Corporate Governance

Articles of association

1 § COMPANY NAME

The company's name is Talenom Oyj, Talenom Plc in English.

2 § COMPANY DOMICILE

The company is domiciled in Oulu.

3 § COMPANY INDUSTRY

The company’s industry is to itself and through its subsidiaries carry out accounting, building management, business consulting, business brokerage, insurance brokerage and auditing services, financing operations, and supplying financing and other services and products, payment service activities as defined in the act on payment services, selling and supplying services and goods, as well as IT, archiving and archive destruction services and related consulting and leasing activities. The company can own and manage fixed assets, shares and securities, as well as trade in these, and offer consulting services to the Group’s subsidiaries related to the strategy, business management, financing, financial administration, HR management or other business areas.

4 § COMPANY BOARD

The Company has a Board of Directors consisting of at least four (4) and at most eight (8) regular members. The term of the Board of Directors ends at the close of the next Annual General Meeting after the election.

5 § COMPANY REPRESENTATION

Apart from the Board of Directors, the Company is represented by the Chairman of the Board of Directors and the CEO both individually and by two members of the Board of Directors jointly. The Board of Directors can also issue a power of procuration or the right to represent the company to a named individual.

6 § AUDITING

An auditor that is an auditing firm approved by the Central Chamber of Commerce is selected for the Company. The term of the auditor ends at the close of the next Annual General Meeting after the election.

7 § NOTICE TO GENERAL MEETING, MEETING VENUE AND MEANS OF PARTICIPATION

The notice convening the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, however, no later than nine (9) days before the record date of the General Meeting.

The notice shall be delivered to the shareholders by means of a notice published on the company’s website.

In order to be entitled to attend and use their right to speak at the General Meeting, a shareholder must notify the company of its attendance by the date specified in the notice convening the General Meeting, which may not be earlier than ten (10) days prior to the General Meeting.

The Board of Directors may decide on alternative additional means of participating in the General Meeting so that shareholders may exercise their decision-making rights prior to or during the General Meeting by use of telecommunication or other technical means. The Board of Directors may also decide that the General Meeting is arranged without a meeting venue so that the shareholders exercise their full decision-making powers in real time by use of telecommunication or other technical means during the meeting.

In addition to the domicile of the Company, Shareholders’ Meetings can also be held in Helsinki.

8 § ANNUAL GENERAL MEETING

The Annual General Meeting must be held every year on a day set by the Board of Directors within six months after the fiscal year ends.

The Annual General Meeting must present:

• the Financial Statements, comprising the Income Statement, Balance Sheet and Annual Report;

• the Auditors’ Report;

The Annual General Meeting must decide on:

• approval of the Income Statement and Balance Sheet;

• dispositions arising from the profit or loss shown on the approved Balance Sheet;

• whether to release the members of the Board of Directors and the Managing Director from all personal liability;

• the number of members of the Board of Directors and their fees;

• auditor’s fees;

The Annual General Meeting must select:

• the members of the Board of Directors;

• the auditor.

9 § ACCOUNTING PERIOD

The accounting period of the company is from 1 January to 31 December.

10 § BOOK-ENTRY SYSTEM

The Company’s shares are covered by the book-entry system after the registration period determined by the Board of Directors.