Corporate Governance

Articles of Association

Updated May 16, 2023.

1. Business name

The name of the company is Puuilo Oyj in Finnish, Puuilo Plc in English and Puuilo Abp in Swedish.

2. Domicile of the company

The domicile of the company is Helsinki.

3. Field of business

The company’s field of business is operating as a parent company to other companies the field of business of which is wholesale, in-store and online retail and operations thereof. Additionally, the company's field of business includes offering internal services with respect to strategy, managing trademarks, transactions and outsourcing, financing and reporting, governance, managing legal and business risks, and human resources development in the companies owned by the company.

4. Board of Directors and the Chairman of the Board of Directors

The Board of Directors of the company shall consist of four to seven (4–7) members. Personal deputy members may be appointed to the members of the Board of Directors.

The term of office of members of the Board of Directors begins from the General Meeting deciding on their election and ends at the close of the next Annual General Meeting following their election.

Chairman of the Board of Directors is appointed by the General Meeting of shareholders. Should the membership of the Chairman expire during the term of office, the Board of Directors may elect a new Chairman from among its members.

5. Chief Executive Officer

The company may have a Chief Executive Officer to be appointed by the Board of Directors.

6. Auditor

The company has one (1) auditor that shall be an auditing firm approved by the Finnish Patent and Registration Office. The auditor’s term of office begins from the General Meeting deciding on the auditor’s election and ends at the close of the next Annual General Meeting following its election.

7. Representation

The company is represented by the Board of Directors.

The Board of Directors may grant to one (1) or more named persons the right to represent the company or procuration.

8. Notice of the General Meeting of Shareholders

The notice of the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later three (3) weeks prior to of the Meeting, however, no later than nine (9) days before the record date of the General Meeting. The notice shall be delivered to the shareholders by means of a notice published on the company’s website or at least in one national daily newspaper designated by the Board of Directors.

To be entitled to attend the General Meeting, a shareholder must register with the company no later than on the date specified in the notice of the General Meeting, which date may not be earlier than ten (10) days prior to the General Meeting.

9. General Meeting

The General Meeting of Shareholders shall be held at a location decided by the Board of Directors, which may be in Vantaa or Helsinki.

The Annual General Meeting of shareholders shall be held annually within six (6) months of the expiration of the financial year on a date designated by the Board of Directors. An Extraordinary General Meeting of shareholders shall be held when the Board of Directors considers it necessary or when the law so requires.

At the Annual General Meeting the following shall be presented:

• the financial statements, including the consolidated financial statements,
• the annual report, and
• the auditor’s report.

After which, the following shall be decided:

• the adoption of the financial statements and consolidated financial statements,
• the use of the profit shown on the balance sheet,
• the discharge from liability for the members of the Board of Directors and the Chief Executive Officer,
• the remuneration of the members of the Board of Directors and of the auditor, and
• the number of members of the Board of Directors.

After which, the following shall be elected:

• the Chairman and the members of the Board of Directors, and
• the auditor.

After which, any other matters possibly contained in the notice of the Meeting shall be handled.

The Board of Directors may decide that an annual or an extraordinary General Meeting is arranged without a meeting venue in a manner whereby shareholders exercise their full decision-making powers in real time during the General Meeting by using telecommunications and technical means (virtual meeting).

10. Book-entry system

The shares of the company are included in the book-entry system.