Articles of Association
Articles of Association of Silmäasema Oyj
1 § Name of the company
The name of the company is Silmäasema Oyj.
2 § Domicile of the company
The domicile of the company is Helsinki.
3 § Company's field of business
The company's field of business is the purchase, marketing, retail and wholesale of optical goods, the production, sale and supply of services and operations related to eye healthcare and eye clinic operations as well as the production of training and consultation services related to these fields and other research and development. The company may engage in the manufacture, import, purchase, sale and leasing of machinery, equipment and products related to eye healthcare and eye clinic operations, and the development, purchase, sale, leasing and licensing of information technology related solutions related to the field as well as the provision of related professional services. The company can operate through subsidiaries and holding companies. In addition, the company's field of business is to manage and own securities and shares, real estate and other assets in Finland and abroad through itself or through its own companies. The company's field of business is also to provide administrative, financial and other Group services to its Group companies as well as to provide securities and guarantees on behalf of its Group companies.
4 § Book-entry system
The shares of the company shall belong to the book-entry system after the expiry of the registration period.
5 § Board of Directors
The governance of the company and the appropriate organization of the company's operations shall be managed by the Board of Directors, which, according to the decision of the Annual General Meeting, includes at least three (3) and a maximum of nine (9) ordinary members. The number of deputy members may not exceed three (3). The term of the members of the Board of Directors shall be until the conclusion of the first Annual General Meeting following the election.
6 § Managing Director
The company may have a Managing Director. The Board of Directors shall decide on the appointment and dismissal of the Managing Director.
7 § Representation
In addition to the Board of Directors, the company is represented by the Chairman of the Board of Directors and the Managing Director, each alone, and two Board members together.
8 § Financial year
The financial year of the company shall be a calendar year.
9 § Auditors
The company's auditor shall be an auditing firm approved by the Finnish Patent and Registration Office. The term of the auditor shall be until the conclusion of the first Annual General Meeting following the election.
10 § Notice to General Meeting and registration
The Annual General Meeting shall be held annually within six (6) months from the termination of the financial year.
The notice convening the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the Meeting, but 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.
To be entitled to attend the General Meeting, a shareholder must notify the company of its attendance by the date specified in the notice convening the Meeting, which date may not be earlier than ten (10) days prior to the Meeting.
11 § Annual General Meeting
At the Annual General Meeting the following shall be
1. the Annual Accounts and the Management Report, as well as
2. the Auditor's Report,
3. the adoption of the Annual Accounts, which, in parent company, also includes the adoption of the consolidated Annual Accounts,
4. the use of the profit shown on the Balance Sheet,
5. the discharge from liability for the members of the Board of Directors and the Managing Director,
6. the remuneration for the members of the Board of Directors and for the auditor, as well as
7. the number of members of the Board of Directors,
8. the Chairman, the deputy Chairman and the members of the Board of Directors, as well as
9. the auditor,
10. any other matters possibly contained in the notice to the Meeting.