Articles of association


1§ The Company's name and domicile

The Company's name is Suominen Oyj and in English Suominen Corporation. The Company's domicile is Helsinki.

2§ The Company's field of operations

The field of operations of the Company is to practise, either directly or through subsidiaries or partnership companies, industrial activity and trade related to non-woven materials, heavy webbings and narrow fabrics and packaging as well as other corresponding industrial activity and trade. The Company's field of operations is also the management and financing services of the Group. The Company may trade in securities and practise other investment activity.

3§ Book-entry system

The Company’s shares are incorporated in the book-entry system.

4§ Board of Directors

The Board of Directors shall be responsible for the management of the Company and for the proper arrangement of the Company's operations. The Board of Directors shall consist of no less than three (3) and no more than seven (7) members.

The Chair of the Board of Directors and the members of the Board of Directors are elected by the General Meeting. The Board of Directors elects from among its members the Deputy Chair of the Board of Directors. If during the term the Chair of the Board resigns or is permanently unable to perform his/her duties as the Chair of the Board, the Board of Directors may appoint a new Chair of the Board from among its members for the remaining term.

The term of the members of the Board of Directors expires at the end of the first Annual General Meeting of Shareholders following his/her election.

5§ Managing Director

The Company has a Managing Director who is elected by the Board of Directors.

6§ Auditor

The Company has one (1) auditor who shall be an entity of Certified Public Accountants approved by the Finnish Central Chamber of Commerce. The term of the auditor shall expire at the end of the first Annual General Meeting of Shareholders following the election.

7§ Right to represent the Company

The Chairman of the Board of Directors and the Managing Director, both alone, or by two members of the Board of Directors together shall have the right to represent the Company. The Board of Directors may grant to persons employed by the Company the right to represent the Company so that such persons shall have the right to represent the Company two together or each of them together with a member of the Board of Directors.

8§ Procuration

Any authorisation for signing the Company's name per procuram will be decided by the Board of Directors.

9§ Financial year

The financial year of the Company shall be the calendar year.

10 § Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders shall be held annually by the end of April on the date decided by the Board of Directors.

11 § Notice of General Meeting of Shareholders

Notice of the General Meeting of Shareholders shall be announced on Company’s website no earlier than two (2) months and no later than three (3) weeks prior to the General Meeting of Shareholders, however, at least nine (9) days prior to the record date of the General Meeting of Shareholders. In addition, the Company may, if so decided by the Board of Directors, within the same time announce the time and place of the General Meeting of Shareholders as well as the address of the Company’s website in one newspaper.

12 § Informing of participation in General Meeting of Shareholders

In order to participate in the General Meeting of Shareholders, a shareholder must inform the Company of the participation at the latest on the date mentioned in the invitation. The date may not be earlier than ten (10) days before the General Meeting of Shareholders.

13 § Matters to be addressed in the Annual General Meeting of Shareholders

The Annual General Meeting shall

receive:
1. the Financial Statements consisting of Consolidated Financial Statements and the Report of the Board of Directors;
2. the Auditors’ Report;

decide on:
3. the adoption of the Financial Statements and Consolidated Financial Statements;
4. the disposal of the profit shown on the balance sheet;
5. the discharge from liability for the members of the Board of Directors and the Managing Director;
6. the remuneration of the members of the Board of Directors and the auditor;
7. the number of members of the Board of Directors;

elect:
8. the members of the Board of Directors and the Chair of the Board of Directors and
9. the auditor.