Articles of Association

  1. The business name of the Company is Pihlajalinna Oyj and it is domiciled in Tampere.

    The parallel name of the Company in English is Pihlajalinna Plc and in Swedish Pihlajalinna Abp.

  2. The Company's field of business is to produce, directly or through its subsidiaries and affiliates, healthcare and social services, medical services, staffing, medical examinations as well as other services related to the above mentioned such as medical or other business-related training, consulting and other examination and development work. The Company may engage in the manufacturing and importing of machines, equipment and products related to its field of business and their purchase, sale and rental business as well as engage in the development, purchase, sale, rental and licensing of ICT-related solutions relating to its field of business and provide professional services related to such solutions. The Company may own, control and trade intangible rights, shares portions, real estate, land, buildings and portions of a real estate and other securities and shares entitling to the ownership of them as well as engage in security trading.
  3. The shares in the Company are recorded in the book-entry securities system.

  4. The Company has a Board of Directors, which consists of no less than four (4) and not more than ten (10) members.

    The General Meeting shall elect the Chairman and Vice-Chairman of the Board of Directors. The term of office of a Member of the Board of Directors shall expire at the close of the first Annual General Meeting following the election. In case the Chairman and Vice-Chairman of the Board of Directors resign or become otherwise unable to act as the Chairman during their term of office, the Board of Directors may elect from among its members new Chairman of the Board of Directors for the remaining term of office.

  5. The Company may have a CEO. The Company’s Board of Directors shall appoint and dismiss the CEO.

  6. The Company is represented severally by the Chairman of the Board of Directors and the CEO, and jointly by any two (2) members of the Board of Directors, as well as jointly by any two (2) persons whom the Board of Directors has granted the right to represent the Company.

    The Board of Directors may authorise one or more persons to represent the Company per procurationem.

  7. The accounting period of the Company is a calendar year.

  8. The Company shall have one (1) Auditor that shall be a firm of authorized public accountants with an APA certified Auditor acting as the Auditor with principal responsibility.

  9. The General Annual Meeting of Shareholders shall be held annually within six (6) months of the expiration of the financial period.

    The notice of a General Meeting shall be delivered to shareholders no earlier than three (3) months and no later than three (3) weeks prior to the date of the Meeting, nonetheless no later than nine (9) days prior to the record date of the Meeting. The notice shall be delivered to shareholders by sending the notice by post to their addresses registered in the Company's register of shareholders or by publishing a notice on the website of the Company or on at least one national daily newspaper determined by the Board of Directors.

    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 meeting, which date may not be earlier than ten (10) days prior to the General Meeting.

    The Board of Directors may decide that shareholders may participate in the General Meeting in such a way that shareholders exercise their decision-making powers by the use of telecommunication connections and technical means before or during the General Meeting. The Board of Directors may also decide that the General Meeting is arranged without a meeting venue so that shareholders exercise their full decision-making powers in real time by the use of telecommunication connections and technical means during the meeting.

  10. In the Annual General Meeting the following shall be
    • submitted:
      1. the financial statements and the annual report; and
      2. the auditor's report;
    • decided upon:
      1. confirmation of the financial statements;
      2. use of the profit shown by the balance sheet;
      3. the discharge from liability of the members of the Board of Directors and the CEO;
      4. the remunerations of members of the Board of Directors and the auditor; and
      5. the number of members of the Board of Directors;
    • elected:
      1. the members of the Board of Directors; and
      2. the auditor;
    • addressed:
      1. other issues possibly indicated in the notice of the meeting.