For Investors

Fodelia Oyj’s Articles of Association

Section 1: The company’s business name and registered office

The company’s trading name is Fodelia Oyj, Fodelia Corporation in English and Fodelia Abp in Swedish. 

The company is registered in Pyhäntä.

Section 2: The Company’s field of activity

The company acts as the parent company of the group and carries out the activities set out below, both directly and through its subsidiaries and joint ventures.

The company is engaged in the manufacture, distribution and marketing of foodstuffs, ready meals, crisps and other snack products. The company may also engage in restaurant and café operations, as well as the wholesale, as well as rental activities related to the aforementioned operations. The company may also provide consultancy services within the sector. 

The company may engage in property and securities investment, as well as other investment activities. The company may also engage in other activities as set out in this

activities relating to the activities referred to in that section.

Section 3: Book-entry system

The company’s shares are listed on the book-entry system.

Section 4: The Board of Directors

The company has a board of directors comprising at least three (3) and no more than

seven (7) members. The Board of Directors is elected at the Annual General Meeting for a term of office that ends at the close of the next Annual General Meeting following its election. 

The Board shall elect a chairperson from among its members.

Section 5: Chief Executive Officer

The company has a managing director, who is appointed and dismissed by the board of directors.

Section 6: Rights of Representation

The company is represented by its board of directors. 

In addition, the company is represented by the Chair of the Board and the Chief Executive Officer, each acting alone, and by two (2) members of the Board acting jointly.

In addition, the Board of Directors may grant designated individuals power of attorney or the right to represent the company, either alone or jointly with another person authorised to represent the company.

Section 7: Financial Year

The company’s financial year is the calendar year.

Section 8: Auditor

An audit firm must be appointed as the company’s auditor, and the lead auditor appointed by that firm must be a KHT auditor.

The auditor is elected at the Annual General Meeting for a term of office which ends at the close of the next Annual General Meeting following the election.

Section 9: Notice of Meeting

The notice of the general meeting shall be served on the shareholders by publishing it on the company’s website no earlier than three (3) months and no later than three (3) weeks before the general meeting, but always at least nine (9) days before the record date for the general meeting as defined in the Limited Liability Companies Act.

Section 10: Advance registration

In order to attend a general meeting, a shareholder must notify the company no later than the date specified in the notice of meeting, which may be no earlier than ten (10) days before the general meeting.

Section 11: Annual General Meeting

The Annual General Meeting must be held by the end of June each year.

The following must be presented
at the meeting:
1) the financial statements, including the consolidated financial statements, and the management report;
2) the auditor’s report;

to decide
on 3) the adoption of the financial statements;
4) the allocation of the profit shown in the balance sheet;
5) the discharge of the members of the Board of Directors and the Chief Executive Officer from liability;
6) the remuneration of the members of the Board of Directors and the auditors, and the basis for the reimbursement of their expenses;
7) where necessary, the number of members of the Board of Directors;

to be elected
: 8) members of the board; and
9) the auditor.

Section 12: Venue of the General Meeting and Attendance at the General Meeting

In addition to Pyhäntä, the company’s registered office, General Meetings may be held in Oulu and Helsinki. The Board of Directors decides on the venue for the General Meeting. The Board of Directors may decide that shareholders may also participate in a General Meeting by exercising their voting rights via a telecommunications link and technical aids, either before or during the meeting. The Board of Directors may also decide that the General Meeting shall be held without a physical venue, in such a way that shareholders exercise their full voting rights in real time via a telecommunications link and technical aids during the meeting.