Articles of Association

 

1 § Company Name and Domicile

The name of the Company is Luotea Oyj and in English Luotea Plc. The Company’s domicile is Helsinki.

2 § The Company’s Field of Operations

The field of operations of the Company is to practise, either directly or through subsidiaries or partnership companies, various services related to the maintenance, energy efficiency, and sustainability of properties and facilities, such as property maintenance services, cleaning and support services, security services, technical facility services, HVAC services, electrical works, as well as consulting services and other business activities related to the aforementioned 
services. The field of operations of the Company also includes management and financing services of the Group. For its operations, the Company may own and control shares, holdings, securities, and real estate, and trade and lease them.

3 § Book-entry system

The Company’s shares are incorporated in the book-entry system.

4 § Board of Directors

The Board of Directors is responsible for the management of the Company and for the proper arrangement of the Company’s operations. The Board of Directors shall consist of no less than three (3) and no more than eight (8) members elected by the General Meeting of Shareholders. The term of the members of the Board of Directors expires at the end of the next Annual General Meeting of Shareholders following their election. The Annual General Meeting elects the Chair and the Vice Chair of the Board of Directors.

5 § Managing Director

The Company has a Managing Director who is appointed by the Board of Directors.

6 § Auditors and Sustainability Report Verifiers

The company’s auditor must be an audit firm, and the principal auditor appointed by the audit firm must be an Authorized Public Accountant (KHT). The verifier of the company’s sustainability report must be a sustainability audit firm, and the principal verifier appointed by the firm must be an Authorized Sustainability Auditor (KRT). The term of office for both the auditor and the sustainability report verifier is the company’s financial year, and their duties end at the conclusion of the first Annual General Meeting following their election.

7 § Right to represent the Company

The right to represent the Company shall be vested with two members of the Board of Directors together, or the Managing Director together with a member of the Board of Directors, or a person that has been authorised by the Board of Directors to 
represent the Company so that such person represents the Company together either with another person authorised to represent the Company or with the Managing Director or with a member of the Board of Directors. 

8 § Procuration

Granting of procurations shall be decided by the Board of Directors. Holders of procuration represent the Company each separately together with a person having right to represent the Company.

9 § Financial period

The financial period of the Company shall be the calendar year.

10 § Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders shall be held annually by the end of April on the date decided by the Board of Directors. The General Meeting of Shareholders shall be held in the Company’s domicile. In addition, the Board of Directors may decide that the General Meeting of Shareholders be held without a meeting venue so that the shareholders exercise their power of decision in full in real time during the meeting using a telecommunications connection and technical means.

11 § Notice of General Meeting of Shareholders

The notice of a General Meeting of Shareholders shall be published on Company’s website no earlier than two (2) months and no later than three (3) weeks prior to the General Meeting of Shareholders, however, at least nine (9) days prior to the record date of the General Meeting of Shareholders. In addition, the Company may, if so decided by the Board of Directors, within the same time publish the time and place of the General Meeting of Shareholders as well as the address of the Company’s website in a newspaper. 

12 § Informing of participation in General Meeting of Shareholders

In order to participate in the General Meeting of Shareholders, a shareholder must inform the Company of the participation at the latest on the date mentioned in the notice of a General Meeting. The date may not be earlier than ten (10) days before the General Meeting of Shareholders.

13 § Matters at the Annual General Meeting of Shareholders

At the Annual General Meeting of Shareholders

shall be presented:

• 1. the financial statements and the consolidated financial statements as well as the Board of Directors’ report;
• 2. the auditor’s report and the assurance report on sustainability report;

shall be resolved on:

• 3. the adoption of the financial statements;
• 4. the use of profit shown on the balance sheet;
• 5. the discharge of the members of the Board of Directors and the Managing Director from liability;
• 6. the remuneration of the members of the Board of Directors and the auditor;
• 7. the number of the members of the Board of Directors;

shall be elected:

• 8. the members of the Board of Directors;
• 9. the auditor; and
• 10. the sustainability report verifiers.