Translated from the original Finnish:
ILMARINEN MUTUAL PENSION INSURANCE COMPANY - ARTICLES OF ASSOCIATION
Company code: 0107638-1
Trade Register number: 162.625
Company: Ilmarinen Mutual Pension Insurance Company
Processing office: Trade Registry, Arkadiankatu 6 A, FIN-00100 Helsinki, Finland, tel. 09 - 6939 500
Content of copy: Articles of Association valid 14 May 2009
The Act on the Right of Foreigners and Certain Organizations to Own and Possess Real Property and Shares of Stock was repealed on January 1, 1993. Provisions in the Articles of Association and in any by-laws based on this Act and entries made under it are void.
The data have been printed out automatically from the Trade Register System. If printed on the National Board of Patents and Registration paper, the document is an original even without a signature.
ARTICLES OF ASSOCIATION
§1 Name and domicile of the company
The name of the company is Keskinäinen Eläkevakuutusyhtiö Ilmarinen [in Finnish], Ömsesidiga Pensionsförsäkringsbolaget Ilmarinen in Swedish and Ilmarinen Mutual Pension Insurance Company in English.
§2 The company is domiciled in Helsinki.
§3 Lines of insurance underwritten by the company
The lines of insurance underwritten by the company comprise earnings-related pension insurance under the Employees’ Pensions Act and the Self-Employed Persons’ Pensions Act, and directly related reinsurance.
§4
Ownership
The following are company shareholders:
- any policyholder who has a valid insurance contract with the company that was taken out in accordance with the Employees’ Pensions Act, and who also had such a valid insurance contract with the company during the preceding calendar year,
- any policyholder who has a valid insurance policy with the company that was taken out in accordance with the Self-Employed Persons’ Pensions Act at the latest during the preceding calendar year, and
- all persons insured jointly under one policyholder who are covered by a valid insurance contract with the company that was taken out by the policyholder in accordance with the Employees’ Pensions Act, provided that the policyholder also held such a valid insurance contract during the preceding calendar year, and
- any guarantee share owner.
§5 Shareholders are not liable for the commitments of the company.
§6 Capital
The company’s capital is composed as follows: restricted capital guarantee capital amounting to EUR 22,994,653.31 distributed among 13,672 guarantee shares numbered from 1 to 13672; and non-restricted capital contingency fund.
The company has no basic reserves.
The shareholders’ meeting may decide on any other reserves that may be needed.
§7 Ownership of the company’s assets
On the liquidation or dissolution of the company, or transfer of the insurance portfolio, or in connection with any other similar arrangement involving the distribution of assets, the guarantee shareholders shall be considered entitled to a proportion of the company’s assets in excess of debts that is equal to the proportion of guarantee shares invested in the company’s own capital and to a reasonable return on that investment calculated as defined in §8. The rest of the assets in excess of debts belong to the policyholders as part of the insurance portfolio and must be used towards securing pension coverage for the insured persons.
This Article shall be entered in the guarantee share certificates.
§8 Interest paid on the guarantee capital
Annual interest corresponding to a reasonable return shall be paid on the guarantee capital, this rate of interest being equal to the technical rate of interest determined
- for insurance under the Employees’ Pensions Act, plus one percentage point.
The decision on payment of the interest on the guarantee capital is taken annually at the shareholders’ meeting, with due consideration to the restrictions imposed by law on the distribution of profits. Any interest remaining unpaid as a consequence of such restrictions shall be paid in the first year in which no such restrictions on the distribution of profits apply to the company.
This Article shall be entered in the guarantee share certificates.
§9 Repayment of guarantee capital and redemption of guarantee shares
Repayment of guarantee capital shall be made at the value obtained by dividing the amount of the guarantee capital by the number of guarantee shares, in proportion to the guarantee capital accounted for by each guarantee share holder.
The guarantee capital cannot be repaid if restrictions on the distribution of profits as referred to in §8 above apply to the company.
If a guarantee share has been transferred to someone other than an existing guarantee shareholder, the recipient of the transfer shall immediately notify the Board of Directors of the company about the transfer in writing. The company and the guarantee shareholders have the right to redeem such shares on the following terms:
1. The primary right of redemption lies with the company and the secondary right with those guarantee share holders who owned one or more guarantee shares at the time of transfer of the guarantee share to be redeemed.
