Articles of association
The following is an unofficial translation of the articles of association in Finnish.
1 § Trade name and domicile
The company’s trade name is Valmet Oyj in Finnish, Valmet Abp in Swedish and Valmet Corporation in English. The company’s domicile is Helsinki.
2 § Field of business
The company’s field of business is, either directly or through its subsidiaries or affiliated companies, to engage globally in designing, developing, manufacturing, building and trading machines, instruments, equipment, production plants and spare parts in the field of technology industry, mainly pulp, paper and power industries, producing and selling services related to this field of business and other industrial or commercial activities related to this field of business.
As the parent company, the company may also attend to the group’s organization, financing, purchases and other similar joint tasks as well as own real estate, shares and interests, carry out securities trading and other investment operations.
3 § Book-entry system
The company’s shares belong to the book-entry securities system.
4 § Board of Directors and President
The company has a Board of Directors, a President and, if necessary, one or more Executive Vice Presidents.
The Board of Directors comprises no less than five (5) and no more than eight (8) members. The term of office of each member of the Board of Directors expires at the closing of the first Annual General Meeting of shareholders following the election. The General Meeting of shareholders elects the chairman, the vice chairman and other members of the Board of Directors.
The Board of Directors elects the company’s President and, if necessary, one or more Executive Vice Presidents.
The Board of Directors meets when a meeting is convened by the chairman or, if he/she is unavailable, the vice chairman. The Board of Directors constitutes a quorum when more than one-half of its members are present and one of them is the chairman or the vice chairman.
The resolution of the Board of Directors shall be the opinion which is supported by more than one-half of the members present or, in case of a tie vote, the opinion with which the chairman of the meeting concurs.
5 § Representation right
The right to represent the company shall be vested with the chairman of the Board of Directors, a member of the Board of Directors and the President, two of them acting jointly, as well as the persons authorized by the Board of Directors to represent the company, two of them acting jointly, or each such person acting together with the chairman of the Board of Directors, a member of the Board of Directors or the President.
6 § Accounting period
The company’s accounting period is a calendar year. The company’s first accounting period ends on December 31, 2013.
7 § Auditor
The company has one (1) auditor, which must be an auditing firm certified by the Finland Chamber of Commerce.
The term of office of the auditor expires at the closing of the Annual General Meeting of shareholders following the election.
8 § Notice convening a meeting
The notice convening a General Meeting of shareholders must be delivered to the shareholders by publishing the notice on the company’s website or in one or more widely circulated daily newspapers designated by the Board of Directors or otherwise in a verifiable manner no more than three (3) months and no less than three (3) weeks prior to the General Meeting of shareholders, however, in any case, at least nine (9) days prior to the record date of the General Meeting of shareholders referred to in Chapter 4, Section 2, Subsection 2 of the Finnish Companies Act.
In order to participate in the General Meeting of shareholders, a shareholder must register with the company at the latest on the date referred to in the notice convening the meeting, which may be at the earliest ten (10) days prior to the General Meeting of shareholders.
9 § Annual General Meeting of shareholders
The Annual General Meeting of shareholders shall be held each year within six (6) months from the end of the company’s accounting period.
At the meeting:
the following are presented
1. the financial statements, which include the consolidated financial statements, and the report of the Board of Directors;
2. the auditor’s report;
the following are resolved upon
3. the adoption of the financial statements;
4. the use of profits shown in the balance sheet;
5. the discharge of members of the Board of Directors and the President from liability;
6. the remuneration of the members of the Board of Directors and the auditor;
7. the number of the members of Board of Directors;
the following are elected
8. the chairman, vice chairman and members of the Board of Directors, and
9. the auditor.
If a vote is held at the company’s General Meeting of shareholders, the chairman of the General Meeting of shareholders shall determine the voting procedure.