The Articles of Association of Mint of Finland Ltd., May 8, 2013.
Section 1 Company name and registered office
The company name is Suomen Rahapaja Oy, in Swedish, Ab Myntverket i Finland; in English, Mint of Finland Ltd., in German, Finnische Münze, and its registered office is located in Vantaa, Finland.
Section 2 The company’s branch of activity
The company’s branch of activity includes producing and marketing of metal coins as well as other equivalent means of payment, bullion coins, medals, badges of honour, insignia and other similar products; processing coloured and precious metals into semi-finished and finished products; trading precious metals; providing metal analysis services; planning monetary systems, and other related activities.
Section 3 Capital
The company’s minimum capital is €1,500,000 and its maximum capital €6,000,000. The capital can be increased or decreased within these limits without modifying the company statute.
The company shares have no nominal value.
The company may have a minimum of 8,000 and a maximum of 32,000 shares.
Section 4 Board of Directors
The board of directors includes a minimum of three and a maximum of seven members. The members’ term of office ends after the first ordinary meeting after an election.
Section 5 Procuration holder
The company name is written by the board of directors, separately by the chairman of the board, the CEO, and the members of the board of directors in pairs. The board of directors may authorise a company employee to write the company name as a procuration holder along with another procuration holder or separately in cooperation with a member of the board of directors.
Section 6 Auditors
The company has one main auditor and one vice-auditor. The auditors are appointed for an indefinite period. If an audit firm is selected, no vice-auditor is chosen.
Section 7 The fiscal year
The company’s fiscal year is the calendar year.
Section 8 Notice of meetings
The notice of meeting must be demonstrably delivered in writing to shareholders within at least eight days and no more than four weeks before the meeting.
Section 9 General meeting
The general meeting is held at the company’s registered office or in Helsinki. The ordinary meeting must be held every year on a day determined by the board of directors, within six months of the end of the fiscal year.
The ordinary meeting must include the following elements:
The presentation of
1. A financial statement including a profit and loss account, a balance sheet and an annual report
2. The auditor’s report
A decision on
3. the confirmation of the profit and loss account and the balance sheet
4. measures to be taken due to the profits or losses of the confirmed balance sheet
5. the discharge granted to the board of directors and the CEO
6. the number of members in the board of directors
The selection of
7. the members of the board of directors, one of whom is elected chairman and vice-chairman
8. auditors
Section 10 The company’s right to buy back its own shares
On the grounds of a shareholder’s offer or the company’s proposal, the company may use shareholders’ surplus to buy back its own shares.
Free translation from Finnish.