2. Should the company not exercise its right of redemption, the Board of Directors shall, at the latest within 30 days of having received notification of the transfer of the guarantee share, notify the guarantee share holders of the share transfer and state that the company will not exercise its right of redemption. The notification must be sent by registered mail to the addresses that each guarantee share holder has last indicated to the company, and it shall include information on the number of guarantee shares transferred, the redemption price and the date by which the claim for redemption shall be made at the latest.
3. Any guarantee shareholder who wishes to exercise his right of redemption must give written notice thereof to the Board of Directors at the latest within 45 days of the above notification of transfer to the Board of Directors.
4. If several guarantee shareholders wish to exercise their right of redemption, the guarantee shares shall be distributed among those who have exercised their right of redemption in proportion to the number of guarantee shares held previously by them. If any guarantee shares remain, allocation of the remaining guarantee shares among those exercising their right of redemption shall be determined by the drawing of lots.
The distribution and the drawing of lots shall be carried out at a meeting of the Board of Directors.
5. The redemption price of a guarantee share is obtained by dividing the amount of the guarantee capital by the number of guarantee shares.
6. The redemption price shall be paid into the company bank account indicated by the company’s Board of Directors within one month of the claim for redemption.
Redemption of guarantee shares must also comply with the provisions of section 7 of the Employment Pension Companies Act regarding the notification obligation.
This Article shall be entered in the guarantee share certificates.
§10 Shareholders’ meeting
At shareholders’ meetings, those shareholders mentioned under §4 of these Articles of Association shall be entitled to vote.
In the case of insured persons, the voting entitlement at the shareholders’ meeting shall be exercised for each policyholder by a representative elected by the persons insured under that policyholder from amongst themselves. The representatives to the shareholders’ meeting shall be elected for each line of insurance from among the representatives of personnel groups as specified under the Act on Cooperation in Enterprises. In the event of disagreement about the representative, or if the said Act does not apply to the company, an election or other such elective procedure shall be held, for the arrangement of which the respective employees shall be responsible. The election or elective procedure shall be so arranged that all the employees whose representative is elected shall have an opportunity to participate therein. Only one representative can be elected for each policy. The representative must submit a dated power of attorney or otherwise demonstrate authorization to represent the relevant insured persons at the shareholders’ meeting.
At the shareholders’ meeting, those entitled to vote may do so by proxy. The authorized representative must submit a dated power of attorney or otherwise demonstrate authorization to represent the shareholder in question.
At the shareholders’ meeting, each policyholder with insurance under the Employees’ Pension Act as referred to in §4 shall have at least three votes, and the persons insured under the policyholder shall have at least one vote per line of insurance per policyholder; also, the policyholder and the insured persons are awarded additional votes on the basis of insurance contributions paid for basic insurance under the Employees’ Pension Act in the previous calendar year thus: for each full EUR 750 of insurance contributions, one additional vote will be awarded. The additional votes awarded on the basis of insurance contributions are divided between the policyholder and the insured persons in a proportion determined by the average contribution percentage. If the policyholder has several valid insurance contracts with the company, insured persons’ votes are divided amongst the representatives of the insured persons according to the proportion of insurance contributions paid for each line of insurance. The number of votes thus obtained shall be rounded up to full votes.
At the shareholders’ meeting, each policyholder with insurance under the Self-Employed Persons’ Pensions Act as referred to in §4 shall have at least one vote; also, the policyholder is awarded additional votes on the basis of the insurance contributions paid for insurance under the Self-Employed Persons’ Pensions Act in the preceding calendar year thus: for each full EUR 3,000 of insurance contributions, one additional vote will be awarded.
For the period January 1, 2009 to December 31, 2009, a guarantee shareholder shall have 25 votes for each guarantee share.
For the period January 1, 2010 to December 31, 2010, a guarantee shareholder shall have 15 votes for each guarantee share.
As of January 1, 2011, a guarantee shareholder shall have 5 votes for each guarantee share.
§11 At the shareholders’ meeting, no single participant may cast, on one’s own behalf or by proxy, more than one tenth of all votes represented at that meeting. Also, the combined number of votes held by guarantee share holders represented at the meeting may be no greater than the combined number of votes held by policyholders and insured persons represented at the meeting.
§12 The annual general meeting is held each year before the end of May on a date determined by the Board of Directors. An extraordinary meeting of shareholders shall be held whenever the Board of Directors or the Supervisory Board deems there is reason for it or whenever it shall otherwise be held according to the Finnish Insurance Companies Act.
