Taaleri’s Articles of Association are approved by the General Meeting of Shareholders.
The Articles of Association can be amended only by the shareholders’ decision at a General Meeting; the most recent amendment was made at the 2023 Annual General Meeting. The current Articles of Association are valid as of 13 April 2023.
1 § Name of the company and domicile
The name of the company is Taaleri Oyj, in Swedish Taaleri Abp and in English Taaleri Plc.
The domicile of the company is Helsinki.
2 § Field of operations
The field of operations of the company is to own and manage shares, other securities and properties and to engage in securities trading and other investment activities. The company is in charge of the centrally managed tasks of the Group’s companies.
3 § Shares and book entry system
The shares of the company are included in the book entry system. Each share has one (1) vote.
4 § Board of Directors
The Board of Directors is comprised of no fewer than three (3) and no more than eight (8) members. The Chairman of the Board of Directors and Vice Chairman of the Board of Directors are elected by the general meeting. The term of office of the members of the Board of Directors ends at the close of the first annual general meeting following the election.
5 § Chief Executive Officer
The company shall have a Chief Executive Officer (CEO) and, if necessary, a Deputy Chief Executive Officer appointed by the Board of Directors.
6 § Representation
The Chairman of the Board of Directors and the CEO are authorised to represent the company (each singly). Also the members of the Board of Directors are authorised to represent the company (two jointly).
The Board of Directors may authorise other persons to represent the company singly or two jointly.
The Board of Directors shall authorise holders of procuration to represent the company.
7 § Auditor
The company shall have one (1) Auditor that shall be a firm referred to in the Auditing Act. The term of an Auditor shall end at the end of the next Annual General Meeting of Shareholders that follows the election.
8 § Accounting period
The company’s accounting period shall be one calendar year.
9 § Attending the General Meeting of Shareholders
A shareholder wishing to attend a General Meeting of Shareholders shall notify the company by the date mentioned in the notice to the meeting, which may not be more than ten (10) days before the meeting.
10 § Notice of the General Meeting of Shareholders
The notice to the general meeting of shareholders must be published on the company's website no more than three (3) months and no less than three (3) weeks prior to the meeting, but always at least nine (9) days before the record date of the general meeting. The Board of Directors can also decide to publish an invitation or a notice about the invitation in one or more newspapers within the above-mentioned deadline.
The general meeting shall be organised in Helsinki. In addition, the Board of Directors may also decide that the general meeting is organised without a meeting venue so that the shareholders exercise their power of decision during the meeting in full in real time using telecommunication connection and technical means.