1 § Business Name
The company's business name is Neo Industrial Plc, in Finnish it is Neo Industrial Oyj and in Swedish Neo Industrial Abp.
2 § Domicile of the company
The company's domicile is in Hyvinkää, Finland.
3 § Line of Business
The company's line of business is to either directly or through its subsidiaries or associated companies, semi-finished and semi-finished products or other industrial or other business, and research and development. The business of the company or its subsidiaries can be operated in Finland and abroad. The company may also carry on its business under its auxiliary business names. The company is also in charge of owning and managing shares, stakes, securities and other assets, supervising the operations of its subsidiaries and associated companies and other business units, and providing centralized operational, strategic, administrative, financial, risk management, financial management and other services for its' subsidiaries and associated companies and to plan and carry out economically appropriate new investments. The Company may also engage in financing activities, and acquire, own, manage and trade in real estate, securities and other financial instruments.
4 § Shares
The company's shares are divided into A shares and B shares. Of the total number of A shares at least fifty thousand (50,000) and up to two hundred thousand (200,000) and B shares at least two million four hundred thousand (2,400,000) and up to nine million six hundred thousand (9,600,000). A and B shares were distinguished in the following paragraph: §6.The issuance of new shares is the primary right of A shareholders to subscribe A shares and B shareholders the primary right to subscribe B shares because they are capable of holding the existing class of shares. Shareholders have a secondary right to subscribe for shares not subscribed under primary law.
5 § Book-entry system
The company's shares are included in the book-entry system.
6 § Voting right
In the Annual General Meeting, each A share carries twenty (20) votes and each B share one (1) vote.
7 § Board of Directors
The Company has a Board of Directors consisting of at least three (3) and at most seven (7) ordinary members. The Annual General Meeting may elect a maximum of three (3) deputy members to the Board. The term of office of a member of the Board begins at the close of the Annual General Meeting that elected him or her and continues until the end of the next Annual General Meeting. The Annual General Meeting elects the Chairman and Vice Chairman of the Board of Directors. The minutes of the Board meeting are reviewed and signed by the chairman of the meeting and one member elected by the Board.
8 § Managing Director
The company shall have a Managing Director appointed by the Board of Directors. The Managing Directors is responsible for the day-to-day operations of the company, in accordance with the instructions and regulations of the Board of Directors.
9 § Right to sign for the company
The chair of the Board or the company's Managing Director may sign for the company, each alone, or per procuram the person or persons authorized by the Board of Directors.
10 § Auditors
The company shall have one main auditor that is a firm of public accounts authorized by the Finland Chamber of Commerce. The term of office of the auditor expires at the end of the first annual general meeting following their election.
11 § Financial period
The company's financial period is a calendar year.
12 § Financial statements
The financial statements must be submitted to the auditor in good time, who must submit the auditor's report to the Board of Directors of the Company at least two week before the Annual General Meeting.
13 § Annual General Meeting
The Annual General Meeting is held annually by the end of June, on a date determined by the Board of Directors. The Extraordinary General Meeting shall be convened when deemed necessary by the Board of Directors or by an auditor or shareholders representing a total of at least one-tenth (1/10) of all shares for the written request of the Board. The Annual General Meeting and Extraordinary General Meeting are held at the Company's domicile or in Helsinki.
14 § Notice of general meeting
Notice of the General Meeting shall be published on the Company's website no earlier than three (3) months before the record date of the General Meeting and not later than three (3) weeks prior to the record date, nevertheless, always at least nine (9) days prior mentioned record date. In order to attend the General Meeting, a shareholder must register with the Company no later than on the date specified in the notice of the meeting, which may be at least ten (10) days prior to the meeting.
15 § Issues to be discussed at the Annual General Meeting
In the Annual General Meeting will be presented
- Annual report, financial statements and consolidated financial statements
- Auditor's report
- The Board of Directors' explanation for any comments made by the auditor is closed
- The financial statements which includes the approval of consolidated financial
- Discharging the Board members and Managing Director from liability
- The remuneration of the Board members and fee to the auditor
- The number of ordinary and deputy members of the Board of Directors shall be elected
- The Chairman and Vice Charman and other members and possible deputy members
- The main auditor
- Any other matters specified in the notice of the meeting