ARTICLES OF ASSOCIATION OF KREATE GROUP PLC
The business name of the company is Kreate Group Oyj. The parallel name of the company in Swedish is Kreate Group Abp and in English Kreate Group Plc.
The domicile of the company is Helsinki.
LINE OF BUSINESS
Company’s line of business comprises ground, water, bridge, industrial and house construction works as well as municipal engineering works and supervisory, consultation and planning works relating to the aforementioned areas. Company’s line of business also comprises administrative and financing services of the group, personnel leasing and consulting. The company can own and control shares and other securities and properties, engage in leasing activities, trade with securities and properties as well as other investment activities.
BOARD OF DIRECTORS
Three to ten regular members shall be elected to the Board of Directors.
The term of office of a member of the Board of Directors begins from the General Meeting deciding on their election and ends at the close of the next Annual General Meeting following the election. The Board of Directors shall elect a Chairman from among its members.
CHIEF EXECUTIVE OFFICER
The company may have a Chief Executive Officer and a Deputy Chief Executive Officer. The Board of Directors of the company shall decide on the appointment and dismissal of the Chief Executive Officer and the Deputy Chief Executive Officer.
REPRESENTATION OF THE COMPANY
The company is represented by two members of the Board of Directors jointly or by the Chief Executive Officer jointly with a member of the Board of Directors. The Board of Directors may grant rights of representation of the company and procures.
The company has one auditor that shall be an auditing firm approved by the Finnish Patent and Registration Office. The auditor’s term of office begins from the General Meeting deciding on the auditor’s election and ends at the close of the next Annual General Meeting following the election.
NOTICE OF GENERAL MEETING OF SHAREHOLDERS AND ADVANCE NOTICE OF PARTICIPATION IN THE GENERAL MEETING
The notice of General Meeting of Shareholders shall be delivered no earlier than three months and no later than three weeks before the General Meeting, and always no later than nine days before the record date. The notice shall be delivered to shareholders by an announcement published on the company’s website.
In order to participate in the General Meeting of Shareholders, a shareholder must give an advance notice of participation to the company no later than the date given in the notice of the General Meeting of Shareholders, which shall not be earlier than ten days before the meeting.
ANNUAL GENERAL MEETING
The Annual General Meeting shall be held within six months of the end of the financial period.
At the Annual General Meeting the following shall be presented:
- the financial statements, including the consolidated financial statements;
- the annual report; and
- the auditor’s report.
After which, the following shall be decided:
- the adoption of the financial statements and consolidated financial statements;
- the use of the profit shown on the balance sheet;
- the discharge from liability for the members of the Board of Directors and the Chief Executive Officer;
- the remuneration of the members of the Board of Directors and of the auditors;
- the number of members of the Board of Directors.
After which, the following shall be elected:
- the members of the Board of Directors; and
- the auditor.
After which, any other matters possibly contained in the notice of the meeting shall be handled.
SHARES RECORDED IN THE BOOK-ENTRY SYSTEM
The shares of the company are recorded in the book-entry system after the registration period.