Articles of Association, Lehto Group Plc

BUSINESS NAME

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

DOMESTIC PLACE 

The company’s domicile is Kempele.

INDUSTRY 

The company’s industry is construction, building contracting, construction consulting, property development, property management, property investment, manufacturing of building materials and building elements and related activities, as well as energy services, energy storage and distribution, energy saving services and ownership and sale of energy production equipment. The company may conduct its business through operational group companies. As the parent company, the company may take care of the group’s organization, financing, purchasing and other similar administrative tasks.

BOARD OF DIRECTORS 

The Board of Directors shall consist of three to eight members. The term of office of the Board of Directors shall end at the end of the Annual General Meeting following the election.

REPRESENTATION OF THE COMPANY

The Company shall be represented by the Board of Directors, the Chairman of the Board of Directors and the CEO, each alone, and a member of the Board of Directors together with a person authorized to represent the other or a procurator. The Board of Directors may grant a designated person a procuratorate or the right to represent the Company.

Auditor

The Company shall be appointed as an auditor by an auditing firm, the principal auditor of which shall be a certified public accountant. The auditor’s term of office shall end at the end of the Annual General Meeting following the election.

INVITATION TO THE GENERAL MEETING

The invitation to the general meeting must be sent to the shareholders in writing no earlier than three months and no later than three weeks before the general meeting, but no later than nine days before the record date of the general meeting. The invitation shall be sent by publishing it on the company’s website or in another verifiable manner in writing.

VENUE OF THE GENERAL MEETING

The general meeting may be held at the company’s registered office, Helsinki, Vantaa or Oulu, at the discretion of the Board of Directors.

Annual General Meeting

The annual general meeting must be held annually within six months of the end of the financial year.

The meeting shall:

present

the financial statements including the consolidated financial statements and the report of the Board of Directors,
the auditor’s report,

decide

on the approval of the financial statements,
on the use of the profit shown in the balance sheet,
on the discharge of the members of the Board of Directors and the CEO from liability,
on the remuneration of the members of the Board of Directors and auditors,
on the number of members of the Board of Directors,

select

the members of the Board of Directors, and
the auditor.

If voting is held at the company’s general meetings, the voting method shall be determined by the chairman of the general meeting.

Book-Entry System

The company’s shares are subject to the book-entry system.