§1 Company name and domicile
The company’s business name [in Finnish] is Ekokem Oyj, in Swedish Ekokem Ab and in English Ekokem Corporation. The company’s domicile is Helsinki.
§2 Line of business
The company’s line of business is environmental maintenance and its associated services, the treatment of hazardous and other waste, soil remediation, waste recycling and final disposal, energy production and sale, and operations related to these. The company may conduct these operations through its subsidiaries and affiliates and through joint ventures. The company may also own and manage properties and securities.
The company’s shares are divided into Series A and Series B shares. Each Series A share confers twenty (20) votes and each Series B share one (1) vote at General Meetings. The company’s shares are registered in the book-entry system. Series A shares will be converted into Series B shares upon a shareholder’s demand. The Board of Directors must carry out any actions required for the conversion without delay.
§4 Board of Directors
The company has a Board of Directors that shall have no fewer than three (3) and no more than seven (7) members. A Board member’s term of office begins at the close of the General Meeting at which that member was elected and ends at the close of the following Annual General Meeting. The General Meeting also elects a Chairman and Vice Chairman of the Board for the same time period.
§5 Managing Director
The company has a Managing Director, which is appointed and dismissed by the Board of Directors. The Board of Directors also appoints a Deputy Managing Director.
§6 Right to represent the company
In addition to the Board of Directors as a body, both the Chairman of the Board and the Managing Director hold the right to represent the company alone. The Board of Directors may also grant named individuals the right of procuration or the right to represent the company, but such rights may only be exercised two together.
§7 Accounting period
The company’s accounting period is a calendar year.
The Annual General Meeting appoints an auditor and deputy auditor, who both must be authorised by the Central Chamber of Commerce. If the appointed auditor is a firm of accountants authorised by the Central Chamber of Commerce, a deputy auditor need not be appointed. The auditor’s term of office ends at the close of the following Annual General Meeting.
§9 Call to Annual General Meeting
Notice of an Annual General Meeting must be delivered no earlier than three months and no later than three weeks before the Annual General Meeting. The notice of an Annual General Meeting must, however, be delivered no later than nine days before the General Meeting Record Date referred to in chapter 4, section 2(2) of the Limited Liability Companies Act.
§10 Annual General Meeting
The Annual General Meeting shall be held by the end of June each year.
At the Annual General meeting, the following shall be
I. Annual accounts including the consolidated annual accounts and the report of the Board of Directors;
2. the auditor’s report;
3. adoption of the annual accounts, including the consolidated annual accounts;
4. distribution of any profit shown in the balance sheet;
5. release of the members of the Board and the Managing Director from liability;
6. fees payable to the members of the Board and the auditor;
7. the number of the members of the Board; and
8. a chairman, deputy chairman and members of the Board;
9. an auditor.
§11 Consent clause
Series A shares may not be surrendered or transferred without the consent of the company’s Board of Directors. The Board of Directors must make any such decisions within two months of receiving a verifiable transfer notification, or else it will be considered to have given its consent.