1 § Trade name and registered office
The trade name of the company shall be Posti Group Oyj; in Swedish: Posti Group Abp and in English: Posti Group Corporation. The registered office of the company shall be Helsinki.

2 § Purpose of the company
As the parent company of the Group, the purpose of the company shall be to attend to the tasks to be managed in a centralized manner, such as Corporate Governance and internal control, of the subsidiaries of the Group carrying out postal and mail communication operations, service and information logistics operations, payment transfer and credit-institution operations, real estate business operations and other relating or supporting business operations. The company may also itself carry out business operations relating to or supporting the said operations.

3 § The Supervisory Board
The Supervisory Board shall comprise at least six (6) and at most twelve (12) members. A person who is 68 years of age or older may not be elected a member of the Supervisory Board.

4 § The duties of the Supervisory Board
The Supervisory Board shall:

  1. supervise the management of the company under the responsibility of the Board of Directors and the Managing Director and supervise that the company is managed in accordance with sound business principles and with a view to profitability as well as in compliance with the law, these Articles of Association and the decisions of the General Meeting of the Shareholders;
  2. issue instructions to the Board of Directors in issues which are extensive or important in principle;
  3. give the Ordinary General Meeting of the Shareholders a statement on the financial statements and the audit report; and
  4. monitor the functionality of the postal services and other basic services as well as handle any proposals causing extensive changes therein.

5 § Board of Directors
The company shall have a Board of Directors comprising at least five (5) and at most at nine (9) ordinary members. A person who is 68 years of age or older may not be elected a member of the Board of Directors

6 § The duties of the Board of Directors
The Board of Directors shall:

  1. be responsible of the management and the proper arrangement of the operations of the company;
  2. hire and dismiss the Managing Director of the company who shall simultaneously act as President and CEO of the Group as well as to decide on his salary,
  3. prepare the issues to be handled at the General Meeting of the Shareholders and by the Supervisory Board and to attend to the enforcement of the decisions;
  4. attend to the other administrative duties belonging to the Board of Directors under the Companies Act which have not, within the limits set in the Companies Act, been retained to the Supervisory Board or expressly delegated to the Managing Director; and
  5. decide on the convocation of an Ordinary General Meeting of the Shareholders and an Extraordinary General Meeting of the Shareholders.

7 § Signing the company name
The Chairman and the Managing Director shall represent the company each on his own.

The Board of Directors may authorize a person employed by the company to represent the company so that the authorized persons represent the company two together or per procuram so that those authorized to sign the company name per procuram represent the company two together or with a person authorized to represent the company.

8 § Auditors
The company shall have at least one (1) and at most three (3) auditors. The auditor shall be an auditor or an audit organization authorized by the Central Chamber of Commerce. The term of the auditor shall end at the close of the next Ordinary General Meeting of the Shareholders following election.

9 § Financial period
The financial period of the company shall be the calendar year.

10 § Notice to convene
A notice to convene the General Meeting of the Shareholders shall be delivered to the shareholders in writing in a verifiable manner no earlier than four (4) and no later than eight (8) days prior to the meeting.

11 § Ordinary General Meeting of the Shareholders
The Ordinary General Meeting of the Shareholders shall be held annually within four (4) months from the end of the financial period on a date decided by the Board of Directors. The meeting shall:

Be presented with:

  1. the Financial Statement consisting of the Income Statement, the Balance Sheet and the Annual Report as well as the Consolidate Income Statement and Balance Sheet;
  2. the Audit Report as well as a possible report issued thereon by the Board of Directors;
  3. a statement of the Supervisory Board on the financial statement, the consolidated financial statement and the audit report;

Decide on:

4. the adoption of the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and Balance Sheet;

5. the measures called for by the profit or loss shown on the adopted Balance Sheet or Consolidated Balance Sheet;

6. the discharge from liability to the members of the Supervisory Board and the Board of Directors as well as the Managing Director;

7. the number of the members of the Supervisory Board and the Board of Directors as well as of the auditors and their remunerations;

Elect:

8. the Chairman, Vice Chairman and members of the Supervisory Board;

9. the Chairman, Vice Chairman and members of the Board of Directors; as well as

10. the auditors; and

Handle

11. the other matters mentioned separately in the notice to convene.