Articles of association
ARTICLE 1 COMPANY NAME:
The name of the company shall be Incap Oyj in Finnish, Incap Abp in Swedish and Incap Corporation in English.
ARTICLE 2 DOMICILE:
The company’s domicile shall be Helsinki, Finland.
ARTICLE 3 LINE OF BUSINESS:
The Company’s line of business shall be the product development, design, manufacturing and maintenance of part components and box-build products for technology industry, as well as the sale and marketing and import and export of materials and services related to them. The Company may provide various administrative services for its Group companies and associated companies. The Company may own and control shares and properties and engage in investment activities.
ARTICLE 4 BOOK-ENTRY SYSTEM:
The Company’s shares shall be incorporated in a book-entry system.
ARTICLE 5 BOARD OF DIRECTORS:
The Company shall have a Board of Directors with a minimum of three (3) and a maximum of seven (7) members. The Board of Directors elects amongst its number a Chairman. The term of office for the Board of Directors shall expire at the close of the next Annual General Meeting to take place after its election.
ARTICLE 6 PRESIDENT AND CEO:
The Company shall have a President and CEO who is appointed by the Board of Directors.
ARTICLE 7 AUDITORS:
The Company shall have one auditor which is an auditing corporation approved by the Central Chamber of Commerce.
ARTICLE 8 REPRESENTATION OF THE COMPANY:
The name of the company can be signed by the Chairman of the Board and the President and CEO, both on their own, or by two members of the Board together, or by two such persons together, whom the Board has given authorisation to sign the name of the company or one such person together with a member of the Board.
ARTICLE 9 NOTICE OF A GENERAL MEETING OF SHAREHOLDERS:
The notice of a General Meeting of shareholders shall be published in a newspaper with national distribution specified by the Board or on the company’s website.
The notice must be delivered a maximum of two (2) months and a minimum of twentyone (21) days before the date of the General Meeting of shareholders.
ARTICLE 10 PARTICIPATION IN THE GENERAL MEETINGS OF SHAREHOLDERS:
A shareholder intending to attend a General Meeting of shareholders must register with the company in the manner and by the deadline specified in the notice of the meeting.
ARTICLE 11 ANNUAL GENERAL MEETING:
An Annual General Meeting must be arranged every year on a date indicated by the Board of Directors within six months after the end of the accounting period.
Matters to be presented at the Annual General Meeting
- the financial statements and the report of the Board of Directors
- the auditor’s report
Matters to be decided at the Annual General Meeting
- adoption of the financial statements
- disposal of the profits recorded in the balance sheet
- discharge of liability for the members of the Board of Directors and the President and CEO
- the number of members on the Board of Directors
- the fees and reimbursements of expenses to be paid to the Board members and the auditors and
- any other issues on the agenda specified in the notice of the Annual General Meeting
The Annual General Meeting shall elect
- the members of the Board of Directors
- the company’s auditor.
