Articles of Association
1 § COMPANY NAME AND DOMICILE
The trade name of the company is Eagle Filters Group Oyj, in Swedish Eagle Filters Group Abp and in English Eagle Filters Group Plc. The domicile of the company is Helsinki.”
2 § LINE OF BUSINESS
The line of business of the company is to conduct energy and resource efficient technology related business as well as development and production of thereto-related products, services and content, administration and development related operations and consulting. In addition, the company may own, purchase and sell securities, own real estates as well as conduct financing and other investment activities.The company may carry out the business mentioned above directly or through subsidiaries, associates or participating companies.”
3 § SHARES
The company’s shares are included in the book-entry securities system.
The company may have series K and series A shares. Each series K share confers twenty (20) votes and each series A share confers one (1) vote in a General Meeting of shareholders. In other respects, the rights conferred by the company’s shares are equal.
A series K share can be converted to a series A share upon demand by the shareholder to the Board of Directors with the conversion ratio 1:1.
4 § BOARD OF DIRECTORS
The company has a Board of Directors comprising a minimum of one (1) and a maximum of six (6) ordinary members. In case the Board of Directors has fewer than three (3) ordinary members, one deputy member shall be elected.
The term of office of the members of the Board of Directors ends at the closing of the next ordinary General Meeting of shareholders following their election.
5 § REPRESENTING THE COMPANY
In addition to the Board of Directors, the company can be represented by the President and CEO and the chairman of the Board of Directors, each separately, or by two members of the Board of Directors together. The Board of Directors may authorize a member of the Board of Directors or another person to represent the company.
6 § NOTICE OF A GENERAL MEETING AND ATTENDANCE
A notice to a General Meeting of shareholders shall be sent to shareholders by publishing the notice on the company’s website or in another provable way no earlier than three (3) months and no later than three (3) weeks before the date of the General Meeting, however, no later than nine (9) days before the record date denoted by the Finnish Limited Liability Companies Act of the General Meeting. The record date is eight (8) days before the date of the General Meeting.
The Board of Directors may at its discretion decide that in order for shareholders to have the right to attend a General Meeting, shareholders shall register with the company no later than the registration date given in the notice of the General Meeting, which can be no earlier than ten (10) days before the General Meeting.
The General Meeting can be held either in the company’s domicile or in the city of Stockholm in Sweden.