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Articles of association

THE COMPANY AND ITS OPERATIONS

§ 1 Name and domicile

The name of the Company is Finnlines Oyj, in Swedish Finnlines Abp, in English Finnlines Plc, and in German Finnlines AG. The Company is domiciled in the City of Helsinki.

§ 2 Object of the Company

The Company shall engage in shipping, other transport operations and foreign trade as well as other services, trade and commercial operations related to the foregoing. The Company may own and administer real property and shares.

 

MINIMUM AND MAXIMUM CAPITAL, SHARES AND SHAREHOLDERS

§ 3 Minimum and maximum capital

The Company’s minimum capital is EUR 50 million and its maximum capital EUR 200 million, within which limits the share capital may be increased or decreased without amending these Articles of Association.

§ 4 Nominal value of the shares

The nominal value of the shares is EUR 2 (two).

 

ADMINISTRATION

§ 5 Board of Directors

The Board of Directors shall comprise at least five and at most eleven Members. The term of a Board Member will begin immediately following the election and will end no later than at the close of the first subsequent Annual General Meeting. Should a Board Member resign before the end of his term, a by-election for the remainder of his term can be held at a General Meeting.

The Board of Directors shall elect a Chairman among its members.

§ 6 President

The Company shall have a President appointed by the Board of Directors. The President shall be responsible for managing the administration of the Company in accordance with instructions and requirements of the Board of Directors, and he may have one or more deputies.

§ 7 Signing for the Company

The Chairman of the Board of Directors and the Company's President shall sign for the company, each singly, and the Members of the Board of Directors two jointly. 

The Board of Directors shall decide on the granting of procuration.

§ 8 Auditors

The Company shall have one regular Auditor and when this is not an auditor approved by the Finnish Patent and Registration Office Auditor Oversight, one Deputy Auditor.

Their term of the Auditor extends over the entire financial year. 

 

SHAREHOLDERS' MEETING

§ 9 Convocation

The notice to the Shareholders’ Meeting shall be given no earlier than three (3) months before the Shareholders’ Meeting and no later than one (1) week before the Shareholders’ Meeting. The notice must be delivered to all shareholders whose address is known to the company, or by any other verifiable manner.

§ 10 Meeting procedure

A Shareholders' Meeting shall be opened by the Chairman, or, if he or she is unable to attend, by another Member of the Board of Directors who is present.

The Chairman of the Shareholders' Meeting takes care of that minutes are being kept at the meeting. The minutes shall be verified by at least one minutes-checker elected by the meeting.

Matters shall be decided by a simple majority of votes, unless otherwise prescribed by the Companies Act. In the event of a tie, the Chairman shall have the casting vote except in an election, where the matter shall be settled by ballot. The method of voting shall be decided by the Chairman of the meeting.

§ 11 Annual General Meeting

The Annual General Meeting shall be held annually at the latest in June.

At the Annual General Meeting the following shall be

presented:

  1. The financial statements;
  2. The Auditors’ report;



decided:

  1. Approval of the income statement and balance sheet;
  2. The use of the profit shown on the balance sheet;
  3. Discharge from liability to the members of the Board of Directors and the President;
  4. Number of Board Members and the remuneration to be paid to Board Members;
  5. The remuneration to be paid to the Auditors;
  6. Any other matters mentioned in the convocation to the General Meeting;



elected:

  1. Board Members and
  2. The Auditor and Deputy Auditor, if any.
 

§ 12 Financial year

The Company's financial year is the calendar year.