Articles of association

ARTICLES OF ASSOCIATION OF UNITED BANKERS PLC

1 § Company name and domicile
The name of the company is United Bankers Oyj; in Swedish, United Bankers Abp; and in English, United Bankers Plc. The company is domiciled in Helsinki.

 

2 § Company’s line of business
The company’s line of business is harmonising the operations of companies operating in the financial sector, business management consulting, management of group companies and securities trading.

 

3 § Book-entry system
The shares of the company shall belong to the book-entry system.

 

4 § Board of directors
The company has a Board of Directors that has at least four (4) and no more than eight (8) ordinary members. The term of office of the Board of Directors shall expire at the end of the following Annual General Meeting.

 

5 § Chief Executive Officer
The company may have a Chief Executive Officer. The Board of Directors shall decide on the appointment and dismissal of the Chief Executive Officer.

 

6 § Representation
The company is represented by the chairman of the Board of Directors and the CEO, each alone, or by two members of the Board of Directors together, in addition to which the Board of Directors may authorise a designated person or persons to represent the company.

 

7 § Financial year
The financial year of the company shall be the calendar year.

 

8 § Auditor
The Company shall have one (1) Auditor, who shall be an entity of Authorised Public Accountants, which responsible auditor shall be an Authorised Public Accountant.

 

The Auditor shall be appointed at the Annual General Meeting of Shareholders for a term of office expiring at the end of the Annual General Meeting of Shareholders following the appointment.

 

9 § Notice to the General Meeting of Shareholders, participation and meeting venue
The notice to the General Meeting shall be published on the company’s website and as a stock exchange release no earlier than two (2) months and no later than three (3) weeks prior to the General Meeting, however, no later than nine (9) days before the record date of the General Meeting. In addition, the Board of Directors may, at its discretion, publish the notice of the General Meeting in one or more newspapers.

 

To be entitled to attend the General Meeting, a shareholder must register with the company no later than on the date specified in the notice of the General Meeting, which date may not be earlier than ten (10) days prior to the General Meeting.

 

The Board of Directors may decide that the shareholders may also attend the General Meeting in a manner whereby shareholders exercise their decision-making powers by using telecommunications and technical means before or during the General Meeting.

 

In addition, the Board of Directors may also resolve on organizing a General Meeting without a meeting venue whereby the shareholders exercise their decision-making powers in full in real time during the General Meeting by using telecommunications and technical means.

 

10 § Annual General Meeting
The Annual General Meeting shall be held annually within six (6) months from the end of the financial year.

 

At the Annual General Meeting the following shall be presented:
1. financial statements, including all statutory documents, and the annual 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 for the members of the Board of Directors and the Chief Executive Officer;
6. the remuneration of the members of the Board of Directors and of the auditor;
7. the number of members of the Board of Directors;

 

the following shall be elected:
8. the members of the Board of Directors; and
9. the auditor.