Articles of association

ARTICLES OF ASSOCIATION

1 § Business name

The company’s business name is Destia Group Plc and its domicile Vantaa.

2 § Field of business

The company’s field of business is all legal business.

3 § Board of Directors

The company has a Board of Directors consisting of between three and eight (3-8) ordinary members.

The Chairman of the Board is elected by the Annual General Meeting.

The term of the Board members lasts from election until the end of the next Annual General Meeting. The Board of Directors constitutes a quorum when more than one-half of its members are present.

4 § CEO

The company may have a CEO appointed by the Board of Directors.

5 § Representation

Not only the Board of Directors but also two Board members together and the CEO or Chairperson alone may sign for the company. The Board may also grant procuration or the right to represent the company to a single appointed person or two together.

6 § Auditor

The company has one (1) auditor that must be an auditing organisation approved by the Central Chamber of Commerce.

The term of the auditor is one financial year, and the assignment is terminated at the end of the next Annual General Meeting.

7 § Invitation to a shareholders’ meeting

An invitation to a shareholders’ meeting shall be sent to shareholders no earlier than two (2) months and no later than one (1) week prior to the meeting by post to the addresses of the shareholders known to the company.

8 § Annual General Meeting

The Annual General Meeting shall be held annually on a day specified by the Board of Directors, within six months of the end of the financial year.

The following shall be presented at the Annual General Meeting:

1. the financial statements, including the income statement, balance sheet, funds statement and annual report;

2. the auditor’s report;

The following shall be decided on at the Annual General Meeting:

3. confirming the financial statements

4. the use of the profit indicated in the financial statements;

5. discharge of liability for the Board members and the CEO;

6. number of and remuneration for the Board members;

7. auditor’s fee

The following shall be selected at the Annual General Meeting:

8. the Chairperson and members of the Board of Directors;

9. the auditor; and

The following shall be processed at the Annual General Meeting:

10. other issues mentioned in the invitation to the meeting.

Business registration number: 2617172-1

Valid from 8 April 2015