ARTICLES OF ASSOCIATION

 

§ 1 TRADE NAME AND REGISTERED OFFICE

The trade name of the company is SAV-Rahoitus Oyj, in Swedish SAV-Finansiering Abp. The registered office of the company is in Helsinki.

 

§ 2 FIELD OF OPERATION

The company's field of operation is the provision of financial services. The company practices insurance intermediary activities in accordance with the Insurance Mediation Act. In addition, the company's field of operation is the provision of special and specialist vehicle trade services; hire purchase agreements, drawing up and transferring as well as trade of hire purchase agreements; registration services; liquidity facilities; provision and brokerage of guarantees; import and trade of vehicles; trade and brokerage of transport-related products and services as well as related IT services.

 

§ 3 SHARES

The shares of the company are divided into shares in the share class A, and shares in the share classes B1 – B500 that are separate from each other and sequentially numbered.

 

Each class A share carries one (1) vote at the General Meeting and has a right to dividends and other distribution of assets according to the Limited Liability Companies Act in proportion to the ownership.

 

The shares in the share classes B1 – B500 have no governance rights, such as the right to vote or to participate in the General Meeting. Each share in the share classes B1 – B500 is entitled to a dividend that is distributed based on the work contribution of the holder of the share class. The company's Board of Directors decides on the maximum amount of the contribution dividend for each share class and presents the said amount to be distributed to the General Meeting. The General Meeting confirms the amount of the contribution dividend to be distributed for each share in the share classes B1 – B500 within the limits of the proposal of the Board of Directors and the Companies Act.

 

Subsequently the General Meeting may separately confirm the amount of any dividend distributed to the class A shares in proportion to the ownership.

 

Shares in the share classes B1 – B500 are redeemable under Article 10 of the Articles of Association.

 

Shares belonging to the share classes B1 – B500 shares cannot be converted into share class A shares. The number of shares in a particular class is not tied to the number of shares in another class.

 

§ 4 BOARD OF DIRECTORS

The company's Board of Directors consists of a minimum of three and a maximum of five full members. The term of the Members of the Board of Directors shall be indefinite.

 

§ 5 MANAGING DIRECTOR

The company has a Managing Director. The Managing Director is appointed and dismissed by the Board of Directors.

 

§ 6 COMPANY REPRESENTATION AND PROCURATION

The company is represented by the Managing Director or the Chairman of the Board of Directors alone or by two Members of the Board of Directors together. The Board of Directors decides on issuing procurations.

 

§ 7 FINANCIAL YEAR

The financial year of the company is 01.01. - 31.12.

 

§ 8 ANNUAL GENERAL MEETING

The Annual General Meeting will be held within six months from the end of the financial year.

At the meeting shall be

 

presented:

1. the financial statements, including the financial statement documents and the annual report

2. the auditor's report;

 

 

decided on:

3. the approval of the financial statements;

4. the use of the profit according to the approved balance sheet;

5. the discharge from liability of the Members of the Board of Directors and the Managing Director;

6. the remuneration of the Members of the Board of Directors and the auditors

7. the number of members of the Board of Directors

 

appointed:

8. the members of the Board of Directors members as well as

9. the auditor and, if necessary, the deputy auditor

 

§ 9 NOTICE OF THE GENERAL MEETING

The notice of General Meeting shall be delivered to the shareholders no earlier than four weeks and no later than 17 days before the meeting by letters sent to the addresses notified to the company by the shareholders, or by e-mail delivered to the e-mail addresses notified to the company by the shareholders, or by publishing the notice in a nationwide newspaper. In order to be allowed to participate in the General Meeting the shareholder must give an advance notice of participation to the company no later than the date indicated in the notice, not to be earlier than ten (10) days before the meeting.

 

§ 10 TERMS OF REDEMPTION OF THE SHARES IN THE SHARE CLASSES B1 – B500

The shares in the share classes B1 – B500 in accordance with the Articles of Association are redeemable shares. The redemption is subject to the following conditions:

 

1. The company has the right to redeem shares in the share classes B1 – B500 and the shareholder is obliged to deliver his shares to the company for redemption by the request of the company.

2. The redemption of shares in the share classes B1 – B500 shall be decided on by the General Meeting or the Board of Directors on the authorisation by the General Meeting.

3. The redemption price of a share in the share classes of B1 - B500 is the price at which the holder of the share in question in the share classes B1 – B500 has subscribed for the share.

4. The company has the right of redemption primarily within the limits of the distributable assets and secondarily within the limits of the restricted equity.

5. The Company is obligated to pay the redemption price within one (1) month from making the redemption decision.

6. The redemption order and procedure shall be otherwise conducted in accordance with the Companies Act taking into account the provisions of the Articles of Association.

 

§ 11 PRE-EMPTIVE SUBSCRIPTION RIGHT TO SHARES IN THE SHARE CLASSES B1 – B500 IN A SHARE ISSUE

The holders of the shares belonging to the share classes B1 – B500 do not have pre-emptive subscription rights when the company issues new shares.

 

§ 12 MINORITY DIVIDEND RIGHT OF THE SHARES IN THE SHARE CLASSES B1 – B500

The holders of the shares in the share classes B1 – B500 do not have the right to demand a minority dividend as defined in the Companies Act.