A change in article '7. Convocation of a general meeting' confirmed by the AGM on April 6, 2011 and entered in the Trade Register on May 12, 2011.
1. Company name and domicile
The name of the company is Tekla Oyj, and its domicile is Espoo. The name of the company in English is Tekla Corporation.
2. Sphere of operations
The company engages in the information industry, especially the production and marketing of software and services and related operations. The company may own and manage real estate and securities.
3. Book-entry system
The company shares are entered in the book-entry system.
4. Board of Directors
The Board of Directors comprises three to five (3-5) members and one (1) deputy member. In addition, one (1) employees’ representative and his or her personal deputy representative may be nominated to the Board of Directors, if an agreement has been made between the company and the personnel on the implementation of personnel representation and nomination of representatives in proceedings according the Act on Co-operation within Undertakings either at a general meeting or advisory board meeting or the Act on Personnel Representation in the Administration of Undertakings so requires.
The term of members of the Board of Directors ends at the conclusion of the first annual meeting following the election.
The Board elects a chairman from among its members.
5. Chief Executive Officer
The company has a Chief Executive Officer.
6. Signing for the company
The chairman of the Board of Directors and the Chief Executive Officer sign for the company each severally, and members of the Board of Directors two together. The Board of Directors may authorize designated persons to sign for the company, either two together, or each severally together with a member of the Board or an authorized signatory.
7. Invitations to a shareholders' meeting
Invitations to a shareholders' meeting shall be delivered to shareholders by publishing it on the company’s website at the latest three weeks before the shareholders' meeting, and however, at the latest nine days before the record date of the shareholders' meeting. In addition, the Board can decide to publish the invitation also in some other way.
A shareholder shall register his/her intention to participate in the shareholders' meeting in advance at the latest on the date mentioned in the invitation to the meeting, which shall be at least ten (10) days prior to the meeting.
8. Annual General Meeting
At the Annual General Meeting, the following shall be
presented:
1. the company and consolidated financial statements and the annual report,
2. the audit report;
decided:
3. approval of the financial statements and the consolidated group accounts,
4. any measures called for by the profit or loss reported in the approved balance sheet,
5. granting of discharge from liability to the members of the Board and the Chief Executive Officer,
6. the number of members of the Board,
7. remunerations payable to the members of the Board and the auditor;
elected:
8. the members of the Board, and
9. the auditor;
dealt with:
10. any other items listed in the invitation to the meeting.
9. Auditor
The general meeting shall elect an auditing firm for the purposes of auditing the company’s accounts and administration. The auditing firm must be a firm approved by the Central Chamber of Commerce.
10. Fiscal year
The company's fiscal year is the calendar year.