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Articles of Association

Updated May 14, 2020

 

Article 1 Name and registered 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 Scope of business

The company’s scope of business, as a mother company of a Group of companies, is to take care of the centrally organized functions, such as administration, steering and control, of its subsidiaries engaged in postal and message forwarding business, parcel and ecommerce business, digital services business, logistics business, freight business, in-house logistics and warehousing business, real estate operations and other associated or supporting service businesses or other businesses and operations. The company may also itself engage in businesses supporting the above operations and businesses as well as own and manage real estates and securities.

Article 3 Supervisory Board

The company has a Supervisory Board consisting of a minimum of six (6) and a maximum of twelve (12) members.

The Chairman, Vice Chairman and other members of the Supervisory Board are elected by the Annual General Meeting, which also decides on their remuneration. The term of office of a member of the Supervisory Board ends at the end of the next Annual General Meeting.

Role of the Supervisory Board is to:

  1. exercise afterwards supervision over the company’s administration for which the Board of Directors and the President and CEO are responsible; and
  2. monitor the functioning of postal services and other basic services and provide its views to the Board of Directors on significant changes related to them.

    The Supervisory Board exercises its role in the Supervisory Board meetings, held four times a year at the maximum.

Article 4 Board of Directors

The company has a Board of Directors consisting of a minimum of five (5) and a maximum of ten (10) members.

The Annual General Meeting elects members of the Board of Directors and appoints its Chair, Deputy Chair and other members and determines their remuneration. The term of office for member of the Board of Directors is one year and it ends at the close of the following Annual General Meeting.

The Board of Directors may appoint committees, whose charters shall be approved by the Board of Directors.


Article 5 President and CEO

The company has a President and CEO and, if necessary, Deputy CEO.

 

Article 6 Auditor

The Company has one auditor which shall be an Authorized Public Accountant Firm approved by the Finnish Patent and Registration Office and having a CPA as an auditor in charge.

The term of the auditor consists of a financial year.  The duties of the auditor end at the end of the next Annual General Meeting following the election.


Article 7 Representing the company

The company shall be represented by the Chairman of the Board and the CEO, each alone. The other members of the Board of Directors have the right to represent the company two jointly.

The Board of Directors may grant other company employees a right to represent the company two together, or jointly with a member of the Board of Directors or a person holding a representation right per procuram.

The Board of Directors my grant a right to represent the company per procuram two together or jointly with a member of the Board of Directors or a person authorized to represent the company.

Article 8 Financial period

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

Article 9 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 and no later than eight (8) days prior to the meeting.

Article 10 Annual General Meeting of Shareholders

The Annual General Meeting of shareholders must be held annually once a year within six (6) months from the end of the financial year on the date set by the Board of Directors. The meeting shall:

review

  1. the financial statements consisting of the income statement of the Parent Company, balance sheet with the notes, the consolidated financial statement and Board of Directors’ report,
  2. auditor’s report and any statement issued by the Board of Directors related thereto;
  3. remuneration report
  4. sustainability report


resolve on

  1. the adoption of the financial statement;
  2. any measures called for by the profit or loss shown on the adopted balance;
  3. the discharge from liability for the members of the Supervisory Board and the Board of Directors as well as the CEO or possible Deputy CEO;