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Articles of Association

Article 1 Name and registered office office of the company

The business name of the company is Posti Group Oyj, in Swedish Posti Group Abp and in English Posti Group Corporation.

The company’s registered office is in Helsinki.

Article 2 Field of activity

The company’s field of activity is to attend to, in the capacity of the Group’s parent company, in the centrally organised functions, such as administration, steering and control, of its subsidiaries engaging in postal and messaging operations, logistics operations, service and information logistics operations, payments traffic and credit institution operations, real estate operations and other associated or supporting business operations. The company may also itself engage in business operations supporting the above functions.

Article 3 Supervisory Board

The Supervisory Board shall have a minimum of six (6) and a maximum of twelve (12) members.

Article 4 Duties of the Supervisory Board

The Supervisory Board must:

1. supervise the company’s administration for which the Board of Directors and the President and CEO are responsible and see to it that the company’s affairs are attended to with a view to sound business principles and profitability and in compliance with law, the Articles of Association and resolutions of the General Meeting of shareholders;

2. issue instructions to the Board of Directors regarding matters that are extensive or significant in terms of principle;

3. issue its statement of opinion regarding the financial statements and auditors’ report to the AGM; and  

4. monitor the functioning of postal services and other basic services as well as deal with any proposals causing extensive changes in them.

Article 5 Board of Directors

The company has a Board of Directors consisting of a minimum of five (5) and a maximum of nine (9) members.

Article 6 Duties of the Board of Directors

The Board of Directors must:

1. look after the company’s administration and proper organisation of its operations;

2. appoint and dismiss the company’s CEO who also acts as the President and CEO of the Group, and determine the CEO’s remuneration,

3. prepare the matters to be dealt with at the GM and by the Supervisory Board and see to it that the resolutions are implemented; and

4. look after other administrative matters which according to the Limited Liability Companies Act are the Board of Directors’ responsibility and which are not reserved for the Supervisory Board of specifically trusted with the CEO within the constraints of the Limited Liability Companies Act;

5. decide on convening the GM or extraordinary GM of shareholders.

Article 7 Representing the company

The company shall be represented by the Chairman of the Board and the CEO, both severally.

The Board of Directors may grant the right to represent the company to other company employees so that they represent the company together with another person similarly authorised, or pursuant to procuration so that the holders of procuration represent the company any two together or with a person authorised to represent the company.

Article 8 Auditors

The company shall have a minimum of one (1) and a maximum of three (3) auditors. The auditor must be a Chartered Accountants or Auditing Company approved by the Finland Chamber of Commerce. The term of the Auditor shall end at the close of the next Annual General Meeting of Shareholders following the election.

Article 9 Financial period

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

Article 10 Notice of meetings

The notice of Meetings of Shareholders shall be served to the shareholders in a verifiable manner in writing no earlier than four (4) weeks prior to the meeting and no later than eight (8) days prior to the meeting.

Article 11 Annual General Meeting of Shareholders

The Annual General Meeting of shareholders must be held annually within four (4) months from the end of the financial year on the date set by the Board of Directors. The meeting shall:

be presented with

1. the financial statements consisting of an income statement, Directors’ report, consolidated income statement and consolidated balance sheet;

2. auditor’s report and any explanation by the Board of Directors due to it;

3. the Supervisory Board’s statement of opinion regarding the financial statements, consolidated financial statements and the auditor’s report;

decide

4. on the adoption of the income statement, consolidated income statement and consolidated balance sheet;

5. on any measures called for by the profit or loss shown on the adopted balance sheet and consolidated balance sheet;

6. on the discharge from liability for the members of the Supervisory Board and the Board of Directors as well as the CEO;

7. on the number and fees of the members of the Supervisory Board and the Board of Directors as well as the auditors;

elect

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

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

10. Auditors; and

deal with

11. any other issues separately laid out in the notice of meeting.