Articles of Association
Section 1 Business name and domicile
The company’s business name is Titanium Oyj and its registered office is in Helsinki.
Section 2 Line of business
The company’s line of business is to own and manage shares and interests in other entities, conduct investment activities and provide investment, mutual fund and alternative investment fund management and financing services to the Titanium Group.
Section 3 Book-entry system
The company’s shares are included in the book-entry system after the end of the registration period.
Section 4 Board of Directors
The company’s administration and the proper organisation of its operations are managed by the Board of Directors, which consists of at least three (3) ordinary members.
The term of office of the members of the Board of Directors ends at the close of the Annual General Meeting following the election. The Board of Directors elects a Chair from among its number.
Section 5 Representing the company
The company is represented not only by the Board of Directors, but also by the Chair of the Board and the CEO each alone and two members of the Board of Directors together. In addition, the Board of Directors may grant an appointed person a power of attorney or the right to represent the company.
Section 6 Notice of a general meeting of shareholders and advance registration
The notice of a general meeting of shareholders shall be delivered to the shareholders by publishing the notice on the company’s website no earlier than three (3) months and no later than three (3) weeks before the general meeting, but always no later than nine (9) days before the record date of the general meeting. In order to participate in the general meeting, a shareholder must register with the company no later than the date specified in the notice of the general meeting, which may be ten (10) days before the general meeting at the earliest.
Section 7 Annual General Meeting
The Annual General Meeting must be held annually on a date determined by the Board of Directors within six (6) months of the end of the financial year.
The meeting shall present:
1. the financial statements, which include the income statement, balance sheet and report of the Board of Directors;
2. auditor’s report;
decide on:
3. the adoption of the financial statements;
4. the use of the profit shown on the balance sheet;
5. discharging the members of the Board of Directors and the CEO from liability;
6. the number of members of the Board of Directors;
7. the remuneration of members of the Board of Directors and auditors and the grounds for reimbursement of travel expenses;
elect:
8. members of the Board of Directors;
9. the auditor and, if necessary, the deputy auditor;
review:
10. other matters mentioned in the notice of the meeting.