Articles of Association of Framery Group Plc
1 § Company name and domicile
The name of the company is Framery Group Oyj and Framery Group Plc in English. The domicile of the company is Tampere, Finland.
2 § Line of business
The line of business of the company is to design, manufacture and market moveable and soundproof office pods as well as to develop and offer smart office solutions. The company may conduct its operations by itself or through its subsidiaries. As the parent company, the company may manage common tasks of the group such as administration and financing. The company may also own and manage shares, other securities and properties, and engage in securities trading and other investment activities.
3 § Shares
The company has a single class of shares. All shares in the company carry equal rights.
4 § Book-entry system
The company’s shares are incorporated in the book-entry system.
5 § Chief Executive Officer
The company shall have a CEO, who is appointed by the Board of Directors.
6 § Board of Directors
The Board of Directors of the company shall comprise a minimum of four (4) and a maximum of eight (8) members, who shall be elected by the General Meeting. The term of the Board of Directors shall expire at the closing of the Annual General Meeting following the election.
7 § Representation of the company
In addition to the Board of Directors, the company is represented by the Chair of the Board of Directors and the CEO together, and by members of the Board of Directors, two (2) together. The Board of Directors may also authorise a named individual to represent the company, alone or together with another individual.
The Board of Directors decides on the granting of procuration rights of the company.
8 § Auditors
The company shall have one (1) auditor, which shall be an audit firm approved by the Finnish Patent and Registration Office. The term of the auditor shall expire at the closing of the Annual General Meeting following the election.
9 § Sustainability reporting assurance provider
The company shall have one (1) sustainability reporting assurance provider, which shall be an Authorised Sustainability Audit Firm approved by the Finnish Patent and Registration Office. The term of the sustainability reporting assurance provider shall expire at the closing of the Annual General Meeting following the election.
10 § Financial period
The financial period of the company shall be from 1 January to 31 December.
11 § General Meetings
General Meetings of Shareholders shall be held in Tampere or Helsinki.
General Meetings shall be convened by the Board of Directors. The notice to convene a General Meeting shall be delivered by publishing the notice on the company’s website no earlier than three (3) months and no later than three (3) weeks before the General Meeting, but in any event no later than nine (9) days before the record date of the General Meeting.
The Board of Directors may decide that participation in the General Meeting is also permitted so that a shareholder exercises their full decision-making power during the General Meeting using a remote connection and technical means.
The Board of Directors may also decide to convene a General Meeting without a physical venue so that the shareholders exercise their full decision-making power in real time during the General Meeting using a remote connection and technical means.
In order to attend a General Meeting, a shareholder must register with the company no later than the time specified in the notice of the meeting, which may not be earlier than ten (10) days before the General Meeting.
12 § Annual General Meeting
The Annual General Meeting must be held annually within six (6) months from the end of the financial period on the date determined by the Board of Directors.
At the Annual General Meeting, the following shall be
presented:
(i) the financial statements, which encompasses the consolidated financial statements, and a report by the Board of Directors;
(ii) the auditor’s report;
decided upon:
(iii) the adoption of the financial statements and consolidated financial statements;
(iv) the use of the profit shown on the balance sheet;
(v) the discharge from liability of the members of the Board of Directors and the CEO;
(vi) the remuneration policy, when necessary;
(vii) the approval of the remuneration report;
(viii) the number of members of the Board of Directors and their remuneration;
(ix) the remuneration of the auditor and the sustainability reporting assurance provider;
elected:
(x) the members of the Board of Directors;
(xi) the auditor and the sustainability reporting assurance provider; and
addressed:
(xii) other matters possibly indicated in the notice to the meeting.