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Articles of Association

1 § Company’s Business Name and Domicile

The company’s business name is Evli Oyj, in English Evli Plc and in Swedish Evli Abp.

The company is domiciled in Helsinki.

2 § Line of Business

The company practices offering investment and ancillary services as defined in the Finnish Act on Investment Services in accordance with its licence.

3 § Shares

The Company has class A shares and class B shares. The shares have no nominal value.

Each A share confers twenty (20) votes at a general meeting of shareholders and each B share one (1) vote.

An A share can be converted into a B share by using a one-to-one (1:1) conversion ratio. This can be done at the request of the shareholder and, in the case of nominee registered shares, at the request of the custodian entered into the book-entry system.

A written demand concerning conversion addressed to the company must state how many shares are to be converted and the book-entry account in which the book-entries corresponding to the shares have been entered.

The company may request that an entry restricting the shareholder’s right of transfer shall be entered in the book-entry account of the shareholder for the duration of the conversion procedure. The company shall notify the trade register of the changes in the number of shares in the share classes. The conversion request can be made at any time, but not after the board of directors has made a decision to convene the general meeting of shareholders. A request made between said decision and the following general meeting of shareholders shall be considered as delivered and it will be dealt with after the general meeting of shareholders and the possible record date following it. For carrying out the conversion, the company will charge the shareholder a fee decided by the board of directors.

Trade register notification regarding the conversion will be done at least twice a year at a time decided by the board of directors. A demand concerning the conversion can be cancelled up and until a notification regarding the conversion has been delivered to the trade register. After the cancellation, the company will request that the possible entry regarding restriction on the shareholder’s right of transfer be removed from the book-entry account.

An A share will be converted into a B share when a record of this has been made in the trade register. Registration of the conversion will be notified to the party who has presented the conversion demand and to the book-entry registrar.

The board of directors will, if necessary, decide on more detailed conversion process.

4 § Book-Entry System

The shares of the company have been registered in the book-entry system.

5 § Board of Directors and Chairman of the Board

The company’s board of directors comprises of a minimum of four (4) and a maximum of eight (8) members whose term of office shall end at the conclusion of the first annual general meeting of the shareholders following the election. The board of directors shall annually at the first board meeting held following the annual general meeting of the shareholders elect a chairman and deputy chairman amongst the board members.

6 § CEO

The company has a CEO elected by the board of directors. The company’s board of directors may elect a deputy CEO.

7 § Representation

The company is represented by the members of the board of directors and the CEO, two (2) acting jointly. The board of directors may grant a designated person procuration rights or the right to represent the company together with a member of the board of directors, the CEO or another person authorized to represent the company.

8 § Financial Year

The company’s financial year is a calendar year.

9 § Auditor

The company shall have one (1) auditor, which is an auditing firm approved by the Finnish Patent and Registration Office with a responsible auditor who shall be an authorised public accountant (KHT). The auditor’s term of office ends at the conclusion of the annual general meeting of shareholders held following the appointment.

10 § Notice Convening the General Meeting of Shareholders

A notice convening the general meeting of shareholders shall be published on the company’s website and as a stock exchange release no earlier than three (3) months before and no later than three (3) weeks prior to the meeting. The notice shall, however, be announced at least nine (9) days before the record date of the general meeting of shareholders. The board of directors may at their discretion decide to publish notice of the general meeting of shareholders in one or several newspapers.

The Board of Directors may decide that a shareholder may also participate in the General Meeting by exercising his/her right to vote by means of a telecommunication link and technical aid before or during the meeting (hybrid meeting). The Board of Directors may also decide that the general meeting is to be held without a meeting venue so that shareholders exercise their decision-making power fully and in a timely manner during the meeting by means of telecommunication and technical aids (remote meeting).

11 § Registration to Attend

In order to participate in the general meeting of shareholders, a shareholder must notify the company of the intention to attend the meeting no later than on the date mentioned in the notice convening the general meeting, which may not be earlier than (10) days before the meeting. 

12 § Annual General Meeting of Shareholders

The annual general meeting of shareholders must be held yearly on a date decided by the board of directors within six (6) months from the end of the financial year, at the latest.

The annual general meeting of shareholders shall resolve on:

  1. The adoption of the financial statements, which includes the adoption of the consolidated financial statements;
  2. The use of the profit shown on the adopted balance sheet;
  3. Discharging the members of the board of directors and the CEO from liability;
  4. The number, remuneration and election of the members of the board of directors;
  5. The remuneration and election of the auditor or auditors;
  6. The approval of the remuneration policy, if necessary;
  7. The approval of the remuneration report; and
  8. Other matters to be discussed in the meeting in accordance with the articles of association or the notice convening the general meeting.

13 § Disputes

Any disputes relating to the application of the Finnish Limited Liability Companies Act shall be settled through arbitration instead of the district court in accordance with the rules of the Arbitration Institute of the Finland Chamber of Commerce by one (1) arbitrator. The arbitration proceedings shall take place in Helsinki.