1 § The name of the company is Sitowise Group Oyj and the domicile of the company is Espoo. The parallel name of the company in English is Sitowise Group Plc.
2 § The company’s field of business is to offer design and consulting services as well as digital solutions for built environment. The company may practice its business through subsidiaries and holding companies. In addition, the field of business of the company is to hold and own securities, shares, real estate and other assets in Finland and abroad directly or through other companies owned by it. The field of business of the company is also to produce administrative, finance and other group services to its group companies and to grant security and guarantees on behalf of its group companies.
3 § The Board of Directors of the company shall comprise a minimum of three (3) and a maximum of nine (9) members. The term of the members 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.
4 § The company may have a Chief Executive Officer. The Board of Directors shall decide on the appointment and dismissal of the Chief Executive Officer.
5 § The company is represented by the Chairman of the Board of Directors alone, by two (2) members of the Board of Directors jointly or by a person or persons whom the Board of Directors has granted a right of representation.
6 § The company has one (1) auditor that 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 its election.
7 § Company’s financial year ends annually on 31 December.
8 § The shares of the company shall belong to the book-entry system after the expiry of the registration period.
9 § The shareholders exercise their power of decision in the company’s affairs at the General Meeting.
The Annual General Meeting of shareholders shall be held annually within six (6) months of the expiration of the financial year. An Extraordinary General Meeting of shareholders shall be held when the Board of Directors considers it necessary or when the law so requires.
The Board of Directors convenes the General Meeting and decides on the date and place of the Meeting. In addition to the domicile of the company, the General Meeting may be held in Helsinki and Vantaa. The notice of the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later three (3) weeks prior to of the Meeting, however, no later than nine (9) days before the record date of the General Meeting. The notice shall be delivered to the shareholders by means of a notice published on the company’s website or at least in one national daily newspaper designated by the Board of Directors.
The Board of Directors may decide that a General Meeting is arranged without a meeting venue in a manner whereby shareholders exercise their decision-making power in full and in real time during the meeting using telecommunication connection and technical tools (remote meeting).
To be entitled to attend the General Meeting, a shareholder must register with the company no later than on the date specified in the notice of the General Meeting, which date may not be earlier than ten (10) days prior to the General Meeting.
10 § At the Annual General Meeting the following shall be presented:
- the financial statements, including the consolidated financial statements,
- the annual report, and
- the auditor’s report.
After which, the following shall be decided:
- the adoption of the financial statements and consolidated financial statements,
- the use of the profit shown on the balance sheet,
- the discharge from liability for the members of the Board of Directors and the Chief Executive Officer,
- the remuneration of the members of the Board of Directors and of 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.
After which, any other matters possibly contained in the notice of the Meeting shall be handled.