ARTICLES OF ASSOCIATION OF Digia PLC
1 § Company Name and Domicile
The name of the company is Digia Oyj, in English Digia Plc. The
domicile of the company is Helsinki.
2 § Line of Business
The company's line of business is to provide consulting, training and services
for the information technology field, business management, EDP auditing,
consulting for internal auditing and risk management, to sell literature,
software and equipment related to the field and to engage in other related
business. In addition, the company provides services connected with marketing,
sales and administration. The company can own various securities, real estate
and vehicles as well as trade in and rent them.
3 § Book-Entry System
The shares of the company have been entered into a book-entry system.
4 § Board of Directors
The Board of Directors shall consist of five to eight (5-8) ordinary members.
The term of the members of the Board of Directors shall terminate at the end of
the Ordinary Shareholdersâ¬" Meeting following the election of the Board of
Directors. The Board of Directors shall elect a Chairman and a Vice Chairman
from among its members.
5 § Managing Director
Thecompany shall have a managing director, who is appointed by the Board of
Directors.
6 § Representation
The company is represented by the Managing Director, a member of the Board of
Directors, holder of a procuration or another person appointed by the Board of
Directors to represent the company two together.
The Board of Directors is entitled to give a right to represent the company to
appointed persons in the manner that they are entitled to represent the company
two together or each together with a member of the Board of Directors, holder
of a procuration or the Managing Director.
7 § Auditors
The company has one (1) auditor, which is required to be an auditing company
approved by the Central Chamber of Commerce.
The auditor is elected until further notice.
8 § Financial Year
The company's financial year is the calendar year.
9 § Notice of Meeting
A notice of a Shareholdersâ¬" Meeting shall be delivered to shareholders no
earlier than two months and no later than seventeen days before the meeting by
publishing it in at least one newspaper specified by the Board of Directors or
by delivering the notice in writing to each shareholder at the address entered
in the Shareholder Register. To be able to participate in a Shareholdersâ¬"
Meeting, a shareholder must register with the company no later than on the day
mentioned in the notice of meeting, which can be no earlier than ten days
before the meeting.
10 § Ordinary Shareholdersâ¬" Meeting
The Ordinary Shareholdersâ¬" Meeting shall be held annually in Helsinki, Espoo or
Vantaa within six months of the expiration of the financial period on a date
set by the Board of Directors.
In the meeting:
the following shall be submitted
1. financial statements, group financial statements and annual report;
2. auditorâ¬"s report;
the following matters shall be decided upon
3. confirmation of the financial statements and the group financial statements;
4. use of the profit shown by the balance-sheet;
5. discharge of liability of the members of the Board of Directors and the
Managing Director;
6. compensation for the members of the Board of Directors and the auditors as
well as grounds for compensation of the costs incurred;
7. amount of members in the Board of Directors;
the following shall be elected
8. the members of the Board of Directors; and
9. the auditor, when required. |