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Cencorp Corporation’s Articles of Association
Article 1 Name and domicile of the Company
The name of the Company is Cencorp Oyj, in Swedish Cencorp Abp and in English Cencorp Corporation. The Company is domiciled in Mikkeli.
Article 2 Line of business of the Company
The line of business of the Company is the manufacture of equipment for electronics production and consultancy, subcontracting, import and export trade and other related activities. The Company may own and manage real estate and securities.
Article 3 Book-entry securities system
The Company’s shares are incorporated in the book-entry securities system.
Article 4 Board of Directors
The Board of Directors, which comprises at least 3 and up to 6 members, is responsible for the management and proper organization of the company's operations. The term of the Board members expires at the end of the first Annual General Meeting following their election.
The Board of Directors elects a Chair and Vice Chair from among its members. The Board constitutes a quorum when more than half of its members are present. Decisions shall be made by a simple majority of votes. In the case of a tie, the Chair shall have the casting vote.
Article 5 Chief Executive Officer
The Company shall have a Chief Executive Officer elected by the Board of Directors.
Article 6 Representation
The Chair of the Board of Directors and the Chief Executive Officer represent the Company, each alone, or two members of the Board together.
Article 7 Auditors
The Company shall have one auditor, which shall be an audit firm authorized by the Central Chamber of Commerce. The term of the auditor expires at the end of the first Annual General Meeting following his/her election.
Article 8 Invitation to the General Meeting
The invitation to the General Meeting shall be published, through a stock exchange release and on the Company’s website, at earliest three calendar months prior to the record date of the General Meeting and at latest three weeks prior to the General Meeting, however, always at least nine days prior to the record date of the General Meeting. When the Board of Directors so decides, the invitation to the meeting can also be published in a national newspaper determined by the Board of Directors.
Article 9 General Meeting
The Annual General Meeting shall be held each year on a day decided by the Board of Directors by the end of June. An Extraordinary General Meeting shall be held when deemed necessary by the Board of Directors or when legally required.
The General Meeting shall be held at the Company’s domicile or, when the Board of Directors so decides, in Helsinki.
Article 10 Right to participate in and vote at the General Meeting
In order to participate in the General Meeting, a shareholder must register with the Company no later than on the day mentioned in the invitation to the meeting, which may be at earliest ten days prior to the General Meeting. The voting method shall be determined by the chair of the meeting.
Article 11 Annual General Meeting
The Annual General Meeting shall be held each year on a day decided by the Board of Directors, by the end of June.
At the meeting, the following shall be
presented:
1. the Financial Statements and
2. the auditor’s report,
decided upon:
3. the approval and adoption of the Financial Statements,
4. the measures to be taken on the basis of the profit shown in the approved balance sheet,
5. the discharge from liability of the members of the Board of Directors and the Chief Executive Officer,
6. the number of members on the Board of Directors,
7. the remuneration payable to the members of the Board of Directors and the auditors, and
elected:
8. the members of the Board of Directors and, when necessary, deputy members
9. the auditor and, when necessary, deputy auditor.
Article 12 Deleted
Article 13 Financial period
The Company’s financial period is the calendar year.
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