Articles of Association

1§ Trade Name 

The company’s trade name is Bilot Oyj, in Swedish Bilot Abp and in English Bilot Plc.

2§ Registered Office

The registered office of the company is in Helsinki.

3§ Field of Operation

The company’s field of operation is consulting related to business administration, business operations and information systems. The company may also engage in investment activities.

4§ Incorporation of Shares in the Book-Entry Securities System

The shares of the company are incorporated in the book-entry system of securities after the registration period has ended.

5§ Board of Directors

The company has a board of directors that consists of no less than three and no more than eight ordinary members. 

The term of office of the members of the board of directors expires at the end of the first annual general meeting of shareholders following their election. 

6§ Managing Director

The company may have a managing director appointed by the board of directors.

7§ Representing the Company

The company is represented by the chair of the board of directors and the managing director, each acting individually, and by two board members acting together.

The board of directors can grant designated persons the right to represent the company or procuration rights. 

8§ Auditor

The company shall have one auditor, which shall be an auditing firm pursuant to the Auditing Act. 

The term of the auditor shall expire at the end of the first annual general meeting following the appointment.

9§ Notice Convening the General Meeting of Shareholders

A notice to convene the general meeting must be published on the company’s website no earlier than three months and no later than three weeks before the general meeting, however no later than nine days before the record date of the general meeting.

10§ Advance Registration

In order to attend a general meeting of shareholders, a shareholder must notify the company thereof by registering for the meeting no later than the date and time set by the board of directors and stated in the notice of the meeting, which may be no earlier than ten days prior to the meeting.

11§ General Meeting of Shareholders

The annual general meeting shall be held each year on a date determined by the board of directors within a period of six months from the end of the financial year.

In the ordinary general meeting

presented:

1. the financial statements, which shall comprise the consolidated financial statements, and the report of the board of directors; and

2. the auditor’s report;

resolved:

3. the adoption of the financial statements;

4. the use of the profit shown on the balance sheet;

5. the discharge of the members of the board of directors and the managing director from liability; and

6. the number and remuneration of the members of the board of directors and the principles for remuneration of travelling costs;

elected 

7. the members of the board of directors; and

8. the auditor and

discussed: 

9. any other matters mentioned in the notice of the meeting.