DOVRE GROUP PLC ARTICLES OF ASSOCIATION - UNOFFICIAL ENGLISH TRANSLATION
Article 1 - Registered Commercial Name
The commercial name of the company is Dovre Group Oyj. The commercial name in English is Dovre Group Plc. The commercial name in Swedish is Dovre Group Abp.
Article 2 - Registered Office
The registered office of the company is situated in Espoo, Finland.
Article 3 - Field of Business
The field of business of the company is to practice management consultancy and to produce and market different kind of project management and project planning services. In addition, the company’s field of business is to import, develop, sell and market software and hardware in relation to ICT-sector as well as research, training, publishing and consultancy in connection to the business field. The company may practice security trading, rent business premises and machinery and equipment in relation thereto, and, produce and sell management services. The company may own real estate.
Article 4 - Book-Entry Securities System
The company shares belong to the book-entry securities system.
Article 5 - Board of Directors
The Board of Directors of the company is composed of no less than three (3) and no more than eight (8) members. Their term ends at the end of the first Annual General Meeting following the election.
In the first meeting after the election of the Board of Directors, the Board appoints one member to be the Chairman of the Board and another member to be the Vice-Chairman of the Board, whose term lasts until the end of the first Annual General Meeting following the election.
Article 6 - Chief Executive Officer
The Chief Executive Officer shall be appointed and discharged by the Board of Directors.
Article 7 - Representing the company
The CEO and the chairman of the Board of Directors alone or two members of the Board of Directors together represent the company. In addition, the Board of Directors may authorize or give nominated persons a procuration to represent the company.
Article 8 - Financial Year
The financial year of the company begins on the first day of January and ends on the last day of December.
Article 9 - Auditors
The company has minimum one and maximum two KHT-auditors (authorized by the Central Chamber of Commerce of Finland). In case the company has only one auditor who is not an auditing firm designated by the law or the General Meeting considers otherwise necessary, one or two deputy auditors will be elected. The auditors' term ends at the end of the first Annual General Meeting following the election.
Article 10 - General Meeting
The Annual General Meeting is held at the date and time designated by the Board of Directors not later than within six (6) months after the end of the financial year. The General Meeting can be held at the registered office or in Helsinki or Vantaa.
In the Annual General Meeting,
the following documents must be presented:
1. annual accounts for both the parent company and the group;
2. annual report; and
3. auditor's report;
the following matters must be decided on:
4. approval of the annual accounts;
5. the use of the profit shown in the balance sheet;
6. discharge from liability for the members of the Board of Directors and the CEO;
7. remuneration payable to the members of the Board of Directors; and
8. number of members of the Board of Directors and number of auditors;
and the following persons must be elected:
8. members of the Board of Directors, and
9. auditors and deputy auditor, if needed.
Article 11 - Advance Registration
In order to participate in the General Meeting, a shareholder must register at the company before the registration date and time specified in the notice of the meeting. Registration can be determined to end not earlier than ten (10) days before the meeting.
Article 12 - Notice of Meeting
The notice of the General Meeting must be send to the shareholders not earlier than three (3) months and not later than twentyone (21) days before the meeting by publishing the notice of the meeting on the company's internet pages or by sending the notice to the shareholders by registered mail to the address registered in the shareholders' register.
Article 13 - Arbitration Clause
A dispute between the company and the Board of Directors, the member of the Board of Directors, the CEO, the auditor or the shareholder is settled by arbitration. The arbitrators are appointed by the Board of Arbitration of the Central Chamber of Commerce of Finland and the arbitration proceedings comply with the rules of this Board.