Corporate Governance

Efecte Plc’s Articles of association

1 § Company’s Business Name and Domicile

The company’s name is Efecte Oyj, in English Efecte Plc. The company is domiciled in Espoo.

2 § Fields of Business

The company engages directly, or through its subsidiaries, in planning and implementing of software, software programming, data communication applications, and purchase, sale, import, export, production, installation and maintenance of computers, computer parts, additional devices, power supplies, and software as well as consulting and training related to them. The company may also take care of the group’s organization, financing, purchases, and other similar common tasks as well as own real estates, shares, and dividends, and engage in securities trading and other investment activities.

3 § Board of Directors and Chief Executive Officer (CEO)

The company’s Board of Directors is composed of at least three and no more than six members. The term of office of the Board members ends at the conclusion of the first Annual General Meeting which is convened after the election.

The company has a CEO appointed by the Board of Directors.

4 § Legal Representation

The company is represented by the CEO and the Chairman of the Board of Directors both alone, and a member of the Board of Directors, procurator, or other representative appointed by the company, two together. The Board of Directors may grant the right to represent the company to appointed persons two together, or alone together with a Board member, procurator, or CEO.

5 § Auditor

The company has one auditor that must be an auditing organization 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.

6 § Financial Year

The financial year is the calendar year.

7 § Book Entry

The company’s shares belong to the book-entry system after the closing date.

8 § Invitation to Annual General Meeting

An invitation to a shareholders’ meeting shall be published on the company’s website or sent by post to the addresses of the shareholders stated in the shareholder register, or by email to the address known to the company no earlier than three months and no later than three weeks prior to the meeting. The notice shall, however, be delivered at least ten days before the record date of the Meeting.

9 § Annual General Meeting

The Annual General Meeting is to be held each year within six months from the end of the financial year.

At the Meeting, the following shall be presented:

1. financial statements for the company and possibly for the group as well as a report of the Board of Directors;

2. auditor’s report;

resolved upon:

3. confirmation of the company’s financial statements and possibly that of the group;

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

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

6. number of the Board members;

elected:

7. the members of the Board of Directors as well as

8. the auditor.

The Annual General Meeting may be held in the company’s domicile or Helsinki. In addition, the Board of Directors may resolve on organising the general meeting without a meeting venue whereby the shareholders have the right to exercise their decision-making power in full in real time during the meeting using telecommunication connection and technical means.