Articles of Association
Articles of Association of STOCKMANN plc
Article 1 Business name and domicile
The Company’s business name is STOCKMANN Oyj Apb, in English STOCKMANN plc, and it is domiciled in Helsinki.
Article 2 Line of business
The Company’s line of business is to engage in department store operations, mail order sales and other retail trade as well as in business operations and services connected with them. The Company can engage in financing and investment operations and the restaurant business. The Company may conduct its operations either directly or through its subsidiaries or affiliated companies. The Company may also manage common tasks of its group companies, such as administrative services or financing, either directly as the parent company or through its subsidiaries.
The Company has a single class of shares. Each share shall carry one (1) vote at a general meeting of shareholders. The Company’s shares belong to the book-entry system.
Article 4 Board of Directors
The Company’s Board of Directors shall have a minimum of five and a maximum of nine members.
The term of office of a member of the Board of Directors shall commence from the Annual General Meeting at which the director was elected and end at the close of the next Annual General Meeting.
The Board of Directors shall elect from amongst its number a Chairman and a Vice Chairman for one year at a time.
The Board of Directors shall have a quorum when more than half of its members are in attendance. Decisions shall be made on the majority principle. In the event of a tie, the Chairman shall have the casting vote. However, if the voting results in a tie when electing the Chairman of the Board of Directors, the election shall be decided by casting lots.
Article 5 Managing Director
The Company shall have a Managing Director appointed by the Board of Directors, who shall be in charge of the Company’s running administration in accordance with the instructions and regulations issued by the Board of Directors.
Article 6 Representing the Company
The Company shall be represented by the Chairman of the Board of Directors and the Managing Director, each separately, as well as by two members of the Board of Directors together.
The Board of Directors can authorize specifically designated persons to represent the Company such that they represent the Company’s business name alone or two together, or each separately together with a member of the Board of Directors.
The Board of Directors shall decide on the Company’s rights of procuration. Procuration can be granted only in such a way that the holders of the right of procuration represent the Company together with another holder of procuration, with a member of the Board of Directors or with a person to whom the Board of Directors has given the right to represent the Company jointly with another person.
Article 7 Auditors
The Company shall have a minimum of one and a maximum of three auditors and they shall have a minimum of one and a maximum of three deputies. Insofar as a firm of auditors authorized by the Central Chamber of Commerce is elected as the auditor, a deputy auditor need not be elected.
The term of office of the auditors shall begin from the General Meeting at which they were elected and end at the close of the next Annual General Meeting.
Article 8 Financial year
The Company’s financial year is the calendar year.
Article 9 Annual General Meeting
The Annual General Meeting shall be held each year before the end of June.
Article 10 Notice of a General Meeting
AA notice convening an Annual General Meeting of Shareholders shall be published in a newspaper which is determined by the Board of Directors and comes out in the Helsinki area or on the Company’s internet site, no more than three months before the record date for the Annual General Meeting of Shareholders referred to in chapter 4, section 2(2) of the Companies Act and no less than three weeks before the Annual General Meeting of Shareholders, however, at least nine days before the said record date.
Article 11 Right to vote and registration to attend a General Meeting
A shareholder shall exercise his right to vote at a General Meeting personally or via a proxy.
In order to participate in a General Meeting, a shareholder who has been entered in the Shareholder Register must notify the Company of his intention to attend the meeting at the time and place mentioned in the notice of meeting. The date of notification can be no earlier than ten (10) days before the meeting.
Article 12 Passing of resolutions at a General Meeting
A General Meeting shall be opened by the Chairman or Vice Chairman of the Board of Directors or, if they are unable to attend, by the Managing Director. The chairman of a General Meeting shall be elected by the General Meeting. Unless otherwise provided for in the Companies Act, resolutions at a General Meeting shall be passed by a simple majority of the votes. In elections, the person who has received the most votes is deemed to have been elected. In the event of a tie, the Chairman shall have the casting vote, except in elections, when lots will be cast.
The Chairman of the meeting shall determine the method of carrying out a ballot.
Article 13 Business of the Annual General Meeting
The business of the Annual General Meeting is
the presentation of
1 the financial statements and the Report of the Board of Directors;
2 the Auditors’ Report;
3 adoption of the financial statements;
4 the use of the profit shown on the Balance Sheet
5 granting of release from liability to the members of the Board of Directors and the Managing Director;
6 the remuneration of the members of the Board of Directors;
7 the remuneration of the auditors;
8 the number of members of the Board of Directors;
9 the number of auditors and their deputies;
10 other matters mentioned in the notice of meeting;
11 the members of the Board of Directors;
12 the auditors and their deputies.
Article 14 Arbitration clause
A dispute between the Company, on the one hand, and the Board of Directors, a member of the Board of Directors, the managing director, an auditor or a shareholder, on the other hand, shall be settled through arbitration in accordance with the Arbitration Act.
Registered 9 April 2021