1 § Registered name and domicile
The registered name of the company is Meriaura Group Oyj, in Swedish Meriaura Group Abp and in English Meriaura Group Plc. The domicile of the company is Turku.
2 § Line of business
The company’s line of business is to conduct business related to maritime logistics as well as solar and other renewable energy. The company may have investment activities. The company can operate directly or through its subsidiaries or associated companies.
3 § Shares and book-entry system
Company’s shares belong to the book-entry securities system.
4 § Board of Directors and the Managing Director
The company shall have the Board of Directors, which comprises no fewer than three (3) and no more than seven (7) members. The term of office of each member of the Board of Directors ends at the adjournment of the first annual general meeting of shareholders following the election. The company shall have a Managing Director. The Managing Director is nominated by the Board of Directors.
5 § Representation of the company
The company shall be represented by the Board of Directors but also the chairman of the Board of Directors and the Managing Director alone and two members of the Board of Directors acting jointly. The Board of Directors may grant procuration or representation right to a nominated person.
6 § Auditors
The company must have an auditor who is an audit firm approved by the Finnish Patent and Registration Office. The auditor’s term of office ends at the end of the first annual general meeting following the election.
7 § Summons, registration period and venue of general meeting of shareholders
The notice to convene a general meeting of shareholders must be delivered to the shareholders by publishing the notice on the website of the company or otherwise in a verifiable manner no earlier than three (3) months and no later than three (3) weeks prior to the general meeting of shareholders, however, in any case, at least nine (9) days prior to the record date of the general meeting of shareholders pursuant to the Finnish Companies Act.
Where the Board of Directors so decides, a shareholder must register with the company in order to participate in the general meeting of shareholders. In such case, shareholders must register no later than on the date referred to in the notice convening the meeting, which date may be at the earliest ten (10) days prior to the general meeting of shareholders.
Besides the company’s domicile, general meetings may held in the City of Helsinki, Finland or the City of Stockholm, Sweden.
8 § Annual general meeting of shareholders
The annual general meeting of shareholders shall be held each year within six (6) months from the end of the financial period of the company on a date resolved by the Board of Directors.
The meeting shall:
be presented with:
the financial statements and, when needed the report of the Board of Directors;
the auditor’s report;
• the adoption of the financial statements;
• the use of profits shown on the balance sheet;
• the discharge of members of the Board of Directors and the Managing Director from liability;
• the remuneration of the members of the Board of Directors and the auditor;
• the number of the members of Board of Directors;
• the members of the Board of Directors, and
• the ordinary auditor and deputy auditor.