Articles of Association
1 § The trade name of the company is Elenia Oy and its domicile is Tampere.
2 § The line of business of the company is the transmission and distribution of electricity, installation and sale of electrical accessories and electrical equipment and other business activities related to grids as well as the ownership of immovable assets, shares and other securities.
3 § The Board of Directors of the company shall comprise a minimum of three and a maximum of twelve ordinary members. At least one of the ordinary members of the Board of Directors shall be an independent member (Independent Member) appointed in accordance with the terms of the finance arrangements of the company group. The members of the Board of Directors shall be appointed until further notice. The approval of the Independent Member shall be required when resolving on the following matters:
- voluntary repayment of loans issued by direct or indirect shareholders of the company;
- assignment of company property in a bankruptcy procedure;
- presenting a petition to commence a restructuring procedure in accordance with the Restructuring of Enterprises Act (25.1.1993/47); and
- proposing the distribution of assets to the General Meeting of Shareholders.
4 § The company may have a Managing Director appointed by the Board of Directors.
5 § The company is represented by the Chairman of the Board of Directors and the Managing Director, each of them alone, or by any two members of the Board of Directors jointly, as well as by persons authorized to do so by the Board of Directors. In addition, the Board of Directors may authorize one or more persons to sign the company name by virtue of procuration rights.
6 § The company shall have one certified auditor who must be an auditor approved by the Central Chamber of Commerce. The auditor is elected for a term that ends at the close of the next Annual General Meeting of Shareholders following the election.
7 § The Annual General Meeting of Shareholders of the company shall be held each year within six months of the end of the financial period.
8 § The invitation to a General Meeting of Shareholders shall be delivered to the shareholders by post at the earliest two months and at the latest one week prior to the meeting to an address given by the shareholders to the Board of Directors.
9 § In the Annual General Meeting of Shareholders it shall be resolved on:
1) adoption of the financial statements;
2) the use of the profit shown on the balance sheet; and
3) granting of discharge from liability to the members of the Board of Directors and the Managing Director.
In addition, any other matters referred to in the invitation to the meeting shall be considered at the Annual General Meeting.