Articles of Association

Article 1 The company’s name is Wetteri Oyj in Finnish, Wetteri Abp in Swedish and Wetteri Plc in English. The company’s registered office is Oulu, Finland. 

Article 2 The company’s business comprises the financing activities of its group and associated companies by owning and managing leasing and hire-purchase contracts related to their business activities or through other means, and the provision of the aforementioned companies’ administrative, financial and IT services and related services, and car sales and related service work and spare parts services. In addition, the company may own and lease information technology equipment and software, own and manage properties, buildings and shares entitling to the occupation of homes, build and develop buildings, lease them and trade in them. The company may operate as a developer, own securities and trade in them. Furthermore, the company’s business comprises the provision, manufacture, importation, sale, recycling, leasing and broking of services, tools and equipment related to communications, marketing, publishing, research, product development, new media, telecommunications, data communications and technology as well as business-related services, such as information, training, advertising, marketing and consultation.

Article 3 The company’s shares belong in a book-entry system.

Article 4 The company has a Board of Directors, which comprises at least three (3) and no more than nine (9) ordinary members. The term of office of Board members ends at the conclusion of the Ordinary General Meeting following the election. The Board of Directors elects the Chair among its members.

Article 5 The Company has a CEO elected by the Board of Directors. The CEO shall take care of the administrative routines of the company as instructed and ordered by the Board of Directors.

Article 6 The company shall be represented alone by the CEO and the Chair of the Board of Directors. The Board of Directors may authorise other named persons to represent the company alone.

Article 7 The company has one (1) ordinary auditor and one (1) substitute auditor who must be auditors verified by the Finland Chamber of Commerce. No substitute auditor is selected if the auditor is an audit firm verified by the Finland Chamber of Commerce. The term of office of an auditor is the financial period ongoing when they are appointed. The auditor’s duties end at the closing of the Ordinary General Meeting nearest to the end of their term of office.

Article 8 Notice of meeting

The notice of General Meeting is published on the company website no earlier than two (2) months before the final registration date given in the notice and no later than three (3) weeks before the General Meeting. The Board of Directors may also, at its discretion, post the notice in one or more national papers or send the notice by registered mail or in another verifiable format to an address recorded in the register of shareholders’ shares.

Pre-registration

In order to participate in the General Meeting, a shareholder must register as a participant by the deadline given in the notice of meeting. The registration period may end no earlier than ten (10) days before the General Meeting.

Article 9 The Ordinary General Meeting shall be held annually in Oulu, Helsinki, Espoo or Vantaa on a date determined by the Board of Directors within six (6) months of the end of the financial period. To be presented at the General Meeting:

  1. financial statements, comprising an income statement, a balance sheet and an annual report
  2. an auditor’s report, to be decided:
  3. adoption of the income statement and the balance sheet,
  4. using of the profit reported in the balance sheet,
  5. discharging the members of the Board of Directors and the CEO from liability,
  6. the remuneration to be paid to the members of the Board of Directors and the grounds for the reimbursement of travelling expenses,
  7. the number of members of the Board of Directors, to be elected:
  8. the members of the Board of Directors,
  9. one auditor and, if necessary, their substitute.

Article 10 The financial period of the company begins on 1 January and ends 31 December.