LASSILA & TIKANOJA PLC ARTICLES OF ASSOCIATION 1 § Name and domicile The name of the Company is Lassila & Tikanoja Oyj and in English Lassila & Tikanoja plc. The Company's domicile is Helsinki. 2 § The Company's Field of Operations The field of operations of the Company is to practise, either directly or through subsidiaries or partnership companies, service activity and protection services belonging to the environmental management and property supervision and maintenance, as well as production and trade of products related to the above mentioned services and other related business activity. The field of operations of the Company is also the management and financing services of the Group. The Company may trade in securities and practise other investment activity. 3 § Book-entry system The Company's shares are incorporated in the book-entry system. 4 § Board of Directors The Board of Directors shall be responsible for the management of the Company and for the proper arrangement of the Company's operations. The Board of Directors shall consist of no less than three (3) and no more than seven (7) members elected by the General Meeting of Shareholders. The term of the members of the Board of Directors expires at the end of the next Annual General Meeting of Shareholders following his/her election. No person who is 70 years of age or older can be elected to the Board of Directors. The Board of Directors elects from among its members a chairman and a vice chairman of the Board of Directors. 5 § Managing Director The Company has a Managing Director who is elected by the Board of Directors. 6 § Auditors The Company has a minimum of one (1) auditor and a maximum of two (2) auditors and one (1) deputy auditor. At least one of the ordinary auditors shall be an entity of Certified Public Accountants or an individual approved by the Finnish Central Chamber of Commerce. Should an entity approved by the Central Chamber of Commerce become elected as auditor, no deputy auditor is elected. The term of the auditors shall be the financial year of the Company and the duties of the auditors expire at the end of the first Annual General Meeting of Shareholders following the election. 7 § Right to represent the Company The Chairman of the Board of Directors and the Managing Director, both alone, or two members of the Board of Directors together, have the right to represent the Company. The Board of Directors may authorise persons employed by the Company to represent the Company so that such persons represent the Company two together or each of them together with a member of the Board of Directors. 8 § Procuration On granting of procuration shall be decided by the Board of Directors. 9 § Financial year The financial year of the Company shall be the calendar year. 10 § Annual General Meeting of Shareholders The Annual General Meeting of Shareholders shall be held annually by the end of April on the date decided by the Board of Directors. The General Meeting of Shareholders shall be held in the Company's domicile. 11 § Invitation to General Meeting of Shareholders The invitation to the General Meeting of Shareholders shall be published in one newspaper appearing in the Company's domicile, not earlier than two months prior to the General Meeting of Shareholders and not later than one week before the date referred to in Chapter 4, Section 2, paragraph 2 of the Companies Act. 12 § Informing of participation in General Meeting of Shareholders In order to participate in the General Meeting of Shareholders, a shareholder must inform the Company of the participation at the latest on the date mentioned in the invitation. The date may not be earlier than ten (10) days before the General Meeting of Shareholders. At the General Meeting of Shareholders, no shareholder may cast more than one fifth (1/5) of the total number of votes represented at the General Meeting of Shareholders. 13 § Issues at the Annual General Meeting of Shareholders At the Annual General Meeting of Shareholders shall be presented: 1. the financial statements and the consolidated financial statements as well as the Board of Directors' report; 2. the auditor's report; shall be resolved on: 3. the adoption of the financial statements; 4. the use of profit shown in the balance sheet; 5. the discharge from liability to the members of the Board of Directors and to the Managing Director; 6. the remuneration of the members of the Board of Directors and the auditor; 7. the number of the members of the Board of Directors; shall be elected: 8. the members of the Board of Directors; and 9. the auditors, and when necessary, a deputy auditor. 14 § Redemption obligation A shareholder, whose ownership interest of all shares of the Company or of all votes of the shares - either alone or together with other shareholders as determined below - reaches or exceeds 33 1/3 per cent or 50 per cent (the "Shareholder subject to redemption obligation"), has the obligation to redeem the shares and other securities that, under the Companies Act, entitle to shares that are held by the other shareholders (the "Shareholders entitled to redemption"), at their request and in accordance with the provisions of this Clause. When calculating the ownership interest of a shareholder of all shares of the Company and of the votes provided by them, also the following shares shall be included: - the shares owned by a corporation belonging according to the Finnish Companies Act to the same group as the shareholder, - shares that are owned by an undertaking that, when preparing consolidated financial statements under the Finnish Accounting Act, is considered to belong to the same group as the shareholder, - shares that are owned by the pension foundations or pension funds of the corporations and undertakings referred to above, and - shares that are owned by a corporation or undertaking not domiciled in Finland that, if it were domiciled in Finland, would be considered to belong as mentioned above to the same group as the shareholder. When the redemption obligation arises due to the aggregate ownership interests or aggregate votes, the Shareholders subject to redemption obligation shall be jointly and severally liable for the completion of the redemption with respect to the Shareholders entitled to redemption. A request for redemption that is made in such circumstances, shall be deemed to have been given to all Shareholders entitled to redemption even without a separate request. If two shareholders reach or exceed the limit of ownership interest or votes creating redemption obligation in such a way that both shareholders are obligated to redemption simultaneously, a Shareholder entitled to redemption is entitled to request redemption separately from either such Shareholder