1 §
The Company’s business name is Consti Plc. The Company is domiciled in Helsinki.
2 §
The Company's line of business is new build and renovation activities and offering of services affiliated with it as well as maintenance, cleaning and property manager services for properties and buildings, owning and managing properties, buildings, shares and other securities, offering of administration and management consulting services as well as business related to the aforesaid.
3 §
The Company's Board of Directors consists of three to nine (3 – 9) regular Members.
The Members of the Board of Directors are elected by the General Meeting of Shareholders. The term of the Members of the Board of Directors ends at the end of the first Annual General Meeting of Shareholders following the election. The Board of Directors elects a Chairman and a Vice Chairman from among its Members for a term at a time.
The Board of Directors affirms the rules of procedure for itself.
4 §
The Company shall have a Chief Executive Officer elected by the Board of Directors. The Company’s Board of Directors decides on appointment and dismissal of the Chief Executive Officer.
5 §
The Company is represented by the Chairman of the Board of Directors and the Chief Executive Officer, each alone, as well as two Members of the Board of Directors together, or a Member of the Board of Directors with another person authorised by the Board of Directors. The Board of Directors may authorise other named persons to represent the Company, two together, or each together with a Member of the Board of Directors. The Board of Directors decides upon giving procuration.
6 §
The notice to a General Meeting of Shareholders must be delivered to the shareholders in writing to the addresses recorded in the shareholders’ register or by publishing the notice on the Company’s webpage not earlier than three months and not later than 21 days prior to the meeting, however, always at least nine (9) days prior to the record date for the General Meeting of Shareholders as referred to in the Companies Act.
In order to be allowed to speak and vote at the General Meeting, a shareholder must register at the Company as indicated in the notice of the meeting. The period of registration shall not expire earlier than ten (10) days before the meeting.
The Board of Directors may decide that a General Meeting of Shareholders is arranged without a meeting venue so that the shareholders exercise their full decision-making powers in real time during the meeting by use of telecommunication connections and technical means (remote meeting).
7 §
At the Regular General Meeting shall be:
Presented:
1.financial statements, including the profit and loss account, the balance sheet, the statement of cash flows, notes to the financial statements, and the consolidated financial statements;
2. annual report and auditing report;
Decided:
3. adoption of the income statement and the balance sheet which also includes adoption of the consolidated financial statements;
4. use of profits shown by the balance sheet;
5. discharging the Members of the Board of Directors and any CEO from liability;
6. remuneration of the Members of the Board of Directors and the auditors;
7. number of the Members of Board of Directors.
Elected:
8. the Members of the Board of Directors;
9. the Company’s auditor.
After which, other possibly named matters in the notice shall be handled.
8 §
The General Meeting of Shareholders of the Company elects one auditor to audit the management and the accounts of the Company. The auditor must be an audit firm approved by the Central Chamber of Commerce. The term of the auditor ends at the end of the first Annual General Meeting of Shareholders following the election.
9 §
After the registration time, which is decided by the Board of the Directors of the Company, the Company’s shares belong to the book-entry system.