I BUSINESS NAME, REGISTERED OFFICE AND BUSINESS OF THE COMPANY
Article 1
The business name of the company is Fingrid Oyj and its registered office is in Helsinki.
Article 2
The company's business comprises the sales of high-voltage power transmission services and taking care of the system operation prescribed in the Electricity Market Act either itself or through a fully-owned subsidiary. For these purposes, the company can engineer, build, own, manage, operate and maintain high-voltage power transmission equipment and rent complementary transmission and transforming rights. The company may conduct electricity trading which is directly related to high-voltage power transmission and necessary for the technical implementation of this transmission. In addition to high-voltage power transmission equipment, the company may acquire, own, rent and manage real estates and shares of real estate companies and housing corporations, other shares and interests, buildings, constructions and equipment as required by the business of the company.
II SHARE CAPITAL AND SHARES
Article 3
The minimum share capital of the company is fifty-five million nine hundred thousand euros (EUR 55,900,000) and the maximum share capital is two hundred and twenty-three million six hundred thousand euros (EUR 223,600,000), within which limits the share capital may be increased or lowered without amending the Articles of Association.
The shares of the company are divided into series A shares and series B shares. Shares in the different series have different rights as stipulated in these Articles of Association.
The minimum number of series A shares is two thousand and seventy-eight (2,078) and their maximum number is eight thousand three hundred and twelve (8,312). The minimum number of series B shares is one thousand two hundred and forty-seven (1,247) and their maximum number is four thousand nine hundred and eighty-eight (4,988), however, so that the maximum total number of series A shares and series B shares is thirteen thousand three hundred (13,300).
In a shareholders' meeting, a shareholder may vote with a maximum of forty-nine point nine per cent (49.9 %) of the total votes represented in the meeting. A shareholder's number of votes also includes the shares held by an organisation, institution or foundation governed by that shareholder.
Article 4
A share has no nominal value.
Article 5
Series A share confers three (3) votes each in a shareholders' meeting and series B share confers one (1) vote each. When electing members of the Board of Directors, series A share confers ten (10) votes each in a shareholders' meeting and series B share confers one (1) vote each.
Series B shares have the right before series A shares to obtain an annual dividend specified below from the funds available for profit distribution. After this, a corresponding dividend is distributed to series A shares. If the annual dividend cannot be distributed to the shares in some year, the shares give a right to obtain the undistributed amount from the funds available for profit distribution in subsequent years; however, so that series B shares have the right before series A shares to obtain the annual dividend and the undistributed amount.
The shareholders' meeting decides on the annual dividend for series B shares on the following grounds:
The amount of the annual dividend is calculated on the basis of calendar years so that the subscription price of a share, added by amounts paid in conjunction with potential increases in share capital and reduced by amounts paid in conjunction with potential refund of shareholders’ equity, is multiplied by the dividend percentage specified below. The dividend percentage is defined on the basis of the yield of the 30-year German Government Bond. When the bond yield is within the range from 4 to 6 per cent, 2 percentage points are added to the yield. When the bond yield is within the range from 6 to 7 per cent, the addition decreases linearly from 2 percentage points to 1 percentage point. When the bond yield is higher than 7 per cent, the addition is 1 percentage point. The minimum dividend is 6 per cent. For the purposes of determining the annual dividend, the yield of the 30-year German Government Bond used is the respective closing bid quotation published on Reuter’s page DE30YT=RR on the third Monday in January.
If the company increases its share capital by issuing new shares, the terms applied to the increase in share capital must specify what is the proportion of the dividend to be paid for the current accounting period that the new shares are potentially entitled to.
If there is no 30-year German Government Bond or if it is otherwise no longer possible to calculate the dividend percentage in the above manner, the dividend percentage is specified on the basis of the closest equivalent publicly quoted bond following the principles stated above.
The annual dividend is paid to the bank account specified by a shareholder on the third banking day following the shareholders’ meeting.
Series B shares have no right to receive any other dividend than specified earlier in this article.
III MANAGEMENT OF COMPANY
Article 6
The administration of the company and the appropriate arrangement of corporate operations are the responsibility of a Board of Directors elected by the shareholders' meeting. The Board of Directors consists of five (5) members. A personal deputy member is appointed for each member of the Board of Directors.
A Board member's period of office expires at the closing of the next annual shareholders' meeting following his election. A person who is 68 years of age or older cannot be elected on the Board.
The shareholders' meeting elects one Board member to serve as the Chairman of the Board, one member to serve as the Vice Chairman of the Board. The Board of Directors is summoned by the Chairman or the Vice Chairman.
All five (5) Board members and deputy members are elected separately in a single election where each shareholder is entitled to use his votes between the candidates at his discretion and where the candidates with the most votes are elected.
