Articles of association of Etteplan Oyj

Article 1 Business name and domicile
The Company's business name is Etteplan Oyj, and it is domiciled in Vantaa.

Article 2 Field of operations
The Company's field of operations are design and consulting services as well as the production and sales of computer software.

Article 3 Book-entry system
The Company's shares shall belong to the book-entry system.

Article 4 Board of Directors
The Company's affairs shall be overseen by a Board of Directors comprised of three to seven members. The Board of Directors shall be elected for a term of one year at time at the Annual General Meeting.

Article 5 Managing Director
The Board shall appoint a Managing Director for the Company.

Article 6 Representation of a company
The Company shall be represented by the chairman of the Board of Directors or the Managing Director, each alone, or the members of the Board of Directors, two together. The Board of Directors may authorise employees of the Company or other persons to represent the Company, two together, or each separately together with a regular member of the Board of Directors.

Article 7 Financial year and auditor
The Company's financial year is 1 January - 31 December. The financial statements shall be delivered to the auditor by the end of March, and the auditor is to present the auditor's report to the Board of Directors one month after this.

One or two auditors can be chosen for the Company. If two auditors are elected, at least one auditor shall be a firm of independent public accountants approved by the Central Chamber of Commerce.

The term of the auditor is the financial year and his duties shall end at the close of the first Annual General Meeting following his election.

Article 8 Annual General Meeting
The shareholders' meeting shall be held in the Company's domicile or in Lahti, Vantaa or in Helsinki as decided by the Board of Directors of the Company.

The Annual General Meeting shall be held each year no later than 30 June and the agenda shall include:

    1. opening of the meeting
    2. election of a chairman of the meeting 
    3. establishment of a quorum and of the legality of the meeting
    4. election of scrutinizer of the minutes
    5. presentation of financial statements, including consolidated financial statements, and an annual report
    6. presentation of the auditor's report
    7. approval of the financial statements
    8. decision upon actions to be taken arising from the profit shown in the approved balance sheet
    9. granting of discharge from liability to the Board of Directors and the Managing Director
    10. decision upon the number of members of the Board of Directors and their emoluments as well as the
    fee for the auditor
    11. election of the members of the Board of Directors
    12. election of a regular auditor and a deputy auditor
    13. handling of other business mentioned in the notice of the meeting
    14. closing of the meeting

Article 9 Invitation to the General Meeting of Shareholders
Invitation to the General Meeting of Shareholders shall be published in the Company´s website no earlier than two (2) calendar months and no later than three (3) weeks prior to the meeting, but no later than nine (9) days before the record date of the General Meeting. The Board of Directors may also decide to publish the invitation to the General Meeting of Shareholders in a one Finnish national newspaper determined by the Board of Directors.

Article 10 Participation and voting rights
To be able to participate in a General Meeting, a shareholder must register with the Company no later than on the date mentioned in the notice of meeting, which may be no earlier than 10 days before the meeting.

Each share confers the right to one (1) vote in the General Meeting.

The Chairman of the meeting shall determine the method of carrying out a ballot.

Article 11 Preemptive purchase obligation
The obligation of a shareholder to redeem shares of shareholders entitled to redemption is governed by the provisions of Chapter 6, Section 10 of the Securities Markets Act.