Articles of Association of Life Annuity Institution Hereditas Plc (all changes made in 2016 will be updated after the extraordinary general meeting 31.10.2016)
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 Plc in English.
The domicile of the company is the city of Helsinki.
3§ Field of Business
The company operates in investment business.
4§ Objective of Operations
The objective of the company’s operations is to make profit for its shareholders.
All shares carry equal rights in the company. One share carries one vote at the Annual General Meeting in all the issues addressed.
6§ Accounting Period
The accounting period of the company is one calendar year.
7§ 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 membersare 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.
Decisions are made by a simple majority of the board members present. In the event of an equal vote the deciding vote is cast by the Chairman. A tied election is decided by drawing lots.
The Managing Director has the right to be present and be heard at board meetings unless the Board decides otherwise.
8§ Managing Director
The company may have a Managing Director. The Managing Director is elected by the Board.
An auditor is selected by the General Meeting. At least one and at most two auditors shall be elected for the company. If only one auditor is elected, 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
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 by the Board in two widely circulated newspapers, both Swedish and Finnish. 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 by proxy more than one tenth of the sum total of ballots attributed to the participants at the General Meeting.
A decision regarding changes to the Articles of Association or the voluntary dissolution of the company by liquidation requires that the decision must be confirmed at the following General Meeting, which is to be held at the earliest two (2) months after the previous meeting. At both meetings, at least three-quarters of the votes cast and the shares represented at the meeting must be in favour 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
The shareholders and the company have the right to redeem a share being transferred to another party from a holder other than the company. The company has the secondary right of redemption if none of the shareholders redeem the shares being transferred. If several shareholders wish to exercise their right of redemption, the shares are distributed by lot between those wishing for redemption.
The following redemption terms and conditions apply:
the redemption right applies to voluntary transfers of shares for valuable consideration;
all shares covered by the same acquisition shall be redeemed at the same time;
the redemption price is the fair price of the share, which in case of an acquisition against payment is the agreed price in the absence of other evidence;
the Board of Directors shall, within one month from when it has received information on the transfer of a share, in writing, or in the same manner as has been prescribed for the notice to the general meeting of shareholders, notify the transfer of a share to the persons who are entitled to redeem the share;
the redemption claim shall be presented to the company or, in case the company uses its right of redemption, to the receiver of the shares within two months from when the Board of Directors has received information on the transfer of a share; and
the redemption price shall be paid within one month from the expiry of the time period stated in section 5 or, in case the redemption price has not been determined as a fixed amount, from the confirmation of the redemption price.
Before it has been determined whether the right of redemption is to be exercised, the acquirer of the share shall have no shareholder rights in the company except for the right to payment in the event that assets are distributed and the pre-emptive right in a share issue. The rights and obligations in a share issue shall devolve on the person who exercises the right of redemption.
The company may redeem the share only with distributable assets.
16§ Consent clause
The acquisition of a share by way of a transfer requires the consent of the company. However, such a provision shall not apply to a share that has been acquired at a bailiff’s auction or from a bankruptcy estate or that is being transferred on the basis of inheritance, will, matrimonial property right or gift.
The Board of Directors shall decide on the giving of the consent. If the acquisition concerns several shares, the issue of consent shall be decided in the same way for each of them.