Articles of Association

I Trade Name, Domicile and Line of Business of the Company

Article 1

The trade name of the company is Aspocomp Group Oyj. The trade name of the company in the English language is Aspocomp Group Plc. The company is domiciled in Helsinki.

Article 2  

The purpose of the company is to, itself or through its subsidiaries, manufacture, trade, export, import and design components for the electrical and electronic industries. The company centrally provides for matters in relation to the administration, financing and strategic planning of its group companies, as well as plans the group’s investments.

II Share capital and shares

Article 3

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

III Administration of the Company

The Board of Directors

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 following the election.

Article 5

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

Company representation

Article 6

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 7

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

Article 8

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 expire at the end of the ordinary general meeting following the election.

V Shareholders’ Meeting

Article 9

The general meeting shall be held in Helsinki or Espoo.  The Board may decide that the General Meeting is arranged without a meeting venue in a manner where shareholders exercise their full decision-making powers in real time during the General Meeting using telecommunications and technical means (virtual meeting).

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 10

The notice of meeting shall be delivered to the shareholders at the earliest three (3) months and at the latest twenty-one (21) days prior to the General Meeting by publishing the notice on the company’s website and, should the board of directors so decide, in one widely circulated newspaper specified by the Board. However, the notice to the Annual General Meeting must be conveyed no later than nine (9) days before the record date of the Annual General Meeting.

Article 11

At the Annual General Meeting, the following shall be:

Submitted:

1. financial statements and the report of the Board of Directors,
2. the auditors’ report,

Decided:

3. adoption of the 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.auditor.