Wulff Group Plc’s Articles of Association/ Reg. number 731.326
1 § The company’s name is Wulff-Yhtiöt Oyj in Finnish and Wulff Group Plc in English. The company is domiciled in Helsinki.
2 § The company acts as a vendor and agency for office and computer supplies on its own and/or through its subsidiaries. The company may also engage in securities trading.
3 § The company’s shares are incorporated into the book-entry system.
4 § The company’s Board of Directors consists of 3 to 6 members. In addition, at most as many deputy members can be elected to the Board of Directors.
The term of the members of the Board of Directors terminates at the end of the Annual General Meeting following the election of the Board of Directors.
5 § The company has a CEO, who is appointed by the Board of Directors. The CEO is to supervise the company’s operational management in compliance with the instructions and guidelines provided by the Board of Directors.
6 § The company’s business name is signed by the CEO and those persons to whom the Board of Directors issues the right to sign the business name, each alone.
7 § The Board of Director decides on issuing full commercial power to represent the company.
8 § The company has one to two auditors. If the General Meeting elects only one auditor and the auditor is not a corporation of authorised public accountants, one deputy auditor must also be elected. Auditors are appointed until further notice.
9 § The invitations to the General Meeting are published on the company’s website at the earliest two months and not later than 21 days prior to the General Meeting, but not later than nine days before the General Meeting record date. In addition, the Board of Directors may decide to publish the notice in some other manner.
To be entitled to participate in a General Meeting, the shareholder shall notify the company of participation by the date indicated in the invitation, which may be at the earliest five days before the meeting.
10 § The Annual General Meeting shall be held annually on the date determined by the Board of Directors within six months of the end of the financial period.
The Meeting shall
present:
1. the financial statements, including the income statement, balance sheet and the report of the Board of Directors,
2. the Auditors’ report,
decide on:
3. adopting the income statement and balance sheet,
4. the measures to be taken based on the profit or loss in the adopted balance sheet,
5. discharging the members of the Board of Directors and the CEO of liability,
6. determining the fees of Board members and auditors, as well as the criteria for reimbursement of travel expenses,
appoint:
7. the members of the Board of Directors and
8. the auditors.
11 § The General Meetings can be held either in Espoo or in Helsinki.