Articles of association

1 § Company name

The name of the Company is VMP Oyj and the domicile of the Company is Helsinki. The parallel

name of the Company in English is VMP Plc.

 

2 § The Company’s field of business

The Company’s field of business is to provide management and finance services for VMP Group’s

companies and chain companies that provide personnel services. The Company may also act as a

franchiser for VMP Varamiespalvelu or other chain companies, and also own shares in companies, which carry on the business. The Company’s field of business includes also labour hire services, recruiting and organizational development services, services for the self-employed, services for jobseekers and entrepreneurs, training, consulting and sale of other related services. The Company may also own, control and rent real estate, buildings and shares as well as engage in security trading.

 

3 § Book-entry securities system

The shares of the Company belong to the book-entry securities system after the registration

period.

 

4 § Board of Directors

The Company has a Board of Directors comprising a minimum of three (3) and a maximum of ten (10) ordinary members. The Board of Directors is elected at the Annual General Meeting for a term, which shall expire at the end of the first Annual General Meeting following the election. The Board of Directors shall elect from among its members a Chairman.

 

5 § Chief Executive Officer

The Company has a Chief Executive Officer elected by the Board of Directors.

 

6 § Representation of the Company

The Company is represented by the Chairman of the Board of Directors and the Chief Executive Officer, each alone, and jointly by any two (2) members of the Board of Directors, or a person or persons, whom the Board of Directors has granted the right to represent the Company, either severally or jointly by a representative of the Company as defined in this article.

 

7 § Financial year

The financial year of the Company is a calendar year.

 

8 § Auditor

The Company shall have one (1) auditor that shall be an auditing firm approved by the Finnish Patent and Registration Office. The auditor is elected at the Annual General Meeting for a term, which shall expire at the end of the first Annual General Meeting following the election.

 

9 § Notice to the General Meeting and registration

The General Meeting shall be convened in compliance with the provisions on the convocation period and the manner of convocation of the Finnish Limited Liability Companies Act. If the Company’s shares are traded on a regulated market or on a multilateral trading facility, the notice to convene a General Meeting shall be delivered by publishing the notice on the Company’s website no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, in any event no later than nine (9) days prior to the record date of the General Meeting. 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. As the shares of the Company belong to the bookentry securities system, the provisions of the Finnish Limited Liability Companies Act on the right to attend the General Meeting should also be acknowledged.

 

10 § The Annual General Meeting

The Annual General Meeting shall be held annually by the end of June on a date specified by the Board of Directors alternatively in Turku, Espoo or Helsinki.

 

In the Annual General Meeting shall be presented:

  1. the financial statements, including the consolidated financial statements;
  2. the report of the Board of Directors;
  3. the auditor’s report

 

decided upon:

  1. the adoption of the financial statements;
  2. the measures to which the profit of the adopted balance sheet may give cause;
  3. the discharge from liability to the members of the Board of Directors and the Chief Executive Officer;
  4. the number of the members of the Board of Directors and the remuneration of the Board of Directors;
  5. the remuneration of the auditor

 

elected:

  1. the members of the Board of Directors,
  2. the auditor, as well as

 

addressed:

  1. any other matters listed in the meeting notice.