Articles of Association
1 § Trade name and registered office of the company
The trade name of the company is Reaktor Group Oyj and in English Reaktor Group Plc. The company's registered office is in Helsinki.
2 § Field of business of the company
The company acts as the parent company of the group and may oversee its organization, administration, financing, IT functions, corporate planning and other financial and administrative tasks. The company may also provide services in the information technology industry, including, among other things, consulting, software development and training services and other related services. The company may also provide general management consulting services and organize events. The company may also own, purchase, sell, manage and lease properties, real estate, securities, shares, interests and rights both domestically and abroad.
3 § Board of Directors
The company has a Board of Directors comprising a minimum of three (3) and a maximum of seven (7) ordinary members and a maximum of two (2) deputy members. The term of office of a member of the Board of Directors ends at the close of the next Annual General Meeting following the election. The General Meeting elects the Chair of the Board of Directors.
4 § Chief Executive Officer
The company may have a Chief Executive Officer, who is appointed by the Board of Directors.
5 § Representation of the company
The Company is represented not only by the Board of Directors but also by the Chief Executive Officer and the Chair of the Board of Directors alone and by two members of the Board of Directors together. The Board of Directors may also grant the right of representation to a member of the Board of Directors or another person.
6 § Auditor
The company has one (1) auditor that shall be an auditing firm approved by the Finnish Patent and Registration Office. The term of office of the auditor ends at the close of the next Annual General Meeting following the election.
7 § Notice of the General Meeting
The notice of 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 General Meeting, however, 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.
To be entitled to attend the General Meeting, a shareholder must register with the company no later than on the date specified in the notice of the General Meeting, which date may not be earlier than ten (10) days prior to the General Meeting.
8 § Place of the General Meeting and method of participation
The General Meeting may be held as a remote meeting without a meeting venue so that all persons participating in the General Meeting participate in the meeting through a real-time data communications connection and technical means.
A shareholder attending a remote meeting may exercise all their rights at the remote meeting in a manner equivalent to participation at the place of the meeting.
9 § Annual General Meeting
The Annual General Meeting shall be held annually within six months of the expiration of the financial year on a date designated by the Board of Directors.
At the General Meeting the following shall be presented:
- the financial statements, including the consolidated financial statements,
- the annual report, and
- the auditor’s report.
decided
- the adoption of the financial statements and the consolidated financial statements,
- the use of the profit shown on the balance sheet,
- the discharge from liability of the members of the Board of Directors and the Chief Executive Officer,
- the remuneration of the members of the Board of Directors and of the auditor, and
- the number of members of the Board of Directors.
- elected
- the members of the Board of Directors and the Chair of the Board of Directors, and
- the auditor.
After which, any other matters possibly contained in the notice of the General Meeting shall be handled.
10 § Book-entry system
The company's shares are incorporated in the book-entry system after the registration period.
