Articles of association
The following is an unofficial translation of the articles of association in Finnish.
1 § Company name and registered office
The business name of the Company is Valmet Oyj, in Swedish Valmet Abp, and Valmet Corporation in English. The Company’s registered office is in Helsinki, Finland.
2 § Line of business
The Company’s line of business is, either directly or through its subsidiaries or affiliated companies, to engage globally in designing, developing, manufacturing, building and trading machinery, instruments, equipment, production plants, products, systems and spare parts in the field of technology industries, mainly the pulp, paper and power industries and the flow control sector, producing and selling services related to this field of business, such as maintenance and diagnostics services, and other related industrial or commercial activities. 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, trade in securities and carry out other investment operations.
3 § Book-entry system
The Company’s shares are included in the book-entry securities system.
4 § Board of Directors and President and CEO
The company has a Board of Directors, a President and CEO and, if necessary, one or more Deputy President and CEO's.
The Board of Directors shall consists of a minimum of five (5) and a maximum of eight (8) members. The term of office of the Board of Directors shall expire at the end of the first Annual General Meeting following the election. The General Meeting shall elect the Chairperson, the Vice-Chairperson and other members of the Board of Directors.
The Board of Directors shall elect the President and CEO and, if necessary, one or more Deputy President and CEO's.
The Board of Directors shall convene at the invitation of the Chairperson and, if the Chairperson is prevented from attending, of the Vice-Chairperson. The meeting shall have quorum when more than half of the members of the Board of Directors are present, one of whom shall be the Chairperson or the Vice-Chairperson.
The decision of the Board of Directors shall be the opinion that is supported by more than half of those present or, in the case of a tie, by the opinion supported by the chairperson of the meeting.
5 § Rights of representation
The Chairperson of the Board of Directors, a member of the Board of Directors and the President and CEO are entitled to represent the company two together, and those persons authorized by the Board of Directors to represent the company, two together, or each of them together with the Chairperson of the Board of Directors, a member of the Board of Directors or the President and CEO.
6 § Financial period
The Company’s financial period is the calendar year.
7 § Auditors
The company has one (1) regular auditor, who must be an auditing firm approved by the Finnish Patent and Registration Office, and the principal auditor must be an authorized public accountant (KHT).
The term of the auditors ends at the close of the next General Meeting of shareholders following the election.
8 § Notice of a General Meeting
Notices of General Meetings shall be delivered to the shareholders by publishing the notice on the company’s website or in one or more newspapers of a large circulation specified by the Board of Directors or otherwise in a 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 before the record date of the General Meeting referred to in the Companies Act.
In order to be entitled to attend the General Meeting, a shareholder must report to the Company no later than the date specified in the notice of the meeting, which may not be earlier than ten (10) days before the General Meeting.
The company's general meetings shall be held in Helsinki, Espoo or Vantaa.
9 § Annual General Meeting
The meeting shall
be presented with
1. the company's financial statements that also include the consolidated financial statements, and the report of the activities by the Board;
2. auditor’s reports for the company and the Group;
decide
3. on the adoption of the company's financial statements, including the consolidated financial statements;
4. on the distribution of the profit shown on the balance sheet;
5. on the discharge from liability for the members of the Board of Directors and the President and CEO;
6. on the the number of the members of the Board of Directors;
7. on the remuneration of the Chairperson, Vice Chairperson and other members of the Board and of the auditor;
8. on the adoption of a remuneration policy, if necessary;
9. on the adoption of the remuneration report;
10. on matters which the Board of Directors, the auditor or a shareholder has notified the General Meeting of in sufficient time to be included in the notice of the meeting; and
11. on other matters specified in the notice of the meeting;
elect
12. the Chairperson and Vice Chairperson of the Board of Directors, and other necessary members of the Board; and
13. the auditor.
If a vote is taken at an Annual General Meeting or Extraordinary General Meeting, the Chairperson of the General Meeting shall determine the voting method.
