Articles of Association
- Business name and domicile
The company’s business name is Hoivatilat Oyj and its parallel business name in English is Hoivatilat Plc. The company is domiciled in Oulu, Finland.
- Line of business
The company’s line of business is the ownership, management, selling, buying and leasing of properties and shares. The company may engage in construction, property development and renovation operations as well as property management. In addition, the company may provide financial and administrative services to Group companies.
- Book-entry securities system
The company’s shares belong to the book-entry securities system after the registration date determined by the Board of Directors.
- Board of Directors and Chief Executive Officer
For the management of the company and the appropriate organisation of its activities, the company has a Board of Directors consisting of a minimum of three (3) and a maximum of seven (7) ordinary members. The term of office of the Board members ends at the conclusion of the Annual General Meeting following their election. The company has a Chief Executive Officer appointed by the Board of Directors.
- Right of representation
The Chairman of the Board of Directors, the Chief Executive Officer and any individuals authorised by the Board of Directors to represent the company shall each alone have the right to represent the company. The Board of Directors shall decide on the granting of the right of representation and the right to sign for the company.
- Notice of the General Meeting of Shareholders
The notice of the General Meeting shall be delivered to shareholders by publishing it on the company website or in an otherwise verifiable manner no earlier than three (3) months and no later than three (3) weeks before the General Meeting, but at least nine (9) days prior to the record date of the General Meeting of Shareholders as referred to in the Finnish Limited Liability Companies Act.If the Board of Directors so decides, shareholders must register in advance to be allowed to participate in the General Meeting of Shareholders. Shareholders shall register by the date specified in the notice of the General Meeting, which may be no earlier than ten (10) days prior to the General Meeting.
- Annual General Meeting
The Annual General Meeting shall be held annually on a date set by the Board of Directors, within six months of the end of the financial year. The company’s Annual General Meeting or extraordinary General Meeting may be held at a venue in the company’s domicile, Helsinki, Espoo or Vantaa, as determined by the Board of Directors. At the Annual General Meeting, the following information shall be presented:
the financial statements, including the consolidated financial statements and annual report;
the auditor’s report;
The Annual General Meeting shall resolve the following matters:
the approval of the financial statements and consolidated financial statements;
the use of profit indicated by the balance sheet;
discharging the Board members and the CEO from liability;
the remuneration of the members of the Board of Directors and the auditors;
the number of Board members;
The Annual General Meeting shall elect:
The members of the Board of Directors;
if necessary, the auditor and deputy auditor;
The Annual General Meeting shall discuss:
other agenda items specified in the notice to the General Meeting.