Articles of Association of Taaleri plc

1 § Name of the company and domicile

The name of the company is Taaleri Oyj, in Swedish Taaleri Abp and in English Taaleri Plc.

The domicile of the company is Helsinki.

2 § Field of operations

The field of operations of the company is to own and manage shares, other securities and properties and to engage in securities trading and other investment activities. The company is in charge of the centrally managed tasks of the Group’s companies.

3 § Shares and book entry system

The shares of the company are included in the book entry system. Each share has one (1) vote.

4 § Board of Directors

The Board of Directors is comprised of no fewer than three (3) and no more than eight (8) members. The Chairman of the Board of Directors and Vice Chairman of the Board of Directors are elected by the general meeting. The term of office of the members of the Board of Directors ends at the close of the first annual general meeting following the election. 

5 § Chief Executive Officer

The company shall have a Chief Executive Officer (CEO) and, if necessary, a Deputy Chief Executive Officer appointed by the Board of Directors.

6 § Representation

The Chairman of the Board of Directors and the CEO are authorised to represent the company (each singly). Also the members of the Board of Directors are authorised to represent the company (two jointly).

The Board of Directors may authorise other persons to represent the company singly or two jointly.

The Board of Directors shall authorise holders of procuration to represent the company.

7 § Auditor

The company shall have one (1) Auditor that shall be a firm referred to in the Auditing Act. The term of an Auditor shall end at the end of the next Annual General Meeting of Shareholders that follows the election.

8 § Accounting period

The company’s accounting period shall be one calendar year.

9 § Attending the General Meeting of Shareholders

A shareholder wishing to attend a General Meeting of Shareholders shall notify the company by the date mentioned in the notice to the meeting, which may not be more than ten (10) days before the meeting.

10 § Notice of the General Meeting of Shareholders

The notice of the General Meeting of Shareholders shall be published on the company’s website not more than three (3) months before the date of the meeting and not less than three (3) weeks before the date of the meeting, however, at least nine (9) days before the record date of the General Meeting of Shareholders. In addition, the Board of Directors may decide to publish the notice of meeting or announcement of the notice of meeting in one or more newspapers according to the above mentioned time schedule.