5日起生效.4.2023 –
1 §
公司名称及住所
The name of the 公司 is 电话este Oyj and 电话este Corporation in English. The domicile of the 公司 is in Turku.
2 §
业务范围
The 公司’s field of operations is the production and selling of electronics and telecommunication industry products, services and solutions as well as thereto related service, 维护, 培训, 设计, integration and installation activities and consultation. The 公司 may trade in securities and engage in other investment business. The 公司 may also carry out its operations through subsidiaries and associated companies.
3 §
Incorporation of the shares in the book-entry system
The shares of the 公司 are incorporated in the book-entry system.
4 §
董事会
The 公司 shall have a 董事会 with a minimum of three (3) and a maximum of eight (8) members 当选 at the 周年股东大会 of 股东; their term of office shall expire at the end of the following 周年股东大会 of 股东. The 董事会 shall elect the Chairman of the 董事会 among themselves.
5 §
董事总经理
The 公司 shall have a 董事总经理 appointed by the Board.
6 §
Right to represent the 公司
董事会成员, 两个共同, 或董事总经理, jointly with a member of the 董事会 shall have the right to represent the 公司 or the person(s) authorised by the 董事会 to represent the 公司, either jointly with another person authorised to represent the 公司, 一个代理人, 常务董事, or a member of the 董事会.
7 §
金融周期
The 公司’s financial period shall be a calendar year.
8 §
审计师
The company’s auditor shall be an Authorized Public Accountant firm which shall designate an Authorized Public Accountant as the auditor with principal responsibility.
The auditor’s term shall end at the conclusion of the first 周年股东大会 of 股东 following the auditor’s election.
9 §
会议通知
Notice of the General Meeting of 股东 shall be announced on 公司’s website no earlier than two (2) months and no later than three (3) weeks prior to the General Meeting of 股东, 然而, at least nine (9) days prior to the record date of the General Meeting of 股东. Within the same time the 公司 may, 如经董事会决定, announce the time and place of the General Meeting of 股东 as well as the address of the 公司’s website in a newspaper regularly published in 芬兰.
A shareholder wishing to participate in the General Meeting of 股东 shall notify
the 公司 at the latest on date stated in the notice of the meeting, which date shall be
no earlier than ten (10) days prior to the meeting.
The 董事会 may decide that the 公司’s General Meeting of 股东
is arranged without a meeting venue so that the shareholders exercise their full decisionmaking
powers in real time by the use of telecommunication connections and technical
means during the meeting (remote meeting).
10 §
周年股东大会 of 股东
The 周年股东大会 of 股东 shall be held annually on the date
decided by the 董事会 by the end of June in Kaarina, Turku or Helsinki.
At the meeting, the following shall be presented
- the financial statements, which include the consolidated financial statements, and
the report of the 董事会; - 核数师报告;
解决在 - the adoption of the financial statements and the consolidated financial statements;
- use of the profit shown on the balance sheet;
- discharging the members of the 董事会 and 常务董事
从责任; - the number of, and the fee payable to, the members of the 董事会;
- the fee payable to 审计人员;
当选 - the members of the 董事会;
- 审计人员;
同时也考虑到 - any other matters stated in the notice of the meeting.