1 § Company name and registered office
The trade name of the company is Loihde Oyj, in Swedish Loihde Abp and in English Loihde Plc.
The company’s registered office is Seinäjoki.
2 § The company’s line of business
The company’s line of business is to engage in, manage, and develop business activities, and to engage in business consulting in connection with digitalisation, information management, security, and different technologies; to own, rent, and sell property and shares; and to engage in financing and investment activities. The company may engage in activities directly or through its subsidiaries, affiliates, or ownership companies.
3 § Shares
The company’s shares are incorporated in the book-entry system.
4 § Board of Directors
The company has a Board of Directors, consisting of five to seven ordinary members.
The term of the members of the Board of Directors shall end with the conclusion of the Ordinary General Meeting following the appointment.
5 § Managing Director
The company has a Managing Director appointed by the Board of Directors, who shall see to the executive management of the company in accordance with the instructions and orders given by the Board of Directors.
6 § Auditors
The company has one auditor that is an audit firm with an auditor in charge that is approved by the Central Chamber of Commerce (“KHT auditor”).
The term of the auditor shall end with the conclusion of the Ordinary General Meeting following the appointment.
7 § Representation
The company is represented by the Managing Director or the Chairperson of the Board of Directors, each on his or her own, or by any two members of the Board of Directors together.
The Board of Directors can give a specified person procuration rights or the right to represent the company.
8 § Financial period
The financial period of the company is the calendar year.
9 § Ordinary General Meeting
The Ordinary General Meeting shall be held annually on a date decided by the Board of Directors, before the end of June, in Seinäjoki or Vaasa. An Extraordinary General Meeting shall be held in Seinäjoki or Vaasa. The Board of Directors may also decide that the General Meeting shall be held without a meeting location so that the shareholders exercise their power of decision during the meeting in full and in real time by telecommunications and other technical means (remote meeting).
A shareholder shall have the right to have a matter dealt with by the General Meeting, if he or she so demands in writing from the Board of Directors well in advance of the meeting, so that the matter can be mentioned in the notice.
The notice of the General Meeting shall be published on the company’s website no earlier than two months and no later than three weeks before the General Meeting, however, no later than nine days before the record date of the General Meeting. The Board of Directors may decide to publish the notice or an announcement about the General Meeting within the same time limit in one or several newspapers.
In order to have the right to attend the General Meeting, a shareholder shall register with the company by the date mentioned in the notice, which may not be earlier than one week before the General Meeting.
A proxy representative authorised by a shareholder may also represent other shareholders by way of proxy at the General Meeting.
At the Ordinary General Meeting the following shall be
1) the financial statements, and
2) the auditor’s report;
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 Managing Director,
6) the remuneration of the members of the Board of Directors and the grounds for reimbursement of travel expenses and other possible expenses, and
7) the remuneration of the auditor;
8) the members of the Board of Directors, and
9) the auditor; and
10) other matters possibly indicated in the notice of the Ordinary General Meeting.
Registered on 23 May 2023
Validity of the translation:
In cases of disagreement regarding the interpretation of these Articles of Association, the official version in Finnish takes precedence over this translation.