Anora Group Plc’s Articles of association
1. Company name and registered office
The company’s name is Anora Group Oyj in Finnish, Anora Group Abp in Swedish, and Anora Group Plc in English.
The company’s registered office is situated in Helsinki, Finland.
2. Company’s line of business
The company’s line of business is to by itself or through the group companies engage in 1. the manufacture, import, and sale of alcoholic beverages and products with an alcohol base; 2. the manufacture, import, and sale of other drinks; 3. the manufacture, import, and sale of ethanol and products with an ethanol base; 4. the manufacture and sale of other biotechnical and cosmetic, toiletry and detergent products; 5. the manufacture and sale of agricultural food and feed component; 6. the manufacture and sale of products made of renewable resources; 7. the training related to these industries, as well as the sale of the technology and the planning and laboratory services. The Company may own and possess real estate and securities.
The shares of the Company belong to the book-entry securities system.
4. The company’s Board of Directors
The company’s Board of Directors shall comprise a minimum of three (3) and a maximum of eight (8) members. The Chairman, Vice Chairman, and other members of the Board of Directors are elected by the General Meeting, which also decides on their remuneration. The term of office of the members of the Board of Directors will expire at the end of the first Annual General Meeting following the election.
Should a Chairman or Vice Chairman of the Board of Directors resign or become otherwise unable to act as Chairman or Vice Chairman during their term of office, the Board of Directors shall have the right to elect a new Chairman or Vice Chairman from among its members for the remaining term of office.
The Board of Directors constitutes a quorum when more than half of the members of the Board of Directors are present at the meeting.
5. Chief executive officer (CEO)
The company has a CEO elected by the Board of Directors.
6. Company representation
The company is represented by the members of the Board of Directors and the CEO two together. The Board of Directors may authorise other designated persons to represent the company together with a board member or another person authorised to represent the company.
The Board of Directors may also grant rights of procuration.
7. The company’s financial year
The company’s financial year is the calendar year.
8. Company auditors
The company shall have one (1) auditor, which shall be an approved auditing firm. The auditor’s term shall cover the financial year. The term of office of the auditor shall end at the end of the first Annual General Meeting following the election.
9. Notice to the general meeting
General Meetings shall be convened by publishing a notice to the meeting on the company’s website not more than three (3) months and not less than three (3) weeks before the date of the General Meeting, however, at least nine (9) days before the record date of the General Meeting as provided by the Finnish Companies Act.
The General Meeting shall be organised in Helsinki. In addition, the Board of Directors may resolve on organising the General Meeting without a meeting venue whereby the shareholders have the right to exercise their power of decision in full in real time during the meeting using telecommunication connection and technical means.
10. Right to attend the general meeting
A shareholder wishing to attend a General Meeting 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.
11. Annual general meeting
The Annual General Meeting must be held annually within six (6) months from the end of the financial year on the date specified by the Board of Directors.
The General Meeting shall present:
financial statements, which includes parent company’s profit and loss account, balance sheet, and notes, as well as the consolidated financial statements and the Board of Directors’ report;
the auditor's report;
shall decide on:
the adoption of the financial statements;
the use of the profit shown on the balance sheet;
the discharge from liability to the members of the Board of Directors and the CEO;
the adoption of the remuneration policy, when necessary;
the adoption of the remuneration report;
the number of the members of the Board of Directors, as well as the remuneration payable to the members of the Board of Directors and the auditor and;
a Chairman and Vice Chairman of the Board of Directors and other members of the Board of Directors;
and shall deal with:
any matters notified by the shareholders in the manner provided for in Section 5 of Chapter 5 of the Finnish Limited Liability Companies Act; and
other matters listed in the meeting notice.