Articles of Association of Lamor
The Articles of Association as amended in Lamor´s Annual General Meeting on 4 April 2023 regarding sections 2, 7, 9 and 11.
1. THE BUSINESS NAME AND DOMICILE OF THE COMPANY
The business name of the company is Lamor Corporation Oyj. The company’s parallel business name is in Swedish Lamor Corporation Abp and in English Lamor Corporation Plc. The company’s domicile is Porvoo.
2. LINE OF BUSINESS
The company’s line of business is soil and water remediation activities and other services related to environmental maintenance, waste treatment and disposal, and material recycling; as well as development, manufacturing, sale and lease of related technologies such as environmental protection equipment, oil spill response equipment, boats and vessels, and activities relating to those, and provision of industry-related consulting and training as well as development of environmental protection programs and financing models, and other environmental protection activities. The company may trade in securities, own and lease real estate as well as mediate raw materials. The company may conduct its business directly and through branches, subsidiaries and associated companies. The company may also establish branches, subsidiaries and associated companies abroad.
3. NOMINAL VALUE OF SHARES
The company’s shares do not have a nominal value.
4. FINANCIAL PERIOD
The company’s financial period is the calendar year.
5. BOARD OF DIRECTORS
The company’s administration and appropriate organisation of its operations is seen by the Board of Directors, which shall comprise a minimum of three and a maximum of eight regular members.
The term of office of a member of the Board of Directors begins from the General Meeting deciding on their election and ends at the close of the next Annual General Meeting following their election. The Board of Directors shall elect a chairman from among its members.
6. CHIEF EXECUTIVE OFFICER
The company may have a Chief Executive Officer appointed by the Board of Directors, who shall see to the day-to-day executive management of the company in accordance with the instructions and orders given by the Board of Directors.
7. RIGHT TO REPRESENT THE COMPANY
Each member of the Board of Directors jointly with the CEO, or two members of the Board of Directors jointly, are entitled to represent the company.
The Board of Directors is entitled to decide on granting procuration and representation rights.
The company shall have one auditor who shall be an auditing firm approved by the Finnish Patent and Registration Office.
The auditor’s term of office begins from the General Meeting deciding on the auditor’s election and ends at the close of the next Annual General Meeting following the election.
9. NOTICE OF A GENERAL MEETING OF SHAREHOLDERS, REGISTRATION FOR THE GENERAL MEETING OF SHAREHOLDERS, AND VENUE OF THE GENERAL MEETING OF SHAREHOLDERS
The notice of General Meeting shall be delivered no earlier than three months and no later than one week before the record date for the General Meeting of shareholders referred to in the Finnish Limited Liability Companies Act. The notice shall be delivered by publishing it on the company’s website or by providing the notice by email or otherwise in writing to the addresses informed to the company by the shareholder.
If the Board of Directors so decides, to be able to participate in the General Meeting, a shareholder must give advance notice of participation to the company no later than the date given in the notice of the General Meeting. Such date shall not be earlier than ten days before the meeting.
The General Meetings of Shareholders shall be held in Porvoo or Helsinki. However, the Board of Directors may decide that the General Meeting of Shareholders will be held without a meeting venue so that shareholders fully exercise their decision-making power during the meeting in real time using telecommunication connections and technical means (remote meeting).
10. ANNUAL GENERAL MEETING
The Annual General Meeting must be held each year on a day specified by the Board of Directors, which shall be within six (6) months of the close of the financial period.
At the meeting, the following must be:
- the financial statements, which shall include the consolidated financial statements;
- annual report; and
- the auditor’s report.
After which, the following shall be decided;
- the adoption of the financial statements and the consolidated financial statements;
- measures called for by the profit shown on the balance sheet;
- the discharge from liability of the members of the Board of Directors and the Chief Executive Officer;
- the remuneration and basis of compensation for travel costs of the Board of Directors and the auditor; and
- the number of members of the Board of Directors.
After which, the following shall be elected:
- the members of the Board of Directors; and
- the auditor.
11. SHARES RECORDED IN THE BOOK-ENTRY SYSTEM
The shares of the company are recorded in the book-entry system.
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