Articles of association
for Aktia Savings Bank plc
1 § Business name and domicile
The business
name of the limited savings bank company is Aktia Sparbank Abp
in Swedish, Aktia Säästöpankki Oyj in
Finnish and Aktia Savings Bank plc in English.
The domicile of the company is Helsinki.
The designation “bank” is used when referring to the
company in these articles of association.
2 § Activities and
types of activities
The bank, which was founded as a savings
bank in 1825, engages in business operations such as are permitted
for deposit banks.
The bank specifically aims to promote saving.
The
bank’s activities are primarily local in nature.
The languages
of the bank are Swedish and Finnish.
The bank offers investment
services as referred to in § 3 of
the Securities Companies Act, and deposit and management
services as referred to in § 16, section 1, point 5 of the
said act.
3 § Share capital
The bank’s minimum share
capital is forty million euros (EUR 40,000,000) and its maximum
share capital is one hundred and sixty
million euros (EUR 160,000,000). The share capital
can be increased or reduced within these limits without any change
to the articles
of association.
The minimum number of shares is
20,000,000 and the maximum number is 80,000,000.
The bank’s
shares form part of the book-entry securities system.
The right
to receive funds as paid out by the bank and subscription rights
in the event
of any increase
in the
share capital
are only due to those
1. who, on a specific
record day, have been entered as shareholders in the register
of
shareholders;
2. whose right to a payment
on the record day has been listed on the book-entry
account of
a shareholder entered
in the
register of
shareholders and, as per chapter 3a § 6,
paragraph 4 of the Companies' Act, has
been recorded in the register of shareholders;
or
3. on whose book-entry account the
stock,
if it is nominee-registered, has been
entered on the record
day and for which, under
the provisions of § 28 of the Act on
the Book-entry System, the portfolio
manager has been entered as portfolio manager
in the register of shareholders.
4 § Annual
General Meeting of Shareholders
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
1. the final accounts;
2. the consolidated final accounts;
3. the audit report;
4. the Group audit report;
5. the Board of Supervisors’ statement on the final accounts
and the audit reports
decided on
6. adoption of the profit and loss
account and balance sheet;
7. adoption of the consolidated
profit and loss account and balance
sheet;
8. action due to profit or loss
as per the adopted balance sheet and
consolidated balance
sheet;
9. the date of any dividend payment;
10. discharge from liability for
the members of the Board of Supervisors
and the Board
of Directors, the Managing Director
and his alternate;
11. fees for the members of the
Board of Supervisors;
12. the auditors’ fees;
established
13. the number of members of the
Board of Supervisors
14. the number of auditors
elected
15. members of the Board of Supervisors;
16. auditors and, if necessary,
alternate auditors; and any instructions
should
also be issued
concerning the
division of duties between
the auditors
attended to
17. other issues mentioned in the
summons to the meeting which will
be presented
for consideration at the meeting.
5 § Participation
in the Annual General Meeting of
Shareholders
In order to be able to participate in an annual general
meeting, a
shareholder must
inform the bank by the
specific date stated
in the summons. This date may
be a maximum
of ten days prior to the annual
general meeting.
6 § Summons
to an Annual General Meeting
of Shareholders
Summons to an annual general
meeting is communicated to
shareholders through announcement
in one
or more of the daily
papers specified
by the Board of Directors with
general circulation in Finland.
The summons
must include details
of matters to
be discussed
at the meeting.
7 § Opening
the Annual General Meeting of
Shareholders
The annual general meeting is opened by the chairman
of the
Board of
Supervisors 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 Supervisors
will
perform this
task.
8 § Management of the
bank
Management of the bank is
handled by the Board of Supervisors,
the Board of Directors and
the Managing Director. 9 § The
Board of Supervisors
The number
of members of the Board of Supervisors is determined
by
the annual general meeting.
The number of members can
vary from a minimum of seven
(7) up to
a maximum of
thirty (30).
