation of its operations.
The Board of Directors consists of a minimum of three (3) and a maximum of eight (8) ordinary members. The Board of Directors elects a Chairman from among its members.
The Board of Directors is elected at the Annual General Meeting for a term of office that ends at the close of the Annual General Meeting following the election.
5 § Chief Executive Officer
The Chief Executive Officer manages the company’s day-to-day administration in accordance with the instructions and orders of the Board of Directors.
6 § Representation of the company
The Chairman of the Board of Directors and the Chief Executive Officer are each entitled to represent the company alone, and members of the Board of Directors are entitled to represent the company two (2) together.
The Board of Directors may grant a named person a procuration or the right to represent the company.
7 § Financial period
The company’s financial period is the calendar year.
8 § Auditor
The company’s auditor shall be an audit firm, whose principal auditor in charge must be an Authorised Public Accountant (KHT).
The auditor is elected at the Annual General Meeting for a term of office that ends at the close of the Annual General Meeting following the election.
9 § Notice of General Meeting
The notice of General Meeting shall be published on the company’s website no earlier than three (3) months and no later than three (3) weeks before the General Meeting, however at least nine (9) days before the record date of the General Meeting.
A shareholder wishing to participate in the General Meeting must notify the company no later than the date specified in the notice of meeting, which may be no earlier than ten (10) days before the meeting.
The Board of Directors may decide that a shareholder may also participate in the General Meeting by exercising their shareholder rights before or during the General Meeting by means of telecommunications or other technical means (remote participation).
The Board of Directors may also decide that the General Meeting will be held without a meeting venue, so that shareholders exercise their decision-making power fully by means of telecommunications or other technical means during the meeting (virtual meeting).
10 § Annual General Meeting
The Annual General Meeting must be held within six (6) months of the end of the financial period.
The following shall be presented at the meeting:
1. the financial statements and the board of directors’ report;
2. the auditor’s report;
the following shall be decided:
3. the adoption of the financial statements;
4. the use of the profit shown on the balance sheet;
5. the discharge from liability of the members of the Board of Directors and the Chief Executive Officer;
6. the number of members of the Board of Directors;
7. the remuneration of the members of the Board of Directors and the auditor;
the following shall be elected:
8. the members of the Board of Directors
9. the auditor; and
the following shall be considered:
10. any other matters mentioned in the notice of meeting.