Unofficial translation of the Articles of Association of Nurminen Logistics Plc
§1 The trade name of the company is Nurminen Logistics Oyj, Nurminen Logistics Plc in English and Nurminen Logistics Abp in Swedish. The company’s domicile is Helsinki.
§ 2 The company’s business area is to produce and provide logistics and forwarding services, engage in transport and in financing activities and other activities related to the above in Finland and abroad. With respect to the forwarding business the company may grant guarantees to parties levying customs duties, taxes and other public fees. To conduct its activities, the company may own and possess properties, hold shares in companies that support and complement its activities and engage in leasing of office and warehouse premises. In addition, the company may acquire, own and sell securities. In its capacity as the parent company, the Company can attend to the administration, human resources management, financing, finances, information management, legal affairs and communications as well as other joint services and tasks of the Group. The Company may engage in operations itself and through subsidiaries and associated companies and joint ventures.
§3 The Company’s shares have been included in the book-entry securities system.
§4 The Company has a Board of Directors, which comprises four to eight persons and no more than three deputy members as decided and elected by the Annual General Meeting. The Board elects a chairman from its membership.
§5 The company has a President and CEO appointed by the Board of Directors. The President and CEO is responsible for the daily management of the company in accordance with the instructions and directions of the Board of Directors.
§6 The company is represented by the President and CEO, a board member, a holder of procuration or other person appointed to represent the company two together. The Board of Directors may give named persons the right to represent the company so that they represent it two together or each alone with a member of the board, a holder of procuration or the President and CEO.
§7 The Company shall have one (1) auditor authorized by the central Chamber of Commerce. The auditor’s term is the financial year that is current and the term ends at the end of the first the Annual General Meeting following the election.
§8 The company’s financial year is the calendar year.
§9 Notices of General Meetings of shareholders must be delivered to shareholders no later than three (3) weeks prior to the date of the General Meeting but at least nine (9) days prior to the record date of the General Meeting by publishing them in a national newspaper chosen by the Board of Directors or on the company´s website.
To take part in a General Meeting, shareholders must register with the company by the date indicated in the notice at the latest, which may be no earlier than ten (10) days before the meeting.
The Board of Directors may resolve on organizing the General Meeting without a meeting venue whereby the shareholders have the right to exercise their power of decision in full in real time during the meeting using telecommunication connection and technical means.
§10 The Annual General Meeting must be held annually within six (6) months of the end of the financial year.
The meeting shall:
Present:
1. the financial statements, consolidated financial statements and a Board of Directors’ report:
2. an auditor’s report;
Make decisions concerning:
3. the approval of the financial statements and the consolidated financial statements;
4. the measures arising from profit recorded in the balance sheet;
5. the release from liability of the members of the board and the President and CEO;
6. the fees of the members of its Board of Directors and auditors and the principles of their remuneration;
7. the number of board members and potential deputy members;
Elect:
8. members of the Board of Directors and deputy members if needed; and
9. the auditor.