Articles of Association

1 § Trade name of the company and domicile

The trade name of the company is Kotipizza Group Oyj and its domicile is Helsinki.

2 § Field of operation of the company

The field of operation of the company is to run restaurant and coffee shop business, wholesale and retail trade of premises, raw materials, devices and fitments related to restaurant and coffee shop business and rental activity related to the above mentioned business. The company may practice its business through subsidiaries and holding companies. In addition, the field of operation of the company is to control and own securities, shares, real estates and other property in Finland and abroad either itself or through companies owned by it. The field of operation of the company is also to produce administrative, finance and other group services to its group companies and to grant security and guarantees on behalf of its group companies.

3 § Book-­‐entry securities system

Company’s shares are included in the book-­‐entry securities system after registration time set
by the Board of directors has expired.

4 § Board of directors

The administration of the company and the appropriate organisation of its operations are taken care of by the board of directors which consists of, based on the decision made by the general meeting, at least five (5) and at most ten (10) members.

The term of office of a member of the Board of Directors shall cease at the close of the first Annual General Meeting following his or her election

5 § CEO

Company has a CEO. CEO is appointed and dismissed by the board of directors.

6 § Representation of the company

The company is represented by the managing director and the chairman of the board of directors, each alone, and two (2) members of the board of directors jointly or by two persons jointly, who the board of directors has granted a right of representation.

The board of directors can grant rights of representation.

7 § Financial year

Company’s financial year begins annually on 1 February and ends on the following 31 January.

8 § Auditors

Company shall have one (1) auditor, who has to be authorized public accountant.

9 § Notice of the Ordinary General Meeting

The ordinary general meeting shall be held annually at a date set by the board of directors within six (6) months from the end of the financial year of the company.

Notice to the general meeting shall be delivered no earlier than three (3) months and no later than three (3) weeks before the meeting. The invitation to a General Meeting shall, however, be delivered no later than nine (9) days before the record date for the meeting. The notice to the general meeting shall be announced to shareholders by publishing it at the company’s Internet pages or at least in one national newspaper assigned by the board of directors.

To be entitled to attend a General Meeting, a shareholder shall notify the company of his or her attendance by the date specified in the notice to the General Meeting. The date so indicated shall not be earlier than ten (10) days prior to the meeting.

10 § General meeting

At the ordinary general meeting, the following shall be presented:

1. the financial statements and the annual report;

2. the auditor’s report;

resolved upon:
3. the adoption of the financial statements;

4. the use of the profit shown on the balance sheet;

5. the discharge of the members of the board of directors and the managing director from liability;

6. the remuneration of the members of the board of directors and, if necessary, the auditors;

7. if necessary, the number of the members of the board of directors and the auditors;


8. if necessary, the members of the board of directors;

9. if necessary, the auditor(s); and

dealt with:

10. other matters contained in the notice to the meeting.