Articles of Association of Life Annuity Institution Hereditas Ltd (Non-official translation from Swedish original)
1§ Business name
The business name of the company is Elinkorkolaitos Hereditas Oy in Finnish, Livränteanstalten Hereditas Ab in Swedish and Life Annuity Institution Hereditas Ltd in English.
The domicile of the company is the city of Helsinki.
3§ Field of Business
The company operates in investment business.
All shares carry equal rights in the company. One share carries one vote at the Annual General Meeting in all the issues addressed. The shares of the company are part of the book-entry system.
5§ Accounting Period
The accounting period of the company is one calendar year.
6§ The Board
The number of board members shall be no less than four (4) and no more than seven (7). The number of board members is decided at the General Meeting. The board members are elected by the General Meeting fora period of three years. A person who turns 70 before the beginning of the term period cannot be elected to the Board.
The term of a board member begins when the General Meeting that has carried out the election is concluded and continues until the third General Meeting proceeding the election is concluded.
At the first meeting after the election, the Board shall appoint a Chairman and Vice-chairman amongst themselves for a period of one year at a time. Until the Chairman is elected the meeting is led by the most senior board member present.
The Managing Director has the right to be present and be heard at board meetings unless the Board decides otherwise.
7§ Managing Director
The company may have a Managing Director. The Managing Director is elected by the Board.
8§ Right of representation
The company is represented by a member of the Board or the Managing Director two together.
The Board is entitled to give a right to represent the company to appointed persons in the manner that they are entitled to represent the company two together or together with a member of the Board or the Managing Director.
At least one and at most two auditors shall be elected for the company. If only one auditor is elected, and that auditor is not an entity of public accountants authorized by the Finnish Patent and Registration Office, another deputy auditor shall also be elected.
The auditors’ term of office shall begin during the accounting period in which their election was conducted and cease when the Annual General Meeting following the audited accounting period concludes.
10§ Annual General Meeting
The Annual General Meeting shall be held yearly in the domicile of the institution within six months of the expiration of the accounting period.
The Annual General Meeting shall review:
the financial statements and possible consolidated financial statements which comprise the company and any consolidated profit and loss statement, balance sheet, cash flow statement and supplementary notes; annual report and auditor’s report.
The Annual General Meeting shall decide on:
the adoption of the financial statements, which, in the parent company, also involves the adoption of the consolidated financial statements; distribution of the profit shown on the balance sheet; discharging the Members of the Board of Directors and the Managing Director from liability; remuneration of the members of the Board of Directors; remuneration of the auditors; the number of Board members; election of the members of the Board of Directors; the number of auditors; election of the auditors and if necessary a deputy auditor, and other matters specified in the articles of association to be discussed at the Annual General Meeting.
11§ Participation at a General Meeting
Shareholders must register with the company by the date specified in the notice, which is no earlier than ten (10) days before the meeting. The last day to register must be specified in the notice.
12§ Notice of a General Meeting
The notice must be given at the earliest two months in advance of the General Meeting and at the latest one week in advance of the meeting and the last registration date specified in 11 §.
Notice of a General Meeting is communicated in one or more in Finland widely circulated newspapers selected by the Board. The notice must mention all matters on the agenda of the meeting.
13§ The Opening of a General Meeting
The Chairman of the Board shall open the General Meeting or in his absence the Vice-chairman. In the absence of said persons the meeting shall be opened by a member of the Board or the Managing Director.
The General meeting shall elect a Chairman to preside over the meeting.
14§ Voting at a General Meeting
No shareholder is allowed to cast either in their own name or in the way described hereunder more than one tenth of the total sum of ballots attributed to the participants at the General Meeting.
When counting the number of ballots attributed to one shareholder regarding this voting restriction in consideration should also be taken into account the votes of shares belonging to:
1) a corporation that according to the limited liability companies act is a part of the same group as the shareholder
2) a company that according to the accounting act is part of the same group as the shareholder when the consolidated financial statement was prepared
3) the shareholders or the previously named corporations pension trust or pension fund
4) a non-Finnish corporation or company, that if it was Finnish, in the way previously described, would be part of the same group as the shareholder
5) a person that directly or indirectly has controlling influence on the shareholder
In the application of the regulation in subsection 2 the number of ballots are lowered proportionally for every shareholder.
A decision regarding voluntary dissolution of the company by liquidation requires that at least three-quarters of the votes cast and the shares represented at the meeting must be in favor of the decision.
The candidate with the most votes in an election is elected. In the event of an equal vote, the election is decided by drawing lots.
In the event of a tie in other voting matters the vote is decided by the Chairman.
15§ Redemption Clause
Please see the Swedish original for this clause.