A call to the annual general meeting shall be issued by publishing the call convening the meeting in at least two newspapers published in the city of Helsinki and determined by the Board of Directors. Other notifications to shareholders shall be published in the same manner. Calls convening the meeting shall be delivered not earlier than two months and not later than one week prior the last day for registration under the Articles of Association.
The call shall state the matters to be dealt with at the meeting. If amendment of the Articles of Association of the company is on the agenda, the principal content of the amendment shall be stated in the invitation to the meeting. In order to be allowed to participate in the meeting, a shareholder is required to register for the meeting no later than on the day mentioned in the invitation convening the meeting, which must not be earlier than seven days prior to the meeting.
The validity of insurance taken out in accordance with the Employees’ Pensions Act or the Self-Employed Persons’ Act is verified in connection with the shareholder’s registration for the meeting.
§13 The shareholders’ meeting is opened by a person nominated by the convener. Those entitled to vote shall elect the chairman of the meeting.
The minutes of the meeting shall be kept by a secretary appointed by the chairman. The minutes shall be signed by the chairman and by the minutes checker elected for the task by the meeting.
§14 In order to amend the Articles of Association, it is required that the proposed amendment is supported by shareholders who represent 2/3 of the votes cast. Other matters are decided by a simple majority of votes, unless a qualified majority is required by the legislation that applies to the company. In the event of a tie, the chairman shall have the casting vote, except in the case of elections, where the decision shall be made by the drawing of lots. Any vote taken shall be conducted by secret ballot if this is requested by any of the shareholders present.
§15 At the annual general meeting of shareholders the following shall be
presented:
1) the financial statements and annual report;
2) the auditors’ report;
3) the voting committee’s proposal on the fees of the members of the Supervisory Board, on the grounds for reimbursement of their travel expenses, and on the members to be elected to the Supervisory Board;
decided:
4) adoption of the financial statements and the consolidated financial statements;
5) allocation of the profit shown in the balance sheet;
6) granting of discharge from liability to the members of the Board of Directors, the Supervisory Board and the President;
7) the fees of the members of the Supervisory Board, and the grounds for reimbursement of their travel expenses;
8) the grounds for reimbursement of fees and travel expenses incurred in the auditing;
elected:
9) members of the Supervisory Board;
10)the auditor and a deputy auditor if necessary;
discussed:
11)any other business stated in the invitation convening the meeting.
§16 Supervisory Board
The Supervisory Board shall consist of 28 members elected at the annual general meeting for two years at a time. At least half of the members shall be elected from among persons nominated by central labour market organizations representing employers and employees, in such a way that both employers’ and employees’ organizations have an equal number of representatives.
The term of office of a member begins at the close of the meeting at which that person was elected and ends at the close of the second annual general meeting following the election.
If any member resigns or forfeits competence in mid-term, a new member shall be elected to replace that member for the remainder of the term, at the annual general meeting or at an extraordinary meeting of shareholders. If the members remaining on the Supervisory Board constitute a quorum, the election can be postponed until the following meeting of shareholders at which an election should in any case be held.
Half of the members of the Supervisory Board resign each year. To even out the length of their terms so as to ensure this, those present at the shareholders’ meeting may order a term of office shorter than stipulated in subsection 2 for a member. If the number of members of the Supervisory Board is increased, the term of office of each new member shall be determined before the election.
A person who has reached the age of 68 by the election date is not eligible for election to the Supervisory Board.
§17 The Supervisory Board elects a chairman and two vice chairmen from among its members each calendar year. The chairman or one of the two vice chairmen shall be a person recommended by the representatives of the insured persons. If the person recommended by the representatives of the insured persons is not elected to the chair, that person shall act as the primary vice-chair.
The Supervisory Board shall be convened by the chairman.
The Supervisory Board is quorate when more than one-half of its members are present. Matters are decided by a simple majority. If the voting ends in a tie, the chairman shall have the casting vote, except in the case of elections, where the decision shall be made by the drawing of lots.
Minutes shall be kept of meetings of the Supervisory Board, and they shall be signed by the chairman of the meeting and by a member appointed by the Supervisory Board.
§18 It is the responsibility of the Supervisory Board to supervise the administration of the company as managed by the Board of Directors and the President. For this purpose, the Supervisory Board shall also choose an appropriate number of its members in turn to inspect the company’s pension decision practice and investment operations.
