ARTICLES OF ASSOCIATION OF SALCOMP PLC
1 § Trade name and domicile of the Company
The trade name of the Company is Salcomp Oyj, in English Salcomp Plc. The domicile of the Company is Salo.
2 § Line of business of the Company
The line of business of the Company is to carry on development, manufacture and marketing of electronic appliances and related activities. The Company may own and possess Finnish and foreign real estate, securities and other financial instruments and trade in these. The Company may engage in operations either directly or through subsidiaries and associates.
3 § Share capital and shares
The Company’s shares are incorporated into the Finnish book-entry system. The share capital or the number of shares may be increased or decreased without amending the Articles of Association. The shares of the Company do not have a nominal value.
4 § Board of Directors
The Board of Directors shall consist of a minimum of three and a maximum of eight ordinary members as resolved by the General Meeting of Shareholders.
The term of a member of the Board of Directors shall end upon the termination of the next Annual General Meeting of Shareholders being held after the election.
Without convening a meeting, the Board of Directors may pass written resolutions provided that all the members of the Board of Directors are unanimous in the resolution and confirm this with their signature.
5 § Managing Director
The Company shall have a Managing Director who shall be appointed by the Board of Directors.
6 § Rights to represent the Company and procurations
The Managing Director and the Chairman of the Board of Directors, each alone, and the members of the Board of Directors, two together, are authorised to represent the Company. The Board of Directors shall resolve on any rights of procuration.
7 § Auditors
The Company shall have one ordinary auditor that shall be an audit firm authorised by the Central Chamber of Commerce. The term of the auditor shall end upon the termination of the next Annual General Meeting of Shareholders being held after the election.
8 § Convening notice
The shareholders of the company are summoned to the shareholders' meeting by publishing the convening notice on the company's website or by sending the notice of the shareholders' meeting as a letter or other verifiable way to the shareholders' address, which is registered in the share register. The notice shall be published not earlier than two (2) months before the last registration date mentioned in the convening notice and not later than three (3) weeks prior to the date of the meeting. The notice shall, however, always be announced at least nine (9) days prior to the record date for the shareholders' meeting. In addition, the Board of Directors may also publish a summary notice of the shareholders' meeting in one or more national daily newspaper.
9 § General Meeting of Shareholders
At the Annual General Meeting, the following shall be presented:
1. financial statements including the consolidated profit and loss statement, as well as the annual report and
2. the auditor’s report;
decided upon:
3. the adoption of the financial statements and the consolidated financial statements,
4. the measures to be taken on the basis of the profit or loss set out in the adopted balance sheet,
5. the granting of discharge to the members of the Board of Directors and the Managing Director,
6. the remuneration payable to the members of the Board of Directors and to the auditors; and
7. the number of the members of the Board of Directors,
elected:
8. the members of the Board of Directors, and
9. the auditor.
The General Meeting of Shareholders shall be held either in the place of domicile of the Company or in Helsinki, according to the preference of the convener of the General Meeting of Shareholders.
10 § Financial year
The financial year of the Company is the calendar year.
11 § Advance Registration
In order to participate in the General Meeting of Shareholders, a shareholder must register with the Company no later than on the day mentioned in the notice to the meeting. The registration period can be ordered to terminate at the earliest ten (10) days prior to the meeting.