Governance

Governance

The Finnish Companies Act, securities markets legislation, the rules of the Nasdaq First North Growth marketplace, the company’s Articles of Association and other regulations applicable to the company are followed in the decision-making and governance of Fifax. In addition, Fifax follows ethical principles and operating models defined by the company itself.

In accordance with the Finnish Companies Act and the company’s Articles of Association, the governance and management of the company is divided between shareholders, the Board of Directors and the CEO. The Management Team assists the CEO in the daily management of the company’s operations.

Shareholders participate in the supervision and governance of the company through resolutions made at General Meetings of shareholders. A General Meeting is usually convened upon notice by the Board of Directors. In addition, a General Meeting must be held when considered necessary by the Board of Directors, if the company’s auditor or shareholders representing at least one-tenth of all of the company’s shares demand in writing that a General Meeting must be convened.

According to Fifax’s Articles of Association, the Board of Directors consists of at least three (3) and at most seven (7) members. The term of office of the members of the Board of expires at the closing of the next Annual General Meeting following their election. The duty of the Board of Directors is to oversee the administration of the company and ensure the appropriate organisation of the company’s operations. The company’s Board of Directors appoints the CEO and decides on the terms and conditions of the CEO’s service, which have been defined in an executive contract in writing.

Articles of Association

The Company’s Extraordinary General Meeting of Shareholders has resolved to remove the redemption clause from the Articles of Association. The removal of the clause will be notified to the Finnish Trade Register in connection with the registration notification of the new shares issued in the company’s IPO, or immediately before it.

The Articles of Association described below is an unofficial English language translation of the Swedish language Articles of Association, which shall be valid as of the First North Listing of the company (without the redemption clause).

1§
The company’s business name is FIFAX Plc.
The company’s Finnish language parallel business name is FIFAX Oyj and its English language parallel business name is FIFAX Plc.
The company’s domicile is Eckerö.

2§
The purpose of the company’s operations is to conduct growing and processing of fish. The company may also own, possess and conduct trade in real estate and securities.

3§
The shares of the company shall belong to the book-entry system after the confirmed registration period.

4§
The company has a Board of Directors which consists of three (3) to seven (7) members.
The General Meeting of shareholders shall elect the Chairman of the Board of Directors.
The term of office of the members of the Board of Directors commences at the closing of the General Meeting electing them and expires at the closing of the next Annual General Meeting following the election.

5§
The company has a Chief Executive Officer, elected by the Board of Directors.

6§
The company is, in addition to the Board of Directors, represented by the Chairman of the Board of Directors and the Chief Executive Officer, each alone, as well as by two (2) members of the Board of Directors jointly. In addition, the Board of Directors may also give a designated person a procuration right or a right to represent the company.

7§
The company has at least one (1) auditor that shall be an auditing firm approved by the Finnish Patent and Registration Office (FPRO).
The auditor’s term of office begins from the closing of the General Meeting that elected the auditor and expires at the closing of the next Annual General Meeting following the election.

8§
The notice of the General Meeting shall be delivered in accordance with the provisions of the Finnish Limited Liability Companies Act governing the time and manner of the notice. If the company’s shares are being traded on a regulated market or a multilateral trading facility, the notice of the General Meeting shall, departing from the above-mentioned, be delivered by means of a notice published on the company’s website no earlier than three (3) months and no later three (3) weeks prior to the General Meeting. The notice must in any case be delivered by no later than nine (9) days before the record date of the General Meeting in accordance with the Finnish Limited Liability Companies Act.

To be entitled to attend the General Meeting, a shareholder must register with the company in the manner and within the timeframe specified in the notice of the General Meeting. The final date of registration may not be earlier than ten (10) days before the General Meeting. In addition to the company’s place of domicile, the General Meeting may also be held in Mariehamn or Helsinki.