The term of office of a member
of the Board of Supervisors
begins once
the
annual general
meeting
that conducted
the election has
been closed and continues until
the third ordinary annual general
meeting
to be held after the election
has concluded, unless it has
been decided
that the
term of office will
be shorter in order
to keep
the number
of members of the Board of
Supervisors who are due to
retire during the year to one
third, or if the term of office
must be
different for
some other
reason.
No person who turns
65 before the beginning of the term of
office can be elected
to serve on
the Board
of Supervisors.
At its first
meeting after election the Board of Supervisors
will
appoint a chairman
and
one or more deputy chairmen
to serve for one
year at a time from among
its members. Until a
chairman has been elected,
the board will be chaired
by the most senior (in
terms of age) present
member of the Board of
Supervisors.
In the absence of the chairman,
that which is stipulated
in these articles
of association
or elsewhere
with
regard to the
chairman
of the Board of Supervisors
applies to the deputy chairman.
Meetings
of the Board of Supervisors are called
by the chairman.
Meetings
of the Board of Supervisors are deemed
quorate when more
than half of the
members are present.
The
Board of Supervisors can set up committees
from among its members
to prepare
matters
to be handled by the
Board and to
follow the Board
of Directors’ activities,
and can delegate the
right to stipulate the
Managing
Director’s
terms of employment
to such a committee.
Members
of the Board
of Directors and the
bank’s Managing
Director are entitled
to attend and address
meetings of the Board
of Supervisors,
but not deal with matters
affecting themselves.
10 § The
duties of the Board
of Supervisors
The Board of Supervisors
shall be responsible
for the duties
that fall
to the Board
in support of
legislation:
1. monitoring
the Board of Directors and Managing
Director’s
management of the
bank;
2. issuing a statement
at the ordinary annual
general meeting
with reference
to the final
accounts and
the audit report;
3.
determining the number of members
on the Board
of Directors;
4. appointing
and discharging the Board’s chairman, deputy
chairman and other
members, and
5. determining fees
for those performing
the assignments mentioned
in
the
previous point;
The Board of Supervisors
shall also:
6. decide on matters that are related to the significant restriction
or expansion of activities;
7. appoint and discharge the Managing
Director and establish remuneration and emolument for this position.
It may issue instructions to the Board of Directors in matters
that are of special importance or fundamentally vital.
11 § Board of Directors
There are at least five (5) and a maximum
of twelve (12) board members.
The term of office for a board member
is one calendar year. No person who turns 65 before the beginning
of the term can
be elected
to serve on the Board.
Meetings of the Board of Directors
are deemed quorate when more than half of the members, including
the chairman or
deputy chairman,
are present.
No member of the Board of Directors may be
a member of the Board of Supervisors.
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.
12 § The duties
of the Board of Directors
The Board of Directors
represents the bank and manages the bank’s
activities in accordance with the legislation,
these articles of association and the instructions issued by the
Board of
Supervisors
in matters
that are of special importance or fundamentally
vital.
13 § Managing Director
The Managing Director shall see to the
bank's day-to-day management in accordance with the instructions
issued by the Board of
Supervisors and the Board of Directors.
14 § Signing
for the company
The following parties can sign
for the company: 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 bank authorised by said
Board together.
15 § Financial year
The bank’s financial year consists
of one calendar year.
16 § Audit
The bank 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 authorised by the Central
Chamber of Commerce, an alternate auditor
must
also be elected.
The term of office
for auditors is the financial year that is in progress
when
the election
is conducted and their assignment ceases
when the Annual General Meeting that
follows the end
of
the audited financial year is closed.
The
Annual General Meeting can give directions regarding the division
of
duties between
the auditors.
17 § Credit limits
Members of the Board of Directors
and the Managing Director can only
be granted
credit
or security
or other contingent
liability by the bank’s Board
of Directors.
Credit or security granted to a
member of the Board of Directors
must be
reported to the
Board of Supervisors.
Other employees
of the bank are entitled to credit at the bank
as per the
terms established by the
Board of Directors.
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