Articles of association

1 § Name

The business name of the company is GRK Infra Oyj. The company’s parallel business name is in Swedish GRK Infra Abp and in English GRK Infra Plc.

2 § Domicile

The domicile of the company is Vantaa.

3§ Line of business

The company’s line of business is infrastructure construction, including civil engineering, road, environmental, industrial, and rail construction, environmental technology and paving services, along with the production of related materials, project planning, execution, management, and maintenance and installation services. The company may also engage in other construction activities, provide other services related to its business, manufacture and sell construction materials and precast elements, lease construction machinery and equipment, as well as trade properties and shares, and lease properties with buildings. The company may also engage in other activities related to the aforementioned operations. The company may conduct its business activities directly or through its subsidiaries and associated companies. The company’s line of business also comprises group administration and financial services.

4§ Board of Directors and Chief Executive Officer

The company has a Board of Directors consisting of 5-7 ordinary members. The term of office of the members of the Board of Directors ends at the close of the next Annual General Meeting following their election.

The company has a Chief Executive Officer, who is elected by the Board of Directors.

5 § Representation of the company

In addition to the Board of Directors, the company shall be represented by the Chairman of the Board of Directors and the Chief Executive Officer alone, and by two ordinary members of the Board of Directors jointly.

The company’s Board of Directors may grant a designated person a right to represent the company, either alone or together with another person.

6 § Auditor

The company shall have one auditor who shall be an auditing firm in accordance with the Auditing Act, and whose principal auditor is an Authorised Public Accountant.

The term of office of the Auditor shall expire at the close of the next Annual General Meeting following the election.


7 § Sustainability reporting assurance provider

One Authorized Sustainability Audit Firm, whose principal sustainability reporting assurance provider shall be an Authorized Sustainability Auditor, shall be elected as the company’s sustainability reporting assurance provider.

The term of office of the sustainability reporting assurance provider shall expire at the close of the next Annual General Meeting following the election.

8 § Notice of the General Meeting, registration for the General Meeting and the venue of the General Meeting

Notice of the General Meeting shall be delivered no earlier than three months and no later than three weeks before the General Meeting, however at least nine days before to the record date set for the General Meeting. The notice must be delivered to the shareholders by an announcement published on the company’s website.

To participate in a General Meeting, a shareholder must register with the company at the latest by the date and time decided by the Board of Directors specified in the notice, which shall not be earlier than ten days before the General Meeting.

The General Meeting shall be held in Vantaa or Helsinki. However, the Board of Directors may decide that the General Meeting will be held without a meeting venue so that shareholders exercise their decision-making power during the meeting in full and in real time using telecommunication connections and technical means.

9§ Annual General Meeting

The Annual General Meeting shall be held within six months of the end of the financial period. At the Annual General Meeting

the following shall be presented:

• the financial statements, including the consolidated financial statements;
• the annual report;
• the auditor’s report; and

the following shall be decided:

• the adoption of the financial statements and consolidated financial statements;
• the use of the profit shown on the balance sheet;
• the discharge from liability for the members of the Board of Directors and the Chief Executive Officer;
• if necessary, adoption of the Remuneration Policy;
• adoption of the Remuneration Report;
• the remuneration to be paid to the members of the Board of Directors, the auditor and the sustainability reporting assurance provider;
• the number of members of the Board of Directors; and

the following shall be elected:

• the members of the Board of Directors;
• the auditor and the sustainability reporting assurance provider; and

the following shall be handled:

any other matters included in the notice of the General Meeting.

10 § Book-entry system The company’s shares are recorded in the book-entry system.