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.

12§ Consent Clause

A new owner exterior to the company shall need an approval by the board of directors for the acquisition of the share of the company. The application for the approval shall be made in writing. The board of directors shall give its written answer to the application of approval within two (2) months of receipt of the application. If no answer is given in this manner, consent will be deemed to have been given.

13§ Redemption Clause

If shares in the company are transferred by a party other than the company to a new owner exterior to the company, the transferee must notify the company’s board of directors of this in writing without delay. In this case, the company has the primary right and the shareholders have the secondary right to redeem the shares being transferred under the following conditions:

1. The redemption right shall be applicable to all transfers.

2. The company has the primary right of redemption. The company may redeem the shares only with funds available for profit distribution. The company must notify the transferee of its redemption claim within one month of the date when the transfer of the shares was notified to the board of directors.

3. The board of directors must notify the parties with redemption rights of the transfer of the shares to a new owner and of whether the company intends to exercise its redemption right no later than within one month from the transfer notice.

The notice must be delivered in the same manner as a notice convening a general meeting.

4. The notification must include the names of the transferor and transferee, the date of the transfer, the redemption price and the date by which redemption claims must be made at the latest.

5. The shareholders have the secondary right of redemption. Shareholders must make redemption claims to the company’s board of directors in writing within two (2) months of the date when the board of directors was notified of the transfer of shares.

6. If several shareholders wish to exercise their redemption right, the board of directors must distribute the shares between the shareholders interested in the redemption pro rata to their existing shareholding in the company and, to the extent that this is not possible, by drawing lots.

7. In acquisitions of title for consideration or without consideration, the redemption price is the net value of the shares based on the most recently adopted financial statements.

8. The redemption price must be paid to the transferee in cash or by a bank-certified check within two (2) weeks of the date when the redemption claim was made or be deposited with a Regional State Administrative Agency within the same time.

Important information

You must read the following before continuing. The following applies to the information following this page, and you are therefore advised to carefully read and approve the following before reading, accessing or making any other use of the following information.

Bilot Oyj’s IPO shall be governed by the laws of Finland. No action has been taken, except solely in Finland, in order to register the shares or the IPO or for the general offering of shares.

The shares may not be, directly or indirectly, offered, sold, resold, transferred or delivered in such countries or jurisdictions or otherwise in such circumstances in which it would be unlawful or require measures other than those required under Finnish laws including the United States of America, Australia, Canada, Hong Kong, Japan, Singapore and South Africa. The documents on this site or the company description in accordance with the First North rules may not be delivered to persons in the above-mentioned countries and must not be copied in any way whatsoever. The company requires that the respective persons inform themselves of and observe all such restrictions. The company or the company’s representatives do not have any kind of legal responsibility for such violations whether or not such restrictions were known to prospective investors. The company reserves the right to, in its sole discretion reject any type of share subscription, which the company believes would cause the violation or breach of legislation, rule or regulation.

The shares of the Company have not been and will not be registered in accordance with the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

In order to access the information related to the IPO, you must approve the following:

(i) I have carefully read and understood the instructions and restrictions described above and I approve that they are applicable to me.

(ii) I am not resident of United States, Australia, Canada, Hong Kong, Japan, Singapore or South Africa and I am currently not in these countries.

(iii) If I am resident of any other country than Finland or if I am currently in any other country than in Finland, I have obtained the necessary information about the restrictions applicable to the delivery of this information and my participation in the IPO and I approve that they are applicable to me.