Efore

§1   COMPANY NAME AND DOMICILE
The name of the company is Efore Oyj and its parallel company name is Efore Plc. The company"s domicile is Espoo.
 
§2   COMPANY"S SPHERE OF OPERATION
The company engages in design, manufacture, wholesale and retail trade, import, export and consulting in electrical and electronics industry products, and related maintenance and installation. The company may engage in securities trading and other investment activities, and own and possess real estate for the purpose of company operations.
 
§3   MINIMUM AND MAXIMUM CAPITAL
The company"s minimum capital is EUR 12,750,000 and its maximum capital EUR 51,000,000, within which limits the capital may be increased or decreased without amending the Articles of Association.
 
§4   MIMIMUM AND MAXIMUM AMOUNT OF SHARES
The minimum amount of the shares (of the company )is 7.500.000 and the maximum amount of the shares is 50.000.000.
 
§5   BOOK-ENTRY SECURITIES SYSTEM
 The Company"s shares belong to the book-entry securities system.
 
Only a person
1. who has been entered in the register of shareholders as a shareholder on the record date;
2. whose right to payment has been entered in the book-entry account of a registered shareholder and entered in the register of shareholders on the record date; or
3. in the case of nominee-registered shares, in whose book-entry account the share has been entered on the record date and whose share administrator, is so entered as the administrator of the shares in the register of shareholders on the record date,
has the right to assets distributed by the Company and the right of subscription when the share capital is increased.
 

§6   BOARD OF DIRECTORS
The company administration and proper organization of activities is handled by the Board of Directors which is composed of at least five (5) and at most ten (10) members. The term of office of a board member ends at the close of the first Annual General Meeting following election.
 
The Board of Directors elects a chairman from among its members up to the end of the following Annual General Meeting.
 
§7   PRESENCE OF A QUORUM
The Board of Directors is quorate when more than half its members are present. Decisions are taken by simple majority vote. If the votes are evenly divided, the chairman"s vote will be decisive.
 
§8   MANAGING DIRECTOR
The company has a Managing Director elected by the Board of Directors.
 
§9  AUTHORIZATION TO SIGN FOR THE COMPANY
The company is signed for by the chairman of the Board and the managing director, each severally alone, members of the Board of Directors two together or per pro a person or persons authorized by the Board of Directors.
 
§10  FINANCIAL PERIOD
The company"s financial period starts on November 1 and ends on October 31.
 
§11  AUDITORS
The company has one (1) regular auditor and one (1) deputy auditor.
 
A deputy auditor is not required if an Authorized Public Firm is chosen as the regular auditor.
 
The auditor"s term of office includes the current financial period and ends at the close of the first Annual General Meeting following election.
 
§12  INVITATIONS TO A MEETING
Invitations to a shareholders" meeting and other notifications shall be published in newspapers specified by the Board of Directors. Invitations to the Annual and Extraordinary General Meetings shall be delivered at the earliest two (2) months and at the latest 17 days before the meeting.
 
§13  ANNUAL GENERAL MEETING
The Annual General Meeting shall be held within six (6) months of the expiry date of the financial period. The Annual General Meeting can be held in Helsinki, Jyväskylä or Saarijärvi in addition to the company"s place of domicile. In order to be allowed to participate in the Annual General Meeting, shareholders are required to register for the meeting no later than the date mentioned in the invitation to the meeting, which must not be earlier than ten days prior to the meeting.
 
At the meeting, the following shall be:
 
presented
1.  the financial statements, including the income statement, balance sheet and annual report;
2.  the audit report;
 
decided
3.  approval of the income statement and balance sheet;
4. any measures called for by the profit or loss reported in the approved balance sheet;
5. granting discharge from liability to the members of the Board and the managing director;
6.  the fees of Board members and the principles of compensation of travel costs;
7. the number of Board members;
8. publication of the invitation to the Annual General Meeting;
 
elected
9. the members of the Board;
10. the auditors;
dealt
with
11. other matters noted in the invitation to the meeting.