Articles of Association of Evox Rifa Group Oyj


1 § Name and domicile

The name of the company is Evox Rifa Group Oyj and its domicile is
Helsinki.

2 § Object of the company

The object of the company is to own and manage stocks and shares,
securities and other property, to supervise the activities of its
subsidiaries and other units, and to plan and realize financially
sound investments. The company may either directly or via its
subsidiaries or associated companies manufacture or trade with
industrial products, and engage in other business related to, or
serving industrial activity. In addition, the company’s object is,
either directly or via its subsidiaries, to own shares in credit and
financial institutions, and engage in other business related to these.
The company may extend guarantees to fulfil credit and other
commitments on behalf of its wholly or partly owned companies. The
company may engage in securities trading and other investment
business.

3 § Shares

The shares of the company are incorporated into the book-entry system
of securities.

4 § Board of Directors

The Company shall have a Board of Directors, which shall have at least
four and maximum seven members of the Board. The Board of Directors
shall meet when a meeting is convened by the Chairman as often as is
necessary. The Board of Directors shall constitute a quorum when more
than half of its members are present. Resolutions shall be made by
majority vote or, in case of a tie, the Chairman shall have the
casting vote. The Board members’ term of office shall expire at the
end of the annual general meeting of shareholders following their
election.

5 § President

The Board of Directors shall elect the company’s President.

6 § Notice to convene a general meeting

The notice to convene the general meeting of shareholders shall be
published in a daily newspaper published in the Helsinki area and
chosen by the Board of Directors, as well as in the form of a stock
exchange notice, no more than two (2) months and no less than
seventeen (17) days before the meeting.
To be allowed to take part in a general meeting of shareholders, a
shareholder must register with the company by the date mentioned in
the notice convening the meeting, which may be no more than ten (10)
days before the general meeting of shareholders.

7 § Annual general meeting of shareholders

The annual general meeting of shareholders shall be held in Vantaa,
Espoo or Helsinki. The annual general meeting of shareholders shall be
held annually by the end of June on a date decided by the Board of
Directors.

The annual general meeting shall review

1. the financial statement and the group financial statement
2. the auditors’ report

take resolutions on

3. adopting the financial statement and the group financial statement;
4. the use of possible profit shown in the balance sheet;
5. discharging the members of the Board of Directors and the President
from liability;
6. the number of members of the Board of Directors and the auditors
7. the remuneration payable to the members of the Board of Directors
and the auditors

elect

8. the members of the Board of Directors, and
9. the auditors.

8 § Financial period

The company’s financial period shall start annually on January 1 and
expires on December 31.

9 § Auditors

The annual general meeting of shareholders shall elect as a minimum
one (1) but no more than three (3) auditors to audit the
administration and the accounts of the company. The term of office of
the auditor shall expire at the end of the annual general meeting of
shareholders following the auditor’s election. At least one auditor
must represent Authorized Public Accountants accepted by the Central
Chamber of Commerce.

10 § Authorisation to sign for the company

Authorised to represent the company shall be two members of the Board
or Directors jointly, the President jointly with a member of the Board
of Directors, a member of the Board of Directors or the President
jointly with a person authorized per procuram by the Board of
Directors, and two persons jointly authorized per procuram by the
Board of Directors.