Articles of Association

Articles of Association for Viking Line Abp (Finnish Business Identity Code 0144983-8)


Section 1. The name of the Company is Viking Line Abp and its domicile is the city of Mariehamn.

The Company operates shipping and related businesses, hotel and restaurant businesses and rental of apartments, and it may acquire, own and possess vessels, real estate and other property.

Section 2. The Company's minimum share capital is EUR 720,000 and its maximum share capital is EUR 2,880,000. Within these limits, share capital may be increased or decreased without amending the Articles of Association.

The minimum number of shares is 3,600,000 and the maximum number is 14,400,000.

Section 3. The Company's shares are connected to the Finnish book-entry securities system.

Section 4. The Company's Board of Directors consists of a Chairman and six other members, plus three deputy members. The Chairman, other Board members and deputy members are elected at the Annual General Meeting of shareholders for a term ending at the close of the next Annual General Meeting. In case the Chairman or a member of the Board will be absent, he or she has the primary responsibility for nominating the deputy who will be summoned in his/her place.

The minutes kept at each meeting of the Board are signed by all Board members who were present.

Section 5. The Company has a President and CEO, appointed by the Board of Directors, who shall handle the day-to-day administration of the Company in accordance with instructions and regulations issued by the Board.

The President and CEO alone, two Board members jointly or a person or persons whom the Board has empowered to do so by proxy are entitled to sign documents on behalf of the Company.

Section 6. The Company's financial accounts are closed in accordance with the calendar year.

Section 7. The Company has at least one Auditor and one Deputy Auditor. The Auditors and their Deputy are elected at the Annual General Meeting for a term ending at the close of the next Annual General Meeting.

The Auditors should provide the Board with the minutes of the annual audit and their written Auditors' Report. This Auditors Report is presented at the Annual General Meeting, together with any related declaration by the Board.

Section 8. The Annual General Meeting shall be held after the close of each financial year on a date set by the Board of Directors before the end of June. Extraordinary General Meetings are held as often as the Board finds these necessary, as well as in cases where the preceding General Meeting has made a decision to this effect or when shareholders together representing at least 1/10 of the total number of shares in the Company, or an Auditor, call for such a meeting and state the purpose for doing so.

A General Meeting shall be officially announced by running an advertisement in a newspaper published in the Company's place of domicile.

Shareholders who wish to participate in the meeting shall notify the Company's Board of Directors to this effect no later than a date set by the Company's Board, which may not be earlier than two weekdays before the General Meeting.

Section 9. The items on the agenda of the Annual General Meeting are:
a) the financial statements as well as the Report of the Directors,
b) the Auditors' Report,
c) a statement in response to any comments that the Auditors may have issued.

The General Meeting then votes on the following issues:
d) adoption of the financial statements and consolidated financial statements for the preceding financial year
e) discharge of the Company's Board of Directors and President and CEO from liability for that year,
f) distribution of the earnings shown in the adopted balance sheet,
g) the number of Auditors and Deputy Auditors,
h) the fees payable to the Chairman of the Board, other Board members and deputy members and the Auditors,
i) other items mentioned in the official announcement of the Meeting.

The meeting then
j) elects a Chairman of the Board and other Board members as well as deputy members,
k) elects the number of Auditors and Deputy Auditors that it has decided.

Section 10. Shareholders are entitled to vote in person or through a proxy at the shareholders' meeting.

When voting on motions and electing individuals, each share represented at the meeting is entitled to one vote. However, no one who is present may vote on behalf of more than 1/4 of the shares represented at the meeting. Votes on motions and elections of individuals take place openly but are carried out by secret ballot if anyone requests this. If the vote in an election results in a tie, the matter is decided by drawing lots, whereas if there is a tie in a vote on a motion, the matter is decided by the Chairman of the Board.

To be valid, a decision to amend these Articles of Association or to dissolve the Company shall have the support of at least 3/4 of the votes represented at the meeting.

Section 11. In other respects, the provisions of the Finnish Companies Act shall apply.

 

The above text is an unofficial translation from Swedish of the Articles of Association.