9§
The Annual General Meeting shall be held annually on a date specified by the Board of Directors within six (6) months from the end of the financial period.
At the Annual General Meeting the following shall be presented:

1. the financial statements, including possible consolidated financial statements;
2. the report of the Board of Directors; and
3. the auditor’s report;
   decided upon:
4. the adoption of the financial statements;
5. any use of the profit or other unrestricted capital shown on the balance sheet;
6. the discharge of the members of the Board of Directors and the Chief Executive Officer from liability;
7. the number of members of the Board of Directors and their remuneration; and
8. the renumeration of the auditor;
   elected:
9. the Chairman and the other members of the Board of Directors; and
10. the auditor; as well as
    addressed:
11. any other matters included in the notice of the General Meeting

Remuneration

According to the Finnish Companies Act, the Annual General Meeting of Shareholders decides on the fees payable to the members of the company’s Board of Directors.

The Company’s Annual General Meeting held on 10 May 2021 resolved that the remuneration of members of the Board of Directors, who are not employees of the Company, is EUR 3,500 per year and EUR 200 per month, amounting to total of EUR 5,900 annually. In addition, daily allowances in accordance with applicable general terms are paid and all travel expenses are reimbursed. In addition, the Annual General Meeting resolved that if Fifax is listed on First North, the Chairman of the Board of Directors shall be paid a remuneration of EUR 3,000 per month, and other members of the Board of Directors shall each be paid a remuneration of EUR 1,500 per month.

The company’s Board of Directors decides on the remuneration and its terms of the CEO and the members of the management team. The remuneration of the management team and the CEO consists of a monthly salary, customary fringe benefits and incentives as in force from time to time.

The pension benefits of the Company’s CEO and the other members of the management team are determined in accordance with law and customary practice. The Company has no active supplementary pension or insurance plans provided for the CEO nor for the other members of the management team.

Risk management

Anyone considering an investment in Fifax should carefully review the risk factors described in the EU Growth Prospectus prepared by the company.

The EU Growth Prospectus is available on this site.

Insider administration

In matters concerning inside information, Fifax follows relevant regulations, such as Regulation (EU) 2014/65 (the “Market Abuse Regulation” or “MAR”, as well as the insider guidelines of Nasdaq Helsinki. The company has also compiled its own insider guidelines.

Fifax’s CFO is responsible for the company’s insider guidelines and administration of insider matters.

Management transactions

Fifax’s persons discharging managerial responsibilities and their closely associated persons shall notify Fifax and the Finnish Financial Supervisory Authority of all transactions they’ve made with financial instruments of Fifax without delay and at the latest within three working days of the transaction. Fifax publishes such transactions as company releases without delay, at the latest within two working days of receiving a notification.

At Fifax, the managers with the obligation to notify transactions include the members of the company’s Board of Directors, the CEO and the CFO.

The transaction shall be notified by using the official transaction notification form, which needs to be emailed to Fifax by using the email address transaktionsrapportering@fifax.ax and sent to the Financial Supervisory Authority by going to https://securemail.bof.fi and sending the form as a secured e-mail to johdonkaupat@finanssivalvonta.fi.

The notification duty applies to all transactions exceeding an annual aggregate threshold of EUR 5,000.

Auditor

The General Meeting of shareholders decides on the election and remuneration of the auditor. Fifax’s Annual General Meeting, which was held on 10 May 2021, resolved to elect PricewaterhouseCoopers Oy, Authorised Public Accountants the auditor for the year ending 31 December 2021 with Merja Lindh, Authorised Public Accountant, as the auditor with principal responsibility.

Certified Adviser

Fifax has entered into an agreement with Aktia Alexander Corporate Finance Oy on acting as the certified adviser in accordance with the Nasdaq First North Growth Market Rulebook. The certified adviser shall guide, support and update Fifax on its obligations according to the rules of the marketplace.

Contact information of the certified adviser:

Aktia Alexander Corporate Finance Oy
Pohjoisesplanadi 37 A
FI-00100 Helsinki
tel. +358 50 520 4098