Article 7
The company has a President elected by the Board of Directors. The President shall attend to the administrative routines of the company as instructed and ordered by the Board of Directors. The company may have a deputy of the President elected by the Board of Directors.
Article 8
The Board of Directors of the company appoints a consulting Advisory Committee which serves as a link between the Board and the management of the company on one hand and the consumers of electricity and other stakeholders on the other hand. The Advisory Committee consists of a minimum of ten (10) and a maximum of fourteen (14) members, who represent electricity producers, transmitters, sellers and users. The members of the Advisory Committee are summoned by the Board of Directors, and they have a period of office of three (3) calendar years so that one third of the members resign annually, first according to drawing lots and then in turn. In order to achieve even division, the period of office of new members can be determined upon their appointment to be one, two or three calendar years.
The work of the Advisory Committee is governed by its rules, which are confirmed by the Board of Directors.
A Board member and a deputy member representing a prevented Board member as well as the President and the deputy of the President have a right to be present in the meetings of the Advisory Committee.
IV AUTHORITY TO SIGN FOR THE COMPANY AND FULL COMMERCIAL POWER OF REPRESENTATION
Article 9
The President on his own and two Board members together are authorised to sign for the company.
The Board of Directors can give authority to sign for the company to persons employed by the company so that two such persons together can sign for the company or each of them separately can sign for the company with a Board member.
Article 10
The Board of Directors decides on granting full commercial power of representation. Full commercial power of representation can only be granted so that two holders of full commercial power of representation together can sign for the company, or each of them can sign for the company separately with a Board member or with a person to whom the Board of Directors has given authority to sign for the company.
V SHAREHOLDERS' MEETING
Article 11
Summons to shareholders' meetings and other notifications shall be sent to the shareholders at the earliest four (4) weeks and at the latest two (2) weeks before the meeting by mailing the summons as registered letter to each shareholder to the address entered in the share register of the company.
Article 12
The annual shareholders' meeting shall be held annually on a date determined by the Board of Directors before the end of June. At the annual shareholders' meeting, the following are:
presented:
1. the financial statements, comprising the income statement, balance sheet and report on operations;
2. the auditor's report;
decided:
3. adoption of the income statement and balance sheet;
4. measures called for by the profit or loss reported in the balance sheet adopted;
5. granting discharge from liability to the members of the Board of Directors and to the President and the deputy of the President;
6. the fees to be paid to the members and deputy members of the Board of Directors and to the auditor;
elected:
7. the members and deputy members of the Board of Directors, each in a different election, and the Chairman and Deputy Chairman among them;
8. the auditor;
handled:
9. any other matters specifically stated in the summons to the meeting.
VI FINANCIAL STATEMENTS AND AUDITORS
Article 13
The accounting period of the company is the calendar year. The first accounting period of the company ends on 31 December 1997.
Article 14
The company has one auditor, which shall be an auditing organisation approved by the Central Chamber of Commerce. The auditor's period of office expires at the closing of the next annual shareholders' meeting following his election.
VII REDEMPTION OF SHARES
Article 15
If a series A share of the company is transferred to a new owner through any type of acquisition, including merger and division, irrespective of whether the new owner is a former owner of series A shares, the transferor and transferee shall notify the Board of Directors of this immediately, and the owners of series A shares have a right to redeem the share under the following terms and conditions:
1) The Board of Directors of the company shall inform the owners of series A shares of the transfer of the share to a new owner within two (2) weeks from the date of the notification made by the transferor and transferee. This information shall be given as registered letter to each shareholder to the address entered in the share register of the company.
2) The information given by the Board of Directors shall include the names of the transferor and transferee, the transfer date, the date on which the notification concerning the transfer of shares was made to the Board of Directors, any other transfer terms which may have bearing when considering redemption as well as the number of shares transferred.
3) Owners of series A shares shall present their demand for redemption to the Board of Directors of the company within one (1) month from the date on which the Board of Directors sent the notification to the shareholders. Should several owners of series A shares present their demand for redemption within the above period of time, the redeemable shares shall be divided between the said shareholders on a ratio based on the number of series A shares already owned by them respectively, and if this does not give an even division, by drawing lots.
If the transferee is a former owner of series A shares, he is entitled, if another former owner of series A shares has presented a demand for redemption, upon demand to obtain, irrespective of the demand for redemption, redeemable shares in proportion to the number of series A shares already owned by him as specified in the above paragraph.
4) The redemption price is the price agreed upon between the transferee and the transferor, or if the acquisition is gratuitous, the present value of the share.
5) The redemption price shall be paid to the Board of Directors of the company within one (1) month from the end of the redemption period.
6) Any disputes concerning the redemption right and the amount of the redemption price shall be resolved through arbitration as stipulated in the Finnish act on arbitration proceedings.
This clause or reference to it shall be included in the share certificates, share register and potential temporary certificates and coupon sheets of shares. This redemption clause does not apply to series B shares.