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(Unofficial translation of the Swedish original)
The business name of the company is Aktia Bank Abp in Swedish, in Finnish Aktia Pankki Oyj and in English Aktia Bank Plc.
The registered office of the company is in Helsinki.
The company engages in activities permissible to deposit banks, including mortgage banking activities. In accordance to the concession issued by the Financial Supervisory Authority, the bank provides investment services as referred to the Financial Services and Markets Act.
The company has one share class. Each share entitles the holder to one (l) vote. The company's shares form part of the book entry securities system.
Ordinary annual general meetings are held annually before the end of May on a date set by the Board of Directors.
At the Annual General Meeting of Shareholders, the following shall be:
presented;
decided;
established;
elected;
attended to;
To participate in the General Meeting, a shareholder must notify the company of their attendance by the deadline specified in the invitation to the meeting. The deadline for registration may not be earlier than ten days before the General Meeting.
The General Meeting can be held in Helsinki, Espoo or Vantaa. The Board of Directors may decide that the General Meeting shall be held without a meeting venue so that the shareholders exercise their right to decide during the meeting in full and in a timely manner by means of a telecommunication connection and a technical aid (remote meeting).
The notice of annual general meeting is communicated to shareholders through the company's website. In addition, information about an annual general meeting shall be communicated through announcement in one or more of the daily papers specified by the Board of Directors with general circulation in Finland. The notice must include details of matters to be discussed at the meeting.
The annual general meeting is opened by the chairman of the Board of Directors or, if he is prevented from doing so, by the deputy chairman. If both of these are prevented from opening the meeting, another member of the Board of Directors will perform this task..
A Nomination Board shall be appointed annually with the duty to prepare a proposal for members of the Board of Directors as well as for the remuneration of there to the following Annual General Meeting, and, if necessary, to an Extraordinary General Meeting.
The Nomination Board comprises representatives of the five largest shareholders according to number of shares held. The Chairman of the Board of Directors convenes the Nomination Board and acts as an expert at the meetings.
The right to appoint a member to the Nomination Board lies with the five shareholders whose ownership of shares in Aktia Bank plc is the largest on 1 June immediately preceding the General Meeting. Should a shareholder not wish to use his/her appointment right, the right transfers to the next largest shareholder who would otherwise not have an appointment right. The shareholders entitled to appoint a member are determined on the basis of the shareholders' register of the Company on 1 June the calendar year preceding the General Meeting.
Prior to an Annual General Meeting the Nomination Board shall present its proposals for members of the Board of Directors and for remuneration to the Board of Directors of Aktia Bank plc before the end of January. Concerning Extraordinary General Meetings, proposals shall be presented in a similar manner in good time to before the meeting, considering applicable rules and regulations.
The Nomination Board complies with a Charter set by the General Meeting.
There are at least five (5) and at most twelve (12) board members.
The term of office for a board member ends when the Annual General Meeting following the election closes.. member.
Meetings of the Board of Directors are deemed quorate when more than half of the members, including the chairman or deputy chairman, are present.
In the absence of the chairman of the board, that which is stipulated in these articles of association or elsewhere with regard to the chairman applies to the deputy chairman.
The Board of Directors represents the company and manages the company's activities in accordance with the legislation and these articles of association. The Board of Directors appoints the Managing Director.
The company has a Managing Director.
The Managing Director shall see to the company's day-to-day management in accordance with the instructions issued by the Board of Directors and under the supervision of the Board of Directors.
The company can be represented by two members of the Board of Directors together or one member together with an employee authorised by the Board of Directors or two employees of the company authorised by said Board together.
The bank's financial period is one (l) calendar year.
The company shall elect at least one and no more than two auditors.
The Annual General Meeting can also elect personal alternate auditors. If only one auditor is elected and he/she is not a member of an association of auditors, an alternate auditor must also be elected.
The auditors are elected for a term of office ending when the Annual General Meeting following the election closes.