Stromsdal Corporation’s articles of association
(Approved by the Annual General Meeting on 29 March 2007)1 § Company Name and Domicile
The company name is Stromsdal Oyj in Finnish, Stromsdal Abp in Swedish and Stromsdal Corporation in English. The company domicile is Juankoski.
2 § Line of Business
The company’s line of business is production, processing and sale of carton and groundwood pulp and business activities connected with it.
3 § Board of Directors
The Board of Directors, consisting from three to ten members, is responsible for company management and the appropriate organisation of operations. The term of the Board of Directors terminates at the close of the Annual General Meeting following the election. The Board of Directors elects a Chairman from among its members.
4 § Managing Director
The company has a Managing Director, appointed by the Board of Directors. The Managing Director shall not be the Chairman of the Board of Directors.
5 § Representation of the Company
Members of the Board of Directors are entitled to represent the company two jointly. The Managing Director is entitled to solely represent the company. In addition, two persons separately appointed by the Board of Directors may jointly represent the company.
6 § Holders of Procuration
Procurations are granted by the Board of Directors.
Holders of procuration are entitled to represent the company two together or with a member of the Board of Directors or with the Managing Director.
7 § Auditors
The company has one auditor authorised by the Central Chamber of Commerce and a deputy auditor. If a firm of auditors is elected to company’s auditor, no deputy auditor is required. The auditor and the deputy auditor are elected until further notice.
8 § Summons to the Meeting
Summons to the Annual General Meeting shall be given to all company’s shareholders by means of an announcement, which shall be published by the Board of Directors in a national Finnish newspaper at the earliest three months and at the latest one week before the date referred to in paragraph 2.2 of chapter 4 of the Finnish Companies Act. To have the right to attend an Annual General Meeting, a shareholder shall register with the company no later than on the date stated in the summons to the meeting, which date may not be earlier than ten days prior to the meeting.
9 § Annual General Meeting
The Annual General Meeting shall be held by the end of June each year on the date determined by the Board of Directors. The following matters shall be on the agenda of the meeting:
Presentation of:
1. the financial statements of the company and the group and the annual report,
2. the auditors’ report,
3. the explanation by the Board of Directors concerning any remarks made by the auditors,
2. the auditors’ report,
3. the explanation by the Board of Directors concerning any remarks made by the auditors,
Decisions on:
4. the adoption of the financial statements of the company and the group,
5. the use of the profit shown in the adopted balance sheet,
6. the discharge from responsibility of the members of the Board of Directors and the Managing Director,
7. the fees and the basis for the reimbursement of expenses to the members of the Board of Directors,
8. the number of the Board of Directors’ members,
5. the use of the profit shown in the adopted balance sheet,
6. the discharge from responsibility of the members of the Board of Directors and the Managing Director,
7. the fees and the basis for the reimbursement of expenses to the members of the Board of Directors,
8. the number of the Board of Directors’ members,
Election of:
9. the members of the Board of Directors,
10. when needed, the auditor and the deputy auditor.
10. when needed, the auditor and the deputy auditor.
10 § Financial Period
The company’s financial period is the calendar year.
11 § Book-Entry Securities System
The company’s shares are included in the book-entry securities system.
