ARTICLES OF INCORPORATION OF PRIVANET GROUP PLC
1§ The Company name is Privanet Group Plc (Privanet Group Oyj in Finnish and Privanet Group Abp in Swedish).
2§ The registered office of the Company is situated in Helsinki.
3§ The Company’s business operations consist of business management consulting and investment, and development company operations.
4§ The Company has a Board of Directors that includes at least three and at most seven actual members whose term ends as the next general meeting after their selection ends.
5§ The Company has a CEO chosen by the Board. The Board may select a deputy CEO.
6§ The Company has one (1) principal auditor and one (1) deputy auditor, or alternatively one (1) approved accounting company can act as the auditor. All auditors must be authorized by the Chamber of Commerce. The auditors’ term ends as the next general meeting after their selection ends.
7§ The Company is represented by the Board, the Chairman of the Board and the CEO, both alone, or two Board members together. Additionally, the Board can authorize a particular person to represent the Company.
8§ General meeting invitations must be delivered at most three months before the general meeting consolidation date and at the latest three weeks before the general meeting, but at least nine (9) days before the general meeting consolidation date on the Company’s official website and by a stock exchange release. The Board may, at their discretion, announce the general meeting in one or more newspapers. To be able to participate in the general meeting shareholders must notify the Company of their participation by the date mentioned in the invitation, which may be at most 10 days before the meeting.
9§ The general meeting must be arranged annually on the date decided by the Board within six months of the end of the financial period in Helsinki, Espoo, or Vantaa.
At the general meeting, the following must be presented:
1. financial statement and directors’ report;
2. auditor’s report; decided:
3. confirming the financial statement, which also includes confirming the Group financial statement;
4. using the profit indicated by the confirmed balance sheet;
5. discharge of liability of Board members and CEO;
6. the number and remuneration of Board members and auditors; and chosen:
7. Board members and
10 § The Company’s financial period is from Jan 1st to Dec 31st.
11§ The Company’s shares belong to a book-entry system.
Privanet Group Plc
Business ID 2393665-6
Eteläesplanadi 24 A