Articles of Association of Larox Corporation


ARTICLES OF ASSOCIATION OF LAROX CORPORATION                                    

§1 The business name and registered office of the company                       

The business name of the company is Larox Oyj and Larox Corporation in English. 

The company's registered office is in Lappeenranta, Finland.                    

§2 Business of the company                                                      

The business of the company comprises worldwide                                 
1) design, development, training in, maintenance, manufacture, purchase, sale   
and renting of equipment, machinery, materials and know-how, as well as         
providing other related services for the process and mining industries;         
2) delivery of industrial plants for the process and mining industries, and     
production planning, development, training and other consultancy for these      
plants;                                                                         
3) operation and maintenance of industrial plants or related equipment and      
machinery for the process and mining industries;                                
4) mining operations, owning and managing mines; as well as                     
5) owning, managing, trading in and renting real property, owner-occupied flats 
and securities.                                                                 

§3 Book-entry system                                                            

The shares of the company are included in the book-entry system.                

§4 Shares of the company                                                        

The shares of the company are divided into A and B series of shares. Each share 
in the A series entitles the holder to twenty (20) votes and each share in the B
series to one (1) vote.                                                         

§5 Board of Directors                                                           

The company has a Board of Directors with at least three (3) and at the most six
(6) ordinary members elected by the shareholders' meeting. The term of the Board
of Directors expires at the closing of the next ordinary shareholders' meeting  
following their election.                                                       

The Board of Directors has a Chairman elected by the Board among its members.   


§6 Managing Director of the Company                                             
The company has a Managing Director elected by the Board of Directors.          

§7 Representing the Company                                                     

In addition to the Board of Directors, the Chairman of the Board of Directors   
and the Managing Director, each on their own, two members of the Board of       
Directors jointly, as well as persons so authorized by the Board of Directors   
can represent the company.                                                      

§8 Accounting period                                                            

The accounting period of the company shall be the calendar year.                

§9 Auditor                                                                      

The company shall have one (1) primary auditor, which shall be a public         
accountant company accepted by the Central Chamber of Commerce, or alternatively
an auditor and a deputy auditor accepted by the Central Chamber of Commerce.    

The term of office of the auditor shall expire at the closing of the next       
ordinary shareholders' meeting following their election.                        

§10 Summons to a shareholders' meeting                                          

The summons to a shareholders' meeting shall be delivered to the shareholders at
the earliest three (3) months and at the latest seventeen (17) days before the  
meeting by publishing an announcement in at least one (1) newspaper published in
Finland chosen by the Board of Directors.                                       

In order to be entitled to participate in the shareholders' meeting the         
shareholders shall confirm their attendance to the Company at the latest on the 
date mentioned in the invitation, which date may not be earlier than ten (10)   
days prior to the meeting.                                                      

§11 Ordinary shareholders' meeting                                              

The ordinary shareholders' meeting shall be held within six (6) months from the 
end of the accounting period.                                                   

The ordinary shareholders' meeting shall handle the following matters:          

Presenting                                                                      
1. the financial statements of the company and the consolidated financial       
statements and the annual report; and                                           
2. the auditor's report;                                                        

deciding upon                                                                   
3. adoption of the financial statements and consolidated financial statements;  
4. measures called for by the profit reported on the balance sheet;             
5. granting discharge from liability to the members of the Board of Directors   
and to the Managing Director;                                                   
6. the number of members of the Board of Directors; and                         
7. the fees to be paid to the members of the Board of Directors and to the      
auditor;                                                                        

electing                                                                        
8. the members of the Board of Directors and                                    
9. the auditor; and                                                             

handling                                                                        
10. any other matters mentioned in the summons to a shareholders' meeting.      


§12 Place where the shareholders' meeting is held                               

The shareholders' meeting shall be held either at the place where the company   
has its registered office, or in Helsinki, Espoo or Vantaa.