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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 Line of business

The Company is engaged in shipping, other transport operations and foreign trade as well as other related services, trade and commercial operations. 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 (5) and at most eleven (11) Members.

The term of office for a Board Member will begin immediately following the election and will end no later than at the conclusion of the first Annual General Meeting following the election. Should a Board Member resign before the end of his or her term, a by-election for the remainder of the term can be held at an Annual  General Meeting.

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

§ 6 Managing Director

The Company shall have a Managing Director appointed by the Board of Directors. The Managing Director shall be responsible for managing the administration of the Company in accordance with instructions and requirements of the Board of Directors. The Company may have one or more Substitutes for the Managing Director.

§ 7 Signing for the Company

The Chairman of the Board of Directors and the Company's Managing Director 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 signing for the company and procuration.

§ 8 Auditors

The Company shall have one Auditor with Principal Responsibility  and one Deputy Auditor if the Auditor with Principal Responsibility is not an auditing corporation approved by the auditor oversight under the Finnish Patent and Registration Office.

The term of office of the Auditor is one financial year.


SHAREHOLDERS' MEETING

§ 9 Notice to convene a meeting

Shareholders' Meetings shall be announced no earlier than three (3) months and no later than one (1) week before the Meeting. A written notice of the Meeting shall be sent to all shareholders whose addresses are known to the Company or by other verifiable means.

§ 10 Meeting procedure

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

The Chairman of the Shareholders' Meeting shall make sure 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. Use of the profit shown on the balance sheet;
  3. Discharge from liability to the members of the Board of Directors and the Managing Director;
  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 with Principal Responsibility and, if needed, Deputy Auditor.
 

§ 12 Financial year

The Company's financial year is the calendar year.