Articles of Association

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 §       Book-entry Securities System 

 The company’s shares  belong to the  book-entry securities system.   

4 §       Board of Directors    

The company administration and proper organization of activities is handled by the Board of Directors which is composed of at least three (3) 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.

5 §       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.     

6 §       Managing Director 

The company has a Managing Director elected by the Board of Directors.

7 §      Right to Represent the Company

The company shall be represented by the Chairman of the Board and the Managing Director, both acting alone, and by the Board of Directors as a whole, or by two board members acting together. The Board of Directors may authorize other named persons to represent the company such that they shall represent the company either two together or with a Board member or the Managing Director.    

8 §        Financial Period 

The financial period of the company starts on January 1 and ends on December 31.

9 §       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.

10 § Invitations to the General Meeting

The Invitation to the Annual General Meeting and Extraordinary General Meeting shall be published at the Company’s Internet pages at the earliest two (2) months and at the latest twenty-one (21) days before the meeting. The Board of Directors may also decide to inform about the general meetings in one or more newspapers.

11 §      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 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 (10) days prior to the meeting.

 At the meeting, the following shall be:
 
presented

·          the financial statements, the consolidated financial statements and annual report;

·           the auditors' report;

decided

·          adoption of the financial statements and consolidated financial statements;

·          use of the profits shown in the balance sheet;

·          to discharge of the Board members and the Managing Director from liability;

·          fees of the Board members and the principles of compensation of travel costs, and remuneration of auditor;

·          the number of Board members; 

elected

·          members of the Board of Directors;

·          the auditor;

 dealt with

·          other matters noted in the invitation to the meeting.