1 § Name and domicile of the company
The business name of the company is Savox Communications Oyj. The company’s parallel business name is in Swedish Savox Communications Abp and in English Savox Communications Plc. The company’s domicile is Espoo.
2 § Line of business
The company’s line of business is the design, development, manufacturing, import, installation and sale of technical equipment in the communications and occupational safety sectors, as well as the operation of agencies and the provision of services and consulting in the said sectors.
3 § Board of Directors
The company has a Board of Directors consisting of three (3) to nine (9) ordinary members. The term of office of the members of the Board of Directors ends at the close of the next Annual General Meeting following their election.
4 § Chief Executive Officer
The company may have a Chief Executive Officer elected by the Board of Directors. The Chief Executive Officer shall manage the day-to-day administration of the company in accordance with the instructions given by the Board of Directors.
5 § Right to represent the company
In addition to the Board of Directors, the company shall be represented by the Chairman of the Board of Directors and the Chief Executive Officer each alone, and by two members of the Board of Directors jointly. The Board of Directors shall decide on the granting of representation rights and procuration.
6 § Auditor
The company shall have one auditor who shall be an auditing firm in accordance with the Auditing Act, and whose principal auditor shall be an Authorised Public Accountant.
The auditor’s term of office shall end at the close of the next Annual General Meeting following the election.
7 § Notice of the General Meeting, registration for the General Meeting and the venue of the General Meeting
The notice of the General Meeting shall be delivered no earlier than three (3) months and no later than three (3) weeks before the General Meeting, however at least nine (9) days before the record date for the General Meeting. The notice shall be delivered by publishing it on the company’s website.
To participate in a General Meeting, a shareholder must register with the company at the latest by the date and time specified in the notice, which shall not be earlier than ten (10) days before the General Meeting.
The General Meetings shall be held in Espoo or Helsinki. However, the Board of Directors may decide that the General Meeting will be held without a meeting venue so that shareholders fully exercise their decision-making power during the meeting in real time using telecommunication connections and technical means.
8 § Annual General Meeting
The Annual General Meeting shall be held annually within six (6) months of the close of the financial period on a date determined by the Board of Directors.
At the Annual General Meeting the following shall be:
presented:
1. the financial statements, comprising the income statement, the balance sheet and the annual report; and
2. the auditor’s report;
decided:
3. the adoption of the financial statements;
4. the measures called for by the profit or loss shown on the adopted balance sheet;
5. the discharge from liability of the members of the Board of Directors and the Chief Executive Officer;
6. if necessary, approval of the Remuneration Policy;
7. approval of the Remuneration Report;
8. the remuneration to be paid to the members of the Board of Directors and the auditor; and
9. the number of members of the Board of Directors;
elected:
10. the members of the Board of Directors; and
11. the auditor; and
handled:
12. any other matters included in the notice of the General Meeting.
9 § Book-entry system
The shares of the company are recorded in the book-entry system.