Articles of Association

Unofficial translation of the Finnish Articles of Association

ARTICLES OF ASSOCIATION

1 § Name and domicile of the Company

The name of the Company is Gofore Oyj, in English Gofore Plc. The domicile of the Company is Tampere.

2 § Field of activity

The Company’s field of activity includes consulting related to digitalisation and the service design, engineering, development and administration of digital services and information technology solutions. The Company acts as consultant to its client organisations with regard to digital transformation and creating a modern digital era corporate culture. The Company may also engage in selling cloud capacity and other software services via information networks and in exporting, importing and retailing of IT appliances. The Company may also own and administer securities and real estate properties and deal in them, and engage in real estate rental activity and in other legal business.

3 § Book-entry system for securities

The shares of the Company are included in the book-entry system for securities, when the registration period has ended.

4 § Board of Directors

The Company has a Board of Directors, which consists of no fewer than three (3) and no more than seven (7) members. The Board of Directors shall elect the Chairman from among its members for its term of office. The term of office of the board members shall end at the end of the first Annual General Meeting following the election.

5 § Chief Executive Officer

The Company may have a Chief Executive Officer. The Board of Directors of the Company shall decide on appointment and dismissal of the Chief Executive Officer.

6 § Right to represent the Company

In addition to the Board of Directors, the Chairman of the Board of Directors and the Chief Executive Officer, each alone, as well as two members of the Board of Directors together, have the right to represent the Company.

The Board of Directors may decide on granting the right to sign for the Company and on the Company’s procuration.

7 § Accounting period

The Company’s accounting period is a calendar year.

8 § Auditor

The Company shall have an Auditor, who shall be an auditing firm approved by the Patent and Registration Office.

The term of the Auditor ends at the end of the first Annual General Meeting following the election.

9 § Notice of the General Meeting

The notice of the General Meeting shall be delivered to the shareholders at the earliest three (3) months and at the latest three (3) weeks prior to the General Meeting, however, at the latest nine (9) days before the record date of the General Meeting.

The notice shall be delivered to the shareholders by publishing the notice on the Company’s website or by publishing the notice in at least one newspaper with nationwide circulation to be selected by the Board of Directors.

In order to exercise the right to speak and vote at the General Meeting, a shareholder must register with the Company as indicated in the notice of the meeting and no later than on the date mentioned in the notice of the meeting, which shall not be earlier than ten (10) days before the General Meeting.

In addition to the Company’s domicile, General Meetings may be held in Helsinki.

10 § Annual General Meeting

The Annual General Meeting shall be held annually on the day set by the Board of Directors within six (6) months from the end of the accounting period.

The Annual General Meeting shall

be presented with

  1. the Financial Statements;
  2. the Auditor’s Report;

decide on

  1. the adoption of the Financial Statements, which in the parent company also encompasses the adoption of the consolidated financial statements;
  2. the measures for which the profit or loss shown on the adopted balance sheet gives reason;
  3. the discharge of the members of the Board of Directors and the Chief Executive Officer from liability;
  4. the number of members of the Board of Directors;
  5. the remuneration of the members of the Board of Directors and the Auditors;

elect

  1. the members of the Board of Directors;
  2. the Auditor, if necessary;

attend to

  1. any other matters mentioned in the notice of the meeting.