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Keliber Oy's Articles of Association

§ 1 Business name and domicile

The business name of the company is Keliber Oy and its domicile is Kaustinen.

§ 2 Field of operations

The company's field of operations is the practice of mining, enrichment and refining operations, the research and development operations of natural resources and the environmental industry and related business operations. In addition, the company may practice energy production and related business operations. The company may own, manage and lease properties, mining rights and shares and other bonds related to their business operations.

§ 3 Share capital and shares

The Company has one series of shares. Each serie carries one (1) vote at the General Meeting.

§ 4 Board of directors

The company has the board of directors comprising three (3) to eight (8) elected, ordinary members. Deputy members can also be elected to the board of directors. The term of the Board members shall end at the closing of the next Annual General Meeting following the election. The general meeting elects the chair and the vice-chair of the board of directors.

§ 5 CEO

The company may have a CEO elected by the board of directors.

§ 6 Representation

The company is represented not only by the board of directors but also the CEO alone or the chair of the board of directors together with a member of the board of directors. In addition, the board of directors may authorise an appointed person to represent the company.

§ 7 Accounting period

The accounting period of the company is the calendar year.

§ 8 Auditor

An auditing community approved by the Central Chamber of Commerce or a chamber of commerce is selected as the company's one ordinary auditor. The company's auditor is elected for the task until further notice.

§ 9 Notice of general meeting

The notice of general meeting must be delivered to the shareholders by mail or e-mail no earlier than two (2) months and later than eight (8) days before the meeting to the addresses recorded in the company's list of shareholders or otherwise reported to the company for this purpose.

§ 10 Annual general meeting

An annual general meeting shall be held on a date selected by the board of directors within six (6) months from the end of the accounting period.

An annual general meeting shall:

review

  • the financial statements
  • the auditor's report;

take resolutions on

  • adoption of the income statement and the balance sheet,
  • measures required by the profit or loss, shown in the adopted balance sheet,
  • discharging the members of the board of directors from liability, and
  • if necessary, the number of the members of the board of directors;

elect

  • members of the board of directors, if necessary
  • auditor and the deputy auditor, if necessary.

§ 11 Redemption clause

Shareholders have the primary right and the company the secondary right to redeem shares transferred to a new owner from a shareholder other than the company. If more than one shareholder wants to exercise their right of redemption, the shares shall be allocated between the shareholders wishing to exercise their right of redemption in the proportion to their current ownerships of the company's shares. The company has the right to redeem the shares if no shareholders wish to redeem them.

The provisions of the Finnish Limited Liability Companies Act shall be applied to the redemption of shares in other respects.

Should the shareholders or the company not exercise their right of redemption referred to in section 13, the new owner must obtain the consent of the board of directors in order to acquire the shares. The request concerning this consent shall be presented to the board of directors in writing. The board of directors must decide on issuing its consent to the transfer within two (2) months of receiving the written request or the consent shall be considered to be issued.
This clause must be recorded in all share certificates and in the share register.

§ 13 Book-entry system

The shares of the company belong to the book-entry securities system after the expiry of the registration period decided by the Board of Directors.