Articles of Association of Lehto Group Plc

Company Name

The name of the company is Lehto Group Oyj, in Swedish Lehto Group Abp and in English Lehto Group Plc.

Domicile

The company is domiciled in Kempele, Finland.

Sector

The company is involved in construction contracting, construction work, construction consulting, property development, property management, property investment, manufacturing of construction materials and prefabricated building elements and operations related to these. The company may carry out its business through its operative Group companies. As the Group’s parent company, Lehto Group Plc may be in charge of Group organisation, financing, purchases and other such administrative tasks.

Board of Directors

The Board of Directors consists of three to eight members. The Board of Directors’ term of office expires at the end of the next Annual General Meeting following their election.

Signing for the Company

In addition to the Board of Directors, the Chairman of the Board of Directors and the Managing Director, each alone, or a member of the Board together with another with the right to represent or the holder of procuration may sign for the company. The Board of Directors may grant a nominated person the power of procuration or right to sign for the company.

Auditor

An audit firm whose chief auditor is a Chartered Accountant shall be elected as the company’s auditor. The auditor’s term of office shall expire at the end of the next Annual General Meeting following its election.

Notice of a Shareholders’ Meeting

A written notice of a shareholders’ meeting shall be given to shareholders no earlier than three months and no later than three weeks prior to the shareholders’ meeting, however, no later than nine days prior to the record date of the shareholders’ meeting. A notice of a shareholders’ meeting shall be given by publishing it on the company’s website or in some other verifiable written form.

Venue of a Shareholders’ Meeting

A shareholder’s meeting shall be held, as determined by the Board of Directors, in the company’s domicile, Kempele, or in Helsinki, Vantaa or Oulu.

Annual General Meeting

The Annual General Meeting shall be held annually within six months of the termination of the financial year.

At the meeting, the following shall be

presented:

  1. the financial statements including consolidated financial statements and a report by the Board of Directors;
  2. the auditors’ report;

decided:

  1. the adoption of the financial statements;
  2. the use of the profit shown on the balance sheet;
  3. discharging Board members and the Managing Director from liability;
  4. the fees of the Board members and auditors;
  5. the number of members on the Board of Directors;

elected:

  1. Members of the Board of Directors;
  2. the auditor.

Should a vote be required in the Annual General Meeting, the method of voting shall be decided by the chairman of the Meeting.

 

Book-Entry System

The company’s shares shall be included in the book-entry system.