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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/28/04 Concordia Bus Finland OY Ab F-4 44:4.0M Merrill Corp/New/FA Swebus Fastigheter AB Swebus Express AB Swebus Busco AB Swebus AB Malmfaltens Omnibus AB Interbus AB Enkoping-Balsta Fastighetsbolag AB Alpus AB Concordia Bus Nordic AB Concordia Bus Nordic Holding AB Ingenior M.O. Schoyens Bilcentraler AS |
Document/Exhibit Description Pages Size
1: F-4 Registration Statement of a Foreign Private Issuer HTML 1.64M
for Securities Issued in a
Business-Combination Transaction
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 31K
11: EX-3.10 Articles of Incorporation/Organization or By-Laws HTML 31K
12: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 31K
13: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 31K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 26K
4: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 31K
5: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 33K
6: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 32K
7: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 30K
8: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 29K
9: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 27K
10: EX-3.9 Articles of Incorporation/Organization or By-Laws HTML 30K
14: EX-4.1 Instrument Defining the Rights of Security Holders HTML 595K
15: EX-4.3 Instrument Defining the Rights of Security Holders HTML 151K
16: EX-5.1 Opinion re: Legality HTML 23K
17: EX-5.2 Opinion re: Legality HTML 28K
18: EX-10.1 Material Contract HTML 140K
27: EX-10.10 Material Contract HTML 53K
28: EX-10.11 Material Contract HTML 51K
29: EX-10.12 Material Contract HTML 46K
30: EX-10.13 Material Contract HTML 55K
31: EX-10.14 Material Contract HTML 58K
32: EX-10.15 Material Contract HTML 58K
33: EX-10.16 Material Contract HTML 55K
34: EX-10.17 Material Contract HTML 50K
35: EX-10.18 Material Contract HTML 49K
36: EX-10.19 Material Contract HTML 54K
19: EX-10.2 Material Contract HTML 63K
37: EX-10.20 Material Contract HTML 104K
20: EX-10.3 Material Contract HTML 33K
21: EX-10.4 Material Contract HTML 24K
22: EX-10.5 Material Contract HTML 63K
23: EX-10.6 Material Contract HTML 61K
24: EX-10.7 Material Contract HTML 63K
25: EX-10.8 Material Contract HTML 60K
26: EX-10.9 Material Contract HTML 63K
38: EX-11.1 Statement re: Computation of Earnings Per Share HTML 27K
39: EX-21.1 Subsidiaries of the Registrant HTML 23K
40: EX-23.1 Consent of Experts or Counsel HTML 18K
41: EX-23.2 Consent of Experts or Counsel HTML 18K
42: EX-23.3 Consent of Experts or Counsel HTML 18K
43: EX-25.1 Statement re: Eligibility of Trustee HTML 182K
44: EX-99.1 Miscellaneous Exhibit HTML 51K
| Page | (sequential) | | | (alphabetic) | Top | |
|---|---|---|---|---|---|
| 1 | 1st Page - Filing Submission | ||||
| " | Exhibit 3.8 | ||||
| " | QuickLinks | ||||
Office translation from Finnish into English
NATIONAL
BOARD OF PATENTS AND REGISTRATION
Trade Register System
EXTRACT FROM THE TRADE REGISTER
Company:
Concordia Bus Finland Oy Ab
| Business Identity Code: | 0505988-8 | |
| Trade Register No. | 317.306 | |
| Date of registration: | 24 March 1983 | |
| Company form: | limited company | |
| Domicile: | Espoo |
Contact
information of the company:
Street address: Klovinpellontie 5, 02180 Espoo
Registered entries:
FIRM
(Registered 18 February 2000)
Concordia Bus Finland Oy Ab.
FIELD
OF BUSINESS (Registered 24 March 1983)
The company is engaged in professional car, lorry and bus transport; in acting as intermediary in chartered bus transport; in information, consultation and inspection services related to bus
transport; in selling cars and spare parts; and in travel agency business.
AUXILIARY
FIRM NAME (Registered 27 September 1995)
Transbus.
FIELD
OF BUSINESS OF AUXILIARY FIRM NAME (Registered 27 September 1995)
The company is engaged in professional bus transport in the metropolitan area under its auxiliary firm name.
AUXILIARY
FIRM NAME (Registered 17 January 1996)
Espoon Auto.
FIELD
OF BUSINESS OF AUXILIARY FIRM NAME (Registered 17 January 1996)
The company is engaged in professional bus transport in Uusimaa province under its auxiliary firm name.
AUXILIARY
FIRM NAME (Registered 14 April 1998)
Swebus Finland.
FIELD
OF BUSINESS OF AUXILIARY FIRM NAME (Registered 14 April 1998)
The company is engaged in professional bus transport in Helsinki, Espoo and Vantaa under its auxiliary firm name.
DOMICILE
(Registered 24 March 1983)
Espoo.
ACCOUNTING
PERIOD (Registered 18 February 2000)
The accounting period of the company begins on the first day of March and ends on the last day of February.
FOUNDATION
(Registered 24 March 1983)
The articles of association were approved in the constitutive meeting held on 9 February 1983.
AMENDMENT
OF ARTICLES OF ASSOCIATION (Registered 18 February 2000)
The articles of association were amended on 15 February 2000.
SHARE
CAPITAL (Registered 2 February 2002)
Share capital 3,363,758.53 euro, fully paid.
