Summa Defence, etusivu

Articles of association

1 § Registered name and domicile

The registered name of the company is Summa Defence Oyj, in Swedish Summa Defence Abp and in English Summa Defence Plc. The domicile of the company is Raasepori.

2 § Line of business

The company’s line of business is to engage in the production that serves the maintenance of the defence equipment industry and other defence readiness, as well as related or applicable business activities, including business related to dual-use products. The Company may also engage in business related to maritime logistics, shipyard operations, and shipbuilding, as well as solar and other renewable energy. The company may have investment activities. The company can operate directly or through its subsidiaries or associated companies.

3 § Shares and book-entry system

Company’s shares belong to the book-entry securities system.

4 § Board of Directors and the Managing Director

The company shall have the Board of Directors, which comprises no fewer than three (3) and no more than seven (7) members. The term of the board members ends at the latest upon the conclusion of the first Annual General Meeting following their election. 

The company shall have a Managing Director. The Managing Director is nominated by the Board of Directors.

5 § Representation of the company

The company shall be represented by the Board of Directors but also the chairperson of the Board of Directors and the Managing Director alone and two members of the Board of Directors acting jointly. The Board of Directors may grant procuration or representation right to a nominated person.

6 § Auditors

The company must have an auditor who is an audit firm approved by the Finnish Patent and Registration Office. The auditor’s term of office ends at the end of the first annual general meeting following the election.

7 § Summons, registration period and venue of general meeting of shareholders

The notice to convene a general meeting of shareholders must be delivered to the shareholders by publishing the notice on the website of the company or otherwise in a verifiable manner no earlier than three (3) months and no later than three (3) weeks prior to the general meeting of shareholders, however, in any case, at least nine (9) days prior to the record date of the general meeting of shareholders pursuant to the Finnish Companies Act.

Where the Board of Directors so decides, a shareholder must register with the company in order to participate in the general meeting of shareholders. In such case, shareholders must register no later than on the date referred to in the notice convening the meeting, which date may be at the earliest ten (10) days prior to the general meeting of shareholders.

The Board of Directors may decide that participation in the General Meeting is also permitted such that a shareholder exercises their decision-making power using a remote connection and technical means before or during the General Meeting. The Board of Directors may also decide to arrange a General Meeting without a physical venue such that the Shareholders exercise their full decision-making powers in real time using a remote connection and technical means during the Meeting.

Besides the company’s domicile, general meetings may be held in the City of Helsinki, Finland or the City of Stockholm, Sweden.

8 § Annual general meeting of shareholders

The annual general meeting of shareholders shall be held each year within six (6) months from the end of the financial period of the company on a date resolved by the Board of Directors.

The meeting shall:

be presented with:

  1. the financial statements, which include the income statement and balance sheet
  2. the annual report
  3. the auditor’s report

resolve upon:

  1. the adoption of the financial statements;
  2. the use of profits shown on the balance sheet;
  3. the discharge of members of the Board of Directors and the Managing Director from liability;
  4. the remuneration of the members of the Board of Directors and the auditor;
  5. the number of the members of Board of Directors;

elect:

  1. the members of the Board of Directors, and
  2. the audit firm whose key audit partner shall be a KHT auditor
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