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Company Overview > Articles of Association

ARTICLES OF ASSOCIATION OF ASPOCOMP GROUP OYJ


I TRADE NAME, DOMICILE AND LINE OF BUSINESS OF THE COMPANY

Article 1
The trade name of the company shall be Aspocomp Group Plc. The trade name of the company in the English language shall be Aspocomp Group Plc. The company shall be domiciled in Helsinki.

Article 2
The purpose of the company shall be, to itself or through its subsidiaries, manufacture, trade, export, import and design components for the electrical and electronic industries. The company shall centrally pro-vide for matters in relation to the administration, financing and strategic planning of its group companies, as well as plan the group's investments.

II SHARE CAPITAL AND SHARES

Article 3
The shares of the company shall belong to a book-entry securities system.

III ADMINISTRATION OF THE COMPANY

The Board

Article 4
The Board shall consist of no fewer than three (3) and no more than eight (8) members. The term of office of the members of the Board shall expire at the end of the ordinary general meeting of the company which follows the election.

Article 5
The Board shall form a quorum when more than half of its members are in attendance and one of these is the Chairman or the Vice-chairman.

Minutes

Article 6
Minutes shall be kept of meetings of the Board, in which those participating in the meeting and the decisions made shall be recorded.

Right to Sign in the Name of the Company

Article 7
The company shall be represented by Board members, either two together or with a person authorized to represent the company, or by the President and CEO alone. The Board may authorize other named persons to represent the company such that they shall represent the company either two together or with a Board member or the President and CEO.

IV FINANCIAL STATEMENT AND AUDITORS

Article 8
The financial period of the company shall be the calendar year.

Article 9
The company meeting shall elect one auditor to inspect the administration and accounts of the company. The said auditor shall be an auditing corporation approved by the Central Chamber of Commerce of Finland. The term of office of the auditor shall be the financial period.

V SHAREHOLDER'S MEETING

Article 10
The general meeting shall be held in Helsinki, Vantaa or Espoo. In order to exercise his right to speak and vote at a company meeting, a shareholder must register in the manner specified in the invitation to the meeting. The closing date for registration shall be no sooner than ten days before the meeting.

Article 11
The Notice of Meeting shall be delivered by means of a notice published in newspapers chosen by the Board no sooner than two months and no later than seventeen (17) days before the General Meeting.

Article 12
The company meeting shall be opened by the Chairman or Vice-chairman of the Board or by the oldest member of the Board in attendance, after which the chairman of the meeting shall be elected.

The minutes of the company meeting shall be recorded by a secretary summoned so to do by the chairman. The minutes shall be signed by the chairman and by two verifiers elected at the meeting for this purpose.

Article 13
At the Annual General Meeting, the following shall be:

submitted:
1. financial statements, the consolidated financial statements and the report of the Board of Directors,
2. the auditors' report,

decided:
3. adoption of the financial statements and consolidated financial statements,
4. use of the profits shown in the balance sheet,
5. the release of the Board members and President and CEO from liability,
6. remuneration of the Board members and auditor,
7. the number of Board members,
8. other matters stated in the Notice of Meeting,

elected:
9. members of the Board of Directors,
10. the auditor.