NORDIC ALUMINIUM PLC
ARTICLES OF ASSOCIATION
1 § Company name and domicile
The Company's name is Nordic Aluminium Oyj, Nordic Aluminium Plc in English and the Company's domicile is Kirkkonummi.
2 § Line of Business
The Company's line of business is the production, import and marketing of metal, electro- technical as well as construction material products and thereto related industrial and business activities.
3 § Minimum and maximum share capital
The company's minimum share capital is EUR 3.520.000 and the maximum is EUR 14.080.000, within which limits the share capital may be increased or decreased without amending the Articles of Association.
4 § Nominal value of the shares
The nominal value of the shares is EUR 1,28.
5 § Book-entry securities system and record date
The company's shares have been entered in the book-entry securities system after the registration date defined by the company's Board of Directors.
The right to obtain funds to be distributed by the company and the right to subscribe when the share capital is increased after the registration date is held only by a person;
- who on the record date is registered as a shareholder in the company's register of shareholders.
- whose right to receive funds has been registered on the record date into the book-entry securities account of the shareholder registered in the register of shareholders and has been registered in the register of shareholders; or
- if the share is nominee registered, in whose book-entry securities account the share is registered on the record date and whose custodian manager has been registered on the record date as the custodian manager of the shares in the register of shareholders.
6 § Board of Directors
The Board of Directors is responsible for the management and the appropriate organization of the operations of the company and it consists of at least three (3) and no more than seven (7) members.
The term of office of the members of the Board of Directors ends at the conclusion of the first Annual General Meeting of Shareholders following their election.
The Board of Directors elects a Chairman amongst its members for a term of office that ends at the conclusion of the next Annual General Meeting of Shareholders.
The Chairman of the Board of Directors shall summon the Board of Directors' meeting by a letter or telefax sent at least ten days prior to the meeting to the address of each member of the Board of Directors as provided by each of them.
The Board of Directors constitutes a forum when at least four (4) members are present and in case the number of the members of the Board of Directors is less than four (4) when all members of the Board of Directors are in attendance.
7 § Managing Director
The company has a Managing Director who is appointed by the Board of Directors.
8 § Signing for the Company
The General Manager and the Chairman of the Board of Directors are together authorized to sign on behalf of the company or the Chairman of the Board of Directors alone.
9 § Per Procura
The Board of Directors decides on the issuance of per procura authorizations.
10 § Auditors
The company has at least one (1) and at the maximum two (2) auditors. In case the auditor is not a firm of auditors the, company must have at least one deputy auditor.
The term of office of the auditor expires at the conclusion of the first Annual General Meeting of Shareholders following the election.
11 § Annual General Meeting
The Annual General Meeting can be held, in addition to Company's domicile, in Helsinki, Espoo and Sipoo.
12 § Notice convening a meeting
The notice convening a General Meeting of Shareholders shall be published in a daily newspaper issued in Helsinki as decided by the Board of Directors or by sending the invitation to the shareholders by mail or telefax to the address or telefax number as recorded in the register of shareholders earliest two months and at the latest 17 days prior to the General Meeting of Shareholders.
13 § Right to vote and registering to the General Meeting of Shareholders
A shareholder wishing to exercise voting rights must register with the company latest by the date indicated in the invitation to convene the meeting and which date stated in the notice to convene the meeting, may be not earlier than ten (10) days prior to the meeting.
The method applied in voting is decided by the Chairman of the General Meeting of Shareholders.
14 § Ordinary Annual General Meeting of Shareholders
The Ordinary Annual General Meeting of Shareholders is to be held annually within six months from the end of the accounting period.
At the meeting;
The presentation of
1.the financial statement and the consolidated financial accounts
2.the auditors' report
must take place
Decisions are to be taken with respect to
3.the confirmation of the profit and loss account and the consolidated balance sheet
4.The measures to be taken and justified by the profit or loss shown in the confirmed balance sheet
5.the discharge of liability of the members of the Board of Directors and the Managing Director
6.the number of the members of the Board of Directors and auditors
7.the fees and reimbursement of travel costs to the members of the Board of Directors and the Auditors
The election of
8.Members of the Board of Directors
9.auditors
must take place
15 § Accounting period
The Company's accounting period is a calendar year.
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