Proposal by the Board of Directors for the Content of the Articles of Association of Vaahto Group Plc Oyj, November 17, 2009
The business name of the company is Vaahto Group Plc Oyj, and its domicile is Hollola
The company’s line of business is the metal industry and trade in metal industry products in Finland and abroad. As part of its line of business, the company also attends to the administration and financing of companies belonging to Vaahto Group. The company also handles the organization, financing, accounting, office services, and purchasing and sales functions of Group companies as well as other administration services for the Group. The company may acquire patents and other rights on behalf of the Group and provide consulting services; own and control real estate and shares in real-estate corporations; carry out renting and other leasing operations; and invest its assets in stocks, securities, and other money market instruments. The company may carry out the operations mentioned above either directly or through subsidiaries and affiliated companies.
The company’s minimum capital is 2,800,000 euros and maximum capital 11,200,000 euros. Within these limits the capital stock may be increased or decreased without amendment to the Articles of Association.
The nominal value of each share is one euro.
The company may have class-A shares and class-K shares. There are at minimum 1,400,000 and at maximum 8,400,000 class-A shares, and there is a maximum of 2,800,000 class-K shares.
Each class-A share entitles the holder to one vote at shareholders’ meetings, and each class-K share entitles the holder to 20 votes. Shares of the two classes confer the right to equal dividends.
When the capital stock is increased, either shares of both classes or only class-A shares may be issued.
If, in an increase of the capital stock, shares of both classes are issued, holders of class-A shares shall have a preferential subscription right to class-A shares and holders of class-K shares to class-K shares. However, holders of class-A shares shall have a secondary subscription right to the class-K shares issued and holders of class-K shares, correspondingly, shall have a secondary subscription right to those class-A shares that have not been subscribed to on the basis of the primary subscription right.
If, in an increase of the capital stock, only class-A share are issued, holders of both classes of shares shall have a preferential subscription right to the new shares.
If the company is dissolved through a merger or for some other reason, holders of class-A and class-K shares shall, regardless of the fair values calculated on the basis of prices paid in public trading, have an identical and equal right to the merger compensation or other compensation paid as a consequence of the dissolution.
A class-K share may be converted into a class-A share at the shareholder’s demand or, where administratively registered shares are concerned, at the demand of the asset manager listed in the book-entry register, if such conversion can be done within the framework of the minimum and maximum numbers for the share classes.
Any conversion-related written demand addressed to the company must state the number of shares to be converted and the book-entry account where the book-entry securities corresponding to the shares have been registered.
The company shall report any changes following the conversion and related to the share class numbers to the trade register.
A demand for share conversion can be submitted at any time except after the Board of Directors has decided to convene a shareholder meeting. Any demand made between said decision and the shareholders’ meeting following it shall be deemed to have arrived, and will be heard, after the shareholder meeting and any ensuing balancing date.
A demand concerning conversion can be canceled until the notification of conversion has been entered in the trade register.
A class-K share shall be converted into a class-A share after the entry in the trade register has been made.
If necessary, the Board of Directors shall provide more detailed instructions on implementation of the conversion.
The company’s shares belong to the book-entry system.
The company has a Board of Directors that comprises no fewer than three and no more than six members. The term of a Board member ends at the end of the first full Annual General Meeting after the election.
The chairman and vice-chairman of the Board are selected by the Board from among its members. The company’s CEO cannot be chairman of the Board.
The company has a CEO, selected by the Board of Directors.
The company is represented by the chairman of the Board of Directors and the CEO, both of them together with a Board member.
The Board decides on issuance and cancellation of procurations. Procurations can be issued such that a holder of procuration represents the company alone or jointly with another holder of procuration or a Board member.
Article 8 The company has one auditor, which must be an auditing firm certified by the Central Chamber of Commerce of Finland.
The auditor’s term covers the fiscal year during which the election was held, and the duty ends at the end of the first full Annual General Meeting after said election.
The company’s fiscal year begins on September 1 and ends on August 31.
According to the Board’s decision, an Annual General Meeting can be held at the company’s domicile, or in Helsinki or Lahti.
A summons to an Annual General Meeting shall be published no earlier than three months and no later than three weeks before the meeting, yet always taking into account the stipulations of the Companies Act concerning the summons dates, on the company’s Web site and in any other manner determined by the Board of Directors.
In order to be able to participate in the Annual General Meeting, a shareholder must register for this within the time mentioned in the summons, which must end no sooner than 10 days before the meeting.
The Annual General Meeting must be held no more than six months after the end of the fiscal year.
At the Annual General Meeting,
the following documents must be presented:
1. the financial statements, the consolidated financial statements, and the annual report
2. the auditor’s report
decisions on the following must be made:
3. verification of the financial statements and the consolidated financial statements
4. disposal of the profit shown on the balance sheet
5. discharge of the Board members and the CEO from liability
6. the fees of the Board members and the auditor
7. the number of the Board members
the following officers must be elected:
8. the members of the Board
9. the auditor