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).
§ 5 Book-entry securities system
The Company shares shall be registered in the book-entry securities system.Only those shareholders will be entitled to receive distributable funds from the Company and to subscribe for new shares in conjunction with an increase in the Company's share capital:
- Who have registered as shareholders in the shareholder register on the record date specified by the Company,
- Whose right to receive payment is registered on the record date in the book-entry account of the shareholder registered in the shareholder register, or whose share, if this is nominee registered, is registered in his/her book-entry account on the record date and the custodian of which is registered in the shareholder register as the custodian of the shares on the record date.
§ 6 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 and a Deputy Chairman from among its members, who shall hold office until the end of the following Annual General Meeting.
§ 7 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.
§ 8 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.
§ 9 Auditors
The Company shall have one regular Auditor and one Deputy Auditor. Their term of the Auditor extends over the entire financial year. The regular Auditor and the Deputy Auditor shall be authorized public accountants or authorized public accounting firms.
§ 10 Convocation
The Shareholders’ Meeting shall be announced in a national newspaper chosen by the Board or on the web site of the company, no earlier than three months before the Shareholders’ Meeting and no later than 21 days before the Shareholders’ Meeting. The invitation must in any event be given no later than nine (9) days before the record date of the Shareholders Meeting.
§ 11 Attendance
A Shareholder who wishes to attend a Shareholders' Meeting shall notify the Company's Board of Directors no later than on the day specified in the convocation. The date so indicated shall not be earlier than five days prior to the meeting.
§ 12 Meeting procedure
A Shareholders' Meeting shall be opened by the Chairman or Deputy Chairman of the Board of Directors, or, if they are 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.
§ 13 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
1. The financial statements
2. The Auditors’ report;
3. Approval of the income statement and balance sheet;
4. Measures to which the result shown in the financial statements may give rise as well as the date, starting from which the shareholders can collect their dividends;
5. Discharge from liability to the members of the Board of Directors and the President and CEO;
6. Number of Board Members and the remuneration to be paid to Board Members;
7. The remuneration to be paid to the Auditors;
8. Any other matters mentioned in the convocation to the General Meeting;
9. Board Members and
10. The Auditor and Deputy Auditor.
§ 14 Financial year
The Company's financial year is the calendar year.