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Articles of Association

Section 1
Business name and domicile

The name of the company is Solidium Oy, and it is domiciled in Helsinki.

Section 2
Field of operations

Solidium Oy owns and manages shares in companies operating in Finland and exercises shareholder’s rights in them based on its ownership. Solidium invests in companies that are considered to be of national importance. The goal of the company’s activities is to increase shareholder value in the long term and to make economically sound investments.

Section 3
Board of Directors

According to the Articles of Association, the Board of Directors consists of a minimum of three and a maximum of eight members.

The Chairman and any Vice Chairman of the Board of Directors, as well as other board members, are elected by the general meeting.

The term of board members lasts until the end of the first general meeting following the election.

The Board of Directors is quorate when more than half of its members are present.

The Board shall confirm a charter that defines the authorisations of the Board of Directors and the Managing Director.

Section 4
General meeting

In addition to the matters specified in the Companies Act, the general meeting:

  • decides on the principles that the company shall follow when disposing of its assets or acquiring new shares or other assets for the company, as well as determining the relevant authorisations of the Board of Directors;
  • confirms the principles of good corporate governance that the company shall comply with in its role as a shareholder of listed companies; and
  • decides on the company’s reporting duties and other communication to its owner.

Section 5
Managing Director

The company has a Managing Director, appointed by the Board of Directors.

Section 6
Right of representation

The company may be independently represented by the Chairman of the Board of Directors or by the Managing Director, and jointly by two board members. The Board may also grant power of attorney or the right to represent the company to a specified individual alone or jointly with another person.

Section 7
Auditor

The company has one auditor, which must be an auditing firm authorised by the Central Chamber of Commerce.

The term of the auditor lasts until the end of the first general meeting following the election.

Section 8
Notice of meeting

The notice of a general meeting must be submitted to shareholders no earlier than four weeks and no later than one week before the meeting. The notice must be delivered in writing to each shareholder whose address is known to the company or in another demonstrable manner.

Section 9
Annual general meeting

The annual general meeting shall be held annually, on a date specified by the Board of Directors, within four months of the end of the accounting period.

The annual general meeting shall:


present

1. the financial statements and consolidated financial statements, including the income statement, balance sheet, cash flow statement, and report of the Board of Directors, and

2. the audit report


decide on

3. the adoption of the financial statements and consolidated financial statements,

4. the allocation of the profit or loss on the balance sheet and the date of dividend distribution, if any,

5. the discharging from liability of board members and the Managing Director,

6. the fees of board members and auditors, as well as reimbursement for travel expenses, and

7. the number of board members


elect

8. the Chairman, Vice Chairman, and other members of the Board of Directors, as well as

9. the auditor, and


handle

10. other matters indicated in the notice of the meeting.

Section 10
Accounting period

The company’s accounting period begins on 1 July each year and ends on 30 June the following year.