Articles of association for Aktia plc

(Unofficial translation of the Swedish original)

Article 1  Business name and domicile
The business name of the company is Aktia Abp in Swedish, Aktia Oyj in Finnish and Aktia p.l.c. in English.

The domicile of the company is Helsinki.

Article 2  Field of operations and types of activities
The company's field of operations is to own shares in companies engaged in banking, insurance or other business operations in connection with these, to offer administrative, support and other services, as well as to own, hold, sell and buy securities and real estate.

Article 3 Shares
The company’s shares are divided into two series, series R and series A.

At the Annual General Meeting, each share in series R entitles to twenty (20) votes, and each share in series A to one (1) vote.

During the month of December each year, owners of series R shares have the right to put forward an unconditional demand that R-shares owned by him be converted into A-shares in the ratio 1:1. Board of Directors may separately decide on different times for demands concerning converting of shares. A demand for converting shares shall be presented to the Board of Directors in writing. In this demand the shareholder shall specify which shares he wishes to be converted as well as which book-entry account the book-entry securities corresponding to the shares are registered in. Should the demand for converting shares be presented to the Board of Directors after the Summons to the Annual General Meeting has been sent out, the demand shall be considered presented the day after the Annual General Meeting or the day after a possible record date thereafter. When the time for putting forward demands for conversion has ended, the conversion is reported for registration without delay. The Board of Directors may ask the administrator of the book-entry account to make a note of limitations for transfers on said book-entry account for the duration of the conversion period. If required, the Board of Directors decides on further instructions concerning the conversion.

The company's shares form part of the book-entry securities system.

Article 4 Annual General Meeting of Shareholders
Ordinary Annual General Meetings are held annually before the end of May on a date set by the Board of Directors.

At the Annual General Meeting of Shareholders, the following shall be:
presented

  1. the Financial Statements including income statement, balance sheet and notes to these;
  2. the Consolidated Financial Statements including consolidated income statement, consolidated balance sheet and notes to these;
  3. the Report by the Board of Directors;
  4. the Auditor's Report;
  5. the Statement by the Board of Supervisors’ on the Financial Statements and the Auditor's Report
    decided on
  6. adoption of the Financial Statements;
  7. adoption of the Consolidated Financial Statements;
  8. action due to profit or loss as per the adopted balance sheet;
  9. the date of any dividend payment;
  10. discharge from liability for the members of the Board of Supervisors and the Board of Directors, the Managing Director and his alternate;
  11. fees for the members of the Board of Supervisors;
  12. the auditors’ fees;
    established
  13. the number of members of the Board of Supervisors
  14. the number of auditors
    elected
  15. members of the Board of Supervisors;
  16. auditors and, if necessary, alternate auditors
    attended to
  17. other issues mentioned in the summons to the meeting which will be presented for consideration at the meeting.

Article 5 Participation in the Annual General Meeting of Shareholders
In order to be able to participate in an Annual General Meeting, a shareholder must inform the company by the specific date stated in the summons. This date may be a maximum of ten days prior to the Annual General Meeting.

Article 6 Summons to an Annual General Meeting of Shareholders
Summons to an Annual General Meeting is communicated to shareholders through announcement in one or more of the daily papers specified by the Board of Directors with general circulation in Finland. The summons must include details of matters to be discussed at the meeting.

Article 7 Opening the Annual General Meeting of Shareholders
The Annual General Meeting is opened by the Chairman of the Board of Supervisors or, if he is prevented from doing so, by the Deputy Chairman. If both of these are prevented from opening the meeting, another member of the Board of Supervisors will perform this task.

Article 8 Management of the company
Management of the company is handled by the Board of Supervisors, the Board of Directors and the Managing Director.

Article 9 The Board of Supervisors
The number of members of the Board of Supervisors is determined by the Annual General Meeting. The number of members can vary from a minimum of seven (7) up to a maximum of thirty-six (36).

The term of office of a member of the Board of Supervisors begins once the Annual General Meeting that conducted the election has been closed and continues until the third ordinary Annual General Meeting to be held after the election has concluded, unless it has been decided that the term of office will be shorter in order to keep the number of members of the Board of Supervisors who are due to retire during the year to one third, or if the term of office must be different for some other reason.

No person who has reached the age of 67 before the beginning of the term of office can be elected to serve on the Board of Supervisors.

At its first meeting after election, the Board of Supervisors will appoint a Chairman and one or more Deputy Chairmen to serve for one year at a time from among its members. Until a Chairman has been elected, the Board will be chaired by the most senior (in terms of age) present member of the Board of Supervisors. In the absence of the Chairman, what is stipulated in these Articles of Association or elsewhere with regard to the Chairman of the Board of Supervisors applies to the Deputy Chairman.

Meetings of the Board of Supervisors are summoned by the Chairman.

Meetings of the Board of Supervisors are quorate when more than half of the members are present.

The Chairman and the Deputy Chairman of the Board of Supervisors form a Presiding Committee preparing matters to be handled by the Board of Supervisors.

The Board of Supervisors may also give the Presiding Committee other tasks, and from among its members set up Committees to handle specially stated matters.

Members of the Board of Directors and the company’s Managing Director are entitled to attend and address meetings of the Board of Supervisors should the Board of Supervisor not decide otherwise.

Article 10 The duties of the Board of Supervisors
The Board of Supervisors shall be responsible for:

  • monitoring the Board of Directors and the Managing Director’s management of the company;
  • issuing a statement at the ordinary Annual General Meeting with reference to the Financial Statements and the Auditor's Report;
  • determining the number of members on the Board of Directors;
  • appointing and discharging the Board’s Chairman, Deputy Chairman and other members, and
  • determining fees for those performing the assignments mentioned in the previous point; and also
  • decide on matters that are related to the significant restriction or expansion of activities;
  • The Board of Supervisors may issue instructions to the Board of Directors in matters that are of special importance or fundamentally vital.

Article 11 Board of Directors
The number of Board members is at least five (5) and not more than twelve (12).

The term of office for a Board Member is one calendar year. No person who has reached the age of 67 before the beginning of the term can be elected to serve on the Board.

Meetings of the Board of Directors are quorate when more than half of the members, including the Chairman or Deputy Chairman, are present.

No member of the Board of Directors may be a member of the Board of Supervisors.

In the absence of the Chairman of the board, that which is stipulated in these articles of association or elsewhere with regard to the Chairman applies to the Deputy Chairman.

Article 12 The duties of the Board of Directors
The Board of Directors represents the company and manages the company’s activities in accordance with legislation, these Articles of Association and instructions issued by the Board of Supervisors in matters that are of special importance or fundamentally vital. The Board of Directors elects the Managing Director.

Article 13 Managing Director
The Managing Director shall see to the company's day-to-day management in accordance with the instructions issued by the Board of Directors and the Board of Supervisors.

Article 14 Representing the company
The following parties can represent the company: two members of the Board of Directors together or one member together with an employee authorised by the Board of Directors or two employees of the bank authorised by said Board together.

Article 15 Financial year
The company’s financial year consists of one calendar year.

Article 16 Audit
For the company at least one and no more than two Auditors shall be elected. The Annual General Meeting can also elect Personal Alternate Auditors. If only one Auditor is elected and he/she is not a member of an association of auditors authorised by the Central Chamber of Commerce, an alternate Auditor must also be elected.

The term of office for Auditors is the financial year that is in progress when the election is conducted and their assignment ceases when the Annual General Meeting that follows the end of the audited financial year is closed.