Articles of Association

The company's name is Toivo Group Oyj, and its parallel trade names are Toivo Group Abp in Swedish and Toivo Group Plc in English.

The company is domiciled in Helsinki.

The company's business area is ownership, management, sale, purchase and rental of real estate and shares, as well as the provision of housing services and other related business activities. The company can carry out real estate development, construction, construction contracting and renovation activities, as well as building maintenance and management activities. In addition, the company can provide financing and administrative services to its Group companies and associated companies. The company can own shares and real estate as well as engage in securities trading.

The company shares do not have any nominal value.

The company’s shares are covered by the book-entry system after the registration period.

The Board of Directors consisting of a minimum of four (4) and a maximum of eight (8) members is responsible for administration and appropriate organization of the company’s operations. The term of the members of the Board of Directors ends at the close of the next Annual General Meeting after the election.

The Board shall elect a Chairman from amongst its members.

The Board of Directors elects the CEO. The CEO oversees the day-to-day management of the company in accordance with the instructions and orders given by the Board of Directors.

The company is represented by the Chairman of the Board of Directors and the CEO both individually and by two (2) members of the Board of Directors jointly. The Board of Directors may authorize other named persons to represent the company individually or jointly with another person. The Board of Directors can also issue a power of procuration to represent the company to one or several named individuals.

The company’s accounting period is one (1) calendar year.

The company has one (1) auditor, who must be an authorized public accountant or an auditing firm, whose appointed chief auditor must be an authorized public accountant.
The auditor is elected at the Annual General Meeting for a term ending at the close of the Annual General Meeting following the election.

The notice of the Annual General Meeting must be sent to shareholders not earlier than three (3) months and not later than three (3) weeks before the meeting, however at least nine (9) days before the record date of the Annual General Meeting. The invitation shall be sent to shareholders by posted letters to their address indicated in the share register, a notice published on the company's website or at least in one national daily newspaper determined by the Board.

In order to be allowed to attend a General Meeting, the shareholders shall register at the company not later than on the date given in the invitation that cannot be earlier than ten (10) days before the meeting.

The Annual General Meeting must be held every year within six months after the accounting period ends.

The following are presented in the Annual General Meeting:

1. Financial statements and annual report, and
2. the Auditors’ Report,

decided on:

3. adoption of the financial statements,
4. resolution on the distribution of profits indicated by the balance sheet,
5. release from liability for the members of the Board of Directors and the CEO,
6. remuneration of Board members and the auditor, and
7. the number of members on the Board of Directors,

elected:

8. the members of the Board of Directors, and
9. the auditor,

discussed:

10. any and all other items stated in the notice of meeting.

A General Meeting may be organized at the domicile of the company or at Espoo as decided by the Board of Directors.

A General Meeting may also be convened remotely without a physical meeting place so that all persons participating to the meeting shall participate through an online telecommunications connection and technical device. A shareholder participating in the remote meeting shall be able to use all of its shareholders’ rights in equal manner to General Meetings organized in a physical meeting place.