Shares 2,000.
Nominal value of a share 1,681.88 euro.
The nominal value is not an exact value.
MINIMUM
AND MAXIMUM CAPITAL (Registered 2 February 2002)
Minimum capital: 2,522,818.90 euro.
Maximum capital: 10,091,275.59 euro.
BOARD
OF DIRECTORS (Registered 27 February 2002)
Chairman:
02.03.1952 Larsen Frode
Ordinary members:
240458-087F Damstén Berndt Mikael
19.04.1954 Kervel Georg
27.02.1958 Mistry Vasant
OTHER
MANAGEMENT (Registered 9 July 2002)
Managing Director:
031267-033Y Gustafsson Jouni Juhani
AUDITORS
(Registered 6 February 2003)
Auditor:
Deloitte & Touche Oy, business identity code 0989771-5, Trade Register System
Auditor of principal responsibility:
201048-4617 Tuominen Jorma Antero
STATUTORY
REPRESENTATION (Registered 14 April 1994)
The company's name is signed by the board of directors by virtue of the Companies Act.
SIGNING
FOR THE COMPANY (Registered 11 January 1995)
In accordance with the articles of association, the name of the company is signed by a member of the board and the managing director together, as well as two members of the board of directors jointly.
EMPOWERED
AS SIGNATORIES (Registered 9 July 2002)
031267-033Y Gustafsson Jouni Juhani
The persons above are empowered as signatories to sign the name of the company jointly with following persons empowered to sign for the company:
270555-069V Tuokila Aku Johannes
140745-529B Tuomola Pertti Jouko Olavi
DOCUMENTS
CONCERNING FINANCIAL STATEMENT (Registered 30 June 2003)
The financial statement from the period 1 March 2002 - 28 February 2003.
PERSONAL
PARTICULARS IN FORCE
240458-087F Damstén Berndt Mikael, Finnish citizen, Siltatie 2 B 5, 00140 Helsinki
031267-033Y Gustafsson Jouni Juhani, Finnish citizen, Siltasaarenkatu 11 C 58, 00530 Helsinki
19.04.1954 Kervel Georg, Norwegian citizen, Ringsveien 15 B, 1368 Stabekk, Norja
02.03.1952 Larsen Frode, Norwegian citizen, Vendla 56, 1397 Nesøya, Norja
2
27.02.1958
Mistry Vasant, Citizen of the United Kingdom, Andrenbakken 15 B, 1392 Vettre, Norja
270555-069V Tuokila Aku Johannes, Finnish citizen, Korpilammentie 1b, 02970 Espoo
201048-4617 Tuominen Jorma Antero, Finnish citizen, Puotilantie 8 A 11, 00910 Helsinki
140745-529B Tuomola Pertti Jouko Olavi, Finnish citizen, Maisematie 10, 01390 Vantaa
HISTORY
OF FIRM NAME:
18.02.2000 - Concordia Bus Finland Oy Ab
14.04.1998 - 17.02.2000 Stagecoach Finland Oy Ab
25.01.1995 - 13.04.1998 Oy Swebus Finland Ab
24.03.1983 - 24.01.1995 HPT-Transbus Oy
Date
of enquiry: 14 May 2004
Source of information: Trade Register, Arkadiankatu 6 A, 00100 Helsinki.
– OVER –
3
Office translation from Finnish into English
CONCORDIA BUS FINLAND OY AB
ARTICLES OF ASSOCIATION
1
§ Trade name and domicile
The trade name of the company is Concordia Bus Finland Oy Ab and its domicile is the city of Espoo.
2
§ Field of business
The company's field of business is professional car, lorry and bus transport; acting as intermediary in chartered bus transport; information, consultation and inspection services related to bus
transport; selling cars and spare parts; and travel agency.
3
§ Minimum and maximum capital
The company's minimum share capital is fifteen million finnmarks (FIM 15,000,000), and the maximum share capital is sixty million euros finnmarks (FIM 60,000,000) within which limits the share capital
may be increased or decreased by the decision of the shareholders' meeting without amending the Articles of Association.
4
§ The nominal value of the shares
The nominal value of the shares is ten thousand finnmarks (FIM 10,000).
5
§ The Board of Directors
The company has a Board of Directors which consists of the minimum of four and maximum of six
ordinary members. The term of office of the Board of Directors ends at the closing of the shareholders' meeting following the election. The company has a Managing Director who is elected by the Board
of Directors.
6
§ Signing for the company
Authorised to sign for the company is the Board of Directors, members of the Board of Directors two together of the Managing Director together with one member of the Board of Directors. The Board of
Directors can authorise persons affiliated to the company of other persons two together or one person together with the Managing Director to sign the firm name.
7
§ Auditors
The company has one ordinary auditor and he has one substitute. The auditors shall be elected for the time being.
8
§ The summons to the shareholders' meeting
The summons to the shareholders' meeting shall be delivered to the shareholders by mail not before than 4 weeks and not later than 8 days before the meeting to the addresses provided by the
shareholders to the share register of the company.
9
§ The general shareholders' meeting
The general shareholders' meeting shall be held annually by the end of August the day the Board of Directors sets it for.
At the meeting:
shall be presented
shall be resolved on
shall be elected
10
§ Accounting period
The accounting period of the company ends early on the last day of February.
2