Articles of association
1 § The Company's business name and place of residence:
The company name is Kesla Oyj, and its domicile is Joensuu.
2 § The Company's business:
The company engages in the metal industry, the related wholesale and retail trade, business services, and securities trading.
3 § Classes of shares:
The company's shares are divided into Class-A shares, and Class B shares.
Class-A shares and Class B shares differ from each other in such a way that each Class B share entitles its holder to twenty (20) votes and each class-A share one (1) vote. The dividend paid on Class-A shares may be doubled compared to the dividend paid for Class B shares.
Shares belonging to Class B can at the request of the Class B shareholders on the Board's decision to convert a Class-A share so that for one Class B shares is received one Class-A share. The Board of Directors of the Company shall, if necessary, provide more detailed instructions on the implementation of the conversion.
4 § Book-entry system:
The company's shares belong to the book-entry system.
5 § The Board of Directors:
The company has a Board of Directors consisting of four to seven (4-7) ordinary members. The Board of Directors shall elect a chairman and a vice-chairman from among themselves. The Board member's term of office expires after the first election at the end of the Annual General Meeting.
6 § Managing Director:
The company has a Managing Director, who is appointed by the Board of Directors. The task of the Managing Director is to ensure the company's day to day administration according to the Board's instructions and regulations.
7 § Representing the Company:
The Company is represented, besides the Board of Directors, also by the Chairman of the Board and Managing Director, each individually, as well as the members of the Board of Directors two together or the persons to whom the Board of Directors gives the right of representation.
8 § Auditors:
The company has one ordinary auditor, which must be an auditing firm approved by the Central Chamber of Commerce. The auditor's term of office covers the current financial year of the election, and the term ends at the end of the first Annual General Meeting after the election.
9 § Financial year:
The company's financial year is 01.01 - 31.12.
10 § Invitation to the Annual General Meeting:
The invitation to the Annual General Meeting shall be submitted to the shareholders at the earliest three (3) months and no later than three (3) weeks prior to the General Meeting, but no later than nine (9) days before the General Meeting record date, by publication of the invitation to the meeting on the company's website or by sending an invitation to each shareholder to the address that they have indicated in the list of shareholders or by publishing the invitation on the decision of the Board of Directors in a nationally published newspaper.
A shareholder wishing to attend the General Meeting shall notify the company no later than the date specified in the invitation to the meeting, which may not be earlier than ten days before the meeting.
11 § The Annual General Meeting:
The Annual General Meeting is held annually on the day determined by the Board of Directors within six (6) months after the end of the company's financial year. The General Meeting shall present: 1. the financial statements, the consolidated financial statements and the activity report; 2. the Auditors' report and shall vote on approval; 3. the confirmation of the financial statements and consolidated financial statements; 4. the distribution of profits indicated on the balance sheet; 5. discharge from liability of the Board of Directors and the Managing Director: 6. the fees of the members of the Board of Directors, the auditor and the criteria for compensation for travel expenses; 7. the number of members of the Board of Directors which shall be elected; 8. the members of the Board of Directors; 9. Appoint the auditor; 10. any other matters indicated on the invitation to the General Meeting.