The Supervisory Board shall appoint the voting committee and decide on the fees and reimbursement of travel expenses of the members and deputy members of the Board of Directors and the voting committee.
§19 Board of Directors
The Supervisory Board elects 12 members and four deputy members to the Board of Directors for four years at a time.
The Supervisory Board may order that each member shall have a deputy member, that two or more members shall have the same deputy member, or that the deputy member shall be personal.
At least one-half of the members and deputy members of the Board of Directors shall be elected from among persons nominated by central labour market organizations representing the employers and the employees, in such a way that the number of members and deputy members chosen from among the candidates from employers’ and employees’ organizations is equal.
No member of the Board of Directors shall be a member of the Supervisory Board.
The term of office of a Board member or a deputy member begins at the beginning of the financial period following the election and expires at the close of the fourth financial period after the election.
The term of office of a member or a deputy member elected to replace a member who has resigned expires when the term of office of the member who has resigned would have expired.
§20 At the beginning of each calendar year, the Board of Directors elects a chairman and two vice chairmen from among its members. The chairman or one of the two vice chairmen shall be a person elected to their post on the recommendation of the representatives of the insured persons. If the person recommended by the representatives of the insured persons is not elected chairman, that person shall act as primary vice chairman.
The Board shall be convened by the chairman.
The Board of Directors shall be deemed quorate when more than half of its members are present. A motion is carried if more than half of the members present are in favour. In the case of a tie, the chairman shall have the casting vote, except in the case of elections, where the decision shall be made by the drawing of lots. However, a motion will only be carried if more than 2/3 of the members present are in favour when deciding on or making a proposal to the shareholders’ meeting regarding increases or decreases in the guarantee capital; merger of the company with another company transfer or receipt of insurance portfolio; guarantee capital; distribution of profits; or the investment plan.
§21 It shall be the function of the Board of Directors to direct and attend to the administration of the company and the appropriate organization of its activities. The Board of Directors shall ensure that the supervision of the bookkeeping and financial administration isproperly organised. In addition, the Board of Directors shall prepare the matters to be dealt with at shareholders’ meetings and select development committees at least for preparing nominations, fees and audits proposed by the Board. The Board shall also compile the company investment plan.
§22 President, Executive Vice Presidents and Senior Vice Presidents
The company has a President, appointed by the Board of Directors. The Board of Directors may also appoint a Deputy to the President.
The company may also have Executive Vice Presidents and Senior Vice Presidents. The Board of Directors shall appoint the Executive Vice Presidents and the Senior Vice Presidents working as immediate subordinates to the President. The President shall appoint the other employees.
§23 Voting committee
The Supervisory Board selects six members for the voting committee each calendar year. Members of the voting committee shall be members of the Supervisory Board or the Board of Directors. The voting committee shall have a chairman and a vice chairman, one of whom shall be a person nominated by the representatives of the insurance holders.
Half of the members elected to the voting committee shall be elected from among persons nominated by representatives of policyholders, and the remaining half from among persons nominated by representatives of insured persons on the Supervisory Board.
The voting committee prepares a proposal regarding the members of the Supervisory Board and a proposal regarding the fees and reimbursement of travel expenses to members of the Supervisory Board, to be submitted to the shareholders’ meeting. Also, the voting committee prepares a proposal regarding the members of the Board of Directors and a recommendation on the fees and reimbursement of travel expenses to members of the Board, to be submitted to the Supervisory Board.
The voting committee shall be deemed quorate if more than half of its members are present. Motions are carried by simple majority vote. In the case of a tie, the chairman shall have the casting vote, except in the case of elections, where the decision shall be made by the drawing of lots. The voting committee shall be convened by the chairman.
§24 Authorization to sign for the company
The chairman of the Board of Directors, the President and any employee of the company separately authorized by the Board of Directors are entitled to sign for the company, any two of them jointly.
§25 Auditors
For the auditing of the company’s financial statements, accounting records and administration, the annual general meeting shall elect an auditor or auditing corporation certified by the auditing board of the Central Chamber of Commerce, for one year at a time. If the auditor elected is not an auditing corporation, the annual general meeting shall also elect a deputy auditor. The term of office of an auditor expires at the close of the first annual general meeting following the election.
§26 Financial period
The financial period of the company is the calendar year.