Articles of Association
Article 1
The name of the company is Vaisala Oyj, in English
Vaisala Corporation, and its domicile is Vantaa.
Article 2
The
company's object is the development, manufacturing and
marketing of technical instruments and the sale of related services. The
company may also lease technical instruments and facilities. The company
provides financial support for scientific research. In order to carry out its
activities the company may own and control fixed assets and shares without
engaging in the trading thereof.
Article 3
The
company's minimum capital shall be seven million two hundred thousand
(7,200,000) euros and its maximum capital twenty-eight million eight hundred
thousand (28,800,000) euros, within which limits share capital may be increased
or decreased without amending the Articles of Association.
Shares shall be divided into K shares and A
shares. A maximum of 68,490,107 shares shall be K shares and a maximum of
68,490,107 shares shall be A shares, with the
provision that the total number of shares shall be at least 17,122,505 and not
more than 68,490,107.
K and A shares shall differ in that each K share shall convey the right
to twenty (20) votes at a General Meeting of Shareholders and each A share
shall convey the right to one (1) vote. Shares shall convey equal rights to
dividends.
A K share may be converted into an A share at the demand of the
shareholder or in the case of shares registered under a nominee the custodian
indicated in the book-entry account.
A conversion demand must be made in writing to the Board of Directors.
The demand must indicate the number of shares to be converted and the
book-entry account in which the shares are registered. The company may ask for
a transfer limitation to be entered in the shareholder's book-entry account
during the conversion process.
A conversion demand may be presented at any time, but not after the
Board of Directors has decided to call a General Meeting of Shareholders. A
conversion demand made between such a decision and the subsequent
General Meeting of Shareholders shall be regarded as having arrived and shall
be handled after the General Meeting of Shareholders and any subsequent record
date.
The Board of Directors shall without delay reach a decision on a
presented conversion demand. The Board of Directors shall without delay notify
the Trade Register of its decision for registration. The Board of Directors
shall if necessary issue more detailed instructions concerning conversion.
Article 4
The
company's shares shall belong to the book entry system
of securities.
Article 5
The right to receive distributions from the company and
the right to subscribe for new shares upon an increase of share capital shall
belong only:
1) to a person who on the record date is
registered as a shareholder in the register of shareholders;
2) to a person whose right to obtain performance has on the record date
been registered in the securities account of the registered shareholder and
which also has been entered in the register of shareholders; or
3) in the case of shares registered under a
nominee, to a person on whose securities account the share has been registered
on the record date and whose custodian has on the record date been entered in
the register of shareholders as the custodian.
Article 6
The administration and proper running of the company
shall be in the hands of the Board of Directors, which shall include three to
six (3-6) regular members.
The term of a member of the Board of Directors shall expire at the end
of the third Annual General Meeting of Shareholders following his election.
One-third of the members of the Board, or the number closest to this, shall
resign annually.
In the event that the entire Board of Directors is elected at the same
time, the above-mentioned number of members, determined by lot, shall resign in
the first two years.
Article 7
A
Board meeting shall constitute a quorum when over half of the members are
present. Board decisions shall be made by majority vote. In case of a drawn
vote, the Chairman shall have the deciding vote.
Article 8
The
company shall have a Managing Director, appointed by
the Board of Directors, who shall attend to the day-to-day administration of
the company according to the instructions and orders issued by the Board of
Directors.
Article 9
The
Chairman of the Board of Directors and the Managing Director shall be entitled
to sign for the company individually.
The Board of Directors may also authorize other persons to sign for the
company per procurationem or otherwise.
Article 10
The company shall have two (2) regular auditors and one
(1) deputy auditor. One of the auditors and the deputy auditor must be
authorized public accountants or auditing corporations.
If an authorized auditing corporation is chosen to perform the auditing,
a deputy auditor shall not be elected.
Each auditor's term of office shall comprise the on-going financial
period and shall expire at the end of the first Annual General Meeting of
Shareholders following his election.
Article 11
The
company's financial period shall be the calendar year.
Article 12
Notice
of a General Meeting of Shareholders must be given to shareholders no earlier
than two (2) months and no later than three (3) weeks before the meeting
through an announcement in a nationwide daily newspaper published in Helsinki
or alternatively within the same period of time by other means certifiably in
writing.
In order to participate in the General Meeting of Shareholders, a
shareholder must register with the company by the date determined by the Board
of Directors and specified in the meeting notice, which may be no earlier than
ten days prior to the meeting.
Article 13
The
Annual General Meeting of Shareholders shall be held by the end of June on a
date determined by the Board of Directors and at a place in Vantaa or Helsinki
determined by the Board of Directors.
The Annual General Meeting of Shareholders
shall review
1. the annual accounts,
2. the Auditors' Report;
shall decide on
3. approval of the Statement of Income and
Balance Sheet and the Consolidated Statement of Income and Consolidated Balance
Sheet,
4. any measures warranted by the profit or loss
shown in the approved Consolidated Balance Sheet,
5. discharging the members of the Board of
Directors and the Managing Director from liability,
6. the number of members to serve on the Board
of Directors and
7. the remuneration to be paid to the members
of the Board of Directors;
shall elect
8. the members of the Board of Directors and
9. the auditors and deputy auditor.