PHM Group Holding PLC Articles of Association
1 Company Name and Domicile
The company name is PHM Group Holding Plc. The domicile of the company is Helsinki.
2 Objects of the Company
The company’s field of business is to own and manage shares, participations and other securities, and the management and supervision of group companies and affiliated companies. The company may function as parent company of the group and provide administrative services to its subsidiaries and affiliated companies.
3 Board of Directors
The board of directors of the company consists of not less than one (1) and not more than six (6) ordinary members. If the board of directors consists of less than three members, one deputy member shall be elected. The term of office of a member of the board of directors shall commence from the general meeting at which the director was elected and end at the close of the next annual general meeting.
The board of directors appoints a chairman among its members.
4 Managing Director
The company may have a managing director appointed by the board of directors.
The company is represented by the chairman of the board of directors and the managing director, each alone, and by two members of the board of directors together. Additionally, the board of directors may grant procuration rights or rights to represent the company to specific persons.
The company has one auditor, who shall be an accounting firm certified by the Finnish Patent and Registration Office. The term of office of the auditor is the financial year. The auditor’s assignment expires at the closing of the next annual general meeting following the auditor’s appointment.
7 Annual General Meeting
The annual general meeting shall be held each year within six months from the end of the financial year.
At the annual general meeting resolutions shall be passed concerning
1 the adoption of the income statement and balance sheet,
2 the disposition of the profit or loss shown by the adopted balance sheet,
3 the release of the members of the board of directors and the managing director from liability for their actions,
4 the remuneration of the members of the board of directors and the auditor,
5 the number of the members of the board of directors,
the following shall be elected
6 the members of the board of directors, if needed, and
7 the auditor.
8 Notice of General Meeting
The notice of a general meeting is to be given to the shareholders in writing no earlier than three months and no later than one week before the meeting by mail to the shareholders’ addresses as entered into the shareholder register. The notice may also be given by e-mail to an e-mail address notified by a shareholder.
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