Articles of Association of Elektrobit Corporation

 

Unofficial translation

1. Company Name and Domicile


The name of the company is Elektrobit Oyj, in English Elektrobit Corporation, and its domicile is Oulu.

2. Objects of the Company


The company's field of activities is the development, production and selling of software, equipment and other products for the automotive and electronics industry, the production of R&D services and other services as well as other industrial operations. The company may administer product and other rights and conduct research- and development operations, hold and trade securities and real-estate and conduct other investment activities.

3. Board of Directors


The Board of Directors accounts for the administration of company and the proper organization of its operations. The Board of Directors shall have no less than three (3) and no more than seven (7) members and may have one to three (1-3) deputy members.

The term of office of the members of the Board of Directors expires at the end of the following Annual General Meeting.

4. Chief Executive Officer


The company has a Chief Executive Officer appointed by the Board of Directors.

5. Representing


Persons representing the company are the Chairman of the Board and the Chief Executive Officer, separately, and any two members of the Board of Directors together.

6. Auditors


The company shall have one (1) auditor that has qualified as Certified Public Accountant and if the auditor is not an auditing company as defined by the law, one (1) deputy auditor shall be elected.

The term of office of the auditor expires at the end of the following Annual General Meeting.

7. Notice to the Meeting and Registration


The notice convening a General Meeting shall be delivered not earlier than three months and not later than three weeks before the meeting, however no less than 9 days prior to the record date of the General Meeting, by publishing it on the company's website or in one or more newspapers decided by the Board of Directors or by delivering the notice to each shareholder by a letter posted to the address reported by the shareholder in the shareholders register.

A shareholder has the right to participate in the General Meeting when he/she has signed in for the meeting to the company not later than the day mentioned in the notice, which day may not be earlier than ten (10) days before the meeting.

8. Annual General Shareholders' Meeting


The annual general meeting of the shareholders shall be held annually on the date appointed by the Board of Directors before the end of June.

At the meeting shall be

presented:

  • the financial statement of the company and
  • auditor's report,


decided:

  • upon the adoption of the financial statement,
  • upon measures to which the profit of the adopted balance sheet may give cause,
  • upon granting of the discharge from liability to the Board members and the Chief Executive Officer,
  • upon the number of the Board members,
  • upon the remuneration and the grounds of compensation of travel costs of the Board members,


elected:

  • the Board members and, when needed, deputy members and,
  • the company's auditor and, when needed, deputy for the auditor.

 

9. Financial Period


The financial period of the company is a calendar year.

10. Book-entry System


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