subject to redemption obligation. The redemption obligation does not apply to shares or securities entitling to shares, which the Shareholder entitled to redemption has acquired after the obligation to redemption has arisen. Redemption Price The redemption price of the shares shall be the higher of the following: a) the weighted average of the quotations of the share at the Helsinki Stock Exchange in the last ten (10) trading days before the date when the Company was notified by the Shareholder subject to redemption obligation of the reaching or exceeding of the limit for ownership interest or votes referred to above, or if the Shareholder subject to redemption obligation fails to notify the Company within the prescribed time limit or fails to do so entirely, when it came otherwise to the knowledge of the Board of Directors; b) the average price weighted by the number of shares, which price the Shareholder subject to redemption obligation has paid for the shares he/she has acquired or otherwise received during the last twelve (12) months prior to the date referred to in (a) above. If the consideration for any acquisition affecting the average price is denominated in any other currency than euros, such consideration shall be converted into euros by using the exchange rate determined by the European Central Bank for such currency seven (7) days prior to the date when the Board of Directors informs the shareholders about the possibility of redemption. The above provisions regarding the determination of a redemption price of shares shall also be applied when determining the redemption price for other securities to be redeemed. Redemption Procedure The Shareholder subject to redemption obligation shall notify the Board of Directors of the redemption obligation in writing to the address of the Company no later than seven (7) days after such obligation arose. The notification shall include the number of the shares held by the Shareholder subject to redemption obligation and the number and the price of the shares acquired or otherwise received by the Shareholder subject to redemption obligation during the last twelve (12) preceding months. The notification shall include an address where the Shareholder subject to redemption obligation can be reached. The Board of Directors shall inform the shareholders of the arising of the redemption obligation within 30 days of the date when it received the notification referred to above about the exceeding of the limits of ownership interest or votes, or, if such notification is not delivered or is delivered after the prescribed time limit, of the date when the Board of Directors otherwise became aware of the arising of the redemption obligation. The notification shall include the details of the time when the redemption obligation has arisen and information regarding determination grounds of the redemption price to the extent that the Board of Directors possesses such information, and the date by which the request for redemption must be made at the latest. The communication to shareholders shall be given by following the provisions regarding invitation to General Meeting of Shareholders in Clause 11 of the Articles of Association. The Shareholder entitled to redemption shall request redemption within 30 days of the date when the communication of the Board of Directors concerning the redemption obligation was published. The request for redemption, which is delivered to the Company, shall specify the number of shares and other securities that the Shareholder entitled to redemption requests to be redeemed. The Shareholder entitled to redemption shall deliver to the Company the possible share certificates or other documents entitling to receive shares together with his request, for purposes of delivery to the Shareholder subject to redemption obligation against payment of the redemption price. If the request has not been presented within the set time limit as prescribed above, the right of a shareholder to request redemption shall expire concerning the redemption situation in question. The Shareholder entitled to redemption has the right to cancel his request for redemption as long as no redemption has been completed. When the period allowed for the Shareholders entitled to redemption has expired, the Board of Directors shall notify the Shareholder subject to redemption obligation of the requests for redemption that have been presented. Within 14 days of receipt of the notification of requests for redemption, the Shareholder subject to redemption obligation shall pay the redemption price in a manner prescribed by the Company against delivery of the shares and other securities entitling to them or, if the shares which are to be redeemed have been registered on the book-entry accounts of shareholders in question, against a receipt given by the Company, in which case the Company shall ensure that the redeemed shares are immediately registered on the book-entry account of the Shareholder subject to redemption obligation. A redemption price that has not been paid within the prescribed time limit, shall accrue an overdue interest at the rate of 16 per cent per annum from the date when the redemption price should have been paid at the latest. If the Shareholder subject to redemption obligation has also failed to observe the provisions regarding obligation to notify as provided above, the overdue interest shall accrue from the last date when the obligation to notify should have been fulfilled. If a Shareholder subject to redemption obligation fails to observe the provisions of this Clause, the shares that such Shareholder subject to redemption obligation holds and the shares that are included in the calculation of his/her proportion of shares establishing the redemption obligation as described above in this Clause, entitle their holders to cast votes in the General Meetings of Shareholders of the Company only for the part that the amount of votes given by those shares is less than one third (1/3) or correspondingly less than 50 per cent of aggregated votes of all shares of the Company. Other Provisions The redemption obligation referred to in this Clause shall not apply to a shareholder who proves that his ownership interest or votes establishing redemption obligation has been reached or exceeded before the date when this provision in the Articles of Association was registered in the Trade Register. Any disputes arising in connection with the redemption obligation, the right to request redemption and calculation of the redemption price shall be resolved in arbitration in accordance with the Arbitration Act (967/92). The arbitration proceedings shall be subject to Finnish law. LASSILA & TIKANOJA PLC Sirkka Tuomola Vice President and CFO