Articles of Association
1§ Trade Name
The company’s trade name is Bilot Oyj, in Swedish Bilot Abp and in English Bilot Plc.
2§ Registered Office
The registered office of the company is in Helsinki.
3§ Field of Operation
The company’s field of operation is consulting related to business administration, business operations and information systems. The company may also engage in investment activities.
4§ Incorporation of Shares in the Book-Entry Securities System
The shares of the company are incorporated in the book-entry system of securities after the registration period has ended.
5§ Board of Directors
The company has a board of directors that consists of no less than three and no more than eight ordinary members.
The term of office of the members of the board of directors expires at the end of the first annual general meeting of shareholders following their election.
6§ Managing Director
The company may have a managing director appointed by the board of directors.
7§ Representing the Company
The company is represented by the chair of the board of directors and the managing director, each acting individually, and by two board members acting together.
The board of directors can grant designated persons the right to represent the company or procuration rights.
The company shall have one auditor, which shall be an auditing firm pursuant to the Auditing Act.
The term of the auditor shall expire at the end of the first annual general meeting following the appointment.
9§ Notice Convening the General Meeting of Shareholders
A notice to convene the general meeting must be published on the company’s website no earlier than three months and no later than three weeks before the general meeting, however no later than nine days before the record date of the general meeting.
10§ Advance Registration
In order to attend a general meeting of shareholders, a shareholder must notify the company thereof by registering for the meeting no later than the date and time set by the board of directors and stated in the notice of the meeting, which may be no earlier than ten days prior to the meeting.
11§ General Meeting of Shareholders
The annual general meeting shall be held each year on a date determined by the board of directors within a period of six months from the end of the financial year.
In the ordinary general meeting
1. the financial statements, which shall comprise the consolidated financial statements, and the report of the board of directors; and
2. the auditor’s report;
3. the adoption of the financial statements;
4. the use of the profit shown on the balance sheet;
5. the discharge of the members of the board of directors and the managing director from liability; and
6. the number and remuneration of the members of the board of directors and the principles for remuneration of travelling costs;
7. the members of the board of directors; and
8. the auditor and
9. any other matters mentioned in the notice of the meeting.
12§ Consent Clause
A new owner exterior to the company shall need an approval by the board of directors for the acquisition of the share of the company. The application for the approval shall be made in writing. The board of directors shall give its written answer to the application of approval within two (2) months of receipt of the application. If no answer is given in this manner, consent will be deemed to have been given.
13§ Redemption Clause
If shares in the company are transferred by a party other than the company to a new owner exterior to the company, the transferee must notify the company’s board of directors of this in writing without delay. In this case, the company has the primary right and the shareholders have the secondary right to redeem the shares being transferred under the following conditions:
1. The redemption right shall be applicable to all transfers.
2. The company has the primary right of redemption. The company may redeem the shares only with funds available for profit distribution. The company must notify the transferee of its redemption claim within one month of the date when the transfer of the shares was notified to the board of directors.
3. The board of directors must notify the parties with redemption rights of the transfer of the shares to a new owner and of whether the company intends to exercise its redemption right no later than within one month from the transfer notice.
The notice must be delivered in the same manner as a notice convening a general meeting.
4. The notification must include the names of the transferor and transferee, the date of the transfer, the redemption price and the date by which redemption claims must be made at the latest.
5. The shareholders have the secondary right of redemption. Shareholders must make redemption claims to the company’s board of directors in writing within two (2) months of the date when the board of directors was notified of the transfer of shares.
6. If several shareholders wish to exercise their redemption right, the board of directors must distribute the shares between the shareholders interested in the redemption pro rata to their existing shareholding in the company and, to the extent that this is not possible, by drawing lots.
7. In acquisitions of title for consideration or without consideration, the redemption price is the net value of the shares based on the most recently adopted financial statements.
8. The redemption price must be paid to the transferee in cash or by a bank-certified check within two (2) weeks of the date when the redemption claim was made or be deposited with a Regional State Administrative Agency within the same time.