Articles of Association
1 § Company name and registered office
The name of the company is Remedy Entertainment Oyj. The company’s parallel name in Swedish is Remedy Entertainment Abp and Remedy Entertainment Plc in English. The registered office of the company is Espoo, Finland.
2 § Line of business of the company
The line of business of the company is software and computer game design, manufacture, marketing, sales, distribution and agency, and data processing and office technology equipment and information technology instrument retail and wholesale, manufacturing, maintenance, import and export. The company may also engage in information technology training, publishing, printing and media operations. The company may engage in securities trading and real estate activities.
3 § Financial year
The financial year of the company is the calendar year.
4 § Board of Directors
The company is managed by the Board of Directors, which includes no fewer than three and no more than six ordinary members. One to six deputy members may also be elected to the Board of Directors.
The term of the members of the Board of Directors shall be until the conclusion of the first Annual General Meeting following the election.
5 § Chief Executive Officer
The company shall have a Chief Executive Officer appointed by the Board of Directors.
6 § Representation
The Chairman of the Board of Directors and the Chief Executive Officer, each alone, and two ordinary members of the Board of Directors together shall have the right to represent the company. The Board of Directors may also grant proxy rights to a designated person to represent the company alone or together with another person who has the right to represent the company.
7 § Auditors
The company has one auditor, which shall be an auditing firm approved by the Finnish Patent and Registration Office, and whose primary accountant is an authorized public accountant. The term of the auditor shall be until the conclusion of the first Annual General Meeting following the election.
8 § Book-entry system
The shares of the company shall belong to the book-entry system after the expiry of the registration period decided by the Board of Directors.
9 § General Meetings
The Annual General Meeting shall be held annually within six months from the termination of the financial year on a date determined by the Board of Directors.
Extraordinary General Meetings shall be held whenever the Board of Directors considers it necessary, or if the auditor or shareholders, representing no less than a tenth of all shares issued by the company, request in writing that a General Meeting is to be held in order to discuss certain matters.
General Meetings of the company may be held in Espoo, Helsinki or Vantaa, Finland.
10 § Meeting notice
The notice convening a General Meeting shall be published on the company’s website no earlier than three (3) months and no later than three (3) weeks prior to the Meeting, but no later than nine (9) days before the record date of the meeting. In order to be entitled to attend the General Meeting, a shareholder must notify the company of its attendance by the date specified in the notice convening the Meeting, which date may not be earlier than ten (10) days prior to the Meeting.
11 § Annual General Meeting
At the Annual General Meeting the following shall be
- financial statements, including profits, balance sheet and the annual report
- The audit report, and
- adoption of the financial statements,
- measures on the basis of profit or loss shown on the balance sheet,
- the discharge from liability for the members of the Board of Directors and the Chief Executive Officer,
- the number of members and any deputy members of the Board of Directors, and
- the remuneration of the members of the Board of Directors and of the auditor, as well as
- the members of the Board of Directors and the auditor.