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Teleste Corporation P.O.Box 323 FI-20101 Turku Finland
Tel. +358 (0)2 260 5611
Verkkolaskutus OVT-tunnus
003711022678 Operaattori TietoEnator Tilinumero TE003711022678

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Articles of Association
Articles of
Association
Valid from 5.5.2010 -
1 §
Name and Domicile of
Company
The name of the Company is Teleste Oyj and Teleste
Corporation in English. The domicile of the Company is in Turku.
2 §
Field
of Operations
The Company's field of operations is the production
and selling of electronics and telecommunication industry products,
services and solutions as well as thereto related service, maintenance,
training, designing, integration and installation activities and
consultation. The Company may trade in securities and engage in other
investment business. The Company 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 Company
are incorporated in the book-entry system.
4 §
Board of
Directors
The Company shall have a Board of Directors with a
minimum of three (3) and a maximum of eight (8) members elected at the
Annual General Meeting of Shareholders; their term of office shall expire
at the end of the following Annual General Meeting of Shareholders. The
Board of Directors shall elect the Chairman of the Board of Directors
among themselves.
5 §
Managing Director
The
Company shall have a Managing Director appointed by the Board.
6 §
Right
to represent the Company
The members of the Board, two jointly, or
the Managing Director, jointly with a member of the Board of Directors
shall have the right to represent the Company or the person(s) authorised
by the Board of Directors to represent the Company, either jointly with
another person authorised to represent the Company, a procurator, the
Managing Director, or a member of the Board of Directors.
7 §
Financial
Period
The Company's financial period shall be a calendar year.
8
§
Auditors
The Company shall have at least one (1) and
not more than two (2) auditors, who shall be auditors or Accounting Firms
certified by the Central Chamber of Commerce.
The auditors’ duties
shall cease at the end of the first Annual General Meeting of Shareholders
following their election.
9 §
Notice of Meeting
Notice
of the General Meeting of Shareholders shall be announced on Company’s
website no earlier than two (2) months and no later than three (3) weeks
prior to the General Meeting of Shareholders, however, at least nine (9)
days prior to the record date of the General Meeting of Shareholders.
Within the same time the Company shall announce the time and place of the
General Meeting of Shareholders as well as the address of the Company’s
website in at least one newspaper decided by the Board of Directors.
A
shareholder wishing to participate in the General Meeting of Shareholders
shall notify the Company 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.
10 §
Annual General Meeting of Shareholders
The
Annual General Meeting of Shareholders shall be held annually on the date
decided by the Board of Directors by the end of June in Kaarina, Turku or
Helsinki.
At the meeting, the following shall be presented 1.
the financial statements, which include the consolidated financial
statements, and the report of the Board of Directors; 2. the Auditor's
Report; resolved upon 3. the adoption of the financial statements
and the consolidated financial statements; 4. use of the profit shown
in the balance sheet; 5. discharging the members of the Board of
Directors and the Managing Director from liability; 6. the number of,
and the fee payable to, the members of the Board of Directors; 7. the
number of, and the fee payable, to the auditors; elected 8. the
members of the Board of Directors; 9. the auditors; as well as.
considered 10. any other matters stated in the notice of the meeting.
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