OP Mortgage Bank's Articles of Association
§1 Company name and domicile
The company name is OP-Asuntoluottopankki Oyj, OP-Bostadslånebanken Abp in Swedish. The company is domiciled in Helsinki.
§2 Line of business
The company engages in operations permitted for a mortgage bank under the Covered Bond Act by granting mortgage credits and public sector credit and by issuing bonds with mortgage collateral and bonds with public sector collateral pursuant to the same Act. The company does not offer the investment services or custody and asset management services set forth in the Act on Investment Firms.
§3 Membership of the amalgamation of deposit banks
The company, OP Cooperative as the central institution of the amalgamation, other companies belonging to the central institution’s consolidation group, the central institution’s member credit institutions and companies belonging to their consolidation groups, and credit institutions, financial institutions and service companies in which the abovementioned institutions jointly hold more than half of the voting rights form the amalgamation as referred to in the Act on the Amalgamation of Deposit Banks (Laki talletuspankkien yhteenliittymästä). The company is a member of OP Cooperative. The central institution supervises the company as specified in said Act, confirms the operating principles referred to in Section 5 above with which it must comply, and issues instructions to the company on capital adequacy and risk management, good corporate governance and internal control to secure liquidity and capital adequacy, as well as instructions on compliance with uniform accounting policies in the preparation of the amalgamation's consolidated financial statements. The company is obliged to participate in any necessary support measures aimed at preventing another member credit institution from going into liquidation, and to pay a debt for another member credit institution as referred to in the Act on the Amalgamation of Deposit Banks.
§4 Share capital
The minimum authorised capital of the company amounts to eight million and five hundred thousand (8,500,000) euros and the maximum authorised capital to one hundred and fifty million (150,000,000) euros within which limits the share capital may be increased or reduced without changing the Articles of Association.
§5 The number of shares is a minimum of 34,000 and a maximum of 136,000.
§6 Permission from the company is required for the acquisition of shares through transfer.
§7 General meeting of shareholders
The Annual General Meeting (AGM) is held in Helsinki, Espoo or Vantaa before the end of May.
The AGM must be
- presented with
1 the financial statements and the report by the board of directors;
- decide on
2 adopting the income statement and balance sheet;
3 measures to be taken in respect of the profit or loss shown in the approved balance sheet;
4 the discharge from liability of the members of the Board of Directors and the Managing Directors;
5 the number of Board members;
6 remuneration to the members of the Board of Directors and auditors
- elect
7 members of the Board of Directors;
8 auditors;
- discuss
9 any other business mentioned in the Notice of the Meeting.
§8 Each share entitles to one (1) vote at the general meeting of shareholders.
§9 A written or electronic notice of the Annual General Meeting shall be delivered to the shareholders no earlier than four weeks and no later than one week prior to the date of the Meeting indicated in the notice.
Written notice must be sent in cases where legislation specifically requires so.
In order to attend a General Meeting of Shareholders, a shareholder must notify the company thereof by registering for the Meeting no later than the date stated in the notice of the Meeting, which may be no earlier than five days prior to the Meeting.
§10 Board of Directors
The company has a Board of Directors with a minimum of three (3) and a maximum of six (8) members.
The term of the Board members shall terminate upon the closing of the Annual General Meeting following their election. A Board member must resign after he/she reaches the age of 65 at the latest.
The Board of Directors is responsible for the company’s management and appropriate organisation of operations.
The Board of Directors decides on the division of responsibilities between the Managing Director and the Board members and on the right to represent the company.
The Board of Directors has a quorum when more than half of its members are present.
The opinion supported by the majority will be adopted as the decision of the Board of Directors. In the event of a tie, the opinion of the Chairman will be adopted.
§11 Managing Director
The company has a Managing Director appointed by the Board of Directors who is tasked with day-to-day management of the company in accordance with the Board’s instructions and regulations.
§12 Signing for the company
A Board member and the Managing Director together are authorised to sign for the company. In addition, two persons together authorised by the Board of Directors, or either of them together with a Board member or the Managing Director may sign for the company.
§13 Financial statements and audit
The company’s financial year is one calendar year. The first financial year of the company ended on 31 December 2000.
§14 One (1) firm of authorised public accountants certified by the Finnish Chamber of Commerce must be elected to audit the company’s governance, accounting and financial statements.
The auditor’s term of office begins on the date of his/her election and terminates upon the closing of the Annual General Meeting following his/her election.
§15 Other regulations
The company’s business locations are subject to the management of the Board of Directors.
A business location’s management is managed by a person appointed by the Board of Directors.
§16 A Board member and the company’s employee may hold managerial positions at other companies, but the company must be notified thereof in a manner determined by the Board of Directors.
However, their membership in the management of institutions other than the central institution of the amalgamation of cooperative banks, its member credit institutions, or a credit institution or an investment firm belonging to their consolidation group is conditional on the consent of the Board of Directors.
Without permission from the Board of Directors, the Managing Director may not belong to the management of another company.