§ 1 The name of the Company is Raisio Oyj, the company name in Swedish is Raisio Abp and in English Raisio plc.
§ 2 The Company’s registered place of business is the town of Raisio.
§ 3 The Company operates in the manufacture of and trading in food products and animal feed, as well as other industrial and business operations related to these sectors, as well as selling the know-how and services of these branches either by itself or through subsidiaries and affiliate companies in Finland and abroad.
As a parent company, the Company can tend to the administration, financing and other joint operations of the Group and own real property, shares, holdings and other securities.
§ 4 The minimum capital of the Company is EUR 25,000,000, and the maximum capital EUR 100,000,000, within which limits the share capital can be increased or decreased without changing the Articles of Association.
§ 5 The share has no nominal value.
§ 6 Out of the total number of the Company’s shares, the maximum number of restricted shares is 400,000,000 and the maximum number of free shares 400,000,000. However, the maximum total number of both shares is 600,000,000.
The holders of restricted and free shares have the right to vote in the General Meeting in the way specified under item 9 of these Articles of Association.
§ 7 For the acquisition of a restricted share through surrender, the consent of the Board of Directors is required. The consent shall be given, if the person receiving the share is a natural person working as a full-time farmer. A consent is also required, when the recipient of an assignment already has restricted shares registered on his name.
A consent is not required, if the share has been transferred through inheritance, will or marital rights, or if the share has been acquired through executive auction or from a bankrupt’s estate.
§ 8 In case the consent referred to in the above item 7 is not given, the Board of Directors shall convert the restricted share assigned into a free share.
If necessary, the Board of Directors shall discuss the conversion of restricted shares into free shares. Any changes decided upon shall be entered into the Trade Register without delay.
A shareholder and recipient of an assignment is obliged to deliver the shares to the Company to be changed.
§ 9 In addition to what has been prescribed in the Companies Act, in order to be able to participate in the General Meeting, the shareholder must register for the Meeting no later than on the day given in the notice of the General Meeting, which can be ten (10) days before the Meeting, at the most.
In the General Meeting, each restricted share gives twenty (20) votes and each free share one (1) vote.
In the General Meeting, no shareholder’s shares are entitled to vote with more votes than one tenth of the total number of votes of the shares represented at the Meeting.
§ 10 The Annual General Meetings and Extraordinary General Meetings shall be held in Raisio or Turku, whichever the Board of Directors will determine. The Annual General Meeting shall be held by the end of April.
§ 11 The notice of the General Meeting shall be published, at the earliest, three (3) months and at the latest, three (3) weeks before the General Meeting on the company’s website and possibly in another manner determined by the Board of Directors. However, the notice of the General Meeting must be published no later than nine (9) days before the record date of the General Meeting.
§ 12 In the Annual General Meeting:
The following shall be presented:
The following shall be decided:
The following shall be elected:
The following shall be discussed:
§ 13 The Company shall have a Supervisory Board consisting of no less than fifteen (15) and no more than twenty-five (25) members. Out of these, one third shall resign yearly, first by lot, then by turn.
The term of a member of the Supervisory Board commences at the closing of the shareholders’ meeting that elected him/her and ends after the third Annual General Meeting held after the election.
A person who has turned 65 before the commencing of the term cannot be elected a member of the Supervisory Board. A maximum of three members can be employees of the Company or a subsidiary belonging to the group formed by the Company as a parent company.
The Supervisory Board shall elect the Chairman and Deputy Chairman among themselves for one year at a time.
The Supervisory Board assembles for a meeting convened by the Chairman as often as necessary or when requested by a member of the Supervisory Board, or the Board of Directors or the Managing Director. More than half of the members of the Supervisory Board present constitute a quorum. If the votes are evenly divided, the Chairman’s vote shall decide; as for election, the result is decided by the drawing of lots.
A member of the Board of Directors has the right to be present and state his/her opinion at the Supervisory Board’s meeting.
At the Supervisory Board’s meeting, the minutes are kept, signed and checked in the way determined by the Supervisory Board, taking into account the statutes of the Companies Act.
In addition to what has been prescribed by the law and these Articles of Association, the Supervisory Board shall:
§ 14 The Company’s Board of Directors consists of a minimum of five (5) and a maximum of eight (8) members elected by the General Meeting.
A person who has turned 68 before the commencing of the term cannot be elected a member of the Board of Directors. A maximum of two members can be employees of the Company or a subsidiary belonging to the group formed by the Company as a parent company.
The duty of the Board of Directors is, among other things, to represent and run the business and property of the Company according to the instructions given in these Articles of Association and by the Supervisory Board, to elect a Managing Director for the Company and to prepare the matters to be discussed in the Supervisory Board.
The Board of Directors shall elect a Chairman and a Deputy Chairman among themselves for one term at a time.
The Chairman of the Board of Directors cannot be an employee of the Company or a subsidiary belonging to the group formed by the Company as a parent company.
The term of the members of the Board of Directors begins at the closing of the General Meeting in which they were elected, and terminates at the closing of the next Annual General Meeting.
§ 15 The Company shall be represented by two members of the Board of Directors together. The Board of Directors can grant proxy rights. The holder of proxy shall sign for the Company together with a member of the Board of Directors or with another holder of proxy.
§ 16 The Company’s books shall be balanced each calendar year. The final accounts shall be finished not later than before the end of February to be given to the auditors for inspection.
The auditors shall give a report on their inspection to the Board of Directors before the end of March.
§ 17 The Company shall have no less than one (1), and no more than two (2) auditors, and an equal number of deputy auditors. The auditors and deputy auditors must be auditors or auditing companies approved by the Central Chamber of Commerce.
A person who has turned 65 before the commencing of the term cannot be elected an auditor.
§ 18 In order to change sections 6, 7, 8, 9 and 18 of these Articles of Association, a decision made at two successive General Meetings, held with an interval of at least twenty (20) days, by a majority of three fourths (3/4) of the votes given and of the shares represented, is required, unless a vote by types of shares or a larger statutory majority is required by the Companies Act.
§ 19 Book-entry system
The Company’s shares are included in a book-entry system.
As a rule, amendment of the Articles of Association requires that the proposed amendment is supported by at least two-thirds of the votes given and the shares represented at the meeting. In order to change sections 6, 7, 8, 9 and 18 of the Articles of Association, such a decision is required which is made at two successive General Meetings, held with an interval of at least 20 days, by a majority of three fourths of the votes given and of the shares represented. In certain issues, a vote by classes of shares and shareholder consent are required by the Companies Act.