Articles of association
These Articles of Association were amended at the Annual General Meeting held in 25 March 2010 and the changes were registered at the trade register on 6 April 2010.
AFFECTO PLC’S ARTICLES OF ASSOCIATION
(unofficial English translation)
1 Company’s Business Name and Domicile
The company’s name is Affecto Oyj, in Swedish Affecto Abp and in English Affecto Plc.
The company is domiciled in Helsinki.
2 Fields of Business
The company engages in consulting activities and trade in the area of information technology, importing and exporting of information technology products and services, and other activities related to the business area. In addition, the company’s field of business is the creation, support, database management, sale, distribution and leasing of geographic information materials having to do with maps and other products containing geographical information; development, production, sale and distribution of software and systems for geographic information, and consulting related to this; as well as development, production, and sale of geographic information services based on Internet, mobile Internet or corresponding technologies.
The company may own real property and shares in Finnish and foreign companies.
3 Book-Entry System
The company’s shares belong to the book-entry system.
4 Board of Directors
The company’s Board of Directors shall be composed of at least three (3) and no more than seven (7) ordinary members as well as a maximum of four (4) deputy members.
The term office of the members of the Board of Directors expires at the end of the next Annual General Meeting of Shareholders following their election.
5 Chief Executive Officer
The company has a Chief Executive Officer who shall be appointed by the Board of Directors.
6 Legal Representation
The chairman of the Board of Directors together with a member of the Board of Directors shall be entitled to represent the company. The Board of Directors may grant the right to represent the company to employees of the company or to others. Those with the right to represent the company shall represent the company alone or two together.
7 Financial Year
The financial year is the calendar year.
The company has one auditor, who shall be an auditing firm approved by the Central Chamber of Commerce. The term office of the auditor expires at the end of the next Annual General Meeting following the election.
9 Notice of Meeting
The notice to 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 by releasing the notice on the Company’s website and, if so decided by the Board of Directors, by publishing the notice in one newspaper with a wide circulation determined by the Board of Directors. The notice shall, however, be delivered at least nine (9) days before the record date of the Meeting.
In order to attend the General Meeting of Shareholders, a shareholder shall register his participation with the company in the manner indicated in the notice to convene and by the therein-indicated registration date, which date may not be earlier than ten (10) days prior to the meeting.
The General Meeting of Shareholders shall be held in Helsinki or Espoo.
10 Annual General Meeting
The Annual General Meeting is to be held each year within six (6) months from the end of the financial year. At the Annual General Meeting of Shareholders, the following shall be
1. financial statements for the company and the group, comprising income statements, balance sheets and report of the Board of Directors;
2. auditor’s reports for the company and the group;
3. adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet;
4. any measures prompted by the profit or loss shown in the adopted balance sheet;
5. date of any distribution of dividends;
6. granting of discharge from liability to the members of the Board of Directors and the Chief Executive Officer;
7. remuneration to be paid to the members of the Board of Directors and the auditor;
8. the number of members of the Board of Directors;
9. the members of the Board of Directors;
10. the auditor;
11. other matters included in the notice of meeting.